1 Final Prospectus for the Public Distribution of Shares UNION NATIONAL AGRO+ FUNDO DE INVESTIMENTO EM DIREITOS CREDITÓRIOS FINANCEIROS AGROPECUÁRIOS Manager, Distributor and Organizer Credit Consultant Custodian Risk Rating Agency Audit Company Legal Advisors
2 Final Prospectus for the Public Distribution of Shares (the Prospectus ) for UNION NATIONAL AGRO+ FUNDO DE INVESTIMENTO EM DIREITOS CREDITÓRIOS FINANCEIROS AGROPECUÁRIOS CNPJ/MF nº 09,009,924/ Classification of Fitch Ratings: Free Translation 1st Series Senior Shares: A+(bra) Code ISIN nº [ ] Mezzanine Subordinated Shares: CCC(bra) Code ISIN nº [ ] Information contained in this prospectus is under analysis by the Securities and Exchange Commission, which have still not issued an opinion about it. This prospectus is subject to complementation and corrections. The UNION NATIONAL AGRO+ FUNDO DE INVESTIMENTO EM DIREITOS CREDITÓRIOS FINANCEIROS AGROPECUÁRIOS (the Fund ), established under the form of a closed mutual fund on August 24, 2007, with a regular duration term of 20 years, counted from the 1st Issue Date, is managed by Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A., business corporation with main office in the City of Rio de Janeiro, Rio de Janeiro State, at Avenida das Américas, nº 500, Block 13, room 205, Downtown Condominium, registered with the CNPJ/MF under the nº 36,113,876/ (the Manager ). The Fund is governed by the provisions of its regulation, by Instruction CVM nº 356, of December 17, 2001, and its subsequent amendments (the Instruction CVM ) and by other applicable legal and statutory provisions. The Fund Regulation was registered at the 2nd Registry of Deeds and Documents of Rio de Janeiro, under the nº , on August 27, 2007, with their 1st, 2nd and 3rd alterations realized under the instruments of revision registered in the 2nd Official Registration of Titles and Documents of Rio de Janeiro, respectively, under the nº on September 5th of 2007, under the nº on October 16th of 2007, and under nº (the Regulation ). The Fund may issue 1 (one) class of senior shares (the Senior Shares ), which may be divided in simultaneously Outstanding Series, to be distributed in 1 (one) or more Distributions. The Amortization Dates, the amount of the Programmed Amortizations and/or of the Integral Amortizations and the compensation conditions of each Senior Shares Series will be defined on the n Series Supplement. The Fund may issue, in one or more Distributions, 2 (two) classes of subordinated quotas (the Subordinated Shares ), which are: the Mezzanine Subordinated Shares and the Junior Subordinated Shares. The Fund is offering on the 1st Distribution up to 239 (two hundred and thirty nine) 1st Series Senior Shares, in the unitary amount of R$ 1,000, (one million Reals), in a total amount of up to R$ 239,000, (two hundred and thirty nine million Reals), as well as up to 266 (two hundred and sixty six) 1st Distribution Mezzanine Subordinated Shares, in the unitary amount of R$ 1,000, (one million Reals), in a total amount of up to R$ 266,000, (two hundred and sixty six million Reals). It will be respected the minimum of 5 (five) 1st Series Senior Shares and 5 (five) 1st Distribution Mezzanine Subordinated Shares, to be issued by the Fund, according to the Regulation, in the case it are subscribed and fully paid, during the distribution period, less than 100% (one hundred percent) of the 1st Series Senior Shares and/or of the 1st Distribution Mezzanine Subordinated Shares object of the Offering, the balance of the respective Shares not placed will be unilaterally cancelled by the Manager and the Fund will have its portfolio reduced of the total of subscribed Shares. A differentiated distribution procedure will be adopted, respecting the provided for on 3rd of article 33 of Instruction CVM nº 400, of December 29, 2003, and its subsequent amendments, not having maximum or minimal allotments, nor advance reserves. CVM Protocol dated of August 27, 2007, modified on October 16th, CVM Registries nº s CVM/SRE/RFD/2007/045 (1st Series) and nº CVM/SRE/RFD/2007/046 (1st Distribution Mezzanine Subordinated Shares). The Senior Shares and the 1st Distribution Mezzanine Subordinated Shares should be registered, for secondary trading, at the CETIP and/or at SOMA. The Shareholders will be responsible for the payment of all and any costs, taxes or fees incurred in the negotiation and transfer of its Shares. Only Qualified