Circular Letter CVM/SSE 02/21

25/11/2021 11:35 SEI/CVM - 1391570 - Circular Letter https://sei.cvm.gov.br/sei/controlador.php?acao=documento_imprimir_web&acao_origem=arvore_visualizar&id_documento=1464198&infra_siste… 1/2 SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, 4th Floor, S.404, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 2/2021-CVM/SSE Rio de Janeiro, November 25, 2021. To Administrators of Real Estate Investment Funds. Subject: Impossibility of acquiring quotas of Limited Partnerships ("SCP") by Real Estate Investment Funds ("FII"). Dear Administrators,

1. The purpose of this Circular Letter is to disseminate this Superintendence's understanding regarding the impossibility of investment by Real Estate Investment Funds in quotas of SCPs.

2. This technical area received inquiries from market participants regarding the possibility of SCPs being considered as "societies" for the purpose of complying with the provision of Item III, Article 45, of CVM Instruction 472/2008:

"Art. 45. The fund's participation in real estate ventures may occur through the acquisition of the following assets:
(...)
III – shares or quotas of societies whose sole purpose falls within the activities permitted for FIIs;"

3. In this sense, supported by the opinion of the Special Federal Prosecutor’s Office – PFE, attached to CVM, we consider that:

a) SCPs are not incorporated societies and correspond to a contract between the participating and ostensive partners;

b) the constitutive activity of the SCP's corporate object is exercised solely by the ostensive partner, in their individual name and under their own exclusive responsibility, with the others participating in the corresponding results (arts. 991 to 996 of the Civil Code);

c) SCPs do not possess asset autonomy, nor judicial representation, active or passive;

d) there is no liquidator of an SCP, because no liquidation and partition follows, and in the event of bankruptcy of the ostensive partner, the participating partner becomes an unsecured creditor of the bankruptcy estate; and

25/11/2021 11:35 SEI/CVM - 1391570 - Circular Letter https://sei.cvm.gov.br/sei/controlador.php?acao=documento_imprimir_web&acao_origem=arvore_visualizar&id_documento=1464198&infra_siste… 2/2

e) in the judgment of Special Appeal 168028/SP, the understanding was ratified that only the ostensive partner assumes obligations towards third parties, leaving the SCP devoid of legal personality.

4. In light of the above, we understand that it is not possible to classify SCPs under Art. 45, III, of CVM Instruction No. 472/2008, since one is not facing the acquisition of "shares or quotas of societies".

5. Thus, we conclude that SCP quotas are not part of the list of eligible investments for Real Estate Investment Funds, provided for in Art. 45 of CVM Instruction No. 472/2008.

6. Finally, we communicate that doubts regarding the guidelines contained in this Circular Letter may be sent to the Securitization Supervision Management 1 – GSEC-1, via email gsec-1@cvm.gov.br.

Sincerely,

Bruno de Freitas Gomes
Superintendent of Securitization Supervision - SSE

Document electronically signed by Bruno de Freitas Gomes Condeixa Rodrigues, Superintendent, on 25/11/2021, at 11:35, based on Art. 6 of Decree No. 8.539, of October 8, 2015. The authenticity of the document can be verified on the site https://sei.cvm.gov.br/conferir_autenticidade, by entering the verification code 1391570 and the CRC code 25F3B6B4. This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 1391570 and the "CRC Code" 25F3B6B4. Reference: Process No. 19957.009383/2021-43 SEI Document No. 1391570