Superintendent Resolution No. 081-2026-SMV/02

Lima, July 22, 2026

The Superintendent of the Securities Market

VISTOS:

File No. 2023050675, as well as Report No. 1128-2026-SMV/06, from the Legal Advisory Office, through which it issues an opinion on the appeal filed by Fondos Sura SAF S.A.C. (hereinafter, “Sura SAF”) against Superintendent Resolution Adjunct SMV No. 013-2024-SMV/10;

CONSIDERING:

1. That, on April 17, 2023, COMPLAINANT1 and MR. AEP filed a complaint with the Securities Market Superintendency (hereinafter, “SMV”) against Sura SAF regarding the investment fund “Sura Latin American Loans Investment Fund” (hereinafter, “Fund PL”);

2. That, through the document received on July 6, 2023, COMPLAINANT1, COMPLAINANT2, and OTHERS filed another complaint with the SMV against Sura SAF;

3. That, through the document received on July 17, 2023, COMPLAINANT1 submitted a document with complementary information to the complaint mentioned in considering 2 of this Resolution. In said document, he presented, among others, the following evidence: i) Copy of an email dated November 11, 2019 at 10:12 hours, sent by PROMOTORA1 (from EMAIL ADDRESS1), who identifies herself as a wealth advisor for Sura SAF, through which she offers him to invest in Fund PL; and ii) Presentation of Sura SAF on Fund PL from September 2019 (hereinafter, “Fund Presentation”);

4. That, through the document received on July 19, 2023, COMPLAINANT2 submitted a document with complementary information to the complaint mentioned in considering 2 of this Resolution. The document contained, among others, a copy of the email dated January 30, 2020, addressed to COMPLAINANT2 and sent by PROMOTORA2 (from EMAIL ADDRESS2) who identifies herself as a wealth advisor for Sura SAF, through which she provides him with information on the SURA Dollar Income Fund and Fund PL, indicating that he could increase his position in the latter;

5. That, additionally, the SMV has received a series of documents complementary to the complaints filed by the complainants¹, as well as notifications of the same to Sura SAF² and responses to both the complaints and their complementary documents³;

6. That on December 6, 2023, through Office No. 5572-2023-SMV/10.3 (hereinafter, “Charges Office”), charges were imputed to Sura SAF for having committed one (1) serious infringement typified in Annex I, numeral 2, item 2.25 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, the “Sanctions Regulation”), according to which it constitutes an infringement: “Not to have, approve, implement, nor comply with or modify them without communicating them to the SMV, within the corresponding deadline, the conduct norms, internal conduct norms, or code of conduct, in accordance with the regulations on the matter, or not to approve a control procedure for said norms.”;

7. That, through the Sanction Resolution, notified on March 22, 2024, the Adjunct Superintendent of Prudential Supervision resolved, among others: i) Declare that Sura SAF has committed an infringement classified as serious as established in Annex I, numeral 2, item 2.25 of the Sanctions Regulation, since it failed to comply with the conduct norm collected in article 3, letter f)⁴, of the Regulation of Investment Funds and their Managing Companies, approved by SMV Resolution No. 029-2014-SMV/01 and its amendments (hereinafter, the “FISA Regulation”), by informing a participant of Fund PL and an investor (potential participant) via two emails with confusing and imprecise information about the risks of Fund PL, information that did not match what was shown in the documents prepared by the same managing company, and ii) Sanction Sura SAF with a fine of four (4) UIT, equivalent to S/16,800.00 (Sixteen thousand eight hundred and 00/100 soles) for the commission of the aforementioned infringement;

I. ANALYSIS OF ADMISSIBILITY OF THE APPEAL

¹ Various complementary documents have been presented on the following dates: i) the document received on July 27, 2023, sent by MS. MRMG; ii) the documents of August 4, 17, 24 and 31; of September 7, 11, 13 and 19, 2023; of October 18 and 31, 2023 and of November 20, 2023 sent by COMPLAINANT2.

² In order for Sura SAF to submit the comments and/or information it considers pertinent regarding the complaints and complementary documents presented, they were notified to them through: i) Office No. 3110-2023-SMV/10.3 (notified on July 7, 2023), the complaint of considering 1 of this Resolution was brought to its knowledge; and ii) through Office No. 4472-2023-SMV/10.3 (notified on September 29, 2023), the additional documents presented by COMPLAINANT2 were brought to the knowledge of Sura SAF.

³ The responses of Sura SAF sent to the SMV regarding the complaint of considering 1 of this Resolution was made on July 18, 2023; while the response of Sura SAF to the complaint of considering 2 of this Resolution was made on August 15, 2023; and iii) on October 16, 2023, the response of Sura SAF regarding the complementary documents was made.

⁴ “Article 3 General Conduct Norms

In the development of its activities, the Managing Company, shareholders, managers, directors, workers, promoters, representatives, members of the Investment Committee, External Managers, members of the Surveillance Committee, as well as any person who provides services to the Managing Company, in compliance with the fiduciary duty, must observe the following General Conduct Norms:

(...)

f) Information to Participants and Investors: Inform, within the quota placement process, about the profitability and risk attributes that characterize the investments of the investment funds. Offer the participants of the Funds under its charge all information that may be relevant for the adoption of their subscription, transfer, or exercise of their right of separation decisions, on equal conditions. All information to participants and investors must be clear, precise, truthful, sufficient, and timely.”

