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

“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. 052-2024-SMV/10

Lima, 11 October 2024

REVIEWED:

Administrative File No. 2024016790 and Report No. 1338-2024-SMV/10.2 of 11 October 2024, issued by the General Directorate of Supervision of Entities.

CONSIDERING:

1. That, by Deputy Superintendency Resolution SMV No. 017-2024-SMV/10 of 17 April 2024 (hereinafter, the RESOLUTION), the administrative intervention of Blanco Sociedad Administradora de Fondos S.A.C. (hereinafter, BLANCO SAF) was ordered in the modality of supervision of management provided for in Article 351, paragraph 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, paragraph 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 conduct of BLANCO SAF that could cause harm to the participants of the Public Offering Investment Fund BP6 Soles (hereinafter, FUND BP6) and the Public Offering Investment Fund BP7 Dollars (hereinafter, FUND BP7, and together, FUNDS);

3. That, by General Directorate of Supervision of Entities Resolution No. 079-2024-SMV/10.2 of 12 June 2024, the powers of the members of the Intervention Commission were expanded to present their findings on the FUNDS at participants' meetings, sessions of the Investment Committees and Supervisory Committees of said funds; and at the General Shareholders' Meetings and Board meetings of BLANCO SAF;

4. That, by Deputy Superintendency of Prudential Supervision Resolution No. 040-2024-SMV/10 (hereinafter, EXTENSION RESOLUTION) of 15 July 2024, the term of the administrative intervention of BLANCO SAF was extended for a period of ninety (90) calendar days, counted from 16 July 2024;

5. That, on 17 and 19 July 2024, the Participants' Meetings of the FI BP7 DOLLARS and FI BP6 SOLES were held, respectively, in person and in a second call. At said meetings, the attending participants agreed to maintain the administration of BLANCO SAF, incorporating the terms presented in its report on the alternative for the future management of the FUNDS set forth by BLANCO SAF at said meetings;

6. That, regarding the terms contained in the document presented by BLANCO SAF, among others, the following are indicated: strengthening the governance bodies of BLANCO SAF through: 1) the reconstitution of the board of directors of BLANCO SAF and 2) the trust of the political rights of the shares of BLANCO SAF. In the event that a new shareholder does not join Blanco SAF, the board of directors will be composed of 4 directors: proposed by the FI BP6 SOLES, by the FI BP7 DOLLARS, by the private funds and by the shareholder; and in the case of the trust, the trustee will be proposed by the board of directors of BLANCO SAF for a minimum term of 24 months to avoid modifying the board of directors

7. That, by means of a material event of 05 August 2024 BLANCO SAF1 communicated that the Universal Shareholders' Meeting of BLANCO SAF held on 09 July 2024 and ratified on 05 August 2024, unanimously agreed to accept the resignation from the position of director of María Luisa Aguirre Salazar (hereinafter, MRS. AGUIRRE), stating that the same will become effective on 05 August 2024 and to appoint as independent directors: Martín Alonso Echevarría Pérez, Bernardo Rodríguez Chlimper, José Miguel Chumpitasi More and Javier Manuel Rodríguez Larraín Salinas. Therefore, the Board of Directors would be composed of these and Jorge Eduardo Espada Salazar;

8. That, by means of a material event of 12 August 2024 BLANCO SAF2 communicated that in the non-in-person session of 12 August 2024 the board of directors of BLANCO SAF agreed, among others, to appoint Mr. José Eduardo Castillo Carazas as general manager;

9. That, by Superintendent Resolution No. 117-2024-SMV/02 of 20 September 2024, the operating authorization granted to BLANCO SAF was suspended for thirty (30) business days (hereinafter, SUSPENSION RESOLUTION);

10. That, this was because BLANCO SAF does not have suitable human resources that allow the normal development of its activities, which is an operating requirement according to Article 31, paragraph a) of the Mutual Funds Regulation and Article 18, paragraph i) of the Investment Funds Regulation. Likewise, BLANCO SAF failed to remedy the deficit in net equity as of 31 March 2024, observed by means of Official Letter No. 3246-2024-SMV/10.2 of 25 July 2024, in accordance with Article 126 of the Mutual Funds Regulation and Article 130 of the Investment Funds Regulation. Said deficit amounted to - S/ 2,585,430, which persists and has increased as of 30 June 2024 to - S/ 11,314,951;

11. That, in accordance with the provisions of paragraph a) of Article 38 of the LFI, the SMV ex officio or at the request of the General Assembly or the Supervisory Committee, may appoint one or more intervenors for management companies, among others, when one or more investment funds subject to a public

