CVM Instruction No. 583 of December 20, 2016, as amended by CVM Instructions No. 600/18, 620/20, and 625/20

COMMISSION OF SECURITIES AND COMMODITIES - CVM CVM INSTRUCTION NO. 583, OF DECEMBER 20, 2016, WITH AMENDMENTS INTRODUCED BY CVM INSTRUCTIONS NOS. 600/18, 620/20, AND 625/20.
Regulates the exercise of the function of fiduciary agent.

The PRESIDENT OF THE COMMISSION OF SECURITIES AND COMMODITIES - CVM makes public that the Collegiate Body, in a meeting held on December 6, 2016, and based on arts. 8, I, and 15, § 1, I, of Law No. 6,385, of December 7, 1976, and considering the provisions of Chapter V of Law No. 6,404, of December 15, 1976; Section VI of Law No. 9,514, of November 20, 1997; and Art. 39 of Law No. 11,076, of December 30, 2004, APPROVED the following Instruction:

CHAPTER I – SCOPE AND PURPOSE
Art. 1. This Instruction regulates the activity of the fiduciary agent who is appointed, in the cases provided by law, to exercise this function regarding securities distributed publicly or admitted to trading on an organized market. Sole paragraph. This Instruction also applies to agents who are contracted, under specific regulation, to exercise the function of fiduciary agent in public distribution offers of promissory notes with a maturity period exceeding 360 (three hundred and sixty) days.

CHAPTER II – APPOINTMENT OF THE FIDUCIARY AGENT
Section I – General Rules
Art. 2. The appointment of the fiduciary agent and its acceptance to exercise the function must be stated in the issuance deed, the credit rights securitization term, or the equivalent instrument.
§ 1. The documents provided for in this article must also establish, observing the provisions of this Instruction:
I - the duties and responsibilities of the fiduciary agent; II - its remuneration, observing the provisions of Art. 14; and III - the conditions for the substitution of the fiduciary agent in cases of temporary impediments, resignation, intervention, extrajudicial liquidation, or any other case of vacancy, possibly providing for a substitute for all or some of these cases from the outset.

§ 2. The issuance deed, the credit rights securitization term, or the equivalent instrument may not restrict the duties, attributions, and responsibilities of the fiduciary agent provided by law or by this Instruction. Art. 3. The exercise of the fiduciary agent function begins from the date of the issuance deed, the credit rights securitization term, or the equivalent instrument, or, in cases of substitution, from the amendment. Sole paragraph. The fiduciary agent must remain in the exercise of its functions until its substitution by a new fiduciary agent, in the manner of Art. 7.

Section II – Requirements and Impediments for the Exercise of the Function
Art. 4. Only financial institutions previously authorized by the Central Bank of Brazil, whose corporate purpose includes the administration or custody of third-party assets, may be appointed as fiduciary agent. Sole paragraph. When provided for in specific law, the function of fiduciary agent may also be exercised by other entities authorized for this purpose by the Central Bank of Brazil. Art. 5. In addition to other documents required by specific norms, the public distribution offer registration request that provides for the appointment of a fiduciary agent must be accompanied by a declaration signed by a statutory director of the fiduciary agent regarding the non-existence of a conflict of interest situation that prevents the institution from exercising the function. § 1. If the fiduciary agent does not have a registration with the CVM, the public distribution offer registration request must also be accompanied by the following documents:
I - proof that the indicated institution meets the provisions of Art. 4; and II - registration information indicated in the specific regulation dealing with the registration of participants in the securities market. § 2. In public offers with restricted efforts, the declaration provided for in the caput of Art. 5 and the information indicated in § 1 must be presented to the market administrator entity on which the securities are registered. Art. 6. Observing the provisions of Art. 4, the following institutions may not be appointed as fiduciary agent:
I - that provides advisory services of any nature to the issuer, its affiliate, controlled, controlling, or society part of the same group; II - that is an affiliate of the issuer or is its controlled or controlling entity, directly or indirectly; III – that is an affiliate or controlled by a society that acts as a distributor of the issuance; IV – that is a creditor, by any title, of the issuer or of a society controlled by it; V – whose controllers, persons linked to them, or administrators have an interest in the issuer that is conflicting with the exercise, by the institution, of its attributions as fiduciary agent; VI – whose voting capital belongs, in the proportion of 10% (ten percent) or more, to the issuer, its administrator, or partner; and VII - that, in any other way, is in a situation of conflict of interest. § 1. The fiduciary agent that acts in this function in another issuance of the same issuer, affiliated, controlled, controlling, or part of the same group must ensure equitable treatment to all holders of securities, respecting the guarantees, obligations, and specific rights attributed to the respective holders of securities of each issuance or series. § 2. Whenever contracting as fiduciary agent an institution that already acts as fiduciary agent, note agent, or guarantee agent in another issuance of the same issuer or of an affiliated, controlled, controlling, or part of the same group society, the issuer must disclose this information, prominently, specifying the data contained in item XI of Art. 1 of Annex 15 of this Instruction:
I – in the issuance deed, the credit rights securitization term, or the equivalent instrument; and II – in the offer prospectus, whenever there is one.

