Spread DI VCS VCS - VVD

DEFINITIVE PROSPECTUS FOR PUBLIC DISTRIBUTION OF SENIOR AND MEZZANINE QUOTAS OF 

DRIVER BRASIL ONE BANCO VOLKSWAGEN FUNDO DE INVESTIMENTO EM DIREITOS CREDITÓRIOS 

FINANCIAMENTO DE VEÍCULOS 

CNPJ/MF no. 14.477.691/0001-23 

ISIN Code for Senior Quotas: BRDRIVCTF005 

ISIN Code for Mezzanine Quotas: BRDRIVCTF013 

Risk Rating Moody’s of the Senior Quotas: Aaa.br(sf) 

Risk Rating S&P of the Senior Quotas: brAAA(sf) 

Risk Rating Moody’s of the Mezzanine Quotas: A1.br(sf) 

Risk Rating S&P of the Mezzanine Quotas: brA+(sf) 

ANBIMA Rating: Financial FIDC – Focus of Activity: FIDC Financing of Vehicles 

Seller 

Banco Volkswagen S.A. 

Rua Volkswagen, 291 

São Paulo – SP 

CNPJ/MF no. 59.109.165/0001-49 

Driver Brasil One Banco Volkswagen Fundo de Investimento em Direitos Creditórios Financiamento de Veículos Driver Brasil One Banco Volkswagen Investment Fund on Credit Rights Vehicle 

Financing (“Fund”), organized as a closed-end fund, will make an offer of 35,000 (thirty five thousand) senior quotas (“Senior Quotas”) and 2,200 (two thousand and two hundred) mezzanine 

quotas (“Mezzanine Quotas”), with unit issuance value of twenty-five thousand Reais (R$ 25,000.00) (the “Offer”), totaling: 

R$ 875,000,000.00 

for Senior Quotas 

R$ 55,000,000.00 

for Mezzanine Quotas 

The Senior and the Mezzanine Quotas will be subject to public distribution exclusively in the Brazilian market, in the non-organized over-the-counter market and in the organized over-the-counter 

market, which will be conducted by Banco Itaú BBA S.A., a financial institution member of the Brazilian system of securities distribution, headquartered in the City of São Paulo, State of São 

Paulo, at Av. Brigadeiro Faria Lima, 3400, 3 rd to 8 th floors, Itaim Bibi, registered in CNPJ / MF [National Registrar of Legal Entities of the Department of Finance] under No. 17.298.092/0001-30 

("Lead Coordinator") and by HSBC Corretora de Títulos e Valores Mobiliários S.A., a financial institution member of the Brazilian system of securities distribution, headquartered at Avenida 

Brigadeiro Faria Lima, 3064, 2 nd floor, in the City and State of São Paulo, registered in CNPJ / MF (National Registrar of Legal Entities of the Department of Finance) under No. 58.229.246/0001-10 

(the “Coordinator” and jointly with the Lead Coordinator, the “Coordinators”), duly hired by the Administrator and the Seller (as defined below) to be responsible for the Offer. The Coordinator 

will hold the Offer under the best efforts system. In addition to the Senior Quotas and Mezzanine Quotas, the Fund will initially issue 3,312 (three thousand, three hundred and twelve) Subordinated 

Quotas ("Subordinated Quotas" and, together with the Senior Quotas and Mezzanine Quotas, simply, "Quotas"), totaling eighty two million eight hundred thousand Reais (R$ 82,800,000.00). The 

Subordinated Quotas will be fully subscribed and called by the Seller and will not be part of this Offer. 

The purpose of the Fund is to provide to its Quotaholders, at the time of redemption of their respective Quotas, the return of amounts initially invested in the Fund, by investing the Fund’s resources 

in the purchase of Eligible Credit Rights held by the Seller, observing the Investment Policy described in the Fund’s Bylaws (the "Bylaws"). The Fund’s Bylaws was registered under No. 254025, 

book B on October 18, 2011 and the 1 st ,2 nd and 3 rd amendment to the Bylaws were registered under No 256421, on February 14, 2012, under No 257923, on May 15, 2012, under No 258666 , on 

June 14, 2012 respectively, at the 2 nd Registry of Deeds, Documents and Legal Entities of the City of Osasco, State of São Paulo. The Fund is governed by the provisions of its Bylaws, by Resolution 

No. 2.907, issued by Conselho Monetário Nacional (National Monetary Council) ("CMN") on November 29, 2001, and by Instruction No. 356 issued by Comissão de Valores Mobiliários 

(Securities and Exchange Commission) ("CVM") on December 17, 2001, as amended ("CVM Rule 356/01"), in addition to other applicable laws and Bylaws. 

The Fund is managed by BEM Distribuidora de Títulos e Valores Mobiliários Ltda., a company properly established and fully functioning in Brazil, duly authorized and eligible by CVM to 

manage securities portfolios, headquartered in the city of Osasco, State of São Paulo, Cidade de Deus, Vila Yara (District), Prédio Prata (Silver Building), 4 th floor, registered in CNPJ / MF (National 

Registrar of Legal Entities of the Department of Finance) under No. 00.066.670/0001-00 (the “Administrator”). 

The approval of the Bylaws and of this issuance of Quotas took place on July 3, 2012, by act of the Administrator, according to private agreement registered at the 2 nd Registry of Deeds 

and Documents of the City of Osasco, State of São Paulo, on October 18, 2011, under No. 254025. 

The Fund was registered at CVM on June 15, 2012, under No. 557/6, pursuant to CVM Rule 356/01 and the Offer was registered at CVM on June 3, 2012, under Nos. 

CVM/SRE/RFD/2012/012 and CVM/SRE/RFD/2012/013, pursuant to CVM Rule No. 400 of December 29, 2003, as amended (“CVM Rule 400/03”). 

Only Qualified Investors and investment funds able to invest in Quotas of investment funds in credit rights may purchase Quotas of the Fund, under the applicable Bylaws. The Senior Quotas and 

the Mezzanine Quotas will be registered for (i) distribution, in the MDC – Módulo de Distribuição de Cotas de Fundo (Fund Quotas Distribution Module), member of CETIP S.A. – Mercados 

Organizados ("CETIP"), and (ii) trading in the secondary market in the SSF - Sistema de Fundos Fechados (Closed-end Funds’ System), managed by CETIP, observing the responsibility of the 

intermediaries to ensure that only Qualified Investors acquires Quotas. 

"The registration of this distribution does not imply, on the part of CVM, the assurance of the accuracy of the information provided or judgments about the quality of the Fund and/or of the Quotas 

to be issued. This Prospectus has been prepared in accordance with the provisions of the Fund’s Bylaws, but does not replace it. This Prospectus and Fund’s Bylaws must be carefully read, paying 

special attention to the sections relating to the Purpose and the Fund’s Investment Policy, as well as Prospectus’ provisions dealing with "Risk Factors" to which it is exposed, in order to assess the 

risks that must be considered at the acquisition of the Senior and Mezzanine Quotas. Investors should read the "Risk Factors" section on pages 40 to 48." 

Any further information or clarification about the Fund and the Offer may be obtained through the Administrator, the Coordinators and CVM. The Seller will not provide any information and/or 

clarification to investors about the Fund and/or the Offer. 

“This Prospectus was prepared based on information needed to comply with the dispositions of ANBIMA’s Bylaws and Best Practices Code for 

Investment Funds, of Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais[Brazilian Financial and Capital Market Entities 

Association] (“ANBIMA”), as well as with CVM rules. The authorization for business and/or public distribution of Senior Quotas and/or Mezzanine 

Quotas does not imply, on the part of CVM or ANBIMA, the assurance of the accuracy of the information provided or judgments about the quality of the 

Fund, Administrator or of the other institutions, service providers of the Fund.” 

INDEPENDENT AUDITOR 

See other important notices on page ii of this Prospectus. 

LEAD COORDINATOR 

CUSTODY AGENT 

Prospectus date: July 10, 2012 

COORDINATOR 

ADMINISTRATOR 

LEGAL ADVISOR

IMPORTANT DISCLAIMER 

THE INVESTMENT FUND’S INVESTMENT ABOUT WHICH THIS PROSPECTUS DISCOURSES PRESENTS 

RISKS TO THE INVESTOR. EVEN THOUGH THE PORTFOLIO MANAGER USES A RISK MANAGEMENT 

SYSTEM, THERE IS NO GUARANTEE OF COMPLETE ELIMINATION OF THE POSSIBILITY OF LOSSES FOR 

THE INVESTMENT FUND AND FOR THE INVESTOR. 

THE INVESTMENT FUND ABOUT WHICH THIS PROSPECTUS DISCOURSES DOES NOT BEAR GUARANTEE 

FROM THE FUND’S ADMINISTRATOR, FROM THE PORTFOLIO MANAGER, FROM ANY SAFETY 

MECHANISM OR EVEN FROM FUNDO GARANTIDOR DE CRÉDITOS [CREDIT GUARANTEE FUND] - FGC. 

THE PROFITABILITY GAINED IN THE PAST DOES NOT REPRESENT GUARANTEE OF FUTURE 

PROFITABILITY. 

THIS INVESTMENT FUND USES STRATEGIES WITH DERIVATIVES AS FULL PART OF ITS INVESTMENT 

POLICY. SUCH STRATEGIES, AS ADOPTED HERE, MAY RESULT IN EQUITY LOSSES TO ITS 

QUOTAHOLDERS.

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Table of Contents 

I. INTRODUCTION ...........................................................................................................................................................8 

1.1. Definitions .....................................................................................................................................................9 

1.2. Operation’s Basic Characteristics ................................................................................................................18 

1.3. Summary of the Fund ..................................................................................................................................18 

II. IDENTIFICATION OF THE ADMINISTRATOR, COORDINATORS, CONSULTANTS AND AUDITORS OF THE FUND .................18 

2.1. Identification of Service Providers ..............................................................................................................18 

2.2. Administrator...............................................................................................................................................18 

2.3. Lead Coordinator.........................................................................................................................................18 

2.4. Coordinator..................................................................................................................................................18 

2.5. Custodian.....................................................................................................................................................18 

2.6. Manager.......................................................................................................................................................18 

2.7. Legal Advisor ..............................................................................................................................................18 

2.8. Independent Auditor ....................................................................................................................................18 

2.9. Risk Rating Agency.....................................................................................................................................18 

2.10. Statements of the Administrator and the Lead Coordinator under terms of Article 56 of CVM Rule 400/0318 

2.11. Relationship between the Parties .................................................................................................................18 

2.12. Conflicts of Interest .....................................................................................................................................18 

III. INFORMATION RELATED TO THE OFFER .....................................................................................................................18 

3.1. Placement Regime and Period .....................................................................................................................18 

3.2. Target Investors ...........................................................................................................................................18 

3.3. Offer Registration ........................................................................................................................................18 

3.4. Number of Quotas........................................................................................................................................18 

3.5. Issuance Price ..............................................................................................................................................18 

3.6. Subscription and Payment of Quotas...........................................................................................................18 

3.7. Distribution Procedure.................................................................................................................................18 

3.8. Benchmark of the Senior Quotas and Mezzanine Quotas............................................................................18 

3.9. Estimated Timetable of the Steps of the Offer.............................................................................................18 

3.10. Minimum Initial Investment ........................................................................................................................18 

3.11. Acceptance, Modification and Revocation of the Offer...............................................................................18 

3.12. Trading of Quotas........................................................................................................................................18 

3.13. Costs of Public Distribution of Senior Quotas and Mezzanine Quotas........................................................18 

3.14. Cost of Distribution per Quota.....................................................................................................................18 

3.15. Other Information ........................................................................................................................................18 

IV. RISK FACTORS ..........................................................................................................................................................18 

4.1. Market Risks....................................................................................................................................................18 

Rate Mismatch.................................................................................................................................................18 

Low Appreciation of Post-Fixed Assets. ..........................................................................................................18 

Fluctuation of Assets’ Prices ...........................................................................................................................18 

Risk due to the pricing of Permitted Investments.............................................................................................18 

Effects of Economic Policy of the Federal Government. .................................................................................18 

Risk of trading restrictions ..............................................................................................................................18 

4.2. Credit Risks .....................................................................................................................................................18 

No Guarantee of Investments of the Fund. ......................................................................................................18 

Macroeconomic Factors..................................................................................................................................18 

No Predetermined Yield...................................................................................................................................18 

Credit Risk of Permitted Investments that are part of the Assets of the Fund..................................................18 

4.3. Liquidity Risks ................................................................................................................................................18 

No Secondary Market for Trading Credit Rights.............................................................................................18 

Illiquidity of the Permitted Investments ...........................................................................................................18 

Closed-End Fund and Secondary Market. s. ...................................................................................................18 

Early Liquidation and Mandatory Amortization..............................................................................................18 

Cash Collateral Reserve does not Constitute Payment Guarantee..................................................................18 

Insufficient Funds at the Time of Early Liquidation ........................................................................................18 

Prepayment Risk of Credit Rights....................................................................................................................18 

4.4. Risks Derived from the use of Derivatives ......................................................................................................18 

Swap Transactions between the Fund and the Swaps Counterparty................................................................18 

Swap Transactions between the Swaps Counterparty and the Seller...............................................................18 

4.5. Additional Risk Factors ...................................................................................................................................18 

Irregularities of Evidence Documents .............................................................................................................18 

Verification of Guarantee of the Sold Eligible Credit Rights by Sampling......................................................18 

The Lack of Prior Verification by the Custodian and by the Administrator of the Evidence Documents. .......18 

Payment Method of the Sold Eligible Credit Rights ........................................................................................18 

Failures of Collection Banks, Servicer and/or Authorized Debt Collection Agents.........................................18 

Safekeeping of the Evidence Documents..........................................................................................................18 

Risk of Notification ............................................................................................................................................18 

Vehicles Guaranteed by Fiduciary Sale...........................................................................................................18

PERISHING OR THEFT OF THE VEHICLE SUBJECT MATTER OF BANK CREDIT CERTIFICATE ........................................18 

Challenging of the Sold Eligible Credit Rights in Court..................................................................................18 

Ownership of Quotas is different from the Ownership of Sold Eligible Credit Rights.....................................18 

Operation Risks. ..............................................................................................................................................18 

Risk of Impact of the Costs and Expenses Regarding the Judicial or Extrajudicial Collection of the Sold 

Eligible Credit Rights ......................................................................................................................................18 

Note to Minimum Allocation............................................................................................................................18 

Early Liquidation of the Fund .........................................................................................................................18 

Termination of Assignment Agreement............................................................................................................18 

Lack of Funds due to Obligations of the Servicer and/or Collection Banks and/or Authorized Debt Collection 

Agents ..............................................................................................................................................................18 

Risk of discontinuity of the Fund due to the discontinuation of the activities of Seller in Brazil .....................18 

Risk of deterioration in ratings of Seller..........................................................................................................18 

Risk of litigation...............................................................................................................................................18 

Competition in Banking Sector........................................................................................................................18 

Risk of Non-Compliance by the Seller of its Obligations under the terms of the Assignment Agreement........18 

Concentration in Investments ..........................................................................................................................18 

Intervention or Liquidation of the Custodian..................................................................................................18 

Amendment to the Bylaws................................................................................................................................18 

Risk of Judicial and Extrajudicial Collection by Seller ...................................................................................18 

Reduction of the Quotas...................................................................................................................................18 

No Co-obligation of Seller..............................................................................................................................18 

Possibility of Occurrence of Negative Net Worth ............................................................................................18 

V. FUND’S CHARACTERISTICS .....................................................................................................................................18 

5.1. The Fund’s Form of Organization ...............................................................................................................18 

5.2. Purpose ........................................................................................................................................................18 

5.3. Legal Basis ..................................................................................................................................................18 

5.4. Net Worth Formation...................................................................................................................................18 

5.5. Term of Duration .........................................................................................................................................18 

5.6. Target Investors ...........................................................................................................................................18 

5.7. Investment Policy and Portfolio Formation .................................................................................................18 

5.8. Quotas’ Characteristics................................................................................................................................18 

5.9. Evaluation Methodology of the Fund’s Assets ............................................................................................18 

5.10. Cash Collateral Reserve...............................................................................................................................18 

5.11. Maintenance of Overcollaterization Ratios..................................................................................................18 

5.12. Priority of Payments of the Fund .................................................................................................................18 

5.13. Quotaholders’ Meeting ................................................................................................................................18 

5.14. Mandatory and Periodical Information ........................................................................................................18 

5.15. Information Reporting Criteria to Quotaholders..........................................................................................18 

5.16. Evaluation Events ........................................................................................................................................18 

5.17. Events of Early Liquidation of the Fund......................................................................................................18 

5.18. The Fund’s Ordinary Liquidation ................................................................................................................18 

5.19. The Fund’s Expenses and Charges ..............................................................................................................18 

5.20. The Fund’s Taxation and Quotaholder Taxation .........................................................................................18 

VI. ADMINISTRATION, CUSTODIAN, AUDITING AND MANAGEMENT OF THE FUND.......................................................18 

6.1. Administrator...............................................................................................................................................18 

6.2. Manager.......................................................................................................................................................18 

6.3. Controllership, Qualified Custody and Recordkeeping of the Quotas .........................................................18 

6.4. Risk Rating of the Senior and Mezzanine Quotas........................................................................................18 

6.5. Independent Auditor ....................................................................................................................................18 

6.6. Servicer........................................................................................................................................................70 

6.7. Criteria and Procedures for the Replacement of the Administrator, Manager, Custodian, Independent 

Auditor and Risk Rating Agencies...............................................................................................................18 

6.8. Credit Borrowing Mechanisms and Other Guarantees.................................................................................18 

6.9. Risk Management ........................................................................................................................................18 

VII. FUND’S QUOTAS ......................................................................................................................................................18 

7.1. Quotas and Types of Quotas........................................................................................................................18 

Senior Quotas ..............................................................................................................................................18 

Mezzanine Quotas........................................................................................................................................18 

Subordinated Quotas ...................................................................................................................................18 

7.2. Subscription and Payment of the Quotas .....................................................................................................18 

7.3. Valuation of Quotas.....................................................................................................................................18 

7.4. Quotas’ Amortization ..................................................................................................................................18 

VIII. INFORMATION RELATED TO SECURITIZATION OPERATION................................................................................18 

8.1. Operation’s Description...................................................................................................................................18 

8.2. Summary of the Main Agreements Formalized by the Fund ...........................................................................18 

IX. INFORMATION ON CREDIT RIGHTS .........................................................................................................................18

9.1. Characteristics of Receivables derived from Vehicle Financing......................................................................18 

9.2. Assignment of Receivables to the Fund...........................................................................................................18 

9.3. Credit Rights Concentration Levels.................................................................................................................18 

9.4. Non-Payments, Losses and Pre-Payments .......................................................................................................18 

9.5. Credit Rights Eligibility Criteria......................................................................................................................18 

9.6. Credit Rights Assignment Conditions..............................................................................................................18 

9.7. Assignment of Credit Rights............................................................................................................................18 

9.8. General Credit Concession Policy Aspects of the Seller .................................................................................18 

9.9. General Collection Policy Aspects ..................................................................................................................18 

9.10. Checking of the Credit Rights ....................................................................................................................18 

X. GENERAL OVERVIEW OF FINANCING IN BRAZIL.....................................................................................................18 

XI. THE SELLER OF THE CREDIT RIGHTS .....................................................................................................................18 

11.1. Volkswagen Financial Services..................................................................................................................18 

11.2. Seller History and Overview ......................................................................................................................18 

11.3. Recent Events.............................................................................................................................................18 

11.4. General Characteristics of its Business.......................................................................................................18 

11.5. Share Capital Structure...............................................................................................................................18 

11.6. Risk Management and Control...................................................................................................................18 

11.7. Other Information.......................................................................................................................................18 

XII. BORROWERS OF THE CREDIT RIGHTS.....................................................................................................................18 

12.1. Main Characteristics of the Borrowers of the Credit Rights.......................................................................18 

12.2. Information on Borrowers Responsible for Payment of more than 10% of the Receivables......................18 

XIII. FINANCIAL STATEMENTS OF THE LAST FISCAL YEAR, QUARTERLY INFORMATION AND SUBSEQUENT EVENTS18 

EXHIBITS .........................................................................................................................................................................18 

EXHIBIT A – COPY OF THE BYLAWS OF THE FUND .................................................................................................18 

EXHIBIT B – COPY OF THE ASSIGNMENT AGREEMENT AND ITS FIRST AMENDMENT .............................................18 

EXHIBIT C – SUPPLEMENTS FOR THE ISSUANCE OF SENIOR QUOTAS AND MEZZANINE QUOTAS...........................18 

EXHIBIT D – RISK RATING REPORT........................................................................................................................18 

EXHIBIT E – ADMINISTRATOR AND LEAD COORDINATOR STATEMENTS ................................................................18 

EXHIBIT F – INDEPENDENT AUDITOR’S REPORT ....................................................................................................18 

EXHIBIT G – SELLER’S FINANCIAL STATEMENTS ..................................................................................................18 

EXHIBIT H – WEIGHTED AVERAGE LIFE OF THE QUOTAS AND HIPOTHETICAL PAYMENT SCENARIOS ................18 

EXHIBIT I – CREDIT RIGHTS POOL AND HISTORICAL PERFORMANCE OF THE CREDIT RIGHTS OF THE SELLER...18

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Page 7 of 119

I. INTRODUCTION 

Page 8 of 119

1.1. Definitions 

Under this Prospectus, the following terms and expressions shall be considered, unless another meaning is 

expressly assigned to them, adopting, by reference and in a subsidiary manner, the other definitions 

containing of CVM Rule 356/01 and the Fund’s Bylaws: 

Administrator BEM Distribuidora de Títulos e Valores Mobiliários 

Ltda., a company duly constituted and operating in Brazil, 

duly authorized and empowered by the CVM to manage 

securities portfolios, as per the Declaratory Act CVM No. 

3067, of September 6, 1994, with head office in the city of 

Osasco, State of São Paulo, Cidade de Deus, Vila Yara 

district, Prédio Prata, 4 th floor, registered with CNPJ/MF 

under No. 00.066.670/0001-00, or any of its successors or 

assigns. 

Rating Agencies Moody’s América Latina Ltda., a company with head 

office at Avenida Nações Unidas, 12.551, 16 th floor, in the 

city of São Paulo, State of São Paulo, registered with 

CNPJ/MF under No. 02.101.919/0001-05, and 

Standard and Poor’s, division of McGraw Hill 

Interamericana do Brasil Ltda., a company with head 

office at Avenida Brigadeiro Faria Lima, 201, Centro, in 

the city of São Paulo, State of São Paulo, CNPJ/MF under 

No. 02.295.585/0001-40. 

Authorized Debt Collection Agent Means any third party hired by the Servicer to assist in 

judicial or extrajudicial collection of overdue Sold Eligible 

Credit Rights, under the Servicing Agreement. 

Servicer Banco Volkswagen S.A., with head office at Rua 

Volkswagen, No. 291, in the city of São Paulo, State of 

São Paulo, registered with CNPJ/MF under No. 

59.109.165/0001-49, or any of its successors or assigns, 

contracted by the Custodian, with the intervening consent 

of the Fund, represented by the Administrator, to render 

collection and administration services for outstanding and 

overdue Sold Eligible Credit Rights. 

Depositary Agent Shall have the meaning established in item 6.4.1 of the 

Bylaws. 

Recordkeeping Agent Banco Bradesco S.A., a financial institution with head 

office in the City of Osasco, State of Osasco, at Cidade de 

Deus, Prédio Prata – 4 th floor, Vila Yara, enrolled with the 

CNPJ/MF under No. 60.746.948/0001-12, or its sucessor 

under any title. 

ANBIMA Brazilian Association of Financial and Capital Markets 

Entities, a civil association with head office in the city of 

Rio de Janeiro, State of Rio de Janeiro, at Avenida 

República do Chile, No. 230, 12 th and 13 th floors, Centro, 

Zip Code 20031-070, registered with CNPJ/MF under No. 

34.271.171/0001-77. 

Exhibit Means any exhibit hereto, which is an integral and 

indivisible part of these Bylaws. 

Page 9 of 119

Closing Distribution Notice Means the closing distribution notice of the public 

distribution of Senior and Mezzanine Quotas of the Fund. 

Initial Distribution Notice Means the initial distribution notice of the public 

distribution of Senior and Mezzanine Quotas of the Fund, 

to be published on July 11, 2012. 

Quotaholders’ Meeting Has its meaning set forth in Section 19 of the bylaws. 

Assets Mean, collectively, Sold Eligible Credit Rights, Permitted 

Investments, and all amounts deposited in the Fund’s 

Account. 

Independent Auditor PricewaterhouseCoopers Auditores Independentes, a 

company with head office at Avenida Francisco 

Matarazzo, 1.400, 10 th and 13 th to 17 th floors, Torre 

Torino, Água Branca, in the city of São Paulo, State of São 

Paulo, CNPJ/MF under No. 61.462.112/0001-20 and 

CRC/SP under No. 2SP000160/O-5.. 

Central Bank Central Bank of Brazil, a federal agency with head office 

in the city of Brasília, Federal District, at South Banking 

Sector (SBS), Block 3, Building B, Edifício Sede, Zip 

Code 70074-900, registered with CNPJ/MF under No. 

00.038.166/0001-05. 

Collection Banks Banco Bradesco S.A. and/or Banco do Brasil S.A. and/or 

Banco Itaú Unibanco S.A., financial institutions duly 

contracted by the Servicer for the provision of banking 

collection services, pursuant to Section 6.11 of the bylaws, 

the Assignment Agreement and the Servicing Agreement. 

Mezzanine Benchmark Profitability parameter attributed to Mezzanine Quotas, to 

be reached by the Fund for the remuneration of the 

Mezzanine Quotas will correspond to the accrued 

variation of 100% of the average daily DI rate – Interbank 

Deposits on one day, Extra-Group (DI Rate), calculated 

and published by CETIP on the basis of 252 Business 

Days, added the spread equivalent to two point zero five 

percent (2.05%), on the value of the Mezzanine Quota, or 

its not amortized balance, as of the Issuance Date, and 

daily incorporated in the Mezzanine Quotas’ value. 

Senior Benchmark Profitability parameter attributed to Senior Quotas, to be 

reached by the Fund for the remuneration of the 

Mezzanine Quotas will correspond to the accrued 

variation of 100% of the average daily DI rate – Interbank 

Deposits on one day, Extra-Group (DI Rate), calculated 

and published by CETIP on the basis of 252 Business 

Days, added the spread equivalent to one point twenty five 

percent (1.25%), on the value of the Senior Quota, or its 

not amortized balance, as of the Issuance Date, and daily 

incorporated in the Senior Quotas’ value. 

BM&FBovespa BM&FBovespa S.A. – Stock Exchange of Commodities 

and Futures Exchange of São Paulo, a corporation with 

head office in the city of São Paulo, State of São Paulo, at 

Praça Antonio Prado, No. 48, Centro, Zip Code 

01010-010, registered with CNPJ/MF under No. 

09.346.601/0001-25. 

Page 10 of 119

C3 Central de Cessão de Créditos, operated by Interbank 

Payment Chamber (Câmara Interbancária de Pagamentos 

– CIP), which must be recorded and settled all Credit 

Rights assignment transactions between the Seller and the 

Fund, under CMN Resolution 3.998/11 and Central Bank 

Circular 3.553/11. 

CCF Central Bank Register of Issuers of Bounced Checks. 

Seller Banco Volkswagen S.A., identified above. 

Bank Credit Certificate (CCB) Negotiable instrument issued by an individual or legal 

entity, as defined in Law No. 10.931 of August 2, 2004, in 

favor of the Seller, representing a promise for cash 

payment, arising from auto financing. 

CETIP CETIP S.A. – Mercados Organizados, a corporation with 

head office in the city of Rio de Janeiro, State of Rio de 

Janeiro, at Avenida República do Chile, No. 230, 11 th 

floor, Centro, Zip Code 20031-919, registered with 

CNPJ/MF under No. 09.358.105/0001-91. 

Central Bank Circular 3.553/11 Central Bank Circular 3.553, of August 03, 2011, which 

regulated the procedures for registration of credit rights 

assignment provided for in CMN Resolution 3.998/11. 

Rating It means, collectively, the ratings of the Senior Quotas and 

of the Mezzanine Quotas, published by the Rating 

Agencies, in accordance with their respective scale in 

Brazil. 

CMN National Monetary Council (Conselho Monetário 

Nacional – CMN). 

CNPJ/MF Brazilian Ministry of Finance's Corporate Taxpayer 

Registry. 

Collections The total amounts received by the Fund in respect of Sold 

Eligible Credit Rights. 

Collection Accounts Bank accounts, opened and maintained by the Fund in 

each Collection Bank, which will receive payments for 

Sold Eligible Credit Rights made by Borrowers, as 

provided by item 11.7 of the Bylaws. 

Fund’s Account It means theCollection Account opened and held on behalf 

of the Fund by the Administrator in Banco Bradesco S.A., 

which will centralize all the amounts relating to the Sold 

Eligible Credit Rights received by the Fund and which will 

hold all the amounts on hand of the Fund, except for (i) 

Permitted Investments; and (ii) Sold Eligible Credit 

Rights. 

Swap Counterparty Means Banco Itaú Unibanco S.A., HSBC Bank S.A. – 

Banco Múltiplo or Banco Bradesco S.A. 

Assignment Agreement Assignment and Purchase Credit Rights Agreement 

entered into by and between the Seller and the Fund, 

represented by the Administrator, with the intervention of 

the Custodian, through which the Seller agrees to assign to 

the Fund the Eligible Credit Rights, attached to the present 

Prospectus as Exhibit B. 

Page 11 of 119

Servicing Agreement Servicing Agreement entered into between the Custodian 

and the Servicer, with the intervention of the Fund, 

represented by the Administrator and setting forth the 

terms and conditions for the provision of collection and 

administration services of Sold Eligible Credit Rights 

(outstanding and overdue). 

Custody Agreement Qualified Custody Service Agreement and Controllership 

of Securitization Funds, entered into between the 

Custodian and the Administrator on behalf of the Fund, 

through which it is established the conditions for the 

provision of qualified custody services and controllership 

of the Fund to be provided by the Custodian. 

Deposit Agreement Deposit Services and other Covenants Agreement, entered 

into by and between the Custodian andthe Depositary 

Agent, and the Administrator on behalf of the Fund, and 

Banco Volkswagen, as intervening parties, setting forth 

the terms and conditions for the render of services of 

physical safekeeping of the originals of the Evidence 

Documents underlying the Sold Eligible Credit Rights. 

Distribution and Placement Agreement Quota Distribution Agreement Under Best Placement 

Efforts Regime of Driver Brasil One Banco Volkswagen 

Investment Fund in Credit Rights, Vehicles Financing, 

Subscription and Placement of Quotas, executed between 

the Fund, the Seller and the Offer Coordinators. 

Recordkeeping Agreement Recordkeeping Services Agreement for Quotas of 

Investment Funds, entered into the Administrator, on 

behalf of the Fund, and the Recordkeeping Agent. 

Management Agreement Fund Portfolio Management Service Agreement, entered 

into between the Manager and the Administrator. 

Interest Rate Swap Agreement Swap Agreement to be entered into with the Swap 

Counterparty, according to which the Swap Counterparty 

will make payments of variable rates to the Fund and the 

Fund will make payments of fixed rates to the Swap 

Counterparty. 

Lead Coordinator Banco Itaú BBA S.A., a financial institution member of the 

Brazilian system of securities distribution, headquartered 

in the City of São Paulo, State of São Paulo, at Av. 

Brigadeiro Faria Lima, 3400, 3 rd to 8 th floors, Itaim Bibi, 

registered in CNPJ/MF [National Registrar of Legal 

Entities of the Department of Finance] under No. 

17.298.092/0001-30. 

Coordinator HSBC Corretora de Títulos e Valores Mobiliários S.A., a 

financial institution member of the Brazilian system of 

securities distribution, headquartered at Avenida 

Brigadeiro Faria Lima, 3064, 2 nd floor, in the City and 

State of São Paulo, registered in CNPJ / MF [National 

Registrar of Legal Entities of the Department of Finance] 

under No. 58.229.246/0001-10. 

Coordinators Mean the Lead Coordinator and the Coordinator, jointly. 

Quotas Mean Senior Quotas, Mezzanine Quotas and Subordinated 

Quotas, jointly. 

Page 12 of 119

Mezzanine Quotas Mean the Fund’s quotas which are subordinate to Senior 

Quotas for purposes of amortization, redemption and 

earnings distribution related to the Assets of the Fund, but 

that have priority over Subordinated Quotas for the same 

purposes. 

Senior Quotas Mean the Fund’s quotas that are not subordinate to any 

other type of Quota for purposes of amortization and 

redemption, as well as earnings distribution related to the 

Assets of the Fund. 

Subordinated Quotas Mean the Fund’s quotas that are subordinate to Senior 

Quotas and to Mezzanine Quotas for purposes of 

repayment, redemption and earnings distribution related to 

the Assets of the Fund. 

Quotaholders Mean the holders of the Fund’s Quotas. 

Dissenting Quotaholders Senior Quotaholders who do not agree with the decision of 

the Quotaholders' Meeting to vote against the Early 

Liquidation of the Fund, which will be given the early 

redemption of their Quotas, in accordance with the rules to 

be defined in the Quotaholders' Meeting. 

Mezzanine Quotaholders Holders of Mezzanine Quotas of the Fund. 

Senior Quotaholders Holders of Senior Quotas of the Fund. 

Subordinated Quotaholder Banco Volkswagen S.A., identified above. 

CPF Individual Taxpayers’ Registry 

Eligibility Criteria Mean the criteria for selecting Credit Rights to be acquired 

by the Fund, compliance with which shall be verified by 

the Custodian prior to the purchase of Credit Rights, 

pursuant to Section 8 of the Bylaws. 

Custodian Banco Bradesco S.A.., a financial institution with head 

office in the city of Osasco, State of São Paulo, at Avenida 

Yara, s/n, “Cidade de Deus”, registered with CNPJ/MF 

under No. 60.746.948/0001-12, for the provision of 

services of qualified custody, controllership and 

accounting records of Quotas of the Fund. 

CVM Brazilian Securities Commission - Comissão de Valores 

Mobiliários. 

Payment Date The 4 th Business Day of each month, in which the 

payment, by the Fund, of the obligations provided for in 

Section 16 of the Bylaws shall occur. The initial Payment 

Date will observe a minimum period of 30 (thirty) days as 

of the Issuance Date. 

Purchase Date Mean the date in which the Fund and the Seller will make 

the assignment and payment of Eligible Credit Rights, by 

means of the execution and formalization of the 

corresponding Bill of Sale, as provided in the Assignment 

Agreement. The Purchase Date will occur until the 6 th 

(sixth) Business Day as of the Issuance Date. 

Issuance Date The date of subscription and payment of the Fund’s 

Page 13 of 119

Quotas, as it may be defined in the respective Supplement. 

Maturity Date of the Fund Means the day on which the term of the Fund is ended, as 

provided in Section 4.1 and Section 24.1 of the Bylaws, or, 

if such day is not a Business Day, the Business Day 

immediately following, when it is expected to occur the 

Mandatory Redemption of outstanding Senior Quotas 

and/or Mezzanine Quotas. 

Verification Date Has the meaning defined in Section 16.1 of the Bylaws. 

Extended Maturity Date of the Fund Has its meaning defined in Section 4.2.1 of the Bylaws and 

in Section 5.5 of this Prospectus. 

Expenses Mean all expenses and charges under the responsibility of 

the Fund, as determined in Section 18 of the Bylaws, in the 

contracts signed by the Fund and in related regulations. 

Borrower(s) Means individual(s) or legal entity(ies) issuer(s) of Bank 

Credit Certificates. 

Business Day Means a day other than a Saturday, Sunday or a holiday 

nationwide. 

Credit Right Mean credit rights due under Bank Credit Certificates 

issued by Borrowers in favor of the Seller by virtue of 

financing transactions for the acquisition of Vehicles, and, 

as applicable, parts, accessories and insurance premiums, 

and which generally require monthly payments of interest 

and principal. 

Eligible Credit Right Means Credit Right that, at the time of its acquisition by 

the Fund, meets all Eligibility Criteria and conditions of 

assignment described in Section IX hereof. 

Sold Eligible Credit Right Means an Eligible Credit Right acquired by the Fund 

through execution and formalization of the corresponding 

Bills of sale, pursuant to the Assignment Agreement. 

Evidence Documents The Sold Eligible Credit Rights are represented by Bank 

Credit Certificates and any amendments thereto. 

Adverse Tax Event It means the creation of new taxes, the increase of tax rates 

of existing taxes or changes to the tax base of any taxes, 

both in relation to existing taxes and those that may be 

created, and which in any case substantially affect the 

economic-financial balance of the Fund and/or represent 

excessive burden to achieve its goal. As applicable, the 

Administrator shall inform the Quotaholders or the 

Quotaholders shall inform the Administrator, after the 

occurrence of any Adverse Tax Event. 

Event of Evaluation Mean the events described in Section 22 of the Bylaws. 

Events of Early Liquidation Mean the events described in Section 23 of the Bylaws, 

which, once verified, may cause the Early Liquidation of 

the Fund. 

FGC Credit Guarantee Fund (Fundo Garantidor de Crédito), a 

private nonprofit entity intended to administer 

mechanisms of protection to holders of credits against 

financial institutions; created by Resolution No. 2.211, of 

Page 14 of 119

1995, issued by the National Monetary Council. 

Fund Driver Brasil One Banco Volkswagen Fundo de 

Investimento em Direitos Creditórios Financiamento de 

Veículos. 

Manager Means BRAM – Bradesco Asset Management S.A. DTVM., 

a company with head office at Avenida Paulista, 1450, 6 th 

floor, in the city of São Paulo, State of São Paulo, 

registered with CNPJ/MF under No. 62.375.134/0001-44, 

duly authorized by CVM to professionally exercise the 

management of securities portfolios as per the Declaratory 

Act CVM No. 2.669, of December 6, 1993. 

IGP-M Means the General Market Price Index, published monthly 

by Fundação Getúlio Vargas. 

CVM Rule 356/01 Means Rule No. 356 issued by the CVM on December 17, 

2001, as amended. 

CVM Rule 400/03 Means Rule No. 400 issued by the CVM on December 29, 


CVM Rule 409/04 Means Rule No. 409 issued by the CVM on August 24, 


CVM Rule 489/11 Means Rule No. 489, issued by the CVM on January 14, 

2001. 

Qualified Investors Qualified investors, pursuant to Section 109 of CVM Rule 

409/04, are namely (i) financial institutions; (ii) insurance 

companies and capitalization entities; (iii) publicly-held 

and closely-held entities of supplementary retirement plan; 

(iv) individuals or legal entities that have financial 

investments worth over BRL 300,000.00 (three hundred 

thousand Brazilian Reais) and that additionally attest in 

writing their condition of accredited investor trough a 

proper instrument; (v) investment funds exclusively 

intended for qualified investors; (vi) portfolio managers 

and consultants of securities authorized by the CVM, in 

relation to net worth; and (vii) own social security systems 

introduced by the Federal Government, by the States, by 

the Federal District or by municipalities. 

Permitted Investments Securities denominated in Brazilian Reais, in accordance 

with Section 7.3 of the Bylaws. 

Law No. 6404/76 

Law No. 6404/76, of September 17, 1976, as amended. 

Liquidation The Fund will be settled by the redemption of all of the 

Quotas. 

Early Liquidation It consists of the early liquidation of the Fund, after 

resolution of the Quotaholders’ Meeting, as a result of any 

Event of Early Liquidation, described in Section 23 of the 

Bylaws. 

Level 1 Trigger Has its meaning assigned in Section 16.3(i) of the Bylaws. 

Level 2 Trigger Has its meaning assigned in Section 16.3(ii) of the Bylaws. 

Clean-up Call Means the option granted to the Seller to repurchase the 

Page 15 of 119

alance of the discounted Sold Eligible Credit Rights, at 

any time, at fair value, when the remaining Discounted 

Principal Balance of the Sold Eligible Credit Rights is less 

than 9% (nine percent) of the total Discounted Principal 

Balance of the Sold Eligible Credit Rights paid on the 

Purchase Date, being observed the procedures established 

in the Assignment Agreement. 

Net Worth Means the net worth of the Fund, which is calculated by 

the difference of the value of the Fund's Assets minus the 

sum of all accrued Expenses. 

Fund’s Newspaper Means the newspaper Valor Econômico. 

Early Liquidation Period Means the period that started with the occurrence of an 

Event of Early Liquidation and ends with the total 

redemption of the remaining Quotas. 

Monthly Period Means the calendar month immediately preceding each 

Payment Date. 

Person Means any individual or corporation, including any 

company, partnership, association, consortium, fund, nor 

personified company or government agency. 

Collection Policy Means the current collection policy of the Servicer, with 

respect to the provision of services of judicial and 

extrajudicial collection, receipt and recovery of Credit 

Rights, which applies to Sold Eligible Credit Rights, and 

may be changed from time to time, subject to the 

provisions of the Bylaws and the Servicing Agreement 

Investment Policy Means the investment policy of the Fund, to be followed 

by the Administrator to make the investment of values 

available in the Fund’s Account, as described in Section 7 

of the Bylaws. 

Placement Term 

It has its meaning given in Section 3.1 of this Prospectus. 

Assignment Price It has its meaning given in Section 9.7 of this Prospectus. 

Principal Means with respect to any Quota, the balance, if any, of 

the value of the Quota on the Issuance Date minus the sum 

of all amounts paid to the Quota in items (vii) and (viii) of 

the Priority of Payments of the Fund, paid until the last 

Payment Date. 

Priority of Payments Means the order of priority to be followed by the 

Administrator, as defined in Section 14.1 of the Bylaws, 

for the distribution of the Available Distribution 

Amount on each Payment Date. 

Prospectus Means this Prospectus. 

Target Mezzanine Overcollaterization Ratio Has the meaning given in Section 16.2(b) of the Bylaws. 

Target Senior Overcollaterization Ratio 

Has its meaning given in Section 16.2(a) of the Bylaws. 

Mezzanine Overcollaterization Floor Has its meaning given in Section 16.2(c) of the Bylaws. 

Senior Overcollaterization Floor Has its meaning given in Section 16.2(d) of the Bylaws. 

Page 16 of 119

Target Net Worth Ratio Has its meaning given in Section 16.2(e) of the Bylaws. 

Late Delinquency Ratio 

Means, for any Payment Date a fraction, expressed as a 

percentage, 

(a) the numerator of which is the sum of the Discounted 

Principal Balance of all Sold Eligible Credit Rights 

that have ever been overdue and unpaid in arrears for 

one hundred and eighty (180) or more days from the 

Purchase Date through the end of the preceding 

Monthly Period. The Discounted Principal Balance 

of each such Sold Eligible Credit Rights will be 

calculated at the end of the Monthly Period the Sold 

Eligible Credit Right becomes for the first time 

overdue and unpaid in arrears for one hundred and 

eighty (180) or more days. It is hereby understood 

that any payment of any overdue installment for one 

hundred and eighty (180) days or more will not 

affect the calculation of the Late Delinquency Ratio; 

(b) and the denominator of which is the aggregate 

Discounted Principal Balance of Sold Eligible 

Credit Rights on the Purchase Date. 

Federal Revenue Federal Revenue Office of Brazil, the office of direct 

administration responsible for management of taxes 

imposed by the Federal Government, including social 

security taxes, and those levied on foreign trade, covering 

a significant part of the Country's social contributions 

Investment Proceeds Means the returns of the Permitted Investments, net of 

future losses, taxes and charges, as deposited in the Fund 

Account in any Payment Date. 

Bylaws Mean this Fund's bylaws, attached to this Prospectus as 

Exhibit A. 

Cash Collateral Reserve A reserve maintained by the Administrator, the value of 

which must be equivalent to the Specified Cash Collateral 

Amount, which can be applied in Permitted Investments, 

to cover (i) negative differences in the payment of the 

remuneration of the Senior Quotas and Mezzanine Quotas, 

respectively, and (ii) Expenses of the Fund. 

Mandatory Redemption Means the regular redemption of Quotas that will take 

place at the end of the term of the Fund, pursuant to 

Section 4 of the Bylaws. 

Central Bank Resolution 3.998/11 Means Central Bank Resolution No. 3.998 of July 28, 

2011, which regulates the obligatory registration of credit 

assignment transactions in assets registration and financial 

liquidation systems authorized by the Central Bank. 

SELIC Special Liquidation and Custody System, created by 

Circular No. 466 of October 11, 1979 of the Central Bank, 

and is a computerized system for the custody of 

book-entry securities issued by the National Treasury, as 

well as the registration and liquidation of transactions with 

such securities. 