[1] File No. 2024033871

[2] File No. 2024034759

offering3 under its administration, face a situation that, in the opinion of the SMV, may cause harm to its participants. Likewise, according to said rule, the interveners must adopt the necessary measures to obtain the recovery of the public offering investment funds and, where applicable, their reorganization and transfer to another management company. It is the responsibility of the SMV to authorize said transfer in accordance with the general rules it issues;

12. That, additionally, the Thirteenth Supplementary and Final Provision of the Single Consolidated Text of the Securities Market Law, approved by Supreme Decree N° 020-2023-EF and its amendments (hereinafter, TUO LMV), states that legal entities regulated by special laws are subject to the provisions contained in this law, insofar as they participate in the securities market;

13. That, in this sense, article 351 of the TUO LMV establishes that the intervention shall not exceed one (1) year, extendable for an additional six (6) months, and may adopt the modality of management supervision, in which case the members of the administrative or management bodies remain in their posts. Likewise, it indicates that the officials designated by the SMV as interveners have all the necessary powers to carry out the functions inherent to their designation, without prejudice to those others determined by the SMV;

14. That, article 12 of the LFI establishes that the SMV is the institution in charge of supervising investment fund management companies, insofar as their purpose is to manage investment funds whose participation certificates are publicly offered, so that, given that BLANCO SAF is 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;

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

16. That, in the opinion of the General Directorate of Supervision of Entities, the irregular situations in the conduct of BLANCO SAF, which motivated the RESOLUTION and the EXTENSION RESOLUTION, remain, and there are also measures ordered for the recovery of the FUNDS that are pending rectification by BLANCO SAF. Below are some updates on the identified situations:

LATE SUBMISSION OF THE AUDITED FINANCIAL INFORMATION OF THE FUNDS

17. As set forth in the EXTENSION RESOLUTION, as of 15 July 2024, BLANCO SAF had not complied with sending to the Public Registry of the Securities Market (hereinafter, REGISTRY) the audited annual financial statements of the FUNDS for the 2023 financial year, in accordance with the provisions of article 85, letter a) of the Investment Fund Regulations and its

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

Management Companies, approved by SMV Resolution No. 029-2014-SMV/01 and its amending norms (hereinafter, REGULATION) and 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;

18. That, subsequently, in various coordinations via email, between officials of BLANCO SAF and the AUDIT COMPANY, the latter made observations regarding the lack of delivery of information; likewise, on August 30, 2024, the AUDIT COMPANY informed the Intervention Commission of the SMV that there was still incomplete information on the part of BLANCO SAF, and that they had not received a response to the observations they had communicated regarding the credit loss policy, foreclosed assets, and income;

19. That, via email on September 12, 2024, the AUDIT COMPANY informed the Intervention Commission of the SMV that they had restarted the audit of the FUNDS, still with certain information pending, and on September 25, 2024, it sent to BLANCO SAF the draft reports of FI BP6 SOLES and FI BP7 DÓLARES for the respective reviews;

20. That, considering that as of October 4, 2024, the audited financial statements of the FUNDS for the 2023 fiscal year had not been issued, through Official Letter No. 4467-2024-SMV/10.2, the AUDIT COMPANY was informed of the observations and correction requirements regarding the Expected Credit Loss - ECL of the investment portfolio of the FUNDS formulated through Official Letter No. 4311-2024-SMV/10 of September 25, 2024;

21. That, however, as of the date of this resolution, BLANCO SAF has not complied with submitting the audited annual financial statements of the FUNDS for the 2023 period;

UNDERVALUATION OF THE PROVISION FOR EXPECTED CREDIT LOSS

22. That, in addition to the analysis on the calculation of the ECL of the FUNDS presented in the EXTENSION RESOLUTION, on July 16, 2024, BLANCO SAF submitted modifications to the ECL percentages of the FUNDS, so the new calculations of the ECL of FI BP6 SOLES and FI BP7 DÓLARES as of December 31, 2023, represent a provision of 39.08% (S/ 28,818,296) and 38.59% (US$ 20,448,191) of the value of the investment portfolio, respectively;

23. That, likewise, on 02 August 2024, BLANCO SAF published the interim financial statements of the FUNDS as of 30 June 2024; in these reports it is revealed that the PCE addition for fiscal year 2023 amounts to S/34,253,474 in FI BP6 SOLES and US$ 24,124,423 in FI BP7 DÓLARES; however, the interim financial statements of the FUNDS as of earlier dates have not been corrected, such that the corresponding PCE is also reflected in said reports, since the significant increase in credit risk reasonably occurred;