---

8. That, it is observed that the appeal meets the requirements established in articles 207⁵ and 209⁶ of the Single Text of the General Administrative Procedure Law No. 27444, approved by Supreme Decree No. 006-2026-JUS (hereinafter, “TUO of the LPAG”), since it was filed within the fifteen (15) days of the administrative act being notified and is substantiated;

II. ARGUMENTS PRESENTED BY SURA SAF AND ANALYSIS

9. That, through a document presented on April 16, 2024, Sura SAF filed an appeal against the Sanction Resolution, requesting that it be revoked and that the complaint be declared unfounded (sic). To this end, it attached a series of arguments that will be analyzed below;

A) Background of the case

10. That, the appellant states that since April 17, 2023, COMPLAINANT1 and COMPLAINANT2 have filed a series of complaints and documents with the SMV against Sura SAF, which the company has responded to. It indicates that through the Charges Office, an administrative sanctioning procedure was initiated against it, imputing charges for some facts related to the complainants' complaint. It adds that on December 15, 2023⁷ and January 11, 2024, it presented its defense document and additional statements. Finally, it mentions that on March 22, 2024, the SMV notified it of the Sanction Resolution, in which it was determined to sanction Sura SAF with a fine of 4 UIT (S/ 16,800.00), for having committed a serious infringement typified in numeral 2, item 2.25 of Annex I of the Sanctions Regulation;

B) Commercial relationship between Sura SAF and the complainants

11. The appellant specifies that COMPLAINANT1 and COMPLAINANT2 have made investments in Fund PL, acquiring participation quotas of Class A of the same⁸. Additionally, it indicates that: i) In the case of COMPLAINANT1, he acquired participation quotas of Fund PL on November 14, 2019, when said fund was already registered in the Public Registry of the

⁵ “Article 207. Administrative resources

207.1 The administrative resources are:

a) Reconsideration resource b) Appeal resource

Only in the event that a law or legislative decree expressly establishes, the administrative review resource may be filed.

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 resource which is resolved within fifteen (15) days. Exceptionally, in single-instance administrative procedures under the competence of the governing councils of regulatory bodies, the reconsideration resource is resolved within thirty (30) days.”

⁶ “Article 209.- Appeal resource

The appeal resource shall be filed when the challenge is based on a different interpretation of the evidence produced or when it concerns matters of pure law, and must be directed to the same authority that issued the act being challenged so that it may elevate the proceedings to the hierarchical superior.”

⁷ According to the MVNet System, it was presented on December 21, 2023.

⁸ It indicates date, amount of investment, number of quotas acquired, and initial quota value.

# PERU
## Ministry of Economy and Finance
### SMV
#### Securities Market Superintendency

"Decade of Equality of Opportunities for Women and Men"
"Year of Hope and Strengthening of Democracy"

Securities Market (hereinafter, RPMV)⁹, under the Simplified Regime, under the FISA Regulation, for which effect he signed a Quota Subscription Contract whose seventh clause states that the activities of Fund PL are governed by the Participation Regulation, declaring acceptance and understanding of the investment conditions and risks inherent to Fund PL; ii) In the case of COMPLAINANT2, he subscribed to participation quotas of Fund PL on March 25, 2019, when said fund was under the private offering regime, recognizing the risks thereof, for which he signed an Institutional Investor Sworn Statement and received the Participation Regulation, as well as was summoned to the two participant assemblies that agreed to the modification of the Participation Regulation of Fund PL and its registration in the RPMV under the Simplified Regime. He adds that after said date he did not subscribe to additional quotas of Fund PL;

12. The appellant states that the modifications to the Participation Regulation of Fund PL (by virtue of the agreements of the participant assemblies referred to), do not establish any restriction to invest in assets that do not have an additional guarantee or coverage, as can be appreciated in article 4 of the Participation Regulation of Fund PL¹⁰, which details the investment objective of the fund, and/or article 30 of the same¹¹, in which the investment policy of the fund is detailed;

13. That, having analyzed the defenses formulated by Sura SAF, this Office agrees with what is stated in considerations 65 to 68¹² of the Sanction Resolution, in the sense that Sura SAF has committed the

⁹ In its communication it states RPMV, we understand that it refers to the Public Registry of the Securities Market.

¹⁰ "Article 4.- OBJECT OF THE FUND
The objective of the Fund is the generation of value for Participants through investment in securities representing rights on obligations or debt titles that have as underlying claims, issued indistinctly in the local or international market, by companies and institutions constituted in Peru or abroad, Investment Fund Quotas and Mutual Fund quotas, the latter can be administered by the same managing company, in accordance with the investment policy contemplated in this Participation Regulation. (...).
The Fund seeks to recover one hundred percent (100%) of the invested capital, maintaining the debt-representative instruments until maturity and obtain an expected profitability derived from the interest and/or coupons accrued from them, as well as from the gains generated by hedging derivative instruments.
All investments of the Fund will be made at the account and risk of the Participants. It is fundamental for investors to review the risk factors contained in the initial part of the Participation Regulation."

