Ley 60-1963 art. 422 — Ley Uniforme de Valores / Ley Uniforme de Valores / Art. 422
Artículo 422. 
Status: in_force

(a) La traducción oficial al idioma inglés del título de esta Ley será la siguiente: “Uniform Securities Act” Act No. 60 of June 18, 1963, as amended {Go to Table of Contents} (Contains amendments incorporated by: Act No. 83 of May 31, 1967 Act No. 60 of July 1, 1986 Act No. 77 of August 28, 1991 Act No. 15 of June 26, 1992 Act No. 9 of March 9, 1994 Act No. 114 of August 11, 1996 Act No. 36 of January 10, 1999 Act No. 167 of July 26, 1999 Act No. 422 of October 19, 2000 Act No. 87 of March 27, 2004 Act No. 390 of September 21, 2004 Act No. 24 of June 2, 2009 Act No. 106 of July 1, 2011 Act No. 179 of August 16, 2012 Act No. 78 of July 1, 2014 Act No. 105 of July 1, 2015 Act No. 81 of July 22, 2016 Act No. 55 of April 14, 2026) “An Act relating to securities; prohibiting fraudulent practices in relation thereto; requiring the registration of brokers-dealers, agents, investment advisers; and securities; and making uniform the law with reference thereto: (b) La traducción oficial al idioma inglés de los artículos desde el número 100 hasta el 421 de esta Ley, ambos inclusive, será la siguiente: Rev. 18 de abril de 2026 www.ogp.pr.gov Página 50 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] DEFINITIONS Section 100. — (Definitions) — (10 L.P.R.A § 881) When used in this Act, unless otherwise construed from the context: (a) “Commissioner” Shall mean the Commissioner of Financial Institutions, as defined in Act No. 4 of October 11, 1985, as amended. (b) “Agent” Shall mean any individual other than a broker-dealer, who represents a broker-dealer, or an issuer, in conducting or attempting to conduct the purchase or sale of securities. The term agent does not include an individual who represents: (1) An issuer: (a) By conducting transactions regarding a security exempted under clauses (1), (2), (3), (10) or (11) of Section 402(a). (b) By conducting transactions exempted under Section 402(b). (c) By conducting transactions regarding a federally covered security, as described in Section 18(b)(3) and 18(b)(4)(D) of the Securities Act of 1933. (d) By conducting transactions with existing employees, partners, or directors of the issuer if no commission or other remuneration is paid or given directly or indirectly for soliciting any person in Puerto Rico. (e) Conducting transactions as an employee of, and [on] behalf of the Government of Puerto Rico, or any political subdivision, agency, corporation or instrumentality thereof. (2) A broker-dealer when conducting transactions in Puerto Rico limited to those described in Section 15(h)(2) of the Securities Exchange Act of 1934. A partner, official or director of a broker-dealer or issuer, or a person holding a similar status or performing similar functions shall be an agent only if he/she is otherwise covered by this definition. (c) “Broker-dealer” Shall mean any person engaged in effecting transactions in securities, on the account of others or on his own account. Broker-dealer shall not include: (1) A government instrumentality. (2) An agent. (3) An issuer. (4) a bank, savings institution, or a trust company with banking powers, provided the activities of these institutions related to the securities business are limited to: (A) those categories listed in subsections (B)(i) through (B)(xi) of Section 3(a)(4) and subsections (C)(ii) and (C)(iii) of Section 3(a)(5) of the Securities Exchange Act of 1934, and Rev. 18 de abril de 2026 www.ogp.pr.gov Página 51 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (B) the offer and sale to individuals for the investment of funds deposited in: (i) an individual retirement account, as the term is defined in Section 11698 of the Internal Revenue Code of Puerto Rico of 1994, as amended [Note: Replaced by Section 1081.02, Act 1-2011, “Internal Revenue Code of Puerto Rico of 2011”]. (ii) a non-deductible individual retirement account, as defined in Section 1169 of the Internal Revenue Code of Puerto Rico of 1994, as amended [Note: Replaced by Section 1081.06 , Act 1-2011, “Internal Revenue Code of Puerto Rico of 2011”], or (iii) an educational savings account, as defined in Section 1172 of the Internal Revenue Code of Puerto Rico of 1994, as amended [Note: Replaced by Section 1081.05, Act 1-2011, “Internal Revenue Code of Puerto Rico of 2011”].; (5) a person who does not have a place of business in Puerto Rico if: (A) the person carries out transactions in Puerto Rico exclusively with or through: (i) the issuers of the securities involved in the transaction; (ii) other broker-dealers; (iii) banks, savings institutions, trust companies, insurance companies, investment companies as such are defined in the “Investment Companies Act of Puerto Rico” [Note: Replaced by the Act No. 93-2013, “Investment Companies Act of Puerto Rico of 2013”], pension trusts or shares in the benefit or other financial institutions or institutional buyers acting on their own account or as trustees, or (B) during any other period of twelve consecutive months does not in any way make more than fifteen sale or purchase offers in Puerto Rico to persons other than those specified in paragraph (A), whether the person making the offer or the persons to whom the offer is made are in Puerto Rico. (d) “Fraud, deceit, and defraud” Shall not be limited to the definition of dolus according to the Civil Code. (e) “Guaranteed” Shall mean guaranteed as to the payment of principal, interest or dividends. (f) “Investment adviser” Shall mean any person who, for compensation, is engaged in the business of advising others, whether directly or through publications or briefs on the price of securities or on the convenience of investing, purchasing, or selling securities, or who, for compensation and as a part of an established business, issues or promulgates analyses or reports concerning securities. The term “investment adviser” also includes financial planners, and those other persons that, as an integral part of other Rev. 18 de abril de 2026 www.ogp.pr.gov Página 52 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] related financial services, provide to others the [aforesaid] advisory services in exchange for compensation. The term “investment adviser” does not include: (1) A representative of an investment adviser; (2) a government instrumentality; (3) an attorney, accountant, engineer, or teacher whose rendering of these services are merely incidental to the practice of his/her profession; (4) a broker-dealer whose rendering of these services is merely incidental to conducting his/her business as such and who receives no special remuneration for them; (5) the director of any newspaper, news magazine, or business or financial publication of general, regular, and paid circulation; (6) a person whose advice, analyses, or reports are related solely to securities exempted pursuant to Section 402(a)(1); (7) a person who has no place of business in Puerto Rico if: (A) His/her only clients in Puerto Rico are other investment advisers, federally covered investment advisors, broker-dealers, savings banks or institutions but only when acting in their own behalf, trust companies, insurance companies, investment companies, as defined in the “Investment Companies Act of Puerto Rico” [Note: Replaced by the Act No. 93-2013, “Investment Companies Act of Puerto Rico of 2013”], pension or profit- sharing trusts, or other financial institutions or institutional buyers, who act in their own behalf or as trustees, or (B) if during any period of twelve (12) consecutive months he/she does not have more than five clients in Puerto Rico except those specified in paragraph (A) of this clause, whether or not the investment advisor or any of the persons to whom the communications are addressed are present in Puerto Rico; (8) any person who is a federally covered investment adviser; (9) any person excluded from the definition of the term “investment adviser” under Section 202(a)(11) of the “Investment Advisers Act of 1940”, or (10) any other persons not covered by the intent of this subsection as the Commissioner may determine by regulations or an order to such effect. (g) “Issuer” Shall mean any person who issues or proposes to issue any security, except that: (1) With regard to certificates of deposit, trust certificates [with vote entitlement] or collateralized trust certificates, or with regard to certificates of interest or shares in an unincorporated investment trust that does not have a board of directors or a person performing similar functions or of a fixed and restricted management, or unit type, the term “issuer” shall mean the person or persons performing the acts and assuming the duties of a depositor or manager pursuant to the provisions of the trust contract or other contract or instrument under which the security is issued, and Rev. 18 de abril de 2026 www.ogp.pr.gov Página 53 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (2) with regard to certificates in evidence of an interest or shares in oil, gas, or mining titles, deeds or leases, or in payments derived from production by virtue of said titles, deeds or leases shall not be deemed to be an issuer. (h) “Non-issuer” Shall mean it does not benefit the issuer directly or indirectly. (i) “Person” Shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust where the interests of the beneficiaries are evidenced by a security, or an unincorporated organization, a government or a political subdivision of a government. (j) (1) “Sale or sell” Shall include every sales contract, contract or the sale or disposition of a security or interest in a title acquired by purchase or for value. (2) “Offer and offer to sell” Shall include any attempt or offer to dispose of, or the solicitation of an offer for the purchase of a security or interest in a security, other than gratuitously. (3) Any security given or delivered with, or as a bonus to the account of, any purchase of securities or of any other thing shall be deemed to constitute a part of the subject of the purchase and that has been offered and acquired by purchase. (4) An alleged gift of stock subject to subsequent payment of amounts to be determined by the corporation, is deemed to involve an offer and sale. (5) Every sale or offer of a bill of sale, or right to purchase or subscribe to another security of the same or other issuer; as well as every sale or offer of a security that gives the holder a present or future right or privilege, to convert it into another security of the same or different issuer, shall be deemed to include an offer of the other security. (6) The terms defined in this subsection do not include: (A) [Any] bona fide pignoration or loan; (B) [any] stock dividend, whether or not the corporation distributing the dividends is the issuer of the stock, if nothing of value has been given by the stockholders for the dividend, except the waiver of a right to a dividend in cash or property when each stockholder can choose to receive the dividend in cash, or assets or in stock; (C) any act incidental to a class vote by the stockholders, pursuant to the certificate of incorporation, or the applicable corporate statute, in a merger, consolidation, reclassification of securities, or the sale of corporate assets in consideration of the issue of securities of another corporation, or (D) any act incident to a judicially approved reorganization in which a security is issued in exchange of one or more outstanding securities, claims, or interest in property, or partly in such exchange and partly in cash. Rev. 18 de abril de 2026 www.ogp.pr.gov Página 54 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (k) “Securities Act of 1933”, “Securities Exchange Regulating Act of 1934, “Public Utility Holding Company Act of 1935”, “Investment Advisors Act of 1940”, “Investment Companies Act of 1940” Mean the federal and local statutes that answer to those names as they have been amended, or are subsequently amended after the effective date of this act. (l) “Security” Shall mean any note, share, stock on hand, bond, note, evidence of indebtedness, certificate of interest or share in any profit-sharing agreement or partnership, any collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, secured certificate of deposit, a hybrid instrument as defined in this section, undivided interest in oil, gas, or other mineral rights or generally, any interest or instrument commonly known as “securities”, or any certificate of interest or share in any of the preceding securities, temporary or provisional certificate or receipt therefor, warrant or right to subscribe to or purchase any of the above. “Security” shall not include any insurance policy, or endowment policy nor annuity contract through which an insurance company is committed to pay a specific sum of money, whether payable in a lump sum or periodically, during the life of the person or other specified period. (m) “State” Shall mean any state, territory, or possession of the United States, the District of Columbia, and Puerto Rico. (n) “Accredited investors” Shall mean any person who meets the requirements established in the categories provided in 17 C.F.R. Section 230.501(a), or any similar provision that amends or substitutes said regulations, or such person that the issuer determines that reasonably meets said requirements at the time of the sale of the securities. (o) “Investment advisor representative” Shall mean any partner, official or director of an investment advisor, or a person who has a similar status or performs similar functions; or any person (except clerical or ministerial personnel), employed by or associated to a registered investment advisor, or who should register under the provisions of; or who has a place of business in Puerto Rico and (with the exception of clerical or ministerial personnel), is employed by or is associated with a federally covered investment advisor and performs any of the following functions: (1) Makes any recommendation or issues any other type of advice with regard to securities; (2) administers accounts or investment portfolios of clients; (3) determines the recommendations or advice that should be issued with regard to securities; (4) procures, offers or negotiates the sale of, or sells, investment advice services, or (5) supervises employees who perform any of the above functions. Rev. 18 de abril de 2026 www.ogp.pr.gov Página 55 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (p) “Federal covered adviser” Shall mean any person registered as such in [the] SEC under the provisions of Section 203 of the “Investment Advisors Act of 1940. (q) “Federal covered security” Shall mean any security that is a covered security under the provisions of Section 18(b) of the Securities Act of 1933, or the rules or regulations approved by [the] SEC thereunder. Provided, That until October 10, 1999, or until any other date that is allowable by applicable federal law, when the written notice fees corresponding to a federally covered security are not promptly paid to the Commissioner after the Commissioner has issued a written notice to the issuer requiring said payment, or the payment of an additional amount owed for said account, as provided in this Act, it shall be deemed that said security does not constitute a federal covered security as defined herein. For the purposes of this subsection, the term “promptly” shall mean a period of time that shall not exceed five (5) working days from the date of the Commissioner’s notice. (r) “SEC” Shall mean the Federal Securities and Exchange Regulating Commission, entitled the “Securities and Exchange Commission”. (s) “Person associated with a broker-dealer or an associated person of a broker- dealer” The phrase “person associated with a broker-dealer” or “associated person of a broker-dealer” shall have the same meaning as that assigned in Section 3(a)(18) of the Securities Exchange Regulating Act of 1934, to the phrases “person associated with a broker-dealer” or “associated person of a broker-dealer”. Said meaning shall also include any definition or construction adopted by [the] SEC under said Section 3(a)(18). (t) “Hybrid product” The phrase “hybrid product” means an instrument, service, or product that even though it is in the nature of a security, it may, at the same time, be deemed as a banking or insurance instrument, service, or product. The Commissioner, through a circular letter issued at his/her discretion, may interpret whether an instrument constitutes a hybrid instrument as defined in this section and if it is subject to the various provisions of this Act, if any. “Hybrid product” shall not include the following: (i) Those products or securities subject to regulation by the Commissioner, under the Uniform Securities Act on dates prior to the effective date of this act. (ii) Identified banking products or instruments as this term is defined in this section. (u) “Identified banking product or instrument” Shall mean: (1) A deposit account or savings account, certificate