Superintendent Resolution No. 067-2026-SMV/02 — SMV — PE

PERÚ Ministry of Economy and Finance

That, through THE APPEALED RESOLUTION, notified on January 9, 20261, the Adjunct Superintendence of Prudential Supervision (hereinafter, SASP) resolved to sanction FLIP with a fine amounting to four (4) UIT, equivalent to S/ 17,600.00 (seventeen thousand six hundred and 00/100 Soles) for the commission of the following three infractions:
i. One (1) infraction classified as serious, typified in subsection 2.26 of numeral 2 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, the SANCTIONS REGULATION), for failing to comply with the constitution of the guarantee required in favor of the SMV based on the equity of the mutual fund "Independiente Agresivo Dólares FMIV"2 (hereinafter, Aggressive Fund).
ii. One (1) infraction classified as serious, typified in subsection 2.2 of numeral 2 of Annex VII of the SANCTIONS REGULATION, for failing to comply with the regulations regarding diversification criteria or investment limits of the Aggressive Fund.
iii. One (1) infraction classified as serious, typified in subsection 2.2 of numeral 2 of Annex VII of the SANCTIONS REGULATION, for failing to comply with the regulations regarding diversification criteria or investment limits of the mutual fund "Independiente PMG FMIV"3 (hereinafter, PMG Fund).
That, on January 28, 2026, FLIP filed an appeal (hereinafter, the APPEAL) against THE APPEALED RESOLUTION and requested the opportunity to be heard.

1 Through the Peruvian Securities Market System – MVNet System.
2 Now named "Flip Cobra Achorada Fondo de Fondos FMIV".
3 Now named "Flip Búho Consciente Fondo Mutuo".

PERÚ Ministry of Economy and Finance

4 Article 113.- Requirements of the writings
Any writing presented before any entity must contain the following:

Full names, address and National Identity Document number or foreigner's ID card of the administrator, and if applicable, the quality of representative and of the person represented.
The concrete expression of what is requested, the factual grounds supporting it and, when possible, the legal grounds.
Place, date, signature or digital fingerprint, in case of not knowing how to sign or being impeded.
The indication of the body, entity or authority to which it is addressed, understood as such, as far as possible, the authority of the grade closest to the user, according to the hierarchy, with competence to hear and resolve it.
The address of the place where notifications of the procedure are desired to be received, when it is different from the real address exposed by virtue of numeral 1. This address designation takes effect from its indication and is presumed subsistent, unless its change is expressly communicated. Likewise, the email or, if applicable, the electronic mailbox, in accordance with article 20 of the present law.
The list of documents and attachments accompanying it, indicated in the TUPA.
The identification of the file of the matter, in the case of already initiated procedures.
5 Article 207. Administrative resources
207.1 The administrative resources are:
a) Recurso de reconsideración (Reconsideration Appeal) b) Recurso de apelación (Appeal) Only in the case that by law or legislative decree it is expressly established, the filing of the administrative review resource is admissible.
207.2 The term for filing the resources is fifteen (15) peremptory days, and they must be resolved within thirty (30) days, with the exception of the reconsideration appeal which is resolved within fifteen (15) days. Exceptionally, in administrative procedures of single instance of competence of the director councils of regulatory bodies, the reconsideration appeal is resolved within thirty (30) days.
6 Article 209.- Appeal
The appeal shall be filed when the challenge is based on a different interpretation of the produced evidence or when it concerns matters of pure law, and must be addressed to the same authority that issued the act being challenged so that it elevates the proceedings to the hierarchical superior.
7 Article 211.- Requirements of the appeal
The appeal writing must indicate the act from which the appeal is made and fulfill the other requirements provided for in article 113 of the present Law.

PERÚ Ministry of Economy and Finance

SMV
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6. That, below, the arguments contained in the APPEAL presented by FLIP, as well as their evaluation, are exposed succinctly;
A. Objective of the diversification criteria
7. That, FLIP recognizes that the objective of the diversification criteria is to achieve efficient portfolio management, considering an adequate combination of profitability and assumed risk, and to avoid concentrations that could be detrimental to the participants;
8. That, in this sense, FLIP recognizes that it failed to comply with the maximum limit of 15% per financial instrument issued by the same entity provided for in the applicable regulations, but also maintains that, in its particular case, the objective sought through diversification has not been violated. FLIP affirms that the excesses correspond to investments in Exchange Traded Funds (ETF) that replicate the behavior of widely diversified indices, such as the S&P 500 and the Dow Jones Industrial Average, which group a significant number of shares from various economic sectors. Consequently, the underlying exposure of the PMG Fund and the Aggressive Fund complied with being diversified, remaining aligned with the objective and investment policy of both funds;
9. That, in such a way, FLIP argues that the investment limits have a general character, that they do not recognize the peculiarities of investment in ETF, which are financial instruments that present a low risk of concentration as instruments whose nature comprises the diversification of their underlying assets, as well as their operational and cost efficiency;
10. In conclusion, the investment excesses did not represent a risk to the fund participants as they were invested in assets that inherently present a high degree of diversification;
B. Materiality of the infraction regarding the guarantee of the Aggressive Fund
11. That, FLIP affirms that the infraction referred to the constitution of the guarantee of the Aggressive Fund has low materiality and never represented a risk to the participants;
12. That, in this sense, FLIP maintains that the guarantee corresponding to the Aggressive Fund amounted to $ 1,680.15 (one thousand six hundred and 15/100 United States Dollars); and, upon learning of said non-compliance through the communication from the SMV, FLIP complied with remedying it by constituting a guarantee for an amount amounting to $ 10,000.00 (Ten thousand and 00/100 United States Dollars), which exceeds the amount required by the regulation;