¹¹ Article 30.- INVESTMENT POLICY
(...)
The Fund may invest, within the established limits, in the following instruments:
1. Financial instruments representing rights on obligations or debt titles that have as underlying claims, issued or guaranteed by the Peruvian State or by companies domiciled in Peru or abroad. These instruments can be traded in Peru or abroad. (...)"

¹² The considerations from 65 to 68 of the Sanction Resolution state the following:
"65. As a preliminary point to the evaluation of the defenses presented, it is necessary to clarify that this administrative sanctioning procedure has been initiated in attention to the alleged non-compliance by SURA SAF regarding the conduct norm corresponding to the information that fund managing companies must provide to participants and potential participants, which must be provided in a clear, precise, truthful, sufficient, and timely manner. Therefore, in the CHARGES OFFICE, the compliance with the investment policy, the Participation Regulation, or the decisions of the Investment Committee of the FUND or on the general management of the FUND or the assets of its portfolio is not questioned, nor if restrictions are established to invest in assets that do not have an additional guarantee or coverage, which would result in more serious infringements in relation to what was imputed in this case, thus for example executing investment decisions differently from what was agreed or established in the regulations is considered a very serious infringement according to the SANCTIONS REGULATION;

infringement by failing to comply with the General Conduct Norm indicated in letter f) of article 3 of the FISA Regulation, which establishes the obligation to inform, within the quota placement procedure, about the profitability and risk attributes that characterize the investments of investment funds; as well as to offer the participants of the funds under its charge all the information that could be relevant for the adoption of their subscription, transfer, or exercise of right of separation decisions; it also stipulates that all information provided to participants and investors must be clear, precise, truthful, sufficient, and timely. This, by informing a participant of Fund PL and an investor (in their capacity as a potential participant) via two emails with confusing and imprecise information about the risks thereof, which did not match what was recorded in the documents prepared by Sura SAF;

14. That, in this way, the sanction against Sura SAF was imposed because, during the quota placement procedure, the information provided by Sura SAF, through two emails to different investors, was not provided in a clear, precise, truthful, sufficient, and timely manner for the adoption of their investment decisions. Consequently, in this administrative sanctioning procedure, it is not questioned whether the investment in assets has or does not have an additional guarantee or coverage, or if such coverage is established in the Participation Regulation or in the investment policy of Fund PL, but only whether the information was provided or not in accordance with the regulations;

C) Regarding the email of November 11, 2019 sent to COMPLAINANT1 (hereinafter, Email1)

15. That, the appellant indicates that in Email1 it is observed that PROMOTORA1 would have offered COMPLAINANT1 (in his capacity as a potential investor) that Fund PL had, among others, collateral guarantees for the amount owed. It states that the SMV would not have adequately evaluated the content of Email1, nor the documents attached to it, which establish that Fund PL can invest in instruments with or without collateral guarantees, so the Sanction Resolution would lack sufficient motivation affecting due process;

16. Sura SAF adds that Email1 indicated that Fund PL has syndicated loans from 9 companies, and that these would have

66. As indicated in the CHARGES OFFICE, during the placement of quotas and the validity of the FUND, SURA SAF promoters are obligated to provide participants of the FUND and any investor (potential participant) with clear, precise, truthful, sufficient, and timely information for the adoption of their subscription or transfer decisions of FUND quotas, among others, even more so being a managing company that has been in the securities market for more than eighteen (18) years;

67. On this particular matter, it is appropriate to highlight that through Resolution CONASEV No. 007-2005-EF/94.10 of February 2, 2005, SURA SAF obtained operating authorization from the SMV, acquiring the status of fund managing company under the supervision and control of the SMV; and, consequently upon acquiring said status, SURA SAF also acquired the obligation to comply with the provisions established in the securities market regulations, as well as the others established by the SMV that apply to it, such as, among others, the general conduct norms;

68. In that sense, it is clear the requirement for mandatory observance by SURA SAF of the entire applicable regulatory framework, among which is to provide its participants and potential participants with clear, precise, truthful, sufficient, and timely information, this as part of the general conduct norm established in letter f) of article 3 of the REGULATION."

collateral guarantees. However, it specifies that Email1 and its wording sought to inform about the filters applied in the selection of investments, which are detailed in the same email, such as: (i) risk classification, (ii) collateral guarantees, and (iii) yield and risk relationship, but at no time does the promoter state that these three filters must be valued by the Investment Committee jointly when selecting an instrument. It cites Email1 with highlights:

> "Hello [redacted]
>
> This fund would be a good option in dollars for you
>
> **Latin American Loans Fund.**
>
> - This fund has the structure of syndicated loans from 9 companies, totally diversified by sectors: Financial, Industrial, Retail, Mining, Energy, Services and by countries: Mexico, Colombia, Peru, Ecuador and Panama.
>
> - Companies **duly selected by 3 risk filters**, which has an average local risk classification of A+ (**filter 1**)
>
> - It has collateral guarantees, for the amount owed. (**filter 2**)
>
> - Its yield and risk relationship is above public bonds affected by a general context of low rates. (**filter 3**)
>
> (...)". (Emphasis by Sura SAF).

