PERÚ 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 Superintendent Resolution SMV

No. 017-2024-SMV/10

Lima, 17 April 2024

WHEREAS:

Administrative file No. 2024016790 and Report No. 485-2024-SMV/10.2 of 17 April 2024, issued by the General Superintendency of Entity Supervision.

CONSIDERING:

1. That, through various means1, on 25 August 2022 BLANCO SAF disseminated the invitation to participate in the first placement of bonds to be issued by the Public Offering Investment Fund BP6 Soles (hereinafter, FUND BP6) and the Public Offering Investment Fund BP7 Dollars (hereinafter, FUND BP7, and jointly, FUNDS) through private offering, which would take place on 26 September 2022. In this regard, by Official Letter No. 4880-2022-SMV/10 of 23 September 2022, the immediate suspension of the public offering of securities carried out by Blanco Sociedad Administradora de Fondos S.A.C. (hereinafter, BLANCO SAF) was ordered;

2. That, however, by letter of 07 September 2023, three (03) investors indicated that they were holders of bonds issued under the First Corporate Bond Program of FUND BP7. Therefore, by Official Letter No. 5245-2023-SMV/10 of 17 November 2022, BLANCO SAF was requested to provide information related to the placement of bonds issued under the aforementioned program on behalf of the FUNDS;

3. That, by Official Letter No. 4252-2023-SMV/10 of 15 September 2023, requests were made to BLANCO SAF regarding the management of public offering investment funds, including the investment portfolio, list of participants, details of subscription of units or capital contributions, redemption of units (partial or total), distribution of profits, list of participants with reinvestment instruction; and, the operating procedures necessary for the management of collectability, delinquency and/or credit recovery of investments, among others. In this regard, by Official Letters No. 5246-2023-SMV/10 and No. 433-2024-SMV/10 of 17 November 2023 and 01 February 2024, respectively, BLANCO SAF was informed of the observations identified;

4. That, through material events of 22 September 2023, BLANCO SAF disclosed the call for a non-face-to-face Extraordinary General Assembly for the FUNDS in which —among others— the agenda would include the proposal for restructuring and relaunching of the FUNDS referring to an exchange offer, through which the commitments of the

[1] Instagram, Facebook, Linkedin, Mailing and Landing Page.

FUNDS, for concepts of loan schedules and benefits pending payment until 31 December 2023, in exchange for certificates of the “Fund BP8”;

5. That, in this regard, by Official Letter No. 4451-2023-SMV/10 of 28 September 2023, the immediate suspension of the exchange offers made by BLANCO SAF, addressed to the participants of the FUNDS, was ordered because the securities offered in exchange had not been previously registered in the Public Registry of the Securities Market. Furthermore, by Official Letter No. 4793-2023-SMV/10 of 20 October 2023, the dissemination of the first official letter was requested in order to guarantee transparency towards investors. The material event was disseminated on 20 October 2023;

6. That, by Official Letters No. 4767-2023-SMV/10.2, No. 5263-2023-SMV/10.2, No. 5628-2023-SMV/10.2, No. 5840-2023-SMV/10.2, No. 290-2024-SMV/10.2, No. 643-2024-SMV/10.2 and No. 1104-2024-SMV/10.2, supporting documents were requested for the granting of the separation right to the participants of FUND BP6 due to the extension of its term, agreed at the Participants' Assembly of 03 October 2022 (hereinafter, ASSEMBLY). Based on the information submitted by BLANCO SAF, it was requested to comply with the obligations determined in the Participation Regulation of FUND BP6 and in articles 73, 74 and 75 of the Regulation of Investment Funds and their Management Companies, approved by SMV Resolution No. 029-2014-SMV/01 and its amending norms (hereinafter, REGULATION);

7. That, at the request of the SMV by Official Letter No. 290-2024-SMV/10.2, through material event of 25 January 2024, BLANCO SAF reported that the financial reality of FUND BP6 prevented compliance with the provisions of article 33 of the Participation Regulation regarding the payment of the units corresponding to the exercise of the separation right must be made within three (03) months following the expiration of the term for the exercise of said right. Therefore, it signed various divestment agreements and loan contracts that represent the form by which investors may recover their investment;

8. That, likewise, with respect to FUND BP7, through material event of 25 January 2024, BLANCO SAF reported that the fund maintains payment obligations on debt instruments, which have matured and originated payment schedules with investors. It also indicated that these schedules would be serviced pro rata among the fund's creditors and are based on projections of divestment of its assets; which, if affected by new delays, could cause changes in the payment schedules;

