Resolution of the Adjunct Superintendence of Prudential Supervision No. 019-2026-SMV/10 — SMV — PE

PERÚ Ministerio de Economía y Finanzas

Pursuant to Article 1° of Law No. 29782, Law for the Strengthening of the Supervision of the Securities Market, the name of the National Commission for the Supervision of Companies and Securities (CONASEV) is replaced by that of the Securities Market Superintendence (SMV), so that any reference to CONASEV in legal norms shall be understood as referring to the SMV;
I. FACTS
As a result of supervision actions, through Letter No. 790-2026-SMV/10.3, notified on February 20, 2026 (hereinafter, CHARGES LETTER), an administrative sanctioning procedure was initiated against W Capital ex Sociedad Administradora de Fondos de Inversión S.A.1
(hereinafter, W CAPITAL SAFI), having been observed that it had not complied with timely presenting to the Securities Market Superintendence (SMV) within the deadline established by the applicable regulations, the important fact referred to the agreements adopted in the extraordinary meeting of participants of the investment fund 1 By Superintendent Resolution No. 026-2026-SMV/02, the cancellation of the operating authorization of W Capital Sociedad Administradora de Fondos de Inversión S.A. was ordered, and its exclusion from the section of investment fund administrator companies in the Public Registry of the Securities Market.

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” “Año de la Esperanza y el Fortalecimiento de la Democracia” Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría de la(s) firma(s) pueden ser verificadas en https://apps.firmaperu.gob.pe/web/validador.xhtml called “Fondo Inmobiliario de Desarrollo de Vivienda Social-Fondo de Inversión” (hereinafter, FIVIS I); therefore, on February 25, 2026, W CAPITAL SAFI presented the defenses requested by the CHARGES LETTER;
3. The charges formulated against W CAPITAL SAFI, the defenses of the latter, and their evaluation have been the subject of analysis in Report No. 354-2026-SMV/10.3 issued by the General Superintendence of Prudential Compliance (hereinafter, IGCP REPORT), which has been submitted to the knowledge of this Adjunct Superintendence;
4. In observance of the Principle of Due Process contemplated both in article IV, item 1, numeral 1.2 of the Preliminary Title, as well as in article 248°, numeral 2, of the Single Text of the General Administrative Procedure Law No. 27444, approved by Supreme Decree No. 004-2019-JUS (hereinafter, TUO OF THE LPAG), through Letter No. 081-2026-SMV/10, the administrative file to which this resolution refers was made available to W CAPITAL SAFI for its review;
II. MATTERS TO BE DETERMINED
5. In the present administrative procedure, in the opinion of this Adjunct Superintendence, it corresponds to determine the following:
a. Whether W CAPITAL SAFI infringed the regulations by communicating the important fact referred to the agreements adopted in the Extraordinary Meeting of Participants of FIVIS I, related to the liquidation of the fund due to the expiration of its duration term and the appointment of the liquidator, on March 1, 2022 and not on February 24, 2022, in accordance with the deadline provided in article 9 of the Regulation of Important Facts and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01 and its modifying norms (hereinafter, RHI); b. Whether it corresponds or not to impose a sanction on W CAPITAL SAFI;
III. ANALYSIS
3.1 APPLICABLE REGULATIONS
6. Regarding this, article 28° of the REGULATION provides as follows:
“Article 140°.- Submission to the Regulation of Important Facts The Administrator Company is governed by the Regulation of Important Facts and the provisions on the matter issued by the SMV.
The Administrator Company has the obligation to inform the Registry of important facts regarding the Administrator Company and the Funds it administers while it maintains Funds registered in the Registry.”
“Article 141°.- Important Facts and Disclosure Without prejudice to what is stated in the preceding article, the following qualify as important facts referred to in article 28 of the LMV:
(…) o) Agreement to liquidate the fund for which the minutes of the respective agreement will be attached, keeping the proper identity reservation of the participants, if applicable.
