CVM Instruction No. 302 of May 5, 1999 (Revoked)

FULL TEXT OF CVM INSTRUCTION NO. 302, OF MAY 5, 1999, WITH THE CHANGES INTRODUCED BY CVM INSTRUCTIONS NOS. 326/00, 329/00, 336/00 AND 338/00.
CVM INSTRUCTION NO. 302, OF MAY 5, 1999.

Provides for the formation, administration, operation, and information disclosure of investment funds in securities.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Board, in a meeting held on this date, having in view the provisions of CMN Resolution No. 1,787, of February 1, 1991, and Article 19 of Law No. 6,385, of December 7, 1976, HAS DECIDED TO ISSUE THE FOLLOWING INSTRUCTION:

CHAPTER I
SCOPE AND PURPOSE

Art. 1. This Instruction provides for general norms governing the formation, administration, operation, and information disclosure of investment funds in securities.

CHAPTER II
CHARACTERISTICS AND FORMATION

Section I
Characteristics

Art. 2. The fund is a pooling of resources, constituted in the form of a condominium, destined for application in a portfolio of securities.

Art. 3. The name of the fund must contain the expression "Investment Fund" and its investment object, and it is not permitted that names or expressions be added to the fund's name that could induce an incorrect interpretation regarding its objectives, its investment policy, or its target audience.

Art. 4. The fund may be constituted in the form of an open condominium, in which unitholders may request the redemption of their units at any time, or closed, in which the units are only redeemed at the end of the fund's duration term or due to its liquidation, with the amortization of units also being admitted by provision of the bylaws or by decision of the general meeting of unitholders.

Art. 5. The ownership of the fund's units confers upon unitholders equal rights, including regarding terms, rates, and expenses.

Art. 6. The fund is governed by the provisions contained in its bylaws, and must disclose its main characteristics to the public through a prospectus prepared in accordance with this Instruction.

Art. 7. The fund that maintains an average net asset value below R$ 100,000.00 (one hundred thousand reais) for a period of three consecutive months must be immediately liquidated or incorporated into another fund.

Art. 8. After ninety days of authorization for operation by the CVM, no unitholder may hold more than forty-nine percent of the units issued by the fund.

§1. The provision in the caput does not apply when the unitholder is a fund of funds of investment funds in securities or one of the investors referred to in items II, III, and IV of Article 99.

§1. The provision in the caput does not apply when the unitholder is a fund of funds of investment funds in securities or one of the investors referred to in items II and III of Article 99.

• §1 with wording given by CVM Instruction No. 326, of February 11, 2000.

§2. The fund that remains out of compliance with the provision in the caput for more than three months must be immediately liquidated or incorporated into another fund.

Art. 9. The fund that intends to carry out operations with derivatives that may result in significant asset losses or, in particular, lead to negative net asset value, must insert, respectively, on the cover of its prospectus and in all disclosure material, in a clear, legible, and prominent manner, one of the following warnings, as appropriate:

Art. 9. The fund that intends to carry out operations with derivatives that may result in significant asset losses or, in particular, lead to negative net asset value, must insert, respectively, on the cover of its prospectus and in all disclosure material, in a clear, legible, and prominent manner, one of the following warnings, as appropriate: (NR)

• "Caput" with wording given by CVM Instruction No. 326, of February 11, 2000.

I - "THIS FUND USES DERIVATIVE STRATEGIES AS AN INTEGRAL PART OF ITS INVESTMENT POLICY. SUCH STRATEGIES, AS ADOPTED, MAY RESULT IN SIGNIFICANT ASSET LOSSES FOR ITS UNITHOLDERS."; or

II - "THIS FUND USES DERIVATIVE STRATEGIES AS AN INTEGRAL PART OF ITS INVESTMENT POLICY. SUCH STRATEGIES, AS ADOPTED, MAY RESULT IN SIGNIFICANT ASSET LOSSES FOR ITS UNITHOLDERS, POSSIBLY EVEN CAUSING LOSSES EXCEEDING THE APPLIED CAPITAL AND THE CONSEQUENT OBLIGATION OF THE UNITHOLDER TO PROVIDE ADDITIONAL RESOURCES TO COVER THE FUND'S LOSS."

Art. 10. The fund may pay directly to unitholders the amounts attributed to it as dividends, distributed by companies whose shares are part of its portfolio, provided that this form of remuneration is expressly provided for in the bylaws.

Section II
Formation and Operation

Art. 11. The operation of the investment fund in securities depends on prior authorization by the CVM.

Art. 12. The formation of the fund must be deliberated by its administrator, who, in this act, must also approve the full text of its bylaws.

Art. 13. The request for authorization for operation, signed by the fund's administrator, must be accompanied by the following documents:

I - document containing the deliberation of formation and the full text of its bylaws, in three copies, duly initialed and signed;

II - three copies of the prospectus, as provided in Chapter V;

III - disclosure material to be used in the distribution of the fund's units;

IV - declaration by the fund's administrator that it has signed the contracts mentioned in Article 51, if applicable, and that they are available to the CVM;

IV – declaration by the fund's administrator that it has signed the contracts mentioned in Articles 51 and 52, if applicable, and that they are available to the CVM; (NR)

• Item IV with wording given by CVM Instruction No. 326, of February 11, 2000.

V - name of the independent auditor; and

VI - statement demonstrating the differentiation of investment policy or target audience of the fund, in relation to other funds under the responsibility of the same administrator.

VII – declaration by the administrator provided for in the terms of Annex I to this instruction.

• Item VII with wording given by CVM Instruction No. 338, of June 21, 2000.

§1. In the case of a closed fund, the request for authorization for distribution of units and other documents provided for in § 1 of Article 28 must also be presented.

§2. After the granting of authorization for operation by the CVM, and prior to the start of unit distribution, the formation document and the fund's bylaws must be registered at a deeds and documents registry office.

§3. The request for authorization for the operation of a new fund will only be examined when its administrator has met the requirements formulated by the CVM, regarding other funds in operation that are under its administration.

§4. If the registration request is denied, the documents that accompanied it must remain available to the applicant for a period of ninety days, counted from the date of receipt of the notice of denial of the request, after which such documents must be destroyed.

Art. 14. The CVM will cancel the authorization for operation:

I - in the case of an open fund, when it has not reached, within ninety days from the date of granting the authorization, the average net asset value referred to in Art. 7; or

II - in the case of a closed fund, when the total subscription of the units representing its initial net asset value is not completed, within the period referred to in Art. 29.

Sole Paragraph. The CVM, due to a reasoned request and at its exclusive discretion, may extend the periods provided for in items I and II, for a period no longer than the initial period.

Art. 15. The administrator must send to the CVM, within ten days following the first subscription of units of an open fund or the end of the subscription of units of a closed fund, the following information:

I - registration number of the fund in the National Registry of Legal Entities - CNPJ;

II - date of the first subscription of units of the open fund; and

III - list of subscribers of units of the closed fund.

CHAPTER III
UNITS

Art. 16. The units of the fund correspond to ideal fractions of its net asset value, and must be registered and book-entry in the name of their holder.

§1. The status of unitholder is characterized by registration in the register of unitholders.

§2. The value of the unit results from the division of the net asset value by the number of units of the fund at the close of the day.

Art. 17. The unit of an open fund cannot be the subject of assignment or transfer, except by judicial decision.

Art. 18. The unit of a closed fund may be transferred via an assignment and transfer term, signed by the assignor and the assignee, and registered at a deeds and documents registry office, or through a stock exchange or over-the-counter market entity where the fund is listed.

Art. 19. Every unitholder, upon entering the fund, must attest, by means of an adherence term, that they received the prospectus and the bylaws, that they are aware of the investment policy, the possibility of negative net asset value, and their responsibility for additional resource contributions.

Sole Paragraph. The administrator must maintain, available for CVM inspection, the adherence term referred to in this article, duly signed by the investor, or an electronic system recognized by system audit, which guarantees compliance with the provision in the caput.

Art. 20. The subscription of the value of the units of the fund, open or closed, except as provided in item I of Article 100, must always be in national currency, and the receipt provided to the investor must expressly state the value of the invested resources.