§ 3. The notice to the market disclosed when using a preliminary prospectus, the announcement of the start of distribution, and the other advertising materials of the offer must indicate, prominently, the location of the prospectus and the issuance deed, the credit rights securitization term, or the equivalent instrument where the information provided for in the caput of § 2 can be consulted by investors. § 4. In securitization operations, the conflict of interest situations provided for in items I, II, IV, V, and VI of the caput must be extended, with respect to the issuer, also to debtors and co-obligors representing 20% or more of the credits backing the issuance.

Section III – Substitution of the Fiduciary Agent
Art. 7. In the event of impediment, resignation, intervention, or extrajudicial liquidation of the fiduciary agent, it must be substituted within a period of up to 30 (thirty) days, by resolution of the assembly of holders of securities. § 1. The assembly intended for the choice of a new fiduciary agent must be convened by the fiduciary agent to be substituted, and may also be convened by holders of securities representing 10% (ten percent), at minimum, of the titles in circulation of the respective issuance or series. § 2. If the convening of the assembly does not occur until 15 (fifteen) days before the end of the period referred to in the caput, it is the responsibility of the issuer of the security to effect the immediate convening. § 3. In exceptional cases, the CVM may proceed to convene the assembly for the choice of a new fiduciary agent or appoint a provisional substitute. Art. 8. The holders of securities may substitute the fiduciary agent and indicate its eventual substitute at any time after the closure of the public distribution, in an assembly specially convened for this purpose. Sole paragraph. The provisions of § 1 of Art. 7 apply to the assembly referred to in this article. Art. 9. The substitution of the fiduciary agent must be communicated to the CVM, within a period of up to 7 (seven) business days, counted from the registration of the amendment of the issuance deed, the credit rights securitization term, or the equivalent instrument in the competent authorities. Sole paragraph. Along with the communication, the declaration and other information required in the caput and § 1 of Art. 5 must be forwarded to the CVM. Art. 10. Assemblies of holders of securities subject to this Instruction must be convened according to the norms provided for in the specific law or according to what is stipulated in the issuance deed, the credit rights securitization term, or the equivalent instrument. Sole paragraph. In the absence of a rule regarding the subject, the norms regarding the convening of the debentureholders' assembly must be applied in the convening of the assembly referred to in the caput. Art. 10. Assemblies of holders of securities subject to this Instruction must be convened and held according to the rules provided for in law and specific norm or according to what is stipulated in the issuance deed, the credit rights securitization term, or the equivalent instrument. Sole paragraph. In the absence of a rule regarding the subject, the norms regarding the convening and holding of the assembly referred to in the caput must be applied to the convening and holding of the assembly of debentureholders.

• Art. 10 with wording given by CVM Instruction No. 625, of May 14, 2020.

