CVM Instruction 558 of March 26, 2015 (Revoked)

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

CVM INSTRUCTION No.
558, OF MARCH 26, 2015 WITH THE CHANGES INTRODUCED BY CVM INSTRUCTIONS No. 593/17, 597/18, 604/18 AND 609/19.

Provides for the professional exercise of securities portfolio administration.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM makes public that the Collegiate Board, in a meeting held on March 4, 2015, based on arts. 8 o , item I, 15, item III and § 1º, and 23 of Law no. 6.385, of December 7, 1976, APPROVED the following Instruction:

CHAPTER I - DEFINITION

Art. 1º The administration of securities portfolios is the professional exercise of activities related, directly or indirectly, to the operation, maintenance and management of a portfolio of securities, including the application of financial resources in the securities market on behalf of the investor.

§ 1º The registration of securities portfolio administrator may be requested in both or in one of the following categories:

I – fiduciary administrator;
II – resource manager.

§ 2º The following may be registered in the fiduciary administrator category:

I – financial institutions and other institutions authorized to operate by the Central Bank of Brazil, subject to specific regulation; II – legal entity that continuously maintains values equivalent to at least 0.20% of financial resources under administration referred to in item 6.3.c of Annex 15-II or more than R$ 550,000.00 (five hundred thousand reais), whichever is greater, in each of the following accounts of the Balance Sheet prepared in accordance with Law No. 6,404, of December 15, 1976, and with CVM norms:

a) shareholders' equity; and b) cash and cash equivalents, together with investments in federal public securities; and

III – legal entity that exercises the activities referred to in § 2º of art. 2º exclusively in:

a) participation investment funds – FIP; b) mutual investment funds in emerging companies – FMIEE; c) investment funds in participation fund shares – FICFIP; d) infrastructure participation investment funds – FIP-IE; e) investment funds in participations in research, development and innovation intensive economic production – FIP-PD&I; and f) administered portfolios.

§ 3º This Instruction applies to all administrators and managers of investment funds, subject to the exception provided for in the specific norm of real estate investment fund.

§ 4º The securities portfolio administrator may, at any time, request the CVM modification of its registration category, in accordance with the procedures defined in this Instruction for request for registration and voluntary cancellation of the authorization.

§ 5º The securities portfolio administrator registered in the fiduciary administrator category in accordance with item II of § 2º must send to the CVM, by March 31 of each year:

I – financial statements prepared in accordance with Law No. 6,404, of 1976, and with the norms of the CVM, with a base date of December 31 of the previous year, audited by an independent auditor registered with the CVM; and II – report on the effectiveness of the continuous maintenance of the values required by item II of § 2º, referring to the previous year, issued by an independent auditor registered with the CVM.

CHAPTER II – REQUIREMENTS FOR REGISTRATION
Section I – CVM Authorization

Art. 2º The administration of securities portfolios is an activity exclusive to person authorized by the CVM.

§ 1º Registration in the resource manager category authorizes:

I – the management of a securities portfolio, including the application of financial resources in the securities market on behalf of the investor; and II – the provision of securities consulting.

§ 1º The registration in the resource manager category authorizes the management of a portfolio of securities, including the application of financial resources in the securities market on behalf of the investor.

 §1º with wording given by CVM Instruction No. 593, of November 17, 2017.

§ 2º Registration in the fiduciary administrator category authorizes the exercise of all activities referred to in the caput of art. 1º, with the exception of the resource management activity mentioned in § 1º of this
article.

§ 3º The securities portfolio administrator registered exclusively in the category resource manager may exercise the activities referred to in § 2º with respect to the administered portfolios of which it is manager, provided that it complies with the provisions of:

I – item VI of art. 14;
II – chapter VII; and
III – item 10.1 of Annex 15-II.

§ 4º The manager must exercise its consulting activities with loyalty towards its customers, avoiding practices that may harm the fiduciary relationship maintained with them and, in the face of a situation of conflict of interest, inform the client that it is acting in conflict of interest and the sources of this conflict, before providing the consulting.

§ 4º REVOKED

 §4º revoked by CVM Instruction No. 593, of November 17, 2017.

Subsection I – Natural Person Administrator

Art. 3º For the purposes of obtaining and maintaining authorization by the CVM, the administrator of securities portfolios, natural person, must meet the following requirements:

I – be domiciled in Brazil;
II – be graduated from a higher education course, in an institution officially recognized in the Country or in the abroad; II – be graduated from a higher education course or equivalent, in an institution officially recognized in the Country or in the abroad;

 Item II with wording given by CVM Instruction No. 593, of November 17, 2017.

III – have been approved in a certification exam whose methodology and content have been previously approved by the CVM; IV – have an impeccable reputation; V – not be disqualified or suspended from holding office in financial institutions and other entities authorized to operate by the CVM, by the Central Bank of Brazil, by the Superintendence of Private Insurance – SUSEP or by the National Superintendence of Complementary Pension – PREVIC; VI – not have been convicted of bankruptcy crime, malfeasance, bribery, extortion, embezzlement, “money” laundering or concealment of assets, rights and values, against the popular economy, the order economic, consumer relations, public faith or public property, the national financial system, or a criminal penalty that prohibits, even temporarily, access to public offices, by decision res judicata, except in the case of rehabilitation; VII – not be prevented from administering their assets or disposing of them due to a judicial decision or administrative; and

VII – not be prevented from administering their assets or disposing of them due to a judicial decision or administrative;  Item VII with wording given by CVM Instruction No. 593, of November 17, 2017.

VIII – fill out the form of Annex 15-I in order to prove their aptitude for the exercise of the activity.
VIII – not be included in the credit protection services registry;  Item VIII with wording given by CVM Instruction No. 593, of November 17, 2017.

IX – not be included in a list of defaulting principals of an entity administering an organized market;  Item IX included by CVM Instruction No. 593, of November 17, 2017.

X – not have titles protested against them; and  Item X included by CVM Instruction No. 593, of November 17, 2017.

XI – fill out the form of Annex 15-I in order to prove their aptitude for the exercise of the activity.
 Item XI included by CVM Instruction No. 593, of November 17, 2017.

§ 1º The Department of Institutional Investor Relations - SIN may, exceptionally, waive compliance with the requirements provided for in items II and III of the caput of this
article, provided that the applicant possesses:

I – proven professional experience of at least 7 (seven) years in activities directly related to the management of administered portfolios of securities and investment funds; or II – notoriety and high qualification in an area of knowledge that qualifies him for the exercise of the activity of administration of securities portfolios.

§ 2º Professional experience within the securities market is not considered, for the purposes of the provisions of § 1º of this article:

I – acting as an investor;
II – the provision of services in an unpaid manner; or III – the completion of an internship.

§ 3º For the maintenance of authorization by the CVM, the administrator of securities portfolios, natural person, is exempt from compliance with the requirements provided for in items II and III of the caput, if he has not had to comply with them to obtain his authorization.

§ 4º In the cases provided for in items VIII to X of the caput, the SIN may evaluate the convenience and the opportunity of granting the requested authorization, considering the individual situation of the applicant, as well as the circumstances and the materiality of the case.  § 4º included by CVM Instruction No. 593, of November 17, 2017.

§ 5º The natural person portfolio administrator and the responsible directors referred to in § 4º of art. 4º cannot obtain or maintain registration as an autonomous investment agent.  § 5º included by CVM Instruction No. 597, of April 26, 2018.

Subsection II – Legal Entity Administrator

Art. 4º For the purposes of obtaining and maintaining authorization by the CVM, the administrator of securities portfolios, legal entity, must meet the following requirements:

I – have headquarters in Brazil;
II – have in its corporate object the exercise of administration of securities portfolios and be regularly constituted and registered in the National Registry of Legal Entities - CNPJ; III – assign responsibility for the administration of securities portfolios to one or more statutory directors authorized to exercise the activity by the CVM, in accordance with §§ 5º and 6º of this
article;
IV – assign responsibility for compliance with rules, policies, procedures and internal controls and this Instruction to a statutory director;

V – if the registration is in the “resource manager” category, assign responsibility for risk management to a statutory director, who may be the same person referred to in item IV; VI – its direct or indirect controlling partners must meet the requirements provided for by items IV, V, VI and VII of art. 3º; VII – constitute and maintain adequate human and computational resources to the size and area of operation of the legal entity; and VIII – fill out the form of Annex 15-II in order to prove their aptitude for the exercise of the activity.

