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INVESTMENT FUND PORTFOLIO MANAGEMENT AGREEMENT A – PARTIES INVESTMENT FUNDS adhering to this agreement and listed in Exhibit I hereto (“FUNDS”), herein represented by their administrator, Banco Itaucard S.A.; BANCO ITAUCARD S.A. (“ITAUCARD”) CNPJ 17.192.451/0001-70 Address City State Alameda Pedro Calil, No. 43 Poá São Paulo ITAÚ UNIBANCO S.A. (“ITAUBANCO”) CNPJ 60.701.190/0001-40 Address City State Praça Alfredo Egydio de Souza São Paulo São Paulo Aranha, 100 B – WHEREAS: (a) ITAUCARD is duly authorized by regulatory agencies to provide activities involving the administration of investment funds and to perform all acts set forth in this agreement and in the applicable legislation; (b) ITAUCARD is the administrator of the FUNDS listed in Exhibit I – List of Funds and of the funds that may adhere to this agreement by inclusions in Exhibit I, and the new adhering funds shall also be referred to as FUNDS. (c) ITAUBANCO is duly authorized by the Brazilian Securities Commission (“CVM”) for the professional management of securities and financial assets of investment funds. (d) ITAUBANCO shall provide portfolio management services to the FUNDS pursuant to this agreement and to the legislation in effect. C – CONTRACTUAL PROVISIONS 1. PURPOSE 1.1. ITAUBANCO shall manage the FUNDS portfolios and shall have discretionary powers to decide on investment options. 1.2. ITAUBANCO shall manage the FUNDS portfolios by giving instructions to ITAUCARD or directly to the providers of custody and/or controllership services for the trading of securities and financial assets selected for the FUNDS portfolios, with due regard or the provisions of this agreement. 2. RESPONSIBILITIES AND OBLIGATIONS OF ITAUCARD 2.1. As the administrator of the FUNDS, ITAUCARD shall be responsible, in addition to other duties set forth in the legislation, for: (a) retaining third parties to provide services to the FUNDS; (b) provide information to inspection authorities, but the information incumbent upon the service providers retained by the FUNDS shall be obtained from them; (c) diligence to maintain the books and records of the FUNDS, including those of an accounting nature, in order; (d) diligence, in the sphere of its authority, to exercise the rights resulting from the FUNDS assets; (e) defense of shareholders’ rights by performing all acts necessary to ensure them in light of the circumstances, including judicial measures; (f) inspection of the services provided by third parties retained by the FUNDS. 2.2. ITAUCARD undertakes as follows: (a) to carry out the duties incumbent upon it as a result of the administration of the FUNDS, except for the responsibilities delegated to ITAUBANCO in this agreement or to third parties in specific agreements; (b) to retain, as the case may be, a provider qualified and authorized for the services involving custody and/or controllership of assets of the FUNDS portfolios, and to immediately notify ITAUBANCO of the retaining of such providers; (c) to adopt all measures necessary so that ITAUBANCO, the custodian and/or the controller retained may establish procedures and contacts appropriate to the settlement of the transactions, controllership, and custody of the FUNDS assets; (d) to timely provide ITAUBANCO with all the information and instructions necessary so that ITAUBANCO can perform the services contracted hereunder, including procedures to be observed in the relationship with service providers of custody and/or controllership of the FUNDS; (e) to provide information to ITAUBANCO on a daily basis with respect to the assets and the FUNDS portfolios composition or to allow such information to be provided directly by the custody and/or controllership service providers; (f) to pay or to cause the custody and/or controllership service providers to pay the taxes levied on the investments on the FUNDS and on the transactions carried out in their portfolios; (g) to provide the shareholders with the statements and reports required by the legislation; (h) to provide ITAUBANCO with the bylaws and offering