Page 17 of 119

SERASA Serasa Experian S.A., a private company providing 

information, analytical and marketing services, which 

helps organizations and consumers to manage the risks 

and benefits of commercial and financial decisions. 

SISBACEN Information System of the Central Bank; is a suite of 

information technology resources, networked, used by the 

Central Bank in conducting its work processes. 

SPC SPC Brasil, which is the information system of Câmaras 

de Dirigentes Lojistas – CDLs (Chambers of 

Shopkeepers), which holds credit information on 

individuals and legal entities, assisting in the decision 

making for credit extension by companies throughout the 

country. 

Supplement Has the meaning given in Section 13.10.1 of the Bylaws. 

Swap Means the interest rate swap operations performed by the 

Fund, as provided in the Interest Rate Swap Agreement, 

with the purpose of mitigating the potential mismatch 

between the fixed rate of its spot positions and the 

benchmark established for its class of quotas. 

DI Rate Means the average interbank deposits on one day, extra 

group, calculated on the basis of 252 (two hundred 

fifty-two) Business Days and published daily by CETIP. 

Administration Fee The fee to which the Administrator shall be entitled for the 

services of administration of the Fund, as defined in 

Section 5.6 of the Bylaws. 

Servicing Fee Means the compensation of the Servicer, to be paid to the 

Servicer, under the Servicing Agreement. 

Custody Fee Has its meaning given in Section 6.5 of the Bylaws. 

Discount Rate Has its meaning given in Section 9.7 of the Bylaws. 

Management Fee Means the portion of the Administration Fee payable to the 

Manager as payment for the provision of management 

services for the Assets of the Fund. 

Term of Accession Means the instrument of acknowledgment of risk and 

adherence to these Bylaws, to be signed by each 

Quotaholder at the time of admission as a Quotaholder of 

the Fund, and through which the Quotaholder (i) 

acknowledges the risks involved in investing in the Fund’s 

Quotas; and (ii) adhere to these Bylaws, as per Exhibit I 

hereto. 

Bill of sale With respect to any Sold Eligible Credit Right, it means a 

bill of sale, as substantially set out in the Assignment 

Agreement to be signed between the Fund and the Seller 

on the Purchase Date, to formalize the assignment of the 

Eligible Credit Rights to the Fund. 

Discounted Principal Balance Means with respect to a Sold Eligible Credit Right, the 

sum of the present value of all of its installments minus the 

sum of the present values of its installments that have been 

already paid as of the immediately preceding Monthly 

Period. For the purposes of calculating the Discounted 

Page 18 of 119

Principal Balance, the installments will be discounted to 

the origination date of the Credit Right and at the Discount 

Rate, on the basis of one year of 360 (three hundred and 

sixty) days being equivalent to 12 (twelve) months, each 

month consisting of 30 (thirty) days. 

Available Distribution Amount Means the available amount in the Fund’s Account in each 

Payment Date, resulting from the sum: (i) of the 

Collections related to the Monthly Period immediately 

prior to the respective Payment Date; (ii) withdraws of the 

Cash Collateral Reserve, if necessary; (iii) Investment 

Proceeds; and (iv) amounts received by the Fund by means 

of the Swap Agreement. 

Present Value Means the sum of the amounts of the Sold Eligible Credit 

Rights, calculated at present value applying the Discount 

Rate. 

Specified Cash Collateral Amount Has its meaning given in Section 15.1.1 of the Bylaws. 

Vehicles Mean new, young used and used passenger vehicles, sold 

in dealerships and purchased through financing transaction 

entered into through the issuance of Bank Credit 

Certificates by Borrowers in favor of the Seller. 

Page 19 of 119

1.2. Operation’s Basic Characteristics 

Issuer Driver Brasil One Banco Volkswagen Fundo de Investimento em Direitos Creditórios 

Financiamento de Veículos 

Legal Grounds CVM Instruction 356/01 and CMN Resolution 2.907. 

Type Closed-end Fund. 

ANBIMA Rating Financial FIDC. 

Focus of Activity FIDC Financing of Vehicles. 

CNPJ/MF 14.477.691/0001-23. 

Administrator BEM Distribuidora de Títulos e Valores Mobiliários Ltda. 

Lead Coordinator Banco Itaú BBA S.A. 

Coordinator HSBC Corretora de Títulos e Valores Mobiliários S.A. 

Custodian Banco Bradesco S.A. 

Manager BRAM – Bradesco Asset Management S.A. DTVM 

Auditing Company PricewaterhouseCoopers Auditores Independentes. 

Legal Advisors Trench, Rossi e Watanabe Advogados. 

Seller Banco Volkswagen S.A. 

Risk Rating Risk Rating of Moody’s of the Senior Quotas: Aaa.br(sf)* 

Risk Rating of S&P of the Senior Quotas: brAAA(sf)* 

Risk Rating of Moody’s of the Mezzanine Quotas: A1.br(sf)* 

Risk Rating of S&P of the Mezzanine Quotas: brA+(sf)* 

*These information are based in preliminary reports of the Risk Rating Agencies (as provided in Annex D of this 

Prospectus) and, therefore, may be subject to adjustments based on the final report to be issued by each Risk 

Rating Agency. 

Total Offer Amount R$ 930,000,000.00 

Maximum Number of Shares 

to be Issued 

Thirty five thousand (35,000) Senior Quotas and two thousand and two hundred (2,200) 

Mezzanine Quotas will be issued. 

If there is excess demand for Senior Quotas and/or Mezzanine Quotas, the Administrator 

may use the option under the second paragraph of article 14 of CVM Rule 400/03 and 

distribute an additional amount of up to twenty percent (20%) of the maximum amount of 

Senior Quotas and/or Mezzanine Quotas initially planned, without the need for approval 

of the general meeting or registration with CVM. In this case, the coordinator may 

distribute, in accordance with Article 24 of CVM Rule 400/03, an additional lot of Senior 

Quotas and/or Mezzanine Quotas, conditions and prices set forth in this Prospectus and 

the Supplement thereto, limited to fifteen percent (15%) of the amount of Senior Quotas 

and/or Mezzanine Quotas object of the Offer. 

The Seller must subscribe and pay in the Subordinated Quotas. 

Types of Quotas One class of Senior Quotas with a single series, and two classes of subordinated quotas, 

being Mezzanine Quotas and Subordinated Quotas. 

Issuance Price Quotas in the nominal unit value of twenty-five thousand Reais (R$ 25,000.00) will be 

issued. 

Page 20 of 119

Mezzanine Benchmark 100% (a hundred per cent) of the DI Rates, added by spread equivalent to two point zero 

five percent 2.05% , calculated per Business Day on a 252 Business Days basis, incurred 

on the amount of the Mezzanine Quota, or its unamortized balance, from the Issuance 

Date, and daily incorporated to the amount of each Mezzanine Quota. 

Senior Benchmark 100% (a hundred per cent) of the DI Rates, added by spread equivalent to one point 

twenty five percent (1.25)%, calculated per Business Day on a 252 Business Days basis, 

incurred on the amount of the Senior Quota, or its unamortized balance, from the Issuance 

Date, and daily incorporated to the amount of each Senior Quota. 

Type of Listing Public. 

Minimum Investment 

Amount 

Initial Issuance Estimated 

Date 

Twenty-five thousand Reais (R$ 25,000.00), noticing that such amount may not be 

invested in the secondary market. 

July 4, 2012 

Bookbuilding Procedure It was adopted the procedure of bookbuilding, organized by the Coordinators, by means 

of the collection of investment intent, in the terms of the 1 st and 2 nd paragraphs of article 

23 and article 44 of the CVM Rule 400/03, without receiving of reserves, for the 

definition of the spread or surcharge over the remuneration of the Senior Quotas and 

Mezzanine Quotas. 

Investment in the Senior 

Quotas and in the Mezzanine 

Quotas 

Distribution of Quotas and 

Placement Regime 

The Bookbuilding procedure occurred on April 5, 2011. 

The investment made in Senior Quotas and/or Mezzanine Quotas of the Fund may be 

done through debiting of the current account or investment account, available electronic 

transference or other transference mechanism of resources authorized by the Central 

Bank, at the Administrator’s choice. The Borrower incurs the costs related to bank fees. 

The Coordinators will promote, under the best efforts system, the public placement of the 

Senior Quotas and of the Mezzanine Quotas along with the investors. 

Target Investors Qualified investors, under terms of the regulation in effect. 

Registration for Distribution 

and Trading 

The Senior Quotas and the Mezzanine Quotas will be registered for (i) distribution at 

MDC – Fund Quotas Distribution Module, member of CETIP; and for (ii) trading in the 

secondary market at SFF – Closed-end Funds System, administered by CETIP, observed 

the responsibility of the intermediaries in assuring that only Qualified Investors acquires 

Quotas. 

Credit Rights Bank Credit Certificates issued by Borrowers in favor of the Seller by virtue of financing 

transactions for the acquisition of Vehicles, and, as applicable, parts, accessories and 

insurance premiums, and which generally require monthly payments of interest and 

principal. 

Other Assets The Fund may apply the remainder of its Net Worth in the following bonds and assets, 

provided that they are pos-fixed: 

Term of Duration of the 

Fund 

(i) bonds issued by the National Treasury and operations committed to 

bonds issued by the National Treasury; and 

(ii) quotas of fixed income investment funds related to bonds issued by the 

National Treasury. 

The term of duration of the Fund begins on the Issuance Date and finishes on a 5 (five) 

year period as of such date, with exception of the events of Early Liquidation of the Fund, 

as provided in the Bylaws. If on the Maturity Date of the Fund, the Administrator cannot 

perform the Mandatory Redemption of the Quotas, such Maturity Date of the Fund will be 

extended, on a discretionary basis, for a maximum period comprising until twelve (12) 

Page 21 of 119

Administration Fee and 

other fees 

additional Payment Dates, counted from the maturity of the last Sold Eligible Credit 

Right. 

The charges and expenses provided on Section V of this Prospectus, as well as the 

Administration Fee, will be incurred by the Fund. Entrance or exiting fees will not be 

charged from the Borrowers. 

Overcollaterization Ratios Senior Overcollateralization Ratio: division of (1) the aggregate Discounted Principal 

Balance minus the aggregate Principal of the Senior Quotas not liquidated by (2) the 

aggregate Discounted Principal Balance and shall be equal to 15.5% (fifteen point five 

percent) during the Term of Duration of the Fund; 

Initial Credit Enhancement 1 

Mezzanine Overcollateralization Ratio: division of (1) the aggregate Discounted 

Principal Balance minus the aggregate Principal of the Senior Quotas and Mezzanine 

Quotas not liquidated by (2) the aggregate Discounted Principal Balance and shall be 

equal to 8.5% (eight point five) during the Term of Duration of the Fund; 

Senior Overcollaterization Floor: division of (1) the aggregate Discounted Principal 

Balance minus the aggregate Principal of the Senior Quotas not liquidated by (2) the 

Discounted Principal Balance of the Sold Eligible Credit Rights on the Purchase Date and 

shall be greater or equal to 1.6% (one point six percent) during the term of the Fund; 

Mezzanine Overcollaterization Floor: division of (1) the aggregate Discounted Principal 

Balance minus the aggregate Principal of the Senior Quotas and Mezzanine Quotas not 

liquidated by (2) the Discounted Principal Balance of the Sold Eligible Credit Rights on 

the Purchase Date and shall be greater or equal to 0.9% (zero point nine percent) during 

the term of the Fund; and 

Target Net Worth Ratio: division of (1) the value of the Net Worth minus the total value 

of the Senior Quotas not liquidated by (2) the value of the Net Worth, ascertained at any 

moment during the duration of the Fund and shall be greater or equal to 7.0% (seven 

percent). 

Senior Quotas Mezzanine Quotas 

Initial Credit Enhancement 13.50% 8.00% 

Mezzanine Quotas 5.50% n/a 

Subordinated Quotas 7.00% 7.00% 

Cash Collateral Reserve 1.00% 1.00% 

Trigger Levels Level 1 Trigger: shall be considered breached if the Late Delinquency Ratio is greater 

than 2.6% (two point six percent) on or before the 12 th (twelfth) Payment Date and 4.8% 

(four point eight percent) as of the 13 th (thirteenth) until the 24 th (twenty-fourth) Payment 

Date. 

Target Overcollaterization 

Ratios 

Level 2 Trigger: shall be considered breached if the Late Delinquency Ratio is greater 

than 7.4% (seven point four percent) on any Amortization Date. 

Page 22 of 119 

Target Senior 

Overcollaterization Ratio 

Target Mezzanine 

Overcollaterization 

Ratio 

No trigger breach 15.50% 8.50% 

Level 1 Trigger breached 18.50% 10.00% 

Level 2 Trigger breached Sequential amortization for remainder of the Fund. 

Payment of the Quotas The Fund will amortize, provided that it has sufficient funds, the Senior Quotas, the 

Mezzanine Quotas and the Subordinated Quotas in monthly installments, pursuant to (i) 

the Priority of Payments, and (ii) the Target Senior Overcollaterization Ratio, the Senior 

Overcollaterization Floor, the Target Mezzanine Overcollaterization Ratio and the 

1 As a percentage of the initial total Discounted Principal Balance of the Credit Rights to be sold to the Fund.

Mezzanine Overcollaterization Floor. 

Payment Dates 4 th Business Day of each month, being the first installment on August of 2012. 

Priority of Payments of the 

Fund 

On each Payment Date, the Administrator will pay the Available Distribution Amounts, 

in accordance with the priority described below: 

(i) taxes and Expenses incurred by the Fund, including the Administration Fee 

(except for the portion related to the Servicing Fee), the Custody Fee and the 

Management Fee; 

(ii) the Servicing Fee; 

(iii) any net swap payments or termination payments (if the Swap Counterparty is not 

the defaulting party) to the Swap Counterparty; 

(iv) the remuneration applicable to the Senior Quotas to the Senior Quotaholders, up 

to the Target Senior Benchmark; 

(v) the remuneration applicable to the Mezzanine Quotas to the Mezzanine 

Quotaholders, up to the Target Mezzanine Benchmark; 

(vi) to the Cash Collateral Amount up to the Specified Cash Collateral Amount 

Balance; 

(vii) the remaining balance of the Available Distribution Amounts after the payments 

mentioned above, for the payment of the Senior Quotas, in order to maintain the 

Target Senior Overcollaterization Ratio and the Senior Overcollaterization Floor; 

(viii) the remaining balance of the Available Distribution Amounts after the payments 

mentioned above, for the payment of the Mezzanine Quotas, in order to maintain 

the Target Mezzanine Overcollaterization Ratio and the Mezzanine 

Overcollaterization Floor; 

(ix) to the Swap Counterparty, in the event the Swap Counterparty is the defaulting or 

terminating party under the Interest Rate Swap Agreement, any payments related 

with the Swap Agreement not previously mentioned in item “(iii)” above; and 

(x) the remaining cash amounts will be paid to the Subordinated Quotaholder, up to 

the amount necessary to maintain the Target Senior Overcollaterization Ratio, the 

Senior Overcollaterization Floor, the Target Mezzanine Overcollaterization Ratio 

and the Mezzanine Overcollaterization Floor. 

Clean Up Call Option granted to the Seller to repurchase the balance of the Sold Eligible Credit Rights 

from the Fund, exercisable, pursuant to the terms of the Assignment Agreement, when the 

remaining Discounted Principal Balance of the Sold Eligible Credit Rights is equal to or 

less than 9% (nine percent) of the total Discounted Principal Balance of the Sold Eligible 

Credit Rights on the Purchase Date. 

Newspaper of the Fund All publications mentioned in the Bylaws will be maid initially in the newspaper “Valor 

Econômico”. 

Supplementary Information Any supplementary information about the Fund and the issuance of the Quotas may be 

obtained along with the Administrator, the Coordinators or CVM. 

Page 23 of 119

1.3. Summary of the Fund 

The Fund 

a) Purpose 

The Fund was organized as a closed-end fund, with pre-determined duration period of five (5) years as of 

the Issuance Date. If on the Maturity Date of the Fund, the Administrator cannot perform the Mandatory 

Redemption of the Quotas, such Maturity Date of the Fund will be extended, on a discretionary basis, for a 

maximum period comprising until twelve (12) additional Payment Dates, counted from the maturity of the 

last Sold Eligible Credit Right. 

The purpose of the Fund is to provide to its Quotaholders at the time of redemption of their Quotas, the 

valuation of funds invested initially in the Fund, by investing the Fund’s resources in the purchase of Sold 

Eligible Credit Rights held by the Seller through the Assignment Agreement, subjected to the Investment 

Policy. 

The Fund will seek, but does not ensure, a rate of return for its Senior Quotas equivalent to the Senior 

Benchmark and a rate of return to the Mezzanine Quotas equivalent to the Mezzanine Benchmark. 

For further information about the Fund, please see Section V “Fund’s Characteristics”. 

b) Investment Policy 

The Fund may invest the remaining of its Net Worth in the following bonds and assets, given that they are 

pos-fixed: 

(i) bonds issued by the National Treasury and operations committed to bonds issued by the 

National Treasury; and 

(ii) quotas of fixed income investment funds related to bonds issued by the National Treasury. 

For further information about the Fund, please see Section V “Fund’s Characteristics”. 

The Administrator 

The Fund is managed by BEM - Distribuidora de Títulos e Valores Mobiliários Ltda. The Administrator, 

subjected to the limitations set out in the Bylaws, in the deliberations of the Quotaholders’ Meeting, and in 

strict compliance with the law and regulations, particularly those of CVM, has broad and general powers to 

perform all acts necessary for the administration of the Fund and the exercise of rights attached to all Credit 

Rights which constitute the assets of the Fund and is responsible for representing the Fund in all acts, as 

well as custodial services, controllership and bookkeeping of the Fund’s Quotas. 

The Administrator shall administer the Fund in fulfilling its duties and obligations, which are detailed in 

Section VI of this Prospectus and in item 5 of the Fund’s Bylaws, with the care and uprightness that every 

active and honest man must employ in conducting their own business as well as loyalty, information and 

safeguard of the integrity of the rights of Quotaholders. 

The Quotas 

The Fund will issue one type of Senior Quotas and two types of Subordinated Quotas, which are the 

Mezzanine Quotas and the Subordinated Quotas. In total, thirty five thousand (35,000) Senior Quotas, two 

thousand and two hundred (2.200) Mezzanine Quotas and three thousand three hundred and twelve (3,312) 

Subordinated Quotas will be issued. Each Quota will bear the issuance unit value of twenty-five thousand 

Reais (R$ 25,000.00). The Seller will subscribe the totality of the Subordinated Quotas. 

Page 24 of 119

For further information, please see Section VII “Fund’s Quotas”. 

The Credit Rights 

The Credit Rights must mean, conjointly or separately, the rights and amounts derived from Bank Credit 

Certificates issued by Borrowers in favor of the Seller in virtue of financing operations for the purchase of 

Vehicles, and that generally require monthly payments of interests and of the principal amount. 

The Seller 

The Seller is Banco Volkswagen S.A. 

For further information about the Seller, please see Section XI “The Seller of the Credit Rights”. 

Fund’s Service Providers 

Lead Coordinator: Banco Itaú BBA S.A. 

Coordinator: HSBC Corretora de Títulos e Valores Mobiliários S.A. 

Custodian: Banco Bradesco S.A. 

Manager: BRAM – Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários. 

Independent Auditor: PriceWaterhouseCoopers Auditores Independentes. 

Servicer: Banco Volkswagen S.A. 

Risk Rating Agencies: Moody’s América Latina Ltda. and Standard and Poor’s, division of McGraw Hill 

Interamericana do Brasil Ltda. 

Page 25 of 119

II. IDENTIFICATION OF THE ADMINISTRATOR, COORDINATORS, CONSULTANTS AND AUDITORS OF 

THE FUND 

Page 26 of 119

2.1. Identification of Service Providers 

Administrator 

Lead Coordinator 

Coordinator 

Custodian 

Manager 

BEM Distribuidora de Títulos e Valores Mobiliários 

Ltda. 

“Cidade de Deus”, Prédio Prata, 4º andar 

Osasco, SP 

At.: Mr. André Bernardino da Cruz Filho 

Tel: (11) 3684 4522 

Fax: (11) 3684 5645 

E-mail: bemdtvm@bradesco.com.br 

Website: www.bradescocustodia.com.br 

Banco Itaú BBA S.A. 

Avenida Brigadeiro Faria Lima, n.º 3.400, 4º andar. 

São Paulo - SP 

At.: Mr. Marcello Soledade Poggi de Aragão 

Tel.: (11) 3708-8508 

Fax: (11) 3708-2533 

E-mail: marcello.aragao@itaubba.com 

Website: 

www.itaubba.com.br/portugues/atividades/prospectos.asp 

HSBC Corretora de Títulos e Valores Mobiliários S.A. 

Avenida Brigadeiro Faria Lima, nº 3064. 2º andar 


At.: Mr. Antonio Marques de Oliveira Neto 

Tel.: (11) 3847 5078 

Fax: (11) 3847 5021 

E-mail: antonio.m.oliveira@hsbc.com.br 

Website: 

http://www.hsbc.com.br/1/2/portal/pt/para-sua-empresa/i 

nvestimento/operacoes-especiais/operacoes-especiais-ma 

is-informacoes 

Banco Bradesco S.A. 

Departamento de Ações e Custódia 

“Cidade de Deus”, Prédio Amarelo, 2º andar, Vila Yara 

06029-900 – Osasco/SP 

At: Mr. Luis Claudio de Freitas Coelho Pereira 

Tel: (11) 3684-4522 

Fax: (11) 3684-5645 

Website: 

http://www.bradescobemdtvm.com.br/Upload%20Docu 

ments/Funds/535/2/LinkPROSPECTO%20-%20DRIVE 

R.pdf 

BRAM - Bradesco Asset Management S.A. 

Distribuidora de Títulos e Valores Mobiliários 

Avenida Paulista 1450, 6º andar 

01310-917 São Paulo, SP 

At.: Mr. Ricardo Augusto Mizukawa 

Telefone: (11) 2178.6600 

Fax: (11) 2178.6800 

Website: www.bram.com.br 

Page 27 of 119

Legal Advisors 

Independent Auditor 

Risk Rating Agencies 

2.2. Administrator 

Trench, Rossi e Watanabe Advogados 

Associado a Baker & Mckenzie International 

Avenida Dr. Chucri Zaidan, 13° andar 

04583-904 - São Paulo/SP 

At.: Mr. José Augusto Martins 

Tel: (11) 3048-6800 

Fax: (11) 5506-3455 

Website: www.trenchrossiwatanabe.com.br 

PricewaterhouseCoopers Auditores Independentes 

Avenida Francisco Matarazzo, n° 1400, 9-10º, 13-17º 

andar 

05001-100 - São Paulo/SP 

At.: Sr. Washington Luiz Pereira Cavalcanti 

Tel: (11) 3674-3657 

Fax: (11) 3674-2000 

Website: www.pwc.com 

Moody’s América Latina Ltda 

Av. Nações Unidas, 12551 – 16º andar – cj. 1601 

04578-903 – São Paulo/SP – Brasil 

Tel: (11) 3043-7300 

Fax: (11) 3043-7311 

Website: www.moodys.com.br 

and 

Standard and Poor’s 

Avenida Brigadeiro Faria Lima, n.º 201, 18° andar 

São Paulo, SP 

Tel.: (11) 3039-9700 

Fax: (11) 3039-9701 

Website: www.standardandpoors.com.br 

BEM Distribuidora de Títulos e Valores Mobiliários Ltda. was owned by Banco do Estado do Maranhão, 

being acquired by Bradesco on February 12, 2004, relying, since then, with the professional body, 

technological park and infrastructure of Bradesco. The Administrator is currently controlled by Bradesco, 

that holds, indirectly, 100% (a hundred per cent) of the representative quotas of its corporate capital, and 

integrates one of the largest groups of investment funds management in the country. 

The Administrator, subject to the Bylaws and to the applicable legal and regulatory provisions, shall 

manage the Fund fulfilling its duties and obligations with the care and uprightness that every active and 

honest man must employ in conducting their own business, performing all his acts with due observance of 

(a) the law, regulatory rules, specially the ones of CVM, the Bylaws and the resolutions of the 

Quotaholders’ Meetings; (b) in the acquisition of the Eligible Credit Rights, the provisions of the 

Assignment Agreement; and (c) loyalty, information and safeguard of the integrity of the rights of 

Quotaholders. 

2.3. Lead Coordinator 

Itaú BBA is a Brazilian wholesale bank with assets around R$ 200 billion, with a credit portfolio of R$ 102 

billion and net worth of R$ 6.6 billion on September 30, 2011. The bank is a member of the Itaú Unibanco 

Group, being directly controlled by Itaú Unibanco Holding S.A. Itaú BBA seeks to act in partnership with 

large companies, providing the best and most thorough complex of financial services. Itaú BBA owns 

Page 28 of 119

anches in Rio de Janeiro, Campinas, Porto Alegre, Belo Horizonte, Curitiba, Salvador, Montevidéu, 

Buenos Aires, Santiago, Lisboa, as well representation offices in Lima, New York, Frankfurt, Paris, 

Luxemburgo, Madri, London and Xangai. 

The Investment Banking area of Itaú BBA offers consulting services to corporate clients and investors in 

the structuring of investment bank’s products, including fixed income, variable income and mergers and 

acquisitions. 

According to ANBIMA’s ranking, Itaú BBA has shown a consistent leadership in the ranking of 

distribution of operations of fixed income in the domestic market, having occupied the first position in the 

years of 2004 to 2010, with market share between 19% (nineteen per cent) and 46% (forty-six per cent). 

Additionally, Itaú BBA has been widely recognized as one of the best investment banks in Brazil by 

institutions such as Global Finance, LatinFinance and Euromoney. For the third consecutive year, it has 

been considered as the best investment bank in Brazil by the magazine Global Finance, an American 

publication specialized in the analysis of companies and financial institutions of the five continents. 

Within the recent debentures issuances coordinated by Itaú BBA, it stands out the debentures offers from 

ALL - América Latina Logística S.A. (R$ 810 million), DASA (R$ 100 millions), Light (R$ 650 millions), 

Localiza (R$ 500 millions), Cyrela (R$ 400 millions), Ampla (R$ 300 millions) and Coelce (R$ 400 

millions). In recent operations with promissory notes coordinated by Itaú BBA, it stands out the operations 

of Contax (R$ 230 millions), Lojas Americanas (R$ 500 millions) and Oi (R$ 900 millions). It also stands 

out the operations of the FIDC Insumos Básicos da Indústria Petroquímica (R$ 513 millions), FIDC Renner 

(R$ 350 million), CRI RB Capital with BR Distribuidora risk (R$ 350 millions), CRI Cyrela (R$ 270 

millions), CRI PDG Securitizadora with PDG Realty risk (R$ 200 million). In the international fixed 

income’s market, until September 2011, Itaú BBA has participated as joint-bookrunner in 13 offers, which 

the total amount reached the US$ 3.05 billions. 2010, Itaú BBA participated in 24 offers, in a total amount 

of US$ 13.3 billions. Within the recent operations in which Itaú BBA acted as sole bookrunner or 

joint-bookrunner, it stand out the offers of OGX (US$ 2.5 billions), Oi (R$ 1.1 billion), Cresud (US$ 60 

millions), Arcos Dorados (R$ 400 millions), Banco Itaú (US$ 500 millions) and Celpa (US$ 250 millions). 

In variable income, Itaú BBA offers structuring services for primary and secondary public offers of shares 

and ADRs, public offers for the acquisition and share swap, in addition to consulting in the conduction of 

corporate restructuring processes of publicly-held companies and change of ownership. The conduction of 

the operations is performed jointly with Itaú Corretora, which has the relationship with the domestic and 

international investors and holds a recognized and awarded independent research structure. In 2010, Itaú 

BBA acted as coordinator and bookrunner of initial and subsequent public offers that resulted R$ 132.5 

billion. In ANBIMA’s ranking, the bank closed the year of 2010 in the second place in number of offers, 

with a market share of 60.9%. 

With a specialized team, the mergers and acquisitions area of Itaú BBA offers its clients efficient structures 

and solutions for consulting, coordination, execution and negotiation of acquisitions, divestitures, mergers 

and corporate restructuring. The area holds broad and privileged access to strategic and financial investors 

to assist clients in enabling corporate movements. According to the mergers and acquisitions’ ranking of 

Thomson Finance, based on the number of transactions in 2010, Itaú BBA ranked second, with 39 

operations. 

2.4. Coordinator 

HSBC Corretora de Títulos e Valores Mobiliários S.A. is indirectly controlled by HSBC Bank Brasil S.A. – 

Banco Múltiplo, member of the HSBC Group, international corporation headquartered in London, England, 

present in 86 countries and territories. Organized in Brazil in 1997. 

In Brazil, HSBC Bank Brasil S.A. – Banco Múltiplo has a portfolio of approximately 5.4 million 

individuals clients and 358 thousand corporate clients, and holds more than 2.3 thousand agencies and 

automatic teller machines in 564 municipalities. HSBC Bank Brasil S.A. – Banco Múltiplo has a 

infrastructure of 5.2 thousand automatic tellers and 2.4 thousand self-service environments, in addition to 

Page 29 of 119

convenience channels, such as internet banking and Phone Center of HSBC Bank Brasil S.A. – Banco 

Múltiplo – Serviços Bancários. 

The HSBC group, through its multiple companies and offices, has global performance in the structuring and 

distribution of corporate debts securities market. 

In the local debts market, in 2008 HSBC Corretora de Títulos e Valores Mobiliários S.A. has participated in 

twelve issuance operations of commercial promissory notes, debentures and quotas of investment funds in 

credit rights in the total amount of R$ 3.325 billion, acting as lead coordinator in the issuances of R$ 530 

million in promissory notes by TCO-IP S.A., R$ 105 million in simple debentures of BIC Banco 

Arrendamento Mercantil S.A. and R$ 220 million in simple debentures by Companhia de Saneamento 

Básico do Estado de São Paulo – SABESP. It has participated on the third issuance of promissory notes of 

Empresa Brasileira de Telecomunicações S.A., in the amount of R$ 400 million, on the fifth issuance of 

promissory notes of Vivo Participações S.A., in the amount of R$ 550 million, on the issuance of quotas of 

the fund “Fundo de Investimento em Direitos Creditórios Mercantis Athos Farma – Distribuição 

Farmacêutica”, in the amount of R$ 190 million, on the first issuance of debentures of Unidas S.A., in the 

amount of R$ 250 million, on the first issuance of debentures of MRV Engenharia e Participações S.A., in 

the amount of R$ 300 million, on the first issuance of debentures of Trisul S.A., in the amount of R$ 200 

million, on the third issuance of debentures of BIC Arrendamento Mercantil S.A., in the amount of R$ 200 

million, on the second issuance of debentures of Klabin Segall S.A., in the amount of R$ 230 million and in 

the third issuance of debentures of Energisa S.A., in the amount of R$ 150 million. 

In 2009, HSBC Corretora de Títulos e Valores Mobiliários S.A. has participated in 28 issuance operations 

of commercial promissory notes, simple debentures and quotas of investment fund in credit rights in the 

total amount of R$ 14.991 billion, acting as lead coordinator on the issuance of R$ 230 million in 

promissory notes of Bandeirante Energia S.A., of R$ 495 million in promissory notes simultaneously by six 

companies controlled by CPFL Energia S.A., of R$ 1 billion in debentures simultaneously by seven 

companies controlled by CPFL Energia S.A., and R$ 208 million in quotas of fund investments in credit 

rights that Banco GMAC S.A. as seller. It also participated in the second issuance of debentures first 

issuance of promissory notes of Battistella Administração e Participações S.A., in the total amount of 

R$ 162.2 million, in the first issuance of debentures of Natura Cosméticos S.A., in the amount of R$ 350 

million, on the second issuance of debentures of Camargo Corrêa S.A., in the amount of R$ 1 billion, on the 

fourth issuance of debentures of Even Construtora e Incorporadora S.A., in the amount of R$ 75 million, in 

the fourth issuance of promissory notes of Companhia de Saneamento Básico do Estado de São Paulo - 

SABESP, in the amount of R$ 900 million, on the third issuance of promissory notes of Terna Participações 

S.A., in the amount of R$ 550 million, on the third issuance of promissory notes of Cemig Geração e 

Transmissão S.A., in the amount of R$ 2.7 billion, on the first issuance of promissory notes of Galvão 

Engenharia S.A., in the amount of R$ 120 million, on the third issuance of promissory notes of CTEEP – 

Companhia de Transmissão de Energia Elétrica Paulista, in the amount of R$ 200 million, on the third 

issuance of promissory notes of Companhia de Saneamento Básico do Estado de São Paulo - SABESP, in 

the amount of R$ 600 million, on the second issuance of promissory notes of CTEEP – Companhia de 

Transmissão de Energia Elétrica Paulista, in the amount of R$ 200 million, on the third issuance of 

debentures of Tractebel Energia S.A., in the amount of R$ 600 million and on the second issuance of 

debentures of Rio Grande Energia S.A., in the amount of R$ 160 million. 

In 2010, HSBC Corretora de Títulos e Valores Mobiliários S.A. has participated in de 28 issuance 

operations of promissory notes as debentures in the total amount of approximately R$ 17.686 billion, acting 

as lead coordinator on the first and second issuances of promissory notes of Camargo Corrêa S.A., both 

with an individual amount of R$ 3 billion, on the seventh issuance of debentures of Companhia de 

Eletricidade do Estado da Bahia - COELBA, in the amount of R$ 80 million, on the third issuance of 

debentures of Julio Simões Logística S.A., in the amount of R$ 250 million, in the first issuance of 

promissory notes of State Grid Brazil Holding S.A., in the amount of R$ 300 million, on the first issuance 

of promissory notes and on the third issuance of debentures of Concessionária do Sistema 

Anhanguera-Bandeirantes S.A., in the amount of R$ 50 million and R$ 75 million, respectively, on the 

second issuance of debentures of Editora Abril S.A., in the amount of R$ 100 million, on the first issuance 

of debentures of Ouro Verde Transporte e Locação S.A., in the amount of R$ 75 million, and on the fifth 

Page 30 of 119

issuance of promissory notes of Companhia de Saneamento Básico do Estado de São Paulo – SABESP, in 

the amount of R$ 600 million. 

In 2011, HSBC Corretora de Títulos e Valores Mobiliários S.A. has participated in 49 issuance operations 

of promissory notes, debentures and quotas of investment funds in credit rights in the total amount of 

approximately R$ 17.480 billion, acting as lead coordinator on the fifth issuance of debentures of Camargo 

Correa, in the amount of R$ 810 million, on the thirteenth issuance of debentures of Companhia de 

Saneamento Básico do Estado de São Paulo – SABESP, in the amount of R$ 600 million, on the fourth 

issuance of promissory notes of Companhia de Transmissão de Energia Elétrica Paulista, in the amount of 

R$ 200 million, on the first issuance of debentures of Inpar S.A., in the amount of R$ 300 million, in the 

first issuance of debentures of Empresa Amazonense de Transmissão de Energia S.A., in the amount of 

R$ 360 million, in the first issuance of debentures of ECTE- Empresa Catarinense de Transmissão de 

Energia S.A., in the amount of R$ 75 million, on the first issuance of debentures of Empresa Norte de 

Transmissão de Energia S.A., in the amount of R$ 190 million, on the fourth issuance of debentures of 

Hypermarcas S.A., in the amount of R$ 400 million, on the first issuance of promissory notes of Andrade 

Gutierrez Concessões S.A., in the amount of R$ 55 million, on the second issuance of debentures of 

Concessionária do Rodoanel Oeste S.A. in the amount of R$ 1.8 billion, on the first issuance of promissory 

notes of Interligação Elétrica Serra do Japi S.A., in the amount of R$ 70 million, on the first issuance of 

promissory notes of Interligação Elétrica Serra do Madeira S.A., in the amount of R$ 180 million, on the 

first issuance of debentures of State Grid Brazil Holding S.A., in the amount of R$ 300 million, on the first 

issuance of debentures of Prolagos S.A. – Concessionária de Serviços Públicos de Água e Esgoto, in the 

amount of R$ 75 million, on the third issuance of debentures of Battistella Administração e Participações 

S.A., in the amount of R$ 120 million, on the fourth issuance of debentures of Brookfield Incorporações 

S.A., in the amount of R$ 300 million, on the second issuance of promissory notes of State Grid Brazil 

Holding S.A., in the amount of $ 50 million, on the first series of senior quotas of Fundo de Investimento 

em Direitos Creditórios Barigui Crédito Consignado, in the amount of R$ 70 million, on the first series of 

senior quotas of Fundo de Investimento em Direitos Creditórios Mercantil Crédito Consignado INSS, in the 

amount of R$ 300 million, on the second issuance of debentures of Hospital e Maternidade São Luiz S.A., 

in the amount of R$ 100 million, on the first issuance of promissory notes of the Concessionária da Rodovia 

Presidente Dutra S.A., in the amount of R$ 130 million, and on the fourth issuance of promissory notes of 

Transmissora Aliança de Energia Elétrica S.A., in the amount of R$ 1.17 billion. 

In 2012, to date, HSBC Corretora de Títulos e Valores Mobiliários S.A. has participated in 3 issuance 

operations of promissory notes and debentures in the approximately amount of R$ 1,457 billion, acting as 

lead coordinator of the first issuance of promissory notes of Andrade Gutierrez S.A., in the amount of 

R$ 300 million and in the fourth issuance of promissory notes of CEMIG Geração e Transmissão S.A. – 

CEMIG GT, in the amount of R$ 1 billion. 

2.5. Custodian 

Banco Bradesco was established in 1943 as a commercial bank under the name of Banco Brasileiro de 

Descontos S.A. In 1948, it initiated a period of intense expansion that made it become the largest 

commercial bank of the private sector in Brazil in the late 60. It expanded its activities all over the country 

during the 70, conquering urban and rural Brazilian markets. In 1988, it embodied its subsidiaries of real 

state financing, investment bank and finance company, becoming a multiple bank and changing its name to 

Banco Bradesco S.A. 

Banco Bradesco is one of the largest banks of the private sector (not controlled by the government) in Brazil, 

in the terms of total assets. It provides a wide range of products and banking services in Brazil and abroad to 

individuals, small and medium companies in Brazil and national and international relevant companies and 

institutions. It possesses the most extensive network of agencies and services of the private sector in Brazil, 

which allows it to involve a diversified client basis. Its services and products comprise banking operations, 

such as: credit operations and deposit raising, issuance of credit cards, consortium insurances, leasing, 

collection and processing of payments, supplementary welfare plan, administration of assets and brokerage 

and intermediation services. 

Page 31 of 119

Bradesco, through its Shares and Custody Department – Bradesco Custody (Departamento de Ações e 

Custódia - Bradesco Custódia), its one of the main renderers of Qualified Services for Capital Market 

(Serviços Qualificados para o Mercado de Capitais), being national leader in Qualified Custody (Custódia 

Qualificada), pursuant to ANBIMA’s Ranking of Custody of Assets – Domestic Market (Custódia de 

Ativos – Mercado Doméstico). It is structured to render qualified services to capital market in general as 

custody, controller, assets bookkeeping, agent bank services, fund investment on credit rights, trustee, 

clearing agent, BDRs and DRs over 30 years. 

Relying on a team of specialized professionals, the services offer is made in total compliance with the 

clients’ demands and with the guidelines of the regulations and self-regulations, having as main pillar the 

long-term relationship and partnership. Bradesco Custody (Bradesco Custódia) relies on 10 Certifications 

related to Quality Management ISO 9001:2008 (Gestão da Qualidade ISO 9001:2008) and 3 certifications 

related to Data Protection “GoodPriv@cy” (Proteção de Dados “GoodPriv@cy”), which extend the control 

structures and strength the processes efficiency, which maintenance is made by means of documental and 

field audits, periodically performed by accredited certified organisms. 

Bradesco Custody (Bradesco Custódia) has also adhered the ANBIMA’s Regulation and Best Practices 

Code, this way ratifying that all its procedures and processes are in accordance with the rules and 

requirements of the referred code. Specifically for the custody field, Bradesco maintains systems that 

The custody and controller services of the Custodian has the quality of its processes certified by NBR ISO 

9001:2008 rule, which maintenance is made by means of documental and field audits, periodically 

performed by accredited certified organisms. 

In this area several systems are kept available, which guarantee the continuity of normal activities in case of 

an eventual necessity, at any time, without prejudice to the customer service in case of systems and 

physical environment contingency. 

2.6. Manager 

BRAM was organized on December 2000, with the sole purpose of manage the funds of third parties 

administrated by Bradesco. BRAM is the result of the consolidation of the managed and professional funds 

of the Fund and Investment Portfolio Management (Administração de Fundos e Carteiras de Investimento) 

of Bradesco, Bradesco Templeton Asset Management Ltda., BCN Alliance Capital Management S.A., BES 

– Boavista Espírito Santo Distribuidora de Títulos e Valores Mobiliários S.A. and do BANEB – Banco do 

Estado da Bahia, which results on a efficiency gain and structure optimization, with an increased scale and 

efforts concentration of market participation growth. 

BRAM relies on a specialized structure on the management of third parties’ funds, totally segregated, 

ensuring, this way, the Chinese Wall. It assists the most varied market industries, such as retail, corporate, 

private and institutional investors. Its performance is developed by a tem of professionals focused on 

attending the specific demands of each investor profile. 

2.7. Legal Advisor 

The Fund’s legal advisory services has been provided by Trench, Rossi e Watanabe Advogados, 

associated to Baker & Mckenzie International, registered in CNPJ/MF under No. 61.576.369/0001-31, 

headquartered in the city of São Paulo, State of São Paulo, at Avenida Dr. Chucri Zaidan, 13th floor, CEP 

(ZIP CODE) 04583-904, who assisted the parties in the legal structuring of the Fund and preparation of 

corresponding documentation, among other legal services. 

Trench, Rossi e Watanabe Advogados was organized in 1959 and since then has rendered legal services of 

high quality to national and international clients. For these services to reach the highest standards of 

efficiency, the firm undertakes to know profoundly its clients businesses and markets. The office performs 

on the most diverse legal areas and on the most varied corporate sectors to assist our clients in a secure and 

Page 32 of 119

efficient fashion in the performance of its businesses, both in the preventive consulting as well as in the 

solution of legal conflicts. 

2.8. Independent Auditor 

In the country since 1915, when it opened its first office in Rio de Janeiro, PwC Brasil has nearly 4,700 

professionals distributed among 16 offices in all Brazilian regions. The strategic aspect of this pulverized 

structure is to ensure that, besides the skills and specialization inherent to all professionals of PwC Brasil, 

that the regional staff has wide knowledge of the cultures and economic vocations pertinent to each region. 

This knowledge about the society in which they act, the professional experience and academic excellence of 

the staff of the firms are factors that guarantee the efficiency on the render of network services. Further, the 

profound commitment of the firms with the ethical principles and clarity regarding its activities make PwC 

Brasil an unmistakable symbol of quality and reliability for its clients. 

2.9. Risk Rating Agency 

The Fund will obtain the risk rating for the Quotas from both Risk Rating Agencies. 

2.10. Statements of the Administrator and the Lead Coordinator under terms of Article 56 of 

CVM Rule 400/03 

The Administrator states that (i) is responsible for the accuracy, consistency, quality and sufficiency of 

information provided by the Fund upon registration with CVM and supplied to the market during the period 

of the Offer, (ii) this Prospectus contains relevant information necessary to be recognized by the investors 

regarding the Offer, the Quotas, the Fund and the Investment Policy of the Fund and the risks inherent to the 

investment in the Fund by the investors, (iii) this Prospectus has been prepared in accordance with relevant 

standards, as statement attached to this Prospectus, signed by Mr. André Bernardino da Cruz Filho, 

pursuant to the bylaws of the Administrator. 

The Lead Coordinator state that (i) took all precautions and acted diligently to ensure that (a) the 

information provided by the Administrator are true, consistent, correct and sufficient, allowing investors to 

make a reasonable decision about the Offer and (b) the information supplied to the market throughout the 

period of the Offer, including those casual or regular and those that are part of this Prospectus are sufficient, 

allowing investors to make an informed decision regarding the Offer, (ii) this prospectus contains the 

relevant information necessary to be recognized by the investors regarding the Offer, the Quotas, the Fund 

and the Investment Policy of the Fund and the risks inherent to the investment in the Fund by the investors, 

and (iii) this prospectus has been prepared in accordance with relevant standards, as attached to this 

Prospectus. 

