Resolution CMN No. 5001

The Central Bank of Brazil, in accordance with Article 9 of Law No. 4.595, of December 31, 1964, makes public that the National Monetary Council, in a session held on March 24, 2022, 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,

RESOLVES:

CHAPTER I

ON THE OBJECT AND SCOPE OF APPLICATION

Art. 1. This Resolution regulates the issuance of Guaranteed Real Estate Note (LIG), a nominative, transferable, and freely negotiable credit title, guaranteed by a portfolio of assets subject to a fiduciary regime, issued exclusively in book-entry form.

Art. 2. The LIG may only be issued by:

I - multiple banks;

II - commercial banks;

III - investment banks;

IV - credit, financing, and investment companies;

V - savings banks;

VI - mortgage companies;

VII - savings and loan associations; and

VIII - credit cooperatives.

CHAPTER II

ON THE GENERAL CONDITIONS FOR LIG ISSUANCE

Art. 3. The issuing institution must meet the following conditions:

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

a) 10% (ten percent) of the total assets of the issuing institution classified in Segment 1 (S1), according to 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"; and

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 the suspension of new LIG issuances by the issuing institution.

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

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

Art. 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 in the institution, except those related to the administration of third-party resources, internal audit, internal controls, or others that may imply conflict of interest or represent a deficiency in the segregation of functions.

CHAPTER III

ON THE GENERAL CHARACTERISTICS OF THE LIG

Section I

On the Remuneration and Maturity of the LIG

Art. 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 price index may be performed monthly, provided that the maturity of the LIG is not less than 36 (thirty-six) months.

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

Art. 7. The LIG must be issued with a weighted average maturity of at least 24 (twenty-four) 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.

Section II

On the Conditions for Redemption, Repurchase, and Early Maturity of the LIG

Art. 8. It is prohibited for the issuing institution to redeem or repurchase the LIG, in whole or in part, before 12 (twelve) months, counted from the issuance date.

Sole Paragraph. The provision in 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 reestablish the limit provided for in Article 3, item I.

Art. 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.

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

Section III

On the LIG Issuance Term

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

I - the rules and conditions of the Special Amortization Regime provided for in Chapter IV;

II - the Transition Plan for the Administration of the Asset Portfolio, as per Art. 46;

III - the conditions for early redemption and repurchase of the 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 the real estate credit operations referred to in Art. 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 remuneration of the fiduciary agent, as well as the periodicity and payment conditions.

Sole Paragraph. The LIG Issuance Term must:

I - be registered, for declaratory purposes, in a centralized financial asset depository system authorized by the Central Bank of Brazil and operated by a central depository, 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 of operational controls adopted for the purposes of administering the asset portfolio; and

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

CHAPTER IV

ON THE SPECIAL AMORTIZATION REGIME

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

Sole Paragraph. It is prohibited to establish a differentiated Special Amortization Regime between series of the same LIG Issuance Program.

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

§ 1. It is prohibited to establish:

I - distinct postponement terms for LIG principal payments guaranteed 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 suffer only one postponement of its maturity date.

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

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

I - the payment conditions for obligations related to the LIGs, including in the case of early maturity provided for in Art. 59;

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

III - the conditions for the fiduciary agent's performance in the administration of 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 way 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 for deliberation by the general assembly of LIG holders.

CHAPTER V

ON THE LIG ISSUANCE PROGRAM

Art. 15. It is optional for the institutions referred to in Art. 2 to establish an LIG Issuance Program.

Sole Paragraph. Institutions may only effect issuances of series, composed of one or more LIGs guaranteed by the same asset portfolio, through the LIG Issuance Program.

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

CHAPTER VI

ON THE REGISTRATION AND DEPOSIT OF THE LIG AND THE ASSET PORTFOLIO

Art. 17. The issuance of the LIG must be carried out through constitutive registration in a central depository authorized to exercise 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 - the identification of the issuing financial institution;

III - the identification of the holder;

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

V - the nominal value;

VI - the maturity date;

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

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

IX - the clause for correction by exchange rate variation, if any;

X - the form, periodicity, and place of payment;

XI - the identification of the asset portfolio;

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

XIII - the establishment of the fiduciary regime over the asset portfolio, in accordance with Law No. 13.097, of January 19, 2015;

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

XV - the description of the real or personal guarantee, if any;

XVI - the rules and conditions of the Special Amortization Regime provided for in Chapter IV;

XVII - the Transition Plan for the Administration of the Asset Portfolio, provided for in Chapter VIII, Section I, Subsection V;

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

XIX - the proportion of the values of the real estate credit operations referred to in Art. 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

XX - the LIG Issuance Term.