of deposits, or other deposit instrument issued by a bank, credit and savings cooperative, or any other institution duly authorized to accept deposits from the general public. Provided, however, That the phrase “deposit or savings account certificate of deposit”, or Rev. 18 de abril de 2026 www.ogp.pr.gov Página 56 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] other deposit instrument used in this section shall not include those instruments or products whose yields are established in terms of matters other than interest rates. (2) A banker’s acceptance. (3) A letter of credit issued or loan granted by a bank, credit and savings cooperative, or any other institution duly authorized to grant loans. (4) A debit account arising originated through a credit card or similar agreement kept at a bank or any other institution duly authorized to render such services. (5) A share in a loan granted by a bank, an entity affiliated to a bank (other than a broker or dealer), a credit and savings cooperative, or any other institution duly authorized to grant loans when said shares in said loans, or when said shares are sold to: (A) A qualified investors as this term is defined in this Act, or (B) to other persons that: (i) Have the opportunity to review and evaluate any material information, including information regarding the credit of the borrower, and (ii) based on such factors as financial sophistication, net worth, knowledge and experience in financial matters, have the capability to evaluate the information available, as determined under generally acceptable banking standards or guidelines. (6) Any swap agreement, including credit swaps or equity swaps, respectively. However, when an equity swap is sold directly to a person who does not meet the requirements to be considered as a qualified investor as defined in this section, such swap shall not be deemed as an identified banking product. (v) “Swap agreement” The phrase “swap agreement”, as used in the definition of the term “identified banking product or instrument”, means any individually negotiated contract, agreement, warrant, note, or option that is based, in whole or in part, on the value of, or any interest in, or any quantitative measure or the occurrence of any event related to, one or more commodities, securities, foreign currency, interest or other rates, indexes, or other assets. This term does not include any other identified banking product or instrument, as defined in clauses (1)-(5) of subsection (u). (w) “Qualified investor” The phrase “qualified investor” shall have the same meaning as that given to the phrase “qualified investor” in Section 3(a)(54) of the “Securities Exchange Regulating Act of 1934” or any order or rule adopted by the SEC thereunder, to interpret it. Rev. 18 de abril de 2026 www.ogp.pr.gov Página 57 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] PART I FRAUDULENT AND OTHER PROHIBITED PRACTICES Section 101. — (Sales and Purchases) — (10 L.P.R.A § 851) It shall be unlawful for any person, relative to the offer, sale or purchase of any securities, directly or indirectly: (1) To employ any device, scheme, or artifice to defraud; (2) to make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading; (3) to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person; (4) to issue, circulate, or publish any material, printed or through electronic means, containing false representation of a material fact, or omitting information concerning a necessary material fact, so that the information which is issued, circulated or published, in the light of the circumstances in which it was issued, circulated or published, leads to an error, or (5) to issue, circulate, or publish any material, or make any written statement, unless the name of the person who issues, circulates or publishes or makes the aforesaid, and the fact that it is that person who issues, circulates, publishes or makes the statement, is clearly indicated in that same communication. Section 102. — (Advisory Activities) — (10 L.P.R.A § 852) (a) It is unlawful for any person who receives any consideration from another person primarily for advising the other person as to the value of securities or their purchase or sale, whether through the issuance of analyses or reports or otherwise: (1) To employ any device, scheme, or artifice to defraud the other person, or (2) to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the other person. (b) It is unlawful for any investment adviser to enter into, extend, or renew any investment advisory contract unless it provides in writing: (1) That the investment adviser shall not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of the client; (2) that no assignment of the contract may be made by the investment adviser without the consent of the other party to the contract, and (3) that the investment adviser, if a partnership, shall notify the other party to the contract of any change in the membership of the partnership within a reasonable time after the change. Clause (1) of this subsection does not prohibit an investment advisory contract which provides for compensation based upon the total value of a fund averaged over a definite period, or as of definite dates or taken as of a definite date. “Assignment”, as used in clause (2) of this Rev. 18 de abril de 2026 www.ogp.pr.gov Página 58 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] subsection, includes any direct or indirect transfer or hypothecation of an investment advisory contract by the assignor or of a controlling block of the assignor’s outstanding voting securities by a security holder of the assignor; but, if the investment adviser is a partnership, no assignment of an investment advisory contract is considered to result from the death or withdrawal of a minority of the members of the investment adviser having only a minority interest in the business of the investment adviser, or from the admission to the investment adviser of one or more members who, after admission, will be only a minority of the members and will have only a minority interest in the business. (c) It shall be unlawful for any investment adviser to take or have custody of any securities or funds of any client if: (1) The Commissioner prohibits custody through regulations, or (2) in the absence of regulations, the investment adviser fails to notify the Commissioner that he/she has or may have custody. Section 103. — (Market Manipulation) — (10 L.P.R.A § 853) It shall be unlawful for any person, directly or indirectly: (a) With the purpose of creating the false or deceptive appearance of the active negotiation of securities, or a false or deceptive impression regarding the existence of a market for specific securities: (1) To carry out any transaction regarding securities which does not involve a change in the owner of the title deed of the aforesaid, or (2) to file any order or orders for the purchase or sale of securities with the knowledge that the order or orders are substantially of the same size, or substantially done at the sale time and substantially have the same price for the sale or purchase of the securities, and that these have been made or will be made by or for the same person or for any other person affiliated to the aforesaid. (b) To carry out, alone, or with one or more persons, a series of transactions regarding any securities, creating an active, actual or apparent negotiation concerning said securities to increase or decrease their price, for the purpose of inducing the purchase or sale of said securities by others. Rev. 18 de abril de 2026 www.ogp.pr.gov Página 59 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] PART II REGISTRATION OF BROKER-DEALERS, AGENTS AND INVESTMENT ADVISERS Section 201. — (Registration Requirement) — (10 L.P.R.A § 861) (a) It is unlawful for any person to transact business in Puerto Rico as a broker-dealer or agent unless he is registered under this act. (b) It shall be unlawful for any broker-dealer or issuer to employ an agent unless said agent is registered. The registration of an agent shall not be effective during the period of time in which the agent is not associated with a particular broker-dealer registered under the provisions of this Act, or with a particular issuer. When an agent begins or terminates an association with the broker-dealer or issuer, or begins or terminates those activities which make him/her an agent, it shall be the duty of both said agent and the broker-dealer or the issuer to promptly notify the Commissioner. (c) It shall be illegal for any person to do business in Puerto Rico as an investment advisor or a representative of an investment advisor unless he/she: (1) Is registered as such pursuant to the provisions of this Act; (2) is registered as a broker-dealer without being subject to any condition under Section 204(b)(5), or (3) does not have a place of business in Puerto Rico and: (A) His/her only clients in Puerto Rico are investment companies as defined in the “Investment Companies Act of Puerto Rico” [Note: Replaced by the Act No. 93-2013, “Investment Companies Act of Puerto Rico of 2013”], or the federal act entitled the “Investment Company Act of 1940”, other investment advisors, federally- covered advisors, broker-dealers, banks, trust companies, savings and loan associations, employee benefit plans, with assets of not less than one million dollars ($1,000,000), agencies or instrumentalities of the Government of Puerto Rico, whether acting on their own behalf or as trustees that have control to invest, or other institutional investor thus designated by the Commissioner, or insurance companies, or (B) has not had more than five (5) resident clients in Puerto Rico during the preceding twelve (12) months, with the exception of those specified in paragraph (A) of this clause. (d) It shall be illegal for any person to do business in Puerto Rico as a federally-covered investment advisor unless he/she: (1) Has filed notice of a registration statement, pursuant to the provisions of this Act; (2) is registered as a broker-dealer without being subject to any condition under Section 204(b)(5), or (3) has no place of business in Puerto Rico and: (A) His/her only clients in Puerto Rico are investment companies as defined in the “Investment Company Act of Puerto Rico” [Note: Replaced by the Act No. 93-2013, “Investment Companies Act of Puerto Rico of 2013”], or the federal act entitled Rev. 18 de abril de 2026 www.ogp.pr.gov Página 60 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] “Investment Company Act of 1940”, other investment advisors, federally- covered advisors, broker-dealers, banks, trust companies, savings and loan associations, employee benefit plans with assets of not less than one million dollars ($1,000,000), agencies or instrumentalities of the Government of Puerto Rico, whether acting on his/her own behalf or as a trustee with control to invest; or other institutional investor designated as such by the Commissioner or insurance companies, or (B) has not had more than five (5) resident clients in Puerto Rico during the preceding twelve (12) months, with the exception of those specified in paragraph (A) of this clause. (e) (1) It shall be illegal for any person who under the provisions of this Act should register as an investment advisor, to employ an investment advisor representative unless the investment advisor representative is, in turn, registered under the provisions of this Act. The registration of an investment advisor representative shall not be effective while said investment advisor representative is not associated to an investment advisor who is registered under the provisions of this Act. (2) It shall be illegal for a federally-covered investment advisor to employ, supervise or associate with an investment advisor who has a place of business in Puerto Rico, unless said investment advisor representative has filed a notice of a registration statement under the provisions of this Act. When an investment advisor representative commences or terminates a relationship with an investment advisor, the investment advisor (in the case of subsection (d)(1)), or the investment advisor representative (in the case of subsection (d)(2)), shall be bound to promptly give notice to the Commissioner of it. (f) It shall be illegal for any person who does business as an investment advisor under federal coverage in Puerto Rico, to employ, supervise or associate with an investment advisor representative who has a place of business in Puerto Rico, unless: (1) He/she has filed notice of a registration statement under the provisions of this Act; (2) is registered as a broker-dealer without being subject to any condition under Section 204(b)(5), or (3) does not have a place of business in Puerto Rico and: (A) His/her only clients in Puerto Rico are investment companies as they are defined in the “Investment Companies Act of Puerto Rico” [Note: Replaced by the Act No. 93-2013, “Investment Companies Act of Puerto Rico of 2013”], or the federal law entitled “Investment Company Act of 1940”, other investment advisors, federally- covered advisors, broker-dealers, banks, trust companies, savings and loan associations, employee benefits plans, with assets of not less than one million dollars ($1,000,000), agencies or instrumentalities of the Government of Puerto Rico, whether in their own behalf or as a trustee who holds control to invest, or other institutional investor who is so designated by the Commissioner, or insurance companies, or Rev. 18 de abril de 2026 www.ogp.pr.gov Página 61 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (B) during the prior twelve (12) months has not had more than five (5) resident clients in Puerto Rico, with the exception of those specified in paragraph (A) of this clause. (g) Every registration or notice of a registration statement shall expire one year after its effective date. The Commissioner shall draft by regulations or an order, an initial program for the renewal of registrations or notices of registration, so that subsequent renewals of registrations or notices of registration statements that are in effect on the effective date of this act, may be scheduled on alternate calendar months. To such effects, the Commissioner, by regulations, may reduce the registration fees, or notice of registration statement fees proportionally. It is unlawful for any person to transact business in Puerto Rico as a broker-dealer or agent unless he is registered under this Act. Section 202. — (Registration Procedure) — (10 L.P.R.A § 862) (a) A broker-dealer, agent, investment advisor or investment advisor representative may register or notify his/her registration statement initially, or renew his/her registration or notice of registration statement, by filing an application or notice before the Commissioner, and also giving consent to be summoned pursuant to the provisions of Section 414(g). The application or notice shall contain any information regarding the matter required by the Commissioner, such as: (1) The manner and place in which the applicant was organized; (2) the manner in which the applicant intends to conduct business; (3) the qualifications and business history of the applicant; in the case of a broker-dealer or investment adviser, the qualifications and history of any partner, official or director or of any person occupying a similar position or performing similar functions, or any person directly or indirectly controlling the broker-dealer or the investment adviser; and in the case of an investment adviser, the qualifications and business history of any employee; (4) any injunction or administrative order or conviction for a crime involving securities or any aspect of the securities business, or any dishonest activity unrelated to the securities business, and (5) the financial condition and history of the applicant. The Commissioner may, through regulation or order, require that the applicant of an initial registration publish notices relative to said application in one or more of the newspapers published in Puerto Rico, designated by the Commissioner. If no denial order is in effect concerning said registration and no proceeding is pending pursuant to Section 204, the registration shall be effective at noon of the thirtieth (30th) day after the application has been filed. The Commissioner may, through regulation or order, specify an earlier effective date and may, through an order, defer the effective date until noon of the thirtieth day after any amendment has been filed. (b) Every investment advisor under federal coverage, before acting as such in Puerto Rico, shall submit copies of those documents that he/she has filed with the SEC to the Commissioner, as required by order or regulations of the Commissioner, giving his/her consent to be summoned pursuant to the provisions of Section 414(g). Said federally covered investment advisor shall Rev. 18 de abril de 2026 www.ogp.pr.gov Página 62 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] file with the Commissioner, copies of any amendments to