BYLAWS OF IT NOW IDIV FUNDO DE ÍNDICE National Corporate Taxpayers Register (CNPJ) /

Transcription

1 BYLAWS OF IT NOW IDIV FUNDO DE ÍNDICE National Corporate Taxpayers Register (CNPJ) / ADMINISTRATOR ITAÚ UNIBANCO S.A., with its principal place of business at Praça Alfredo Egydio de Souza Aranha, No. 100, Olavo Setubal Tower, City: São Paulo, State: São Paulo, enrolled with the National Corporate Taxpayers Register under CNPJ No / , CVM declaratory act No. 990 of 07/06/ PORTFOLIO MANAGER and CUSTODIAN ITAÚ UNIBANCO S.A., with its principal place of business at Praça Alfredo Egydio de Souza Aranha, No. 100, City: São Paulo, State: São Paulo, enrolled with the National Corporate Taxpayers Register under CNPJ No / , CVM declaratory act No PROVIDER OF SERVICES INVOLVING BOOKKEEPING OF THE ISSUANCE, REDEMPTION, AND TRADING OF THE FUND SHARES ( BOOKKEEPING AGENT ) ITAÚ CORRETORA DE VALORES S.A., with its principal place of business at Av. Brigadeiro Faria Lima, 3, th floor, City: São Paulo, State: São Paulo, enrolled with the National Corporate Taxpayers Register under CNPJ No / DEFINITIONS Index Stocks. Stocks that are part of the Index theoretical portfolio. Authorized Agent. Each duly qualified brokerage and distributor of financial assets belonging to the securities distribution system, and that have executed an Authorized Agent Agreement. Basket Composition File. The file determining the identification and the corresponding number of Index Stocks, Permitted Investments, Amounts in Cash, and Rights in Stocks (as the case may be) composing a Basket, as calculated by the PORTFOLIO MANAGER and disclosed on a daily basis on the FUND webpage before the opening of the BM&FBOVESPA trading session. BM&FBOVESPA. BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros. Brazilian Depositary Receipts or BDRs. Warrant bonds backed by Stocks issued by publicly-held companies or the like, the head offices of which are located abroad, pursuant to the applicable Brazilian regulations. Basket. Means the composition of assets to be delivered by shareholders or by the FUND for the purposes of payment or redemption of the Minimum Batches of Shares, respectively. The Basket shall be composed of Index Stocks, Permitted Investments, Amounts in Cash, and/or Rights in Stocks, as the case may be. The basket composition shall comply with the rules set forth in items 15.3 and 15.4 below. Authorized Agent Agreement. Agreement between the ADMINISTRATOR representing the FUND and the respective Authorized Agent, establishing the terms and conditions for the payment and redemption of the Minimum Batches of Shares of the FUND.

2 Portfolio Management Agreement. The agreement regulating the FUND management entered into between the ADMINISTRATOR, acting to the order of the FUND, and the PORTFOLIO MANAGER. License Agreement. Agreement executed between BM&FBOVESPA and the PORTFOLIO MANAGER on July 19, 2011, governing the granting of a license to use BM&FBOVESPA Dividends Index ( IDIV ), as well as the trademark and certain information in connection therewith, for the specific purpose of using the index as a reference index for the FUND. The expression License Agreement encompasses the index sublicense agreement with the FUND. CVM. The Brazilian Securities Commission. Rebalancing Date. The date of reappraisal of the Index theoretical portfolio composition and any respective necessary changes, executed in accordance with the rules and intervals that BM&FBOVESPA may determine pursuant to item 7.4. Trading Session Day. Any day in which BM&FBOVESPA is open for trading. Business Day. Any day other than Saturday, Sunday, or any other day in which the banks in the City of São Paulo, State of São Paulo and/or BM&FBOVESPA are compelled or authorized by the applicable law or regulations to remain closed. Rights in Stocks. Coupons, rights, subscription warrants, and splitting certificates in connection with any financial assets existing in the FUND portfolio pursuant to the applicable regulations. Distributions. The payment, if any, of gains, dividends, or other revenue by the FUND to the shareholders. Dividend Yield. Rate of dividends and interest on stockholders equity distributed per share, calculated by means of the division of dividends by interest on stockholders equity distributed per share in the assessment period and the last price before payment of the aforementioned dividends and interest on stockholders equity. Issuers. The issuers of any financial assets composing the FUND portfolio. FUND. IT NOW IDIV Fundo de Índice. Cut-off Time for Orders. The time corresponding to fifteen (15) minutes before the closing time of the BM&FBOVESPA trading session. IDIV. The Dividends Index IDIV, calculated by BM&FBOVESPA. Index or IDIV. The Dividends Index - IDIV, calculated by BM&FBOVESPA. Tradability Index. The indicator calculated by BM&FBOVESPA for the selection of stocks composing the Index theoretical portfolio on each Rebalancing Date. Permitted Investments. The following are financial instruments and securities in which the FUND may invest up to five percent (5%) of its Net Equity: (i) government securities issued by the Brazilian National Treasury or by the Central Bank of Brazil; (ii) fixed rate notes issued by financial institutions; (iii) shares of investment funds administered by financial institutions with referenced or short-term fixed rate characteristics; (iv) repurchase agreements backed in the securities mentioned in item (i) above, carried out according to the regulations of the Brazilian Monetary Council; (v) derivatives transactions carried out on stock exchanges, on commodity futures exchanges, or on organized overthe-counter markets, solely for the administration of risks inherent in the FUND portfolio, with due regard for the applicable legislation and regulations; (vi) net stocks not included in the Index, provided that they are admitted to trading on BM&FBOVESPA, and (vii) shares from other exchange-traded funds.