§ 1º The use of abbreviations and words or expressions that induce the investor to error in the name of the legal entity referred to in the caput is prohibited.

§ 2º The director responsible for the administration of securities portfolios cannot be responsible for any other activity in the capital market, in the institution or outside it, except by the provision of securities consulting.

§ 2º The director responsible for the administration of securities portfolios cannot be responsible for any other activity in the capital market, in the institution or outside it.  § 2º with wording given by CVM Instruction No. 593, of November 17, 2017.

§ 3º The directors responsible for risk management and for compliance with rules, policies, procedures and internal controls and this Instruction:

I – must exercise their functions with independence; and II – cannot act in functions related to the administration of securities portfolios, intermediation and distribution or securities consulting, or in any activity that limits their independence, in the institution or outside it.

§ 4º The directors responsible for the administration of securities portfolios, for the implementation and compliance with rules, policies, procedures and internal controls and this Instruction, for risk management and for the distribution of investment fund shares may exercise the same functions in controlling, controlled, affiliated or commonly controlled companies.

I – may exercise the same functions in controlling, controlled, affiliated or commonly controlled companies; and II – cannot obtain or maintain registration as an autonomous investment agent.  § 4º with wording given by CVM Instruction No. 593, of November 17, 2017.

§ 5º The securities portfolio administrator may indicate more than one director responsible for administration activities, provided that the legal entity:

I – administers securities portfolios of diverse nature or aimed at diverse customer profiles; and II – its administrative structure contemplates the existence of a division of activities between the portfolios, which must be administered independently and exclusively, especially with regard to the taking of investment decisions.

§ 6º The securities portfolio administrator registered simultaneously in the categories resource manager and fiduciary administrator must indicate a director responsible exclusively for the fiduciary administration activity.

§ 7º The responsibility assignments provided for in items III, IV and V of the caput must be recorded in the contract or in the corporate bylaws of the legal entity or in a meeting minutes of its board of directors.

§ 8º The computational resources provided for in item VII of the caput must:

I – be protected against tampering; and
II – maintain records that allow audits and inspections to be carried out.

Art. 5º In the event of impediment of any of the directors responsible for the administration of securities portfolios for a period longer than 30 (thirty) days, the substitute must assume the said responsibility, and the CVM must be notified, in writing, within a period of 1 (one) business day from its occurrence.

Section II – Application for Registration of Securities Portfolio Administrator

Art. 6º The request for authorization to exercise the activity of administration of portfolios of securities must be sent to the SIN and accompanied by the documents identified in the:

I – Annex 6-I, if natural person; or
II – Annex 6-II, if legal entity.

Art. 7º The SIN has 45 (forty-five) business days to analyze the request, counted from the date of protocol, provided that the request is accompanied by all documents necessary for the granting of the authorization.

§ 1º If any of the documents necessary for the granting of the authorization is not filed with the registration request, the period referred to in the caput will be counted from the date of protocol of the last document that completes the instruction of the authorization request.

§ 2º The period referred to in the caput may be interrupted only once, if the SIN requests from the applicant additional information or documents.

§ 3º The applicant has 20 (twenty) business days to comply with the requirements formulated by the SIN.

§ 4º The period for compliance with the requirements may be extended, only once, by 10 teen) business days, upon prior and reasoned request formulated by the applicant to the SIN.

§ 5º The SIN has 30 (thirty) business days to manifest itself regarding the compliance with the requirements and of the approval of the request, counted from the date of protocol of the documents and information delivered for the compliance with the requirements.

§ 6º If the requirements have not been met, the SIN, within the period established in § 5º, will send a letter to the applicant with the indication of the requirements that were not considered met.

§ 7º Within a period of 10 (ten) business days counted from the receipt of the letter referred to in § 6º or in the remainder of the period for the end of the period referred to in § 3º, whichever is longer, the applicant may comply with the requirements that were not considered met.

§ 8º The SIN has 30 (thirty) business days to manifest itself regarding the compliance with the requirements and of the approval of the registration request, counted from the date of protocol of the documents and information delivered for the compliance with the requirements in response to the letter mentioned in § 6º.

§ 9º Non-compliance with the periods mentioned in §§ 3º, 4º and 7º implies automatic denial of the authorization request.

§ 10 The absence of manifestation of the SIN in the periods mentioned in the caput, §§ 5º and 8º implies automatic approval of the authorization request.

Art. 7º-A The CVM may celebrate a technical cooperation agreement for support to the examination of the requests for registration referred to in art. 6º with entities that, at the discretion of the Autarchy, prove to have conditions material and adequate facilities for the execution of the object, as well as previous experience and recognized technical and operational capacity in carrying out this same activity or an activity of a similar nature.

§ 1º The agreements referred to in the caput must establish rules that deal, at minimum, with:

I – the periods and procedures that must be observed by the entity participating in the agreement in the conduct of the preliminary analyses of the registration requests referred to in art. 6°; II – the possibility of the applicant of the registration request sending the information and documents provided for in art. 6º directly to the entity participating in the agreement;

III – the minimum content of the technical report to be sent to the CVM indicating the results of the preliminary analysis carried out by the entity participating in the agreement on the compliance with the provisions of art. 6º; IV – the obligations of the entity participating in the agreement, including with respect to:

a) the criteria to be applied in the preliminary analysis of compliance with the provisions of art. 6º by the applicant; and b) the production of periodic reports on the preliminary analysis activity. V – supervision, by the CVM, of the performance of the entity and its agents in compliance with the provisions of the agreement; and VI – the consequences of non-compliance with the agreement by the entity.

§ 2º In conducting the preliminary analysis of the registration request, the entity participating in the agreement may request from the applicant of the registration request additional information or documents that are necessary for the verification of compliance with the provisions of art. 6º.

§ 3º The periods and procedures provided for in §§ 1º to 10 of art. 7° of this Instruction apply to the preliminary analysis of the registration request.

§ 4º The opinion issued by the entity participating in the agreement in the technical report on the compliance with art. 6º does not replace or bind the decision of the SIN regarding the approval or denial of the registration request.  Art. 7-A included by CVM Instruction No. 597, of April 26, 2018.

CHAPTER III – SUSPENSION AND CANCELLATION OF AUTHORIZATION FOR THE EXERCISE
OF THE ACTIVITY OF ADMINISTRATOR OF SECURITIES PORTFOLIOS
Section I – Suspension of Registration

Art. 8º The portfolio administrator, natural person, may request the suspension of its registration for a period of up to 36 (thirty-six) months.

SECURITIES COMMISSION BOARD
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 558, OF MARCH 26, 2015 12 § 1º After the period of suspension requested has ended, the portfolio administrator will automatically be authorized to exercise portfolio administration activities and obligated to comply with the provisions of the regulation. § 2º The portfolio administrator may request more than one suspension of its registration, provided that the total period of suspensions does not exceed 36 (thirty-six) months. Art. 8º-A. The SIN must suspend the authorization of the portfolio administrator, whether natural or legal person, if the periodic obligations provided for in Art. 15 of this Instruction are not complied with for a period exceeding 12 (twelve) months. § 1º The SIN must inform the respective securities portfolio administrator of the suspension of its authorization by means of an official letter sent to the electronic address recorded in its registration form, and by means of a communication on the CVM page on the worldwide computer network. § 2º The securities portfolio administrator whose registration is suspended may request the reversal of the suspension through a reasoned request, sent to the SIN, accompanied by documents proving compliance with the overdue periodic obligations. § 3º The SIN has 15 (fifteen) business days to analyze the request for reversal of the suspension, counted from the date of protocol of all documents necessary to prove compliance with the overdue periodic obligations. § 4º The period referred to in § 3º may be interrupted, only once, if the SIN requests additional information or documents from the applicant, with a new period starting to run from the fulfillment of the requirements. § 5º The applicant has 10 (ten) business days, extendable by an equal period upon prior and reasoned request formulated by the applicant to the SIN, to fulfill the requirements formulated. § 6º The absence of manifestation by the SIN within the period mentioned in § 3º implies automatic approval of the request for reversal of the suspension of the administrator's registration. § 7º Non-compliance with the period mentioned in § 5º implies automatic denial of the request for reversal of suspension.

