Adjunct Superintendent Resolution on Prudential Supervision No. 001-2025-SMV/10 — SMV — PE

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" Electronically signed document within 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 Adjunct Superintendent Resolution SMV No. 001-2025-SMV/10 Lima, January 2, 2025

SEEN:
The administrative file No. 2023053372 and Report No. 003-2025-SMV/10.2 dated January 2, 2025, issued by the General Superintendence of Entity Supervision - IGSE.

CONSIDERING:

That, through Superintendent Resolution No. 064-2017-SMV/10.2 of July 24, 2017, operating authorization was granted to Blanco Sociedad Administradora de Fondos de Inversión S.A.C., as an investment fund administrator company. Subsequently, through Superintendent Resolution No. 111-2021-SMV/02 of November 5, 2021, operating authorization was granted as a mutual fund administrator company, modifying its name to Blanco Sociedad Administradora de Fondos S.A.C;
That, through General Superintendence of Entity Supervision Resolution No. 066-2018-SMV/10.2 of June 1, 2018, the registration of the investment fund, FI BP6 SOLES, was ordered in the corresponding section of the Public Registry of the Securities Market – RPMV and its respective participation regulations;
That, through a letter dated January 31, 2024, BLANCO submitted the Bank Guarantee No. 0011-0397-9800079443-72 issued by BBVA Perú S.A., with an expiration date of December 27, 2024, for the amount of S/ 558,374, constituted as a guarantee for FI BP6 SOLES (hereinafter, BANK GUARANTEE);
That, through Adjunct Superintendent Resolution SMV No. 017-2024-SMV/10, notified on April 17, 2024, administrative intervention of BLANCO was ordered in the management supervision modality (hereinafter, INTERVENTION), provided for in article 351, letter a) of the Single Text of the Securities Market Law, approved by Supreme Decree No. 020-2023-EF, and in accordance with what is established in article 38, letter a) of the Law of Investment Funds and their Administrator Companies, approved by Legislative Decree No. 862 and its amendments (hereinafter, LAW), for a period of ninety (90) calendar days;
That, the administrative intervention was extended through Adjunct Superintendent Resolutions SMV Nos. 040 and 052-2024-SMV/10

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" Electronically signed document within 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 of July 15 and October 11, 2024, respectively, for periods of ninety (90) calendar days;

That, through Superintendent Resolution No. 117-2024-SMV/02 of September 20, 2024, the operating authorization of BLANCO was suspended for a period of thirty (30) business days, until it credibly demonstrates that it has suitable human resources that allow the normal development of its activities and that it has reversed its patrimonial deficit situation, to the satisfaction of the SMV;
That, through Superintendent Resolution No. 136-2024-SMV/02 of November 8, 2024 (hereinafter, RESOLUTION 136-2024), the operating authorization of BLANCO was revoked, and consequently, said company was excluded from the corresponding section of the RPMV under the competence of the SMV, due to the persistence of non-compliance with requirements necessary for its operation and for operating. In said resolution, it was indicated that BLANCO must maintain the guarantees referred to in article 145 of the Regulations of Investment Funds and their Administrator Companies, approved by SMV Resolution No. 029-2024-SMV-01 and its modifying norms (hereinafter, REGULATIONS), for a period of six (06) months or until the administrative, judicial or arbitral complaints or controversies have been resolved, in accordance with what is established in article 152 of said regulations;
That, through a letter presented on December 26 and 27, 2024, Mrs. María Luisa Aguirre Salazar, general manager of BLANCO, requested that the BANK GUARANTEE be returned, due to RESOLUTION 136-2024 and that it would correspond to the new administrator company to issue a new bank guarantee, since the transfer of FI BP6 SOLES was agreed upon through the Extraordinary General Meeting of Participants of November 26, 2024;
That, in response, through Office No. 5899-2024-SMV/10.2 of December 27, 2024, the IGSE indicated to BLANCO that the return of the BANK GUARANTEE does not correspond, due to its obligation to maintain the guarantee in favor of the SMV, and that from the expiration of this, the SMV could execute the BANK GUARANTEE;