3 Affiliated. Any individual or legal entity that, at any time, directly or indirectly controls, is controlled by, or is under common control of, another individual or entity. Minimum Batch of Shares. Standard batch of shares, as disclosed by the PORTFOLIO MANAGER at any time, which may be issued or delivered to the FUND respectively pursuant to a Payment Order or to a Redemption Order duly submitted by an Authorized Agent pursuant to these Regulations. Payment Order. An order issued by an Authorized Agent upon request of its clients telling the FUND to issue one or more Minimum Batch(es) of Shares in return for the delivery of one or more Basket(s) by the corresponding Authorized Agent to the FUND. Redemption Order. An order issued by an Authorized Agent upon request of its clients telling the FUND to deliver one or more Basket(s) in return for the delivery of one or more Minimum Batch(es) of Shares by the corresponding Authorized Agent. Net Equity. The sum (a) of the cash with the value of all assets composing the FUND portfolio and the Revenue accumulated and not distributed, minus (b) the FUND liabilities, including fees and expenses accumulated and not paid. Request for Redemption. Request from any shareholder to an Authorized Agent for the redemption of one or more Minimum Batches of Shares held by such shareholder. Rebalancing Period. The period encompassed between the five (5) Business Days before and the five (5) Business Days after the Rebalancing Date pursuant to item Voting Policy. The policy governing the PORTFOLIO MANAGER s exercise of voting rights for the assets composing the FUND portfolio. Revenue. Gains, dividends, interest on equity, Rights in Stocks, and other rights in connection with the FUND portfolio stocks, as well as other revenue of the FUND and receivables. Loan Revenue. Total value of the Revenue resulting from stock loan transactions carried out by the FUND and provisioned during the month in question. Shareholder Records. Brokerage notes and other documents supplied to the corresponding Authorized Agent by any shareholder that requests that an Authorized Agent redeem one or more Minimum Batches of Shares held by such shareholder. Payment and Redemption Fee. Processing fee charged by BM&FBOVESPA to the requesting party per Payment Order and/or Redemption Order. Amount in Cash. The portion of the Basket consisting of Brazilian currency. Equity Value. The net equity of the FUND shares, calculated pursuant to item THE FUND, ITS CHARACTERISTICS AND PURPOSE 5.1. IT NOW IDIV Fundo de Índice ( FUND ), organized as an open-end fund, is a pool of funds intended for investment in a portfolio of financial assets for the purpose of reflecting the profitability variations, minus fees and expenses, of the BM&FBOVESPA Dividends Index (IDIV), calculated by BM&FBOVESPA The FUND is organized as an open-end fund, subject to the issuance and redemption rules set forth in these Regulations. Notwithstanding, the FUND shares are admitted to trading on BM&FBOVESPA. The term of duration of the FUND shall be indefinite The FUND is governed by these Regulations and by the legal and regulatory provisions applicable to it.

4 5.4. The investment purpose and policy of the FUND as well as its historical performance or any declaration or description of the FUND do not characterize any guarantee, promise, or suggestion of profitability to shareholders Investments in the FUND are not guaranteed by the ADMINISTRATOR, by any insurance mechanism, by Credit Guarantee Fund (Fundo Garantidor de Créditos FGC), or by any other individual or entity On account of the very nature of the FUND, the value of its assets may go down and, as a consequence, so may the value of its shares. Thus, the value of the shares held by each shareholder may, at any time, be lower than the amount originally paid by the shareholder for its shares. 6. TARGET AUDIENCE 6.1 With due regard for the applicable legislation and regulations, the FUND is intended for investors in general that (a) are legally qualified to acquire the FUND shares, (b) accept all risks inherent in investing in the FUND, and (c) seek return consistent with the investment objective and policy of the FUND. 7. CHARACTERISTICS OF THE BM&FBOVESPA DIVIDENDS INDEX (IDIV) 7.1. The purpose of IDIV is to provide a segmented view of the stock market, measuring the behavior of the shares of companies that offer investors the highest return on their investment in the form of dividends and interest on stockholders equity. The shares that compose the index are selected by their liquidity and weighted in the portfolio at the market value of the shares available for trading. IDIV composed of the companies listed at BM&FBOVESPA that presented the highest dividend yields, ascertained under item below, for the last 24 months before selection of the portfolio The selection process by the dividend yield carried out by BM&FBOVESPA shall observe the following requirements: (i) assessment of the dividend yield (distributed amount of dividends and interest/last price before the payment of dividends and interest) of all dividends/interest distributed per share for the last 24 months; (ii) sum of the amounts of dividend yield of each share in the aforementioned period; (iii) the shares are listed in a decreasing order of total dividend yield in the period (iv) shares that are within the 25% of the sample with the highest amounts of dividend yield shall participate in the portfolio; (v) the shares forming the preceding portfolio shall remain if they are included in the 33% of the sample with the highest amounts of dividend yield The stocks that meet the following criteria shall be included in the Index portfolio based on the twelve preceding months: (i) inclusion in a list of stocks the added tradability indexes of which represent 99% of the accumulated value of all individual indexes; (ii) participation in terms of presence in trading sessions equal to or exceeding 95% in the period The same company may have more than one stock participating in the portfolio, provided that each stock individually meets the criteria above. Companies with less than 12 months of listing shall only be eligible if they have over six months of trading and at least 95% of presence in trading sessions in the last six months of the period being analyzed Any stocks issued by companies subject to judicial reorganization or bankruptcy proceeding, special condition or which are subject to an extended period of suspended negotiation may not compose the Index portfolio. Should these companies no longer be under these exceptional conditions, their history of negotiation, for purposes of compliance with all criteria for inclusion in the portfolio, shall start as from the date on which BM&FBOVESPA considers that the company has actually left is exceptional conditions.

