CVM Instruction No. 578 of August 30, 2016, as amended by CVM Instructions No. 589/17, 604/18, 609/19, and 615/19

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

CVM INSTRUCTION NO. 578, OF AUGUST 30, 2016, WITH AMENDMENTS INTRODUCED BY CVM INSTRUCTIONS NO. 589/17, 604/18, 609/19, AND 615/19.

Provides for the constitution, operation, and administration of Equity Investment Funds.

THE PRESIDENT OF THE SECURITY AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a meeting held on August 3, 2016, in view of the provisions of Articles 2, items V and IX, 8, item I, 19, § 5, and 23, § 2, of Law No. 6,385, of December 7, 1976, Law No. 10,973, of December 2, 2004, and Law No. 11,478, of May 29, 2007, APPROVED the following Instruction:

CHAPTER I - SCOPE AND PURPOSE

Art. 1. This Instruction provides for the constitution, administration, and operation of Equity Investment Funds (“FIP” or “fund”).

CHAPTER II - REGISTRATION, OPERATION, AND CLASSIFICATION

Section I – Registration

Art. 2. The operation of the fund depends on prior registration with the CVM, which will be automatically granted upon protocol at the CVM of the following documents and information:

I – constitution act and full text of its bylaws, prepared in accordance with the provisions of this Instruction, accompanied by a certificate proving its registration at the titles and documents registry office; I – constitution act and full text of its bylaws, prepared in accordance with the provisions of this Instruction;

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

II – declaration by the fund administrator that it has signed the contracts mentioned in Article 33, § 2, if applicable, and that these are available to the CVM;

III – name of the independent auditor;

IV – information regarding the maximum and minimum number of shares to be distributed, the issuance value, all costs incurred, and other relevant information regarding distribution;

V – disclosure material to be used in the distribution of fund shares, including prospectus, if any;

VI – any additional information that may be made available to potential investors; and

VII – the fund’s registration number in the National Registry of Legal Entities – CNPJ.

Sole Paragraph. While an informatized system for automatic registration grant and document reception is not available, the registration referred to in the main text will take effect 10 (ten) business days after the protocol of the request at the CVM.

Art. 3. The fund’s name must include the expression “Equity Investment Fund,” along with the reference to the fund’s classification as provided in Chapter III.

Sole Paragraph. The fund’s name may not include terms or expressions that induce undue interpretation regarding its objectives, its investment policy, its target audience, or the eventual specific tax treatment to which the fund or its shareholders are subject.

Section II – Operation

Art. 4. Only qualified investors, as defined in specific regulation, may invest in the fund.

Art. 5. The FIP, constituted in the form of a closed-end condominium, is a pooling of resources destined for the acquisition of shares, subscription bonuses, simple debentures, other securities convertible or exchangeable into shares issued by open or closed companies, as well as securities representing participation in limited liability companies, which must participate in the investee company’s decision-making process, with effective influence on the definition of its strategic policy and management.

§ 1. The fund may make advances for future capital increases in open or closed companies that compose its portfolio, provided that:

I – the fund holds an investment in the company’s shares at the time of making the said advance;

II – this possibility is expressly provided for in its bylaws, including the limit of subscribed capital that may be used to make advances;

III – any form of revocation of the advance by the fund is prohibited; and

IV – the advance is converted into a capital increase of the invested company within a maximum of 12 months.

§ 2. The fund’s investment in limited liability companies, as stated in the main text, must observe the provisions of Article 15, including regarding the limit of the investee’s annual gross revenue and the transitional provisions in case of exceeding this limit.

Art. 6. The fund’s participation in the investee company’s decision-making process may occur:

I – by holding shares that constitute the respective control block;

II – by signing a shareholders’ agreement; or

III – by signing any contract, agreement, legal transaction, or adopting another procedure that ensures the fund effective influence on the definition of its strategic policy and management, including through the indication of members of the board of directors.

Sole Paragraph. The fund’s participation in the investee company’s decision-making process is dispensed with when:

I – the fund’s investment in the company is reduced to less than half of the originally invested percentage and comes to represent a share lower than 15% of the investee’s share capital; or

II – the book value of the investment has been reduced to zero and there is a resolution by the shareholders assembled in a general meeting approved by the majority of subscribed shares present, if the bylaws do not stipulate a higher quorum.

Art. 7. The requirement of effective influence on the definition of the strategic policy and management of invested companies referred to in Article 5 does not apply to investments in invested companies listed in a special trading segment of securities, established by a stock exchange or by an organized over-the-counter market entity, aimed at the access market, which ensures, through contractual link, corporate governance standards stricter than those required by law, provided it corresponds to up to 35% (thirty-five percent) of the fund’s subscribed capital.

§ 1. The limit referred to in the main text will be 100% (one hundred percent) during the period of application of resources, established in up to 6 (six) months counted from each of the capital contribution events provided for in the investment commitment.

§ 2. If the fund exceeds the limit established in the main text for reasons beyond the manager’s will, at the end of the respective month and such non-compliance persists at the end of the following month, the administrator must:

I – immediately notify the CVM of the occurrence of passive non-compliance, with the appropriate justifications, as well as a forecast for re-compliance; and

II – notify the CVM of the portfolio’s re-compliance, at the time it occurs.

Art. 8. The closed companies referred to in Article 5 must follow the following governance practices:

I – prohibition of issuing beneficiary shares and no existence of these securities in circulation;

II – establishment of a unified term of up to 2 (two) years for the entire Board of Directors, when it exists;

III – availability to shareholders of contracts with related parties, shareholders’ agreements, and programs for the acquisition of shares or other securities issued by the company;

IV – adherence to an arbitration chamber for the resolution of corporate disputes;

V – in the case of obtaining registration as an open company category A, obligate itself, before the fund, to adhere to a special segment of a stock exchange or of an entity administering an organized over-the-counter market that ensures, at minimum, differentiated corporate governance practices provided for in the previous items; and

VI – annual audit of its financial statements by independent auditors registered with the CVM.

Art. 9. The bylaws of the Equity Investment Fund must provide for:

I – minimum initial equity established for the fund’s operation;

II – qualification of the administrator and, if applicable, the manager;

III – investment policy to be adopted by the fund, with indication of the assets that may compose its portfolio and explanation of possible risks of concentration and illiquidity of these assets, including the possibility of making advances for capital increases, as provided in Article 5, § 1;

IV – rules and criteria for fixing the term for applications from each capital contribution, observing the provisions of § 3;

V – rules and criteria regarding the return of capital or extension of this term, in case the investment is not realized within the established term, observing the provisions of Article 11, § 5;

VI – entry or exit fee to be paid by the shareholder, if any, and the criterion for its fixing;

VII – remuneration of the administrator and the manager and criterion for its fixing;

VIII – the maximum custody fee, expressed as an annual percentage of the fund’s net equity;

IX – information to be made available to shareholders, its periodicity and form of disclosure, including the content and periodicity of information provided in Article 40, III;

X – expenses and charges of the fund, observing the provisions of Article 45;

XI – possibilities of amortization and distribution of earnings, with the respective conditions;

XII – political and economic-financial rights of each class of shares, if applicable;

XIII – competence of the general shareholders’ meeting, criteria and requirements for its convocation and deliberation;

XIV – term of duration of the fund and conditions for possible extensions;

XV – indication of possible conflicts of interest existing at the time of the fund’s constitution;

XVI – the possibility of carrying out operations in which the administrator or manager acts in the capacity of counterparty to the fund, observing the provisions of Article 44.

