CIRCULAR LETTER/CVM/SIN/SEP/N°01/2012

Rio de Janeiro, November 12, 2012
SUBJECT: General guidelines on the preparation of the Quarterly Report

Dear Director of Investor Relations,

This Circular Letter aims to guide issuers of securitization securities on procedural aspects to be observed when filling out the Quarterly Report referred to in Annex 32-II of CVM Instruction No. 480/09, as amended by CVM Instruction No. 520/12.

Regarding this matter, we advise issuers to avoid including data that is not important in the Report, in order to ensure that the document is a true, accurate, and complete portrait of the related securitization operations.

We remind you that the Directors and, in particular, the Chief Executive Officer and the Director of Investor Relations, who are ultimately responsible for the content of the information provided in the Report, must ensure that the company structures an adequate internal process for the preparation and review of the document before its submission and dissemination to the market.

We emphasize, finally, that this Circular Letter does not exhaustively address all fields of the Quarterly Report, thus not dispensing with the reading and examination of Annex 32-II of CVM Instruction No. 480/09 by issuers when filling it out, as well as the updating of CVM regulations, especially those issued after this date.

Index

SECTION A. GENERAL GUIDELINES ON THE QUARTERLY REPORT

1. SUBMISSION DEADLINE
2. GENERAL RULES ON THE PREPARATION AND DISCLOSURE OF INFORMATION
3. SCOPE AND CONTENT OF INFORMATION PROVIDED
4. INFORMATION NOT APPLICABLE

SECTION B. GUIDELINES REGARDING THE FILLING OUT OF THE QUARTERLY REPORT

1. GENERAL CHARACTERISTICS
   1.1. Operation Data
   1.1.e. Acquisition value of credits
   1.1.g. Duration of the credit portfolio 1.1.i. Information on guarantees or co-obligations provided by the securitization company 1.1.j. Information on guarantees or co-obligations provided by third parties 1.1.k. Average Loan to Value (LTV) of the portfolio, when applicable
   1.2. Classes of Securities
   1.2.c. Value
   1.2.h. Level of subordination
2. SELECTED FINANCIAL INFORMATION BY SEPARATE ASSETS
   2.3. Financial flow (R$ or R$ thousand)
3. BEHAVIOR OF THE CREDIT PORTFOLIO LINKED TO SECURITIZATION
   3.1. Linked Credits
   3.2. Modification of the linked credit portfolio during the quarter
   3.3. Information on credits in the liquidation process during the quarter
4. EVENTS THAT GENERATED EARLY AMORTIZATION OR AFFECTED PAYMENT FLOWS IN THE QUARTER
   4.1. Impact of prepayment events on the cash flow of the credit portfolio (duration and internal rate of return)
   4.2. Analysis of the impact of prepayment events on securities holders
   4.3. Analysis of the impact of other events provided for in the credit securitization agreement that resulted in the early amortization of securities
   4.4. Analysis of the impact of other events that affected the regularity of the expected payment flows

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SECTION A. GENERAL GUIDELINES ON THE QUARTERLY REPORT

1. SUBMISSION DEADLINE

The submission of the Report is mandatory for issuers of real estate receivable certificates, agribusiness certificates, and securitization debentures.

Article 1 of Annex 32-II to CVM Instruction No. 480/09 states that the issuer must send the Quarterly Report to the CVM within the submission deadline for the quarterly information forms – ITR and standardized financial statements – DFP.

According to item II of Article 29 of the aforementioned instruction, the deadline for submitting the ITR Form is 45 (forty-five) days from the closing date of each quarter.

The submission of the DFP Form, in accordance with item II of Article 28, is made by the national issuer within 3 (three) months from the closing of the fiscal year or on the same date as the submission of the financial statements, whichever occurs first; and by the foreign issuer within 4 (four) months from the closing of the fiscal year or on the same date as the submission of the financial statements, whichever occurs first.

The "quarterly" option must be selected in the "Sec Period" field when the Report is sent within the ITR Form submission deadline, and the "Annual" option when it is sent within the DFP Form deadline.