2.11. Relationship between the Parties 

Relationship between the Lead Coordinator and the Seller 

The Lead Coordinator and other companies of its economic maintain commercial relationship with the 

Seller and related parties by means of render of banking services, including collection, asset management 

services and operations with treasury products. 

Until the present date, the Lead Coordinator issued 41 CDIs and 25 guarantees to the Seller and related 

parties, in the total amount of R$1,680,300,934.01, as described below: 

Page 33 of 119

Active 

Transacti 

on Opening 

Maturity 

Date Operation Accounting Effective Risk 

GUAR 11/23/2007 06/06/2013 574.532,75 574.532,75 574.532,75 

GUAR 11/23/2007 06/06/2013 570.312,45 1.401,53 1.401,53 

GUAR 08/12/2004 06/06/2013 350.142,95 350.142,95 350.142,95 

GUAR 08/12/2004 06/06/2013 350.142,95 2.685,67 2.685,67 

CDI 04/02/2012 09/24/2013 81.250.000,00 82.548.640,68 82.548.640,68 


















Page 34 of 119
























GUAR 11/03/2008 10/19/2011 13.565.403,04 13.565.403,04 13.565.403,04 

GUAR 11/03/2006 06/06/2013 645.574,59 645.574,59 645.574,59 

GUAR 01/04/2007 06/06/2013 90.744,90 90.744,90 90.744,90 

GUAR 11/05/2004 06/06/2013 113.007,49 113.007,49 113.007,49 

GUAR 12/05/2005 06/06/2013 224.786,45 224.786,45 224.786,45 

GUAR 07/06/2006 06/06/2013 118.440,13 118.440,13 118.440,13 

GUAR 07/06/2007 06/06/2013 79.462,94 79.462,94 79.462,94 

GUAR 09/06/2007 06/06/2013 9.350.859,42 9.350.859,42 9.350.859,42 

GUAR 11/06/2006 06/06/2013 926.613,38 926.613,38 926.613,38 

GUAR 08/07/2006 06/06/2013 475.604,98 475.604,98 475.604,98 

GUAR 11/07/2006 06/06/2013 156.811,49 156.811,49 156.811,49 

GUAR 06/11/2007 06/06/2013 403.969,99 403.969,99 403.969,99 

GUAR 04/15/2005 06/06/2013 1.305.220,41 1.305.220,41 1.305.220,41 

GUAR 06/15/2004 06/06/2013 39.631,35 39.631,35 39.631,35 

GUAR 10/17/2005 06/06/2013 255.000,00 255.000,00 255.000,00 

GUAR 09/22/2004 06/06/2013 8.298.300,60 8.298.300,60 8.298.300,60 

GUAR 10/24/2009 09/28/2014 308.514,38 308.514,38 308.514,38 

GUAR 09/26/2007 06/06/2013 6.222.208,62 6.222.208,62 6.222.208,62 

GUAR 01/28/2010 01/022015 582.976,92 582.976,92 582.976,92 

GUAR 01/28/2010 01/02/2015 226.713,25 226.713,25 226.713,25 

GUAR 05/30/2006 06/06/2013 2.548.328,27 2.548.328,27 2.548.328,27 

The Leader Coordinatorhas also executed a Master Derivative Contract with the Seller, so as to implement 

swap transactions with the Seller. Notwithstanding the routine swap transactions that are undertaken by 

Leader Coordinator and the Seller, Leader Coordinator, if acting as Swap Counterpart, may also undertake 

Swap transactions with the Fund in order to exchange interest rate positions between the Swap Counterpart 

and the Seller, so as to possibly minimize its exposure to the potential mismatch between the fees related to 

the remuneration of the Sold Eligible Credit Rights and the fees necessary to pay the Senior Benchmark and 

the Mezzanine Benchmark. 

Relationship between the Coordinator and the Seller 

Page 35 of 119

Besides the participation in this Offer, the group which the Coordinator is a member also maintains 

commercial relationship with the Seller by means of the rendering of banking services, including asset 

management services and operations with treasury products. 

Seller and other companies of its economic group may contract in the future the Coordinator or any other 

companies of its economic group to assist it in investments and any other operations necessary for the 

conduction of its activities. 

HSBC Bank S.A. – Banco Múltiplo, a member of the Coordinator’s group, has also executed a Master 

Derivative Contract with the Seller, so as to implement swap transactions with the Seller. Notwithstanding 

the routine swap transactions that are undertaken by HSBC Bank S.A. – Banco Múltiplo and the Seller, 

HSBC Bank S.A. – Banco Múltiplo, if acting as Swap Counterpart, may also undertake Swap transactions 

with the Seller in order to exchange interest rate positions between the Swap Counterpart and the Seller, so 

as to possibly minimize its exposure to the potential mismatch between the fees related to the remuneration 

of the Sold Eligible Credit Rights and the fees necessary to pay the Senior Benchmark and the Mezzanine 

Benchmark. 

Relationship between the Administrator, the Custodian and the Manager 

The Administrator, the Custodian and the Manager belong to the same financial group. The Administrator 

and the Manager are controlled by the Custodian. 

2.12. Conflicts of Interest 

The Administrator declares that he is not in conflict of interest on the performance of its function with the 

Custodian even if the respective functions are performed by associated companies. The Administrator 

declares to be independent to execute the activities inherent to its function, even when executing operations 

on which he acts as counterpart of the Fund or operations involving ownership of the Administrator, of its 

controller, companies directly or indirectly controller by it or associates or other companies under common 

control. 

It also does not exist any conflict of interest between the management and selection activities to be 

performed by the Trustee. 

To the same effect, there is no conflict of interest between the activities to be performed by Banco Itaú BBA 

S.A. and/or HSBC Corretora de Títulos e Valores Mobiliários S.A. in the function of Offer Coordinators. 

Page 36 of 119

III. INFORMATION RELATED TO THE OFFER 

Page 37 of 119

3.1. Placement Regime and Period 

The Coordinators will conduct the Offer under the best efforts regime, in conditions that ensure the equal 

treatment of the addressees and those accepting the Offer. 

The Senior Quotas and Mezzanine Quotas will be the object of the public offering registered with CVM in 

accordance with the applicable regulations, and should be subscribed within a maximum period of one 

hundred and eighty (180) days from the date of publication of the Beginning Announcement (the 

"Placement Period"). The publication of the Beginning Announcement will take place within ninety (90) 

calendar days from the registration for Public Offer by CVM. 

The Administrator may request from CVM, according to the Manager’s guidance, the prolonging of the 

subscription period, under terms of the applicable regulation, without the need of approval in the 

Quotaholders’ Meeting. 

3.2. Target Investors 

The Fund is destined to Qualified Investors that seek profitability in the long-term, compatible with the 

Fund’s Investment Policy, as provided in the Bylaws, and accepted the risks related to the Fund’s 

investments. 

The investment in Senior Quotas and /or Mezzanine Quotas is not suitable for investors who (i) 

require ample liquidity in their securities in order to fund investments in credit rights that are 

illiquid in the secondary market in Brazil; (ii) do not rely on the ability of the Manager in selecting 

Credit Rights, even though they meet at the time of transfer, the eligibility criteria laid down in 

Bylaws; (iii) are not able to understand and take the risks inherent in investing in Quotas of the Fund. 

It is recommended that investors read this Prospectus carefully before any decision on investing in 

the Fund’s Quotas. Potential investors should read the "Risk Factors" Section of this Prospectus 

before accepting the offer. 

3.3. Offer Registration 

The Offer of Senior Quotas and Mezzanine Quotas was registered with CVM on July 3, 2012, under no. 

CVM/SRE/RFD/2012/012 and CVM/SRE/RFD/2012/013, respectively, under terms of CVM Rule 356/01 

and CVM Rule 400/03. 

3.4. Number of Quotas 

The issuance of the Fund’s Quotas will be comprised of thirty five thousand (35,000) Senior Quotas and 

twenty two thousand and two hundred (2,200) Mezzanine Quotas. Furthermore, the Fund will issue three 

thousand three hundred and twelve (3,312) Subordinated Quotas, which the Seller will fully subscribe and 

call. 

3.5. Issuance Price 

The unit price of issuance of the Senior Quotas and of the Mezzanine Quotas is of twenty-five thousand 

Reais (R$25,000.00), making up a total Offer in the amount of nine hundred and thirty million Reais 

(R$930,000,000.00). Moreover, the Subordinated Quotas will be issued with unit price of twenty-five 

thousand Reais (R$25,000.00), totaling the amount of eighty two million eight hundred thousand Reais 

(R$82,800,000.00). 

3.6. Subscription and Payment of Quotas 

The Quotas will be subscribed up to the closing date of the Offer. Upon subscription of the Fund’s quotas, 

the investor (i) will sign the individual subscription bulletin, which is authenticated by the Lead 

Coordinator, and (ii) will receive copies of the Bylaws and the Prospectus of the Fund, stating, by signing 

Page 38 of 119

the Term of Accession, their status as Qualified Investors, and will be aware of, among others thing, (a) the 

provisions of this Bylaws and the Prospectus, especially those relating to Investment Policy, portfolio 

composition of the Fund and the Administration Fee, (b) the risks of investing in the Fund as described in 

this Prospectus and in the Bylaws and (c) the powers and compensation of the Fund's service providers. 

The Senior Quotas and Mezzanine Quotas will be paid in full, in national current currency, at the time of 

subscription, respecting the terms of the Bylaws and of the respective Supplement. The investment in the 

Fund’s Quotas may be made through crediting the Fund’s current account holder, through Electronic 

Transference Available – TED or other fund transference mechanisms authorized by the Central Bank. 

3.7. Distribution Procedure 

The Coordinators will place the Senior Quotas and Mezzanine Quotas publicly with the Qualified Investors, 

exclusively in the Brazilian market. 

The Offer will be made observing the following conditions: 

(i) according to the CVM Rule 400/03, the Coordinators will perform the bookbuilding and, 

through this procedure, will access the needed information to measure the remuneration of the 

Senior Quotas of the Fund; 

(ii) the placement and subscription of the Senior Quotas and Mezzanine Quotas will only begin 

after (a) the Offer’s registration with CVM; (b) the availability of the Prospectus to the general 

public; and (c) the publication of the Beginning Announcement; 

(iii) once the Offer begins, the interested investors may reveal to the Coordinator their intention to 

purchase the Senior Quotas and/or Mezzanine Quotas of the Offer, at any time during the 

Placement Period; the subscription of the Quotas will be formalized through signature of the 

respective subscription bulletins; 

(iv) the placement will be public, done in the Brazilian organized over-the-counter market and/or in 

the non-organized over-the-counter market, not allowing the receiving of anticipated reserves, 

assuring the fair and equitable treatment for all addressees and those accepting the Offer; 

(v) the placement will exclusively aim the Qualified Investors; 

(vi) at the time of subscription of the Senior Quotas and/or Mezzanine Quotas, the underwriter will 

sign the individual subscription bulletin subject to the provisions of item 3.6 above; 

(vii) the Senior Quotas and Mezzanine Quotas will be subscribed and paid in national current 

currency, under terms of the Bylaws and of the respective Supplement; 

(viii) the Placement Period will be up to one hundred and eighty (180) days counted from the date of 

the Beginning Announcement publication; 

(ix) liquidity reserves will not be constituted nor will be signed price stabilization contracts and/or 

liquidity assurance agreements for the Senior Quotas and/or Mezzanine Quotas; and 

(x) the result of the Offer will be disclosed at its conclusion, through the Closing Announcement 

publication. 

The Fund authorized the Coordinators to organize the distribution plan that may take into account its 

relations with clients and other commercial or strategic considerations, and the Coordinator must ensure 

that the treatment of the addresses and of those accepting the Offer is fair and equitable and the adaptation 

of the investment to the risk profile of its respective clients. 

Page 39 of 119

The Coordinators will not grant any type of discount to the investors interested in purchasing Senior Quotas 

and/or Mezzanine Quotas of the Offer. 

3.8. Benchmark of the Senior Quotas and Mezzanine Quotas 

It was adopted the procedure of bookbuilding, organized by the Coordinators, by means of the collection of 

investment intent, in the terms of the 1 st and 2 nd paragraphs of article 23 and article 44 of the CVM Rule 

400/03, without receiving of reserves, for the definition of the spread or surcharge over the remuneration of 

the Senior Quotas and Mezzanine Quotas. 

The Bookbuilding procedure occurred on April 5, 2012. 

The Senior Benchmark and the Mezzanine Benchmark do not represent and must not be considered as 

promise, assurance or suggestion of profitability to the Senior Quotaholders or Mezzanine Quotaholders, 

respectively, on behalf of the Fund, of the Administrator, of the Custodian, of the Manager and/or the 

Seller. 

3.9. Estimated Timetable of the Steps of the Offer 

Event Estimated Date 

File registration request with CVM October 24, 2011 

Filing of documents to comply with requirements issued by CVM February 16, 2012 

Publication of Notice to Investors March 5, 2012 

Disclosure of Preliminary Prospectus March 5, 2012 

Meetings with Potential Investors from March 5 to March 8, 2012 

Bookbuilding Procedure April 5, 2012 

Definitive Registration July 3, 2012 

Disclosure of Definitive Prospectus July 11, 2012 

Publication of Initial Distribution Notice July 11, 2012 

Subscription of Senior Quotas and Mezzanine Quotas July 13, 2012 

Publication of Closing Distribution Notice July 20, 2012 

*All dates provided are merely indicative and are subjected to changes, suspensions, anticipations or postponement at the Coordinators’ own 

criterion. 

3.10. Minimum Initial Investment 

The initial investment by the Quotaholder of the Fund must be, at least, [twenty-five thousand Reais] 

(R$ 25,000.00), at the time of subscription. Without prejudice to the foregoing, in this paragraph, there is no 

minimum amount for the maintenance of the investments in the Fund after the initial investment of each 

Quotaholder. 

3.11. Acceptance, Modification and Revocation of the Offer 

The acceptance of the Offer occurs upon the signature of the subscription bulletin by the investor. 

The Offer may be revoked or endure modifications through approval by CVM, due to substantial, 

subsequent and unpredictable changes in the circumstances of facts existent at the time of the presentation 

of the Offer’s registration request, or in the circumstances that provide grounds to such request. 

Furthermore, the Offer may also endure modifications in a way to improve it in favor of the investors and/or 

for the renunciation of condition for the Offer established by the Fund. 

The eventual modification or revoking of the Offer will be immediately divulged by the Coordinators to the 

investors through the same means used to divulge the Initial Distribution Notice. 

In case of modification in the conditions of the Offer, the investors who had already adhered to the Offer 

will have to confirm, within five (5) Business Days from the date of its announcement, their interest in 

maintaining their acceptance to the Offer, assuming such acceptance maintenance in case of no 

manifestation at all. 

Page 40 of 119

In the event of (i) revoking of the Offer or (ii) withdrawal, by investors, of their acceptance of the Offer in 

the event of changing conditions of the Offer, in accordance with Articles 25 and 26 of CVM Rule 400/03, 

any amounts paid by investors in the payment of Senior Quotas and / or Mezzanine Quotas during the 

Placement Period will be fully reimbursed by the Fund to individual investors, within five (5) business days, 

under terms of Article 26 of CVM Rule 400/03, without the charging of interests or monetary adjustments, 

deducting the owed charges and taxes, and not receiving any compensation by the Fund to the referred to 

investors in these cases. In this case, investors must provide a receipt to the Lead Coordinator regarding the 

amounts returned, and to make the return of subscription bulletins relating to the Senior Quotas and/or 

Mezzanine Quotas already paid. 

3.12. Trading of Quotas 

The Senior Quotas and the Mezzanine Quotas will be registered at MDC – Fund Quotas Distribution 

Module and will be tradable in the secondary market at SFF – Closed-end Funds’ System, both 

administered and operated by CETIP. The Senior Quotas and the Mezzanine Quotas will not be traded in 

any other trading system. 

In case of trading Senior Quotas and/or Mezzanine Quotas in operations conducted in the secondary market, 

the intermediary agent of the respective trading will be fully responsible for proving the qualification of the 

new Quotaholder as a Qualified Investor, as well as will be obligated to comply with the provisions related 

to suitability, according to what is determined by the ANBIMA Code of Bylaws and Best Practices for 

Investment Funds, as well as rules related to the prevention of money laundering crime, pursuant to Law no. 

9.613, dated March 3, 1998, and CVM Rule no. 301, dated April 16, 1999, as amended. 

In case of trading or any other event of assignment or transference of Senior Quotas, including privately, the 

Quotaholder selling the Quotas must obtain from the buyers who are not yet Quotaholders: (i) the Term of 

Accession duly signed, through which the investor will adhere to the terms and conditions of the Bylaws, as 

well as declare their condition as Qualified Investors; (ii) registration under the terms of CVM Rule No. 301 

of April 16, 1999, and other applicable rules in effect; and (iii) immediately send to the Administrator the 

documents required in this paragraph. 

3.13. Costs of Public Distribution of Senior Quotas and Mezzanine Quotas 

The table below details the costs incurred due to the Offer. 

Costs Amount (in R$) 

Percentage related to the 

total amount of the issuance 

Registration expenses with CVM 165,740.00 0.01782% 

Registration expenses with ANBIMA 35,000.00 0.00376% 

Risk Rating 135,983.00 2 

0.01462% 

Remuneration of the Coordinators 2,600,000.00 0.27957% 

Legal Advisors 490,000.00 0.05269% 

Independent Auditor 25,000.00 0.00269% 

Advertising Material 55,000.00 0.00591% 

Total 3,506,723.00 0.37707% 

3.14. Cost of Distribution per Quota 

2 In this case, R$ 53,159 due to Moody’s and US$ 40,000 due to S&P (converted into R$ on June 8, 2012 at the exchange rate of 

US$1.00/R$2.0706. 

Page 41 of 119

Cost of Distribution per Quota (in R$) 

Total Cost of the Distribution R$ 3,492,699.00 

Number of Senior Quotas 35,000 

Number of Mezzanine Quotas 2,200 

Number of Senior Quotas and Mezzanine Quotas 37,200 

Distribution Cost Per Quota R$93.89 

Unit Percentage Cost 0.002688% 

The expenses mentioned above incurred by the Administrator will be reimbursed by the Fund as such 

expenses become charges of the Fund, under terms described on item 5.19 below and on article 56 of CVM 

Rule 356/03. 

3.15. Other Information 

For further clarifications about the Offer and the Fund, as well as to obtain copies of the Bylaws and of this 

Prospectus, the interested parties must go to the Administrator and Coordinators’ headquarters at the 

addresses indicated on Section II above, to CVM or to CETIP, or access the respective websites kept by 

each one on the world wide web, as indicated below, given that the Bylaws and Prospectus of the Fund are 

also found available to the investors at CVM to be verified and copied only. 

Comissão de Valores Mobiliários – CVM 

Rua Sete de Setembro, n.º 111, 5º andar 

Rio de Janeiro – RJ 

Rua Cincinato Braga, n.º 340, 2º ao 4º andares 


Website: www.cvm.gov.br 3 

CETIP S.A. – Mercados Organizados 

Avenida República do Chile, n.º 230, 11º andar 

Rio de Janeiro – RJ 

Avenida Brigadeiro Faria Lima, n.º 1.663, 1º andar 


Website: www.cetip.com.br 4 

3 In this website access “Acesso Rápido – Ofertas Registradas, click on “2012 – Entrar”, access “Quotas de 

FIDC/FIC-FDIC/FIDC-NP”, click on “Driver Brasil One Banco Volkswagen Fundo de Investimento em Direitos Creditórios 

Financiamento de Veículos”. 

4 In this website access “Informações Técnicas”, click “Prospectos”, access “Prospectos de Fundos de Investimento – Cotas de 

Fundos Fechados”, and click on “Driver Brasil One Banco Volkswagen Fundo de Investimento em Direitos Creditórios 

Financiamento de Veículos”. 

Page 42 of 119

IV. RISK FACTORS 

Page 43 of 119

Before making an investment decision in the Fund, prospective investors should consider their own 

financial situation, their investment objectives and risk profile, carefully evaluate all available information 

in this Prospectus and in the Bylaws of the Fund, including, but not limited to, those relating to the purpose, 

the Investment Policy and the Fund's portfolio formation and risk factors described below. 

4.1. Market Risks 

Rate Mismatch. The Eligible Credit Rights to be acquired by the Fund are contracted at pre-fixed rates. 

However, Senior Quotas and Mezzanine Quotas will have, as appreciation parameter, post-fixed rates, as 

provided in Schedule IV of the Bylaws. Notwithstanding the possibility that the Fund may use derivative 

instruments to minimize any impacts resulting from this mismatch, if the DI Rate rises substantially, the 

Fund's resources may be insufficient to pay all or part of the proceeds to the holders of Senior Quotas and 

Mezzanine Quotas, whereby neither the Fund nor the Administrator promise, take the responsibility for or 

ensure, jointly or severally, profitability to Quotaholders. 

Low Appreciation of Post-Fixed Assets. The portion of the Net Worth of the Fund not invested in Sold 

Eligible Credit Rights shall be applied in the Permitted Investments specified in section 7.3 of the Bylaws. 

However, such Permitted Investments may have actual appreciation of less than the DI Rate, which may 

cause the Fund's resources to become insufficient to pay all or part of the return rates due to Senior Quotas 

and Mezzanine Quotas. In this case, neither the Fund nor the Administrator, jointly or severally, will be 

responsible for any losses and damages of any nature, suffered by the Quotaholders, including the possible 

loss of value of its investments, in reason of such differences, of any amount, suffered by the Fund. 

Fluctuation of Assets’ Prices. Prices and profitability of Assets of the Fund may fluctuate due to several 

market factors, and external variables, such as the occurrence, in Brazil or abroad, of extraordinary facts or 

special situations of the market, such as events of political, economic or financial nature that modify the 

current order and influence materially the capital, financial or international markets, including variations in 

the liquidity, variation of the interest rates and events of depreciation of the currency and legislative 

changes, as well as due to changes in regulations on the pricing of assets that comprise the Fund's portfolio. 

It is also possible to state that the variations in financial asset prices may also occur because of changes to 

expectations of market participants, and there may even be changes in behavior patterns of financial asset 

prices without significant changes in the national and international economic and/or political context. Such 

price fluctuation may cause some or all of the Assets to be evaluated by values lower than the initial 

issuance and/or accounting, leading to a reduction in Net Worth of the Fund and, therefore, losses by the 

Quotaholders. 

Risk due to the pricing of Permitted Investments. The pricing of Permitted Investments which constitute the 

Assets of the Fund shall be in accordance with the criteria and procedures for registration and evaluation of 

securities, derivatives (as applicable) and other transactions, in accordance with applicable regulations. The 

mentioned criteria for evaluation of assets, such as mark-to-market may cause variations in the values of 

Permitted Investments and may result in reduction in the value of Quotas of the fund. Moreover, if such 

Permitted Investments suffer a downgrade in their ratings, such downgrade could lead to losses to the Fund 

and consequently to the Quotaholders. 

Effects of Economic Policy of the Federal Government. The Fund, the Seller, its assets, the Collection 

Banks and the Servicer are subject to the effects of the economic policy practiced by the Federal 

Government. The Federal Government frequently intervenes in the monetary, tax and foreign exchange 

policy, and therefore also in the economy of the Country. The measures adopted by the Federal 

Government to stabilize the economy and control inflation include, in general, wage and price controls, 

currency devaluation, capital controls and restrictions on foreign trade, changes in interest rates, among 

others. Such measures, as well as speculation about possible future actions of the government can generate 

uncertainties on the Brazilian economy and greater volatility in domestic capital markets, and could 

adversely affect investors’ interest in the acquisition of Quotas and the liquidation of Sold Eligible Credit 

Rights by Borrowers. 

Page 44 of 119

Risk of trading restrictions. Certain Permitted Investments may be subject to trading restrictions imposed 

by the relevant regulatory bodies. These restrictions may be related to the volume of transactions, 

participation in business volume and maximum price fluctuations, among others. In situations where such 

restrictions are being applied, the conditions of handling and pricing of Assets may be adversely affected. 

4.2. Credit Risks 

No Guarantee of Investments of the Fund. Investments in the Fund are not guaranteed by the Administrator, 

the Custodian, the Manager, the Seller, any insurance, or FGC. Also, neither the Fund nor the Administrator 

promise or guarantee to Quotaholders any profitability or yield arising from the investment in Quotas of the 

Fund. Thus, all possible income and the payment of principal will come exclusively from the Assets 

portfolio of the Fund, which is subject to various risks, and whose performance is uncertain. 

Macroeconomic Factors. As the Fund will invest its funds primarily in Sold Eligible Credit Rights, it will 

be dependent on the solvency of its respective Borrowers for earnings distribution to Quotaholders. The 

solvency of the Borrowers may be affected by macroeconomic factors related to the Brazilian economy and 

politic, such as rising interest rates, rising inflation, events of depreciation of the currency, low economic 

growth rates, etc. Thus, if the occurrence of one or more of these events, there may be an increase in 

defaults of Sold Eligible Credit Rights negatively affecting results and/or causing asset losses. 

No Predetermined Yield. Senior Quotas and Mezzanine Quotas will be valued daily, according to the 

criteria set out in section 13 of the Bylaws. These criteria aim to define which portion of the Net Worth of 

the Fund should primarily be allocated to holders of Senior Quotas and Mezzanine Quotas in the event of 

amortization or redemption of their Quotas and do not represent nor should be considered a promise or 

guarantee of profitability to Quotaholders. Therefore, Quotaholders will only receive proceeds if the results 

of the Fund's portfolio allow it. 

Credit Risk of Permitted Investments that are part of the Assets of the Fund. Permitted Investments are 

subject to the ability of the respective issuing entities to honor their commitments to pay interest and 

principal of their debts. Any events that affect the financial condition of such issuing entities, as well as 

changes to economic, legal and political conditions that could jeopardize their ability to pay, can lead to 

significant impacts in terms of price and liquidity of the investments of such issuers. Changes in the 

perception of credit quality of the issuing entities, even if unfounded, may adversely affect the prices of 

Permitted Investments and could also compromise their liquidity. 

4.3. Liquidity Risks 

No Secondary Market for Trading Credit Rights. The Fund falls into a distinguished type of investment, 

where potential investors should carefully evaluate its peculiarities, which can eventually bring negative 

consequences to the Net Worth of the Fund, or can make its investment illiquid. The Fund invests its funds 

primarily in Sold Eligible Credit Rights. There is not, an active secondary market for trading of credit rights 

in Brazil. Therefore, if for any reason it is required the sale of Sold Eligible Credit Rights of the Fund's 

portfolio, there may be no buyers or the trading price may cause loss to the Fund. 

Illiquidity of the Permitted Investments. The portion of the Net Worth of the Fund not invested in Sold 

Eligible Credit Rights shall be invested in Permitted Investments specified in section 7.3 of the Bylaws, 

provided that post-fixed. Such investments may become illiquid (either by the absence of active secondary 

market, or by any delay in payment by the respective issuer), which could eventually affect the amortization 

and/or redemption to Quotaholders, undermining the expected liquidity of the Quotas. 

Closed-End Fund and Secondary Market. The Fund is made in the form of closed-end fund, so that its 

Quotas will be redeemed only at the end of the term of the Fund, or by virtue of its Early Liquidation. Thus, 

the Quotaholder will not have liquidity in its investment in the Fund, except (i) at any scheduled or 

occasional amortization, or (ii) through the sale of its Quotas in the secondary market. Currently, the 

secondary market of Quotas of investment funds has low liquidity, which could make more difficult sale of 

Quotas or cause the attainment of a selling price that results in asset losses to investors. There is no 

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guarantee of the Administrator, Manager, Servicer, Custodian, or any other party regarding the possible 

sale of the Quotas in the secondary market, price obtained for the Quotas, or even guarantee of exit to 

investors. The latter can contribute to loss of Net Worth to investors, if the price at disposition is lower than 

the value of the Quotas. 

Early Liquidation and Mandatory Amortization. The Quotas of the Fund will be repaid monthly during the 

Term of Duration of the Fund, according to the Priority of Payments described in section 14.1 below. 

However, there are events that could lead to the Early Liquidation of the Fund, as well as the mandatory 

amortization of Quotas. As such, there is the possibility that the holders of Quotas of the Fund receive 

values in advance, and possibly lower than expected with the return of its investment. 

Cash Collateral Reserve does not Constitute Payment Guarantee. The Cash Collateral Reserve shall be 

made up as provided in section 15 of the Bylaws. However, eventually the Fund may not be able to afford 

even the formation of such Cash Collateral Reserve, as in case of massive default combined with illiquidity 

of the secondary market of credit rights. Moreover, the Cash Collateral Reserve may be insufficient to make 

any payment of responsibility of the Fund. Thus, the existence of the Cash Collateral Reserve does not 

guarantee payment by the Fund of amortizations, redemptions and expenses. 

Insufficient Funds at the Time of Early Liquidation. The Fund may be settled in advance, as provided in 

Section 23 of the Bylaws. Upon any such Early Liquidation, the Fund may not afford to pay the 

Quotaholders (for example, by the fact that the Sold Eligible Credit Rights are still not payable by the 

respective Borrowers). In this case, either (i) the Quotaholders would have their Quotas redeemed in Sold 

Eligible Credit Rights; or (ii) the payment of the redemption of the Quotas would be conditioned to (a) the 

maturity and payment by Borrowers of installments relating to the Sold Eligible Credit Rights; or (b) the 

sale of Sold Eligible Credit Rights to third parties, provided that the price charged could cause loss to 

Quotaholders. 

Prepayment Risk of Credit Rights. The payment of Sold Eligible Credit Rights should be made in 

accordance with the Bylaws and the Assignment Agreement, at full amount, as provided in item 11.7 of the 

Bylaws. However, the legislation permits the prepayment, fully or partially, by the Borrowers of the Sold 

Eligible Credit Rights, and a pro rata discount of the amount due shall be applied. Therefore, in the event of 

a prepayment of the Sold Eligible Credit Rights, there is risk of the Fund to incur in losses. 

4.4. Risks Derived from the use of Derivatives 

Swap Transactions between the Fund and the Swaps Counterparty. The Fund will contract Swap 

transactions with the Swaps Counterparty, under the Swap Agreement, in order to possibly minimize the 

potential mismatch of the rates related to the yield of the Sold Eligible Credit Rights and to the rates 

necessary for paying the Senior Benchmark and the Mezzanine Benchmark. The hiring of this type of 

transaction should not be construed as a guarantee of the Fund, Administrator, Seller, Custodian, Manager, 

any insurance or FGC of yield of the Quotas of the Fund. THE ENTERING INTO DERIVATIVE 

TRANSACTIONS MAY RESULT IN LOSSES TO THE FUND AND TO THE QUOTAHOLDERS. 

Swap Transactions between the Swaps Counterparty and the Seller. The Swaps Counterparty may hire 

swap transactions with Seller or other institutions authorized to hire swap transactions to eventually 

minimize its exposure to the potential mismatch of the rates related with the remuneration of the Sold 

Eligible Credit Rights and the necessary rates for the payment of Senior Benchmark and Mezzanine 

Benchmark. In case the Swap Counterparty is not able to hire such swap transactions with the Seller or with 

one of the institutions authorized to hire swap transactions, the Fund may have difficulties to hire swap 

transactions. In this case, the Fund will be subject to the mismatch of the rates described under the risk 

factor “Rate Mismatch”. 

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4.5. Additional Risk Factors 

Operational Risks 

Irregularities of Evidence Documents. The Evidence Documents may eventually contain inaccuracies, such 

as failures and errors in their preparation and material errors. For this reason, any collection in court of the 

Borrowers may be less expedient than the usual, and may require the adoption of monition or ordinary 

action instead of enforcement of debt instrument (which in theory could be faster). Thus, the Fund may 

remain a long time without receiving the proceeds from the unpaid Sold Eligible Credit Rights challenged 

in court, which can cause pecuniary loss. Furthermore, the procedure of judicial collection of unpaid Sold 

Eligible Credit Rights can be delayed or become unviable if the Custodian and/or Depositary Agent delays 

to return or fails to return the Fund’s Evidence Documents in its possession. Such events may result in 

losses to the profitability and Net Worth of the Fund. 

Verification of Guarantee of the Sold Eligible Credit Rights by Sampling. The (physical) document 

verification of the regularity of Sold Eligible Credit Rights is made by the Custodian through quarterly 

audit and by sampling of the Evidence Documents. Considering that such audit is conducted solely upon the 

assignment of the Sold Eligible Credit Rights to the Fund, the Fund's portfolio may contain Sold Eligible 

Credit Rights which have Evidence Documents with irregularities, or that are incomplete or insufficient, 

which could prevent or impair the full exercise by the Fund of the privileges associated with ownership of 

Sold Eligible Credit Rights. 

The Lack of Prior Verification by the Custodian and by the Administrator of the Evidence Documents. 

Upon the offer of the Credit Rights by the Seller to the Fund, the Administrator and the Custodian shall not 

verify if the respective Credit Rights (i) are backed by Evidence Documents that attest to the spread of the 

Credit Rights offered, it being understood that such verification will be done at a later date, by means of a 

sample audit; (ii) have any vice or defect that may affect their collection from the Borrowers; or (iii) are 

objects of encumbrances, liens or charges constituted before the acquisition of said rights by the Fund. The 

lack of Evidence Documents that attest to the spread of the Credit Rights and the occurrence of any of the 

aforementioned events may result in reduction of the Net Worth value and, consequently, in losses for the 

Quotaholders. 

Payment Method of the Sold Eligible Credit Rights. The payment concerning the Sold Eligible Credit 

Rights by the Borrowers will be made along with the Collection Banks, Authorized Debt Collection Agents 

or any financial institution quotaholder of the National Financial System. Thereafter, such funds must be 

transferred by the Servicer to the Fund, taking into account the procedure set forth in item 11.7 or item 11.8 

of the By-laws, as applicable. These transfers may be delayed, or fail to occur, for various reasons, such as 

internal operational problems of the Collection Banks, Authorized Debt Collection Agents and financial 

institutions responsible for the receipt of the payments referred above. In these cases, in which legal 

measures may be required to obtain the funds, the profitability of the Fund may be reduced. 

Failures of Collection Banks, Servicer and/or Authorized Debt Collection Agents. The collection and 

receipt of Sold Eligible Credit Rights depends on the diligent work of the Collection Banks, Servicer and 

Authorized Debt Collection Agents in case of unpaid Sold Eligible Credit Rights. They should determine 

the correct receipt of the funds and verify default. Thus, any failure of procedure of the Servicer and/or 

Collection Banks and/or Authorized Debt Collection Agents may result in lower receipt of funds owed by 

Borrowers, and, subsequently, result in reduction of the profitability of the Fund and even in asset losses. 

Safekeeping of the Evidence Documents. Under the Deposit Agreement, the Depositary Agent has been 

contracted to act in the safekeeping of the Evidence Documents. Although the Depositary Agent is required 

to allow the Fund and the Custodian to have free access to such documentation, as set forth in the Deposit 

Agreement, in case of (a) failure or delay in providing access to the Evidence Documents; or (b) fortuitous 

events outside the control of the Servicer or of the Depositary Agent that cause such damage or loss of such 

Evidence Documents, the Custodian may face difficulty in verifying the establishment and performance of 

the Sold Eligible Credit Rights, which may cause losses to the Fund and, consequently, to its Quotaholders. 

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Risk of Notification. The notification about the assignment of Sold Eligible Credit Rights pursuant to 

Section 290 of the Brazilian Civil Code, will not be delivered to the Borrowers of such Sold Eligible Credit 

Rights at the time of assignment, but only in case of termination of the Assignment Agreement, which may 

result in additional risks to the Fund in case of payments made by Borrowers directly to the Seller until the 

time of the respective notification. In this case, there is no guarantee that if the Fund claims the referred 

amounts to Seller, it will be capable to comply with the provisions provided in this paragraph, reason why 

the Fund may suffer losses and even incur in costs for the reimbursement of the Sold Eligible Credit Rights. 

Vehicles Guaranteed by Fiduciary Sale. The Sold Eligible Credit Rights come from Bank Credit 

Certificates, which are secured by fiduciary sale of Vehicles. However, it is possible that in any execution 

of Borrower in default the vehicle subject to fiduciary sale is not found, or the sale value is insufficient to 

fully pay the debt. If this occurs and the Borrower has insufficient equity to pay the outstanding balance, 

there will be a reduction of the Fund's profitability, or even financial losses. 

Perishing or theft of the Vehicle subject matter of Bank Credit Certificate. The Bank Credit Certificates 

issued by Borrowers in favor of Seller do not require that the Vehicle being financed and given as collateral 

for the financing granted by the Seller has insurance against theft or accidents. The chances of recovery of 

values unpaid in execution processes of debts secured by fiduciary sale are directly related to the location 

and the value of the asset given as security. Thus, theft or perishing vehicles or Vehicles pledged as 

collateral of Sold Eligible Credit Rights of which Borrowers are in default may adversely affect the 

profitability of the Quotas. 

Challenging of the Sold Eligible Credit Rights in Court. The Borrowers may eventually challenge in court 

the Bank Credit Certificates that originate the Sold Eligible Credit Rights (including, possibly, the interest 

rate practiced). In this case, it is possible that the Fund will receive only the values for the Sold Eligible 

Credit Right challenged in court once there is a final and favorable court decision is issued. Given this 

situation, there is a risk of financial losses for the Quotaholders. 

Ownership of Quotas is different from the Ownership of Sold Eligible Credit Rights. Although the Assets of 

the Fund are preferably composed of Sold Eligible Credit Rights, the ownership of the Quotas does not give 

their holders any direct ownership on the Sold Eligible Credit Rights or on any indivisible specific share in 

the Sold Eligible Credit Rights. The rights of Quotaholders should be exercised over all Assets of the Fund 

on a non-individualized basis, commensurate with the number of Quotas held by the Quotaholder. 

Operation Risks. The routines and operational proceedings established in the Assignment Agreement, the 

Bylaw, the Custody Agreement and in the Servicing Agreement and Deposit Agreement, are subject to 

operational failure, such as, but not limited to, communication mechanisms between the Seller, the 

Custodian, the Servicer, the Depositary Agent and the Administrator. Given the self-operational 

complexity of the investment funds in credit rights there is no guarantee that the exchange of information 

between the Seller, the Custodian, the Servicer, the Administrator and the Fund will occur free of error. 

Risk of Impact of the Costs and Expenses Regarding the Judicial or Extrajudicial Collection of the Sold 

Eligible Credit Rights. The costs and expenses related to the judicial or extrajudicial proceedings initiated 

by the Fund, for collection of the overdue Sold Eligible Credit Rights which are part of the Fund’s Net 

Worth, shall be a solely and exclusively responsibility of the Fund. Depending on the volume of overdue 

and unpaid Sold Eligible Credit Rights and the complexity involved in such cases, the costs and expenses 

related to the judicial or extrajudicial proceedings initiated by the Fund for collection may affect the 

earnings of the Quotas and the payment for the Quotaholders of the amounts related to the amortization and 

redemption of Quotas. In this case, the Administrator and the Custodian, their managers, employees and 

other staffs shall not be responsible for eventual damages or losses, of any nature, suffered by the Fund and 

its Quotaholders as a consequence of the costs referent to the judicial or extrajudicial collection of the 

overdue and unpaid Sold Eligible Credit Rights, having the costs of such judicial or extrajudicial 

proceeding to be bear by the Fund. 

Discontinuity Risk 

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Note to Minimum Allocation. The Fund shall comply with the minimum allocation envisaged in item 7.1.1 

of the Bylaws. However, there is no guarantee that the Seller will be able to (or wish to) originate and/or 

assign Eligible Credit Rights sufficient to stand up to such a requirement. Thus, the existence of the Fund in 

time will depend on maintaining the flow of origination and assignment of Eligible Credit Rights necessary 

for the maintenance and/or recovery of the minimum allocation. The non-compliance of the Investment 

Policy of the Fund, in relation to the minimum allocation can even lead to the Early Liquidation of the Fund, 

pursuant to item 23 of the Bylaws. 

Early Liquidation of the Fund. If an Event of Early Liquidation of the Fund occurs, the Quotas must be 

redeemed, possibly resulting in losses for the Quotaholders, who might not receive the expected return or, 

even recover the capital invested in the Quotas. In the event of an Early Liquidation of the Fund in which 

the Quotaholders' Meeting decides on the redemption of the Quotas of the Fund with payment in kind of 

Sold Eligible Credit Rights, the holders of Senior Quotas may find it difficult to (i) trade the Sold Eligible 

Credit Rights received; and/or (ii) collect unpaid Sold Eligible Credit Rights. 

Seller’s Risk 

Termination of Assignment Agreement. The Seller, subject to the penalties provided for in the Assignment 

Agreement, may, at any time, refrain from assigning Eligible Credit Rights to the Fund. Thus, the existence 

of the Fund is subject to (i) the continuity of the transactions of the Seller with Eligible Credit Rights 

pursuant to the Bylaws, including in sufficient volume to maintain the Target Senior Overcollateralization 

Ratio, the Senior Overcollateralization Floor, the Target Mezzanine Overcollateralization Ratio and the 

Mezzanine Overcollateralization Floor, and (ii) the unilateral willingness of the Seller to assign Eligible 

Credit Rights to the Fund. 

Lack of Funds due to Obligations of the Servicer and/or Collection Banks and/or Authorized Debt 

Collection Agents. The Servicer is required to transfer the Collections to the Fund in up to two (2) Business 

Days counted as of their receipt in the Collection Account or Blocked Account, in accordance with item 

11.8 of the Bylaws. Considering that the Servicer and the Blocked Banks, for being financial institutions, 

are subject to temporary special administration regime, intervention or extrajudicial liquidation, under Law 

No. 2.321/87 and Law No. 6.024/74, and to the risk of bankruptcy, if they are in the possession of values 

owned by the Fund at the time or after the adjudication of their intervention, extrajudicial liquidation, 

temporary special administration regime or bankruptcy, such funds may become blocked, and their release 

and/or recovery may depend on the establishment of administrative or legal proceedings by the 

Administrator, for the account and order of the Fund, and therefore there may be a delay or reduction in 

amounts available for payments on Senior Quotas and Mezzanine Quotas especially in case of failure to 

specifically identify these funds owned by the Fund or if there are competing claims on these funds by other 

creditors of the Servicer and/or the Collection Banks. Moreover, the bank accounts held by the Servicer are 

subject to judicial blocking resulting from any legal action against the Servicer. 

Risk of discontinuity of the Fund due to the discontinuation of the activities of Seller in Brazil. The 

Investment Policy of Fund mainly involves investment in Eligible Credit Rights acquired from Seller. 

There is no guarantee that the Seller will not file (or will be subject to, as applicable) a request for 

intervention, liquidation or bankruptcy. Thus, the operation of the Fund may be compromised regardless of 

the Quotaholders' expectations regarding the duration of their investments in the Fund. There is no 

guarantee that the insolvency or intervention of the Seller would not affect the ability of the Seller to 

provide financing for the acquisition of Vehicles and, therefore, give rise and assign Eligible Credit Rights 

which meet the Fund's Investment Policy. 

Risk of deterioration in ratings of Seller. The funding costs of the Seller are influenced by numerous factors, 

including some outside its control, such as economic conditions in Brazil and the regulatory environment 

for Brazilian banks. Any unfavorable change in these factors may cause deterioration in the rating of the 

Seller. Any deterioration in the rating of the Seller may restrict its ability to borrow funds, to assign credit 

portfolios or to issue securities on acceptable terms, increasing the cost of funding of the Seller, making the 

financing granted by the Seller less attractive and thus impact on its ability to generate Credit Rights. In 

addition, certain events and contingencies can affect such funding costs and make the Seller to urgently 

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seek additional capital. If the credit rating of the Seller is adversely impacted, the Seller may be unable to 

raise funds on acceptable terms, or even borrow on any terms, in circumstances where it is necessary to 

raise additional funds. 

Risk of litigation. The Seller is currently a party to certain lawsuits and administrative proceedings. In 

addition, the Seller may, in future, be subject to additional claims or actions related to its activities. Any 

adverse decision in the actions currently in progress and/or in lawsuits or claims that may eventually be 

filed against the Seller may have a material adverse effect on the reputation, business, financial condition 

and/or operating results of the Seller, adversely affecting the origination of Credit Rights. 

Competition in Banking Sector. The market for banking and financial services in Brazil is highly 

competitive. The Seller's main competitors in the segment of credit have been large expert commercial 

banks in retail bank transactions. There is no guarantee that the Seller will be able to adequately compete 

with other banks and financial institutions, particularly domestic and foreign of greater size, that dispose of 

greater amount of resources than the Seller and of an extensive network of branches and other proprietary 

distribution channels. Increased competition may adversely affect the business results of the Seller and its 

economic situation because, among other factors, of the limited ability of the Seller to increase its customer 

base and expand its operations, resulting in the reduction and/or stagnation of its ability to generate Credit 

Rights. 

