Conasev Resolution No. 051-2011

Lima, June 30, 2011

SEEN:

The file No. 2011006257 as well as Report No. 340-2011-EF/94.06.1 dated June 8, 2011 presented by the Secondary Markets Directorate, with the favorable opinion of the General Management;

CONSIDERING:

That, Article 228 of the Securities Market Law, approved by Legislative Decree No. 861, modified by Legislative Decree No. 1061, establishes that CONASEV approves the statutes and internal regulations of securities clearing and settlement institutions, as well as controls and supervises the activities of said institutions;

That, in accordance with Article 26 of the Regulations of Securities Clearing and Settlement Institutions, approved by CONASEV Resolution No. 031-99-EF/94.10, it corresponds to CONASEV to approve the internal regulations of said securities clearing and settlement institutions, as well as their modifications, prior to their application;

That, Cavali S.A. ICLV requested the modification of Chapter I "Preliminary Provisions and Definitions", Chapter V "Accounts", Chapter VII "Compensation and Settlement", of its Internal Regulations, approved by CONASEV Resolution No. 057-2002-EF/94.10, as well as the inclusion of Chapter XVI "On the Custody Service" to said regulations, for which it presented the information required by the Single Text of Administrative Procedures of CONASEV, approved by Supreme Decree No. 056-2002-EF;

That, the requested modification aims to regulate the provision of the Custody Service that Cavali S.A. ICLV intends to provide to national or foreign persons who request it and who are previously qualified by Cavali S.A. ICLV;

That, from the evaluation of the documentation and support presented by Cavali S.A. ICLV, it is advisable to modify the aforementioned Internal Regulations; and,

Being in accordance with what is established in Article 11, paragraph e), of the Concorded Single Text of the Organic Law of the National Commission for the Supervision of Companies and Securities, approved by Law Decree No. 26126, as well as what was agreed by the Board of Directors of the National Commission for the Supervision of Companies and Securities met in session on June 13, 2011;

IT IS RESOLVED:

Article 1.- Modify Chapters I, V and VII of the Internal Regulations of Cavali S.A. ICLV, replacing the articles indicated below:

“CHAPTER I: PRELIMINARY PROVISIONS AND DEFINITIONS

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Article 3.- Definitions

For the purposes of the Internal Regulations, the terms used in the different Chapters of this document are listed below, with their respective definitions.

Shareholder: That person who individually or under the co-ownership regime holds shares registered in the Register of Enrollment in their name.

Encumbrance(s): Constitution of real rights, charges and liens on Book-Entry Securities through the corresponding registration in the Accounting Register and/or on shares represented in physical certificates through the corresponding registration in the Register of Enrollment.

AFP: Private Pension Fund Administrators.

Settlement Agent: Financial entity through which CAVALI centralizes the process of settlement of funds from operations carried out in the Stock Exchanges and in centralized trading mechanisms.

Promoter Agent: Brokerage Society that, with prior authorization from the BVL, fulfills the function of promoting the liquidity of securities listed in said exchange.

Withholding Agent: The American entity responsible for withholding and delivering to the American Government, the taxes that according to the Laws of the United States of North America, currently or in the future, tax the Payments of the securities deposited in the CAVALI-DTC Account.

Settling Bank(s): Financial entity through which Direct Participants receive and transfer funds to the Settlement Agent, from operations carried out in the Stock Exchanges and in centralized trading mechanisms.

Paying Bank(s): Financial entity through which CAVALI, on behalf of the issuers or their representatives, makes the payment of cash rights and benefits arising from securities registered in the Accounting Register.

BCRP: Central Reserve Bank of Peru.

BdR: Recognition Bonds.

BVL: Lima Stock Exchange

Stock Exchanges: The Stock Exchanges

CAVALI: CAVALI S.A. ICLV

Committee: Administrative Committee of the Fund

Payment Voucher: All those regulated in the current tax regulations.

CONASEV: National Commission for the Supervision of Companies and Securities.

Custody Account: Account assigned to CAVALI for the registration of Book-Entry Securities, owned by the holders who contract the Custody Service, in accordance with what is established in Chapter XVI On the Custody Service.

Issuer(s) Account: Account assigned to the Issuer for the registration of Book-Entry Securities that they have issued, and are registered in the name of the Holders.

Master Account(s): Account assigned to the Participant for the registration of Book-Entry Securities, of their ownership or that of their Holders, as applicable.

CAVALI-DTC Account: Securities account assigned to CAVALI by DTC, in its capacity as Direct Participant, in which the Securities eligible for DTC are deposited, which are Book-Entry in the Accounting Register under the responsibility of CAVALI.