§ 2. For the purposes of Art. 15, the registration must contain the following additional information:

I - identification of the LIG Issuance Program;

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

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

§ 3. The registration of a series of LIGs must contain the following additional information regarding the issued series:

I - identification of the series; and

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

§ 4. For the purposes of item XIII of the main text, the registration maintained by the central depository must contain information that allows identifying:

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

II - the establishment of an earmarked equity, integrated by the totality of the assets of the asset portfolio subject to the fiduciary regime; and

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

Art. 18. The LIG must be deposited in a centralized financial asset depository system authorized by the Central Bank of Brazil and operated by a central depository, in accordance with Law No. 12.810, of 2013.

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

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

II - registration in a financial asset registration system authorized by the Central Bank of Brazil and operated by a registrar entity, provided they are earmarked for the purposes of composing the asset portfolio.

§ 2. Titles issued by the National Treasury deposited in the Special Settlement and Custody System (Selic) must be earmarked for the purposes of composing the asset portfolio.

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

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

II - be earmarked for the purposes of composing the asset portfolio.

CHAPTER VII

ON THE ASSET PORTFOLIO

Section I

On Eligibility Requirements

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

I - real estate credits;

II - titles issued by the National Treasury;

III - derivative instruments; and

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

Art. 20. For the purposes of this Resolution, real estate credits are considered to be credits 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 a clause of fiduciary alienation of residential real estate.

§ 1. The real estate credit may only integrate the asset portfolio if:

I - it is current;

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

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

IV - the real estate development is subject to the earmarking regime referred to in Art. 31-A of Law No. 4.591, of December 16, 1964, in the case of item III of the main text;

V - it has a credit risk classification not lower than "B", according to current regulation;

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

VII - it has 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 regulation, in the case of operation with natural persons in the form of items I and II of the main text;

VIII - it has insurance coverage, at minimum, for physical damage to the property and civil liability of the constructor, in accordance with current regulation, in the case of the operation mentioned in item III of the main text; and

IX - it is represented by its full value.

§ 2. The ratio between the updated nominal value of the operation, comprising principal and ancillary expenses, and the appraisal value of the respective collateral, on the date of contracting, cannot 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 cannot exceed the limit of 80% (eighty percent).

Art. 21. The verification of the provisions of §§ 2 and 3 of Art. 20 must be carried out, at most, every 3 (three) years.

Sole Paragraph. For the purposes of the main text, the value of the collateral must be calculated through:

I - a new appraisal of the property, observing the provisions of current legislation and regulation; or

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

Art. 22. Only titles issued by the National Treasury admitted for repo operations with the Central Bank of Brazil may integrate the asset portfolio.

Art. 23. The derivative instrument may only integrate the asset portfolio if:

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

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

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

I - of open positions in derivatives;

II - of the contractual guarantees related to the derivative instruments; and

III - of the encumbrances and liens established in the derivative instruments.

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

Sole Paragraph. Regarding the eligibility requirement established in:

I - Art. 20, § 1, item I, only real estate credits presenting a delay equal to or greater than 60 (sixty) days will be disregarded; and

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

Section II

On the Composition Requirement

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

Art. 26. It is prohibited for issuing institutions to alter the profile of their asset portfolio defined in the Issuance Term, in the form of Art. 11, item V.

Section III

On the Sufficiency Requirement

Subsection I

General Provisions

Art. 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 remuneration of the fiduciary agent, in the hypotheses provided for in Art. 47.

Art. 28. The sufficiency requirement of the asset portfolio is met if:

I - the sum of the updated nominal values of the assets comprising the asset portfolio exceeds by at least 5% (five percent) the sum of the updated nominal values of the payment commitments of the LIGs guaranteed by it and the remuneration of the fiduciary agent; 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 remuneration of the fiduciary agent, when subjected to the stress tests referred to in Arts. 29 and 30.