Art. 21. In the case of an open fund, in the issuance of units, the value calculated at the close of the day or the day following the effective availability of the resources entrusted by investors to the administrator must be used, as provided in the fund's bylaws. (NR)

• Article with wording given by CVM Instruction No. 326, of February 11, 2000.

Art. 22. For the purpose of exercising the right of redemption by the unitholder, the units of the open fund may be subject to a lock-up period, counted from the date of issuance of the unit.

Art. 23. Redemption must be effected by check, credit to a checking account, or payment order, without charging any fee or expense, except for the exit fee and the hypothesis provided for in item III of Article 100, when established in the fund's bylaws.

Art. 24. The unit value used for redemption must be that calculated at the close of the day following the receipt of the redemption request at the headquarters or branches of the institution responsible for the service.

Art. 25. The maximum period for payment of redemption is four business days, counted from the receipt of the request, except for the hypothesis provided for in item II of Article 100.

§1. In special cases, with prior approval of the CVM, redemption may be effected in securities or in a period longer than four business days.

§2. A fine of half a percent of the redemption value, to be paid by the fund's administrator, for each day of delay in the payment of unit redemption, is due to the unitholder, except as provided in the preceding paragraph.

Art. 26. In a closed fund, amortization is considered the payment to all unitholders of the fund of a portion of the value of their units, without reducing the number of their units.

CHAPTER IV
DISTRIBUTION OF UNITS

Art. 27. The distribution of fund units may only be carried out by institutions that are part of the securities distribution system.

Art. 28. The distribution of units of a closed fund depends on prior authorization by the CVM.

§1. The request for authorization for distribution of units must be accompanied by:

I - declaration, by the fund's administrator, that the distribution contract with an institution part of the distribution system has been signed and is available to the CVM, if applicable;

II - disclosure material to be used during the distribution of units;

III - prospectus;

IV - information regarding the maximum and minimum number of units to be distributed, the issuance value, and other relevant information about the distribution;

V - draft of the announcement of the start of distribution, which, after approval of the distribution by the CVM, must be published in the periodical used for the disclosure of the fund's information; and

VI - draft of the announcement of the end of distribution, which must be published, after the end of the unit distribution, in the same periodicals mentioned in the previous item.

§2. The CVM will not authorize a new distribution before the previous distribution is fully subscribed.

Art. 29. The total subscription of units of the closed fund must be closed within a maximum period of one hundred and eighty days from the date of authorization of the distribution by the CVM.

§1. In the event that, during the unit distribution process, the administrator decides to alter any of the previously disclosed conditions, the distribution must be suspended, obtaining the consent of subscribers regarding the new conditions, and the refund of the fully subscribed value, duly remunerated for the time elapsed, to subscribers who do not agree with the new conditions.

§2. After approval by the CVM of the new distribution conditions, the prospectus and whatever else is due must be corrected, prior to the restart of the distribution, and a new distribution announcement must be published.

Art. 30. The amounts received in the subscription of units, during the unit distribution process of a closed fund, must be deposited in a commercial bank, in the name of the fund, and their immediate application in fixed-income securities, public or private, or in units of financial investment funds with fixed-income characteristics is mandatory.

§1. The administrator of the fund must send monthly to the CVM, during the distribution period, within a maximum period of fifteen days, counted from the end of the month, a statement of the portfolio applications.

§2. In the case of a fund already in operation, the values related to the new distribution of units must be recorded separately from the other applications of the fund, until the end of the distribution.

§3. If the distributed units do not reach the minimum net asset value provided for within one hundred and eighty days, counted from the date of granting authorization, the values obtained during the unit distribution must be immediately prorated among the subscribers, in proportion to the subscribed values, plus the net earnings earned by the fund's applications.

Art. 31. The announcement of the start of distribution of units of a closed fund must contain:

I - name of the fund;

II - name and address of the fund's administrator;

III - name and address of the institutions responsible for the distribution;

IV - investment policy, target audience, and main characteristics of the fund;

V - market where the fund's units are traded;

VI - subscription and subscription conditions;

VII - date of the start of distribution;

VIII - clarification that more information and copies of the prospectus and bylaws can be obtained at the institutions responsible for the distribution of units or at the CVM;

IX - number and date of the authorization letter for the distribution; and

X - the wording, in a prominent manner: "The authorization of this distribution does not imply, on the part of the CVM, guarantee of the truthfulness of the information provided or judgment on the quality of the fund, its administrator, or the units to be distributed."

Art. 32. The announcement of the end of distribution of the closed fund must contain:

I - name of the fund;

II - name and address of the fund's administrator;

III - name and address of the institutions responsible for the distribution;

IV - quantity of units distributed;

V - number and date of the authorization letter for the distribution; and

VI - the wording, in a prominent manner: "This Announcement is of an Exclusively Informational Nature, Not Constituting an Offer to Sell Units."

Art. 33. The CVM may, at its discretion, and based on the characteristics of the distribution, dispense with the publication of distribution announcements.

CHAPTER V
THE PROSPECTUS

Art. 34. The prospectus must contain all relevant information for the investor regarding the fund's investment policy and the risks involved, as well as the main rights and responsibilities of unitholders and administrators.

§1. The prospectus must be available during the distribution period in a sufficient number of copies, at the distribution locations.

§2. The delivery of the updated prospectus is mandatory when the unitholder enters the fund, and the administrator must keep proof of this delivery in its custody.

§3. The prospectus must be altered and sent to the CVM when there are modifications to the fund's bylaws.

§3. Whenever the prospectus is altered, the fund's administrator must send a copy thereof to the CVM. (NR)

• §3 with wording given by CVM Instruction No. 326, of February 11, 2000.

Art. 35. The prospectus must contain information on the following topics, as well as any other information considered relevant:

I - management goals and objectives of the fund, as well as its target audience;

II - investment policy and asset allocation ranges, discriminating the analysis and selection process thereof;

III - hiring of third parties to provide services to the fund;

IV - specification of the fund's fees and other expenses;

IV – specification, in a prominent and clear manner, of the fund's fees and other expenses; (NR)

• Item IV with wording given by CVM Instruction No. 326, of February 11, 2000.

V - policy of relations with market institutions, comprising:

a) policy for the selection of financial intermediaries;

b) policy of acting in public distributions of securities.

VI - presentation of the administrator and their respective experience;

VII - conditions for purchasing fund units, comprising minimum and maximum investment limits, as well as minimum values for remaining in the fund;

VIII - conditions for redeeming units and, if applicable, lock-up period;

IX - profit distribution policy, comprising payment terms and conditions;

X - risks involved, identifying:

a) general risks;

b) policy and limits of leverage through derivatives;

c) risk management policy;

d) risks resulting from portfolio concentration, informing, in addition, the limits of application in securities issued by the same issuer;

e) limit of application in securities and securities issued by the administrator and affiliated companies (Art. 86, § 2); and

f) limit of application in funds administered by the administrator or by companies affiliated with it.

Sole Paragraph. The prospectus must contain, in a prominent manner, the wording:

"The authorization for the sale of units of this fund does not imply, on the part of the CVM, guarantee of the truthfulness of the information provided or judgment on the quality of the fund or its administrator." (NR)

• Sole Paragraph added by CVM Instruction No. 326, of February 11, 2000.

Sole Paragraph. The prospectus must contain, in a prominent manner, the wording:

"The authorization for the sale of units of this fund does not imply, on the part of the CVM, guarantee of the truthfulness of the information provided or of the adequacy of the fund's bylaws or its prospectus to the current legislation or judgment on the quality of the fund or its administrator." (NR)

• Sole Paragraph with wording given by CVM Instruction No. 338, of June 21, 2000.

CHAPTER VI
THE FUND BYLAWS

Section I
Mandatory Provisions of the Bylaws

Art. 36. The fund's bylaws must, mandatorily, provide for:

I - qualification of the fund's administrator;

II - type of fund, whether open or closed;

III - duration term, whether determined or undetermined;

IV - investment policy;

V - administration, entry, and exit fees;

V - conditions for the redemption of units, including amortization, in the case of a closed fund; (NR)

• Item V with wording given by CVM Instruction No. 326, of February 11, 2000.