XVII – decision-making process for the fund to carry out investment and divestment;

XVIII – existence, composition, and operation of advisory council, investment committee, technical committee, or other committee, if any, with indication of their respective functions;

XIX – rules for the substitution of the administrator and the manager, observing the provisions of Articles 41 and 42;

XX – treatment to be given to rights arising from the fund’s portfolio assets, included but not limited to earnings, dividends, and interest on equity, and form of distribution or reinvestment of these rights;

XXI – hypotheses for fund liquidation;

XXII – possibility of using assets and rights, including credits and securities, in the subscription and amortization of shares, as well as in the fund’s liquidation, with the establishment of detailed and specific criteria for the adoption of these procedures, observing the provisions of Article 20, §§ 5 to 7;

XXIII – possibility or not of future share issuances, shareholders’ right of preference to subscribe to new issuances, and, if applicable, authorization for the issuance of new shares at the discretion of the administrator or manager, independent of approval in a general meeting and amendment of the bylaws;

XXIV – date of closure of the social year; and

XXV – possibility for the general shareholders’ meeting to deliberate on the provision of surety, guarantee, acceptance, or any other form of joint obligation and real guarantees, in the name of the fund.

§ 1. The authorization for the issuance of shares at the discretion of the administrator mentioned in item XXIII of the main text must specify the maximum number of shares that may be issued or the total value to be issued.

§ 2. The fund is prohibited from carrying out operations with derivatives, except when such operations:

I – are carried out exclusively for asset protection purposes; or

II – involve call or put options on shares of the companies that make up the fund’s portfolio with the purpose of:

a) adjusting the acquisition price of the company with the consequent future increase or decrease in the quantity of invested shares; or

b) alienating these shares in the future as part of the divestment strategy.

§ 3. The maximum term referred to in item IV of the main text must not exceed the last business day of the 2nd month following the date of the first capital contribution by any of the shareholders within each capital call.

§ 4. In case of a public offering of shares registered with the CVM under specific regulation, the maximum term referred to in § 3 will be considered from the date of closure of the respective offering.

Art. 10. The FIP that obtains direct financial support from development agencies is authorized to borrow directly from development agencies, limited to the amount corresponding to 30% (thirty percent) of the fund’s assets.

§ 1. The exercise of the faculty provided for in the main text is only permitted after obtaining the formal commitment of financial support from development agencies, which implies the realization of investments or the granting of financing in favor of the fund.

§ 2. For the purposes of the provisions of the main text, development agencies are considered to be multilateral organizations, development agencies, or development banks that possess resources derived from contributions and fully paid quotas, predominantly with budgetary resources of a single or multiple governments, and whose control is governmental or multigovernmental.

Section III – Classification

Art. 11. The fund must maintain, at minimum, 90% (ninety percent) of its net equity invested in the assets provided for in Article 5.

§ 1. Except for FIPs referred to in Article 17, the investment in non-convertible debentures referred to in the main text of Article 5 is limited to a maximum of 33% of the total subscribed capital of the fund.

§ 2. The limit established in the main text is not applicable during the period of application of resources, established according to Article 9, IV, and § 3, of each of the capital contribution events provided for in the investment commitment.

§ 3. The administrator must immediately notify the CVM, after exceeding the term referred to in § 2, of the occurrence of non-compliance, with the appropriate justifications, informing also the portfolio’s re-compliance, at the time it occurs.

§ 4. For the purposes of verifying the compliance provided for in the main text, the following values must be added to the assets provided for in Article 5:

I – destined for the payment of fund expenses, provided they are limited to 5% (five percent) of the subscribed capital;

II – resulting from divestment operations:

a) in the period between the date of actual receipt of resources and the last business day of the 2nd month following such receipt, in cases where the resources are reinvested in assets provided for in Article 5;

b) in the period between the date of actual receipt of resources and the last business day of the month following such receipt, in cases where the resources are not reinvested in assets provided for in Article 5; or

c) while linked to guarantees given to the buyer of the divested asset.

III – to be received resulting from the installment sale of assets provided for in Article 5; and

IV – applied in public bonds with the objective of constituting a guarantee for project financing contracts with financial institutions.

§ 5. If the non-compliance with the limit established in the main text persists for a period longer than the application term of resources, established according to Article 9, IV, and § 3, the administrator must, within 10 (ten) business days counted from the end of the resource application term:

I – re-comply with the portfolio; or

II – return the values that exceed the established limit to the shareholders who made the last capital contribution, without any earnings, in proportion to their contribution.

Art. 12. The FIP may invest up to 20% (twenty percent) of its subscribed capital in assets abroad, provided that such assets have the same economic nature as the assets referred to in Article 5.

§ 1. For the purposes of this Instruction, an asset abroad is considered when the issuer has:

I – headquarters abroad; or

II – headquarters in Brazil and assets located abroad that correspond to 50% (fifty percent) or more of those in its financial statements.

§ 2. For the purposes of this Instruction, an asset is not considered abroad when the issuer has headquarters abroad and assets located in Brazil that correspond to 90% (ninety percent) or more of those in its financial statements.

§ 3. For the purposes of §§ 1 and 2, individual, separate, or consolidated financial statements must be considered, prevailing that which best represents the economic essence of the business for the purposes of the said classification.

§ 4. The verification regarding the conditions provided for in §§ 1 and 2 must be carried out at the time of the fund’s investment in the issuer’s assets.

§ 5. The investments referred to in the main text may be carried out by the fund, indirectly, through other funds or investment companies abroad, independent of their form or legal nature.

§ 6. The fund’s participation in the decision-making process of the investee abroad, with effective influence on the definition of its strategic policy and management, must be ensured by the FIP manager in Brazil and may occur through the administrator or manager of the intermediary vehicle used for investment abroad.

§ 7. The minimum corporate governance requirements provided for in Article 8 must be fulfilled by investees abroad, with the necessary adaptations resulting from the regulation of the jurisdiction where the investment is located.

Art. 13. FIPs may invest in shares of other FIPs or in shares of Equity Funds – Access Market for the purpose of meeting the minimum limit of 90% referred to in the main text of Article 11.

§ 1. Investor FIPs are required to consolidate the applications of invested funds, including for the purpose of calculating portfolio concentration limits, except for applications in funds managed by third parties not linked to the administrator or manager of the investor FIP.

§ 2. Investment in shares of FIPs that invest, directly or indirectly, in the investor FIP is prohibited.

§ 3. Investment in shares of FIPs classified in the “Multi-strategy” category and that have the suffix “Investment Abroad” in their name must observe the limit referred to in the main text of Article 12, if the investor FIP does not meet the provisions of Article 18, § 2.

CHAPTER III – CLASSIFICATION OF FUNDS

Art. 14. FIPs must be classified in the following categories regarding the composition of their portfolios:

I – Seed Capital;

II – Emerging Companies;

III – Infrastructure (FIP-IE);

IV – Economic Production Intensive in Research, Development, and Innovation (FIP-R&D); and

V – Multi-strategy.

Sole Paragraph. Funds destined for application in companies whose main activity is innovation, as provided in Law No. 10,973, of 2004, must contain, in their name, the expression “Innovation.”

