CVM Instruction 209 (Revoked) - Emergent Company Investment Mutual Funds

FULL TEXT OF CVM INSTRUCTION NO. 209, OF MARCH 25, 1994, WITH THE CHANGES INTRODUCED BY CVM INSTRUCTIONS NOS. 225/94, 236/95, 246/96, 253/96, 363/02, 368/02, 415/05, 435/06, 453/07, 470/08, 477/09, 498/11 AND 554/14.

Provides for the constitution, operation, and administration of Investment Mutual Funds in Emergent Companies.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION makes public that the Collegiate Body, in a meeting held on March 15, 1994, and in view of the provisions of RESOLUTION NO. 1,787, of February 1, 1991, of the National Monetary Council and of art. 19 of LAW NO. 6,385, of December 7, 1976,

RESOLVED:

CHAPTER I
OF THE CONSTITUTION AND CHARACTERISTICS

Art. 1. The Investment Mutual Fund in Emergent Companies, constituted in the form of a closed condominium, is a communion of resources destined for application in a diversified portfolio of securities issued by emergent companies, and its denomination must contain the expression "Investment Mutual Fund in Emergent Companies".

§1. Emergent companies are understood to be companies that present annual net revenue lower than the equivalent, in national current currency, to 30,000,000 (thirty million) URVs (Real Value Unit), calculated in the balance sheet closing the exercise prior to the acquisition of the securities issued by them.

§1. An emergent company is understood to be a company that presents annual net revenue, or consolidated annual net revenue, lower than R$ 60,000,000.00 (sixty million reais), calculated in the balance sheet closing the exercise prior to the acquisition of the securities issued by them.

• §1 with wording given by CVM Instruction No. 253, of August 14, 1996.

§1. An emergent company is understood to be a company that presents annual net revenue, or consolidated annual net revenue, lower than R$ 100,000,000.00 (one hundred million Reais), calculated in the balance sheet closing the exercise prior to the acquisition of the securities issued by them.

• §1 with wording given by CVM Instruction No. 363, of April 2, 2002.

§1. An emergent company is understood to be a company that presents annual net revenue, or consolidated annual net revenue, lower than R$ 150,000,000.00 (one hundred and fifty million Reais), calculated in the balance sheet closing the exercise prior to the acquisition of the securities issued by them.

• §1 with wording given by CVM Instruction No. 470, of May 6, 2008.

§2. The limit provided for in § 1 of this article will be determined at the time of the first investment, but will not apply when the Fund subscribes or makes new acquisitions of shares or other securities from those same companies.

§3. It is prohibited for the Fund to invest in a society that is part of a group of societies, de facto or de jure, whose consolidated net equity is equal to or greater than the value in national current currency of 60,000,000 (sixty million) URVs.

§3. It is prohibited for the Fund to invest in a society that is part of a group of societies, de facto or de jure, whose consolidated net equity is greater than R$ 120,000,000.00 (one hundred and twenty million reais).

• §3 with wording given by CVM Instruction No. 253, of August 14, 1996.

§3. It is prohibited for the Fund to invest in a society that is part of a group of societies, de facto or de jure, whose consolidated net equity is greater than R$ 200,000,000.00 (two hundred million Reais).

• §3 with wording given by CVM Instruction No. 363, of April 2, 2002.

§3. It is prohibited for the Fund to invest in a society whose share control is held by a group of societies, de facto or de jure, whose consolidated net equity is greater than R$ 300,000,000.00 (three hundred million Reais).

• §3 with wording given by CVM Instruction No. 470, of May 6, 2008.

§4. It is prohibited for the Fund to invest in a society in which quota holders or administrators of the Fund, or their respective spouses or relatives up to the 2nd degree, participate, directly or indirectly, individually or jointly, in a percentage greater than 10% of the social capital, or in which they hold administrative positions, except for the exercise, by the administrators of the Fund, of positions in exclusively consultative bodies of the societies they participate in.

§4. It is prohibited for the Fund to invest in a society in which quota holders or administrators of the Fund, or their respective spouses or relatives up to the 2nd degree, participate, directly or indirectly, individually or jointly, in a percentage greater than 10% of the social capital, or in which they hold administrative positions, except for the exercise, by the administrators of the Fund, of positions obtained as a result of the exercise of rights related to the securities included in portfolios administered by them in the capacity of administrators of third-party portfolios.

