CVM Resolution No. 11 of November 18, 2020, as amended by CVM Resolution No. 179/23

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 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 RESOLUTION NO. 11, OF NOVEMBER 18, 2020
WITH THE CHANGES INTRODUCED BY CVM RESOLUTION NO. 179/23.

Provides for the constitution, administration, operation, disclosure of information, and distribution of shares of Investment Clubs.

THE PRESIDENT OF THE SECURITY AND EXCHANGE COMMISSION OF BRAZIL – CVM makes it public that the Collegiate Body, in a meeting held on November 17, 2020, based on the provisions of Articles 2, item V, 4, items I and II, 8, item I, 17, and 19, § 5, item I, of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:

CHAPTER I – SCOPE AND PURPOSE

Art. 1. This Resolution provides for the constitution, administration, operation, disclosure of information, and distribution of shares of Investment Clubs.

CHAPTER II – GENERAL CHARACTERISTICS

Section I – Registration of Operation

Art. 2. The Investment Club (“Club”) is an open condominium, constituted by a minimum of 3 (three) and a maximum of 50 (fifty) natural persons, for the application of resources in securities and financial assets.

Art. 3. The name of the Club must include the expression “Investment Club”.

Art. 4. The Club must be constituted by an act of the administrator, and its operation depends on registration with an organized market administrator entity.

Sole Paragraph. The organized market administrator entity must regulate the performance and maintain the appropriate controls over the activities of the Clubs registered with it.

Section II - Shares

Art. 5. The Club’s shares correspond to ideal fractions of its assets and must be book-entry and registered.

§ 1. The Club’s shares confer equal rights and obligations on the shareholders, and the creation of different classes is prohibited.

§ 2. The book-entry recording of the Club’s shares may be carried out by the administrator itself, even if it is not authorized by the CVM to provide securities book-entry services for third parties.

Art. 6. The quality of shareholder is characterized by the registration of the holder’s name in the Club’s shareholder register.

Art. 7. No shareholder may hold more than 40% (forty percent) of the total shares of the Club.

Art. 8. The trading of Club shares in regulated securities markets is prohibited.

Art. 9. In the issuance of the Club’s shares, the share value of the day or the day following the effective availability, by the administrator, of the invested resources must be used, as provided in the bylaws.

§ 1. The subscription of the Club’s shares must be made in:
I – national currency; or
II – securities and financial assets.

§ 2. The hypothesis referred to in item II of § 1 must be approved by all shareholders of the Club, in writing or in a general meeting.

Art. 10. The redemption of Club shares must comply with the following rules:
I – the bylaws must establish the period between the redemption request and the date of share conversion, understood, for the purposes of this Resolution, as the date of the share value calculation for the purpose of redemption payment; II – the conversion of shares must occur at the share value on the conversion date; III – the redemption payment must be made by check, account credit, or payment order, within the period established in the bylaws, which cannot exceed 5 (five) business days, counted from the date of share conversion; IV – the bylaws may establish a waiting period for redemption, with or without earnings; and V – except in exceptional cases of illiquidity of the assets comprising the fund’s portfolio, including due to redemption requests incompatible with existing liquidity, a fine of 0.5% (zero point five percent) of the redemption value is due to the shareholder, to be paid by the Club’s administrator, per day of delay in the payment of share redemption.

Sole Paragraph. In Clubs whose bylaws establish a conversion date different from the redemption date, redemption payment on a date different from the redemption request, or a waiting period for redemption, such facts must be expressly communicated to shareholders upon their entry into the Club.

Section III - Share Distribution

Art. 11. The distribution of Club shares does not require registration with the CVM, but must be carried out through members of the securities distribution system.

Art. 12. The search for shareholders using public communication services, such as the press, radio, television, and pages open to the public on the worldwide computer network, as well as by sending direct mail, including electronically, is prohibited.