§ 1. The sufficiency requirement must be calculated considering the effects of the 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 purposes of verifying compliance with the sufficiency requirement referred to in the main text, item II, the result of the stress test that presents the lowest ratio referred to in § 2 must be considered.

Subsection II

On Stress Tests

Art. 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 periodicity of the stress tests must be, at maximum, quarterly.

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

Art. 30. The stress tests must be performed by the issuing institution through a proprietary 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 5 (five) years preceding the date of the test;

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

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

VI - the interest rate term structure, as a risk factor, using, at least, the same vertices defined for the purposes of calculating present values, referred to in Art. 35;

VII - asymmetries, non-linearities, and breakage of correlations and other premises; and

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

Section IV

On the Term Requirement

Art. 31. The weighted average term of the asset portfolio cannot be lower than the weighted average term of the LIGs guaranteed by it, calculated in accordance with Art. 7, sole paragraph.

§ 1º For the purposes of the provision in the caput, the weighted average maturity of the asset portfolio is given by the average of the average maturities of its assets, excluding derivative instruments, weighted by their respective nominal values.

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

§ 3º The maturity of each principal and interest payment is given by the number of calendar days between the valuation date and the respective maturity date, excluding the valuation date and including the maturity date in the count.

Section V
On the Liquidity Requirement

Art. 32. The asset portfolio must contain liquid assets in an amount corresponding to the commitments related to the GRNs guaranteed by it, maturing in the next 180 (one hundred and eighty) days.

§ 1º National Treasury-issued securities and financial availability, as referred to in items II and IV of Art. 19, are considered liquid assets.

§ 2º In the event that there is a principal payment of the GRN among the commitments maturing in the next 180 (one hundred and eighty) days, it is admitted, for the purposes 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 provision in 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 (one hundred and eighty) days subsequent to the date of verification referred to in Art. 41.

§ 1º The expected daily net payment flow mentioned in the caput 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 National Treasury-issued securities corresponds to the book value according to the Accounting Standard of Institutions Regulated by the Central Bank of Brazil (Cosif), and the criterion applicable to assets classified in the "trading securities" category 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 GRNs 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 National Treasury-issued securities, the criterion applicable to assets classified in the "held-to-maturity securities" category must be adopted.

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

§ 1º In defining the methodology referred to in the caput, the issuing institution must:

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

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

a) grouped by asset type;

b) segregated by market risk factor;

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

d) allocated to vertices.

§ 2º In defining the vertices referred to in item "d" of item II of § 1º, the issuing institution must consider the characteristics and maturities of the GRNs 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, when under the administration of the fiduciary agent, must be considered in a situation of insolvency upon the occurrence of at least one of the following conditions:

I - default on GRN payment, defined as:

a) delay in principal payment exceeding 2 (two) business days, counted from the maturity date, in the case of Special Amortization Regime that does not provide for the possibility of its postponement;

b) delay in principal payment exceeding 2 (two) business days, counted from the new maturity date, in the case of Special Amortization Regime that provides for the possibility of postponing the originally agreed principal maturities; or

c) delay in payment of the commitments related to the GRN referred to in Art. 58, § 2º, excluding principal payment; or

II - non-compliance with the sufficiency requirement, referred to in Art. 57, for 2 (two) consecutive verification periods.

Section VIII
General Provisions

Art. 37. The methodologies adopted for calculating 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 caput 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 caput, as well as of relevant changes in their criteria and premises.

Art. 38. The issuing institution may establish, upon the issuance of GRNs, eligibility, composition, sufficiency, maturity, 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 provision in the caput applies 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 GRN issuances by the issuing institution.

Sole Paragraph. It is the responsibility of the Central Bank of Brazil to authorize new GRN issuances, provided that compliance with the requirements referred to in the caput 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 regarding the registration or deposit of the assets comprising the asset portfolio and the GRNs 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 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 GRNs 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 related 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 GRN holders, when requested;

X - maintain accounting controls that allow:

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

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

c) the verification of compliance with the GRN issuance condition 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 National Treasury-issued securities comprising the Liquidity Reserve, if the option provided for in Art. 44 is chosen;

XI - disclose, in explanatory notes to financial statements, information that evidences the status of the asset portfolio, regarding compliance with the requirements established in this Resolution, of the GRNs 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 GRN holders, in the cases provided for in Art. 64.