the documents filed with the SEC. The provisions of this subsection shall not be applicable to a federally covered investment advisor whose only clients in Puerto Rico are those described in Section 201(c)(3). (c) Fees to be paid. — (1) Broker-dealers and broker-dealer agents. — Any applicant for an initial registration or renewal shall pay a filing fee of five hundred dollars ($500) in the case of a broker- dealer; one hundred fifty dollars ($150) in the case of an agent. When an agent requests a transfer, he/she shall pay a fee of one hundred fifty dollars ($150). When the application is denied or withdrawn, the Commissioner shall retain the total filing fee. (2) Investment advisors and investment advisor representatives. — Any applicant for initial registration or renewal shall pay a filing fee of five hundred dollars ($500) in the case of investment advisors and investment advisor representatives. When the application is denied or withdrawn, the Commissioner shall retain the total filing fee. (3) Federally covered investment advisors. — Any person who operates as a federally covered investment advisor in Puerto Rico shall pay a notice of registration fee or a renewal of notice fee of five hundred dollars ($500). If the notice is denied or withdrawn the Commissioner shall retain the total notice fee. (d) A broker-dealer, investment advisor, or registered federally covered investment advisor, may file a registration fee or a notice, as the case may be, for a successor, for the unexpired part of the year, whether said successor has been organized or not. No filing fee shall be charged. (e) The Commissioner, by regulations to such effect, may require the broker-dealers to have a minimum capital or prescribe the ratio between the net capital and the total debt, subject to the limitations as established in Section 15 of the “Stock Exchange Regulating Act of 1934”. Likewise, the Commissioner may require minimum financial requirements from the registered investment advisors, through regulations to such effect, subject to the limitations established in Section 222 of the “Investment Advisors Act of 1940”. (f) Subject to the limitations imposed by Section 15 of the “Stock Exchange Regulating Act of 1934”, with regard to broker-dealers, and Section 222 of the “Investment Advisors Act of 1940”, with regard to investment advisors, the Commissioner may require broker-dealers, agents and registered investment advisors, through regulations to such effects, to post bonds up to the sum of fifty thousand dollars ($50,000), and may establish conditions. Any appropriate deposit whether in cash or stock shall be accepted in lieu of the required bond. No registered person whose net capital, which can be defined by regulations, exceeds one hundred thousand dollars ($100,000), or who can offer such other securities that are acceptable to the Commissioner, shall not be required to post a bond. Every bond shall provide for any action under Section 410, and if the Commissioner thus orders it by regulation or order, by any person who may have a cause of action that does not arise from this Act. Every bond shall provide that no lawsuit shall be filed to enforce any liability contracted by virtue of said bond unless said suit is filed within two (2) years after the sale or any other act that gives rise to the suit. (g) It shall be a requirement of this jurisdiction that the broker-dealers who wish to register in Puerto Rico shall be members of the National Association of Securities Dealers, Inc. (NASD), or its successor. Rev. 18 de abril de 2026 www.ogp.pr.gov Página 63 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (h) The Commissioner may use the services of the Central Registration Depository (CRD) or any successor or similar system operated by NASD or its affiliates, to accept registration requests, the filing of documents and the collection of fees in the name of the Commissioner. Section 203. — (Post-Registration Provisions) — (10 L.P.R.A § 863) (a) Every registered broker-dealer and investment adviser shall keep and maintain such accounts, correspondence, memoranda, papers, books and other records prescribed by the Commissioner through regulations. All records required shall be kept for three (3) years unless the Commissioner, through regulations, provides otherwise for particular types of records. (b) Every registered broker-dealer and investment adviser shall submit those financial reports required by the Commissioner through regulations. (c) Should the information contained within any document filed with the Commissioner be or become inaccurate or incomplete in any material aspect, the registered person shall promptly file a corrective amendment, unless said correction has been notified pursuant to Section 201(b). (d) All the records referred to in subsection (a) shall be subject at any time or from time to time, to such reasonable periodic or special or other examinations and inspections by representatives of the Commissioner, within or without Puerto Rico, as long as the Commissioner deems it to be necessary or appropriate in the public interest or for the protection of the investors. In the case of periodic inspections, the broker-dealer and the investment adviser whose records are inspected, shall pay the Administrator [sic] an examination fee of [one hundred dollars] $100 for each day or fraction thereof, for each examiner who intervenes in each examination, in addition to the expenses incurred by them for per diems and mileage according to the norms established by the officials and employees of the Commonwealth of Puerto Rico, by certified check or money order issued in favor of the Secretary of the Treasury. In no case shall more than six thousand dollars ($6,000) be charged for periodic inspections in one (1) year. In order to avoid unnecessary duplication of the investigations, the Commissioner, as far as he/she may deem it practical in making effective this subsection, shall cooperate with the securities administrators of other states, with the Securities and Exchange Commission and with any national securities exchange or securities association registered under the Securities Exchange Act. Section 204. — (Denial, Revocation, Suspension, Cancellation, and Withdrawal of Registration) — (10 L.P.R.A § 864) (a) The Commissioner may, through an order to that effect, deny, suspend or revoke any registration should he/she find that: (1) It is so required in the public interest, and (2) the applicant or the person registered or, in the case of a broker-dealer or an investment adviser, or any partner, official, director, or person occupying a similar position or performing similar functions or any person who directly or indirectly controls the broker-dealer or the investment adviser: Rev. 18 de abril de 2026 www.ogp.pr.gov Página 64 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (A) Has filed an application for registration which as of its effective date or as of any date after having been filed, in the case of an order denying effectiveness, was incomplete in any material aspect or contained any statement which was, in light of the circumstances under which it was made, false or deceptive regarding any material fact; (B) has violated or intentionally failed to comply with any provision of this Act or any regulation or order promulgated by virtue of the provisions of this Act; (C) has been convicted, within the past ten (10) years, for any misdemeanor relative to any transaction in which securities were involved or for any felony; (D) has been enjoined, permanently or temporarily, by any court of competent jurisdiction, from engaging in or continuing any conduct or practice involving any aspect of the securities business; (E) is subject to an order issued by the Commissioner denying, suspending or revoking his/her registration as broker-dealer, agent or investment adviser; (F) is subject to an order issued by the Securities Commissioner of any state or by the Securities and Exchange Commission denying or revoking his/her registration as broker-dealer, agent or investment adviser or the substantial equivalent of those terms as defined in this Act, or is subject to an order of the Securities and Exchange Commission suspending or expelling him/her from a national securities exchange or a national securities association registered pursuant to the Securities Exchange Act of 1934, or is subject to a United States Postal Service Department fraud order: but (i) The Commissioner may not initiate a revocation or suspension proceeding under paragraph (F) after one (1) year from the date of the order, and (ii) he/she may not issue an order under paragraph (F) based on another order issued under the laws of another state, unless said order is based on facts which would normally constitute grounds for an order under this section; (G) has engaged in dishonest or unethical practices in the securities business; (H) is insolvent, either in the sense that his/her liabilities exceed his/her assets, or in the sense that he/she cannot meet his/her obligations as they come due; but the Commissioner may not issue an order against a broker-dealer or investment adviser under this clause without a finding of insolvency of the broker-dealer or investment adviser; or (I) is not qualified regarding his/her training, experience or knowledge of the securities business, except as provided in subsection (b). (J) has reasonably failed to supervise his/her agents, if a broker-dealer, or his/her employees, if an investment adviser; or (K) has not paid the registration fee; but the Commissioner may only issue a denial order under this clause and shall render ineffective said order as soon as the deficiency as been corrected. Rev. 18 de abril de 2026 www.ogp.pr.gov Página 65 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] The Commissioner may not initiate a suspension or revocation proceeding on the basis of a fact or transaction known to him/her when the registration became effective unless said proceeding is initiated within the subsequent ninety (90) days. (b) The following provisions shall govern the application of subsection (a)(2)(I): (1) The Commissioner shall not issue any order whatsoever against a broker-dealer on the basis of the lack of qualifications of any person other than: (A) The broker-dealer him/herself, if he/she is an individual, or (B) an agent of the broker-dealer. (2) The Commissioner shall not issue any order whatsoever against an investment adviser on the basis of the lack of qualifications of any person other than: (A) The investment adviser him/herself, if he/she is an individual, or (B) any other person who represents the investment adviser in the performance of any of the functions which make him/her an investment adviser. (3) The Commissioner shall not issue an order based exclusively on the lack of experience, should the applicant or the registrant be qualified because of his/her training or knowledge, or both. (4) The Commissioner shall consider that an agent who will work under the supervision of a registered broker-dealer does not need to have the same qualifications as a broker- dealer. (5) The Commissioner shall consider that an investment adviser is not necessarily qualified solely on the basis of his/her experience as broker-dealer or agent. Should the former determine that an applicant for initial or renewal registration as broker-dealer is not qualified to act as investment adviser, he/she may, through an order, condition the applicant’s registration as broker-dealer so that the latter may not be able to conduct business as investment adviser in Puerto Rico. (6) The Commissioner may, through regulations, order an examination which may be oral, written or both, which shall be taken by any class of or all applicants, as well as by those persons who represent or shall represent an investment adviser in the performance of any of the functions which make him/her an investment adviser. (c) The Commissioner, through an order, may summarily defer or suspend the registration pending the final determination in any proceeding initiated under this section. After the order has been issued, the Commissioner shall promptly notify the applicant or registrant, as well as the employer or prospective employer, if the applicant or the registrant is an agent, that the order has been issued, the reasons for doing so, and that within fifteen (15) days after the receipt of a written request, the matter shall be scheduled for a hearing. If no hearing is requested and none is ordered by the Commissioner, the order shall remain in effect until it is modified or rendered ineffective by the Commissioner. Should the hearing be requested or ordered, the Commissioner, after notice of and opportunity for a hearing, may modify, render ineffective or defer said order until its final determination. (d) Should the Commissioner find that any registrant or applicant for registration has ceased to exist or to conduct business as broker-dealer, agent or investment adviser, or has been declared mentally incompetent or is under the control of a committee, commission, curator, tutor or guardian, or cannot be located after a reasonable search, the Commissioner may, through an order, cancel the registration or application for registration. Rev. 18 de abril de 2026 www.ogp.pr.gov Página 66 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (e) Withdrawal from registration as broker-dealer, agent or investment adviser shall become effective [thirty] 30 days after receipt of an application for withdrawal, or within a lesser period of time, as the Commissioner may determine, unless a revocation or suspension proceeding is pending when the application is filed or a proceeding to revoke or suspend or to impose conditions concerning said withdrawal is initiated within [thirty] 30 days after the application is filed. Should any proceeding whatsoever be pending or initiated, the withdrawal shall become effective at the time and under the conditions the Commissioner may determine through an order. Should no proceeding whatsoever be pending or initiated and should the withdrawal be automatically effective, the Commissioner may, nevertheless, initiate a revocation or suspension proceeding pursuant to the provisions of subsection (a)(2)(B) within a year after the withdrawal became effective and issue a revocation or stop order effective as of the last date on which the registration was effective. (f) No order may be issued under any part of this section, except for the first sentence or subsection (c) without: (1) Prior proper notice to the applicant or registrant (as well as to the employer or prospective employer, should the applicant or registrant be an agent), (2) the opportunity of a hearing, and (3) findings of fact and conclusions of law are stated in writing. PART III REGISTRATION OF SECURITIES Section 301. — (Registration of Securities) — (10 L.P.R.A § 871) It shall be illegal for any person to offer or sell any security in Puerto Rico unless: (1) Said security has been registered under the provisions of this Act; (2) the security or transaction is exempted under the provisions of Section 402, or (3) [the] security in question is a federally covered security. Section 302. — (Registration by Notification) — (10 L.P.R.A § 872) (a) The following securities may be registered by notification, whether or not they are also eligible for registration by coordination under Section 307: (1) Any security whose issuer and any predecessors have been in continuous operation for at least five (5) years if: (A) There has been no default during the current fiscal year or within the three (3) preceding fiscal years in the payment of principal, interest, or dividends on any security of the issuer (or any predecessor) with a fixed maturity or a fixed interest or dividend provision, and Rev. 18 de abril de 2026 www.ogp.pr.gov Página 67 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (B) the issuer and any predecessors during the past three (3) fiscal years have had average net earnings, determined in accordance with generally accepted accounting practices: (i) Which are applicable to all securities without a fixed maturity or a fixed interest or dividend provision outstanding at the date the registration statement is filed and equal at least five percent (5%) of the amount of such outstanding securities (as measured by the maximum offering price or the market price on a day, selected by the registrant within thirty (30) days before the date of filing the registration statement, whichever is higher, or book value on a day, selected by the registrant, within ninety (90) days of the date of filing the registration statement to the extent that there is neither a readily determinable market price nor a cash offering price), or (ii) which, if the issuer and any predecessors have not had any security of the type specified in subparagraph (i) outstanding for three (3) full fiscal years, equal at least five percent (5%) of the amount (as measured in subparagraph (i)) of all securities which will be outstanding