Sole Paragraph. The organized market administrator entity must regulate the content of the material used in the distribution of Club shares and the practices adopted for such distribution, monitoring compliance with such regulation through its self-regulation department.

CHAPTER III - CLUB BYLAWS

Art. 13. The Club’s bylaws must provide, at a minimum, on the following matters:
I – qualification of the administrator;
II – qualification of the portfolio manager, in cases of option for management in the form of items II and III of art. 20, and of the custodian, if this is not the administrator itself; III – duration period, if determined or undetermined; IV – investment policy to be adopted, containing, at a minimum:
a) the assets that may comprise the Club’s assets and the investment diversification requirements; and b) the possibility of the Club carrying out operations in the derivatives market; V – administration fee, fixed and expressed as an annual percentage of net assets (base 252 days); VI – performance fee, if applicable; VII – other Club charges, in accordance with the provisions of art. 37; VIII – conditions for the application and redemption of shares, including regarding periods; IX – profit distribution policy, if applicable, comprising payment periods and conditions, observing the provisions of the sole paragraph; X – fiscal year of the Club; XI – information disclosure policy, including those related to portfolio composition; XII – policy regarding the exercise of voting rights of the Club, in general meetings of the companies in which the Club holds participation; XIII – obligations and responsibilities of the administrator and the manager; XIV – method of convening and deadline for holding the general meeting; and XV – manner and conditions for dissolution and liquidation of the Club.

Sole Paragraph. The administrator may directly allocate to shareholders the amounts attributed to the Club as dividends, interest on equity, or other earnings arising from assets that integrate its portfolio, provided that this is expressly authorized by the bylaws.

Art. 14. The amendment of the bylaws depends on the prior approval of the general meeting of shareholders, being effective from the date deliberated by the meeting.

Sole Paragraph. Unless approved by the unanimity of the Club’s shareholders, amendments to the bylaws are effective at least 30 (thirty) days after communication to the shareholders, carried out in the manner regulated by the organized market administrator entity, in the following cases:
I – increase or change in the calculation of administration or performance fees; II – change in the investment policy; III – change in redemption conditions; and IV – incorporation, spin-off, or merger that results in a change, for the shareholders involved, of the conditions listed in the preceding items.

Art. 15. The bylaws may be amended, independently of the general meeting, whenever such amendment results exclusively from:
I – compliance with express requirements of the CVM or the organized market administrator entity; II – adaptation to legal or regulatory norms; III – due to the update of the administrator’s, or, if applicable, the manager’s or custodian’s, registration data; or IV – exclusion or reduction of administration or performance fees or other charges.

Sole Paragraph. The amendments referred to in the caput must be communicated to the shareholders, by the means established by the organized market administrator entity, within a period of up to 30 (thirty) days, counted from the date on which they were implemented.

CHAPTER IV - GENERAL MEETING

Art. 16. It is exclusively within the competence of the general meeting of shareholders to deliberate on:
I – the financial statements presented by the administrator; II – the replacement of the administrator or, in case of election by the meeting, the manager; III – the merger, incorporation, spin-off, transformation, dissolution, or liquidation of the Club; IV – the increase in the administration fee; V – the alteration of the Club’s investment policy; and VI – the alteration of the bylaws.

Sole Paragraph. Annually, within the 120 (one hundred and twenty) days immediately following the closing of the last fiscal year, an ordinary general meeting must be held to review the Club’s financial statements, in addition to matters on the agenda.

Art. 17. Partners, directors, employees, and agents of the administrator or the contracted manager, and of companies linked to them, including autonomous investment agents who provide services to them, are prohibited from voting in the Club’s general meetings.

Sole Paragraph. The prohibitions contained in the caput do not apply to Clubs formed exclusively by partners, directors, employees, agents, and autonomous investment agents of the administrator or the contracted manager or of companies linked to them.

Art. 17. Partners, directors, employees, and agents of the administrator or the contracted manager, and of companies linked to them, including investment advisors who provide services to them, are prohibited from voting in the Club’s general meetings.

