CVM Instruction No. 399 of November 21, 2003 (Revoked)

FULL TEXT OF CVM INSTRUCTION NO. 399, OF NOVEMBER 21, 2003, WITH CHANGES INTRODUCED BY CVM INSTRUCTIONS NOS. 435/06, 498/11, 510/11, 545/14, 554/14, 609/19 AND 615/19 AND BY CVM RESOLUTION NO. 162/22.

CVM INSTRUCTION NO. 399, OF NOVEMBER 21, 2003.
Regulates the constitution and operation of credit rights investment funds within the scope of the Program for Incentive to the Implementation of Projects of Social Interest – FIDC-PIPS, in accordance with Law No. 10,735, of September 11, 2003.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM, makes it known that the Board, in a meeting held on this date, having regard to the provisions of Art. 19 of Law No. 6,385, of December 7, 1976, and Law No. 10,735, of September 11, 2003, HAS DECIDED to issue the following Instruction:

ON SCOPE AND PURPOSE
Art. 1 This Instruction provides for general rules governing the constitution, administration, operation, and disclosure of information of Credit Rights Investment Funds – FIDC-PIPS, within the scope of the Program for Incentive to the Implementation of Projects of Social Interest - PIPS, instituted by Law No. 10,735, of September 11, 2003.

ON DEFINITIONS
Art. 2 For the purposes of this Instruction, consider:
I - PROJECTS: those projects and/or programs approved by the Federal Government, aimed at the creation and implementation of housing nuclei that make housing accessible to population segments of various family incomes, through the construction of housing nuclei provided with basic public services, commerce, and services; II – PUBLIC POWER: legal entity of public law (Union, States, Municipalities, and Federal District), its autarchies, foundations, public companies, and mixed-economy societies; III – COMPANY: company that, possibly assuming any of the corporate forms provided for in Law, is responsible for the execution of PROJECTS, as well as for the rendering of accounts regarding the use of resources originating from the FIDC, in whose name the project approval is published in the Official Gazette of the Union, in accordance with the regulation of the Ministry of Finance; IV – CREDIT RIGHTS: the rights and titles representing these rights, originating from operations carried out within the scope of the PROJECTS; V – ASSIGNMENT OF CREDIT RIGHTS: the transfer by the original creditor of its credit rights to the FIDC-PIPS, keeping unchanged the remaining elements of the obligational relationship;

VI – CREDIT RIGHTS INVESTMENT FUNDS – FIDC-PIPS: a commingling of resources, constituted in the form of a closed-end condominium, without legal personality, intended for application in credit rights originating from PROJECTS; VII – CLOSED FUND: the condominium whose quotas are only redeemed at the end of the fund's duration term or due to its liquidation, admitting, furthermore, the amortization of quotas by provision of the regulations or by decision of the general assembly of quota holders; VIII – ASSIGNOR: that which carries out the assignment of credit rights to the FIDC; IX – CUSTODIAN: is the legal entity registered with the CVM for the exercise of the activity of provider of fungible custody service; X – AMORTIZATION: is the payment to the fund's quota holders of a portion of the value of their quotas, without reducing their number, which must be made in accordance with what is provided in the fund's regulations and corresponds to the values received by the FIDC from borrowers; and XI – ADMINISTRATOR: institution duly registered with the CVM for the professional exercise of portfolio administration. Sole paragraph. The projects referred to in item I above must have the participation of public power, respecting the norms and specific regulation of this Instruction.

ON GENERAL CHARACTERISTICS AND CONSTITUTION
On General Characteristics
Art. 3 The funds regulated by this Instruction will have the following characteristics:
I – they will be constituted in the form of a closed-end condominium; II – their quotas will be mandatorily registered for trading in the secondary market in Stock Exchanges or an organized over-the-counter entity;

• Item revoked by CVM Instruction No. 498, of June 13, 2011.
  III – their quotas will be classified by a risk rating agency operating in the Country; and IV – their quotas will have a minimum unit value of R$3,000.00 (three thousand reais).
  IV – they may only receive applications, as well as have quotas traded in the secondary market, when the subscriber or acquirer of the quotas is a qualified investor, as defined in specific regulation.
• Item IV with wording given by CVM Instruction No. 554, of December 17, 2014.

Art. 4 The denomination of the FIDC-PIPS must contain the expression "Credit Rights Investment Fund – PIPS” and its investment object, not admitting that, to the name of the FIDC-PIPS, other names or expressions are added that induce an improper interpretation regarding its objectives, its investment policy, or other characteristics of the fund.

Art. 5 The fund is governed by the norms in force and by the provisions contained in its regulations prepared in conformity with this Instruction, and must disclose its main characteristics to the public through a prospectus prepared in conformity with this Instruction.

Art. 6 The rates, expenses, and deadlines adopted by the FIDC-PIPS must be identical for all quota holders.

Art. 7 The Fund must have a determined duration term, in the manner established by its regulations.

On the Constitution and Operation of Funds
Art. 8 The constitution of the fund must be deliberated by its administrator who, in the same act, must also approve the full text of its regulations.

Art. 9 The operation of the FIDC-PIPS depends on prior registration with the CVM.