if all the securities being offered or proposed to be offered (whether or not they are proposed to be registered or offered in Puerto Rico are issued); (2) any security (other than a certificate of interest or participation in an oil, gas or mining title or lease or in payments out of production under such a title or lease) registered for non-issuer distribution if: (A) Any security of the same class has ever been registered under this Act or a predecessor act, or (B) the security being registered was originally issued pursuant to an exemption under this Act or a predecessor act. (b) A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the information specified in Section 305(c) and the consent to service of process required by Section 414(g): (1) A statement demonstrating eligibility for registration by notification; (2) with respect to the issuer and any significant subsidiary: its name, address, and form of organization; the state (or foreign jurisdiction) and the date of its organization; and the general character and location of its business; (3) with respect to any person on whose behalf any part of the offering is to be made in a non-issuer distribution: his name and address; the amount of securities of the issuer held by him as of the date of the filing of the registration statement; and a statement of his reasons for making the offering; (4) a description of the security being registered; (5) the information and documents specified in clauses (8), (10), and (12) of Section 304(b), and (6) in the case of any registration under subsection (a)(2) which does not also satisfy the conditions of subsection (a)(1), a balance sheet of the issuer as of a date within four (4) months prior to the filing of the registration statement, and a summary of earnings for each of the two (2) fiscal years preceding the date of the balance sheet and for any Rev. 18 de abril de 2026 www.ogp.pr.gov Página 68 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] period between the close of the last fiscal year and the date of the balance sheet, or for the period of the issuer’s and any predecessors’ existence if less than two (2) years. (c) If no stop order is in effect and no proceeding is pending under Section 306, a registration statement under this section shall automatically become effective at four (4:00 p.m.) in the afternoon of the second (2nd) business day following the date of filing of the statement or the last amendment to the aforesaid, or at any other prior time as the Commissioner may determine. Section 303. — (Registration by Coordination) — (10 L.P.R.A § 8) (a) Any securities for which a registration statement has been filed under the Securities Act of 1933 relative to the same offering may be registered by coordination. Said registration may be carried out through the use of the electronic system known as the Securities Registration Depository (SRD) or any successor or similar system approved by the Commissioner through regulations. The Commissioner, through regulations, shall adopt the norms needed to implement this mechanism. (b) A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the information specified in Section 305(c) and the consent to service of process required by Section 414(g): (1) A copy of the latest version of the prospectus, filed pursuant to the Securities Act of 1933; (2) should the Commissioner, through regulations or otherwise so require, a copy of the certificate of incorporation and of the regulations (or their substantial equivalents) currently in effect, a copy of any agreements with or among underwriters, a copy of any indenture or other instrument governing the issuance of the securities to be registered, and a specimen or copy of said securities; (3) should the Commissioner so request, any other information or copies of any other documents whatsoever, filed under the Securities Act of 1933, and (4) a commitment to forward all future amendments to the prospectus, except for an amendment which merely delays the effective date of the registration statement, promptly and in any case not later than the first business day after the day they are forwarded to or filed with the Securities and Exchange Commission, whichever occurs first. (c) A registration statement under this section automatically becomes effective at the moment the federal registration statement becomes effective if all the following conditions are met: (1) No stop order is in effect and no proceeding is pending under Section 306; (2) the registration statement has been on file with the Commissioner for at least ten (10) days, and (3) a statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file for two (2) full business days or such shorter period as the Commissioner permits through regulations or otherwise and the offering is made within those limitations. The registrant shall promptly notify the Commissioner by telephone or any electronic transmission medium of the date and time when the federal registration statement became effective Rev. 18 de abril de 2026 www.ogp.pr.gov Página 69 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] and the content of the price amendment, if any, and shall promptly file a posteffective amendment containing the information and documents in the price amendment. “Price amendment” means the final federal amendment which includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price. Upon failure to receive the required notice and posteffective amendment with respect to the price amendment, the Commissioner may issue a stop order, without notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until this subsection is complied with, if he/she promptly notifies the registrant by telephone or any electronic transmission medium (and promptly confirms by letter when he/she notifies by telephone) of the issuance of the order. If the registrant proves compliance with the requirements of this subsection as to notice and posteffective amendment, the stop order shall be void as of the time of its entry. The Commissioner may, through regulations or otherwise, waive either or both of the conditions specified in clauses (2) and (3) of this subsection. If the federal registration statement becomes effective before all the conditions in this subsection are met and they are not waived, the registration statement automatically becomes effective as soon as all the conditions are met. If the registrant advises the Commissioner of the date when the federal registration statement is expected to become effective, the Commissioner shall promptly advise the registrant by telephone or any electronic transmission medium, at the registrant’s expense, whether all the conditions have been met and whether he/she then considers initiating a proceeding under Section 306; but this advice by the Commissioner does not preclude the initiation of such a proceeding at any time. Section 304. — (Registration by Qualification) — (10 L.P.R.A § 8) (a) Any security may be registered by qualification. (b) A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the information specified in Section 305(c) and the consent to service of process required by Section 414(g): (1) With respect to the issuer and any significant subsidiary: its name, address, and form of organization; the state or foreign jurisdiction and date of its organization; the general character and location of its business; a description of its physical properties and equipment; and a statement of the general competitive condition in the industry or business in which it is or will be engaged; (2) with respect to every director and officer of the issuer, or person occupying a similar status or performing similar functions: his name, address, and principal occupation for the past five (5) years; the amount of securities of the issuer held by him as of a specified date within thirty (30) days of the filing of the registration statement; the amount of the securities covered by the registration statement to which he has indicated his intention to subscribe; and a description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past three (3) years or proposed to be effected; (3) with respect to persons covered by clause (2) of this subsection: the remuneration paid during the past twelve (12) months and estimated to be paid during the next twelve (12) Rev. 18 de abril de 2026 www.ogp.pr.gov Página 70 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] months, directly or indirectly, by the issuer (together with all predecessors, parents, subsidiaries, and affiliates) to all those persons in the aggregate; (4) with respect to any person owning of record, or beneficially if known, ten percent (10%) or more of the outstanding shares of any class of equity security of the issuer: the information specified in clause (2) of this subsection other than his occupation; (5) with respect to every promoter if the issuer was organized within the past three (3) years: the information specified in clause (2) of this subsection, any amount paid to him within that period or intended to be paid to him, and the consideration for any such payment; (6) with respect to any person on whose behalf any part of the offering is to be made in a non-issuer distribution: his name and address; the amount of securities of the issuer held by him as of the date of the filing of the registration statement; a description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past three (3) years or proposed to be effected; and a statement of his reasons for making the offering; (7) the capitalization and long-term debt (on both a current and a pro forma basis) of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a statement of the amount and kind of consideration (whether in the form of cash, physical assets, services, patents, goodwill, or anything else) for which the issuer or any subsidiary has issued any of its securities within the past two (2) years or is obligated to issue any of its securities; (8) the kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation therefrom at which any proportion of the offering is to be made to any person or class of persons other than the underwriters, with a specification of any such person or class; the basis upon which the offering is to be made if otherwise than for cash; the estimated aggregate underwriting and selling discounts or commissions and finders’ fees (including separately cash, securities, contracts, or anything else of value to accrue to the underwriters or finders in connection with the offering) or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts; the estimated amounts of other selling expenses, including legal, engineering, and accounting charges; the name and address of every underwriter and every recipient of a finder’s fee; a copy of any underwriting or selling-group agreement pursuant to which the distribution is to be made, or the proposed form of any such agreement whose terms have not yet been determined; and a description of the plan of distribution of any securities which are to be offered otherwise than through an underwriter; (9) the estimated cash proceeds to be received by the issuer from the offering; the purposes for which the proceeds are to be used by the issuer; the amount to be used for each purpose; the order or priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve the purposes stated; the sources of any such funds; and, if any part of the proceeds is to be used to acquire any property (including goodwill) otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of any persons who have received commissions in connection with the acquisition, and the amounts Rev. 18 de abril de 2026 www.ogp.pr.gov Página 71 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] of any such commissions and any other expense in connection with the acquisition (including the cost of borrowing money to finance the acquisition); (10) a description of any stock options or other security options outstanding, or to be created in connection with the offering, together with the amount of any such options held or to be held by every person required to be named in clause (2), (4), (5), (6), or (8) and by any person who holds or will hold ten percent (10%) or more in the aggregate of any such options; (11) the dates of, parties to, and general effect concisely stated of, every management or other material contract made or to be made otherwise than in the ordinary course of business if it is to be performed in whole or in part at or after the filing of the registration statement or was made within the past two (2) years, together with a copy of every such contract; and a description of any pending litigation or proceeding to which the issuer is a party and which materially affects its business or assets (including any such litigation or proceeding known to be contemplated by governmental authorities); (12) a copy of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended as of the effective date to be used in connection with the offering; (13) a specimen or copy of the security being registered; a copy of the issuer’s articles of incorporation and bylaws, or their substantial equivalents, as currently in effect; and a copy of any indenture or other instrument covering the security to be registered; (14) a signed or conformed copy of an opinion of counsel as to the legality of the security being registered (with a Spanish translation if it is in a foreign language), which shall state whether the security when sold will be legally issued, fully paid, and nonassessable, and, if a debt security, a binding obligation of the issuer; (15) the written consent of any accountant, engineer, appraiser, or other person whose profession gives authority to a statement made by him, if any such person is named as having prepared or certified a report or valuation (other than a public and official document or statement) which is used in connection with the registration statement; (16) a balance sheet of the issuer as of a date within four (4) months prior to the filing of the registration statement; a profit and loss statement and analysis of surplus for each of the three (3) fiscal years preceding the date of the balance sheet and for any period between the close of the last fiscal year and the date of the balance sheet, or for the period of the issuer’s and any predecessors’ existence if less than three (3) years; and, if any part of the proceeds of the offering is to be applied to the purchase of any business, the same financial statements which would be required if that business were the registrant, and (17) such additional information as the Commissioner requires through rule or order. (c) A registration statement under this section becomes effective when the Commissioner so orders. (d) The Commissioner may, through regulation or order require as a condition of registration under this section that a prospectus containing any designated part of the information specified in subsection (b) be sent or given to each person to whom an offering is made before or concurrently with: (1) The first written offering made to him/her (otherwise than by means of a public advertisement) by or for the account of the issuer or any other person on whose behalf Rev. 18 de abril de 2026 www.ogp.pr.gov Página 72 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] the offering is being made, or by any underwriter or broker-dealer who is offering part of an unsold allotment or subscription taken by him/her as a participant in the distribution; (2) the confirmation of any sale made by or for the account of any such person; (3) payment pursuant to any such sale, or (4) delivery of the securities pursuant to any such sale, whichever occurs first. Section 305. — (Provisions Applicable to Registration Generally) — (10 L.P.R.A § 875) (a) A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a registered broker-dealer. (b) Any person who files a registration statement by coordination or notice shall pay a registration fee equal to ⅕ of one percent (⅕ of 1%) of the maximum tender price at which the registered securities are to be offered in Puerto Rico, but the fee to be paid shall in no case be less than three hundred and fifty dollars ($350) up to a maximum of one thousand and five hundred dollars ($1,500). When a registration fee is by qualification, the person shall pay a registration fee equal to ⅕ of one percent (⅕ of 1%), but in no case less than one thousand dollars ($1,000) up to a maximum of two thousand and five hundred dollars ($2,500). In the case of registration by qualification, the Commissioner may reduce the established amounts through regulations, and charge 1/10 of one percent (1/10 of 1%), but in no case less than four hundred dollars ($400) in the case of enterprises engaged in activities of great public interest, which during each taxable year derive at least seventy percent (70%) of its gross income from Puerto Rican sources and at least seventy percent (70%) of such income comes from the development of one of the following activities: (1) A business engaged in substantial