CVM Instruction No. 606 of March 25, 2019

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 606, OF MARCH 25, 2019 Amends CVM Instruction No. 555, of December 17, 2014.

THE ACTING PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM makes public that the Collegiate Board, in a meeting held on March 20, 2019, based on arts. 2, V, and 8, I, of Law No. 6.385, of December 7, 1976, and arts. 2 and 3 of Law No. 12.431, of June 24, 2011, APPROVED the following Instruction:

Art. 1 Arts. 103, 105, 107, 118, 126 and 129 of CVM Instruction No. 555, of December 17, 2014, shall enter into force with the following wording:

“Art. 103. ......
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§ 5 The limits set forth in this article do not apply to the investment portfolio of the Incentivized Infrastructure Investment Funds – FI-Infra of Section IV of Chapter X of this Instruction.” (NR)

“Art. 105. ......
§ 1 The administrator must communicate to the CVM, after the 15 (fifteen) day period referred to in the caput has expired, the occurrence of non-compliance, with the appropriate justifications, also informing of the re-compliance of the portfolio, at the time it occurs. § 2 Without prejudice to the obligations provided in the preceding paragraph, the administrator and the manager are not subject to the penalties applicable for passive non-compliance with the concentration limits by issuer during the divestment period provided for in the regulations of investment funds constituted in the form of a closed-end condominium or as per resolution of the unitholders’ general meeting.” (NR)

“Art. 107. ......

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§ 1 Equity Funds – Access Market shall have a period of 180 (one hundred and eighty) days to reach the concentration limits by issuer and by asset class established in their regulations, whether closed-end or open-end.
§ 2 FI-Infra shall have the period provided for in specific legislation to reach the percentage limit for compliance of their investments in financial assets listed in art. 2 of Law No. 12.431, of June 24, 2011.
§ 3 FI-Infra shall have a period of 2 (two) years to reach the limits set forth in art. 131-B of this Instruction, counted from the date of the first subscription of shares, for open-end funds, and from the date of closure of the distribution, for closed-end funds.” (NR)

“Art. 118. ......
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§ 3 The provision set forth in item I of the caput of this article does not apply to FI-Infra of Section IV of Chapter X of this Instruction.” (NR)

“Art. 126. The limits established in items I and II of art. 103, §§ 6 and 7 of art. 119 and in art. 131-B are computed double in the investment funds governed by this Chapter.” (NR)

“Art. 129. ......
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III – non-observance of the obligations set forth in items I to V of art. 56; IV – application of its resources in any investment fund registered with the CVM; and V – in the case of FI-Infra of Section IV of Chapter X of this Instruction, non-observance of the concentration limit by issuer of art. 131-B.

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......” (NR)

Art. 2 Chapter X of CVM Instruction No. 555, of December 17, 2014, shall enter into force augmented with Section IV with the following wording:

“Section IV – Incentivized Infrastructure Investment Funds Art. 131-A. The incentivized infrastructure investment funds – FI-Infra and the investment funds in shares of incentivized infrastructure investment funds – FIC-FI-Infra are included among the funds defined in art. 3 of Law No. 12.431, of 2011, and have as their objective compliance with the tax regime established in that Law. § 1 FI-Infra and FIC-FI-Infra are funds of the Fixed Income class, according to the classification contained in Subsection I of Section VI of Chapter IX of this Instruction and may be constituted in the form of a closed-end or open-end condominium. § 2 The name of the fund may not contain terms incompatible with its objective, its investment policy, its target audience or the eventual specific tax treatment to which the fund or its unitholders are subject, and must contain the expression "Incentivized Infrastructure Investment Fund" identifying, furthermore, the direction of a predominant portion of its resources to specific segment or segments, if any. § 3 The regulation and marketing material of the FI-Infra, including the prospectus, if any, must inform the tax benefits of the fund and of the unitholders, if applicable, and the conditions that must be observed for the maintenance of these benefits, and highlight the risks inherent to the concentration and possible illiquidity of the assets that make up the portfolio resulting from its investments. § 4 The regulation of the FI-Infra must provide that the application of its resources in the financial assets referred to in art. 2 of Law No. 12.431, of 2011, may not be below the compliance limit defined in terms of that Law.

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Art. 131-B. The maximum exposure per issuer of securities that comply with the provisions of art. 2 of Law No. 12.431, of 2011, contained in the investment portfolio of FI-Infra distributed to investors who are not considered qualified, in terms of specific regulation, shall be 20% (twenty percent) of the net assets. § 1 The exposure limits per issuer imposed by this Instruction apply in the case of the other assets that make up the portfolio of the FI-Infra, without prejudice to the provisions of art. 131-A. § 2 Real Estate Receivable Certificates – CRI and shares of Investment Funds in Credit Rights – FIDC constituted in the form of a closed-end condominium must be of a single class or senior class. § 3 For the purposes of the provision in the caput, the provisions of §§ 1 and 2 of art. 102 apply to the issuer, without prejudice to the provisions of § 4 of this article. § 4 For the purposes of the provision in the caput, in the case of debentures issued by a special purpose entity – SPE, constituted in the form of a corporation, the limit shall be computed considering the SPE as an independent issuer, provided that there is constitution of guarantees regarding the fulfillment of the main and accessory obligations and that they are not granted by companies integrated into its economic group, except in the case of real guarantees incident on the shares of issuance of the SPE owned by such companies. § 5 If the fund’s investment policy allows investment in CRI, or in shares of issuance of FIDC constituted in the form of a closed-end condominium, the administrator must ensure that, in the consolidation of investments, the obligations provided for in this article are met. § 6 The consolidation of investments mentioned in § 5 of this article is waived in the case of FIDC administered or managed by third parties not linked to the administrator or manager of the investing fund.

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§ 7 Only closed-end FI-Infra shares that comply with the provisions of this article may be acquired in organized securities markets by investors who do not meet the requirements of specific regulation for qualified investors.
§ 8 It is incumbent upon intermediaries to ensure compliance with § 7 with respect to their clients.” (NR)

Art. 3 Administrators of funds regulated by CVM Instruction No. 555, of 2014, that are in operation on the date of publication of this Instruction, and that have as their objective compliance with the tax regime established in Law No. 12.431, of 2011, may, upon approval in a general meeting of unitholders, migrate to the regime established for Incentivized Infrastructure Investment Funds – FI-Infra of Section IV of Chapter X of that Instruction, subject to meeting the requirements applicable to FI-Infra within a period of 2 (two) years, counted from the date of the holding of the meeting.”

Art. 4 This Instruction enters into force on the date of its publication.

Signed original by
CARLOS ALBERTO REBELLO SOBRINHO
Acting President