VI - conditions for the redemption of units, including amortization, in the case of a closed fund;

VI - profit distribution; (NR)

• Item VI with wording given by CVM Instruction No. 326, of February 11, 2000.

VII - profit distribution; and

VII – target audience; and (NR)

• Item VII with wording given by CVM Instruction No. 326, of February 11, 2000.

VIII - target audience.

VIII – in a prominent manner, administration, entry, and exit fees, and, if applicable, performance fee. (NR)

• Item VIII with wording given by CVM Instruction No. 326, of February 11, 2000.

Section II
Amendment of the Bylaws

Art. 37. The amendment of the fund's bylaws depends on the approval of the general meeting of unitholders, specially convened for this purpose, by notice and correspondence, from which the amendments to be proposed must expressly appear.

Art. 37. The amendment of the fund's bylaws depends on the approval of the general meeting of unitholders, specially convened for this purpose, by correspondence, from which the amendments to be proposed must expressly appear. (NR)

• Article with wording given by CVM Instruction No. 326, of February 11, 2000.

Art. 38. The approved modifications will enter into force from the date of protocolization at the CVM of the following documents:

I - copy of the publication of the notice convening the general meeting and a declaration signed by the administrator, attesting that correspondence was sent to all unitholders;

I - declaration by the administrator, attesting that correspondence has been sent to all unitholders, specifying the matters to be deliberated;

• Item I with wording given by CVM Instruction No. 326, of February 11, 2000.
  II - list of unitholders present at the general meeting; III - copy of the minutes of the general meeting; IV - copy of the bylaws, consolidating the changes made, duly registered at the deeds and documents registry; and V - modifications made to the prospectus.

Art. 39. The fund's bylaws may be altered, independently of the general meeting or consultation with unitholders, whenever such alteration results exclusively from the need to meet an express requirement of the CVM, to comply with legal or regulatory norms, or due to the update of the fund administrator's address.

Sole paragraph. These alterations must be communicated to the unitholders, by correspondence and through the periodicals intended for the dissemination of information about the fund, within a period of up to thirty days. Sole paragraph. These alterations must be communicated to the unitholders, by correspondence, within a period of up to thirty days. (NR)

• Sole paragraph with wording given by CVM Instruction No. 326, of February 11, 2000.

Art. 40. The administrator has a period of up to thirty days to carry out the alterations determined by the CVM, counted from the receipt of the correspondence that formulates said requirements.

CHAPTER VII
OF THE GENERAL MEETING
Section I
Of Competence

Art. 41. It is exclusively within the competence of the general meeting of unitholders:

I - to deliberate on:
a) the accounting statements presented by the administrator; b) the periodical in which the fund's publications are made; c) the substitution of the administrator; d) the merger, incorporation, spin-off, or liquidation of the fund; e) the transformation of a closed-end fund into an open-end fund, and from open-end to closed-end, observing the provisions of arts. 93 and 94; f) the increase in the management fee and the exit fee; g) the issuance of new shares, in the closed-end fund; h) the amortization of shares and the distribution of results, if not provided for in the bylaws, when it concerns a closed-end fund; and i) the alteration of the fund's investment policy. II - the alteration of the fund's bylaws.

Section II
Of Convocation

Art. 42. The convocation of the general meeting must be made through an announcement published in the periodical intended for the dissemination of information about the fund and by correspondence sent to each unitholder. Art. 42. The convocation of the general meeting must be made by correspondence sent to each unitholder. (NR)

• "Caput" with wording given by CVM Instruction No. 326, of February 11, 2000.

§1º The convocation must necessarily include the day, time, and location where the general meeting will be held, and, in a succinct manner, the subjects to be addressed.

§2º The convocation of the general meeting must be made at least ten days in advance of the date of its holding.

Art. 43. The general meeting must be convened by the fund's administrator annually, until June 30 of each year, to deliberate on the matters provided for in item I, "a", of art. 41.

Sole paragraph. The general meeting may only be held after the sending to unitholders of the accounting statements relating to the second semester of the fiscal year.

Art. 44. In addition to the convocation provided for in the previous article, the general meeting may be convened at any time by the administrator or by a unitholder or group of unitholders who hold, at least, five percent of the total issued shares.

Sole paragraph. When the holding of the general meeting is motivated by the initiative of the unitholder(s), the administrator must carry out the convocation, within thirty days, at the expense of the requester(s), unless the general meeting so convened deliberates otherwise.

Section III
Of the Deliberation Process

Art. 45. The deliberations of the general meeting, which must be installed with the presence of at least one unitholder, are taken by the criterion of the majority of the shares held by the unitholders present, with one vote attributed to each share.

Sole paragraph. The matters provided for in items "c", "d", "e", "f" and "i" of item I of art. 41, in the case of a closed-end fund, and the matter provided for in items "d", "e", "f" and "i" of the same device, in the case of an open-end fund, may only be approved by the vote of the unitholders who hold:
I - the absolute majority of the issued shares, when it concerns a closed-end fund; or II - the absolute majority of the shares owned by the unitholders present, when it concerns an open-end fund.

Art. 45. The deliberations of the general meeting, which must be installed with the presence of at least one unitholder or legal representative, are taken by the criterion of the majority of the shares held by the unitholders present, with one vote attributed to each share.

Sole paragraph. The matters provided for in items "c", "d", "e", "f" and "i" of item I of art. 41, in the case of a closed-end fund, may only be approved by the vote of the unitholders who hold the absolute majority of the issued shares. (NR)

• Article with wording given by CVM Instruction No. 326, of February 11, 2000.

Art. 46. Only unitholders of the fund may vote in the general meeting.

Sole paragraph. The representatives of the unitholders, or their legally constituted proxies for less than one year, have standing to attend the general meeting.

Art. 46. Only unitholders of the fund, their legal representatives or proxies legally constituted for less than one year, may vote in the general meeting.

• Article with wording given by CVM Instruction No. 326, of February 11, 2000.

Art. 47. The administrator and its employees may not vote in the general meetings of the fund, except when it concerns a fund intended exclusively for them.

Art. 48. The decisions of the general meeting must be transcribed in minutes to be published in the periodical intended for the dissemination of information about the fund.

Sole paragraph. In the monthly statement referred to in item II of art. 63, a summary of the decisions of the general meeting must be sent to each unitholder.

Art. 48. A summary of the decisions of the general meeting must be sent to each unitholder, at the latest by the month following its holding, and the monthly statement referred to in item II of art. 63 may be used for this purpose. (NR)

• Article with wording given by CVM Instruction No. 326, of February 11, 2000.

CHAPTER VIII
OF THE ADMINISTRATION
Section I
Of General Provisions

Art. 49. The administration of the fund may only be exercised by a legal entity, authorized by the CVM for the professional exercise of portfolio administration, according to art. 23 of Law No. 6,385, of December 7, 1976.

Sole paragraph. The legal entity referred to above must indicate the director or managing partner responsible for the administration of the fund before the CVM.

Art. 50. The fund administrator, observing legal limitations and those provided for in this Instruction, has powers to practice all acts necessary for the administration of the fund's portfolio, as well as to exercise all rights inherent to the assets that integrate it, including the hiring of third parties legally qualified to provide services related to the fund's activities.

Sole paragraph. The administrator may hire a third party, equally qualified for the professional exercise of portfolio administration, to manage the fund's portfolio, observing the provisions of § 1º of art. 51.

Art. 51. When the administration of the fund is not exercised by a financial institution or an institution part of the securities distribution system, the administrator must hire an institution legally qualified to:
I - carry out treasury services, such as:
a) opening and moving bank accounts, in the name of the fund; b) receiving resources, upon the issuance or full payment of shares, and payment, upon the redemption of shares or the liquidation of the fund; c) receiving dividends and any other income; and d) financial settlement of all operations of the fund. II - bookkeeping of the issuance and redemption of shares; and III - the distribution of the fund's shares.

§1º The institutions and persons hired to carry out services are jointly liable with the fund administrator, in the exercise of their duties, for the damages they cause to the unitholders.