Art. 8º-A included by CVM Instruction No. 593, of November 17, 2017.
Section II – Cancellation Ex Officio
Art. 9º The SIN must cancel the authorization of the securities portfolio administrator in the following cases:
I – death of the securities portfolio administrator who is a natural person; II – extinction of the securities portfolio administrator who is a legal person; III – if the falsity of documents or declarations presented to obtain the authorization is found; or III – if the falsity of documents or declarations presented to obtain the authorization is found;
Item III with wording given by CVM Instruction No. 593, of November 17, 2017.
IV – if, due to a supervening fact duly proven, it becomes evident that the person authorized by the CVM no longer meets any of the requirements and conditions, established in this Instruction, for the granting of authorization. IV – if, due to a supervening fact duly proven, it becomes evident that the person authorized by the CVM no longer meets any of the requirements and conditions, established in this Instruction, for the granting of authorization; or
Item IV with wording given by CVM Instruction No. 593, of November 17, 2017.
V – if the suspension of authorization referred to in Art. 8º-A is not reversed within the period of 12 (twelve) months.
Item V included by CVM Instruction No. 593, of November 17, 2017.
§ 1º The SIN must previously communicate to the securities portfolio administrator the decision to cancel its registration, according to items III and IV of the main text, granting it a period of 10 (ten) business days, counted from the date of receipt of the communication, to present its reasons for defense or regularize its registration.

§ 1º with wording given by CVM Instruction No. 593, of November 17, 2017.
§ 2º From the decision to cancel registration according to the provisions of items III and IV of the main text, an appeal lies to the CVM, with suspensive effect, in accordance with current regulations. § 2º From the decision to cancel registration according to the provisions of items III, IV and V of the main text, an appeal lies to the CVM, with suspensive effect, in accordance with current regulations.
§ 2º with wording given by CVM Instruction No. 593, of November 17, 2017.
Section III – Voluntary Cancellation
Art. 10. The request for cancellation of the authorization to exercise the activity of securities portfolio administration must be requested to the SIN. § 1º The request referred to in the main text must be accompanied by a declaration that, on the date of the request, the applicant no longer exercises the activity. § 2º The SIN has 15 (fifteen) business days, counted from the protocol, to approve or deny the cancellation request. § 3º The period referred to in § 2º may be interrupted only once, if the SIN requests additional information or documents from the applicant, with a new period starting to run from the fulfillment of the requirements. § 4º The applicant has 10 (ten) business days to fulfill the requirements formulated by the SIN. § 5º The absence of manifestation by the SIN within the period mentioned in § 2º implies automatic approval of the request for cancellation of the applicant's registration.

SECURITIES COMMISSION BOARD
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 558, OF MARCH 26, 2015 15 § 6º Non-compliance with the period mentioned in § 4º implies automatic denial of the cancellation request.

§ 6º included by CVM Instruction No. 593, of November 17, 2017.
CHAPTER IV – INFORMATION DISCLOSURE
Section I – General Rules
Art. 11. The information disclosed by the securities portfolio administrator must be:
I – true, complete, consistent and not induce the investor to error; and II – written in simple, clear, objective and concise language.
§ 1º Information relating to securities portfolios under its administration cannot assure or suggest the existence of a guarantee of future results or exemption from risk for the investor. § 2º The information provided must be useful for the evaluation of the service rendered. Art. 12. The SIN may determine that the information provided for in this Instruction be presented electronically or through the CVM page on the worldwide computer network, according to the database structure and programs provided by the CVM. Art. 13. If the disclosed information presents inaccuracies or improprieties that could induce the investor to error, the SIN may require:
I – the cessation of the disclosure of the information; and II – the broadcasting, with equal prominence and through the medium used to disclose the original information, of corrections and clarifications, which must expressly state that the information is being republished by determination of the CVM. Art. 14. The securities portfolio administrator, legal person, must maintain a page on the worldwide computer network with the following updated information:

SECURITIES COMMISSION BOARD
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 558, OF MARCH 26, 2015 16 I – reference form, the content of which must reflect Annex 15-II; II – code of ethics, in order to concretize the duties of the administrator provided for in Art. 16 of this Instruction; III – rules, procedures and description of internal controls, developed for compliance with this Instruction; IV – risk management policy; V – policy on the purchase and sale of securities by administrators, employees, collaborators and by the company itself; V – policy on the trading of securities by administrators, employees, collaborators and by the company itself;

Item V with wording given by CVM Instruction No. 593, of November 17, 2017.
VI – manual for pricing assets of the securities portfolios it administers, even if this manual was developed by third parties; and VII – policy on allocation and splitting of orders among securities portfolios. § 1º The securities portfolio administrator registered exclusively in the fiduciary administrator category does not need to present the risk management policy referred to in item IV and the allocation policy referred to in item VII. § 2º The securities portfolio administrator registered exclusively in the asset manager category does not need to present the asset pricing manual for the portfolio referred to in item VI.

SECURITIES COMMISSION BOARD
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 558, OF MARCH 26, 2015 17
Section II – Periodic Information
Art. 15. The securities portfolio administrator must send to the CVM, until March 31 of each year, through an electronic system available on the CVM page on the worldwide computer network, a reference form, the content of which must reflect:
I – Annex 15-I, if a natural person; or
II – Annex 15-II, if a legal person.
Sole Paragraph. The securities portfolio administrator, natural person, who acts exclusively as an agent or employee of a securities portfolio administrator organized as a legal person is exempt from sending the reference form referred to in item I.
CHAPTER V – CONDUCT RULES
Section I - General Rules
Art. 16. The securities portfolio administrator must:
I – exercise its activities with good faith, transparency, diligence and loyalty towards its clients; II – perform its duties in such a way as to:
a) seek to meet the investment objectives of its clients; and b) avoid practices that could harm the fiduciary relationship maintained with its clients; III – faithfully comply with the investment fund regulation or the contract previously signed in writing with the client, this contract containing the characteristics of the services to be provided, among which include:
a) the investment policy to be adopted; b) detailed description of the remuneration charged for services;

SECURITIES COMMISSION BOARD
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 558, OF MARCH 26, 2015 18 c) the risks inherent to the various types of securities operations in stock markets, over-the-counter markets, futures settlement markets and share lending operations that it intends to carry out with the client's resources; d) the content and frequency of information to be provided to the client; and e) information about other activities the administrator carries out in the market and potential conflicts of interest existing between such activities and the administration of the managed portfolio; IV – keep updated, in perfect order and available to the client, in the form and deadlines established in its internal rules and regulation, all documentation relating to securities operations comprising the administered portfolios in which the client is an investor; V – hire custody service or certify that financial assets comprising the portfolios under its administration are kept in custody by an entity duly authorized for such service, taking all useful or necessary measures to defend the interests of its clients; VI – transfer to the portfolio any benefit or advantage that it may achieve as a result of its status as a securities portfolio administrator, observing the exception provided for in the specific regulation of investment funds; VII – in the case of a managed portfolio, contractually establish the information to be provided to the client, pertinent to the investment policy and the securities comprising the administered portfolio; VIII – inform the CVM whenever it verifies, in the exercise of its duties, the occurrence or indications of violation of legislation that falls under the CVM's supervision, within a maximum period of 10 (ten) business days from the occurrence or identification; and IX – in the case of an administrator, legal person, establish a policy related to the purchase and sale of securities by administrators, employees, collaborators, controlling partners and by the company itself. IX – in the case of an administrator, legal person, establish a policy related to the trading of securities by administrators, employees, collaborators, controlling partners and by the company itself.