• §4 with wording given by CVM Instruction No. 368, of May 29, 2002.

• §4 revoked by CVM Instruction No. 453, of April 30, 2007.

Art. 2. The Fund will have a maximum duration of 10 (ten) years, counted from the date of authorization for operation by the Securities and Exchange Commission.

Sole Paragraph. The duration period will be extendable, only once, for up to 5 (five) more years, by approval of 2/3 of the total quotas issued, in a General Assembly especially convened for this purpose.

Art. 2. The Fund will have a maximum duration of 10 (ten) years, counted from the date of authorization for operation by the Securities and Exchange Commission.

• Art. 2 with wording given by CVM Instruction No. 477, of January 28, 2009.

Art. 3. Once the Fund is constituted, the administrator must request authorization for its operation from the Securities and Exchange Commission.

§1. The authorization for operation of the Investment Fund in Emergent Companies will depend on compliance with the following requirements:
I - prior registration of public distribution of quotas, if applicable (art. 22, sole paragraph); II - proof of full payment of all quotas related to the initial patrimony; II - proof of subscription of all quotas related to the initial patrimony;

• Item II with wording given by CVM Instruction No. 368, of May 29, 2002.
  III - term of constitution of the Fund, registered at the Titles and Documents Registry Office.

§2. The full payment of the quotas constituting the initial patrimony must be concluded within a maximum period of 180 (one hundred and eighty) days, from the date of granting of the registration of the distribution of quotas by the Securities and Exchange Commission, if applicable, or from the date of the deliberation of its issuance if intended for private placement.

§2. The full subscription of the quotas constituting the initial patrimony must be concluded within a maximum period of 180 (one hundred and eighty) days, from the date of granting of the registration of the distribution of quotas by the Securities and Exchange Commission, if applicable, or from the date of the deliberation of its issuance if intended for private placement.

• §2 with wording given by CVM Instruction No. 236, of June 6, 1995.

§2. The full payment of the quotas constituting the initial patrimony must be concluded within a maximum period of 360 (three hundred and sixty) days, from the date of granting of the registration of the distribution of quotas by the Securities and Exchange Commission, if applicable, or from the date of the deliberation of its issuance if intended for private placement.

• §2 with wording given by CVM Instruction No. 363, of April 2, 2002.

§2. The full subscription of the quotas constituting the initial patrimony must be concluded within a maximum period of 360 (three hundred and sixty) days, from the date of granting of the registration of the distribution of quotas by the Securities and Exchange Commission, if applicable, or from the date of authorization for constitution of the fund, if intended for private placement.

• §2 with wording given by CVM Instruction No. 368, of May 29, 2002.

§3. Only the issuance of quotas that possess value equivalent, in national current currency, to a minimum of 100,000 (one hundred thousand) URVs will be permitted.

§3. Only the issuance of quotas of value equal to or greater than R$ 25,000.00 (twenty-five thousand reais) will be permitted.

• §3 with wording given by CVM Instruction No. 246, of March 18, 1996.

§3. Only the issuance of quotas of value equal to or greater than R$ 10,000.00 (ten thousand reais) will be permitted.

• §3 with wording given by CVM Instruction No. 253, of August 14, 1996.

§3. Only the issuance of quotas of value equal to or greater than R$ 20,000.00 (twenty thousand Reais) will be permitted.

• §3 with wording given by CVM Instruction No. 363, of April 2, 2002.

§3. Only qualified investors, as defined in specific regulation, will be allowed to invest in the fund.

• §3 with wording given by CVM Instruction No. 554, of December 17, 2014.

§4. The Superintendent of Institutional Investor Relations of the CVM, due to a reasoned request and at his exclusive discretion, may extend the period provided for in § 2, for a period of up to 60 (sixty) days.

• §4 added by CVM Instruction No. 368, of May 29, 2002.

