CVM Instruction No. 359 of January 22, 2002 (Revoked)

FULL TEXT OF CVM INSTRUCTION NO. 359, OF JANUARY 22, 2002, WITH CHANGES INTRODUCED BY INSTRUCTIONS 537/13, 545/14, 604/18, 609/19, 615/19 AND CVM RESOLUTIONS NO. 3/20 AND 162/22

Provides for the constitution, administration, and operation of Index Funds, with shares negotiable on a stock exchange or organized over-the-counter market.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a meeting held on this date, having in view the provisions of CMN Resolution No. 1,787, of February 1, 1991, and Articles 8, item I, and 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 the constitution, administration, and operation of Market Index Investment Funds – Index Funds.

CHAPTER II
CHARACTERISTICS AND CONSTITUTION

Section I
Characteristics

Art. 2. The fund is a commingling of resources intended for investment in a portfolio of securities and financial assets that aims to reflect the variations and profitability of a reference index, for an indefinite term.

Sole Paragraph. For the purposes of this Instruction, a reference index is defined as a specific market index recognized by the Securities and Exchange Commission - CVM, to which the fund's investment policy is associated.

Art. 2. The fund is a commingling of resources intended for investment in a portfolio of financial assets that aims to reflect the variations and profitability of a reference index, for an indefinite term.

§1. For the purposes of this Instruction, a reference index is defined as a specific market index recognized by the Securities and Exchange Commission - CVM, to which the fund's investment policy is associated.

§2. The approval of the index considers, at a minimum, the following criteria:
I - indices whose complete calculation methodology is not made available free of charge and via the worldwide computer network, including its composition, the weights of each financial asset, the rebalancing criteria and its frequency, and other parameters necessary for its replication, are not accepted; II - indices whose calculation methodology does not include predetermined rules and objective criteria are not admitted; III - the frequency of index rebalancing cannot prevent investors from replicating it; IV - the index cannot be subject to retroactive adjustments; V - the chosen index must represent a clear and unique investment objective, without conditions; VI - indices whose provider is a related party to the administrator or manager are not accepted; VII - indices whose provider receives payments from potential issuers for their inclusion as components are not accepted; VIII - the index's performance must be public, widely disseminated, and easily accessible via the worldwide computer network; and IX - indices that represent multiples of other indices, the inverse of these indices, or multiples of their inverse will not be accepted;

§3. The weights mentioned in item I of §2 may be published retrospectively after each index rebalancing, with the deadline being the date of the subsequent rebalancing;

§ 3. The composition, the weights of each financial asset, and other parameters that allow the replication of the index may be disclosed retrospectively after each index rebalancing, with the deadline being the date of the subsequent rebalancing.

§ 3 with wording given by CVM Resolution No. 3, of August 11, 2020.

§4. Conditions for the purposes of item V are understood to be any clauses or rules that imply, under certain circumstances, that the index's performance does not reflect the return of the theoretical asset portfolio.

§5. The constitution of index funds is prohibited:
I - leveraged;
II - inverse, which aim to reflect a performance opposite to that of the reference index; or III - synthetic, which aim to reflect the performance of the reference index through derivative contracts, except through positions in futures markets provided for in this Instruction.

Article with wording given by CVM Instruction No. 537, of September 16, 2013.

Art. 3. The fund's denomination must include the expression Index Fund and the identification of the reference index, and it is not permitted that names or expressions be added to the fund's denomination that could induce an incorrect interpretation regarding its objectives, its investment policy, or its target audience.

Art. 4. The fund is governed by this Instruction and the provisions contained in its bylaws, with its website being its main means of information disclosure.

Art. 5. The fund must be constituted in the form of an open condominium.

Sole Paragraph. The fund's shares must be admitted to negotiation in the secondary market, through a stock exchange or an organized over-the-counter market entity.

SECTION II
CONSTITUTION

Art. 6. The fund's operation depends on prior authorization from the CVM.

Art. 7. The fund's constitution must be deliberated by its administrator, who, in the same act, must also approve the full text of its bylaws.

Art. 8. The request for authorization for operation, signed by the fund's administrator, must be accompanied by the following information and documents:
I - deliberation of constitution and the full text of its bylaws, in two copies, duly initialled and signed, as well as a copy sent electronically; II - disclosure material to be used in the distribution of the fund's shares; II – REVOKED

Item II revoked by CVM Instruction No. 604, of December 13, 2018.
III - declaration by the fund's administrator that it has signed the contracts mentioned in § 1 of Art. 11, if applicable, and that they are available to the CVM; IV - name of the independent auditor; V - fund's address on the worldwide computer network; VI - declaration from the stock exchange or the organized over-the-counter market entity communicating the approval of the request for admission to negotiation of the fund's shares, conditioned only on obtaining registration with the CVM, and committing to comply with the obligations provided for in Art. 26; and VII - declaration of no objection to the constitution of the fund by the institution responsible for calculating the index, if this is distinct from those mentioned in the previous item.

Sole Paragraph. After the granting of authorization for operation by the CVM, and prior to the start of share distribution, the constitution document and the fund's bylaws must be registered at a deeds and documents registry.

Sole Paragraph revoked by CVM Instruction No. 537, of September 16, 2013.

§1. The declaration referred to in item VI may be sent directly to the CVM by the stock exchange or the organized over-the-counter market entity.

§ 1 included by CVM Instruction No. 537, of September 16, 2013.

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

§ 2 REVOKED

§ 2 revoked by CVM Instruction No. 615, of October 02, 2019.

Art. 9. The administrator must send to the CVM, on the date of the first full payment of shares, the fund's registration number in the National Registry of Legal Entities – CNPJ.

CHAPTER III
ADMINISTRATION

Art. 10. The fund's administration can only be exercised by a legal entity authorized by the CVM for the professional exercise of portfolio administration activity.

Sole Paragraph. The legal entity referred to in the caput must indicate the director or managing partner responsible for the fund's administration before the CVM.

Art. 11. The fund's administrator, observing legal limitations and those provided for in this Instruction, has powers to perform all acts necessary for the administration of the fund's portfolio, as well as to exercise all rights inherent to the assets that compose it, including the hiring of third parties legally qualified to provide services directly related to the fund's activities.

§1. If not qualified or if it does not wish to exercise them directly, the administrator must hire institutions qualified to perform the following functions:
I - management of the fund's portfolio;
II - execution of treasury services;
III - recording of share issuance, redemption, and negotiation; IV - distribution of the fund's shares; and V - provision of custody services for the securities composing the fund's portfolio.
V - provision of custody services for the financial assets composing the fund's portfolio.

Item V with wording given by CVM Instruction No. 537, of September 16, 2013.

§2. The institutions and persons hired in the manner of § 1 are jointly and severally liable with the fund's administrator, in the exercise of their duties, for damages they cause to the shareholders.

§3. The administrator may enter into, on behalf of the fund, a contract whose object is the payment of remuneration for the use of the reference index's brand, observing the provisions of Art. 62.

§4. The administrator who wishes to resign from the fund's administration must immediately convene the general meeting, remaining in the exercise of its functions until this decides on its replacement or the liquidation of the fund.

Art. 12. The fund's bylaws must establish the fund's policy regarding the exercise of voting rights at shareholders' meetings of companies in which it holds participation, and this policy and the effective exercise of such right must serve the objectives and interests of the fund itself.

Art. 12. The fund's bylaws must establish the fund's policy regarding the exercise of voting rights at general meetings of holders of securities belonging to the portfolio, and this policy and the effective exercise of such right must serve the objectives and interests of the fund itself.

Caput with wording given by CVM Instruction No. 537, of September 16, 2013.

§1. The administrator must justify the reasons that motivated its vote, if requested by the CVM.

§2. The shareholder may directly exercise the voting right at a general meeting of open companies belonging to the fund's portfolio, for which it must manifest its intention to the administrator within the period established in the bylaws, with the minimum advance notice necessary for the operation to be carried out.

§3. In the case of the previous paragraph, it is incumbent upon the administrator to provide the shareholder with a free loan, exempt from rental charges, of the shares necessary for the exercise of the voting right, promoting the transfer of the same with the entity responsible for their custody, through the pledge of the fund's shares owned by the shareholder.

§4. The shares pledged in the manner of the previous paragraph may simultaneously serve as collateral for more than one loan of shares.

§5. The quantity of shares to be loaned, in the manner of § 3, must be calculated based on the proportion of shares held by the applicant relative to the shares owned by the fund at the end of the day of the manifestation of interest in exercising the voting right.

§6. The shareholder must return to the fund the loaned shares within 1 (one) business day after the holding of the company's meeting, and may not alienate its shares given as collateral.

§7. The administrator may require the shareholder to reimburse any direct costs incurred on the loan, provided that these costs are previously disclosed, in the manner of item X of Art. 39.

§8. The Bylaws may provide that, in exceptional cases, and exclusively in the maximum period of 5 (five) business days preceding the alteration of the official composition of the reference index's theoretical portfolio, the loan of shares referred to in this article may be partially restricted, provided that such restriction is limited to the portion of the fund's owned shares whose loan may cause significant damage to its objective.

§9. In the case of the previous paragraph, the administrator must disclose, in the manner provided for in Art. 40, a list with the identification and quantity of the fund's owned shares that are not being made available for loan in the manner of this article, and must, moreover, justify the reasons why such shares will not be available, as provided in the previous paragraph.

§2. The shareholder may directly exercise the voting right at a general meeting of holders of securities belonging to the fund's portfolio, for which it must manifest its intention to the administrator within the period established in the bylaws, with the minimum advance notice necessary for the operation to be carried out.

§3. In the case of the previous paragraph, it is incumbent upon the administrator to provide the shareholder with a free loan, exempt from rental charges, of the securities necessary for the exercise of the voting right, promoting the transfer of the same with the entity responsible for their custody, through the pledge of the fund's shares owned by the shareholder.

§4. The shares pledged in the manner of the previous paragraph may simultaneously serve as collateral for more than one loan of securities.