(…)
The facts indicated in the preceding article and this article must be informed to the Registry in accordance with what is established in the Regulation of Important Facts.
(…)”
7. Additionally, article 9°, numeral 9.1 of the RHI provides as follows:
“Article 9°.- Opportunity to inform important facts
9.1. The Issuer must inform its important fact as soon as such fact occurs or the Issuer takes knowledge of it, and in no case later than the day on which it has occurred or has been known. This information must be communicated to the SMV before any other person, entity, or means of dissemination, and simultaneously when it corresponds to the Stock Exchange or to the entity administering the respective centralized negotiation mechanism. This, regardless of whether the information has been generated or not within the Issuer itself.
(…).”
3.1.2 OF THE CHARGE FORMULATED
8. Through the CHARGES LETTER, a charge was formulated against W CAPITAL SAFI for not having presented, within the deadline established by the applicable regulations for administrator companies, the following;
9. The important fact referred to the agreements adopted in the extraordinary meeting of participants of the investment fund called “Fondo Inmobiliario de Desarrollo de Vivienda Social-Fondo de Inversión (FIVIS) I”, referred to: (i) the liquidation of the mentioned fund due to the expiration of its duration term, (ii) the appointment of the liquidator, among others. This fact had to be communicated to the RPMV on the day of its occurrence, that is, February 24, 2022; nevertheless, it was informed on March 1, 20222
;
10. Consequently, it was imputed to W CAPITAL SAFI that it would have committed one (1) minor infringement, typified in Annex I, numeral 3, item 3.1 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, SANCTIONS REGULATION), in force at the time of the commission of the facts, according to which it constitutes an infringement: “To present outside the established deadline, or to do so incompletely, or, without observing the technical specifications approved by the SMV or without communicating the approval by the corresponding corporate body, to the SMV, to the Stock Exchange, to the entity in charge of the centralized negotiation mechanism or to any other entity or subject of the securities market, the individual or consolidated audited financial information, the individual or consolidated interim financial statements, management report, special audit report, important facts, and annual reports”;
3.1.3 OF THE DEFENSES PRESENTED
11. Regarding this, W CAPITAL SAFI states that the Extraordinary Meeting of Participants of FIVIS I was initially convened for February 24, 2022 for the first call; however, as the required quorum was not reached on that date, the meeting did not take place, being held in the second call on March 1, 2022, on which date the referred agreements were adopted;
12. Likewise, W CAPITAL SAFI indicates that the important fact referred to these agreements was communicated on March 1, 2022, that is, on the same day of occurrence of the fact, in accordance with what is established in article 9, numeral 9.1 of the RHI, which establishes that the issuer must inform the important fact as soon as it occurs and, in no case, later than the day on which it has occurred;
13. On the other hand, W CAPITAL SAFI acknowledges that, when completing the structured important fact form, the date February 24, 2022 was erroneously entered as the date of occurrence of the fact; nevertheless, it specifies that this date corresponded to the first call of the assembly and not to the date on which it was effectively held. In this sense, it states that the correct date for the holding of the assembly and, therefore, for the occurrence of the important fact is March 1, 2022, as evidenced in the minutes of the Extraordinary Meeting of Participants of FIVIS I held in the second call, which is signed and attached as evidence;
14. Additionally, W CAPITAL SAFI argues that it has documented compliance with its obligation to communicate the important fact to the RPMV on the same day of occurrence of the fact, in accordance with what is required by the RHI and by the REGULATION, therefore it requests that the defenses and the evidence presented be evaluated;
3.1.4 EVALUATION OF DEFENSES
15. In principle, it must be indicated that on March 1, 2022, through file No. 2022008689, W CAPITAL SAFI communicated as the date of occurrence of the fact subject to charge February 24, 2022, specifying in its defenses that the effective date of the holding of the assembly was the date on which it communicated the important fact;
