PERU Ministry of Economy and Finance
SMV
Superintendency of the Market in Securities

"Decade of Equal Opportunities for Women and Men" "Year of the Bicentennial, of the consolidation of our Independence, and of the commemoration of the heroic battles of Junín and Ayacucho"

Deputy Superintendency Resolution SMV

No. 040-2024-SMV/10

Lima, 15 July 2024

WHEREAS:

Administrative file No. 2024016790 and Report No. -2024-SMV/10.2 of 15 July 2024, issued by the General Intendancy of Supervision of Entities.

CONSIDERING:

1. That, by Deputy Superintendency Resolution SMV No. 017-2024-SMV/10 of 17 April 2024 (hereinafter, RESOLUTION), the administrative intervention of Blanco Sociedad Administradora de Fondos S.A.C. (hereinafter, BLANCO SAF) was ordered in the form of management supervision provided for in article 351, literal a), of the Single Ordered Text of the Securities Market Law, approved by Supreme Decree No. 020-2023-EF and its amendments (hereinafter, TUO LMV) and article 38, literal a) of the Investment Funds and their Management Companies Law, approved by Legislative Decree No. 862 (hereinafter, LFI), for a period of 90 calendar days counted from the entry into force of this resolution;

2. That, said measure was adopted due to various irregular situations in the actions of BLANCO SAF that could cause harm to the participants of the Public Offering Investment Fund BP6 Soles (hereinafter, FONDO BP6) and of the Public Offering Investment Fund BP7 Dollars (hereinafter, FONDO BP7, and together, FUNDS);

3. That, by Resolution of the General Intendancy of Supervision of Entities No. 079-2024-SMV/10.2 of 12 June 2024, it was ordered to expand the powers of the members of the Intervening Commission, to present their findings on the FUNDS at the participants' assemblies, sessions of the Investment Committees and Surveillance Committees of said funds; and at the General Shareholders' Meetings and Board sessions of BLANCO SAF;

COMPETENCE

4. That, in accordance with the provisions of literal a) of article 38 of the LFI, the SMV ex officio or at the request of the General Assembly or the Surveillance Committee, may appoint one or more interveners for the management companies, among others, when one or more public offering investment funds1 managed confront a situation that, in the judgment of the SMV, could cause harm to their participants. Likewise, according to said norm, the interveners must adopt the necessary measures to obtain the recovery of the public offering investment funds

[1] It should be noted that by provision of article 12 of LFI, it corresponds to the SMV to authorize the organization and operation of the management company as well as to exercise supervision of it, as long as it has the purpose of managing investment funds whose participation certificates will be placed by public offering.

public, and, if applicable, their reorganization and transfer to another management company. It corresponds to the SMV to authorize said transfer subject to the general rules it issues;

5. That, additionally the Thirteenth Final Complementary Provision of the Single Ordered Text of the Securities Market Law, approved by Supreme Decree No. 020-2023-EF and its amendments (hereinafter, TUO LMV), states that legal persons regulated by special laws are subject to the provisions contained in this law, as long as they participate in the securities market;

6. That, in that sense, article 351 of the TUO LMV establishes that the intervention shall not exceed one (1) year extendable for six (6) additional months, which may adopt the form of management supervision, in which case the members of the administrative or management bodies remain in their positions. Likewise, it indicates that the officials designated by the SMV as interveners have all the necessary attributions to perform the functions of their designation, without prejudice to those others that the SMV determines;

7. That, article 12 of the LFI establishes that the SMV is the institution in charge of the supervision of investment fund management companies, as long as they have the purpose of managing investment funds whose participation certificates are placed by public offering, therefore being BLANCO SAF a company that manages the FUNDS, this institution has the necessary legitimacy to request administrative intervention when it is necessary and appropriate for the protection of the rights of investors and the market in general;

ANALYSIS

8. That, to determine the need to extend the intervention period for BLANCO SAF, it must be analyzed whether the assumption established in literal a) of article 38 of the LFI, which motivated said administrative measure ordered by the RESOLUTION, remains;

9. That, in the opinion of the General Intendancy of Supervision of Entities, the irregular situations in the actions of BLANCO SAF that motivated the RESOLUTION remain, likewise it has identified new situations, so said situations could cause harm to the participants of the FUNDS, which are detailed below;

OF THE IRREGULAR SITUATIONS THAT MOTIVATED THE RESOLUTION

IRREGULARITIES IN THE GRANTING OF THE EXERCISE OF THE RIGHT OF SEPARATION OF FUND BP6

10. That, according to the information submitted by BLANCO SAF, the right of separation would have been improperly granted to participants who attended the Extraordinary General Meeting of Participants of 03 October 2022 (hereinafter, MEETING) and who did not oppose the agreement to extend the term of FUND BP6, for which they were not entitled to exercise the right of separation, in accordance with the provisions of article 73 of the Regulation of Investment Funds and their Management Companies, approved by SMV Resolution No. 029-2014-SMV/01 and its amendatory norms (hereinafter, REGULATION); identifying that 229 participants were not entitled to said right, of which 47 participants would have improperly exercised the right of separation from FUND BP6;