9. That, on 09 February 2024, it was learned of the letter addressed to BLANCO SAF by a group of participants of FUND BP7 in order to request the call for an Extraordinary General Assembly of Participants with the following agenda: a) Transfer of the fund's administration and b) Amendment of the fund's Participation Regulation;

10. That, by means of Official Letters No. 680-2024-SMV/10.2, No. 681-2024-SMV/10.2, No. 682-2024-SMV/10.2 and No. 683-2024-SMV/10.2, the members of the Surveillance Committee of FONDO BP7 were required to convene the Participants' Meeting, requested by the investors in accordance with the provisions of article 40 of the REGLAMENTO;

11. That, on 05 March 2024, knowledge was taken of the letter addressed to BLANCO SAF by a group of participants of FONDO BP6 in order to request the convening of an Extraordinary General Meeting of Participants with the following agenda: a) Transfer of the administration of the Fund and b) Amendment of the Fund's Participation Regulation;

12. That, by means of Official Letter No. 1044-2024-SMV/10.2, BLANCO SAF was required to forward the aforementioned letter from the participants of FONDO BP6 to the fund's Surveillance Committee so that it could evaluate it and comply with the provisions of article 40 of the REGLAMENTO;

13. That, by means of Official Letter No. 1370-2024-SMV/10.2, BLANCO SAF was required to report on the actions taken in relation to the meeting request submitted by a group of participants of FONDO BP6, taking into account that the deadline to convene and hold said meeting had already expired;

14. That, by means of Official Letters No. 1377-2024-SMV/10.2, No. 1378-2024-SMV/10.2, No. 1381-2024-SMV/10.2, No. 1382-2024-SMV/10.2 and No. 1383-2024-SMV/10.2, the members of the Surveillance Committee of FONDO BP6 were required to address the meeting request of a group of participants, in accordance with the provisions of article 40 of the REGLAMENTO. As of the date of issuance of this report, there is no knowledge of the convening of the meeting requested by a group of participants of FONDO BP6;

15. That, through the material event of 06 March 2024, BLANCO SAF reported that the General Shareholders' Meeting held on the same day had agreed the following: a) Accept the resignations of Messrs. José Eduardo Castillo Carazas, Jorge Enrique Lazo Navarro and Jorge Alberto Balbi Calmet from the position of directors, b) Accept the resignation of Mrs. María Luisa Aguirre Salazar from the position of Chairman of the Board of Directors and c) Appoint as members of the Board of Directors Messrs. Luis Felipe Cantuarias Salaverry (chairman), María Luisa Aguirre Salazar, David Epstein Waisman, Juan Manuel Torres Alarcón and Ricardo Alberto Jiménez Morales;

16. That, through the material event of 06 March 2024, BLANCO SAF reported that the Board of Directors held on the same day had agreed, among others, the following: a) Accept the resignation of Mr. José Eduardo Castillo Carazas from the position of General Manager and appoint Mr. Ricardo Alberto Jiménez Morales to said position (who held the position of member of the Surveillance Committee of FONDO BP6 and FONDO BP7 as of that date, positions to which he resigned the following day), until 30 June 2024 and b) Appoint Mr. David Epstein Waisman to the position of Deputy General Manager with the objective of managing the operational, administrative, financial and regulatory and compliance matters of the company;

17. That, by means of material events of 07 and 14 March 2024, BLANCO SAF informed the market that the Participants' Meeting of FONDO BP7, requested by a group of participants, could not be held due to lack of quorum in the first and second call, respectively;

18. That, through material events of 21 March 2024, the market was informed that in the Participants' Meeting of FONDO BP6 held on the same day it was agreed, among others, the following: a) Take knowledge of the presentation of the new administration, b) Ratify Mr. Erick Branko Ljubicic Ugarte and appoint Messrs. Rafael Salazar Bueno, Geraldo Arosemena Hague, Mauricio Gustavo San Martín and Renato Alejandro Reyes Hernández as members of the Surveillance Committee and c) Accept the resignation of Janine Elizabeth Ward Ashworth and Julio Carlos Irribarren Rivera from the position of members of the Surveillance Committee;

19. That, likewise, it reported that in the Participants' Meeting of FONDO BP7 held on the same day it was agreed, among others, the following: a) Take knowledge of the presentation of the new administration, b) Remove Mr. Erick Branko Ljubicic Ugarte and appoint Messrs. Víctor Eduardo Gilman, José Aby Goldszmidt Biterman, Carlos Antonio Kouri Cahuas, Martín Alonso Echevarría Pérez and Irene Rosa Lau Goyoneche as members of the Surveillance Committee and c) Accept the resignation of Janine Elizabeth Ward Ashworth and Julio Carlos Irribarren Rivera from the position of members of the Surveillance Committee;