CHAPTER III – DUTIES OF THE FIDUCIARY AGENT
Art. 11. The duties of the fiduciary agent are, without prejudice to other duties provided for in specific law or in the issuance deed, the credit rights securitization term, or the equivalent instrument:
I – to exercise its activities with good faith, transparency, and loyalty towards the holders of securities; II – to protect the rights and interests of the holders of securities, employing in the exercise of the function the care and diligence that every active and honest man usually employs in the administration of his own assets; III – to resign from the function, in the event of a supervening conflict of interest or any other form of unfitness, and to immediately convene the assembly provided for in Art. 7 to deliberate on its substitution; IV – to keep in good custody all documentation related to the exercise of its functions; V – to verify, at the time of accepting the function, the veracity of the information regarding the guarantees and the consistency of the other information contained in the issuance deed, the credit rights securitization term, or the equivalent instrument, taking measures to ensure that omissions, flaws, or defects known to it are remedied; VI – to urge the issuer to register the issuance deed, the credit rights securitization term, or the equivalent instrument, and its amendments, with the competent authorities, adopting, in the case of the issuer's omission, the measures eventually provided for by law; VII – to monitor the provision of periodic information by the issuer and alert the holders of securities, in the annual report referred to in Art. 15, about inconsistencies or omissions of which it has knowledge; VIII – to monitor the performance of the securitizing company in the administration of the separate estate through the information disclosed by the company on the subject; IX – to opine on the sufficiency of the information provided in the proposals for modification of the conditions of the securities; X – to verify the regularity of the constitution of real, floating, and surety guarantees, as well as the value of the assets given as collateral, observing the maintenance of their sufficiency and enforceability in accordance with the provisions established in the issuance deed, the credit rights securitization term, or the equivalent instrument; XI – to examine a proposal for the substitution of assets given as collateral, expressing its opinion on the subject in a justified manner; XII – to notify, as appropriate, the issuer, the assignor, the guarantor, or the co-obligor to reinforce the given guarantee, in the event of its deterioration or depreciation; XIII – to request, when deemed necessary for the faithful performance of its functions, updated certificates from civil courts, Public Finance Courts, protest offices, Labor Courts, Public Treasury Attorney's Office, from the location where the asset given as collateral is located or the domicile or headquarters of the debtor, the assignor, the guarantor, or the co-obligor, as appropriate; XIV – to request, when considered necessary, external audit of the issuer or of the separate estate; XV – to examine, while the right to convert debentures into shares can
be exercised, the amendment of the issuer's bylaws that aims to change the company's object, create preferred shares, or modify the advantages of existing ones, to the detriment of the shares into which the debentures are convertible, fulfilling its duty to approve the amendment or convene a special assembly of debentureholders to deliberate on the matter; XVI – to convene, when necessary, the assembly of holders of securities, in the manner of Art. 10 of this Instruction; XVII – to attend the assembly of holders of securities in order to provide the information requested of it; XVIII – to keep updated the list of holders of securities and their addresses; XIX – to coordinate the drawing of debentures to be redeemed, in the manner provided in the issuance deed; XX – to monitor the compliance with the clauses contained in the issuance deed, the credit rights securitization term, or the equivalent instrument, especially those imposing obligations to do and not to do;