11. That, however, subsequently BLANCO SAF, through writings submitted on 30 April, 02, 07, 09, 20, 21, 23 and 24 May 2024 (hereinafter, RECONSIDERATION WRITINGS), indicated that it carried out the necessary steps and considers that eleven (11) participants, from the group of 47 participants referred to above, were entitled to exercise the right of separation in the context of the extension of the term of FUND BP6, agreed at the MEETING, having opposed said agreement or not having attended said meeting;

12. That, by means of Official Letter No. 2167-2024-SMV/10.2 of 17 May 20242 (hereinafter, OFFICIAL LETTER 2167), BLANCO SAF was informed that, in accordance with the documentation and information provided, it corresponds to recognize the right of separation of one of the 11 participants referred to in the RECONSIDERATION WRITINGS. Likewise, through OFFICIAL LETTER 2167 and Official Letter No. 2930-2024-SMV/10.2 of 09 July 2024 (hereinafter, OFFICIAL LETTER 2930), BLANCO SAF was requested additional information and documentation, in support regarding the remaining ten (10) participants. As of the date of issuance of this Resolution, a response to OFFICIAL LETTER 2930 is pending from BLANCO SAF;

IMPROPER RECOGNITION OF INCOME FROM SALE OF LAND IN THE FINANCIAL STATEMENTS OF THE FUNDS

13. That, by means of Official Letter No. 1989-2024-SMV/10.2 of 08 May 2024, BLANCO SAF was requested to make the pertinent modifications in the accounting records and financial statements of the FUNDS, because it improperly recognized the sale of land in Chincha3 (Item No. 11011047) as income in the financial statements as of 30 September 2023 and 31 December 2023 of the FUNDS;

14. That, in response to the aforementioned official letter, BLANCO SAF has submitted to the SMV on 29 May 2024, the interim financial statements of the FUNDS, as of 30 September 2023 and 31 December 2023. However, as of the date of this resolution BLANCO SAF has not submitted the audited annual financial statements of the FUNDS, corresponding to fiscal year 2023.

EXCESSIVE CHARGES OF ADMINISTRATION COMMISSION OF FUND BP6

15. That, as detailed in the RESOLUTION, BLANCO SAF would have improperly charged from FUND BP6 the administration commission as of July 2023, accumulating an amount of S/ 456,040.00 at the close of December 2023;

16. That, additionally, considering the adjustments in the calculation of the administration commission of FUND BP6, related to the reversal of the sale of land in Chincha, indicated in the preceding recitals, and the reduction of the administration commission rate as of November 2023, it was determined that the administration commission expense recognized in the trial balance and income statement for fiscal year 2023 amounted to S/ 3,087,000, which, when IGV is applied, generated a liability of S/3,643,000.00; however, during fiscal year 2023 FUND BP6 made transfers in favor of BLANCO SAF for a total of S/4,400,000.00;

[2] File No. 2024021967.

[3] Property to which the Funds would be entitled because it guaranteed the debt that Royal Sovereing maintained with the funds.

17. That, likewise, during the period from January to March 2024, the administration commission expenses of FUND BP6 would amount to S/277,000, which, when IGV is applied, would generate a liability of S/ 327,000; while, in said period, FUND BP6 transferred to BLANCO SAF a total of S/ 129,000.00;

18. That, in summary, the liability generated for administration commission for fiscal year 2023 and from January to March 2024 would amount to S/ 3,970,000.00 and the total transfers made by FUND BP6 to BLANCO SAF for the same period amount to S/ 4,529,000.00. Therefore, as of 31 March 2024 there would be an excess payment in favor of BLANCO SAF of S/ 559,000.00

EXCESSES OF THE INDEBTEDNESS LIMIT OF THE FUNDS

19. That, BLANCO SAF reported that the loans obtained by FUND BP6 and FUND BP7 from other funds managed by BLANCO SAF, during the period from January 2023 to May 2024, amounted to S/ 1,719,310 and $ 1,028,834.71, respectively, as detailed below:

426,128
169,000
10,945 81,000
1,032,237
69,058 8,955
33,000
222,322
-
200,000
400,000
600,000
800,000
1,000,000
1,200,000
FUND
ARIZONA
FUND
CORIWAYRA
FUND EMAR
FUND
FACTORING
TASATOP MN1
FUND
NEVADA FR
Loans from Funds to BP6 (Soles)
Loans
Repayment

PERU Ministry of Economy and Finance
SMV
Superintendency of the Market in Securities
"Decade of Equal Opportunities for Women and Men" "Year of the Bicentennial, of the consolidation of our Independence, and of the commemoration of the heroic battles of Junín and Ayacucho"