Art. 10. The registration request will be accompanied by the following documents:
I – act of constitution and the full text of its regulations, in 3 (three) copies, duly initialed and signed, accompanied by a certificate proving its registration in the deeds and documents registry; I – act of constitution and the full text of its regulations, in 3 (three) copies, duly initialed and signed;

• Item I with wording given by CVM Instruction No. 615, of October 02, 2019.
  II – two copies of the prospectus;
  III – dissemination material to be used in the distribution of fund quotas; IV – name of the independent auditor, custodian, and risk rating agency contracted by the fund administrator; V – the designation of a director or managing partner of the administering institution, in accordance with current regulation, to respond, civilly and criminally, for the management, supervision, and monitoring of the fund, as well as for the provision of information related thereto; VI – declaration signed by the director or managing partner, designated under the terms of the previous item, stating that:
  a) he is aware of his obligations towards the fund; b) he is responsible for the movement of credit rights; and c) he is responsible, in accordance with current legislation, including towards third parties, for negligence, imprudence, or incompetence in the administration of the fund, subjecting himself, furthermore, to the application of the penalties provided for in Art. 11 of Law No. 6,385, of December 7, 1976.

VII – declaration signed by the fund administrator stating that it commits to follow the norms of this Instruction and that the regulations of said fund are in conformity with current legislation, in accordance with Annex I of this Instruction; VIII - declaration, from the fund administrator, that the distribution contract with an institution integrated into the distribution system was signed, when applicable; IX- information regarding the maximum and minimum number of quotas to be distributed, the issuance value, and other relevant information about the distribution; X - draft of the announcement of the start of distribution to be published in a widely circulated newspaper, prior to the distribution of quotas; XI - draft of the announcement of the end of distribution, to be published in a widely circulated newspaper, after the closure of the quota distribution; XII - any additional information that may be made available to potential investors; XIII – proof of payment of the registration fee referred to in Law No. 7,940, of December 20, 1989; §1 o Prior to the start of quota distribution, the constitution document and the fund regulations must be registered in the deeds and documents registry. § 1º REVOKED

• §1 o revoked by CVM Instruction No. 615, of October 02, 2019.
  §2 o The indicated director or managing partner, without prejudice to compliance with the determinations established in current regulation, must prepare quarterly statements evidencing that the operations practiced by the fund are in consonance with the investment policy provided for in its regulations and with the composition and diversification limits applicable to it. §3 o The statements referred to in the previous paragraph must be sent to the CVM and to the independent auditor, and remain available to the fund's quota holders. §4 o For the purposes of the provision of § 2 o of this article, the calendar of the civil year must be considered.

Art. 11. The registration will become automatically effective if the request is not denied, within 30 (thirty) days after its presentation to the CVM, via protocol, with the required documents and information. §1 o The 30 (thirty) day period may be interrupted only once, if the CVM requests additional documents and information about the fund from the administering institution, by letter. §2 o To meet any eventual requirements, a period not exceeding 60 (sixty) days will be granted, counted from the receipt of the respective correspondence. §3 o In the event that the CVM's requirements are met after 15 (fifteen) days have elapsed since the registration request, a new period of 30 (thirty) days will begin to run, counted from the date of compliance with the requirements.

Art. 12. The approval of the registration will be communicated to the administering institution, by letter, where the main characteristics of the registered distribution will appear.

Art. 13. The registration may be denied when the administrator does not comply with any eventual requirements.

Art. 14. The receipt of reservations for subscription of quotas is admissible, provided that:
I - the registration of the distribution has been requested; and II - there is a preliminary prospectus available to investors.
Sole paragraph. Reservations can only be confirmed after compliance with the conditions established in Art. 10.

Art. 15. The institution integrated into the distribution system responsible for placing the fund's quotas may require that reservations be made via cash deposit.

Art. 16. The CVM may determine the liquidation of the fund, when the total amount of quotas representing its initial patrimony is not subscribed, within a period of 180 (one hundred and eighty) days, counted from the protocol at the CVM of the documents referred to in Art. 10.

Art. 17. The administrator must send to the CVM, within a period of 10 (ten) days from the date of the first installment of fund quotas, the following information:
I – registration number of the fund in the National Registry of Legal Entities - CNPJ; and II – the date of the first installment of FIDC-PIPS quotas.

ON QUOTAS
Art. 18. The fund's quotas must be book-entry and kept in a deposit account in the name of their holders, corresponding to ideal fractions of its net asset value.
§ 1º FIDC-PIPS quotas can only be traded in regulated markets:
I - when publicly distributed through an offer registered with the CVM; I – when publicly distributed through an offer registered with the CVM; or

• Item I with wording given by CVM Resolution No. 162 of July 13, 2022.
  II - when distributed with restricted efforts, observing the restrictions of the specific norm; or II - REVOKED
• Item II revoked by CVM Resolution No. 162 of July 13, 2022.
  III - when the quotas are already admitted to trading in regulated markets.
  § 2º Quotas issued by FIDC-PIPS that do not fall under the hypotheses of items I to III of § 1º may also be traded in regulated markets, provided they are previously submitted to trading registration, upon presentation of a prospectus, in accordance with applicable regulation.
• §§ 1º and 2º included by CVM Instruction No. 498, of June 13, 2011.

Art. 19. The fund's quotas can only be placed by an institution integrated into the securities distribution system, and their distribution by bank correspondents is prohibited.

Art. 20. The fund's quotas must have their value calculated at least on the occasion of monthly and annual financial statements, through the use of a methodology for calculating the value of credit rights and other financial assets comprising the respective portfolio, established in the fund's regulations, according to consistent and verifiable criteria, supported by external and internal information that takes into account aspects related to the debtor, its guarantors, and the characteristics of the corresponding operation, adopting the market value, when available. Sole paragraph. In the occurrence of a relevant act or fact that impacts the value of the quotas, the administrator must immediately arrange for the recalculation of their value.

