BYLAWS OF IT NOW S&P500 TRN® FUNDO DE ÍNDICE National ... · ITAÚ CORRETORA DE VALORES S.A.,...

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BYLAWS OF IT NOW S&P500 TRN® FUNDO DE ÍNDICE National Corporate Taxpayers Register (CNPJ) – 17.036.289/0001-00 1. ADMINISTRATOR 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. 60.701.190/0001-04, CVM declaratory act No. 990. 2. 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. 60.701.190/0001-04, CVM declaratory act No. 990. 3. PROVIDER OF SERVICES INVOLVING BOOKKEEPING OF THE CREATION, 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, 3,400 – 10 th floor, City: São Paulo, State: São Paulo, enrolled with the National Corporate Taxpayers Register under CNPJ No. 61.194.353/0001-64. 4. DEFINITIONS “Authorized Agent”. Each duly qualified Securities Broker and/or Dealer belonging to the securities distribution system, and that have executed an Authorized Agent Agreement. “Payment Adjustment”. With respect to a Payment Order, the positive or negative difference between (i) the Basket amount disclosed by the ADMINISTRATOR at the opening of the Business Day Locally and Abroad of the receipt and acceptance of the order, and (ii) the closing amount of the Basket on the same day. “Redemption Adjustment”. With respect to a Redemption Order, the positive or negative difference between (i) the Basket amount disclosed by the ADMINISTRATOR at the opening of the Business Day Locally and Abroad of the receipt and acceptance of the order, and (ii) the closing amount of the Basket on the same day. “Basket Composition File”. The file determining the amount of the Basket in Brazilian currency, as calculated by the PORTFOLIO MANAGER and disclosed, on each Business Day Locally and Abroad, 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. “Basket”. Means the amount in Brazilian currency to be delivered by shareholders or by the FUND for the purposes of payment or redemption of the Minimum Batches of Shares, respectively. “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. “License Agreement”. Agreement executed between S&P® 1 Opco LLC and the PORTFOLIO MANAGER on May 24, 2013, governing the granting of a license to use the S&P500® TRN index (“S&P500® TRN”), 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 and Exchange Commission. “Business Day Locally and Abroad”. Any day in which BM&FBOVESPA and the foreign stock exchange on which the shares in the Foreign Exchange Traded Fund are open for trading. “Business Day Locally”. Any day other than (i) Saturday, (ii) Sunday, or (iii) any other day in which the banks in the cities of São Paulo, State of São Paulo, Brazil and BM&FBOVESPA are compelled or authorized by the applicable law or regulations to remain closed. “Rights in Securities”. Coupons, rights, subscription warrants, and splitting certificates in connection with any securities existing in the FUND portfolio pursuant to the applicable regulations. “FUND”. It Now S&P500® TRN Fundo de Índice. 1 Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”), and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”) which has been licensed for use to S&P Dow Jones Indices LLC (“S&PDJI”) and its affiliates and sublicensed for use to Itaú Unibanco S.A. It Now S&P500® TRN Fundo de Índice is not sponsored, supported, distributed, or promoted by S&PDJI, Dow Jones, or their affiliates. S&PDJI, Dow Jones, or their affiliates do not make any assurance representation or warranty and do not establish any condition or recommendation regarding the investor’s decision to buy, sell, or hold shares in It Now S&P500® TRN Fundo de Índice.

Transcript of BYLAWS OF IT NOW S&P500 TRN® FUNDO DE ÍNDICE National ... · ITAÚ CORRETORA DE VALORES S.A.,...

Page 1: BYLAWS OF IT NOW S&P500 TRN® FUNDO DE ÍNDICE National ... · ITAÚ CORRETORA DE VALORES S.A., with its principal place of business at Av. Brigadeiro Faria Lima, 3,400 – 10th floor,

BYLAWS OF IT NOW S&P500 TRN® FUNDO DE ÍNDICE

National Corporate Taxpayers Register (CNPJ) – 17.036.289/0001-00

1. ADMINISTRATOR

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. 60.701.190/0001-04, CVM declaratory act No. 990.

2. 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. 60.701.190/0001-04, CVM declaratory act No. 990.

3. PROVIDER OF SERVICES INVOLVING BOOKKEEPING OF THE CREATION, 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, 3,400 – 10th floor, City: São Paulo, State: São Paulo, enrolled with the National Corporate Taxpayers Register under CNPJ No. 61.194.353/0001-64.

4. DEFINITIONS

“Authorized Agent”. Each duly qualified Securities Broker and/or Dealer belonging to the securities distribution system, and that have executed an Authorized Agent Agreement.

“Payment Adjustment”. With respect to a Payment Order, the positive or negative difference between (i) the Basket amount disclosed by the ADMINISTRATOR at the opening of the Business Day Locally and Abroad of the receipt and acceptance of the order, and (ii) the closing amount of the Basket on the same day.

“Redemption Adjustment”. With respect to a Redemption Order, the positive or negative difference between (i) the Basket amount disclosed by the ADMINISTRATOR at the opening of the Business Day Locally and Abroad of the receipt and acceptance of the order, and (ii) the closing amount of the Basket on the same day.

“Basket Composition File”. The file determining the amount of the Basket in Brazilian currency, as calculated by the PORTFOLIO MANAGER and disclosed, on each Business Day Locally and Abroad, 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.

“Basket”. Means the amount in Brazilian currency to be delivered by shareholders or by the FUND for the purposes of payment or redemption of the Minimum Batches of Shares, respectively.

“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.

“License Agreement”. Agreement executed between S&P®1 Opco LLC and the PORTFOLIO MANAGER on May 24, 2013, governing the granting of a license to use the S&P500® TRN index (“S&P500® TRN”), 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 and Exchange Commission.

“Business Day Locally and Abroad”. Any day in which BM&FBOVESPA and the foreign stock exchange on which the shares in the Foreign Exchange Traded Fund are open for trading.

“Business Day Locally”. Any day other than (i) Saturday, (ii) Sunday, or (iii) any other day in which the banks in the cities of São Paulo, State of São Paulo, Brazil and BM&FBOVESPA are compelled or authorized by the applicable law or regulations to remain closed.

“Rights in Securities”. Coupons, rights, subscription warrants, and splitting certificates in connection with any securities existing in the FUND portfolio pursuant to the applicable regulations.

“FUND”. It Now S&P500® TRN Fundo de Índice.

1 Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”), and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”) which has been licensed for use to S&P Dow Jones Indices LLC (“S&PDJI”) and its affiliates and sublicensed for use to Itaú Unibanco S.A. It Now S&P500® TRN Fundo de Índice is not sponsored, supported, distributed, or promoted by S&PDJI, Dow Jones, or their affiliates. S&PDJI, Dow Jones, or their affiliates do not make any assurance representation or warranty and do not establish any condition or recommendation regarding the investor’s decision to buy, sell, or hold shares in It Now S&P500® TRN Fundo de Índice.

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“Foreign Exchange Traded Fund”. SPDR® S&P 500® ETF Trust, an exchange traded fund organized under the laws of New York, United States of America, as an investment company registered under the Investment Company Act of 1940 and traded in NYSE Arca, Inc.

“Cut-off Time for Orders”. The time or respective times, always before the closing time of the BM&FBOVESPA trading session and disclosed on the webpage of the FUND, which shall be regarded as the limit for Payment Orders and Redemption Orders, as the case may be, to be processed on the same day, provided it is a Business Day Locally and Abroad.

“Time for Delivery of the Basket”. The time or respective times, always before the closing time of the BM&FBOVESPA trading session and subsequent to the Cut-off Time for Orders and disclosed on the webpage of the FUND, which shall be regarded by the Authorized Agent for the delivery of Baskets in the transactional page of the webpage www.itau.com.br/itnow for purpose of carrying out Payment Orders.

“Index” or “S&P 500® TRN”. S&P 500® TRN Index (S&P 500® TRN), whose features are those set forth in item 7 of these Bylaws.

“Permitted Investments”. The following are financial instruments and securities in which the FUND may invest up to five percent (5%) of its Total Net Assets: (i) government securities issued by the Brazilian National Treasury; (ii) fixed rate notes issued by financial institutions; (iii) shares of investment funds with referenced or short-term fixed rate characteristics; (iv) repurchase agreements 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 over-the-counter markets, in Brazil or abroad, solely for the administration of risks inherent in the FUND portfolio, with due regard for the applicable legislation and regulations; (vi) shares from other exchange traded funds traded in Brazil; and (vii) government bonds or other low-credit-risk securities abroad; and (viii) other financial assets with liquidity not included in the reference index.