487,011
12,107
29,219
14,390
20,000
75,904
8,700
354,028
7,875
12,600
7,000
81,980
3,382
6,397
32,884
12,600
1,395

100,000
200,000
300,000
400,000
500,000
FONDO ARIZONA
FONDO BL6
FONDO BP4
FONDO CORIWAYRA
FONDO EMAR
FACTORING FUND TASATOP MN1
FONDO MEDIANO PLAZO KOBSA
FONDO NEVADA FR
FONDO NEVADA FR II
FONDO PRIVATE I DOLARES
FONDO RETAIL
Loans from Funds to BP7 (Dollars)
Repayment (USD)
Loans (USD)

20. That, likewise, regarding the non-incorporation of the balances of loans payable in the financial information of the FUNDS, BLANCO SAF indicated that "As of 31.12.2023 there is no balance payable, since it was offset with portfolio purchase";

21. That, on the other hand, BLANCO SAF failed to present the contracts and addenda signed between the FUNDS and other funds (public or private) managed by BLANCO SAF or the management company itself, which support the obtaining and granting of loans of money, related to the movements in the bank accounts of the Funds, despite having been requested through point 52 of Oficio Nº 1367-2024-SMV/10.2, as well as during the intervention;

22. That, considering that since September 2022 there have been no approvals of new investments by the Investment Committee of the FUNDS, and that since that date there have been limited disbursements with resources of the FUNDS, the destination that may have been given to the resources obtained through loans between funds is being evaluated;

INVESTMENT COMMITTEE DID NOT MEET AFTER 22 SEPTEMBER 2022

23. That, regarding the composition and the lack of sessions of the Investment Committees of the FUNDS, through material events disclosed on 25 April and 04 May 2024, BLANCO SAF communicated the resignations of Mr. Elías Pedro Tovar Pinto and Mr. Jorge Luis Ramos Felices, respectively, from their positions as members of the Investment Committees of the FUNDS. Therefore, the FUNDS had Mr. Fabián Guillermo Cepeda Cárdenas as the sole member of their respective Investment Committees,

24. That, in view of this, through Oficio Nº 2011-2024-SMV/10.2 of 09 May 2024, BLANCO SAF was requested to appoint the members of the Investment Committees of the FUNDS, observing, among others, the minimum number of members of said bodies, the qualification and observation of prohibitions for the development of their functions, established in articles 13 and 16 of the Participation Regulations of the FUNDS; articles 5, 30 and 139 of the REGLAMENTO; and, articles 16 and 17 of the LFI;

25. That, subsequently, through material events of 13 May 2024, BLANCO SAF communicated the appointment of Mr. Jorge Eduardo Espada Salazar and Mr. Andrés Eduardo Castro-Mendivil (hereinafter, MR. CASTRO-MENDIVIL) as members of the Investment Committee of the FUNDS. It should be noted that the latter holds the position of Administration and Finance Manager of BLANCO SAF;

26. That, on 28 May 2024, BLANCO SAF indicated that in the shortest term they would hold a universal shareholders' meeting for the purpose of appointing a new member of the Investment Committee in order to avoid any possible conflict of interest on the part of MR. CASTRO-MENDIVIL. Likewise, it indicated that they were evaluating the persons who could form part of the Investment Committee of the FUNDS;

27. That, however, as of the date of this resolution BLANCO SAF has not communicated the departure of MR. CASTRO-MENDIVIL as a member of the investment committee of the FUNDS, likewise, it has not informed the designation of other members, so the FUNDS would only have two members, thus violating the provisions of article 16 of the Participation Regulations of the FUNDS. This, in accordance with the provisions of article 15 of the LFI, which establishes that for the administration of the FUNDS, BLANCO SAF shall have an Investment Committee composed of a minimum of three (3) members and a maximum of seven (7) members;

28. That, by not having appointed an Investment Committee of the Funds, BLANCO SAF would be violating one of its obligations as manager of the Funds, as provided in article 136, literal c) of the REGLAMENTO. It should be noted that BLANCO SAF has not communicated that the Investment Committee has met again to comply with the obligations set forth in the REGLAMENTO;

ON THE LATE SUBMISSION OF THE AUDITED FINANCIAL INFORMATION OF THE FUNDS

29. That, in accordance with the provisions of article 85, literal a) of the REGLAMENTO, the management companies, once the activities of the investment fund have begun, must submit to the Registry the audited annual financial statements, which must be done within the term established by article 11 of the LFI, which states that the financial statements are approved within the first four months of the fiscal year;

30. That, in this regard, according to the provisions of Oficio Nº 2670-2024-SMV/10.2 of 20 June 2024, disclosed as a material event on the same date, in response to the communication sent by the Audit Manager of the external audit firm Córdova, Petrozzi, Coronado S. Civil de R.L. (hereinafter, AUDIT FIRM), in charge of the audit of the annual financial statements as of 31 December 2023 of the FUNDS; as of 13 June 2024, BLANCO SAF still had pending delivery to the AUDIT FIRM, information regarding the FUNDS. Likewise, in said communication it is indicated that the management company delivered important information only between 12 and 13 June 2024 to the AUDIT FIRM, as indicated, outside the agreed dates;