24. That, in order to evaluate the consistency of the percentages of the methodology for calculating the PCE submitted to the SMV on 16 July 2024, by means of Oficio N° 3395-2024-SMV/10.2 of 07 August 2024, BLANCO SAF was requested to provide explanations on said methodology, the detailed calculation of the PCE supporting the amount indicated as of 31 December 2023, and the operational detail of the write-offs of the investment portfolio of the FUNDS as of 31 December 2023 and 30 June 2024;

25. That, BLANCO SAF has submitted information on 20 August 2024, in which it is shown that the impairment of the portfolio (PCE) of the FUNDS as of 31 December 2023 amounts to S/ 34,193,937, which represents 49.92% of the value of the investment portfolio of FI BP6 SOLES, and US$ 24,004,765, which represents 48.54% of the value of the investment portfolio of FI BP7 DÓLARES. However, as of the date of this resolution, the amendment of the financial statements of the FUNDS for periods prior to 30 June 2024 is still pending;

26. That, in this regard, based on the evaluation carried out by the SMV on the methodology and calculation of PCE of the FUNDS, observations were identified and communicated to BLANCO SAF by means of Oficio N°4311-2024-SMV/10.2 of 26 September 2024 (hereinafter, OFICIO 4311-2024), so that it makes the pertinent corrections and adjustments

27. That, among the main observations identified are:

(i) The PCE amounts calculated by BLANCO SAF, according to its communication of 20 August 2024, differ from those disclosed in the interim financial statements of the FUNDS as of 31 December 20234, whose disclosed PCE amounts to S/ 5,375,641 in FI BP6 SOLES and US$ 3,556,574 in FI BP7 DÓLARES.

(ii) BLANCO SAF was aware that at the close of fiscal year 2021, the investment portfolio of the FUNDS showed impairment in its value, as can be seen from the presentations it made at the Assemblies of Participants of FI BP6 SOLES and FI BP7 DÓLARES on 29 April 2022; furthermore, the Debtor Credit Reports5 of the FUNDS, from March 2022 onward, reflected that the PCE of the FUNDS was higher than that reported in the interim financial statements of the FUNDS corresponding to fiscal years 2022 and 2023; despite this, BLANCO SAF omitted to disclose the impairment of the investment portfolio of the FUNDS in a timely manner. Therefore, said omission would qualify as errors of prior periods, in accordance with the provisions of paragraph 5 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.

(iii) The rates used for the calculation of the PCE of the FUNDS would not be reasonable nor consistent with the model of Specific Provisions Requirements established in the Regulation for the Evaluation and Classification of the Debtor and the requirement of provisions6 of the Superintendency of Banking, Insurance and Pension Fund Administrators – SBS, which BLANCO SAF claims to have used as a reference, recognizing the similarity of the business model of the

[4] Submitted to the SMV 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”.

[6] SBS Resolution N°11356-2008.

FUNDS; nor would it be applying them in accordance with the provisions of paragraphs 5.5.4. and 5.5.11. of IFRS 9 Financial Instruments.

(iv) Inconsistencies in the valuation of the guarantees of some obligors.

(v) There are obligors with high credit risk for which the calculated PCE is undervalued.

28. That, considering the observations related to the inconsistencies in the valuation of guarantees and the undervalued PCE of some7 obligors with high credit risk, the PCE provision of the observed obligors would be higher than that calculated by BLANCO SAF, by S/8,708,608 and US$ 8,144,459 for FI BP6 SOLES and FI BP7 DÓLARES, respectively. This is without prejudice to the fact that the PCE may increase upon application of the adjustments to the observed provision rates;

29. That, it should be noted that BLANCO SAF has requested an extension to respond to the requirements formulated through OFICIO 4311-2024, so the extension granted expires on 14 October 2024;

30. That, the foregoing would have caused BLANCO SAF to present in the financial statements of the FUNDS information showing an overvalued net equity, on the basis of which the administration commission of the FUNDS, the unit value of the redemptions of the participation units of the FUNDS (through the exercise of the right of separation, repurchase and capital reduction) and the payment of benefits to some participants would have been calculated. This would imply a detriment to the participants of the FUNDS, as well as inequitable treatment of them;

PURCHASE OF INVESTMENT PORTFOLIO OF PRIVATE FUNDS AND COLLECTIONS IN EXCESS OF ADMINISTRATION COMMISSION OF FI BP6 SOLES

31. That, regarding the purchase of investment portfolios of the private funds, through point 4 of section III of Oficio No. 3246-2024-SMV/10.2 of 25 July 2024 (hereinafter, OFICIO 3246), it was observed to BLANCO SAF that the FI BP6 SOLES from 01 February 2022 to 01 April 2024, 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 a monetary consideration. Likewise, from 31 March 2022 to 01 April 2024, the FI BP7 DÓLARES would have acquired accounts receivable from the private funds managed by BLANCO SAF for an amount of US$ 4,386,888.52, in exchange for a monetary consideration;