Subsection II
On the Verification of Compliance with Asset Portfolio Requirements

Art. 41. The verification of compliance with the eligibility, composition, sufficiency, maturity, 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 verification of compliance with the sufficiency requirement submitted to the stress test must be the same as that of carrying out the test.

§ 2º Non-compliance with the requirements referred to in the caput must be corrected within 2 (two) business days after the verification date, through the replacement or reinforcement of assets, as well as the repurchase or early redemption of GRNs.

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

§ 4º A new verification of compliance with the requirements must be carried out after the correction mentioned in § 2º, taking as a basis the new composition of the asset portfolio and the obligations related to the GRNs guaranteed by it, considering the parameters used in the original verification and the asset values as of 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 regarding 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 asset replacements or reinforcements, as well as GRN repurchases or early redemptions, 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 sufficiency verification 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 Art. 44.

Subsection III
On Asset Replacement and Reinforcement of the Asset Portfolio

Art. 43. The issuing institution must reinforce the asset portfolio or replace 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 replace the assets that make up the asset portfolio whenever there is uncurable non-compliance with the eligibility requirement.

Art. 44. It is optional for issuing institutions to replace the financial resources derived from the assets comprising the asset portfolio with National Treasury-issued securities.

§ 1º The securities referred to in the caput will constitute the Liquidity Reserve.

§ 2º The sum of the market values of the securities comprising the Liquidity Reserve must correspond, at a minimum, to the estimate of receipt of financial resources derived from the assets that make up the asset portfolio.

§ 3º The estimate referred to in § 2º 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.

§ 4º The securities that make up the Liquidity Reserve must:

I - be part of the asset portfolio;

II - meet the eligibility requirements;

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

IV - be affected as collateral for the GRNs; and

V - be disregarded for the purpose of calculating the composition, sufficiency, maturity, and liquidity requirements of the asset portfolio, except for the provision in § 7º.

§ 5º 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 § 3º.

§ 6º The issuing institution must reinforce the Liquidity Reserve with National Treasury-issued securities whenever insufficiency is verified in relation to the estimate carried out in accordance with § 3º.

§ 7º The securities referred to in the caput may be considered for the purpose of 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 GRNs guaranteed by it and compliance with the eligibility, composition, sufficiency, maturity, 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 until the conditions for release are verified.

§ 2º The fiduciary agent must attest to the compliance of the conditions by the issuing institution for the purposes of the caput.

Subsection V
On the Transition Plan for the Administration of the Asset Portfolio

Art. 46. The issuing institution must prepare, 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 a 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 interested parties;

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 payments related to the GRNs;

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. 50, indicating, at a minimum:

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

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

Sole Paragraph. The plan referred to in the caput 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 and the Transfer of the Administration of the Asset Portfolio

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

Art. 48. For the purposes of exercising the mandate referred to in Art. 47, the issuing institution, under the administration of an intervenor, liquidator, or judicial administrator, must adopt the necessary measures for the effective transfer of the administration of the asset portfolio to the fiduciary agent, including:

I - the carrying out of actions within its competence necessary for the execution of the Transition Plan for the Administration of the Asset Portfolio;

II - the issuance of notifications, communications, edicts, and other notices, including, when applicable, through the institution's website on the internet, to the fiduciary agent, to depositary and registrar entities, to GRN holders, to borrowers of real estate credit operations comprising the asset portfolio, and to other interested parties, regarding the decree of the special regime and its effects on the GRNs issued and the respective asset portfolio;

III - the disclosure, on the institution's website on the internet, of contact channels with the fiduciary agent, for the purpose of forwarding questions and requests by GRN holders and borrowers of real estate credit operations comprising the asset portfolio;

IV - the availability to the fiduciary agent of the books, documents, registers, accounting and operational controls, accounts, and other information and values related to the GRNs and to the assets comprising the asset portfolio;

V - the granting of powers of attorney to the fiduciary agent, if necessary for the exercise of its mandate; and

VI - the carrying out of other acts necessary for the effective control of the fiduciary agent over the assets comprising the asset portfolio.

