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"

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Resolution of the General Intendancy of Supervision of Entities

No. 017-2024-SMV/10.2

Lima, 12 February 2024

The General Intendant of Supervision of Entities

WHEREAS:

File No. 2023048124, regarding the application for authorization to organize an investment fund management company to be named "Zest Capital Sociedad Administradora de Fondos de Inversión S.A.C.", as well as Report No. 159-2024-SMV/10.2 of 09 February 2024;

CONSIDERING:

That, by means of writings submitted up to 09 January 2024, Mr. Arthur Do Nascimento Silva and Mr. Álvaro Eduardo Gálvez Fernández requested authorization for the organization of an investment fund management company to be named Zest Capital Sociedad Administradora de Fondos de Inversión S.A.C. (hereinafter, ZEST SAFI);

That, according to the information presented, Mr. Arthur Do Nascimento Silva and Mr. Álvaro Eduardo Gálvez Fernández (hereinafter, the ORGANIZERS) would participate in the share capital of ZEST SAFI with 56% and 44%, respectively;

That articles 5 and 6 of the Common Rules for Entities that require Authorization for Organization and Operation from the SMV, approved by SMV Resolution No. 039-2016-SMV/01 and its amendments (hereinafter, COMMON RULES), establish the requirements to obtain the authorization for organization of a collective fund management company;

That, in accordance with article 4 of the COMMON RULES, the organizers must at all times have recognized economic and moral solvency to the satisfaction of the Superintendency of the Securities Market - SMV, which includes, among others, presenting a track record of compliance with ethical principles and good commercial and corporate practices;

That, in order to evaluate the economic solvency of the organizers of entities that require operating authorization from the SMV, the general patrimonial backing and the liquid or available resources available to make the contribution of their participation in the minimum capital required by the regulations for the entity, equivalent to S/ 1 829 994.00 for 2024, is considered as a parameter; and for subsequent capital increases, in order to face losses during the first years of its operations that do not put the continuity of the entity at risk and in order to avoid the risk of a suspension or revocation of its operating authorization. For this purpose, special attention must be paid to the liquid assets, or eventually to the easily liquidated assets, held by the ORGANIZERS;

That, likewise, for the purposes of the solvency evaluation, existing resources are considered, such as the balances of cash resources available in bank accounts and the value of other assets, as well as existing liabilities;

That, according to the evaluation of the documentation presented, the ORGANIZERS do not have the necessary economic solvency, to the satisfaction of the SMV, to face the total contributions destined for: i) the incorporation of the share capital of ZEST SAFI, and ii) eventual contributions in order to comply with capital increases to face operating costs during the first years of operations;

That, it is necessary to point out that in the Sworn Declaration of Origin of Funds, the ORGANIZERS have stated that the funds for the incorporation of ZEST SAFI will come from income derived from the assets described in the Sworn Declaration of Patrimonial Assets. In this regard, it should be noted that such funds can only be accredited through cash resources in bank accounts and other current assets, which have been considered to determine the position of net liquid assets;

That the ORGANIZERS presented sworn declarations and documentation established in article 5, literal A, numeral 1, subparagraph i), i.4 of the COMMON RULES. These sworn declarations correspond to not being subject to the impediments established in Annex B of the COMMON RULES;

That, by means of Official Letter No. 5779-2023-SMV/10.2 it was observed that the content of literal q) of the sworn declarations did not include the reference that the ORGANIZERS had not been controllers, direct or indirect, shareholders, directors and managers of those who have carried out or carry out exclusive activities of persons authorized by the SMV or SBS without having the aforementioned authorization. This, in accordance with literal q) of Annex B of the COMMON RULES;

That the ORGANIZERS presented a second sworn declaration without remedying this observation. Consequently, we must point out that the ORGANIZERS have not complied with this requirement;

That, by means of Deputy Superintendency Resolution SMV No. 031-2021-SMV/10, Zest Capital Perú S.A.C. (company related to the ORGANIZERS) was sanctioned for having incurred two (2) infractions of a very serious nature typified in Annex III, literal A), numeral 1, subparagraph 1.1 of the Sanctions Regulations. It should be noted that this resolution is under appeal;

That, for the aforementioned reasons, it has been determined that the ORGANIZERS do not comply with the provisions of articles 4 and 5 of the COMMON RULES to be organizers of an investment fund management company, as developed in Report No. 159-2024-SMV/10.2 of the General Intendancy of Supervision of Entities;

In accordance with the provisions of Article 1, subparagraph b), of the Organic Law of the Superintendency of the Securities Market, approved by Decree Law No. 26126 and its amending norms; as well as Article 38, numeral 5, literal i), of the Regulation of Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF and its amendment.

RESOLVES:

Article 1.- Deny the application for authorization to organize an investment fund management company to be named Zest Capital Sociedad Administradora de Fondos de Inversión S.A.C. submitted by Mr. Arthur Do Nascimento Silva and Mr. Álvaro Eduardo Gálvez Fernández.

Article 2.- Order the dissemination of this resolution on the Securities Market Portal of the Superintendency of the Securities Market (www.gob.pe/smv).

Article 3.- Transcribe this resolution to Mr. José Francisco De la Colina Mercado, in his capacity as representative of the organizers.

Register, communicate and publish.

Armando Manco Manco
General Superintendent
General Superintendency of Entity Supervision