Art. 21. The installment and amortization of fund quotas can be effected by check, payment order, debit and credit in checking account, credit order document, or other mechanism of resource transfer authorized by the Central Bank of Brazil – BACEN.

Art. 22. For the calculation of the number of quotas to which the investor is entitled, the rates or expenses agreed upon in the fund's regulations must be deducted from the value delivered to the administering institution.

Art. 23. The amortization of quotas must be effected within the period set forth in the fund's regulations.

Art. 24. The fund's regulations must provide for the procedures adopted regarding the amortization of quotas.

Art. 25. The status of quota holder is characterized by the subscription of FIDC-PIPS quotas.
Sole paragraph. In the case of quotas deposited in Clearing and Custody Chambers, it is admitted that the record of ownership be maintained by that entity, in the manner applicable to shares issued by open companies.

Art. 26. The ownership of FIDC-PIPS quotas confers upon quota holders equal rights, including regarding deadlines, rates, and expenses, with each quota being attributed the right to one vote at the Assemblies of quota holders.

Art. 27. Every quota holder, upon entering the FIDC-PIPS, must attest, through a subscription bulletin, that they received the prospectus and the FIDC-PIPS regulations and that they took note of the risks and their investment policy, as well as the organization form of the fund, which does not allow the redemption of quotas, except at the end of the fund's duration term or in the case of its liquidation. Sole paragraph. The administering institution must keep the subscription bulletin referred to in this article, duly signed by the investor, or an electronic system recognized by systems audit, which guarantees compliance with the provision of the caput, available to the CVM's inspection.

ON DISTRIBUTION OF QUOTAS
Art. 28. The announcement of the start of distribution of FIDC-PIPS quotas must contain:
I – name of the fund;
II – name and address of the fund administrator; III – name and address of the institutions responsible for distribution; IV – investment policy and main characteristics of the fund; V – risk classification, in accordance with Art. 3 o, item III, of this Instruction; VI – market where the fund's quotas are traded; VII – conditions for subscription and installment of quotas; VIII – date of the start of distribution; IX – clarification that more information and copies of the prospectus and regulations can be obtained at the institutions responsible for quota distribution or at the CVM; X – the reference of the protocol at the CVM of the documents referred to in Art. 10 of this Instruction; and XI – the words, in a prominent way: "The CVM does not guarantee the truthfulness of the information provided and, nor does it make a judgment on the quality of the fund, its administrator, or the quotas to be distributed".

Art. 29. The announcement of the end of quota distribution must contain:
I – name of the fund;
II – name and address of the fund administrator; III – name and address of the institutions responsible for distribution; IV – quantity and total value of distributed quotas; V – date of the end of distribution; and VI – the words, in a prominent way: "This announcement is of an exclusively informative nature, not constituting an offer to sell quotas".

Art. 30. The CVM may, at its discretion, and based on the characteristics of the distribution, dispense with the publication of distribution announcements.

Art. 31. The total subscription of FIDC-PIPS quotas must be closed within a maximum period of 180 (one hundred and eighty) days, counted from the date of the start of distribution, with its negotiation, alienation, assignment, or transfer to any title by subscribers to third parties being prohibited until the distribution is closed. §1 o If the minimum number of quotas provided for in the regulations is not fully subscribed within the period of 180 (one hundred and eighty) days, counted from the date of the start of distribution, the values obtained during the quota distribution must be immediately prorated among the subscribers, in proportion to the installed values, plus the net earnings accrued by the FIDC-PIPS applications. §2 o In the event that, during the quota distribution process, the administering institution decides to alter any of the previously disclosed conditions, the distribution must be suspended, obtaining the agreement of the subscribers regarding the new conditions and effecting the return of the installed value, in the manner of the previous paragraph, to subscribers who do not agree with the new conditions. §3 o After completing the procedure provided for in the previous paragraph, the necessary corrections must be made, including in the prospectus, publishing a new announcement of the start of distribution, in accordance with Art. 28 of this Instruction, prior to its restart.

Art. 32. The amounts received in the installment of quotas, during the process of FIDC-PIPS quota distribution, must be deposited in a checking account of a financial institution, in the name of the FIDC-PIPS, with their immediate application in titles issued by the National Treasury, by the Central Bank of Brazil, or still committed operations backed by these public titles, mandatory until the qualification of its portfolio, in the manner provided in Art. 57 of this Instruction. Sole paragraph. The fund's administering institution must send monthly to the CVM, during the distribution period, within a maximum period of 15 (fifteen) days, counted from the end of the month, a statement of the portfolio applications.

Art. 33. The administering institution must immediately inform the CVM of the date of the end of quota distribution.

ON THE PROSPECTUS
Art. 34. The investor, upon entering as a co-owner of the fund, must receive a prospectus containing all relevant information for the investor regarding the investment policy of the FIDC-PIPS and the risks involved, as well as regarding the main rights and responsibilities of quota holders and administrators. §1 o The prospectus must contain the duration term of the fund, the evaluation to be made by the administering institution of the quality of the real estate venture and its economic-financial viability. §2 o It is the responsibility of the administering institution to prove that the investor received the prospectus referred to in the caput. §3 o Placing the prospectus referred to in the caput at the disposal of the co-owner does not relieve the administering institution of providing for the co-owner's adherence to the fund's regulations. §4 o The prospectus must be available, during the distribution period, in a sufficient number of copies, at the distribution locations. §5 o If there is a procedure for reservation of quota subscriptions before the approval of the fund's registration, it must appear on the cover of the prospectus made available to the public that it is a preliminary prospectus subject to CVM analysis.