31. That, additionally, as detailed in Official Letter No. 2726-2024-SMV/10.2 of 24 June 2024, disclosed as a material fact on 25 June 2024, to which is attached the letter received by the SMV on 21 June 2024 from the Engagement Partner of the AUDIT FIRM, the latter informed the SMV of identified matters that could impact its opinion on the financial statements of the FUNDS. Regarding the matters pointed out by the AUDIT FIRM, most of them would have originated due to the failure of BLANCO SAF to deliver information to the AUDIT FIRM. Therefore, BLANCO SAF was required to immediately comply with sending to the AUDIT FIRM the pending information regarding the FUNDS;

32. That, in response to the aforementioned official letter, by letter of 26 June 2024, BLANCO SAF [stated] that six (6) of the points observed by the AUDIT FIRM were pending attention and with a commitment to respond by 27 June 2024; eight (8) points were confirmations that were not its responsibility to address; in its opinion seven (7) points had already been addressed and for four (4) points there were no pending requirements to address;

33. That, in that sense, in the opinion of the AUDIT FIRM, BLANCO SAF would have delivered incomplete information, outside the established deadline, or would not have complied with presenting certain information. Therefore, these situations would be causing the AUDIT FIRM to incur delays in concluding its audit and its opinion on the annual financial statements of the FUNDS;

REGARDING THE OTHER INDICATIONS POINTED OUT IN THE RESOLUTION

34. That, regarding the inequitable treatment in relation to the distribution of benefits to the participants of the FUNDS, through material facts of 02 and 03 July 2024, presented as responses to the Report submitted by the Surveillance Committees of the FUNDS, BLANCO SAF indicated that at the General Assembly of the FUNDS of 25 October 2023 it would have acknowledged that it did not apply an equity criterion in the payment of the 2023 benefits;

35. That, BLANCO SAF points out as measures to prevent the situation regarding inequitable treatment in relation to the distribution of benefits to the participants of the FUNDS from happening again and to remedy the situation that: i) the General Assembly approve for the Fund a payment priority scheme; and, b) the Participants who have not received benefits during the second quarter of 2023 may have priority for said amount at the level of "cash lender";

36. That, in that sense, the non-compliance with the provisions of article 3 of the REGULATION in relation to the inequitable treatment in the payment of benefits to the participants of the FUNDS would be maintained, given that the proposed measures do not remedy said situation;

37. That, regarding the irregularities on the reduction of the capital of the FUNDS, from the disclosure of note 12 on "Equity" in the financial statements of the FUNDS as of 31 March 2024, presented to the SMV on 29 May 2024, capital reductions (redemption – partial withdrawal of participation quotas) were identified, which would not have gone through an assembly of participants of the FUNDS;

38. That, regarding the other situations described in the RESOLUTION, the General Superintendence of Supervision of Entities considers that BLANCO SAF has not remedied said situations, so these could cause harm to the participants of the FUNDS;

OF THE IRREGULAR SITUATIONS THAT WERE IDENTIFIED DURING THE VALIDITY OF THE RESOLUTION

39. That, during the development of the administrative intervention at BLANCO SAF, the General Superintendence of Supervision of Entities has identified additional situations that, in its opinion, could cause harm to the participants of the FUNDS; which are detailed below;

PROVISION FOR EXPECTED CREDIT LOSS

40. That, in accordance with the notes to the financial statements of the FUNDS, corresponding to 31 December 2022, 30 September 2023 and 31 December 2023, and 31 March 2024 presented to the SMV4, it was identified that the FUNDS record Expected Credit Losses (hereinafter, ECL); for the amounts detailed in the following table;

41. That, notwithstanding this, in accordance with the Debtor Credit Report5 (RCD) of the FUNDS, submitted by BLANCO SAF, it would have individually evaluated the condition of each obligor for payment of the FUNDS, and formulated a methodology for calculating the provision for portfolio impairment, which would represent an ECL calculated for the FUNDS, higher than the amounts reported in the financial statements of the FUNDS, as detailed in the following table:

Fund	Period	Currency	ECL FS (*) (i)	ECL RCD (ii)	Difference (i)-(ii)
Fund BP6	December 2022 (**)	S/	910,248	20,210,383	(19,300,135)
Fund BP6	September 2023	S/	5,018,444	22,547,181	(17,528,737)
Fund BP6	December 2023	S/	5,375,641	26,418,262	(21,042,621)
Fund BP6	March 2024	S/	5,680,578	22,060,878	(16,380,300)
Fund BP7	December 2022 (**)	US$	507,672	11,365,628	(10,857,956)
Fund BP7	September 2023	US$	4,139,697	15,745,215	(11,605,518)
Fund BP7	December 2023	US$	3,556,574	14,569,167	(11,012,593)
BP7 Fund	March 2024	US$	3,425,622	19,053,322	(15,627,700)

(*) Interim Financial Statements for the fourth quarter of 2022, third and fourth quarter of 2023 and first quarter of 2024. (**) Audited Financial Statements 2022.

