Resolution CMN No. 4598 — Regulates the Issuance of Guaranteed Real Estate Notes (LIG) by Financial Institutions

The Central Bank of Brazil, pursuant to Article 9 of Law No. 4,595 of December 31, 1964, makes public that the National Monetary Council, in an extraordinary session held on August 29, 2017, based on Articles 4, items VI and VIII, of the aforementioned Law, and Articles 66, 67, 79, 80, 84, 85, 89, and 91 of Law No. 13,097 of January 19, 2015,

R E S O L V E D:

CHAPTER I

ON THE OBJECT AND SCOPE OF APPLICATION

Article 1. This Resolution regulates the issuance of Guaranteed Real Estate Note (LIG), a negotiable, transferable, and freely negotiable credit instrument, secured by an asset portfolio subject to a fiduciary regime.

Article 2. The LIG may only be issued by multiple banks, commercial banks, investment banks, credit, financing and investment companies, savings banks, mortgage companies, and savings and loan associations.

CHAPTER II

ON THE GENERAL CONDITIONS FOR LIG ISSUANCE

Article 3. The issuing institution is subject to compliance with the following conditions:

I - the sum of the values of the assets comprising the asset portfolios may not exceed:

a) 10% (ten percent) of the total assets of the issuing institution classified in Segment 1 (S1), according to the regulation that governs the segmentation of the set of financial institutions and other institutions authorized to operate by the Central Bank of Brazil for the purpose of applying prudential regulation proportionally; and

b) 30% (thirty percent) of the total assets of the issuing institution classified in the other segments established by the regulation referred to in item “a”;

II - compliance with the minimum requirements for Reference Equity, Level I, and Core Capital.

§ 1. Non-compliance with the conditions mentioned in the main text implies suspension of new LIG issuances by the issuing institution.

§ 2. For the purposes of item I of the main text, the value of the issuing institution's assets must be calculated based on the Individual Analytical Balance Sheet, in accordance with current regulations.

Article 4. Issuing institutions must ensure that their internal control and risk management processes are adequate to the requirements related to the LIG issuance process.

Article 5. The issuing institution and the fiduciary agent must designate to the Central Bank of Brazil the respective director responsible for the LIG issuance operation.

Sole paragraph. For the purposes of the main text, it is admitted that the designated director performs other functions within the institution, except those related to the administration of third-party resources, internal audit, internal controls, or others that may imply a conflict of interest or represent a deficiency in the segregation of functions.

CHAPTER III

ON THE GENERAL CHARACTERISTICS OF THE LIG

Article 6. The remuneration of the LIG may be based on fixed or floating interest rates, combined or not, as well as other rates, provided they are publicly known and regularly calculated.

§ 1. The issuance of LIG with the following provisions is admitted:

I - periodic payment of earnings and principal; and

II - update of its nominal value based on a price index or exchange rate variation, publicly known and regularly calculated.

§ 2. The LIG may generate a redemption value lower than its issuance value, due to its remuneration criteria.

§ 3. Update by a price index may be performed monthly, provided that the maturity of the LIG is not less than 36 months.

§ 4. For the purposes of § 3, the payment of values related to the update, accrued since issuance, is prohibited when redemption, total or partial, occurs before the 36-month term.

Article 7. The LIG must be issued with a weighted average term of at least 24 months.

Sole paragraph. For the purposes of the main text, the average of the terms of each principal and interest maturity must be calculated in calendar days, weighted by their respective nominal values, without considering any index projection.

Article 8. The issuing institution is prohibited from redeeming or repurchasing the LIG, total or partial, before twelve months, counted from the issuance date.

Sole paragraph. The provision of the main text does not apply when early redemption or repurchase occurs to meet the sufficiency, term, and liquidity requirements established in Sections III to V of Chapter VII, or to restore the limit referred to in Article 3, item I.

Article 9. The issuing institution must establish the conditions for early redemption and repurchase of the LIG, observing equitable and transparent criteria that preserve the equality of rights among investors.

Article 10. Early maturity of LIGs is prohibited, except in the case of recognition of insolvency of the asset portfolio, according to the conditions established in Article 36.

Article 11. The issuing institution must prepare the LIG Issuance Term containing the conditions related to the LIG operation or LIG Issuance Program, as per Article 15, specifying the rights and obligations of the parties involved, including:

I - the rules and conditions of the Special Amortization Regime referred to in Chapter IV;

II - the Asset Portfolio Administration Transition Plan, as per Article 46;

III - the conditions for early redemption and repurchase of LIGs;

IV - the rules governing the functioning of the general assembly of LIG holders, highlighting the conditions for convening, installation, and deliberation;

V - the proportion of the values of real estate credit operations referred to in Article 20, relative to the total value of real estate credits in the asset portfolio, indicating the portfolio profile according to the predominance of the type of real estate credit operation, and highlighting its residential or non-residential nature; and

VI - the value of the fiduciary agent's remuneration, as well as the periodicity and payment conditions.

Sole paragraph. The LIG Issuance Term must:

I - be registered, for declaratory purposes, in an entity authorized by the Central Bank of Brazil to perform the centralized deposit activity, in accordance with Law No. 12,810 of May 15, 2013, and published in a specific section on the issuing institution's website, publicly accessible and easily located;

II - make express reference to the channels for accessing documents that govern the methodologies, processes, criteria, and procedures for operational controls adopted for the purpose of administering the asset portfolio; and

III - be reviewed whenever there are changes in information and conditions related to the LIG or the LIG Issuance Program, with the update being subject to publication as per this paragraph.

CHAPTER IV

ON THE SPECIAL AMORTIZATION REGIME

Article 12. The Special Amortization Regime, provided for in the LIG Issuance Term, will apply to LIGs in the event of one of the hypotheses provided for in Article 47, when the payment of LIG principal is not made at the original maturity.

Sole paragraph. The establishment of a differentiated Special Amortization Regime between series of the same LIG Issuance Program is prohibited.

Article 13. The Special Amortization Regime may provide for the postponement of the maturity dates for LIG principal payments.

§ 1. The establishment of the following is prohibited:

I - distinct postponement terms for LIG principal payments secured by the same asset portfolio, except in the case of postponing payments to the same final date;

II - maturity of the postponed payment on a date later than the last maturity of the assets comprising the asset portfolio.

§ 2. The principal payment may undergo only one postponement of its maturity date.

§ 3. The postponed payment must have priority, until the new maturity date, over all other principal payments due in the period.

Article 14. The Special Amortization Regime must provide, at minimum:

I - the payment conditions for obligations related to LIGs, including in the case of early maturity referred to in Article 58;

II - the postponement term for the maturity dates of principal payments, if such provision exists; and

III - the conditions for the fiduciary agent's action in administering the asset portfolio, observing the provisions of Chapter VIII, Section II.

§ 1. The payment conditions referred to in item I of the main text must be established in a manner that does not create privileges among investors.