32. That, in that sense, BLANCO SAF, on behalf of the FUNDS, would have acquired assets (accounts receivable) that belonged to the private funds managed by itself, without having the authorization of the general assembly of participants of said funds, violating the provisions, among others, of article 78, literal c) REGLAMENTO. Therefore, it was granted a period of five (05) business days to acquire the aforementioned accounts receivable from the

[7] The evaluation was carried out under a risk-based approach, criticality of the obligor and materiality criterion of the debt. Regarding the obligors on which Blanco SAF made the PCE provision for 100% of the debt, considering "exhausted collection actions" with significant debt, it was verified that they have no guarantee and are in bankruptcy proceedings or with status of De Oficio or Definitiva in SUNAT.

FUNDS, for constituting non-permitted investments, in application of article 79, literal b) of the REGLAMENTO;

33. That, it should be noted that BLANCO SAF has recognized in its interim financial statements as of 30 June 2024, an account payable to the FUNDS due to the requirement made, which has had an impact on the net equity deficit as of 30 June 2024 observed in the RESOLUCIÓN DE SUSPENSIÓN.

34. That, on the other hand, in the RESOLUCIÓN, it was indicated that BLANCO SAF would have improperly charged from the FI BP6 SOLES the administration commission starting from the month of July 2023, accumulating an amount of S/ 456,040.00 at the close of December 2023. Likewise, as described in the RESOLUCIÓN DE PRÓRROGA, as of 31 March 2024, the excess payment for administration commission of the FI BP6 SOLES in favor of BLANCO SAF would amount to S/ 559,000.00.

35. Therefore, through point 3 of section III of OFICIO 3246, it was required that within a period of five (05) business days counted from the business day following the notification of said oficio, BLANCO SAF must return to the FI BP6 SOLES at least the excess payment of S/ 559,000, which would have been generated as of 31 March 2024, and must send to the SMV the proof of transfer of funds in favor of the FI BP6 SOLES;

36. That, the period granted to remedy points 3 and 4 of section III of OFICIO 3246 was extended by five (05) business days, through Oficio No. 3425-2024-SMV/10.2 of 7 August. However, as of the date of this resolution, BLANCO SAF did not comply with sending to the SMV the documentation that accredits compliance with the aforementioned requirement, which was reiterated through Oficio No. 4525-2024-SMV/10.2 of 10 October 2024;

NON-PERMITTED INVESTMENT IN INVESTMENT PROPERTIES RECOGNIZED IN THE FINANCIAL STATEMENTS OF THE FUNDS

37. That, according to the notes corresponding to the item "Investment Properties" of the audited financial statements as of 31 December 2022, the interim financial statements as of 31 December 2023 and as of 31 March 2024, the FUNDS record real estate received in payment or adjudicated, which are produced at the time of judicial or extrajudicial adjudication, which are valued at S/ 1,342,126 for the FI BP6 SOLES and US$ 3,451,533 for the FI BP7 DÓLARES. According to the operational detail of the referred item, the value is composed of the cost and the revaluation of the real estate, as detailed below:

Table No. 01

Type	Registry address	Obligor8	FI BP6 Soles (In S/)			FI BP7 Dólares (In US$)
			Cost	Revaluation	Total	Cost	Revaluation	Total
Land	Partida No. P11113901 (hereinafter, Bien No. 01).	Drack Cycles Import EIRL	650,105	113,531	763,636	217,717	39,189	256,906
Land	Partida No. 13495062 (hereinafter, Bien No. 02).	Constructora e Inmobiliaria Rato S.A.C.	398,468	180,022	578,490	1,058,911	493,100	1,552,011

[8] Mortgagors who granted in guarantee the real estate that were transferred to BLANCO SAF.