Risk of Non-Compliance by the Seller of its Obligations under the terms of the Assignment Agreement. The 

Seller has obligations under the terms of the Assignment Agreement, including the obligation of 

assignment of certain Eligible Credit Right, for example. Eventual non-compliance, by the Seller, of such 

obligations may result in losses to the Fund and its Quotaholders. 

Other Risks 

Concentration in Investments. The Fund will invest in Eligible Credit Rights arising exclusively from Bank 

Credit Certificates issued by the Borrowers for the purchase of Vehicles, in the form of Consumer Credit 

Contracts (CDC – Vehicles). In this context, it will not be possible a broad diversification of investments by 

the Fund, which are concentrated in Sold Eligible Credit Rights and Permitted Investments, in accordance 

with this Bylaws. The possibility of loss of Net Worth of the Fund is directly proportional to the 

concentration of investments in one or a few types of investment. 

Intervention or Liquidation of the Custodian. The Fund’ Account shall be maintained with the Custodian. 

In the event of intervention or extrajudicial liquidation thereof, there is the possibility of the funds deposited 

therein to be blocked and recovered to the Fund only through the courts, which would affect its profitability 

and could cause it to lose part of its assets. 

Amendment to the Bylaws. The Bylaws can be amended as a result of legal or regulatory standards, by 

determination of the CVM or by resolution of the Quotaholders' Meeting, as provided in section 19.7(ii) of 

the Bylaws. Such amendments may affect the mode of operation of the Fund and result in financial losses to 

Quotaholders. 

Risk of Judicial and Extrajudicial Collection by Seller. The ownership of the Sold Eligible Credit Rights is 

of the Fund and therefore only the Fund holds the rights for collection of Borrowers in default. However, 

the Seller was appointed by the Fund and the Custodian, as Servicer of Borrowers in default, both in court 

and out of court. There is no guarantee that the Seller can receive all of the unpaid Sold Eligible Credit 

Rights. Failure in the collection of the unpaid Sold Eligible Credit Rights may lead to losses to the Fund and, 

as a consequence, to its Quotaholders. 

Reduction of the Quotas. The Fund has accepted minimum ratio between its Net Worth and the value of the 

Senior Quotas equivalent to the Target Net Worth Ratio. The difference of the Fund's assets is represented 

by Subordinated Quotas and by Mezzanine Quotas, which will bear the losses of the Fund before Senior 

Quotas, in this order. For various reasons, such as delinquency of Borrowers and problems of transfer of 

funds to the Fund by the Collection Banks, the Mezzanine Quotas may have their equity reduced. Thus, if 

Page 50 of 119

the Subordinated Quotas have their equity reduced to zero, the Mezzanine Quotas will then bear any losses 

of the Fund, which may cause financial loss to its holders. However, only if the Mezzanine Quotas have 

their equity reduced to zero, the Senior Quotas will bear any losses of the Fund, which may cause financial 

loss to its holders. 

No Co-obligation of Seller. The Seller is not liable for the solvency of Borrowers of Sold Eligible Credit 

Rights, where the Fund shall solely bear the risk of defaults by Borrowers. If a default occurs, the Fund will 

charge the Borrowers (including through its Authorized Debt Collection Agents), and the late payment of 

Sold Eligible Credit Rights and the uncertain outcome of collection procedures may adversely affect the 

results of the Fund. 

Possibility of Occurrence of Negative Net Worth. Any financial losses of the Fund are not limited to the 

value of the subscribed Quotas. In the event of occurrence of Negative Net Worth, the Quotaholders may be 

required to contribute additional funds to the Fund. 

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V. FUND’S CHARACTERISTICS 

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This Section brings a brief summary of the provisions provided in the Bylaws, but reading it does not 

eliminate the need to read the Bylaws. 

5.1. The Fund’s Form of Organization 

The Fund is organized as a closed-end fund, in a way that its Quotas may only be redeemed at the end of the 

Fund’s effectiveness period, or in virtue of its Early Liquidation. However, it is admitted the amortization 

of the Fund’s Quotas, according to what is disposed on the Bylaws or by decision of the Quotaholders 

Meeting. 

5.2. Purpose 

The Fund is a set of resources that predominantly purpose to invest (i) in Eligible Credit Rights, which are 

originally derived from financings, represented by Bank Credit Certificates issued by the Borrowers in 

favor of the Seller, for the purchase of Vehicles, as well as (ii) in Permitted Investments, under terms of the 

Investment Policy described on item 7 of the Bylaws. 

By honoring what is established above, the Fund aims at providing to its Quotaholders, at the time of 

amortization of their respective Quotas, the valuation of the funds initially invested in the Fund, through 

investment of the Fund’s resources in the final purchase of the Eligible Credit Rights held by the Seller, 

respecting the Investment Policy provided in the Bylaws. 

The Fund will seek, but does not ensure to reach a rate of return for the Senior Quotas equivalent to the 

Senor Benchmark and a rate of return for the Mezzanine Quotas equivalent to the Mezzanine Benchmark. 

5.3. Legal Basis 

The Fund is regulated by Resolution no. 2.907, dated November 29, 2001, of the National Monetary 

Council, by CVM Rule 356/01, by its Bylaws and by other legal provisions and applicable rules. 

5.4. Net Worth Formation 

The Fund’s Net Worth is comprised of one class of Senior Quotas and two classes of subordinated quotas, 

being the Mezzanine Quotas and the Subordinated Quotas. The characteristics and the rights of each one, as 

well as their respective issuance conditions, subscription, calling, amortization, compensation and 

redemption are described on Section VII of this Prospectus, on item 13 of the Bylaws, as well as in the 

respective Supplement. 

The graph below illustrates, in a hypothetical calendar, the composition of the initial Net Worth of the 

Fund. 

5.5. Term of Duration 

The Fund’s term of duration is of five (5) years, counted from the Issuance Date. The Fund’s effectiveness 

period may be changed by a decision of the Quotaholders gathered in the Quotaholders’ Meeting. 

On the Maturity Date of the Fund, the Administrator must make the Liquidation of the Fund, as set forth in 

item 24 of the Bylaws, and carry out the Mandatory Redemption of the outstanding Quotas. 

If on the Maturity Date of the Fund the Administrator cannot perform the Mandatory Redemption of the 

Quotas, such Maturity Date of the Fund will be extended, on a discretionary basis, for a maximum period 

comprised of up to twelve (12) additional Payment Dates, counted from the maturity of the last Sold 

Eligible Credit Right (the "Extended Maturity Date of the Fund"). 

5.6. Target Investors 

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Qualified Investors are the only ones able to subscribe and/or purchase Senior and Mezzanine Quotas of the 

Fund, being indispensable the adhesion to the terms of this Prospectus and of Bylaws, through signing the 

respective Term of Accession to the Bylaws, the subscription bulletin of the Quotas and the statement 

attesting to the condition of Qualified Investor. 

5.7. Investment Policy and Portfolio Formation 

The Fund is mainly oriented towards investments in (i) performed Eligible Credit Rights originated and 

from the financing field, by the Seller and (ii) Permitted Investments. 

The Fund must maintain, after ninety (90) days from the beginning of its activates, at least fifty percent 

(50%) of its Net Worth in Sold Eligible Credit Rights, and CVM may, at its own discretion, prolong such 

period for an equal amount of time, given that the Administrator presents justifications for such 

prorogation. 

The Credit Rights to be purchased by the Fund must necessarily observe the Eligibility Criteria specified in 

item 9.5 of this Prospectus and the transference conditions established in item 9.6 of this Prospectus. 

The Fund may invest the remaining portion of its Net Worth in the following bonds and assets, given that 

those are post-fixed (the “Permitted Investments”): 

(i) bonds issued by the National Treasury and operations committed with bonds issued by the 

National Treasury; and 

(ii) quotas of fixed income investment funds related to bonds issued by the National Treasury. 

The Fund’s Assets must be in custody, as well as registered and/or maintained in a deposit account directly 

on behalf of the Fund, in specific accounts opened along with SELIC, in the financial liquidation system 

administered by CETIP or in institutions or entities authorized by the Central Bank or by CVM to provide 

such services. 

The Fund may eventual carry out operations in which the Administrator and/or party(ies) related to it act as 

counterpart of the Fund. 

The Fund’s portfolio formation will not represent diversification requisites besides those provided in this 

item. 

The Fund may develop operations in derivatives markets, including, but not limited to Swap transactions, 

as long as with the purpose of protecting the positions held on demand, up to their limit. 

Notwithstanding the above, the Fund will contract Swap transactions with the Swap Counterparty, pursuant 

to the terms of the Swap Agreement, so as to minimize the potential mismatch of the rates related to the 

remuneration of the Sold Eligible Credit Rights and the rates needed for the payment of the Senior 

Benchmark and the Mezzanine Benchmark. The contracting, by the Fund, of such type of derivatives 

transaction may result in negative oscillations of the value of its Net Worth which are greater than those 

incurred if these strategies were not utilized. The reading of the Section “Risk Factors” of this Prospectus is 

recommended to investors to verify the risks associated with the utilization of derivatives in the Fund’s 

investment policy. The Swap Counterparty itself may hire swap transactions with Seller to eventually 

minimize the potential mismatch of the rates related to the remuneration of the Sold Eligible Credit Rights 

and the necessary rates for the payment of the Senior Benchmark and Mezzanine Benchmark. 

The Fund’s portfolio, and consequently, its equity, is submitted to several risks, amongst which, for 

example, those described on Section IV above. The investors, before purchasing the Fund’s Quotas, must 

carefully read such section, being responsible for their investments in the Fund. 

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The investments in the Fund do not count on the guarantee of the Administrator, Manager, Custodian, 

Seller and of any insurance or FGC mechanism. 

According to the Fund’s Bylaws, in case the Fund receives any Vehicle due to execution of any Sold 

Eligible Credit Rights and/or guarantees granted under such instruments, the Fund may hold such Vehicles, 

at the appropriate time, looking to sell them eventually. 

The Fund may invest in Permitted Investments issued by the same issuer, or in those of co-obligation of a 

same person or entity, or of a same investment fund, up to the limit of one hundred percent (10%) of the 

installment of their Owners’’ Equity not allocated in the Sold Eligible Credit Rights. 

The Manager does not adopt the voting policy in the assemblies. 

5.8. Quotas’ Characteristics 

The Fund’s Quotas correspond to ideal fractions of its Net Worth. The Fund will be constituted by one type 

of Senior Quotas and two types of Subordinated Quotas, namely Mezzanine Quotas and Subordinated 

Quotas. 

For further information, please see Section VII of this Prospectus. 

5.9. Evaluation Methodology of the Fund’s Assets 

The Permitted Investments will have their market value verified according to the evaluation methodology 

described in the Custodian’s asset pricing manual which content is available to the Quotaholders at the 

Administrator’s headquarters or on the Custodian’s website. 

The value of the Sold Eligible Credit Rights will be calculated every Business Day, in accordance with the 

respective interest rate, adjusted by the Additional Assignment Price Discount and by the Discount Rate, 

which contemplates the percentage of the historical loss of the Seller’s portfolio, subject to the provisions of 

the CVM Rule 489/11, as the provisions and losses on Sold Eligible Credit Rights or with the Permitted 

Investments in the portfolio of the Fund shall, respectively, be made or recognized pursuant the terms of the 

CVM Rule 489/11. The provisions amount shall be calculated at the end of each Monthly Period and shall 

be equal to the total Discounted Principal Balance of all Sold Eligible Credit Rights that have become for 

the first time overdue and unpaid in arrears for one hundred and eighty (180) or more days. As a result 

thereof, the value of the outstanding Sold Eligible Credit Rights shall be reduced by the provision amount. 

Notwithstanding the above, in the event of provisioning of the value of the outstanding Sold Eligible Credit 

Rights as provided above, the calculation of the total Discounted Principal Balance of the Sold Eligible 

Credit Rights portfolio will also take into consideration such provision and, therefore, shall decrease by the 

Discounted Principal Balance of the provisioned Sold Eligible Credit Rights. 

5.10. Cash Collateral Reserve 

The Fund will count on the Cash Collateral Reserve in order to cover for (i) negative differences in the 

payment of the Senior Benchmark and Mezzanine Benchmark; and for (ii) Expenses of the Fund. The 

resources available in the Cash Collateral Reserve will be invested in Permitted Investments. 

The Cash Collateral Reserve will have a minimum required value (the “Cash Collateral Reserve 

Required Value”), which must be equal: 

(a) to zero, in case the Early Liquidation Period has begun, or in case the aggregate Discounted 

Principal Balance of the Sold Eligible Credit Rights has been reduced to zero; or 

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(b) the lesser between (i) 1% of the total Discounted Principal Balance of the Sold Eligible 

Credit Rights on the Purchase Date; or (ii) the aggregate outstanding Principal of the 

Senior Quotas and the Mezzanine Quotas on the immediately preceding Payment Date. 

5.11. Maintenance of Overcollaterization Ratios 

The Administrator shall cause the values of Senior Quotas, Mezzanine Quotas and Subordinated Quotas to 

remain in accordance with the Target Senior Overcollateralization Ratio, the Senior Overcollateralization 

Floor, the Target Mezzanine Overcollateralization Ratio, the Mezzanine Overcollateralization Floor, and 

the Net Worth Ratio. As such, on the fourth (4 th ) Business Day following the closing of each Monthly 

Period, the Administrator shall conduct the verification of compliance or noncompliance with the ratios 

described above, pursuant to the provisions below (the "Verification Date"). 

From the Issuance Date: 

(a) the senior overcollateralization ratio shall be calculated by dividing (1) the aggregate 

Discounted Principal Balance minus the aggregate Principal of the Senior Quotas not 

liquidated by (2) the aggregate Discounted Principal Balance and shall be equal to 15.5% 

(fifteen point five percent) during the Term of Duration of the Fund ("Target Senior 

Overcollateralization Ratio"); 

(b) the mezzanine overcollateralization ratio shall be calculated by dividing (1) the aggregate 

Discounted Principal Balance minus the aggregate Principal of the Senior Quotas and 

Mezzanine Quotas not liquidated by (2) the aggregate Discounted Principal Balance and shall 

be equal to 8.5% (eight point five percent) during the Term of Duration of the Fund ("Target 

Mezzanine Overcollateralization Ratio"); 

(c) the mezzanine overcollaterization floor shall be calculated by dividing (1) the aggregate 

Discounted Principal Balance minus the aggregate Principal of the Senior Quotas and 

Mezzanine Quotas not liquidated by (2) the Discounted Principal Balance of the Sold Eligible 

Credit Rights on the Purchase Date and shall be greater or equal to 0.9% (zero point nine 

percent) during the duration of the Fund (the “Mezzanine Overcollateralization Floor”); 

(d) the senior overcollaterization floor shall be calculated by dividing (1) the aggregate Discounted 

Principal Balance minus the aggregate Principal of the Senior Quotas not liquidated by (2) the 

Discounted Principal Balance of the Sold Eligible Credit Rights on the Purchase Date and shall 

be greater or equal to 1.6% (one point six percent) during the duration of the Fund (the “Senior 

Overcollateralization Floor”); and 

(e) the net worth ratio shall be calculated by dividing (1) the value of the Net Worth minus the total 

value of the Senior Quotas not liquidated by (2) the value of the Net Worth, ascertained at any 

moment during the duration of the Fund and shall be greater or equal to 7.0% (seven percent) 

("Target Net Worth Ratio"). 

The Target Senior Overcollaterization Ratio and the Target Mezzanine Overcollaterization Ratio must be 

adjusted in case of breach of the following coverage levels: 

(i) "Level 1 Trigger" shall be considered breached if the Late Delinquency Ratio is greater than 

2.6% (two point six percent) on or before the 12 th (twelfth) Payment Date and 4.8% (four 

point eight percent) as of the 13 th (thirteenth) until the 24 th (twenty-fourth) Payment Date. If 

the Level 1 Trigger is breached, the Target Senior Overcollateralization Ratio will be 

reviewed to 18.5% (eighteen point five percent), and the Target Mezzanine 

Overcollateralization Ratio will be reviewed to 10% (ten percent); and 

(ii) "Level 2 Trigger" shall be considered breached if the Late Delinquency Ratio is greater than 

7.4% (seven point four percent) on any Payment Date. If the Level 2 Trigger is breached, the 

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Target Senior Overcollateralization Ratio and the Target Mezzanine Overcollateralization 

Ratio will be reset to 100% (one hundred per cent). 

On each Payment Date, the Administrator shall make the payments described in item 5.12 below to the 

Senior Quotas and Mezzanine Quotas so that the Target Senior Overcollateralization Ratio, the Senior 

Overcollateralization Floor, the Target Mezzanine Overcollateralization Ratio, and the Mezzanine 

Overcollateralization Floor respectively, are maintained as described above. 

The breach of the Target Net Worth Ratio in accordance with item 22.1, subitem (xvi) of the Bylaws shall 

represent an Evaluation Event, in which case the procedures set forth in item 22 of the Bylaws should be 

adopted. 

5.12. Priority of Payments of the Fund 

At each Payment Date, the Administrator will distribute the Available Distribution Amount, according to 

the order of priority described below, according to the availability of the Fund’s resources for such action 

(the “Priority of Payments”): 

(i) to the extent necessary to pay taxes and Expenses incurred by the Fund, including the 

Administration Fee (except for the portion related to the Servicing Fee, which payment 

will occur after the payment of the items described in this item (i)), Custody Fee and 

Management Fee; 

(ii) to the Servicer, the Servicing Fee set forth in the Servicing Agreement; 

(iii) to the Swap Counterparty, any amount related to the net Swap payments or termination 

payments related to the Interest Rate Swap Agreement, in the event the Swap Counterparty 

is not the defaulting party and provided that the termination of the Interest Rate Swap 

Agreement has not been caused by the lowering of the risk rating of the Swap 

Counterparty; 

(iv) to the Senior Quotaholders (on a pro rata basis based upon the amounts due and payable 

for each Senior Quota), any results of the Fund due to the Senior Quotas, up to the Target 

Senior Benchmark, added any results due to the Senior Quotas on any previous Payment 

Date that have not yet been paid; 

(v) to the Mezzanine Quotaholders (on a pro rata basis based upon the amounts due and 

payable for each Mezzanine Quota), any results of the Fund due to the Mezzanine Quotas, 

up to the Target Mezzanine Benchmark, added any results due to the Mezzanine Quotas on 

any previous Payment Date that have not yet been paid; 

(vi) to the Cash Collateral Reserve, until it is equal to the Specified Cash Collateral Amount 

Balance; 

(vii) the remaining balance of the Available Distribution Amounts after the payments listed 

above will be used for the payment of the Senior Quotas (on a pro rata basis based upon 

the amounts due and payable for each Senior Quota), so that, after the respective payment, 

the ratio between the total Discounted Principal Balance and the aggregate Principal of the 

Senior Quotas of the Fund is maintained in accordance with the Target Senior 

Overcollateralization Ratio and the Senior Overcollateralization Floor; 

(viii) the remaining balance of the Available Distribution Amounts after the payments listed 

above will be used for the payment of the Mezzanine Quotas (on a pro rata basis based 

upon the amounts due and payable for each Mezzanine Quota), so that, after the respective 

payment, the ratio between the total Discounted Principal Balance and the aggregate 

Principal of the Mezzanine Quotas of the Fund is maintained in accordance with the 

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Target Mezzanine Overcollateralization Ratio and the Mezzanine Overcollateralization 

Floor; 

(ix) to the Swap Counterparty, in the event the Swap Counterparty is the defaulting or 

terminating party under the Interest Rate Swap Agreement, any payments related to the 

Swap Agreement not previously mentioned in item “(iii)” above; and 

(x) unless otherwise instructed by the Subordinated Quotaholder, all remaining cash amounts 

will be paid to the Subordinated Quotaholder (on the Business Day immediately following 

the respective Payment Date), up to the amount necessary to maintain the Target Senior 

Overcollateralization Ratio, the Senior Overcollateralization Floor, Target Mezzanine 

Overcollateralization Ratio and the Mezzanine Overcollateralization Floor. 

In the event that the total Discounted Principal Balance of the Sold Eligible Credit Rights is less 10% (ten 

per cent) of the total Discounted Principal Balance of the Sold Eligible Credit Rights on the Purchase Date, 

the balance of the Available Distribution Amounts, after the payments described on the sub items “(i)” to 

“(vi)” above, it shall be used to full payment of the Senior Quotas, the Mezzanine Quotas, the outstanding 

Subordinated Quotas and the Seller, in this sequence. 

In the event that the Early Liquidation of the Fund occurs, the balance of the Available Distribution 

Amounts, after the payments described in subsections (i) to (iiii) above shall be used for full redemption of 

outstanding Senior Quotas, Mezzanine Quotas, outstanding Subordinated Quotas and the Seller, in this 

sequence, subject to what is provided in item 23.5 of the Bylaws. 

5.13. Quotaholders’ Meeting 

The Quotaholders’ Meetings will take place annually and whenever convened by the Administrator, in its 

sole discretion, or upon request to the Administrator by Quotaholders representing at least 5% of the total 

issued Senior Quotas and Mezzanine Quotas. 

The convening of the Quotaholders' Meeting shall be made by means of a notice published in the 

Newspaper of the Fund or by letter with acknowledgment of receipt and electronic mail addressed to each 

Quotaholder, which will indicate the date, time and place that the Quotaholders’ Meeting will be held and 

the agenda to be explored. 

The convening of the Quotaholders' Meeting shall be made within ten (10) days, at least, from the date of 

publication of the first notice of meeting in the Newspaper of the Fund or the sending of electronic mail or 

letter with return receipt to the Quotaholders. 

If the Quotaholders' Meeting is not held, a notice of a second call shall be published in the Newspaper of the 

Fund and/or a letter with acknowledgment of receipt and electronic mail to the Quotaholders may be sent 

again, at least five (5) days in advance. 

For purposes of above, it is acceptable that the second call notice of the Quotaholders' Meeting is made 

jointly with the notice or the submission of the letter of the first call. 

The Quotaholders’ Meetings shall be held with the presence of at least one Quotaholder. 

It is the sole responsibility of the Quotaholders' Meeting: 

(i) examine annually the accounts for the Fund and vote on the financial statements 

presented by the Administrator, within four (4) months from the end of the year; 

(ii) amend the Bylaws and/or any Exhibits thereto; 

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(iii) vote on the replacement of the Administrator, Manager, Custodian, Servicer and/or 

Collection Banks; 

(iv) vote on any change in the administration fee charged by the Administrator, including in 

cases of restoration in which it has previously been reduced; 

(v) vote on the consolidation, merger, spin-off or Liquidation of the Fund; 

(vi) vote on amendment to the terms and conditions of the Assignment Agreement; 

(vii) vote on any changes relating to representations and warranties made by the Fund and by 

the Seller through Assignment Agreement; 

(viii) vote on a new index for calculating the value of the Quotas; 

(ix) decide whether Events of Evaluation should be considered as an Event of Early 

Liquidation; 

(x) decide if an Event of Early Liquidation should not cause the early liquidation of the Fund 

and which procedure should be adopted if so; 

(xi) vote on the replacement of DI Rate in the event of its unavailability for a period 

exceeding thirty (30) calendar days or as required by law; 

(xii) approve the additional contribution of proceeds of the Fund by the Senior Quotaholders 

and Mezzanine Quotaholders; 

(xiii) vote on the replacement of Rating Agencies; 

(xiv) vote on the hiring or replacement of service providers other than the Administrator, the 

Custodian, the Servicer, the Collection Banks or the Manager; and 

(xv) vote on any changes related to rights and obligations of any class of Quotas. 

Notwithstanding the provisions of subsection (ii) of section 19.9 above, the Bylaws of the Fund, as a result 

of legal or regulatory rules or determination of the CVM, may be changed regardless of a Quotaholders' 

Meeting being held, in which event it must be arranged by the Administrator, within 30 (thirty) days, the 

disclosure of the fact to the Quotaholders. 

Except as provided in sections 19.9.1 and 19.9.2 below, the decisions will be taken at the Quotaholders' 

Meeting by a majority vote of the outstanding Quotas. 

The decision on the matters set forth in subsections (iii), (iv) and (v) of section 19.7 above shall be taken at 

the first call by a majority of the outstanding Quotas, and on second call, by the majority of Quotas of the 

attendees at the Quotaholders' Meeting, unless a specific quorum is required under these Bylaws or by 

applicable law. 

Deliberations on matters listed in subsections “(ii)”, provided that related to changes in the return or 

amortization periods of the Quotas, in the Priority of Payments or in the Eligibility Criteria and conditions 

of assignment of Credit Rights, “(vi)”, provided that related to changes in the Assignment Price or term or 

procedure for the assignment and payment of Sold Eligible Credit Rights; “(viii)”, “(xi)”, and “(xv)” of 

item 19.7 above shall depend on the approval of Quotaholders in Quotaholders’ Meetings representing, at 

least 75% of the outstanding Senior Quotas, as well as the favorable vote of the Subordinated Quotaholder. 

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The Quotaholders' Meeting may, at any time, appoint one or more representatives of the Quotaholders to 

exercise the duties of supervision and management control of the Fund’s investments, to defend the rights 

and interests of the Quotaholders. 

Only an individual or legal entity meeting the requirements below can serve as representative of 

Quotaholders: 

(i) be a Quotaholder or professional specially hired to look after the interests of the 

Quotaholders; 

(ii) not hold Subordinated Quotas; 

(iii) not have a position or role in the Administrator, its controlling companies, in companies 

they directly or indirectly control or are affiliated to, or other companies under common 

control; 

(iv) not serve in management position or be employed by the Seller; and 

(v) not serve in management position or be employed by controlling companies, direct or 

indirect, of the Seller. 

The representatives of the Quotaholders that may be appointed will not be entitled, under any circumstances, 

to receive any compensation from the Fund, the Administrator, the Custodian or the Seller to perform that 

duty. 

Regardless of the formalities provided for in these Bylaws, it shall be considered regular a Quotaholders' 

Meeting that is attended by all Quotaholders. 

Except for force majeure, the Quotaholders' Meeting will be held at the head office of the Administrator. 

When the Quotaholders' Meeting is not held at the head office of the Administrator, the communications 

sent to the Quotaholders must indicate clearly the location of the meeting, which in no event can take place 

outside the municipality of the head office of the Administrator. 

Only Quotaholders of the Fund, their legal representatives or attorneys legally constituted for less than one 

year can vote in Quotaholders’ Meetings. The chairman of the Quotaholders’ Meetings shall always be the 

Administrator. 

It will always be guaranteed to the Administrator participation at any Quotaholders' Meeting. 

The Administrator and its employees are not entitled to vote at the Quotaholders' Meeting. 

The decisions of the Quotaholders' Meeting shall be made available to Quotaholders within no more than 

30 (thirty) days of their completion. 

The decisions taken by the Quotaholders, subject to the quorum for instatement and deliberation set out in 

these Bylaws, shall be valid and effective and binding on the holders of Senior Quotas and of Mezzanine 

Quotas and Subordinated Quotas, whether they attended the Quotaholders’ Meeting or otherwise, and have 

refrained from voting therein, including in the event of exclusion from voting or voted against, or did not 

attend. 

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5.14. Mandatory and Periodical Information 

The Administrator shall submit monthly report to the CVM through the document submission system 

available on CVM’s website at the world wide web, in accordance with the format set forth in Annex A of 

CVM Rule 489/11, noting the period of 15 (fifteen) days from the end of each calendar month, based on the 

last day of that month. Any corrections to the information provided in this item shall be communicated to 

the CVM by the first Business Day following the date of occurrence. 

The Administrator shall submit to the CVM the annual financial statements of the Fund, through the 

Document Submission System available on its website, within ninety (90) days after the end of the fiscal 

year to which they refer. 

The Administrator is required to disclose broadly and immediately any material fact or event concerning 

the Fund, so as to ensure that all Quotaholders have access to information that may directly or indirectly 

influence their decisions concerning their stay in the Fund, as applicable. 

Copies of any communication concerning the Fund disclosed to third parties or the Quotaholders shall be 

sent simultaneously to the CVM. 

Notwithstanding any other events relating to the Fund, it is considered a material fact the change of the 

Rating of the Fund’s Quotas or of Sold Eligible Credit Rights and other assets of its portfolio; the change or 

replacement of contractors to provide services of custody or management; the occurrence of subsequent 

events which have affected or may affect the composition criteria and the limits of diversification of the 

Fund's portfolio, as well as the behavior of the portfolio of Sold Eligible Credit Rights in relation to the 

payment history and occurrence of delays in the yield distribution to Quotaholders of the Fund. 

The disclosure of the information provided above must be made through publication in the Newspaper of 

the Fund and kept available to Quotaholders at the head office and agency(ies) of the Administrator. 

The Administrator shall make the publications provided for in CVM Ruling 356/01 in the same journal and 

any change must be preceded by notice to Quotaholders. 

The Administrator shall, within ten (10) days after the end of each month, make available to the 

Quotaholders, at its head office and facilities, information on: 

the number of Quotas of ownership of each one and the respective value; 

the profitability of the Fund, based on data for the last day of the month; and 

the behavior of the portfolio of Credit Rights and other assets of the Fund, including data on 

expected and actual performance. 

The annual financial statements of the Fund shall be audited by the Independent Auditor and shall be 

subject to the provisions of CVM Ruling 489/11. 

The Fund will have its own bookkeeping. 

The Fund's fiscal year will last one year, ending on December 31 of each year. 

No later than 10 (ten) days of its occurrence, the documents relating to the following acts to the Fund must 

be filed with the CVM by the Administrator: 

(i) amendment to these Bylaws; 

(ii) replacement of the Administrator; 

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(iii) merger; 

(iv) consolidation; 

(v) spin-off; and 

(vi) liquidation. 

5.15. Information Reporting Criteria to Quotaholders 

Except if a different means of communication with the Quotaholders is expressly described in the Bylaws, 

all acts, facts, decisions or issues that are related in any way to the interests of the Quotaholders, including 

those that may, direct or indirectly, influence their decision of continuing investing in the Fund, must be 

made through the Fund’s Newspaper. 

The Administrator may change, at its own criterion, and with no need to summon the Quotaholders’ 

Meeting and to amend the present Bylaws, the Fund’s Newspaper. In this case, it must previously inform 

the Quotaholders about such alteration. 

5.16. Evaluation Events 

Any of the following occurrences are deemed Evaluation Events of the Fund: 

(i) the Senior Quotas are downgraded by two (2) or more notches on the Rating Agency’s relevant 

national scale; 

(ii) resignation of the Administrator of the Fund’s administration, under the terms of item 5 above; 

(iii) noncompliance by the Administrator with its duties and obligations under these Bylaws and in 

the Assignment Agreement due to negligence, misconduct or fraud, verified by an Independent 

Auditor or by the representative of the Quotaholders, provided that, once notified by any of 

them to justify or remedy the breach, the Administrator fails to do it within two (2) Business 

Days from receipt of such notification; 

(iv) failure by the Servicer of the Sold Eligible Credit Rights to duly observe or perform in any 

material respect any covenants or agreements set forth in these Bylaws, in the Servicing 

Agreement or any other agreement or transaction document to which the Servicer and the Fund 

is a party, which failure continues unremedied for a period of two (2) Business Days after the 

date on which written notice of such failure, requiring the same to be remedied, will have been 

given by the Administrator to the Servicer; 

(v) any representation or warranty made by the Seller or any information contained in these 

Bylaws, the Assignment Agreement, the Servicing Agreement or any other agreement or 

transaction document to which the Servicer and the Fund is a party (a) will prove to have been 

incorrect in any material respect when made or when delivered, and will continue to be 

incorrect in any material respect for a period of two (2) Business Days after the date on which 

written notice of such failure, requiring the same to be remedied, will have been given to the 

Seller by the Administrator, and (b) as a result of such incorrectness the interests of the 

Quotaholders are materially and adversely affected, provided, however, that no Event of 

Evaluation by Quotaholders will be deemed to occur if the Seller repurchases or replaces such 

warranty receivable pursuant to the Assignment Agreement; 

(vi) in the event of a Revision Event of the Assignment Agreement, for any reason; 

(vii) in the case of the occurrence of an Adverse Tax Event; 

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(viii) changes to the Bylaws as a result of a requirement or order issued by CVM that materially 

adversely affects of that affect the performance of the Fund; 

(ix) failure to replenish the Cash Collateral Reserve, at the respective Payment Dates, for two (2) 

consecutive times or three (3) alternate times during a period of twelve (12) months; 

(x) acquisition, by the Fund, of Credit Rights in breach of the Eligibility Criteria; 

(xi) non payment of any interest to the Senior Quotas or Mezzanine Quotas in accordance with the 

Priority of Payments of the Fund, at the respective Payment Date when such interest becomes 

due and payable, and such non payment continues for a period of five (5) Business Days; 

(xii) non payment of Principal in accordance with item 16.1 of the Bylaws. It is understood that 

Principal on the Quotas will be paid on the Payment Dates to the extent there are sufficient 

funds in the Available Distribution Amount to pay such amounts in accordance with the 

Priority of Payments of the Fund; 

(xiii) termination of the Custody Agreement or of the Servicing Agreement without the approval of 

the Quotaholders; 

(xiv) in case the Rating Agencies fail to disclose the quarterly update of the Rating of the Quotas of 

the Fund for a period equal or higher than sixty (60) days following the termination of the 

respective period; 

(xv) resignation of the Custodian; 

(xvi) occurrence of any material act or fact which imposes restrictions to the assignment of Credit 

Rights by the Seller; and/or 

(xvii) failure to maintain the Target Net Worth Ratio, for two (2) consecutive or three (3) alternate 

Payment Dates during a period of twelve (12) months. 

In the occurrence of any Evaluation Events, the Administrator will summon within up to five (5) Business 

Days a Quotaholders’ Meeting that will decide, according to the deliberation quorum dealt with by item 

5.13 of this Section, if such Evaluation Event must be considered as an Early Liquidation Event of the Fund. 

In case the Quotaholders’ Meeting decides that an Evaluation Event that took place constitutes an Early 

Liquidation Event of the Fund, the Administrator must observe the Automatic Early Liquidation procedures 

of the Fund, according to what is described above, making the Quotaholders’ Meeting decide about the 

procedures involving the Fund’s liquidation. 

The right to receive any amortization payment by the holders of the Quotas will be suspended during the 

period elapsed between the date of the occurrence of any Evaluation Event up to (i) the date of deliberation, 

by the Quotaholders’ Meeting, that such Evaluation Event is not an Early Liquidation of the Fund, 

regardless of the implementation of eventual adjustments approved by the Quotaholders in the said 

Quotaholders’ Meeting or (ii) the date on which the Quotaholders’ Meeting approves the Early Liquidation 

of the Fund. 

5.17. Events of Early Liquidation of the Fund 

Any of the following occurrences are deemed Early Liquidation Events of the Fund: 

(i) the requirement of CVM, in case of violation of legal or regulatory provisions, including, 

among others, the cases described in article 9, item II, of CVM Rule 356/01; 

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(ii) if, during three (3) consecutive calendar months (including the first three (3) months of 

operation of the Fund), the average Net Worth is lower than five hundred thousands 

Brazilian reais (BRL 500,000); 

(iii) if the Administrator resigns from its position in the administration of the Fund and is not 

replaced within one hundred and twenty (120) days for whatever reason; 

(iv) the commencement of a bankruptcy, intervention, liquidation, special regime of temporary 

management or similar proceedings, applicable to the Seller/Servicer; 

(v) termination of the Custody Agreement without the corresponding replacement of the 

Custodian within a period of thirty (30) days; 

(vi) if the Quotaholders decide that an Event of Evaluation represents an Event of Early 

Liquidation; 

(vii) in the event of a Termination Event of the Assignment Agreement, for any reason; and 

(viii) if the Fund fails to maintain, after ninety (90) days as from the Issuance Date, at least fifty 

percent (50%) of its Net Worth in Sold Eligible Credit Rights. 

Without prejudice of what is exposed above, in case the occurrence of any Early Liquidation Event, the 

Administrator must immediately (i) notify such fact to the Quotaholders;; and (ii) summon a Quotaholders’ 

Meeting, within up to five (5) Business Days, through which it must be debated the Early Liquidation of the 

Fund. 

In case of (i) the non-meeting of the Quotaholders’ Meeting due to lack of quorum, or (ii) approval by the 

Quotaholders of the Early Liquidation of the Fund, the Administrator must begin the procedures referent to 

the Early Liquidation of the Fund. 

In case of the Quotaholders’ Meeting decides for the non-Early Liquidation of the Fund, it will be granted to 

the Dissenting Quotaholders, the early redemption of their Quotas, according to the rules to be defined in 

the Quotaholders’ Meeting. The redemption of the Dissenting Quotaholders will be done for the value of 

the Senior Quota of the payment Business Day, calculated under the terms of Section VII below. 

In case the Quotaholders’ Meeting authorizes the Early Liquidation of the Fund, all Fund’s Quotas will be 

redeemed, respecting the procedures set forth in item 14.3 of the Bylaws: 

The payment of the redemptions must be done through the use of resources captured by the Fund as holder 

of the Sold Eligible Credit Rights, as well as the returns of Permitted Investments and any amounts that are 

deposited in the Cash Collateral Reserve. 

Any delivery of Sold Eligible Credit Rights for the purposes of the redemption payment to the holders of 

the Fund’s Quotas will be done using apportionment procedures, considering the number of Quotas held by 

each Quotaholder at the time and respecting the procedures defined. 

Before the implementation of any procedure referent to the delivery of the Sold Eligible Credit Rights to the 

Fund’s Quotaholders, the Seller will choose, at its own discretion, to purchase, according to the Assignment 

Agreement, and in national current currency, part or the totality of the Sold Eligible Credit Rights, on the 

term of 2 (two) Business Days immediately before the ending of the period established in Quotaholders’ 

Meeting for early redemption, for a price at least equivalent to the fair value of the Sold Eligible Credit 

Rights. 

In case the Seller decides not to exert the choice of the previous paragraph, the Quotaholders’ Meeting must 

be summoned in order to decide about the payment in kind of the Sold Eligible Credit Rights for the 

purposes of redemption payment of the Fund’s Quotas still outstanding. 

Page 64 of 119

The Administrator must notify the holders of the Senior Quotas, Mezzanine Quotas and Subordinated 

Quotas, (i) so they may elect an administrator for the referred group of Sold Eligible Credit Rights, under 

terms of article 1.323 of the Brazilian Civil Code, (ii) so to inform the proportion of the Sold Eligible Credit 

Rights of each holder of Senior Quotas, Mezzanine Quotas and Subordinated Quotas, without it 

representing any responsibility for the Administrator before the Quotaholders after the constitution of the 

group. 

In case the holders of the Senior Quotas, Mezzanine Quotas and Subordinated Quotas do not proceed to the 

election of the Administrator of the group, the holder of the Senior Quotas that holds the majority of the 

outstanding Senior Quotas will exert such function. 

Notwithstanding the above, taking into account the set forth in the Assignment Agreement, if the Seller 

exercises the Clean Up Call, the Manager must initiate the procedures for the liquidation of the Fund, 

pursuant to item 14.3 of the By-Laws. 

The Administrator, observing what is set forth in this Prospectus, Bylaws or what is decided at the 

Quotaholders’ Meeting, will manage the Fund’s liquidation. 

5.18. The Fund’s Ordinary Liquidation 

The Fund will be settled, ordinarily, in the last day of the sixtieth (60º) month from the Issuance Date. 

5.19. The Fund’s Expenses and Charges 

The following constitute the Fund’s expenses and charges, besides the Administration Fee provided on 

Section VI below: 

(i) the fees, taxes or federal, state and local contributions or autarchy contributions that fall or 

may fall upon the assets, rights and obligations of the Fund; 

(ii) expenses with printing, issuing and publishing of reports, forms and periodical information, 

provided in this Prospectus or in the pertinent legislation; 

(iii) expenses with mailing of interest to the Fund, including communications to Quotaholders; 

(iv) any amounts related to margin or termination payment in relation with the Swap 

Agreement; 

(v) Independent Auditor fees and expenses; 

(vi) emoluments and commissions paid upon the Fund’s operations; 

(vii) attorney fees, costs and expenses for the protection of the interests of the Fund, in court or 

out of court, including the condemnation amount, in case it is applicable to some demand; 

(viii) any expenses inherent to the constitution or Liquidation of the Fund or to the carrying out 

of the Quotaholders’ Meeting; 

(ix) custody fees of the Fund’s assets; 

(x) fees related to the registration of the Quotas with CVM, ANBIMA and CETIP, as 

applicable; 

(xi) the annual contribution owed to BM&FBOVESPA or to entities of the organized 

over-the-counter market in which the Fund trades its Quotas, in case the trading of the 

Page 65 of 119

Fund’s Quotas come to be admitted in these markets; and 

(xii) expenses with the hiring of Risk Rating Agencies. 

The Administrator may determine that the installments of the Administration Fee are paid directly by the 

Fund to the services providers hired by the Fund, provided that the sum of such installments does not 

exceed the amount of the Administration Fee. 

5.20. The Fund’s Taxation and Quotaholder Taxation 

The following was elaborated based on the Brazilian legislation in effect on the date of this Prospectus and 

purposes to generically describe the tax treatment applicable to the Quotaholders and to the Fund. Some 

exceptions and additional taxes may apply reason for which the Quotaholders must consult their legal 

advisors as to the applicable taxation to the investments made in the Fund. 

(i) The Fund’s Taxation 

i. (a) Income Tax: The current tax legislation establishes that the Fund’s portfolio is 

exempt from income tax. 

i. (b) Other taxes: Due to the changes to which the Brazilian tax legislation is subjected 

to, new obligations may be imposed upon the Fund in the future. 

(ii) Quotaholders Resident or Domiciled in Brazil Taxation: The Quotaholders, on the other 

hand, are subjected to the payment of several taxes, amongst which the following are 

specially highlighted: income tax (generally withheld) and Tax On Financial Operations in 

Equity form (IOF-TVM). 

(a) Income Tax: Because the Fund is a closed ownership, the Income Tax may be 

applicable (a) upon the amortization of the Quotas; (b) upon the redemption of the 

Quotas, due to the ending of the effectiveness period or the early liquidation of the 

Fund; and (c) in case of selling Quotas to third parties. 

(1) Amortization and/or Redemption of the Quotas: If there is 

amortization and/or redemption of the Quotas, Income Tax will be 

applicable, to be withheld by the Fund upon the amounts that exceed the 

respective cost of acquisition of the Quotas. The rates will be regressive 

according to the average portfolio time of the Fund and to the investment 

period. 

The average portfolio time of the Fund is determined based on the 

maturity period of the bonds and securities that comprise it, highlighting 

that the Sold Eligible Credit Rights are not considered for such 

calculation. 

Thus, in case the Fund’s portfolio presents average period superior to 

three hundred and sixty-five (365) days, the Income Tax rate will be 

according to the following table: 

Rate Investment Period 

22.5% Up to 180 days 

20.0% Between 181 and 360 days 

17.5% Between 361 and 720 days 

15,.0% Over 720 days 

Page 66 of 119

In case the average portfolio time of the Fund is equal or inferior to three 

hundred and sixty-five (365) days, the Income Tax rate will be determined 

as follows: 

Rate Investment Period 

22.5% Up to 180 days 

20.0% Over 180 days 

The Fund’s portfolio may be of short-term for tax purposes, considering the 

characteristics of the Fund’s Assets. 

(2) Selling Quotas to Third Parties: In case of selling Quotas in the stock 

market, the net gain (positive difference between the sales price and the respective 

purchase cost) verified is subjected to Income Tax at a fifteen percent (15%) rate. 

In this case, the Income Tax will be verified and paid by the Quotaholder itself. In 

case of an individual, the taxation is definitive, not including such gains in the 

calculation of the income tax upon the returns subjected to annual adjustment. In 

case of legal entities, the taxation will be the anticipation of the Income Tax owed 

at the end of the year. Nevertheless, in case of legal entity subjected to the 

SIMPLES [simple] taxation system or exempt from Income Tax, the Income Tax 

applicable upon the monthly net gains will be deemed definitive, such as the case 

with individuals. 

Additionally, upon selling the Quotas in the stock market, there will be the applicability of 

the withheld Income Tax at a rate of zero point zero, zero five percent (0.005%), calculated 

upon the selling price (exempting the withheld Income Tax which amount is equal or 

inferior to one Real (R$ 1.00)). In this case, the intermediary institution that receives the 

selling order of the Fund’s Quotas is responsible for the collection. 