• Item XX with wording given by CVM Instruction No. 600, of August 1, 2018.
  XXI – to communicate to the holders of securities any default, by the issuer, of financial obligations assumed in the issuance deed, the credit rights securitization term, or equivalent instrument, including obligations related to guarantees and contractual clauses intended to protect the interest of the holders of securities and that establish conditions that must not be breached by the issuer, indicating the consequences for the holders of securities and the measures it intends to take regarding the subject, observing the period provided for in Art. 16, II, of this Instruction.
• Item XXI with wording given by CVM Instruction No. 600, of August 1, 2018.
  XXII – to verify the procedures adopted by the issuer to ensure the existence and integrity of the securities, financial assets, or instruments that back securitization operations, including when custodied or subject to custody by a third party contracted for this purpose; and
• Item XXII included by CVM Instruction No. 600, of August 1, 2018.
  XXIII – to verify the procedures adopted by the issuer to ensure that the rights incident on the securities, financial assets, or contractual instruments that back securitization operations, including when custodied or subject to custody by a third party contracted for this purpose, are not assigned to third parties.
• Item XXIII included by CVM Instruction No. 600, of August 1, 2018.
  § 1. In cases of securitization operation, even if there has been no default by the issuer, the provisions of item XXI of the caput apply when there is a change in the securitization structure, resulting or not from default by debtors or co-obligors or an increase in their respective credit risks, and that imply:
  I – reduction of the minimum subordination index, guarantee ratio, or equivalent, as established in the securitization term; II – decrease in the credit enhancement of the securitization structure; or III – increase in the credit risk of the issuance.
• § 1 included by CVM Instruction No. 600, of August 1, 2018.
  § 2. The results of the verification provided for in items XXII and XXIII, including with respect to any inconsistencies or omissions found, must be included in the annual report referred to in Art. 15.
• § 2 included by CVM Instruction No. 600, of August 1, 2018.
  Art. 12. In the event of default of any conditions of the issuance, the fiduciary agent must use all and any measures provided for by law or in the issuance deed or the credit rights securitization term to protect rights or defend the interests of the holders of securities. § 1. The promissory note agent referred to in the sole paragraph of Art. 1 must act to protect the rights and interests of the holders of securities, including by adopting the measures provided for in the note, or in another instrument, that aim to protect these rights and interests. § 2. If the issuance deed, the credit rights securitization term, or the equivalent instrument does not establish a higher quorum, the modification of the conditions of the securities or the non-adoption of any measure provided for by law or in the issuance deed, the credit rights securitization term, or the equivalent instrument that aims to defend the rights and interests of the holders of securities must be approved in an assembly by resolution of the absolute majority of the securities in circulation. Art. 13. The expenses necessary for the safeguarding of the rights and interests of the holders of securities described in this Instruction shall be borne by the issuer. § 1. The fiduciary agent will render accounts to the issuer of the expenses mentioned in the caput, for the purpose of being immediately reimbursed by it. § 2. The credit of the fiduciary agent for expenses it has made to protect rights and interests or realize credits of the holders of securities, which has not been settled in the manner of the previous paragraph, will be added to the issuer's debt and, in the case of debentures, will enjoy the same guarantees, preferring to these in the order of payment. § 3. In the case of issuances of real estate receivable certificates – CRI and agricultural receivable certificates – CRA, the expenses will be charged to the separate estate.

CHAPTER IV – REMUNERATION
Art. 14. The remuneration of the fiduciary agent must be compatible with the responsibilities and the degree of dedication and diligence required for the exercise of the function.
Sole paragraph. The issuance deed, the credit rights securitization term, or the equivalent instrument must stipulate the amount, method of update, periodicity, and payment conditions of the remuneration attributed to the fiduciary agent and its eventual substitute.

CHAPTER V – PROVISION OF INFORMATION
Section I – Periodic Information
Art. 15. The fiduciary agent must publish on its website, within 4 (four) months after the end of the issuer's fiscal year, an annual report describing, for each issuance, the relevant events that occurred during the year regarding the respective security, according to the minimum content established in Annex 15. § 1. Within the same period as the caput, the annual report must be sent by the fiduciary agent to the issuer, for disclosure in the manner provided for in specific regulation. § 2. The annual report must be kept available for public consultation on the fiduciary agent's website for a period of 3 (three) years. § 3. The fiduciary agent must also keep available on its website an updated list of issuances in which it exercises this function.

Section II – Occasional Information
Art. 16. The fiduciary agent must publish on its website the following occasional information:
I – statement regarding a proposal for the substitution of assets given as collateral, on the same date of its sending to the issuer for disclosure in the manner provided for in specific regulation; II – communication regarding the default, by the issuer, of financial obligations assumed in the issuance deed, the credit rights securitization term, or equivalent instrument, including obligations related to guarantees and contractual clauses intended to protect the interest of the holders of securities and that establish conditions that must not be breached by the issuer, indicating the consequences for the holders of securities and the measures it intends to take regarding the subject, within 7 (seven) business days counted from the fiduciary agent's knowledge of the default; III – statement regarding a proposal to amend the issuer's bylaws that aims to change the company's object, or create preferred shares, or modify the advantages of existing ones, and that may affect the shares into which the debentures are convertible, on the same date of its sending to the issuer for disclosure in the manner provided for in specific regulation; IV – convening notices and information necessary for the exercise of the right to vote in assemblies of holders of securities convened by it, on the same date of its disclosure and sending to the issuer for disclosure in the manner provided for in specific regulation;

• Item IV with wording given by CVM Instruction No. 620, of March 17, 2020.
  V – communications received from the issuer regarding the intention to acquire debentures of its own issuance, in accordance with specific regulation; and
• Item V included by CVM Instruction No. 620, of March 17, 2020.
  V – other information considered relevant.

COMMISSION OF SECURITIES AND EXCHANGE
VI – other information considered relevant.