Subsection II
On the Hiring of an Independent Auditor

Art. 49. The fiduciary agent must hire an independent auditor to prepare, regarding the asset portfolio and the GRNs guaranteed by it, the following reports:

I - audit report, expressing its opinion on the information contained in the financial statement referred to in Art. 67, 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 the regime of intervention, 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. 50. 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 securities portfolios;

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

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

IV - custody of securities, when applicable.

§ 1º The terms of hiring of the service providers referred to in the caput must be kept available to GRN holders, together with the following information:

I - scope of the service to be provided; and

II - qualification of the hired 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 current legislation and regulation.

Subsection IV
On the Segregation of Activities by the Fiduciary Agent

Art. 51. 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 provision in the caput, 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. 52. It is permitted to the fiduciary agent, in the cases provided for in Art. 47:

I - act as 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 GRNs guaranteed by it.

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

Art. 53. 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 GRN holders.

Art. 54. The resources derived from the assets comprising the asset portfolio must be used to meet the financial commitments and other charges associated with the GRNs, including administration costs and tax obligations, after which they may 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. 55. Real estate credits that make up the asset portfolio may only be traded at a discount relative to their nominal value for the purpose of meeting the liquidity requirement referred to in Art. 58.

§ 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 greater than "B" due to an incurable defect.

§ 2º The negotiations referred to in this article must not imply non-compliance with the asset portfolio sufficiency requirement, as established in Art. 57.

Subsection VI
Verification of Compliance with Sufficiency and Liquidity Requirements of the Asset Portfolio

Art. 56. The trustee 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 information from the last day of the previous month.

§ 2º 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. 57. The asset portfolio sufficiency requirement 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 terms established in Art. 34.

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

Art. 58. The liquidity requirement is met if the sum of the value of 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 (one hundred and eighty) days subsequent to the date of verification referred to in Art. 56, § 1º.

§ 1º The following are considered liquid assets:

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 trustee in the administration of the asset portfolio; and

II - financial availability.

§ 2º The expected daily net payment flow corresponds to the daily difference between the expected payments of commitments related to LIGs and the expected receipts of interest, principal, amortizations, and any other gains associated with the assets that make up the asset portfolio, excluding 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 "trading securities" category must be adopted.

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

Subsection VII
Early Maturity of the LIG

Art. 59. 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 maturity date of the LIGs must correspond to:

I - the second business day of delay in principal payment, in the cases referred to in Art. 36, item I; or

II - the date of verification of non-compliance with the sufficiency requirement for the second consecutive period, in the case referred to in Art. 36, item II.

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

CHAPTER IX
THE TRUSTEE

Section I
Requirements

Art. 60. The following institutions may act as trustee in accordance with the terms established in this Resolution:

I - financial institutions mentioned in Art. 2º;

II - real estate credit securitization companies;

III - securities brokerage companies; and

IV - securities distribution companies.

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

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

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

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

IV - communicate to the Central Bank of Brazil its act as trustee for each issuance of LIG or in each LIG Issuance Program; and

V - not present restrictions that may affect the reputation of the controllers, applying, where applicable, the requirements established in the regulation that disciplines the authorization processes related to the functioning of financial institutions and other institutions authorized to function by the Central Bank of Brazil.

§ 2º The requirement referred to in § 1º, item II, is waived in the event that the institution is part of a prudential conglomerate in which there is an institution that holds the mentioned registration.

Art. 61. Real estate credit securitization companies depend on prior authorization from the Central Bank of Brazil for the exercise of the function of trustee.

Sole Paragraph. The authorization referred to in the main text may be cancelled ex officio, if it is found, at any time:

I - non-compliance with the requirements provided for in items I, II, III, and V of § 1º of Art. 60;

II - circumstances that may affect the reputation of the members of the control group;

III - falsity or discrepancy in the declarations or documents presented in the instruction of the authorization process; or

IV - inactivity as a trustee for a period greater than 18 (eighteen) months, without justification.

Art. 62. 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 main text, 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 the 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 the right to vote or with 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 power to elect or dismiss 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. 63. The remuneration of the trustee in the cases provided for in Art. 47 may be distinct from that applicable during the administration of the asset portfolio by the issuing institution.