Type	Registry address	Obligor8	FI BP6 Soles (In S/)			FI BP7 Dólares (In US$)
			Cost	Revaluation	Total	Cost	Revaluation	Total
Land	Partida No. P01152075 (hereinafter, Bien No. 03).	Constructora e Inmobiliaria Rato S.A.C.			-	56,035	113,802	169,837
Buildings	Entry No. 13576585 (hereinafter, Asset No. 04).	Construcciones la Molina S.A.C.			-	1,442,498	30,281	1,472,779
Total			1,048,573	293,553	1,342,126	2,775,161	676,372	3,451,533

38. That, in this regard, from the review of the entries in the Journal Book of the FUNDS, the aforementioned real estate properties would have been initially recognized in accounting in the months of July and December 2022;

39. That, in the case of FI BP6 SOLES, the initial accounting record of the real estate properties, Asset No. 01 and Asset No. 02, would have occurred on 31 July 2022, for the total amount of S/ 1,048,573 (S/ 650,105.37 and S/ 398,468.00, respectively), in consideration of accounts receivable corresponding to the payment obligors “Drack Cycles Import EIRL” and “Constructora e Inmobiliaria Rato S.A.C.”. Additionally, in the Journal Book of FI BP6 SOLES, corresponding to the month of December 2022, the revaluation entries of the aforementioned properties are observed;

40. That, in turn, in the case of FI BP7 DÓLARES, the initial accounting record of the real estate properties ASSET No. 01 and ASSET No. 02, would have occurred on 31 July 2022, for the total amount of US$ 1,061,700 (US$ 2,789 and US$ 1,058,911, respectively), in consideration of accounts receivable corresponding to the payment obligors “Drack Cycles Import EIRL” and “Constructora e Inmobiliaria Rato S.A.C.”;

41. That, additionally, according to the entries in the Journal Book of FI BP7 DÓLARES, an increase in the balance of the “Investment Properties” item would have been made in December 2022, for a total amount of US$ 1,713,461. This increase would have been incorporated as part of the “fund consolidation” operations through which an investment portfolio and real estate properties belonging to 3 private funds (BL1, BL4 and EQ1) were transferred, in consideration of the recognition of liabilities for the execution of non-monetary mutual agreements in favor of former participants of the aforementioned private funds. Likewise, in the Journal Book, corresponding to the month of December 2022, the revaluation entry of the 4 properties is observed;

42. That, in addition to the accounting records, BLANCO SAF has indicated that the (legal) adjudication date of the properties would have taken place in 2018 and 2020. In this regard, from the review of the registry entries, it was verified that the transfer in favor of BLANCO SAF was registered on the following dates: i) ASSET No. 1, on 19 March 2018 by judicial adjudication; i) ASSET No. 2 and ASSET No. 3, on 29 October 2020 by adjudication for trust execution and iii) ASSET No. 4, on 16 March 2018 by dation in payment;

43. That, in accordance with this, according to the information presented by BLANCO SAF, regarding the proportion of the properties that were transferred to FI BP7 DÓLARES, in December 2022, part of ASSET No. 1 and ASSET No. 3 were initially adjudicated to BL1 and BL4, and ASSET No. 4 to EQ1, BL1 and BL4. Likewise, although BLANCO SAF indicated that part of ASSET No. 1 and ASSET No. 2 would have been originally adjudicated to the FUNDS, it would be referring to the accounting record; given that the adjudication would have occurred earlier; therefore, these properties would have belonged to the funds that made the initial financing disbursement, which according to what was reported by BLANCO SAF were the funds BL4, EQ1, BL2, BL1, INV1 and BP2;

44. That, therefore, the aforementioned properties would have belonged to the private investment funds EQ1, BL4, INV1, BL1, BL2 and BP2, and after the acquisition of ownership of the properties, in July and December 2022, BLANCO SAF on behalf of the funds would have transferred these properties or a proportion of them in favor of the FUNDS, as recorded in their accounting records and in the financial statements of the FUNDS, in consideration of accounts receivable that payment obligors maintained against the FUNDS and of the recognition of liabilities for the execution of non-monetary mutual agreements in favor of former participants of private funds;

45. That, however, in the Book of Minutes of Participants' Meetings and in the Book of Minutes of the Investment Committee meetings of the FUNDS for 2022, it is noted that the agenda items do not include as a matter to be discussed the acquisition of properties from the private funds managed by BLANCO SAF. Likewise, in the Participation Regulations of the FUNDS, it is noted that the investment policy does not include investments in real estate; therefore, it would be a non-permitted investment;

46. That, consequently, BLANCO SAF, on behalf of the FUNDS, would have invested in assets (real estate) of private offering funds, without having the authorization of the general meeting of participants of said funds and even more so without being permitted as an investment instrument within its investment policy, violating the provisions of article 78, literal c) of the REGULATION; as well as the provisions of article 10 of the LFI;

47. That, therefore, these are non-permitted investments that would have occurred for causes attributable to the management company, so to carry out the correction, BLANCO SAF should have followed the procedure established in article 79, literal b) of the REGULATION. 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;