PERÚ Ministry of Economy and Finance

SMV
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
13. That, likewise, FLIP emphasizes that, as of December 31, 2021, it had a solid minimum equity amounting to S/ 2,900,000.00 (two million nine hundred thousand and 00/100 Soles), through which it could adequately comply with its obligations, including the constitution of guarantees;
14. That, likewise, it maintains that at the time the facts subject to infraction occurred, it was already managing the PMG Fund, with an equity amounting to S/ 46,453,086.26 (forty-six million four hundred fifty-three thousand eighty-six and 26/100), having constituted the respective guarantee and without any observation from the SMV. In such a way, the non-compliance with the constitution of the respective guarantee for the Aggressive Fund was not the product of a patrimonial limitation or liquidity, but of a specific and isolated operational error;
15. That, according to FLIP, everything stated demonstrates that the participants of the Aggressive Fund were never at risk during the time the guarantee was not constituted and that its constitution was carried out immediately upon learning of said situation;
16. That, on the other hand, FLIP maintains that the preventive objectives of the sanctioning power have already been fully achieved in the present case, since, subsequent to the facts subject to infraction, FLIP launched the Fixed Income fund8, complying with constituting the respective guarantee for said fund in a timely manner;
17. That, consequently, FLIP concludes that the infraction regarding the guarantee of the Aggressive Fund not only lacked material impact on the interests of the participants, but also allowed identifying and correcting timely a specific operational aspect, reasonably eliminating the risk of recurrence, which reinforces its character of low materiality and the suitability of a less severe sanctioning response;
C. Proportionality of the sanction
18. That, FLIP maintains that, according to considering 1029 of THE APPEALED RESOLUTION, the infractions did not affect public interest nor economic prejudice to the participants or the market. Likewise, it emphasizes that there was never intentionality in the conduct nor was any illicit benefit obtained, directly or indirectly, as a consequence of the non-compliances noted;

8 Now named "Flip Panda Zen Fondo de Fondos FMIV", whose registration was approved by Superintendent General Resolution of Entities No. 018-2024-SMV/10.2, dated February 13, 2024.
"102. On the other hand, according to the sanctioning criteria analyzed in application of the principle of reasonableness contemplated in article 248°, numeral 3 of the TUO LPAG, which states that sanctions must be proportional to the non-compliance classified as an infraction, it must be considered that it has not been evidenced that the infractions committed by FLIP SAF have caused damage to public interest, economic prejudice to market participants, nor that it has had repercussion in the market; likewise, it must be taken into account that it has also not been verified that there was intentionality in the actions of the administrator society, or that it has obtained any illicit benefit with respect to it; in addition, if it has contributed to the clarification of said infractions and has remedied the infractions after the requirement made by the SMV;"

PERÚ Ministry of Economy and Finance

SMV
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
19. That, on the other hand, FLIP emphasizes that the infractions subject to sanction were remedied immediately once noted and that the administrator adopted concrete and permanent corrective measures, oriented to prevent the recurrence of similar facts and that these measures have allowed that no non-compliances of a similar nature are generated;
20. That, in addition, FLIP maintains that, according to considering 103 of THE APPEALED RESOLUTION, the facts subject to sanction present low materiality, as no effective risk has been generated for the interests of the participants;
21. That, in conclusion, FLIP maintains that since no damage nor illicit benefit nor intentionality occurred; likewise, since the remedies were carried out immediately and corrective measures were adopted, similar non-compliances have been avoided. Therefore, FLIP requests that a sanction lower than that established in THE APPEALED RESOLUTION be imposed, specifically, it requests a reprimand as a sanction;
III. EVALUATION OF THE ARGUMENTS EXPOSED
22. That, regarding the arguments presented by FLIP in its appeal writing, it must be established that all seek the reduction of the imposed sanction without contradicting the commission of the sanctioned infractions. For this reason, all arguments must be valued to justify a reduction of the sanction and, specifically, the imposition of a reprimand as requested by FLIP;
23. That, the investment excesses were made in ETF. Regarding this, it is noted that subsection c)10 of Annex K of the Regulation of Mutual Funds for Investment in Securities and their Administrator Societies (hereinafter, Mutual Funds Regulation), approved by CONASEV Resolution No. 068-2010-EF/94.01.1, refers to financial instruments in general and does not differentiate in case they are ETF, therefore, what is argued by FLIP is not considered a ground to modify the imposed sanction, as FLIP did not observe the investment limits and the provisions on regularization of investment excesses;