§ 2. The issuing institution, in exercising the administration of the asset portfolio, may propose changes to the Special Amortization Regime, which are subject to approval in a general assembly of LIG holders.

CHAPTER V

ON THE LIG ISSUANCE PROGRAM

Article 15. Institutions referred to in Article 2 may establish an LIG Issuance Program.

§ 1. Institutions may only perform issuances of series, composed of one or more LIGs secured by the same asset portfolio, through the LIG Issuance Program.

§ 2. For the purposes of the main text, institutions must register the LIG as referred to in Article 17, adding, at minimum, the following information:

I - identification of the LIG Issuance Program;

II - total nominal value of the LIG Issuance Program, if applicable; and

III - term of the LIG Issuance Program, if applicable.

Article 16. LIGs comprising the same series must have identical characteristics regarding nominal value, interest rate, issuance and maturity dates, as well as form, periodicity, and place of payment.

Sole paragraph. The issuance of a series of LIGs will be performed by completing the registration referred to in Article 17 with, at minimum, the following information regarding the issued series:

I - series identification; and

II - serial numbers of the LIGs comprising the issued series.

CHAPTER VI

ON THE REGISTRATION AND DEPOSIT OF THE LIG AND ASSET PORTFOLIO

Article 17. The issuance of the LIG must be carried out through constitutive registration in a central depository authorized to perform the activity by the Central Bank of Brazil, in accordance with Law No. 12,810 of 2013.

§ 1. The registration mentioned in the main text must contain, at minimum, the following information:

I - the denomination “Guaranteed Real Estate Note”;

II - identification of the issuing financial institution;

III - identification of the holder;

IV - serial number, place, and date of issuance;

V - nominal value;

VI - maturity date;

VII - interest rate, fixed or floating, capitalization admitted;

VIII - other forms of remuneration, if applicable, including based on indices or publicly known rates;

IX - exchange rate variation correction clause, if applicable;

X - form, periodicity, and place of payment;

XI - identification of the asset portfolio;

XII - identification and value of real estate credits and other assets comprising the asset portfolio;

XIII - establishment of the fiduciary regime over the asset portfolio, in accordance with Law No. 13,097 of January 19, 2015;

XIV - identification of the fiduciary agent, indicating its obligations, responsibilities, and remuneration, as well as the hypotheses, conditions, and form of its dismissal or substitution and other conditions of its action;

XV - description of real or personal guarantee, if applicable;

XVI - rules and conditions of the Special Amortization Regime referred to in Chapter IV;

XVII - Asset Portfolio Administration Transition Plan, referred to in Chapter VIII, Section I, Subsection V;

XVIII - conditions for early redemption and repurchase of LIGs;

XIX - proportion of the values of real estate credit operations referred to in Article 19, relative to the total value of real estate credits in the asset portfolio, indicating the portfolio profile according to the predominance of the type of real estate credit operation, and highlighting its residential or non-residential nature; and

XX - LIG Issuance Term.

§ 2. For the purposes of item XIII of the main text, information must be included in the registry maintained by the central depository that allows clear identification regarding:

I - establishment of the fiduciary regime over the assets comprising the asset portfolio;

II - establishment of affected equity, integrated by the entirety of the assets of the asset portfolio subject to the fiduciary regime; and

III - allocation of the assets comprising the asset portfolio as collateral for the LIGs.

Article 18. The LIG must be deposited in an entity authorized by the Central Bank of Brazil to perform the centralized deposit activity, in accordance with Law No. 12,810 of 2013.

§ 1. The assets comprising the asset portfolio must be subject to:

I - deposit in the entity referred to in the main text, except as provided in § 3; or

II - registration in an entity authorized by the Central Bank of Brazil to perform the activity of registering financial assets and securities, provided they are allocated for the purpose of composing the asset portfolio.

§ 2. National Treasury issuance titles deposited in the Special Settlement and Custody System (Selic) must be allocated for the purpose of composing the asset portfolio.

§ 3. The registration of derivative instruments comprising the asset portfolio must occur in accordance with current regulations, observing that such instruments must:

I - have their own account, which does not coincide with the issuing institution's account; and

II - be allocated for the purpose of composing the asset portfolio.

CHAPTER VII

ON THE ASSET PORTFOLIO

Section I

On Eligibility Requirements

Article 19. The asset portfolio may only be integrated by:

I - real estate credits;

II - National Treasury issuance titles;

III - derivative instruments; and

IV - financial resources derived from the assets comprising the asset portfolio.

Article 20. For the purposes of this Resolution, real estate credits are considered those constituted through the following operations:

I - financing for the acquisition of residential or non-residential property;

II - financing for the construction of residential or non-residential property;

III - financing to legal entities for the production of residential or non-residential properties; and

IV - loan to natural persons with mortgage guarantee or with fiduciary alienation clause of residential real estate.

§ 1. Real estate credit may only be included in the asset portfolio if:

I - performing;

II - free of any type of encumbrance, except those related to the guarantee of the rights of LIG holders;

III - secured by first-degree mortgage or fiduciary alienation of real property, in the cases of items I, II, and IV of the main text;

IV - the real estate development object of the credit operation, in the case of item III of the main text, is subject to the allocation regime referred to in Article 31-A of Law No. 4,591 of December 16, 1964;

V - the credit risk classification of the operation is not lower than “B”, according to current regulations;

VI - meets the limits established in §§ 2 and 3 of this article, observing the nature of the operation;

VII - in the case of operations with natural persons as per items I and II of the main text, the financing must have insurance coverage, at minimum, for the risks of death and permanent disability of the borrower and physical damage to the property, in accordance with current regulations;

VIII - in the case of the operation mentioned in item III of the main text, there is insurance coverage, at minimum, for physical damage to the property and contractor's civil liability, in accordance with current regulations; and

IX - represented by its full value.

§ 2. The ratio between the updated nominal value of the operation, including principal and ancillary expenses, and the appraisal value of the respective collateral, on the date of contracting, may not exceed the limit of:

I - 80% (eighty percent), in the operations mentioned in items I and II of the main text, in the case of residential properties;

II - 60% (sixty percent), in the operations mentioned in items I and II of the main text, in the case of non-residential properties; and

III - 60% (sixty percent), in the operations mentioned in item IV of the main text.

§ 3. The ratio between the updated nominal value of the financing mentioned in item III of the main text and the production cost of the property may not exceed the limit of 80% (eighty percent).

Article 21. The verification of the provisions of §§ 2 and 3 of Article 20 must be carried out, at maximum, every three years.

Sole paragraph. For the purposes of the main text, the value of the collateral must be calculated by:

I - new appraisal of the property, observing the provisions in current legislation and regulations; or

II - own methodology, based on consistent, documented, and verifiable criteria, premises, and procedures.

Article 22. Only National Treasury issuance titles admitted for committed operations with the Central Bank of Brazil may comprise the asset portfolio.