renovations of buildings or structures; (2) a manufacturing business which generates substantial jobs, it being understood that the criteria to be used shall be the unemployment rate and personal income with regard to the work force available in the municipality where the activity is to be undertaken; (3) a tourism business; (4) an agricultural business; (5) a business for the export of products and services to foreign countries, or (6) an enterprise engaged in the investment of high risk projects or businesses, which operates as a Capital Investment Fund under Act No. 3 of October 6, 1987, as amended, known as the “Capital Investment Funds Act of Puerto Rico” [Note: Replaced by the Act 46-2000, “Capital Investment Funds Act of Puerto Rico of 1999”] . When a registration statement is withdrawn before the effective date, or when in accordance to Section 306 a stop order is issued prior to said date, the Commissioner shall retain the minimum amount fixed by this subsection. (c) Every registration statement shall specify: (1) The amount of securities to be offered in Puerto Rico; (2) the states in which a registration statement or similar document in connection with the offering has been or is to be filed, and Rev. 18 de abril de 2026 www.ogp.pr.gov Página 73 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (3) any adverse order, judgment, or decree entered in connection with the offering by the regulatory authorities in each state or by any court or the Securities and Exchange Commission. (d) Any document filed under this Act or a predecessor act (within five (5) years preceding the filing of a registration statement) may be incorporated by reference in the registration statement to the extent that the document is currently accurate. (e) The Commissioner may, through regulation or otherwise, permit the omission of any item of information or document from any registration statement. (f) In the case of a non-issuer distribution, information may not be required under Section 304 or subsection (j) unless it is known to the person filing the registration statement or to the persons on whose behalf the distribution is to be made, or can be furnished by them without unreasonable effort or expense. (g) The Commissioner may, through regulation or order, require as a condition of registration by qualification or coordination (1) that any securities issued within the past three (3) years or to be issued by a promoter for a consideration substantially different from the public offering price, or to any person for a consideration other than cash, be deposited in escrow; and (2) that the proceeds from the sale of the registered securities in Puerto Rico be impounded until the issuer receives a specified amount from the sale of the securities either in Puerto Rico or elsewhere. The Commissioner may, through regulation or order, determine the conditions of a deposit in escrow or impounded required hereunder, but he/she may not reject a depositary solely because of location outside of Puerto Rico. (h) The Commissioner may, through rule or order, require as a condition for registration that any securities registered by qualification or coordination be sold only on a specified form of subscription or sale contract, and that a signed or conformed copy of each contract be filed with the Commissioner or preserved for any period of up to three (3) years specified in the regulation or order. (i) Any registration statement shall be effective for one (1) year from its effective date, or for any longer period during which the securities are being offered or distributed in a non-exempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by any underwriter or broker-dealer who is still offering part of an unsold allotment or subscription taken by him/her as a participant in the distribution, except during the time a stop order is in effect under Section 306. All outstanding securities of the same class as registered securities are considered to be registered for the purposes of any non-issuer transaction (1) as long as the registration statement remains effective and (2) between the thirtieth (30th) day after the entry of any stop order suspending or revoking the effectiveness of the registration statement under Section 306 (if the registration statement did not relate in whole or in part to a non-issuer distribution) and one (1) year from the effective date of the registration statement. A registration statement may not be withdrawn for one (1) year from its effective date if any securities of the same class are outstanding. A registration statement may be withdrawn otherwise only at the discretion of the Commissioner. (j) So long as a registration statement is effective, the Commissioner may, through regulation or order, require that the person who filed the registration statement file reports, not more often than quarterly, to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering. Rev. 18 de abril de 2026 www.ogp.pr.gov Página 74 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (k) A registration statement relating to securities issued by a face-amount certificate company or redeemable securities issued by an open-end management investment company or unit investment trust, as those terms are defined in the “Investment Companies Act of Puerto Rico” [Note: Replaced by the Act No. 93-2013, “Investment Companies Act of Puerto Rico of 2013”], may be amended after its effective date so as to increase the securities specified as proposed to be offered. Such an amendment becomes effective when the Commissioner so orders. Any person filing such an amendment shall pay a filing fee, calculated in the manner specified in subsection (b), with respect to the additional securities proposed to be offered. Section 306. — (Denial, Suspension, and Revocation of Registration) — (10 L.P.R.A § 876) (a) The Commissioner may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if he/she finds: (1) That the order protects the public interest, and (2) (A) That the registration statement as of its effective date or as of any earlier date in the case of an order denying effectiveness, or any amendment under Section 305(k) as of its effective date, or any report under Section 305(j) is incomplete in any material respect or contains any statement which was, in the light of the circumstances under which it was made, false or misleading with respect to any material fact; (B) any provision of this Act or any rule, order, or condition lawful[ly] imposed under this Act has been willfully violated, in connection with the offering: by (i) the person filing the registration statement, (ii) the issuer, any partner, officer, or director of the issuer, any person occupying a similar status or performing similar functions or any person directly or indirectly controlling or controlled by the issuer, but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer, or (iii) any underwriter; (C) the securities registered or sought to be registered are the subject of an administrative stop order or similar order or a permanent or temporary injunction of any court of competent jurisdiction issued under any other federal or state act applicable to the offering; but (i) the Commissioner may not institute a proceeding against an effective registration statement under this paragraph more than one (1) year from the date of the order or injunction relied on, and (ii) he/she may not issue an order under this paragraph on the basis of an order or injunction issued under any other state act unless that order or injunction was based on facts which would currently constitute grounds for a stop order under this section; (D) the issuer’s enterprise or method of business includes or would include activities which are illegal where performed; Rev. 18 de abril de 2026 www.ogp.pr.gov Página 75 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (E) the offering has worked or tended to work a fraud upon purchasers or would so operate; (F) the offering has been or would be made with unreasonable amounts of underwriters’ and sellers’ discounts, commissions, or other compensation, or promoters’ profits or participation, or unreasonable amounts or kinds of options; (G) when a security is sought to be registered by notification, it is not eligible for such registration; (H) when a security is sought to be registered by coordination, there has been a failure to comply with the undertaking required by Section 303(b)(4), or (I) the applicant or registrant has failed to pay the proper filing fee; but the Commissioner may issue only a denial order under this clause and he/she shall render any such order ineffective when the deficiency has been corrected. The Commissioner may not institute a stop order proceeding against an effective registration statement on the basis of a fact or transaction known to him/her when the registration statement became effective unless the proceeding is instituted within the next ninety (90) days. (b) The Commissioner may, through an order, summarily defer or suspend the effectiveness of the registration statement pending final determination of any proceeding under this section. Upon issuing the order, the Commissioner shall promptly notify each person specified in subsection (c) that it has been issued and of the reasons therefor and that within fifteen days after the receipt of a written request, the matter will be set down for a hearing. If no hearing is requested and none is ordered by the Commissioner, the order will remain in effect until it is modified or rendered ineffective by the Commissioner. If a hearing is requested or ordered, the Commissioner, after notice of and opportunity for hearing to each person specified in subsection (c), may modify or render the order ineffective, or extend it until its final determination. (c) No stop order may be entered under any part of this section except the first sentence of subsection (b) without: (1) Appropriate prior notice to the applicant or registrant, the issuer, and the person on whose behalf the securities are to be or have been offered, (2) opportunity for hearing, and (3) written findings of fact and conclusions of law. (d) The Commissioner may render ineffective or modify a stop order if he/she finds that the conditions which prompted its issuance have changed or that it is otherwise in the public interest to do so. Section 307. — (Federally Covered Securities) — (10 L.P.R.A § 877) (a) Pursuant to the provisions in Section 18(b)(2) of the Securities Act of 1933, for federally covered securities, said securities are excluded from the scope of the provisions of Section 882(a)(13). With regard to those securities that are federally covered securities by virtue of said Section 18(b)(2) of the Securities Act of 1933, the filing of all the documents listed below Rev. 18 de abril de 2026 www.ogp.pr.gov Página 76 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] shall be required whose requirements can be modified by the Commissioner through an order or regulation to such effect: (1) Prior to the initial offer in Puerto Rico of a federally-covered security pursuant to Section 18(b)(2) cited above, all documents that are part of the registration statement filed in the SEC under the provisions of the Securities Act of 1933, shall be filed, whether concurrently or not later than the first working day following the day that they are remitted or filed in the SEC, together with the consent to be summoned that is required by Section 414(g), together with the payment of the statement of registration notice fees. Every person who files a statement of registration notice of a federally covered security shall pay a fee for the lesser amount between the amount of fifteen hundred dollars ($15,000) or a sum equal to one-fifth of one percent (1/5 of 1%) of the sum of the maximum offering price for which the registered securities shall be offered in Puerto Rico. Provided, That the fee to be paid for this matter shall in no case be less than three hundred and fifty dollars ($350) to a maximum of fifteen hundred dollars ($1,500). (2) Subsequent to the initial offer in Puerto Rico of a federally covered security pursuant to the above cited Section 18(b)(2), every document that is part of an amendment to the registration statement filed before the SEC under the provisions of the Securities Act of 1933, shall be filed concurrently, and in all cases no later than the first working day following the day that the same are remitted to or filed in the SEC, whichever occurs first. If the amendment increases the amount of securities to be offered for sale in Puerto Rico, it must include fees equivalent to one fifth of one percent (1/5 of 1%) of the amount of the maximum offering price at which the additional securities shall be offered in Puerto Rico. (3) A quarterly report regarding the value of the federally covered security, pursuant to Section 18(b)(2) cited above, indicating the value thereof and the sales made in Puerto Rico during the period comprised in the report, with the purpose of maintaining the information contained in the notice of the federal registration statement and the progress of the offering, up to date. (b) Pursuant to the provisions of Section 18(b)(4)(D) of the Securities Act of 1933, for the securities defined therein as federally covered, the Commissioner, through an order or regulation to such effect, can require the issuer to file a statement of federal registration notice on Form “SEC-D”, together with the consent to be summoned required in Section 894(g), signed by the issuer, along with the payment of the notice of the registration statement fees established in subsection (a)(1). Said filing shall be made no later than fifteen (15) days after he first sale of said security in Puerto Rico. (c) Pursuant to the provisions of Section 18(b)(3) and (4) of the Securities Act of 1933 for the securities designated therein as under federal coverage, the Commissioner may require the filing of a copy of any or all documents that are filed before the SEC with regard to said securities, together with the payment of the registration statement notice fees established in subsection (a)(1). (d) The filing of a federal registration notice under the provisions of this section shall be effective for one (1) year from the date on which the federal registration statement notice was received Rev. 18 de abril de 2026 www.ogp.pr.gov Página 77 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] by the Commissioner, or the date on which the offer is effective for the SEC, whichever is later. (e) (1) The federal registration notice filed before the Commissioner under he provisions of this section, may be renewed by filing the documents and fees required by subsection (a) prior to the expiration of the notice in effect. Provided, That it shall not be required to file the quarterly report of s0ales provided in subsection (a)(3) in those cases in which the person paid the maximum notice fees of fifteen hundred dollars ($1,500). (2) For the renewal of the federal registration filed before the Commissioner under the provisions of this section, the consent to be summoned may be incorporated by reference, provided the previously filed consent continues in effect and the information contained therein remains in effect, and is up to date. (3) The renewal of the federal registration filed before the Commissioner under the provisions of this section shall become effective upon the expiration of the previously filed notice. (f) The Commissioner may issue an order to suspend the offering or sale of a federally covered security in Puerto Rico, if it concludes that: (1) The order protects the public interest, and (2) the provisions of this section have been violated. The [issuance] and procedure regarding said order shall be governed by the provisions of subsections (b), (c) and (d) of Section 306. PART IV EXEMPTIONS [Note: Former Section 401 was renumbered as Section 100 by the Act 114-1996] Section 402. — (Exemptions) — (10 L.P.R.A § 882) (a) The following securities are exempted from Sections 301 and 403: (1) Any securities (including a revenue obligation) issued or, guaranteed by the United States, any state, any political subdivision of a state, or any agency or corporation or other instrumentality of one or more of the foregoing; or any certificate of deposit for any of the foregoing. (2) Any securities issued or guaranteed by Canada, any Canadian province, any political subdivision of any such province, any agency or corporation or other instrumentality of one or more of the foregoing; or any other foreign government with which the United States currently maintains diplomatic relations, if the securities are recognized as a valid obligation by the issuer or guarantor. Rev. 18 de abril de 2026 www.ogp.pr.gov Página 78 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (3) Any securities issued by and representing an interest in or a debt of, or guaranteed by, any bank organized under the laws of the United States, or any bank, savings institution, or trust company organized and