20. That, by means of material event of 01 April 2024, the Board of Directors of BLANCO SAF, among others, agreed: a) Accept the resignation of Mr. Ricardo Alberto Jiménez Morales and appoint Mr. David Epstein Waisman to the position of General Manager and b) Form an audit committee;

21. That, by means of the General Shareholders' Meeting of BLANCO SAF, held on 04 April 2024, and communicated as a material event on the same date, it was agreed to remove Messrs. Ricardo Alberto Jiménez Morales and Juan Manuel Torres Alarcón from the position of directors, whereby the Board of Directors will be composed of Messrs. Luis Felipe Cantuarias Salaverry (Chairman of the Board of Directors), María Luisa Aguirre Salazar and David Epstein Waisman;

22. That, through the material event of 09 April 2024, BLANCO SAF reported that the Universal Shareholders' Meeting of the same date agreed, among others, the following: a) Accept the resignation of Mr. Luis Felipe Cantuarias Salaverry from the position of Chairman of the Board of Directors and of Mr. David Epstein Waisman from the position of director of the company, b) Appoint as members of the Board of Directors Messrs. Jorge Eduardo Espada Salazar, Juan Francisco Aranda Arrascue and José Eduardo Castillo Carazas and c) Accept the resignation of Mr. David Epstein Waisman from the position of General Manager and appoint Mr. Alfonso Claro Arceo as Interim General Manager;

23. That, through Official Letter No. 746-2024-SMV/10.2 and No. 1367-2024-SMV/10.2, various information and documentation was requested regarding BLANCO SAF, the FONDO BP6 and the FONDO BP7;

COMPETENCE

24. 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 Vigilance Committee, may appoint one or more interveners for the management companies, among others, when one or more publicly offered investment funds2 managed by them face a situation that, in the SMV's judgment, could cause harm to their participants. Likewise, according to said norm, the interveners must adopt the necessary measures to obtain the recovery of the publicly offered investment funds, 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;

[2] 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, insofar as its purpose is to manage investment funds whose participation certificates will be placed by public offering.

25. 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 entities regulated by special laws are subject to the provisions contained in this law, insofar as they participate in the securities market;

26. 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 modality 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 inherent to their designation, without prejudice to those others that the SMV determines;

27. That, article 12 of the LFI establishes that the SMV is the institution responsible for the supervision of investment fund management companies, insofar as their purpose is to manage investment funds whose participation certificates are placed by public offering, therefore, since 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;

ANALYSIS

28. That, in the present case, the General Superintendence of Entity Supervision has identified various irregular situations in the actions of BLANCO SAF that could cause harm to the participants of the FUNDS, which are detailed below;

NON-COMPLIANCES IN THE GRANTING OF THE EXERCISE OF THE RIGHT OF SEPARATION OF FONDO BP6

29. That, BLANCO SAF was requested to provide documentation supporting the granting of the right of separation to the participants of FONDO BP6 due to the extension of the fund's term, agreed at the ASSEMBLY;

30. That, in this regard, in the procedure for registration of modifications to the Participation Regulation of FONDO BP6, BLANCO SAF attached a sworn statement dated 03 November 2022, signed by the then General Manager, Mr. José Eduardo Castillo Carazas, stating that the participants were granted the possibility of exercising their right of separation due to the extension of the fund's duration term;

31. That, however, BLANCO SAF would not have accredited the notification to the participants who were entitled to exercise the right of separation regarding: (i) the details of the ASSEMBLY agreement (ii) the term to exercise their right; (iii) the mechanism through which they can exercise the right of separation; and, (iv) the redemption value of the participation quotas; in accordance with the provisions of article 74 of the REGULATION and article 32 of the Participation Regulation of FONDO BP6. Therefore, the General Superintendence of Entity Supervision requested BLANCO SAF to carry out said notification and grant the right of separation to the participants who recorded their opposition to the agreement, those absent and those who were illegitimately deprived of casting their vote;

32. That, likewise, it was determined that BLANCO SAF would not have complied with making the payment within the three (03) months following the expiration of the term for the exercise of the right of separation, in accordance with the provisions of article 33, numeral 33.3 of the Participation Regulation of FONDO BP6 and furthermore would have improperly granted the right of separation to participants who attended the ASSEMBLY and who did not oppose the agreement to extend the term, in accordance with the provisions of article 73 of the REGULATION; some participants were even given partial payments for the redemption of their quotas, which would constitute improper payments to the detriment of FONDO BP6;

Detail of the number of participants of Fondo BP6 who were or were not entitled to the right of separation and those who exercised said right

Participants	Exercised Right of Separation
	Yes	No	Grand total
No Right Entitled			229
Attendees	47 (13.05%)	182 (50.55%)	229 (63.61%)
Right Entitled			131
Opposition	12 (3.33%)	1 (0.28%)	13 (3.61%)
Absent	40 (11.11%)	78 (21.67%)	118 (32.78%)
Grand total	99	261	360

Source: Information submitted by Blanco SAF.