I. COMPETENCE AND LEGAL BASIS

That, in accordance with what is established in article 32, numeral 20, of the Regulations on Organization and Functions of the SMV, approved by Supreme Decree No. 216-2011-EF and modifying norms, it establishes that the Adjunct Superintendent of Prudential Supervision – SASP has as a specific function, among others, to dispose of the distribution, substitution and execution of guarantees constituted in favor of the SMV by the supervised entities under the scope of the SASP supervision, when appropriate;
That, regarding guarantees, article 13-A of the LAW states that administrator companies must constitute and maintain for each investment fund a guarantee in favor of the SMV, in support of the commitments undertaken with the participants under their charge. Such guarantee may adopt any of the following modalities in favor of the SMV: a) bank deposit; b) bank guarantee; c) surety policy issued by insurance companies;
That, on the other hand, article 13-B of the LAW indicates that the guarantee may be executed by the SMV, when during the management of any

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" Electronically signed document within 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 of the investment funds, the administrator company incurs in certain causes; among them it points out as a cause, others that the SMV establishes;

That, likewise, article 148 of the REGULATIONS establishes that in addition to what is provided in article 13-B of the LAW, the guarantee may be executed partially or totally by a reasoned resolution of the SMV, to ensure the coverage of any act or omission emanating from the intervention of the administrator company, in the management of the investment funds under its administration, that harms the investment fund or the participants;
That, for its part, in accordance with article 13-C of the LAW, the guarantee referred to in article 13-A must be maintained until six (6) months have passed from the cessation of the activities of the administrator company or until the judicial actions that, within said period, have been filed against it by the beneficiaries of such guarantee have been resolved by a final judgment. These will necessarily be condemned with costs in the case that their claim is not accepted;
That, in the same sense, article 152, numeral 3 of the REGULATIONS states that without prejudice to the revocation of the operating authorization, the administrator company is obliged to maintain the guarantees referred to in article 145 of the REGULATIONS, for a period of six (06) months or until the complaints or administrative, judicial or arbitral controversies filed by the beneficiaries of the guarantee against the administrator company have been resolved;

II. ANALYSIS

That, article 13-A of the LAW and article 145 of the REGULATIONS establish that administrator companies must constitute and maintain for each investment fund a guarantee in favor of the SMV, in support of the commitments undertaken with the participants under their charge;
That, this requirement has the purpose of mitigating the risks emanating from the management of the administrator company, in order to provide coverage to the participants in case of non-compliance by the administrator company, which represents investor protection. In this way, it is sought that from the beginning of the management of an investment fund as well as after the cessation of the activities of the administrator company, it maintains necessary prudential coverages, provided for by the regulations;
That, it should be noted that the revocation of operating authorization does not exempt BLANCO from complying with the obligations contracted in the market prior to the revocation, nor its shareholders, directors or managers from the administrative responsibility they may have incurred during the operation of the referred investment fund administrator company. Therefore, every administrator company must ensure that it maintains the guarantee constituted in favor of the SMV, during the period indicated in the regulations, avoiding any situation that could put at risk its fiduciary duty with investors;
That, in the present case, through RESOLUTION 136-2024, the operating authorization of BLANCO was revoked, and consequently, said company was excluded from the corresponding section of the RPMV under the competence of the SMV, due to the persistence of non-compliance with requirements necessary for its operation and for operating. In said resolution, it was specified that BLANCO must maintain the

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" Electronically signed document within 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 guarantees referred to in article 145 of the REGULATIONS, for a period of six (06) months or until the administrative, judicial or arbitral complaints or controversies have been resolved, in accordance with what is established in article 152 of said regulations;