§2º The expenses of hiring the services described in the caput of this article must be funded by the administrator, and may not be considered as fund expenses.
§2o Contracts for the provision of services for the fund signed by its administrator with third parties must be kept available to the CVM. (NR)

• Article with wording given by CVM Instruction No. 326, of February 11, 2000.

§3º Contracts for the provision of services for the fund signed by the administrator with third parties must be kept available to the CVM.

Art. 52. The fund administrator, if not accredited by the CVM as a provider of securities custody services, must hire an institution accredited for this activity, and the respective contracts must contain a clause that:
I - stipulates that only orders signed by the administrator or by its legal representative or duly authorized agent may be accepted by the custodian institution; II - prohibits the custodian from executing orders that are not directly linked to the portfolio administration operations of the fund; and III - clearly stipulates the price of the services.

Art. 53. Orders to buy and sell shares, securities, and financial assets must always be issued with precise identification of the fund.

Sole paragraph. In cases where the same institution administers several funds, the grouping of orders will be admitted, provided that the administrator has implemented a system that allows for the allocation, among the funds, of purchases and sales, through equitable and pre-established criteria, and the record of such distribution must be kept available to the CVM for a minimum period of one year. (NR)

• Sole paragraph added by CVM Instruction No. 326, of February 11, 2000.

Art. 54. The bylaws must fix the management fee for the fund's administration services, and an entry fee and exit fee may be provided for, provided that the criteria for their assessment and payment conditions are explicit.

§1º The management and exit fees may not be increased without prior approval of the general meeting; the administrator may, however, unilaterally reduce the fees, communicating the fact to the CVM and to the unitholders, and promoting the appropriate alteration of the prospectus.

§2º Management fees earned as a result of the fund's result (performance fees) may only be charged in funds for qualified investors, according to what its bylaws provide.

§3º The management fee must be appropriated per business day as a fund expense.

Art. 54. The bylaws must provide for the criteria for assessment and payment conditions of the management fee, of a fee based on the fund's result (performance fee), if any, and an entry fee and/or exit fee may also be provided for.

§1o The fees provided for in the caput may not be increased without prior approval of the general meeting; the administrator may, however, unilaterally reduce the fees to which it is entitled, communicating the fact to the CVM and to the unitholders, and promoting the appropriate alteration of the prospectus.

§2o Performance fees may only be charged in funds that cumulatively meet the conditions listed below: a) minimum individual value of the initial investment and of staying in the fund of R$50,000.00 (fifty thousand reais); b) minimum individual value of other movements of R$ 5,000.00 (five thousand reais).

§3o The charging of the performance fee must meet the following criteria:
a) linkage to a previously approved CVM variable income market index; b) charging per period, at least, semi-annually; c) charging after the deduction of all expenses, including the management fee; and d) provisioning, per business day, in a way that reflects in the fund's share the effect of this provision.

§4o It is prohibited to charge a performance fee when the value of the fund's share is lower than its value at the time of the last effective charge.

§5o If the unitholder enters the fund when the share value is lower than the value at the time of the last effective performance charge, the fund administrator may charge an adjustment on the unitholder's individual performance, until the share value reaches again the value at the time of the last effective performance charge, provided that this is clearly explicit in the fund's bylaws.

§6o Funds intended exclusively for qualified investors may charge a performance fee, according to what their bylaws provide.

§7o The administrator may establish that portions of the management fee are paid directly by the fund to the service providers hired, provided that the sum of these portions does not exceed the total amount of the management fee fixed in the fund's bylaws.

§8o The management fee of open-end funds must be appropriated per business day as a fund expense. (NR)

• Article and §§ 1º to 8º with wording given by CVM Instruction No. 326, of February 11, 2000.

§9o The funds referred to in § 2o may admit as unitholders their employees and/or partners, expressly indicated by the director responsible before the CVM, exempting them from the requirements provided for regarding the minimum values of initial investment, staying, and movements.” (NR)

• §9º added by CVM Instruction No. 336, of May 15, 2000.

Art. 55. It is prohibited for the administrator to practice the following acts in the name of the fund:
I - receive deposit in a checking account;
II - contract or make loans, except in a modality regulated by the CVM; III - provide guarantee, aval, acceptance or co-obligate in any other form; IV - promise predetermined yield to unitholders; V - carry out operations with shares outside the stock exchange or organized over-the-counter market by an entity authorized by the CVM, except for the hypotheses of subscription in public distributions, of exercise of preemptive rights, and of conversion of debentures into shares; VI - sell shares on installment; and VII - apply resources in the subscription or acquisition of shares of its own issuance. VII – apply resources in the subscription or acquisition of shares of its own issuance, except for the provisions of § 4o of art. 86. (NR)

• Item VII with wording given by CVM Instruction No. 326, of February 11, 2000.

Art. 56. Without prejudice to the administrator's responsibilities for the fund's activities, advisory councils may be constituted, at the initiative of the unitholders or the administrator, which may not be remunerated at the fund's expense.

Section II
Of the Administrator's Obligations

Art. 57. The following are included among the obligations of the fund administrator:

I - to ensure that the following are maintained, at its expense, updated and in perfect order:
a) the register of unitholders; b) the minutes book of the general meetings; c) the attendance book of unitholders; d) the opinions of the independent auditor; e) the accounting records relating to the operations and to the fund's assets; and f) the documentation relating to the fund's operations, for a period of five years. II - in the event of the instigation of an administrative procedure by the CVM, to maintain the documentation referred to in the previous item until its conclusion; III - to exercise, or ensure that they are exercised, all rights arising from the assets and from the fund's activities; IV - to employ, in the defense of the unitholder's rights, the diligence required by the circumstances, practicing all acts necessary to ensure them, taking even the appropriate judicial measures; V - to exercise its activities always seeking the best conditions for the fund; VI - to fund the expenses with the fund's advertising, including the elaboration of the prospectus; VII - to transfer to the fund any benefit or advantage that it may achieve as a result of its condition as fund administrator; VII – transfer to the fund any benefit or advantage that it may achieve as a result of its condition as fund administrator, admitting, exceptionally, that the administrator of the share fund may be remunerated by the administrator of the fund in which it applies the resources of its fund; (NR)

• Item VII with wording given by CVM Instruction No. 336, of May 15, 2000.

VIII - to keep the securities and financial assets comprising the fund's portfolio custodied in an entity authorized to exercise the activity by the CVM;

VIII – keep the financial assets and/or operational modalities comprising the funds' portfolios custodied, registered and/or in deposit account directly in the name of the fund, segregated from the administrator's account, centralized in a single entity authorized to exercise the activity by the CVM; (NR)

• Item VIII with wording given by CVM Instruction No. 336, of May 15, 2000.

IX - to pay the penalty fine, in accordance with current legislation, per day of delay in compliance with the deadlines provided for in this Instruction; X - to elaborate and disseminate the information provided for in Chapters IX and X of this Instruction; XI - to request the admission to negotiation of closed-end fund shares in a stock exchange or in an organized over-the-counter market; XI – request, if applicable, the admission to negotiation of closed-end fund shares in a stock exchange or in an organized over-the-counter market; (NR)

• Item VII with wording given by CVM Instruction No. 326, of February 11, 2000.

XII - to maintain a unitholder service, responsible for clarifying doubts and receiving complaints; XIII - to observe the provisions contained in the fund's bylaws; and XIV - to comply with the deliberations of the general meeting.

§1º The unitholder service must be directly subordinate to the director responsible before the CVM for the administration of the fund.

§1o The unitholder service must be directly subordinate to the director responsible before the CVM for the administration of the fund or to another director especially indicated to the CVM for this function. (NR)

• §1º with wording given by CVM Instruction No. 326, of February 11, 2000.

§2º The telephone and address for correspondence of the service mentioned in item XII must appear in all fund dissemination material, as well as in the newsletters sent to unitholders.

§2o The telephone and address for correspondence of the service mentioned in item XII must appear in the newsletters sent to unitholders. (NR)

• §2º with wording given by CVM Instruction No. 326, of February 11, 2000.

