Circular No. 3.891

The Board of Governors of the Central Bank of Brazil, in a session held on 28 March 2018, based on arts. 9 of Law No. 4.595, of 31 December 1964, 79 and 82 of Law No. 13.097, of 19 January 2015, and in view of the provisions of arts. 59 and 80 of Resolution No. 4.598, of 29 August 2017,

R E S O L V E :

Art. 1 This Circular provides for the authorization to exercise the function of fiduciary agent in the issuance of Letra Imobiliária Garantida (LIG), addressed in art. 79 of Law No. 13.097, of 19 January 2015, and the procedures for instructing the authorization process for the exercise of this function by a real estate credit securitization company.

Art. 2 Securities brokerage firms and securities distribution firms are authorized to exercise the function of fiduciary agent under the terms established by Resolution No. 4.598, of 29 August 2017.

Art. 3 The request for authorization to exercise the function of fiduciary agent under the terms established by Resolution No. 4.598, of 2017, by a real estate credit securitization company, must be instructed with the submission of an application to the Central Bank of Brazil, accompanied by the following documentation:

• I - articles of incorporation, with provision for the exercise of the activity of administration of third-party assets and assets;

• II - registration of the entity, or of an institution that is part of the prudential conglomerate of which it participates, if applicable, as a securities portfolio administrator with the Securities and Exchange Commission of Brazil;

• III - balance sheet, audited by an independent auditor registered with the Securities and Exchange Commission of Brazil, relating to the last closed fiscal year;

• IV - identification of the members of the control group, with their respective equity interests;

• V - indication of the director responsible for the LIG issuance operation, addressed in art. 5 of Resolution No. 4.598, of 2017;

• VI - declaration, signed by the controllers, regarding the absence of restrictions that may affect their reputation, applying, where applicable, the requirements established in arts. 2 and 3 of Annex II Regulation to Resolution No. 4.122, of 2 August 2012;

• VII - authorization, signed by all members of the control group to the Central Bank of Brazil, for access to information contained in public or private information registration systems, including administrative or judicial processes or proceedings, of any nature; and

• VIII - declaration, signed by the LIG issuing institution, regarding the intention to hire the applicant as fiduciary agent, attesting to the absence of the restrictions addressed in art. 60 of Resolution No. 4.598, of 2017.

Sole paragraph. The provisions of items VI and VII do not apply to securitization companies whose control is held by institutions authorized to operate by the Central Bank of Brazil.

Art. 4 The Central Bank of Brazil may, during the analysis of the authorization request, adopt the following measures:

• I - request any additional documents and information it deems necessary for the decision on the request, including from authorities abroad; and

• II - summon the controllers and administrators for clarifications and provision of additional information.

Art. 5 The Central Bank of Brazil may deny the authorization request addressed in this Circular, if it verifies:

• I - a circumstance that may affect the reputation of the members of the control group; or

• II - falsity or discrepancy in the declarations or documents submitted in the instruction of the process.

Sole paragraph. In the cases addressed in the caput, the Central Bank of Brazil will grant a period for the interested parties to manifest.

Art. 6 The Central Bank of Brazil may archive the authorization requests addressed in this Circular when requests for the submission of additional documents, provision of information, and appearance for clarifications are not met, within the period it establishes.

Art. 7 The process will be considered regularly instructed only when all necessary documentation, as well as pertinent information, is fully submitted to the Central Bank of Brazil.

Art. 8 The Central Bank of Brazil will communicate to the real estate credit securitization company the result of the analysis of the authorization request addressed in this Circular, including the motivation, in the case of denial.

Art. 9 The transfer of corporate control of the real estate credit securitization company and the replacement of the director designated in the form of art. 3, item V, must be communicated to the Central Bank of Brazil within fifteen days counted from the date of the respective act, deliberation or event.

§ 1 In cases of transfer of corporate control, the communication addressed in the caput must be accompanied by the documentation provided for in items VI and VII of art. 3 of this Circular.

§ 2 The provisions of this article also apply to any direct or indirect change in the control group that may imply a change in the effective management of the institution's business, arising from:

• I - shareholders' or quotaholders' agreement;

• II - inheritance and acts of disposition of will, such as donation, advancement of legitime and constitution of usufruct; or

• III - act, isolated or together, of any person, natural or legal, or group of persons representing common interest.

Art. 10 The Central Bank of Brazil, prior to the cancellation addressed in § 4 of art. 59 of Resolution No. 4.598, of 2017, will initiate an administrative process, notifying the real estate credit securitization company for manifestation.

Art. 11 The cancellation of the authorization addressed in this Circular at the request of the real estate credit securitization company is conditioned on its effective dismissal or replacement from the function of fiduciary agent, under the terms of Resolution No. 4.598, of 2017.

Art. 12. The document templates for the instruction of the processes dealt with in this Circular must be included in the Organization Manual of the Financial System (Sisorf).

Art. 13. This Circular enters into force on the date of its publication.

Otávio Ribeiro Damaso Director of Regulation