§5. The quantity of securities to be loaned, in the manner of § 3, must be calculated based on the proportion of shares held by the applicant relative to the assets owned by the fund at the end of the day of the manifestation of interest in exercising the voting right.

§6. The shareholder must return to the fund the loaned securities within 1 (one) business day after the holding of the meeting, and may not alienate its shares given as collateral.

§7. The administrator may require the shareholder to reimburse any direct costs incurred on the loan, provided that these costs are previously disclosed, in the manner of item XI of Art. 39.

§8. The Bylaws may provide that, in exceptional cases, and exclusively in the maximum period of 5 (five) business days preceding the alteration of the official composition of the reference index's theoretical portfolio, the loan of securities referred to in this article may be partially restricted, provided that such restriction is limited to the portion of the fund's owned securities whose loan may cause significant damage to its objective.

§9. In the case of the previous paragraph, the administrator must disclose, in the manner provided for in Art. 40, a list with the identification and quantity of the fund's owned securities that are not being made available for loan in the manner of this article, and must, moreover, justify the reasons why such securities will not be available, as provided in the previous paragraph.

§§ 2 to 9 with wording given by CVM Instruction No. 537, of September 16, 2013.

Art. 13. The bylaws must provide for the fixing and payment conditions of the administration fee, and entry and exit (redemption) fees may also be provided for.

§1. The fees provided for in the caput cannot be increased without prior approval of the general meeting, however, the administrator may reduce them unilaterally, communicating the fact in the manner of Art. 40 and promoting the appropriate alteration of the bylaws.

§2. The bylaws may allow that portions of the administration fee be paid directly by the fund to the contracted service providers, provided that the sum of these portions does not exceed the total amount of the administration fee fixed in the fund's bylaws.

§3. The administration fee must be accrued per business day as an expense of the fund.

§4. The charging of any performance fee to shareholders or to the fund is prohibited.

Art. 14. The administrator is prohibited from performing the following acts on behalf of the fund:
I - receive deposits in a checking account;
II - incur or make loans, except as provided in Arts. 12 and 60; III - provide surety, guarantee, acceptance, or co-obligate the fund in any other form; IV - carry out operations with shares outside of a stock exchange or organized over-the-counter market, except in the cases of:
IV - carry out operations with shares outside of a stock exchange or organized over-the-counter market, except in the cases of:
a) subscription in public distributions;

b) exercise of preemptive rights; c) private negotiations, in the manner of § 5 of Art. 18; and b) exercise of preemptive rights; and c) operations previously authorized by the CVM.

Item IV with wording given by CVM Instruction No. 537, of September 16, 2013.

V – perform any act in the capacity of a shareholder that could prevent the negotiation of shares on the exchange; and VI - sell shares on installment.

CHAPTER IV
SHARES

SECTION I
CHARACTERISTICS

Art. 15. The fund's shares correspond to ideal fractions of its assets, must be registered, and be recorded in the name of their holder.

§1. The status of shareholder is characterized by registration in the shareholder registry maintained by the share record-keeping service provider.

§2. The custodian that provides services to the stock exchange or organized over-the-counter market entity on which the fund is listed must provide the share record-keeping service provider, within the period and conditions existing for the stock market, information regarding the ownership of the shares under its custody.

Art. 16. The net asset value of the share is the result of dividing the fund's net asset value by the number of shares existing at the close of the day, calculated based on the same criteria used for the calculation of the reference index's closing value.

Art. 17. The fund's shares may be subject to loan and guarantee.

§1. The shares subject to the operations provided for in the caput must be deposited in custody at entities providing compensation and settlement, registration, and custody services for securities and financial assets authorized by the CVM, and the shareholder must authorize, previously and expressly, the carrying out of operations of this nature.

§ 2. To the extent applicable, the rules in force for the loan of shares apply to the loan of the fund's shares.

§2. To the extent applicable, the rules in force for the loan of securities apply to the loan of fund shares.

§2 with wording given by CVM Instruction No. 537, of September 16, 2013.

SECTION II
ISSUANCE AND REDEMPTION OF SHARES

Art. 18. The full payment or redemption of the fund's shares can only be made through the transfer of securities that compose the reference index, in the same proportion, observing the specific procedures provided for in this section.

§1. In the full payment of fund shares, the administrator is allowed to accept that more than 1 (one) investor delivers, simultaneously, portfolios of securities that, together, fit into the proportion referred to in the caput of this article, in which case, the number of shares belonging to each investor must be calculated proportionally to the market value of the portfolios delivered to the fund.

§2. With the objective of adjusting the portfolio to the reference index, and according to what is provided for in the fund's bylaws, the administrator may accept or deliver, in the full payment or redemption, respectively, of the fund's shares, individual securities.

§3. In the case of the previous paragraph, and if there are requests for full payment or redemption of shares that exceed the need to adjust the fund's portfolio, the acceptance or delivery of securities must be prorated among the shareholders, based on the quantity of the security offered or demanded by each.

§4. The hypothesis described in § 2 will only be admitted if the securities subject to the operation have been traded on a stock exchange or organized over-the-counter market on the day of the request for full payment or redemption.

§5. During the validity of the Provisional Tax on Movement or Transmission of Values and of Credits and Rights of a Financial Nature – CPMF, private operations with securities between the fund and its investors are authorized, provided that such operations aim at the full payment or redemption of fund shares, and the following procedures must be respected:
I - the full payment of shares must be made through a check or bank order document (DOC), concomitantly with the sale, by the shareholder, of securities in an amount corresponding to the fully paid net balance, in the manner and proportion established in the bylaws and other applicable provisions; and II - the redemption of shares must be effected by check or bank order document (DOC) simultaneously with the purchase, by the shareholder, of securities, in an amount corresponding to the redeemed net balance, in the manner and proportion established in the respective bylaws and other applicable provisions.

§ 6. The redemption of shares must be effected without charging any fee or expense, except for the exit fee, if applicable, and within the period set in the bylaws, which cannot be longer than necessary for the settlement of sale operations of securities underlying the reference index.

§7. As established in the fund's bylaws, during the period of suspension of full payment of shares referred to in Art. 22, redemptions may be effected based on an ideal fraction of the fund's portfolio.

§8. In the process of full payment or redemption of shares, coupons, rights, subscription receipts, and split certificates related to those securities, if any exist in the fund's portfolio at the time of the request for full payment or redemption, may be added to the securities referenced in the caput, as established in the fund's bylaws.

§9. Notwithstanding the provisions of the caput, the fund's bylaws may provide for cases in which, in the full payment and redemption of shares, an amount in national currency may be added to the securities delivered or accepted by the fund's administrator, limited to 0.2% (zero point two percent) of the amount involved in the operation.

Art. 18. Observing the fund's bylaws and the specific procedures provided for in this section, the portfolio established for the full payment or redemption of the fund's shares may contain:
I - financial assets that compose the reference index; II - national currency; III - a portion not exceeding 5% (five percent) of the amount involved in the operation, including financial assets that are not part of the reference index; and IV - a portion not exceeding 20% (twenty percent) of the amount involved in the operation, including financial assets that are not part of the reference index, but that are of the same

natureza daqueles, however of different issuances, only in the case of funds that seek to reflect the variations and profitability of fixed income indices.

§1st It is understood as financial assets of the same nature those that possess the same level of risk for a similar return expectation by presenting similarities with respect to remuneration, the issuer's credit risk, liquidity risk, and the maturity or due date.

§2nd In the subscription of fund shares, it is optional for the administrator to accept that more than 1 (one) investor delivers, simultaneously, portfolios of financial assets that, together, fit into the proportion established in the portfolio by the manager; in this case, the number of shares belonging to each investor must be calculated proportionally to the market value of the portfolios delivered to the fund.

§3rd With the objective of adjusting the portfolio to the reference index, and according to what is provided in the fund's bylaws, the administrator may accept or deliver, in the subscription or redemption of fund shares, individual financial assets or national currency.

§4th In the event of the preceding paragraph, and if there are requests for subscription or redemption of shares that exceed the need to adjust the fund's portfolio, the acceptance or delivery of financial assets must be prorated among the unitholders, based on the quantity of the financial asset offered or demanded by each.

§5th The scenario described in § 3rd will only be admitted if, for the financial assets subject to the operation, a consistent mark-to-market is performed and capable of verification according to the criteria for accounting evaluation and appropriation and other requirements contained in the Investment Funds Accounting Plan – COFI, issued by the CVM.

§6th The subscription and redemption of shares must be carried out without the charging of any fee or expense, except for entry and exit fees, if applicable, and the expenses provided for in §7th arising from currency operations.

§7th In the event of the provision of item II of the caput, expenses arising from subscription or redemption in currency must be:

I - calculated per subscription or redemption operation; and

II - charged directly to the unitholder who made the resources available for subscription or who requested the redemption.

§8th The subscription and redemption of shares must be carried out within the respective deadlines set in the bylaws, which cannot be longer than necessary for the settlement of purchase and sale operations of the financial assets accepted in the portfolios for subscription or redemption of fund shares.

§9th Changes in the composition of portfolios accepted for subscription or redemption must be disclosed to the market in the manner of item X of art. 39 before the opening of trading of fund shares, and changes are prohibited during trading hours.

§10th As established in the fund's bylaws, during the period of suspension of share subscription referred to in art. 22, redemptions may be effected based on the ideal fraction of the fund's portfolio.

§11th In the process of subscription or redemption of shares, coupons, rights, subscription receipts, and certificates of demutualization related to those financial assets referenced in the caput may be added to those assets, if they exist in the fund's portfolio at the time of the subscription or redemption request, as established in the fund's bylaws.

Art. 18 with wording given by CVM Instruction No. 537, of September 16, 2013.

Art. 19. The fund's bylaws may establish minimum and maximum lots of securities for the issuance or redemption of shares, based on the theoretical portfolio of the reference index.

Sole paragraph. Changes in the composition of the minimum and maximum lots referred to in the caput must be disclosed to the market in the manner of item IX of art. 40 before the opening of trading of fund shares, and changes are prohibited during the same day.

Art. 19. The fund's bylaws may establish minimum and maximum lots of financial assets for the issuance or redemption of shares, based on the portfolio established by the manager.