“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 Bylaws.

“Reference Currency of the FUND”. Although the FUND is based on a foreign index, the reference currency of the FUND shall be the Brazilian currency (Real). For purposes of calculation of the FUND’s adherence to S&P500® TRN, the value of the theoretical portfolio of the index shall be converted into Brazilian currency on a daily basis in accordance with the parameters of pricing of the CUSTODIAN, and the FUND’s adherence to the index shall be based on the value of the portfolio of the index as converted into Brazilian currency. As the FUND will invest primarily in the Foreign Exchange Traded Fund, the value of each share in the Foreign Exchange Traded Fund as converted into Brazilian currency in accordance with the same conversion standards set forth above shall be used for purposes of daily calculation of the value of each share in the FUND.

“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.

“Total Net Assets”. 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 Payment”. Request from the investor to an Authorized Agent for the payment of one or more Minimum Batches of Shares.

“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.

“Revenue”. Gains, dividends, Rights in Assets, and other rights in connection with the FUND portfolio assets, as well as other revenue of the FUND and receivables.

“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.

“Purchase Fee”. Fee, to the benefit of the FUND, charged from the investor upon the Request for Payment, as calculated by the PORTFOLIO MANAGER on each Business Day Locally and Abroad, pursuant to a formula disclosed on the webpage of the FUND. The Purchase Fee calculated by the PORTFOLIO MANAGER applicable to payment on a certain Business Day Locally and Abroad shall be disclosed by the ADMINISTRATOR at the end of each Business Day Locally and Abroad. The purpose of the Purchase Fee is to transfer to the investor costs and expenses incurred by the FUND for acquisition of the assets that compose the FUND portfolio, in order to avoid losses to the other shareholders of the FUND as a result of the

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payment of shares of the FUND in Brazilian currency. The formula of the Purchase Fee shall reflect the following expenses: (i) positive or negative difference between the acquisition price of the financial assets of the FUND with respect to the price used to account the amount of the corresponding asset during calculation of the value of the share, pursuant to the provisions of these regulations, including the difference relating to the trading exchange rates and calculation of the share, (ii) expenses with the exchange closing for the remittance of funds abroad for the acquisition of assets by the FUND, (iii) trading expenses for the acquisition of assets on the foreign market by the FUND, such as emoluments and brokerages, and (iv) possible taxes levied on the remittance of funds abroad or acquisition of the assets.

“Payment and Redemption Stock Exchange Fee”. Processing fee charged by BM&FBOVESPA from the requesting party for Payment Order and/or Redemption Order.

“Redemption Fee”. Fee, to the benefit of the FUND, charged from the shareholder upon the Request for Redemption, as calculated by the PORTFOLIO MANAGER on each Business Day Locally and Abroad, pursuant to a formula disclosed on the webpage of the FUND. The Redemption Fee calculated by the PORTFOLIO MANAGER applicable to the Redemptions on a certain Business Day Locally and Abroad shall be disclosed by the ADMINISTRATOR at the end of each Business Day Locally and Abroad. The purpose of the Redemption Fee is to transfer to the shareholder costs and expenses relating to the sale of the assets by the FUND for payment of the redemption of shares, in order to avoid losses to the other shareholders of the FUND as a result of such redemption in Brazilian currency. The formula of the Redemption Fee shall reflect the following expenses: (i) positive or negative difference between the selling price of the financial assets of the FUND with respect to the price used to account the amount of the corresponding asset during calculation of the value of the share, pursuant to the provisions of these regulations, including the difference relating to the trading exchange rates and calculation of the share, (ii) expenses with the exchange closing for the purchase of funds abroad in Brazil as a result of the sale of assets by the FUND, (iii) trading expenses for the sale of assets on the foreign market by the FUND, such as emoluments and brokerages, and (iv) possible taxes levied on the sale of the assets or on the purchase of funds in Brazil as a result of such sale.

“Equity Value”. The total net assets of the FUND shares, calculated pursuant to item 13.4.

5. THE FUND, ITS CHARACTERISTICS AND PURPOSE

5.1. IT NOW S&P500® TRN Fundo de Índice (“FUND”), organized as an open-end fund, is a pool of funds intended for investment in financial assets for the purpose of reflecting the performance, before fees and expenses, of S&P500® TRNIndex, calculated by S&P®. The purpose of the FUND shall be achieved primarily through investment in shares in the Foreign Exchange Traded Fund.

5.1.1. The FUND is authorized to make investments abroad without any limitation whatsoever.

5.2. The FUND is organized as an open-end fund, subject to the creation and redemption rules set forth in these Bylaws. Notwithstanding, the FUND shares are admitted to trading on BM&FBOVESPA. The term of duration of the FUND shall be indefinite.

5.3. The FUND is governed by these Bylaws and by the legal and regulatory provisions applicable to it.

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 performance to shareholders.

5.5. 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.

5.6. 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 The FUND is targeted primarily to investors covered by the definition of target audience on the website of the FUND. The target audience of the FUND, in accordance with the definition set forth from time to time on the website of the FUND, shall always reflect CVM’s then-current understanding regarding which investors may acquire shares in market index investment funds that invest in foreign exchange traded funds under the applicable regulations. If the investment fund is held by non-resident investors, the non-resident investors should verify the adequacy of the acquisition of the fund to the applicable law in your jurisdiction.

6.2 The broker intermediary institutions must verify the satisfaction of the condition above in regard to potential buyers of shares in the FUND.

7. CHARACTERISTICS OF THE S&P 500® TRN INDEX

7.1. S&P500® TRN belongs to Standard and Poor’s® and was designed to reflect the US stock market. Such index is composed of 500 leading companies in the US economy and is concentrated in the large market capitalization segment. The stocks comprised in the index are classified in accordance with the Global Industry Classification Standard or GICS. The index is adjusted on a quarterly basis, based on the closing prices from the previous week for rebalancing.

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7.1.1. The S&P 500® TRN index is a net total return version of the S&P 500® index. This version is different in the way how dividends are accounted for. The net total return (TRN) version reflects the effects of reinvestments of dividends after income tax. This version of the index, i.e. S&P 500® TRN (S&P 500® net total return), constitutes the benchmark of the FUND.

7.2. The stocks that meet the following criteria shall be eligible for inclusion in the Index portfolio:

(i) Unadjusted market capitalization in excess of US$4.6 billion for S&P 500®;

(ii) Adequate liquidity and reasonable price, meaning that the ratio of annual dollar value traded to float adjusted market capitalization should be 1.00 or greater, and the company should trade a minimum of 250,000 shares in each of the six months leading up to the evaluation date;

(iii) Domicile: The company must be a US company. For the purposes of the Index, a US company must present the following characteristics: (a) its annual report must be filed on Form 10-K as provided for in US regulations, and the company should not be considered a foreign entity by the Securities and Exchange Commission (SEC); (b) the U.S. portion of fixed assets and revenues constitutes a plurality of the total, but need not exceed 50%. When these factors are in conflict, assets determine plurality. Revenue determines plurality when there is incomplete asset information; (c) the primary listing of the common stock is the NYSE (including NYSE Arca and NYSE MKT), the NASDAQ Global Select Market, the NASDAQ Select Market or the NASDAQ Capital Market. American Depositary Receipts (ADRs) are not eligible for inclusion; and (d) a corporate governance structure consistent with U.S. practice and required by the institutions in which the stocks of the index portfolio are listed (NYSE and NASDAQ). More information about the corporate governance criteria required for that stocks listed on the NYSE and NASDAQ can be obtained on the following websites: http://usequities.nyx.com/mkt-equities-regulation/corporate-governance (Part 8 of the NYSE Company Guide) and https://listingcenter.nasdaqomx.com/assets/initialguide.pdf (Listing Rule 5600 Series);

(iv) Public float: Public float of at least 50% of the stock;

(v) Sector classification: Contribution to sector balance maintenance, as measured by a comparison of each GICS sector’s weight in an index with its weight in the market, in the relevant market capitalization range;

(vi) Financial viability: Companies should have four consecutive quarters of positive as-reported earnings. As-reported earnings are Generally Accepted Accounting Principles (GAAP) net income excluding discontinued operations and extraordinary items; and

(vii) Eligible securities: Eligible securities (including (a) equity in real estate investment trusts, and (b) shares of business development companies, type of investment company similar to a closed end fund in the United States of America, whose shares are traded on stock exchange, consisting primarily for investment in unlisted companies or small capitalization - up to $ 250 million outstanding shares on the stock exchange) include all US common equities listed on the NYSE (including NYSE Arca and NYSE Amex). The NASDAQ Global Select Market, the NASDAQ Select Market, and the NASDAQ Capital Market.