The Income Tax amount withheld referred to in the previous paragraph may be: (i) 

deducted from the Income Tax upon net gains verified in a given month; (ii) offset with the 

Income Tax to be applied upon the net gains verified in the subsequent months; (iii) offset 

in the annual adjustment statement in case, after the deduction dealt with by items (i) and 

(ii), there is remaining balance of withheld Income Tax; and (iv) offset with the Income 

Tax owed upon the capital gain in selling the Quotas. 

(b) IOF-TVM: Operations that purpose the purchase, transference, redemption, 

renegotiation of bonds and securities, payment of their settlements and acquisition 

or redemption of quotas of fund investments and club investments are subjected to 

IOF-TVM, under terms provided by Decree no. 6.306, dated December 14, 2007. 

Currently, there will only be applicability of IOF-TVM in cases of redemption 

and/or amortization of the Quotas before 30 days, counting from the investment 

date in the Fund. The IOF rate is regressive, initially starting with one percent (1%) 

of the redemption and/or amortization amount, limited to ninety-six percent (96%) 

of the investment returns. Given that, the Fund is a closed ownership, its Quotas 

will only be redeemed upon the ending of the effectiveness period, or in virtue of 

its early liquidation. 

However, the IOF rate may be increased at any time, through decision of the 

Executive Branch, up to the maximum rate of one point five percent (1.5%) per 

day. 

(iii) Quotaholders Resident or Domiciled Abroad Taxation: The Quotaholders resident or 

domiciled abroad are also subjected to the payment of income tax (generally withheld) and 

Tax On Financial Operations in Exchange form (IOF-Câmbio). 

Page 67 of 119

(a) Income Tax: the income obtained by quotaholders resident or domiciled abroad 

that invest on the Fund according to the rules and conditions set forth by the CMN 

(Resolution 2.689 of January 26, 2000), provided that they are not resident or 

domiciled in country that does not tax income or that taxes in a rate less than 20% 

(twenty per cent), are subjected to taxation for the income tax under the rate of 

15% over (a) payment of the Quotas; (b) redemption of the Quotas as a 

consequence of the end of the Term of Duration or anticipated liquidation of the 

Fund; and (c) assignment of Quotas to third parties. 

Income obtained by quotaholders resident or domiciled in the country that does not 

tax income or that taxes in a rate less than 20% (twenty per cent) are subjected to 

the same rules established for those resident or domiciled in the Country, described 

on (ii)(a) above. 

(b) IOF-Câmbio: the IOF-Câmbio is applicable upon the delivery of national or 

foreign currency, or its placement at the interested party’s disposal, in an amount 

equivalent to the foreign or national currency handed or placed at the disposal of 

such party, subject to Decree 6306/07. Today, the IOF-Câmbio applicable to 

exchange operations contracted by foreign investor for the entry of funds in the 

country for application in the capitals market is 6% (six per cent). However, the 

Executive Branch is authorized to change such rate, at any time, not only to reduce 

it but also to increase it to up to twenty-five percent (25%). 

Page 68 of 119

VI. ADMINISTRATION, CUSTODIAN, AUDITING AND MANAGEMENT OF THE FUND 

Page 69 of 119

6.1. Administrator 

The Fund is administered by BEM - Distribuidora de Títulos e Valores Mobiliários Ltda., financial 

institution headquartered in the administrative center named “Cidade de Deus”, Prédio Prata, 4º andar [4th 

floor], Vila Yara, in the city of Osasco, State of São Paulo, registered in CNPJ/MF under 

No.00.066.670/0001-00, authorized by CVM to perform professional administration of portfolios of 

securities and bonds through CVM Declaration Act no. 3.067, dated September 6, 1994. 

The Administrator must administer the Fund, complying with all the obligations according to the highest 

diligence and uprightness standards of the market, practicing all its acts with strict compliance (i) with the 

law and applicable regulatory rules, (ii) with the Bylaws, (iii) with the deliberations of the General 

Quotaholder Meeting, and (iv) with the fiduciary duties of diligence and loyalty, of information and of 

preservation of the rights of the Quotaholders. 

For the provision of administration services, the Administrator will have the right to compensation 

equivalent to the sum of: (i) 0.175% (zero point a hundred and seventy-five per cent) per year, according to 

a minimum monthly amount of R$ 35,500.00 (thirty-five thousand and five hundred Reais); (ii) 0.075% 

(zero point zero seventy five per cent) annually, according to a minimum monthly amount of R$ 15,000.00 

(fifty thousand Reais); and (iii) R$12,000.00 (twelve thousand Reais) per month (the “Administration 

Fee”). 

The Administration Fee will be provisioned and calculated daily, and the percentages above will be 

calculated based on a two hundred and fifty-two (252) Business Day-year, applicable upon the Net Worth 

amount of the Fund on the Business Day immediately before, and paid monthly to the Administrator, for 

due period, until the 4 th (fourth) Business Day of the following month of the rendered services. 

The minimum monthly amounts mentioned above will be annually readjusted by IGP-M or by another 

index that may substitute it. 

6.2. Manager 

The Fund, through its Administrator, hired BRAM – Bradesco Asset Management S.A. Distribuidora 

de Títulos e Valores Mobiliários, company headquartered at Avenida Paulista, 1.450 – 6 th floor, in the city 

of São Paulo, State of São Paulo, registered in CNPJ/MF under No. 62.375.134/0001-44, company duly 

authorized by CVM to professionally exercise the management of securities portfolios as per the 

Declaratory Act CVM No. 3067, of September 6, 1994, to be responsible for the management of the Fund’s 

Portfolio. 

Once observed the Bylaws in effect and the limitations imposed by the Bylaws, the Manager has powers to 

practice all and any acts needed to manage the Fund’s Assets’ portfolio and exert the rights inherent to the 

Sold Eligible Credit Rights and other Assets part of the Fund’s portfolio, being responsible, for all purposes, 

for the selection of the Credit Rights to be eventually purchased by the Fund. 

Under terms of the Bylaws in effect, the Manager must employ care and diligence that every active and 

honest man would to the administration and management of its own resources in exercising its activities, 

and will respond for any infraction or irregularity that may be committed under its management. 

For the management of the Fund’s portfolio the Manager will receive a monthly fee , paid directly by the 

Fund, corresponding to an annual percentage of the Net Worth, based on two hundred and fifty two (252) 

business days, equal to 0.075% (zero point zero seventy five per cent) annually, according to a minimum 

monthly amount of R$ 15,000.00 (fifty thousand Reais). 

6.3. Controllership, Qualified Custody and Recordkeeping of the Quotas 

For the rendering of qualified custody and control services of the Credit Rights and Permitted Investments 

part of the Portfolio, in a way to comply with Article 38 of CVM Rule 356, the Fund hired Banco Bradesco 

Page 70 of 119

S.A., financial institution headquartered in the administrative center named “Cidade de Deus”, Vila Yara, 

in the city of Osasco, State of São Paulo, registered in CNPJ / MF under No. 60.746.948/0001-12, a 

company duly authorized by CVM to administer securities portfolios, under terms of the Custody 

Agreement. 

The Custodian, or third party hired by it and under its responsibility, at no loss of the obligations and 

responsibilities attributed to it under terms of the Bylaws, will also be responsible for the activities 

described on article 38 of CVM Rule 356/01, including the receiving and analysis of the Evidence 

Documents that evidence the ballast of the Sold Eligible Credit Rights. The Custodian or third party hired 

by it will check of the ballast referred to by this paragraph quarterly and by sampling, based on the Evidence 

Documents. Such checking of any inconsistency in the documents that evidence the ballast of the Sold 

Eligible Credit Rights will be immediately informed to the Administrator, Seller, and Independent Auditor 

and to the Risk Rating Agencies. 

The Sold Eligible Credit Rights and the Permitted Investments part of the Fund’s portfolio must be held in 

custody, as well as registered and/or kept in the deposit account directly on behalf of the Fund, as applicable, 

in accounts specifically opened in the Special Liquidation and Custody System – SELIC, in registration and 

financial liquidation systems of assets authorized by the Central Bank, or in institutions or entities 

authorized to provide such services by the Central Bank and/or CVM. 

As compensation for its services, the Custodian will entitled to a fee, to be deducted from the 

Administration Fee, as provided in the Custody Agreement (the “Custodian Fee”) 

The Fund has hired Banco Bradesco S.A., financial institution with head office in the City of Osasco, State 

of São Paulo, at Cidade de Deus, Prédio Prata – 4 th floor, Vila Yara, enrolled with the CNPJ/MF under No. 

60.746.948/0001-12 to render recordkeeping services for the Quotas of the Fund (the “Recordkeeping 

Agent”), pursuant to applicable regulations and the Recordkeeping Agreement. 

The recordkeeping services of the Quotas will be paid directly by the Administrator to the Recordkeeping 

Agent, pursuant to the Recordkeeping Agreement. 

6.4. Risk Rating of the Senior and Mezzanine Quotas 

The Senior Quotas and the Mezzanine Quotas will be evaluated by the Risk Rating Agencies. Nevertheless, 

in case it deems needed, the Risk Rating Agencies may request additional information from the 

Administrator and review the risk rating of the Senior Quotas and/or of the Mezzanine Quotas within a 

shorter period. 

The Administrator of the Senior Quotas and/or Mezzanine Quotas must inform the occurrence of any 

downgrading of the risk rating attributed to the Quotas within up to five (5) Business Days from the date in 

which such downgrade is informed by the Risk Rating Agencies, through publication in the Newspaper 

used for the reporting of the Fund’s information. 

The Subordinated Quotas will not be subjected to risk rating. 

For the rendering of risk evaluation services for the Senior Quotas and Mezzanine Quotas, the Risk Rating 

Agencies shall receive an annual joint fee equal to R$200,000.00 (two hundred thousand reais). 

6.5. Independent Auditor 

The independent auditing company hired by the Fund is PricewaterhouseCoopers Auditores Independentes, 

or its successor in the exercise of these functions, responsible for the review of the financial statements and 

of the Fund’s accounts and for the analysis of its situation and of the Administrator’s attribution. 

For the evaluation and revision of the Fund’s accounts and financial statements, the Independent Auditor 

will receive an annual fee equal to thirty five thousand reais (R$ 35,000.00), to be paid by the Fund. 

Page 71 of 119

6.6. Servicer and Depositary Agent 

The Servicer was hired by the Custodian to provide services of collection and administration of the Sold 

Eligible Credit Rights, as set forth in the Servicing Agreement. The Servicer should adopt, with respect to 

Sold Eligible Credit Rights, the same current collection policies adopted by it with respect to any Credit 

Rights not assigned to the Fund (as described in the Collection Policy, set forth in item 11 below). The 

terms and conditions of the Servicer activities should be included in the Servicing Agreement. 

Payments for Sold Eligible Credit Rights shall be made pursuant to the collection procedure set forth in 

item 11 of the Bylaws. 

For the rendering of collection services of the Sold Eligible Credit Rights, the Servicer will be entitled to the 

deduction of the installment of the Management Tax corresponding to R$ 10,000.00 per month. 

The Evidence Documents assigned will be transferred under the custody of Recall do Brasil Ltda., with 

head office at Avenida Wilhelm Winter, 222, Zip Code 13213-000, Distrito Industrial, in the City of 

Jundiaí, State of São Paulo, enrolled with CNPJ/MF 57.753.527/0001-04 pursuant to the applicable law 

(the “Depositary Agent”), as set forth in the Deposit Agreement. 

The replacement of the Depositary Agent any change to the procedure for deposit and safekeeping of the 

Evidence Documents will require prior consent, in written, of the Administrator pursuant to the Deposit 

Agreement. 

Under article 38 of CVM Rule 356/01, the appointment of any third party responsible for the safekeeping of 

Evidence Documents does not exclude the responsibilities of the Custodian. 

6.7. Criteria and Procedures for the Replacement of the Administrator, Manager, Custodian, 

Independent Auditor, Risk Rating Agencies, Servicer and Depositary Agent 

The Administrator and/or the Manager, through notice published in the Fund Periodic (Periódico de 

Fundo) or through letter with receiving notice addressed to each Quotaholder, always within thirty (30) 

running days beforehand, may renounce to the administration and/or management of the Fund, whichever 

the case, given that it summons, in the same act, the Quotaholders’ Meeting, in order to decide its 

replacement or the Fund’s Liquidation, observing the deliberation quorum referred to by item 19 of the 

Bylaws. 

In case of the Administrator and/or Manager renunciation and appointment of a new administration and/or 

manager institution during the Quotaholders’ Meeting, the Administrator and/or Manager will continue 

required to provide administration and/or management services to the fund for a period defined in such 

Quotaholders’ Meeting that may not be superior to one hundred and twenty (120) running days from the 

date of the said Quotaholders’ Meeting. 

In case the new administration and/or manager institution appointed under the conditions described above 

does not replace the Administrator and/or Manager within the deadline of one hundred and twenty (120) 

running days from the date in which the Quotaholders’ Meeting mentioned on the above paragraph was 

held, the Administrator and/or Manager will move to automatically liquidate the Fund within up to five (5) 

Business Days counted from the expiration of the one hundred and twenty (120) running days deadline 

mentioned in this paragraph 

In case the Administrator and/or Manager renounces its functions and the abovementioned Quotaholders’ 

Meeting (i) does not appoint an administration and/or manager institution able to replace the Administrator 

and/or Manager; or (ii) does not present sufficient quorum, respecting what is established on Chapter Ten of 

the Bylaws, in order to decide about the replacement of the Administrator and/or Manager or the liquidation 

Page 72 of 119

of the Fund, the Administrator will move to automatically settle the Fund within up to five (5) Business 

Days from the date of the Quotaholders’ Meeting. 

The Administrator and/or Manager may be removed from its functions, at any time, and regardless of any 

previous notice, in case of disqualification by CVM and/or by deliberation of the Quotaholders, gathered in 

the Quotaholders’ Meeting, observing the deliberation quorum established by Chapter Ten of the Bylaws. 

The removal of the Administrator will not imply in the removal of the Manager and the removal of the 

Manager will not impose upon the removal of the Administrator. 

In case there is removal of the Manager without just cause, it will receive the Manager Fee that it would 

have received up to the end of the Fund’s Term of Duration. In case of removal for cause, the Manager Fee 

will be paid pro rata for the time in which it remained as the Fund’s Manager. “Just Cause”, in this 

paragraph means the proving that the Manager acted with fault or ill intent in performing its functions and 

responsibilities and violated legal and contractual obligations provided in the Bylaws that it should have 

complied with as Manager of the Fund’s Portfolio. 

The Independent Auditor may be replaced, at any time, by means of a resolution by the Quotaholders’ 

Meeting. 

The Credit Rating Agencies may be replaced, at any time, by means of a resolution by the Quotaholders’ 

Meeting. 

Without prejudice of the responsibility of the Custodian provided by Article 38 of Instruction CVM 356/01, 

the Servicer or the Depositary Agent shall be replaced at any time thourgh deliberation of the General 

Meeting. 

6.8. Credit Borrowing Mechanisms and Other Guarantees 

In addition to the guarantees that are eventually entailed to the Sold Eligible Credit Rights and Permitted 

Investments to be purchased, the Fund does not count on any other credit borrowing mechanism, insurance 

or guarantee that may aid or facilitate the payment of the amounts owed to the Quotaholders due to 

amortization or redemption of the Quotas. 

6.9. Risk Management 

The Fund’s investments are subjected to fluctuations and risks, such as those described on Section “Risk 

Factors” above. The risk management systems used by the Manager detailed below are based on statistics 

and forecasts of scenarios based on macro and microeconomic analysis that may not capture all the 

possible movements and impacts that the Sold Eligible Credit Rights and Permitted Investments may suffer. 

Thus, these systems purpose to monitor and anticipate the risks that the Fund’s portfolio is subjected to, but 

cannot eliminate them. Therefore, it is not possible to assure, or in any way, guarantee that the Fund will 

reach its performance objective, as well as that losses in excess of the risk exposal amount will not happen, 

due to previously mentioned risks and factors. Having said that, the Manager cannot, in any case, be made 

responsible for the non-reaching of the Fund’s performance objective, nor for the eventual depreciation or 

default of the Sold Eligible Credit Rights and Permitted Investments that impose partial or total loss of the 

funds invested by the Quotaholders. 

THE METHODS USED BY THE MANAGER TO MANAGE ALL THE RISKS TO WHICH THE FUND IS 

EXPOSED DO NOT CONSTITUTE GUARANTEES AGAINST EVENTUAL EQUITY LOSSES THAT 

MAY BE INCURRED BY THE FUND. 

Page 73 of 119

VII. QUOTAS OF THE FUND 

Page 74 of 119

7.1. Quotas and Types of Quotas 

The Quotas correspond to ideal fractions of the Net Worth of the Fund and will only be redeemed at the 

Maturity Date of the Fund, or in virtue of its Early Liquidation. 

The Quotas will be kept and maintained in the deposit account on behalf of their respective holders. 

The Fund must issue on type of Senior Quotas and two types of Subordinated Quotas, namely, Mezzanine 

Quotas and Subordinated Quotas, according to the characteristics described on the items below. 

All same type Quotas will have equaled rights, fees, expenses and deadlines. 

Senior Quotas 

The Senior Quotas possess the following characteristics, advantages, rights and obligations: 

(i) are not subordinate to the others for the purposes of amortization, redemption and 

distribution of the returns of the Fund’s portfolio, under terms of this Prospectus and of the 

Fund’s Bylaws; 

(ii) right to vote in the deliberations in the Quotaholders’ Meeting, under the terms set forth in 

Section 19 of the Bylaws, given that each Senior Quotas will have the right to one (1) vote; 

and 

(iii) will be evaluated according to item 7.3 of this section and will have the possibility of 

amortization according to item 7.4 of this Section. 

Mezzanine Quotas 

The Mezzanine Quotas possess the following characteristics, advantages, rights and obligations: 

(i) have priority over the Subordinated Quotas as regards amortization, redemption and 

distribution of returns of the Fund’s portfolio, under terms of this Prospectus and of the 


(ii) are subordinate to the Senior Quotas for the purposes of amortization, redemption and 

distribution of returns of the Fund’s portfolio, under terms of this Prospectus and of the 


(iii) right to vote in the deliberations in the Quotaholders’ Meeting, under the terms set forth in 

Section 19 of the Bylaws, given that each Mezzanine Quotas will have the right to one (1) 

vote; and 

(iv) will be evaluated according to item 7.3 of this section and will have the possibility of 

amortization according to item 7.4 of this Section. 

Subordinated Quotas 

The Subordinated Quotas possess the following characteristics, advantages, rights and obligations: 

(i) are subordinate to the Senior Quotas and to the Mezzanine Quotas for the purposes of 

amortization, redemption and distribution of returns of the Fund’s portfolio, under terms of 

this Prospectus and of the Fund’s Bylaws; 

Page 75 of 119

(ii) right to vote in the deliberations in the Quotaholders’ Meeting, under the terms set forth in 

Section 19 of the Bylaws, given that each Subordinated Quotas will have the right to one (1) 

vote; and 

(iii) will be evaluated according to item 7.3 of this section, given that distribution of returns and 

the possibility of amortization for the Subordinated Quotas are provided respectively 

according to items 7.3 and 7.4 of this Section. 

The Subordinated Quotas cannot be negotiated by the Seller with third parties that are not parties related to 

the Seller. For the purpose of the restriction established in this item, the term “related party” shall be used 

with the meaning specified on the Technical Pronouncement nº 05 (Pronunciamento Técnico nº 05), as 

issued by the Committee for Accounting Pronouncements (Comitê de Pronunciamentos Contábeis (CPC) 

and approved by CVM in the terms of the CVM Deliberation No. 642, of October 7, 2010. 

7.2. Subscription and Payment of the Quotas 

At the time of subscription of the Senior Quotas and Mezzanine Quotas of the Fund, the investor (i) will 

sign the individual subscription bulletin, as provided in item 3.6 above. 

The Quotas will be subscribed and paid in full and in national current currency, under terms of the Bylaws 

and of the respective Supplement. 

The investment in the Fund’s Quotas may be made through crediting the Fund’s current account holder, 

through Electronic Transference Available – TED or other fund transference mechanisms authorized by the 

Central Bank. 

The Subordinated Quotas will be subscribed by the Seller and may be paid in through the delivery of the 


7.3. Valuation of Quotas 

The Fund’s Quotas will have its value calculated using the methodology detailed below. 

The value of each Senior Quota will be calculated each Business Day by the Administrator for determining 

the amount to be paid, it being certain that the referred amount will be equivalent to the least amount 

between (i) the Net Worth value divided by the number of Senior Quotas outstanding; or (ii) the value 

calculated by the following formula: 

In which: 

VCS 

T 

= 

VCS 

T −1 

⎡ 

⎛ 

x ⎢ 

⎢ ⎜ 

⎣ 

⎝ 

DI 

1 1 

1 

100 100 ⎥ ⎥ 

T − 

Sn 

+ 

⎟ 

⎟x 

+ 

⎜ 

⎟ 


⎞ ⎛ 

⎜ 

⎠ 

⎝ 

Spread 

“VCST” equivalent the value of each Senior Quota calculated on date "T"; 

“VCST-1” equivalent to the value of each Senior Quota calculated on the Business Day prior 

to date “T” after the payment of any amortization value to the Senior Quotaholders. For 

purposes of calculating the Business Day following the Issuance Date, VCST-1 is 

equivalent to the issue value of each Senior Quota on the Issuance Date; 

“DIT-1” equivalent to DI Rate for the Business Day prior to date “T”. For example: if the 

DI Rate is 12.00%, DIT-1 is equal to 12.00; and 

“Spreadsn” equivalent to the surcharge of the Senior Benchmark, based on an annual 

percentage according to a basis of two hundred and fifty-two (252) Business Days. 

⎞⎤ 

⎟ 

⎠⎦ 

1 

252

The value of each Mezzanine Quota will be calculated each Business Day by the Administrator for 

determination of each amount to be paid, it being certain that the referred amount will be equivalent to the 

least amount between (i) the Net Worth value less the value of the Senior Quotas divided by the number of 

Mezzanine Quotas outstanding; or (ii) the value calculated by the following formula: 

In which: 

VCM 

T 

= 

VCM 

T−1 

⎡ 

⎛ 

x ⎢ 

⎢ ⎜ 

⎣ 

⎝ 

1 

252 

1 1 

1 

100 100 ⎥ ⎥ 

⎞ ⎛ 

⎞⎤ 

⎜ Spread 

T − + 

+ 

⎟ 

⎟ 

Mz 

x 

⎜ 

⎟ 

DI 

“VCMT" equals the value of each Mezzanine Quota calculated on date "T"; 


⎠ 

“VCMT-1" equivalent to the value of each Mezzanine Quota calculated on the Business Day 

prior to the date "T" after the payment of any amortization value to the Mezzanine 

Quotaholders. For purposes of calculating the Business Day following the Issuance Date, 

VCM T-1 will be equivalent to the value of issue of each Mezzanine Quota on the Issuance 

Date; 

“DIT-1” equivalent to DI Rate for the Business Day prior to date “T”. For example: if the 

DI Rate is 12.00%, DIT-1 is equal to 12.00; and 

“Spreadmz" equivalent to the surcharge of the Mezzanine Benchmark, based on an annual 

percentage in accordance with a basis of two hundred and fifty-two (252) Business Days. 

As of the Issuance Date, the Subordinated Quotas will have their value calculated on the last Business Day 

of each Monthly Period, and such value corresponds to the value of Net Worth minus the value of 

outstanding Senior Quotas and Mezzanine Quotas, divided by the number of Subordinated Quotas issued 

and outstanding on the date of the respective calculation. 

7.4. Amortization of Quotas 

The Fund, provided that it has funds, will amortize the Quotas in monthly installments to be paid to the 

Quotaholders on each Payment Date, in accordance with (i) the Priority of Payments, and (ii) the Target 

Senior Overcollateralization Ratio, the Senior Overcollateralization Floor, the Target Mezzanine 

Overcollateralization Ratio and the Mezzanine Overcollateralization Floor. 

For tax purposes, the yield should be calculated using the value obtained from the calculation of the 

amortization value subtracted from the amount actually paid on the capital invested 

⎝ 

⎠⎦

VIII. INFORMATION RELATED TO SECURITIZATION OPERATION 

Page 78 of 119

8.1. Operation’s Description 

It is the Fund’s objective to invest (i) in Eligible Credit Rights, which will originate from financing, 

represented by Bank Credit Certificates issued by the Borrowers in favor of the Seller, for the purchase of 

Vehicles, as well as (ii) in Permitted Investments, under terms of the Investment Policy described on 

Section V. 

For said purpose, the Fund entered into the Assignment Agreement with the Seller , through which the 

Seller commits itself to transfer to the Fund the Credit Rights derived from Bank Credit Certificates issued 

by the Borrowers in Vehicle financing operations, according to the respective Term of Assignment, by 

means of payment, and without any co-obligation. 

After the transfer mentioned above, the Sold Eligible Credit Rights will figure as spread for the Quotas, all 

in accordance with this Prospectus, with the Bylaws and with the Fund’s Investment Policy. 

Securitization Operation Structure 

Cash 

Collateral 

Account 

Payments to provide 

Liquidity shortfalls 

8.2. Summary of the Main Agreements Formalized by the Fund 

Assignment Agreement 

Credit 

Rights 

Purchase 

Price 

Banco 

Volkswagen 

S.A. 

Collection 

Banks 

Driver Brasil One 

(Fund) 

Payments to 

Subordinate 

Collections 

The Assignment Agreement signed between the Seller and the Fund, represented by the Administrator, with 

intervention of the Custodian has effectiveness date equal to the Term of Duration of the Fund. 

It is the instrument through which the Seller commits to assign and transfer the Eligible Credit Rights to the 

Fund, according to the Eligibility Criteria verified by the Custodian. 

The Seller transfers the Eligible Credit Rights to the Fund, permanently and irrevocably, except in case of 

vices as to the existence and validity of such Credit Right. 


Proceeds 

from sale 

of Quotas 

Floating rate payments 

Fixed Payment Rates 

Benchmark 

and 

Senior 

Quotaholde 

rs 

Mezzanine 

Quotaholde 

rs 

Eligible Swap 

Counterparty 

1

Also, the transference occurs without any type of co-obligation or guarantee, direct or indirect, by the Seller, 

considering it definitive, irreversible and irrevocable, from the signature of the Term of Assignment on, by 

the Seller and by the Fund, as well as transferring full ownership of the Sold Eligible Credit Rights and of 

all rights, guarantees and prerogatives derived from the. 

At each Eligible Credit Right transference substantiated by the formalization of the Bill of Sale, the Fund 

must pay the price established on the respective Bill of Sale to the Seller, based on the calculation formula 

and in agreement with the discount rate set on the respective Assignment Agreement. 

In addition, the Assignment Agreement stipulates that the Seller will have the following responsibilities: 

(i) for the existence and swell formalization of the Sold Eligible Credit Rights, under terms of 

article 295 of the Civil Code, as well as for the validity and enforceability of the CCBs and 

other eventual accessory instruments issued by the Borrowers and that engendered the Sold 

Eligible Credit Rights; 

(ii) for the inexistence of any onus or encumbrances upon the Sold Eligible Credit Rights and its 

guarantees; 

(iii) for the correct registration of the encumbrance at the relevant State Traffic Department, 

which will fall upon the Vehicles financed by the CCBs; 

(iv) for the eventual exceptions presented by the Borrowers to the Sold Eligible Credit Rights 

against the Seller and/or the Fund, under terms of article 294 of the Civil Code; 

(v) for the recommendation of the Credit Rights which Borrowers are fully up to date of the 

payments in relation to any debt that may come with the Seller, derived from the Credit 

Rights or not; 

(vi) due to not acting, up to the full redemption of the Quotas, in a way to result or that may result 

in charging of delay fee, reduction, discount, change of the maturity date and/or changing of 

the terms, conditions and payment procedures related to the financings which Credit Rights 

are owned by the Fund, without previous and expressed authorization by the Administrator; 

and 

(vii) for the registration, as well as costs and expenses incurred, of the Assignment Agreement and 

of each Bill of Sale in the Notary’s Office of Deeds and Documents located in the circuit 

court of São Paulo. 

The Assignment Agreement, according to the CMN and Central Banks’s rules, provides the mandatory 

nature of the registration and liquidation of the credit transference operations along the Credit Assignment 

Central (“C3”), maintained by the Central Bank. Purposing to comply with CMN Resolution no. 3.998, 

dated July 28, 2011 and the Central Bank Circular Letter no. 3.553, dated August 3, 2011, the signature and 

registration of the Bill of Sale must take place in the same Business Day. 

As to the notification to Borrowers, for the purposes of article 290 of the Civil Code, the Parties of the 

Assignment Agreement agree that such notification is not needed, in virtue of the collection procedure of 

the Credit Rights being kept unaltered after the transferences included on the Assignment Agreement and in 

each Bill of Sale. 

However, the Fund’s Administrator will notify all Borrowers of the Sold Eligible Credit Rights to yet be 

paid in the occurrence of any event that may result in any of the Liquidation Events of the Fund, as disposed 

on this Prospectus, as well as on the rescission of the Assignment Agreement. 

The transference of any Sold Eligible Credit Right may be resolved or deemed null under the following 

cases: 

Page 80 of 119

(i) in case the Seller, if questioned by the Administrator, does not present clarifications referent 

to any incorrectness in the information supplied related to the Sold Eligible Credit Rights or 

to the registration at SNG, within up to five (05) Business Days; 

(ii) in case the Sold Eligible Credit Rights are claimed by any third party that proves to be the 

holder of the debt, encumbrances or charges previously established to the purchase of such 

debts by the Fund; 

(iii) in case it is verified the fraud or incorrectness of any statements contained of the Assignment 

Agreement or of information containing of the Electronic File sent to the Custodian that 

affects the Sold Eligible Credit Right; 

(iv) in case there aren’t the necessary documents for the extra-judicial and/or judicial collection 

of the Borrower of the Sold Eligible Credit Rights and defaulted; 

(v) in case the Seller does not deliver to the Custodian the Evidence Documents of the Sold 

Eligible Credit Rights up to the deadline of five (05) Business Days counted from their 

request; 

(vi) in case the transference of the Credit Rights to the Fund configures fraud against the creditors, 

execution fraud, tax execution fraud or even bankruptcy fraud; 

(vii) in case it is verified that the transference of the Credit Rights to the Fund has occurred with 

the non-compliance of the Seller with the procedures and conditions of the transference 

described on the Assignment Agreement; 

(viii) in case the Sold Eligible Credit Right is not owned by the Seller at the time of transference; 

(ix) in case the Sold Eligible Credit Right is derived from financing which corresponding amount 

was not sent to the Borrower or paid to the owner or to the seller of the respective financed 

good, up to the date of transference; 

(x) in case the Sold Eligible Credit Right is derived from financing declared null for whatever 

reason; 

(xi) in case the Custodian verifies the nullity or inexistence of underlying credit for the respective 

Sold Eligible Credit Right; or 

(xii) in case the nullity or inexistence of the Bank Credit Certificates that provides ballast to the 

respective Sold Eligible Credit Right is declared by judicial ruling. 

In the hypothesis of occurrence of any of the abovementioned events, the Seller will be obligated to restitute 

to the Fund the amounts received due to resolved business or business declared null. The payment will be 

done based on the present value of the Sold Eligible Credit Right, as accounted by the Custodian, plus two 

percent (2%) as compensatory fine, and the amount referent to the fine must be informed to the 

Administrator so that it may be dully accounted. 

Pursuant to the terms, conditions and procedures set forth in the Assignment Agreement, Seller may 

exercise the Clean Up Call. 

It is also stipulated that in case of divergence between what is disposed on the Assignment Agreement and 

on Bill of Sale, the latter will prevail exclusively as regards the Assignment Price and the volume of the 

purchased Credit Rights. 

Distribution and Placement Agreement 

Page 81 of 119

The Distribution and Placement Agreement, signed between the Administrator, as representative of the 

Fund, the Seller and the Coordinators, purposes the hiring of the Coordinators for the structuring of the 

Fund, as well as for public distribution, in non-organized over-the-counter market and under the best efforts 

system, of 35,000 (thirty five thousand) Senior Quotas and 2,200 (two thousand and two hundred) () 

Mezzanine Quotas, making up the total amount of up to R$ 875,000,000.00 (eight hundred and seventy five 

million reais) () and R$ 55,000,000.00 (fifty five million reais) (, respectively, at the issuance date. 

For the services provided, the Coordinators will receive a structuring and placement commission, to be 

fully paid to the Coordinators by the Seller at the first date of calling of the Quotas, equivalent to one 

million, three hundred thousand reais (R$ 1,300,000.00) to each one of the Coordinators. No other 

compensation will be owed or paid to the Coordinators, direct or indirectly, due to this Distribution and 

Placement Agreement. 

According to the Distribution and Placement Agreement, the Fund and the Seller take up the following 

responsibilities, as applicable: 

(i) whenever requested, supply to the Coordinators all the necessary documents and information to 

the elaboration of the document related to the Offer; 

(ii) indicate and place at the Coordinators’ disposal, on the previously agreed upon dates, members 

of its high administration for presentations and clarifications during the marketing period of the 

operation (road show), under terms of item “(iii)” below; 

(iii) prepare along with the legal consultants hired by the Seller and with the assistance and approval 

of the Distributor, the material needed for the distribution of the Quotas; 

(iv) send to CVM the necessary documents for the obtaining of the Fund’s registration and the 

issuance of Quotas and accompany such registration, under terms of CVM Rule 356/01; 

(v) register the Quotas to be negotiated on the secondary market at SFF – Closed-end Funds System, 

managed by CETIP. 

(vi) promote the publication, in widely-read journals, the market’s announcement, the Beginning 

Announcement and the Closing Announcement leaving such costs and expenses up to the Fund; 

(vii) arrange the register of the Fund and the issuance of Quotas at CVM, subject to the terms provided 

in Law No. 6385/76, CVM Instruction 356/01 and CVM Instruction 400/03; 

(viii) immediately communicate to the Coordinators any relevant fact that may come to affect the 

decision to subscribe the Quotas by the Qualified Investors; 

(ix) fully comply with the Bylaws; 

(x) bear and pay, up to the Fund, the publication expenses of the Beginning Announcement and the 

Closing Announcement and any other publications required by CVM; 

(xi) the Seller must incur the attorney’s office fees that were hired due to the Offer; 

(xii) make available copies of the Prospectus and the Bylaws to the Coordinators in quantities 

sufficient for the dissemination of the Offer; 

(xiii) made, on behalf of the Fund, the payment of all the taxes that are applicable or that will come to 

be applicable upon the Fund’s operation, established by the regulation in effect, as well as 

collect, on behalf of the Fund, the Inspection Fee of the Capitals Market established by Law no. 

7.940, dated December 21, 1989, applicable upon the Quotas’ distribution registration; 

Page 82 of 119

(xiv) until the moment that the Offer is announced to the market, refrain from, according to the terms 

of Article 48 of CVM Instruction 400/03 (a) disclose any information about the Offer besides 

those ones that are necessary to achieve the objectives, alerting the parties that become aware 

of such information about its confidentiality; (b) use the information related to the Offer 

another way than in its strict preparation; 

(xv) do not divulge to the public information referent to this Offer without previous and expressed 

authorization of the Coordinators; 

(xvi) hire service renderers related to the structuring and distribution of Quotas, including but not 

limited to legal counsels, Audit Companies, Risk Rating Agencies and Portfolio Administrator; 

(xvii) provide for and bear the reasonable costs and expenses that were provenly made with the legal 

counsel of the Fund, the audits and the Risk Rating Agencies; and, if necessary, with the own 

development of the Offer; 

(xviii) maintain the Risk Rating Agencies as hired for the Offer until the final maturity of the Quotas and 

maintain the Quotas’ risk evaluation report, prepared by the Risk Rating Agency, updated, at 

least quarterly, during the term of duration of the Quotas, making said reports available to the 

Quotaholders in a term of 15 (fifteen) Business Days counted from the date of their request; 

(xix) maintain for 5 (five) years, in electronic form, all the documents and information that grounded 

the documents of the Offer and, upon request of the Coordinators, make them available within a 5 

(five) Business Days term as from the date of their request, or previously, if required by 

applicable law or regulation, jointly with the copies of such documents; 

(xx) make the payment to the Coordinators in regard with the adjusted remunerations as provided for 

in this Agreement; 

(xxi) collect, up to the Fund, the Capital Market Inspection Fee (Taxa de Fiscalização do Mercado 

de Capitais) covered by Law No. 7940, of December 21, 1989, as amended, applicable to the 

register of the Quotas’ distribution; and 

(xxii) whenever requested, send to the Coordinators information related to the subscription bulletins, 

including the identification and documentation related to the Qualified Investors that are 

qualified as such. 

In turn, the Coordinators take up the following obligations: 

(i) provide consultancy to the Administrator and to the Seller in the elaboration of all the material 

needed for the Offer, including the Prospectus, the market material, the Beginning 

Announcement and the Closing Announcement of the Offer; 

(ii) accompany, along with the Administrator, the Fund’s and the Quota’s registration at CVM; 

(iii) immediately communicate to CVM an eventual rescission, resolution, denunciation, revoking, 

termination or amendment to the Distribution and Placement Agreement; 

(iv) receive and process all subscription requests of the Quotas, making use of all resources 

available for the swell carrying out of the Offer; 

(v) develop a solid strategy to contact the main investors acting on the Brazilian capital market, 

such as the Brazilian community of institutional investors, particularly the funds administrators, 

pension funds and insurance companies. 

Page 83 of 119

(vi) until the moment that the Offer is announced to the market, refrain from (a) disclose any 

information about the Offer besides those ones that are necessary to achieve the objectives, 

alerting the parties that become aware of such information about its confidentiality; (b) use the 

information related to the Offer another way than in its strict preparation, including the 

information and relevant proceedings to the bookbuilding procedure; 

(vii) present to CVM any research and public report related to the Fund and the Offer that they may 

eventually have elaborated, under item III of article 48 of CVM Instruction 400; 

(viii) send to the Administrator any marketing and/or research material which he has developed in 

relation to the Fund and/or to the Offer before its use, so that said material may be submitted by 

the Administrator to CVM for approval, pursuant to article 50 of CVM Instruction 400/03; 

(ix) keep the Prospectus and the Bylaws at the general public’s disposal, in sufficient number, 

reporting to the general public all information that they request referent to the Offer. 

With the exception of the obligations taken up in this Agreement, the Coordinators will assume no other 

obligation, especially as to the payments related to the Quotas. 

Custody Agreement 

The Custody Agreement signed between the Custodian and the Fund, with intervention by the 

Administrator, establishes conditions for the qualified custody and controllership of the Fund, consisting in 

the physical and financial liquidation of the assets, its keeping, administration and information of events 

linked to the assets, also encompassing the financial liquidation of the derivatives, financial exchange flow 

agreements, as well as payment of the fees related to the services provided, such as, but not limited to, the 

transaction fee and registration of the deposit agents and chambers and liquidation systems and 

intermediary institutions. 

The Custodian is responsible for the following activities: 

(i) receive and analyze the Evidence Documents that evidence the ballast of the Sold Eligible 

Credit Rights; 

(ii) validate the Credit Rights in relation to the Eligibility Criteria established on the Bylaws; 

(iii) perform the physical and financial liquidation of the Sold Eligible Credit Rights evidenced 

by the Bill of Sale and by the Evidence Documents, except the registration of each Bill of 

Sale before the C3, which responsibility is upon the Fund and upon the Seller; 

(iv) custody, administration, collection and/or keeping of the documentation related to the 

Assets part of the Fund’s portfolio; 

(v) diligence over, at its own expenses, so it remains updated and in perfect order the Evidence 

Documents and other documents and information related to the Sold Eligible Credit Rights, 

with pre-established methodology and of free access to the Independent Auditor, Risk 

Rating Agencies hired by the Fund and regulatory bodies, observing what is established on 

the Servicing Agreement in case of the Evidence Documents; and 

(vi) charge and receive on behalf of the clients, payments, redemption of bonds or any other 

income related to the custody securities, depositing the amounts received in the respective 

deposit accounts. 

The keeping of the Evidence Documents of the Sold Eligible Credit Rights will fall under the responsibility 

of the Depositary Agent, which will act as trustee of such documents and will be nominated by the 

Custodian, under the terms of the legislation in force. 

Page 84 of 119

The replacement of the Escrow Agent or of third parties hired by him or the amendment in the escrow 

procedure and custody of the Evident Documents shall depend of a previous written consent of the 

Administrator and the Custodian, under the Servicing Agreement. 

Due to the expressive number of Borrowers and significant volume of Sold Eligible Credit Rights, the 

Custody Agreement determines that the verification of the Evidence Documents will be done by the 

Custodian through periodic auditing, at least quarterly (or in a shorter time span, at its own criterion), by 

sampling and in accordance with the criteria and parameters defined on the Bylaws. 

It is highlighted that the Custodian is not responsible for the authenticity of the Evidence Documents nor for 

the existence of the Sold Eligible Credit Rights, given however, that it is responsible for the ready 

information in case it comes across eventual irregularities. 

Finally, the Administrator may hire, at any time, another institution accredited by CVM to provide qualified 

custody services, always acting in the interest of the Fund’s Quotaholders, as long as approved by the 

Quotaholders’ Meeting. 

Management Agreement 

The Management Agreement signed between the Manager and the Fund, with intervention by the 

Administrator and by the Custodian, establishes the management conditions, by the Manager, of the Fund’s 

portfolio, with the observance of the applicable legal and regulatory restriction to the subject matter and 

according to the Investment Policy established on the Bylaws. 

The Manager is exclusively responsible for the decision it makes about the choices of the Assets to be 

purchased or sold for the formation of the Fund’s portfolio. 

The Manager, besides being obliged to manage the Fund’s portfolio making use of the market’s good 

practices like safe information sources, in strict compliance with the terms of the respective Bylaws 

approved by the Quotaholders, as well as to the legislations and rules in effect, and with the same integrity 

and dedication that every active and honest man must employ in managing his own business, the Manager 

is specifically obliged before the Administrator to: 

(i) answer to the communications made by the Administrator and/or by the Custodian in case 

it is verified the proven breach of the Fund in relation to its respective Bylaws, to the 

applicable legislations and rule in effect to the Fund; 

(ii) provide to the Administrator the necessary information for the administration of the Fund, 

according to the manner, deadlines and procedures described on the Management 

Agreement; 

(iii) manage the Fund’s portfolio within the same international, technical principles and 

standards focused on investments, including the examination and analysis of market 

research reports, economic information, statistics and financial information and the 

continuous follow-up of the evolution of all the assets of the Fund; 

(iv) supply to the Administrator, whenever needed to answer to the requests from the 

competent authorities, the data, portfolio position, information, analysis and studies that 

provide grounds to the purchase and/or sale of any asset that used to be part or is still part of 

the Fund’s portfolio, without any limitation, corroborating with the clarification of any 

questioning that such competent bodies may make as to such operations; 

(v) request to the Administrator the production of the Fund’s prospectus, according to the rules 

in effect, whenever applicable; 

Page 85 of 119

(vi) respond for the operations carried out in disagreement with the limits established on the 

Fund’s Bylaws and in the legislations and rules in effect; 

(vii) respond for the decision of purchases and sales of Assets and exempt the Administrator 

from any responsibility referent to such purchases and sales of the Fund’s Assets from the 

date of signature of the Management Agreement, including, but not limited to the 

renegotiations involving the Assets in case of default, and losses that the bonds and 

securities may incur; 

(viii) forward to the Administrator, in due time for its assistance, the notifications, notices, 

infraction court records, fines or any other penalty applied by the inspection authorities 

derived from the activities developed by the Administrator so that it may take up, at its own 

expense, the defense in these procedures or, if not possible, supply the necessary subsidies 

so that the Manager may protect the Fund’s interests; and 

(ix) provide the necessary liquidity of the Fund pertinent to the purchase of Assets, redemption 

of Quotas and expenses provided in the Fund’s Bylaws. 

The Manager will formalize, through the Management Agreement, that there are no potential conflicts of 

interest between the activities it exerts in the market and the management of the Fund’s portfolio. In this 

sense, the Manager must strictly observe the concentration limits by issuer and by financial asset modality, 

portfolio formation and concentration, concentration in risk factor, established in the Fund’s Bylaws, and in 

the applicable legislations and rules. 