42. That, in that regard, through Official Letter No. 2193-2024-SMV/10.2 dated 20 May 2024, a series of observations related to the calculation of the ECL of the FUNDS were conveyed to BLANCO SAF, and it was requested

[4] Through files Nos. 2023004347, 2023004356, 2023045973, 2023045969, 2024006968, 2024006964, 2024019905 and 2024019911. Prior to the correction of financial statements submitted on 29 May 2024.

[5] The explanatory document on the methodology of the Debtor Credit Report submitted by BLANCO SAF states “The report aims to value the investments of all managed Funds, individually, valuing each client; and generally, by managed Fund”.

submit to the SMV the methodology that should be applied, in accordance with IFRS 9, for the calculation of the ECL of the FUNDS, and justify the provision percentages of the ECL that it will establish for each classification category of the portfolio; as well as make the pertinent regularizations in the accounting records and financial statements of the FUNDS, from when the significant increase in credit risk reasonably occurred, as well as submit the detail of the ECL calculation at the close of the regularized dates, among other requirements. Likewise, through Official Letter No. 2554-2024-SMV/10.2 dated 13 June 2024, said request was reiterated;

43. That, on 28 June 2024, BLANCO SAF submitted 2 Excel files named “34.Analisis de Deterioro PE NIIF 9BP62023” and “34.Analisis de Deterioro PE NIIF 9BP72023”, with the calculations of the ECL of FUND BP6 and FUND BP7 as of 31 December 2023, which represent a provision of 29.40% and 36% of the value of the investment portfolio, respectively; but it has not incorporated said ECL adjustments in the financial statements of the FUNDS;

44. That, additionally, through email of 01 July 2024, BLANCO SAF submitted modifications to the percentages of the methodology for calculating the ECL of the Funds, so the new calculations of the ECL of FUND BP6 and FUND BP7 as of 31 December 2023 represent a provision of 39.08% and 38.59% of the value of the investment portfolio, respectively; but it has also not incorporated said ECL adjustments in the financial statements of the FUNDS.

45. That, without prejudice to BLANCO SAF's obligation to incorporate the ECL adjustments in the financial statements of the FUNDS; as of the date of this Resolution, the consistency of the percentages of the methodology for calculating the ECL of the FUNDS with the situation of their main debtors is being evaluated;

TRANSFER OF PORTFOLIO OF PRIVATE FUNDS

46. That, from the information presented for fiscal years 2022, 2023 and 20246, it has been identified that, from 01 February 2022 to 01 April 2024, FUND BP6 would have acquired accounts receivable from the private funds managed by BLANCO SAF for an amount of S/ 6,951,734.27, in exchange for monetary consideration, according to the following detail:

Private Fund	2022 Amount (PEN)	2023 Amount (PEN)	2024 Amount (PEN)	Total No. of transactions	Total Amount (PEN)
ARIZONA	8,042.00			1	8,042.00
BL1	358,959.90			2	358,959.90
BL4	1,256,465.86			4	1,256,465.86
BP2	3,899,130.38	436,571.06	857.57	72	4,336,559.01
BP4	153,500.00	556,179.00	18,600.00	25	728,279.00
EQ1	234,110.50			3	234,110.50
PRIVATE		29,318.00		2	29,318.00
Total Amount	5,910,208.64	1,022,068.06	19,457.57	109	6,951,734.27

47. That, likewise, it has been identified that, from 31 March 2022, date of registration of FONDO BP7 in the Public Registry of the Securities Market, until 01 April 2024, said fund would have acquired accounts receivable from the private funds managed by BLANCO SAF for an amount of

[6] Up to the date of the RESOLUTION.

US$ 4,386,888.52, in exchange for a monetary consideration, according to the following detail:

Private Fund	2022 Amount (USD)	2023 Amount (USD)	2024 Amount (USD)	Total Operation	Total Amount
ARIZONA	2,150.00			1	2,150.00
BL1	459,446.83			42	459,446.83
BL2	119,510.00			13	119,510.00
BL4	1,281,616.42			37	1,281,616.42
BP1	558,394.02			29	558,394.02
BP2	8,973.68	10,095.53		7	19,069.21
BP4	628,268.24	825,129.79	11,143.07	182	1,464,541.10
EQ1	317,010.00			29	317,010.00
F90	7,000.00			1	7,000.00
INV1	21,600.00			5	21,600.00
PRIVATE	31,000.00	104,540.94	1,010.00	28	136,550.94
Totals	3,434,969.19	939,766.26	12,153.07	374	4,386,888.52

