Investment Committee (Fund Strategy)
The Investment Committee will be composed of up to 6 (six) members and their alternates, nominated as follows: (i)
the Administrator will appoint 2 (two) representatives and their alternates; (ii) the Manager will appoint 2 (two)
representatives and their alternates; and (iii) the Consultant will appoint 2 (two) representatives and their respective alternates.
Duties of the Investment Committee
– Definition of the criteria for the acquisition or sale of assets, according to the types of operation.
– Analysis of new operations to integrate the portfolio.
– Monitoring of portfolio projects (operational performance and covenants).
– Strategic management: Performance evaluation, diversification, liquidity, income distribution, etc.
Investment Committee Meetings
– Unanimous decisions.
– Investment period (until 12/31/2015 or until when Law 12.431 allows): fortnightly.
– Divestment period (after investment period and until the Fund’s liquidation date): monthly.
– Shareholders with 25% or more of the Mezzanine Subordinated Shares.
Obligations of the Supervisory Committee
– Approve the fund’s quarterly or annual reports.
– Opinion on investment and / or divestment decisions in which there is a Conflict of Interest, pointed out or not by the
Investment Committee or by the Fund’s service providers.
– To give an opinion, with veto power, on the execution of judicial or extrajudicial agreements proposed by the
Supervisory Committee meetings
– Unanimous decisions.
– Investment period (until 12/31/2015 or until when Law 12.431 allows): quarterly.
– Divestment period (after investment period and until the Fund’s liquidation date): annually.
|BB Gestão de Recursos DTVM S.A.||Administrador||
– Inform shareholders about recurring aspects or extraordinary events;
– Provide regulatory information;
– Keep records of quota holders and transactions carried out by the FIDC;
– Call a General Meeting of quota holders in the event of the occurrence of any valuation event or early settlement;
– Management of the fund’s securities portfolio;
– Selection of eligible credit rights;
– Execution and supervision of investment compliance with the FIDC Investment Policy;
– Judicial and extrajudicial collection of defaulted credit rights.
|Highland Brasilinvest Gestora de Recursos LTDA||Specialized Consultant||
– Promote the pre-selection of credit rights compatible with the investment policy the fund, for decision by the investment committee;
– Support and subsidize the manager and administrator in their activities of analysis and selection of credit rights;
– Assist the administrator and manager in the monitoring of credit rights and financial assets;
|Banco do Brasil S.A.||Custodian||
– Validation of eligibility criteria prior to acquisition;
– Analysis of documents that evidence the guarantee of credit rights;
– Physical and financial settlement of credit rights and other FIDC assets; ;
– Keeping of documentation related to credit rights and other FIDC assets, an activity that can be outsourced;
– Collect and Receive, on behalf of the FIDC, payments, redemptions of securities or any other income related to securities under custody, depositing the amounts received in the fund’s deposit account;