That, regarding this, BLANCO presented to the SMV as a guarantee for FI BP6 SOLES, the BANK GUARANTEE whose expiration date was December 27, 2024. However, as of the date of this resolution, BLANCO has not presented to the SMV the renewal of the BANK GUARANTEE or the constitution of another guarantee in replacement of this, in compliance with the LAW and the REGULATIONS;
That, on the contrary, BLANCO requested that the BANK GUARANTEE be returned, arguing that it would correspond to the new administrator company to issue a new bank guarantee, given that through the Extraordinary General Meeting of Participants of FI BP6 SOLES of November 26, 2024, the transfer of the investment fund was agreed;
That, regarding this, it should be clarified that, through Office No. 5899-2024-SMV/10.2 of December 27, 2024, it was indicated to BLANCO that the return of the BANK GUARANTEE does not correspond, this considering the obligation to maintain the guarantee in favor of the SMV; likewise, it was informed that from the expiration of this, the SMV could execute the BANK GUARANTEE, if it were not renewed or substituted by another guarantee;
That, consequently, it has been verified that BLANCO has not presented documentation on the renewal of the BANK GUARANTEE or substitution by another guarantee in any of the modalities established in article 13-A of the LAW, which allow BLANCO to continue complying with its obligation established in article 13-C of the LAW and article 152, numeral 3 of the REGULATIONS;
That, on the other hand, it is necessary to point out that there is a potential harm to FI BP6 SOLES and its participants that may derive from the indications that gave merit to the INTERVENTION and its extensions, the suspension of the operating authorization of BLANCO, the revocation of this through RESOLUTION 136-2024; as well as from the various complaints or lawsuits that participants may have filed. Therefore, it is necessary to take measures that allow protecting investors, ensuring that BLANCO maintains the guarantee constituted in favor of the SMV;
That, consequently, to ensure that BLANCO maintains the guarantee constituted in favor of the SMV during the period indicated in article 13-C of the LAW and article 152 numeral 3 of the REGULATIONS, and thereby achieve the coverage of any act or omission emanating from the intervention of the former administrator company in the management of FI BP6 SOLES that harms this or the participants, it is necessary to execute the BANK GUARANTEE and substitute the guarantee constituted by BLANCO by a bank deposit at the order of the SMV, in attention to what is provided in article 13-B of the LAW and article 148 of the REGULATIONS.

Being in accordance with what is provided in articles 13-A, 13-B and 13-C of the Law of Investment Funds and their Administrator Companies, articles 148 and 152 of the Regulations of Investment Funds and their Administrator Companies, article 1898 of the Civil Code and what is provided by article 32, numeral 20, of the Regulations on Organization and Functions of the SMV.

PERU Ministry of Economy and Finance

RESOLVES:

Article 1º.- Order the execution of the Bank Guarantee No. 0011-0397-9800079443-72 constituted by Blanco S.A.C. ex Fund Administrator Company in favor of the SMV for the Public Offer Investment Fund BP6 Soles.

Article 2º.- The execution of the guarantee indicated in the preceding article must be carried out within the period indicated in article 1898 of the Civil Code.

Article 3º.- Substitute the guarantee constituted by Blanco S.A.C. ex Fund Administrator Company in favor of the SMV for the Public Offer Investment Fund BP6 Soles, by the modality of bank deposit at the order of the SMV, for the amount resulting from the execution of Bank Guarantee No. 0011-0397-9800079443-72.

Article 4º.- Publish this resolution on the Institutional Page of the Securities Market Superintendence on the unique digital platform of the Peruvian State (www.gob.pe/smv).

Article 5º.- This resolution enters into force on the day of its issuance.

Article 6º.- Transcribe this resolution to Blanco S.A.C., Mrs. María Luisa Aguirre Salazar, in her capacity as general manager of Blanco S.A.C. and to BBVA Perú S.A. in its capacity as issuer of Bank Guarantee No. 0011-0397-9800079443-72.

Omar Gutiérrez Ochoa
Adjunct Superintendent
Adjunct Superintendence of Prudential Supervision

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy"
Page
6 of
7
Electronically signed document within 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

ANNEX
-BANK GUARANTEE

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy"
Page
7 of
7
Electronically signed document within 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