supervised under the laws of any state. (4) Any securities issued by and representing an interest in, or a debt of, or guaranteed by, any federal savings and loan association, or any building and loan or similar association organized under the laws of any state and authorized to conduct business in Puerto Rico. (5) Any securities issued by and representing an interest in, or a debt of, or guaranteed by, any insurance company organized under the laws of any state and authorized to conduct business in Puerto Rico; but this exemption does not apply to an annuity contract, investment contract, or similar securities of those insurance companies not authorized to conduct business in Puerto Rico and the securities of which have been previously registered in the Securities and Exchange Commission, pursuant to the “Investment Company Act of 1940”, under which the promised payments are not fixed in dollars but are substantially dependent upon the investment results of a segregated fund or account invested in securities. (6) Any securities issued or guaranteed by any federal savings and credit cooperative union, any savings and credit cooperative union, or similar association organized and supervised under the laws of Puerto Rico. (7) Any securities issued or guaranteed by any railroad, other common carrier, public utility, or holding company which is: (A) Subject to the jurisdiction of the Interstate Commerce Commission; (B) a registered holding company under the Public Utility Holding Company Act of 1935 or a subsidiary of such a company within the meaning of that act; (C) regulated in respect of its rates and charges by a government authority of the United States or any state, or (D) regulated in respect of the issuance or guarantee of securities by a government authority of the United States, any state, Canada, or any Canadian province. (8) Any securities listed or approved for listing upon notice of issue on the New York Stock Exchange, the American Stock Exchange, the Midwest Stock Exchange, the National Association of Securities Dealers Automated Quotations—National Market System (NASDAQ-NMS), the Chicago Option Exchange, the Pacific Stock Exchange, and any other securities exchange that requests exemption, if the Commissioner of Financial Institutions determines, at his/her discretion, that it is necessary and convenient to include said securities exchange among those listed herein; any other securities of the same issuer which are of senior or substantially equal rank; any securities acquired by subscription rights or options registered or approved as indicated above; or any option or right to purchase or subscribe to any of the above securities. (9) Any securities issued by any person organized and operated not for private profit but exclusively for religious, educational, philanthropic, charitable, fraternal, social, athletic, or reformatory purposes, or as a chamber of commerce or trade or professional association. (10) Any commercial paper which arises out of a current transaction or the proceeds of which have been or are to be used for current transactions, and which evidences an Rev. 18 de abril de 2026 www.ogp.pr.gov Página 79 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] obligation to pay cash within nine (9) months of the date of issuance, excluding the days of grace, or any renewal of such paper which is likewise limited, or any guarantee of such paper or of any such renewal. (11) Any investment contract or interest share in a noncollective trust fund issued in connection with an employees’ stock purchase, savings, pension, profit-sharing, or similar benefit plan which meets the requirements for qualification of Sections 1165 or 1023(n)(1)(B) of the Internal Revenue Code of Puerto Rico of 1994 (a trust fund shall be deemed to be collective if the assets of more than one of the aforementioned plans are invested jointly). (12) Any securities issued by and representing an interest in, or a debt of, or guaranteed by, any investment company registered pursuant to the Investment Companies Act of Puerto Rico [Note: Replaced by the Act No. 93-2013, “Investment Companies Act of Puerto Rico of 2013”]. (13) Any securities issued by an issuer registered as an investment company which continuously issues and redeems its stock (open-end management investment company) or by a unit investment trust under Section 8 of the “Investment Company Act of 1940” (15 U.S.C. § 80a-8), if the following requirements are met: (i) The issuer is advised by an investment adviser that is a depositary institution exempted from the requirement of registration under the “Investment Advisers Act of 1940” (15 U.S.C. §§ 80b-1 et seq.) or which is currently registered as an investment adviser, or affiliated to an adviser that has been registered as an investment adviser under the “Investment Advisers Act of 1940” (15 U.S.C. § 80b-3) for at least three (3) years prior to an offering or sale of securities allegedly exempted under this section, and when the issuer has acted, or is affiliated to an investment adviser that has acted, as an investment adviser for one or more registered investment companies or unit investment trusts for at least three (3) years prior to an offering or sale of securities allegedly exempted under this section; or (ii) the issuer has a promoter that, at all times, during the three (3) years preceding an offering or sale of securities allegedly exempted under this section, has promoted one or more registered investment companies or unit investment trusts, and the total asset aggregate of which has exceeded the sum of one hundred million dollars ($100,000,000), and (iii) in addition to the aforementioned, the Commissioner has received, prior to any sale exempted under this subsection: (a) A notice of intention to sell, prepared and signed by the issuer of the securities, which shall include the name and address of the issuer and the type and amount of the securities to be offered in Puerto Rico, and (b) the payment of the fees established by Section 305(b). (iv) In the event that securities from an open-end management investment company or a unit investment trust should be offered or sold, the filing of a new notice and the payment of the fees corresponding thereto shall be required twelve (12) months after the Commissioner has received the notice and payment of fees established in paragraph (iii) of this clause. Rev. 18 de abril de 2026 www.ogp.pr.gov Página 80 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (v) An exemption under this section does not constitute or grant an exemption from the requirement of registration to agents who offer or sell the securities referred to in this section. (vi) For purposes of this section, an investment adviser shall be understood to be affiliated with another investment adviser if the investment adviser controls or is under common control with such other investment adviser. (14) Any securities issued by and which represent an interest in, or in an obligation of, or guaranteed by the Housing and Human Development Trust of Puerto Rico, as it has been created and is operated pursuant to Public Deed No. 135 of May 5, 2004, executed before Notary José Orlando Mercado Gely. (15) Any securities issued by and which constitute an interest in, or in an obligation of, or secured by the Puerto Rico Education and Rehabilitation Society (SER de Puerto Rico). (b) The following transactions are exempted from Sections 301 and 403: (1) Any isolated non-issuer transaction, whether effected through a broker-dealer or not. (2) Any non-issuer distribution of outstanding securities if: (A) A recognized securities manual contains the names of the issuer’s officers and directors, a balance sheet of the issuer as of a date within the preceding eighteen (18) months, and a profit and loss statement for either the fiscal year preceding that date or the most recent year of operations, or (B) the securities have a fixed maturity or a fixed interest or dividend provision and there has been no default during the current fiscal year or within the three (3) preceding fiscal years, or during the existence of the issuer and any predecessors if less than three (3) years, in the payment of principal, interest, or dividends on the securities. (3) Any non-issuer transaction effected by or through a registered broker-dealer pursuant to an unsolicited order or offering to buy; but the Commissioner may, through regulation, require that the customer acknowledge on a standard printed that the sale was unsolicited, and that a signed copy of each such form be preserved by the broker- dealer for a specified period. (4) Any transaction between the issuer or another person on whose behalf the offering is made and an underwriter, or among underwriters. (5) Any transaction relative to a bond or other evidence of indebtedness secured by a real or personal property mortgage or deed of trust, or by an agreement of the sale of real estate or personal property, if all mortgages, deeds of trust, or agreements, together with all the bonds or other evidences of indebtedness secured thereby, are offered and sold as a unit. (6) Any transaction by an executor, administrator, actuary, marshall, receiver, trustee in bankruptcy, guardian, or curator. (7) Any transaction executed by a bona fide pledgee without any purpose of evading the provisions of this Act. (8) Any offer or sale to a bank, savings institution, trust company, insurance company, investment company as defined in the Investment Companies Act of Puerto Rico [Note: Replaced by the Act No. 93-2013, “Investment Companies Act of Puerto Rico of 2013”], pension or Rev. 18 de abril de 2026 www.ogp.pr.gov Página 81 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] profit-sharing trust, or other financial institution or institutional buyer, or to a broker- dealer, whether the purchaser is acting for him/her/itself or in some fiduciary capacity. (9) Any transaction in accordance to an offering directed by the offeror to no more than ten (10) persons (except those designated in clause (8) of this subsection) in Puerto Rico during any period of twelve (12) consecutive months, whether or not the offeror or any of the offerees to whom the offering is made is present in Puerto Rico at the time, if: (A) The seller reasonably believes that all buyers in Puerto Rico (that are not designated in clause (8) of this subsection) are purchasing for investment; (B) no commission or other remuneration is paid or given directly or indirectly for soliciting any prospective buyer in Puerto Rico (except those designated in clause (8) of this subsection); but the Commissioner may, through regulation or order, with respect to any securities or transactions, or any kind of securities or transactions, withdraw or further condition this exemption, or increase or decrease the number of offerees permitted, or waive the conditions in paragraphs (A) and (B) of this clause with or without the substitution of a limitation in the remuneration. (10) Any offer or sale of a preorganization or subscription certificate if: (A) No commission or other remuneration is paid or given directly or indirectly for soliciting any prospective subscriber; (B) the number of subscribers does not exceed ten (10), and (C) not more than one thousand dollars ($1,000) is paid by all subscribers in the aggregate. (11) Any transaction pursuant to an offering to existing security holders of the issuer, including persons who at the time of the transaction are holders of convertible securities, non-transferable warrants, or transferable warrants that may be exercised not later than ninety (90) days after being issued for the purchase of stock at a fixed price, if: (A) No commission or other remuneration (other than a stand-by commission) is paid or given directly or indirectly for soliciting any security holder in Puerto Rico, or (B) the issuer first files a notice specifying the terms of the offer and the Commissioner does not, through an order, disallow the exemption within the next five (5) full business days. (12) Any offering (but not a sale) of securities for which a registration statement has been filed under both this Act and the Securities Act of 1933, if no stop or denial order is in effect, and no public proceeding or examination considering the issue of such order is pending. (13) Any offering (but not a sale) of securities for which a registration statement has been filed under this Act, under the standards adopted by the Commissioner, through a regulation to such effects, to authorize the use of the prospectus or memorandum of preliminary offering. (14) Any offer or sale of securities made by an issuer in a transaction that meets the following requirements: Rev. 18 de abril de 2026 www.ogp.pr.gov Página 82 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (A) The sale of securities shall be made exclusively to those buyers that the issuer reasonably considers to be accredited investors. (B) An issuer undergoing its development phase who has no specific business plan or has stated that its business plan consists of participating in a merger or acquisition with an unidentified company or with another person or entity, may not avail itself of the exclusion. (C) The issuer reasonably deems that all the buyers are buying the securities as an investment and not with the intention of selling or distributing the same. Any resale of a security sold under this exclusion, within twelve (12) months of the sale, shall be presumed to have been made with the intention of distribution and not as an investment, with the exception of a resale for which a statement of registration has been submitted pursuant to the provisions of this Act or a resale to an accredited investor, as defined in this Act. (D) (i) An issuer may not avail itself to the exclusion if the issuer, or any predecessor, partner, official or director thereof, or any beneficiary of ten percent (10%) or more of any of its capital securities, or its promoter, or any person who directly or indirectly controls or is controlled by the issuer, or any insurer underwriter of the securities to be offered, or any partner, director or official of said insurer, if: (I) Within the last five (5) years, it has submitted a registration statement that is currently subject to a suspension order issued by the Commissioner denying it effectiveness; (II) within the last five (5) years, it has been convicted of any crime connected to the offer, purchase or sale of securities, or to fraud or deceit; (III) is currently subject to any federal or state administrative suspension order or decision issued in the last five (5) years, which involves fraud or deceit in connection to purchase or sale in the securities business; (IV) is currently subject to an order, ruling or judgment of any federal or state court with competent jurisdiction rendered within the last five (5) years, prohibiting the party, whether permanently or temporarily, from engaging or continuing to engage in any conduct or practice involving fraud or deceit in connection to the purchase or sale of securities. (ii) Paragraph (D)(i) of this clause shall not be applicable if: (I) The party subject to a suspension or revocation order is registered, pursuant to the provisions of this Act, to conduct activities connected to the securities business in the state in which the suspension or revocation order was issued against said party; (II) prior to the first offer under this exclusion, the Commissioner, or the federal or state court or regulatory authority that issued Rev. 18 de abril de 2026 www.ogp.pr.gov Página 83 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] the order, ruling or judgment for suspension or revocation, renders said suspension or revocation ineffective, or (III) the issuer establishes that it had no knowledge of, and that, in the exercise of reasonable care and based on a factual investigation, could not have known that there was a suspension or revocation order against it. (E) (i) With the prior authorization of the Commissioner, a general notice of the proposed offer may be made. (ii) The general notice of the proposed offer shall include the following information: (I) Name, physical or mailing address and telephone number of the securities issuer; (II) name, brief description and price of any securities to be issued; (III) a brief description of the issuer’s business, in not more than twenty-five (25) words; (IV) the type, number and aggregate amount of the securities offered; (V) name, physical or mailing address and telephone number of the person to be contacted to obtain additional information, and (VI) a statement to the effect that: a. The sales shall only be made to accredited investors; b. no money or other consideration may be solicited through the general notice; c. the securities have not been registered at or approved by the Commissioner and are being offered for sale and sold under a registration exemption; (VII) any other information that the Commissioner may request. (F) The issuer with respect to an offer, may furnish information