The fund’s administration encompasses the set of services directly or indirectly related to the fund’s functioning and maintenance, which may be provided by the administrator itself or by third parties hired by the administrator on behalf of the fund, according to a written document.

In cases in which services such as (i) portfolio management, (ii) investment consulting (if any), (iii) treasury, control and processing of financial assets, (iv) share distribution, (v) bookkeeping of issuance and redemption of shares and (vi) custody of financial assets are outsourced to third parties, the investment fund’s administrator will be exclusively responsible for subsidiary attributions, such as sending communications and calls for general shareholder meetings to the shareholders, liquidity management (along wi th the manager) and conformity of net equity to the fund’s investment policy, in the terms of its regulations and applicable regulations, etc.

Furthermore, under CVM Instruction 558, which will go into effect on January 4, 2016, institutions that are authorized only in the fiduciary administrator category will be allowed to perform all activities related to the functioning and maintenance of a securities portfolio, except for management activities, under the terms of applicable regulation.

The Administrator should be a financial institution approved by the Central Bank. It is responsible for controlling investments and redemptions and for calculating the value of shares.

The implementation of a new ADR program is established between the company sponsoring the ADR program and the depositary institution. The deposit contract must be forwarded to the custodian of the program, along with other documents required by existing regulations, and then sent to CVM requesting approval of the ADR program.

American Depositary Receipts (“ADRs”) are certificates that represent assets authorized by specific regulations established by the National Monetary Council (“CMN”), deposited in specific custody in Brazil. ADRs are issued by depositary institutions abroad and may be used by companies especially to raise funds abroad.

According to CVM Instruction 559, the following documents are required to instruct the request for approval of ADR programs:

• Letter to CVM requesting registration of the ADR program (Custodian and Company);

• Contract signed between the Custodian and the Depositary Institutions of the ADR program;

• Contract signed between the Sponsoring Company and the Depositary Institution of the ADR program

• Arrangement signed between administrative entities of national and foreign organized markets addressing negotiation of securities involved in the ADR program (“Covenant”);

• Authorization from the Brazilian Central Bank (“Bacen”) in case of an ADR program with underlying assets issued by a financial institution headquartered in Brazil;

• Statement, signed by a director by statute of the Custodian Institution, confirming the validity and strict observance of: (i) the contract between the Custodian Institution and the Depositary Institution; (ii) the abovementioned arrangement and; (iii) Bacen’s authorization, when applicable;

• Statement, signed by a director by statute of the Sponsoring Company confirming the validity and strict observance of: (i) the contract between the Sponsoring Company and the Depositary Institution and; (ii) Bacen’s authorization, when applicable.

If the ADR program is unsponsored, the request for approval must be also instructed by a statement of non-objection by the issuer of the underlying securities of the certificates.

Documents written in a foreign language must be presented along with their notarized translation into Portuguese.

Itaú has credentials from CVM to act as a Custodian Institution of underlying assets of the operation, in regards to ADR issuance.

ADRs may be sponsored or unsponsored, depending on the sponsorship by their respective issuing companies.

In Brazil, the ADR Program is regulated mainly by CMN Resolution 4373/2014, CVM Instruction 559/2015, Decree 8165/2013 (for exemption of the IOF tax on ADR issuances) and Bacen Circular 3752/2015.

Itaú is compensated based on the quantity of ADR issued and canceled.

- Depository Institution or Issuer of ADRs: foreign issuer of the ADRs abroad;

- Custodian Institution: Institution authorized by the local securities and exchange commission (“CVM”) to provide custody services in Brazil;

- Sponsoring Company: a listed Brazilian company, issuer of the underlying assets of ADRs and signer of the specific contract with the depositary institution for issuance of ADRs;

- Financial Institutions: banks, brokerages, custodian user, distributors who buy, sell, transfer and receive transfers for issuance and cancellation of ADRs.

Implementation of a new BDR program is established between the company sponsoring the BDR program and the depositary institution. Additionally, for Levels II and III, the sponsoring company must register as a listed company with CVM and B3.

Brazilian Depositary Receipts, or BDRs, are deposit certificates of securities traded in the B3 of a listed company headquartered abroad (more than 50% of its assets located abroad). The underlying assets of this operation are stocks or securities under custody in the market where these assets are traded.

BDRs require a depositary bank in Brazil and a custodian who will be responsible for maintaining the securities under custody while the BDR exists.