Item IX with wording given by CVM Instruction No. 593, of November 17, 2017.
Sole Paragraph. The securities portfolio administrator registered exclusively in the asset manager category, and in the exercise of the function in investment funds, does not need to comply with the provisions of items IV and V. Art. 16-A. The provision of securities portfolio administration service using automated systems or algorithms is subject to the obligations and rules provided for in this Instruction and does not mitigate the administrator's responsibilities. Sole Paragraph. The source code of the automated system or the algorithm must be available for inspection by the CVM at the company's headquarters in uncompiled version.
Art. 16-A included by CVM Instruction No. 593, of November 17, 2017.
Section II - Prohibitions
Art. 17. It is prohibited for the securities portfolio administrator:
I – act as counterparty, directly or indirectly, in transactions with portfolios it administers, except in the following cases:
a) when it concerns administration of managed securities portfolios and there is prior, written authorization from the client; or b) when, although formally contracted, it does not demonstrably hold discretionary power over the portfolio and does not have prior knowledge of the transaction; II – modify the basic characteristics of the services it provides without prior adequate formalization according to the terms provided for in the contract and regulation; III – make advertising guaranteeing levels of profitability, based on historical performance of the portfolio or securities and market indices; IV – make any promises regarding future returns of the portfolio; V – incur or make loans in the name of its clients, except for the cases described in § 3º;

SECURITIES COMMISSION BOARD
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 558, OF MARCH 26, 2015 20 VI – provide surety, guarantee, acceptance or co-obligate in any other form regarding the administered assets; VII – trade with the securities of the portfolios it administers with the purpose of generating brokerage revenue or rebate for itself or for third parties; and VIII – neglect, under any circumstances, the defense of the rights and interests of the client. § 1º The prohibition set forth in item I of this article does not apply to securities portfolio administrators when carried out through an investment fund, the possibility of the fiduciary administrator or manager acting as counterparty to the fund being stated in the fund regulation, if applicable. § 2º The authorization referred to in clause “a” of item I of the main text must contain, when it concerns a portfolio owned by a legal person, the identification of the natural person responsible for the prior authorization. § 3º Portfolio administrators may use the assets of securities portfolios to provide guarantees for operations of the portfolios themselves, as well as lend and borrow bonds and securities in loans, provided that such loan operations are conducted exclusively:
I – through a service authorized by the Central Bank of Brazil or by the CVM; or II – if the asset is traded abroad, through a service authorized to operate with the lending of bonds and securities in its country. § 4º In cases of public distribution where the legal person responsible for the administration of securities portfolios, or related parties, participates in the distribution consortium, subscription of securities for the portfolio is admitted, provided that under identical conditions prevailing in the market or in which the administrator would contract with third parties. Art. 18. Members of the investment committee, or similar body, that make decisions regarding resource management, must observe the duties and prohibitions provided for in items I, II, III, VI and VIII of Art. 16 and in items I, III, IV, V, VI, VII and VIII of Art. 17.

SECURITIES COMMISSION BOARD
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 558, OF MARCH 26, 2015 21
CHAPTER VI – RULES, PROCEDURES AND INTERNAL CONTROLS
Art. 19. The securities portfolio administrator, legal person, must guarantee, through adequate internal controls, permanent compliance with norms, policies and regulations in force, referring to the various modalities of investment, to the activity of securities portfolio administration itself and to ethical and professional standards. Sole Paragraph. Internal controls must be effective and consistent with the nature, complexity and risk of the operations performed. Art. 20. The securities portfolio administrator, legal person, must exercise its activities in such a way as to:
I – ensure that all professionals performing functions related to securities portfolio administration act impartially and know the code of ethics and applicable norms, as well as the policies provided for by this Instruction and the provisions regarding internal controls; and II – identify, manage and eliminate any conflicts of interest that may affect the impartiality of persons performing functions related to securities portfolio administration. Sole Paragraph. The securities portfolio administrator, legal person, must develop and implement rules, procedures and internal controls, in writing, with the objective of ensuring compliance with the provisions of the main text and its items. Art. 21. The securities portfolio administrator, legal person, must establish mechanisms for:
I – ensuring control of confidential information to which its administrators, employees and collaborators have access; II – ensuring the existence of periodic security tests for information systems, especially those maintained in electronic media; and

SECURITIES COMMISSION BOARD
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 558, OF MARCH 26, 2015 22 III – implementing and maintaining a training program for administrators, employees and collaborators who have access to confidential information, participate in investment decision processes or participate in quota distribution processes for investment funds. Art. 22. The director responsible for the implementation and compliance of rules, policies, procedures and internal controls and of this Instruction must send to the administrative bodies of the securities portfolio administrator, until the last business day of January of each year, a report relating to the civil year immediately preceding the delivery date, containing:
Art. 22. The director responsible for the implementation and compliance of rules, policies, procedures and internal controls and of this Instruction must send to the administrative bodies of the securities portfolio administrator, until the last business day of April of each year, a report relating to the civil year immediately preceding the delivery date, containing:

Art. 22 with wording given by CVM Instruction No. 604, of December 13, 2018.
I – the conclusions of the examinations carried out; II – recommendations regarding any deficiencies, with the establishment of remediation schedules, when applicable; and III – the statement of the director responsible for securities portfolio administration or, when applicable, of the director responsible for risk management regarding the deficiencies found in previous checks and the planned measures, according to a specific schedule, or effectively adopted to remedy them. Sole Paragraph. The report referred to in the main text must be available for the CVM at the headquarters of the securities portfolio administrator.
Section I - Risk Management
Art. 23. The asset manager must implement and maintain a written risk management policy that allows permanent monitoring, measurement and adjustment of the risks inherent to each of the securities portfolios. § 1º The policy referred to in the main text must be consistent and verifiable and establish, at minimum, the following:

COMMISSION OF SECURITIES AND EXCHANGE COMMISSIONS Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 558, OF MARCH 26, 2015 23

I – the procedures necessary for the identification and monitoring of exposure to market, liquidity, concentration, counterparty, operational, and credit risks that are relevant to securities portfolios; II – the techniques, instruments, and structure used to implement the procedures referred to in item I; III – the risk exposure limits for managed portfolios and investment funds that do not have, respectively, in the contract and in the fund documents, express limits; IV – organizational chart of the positions of the people involved in risk management and their respective attributes and prerogatives and, if applicable, the name of the third party hired to monitor and measure the risks inherent to each of the securities portfolios; V – how often and which people, in addition to the director responsible for the administration of securities portfolios of the resource manager, must receive a report on the risk exposure of each securities portfolio under management; and VI – the frequency with which the policy must be reviewed and evaluated, which must be, at minimum, sufficient to meet the objectives set forth in the caput.

§ 2º The director responsible for risk management must:
I – verify compliance with the written risk management policy; II – send a report on the risk exposure of each securities portfolio under management to the people indicated in the risk management policy with a frequency of at least monthly; and III – diligently supervise, if there is one, a third party hired to measure the risks inherent to each of the securities portfolios.

§ 3º The director responsible for the administration of securities portfolios of the resource manager must take the necessary measures to adjust the risk exposure of the portfolios, based on the limits provided for in the risk management policy, in the managed portfolio contracts, and in the regulations of the investment funds.

§ 4º The fiduciary administrator must:
I – diligently supervise the risk management implemented by the hired resource manager; and II – manage, jointly with the resource manager, liquidity risk, as provided for in the management contract and regulation, which must provide for the necessary mechanisms to ensure the exchange of information between the fiduciary administrator and the manager, necessary for the implementation of liquidity risk management.

§ 5º The professionals responsible for monitoring and measuring the risks inherent to each of the securities portfolios:
I – must exercise their function with independence; II – cannot act in functions related to the administration of securities portfolios, intermediation and distribution, or securities consulting, or in any activity that limits their independence, within the institution or outside it; and III – may exercise the same functions in controlling, controlled, affiliated, or commonly controlled companies.

Section II - Segregation of Activities
Art. 24. The exercise of the administration of securities portfolios must be segregated from the other activities exercised by the legal entity, through the adoption of operational procedures, with the objective of:
I – guaranteeing the physical segregation of facilities between the area responsible for the administration of securities portfolios and the areas responsible for the intermediation and distribution of securities; II – ensuring the proper use of facilities, equipment, and information common to more than one sector of the company; III – preserving confidential information and allowing the identification of people who have access to them; and

IV – restricting access to files and allowing the identification of people who have access to confidential information.