17. It adds that the information contained in Email1 is complemented and confirmed with the document attached to said email, where it is appreciated that 2 issuers did not have collateral guarantees. Sura SAF concludes that COMPLAINANT1 interpreted or assumed that all the instruments in which Fund PL invested as of November had collateral guarantees;

18. That, the arguments formulated by Sura SAF were analyzed in considerations 69 to 73 of the Sanction Resolution¹³. Those

¹³ The considerations from 69 to 73 of the Sanction Resolution state the following:
"69. With regard to the email sent by PROMOTORA1 to COMPLAINANT1 (potential participant of the FUND), SURA SAF maintains that said email and its wording sought to inform about the filters applied in the selection of investments, among which are collateral guarantees, but it is not indicated that the referred filters must be valued by the Investment Committee when selecting an instrument. Likewise, it maintains that the information provided in the email is complemented with the document attached to it (FUND PRESENTATION), in which it is appreciated that two issuers did not have collateral guarantees;
70. On this particular matter, it should be noted that from the review of the email sent to COMPLAINANT1 it is observed that PROMOTORA 1 after indicating to him "(...) This fund would be a very good option in dollars for you", makes an enumeration of the characteristics of the FUND, indicating, among others, that it has nine (9) issuers from various sectors, selected by three risk filters, which have collateral guarantees for the amount owed, and that quarterly cash flows and capital amortization will be paid;
71. Therefore, from the wording of the email that PROMOTORA 1 sent to COMPLAINANT1, who at that time was only a potential client, it is not expressly appreciated, nor is the reading given by SURA SAF interpreted referred to having only exposed the filters applied to the selection of investments or as it states in its statements that only in "some" investments were guarantees available, since from the literal reading of the text of the email in question, the separation of paragraphs by means of dashes shows, beyond any doubt, that PROMOTORA 1 detailed the characteristics of the FUND precisely so that whoever receives it understands and comprehends the benefits of the offered product;
72. In that sense, it is unequivocally appreciated that PROMOTORA 1 when describing the characteristics of the FUND informed COMPLAINANT1 that the debt instruments of the nine (9) issuers that make up the investment portfolio (as underlying assets) had collateral guarantees for the amount owed. However, from the

considerations state that, from the review of Email1, the reading given by Sura SAF is not appreciated, on the contrary, from a literal reading of the text of the email it is observed that PROMOTORA1 makes an enumeration of the characteristics of Fund PL, indicating, among others, that said fund has the structure of syndicated loans from nine (9) companies that had collateral guarantees for the amount owed, a position that this Office shares;

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19. That, likewise, in consideration 72 of the Sanctioning Resolution, it is indicated that regarding the document attached to Email 1 (Fund Presentation), it is observed that not all nine (9) issuers mentioned that made up the PL Fund portfolio had collateral guarantees. Consequently, the information in the attached document was contradictory to that established in Email 1. On the other hand, in consideration 73 of the Sanctioning Resolution, it is specified that, although a participant or potential participant must review all information provided by the management companies to acquire shares of an investment fund, it is also true that said information as a whole must be coherent and precise, without containing inaccuracies or contradictions; as in the present case, in order to avoid misleading investors;

20. That, the appellant indicates that the SMV assumes that the potential participant adopted the investment decision because the PL Fund invested in debt with collateral guarantees, a situation that does not correspond with reality, insofar as (i) it disregards the proper meaning of Email 1, (ii) it does not comply with the PL Fund's investment policy established in the Participation Regulations received by DENUNCIANTE1, which does not oblige Sura SAF to invest exclusively in debt instruments with collateral guarantees, and (iii) it does not correspond with what is expressly stated in the commercial material sent to DENUNCIANTE1 attached to Email 1, in which it is warned that not all debt instruments of eight (8) issuers, which were underlying the PL Fund's investment portfolio, had collateral guarantees, as well as that it is debt “senior secured and unsecured”, that is, investment is made in guaranteed and non-guaranteed debt instruments;

21. That, having analyzed the defenses formulated by Sura SAF on this point, it should be noted that the SMV does not assume that said investment decision was adopted solely by the information sent in Email 1, but rather what is being analyzed is whether the General Conduct Standard was complied with, which establishes that all information given to investors influences the investment decision-making process, and said information must be provided in a clear, precise, truthful, sufficient, and timely manner, having concluded that this has not happened in the present case. Regarding i) the proper meaning of Email 1 is disregarded, ii) it does not comply with the PL Fund's investment policy, and iii) it does not correspond with the material attached to Email 1, this Office refers to what was stated in the preceding considerations 18 and 19, regarding the literal meaning of Email 1 and that the information provided to the

review of the ATTACHED FUND PRESENTATION to said email, it is observed that not all nine (9) issuers that made up the PORTFOLIO of the FUND had collateral guarantees;

73. Consequently, it is appropriate to specify that although a participant or potential participant must review all information provided by the management companies during the share placement process, the information as a whole must be coherent and precise, and not contain inaccuracies as in the present case, upon verifying that PROMOTER 1 states that the nine (9) issuers of the FUND were guaranteed, but the attached document contradicts this statement by indicating that some of the issuers did not have guarantees, providing inaccurate information to the potential investor;

investor as a whole (including the investment policy and the material attached to Email 1) must be coherent and precise, without containing inaccuracies or contradictions;