7.3. A stock shall be excluded from the portfolio if, upon periodical reappraisals, it fails to meet one of the inclusion criteria:

(i) Companies involved in merger, acquisition, or significant restructuring such that they no longer meet the inclusion criteria: Companies delisted as a result of merger, acquisition or other corporate action are removed at a time announced by S&P Dow Jones Indices, normally at the close of the last day of trading or expiration of a tender offer. Constituents that are halted from trading may be kept in the index until trading resumes, at the discretion of S&P Dow Jones Indices. If a company is moved to the pink sheets or the bulletin board, the stock will be removed. Index changes are announced with one to five days’ advance notice;

(ii) Companies that that substantially violate one or more of the inclusion criteria: S&P Dow Jones Indices believes turnover in index membership should be avoided when possible. At times a company may appear to temporarily violate one or more of the addition criteria. However, the addition criteria are for addition to an index, not for continued membership. As a result, an index constituent that appears to violate criteria for addition to that index will not be deleted unless ongoing conditions warrant an index change. When a company is removed from an index, S&P Dow Jones Indices will explain the basis for the removal.

7.4. The US index of S&P Dow Jones Indices freezes index share counts of constituent stocks during the week preceding the rebalancing effective date, which is the third Friday of the last month of each quarter. During such frozen period, the stocks are not changed except for certain types of corporate events (i.e. merger activities, stock splits, rights offerings, and certain stock dividend payment events).

7.5. Corporate events (such as stock splits, stock dividends, spin-offs, and rights offerings) are applied after the closing of businesses on the day before the ex-rights date. Equity changes resulting from trade offerings are made on the ex-rights date.

7.6. The S&P500 index is a market capitalization-weighted index and follows float adjusted rules, where the weight of each stock in the index is equivalent to the portion of their market value (considering only the free float - stocks available to investors rather than all of a company’s outstanding shares - multiplied by the stock price on the day) divided by the sum of the value of all 500 stocks comprising the index. For more details on the float adjustment rules of stocks comprising the portfolio index, see the S&P Dow Jones Indices - Float Adjustment Methodology.

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7.7. For further details on the index, please refer to the index methodology available on the internet at www.itau.com.br/itnow and at www.indices.standardandpoors.com.

7.8. S&P® 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. S&P®, the FUND, the ADMINISTRATOR, and the PORTFOLIO MANAGER shall not be liable for and do not ensure the accuracy or completeness of the Index or of any information included therein.

7.8.1. Should S&P® 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. 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.

7.9. Any information on the Index provided for in these Bylaws, on the FUND webpage, and in the FUND disclosure materials is or shall be, as the case may be, obtained from (i) S&P® or from its webpage and (ii) from public information sources. 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.

7.10. 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 S&P® are subject to updating in the FUND website.

8. INVESTMENT POLICY

8.1. The FUND portfolio may include (a) shares in the Foreign Exchange Traded Fund, (b) long positions on futures markets, in Brazil and abroad, of the S&P 500® Index in order to reflect the variation and performance of such Index, (c) long positions on the dollar future market in order to hedge against the divergence (tracking error) risk resulting from the currency exposure generated by positions held in futures markets of the S&P500® index, in Brazil and abroad, as well as for the positions in cash, local fixed income, investment funds and accounts receivable in Reais (d) Permitted Investments, (e) Accumulated and not distributed revenue, and (f) cash, with due regard for the FUND portfolio diversification and composition limits detailed below.

8.2. Except as otherwise provided in item 8.2.1., the FUND shall invest at least ninety-five percent (95%) of its equity in shares in the Foreign Exchange Traded Fund or in long positions on the futures markets of the S&P 500® Index, in Brazil or abroad, in order to reflect the variation and performance of the Index, with due regard for the limits set forth in these Bylaws.

8.2.1. The FUND may invest up to ninety-five percent (95%) of its equity in long positions on the dollar future market in order to hedge against the divergence (tracking error) risk resulting from the currency exposure generated by positions held in futures markets of the S&P500® index, in Brazil and abroad, as well as from the cash positions, local fixed income, investment funds and accounts receivable in Reais.

8.2.2. The futures contracts contemplated in item 8.1 carried out in Brazil shall be traded on a commodities and futures exchange and settled in clearing and settlement chambers and service providers that assume the position as central counterparty.

8.3. In the remaining five percent (5%) of its portfolio, the FUND may hold stocks and other secutities not included in the Index, provided that they constitute Permitted Investments.

8.3.1. The FUND may invest up to five percent (5%) of its total net assets in shares of investment funds administered or managed by the ADMINISTRATOR, by the PORTFOLIO MANAGER, or by entities affiliated to it, but investments in those funds exceeding one percent (1%) of the total net assets of the FUND may only be made in funds the administration fee of which is estimated to be zero.

8.4. 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 from the date of verification of such noncompliance.

8.5. The total of the guarantee margins required from the FUND in its derivatives transactions may not exceed fifteen percent (15%) of the total net assets of the FUND.

8.6. 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 by seeking to achieve the FUND investment objective.

8.6.1. The PORTFOLIO MANAGER shall not seek to achieve yield exceeding the Index performance, nor shall it resort to defensive positions in the event of extraordinary market fluctuations.

8.7. The Revenue received by the FUND shall not be paid to shareholders and shall be reinvested in shares in the Foreign Exchange Traded Fund or in other Permitted Investments.

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8.8. The FUND may enter into yield swap forward contracts with third parties based on the variation difference between the FUND yield and the Index yield.

9. FUND ADMINISTRATION AND MANAGEMENT

9.1. The FUND administration and management shall be exercised by the ADMINISTRATOR identified above.

9.1.1. With due regard for the legal limitations as well as those set forth in the regulations in effect and in these Bylaws, the ADMINISTRATOR has powers to perform all acts deemed necessary for the FUND portfolio administration and management and to exercise all rights inherent in the securities composing such portfolio, including the hiring of third parties duly qualified to provide services in connection with the FUND activities.

9.2. The ADMINISTRATOR shall retain Authorized Agents to broker the payment and redemption of the FUND shares. The shares may only be paid in or redeemed through such Authorized Agents.

9.3. 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.

9.4. 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.

9.5. 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.

9.6. 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.

9.7. 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;

(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 shareholder of the Foreign Exchange Traded Fund which may adversely affect the trading of the shares in the Foreign Exchange Traded Fund or index Stocks on stock exchanges.

10. TOTAL NET ASSETS OF THE FUND

10.1. The Total Net Assets of the FUND shall be calculated every Business Day Locally, upon the closing of the Local market, and, on Business Days Locally on which the primary market on which the shares in the Foreign Exchange Traded Fund are traded is in operation, also upon the closing of such market, based on the values of the FUND portfolio assets, considering the accounting standards adopted by the CVM and the pricing parameters of the CUSTODIAN, and subject to the provisions of item 13.4 below.

11. REMUNERATION

11.1. For the services involving the administration and portfolio management of the FUND, the ADMINISTRATOR shall receive remuneration equivalent to the annual percentage of one thousand seven hundred fifty-five tenths of thousandths percent (0.1755%) calculated on the Total Net Assets. Such remuneration shall be calculated and appropriated on a daily basis per Business Day Locally, 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.

11.2. Such remuneration shall include payments due to the FUND’s service providers, including custodians, but shall not include sums in connection with administration fees of the funds in which the FUND invests, including the Foreign Exchange Traded Fund, the remuneration of the auditor of the financial statements of the FUND, or sums in connection with other charges borne by the FUND, which shall be charged against the FUND in accordance with the provisions set forth in these bylaws and in the regulations. Additional information on administration fees of the Foreign Exchange Traded Fund shall be made available on the webpage of the FUND.