Art. 19 with wording given by CVM Instruction No. 537, of September 16, 2013.

Art. 20. Both in the issuance and redemption of shares, the net asset value calculated at the close of the day of its request must be used, and the operation must be settled within the deadline established for the settlement of securities and financial assets on the stock exchange or on the organized over-the-counter market where the fund is listed.

Art. 20. Both in the issuance and redemption of shares, the net asset value calculated at the close of the day of its request must be used.

Art. 20 with wording given by CVM Instruction No. 537, of September 16, 2013.

Art. 21. The fund's bylaws may establish the possibility of amortization of the fund's shares, considering as such the payment to all unitholders of a portion of the net asset value of their shares.

Art. 22. The fund administrator may suspend the subscription of shares for a determined period, between 5 (five) business days before and 5 (five) business days after the date of change in the composition of the index to which the fund's investment policy is associated, and the bylaws must provide for the procedures to be adopted in this regard.

§1st It is optional for the fund administrator to suspend the subscription of shares whenever there is a suspension of secondary trading of shares, as provided in art. 27.

§2nd The suspension of share subscription must be considered a relevant fact for the purposes of art. 40.

CHAPTER V
OF TRADING IN THE SECONDARY MARKET
SECTION I
OF TRADING ON THE STOCK EXCHANGE OR ORGANIZED OVER-THE-COUNTER ENTITY

Art. 23. It is up to the stock exchanges or organized over-the-counter entities to adopt rules and procedures additional to this Instruction.

Art. 24. After 90 (ninety) days of authorization for operation by the CVM, no unitholder may hold more than 49% (forty-nine percent) of the shares issued by the fund.

§1st The provision of the caput does not apply when the unitholder is an investment fund regulated by the CVM or one of the investors referred to in items II, III, and IV of art. 99 of CVM Instruction No. 302 of May 05, 1999.

§2nd The fund that remains out of compliance with the provision of the caput for more than 3 (three) months must be immediately liquidated or incorporated into another fund.

Art. 24 revoked by CVM Instruction No. 537, of September 16, 2013.

Art. 25. The stock exchange or over-the-counter market entity on which the fund's shares are traded may, observing the legislation in force, regulate the market maker function for the fund's shares, with the objective of fostering their liquidity.

Sole paragraph. It is prohibited for the portfolio manager to exercise the market maker function described in this article.

Art. 26. It is up to the stock exchange or organized over-the-counter entity on which the fund's shares are traded:

I - communicate to the CVM the date of the first trading of shares in the secondary market;

II - observe special procedures in the case of trading of shares in quantity or price significantly different compared to previous periods or with the reference index, according to current regulation for the trading of stocks, equating the fund's shares to preferred shares for this purpose;

III - disclose, through its trading and information system, the same information on prices and volume that it discloses for other listed assets, as well as the following additional information:

a) call for a general meeting of unitholders of the fund;

b) relevant facts, according to art. 40;

c) daily, the information provided for in items I to III of art. 35, communicating to the market and to the CVM if the limits established therein are exceeded.

Art. 27. The CVM and the stock exchange or organized over-the-counter entity on which the fund's shares are traded may determine the temporary suspension of trading of shares in the secondary market.

Sole paragraph. The suspension of trading of shares in the secondary market must be considered a relevant fact for the purposes of art. 40.

SECTION II
OF THE SECONDARY PUBLIC OFFERING OF SHARES
SECTION II
PUBLIC OFFERING OF SHARES

Section II with wording given by CVM Resolution No. 162, of July 13, 2022.

Art. 28. The secondary public offering of fund shares depends on prior authorization from the CVM.

Art. 28. The public offering of fund shares does not depend on prior registration with the CVM.

Art. 28 with wording given by CVM Resolution No. 162, of July 13, 2022.

Sole paragraph. The request for authorization for the secondary public offering of shares must be accompanied by:

I - declaration by the offeror that the 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 secondary public offering of shares;

II – REVOKED

Item II revoked by CVM Instruction No. 604, of December 13, 2018.

III - information on the quantity of shares to be offered, their offer price, and other conditions and relevant information about the secondary public offering; and

IV - justification for the price used in the distribution.

Sole paragraph. REVOKED

Sole paragraph revoked by CVM Resolution No. 162, of July 13, 2022.

CHAPTER VI
OF THE FUND'S BYLAWS

Art. 29. The fund's bylaws must, mandatorily, provide for:

I - the qualification of the administrator and the manager of the fund;

II - the reference index to which the fund's investment policy is associated, as well as the basic characteristics of this index;

III - the stock exchange or the organized over-the-counter entity on which the fund's shares are traded;

IV - the detailed conditions for the issuance, redemption, and amortization of shares;

V - the rules related to the publicity of the fund, including characteristics of the prospectus, if any;

VI - the administration, entry, and exit fees and their clearly defined calculation parameters, published in a prominent manner;

VII - the information that can be obtained at the fund's address on the world wide web;

VIII - other means of access to information by unitholders if any, such as telephone lines, administrator's address, fax services, etc.;

VIII - other means of access to information by unitholders if any, such as telephone lines, administrator's address, or electronic mail;

Item VIII with wording given by CVM Instruction No. 537, of September 16, 2013.

IX - the possibility of the administrator, or related persons, trading the fund's shares, and under what conditions;

X - the distribution of the fund's results;

XI - the possibility and conditions of using the shares that make up the fund's portfolio for share lending operations; and

XII – the voting policy in assemblies (art. 12).

Sole paragraph. For the purposes of this Instruction, related persons are considered:

I - companies in which the fund administrator or portfolio manager, their controllers, administrators, or dependents thereof, hold an administrative position or that, individually or jointly, participate in a percentage greater than 10% (ten percent) of the share capital; and

II - the controllers, employees, and agents of the fund administrator and portfolio manager, as well as their dependents.

CHAPTER VII
OF THE GENERAL ASSEMBLY

Art. 30. It is exclusively within the competence of the general meeting of unitholders to deliberate on:

I - the fund's accounting statements;

II - the amortization of shares and the distribution of results, if not provided for in the fund's bylaws;

III - the substitution of the administrator;

IV - change in investment policy;

V - the increase in administration, entry, or exit fees;

V – increase in administration, custody, entry, or exit fees;

Item V with wording given by CVM Instruction No. 604, of December 13, 2018.

VI - change of the fund's address on the world wide web;

VII - the merger, incorporation, spin-off, transformation, or liquidation of the fund;

VIII - changes in the contract between the institution owning the index and the administrator, if any, if these changes entail an increase in expenses for the fund; and

IX - other changes in the bylaws that are not the result of decisions related to items III to VI.

§1st The bylaws may be altered, independently of the general assembly or consultation with unitholders, whenever such alteration results exclusively from the need to meet an express requirement of the CVM, of a self-regulatory entity, of the administrator entity of the organized market where the fund's shares are admitted to trading, of adaptation to legal or regulatory norms, of alteration of the deadline referred to in § 2nd of art. 12, or, furthermore, due to the update of the administrator's address.

§ 1st The bylaws may be altered, independently of the general assembly or consultation with unitholders, whenever such alteration results exclusively from the need to meet an express requirement of the CVM, of a self-regulatory entity, of the administrator entity of the organized market where the fund's shares are admitted to trading, of adaptation to legal or regulatory norms, of alteration of the deadline referred to in § 2nd of art. 12, or, furthermore, due to the update of the administrator's address.

§ 1st with wording given by CVM Instruction No. 604, of December 13, 2018.

§2nd The decisions of the assembly related to items II to VIII are considered relevant facts for the purposes of art. 40.

§3rd If after the third call for a general assembly there is no quorum for deliberation on the matters provided for in items I and VI, these will be considered approved.

§3rd included by CVM Instruction No. 537, of September 16, 2013.

§ 3rd The fund's accounting statements whose audit report does not contain a modified opinion may be considered automatically approved if the corresponding assembly is not installed due to the non-attendance of any investors.

§ 3rd with wording given by CVM Instruction No. 604, of December 13, 2018.

Art. 31. The modifications to the bylaws become effective from the date of protocol at the CVM of the following documents:

I - list of unitholders present at the general assembly;

II - copy of the minutes of the general assembly; and

III - copy of the bylaws, consolidating the changes made, duly registered in a titles and documents registry.

III – copy of the bylaws, consolidating the changes made.

Item III with wording given by CVM Instruction No. 615, of October 02, 2019.

Sole paragraph. The protocol referred to in the caput must be made within 5 (five) business days.

Art. 32. The general assembly must be called by notice sent to the stock exchange or organized over-the-counter entity on which the fund's shares are traded and published at the fund's address on the world wide web.

§1st The call notice must mandatorily contain the day, time, and place where the general assembly will be held, the agenda with the matters to be discussed, as well as the detailing on specific proposals for changes in the bylaws, if applicable.

§2nd The call for the general assembly must be made at least 10 (ten) days in advance of the date of its holding.

§3rd The call for a general assembly is considered a relevant fact for the purposes of art. 40.

Art. 33. The ordinary general assembly must be called by the administrator, annually, until June 30 of each year, to deliberate on the matter provided for in item I of art. 29.

Sole paragraph. The ordinary general assembly can only be held after the disclosure, at the fund's address on the world wide web, of the accounting statements relating to the fiscal year, with a minimum advance period of 15 (fifteen) days, and they must also be available to unitholders at the administrator's headquarters.

Art. 34. In addition to the call provided for in the previous article, the general assembly may be called at any time by the administrator or requested by a unitholder or group of unitholders holding at least 5% (five percent) of the total shares issued.

Sole paragraph. When the holding of the general assembly is motivated by the initiative of unitholders, the administrator must carry out the call within 30 (thirty) days, at the expense of the requesters, unless the general assembly so called deliberates otherwise.

Art. 35. The general assembly must also be called by the administrator and at its expense, within 15 (fifteen) days, whenever:

III - the difference between the accumulated profitability of the fund and the closing value of the reference index in a period of 12 (twelve) months is greater than 4 (four) percentage points.