Servicing Agreement 

Servicing Agreement signed between the Custodian, the Servicer and the Fund, represented by the 

Administrator, establishes the terms and conditions for the hiring of the Servicer that must carry out the 

financial administration and the extra-judicial and judicial charges referent to the Sold Eligible Credit 

Rights, directly and/or through Collection Banks and Authorized Collection Agents. 

(i) According to the terms and conditions detailed in the Servicing Agreement, the Seller 

commits 

to exert, without interfer4ing with the Custodian’s responsibilities, the collection of the Sold Eligible Credit 

Rights overdue and still to be matured, observing the collection policy described in this Prospectus and in 

the Fund’s Bylaws. 

Deposit Agreement 

Deposit Agreement, entered into by the Custodian and Depositary Agent, and the Administrator on behalf 

of the Fund, and Banco Volkswagen, as intervening parties, setting forth the terms and conditions for the 

render of services of physical safekeeping of the originals of the Evidence Documents underlying the Sold 


The Depositary Agent compromises, in accordance with the terms and conditions set forth in the Deposit 

Agreement, to keep all Evidence Documents, with care and diligence on behalf of the Fund, taking charge 

of trustee of all Evidence Documents related to the Sold Eligible Credit Rights. 

Interest Rate Swap Agreement 

Page 86 of 119

The Fund shall execute two Interest Rate Swap Agreement (one for senior quotas and one for mezzanine 

quotas) with any Swap Counterparty, aiming to minimize the mismatch between the rates related to the 

remuneration of the Sold Eligible Credit Rights (which are hired at pre-fixed rates) and the rates necessary 

for the payment of the Senior Benchmark and the Mezzanine Benchmark (which have post fixed rates as 

remuneration parameter). 

Each Swap hired pursuant to the Interest Rate Swap Agreement will be formalized through the execution of 

a confirmation, which will set forth the terms of each Swap, as may be agreed between the Fund and each 

Swap Counterpart, including with respect to the characteristics, aspects and details of each Swap. 

Notwithstanding the above, over each Swap agreed for between the Fund and the respective Swaps 

Counterpart, the Fund will undertake to pay, on each Amortization Date, an amount equivalent to the 

interest over the par value of the outstanding Quotas on the Amortization Date immediately prior to it, after 

payment of interest and principal, calculated based on a pre-fixed rate. On the other hand, the respective 

Swaps Counterpart will undertake to pay, on each Amortization date, an amount equivalent to the 

post-fixed interest rate over the par value of the outstanding Quotas on the Amortization Date immediately 

prior to it, after payment of interest and principal. The payments described above shall be liquidated by the 

difference on each Amortization Date and paid to the respective party, pursuant to the Priority of Payments 

described on item 5.12. 

On every Amortization Date, the swap will have its par value reduced to the par value of the respective 

quota after the payment of interest and principal. 

The Swaps will be registered with CETIP, BM&FBovespa or in asset custody, registration and financial 

liquidation systems authorized by Central Bank or CVM. 

Among other situations, the Interest Rate Swap Agreement will be subject to the following early 

termination events: 

(i) breach, by the Fund or the by Swap Counterparty, at the respective due date, of the obligation 

to perform any payment or delivery pursuant to the Interest Rate Swap Agreement, regardless 

of notification or judicial or extrajudicial notice; 

(ii) in case (1)(a) the Fund or the Swap Counterparty files for judicial recovery, extrajudicial 

recovery or bankruptcy, as applicable or (b) any lawsuit is filed or initiated against the Fund or 

the Swap Counterparty seeking the judicial recovery, extrajudicial recovery, bankruptcy, 

judicial or extrajudicial liquidation, dissolution or any other form of renegotiation which may 

affect the rights of the other party; (2) the Fund or the Swap Counterparty is submitted to an 

intervention process or performs any form of assignment, reorganization or composition with 

or to the benefit of its creditors; 

(iii) if the Net Worth of the Fund is reduced by more than 15% (fifteen percent) within a period of 

30 (thirty) consecutive days, provided that such reduction is not related to the payment of 

Quotas and/or expenses set forth in its Bylaws; 

(iv) if the Administrator and/or the Manager resign to their attributions or if they are removed as a 

result of decision by the Quotaholders’ Meeting or of requirements from regulatory authorities, 

and the new administrator and/or manager are not any of the institutions previously approved 

by the Swap Counterparty on the Interest Rate Swap Agreement; 

(v) if there is any change to the Bylaws, as a result of decision by the Quotaholders’ Meeting or of 

requirements from regulatory authorities, in connection with to the priority of payments to be 

made by the Fund and that affects the payments due in the Swap Agreement contracted by the 

Swap Counterparty, or in connection with the investment policy and objectives of the Fund 

Page 87 of 119

which, at the discretion of the Swap Counterparty, may impact the conditions agreed upon in 

the Interest Rate Swap Agreement. 

Upon the occurrence of a breach by the Fund or by the Swap Counterparty, the other party may require the 

early termination of the Interest Rate Swap Agreement, by means of communication to be sent by fax or 

other valid form to the Fund or to the Swap Counterparty, as applicable, which must specify the breach. 

The early termination of the Interest Rate Swap Agreement will cause the early termination of all Swap 

hired and not yet liquidated between the parties, in which case the respective parties will pay all amounts 

due, as applicable. The amount to be paid by any party as a result of the termination of the Swaps will be 

determined pursuant to the terms of the Interest Rate Swap Agreement, by its replacement value, to be 

determined by the Swap Counterparty, as calculation agent, being permitted to the party which did not gave 

cause to the early termination to indicate another financial institution as calculation agent. The obligations 

of the parties, including as a result of the early termination of the Interest Rate Swap Agreement will be 

liquidated up to the limit in which they have been hired, pursuant to the Brazilian Civil Code. 

Pursuant to the Interest Rate Swap Agreement, the parties of the Interest Rate Swap Agreement may not 

assign or transfer the Interest Rate Swap Agreement, posterior amendments to it, or any of its obligations 

without the prior written consent of the other party, with the exception of the Swaps Counterpart, which 

may assign or transfer it without the need for the Fund’s previous consent, if such assignment or transfer is 

done to an institution which has been previously approved by the parties of the Interest Rate Swap 

Agreement. 

Page 88 of 119

IX. INFORMATION ON CREDIT RIGHTS 

Page 89 of 119

9.1. Characteristics of Receivables derived from Vehicle Financing 

The receivables that comprise the Fund’s portfolio are derived from the Sold Eligible Credit Rights, that are 

originated from the Credit Rights analyzed and verified by the Custodian as to the adaptation to the 

Eligibility Criteria. 

The receivables that ballast the Quotas derive from the issuance of Bank Credit Certificates pertinent to the 

Vehicle financing under the Direct Consumer Credit modality, also known as CDC - Vehicles. 

The Bank Credit Certificates are credit bonds issued by the Borrower in favor of the Seller, regulated by 

Law no. 10.931, dated August 2, 2004, and that contain a promise of payment from the issuer, in this case 

the Borrower, to the creditor, that is, to the Seller originally. 

The Borrowers, in congruence with the obligations generally contained in the Bank Credit Certificates, 

make the amortization of the principal amount and interests, in a fixed and monthly manner. They may also 

choose the financing of parts, accessories and insurance premiums conjointly with the Vehicle financing. 

Thus, the Borrowers may amortize the financing of such items along with the payment of the Vehicle 

financing, according to the characteristics of each financing operation stipulated in the Bank Credit 

Certificates itself. 

The Seller is the only responsible for the origination, existence and formalization of the Sold Eligible Credit 

Rights, as well as for its enforceability and certainty of value. The Administrator and the Custodian are not 

responsible for the solvency, origination, existence, liquidity or certainty of the Sold Eligible Credit Rights. 

The financing operations of vehicles are standardized operations in the market, and as such, the Bank Credit 

Certificates, which receivables comprise the ballast of the Quotas, possess standardized financing terms 

applied according to the usual practices of this market and according to the credit transference policy of the 

Seller. 

In case of Borrower default in relation to what is set forth in the Bank Credit Certificates, the Seller may 

charge a permanence commission, delay interests and fine. Currently, the Brazilian Legal Branch discusses 

the possibility of accumulation of these amounts (permanence commission, delay interests and fine). 

However, purposing the transparency of the charges and keeping the necessary prudence, the Seller has not 

been charging the permanence commission, delay interests and fine, in an accumulative fashion, from the 

defaulting Borrowers, thus avoiding that a judicial decision obligates it to return such amounts charged two 

fold. 

Thus, it is important the full adherence and compliance with the Brazilian laws and regulations, once that 

the cumulative charging of permanence commission, delay interests and fines is not being practice 

nowadays. 

One of the essential traits of the vehicle financing market and, consequently, of the Sold Eligible Credit 

Rights, is the fiduciary sale guarantee of the vehicle object of the financing, constituted in the Bank Credit 

Certificates itself. 

According to the Brazilian legislation, the fiduciary sale in guarantee for vehicles must be registered in the 

State Traffic Department (“DETRAN”), purposing to be effective and enforceable to third parties. 

The annotation of the guarantee to the Sold Eligible Credit Rights occurs electronically, through the 

National Accidents System, kept by DETRAN, under responsibility of the Seller, according to its internal 

rules and procedures. In turn, the Borrower must issue the new Vehicle Registration Certificate in case of 

financing of used vehicles, containing the constitution of the Vehicle’s fiduciary sale guarantee. 

9.2. Assignment of Receivables to the Fund 

Page 90 of 119

The Seller, according to the Assignment Agreement and Term of Assignment, transfers to the Fund, the 

Eligible Credit Rights and to do so, such credit rights must be analyzed and checked by the Custodian, 

especially as to the compliance to the Eligibility Criteria. The Seller must select a portfolio of Credit Rights 

that may be ceded in a random fashion, before preparing the selection of Credit Rights to be offered to the 

Fund, so that the Credit Rights offered by the Fund contain similar characteristics to that of the portfolio of 

the Seller, taking into account the Eligibility Criteria and the Assignment Conditions. 

The assignment is done without co-obligation, that is, the Seller, even though responsible for the 

origination, existence and formalization of the Sold Eligible Credit Rights, as well as for its enforceability 

and certainty of value, is not responsible, before the Fund, for the Borrowers’ due payments. In addition, the 

Administrator and the Custodian are not responsible for the solvency, origination, existence, liquidity or 

certainty of the Sold Eligible Credit Rights. 

For more details as to the transference of the Eligible Credit Rights, please see what is set on items 9.5 to 9.7 

below, as well as the historical performance of the vehicle financing transactions of the Seller, pursuant to 

Exhibit I hereto. 

9.3. Credit Rights Concentration Levels 

The Fund is oriented primarily towards investments in (i) performed Eligible Credit Rights of the financial 

segment, originated by the Seller and (ii) Permitted Investments. 

As regards the concentration in the investments modality, the Fund will invest in Eligible Credit Rights 

exclusively originated from Bank Credit Certificates issued by the Borrowers for the purchasing of 

Vehicles, under the Direct Consumer Credit (CDC – Vehicles) modality. Within this context, it will not be 

possible to expand the diversification of the investments made by the Fund, given that such are 

concentrated in a priority investment, namely, Sold Eligible Credit Rights. The possibility of Net Worth 

loss of the Fund is directly proportional to the concentration of investments in one or in few types of 

investments. 

9.4. Non-Payments, Losses and Pre-Payments 

Information and Statistics 

The rate of automatic approval in the granting of financings is of approximately fourteen percent (14%) 

from the total of proposals inserted into the system, that is, it is an approval indicator of financings and 

operations in an automatic manner and without any type of analysis or manual intervention, only through 

the adaptation of the proposal to the approval parameters of the system, established by Risk Management. 

Approximately five percent (5%) of the proposals inserted into the system are automatically refused, 

existing the possibility of the refused proposals become presented again for analysis of the credit operation, 

this time it is done manually and individualized, allowing for a more scrutinized analysis of the documents 

presented. 

For other statistical information on the historical performance of the Seller in relation to Credit Rights, 

please refer to Exhibit I herein. 

Credit Rights Pre-Payment Situations 

Regardless of the transference of Credit Rights, the right of the Borrower to early settle the opened balance 

of the Bank Credit Certificates is assured. The Seller, in turn, will receive the resources derived from the 

pre-payment, as a Servicer, and will transfer the respective amount to the Fund. 

Thus, in case the Borrowers decide to make the anticipated payment of the Sold Eligible Credit Rights, the 

value due at the payment date shall be calculated as follow: 

Page 91 of 119

(i) for loans with unexpired term of up 12 (twelve) months, the value due discounted by the 

interest rate agreed in the respective Bank Credit Certificate; 

(ii) for loans with unexpired term superior than 12 (twelve) months: 

a) the value due for the discounted rate to the sum (i) of the agreed interest rate of the Bank 

Credit Certificate less the Selic rate accurate on the date of the respective Bank Credit 

Certificate, and (ii) of the availability of the Selic rate on the respective settlement date or 

in early redemption, limited to the outstanding balance due; or 

b) the discounted value due by the agreed interest rate on its Bank Credit Certificate, if the 

request for liquidation or prepayment occurs within seven days of the issuance of its Bank 

Credit Certificate. 



Procedures as to Defaulting, Losses, Bankruptcy and Recovery 

In connection with the procedures adopted by Seller in case of default, please refer to item 9.9 hereof, 

“General Collection Policy Aspects”. 

The provision of the doubtful Bank Credit Certificates is made on a monthly basis in accordance with 

Resolution 2.682/2011 of the Central Bank, pursuant to the percentages indicated below: 

Chart "b" 

days * % ** 

1 a 14 0,50% 

15 a 30 1% 

31 a 60 3% 

61 a 90 10% 

91 a 120 30% 

121 a 150 50% 

151 a 180 70% 

180 > 100% 

* days in default 

** applicable % over the total 

amount considered as a probable 

loss 

Following the entry of the agreement as a loss, Seller continues the judicial collection process until the all 

debt collection means were exhausted. After the issuance of an irrecoverability report by the law office 

responsible for the lawsuit, Seller submit the debt collection to a specialized firm in losses for a last attempt 

of recovery. 

On the other hand, for bankruptcy and judicial recovery, Seller uses the legal judicial proceeding. 

The chart below presents statistical information on the constitution of provisions for doubtful accounts of 

the Seller for the Credit Rights of the Seller, taking into account the term from 2006 to September 2011. 

Page 92 of 119

PDD/Portfólio 

6,00% 

4,53% 

3,66% 

4,46% 


3,73% 3,73% 

2006 2007 2008 2009 2010 2011* 



Early Liquidation and Amortization Events of Credit Rights 

The early termination of the Credit Rights and the immediate requirement to execute the guarantee 

constituted upon the Vehicle through fiduciary sale will occur in the following events: 

(i) if the Borrower does not pay the installments of the Bank Credit Certificate in its due and 

exact term; 

(ii) if the Borrower breaches the obligations concerning the maintenance of the guarantee upon 

the Vehicle through fiduciary sale to the benefit of Seller, including, without limitation, the 

submission to Seller of the ownership certificate of the vehicle with the registry of the 

respective lien within 15 days as of the issuance of the Bank Credit Certificate; 

(iii) upon the disposal, exchange, assignment, payment in kind, constitution of guarantee upon 

the vehicle through fiduciary sale in benefit of a third party, without the consent of Seller; 

(iv) if occurring an unnatural depreciation of the vehicle, including but not limited to, 

carelessness in the use and conservation, accident, theft, loss, extinction, and/or the 

Borrower fails to enhance or replace the guarantee represented by the vehicle, in the form 

and amount acceptable to Seller; 

(v) if the Borrower become insolvent or bankrupt; or 

(vi) if the vehicle granted as guarantee through fiduciary sale is divested, in which situation it 

will be required to deposit part of the price necessary for the fully payment of Seller. 

9.5. Credit Rights Eligibility Criteria 

Any and every Credit Right to be purchased by the Fund must be checked and validated by the Custodian on 

the Business Day immediately before its Purchase Date by the fund, according to the following Eligibility 

Criteria: 

(i) the aggregate nominal balance of the Sold Eligible Credit Rights arising from Bank Credit 

Certificates with a same Borrower shall not exceed one hundred thousand Brazilian reais 

(BRL 100,000.00) against any Borrower;

(ii) Credit Rights will only refer to Bank Credit Certificates in respect of financing Vehicles in 

the form of Credit to Consumers (CDC - Vehicles); 

(iii) Credit Rights must be referring to Borrowers which do not present, at the time of purchase 

by the Fund, other Sold Eligible Credit Rights accrued and unpaid to the Fund; 

(iv) Credit Rights on the Bank Credit Certificates to finance buses, trucks or motorcycles shall 

not be assigned to the Fund; and 

(iv)(iii) each of the Credit Rights will not have a maturity date exceeding the Maturity Date of the 

Fund, as provided in item 4 of the Bylaws. 

9.6. Credit Rights Assignment Conditions 

In addition to the Eligibility Criteria described in item 8 above, the following assignment conditions should 

be determined solely by the Seller with respect to each Credit Right, on the Business Day immediately 

preceding the Purchase Date: 

(i) the Bank Credit Certificate underlying the Credit Right is legal, valid, binding and 

enforceable; 

(ii) the Credit Rights are assignable and require payments which consist of, over the term of the 

Credit Right, substantially equal monthly installments; 

(iii) Seller may only assign the Credit Rights free from claims or rights of third parties; 

(iv) no Credit Right is overdue or under default before the Seller; 

(v) the existence, validity and enforceability of the Credit Right is not impaired due to warranty 

claims or any other rights of the Borrower (even if the Fund knew or could have known on 

the Purchase Date of the existence of such defenses or rights); 

(vi) the existence, validity and enforceability of the Credit Right is not impaired by set-off rights; 

(vii) each of the Credit Rights had an original term between five (5) installments and sixty (60) 

installments; 

(viii) each of the Credit Rights will mature no earlier than three (3) installments and no later than 

sixty (60) installments after the Purchase Date; 

(ix) on the Purchase Date at least two (2) installments have been paid in respect to the respective 

Credit Right; 

(x) the Bank Credit Certificates comply in all material respects with the requirements of the 

provisions of the Law No. 10.931/2004; 

(xi) the assignment of the Credit Rights will not jeopardize the guarantee of fiduciary sale, which 

will be also acquired by the Fund by means of the Assignment Agreement and the respective 

Bill of Sale; 

(xii) according to the Seller’s records, no collection proceedings regarding the Bank Credit 

Certificate related to the Credit Rights to be assigned shall have been initiated against the 

respective Borrowers; and 

(xiii) only Credit Rights arisen out of active Bank Credit Certificates will be assigned, provided 

that, on each Purchase Date, they are free and clear of any liens, encumbrances or restrictions 

Page 94 of 119

of any nature, except for the liens created as collateral of the Bank Credit Certificates. 

9.7. Assignment of Credit Rights 

The Seller must transfer the Eligible Credit Rights irrevocably and irreversibly to the Fund, through the 

respective Bill of Sale to be signed between the Fund and the Seller under terms of the Assignment 

Agreement. 

The Seller and Administrator, on behalf of the Fund, will be responsible for the registration of each transfer 

of Eligible Credit Rights before the C3, in accordance with CMN Resolution no. 3.998/11 and C3 operation 

regulation, according to what is made available by the Interbank Payments Chamber (CIP) from time to 

time. 

The amount to be paid by the Fund to the Seller for the acquisition of the Sold Eligible Credit Rights will be 

determined at each Bill of Sale, calculated based on the formula described below, taking into account the 

discount prescribed bellow (the “Assignment Price”): 

where: 

n 

PCDC = ∑ 

s−1 

VPDC 

s 

= 

VPDC 

⎜ 

⎝ 

⎛ TD ⎞ 

⎜ 

⎜1+ 

⎟ 

⎝ 100 ⎠ 


s 

VDC 

s 

⎛ PPs 

⎞ 

⎟ 

360 ⎠ 

“PCDC" is the Assignment Price of the Eligible Credit Right to be acquired on the 

Purchase Date; 

"s= 1, 2... n" are the successive monthly installments with respect to the Eligible Credit 

Right to be acquired; 

“VPDCs" is the present value of installment “s” as of the Purchase Date; 

“VDCs" is the face amount of installment “s”; 

“TD" is the Discount Rate per annum, calculated based on an annual period of 360 days, 

equal to 12 months, each month having 30 days; 

“PPs" is the term of payment, in days, calculated based on an annual period of 360 days, 

equal to 12 months, each month having 30 days; and 

For purposes of calculating the Assignment Price of Eligible Credit Rights, as per the formula set forth 

above, it shall be applied a discount rate on the face value of each Eligible Credit Right to be assigned to the 

Fund ("Discount Rate"), calculated as follows: 

where: 

TD 

⎧⎡⎛ 

Swap 

⎪ 

⎪⎢⎜ 

= 1 

100 

⎨⎢⎜ 

+ 

⎪⎢⎜ 

⎪⎩ 

⎢⎜ 

⎣⎝ 

sn 

Swap 

× M sn + 

100 

M 

Total 

mz 

× M 

mz 

⎞ 

⎤ ⎫ 

⎟ 

⎥ ⎪ 

⎟ ⎛ C ⎞ ⎛ PEA ⎞ 

× ⎜1 

+ ⎟ × ⎜1 

+ ⎟⎥ 

− 1⎬ 

× 100 

⎟ ⎝ 100 ⎠ ⎝ 100 ⎠⎥ 

⎟ 

⎪ 

⎠ 

⎥⎦ 

⎪⎭

“TD" is the Discount Rate per annum, calculated based on an annual period of 360 days, equal 

to 12 months, each month having 30 days; 

“Swapsn" fixed rate equivalent to the Senior Benchmark, obtained with the Swap 

Counterparty, calculated on the basis of an annual period of 360 days, equal to 12 months, 

each month having 30 days; 

“Swapmz” fixed rate equivalent to the Mezzanine Benchmark, obtained with the Swap 

Counterparty, calculated on the basis of an annual period of 360 days, equal to 12 months, 

each month having 30 days; 

"Msn" is the total amount of Senior Quotas outstanding on the Issuance Date; 

"Mmz" is the total outstanding principal amount of Mezzanine Quotas outstanding on the 

Issuance Date; 

"MTotal" is the total amount of Senior Quotas and Mezzanine Quotas outstanding on the 

Issuance Date; 

“C" is the annualized rate, defined as a percentage of the Discounted Principal Balance of the 

Sold Eligible Credit Rights to cover Expenses of the Fund. If the rate is 0.50% per year, then 

C = 0.50; and 

“PEA” is the annualized expected net loss rate of the outstanding Credit Right being 

discounted. The annualized rate will be determined by dividing the remaining expected net 

loss rate by the average expected duration term of the portfolio of Eligible Credit Rights to be 

assigned to Fund. 

The formula set out above considers the lowest Discount Rate that can be applied by the Administrator for 

the acquisition of Eligible Credit Rights. However, the Administrator, on behalf of the Fund, and the Seller 

may establish, by mutual agreement, Discount Rates higher for the assignment of the Eligible Credit Rights, 

as they may be defined in the respective Bill of Sale. 

While it is not possible to fully settle the transference operations of the Eligible Credit Rights through C3, 

the Administrator, on behalf of the Fund, must make the payment of the Assignment Price to the Seller, on 

the same Business Day of the formalization of the respective Bill of Sale, in national current currency, 

through available electronic transference or another platform authorized by the central Bank, using the 

transference receipt as proof of payment of the Seller. 

As soon as it is permitted under terms of the C3 operation regulation, every Eligible Credit Right 

transference operation between the Seller and the Fund must be paid through C3. 

The Sold Eligible Credit Rights shall not be added to, removed or substituted, except (i) in the event of the 

exercise of the Clean-up call, (ii) pursuant to the terms of the Assignment Agreement, in case of nullity of 

the assignment, or (iii) in the event of the Early Liquidation of the Fund, which conditions shall be 

established in a Quotaholders’ Meeting especially convened for such purpose. 

9.8. General Credit Concession Policy Aspects of the Seller 

The client interested in obtaining a financing for his/her Vehicle at a Volkswagen dealership must present 

the necessary documentation and approve his/her registration. 

For the registration of the client, the Seller possesses, within most of the dealerships of “Volkswagen” 

vehicles, sales promoters whose main attribution is to check the documentation presented by the financing 

Page 96 of 119

proponent. Thus, the sales promoters perform an important role in detecting documental fraud, which aim at 

dodging the financing granting system of the financial institutions of the market, including the Seller. 

The Seller has in its structure a department responsible for the analysis process and credit granting, which is 

widely divided into (i) Retail Credit, for operations up to R$ 2 million; (ii) Corporate Credit, for operations 

over R$ 2 million; (iii) Fraud Prevention, with the specific goal to monitor the frauds practiced in the 

market and disseminate the best practices in fighting off such frauds; and (iv) Back Office, responsible for 

the constitution of burdens and problems with the Vehicles, contract transferences, amendments and 

warranties, and payment of the operations. The Back Office department is also responsible for a random 

quality sample verification of the client’s registry documents that supports the formalization of around 

thirty percent (30%) of the hired credit transactions. 

This department, purposing to homogenize the knowledge of its analysts about the detection of evidences 

of fraud, carries out annual training and in loco training in the Regional offices of the Seller, actively 

participates of commissions of financial institutions associations with vehicle financing portfolio and 

possesses, as a means to prevent fraud, an internal database with fraudsters and transactions that reveal 

evidence of fraud. 

In this department, the segregation of functions also occurs, since each group of credit analysts possesses, a 

negotiator by their side. The negotiator’s main function is the contact with the sales promoters, creating an 

environment of free external pressures and distractions for the credit analysis done by the analyst. The 

credit systems have access functions that also allow for this segregation of functions. As such, an employee 

that has access to and may alter credit proposals cannot register credit approvals. The access to credit 

approvals does not allow for the soliciting of transaction payments. 

Before evaluating if the client may or may not obtain the credit sought, the scoring calculation is 

automatically done through a score system, according to the information supplied by the client in the 

registration. 

The Vehicle financing proposals and the keeping of the necessary documents for the approval process or 

automatic refusal, mentioned below, are done electronically. The filling out of the proposal is done through 

a web system that, in turn, feeds the credit system. After that, such proposal is sent to be analyzed by the 

Retail Credit or Corporate Credit, according to the operation’s amount. 

The approval process or automatic denial consists in the following steps: 

• if the registration information are in accordance with the criteria of the Seller’s automatic 

policy, the approval response is immediately registered in the system; 

• if the score obtained by the scoring calculation and the information are framed within the 

automatic denial policy, the rejection response is immediately registered in the system; and 

• in case of information that are not framed within the automatic approval or denial policies, the 

financing proposal is sent to the Seller’s credit area to be evaluate by a credit analyst, which is 

appointed according to the amount of the financing being analyzed. 

The approval process or the automatic denial, done electronically, ensures the keeping within the 

parameters defined by the Seller’s risk department. 

In the aforementioned process, different criteria and factors are considered, which comprise the credit 

policy, which information are obtained through: 

(i) the consultation of the client’s situation before SPC, SERASA, Internal Revenue Service, 

SISBACEN (when formally authorized by the client) and other databases from the 

financial sector, including the Seller’s internal clients database; 

Page 97 of 119

(ii) the verification of the professional, personal, home, banking and business references 

declared; 

(iii) the checking of the references used for the evaluation of the Vehicle value; 

(iv) the weighted analysis of the amount to be financed in relation to the value of the guarantee 

given; and 

(v) checking in loco, if requested. 

Once the financing operation is approved, whether automatically by the system or manually by the Seller 

credit area, the Back Office electronically checks for burdens and problems in the SNG (Sistema Nacional 

de Gravames) system kept by the Transportation Departments (DETRANs) of each Brazilian State. As 

soon as such survey is done for the fiduciary sale of the vehicle, the operation will be paid, that is, the Seller 

will pay the financed amount for the seller or owner of the vehicle object of the financing operation – 

dealership or third party (individual or legal entity). All the documentation requested and supplied by the 

proponent is sent and stored electronically through an exclusive image generation and storing system. 

In accordance with the determined above, an operational flowchart exposes the process of vehicle 

financing: 

9.9. General Collection Policy Aspects 

The collection of Sold Eligible Credit Rights is performed pursuant to the steps described in this item 9.9. 

Ordinary Collection of the Credit Rights 

The ordinary collection steps are described below: 

(i) in up to ten (10) days after the signing of the financing, the Borrower received, via snail 

mail, the billing book for payments related to all the monthly installments owed up to the 

full payment of the financing; 

Page 98 of 119

(ii) in case the billing book is returned by the snail mail service, the Seller contacts the 

Borrower in order to confirm the address and make the delivery of the billing book 

mentioned on item “(i)” above; 

(iii) up to the maturity date, the payment of the bills referent to the Credit Rights may be paid in 

any bank branch; and 

(iv) up ten (10) days from the maturity date of each installment, the payment bills may only be 

paid in the respective Collection Banks. 

Collection of the defaulted Sold Eligible Credit Rights 

From the eleventh (11th) day on, counted from the maturity date, the Borrower can no longer pay the 

payment bill. For that reason, the Servicer must make the extra-judicial collection of the defaulted Sold 

Eligible Credit Rights, respecting the terms and conditions of the Collection Agreement and according to 

the following procedures: 

(i) once confirmed delay from the twelfth (12th) day on, regarding the payment of the 

installments of the financing, the Borrower will be contacted regarding the lack of payment 

through telephone contact made by an outsourced collection service hired by the Servicer; 

(ii) if the Borrower remains in delay of payment, the agreement is automatically distributed to 

one of the law offices hired in accordance with the collection policy; 

(iii) after the inclusion of the non-paying Borrower in the referred bodies, and still not making 

the payments of the delayed amounts, the agreement is automatically directed to a judicial 

collection and the Borrower will receive an extra-judicial notification for the payment of 

the debt; 

(iv) during the Collection phase of the defaulted Sold Eligible Credit Rights, agreements may 

be drawn (simple arrangement of the payment of the outstanding installments or to be due, 

not being necessary to execute a new agreement) or debt renegotiation (contract review 

that allow the revision of the debt profile, with interest recalculation or modification of the 

previously agreed upon conditions, whether change in charges or payment period), both 

formalized through their own instruments; and 

(v) at no loss of what is disposed in section 6.11 of the Bylaws, the Servicer may hire any 

additional Authorized Servicer to assist with the collection of the Sold Eligible Credit 

Rights, under terms of the Servicing Agreement. 

All costs and expenses incurred directly by the Fund to safeguard its rights and prerogatives and/or with the 

judicial or extra-judicial collection of the Sold Eligible Credit Rights and of Permitted Investments will be 

entirely up to the Fund, leaving the Servicer, Collection Banks, Authorized Servicer, Administrator, 

Custodian out, in any way, shape, or form, of the obligation to pay or advance payment to the Fund 

regarding the amounts needed to charge the Sold Eligible Credit Rights and the Permitted Investments. 

The Servicer, Collection Banks, Authorized Servicer, Administrator, and Custodian will not be responsible 

for any costs, fees, expenses, emoluments, attorney fees and specialist fees or any other charge related to the 

procedures hereby informed that the Fund may have directly initiated before third parties or before the 

Seller, which must be incurred by it. 

The expenses related to the judicial and/or extra-judicial measures needed to safeguard the rights and 

prerogatives of the Fund and/or the judicial or extra-judicial collection of the Servicer, Collection Banks, 

Authorized Servicer, Administrator, Custodian and of the Permitted Investments will be supported directly 

by the Fund up to the limit of its Net Worth. The part that exceeds this limit must be previously approved by 

the Fund’s Quotaholders and by the Quotaholders’ Meeting summoned specially for this purpose and, if the 

Page 99 of 119

case may be, it will be invested directly into the Fund through the subscription and calling of new Quotas. 

The resources invested in the Fund by the holders of the Quotas will be reimbursed through redemption or 

amortization, according to the procedures provided in the Bylaws or according to what is approved by the 

said Quotaholders’ Meeting. 

Until the full redemption of the Quotas of the Fund, and pursuant to the collection procedure described 

herein, any act that results or may result in the monetary concession, rebate, discount, amendment of the 

maturity date and/or amendment of the terms, conditions and payment procedure related to the financings, 

which Credit Rights are held by the Fund, beyond the practices already in place and applicable to the Credit 

Rights owned by the Seller may only be implemented upon previous and express authorization of the 

Administrator and the Custodian, provided that the terms and conditions set forth in this Bylaws and in the 

Servicing Agreement are observed. 

Receipt of the Collections related to the Sold Eligible Credit Rights 

All Collections received in accordance with the ordinary collection procedure described in this item 9.9 

shall be (i) received and processed daily in the Collection Accounts; and (ii) transferred by the Collection 

Banks to the Fund’s Account in the Business Day immediately after its payment by the respective 

Borrower. 

Notwithstanding the above and in accordance with the Deposit Agreement, the Collections processed and 

effectively received by the Servicer, according to the extraordinary collection procedure described in this 

item 9.9, shall be transferred by the Servicer to the Fund Account, without compensation or reconvention 

due to claims against the Fund or any other person, within up to 2 Business Days after its receipt by the 

Servicer. 

The flowchart below indicates, in summary, the process for the definitive receipt of Collections related to 

the Sold Eligible Credit Rights is exposed below: 

9.10. Checking of the Credit Rights 

Page 100 of 119

The verification of the Sold Eligible Credit Rights will be done through quarterly auditing (or in a shorter 

period of time, at its exclusive discretion) of the respective Evidence Documents, by sampling. The 

irregularities found in this auditing will be informed to the Administrator. 

(i) The checking of the Credit Rights will be done quarterly by the Custodian or by a third party 

hired. For the first check, the Custodian must consider the total of the Sold Eligible Credit Rights 

owned by the Fund, while that, for the remaining checks, only the Sold Eligible Credit Rights 

purchased by the Fund within the period between the base date of the last check and the base date 

of the check to be carry out will be verified. The documentation analysis will be done using 

auditing procedure by sampling, and will depend of some statistical studies, being done based on 

the samples of the operational and accounting records, and may vary according to the size of the 

portfolio and the concentration level of the Sold Eligible Credit Rights. 

(ii) The determination of the sample size and the selection of the Sold Eligible Credit Rights to be 

verified under terms of paragraph “(i)” above, will be done through the use of the following 

mathematical formula: 

Where: 

1 N x no no = n = 

2 

Eo N + no Eo = Tolerable Sample Error (the tolerable sample error will be between 5% and 10%, mainly 

considering the following aspects: nature of the Sold Eligible Credit Rights; quality of the 

Seller; quantity of checks of the Sold Eligible Credit Rights’ ballast already done and the 

respective observed results); and 

N = population size (the sampling universe to be used will comprise all of the Sold Eligible 

Credit Rights). 

(iii) The sample selection of Eligible Credit Rights to be checked will be obtained as follows: (a) 

dividing the population size (N) by the sample size (n), obtaining a withdrawal interval “k”; (b) 

the starting point is chosen; and (c) at each “k” elements, one sample is taken. 

(iv) The check will be done in a homogeneous fashion, that is, there will be no consideration of 

diversification parameters of the Borrowers as to the verification of the ballast. 

(v) The Custodian will not be made responsible for any loss that may be imposed to the Fund or to 

the Quotaholders as to any irregularity of the Evidence Documents. 

In order to comply with paragraph 3, sub-section II, of article 8 of CVM Rule 356/01, the Administrator 

will consider the results of the checking of the Evidence Documents, by sampling, done in the previous 

quarter by the Custodian, showing, within the analyzed universe, the quantity and the relevance of the 

inexistent Sold Eligible Credit Rights found. 

Page 101 of 119

X. GENERAL OVERVIEW OF FINANCING IN BRAZIL 

Page 102 of 119

Evolution of the Brazilian Banking Sector 

The Brazilian banking sector went through an important structural change, going from a high inflation 

environment, during the 80’s and the first years of the 90’s, to an environment of low inflation and greater 

macroeconomic and monetary stability, from 1994 on, with the introduction of the Plano Real. Before 1995, 

the banking industry benefited from inflationary gains and was significantly comprised of state banks and 

by legal norms that limited the participation of foreign financial institutions, resulting in inefficient models 

and low competitiveness. 

Since 1994, due to the level of monetary stability that had been reached, there has been continual growth in 

the demand for credit in Brasil. This raise, combined with the loss of inflationary gains, and the increased 

level of participation of foreign financial institutions in the local market, forced the banking industry to 

improve its efficiency levels as well as raise its service revenues. As such, the banking industry gave start to 

a period of rationalization and mergers. The Federal Government, in turn, actively monitored this process 

by creating programs destined to protect the popular economy, including measures to secure the solvency of 

said institutions, reduce the participation of state institutions and increase competitiveness between private 

banks. 

According to the information released by the Central Bank 5 , in the international scenery, the global 

financial stability risks aggravated in the second semester of 2011, with a highlight in the desaceleration of 

the global economic activity and the worsening of the situation in the Euro zone. However, risks related to 

the fragility of the global economic activity and the vulnerability arising from the European debt subsist. 

On the other hand, in accordance with the same publication, the capacity of solvency of the banking system 

remains, as evidenced by the stress tests results, considering that in all analyzes scenarios, inclusing those 

of extreme deterioration of the macroeconomic situation, the regulatory capital of the banking system 

remains confortable. 

The credit conceded by the financial sector showed, in the referred semester, a rate of expansion lower than 

in 2010. Lesser risk models continued to gain importance, especially for the financing of homes, while the 

credit balance offered by the National Development Bank (BNDES) continued to expand, although at 

decresing rates. Moreover, the availability of resources in domestic and foreign markets permited the banks 

to finance the growth in the credit portifolio and increase the amount of liquid assets. In this sense, despite 

the increase in volality of the exchange and interest rates, the liquidity ratio of the banking system remained 

at a high level, demonstrating full capacity to cope with possible resource constraints, even in stressful 

situations. 

However, the same data from the Central Bank indicate that, despite the increase of the family’s income, 

the low employment rate and increase in the share of direct credit, characterized by lower levels of losses, 

default kept its rising trend. This movement can be attributed in part to the greater commitment of the 

family’s income, the increase of the interest rates until the beginning of the third quarter and the slowdown 

in the economic activity later this year. 

Summarizing, considering the risks and efficiency aspects, the Brazilian Payment System (Sistema de 

Pagamentos Brasileiro – SPB) has worked properly in the secont semester of 2011, according to 

information of the Central Bank 6 . The banktesting analysis made periodically to the compensation and 

transaction liquidation systems regarding securities derivatives and foreign exchange in which there is an 

entity acting as central counterparty (CCP), have shown satisfactory results during the semester. In the 

transfer of funds system, the aggregate intraday liquidity available remained above the needs of the 

participating financial institutions, which guarantees tranquility in the liquidations, especially regarding the 

Reserve Transfer System (Sistema de Transferência de Reservas – STR), the transfer system of great 

amounts of the BCBA. 

5 Financial Stability Report, volume 10, No. 2 

6 Financial Stability Report volume 11, No. 1. 

Page 103 of 119

In the short term, the enforceability of the new rules of complulsory gathering on the resources on account 

and the definite authorization to the operation of the Central Credit Assignment (C3) tend to favor the 

distribution of liquidity within the banking system. In addition, the changes intruduced by in the 

macro-prudential measures at the end of 2011 should take effect in early 2012, contributing to the 

sustainable development of the Brazilian credit market. 

Page 104 of 119

Financial System Credit Operations 

According to the information released by the Central Bank 6 , the amount of credit loaned by the financial 

system, during the semester, occurred, however, at a moderate continuous expansion rate. The default of the 

portfolio of individuals increased with expectation to stablize in the coming months. The modality with 

highest growth rate remained the housing financing, while the main responsible for the increase in the 

default levels was the vehicle financing. In terms of corporative credit, there was an increase in 

participation of the directed resources which have lower default rates in relation to free resources. 

Summing up, the balance of the credit operations of the financial system reached R$ 2 trillion in December 

of 2011, a ten point six percent (10.6%) increase in comparison to the previous semester, and of nineteen 

percent (19%) in comparison with December of 2011, which corresponds to a forty nine percent (49%) of 

the Gross Domestic Product (GDP). The annual expansion lower than the previous year as provided below: 

Source: Financial Stability Report, volume 10, No. 2 

As pertaining to the quality of the complete portfolio, taking into account the credits loaned to individuals 

and to companies, the default rate increased during 2011, reaching three point six percent (3.6%) on 

December 2011, after reaching the minimum of three point two percent (3.2%) The rate of coverage 

continues at a high level, in spite of having suffered a small reduction of 1.67 to 1.60. Overall, the 

institutions, individually, amass greater provisions that those defaulted. In this sense, only 25 financial 

institutions, which represent five percent (5%) of the banking system’s credit portfolio, amassed fewer 

provisions than the operations defaulted for over 90 days. 

Summarizing, the increase of the relative participation of directed credit in Brazil highlighted the material 

differences in the composition of portifolio in accordance with the shareholder control of the financial 

institution. The biggest risk taken by the private banks in their operations, traditionally concentrated on free 

credit, which has shorter terms and higher interest rates, is priced properly considering their effective yeld 

is higher when compared to public banks. These, in turn, have a resource-directed concentrated portfolio 

which, despite offering a lower default risk, result in lower returns. . 

A hightlight of the semester was the growth of the credit default of individuals, mostly due to the delays in 

vehicle financing. In parallel, the income commitment and debts are in the highest levels of the serie, which 

reinforces the perception that institutions must always perfect their concession criteria and their risk 

management models. 

In the portfolio of legal entities, it was emphasized the continuity of growth in the relative participation of 

directed resources operations which have longer terms and lower default. The free resources operations, 

more subject to the changes of the macroeconomic environment result in greater risks to the corporative 

credit portfolio, specially with private and foreign banks in which these resources are preponderants. 

6 Financial Stability Report, volume 10, No. 2 

Page 105 of 119

From a macroeconomic standpoint, there is a stabilization perspective of default due to resumption 

projection of growth, increases in income, lower unemployment rates and new cicle of lower interest rates 

started on the second semester of 2011. However, any worsening of the fiscal crisis in Europe may result 

ina recession scenario in the developed economies with negative reflections over the domestic activity 

level and, therefore, on the credit risk held by SFN. 

Sectored Distribution 

The balance of credit assigned to individuals showed an increase of nine ten point four percent (10.4%) in 

the semester and a twenty point eight percent (20.8%) in the last twelve months, reaching R$ 939.8 billion 

in December of 2011, which corresponds to twenty two point seven percent (22.7%) of the Gross Domestic 

Product (GDP). 

The main modality of credit responsible for 

the growth of portfolio was the housing 

financing which accumulated na increase of 

nineteen point seven percent (19,7%) in the 

semester and forty-four point five percent 

(44.5%). A summary can be found below, in 

accordance with the data of the Central Bank 

regarding the behaviour of the credit 

portfólio of individuals in 2011. 

As provided in the chart, the vehicle 

financing portfolio, including leasing more 

affected by the macroprudential measures of 

December, 2010, increased three point three 

(3.3%) percent in the semestrte and eight point one percent (8.1%) in the year. Moreover, the increase in the 

vehicle financing default constributed so the institutions made more strict their concession criteria, with 

impact in the rythim of new concessions. 

The default of the families incrased in the last years, driven by the economic stability and by the expansion 

of credit, reaching forty-two point four percent (42.4%) in December. The stabilkity of the incomoe 

commitment in the last years is explained by the decrease in the interest rates, by the increase of income of 

the population and by the exention of terms in the credit portfolio. However, the higher increase of this 

index in the second semester of 2011, reaching twenty-two point three (22.3%) percent in December is 

justified by the new demand of minimum payment of fifteen percent (15%) in the credit card bills, as 

provided in the chart below: 


In the corporative credit portfolio, a trend of expansion of the client basis continues, driven by the stability 

of the economy the real income gains of the population in the past years and the lower in the unemployment 

rates. The number of borrowers increased by eleven percent (11%) in 2011 and, on average, seventeen 

percent (17%) in the last four years, which represents challenges to the institutions that need to adapt their 

concession processes and their risk management models in order to capture the resulting risk arising from 

the incipient credit history. 

The expansion trajectory of the average term loans for entities have been determined, mostly, by the 

financing of homes due to longer terms of the modality and the growing participation of debts contracted by 

the families. In the last four years, the average term of concession to the portfolio to individuals increased 

from fifty-three (53) to ninety-three (93) months. During this period, not taking into account home loans, 

the term of the other modes of credit to individuals remained stable in fourty months. 