22. That, Sura SAF reiterates that it has complied with sending the PL Fund's Investment Statements quarterly to DENUNCIANTE1, which specifically state the main characteristics of the investments made by the PL Fund. Regarding this, it indicates that the SMV notes having received the PL Fund's Investment Statement as of March 31, 2020, in which it can be observed that the debt instruments of the issuers that did not have collateral guarantees remained in the PL Fund's investment portfolio, a situation that demonstrates that Sura SAF complied with informing in advance and in a timely manner that there were instruments in which the PL Fund invested that did not contain collateral guarantees, prior to the placement. Likewise, it refers that the Investment Statement of October 2019 can be appreciated, which also shows that the PL Fund had a capital structure that included Non-Guaranteed instruments (senior secured and unsecured) in its investment portfolio;

23. Regarding this, it has been verified that these arguments were also raised in the first instance and were refuted in consideration 76 of the Sanctioning Resolution¹⁴. Thus, it is recalled that the information under analysis was sent to DENUNCIANTE1 prior to the subscription of PL Fund shares and, consequently, prior to the sending of the mentioned Investment Statements, so the position contained in said consideration is shared, and therefore, the argument given by Sura SAF cannot be accepted;

D) Regarding the email dated January 30, 2020 sent to Denunciante2 (hereinafter, Email 2)

24. With respect to Email 2 sent to DENUNCIANTE2, in which it is observed that PROMOTER 2 would have offered (in its capacity as a potential investor) that the PL Fund had, among others, collateral guarantees for the amount owed, Sura SAF specifies that the promoter, in order to get DENUNCIANTE2 to increase its position in the PL Fund, states that the latter seeks:

“to obtain a return derived from the interest accrued on the debt-representative instruments in which it invests. As of today, it is composed of 8 investment-grade companies diversified in three countries mainly: Mexico, Colombia, and Peru, which are in the following sectors: Financial, Industrial, Retail, and Mining Services, which provide collateral, guarantees for the amount owed” (Emphasis added by Sura SAF).

25. That, the appellant argues that the text of Email 2 does not expressly state that all instruments of the PL Fund provide collateral, but rather that there are 8 investment-grade companies that do so. Regarding this, it refers that in that same email, the Fact Sheet of the PL Fund is also attached, a document through which it is stated that the participant invests in non-guaranteed debt and in which it indicates that they invest in different instruments in LATAM. The appellant reiterates that the SMV has not evaluated the document attached in Email 2, nor other documents attached to it, which clarify that part of the PL Fund's instruments have collateral guarantees and another part does not;

26. That, regarding the defenses formulated by Sura SAF on this point, it is necessary to specify that these arguments were also presented in the first instance and have been refuted in considerations 79 to 81 of the Sanctioning Resolution¹⁵. This is because, from the review of Email 2, it is observed that DENUNCIANTE2 was informed textually that the offered product provided collateral and guarantees for the amount owed, which does not correspond with the attachments of Email 2, so the information provided to DENUNCIANTE2 is not coherent with itself. Furthermore, it is important to specify that from the review of the PL Fund's Investment Statement as of March 31, 2020, it is observed that of the ten (10) debt instruments that make up the PL Fund, three (3) of them did not have collateral, so the PL Fund was composed of seven (7) debt instruments that were guaranteed and not eight (8) as stated in Email 2, which evidences that the information provided in said email is inaccurate;

27. That, the appellant argues that the SMV does not consider that the investor was a participant of the PL Fund since March 2019, having been summoned to the two participant assemblies in which the modification of the PL Fund's Participation Regulations was agreed upon and its registration in the RPMV under the Simplified Regime modality; and therefore, already knew the investment structure of PL Fund, that is, that it invested in non-guaranteed instruments as communicated to it in its Investment Statements;

¹⁵ The considerations from 79 to 81 of the Sanctioning Resolution state the following:

“79 Regarding this matter, it is appropriate to quote the text of the email sent to MR. [redacted]

(…)

SURA LOAN LATIN AMERICAN FUND:

Investment Fund that seeks to preserve invested capital and obtain a return derived from the interest accrued on the debt-representative instruments in which it invests. As of today, it is composed of 8 investment-grade companies diversified in three countries mainly: Mexico, Colombia, and Peru, which are in the following sectors: Financial, Industrial, Retail, and Mining Services, which provide collateral, guarantees for the amount owed.

(…)” (Added highlighting);

80 As can be seen in the cited email, PROMOTER 2 informed the participant textually that the offered product provided collateral and guarantees for the amount owed. That is, it did not state that part of the financial instruments issued by the companies in question did not provide guarantees, information that does not correspond with the attachments to said email, which reflects that the information provided was not correct;

81 It should be noted that although the Fact Sheet attached to the email under analysis indicated that the FUND's investments were made in guaranteed and non-guaranteed debt instruments, from the review of the FUND's Investment Statement as of March 31, 2020, it is noted that of the ten (10) debt instruments of the issuers that made up the FUND, three (3) of them did not have collateral (Issuers No. 6, 8, and 9)¹⁶; for which reason the FUND was composed of seven (7) debt instruments that were guaranteed, and not eight (8) guaranteed debt instruments as stated by PROMOTER 2 to DENUNCIANTE2, according to what was alleged by SURA SAF;”