Article 23. The derivative instrument may only comprise the asset portfolio if:

I - it is intended exclusively for hedge, in accordance with current regulations; and

II - it does not have an early maturity clause related to the hypotheses provided for in Article 47.

Sole paragraph. The LIG issuer must ensure that, in the hypotheses provided for in Article 47, the contractual instruments and operational procedures related to the administration of the assets comprising the asset portfolio provide for and enable effective management by the fiduciary agent:

I - open positions in derivatives;

II - contractual guarantees related to derivative instruments; and

III - encumbrances and liens established in derivative instruments.

Article 24. Assets that cease to meet eligibility requirements will be disregarded for the purpose of verifying compliance with composition, sufficiency, liquidity, and term requirements.

Sole paragraph. Regarding the eligibility requirement established in:

I - Article 20, § 1, item I, only real estate credits with delays equal to or greater than sixty days will be disregarded; and

II - Article 20, § 1, item VI, only the amount exceeding the limits referred to in the same provision will be disregarded.

Section II

On the Composition Requirement

Article 25. The sum of the updated nominal values of real estate credits, including the value of derivative instruments, must represent, at minimum, 80% (eighty percent) of the total updated nominal value of the asset portfolio.

Article 26. Issuing institutions are prohibited from altering the profile of their asset portfolio as defined in the Issuance Term, as per Article 11, item V.

Section III

On the Sufficiency Requirement

Subsection I

General Provisions

Article 27. The asset portfolio must be sufficient to meet the commitments related to the LIGs guaranteed by it, including the payment of principal and interest, as well as obligations arising from derivative instruments comprising the portfolio and the fiduciary agent's remuneration, in the hypotheses provided for in Article 47.

Article 28. The asset portfolio sufficiency requirement is met if:

I - the sum of the updated nominal values of the assets comprising the asset portfolio exceeds by, at minimum, 5% (five percent) the sum of the updated nominal values of the payment commitments of the LIGs guaranteed by it and the fiduciary agent's remuneration; and

II - the sum of the present values of the assets comprising the asset portfolio corresponds, at minimum, to the sum of the present values of the payment commitments of the LIGs guaranteed by it and the fiduciary agent's remuneration, when subjected to stress tests.

§ 1. The sufficiency requirement must be calculated considering the effects of derivative instruments comprising the asset portfolio.

§ 2. The result of each stress test is measured by the ratio between the present values referred to in the main text, item II.

§ 3. For the purpose of verifying compliance with the sufficiency requirement referred to in the main text, item II, the stress test resulting in the lowest ratio referred to in § 2 must be considered.

Subsection II

On Stress Tests

Article 29. The issuing institution must perform stress tests capable of measuring the impact of the main risk factors to which the asset portfolio is exposed regarding compliance with the sufficiency requirement.

§ 1. For the purposes of the main text, at minimum, interest rate risk and, when applicable, exchange rate risk must be considered.

§ 2. The frequency of stress tests must be, at maximum, quarterly.

§ 3. The holding period of the stress tests must be, at minimum, equal to the frequency referred to in § 2.

Article 30. Stress tests must be performed by the issuing institution through its own methodology, based on consistent, documented, and verifiable criteria, premises, and procedures, considering:

I - rates, indices, terms, and other relevant information related to the nature and complexity of the asset portfolio and the LIGs guaranteed by it;

II - individual effects of risk factors, as well as the interaction between these factors;

III - historical elements represented by historical series of the values of each risk factor comprising, at minimum, the five years preceding the date of the test;

IV - hypothetical elements that consider new information and possibilities of emerging risks not incorporated by historical elements;

V - effects resulting from scenarios that simulate extreme market conditions on each of the risk factors, incorporating correlation effects;

VI - interest rate term structure, as a risk factor, using, at least, the same vertices defined for the purpose of calculating present values, as per Article 35;

VII - asymmetries, non-linearities, and breaks in correlations and other premises; and

VIII - counterparty risk, regarding derivative instruments, when applicable.

Section IV

On the Term Requirement

Article 31. The weighted average term of the asset portfolio may not be less than the weighted average term of the LIGs guaranteed by it, calculated in accordance with Article 7, sole paragraph.

§ 1. For the purposes of the main text, the weighted average term of the asset portfolio is given by the average of the weighted average terms of its assets, excluding derivative instruments, weighted by their respective nominal values.

§ 2. The average term of each asset is given by the average of the terms of each principal and interest maturity, weighted by their respective nominal values on the calculation date, without considering any index projection.

§ 3. The term of each principal and interest maturity is given by the number of calendar days between the calculation date and the respective maturity date, excluding the calculation date and including the maturity date.

Section V

On the Liquidity Requirement

Article 32. The asset portfolio must contain liquid assets in a value corresponding to the commitments related to the LIGs guaranteed by it, due within the next 180 days.

§ 1º Liquid assets are considered to be securities issued by the National Treasury and financial funds, as referred to in items II and IV of art. 19.

§ 2º In the event that there is payment of principal of the LIG among the commitments due in the next 180 days, it is admitted, for the purpose of meeting the liquidity requirement, that the percentage mentioned in art. 25 be at least 50% (fifty percent).

Art. 33. For the purposes of the provisions of art. 32, the sum of the value of liquid assets cannot be less than the highest accumulated value of the expected daily net payment flows, considering the 180 days subsequent to the date of verification referred to in art. 41.

§ 1º The expected daily net payment flow corresponds to the daily difference between the expected payments of the commitments mentioned in art. 27 and the expected receipts of interest, principal, amortizations, and any other gains associated with real estate credits and derivative instruments that make up the asset portfolio.

§ 2º The value of securities issued by the National Treasury corresponds to the book value according to the Accounting Plan of the Institutions of the National Financial System (Cosif), and the criterion applicable to assets classified in the category “trading securities” must be adopted.

§ 3º The expected daily net payment flow must be calculated by the issuing institution through a methodology based on consistent, documented, and verifiable criteria, premises, and procedures.

Section VI

On the Value of Assets

Art. 34. For the purpose of verifying compliance with the requirements of this Chapter, the updated nominal value of the LIGs and the assets that make up the asset portfolio must correspond to their respective book value, calculated according to the criteria established in Cosif.

§ 1º The value of real estate credits must be calculated considering their respective accounting provisions.

§ 2º In the case of securities issued by the National Treasury, the criterion applicable to assets classified in the category “held-to-maturity securities” must be adopted.

Art. 35. The present values referred to in this Resolution must be calculated by the issuing institution from its own methodology, based on consistent, documented, and verifiable criteria, premises, and procedures, which must:

I - consider rates, indices, terms, and other relevant information related to the nature and complexity of the asset portfolio and its respective LIGs; and

II - establish that the financial flows of the assets comprising the asset portfolio, including those of derivative instruments and their respective LIGs, be:

a) grouped by asset type;

b) segregated by market risk factor;

c) evaluated at their respective market values, based on a market valuation methodology or pricing model valuation, observing criteria established in current regulation; and

d) allocated to vertices.

