CREDICORP LTD — Major Shareholding Notification 2008

Feb 15, 2008

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CUSIP No G2519Y 10 8 Page 1 of 6

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Credicorp Ltd.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

G2519Y 10 8

(CUSIP Number)

N/A

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No G2519Y 10 8 Page 2 of 6

| 1 | Names
of Reporting Persons I.R.S.
Identification Nos. of above persons (entities
only): | |
| --- | --- | --- |
| | Prima
AFP * (Administradora
de Fondos de Pensiones). | |
| 2 | Check
the Appropriate Box if a Member of a Group (See
Instructions): | |
| | (a) o | |
| | (b) o | |
| 3 | SEC use
only : | |
| 4 | Citizenship
or Place of Organization: | |
| | Perú | |
| | 5 | Sole Voting Power: |
| NUMBER
OF | | 6.033.735 |
| SHARES | 6 | Shared Voting Power: |
| BENEFICIALLY | | |
| OWNED
BY | | 0 |
| EACH | 7 | Sole Dispositive Power: |
| REPORTING | | |
| PERSON | | 6.033.735 |
| WITH | 8 | Shared Dispositive Power: |
| | | 0 |
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person: | |
| | 6.033.735 | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): | |
| 11 | Percent of Class Represented by Amount
in
Row (9): | |
| | 6,4% | |
| 12 | Type of Reporting Person (See
Instructions): | |
| | CO | |

CUSIP No G2519Y 10 8 Page 3 of 6

| Item
1(a). | Name
of Issuer: |
| --- | --- |
| | Credicorp
Ltd. |
| | Address
of Issuer’s Principal Executive Offices: |
| Item
1(b). | Clarendon
House Church
Street Hamilton
HM11 Bermuda |
| Item
2(a). | Name
of Persons Filing: |
| | Prima
AFP |
| Item
2(b). | Address
of Principal Business Office or if None, Residence: |
| | Prima
AFP Chinchón
980 San
Isidro Lima
27, Perú |
| Item
2(c). | Citizenship: |
| | See
Item 4 on Page 2 |
| Item
2(d). | Title
of Class of Securities: |
| | Common
Shares |
| Item
2(e). | Cusip
Number: |
| | G2519Y
10 8 |
| Item
3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a: | |

| Not
Applicable. — (a) | o | Broker
or dealer registered under Section 15 of the Act (15
U.S.C. 78o) |
| --- | --- | --- |
| (b) | o | Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c) |
| (c) | o | Insurance
Company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c) |

CUSIP No G2519Y 10 8 Page 4 of 6

| (d) | o | Investment
company registered under Section 8 of the Investment Company
Act of 1940
(15 U.S.C. 80a-8) |
| --- | --- | --- |
| (e) | o | An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E) |
| (f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F) |
| (g) | o | A
parent holding company or control person in accordance with
§240.13d-1(b)(ii)(G) |
| (h) | o | A
savings associations as defined in
Section 3(b) of the Federal Deposit Insurance Act |
| (i) | o | A
church plan that is excluded from the definition of an investment
company
under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C.
80a-3) |
| (j) | o | Group,
in accordance with §240.13d-1(b)(1)(ii)(J) |
| Item
4. Ownership | | |
| (a) | Amount
Beneficially Owned: | |
| | See
Item 9 on Page 2 | |
| (b) | Percent
of Class: | |
| | See
Item 11 on Page 2 | |
| (c) | Number
of shares as to which such person has: | |
| | (i) | Sole
power to vote or to direct the vote: |
| | | See
Item 5 on Page 2 |
| | (ii) | Shared
power to vote or to direct the vote: |
| | | See
Item 6 on Page 2 |
| | (iii) | Sole
power to dispose or to direct the disposition
of: |
| | | See
Item 7 on Page 2 |

CUSIP No G2519Y 10 8 Page 5 of 6

	(iv)
	See
Item 8 on Page 2
Item
5.	Ownership
of Five Percent or Less of a Class
	Not
Applicable
Item
6.	Ownership
of More than Five Percent on Behalf of Another Person
	Prima
AFP, a subsidiary of the Issuer, is a pension fund administrator
constituted under Peruvian law. Prima AFP owns the shares for
the benefit
of the beneficiaries of the pension fund.
Item
7.	Identification
and Classification of the Subsidiary which Acquired the Security
Being
Reported on by the Parent Holding Company or Control
Person
	Not
Applicable
Item
8.	Identification
and Classification of Members of the Group
	Not
Applicable
Item
9.	Notice
of Dissolution of Group
	Not
Applicable
Item
10.	Certification
	By
signing below, I certify that, to the best of my knowledge
and belief, the
securities referred to above were not acquired and are not
held for the
purpose of or with the effect of changing or influencing the
control of
the issuer of the securities and were not acquired and are
not held in
connection with or as a participant in any transaction having
that purpose
or effect.

CUSIP No G2519Y 10 8 Page 6 of 6

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| February,
7th, 2008 (Date) | |
| --- | --- |
| Prima AFP | |
| By: | /s/ |
| Name: | Michel Flit Pait Chief
Financial Officer |
| Title: | Authorized
Signatory |