Investors may participate in the Fund as Shareholders. Investors should read the Risk factors Section of this Prospectus, at pages 66 to 71. See other important notices at page I of this Prospectus. The Comissão de Valores Mobiliários CVM ("Brazilian Securities and Exchange Commission") does not ensure the veracity of the information given, neither makes any judgment on the quality of the quotas to be distributed. This prospectus was prepared with information needed to fulfill the provisions of ANBID Self-Regulation Code for investment funds, as well as of rules issued by the Securities and Exchange Commission. The authorization to operate and/or sell quotas of this investment fund does not mean, by the Securities and Exchange Commission or ANBID, warranty of veracity of the information given, or judgment on the quality of the fund, of its manager or other service rendering institutions. Manager, Distributor and Organizer Credit Consultant Custodian Risk Rating Agency Audit Company Legal Advisors This Prospectus date is December, 2007
3 Notices ANBID Past profitability does not represent a guarantee of future profitability. The information contained in this prospectus is in agreement with the investment fund regulation, but is not intended to be a substitute. A careful reading is recommended of both of this prospectus and the regulation, with special attention to the clauses related to the objective and investment policy of the investment fund, as well as the provisions of the prospectus that refer to risk factors to which the fund is exposed. Investment in the investment fund to which this document pertains presents risks to investors. Even though the portfolio manager maintains risks management systems, it does completely eliminate the chance of loss to the investment fund and to the investor. The investment fund to which this document pertains does not count as a warranty to the fund manager or the portfolio manager, nor as any insurance mechanism or as a Credit Guarantor Fund FGC. This investment fund uses strategies with derivatives as an integral part of its investment policy. Such strategies, in the way they are used, can result in equity losses to its quota holders. Other Notices THE INFORMATION IN THIS DOCUMENT IS INTENDED ONLY FOR DISCUSSION PURPOSES. ANY REPRODUCTION EITHER TOTAL OR PARTIAL OF THE INFORMATION HEREIN IS FORBIDDEN. The information herein refers to a Securities offering that was not nor will be registered under the 1993 Securities Act and subsequent amendments ( Securities Act ), or any other state law of the U.S. about Securities, and the issuer will not be registered under the 1940 Investment Company Act, and subsequent amendments ( Investment Company Act ). In the United States, the Securities may only be offered to Qualified Institutional Investors ( Qualified Institutional Buyers ) (as defined on Rule 144A according to the Securities Act ( Rule 144-A ). When acquiring any Fund quota, the holder agrees that such Quota can only be offered, sold, pledged or otherwise transferred (A)(1) to a person that the transferor believes, in a reasonable way, to be a Qualified Institutional Investor in the terms of Rule 144-A that is purchasing such quota on its own behalf or in behalf of another Qualified Institutional Investor which is a qualified purchaser for the purposes of article 3(c)(7) of the Investment Company Act, in an operation that is in compliance with the exemption requirements of the Securities Act, or (2) to a person that is not domiciled in the United States ( Non-U.S. Person ) as defined on Regulation S according to the Securities Act, and (B) according to the applicable Securities Laws in the Unites States. Moreover, if the transference of such Quota is made according to item (A)(1) above, the purchaser (and any third party on behalf of whom such a buyer is purchasing such Quota) should declare that it was not established with the specific purpose of investing in the Fund (except when the holding company of such purchaser is a qualified purchaser). Any transference in violation of the dispositions herein will not be accepted and formalized by the Fund Manager. Each holder of a Fund Quota should notify any purchaser of such Fund Quota about these restrictions on the transference of the Quota. Each Fund Quota purchaser in the terms of Clause (A)(1) above should state in the respective Adhesion Term that (1) it is a Qualified Institutional Investor according to Rule 144-A purchasing such Quota in its own behalf or in behalf of a Qualified Institutional Investor and (2) it is a qualified purchaser for the purposes of the Investment Company Act. Each Fund Quota purchaser according to Clause (A)(2) above