NON-COMPLIANCES REGARDING THE REDUCTION OF CAPITAL OF THE FUNDS

33. That, articles 27 and 65 of the Participation Regulations of the FUNDS, in accordance with the provisions of article 71 of the REGULATION, state that the capital reduction may be carried out through redemption of units or reduction of their nominal value, which must be agreed upon by the general assembly. Likewise, it is specified that the capital reduction must affect all unit holders pro rata to their participation in the capital; if a different effect is to be given, it must be decided by unanimous vote of the subscribed units. Such approval also applies to the capital reduction proposals made by BLANCO SAF;

34. That, however, BLANCO SAF in response to Official Letter No. 5246-2023-SMV/10.2, stated that (i) no proposal for redemption or redemption of units submitted by the participants was submitted for consideration to the assemblies of participants of the FUNDS; (ii) it limited itself to making known at the assemblies the amounts redeemed, and (iii) The general management approved the constant requests for redemption or redemption of units in whole or in part, subject to reporting at the next assembly;

35. That, in that sense, the risk of harm to the participants of the FUNDS is identified, given that by not agreeing upon the reduction of the capital of the FUNDS by the general assembly and BLANCO SAF proceeding to accept discretionally redemptions from a closed structure, such as that of an investment fund; the financial risks of managing the portfolios of the FUNDS would be assumed by the participants who remain in them;

INEQUITABLE TREATMENT IN RELATION TO THE DISTRIBUTION OF PROFITS TO THE PARTICIPANTS OF THE FUNDS

36. That, article 3 of the REGULATION provides that, in the development of its activities, the management company, in compliance with the fiduciary duty, must observe as a general rule of conduct —among others— equity related to granting equitable treatment to the participants, acting impartially, providing equal conditions and opportunities, and avoiding any act, conduct, practice or omission that may be beneficial or detrimental to certain participants;

37. That, in that sense, from the evaluation carried out on the distribution of quarterly profits in the FUNDS made by BLANCO SAF, inequitable treatment among the participants was observed, given that the first and second quarter of 2023 would have been paid without having completed the total payment of the immediately preceding quarter of the FUNDS; likewise, profits from the fourth quarter of 2022, first and second quarter of 2023 would have been paid on different dates without a defined criterion or the application of pro rata distribution;

38. That, additionally, from the review of the information provided by BLANCO SAF, on the distribution of profits for the second and third quarter of 2023, it was observed that some participants were given cash dividends; while in the other cases they applied the reinvestment of their profits according to the agreement of the assembly of participants of 25 October 2023;

Distribution of profits to the participants of FUND BP6

Period
S/ % Amount %
Gross Profit Amount Number of Participants
QUARTER I 2023 1,451,003 323 PAID 1,287,217 88.71 315 98 PAID -PARTIAL 163,786 11.29 8 2 QUARTER II 2023 1,194,876 277 PAID 459,789 38.48 105 37.91 PAID - REINVESTMENT 680,803 56.98 154 55.60 PAID -PARTIAL 23,752 1.99 4 1.44 PENDING 30,532 2.56 14 5.05 QUARTER III 2023 2,015,233 254 PAID 68,068 3.38 8 3.15 PAID - REINVESTMENT 1,520,789 75.46 184 72.44 PAID -PARTIAL 338,995 16.82 44 17.32 PENDING 87,382 4.34 18 7.09 QUARTER IV 2023 110,240 28 PENDING 110,240 100.00 28 100.00 Total 4,771,352 882

Source: Information provided by BLANCO SAF in response to point 20 of Official Letter No. 746-2024-SMV/10.2