Cash Account: Accounting account registered in CAVALI in which funds that have been transferred to the account held by CAVALI in the Settlement Agent by instruction of the Direct Participant in charge of Settlement through its Settling Bank and/or funds resulting from the settlement of obligations paid in favor of said Participant, as well as margin guarantee refunds, if applicable, in these last two cases, when the funds are still maintained in the CAVALI account in the Settlement Agent. Likewise, funds will be debited from said account to cancel the obligations of the Direct Participant in charge of settlement. This account reflects the funds assigned to said Participant, resulting from the settlement of their operations, in the account that CAVALI holds in the Settlement Agent. The balance of the Cash Account, at the end of the day closing process, must be zero. The charges and credits made from and to the Cash Account are irreversible.

Disencumbrance(s): Lifting of the registration of real rights, charges and liens carried out on Book-Entry Securities.

Days: Business days.

Board of Directors: Board of Directors of CAVALI.

DTC: Depository Trust Company, a company dedicated to the clearing and settlement of securities, organized according to the laws of the State of New York, United States of America.

Issuer(s): The Issuers are entities of public or private law, that issue securities, which can be registered in the Accounting Register.

Foreign Issuer: Issuer constituted abroad.

Entity/entities: Comprises the Issuer or its representative, Direct Participant or Indirect Participant or Promoter Agent.

Swap Date: is the date on which the Issuer's agreements involving the exchange of securities, rights or other benefits become effective.

Cut-off Date: Last day of trading with the right to subscribe to new securities or any other right or benefit referred to in the Record Date.

Delivery Date: Date fixed by the Issuer as the date from which it will make available to the Holders, the right to subscribe to new securities, interest or previously agreed benefit, or other rights derived from extraordinary situations referred to in the BVL Stock Exchange Wheel Operations Regulations.

Record Date: Date established by the Issuer to determine the Holders of the rights or benefits previously agreed to be delivered, including those rights derived from extraordinary situations.

Fund: Settlement Fund.

General Management: General Management of CAVALI.

ICLV: Securities Clearing and Settlement Institution.

IENM: Non-Massive Issuance Instruments.

Minimum Coverage Amount (MCA). Amount that Direct Participants must permanently maintain with CAVALI, in order to cover market exposure, for whose calculation the variables established in Chapter VII On Compensation and Settlement will be used. The MCA must be constituted in accordance with what is established in Chapter VII On Compensation and Settlement.

IPC: Consumer Price Index.

Assembly: General Shareholders' Meeting of CAVALI

LBTR: Real-Time Gross Settlement System, of the Central Reserve Bank of Peru to carry out fund transfers in real time.

Law: Securities Market Law.

Early Settlement: Is the process by which operations are settled before the date agreed for their settlement.

Direct Settlement: Is the process by which operations are settled, in securities, in funds or in both, directly between Participants.

Settlement by assignment: Is the settlement process carried out by a Direct Participant of CAVALI regarding the operations that have been assigned to it by another Direct Participant for the case of operations carried out in the centralized trading mechanisms conducted by the stock exchanges or by an entity that trades in the Centralized Trading Systems of Public Debt.

The Payments: The payments made by the Issuers, regarding securities owned by Holders who are registered in the Accounting Register of CAVALI, including but not limited to those arising from obligations, equity participations, patrimonial participation, amortizations and redemptions, as well as those arising from dividends, profits or interests and/or any other cash distribution announced by the Company.

In the case of IENM, when the obligor to make the payments is different from the Issuer, these will be made by the Main Obligor.

MIENM: Centralized Trading Mechanism for Non-Massive Issuance Instruments.

Effective settled amount: Corresponds to the amount of the operation, net of contributions, contributions and remuneration, which is settled through the ICLV.

ONP: Pension Normalization Office.

Main Obligor(s): The Main Obligors are natural or legal persons, obliged to make payments, if applicable, regarding the IENM that are noted in the Accounting Register.

Money Market Operations. Those operations that are traded in the Money Market and are settled together with spot operations.

OVAC: Those securities whose form of representation is through titles or book-entry annotations, according to the respective origin legislation, and that are inscribed in the Accounting Register.

Participant(s): Direct and Indirect Participant(s) that has(have) been admitted as such by CAVALI.

Direct Participant(s): Participant(s) that access(es) directly to the services linked to the Accounting Register and to the settlement services of operations.

Direct Participant in Charge of Settlement: Direct Participant that settles operations that have been assigned to it by another Participant in the case of operations carried out in the centralized trading mechanisms conducted by the stock exchanges or by an entity that trades in the Centralized Trading Systems of Public Debt. Likewise, this Participant may settle the operations negotiated by itself in the mechanisms or centralized trading systems.