ON THE REGULATIONS
On Mandatory Provisions of the Regulations
Art. 35. The FIDC-PIPS regulations must provide, at minimum, the following:
I – qualification of the fund's administering institution; II – administration rate or criterion for its fixing; III – other rates and expenses; IV – investment policy, discriminating even the eligibility criteria of credit rights; V – conditions for issuance and amortization of quotas; VI – duration term of the fund and conditions for its eventual alteration; VII – forms of disclosure of information to quota holders that provide, at minimum, the sending of correspondence to quota holders, or message sent electronically; VIII – information on:
a) the nature of the credit rights to be acquired and the legal instruments, contracts, or other documents representing the credit; b) description of the origin processes of the credit rights and the granting policies of the corresponding credits; and c) description of the mechanisms and procedures for collecting credit rights, including delinquent ones, collection and payment/proration of these expenses among fund members, if so determined by the fund's regulations. IX – when applicable, reference to the contracting of third parties, with the identification and qualification of the contracted legal entity, to provide the following services:
a) management of the fund's portfolio; b) specialized consulting; and c) custody.
X – possibility of appointment of a quota holder representative, in accordance with Art. 43 of this Instruction; XI – methodology for evaluating the fund's assets.
XII – the procedures to be adopted in the event of downgrade of classification provided for in item III of Art. 3 o of this Instruction;

INSTRUCTION CVM NO. 399, OF NOVEMBER 21, 2003.

XIII – early liquidation events of the fund, ensuring, in the case of an assembly decision not to liquidate the fund, the redemption of shares, at their value, by dissenting unitholders who request it.

§1st
The definition of the investment policy must specify:
a) the general characteristics of the fund's operation, among which are the requirements for portfolio composition and diversification, credit and market risks, and other involved risks; b) the possibility of carrying out applications that put the fund's assets at risk; c) the possibility of carrying out operations in which the administering institution acts in the capacity of counterparty to the fund; and d) that investments in the fund do not have the guarantee of the administering institution or the Credit Guarantee Fund – FGC.

§2nd
The CVM may determine changes to the fund's regulations if there are clauses inconsistent with the provisions of this Instruction.

On Amendment of the Regulations
Art. 36. The amendment of the FIDC-PIPS regulations depends on the approval of the general meeting of unitholders, convened specifically for this purpose, by correspondence, including electronic message, which must expressly contain the amendments to be proposed.

Art. 37. The administrator must forward to the CVM, within a maximum period of 15 (fifteen) days after the holding of the assembly, 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 regulations, consolidating the changes made, duly registered in a deeds and documents registry office. III – copy of the regulations, consolidating the changes made.

• Item III with wording given by CVM Instruction No. 615, of October 2, 2019.

ON THE GENERAL ASSEMBLY
On Competence
Art. 38. It is the exclusive competence of the general meeting of unitholders:
I – annually, until April 30 of each year, to approve the fund's accounts and deliberate on its financial statements; II – amend the fund's regulations;

INSTRUCTION CVM NO. 399, OF NOVEMBER 21, 2003.
III – deliberate on the replacement of the administering institution; IV – deliberate on the increase of the administration fee charged by the administering institution, including in the event of restoration of a fee that was subject to reduction; and V – deliberate on the liquidation of the fund.

§1st
The FIDC-PIPS regulations, as a result of legal or regulatory norms or determination by the CVM, may be amended without the need for a general assembly, in which case the fact must be disclosed to unitholders within a maximum period of thirty days.

§2nd
The provisions of the preceding paragraph apply in the case of updating the registration data of the administering institution of the FIDC-PIPS.

On Convocation
Art. 39. The convocation of the general assembly must be made via correspondence or by message sent electronically to each unitholder, which must include the date, time, and location of the assembly and the matters to be addressed.

§1st
The convocation of the general assembly must be made at least 10 (ten) days in advance, counting the period from the date of sending the correspondence to unitholders or the message sent to each unitholder electronically.

§2nd
If the general assembly does not take place, new correspondence must be sent to unitholders or notice sent to each unitholder electronically, with a minimum advance notice of 5 (five) days.

§3rd
For the purposes of the preceding paragraph, it is admitted that the second convocation of the general assembly may be provided together with the first convocation letter.

§4th
Unless there is a force majeure reason, the general assembly must take place in the location where the administering institution has its headquarters; when held elsewhere, the letters addressed to unitholders or the notice sent to each unitholder electronically must clearly indicate the place of the meeting, which in no case can take place outside the city where the administering institution has its headquarters.

§5th
Regardless of the formalities provided in this article, the general assembly shall be considered regular if all unitholders attend.

Art. 40. In addition to the convocation provided for in the previous article, the general assembly may be convened at any time by the administering institution or by a unitholder or group of unitholders holding at least 5% (five percent) of the total issued shares. Sole Paragraph. When the holding of the general assembly is motivated by the initiative of unitholder(s), the administering institution must carry out the convocation within 30 (thirty) days, at the expense(s) of the requester(s), unless the general assembly so convened deliberates otherwise.

On Process and Deliberation

INSTRUCTION CVM NO. 399, OF NOVEMBER 21, 2003.
Art. 41. At the general assembly, to be installed with the presence of at least one unitholder, or their legal representative, decisions must be taken by the criterion of majority of shares of unitholders present, with one vote assigned to each share.

§1st
Deliberations regarding the matters provided for in Art. 38 of this Instruction will be taken in first convocation by the majority of issued shares and, in second convocation, by the majority of shares of those present, except for the matters provided for in items III to V which can only be deliberated by the majority of issued shares.

§2nd
Only unitholders of the fund, their legal representatives, or attorneys legally constituted for less than one year may vote at the general assembly.