2. GENERAL RULES ON THE PREPARATION AND DISCLOSURE OF INFORMATION

The general rules on the preparation and disclosure of information provided in CVM Instruction No. 480/09 must also be observed by issuers in the preparation of the Quarterly Report, namely:

(a) the issuer must disclose true, complete, consistent information that does not mislead the investor (Article 14); (b) all information disclosed by the issuer must be written in simple, clear, objective, and concise language (Article 15); (c) the information provided by the issuer must be useful for the evaluation of the securities issued by it (Article 17); (d) whenever the information disclosed by the issuer is valid for a determinable period, such period must be indicated (Article 18); (e) factual information must be differentiated from interpretations, opinions, projections, and estimates (Article 19); (f) whenever possible and appropriate, factual information must be accompanied by the indication of its sources (sole paragraph of Article 19).

3. SCOPE AND CONTENT OF INFORMATION PROVIDED

Annex 32-II presents guidelines that specify the scope and content of the information to be provided, which must be carefully observed by issuers when filling out the Report.

In this regard, we emphasize that in the event that two or more series of a securities issuance are linked to a single collateral group, the information must be presented in an aggregated manner.

When the security is of a single class, for all purposes, it must be considered as a senior class.

We also alert that Section 2 of the Report (selected financial information by separate assets) must contain data accumulated throughout the current fiscal year. Item 3.1 must use the closing date of the quarter or year as a parameter, while items 3.2 and 3.3 of Section 3 (behavior of the credit portfolio linked to securitization) and Section 4 (events that generated early amortization or affected payment flows in the quarter) must refer to the reference quarter of the Quarterly Report.

4. INFORMATION NOT APPLICABLE

If information requested in the Quarterly Report is not applicable, the issuer must indicate in the field itself the reasons justifying the non-presentation of the required data.

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SECTION B. GUIDELINES REGARDING THE FILLING OUT OF THE QUARTERLY REPORT

1. GENERAL CHARACTERISTICS

1.1. Operation Data

1.1.e. Acquisition value of credits

Although the assignment of credits to securitization companies is carried out in a single transaction, any subsequent assignments must be reflected in the update of this item and described in the field "modification of the linked credit portfolio during the quarter."

1.1.g. Duration of the credit portfolio

The filling out must be based on the closing date of the quarter, observing the concept of duration set forth in footnote No. 2 to Annex 32-II of CVM Instruction No. 480/09.

1.1.i. Information on guarantees or co-obligations provided by the securitization company

In this field, all existing guarantees provided by the securitization company, or its co-obligations, must be reported. Generally, always presenting the information according to the following segregation: Guarantees or co-obligation, Value, and Coverage Level. For example, if the repurchase of non-performing credits is a formalized policy, it must be reported:
a) Guarantees or co-obligation: Repurchases; b) Value: R$ (unit basis); c) Coverage level: % (report in percentage, how much the value reported above represents of the separate assets of that securitization operation).

If there are no guarantees or the securitizer does not co-obligate in any way, report: Not applicable.

1.1.j. Information on guarantees or co-obligations provided by third parties

Information on guarantees that are not provided by the securitization company must be disclosed in the same manner as guided in item 1.1.i.

1.1.k. Average Loan to Value (LTV) of the portfolio, when applicable

As provided in Article 2 of Annex 32-II to CVM Instruction No. 480/09, this item must be updated whenever there are indications: i) of extraordinary real estate devaluation, in the region, segment, or generalized; or ii) that its value tends to exceed the quotient of 1 (one).

For cases where the calculation of "loan to value" (LTV) commonly does not apply, for example, operations that are not backed by a receivable originating from a loan, such as those originating from lease contracts, report: 99.99.

1.2. Classes of Securities

1.2.c. Value

The total value of the distribution for each class of securities must be reported.

1.2.h. Level of subordination

This is a free text field, which must contain at least the following information:
a) General level of subordination: the relationship between the value of the subordinate securities and the separate assets or collateral group; b) Level of subordination between classes: the level of subordination between each of the subordinate classes must be reported, when there is more than one class of this type.

Additionally, relevant information for the understanding of the safeguards existing between the different series linked to a single operation must be inserted.

2. SELECTED FINANCIAL INFORMATION BY SEPARATE ASSETS

It should be noted that the presentation of the information required in this section does not exempt securitizers from complying with the obligation provided in Article 12 of Law No. 9.514/97, which provides for the obligation of the securitization company to administer each separate asset, maintain independent accounting records for each of them, and prepare and publish the respective financial statements.