Sole Paragraph. In the definition of the vertices referred to in item “d” of item II of the main text, the issuing institution must consider the characteristics and terms of the LIGs and the assets that make up the asset portfolio in determining their quantity and distribution.

Section VII

On the Insolvency of the Asset Portfolio

Art. 36. The asset portfolio must be considered in a situation of insolvency when at least one of the following conditions occurs under the administration of the fiduciary agent:

I - default in the payment of LIG, defined as:

a) delay in principal payment exceeding two business days counted from the due date, in the case of Special Amortization Regime that does not provide for the possibility of its postponement;

b) delay in principal payment exceeding two business days counted from the new due date, in the case of Special Amortization Regime that provides for the possibility of postponing the originally agreed principal due dates; or

c) delay in payment of the commitments related to the LIG referred to in art. 57, § 2º, except for the payment of principal; or

II - non-compliance with the sufficiency requirement, referred to in art. 56, for two consecutive verification periods.

Section VIII

General Provisions

Art. 37. The methodologies adopted for calculating the present value and for conducting stress tests must be formally subject to periodic evaluation by the issuing institution, considering the adequacy and robustness of the criteria and premises used.

§ 1º The periodic evaluation referred to in the main text must be carried out at least annually, or whenever there is a relevant change in the criteria, premises, and results.

§ 2º The fiduciary agent must be informed of the methodologies referred to in the main text, as well as of the relevant changes in their criteria and premises.

Art. 38. The issuing institution may establish, when issuing LIGs, eligibility, composition, sufficiency, term, and liquidity requirements more stringent than those established in this Chapter, in which case they shall serve as reference for all purposes provided for in this Resolution.

Sole Paragraph. In the cases provided for in art. 47, the provisions of the main text apply to the sufficiency and liquidity requirements.

Art. 39. Non-compliance with the asset portfolio requirements referred to in this Chapter implies the suspension of new LIG issuances by the issuing institution.

Sole Paragraph. It is up to the Central Bank of Brazil to authorize new LIG issuances, provided that compliance with the requirements referred to in the main text is demonstrated.

CHAPTER VIII

ON THE ADMINISTRATION OF THE ASSET PORTFOLIO

Section I

On Administration by the Issuing Institution

Subsection I

General Provisions

Art. 40. The issuing institution, in the administration of the asset portfolio, must:

I - keep permanently updated the information relating to the registration or deposit of the assets comprising the asset portfolio and the LIGs guaranteed by it;

II - define and document the methodologies adopted to meet the asset portfolio requirements;

III - establish procedures and controls related to the maintenance and release of financial resources derived from the assets comprising the asset portfolio, for the purposes of the provisions of art. 45, in the event of non-establishment of the Liquidity Reserve referred to in art. 44;

IV - take the necessary measures to preserve the fiduciary regime;

V - keep all documentation related to the asset portfolio and the LIGs guaranteed by it updated;

VI - ensure the fiduciary agent access to the information and documents necessary for the performance of its duties;

VII - make available on the internet documentation relating to the methodologies adopted to meet the asset portfolio requirements;

VIII - stipulate and revise, jointly with the fiduciary agent, the Transition Plan for the Administration of the Asset Portfolio;

IX - provide adequate representation at the general meeting of investors holding LIGs, when requested;

X - maintain accounting controls that allow:

a) the identification of the assets comprising the asset portfolio;

b) the identification of the financial resources derived from the assets of the asset portfolio;

c) the verification of compliance with the condition for the issuance of LIG referred to in art. 3, item I;

d) the verification of compliance with the asset portfolio requirements, as provided in Chapter VII; and

e) the identification of securities issued by the National Treasury components of the Liquidity Reserve, if it opts for the option provided in art. 44;

XI - disclose, in explanatory notes to the financial statements, information that evidences the situation of the asset portfolio, regarding compliance with the requirements established in this Resolution, the LIGs guaranteed by it, as well as the percentage relationship between the sum of the assets that make up the asset portfolio and the total asset of the institution; and

XII - convene the general meeting of investors holding LIGs, in the cases referred to in art. 62.

Subsection II

On the Verification of Compliance with the Asset Portfolio Requirements

Art. 41. The verification of compliance with the eligibility, composition, sufficiency, term, and liquidity requirements, relating to the asset portfolio, must be carried out on the fifth business day of each month, based on the information from the last day of the previous month.

§ 1º The frequency of the verification of compliance with the sufficiency requirement submitted to the stress test must be the same as that of the realization of the test.

§ 2º Non-compliance with the requirements referred to in the main text must be corrected within two business days after the verification date, through the substitution or reinforcement of assets, as well as the repurchase or early redemption of LIGs.

§ 3º The repurchase or early redemption of LIGs referred to in § 2º must observe the provisions of arts. 8º and 9º.

§ 4º The correction mentioned in § 2º must be verified taking as a basis the new composition of the asset portfolio and the obligations related to the LIGs guaranteed by it, considering the parameters used in the original verification and the values of the assets relating to the last day of the previous month.

Art. 42. The issuing institution must send to the fiduciary agent, by the date referred to in art. 41, § 2º, the information relating to the verification of compliance with the asset portfolio requirements, including:

I - the result of the verification carried out on the fifth business day of the month;

II - the detail of the substitutions or reinforcements of assets, as well as the repurchases or early redemptions of LIGs, carried out in case of non-compliance with the requirements;

III - the result of the new verification, after adoption of the measures referred to in item II; and

IV - the result of the verification of sufficiency of the Liquidity Reserve referred to in art. 44, in the case of its establishment, or of the control of the maintenance and release of financial resources derived from the assets comprising the asset portfolio, in accordance with art. 40, item III, for the purposes of the provisions of art. 44.

Subsection III

On the Substitution of Assets and Reinforcement of the Asset Portfolio

Art. 43. The issuing institution must reinforce the asset portfolio or substitute the assets comprising it whenever there is non-compliance with the requirements referred to in Chapter VII or by determination of the Central Bank of Brazil due to non-compliance with provisions contained in current legislation and regulation.

Sole Paragraph. The issuing institution must carry out the substitution of the assets that make up the asset portfolio whenever there is incurable non-compliance with the eligibility requirement.

Art. 44. It is optional for issuing institutions to substitute the financial resources derived from the assets comprising the asset portfolio with securities issued by the National Treasury, which will constitute a Liquidity Reserve.

§ 1º The sum of the market values of the securities that make up the Liquidity Reserve must correspond, at least, to the estimate of receipt of financial resources derived from the assets that make up the asset portfolio.

§ 2º The estimate referred to in § 1º must:

I - be carried out considering the expected receipts of financial resources from the assets in the period between the dates of verification of compliance with the asset portfolio requirements, referred to in art. 41; and

II - observe the same methodology referred to in art. 33, § 3º.

