CVM Resolution No. 82 of March 29, 2022

SECURITIES 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. 82, OF MARCH 29, 2022

Establishes the Investment Fund of the Severance Indemnity Fund and revokes CVM Instruction No. 462, of November 26, 2007.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes it public that the Collegiate Board, in a meeting held on March 23, 2022, in accordance with the provisions of Art. 8, item I, of Law No. 6.385, of December 7, 1976, Art. 1, § 1, of Law No. 11.491, of June 20, 2007, and Arts. 5 and 14 of Decree No. 10.139, of November 28, 2019, APPROVED the following Resolution:

CHAPTER I – SCOPE AND PURPOSE

Art. 1. This Resolution provides for the administration, functioning, and disclosure of information of the Investment Fund of the Severance Indemnity Fund (FI-FGTS).

CHAPTER II – CHARACTERISTICS

Section I – General Provisions

Art. 2. The FI-FGTS is a pooling of resources, constituted in the form of an open-ended condominium, intended for investment in the construction, renovation, expansion, or implementation of projects in infrastructure in the sectors of airports, highways, ports, waterways, railways, energy, and sanitation.

Art. 3. The fund must adopt the designation “Investment Fund of the Severance Indemnity Fund”, the addition of any other terms or expressions being prohibited.

Art. 4. The fund is governed by its bylaws, being exempt from the preparation of a prospectus.

Art. 5. The fund is administered and managed by Caixa Econômica Federal.

Art. 6. The fund may have as unitholders only the Severance Indemnity Fund (FGTS) and, when authorized by the FGTS Curator Council, the Investment Fund in FI-FGTS Units.

Section II – Units

Art. 7. The fund’s units correspond to ideal fractions of its assets and are book-entry and registered.

Art. 8. The unit value corresponds to the division of the fund’s net assets by the number of units issued.

Art. 9. The issuance and redemption of units must observe what is provided by the FGTS Curator Council, and the rules to be established must be included in the bylaws.

Art. 10. The distribution of FI-FGTS units is independent of registration with the CVM.

CHAPTER III – BYLAWS

Section I – Mandatory Provisions

Art. 11. The bylaws must provide for:
I – qualification of the administrator;
II – qualification of the custodian;
III – conditions and deadlines for investment and redemption; IV – duration period; V – investment policy, specifying the roles of the FGTS Curator Council and the Investment Committee in the analysis and selection of FI-FGTS investments; VI – definition of the maximum risk exposure of the fund’s investments and the methods used by the administrator to manage them; VII – existence and conditions of the guarantee referred to in Art. 7, item IX, of Law No. 8.036, of May 11, 1990; VIII – administration fee, fixed and expressed as an annual percentage of net assets (252-day basis); IX – performance-based remuneration fee (performance fee), if applicable; X – other fund expenses; XI – information disclosure policy to interested parties, including those related to portfolio composition, which must be identical for all who request it; XII – policy regarding the exercise of voting rights of the FI-FGTS, by the administrator or its legally constituted representatives, in general assemblies of companies in which the fund has participation; and XIII – information on the applicable taxation for the fund and its unitholders.

§ 1. In defining the investment policy, information must be provided on:
I – the financial assets and participations eligible for acquisition by the fund and the respective maximum investment percentages; II – the maximum exposure percentages of the fund in each of the sectors mentioned in Art. 2; III – the maximum investment percentages in each undertaking; IV – the maximum investment percentages in financial assets issued by the same natural or legal person; and V – the maximum investment percentages in financial assets issued or owned by the administrator or a company affiliated with it.

§ 2. The information disclosure policy required in item XI of the main text must cover at least the following:
I – the minimum frequency for disclosing the fund’s portfolio composition; II – the level of detail of the information; and III – the location and means for requesting and disclosing information.

§ 3. The disclosure policy must be identical for all investment consultants, rating agencies, and other interested parties.

§ 4. Identical treatment must always be afforded to the set of unitholders regarding the disclosure of information, and, if applicable, that contained in the disclosure policy referring to them.

§ 5. In the event of hiring a risk rating agency by the FI-FGTS, the specific regulation of investment funds applies.

Section II – Amendments

Art. 12. The bylaws may be amended by determination of the FGTS Curator Council, which shall determine the date from which the amendment shall be effective.

Art. 13. The administrator must forward to the CVM, on the date of commencement of the amendments’ validity, a copy of the new bylaws, consolidating the amendments made.

Art. 14. The bylaws may be amended, independent of determination by the FGTS Curator Council, to meet express requirements of the CVM for compliance with legal or regulatory norms, or, furthermore, due to the update of the administrator’s or the fund’s custodian’s registration data, such as corporate name, address, and telephone.

Art. 15. The administrator has a period of 30 (thirty) days, unless otherwise determined, to proceed with the amendments determined by the CVM, counted from the receipt of the correspondence formulating said requirements.