16. Regarding this, it is worth noting that through an important fact dated February 14, 2022 (file No. 2022005959), W CAPITAL SAFI communicated the call to the Extraordinary Meeting of Participants of FIVIS I, expressly specifying that it would be held in the first call on February 24, 2022 and in the second call on March 1, 2022. Likewise, it was indicated in the referred important fact that the assembly would be validly held in the aforementioned second call, in case the required quorum was not reached in the first;
17. On the other hand, in the copy of the publications carried out in the Official Journal “El Peruano” and in the newspaper “La República”, corresponding to the days of March 5 and 6, 2022, through which the public was informed of the agreements adopted in the Extraordinary General Meeting of Participants of FIVIS I, it is observed that it is expressly stated that the Extraordinary General Meeting of Participants was held on March 1, 2022, agreeing, among other aspects, the liquidation of the fund due to the expiration of its duration term and the appointment of W CAPITAL SAFI as the liquidating entity; information that is consistent with that contained in the minutes of the assembly of March 1, 2022 presented by the administrator as part of its defenses;
18. For its part, it must be indicated that in accordance with what is established by the Regulation of the MVNet System and SMV Virtual approved by Superintendent Resolution No. 092-2020-SMV-02 (hereinafter, MVNET SYSTEM REGULATION), the review of the log3 of the MVNet System of W CAPITAL SAFI was carried out during February 24, 2022, verifying that no incidents that could be related to the fact subject to charge4
were reported, and for March 1, 2022, the activities of the administrator's users are linked only to the submission of the important fact;
19. From the evaluation carried out, it emerges that in effect, the agreements adopted in the Extraordinary Meeting of Participants of FIVIS I, related to the liquidation of the fund due to the expiration of its duration term and the appointment of the liquidator, occurred on March 1, 2022 and due to an error in the communication of the important fact, February 24, 2022 was registered. For the foregoing, it is concluded that in the case analyzed, W CAPITAL SAFI would have communicated the important fact subject to charge on the date it took knowledge of it, that is, it communicated the mentioned important fact within the deadline established in article 9 of the RHI, therefore it corresponds to archive the charge formulated against W CAPITAL SAFI;
20. Being in accordance with what is provided by articles 32°, numeral 16, of the Regulation of Organization and Functions of the SMV, approved by Supreme Decree No. 216-2011-EF and its modifying norms;
RESOLVES:
Article 1º.- Declare that W Capital ex Sociedad Administradora de Fondos de Inversión S.A. has not committed a minor infringement typified in Annex I, numeral 3, item 3.1 of the Sanctions Regulation, approved by CONASEV Resolution No. 055-2001-EF/94.10 and its modifying norms, regarding the communication of the important fact referred to the agreements adopted in the Extraordinary Meeting of Participants of the Fondo Inmobiliario de Desarrollo de Vivienda Social – Fondo de Inversión (FIVIS I), in accordance with what is stated in the considering part of this resolution; consequently, proceed to the archive of the present administrative sanctioning procedure.
Article 2º.- This resolution does not exhaust the administrative route, unless it is consented, being able to be challenged before the Adjunct Superintendence of Prudential Supervision through the filing of the reconsideration or appeal appeal presented before the same, within the deadline of fifteen (15) business days counted from the day following its notification.
Article 3º.- In the event that this resolution is not subject to challenge through reconsideration or appeal appeal within the deadline of fifteen (15) business days of being notified and becomes final, it must be published on the Institutional Page of the SMV in the Unique Digital Platform of the Peruvian State (www.gob.pe/smv), in observance of what is provided by numeral 1, article 7° of the Policy on diffusion of normative projects, legal norms of general character, early agenda and other administrative acts of the SMV, approved by SMV Resolution No. 014-2014-SMV/01 and its modifying norm, and by what is provided in article 14° of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01.
Article 4º.- Transcribe this resolution to W Capital ex Sociedad Administradora de Fondos de Inversión S.A.
Register, communicate and publish.
Omar Gutiérrez Ochoa
Adjunct Superintendent
Adjunct Superintendence of Prudential Supervision