Distribution of profits to the participants of FUND BP7

Period	Gross Profit Amount		Number of Participants
	S/	%	Amount	%
QUARTER I 2023	579,262		194 PAID
579,262	100		194	100 QUARTER II 2023
568,711	194 PAID		164,107
28.86	59	30.41 PAID - REINVESTMENT	372,230	65.45
125	64.43	PAID - HIGHER	11,168	1.96
3	1.55 PAID -PARTIAL	4,097	0.72	1
0.52	PENDING	11,238	1.98	5
2.58	PENDING - PARTIAL	5,870	1.03	1
0.52	QUARTER III 2023	998,255	190 PAID	134,592
13.48	11	5.79 PAID - REINVESTMENT	796,487	79.79
161	84.74 PAID - HIGHER	19,954	2.00	3
1.58 PENDING	26,848	2.69	8	4.21
PENDING - PARTIAL	20,373	2.04	7	3.68
QUARTER IV 2023	9,268		2 PENDING
9,268	100		2	100 Total
2,155,496	580

Source: Information provided by Blanco SAF in response to point 20 of Oficio No. 746-2024-SMV/10.2

SUSPENDED PUBLIC OFFERINGS

39. That, from the information published by BLANCO SAF, on 25 August 2022, the SMV observed that the nominal value of the bonds to be issued by FONDO BP6 and FONDO BP7 was S/20 000.00 and USD 10 000.00, respectively, and that it did not refer to the fact that the offering was directed exclusively to institutional investors, therefore, taking into account the provisions of article 5, literal a) and b), of the Single Ordered Text of the Securities Market Law, approved by Supreme Decree No. 020-2023-EF and its amendments (hereinafter, TUO LMV), the offering would not fall under the assumption of a private offering;

40. That, along the same lines, it was observed that BLANCO SAF used means such as web pages and social networks in order to disseminate invitations to the general public, informing the characteristics of the first placement of the bonds to be issued by the FUNDS;

41. That, from the list of holders of the bonds issued by BLANCO SAF on behalf of the FUNDS, acquired between 01 January and 17 November 2022, the IGSE identified twelve (12) and forty-five (45) non-institutional investors in FONDO BP6 and FONDO BP7, respectively;

Attraction of investors in the bond issuance within the framework of the First Corporate Bond Program of the FUNDS

Fund	No	Institutional YES Institutional	Total
FI BP6 SOLES	12	1	13
FI BP7 DOLLARS	45	6	51
Total	57	7	64

Source: Information provided by BLANCO SAF

42. That, if it were a public offering, said non-institutional bondholders and all those to whom the offering was directed would constitute a universe of recipients that would have required the protection referred to in article 2 of the Regulation of Primary Public Offering and Sale of Securities, approved by CONASEV Resolution No. 141-98-EF-94.10 and its amending norms (hereinafter, REGULATION OF PRIMARY PUBLIC OFFERING);

43. That, from the review of the interim quarterly financial statements for the 2022 and 2023 fiscal years of the FUNDS, and of the list of holders of the bonds issued by BLANCO SAF on behalf of the FUNDS, it is noted that the placement of the bonds would have been executed since June 2022; that is, prior to the dissemination in the media;

44. That, on the other hand, regarding the material facts of 22 September 2023, referring to an exchange offer through which the commitments of the FUNDS would be cancelled, with certificates of the “BP8 Fund”, the SMV ordered the suspension of the offer, immediately, among others, because the securities offered in exchange had not been previously registered in the Public Registry of the Securities Market;

45. That, in this regard, in accordance with the provisions of the TUO LMV and the REGLAMENTO DE OFERTA PÚBLICA PRIMARIA3, the exchange offer made through the aforementioned documentation would have constituted an adequately disseminated invitation directed to the segment formed, at least, by the holders of investment units of the FUNDS, so such invitation could qualify as a public exchange offer;

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

46. That, in accordance with the notes to the financial statements of the FUNDS corresponding to 30 September 2023 submitted to the SMV, the IGSE identified the recognition of “Other Income” amounting to S/ 6,560,234 and US$ 5,434,730, respectively, which would correspond to the sale of a plot of land (which the FUNDS would have acquired by foreclosure in fiscal year 2023) to the real estate company RM & MV SAC; and for which they maintain an account receivable of S/ 6,560,234 and US$ 5,434,730, respectively.

47. That, notwithstanding what was required in points 33, 34, 35 and 36 of Oficio Nº 746-2024-SMV/10.2, repeatedly, BLANCO SAF would have limited itself to providing descriptive explanations about the nature of the transaction, attaching emails of coordination with officials of the Fiduciaria and other documents; but it did not prove the existence of any contract signed with Inmobiliaria RM & MV;

[3] On the other hand, it should be noted that the TUO LMV defines a public offering of securities as the adequately disseminated invitation that one or more natural or legal persons direct to the general public, or to certain segments thereof, to carry out any legal act related to the placement, acquisition or disposal of securities. In this regard, article 6 of the REGLAMENTO DE OFERTA PUBLICA PRIMARIA provides greater content to the concepts and establishes rules to determine the scope of a public offering.