4 should declare in the respective Adhesion Term that it is a Non-U.S. Person as defined on Regulation S according to the Securities Act. This document is not being distributed and should not be made available to the general public of the United Kingdom. This document is being distributed and targeted only to persons in the United Kingdom that have professional experience in relation of investments related to Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order Upon receiving this material, investors agree to not distribute it or make it available to any other person. Investors should read this prospectus, as it contains important information about the offer. The information in this document supersedes, for all means and purposes, any other information previously given and will be replaced, by its turn, by any other subsequent information. Such materials are subject to change, amendment or supplementation from time to time. Any investment decision related to the securities should be made based on the information contained in this prospectus. The investors should consult its advisors, auditors and other consultants, related to the juridical, fiscal, commercial, financial aspects and related to the purchase of these securities. This information does not represent an offer to sell or a solicitation to buy these securities in any state in which such offer, request or sale is not allowed. Neither the Securities and Exchange Commission nor any state Securities and Exchange Commission in the U.S., nor the Financial Services Authority on the UK, nor the Securities and Exchange Commission in Brazil approved or disapproved the execution of an investment on the securities described herein. Any statement otherwise may be a crime. No information in this document should be interpreted as a promise or statement about past or future performance. The information in this document may contain estimates and expectations of cash inflows arising from the Credit Rights, as well as may involve substantial elements of judgment and subjective analysis'. No statement is made relative to the accuracy of such estimates or expectations, nor were all considerations related to such estimates or expectations made, nor that such expectations will actually happen. A part of the information contained herein is of generic nature, with the intention of offering an overview on the capital markets, not being illustrative of the present operation. Each investor should read this prospectus and execute their own and independent analysis of the information herein. The Distributor does not expect to update or review the information herein, except if this prospectus is changed, as the case may be. The securities and obligations of the Fund (a) are not issued by the Distributor, its Affiliates, or other related organizations, (b) does not constitute obligations of the Distributor or its affiliates, or other related organizations and (c) are not guaranteed by the Distributor, its Affiliates or other related organizations. The Distributor is not acting as a consultant or agent of the potential investors. Before investing in the Fund Quotas, the potential investor should determine, without relying on the Distributor or its affiliates, the economic risks and strengths, as well as the features and legal, fiscal and accounting consequences of the operation, and determine, in an independent way, if he is capable of taking such risks. In this regard, upon receiving these materials, the investor agrees that he was notified that (a) the Distributor does not offered legal, fiscal or accounting consulting, (b) the investor should understand that there may be significant legal, fiscal or accounting risks related to this operation, (c) the investor should inform its institution s management about the legal, fiscal and accounting features (and risks) related to this operation, and related to the Distributor reservations regarding it. THIS DOCUMENT CONTAINS INFORMATION ABOUT THE PAST PERFORMANCE, AND OTHER HISTORIC INFORMATION RELATED TO CERTAIN ASSETS. THE PAST PERFORMANCE AND HISTORIC INFORMATION ARE NOT, NECESSARILY, INDICATIVE OF FUTURE RESULTS.