Yes, when issuing or cancelling BDRs, investors must pay a fee to the depositary institution per issued/canceled BDR.

Itaú has credentials from CVM to act as depositary institution of BDRs.

In Brazil, the BDR Program is regulated mainly by CVM Instruction 332/2000, CVM Instruction 400/2003, CVM Instruction 480/2009 and by B3.

Carry out all the activities necessary for the administration of the Fund portfolio, in the case that this isn’t outsourced, as well as exercising all the rights inherent to the assets constituting the portfolio, within the legal limits and observing the rules established by the CVM;

Hire obligatory independent auditor, who should be registered with the CVM, to audit the Fund’s financial statements;

Hire, if necessary, another person or corporation, duly accredited by the CVM, to manage (MANAGER) the Fund portfolio;

Hire legally qualified third parties to provide the following services related to Fund activities: treasury and controlling and processing financial assets, bookkeeping of fund investments and redemptions, custody, investment consulting, distribution of shares and risk classification by specialized agency (required when the administrator isn’t duly accredited or authorized to provide those services).

In addition, one of the primary obligations of the Investment Fund Administrator is the release of information to investors in accordance with the frequency, deadlines, and content requirements stipulated by CVM regulations. The release of this information should be carried out in a manner that treats all shareholders equally. 

“Unsponsored” means that issuers companies of underlying securities of the BDRs:

(i) do not have ties with BDR programs, with exclusive responsibility lying with the Brazilian depositary institution which issued the certificates; and

(ii) are exempt from registering as foreign listed companies with CVM.

Comptroller services consist of the execution of processes regarding control of assets and liabilities, as well as execution of accounting procedures, alone or together, for investment funds, investment clubs and managed portfolios.

As Euroclear participant, Itaú offers:

• Operational customer service;
• Commercial customer service (Sales and Relationship);
• Registration and opening of client account with Euroclear;
• Information to clients about corporate events;
• Statements and daily reports;
• Billing and remittance of monthly invoices to clients; and
• Monthly conciliation of positions and balances.

It is the ideal fraction acquired by the shareholder of the fund/club’s equity when an investment transaction is carried out. In other words, the total equity of the fund/club is divided into shares, which represent the smallest fraction of the equity; and the sum of the value of the shares held by the shareholder identifies the quantity of the fund’s total equity to which the shareholder is entitled.

Share value is calculated daily and varies according to changes in the financial assets that make up the investment fund’s portfolio.

Comptroller services are sub-divided into Asset and Liability Comptroller services. The main activities inherent to each are described below.

Asset Comptroller: (i) provision of expenses of funds and portfolios, according to information received from the fund/club’s administrator or client;(ii) administration of cash entries regarding payment of expenses of funds/clubs or portfolios, such as auditing fees, CVM verification fee, administration fee, etc.; (iii) attribution of prices to assets and securities held by funds/clubs or portfolios according to the methodology defined and auditable under Itaú Unibanco’s Pricing Manual, properly registered with ANBIMA  (“Pricing”); (iv) calculation of net equity; (viii) calculation of share value (*); (v) generation of accounting information for funds/clubs and portfolios; and (vi) reports including updated asset, cash and share positions.

Liability Comptroller (only applicable to funds/clubs): (i) presentation of a system that executes registration and maintenance of the shareholder’s registry information; (ii) control of individual positions and history of shareholder transactions; (iii) settlement upon events of amortization of fund shares; (iv) settlement upon events of share issuance and redemption; (v)  process events such as, but not limited to, breakup, incorporation and closure of funds; (vi) process events of transformation and dissolution of clubs ; (vii) update shareholder balances; (viii) tax calculation, retention and payment; (ix) send notices, newsletters and statements to shareholders; (x) legalization of obligations applicable to shares, according to instructions given by the administrator of the funds/clubs; (xi) conciliation of credits produced by financial transactions of shareholders with the current accounts of their respective funds/clubs; (xii) presentation of information and compliance with orders from judicial authorities, regulators, depositary institutions; and (xiii) generation of accounting information for funds/clubs.

Accounting (only applicable to funds/clubs): (i) execute daily accounting entries related to information received from asset and liability comptrollers; (ii) produce financial statements and make them available for publication; (iii) bookkeep and reflect in accounting statements events such as breakup, incorporation and closure; (iv) conciliate accounting statements with information received from asset and liability comptrollers, as well as maintain proof documents; (v) payment of applicable taxes and fees; and (vi) service to external and internal auditors and regulators. 