Section I – FIP – Seed Capital

Art. 15. The companies or limited liability companies invested by the FIP – Seed Capital:

I – must have an annual gross revenue of up to R$ 16,000,000.00 (sixteen million reais) calculated in the social year closed in the year prior to the fund’s first contribution, without having presented revenue higher than this limit in the last 3 (three) social years; and

II – are exempt from following the governance practices provided for in Article 8.

§ 1. In cases where, after the fund’s investment, the investee company’s annual gross revenue exceeds the limit referred to in item I, the investee must, within 2 (two) years counted from the date of closure of the social year in which it presents annual gross revenue higher than the said limit:

I – comply with the provisions of Article 8, items III, V, and VI, while its annual gross revenue does not exceed R$ 300,000,000.00 (three hundred million reais); or

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 578, OF AUGUST 30, 2016 12

II – fully comply with art. 8, if its revenue exceeds the amount referred to in item I.

§ 2 The annual gross revenue referred to in item I of the caput and in item I of § 1 must be calculated based on the consolidated financial statements of the issuer.

§ 3 The companies or limited liability companies referred to in the caput cannot be controlled, directly or indirectly, by a company or group of companies, de facto or de jure, that presents total assets superior to R$ 80,000,000.00 (eighty million reais) or annual gross revenue superior to R$ 100,000,000.00 (one hundred million reais) at the close of the social year immediately preceding the first contribution to the FIP.

§ 4 The provisions of § 3 do not apply when the company is controlled by another FIP, provided that the financial statements of this FIP are not consolidated in the financial statements of any of its unitholders, in which case the invested company will be subject to the rules contained in § 3.

§ 5 If the FIP – Seed Capital is not qualified as an investment entity, in accordance with specific accounting regulation, the companies invested by it must have their annual financial statements audited by independent auditors registered with the CVM, and the exemption provided for in art. 8, VI, as provided for in item II of the caput, does not apply.

Section II – FIP – Emerging Companies

Art. 16. The companies invested by the FIP – Emerging Companies:

I – must have an annual gross revenue of up to R$ 300,000,000.00 (three hundred million reais) calculated in the social year closed in a year prior to the first contribution of the fund, without having presented revenue superior to this limit in the last 3 (three) social years; and

II – are exempt from following the governance practices referred to in art. 8, items I, II and IV.

§ 1 In cases where, after the investment by the fund, the annual gross revenue of the invested company exceeds the limit referred to in item I of the caput, the fund's investee must comply with the governance practices referred to in art. 8 within a period of up to 2 (two) years, counted from the date of closing of the social year in which it presents annual gross revenue superior to the referred limit.

§ 2 The annual gross revenue referred to in item I of the caput must be calculated based on the consolidated financial statements of the issuer.

§ 3 The companies referred to in the caput cannot be controlled, directly or indirectly, by a company or group of companies, de facto or de jure, that presents total assets superior to R$ 240,000,000.00 (two hundred and forty million reais) or annual gross revenue superior to R$ 300,000,000.00 (three hundred million reais), at the close of the social year immediately preceding the first contribution to the FIP.

Section III – FIP- Infrastructure and FIP- Economic Production Intensive in Research, Development and Innovation

Art. 17. The FIP-IE and FIP-PD&I must maintain their net equity invested in shares, subscription bonuses, debentures, convertible or not into shares, or other securities issued by joint-stock companies, open or closed capital, provided they are permitted in accordance with art. 5, which develop, respectively, new infrastructure projects or economic production intensive in research, development and innovation in national territory, in the sectors of:

I – energy;

II – transport;

III – water and basic sanitation;

IV – irrigation; and

V – other areas considered priorities by the Federal Executive Power.

§ 1 For the purposes of the provisions of the caput, projects implemented after January 22, 2007 are considered new.

§ 2 The following are also considered new projects:

I – projects of economic production intensive in research, development and innovation implemented from the validity of Law No. 12.431, of June 27, 2011, by specific companies created for this purpose and that comply with the regulation of the Ministry of Science and Technology; and

II – expansions of existing projects, implemented or in the process of implementation, provided that the investments and results of the expansion are segregated through the constitution of a specific purpose company.

§ 3 The FIP-IE and FIP-PD&I have a period of 180 (one hundred and eighty) days after obtaining the registration of operation with the CVM to start their activities and to qualify for the minimum investment level established in art. 11, observed the provisions of the caput.

§ 4 The period provided for in § 3 also applies to the reversal of eventual disqualification resulting from the closure of a project in which the fund has invested.

§ 5 Each FIP-IE and FIP-PD&I must have, at least, 5 (five) unitholders, with each unitholder not being able to hold more than 40% (forty percent) of the quotas issued by the FIP-IE or by the FIP-PD&I or to earn income superior to 40% (forty percent) of the fund's income.

§ 6 The regulation and disclosure material of the FIP-IE and FIP-PD&I, including prospectus, if any, must highlight the tax benefits of the fund and unitholders, if applicable, and the conditions that must be observed for the maintenance of these benefits.

Section IV – FIP – Multi-strategy

Art. 18. The FIP – Multi-strategy is that which does not classify in the other categories by admitting investment in different types and sizes of invested companies.

§ 1 The FIP – Multi-strategy is entitled to the exemptions referred to in the:

I – art. 15, II, when investing in companies or limited liability companies that present annual gross revenue in accordance with art. 15, I, and provided that it fully observes the other provisions applicable to FIP – Seed Capital and provided for in art. 15; and

II – art. 16, II, when investing in companies that present annual gross revenue in accordance with the provisions of art. 16, I, and provided that it fully observes the other provisions applicable to FIP – Emerging Companies and provided for in art. 16.

§ 2 The FIP – Multi-strategy intended exclusively for professional investors may invest up to 100% of its subscribed capital in assets issued or traded abroad, provided that:

I – there is express provision in its regulation regarding the possibility of investment in assets abroad and the respective maximum percentage of subscribed capital that may be allocated;

II – its regulation is explicit regarding the exclusive participation of professional investors; and

III – it uses the suffix “Investment Abroad” in its name.

CHAPTER IV – QUOTAS

Section I – Subscription, payment, amortization and redemption

Art. 19. The quotas of the fund correspond to ideal fractions of its equity, are book-entry, registered, and confer equal rights and obligations to the unitholders.

§ 1 In the event that the fund's regulation prohibits the transfer or negotiation of quotas in secondary markets, the fund's quotas are exempt from book-entry registration, and their ownership is presumed by the registration of the unitholder's name in the "Register of Registered Quotas" or the deposit account for quotas opened in the name of the unitholder, maintained under the control of the administrator.

§ 2 The fund's regulation may attribute to one or more classes of quotas distinct economic-financial rights, exclusively regarding:

I – the setting of administration and management fees; and

II – the order of preference in the payment of income, amortizations or the liquidation balance of the fund.

§ 3 Funds intended exclusively for professional investors or those referred to in art. 10 may attribute to one or more classes of quotas distinct economic-financial rights beyond those provided for in § 2, items I and II.

§ 4 The issuance of quotas of the same class may be divided into series, with the specific purpose of establishing, for each series, different dates for payment and amortization and remuneration.

Art. 20. The subscription and payment of quotas must comply with the terms and conditions stipulated in the fund's regulation.

§ 1 The investment may be effected through an instrument by which the investor becomes obligated, under the penalties expressly provided therein, to pay the committed capital value as the fund administrator makes calls, according to deadlines, decision-making processes and other procedures established in the respective instrument.

§ 2 Within up to 10 (ten) business days counted from the payment of the quotas, the unitholder must receive a payment receipt regarding the respective payment, as provided for in the fund's regulation and the commitment term, which will be issued by the administrator or the institution responsible for the book-entry of the fund's quotas.