[*] In that sense, to carry out a public exchange offer, under the terms of articles 80, 82 and 83 of the TUO LMV, the prior registration of the offered securities in the RPMV is a requirement, in accordance with the provisions of article 19 of the TUO de la LMV.

48. That, likewise, when asked about the basis for the analysis of the credit quality of Inmobiliaria RM & MV S.A.C. and in the response to points 33, 34, 35 and 36 of Oficio Nº 746-2024-SMV/10.2, BLANCO SAF made it evident that the sale of the land had not been completed;

49. That, furthermore, in the slides presented at the assemblies of participants of the FUNDS held on 25 October 2023 and which were published together with the material facts of that same date, a purchase proposal for the land is observed and they referred to the transaction as a possibility of sale; however, on 30 September 2023 they had recorded the sale of the land in accounting, and had included it in the financial information of the FUNDS;

50. That, it should be noted that according to the SUNARP report generated on 21 March 2024, the last entry recorded in Partida N° 11011047, in which the land subject to the sale by the FUNDS is registered, refers to the transfer in fiduciary ownership in favor of Corfid Corporación Fiduciaria S.A., with the intervention of BLANCO S.A., as trustee, registered on 26 October 2018;

51. That, since the existence of the purchase-sale contract for the land by the FUNDS has not been proven, the criteria for a contract to be recognized, in accordance with paragraph 9 of IFRS 15, would not have been met. Therefore, it would not have been appropriate to recognize the income from the sale of the land in the financial statements of the FUNDS, which would impact an overvaluation of the results for fiscal year 2023 and therefore a distribution of profits to the participants without a correlate in a commercial basis;

EXCESSIVE COLLECTIONS OF ADMINISTRATION COMMISSION OF FUND BP6

52. That, from the review of the bank statements of account No. 0011-397-000100010216-78 maintained at BBVA bank in the name of FUND BP6, it is observed that the cash outflows under the heading of administration commission made during the year 2023 would be higher by S/ 456,040 than the expenses for Administration Commission recognized in the trial balance and income statement of FUND BP64 for the period 2023;

53. That, by letter dated 15 March 2024, signed by Mr. Luis Edgard Málaga Aguilar (Stock Exchange Representative of Blanco SAF), it was stated that “The Administration commission has been charged and has been invoiced only up to the month of September 2023, BLANCO SAF has not made any collection or invoicing after that date”; which contradicts the evidence of the withdrawals of funds in the bank statements for that concept, between October and December 2023 corresponding to FUND BP6;

54. That, the IGSE has observed that from the month of July 2023 and until the close of December 2023, BLANCO SAF would have withdrawn from the bank accounts of FUND BP6, for administration commission, an accumulated excess amount of S/ 456,040;

55. That, on the other hand, in slide 50, of the section “Other matters of interest” of the presentations at the Assemblies of Participants of the

[4] According to the detail of the Notes to the Financial Statements 9. Remuneration to the Management Company and 14 Administrative Expenses.

FUNDS made on 25 October 2023 and which were published together with the material facts of that same date, a discount of the administration commission was announced, at an average of 50% charged in fiscal year 2022; however, in the calculation of the expenses for Administration Commission recognized in the trial balance and income statement5 of the FUNDS for the 2023 period, this discount would not have been applied;

DIFFERENCES IN BALANCES OF ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE FOR ADMINISTRATION COMMISSIONS, ACCORDING TO THE RECORDS OF BLANCO SAF AND THE BP6 AND BP7 FUNDS, RESPECTIVELY

56. From the review of the financial information of BLANCO SAF and the FUNDS, inconsistencies were identified in the balances as of 31 December 2022 and 2023 in the following items, corresponding to related-party transactions between BLANCO SAF and the FUNDS;

Record of accounts receivable and accounts payable

57. That the remuneration receivable or the income for administration commission recorded in the financial information of BLANCO SAF would be higher than the remuneration payable for administration commission or administration commission expense of the FUNDS; notwithstanding that they are the counterparties of the same transaction;

EXCESS OF THE INDEBTEDNESS LIMIT OF THE BP6 AND BP7 FUNDS

58. That, from the review of the statements of financial position as of 31 December 2023, it was identified that the FUNDS would have exceeded the amount of financing approved in their Participants' Assemblies of 03 October 2022, established at 20% of subscribed and paid-in capital, upon reaching ratios of 24%6 and 72.7%7, respectively;

59. That it should be noted that although article 18 of the Participation Regulation of both funds states that the fund may borrow up to a maximum of 100% of its net equity, the regulations also indicate that the general assembly, or the Surveillance Committee empowered by the general assembly, will approve and set the conditions thereof; therefore, the limit is that amount of financing approved in the Participants' Assemblies of 03 October 2022 of the FUNDS;

[5] According to the detail of Notes 9 to the Financial Statements. Remuneration to the Management Company and 14 Administrative Expenses.