Section III
Of the Substitution of the Administrator

Art. 58. The fund administrator must be substituted in the following hypotheses:
I - de-accreditation for the exercise of portfolio administration activity, by decision of the CVM; II - resignation; or III - dismissal, by deliberation of the general meeting.

Art. 59. In the event of the administrator's de-accreditation, the CVM must appoint a temporary administrator, who must immediately convene a general meeting to elect its substitute or to deliberate on the liquidation of the fund.

Art. 60. In the event of resignation, the administrator must publish a prior notice in the periodical used for the publication of the fund's information, and must immediately communicate the fact to the CVM.

§ º The administrator must convene a general meeting of unitholders, within a maximum period of thirty days, counted from the date of the communication of the resignation, to deliberate on its substitution or the liquidation of the fund.

§2º The administrator to be substituted, in the hypothesis provided for in the caput, remains responsible for the administration of the fund until the CVM manifests favorably on its substitution.

Art. 61. In the event of dismissal by the general meeting, the administrator must immediately communicate such fact to the CVM.

CHAPTER IX
OF THE DISSEMINATION OF INFORMATION AND RESULTS
Section I
Of Information

Art. 62. The fund administrator is obliged to disseminate, widely and immediately, any act or relevant fact, in order to guarantee all unitholders access to information that may, directly or indirectly, influence their decisions regarding staying in the fund or, in the case of other investors, regarding the acquisition of shares.

Art. 63. The fund administrator is obliged to:
I - disseminate, daily, the net value of the share and the net asset value of the open-end fund; and II - send monthly to unitholders, within seven days, counted from the closing of the month to which it refers, an account statement containing:
a) name of the fund and its CNPJ registration number; b) name, address and registration number of the administrator in the CNPJ or in the Individual Taxpayer Registry - CPF; c) name of the unitholder; d) balance and value of the shares at the beginning and at the end of the period and the movement occurred during the same; and e) place and date of issuance.

Art. 64. The administrator must, within a maximum period of five business days after the closing of each month, make available to unitholders information on the yield earned in the month, the value and composition of the portfolio, discriminating quantity, type and value of the shares, securities and financial assets that integrate it, the value and its percentage on the total portfolio, highlighting, when applicable, applications in affiliated companies and in funds administered by the administrator or by companies affiliated with it.

Art. 65. If the unitholder has not communicated to the fund administrator the update of its address, the sending of information referred to in item II of art. 63 is not mandatory if the last correspondence sent has been returned due to incorrect declared address.

Art. 65. If the unitholder has not communicated to the fund administrator the update of its address, the sending of the information provided for in this Instruction is not mandatory if the last correspondence sent has been returned due to incorrect declared address. (NR)

• Article with wording given by CVM Instruction No. 326, of February 11, 2000.

Art. 66. The administrator must send the following information to the CVM, without prejudice to other information that may be required:

I – daily, in the case of an open-end fund:
a) net asset value per share; b) net assets; and c) share issuances and redemptions carried out on the day.

II - monthly:
a) synthetic statement, according to the model defined by the CVM, by the fifth business day after the end of the month to which it refers; b) trial balance, statements of portfolio composition and diversification, and statements of sources and uses of resources, within fifteen days after the end of the month to which they refer; and

III - semi-annually, within a period of up to sixty days counted from the end of the semi-annual period to which they refer:
a) administrator's semi-annual report; b) opinion of the independent auditor, regarding the accounting statements and the statements provided for in the previous item; and b) opinion of the independent auditor, regarding the accounting statements; and (NR)

• Clause "b" with wording given by CVM Instruction No. 326, of February 11, 2000.

c) list of judicial or extrajudicial demands, whether in defense of the shareholders' rights or by them against the fund administration, indicating the date of their start, the stage in which they are, and the final solution, if any. c) list of judicial or extrajudicial demands, whether in defense of the shareholders' rights or by them against the fund administration, indicating the date of their start, the stage in which they are, and the final solution, if any. (NR)

• Clause "c" with wording given by CVM Instruction No. 326, of February 11, 2000.

Sole Paragraph. All documents to be forwarded to the CVM must be signed by the director or managing partner responsible for the portfolio administration of the legal entity.

Section II
Of the Semi-Annual Report

Art. 67. Within sixty days after the end of the period referred to in Art. 78, the administrator must send to the CVM and to the shareholders a report on the operations and results of the fund in the previous semi-annual period.

Art. 68. In addition to others that the administrator deems relevant, the report must address the following aspects:

I - basic information, comprising:
a) return earned; b) value and composition of the portfolio, discriminating quantity, type, and price of the shares, bonds, and securities that integrate it, the value of each investment and its percentage on the total value of the portfolio, highlighting, if any, investments in affiliated companies or in funds administered by the administrator; and b) value and composition of the portfolio, discriminating quantity, type, and price of the shares, bonds, and securities that integrate it, the value of each investment and its percentage on the net assets, highlighting, if any, investments in affiliated companies or in funds administered by the administrator; and (NR)

• Clause "b" with wording given by CVM Instruction No. 326, of February 11, 2000.

c) accounting statements, accompanied by the opinion of the independent auditor.

II - analysis of the fund's portfolio in light of the adopted strategy and the objectives of the investment policy;

III - performance presentation, comprising:
a) evolution of the share value on the last day of each of the last twenty-four months; and b) in the case of a fund whose investment policy is associated with some index, the evolution of said index in the same period.

IV - management fees, with the identification of fixed and variable fees, as the case may be, in current currency and as a percentage of the fund's net assets;

V - brokerage expenses, comprising the total value debited to the fund and the percentage of the value debited as brokerage expenses in relation to the fund's average net assets. V - brokerage expenses, comprising the total value debited to the fund and the percentage of the value debited as brokerage expenses in relation to the average value of the fund's stock portfolio. (NR)

• Item V with wording given by CVM Instruction No. 326, of February 11, 2000.

VI - other expenses, informing:
a) total value debited to the fund, discriminating the main types of expenses; and b) percentage of the value debited as expenses in relation to the fund's average net assets.

VII - the change of administrator, portfolio manager, or their responsible directors;

VIII - information on amounts of resources under the responsibility of the fund administrator, discriminating:
a) those exclusively under its management; b) those whose management has been contracted with third parties; and c) those whose management has been contracted with the administrator.

Sole Paragraph. The information referred to in items IV, V, and VI must cover the four semi-annual periods prior to the preparation of the report.

Section III
Of Disclosure

Art. 69. The information provided or any disclosure material of the fund cannot be inconsistent with the prospectus, the fund's regulations, or with the semi-annual report filed with the CVM.

Sole Paragraph. If the advertising text presents inaccuracies or improprieties that may induce the investor to evaluation errors, the CVM may require that corrections and clarifications be disseminated, with equal prominence, through the medium used to disseminate the original advertising text, and it must expressly state that the information is being republished by CVM determination.

Art. 70. No disclosure material can assure or suggest guarantee of future results or exemption from risk for the investor.

Art. 71. Any advertising material containing disclosure of results can only be disseminated in the media after a waiting period of six months, from the effective start of the fund's operation. Art. 71. Any disclosure of information about the fund's results can only be made, by any means, after a waiting period of six months, from the effective start of the fund's operation. (NR)

• Article with wording given by CVM Instruction No. 326, of February 11, 2000.

Art. 72. Any disclosure of results must necessarily include at least the net return of the last six months prior to the month of disclosure, presenting comparison with some market reference index, in the same periods used to present the fund's return, mentioning the dates to which the presented data refer. Art. 72. Any information, disclosed by any means, in which reference to the fund's return is included, must necessarily: (NR)

• "Caput" with wording given by CVM Instruction No. 326, of February 11, 2000.

I - mention the date of the start of its operation; (NR)

• Item I added by CVM Instruction No. 326, of February 11, 2000.

II – refer, at minimum, to a period of 1 (one) calendar month, being prohibited the disclosure of return calculated in periods inferior to that; (NR)

• Item II added by CVM Instruction No. 326, of February 11, 2000.