Art. 4. The regulations of the Investment Mutual Fund in Emergent Companies must necessarily provide for:
I - qualification of the administering institution; II - investment policy to be adopted by the administrator, assets that may compose the Fund's Portfolio, and the establishment of the diversification policy; III - entry fee or criterion for its fixation; IV - remuneration of the administrator; V - availability of information for the quota holders, observed the provisions of Chapter IX; VI - expenses and charges of the Fund; VII - possibility or not of new issuances; VIII - possibility and conditions of amortization of quotas; IX - competence of the General Assembly of quota holders, criteria and requirements for its convocation and deliberation, observed the provisions of Chapter IV; X – indication of possible conflicts of interest.

• Item X included by CVM Instruction No. 453, of April 30, 2007.

Sole Paragraph. The fees, expenses, and deadlines will be identical for all quota holders.

§1. The fees, expenses, and deadlines will be identical for all quota holders.

• Original sole paragraph renumbered to § 1 by CVM Instruction No. 368, of May 29, 2002.

§2. The administrator may establish that portions of the administration fee be paid directly by the fund to contracted service providers, provided that the sum of these portions does not exceed the total amount of the administration fee fixed in the fund's regulations.

• §2 added by CVM Instruction No. 368, of May 29, 2002.

Art. 5. The following acts related to the Fund must be communicated to the Securities and Exchange Commission, within a period of up to 8 (eight) days counted from their deliberation in general assembly:

• "Caput" with wording given by CVM Instruction No. 477, of January 28, 2009.
  I - alteration of the regulations;
  II - indication and substitution of the director responsible for the administration of the Fund (art. 6, § 2); III - substitution of the administrator; IV - merger; V - incorporation; VI - spin-off; VII - liquidation; VII - liquidation; and
• Item VII with wording given by CVM Instruction No. 477, of January 28, 2009.
  VIII - issuance of new quotas.
  VIII - distribution of new quotas.
• Item VIII with wording given by CVM Instruction No. 477, of January 28, 2009.

§1. The acts provided for in items II, III, and VIII must be submitted to the Securities and Exchange Commission prior to their formalization.

§1. The deliberation on the matters indicated in items I to VII will only produce effects from the date of protocol at the Securities and Exchange Commission of the copy of the minutes of the general assembly, with the full text of the deliberations, and of the consolidated fund regulations, if applicable.

• §1 with wording given by CVM Instruction No. 477, of January 28, 2009.

§2. The Central Bank of Brazil will be informed by the Securities and Exchange Commission of the authorization for operation of the Fund, as well as of the cases provided for in items II to VII of this article, in cases where the Administrator is an institution authorized to operate by the Central Bank of Brazil.

§2. The distribution of new quotas of the fund depends on prior registration at the Securities and Exchange Commission.

• §2 with wording given by CVM Instruction No. 477, of January 28, 2009.

CHAPTER II
OF THE ADMINISTRATION

Art. 6. The administration of the FUND is the responsibility of the natural or legal person authorized by the Securities and Exchange Commission to exercise the activity of administration of securities portfolios.

§1. The administration of the Fund, when exercised by a legal person, will be under the direct supervision and responsibility of a director of the administering institution.

§2. The administration of the Investment Mutual Fund in Emergent Companies that has its quotas placed or negotiated publicly will be exercised exclusively by a multiple bank with investment portfolio, investment bank, public financial institutions, brokerage company, or securities distribution company, previously authorized to exercise the activity of administration of securities portfolios.

§2. When the administration of the Fund is not exercised by a financial institution or member of the distribution system, the administrator must hire a legally qualified institution for the execution of placement, issuance, and redemption of quotas and treasury services, such as:
I - opening and movement of bank accounts, in the name of the Fund; II - receipt of resources upon issuance or payment of quotas, and payment upon redemption of quotas or liquidation of the Fund; III - receipt of dividends and any other earnings; IV - financial settlement of all operations of the Fund.

• §2 and items with wording given by CVM Instruction No. 225, of December 20, 1994.

Art. 7. The administrator will have powers to exercise all rights inherent to the titles and securities included in the Fund's portfolio, including the right to action and to attend and vote in general and special assemblies.

§1. The administrator may, likewise, open and move bank accounts, acquire and alienate titles and securities freely, settle, practice, in short, all acts necessary for the administration of the portfolio, observing the provisions of this Instruction.

§2. The custodial institutions of the titles and securities of the Fund will only be able to comply with orders signed by the legal representative(s) or agent of the administrator, duly accredited with him for this purpose (art. 11, item VI).