5 7.3. A stock shall be excluded from the portfolio if, upon periodical reappraisals, it fails to meet one of the inclusion criteria. If, during the portfolio effectiveness, the issuing company stops participating in the IDIV or becomes subject to judicial reorganization or bankruptcy, the stocks issued by such company shall be excluded from the Index portfolio. In such events, the necessary adjustments shall be made to ensure continuity of the Index The effectiveness of the Index theoretical portfolio is four months, which is valid for the periods from January to April, May to August, and September to December. At the end of each four-month period, the portfolio is reappraised by BM&FBOVESPA by using the procedures and criteria composing this methodology In order to calculate the market value of each stock, the stocks available for trading ( free float ) shall be taken into account, that is, the following are excluded: stocks owned by the controlling group or by persons bound to it; stocks held by company managers; stocks held in treasury; and preferred stocks of a special class the purpose of which is to guarantee differentiated voting rights, which are not subject to transfer, and are solely owned by a denationalizing entity The equity interest of a company in IDIV may not exceed 20% upon its inclusion or upon periodical reappraisals. Should that happen, there shall be adjustments to adapt the company s weight to such limit The relative equity interest of each stock in the Index may be changed throughout the portfolio effectiveness in view of the evolution of the stock prices and the distribution of proceeds by the issuing companies. Upon distribution of proceeds by companies issuing stocks pertaining to the index, the necessary adjustments are made in order to ensure that the index reflects not only variations of the stock quotes but also the impact of the distribution of proceeds. As a result of such methodology, IDIV index is considered to be an index which appraises the total return of the stocks composing its portfolio BM&FBOVESPA is engaged in the management, calculation, disclosure, and maintenance of the Index. No obligation or liability for such activities may be attributed to the FUND, the PORTFOLIO MANAGER, and/or the ADMINISTRATOR of the FUND Should BM&FBOVESPA fail to manage, calculate, disclose, or maintain the Index, the ADMINISTRATOR shall immediately disclose such fact to the shareholders, as provided for in the applicable legislation, and shall necessarily call a shareholders meeting in which the shareholders shall pass resolutions on any changes in the investment purpose of the FUND or, otherwise, on the liquidation and closing of the FUND pursuant to item The same rule shall apply in the event of failure to extend the License Agreement or upon termination or rescission of the License Agreement, in the events in which such termination or resolution is permitted pursuant to the License Agreement, including, among others, the replacement of the PORTFOLIO MANAGER as the FUND portfolio manager Should the shareholders fail to approve changes in the investment purpose of the FUND in a shareholders meeting, the ADMINISTRATOR shall start proceedings to liquidate the FUND in conformity with these Regulations Any information on the Index provided for in these Regulations, on the FUND webpage, and in the FUND disclosure materials is or shall be, as the case may be, obtained from BM&FBOVESPA or from its webpage. The FUND, the ADMINISTRATOR, or the PORTFOLIO MANAGER, or any other service provider providing services to the FUND or to the benefit of the FUND, or any of its Affiliates shall not be liable for any incorrect information on the Index, including any Index miscalculations The description of the Index characteristics, as mentioned above, reflects the Index methodology in effect on the date of creation of the FUND. Any changes to such methodology which may be carried out by BM&FBOVESPA are subject to updating in the FUND website.

6 8. INVESTMENT POLICY 8.1. The FUND portfolio may include (a) Index Stocks, (b) Permitted Investments, (c) Accumulated and not distributed revenue, and (d) cash, with due regard for the FUND portfolio diversification and composition limits detailed below The FUND shall invest at least ninety-five percent (95%) of its equity in Index Stocks in any proportion or in positions purchased on the futures market of the Index so as to reflect the variation and profitability of the Index, with due regard for the limits set forth in these Regulations Futures contracts referred to in item 8.2 shall be traded in the commodities and futures exchange and be settled in clearing and settlement house and services that take the position of central counterparty In the remaining five percent (5%) of its portfolio, the FUND may hold stocks and other assets not included in the Index, provided that they constitute Permitted Investments The FUND may invest up to five percent (5%) of its net equity in shares of investment funds administered or managed by the ADMINISTRATOR, by the PORTFOLIO MANAGER, or by entities affiliated to it, but investments exceeding one percent (1%) of the net equity of the FUND may only be made in funds the administration fee of which is estimated to be zero During the period between the date of official disclosure by BM&FBOVESPA of the first forecast of the Index composition and one month after the Rebalancing Date, the PORTFOLIO MANAGER shall, at its sole discretion and bearing in mind the investment purpose and policy of the FUND, adjust the FUND portfolio composition Bearing in mind the Index calculation methodology and disclosure, as well as the investment purpose and policy, the ADMINISTRATOR, as instructed by the PORTFOLIO MANAGER, may adjust the FUND portfolio composition any time the Index composition suffers adjustments on account of distributions of dividends, interest on equity, spin-offs, consolidations, or any other events affecting or modifying the Index theoretical portfolio composition During the period encompassed between the five (5) Business Days before and the five (5) Business Days after the Rebalancing Date ( Rebalancing Period ), the PORTFOLIO MANAGER may, at is sole discretion, instruct the ADMINISTRATOR to adopt the special procedures set forth in these Regulations, such as (i) the suspension of payments of shares and/or (ii) payment and redemption of shares as provided for in item hereof During the period set forth in item 8.4, the ADMINISTRATOR may, (i) upon payment of shares, accept stocks from publicly-held companies that have started to become part of the new composition of the Index theoretical portfolio according to the forecast of such new composition as disclosed by BM&FBOVESPA, and, (ii) upon redemption of shares, deliver stocks from publicly-held companies that have started to leave the Index theoretical portfolio composition according to the forecast of such new composition as disclosed by BM&FBOVESPA Events of noncompliance with the minimum limit of ninety-five percent (95%) provided for in item 8.2. shall be justified in writing by the ADMINISTRATOR to the CVM within five (5) Business Days as of the date of verification of such noncompliance The total of initial margins required by the FUND in its derivatives transactions may not exceed fifteen percent (15%) of the Net Equity.