Sole Paragraph. The prohibitions contained in the caput do not apply to Clubs formed exclusively by partners, directors, employees, agents, and investment advisors of the administrator or the contracted manager or of companies linked to them.

• Art. 17 with wording given by CVM Resolution No. 179, of February 14, 2023.

Art. 18. It is incumbent upon the organized market administrator entity to regulate:
I – the competence, deadlines, and procedures for convening meetings; II – the method of making information available to shareholders; III – the rules for installation, organization, and deliberation of meetings, including those related to quorum, as well as the rules regarding the formalization of deliberations; and IV – the method and deadlines for communicating deliberations to shareholders and to the organized market administrator entity.

Sole Paragraph. In compliance with the provisions of the caput, the organized market administrator entity may allow the adoption of electronic means and non-presidential forms of deliberation, establishing the corresponding mechanisms for controlling the regularity of the procedures adopted.

CHAPTER V - ADMINISTRATION

Section I - General Provisions

Art. 19. The Club must be administered by a brokerage firm, distribution company, investment bank, or multiple bank with an investment portfolio, which is responsible for the set of activities and services related directly and indirectly to its operation and maintenance.

Sole Paragraph. The activity of administering Clubs must be under the direct supervision and responsibility of a statutory director of the administrator, who may cumulate it with other obligations and responsibilities, provided there is no conflict between the activities.

Art. 20. The management of the Club’s portfolio may be exercised:
I – by the administrator, provided it is previously authorized by the CVM to exercise the activity of securities portfolio administrator and elected by the general meeting; II – by natural or legal persons contracted by the administrator, provided they are previously authorized by the CVM to exercise the activity of securities portfolio administrator; or III – by one or more shareholders, elected by the general meeting, observing the provisions of § 2.

§ 1. The management of the Club’s portfolio by an autonomous investment agent is prohibited, even if they are a shareholder.

§ 1. The management of the Club’s portfolio by an investment advisor is prohibited, even if they are a shareholder.

• § 1 with wording given by CVM Resolution No. 179, of February 14, 2023.

§ 2. In the case of management by a shareholder, it is prohibited for this person:
I – to have more than one Club under their management; and II – to receive any kind of remuneration or benefit, direct or indirect, for the services rendered to the Club.

§ 3. Contracts entered into in the form of the caput, item II, must stipulate joint and several liability between the administrator and the contracted manager for any damages caused to the Club’s shareholders due to conduct contrary to the law, regulation, or bylaws.

Section II - Obligations of the Administrator and Manager

Art. 21. The administrator must exercise its activities with good faith, transparency, diligence, and loyalty towards the Club and shareholders.

§ 1. Examples of violation of the administrator’s duty of loyalty are the following hypotheses:
I – omitting in the exercise or protection of the Club’s rights, including by failing to adopt the appropriate judicial measures, if necessary; II – not exercising, or not diligently ensuring the exercise of, all rights arising from the assets and activities of the Club; III – allowing the Club to carry out operations that, due to their volume or their effects on the composition of the portfolio, are predominantly intended to generate brokerage commissions; and IV – treating Club shareholders inequitably.