28. That, additionally, Sura SAF maintains that DENUNCIANTE2 (in its capacity as a participant of the PL Fund) has received the Investment Statements of said fund quarterly, which specifically state the main characteristics of the investments made by the PL Fund, in which it can be observed that the debt instruments of the issuers that did not have collateral guarantees remained in the PL Fund's investment portfolio, a situation that demonstrates that it complied with informing in a timely manner that there were instruments in which the PL Fund invested that did not contain collateral guarantees;

29. That, finally, Sura SAF specifies that this information never had any effect, nor generated any type of commercial or contractual link with DENUNCIANTE2 given that after Email 2, it did not subscribe to additional participation shares of the PL Fund beyond those it acquired when the fund was of private offering, whose conditions it had accepted with the receipt of the Participation Regulations, and whose provisions were also opposable to them;

30. That, the fact that DENUNCIANTE2 was a participant of the PL Fund when it received Email 2, and therefore knew the structure of said fund, does not exempt Sura SAF from its obligation to provide precise information to said participant. Likewise, regardless of whether DENUNCIANTE2 did not subscribe to additional shares of the PL Fund, Sura SAF is obligated to provide the investor with clear, precise, truthful, and timely information, in accordance with the General Conduct Standard collected in letter f) of article 3 of the FISA Regulations, so this Office agrees with the analysis carried out in considerations 85 to 87 of the Sanctioning Resolution¹⁶;

E) Regarding the principle of legality and due process

31. That, the appellant considers that the Sanctioning Resolution affects the principles of legality and due process established in the General Law of Administrative Procedure. It reiterates that the SMV's analysis omitted to pronounce itself and adequately value the scope and context of the information provided in the emails and the documents that are attached to the

¹⁶ The considerations from 85 to 87 of the Sanctioning Resolution state the following:

“85. Likewise, it must be indicated that, although DENUNCIANTE2 was a participant of the FUND when it received the email under evaluation; and, consequently, knew of the investment structure of the FUND, this does not exempt SURA SAF from its obligation to provide precise information to said participant. Likewise, it must be highlighted that, regardless of whether DENUNCIANTE2 did not subscribe to additional shares of the FUND, SURA SAF is obligated to provide the participant with clear, precise, truthful, and timely information, in compliance with the conduct standard collected in article 3, letter f), of the REGULATIONS;

86. Regarding this, it is necessary to specify that a participant can not only subscribe to additional shares of the investment fund, but can also decide to divest in the investment fund by transferring its shares to another participant of the fund or potential investor. Therefore, the information provided by the management company can also influence its decision to remain as a participant of the fund;

87. On the other hand, it is appropriate to note that in accordance with what is established in article 3 of the REGULATIONS, management companies must implement the necessary procedures and controls for the due observance of the general conduct standards; therefore, SURA SAF should have trained its personnel in charge of placing shares of the funds it manages, with the purpose of providing clear, precise, sufficient, and timely information to potential share subscribers, even more so if in accordance with article 59 of the REGULATIONS, management companies are jointly liable for the improper acts of promoters who participate in the placement process;”

same, which together constitute the direct information delivered to the investor as part of the placement of PL Fund shares. The same must be evaluated jointly to determine if the information delivered to the participants was clear, precise, truthful, sufficient, and timely. It adds that all texts and documents delivered by Sura SAF must be read and evaluated jointly, and not assume that the mere statement of a phrase without further context in an email can distort the information delivered by Sura SAF's promoters;

32. That, on this matter, and as already stated in the preceding considerations, the information provided by Sura SAF in Email 1 and Email 2 was not provided in a clear, precise, truthful, sufficient, and timely manner, violating the General Conduct Standard collected in letter f) of article 3 of the FISA Regulations. This is because the information indicated in the mentioned emails was not concordant with the rest of the information established in the documents delivered by Sura SAF, so they differ from the appellant's argument, regarding that when evaluated jointly, the information delivered to the participants was clear, precise, truthful, sufficient, and timely. In this sense, the principles of legality¹⁷ and due process¹⁸ established in the General Law of Administrative Procedure have not been affected in the present case;

F) Regarding the application of article 342° of the Securities Market Law and paragraph 3 of article 252 of the LPAG

33. That, the appellant states that the Securities Market Law establishes that persons included in said law are subjects subject to sanction by the SMV, regarding actions under its competence, as well as that the power to determine the existence of administrative infractions prescribes after 4 years, citing article 342 of the mentioned law¹⁹. Likewise, it indicates that article 252²⁰ of the LPAG establishes that the prescription period is only suspended with the

¹⁷ “Article IV. Principles of administrative procedure

1. The administrative procedure is fundamentally based on the following principles, without prejudice to the validity of other general principles of Administrative Law:
   1.1. Principle of legality.- Administrative authorities must act with respect for the Constitution, the law, and the law, within the powers attributed to them and in accordance with the purposes for which they were conferred.”

¹⁸ “Article IV. Principles of administrative procedure

1. The administrative procedure is fundamentally based on the following principles, without prejudice to the validity of other general principles of Administrative Law:
   (...)
   1.2. Principle of due process.- The administrated enjoy the rights and guarantees implicit in due administrative process. Such rights and guarantees comprise, in an enunciative but not exhaustive manner, the rights to be notified; to access the file; to refute the charges imputed; to expose arguments and to present complementary allegations; to offer and to produce evidence; to request the use of the floor, when appropriate; to obtain a motivated decision, based on law, issued by a competent authority, and within a reasonable time; and to challenge the decisions that affect them.