§1st The events referred to in the items of the caput must be disclosed immediately, and the first disclosure related to items I and II must be made after 60 (sixty) trading days have passed from the date of listing of the fund's shares on the stock exchange or over-the-counter market, while the first disclosure related to item III must be made after 12 (twelve) months have passed from that date.

§2nd The assembly referred to in the caput of this article must have the following items on its agenda:

I - explanations, by the administrator, of the reasons that, in its understanding, motivated the tracking error or the profitability difference, which must also be disclosed at the fund's address on the world wide web, with a minimum advance of 15 (fifteen) days before the holding of the assembly, and kept for 30 (thirty) days after its holding; and

II - deliberation on the extinction or not of the fund and substitution or not of the administrator, an item on which related persons to the administrator cannot vote.

§3rd The assemblies called due to the conditions provided for in the caput of this article must have a minimum interval of 30 (thirty) days, in the case of maintenance of the administrator, and of 90 (ninety) days, if the previous assembly decided on its substitution.

I - a tracking error is verified, calculated as the population standard deviation of the differences between the daily percentage variation of the fund and the percentage variation of the closing value of the reference index in the last 60 (sixty) trading days, greater than 2 (two) percentage points, provided that such tracking error is not reclassified to the limit of 2 (two) percentage points until the 15th (fifteenth) consecutive business day subsequent to the date of verification of the respective tracking error;

II - the difference between the accumulated profitability of the fund and the closing value of the reference index, in a period of 60 (sixty) trading days, is greater than 2 (two) percentage points, provided that such profitability difference is not reclassified to the limit of 2 (two) percentage points until the 15th (fifteenth) consecutive business day subsequent to the date of verification of the respective profitability difference; or

III - the difference between the accumulated profitability of the fund and the closing value of the reference index in a period of 12 (twelve) months is greater than 4 (four) percentage points, provided that such profitability difference is not reclassified to the limit of 4 (four) percentage points until the 30th (thirtieth) consecutive business day subsequent to the date of verification of the respective profitability difference.

§1st In the case of funds that seek to reflect the variations and profitability of fixed income indices, the percentage limits referred to in items I to III of the caput will be 1 (one) percentage point, 1 (one) percentage point, and 2 (two) percentage points, respectively.

§2nd The events referred to in the items of the caput must be disclosed immediately, and the first disclosure related to items I and II must be made after 60 (sixty) trading days have passed from the date of listing of the fund's shares on the stock exchange or over-the-counter market, while the first disclosure related to item III must be made after 12 (twelve) months have passed from that date.

§3rd The assembly referred to in the caput of this article must have the following items on its agenda:

II - deliberation on the extinction or not of the fund and substitution or not of the administrator, an item on which related persons to the administrator cannot vote.

§4th The assemblies called due to the conditions provided for in the caput of this article must have a minimum interval of 30 (thirty) days, in the case of maintenance of the administrator, and of 90 (ninety) days, if the previous assembly decided on its substitution.

Art. 35 with wording given by CVM Instruction No. 537, of September 16, 2013.

Art. 36. The decisions of the general assembly, which must be installed with the presence of at least 1 (one) unitholder or legal representative, are taken by the criterion of the majority of the shares held by those present, with 1 (one) vote attributed to each share.

§1st The matters provided for in items III, IV, V, and VII of art. 31 must be approved by the vote of the unitholders who hold the absolute majority of the fund's shares, and related persons to the administrator are impeded from voting when it comes to deliberation on their dismissal.

§1st The matters provided for in items III, IV, V, and VII of art. 30 must be approved by the vote of the unitholders who hold the absolute majority of the fund's shares, and related persons to the administrator are impeded from voting when it comes to deliberation on their dismissal.

§1st with wording given by CVM Instruction No. 537, of September 16, 2013.

§2nd The quorum defined in § 1st does not apply to votes in assemblies occurring due to item II of art. 35 and § 4th of art. 11.

Art. 37. According to the procedures defined in the bylaws, the general assembly, called exclusively for the approval of the fund's accounts, may be held electronically, with the means to guarantee the participation of unitholders and the authenticity and security in the transmission of information, particularly the votes, which must be cast by means of legally recognized electronic signature, being safeguarded.

Sole paragraph. The administrator must conserve, for a minimum period of 5 (five) years, all information related to communications occurring between unitholders and the administrator when the assembly is held electronically.

Art. 38. Only unitholders of the fund, their legal representatives, or attorneys legally constituted for less than 1 (one) year may vote in the general assembly.

CHAPTER VIII
OF THE DISCLOSURE OF INFORMATION
Section I

On the Fund's Address on the World Wide Web

Art. 39. The administrator must maintain the fund's address on the World Wide Web, in Portuguese, which must contain information on the following topics, as well as any other information considered relevant:

I - investment policy, target audience, goals and management objectives of the fund; II - main rights and responsibilities of the unitholders and the administrator; III - presentation of the administrator, their contact phone number, and their experience; IV – a section that allows the unitholder to register their electronic correspondence address to receive information about the fund, as well as the availability of an electronic correspondence address for the fund that allows communication between the administrator and the unitholders; V - full text of the contracts established between the fund and third parties in accordance with art. 11 and, if applicable, in accordance with § 6º of art. 58, the existence of which must be highlighted on the home page of the fund's portal on the World Wide Web; VI - identification of the authorized brokerage firms operating for the fund, as well as the minimum, maximum, and average brokerage fees charged to the fund; VII - specification, in bold and clearly, of the fees and other expenses of the fund; VIII - the contact phone number and electronic correspondence address of the CVM; IX - updated and detailed conditions for subscription and redemption of shares, comprising minimum and maximum limits for investment or divestment, as well as minimum values for remaining in the fund; X - in a prominent manner, the conditions for carrying out the lending of shares as provided for in art. 12, including information on deadlines and costs; XI - profit distribution policy, comprising payment deadlines and conditions; XII - risks involved; XIII - if applicable, specification regarding payments of remuneration to the institution owning the index, in accordance with § 3º of art. 11, including a full copy of the contract;

XIV - taxation applicable to the fund and its unitholders; XV - composition of the fund's portfolio, updated daily; XVI - methodology for calculating the underlying index, criteria for selection and exclusion of the assets that compose it, as well as its updated composition; XVII - a section containing the full text of this Instruction, the fund's bylaws, and other pertinent legal norms; XVIII - daily update of the quantity of shares subject to lending operations, segregating information related to arts. 12 and 60, as well as the percentage of the value of shares in lending expressed in relation to the fund's net asset value; XIX - statement containing the non-identified list of unitholders who hold more than 5% (five percent) of the fund's shares, as well as the respective percentage held by each, this table being updated monthly, based on the position on the last business day of each month; XX - percentage held jointly, reflecting the position on the last business day of each month, by:
a) domestic institutional investors; b) individuals residing or domiciled in the Country; c) financial institutions incorporated in the Country; d) non-financial legal entities incorporated in the Country; and e) foreign investors. XXI - list of subscription and redemption operations carried out in the last 30 (thirty) days that, individually, exceeded 20% (twenty percent) of the fund's net asset value, or that were carried out in accordance with §§ 2º or 3º of art. 18; XXII - information on ongoing secondary distributions; XXIII - list of authorized market makers operating with the fund's shares; XXIV - a specific section for statistical data, accessible from the home page of the fund's portal on the World Wide Web, which must contain, at minimum:

a) comparative table of the daily evolution of the net asset value per share, the average and closing trading values in the secondary market, the fund's net asset value, as well as the value in points of the underlying index since the date of the fund's start of operations until the date of the last available share, accompanied by columns containing the percentage value of the premium or discount with which the fund was traded in relation to the average value of the underlying index and the theoretical value of its portfolio; b) comparative table containing the daily negotiated volume of the fund's shares and the reference index, as well as the percentage of the first in relation to the second, since the date of the fund's creation until the last available date. c) table containing the fund's monthly profitability compared to the underlying index, containing at least the last 24 (twenty-four) months; d) graph of the evolution of the fund's accumulated profitability compared to the underlying index, since admission for trading on the stock exchange or organized over-the-counter market until the last available share; and e) information related to items I, II, and III of the caput of art. 35, indicating alongside this information the possibility of holding a general meeting in case of excessive tracking error.

I - investment policy, target audience, goals and management objectives of the fund, including specific information on how the fund tracks the variations and profitability of a reference index, whether by full replication of the index's portfolio composition or by portfolio composition optimization methods; I – REVOKED

Item I revoked by CVM Resolution No. 3, of August 11, 2020.
II - description of factors that may affect the fund's performance adherence to the index; III - main rights and responsibilities of the unitholders and the administrator; III – REVOKED
Item III revoked by CVM Resolution No. 3, of August 11, 2020.
IV - presentation of the administrator and the manager, if any, including contact phone number and their experience;

V - a section that allows the unitholder to register their electronic correspondence address to receive information about the fund, as well as the availability of an electronic correspondence address for the fund that allows communication between the administrator and the unitholders; VI - full text of the contracts established between the fund and third parties in accordance with art. 11 and, if applicable, in accordance with § 6º of art. 58, the existence of which must be highlighted on the home page of the fund's portal on the World Wide Web; VII - presentation of brokerage and emolument expenses on an annual basis, in the form of the percentage of the total value debited to the fund in relation to the fund's average net asset value in the fiscal year; VIII - specification, in bold and clearly, of the fees and other expenses of the fund; IX - the contact phone number and electronic correspondence address of the CVM; X - updated and detailed conditions for subscription and redemption of shares, comprising minimum and maximum limits for investment or divestment, as well as minimum values for remaining in the fund; XI - in a prominent manner, the conditions for carrying out the lending of securities as provided for in art. 12, including information on deadlines and costs; XII - profit distribution policy, comprising payment deadlines and conditions; XIII - risks involved; XIV - if applicable, specification regarding payments of remuneration to the institution owning the index, in accordance with § 3º of art. 11, including a full copy of the contract; XIV – qualitative description of the components of the remuneration of the institution owning the index, in accordance with § 3º of art. 11;

Item XIV with wording given by CVM Resolution No. 3, of August 11, 2020.
XV - taxation applicable to the fund and its unitholders; XVI - composition of the fund's portfolio, updated daily;

XVII - methodology for calculating the underlying index, criteria for selection and exclusion of the assets that compose it, the frequency of rebalancing and its costs, changes in its methodology and composition previously established by the index provider, as well as its updated composition; XVII – methodology for calculating the underlying index, observing the provisions of §§ 6º and 7º;

Item XVII with wording given by CVM Resolution No. 3, of August 11, 2020.
XVIII - a section containing the full text of this Instruction, the fund's bylaws, and other pertinent legal norms; XIX - daily update of the quantity of securities subject to lending operations, segregating information related to arts. 12 and 60, as well as the percentage of the value of securities in lending expressed in relation to the fund's net asset value; XX - statement containing the non-identified list of unitholders who hold more than 5% (five percent) of the fund's shares, as well as the respective percentage held by each, this table being updated monthly, based on the position on the last business day of each month; XXI - percentage held jointly, reflecting the position on the last business day of each month, by:
a) domestic institutional investors; b) individuals residing or domiciled in the Country; c) financial institutions incorporated in the Country; d) non-financial legal entities incorporated in the Country; and e) foreign investors. XVIII – REVOKED XIX – REVOKED XX – REVOKED XXI – REVOKED
Items XVIII to XXI revoked by CVM Resolution No. 3, of August 11, 2020.