7 8.7. The PORTFOLIO MANAGER shall make all investment and disinvestment decisions in relation to funds or assets of the FUND, and shall manage the FUND portfolio so as to seek to achieve the FUND investment purpose The PORTFOLIO MANAGER shall not seek to achieve profitability exceeding the Index performance, nor shall it resort to defensive positions in the event of extraordinary market fluctuations The Revenue received by the FUND shall not be paid to shareholders and shall be reinvested in Index Stocks or in other Permitted Investments The FUND may enter into profitability swap agreements with third parties including a clause providing for settlement through daily financial adjustment applicable to the variation difference between the FUND profitability and the Index profitability. These transactions shall be: (i) previously authorized by the CVM; (ii) listed in stock, commodities and futures exchanges or organized over-thecounter market and (iii) disclosed in full on the website 9. ADMINISTRATION 9.1. The FUND administration shall be exercised by the ADMINISTRATOR identified above With due regard for the legal limitations as well as those set forth in the regulations in effect and in these Regulations, the ADMINISTRATOR has powers to perform all acts deemed necessary for the FUND portfolio administration and to exercise all rights inherent in the assets composing such portfolio, including the hiring of third parties duly qualified to provide services in connection with the FUND activities The ADMINISTRATOR shall retain institutions belonging to the securities distribution system ( Authorized Agents ) to broker the payment and redemption of the FUND shares. Once the trading on BM&FBOVESPA has started, the shares may only be paid in or redeemed through such Authorized Agents A list containing updated information on the Authorized Agents, including their identification and contact information shall be disclosed on a daily basis on the FUND webpage The ADMINISTRATOR shall be replaced in the following events: I. disaccreditation for the exercise of portfolio administration activity by a final decision from the CVM; II. resignation; or III. removal by resolution of a shareholders meeting In the event of resignation, the ADMINISTRATOR shall immediately call a shareholders meeting to pass a resolution on its replacement or on the liquidation of the FUND. The ADMINISTRATOR shall remain responsible for the FUND administration until the new administrator appointed by the shareholders meeting has taken office as the FUND administrator or until the FUND has been liquidated, whichever is earlier In the event of removal of the ADMINISTRATOR by the shareholders meeting, the ADMINISTRATOR shall immediately notify the CVM of such fact pursuant to the regulations in effect The ADMINISTRATOR shall not perform the following acts in the name of the FUND: I. to receive deposits in its own bank account; II. to borrow or lend amounts, except as provided for in the applicable regulations and in any regulations to be issued by the CVM in that regard; III. to render surety, aval guarantee, acceptance, or to become a co-obligor in any way;

8 IV. to carry out transactions with stocks outside stock exchanges or organized over-the-counter markets through an entity authorized by the CVM, except in the events of (a) subscription in public offerings, (b) exercise of preemptive rights by the FUND, and (c) transactions previously authorized by the CVM; V. to sell FUND shares in installments; and VI. to perform any act as a stockholder of Issuers and that may adversely affect the trading of the Stocks on stock exchanges. 10. FUND PORTFOLIO MANAGEMENT The FUND portfolio shall be managed by the PORTFOLIO MANAGER identified above The PORTFOLIO MANAGER shall carry out the following duties in conformity with the provisions of these Regulations and pursuant to the applicable CVM regulations, and according to the Portfolio Management Agreement: (i) to manage the portfolio in the name of the FUND; (ii) to instruct the ADMINISTRATOR with respect to the FUND representation in stockholders meetings of Issuers and to the exercise of voting rights in the name of the FUND concerning any matter submitted to a stockholders meeting of Issuers; and (iii) to instruct the ADMINISTRATOR to adopt any other measures in connection with the FUND portfolio management and permitted by the applicable legislation and regulations The PORTFOLIO MANAGER shall be replaced with a notice in writing from the ADMINISTRATOR to the PORTFOLIO MANAGER about the occurrence of any of the following events, among others set forth in the regulations in effect: (i) termination and/or rescission of the Portfolio Management Agreement; (ii) resignation from the PORTFOLIO MANAGER with a notice in writing to each shareholder and to the CVM, delivered at least thirty (30) days in advance; (iii) material noncompliance with any of the obligations undertaken by the PORTFOLIO MANAGER under the Portfolio Management Agreement, in the event such noncompliance has not been cured within the term of sixty (60) Business Days as of the date of the PORTFOLIO MANAGER s receipt of a notice from the ADMINISTRATOR about said noncompliance; (iv) insolvency, intervention, liquidation or bankruptcy of the PORTFOLIO MANAGER; or (v) approval by the vote of shareholders that hold at least the majority of the outstanding shares and convened in a shareholders meeting duly called by shareholders that hold at least five percent (5%) of the outstanding shares In the event of the PORTFOLIO MANAGER s resignation pursuant to item 10.3 (ii), the PORTFOLIO MANAGER shall remain in office until its replacement has undertaken the role and obligations of FUND portfolio manager or until the FUND has been liquidated, whichever is earlier In the event of the PORTFOLIO MANAGER s resignation pursuant to item 10.3., (i) the PORTFOLIO MANAGER shall propose a replacing portfolio manager, to be voted for in a shareholders meeting, and (ii) the ADMINISTRATOR shall call, either immediately or, in any event, within the term of fifteen (15) days as of the PORTFOLIO MANAGER s date of resignation, a shareholders meeting to pass a resolution on such replacement or on the FUND liquidation. 11. NET EQUITY OF THE FUND