The institution of due administrative process is governed by the principles of Administrative Law. The specific regulation of Procedural Law is applicable only insofar as it is compatible with the administrative regime.”

¹⁹ “Article 342. Subjects subject to sanction (*) Subjects subject to sanction by the Securities Market Superintendence (SMV) are the persons included in the scope of application of this Law who incur infractions to the provisions of the same and to the general character provisions issued by the SMV. The power to determine the existence of administrative infractions with respect to all natural and legal persons under its competence, prescribes after four years.” (cited from Sura SAF).

²⁰ We understand that it refers to article 252 of the Single Text of the Order of Law No. 27444 - General Law of Administrative Procedure Supreme Decree No. 004-2019-JUS.
“Article 252.- Prescription
252.1 The authority's power to determine the existence of administrative infractions prescribes in the term established by special laws, without prejudice to the computation of the prescription terms with respect to the other obligations that derive from the effects of the commission of the infraction. If this had not been determined, said authority's power will prescribe after four (4) years.
252.2 The computation of the prescription term of the power to determine the existence of infractions will begin from the day on which the infraction was committed in the case of instantaneous infractions or instantaneous infractions of permanent effects; from the day on which the last action constitutive of the infraction was carried out in the case of continuous infractions, or from the day on which the action ceased in the case of permanent infractions. The computation of the prescription term is only suspended with the initiation of the sanctioning procedure through the notification to the administrated of the facts constitutive of the infraction that are imputed to them as charges, in accordance with what is established in article 255, paragraph 3. Said computation must be resumed immediately if the procedure of the sanctioning procedure remains paralyzed for more than twenty-five (25) business days, for a cause not imputable to the administrated.
252.3 The authority declares the prescription ex officio and considers the procedure concluded when it advices that the term to determine the existence of infractions has been fulfilled. Likewise, the administrated can raise the prescription by way of defense and the authority must resolve it without further procedure than the verification of the terms.” (Cited and emphasis of Sura SAF).

Currently article 233 of the TUO of the LPAG.

iniciación del procedimiento sancionador a través de la notificación al administrado de los hechos constitutivos de la infracción que les sean imputados. Cita parcialmente el artículo 16 del Reglamento de Sanciones²¹, y agrega que éste ha determinado que la fase instructora se inicia con la imputación de cargos, dándose inicio al procedimiento administrativo sancionador (en adelante, PAS);

34. That, in that line, the appellant states that considering that the SMV initiated a PAS against Sura SAF, through the Charges Office (notified on December 6, 2023), imputing in said date partial charges by virtue of a fact that would have occurred on November 11, 2019, date on which PROMOTER 1 sent Email 1 to DENUNCIANTE1, that is, having elapsed more than 4 years from the date of occurrence of the fact until the date of initiation of the PAS, it specifies that the SMV has failed to declare ex officio the prescription and to conclude partially the present PAS;

35. That, Sura SAF indicates that in consideration 90 of the Sanctioning Resolution, the SMV erroneously states that it is a continuous infraction the one presented through Email 1 as well as Email 2. However, the appellant argues that it is two only doubtful, specific, and isolated events, insofar as said acts were carried out by different promoters, having as destination different types of investors (a participant and a potential participant), not being part of an intentional plan of Sura SAF. It adds that the content of the emails was elaborated individually by the promoters themselves, being individual acts of their promoters without any type of connection;

36. That, finally, it states that the act questioned in the Sanctioning Resolution was the one delivered by the promoters of imprecise information to the potential participants, actions that were effectively consummated at the moment each promoter sent an email to Denunciante1 and to DENUNCIANTE2, these emails not being considered similar acts, since Email 1 sent to Denunciante1 refers to the risk criteria of the

obligations that derive from the effects of the commission of the infraction. In case this had not been determined, said authority's power will prescribe after four (4) years.
252.2 The computation of the prescription term of the power to determine the existence of infractions will begin from the day on which the infraction was committed in the case of instantaneous infractions or instantaneous infractions of permanent effects; from the day on which the last action constitutive of the infraction was carried out in the case of continuous infractions, or from the day on which the action ceased in the case of permanent infractions. The computation of the prescription term is only suspended with the initiation of the sanctioning procedure through the notification to the administrated of the facts constitutive of the infraction that are imputed to them as charges, in accordance with what is established in article 255, paragraph 3. Said computation must be resumed immediately if the procedure of the sanctioning procedure remains paralyzed for more than twenty-five (25) business days, for a cause not imputable to the administrated.
252.3 The authority declares the prescription ex officio and considers the procedure concluded when it advices that the term to determine the existence of infractions has been fulfilled. Likewise, the administrated can raise the prescription by way of defense and the authority must resolve it without further procedure than the verification of the terms.” (Cited and emphasis of Sura SAF).

Currently article 233 of the TUO of the LPAG.