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11.3. The ADMINISTRATOR may also unilaterally reduce the fees set forth in this item 11 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 11, as provided for in the applicable regulations, and shall amend these Bylaws accordingly. The fees set forth in this item 11 may not be increased without prior approval from the shareholders’ meeting.

11.4. 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 Bylaws.

12. FUND PORTFOLIO ASSET LOAN TRANSACTIONS

12.1. The FUND shall not lend shares in the Foreign Exchange Traded Fund comprised in the FUND portfolio.

12.2. Shareholders of the FUND shall not be entitled to exercise the right to vote at meetings of issuers of the assets invested by Foreign Index Fund (issuers of the assets belonging to the index portfolio).

13. FUND SHARES

13.1. The FUND shares correspond to ideal fractions of the FUND equity, and shall be registered and recorded in the name of their holders.

13.2. 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.

13.2.1. 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 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.

13.3. The register of the FUND shares shall be entered in a book.

13.4. The Equity Value of each FUND share results from dividing the FUND Total Net Assets value by the number of existing shares, subject to the provisions of item 10.1. of these Bylaws. The value of the FUND assets, for purposes of calculation of the value of the share used in investments in and redemptions from the FUND, shall be calculated in accordance with the following method:

(a) Domestic market assets: Calculated daily by the ADMINISTRATOR or by its third-party contractors, in accordance with the pricing manual of the CUSTODIAN of the FUND, preferably based on domestic market public sources;

(b) International market assets: Calculated whenever possible and, subject to the provisions of item 10.1, in the same manner and at the same time as for the domestic market assets. However, if the daily quotes of the international market assets have not been disclosed by the time of calculation of the daily value of the FUND share, the ADMINISTRATOR or its third-party contractors may estimate the value of such assets by verifying the adherence of such estimate to the last available value of the asset, preferably based on international public sources;

(c) Consolidation of the value of the assets of the FUND and of the Foreign Exchange Traded Fund and determination of the total equity of the FUND: Subject to the provisions of item 10.1, the ADMINISTRATOR or its third-party contractors shall estimate the daily value of international market assets not quoted by the time of calculation of the value of the FUND share, verify the adherence of such estimate to the available international public sources, and consolidate the estimated value of such assets with the value of the domestic market assets and the value of international market assets with a daily quote, thus obtaining the total equity of the FUND and, consequently, the value of the FUND share to be used in investments and redemptions;

(d) In regard to the exchange rate for conversion of assets acquired in the international market, the standards established for currency conversion under the general rules applicable to investment funds shall be followed (or, if there are no such criteria, the pricing parameters of the CUSTODIAN).

13.5. 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 S&P® conducts significant adjustments to the Index number in points.

13.6. In order to achieve the purpose set forth in item 13.5, 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 15 of these Bylaws.

13.7. The Equity Value of the FUND shares as ascertained upon closing of the Business Day Locally and Abroad of the date

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of the request shall be used both upon payment and upon redemption of the FUND shares, in accordance with the method set forth in item 13.4 above.

13.8. The FUND shares may be subject to loan or guarantee, including guarantee of stock loan transactions as provided for in the regulations in effect.

13.9. 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. Likewise, the authority that regulates the organized market on which the shares in the Foreign Exchange Traded Fund are traded may also adopt a suspension of the trading of such shares and other measures provided for in its rules, regulations, and operating procedures.

14. PAYMENT AND REDEMPTION OF SHARES

14.1. Except as otherwise expressly set forth in these Bylaws, the units shall only be issued and redeemed in Minimum Batches of Shares or in multiple Minimum Batches of Shares.

14.1.1. 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.

14.2. Payment Orders of FUND shall only be accepted on Business Days Locally and Abroad up to the respective Cut-off Time for Orders and they shall be converted on the same day and settled on one (1) business day in accordance with the deadline established by BM&FBOVESPA, provided they are in compliance with the rules set forth in this bylaws.

14.2.1. Redemption Orders of FUND shall only be accepted (i) in Business Days Locally and Abroad until the respective Cut-Off Time for Orders; and (ii) provided that the three (3) days following the Redemption Order are also business days, considered business days in the stock exchange abroad where the shares of Foreign Index Fund are traded. Mentioned Orders will be converted on the same day and settled within three (3) business days locally, provided they are in compliance with the rules set forth in this bylaws.

14.2.2. Payment Orders or Redemption Orders requested in days that they are not accepted or placed after the Cut-off Time for Orders will not be accepted, and in the event an interest in the creation or redemption remains, a new Order shall be sent on the immediately subsequent Business Day Locally and Abroad in which the order can be accepted, subject to the rules and time established in items 14.2 and 14.2.1 above.

14.3. The Basket, whether for the purposes of a Payment Order or for the purposes of a Redemption Order, shall be fully composed of funds in Brazilian currency and (i) in the event of Payment Order, it shall be delivered to the Authorized Agent, pursuant to the terns defined by the Authorized Agent, it being understood that such delivery shall be made before the Time for Delivery of the Basket sufficiently in advance so as to allow compliance with the condition set forth in item 14.6.1, as defined in item 4, and (ii) in the event of Redemption Order, it shall be delivered to the shareholder within up to three (3) Business days Locally and Abroad, provided that the redemption order is made accordance to the rule established in item 14.2.1 above.

14.4. 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 Business Day Locally and Abroad. 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.

14.5. Subject to the provisions of items 14.2 e 14.2.1, the payment and redemption of Minimum Batches of Shares shall be settled, respectively, (i) by the closing of the first local business day following the receipt of the Payment Order; and (ii) within up to three (3) Business Days Locally and Abroad after receipt of the redemption Order. Any changes in said settlement term made by BM&FBOVESPA or as a result of changes in procedures involving the transfer of assets traded on the foreign exchange on which such assets are traded which temporarily or permanently prevent settlement within the term set forth above shall be promptly disclosed on the FUND webpage. In addition, whenever there is suspension of the trading of any shares in the Foreign Exchange Traded Fund or in the event of interruption of exchange rate flows between Brazil and the market on which the shares in the Foreign Exchange Traded Fund are trading, settlement of the Payment or Redemption Orders may be completed in a term exceeding the term provided for in this item.

14.6. The Authorized Agents shall submit a Payment Order or a Redemption Order that, on a case-by-case basis, will not be deemed accepted until the ADMINISTRATOR, through BM&FBOVESPA and/or through a transactional page of the webpage www.itau.com.br/itnow, has submitted to such Authorized Agent a confirmation that the corresponding Payment Order or Redemption Order, as the case may be, has been accepted.

14.6.1. Irrespective of acceptance by the ADMINISTRATOR of a certain Payment Order, if the Basket(s) for completion of this Order is(are) not delivered at the transactional page of the webpage www.itau.com.br/itnow by the Authorized Agent by the Time for Delivery of the Basket, the Payment Order shall not be settled by the ADMINISTRATOR, which shall automatically cancel the creation of shares relating to such Order.

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14.7. The Purchase Fee and the Payment Adjustment shall be paid by the shareholders on the Business Day Locally following the day of the Payment Order. The Redemption Fee and the Redemption Adjustment shall be paid by the shareholders on the day of the settlement of the Redemption Order. These payments shall be made pursuant to instructions received by the shareholder from its Authorized Agent, and credit and debit balances may be offset, should this be the case.

14.7.1. If the creditor of the Payment or Redemption Adjustment amount is the shareholder, such credit shall be provided by the FUND to the Authorized Agent by means of the BM&FBOVESPA, and the Authorized Agent shall deliver it to the shareholder. In this event, the Payment Adjustment shall be provided by the FUND on the Business Day Locally subsequent to the day of the Payment Order and the Redemption Adjustment shall be provided by the FUND on the settlement day of the Redemption Order.

14.7.2. The amounts received by the Fund by way of Payment and Redemption Adjustment (when the Fund is the creditor of the adjustment), as well as by way of Purchase Fee and Redemption Fee shall be converted to the benefit of the FUND.

14.8. 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 respective Cut-off Time for Orders. Should the ADMINISTRATOR not receive such Shareholder Records within the aforementioned term, the Request for Redemption shall be cancelled.

14.9. Without prejudice to the other rules contemplated in these Regulations, the Redemption Orders shall only be carried out if the shareholder has a balance of shares equal to or greater than that requested in the corresponding Redemption Order. Upon any Redemption, the shares to be destroyed, for purposes of delivery of the Basket(s) to the shareholders, shall be blocked upon acceptance of the Order by the ADMINISTRATOR, as provided in item 14.6.