48. That, in addition to this, BLANCO SAF was obliged to report in the Investment Statements 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, in the Investment Statements of the FUNDS corresponding to the first and second half of 2022, it has been stated that the funds have been complying with the investment policy established in the participation regulations. In that sense, BLANCO SAF would have violated the provisions of article 89, literal d) of the REGULATION;

49. That, it should be noted that although the properties had been recognized in the financial statements of the FUNDS from the third quarter of 2022 to the first quarter of 2024; from the review carried out on the basis of the SUNARP registry entries of said assets, it is observed that for said assets, by Public Deed of 30 June 2022, a trust agreement in guarantee and dation in payment was entered into and subsequently, by Public Deed of 19 July 2023, the dation in payment contracts were entered into, by means of which, among others, the properties ASSET No. 02 and ASSET No. 04 were transferred in favor of the trustees;

50. That, in that sense BLANCO SAF would have accounted for properties in favor of the FUNDS; even though previously, according to the minutes of the Board of Directors meeting of 28 April 2022, it would have been agreed to establish a trust in guarantee where assets would be transferred so that the investments of a family of participants, who held investments in funds BP1, BP4, BL1 and BL4, are backed;

51. That, for its part, in the interim financial statements of the FUNDS as of 30 June 2024, no balance is recorded under the heading “Investment Properties” and in note 7 Sundry accounts receivable the following is included: “account receivable from Blanco SAF generated by the reversal of the awarded assets recorded in the Fund whose ownership belongs to third parties” for an amount of S/ 1,048,573 and US$ 2,775,161 in favor of funds FI BP6 SOLES and FI BP7 DOLLARS, respectively;

52. That, this is related to the “Accounts receivable from Private Investment Fund”, referred to in its “Note 8 Sundry accounts receivable” of the financial statements of the management company as of 30 June 2024; however, this record does not meet the attributes to be recognized as an asset of BLANCO SAF, and also does not explain the expected credit loss estimate that would correspond to said account receivable, considering that part of the private funds to which the investment properties (INV I, BL1, BL4, EQ1) would have been initially awarded, to date, are liquidated;

53. That, in view of the foregoing, by means of Official Letter No. 4427-2024-SMV/10.2 of 02 October 2024 (hereinafter, OFFICIAL LETTER 4427), BLANCO SAF was observed the non-permitted investment in properties, for which it was required to immediately return the amount of S/ 14,585,658, which had been recognized under the heading “Investment Properties” of the financial statements of the FUNDS until 31 March 2024;

NON-PERMITTED INVESTMENT IN THE PURCHASE OF SHARES OF C&H FISH S.A.C.

54. That, in accordance with the “Private Contract for the Purchase and Sale of Shares by Dation in Payment”9 signed on 05 December 2022 by the representatives of C&H Fish S.A.C. (as debtor), and the estates FI Private I Dollars, FI BP4 Dollars, FI BP7 Dollars and FI BP6 Soles (as creditors / purchasers)10, with the intervention of Apulso S.A.C. (as seller), the referred funds managed by BLANCO SAF acquire

[9] Private contract not legalized.

[10] Represented by Mr. José Eduardo Castillo Carazas and Mr. Luis Málaga Aguilar, General Manager and Legal Manager of Blanco SAF, respectively.

proportionally the entirety (26,721,000) of the shares of C&H Fish S.A.C. that were in the ownership of Apulso S.A.C. (entity that would be related to BLANCO SAF), in exchange for the debt that C&H Fish S.A.C. maintained with said funds, amounting to S/ 37,110,629;

55. That, this was recorded in Entry No. 06 of the Share Registration Book of C&H Fish S.A.C., stating that FI Private I Dollars, FI BP4 Dollars, FI BP7 Dollars and FI BP6 Soles, had a participation in the share capital of C&H Fish S.A.C. of 0.23%, 19.43%, 69.75% and 10.59%, respectively;

56. That, it should be noted that according to the financial statements of C&H Fish S.A.C. as of 31 December 2022 and 2023, there is an apparent duplication of record, by considering the FUNDS as its creditors and shareholders; despite having signed the contract by which the FUNDS became its shareholders;

57. That, for its part, in the financial statements of the FUNDS as of 30 June 2024, the debt of C&H Fish S.A.C. continues to be recorded as part of the heading “Trade Accounts Receivable (net)”, and not as investments in shares of C & H Fish S.A.C. When BLANCO SAF was asked what this inconsistency was due to, it responded:

“The Funds have not accounted for the shares of C&H FISH because the movable guarantee has not been enforced, which must be valued at market value so that it is applied to the respective debt. The transfer of shares was carried out to ensure the ownership of the Funds of the company C&H FISH.

A valuation of the shares will be carried out to make the respective records”.