III – cover, at minimum, the last three years or the period since its constitution, if more recent; (NR)

• Item III added by CVM Instruction No. 326, of February 11, 2000.

IV – be accompanied by the value of the arithmetic mean of the sum of its net assets calculated on the last business day of each month, in the last three years or since its constitution, if more recent. (NR)

• Item IV added by CVM Instruction No. 326, of February 11, 2000.

Sole Paragraph. If the administrator contracts the services of a credit rating agency, it must present, in all disclosure material, the grade conferred to the fund, as well as the indication of how to obtain more information about the evaluation carried out.

Art. 73. In all advertising material disclosing the fund's results, information about the fund's net assets on the limit dates, initial and final, of the periods used for the presentation of return must be included. Art. 73. The disclosure of return must be accompanied by comparison, in the same period, with a market index compatible with its investment policy. (NR)

• "Caput" with wording given by CVM Instruction No. 326, of February 11, 2000.

§1o The index used for the comparison referred to in the caput must be maintained in the other disclosures of the fund's return, during its existence. (NR)

• §1 added by CVM Instruction No. 326, of February 11, 2000.

§2o Without prejudice to the provisions of the caput, comparison with other performance parameters is permitted. (NR)

• §2 added by CVM Instruction No. 326, of February 11, 2000.

Art. 74. In the case of disclosure of the fund comparatively to other funds, the dates, periods, source of the information used, criteria adopted, and everything else that is relevant for adequate evaluation must be informed in the same material.

Art. 75. Any disclosure of return must inform, when applicable, the incidence of exit or performance fee that reduces the share value or the number of shares upon redemption, clarifying its value and method of calculation.

Art. 76. Whenever the disclosure material presents information referring to return occurred in previous periods, a warning must be included, with prominence, that:

I - the return obtained in the past does not represent a guarantee of future results; and

II - investments in funds are not guaranteed by the administrator or by any insurance mechanism, or even by the credit guarantee fund.

CHAPTER X
OF ACCOUNTING STATEMENTS AND AUDIT REPORTS

Section I
Of Accounting Statements

Art. 77. The fund must have its own accounting records, and the fund's accounts and accounting statements must be segregated from those of the administrator.

Art. 78. The fund's accounting statements, relating to the periods ending on March 31 and September 30, are subject to the accounting standards issued by the CVM.

Art. 79. The accounting statements must be published within sixty days after the end of the period, in the periodicals destined for the disclosure of information related to the fund, and made available to any interested party who requests them from the administrator. Art. 79. The accounting statements must be made available to any interested party who requests them from the administrator, within sixty days after the end of the period. (NR.)

• Article with wording given by CVM Instruction No. 326, of February 11, 2000.

Art. 80. The preparation of the accounting statements must observe the specific standards issued by the CVM.

Section II
Of the Audit of Accounting Statements

Art. 81. The fund's accounting statements must be audited, semi-annually, by an independent auditor registered with the CVM, observing the standards that regulate the exercise of the activity.

Art. 82. In cases of fund liquidation, the independent auditor must issue an opinion on the statement of net asset movement, comprising the period between the date of the last audited accounting statements and the date of the effective liquidation of the fund, manifesting itself on the movements occurred in the period.

Sole Paragraph. In its opinion, the auditor must also attest whether the redemption values were or were not carried out under equitable conditions and in accordance with the relevant regulation, as well as the non-existence of unaccounted debts, credits, assets, or liabilities.

Art. 83. The auditor must manifest itself on the parameter used for the conversions of the fund share values in cases of incorporation, merger, or spin-off, as well as on the value of the shares of the funds resulting from such operations.

CHAPTER XI
OF THE PORTFOLIO

Art. 84. The fund must maintain its assets invested according to the investment object defined for the different types of investment funds in bonds and securities, as provided in specific regulation issued by the CVM.

Sole Paragraph. The fund must adapt to the requirements of diversification and portfolio composition, according to the provisions of its regulations, within a maximum period of sixty days, counted from the date of the first share subscription, in the open-end fund, and from the date of the end of the first share distribution, in the closed-end fund.

Art. 85. Only bonds or securities of fixed income registered in trading, clearing, and settlement systems administered by entities authorized by the CVM or by the Central Bank of Brazil can integrate the fund's portfolio.

Art. 86. The fund cannot hold more than ten percent of its net assets in bonds or securities issued by the administrator or affiliated companies, prohibiting the acquisition of shares issued by the administrator.

§1º The fund's regulations must provide for the maximum percentage of investment in shares of investment funds administered by its administrator or a company affiliated with it.

§2º An affiliated company is considered one in which the fund administrator or portfolio manager, their controllers, administrators, or respective spouses, partners, or relatives up to the second degree, participate in a percentage greater than ten percent of the social capital, directly or indirectly, individually or jointly, or in which they occupy an administrative position.

§3o The provisions of the caput do not apply to funds administered by institutions controlled, directly or indirectly, by the Federal Union. (NR)

• §3 added by CVM Instruction No. 326, of February 11, 2000.

§4o Funds that seek to reproduce market indices may acquire shares issued by their administrator or companies affiliated with it, if included in said indices, up to the limit of such participations. (NR)

• §4 added by CVM Instruction No. 326, of February 11, 2000.

Art. 87. The non-compliance with the portfolio composition and diversification limits defined in the respective CVM Instructions on each of the different types of investment funds in bonds and securities, after a period of sixty days, counted from the first issuance of its shares, must be immediately justified before the Commission which, without prejudice to the applicable penalties, may determine that the administrator convene a general meeting of shareholders to decide on one of the following alternatives:

I - transfer of the fund's administration;
II - incorporation into another fund, or
III - liquidation of the fund.

CHAPTER XII
OF THE FUND'S CHARGES

Art. 88. The fund's charges, in addition to the administrator's remuneration, comprise the following expenses:

I - taxes, federal, state, or municipal contributions, that fall or may fall on the fund's assets, rights, and obligations; II - expenses with the registration of documents in notary offices, printing, issuance, and publication of reports, forms, and periodicals, provided for in this Instruction or in the relevant regulation, with the exception of the prospectus; III - expenses with correspondence of interest to the fund, including communications to shareholders; IV - fees and expenses of the independent auditor; V - emoluments and commissions paid by the fund's operations;

VI - attorney fees, court costs, and related procedural expenses, incurred due to the defense of the fund's interests, in court or out of it, including the value of the condemnation, imputed to the fund, if applicable;

VII - portion of losses not covered by insurance policies and not resulting directly from the administrator's fault or intent in the exercise of its functions;

VIII - in the case of a closed-end fund, the annual contribution due to the stock exchanges or to the organized over-the-counter market entity in which the fund's shares are admitted to trading;

IX - expenses with custody and settlement of operations with bonds and securities; and

X - expenses with foreign exchange closing for operations permitted within the scope of MERCOSUR, or with certificates or deposit receipts of securities.

Art. 89. Any expenses not provided for as fund charges, including those related to the contracting of third-party services and the preparation of the prospectus, are borne by the administrator. Art. 89. Any expenses not provided for as fund charges, except those provided for in § 5o of Art. 54, are borne by the administrator. (NR)

• Article with wording given by CVM Instruction No. 326, of February 11, 2000.

CHAPTER XIII
OF INCORPORATION, MERGER, SPIN-OFF, AND TRANSFORMATION

Art. 90. Only operations of incorporation and merger of funds with compatible investment policies are permitted.

Art. 91. The accounting statements of the funds subject to spin-off, incorporation, or merger, drawn up on the date of the operation, must be audited by an independent auditor registered with the CVM, who must include in its opinion the criteria used for the equalization of shares between the funds.

Art. 92. In cases of spin-off, merger, and incorporation, the following must be forwarded to the CVM, within a period of up to ten days counted from the date of the respective general meetings:

I - copy of the publication of the general meeting summons notice, or proof of the correspondence sent to all shareholders, which must specifically state the matter to be deliberated;

I - declaration by the administrator, attesting that correspondence was sent to all shareholders, which must specifically state the matter to be deliberated; (NR)

• Item I with wording given by CVM Instruction No. 326, of February 11, 2000.