14.10. The payments of FUND shares may be suspended at the ADMINISTRATOR’s discretion whenever (i) BM&FBOVESPA or the CVM suspends the trading of FUND shares, (ii) the relevant foreign authorities suspend the trading of shares in the Foreign Exchange Traded Fund.

14.10.1. Additionally, redemptions of FUND shares may be suspended, at the discretion of the ADMINISTRATOR, whenever the relevant foreign authorities suspend the trading of shares in the Foreign Exchange Traded Fund in which the FUND concentrates its investments from time to time.

14.11. Upon a Redemption Order, the Basket may encompass, at the sole discretion of the ADMINISTRATOR, coupons, rights, subscription warrants, and stock split certificates relating to any securities existing in the FUND portfolio, in accordance with the applicable regulations.

14.12. Upon completion of a Payment and/or Redemption Order, BM&FBOVESPA may charge an order processing fee (“Payment and Redemption Stock Exchange Fee”) from the corresponding requesting party. In the event of such charge, such fee shall be charged per order completed, irrespective of the number of paid and/or redeemed minimum batches.

14.12.1. The amount of the Payment and Redemption Stock Exchange Fee is disclosed by BM&FBOVESPA through official letters to the Authorized Agents.

14.13. Without prejudice to the provisions of item 14.8, Payment Order Requests and Redemption Requests to the Authorized Agent shall be preceded by delivery by the respective investor or shareholder to the Authorized Agent, within the term required by the latter, of any information and documents necessary so that the Authorized Agent may ensure compliance with legal rules and regulations relating to enrollment and prevention of money laundering.

15. AMORTIZATION OF SHARES

15.1. 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.

15.2. The ADMINISTRATOR may only use such power in the event the FUND performance exceeds the Index performance.

16. TRADING OF SHARES

16.1. The FUND shares shall be listed for trading on BM&FBOVESPA.

16.2. 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.

16.3. Notwithstanding the provisions of item 16.2, the PORTFOLIO MANAGER may not act as a market former for the FUND shares.

17. EARNINGS DISTRIBUTION POLICY

17.1. The FUND earnings shall be automatically reinvested in itself. If the rights relating to the assets of the FUND portfolio

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are not immediately paid or distributed to the FUND, the FUND shall keep the respective rights in its portfolio, and the PORTFOLIO MANAGEMENT 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.

18. SHAREHOLDERS’ MEETING

18.1. 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, Purchase or Redemption 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 18.1.

18.1.1. Notwithstanding the provisions of number (viii) of item 18.1, these Bylaws 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 to update the ADMINISTRATOR’s address or contact information.

18.2. A shareholders’ meeting shall be called by means of a call notice sent to BM&FBOVESPA and posted on the FUND webpage.

18.2.1. 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.

18.2.2. The shareholders’ meeting shall be called at least ten (10) days before the date on which it will be held.

18.2.3. 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.

18.3.1. 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 kept available to the shareholders at the ADMINISTRATOR’s head office.

18.4. In addition to the call notice set forth in item 18.2.3 of these Bylaws, 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.

18.5. When a shareholders’ meeting is requested by one or more shareholders holding at least five percent (5%) of all shares 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.

18.6. 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 (15th) Business Day Locally consecutively and subsequently to the date of verification of the corresponding tracking error;

(ii) the difference between the accumulated performance of the FUND and the accumulated performance of the Index in the preceding sixty (60) trading sessions exceeds two (2) percentage points, provided that such difference in performance has not been made to comply again with the limit of two (2) percentage points up to the fifteenth (15th) Business Day Locally consecutively and subsequently to the date of verification of the corresponding difference in profitability; or

(iii) the difference between the accumulated performance of the FUND and the accumulated performance of the Index in a period of twelve (12) months exceeds four (4) percentage points, provided that such difference in performance has not been made to comply again with the limit of four (4) percentage points up to the thirtieth (30th) Business Day Locally consecutively and subsequently to the date of verification of the corresponding difference in performance.

18.6.1. The occurrence of any of the events mentioned in the numbers of item 18.6 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.

18.6.2 The agenda of the shareholders’ meeting called on account of the conditions set forth in the main provision and numbers of item 18.6 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 performance. 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

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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.

18.6.3. Notwithstanding the provisions of item 18.6, the shareholders’ meetings called on account of the conditions set forth in item 18.6 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.

18.7. 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.

18.7.1. The matters set forth in numbers (ii) (iii), (iv), and (vi) of item 18.1 of these Bylaws 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 from voting on the matter of replacement of the ADMINISTRATOR or of the PORTFOLIO MANAGER.

18.7.2. No shareholder shall vote for the appointment of a new administrator or portfolio manager for the FUND in the event such shareholder is directly or indirectly affiliated to such candidate for administrator or portfolio manager, respectively, of the FUND.

18.7.4. The resolution quorum defined in item 18.7.1 shall not apply to voting in shareholders’ meetings held by virtue of the provisions of number II of item 9.4 in conjunction with item 9.5 and number II of item 18.6.2 in conjunction with item 18.6 (ii) of these Bylaws; therefore, the voting criterion of a decision by the qualified majority of the FUND shares owned by the shareholders attending or duly represented in such shareholders’ meetings shall prevail.

18.7.5. Only the FUND shareholders, their legal representatives or attorneys-in-fact legally appointed in less than one year may vote in a shareholders’ meeting.

18.8. If after the third call notice for a shareholders’ meeting there is no quorum for resolution with respect to the matters contemplated in items (i) and (v) of item 18.1 of the Regulations, these matters shall be deemed approved.

19. VOTING POLICY

19.1. As the FUND portfolio will be comprised primarily of shares in the Foreign Exchange Traded Fund, the ADMINISTRATOR of the FUND adopts as its Voting Policy to attend and vote at shareholders’ meetings of issuers of financial assets in the FUND portfolio, including the Foreign Exchange Traded Fund, whenever it understands, at its discretion, that the matter to be discussed at the meeting is relevant for or has an important bearing on the interests of the FUND.

20. INFORMATION DISCLOSURE POLICY

20.1. The FUND has a webpage at http://www.itau.com.br/itnow containing all the information set forth in the applicable regulations as well as any information in connection with the FUND and deemed relevant by the ADMINISTRATOR.

20.1.1. Details on share payment and redemption transactions are available on the FUND webpage and are updated periodically as provided for in the applicable regulations.

20.1.2. The ADMINISTRATOR shall fully and immediately disclose any relevant act or fact inherent in the FUND operation or in the ADMINISTRATOR’s capacity to carry out its duties which may cause a relevant impact on the FUND capacity to achieve its purpose through (i) the FUND webpage, (ii) electronic addresses registered on the FUND webpage, and (iii) the BM&FBOVESPA information disclosure system.

20.2. On each Business Day Locally, the ADMINISTRATOR shall disclose the following to BM&FBOVESPA the Equity Value of each share, the FUND portfolio composition, and the FUND total net assets value.

20.2.1. The shareholders shall be notified of their positions as provided for in the applicable regulations, in accordance with the stock market legislation in effect.

20.2.2. The shareholders that pay in or redeem their FUND shares shall receive a notice in writing from the custodian or bookkeeping agent of the shares containing at least information on the date, on the number of shares involved, and on the transaction value.

20.3. The shareholders may obtain information and clarify doubts about the FUND in the following manners: (i) by means of a letter sent for the attention of the ADMINISTRATOR; (ii) by electronic mail or (iii) by telephone. The ADMINISTRATOR’s contact information is available on the FUND webpage at http://www.itau.com.br/itnow.

21. ACCOUNTING STATEMENTS AND AUDIT REPORTS

21.1. The FUND has its own accounting records, with its accounts and accounting statements being segregated from those belonging to the ADMINISTRATOR.

21.2. The FUND accounting statements in connection with the fiscal year ended on March 31 of each year are subject and shall be prepared according to the accounting rules issued by the CVM.

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21.3. Within the term of sixty (60) days after the end of the fiscal year, the FUND accounting statements shall be made available to any interested party that requests them to the ADMINISTRATOR.