Page 106 of 119

The average term of mortgage increased from 220 to 300 months in this period and the participation of the 

mode in the total of portfolio of individuals more than duplicated, from ten percent (10%) to twenty-one 

percent (21%), as provided below: 


The default in the credit portfolfio to individuals kept its tendency of increase started on March 2011, 

reacing five point five percent (5.5%) in December. After analyzing the default per mode, the main 

responsible principal for the increase was the vehicle financing portfólio, in part a reflex of the substantial 

decrease in the rythim of growth of this portfolio. The daily average of concessions of the mode decreased 

from R$477 million in the second semestre of 2010 to R$394 million in the first semester of 2011, 

increasing in the second semester of 2011, to R$424 million. The default in the rural fianncing present a 

decrease in the period and the mortgage financing is almost stable, despite the strong rythim of growth of 

the mode. 

National Financial System 

The National Financial System is comprised, basically, of (i) normative bodies, such as the CMN, the 

National Counsel of Private Insurances and the Complementary Social Security Administration Counsel; 

(ii) supervising entities, such as the Central Bank, CVM, SUSEP, the National Superintendence of 

Complementary Social Security, that, considering their respective areas of acting and jurisdiction, 

supervise, regulate and act as fiscals of the NFS operators; financial institutions, stock markets, insurance 

companies and entities of complementary social security, to name a few. 

In respect to the private sector, the NFS encompasses multiple banks, commercial banks, development and 

investment banks, credit companies, financing companies and (financial) investment companies, real-estate 

companies, insurance brokerage companies, securities distributing companies, exchange companies, 

commercial leasing companies, development agencies, mortgage companies and real-estate financing 

companies, amongst others. 

The public sector of the NFS is comprised of: (i) development banks, which act in the Federal level (such as 

the National Development Bank – BNDES), in the State level or the Regional level; (ii) savings banks, 

which act in the Federal level (such as the Federal Savings Bank) and in the State level; and (iii) the 

commercial banks, multiple banks, and other financial institutions that have the majority of the voting 

capital held, directly or indirectly, by the Union or by one or more Federal entities. 

Brazilian Payment System 

In December of 1999 the Federal Government passed new norms on payment settlement in Brazil, based on 

the guidelines adopted by BIS – Bank for International Settlements. After a trial period and its gradual 

Page 107 of 119

institution, the Brazilian Payment System started to operate in April of 2002. Central Bank and CVM have 

powers to regulate and supervise this system. 

In accordance with these rules, new compensation chambers can be created and all clearance chambers are 

obliged to adopt procedures destined to reduce the possibility of systemic crisis and reduce the risks 

currently undertaken by the Central Bank. 

The most important principals of the Brazilian Payment System are: 

• the existence of two main payments and clearance systems: (i) gross clearance in real time, using 

the reserves deposited in the Central Bank; and (ii) liquid differed clearances, by means of a 

compensation chamber; 

• the compensation chambers, with few exceptions, are responsible for the payment orders they 

accept; 

• bankruptcy laws do not affect payment orders done by means of compensation chamber credits, nor 

any guarantee granted to secure such orders. 

On the other hand, in accordance with the bankruptcy laws, compensation chambers hold ordinary credits 

against any participant. 

The systems integrated through the Brazilian compensation systems are responsible for the creation of 

mechanisms and security norms in order to control risks and for contingencies, by sharing losses among the 

market participants, through direct execution of the participants’ position, by fulfilling their contracts and 

by executing warranties held over custody. Furthermore, the compensation chambers and the compensation 

service providers systematically considered important are obliged to reserve part of their assets as an 

additional guarantee for compensation operations. 

As prescribed by these rules, the responsibility for compensating an operation is attributed to the 

compensation chambers and the compensation service providers responsible for the operation. Once a 

financial operation is presented for compensation, these generally become obligations of the compensation 

chambers, the operation is no longer subject to the risk of bankruptcy or insolvency of the market 

participant which submitted the compensation. 

The financial institutions and other institutions commissioned by the Central Bank are also obliged to create 

mechanisms for identifying and avoiding liquidity risks, in accordance with procedures set forth by the 

Central Bank. These procedures prescribe that the institutions must: 

• maintain and document criteria of risk determinations and mechanisms of liquidity for their 

respective management; 

• analyze economic and financial data for the purpose of evaluating the impact of different situations 

in the market on liquidity and cash flow of the institution; 

• elaborate reports that allow the institution to monitor liquidity risks; 

• identify and evaluate mechanisms for reverting positions that could threaten the economic or 

financial institution and obtain the resources necessary for said reversion; 

• adopt control systems and test these periodically; 

• promptly offer information and available analysis pertaining to any identifies liquidity risks, to the 

institution’s management, including any conclusions or corrective measures adopted; and 

• develop contingency plans for liquidity crisis management. 

Page 108 of 119

Legal and Regulatory Aspects of Vehicle Acquisition Financing 

The main legal and regulatory aspects of financing operations for the acquisition of vehicles are related to 

fiduciary alienation of the vehicle. 

The warranty represented by the fiduciary alienation is regulated by the Articles 1.361 and following of the 

Civil Code, by Law No. 4.728 of June 14, 1965, in Article 66-B, and by Articles 2 and following of the 

Decree-law nº 911 of October 1, 1969, and by Resolution nº 159 of April 22, 2004 of the National Traffic 

Counsel (CONTRAN). 

By means of the fiduciary alienation agreement, the debtor transfers the solvable property of an asset to the 

creditor, in order to guarantee the existing debt between the debtor and creditor. In spite of the transfer of 

the property and of the indirect ownership to the creditor, the debtor remains with the ownership of the asset, 

and, up to the maturing of the debt, may use the object in accordance with its natural purpose, at his own 

risk and expense, as prescribed by the Article 1.363 of the Civil Code. In this case, the debtor is the 

depository of the object and must employ the due diligence necessary for its conservation, as well as deliver 

it to the creditor in case the debt is not paid at the maturity date. If the debt is fully paid in for, the property 

and the object return to the debtor. 

As a requisite of for the constitution of the warranty, in the cases of fiduciary alienation of vehicles, Article 

1.361, paragraph one of the Civil Code prescribes that the registry of the respective contract in the body that 

is competent for the licensing of the vehicle, making a note on the registry certificate. 

Assigning of Fiduciary Alienation in Guaranty 

Even if the entity is not a part of the National Finance System, the Fund is authorized to assign Sold Eligible 

Credit Rights, seeing that the Civil Code norms that pertain to fiduciary alienation authorize their use as 

means of guaranty by any person. As such, there is no legal bar for them to be credits assigned to the Fund 

guaranteed by fiduciary alienation. 

The assigning of Eligible Credit Rights also implies the assigning of the fiduciary alienation that guarantees 

them, due to legal and regulatory provisions. The CVM Resolution No. 2.907 of November 29, 2001, which 

authorizes the creation and the operation of credit rights investment funds, which prescribes in Article 2, 

item I, that credit operations realized between financial institutions and credit rights investment funds, must 

take into account CVM Resolution nº 2.686 of January 26, 2000. 

This resolution prescribes, in Article 2, item III, that credit assigning made between financial institutions 

and companies that have as their excusive object the acquisition of said credits, implies in the transfer, to 

the assignor, of all contracts, titles, instruments and warranties necessary for its execution. Finally, the Civil 

Code determines, in Article 287, that the assigning of credit encompasses all its ancillaries, provided there 

are no prescriptions to the contrary. 

Contract Effectiveness against Third Parties 

As mentioned above, paragraph 1 of Article 1.361 of the Civil Code prescribes that, in order for a guarantee 

of fiduciary sale upon a vehicle to be constituted, a registry in the body that is competent for the licensing of 

the vehicle, that will be the executive traffic body of the State, Federal District, where the vehicle is licensed, 

as prescribed in Article 130 of the Brazilian Traffic Code. This body must correspond to the domicile or 

residence of the owner, as prescribed in Article 120 of the Brazilian Traffic Code. 

In order to allow for the registry’s publicity, in order to protect third parties that might acquire the asset and 

as a requisite for the efficiency of the warranty against third parties, the registry of the fiduciary alienation 

with vehicle guaranty must follow not only the respective legal requisites mentioned above, as well as the 

procedures prescribed in the CONTRAN Resolution No. 159/04. 

Page 109 of 119

Until the enactment of the Civil Code and Law No. 10.931, of August 2, 2004, it was necessary to also 

register the contract with the Registry of Deeds and Documents of the domicile of the creditor, in 

accordance with the provision of paragraph 1 of the revoked article 66 of Law No. 4.728/65. Paragraph 10 

of this same provision also provided that the guarantee of fiduciary sale upon a vehicle should record in the 

certificate of registry of the vehicle, for evidence purposes. 

With the promulgation of Law Lei nº 10.931/04, Articles 66 and 66-A of Law nº 4.728/65 were revoked, 

Article 66-B was introduced, which prescribed specific rules for fiduciary alienation of vehicles in the 

financial market, no longer mentioning the demands for registry in the Registry Office. 

As such, in view of the aforementioned Article 1.361, paragraph one of the Civil Code, in order for the 

warranty to be constituted and to produce its effects against third parties, only the registration of the 

contract in the executive traffic body of the State, Federal District, competent for the licensing of the 

vehicle, is necessary. 

Rules Edited by CONTRAN 

As stated above, CONTRAN, the highest decision-making and consulting body of the National Traffic 

System, as prescribed by Article 7, item I of the Brazilian Traffic Code, intending to standardize the 

procedures for registration of fiduciary alienation of vehicles before the executive bodies (DETRANs), 

issued Resolution No. 159/04. This Resolution prescribes that the registry of the contract of fiduciary sale 

upon vehicle is done thought the registry of its instrument, whether public or private, by means of a copy, 

microfilm or any other electronic, magnetic or optic mean, with subscription inscribed in proper book, 

being the information in this registry may be archived by means of any magnetic or electronic database, 

provided that it guarantees the safety of the information against external tampering and its maintenance. 

The aforementioned Resolution also prescribes liens, such as the notation, in the observations section of the 

vehicle registry certificate, of secured guaranty of the automotive vehicle, due to agreements with fiduciary 

alienation, reserve of full domain or pledge. The executive transit bodies, after the registry of the referred 

contracts, will make note in favor of the creditor company of the secured guaranty, in the observations 

section of the vehicle registry certificate, the existence of said lien with the identification of the respective 

creditor. 

The insertion and release of the liens can be done electronically, through electronic systems or means 

compatible with those in use by the executive traffic bodies or entities, at the creditor’s integral expense. 

The validity of the information for the inclusion and release of the lien treated above will be fully and 

exclusively the creditor’s responsibility, seeing that there are no legal requirements imposing any 

obligations of the executive bodies or entities, as prescribed in article 8 of the aforementioned Resolution. 

After the performance of the obligations by the debtor, the creditor of the secured vehicle guaranty will 

arrange, electronically, for the notification of the release of the lien before the executive traffic bodies. 

Page 110 of 119

XI. THE SELLER OF THE CREDIT RIGHTS 

Page 111 of 119

11.1. Volkswagen Financial Services 

Structure of Volkswagen Financial Services and Refinancing Profile 

Seller is a subsidiary controlled by Volkswagen Financial Service AG, which, in turn, is an affiliate 

company 100% (one hundred percent) held by Volkswagen AG and has its head office in Braunschweig, 

Germany. Volkwagen AG has two main divisions, the automotive division and the financial services 

division. The chart below explains this division: 

The company is responsible for the global coordination of the activities of the financial services of 

Volkswagen Group. Volkswagen Financial Services managers the financial services operations directly 

through affiliate companies in Europe, Asia-Pacific, North America and South America. 

The comprehension of the various products related to the financial services of Volkswagen Financial 

Services AG contributes substantially with the promotion and warranty of the sales of Volkswagen Group, 

as well to strengthen the ties between the clients and the brands of the Volkswagen Group. 

Volkswagen Financial Services AG is the greatest financial services provider in the European automotive 

industry. The chart below evidences the refinancing profile of Volkswagen Financial Services AG on 

September 26, 2011 7 . Currently, Volkswagen Financial Services AG has approximately 6,800 employees 

in the world and, approximately, 4,300 of such employees are located in Germany. 

7 Source: Volkswagen Financial Services. 

Page 112 of 119

Securitization – Driver Program 

The Fund is the 13 th public securitization of vehicle financing issued by Volkswagen Financial Services 

AG, using the structure of the already established and successful “Driver” program. 

Volkswagen Financial Services AG has already securitized its assets in Germany, the United Kingdom, 

Spain and Japan, Brazil being the latest nation in which Volkswagen Financial Services will securitize its 

assets, by means of the consolidated structure of the “Driver” program, which has the following 

characteristics: 

(i) structure of Senior/Mezzanine Quotas and Subordinate Quotas to be subscribed by the 

Seller; 

(ii) pro-rata payments, with the possibility of alteration to sequential varied payment in 

specific cases which impact the Overcollaterization Ratios of the Fund so as to protect the Senior 

Quotaholders; 

(iii) acquisition of Credit Rights following the strict Eligibility Criteria and Assignment 

Conditions; 

(iv) ratings from two (2) risk rating agencies during the entire Term of the Fund; 

(v) non-decreasing Liquidity Reserve; and 

(vii) Occurrence of Evaluation Events or of Early Liquidation Events may lead to the Early 

Liquidation of the Fund. 

The Driver structure regards for efficient and transparent communication, counting with a specialized local 

team in the “ABS Transaction” that is responsible for monitoring the quality of the information and for 

processing the data and reports. The transaction reports are transparent, detailed and available online via 

Bloomberg and on the Volkswagen Financial Services AG website (www.vwfsag.de). 

An illustrative map of the active “Driver” programs around the world can be seen bellow. 

Page 113 of 119

The charts below display the evolution of the risk ratings applicable to the securities (class B notes or 

similar ones) issued in the securitization operations of the other ‘Driver’ programs, in other nations. 

11.2. Seller History and Overview 

The Seller is a Brazilian financial institution headquartered in São Paulo, State of São Paulo, entailed to a 

global group present in several countries, namely Volkswagen Group, based on the city of Wolfsburg, 

Germany, world leader in the manufacturing of vehicles and largest car producer in Europe, holder of 21% 

of the new vehicle sales in Western Europe. 

The Seller was founded in 1956 by the Volkswagen Group and, as mentioned above, has as its final 

controlling company Volkswagen AG. The beginning of its operations date back to the year of its 

foundation, as a company of the Volkswagen Group, given that its purpose was the supply of the franchised 

Page 114 of 119

dealerships of the Volkswagen Group with the necessary financing for the purchase and maintenance of the 

vehicles’ inventory, as well as the offering to the clients of ways to purchase vehicles through financing. 

Its structure actually encompasses, not only the financial institution itself, but also Volkswagen Serviços 

Financeiros [Volkswagen Financial Services], Consórcio Nacional Volkswagen [Volkswagen National 

Consortium] and Seguros Volkswagen [Volkswagen Insurance]. It is through the gathering of all these 

companies that the Seller offers competitive and profitable financial services to the market, strengthening 

the Volkswagen Group’s business and satisfying the expectation of customers, dealerships, collaborators 

and quotaholders. 

The Seller operates in the motor vehicle business segments, besides, insurances and commercial loans, and 

traditionally possesses its portfolio comprising vehicle financings, being one of the financial institutions 

with the greatest credibility in the domestic market, recognized by its tradition, excellence, trust and 

assurance. 

Basically, the Seller is dedicated to the financing of Volkswagen vehicles and through the Volkswagen 

network (retail), besides the financing of Volkswagen dealerships (wholesale), having financed 

approximately 198.8 thousand new vehicles (including not only Vehicles, but also Volkswagen trucks and 

buses) and 29.9 thousand used models in 2010, totaling an approximate amount of R$ 7.7 billion and 

R$ 500 million, respectively. The graph below represents the Seller’s participation in the automobile 

market September of 2011 9 : 

The Seller and its controlled companies are authorized to operate with investment portfolios, credit 

portfolios, financing and investment and leasing, and currently and primarily operate within the segment of 

vehicles produced and imported by Volkswagen do Brasil Indústria de Veículos Automotores Ltda. and 

MAN Latin América Indústria e Comércio e Veículos Ltda. and Audi Brasil Distribuidoras de Veículos 

Ltda. Its operations are conducted within a group of companies in Brazil linked to Volkswagen, Man Latin 

América and Audi Brasil. 

In this sense, among the categories of products and services, one may highlight (i) wholesale credit; (ii) 

financing operations; (iii) leasing operations; (iv) motor vehicle insurances; (v) financing of parts and 

services; (vi) long-term financing of trucks and buses (BNDES Finame); (vii) extended warranty; and (viii) 

Volkswagen National Consortium. 

Adapted to the needs and profiles contemplated by its products and services, the Volkswagen Group in 

Brazil possesses the biggest Dealership Network, made up of 786 dealerships (between Volkswagen, Audi, 

trucks and cars), given that such localities are divided into seven (7) regional offices and one (1) 

sub-regional office, in which the Seller offers products for wholesale and resale credit sectors. For the end 

consumer, the Seller possesses several products, such as financing plans for the purchase of new, semi-new 

or used vehicles through Direct Consumer Credit (CDC), which financing modalities are Tailored 

Financings, Plu$ Financings and Total, leasing operations, BNDES Finame, Volkswagen Insurance (Auto 

and Financial Insurance) and the Volkswagen National Consortium, besides other special financing 

modalities, according to the target-audience’s profile. 

9 Source: Banco Volkswagen S.A. 

Page 115 of 119

Chart 1 

Net Worth 

(R$ Billion) 

Source: IFT sep/2011 

0,6 

11.3. Recent Events 

0,7 

1,2 

2006 2007 2008 2009 2010 2011* 

1,6 

1,9 

2,0 

In accordance with the diversity and quality of the products 

and services offered and as result of the expansion and 

intensification of its operations, as well as the evolution in 

vehicle sales in Brazil, the profit obtained in 2010, in Brazil, 

was of R$ 274.6 million, reaching Net Worth in the amount 

of R$ 1.9 billion in 2010 and R$ 2 billion in September 

2011. Chart 1 evidences the evolution of the Seller’s net 

equity from 2007 to 2011. 

The credit portfolio of the Seller grew twenty four percent (24%) and reached the R$ 17.5 billion mark in 

2010 and R$ 19.9 billion in September 2011, a record amount, propelled by the increase of the CDC (Direct 

Consumer Credit) operations, Finame and Floorplan, as evidenced by Chart 2 and Chart 3. On December 

2010, the CDC portfolio reached R$ 7.2 billion, grew twenty four percent 29% greater than in 2009, which 

totaled R$ 5.6 billion. Finame launched R$ 6.7 billion, a thirty eight point three percent (38.3%) growth in 

comparison with the previous year, when R$ 4.8 billion were registered, which collaborated for a growth of 

thirty three point nine percent (33.9%) in truck sales, in comparison to with previous year. 

Gráfico 2 

Evolução do Portfólio 

(R$ Bilhões) 

6.087 

7.347 

10.618 

14.076 

17.504 

19.876 

2006 2007 2008 2009 2010 2011 * 

Leasing Finame & Finame Leasing Floor Plan Total 

As to the Seller’s performance, from December 2010 until September 2011, there has been an increase of 

approximately 7% (seven percent) in the number of financing contracts involving the Seller (Chart 4). The 

total number of assets reached R$ 23.1 billion in September of 2011 (Chart 5). Furthermore, there was a 

twelve percent (12%) increase in sales of new vehicles ascertained in December 2010, allowing for an 

extremely positive performance that, in the year, registered 198,768 new financings – amongst 

Volkswagen/Audi vehicles and Volkswagen trucks and busses. Chart 6 below shows the gross results of 

the bruto das operações de intermediação financeira do Cedente até setembro de 2011. 

Chart 4 

Banco VW Sales & Market share 

(Nº Agreements) 

168.561 

132.070 

104.638 

85.560 173.727 

200.000 

180.000 

160.000 

138.953 

140.000 

120.000 

100.000 

80.000 

44,0% 

47,0% 

60.000 38,0% 

38,0% 

40,8% 

40.000 

32,0% 

20.000 

0 

2006 2007 2008 2009 2010 2011* 

100,00% 

90,00% 

80,00% 

70,00% 

60,00% 

50,00% 

40,00% 

30,00% 

20,00% 

10,00% 

0,00% 

Chart 3 

Credit And Mercantile Transactions 

(R$ Billion) 

Source: IFT set/2011 

Chart 5 

Total Assets 

(R$ Billion) 


The Seller also has a solid and conservative structure of raising investments, obtaining, in 2011, a new 

source of funding by means of the companies of the Volkswagen Group in Europe. This funding reached, in 

the year 2010, the sum of nine hundred and sixty-five million Reais (BRL 965,000,00), corresponding 

approximately to sixteen percent (16%) of the total funds raised in 2010. Chart 7 below reveals the debt 

position of the Seller as of September 2011. 

5,9 

6,0 

Page 116 of 119 

7,1 

7,3 

10,6 

12,5 

14,0 

16,6 

17,5 

20,7 

19,9 

2006 2007 2008 2009 2010 2011* 

23,1 

2006 2007 2008 2009 2010 2011*

Chart 6 

Gross Results for Financial Intermediations 

(R$ Millions) 


397,2 

518,6 497,9 

263,4 

715,9 

555,3 

2006 2007 2008 2009 2010 2011* 

Furthermore, in 2010, for the second consecutive year, the Seller obtained a Triple A (AAA) classification 

given by the rating agency Standard & Poor’s, which took into account factors such as the Seller’s asset 

quality and risk management, the operations expertise in vehicle financing and the financial support of the 

Volkswagen Group. This classification contributes to grab the attention of big investors interested in 

acquiring the Seller’s Bank Deposit Certificates (CDBs). 

In the fiscal year of 2010, in order to support its business area, the Seller invested twenty million Reais 

(BRL 20,000,000) in infrastructure, spent in the acquisition of new servers and storage equipments, as well 

as for the implementation of new procedures, as part of the restructuring of the IT platform, which will 

guaranty agility and efficiency improvements. In view of the business’ growth perspectives for the next 

years and of the growing regulatory demands, the Seller plans additional investments of sixty million Reais 

(BRL 60,000,000) in IT servers and procedures for 2011 through to 2015. 

Technology investments are important for they sustain the business’ growth by allowing for greater security, 

higher stability and performance of the operations, enhancing of financial and administrative control, 

optimization of procedures and approval of the operations, better client treatment and of the dealerships’ 

sales department, amongst other benefits. 

11.4. General Characteristics of its Business 

Chart 7 

Fonte: IFT set/2011 

BNDES; 42% 

As mentioned above, the Seller has a regional performance structure model, which allows it to have a 

competitive performance in the major markets, since it develops the products in accordance with the 

specificities of each market. The Seller acts together with Volkswagen dealerships around the country since 

it allows the Seller to identify the demands of differently profiled clients, so as to be considered the first 

option in financial services. 

In addition, the Seller adopts a series of differentiated practices, beyond what is normally required by the 

regulatory environment of Brazil. The Seller follows the German corporative governance code Kodex, the 

Basel II Agreement published by the Bank of International Settlements (BIS) and recommendations from 

institutions such as the Brazilian Banking Federation (FEBRABAN) and the Brazilian Institute of 

Corporative Governance (IBCG). In the former, the Seller has the status of associated sponsoring member, 

a title given to companies identified by the referred institute as belonging to a select group of companies 

that have undertaken good governance covenants. 

In 2010, the Seller even created its own model of corporative governance in order to adopt the best practices, 

which generated, an improvement in the rendering of accounts and in the form of communicating with the 

market, the consolidation of trust with the head office and agility in project approval, the maintaining of 

equilibrium amongst the stakeholders’ interests, a reduction in risk perception and, subsequently, capital 

cost, an obtaining of better organization performance indicators, greater competitiveness and sustainability, 

and others. 

In order to attain the strategic objectives and the adequate managing of risks, the risk structure of the Seller 

is aligned with the guidelines provided by Volkswagen Financial Services AG, to the requirements of the 

Basel II Agreement and to the demands of the National Monetary Counsel (CMN). 

Page 117 of 119 

Interbank Loan; 

18% 

Subordinated 

Debt; 7% Medium Term 

Notes; 8% 

Equity (Local); 

10% 

Certificates of 

Deposits; 15%

Risk management is performed by the Seller’s board responsible for the financial and administrative sector, 

which is responsible for controlling and monitoring market, operational and credit risks, in accordance with 

corporative and regulatory bodies’ norms. 

11.5. Share Capital Structure 

The Seller is a closely held stock corporation indirectly controlled by Volkswagen Group AG, having as 

and has as its main shareholders, Volkswagen Participações Ltda. and Sr. Eduardo de Azevedo Barros. The 

Seller’s share capital is currently of R$ 1,307,882,519.79, with 312,956,418 ON shares, given that ninety 

nine point nine percent (99.99%) of the shares are held by Volkswagen Participações Ltda. 

The corporate structure of the Seller is described below: 

The Seller has its head offices and jurisdiction of the courts sitting in the City of São Paulo, State of São 

Paulo, at Rua Volkswagen, 291, Jabaquara, São Paulo – SP, Zip Code 04344-020 and has indefinite 

duration. Seller’s fiscal year starts on January 1 st and terminates on December 31 of each year. 

According to Law no. 6.404/76, each member of the Seller’s Board of Directors must be domiciled in 

Brazil, regardless of being a quotaholder or not. The business address of the Board of Directors’ members is 

Rua Volkswagen, 291, Jabaquara, São Paulo – SP, CEP [ZIP CODE] 04344-020. 

Currently Banco Volkswagen’s Board of Directors comprises the following members: 

(i) Décio Carbonari de Almeida – CEO; 

(ii) Rafael Vieira Teixeira – Managing Officer; and 

(iii) Luiz Roberto Parenti Amato – Officer. 

The Seller also possesses an Auditing Committee formed by Mr. Holger Buenning, Mr. Décio Carbonari de 

Almeida, Mr. Eduardo de Azevedo Barros, Mr. Norberto Valdrigues and Rafael Vieira Teixeira, given that 

Mr. Holger Buenning is the President and the others are members of the Committee. 

Page 118 of 119

As to the Ombudsman Office, the Seller, according to the Meeting of its Board of Directors, started to share, 

since May 27, 2011, the Ombudsman Office structure with Volkswagen National Consortium. Mrs. Katia 

Cristina Botelho Neto that had already been elected as the Ombudswoman of the Seller, replacing Mrs. 

Renata Cristina de Souza Batesoco, on September 11, 2009, is now also the Ombudswoman of the 

Volkswagen National Consortium. 

11.6. Risk Management and Control 

The Seller maintains a risk management and control structure, in accordance with CMN regulations, given 

that the department responsible for risk management and control bear the following essential functions: 

(i) Identification of risks inherent to the Seller’s operations, including Vehicle financing 

operations; 

(ii) definition of the measuring and systematic follow-up methodology; 

(iii) independent accompaniment of the operations; 

(iv) evaluation of the Seller’s degree of exposal, assuring that the established limits are 

respected; and 

(v) communication of the results to the high administration. 

The Risks Department of the Seller is deemed the link between the business and support areas, the high 

administration and the regulatory environment, reducing the exposal to risks, assisting in the identification 

and management of operational risk generating factors in the Seller’s processes, providing consultancy in 

the definition of procedures for the continuous monitoring and adherence of the operational activities to the 

policies, laws and regulations in effect, as well as the management of the risks exposal degree, reducing and 

optimizing the resources to support unpredicted incidents. 

The Operational Risks Management purposes to reduce the allocation of capital and mitigate operational 

risks through the implementation of action plans derived from mapped processes and risk assessment. 

All the collaborators and employees of the Seller undergo training at the time they enter the Seller’s 

structure, which includes the following concepts: (i) risks and operational risks management; (ii) mission 

and vision of Operational Risks Department, responsible for the monitoring and analysis of such risks; (iii) 

Operational Risks Management at the Seller and structure for the Seller’s Departments; (iv) involvement of 

different areas in the Operational Risks Management; and (v) communication means used by the 

Operational Risks area. 

The periodic training of the collaborators and of the members of the Seller’s Executive Board and Board of 

Directors about Operational Risks and Compliance plays a vital role in the dissemination and importance of 

the Seller’s risk prevention culture. 

Also, in order for the risk management to be effective, accompaniment reports for the monitoring of the 

risks are presented in the Operational Risks Committee and Compliance, purposing to define if the risk 

must be avoided, transferred to another situation, reduced or accepted, according to the Seller’s strategy – 

so to later design the action plan. 

The Seller presents management structure and Operational Risk control, Credit Risk, Market Risk and 

Liquidity Risk, duly implemented and in conformity with the regulations in effect of the National Financial 

System. 

Operational Risk 

Page 119 of 119

Its concept is the possibility of occurrence of losses resultant from failures, deficiencies or non-adaptation 

of the internal processes, personnel and systems, or derived from external events, congruent with what is 

disposed on CMN Resolution 3380, dated June 29, 2006. 

In Vehicle financing operations, the Seller is subject to this risk in case of non-receiving of the amounts to 

be paid by the Borrowers, due to operational errors in the process. 

Credit Risk 

In accordance with CMN Resolution nº 3.721, dated April 30, 2009, it is the possibility of occurrence of 

losses linked to the non-compliance by the borrower or counterpart of their respective financial obligations 

regarding the terms agreed upon, to the devaluation of the credit contract derived from the downgrading of 

the risk rating of the borrower, to the reduction of gains and compensations, to the advantages granted in the 

renegotiation and to the recovery costs. 

The Seller will be subject to this risk in case the Borrowers do not make the payments of the financing 

installments and, thus, become defaulters as to the financial obligations contained of the Bank Credit 

Certificates. 

Market Risk 

It is the possibility of occurrence of losses resulting from the fluctuation in market values of positions held 

by the financial institution, according to CMN Resolution 3464, dated June 26, 2007. 

The unexpected and abrupt increase in the funding cost, generating increases in the interest rates practiced 

by the Seller in the vehicle financing operations renders the Seller less competitive in comparison to other 

financial institution with vehicle financing portfolios and, thus, subjected to Market Risk. 

Liquidity Risk 

As to what is established on CMN Resolution 2804, dated December 21, 2000, there is the possibility of 

losses linked to the unchaining of passive and active financial flows and their impacts upon the Seller’s 

financial capacity to obtain assets and honor its obligations. 

The Seller is subject to this risk in case of failures in the internal controls and liquidity risk monitoring 

policies. 

11.7. Other Information 

Other public information about the Seller may be obtained in the following website: 

http://www.bancovw.com.br/bancovw/. 

Page 120 of 119

XII. BORROWERS OF THE CREDIT RIGHTS 

Page 121 of 119

12.1. Main Characteristics of the Borrowers of the Credit Rights 

The Borrowers of the Sold Eligible Credit Rights are individuals or legal entities that finance the 

acquisition of Vehicles before the Seller, in the form of Credit to the Consumers. 

12.2. Information on Borrowers Responsible for Payment of more than 10% of the 

Receivables 

There are no Borrowers responsible for ten percent (10%) or more of the Eligible Credit Rights that will 

comprise the Fund’s portfolio. 

Page 122 of 119

XIII. FINANCIAL STATEMENTS OF THE LAST FISCAL YEAR, QUARTERLY INFORMATION AND 

SUBSEQUENT EVENTS 

Please refer to Exhibit G to the present Prospectus. 

Page 123 of 119

EXHIBITS 

Exhibit A – Copy of the Bylaws of the Fund 

Exhibit B – Copy of the Assignment Agreement and its First Amendment 

Exhibit C – Supplements for the Issuance of Senior Quotas and Mezzanine Quotas 

Exhibit D – Risk Rating Report 

Exhibit E –Lead Coordinator Statement 

Exhibit F – Independent Auditor’s Report 

Exhibit G – Seller’s Financial Statements 

Exhibit H – Weighted Average Life of the Quotas and Hypothetical Payment Scenarios 

Exhibit I – Credit Rights Pool and Historical Performance of the Credit Rights of the Seller 

Page 124 of 119

__________________________________ 

EXHIBIT A 

COPY OF THE BYLAWS OF THE FUND 

__________________________________

__________________________________ 

EXHIBIT B 

COPY OF THE ASSIGNMENT AGREEMENT 

__________________________________

__________________________________ 

EXHIBIT C 

SUPPLEMENTS FOR THE ISSUANCE OF SENIOR QUOTAS AND MEZZANINE QUOTAS 

__________________________________

__________________________________ 

EXHIBIT D 

RATING RATING REPORT 

__________________________________

__________________________________ 

EXHIBIT E 

LEAD COORDINATOR STATEMENT 

__________________________________

__________________________________ 

EXHIBIT F 

INDEPENDENT AUDITORS REPORT 

__________________________________

__________________________________ 

EXHIBIT G 

SELLER’S FINANCIAL STATEMENTS 

__________________________________

__________________________________ 

EXHIBIT H 

WEIGHTED AVERAGE LIFE OF THE QUOTAS AND HYPOTHETICAL PAYMENT SCENARIOS 

__________________________________ 

This exhibit includes projections and estimates on the performance of the Fund. These projections and 

estimates were elaborated based on hypothetical data and take into account different hypothetical scenarios 

in which the Fund may operate, which may affect the result of the operations, the margins and the cash flow 

of the Fund, and, as such, the amortization conditions and the redemption of the Quotas. 

Even though we believe that the estimates and declarations set in this Exhibit are based on reasonable 

premises, we highlight the fact that these projections and estimates are subject to different risks and 

uncertainties and may be influenced by multiple factors, such as the risk factors set in section “IV. Risk 

Factors of this Prospectus. 

We can not assure that we will update or revise any of these projections and estimates due to the availability 

of new information, future events or any other factors. These projections and estimates are not a guarantee 

for the results or performance of the Fund and the future results or performance of the Fund may be 

substantially different than the projections and estimates set herein. 

In view of the risks and uncertainties involved in the Fund’s transactions, the projections and estimates may 

not even occur and, still, the future results and performance of the Fund may diverge substantially from 

those set herein. Due to these uncertainties and risks, the investor should not base himself on the projections 

and estimates shown below in order to decide on investing in the Fund. 

Weighted Average Life of the Quotas 

Weighted average life of the Quotas refers to the average amount of time that will elapse (on a 30/360 basis) 

from the Issuance Date of the Quotas to the Payment Date to the Quotaholders (assuming no losses). The 

weighted average life of the Quotas will be influenced by, amongst other things, the rate at which the Sold 

Eligible Credit Rights are paid, which may be in the form of scheduled amortizations, prepayments or 

liquidations. 

The following table is prepared on the basis of certain assumptions, as described below, regarding the 

weighted average characteristics of the Sold Eligible Credit Rights and the performance thereof. 

The table assumes, among other things, that: 

(a) the Sold Eligible Credit Rights are subject to an annual fee of prepayment, as indicated in 

the "CPR"; 

(b) the Sold Eligible Credit Rights are totally paid (there are no losses or defaults); 

(c) no Sold Eligible Credit Right is repurchased by the Seller; 

(d) all the Quotas are issued on the hypothetical Issuance Date of May 3, 2012; 

(e) the hypothetical Payment Date is that of the 4 th Business Day of each month; 

(f) the Clean-up call is exercised; 

(g) the initial balance of each class of Quotas is equal to the par value indicated in the cover of 

this Prospectus;

(h) the hypothetical Discount Rate is of 15% each year and the monthly payments of the 

Principal Balance are discounted retroactively up to the preliminary cutting date of April 

30, 2012; and 

(i) the hypothetical interest rate of the Senior Quotas and the Mezzanine Quotas, as prescribed 

in the Swap Agreement, is of 12.75% and 14.50%, respectively. 

As such, the approximate average life of the Quotas, at various assumed rates of prepayments of the Sold 

Eligible Credit Rights, would be as follows: 

CPR 

Average 

Weighed 

Term 

Senior Quotas Mezzanine Quotas 

1st Principal 

Balance Payment 

(in months) 

Expected Maturity 

Date 

Average 

Weighed 

Term 

1st Principal 

Balance 

Payment (in 

months) 

Expected 

Maturity Date 

0.0% 1.56 June 2012 October 2015 1.96 December 2012 October 2015 

5.0% 1.47 June 2012 September 2015 1.85 December 2012 September 2015 

7.5% 1.42 June 2012 August 2015 1.79 November 2012 August 2015 

10.0% 1.38 June 2012 July 2015 1.74 November 2012 July 2015 

15.0% 1.30 June 2012 June 2015 1.64 October 2012 June 2015 

20.0% 1.22 June 2012 April 2015 1.53 October 2012 April 2015 

25.0% 1.14 June 2012 February 2015 1.43 October 2012 February 2015 

Hypothetical Payment Scenarios for the Cash Flow for the Amortization of Quotas 

Notwithstanding the assumptions above, the hypothetical payment scenarios relating to the cash flow for 

the amortization of Quotas of the Fund have been prepared taking into consideration specific assumptions 

(as described below) and should not be considered as a fixed parameter for the amortization of the Quotas 

of the Fund. Therefore, the real cash flow for the amortization of the Quotas of the Fund may differ from the 

description below. 

Detailed Cash Flow 

Period 

Senior Quota 

Principal 

1 st Hypothetical Scenario– Indicative Cashflow 1 

Mezzanine Quota 

Principal 

Senior Quota 

Principal Payment 

Mezanine Quota 

Principal Payment 

Target Senior 

Overcollateralization 

Ratio 

Target Mezzanine 

Overcollateralization 

Ratio 

Maturity 875,000,000 55,000,000 0 0 12.50% 7.00% 

jun-12 833,336,971 55,000,000 41,663,029 0 13.16% 7.42% 

jul-12 789,376,229 55,000,000 43,960,742 0 14.01% 8.02% 

aug-12 746,841,954 55,000,000 42,534,275 0 14.83% 8.56% 

sep-12 707,278,254 55,000,000 39,563,700 0 15.50% 8.93% 

oct-12 674,733,420 55,000,000 32,544,834 0 15.50% 8.61% 

nov-12 643,402,657 53,299,628 31,330,763 1,700,372 15.50% 8.50% 

dec-12 610,193,982 50,548,614 33,208,674 2,751,014 15.50% 8.50% 

jan-13 577,978,620 47,879,886 32,215,363 2,668,728 15.50% 8.50% 

feb-13 547,123,421 45,323,834 30,855,199 2,556,052 15.50% 8.50% 

mar-13 517,517,160 42,871,244 29,606,261 2,452,590 15.50% 8.50% 

apr-13 488,915,640 40,501,887 28,601,520 2,369,357 15.50% 8.50% 

may-13 461,482,103 38,229,287 27,433,537 2,272,601 15.50% 8.50%

jun-13 435,005,065 36,035,923 26,477,038 2,193,364 15.50% 8.50% 

jul-13 409,393,101 33,914,221 25,611,964 2,121,701 15.50% 8.50% 

aug-13 384,888,685 31,884,270 24,504,416 2,029,952 15.50% 8.50% 

sep-13 361,584,117 29,953,714 23,304,568 1,930,556 15.50% 8.50% 

oct-13 339,076,713 28,089,195 22,507,404 1,864,519 15.50% 8.50% 

nov-13 317,882,819 26,333,488 21,193,894 1,755,707 15.50% 8.50% 

dec-13 297,653,758 24,657,708 20,229,062 1,675,780 15.50% 8.50% 

jan-14 278,045,004 23,033,314 19,608,754 1,624,394 15.50% 8.50% 

feb-14 259,589,209 21,504,432 18,455,795 1,528,882 15.50% 8.50% 

mar-14 241,967,806 20,044,670 17,621,403 1,459,761 15.50% 8.50% 

apr-14 225,216,744 18,657,008 16,751,062 1,387,662 15.50% 8.50% 

may-14 209,149,773 17,326,017 16,066,971 1,330,992 15.50% 8.50% 

jun-14 193,804,654 16,054,823 15,345,118 1,271,193 15.50% 8.50% 

jul-14 178,964,007 14,825,421 14,840,647 1,229,403 15.50% 8.50% 

aug-14 164,912,981 13,661,430 14,051,026 1,163,990 15.50% 8.50% 

sep-14 151,664,203 12,563,898 13,248,779 1,097,532 15.50% 8.50% 

oct-14 139,290,511 11,538,859 12,373,692 1,025,040 15.50% 8.50% 

nov-14 127,560,502 10,567,142 11,730,009 971,717 15.50% 8.50% 

dec-14 116,432,655 9,645,309 11,127,847 921,834 15.50% 8.50% 

jan-15 105,981,590 8,779,540 10,451,065 865,769 15.50% 8.50% 

feb-15 96,203,145 7,969,491 9,778,445 810,049 15.50% 8.50% 

mar-15 86,990,635 7,089,600 9,212,510 879,891 15.70% 8.83% 

apr-15 77,050,368 7,089,600 9,940,267 0 17.45% 9.85% 

may-15 67,520,510 7,089,600 9,529,857 0 19.78% 11.36% 

jun-15 0 0 67,520,510 7,089,600 

Summary 

1.000.000.000 

800.000.000 

Nocional 

600.000.000 

400.000.000 

200.000.000 

25% 

20% 

0 

15% 

Target Overcollateralization Ratio 

10% 

5% 

Maturity jun-12 jul-12 aug-12 sep-12 oct-12 nov-12 dec-1 

2 jan-13 feb-13 mar-13 apr-13 may-13 jun-13 jul-13 aug-13 sep-13 oct-13 nov-13 dec-1 


4 jan-15 feb-15 mar-15 apr-15 may-15 jun-15 

* Assumptions for this 1 st Scenario: 

Senior Quotas’ Principal Mezzanine Quotas’ Principal 

Evolution of the Notional Value of the Quotas 

0% 

Maturity aug-12 nov-12 feb-13 may-13 aug-13 nov-13 feb-14 may-14 aug-14 nov-14 feb-15 may-15 

Target Senior Overcollateralization Ratio Target Mezzanine Overcollateralization Ratio 

Evolution of the Target Overcollateralization Ratio

(a) the Sold Eligible Credit Rights are subject to an annual fee of prepayment, of 12% of the "CPR"; 

(b) the Sold Eligible Credit Rights reveal a net loss of 2.28% during the Duration Term; 





(g) the initial balance of each class of Quotas is equal to the par value indicated in the cover of this 

Prospectus; 

(h) the hypothetical Discount Rate is of 15% each year and the monthly payments of the Principal are 

discounted retroactively up to the preliminary cut off date of April 30, 2012; and 

(i) the hypothetical interest rate of the Senior Quotas and the Mezzanine Quotas, as prescribed in the Swap 

Agreement, is of 12.75% and 14.50%, respectively. 


Period Senior Quota Principal 

2 nd Hypothetical Scenario– Indicative Cashflow 2 


Principal 

Senior Quota Principal 

Payment 

Mezanine Quota Principal 

Payment 

Maturity 875,000,000 55,000,000 0 0 

jun-12 843,617,587 55,000,000 31,382,413 0 

jul-12 808,953,192 55,000,000 34,664,395 0 

aug-12 774,744,753 55,000,000 34,208,439 0 

sep-12 740,594,144 55,000,000 34,150,609 0 

oct-12 710,434,399 55,000,000 30,159,744 0 

nov-12 684,071,319 55,000,000 26,363,080 0 

dec-12 657,907,716 54,501,231 26,163,603 498,769 

jan-13 632,041,807 52,358,493 25,865,909 2,142,738 

feb-13 606,587,464 50,249,849 25,454,343 2,108,644 

mar-13 581,716,102 48,189,500 24,871,362 2,060,350 

apr-13 557,403,651 46,175,450 24,312,451 2,014,049 

may-13 533,499,424 44,195,219 23,904,226 1,980,232 

jun-13 509,913,339 42,241,342 23,586,085 1,953,877 

jul-13 486,553,621 40,306,217 23,359,718 1,935,125 

aug-13 463,901,586 38,429,717 22,652,035 1,876,500 

sep-13 441,862,679 36,604,009 22,038,908 1,825,708 

oct-13 420,440,889 34,829,423 21,421,790 1,774,586 

nov-13 399,755,110 33,115,808 20,685,779 1,713,615 

dec-13 379,488,658 31,436,930 20,266,452 1,678,878 

jan-14 359,718,139 29,799,136 19,770,519 1,637,794 

feb-14 340,460,450 28,203,824 19,257,690 1,595,312 

mar-14 321,845,889 26,661,790 18,614,560 1,542,035 

apr-14 303,887,549 25,174,116 17,958,340 1,487,673 

may-14 286,244,501 23,712,562 17,643,048 1,461,554 

jun-14 268,904,856 22,276,142 17,339,645 1,436,420 

jul-14 251,738,236 20,854,055 17,166,620 1,422,087 

aug-14 235,206,449 19,484,558 16,531,787 1,369,497 

sep-14 219,292,495 18,166,242 15,913,954 1,318,316 

oct-14 204,000,634 16,899,461 15,291,861 1,266,781 

nov-14 189,382,339 15,688,478 14,618,295 1,210,983 

dec-14 175,270,075 14,519,415 14,112,264 1,169,063

jan-15 161,694,684 13,394,826 13,575,391 1,124,589 

feb-15 148,803,705 12,326,934 12,890,978 1,067,892 

mar-15 136,596,951 11,315,724 12,206,755 1,011,210 

apr-15 125,238,964 10,374,825 11,357,986 940,898 

may-15 114,329,670 9,471,097 10,909,295 903,729 

jun-15 103,646,123 8,586,069 10,683,546 885,028 

jul-15 93,192,488 7,720,088 10,453,636 865,982 

aug-15 81,320,988 7,720,088 11,871,500 0 

sep-15 70,052,531 7,720,088 11,268,457 0 

oct-15 0 0 70,052,531 7,720,088 

Summary 

1.000.000.000 

800.000.000 

Nocional 

600.000.000 

400.000.000 

200.000.000 

0 

Maturity jul-12 sep-12 nov-12 jan-13 mar-13 may-13 jul-13 sep-13 nov-13 jan-14 mar-14 may-14 jul-14 sep-14 nov-14 jan-15 mar-15 may-15 jul-15 sep-15 

* Assumptions for this 2 nd Scenario: 




(b) the Sold Eligible Credit Rights reveal a net loss of 0% during the Duration Term; 






Prospectus; 




Agreement, is of 12.75% and 14.50%, respectively.