§ 3º The securities that make up the Liquidity Reserve must:

I - be part of the asset portfolio;

II - observe the eligibility requirements;

III - be deposited in Selic and identified in the manner of art. 18, § 2º, for the purposes provided for in the main text;

IV - be affected as collateral for the LIGs; and

V - be disregarded for the purpose of calculating the composition, sufficiency, term, and liquidity requirements of the asset portfolio, except for the provisions of § 6º.

§ 4º The financial resources derived from the securities that make up the Liquidity Reserve must be considered for the calculation of the estimate referred to in § 2º.

§ 5º The issuing institution must reinforce the Liquidity Reserve with securities issued by the National Treasury whenever insufficiency is verified in relation to the estimate carried out in accordance with § 2º.

§ 6º The securities referred to in the main text may be considered for the purpose of the correction referred to in art. 41, § 2º, provided that there is no compromise of the sufficiency of the Liquidity Reserve.

Subsection IV

On the Release of Financial Resources from the Fiduciary Regime

Art. 45. The financial resources derived from the assets comprising the asset portfolio are released from the fiduciary regime, provided that the conditions of compliance with the due obligations of the LIGs guaranteed by it and compliance with the eligibility, composition, sufficiency, term, and liquidity requirements, relating to the asset portfolio, are observed.

§ 1º The issuing institution must establish procedures and controls related to the maintenance and release of financial resources derived from the assets comprising the asset portfolio, taking the necessary measures to preserve the fiduciary regime while compliance with the release conditions is not verified.

§ 2º The fiduciary agent must attest to the fulfillment of the conditions by the issuing institution for the purposes of the provisions of the main text.

Subsection V

On the Transition Plan for the Administration of the Asset Portfolio

Art. 46. The issuing institution must elaborate, jointly with the fiduciary agent, a Transition Plan for the Administration of the Asset Portfolio, to be implemented in the cases provided for in art. 47, providing, at minimum, on the following aspects:

I - governance mechanisms and procedures to be adopted to ensure the continuity of activities, operations, and services related to the administration of the asset portfolio;

II - communication actions to be carried out by the fiduciary agent with stakeholders;

III - barriers and risks that may affect the execution of the plan, including:

a) failures in the processing of financial resources derived from the assets comprising the asset portfolio; and

b) failures in the processing of principal, interest, and any other obligations related to the LIGs payments;

IV - mechanisms to be adopted to eliminate or mitigate the barriers and risks referred to in item III; and

V - hiring of third parties to provide services related to the administration of the asset portfolio, in accordance with art. 49, indicating, at minimum:

a) the scope of the service to be provided; and

b) the general information about the qualification required of the service provider to exercise the function.

Sole Paragraph. The plan referred to in the main text must be subject to review by the issuing institution and the fiduciary agent, during the period of administration of the asset portfolio by the issuing institution, observing a minimum annual frequency or whenever there are significant changes in the activities and operations related to the administration of the asset portfolio.

Section II

On Administration by the Fiduciary Agent

Subsection I

On the Circumstances of Investiture of the Fiduciary Agent

Art. 47. In the cases of decree of intervention, extrajudicial liquidation, or bankruptcy of the issuing institution, or of recognition of its state of insolvency by the Central Bank of Brazil, the fiduciary agent is invested with a mandate to administer the asset portfolio.

Subsection II

On the Hiring of an Independent Auditor

Art. 48. The fiduciary agent must hire an independent auditor to prepare, regarding the asset portfolio and the LIGs guaranteed by it, the following reports:

I - audit report, expressing its opinion on the information contained in the financial statement referred to in art. 65, item VII;

II - report on non-compliance with legal and regulatory provisions that have or may have relevant effects on the information referred to in item I; and

III - of another nature, which may be established by the Central Bank of Brazil.

Sole Paragraph. The auditor's reports must be prepared considering the same period and base date as the accounting statements of the issuing institution under intervention regime, extrajudicial liquidation, or bankruptcy, or whose state of insolvency is recognized by the Central Bank of Brazil.

Subsection III

On the Hiring of Service Providers

Art. 49. The fiduciary agent may hire, at its own expense, duly qualified third parties to provide services related to the administration of the asset portfolio, including:

I - management of portfolios of securities and financial assets;

II - treasury activities, control, and processing of securities and financial assets;

III - administration and collection activities of real estate credits; and

IV - custody of securities and financial assets, when applicable.

§ 1º The terms of hiring of the service providers referred to in the main text must be kept available to investors holding LIGs, together with the following information:

I - scope of the service to be provided; and

II - qualification of the contracted service provider.

§ 2º The service providers act on behalf of and under the guidelines of the fiduciary agent, who is responsible for ensuring the integrity, reliability, and security of the operations and activities carried out, as well as compliance with the legislation and current regulation.

Subsection IV

On the Segregation of Activities by the Fiduciary Agent

Art. 50. The exercise of the administration of the asset portfolio under the responsibility of the fiduciary agent must be segregated from the other activities exercised by it.

§ 1º For the purposes of the provisions of the main text, it must be:

I - ensured the proper use of facilities, equipment, and information common to more than one sector of the company; and

II - preserved confidential information and identified authorized personnel for due access.

§ 2º Conflicts of interest in the administration of the asset portfolio, apparent or potential, must be identified and eliminated.

§ 3º Formal procedures related to the segregation of functions and the management of conflicts of interest must be documented, ensuring wide internal and external dissemination.

Subsection V

On Admitted Operations and Business and the Application of Financial Resources Derived from the Asset Portfolio

Art. 51. It is permitted to the fiduciary agent, in the cases provided for in art. 47:

I - act as a counterparty, directly or indirectly, in transactions involving the asset portfolio; and

II - contract loans, with or without collateral of the assets that make up the asset portfolio, for the purpose of paying the obligations of the LIGs guaranteed by it.

Sole Paragraph. The documentation of the operations referred to in the main text must remain available to the Central Bank of Brazil.

Art. 52. It is prohibited to the fiduciary agent:

I - trade the assets comprising the asset portfolio under its administration for the purpose of generating service revenue for itself or for third parties; and

II - neglect, under any circumstances, the defense of the collective rights and interests of investors holding LIGs.

Art. 53. The resources derived from the assets comprising the asset portfolio must be used to meet the financial commitments and other charges associated with the LIGs, including administration costs and tax obligations, after which they can only be invested in:

I - federal public securities admitted for repo operations with the Central Bank of Brazil;

II - repo operations backed by federal public securities, in accordance with current regulation;

III - derivative contracts, for the specific purpose of hedge of the asset portfolio; and

IV - financial assets and securities that, according to regulation of the Central Bank of Brazil, add low risk to the asset portfolio.

Art. 54. The real estate credits that make up the asset portfolio can only be traded at a discount relative to their nominal value for the purpose of meeting the liquidity requirement referred to in art. 57.