circulars of the FUNDS; (i) to call and hold meetings of the FUNDS pursuant to the legislation; (j) to send to ITAUBANCO as soon as possible any notifications, notices, delinquent notices, fines, or any other penalties applied by inspection authorities resulting from activities carried out by ITAUBANCO so that ITAUBANCO can join ITAUCARD in the defense of such proceedings or, if joint defense is not possible, in order to offer subsidies so that ITAUCARD can defend the FUNDS interests; (k) to be jointly and severally liable with ITAUBANCO for any losses caused to the shareholders by virtue of any conduct violating the law, the FUNDS bylaws, and normative acts issued by the CVM. 3. RESPONSIBILITIES AND OBLIGATIONS OF ITAUBANCO 3.1. The powers to manage the FUNDS portfolios shall be exercised by ITAUBANCO and encompass the activities of selection, assessment, acquisition, disposition, subscription, conversion, swap, as well as rights in connection with the financial assets and operating types composing such portfolios. 3.2. ITAUBANCO undertakes as follows: (a) to truly comply with the provisions of this agreement, of the bylaws and offering circulars of the FUNDS, of the Self-Regulation Codes of the Brazilian Association of Investment Banks (ANBID), and of the legislation applicable to the FUNDS; (b) to strictly comply with the investment policy and classification of the FUNDS, their limits, risks, and portfolio composition criteria, including any specific regulations from regulatory agencies, such as the Superintendence for Private Insurance and the Private Pension Office, as the case may be; (c) to provide instructions for the trading of the FUNDS assets containing the identification, data, characteristics, and precise amounts thereof; (d) to exercise its activities at all times seeking the best conditions for the FUNDS; (e) to comply with the limits of the FUNDS exposure to risks as established in the respective regulations or previously informed by ITAUCARD; (f) to provide ITAUCARD and the inspection authorities, as the case may be and in the sphere of their authority, with information in connection with the FUNDS transactions and to other activities that may be carried out during the management of the FUNDS portfolios; (g) to join ITAUCARD in the defense of such proceedings or, if joint defense is not possible, to timely offer subsidies as soon as possible so that ITAUCARD can defend the FUNDS interests in any notifications, notices, delinquent notices, fines, or any other penalties applied by inspection authorities resulting from activities carried out by ITAUBANCO 3.3. ITAUBANCO may not perform the following acts in the name of the FUNDS, without prejudice to other prohibitions established in the legislation in effect: (a) to receive deposits in its bank account; (b) to borrow or lend amounts, except in a type authorized by the CVM; (c) to render surety, “aval” guarantee, acceptance, or to become a co-obligor in any way; (d) to promise predetermined gains to shareholders; (e) to carry out transactions with stocks outside stock exchanges or organized over-the-counter markets through an entity authorized by the CVM, except in the events of public offerings, exercise of preemptive rights and conversion of debentures into stocks, exercise of subscription warrants, and in the events previously and expressly authorized by the CVM; (f) to use the FUNDS to pay insurance against financial losses of shareholders; (g) to perform any acts of concession. 3.3.1. In light of the legal provisions, ITAUBANCO is hereby authorized to use the assets of a given FUND in order to render guarantees of transactions it carries for such FUND, and to lend and borrow securities, provided that such loan transactions are solely carried out through a service authorized by the CVM or by the Central Bank of Brazil. 4. FUNDS TRANSACTIONS ON FINANCIAL AND CAPITAL MARKETS 4.1. The services set forth in this agreement shall be provided subject to (i) agreements, understandings, and exchange of documents between ITAUCARD and ITAUBANCO; and (ii) completion of the transactions selected for the FUNDS by ITAUBANCO. 