5 CONSIDERATIONS ABOUT ESTIMATES AND FOWARD-LOOKING STATEMENTS: ANY EXPECTATIONS OF CASH INFLOWS ARISING FROM THE CREDIT RIGHTS, FORECASTS AND ESTIMATES HEREIN ARE FORECASTS AND ARE BASED ON CERTAIN ASSUMPTIONS THAT THE DISTRIBUTOR DEEMS AS REASONABLE. EXPECTATIONS ARE, BY NECESSITY AND BY NATURE, SPECULATIVE, AND IT IS POSSIBLE THAT SOME OR ALL THE ASSUMPTIONS ON WHICH THE EXPECTATIONS ARE BASED DOES NOT MATERIALIZE OR ARE SIGNIFICANTLY DIFFERENT OF THE ACTUAL RESULTS. IN THIS SENSE, THE EXPECTATIONS ARE ONLY ESTIMATES. ACTUAL RESULTS MAY DIFFER OF THE EXPECTATIONS, AND SUCH DIFFERENCES MAY BE SUBSTANTIAL. SOME IMPORTANT FACTORS WHICH COULD CAUSE THE ACTUAL RESULTS TO BE SUBSTANTIALLY DIFFERENT FROM THE ESTIMATES AND FOWARD-LOOKING STATEMENTS INCLUDE: CHANGES IN INTEREST RATES, FINANCIAL, LEGAL OR MARKET UNCERTAINTIES, EVENTUAL DIFFERENCES IN THE FINAL APPRECIATION OF FUND ASSETS, ITS RESPECTIVE MATURITY TERMS, AS WELL AS THE FREQUENCY AND THE SERIOUSNESS OF THE LOSS OF THESE ASSETS, AMONG OTHER FACTORS. CONSEQUENTLY, THE INCLUSION OF EXPECTATIONS OF CASH INFLOWS ARISING FROM THE CREDIT RIGHTS CONTAINDED IN THIS DOCUMENT SHOULD NOT BE CONSIDERED AS A STATEMENT OF THE ISSUER, THE DISTRIBUTOR, THE MANAGER, THE INTERNATIONAL PLACEMENT CONSULTANT, OR OF ANY OF ITS SUBSIDIARIES OR ANY OTHER PERSON OR ENTITY IN REGARDS TO THE RESULTS THAT MAY ACTUALLY BE EARNED BY THE ISSUER.
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7 Table of contents Glossary...7 Basic Characteristics of the Shares Distribution in the Course of the Securitization Program Information Veracity Summary...19 The Fund...19 Target Audience Risk Factors The Manager Other Service Renderers...21 The Custodian Past Due Credit Rights Collection Services Physical Custody of the Evidential Documents Compensation of the Manager and Fund Charges Demonstrative of the Offering Cost Offering Modification Investment Policy, Composition and Portfolio Diversification Derivative Instruments Utilization Policy Fund Assets Assessment Methodology Risks Management Custody of Other Assets Held by the Fund Minimum Investment Amounts Shares Issuance Amortization of Senior Shares and Subordinated Shares Taxation Shareholders Service Disclosure Criteria of Information to the Shareholders Procedures and Policy of Credit Extension to the Debtors of the Credit Rights and Collection Procedures Credit Extension Overdue Credit Rights Collection Securitization Program Basic Features Fund Objective and Structure Summary Schematic Draw of the Securitization Program Procedure of Credit Rights Offering and Purchase Formalization Eligibility Criteria Checking of the Eligibility Criteria Credit Rights Purchase Conditions Purchase Price of the Eligible Credit Rights Assessment Events Advance Amortization Events Collateral Ratio, Liquidity Ratio and Minimum Investment Allocation Advance Amortization for the Purpose of Getting Ratios Back in Compliance Payment in Kind Procedures ( Dação em Pagamento ) Order of Resources Investment The Shares Characteristics of the Senior Shares... 50
8 Characteristics of the Mezzanine Subordinated Shares Characteristics of the Junior Subordinated Shares Shares Amortization Shares Record and Negotiation Characteristics of the Senior Shares 1st Series Characteristics of the 1st Distribution Mezzanine Subordinated Shares Risk Factors Introduction Factors Linked to Fund Investments Factors Linked to Credit Rights Potential Conflicts of Interests and Transactions with Related Parties Use of the Funds Union Capital Agro Consultoria Ltda Introduction Capital Stock Management Objectives Description of Union Capital Agro Activities Manager Historic Structure and Management Investment Funds Management Custodian Credit Rights Investment Fund Bookkeeping of Investment Funds Shares Attachments Abstract of the Risk Rating Agency Report of KPMG Auditores Independentes Special Review Regulation Supplement of the Senior Shares 1st Series Supplement of the 1st Distribution Mezzanine Subordinated Shares...263