Indirect Participant(s): Participant(s) that access(es) directly to the services linked to the Accounting Register, and that to access the settlement services, both of funds and securities, necessarily must resort to a Direct Participant.

Automatic Settlement Process: Is the process by which operations are settled through the multilateral netting scheme of financial balances.

Traditional Settlement Process: Is the process by which operations are settled individually, operation by operation.

Regulations: Regulations of Securities Clearing and Settlement Institutions.

Internal Regulations: Internal Regulations of CAVALI.

Accounting Register: It is CAVALI's electronic system in which the registrations of Book-Entry Securities are made.

Register of Enrollment: CAVALI's electronic register containing the information on the share enrollment of those Issuers that have contracted the Enrollment Service.

REPOS: Secondary Repo Operation.

R.U.T.: Unique Register of Holders, in which the personal data of the Holders are recorded.

S.A.B.: Brokerage Society(ies) or Broker Agent.

SBS: Superintendence of Banks, Insurance and Private Pension Fund Administrators.

Custody Service: The service provided by CAVALI in accordance with the provisions of Chapter XVI On the Custody Service of this Internal Regulations.

Enrollment Service: The service that CAVALI provides to Issuers in accordance with the provisions of Chapter XIV On the Enrollment Service of this Internal Regulations.

System: Remote access to CAVALI's central computer.

Holder(s): That(Those) who individually or under the co-ownership regime, holds Book-Entry Securities in their name, either within a Master Account or an Issuer Account.

Exchange Rate: Average buying and selling Exchange Rate, established by the BVL.

TRE: Annual Effective Expected Yield Rate.

TVR: Reference Values Table prepared by the BVL.

Users: Participants, Issuers, Holders, those who have legitimate right or interest and in general any natural or legal person who accesses the services provided by CAVALI.

National Security(ies): Those issued in the country by Issuers constituted in the country.

Foreign Security(ies): Those issued abroad by Issuers constituted abroad

Book-Entry Securities: Comprises Securities Represented by Book-Entry Annotations and OVAC.

Securities Represented by Book-Entry Annotations: Dematerialized securities or securities to be dematerialized, whose form of representation is their inscription in the Accounting Register, implies the cancellation of the physical title if it exists.

Likewise, the terms contained in Article 8 of the Law and in Article 2 of the Regulations are applicable to the Internal Regulations, insofar as applicable.

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Article 8.- Functions of CAVALI

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v) Provide the Custody Service, which includes the settlement of operations by assignment and the transfer of securities.

w) Other activities contemplated in the Law, the Regulations, the norms issued by CONASEV.

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CHAPTER V: ON ACCOUNTS

Article 1.- Definition

This Chapter defines the types of accounts that CAVALI assigns to the different market participants, describes the characteristics of such accounts, and regulates the transfers of Book-Entry Securities between them.

These types of accounts are the following:

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7. Custody Account

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Article 7.- Custody Account

It is an Account assigned to CAVALI, in which those holders who have contracted the Custody Service provided by CAVALI, as well as their respective holdings, will be registered, in accordance with what is established in Chapter XVI of this Internal Regulations.

Article 8.- Transfer of Securities

Holders of Book-Entry Securities registered in a Master Account, may request the transfer of the same to the Master Account of another Participant, to the Issuer's Account, of the Issuer of the securities subject to the transfer, or to the Custody Account. Transfers to the Master Accounts of Participants, which by effects of the legislation that regulates them, are not allowed to register other Holders that are not linked to them, cannot be made.

For the case of transfers that are generated as part of the Assignment of Settlement for the Custody Service, what is established in Chapter XVI of this Internal Regulations shall apply.

Holders of Book-Entry Securities registered in an Issuer Account, may request the transfer of the same to the Master Account of a Participant or to the Special Account of the AFP, in case it is a BdR.

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CHAPTER VII: ON COMPENSATION AND SETTLEMENT

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Article 8.- Risk Coverage Mechanisms for the Settlement of Operations

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3. Coverage Mechanisms:

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a) Credit line or cash money required

Direct Participants must maintain credit agreements with their Settling Bank that allow them to have immediate availability of funds, in order to comply with the payment obligations demanded by CAVALI in the settlement process. This credit line can be substituted or complemented with the constitution of cash funds in favor of CAVALI.

In case the Participant opts to constitute cash funds, these will be deposited in an account that CAVALI designates for such effect. The administration of such amounts will be in charge of CAVALI, who will inform monthly the balance, the generated interest and the status of the same. In this case, the interest accrued by maintaining the cash in CAVALI's bank account, will be the property of the Direct Participant and will form part of the MCA.