4.2. As previously defined by ITAUCARD and ITAUBANCO, with due regard for the mechanisms, terms, and conditions established in the agreements for the custody and/or controllership of the FUNDS, if custody and/or controllership service providers are retained for the settlement of the FUNDS transactions, then: (a) ITAUCARD may receive instructions for the FUNDS transactions and to transmit them to the custody and/or controllership service providers; or (b) ITAUBANCO may provide instructions for the FUNDS transactions directly to such service providers. 4.3. ITAUCARD shall be responsible for providing all information and instructions necessary so that ITAUBANCO can comply with the provisions established in the foregoing sub-item. 5. APPRECIATION OF THE FUNDS PORTFOLIOS ASSETS 5.1. The appreciation of the FUNDS assets, including the calculation methodology and information sources, shall be solely incumbent upon the service of controllership of the FUNDS. 5.2. ITAUBANCO shall exert its best efforts to provide, in the sphere of its authority, the party in charge for the appreciation of the FUNDS portfolios assets with the information and data deemed necessary. 6. CONFIDENTIALITY 6.1. The parties, its officers, employees and representatives for any reason shall maintain confidentiality about all the information to which they have access as a result of this agreement (“CONFIDENTIAL INFORMATION”) during its performance and after its closing. 6.2. All documents, general, commercial, operating information or other private data of the parties, its clients and of persons or entities with whom they have any relationship shall be considered as CONFIDENTIAL INFORMATION, except only those which (i) are or become of public domain without the interference of any party; and (ii) are known by any party or its representatives prior to the commencement of negotiations which result in this agreement. 6.3. The parties may only disclose to third parties CONFIDENTIAL INFORMATION upon prior written authorization from the party that owns said information, except in the case of determination of a public authority or as a result of a judicial order, in which cases they shall proceed as follows: (i) they shall immediately notify the owner of the CONFIDENTIAL INFORMATION about the order from the public authority or judge, except if the notification reflects any prohibition in this sense; and (ii) they shall provide the information and subsidies that may be required for the owner of the CONFIDENTIAL INFORMATION, at its discretion, to defend itself from the disclosure of any confidential information. 6.4. Besides being a contractual violation, the violation of the duty of confidentiality, including that which may be committed by its employees, officers and representatives for any reason, compels the violating party to pay indemnity without prejudice to continuing performing the duty of confidentiality in that which it may apply. 7. REMUNERATION 7.1. As remuneration for the services set forth in this agreement, ITAUBANCO shall receive the equivalent to ten percent (10%) of the administration fee and one hundred percent (100%) of the performance fee of the FUNDS. 7.2. ITAUBANCO’s remuneration shall be provisioned and appropriated pursuant to the respective bylaws of the FUNDS and shall be paid no later than the fifth (5th) business day of the month subsequent to the month of the actual collection of the administration and performance fees by ITAUCARD. 8. VALIDITY 8.1. This agreement shall be valid for an indefinite term. 9. ASSIGNMENT 9.1. The assignment of rights and transfer of obligations arising out of this agreement without consent from the other party is hereby prohibited, except in the event the parties fully or partially assign the company belonging to its economic conglomerates to us, and provided that (i) the assignees are authorized by the CVM to act as administrators of financial resources; (ii) the assignees are approved by the shareholders of the FUNDS in a shareholders’ meeting. 