XXII - list of subscription and redemption operations carried out in the last 30 (thirty) days that, individually, exceeded 20% (twenty percent) of the fund's net asset value, or that were carried out in accordance with §§ 3º or 4º of art. 18; XXII – information on ongoing public offerings;

Item XXII with wording given by CVM Resolution No. 3, of August 11, 2020.
XXIII - information on ongoing secondary distributions; XXIV - list of authorized market makers operating with the fund's shares; and XXIV – list of authorized market makers operating with the fund's shares;
Item XXIV with wording given by CVM Instruction No. 604, of December 13, 2018.
XXV - a specific section for statistical data, accessible from the home page of the fund's portal on the World Wide Web, which must contain, at minimum:
a) comparative table of the daily evolution of the net asset value per share, the average and closing trading values in the secondary market, the fund's net asset value, as well as the value in points of the underlying index since the date of the fund's start of operations until the date of the last available share, accompanied by columns containing the percentage value of the premium or discount with which the fund was traded in relation to the average value of the underlying index and the theoretical value of its portfolio; a) comparative table of the daily evolution of the net asset value per share, the fund's net asset value, as well as the value of the underlying index since the date of the fund's start of operations until the date of the last available share;
Sub-item “a” with wording given by CVM Resolution No. 3, of August 11, 2020.
b) comparative table containing the daily negotiated volume of the fund's shares and the reference index, as well as the percentage of the first in relation to the second, since the date of the fund's creation until the last available date. b) REVOKED
Sub-item “b” revoked by CVM Resolution No. 3, of August 11, 2020.
c) table containing the fund's monthly profitability compared to the underlying index, containing at least the last 24 (twenty-four) months;

d) graph of the evolution of the fund's accumulated profitability compared to the underlying index, since admission for trading on the stock exchange or organized over-the-counter market until the last available share; and e) information related to items I, II, and III of the caput of art. 35, including the number of business days elapsed since the start of disqualification, indicating alongside this information the possibility of holding a general meeting in case of excessive tracking error. e) information related to items I, II, and III of the caput of art. 35, including the number of business days elapsed since the start of disqualification, indicating alongside this information the possibility of holding a general meeting in case of excessive tracking error; and

Sub-item “e” with wording given by CVM Instruction No. 604, of December 13, 2018.
Items I to XXV with wording given by CVM Instruction No. 537, of September 16, 2013.
XXVI – annual report of the fund, within a period of up to 60 (sixty) days, counted from the closing of the fiscal year to which it refers, which must contain the following:
a) accounting statements, accompanied by the report of the independent auditor; b) analysis of the fund's portfolio in light of the adopted strategy and the objectives of the investment policy; c) performance presentation, comprising the information contained in item XXIV; d) explanations regarding any tracking error or profitability difference, in accordance with art. 35; e) management fees in current currency and as a percentage of the fund's net asset value; and f) other information that the administrator deems relevant.
Item XXVI with wording given by CVM Instruction No. 604, of December 13, 2018.

§1º The home page of the fund's portal must contain, according to the standard format defined by the CVM:
I - the CVM logo accompanied by the words “The CVM is the government entity that regulates equity funds. This is a fund authorized to operate by the CVM by (number of the authorization letter for the fund's operation). The authorization for the sale and trading of shares 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 to current legislation or judgment on the quality of the fund or its administrator”; and I - the following words in a prominent manner: "The authorization for the sale and trading of shares of the 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"; and

§ 1º with wording given by CVM Instruction No. 537, of September 16, 2013.
II - under the information of sub-item “a” and, in bold, a shortcut to the section of the CVM's address on the World Wide Web that contains the registry of regulated entities, the words “Click here to enter the CVM website and confirm that this is a registered fund”.

§2º The fund's address on the World Wide Web may have a section in a foreign language, provided that the content of this section does not diverge from the content in Portuguese and the foreign language section does not contain more information than the Portuguese one.

§3º Electronic communication between the administrator and the unitholders made through the electronic correspondence address referenced in item IV of the caput must be maintained by the administrator for a period of at least 5 (five) years.

§4º The administrator must ensure that the information regarding this article is disclosed continuously and updated, and that the fund's address on the World Wide Web has technical access capacity compatible with the number of unitholders of the fund.

§5º The exchange of the fund's address on the World Wide Web is considered a relevant fact, in accordance with art. 40.

§ 6º The disclosure of the index calculation methodology must cover:
I – criteria for inclusion and exclusion of assets; II – frequency of rebalancing; III – changes in relation to the methodology previously established by the index provider; and IV – composition, weights of each financial asset, and other parameters necessary for the replication of the index.

§ 7º The information provided for in item IV of § 6º may be disclosed up to 3 (three) months after the date to which it refers.

§§ 6º and 7º included by CVM Resolution No. 3, of August 11, 2020.

Section II

On the disclosure of information to the market and to unitholders

Art. 40. The fund administrator must disclose, widely and immediately, through the home page of the fund's portal on the World Wide Web, the electronic correspondence addresses registered in accordance with item IV of art. 39, and the information disclosure system of the stock exchange or organized over-the-counter market in which the fund's shares are traded, any relevant act or fact, in order to guarantee all unitholders access to information that may, directly or indirectly, influence their decisions regarding remaining in the fund or, in the case of other investors, regarding the acquisition of shares.

Art. 41. The fund administrator must disclose, daily, to the stock exchange or over-the-counter market entity in which the fund's shares are listed, the net asset value per share, the composition of the fund's portfolio, and the value of its net asset value.

Sole Paragraph. The disclosure of intraday estimates of the indicators contained in the caput of this article is permitted, provided that the methodology for calculating these estimates is disclosed on the fund's address on the World Wide Web, and is in accordance with the provisions of arts. 16 and 55.

Art. 42. Unitholders must be notified of their positions by the custody service provider or by the share registration service provider, in accordance with current legislation for the stock market.

Sole Paragraph. Unitholders who subscribe or redeem shares must receive written communication containing, at minimum, the date, quantity of shares, and value of the operation.

SECTION III

ON INFORMATION SENT TO THE CVM

Art. 43. The administrator must send to the CVM, without prejudice to others that may be required, the following information:

I – daily:
a) net asset value per share; b) fund's net asset value; and

c) value of share issuances and redemptions carried out on the day.

II - monthly:
a) synthetic statement, according to the model defined by the CVM, until the fifth business day after the closing of the month to which it refers; and a) REVOKED

Sub-item a revoked by CVM Instruction No. 604, of December 13, 2018.
b) trial balance, statements of portfolio composition and diversification, and statements of sources and applications of resources, until 15 (fifteen) days after the closing of the month to which they refer. b) trial balance and statements of portfolio composition and diversification, until 15 (fifteen) days after the closing of the month to which they refer; and
Sub-item b with wording given by CVM Instruction No. 604, of December 13, 2018.

III - annually, within a period of up to 60 (sixty) days, counted from the closing of the fiscal year to which they refer:
a) annual report of the fund; b) opinion of the independent auditor, regarding the accounting statements; and c) list of judicial or extrajudicial demands, whether in defense of unitholders' 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.

III – annually, within a period of up to 60 (sixty) days counted from the closing of the fiscal year to which they refer, the independent auditor's report regarding the accounting statements.

Item III with wording given by CVM Instruction No. 604, of December 13, 2018.

Art. 44. The fund's annual report must contain the following:

I - 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 the information contained in item XXIV of art. 39; IV - explanations regarding any tracking error or profitability difference, in accordance with art. 35; V - management fees in current currency and as a percentage of the fund's net asset value; and VI - other information that the administrator deems relevant.

Art. 44. REVOKED

Art. 44 revoked by CVM Instruction No. 604, of December 13, 2018.

Section IV

On the disclosure of information to the public

Art. 45. The information provided or any disclosure material of the fund cannot be in disagreement with the content of the fund's portal on the World Wide Web, with its bylaws, or with the 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 broadcast, with equal prominence, through the media used to broadcast the original advertising text, and must expressly state that the information is being republished by order of the CVM.

Art. 46. No disclosure material can guarantee or suggest a guarantee of future results or exemption from risk for the investor.

Art. 47. All information, disclosed by any means, must contain the fund's address on the World Wide Web and mention, prominently, that it is the form of official disclosure of information by the fund.

Art. 48. If the administrator hires the services of a risk rating company, 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 performed.

Art. 49. All information, disclosed by any means, in which reference is made to the fund's profitability, must necessarily:

I - mention the date of its start of operation; II - cover, at minimum, the last 3 (three) years or the period since its constitution, if more recent; III - be accompanied by the profitability of the reference index for the same period; IV - be accompanied by the value of the arithmetic mean of the sum of its net asset value calculated on the last business day of each month, in the last 3 (three) years or since its constitution, if more recent; and V - inform, if applicable, the incidence of an exit fee that reduces the net asset value per share or the number of shares upon redemption, clarifying its value and method of calculation. V - inform, if applicable, the incidence of entry or exit fees and expenses arising from subscription or redemption in current currency, clarifying their method of calculation.