§3rd
The administering institution, natural or legal persons that make up the same group of companies to which it belongs, and their respective directors and employees do not have the right to vote at the general assembly, except when it concerns a fund intended exclusively for the latter.

Art. 42. Decisions of the general assembly must be disclosed to unitholders within a maximum period of 30 (thirty) days of their holding.
Sole Paragraph. The disclosure referred to in the caput must be provided via correspondence addressed to each unitholder or by message sent electronically.

On Election of Unitholder Representative
Art. 43. The general assembly may, at any time, appoint one or more representatives to perform functions of oversight and managerial control of the fund's investments, in defense of the rights and interests of unitholders. Sole Paragraph. Only a natural or legal person who meets the following requirements may exercise the functions of unitholder representative:
I – be a unitholder or professional specially hired to safeguard the interests of unitholders; II – not hold a position or function in the administering institution, its controlling entity, companies directly or indirectly controlled by it, and affiliates or other companies under common control; and III – not hold a position in a company ceding credit rights that are part of the fund's portfolio.

ON ADMINISTRATION
On General Provisions
Art. 44. The administration of the fund will be exercised by a financial institution authorized to operate by the Central Bank of Brazil, which holds registration with the CVM for the professional exercise of portfolio administration, pursuant to Art. 23 of Law No. 6,385, of December 7, 1976.

INSTRUCTION CVM NO. 399, OF NOVEMBER 21, 2003.

§1st
The aforementioned administering institution must indicate the director or managing partner responsible for the administration of the FIDC-PIPS before the CVM.

§2nd
Any registration change related to the fund's administrator must be communicated to the CVM within a period of 15 (fifteen) days, counted from its occurrence.

• §2nd revoked by CVM Instruction No. 510, of December 5, 2011.

On Obligations of the Fund Administrator
Art. 45. The administering institution, observing the limitations of this regulation, has powers to practice all acts necessary for the administration of the fund and to exercise rights inherent to the credit rights that integrate the fund's portfolio.

Art. 46. The obligations of the administering institution include:
I – ensure that, at its expense, updated and in perfect order, for a period of 5 (five) years after the liquidation of the FIDC-PIPS:
a) documentation related to accounting operations and the fund's assets; b) the register of unitholders; c) the book of minutes of general assemblies; d) the attendance book of unitholders; e) the prospectus referred to in Art. 34 of this Instruction; f) the quarterly statements referred to in item XIX of this article; g) the record of all accounting facts related to the fund; and h) the opinions of the independent auditor; II – receive any earnings or values from the fund directly or through a contracted institution; III – deliver to the unitholder, free of charge, a copy of the fund's regulations, as well as inform them of the administration fee charged; IV – disclose, at the periodicity provided for in the fund's regulations, in addition to keeping available at its headquarters and branches and at institutions that place shares of this fund, the net asset value of the fund, the share value, the accumulated monthly and calendar year returns they refer to, and the reports of the risk rating agencies contracted by the fund; V – bear the advertising expenses of the fund; VI – provide unitholders annually with a document containing information on earnings accrued during the calendar year and, based on data relative to the last day of December, on the number of shares owned and their respective value;

INSTRUCTION CVM NO. 399, OF NOVEMBER 21, 2003.
VII – without prejudice to the observance of procedures related to financial statements, provided for in this Instruction, keep separate analytical records with complete information on any and all types of transactions carried out between itself and the fund; VIII – exercise or ensure that all rights arising from the assets and activities of the FIDC-PIPS are exercised; IX – employ, in the defense of the unitholder's rights, the diligence required by the circumstances, practicing all acts necessary to ensure them, taking even the appropriate judicial measures; X – conduct its activities always seeking the best conditions for the FIDC-PIPS; XI – transfer to the FIDC-PIPS any benefit or advantage it may achieve as a result of its status as the administering institution of the FIDC-PIPS; XII – pay the penalty fine, in accordance with current legislation, per day of delay in fulfilling the deadlines provided for in this Instruction; XIII – prepare and disclose the information provided for in this Instruction; XIV – request admission to trading of FIDC-PIPS shares on a stock exchange or in an organized over-the-counter market; XV – maintain a customer service unit, responsible for clarifying doubts and receiving complaints; XVI – observe the provisions contained in the FIDC-PIPS regulations; XVII – comply with the resolutions of the general assembly; XVIII – disclose, at the periodicity provided for in the fund's regulations, in addition to keeping available at its headquarters and branches and at institutions that place shares of this fund, the net asset value of the fund, the share value, the accumulated monthly and calendar year returns they refer to, and the reports of the risk rating agencies contracted by the fund; XIX – provide, at least quarterly, the update of the risk classification of the fund or of the credit rights and other assets integrating the fund's portfolio; XX – keep available to the CVM a copy of the main pieces of the PIPS Project; XXI – in the event of the initiation of an administrative proceeding by the CVM, keep the documentation referred to in this article until its conclusion; and Sole Paragraph. The disclosure of the information provided for in item IV of this article may be provided through entities of classes of institutions of the National Financial System, provided it is carried out in widely circulated periodicals, observing the responsibility of the administrator designated under the terms of this Instruction for the regularity in providing this information.