§ 2. Without prejudice to the provisions of the bylaws and other applicable norms, the duties of the Club’s administrator are:
I – to diligently ensure that documents and records, administrative and financial, related to the registration and identification of shareholders, general meetings, operations, and assets of the Club, and contracts entered into, are kept updated and in perfect order, at its own expense, in the manner established by the organized market administrator entity:
a) the proof of sending communications and documents to the organized market administrator entity and communications and statements to shareholders; and b) the documentation necessary to prove compliance with tax obligations; II – settle the operations carried out by the Club, including receiving, on its behalf, earnings or any other amounts due to it; III – carry out, directly or through a third party, duly qualified and authorized, the book-entry recording of the issuance and redemption of shares; IV – keep the securities, financial assets, and other financial assets registered in a deposit account in the name of the Club, in accordance with the sole paragraph of art. 30; V – prepare and disclose at least the information provided for in Chapters VII and VIII, observing the provisions of the Club’s bylaws and applicable regulation; VI – make all communications provided for in law or in regulation applicable to the CVM or the organized market administrator entity; VII – maintain a shareholder service, which is responsible for clarifying doubts and receiving complaints and reports, as well as taking the appropriate measures for each case, which must be recorded, with the records kept in the manner of § 4; VIII – enforce the deliberations of the general meetings; IX – ensure that, upon their entry into the Club, shareholders receive a copy of the bylaws, observing the norms established in the form of art. 34; X – hire the manager and custodian, if applicable; and XI – control and supervise the activities related to the management of the Club’s portfolio, paying attention to any indications pointing to the occurrence of irregular or prohibited conduct.

§ 3. The shareholder service referred to in item VII of § 2 may be subordinate to other organizational structures of the ombudsman.

Art. 22. The duties of the Club’s manager are:
I – to exercise its activities with good faith, transparency, diligence, and loyalty; II – faithfully comply with applicable legal and regulatory provisions; III – observe the provisions contained in the bylaws; and IV – comply with the deliberations of the general meeting.

Art. 23. The administrator and manager must transfer to the Club any benefit or advantage they may achieve as a result of their status.

Section III - Prohibitions for the Administrator and Manager

Art. 24. It is prohibited for the administrator and manager of the Club to perform the following acts on behalf of the Club:
I – contract or make loans, except for the hypotheses described in the sole paragraph; II – provide guarantee, aval, acceptance, or co-obligate in any other form; III – sell shares on installment; IV – promise predetermined earnings to shareholders; V – apply resources directly abroad; VI – acquire shares of its own Club; and VII – use Club resources to pay for insurance against financial losses of shareholders.

Sole Paragraph. Clubs may use their assets to provide guarantees for their own operations, as well as lend and borrow securities and financial assets in loans, provided that such loan operations are carried out exclusively through a service authorized by the Central Bank of Brazil or the CVM.

Section IV - Remuneration of the Administrator and Manager

Art. 25. The regime for charging administration and performance fees must be defined by the organized market administrator entity, taking into account the provisions in the regulation that provides for investment funds, insofar as applicable.

Section V - Replacement of the Administrator and Manager

Art. 26. The administrator and portfolio manager of the Club must be replaced in the following cases:
I – suspension, revocation, or cancellation of the authorization to exercise the activity of portfolio administration, in the case of management exercised by the persons referred to in art. 20, items I and II; II – resignation; or III – dismissal, by deliberation of the general meeting or, in the case of a contracted manager, by act of the administrator.

§ 1. It is incumbent upon the organized market administrator entity to define the procedures applicable to the hypotheses described in items I to III of the caput.

§ 2. The provisions of this article also apply to the Club’s custodian.

CHAPTER VI - PORTFOLIO

Art. 27. The Club must have, at a minimum, 67% (sixty-seven percent) of its net assets invested in:
I – stocks;

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 11, DE 18 DE NOVEMBRO DE 2020

II – subscription bonuses;
III – convertible debentures into shares, issued by open companies; IV – subscription receipts; V – shares of stock index funds traded in organized markets; and VI – depositary receipts of shares. Sole paragraph. In calculating the minimum percentage referred to in this article:
I – the assets pledged in loans and the collateral deposited in excess must be considered, provided they are constituted by the securities referred to in the caput; and II – the assets referred to in the caput that are deposited as collateral for own operations must not be considered.

Art. 28. The amount exceeding the percentage established in art. 27 may be invested in:
I – other securities issued by open companies; II – shares of investment funds of the classes “Short Term”, “Referenced” and “Fixed Income”; III – federal public bonds; IV – securities of financial institutions; V – purchase of options, observing the provisions of §§ 1º and 2º of this article; and VI – depositary receipts of securities within the scope of Level I, Level II and Level III BDR programs.