58. That, notwithstanding what was indicated by BLANCO SAF, considering that on 05 December 2022 the transfer of shares of Apulso S.A.C. to the funds took place, through the “Contrato Privado de Compra Venta de Acciones por Dación en Pago”, the enforcement of the movable guarantee that guaranteed the debt of C&H Fish S.A.C. to the funds would have no purpose;

59. That, with respect to C&H Fish S.A.C., according to Entry No. 14390192 of the Public Registry of Legal Entities, it was incorporated on 22 October 2019, by two partners who were personnel of BLANCO SAF;

60. That, subsequently, according to the Share Registry Book of C&H Fish S.A.C., on 12 December 2019, Mr. Diego Ortiz de Zevallos Aguirre, minority shareholder of BLANCO SAF and son of the majority shareholder of BLANCO SAF, acquired 99.9% of the shares of C&H Fish S.A.C. Likewise, on 29 September 2020 (recorded in the Share Registry Book on 04 October 2022) a capital increase of S/ 26,720,000.00 was agreed by contribution of a development bond with a value of 10 intis. Therefore, Mr. Diego Ortiz de Zevallos Aguirre held a total of 26,720,999 shares of C&H Fish S.A.C., which were transferred to Apulso S.A.C. on 15 August 2022;

61. That, likewise, from Entries B00001, B00002, C00001 of Entry No. 14390192, it is noted that the General Shareholders' Meeting of C&H Fish S.A.C. agreed to appoint as attorneys-in-fact of the entity persons who performed various functions at BLANCO SAF, such as Legal Manager, Operations Manager, Administration Manager, member of the Investment Committee of the FUNDS;

62. That, additionally, according to the Minutes Book of the Investment Committee of the FUNDS, on 26 February 2021, the Investment Committee of the FUNDS, with the attendance of the General Manager of BLANCO SAF, approved the financing to C&H Fish S.A.C. for a total of US$ 857,535;

63. That, according to the RUC query on the SUNAT portal, C&H Fish S.A.C. lists as tax domicile CAMINO REAL NRO. 348 INT. 801 LIMA-LIMA-SAN ISIDRO until 31 October 2019 and AV. CAMINO REAL NRO. 348 INT. 805 LIMA-LIMA-SAN ISIDRO until 21 July 2022. The first would correspond to the address of BLANCO SAF;

64. That, therefore, according to the provisions of the Regulation of Indirect Ownership, Linkage, and Economic Groups, approved by SMV Resolution No. 019-2015-SMV-01 (hereinafter, GE REGULATION), LADY AGUIRRE had indirect ownership of C&H Fish S.A.C. through her son, Mr. Diego Ortiz de Zevallos Aguirre;

65. That, likewise, various cases of linkage between BLANCO SAF and C&H Fish S.A.C. have been identified, as of the date on which the transfer of shares would have been made, that is, 05 December 2022. Among these cases are numerals 5.2.4, 5.2.12 and 5.2.19 of the GE REGULATION, because it has been identified that the 4 attorneys-in-fact of C&H Fish S.A.C., who according to its registry entry had powers in force on that date, performed functions at BLANCO SAF. Furthermore, in accordance with the case of numeral 5.2.18 of the GE REGULATION, C&H Fish S.A.C. would have acted under the guidelines of BLANCO SAF;

66. That, on the other hand, regarding the express approval of the general assembly of participants of the FUNDS, for investment in shares of related parties, from the review of the Minutes Book of Assemblies of Participants of the FUNDS no sessions held in December 2022 are noted. Furthermore, in the sessions that occurred in the nearby previous months, it is noted that the agenda items of the assemblies held do not refer to said topic. Therefore, the assemblies of participants of the FUNDS have not approved the acquisition of shares made by BLANCO SAF on behalf of the FUNDS. Additionally, from the review of the Minutes Book of sessions of the Investment Committee of the FUNDS, it is observed that the last session was held on 30 September 2022, so there would have been no sessions referring to investment in shares of related parties;

67. That, with respect to the Participation Regulations of the FUNDS, it is noted that in these, only the possibility of making investments in equity securities issued by public offering by Peruvian issuers and placed in Peru has been established; therefore, investment in shares that are not subject to public offering is not permitted;

68. That, consequently, BLANCO SAF, on behalf of the FUNDS, would have acquired shares issued by a related legal entity, that is C&H Fish S.A.C., without having the authorization of the general assembly of participants of said funds, and moreover, without being permitted as an investment instrument within its investment policy, violating the provisions of article 78, literal b) of the REGULATION; as well as the provisions of article 10 of the LFI.