Item with wording given by CVM Instruction No. 537, of September 16, 2013.

Art. 50. Whenever the disclosure material presents information regarding profitability occurred in previous periods, a warning must be included, prominently, that:

I - past profitability does not guarantee future results; and II - investments in funds are not guaranteed by the administrator or by any insurance mechanism, or by the credit guarantee fund.

Art. 51. In the case of disclosure of information comparatively to other funds, the dates, periods, source of information used, criteria adopted, and all information that is relevant for an adequate evaluation of the investment must be informed in the same material.

CHAPTER IX

ON ACCOUNTING STATEMENTS

Art. 52. The fund must have its own accounting bookkeeping, and the accounts and accounting statements must be segregated from those of the administrator.

Art. 53. The fund's fiscal year is 1 (one) year and shall end on March 31 of each year.

Art. 54. The financial statements must be made available to any interested party who requests them from the administrator, within 60 (sixty) days after the end of the fiscal year.

Art. 55. The fund's financial statements must observe the general standards applicable to investment funds in securities and financial assets, except regarding the valuation of variable income applications and their derivatives, where closing quotes must be used, according to the methodology used in the calculation of the reference index.

Art. 55. The fund's financial statements must observe the ACCOUNTING PLAN FOR INVESTMENT FUNDS - COFI, issued by the CVM.

Art. 55 with wording given by CVM Instruction No. 537, of September 16, 2013.

Art. 56. The fund's financial statements must be audited annually by an independent auditor registered with the CVM, observing the standards that regulate the exercise of the activity.

Sole paragraph. Audited financial statements are mandatory only for funds in activity for more than 90 (ninety) days.

Art. 57. In cases of fund liquidation, the independent auditor must issue an opinion on the statement of net asset movement, covering the period between the date of the last audited financial statements and the date of the actual liquidation of the fund, commenting on the movements that occurred during the period.

Sole paragraph. In its opinion, the auditor must also attest whether redemptions were or were not carried out under equitable conditions and in accordance with the relevant regulations, as well as the non-existence of unrecorded debts, credits, assets, or liabilities.

CHAPTER X
OF THE PORTFOLIO

Art. 58. The fund must maintain 95% (ninety-five percent), at minimum, of its applied assets in securities or other variable income assets authorized by the CVM, in the proportion in which they integrate the reference index, or in long positions in the futures market of the reference index, in order to reflect the variation and profitability of such index, observing the provisions of Art. 35.

Art. 58. In order to reflect the variation and profitability of the reference index, and observing the provisions of Art. 35, the fund must maintain 95% (ninety-five percent), at minimum, of its assets applied in:

Caput with wording given by CVM Instruction No. 537, of September 16, 2013.

I - financial assets that integrate the reference index; and II - net long position in futures contracts.

Items I and II included by CVM Instruction No. 537, of September 16, 2013.

I – financial assets that integrate the reference index; II – net position in futures contracts; and

Items I and II with wording given by CVM Resolution No. 3, of August 11, 2020.

III – shares of other index funds that seek to reflect the variations and profitability of the reference index of the investing fund.

Item III included by CVM Resolution No. 3, of August 11, 2020.

§1º During the period between the official disclosure of the first preview of the new composition of the reference index and 1 (one) month after its effective change in composition, it is optional for the administrator, as defined in the regulations, to adjust the composition of the fund's portfolio, and it must, during this period, act in a manner to ensure that the fund's profitability does not diverge from the variation of the reference index.

§2º When distributing dividends related to the securities underlying the fund's portfolio, the administrator must, whenever possible, follow the same policy used in the calculation of the reference index, and may, if necessary, redistribute these dividends or distribute earnings directly to the unitholders.

§2º When distributing dividends related to the financial assets underlying the fund's portfolio, the administrator must, whenever possible, follow the same policy used in the calculation of the reference index, and may, if necessary, redistribute these dividends or distribute earnings directly to the unitholders.

§2º with wording given by CVM Instruction No. 537, of September 16, 2013.

§3º To achieve the objective provided for in § 2º, the fund whose investment policy is associated with an equity index that considers the reinvestment of dividends from the moment of their declaration may negotiate the credits related to any declared dividends that have not yet been effectively paid.

§4º Exceptional cases of portfolio non-compliance must be justified in writing to the CVM within a maximum period of 5 (five) business days, starting from the date of their occurrence.

§5º The total of guarantee margins required from the fund in its derivative operations may not exceed 20% (twenty percent) of the fund's net asset value.

§6º The execution of a forward contract for return swap (“swap”), with a clause for settlement by daily financial adjustment, between the fund and third parties, which has as its object of negotiation the difference in the variation of profitability between the fund and the reference index, is authorized.

§7º The contract referred to in the previous paragraph, as well as any modifications agreed upon during its validity period, must be previously approved by the CVM, disclosed in full on the fund's address on the worldwide web, in the form of item V of Art. 39, and registered in a stock exchange, commodities and futures exchange, or organized over-the-counter market.

§8º The end of the validity of the contract referred to in § 6º must be disclosed at least 30 (thirty) days in advance, being considered a relevant fact for the purposes of Art. 40.

§9º For the purposes of this Instruction, the following financial assets are admitted:

I - securities or other financial assets whose public offering was submitted to registration with the CVM or that were distributed with restricted efforts; and

I – securities or other financial assets whose public offering has been submitted to registration with the CVM; and

Item I with wording given by CVM Resolution No. 162 of July 13, 2022.

II - public bonds issued by the National Treasury.

§10 The futures contracts provided for in the caput must be negotiated in a commodities and futures exchange and settled in clearinghouses and settlement service providers that assume the position of central counterparty.

§11 In the case of funds that seek to reflect the variations and profitability of fixed income indices, financial assets that are not part of the reference index but are of the same nature as those, though of different issuances, are admitted, limited to 20% (twenty percent) of the fund's net asset value.

§§9º to 11 included by CVM Instruction No. 537, of September 16, 2013.

Art. 59. The excess resources from the minimum application fixed in the previous article may be invested in:

I - public bonds issued by the National Treasury or the Central Bank of Brazil;

I - public bonds issued by the National Treasury;

Item I with wording given by CVM Instruction No. 537, of September 16, 2013.

II - fixed income bonds issued by financial institutions;

III - shares of financial investment funds (FIF);

IV - repo operations, according to the regulation issued by the National Monetary Council; and

V - derivative operations distinct from that provided for in the caput of Art. 58, carried out in a stock exchange, in a commodities and futures exchange, or in an organized over-the-counter market, exclusively for the management of risks inherent to the fund's portfolio or the securities underlying it, observing the limit fixed in § 5º of Art. 58.

III - shares of investment funds of the Short Term, Fixed Income, and Referenced classes;

IV - repo operations, according to the regulation issued by the National Monetary Council;

V - derivative operations distinct from that provided for in item II of Art. 58, carried out in a stock exchange, in a commodities and futures exchange, or in an organized over-the-counter market, exclusively for the management of risks inherent to the fund's portfolio or the underlying financial assets, observing the limit fixed in § 5º of Art. 58;

Items III to V with wording given by CVM Instruction No. 537, of September 16, 2013.

VI – financial assets with liquidity not included in the reference index; and

VII - shares of other index funds.

Items VI and VII included by CVM Instruction No. 537, of September 16, 2013.

Art. 60. The fund may carry out stock lending operations, as regulated by the CVM and according to the limit and conditions established in the regulations.

Art. 60 The fund may carry out operations lending the securities that make up its portfolio, as regulated by the CVM and according to the limit and conditions established in the regulations.

Caput with wording given by CVM Instruction No. 537, of September 16, 2013.

§1º The lending operations referred to in the caput must have a fixed term for the return of assets.

§2º The administrator must honor the payment of redemptions, as well as meet the loan requests formulated based on § 3º of Art. 12, if there are no securities available in sufficient quantity, due to them having been lent or given as collateral by the fund, and it is not possible to recover them in time.

CHAPTER XI
OF THE FUND'S CHARGES

Art. 61. The following constitute charges of the fund:

I - administration fee, as defined by the regulations;

II - taxes, federal, state, or municipal contributions, that fall or may fall upon the goods, rights, and obligations of the fund;

III - 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;

IV - correspondence expenses of interest to the fund;

V - fees and expenses of the independent auditor;

VI - emoluments and commissions paid for fund operations;

VII - attorney fees, court costs, and related procedural expenses, incurred due to the defense of the fund's interests, in court or out of court, including the value of any condemnation in a judicial action;

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

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

IX - expenses with custody and settlement of operations with financial assets;

Item IX with wording given by CVM Instruction No. 537, of September 16, 2013.

X - expenses with foreign exchange closing for permitted operations, or with certificates or deposit receipts of securities, if such assets are part of the reference index; and

XI – “royalties” due for the use of the reference index, provided they are charged according to the contract established between the administrator and the institution that holds the rights over it.

Art. 62. The fund's regulations may provide for the possibility that the expenses provided for in items I and XI of the previous article be appropriated to their own account and paid exclusively based on the revenues earned by the fund through stock lending operations or other extraordinary revenues.

Art. 62. The fund's regulations may provide for the possibility that the expenses provided for in items I and XI of the previous article be appropriated to their own account and paid exclusively based on the revenues earned by the fund through securities lending operations or other extraordinary revenues.

Caput with wording given by CVM Instruction No. 537, of September 16, 2013.

Sole paragraph. In the case of use of the option provided for in the caput, the revenues referred to therein may be used, at the administrator's discretion, to pay the other charges of the fund, as well as to correct any adherence errors between the fund's portfolio and the underlying market index.

Art. 63. Any expenses not provided for as charges of the fund are borne by the administrator.