Art. 8. The administrator may, with prior notice of at least 60 (sixty) days, addressed to each quota holder, resign from the administration of the Fund, and must immediately communicate the fact to the Securities and Exchange Commission.

Sole Paragraph. In the case of Funds with quotas negotiated in stock exchanges or organized over-the-counter market, the administrator must adopt the same disclosure dispensed to relevant events.

Art. 9. The Securities and Exchange Commission, in the use of its legal attributes, may decertify the administrator who fails to comply with current norms.

§1. The decertification process will begin with notification of the Securities and Exchange Commission to the administrator, indicating the facts that supported it and the deadline for presenting a defense, not less than 15 (fifteen) days counted from the date of receipt of the respective notification.

§2. The decision of the Securities and Exchange Commission that decertifies the administrator will be reasoned, with appeal to the National Monetary Council, without suspensive effect, within a period of 15 (fifteen) days counted from the date of receipt of the respective communication.

Art. 9. The Securities and Exchange Commission may decertify the fund administrator, in accordance with the norms that regulate the exercise of the activity of portfolio administrator.

• Art. 9 with wording given by CVM Instruction No. 477, of January 28, 2009.

Art. 10. In the cases of resignation and decertification, the administrator will be obliged to immediately convene the General Assembly to elect its substitute, and it will be facultative for quota holders who hold at least 5% (five percent) of the issued quotas, in any case, or to the Securities and Exchange Commission, in cases of decertification, to convene the general assembly, if the administrator does not do so within a period of 15 (fifteen) days counted from the event.

Sole Paragraph. The administrator must remain in the exercise of its functions until its effective substitution.

Art. 10. In the cases of resignation or decertification, the administrator will be obliged to immediately convene the general assembly of quota holders to elect its substitute, to be held within a period of up to 10 (ten) days, and it will also be facultative for quota holders who hold at least 5% (five percent) of the issued quotas, in any case, or to the Securities and Exchange Commission, in cases of decertification, to convene the general assembly.

• "Caput" with wording given by CVM Instruction No. 477, of January 28, 2009.

§1. In the case of resignation, the administrator must remain in the exercise of its functions until its effective substitution.

• Sole paragraph renumbered to § 1 and with wording given by CVM Instruction No. 477, of January 28, 2009.

§2. In the case of decertification, the Securities and Exchange Commission may indicate a temporary administrator until the election of a new administration.

• §2 added by CVM Instruction No. 477, of January 28, 2009.

CHAPTER III
OF THE OBLIGATIONS OF THE ADMINISTRATOR

Art. 11. The following are included among the obligations of the administrator:
I - maintain, at its own expense, updated and in perfect order:
a) the records of quota holders and transfers of quotas; b) the minutes book of general assemblies; c) the attendance book of quota holders;

d) the archive of the auditors' opinions; e) the accounting records related to the operations and patrimony of the Fund; f) the documentation related to the operations of the Fund, for a period of five years. II - receive dividends, bonuses, and any other earnings or values from the Fund; III - exercise or alienate the rights of subscription of shares and other securities; IV - employ, in the defense of the rights of the quota holders, the diligence required by the circumstances, practicing all acts necessary to ensure them, including actions, appeals, and exceptions; V - bear the expenses of the Fund's advertising; VI - keep custodied in a commercial bank, multiple bank with investment portfolio, investment bank, stock exchange, or custody entity authorized by the Securities and Exchange Commission, the titles and securities included in the Fund; VII - the payment of a penalty fine, in accordance with current legislation, per day of delay in compliance with the deadlines provided for in this Instruction; VIII - prepare an opinion regarding the operations and results of the Fund, annually, forwarding the financial statements, which must contain, among other information and/or necessary comments, a declaration that the provisions of this Instruction and the Fund Regulations were observed; IX - prepare studies and investment analyses that support the decisions to be taken, maintaining appropriate records with the justifications for the recommendations and decisions taken; X - periodically update the studies and analyses, allowing perfect monitoring of the investments made, objectives achieved, return perspectives, and identification of possible courses of action that maximize the investment result.

Sole Paragraph. Any benefit or advantage that the administrator may obtain, which is not provided for in the regulations, must be immediately passed on to the Fund.