§ 3 Subscription may be carried out through a list or subscription form, from which must appear:

I – name and qualification of the subscriber;

II – number of quotas subscribed, total value to be paid by the subscriber and respective deadline; and

III – subscription price.

§ 4 Subscription may be made by means of a letter addressed to the administrator, observed the provisions of this article.

§ 5 The payment of fund quotas with the assets referred to in art. 5 is admitted.

§ 6 When the fund decides to apply its resources in companies that are in the process of judicial or extrajudicial recovery, or in financial restructuring, duly approved by the competent bodies of the company, the payment of quotas in goods or rights, including credits, is admitted, provided that such goods and rights are linked to the recovery or restructuring process of the invested company.

§ 7 The fair value of the assets subject to the payment of quotas must be backed by an appraisal report, which must be prepared by an independent specialized company when it comes to the situations provided for in § 6.

Art. 21. Redemption of fund quotas is not permitted, except in the cases of its liquidation, with amortization and distribution of income being permitted in accordance with the provisions of its regulation.

Section II – Distribution and negotiation

Art. 22. The public offering for distribution of FIP quotas depends on prior registration with the CVM, except in cases of exemption from registration provided for in specific regulation, and must be carried out by intermediary institutions that are part of the securities distribution system, or fiduciary administrators or resource managers acting in the distribution of their funds, in accordance with the provisions of specific regulation, respecting, furthermore, the provisions of this Section.

§ 1 For the purposes of this Instruction, the issuance of quotas intended for fund unitholders does not qualify as a public offering, provided that:

I – the quotas are not admitted to negotiation in organized markets; and

II – the quotas not placed with unitholders are automatically cancelled.

§ 2 The request for registration of a public offering for distribution must be accompanied by the documents and information referred to in art. 2°, items IV to VI, in addition to those required in accordance with specific regulation.

§ 3 For funds that have already had quotas distributed through a public offering registered with the CVM, the registration of subsequent public offering distributions of quotas will be analyzed within a period of 10 (ten) business days after the date of protocol at the CVM of the documents and information mentioned in § 2.

§ 4 The absence of manifestation by the CVM within the period mentioned in § 3 implies automatic approval of the registration request.

§ 5 The provisions of § 3 will not apply if relevant changes have occurred in the fund's investment policy since the last public offering of quota distribution registered with the CVM.

§ 6 A new distribution of quotas cannot begin before the previous distribution is fully subscribed or the remaining balance is cancelled.

§ 7 Funds must highlight in their disclosure material the risks inherent to the concentration and possible illiquidity of the assets that make up the portfolio resulting from their applications and, when applicable, the risks resulting from the possibility of investment abroad.

Art. 23. Without prejudice to eventual sanctions, the CVM may suspend the issuance, subscription, negotiation and distribution of the fund's quotas, in cases of non-compliance with the provisions of this Instruction.

CHAPTER V – GENERAL MEETING

Section I – Competence

Art. 24. It is exclusively within the competence of the general meeting of unitholders to deliberate on:

I – the fund's financial statements presented by the administrator, accompanied by the report of independent auditors, within up to 180 (one hundred and eighty) days after the end of the social year to which they refer;

II – alteration of the fund's regulation;

III – the dismissal or substitution of the administrator or manager and choice of their substitutes;

IV – the merger, incorporation, spin-off, transformation or eventual liquidation of the fund;

V – the issuance of new quotas, without prejudice to the fund's regulation providing for the approval of the issuance by the administrator in accordance with art. 9, item XXIII;

VI – the increase in the remuneration rates of the administrator or manager of the fund;

VII – the alteration of the fund's duration period;

VIII – the alteration of the quorum for installation and deliberation of the general meeting;

IX – the installation, composition, organization and functioning of the fund's committees and councils;

X – the request for information by unitholders, observed the sole paragraph of art. 40;

XI – the provision of surety, guarantee, acceptance, or any other form of joint obligation and real guarantees, in the name of the fund;

XII – the approval of acts that constitute a potential conflict of interest between the fund and its administrator or manager and between the fund and any unitholder, or group of unitholders, who hold more than 10% of the subscribed quotas;

XIII – the inclusion of charges not provided for in art. 45 or their respective increase above the maximum limits when provided for in the regulation; and

XIV – the approval of the appraisal report of the fair value of assets used in the payment of FIP quotas referred to in art. 20, § 7º.

Sole paragraph. The fund's regulation may establish other matters within the competence of the assembly, in addition to those provided for in the caput.

Art. 25. The fund's regulation may be altered independently of a general meeting whenever such alteration:

I – results exclusively from the need to comply with express requirements of the CVM or to adapt to legal or regulatory norms;

I – results exclusively from the need to comply with legal or regulatory norms, express requirements of the CVM, of an entity administering organized markets where the fund's quotas are admitted to negotiation or of a self-regulatory entity, in accordance with applicable legislation and agreement with the CVM;

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

II – is necessary due to the update of the administrator's or the fund's service providers' registration data, such as change in corporate name, address, website and telephone; and

III – involves a reduction in the administration fee or management fee.

§ 1 The alterations referred to in items I and II of the caput must be communicated to the unitholders, within a period of up to 30 (thirty) days counted from the date on which they were implemented.

§ 2 The alteration referred to in item III must be immediately communicated to the unitholders.

Section II – Convocation and installation

Art. 26. The general meeting must be convened in the manner stipulated in the fund's regulation, with a minimum advance notice of 15 (fifteen) days, and must contain a description of the matters to be discussed and voted on.

§ 1 Regardless of the convocation provided for in this article, the general meeting is considered regular if all unitholders attend.

§ 2 The general meeting may be convened by the administrator, on its own initiative or upon request of unitholders who hold, at least, 5% (five percent) of the total quotas subscribed by the fund.

§ 3 The convocation of the assembly by request of the unitholders, as provided for in § 2, must:

I – be addressed to the administrator, who must, within a maximum period of 30 (thirty) days counted from receipt, carry out the convocation of the general meeting at the expense of the requesters, unless the general meeting so convened deliberates otherwise; and

II – contain any documents necessary for the exercise of the voting right of other unitholders.

§ 4 The fund's administrator must make available to unitholders all information and documents necessary for the exercise of the voting right, on the date of convocation of the assembly.

Art. 27. Only unitholders of the fund registered in the unitholder register on the date of convocation of the assembly, their legal representatives or attorneys legally constituted for less than 1 (one) year, may vote in the general meeting.

Sole paragraph. Unitholders may vote by means of written or electronic communication, provided that it is provided for in the fund's regulation.

Art. 28. The general meeting is installed with the presence of any number of unitholders.

Section III – Deliberation

Art. 29. The deliberations of the general meeting are taken by majority of votes of the subscribed quotas present, with each subscribed quota carrying 1 (one) vote.

§ 1 The regulation may admit the existence of one or more classes of quotas with special political rights for the matters it specifies.

§ 2 Deliberations regarding the matters provided for in arts. 24, items II, III, IV, V, VI, VIII, IX, XII, XIII and XIV, and 44, depend on the approval of unitholders representing at least half of the subscribed quotas, if a higher quorum is not fixed in the regulation.

§ 3 Deliberations referred to in art. 24, item XI, of this Instruction, depend on the approval of unitholders representing at least two thirds of the subscribed quotas.