CHAPTER IV – FGTS CURATOR COUNCIL

Art. 16. Without prejudice to the provisions of Art. 5, item XIII, of Law No. 8.036, of 1990, it is incumbent upon the FGTS Curator Council to deliberate on:
I – the financial statements presented by the administrator; II – the definition of the administration fee; III – alteration of the investment policy; and IV – alteration of the bylaws.

CHAPTER V – INVESTMENT COMMITTEE

Art. 17. It is incumbent upon the FI-FGTS Investment Committee, without prejudice to other duties that may be delegated to it by the FGTS Curator Council, and which in this case must be included in the bylaws:
I – submit to the FGTS Curator Council a proposal for the FI-FGTS investment policy; and II – approve the investments and divestments of the FI-FGTS.

Art. 18. The manner of deliberation, functioning, and composition of the Investment Committee must be provided for in the bylaws.

Art. 19. The Investment Committee cannot be remunerated at the expense of the fund.

Art. 20. The existence of the Investment Committee does not exclude the administrator’s responsibilities for the fund’s operations.

Sole Paragraph. The members of the Investment Committee must inform the administrator and the FGTS Curator Council of any situation that places them, potentially or effectively, in a conflict of interest situation with the fund.

CHAPTER VI – ADMINISTRATION

Section I – Services

Art. 21. The hiring of services by the administrator must count on prior and careful analysis and selection of the contractor, and the administrator must also appear in the contract as an intervening consenting party.

§ 1. The administrator may hire, in the name of the fund, from duly qualified and authorized third parties, the services of securities consulting and risk classification by a specialized agency constituted in the Country.

§ 2. The administrator must hire, in the name of the fund, from duly qualified and authorized third parties, the independent audit service.

§ 3. Contracts entered into in the name of the fund must provide for joint and several liability between the administrator and the contracted third parties for any damages caused to unitholders due to conduct contrary to the law, the bylaws, and regulatory acts issued by the CVM.

§ 4. Independent of the joint and several liability referred to in § 3, the administrator is liable for damages resulting from its own acts and omissions that it caused, whenever it acts in a manner contrary to the law, the bylaws, and regulatory acts issued by the CVM.

§ 6. Without prejudice to the provisions of § 3, the administrator and each contracted service provider are liable to the CVM, within the scope of their respective competencies, for their own acts and omissions contrary to the law, the fund’s bylaws, and applicable regulatory provisions.

§ 7. The contracts referred to in this article must be kept by the administrator and respective contractors at the disposal of the CVM.

Section II – Remuneration

Art. 22. The bylaws must provide for the administration fee, and there may be remuneration based on the fund’s result (performance fee), with the charging of entry or exit fees being prohibited.

§ 1. The administration fee provided for in the main text cannot be increased without prior approval of the FGTS Curator Council, but may be reduced unilaterally by the administrator, who must communicate this fact immediately to the CVM, promoting the appropriate amendment to the bylaws.

§ 2. The administration fee must be accrued per business day, always as an expense of the fund, and appropriated as established in the bylaws.

Section III – Prohibitions, Obligations, and Conduct Rules

Art. 23. The prohibitions, obligations, and conduct rules provided for in the specific regulation of investment funds apply to the administrator of the FI-FGTS.

CHAPTER VII – DISCLOSURE OF INFORMATION

Section I – Periodic and Occasional Information

Art. 24. The administrator of the FI-FGTS must make the fund’s information available equally among all interested parties.

Sole Paragraph. If the administrator discloses information regarding the fund’s portfolio composition to third parties, this information must be made public with the same frequency, except for the cases of disclosure of information to the fund’s service providers, necessary for the execution of their activities, as well as to regulatory bodies, the Investment Committee, and the FGTS Curator Council, in which case the informed party must maintain confidentiality regarding such information.

Art. 25. The administrator must send to the CVM the following documents:
I – quarterly, within 15 (fifteen) days after the end of the civil quarter to which they refer, the following information:
a) the fund’s net asset value; b) the number of units issued and the book value of the unit; c) quarterly profile; and d) the portfolio composition, discriminating the quantity and type of securities and financial instruments that comprise it; and II – annually, within 150 (one hundred and fifty) days after the end of the fiscal year, the following information:
a) the financial statements of the fiscal year, accompanied by the opinion of the independent auditor; and b) the book value of the unit on the date of the balance sheet closing and its profitability in the period.

§ 1. The deadline for correcting information is 3 (three) business days, counted from the end of the deadline established for the presentation of the documents.

§ 2. When the fund adopts the policy of exercising voting rights in general assemblies of companies in which it holds participation, the quarterly profile must include:
I – a summary of the content of the votes cast by the administrator, or by its legally constituted representatives, in the general and special assemblies of the companies in which the fund holds participation that were held during the fiscal year; and II – a brief justification of the vote cast by the administrator or by its legally constituted representatives, or the brief reasons for abstention or non-attendance at the assembly.