48. That, from the review of the minute book of the participants' meetings of the FUNDS since 2022, it is noted that the agenda items of the meetings held do not refer to said topic. Therefore, the participants' meetings of the FUNDS would not have approved the acquisition of assets of the private funds carried out by BLANCO SAF on behalf of the FUNDS;

49. That, additionally, according to the Minute Book of the Investment Committee meetings of the FUNDS, in the meetings held up to 30 September 2022, the agenda does not include as a matter to be discussed the acquisition of assets of private funds. Therefore, said body would not have made decisions on the acquisition of assets of private funds or on their valuation, despite the fact that this body was responsible for making investment decisions of the funds, as provided in article 15 of the LFI and article 138 of the REGLAMENTO;

50. That, consequently, BLANCO SAF on behalf of the FUNDS would have acquired assets (accounts receivable) that belonged to the private funds managed by itself, without the authorization of the general meeting of participants of said funds, violating the provisions of article 78, literal c) of the REGLAMENTO;

51. That, additionally, since the investments in assets of private funds would not have the authorization of the general meeting of participants, to carry out the correction BLANCO SAF should have followed the procedure established in article 79, literal b) of the REGLAMENTO. However, BLANCO SAF has not complied with sending to the SMV, on the day following each of the investments not provided for in the investment policy of the FUNDS, its proposal to proceed with the corresponding correction;

52. That, furthermore, BLANCO SAF had the obligation to communicate in the Investment Statement of the FUNDS, the investment excesses and investments not provided for in the investment policy, specifying whether or not they are attributable to the management company, the date on which they occurred and the deadline for their correction or the actions taken on them; however, from the review of the Investment Statements of the FUNDS, corresponding to the first and second semester of 2022 and 2023, it is noted that BLANCO SAF has stated the following: “The fund is complying with the investment policy established in the participation regulation. To date there have been no investment excesses or investments not provided for by the investment policy”;

53. That, in that sense, BLANCO SAF would have communicated to the SMV and to the participants, through the Investment Statements, information that did not reveal the investments not permitted in the investment policy in which it would have decided to invest, violating the provisions of article 89, literal d) of the REGLAMENTO;

IMPROPER DISPOSAL OF ASSETS DECLARED AS “INVESTMENT PROPERTY OF THE FUNDS” IN THEIR FINANCIAL STATEMENTS

54. That, from the review of the information presented in the interim financial statements of the FUNDS as of 31 December 2023, as well as the response to point No. 4.2 of Official Letter No. 1367-2024-SMV/10.2 of 05 April 2024, referring to the Investment Properties item, BLANCO SAF disclosed that FONDO BP6 and FONDO BP7 would maintain properties valued at S/ 1,342,126 and US$ 3,451,533, respectively, whose origin would correspond to adjudications of guarantees shared between the FUNDS. Below, said assets are detailed:

Type	Registry address	Fondo BP6 (In S/)	Fondo BP7 (In US$)
Land	Rustic Property U.C. 020048, Valle Medio Piura, District, Province and Department of Piura. Title No. P11113901	763,636	256,906
Land	Jirón Leoncio Prado Num 285, Urb Miramar, District of San Miguel, Province and department of Lima. Title No. 13495062	578,490	1,552,011
Land	Jr. Pasco Num 3124-3126, Zone 3rd Zone - Human Settlement Urbanization, District of San Martin de Porres, Province and department of Lima. Title No. P01152075	-	169,837
Buildings	Lima Central Tower, Commercial Premises 1 - First and second Floor, Avenida El Derby Num 260, Urb El Derby, District of Santiago de Surco, Province and department of Lima. Title No. 13576585	-	1,472,779
Total		1,342,126	3,451,533

55. That, however, from the review carried out on the basis of the SUNARP registry entries, it is observed that by public deed of 30 June 2022, a trust agreement in guarantee and dation in payment was entered into, between BLANCO SAF, as trustor; a conjugal society, as trustees and Fiduciaria S.A., as fiduciary;

56. That, in that sense, the indicated properties were transferred in fiduciary ownership to Fiduciaria S.A. Subsequently, on 19 July 2023, the dation in payment contracts were entered into, by which the properties whose title numbers are No. 13495062 and No. 13576585 were transferred in favor of the aforementioned trustees;

57. That, on the other hand, in the letter disclosed as a material event on 25 June 2024, the AUDIT SOCIETY indicated the following, regarding FONDO BP6 and FONDO BP7: “(…) we have not been provided with the support for the updated valuation. Additionally, in July 2022 and 2023, the ownership of the properties in Piura and San Miguel (see Note 8), respectively, have been transferred in favor of third parties. As a consequence, the investment properties are overvalued by said amount”;

58. That, on the other hand, BLANCO SAF, by material event of 14 June 2024, published documents containing its responses to Official Letter No. 2540-2024-SMV/10.2, referring to the observations identified by the SMV, in said documents they state that the referred assets would not correspond to the FUNDS, without further support for such statement;