10. DEFAULT FINE AND INTEREST 10.1. If any delay occurs in the payment of any debt set forth herein, the defaulting party shall pay default interest of twelve percent (12%) per annum and default fine of two percent (2%) on the monetarily restated amount, as from the due date until the date of settlement, according to the variation of the General Market price Index published by the Getúlio Vargas Foundation (IGPM/FGV) or, in the absence thereof, of the Internal Available Supply published by the Getúlio Vargas Foundation (IGP-DI/FGV) or, in the absence of both, of the Consumer Price Index published by the Economic Research Institute (IPC/FIPE), as from the date of disbursement up the date of reimbursement thereof, plus interest in the event of delay of twelve percent (12%) per annum and a fine of ten percent (10%). 11. DAMAGES 11.1. The parties agree to be liable for the damages that have been evidently caused by one of them to the other, or to third parties, resulting from the services covered by this agreement. 11.2. The damages set forth in the previous sub-item include the expenses and losses arising out of awards, fines, interest and other penalties imposed by laws, regulations or inspecting authorities in administrative or judicial proceedings, as well as the fees of counsel incurred in the respective defenses. 11.3. The defaulting party shall reimburse, within the maximum term of five (5) days as from the notice that is sent to it, accompanied by the respective evidential documents and statements, the amount corresponding to any losses caused to the other party, including those regarding court costs and fees of counsel, restated based on the variation of the IGPM/FGV or, in its absence, of the IGP-DI/FGV or, in the absence of both, of the IPC/FIPE, counted as from the date of disbursement up the date of receipt thereof, plus interest in the event of delay of twelve percent (12%) per annum and a fine of two percent (2%). 12. TERMINATION 12.1. This agreement may be terminated at the discretion of the nondefaulting or aggrieved party in the following events: (a) If any party defaults on any obligation set forth herein and after having been notified in writing by the other party fails, within a term of five (5) days as from the receipt of the mentioned notice, to cure its default and/or to pay to the aggrieved party the damages proven to have been caused; (b) Irrespective of prior notice, if any party suffers legitimate protest of credit instruments, files for or by any other reason is under a judicial reorganization proceeding, has had its bankruptcy decreed or suffers dissolution or intervention, whether judicial or extra-judicial; (c) Supervening laws, regulations and/or instructions from the proper authorities, notably the CVM and the Central Bank of Brazil, preventing or modifying the nature, terms or conditions hereof; (d) Removal of ITAUBANCO or ITAUCARD by resolution of a shareholders’ meeting; (e) Resignation of ITAUBANCO or of ITAUCARD; (f) Disqualification of ITAUBANCO or of ITAUCARD from exercising the professional activity of portfolio management by a decision from the CVM. 12.2. In the event of termination of this agreement, the following procedures shall be adopted: (a) in the event of disqualification of ITAUBANCO, ITAUCARD shall take over the management of the FUNDS portfolios until the shareholders’ meeting decides on the replacement thereof; in the event of disqualification of ITAUCARD, the CVM shall appoint a provisional administrator; (b) in the event of resignation from any of the parties, ITAUCARD shall call a shareholders’ meeting in order to pass a resolution on the replacement of the resigning party, which shall remain in office until its actual replacement, with due regard for the maximum term of thirty (30) days as of the resignation date; (c) in the other events of termination, ITAUCARD shall call a shareholders’ meeting in order to pass a resolution on the reasons leading to the decision to terminate this agreement, and on the continuity of the service providers or their replacement. 