Sole paragraph. The physical segregation of facilities referred to in item I is not necessary between the area responsible for the administration of securities portfolios and the area responsible for the distribution of shares of investment funds of which the legal entity is the administrator or manager.

Art. 25. To comply with the provisions of Art. 24, the securities portfolio administrator must maintain written manuals, which detail the rules and procedures adopted regarding:
I – the segregation of activities, with the objective of demonstrating the total separation of areas or presenting the segregation rules adopted, with a discrimination, at minimum, of those related to the facilities, equipment, and information referred to in item II of Art. 24; and II – confidentiality, defining the rules of secrecy and conduct adopted, with a detailed description of the requirements applicable, at minimum, to its partners, administrators, collaborators, and employees.

Section III - Hiring of Third Parties
Art. 26. In the case of managed portfolios, the securities portfolio administrator may hire third parties, duly qualified and, if applicable, authorized to exercise their respective activities, for the provision of auxiliary services to the administration of securities portfolios.

§ 1º The hiring of third parties for the provision of auxiliary services must be submitted to the prior consent of the client, when:
I – the remuneration of the service provider runs at the client's expense; or II – the service provider is responsible for the management or for the custody and control activities of the assets of the securities portfolio.

§ 2º The prior consent referred to in § 1º must be given through the presentation of the following information:
I – justification for the hiring of a third party;

II – scope of the service to be provided;
III – qualification of the hired person; and
IV – description of the remuneration and the form of payment of the contracted service.

§ 3º The rules for hiring third parties set forth in their respective specific norms apply to investment clubs and funds.

CHAPTER VII – FIDUCIARY ADMINISTRATOR
Art. 27. The activities of custody and control of assets and liabilities must be totally segregated from the activities of resource management.

Sole paragraph. If the portfolio administrator is registered only in the category “fiduciary administrator”, there is no need to designate an institution administrator director to answer exclusively for the administration of securities portfolios, as provided in § 2º of Art. 4º, and the designation may fall upon a director who has a link with other activities, prohibited from accumulating with the activity of administration of the institution's own resources.

Art. 28. The fiduciary administrator must exercise its activities in such a way as to:
I – identify and evaluate internal and external factors that may adversely affect the implementation of the investment policy; and II – ensure that its administrators, employees, and collaborators have access to relevant, reliable, timely, and understandable information for the exercise of their functions and responsibilities.

Section I – Supervision of Contractors
Art. 29. The fiduciary administrator must supervise the services provided by third parties hired on behalf of the fund or the holder of the managed portfolio, in order to verify, at minimum, that:
I – the limits and conditions established in the regulation and in the fund's bylaws or in the managed portfolio contract are complied with by the service providers; II – the service provider has adequate and sufficient human, computational, and structural resources to provide the contracted services;

III – the resource manager adopts a consistent and verifiable risk management policy, which is effectively taken into account in the investment decision-making process; IV – the resource manager adopts a risk management policy compatible with the investment policy it intends to pursue; and V – the custodian has settlement, validation, control, reconciliation, and information monitoring systems that ensure adequate, consistent, and safe treatment for the assets held in custody.

§ 1º When hiring a related party to provide services, the fiduciary administrator must ensure that the operations observe strictly commutative conditions.

§ 2º The fiduciary administrator is not obliged to supervise the services provided by third parties hired directly by the holder of the managed portfolio.

CHAPTER VIII – DISTRIBUTION OF INVESTMENT FUND SHARES
Art. 30. The securities portfolio administrator, a legal entity, may act in the distribution of shares of investment funds of which it is the administrator or manager, provided that:
I – it observes the following specific CVM norms:
a) norms on client registration, conduct, and payment and receipt of values applicable to the intermediation of operations carried out with securities in regulated securities markets; b) norms that provide for the duty to verify the adequacy of products, services, and operations to the client's profile; c) norms that provide for the identification, registration, record, operations, communication, limits, and administrative responsibility regarding the crimes of “money laundering” or concealment of assets, rights, and values; and d) norms that provide for the exchange of information between the distributor and the administrator of investment funds; and

II – it indicates a director responsible for compliance with the norms referred to in item I and, in general, for the activity of distribution of investment fund shares, who may be the same person referred to in item III of Art. 4º.

§ 1º The securities portfolio administrator, when starting to act in the distribution of shares of investment funds of which it is the administrator or manager, must update fields 6.1.d, 8.7, 8.12, and 10.6 of Annex 15-II.

§ 2º If it is not an institution authorized to operate by the Central Bank of Brazil, the securities portfolio administrator cannot hire an autonomous investment agent to distribute investment fund shares.

CHAPTER IX – MAINTENANCE OF FILES
Art. 31. The securities portfolio administrator must maintain, for a minimum period of 5 (five) years, or for a longer period by express determination of the CVM, all documents and information required by this Instruction, as well as all internal and external correspondence, all working papers, reports, and opinions related to the exercise of its functions.

§ 1º The securities portfolio administrator must maintain, for 5 (five) years, a segregated file documenting the operations in which it has been a counterparty to investment funds or managed portfolios.

§ 2º The documents and information referred to in the caput and § 1º may be stored in physical or electronic media, with the substitution of original documents by their digitized images being admitted.

CHAPTER X – PENALTIES AND COMMINATORY FINES
Art. 32. It is considered a serious offense, for the purposes of the provisions of Art. 11, § 3º, of Law No. 6.385, of 1976, the exercise of activities regulated by this Instruction by an unauthorized person or authorized based on false declarations or documents, as well as the violation of the norms contained in Arts. 16, 17, 20, 23, 24, 28, 30, and 31 of this Instruction.

Art. 33. In accordance with the specific norms regarding the subject, the securities portfolio administrator is subject to a daily fine, due to non-compliance with the deadlines provided for in this Instruction for the delivery of periodic information, in the amount of:

I – R$ 500.00 (five hundred reais) for portfolio administrators registered in the category “fiduciary administrator”; II – R$ 200.00 (two hundred reais) for other legal entities; and III – R$ 100.00 (one hundred reais) for natural persons.

Art. 33. The securities portfolio administrator is subject to the daily fine provided for in the specific norm that deals with comminatory fines due to non-compliance with the deadlines provided for in this Instruction for the delivery of periodic information, without prejudice to the provisions of Art. 11 of Law No. 6.385, of 1976.

Art. 33 with wording given by CVM Instruction No. 609, of June 25, 2019.

CHAPTER XI – FINAL AND TRANSITORY PROVISIONS
Art. 34. The securities portfolio administrator who is already registered with the CVM when this Instruction enters into force must adapt to the provisions of the norm until June 30, 2016.

Sole paragraph. Non-compliance with the provisions of the caput of this article entails the cancellation of the authorization to exercise the activity of administration of securities portfolios.

Art. 35. Portfolio administrators of securities portfolios who are already registered before the entry into force of this Instruction will be automatically transferred to the categories created by this Instruction, according to the classification elaborated and published by SIN.

§ 1º In the elaboration of the classification, SIN will take into account:
I – the characteristics of the current registration of the portfolio administrator; II – whether the portfolio administrator exercised, in the last 2 (two) years, the activity of administration of investment funds; and III – whether the portfolio administrator exercised, in the last 2 (two) years, the activity of managing a fund's portfolio.

§ 2º The approval of the registration request that has already been filed on the date of entry into force of the norm will be conditioned on the manifestation of the applicant regarding the category in which it intends to obtain registration.

Art. 36. The following are repealed:
I – CVM Deliberation No. 142, of February 4, 1992; II – CVM Instruction No. 306, of May 5, 1999; III – Annex II of CVM Instruction No. 356, of December 17, 2001; IV – CVM Instruction No. 364, of May 7, 2002; and V – CVM Instruction No. 448, of February 13, 2007.

Art. 37. This Instruction enters into force on January 4, 2016.