9 The net equity of the FUND shall be calculated on a daily basis, at all times after the regular trading session of BM&FBOVESPA, based on the same criteria used for the calculation of the Index first closing value. 12. REMUNERATION For the services involving the administration and portfolio management of the FUND, the ADMINISTRATOR shall receive remuneration equivalent to the annual percentage of zero point fifty percent (0.50%) calculated on the Net Equity. Such remuneration shall be calculated and appropriated on a daily basis per Business Day, prorated, and with a year being deemed as having two hundred and fifty-two (252) Business Days, and it shall be paid monthly, on the first business day of the month following the overdue month The ADMINISTRATOR may also unilaterally reduce the fees set forth in this item 12 without the need for approval from the shareholders meeting, in which event such reduction shall uniformly apply to all shareholders. The ADMINISTRATOR shall communicate any changes in the fees set forth in this item 12, as provided for in the applicable regulations, and shall amend these Regulations accordingly. The fees set forth in this item 12 may not be increased without prior approval from the shareholders meeting Installments of the administration fee may be paid directly by the FUND to the retained service providers, provided that the sum of such installments does not exceed the total of the administration fee determined in these Regulations. 13. SECURITY LOAN TRANSACTIONS The FUND may carry out security loan transactions as regulated by the CVM and as provided for in these Regulations The FUND may carry out security loan transactions to the market as provided for in the regulations for security loan transactions in effect, provided that: (i) they have a fixed term and all loaned securities are returned to the FUND upon expiration of the term, (ii) the total value of the securities loaned by the FUND as provided for in this item does not exceed the limit of sixty percent (60%) of the net equity value of the FUND, and (iii) no more than seventy percent (70%) of the value of each Index security held by the FUND is loaned The ADMINISTRATOR shall deliver the securities necessary for compliance with Requests for Redemption and for the loan of securities for voting as provided for in items 13.2 to below, if the securities necessary to carry out such transactions are subject to a loan or guarantee rendered by the FUND in its transactions and it is not reasonably possible to reverse such transactions in due time The revenue obtained from security loan transactions, as provided in this item 13.1, shall revert to the FUND in full. This revenue shall be net of any possible fees charged in security loan transactions of the FUND, such as the fees charged by BM&FBOVESPA Should shareholders wish to directly exercise voting rights in shareholders meeting of Issuers, they may request the loan of securities from such Issuers held by the FUND, as provided for in the regulations in effect. Bearing in mind that each share of the FUND ideally represents a given quantity of each security composing the FUND portfolio, the shareholder that requests the loan of a given security shall e entitled to borrow the quantity of such security that the total number of shares held by such shareholder represents at the end of the day of request of such loan.

10 13.3. Only the securities with voting rights at the time of the request for a loan may be borrowed, as provided for in item A security loan may only be requested by shareholders after the shareholders meeting of the corresponding Issuer has been called, and such request shall be communicated to the ADMINISTRATOR by one of the Authorized Agents at least five and at most six Trading Session Days before such shareholders meeting is held During the first five days of the Rebalancing Period, the ADMINISTRATOR may reject or limit security loans as provided for in item 13.2, if in its opinion such loans may cause significant damage to the FUND purpose, with due regard for the applicable regulations The securities loaned as provided for in item 13.2 shall be delivered to the shareholders three Trading Session Days after the corresponding request The shareholders shall return to the FUND the securities loaned in no later than one Business Day after the date of the corresponding shareholders meeting of the Issuer in question The shareholders that request the loan of securities as provided for in item 13.2 shall pledge, as a guarantee of the security loan transaction, a number of shares that jointly represent the total number of securities to be borrowed, bearing in mind that each share ideally represents a given quantity of each security composing the FUND portfolio The FUND securities pledged as provided for in item 13.8 may simultaneously serve as a guarantee of the loan transactions of different securities requested by the same shareholders as provided for in item The FUND will not charge any fee or any other form of remuneration for the completion of security loan transactions carried out as provided for in item Notwithstanding the provisions of item 13.10, the shareholders that request such loan transactions shall bear any costs incurred with such transactions, such as the fees charged by BM&FBOVESPA. The ADMINISTRATOR may also require that the shareholders reimburse the FUND for any costs borne by the FUND in relation to such security loan transactions In addition to the adoption of the measures necessary for the foreclosure of the FUND shares pledged as provided for in item 13.8, if the shareholders fail to comply with the term to return the securities as stipulated in item 13.7, the FUND shall charge the same fees charged by it in security loan transactions carried out as provided for in item 13.1 from the or, in the event there is no market for this kind of transaction, the FUND shall charge the average fee obtained from three financial institutions The costs and fees set forth in item shall be disclosed on the FUND webpage. 14. FUND SHARES The FUND shares correspond to ideal fractions of the FUND equity, and shall be registered and recorded in the name of their holders Capacity as a shareholder is characterized by registration with the shareholders register held by the BOOKKEEPING AGENT. In the event the shares are deposited in a depositary center, capacity as a shareholder may be attested by the registers held by such depositary and periodically supplied to the BOOKKEEPING AGENT The FUND has adhered to the BM&FBOVESPA Regulations, the purpose of which is to govern the provision by BM&FBOVESPA of services involving the custody of securities and other financial instruments ( Tradable Assets ) issued by a legal entity of public or private law. The BM&FBOVESPA Custody Service is formalized, pursuant to the legislation in effect, with the transfer of ownership of the Tradable Assets registered in the name of the original investor to the name of