13. GENERAL PROVISIONS 13.1. This agreement is executed without an obligation of exclusivity, and the parties may, by mutual agreement, use or associate the services and products to each other’s names and trademarks, including in call notices and advertising materials. 13.2. The parties undertake to notify each other of any revocation of the authorizations mentioned in the preamble hereto for the activities of administration of investment funds and of portfolios. 13.3. For the purposes of this agreement: (i) ITAUCARD shall include in Exhibit I all the FUNDS that wish to contract management from ITAUBANCO, and the completion of the adhesion of each one of such FUNDS shall be conditioned upon a decision from the corresponding shareholders’ meeting; (ii) ITAUCARD shall call shareholders’ meetings in order to propose the transfer of the management of the FUNDS to ITAUBANCO; (iii) if the proposal for the transfer of the management of the FUNDS to ITAUBANCO is approved in a shareholders’ meeting, the effectiveness of this agreement for each one of such FUNDS shall begin on the date defined by the corresponding shareholders’ meeting for the completion of the management transfer; and (iv) if the proposal for the transfer of the management of the FUNDS to ITAUBANCO is not approved, ITAUCARD shall remove from Exhibit I only the FUNDS that dissent from such proposal, and this agreement will have never produced effects on such FUNDS. 13.5.(sic) This agreement terminates and supersedes any previous agreements as well as any of its amendments entered into by and between the parties and which have the same subject-matter. 14. FORBEARANCE 14.1. Forbearance by any of the parties as to default on any obligation by the other party shall not represent waiver of the right to seek performance of the obligation, nor pardon, nor amendment of what has been contracted hereunder. 15. JURISDICTION 15.1. The parties elect the Courts of the Judicial District of the Capital City of the State of São Paulo. This instrument is signed in two (2) counterparts. São Paulo, November 8, 2010 BANCO ITAUCARD S.A. (sgd) Paulo Eikievicius Corchaki (sgd) Marco Antonio Antunes Officer ITAÚ UNIBANCO S.A. (sgd) Paulo Eikievicius Corchaki (sgd) Roberto Massaru Nishikawa Witnesses: 1. (sgd) Name: Tatiana Grecco I.D. (R.G.): 22.539.046-2 2. (sgd) Name: Paulo Sergio Tai I.D. (R.G.): 14.983.423-8 INVESTMENT FUND PORTFOLIO MANAGEMENT AGREEMENT EXHIBIT I – LIST OF FUNDS Name of Fund IT NOW IFNC Index Fund São Paulo, November 8, 2010 BANCO ITAUCARD S.A. (sgd) Paulo Eikievicius Corchaki (sgd) Marco Antonio Antunes Officer ITAÚ UNIBANCO S.A. (sgd) Paulo Eikievicius Corchaki (sgd) Roberto Massaru Nishikawa CNPJ 11.961.094/0001-8 AMENDMENT TO THE INVESTMENT FUND PORTFOLIO MANAGEMENT AGREEMENT INVESTMENT FUNDS, listed in Exhibit I to the Investment Fund Portfolio Management Agreement, designated FUNDS, herein represented by its administrator: Banco Itaucard S.A, identified below; BANCO ITAUCARD S.A., with its principal place of business at Alameda Pedro Calil, No. 43, Poá, São Paulo – State of São Paulo, National Corporate Taxpayers Register (CNPJ) No. 17.192.451/0001-70, herein designated ITAUCARD, as the FUNDS’ representative. ITAÚ UNIBANCO S.A., with its principal place of business at Praça Alfredo Egydio de Souza Aranha, No. 100, Itaúsa Tower, São Paulo – State of São Paulo, National Corporate Taxpayers Register (CNPJ) No. 60.701.19010001-04, herein designated ITAUBANCO which is designated the PORTFOLIO MANAGER; The parties resolve to amend the Investment Fund Portfolio Management Agreement entered into on November 8, 2010 (“Agreement”), for the purpose of: I) The parties resolve to change Exhibit I to the Agreement to include IT NOW ISE INDEX FUND, enrolled with the National Corporate Taxpayers Register (CNPJ) under No. 12.984.444/0001-98 and IT NOW IGCT INDEX FUND, enrolled with the National Corporate Taxpayers Register (CNPJ) No. 11.184.136/0001-15, as principals of the services which are the subject-matter of the agreement. II) As a result of the changes provided for above, Exhibit I to the Agreement is hereby replaced and shall become effective with the following wording included in this Amendment. III) The