additional to that of the general notice under paragraph (E) of this clause if said information: (i) Is offered through an electronic data base restricted to accredited investors under the “ACE-Net” Program as implemented by the Federal Small Business Administration, or (ii) is offered after the issuer reasonably believes that the buyer in question is an accredited investor. (G) Solicitation or offer through the telephone shall not be allowed, unless the issuer reasonably believes that the buyer in question is an accredited investor prior to placing the phone call. (H) The issuer shall submit to the Commissioner, in the forms provided by the latter, its unconditional and irrevocable consent to be summoned pursuant to the provisions of Section 894 and shall enclose the same together with the filing fees established in subsection (e). (c) The Commissioner may, through an order, deny or revoke any exemption specified in clauses (9) and (11) of subsection (a) or subsection (b) with respect to any specific securities or transactions. No such order may be issued without appropriate prior notice to all interested Rev. 18 de abril de 2026 www.ogp.pr.gov Página 84 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] parties, or opportunity for hearing, and formulation of written findings of fact and conclusions of law, except that the Commissioner may, through an order, summarily deny or revoke any of the specified exemptions pending final determination of any proceeding under this subsection. Upon issuing a summary order, the Commissioner shall promptly notify all interested parties to the effects that such order has been issued, stating the grounds therefor, and shall notify that the matter shall be scheduled for hearing within fifteen days from the receipt of a written petition to such effects. If no hearing is requested and none is ordered by the Commissioner, the order shall continue in effect until modified or rendered ineffective by the Commissioner. If a hearing is requested or ordered, the Commissioner may, upon prior notice to all interested parties, and opportunity for hearing, modify, render ineffective or defer the order until a final determination is reached. No order under this subsection may be enforced retroactively. No person may be held in violation of Sections 301 or 4033 by reason of any offering or sale effected after issuance of an order under this subsection if said person sustains burden of proof of not having any knowledge about said order, and that in the exercise of reasonable diligence, he/she could not have any knowledge of the same. (d) In any proceeding initiated pursuant to the provisions of this Act, the burden of proof shall rest upon the person claiming an exception or exemption under the provisions of this Act. (e) Any person filing a petition for exemption under the provisions of this section must accompany the same with a filing fee of one hundred dollars ($100). Section 403. — (Filing of sales and advertising literature) — (10 L.P.R.A § 883) The Commissioner may, through regulation or order to that effect, require the filing of any prospectus, pamphlet, circular, form letter, advertisement or any sales literature or advertisement communication addressed or intended for distribution to prospective investors, including clients or prospective clients of an investment adviser, unless the securities or transactions are exempted under Section 402. Section 404. — (Misleading filings) — (10 L.P.R.A § 884) It shall be unlawful for any person to make or cause to be made, in any document filed with the Commissioner, or in any proceeding established pursuant to the provisions of this Act, any statement which is, at the time and in light of the circumstances under which it is made, false or deceptive in any material respect. Section 405. — (Unlawful representations concerning registration or exemption) — (10 L.P.R.A § 885) (a) (1) Neither the fact that an application for registration under SubAct II or a registration statement under Subchapter III has been filed nor, (2) the fact that a person is effectively registered, shall constitute a finding by the Commissioner that any document filed pursuant to this chapter is true, complete, and not deceptive. Neither any such facts nor the fact that an exception is available means Rev. 18 de abril de 2026 www.ogp.pr.gov Página 85 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] that the Commissioner has in any way decided on the merits or qualifications, or has recommended or given his/her approval to any persons, securities or transactions. (b) It is unlawful to make, or cause to be made, any representation inconsistent with subsection (a) to any prospective purchaser or client. Section 406. — (Administration of Act) — (10 L.P.R.A § 886) (a) This Act shall be administered by the Commissioner of Financial Institutions. (b) It is unlawful for the Commissioner or any of its officers or employees to use for personal benefit any information which is filed with or obtained by the Commissioner and which is not made public. No provision of this Act authorizes the Commissioner or any of its officers or employees to disclose any such information except among themselves or when necessary or appropriate in a proceeding or investigation under this Act. No provision of this Act either creates or derogates from any privilege which exists at law when documentary or other evidence is sought under a subpoena directed to the Commissioner or any of his officers or employees. (c) The Commissioner may, by rule or order, fix the fees to be charged for examinations and filings under Section 403, as well as for other miscellaneous filings for which no fees are specified elsewhere in this Act. Section 407. — (Investigations and Subpoenas) — (10 L.P.R.A § 887) (a) The Commissioner at his/her discretion: (1) May make such public or private investigations within or without Puerto Rico as he/she deems necessary to determine if any person has violated or is about to violate any provision of this Act, or any or regulation or order hereunder, or to aid in the enforcement of this Act, or in the promulgation of regulations and forms hereunder, (2) may require or allow any person to present a statement in writing, under oath or otherwise, as determined by the Commissioner, as to all the facts and circumstances concerning the matter to be investigated. (b) For the purposes of any investigation or proceeding pursuant to the provisions of this Act, the Commissioner or any official designated by him/her may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence, and require the production of any books, papers, correspondence, memoranda, agreements, or other documents or records which the Commissioner may deem relevant or substantial to the investigation. (c) In case of contumacy or refusal to obey a subpoena issued to any person, the Court of First Instance, upon petition of the Commissioner, may issue an order compelling the person to appear before the Commissioner or his/her designated official, to produce documentary efficiency, if so ordered, or to contribute evidence in connection to the matter under investigation or dispute. Failure to comply with the court order may be punished by the court as contempt of court. (d) No person is excused from attending and testifying or from producing any document or record before the Commissioner, or from obeying a subpoena issued by the Commissioner or his/her designated official or any proceeding instituted by the Commissioner, on the grounds that said Rev. 18 de abril de 2026 www.ogp.pr.gov Página 86 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] testimony or evidence (whether documentary or of any other nature) required by the Commissioner may tend to incriminate him/her or subject him/her to a penalty or forfeiture; but no individual may be prosecuted or submitted to penalty or forfeiture for or by reason of any transaction, matter or anything else concerning the issue for which he/she has been compelled to testify or produce evidence (documentary or of any other nature), after having claimed his/her privilege against self-incrimination. However, the individual under testimony is not exempt from prosecution and punishment for perjury or contempt committed during testimony. (e) The Commissioner may issue subpoenas and request that orders be issued for their due compliance in Puerto Rico, at the petition of an agency or administrator regulating the securities industry in another state if the activity which constitutes the alleged violation for which a subpoena is petitioned would constitute a violation of this Act, had it occurred in Puerto Rico. Section 408. — (Injunctions) — (10 L.P.R.A § 888) (a) When in the judgment of the Commissioner any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this Act, or any regulation or order promulgated pursuant to the provisions of the same, he/she may at his/her discretion, initiate a process in the Court of First Instance, Superior Part, to enjoin such acts or practices, and to enforce compliance with the provisions of this Act or any regulation or order promulgated pursuant to its provisions. Upon presentation of proof to the satisfaction of the court, a permanent or temporary injunction, restraining order, or writ of mandamus shall be granted, and a receiver or curator may be appointed for the defendant or for the defendant’s assets. The Commissioner shall not be required to post bond. (b) If the Commissioner reasonably believes, whether or not based on an investigation conducted by him/her, that a person has violated, or in the case of clause (1) of this subsection, is about to violate this Act or a rule or order issued by the Commissioner under this Act, the Commissioner may, in addition to any other power granted to him/her under this Act and upon prior notice and hearing to such effects, unless such right to notice and hearing is waived by the person against whom the sanction is imposed, take one or more of the following measures: (1) Issue an order to cease and desist; (2) censor the person, if the person has a broker-dealer, agent, or investment adviser license, or (3) suspend or prevent the person from associating with a licensed broker-dealer, agent or investment adviser in Puerto Rico for a term not to exceed one year; term during which the Commissioner may conduct any further investigations and take other actions allowed by law that may be necessary to protect the public interest. (c) For purposes of determining what sanctions, if any, may be imposed under clauses (1)-(3) of subsection (b), the Commissioner shall consider, among other factors, the frequency and persistence of the conduct which constitutes a violation of any provision of this Act or any regulation or order promulgated pursuant to its provisions, the number of persons affected adversely by the conduct to be sanctioned, and the scope of the damage caused or about to be caused, should it be easily determined. Rev. 18 de abril de 2026 www.ogp.pr.gov Página 87 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (d) The notice required in accordance with subsection (b) shall indicate the legal or statutory provisions that, according to the Commissioner have been violated or, in the case of subsection (b)(1), are about to be violated, and shall also indicate the right of the affected party to an opportunity for hearing. (e) Notwithstanding the requirement of previous notice and hearing to the effects of subsection (b), the Commissioner may impose the sanctions provided under subsection (b)(1) by means of an immediate action adjudicatory procedure in those cases allowed under Section 3.17 of “Uniform Administrative Procedures Act” [Note: Repealed and replaced by the Act 38-2017]. (f) Nothing herein provided shall in any way limit the powers conferred to the Commissioner under the Financial Institutions Commissioner’s Office Act, Act No. 4 of october 11, 1985, as amended. Section 409. — (Criminal penalties) — (10 L.P.R.A § 889) (a) Any person who willfully violates any provision of this Act except Section 404, or who willfully violates any regulation or order promulgated under the provisions of this Act, or who willfully violates Section 404 knowing that the statement made is false or misleading in any material respect, shall, upon conviction, be fined not less than five hundred dollars ($500) nor more than ten thousand dollars ($10,000), or imprisonment for a term of not less than six (6) months nor more than five (5) years, or both penalties. No proceeding may be initiated more than ten (10) years after the alleged violation. (b) The Commissioner may refer such evidence as is available in connection with violations of this Act, or of any regulation or order promulgated hereunder, to the Secretary of Justice, who may, with or without such a reference, initiate the appropriate criminal procedure pursuant to the provisions of this Act. (c) Nothing in this Act limits the power of the state to punish any person for any conduct which constitutes a crime under the Penal Code. (d) The Commissioner may, in addition to the other remedies established in this Act, or in substitution thereof, impose upon any person who violates any of the provisions of this Act, regulations or orders promulgated hereunder, an administrative fine of not less than five hundred dollars ($500) nor more than five thousand dollars ($5,000) for each violation. The Commissioner may impose an additional fine equal to the total amount of the price paid for any securities offered or sold in violation of the provisions of this Act, and/or order the return of such a price to the purchasers who so accept, plus interest at the interest rate applicable to judicial decisions as provided by the regulations approved to such effects by the Financial Board created by Act No. 4 of October 11, 1985, as amended . If the person upon whom the administrative fine is imposed is not in agreement with it, he/she shall request a hearing, in writing, within ten (10) days following the date of notice. If the person agrees, he/she shall pay the fine no later than the expiration of said ten (10) days, at the Office of the Commissioner, by certified check or money order payable to the Secretary of the Treasury. The injured party shall have the remedy provided in Section 411 against the determination of the Commissioner imposing an administrative fine. Rev. 18 de abril de 2026 www.ogp.pr.gov Página 88 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] Section 410. — (Civil liabilities) — (10 L.P.R.A § 890) (a) Any person who: (1) Offers or sells a security in violation of Section 201(a), 301, or 405(b), or of any rule or order under Section 403 which requires the affirmative approval of sales literature before it is used, or of any condition imposed under Section 304(d), 305(g), or 305(h), or (2) offers or sells a security by means of a false statement of a material fact or omitting to state a material fact needed to prevent that any statement made, in the light of the circumstances under which it was made, leads to misunderstanding (the buyer not knowing of the falsehood or omission), and does not suppport the burden of proof that he did not know, and in exercising reasonable prudency could not have known of the falsehood or omission, shall be liable to the person who buys the security, who may file suit to recover the price paid for the security, in addition to the interest at the rate applicable to judicial awards as provided by the regulations approved to such effects the Financing Board created by Act No. 4 of October 11, 1985, as amended , starting on the date in which the payment, costs and reasonable Attorney’s fees were made less the sum of any income received on, upon the tender of the security, or for damages if he no longer owns the security. Damages are the amount that would be recoverable upon returning the security, less its price when the buyer disposed of it plus interest at the rate applicable to judicial awards as provided through regulations approved to such effects by the Financing Board created by Act No. 4 of October 11, 1985, as amended , as of the date such security was disposed of. (b) Every person who directly or indirectly controls a seller liable under subsection (a), every partner, officer, or director of such a seller, every person occupying a similar status or performing similar functions, every employee of such a seller who materially aids in the sale, and every broker-dealer or agent who materially aids in the sale are also liable jointly and severally with and to the same extent as the seller, unless the non-seller who is so liable sustains the burden of proof that he did not know, and in exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist. There is contribution as in cases of contract among the several persons so liable. (c) Any tender specified in this section may be made at any time before entry of judgment. (d) Every cause of action under this statute survives the death of any person who might have been a plaintiff or defendant. (e) No person may bring