II - minutes of the general meeting;

III - balance sheets, statement of calculation of share conversion, and audit opinions; III – balance sheets and statement of calculation of share conversion; (NR)

• Item III with wording given by CVM Instruction No. 326, of February 11, 2000.

IV - new fund regulations;

V - prospectus, duly updated; and

VI - any disclosure material to the market and to shareholders.

Sole Paragraph. The fund administrator must present to the CVM, within a period of 60 (sixty) days, counted from the date of delivery of the documents referred to in items I to VI of this article, the audit opinion regarding the statement of spin-off, incorporation, or merger. (NR)

• Sole Paragraph added by CVM Instruction No. 326, of February 11, 2000.

Art. 93. The transformation of an open-end fund into a closed-end fund depends on prior authorization from the CVM.

§1º For the purposes of this authorization, the fund administrator must present to the CVM the documents referred to in items I, II, IV, and V of the previous article, within a period of ten days after the holding of the meeting.

§2º After the CVM's authorization, the fund administrator must publish a notice granting a period of no less than thirty days for the request of share redemption by shareholders who dissent from the general meeting's deliberation.

§3º The share redemption provided for in the previous paragraph must be carried out under the conditions in force before the holding of the general meeting that deliberated on the transformation of the open-end fund into a closed-end fund.

Art. 94. In the transformation of a closed-end fund into an open-end fund, the administrator must file with the CVM the documents referred to in items I, II, IV, V, and VI of Art. 92, within a period of ten days counted from the date of the general meeting.

CHAPTER XIV
OF LIQUIDATION AND CLOSING OF THE FUND

Art. 95. In the event of fund liquidation, by deliberation of the general meeting, the fund administrator must promote the division of its assets among the shareholders, in proportion to their shares, within a maximum period of thirty days from the date of the holding of the meeting.

§1º During the fund's liquidation period, the amounts related to the alienation of assets comprising its assets must be invested in fixed-income bonds.

§2º Finding difficulty in alienating, at a fair price, low-liquidity assets, the administrator must convene the general meeting to deliberate on the destination of such assets, however, must proceed in accordance with the provisions of the caput, within the period provided therein, regarding the assets already alienated.

§3º After the total alienation of the fund's assets, the administrator must make available the value corresponding to each shareholder on the same date, within five days after the end of the period provided in the caput.

Art. 96. After the division of the fund's assets among the shareholders, the administrator must promote its closing, forwarding to the CVM, within a period of ten days, counted from the date on which the resources from the liquidation were made available to the shareholders, the following documentation:

I - minutes of the general meeting that deliberated on the liquidation of the fund;

II - copy of the publication of the general meeting summons notice, which must specifically state this matter; and II - declaration by the administrator, attesting that correspondence was sent to all shareholders, which must specifically state the matter to be deliberated; and (NR)

• Item II with wording given by CVM Instruction No. 326, of February 11, 2000.

III - proof of the entry of the request for deregistration in the CNPJ.

Sole Paragraph. The administrator must present to the CVM, within a period of ninety days, counted from the date of delivery of the documents referred to in items I, II, and III of this article, the audit opinion regarding the statement of fund liquidation referred to in Art. 82.

Art. 97. When all shares of the fund have been redeemed, the administrator, on its own initiative, must promote the closing of the fund, sending to the CVM the audit opinion regarding the statement of fund liquidation and the proof of the entry of the request for deregistration in the CNPJ.

CHAPTER XV
OF THE FUND FOR QUALIFIED INVESTORS

Art. 98. An investment fund in bonds and securities destined exclusively to qualified investors may be constituted.

Art. 99. For the purposes of the provisions of the previous article, the following are considered qualified investors:

I - financial institutions;

II - insurance companies and capitalization societies;

III - open and closed private pension entities;

IV - investment funds regulated and supervised by the Central Bank of Brazil; IV – non-financial legal entities with net assets greater than R$5,000,000.00 (five million reais); (NR)

• Item IV with wording given by CVM Instruction No. 326, of February 11, 2000.

V - non-financial legal entities with net assets greater than R$ 5,000,000.00 (five million reais); and V – individual investors who possess securities portfolios with a value greater than R$ 250,000.00 (two hundred and fifty thousand reais); (NR)

• Item V with wording given by CVM Instruction No. 326, of February 11, 2000.

V – individual investors who hold portfolios of securities and/or investment fund shares with a value greater than R$ 250,000.00 (two hundred and fifty thousand reais); (NR)

• Item V with wording given by CVM Instruction No. 336, of May 15, 2000.
  VI - securities portfolios with a value greater than R$ 500,000.00 (five hundred thousand reais) administered, at the administrator's discretion, by an administrator authorized by the CVM to provide portfolio administration services, in accordance with art. 23 of Law No. 6,385/76. VI – investment funds in shares intended exclusively for qualified investors; and (NR)
• Item VI with wording given by CVM Instruction No. 326, of February 11, 2000.
  VII – natural persons with assets greater than R$ 5,000,000.00 (five million reais) proven through the asset declaration submitted at the time of the last income tax return. (NR)
• Item VII added by CVM Instruction No. 326, of February 11, 2000.
  §1o
  For the purposes of items V and VII, the sum of the investments or assets of the spouse, ascendants and descendants of the first degree of the shareholder is admitted. (NR)
• §1o added by CVM Instruction No. 336, of May 15, 2000.
  §2o
  Employees and/or partners of the institution administering this fund may be admitted, as shareholders of a fund for qualified investors, expressly authorized by the director responsible for the institution before the CVM. (NR)
• §2o added by CVM Instruction No. 336, of May 15, 2000.
  §3o
  The stay of shareholders who do not fit into the items of this article is permitted, in funds for qualified investors, provided that such shareholders entered the fund by March 31, 2000 and sign a term of knowledge and agreement with the regulations. (NR)
• §3o added by CVM Instruction No. 336, of May 15, 2000.
  Art. 100. The fund intended, exclusively, for qualified investors, since that provided in its regulations, may:

I - admit the use of securities in the subscription and redemption of shares, with the establishment of detailed and precise criteria for the adoption of these procedures; II - establish a deadline for the calculation of the share value and payment of redemption different from the provided in Chapter III of this Instruction; III - charge an administration fee based on the fund's results; III - charge an administration fee based on the fund's results, exempted from the requirements provided in §§ 2o, 3o, 4o and 5o of art. 54 of this Instruction; (NR)

• Item III added by CVM Instruction No. 326, of February 11, 2000.
  IV - dispense with the preparation of a prospectus; and IV - dispense with the preparation of a prospectus; and
• Item IV added by CVM Instruction No. 326, of February 11, 2000.
  V - dispense with the publication of a notice for the convening of the general assembly.
  V – dispense with the preparation of the semi-annual report. (NR)
• Item V added by CVM Instruction No. 326, of February 11, 2000.
  Sole paragraph. The use of the faculty provided in item I must observe the specific legislation applicable to each type of investor.
• Original § 1o renumbered to sole paragraph by CVM Instruction No. 338, of June 21

§2o Provisional authorization may be granted for the operation of a fund constituted, under the form of an open-ended condominium, intended for the investors referred to in this article, within a maximum period of ten days counted from the date of filing the request for authorization for operation at the CVM, accompanied by the documents provided for in art. 13.

• §2o revoked by CVM Instruction No. 338, of June 21, 2000.
  Art. 101. The regulations of the fund intended exclusively for qualified investors must be explicit regarding the exclusive participation of the investors referred to in art. 99.

