CIRCULAR LETTER/CVM/SMI No. 2/2015

São Paulo, January 23, 2015

To

Securities Registrars (“registrars”)

Subject: Adaptation to CVM Instruction No. 543/2013 (“Instruction”)

Dear Sirs,

1. In accordance with Article 33 of CVM Instruction No. 543, of December 20, 2013, all registrars registered with the CVM must adapt to the provisions of the aforementioned Instruction by December 2015.

2. With the objective of facilitating the adaptation process of the registrars, whose coordination will be the responsibility of the Superintendence of Market Relations and Intermediaries – SMI, the following schedule is established:

Deadline or Period	Document from Annex 6 of ICVM 543
Until 2/27/2015	a) Current Articles of Incorporation or Bylaws (Art. 1, item II)<br>b) Functional organizational chart (Art. 1, item IV)<br>c) Designation of the audit firm and declaration of independence (Art. 1, item VIII)*
From 5/1 to 5/31/2015	d) Registration update (ICVM 510)<br>e) Name and qualification of legal representatives (Art. 1, item V)<br>f) Copy of the meeting minutes electing directors (Art. 1, item VI)<br>g) Submission of a Type 1 report on the description, design, and operational effectiveness of controls (Article 1, IX)
Until 7/31/2015	h) Capacity document (Art. 1, item III)<br>i) Model of contract for the provision of registrar services (Art. 1, item VII)<br>j) Procedures for providing information to investors whenever the securities are not subject to centralized deposit (Art. 26 of CVM Instruction No. 543/2013)
Until 4/30/2016	k) Submission of the first Type 2 report on the description, design, and operational effectiveness of controls, referring to the 2015 fiscal year (Article 29, II, of CVM Instruction No. 543/2013)

*The provision for the designation of the audit firm in the first stage of the schedule is due to the need to facilitate the preparation and delivery, to the CVM on 4/30/2016 (item “l” of the schedule), of the Type 2 Report for the 2015 fiscal year, covering the most comprehensive period possible of that fiscal year.

3. In all phases, the submission of documents must be electronic, via upload on the CVM website on the World Wide Web, www.cvm.gov.br, with access to the “Registration Update” option available in the CVMWeb system. After accessing the restricted environment with the CPF of the person responsible for the institution and the password, the “Registration Update of Participants” link must then be accessed, followed by the link associated with Participant 1, and then “Submission of Documents for Adaptation to CVM Instruction No. 543/2013”, through which digital files in “.ZIP” format and a maximum size of 1 MB each must be sent.

4. The SMI opted to stagger the submission according to the degree of complexity of preparing the documents, as well as the temporal feasibility of their delivery. Thus, the first documents to be delivered are those of simpler preparation:

4.1 Articles of Incorporation or Bylaws (Annex 6, Art. 1, item II): the current document, bearing the legal formalities, must be sent.

4.2 Functional organizational chart of the area dedicated to registration, specifying the functions and responsibilities of the people who comprise it and the regime of segregation of functions (Annex 6, Art. 1, item IV): an organizational chart must be presented with the functional relationships of the area dedicated to registration of the registered institution, with the description of the responsibilities of each component of the functional diagram. Additionally, the regime of segregation of registration activities from other activities developed by the institution must be detailed, specifying the mechanisms that make the described segregation effective.

4.3 The mandatory registration update of CVM Instruction No. 510/2011: during the month of May of each year, registrars must confirm that their registration information with the CVM remains valid and updated, through a specific path dedicated to this purpose in the CVMWeb system. Thus, during the month of May 2015, after the confirmation of their registration information and the information of the directors responsible for complying with CVM Instructions, a copy of the minutes of the meeting with these designations and evidence of compliance with CVM Instruction No. 510/2011 (for example, system confirmation protocol of CVMWeb) must be sent by the means indicated in item 3 of this Circular Letter (Annex 6, Art. 1, item VI).

4.4 Name and qualification of legal representatives (Annex 6, Art. 1, item V): compliance with this requirement will be achieved by presenting the signature card (model attached) with the full name, CPF, position, and signature of each director.

4.5 Document intended to demonstrate the organizational, technical, operational, and financial capacity of the registrar (Annex 6, Art. 1, item III): According to the structure contained in the Instruction, the document must be composed of the following topics:

a) Clarification on the scope and reach of the activity provided: whether performed for investment fund shares, for debentures, for stocks, or for any other securities, with the specification, thus, of all securities for which the institution provides registration services.

b) Description of the main characteristics of the processes and computerized systems that must be used in the provision of services, with the specification of the operational routines intrinsic and extrinsic to the systems, as well as the procedures and internal controls pertinent to each of the segments described in response to item (a):

• Highlight on the procedures and internal controls related to:
  i. Opening and maintenance, in computerized systems, of registration books;
  ii. Recording information related to the ownership of securities, as well as real rights of enjoyment or guarantee and other rights incident upon them;
  iii. Treatment of movement instructions received from the holder of the security;
  iv. Carrying out the procedures and records necessary to effectuate and apply to the securities, the regime of centralized deposit;
  v. Treatment of events incident upon the securities.

c) Description of the securities account structure, for each of the segments described in response to item (a):

• The securities account structures for issuers and investors must be described independently, if applicable, with emphasis on the necessary segregation between the types of services provided.

d) Summary description of security standards regarding installations, equipment, and data, for each of the segments described in response to item (a):