§ 4 The fund's regulation may establish other matters subject to qualified quorum, in addition to those referred to in § 2.

§ 5 Votes and quorums for deliberation must be calculated according to the quantity of subscribed quotas, observed the provisions of § 6.

§ 6 Unitholders who have been called to pay the subscribed quotas and who are in default on the date of convocation of the assembly have no right to vote on the respective unsubscribed and unpaid portion, and the regulation may impose additional penalties, including the impediment to vote on the total of paid quotas.

Art. 30. The regulation may provide for the possibility that the deliberations of the assembly are adopted through a formal consultation process, without the need for unitholders to meet.

Sole paragraph. The consultation must contain all informative elements necessary for the exercise of the voting right.

Art. 31. The unitholder must exercise the voting right in the interest of the fund.

§ 1 The following may not vote in the general meetings of the fund nor be counted for the purposes of calculating the approval quorum:

I – its administrator or manager;

II – the partners, directors and employees of the administrator or manager;

III – companies considered related parties to the administrator or manager, their partners, directors and employees;

IV – the fund's service providers, their partners, directors and employees;

V – the unitholder whose interest is conflicting with that of the fund; and

VI – the unitholder, in the case of deliberation regarding appraisal reports of assets of their property that contribute to the formation of the fund's equity.

§ 2 The prohibition provided for in this article does not apply when:

I – the only unitholders of the fund are the persons mentioned in § 1; or

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II – there is express acquiescence of the majority of the other unitholders, manifested in the general meeting itself, or in a power of attorney instrument that refers specifically to the meeting in which the voting permission will take place.

§ 3rd The unitholder must inform the administrator and the other unitholders of the circumstances that may prevent them from exercising their vote, in accordance with the provisions of § 1st, items V and VI, without prejudice to the duty of diligence of the administrator and the manager to seek to identify unitholders who are in this situation.

CHAPTER VI – ADMINISTRATION AND MANAGEMENT
Section I – General Provisions

Art. 32. The administration of the fund comprises the set of services related directly or indirectly to the functioning and maintenance of the fund, which may be provided by the administrator itself or by third parties contracted by it, in writing, in the name of the fund.

Art. 33. Only legal entities authorized by the CVM for the professional exercise of securities portfolio administration, as defined in specific regulation, may be administrators of FIPs (Investment Funds).

§ 1st The legal entity referred to in the caput must indicate the director or managing partner responsible for representing the fund before the CVM.

§ 2nd The administrator may contract, in the name of the fund, the following services for the fund:
I – portfolio management of the fund;
II – investment consulting;
III – treasury activities;
IV – control and processing activities of the assets; V – distribution of units; VI – recording of the issuance and redemption of units;

VII – custody of financial assets; and
VIII – market maker for the fund's units.

§ 3rd It is incumbent upon the administrator, in the capacity of representative of the fund, to carry out the hiring of service providers, through prior and careful analysis and selection of the contractor, and must also appear in the contract as a consenting intervenor.

§ 4th The contracts entered into in the manner of § 3rd, referring to the services provided in items III, IV, and VI of § 2nd, must contain a clause stipulating joint and several liability between the fund administrator and the third parties contracted by the fund for any damages caused to unitholders due to conduct contrary to the law, regulations, or normative acts issued by the CVM.

§ 5th Without prejudice to the provisions of § 4th, the administrator and the other contracted service providers are liable before the CVM, within the scope of their respective competencies, for their own acts and omissions contrary to the law, the fund's regulations, or the applicable regulatory provisions.

§ 6th Funds administered by financial institutions do not need to contract the services provided for in § 2nd, item III, when the same are executed by their administrators, who in these cases are considered authorized to provide them.

Art. 34. The portfolio management of the fund is the professional management, as established in its bylaws, of the assets comprising it, carried out by a legal entity accredited as a securities portfolio administrator by the CVM, having powers to:
I – negotiate and contract, in the name of the fund, the assets and intermediaries to carry out the fund's operations, representing the fund, for all legal purposes, for this purpose; II – negotiate and contract, in the name of the fund, third parties for the provision of advisory and consulting services directly related to the investment or divestment in the assets referred to in Art. 5th, as established in the fund's investment policy; and III – monitor the assets invested by the fund and exercise the voting rights arising from these assets, carrying out all other actions necessary for such exercise, observing the provisions of the manager's voting policy.

Sole paragraph. In the absence of specific provision in the fund's bylaws or in the contracts entered into between the administrator and the manager, the manager must send to the administrator, within 5 (five) business days subsequent to its signing, a copy of each document it signs in the name of the fund, without prejudice to the sending, in the manner and times previously established by the administrator, of additional information that allows the latter to correctly fulfill its legal and regulatory obligations with the fund.

Art. 35. The market maker service referred to in Art. 33, § 2nd, item VIII, may be provided by legal entities duly registered with the entities administering the organized markets, observing the current regulation.

§ 1st It is prohibited for the administrator and the manager to exercise the function of market maker for the fund's units.

§ 2nd The hiring of related parties to the administrator and manager of the fund for the exercise of the market maker function must be submitted to prior approval by the general meeting of unitholders in accordance with Art. 24, item XII.

§ 3rd The hiring of a market maker or the termination of the service provision must be disclosed as a relevant fact in accordance with Art. 53 of this Instruction.

Art. 36. The administrator, observing legal limitations and those provided for in this Instruction, has powers to practice all acts necessary for the functioning of the fund, being responsible for its constitution and for the provision of information to the CVM in the manner of this Instruction and when requested.

Art. 37. The hiring of custody services for the fund's investments is waived for investments in:
I – shares, subscription bonuses, non-convertible debentures, or other securities convertible or exchangeable into shares of closed companies; II – securities or securities representing participation in limited liability companies; and III – assets referred to in Art. 11, § 4th, item I, provided that such assets are admitted to trading on a stock exchange or organized over-the-counter market or registered in a registration or financial settlement system authorized by the Central Bank of Brazil or by the CVM.

Sole paragraph. To use the waivers referred to in items I and II of the caput, the administrator must ensure the adequate safeguarding of these assets, which includes carrying out the following activities:
I – receive, verify, and keep custody of the documentation that evidences and proves the existence of the backing of the assets; II – take diligence to ensure that the documentation proving the assets is maintained, at its own expense, updated and in perfect order; and III – collect and receive, in the name of the fund, income and any other payments related to the custodied assets.

Art. 38. Without prejudice to the responsibilities of each of the fund administration service providers, advisory councils, technical or investment committees may be constituted, at the initiative of the unitholders, the administrator, or the manager, which cannot be remunerated at the expense of the fund.

§ 1st The attributes, composition, and requirements for convening and deliberation of the councils and committees must be established in the fund's bylaws.

§ 2nd The existence of councils and committees does not exempt the administrator or the manager from responsibility for the operations of the fund's portfolio.

§ 3rd The members of the councils or committees must inform the administrator and the manager, and these to the unitholders, of any situation that places them, potentially or effectively, in a conflict of interest situation with the fund.

§ 4th The members of the councils or committees must observe the duties and prohibitions provided for in the specific regulation on the professional exercise of portfolio administration.

§ 5th When constituted at the initiative of the administrator or manager, the members of the council or committee may be remunerated with a portion of the management fee.