Art. 26. The administrator is obliged to immediately disclose, through correspondence to unitholders and a communication through the Document Submission System available on the CVM website, any relevant act or fact occurred or related to the functioning of the fund or to the assets comprising its portfolio.

§ 1. Any act or fact that may influence in a considerable manner the value of the units or the investors’ decision to acquire, alienate, or maintain such units is considered relevant.

§ 2. Among the information referred to in the main text, confidential information regarding the issuing companies of securities and financial instruments comprising the fund’s portfolio, obtained by the administrator under a commitment of confidentiality or by reason of its regular functions as a member or participant of the companies’ administrative or consultative bodies, is not included.

Section II – Financial Statements and Audit Reports

Art. 27. The FI-FGTS must have its own accounting records, and its accounts and financial statements must be segregated from the accounts and statements of the administrator and the FGTS.

Art. 28. The fiscal year of the FI-FGTS must be closed every 12 (twelve) months, on December 31 of each year, when the fund’s financial statements for the period ended must be prepared.

Art. 29. The financial statements must be made available to any interested party who requests them from the administrator, within 150 (one hundred and fifty) days after the end of the fiscal year.

Art. 30. The preparation of the financial statements must observe the specific norms issued by the CVM.

Art. 31. The fund’s financial statements must be audited annually by an independent auditor registered with the CVM, observing the norms that regulate the exercise of this activity.

CHAPTER VIII – PORTFOLIO

Art. 32. The FI-FGTS must maintain its net assets invested in the financial assets or participations provided by the FGTS Curator Council.

Art. 33. The bylaws must provide for investment limits for each class of financial asset or participation, by issuer and by sector.

CHAPTER X – CHARGES

Art. 34. The provisions of the specific regulation of investment funds regarding fund charges apply to the FI-FGTS, insofar as applicable.

CHAPTER XI – TERMINATION OF THE FUND

Art. 35. In the event of termination of the FI-FGTS, the administrator will promote the division of its assets among the unitholders, in proportion to their units, within a maximum period of 30 (thirty) days, from the act that determines the liquidation.

§ 1. The independent auditor must issue an opinion on the demonstration of the movement of net assets, comprising the period between the date of the last audited financial statements and the date of the actual termination of the fund, expressing itself on the movements occurred during the period.

§ 2. The explanatory notes to the fund’s financial statements must contain an analysis regarding whether the redemption values were or were not effected in equitable conditions and in accordance with the relevant regulation, as well as regarding the existence or non-existence of unaccounted debits, credits, assets, or liabilities.

CHAPTER XII – ARCHIVE MAINTENANCE

Art. 36. The administrator must maintain, for a minimum period of 5 (five) years, or for a longer period by express determination of the CVM, all documents and information required by this Resolution, as well as all internal and external correspondence, all working papers, reports, and opinions related to the exercise of its functions.

§ 1. The administrator must maintain, for 5 (five) years, a segregated archive documenting the operations in which it was a counterparty to the fund.

§ 2. Digitized images are admitted in substitution for original documents, provided that the process is carried out in accordance with the law that provides for the preparation and archiving of public and private documents in electromagnetic media, and with the decree that establishes the technique and requirements for the digitization of these documents.

§ 3. The source document may be discarded after its digitization, except if it presents material damage that prejudices its legibility.

CHAPTER XIII – PENALTIES

Art. 37. The following conduct is considered a serious offense, for the purposes of Art. 11, § 3, of Law No. 6.385, of December 7, 1976:
I – distribution of FI-FGTS units carried out by a person or institution not part of the distribution system; II – non-compliance with the fund’s investment policy; III – exercise, by the administrator, of unauthorized activity, or hiring of unqualified or unauthorized third parties to provide services to the fund; IV – non-publication of a relevant fact; V – non-compliance with the accounting rules applicable to the fund; VI – non-compliance with the bylaws, including regarding concentration limits by sector, by asset modality, and by issuer; VII – non-compliance with the conduct duties referred to in Art. 23.

Art. 38. The administrator is subject to the daily fine provided for in the specific norm that deals with coercive fines due to non-compliance with the deadlines provided for in this Resolution, without prejudice to the provisions of Art. 11 of Law No. 6.385, of 1976.

Art. 39. The CVM may apply penalties to directors, employees, and agents of the administrator, if their responsibility for non-compliance with the provisions of this Resolution is established.

CHAPTER XIV – FINAL PROVISIONS

Art. 40. The CVM may, at any time, request documents, additional information, or modifications in the documentation presented, as well as request the correction of procedures that have been adopted in disagreement with the current legislation.

Art. 41. The following are revoked:
I – CVM Instruction No. 462, of November 26, 2007; II – Art. 13 of CVM Instruction No. 609, of June 25, 2019; III – Art. 9 of CVM Instruction No. 615, of October 2, 2019; and IV – item III of Art. 13 of CVM Instruction No. 615, of October 2, 2019.

Art. 42. This Resolution enters into force on July 1, 2022.

Signed electronically by
MARCELO BARBOSA
President