• Item VI renumbered by CVM Instruction No. 620, of March 17, 2020.
  § 1º The information provided in items I to V of the caput must be kept available for public consultation on the fiduciary agent's website for a period of 3 (three) years.
  § 2º The fiduciary agent must send its opinion on the sufficiency of the information provided in a proposal to modify the conditions of the securities to the holders of the securities on the same date as its sending to the issuer. § 3º The information provided in item II of the caput must also be sent:
  I – to the issuer, for disclosure in the manner provided for in specific regulation; and II – to the central depository in which the security is deposited and to the entity administering the organized market in which it is traded or registered.

CHAPTER VI – MAINTENANCE OF RECORDS
Art. 17. The fiduciary agent 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.
Sole paragraph. The documents and information referred to in the caput may be stored in physical or electronic media, allowing for the replacement of documents with their digitized images.

CHAPTER VII – FINAL PROVISIONS
Art. 18. The issuer must provide the fiduciary agent with all necessary information to ensure compliance with the duties imposed on it by this Instruction.
Sole paragraph. The registrar must provide the fiduciary agent with an updated list of the holders of the securities in which it exercises this function, including their addresses.

COMMISSION OF SECURITIES AND EXCHANGE
Art. 19. Communications from the CVM are valid if made by electronic message and sent to the electronic address of the fiduciary agent recorded in its registration information.
Art. 20. Persons who hold the position of fiduciary agent on the date of entry into force of this Instruction have a period of up to 60 (sixty) days, counted from January 1, 2018, to submit to the CVM the registration information provided for in the specific regulation dealing with the registry of participants in the securities market. § 1º Natural persons who hold the position of fiduciary agent on the date of entry into force of this Instruction must also send the registration information provided for in the caput, within the same deadline, however, the exercise of the function of fiduciary agent in new issuances is prohibited from the entry into force of this Instruction. § 2º The natural persons referred to in § 1º are exempt from disclosing and maintaining the information indicated in arts. 15 and 16 on a website. Art. 21. Non-compliance with the duties established in art. 11, items I, II, III, V, VI, X, XII and XXI, and in art. 12 of this Instruction is considered a serious offense, for the purposes of the provisions of art. 11, § 3º, of Law No. 6,385, of December 7, 1976. Art. 22. Annex II of CVM Instruction No. 400, of December 29, 2003, shall enter into force supplemented by item 14-C, with the following wording:
“14-C. Declaration signed by a statutory director of the fiduciary agent regarding the non-existence of a situation of conflict of interests that prevents the institution from exercising the function, accompanied by the following information, if the fiduciary agent does not have a registry with the CVM:
a) proof that it is an institution authorized by the Central Bank of Brazil to exercise the function; and b) registration information indicated in the specific regulation dealing with the registry of participants in the securities market” (NR) Art. 23. Art. 13 of CVM Instruction No. 414, of December 30, 2004, shall enter into force with the following wording:

COMMISSION OF SECURITIES AND EXCHANGE
“Art. 13. The rights, obligations and duties established by Law No. 9,514, of 1997, and by the rules governing the exercise of the function of fiduciary agent apply to the fiduciary agent of CRI.” (NR) Art. 24. Art. 17 of CVM Instruction No. 476, of January 16, 2009, shall enter into force with the following wording:
“Art. 17......
......
VI – disclose on its website the occurrence of a material fact, as defined by art. 2º of CVM Instruction No. 358, of 2002, immediately communicating it to the lead intermediary of the offer; VII – provide information requested by the CVM; and VIII – disclose on its website the annual report and other communications sent by the long-term promissory note agent and the fiduciary agent on the same date of their receipt, observing also the provisions of item IV of this article.” (NR) Art. 25. Arts. 30 and 31 of Instruction No. 480, of December 7, 2009, shall enter into force with the following wording:
“Art. 30......
......
XX – communications of the fiduciary agent prepared in compliance with art. 68, § 1º, item “c” of Law No. 6,404, of 1976, and the specific norm dealing with the exercise of the function of fiduciary agent; ...... ” (NR)
“Art. 31......
......