69. That, therefore, to carry out the correction of non-permitted investments, BLANCO SAF should have followed the procedure established in article 79, literal b) of the REGULATION. 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; therefore, the SMV could not know the dates on which the investments were expected to be corrected and whether these had effectively been corrected within the maximum established period or whether they correspond to investments that remain in the portfolio of the FUNDS; even more so when BLANCO SAF did not communicate them as material events;

70. That, in light of the foregoing, by means of Official Letter No. 4428-2024-SMV/10.2 of 02 October 2024 (hereinafter, OFFICIAL LETTER 4428), BLANCO SAF was required to immediately acquire the 2,829,755 and 18,637,897 shares acquired by FI BP6 SOLES and FI BP7 DÓLARES, respectively, for the value of S/ 3,930,017.14 and S/ 25,884,663.03, respectively, in accordance with the provisions of article 79, literal b) of the REGULATION;

71. That, as of the date of this resolution, BLANCO SAF has not complied with submitting to the SMV the documentation that accredits compliance with the requirements of OFFICIAL LETTER 4427 and OFFICIAL LETTER 4428;

72. That, likewise, it is pertinent to note that the recognition of obligations by BLANCO SAF for the observations indicated in OFFICIAL LETTER 4427 and OFFICIAL LETTER 4428 has an impact on the calculation of net equity as of 30 June 2024, so the company would present a deficit in net equity as of 30 June 2024, of - S/ 55,715,289, which was communicated through said official letters and, as of the date of this resolution, BLANCO SAF is within the remediation period, as provided in article 126 of the MUTUAL FUNDS REGULATION and article 130 of the REGULATION;

73. That, on the other hand, with respect to the SUSPENSION RESOLUTION, on 24 September 2024, BLANCO SAF submitted the public deed of capital increase and partial amendment of the bylaws dated 18 September 2024 and an appraisal report of the property. Said capital increase corresponds to S/1,985,856 for capitalization of accumulated profits from fiscal year 2023 and S/ 12,375,000 for the contribution of the property registered in Entry No. 11267494 of the Real Property Registry of Piura;

74. That, it should be noted that, in accordance with the provisions of the EXTENSION RESOLUTION, requirements were made to MS. AGUIRRE, related to the measures she has taken or will take to strengthen the economic capacity of the management company.

75. That, in this regard, by means of Official Letter No. 3512-2024- SMV/10.2, of 14 August 2024, reiterated by means of Official Letter No. 3780-2024- SMV/10.2, of 29 August 2024, MS. AGUIRRE was required to present a sworn declaration of assets, indicating whether they are subject to any type of lien or limitation on their free availability, as well as a list of her debts, in order to prove whether she has economic solvency. In response, on 04 September 2024, MS. AGUIRRE attached a sworn declaration of real property owned by her;

76. That, as of the date of this resolution, the capital increase of BLANCO SAF, as well as the economic solvency of the shareholder, is in the process of evaluation;

77. That, in accordance with the provisions of article 38, literal a) of the Investment Funds Law; article 351, literal a), of the Single Ordered Text of the Securities Market Law and article 32, numeral 18, of the Regulation of Organization and Functions of the SMV, approved by Supreme Decree No. 216-2011-EF.

RESOLVES:

Article 1.- Extend the administrative intervention of Blanco Sociedad Administradora de Fondos S.A.C. in the modality of management supervision provided in article 351, literal a), of the Single Ordered Text of the Securities Market Law and article 38, literal a) of the Investment Funds Law and their Management Companies, for a period of 90 calendar days counted from 15 October 2024.

Article 2.- Order that the powers, obligations and other provisions contained in articles 2 to 8 of the Deputy Superintendency Resolution SMV No. 017-2024-SMV/10 and in articles 1 to 3 of the General Intendancy Resolution for Supervision of Entities No. 079-2024- SMV/10.2, maintain their full force and enforceability during the validity of the referred administrative intervention.

Article 3.- This resolution shall enter into force on the day of its notification.

Article 4.- Transcribe this resolution to Blanco Sociedad Administradora de Fondos S.A.C. and to Cavali S.A. ICLV.

Article 5.- Order the communication of this resolution to the National Superintendency of Public Registries for its due registration in Registry Entry No. 12565917 of the Registry of Legal Persons of Lima, corresponding to Blanco SAF; in the registry entries of the property owned by Blanco SAF: Entry No. 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 (License Plate No. 22158B) of the Registry of Movable Property of Lima and, in any other entry of movable or immovable property over which said management company holds property rights, usufruct or others registered in the Public Registries.

Register and communicate,

Omar Gutiérrez Ochoa
Deputy Superintendent
Deputy Superintendency of Prudential Supervision