Note. 1: The abovementioned activities are listed in the ANBIMA Code of Qualified Services and are subject to changes if a new edition of the ANBIMA Code of Qualified Services is published.

Euroclear provides settlement, custody and other services involving assets such as bonds, stocks, derivatives and investment funds. Its role is to connect financial market participants around the world, easing the asset management process, and ensuring that transactions are efficiently and securely processed.

Euroclear is a key global provider of domestic and international services for settlement and other services involving bonds, stocks, and transactions by investment funds. The group is formed by the Central Securities Depository and the International Securities Depository, by Brussels-based Euroclear Bank, by national entities Euroclear Belgium, Euroclear France, Euroclear Nederland, Euroclear UK & Ireland and by EMXCo (U.K provider of investment fund order routing).

Clients who hire Euroclear services through Itaú must agree with Euroclear rules, available in documents “Terms & Conditions” and “Operating Procedures”, under Brussels legislation. As Euroclear participant in Brazil, Itaú complies with Euroclear regulations, conciliating its norms with laws established and applicable in Brazil.

Itaú relies on dedicated Relationship and Customer Service teams who are responsible for understanding client needs and offering the best alternatives available at Euroclear.

Through Euroclear, investors may access the global capital markets, with a wide range of options in terms of assets of different currencies and countries, according to their interests.

Itaú is a participant of Euroclear and offers its clients access to the Euroclear platform and to the many services and assets available in the global capital markets.

The investor or proxy should head to one of the Specialized Branches that deal with securities or, if there isn’t one of these in your region, to any Itau branch. The original or notarized copies of the following documents for both the transferor and transferee should be brought along:

The following forms should also be brought along after being filled out and signed before a notary public* by the transferor and transferee:  

If the request is carried out by a proxy, the person holding power of attorney will also need to bring the originals or notarized copies of his/her:

Itaú Unibanco may request documents in addition to those cited above if deemed necessary.

When the transfer is concluded, a statement will be sent to the registered address.

*The person should sign in the presence of the notary.

The investor or someone with power of attorney should head to one of the Specialized Branches that deal with securities or, if there isn’t one of these in your region, to any Itau branch. The following documents, whether originals or notarized copies, should be brought along:

If the request is carried out by a proxy, the person holding power of attorney will also need to bring the originals or notarized copies of his/her:

Itaú Unibanco may request documents in addition to those cited above if deemed necessary.

Investors should keep their registration up to date, and need to update their registration every 2 years.

Brasília
 

SCS Quadra 2 - Ed. Palácio do Comércio Bloco B - loja 9 - Térreo

Belo Horizonte
Av. João Pinheiro, 195 – Basement - Centro  

Curitiba
R. João Negrão, 65 – Mezzanine– Centro 

Porto Alegre
R. Sete de Setembro, 1.069 – 3rd floor – Centro

Rio de Janeiro
Av. Almirante Barroso, 52 – 2nd floor - Centro 

São Paulo
R. Boa Vista, 176 – 1st lower level - Centro

Salvador
Av. Estados Unidos, 50 – 2nd floor - Comércio

The shareholder or proxy should head to one of the Specialized Branches that deal with securities or, if there isn’t one of these in your region, to any Itaú branch. The originals or notarized copies of the following documents of both the donor and recipient should be brought along:

Additional documents:

Supporting donation documents:

If the request is carried out by a proxy, the person holding power of attorney will also need to bring the originals or notarized copies of his/her:

Itaú Unibanco may request documents in addition to those cited above when deemed necessary.

Upon the completion of the transfer, a statement will be sent to the registered address.

*The person should sign the document in the presence of the notary

It’s the registration of assets, such as shares, fixed-income investments such as bonds, CRI, CRA, and Closed Funds under the names of their respective owners. The registrar of closed funds is the institution hired by the fund administrator to calculate and pay out costs and earnings, as well as providing services to investors. 

Operation instructions are sent by the client to Itaú through the Itaú Custody website. This tool enables clients to obtain reports and information needed to manage their assets.

Itaú relies on a custo mer service area that is specialized in offshore funds, with expertise to address questions and provide adequate guidance to solve issues.