§ 1º The condition for trading at a discount referred to in the main text does not apply to real estate credits whose credit risk classification cannot reach a concept equal to or higher than “B” due to an incurable defect.

§ 2º The negotiations referred to in this article cannot imply non-compliance with the sufficiency requirement of the asset portfolio, as established in art. 56.

Subsection VI

On the Verification of Compliance with the Sufficiency and Liquidity Requirements of the Asset Portfolio

Art. 55. The fiduciary agent must verify compliance with the sufficiency and liquidity requirements of the asset portfolio, as established in this Subsection.

§ 1º The verification must be carried out on the tenth business day of each month, based on the information from the last day of the previous month.

§ 2º The securities issued by the National Treasury referred to in art. 44 are considered for the purpose of calculating the requirements referred to in the main text.

Art. 56. The sufficiency requirement of the asset portfolio is met if the sum of the updated nominal values of the assets that make up the asset portfolio is greater than or equal to the sum of the updated nominal values of the payment commitments of the LIGs guaranteed by it and the other obligations related to administration.

§ 1º The nominal values referred to in the main text must be calculated in accordance with the provisions of art. 34.

§ 2º The sufficiency requirement must be calculated considering the effects of the derivative instruments that make up the asset portfolio.

Art. 57. The liquidity requirement is met if the sum of the value of the liquid assets that make up the asset portfolio is not less than the highest accumulated value of the expected daily net payment flows, considering the 180 days subsequent to the date of verification referred to in art. 55, § 1º.

§ 1º Liquid assets are considered:

I - securities issued by the National Treasury, referred to in art. 19, item II, with the exception of securities given as collateral for operations carried out by the fiduciary agent in the administration of the asset portfolio; and

II - financial funds.

§ 2º The expected daily net payment flow corresponds to the daily difference between the expected payments of the commitments related to the LIGs and the expected receipts of interest, principal, amortizations, and any other gains associated with the assets that make up the asset portfolio, except for the assets referred to in § 1º, item I.

§ 3º The value of securities issued by the National Treasury corresponds to the book value according to Cosif, and the criterion applicable to assets classified in the category “trading securities” must be adopted.

§ 4º The expected daily net payment flow must be calculated by the fiduciary agent through the methodology mentioned in art. 33, § 3º.

Subsection VII

On the Early Maturity of the LIG

Art. 58. The insolvency of the asset portfolio determines the early maturity of all LIGs guaranteed by it.

§ 1º In the case referred to in the main text, the due date of the LIGs must correspond:

I - on the second business day of delay in principal payment, in the cases covered by Article 36, item I; or

II - on the date of verification of non-compliance with the sufficiency requirement for the second consecutive period, in the case covered by Article 36, item II.

§ 2º The payment conditions for obligations related to LIGs must be established in accordance with the criteria defined in the Special Amortization Regime for the case of early maturity.

CHAPTER IX

OF THE TRUSTEE

Section I

Of the Requirements

Art. 59. In addition to the financial institutions identified in Article 2, the following institutions may act as trustee under the terms established in this Resolution:

I - real estate credit securitization companies;

II - securities brokerage firms; and

III - securities distribution companies.

§ 1º The institutions referred to in the caput, to exercise the function of trustee, must meet the following requirements:

I - have in their corporate object the exercise of the activity of administering third-party assets and holdings;

II - hold registration as a securities portfolio administrator with the Securities and Exchange Commission (CVM);

III - have net equity equivalent to at least R$1,500,000.00 (one million and five hundred thousand reais); and

IV - notify the Central Bank of Brazil, in the manner regulated by it, of its acting as trustee for each issuance of LIG, or in each LIG Issuance Program.

§ 2º The requirement set forth in § 1º, item II, is waived in the event that the institution is part of a prudential conglomerate in which there is an institution holding said registration.

§ 3º Real estate credit securitization companies depend on prior authorization from the Central Bank of Brazil to exercise the function of trustee.

Art. 60. It is prohibited for an entity linked to the issuing institution to exercise the activity of trustee.

Sole Paragraph. For the purposes of the provision in the caput, the issuing institution and the trustee are considered linked when there is:

I - direct or indirect participation equivalent to 10% (ten percent) or more in shares or quotas representing voting social capital, held by one of the institutions or by their respective administrators and shareholders in relation to the other;

II - shareholder or quota-holder agreements related to voting rights or partner rights that ensure to one of the institutions or to their respective administrators and shareholders, individually or cumulatively, predominance in the social deliberations of the other institution or the power to elect or remove the majority of its administrators; or

III - effective operational control of one institution over the other, characterized by common administration or management or by acting in the market under the same brand, trade name, or establishment title.

Art. 61. The remuneration of the trustee in the cases provided for in Article 47 may be distinct from that applicable during the administration of the asset portfolio by the issuing institution.

Section II

Of the Replacement of the Trustee

Art. 62. The trustee may only be removed or replaced:

I - for reasons of resignation;

II - in case of impediment, intervention, declaration of bankruptcy, dissolution, or judicial or extrajudicial liquidation, as well as the recognition of insolvency status by the Central Bank of Brazil;

III - by determination of the Central Bank of Brazil, in the cases covered by Article 81 of Law No. 13,097, of 2015;

IV - due to proposal by the issuing institution, subject to deliberation by the general assembly of LIG holders; and

V - by deliberation of the general assembly of LIG holders, in the occurrence of one of the cases provided for in Article 47.

§ 1º The issuing institution must establish, contractually, the minimum period for which the trustee must remain in the exercise of its functions after notification of its resignation.

§ 2º The issuing institution, in the cases covered by the caput, items I, II, and III, while administering the asset portfolio, must:

I - appoint a provisional substitute, whose confirmation in the function of trustee is subject to deliberation by the general assembly of LIG holders; and

II - convene the general assembly of LIG holders, observing the maximum deadline for replacement referred to in § 3º and the minimum notice period for convening, to deliberate on the confirmation of the provisional substitute in the function of trustee.

§ 3º The trustee must be replaced:

I - by the end of the minimum stay period referred to in § 1º, in the case covered by the caput, item I; or

II - within thirty days, in the cases covered by the caput, items II and III.

§ 4º In the occurrence of one of the cases provided for in Article 47, the general assembly of LIG holders intended to choose a new trustee, due to the provisions of items I, II, and III of the caput, must be convened by the trustee to be replaced, or, in their omission, in the terms regulated in the Issuance Deed, observing the maximum deadline for replacement referred to in § 3º and the minimum notice period for convening.

§ 5º In exceptional cases, the Central Bank of Brazil may proceed to convene the assembly for the choice of a new trustee or appoint a provisional substitute, whose confirmation in the function of trustee is subject to deliberation by the general assembly of LIG holders.