10 Annex K
DIVERSIFICATION CRITERIA
I. Diversification Criteria.-
Administrator societies must observe the following diversification criteria in the management of mutual funds, except in the case of structured, guaranteed mutual funds and fund of funds:
(...) c) Financial instruments representing participation and/or financial instruments or operations that constitute debts or liabilities of the same entity shall not exceed fifteen percent (15%) of the total asset of the mutual fund.
(...)

PERÚ Ministry of Economy and Finance

SMV
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
24. That, as maintained in considering 4211 and 4812 of THE APPEALED RESOLUTION, FLIP made additional acquisitions when it was already outside the maximum limits and, therefore, failed to comply with the provisions on regularization of excesses and investments not foreseen by attributable and non-attributable causes, established in the penultimate paragraph of article 12013 and the fifth paragraph of article 12114 of the Mutual Funds Regulation. Likewise, it must be warned that the investment limits established in Annex K of the aforementioned regulation have great relevance in the administration of funds, since, through diversification, it is sought that administrator societies, in the management of mutual funds, achieve efficient portfolio management considering an adequate combination of profitability and assumed risk, seeking to avoid thus concentrations of investments in instruments, assets, issuers, among others, which could be detrimental to the participants, the mutual fund industry and the financial system of which said industry is part, as noted in considering 9215 of THE APPEALED RESOLUTION;
25. That, without prejudice to this, it must be specified in principle that the fact that an ETF invests in a diversified portfolio does not imply that the mutual fund, by default as the administrator alleges, complies with the regulation we have on diversification limits. In this sense, it must be considered that the regulatory framework does not evaluate only the diversification of the underlying itself, but also the concentration of investment in the same instrument or entity;
26. That, on the other hand, what is alleged by FLIP does not consider that the purpose of the investment limits is not only to avoid economic concentration in the underlying assets, but to mitigate among others the issuer's risk;

11 42. Likewise, as can be observed in the information sent daily by FLIP SAF, the quantity of SPDRDOWJONES and SPDRS&P500ET instruments invested by the AGGRESSIVE FUND increased subsequently to the first day of operations until December 13 and 15, 2022, respectively, even subsequently to the first six (6) months of the operational stage; that is, the administrator society made new acquisitions of instruments from the entities involved in the excess produced on the first day of operations of the referred fund. (...) 12 48. Likewise, as can be observed in the information sent daily by FLIP SAF, the quantity of SPDRS&P500ET and SPDRDOWJONES instruments invested by the PMG FUND increased subsequently to May 12, 2022, the day the excesses occurred, until November 29 and December 19, 2022, respectively; that is, the administrator society made new acquisitions of instruments involved in the investment excesses before regularizing the excess situation. (...) 13 Article 120°.- EXCESSES AND INVESTMENTS NOT FORESEEN BY NON-ATTRIBUTABLE CAUSES.- (*) Investment excesses, as well as investments not foreseen in the fund's investment policy, are understood to be produced by causes not attributable to the administrator society, in the following cases:
(...)
The administrator society shall not make new acquisitions of instruments from the entities involved in the excess, nor carry out financial operations having these entities as counterparties, until its situation is regularized.
(...)
14 Article 121° .-EXCESSES AND INVESTMENTS NOT FORESEEN BY ATTRIBUTABLE CAUSES.- (...)
Additionally, the mutual fund shall not make new acquisitions of instruments from the entities involved in the excess, nor carry out financial operations having these entities as counterparties, until its situation is regularized.
(...)
15 "92. In effect, the objective of the diversification criteria that administrator societies must observe in the management of mutual funds is to achieve efficient portfolio management considering an adequate combination of profitability and assumed risk, seeking to avoid thus concentrations of investments in instruments, assets, issuers, among others, which could be detrimental to the participants, the mutual fund industry and the financial system of which said industry is part. In this sense, the non-observance by a mutual fund administrator society of the criteria or investment limits established by the regulation does not contribute to the achievement of the referred objective;"

PERÚ Ministry of Economy and Finance

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