11 BM&FBOVESPA, which become to enjoy, as a consequence, the capacity as trustee of the Tradable Assets solely for custody purposes, without resulting in the full transfer of ownership. In order for the shares to be tradable through BM&FBOVESPA, the investor shall be aware that its shares shall be registered before the BOOKKEEPING AGENT in the name of BM&FBOVESPA, with BM&FBOVESPA acting as a trustee. However, BM&FBOVESPA shall provide the BOOKKEEPING AGENT upon request with information on the ownership of the shares held in its custody The register of the FUND shares shall be entered in a book The Equity Value of each FUND share results from dividing the FUND Net Equity value by the number of existing shares upon the closing of each Trading Session Day In order to facilitate the comparison of the FUND performance with the Index performance, the FUND may adjust the Equity Value of the shares to a value equivalent to the Index number in points (first closing value) any time BM&FBOVESPA conducts significant adjustments to the Index number in points In order to achieve the purpose set forth in item 14.5, the FUND may, as the case may be, split the FUND shares and deliver additional shares to the shareholders, or amortize the shares as provided for in item 16 of these Regulations The Equity Value of the FUND shares as ascertained upon closing of the Trading Session Day of the date of the request shall be used both upon payment and upon redemption of the FUND shares ( Closing Share ) The FUND shares may be subject to loan or guarantee, including guarantee of security loan transactions as provided for in the regulations in effect Both the CVM and BM&FBOVESPA may suspend the trading of the FUND SHARES as deemed appropriate to protect the investors. In addition to suspending the trading of shares, BM&FBOVESPA may also adopt other measures set forth in its rules, regulations, and operating procedures, such as an auction of the FUND shares in circumstances like the suspension of trading of the FUND portfolio assets. 15. PAYMENT AND REDEMPTION OF SHARES Except as otherwise expressly set forth in these Regulations, the units shall only be issued and redeemed in Minimum Batches of Shares or in multiple Minimum Batches of Shares A Minimum Batch of Shares may only be issued (a) according to a Payment Order duly submitted by an Authorized Agent and (b) upon delivery of a Basket to the FUND. The Minimum Batches of Shares may only be redeemed (a) upon a Redemption Order duly submitted by an Authorized Agent and (b) upon delivery of a Basket by the FUND Payment Orders or Redemption Orders of FUND shares placed on Trading Session Days up to fifteen (15) minutes before the closing of the BM&FBOVESPA regular trading session ( Cut-off Time for Orders ) shall be processed on the same Trading Session Day. Payment Orders or Redemption Orders placed after the Cut-off Time for Orders will not be accepted, and in the event an interest in the issuance or redemption remains, a new Order shall be sent on the immediately subsequent Trading Session Day, with due regard for the time set forth above The Basket composition, whether for the purposes of a Payment Order or for the purposes of a Redemption Order shall comply with the following rules: (i) it shall have at least ninety-five percent (95%) of its value represented by Index stocks in any proportion; and (ii) it may have at most five percent (5%) of its value represented by Permitted Investments and/or Amounts in Cash.