§ 1º The Club may carry out other operations in derivatives markets, in addition to those referred to in item V of the caput, with the organized market operating entity being responsible for:
I – establishing the admitted operational modalities, as well as exposure and leverage limits resulting from operations carried out in the derivatives market, taking into account the provisions of § 2º; II – regulating the form and limits of use of the Club’s assets to provide collateral for own operations; III – defining risk management procedures to be adopted by the administrator in case of use of derivatives; and IV – defining procedures and deadlines for adjusting the portfolio composition in case of non-compliance.

§ 2º In regulating the provisions of § 1º, the organized market operating entity must observe the following criteria:
I – in any case, the main risk factor of the Club must be the variation in the price of the assets acquired in the manner of the caput of art. 27, only allowing operations with derivatives that have, as the underlying asset, shares or share indices; II – the Club may only carry out operations with derivatives in stock exchange markets; III – exposure and leverage limits in the derivatives market, as well as the possibility of using a certain operational modality, must be defined taking into account the protection of the Club’s net equity; and IV – the writing of naked options is prohibited.

Art. 29. The Club is prohibited from:
I – carrying out operations with securities outside organized markets; II – acquiring titles or securities issued by the administrator, manager, or companies affiliated with them; and III – acquiring shares of investment funds managed or managed by the administrator, the manager, or companies affiliated with them.

§ 1º The provisions of item I of the caput do not apply to cases of public distribution, exercise of preemptive rights, conversion of debentures into shares, and exercise of subscription bonuses, as well as other cases in which the organized market operating entity in which the Club is registered has granted prior and express authorization, in accordance with the regulation issued by it.

§ 2º The provisions of item II of the caput do not apply to:
I – cases where the titles and securities are part of a market index to which the Club’s investment policy is linked, when they may be acquired in the same proportion as their participation in the respective index; and II – cases of acquisition of shares issued by the company by Clubs formed by its employees.

Art. 30. Only financial assets admitted to trading in organized markets, or registered in a registration, custody, or financial settlement system duly authorized by the Central Bank of Brazil or by the CVM, within their respective areas of competence, may compose the Club’s portfolio.

Sole paragraph. The financial assets referred to in the caput must be kept in specific deposit accounts, opened directly in the name of the Club, with the administrator responsible for maintaining such accounts even in the event of contracting third parties as custodians.

CHAPTER VII - DISCLOSURE OF INFORMATION

Art. 31. The administrator must provide the organized market operating entity in which the Club is registered, in the form and periodicity determined by it, with the following information about the Club, without prejudice to other requirements of such entity:
I – number of participants;
II – net equity value and share value;
III – period return;
IV – statement of portfolio composition and diversification; and V – data regarding unit holder complaints.

Art. 32. The organized market operating entity must send to the CVM:
I – by the 15th (fifteenth) day of each month:
a) consolidated report on the portfolios of the Clubs registered therein; b) report containing numerical and concise information regarding unit holder complaints; and c) descriptive report on possible non-compliance with legal and regulatory provisions, mentioning the analyses started and concluded during the period, those involved, the irregularities identified, the penalties applied, and other measures adopted. II – semi-annually, the form contained in Annex A, for each of the Clubs registered therein.

Art. 33. The administrator must send to each unit holder:
I – monthly, a statement containing the information contained in Annex B; and II – annually:
a) by January 31, the Club’s performance statement, which must be produced in a standardized format, according to a model to be defined by the organized market operating entity; and b) by the last day of February, information on the number of shares owned by the unit holder and their respective book value, as well as the proof for income tax declaration purposes.

Art. 34. The organized market operating entity must regulate the sending of information to unit holders, and may:
I – establish additional obligations for administrators; and II – define the necessary procedures in case of sending or making available documents or information electronically and for the corresponding proof.