9 GLOSSARY For the purposes of this Prospectus, the definitions contained in this Section, in singular or plural, except if other meaning is expressly given to it, have the following meaning: Definitions related to the Securitization Program Manager Risk Rating Agency Monitoring Agency Agent Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A. Fitch Ratings Brasil Ltda. any of the companies below identified, hired by the Credit Consultant, with the purpose of following and monitoring the areas where the product will be produced and/or stored by the Drawees of the Credit Rights, as well as the fulfillment of the other obligations undertaken by the respective Drawees of the Credit Rights: (a) Control Union Warrants Ltda., with main office at the city of São Paulo, São Paulo State, at Avenida Brigadeiro Faria Lima, no Torre Norte 7th floor, registered with the CNPJ under the no. 04,237,030/ ; (b) Empresa do Brasil de Warrant, with main office at the city of São Paulo, São Paulo State, at Rua Estela, no. 515 block E, Room 201, registered with the CNPJ under the no. 03,759,386/ ; (c) Cotecna Serviços Ltda., with main office at the city of São Paulo, São Paulo State, at Rua Vergueiro, no th floor / Room 112, registered with the CNPJ under the no 53,174,983/ ; and (d) SGS do Brasil Ltda., with main office at the city of São Paulo, São Paulo State, at Avenida das Nações Unidas, no Room 41 A, registered with the CNPJ under the no 33,182,809/ and (e) RURAL MONITORAMENTO LTDA, with headquarters located in Rua Porto Martins, no. 546 cj. 02, registered with the CNPJ/MF under the number / ; (f) SCHUTTER DO BRASIL LTDA. MATRIZ, located at Rua Fernandes Dias, no. 194, Centro, São Francisco do Sul, State of Santa Catarina, registered with the CNPJ under the number / ; and (g) DENDRUS SOLUÇÕES EM ENG. PROJ. FLORESTAIS E AMBIENTAIS LT, Campo Campus Universitário, s/n, in the city of Viçosa, State of Minas Gerais, registered under CNPJ / any shareholder, administrator, employee, service renderer, representative o any Person that have been expressly authorized to act in behalf of the referred Person 7
10 Collecting Agent Receipt Agent Bookkeeping Agent Minimum Investment Allocation Full Amortization Not Programmed Amortization Programmed Amortization Union Capital Agro, hired by the Manager, in behalf of the Fund, to execute collection, judicial or extrajudicial, of the Overdue Credit Rights and of Accrued Credit Rights, as the case may be, according to the Collection Agreement, or its successor in the exercise of its functions according to the Regulation and the Collection Agreement Banco Bradesco S.A. Banco Bradesco S.A. fraction whose numerator is equivalent to the book value of the Credit Rights held by the Fund and the denominator equivalent to the Net Worth value, calculated daily by the Custodian full amortization of the n Series Senior Quotas on the Amortization Date, executed on the cases in which it is not fixed, on the Supplement of n Series, the existence of Programmed Amortizations advance amortization, total or partial, of all Outstanding Senior Quotas Series, pro rata and in equal conditions, by its updated value according to the Regulation, executed to get the Fund back in compliance to the Collateral Ratio programmed amortization, total or partial, of a part of the amount of each Outstanding Senior Quota, executed on the Amortization Dates defined on the n Series Supplement ANBID Associação Nacional dos Bancos de Investimento ("Investment Banks National Association") General Meeting Bacen Section Assignor CETIP general meetings, common and/or extraordinaire, of Fund Shareholders, executed according to the Regulation Banco Central do Brasil ("Central Bank of Brazil") each one of the Regulation sections individual or corporation, duly identified by its Taxpayer ID Number, as the case may be, of which the Fund is enabled to purchase Credit Rights, according to the Regulation and the respective Purchase Agreement, if there is one Câmara de Custódia e Liquidação ("Custody and Clearing Chamber") 8
11 Circulation number of duly subscribed and paid-in Quotas, according to the Regulation, and not fully amortized, relative to each Quota class in each occasion or event to which the Regulation makes a reference CMN Conselho Monetário Nacional ("National Monetary Council") Taxpayer ID Number National Corporations Registry with the Treasury Ministry Credit Consultant Assignor Current Account Fund Current Account Purchase Agreement Collection Agreement Consulting Agreement Custody Agreement Bookkeeping Agreement Receipt Agreement Union Capital Agro, hired by the Manager, in behalf of the Fund, to render services of analysis and selection of Credit Rights and implement the Credit Extension Policy current account held by each Assignor, previously identified, in writing, in which the Custodian, in behalf of the Fund, makes the payment of the Purchase Price current account held by the Fund, in which are deposited the funds owned by the Fund, arising from the payment of any of the