12 Amounts in Cash shall be paid by the investor (or, as applicable, by the FUND) upon settlement of a brokerage note of the corresponding transaction of payment or redemption of FUND shares The PORTFOLIO MANAGER, at its sole discretion, may define different Baskets for the purposes of execution of Payment Orders and of Redemption Orders, as the case may be, with due regard for the fact that the basket applicable to each Payment Order or Redemption Order (a) shall be included in the Basket Composition File disclosed on a daily basis on the FUND webpage before the opening of the BM&FBOVESPA trading session; (b) shall comply with the composition described in item 15.3 above; and (c) may, at the PORTFOLIO MANAGER s sole discretion, encompass Rights in Stocks, pursuant to the applicable regulations In exceptional situations of difficulty in the execution of Payment Orders or of Redemption Orders on account of low liquidity of one or more Index stocks composing the Basket, the PORTFOLIO MANAGER may, at its sole discretion, replace such Index stocks with Amounts in Cash, limited to five percent (5%) of the total value of the Basket The Basket Composition File describing the Basket composition to be delivered upon execution of a Payment Order and of a Redemption Order shall be disclosed on the FUND webpage before the opening of BM&FBOVESPA for transactions on the Trading Session Day. A Basket Composition File shall be valid for Payment Orders and for Redemption Orders received after disclosure thereof and up to the following Cut-off Time for Orders The payment and redemption of Minimum Batches of Shares shall be settled within the term for stock trading settlement on BM&FBOVESPA. Any changes in said settlement term made by BM&FBOVESPA shall be promptly disclosed on the FUND webpage. Upon suspension of the trading of any stocks that must be delivered by the FUND to the shareholders upon redemption of the FUND shares is suspended, the delivery of said stocks may be completed in a term exceeding the term provided for in this item The Authorized Agents shall submit a Payment Order or a Redemption Order that, on a case-bycase basis, will not be deemed accepted until the ADMINISTRATOR, through BM&FBOVESPA and/or through a transactional page of the webpage has submitted to such Authorized Agent a confirmation that the corresponding Payment Order or Redemption Order, as the case may be, has been accepted Any shareholder requesting that an Authorized Agent redeem one or more Minimum Batches of Shares held by such shareholder ( Request for Redemption ) shall provide such Authorized Agent with the brokerage notes and other documents ( Shareholder Records ) necessary so that the ADMINISTRATOR can ascertain the cost of acquisition of the Shares to be redeemed, and such Authorized Agent shall deliver such Shareholder Records to the ADMINISTRATOR at least three (3) hours before the closing of the trading session of the Request for Redemption Day. Should the ADMINISTRATOR not receive such Shareholder Records within the aforementioned term, the Request for Redemption shall be cancelled During the Rebalancing Period, the ADMINISTRATOR may accept, upon payment of a Minimum Batch of Shares, or deliver, upon redemption of a Minimum Batch of Shares, a Basket composed of only one given Index Stock or of given Index Stocks or even of a given stock or given stocks deemed clear and that has/have been included or excluded in a new composition of the Index according to the forecast for the new composition of the Index as disclosed by BM&FBOVESPA In the event described in item 15.10, should the number of Payment Orders or of Redemption Orders exceed the number of stocks necessary to adjust the FUND portfolio, the acceptance or delivery, as the case may be, of such stocks shall take place proportionally to the number of stocks offered by, or attributed to, each investor that has sent such (a) Payment Orders, with due regard for the fact that the number of shares to be attributed to each investor shall always correspond to a whole

13 number, and (b) Redemption Orders, with due regard for the fact that the number of stocks to be attributed to each investor shall always correspond to a whole number In regard to the event described in item 15.10, only the stocks that have been traded on BM&FBOVESPA on the Trading Session Day of the Payment Order or of the Redemption Order may be included in such portfolios In the event of item , the FUND may pay or receive, as the case may be, Amounts in Cash for the purpose of correcting any distortions caused by the rounding up or down mentioned therein and because the Equity Value of the unit subject to payment or redemption is only calculated after the closing of the BM&FBOVESPA regular trading session on the Trading Session Day of the corresponding payment or redemption. In such event, the provisions of items 15.3 and above shall apply The ADMINISTRATOR may accept that two or more investors pay FUND shares by means of the simultaneous and joint delivery of Index Stocks that jointly form one or more Minimum Batches of Shares; in which event the proportion of units to be attributed to each investor shall be calculated proportionally to the market value of the portfolios delivered to the FUND by each investor The payments of shares by the FUND may be suspended at the ADMINISTRATOR s discretion any time BM&FBOVESPA or the CVM suspends the trading of FUND shares Upon a Redemption Order, the Basket may encompass interest and dividends declared and not paid yet. In such event, on the date of the Redemption Order, the ADMINISTRATOR shall issue, in the name of the shareholder, a receipt regarding the amount of interest and dividends declared and not paid to be received, and shall deliver such receipt to the corresponding Authorized Agent. The interest and dividends mentioned in this item shall only be transferred by the FUND to the respective Authorized Agents for payment to the shareholders that have redeemed their shares after the FUND has received payments in connection with the respective interest and dividends Upon completion of a Payment and/or Redemption Order, BM&FBOVESPA shall charge an order processing fee ( Payment and Redemption Fee ) from the corresponding requesting party. Such fee shall be charged per order completed, irrespective of the number of paid and/or redeemed minimum batches The amount of the Payment and Redemption Fee is disclosed by BM&FBOVESPA through official letters to the Authorized Agents. 16. AMORTIZATION OF SHARES In exceptional cases and at the ADMINISTRATOR s discretion, the FUND shares may be subject to amortization. For the purposes of this item, amortization means payment, in Brazilian currency to all the shareholders, of a portion of the Equity Value of their shares without a reduction in the number of shares The ADMINISTRATOR may only use such power in the event the FUND performance exceeds the Index performance and in the event set forth in item 14.6 of these Regulations. 17. TRADING OF SHARES The FUND shares shall be listed for trading on BM&FBOVESPA The ADMINISTRATOR, as well as individuals and legal entities affiliated to the ADMINISTRATOR, may, as permitted by the regulations in effect, (i) trade FUND shares, and (ii) act as a market former for the FUND shares and, in such event, trade FUND shares in accordance with the parameters established for the activity of market former.