59. That, therefore, since in the financial statements of the FUNDS, the aforementioned properties have been declared as assets of the FUNDS, BLANCO SAF would have improperly disposed of these properties, transferring them or granting them as collateral, at least in the percentage that would correspond to it;

60. That, in accordance with article 32 of the LFI, the assets and rights that make up the assets of the funds may not be subject to liens, precautionary measures or prohibitions of any nature, unless they are guarantees granted that arise from the funds' own operations;

GENERAL ASSEMBLY OF PARTICIPANTS PENDING MEETING

61. That, since the administrative intervention of BLANCO SAF began, the Assembly of Participants of the FUNDS has not met;

62. That, in this regard, according to the material event of 17 and 18 June 2024, BLANCO SAF reported that the Surveillance Committees of the FUNDS agreed to convene an Extraordinary Assembly of Participants in compliance with the provisions of the first paragraph of article 40 of the REGULATIONS, which establishes that the Surveillance Committee must convene a General Assembly to agree on the transfer of the fund or its liquidation when, in its judgment, it is necessary to protect the interests of the fund;

63. That, by means of a material event of 01 July 2024, BLANCO SAF disclosed the call for “In-Person and Non-In-Person Extraordinary General Assembly of Participants”, made by the Surveillance Committee of FUND BP7 for 09 and 17 July 2024, on first and second call, respectively. However, according to the material event of 11 July 2024, the first call on 09 July did not have the required quorum to hold the session, so it was declared void. As of the date of this resolution, the assembly remains to be held on second call;

64. That, regarding FUND BP6, by means of a material event of 02 July 2024, BLANCO SAF disclosed that on 01 July 2024, in a session of the Surveillance Committee of FUND BP7, it was agreed to annul the second call of the Extraordinary Assembly of Participants scheduled for 04 July 2024;

65. That, by means of a material event of 02 July 2024, BLANCO SAF disclosed the call for “In-Person and Non-In-Person Extraordinary General Assembly of Participants”, made by the Surveillance Committee of FUND BP6 for 10 and 19 July 2024, on first and second call, respectively. However, according to the material event of 11 July 2024, the first call on 10 July did not have the required quorum to hold the session, so it was declared void. As of the date of this resolution, the assembly remains to be held on second call;

MEASURES REQUESTED FROM THE CONTROLLING SHAREHOLDER OF BLANCO SAF

66. That, by means of Office No. 2010-2024-SMV/10.2 of 09 May 2024, Ms. María Luisa Aguirre Salazar (hereinafter, MS. AGUIRRE), in her capacity as majority shareholder of BLANCO SAF, was requested to indicate the measures she has taken or will take to strengthen the financial capacity of the management company in order to meet its obligations, which at a minimum guarantee its continuity as an entity supervised by the SMV;

67. That, in this regard, MS. AGUIRRE indicated that she would carry out the following measures: (i) Manage, through different entities of the internal and external financial system, the granting of medium-term loans in favor of the management company, using my personal guarantees as collateral, (ii) manage, through different companies of the Peruvian financial system, personal loans to have the necessary liquidity that allows me to contribute capital to the management company, (iii) evaluate the possibility of incorporating new shareholders, who, upon obtaining the SMV's authorization to acquire shares of the management company, make a capital contribution that allows us to ensure the necessary operational continuity, (iv) boost the growth of the other private funds we manage through new investors that allow us to increase our operating income and, (v) negotiate with suppliers debt recognition agreements to reduce the payment pressure of amounts that are overdue or about to become due;

68. That, as of the date of this resolution, Office No. 3002-2024-SMV/10.2 of 12 July 2024, in which she was requested to report on the updating and accreditation of the implementation of the measures she indicated, considering, for example, that the transfer of shares of BLANCO SAF to the company Axxion Capital Partners S.A.C. would not be feasible; as well as what measures she will adopt so that BLANCO SAF can: meet its current operating costs, replace outgoing personnel of the management company, as well as meet the requirements of the Intervention Commission;

MONETARY LENDERS AND NON-MONETARY LENDERS

69. That, according to the BLANCO SAF report entitled “BLANCO SAF PROPOSAL FOR THE ADMINISTRATION OF INVESTMENT FUNDS – JUNE 2024” (hereinafter the “PROPOSAL”), attached in the fact of importance of 17 June 2024, in the debt structure of FUND BP6, Monetary and Non-Monetary Loans are identified for S/. 1.722 MM and S/. 1.065 MM, respectively; as of 31 March 2024, the overdue capital is S/. 0.230 MM and S/. 0.324 MM, respectively;

70. That, on the other hand, according to the Preliminary Report of the FUND BP6 Oversight Committee, BLANCO SAF reported to the FUND BP6 Oversight Committee (as of March 2024) that there are 11 participants who became monetary lenders in the amount of S/.1.7 MM, 9 participants with a non-monetary loan in the amount of S/.1.07 MM and 13 participants with bonds in the amount of S/. 660 thousand;