• Logical Security:
  i. Information security policy: guidelines, approval, and process of dissemination and training to employees and third parties;
  ii. Password parameters: minimum configuration;
  iii. Administration of access to systems, database, and networks:
  1. Process of approval, alteration, and revocation of access;
  2. Matrix of segregation of functions: definition, application, and treatment for cases of exception;
     iv. Security of the network, files, systems, and database: tool, monitoring, and treatment.
• Physical Security:
  i. Access Control: control tools and method of monitoring.

e) Description of the human resources allocated to the activity, with specification of the functions and positions necessary for its performance, for each of the segments described in response to item (a):

• Description of positions (and respective functions) related to the registration activity with the minimum qualification required for its filling, as well as the quantity of professionals allocated to the registration activity, by position.

f) Policy of segregation of functions, for each of the segments described in response to item (a):

• Description of the mechanisms that make it possible to ensure that the functions of authorization, execution, and control are performed by different people in the structure of the registrar.

g) Plan for contingencies, file recovery systems, and database, for each of the segments described in response to item (a):

• Business continuity plan: strategies, scenarios, infrastructure implemented, tests performed, and results.

h) Copies of software assignment and development contracts, entered into between the applicant and the company owning the system or responsible for its development, in the event that the systems were not developed by the applicant, for each of the segments described in response to item (a).

4.6 Models of contracts for the provision of securities registration services (Annex 6, Art. 1, item VII): the contract for the provision of registration services must respect not only the content of the Instruction, but also the provisions of the Regulations and/or Operations Manuals of the Central Depositories, insofar as pertinent.

4.7 Detailed description of the means used by the registrar to provide information to the investor (Art. 26 of ICVM No. 543): a descriptive report of the means used to provide information to the investor must be presented, with examples of the material sent, form, and periodicity of sending. If there is segmentation that implies the use of differentiated communication means with the registrar's clients, this fact must be properly exposed.

4.8 Designation of the independent audit firm registered with the CVM that will carry out the operational audit of the registration service, as well as declaration of its independence from the audited institution (Annex 6, Art. 1, item VIII): declaration stating the name of the independent audit firm contracted to comply with Art. 29, item II, of CVM Instruction No. 543/2013.

4.9 Submission of the report on the description, design, and operational effectiveness of controls (type 1) for the registration service (Annex 6, Art. 1, item IX): in the interpretation of the Superintendence, a report with this scope, prepared by the independent auditor indicated in attention to item “a” of the schedule, must be delivered by the date indicated in item “g” of that same schedule. We inform that, for the purpose of complying with this item, the delivery of the report provided for in Article 8 of CVM Instruction No. 89/88 will be admitted, for all institutions that possess it for the reference fiscal year of 2014.

5. It is important to highlight that the adaptation process of registrars to the provisions of CVM Instruction No. 543/2013 is not limited to compliance with the schedule now informed, inasmuch as the Instruction established some new obligations for this service provider, among which we highlight:

5.1 Rules, procedures, and internal controls (Art. 27): the document will be required starting from January 2016.

5.2 Compliance report (Art. 29, item I): although the CVM encourages the production of the report relating to the year 2015 (presentation in 2016), the internal audit report will only be required starting from 2016. Thus, the first report must be presented by April 28, 2017.

5.3 Internal audit structure (Art. 30): registrars must have structured by December 2015 an internal audit area compatible with the services they provide, considering, among others, the securities registered, the public served by the registrar, the volumes registered, and the celebration of contracts with third parties.

5.4 The first report of the independent auditor: the report required based on Article 29, II (that is, of Type 2, in the form of NBC TO 3402, approved by the Federal Council of Accounting), must be delivered by the last business day of April 2016, with reference to the maximum possible period relative to the 2015 fiscal year (at least, from March onwards, given item “a” of the schedule provided in item 2 of this Circular Letter).

5.5 With reference to the provision in Article 57, § 6º, of CVM Instruction No. 409/04, which states that “Funds administered by financial institutions do not need to contract the services provided for in items... V [registration of shares], of Art. 56 when they are executed by their administrators, who in these cases will be considered authorized for their provision”, we highlight that, in the interpretation of this Superintendence, such provision does not exempt such registrars from the full applicability of CVM Instruction No. 543/2013 to the provision of their services, nor from the obligation to comply with the schedule established by this Circular Letter.

7. We also inform that the CVM may carry out, in partnership with trade associations, self-regulatory organizations, etc., specific workshops in which eventual doubts may be clarified. If the case arises, such events will be subject to specific disclosure.

8. Any doubts related to the adaptation process may be clarified by contacting the Market Structure and Electronic Systems Management – GME (gme@cvm.gov.br).

9. Finally, we inform that non-compliance with the schedule provided for in this Circular Letter will imply the cancellation of the institution's accreditation for the services of securities registrar, observed, in any case, the right of appeal provided for in CVM Deliberation No. 463/03.

Sincerely,

WALDIR DE JESUS NOBRE
Superintendent of Market Relations and Intermediaries

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Signature Card – REGISTRAR

Institution / Corporate Name
CNPJ Registration Number

Hereby represented, by its legal representatives below signed, appoints and constitutes as its attorneys the person(s) identified below, in order to represent it before the Securities and Exchange Commission - CVM.

This instrument is valid until XX / XX / XXXX (maximum term of two years) and applies to the user(s) registered under CNPJ No.: XX.XXX.XXX.XXX-XX

Any changes in accreditation or powers related here must be immediately communicated to the CVM.

Name	Signature	CPF	POSITION

NOTE: This card will only be valid if the powers are proven through the contract, articles of incorporation, and/or corresponding mandate in accordance with Current Legislation.

Space reserved for notarization of signature.