21.3.1. Notwithstanding the provisions of item 21.3, upon request from shareholders or potential investors, the ADMINISTRATOR shall make the following information available to shareholders or investors: (i) the latest financial statements of the FUND, as well as the balance sheet and the profit and loss statement of the FUND; and (ii) financial statements similar to those mentioned in number (i) above in connection with the last two years in which the FUND was operating.

21.4. The FUND accounting statements shall be annually audited by an independent auditor registered with the CVM and shall be disclosed by the ADMINISTRATOR on the FUND webpage. Audited financial statements are required only for funds in operation for more than ninety (90) days.

22. CHARGES

22.1. In addition to the administration fee to be paid to the ADMINISTRATOR, the following expenses constitute FUND charges: (i) federal, state or municipal fees, taxes, and contributions that are or may be levied on the rights and obligations of the FUND; (ii) expenses involving the registration of documents at notary offices, printing, creation, and publication of reports, forms, and periodicals, as set forth in the applicable regulations; (iii) expenses involving correspondence of interest to the FUND; (iv) independent auditor’s fees and expenses; (v) fees and commission paid for the FUND transactions; (vi) fees of counsel, court costs, and related expenses incurred in order to defend the FUND interests in and out of court, including the amount of any sentencing imposed on the FUND; (vii) the annual contribution due to stock markets or to organized over-the-counter market entities in which the FUND shares are admitted to trading; (viii) expenses involving custody and settlement of the FUND securities transactions; (ix) expenses involving the foreign exchange closing of permitted transactions or of transactions involving warrant bonds or receipts in the event such assets may become part of the Index; and (x) royalties due for the use of the reference index, provided that they are charged according to the License Agreement.

23. RISK FACTORS

The FUND has risks, especially the following:

(A) RISK OF DIVERGENCE BETWEEN THE PERFORMANCE OF THE FUND AND THE INDEX – The performance of the FUND and of the Foreign Exchange Traded Fund may not fully reflect the Index performance inasmuch as the implementation of the FUND investment objective is subject to a series of limitations, such as:

• fees and expenses due by the FUND or by the Foreign Exchange Traded Fund;

• operating fees and costs, expenses, and time differences incurred to adjust the portfolio composition of the FUND and of the Foreign Exchange Traded Fund in view of changes in the Index composition;

• income and dividends declared by the companies whose stocks compose the Index theoretical portfolio but not yet paid or received by the FUND;

• revenue declared by the Foreign Exchange Traded Fund whose shares compose the FUND portfolio but not yet paid or received by the FUND;

• positions in cash or in Permitted Investments held by the FUND while the share in the Foreign Exchange Traded Fund has not become available or when the ADMINISTRATOR has determined that it is in the best interest of the FUND to hold positions in cash or in Permitted Investments;

• the fact that the Foreign Exchange Traded Fund may not exactly reflect the Index by virtue of transaction expenses and costs, unavailability or illiquidity of stocks comprised in the Index, or other extraordinary circumstances; impossibility, in given market conditions, for the FUND or Foreign Exchange Traded Fund portfolio managers to use derivatives, such as future agreements or options on future agreements that have a market index as an underlying asset in order to reflect the Index performance, especially in relation to the hedging of future receivables of the FUND or of the Foreign Exchange Traded Fund, as the case may be, and to the investment of the Revenue declared by the Companies or by the Foreign Exchange Traded Fund, as the case may be, during the periods in which such receivables or Revenue have not been paid to the funds;

• Taxation to which the Foreign Exchange Traded Fund and the Foreign Exchange Traded Fund investors, including the FUND, are subject;

• Impacts relating to currency variation and to the pricing criteria for foreign assets in the FUND portfolio, including any difference between the exchange rates for calculation of the value of the share and the actual exchange rate of the transactions carried out by the FUND upon the payments and redemptions of shares of the FUND that are not offset by the collection of Purchase and Redemption fees;

• other costs and expenses relating to the transactions involving the payment and redemption of shares of the Fund that are not offset by the collection of purchase and redemption fees;

• Differences between the electronic platform on which the shares in the Foreign Exchange Traded Fund are traded and those for which the Index is disclosed; and

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• Performance divergences between the Foreign Exchange Traded Fund and the reference Index arising from operating costs and expenses charged from the Foreign Exchange Traded Fund and/or from the liquidity of the shares in the Foreign Exchange Traded Fund in a foreign exchange.

(B) LIQUIDITY OF THE FUND AND FOREIGN EXCHANGE TRADED FUND SHARES – There is no guarantee that there will be an active market for the trading of FUND or Foreign Exchange Traded Fund shares and there is no forecast of the actual price levels whereby the FUND units may be traded or even of the sizes of such trading batches. Furthermore, there is no guarantee that the FUND and Foreign Exchange Traded Fund shares will have a trading or a price standard similar to those of the shares traded on stock markets and issued by funds or investment companies in Brazil or in other jurisdictions, as the case may be, or that use reference market indices other than S&P500®.

(C) LIQUIDITY OF THE ASSETS COMPOSING THE FUND PORTFOLIO; LIQUIDITY OF THE ASSETS COMPOSING THE FOREIGN EXCHANGE TRADED FUND PORTFOLIO – Shareholders may not receive the redemptions requested in the event there is no liquidity in the market for the trading of shares in the Foreign Exchange Traded Fund or other assets in the FUND portfolio. Additionally, as mentioned above, illiquidity of assets in the Foreign Exchange Traded Fund portfolio may generate oscillations in the value of the share in the Foreign Exchange Traded Fund and adherence errors or divergences in the FUND.

(D) RISK OF INVESTMENT IN EQUITIES – Stock markets are deemed highly risky markets on account of the great variations of revenue to which they are subject. Additionally, investments in stocks are subject to the risk of loss of part of the invested capital in view of the degeneration of the economic and financial situation of the company that issued the stocks. Given the composition of the portfolio of the FUND and of the Foreign Exchange Traded Fund, investments in the FUND, as well as the investments by the FUND in the Foreign Exchange Traded Fund, involve the risks inherent in any investment in equity.

(E) MARKET RISKS – The FUND assets, as well as the assets in the Foreign Exchange Traded Fund portfolio, are subject to oscillations of the markets where they are traded, thereby affecting their prices, interest rates, premiums, discounts, and volatilities, and producing fluctuations on the value of the FUND shares that may represent gains or losses for shareholders.

(F) SYSTEMIC – The trading and value of the FUND assets, as well as of the assets in the Foreign Exchange Traded Fund portfolio, may be affected by domestic and foreign economic conditions, as well as several external factors, such as interference from government authorities and market regulatory agencies, defaults, changes in the monetary policy or in the regulations applicable to exchange-traded funds and their operations, which may also cause losses to the shareholders.

(G) DERIVATIVES – Derivatives transactions by the FUND or by the Foreign Exchange Traded Fund may (i) increase the productivity of the FUND, (ii) limit or increase the possibility of return, (iii) not produce the intended effects, and (iv) determine losses or gains to shareholders of the FUND. Additionally, even if the purpose of the derivatives transactions is to protect the portfolio against given risks, it is not possible to guarantee the inexistence of losses if the risks that the protection intended avoid actually occur.

(H) THE SHARES IN THE FUND MAY BE TRADED ON BM&FBOVESPA AT A PREMIUM OR DISCOUNT IN RELATION TO THE EQUITY VALUE, AND THE SHARES IN THE FOREIGN EXCHANGE TRADED FUND MAY BE TRADED AT A PREMIUM OR DISCOUNT IN RELATION TO THEIR EQUITY VALUE – The Equity Value of the FUND may differ from the trading price of the FUND shares on BM&FBOVESPA. While the Equity Value of the FUND reflects the market value of the FUND portfolio, the trading prices of the FUND shares on BM&FBOVESPA may be lower or higher than their corresponding Equity Value. The trading prices of the FUND shares are expected to float mainly based on the Equity Value of the FUND and on the offer and demand for its shares, which will vary based on the market conditions and other factors, such as the economic environment in Brazil in the United States of America, and the investor’s trust and expectations related to the Brazilian and U.S. capital market. However, there is no guarantee that such facts are happening or continue to happen. Moreover, despite the fact that the mechanisms of issuance and redemption of the FUND shares are intended to help maintain the trading prices of the shares at similar levels as those of the Equity Value of the FUND, there are no guarantees that the investors will, actually or as deemed necessary, request the issuance and redemption of the FUND shares upon occurrence of such deviations, or that such issuances and redemptions will actually reduce the difference between the trading prices of the FUND shares on BM&FBOVESPA and their corresponding Equity Value. Likewise, the shares in the Foreign Exchange Traded Fund may be traded at a premium or discount in relation to their equity value, which may affect the Equity Value of the FUND and the trading price of FUND shares.