COMMISSION OF SECURITIES AND EXCHANGE
IX – communications of the fiduciary agent prepared in compliance with art. 68, § 1º, item “c” of Law No. 6,404, of 1976, and the specific norm dealing with the exercise of the function of fiduciary agent; ...... ” (NR) Art. 26. Annex 1 of Instruction No. 510, of December 5, 2011, shall enter into force with the following wording:
“PARTICIPANTS
......
XXXII - provider of certificate issuance services; XXXIII - provider of share bookkeeping services - equity investment fund; XXXIV - credit risk rating agencies; and XXXV - fiduciary agent.” (NR) Art. 27. Item XXXV is included in Annex 2 of Instruction No. 510, of 2011, with the wording given by Annex 27 of this Instruction. Art. 28. Art. 5º of Instruction No. 566, of July 31, 2015, shall enter into force with the following wording:
“Art. 5°......
§ 1º ......
......
II – include the presence of a contracted agent to represent and safeguard the interests and rights of the community of holders of promissory notes, subject to the specific norm that provides for the exercise of the function of fiduciary agent.

COMMISSION OF SECURITIES AND EXCHANGE
......” (NR)
Art. 29. Item 2.17 of Annex 1 of Instruction No. 566, of July 31, 2015, shall enter into force with the following wording:
“2.17. Note agent or the agent referred to in item II of § 1º of art. 5º, if applicable;” (NR) Art. 30. CVM Instruction No. 28 and CVM Explanatory Note No. 27, both of November 23, 1983, are repealed.
Art. 31. This Instruction enters into force 90 (ninety) days after the date of its publication.
Original signed by
LEONARDO P. GOMES PEREIRA
President

COMMISSION OF SECURITIES AND EXCHANGE
Annex 15
FIDUCIARY AGENT ANNUAL REPORT
Art. 1º The annual report of the fiduciary agent must describe the relevant events occurring during the fiscal year related to the execution of obligations assumed by the issuer, the administration of the separate estate, the assets securing the security and the amortization fund, and contain, at minimum, the following information:
I – compliance by the issuer with its obligations to provide periodic information, indicating inconsistencies or omissions of which it has knowledge; II – statutory alterations occurring in the social year with relevant effects for holders of securities; III – comments on economic, financial and capital structure indicators of the issuer related to contractual clauses intended to protect the interest of holders of securities and that establish conditions that should not be breached by the issuer; IV – quantity of securities issued, quantity of securities in circulation and balance cancelled in the period; V – redemption, amortization, conversion, repactuation and payment of interest of securities carried out in the period; VI – constitution and applications of the amortization fund or other types of funds, if any; VII – destination of resources raised through the issuance, according to information provided by the issuer; VIII – list of assets and values delivered to its administration, if any; IX – fulfillment of other obligations assumed by the issuer, debtor, assignor or guarantor in the issuance deed, in the securitization term of credit rights or in equivalent instrument; X – maintenance of the sufficiency and enforceability of guarantees;

COMMISSION OF SECURITIES AND EXCHANGE
XI – existence of other public or private issuances of securities made by the issuer, by affiliated, controlled, controlling company or part of the same group as the issuer in which it acted in the same fiscal year as fiduciary agent, as well as the following data on such issuances:
a) name of the offering company; b) value of the issuance; c) quantity of securities issued; d) type and guarantees involved; e) maturity date and interest rate; and f) default in the period.
XII – declaration regarding the non-existence of a situation of conflict of interests that prevents the fiduciary agent from continuing to exercise the function.

COMMISSION OF SECURITIES AND EXCHANGE
Annex 27
XXXV - REGISTRATION INFORMATION RELATING TO THE FIDUCIARY AGENT

1. General Data:
   1.1. Website address
   1.2. Corporate Name
   1.3. Date of start of corporate name
   1.4. Trade Name
   1.5. Date of start of trade name
   1.6. CNPJ or CPF
2. Address:
   2.1. Type of address
   2.2. Street
   2.3. Complement
   2.4. Neighborhood
   2.5. State
   2.6. City
   2.7. ZIP Code
   2.8. Telephone
   2.9. Fax
   2.10. E-mail
3. Director designated for contact:
   3.1. CPF
   3.2. Name

COMMISSION OF SECURITIES AND EXCHANGE
3.3. E-mail
3.4. Street
3.5. Complement
3.6. Neighborhood
3.7. State
3.8. City
3.9. ZIP Code
3.10. Related Phones
3.11. Related Fax