Signed original by
LEONARDO P. GOMES PEREIRA
President

ANNEX 6-I
Administrator Documents - Natural Person
Art. 1º The authorization request for the exercise of the activity of administration of securities portfolios, by a natural person, must be accompanied by the following documents:
I – application signed by the interested party; II – proof of approval in the certification exam; III – copy of the diploma of completion of higher education; III - copy of the diploma of completion of higher education or equivalent, in an institution officially recognized in the country or abroad;

Item III with wording given by CVM Instruction No. 593, of November 17, 2017.
IV – registration information provided for in the Instruction that deals with the registration of participants in the securities market; and IV – registration information provided for in the Instruction that deals with the registration of participants in the securities market;
Item IV with wording given by CVM Instruction No. 593, of November 17, 2017.
V – items 1, 3, 5, and 6 of the reference form contained in Annex 15-I of this Instruction filled out and updated until the last business day of the month prior to the protocol of the authorization request at the CVM. V – copy of the CPF and identity card; and
Item V with wording given by CVM Instruction No. 593, of November 17, 2017.
VI – items 1, 3, 5, and 6 of the reference form contained in Annex 15-I of this Instruction filled out and updated until the last business day of the month prior to the protocol of the authorization request at the CVM.
Item VI included by CVM Instruction No. 593, of November 17, 2017.

Art. 2º If the applicant wishes to request authorization for the exercise of the activity of administration of securities portfolios based on § 1º of Art. 3º of this Instruction, must present:
I – application signed by the interested party; II – curriculum containing professional data that evidences the applicant's experience, duly signed; III – copy of the certificate of completion of the main courses mentioned in the curriculum, if the request is made based on item II of § 1º of Art. 3º; IV – declaration from the current and previous employers informing what activities were developed by the applicant and relating the corresponding periods in which they were exercised or, if applicable, copy of the articles of association of companies of which the applicant is or has been a partner; V – registration information provided for in the Instruction that deals with the registration of participants in the securities market; and V – registration information provided for in the Instruction that deals with the registration of participants in the securities market;

Item V with wording given by CVM Instruction No. 593, of November 17, 2017.
VI – items 1, 3, 5, and 6 of the reference form contained in Annex 15-I of this Instruction filled out and updated until the last business day of the month prior to the protocol of the authorization request at the CVM. VI – copy of the CPF and identity card; and
Item VI with wording given by CVM Instruction No. 593, of November 17, 2017.
VII – items 1, 3, 5, and 6 of the reference form contained in Annex 15-I of this Instruction filled out and updated until the last business day of the month prior to the protocol of the authorization request at the CVM.
Item VII included by CVM Instruction No. 593, of November 17, 2017.

Sole paragraph. If it is not possible to obtain the declarations provided for in item IV of this article, the applicant must justify the impossibility and send a copy of the documents that prove the experience mentioned in the curriculum.

ANNEX 6-II
Administrator Documents - Legal Person
Art. 1º The authorization request for the exercise of the activity of administration of securities portfolios, by a legal person, must be accompanied by the following documents:
I – application signed by the legal representative; II – simple copy of the constitutive acts in their current and updated version, duly registered in the competent notary office, which must contain provision for the exercise of the activity and the indication of the person responsible before the CVM; III – registration information provided for in the Instruction that deals with the registration of participants in the securities market; IV – items 1, 2, 3, 4, 7, 8, 10, and 12 of the reference form contained in Annex 15-II of this Instruction duly filled out and updated until the last business day of the month prior to the protocol of the authorization request at the CVM; V – items 5 and 11 of the reference form contained in Annex 15-II of this Instruction duly filled out and updated until the last business day of the month prior to the protocol of the authorization request at the CVM, if the applicant already possesses the requested data; and VI – items 6.1, 6.2, and 9.1 of the reference form contained in Annex 15-II of this Instruction duly filled out and updated until the last business day of the month prior to the protocol of the authorization request at the CVM, with the information regarding the applicant's intentions on such topics.

ANNEX 15-I
Content of the Reference Form – Natural Person (information provided based on positions of December 31)

Declaration by the administrator, attesting:
a. that he reviewed the reference form b. that the set of information contained therein is a true, accurate, and complete portrait of his business
Scope of activities
2.1. Describe in detail the activities of administration of securities portfolios, indicating, at minimum:
a. types and characteristics of services provided (discretionary management, wealth planning, etc.) b. types and characteristics of administered products (investment funds, investment clubs, managed portfolios, etc.)
c. assets under administration

2.2. Describe the profile of clients, providing the following information:
a. number of clients (total and divided between qualified and non-qualified investors) b. number of clients, divided by:
i. natural persons
ii. legal persons (non-financial or institutional)
iii. financial institutions
iv. open entities of supplementary pension
v. closed entities of supplementary pension
vi. own social security regimes

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br INSTRUÇÃO CVM Nº 558, DE 26 DE MARÇO DE 2015 36

vii. insurance companies
viii. capitalization and leasing companies
ix. investment clubs
x. investment funds
xi. non-resident investors
xii. others (specify)

c. financial resources under administration (total and divided between qualified and non-qualified investors)
d. financial resources under administration applied in financial assets abroad e. financial resources under administration, divided between clients:
i. natural persons
ii. legal entities (non-financial or institutional)
iii. financial institutions
iv. open complementary pension entities
v. closed complementary pension entities
vi. own social security regimes
vii. insurance companies
viii. capitalization and leasing companies
ix. investment clubs
x. investment funds
xi. non-resident investors
xii. others (specify)

2.3. Provide the value of financial resources under administration, divided between:
a. shares b. debentures and other fixed-income securities issued by non-financial legal entities
c. fixed-income securities issued by financial legal entities
d. shares of equity investment funds e. shares of equity participation funds f. shares of real estate investment funds g. shares of credit rights investment funds h. shares of fixed-income investment funds
i. shares of other investment funds
j. derivatives (market value) k. other securities
l. public bonds
m. other assets

2.4. Provide other information deemed relevant

Knowledge and experience
3.1. Provide the curriculum, containing the following information:
a. courses completed b. approval in professional certification exam
c. main professional experiences during the last 5 years, indicating:
i. company name
ii. position and functions inherent to the position

iii. main activity of the company where such experiences occurred
3.2. Provide other information deemed relevant

Remuneration
4.1. Regarding each service provided or product managed, as described in item 2.1, indicate the main forms of remuneration practiced.
4.2. Indicate, exclusively in percentage terms of the total revenue recorded in the 36 (thirty-six) months prior to the base date of this form, the revenue from clients during the same period, resulting from:
a. fixed-fee rates b. performance fees
c. other fees
4.3. Provide other information deemed relevant
Contingencies
5.1. Describe judicial, administrative, or arbitral proceedings, which are not under seal, in which the administrator appears in the passive party, and which are relevant to their personal assets, or which may affect their business or professional reputation, indicating:
a. main facts b. values, assets, or rights involved 1
5.2. Describe other relevant contingencies not covered by the previous item
5.3. Describe judicial, administrative, or arbitral convictions, issued in the last 5 (five) years in proceedings that are not under seal, in which the administrator appeared in the passive party, and which were relevant to their personal assets, or which affected their business or professional reputation, indicating:
a. main facts

1 No assessment by the administrator regarding the chance of loss or the value they believe is actually due in case of eventual conviction is required.

b. values, assets, or rights involved

Additional declarations by the administrator, attesting:
Additional declarations by the administrator, informing about:

Item 6 with wording given by CVM Instruction No. 593, of November 17, 2017.
a. that they are not disqualified or suspended from holding office in financial institutions and other entities authorized to operate by the CVM, by the Central Bank of Brazil, by the Private Insurance Superintendence – SUSEP or by the National Superintendence of Complementary Pension – PREVIC a. accusations resulting from administrative proceedings, as well as penalties suffered, in the last 5 (five) years, resulting from activity subject to the control and supervision of the CVM, Central Bank of Brazil, Private Insurance Superintendence – SUSEP or the National Superintendence of Complementary Pension – PREVIC, including that they are not disqualified or suspended from holding office in financial institutions and other entities authorized to operate by the cited bodies
Clause a with wording given by CVM Instruction No. 593, of November 17, 2017.
b. that they have not been convicted of bankruptcy crime, prevarication, bribery, extortion, embezzlement, money "laundering" or concealment of assets, rights and values, against the popular economy, the economic order, consumer relations, public faith or public property, the national financial system or a criminal penalty that prohibits, even temporarily, access to public offices, by a final decision, except for the case of rehabilitation b. convictions for bankruptcy crime, prevarication, bribery, extortion, embezzlement, money "laundering" or concealment of assets, rights and values, against the popular economy, the economic order, consumer relations, public faith or public property, the national financial system, or a criminal penalty that prohibits, even temporarily, access to public offices, by a final decision, except for the case of rehabilitation
Clause b with wording given by CVM Instruction No. 593, of November 17, 2017.