CHAPTER XVI
OF THE DEADLINE FOR GRANTING AUTHORIZATIONS
Art. 102. The authorizations provided for in this Instruction are presumed granted after thirty days have elapsed from the date of filing the request at the CVM, provided that it is accompanied by the relevant documentation. §1o The thirty-day period may be suspended only once, if the CVM requests documents or additional information necessary for the examination of the authorization request, or conditions it to modifications in the relevant documentation. §2o A period not exceeding sixty days is granted, counted from the receipt, by the applicant, of the corresponding correspondence, to comply with any requirements, under penalty of the request being denied. §3o The CVM is assured, for final manifestation, a period corresponding to ten business days in the event that the remainder of the period provided for in § 1o is less. §4o The denial of the authorization request must be communicated to the interested party in writing. §5o The CVM may, within a period of ninety days, counted from the date of the provisional authorization provided for in § 2o of art. 100, request documents, additional information or modifications to the documentation presented, as well as request the correction of procedures in disagreement with current legislation, under penalty of denial of the definitive authorization request. Art. 102. The authorizations for the operation of funds constituted under the form of an open-ended condominium are presumed granted after twenty days have elapsed from the date of filing the request at the CVM, provided that it is accompanied by the documentation provided for in Art. 13. §1o The CVM, at any time, may request documents, additional information or modifications to the documentation presented, as well as request the correction of procedures in disagreement with current legislation. §2o If requirements are made before the granting of the authorization for the operation of the fund, the period provided for in the caput of this article will be suspended and the provisions of §§ 2o, 3o and 4o of Art. 102 A must be observed. §3o The administering institution that does not comply with the requirements provided for in this article, within a period of 30 (thirty) days, counted from the receipt of the corresponding correspondence, will be subject to the daily fine provided for in Art. 105, without prejudice to the cancellation of the authorization for the operation of the fund and the responsibility of the administrators.

§4o In the event of cancellation of the authorization for the operation of the fund, the administrator must immediately convene the general assembly of shareholders to deliberate on the liquidation of the fund.(NR)

• Article and §§ with wording given by CVM Instruction No. 338, of June 21, 2000.
  Art. 102-A. The other authorizations provided for in this Instruction are presumed granted after thirty days have elapsed from the date of filing the request at the CVM, provided that it is accompanied by the relevant documentation. §1o The thirty-day period may be suspended only once, if the CVM requests documents or additional information necessary for the examination of the authorization request, or conditions it to modifications in the relevant documentation. §2o A period not exceeding sixty days is granted, counted from the receipt, by the applicant, of the corresponding correspondence, to comply with any requirements, under penalty of the request being denied. §3o The CVM is assured, for final manifestation, a period corresponding to ten business days in the event that the remainder of the original period is less. §4o The denial of the authorization request must be communicated to the interested party in writing. (NR)
• Article and §§ added by CVM Instruction No. 338, of June 21, 2000.
  CHAPTER XVII
  OF PENALTIES
  Art. 103. A serious offense is considered, for the purposes of the provisions of art. 11, § 3o, of Law No. 6,385/76, the offense to the norms contained in arts. 11; 13; 27; 28; 30; sole paragraph of art. 50; 51, caput; items III; IV; VII; XIII and XIV of art. 57; 62; 77; 78; 81; 93 and § 5o of art. 102. Art. 103. A serious offense is considered, for the purposes of the provisions of art. 11, § 3o, of Law No. 6,385/76, the offense to the norms contained in arts. 11; 13; 27; 28; 30; sole paragraph of art. 50; 51, caput; items III; IV; VII; XIII and XIV of art. 57; 62; 77; 78; 81 and 93. (NR)
• Article with wording given by CVM Instruction No. 338, of June 21, 2000.
  Art. 104. Non-compliance with the provisions of arts. 7o; 8o; 9o; sole paragraph of art. 19; § 2o of art.
  29; §§ 1o and 2o of art. 30; §§ 1o to 3o of art. 34; sole paragraph of art. 39; § 2o of art. 51; 53; 55; items I,

VI, X and XII of art. 57; 63; 64; 66 to 76; 79; 82; 85; 86 and 89 constitutes a hypothesis of offense of an objective nature, subject to a summary administrative process.
Art. 105. Without prejudice to the provisions of art. 11 of Law No. 6,385/76, the administrator will pay a daily fine, in the amount of R$ 200.00 (two hundred reais), incident from the first business day subsequent to the end of the period, due to non-compliance with the deadlines provided for in this Instruction. Art. 106. The CVM may hold other directors, employees and agents of the administrator or of the fund manager responsible, if their responsibility for non-compliance with the provisions of this Instruction is established.
CHAPTER XVIII
OF FINAL AND TRANSITORY PROVISIONS
Art. 107. In the event of the decree of intervention, temporary special administration or liquidation extrajudicial of the fund administrator, the liquidator, the temporary administrator or the intervenor are obliged to comply with the provisions of this Instruction. Sole paragraph. It is optional for the liquidator, the temporary administrator or the intervenor, according to the case, to request from the CVM that it appoint a temporary administrator or convene a general assembly of shareholders to deliberate on the transfer of the administration of the fund to another institution accredited by the CVM or on its liquidation. Art. 108. The CVM may determine that the information provided for in this Instruction, relating to the distribution of shares, as well as the other information required by the CVM, periodic or occasional, must be presented through an electronic medium or the CVM's Internet page, according to the structure of the database and programs provided by the CVM. Sole paragraph. The Superintendence of Institutional Investor Relations of the CVM is authorized to create, alter, include or suppress the programs referred to in the caput. §1o The CVM may create, alter, include or suppress the programs referred to in the caput. (NR)

• §1o with wording given by CVM Instruction No. 326, of February 11, 2000.
  §2o For the purposes of the provisions of this Instruction, electronic mail is considered a form of valid correspondence between the administrator and the shareholders. (NR)
• §2o added by CVM Instruction No. 326, of February 11, 2000.

Art. 109. The funds in operation must adapt to the provisions of this Instruction within a period of one hundred and eighty days, counted from the date of its publication.
§1o The adaptations promoted by the administrator to adjust the fund's regulations to the norms of this Instruction must be approved by the shareholders assembled in a general assembly installed in accordance with the provisions of Chapter VII.

• Original sole paragraph renumbered to § 1o by CVM Instruction No. 326, of February 11,

§2o If, after two convocations, the assembly does not install due to the absence of shareholders, the administrator is obliged to adapt the fund's regulations to this Instruction, submit it to this Commission and communicate such changes to the shareholders by correspondence, within a period of up to thirty days counted from the approval of the adaptation by the CVM. (NR)1

• §2o added by CVM Instruction No. 326, of February 11, 2000.
  §3o Funds that, before the adaptation provided for in this article, charged a performance fee without observing the conditions stipulated in art. 54, after their adaptation to these, may, exceptionally, continue to charge such fee from shareholders who do not fit within the limit provided for in letter “a” of § 2o of the referenced article, provided that such shareholders expressly sign a term of knowledge and agreement with the charging of the mentioned fee. (NR)
• §3o added by CVM Instruction No. 329, of February 28, 2000.
  §4o Shareholders who sign the term referred to in the previous paragraph may not make partial redemptions of their investments in the fund, nor may they make new applications, except, in this case, if intended for their enrollment in the conditions established in § 2o of art. 54. (NR)
• §4o added by CVM Instruction No. 329, of February 28, 2000.
  §5o Administrators of funds that have shareholders who fit into the situation provided for in the previous paragraph must send, within 30 days after the assembly referred to in this article, the list of shareholders who signed the term provided for in § 3o with the corresponding number of shares they possess.(NR)
• §5o added by CVM Instruction No. 329, of February 28, 2000.
  1 See CVM Instruction No. 327, of February 18, 2000.

Art. 110. CVM Instructions No. 215, of June 8, 1994; 228, of December 23 1994; 233, of February 24, 1995; 237, of July 27, 1995; 239, of October 11 1995; 254, of September 19, 1996; 257, of January 13, 1997; 258, of January 22, 1997 and 264, of July 4, 1997 are revoked. Art. 111. This Instruction enters into force ninety days after its publication in the Official Gazette of the Union. Original signed by FRANCISCO DA COSTA E SILVA President
ANNEX I
DECLARATION
We declare, under penalty of the crime of ideological falsity, for the purposes of obtaining authorization for the operation of (include the name of the fund), that the regulations of the aforementioned fund are in conformity with current legislation. We also declare that we assume the commitment to adopt the necessary measures to comply with the requirements that may be formulated by the CVM, in accordance with the terms and deadline of § 3o, of Art. 102, of CVM Instruction No. 302/99. ______ Administering Institution