assets held by the Fund and of Quotas payment each Private Instrument of Credit Rights Cession and Purchase Promise Agreement and Other Covenants, that may be entered between the Manager, in behalf of the Fund, and each Assignor, with intervenience of the Custodian and Credit Consultant Collection Services Rendering Agreement and Other Covenants, to be entered between the Manager, in behalf of the Fund, and the Collecting Agent, with intervenience of the Custodian Consulting Services Rendering Agreement of Analysis and Selection of Credit Rights, to be entered between the Manager and the Credit Consultant, with intervenience of the Custodian Qualified Custodial Services Rendering and Credit Rights Investment Funds Controllership Agreement, to be entered between the Manager, in behalf of the Fund, and the Custodian Quotas Bookkeeping Service Rendering Agreement, to be entered between the Manager, in behalf of the Fund, and the Bookkeeping Agent Collection Agreement and Other Covenants, to be entered 9
12 between the Receipt Agent and the Manager, in behalf of the Fund COSIF CPF/MF Eligibility Criteria Custodian Accounting Plan of the National Financial System Institutions, issued by the 'Bacen' National Individuals Registry with the Treasury Ministry criteria for the purchase of Credit Rights by the Fund defined in the Regulation Banco Bradesco S.A. CVM Comissão de Valores Mobiliários ("Securities and Exchange Commission") Amortization Date date in which the Fund makes Quotas Full Amortization and/or Programmed Amortization, respected what is provided for on the respective n Series Supplements and/or of each class of Subordinated Quotas Purchase Date Issue Date Checking Date Credit Right date in which the Manager, in behalf of the Fund, makes the payment by the purchase of Eligible Credit Rights, through the clearing procedures provided for by the CETIP or in national currency, in the terms of each Purchase Agreement, if any, and/or when occurs the launching, on the Assignors current accounts, of Subordinated Quotas because of its payment in full, through the purchase of Eligible Credit Rights to the Fund, according to the Regulation and the respective Purchase Agreement, if any date in which the funds or assets arising from the payment in full of a particular Senior Quotas or Subordinated Quotas Series, in national currency or through the acquisition of Credit Rights by the Fund, respectively, are made available by the investors to the Fund, according to the Regulation, which should be, forcefully, one working day 5th working day of each month credit right to mature, express in national currency, due by the Drawee and the respective guarantor, as the case may be, and if any, arising from agribusiness operations represented by credit notes, such as Financial Rural Product Notes Financial CPR, Agribusiness Credit Rights Certificates CDCA, Agribusiness Letters of Credit LCA and Agribusiness Receivables Certificates CRA, related to business made between agricultural producers, or its coops, and third parties, including financing or loans, related 10
13 with the production, marketing, improvement or industrialization of agricultural product or inputs or manufacture of machines or implements used in the agricultural activity Credit Right In Full Performance Eligible Credit Right Overdue Credit Right Accrued Credit Right Designated Director Distribution Evidential Documents Securitization Documents Audit Company Advance Amortization Event Assessment Event Credit Right that is part of Fund portfolio that does not have, in the respective observation date, any matured and unpaid Credit Right for a period equal or superior to 30 days counted from its respective maturity date Credit Right that fulfills, in a cumulative way, at the Purchase Date, the Eligibility Criteria Credit Right that is part of the Fund portfolio which is not a Credit Right In Full Performance or an Accrued Credit Right Credit Right that is part of the Fund portfolio which has been fully accrued by the Fund, according to COSIF and Resolution no. 2,682, of December 22, 1999, of the CMN, and its subsequent amendments director of the Manager designated to, in the terms of the applicable legislation, answer civil and criminally by the Fund management, supervision and follow-up, as well as by the disclosing information related to it each distribution of Fund Quotas, being each distribution subject to the protocol procedures defined on the Instruction CVM documents that prove the coverage of the Credit Rights the Regulation, the Purchase Agreements, the Custody Agreement, the Consulting Agreement, the Collection Agreement, the Bookkeeping Agreement, the Purchaser Terms and the Receipt Agreement, either joint or individually KPMG Auditores Independentes event defined on the Regulation, whose incidence may cause the adoption of Quotas Advance Amortization procedures event defined in the Regulation, whose incidence may cause the adoption of the reevaluation procedures on the continuity of the Securitization Program 11