CHAPTER XII
OF INCORPORATION AND MERGER, SPIN-OFF, TRANSFORMATION, LIQUIDATION, AND CLOSURE OF THE FUND

Section I
Of incorporation, merger, spin-off, and transformation

Art. 64. Only incorporation and merger operations between index investment funds that have the same reference index as their investment policy are permitted.

Art. 65. The fund may only be transformed into an investment fund in securities and financial assets, observing the standards applicable to those funds.

Art. 65. The fund may only be transformed into an investment fund regulated by CVM Instruction No. 409, of August 18, 2004, observing the standards applicable to those funds.

Art. 65 with wording given by CVM Instruction No. 537, of September 16, 2013.

Art. 66. Spin-off will be admitted only in the case of creation of index funds that follow new reference indices, composed solely of part of the securities of the original reference index.

Art. 66. Spin-off will be admitted only in the case of creation of index funds that follow new reference indices, composed solely of part of the financial assets of the original reference index.

Art. 66 with wording given by CVM Instruction No. 537, of September 16, 2013.

Art. 67. The financial 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 state in its opinion the criteria used for the calculation of the share replacement ratio of the funds.

Art. 68. In cases of spin-off, merger, and incorporation and transformation, the following must be sent to the CVM, within a period of up to 10 (ten) days, counted from the date of the respective general meetings:

I - copy of the publication of the general meeting summons notice;

II - minutes of the general meeting;

III - balance sheets and calculation memorandum of share conversion;

IV - new fund regulations; and

V - any market and unitholder disclosure material.

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 this article, the audit opinion related to the spin-off, incorporation, or merger statement.

SECTION II
OF LIQUIDATION AND CLOSURE OF THE FUND

Art. 69. In the event of fund liquidation by resolution of the general meeting, the administrator must promote the division of its assets among the unitholders, in proportion to their shares, within a maximum period of 30 (thirty) days from the date of the meeting.

Art. 70. After the division of the fund's assets among the unitholders, the administrator must promote its closure, sending to the CVM, within a period of 10 (ten) days, counted from the date on which the resources or securities from the liquidation were made available to the unitholders, the following documentation:

Art. 70. After the division of the fund's assets among the unitholders, the administrator must promote its closure, sending to the CVM, within a period of 10 (ten) days, counted from the date on which the resources or financial assets from the liquidation were made available to the unitholders, the following documentation:

Caput with wording given by CVM Instruction No. 537, of September 16, 2013.

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

II - proof of entry of the deregistration request with the CNPJ.

Sole paragraph. The administrator must present to the CVM, within a period of 90 (ninety) days, counted from the date of delivery of the documents referred to in this article, the audit opinion related to the fund's liquidation statement.

Art. 71. When all shares of the fund have been redeemed, the administrator, on its own initiative, must promote the closure of the fund, sending to the CVM the audit opinion related to the fund's liquidation statement and the proof of presentation of the deregistration request with the CNPJ.

Art. 72. It is optional for the unitholder holding shares whose value is lower than the standard lot defined in Art. 18 to demand cash redemption in the event of fund liquidation.

CHAPTER XIII
OF THE TERM OF GRANT OF AUTHORIZATIONS

Art. 73. The authorizations for the operation of funds are presumed granted after 30 (thirty) days from the date of receipt of the request at the CVM, provided it is accompanied by the documentation provided for in Art. 8º.

§1º The CVM, at any time, may request documents, additional information, or modifications in the documentation presented, as well as request the correction of procedures in disagreement with current legislation.

§2º If requirements are made before the grant of authorization for the fund's operation, the period provided for in the caput will be suspended, and the provisions of §§ 2º and 3º of Art. 74 must be observed.

§3º The administering institution that does not meet the requirements provided for in this article, within a period of 30 (thirty) days, counted from the receipt of the respective correspondence, is subject to the daily fine provided for in Art. 77, without prejudice to the cancellation of the authorization for the fund's operation and the responsibility of the administrators.

§4º In the event of cancellation of the authorization for the fund's operation, the administrator must immediately convene the general meeting of unitholders to deliberate on the liquidation of the fund.

Art. 74. The other authorizations provided for in this Instruction are presumed granted after 30 (thirty) days from the date of receipt of the request at the CVM, provided it is accompanied by the pertinent documentation.

§ 1º The 30 (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 pertinent documentation.

§2º A period not exceeding 60 (sixty) days, counted from the receipt, by the applicant, of the respective correspondence, is granted to meet any requirements, under penalty of the request being denied.

§3º The CVM is assured, for final manifestation, a period corresponding to 10 (ten) business days in the event that the remainder of the original period is less, and the denial of the authorization request must be communicated to the interested party in writing.

CHAPTER XIII-A
OF CERTIFICATES OF DEPOSIT OF INDEX FUND SHARES TRADED ABROAD

SECTION I
OF DEFINITIONS AND GENERAL CHARACTERISTICS

Art. 74-A. For the purposes of this Chapter, it is understood by:

I – depositary receipts of index fund shares – BDR: certificates representing index fund shares admitted to trading in organized securities markets abroad, issued by a depositary institution in Brazil;

II – custodian institution: the institution headquartered abroad, authorized by an authority similar to the CVM to provide custody services;

III – depositary institution: the institution that issues, in Brazil, the corresponding deposit certificate, based on the index fund shares custodied abroad;

IV – administrator: legal entity that represents the index fund whose shares serve as collateral for the issuance of BDR, regardless of the structure of the investment vehicle; and

V – share: ideal fraction of the index fund's assets that serves as collateral for the issuance of BDR, such fraction being able to be a share, a fund share, or any similar unit.

Art. 74-B. BDRs may only be collateralized by shares of index funds admitted to trading in organized securities markets and custodied in countries whose regulatory bodies have signed an agreement of cooperation with the CVM on consultation, technical assistance, and mutual assistance for the exchange of information, or are signatories of the multilateral memorandum of understanding of the International Organization of Securities Commissions – IOSCO.

§ 1º It is admitted that shares be custodied and traded in different countries, provided that the regulatory bodies of both countries meet the requirement established in the caput.

§ 2º If the shares that serve as collateral for the issuance of BDR are traded in more than one country, the provisions of the caput apply to the country where the shares have the highest trading volume.

§ 3º The CVM may determine the adjustment or cancellation of issuances of certificates collateralized by shares admitted to trading or custodied in countries whose regulatory body is, or comes to be considered by the CVM, as non-cooperative, for the purposes of mutual assistance for the exchange of information.

§ 4º The issuance of BDRs collateralized by shares of unidentified index funds is prohibited by an ISIN code – International Securities Identification Number.

Art. 74-C. The administrator of the index fund whose shares serve as collateral for the issuance of BDR is not responsible for providing the information provided for in this Instruction, however the BDR program cannot be carried out without its express consent.

Sole paragraph. The depositary institution must enter into a contract with the fund administrator that ensures the availability of the information that must be disclosed in accordance with this Instruction.

Art. 74-D. The funds whose shares serve as collateral for the issuance of BDR and their respective reference indices must observe the criteria and prohibitions provided for in §§ 2º and following of Art. 2º of this Instruction.

Art. 74-E. The funds whose shares serve as collateral for BDR issuance are exempt from registration with the CVM and their shares cannot be the object of distribution by public offering in Brazil.

Art. 74-F. BDRs may be traded in an unorganized over-the-counter market or in specific segments for Level I BDRs of an entity administering an organized over-the-counter market or stock exchange.

Art. 74-G. The acquisition of BDR is permitted to:

I – any investors, in case:

a) the shares object of the depositary certificates have as their trading market with the highest volume one of the foreign stock exchanges classified as “recognized market” in the regulation of an entity administering a securities market approved by the CVM; and

b) the issuer of the shares that serve as collateral for the BDR is subject to supervision by the regulatory entity of the capital market of the “recognized market”; and

II – qualified investors, as defined in specific regulation, in other cases.

§ 1º Stock exchanges and organized over-the-counter market entities that maintain trading segments for BDR must establish alert mechanisms regarding the risks inherent to the assets traded therein, especially regarding the fact that it is a fund not registered with the CVM and subject to accounting standards and legislation different from those in force in Brazil.

§ 2º The acceptance of orders for BDR trading by intermediaries is conditioned:

I – to proof of the investor's classification in at least one of the conditions established in the items of the caput; and

II – to verify the compatibility of the investment in BDRs with the investor's profile, in accordance with CVM Instruction No. 539, of November 13, 2013.

SECTION II
OF THE INFORMATION TO BE PROVIDED BY THE DEPOSITORY INSTITUTION

Art. 74-H. The depository institution must disclose, in Brazil, all information regarding the fund whose disclosure is mandatory in its country of origin.

§ 1º The depository institution must also maintain or inform of the webpage on the World Wide Web where the following information must be present:

I – qualification of the fund administrator and manager; II – qualification of the custodian and the depository; III – entities administering organized securities markets where the fund shares and BDRs are admitted to trading; IV – fund regulations or document of a similar nature; V – description of the reference index to which the fund's investment policy is associated, including its calculation methodology, as provided in Art. 39, §§ 6º and 7º; VI – investment policy, target audience, management goals and objectives of the fund, including specific information on how the fund tracks the variations and profitability of the reference index, whether by full replication of the index portfolio composition or by portfolio composition optimization methods; VII – risks involved, including a description of factors that may affect the fund's performance adherence to the index; VIII – statistical data, containing, at a minimum:

a) comparative table of the daily evolution of the net asset value per share, the fund's net assets, as well as the value of the underlying index from the date of the fund's commencement of operations until the date of the last available quote;

b) table containing the fund's monthly profitability compared to the underlying index, containing at least the last 24 (twenty-four) months;

c) graph of the evolution of the fund's accumulated profitability compared to the underlying index, from the admission for trading on a stock exchange or organized over-the-counter market until the last available quote; and

d) information relating to items I, II and III of the caput of Art. 35, including the number of business days elapsed since the beginning of the disqualification, observing also the provisions of §§ 1º and 2º of such provision;

IX – relevant facts related to the BDRs involving the custodian or the depository institution; X – main rights and responsibilities of BDR holders, the administrator, the manager, the custodian and the depository institution; XI – administration, entry and exit fees, whose calculation parameters must be clearly defined and highlighted; XII – fund's profit distribution policy; XIII – voting policy in assemblies (Art. 12); XIV – if applicable, highlight regarding the possibility of the fund entering into a contract with the content provided in § 6º of Art. 58; XV – qualitative description of the components of remuneration to the institution owning the index, as per § 3º of Art. 11; XVI – taxation applicable to BDR holders; XVII – fund portfolio composition, updated daily; XIX – information on public offerings of the shares that serve as collateral for the BDRs; XX – section allowing the BDR holder to register an electronic correspondence address to receive information; XXI – electronic correspondence address of the depository institution that allows communication with BDR holders; XXII – other information considered relevant for the investment decision in the BDRs; and

XXIII – procedures to be followed by the depository institution in case of discontinuation of the program, as per Art. 74-R.