Art. 35. The Club must have its own accounting records, and accounts and financial statements must be segregated.

Art. 36. The Club’s fiscal year must end every 12 (twelve) months, at which time the Club’s financial statements for the fiscal year must be prepared.

§ 1º The date of closing the Club’s fiscal year must coincide with the end of one of the months of the civil calendar.

§ 2º The accounts, periodic accounting information, and financial statements of the Club must comply with the specific CVM standard on the subject.

§ 3º Entry into Clubs that do not have their financial statements audited is conditioned on the signing of a statement of knowledge, according to a model established by the organized market operating entity.

§ 4º The statement referred to in the preceding paragraph must be maintained as established in art. 43.

CHAPTER VIII - CHARGES OF THE CLUB

Art. 37. The following constitute charges of the Club:
I – taxes, levies, or contributions, federal, state, municipal, or autonomous, that apply or may apply to the assets, rights, and obligations of the Club; II – expenses with the registration of documents in notary offices, printing, dispatch, and publication of reports and periodic information, if applicable; III – expenses with correspondence of interest to the Club, including communications to unit holders; IV – fees and charges of the independent auditor, if any; V – emoluments and commissions paid for operations of the Club; VI – attorney’s fees and expenses incurred in defending the interests of the Club, in court or out of court, including the value of the judgment imposed on the Club, if applicable; VII – expenses related, directly or indirectly, to the exercise of voting rights of the Club by the administrator or its legally constituted representatives, in general assemblies of the companies in which the Club holds participation; VIII – custody and settlement expenses and bank fees; IX – fees charged by the organized market operating entity in which they are registered; and X – administration and performance fees.

§ 1º Any expenses not expressly provided for in this Resolution as charges of the Club must be borne by the administrator.

§ 2º The administrator may establish that portions of the administration fee are paid directly by the Club to the contracted service providers.

§ 3º If the sum of the portions referred to in § 2º exceeds the total amount of the administration fee fixed in the statutes, the payment of charges exceeding this limit must be at the expense of the administrator.

CHAPTER IX - INCORPORATION, MERGER, SPIN-OFF, AND TRANSFORMATION OF CLUBS

Art. 38. It is the responsibility of the organized market operating entity to regulate and authorize operations of incorporation, merger, spin-off, and transformation of Clubs, observing the provisions of the regulation on investment funds, where applicable.

CHAPTER X - LIQUIDATION, DISSOLUTION, AND CLOSURE OF CLUBS

Art. 39. It is the responsibility of the organized market operating entity to regulate the procedures for liquidation, dissolution, and closure of Clubs, observing the provisions on investment funds, where applicable.

CHAPTER XI - REGULATION AND SUPERVISION BY THE MARKET OPERATING ENTITY

Art. 40. The organized market operating entity must regulate the organization and functioning of the Clubs registered therein, establishing rules and procedures, including prudential rules, complementary to this Resolution.

Sole paragraph. The regulations to be promulgated, as well as any amendments thereto, must be previously approved by the CVM, observing the procedure provided for in the regulation on the functioning of regulated securities markets, where applicable.

Art. 41. It is also the responsibility of the organized market operating entity, through its self-regulation department and in accordance with the regulation on the functioning of regulated securities markets, where applicable, to monitor and supervise the activities of the Clubs registered therein, as well as their administrators and managers, imposing the penalties resulting from the violation of the provisions of this Resolution and those established by it.

Art. 42. The activities developed by the self-regulation department, in accordance with this Resolution, must be included in the annual work program of the said department, in accordance with the regulation on the functioning of regulated securities markets, where applicable.

CHAPTER XII – MAINTENANCE OF ARCHIVES

Art. 43. The administrator must maintain, for a minimum period of 5 (five) years, or for a longer period as expressly determined by the CVM or the organized market operating entity, all documents and information required by this Resolution.