Period 

3 rd Hypothetical Scenario– Indicative Cashflow 3* 

Senior Quota 

Principal Mezzanine Quota Principal 

Senior Quota Principal 

Payment 


Payment 

Maturity 875,000,000 55,000,000 0 0 

jun-12 830,566,326 55,000,000 44,433,674 0 

jul-12 783,906,505 55,000,000 46,659,821 0 

aug-12 738,734,965 55,000,000 45,171,540 0 

sep-12 698,447,410 55,000,000 40,287,555 0 

oct-12 663,919,158 54,999,220 34,528,252 780 

nov-12 630,682,594 52,245,895 33,236,564 2,753,325 

dec-12 598,401,518 49,571,723 32,281,076 2,674,172 

jan-13 567,141,930 46,982,172 31,259,588 2,589,552 

feb-13 536,979,400 44,483,501 30,162,530 2,498,671 

mar-13 508,034,871 42,085,729 28,944,528 2,397,772 

apr-13 480,253,447 39,784,309 27,781,424 2,301,420 

may-13 453,474,511 37,565,936 26,778,936 2,218,373 

jun-13 427,595,910 35,422,146 25,878,600 2,143,789 

jul-13 402,518,756 33,344,749 25,077,154 2,077,397 

aug-13 378,616,481 31,364,679 23,902,275 1,980,070 

sep-13 355,778,109 29,472,743 22,838,372 1,891,936 

oct-13 333,975,870 27,666,640 21,802,239 1,806,103 

nov-13 313,272,601 25,951,576 20,703,270 1,715,064 

dec-13 293,390,085 24,304,504 19,882,516 1,647,072 

jan-14 274,364,056 22,728,383 19,026,029 1,576,121 

feb-14 256,182,694 21,222,235 18,181,362 1,506,148 

mar-14 238,918,253 19,792,045 17,264,441 1,430,190 

apr-14 222,552,519 18,436,303 16,365,734 1,355,741 

may-14 206,811,652 17,132,326 15,740,867 1,303,977 

jun-14 191,670,264 15,878,010 15,141,388 1,254,316 

jul-14 177,020,484 14,664,419 14,649,780 1,213,591 

aug-14 163,170,562 13,517,088 13,849,922 1,147,331 

sep-14 150,084,069 12,433,000 13,086,492 1,084,088 

oct-14 137,740,161 11,410,428 12,343,908 1,022,572 

nov-14 126,149,865 10,450,285 11,590,296 960,143 

dec-14 115,179,007 9,541,456 10,970,858 908,828 

jan-15 104,828,541 8,684,021 10,350,466 857,435 

feb-15 95,173,445 7,884,191 9,655,096 799,830 

mar-15 85,796,236 7,089,600 9,377,209 794,591 

apr-15 75,861,628 7,089,600 9,934,608 0 

may-15 66,421,933 7,089,600 9,439,695 0 

jun-15 0 0 66,421,933 7,089,600 

Summary

1.000.000.000 

800.000.000 

Nocional 

600.000.000 

* Assumptions for this 3 rd Scenario: 


(b) the Sold Eligible Credit Rights reveal a net loss of 0% during the Duration Term; 






Prospectus; 






Period 

400.000.000 

200.000.000 

0 

Maturity jun-12 jul-12 aug-12 sep-12 oct-12 nov-12 dec-1 



4 jan-15 feb-15 mar-15 apr-15 may-15 jun-15 

Senior Quota 

Principal 


4 th Hypothetical Scenario– Indicative Cashflow 4* 


Principal Senior Quota Principal Payment 



Payment 

Maturity 875,000,000 55,000,000 0 0 

jun-12 827,704,550 55,000,000 47,295,450 0 

jul-12 779,366,455 55,000,000 48,338,095 0 

aug-12 733,669,546 55,000,000 45,696,909 0 

sep-12 693,698,766 55,000,000 39,970,780 0 

oct-12 659,784,865 54,656,734 33,913,900 343,266 

nov-12 627,790,396 52,006,305 31,994,470 2,650,429 

dec-12 590,650,423 52,006,305 37,139,973 0 

jan-13 556,137,780 52,006,305 34,512,643 0 

feb-13 523,165,352 52,006,305 32,972,428 0 

mar-13 491,847,830 52,006,305 31,317,522 0 

apr-13 462,635,962 52,006,305 29,211,868 0 

may-13 435,910,845 52,006,305 26,725,117 0 

jun-13 405,742,695 52,006,305 30,168,150 0 

jul-13 376,206,985 52,006,305 29,535,710 0 

aug-13 349,679,168 52,006,305 26,527,816 0 

sep-13 324,409,678 52,006,305 25,269,490 0 

oct-13 300,359,245 52,006,305 24,050,434 0

nov-13 278,588,495 52,006,305 21,770,750 0 

dec-13 257,784,295 52,006,305 20,804,200 0 

jan-14 238,681,053 52,006,305 19,103,242 0 

feb-14 220,329,220 52,006,305 18,351,834 0 

mar-14 203,580,292 52,006,305 16,748,927 0 

apr-14 187,078,181 52,006,305 16,502,111 0 

may-14 172,300,896 52,006,305 14,777,285 0 

jun-14 158,269,215 52,006,305 14,031,681 0 

jul-14 144,656,822 52,006,305 13,612,393 0 

aug-14 132,580,525 52,006,305 12,076,297 0 

sep-14 121,066,495 52,006,305 11,514,029 0 

oct-14 110,435,342 52,006,305 10,631,153 0 

nov-14 100,652,700 52,006,305 9,782,642 0 

dec-14 91,563,860 52,006,305 9,088,840 0 

jan-15 83,307,334 52,006,305 8,256,527 0 

feb-15 75,556,708 52,006,305 7,750,626 0 

mar-15 68,469,399 52,006,305 7,087,309 0 

apr-15 62,325,097 52,006,305 6,144,302 0 

may-15 56,456,839 52,006,305 5,868,258 0 

jun-15 50,905,963 52,006,305 5,550,876 0 

jul-15 45,781,623 52,006,305 5,124,340 0 

aug-15 41,097,610 52,006,305 4,684,013 0 

sep-15 36,914,123 52,006,305 4,183,487 0 

oct-15 33,069,759 52,006,305 3,844,364 0 

nov-15 29,730,078 52,006,305 3,339,681 0 

dec-15 26,627,182 52,006,305 3,102,896 0 

jan-16 13,876,486 52,006,305 12,750,697 0 

feb-16 11,422,640 52,006,305 2,453,845 0 

mar-16 9,288,592 52,006,305 2,134,048 0 

apr-16 7,524,407 52,006,305 1,764,185 0 

may-16 5,974,517 52,006,305 1,549,891 0 

jun-16 4,637,307 52,006,305 1,337,210 0 

jul-16 3,463,802 52,006,305 1,173,505 0 

aug-16 2,567,092 52,006,305 896,710 0 

sep-16 1,860,564 52,006,305 706,528 0 

oct-16 1,263,671 52,006,305 596,893 0 

nov-16 765,999 52,006,305 497,672 0 

dec-16 369,236 52,006,305 396,763 0 

jan-17 43,868 52,006,305 325,368 0 

feb-17 0 51,873,285 43,868 133,020 

Summary

1.000.000.000 

800.000.000 

Nocional 600.000.000 

400.000.000 

200.000.000 

0 

Maturity oct-12 mar-13 aug-13 jan-14 jun-14 nov-14 apr-15 sep-15 feb-1 

6 


* Assumptions for this 4 th Scenario: 






(f) the Clean-up call is not exercised; 


Prospectus; 






Period Senior Quota Principal 

5 th Hypothetical Scenario – Indicative Cashflow 5* 


Principal Senior Quota Principal Payment 


jul-16 dec-1 

6 


Payment 

Maturity 875,000,000 55,000,000 0 0 

jun-12 830,001,460 55,000,000 44,998,540 0 

jul-12 783,396,847 55,000,000 46,604,613 0 

aug-12 738,892,976 55,000,000 44,503,871 0 

sep-12 699,027,466 55,000,000 39,865,510 0 

oct-12 665,555,666 55,000,000 33,471,800 0 

nov-12 633,699,151 52,495,788 31,856,515 2,504,212 

dec-12 596,079,950 52,495,788 37,619,201 0 

jan-13 560,765,693 52,495,788 35,314,257 0 

feb-13 526,699,628 52,495,788 34,066,065 0 

mar-13 494,022,780 52,495,788 32,676,849 0 

apr-13 463,232,393 52,495,788 30,790,386 0 

may-13 434,693,542 52,495,788 28,538,851 0 

jun-13 403,282,823 52,495,788 31,410,719 0 

jul-13 372,819,547 52,495,788 30,463,276 0 

aug-13 345,181,347 52,495,788 27,638,201 0 

sep-13 318,640,880 52,495,788 26,540,467 0 

oct-13 293,221,019 52,495,788 25,419,861 0 

nov-13 269,988,528 52,495,788 23,232,491 0 

dec-13 247,541,405 52,495,788 22,447,123 0

jan-14 226,761,523 52,495,788 20,779,882 0 

feb-14 206,701,380 52,495,788 20,060,143 0 

mar-14 188,177,749 52,495,788 18,523,631 0 

apr-14 169,882,858 52,495,788 18,294,891 0 

may-14 153,312,914 52,495,788 16,569,944 0 

jun-14 137,421,242 52,495,788 15,891,672 0 

jul-14 121,945,315 52,495,788 15,475,927 0 

aug-14 108,039,984 52,495,788 13,905,330 0 

sep-14 94,701,632 52,495,788 13,338,353 0 

oct-14 82,327,445 52,495,788 12,374,187 0 

nov-14 70,838,966 52,495,788 11,488,479 0 

dec-14 60,048,246 52,495,788 10,790,720 0 

jan-15 50,196,826 52,495,788 9,851,420 0 

feb-15 40,891,158 52,495,788 9,305,668 0 

mar-15 32,307,649 52,495,788 8,583,510 0 

apr-15 24,803,148 52,495,788 7,504,501 0 

may-15 17,610,244 52,495,788 7,192,903 0 

jun-15 10,762,056 52,495,788 6,848,188 0 

jul-15 4,386,428 52,495,788 6,375,628 0 

aug-15 0 51,036,492 4,386,428 1,459,296 

sep-15 0 45,748,775 0 5,287,716 

oct-15 0 40,880,104 0 4,868,671 

nov-15 0 36,598,765 0 4,281,339 

dec-15 0 32,603,023 0 3,995,742 

jan-16 0 29,045,768 0 3,557,255 

feb-16 0 15,849,451 0 13,196,317 

mar-16 0 13,026,882 0 2,822,569 

apr-16 0 10,681,836 0 2,345,046 

may-16 0 8,599,978 0 2,081,858 

jun-16 0 6,779,654 0 1,820,325 

jul-16 0 5,183,141 0 1,596,513 

aug-16 0 3,964,433 0 1,218,708 

sep-16 0 2,985,797 0 978,636 

oct-16 0 2,156,834 0 828,964 

nov-16 0 1,451,388 0 705,446 

dec-16 0 882,867 0 568,521 

jan-17 0 428,357 0 454,510 

feb-17 0 102,303 0 326,054 

mar-17 0 0 0 102,303 

Summary

1.000.000.000 

800.000.000 

Nocional 600.000.000 

400.000.000 

200.000.000 

0 

Maturity oct-12 mar-13 aug-13 jan-14 jun-14 nov-14 apr-15 sep-15 feb-1 

6 


* Assumptions for this 5 th Scenario: 


jul-16 dec-1 

6 

(a) the Sold Eligible Credit Rights are subject to an annual fee of prepayment, of 15,6% of the "CPR"; 





(f) the Clean-up call is not exercised; 


Prospectus; 




Agreement, is of 12.75% and 14.50%, respectively.

__________________________________ 

EXHIBIT I 

CREDIT RIGHTS POOL AND HISTORICAL PERFORMANCE OF THE CREDIT RIGHTS OF THE SELLER 

__________________________________ 

Credit Rights Pool 

The features indicated in this Exhibit are bases in the Eligible Credit Rights portfolio of the Seller of 

October 31, 2011, and have the following features: 

Outstanding Principal Discounted Balance R$ 1,000,006,444.63 

55,465 

Amount of CCBs 

R$ 18,029.50 

Average amount of the Principal Discounted Balance by CCB 

0.1846% 

Representation of the 20 main Borrowers in the Principal Discounted Balance of 

the Sold Eligible Credit Rights at the Purchase Date 

48 installments 

Original weighted average life 

18.93% 

Weighted average of the interest rates 


Weighted average life of seasoning 


Remaining weighted average life 

89.36%; 8.52% and 2.11% 

Concentration of new, young used and used vehicles 

86.91% individuals 

Concentration by type of client 

94.76% of the Brands of 

Concentration by brand of the vehicles which financing will compose the the Volkswagen group 

portfolio 

98.34% and 1.66% 

Total amortization and balance 

1. Make: New and Used Cars 

Audi 

New or Used Cars 

Number of 

Loans 

Percentage of 

Loans 

(%) 

Outstanding Discounted 

Principal Balance 

(R$) 

Percentage of 

Balance 

(%) 

Original Undiscounted 


Current Undiscounted 


New Cars 45 71% R$ 1.828.168,45 86% R$ 3.491.283,24 R$ 2.093.240,46 

Young Used 6 10% R$ 129.951,67 6% R$ 309.598,80 R$ 147.169,12 

Used Cars 12 19,05% R$ 155.463,07 7,36% R$ 281.306,88 R$ 188.307,93 

Total 63 100,00% R$ 2.113.583,19 100,00% R$ 4.082.188,92 R$ 2.428.717,51

Seat 


Number of 

Loans 

Percentage of 

Loans 

(%) 



(R$) 

Percentage of 

Balance 

(%) 





New Cars 0 0,00% R$ - 0,00% R$ - R$ - 

Young Used 0 0,00% R$ - 0,00% R$ - R$ - 

Used Cars 3 100,00% R$ 19.326,20 100,00% R$ 45.860,52 R$ 22.073,62 

Total 3 100,00% R$ 19.326,20 100,00% R$ 45.860,52 R$ 22.073,62 

VW 


Number of 

Loans 

Percentage of 

Loans 

(%) 



(R$) 

Percentage of 

Balance 

(%) 





New Cars 47.167 91.00% R$ 878.873.717,67 93.00% R$ 1.627.084.395,31 R$ 1.081.309.763,64 

Young Used 3.629 6,99% R$ 56.268.909,93 5,95% R$ 109.021.472,78 R$ 70.037.051,41 

Used Cars 1.102 2,12% R$ 10.374.329,53 1,10% R$ 19.985.545,80 R$ 12.454.261,92 

Total 51.898 100,00% R$ 945.516.957,13 100,00% R$ 1.756.091.413,89 R$ 1.163.801.076,97 

Others Brands 


Number of 

Loans 

Percentage of 

Loans 

(%) 



(R$) 

Percentage of 

Balance 

(%) 





New Cars 580 17.00% R$ 12.924.720,69 25.00% R$ 26.377.230,74 R$ 15.426.894,81 

Young Used 1.901 54,30% R$ 28.831.844,16 55,07% R$ 56.571.548,07 R$ 35.888.264,31 

Used Cars 1.020 29,13% R$ 10.600.013,26 20,25% R$ 19.453.163,67 R$ 12.815.703,99 

Total 3.501 100,00% R$ 52.356.578,11 100,00% R$ 102.401.942,48 R$ 64.130.863,11 

2. Down Payment 

Down Payment 

Number of 

Loans 

Percentage of 

Loans 

(%) 

0% 5.763 10,39% 

> 0,00 20,00

40,00 60,00 80,00 10 contracts 1 0,00% 12 0,02% R$ 80.993,00 0,01% R$ 304.466,16 R$ 87.791,40 

Result 53.829 100,00% 55.465 100,00% R$ 1.000.006.444,63 100,00% 

Customer Concentration: Top 20 

R$ 1.862.621.405,8 

1 

R$ 1.230.382.731,2 

1

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

Number 

Total 1 -20 

Outstanding 

Discounted 

Principal 

Balance (R$) 

R$ 94.734, 

30 

R$ 94.570, 

82 

R$ 93.768, 

15 

R$ 93.389, 

46 

R$ 93.037, 

50 

R$ 92.925, 

39 

R$ 92.749, 

19 

R$ 92.610, 

10 

R$ 92.362, 

79 

R$ 92.327, 

71 

R$ 92.292, 

96 

R$ 92.036, 

46 

R$ 91.896, 

30 

R$ 91.894, 

21 

R$ 91.698, 

60 

R$ 91.689, 

03 

R$ 90.812, 

15 

R$ 90.611, 

17 

R$ 90.386, 

25 

R$ 90.137, 

82 

R$ 1.845.930 

,36 

Percentage of 

Balance (%) 

Number 

of 

Contracts 

0,0095% 6 

0,0095% 8 

0,0094% 8 

0,0093% 3 

0,0093% 5 

0,0093% 8 

0,0093% 8 

0,0093% 6 

0,0092% 2 

0,0092% 6 

0,0092% 7 

0,0092% 6 

0,0092% 7 

0,0092% 5 

0,0092% 3 

0,0092% 6 

0,0091% 8 

0,0091% 5 

0,0090% 8 

0,0090% 6 

0,1846% 121 

5. Distribution by Outstanding Discounted Principal Balance 

Distribution by Outstanding 

Discounted Principal Balance 

Number of 

Loans 

Percentage of Loans 

(%) 

Original 

Undiscounted 

Principal 

Balance 

R$ 186. 

805,92 

R$ 221. 

835,48 

R$ 240. 

309,12 

R$ 180. 

024,36 

R$ 168. 

729,96 

R$ 219. 

372,30 

R$ 347. 

701,92 

R$ 221. 

584,08 

R$ 292. 

480,32 

R$ 196. 

811,70 

R$ 253. 

441,08 

R$ 199. 

436,40 

R$ 227. 

675,04 

R$ 201. 

645,12 

R$ 107. 

146,86 

R$ 194. 

662,08 

R$ 241. 

472,76 

R$ 172. 

598,64 

R$ 167. 

528,52 

R$ 188. 

313,30 

R$ 4.229. 

574,96 



R$ 99.385,05 

R$ 99.970,93 

R$ 99.999,46 

R$ 97.896,29 

R$ 98.002,08 

R$ 99.650,00 

R$ 97.246,76 

R$ 99.895,71 

R$ 98.072,24 

R$ 99.267,29 

R$ 96.661,15 

R$ 98.993,73 

R$ 98.763,44 

R$ 99.216,58 

R$ 96.928,40 

R$ 98.054,26 

R$ 98.264,57 

R$ 98.986,07 

R$ 99.174,80 

R$ 97.704,85 

R$ 1.972.133,66 



(R$) 

Percentage of 

Balance 

(%) 



< = 5000,00 4.209 7,59% R$ 14.219.088,02 1,42% R$ 82.858.234,87 

5000,01 < 10000,00 8.893 16,03% R$ 67.511.148,46 6,75% R$ 201.074.631,44 

Current 

Undiscounted 


R$ 15.061.05 

9,66 

R$ 75.030.94 

9,01

10000,01 < 15000,00 10.691 19,28% R$ 133.915.112,43 13,39% R$ 278.090.204,19 

15000,01 < 20000,00 10.915 19,68% R$ 190.580.167,91 19,06% R$ 343.243.743,96 

20000,01 < 25000,00 8.875 16,00% R$ 198.448.823,54 19,84% R$ 332.942.045,03 

25000,01 < 30000,00 5.444 9,82% R$ 148.327.042,77 14,83% R$ 239.886.040,04 

30000,01 < 40000,00 4.558 8,22% R$ 154.260.187,40 15,43% R$ 242.047.213,70 

40000,01 < 50000,00 1.252 2,26% R$ 55.083.810,55 5,51% R$ 84.655.440,02 

50000,01 < 60000,00 365 0,66% R$ 19.736.649,37 1,97% R$ 30.306.644,86 

60000,01 < 70000,00 180 0,32% R$ 11.593.689,45 1,16% R$ 17.874.866,62 

70000,01 < 80000,00 62 0,11% R$ 4.582.350,67 0,46% R$ 7.110.387,25 

80000,01 < 90000,00 21 0,04% R$ 1.748.374,06 0,17% R$ 2.531.953,83 

Total 55.465 100,00% R$ 1.000.006.444,63 100,00% 

Statistics 

Minimum Outstanding 


Maximum Outstanding 


Average Outstanding 


R$ 539,16 

R$ 89.921,51 

R$ 18.029,50 

6. Distribution by Original Principal Balance 

Distribution by Original 

Principal Balance (R$) 

Number of 

Loans 

Percentage 

of Loans 

(%) 



(R$) 

Percentage of 

Balance 

(%) 



R$ 1.862.621.405, 

81 

R$ 156.326.96 

7,27 

R$ 231.858.76 

2,17 

R$ 248.171.44 

2,63 

R$ 187.791.69 

8,11 

R$ 197.554.34 

0,55 

R$ 70.978.27 

2,82 

R$ 25.366.07 

4,97 

R$ 14.586.93 

3,06 

R$ 5.639.92 

7,35 

R$ 2.016.30 

3,61 

R$ 1.230.382.7 

31,21 

Current Undiscounted Principal 

Balance 

90000,01 < 100000,00 37 0,07% R$ 2.278.990,98 0,23% R$ 4.182.166,92 R$ 2.547.021,61 

> 100000,00 38 0,07% R$ 2.402.810,95 0,24% R$ 5.414.748,88 R$ 2.664.243,61 

Total 55.465 100,00% 

Statistics 

Minimum Original 


Maximum Original 


Average Original 


R$ 2.221,20 

R$ 266.949,36 

R$ 33.581,92 

7. Interest Rate paid by the Receivable Debtor 

Effective Rate of 

Interest paid by the 

Receivable Debtor 

Number of 

Loans 

Percentage of Loans 

(%) 

R$ 1.000.006.444,63 



(R$) 

100,00% R$ 1.862.621.405,81 R$ 1.230.382.731,21 

Percentage of 

Balance 

(%) 





>= 0 2,5 5,0 7,5 10,0 12,5 15,0 17,5 20,0 22,5 25,0 3.038 5,48% 

Total 55.465 100,00% 

Statistics 

Minimum Interest Rate 

Debtor 

Maximum Interest Rate 

Debtor 

Weighted Average 

Interest Rate Debtor 

8. Length of Original Term in number of payments 

Length of Original Term 

in number of payments 

Number of Loans 

Percentage of 

Loans 

(%) 

0,00% 

43,4% 

18,93% 

R$ 17.661.586,14 

R$ 60.561.955,27 

R$ 147.128.385,87 

R$ 486.356.064,79 

R$ 116.613.069,50 

R$ 95.915.391,03 

R$ 60.970.890,08 

R$ 1.000.006.444, 

63 



(R$) 

Percentage of 

Balance 

(%) 

1,77% R$ 31.839.142,92 R$ 20.945.674,24 

6,06% R$ 112.311.275,76 R$ 72.847.590,48 

14,71% R$ 263.739.534,97 R$ 177.002.054,72 

48,64% R$ 920.002.445,50 R$ 598.651.794,36 

11,66% R$ 230.979.623,60 R$ 145.142.677,46 

9,59% R$ 169.983.831,78 R$ 121.704.705,10 

6,10% R$ 105.269.625,22 R$ 77.667.042,01 

100,00% R$ 1.862.621.405,81 R$ 1.230.382.731,21 





01 - 12 1.046 1,89% R$ 11.287.329,53 1,13% R$ 21.258.144,19 R$ 11.819.063,92

13 - 24 8.183 14,75% R$ 101.690.621,20 10,17% R$ 200.513.758,42 R$ 111.673.644,05 

25 - 36 13.098 23,61% R$ 202.290.213,99 20,23% R$ 378.936.091,39 R$ 234.959.075,70 

37 - 48 13.238 23,87% R$ 247.299.610,12 24,73% R$ 437.602.032,74 R$ 305.062.903,62 

49 - 60 19.900 35,88% R$ 437.438.669,79 43,74% R$ 824.311.379,07 R$ 566.868.043,92 

Total 55.465 100,00% R$ 1.000.006.444,63 100,00% R$ 1.862.621.405,81 R$ 1.230.382.731,21 

Statistics 

Minimum Original Term 

in payments 

Maximum Original Term 

in payments 


Original Term in 

payments 

6 

60 

47,88 

9. Length of Remaining Term in number of payments 

Length of Remaining 

Term in number of 

payments 

Number of Loans 

Percentage of 

Loans 

(%) 



(R$) 

Percentage of 

Balance 

(%) 





01 - 12 8.754 15,78% R$ 61.386.839,71 6,14% R$ 236.536.542,21 R$ 65.006.369,84 

13 - 24 12.680 22,86% R$ 175.090.781,84 17,51% R$ 367.163.598,32 R$ 196.311.403,41 

25 - 36 13.968 25,18% R$ 261.023.554,27 26,10% R$ 460.107.046,34 R$ 312.636.230,59 

37 - 48 13.001 23,44% R$ 300.488.642,38 30,05% R$ 490.402.480,77 R$ 383.758.187,04 

49 - 60 7.062 12,73% R$ 202.016.626,43 20,20% R$ 308.411.738,17 R$ 272.670.540,33 

Total 55.465 100,00% R$ 1.000.006.444,63 100,00% R$ 1.862.621.405,81 R$ 1.230.382.731,21 

Statistics 

Minimum Remaining 

Term in payments 

Maximum Remaining 



Remaining Term in 

payments 

10. Seasoning in payments 

3 

58 

35,33 

Seasoning in payments Number of Loans 

Percentage of 

Loans 

(%) 



(R$) 

Percentage of 

Balance 

(%) 





01 - 12 27.038 48,75% R$ 594.833.375,18 59,48% R$ 903.414.092,31 R$ 745.805.127,95 

13 - 24 18.736 0 R$ 302.870.466,11 0 R$ 617.168.621,52 R$ 366.468.367,51

25 - 36 6.654 12,00% R$ 80.829.691,60 8,08% R$ 224.387.224,28 R$ 94.562.181,21 

37 - 48 1.923 3,47% R$ 16.198.169,10 1,62% R$ 74.196.875,87 R$ 17.949.909,91 

49 - 60 1.114 2,01% R$ 5.274.742,64 0,53% R$ 43.454.591,83 R$ 5.597.144,63 

Total 55.465 100,00% R$ 1.000.006.444,63 100,00% R$ 1.862.621.405,81 R$ 1.230.382.731,21 

Statistics 

Minimum Seasoning 


Maximum Seasoning 



Seasoning Term in 

payments 

11. Balloon Installment 

Contracts with Regular Installment 

2 

57 

12,56 

New or Used Cars Number of Loans 

Percentage of 

Loans 

(%) 



(R$) 

Percentage of 

Balance 

(%) 





New Cars 47.066 86,16% R$ 878.882.558,55 89,37% R$ 1.628.387.830,79 R$ 1.080.887.781,76 

Young Used 5.422 9,93% R$ 83.354.393,00 8,48% R$ 161.776.661,18 R$ 103.792.465,66 

Used Cars 2.137 3,91% R$ 21.149.132,06 2,15% R$ 39.765.876,87 R$ 25.480.347,46 

Total 54.625 100,00% R$ 983.386.083,61 100,00% R$ 1.829.930.368,84 R$ 1.210.160.594,88 

Contracts with Balloon Installment 

New or Used Cars Number of Loans 

Percentage of 

Loans 

(%) 



(R$) 

Percentage of 

Balance 

(%) 





New Cars 726 86,43% R$ 14.744.048,26 88,71% R$ 28.565.078,50 R$ 17.942.117,15 

Young Used 114 13,57% R$ 1.876.312,76 11,29% R$ 4.125.958,47 R$ 2.280.019,18 

Used Cars 

Total 840 100,00% R$ 16.620.361,02 100,00% R$ 32.691.036,97 R$ 20.222.136,33 

12. Make and Model 

Make Model 

Number of 

Loans 

Percentage 

of Loans 

(%) 



(R$) 

Percentage 

of Balance 

(%) 

Audi A1 18 0,03% R$ 826.559,23 0,08% 

A3 30 0,05% R$ 619.994,11 0,06% 

Original 

Undiscounted 


R$ 1.093.52 

7,00 

R$ 1.642.16 

6,04 

Current 

Undiscounted 


R$ 980. 

498,79 

R$ 705. 

505,26

A4 11 0,02% R$ 389.354,87 0,04% 

R$ 870.53 

9,16 

A5 0 0,00% R$ - 0,00% R$ - 

A6 0 0,00% R$ - 0,00% R$ - 

Q5 2 0,00% R$ 155.579,24 0,02% 

Q7 1 0,00% R$ 71.874,59 0,01% 

TT 1 0,00% R$ 50.221,15 0,01% 

Subtotal 63 0,11% R$ 2.113.583,19 0,21% 

Seat CORDOBA 2 0,00% R$ 14.984,55 0,00% 

IBIZA 1 0,00% R$ 4.341,65 0,00% 

Subtotal 3 0,01% R$ 19.326,20 0,00% 

VW AMAROK 404 0,73% R$ 18.998.251,83 1,90% 

R$ 253.55 

5,20 

R$ 134.31 

2,40 

R$ 88.08 

9,12 

R$ 4.082.18 

8,92 

R$ 38.20 

9,80 

R$ 7.65 

0,72 

R$ 45.86 

0,52 

R$ 30.043.82 

7,56 

APOLLO 0 0,00% R$ - 0,00% R$ - 

BORA 144 0,26% R$ 3.206.910,73 0,32% 

R$ 6.844.11 

2,55 

CARAVELLE 0 0,00% R$ - 0,00% R$ - 

CROSSFOX 1.520 2,74% R$ 33.389.531,92 3,34% 

R$ 63.097.12 

2,04 

EOS 0 0,00% R$ - 0,00% R$ - 

EUROVAN 1 0,00% R$ 15.163,27 0,00% 

FOX 10.467 18,87% R$ 181.116.568,07 18,11% 

FUSCA 1 0,00% R$ 2.527,77 0,00% 

GOL 22.351 40,30% R$ 365.090.471,70 36,51% 

GOLF 993 1,79% R$ 22.964.555,73 2,30% 

JETTA 338 0,61% R$ 11.075.327,33 1,11% 

R$ 26.07 

6,00 

R$ 344.571.12 

3,11 

R$ 14.28 

3,36 

R$ 685.375.88 

6,47 

R$ 42.534.68 

7,20 

R$ 18.102.92 

2,26 

KARMANN GHIA 0 0,00% R$ - 0,00% R$ - 

KOMBI 1.311 2,36% R$ 27.917.540,64 2,79% 

R$ 54.767.93 

1,73 

LOGUS 0 0,00% R$ - 0,00% R$ - 

NEW BEETLE 82 0,15% R$ 2.054.966,83 0,21% 

PARATI 425 0,77% R$ 6.037.280,49 0,60% 

PASSAT 45 0,08% R$ 1.834.873,13 0,18% 

POINTER 1 0,00% R$ 4.345,35 0,00% 

R$ 4.203.22 

9,72 

R$ 13.506.51 

5,00 

R$ 3.636.09 

1,44 

R$ 11.26 

1,76 

R$ 433. 

209,46 

R$ 

- 

R$ 

- 

R$ 176. 

099,40 

R$ 78. 

348,90 

R$ 55. 

055,70 

R$ 2.428 

.717,51 

R$ 16. 

813,75 

R$ 5. 

259,87 

R$ 22. 

073,62 

R$ 22.656 

.815,48 

R$ 

- 

R$ 3.873 

.960,14 

R$ 

- 

R$ 40.872 

.552,83 

R$ 

- 

R$ 18. 

470,50 

R$ 222.982 

.218,31 

R$ 2. 

678,13 

R$ 452.618 

.815,86 

R$ 27.953 

.605,56 

R$ 13.093 

.799,55 

R$ 

- 

R$ 32.870 

.825,67 

R$ 

- 

R$ 2.414 

.894,28 

R$ 7.182 

.672,04 

R$ 2.098 

.856,53 

R$ 4. 

927,02

POLO 802 1,45% R$ 14.838.680,94 1,48% 

POLO CLASSIC 10 0,02% R$ 73.543,55 0,01% 

POLO SEDAN 1.071 1,93% R$ 22.085.834,62 2,21% 

SANTANA 55 0,10% R$ 438.075,37 0,04% 

SAVEIRO 2.746 4,95% R$ 54.836.363,18 5,48% 

SPACEFOX 1.916 3,45% R$ 38.900.629,48 3,89% 

TIGUAN 85 0,15% R$ 3.546.271,70 0,35% 

TOUAREG 2 0,00% R$ 115.689,36 0,01% 

VOYAGE 7.126 12,85% R$ 136.943.595,26 13,69% 

OTHER VW 2 0,00% R$ 29.958,88 0,00% 

Subtotal 51.898 93,57% R$ 945.516.957,13 94,55% 

Non VW Group Vehicles OTHER BRANDS 3.501 6,31% R$ 52.356.578,11 5,24% 

13. State 

Subtotal 3.501 6,31% R$ 52.356.578,11 5,24% 

Total 55.465 100,00% R$ 1.000.006.444,63 100,00% 

State Number of Loans 

Percentage of 

Loans 

(%) 



(R$) 

Percentage 

of Balance 

(%) 

AC 313 0,56% R$ 5.729.432,40 0,57% 

AL 636 1,15% R$ 11.922.475,16 1,19% 

AM 556 1,00% R$ 11.240.175,78 1,12% 



R$ 10.867.299,34 

R$ 21.652.541,79 

R$ 22.001.571,44 

R$ 29.808.25 

9,82 

R$ 161.82 

9,00 

R$ 43.234.74 

5,17 

R$ 1.118.71 

8,03 

R$ 96.493.47 

4,83 

R$ 73.928.82 

5,32 

R$ 6.167.95 

9,22 

R$ 206.15 

1,00 

R$ 238.174.81 

7,46 

R$ 61.56 

3,84 

R$ 1.756.091.41 

3,89 

R$ 102.401.94 

2,48 

R$ 102.401.94 

2,48 

R$ 1.862.621.40 

5,81 

R$ 18.023 

.143,93 

R$ 84. 

195,09 

R$ 26.754 

.924,33 

R$ 507. 

484,67 

R$ 66.711 

.697,74 

R$ 47.420 

.219,25 

R$ 4.092 

.725,38 

R$ 122. 

898,50 

R$ 171.401 

.518,96 

R$ 37. 

177,22 

R$ 1.163.801 

.076,97 

R$ 64.130 

.863,11 

R$ 64.130 

.863,11 

R$ 1.230.382 

.731,21 



R$ 7.101.545,29 

R$ 14.582.934,39 

R$ 13.642.411,90 

AP 135 0,24% R$ 3.176.119,97 0,32% R$ 5.711.627,10 R$ 3.955.640,14 

BA 2.539 4,58% R$ 46.902.324,78 4,69% 

CE 1.367 2,46% R$ 24.396.120,21 2,44% 

DF 831 1,50% R$ 17.558.771,18 1,76% 

ES 868 1,56% R$ 14.710.059,76 1,47% 

GO 2.532 4,57% R$ 49.286.175,46 4,93% 

MA 567 1,02% R$ 11.366.667,20 1,14% 

MG 6.234 11,24% R$ 105.708.633,10 10,57% 

MS 789 1,42% R$ 14.336.592,94 1,43% 

MT 722 1,30% R$ 15.123.736,09 1,51% 

R$ 83.285.010,06 

R$ 45.951.525,03 

R$ 31.604.955,31 

R$ 28.433.761,83 

R$ 87.942.471,46 

R$ 21.482.276,97 

R$ 203.414.416,61 

R$ 27.326.814,27 

R$ 27.225.111,58 

R$ 57.987.582,30 

R$ 29.993.883,02 

R$ 21.906.956,25 

R$ 17.955.358,49 

R$ 61.108.008,42 

R$ 14.023.967,47 

R$ 129.528.781,76 

R$ 17.798.157,00 

R$ 18.670.670,06

PA 997 1,80% R$ 19.762.900,27 1,98% 

PB 505 0,91% R$ 9.319.618,93 0,93% 

PE 1.544 2,78% R$ 30.080.483,77 3,01% 

PI 526 0,95% R$ 9.182.160,59 0,92% 

PR 4.012 7,23% R$ 74.044.124,88 7,40% 

RJ 3.533 6,37% R$ 69.180.494,73 6,92% 

RN 503 0,91% R$ 9.205.979,67 0,92% 

RO 479 0,86% R$ 9.811.248,91 0,98% 

R$ 36.548.009,21 

R$ 16.640.641,12 

R$ 52.473.517,34 

R$ 17.625.491,91 

R$ 133.591.274,89 

R$ 125.358.481,53 

R$ 17.124.512,64 

R$ 18.090.251,33 

R$ 24.126.365,01 

R$ 11.524.770,90 

R$ 37.079.106,13 

R$ 11.258.291,71 

R$ 91.279.272,41 

R$ 85.530.956,67 

R$ 11.278.992,73 

R$ 12.104.657,79 

RR 131 0,24% R$ 3.242.006,10 0,32% R$ 5.514.036,54 R$ 4.147.146,98 

RS 4.272 7,70% R$ 72.595.849,48 7,26% 

SC 3.616 6,52% R$ 66.447.392,36 6,64% 

SE 422 0,76% R$ 8.138.799,35 0,81% 

SP 16.535 29,81% R$ 281.483.979,59 28,15% 

TO 301 0,54% R$ 6.054.121,97 0,61% 

Total 55.465 100,00% R$ 1.000.006.444,63 100,00% 

R$ 136.036.594,00 

R$ 121.538.217,81 

R$ 14.828.829,36 

R$ 539.147.787,82 

R$ 11.204.377,52 

R$ 1.862.621.405, 

81 

R$ 89.285.632,82 

R$ 82.278.086,43 

R$ 9.966.139,52 

R$ 344.837.986,86 

R$ 7.429.428,76 

R$ 1.230.382.731,21

Historical Performance of the Credit Rights of the Seller 

This exhibit includes information concerning the historical performance of the Seller in connection with the 

Credit Rights originated from financing transactions between the Seller and the Borrowers. Such 

information has been prepared based on historical data of the Seller, pursuant to its operations in the 

ordinary course of business. 

The historical performance of the Credit Rights of the Seller does not represent any guarantee of result or 

future performance to the Fund. Considering that the risks and uncertainties involved in the operations of 

the Fund, the future results and performance of the Fund may substantially differ from the historical 

performance of the Seller in connection with transactions related to the Credit Rights. As a result of such 

risks and uncertainties, the investor should not base himself on the projections and estimates shown below 

in order to decide on investing in the Fund. 

Pre-Payment Information of the Sold Eligible Credit Rights

9.000 Millio 

n 

8.000 

7.000 

6.000 

5.000 

4.000 

3.000 

2.000 

1.000 

0 

Pré-Payment Data 

fev/05 abr/05 jun/05 ago/05 out/05 dez/05 fev/06 abr/06 jun/06 ago/06 out/06 dez/06 fev/07 abr/07 jun/07 ago/07 out/07 dez/07 fev/08 abr/08 jun/08 ago/08 out/08 dez/08 fev/09 abr/09 jun/09 ago/09 out/09 dez/09 fev/10 abr/10 jun/10 ago/10 out/10 dez/10 fev/11 abr/11 jun/11 ago/11 

Discounted Principal Balance Anualized Pre-Payment Fee 

12 per. Mov. Avg. (Anualized Pre-Payment Fee) 

25,0% 

20,0% 

15,0% 

10,0% 

5,0% 

0,0%

Vintage Loss Curve – Gross Losses (Total Portfolio)

01.2011 02.2011 03.2011 04.2011 05.2011 06.2011 07.2011 

8,000 

7,000 

6,000 

5,000 

4,000 

3,000 

2,000 

1,000 

0,000 

01.2005 02.2005 03.2005 04.2005 05.2005 06.2005 07.2005 08.2005 09.2005 10.2005 11.2005 12.2005 

01.2006 02.2006 03.2006 04.2006 05.2006 06.2006 07.2006 08.2006 09.2006 10.2006 11.2006 12.2006 

01.2007 02.2007 03.2007 04.2007 05.2007 06.2007 07.2007 08.2007 09.2007 10.2007 11.2007 12.2007 

01.2008 02.2008 03.2008 04.2008 05.2008 06.2008 07.2008 08.2008 09.2008 10.2008 11.2008 12.2008 

01.2009 02.2009 03.2009 04.2009 05.2009 06.2009 07.2009 08.2009 09.2009 10.2009 11.2009 12.2009 

01.2010 02.2010 03.2010 04.2010 05.2010 06.2010 07.2010 08.2010 09.2010 10.2010 11.2010 12.2010 

1 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45 47 49 51 53 55 57 59 61 63 65 67 69 71 73 75 77 79

Vintage Loss Curve – Net Losses (Total Portfolio)

7,000 

6,000 

5,000 

4,000 

3,000 

2,000 

1,000 

0,000 

01.2005 02.2005 03.2005 04.2005 05.2005 06.2005 07.2005 08.2005 09.2005 10.2005 11.2005 

01.2006 02.2006 03.2006 04.2006 05.2006 06.2006 07.2006 08.2006 09.2006 10.2006 11.2006 

01.2007 02.2007 03.2007 04.2007 05.2007 06.2007 07.2007 08.2007 09.2007 10.2007 11.2007 

01.2008 02.2008 03.2008 04.2008 05.2008 06.2008 07.2008 08.2008 09.2008 10.2008 11.2008 

01.2009 02.2009 03.2009 04.2009 05.2009 06.2009 07.2009 08.2009 09.2009 10.2009 11.2009 

01.2010 02.2010 03.2010 04.2010 05.2010 06.2010 07.2010 08.2010 09.2010 10.2010 11.2010 

01.2011 02.2011 03.2011 04.2011 05.2011 06.2011 07.2011 

1 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45 47 49 51 53 55 57 59 61 63 65 67 69 71 73 75 77 79

Late Delinquency – 180 Plus Days

01.2011 02.2011 03.2011 04.2011 05.2011 06.2011 07.2011 

7,000 

6,000 

5,000 

4,000 

3,000 

2,000 

1,000 

0,000 

01.2005 02.2005 03.2005 04.2005 05.2005 06.2005 07.2005 08.2005 09.2005 10.2005 11.2005 12.2005 

01.2006 02.2006 03.2006 04.2006 05.2006 06.2006 07.2006 08.2006 09.2006 10.2006 11.2006 12.2006 

01.2007 02.2007 03.2007 04.2007 05.2007 06.2007 07.2007 08.2007 09.2007 10.2007 11.2007 12.2007 

01.2008 02.2008 03.2008 04.2008 05.2008 06.2008 07.2008 08.2008 09.2008 10.2008 11.2008 12.2008 

01.2009 02.2009 03.2009 04.2009 05.2009 06.2009 07.2009 08.2009 09.2009 10.2009 11.2009 12.2009 

01.2010 02.2010 03.2010 04.2010 05.2010 06.2010 07.2010 08.2010 09.2010 10.2010 11.2010 12.2010 

1 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45 47 49 51 53 55 57 59 61 63 65 67 69 71 73 75 77 79

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