c. that they are not prevented from managing their assets or disposing of them due to judicial and administrative decisions
c. impediments to manage their assets or dispose of them due to judicial and administrative decisions

Clause c with wording given by CVM Instruction No. 593, of November 17, 2017.
d. that they are not included in the credit protection services registry d. inclusion in credit protection services registry
Clause d with wording given by CVM Instruction No. 593, of November 17, 2017.
e. that they are not included in the list of defaulting clients of an organized market administrator entity e. inclusion in the list of defaulting clients of an organized market administrator entity
Clause e with wording given by CVM Instruction No. 593, of November 17, 2017.
f. that they do not have titles protested against them f. titles protested against them
Clause f with wording given by CVM Instruction No. 593, of November 17, 2017.
g. that, in the last 5 (five) years, they have not suffered penalties resulting from activity subject to the control and supervision of the CVM, the Central Bank of Brazil, the Private Insurance Superintendence – SUSEP or the National Superintendence of Complementary Pension – PREVIC g. REVOKED
Clause g revoked by CVM Instruction No. 593, of November 17, 2017.

h. that, in the last 5 (five) years, they have not been accused in administrative proceedings by the CVM, the Central Bank of Brazil, the Private Insurance Superintendence – SUSEP or the National Superintendence of Complementary Pension – PREVIC h. REVOKED

Clause h revoked by CVM Instruction No. 593, of November 17, 2017.

ANNEX 15-II
Content of the Reference Form – Legal Entity
(information provided based on positions as of December 31) SECURITIES PORTFOLIO ADMINISTRATORS The fields marked with "FA" are optional for the administrator registered in the fiduciary administrator category The fields marked with "FG" are optional for the administrator registered in the resource manager category

Identification of persons responsible for the content of the
form
1.1. Declarations by the directors responsible for the administration of
securities portfolios and for the implementation and compliance with rules, procedures and internal controls and this Instruction, attesting that:
a. they reviewed the reference form b. the set of information contained therein is a true, accurate and complete portrait of the structure, business, policies and practices adopted by the company
Company history 2
2.1. Brief history of the company's constitution
2.2. Describe the relevant changes the company has undergone in the last 5 (five) years, including:
a. the main corporate events, such as mergers,

2 The company must inform only data related to the area involved in the administration of securities portfolios, if it exercises other activities.

acquisitions, mergers, spin-offs, alienations and acquisitions of corporate control b. scope of activities
c. human and computational resources
d. rules, policies, procedures and internal controls

Human resources 3
3.1. Describe the company's human resources, providing the following information:
a. number of partners b. number of employees
c. number of outsourced workers
d. list of natural persons who are registered with the CVM as securities portfolio administrators and act exclusively as proxies or employees of the company d list of natural persons who are registered with the CVM as securities portfolio administrators and who act exclusively as proxies, employees or partners of the company

Clause d with wording given by CVM Instruction No. 593, of November 17, 2017.

Auditors
4.1. Regarding independent auditors, indicate, if applicable:
a. business name b. date of hiring of services
c. description of contracted services

3 The company must inform only data related to the area involved in the administration of securities portfolios, if it exercises other activities.

Financial resilience
5.1. Based on the financial statements, attest:
a. if the revenue resulting from fixed-fee rates referred to in item 9.2.a is sufficient to cover the costs and investments of the company with the activity of securities portfolio administration FA b. if the company's equity represents more than 0.02% of the financial resources under administration referred to in item 6.3.c and more than R$ 300,000.00 (three hundred thousand reais) FA
5.2. Financial statements and report referred to in § 5 of art. 1 of this Instruction 4
FG
Scope of activities
6.1. Describe in detail the activities developed by the company, indicating, at minimum:
a. types and characteristics of services provided (discretionary management, wealth planning, controller, treasury, etc.) b. types and characteristics of products administered or managed (investment funds, equity participation funds, real estate investment funds, credit rights investment funds, index funds, investment clubs, managed portfolios, etc.)
c. types of securities subject to administration and management
d. if they act in the distribution of shares of investment funds of which they are administrator or manager

4 The presentation of these financial statements and this report is mandatory only for the administrator registered in the fiduciary administrator category according to item II of § 2 of art. 1.

6.2. Briefly describe other activities developed by the company that are not securities portfolio administration, highlighting:
a. potential conflicts of interest existing between such activities; and b. information on activities exercised by controlling, controlled, affiliated and commonly controlled companies to the administrator and potential conflicts of interest existing between such activities.
6.3. Describe the profile of fund investors 5 and managed portfolios by the company, providing the following information:
FA a. number of investors (total and divided between funds and portfolios intended for qualified and non-qualified investors) FA b. number of investors, divided by: FA
i. natural persons FA
ii. legal entities (non-financial or institutional) FA
iii. financial institutions FA
iv. open complementary pension entities FA
v. closed complementary pension entities FA
vi. own social security regimes FA
vii. insurance companies FA
viii. capitalization and leasing companies
FA

5 If applicable, provide information only on investors of feeder funds, not the master fund.

ix. investment clubs FA
x. investment funds FA
xi. non-resident investors FA
xii. others (specify) FA

c. financial resources under administration (total and divided between funds and portfolios intended for qualified and non-qualified investors)
d. financial resources under administration applied in financial assets abroad e. financial resources under administration of each of the 10 (ten) largest clients (it is not necessary to identify the names) FA f. financial resources under administration, divided between investors:
FA
i. natural persons FA
ii. legal entities (non-financial or institutional) FA
iii. financial institutions FA
iv. open complementary pension entities FA
v. closed complementary pension entities FA
vi. own social security regimes FA
vii. insurance companies FA
viii. capitalization and leasing companies
FA
ix. investment clubs FA
x. investment funds FA

xi. non-resident investors FA
xii. others (specify) FA

6.4. Provide the value of financial resources under administration, divided between:
FA a. shares FA b. debentures and other fixed-income securities issued by non-financial legal entities FA
c. fixed-income securities issued by financial legal entities
FA d. shares of equity investment funds FA e. shares of equity participation funds FA f. shares of real estate investment funds FA g. shares of credit rights investment funds FA h. shares of fixed-income investment funds FA
i. shares of other investment funds FA
j. derivatives (market value) FA k. other securities FA
l. public bonds FA
m. other assets FA

6.5. Describe the profile of resource managers of the securities portfolios in which the administrator exercises fiduciary administration activities
FG
6.6. Provide other information the company deems relevant

Economic group

7.1. Describe the economic group in which the company is included, indicating:
a. direct and indirect controllers b. controlled and affiliated companies
c. the company's participation in group companies
d. group companies' participation in the company e. commonly controlled companies
7.2. If the company wishes, insert an organizational chart of the economic group in which the company is included, provided it is compatible with the information presented in item 7.1.

Operational and administrative structure 6
8.1. Describe the company's administrative structure, as established in its contract or articles of association and internal regulations, identifying:
a. responsibilities of each body, committee and technical department b. regarding committees, their composition, frequency of meetings and how their decisions are recorded
c. regarding board members, their responsibilities and individual powers
8.2. If the company wishes, insert an organizational chart of the company's administrative structure, provided it is compatible with the information presented in item 8.1.
8.3. Regarding each of the directors referred to in items 8.4, 8.5, 8.6 and 8.7 and committee members of the company relevant to the securities portfolio administration activity, indicate, in table form:
a. name b. age
c. profession
d. CPF or passport number e. position held f. date of appointment g. term of office h. other positions or functions held in the company

6 The company must inform only data related to the area involved in the administration of securities portfolios, if it exercises other activities.