[6] Amount of financing (S/ 14,531,000) / Subscribed and paid-in capital (S/ 58,152,000).

[7] Amount of financing (US$ 5,342,000 (current liability) + US$ 18,123,000 (non-current liability)) / Subscribed and paid-in capital (US$ 32,274,000).

INVESTMENT COMMITTEE DID NOT MEET AFTER 22 SEPTEMBER 2022

60. That, by letter of 13 March 2024, signed by Mr. Luis Edgard Málaga Aguilar (Stock Exchange Representative of Blanco SAF), he stated that "We confirm that no Investment Committee sessions of both FUNDS were held after 22 September 2022. We attach the Minute Book of the Investment Committee of Fund BP6 Soles and Fund BP7 Dollars, respectively, with the legalization folios and blank folio after the last record."

61. That, from the foregoing, it is observed that the Investment Committees of the FUNDS have not met for a prolonged period; despite the fact that they have a fundamental role in the management of the FUNDS' investments, as established in article 138 of the Regulation: "(...) The Investment Committee is responsible for adopting the Fund's investment decisions, for the valuation of investments including the evaluation of the prices and rates provided by the Price Provider Company, as well as for other functions established in the Participation Regulation relating to the Fund's management activity."

62. That, in turn, in accordance with subsection h) of article 136 of the REGULATION, among the obligations of the person in charge of the fund's management is: "To verify on a permanent basis that the Investment Committee and the personnel related to the Fund's management comply with their obligations, the internal conduct rules and the others established in its procedures manual";

63. That, finally, it should be noted that according to article 16.1 of the Participation Regulation of the FUNDS, the minimum frequency of the Investment Committee sessions is established, "The INVESTMENT COMMITTEE shall meet monthly and whenever required by the needs of FI BP6 SOLES to evaluate and approve new investments, as well as to evaluate the evolution of the existing investment portfolio and to carry out the other activities provided for in this article"; however, this would not have been complied with either;

RECURRENT CHANGES IN THE COMPOSITION OF THE MANAGEMENT OF BLANCO SAF AND ANNOUNCEMENT OF LATE SUBMISSION OF THE AUDITED FINANCIAL INFORMATION OF THE BP6 AND BP7 FUNDS

64. That, since March 2024, as previously noted, BLANCO SAF has experienced three (3) changes of general manager and an equal number of recompositions of its Board of Directors, which affects predictability and decision-making regarding the administration of the funds and therefore may affect their participants;

65. That it should be noted that on 11 April 2024, representatives of BLANCO SAF verbally indicated to officials of the IGSE that they would not be able to approve and submit the audited financial statements of the FUNDS within the period established in article 11, literal a), subsection i. of the LFI;

66. That, from the foregoing recitals, it can be concluded that the IGSE has identified various irregularities in the exercise of the functions as investment fund management company by Blanco Sociedad Administradora de Fondos S.A.C., and therefore in the opinion of this Deputy Superintendency, these irregularities constitute situations that may cause harm to the participants of the funds;

67. That, considering that one of the objectives of an administrative intervention is to ensure that the information disseminated to the market reflects the real situation of publicly offered investment funds, it is necessary for the SMV to take the measures conducive to preserving and protecting the transparency and proper functioning of the securities market, and therefore administrative intervention of Blanco Sociedad Administradora de Fondos S.A.C. must proceed;

68. 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 Regulations on Organization and Functions of the SMV, approved by Supreme Decree No. 216-2011-EF

RESOLVES:

Article 1.- To order the administrative intervention of Blanco Sociedad Administradora de Fondos S.A.C. in the form of management supervision provided for in article 351, literal a), of the Single Ordered Text of the Securities Market Law and article 38, literal a) of the Investment Funds and their Management Companies Law, for a period of 90 calendar days counted from the entry into force of this resolution.

