Legal Framework

An FII is a pool of funds intended to be invested in real estate ventures, as established in applicable regulations, with an unlimited period of duration market. It is regulated by Law No. 8668/93, CVM Instruction No. 472, and other applicable legal and regulatory provisions and is governed by its bylaws.

Please find below a (non exhaustive) list of important regulations applicable to FIIs and their shareholders.

Basic legislation

  • Law No. 8668/93: Created the FIIs.
  • CVM Instruction 472/08, of October 31, 2008, as amended: Makes provisions on the creation, administration, operation, offering of shares, and disclosure of information on FIIs.
  • CVM Instruction 555/14, of December 17, 2014, as amended: Makes provisions on the creation, administration, operation, and disclosure of information on investment funds.

Financial statements

The fund’s financial statements for the period ended will be drawn up at the close of its fiscal year (12 months). The fund’s accounting statements must be audited annually by an independent auditor registered with the CVM, subject to the rules that govern such activity.

  • CVM Instruction 516/11, of December 29, 2011: Makes provisions on the accounting rules applicable to the financial statements of FIIs.

Distribution of earnings

According to Law No. 8668/93, mentioned above, FIIs are required to distribute to its shareholders at least 95% of the earnings, ascertained on a cash basis according to an annual or semiannual balance sheet ended on June 30 and December 31 of each year. The following regulations make provisions on such distribution:

  • Official Letter CVM/SIN/ SNC/ No. 01/2014, of May 2, 2014;
  • Official Letter CVM/SIN/ SNC/ No. 01/2015, of March 18, 2015;
  • Law No. 11196/2005: Exemption from income tax on the distribution of earnings to individual shareholders.

Offerings

The main regulations that make provisions on the offering of shares in FIIs are the following:

  • CVM Instruction 476/09, of January 19, 2019: Makes provisions on public offerings of securities distributed with restricted efforts and the trading of such securities on regulated markets
  • CVM Instruction 400/03, of January 9, 2004: Makes provisions on public offerings for the distribution of securities in the primary or secondary markets.

Asset management

  • CVM Instruction 558/15, of March 26, 2015: Makes provisions on the professional management of securities portfolios.

CSHG also complies with the provisions of the following Anbima documents:

  • Anbima Code of Regulations and Best Practices for Asset Management, whose main purpose is to improve the fiduciary standards and promote the best market practices
  • Anbima Rules and Procedures of the Asset Management Code