2.3. Financial flow (R$ or R$ thousand)

Values must be typed without a sign in the case of receipts and allocations, and with a negative sign in the case of payments and reversals.

a. Total receipts b. Payments of expenses and commissions of the securitization
c. Payments made to the senior class. The value inserted must coincide with the sum of the principal amortization and interest payment of the senior class.
i. Principal amortization
ii. Interest
d. Payments made to the subordinate class. The value inserted must coincide with the sum of the principal amortization and interest payment of the subordinate class. In the case of more than one subordinate class, use the "expand" icon to present the principal amortization and interest values for each class separately.
i. Principal amortization
ii. Interest
e. Other payments and receipts f. Sufficiency/insufficiency of cash. The value inserted must coincide with the sum (a+b+c+d+e) and with the sum (g+h+i+j+k) g. Value allocated to subordinate securities (subordination premium) h. Value allocated to the securitization company
i. Value allocated or reversed from the expense fund of the separate assets
j. Value allocated or reversed from the funds constituted for credit or liquidity reinforcement k. Others (specify). If any other allocation or reversal of resources is not provided for, the required movement must be registered in this item, using the "expand" icon to highlight the values of each specific account.

3. BEHAVIOR OF THE CREDIT PORTFOLIO LINKED TO SECURITIZATION

3.1. Linked Credits

The filling out of this field must take into account all credits in the portfolio of the separate assets or collateral group, according to the maturity term of each of them within the respective time bands.

In the case of credits linked to leases, the reported value will consider the expected installments for receipt, that is, within the number of time bands, the information will be segregated up to the 6th month from the base date of the Report presented, and from the 7th month onwards, the values must be grouped with the horizon being the end of the contract.

3.2. Modification of the linked credit portfolio during the quarter

The "value" and "justification" fields must be filled out individually for each of the events available.

In the case of new acquisitions, the value reported in the "acquisitions" field must be reflected in field 1.1.e "acquisition value of credits."

3.3. Information on credits in the liquidation process during the quarter

If there is any credit in the liquidation process during the quarter, it must be reported at minimum:

a) Total value of credits in the liquidation process: R$ (unit basis); b) Percentage in relation to the total of the separate assets or collateral group: %; c) Reasons: in this item, the reasons that caused the start of the credit liquidation process must be briefly reported; d) Other Information: this item is free for the securitization company to report any additional information considered relevant from its point of view, which may assist the investor in a better understanding of the credit liquidation process.

This field must be filled out from the quarter in which the liquidation process started until the end of the liquidation process.

If the field is not applicable, report: Not applicable.

4. EVENTS THAT GENERATED EARLY AMORTIZATION OR AFFECTED PAYMENT FLOWS IN THE QUARTER

4.1. Impact of prepayment events on the cash flow of the credit portfolio (duration and internal rate of return)

This is a free text field, which must contain at least the following information:

Impact on duration and internal rate of return: among other relevant information, report the previously calculated value for duration and IRR, as well as the current value after the prepayment event.

Summary of expected effects in the event of the continuation of such events, as well as an analysis by the securitization company on this possibility, given the economic scenario, or the predominant allocation of the credit portfolio, for example.

4.2. Analysis of the impact of prepayment events on securities holders

This is a free text field, which must contain at least the following information:
a) Impact on the payment of remuneration previously established with senior and subordinate investors, if applicable. The analysis must also include quantitative information, whenever possible; b) Summary of expected effects in the event of the continuation of such events, as well as an analysis by the securitization company on this possibility.

4.3. Analysis of the impact of other events provided for in the credit securitization agreement that resulted in the early amortization of securities

This is a free text field, which must contain at least the following information:
a) Impact of any other event provided for in the agreement, other than prepayment, that caused the early amortization of the securities, including quantitative information, whenever possible. Such analysis must cover the effects on senior and subordinate investors, if applicable; b) Summary of expected effects in the event of the continuation of such events, as well as an analysis by the securitization company on this possibility.

4.4. Analysis of the impact of other events that affected the regularity of the expected payment flows

This is a free text field, which must contain at least the following information:
a) Impact of any other fact, other than prepayment and none other provided for in the securitization agreement, including quantitative information, whenever possible. Such analysis must cover the effects on senior and subordinate investors, if applicable; b) Summary of expected effects if the events that occurred produce continuous effects, if applicable.

Finally, questions regarding the content of the Securitization Quarterly Report must be sent to the Superintendence of Institutional Investor Relations (SIN) via email: icvm520@cvm.gov.br.

Sincerely,

FERNANDO SOARES VIEIRA
Superintendent of Corporate Relations

FRANCISCO JOSÉ BASTOS SANTOS
Superintendent of Institutional Investor Relations