Section II – Administrator's Obligations

Art. 39. The following are included among the obligations of the administrator, without prejudice to the obligations of the manager:
I – take diligence to ensure that the following are maintained, at its own expense, updated and in perfect order:
a) records of unitholders and transfers of units; b) the minutes book of general meetings and minutes of meetings of advisory councils, technical committees, or investment committees, as applicable; c) the attendance book or list of unitholders; d) reports of independent auditors on the financial statements; e) records and financial statements related to operations carried out by the fund and its assets; and f) copy of the documentation related to the fund's operations. II – receive dividends, bonuses, and any other income or values attributed to the fund; III – pay, at its own expense, any penalty fines imposed by the CVM, in accordance with current legislation, due to delays in fulfilling the deadlines provided for in this Instruction; IV – prepare, jointly with the manager, a report regarding the fund's operations and results, including a declaration that the provisions of this Instruction and the fund's bylaws were observed; V – exercise, or take diligence to ensure that all rights inherent to the assets and activities of the fund are exercised; VI – transfer to the fund any benefit or advantage that it may achieve as a result of its condition as administrator of the fund;

VII – keep the securities comprising the fund's portfolio custodied in a custody entity authorized to exercise the activity by the CVM, except as provided in Art. 37; VIII – prepare and disclose the information provided for in Chapter VIII of this Instruction; IX – comply with the resolutions of the general meeting; X – keep updated with the CVM the list of service providers contracted by the fund and reported at the time of its registration, as well as other registration information; XI – supervise the services provided by third parties contracted by the fund; and XII – comply and enforce all provisions of the fund's bylaws.

Section III – Manager's Obligations

Art. 40. The following are included among the obligations of the manager, without prejudice to the obligations of the administrator:
I – prepare, jointly with the administrator, the report referred to in Art. 39, item IV; II – provide unitholders who so request, studies and investment analyses to support the decisions to be taken in the general meeting, including appropriate records with the justifications for the recommendations and respective decisions; III – provide unitholders, according to the content and periodicity provided for in the bylaws, periodic updates of the studies and analyses that allow monitoring of the investments made, objectives achieved, return prospects, and identification of possible actions that maximize the investment result; IV – bear the advertising expenses of the fund; V – exercise, or take diligence to ensure that all rights inherent to the assets and activities of the fund are exercised; VI – transfer to the fund any benefit or advantage that it may achieve as a result of its condition as manager of the fund;

VII – sign, in the name of the fund, the shareholders' agreements of the companies in which the fund participates; VIII – maintain effective influence in the definition of strategic policy and in the management of the invested company, in accordance with the provisions of Art. 6th, and ensure the governance practices referred to in Art. 8th; IX – comply with the resolutions of the general meeting regarding management activities; X – comply and enforce all provisions of the fund's bylaws applicable to portfolio management activities; XI – contract, in the name of the fund, and coordinate, the advisory and consulting services related to the investments or divestments of the fund in the assets provided for in Art. 5th; and XII – provide the administrator with all information and documents necessary for this to fulfill its obligations, including, among others:
a) the information necessary for the administrator to determine whether the fund qualifies or not as an investment entity, in accordance with specific accounting regulation; b) the audited financial statements of the invested companies provided for in Art. 8th, VI, when applicable; and c) the appraisal report of the fair value of the invested companies, when applicable in accordance with specific accounting regulation, as well as all documents necessary for the administrator to validate it and form its conclusions regarding the premises used by the manager for the calculation of fair value.

Sole paragraph. Whenever information is requested in the manner provided for in items II and III of the caput, the manager, jointly with the administrator, may submit the issue to the prior appreciation of the general meeting of unitholders, taking into account the interests of the fund and the other unitholders, and any conflicts of interest regarding technical knowledge and the companies in which the fund has invested, in which case the unitholders who requested the information are barred from voting.

Section IV – Replacement of Administrator and Manager

Art. 41. The administrator and the portfolio manager of the fund must be replaced in the following cases:
I – decertification for the exercise of securities portfolio administration activity, by decision of the CVM; II – resignation; or III – dismissal, by resolution of the general meeting.

Art. 42. The general meeting must deliberate on the replacement of the administrator or manager within 15 (fifteen) days of its resignation or decertification and must be convened:
I – immediately by the administrator, manager, or by unitholders holding at least 5% (five percent) of the subscribed units, in cases of resignation; or II – immediately by the CVM, in cases of decertification; or III – by any unitholder if no convening occurs in accordance with items I and II.

§ 1st In the case of resignation, the administrator and manager must remain in the exercise of their functions until their effective replacement, which must occur within a maximum period of 180 (one hundred and eighty) days, under penalty of liquidation of the fund by the administrator.

§ 2nd In the case of decertification, the CVM must appoint a temporary administrator until the election of a new administration.

Section V – Prohibitions

Art. 43. It is prohibited for the administrator and manager, directly or indirectly, in the name of the fund:
I – receive deposits in a checking account;
II – incur or make loans, except:

a) as provided in Art. 10; b) in the modalities established by the CVM; or c) to cover the default of unitholders who fail to fully pay their subscribed units.

III – provide surety, guarantee, acceptance, or co-obligate in any other form, except with the approval of the qualified majority of unitholders assembled in a general meeting, provided that the fund's bylaws foresee this possibility; IV – sell units on installment, except as provided in Art. 20, § 1st; V – promise predetermined income to unitholders; VI – apply resources:
a) in the acquisition of real estate; b) in the acquisition of credit rights, except for the cases provided for in Art. 5th or if the credit rights are issued by companies or societies invested by the fund; and c) in the subscription or acquisition of shares of its own issuance.

VII – use fund resources to pay for insurance against financial losses of unitholders; and VIII – practice any act of liberality.

§ 1st The hiring of loans referred to in item II, letter “c”, of the caput, can only occur in the amount equivalent to the strictly necessary to ensure the fulfillment of an investment commitment previously assumed by the FIP.

§ 2nd If there are guarantees provided by the fund, as provided for in item III, the fund administrator must ensure the wide dissemination of information about all existing guarantees, by means of, at minimum, the disclosure of a relevant fact and permanent availability, with emphasis, of the information on the administrator's website on the world wide web.

Art. 44. Unless approved in a general meeting, it is prohibited to apply fund resources in securities of companies in which the following participate:
I – the administrator, the manager, the members of committees or councils created by the fund, and unitholders holding units representing 5% (five percent) of the fund's assets, their partners and respective spouses, individually or jointly, with a percentage greater than 10% (ten percent) of the voting or total share capital; II – any of the persons mentioned in the previous item who:
a) are involved, directly or indirectly, in the financial structuring of the securities issuance operation to be subscribed by the fund, including in the capacity of placement agent, coordinator, or guarantor of the issuance; or b) are part of the boards of directors, advisory, or supervisory boards of the issuing company of the securities to be subscribed by the fund, before the first investment by the fund.

§ 1st Unless approved in a general meeting, it is equally prohibited for the fund to carry out operations in which it figures as a counterparty to the persons mentioned in item I of the caput, as well as to other investment funds or securities portfolios administered by the administrator or the manager.

§ 2nd The provisions of § 1st do not apply when the administrator or manager of the fund act:
I – as administrator or manager of invested funds or in the capacity of counterparty to the fund, with the exclusive purpose of carrying out the cash and liquidity management of the fund; and II – as administrator or manager of an invested fund, provided it is expressed in the bylaws and when carried out through a fund that invests, at least, 95% (ninety-five percent) in a single fund.