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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”

²¹ Artículo 16.- FASE INSTRUCTORA
“The investigative phase begins with the charging of offenses by the General Inspectorates of Compliance, initiating the administrative sanctioning procedure. The charging of offenses is unappealable.
The General Inspectorates of Compliance grant the regulated parties a period of five (5) to fifteen (15) days to present defenses, counted from the day following the notification of the charge. The granted period may be extended by the General Inspectorates of Compliance for a maximum period equal to the initially granted period, depending on the complexity of the case.” (cited from Sura SAF)

# 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”

Fondo, and the Email2 sent to DENOUNCER2 describes the countries in which Fund PL invests;

37. That, in the present case, it is observed that Sura SAF has committed an offense classified as serious under subsection 2.25 of numeral 2 of Annex I of the Sanctions Regulation, for failing to comply with conduct norms.²² Specifically, the collection in literal f) of article 3 of the FISA Regulation,²³ which establishes the obligation to inform, within the quota placement procedure, about the profitability and risk attributes that characterize the investments of investment funds; as well as offering to the participants of the funds under their management all information that could be relevant for the adoption of their subscription, transfer, or exercise of the right of separation decisions; likewise, it disposes that all information provided to participants and investors must be clear, precise, truthful, sufficient, and timely. This occurred when informing a participant of Fund PL and an investor (potential participant) via two emails containing confusing and imprecise information about the risks thereof, which did not align with what was shown in the documents prepared by the same administrator society;

38. That, as can be deduced, in the present case, the presentation of confusing and imprecise information by Sura SAF has been carried out through homogeneous acts over time. Thus, as noted in consideration 90 of the Sanction Resolution,²⁴ Email1 and Email2 are homogeneous acts of Sura SAF, through which information that was not clear, nor precise, nor truthful, nor sufficient is provided to a participant and potential participant of Fund PL, regarding its characteristics. Now, these emails had as their connecting point the purpose of capturing resources for Fund PL, specifically that quotas of the same be subscribed, therefore, they cannot be considered as isolated facts. The fact that the emails were sent by different promoters evidences that it is not an isolated practice on the part of one promoter. However, since both are under the supervision of Sura SAF and seek the same purpose, that of capturing resources for the

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²² **ANNEX I - Of General Infractions**
Are infractions common to Participants and liquidators, as applicable:
(...)
2.- Serious
(...)
2.25 Not having, approving, implementing, nor complying with or modifying them without communicating them to the SMV, within the corresponding deadline, **conduct norms**, internal conduct norms, or code of conduct, according to the regulations in the matter, or not approving a control procedure for said norms.”

²³ **Article 3 General Conduct Norms**
In the development of their activities, the Administrator Society, shareholders, managers, directors, workers, promoters, representatives, members of the Investment Committee, External Managers, members of the Surveillance Committee, as well as any person who provides services to the Administrator Society, in fulfillment of fiduciary duty, must observe the following General Conduct Norms:
(...)
f) Information to Participants and Investors: Inform, within the quota placement process, about the profitability and risk attributes that characterize the investments of investment funds. Offer to the participants of the Funds under their management all information that may be relevant for the adoption of their subscription, transfer, or exercise of their right of separation decisions, under equal conditions. **All information to participants and investors must be clear, precise, truthful, sufficient, and timely.**

²⁴ "90. Regarding this, it has been proven that SURA SAF committed a continuing infringement, since both the aforementioned emails of November 11, 2019 and that of January 30, 2020 evidence a plurality of homogeneous acts by said administrator society, through which, via different promoters, proportional information that was not clear, nor precise, nor truthful, nor sufficient is provided to a participant and potential participant of the FUND regarding its characteristics, in order that quotas of the same be subscribed; failing to comply with the conduct norm collected in literal f) of article 3 of the REGULATION."

# 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”

Fund PL, their acts are not only homogeneous but also connected to the same objective;
Being subject to what is provided by numeral 26 of article 12° of the Regulation on Organization and Functions of the SMV, approved by Supreme Decree N° 216-2011-EF.

**RESOLVES:**

**Article 1°.-** Declare unfounded the appeal filed by Fondos Sura SAF S.A.C., against the Superintendent Adjunct Resolution SMV N° 013-2024-SMV/10, for the reasons exposed in the considerative part of the present Resolution.

**Article 2°.-** Consider the administrative route exhausted.

**Article 3°.-** Transcribe the present Resolution to Fondos Sura SAF S.A.C.

**Article 4°.-** Order the dissemination of the present resolution on the Institutional Page of the Securities Market Superintendence on the Digital Unique Platform of the Peruvian State ([www.gob.pe/smv](http://www.gob.pe/smv)).

Register, communicate, and publish.

Zósimo Juan Pichihua Serna
Superintendent 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”

## Annex - Denominations

| Persons and Emails | Denomination         |
|--------------------|----------------------|
| [Redacted]         | DENOUNCER1           |
| [Redacted]         | MR AEP               |
| [Redacted]         | DENOUNCER2           |
| [Redacted]         | PROMOTORA1           |
| [Redacted]         | ELECTRONIC ADDRESS1  |
| [Redacted]         | PROMOTORA2           |
| [Redacted]         | ELECTRONIC ADDRESS2  |
| [Redacted]         | OTHERS               |
| [Redacted]         | MRS MRMG             |

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