(I) CREATION AND REDEMPTION – The creation and redemption of the FUND shares may only be conducted with the ADMINISTRATOR through the Authorized Agents in Minimum Batches of Shares or whole multiples thereof, except in the event of liquidation of the FUND. The Authorized Agents may join two or more investors to form a Minimum Batch of Shares, but even so, such investors may not be able to subscribe or redeem their shares at the time they wish to do so or at the most favorable time to do so.

(J) INVESTMENT IN INTERNATIONAL MARKETS – The official value of assets traded in international markets may be made available at intervals different from those used for domestic assets and for valuation of FUND shares. In such cases, the CUSTODIAN may estimate the value of such assets. As a consequence, (i) the estimated value shall be obtained through public disclosure sources of asset quotes, (ii) the estimated value is not free from risks and approximations, and, (iii) although this is the best practice from the economic point of view, there is a risk that the estimated value will be different from the actual

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trading value of foreign assets and different from the official value disclosed by its foreign administrator or custodian.

(K) S&P ® MAY CEASE TO ADMINISTER, CALCULATE, PUBLISH, OR MAINTAIN S&P500® TRN, WHICH COULD LEAD TO THE LIQUIDATION OF THE FUND – S&P® administers, calculates, publishes, and maintains S&P500® TRN. However, S&P® has no obligation to do so and it cannot be ensured that S&P® will continue to administer, calculate, publish, and maintain such index in the course of existence of the FUND. Pursuant to the Regulations, if S&P® ceases to administer, calculate, publish, and maintain S&P500® TRN, the shareholders shall decide whether or not to change the investment purpose or, as the case may be, on the liquidation of the FUND. If the shareholders fail to reach an agreement on a new investment purpose for the FUND or on the eventual liquidation of the FUND, the ADMINISTRATOR shall be authorized to immediately liquidate the FUND as set forth in the regulations, which may adversely affect the Equity Value of the FUND and of its shares.

(L) BOTH THE CVM AND BM&FBOVESPA MAY SUSPEND THE TRADING OF THE FUND SHARES – Both the CVM and BM&FBOVESPA may suspend the trading of the FUND SHARES as deemed appropriate to protect the investors. In such events, the investors may not purchase or sell the FUND shares on BM&FBOVESPA during any period in which the trading of shares is suspended. If the trading of the FUND shares is suspended, the trading price of the FUND shares may be affected and may significantly diverge from the Equity Value per share. In addition, by virtue of the limitations imposed on the redemption of shares, it is possible in the event the trading of the FUND shares is suspended, it is possible that a shareholder may suffer financial losses resulting from less liquidity of its investment.

(M) SUSPENSION OF TRADING IN SHARES OF THE FOREIGN EXCHANGE TRADED FUND – The authority that regulates the organized market on which the shares in the Foreign Exchange Traded Fund are traded may also adopt a suspension of the trading of such shares and other measures provided for in its rules, regulations, and operating procedures, thus preventing the FUND from pursuing its investment policy. A suspension of the trading of shares in the Foreign Exchange Traded Fund may result in difficulties in the pricing of the FUND in the local market, performance divergences between the FUND and the Index, or even impossibility to process payment and redemption requests. If such condition continues for a significant period, the ADMINISTRATOR shall call a shareholders’ meeting to decide how the impact of such event on the FUND will be treated. In addition, there is no assurance that the requirements of the organized market on which the shares in the Foreign Exchange Traded Fund are traded will be met by the Foreign Exchange Traded Fund. If the Foreign Exchange Traded Fund ceases to be listed on an organized market, the Foreign Exchange Traded Fund will be liquidated, thus generating changes or maybe precluding the investment policy of the FUND.

(N) LICENSE TO USE THE NAMES AND TRADEMARKS OF S&P® AND OF S&P500® TRN MAY BE TERMINATED OR NOT BE EXTENDED – S&P® and the PORTFOLIO MANAGER executed a Trademark License Agreement (“License Agreement”), whereby S&P® granted a license to the PORTFOLIO MANAGER for the use of the trademarks “S&P®”, “S&P500®”, and “Standard & Poor’s®” and of the S&P500® TRN index. The License Agreement may be terminated or rescinded in the several events set forth therein, or may not be extended. In such event, the ADMINISTRATOR shall call a shareholders’ meeting to determine the treatment of the impact of such fact on the FUND, pursuant to the terms set forth in these Bylaws. For further information, please access the FUND webpage at http://www.itau.com.br/itnow.

(O) RISK OF ERRORS, FAILURES, AND DELAYS IN THE SUPPLY OR AVAILABILITY OF THE INDEX. There may be errors, failures, and delays in the supply or availability of the Index. The ADMINISTRATOR, the PORTFOLIO MANAGER, or any other provider of services to the FUND, do not conduct the calculation, supply, or availability of the Index, nor do they have the means to avoid the occurrence of such events and, as a consequence, none of them shall have any obligation or liability in connection with such events.

(P) RISK OF PERFORMANCE OF THE SECTOR – The Index measures the performance of the 500 leading companies in major industries of the US economy. The performance of such stocks may be lower than the general performance or the performance of other specific stocks available for trading.

(Q) RISKS ARISING FROM CHANGES IN THE POLICY OR LIQUIDATION OF THE FOREIGN EXCHANGE TRADED FUND – If at any time the Foreign Exchange Traded Fund ceases to be referenced in S&P 500® or is liquidated, the PORTFOLIO MANAGER may negotiate or request a redemption of the total or a portion of the investments in the Foreign Exchange Traded Fund, in which case it shall attempt to hold such proceeds invested in a foreign-based Exchange Traded Fund consistent with Brazilian regulatory requirements and referenced in S&P500® until a shareholders’ meeting of the FUND is held in accordance with item 18.6 of these Bylaws. Regardless of the foregoing option, there may be circumstances in which the PORTFOLIO MANAGER will not be able to negotiate or redeem the shares in the Foreign Exchange Traded Fund or will carry out such negotiation or redemption in adverse market conditions.

(R) RISKS ARISING FROM FOREIGN EXCHANGE TRANSACTIONS / SCENARIOS OF HIGH VOLATILITY – As the purpose of the FUND is pursued by making investments abroad, there is a risk of foreign exchange transactions, which involve the entry and exit of funds into or from Brazil, being suspended or closed by the relevant authorities in Brazil or by the relevant authorities in the jurisdictions in which the FUND invests, or subjected to foreign exchange controls, it being understood that such events would preclude the investment policy of the FUND and lead to termination of the FUND. There is also a risk of such foreign exchange transactions becoming excessively expensive due to increases in the applicable taxes, which would preclude the transactions of the FUND or the payment and redemption of FUND shares, as well as lead to

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liquidation of the FUND. There is also the risk scenarios of high market volatility, especially in relation to the foreign exchange market, where such operations, despite charging rate of entry or exit may generate worsening of the risk of detachment and tracking error at the expense of other shareholders of the FUND. In scenarios of high volatility, the ADMINISTRATOR may trigger local regulator for permission to adopt measures such as the cancellation or suspension of orders for creation and redemption in the FUND. It is noteworthy that for the calculation of the daily value FUND's share is valid using the exchange rate BM&F D2. This rate may be different from the officially published by the Central Bank of Brazil (BACEN).

(S) EXCHANGE RATE OR CURRENCY RISK – This type of risk is associated with oscillations in the foreign exchange rate. As the FUND will perform transactions and make investments in financial assets that generate a currency exposure, such oscillations may appreciate or depreciate the FUND shares. The FUND shall not perform hedge transactions with respect to the exchange rate risk of shares in the Foreign Exchange Traded Fund or cash equivalents held abroad. At the same time, derivative transactions, such as long positions in futures markets of S&P 500® in Brazil or abroad may generate a tracking error or divergence due to exchange variation, given that the value of the Index and of the FUND portfolio will be converted into the Reference Currency of the Fund. Although in the latter case the FUND intends to mitigate such risks through derivative transactions (long positions in the dollar future market), the completion of such transactions will be subject to the risks referred to in item “G” above.