Art. 47. It is prohibited for the administering institution, on behalf of the fund:
I – provide surety, guarantee, acceptance, or co-obligate in any other form in operations practiced by the fund;

INSTRUCTION CVM NO. 399, OF NOVEMBER 21, 2003.
II – use assets of its own issuance or co-obligation as collateral for operations practiced by the fund; III – make resource contributions to the fund, directly or indirectly, for any title, except in the case of acquisition of shares issued by this fund; IV – receive deposit in a checking account other than that owned by the FIDC-PIPS; V – promise predetermined returns to unitholders; VI – sell shares on installment; VII – grant or contract loans, advance future rents to unitholders, or open credits in any modality; VIII – invest resources abroad; IX – invest resources in the acquisition of shares of the FIDC-PIPS itself; X – encumber, in any form, the assets of the fund; XI – invest in futures or options markets; XII – acquire real estate. XIII – carry out operations and trade with financial assets or investment modalities not provided for in this regulation; XIV – pay or reimburse fines imposed due to non-compliance with norms provided for in this regulation; XV – make, in its advertising or in other documents presented to investors, promises of withdrawals or returns, based on its own performance, third-party performance, or of financial assets or investment modalities available within the scope of the financial market; XVI – obtain or grant loans, admitting the constitution of credits; and XVII – lease, lend, pledge, or mortgage the rights and other assets integrating the fund's portfolio.

§1st
The prohibitions referred to in items I to III of this article cover the own resources of natural and legal persons controlling the administering institution, companies directly or indirectly controlled by them, and affiliates or other companies under common control, as well as the assets integrating their respective portfolios and those of their issuance or co-obligation.

§2nd
Excluded from the provisions of the preceding paragraph are titles issued by the National Treasury, titles issued by the Central Bank of Brazil – BACEN, and securitized credits by the National Treasury, as well as state public titles, integrated into the fund's portfolio.

Art. 48. Once the PROJECT is presented by the public body to the fund administrator, the latter must carry out a careful and rigid risk analysis of it, which may use its experience in the housing area or hire third parties with recognized technical capacity for this evaluation. Sole Paragraph. The documents proving the quality and economic-financial viability of the PROJECTS will be available to any interested party who requests them from the administrator.

On Replacement of the Administrator
Art. 49 The administering institution of the FIDC-PIPS must be replaced in the following cases:
I - resignation;
II - decertification for the exercise of portfolio administration activity, by decision of the CVM; III - dismissal, by resolution of the general assembly; or IV – extrajudicial liquidation of the administering institution.

Art. 50. In the cases of resignation, decertification by the CVM, or dismissal by the general assembly, the administering institution will be obliged to immediately convene the general assembly, to elect its successor or deliberate on the liquidation of the FIDC-PIPS.

§1st
It is optional for the representative of unitholders, or unitholders holding at least 5% (five percent) of the issued shares, in any case, to convene the general assembly, if the administering institution does not do so within a period of 15 (fifteen) days, counted from the event.

§2nd
The administering institution to be replaced, in the case provided for in the caput, remains responsible for the administration of the FIDC-PIPS until the General Assembly decides on its replacement or on the liquidation of the FIDC-PIPS.

§3rd
In the case of dismissal by the general assembly, the administering institution must immediately communicate such fact to the CVM.

Art. 51. The administrator may only resign from its functions if, with prior notice of 180 (one hundred and eighty days), it communicates its intention, by means of a letter with receipt acknowledgment addressed to each unitholder or by message sent to each unitholder electronically.

Art. 52. The CVM may, at any time, decertify the administering institution that fails to comply with current legal or regulatory norms.
Sole Paragraph. The act of decertification must obey due process of law.

Art. 53. In the case of extrajudicial liquidation of the administering institution, it will be up to the liquidator appointed by the BACEN to convene the general assembly, within a period of 30 (thirty) business days, counted from the date of publication, in the Official Gazette of the Union, of the act decreeing the extrajudicial liquidation, in order to deliberate on the election of a new administering institution or on the liquidation of the FIDC-PIPS.

Art. 54. In the cases of replacement of the administering institution and liquidation of the fund, the norms in force regarding civil or criminal liability of administrators, directors, and managers of financial institutions apply, to the extent applicable, regardless of those governing the civil liability of the administering institution itself.

ON CONTRACTING OF SERVICES
Art. 55. The administering institution may, without prejudice to its responsibility and the director or managing partner designated, upon resolution of the general meeting of unitholders or since it is provided for in the fund's regulations, contract services of:
I – specialized consulting, aiming at the analysis and selection of credit rights and other assets to integrate the fund's portfolio; II – management of the fund's portfolio with a person accredited as a securities portfolio administrator by the CVM; III – custody.

§1st
The management powers referred to in item II of this article can only be delegated to legal entities domiciled or headquartered in the Country, whether or not part of the National Financial System.

§2nd
If the fund administrator is not accredited with the CVM to provide the custody service, it must hire an institution accredited for this activity.

§3rd
Any registration change related to the portfolio manager of the fund must be communicated to the CVM within a period of 15 (fifteen) days, counted from its occurrence.

• §3rd revoked by CVM Instruction No. 510, of December 5, 2011.

ON THE CUSTODIAN
Art. 56. The custodian is responsible for the following activities:
I – receive and analyze documentation that evidences the backing of credit rights; II – validate credit rights in relation to eligibility criteria established in the fund's regulations; III – carry out the physical and financial settlement of credit rights, evidenced by the instrument of assignment of rights and documents proving the operation; IV – perform custody, administration, collection, and/or safekeeping of documentation related to credit rights and other assets integrating the fund's portfolio; V – ensure that, at its expense, updated and in perfect order, the documentation of credit rights is maintained, with a pre-established methodology and freely accessible for independent audit, risk rating agency contracted by the fund, and regulatory bodies; and VI – collect and receive, on behalf and order of its clients, payments, redemption of titles, or any other income related to the custodied titles, depositing the received values in the deposit accounts of the same.