Section III

Of the Duties and Powers of the Trustee during the Administration of the Asset Portfolio by the Issuing Institution

Art. 63. It is the duty of the trustee during the administration of the asset portfolio by the issuing institution:

I - verify the truthfulness of the information contained in the registration and other documents provided by the issuing institution;

II - take steps to ensure that omissions, flaws, or defects identified in the registration and other documents provided by the issuing institution are remedied;

III - safeguard the protection of the collective rights and interests of LIG holders;

IV - monitor the administration of the asset portfolio by the issuing institution, verifying compliance with the requirements established in this Resolution;

V - inform the issuing institution and the Central Bank of Brazil of the emergence of any fact that may imply a conflict of interest or any other form of unfitness to exercise its functions;

VI - keep in good custody the correspondence, reports, and other documents and records related to the exercise of its functions;

VII - follow up on the provision of mandatory information by the issuing institution to the central depository and supervisory bodies, alerting LIG holders, the Central Bank of Brazil, and other interested parties about any omissions or inconsistencies contained in such information;

VIII - issue an opinion on the sufficiency of the information contained in proposals for modifications to the conditions of the LIG issuance, presented at the assembly of LIG holders, when applicable;

IX - verify the regularity:

a) of compliance with the allocation limit established in Article 3, item I;

b) of the constitution of the asset portfolio and other guarantees that may be offered to investors;

c) of the contracting of additional obligations to those originally contracted;

d) of the realization of replacement and reinforcement of assets of the asset portfolio, based on information provided by the issuing institution and controls performed by the central depository; and

e) of the release of financial resources from assets included in the asset portfolio;

X - request the replacement or reinforcement of the assets of the asset portfolio, when not performed by the issuing institution as established in Article 43;

XI - keep a report available to the Central Bank of Brazil, with annual periodicity, containing information that evidences the situation of the asset portfolio, regarding compliance with the requirements established in this Resolution, and the procedures regularly adopted by the issuing institution;

XII - notify the Central Bank of Brazil, immediately:

a) the non-compliance with the requirements of the asset portfolio;

b) the need for replacement or reinforcement of assets by the issuing institution;

c) the inadequacy of the methodology adopted for verification of compliance with the requirements of the asset portfolio, if not remedied by the issuing institution in a timely manner; and

d) the existence of any irregularity verified by it regarding the LIG and the administration of the asset portfolio, if not remedied by the issuing institution;

XIII - convene the general assembly of LIG holders;

XIV - attend the general assembly of LIG holders, in order to provide the information requested of it;

XV - maintain a permanent communication channel:

a) with LIG holders, providing, at any time, the documents or any other information requested of it pertinent to the defense of their interests and on which no type of confidentiality may be opposed; and

b) with the central depository and the registration entity, including for the provision of timely information regarding redemption, repurchase, and early maturity of LIGs, as well as other events that may suspend new issuances;

XVI - adopt the necessary judicial or extrajudicial measures to defend the collective interests of LIG holders;

XVII - act preventively in the adequacy of its systems and processes aiming at the possibility of implementing the Transition Plan for the Administration of the Asset Portfolio;

XVIII - disclose to LIG holders updated statements that evidence its economic-financial situation; and

XIX - provide the documents provided for in Article 77, sole paragraph, once all commitments related to LIGs have been satisfied.

Art. 64. The issuing institution is responsible for bearing the payment of expenses necessary to safeguard the collective rights and interests of LIG holders guaranteed by the asset portfolio, during the period in which it administers the asset portfolio.

Section IV

Of the Duties and Powers of the Trustee under Mandate to Administer the Asset Portfolio

Art. 65. It is the duty of the trustee in the cases provided for in Article 47:

I - implement actions related to the Transition Plan for the Administration of the Asset Portfolio referred to in Article 46;

II - safeguard the protection of the rights and interests of LIG holders, carrying out necessary diligence to maintain the regularity of the asset portfolio and the preservation of the fiduciary regime;

III - adopt accounting and operational control processes adequate to the requirements related to the administration of the asset portfolio;

IV - convene the assembly of LIG holders;

V - exercise the legal mandate in the cases provided for in Article 47 regarding derivative instruments contracted for the protection of the asset portfolio;

VI - adopt the necessary judicial or extrajudicial measures to defend the interests of LIG holders;

VII - prepare a financial statement containing information that evidences the situation of the asset portfolio and the LIGs guaranteed by it;

VIII - send to the receiver, liquidator, or judicial administrator of the issuing institution the statement referred to in item VII, accompanied by the audit reports referred to in Article 48;

IX - keep permanently updated the information related to the registration or deposit of the assets included in the asset portfolio;

X - keep updated the documentation related to the asset portfolio and the LIGs guaranteed by it;

XI - ensure compliance with the requirements referred to in Articles 55 to 57;

XII - make available on the internet:

a) the financial statement referred to in item VII;

b) the results regarding the verification of the requirements of the asset portfolio;

c) the methodologies adopted for compliance with the requirements of the asset portfolio; and

d) the updated statements that evidence its economic-financial situation;

XIII - take measures to adapt the asset portfolio to scheduled payments;

XIV - attend the general assembly of LIG holders, when requested;

XV - immediately comply with the information provision requirements of the Central Bank of Brazil;

XVI - keep updated with the Central Bank of Brazil the registry of professionals responsible for representing LIG holders, for the administration of the asset portfolio, and for the institution's risk management and internal controls policy;

XVII - establish a communication channel with the receiver, liquidator, or judicial administrator of the issuing institution, for the exchange of information relevant to the administration of the asset portfolio and for the resolution of the bankruptcy estate;

XVIII - inform the general assembly of LIG holders and the Central Bank of Brazil of the emergence of any fact that may imply a conflict of interest or any other form of unfitness to exercise its functions; and

XIX - keep a report available to the Central Bank of Brazil, with annual periodicity, containing information that evidences the situation of the asset portfolio, regarding compliance with the requirements established in this Resolution, and the procedures regularly adopted by the institution;

§ 1º The trustee must ensure that the independent auditor has access to the information necessary for the performance of its functions.

§ 2º The trustee may, under terms to be agreed with the receiver, liquidator, or judicial administrator, use the technological, human, and operational resources of the issuing institution until the completion of the transition of processes related to the administration of the asset portfolio.

Art. 66. The extraordinary expenses incurred by the trustee to safeguard the asset portfolio and the collective rights and interests of LIG holders, in the cases provided for in Article 47, must be covered by the financial resources or by the negotiation of the assets included in the asset portfolio, under the terms established in Articles 53 and 54.

Sole Paragraph. The trustee is not subject to prior authorization from the general assembly of LIG holders to be reimbursed for the expenses referred to in the caput, without prejudice to the due rendering of accounts.

Art. 67. The trustee must hold a general assembly of LIG holders, within thirty days after the occurrence of the events referred to in Article 47, to present information regarding the administration of the asset portfolio and the implementation of the Transition Plan for the Administration of the Asset Portfolio.