other provisions not expressly changed by this instrument are hereby ratified. This Agreement is executed in two (2) copies. São Paulo, May 16, 2011. BANCO ITAUCARD S.A. (sgd) Paulo E. Corchaki Officer Number: 005692637 (sgd) Marco Antonio Antunes Officer ITAÚ UNIBANCO S.A. (sgd) Paulo E. Corchaki Officer Number: 005692637 (sgd) Marco Antonio Antunes Officer Witnesses: 1. (sgd) Name: Tatiana Grecco Identity Card (RG) No.: 22.539.046-2 Taxpayer Card (CPF) No.: 167.629.258-63 2. (sgd) Name: Paulo Sergio Tai Identity Card (RG) No.: 14.983.423-8 Taxpayer Card (CPF) No.: 082.833.688-18 AMENDMENT TO THE INVESTMENT FUND PORTFOLIO MANAGEMENT AGREEMENT EXHIBIT I – LIST OF FUNDS FUND National Corporate Taxpayers Register (CNPJ) IT NOW IFNC INDEX FUND 11.961.094/0001-81 IT NOW ISE INDEX FUND 12.984.444/0001-98 IT NOW IGCT INDEX FUND 11.184.136/0001-15 São Paulo, May 16, 2011. BANCO ITAUCARD S.A. (sgd) Paulo E. Corchaki Officer Number: 005692637 (sgd) Marco Antonio Antunes Officer ITAÚ UNIBANCO S.A. (sgd) Paulo E. Corchaki Officer Number: 005692637 (sgd) Marco Antonio Antunes Officer Witnesses: 1. (sgd) Name: Tatiana Grecco Identity Card (RG) No.: 22.539.046-2 Taxpayer Card (CPF) No.: 167.629.258-63 2. (sgd) Name: Paulo Sergio Tai Identity Card (RG) No.: 14.983.423-8 Taxpayer Card (CPF) No.: 082.833.688-18 AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT INVESTMENT FUNDS listed in Exhibit I to the Portfolio Management Agreement, hereby represented by its administrator, BANCO ITAUCARD S.A., identified below (“FUNDS”) BANCO ITAUCARD S.A. (“ITAUCARD”), CNPJ: herein as representative of the FUNDS and as 17.192.451/0001-70 intervening consenting party Address City State Postal Code Alameda Pedro Calil, 43 Poá SP 08557-105 ITAU UNIBANCO S.A. (“ITAUBANCO”) Address City Praça Alfredo Egydio de Souza São Paulo Aranha, 100 - Torre Olavo Setúbal CNPJ 60.701.190/0001-04 State Postal Code SP 04309-010 1. The Parties entered into the Portfolio Management Agreement on November 08, 2010 (“Agreement”), subsequently amended. 2. The Parties wish to amend Exhibit I to the Agreement in order to include the IT NOW IDIV INDEX FUND, enrolled with the CNPJ under No. 13.416.245-0001-46, and the IT NOW IMAT INDEX FUND, enrolled with the CNPJ under No. 13.416.228/000109, as principals of the services under the Agreement, as from the respective organization dates. 3. The PARTIES agree that the provisions and conditions of this amendment shall produce its legal effects, in relation to each amendment, on the respective dates of effectiveness set forth in the item above. 4. As a result of the amendment set forth above, Exhibit I to the Agreement is replaced and shall hereinafter be in effect with the wording of Exhibit I to this amendment. 5. All other provisions of the Agreement not expressly modified hereby are ratified. 6. The parties elect the courts of the Judicial District of São Paulo, State of São Paulo. This instrument is executed in two (2) counterparts. São Paulo, August 8, 2011. BANCO ITAUCARD S.A. (sgd) Paulo Eikievicius Corchaki Officer Employee: 005692637 (sgd) Ciro Eduardo Santalucia Superintendent Officer 64119/A ITAÚ UNIBANCO S.A. (sgd) Paulo Eikievicius Corchaki Officer Employee: 005692637 (sgd) Ciro Eduardo Santalucia Superintendent Officer 64119/A Witnesses: 1. (sgd) Name: Tatiana Grecco Taxpayer Card (CPF): 22.539.046-2 2. (sgd) Name: Taxpayer Card (CPF): AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT EXHIBIT I – LIST OF FUNDS FUND IT NOW IFNC INDEX FUND IT NOW ISE INDEX FUND IT NOW IGCT INDEX FUND IT NOW IDIV INDEX FUND IT NOW IMAT INDEX FUND São Paulo, August 8, 2011. BANCO ITAUCARD S.A. (sgd) Paulo Eikievicius Corchaki Officer Employee: 005692637 (sgd) Ciro Eduardo Santalucia Superintendent Officer 64119/A ITAÚ UNIBANCO S.A. (sgd) Paulo Eikievicius Corchaki Officer Employee: 005692637 (sgd) Ciro Eduardo Santalucia Superintendent Officer 64119/A Witnesses: 1. (sgd) Name: Tatiana Grecco Taxpayer Card (CPF): 22.539.046-2 2. (sgd) Name: Taxpayer Card (CPF): CNPJ 11.961.094/0001-81 12.984.444/0001-98 11.184.136/0001-15 13.416.245-0001-46 13.416.228/0001-09