CHAPTER VII – CHARGES

Art. 45. The following constitute charges of the fund, in addition to the remunerations referred to in Art. 9th, VII:
I – emoluments, loan charges, and commissions paid by fund operations; II – taxes, federal, state, municipal, or autonomous fees or contributions that fall or may fall on the assets, rights, and obligations of the fund; III – registration of documents in notary offices, printing, issuance, and publication of reports and periodic information provided for in this Instruction; IV – correspondence of interest to the fund, including communications to unitholders; V – fees and expenses of the auditors responsible for auditing the fund's financial statements; VI – attorneys' fees, court costs, and related expenses incurred due to the defense of the fund's interests, in court or out of court, including the value of the condemnation, imputed to the fund, if applicable; VII – portion of losses not covered by insurance policies and not resulting from fault or intent of the service providers of administration in the exercise of their respective functions; VIII – insurance premiums, as well as any expenses related to the transfer of resources from the fund between banks; IX – inherent to the constitution, merger, incorporation, spin-off, transformation, or liquidation of the fund, within limits established by the bylaws; X – inherent to the holding of a general meeting of unitholders, meetings of committees or councils of the fund, within limits established by the bylaws; XI – with settlement, registration, negotiation, and custody of operations with assets;

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XII – hiring of third parties to provide legal, tax, accounting, and specialized consulting services, within limits established by the regulations; XIII – related, directly or indirectly, to the exercise of voting rights arising from the fund's assets; XIV – annual contribution due to self-regulatory entities or to the entities administering the organized market where the fund's units are admitted to trading; XV – expenses with foreign exchange closing, linked to its operations or with deposit receipts or certificates of securities; XVI – costs of the primary distribution of units, as well as their registration for trading in an organized securities market; and XVII – fees and expenses related to market maker activity.

§ 1º Any expenses not foreseen as fund charges must be attributed to the administrator or manager, as provided in the regulations, unless there is a contrary decision by the general assembly, as set forth in art. 24, XIII.

§ 2º The administrator or manager may establish that portions of the administration or management fee are paid directly by the fund to service providers hired by the administrator or manager, provided that the sum of these portions does not exceed the total amount of the administration or management fee fixed in the fund's regulations.

CHAPTER VIII – DISCLOSURE OF INFORMATION
Section I – Periodic Information

Art. 46. The fund administrator must send to unitholders, the entity administering the organized market where the units are admitted to trading, and to the CVM, through the Document Submission System available on the CVM website, the following information:

I – quarterly, within 15 (fifteen) days after the end of the civil quarter to which they refer, the information referred to in the model of Annex 46-I to this Instruction.

II – semi-annually, within 150 (one hundred and fifty) days after the end of the semester to which they refer, the composition of the portfolio, discriminating the quantity and type of securities and financial assets that comprise it.

III – annually, within 150 (one hundred and fifty) days after the end of the fiscal year, the audited financial statements referred to in Section II of this Chapter, accompanied by the report of independent auditors and the report of the administrator and manager referred to in arts. 39, IV, and 40, I.

Sole Paragraph. The semi-annual information referred to in item II of the caput must be sent to the CVM based on the fund's fiscal year.

Section II – Financial Statements and Audit Reports

Art. 47. The fund must have its own accounting records, and its accounts and financial statements must be segregated from those of the administrator.

Art. 48. The fund's fiscal year must end every 12 (twelve) months, at which time the fund's financial statements for the period ended must be prepared.

§ 1º The date of the end of the fund's fiscal year must coincide with the end of one of the months of the civil calendar.

§ 2º The first and last fiscal years of the fund may have a duration of less than 12 (twelve) months.

Art. 49. The preparation of financial statements must observe the specific norms issued by the CVM.

§ 1º The administrator is responsible for the preparation and disclosure of the fund's financial statements and, thus, must define its accounting classification as an investment entity or not, and effect the adequate recognition, measurement, and disclosure of the value of the fund's investments, as provided in specific regulations.

§ 2º The administrator, without exempting themselves from their responsibilities for the preparation of the FIP's financial statements, may use information from the manager, as provided in art. 40, XII, or from independent third parties, to effect the accounting classification of the fund or to determine the fair value of its investments.

§ 3º When using information from the manager, as per § 2º, the administrator must, through reasonable efforts and within the scope of their duty of diligence, obtain the necessary comfort regarding the adequacy of such obtained information.

§ 4º Without prejudice to the administrator's responsibilities, the manager also assumes their responsibilities as a provider of the information provided in art. 40, XII, which aim to assist the administrator in preparing the fund's financial statements.

§ 5º If the manager participates in the valuation of the fund's investments at fair value, the following rules must be observed:

I – the manager must possess an evaluation methodology established based on consistent and verifiable criteria;

II – the remuneration of the administrator or manager cannot be calculated based on the result of the fair value adjustment of investments not yet disposed of; and

III – the performance fee, or any other type of performance remuneration based on the fund's profitability, can only be received upon the distribution of earnings to unitholders.

Art. 50. The fund's annual financial statements must be audited by an independent auditor registered with the CVM, observing the norms that regulate the exercise of this activity.

§ 1º The audit of financial statements is not mandatory for funds in operation for less than 90 (ninety) days.

§ 2º If the option provided in § 1º is used:

I – the sending of the fund's financial statements, provided in art. 46, III, corresponding to the end of the first fiscal year, is waived, which may not have a duration greater than 90 (ninety) days; and

II – the audit of the fund's financial statements corresponding to the second fiscal year, comparative with those of the first fiscal year, must cover the first period of up to 90 (ninety) days and the second of 12 (twelve) months.

Section III – Eventual Information

Art. 51. The administrator must make available to unitholders and the CVM the following documents, relating to eventual information about the fund:

I – call notice and other documents relating to general assemblies, on the same day of their call;

II – on the same day of their holding, a summary of the decisions taken in the ordinary or extraordinary general assembly, if the fund's units are admitted to trading in organized markets;

III – within 8 (eight) days after their occurrence, the minutes of the general assembly; and

IV – prospectus, advertising material, and announcements of the start and end of public offers for the distribution of units, within the timeframes established in specific regulations.

Art. 52. In the event of a change in the fair value of the FIP's investments, which materially impacts its net assets, and the corresponding accounting recognition of this change, in the case where the fund is qualified as an investment entity under specific accounting regulations, the administrator must:

I – make available to unitholders, within 5 (five) business days after the date of accounting recognition:

a) a report, prepared by the administrator and the manager, with the justifications for the change in fair value, including a comparison between the premises and estimates used in the current and previous valuations; and

b) the effect of the new valuation on the period's result and the fund's net assets determined on an interim basis; and

II – prepare the fund's financial statements for the period between the start of the fiscal year and the respective date of accounting recognition of the effects of the new measurement if:

a) new units of the fund are issued within 10 (ten) months after the accounting recognition of the effects of the new valuation;

b) the fund's units are admitted to trading in organized markets; or

c) there is approval by a majority of the units present in a general assembly called at the request of the fund's unitholders.

§ 1º The financial statements referred to in item II of the caput must be audited by independent auditors registered with the CVM and sent to unitholders and the CVM within 90 (ninety) days after the date of accounting recognition of the effects of the new measurement.

§ 2º The preparation of the financial statements referred to in § 1º is waived when these end 2 (two) months before the date of the end of the fund's fiscal year, unless there is approval by unitholders gathered in an assembly as provided in item II, letter “c”, of the caput.