ON THE PORTFOLIO OF THE FIDC-PIPS
Art. 57. Within 30 (thirty) days after the total subscription of shares, at least 95% (ninety-five percent) of the resources applied in the FIDC-PIPS must be directed towards the acquisition of receivables originating from the Projects, observed, regarding each type of destination, the minimum percentages to be established in its regulations, the CVM being able, at its exclusive discretion, to extend this period, provided the administrator presents reasons justifying the extension.

§1st
The portion of the FIDC-PIPS assets not committed to the applications referred to in the caput of this article will consist of titles issued by the National Treasury, or by the Central Bank of Brazil – BACEN, or by repo operations backed by these federal public titles, respecting the limit of 5% (five percent).

§2nd
For the purposes of the provision of § 1st of this article, the operations must be registered in systems of registration and financial settlement of assets authorized by the Central Bank of Brazil or by the Securities and Exchange Commission.

§3rd
Credit rights and other assets integrating the fund's portfolio must be custodied, as well as registered and/or kept in deposit accounts directly in the name of the fund, in specific accounts opened in the Special Settlement and Custody System - Selic, in systems of registration and financial settlement of assets authorized by the Central Bank of Brazil, or in institutions or entities authorized to provide these services by said Autarchy or by the CVM.

§4th
The percentages referred to in this article must be met monthly, based on the fund's net asset value of the last business day of the month.

Art. 58. The credit rights to be acquired by the fund must possess the following characteristics:
I – the receivables must originate from financings carried out through fiduciary alienation of real property, in accordance with Law No. 9,514/97, which instituted the Real Estate Financial System; II – the payment of the receivable must be made, whenever possible, through payroll discount of the borrower, in order to reduce the risk of default.

§1st
Substitution of the receivable is admitted in accordance with what the fund's regulations provide.

§2nd
The fund administrator must prove the existence of demand for the residential properties to be acquired by borrowers of at least 150% (one hundred and fifty percent) of the units offered and maintain a register of unsatisfied interested parties, in order to enable rapid substitution of a potentially delinquent borrower.

ON FINANCIAL STATEMENTS
Art. 59. The fund must have its own accounting bookkeeping.

Art. 60. The social term of the fund lasts one year and the closing date of each term will occur on December 31 of each year.

CVM INSTRUCTION NO. 399, OF NOVEMBER 21, 2003.

Art. 61. The annual financial statements of the fund shall be subject to the accounting standards issued by the CVM and shall be audited by an independent auditor registered with the CVM.

Sole paragraph. While the CVM has not issued the standards referred to in the caput, the provisions of the Accounting Plan of the Institutions of the National Financial System - COSIF, issued by the Central Bank of Brazil, shall apply to the fund.

ON THE PROVISION OF INFORMATION TO THE CVM

Art. 62. The administrative institution must provide the CVM with the following information regarding the fund, monthly, by the 10th business day following the closing of the previous month, based on the last business day of that month:

I – balance of investments;
II – net asset value;
III – share value and quantity in circulation; IV – total values of fundraising and amortizations during the month, considering the values actually received and withdrawn; and V – the behavior of the credit rights portfolio, including data on expected and realized performance;

§1st The CVM will specify the form and conditions for providing the information provided for in items I to V of this article, and may, in addition, request new information from the funds.

§2nd Any corrections to the information provided for in this article must be communicated to the CVM by the first business day following the date of the respective occurrence.

ON PUBLICITY AND SUBMISSION OF DOCUMENTS

Art. 63. The administrative institution is obliged to disclose widely and immediately any act or relevant fact regarding the fund, in order to guarantee all shareholders access to information that may, directly or indirectly, influence their decisions regarding their continued participation in the fund, if applicable.

§1st Without prejudice to other occurrences related to the fund, a change in the risk classification of the fund or of the credit rights and other assets comprising its portfolio is considered a relevant fact.

§2nd The disclosure of the information provided for in this article must be made by means of correspondence or electronic message sent to shareholders and kept available to shareholders at the headquarters and branches of the administrative institution and at the institutions that place shares of the fund.

Art. 64. The administrative institution must, within a maximum period of ten days after the closing of each month, make available to shareholders, at its headquarters and premises, information on:

CVM INSTRUCTION NO. 399, OF NOVEMBER 21, 2003.

I – the number of shares owned by each person and their respective value; II – the profitability of the fund, based on data relating to the last day of the month; and III – the behavior of the credit rights portfolio and other assets of the fund, including data on expected and realized performance.

Art. 65. The administrative institution must make the fund's financial statements available to any interested shareholder who requests them, observing the following maximum deadlines:

I – 20 (twenty) days after the closing of the period to which they refer, in the case of monthly financial statements; II – 60 (sixty) days after the closing of each fiscal year, in the case of annual financial statements.

Sole paragraph. The administrator must send to the CVM, through the Document Submission System available on the Commission's website on the worldwide computer network, the information provided for in items I and II, according to models available on said website, observing the same deadlines. (NR)

• Sole paragraph added by CVM Instruction No. 435, of July 5, 2006.

Art. 66. The information provided or any promotional material of the fund must not be inconsistent with the fund's regulations and prospectus filed with the CVM.

Sole paragraph. If the advertising text contains inaccuracies or improprieties that may induce the investor to valuation errors, the CVM may require that corrections and clarifications be disseminated, with equal prominence, through the medium used to disseminate the original advertising text, and must expressly state that the information is being republished by order of the CVM.