(T) RISK OF INVESTMENTS IN PASSIVE MANAGEMENT FUNDS. Neither the PORTFOLIO MANAGER of the FUND nor the portfolio manager of the Foreign Exchange Traded Fund will resort to defensive positions in case of extraordinary market oscillations or eliminate securities from an issuer in their respective portfolios, except if such issuer is removed from the Index.

(U) RISK OF ADVERSE CONSEQUENCES ARISING FROM THE TAXATION OF THE FOREIGN EXCHANGE TRADED FUND. The taxation of the Foreign Exchange Traded Fund may generate negative impacts on the performance of the FUND.

(V) INVESTMENTS IN EXCHANGE TRADED FUNDS ARE NOT IDENTICAL TO DIRECT INVESTMENTS IN THE STOCKS AND SECURITIES COMPRISED IN THE INDEX. Investments in exchange traded funds, either in Brazil or abroad, are subject to other risks in addition to those inherent in investments in the securities comprised in the index, as a result of the selection of assets in the FUND portfolio, expenses, and other factors.

(W) CHANGES IN THE SETTLEMENT PERIOD APPLICABLE TO THE PAYMENT OF SHARES IN THE FUND AND IN THE FOREIGN EXCHANGE TRADED FUND. The settlement period for delivery of assets in connection with FUND and Foreign Exchange Traded Fund share payment and redemption transactions are based on the current procedures of the organized markets (and their respective clearing houses) on which the shares in such funds are traded, as well as terms for the settlement of foreign exchange transactions, and may be changed by the respective market/clearing house managers.

(X) THE ACQUISITION AND SALE OF SHARES IN THE FUND AND IN THE FOREIGN EXCHANGE TRADED FUND INVOLVE COSTS. The acquisition and sale of shares in the FUND and in the Foreign Exchange Traded Fund involve brokerage and spread costs. Investors who acquire or sell shares in the FUND will pay fees and other sums to the dealer who executes the respective transaction. The FUND will pay fees and other sums to the dealer who executes acquisitions or sales of shares in the Foreign Exchange Traded Fund. In addition, in both cases, share acquisition and sale transactions involve a spread cost, which is the difference between the amounts for which securities market players are willing to buy and sell shares. Frequent trading by an investor (or by the FUND, in the case of shares in the Foreign Exchange Traded Fund) may have a significant negative impact on the investor’s final performance. This is particularly true in the case of investors who make frequent regular investments in small numbers of shares over a long time.

(Y) COUNTERPARTY DEFAULT RISK IN DERIVATIVE TRANSACTIONS – Subject to the limits set forth in these bylaws, certain derivative transactions may not be guaranteed by the exchange or by settlement and custody systems, and therefore the risk of counterparty default in a structured transaction is assumed by the FUND.

24. PAYMENTS AND REDEMPTIONS ON BANK HOLIDAYS

No payments or redemptions of the FUND shall be permitted on days deemed as no business days, as well as on days deemed as no Business Day Locally and Abroad, as defined in item 4. Additionally, redemption orders in the FUND will not be allowed if the three (3) days following the request is not considered business days in the foreign stock exchange on where the shares of the Foreign Fund are traded.

25. MISCELLANEOUS

25.1. Legal entities affiliated to the ADMINISTRATOR may act as brokers of the FUND by brokering the purchase and sale of assets composing the FUND portfolio; however, they shall charge fees that are equal to or better than the fees usually charged by the market to institutional investors, such as the FUND.

25.2. Upon (i) requesting payment of the FUND shares (ii) acquiring the FUND shares on BM&FBOVESPA or (iii) in any way becoming a shareholder of the FUND, all investors shall be automatically adhering to and agreeing upon all provisions of these Bylaws.

25.3. For further information on the FUND, please access the FUND webpage at http://www.itau.com.br/itnow (through the link "ETFs It Now", select the "It Now S&P500® TRN"). For consulting services and information on investments, please speak with your manager or contact the Investfone at 4004-4828 (capital cities and urban areas) or 0800 011 8944 (other locations).

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For questions, suggestions, and complaints, if necessary, please use the Itaú Customer Service (SAC) at 0800 728 0728, every day, 24 hours, or the Fale Conosco (Talk to Us Service) (www.itau.com.br/itnow). If you wish a reassessment of the solution submitted after using such channels, please call the Itaú Corporate Ombudsman at 0800 570 0011, on business days from 9:00 a.m. to 6:00 p.m., Postal Box No. 67.600, Postal Code 03162-971. For the hearing impaired, every day, 24 hours, 0800 722 1722.

26. JURISDICTION

The courts of the shareholder’s domicile or head office are hereby elected, unless the shareholder’s domicile or head office is not located in the Brazilian territory, in which event the courts of the City of São Paulo, State of São Paulo, are hereby elected.

São Paulo, September 25, 2014.

THIS FUND IS NOT SPONSORED, SUPPORTED, DISTRIBUTED, OR PROMOTED BY STANDARD & POOR’S, S&P DOW JONES INDICES LLC OR ITS AFFILIATES (“S&PDJI”). S&PDJI DOES NOT MAKE ANY ASSURANCE REPRESENTATION OR WARRANTY AND DOES NOT ESTABLISH ANY EXPRESS OR IMPLIED CONDITION REGARDING THE CONVENIENCE OF INVESTING IN SECURITIES IN GENERAL OR IN THE FUND IN PARTICULAR OR THE CAPACITY OF THE S&P500® TRN INDEX TO REFLECT THE PERFORMANCE OF SPECIFIC FINANCIAL MARKETS OR SEGMENTS THEREOF OR GROUPS OR CLASSES OF ASSETS. THE ONLY RELATIONSHIP BETWEEN S&PDJI AND ITAÚ UNIBANCO IS THE LICENSING OF CERTAIN TRADEMARKS AND NAMES AND OF THE S&P 500® TRN INDEX, WHICH IS DETERMINED, COMPOSED, AND CALCULATED BY S&PDJI INDEPENDENTLY OF ITAÚ UNIBANCO OR THE FUND. S&PDJI IS NOT REQUIRED TO TAKE INTO ACCOUNT THE NEEDS OF ITAÚ UNIBANCO OR OF THE SHAREHOLDERS OF THE FUND IN THE DETERMINATION, COMPOSITION, OR CALCULATION OF S&P500® TRN.

S&PDJI IS NOT RESPONSIBLE FOR AND DID NOT PARTICIPATE IN THE DETERMINATION OF THE PRICE OR NUMBER OF SHARES OF THE FUND, OR THE TIME OF ISSUANCE OR SALE OF SHARES IN THE FUND, OR THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES IN THE FUND MAY BE CONVERTED INTO CASH. S&PDJI HAS NO OBLIGATION OR LIABILITY REGARDING THE MANAGEMENT, PROMOTION, OR TRADING OF THE FUND. S&PDJI DOES NOT ASSURE THE ACCURACY OR COMPLETENESS OF THE S&P 500® TRN INDEX OR OF ANY INFORMATION INCLUDED THEREIN, AND S&PDJI SHALL HAVE NO LIABILITY FOR ANY ERROR, OMISSION, OR INTERRUPTION OF SUCH INDEX. S&PDJI DOES NOT MAKE ANY ASSURANCE REPRESENTATION OR WARRANTY AND DOES NOT ESTABLISH ANY EXPRESS OR IMPLIED CONDITION REGARDING THE RESULTS TO BE OBTAINED BY ITAÚ UNIBANCO, BY SHAREHOLDERS, OR BY ANY OTHER PERSON OR ENTITY BY VIRTUE OF THE USE OF THE S&P 500® TRN INDEX OR ANY INFORMATION INCLUDED THEREIN. S&PDJI DOES NOT MAKE ANY ASSURANCE REPRESENTATION OR WARRANTY, DOES NOT ESTABLISH ANY CONDITION, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MARKETABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR ANY OTHER EXPRESS OR IMPLIED WARRANTY OR CONDITION RELATING TO THE S&P 500® TRN OR ANY INFORMATION CONTAINED THEREIN. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL S&PDJI HAVE ANY LIABILITY FOR ANY SPECIAL, MORAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) RESULTING FROM THE USE OF THE S&P500® TRN INDEX OR ANY INFORMATION INCLUDED THEREIN, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.