Art. 53. The administrator is obliged to widely and immediately disclose to all unitholders in the manner provided in the fund's regulations and through the Document Submission System available on the CVM website, and to the entity administering the organized market where the units are admitted to trading, any relevant act or fact occurred or related to the functioning of the fund or to the assets comprising its portfolio.

§ 1º Any deliberation of the general assembly or the administrator, or any other act or fact of a political-administrative, technical, business, or economic-financial nature occurred or related to the fund that may influence in a considerable manner:

I – the quotation of the units or of securities referenced to them;

II – the investors' decision to buy, sell, or hold the units; and

III – the investors' decision to exercise any rights inherent to the status of holder of the units or of securities referenced to them.

§ 2º Relevant acts or facts may, exceptionally, not be disclosed if the administrator considers that their revelation puts at risk the legitimate interest of the fund or of the invested companies or societies.

§ 3º The administrator is obliged to immediately disclose the relevant act or fact, in the event that the information escapes control or if there is an atypical oscillation in the quotation, price, or quantity traded of the fund's units.

Art. 54. The publication of information referred to in this Section must be made on the administrator's website and kept available to unitholders at their headquarters, and must be simultaneously sent to the organized market where the fund's units are admitted to trading and to the CVM, through the Document Submission System available on the CVM website.

CHAPTER IX – PENALTIES AND PENALTY FINE

Art. 55. A serious violation, for the purposes of art. 11, § 3º, of Law No. 6.385, of December 7, 1976, is considered the violation of arts. 4º; 5º; 7º; 8º; 11; 12; 15 to 18; 21; 22; 24; 26; 33; 35; 43; 44; 45, §1º; 46; 47; 49; 51; 52; 53 and 57 of this Instruction.

Art. 56. Without prejudice to the provisions of art. 11 of Law No. 6.385, of 1976, the administrator is subject to a daily penalty fine in the amount of R$ 500.00 (five hundred reais), due to non-compliance with the deadlines for submitting information provided in this Instruction.

Art. 56. The administrator is subject to the daily fine provided in the specific norm dealing with penalty fines due to non-compliance with the deadlines for submitting information provided in this Instruction, without prejudice to the provisions of art. 11 of Law No. 6.385, of 1976.

Art. 56 with wording given by CVM Instruction No. 609, of June 25, 2019.

CHAPTER X – FINAL AND TRANSITORY PROVISIONS

Art. 57. The administrator and manager must maintain, for a minimum period of 5 (five) years, or for a longer period as expressly determined by the CVM, all documents and information required by this Instruction.

Art. 58. This Instruction enters into force on the date of its publication.

§ 1º Participation Investment Funds or Mutual Investment Funds in Emerging Companies that have already obtained registration of operation on the date of publication of this Instruction must adapt to the provisions of this Instruction:

I – within 12 (twelve) months after the date of its publication; or

II – immediately, if they start a public offer of units registered or exempt from registration with the CVM after the date of publication of this Instruction.

§ 2º The permanence and realization of new applications by unitholders who do not qualify as qualified investors under specific regulations and who have entered Mutual Investment Funds in Emerging Companies are permitted.

§ 3º The companies invested in by Mutual Investment Funds in Emerging Companies on the date of publication of this Instruction may receive new contributions, even after the adaptation of these funds to the provisions of this Instruction, and are exempt from observing:

I – the exercise of effective influence in their management by the fund, as provided in arts. 5º and 6º; and

II – compliance with the provisions of art. 8º, except regarding the provisions of art. 8º, VI.

§ 4º Mutual Investment Funds in Emerging Companies, after their adaptation to this Instruction, may not have their duration extended while they adopt the exemptions provided in § 3º.

§ 5º If the administrator intends to promote changes in the regulations to include prerogatives or expand limits as permitted by this Instruction, approval by unitholders gathered in a general assembly installed in conformity with the fund's regulations will be necessary, except in the

event of changes in the fund's investment policy, which will depend on the approval of all its unitholders.

§ 6º Funds of Investment in Units of Participation Investment Funds that have already obtained registration of operation by the date of publication of this Instruction are exempt from observing the classification established in art. 14, provided they maintain:

I – in their name the expression “Fund of Investment in Units of Participation Investment Funds”; and

II – at least, 90% (ninety percent) of their assets applied in units of Participation Investment Funds or Equity Funds – Access Market.

§ 6º included by CVM Instruction No. 589, of August 18, 2017.

Art. 59. The limit referred to in the caput of art. 11 is not applicable to funds in operation before May 12, 2011, and that, from that date:

I – did not make new capital calls; or

II – made new capital calls with the exclusive purpose of paying fund expenses.

Art. 60. On the date this Instruction enters into force, the following are revoked:

I – CVM Instruction No. 209, of March 25, 1994;

II – CVM Instruction No. 225, of December 20, 1994;

III – CVM Instruction No. 236, of June 6, 1995;

IV – CVM Instruction No. 253, of August 14, 1996;

V – CVM Instruction No. 278, of May 8, 1998;

VI – CVM Instruction No. 363, of April 2, 2002;

VII – CVM Instruction No. 368, of May 29, 2002;

VIII – CVM Instruction No. 391, of July 16, 2003;

IX – CVM Instruction No. 406, of April 27, 2004;

X – arts. 1º, 2º, 5º and 6º of CVM Instruction No. 435, of July 5, 2006;

XI – art. 15 of CVM Instruction No. 450, of March 30, 2007;

XII – CVM Instruction No. 453, of April 30, 2007;

XIII – CVM Instruction No. 460 of October 10, 2007.

XIV – CVM Instruction No. 496, of May 11, 2011;

XV – arts. 2º and 4º of CVM Instruction No. 498, of June 13, 2011;

XVI – CVM Instruction No. 501, of July 15, 2011;

XVII – CVM Instruction No. 535, of June 28, 2013; and

XVIII – CVM Instruction No. 540, of November 26, 2013.

Original signed by
LEONARDO P. GOMES PEREIRA
President

ANNEX 46-I – QUARTERLY REPORT

Fund Name: Fund CNPJ
Fund Classification:
Investment Entity: Yes/No
Target Audience: Qualified Investors/Professional Investors Only Administrator Name Administrator CNPJ Responsible Director:
Competence Period: m/yyyy

SPECIFICATIONS VALUES/INFORMATION
Net Assets: (in R$)
Total committed capital value (in R$):
Quantity of subscribed units:
Total subscribed capital value (in R$):
Quantity of paid-in units:
Total paid-in capital value (in R$):
Total invested in units of other FIPs (in R$):

Number of unitholders by category
Number of subscribing unitholders
% of subscribed units
Individual
Non-financial legal entity
Commercial Bank
Broker or distributor
Other financial legal entities
Non-resident investors
Open complementary pension entity
Closed complementary pension entity
Own pension regime for public servants
Insurance or reinsurance company
Capitalization and commercial leasing society
Real estate investment funds
Other investment funds

Unitholders of the fund's distributors (distribution on behalf and order) Other types of unitholders not related Total number of subscribing unitholders

Unit Class
Number of subscribing unitholders
Current quantity of subscribed units
Current quantity of paid-in units
Current unit value (R$)
Has special political rights?
Has distinct economic-financial rights?
Class 1 Yes/No Yes/No
Class 2 Yes/No Yes/No
Class N Yes/No Yes/No

CVM Instruction No. 578 of August 30, 2016, as amended by CVM Instructions No. 589/17, 604/18, 609/19, and 615/19

Lineage: Superseded

Timeline