The purpose of the intervention is to adopt the necessary measures to obtain the recovery of the Public Offering Investment Fund BP6 Soles and the Public Offering Investment Fund BP7 Dollars and, if applicable, their reorganization and transfer to another management company, in accordance with the provisions applicable to them.

Article 2.- Blanco Sociedad Administradora de Fondos S.A.C. is responsible for previously and reliably proving, before the interveners, the documentation that supports the obligations it must fulfill on behalf of the Public Offering Investment Fund BP6 Soles and/or the Public Offering Investment Fund BP7 Dollars, and in accordance with the legal provisions applicable to it.

Article 3.- To appoint as members of the Intervening Commission the officials of the SMV: Mrs. Matilde Portocarrero Trujillo, identified with DNI No. 40180024, who will preside over it, Mr. Salvador Romero Cerna, identified with DNI No. 25559400 and Miss Katherine Serna Huaricapcha, identified with DNI No. 45821835, who will have the following powers:

a) Authorize the disbursements of money from the administration activities, as well as the acts of disposition or administration of the Public Offering Investment Fund BP6 Soles and/or the Public Offering Investment Fund BP7 Dollars.

b) Authorize acquisitions and any act of administrative and operational management, provided it is not ordinary, as well as any act of disposition of movable or immovable property owned by Blanco Sociedad Administradora de Fondos S.A.C.

c) Order the exhibition of all documentation and information they deem convenient for the purposes of the intervention, as well as request a copy or computer or documentary backup thereof.

d) Convene the Assemblies of Participants of the Public Offering Investment Fund BP6 Soles and/or the Public Offering Investment Fund BP7 Dollars, the General Shareholders' Meetings and the Board meetings they deem convenient.

e) Participate as observers in the Assemblies of Participants of the Public Offering Investment Fund BP6 Soles and/or the Public Offering Investment Fund BP7 Dollars, the General Shareholders' Meetings and the Board meetings.

f) Order the measures necessary to safeguard the interests of the participants of the Public Offering Investment Fund BP6 Soles and the Public Offering Investment Fund BP7 Dollars.

g) Order, if applicable, the reorganization and transfer of the Public Offering Investment Fund BP6 Soles and/or the Public Offering Investment Fund BP7 Dollars.

h) The others established by disposition of the General Superintendence of Supervision of Entities of the SMV.

Article 4.- The powers referred to in the preceding article may be exercised indistinctly by any of the interveners.

Article 5.- The General Manager of Blanco Sociedad Administradora de Fondos S.A.C., Mr. Alfonso Claro Arceo or whoever replaces him, is responsible for safeguarding the correct administration, custody and management of the assets, guarantees, documents, information and any right regarding the Public Offering Investment Fund BP6 Soles, the Public Offering Investment Fund BP7 Dollars and Blanco Sociedad Administradora de Fondos S.A.C.

Article 6.- Blanco Sociedad Administradora de Fondos S.A.C. is obliged to carry out the acts that are necessary, as well as provide all pertinent facilities, so that the interveners can exercise the powers conferred upon them from the entry into force of this resolution or those issued by the General Superintendence of Supervision of Entities by virtue of the provisions of article 2, literal h), of this resolution.

Article 7.- In no case shall the intervention be understood as a substitute for or exemption from the responsibility of the former and current directors, managers and administrators of Blanco Sociedad Administradora de Fondos S.A.C.

Article 8.- The appointed interveners must inform the General Superintendence of Supervision of Entities about the situation of the Public Offering Investment Fund BP6 Soles and the Public Offering Investment Fund BP7 Dollars, managed by Blanco Sociedad Administradora de Fondos S.A.C., and the information they become aware of in the course of their duties.

Based on the provisions of the preceding paragraph, the controllers must report, in particular, any irregular circumstance, infraction or non-compliance with current regulations, as well as any act that undermines, hinders or interferes with the powers conferred upon them by this resolution or those issued by the General Superintendence of Supervision of Entities pursuant to the provisions of Article 2, literal h), of this resolution.

Article 9.- This resolution shall enter into force on the day of its notification.

Article 10.- Transcribe this resolution to Blanco Sociedad Administradora de Fondos S.A.C. and to Cavali S.A. ICLV.

Article 11.- Order the communication of this resolution to the National Superintendence 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 properties owned by Blanco SAF: Entry No. 41008741 and 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 Movable Property Registry of Lima and, in any other entry of movable or immovable property over which said management company holds ownership rights, usufruct or others registered in the Public Registries

Register and communicate,

Omar Gutiérrez Ochoa
Deputy Superintendent
Deputy Superintendence of Prudential Supervision