Section II
Substitution of the Trustee

Art. 64. The trustee may only be dismissed 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 the state of insolvency by the Central Bank of Brazil;

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

IV - due to proposal by the issuing institution, subject to deliberation by the general assembly of investors holding LIGs; and

V - by deliberation of the general assembly of investors holding LIGs, in the occurrence of one of the cases provided for in Art. 47.

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

§ 2º The issuing institution, in the cases referred to in the main text, items I, II, and III, while administering the asset portfolio, must:

I - appoint a provisional substitute, whose effective appointment to the function of trustee is subject to deliberation by the general assembly of investors holding LIGs; and

II - convene the general assembly of investors holding LIGs, observing the maximum period for replacement referred to in § 3º and the minimum notice period for convening, to deliberate on the effective appointment of the provisional substitute to 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 referred to in the main text, item I; or

II - within 30 (thirty) days, in the cases referred to in the main text, items II and III.

§ 4º In the occurrence of one of the cases provided for in Art. 47, the general assembly of investors holding LIGs intended for the choice of a new trustee, due to the provisions of items I, II, and III of the main text, must be convened by the trustee to be replaced, or, in their omission, in accordance with the terms disciplined in the Issuance Term, observing the maximum period 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 effective appointment to the function of trustee is subject to deliberation by the general assembly of investors holding LIGs.

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

Art. 65. The duties of the trustee during the administration of the asset portfolio by the issuing institution are:

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

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

III - ensure the protection of the collective rights and interests of investors holding LIGs;

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 for the exercise of 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 investors holding LIGs, 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 an assembly of investors holding LIGs, when applicable;

IX - verify the regularity:

a) of compliance with the allocation limit established in Art. 3º, 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 carried out by the central depository; and

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

X - request the replacement or reinforcement of the assets of the asset portfolio, when not carried out by the issuing institution as established in Art. 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 - communicate to the Central Bank of Brazil, immediately:

a) non-compliance with the asset portfolio requirements;

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 asset portfolio requirements, 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 investors holding LIGs;

XIV - attend the general assembly of investors holding LIGs, in order to provide the information requested of it;

XV - maintain a permanent communication channel:

a) with investors holding LIGs, providing, at any time, the documents or any other information requested of it pertinent to the defense of their interests and on which no kind of secrecy 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 investors holding LIGs;

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

XVIII - disclose to investors holding LIGs updated statements that evidence its economic-financial situation; and

XIX - provide the documents provided for in Art. 80, sole paragraph, once all commitments related to LIGs have been satisfied.

Art. 66. The issuing institution is responsible for bearing the payment of expenses necessary to safeguard the rights and collective interests of investors holding LIGs guaranteed by the asset portfolio, during the period in which it administers the asset portfolio.

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

Art. 67. The duties of the trustee in the cases provided for in Art. 47 are:

I - implement the actions related to the Asset Portfolio Administration Transition Plan referred to in Art. 46;

II - ensure the protection of the rights and interests of investors holding LIGs, 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 investors holding LIGs;

V - exercise the legal mandate in the cases provided for in Art. 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 investors holding LIGs;

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 Art. 49;

IX - keep permanently updated the information related to the registration or deposit of the assets comprising 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 Arts. 56 to 58;

XII - keep available on the internet:

a) the financial statement referred to in item VII;

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

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

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

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

XIV - attend the general assembly of investors holding LIGs, 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 the representation of investors holding LIGs, 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 investors holding LIGs 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 for the exercise of 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, in accordance with 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. 68. The extraordinary expenses incurred by the trustee to safeguard the asset portfolio and the rights and collective interests of investors holding LIGs, in the cases provided for in Art. 47, must be covered by the financial resources or by the negotiation of the assets comprising the asset portfolio, in accordance with the terms established in Arts. 54 and 55.

Sole Paragraph. The trustee is not subject to prior authorization from the general assembly of investors holding LIGs to be reimbursed for the expenses referred to in the main text, without prejudice to the proper accounting.

Art. 69. The trustee must hold a general assembly of investors holding LIGs, within 30 (thirty) days after the occurrence of the events referred to in Art. 47, to present information related to the administration of the asset portfolio and the implementation of the Asset Portfolio Administration Transition Plan.