The credit lines, the cash funds, or the combination of both, must cover at least 20% of the MCA calculated and informed by CAVALI.

For the case of Direct Participants who do not trade in the Lima Stock Exchange Wheel, or for the case of CAVALI for the provision of the Custody Service, they must constitute 100% of the MCA in Credit Line, cash funds, or the combination of both.

This amount must be maintained permanently, which will be verified by CAVALI on a daily basis.

Likewise, in case the sum of assets left by the Direct Participant to comply with the constitution of the MCA, is greater than this amount, it may request CAVALI the return of the excess, provided that it is constituted in cash.

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Article 19.- On the Coverage Mechanisms for the settlement of operations

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3. Coverage Mechanisms:

In order to constitute the MCA indicated in the previous paragraph, Direct Participants must constitute a credit line. This credit line can be substituted or complemented with the constitution of cash funds in favor of CAVALI.

For the case of CAVALI in the provision of the Custody Service, it must constitute 100% of the MCA with a credit line, cash funds, or the combination of both.

In case the Direct Participant opts to constitute cash funds, these will be deposited in an account that CAVALI designates for such effect. The administration of such amounts will be in charge of CAVALI, who will inform monthly the balance, the generated interest and the status of the same. In this case, the interest accrued by maintaining the cash in CAVALI's bank account, will be the property of the Participant and will form part of the MCA.

In the event that the Direct Participant does not comply with the constitution and/or replenishment of the amount established by CAVALI, it will be suspended from its settlement activities, without prejudice to the compliance with the obligations that the Direct Participant has contracted previously.

Likewise, CAVALI will inform the Ministry of Economy and Finance or BCRP, as the case may be, and CONASEV of the non-compliance.

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Article 2.- Incorporate Chapter XVI to the Internal Regulations of Cavali S.A. ICLV, according to the following text:

“CHAPTER XVI: ON THE CUSTODY SERVICE

Article 1.- Definition

It refers to the service by which CAVALI maintains in the Custody Account, securities, derivatives authorized by CONASEV and non-massive issuance instruments, which are represented by Book-Entry Annotation, as well as the different services that this custody may include.

Likewise, it includes the conservation or deposit of cash funds in cases where the services of the service so require, in accordance with what is established in Article No. 5 of this Chapter.

Article 2.- Scope of the Service

The Custody Service referred to in this Chapter, includes the following services:

a) Settlement of operations by Assignment

b) Transfer of Securities

Article 3.- Access to the service

The Custody Service will be provided to national or foreign legal entities, which to access the service must present the following requirements:

a) Simple letter requesting the service, signed by the legal representative(s), attaching the documentation established in Linked Provision No. 01 of this Chapter.

b) Sign the Custody Service Contract with CAVALI, which must observe what is established in this internal regulations, and must contain as a minimum the definition and scope of the service, as well as the responsibility of the parties in the settlement of the operations. The minimum content of said contract may be defined in a Linked Provision of this chapter.

Article 4.- Admission Process

Once the requirements indicated in the previous article are met, CAVALI has a maximum period of ten days to evaluate the application and required documentation, counted from the date of its presentation.

In case the evaluation is satisfactory, CAVALI will approve the application and inform the holder of their admission the following day. Once admitted, the holder may request CAVALI the services detailed in this Chapter.

In case CAVALI observes the non-compliance with any of the requirements indicated in the previous article, it will inform the holder for the corresponding correction.

Article 5.- Description of the service

The Custody Service, comprises the following services.

a) Settlement of operations by assignment

It refers to the settlement of operations carried out in the centralized trading mechanisms or Centralized Trading Systems of Public Debt, which at the request of the Holder or the SAB responsible for the negotiation, is carried out by CAVALI. The assignment of settlement may comprise one or several operations of the same Holder (partial custody service).

Likewise, the holder or the SAB, may assign the delivery or receipt of securities for the settlement of operations carried out by a Direct Participant in the Centralized Trading Mechanisms, for which effect, CAVALI will proceed according to the procedure established for settlement through another Participant, indicated in Chapter VII On Compensation and Settlement of this Internal Regulations.

In the settlement service by assignment, CAVALI will assume the responsibility of settlement once it confirms the settlement assignment, in accordance with what is established in Article No. 7 of Chapter VII “On Compensation and Settlement” of this Internal Regulations. CAVALI will only confirm the assignment, once it has received the funds for the case of assignment of settlement in the purchase or the securities for the case of assignment of settlement in the sale. If the above is not met, the responsibility and the sanctions that may apply, fall on the Participants responsible for the negotiation, in accordance with what is established in

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