§ 1º For the purposes of the provision in the caput, the following must be presented to investors, at minimum:

I - detail of the financial position of the assets included in the asset portfolio, the commitments related to the LIGs guaranteed by it, the values received, and the expenses incurred; and

II - clarifications related to the following aspects:

a) payment of principal, interest, and other obligations related to LIGs in force;

b) situation of the asset portfolio regarding compliance with the requirements as established in this Resolution, indicating the result of the last verification performed and the measures adopted to reestablish its balance, when applicable;

c) risk management structure, internal controls, and trading strategy of the assets included in the asset portfolio;

d) LIG amortization structure provided for in the Special Amortization Regime and perspective of triggering postponement, when admitted;

e) identification of those responsible for the administration of the asset portfolio, the service providers contracted, and presentation of the contracting terms;

f) communication channels available to investors and other interested parties;

g) regularity and forms of access to publications related to LIGs in circulation and to the asset portfolio;

h) rendering of accounts regarding the services performed; and

i) actions adopted for the implementation of the Transition Plan for the Administration of the Asset Portfolio and any deviations, including the respective justifications.

§ 2º The trustee must send a copy of the document referred to in item I of § 1º to the administrator of the bankruptcy estate, or the special regime, and to the independent auditor.

CHAPTER X

OF THE GENERAL ASSEMBLY OF LIG HOLDERS

Section I

Of Exclusive Competences

Art. 68. The general assembly of investors has the power to decide on matters that affect the rights of LIG holders, observed the provisions in current legislation and this Resolution.

Art. 69. It is exclusively within the competence of the general assembly of investors to deliberate on the following topics:

I - replacement of the trustee;

II - opinions, reports, and financial statements produced by the trustee, according to current regulation and the LIG Issuance Deed;

III - changes to the Special Amortization Regime proposed by the issuing institution;

IV - alteration of the conditions for convening, installing, and deliberating the general assembly of investors; and

V - establishment of guidelines for the action of the trustee in the administration of the asset portfolio, observed the conditions established in this Resolution, in the cases provided for in Article 47.

Section II

Of Convening and Installation

Art. 70. The general assembly of investors must be convened and installed as established in the LIG Issuance Deed, observed the following:

I - the convening must be carried out, at minimum, by publication of a notice in a newspaper of large circulation in the place where the LIG issuance was made and in the section dedicated to LIG holders on the internet page of the issuing institution or the trustee, as the case may be;

II - the convening must be carried out with at least twenty days' advance notice of the date of the assembly; and

III - the assembly is installed:

a) with the presence of holders representing at least two-thirds of the total nominal value of LIGs in circulation, in the first convening; and

b) with any number of attendees, in the second convening.

§ 1º The notice of convening of the assembly must list, expressly, in the agenda, all matters to be deliberated, not admitting that under the rubric of general matters there are matters that require deliberation by the assembly.

§ 2º The notice of convening of the assembly must obligatorily contain the day, time, and place where it will be held.

§ 3º The notice of convening must indicate the internet page where the investor can access the documents and all information pertinent to the proposals to be submitted to the appreciation of the assembly, which must be available at least twenty days in advance of its date of realization.

§ 4º The assembly that gathers all LIG holders may consider the lack of any of the convening requirements remedied, in which case it is considered legitimate and regular.

Art. 71. The general assembly of investors may be convened, observed the provisions of this Resolution and the conditions established in the Issuance Deed:

I - the trustee;

II - the issuing institution;

III - investors who hold at least 10% (ten percent) of the total nominal value of LIGs linked to the asset portfolio; and

IV - the Central Bank of Brazil.

Section III

Of Deliberations

Art. 72. Deliberations taken by LIG holders representing more than half of the total nominal value of LIGs present at the general assembly of investors are considered valid, provided that no other specific quorum is formally established.

CHAPTER XI

OF INFORMATION PROVISION TO INVESTORS

Art. 73. Issuing institutions must prepare, at the end of each civil quarter, a specific report that evidences the situation of the asset portfolio and the LIGs guaranteed by it.

§ 1º The report referred to in the caput must contain, at minimum, information that allows:

I - the assessment of risks related to the issuance of LIG or the LIG Issuance Program and the corresponding mitigation mechanisms used;

II - the verification of compliance with eligibility, composition, sufficiency, term, and liquidity requirements; and

III - the verification of compliance with the conditions established in the LIGs.

§ 2º The issuing institution must prepare a report for each issuance of LIG, or LIG Issuance Program.

§ 3º The Central Bank of Brazil may define the minimum set of information to be provided in the report referred to in the caput.

Art. 74. The report referred to in Article 73 must be published in a specific section on the internet address of the issuing institution, of public access and easy location, observing the following disclosure deadlines:

I - within thirty days of the reference date, for the reference dates of March 31 and September 30;

II - within sixty days of the reference date, for the reference date of June 30; and

III - within ninety days of the reference date, for the reference date of December 31.

Sole Paragraph. The report must remain available at the location referred to in the caput for a minimum period of five years.

Art. 75. In the event of disclosure of incorrect or incomplete information, the issuing institution must, on its own initiative or by determination of the Central Bank of Brazil, arrange for new disclosure of the report through the same channels, explicitly mentioning the reasons determining the republication.

Art. 76. The issuing institution must widely and immediately disclose any act or fact that represents or may come to represent a significant change in the situation of the asset portfolio and the LIGs guaranteed by it.

Sole Paragraph. The provision in the caput does not exempt the issuing institution from registering the act or fact of relevance, with detailed explanations, in the report corresponding to the respective reference date.

CHAPTER XII

GENERAL PROVISIONS

Art. 77. Excess assets of the asset portfolio must be integrated into the bankruptcy estate after the full settlement of the rights of LIG holders and the payment of charges, costs, and expenses related to the exercise of these rights.

Sole Paragraph. In the case covered by the caput, the trustee must send to the receiver, liquidator, or judicial administrator of the issuing institution, as well as to the Central Bank of Brazil:

I - a discharge term of obligations related to LIGs; and

II - a financial statement of the asset portfolio.

Art. 78. The issuing institution must keep available to the Central Bank of Brazil, for a minimum period of ten years counted from the maturity date of the LIG, all documentation related to the asset portfolio and the LIGs guaranteed by it.

Sole paragraph. The provisions of the caput also apply to the fiduciary agent who exercises the administration of the asset portfolio, in the cases provided for in art. 47.

Art. 79. In the first year of validity of this Resolution, the limit for the issuance of LIGs with a clause correcting for exchange rate variation cannot exceed, for each issuer, 50% (fifty percent) of the respective total balance of LIGs issued.

Art. 80. The Central Bank of Brazil is authorized to adopt the necessary measures for the execution of the provisions of this Resolution.

Art. 81. This Resolution enters into force on the date of its publication.

                 Ilan Goldfajn  
                  President of the Central Bank of Brazil