14 IGP-M Índice Geral de Preços do Mercado ("Market Prices General Index"), published by Fundação Getúlio Vargas Price Index any of the following price indexes: IGPDI/FGV, IGPM/FGV, INPC/IBGE, IPCA/IBGE or the IPC-Fipe Authorized Institutions Instruction CVM Instruction CVM no. 400 Instruction CVM no. 409 Qualified Investor Offering Other Assets Net Worth Person Collection Policy (i) União de Bancos Brasileiros S.A. - Unibanco, (ii) Banco Bradesco S.A., (iii) Banco Itaú S.A., (iv) Banco Itaú BBA S.A., (v) Banco Santander Brasil S.A., (vi) Banco Citibank S.A., (vii) Banco do Brasil S.A., (viii) Caixa Econômica Federal, (ix) Banco Safra S.A., (x) Banco Daycoval S.A., (xi) Banco Banif Primus S.A.; (xii) other financial institutions or equivalent controlled by any of the banks referred to on items i to xi above, or (xiii) other 1st Tier institutions that are approved by the Credit Consultant Instruction CVM no. 356, of December 17, 2001, and its subsequent amendments Instruction CVM no. 400, of December 29, 2003, and its subsequent amendments Instruction CVM no. 409, of August 18, 2004, and its subsequent amendments Person defined on the Instruction CVM no. 409, with the ability to purchase Quotas present public distribution of the 1st Series Senior Quotas and 1st Distribution Mezzanine Subordinated Quotas financial assets, operational modes, including operations with derivative instruments, and resources in national currency that are part of the Fund portfolio, excluding Credit Rights net worth of the Fund, calculated according to the Regulation individuals, corporations or other groups, of public or private nature, including any public management entity, either federal, state or municipal, direct or indirect, including any type of condominium collection policy followed by the Collecting Agent, defined in an attachment to the Regulation 12
15 Credit Extension Policy credit extension policy applicable to the Credit Rights, defined in an attachment to the Regulation, which, if modified, will be changed and communicated to the Shareholders, according to the Regulation Effective Term regular effective term of the Fund, which will be of 20 years, counted from the 1st Issue Date Purchase Price Securitization Program Shares Senior Share Subordinated Share Junior Subordinated Share Mezzanine Subordinated Share Collateral Ratio purchase price of the Eligible Credit Rights, settled by the Custodian, in behalf of the Fund, to the respective Assignors, or through clearing procedures established by the CETIP, in national currency, according to the Regulation, or the present value of the Credit Rights given to the Fund as a counterpart of the payment in full of the Subordinated Quotas, as defined on the Regulation and in the Purchase Agreement, if any mechanism and procedures defined in the Securitization Documents, through which the Fund purchases Eligible Credit Rights Senior Shares or Subordinated Quotas, issued by the Fund in any Distribution, either jointly or individually quota of any Series, issued by the Fund in any Distribution, according to the Regulation, which is not subordinated to the Subordinated Shares for the purposes of amortization or redemption, including in the hypothesis of advance amortization or settlement of the Fund Junior Subordinated Share and/or Mezzanine Subordinated Share Subordinated Share issued by the Fund in any Distribution, according to the Regulation, which is subordinated to the Senior Shares and to the Mezzanine Subordinated Shares for the purposes of amortization or redemption, including in the hypothesis of advance amortization or settlement of the Fund Subordinated Share issued by the Fund in any Distribution, according to the Regulation, which is subordinated to the Senior Shares for the purposes of amortization or redemption, including in the hypothesis of advance amortization or settlement of the Fund fraction whose numerator is equivalent to the sum of the updated amount of the Senior Shares, less the value of the 13