BRAZIL Law and Practice Contributed by: Guilherme Bueno Malouf, Luciana Costa Engelberg, Bruna Marrara and Thales Saito, Machado Meyer Advogados
the funds under its investment management or administration, subject to the adoption of some procedures and policies applicable to distribu - tors. All marketing materials of investment funds must be clear and concise, contain specific disclaim - ers and information regarding the fund’s by- laws, and alert the investors of the investment risks. Conduct rules set forth in CVM Resolution 160 also apply (such as silence period rules, full and proper disclosure, etc). In the case of open-ended investment funds tar - geted at retail investors, the administrator must prepare an essential information sheet, including information such as target investors, the fund’s purpose, the investment policy, risks, profitabil - ity, etc. 2.3.7 Marketing of Alternative Funds Please see 2.2.3 Restrictions on Investors for more information on the investors to whom alter- native funds can be marketed in Brazil. 2.3.8 Marketing Authorisation/Notification Process Notification is required only after the use of mar - keting material as permitted under CVM Resolu - tion 160, which shall be sent to CVM within one business day after its use. 2.3.9 Post-Marketing Ongoing Requirements During the period between the beginning of the quiet period (as indicated in 2.3.5 Rules Con- cerning Pre-marketing of Alternative Funds ) and the date of disclosure of the notice to the market, the offer participants must limit the dis - closure and use of information regarding the public offer strictly to the purposes related to the preparation of the public offering, warning
recipients about the reserved nature of the infor - mation transmitted. After the beginning of the market offering period, the offering participants may widely publicise the public offering, provided that the conditions set forth in CVM Resolution 160 are observed, including by means of disseminating: • the prospectus and offer sheet; • material of an explanatory and educational nature that contains useful and relevant aspects; • marketing material; • presentations to investors, including support - ing documents for such presentations; and • media interviews. The permitted communications must: • be consistent with the content of the pro - spectus and the issuer’s periodic information required by the legislation in force; • use calm and moderate language; • observe the principles of quality, transparency and equity of access to information; and • refrain from: (a) using language that omits or does not adequately reflect the existence of risks; (b) containing statements that remove the responsibility of the offeror and the institutions participating in the distribu - tion consortium regarding the information provided; (c) stating that it is not a public offer; (d) stating that the information contained in the communication is confidential; (e) containing language of a contractual nature that implies a perception of tacit consent to a reservation or placing an order; and
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