14 17.3. Notwithstanding the provisions of item 17.2, the PORTFOLIO MANAGER may not act as a market former for the FUND shares. 18. EARNINGS DISTRIBUTION POLICY The FUND earnings shall be automatically reinvested in itself. The Index calculation methodology presupposes that any coupons, subscription warrants, splitting certificates, dividends, interest on equity, bonus, or other rights in connection with the Index Stocks declared by the Issuers of the assets composing the Index are immediately reinvested in additional Index Stocks in the same proportion as the Index portfolio composition, even if they have not been immediately paid or distributed. Therefore, the ADMINISTRATOR shall reinvest in the funds received and shall seek to follow the Index calculation methodology. If the aforementioned rights are not immediately paid or distributed, the FUND shall keep the respective rights in its portfolio, and the ADMINISTRATOR shall use the available portfolio management mechanisms solely to seek to avoid a significant adverse impact on the FUND level of adherence to the Index. 19. SHAREHOLDERS MEETING The shareholders meeting shall solely pass resolutions on: (i) accounting statements of the FUND; (ii) replacement of the ADMINISTRATOR or of the PORTFOLIO MANAGER; (iii) changes in the investment purpose and policy of the FUND; (iv) increases in the administration fee; (v) changes in the FUND webpage; (vi) consolidation, merger, spin-off, transformation, or liquidation of the FUND; (vii) amendments to the License Agreement if any such amendments cause an increased expenses for the FUND; and (viii) other amendments to the Regulations that do not result from decisions in connection with numbers (ii) to (v) of this item Notwithstanding the provisions of number (viii) of item 19.1, these Regulations may be amended by the ADMINISTRATOR irrespective of a shareholders meeting or of consultation with the shareholders any time such amendment results solely from the need to comply with an express requirement from the CVM, to adapt to legal or regulatory rules, or even by virtue of a change in the term covered by item 13.4 of these Regulations A shareholders meeting shall be called by means of a call notice sent to BM&FBOVESPA and posted on the FUND webpage The call notice shall compulsorily contain the day, time, and place of the shareholders meeting, the agenda with the matters to be discussed, and the details of specific proposals of amendments to the Regulations, as the case may be The shareholders meeting shall be called at least ten (10) days before the date on which it will be held The annual shareholders meeting shall be called by the ADMINISTRATOR on a yearly basis no later than June 30 of each year in order to pass resolutions on the accounting statements of the FUND The annual shareholders meeting may only be held after the accounting statements of the fiscal year have been disclosed on the FUND webpage at least fifteen (15) days before such meeting, and such statements shall be made available to the shareholders at the ADMINISTRATOR s head office In addition to the call notice set forth in item of these Regulations, the shareholders meeting may be called by the ADMINISTRATOR at any time or may be requested by the shareholder or group of shareholders holding at least five percent (5%) of all stocks issued.

15 19.5. When a shareholders meeting is requested by one or more shareholders holding at least five percent (5%) of all stocks issued, the ADMINISTRATOR shall call such meeting within thirty (30) days at the expense of the requesting party/parties, unless the shareholders meeting thus called has resolved otherwise A shareholders meeting shall also be called within fifteen (15) days by the ADMINISTRATOR and at its expense, any time: (i) the tracking error calculated as the population standard deviation of the differences between the daily percentage variation of the Equity Value of the shares and the daily percentage variation of the closing value of the Index in the preceding sixty (60) trading sessions exceeds two (2) percentage points, provided that such tracking error has not been made to comply again with the limit of two (2) percentage points up to the fifteenth (15 th ) Business Day consecutively and subsequently to the date of verification of the corresponding tracking error; (ii) the difference between the accumulated profitability of the FUND and the accumulated profitability of the Index in the preceding sixty (60) trading sessions exceeds two (2) percentage points, provided that such difference in profitability has not been made to comply again with the limit of two (2) percentage points up to the fifteenth (15 th ) Business Day consecutively and subsequently to the date of verification of the corresponding difference in profitability; or (iii) the difference between the accumulated profitability of the FUND and the accumulated profitability of the Index in a period of twelve (12) months exceeds four (4) percentage points, provided that such difference in profitability has not been made to comply again with the limit of four (4) percentage points up to the thirtieth (30 th ) Business Day consecutively and subsequently to the date of verification of the corresponding difference in profitability The occurrence of any of the events mentioned in the numbers of item 19.6 shall be disclosed on the FUND webpage, and the first disclosure in connection with numbers (i) and (ii) shall occur after sixty trading sessions have elapsed from date of the shares listing on BM&FBOVESPA, whereas the first disclosure in connection with number (iii) shall occur after twelve (12) months have elapsed from that date The agenda of the shareholders meeting called on account of the conditions set forth in the main provision and numbers of item 19.6 shall encompass the following items: I. explanations from the ADMINISTRATOR jointly with the PORTFOLIO MANAGER of the reasons which, in their opinion, caused the tracking error or the difference in profitability. Such explanations shall also be disclosed on the FUND webpage at least fifteen days before the shareholders meeting and shall be held for up to thirty (30) days after it has been held; and II. a resolution on the extinction of the FUND or on the replacement of the ADMINISTRATOR or of the PORTFOLIO MANAGER, which is a matter on which affiliates of the ADMINISTRATOR or of the PORTFOLIO MANAGER, respectively, may not be able to vote Notwithstanding the provisions of item 19.6, the shareholders meetings called on account of the conditions set forth in item 19.6 shall have the minimum interval of thirty days in the event of maintaining the ADMINISTRATOR and the PORTFOLIO MANAGER, and ninety days if the shareholders meeting has decided on their replacement The resolutions of the shareholders meeting, which shall be convened with the attendance of at least one shareholder or legal representative, shall be passed subject to the criterion of majority voting of the shareholders attending or duly represented in such meeting, with one vote being attributed to each share The matters set forth in numbers (ii) (iii), (iv) and (vi) of item 19.1 of these Regulations shall be approved by votes of the shareholders that have the qualified majority of the FUND shares, with the ADMINISTRATOR, the PORTFOLIO MANAGER and their respective affiliates being prohibited