8.4. Regarding directors responsible for securities portfolio administration, provide:
a. curriculum, containing the following information:
i. courses completed;
ii. approval in professional certification exam
iii. main professional experiences during the last 5 years, indicating:

company name
position and functions inherent to the position
main activity of the company where such experiences occurred
dates of entry and exit from the position
8.5. Regarding the director responsible for the implementation and compliance with rules, policies, procedures and internal controls and this Instruction, provide:

a. curriculum, containing the following information:
i. courses completed;
ii. approval in professional certification exam
ii approval in professional certification exam (optional)

Item 8.5.a.ii with wording given by CVM Instruction No. 593, of November 17, 2017.
iii. main professional experiences during the last 5 years, indicating:
company name
position and functions inherent to the position
main activity of the company where such experiences occurred
dates of entry and exit from the position
8.6. Regarding the director responsible for risk management, if not the same person indicated in the previous item, provide:
FA a. curriculum, containing the following information: FA
i. courses completed; FA
ii. approval in professional certification exam FA
iii. main professional experiences during the last 5 years, indicating:
FA
company name FA
position and functions inherent to the position FA
main activity of the company where such FA

experiences occurred

dates of entry and exit from the position FA
8.7. Regarding the director responsible for the activity of distributing shares of investment funds, if not the same person indicated in item 8.4, provide:
a. curriculum, containing the following information:
i. courses completed;
ii. approval in professional certification exam
iii. main professional experiences during the last 5 years, indicating:
company name
position and functions inherent to the position
main activity of the company where such experiences occurred
dates of entry and exit from the position
8.8. Provide information on the structure maintained for resource management, including:
FA a. number of professionals FA b. nature of activities developed by its members FA
c. information systems, routines and procedures involved FA
8.9. Provide information on the structure maintained for verification of permanent compliance with applicable legal and regulatory norms for the activity and for supervision of services provided by contracted third parties, including:

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 558, OF MARCH 26, 2015 52

a. number of professionals b. nature of the activities developed by its members
c. the information systems, routines and procedures involved
d. the manner in which the company guarantees the independence of the work performed by the sector

8.10. Provide information on the structure maintained for risk management, including:
FA a. number of professionals FA b. nature of the activities developed by its members FA
c. the information systems, routines and procedures involved FA
d. the manner in which the company guarantees the independence of the work performed by the sector FA

8.11. Provide information on the structure maintained for treasury activities, control and processing of assets, and quota accounting, including:
FG a. number of professionals FG b. the information systems, routines and procedures involved FG
c. the indication of a person responsible for the area and description of their experience in the activity FG

8.12. Provide information on the area responsible for the distribution of investment fund quotas, including:
a. number of professionals

b. nature of the activities developed by its members
c. training program for professionals involved in the distribution of quotas
d. available infrastructure, containing a detailed list of equipment and services used in distribution e. the information systems, routines and procedures involved

8.13. Provide other information that the company deems relevant

Company Remuneration

9.1. With respect to each service provided or product managed, as described in item 6.1, indicate the main forms of remuneration practiced

9.2. Indicate, exclusively in percentage terms on the total revenue earned in the 36 (thirty-six) months prior to the base date of this form, the revenue from clients during the same period resulting from:
a. fixed-based fees b. performance fees FA
c. entry fees FA
d. exit fees FA e. other fees FA

9.3. Provide other information that the company deems relevant

Rules, procedures and internal controls

10.1. Describe the policy for selection, hiring and supervision of service providers
FG

10.2. Describe how transaction costs with securities are monitored and minimized
FA

10.3. Describe the rules for the treatment of soft dollar, such as receipt of gifts, courses, trips, etc.
FA

10.4. Describe the contingency plans, business continuity and disaster recovery plans adopted

10.5. Describe the policies, practices and internal controls for the management of liquidity risk of securities portfolios
FG

10.6. Describe the policies, practices and internal controls for compliance with the specific norms referred to in item I of art. 30, if it decides to act in the distribution of quotas of investment funds of which it is administrator or manager

10.7. Address of the administrator's page on the worldwide computer network where the documents required by art. 14 of this Instruction can be found

Contingencies 7

11.1. Describe the judicial, administrative or arbitral proceedings, which are not under confidentiality, in which the company appears in the passive pole, which are relevant to the company's business, indicating:
a. main facts b. values, assets or rights involved

11.2. Describe the judicial, administrative or arbitral proceedings, which are not under confidentiality, in which the director responsible for the administration of securities portfolios appears in the passive pole and which affect their professional reputation, indicating:

7 The company must inform only data related to the area involved in the administration of securities portfolios, if it exercises other activities.

a. main facts b. values, assets or rights involved

11.3. Describe other relevant contingencies not covered by the previous items

11.4. Describe judicial, administrative or arbitral convictions, final and unappealable, issued in the last 5 (five) years in proceedings that are not under confidentiality, in which the company has appeared in the passive pole, indicating:
a. main facts b. values, assets or rights involved

11.5. Describe judicial, administrative or arbitral convictions, final and unappealable, issued in the last 5 (five) years in proceedings that are not under confidentiality, in which the director responsible for the administration of securities portfolios has appeared in the passive pole and has affected their business or professional reputation, indicating:
a. main facts b. values, assets or rights involved

Additional declarations by the director responsible for administration, attesting:

12 Additional declarations by the director responsible for administration, informing about:

Item 12 with wording given by CVM Instruction No. 593, of November 17, 2017.

a. that they are not disqualified or suspended from holding office in financial institutions and other entities authorized to operate by the CVM, by the Central Bank of Brazil, by the Private Insurance Superintendence – SUSEP or by the National Superintendence of Complementary Pension – PREVIC a. accusations resulting from administrative proceedings, as well as penalties suffered, in the last 5 (five) years, as a result of activity subject to the control and supervision of the CVM, Central Bank of Brazil, Private Insurance Superintendence – SUSEP or the National Superintendence of Complementary Pension – PREVIC, including that they are not disqualified or suspended from holding office in financial institutions and other entities authorized to operate by the cited bodies

Clause a with wording given by CVM Instruction No. 593, of November 17, 2017.

b. that they have not been convicted of bankruptcy crime, prevarication, bribery, extortion, embezzlement, money "laundering" or concealment of assets, rights and values, against the popular economy, the economic order, consumer relations, public faith or public property, the national financial system, or a criminal penalty that prohibits, even temporarily, access to public offices, by a final and unappealable decision, except for the case of rehabilitation b. convictions for bankruptcy crime, prevarication, bribery, extortion, embezzlement, money "laundering" or concealment of assets, rights and values, against the popular economy, the economic order, consumer relations, public faith or public property, the national financial system, or a criminal penalty that prohibits, even temporarily, access to public offices, by a final and unappealable decision, except for the case of rehabilitation

Clause b with wording given by CVM Instruction No. 593, of November 17, 2017.

c. that they are not prevented from administering their assets or disposing of them due to judicial and administrative decision
c. impediments to administer their assets or dispose of them due to judicial and administrative decision

Clause c with wording given by CVM Instruction No. 593, of November 17, 2017.

d. that they are not included in the credit protection services registry d. inclusion in credit protection services registry

Clause d with wording given by CVM Instruction No. 593, of November 17, 2017.

e. that they are not included in the list of defaulting clients of an organized market administrator e. inclusion in the list of defaulting clients of an organized market administrator

Clause e with wording given by CVM Instruction No. 593, of November 17, 2017.

f. that they do not have titles protested against them f. titles protested against them

Clause f with wording given by CVM Instruction No. 593, of November 17, 2017.

g. that, in the last 5 (five) years, they have not suffered penalties as a result of activity subject to the control and supervision of the CVM, the Central Bank of Brazil, the Private Insurance Superintendence – SUSEP or the National Superintendence of Complementary Pension – PREVIC g. REVOKED

Clause g revoked by CVM Instruction No. 593, of November 17, 2017.

Clause h revoked by CVM Instruction No. 593, of November 17, 2017.

CVM Instruction 558 of March 26, 2015 (Revoked)

Lineage: Superseded

Timeline

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