§ 1º Digitized images are admitted in place of original documents, provided that the process is carried out in accordance with the law on the preparation and archiving of public and private documents in electronic media, and with the decree establishing the technique and requirements for the digitization of these documents.

§ 2º The original document may be discarded after digitization, except if it presents physical damage that impairs its legibility.

CHAPTER XIII - PENALTIES

Art. 44. Without prejudice to the investigation of irregularities and application of penalties by the organized market operating entity, the CVM may initiate its own procedures and apply penalties due to non-compliance with the provisions of this Resolution.

Art. 45. Violation of arts. 2º; 4º; 7º; 8º; 11; 12, caput; 13; 16, sole paragraph; 17, caput; 19; 20; 21, §§ 2º and 4º; 22; 23; 24; 27; 28; 29, caput; 30; 36 and 47 is considered a serious offense, for the purposes of art. 11, § 3º, of Law No. 6.385, of 1976.

CHAPTER XIV - FINAL PROVISIONS

Art. 46. In the event of a decree of intervention, temporary special administration, extrajudicial liquidation, or bankruptcy of the Club’s administrator, the receiver, temporary administrator, or liquidator are obliged to comply with the provisions of this Resolution.

Sole paragraph. The receiver, temporary administrator, or liquidator may convene a general meeting of unit holders to deliberate on the transfer of the Club’s administration to another financial institution or on its liquidation or dissolution.

Art. 47. A Club whose number of unit holders exceeded, on April 26, 2011, the limit provided for in art. 2º, may remain in this situation, with entry of new unit holders prohibited.

Art. 48. CVM Instruction No. 494, of April 20, 2011, is revoked, and art. 7º of CVM Instruction No. 585, of April 5, 2017, is revoked.

Art. 49. This Resolution enters into force on December 1, 2020.

Electronically signed by
MARCELO BARBOSA
PRESIDENT

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 11, DE 18 DE NOVEMBRO DE 2020

ANNEX A TO CVM RESOLUTION NO. 11, OF NOVEMBER 18, 2020
Investment Club Information Form referred to in art. 32, item II.

1. Base date:
2. Club Name:
3. CNPJ/ME:
4. Administrator:
5. Net equity (in R$):
6. Number of unit holders:
7. Share value:

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 11, DE 18 DE NOVEMBRO DE 2020

ANNEX B TO CVM RESOLUTION NO. 11, OF NOVEMBER 18, 2020
Content of the information statement for unit holders referred to in art. 33, item I.

1. Club Name and its registration number in the National Registry of Legal Entities of the Ministry of Economy – CNPJ/ME;
2. Name, address, and registration number of the administrator in the National Registry of Legal Entities of the Ministry of Economy – CNPJ/ME;
3. Unit holder name;
4. Quantity and value of shares held at the beginning and end of the period and the movement occurred during it;
5. Net equity value of the Club at the beginning and end of the period;
6. Information regarding the composition and diversification of the Club’s portfolio at the end of the period, specified as follows:
   A1) For securities: type of security, issuer name, and trading code; A2) For derivative contracts: contract type, underlying asset, and maturity date; B) Quantity; C) Market value of the position; and D) Percentage of the Club’s net equity.
7. Net return of the Club, calculated between the last business day of the previous month and the last business day of the reference month of the statement, also informing the period benchmark, if any;
8. Total expenses incurred by the Club during the period with operational expenses, specified as follows:

CLUB EXPENSES
PERCENTAGE RELATIVE TO
DAILY AVERAGE NET EQUITY IN [●]
Administration fee
(includes administration and performance fees, if any, of funds in which this Club has invested) Fixed portion Variable portion (performance fee) Custody, settlement, and fees Independent audit (if any) Brokerage Other expenses Total operational expense
9. Date of issuance of this statement; and
10. Mailing address, electronic address, and phone number of the unit holder service, referred to in art. 21, § 2º, item VII.