CVM Instruction No. 528 of October 23, 2012

CVM INSTRUCTION NO. 528, OF OCTOBER 23, 2012

Amends CVM Instruction No. 472, of October 31, 2008, which provides for the constitution, administration, operation, public offering and distribution of quotas, and the disclosure of information of Real Estate Investment Funds – FII, and amends Annex III-B of CVM Instruction No. 400, of December 29, 2003.

The INTERIM PRESIDENT OF THE SECURITIES AND COMMODITIES COMMISSION – CVM makes public that the Collegiate Body, in a meeting held on October 10, 2012, based on arts. 8, item I, and 19, § 5, of Law No. 6,385, of December 7, 1976, and art. 4 of Law No. 8,668, of June 25, 1993, APPROVED the following Instruction:

Art. 1. Arts. 15, 31 and 47 of CVM Instruction No. 472, of October 31, 2008, shall enter into force with the following wording:

“Art. 15. ...
...
XXIII – exercise of voting rights in fund’s corporate participations; XXIV – rules and deadlines for capital calls, observing the provisions in the investment commitment; and XXV – the hiring of a market maker for the FII quotas, if applicable.” (NR)

“Art. 31. ...
...
II – specialized consulting, involving the analysis, selection and evaluation of real estate developments and other assets to integrate the fund’s portfolio;

CVM INSTRUCTION NO. 528, OF OCTOBER 23, 2012
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III – specialized company to administer the leases or rentals of developments comprising its property, the exploration of surface rights and the commercialization of the respective real estate; and IV – market maker for the fund’s quotas. Sole paragraph. The services referred to in items I, II and III of this article may be provided by the administrator itself or by third parties, provided that, in any case, they are duly qualified.” (NR)

“Art. 47. ...
...
VIII – fees and expenses related to the activities provided for in items II, III and IV of art. 31; ...” (NR)

Art. 2. CVM Instruction No. 472, of 2008, shall enter into force amended with art. 31-A, with the following wording:

“Art. 31-A The market maker service may be provided by legal entities duly registered with the administrative entities of organized markets, observing the current regulation. § 1. The administrator and the manager are prohibited from performing the function of market maker for the fund’s quotas. § 2. The hiring of related parties to the administrator and the manager of the fund to perform the function of market maker must be submitted to prior approval by the general meeting of quota holders in accordance with art. 34. § 3. The hiring of a market maker or the termination of the service must be disclosed as a relevant fact in accordance with art. 41.” (NR)

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Art. 3. Annex III-B of CVM Instruction No. 400, of December 29, 2003, shall enter into force with the following wording:

“...
6.3 If applicable, information on the date of approval by the administrative entity of the organized market of the request for admission to trading of the fund’s issued quotas, conditioned only on obtaining the registration with the CVM;
6.4 If applicable, information on the market makers authorized to trade the fund’s quotas;
6.5 If the administrator has hired a market maker for the fund’s quotas, information that the maintenance of this service is not mandatory.” (NR)

Art. 4. The general meeting of quota holders of FII already operating on the date of publication of this Instruction may amend their bylaws to include the provision for hiring the market maker service, adopting the quorum provided for in the caput of art. 20, of CVM Instruction No. 472, of 2008.

Art. 5. This Instruction enters into force on the date of its publication.

Signed original by
OTAVIO YAZBEK
Interim President