- Certificate of Formation / Certificate of Incorporation: notarized translation, certified copy of the document, properly notarized and stamped by the consulate;

- Latest version of the Memorandum of Association / Articles of Association / LLC Agreement / LLP Agreement or Charter / Bylaws / Operating Agreement: notarized translation, certified copy of the document, properly notarized and legalized by the consulate;

- Offering Memorandum / Private Placement Memorandum: plain copy or digitalized image;

- Certificate of Good Standing issued by the official authority of the country whose laws rule the fund: notarized translation, certified copy of the document, properly notarized and legalized by the consulate;

- Certificate of Incumbency issued by the official authority of the country whose laws rule the fund: notarized translation, certified copy of the document, properly notarized and legalized by the consulate;

- Itaú’s KYC Procedure: original document;

- RTA letter stating that the company is the RTA and executes AML for the fund’s investors: original document;

- Manual of Policies and Procedures for RTA of Offshore Fund: plain copy or digitalized image;

- Letter from the Fund’s Board of Directors stating that the “Offering Memorandum” or “Private Placement Memorandum” is the latest valid document, listing who are the fund’s service providers (RTA and manager) and attesting to the validity of the registration documents presented;

- Management Agreement: plain copy or digitalized image;

- Updated Financial Report: plain copy or digitalized image;

- Documents by the institution that manages the fund (updated Social Statute, minutes of director elections and proxy, if any): simple copy. If the documents were issued overseas, a certified copy of the document is required, properly notarized and legalized by the consulate; and

- Client Registration Form: original document properly notarized and legalized by the consulate.

These are the services usually provided to an offshore fund:

- Administration: responsibility for the fund’s daily activities;

-NAV (Net Asset Value) Calculator: responsibility for calculation of fund shares;

- RTA (Register Transfer Agent): responsibility for the fund’s liabilities;

- Investment Management: responsibility for managing the fund;

- Custody/Settlement: responsibility for executing the fund’s operations;

- Accounting: responsibility for preparing the fund’s accounting information;

- Service to external auditors: responsibility for monitoring the fund’s auditing process.

As Offshore Funds are registered in jurisdictions that are different from the shareholder address and/or manager address, they may offer confidentiality benefits and advantages in terms of taxes, according to the legislation of the location where they are constituted.

Itaú offers the following services to offshore funds: NAV Calculator (share calculation), Accounting (Itaú is responsible for the fund’s accounting information) and Service to External Auditors.

An offshore fund is issued and canceled incorporated or addressed outside Brazilian territory, following the legislation of the country in which it was constituted.

The offshore fund is allowed to invest in the international as well as in the Brazilian market, or both.

Overall, as custodian and legal representative, Itaú represents the NRI to Brazilian regulators in the terms established by contract, executes the settlement of their transactions in Brazil, as well as custody of their assets.

This instrument targets, individuals, companies and institutional investors with funds available overseas. However, each investor is responsible for verifying eligibility to purchase shares in these funds, using information provided by agents authorized to operate with this investment modality.

The NRI has access to the same instruments and operational modalities available to domestic investors, respecting the differences in tax treatments applicable to each kind of investor / investment, as well as eventual restrictions set by existing regulations.

The non resident investor may hold the following kinds of accounts to bring their investments to Brazil’s financial and capital markets: (i) main holder of Proprietary Account; (ii) holder of Collective Account; and iii) and/or Participant of Collective Account (Passenger on Collective Account).

Importantly, the NRI may be a holder or participant in one or more accounts.

If you have any questions, need information or need to use our services, get in touch with us on business days between 9:00am and 6:00 pm via the phone numbers 3003-9285, in capital cities and metropolitan areas, or 0800 720 8285 everywhere else.

We can also provide services at our branches specializing in shareholders. Addresses for those branches are provided in the question below.

Investments carried out under CMN Resolution 4373/14 must be registered with the Central Bank by inputting information in the Central Bank’s Information System (Sisbacen) – Electronic Declaration Registration (RDE) in the Portfolio modality in one of these categories:

- Investment in the financial and capital markets by the non-resident investor of external funds which entered the country, and also from accounts in local currency held by those residing, with addresses or headquarters abroad (Annex I);

- Investment of foreign capital in the country through the Depositary Receipt mechanism (Annex II).

NRIs conforming to the first category must obtain registration from CVM.