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

I - detail of the financial position of the assets comprising 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) payments of principal, interest, and other obligations related to LIGs in effect;

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

c) risk management structure, internal controls, and asset trading strategy comprising the asset portfolio;

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

e) identification of those responsible for the administration of the asset portfolio, the contracted service providers, 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) accountability for services performed; and

i) actions adopted for the implementation of the Asset Portfolio Administration Transition Plan 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
THE GENERAL ASSEMBLY OF INVESTORS HOLDING LIGs

Section I
Exclusive Competencies

Art. 70. The general assembly of investors has the power to decide on matters that affect the rights of investors holding LIGs, observed the provisions in force legislation and this Resolution.

Art. 71. 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, in accordance with current regulation and the LIG Issuance Term;

III - alterations 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 performance of the trustee in the administration of the asset portfolio, observed the conditions established in this Resolution, in the cases provided for in Art. 47.

Section II
Convening and Installation

Art. 72. The general assembly of investors must be convened and installed as established in the LIG Issuance Term, observed the following:

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

II - the convening must be carried out with 20 (twenty) days of advance notice, at minimum, from the date of the assembly.

Art. 73. The assembly will be installed:

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

II - with any number of attendees, in second convening.

§ 1º The convening notice of the assembly must contain:

I - the matters to be deliberated, not allowing that under the heading of general matters there are matters that require deliberation by the assembly;

II - the day, time, and location where it will be held; and

III - the indication of the page on the internet where the investor can access the documents and all information pertinent to the proposals to be submitted for the assembly's consideration, which must be available at least 20 (twenty) days in advance of its date of realization.

§ 2º The assembly that gathers all investors holding LIGs may consider cured the lack of any of the convening requirements, in which case it is considered legitimate and regular.

Art. 74. The general assembly of investors may be convened, observing the provisions of this Resolution and the conditions established in the Issuance Term:

I - the fiduciary agent;

II - the issuing institution;

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

IV - the Central Bank of Brazil.

Section III
Of Deliberations

Art. 75. Deliberations taken by investors holding LIGs representing more than half of the total nominal value of the LIGs present at the general assembly of investors are considered valid, unless a specific quorum is formally established otherwise.

                   CHAPTER XI  
                 OF INFORMATION PROVISION TO INVESTORS

Art. 76. 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 a minimum, information that allows:

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

II - to verify compliance with eligibility, composition, sufficiency, term, and liquidity requirements; and

III - to verify compliance with the conditions established in the LIGs.

§ 2º The issuing institution must prepare a report for each issuance of LIGs 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. 77. The report referred to in Art. 76 must be published in a specific section on the issuing institution's website, with public access and easy location, observing the following disclosure deadlines:

I - up to 30 (thirty) days from the reference date, for reference dates of March 31 and September 30;

II - up to 60 (sixty) days from the reference date, for the reference date of June 30; and

III - up to 90 (ninety) days from 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 5 (five) years.

Art. 78. 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. 79. The issuing institution must disclose broadly and immediately any act or fact that represents or may come to represent a significant alteration in the situation of the asset portfolio and the LIGs guaranteed by it.

Sole Paragraph. The provisions of the caput do not dispense 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. 80. Excess assets of the asset portfolio must be integrated into the bankruptcy estate after the full liquidation 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 referred to in the caput, the fiduciary agent must send to the supervisor, liquidator, or judicial administrator of the issuing institution, as well as to the Central Bank of Brazil:

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

II - a financial statement of the asset portfolio.

Art. 81. The issuing institution must keep available to the Central Bank of Brazil, for a minimum period of 10 (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. 82. The Central Bank of Brazil will adopt, within the terms of its legal competencies, the necessary measures for the execution of the provisions of this Resolution.

Art. 83. The following are revoked:

I - Resolution No. 4,598, of August 29, 2017;

II - Resolution No. 4,647, of March 28, 2018;

III - Resolution No. 4,654, of April 26, 2018; and

IV - Art. 5 of Resolution No. 4,763, of November 27, 2019.

Art. 84. This Resolution enters into force on May 2, 2022.

           Roberto de Oliveira Campos Neto President of the Central Bank of Brazil