Rule · CVM · 9 Aug 2021
Administrators of Real Estate Investment Funds must report all transactions involving potential conflicts of interest, regardless of whether a general assembly has been held. They are prohibited from carrying out fund operations using fund resources when a conflict of interest exists between the fund and the administrator, manager, specialized consultant, or specific unitholders, unless approved by a general assembly under Article 34. This circular implements adjustments to ICVM No. 472/08 to enhance market transparency.
SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 01/2021/CVM/SSE Rio de Janeiro, August 09, 2021
To Administrators of Real Estate Investment Funds (“FII”) Subject: New version of the Annual Report
Dear Sirs,
This Circular Letter aims to communicate to the market that, as of this date, a new version of the FII Annual Report is available in the FundosNet System, as established by CVM Instruction No. 472 of 10/31/2008 (“ICVM No. 472/08”), which enables the full disclosure of transactions constituting conflicts of interest.
In this regard, the requirement to fill in the field “Date of authorization assembly” in the table “14 - Transactions referred to in Article 34 and item IX of Article 35 of CVM Instruction No. 472, of 2008” of the Annual Report has been removed.
It is important to highlight that, as provided for in Article 35, item IX of ICVM No. 472/08, the administrator is prohibited, in the exercise of the functions of manager of the fund’s assets and using the fund’s resources, with the exception of the case of approval in a general assembly under the terms of Article 34, from carrying out the fund’s operations when a situation of conflict of interest is characterized between the fund and the administrator, manager, or specialized consultant, between the fund and the unitholders mentioned in § 3 of Article 35, between the fund and the unitholders’ representative, or between the fund and the entrepreneur.
Thus, with the implemented adjustment, the fund administrator must report all transactions involving potential conflicts, even if the assembly has not been held, bringing more transparency to the market.
In case of doubts regarding the use of the Fundos.Net system, the Issuers Support Department of B3 should be contacted by phone at (11) 2565-5064 or by email at emissores.fundos@b3.com.br.
For additional clarifications regarding the content of this Circular Letter or the content of the document treated therein, we request contacting the Securitization Supervision Management 1, via the electronic address gsec-1@cvm.gov.br.
Sincerely,
Signed Original by
BRUNO DE FREITAS GOMES
Superintendent of Securitization Supervision - SSE
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