71. That, likewise, the PROPOSAL mentions that the capital structure of FUND BP7 includes Monetary and Non-Monetary Loans for US$ 3.831 MM and US$ 17.813 MM, respectively, as of 31 March 2024, the overdue capital is US$ 0.810 MM and US$ 0.494 MM, respectively;

72. That, furthermore, through the Preliminary Report of the FUND BP7 Oversight Committee of June 2024, it is mentioned that in December 2022 a transfer of participants from the private funds BL1, BP1, EQ1 and BL4 to non-monetary lenders of FUND BP7 would have been carried out, thereby incorporating assets into FUND BP7, which for the most part would be in a critical financial situation of non-payment and in many cases without guarantees or guarantees that did not cover the debt;

73. That, likewise, said report indicates that BLANCO SAF proposed a quota issuance at a participants' assembly on 3 October 2022, with non-monetary contributions of up to $10 million; however, this was not approved by the assembly and despite this, BLANCO SAF carried out the operation, but instead of transferring participants, it entered into loan agreements. It is also added that accumulated interest has increased mainly due to the portfolio transfers received, according to the following detail:

Funds	Capital	Interest	Total
BL1	435,596.73	769,160.39	1,204,757.12
BL4	7,081,673.30	4,935,204.68	12,016,877.98
BP1	400,403.08	1,295,162.27	1,695,565.35
EQ1	2,523,855.46	1,847,096.89	4,370,952.35
FACTOR 90	352,068.80	143,422.64	495,491.44
PRIVATE	828,275.13	68,959.01	897,234.14
Cash	2,588,368.83	2,965,325.25	5,553,694.08
TOTAL	14,210,241.33	12,024,331.14	26,234,572.47

74. That, additionally, from the information submitted to the SMV, regarding participants who became lenders of the FUNDS, in the period from December 2022 to 21 June 2024, it is observed that there are 29 participants of FUND BP6 who would have become lenders of that same fund, in the amount of S/ 5,696,529.00; and 157 participants of public and private funds (BL1, BL4, BP1, EQ1 and FUND BP7) would have become lenders of FUND BP7 in the amount of US$ 18,146,673.00;

75. That, from the foregoing, it follows that BLANCO SAF would have allowed the conversion of participants into lenders, both within the same fund and between different funds; and in the case of FUND BP7, even incorporated assets originating from other private funds managed by the management company;

76. That, notwithstanding the foregoing, as of the date of this resolution, the delivery of information requested by the Intervention Commission from BLANCO SAF remains pending, regarding the assets transferred from other funds to the FUNDS, related to the non-monetary loans, which would allow verification of the figures declared by BLANCO SAF in its PROPOSAL and in the information submitted to the Oversight Committee of the FUNDS;

77. That, in accordance with the provisions of Article 38, subparagraph a) of the Investment Funds Law; Article 351, subparagraph a), of the Single Ordered Text of the Securities Market Law and Article 32, item 18, of the Organization and Functions Regulations of the SMV, approved by Supreme Decree N°216-2011-EF.

RESOLVES:

Article 1º.- To extend the administrative intervention of Blanco Sociedad Administradora de Fondos S.A.C. in the management supervision modality provided for in Article 351, subparagraph a), of the Single Ordered Text of the Securities Market Law and Article 38, subparagraph a) of the Investment Funds Law and their Administrating Companies, for a period of 90 calendar days counted from 16 July 2024.

Article 2º.- To order that the powers, obligations and other provisions contained in Articles 2° to 8° of Adjunct Superintendent Resolution SMV N° 017-2024-SMV/10 and in Articles 1° to 3° of the General Directorate of Supervision of Entities Resolution Nº 079-2024- SMV/10.2, remain in full force and effect during the term of the aforementioned administrative intervention.

Article 3º.- The present resolution shall enter into force upon the expiration of the term established in Article 1 of Adjunct Superintendent Resolution SMV Nº 017-2024-SMV/10.

Article 4º.- To transcribe the present resolution to Blanco Sociedad Administradora de Fondos S.A.C. and to Cavali S.A. ICLV.

Article 5º.- To order the communication of the present resolution to the National Superintendency of Public Records for its due registration in Registry Entry N° 12565917 of the Registry of Legal Entities of Lima, corresponding to Blanco SAF; in the registry entries of the property owned by Blanco SAF: Entry N° 14381278 of the Real Property Registry of Lima, as well as in the registry entry of the movable property owned by Blanco SAF: Entry Nº 52941556 (Plate N° 22158B) of the Movable Property Registry of Lima and, in any other entry of movable or immovable property over which said administrating company holds ownership, usufruct or other rights registered in the Public Records.

Signed by: GUTIERREZ OCHOA Omar Darl Reason:

Omar Gutiérrez Ochoa
Adjunct Superintendent
Adjunct Superintendentcy of Prudential Supervision

Deputy Superintendency Resolution No. 040-2024-SMV/10