Importantly, Annex I in Resolution 4373/14 forbids the execution of transactions outside an exchange or OTC market organized by an entity authorized by CVM, and also forbids transfers of investments held by the NRI, unless under exceptions set by ICVM 560.

When starting operations in Brazil, the Non-Resident Investor must:

I. constitute one or more representatives in the country, by requirement a financial institution authorized by the Central Bank (not necessarily confused with the entity required for tax purposes);

II. obtain registration from CVM through the representative, instructed with information found in the NRI Form (“Investor Form”), which will be effective 1 (one) working day after the information is received;

III. constitute one or more custodians authorized by CVM.

Usually, the following documents are needed:

- Custody Contract;

- Representation Contract;

- Investor Form (model found in annex to ICVM 560/15);

- Proxy Voting Contract (when contracted); and

- Registration Documents, depending on the case.

CMN Resolution 4373/14, which revoked Resolution 2689/00, rules foreign investment in Brazil’s financial and capital markets.

CVM Instruction 560/15 addresses registration, transactions and release of information by non-resident investors in Brazil.

Non resident investor is a foreign investor not residing in Brazil or a Brazilian individual who declared definitive exit from the country. Hence, the criterion is the country of residence rather than nationality. This classification is valid for individuals, companies, funds or other collective investment entities.

The Proxy Voting service consists in representing NRI clients — through a properly-sanctioned mandate — in shareholder meetings of companies in which they are shareholders.

Custody may be provided for investors or issuers. This content addresses only custody for investors. Custody for Investors encompasses safekeeping of securities, financial assets and other instruments(“Assets”), meaning: (i) conservation, control and conciliation of Assets in custody registration accounts held on behalf of investors; (ii) treatment of transaction instructions sent by investors; and (iii) registro e liquidação dos títulos e valores mobiliários depositados em agentes de custódia depositárias centrais, tais como a CETIP, SELIC e BM&FBovespa. Compreende a liquidação física e financeira dos ativos, sua guarda, registro, bem como a administração e informação treatment of events associated with these assets. The custodian will maintain ties with central depositary institutions and registration entities aiming to execute centralized deposit or registration of securities and financial assets.

Continually monitoring information related to issuer events and ensuring their prompt communication to the client;

Receiving and passing along to clients information about events related to assets under custody.

It’s the control, through bookkeeping, of clients’ assets, in tandem with depositary institutions, bookkeepers, chambers and systems of settlement, or through the physical control of assets; and responsibility for the movement of assets registered with depositary institutions, bookkeepers, chambers and systems of settlement as well as authorized intermediary institutions, or physically maintained, as well as for informing clients about these movements.

Cross-checking information about operations received from clients with information received from the institutions inter mediating the operations.

Sending information to involved parties about any discrepancies that impede the settlement of operations; and

Carrying out the physical and/or financial settlement in a timely manner and in conformity with the norms of different depositary institutions and chambers and systems of settlement.

These services target investment clubs and funds and managed portfolios, with the latter held by Closed Complementary Pension Entities (pension funds), insurers and companies.

Carrying out the reconciliation of positions registered with depositary institutions, bookkeeping agents, chambers and systems of settlement and authorized intermediary institutions, or those physically held, in light of the custodian’s internal controls.

To carry out:

• Maintenance of Assets 

• Physical and financial settlement;

• Physical and financial reconciliation;

• Consistency in the settlement process (matching of instructions with the Counterparty);

• Administration of corporate events (dividends, interest, bonuses, amortization and underwriting);

• Segregating Custody Accounts;

• Centralizing the settlement processes;

These services target investment clubs and funds and managed portfolios, with the latter held by Closed Complementary Pension Entities (pension funds), insurers and companies.

The scope includes physical and financial settlement of Assets, ensuring consistency of verification procedures, by the custodian; conservation and control of Assets in custody registration accounts; conciliation of Asset positions with central depositary institutions and registration entities; treatment of corporate events, payment of fees related to services provided in central depositary institutions and registration entities.

Note. 1: The abovementioned activities are listed in the ANBIMA Code of Qualified Services and are subject to changes if a new edition of the ANBIMA Code of Qualified Services is published.

Commercial, multiple and investment banks, savings trusts, securities brokerages or distributors, and providers of compensation and settlement services with centralized deposit, authorized by CVM to provide custody services.