a civil suit pursuant to the provisions of this section more than two (2) years after the sale contract has been executed. A person may not bring a civil suit pursuant to the provisions of this section: (1) If the buyer received a written offer before the suit and when he still owned the security, to refund the price paid plus interest at the rate applicable to judicial awards, as provided by the regulations approved to such effects by the Financing Board created by Act No. 4 of October 11, 1985, as amended , as of the date the payment was made, less the amount of any income earned on the security, and he failed to accept the offer within thirty (30) days from its receipt, or Rev. 18 de abril de 2026 www.ogp.pr.gov Página 89 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (2) if the buyer received such an offer before the suit, and when he was no longer the owner of the security unless he had rejected the offer in writing within thirty (30) days of its receipt. (f) No person who has made or engaged in the performance of any contract in violation of any provision of this Act or any rule or order hereunder, or who has acquired any purported right under any such contract with knowledge of the facts by reason of which its making or performance was in violation, may base any suit on the contract. (g) Any condition, stipulation, or provision binding any person acquiring any security to waive compliance with any provision of this Act or any rule or order hereunder is void. (h) The rights and remedies provided by this Act are in addition to any other rights or remedies that may exist at law, but this Act does not create any cause of action not specified in this section or Section 202(e). Section 411. — (Judicial review of orders) — (10 L.P.R.A § 891) Any person prejudiced by a final order of the Commissioner may obtain revision thereof before the Circuit Court of Appeals pursuant to the provisions of Act No. 248 of December 25, 1995. Section 412. — (Rules, forms, orders, and hearings) — (10 L.P.R.A § 892) (a) The Commissioner may issue, amend and rescind, from time to time, such regulations, forms, and orders as may be necessary to enforce the provisions of this Act, including regulations and forms governing, applications and reports, and defining any terms, whether or not used in this Act, insofar as said definitions are not inconsistent with the provisions of this Act. Concerning the regulations and forms, the Commissioner may classify persons and matters within his/her jurisdiction, and prescribe different requirements for different classes. (b) No regulation, form or order may be issued, amended or rescinded, unless the Commissioner determines that such an action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes reasonably intended by the norms and provisions of this Act. In prescribing regulations and forms, the Commissioner may cooperate with Securities Administrators from other states and with the Securities Commission, so that the policy of this statute may achieve maximum uniformity in the form and content of the applications and reports whenever possible. (c) The Commissioner may prescribe, through regulation or order: (1) The form and content of financial statements required under this Act; (2) the circumstances under which consolidated financial statements shall be filed, and (3) whether any required financial statements shall be certified by independent or certified public accountants. All financial statement shall be prepared in accordance with generally accepted accounting practices. (d) All regulations and forms of the Commissioner shall be published. (e) No provision of this Act imposing any liability shall apply to an act done or omitted in good faith in conformity with any regulation, form, or order of the Commissioner, even if said regulation, form or order may later be amended, rescinded, or declared null and void by a judicial or any other authority, for any reason. Rev. 18 de abril de 2026 www.ogp.pr.gov Página 90 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (f) Any administrative hearing shall be public, unless the Commissioner, at his/her discretion, grants a petition subscribed by all respondents to the effect that the hearing be held privately. Section 413. — (Administrative files and opinions) — (10 L.P.R.A § 893) (a) A document is considered as filed when it has been received by the Commissioner. (b) The Commissioner shall keep a record of all registration applications which are or have ever been effective at any time pursuant to this Act, and of all denial, stop or revocation orders which have been issued under this Act. The record shall be open for public inspection. (c) The information contained in or filed with any application or report shall be made available to the public pursuant to the regulations promulgated by the Commissioner. (d) Upon request, the Commissioner shall furnish photocopies or any other kind of copy (certified with the agency seal, if so required) of any entry in the record, or of any document under public record, at a reasonable price determined by him/her. In any proceeding initiated or action brought under this Act, any copy duly certified shall constitute prima facie evidence of the contents of the entry or document certified. (e) The Commissioner may, at his/her discretion, issue interpretative opinions at the request of interested persons. Section 414. — (Scope of the Act and Service of Process) — (10 L.P.R.A § 894) (a) Sections 101, 201(a), 301, 405 and 410 apply to persons who sell or offer to sell when (1) an offer to sell is made in Puerto Rico, or (2) an offer to buy is made and accepted in Puerto Rico. (b) Sections 101, 201(a) and 405 apply to persons who buy or offer to buy when (1) an offer to buy is made in Puerto Rico, or (2) an offer to sell is made and accepted in Puerto Rico. (c) For the purpose of this section, an offer to sell or to buy is made in Puerto Rico, whether or not either party is then present in Puerto Rico, when the offer (1) originates from Puerto Rico or (2) is directed by the offeror to Puerto Rico and received at the place to which it is directed (or at any post office in Puerto Rico in the case of a mailed offer). (d) For the purpose of this section, an offer to buy or to sell is accepted in Puerto Rico when acceptance (1) is communicated to the offeror in Puerto Rico and, (2) has not previously been communicated to the offeror, orally or in writing, outside Puerto Rico; and acceptance is communicated to the offeror in Puerto Rico, whether or not either party is then present in Puerto Rico, when the offeree directs it to the offeror in Puerto Rico reasonably believing the offeror to be in Puerto Rico and it is received at the place to which it is directed (or at any post office in Puerto Rico in case of mailed acceptance). (e) An offer to sell or to buy is not made in Puerto Rico when (1) the publisher circulates or there is circulated on his behalf in Puerto Rico any bona fide newspaper or other publication of general, regular, and paid circulation which is not published in Puerto Rico, or which is published in Puerto Rico but has had more than two-thirds of its circulation outside Puerto Rico during the past twelve months, or (2) a radio or television program originating outside Puerto Rico is received in Puerto Rico. Rev. 18 de abril de 2026 www.ogp.pr.gov Página 91 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] (f) Sections 102 and 201(c), as well as Section 405 so far as investment advisers are concerned, apply when any act instrumental in effecting prohibited conduct is done in Puerto Rico, whether or not either party is then present in Puerto Rico. (g) Any applicant for registration under this Act and any issuer that proposes to offer securities in Puerto Rico through any person acting on an agency basis, as commonly understood, shall file with the Commissioner in such a form as he/she through regulation may prescribe, his/her irrevocable consent designating the Commissioner or his/her successor as his/her legal representative, for the purpose of receiving service concerning any non-criminal process, action, or proceeding initiated against him/her or his/her successor, executor or administrator, which have arisen from the provisions of this Act or from any regulation or order promulgated pursuant to its provisions after such a consent has been filed, with the same force and validity as if served personally on the person filing the consent. Any person who has filed such a consent in connection with a previous registration need not file another. Service of process may be made by leaving a copy of the summons at the office of the Commissioner, but it shall not be effective unless: (1) The plaintiff, who may be the Commissioner him/herself, in a suit, action or proceeding initiated by him/her, immediately sends notice of the service of process and a copy of the summons by registered mail to the defendant or respondent at his/her last address filed with the Commissioner, and (2) the plaintiff’s affidavit of compliance with this subsection is filed by the plaintiff in the case, on or before the term to reply expires, or within the additional term granted by the court. (h) When any person, including any nonresident of Puerto Rico, engages in any conduct prohibited or declared actionable by this Act or by any regulation or order promulgated pursuant to its provisions, and has not filed his/her consent to service of process pursuant to subsection (g), and personal jurisdiction over him/her cannot otherwise be obtained in Puerto Rico, such conduct shall be considered equivalent to his/her appointment of the Commissioner or his/her successor to be his/her legal representative to receive service concerning any non-criminal legal process, action or proceeding initiated against him/her or his/her successor, executor or administrator, which arises from such conduct and is initiated under the provisions of this Act or under any regulation or order promulgated pursuant to its provisions, with the same force and validity as if served on him/her personally. Service of process may be made by leaving a copy of the service at the office of the Commissioner, but it shall not be effective unless: (1) The plaintiff, who may be the Commissioner him/herself, in a suit, action or proceeding initiated by him/her, immediately sends notice of the service of process and a copy of the summons by registered mail to the defendant or respondent at his/her last known address, or takes other steps reasonably directed to obtain an effective notice, and (2) the plaintiff’s affidavit of compliance with this subsection is filed in the case, on or before expiration of the term to reply, or within the additional term granted by the court. (i) When a summons has been issued under this section, the court or the Commissioner, in a proceeding initiated before him/her, shall order such continuance as may be necessary to afford the defendant or respondent a reasonable opportunity to defend him/herself. Rev. 18 de abril de 2026 www.ogp.pr.gov Página 92 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] Section 415. — (Statutory Policy) — (10 L.P.R.A § 895) This Act shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact it and to coordinate the interpretation and administration of this Act with the related federal regulation. Section 416. — (Cooperation with other Agencies) — (10 L.P.R.A § 896) In order to foster uniform construction and administration of this Act and attain the effective regulation and supervision of the securities industry, the Commissioner may cooperate with other State or Federal securities agencies of the United States, Canada, Mexico, or of any other country, with any self-regulated securities organization, the Securities Investors Protection Corporation, any national or international securities organization, and with any government agency, whether state, federal, local or from a foreign country, engaged in the protection of public safety and law enforcement. Section 417. — (Special Fund) — (10 L.P.R.A § 897) (a) A special fund is hereby created, to be known as the “Fund for Investor and Consumer Education in Relation with the Financial System and for the Training of the Personnel of the Office of the Financial Institutions Commissioner”, to provide money to educate the general public on financial issues and train the personnel of the Office of the Commissioner. (b) The Commissioner shall, in his/her discretion, carry out any efforts that he/she may deem would contribute to better advise and educate consumers in their relation with the finance industry and make use of said funds to, among other things, provide resources to those entities, divisions and/or programs which assist in achieving the purposes set forth for this Fund, and to defray any operating expenses that the administration thereof may entail. (c) All the moneys received by the Commissioner from administrative fines imposed for violations of the provisions of this Act, may be deposited in this Fund. Likewise, any fine imposed by the Commissioner for voluntary agreements or administrative orders may be deposited in this Fund. (d) Temporary provision.— For the purpose of contributing towards defraying the operating expenses of the Cooperative Development Commission (COOPDC) of the Government of Puerto Rico, the Office of the Commissioner of Financial Institutions (OCFI) shall allocate two million dollars ($2,000,000) annually during fiscal years 2011-2012 and 2012-2013 from the funds generated under the provisions of this section, known as the “Fund for Investor and Consumer Education in Relation with the Financial System and for the Training of the Personnel of the Office of the Financial Institutions Commissioner”, of Act No. 24 of June 2, 2009, as amended. Said annual allocation shall be transferred to the Secretary of the Treasury who shall create and keep a special account in favor of the COOPDC to defray its operating expenses during fiscal years 2011-2012 and 2012-2013. The Secretary of the Treasury shall promptly promulgate regulations to provide the mechanisms for COOPDC to access such funds. Once the aforementioned particular purpose has concluded and been accomplished, the allocation from the Office of the Commissioner of Financial Institutions to said special account Rev. 18 de abril de 2026 www.ogp.pr.gov Página 93 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended] shall cease on July 1, 2013. Provided, That for Fiscal Year 2014-2015, the sum of four million, eight hundred and fifty thousand dollars ($4,850,000) shall be transferred from the “Fund for Investor and Consumer Education in Relation with the Financial System and for the Training of the Personnel of the Office of the Financial Institutions Commissioner”, created in this section to the “Legal Liability Fund”. Likewise, for Fiscal Year 2015-2016, the sum of two million, five hundred thousand dollars ($2,500,000) in account number 0750000-238-780- 1998, or in any other created for the same purposes in the Department of the Treasury’s accounting system shall be transferred from said Fund to the “Special Education Student’s Therapy and Service Fund”, created by Act No. 73-2014. Provided, further, That for Fiscal Year 2016-2017, the sum of two hundred thousand dollars ($200,000) in account number 0750000-238-780-1998 of the Department of the Treasury’s accounting system, shall be transferred from this Fund to the “Special Education Students Service and Therapy Fund”, created by Act No. 73-2014. Provided, further, That for Fiscal Year 2016-2017, the sum of one million dollars ($1,000,000) shall be transferred from account 0750000-238-780-1998 or any other account created for the same purposes in the Department of the Treasury’s accounting system to the “Elections Support Fund”. Section 418. — (North American Securities Administrators Association, Inc.—Adoption of Standards) — (10 L.P.R.A § 898) The Commissioner may, through regulation or order to such effects, adopt those policies or initiatives deemed pertinent as adopted by the North American Securities Administrators Association, Inc. (NASAA). Section 419. — (Short Title) — (10 L.P.R.A § 851 note) This Act may be cited as the “Uniform Securities Act.” Section 420. — (Severability of Provisions) — (10 L.P.R.A § 8) If any provision of this Act or the application thereof to any person or circumstances is held invalid, the invalidity shall not affect other provisions or applications of the act which can be given effect without the invalid provision or application, and to this end the provisions of this Act are severable. Section 421. — (Saving Provision) — (10 L.P.R.A § 8) Any offer or sale made within one year after the effective date of this Act pursuant to an offering begun in good faith before its effective date, is exempt from the provisions of this Act. Rev. 18 de abril de 2026 www.ogp.pr.gov Página 94 de 97 “Ley Uniforme de Valores” [Ley Núm. 60 de 18 de Junio de 1963, según enmendada] “Uniform Securities Act” [Act No. 60 of June 18, 1963, as amended]