§ 2º The homepage at the address maintained by the depository institution on the World Wide Web must contain, according to the standard format defined by the CVM:

I – the following statements in a prominent manner: "The authorization for the sale and trading of deposit certificates of index fund shares 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"; and

II – under the information of item I and, in bold, a shortcut to the section of the CVM's address on the World Wide Web that contains the registry of regulated entities, the statement “Click here to enter the CVM website and confirm that the BDR program was the subject of registration”.

§ 3º Electronic communications between the depository institution and BDR holders made in accordance with items XXI and XXII of the caput must be maintained by the administrator for a period of at least 5 (five) years.

§ 4º The depository institution must ensure that the information referred to in this article is disclosed continuously and updated, and that the fund's address on the World Wide Web has technical access capacity compatible with the number of BDR holders.

§ 5º The change of the fund's address on the World Wide Web is considered a relevant fact, in accordance with item IX of the caput.

§ 6º The disclosure of the information referred to in this article must occur:

I – in the language of the fund's country of origin, until the opening of BDR trading on the day following the disclosure of the information in the fund's country of origin; and

II – in Portuguese, until the opening of BDR trading on the fifth day following the disclosure of the information in the fund's country of origin.

§ 7º The disclosure of information in the language of the fund's country of origin is waived if such information is presented in Portuguese within the period provided in § 6º, I.

§ 8º The disclosure of information in Portuguese is waived if the BDRs are subject to acquisition only by qualified investors.

§ 9º The disclosure of information provided for in this article may occur via hyperlink to a webpage on the World Wide Web maintained by the fund's administrator or manager, with the depository institution remaining responsible for the availability of its content.

Art. 74-I. The depository institution must keep updated and available to the CVM the statements that reflect the daily movement of BDRs issued and cancelled.

SECTION III
OF INFORMATION OF AN ADVERTISING NATURE

Art. 74-J. The information provided or any disclosure material of the fund or BDRs cannot be inconsistent with the content of the page maintained by the depository institution.

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 media used to disseminate the original advertising text, expressly stating that the information is being republished by determination of the CVM.

Art. 74-K. No disclosure material may assure or suggest a guarantee of future results or exemption from risk for the investor.

Art. 74-L. Any information about the fund or BDRs, disclosed by any means, must contain the address of the depository institution's webpage on the World Wide Web.

Art. 74-M. Any information, disclosed by any means, in which reference is made to the fund's profitability, must necessarily:

I – mention the date of its commencement of operations; II – cover, at a minimum, the last 3 (three) years or the period since its constitution, if more recent; III – be accompanied by the profitability of the reference index for the same period; 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 3 (three) years or since its constitution, if more recent; and

V – inform, if applicable, the incidence of entry or exit fees.

Art. 74-N. Whenever the disclosure material presents information regarding profitability occurred in previous periods, a warning must be included, prominently, that:

I – profitability obtained in the past does not represent a guarantee of future results; and

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

Art. 74-O. In the case of disclosure of information comparatively to other funds, the dates, periods, source of information used, criteria adopted and all information that is relevant for an adequate evaluation of the investment must be informed in the same article.

SECTION IV
OF THE REGISTRATION OF THE PROGRAM

Art. 74-P. The BDR program depends on prior registration with the CVM, which will be automatically granted upon protocol, by the depository institution, of the following documents and information:

I – regulations or equivalent document of the fund; II – contracts entered into between the depository institution, the custodian institution and the fund or its administrator; III – indication of the director of the depository institution responsible for the BDR program; IV – address of the fund on the World Wide Web, if any; V – declaration from the organized market administering entity communicating the approval of the request for admission to trading of the BDRs, conditioned only on obtaining registration with the CVM; VI – copy of the payment slip for the inspection fee related to the distribution of the BDRs, if applicable; VII – term of assumption of responsibility by the BDR depository institution for the simultaneous disclosure to the market of the information provided by the fund in its country of origin; VIII – list of information disclosed periodically in the country of origin of the index fund whose shares serve as collateral for the BDRs; IX – declaration by the depository institution that the reference index of the fund whose shares serve as collateral for the BDRs meets the requirements and prohibitions provided in §§ 2º and following of Art. 2º of this Instruction; and

X – declaration by the depository institution that it commits to observe the procedures for the discontinuation of the program that are established by the organized market administering entity where the BDRs are admitted to trading.

§ 1º The protocol referred to in the caput must be directed to the Superintendent of Institutional Investor Relations – SIN.

§ 2º The declaration referred to in item V of the caput may be sent directly to the CVM by the organized market administering entity.

§ 3º In the event of subjective or objective restrictions on the trading of the fund's shares in the country where they are traded, the registration of the BDR program in Brazil will be granted with the same restrictions.

§ 4º The contracts referred to in this article must stipulate that the depository institution is obliged to provide the CVM, at any time and within the period to be determined by it, any information and documents related to the issued BDRs.

Art. 74-Q. The depository institution of the BDRs may submit a request for transfer of its functions to another depository institution, provided that:

I – the BDR holders are notified with at least 60 (sixty) days' advance notice; and

II – the characteristics of the BDRs are not altered, except for the possibility of modifying the custodian institution.

Sole Paragraph. The request for transfer of the depository institution referred to in this article must be sent to the SIN, and will be automatically granted upon protocol of the documents and information provided for in items II, III, VII, VIII, IX and X of Art. 74-P.

Art. 74-R. The depository institution may submit a request for cancellation of the registration of the BDR program, provided it complies with the procedures established for this purpose by the organized securities market administering entity.

Sole Paragraph. The request must be sent to the SIN and will be automatically granted if accompanied by documents evidencing compliance with the provisions of the caput.

Art. 74-S. The depository institution and the director responsible indicated by it are liable to the CVM for irregularities related to the program and the continuous provision of information on the BDRs, in accordance with this Instruction.

Art. 74-T. In cases where it exercises the right to vote on the shares of the index funds that serve as collateral for BDR programs, the depository institution must do so in the manner instructed by the BDR holders whenever the contracts related to the program allow, or in the best interest of the BDR holders, when such contracts prevent voting instructed by them.

CHAPTER XIII-A included by CVM Resolution No. 3, of August 11, 2020.

CHAPTER XIV
OF PENALTIES

Art. 75. A serious infraction, for the purposes of Art. 11, § 3º, of Law No. 6.385/76, is considered the infraction of the norms contained in Arts. 6º; 10; 11, § 1º; 12, § 3º; 14; 28; 40; 52; 56 and 63.

Art. 75. A serious infraction, for the purposes of Art. 11, § 3º, of Law 6.385, of December 7, 1976, is considered the infraction of the norms contained in Arts. 6º; 10; 11, § 1º; 12, § 3º; 14; 28; 40; 52; 56; 63; 74-D; 74-G; and 74-H.

Art. 75 with wording given by CVM Resolution No. 3, of August 11, 2020.

Art. 76. Non-compliance with the provisions of Arts. 9º; 12, § 1º; 13; 15; 18; 20; 24; 25, sole paragraph; 26; 32; 33; 35; 37, sole paragraph; 38; 39; 41; 42; 43, 45 to 51; 54 to 60; 63 to 71 constitutes a hypothesis of infraction of an objective nature, subject to the summary procedure of the administrative sanctioning process.

Art. 76. Non-compliance with the provisions of Arts. 9º; 12, § 1º; 13; 15; 18; 20; 25, sole paragraph; 26; 32; 33; 35; 37, sole paragraph; 38; 39; 41 to 43; 45 to 51; 54 to 60 and 63 to 71 constitutes a hypothesis of infraction of an objective nature, subject to the summary procedure of the administrative sanctioning process.

Art. 76 with wording given by CVM Instruction No. 537, of September 16, 2013.
Art. 76 repealed by CVM Instruction No. 545, of January 29, 2014.

Art. 77. 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. 77. Without prejudice to the provisions of Art. 11 of Law No. 6.385, of 1976, the administrator is subject to the daily fine provided for in the specific norm that deals with coercive fines due to non-compliance with the deadlines provided for in this Instruction.

Sole Paragraph. The daily fine referred to in the caput does not apply to the daily report, but the CVM may ascertain the administrator's responsibility in accordance with Art. 11 of Law No. 6.385, of 1976, if the information is not sent within the period provided for in item I of Art. 43.

Art. 77 with wording given by CVM Instruction No. 609, of June 25, 2019.

Art. 78. The CVM may hold other directors, employees and agents of the administrator or the fund portfolio manager liable, if their responsibility for non-compliance with the provisions of this Instruction is established.

CHAPTER XV
OF FINAL PROVISIONS

Art. 79. The CVM may determine that the information provided for in this Instruction, due to the CVM, periodic or occasional, must be presented through an electronic medium or the CVM's address on the World Wide Web, according to the database structure and programs provided by the CVM.

Sole Paragraph. The CVM may create, alter, include or suppress the programs referred to in the caput.

Art. 80. A potential increase in the controlling shareholder's participation is considered the acquisition, by the same, of index fund shares that hold shares of a company controlled by him.

Art. 81. This Instruction enters into force on the date of its publication in the Official Gazette of the Union.

Original signed by
JOSÉ LUIZ OSORIO DE ALMEIDA FILHO
President