Art. 67. Any information, disseminated by any means, in which reference is made to the profitability of the fund, must necessarily:

I – mention the date of the start of its operation; II – refer, at minimum, to a period of 1 (one) calendar month, with the dissemination of profitability calculated in periods less than this being prohibited; III – cover, at minimum, the last three years or the period since its constitution, if more recent; IV – be accompanied by the value of the arithmetic mean of its net asset value calculated on the last business day of each month, for the last three years or since its constitution, if more recent; V – must present, in all promotional material, the grade conferred by the risk classification company to the fund, as well as the indication of how to obtain more information about the assessment performed.

Art. 68. In the case of comparative dissemination of the fund with other funds, the dates, periods, source of the information used, criteria adopted, and all else that is relevant for adequate assessment must be informed in the same material.

CVM INSTRUCTION NO. 399, OF NOVEMBER 21, 2003.

Art. 69. Whenever the promotional material presents information referring to profitability occurred in previous periods, a warning must be included, with prominence, that:

I – the profitability obtained in the past does not represent a guarantee of future results; and II – investments in funds are not guaranteed by the administrator or by the Credit Guarantee Fund – FGC.

Art. 69-A. The administrator must send simultaneously to the CVM copies of any communications regarding the fund disseminated to shareholders or third parties. (NR)

• Article added by CVM Instruction No. 435, of July 5, 2006.

GENERAL PROVISIONS

Art. 70. The quality of shareholder is characterized by the opening of a deposit account in the name of the shareholder.

Art. 71. It is indispensable, upon the entry of the shareholder into the fund, their adherence to the terms of the respective regulations, with the administrative institution bearing the responsibilities of defining the form and ensuring that such adherence is effected.

Art. 72. The expenses of the fund, in addition to the management fee provided for in the regulations, include:

I – taxes, federal, state, or municipal contributions that fall or may fall upon the assets, rights, and obligations of the fund; II – expenses with printing, mailing, and publication of reports, forms, and periodic information, provided for in the fund's regulations or in pertinent regulation; III – expenses with correspondence of interest to the fund, including communications to shareholders; IV – fees and expenses of the auditor responsible for the review of the financial statements and accounts of the fund and for the analysis of its situation and the performance of the administrative institution; V – emoluments and commissions paid on the operations of the fund; VI – attorneys' fees, costs, and related expenses made in defense of the fund's interests, in court or out of court, including the value of the condemnation, if the fund is to be defeated; VII – any expenses inherent to the constitution or liquidation of the fund or to the holding of a general meeting of shareholders; VIII – custody fees for the fund's assets; IX – the 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; X – expenses with the professional especially hired to safeguard the interests of the shareholders; XI – expenses with the hiring of a risk classification agency; and

CVM INSTRUCTION NO. 399, OF NOVEMBER 21, 2003.

XII - expenses with registration and annotation of documents in notary offices.

§1st Any expenses not provided for in this article as expenses of the fund, including those related to prospectuses, must be borne by the administrative institution.

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

Art. 73. Within a maximum period of 10 (ten) days counted from their occurrence, the documents corresponding to the following acts regarding the fund must be filed with the CVM by the administrative institution:

I – amendment of regulations;
II – replacement of the administrative institution; III – liquidation.

Art. 74. In the event of non-compliance with the standards established in this Instruction, the CVM may determine the convening of a general meeting of shareholders to decide on one of the following alternatives:

I – transfer of the administration of the fund to another institution; or II – liquidation of the fund.

Art. 75. Without prejudice to the responsibilities of the administrative institution and the director or managing partner designated, advisory councils may be constituted, at the initiative of the shareholders or the administrative institution itself, observing that said bodies cannot be remunerated at the expense of the fund.

Art. 76. For the purposes of this Instruction, electronic mail is considered a valid form of correspondence in communications between the administrative institution and the shareholders.

ON PENALTIES

Art. 77. It is considered a serious offense, for the purposes of the provisions of art. 11, § 3rd, of Law No. 6.385/76, the violation of the standards contained in arts. 9th; 19; 44; 46 to 48; 50; 59; 61; 63; 66 and 72, § 1st of this Instruction.

Art. 78. Non-compliance with the provisions of arts. 18; 20 to 23; 27; 39 to 42; 56 to 58; 64; 65; 67; 69 and 71 of this Instruction constitutes a hypothesis of objective nature offense, subject to a summary administrative process.

• Art. 78 revoked by CVM Instruction No. 545, of January 29, 2014.

Art. 79. Without prejudice to the provisions of art. 11 of Law No. 6.385/76, the administrator shall pay a daily fine, in the amount of R$ 200.00 (two hundred reais), incident from the first business day following the end of the deadline, due to non-compliance with the deadlines provided for in this Instruction.

CVM INSTRUCTION NO. 399, OF NOVEMBER 21, 2003.

Art. 79. 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, without prejudice to the provisions of art. 11 of Law No. 6.385, of 1976.

• Art. 79 with wording given by CVM Instruction No. 609, of June 25, 2019.

Art. 80. The CVM may hold other directors, employees, and agents of the administrator or fund manager liable, if their responsibility for non-compliance with the provisions of this Instruction is established.

FINAL PROVISION

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

Original signed by
NORMA JONSSEN PARENTE
Acting President

ANNEX I
DECLARATION

We declare, under penalty of the crime of ideological falsity, that the regulations of (include the name of the fund) are in conformity with current legislation.

We also declare that we assume the commitment to follow the standards of CVM Instruction No. 399/03 and adopt the necessary measures to meet the requirements that may be formulated by the CVM.

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Administrative Institution
(Name of the responsible administrator)