CHAPTER IV
OF THE GENERAL ASSEMBLY

Art. 12. It is exclusively the competence of the General Assembly of quota holders:
I - take, annually, the accounts related to the Fund and deliberate on the financial statements presented by the administrator; II - alter the regulations of the Fund; III - deliberate on the substitution of the administrator; IV - deliberate on the merger, incorporation, spin-off, or eventual liquidation of the Fund; V - deliberate on the issuance of new quotas; VI - deliberate on alterations in the administrator's remuneration rate, including with respect to participation in the Fund's results.

VI – deliberate on the increase in the administrator's remuneration rate, including with respect to participation in the fund's results;

• Item VI with wording given by CVM Instruction No. 477, of January 28, 2009.
  VII – deliberate on the alteration of the quorum for installation and deliberation of the general assembly; and
• Item VII added by CVM Instruction No. 477, of January 28, 2009.
  VIII – deliberate on the extension of the fund's duration period.
• Item VIII added by CVM Instruction No. 477, of January 28, 2009.

Sole Paragraph. The Fund's regulations may be altered independently of a General Assembly or consultation with the quota holders whenever such alteration results exclusively from the need to meet the express requirement of the Securities and Exchange Commission, as a consequence of legal or regulatory norms, and the necessary communication to the quota holders must be provided, within a period of 30 (thirty) days, if applicable.

Art. 13. The convocation of the General Assembly will be made in the manner stipulated in the Fund's Regulations.

§1. Regardless of the convocation provided for in this article, the General Assembly will be considered regular if all quota holders attend.

§2. The General Assembly may be convened by the administering institution or by quota holders who hold, at least, 5% (five percent) of the total quotas issued by the Fund.

Art. 14. At the General Assembly, which may be installed with any number, the deliberations will be taken by the criterion of the majority of quotas of those present, corresponding to each quota one vote, except for the provisions of § 3 of art. 15.

Sole Paragraph. The deliberations related to the matters provided for in items III, IV, and VI, of art. 12, and, unless already provided for in the Regulations, the issuance of new quotas (item V, of art. 12) must be approved by the majority of the issued quotas.

Sole Paragraph. The deliberations related to the matters provided for in items III, IV, and VI to VIII of art. 12, and, unless already provided for in the Regulations, the issuance of new quotas (item V of art. 12) must be approved by the majority of the issued quotas.

• Sole paragraph with wording given by CVM Instruction No. 477, of January 28, 2009.

Art. 15. The deliberations of the General Assembly may be taken through a formalized consultation process in letter, telex, or telegram directed by the administering institution to each quota holder for response within a maximum period of 30 (thirty) days.

§1. The consultation must contain all informative elements necessary for the exercise of the right to vote.

§2. The absence of response will be considered as consent by the quota holders, provided that such interpretation is expressly authorized by the Fund's regulations and is contained in the consultation itself.

§3. The "quorum" for deliberations taken in the manner of this article will be that of an absolute majority of the issued quotas, regardless of the matter.

Art. 16. Only quota holders registered in the "Register of Quota Holders" or in the deposit account, as applicable, may vote at the General Meeting, provided such registration occurred 3 (three) days before the date fixed for its holding.

Art. 17. Legal representatives of quota holders or their legally constituted proxies shall have standing to attend the General Meeting or to vote in the deliberation process by consultation.

CHAPTER V
OF THE ISSUANCE, PLACEMENT, NEGOTIABILITY AND REDEMPTION OF QUOTAS

Art. 18. The quotas of the Mutual Investment Fund in Emerging Companies shall correspond to ideal fractions of its assets and shall assume a registered form.

§1o The quotas may be represented by Investment Certificates or kept in deposit accounts in the name of their holders, as established by the Fund's regulations.

§2o The ownership of registered quotas is presumed by the registration of the quota holder's name in the "Register of Registered Quotas" or in the deposit account for the quotas, opened in the name of the quota holder.

Art. 19. The Investment Certificate, when issued, shall contain:
I - the denomination "INVESTMENT CERTIFICATE"; II - the name of the Fund and its registration number in the General Register of Taxpayers of the Ministry of Finance; III - the following information about the administering institution:
a) denomination and location of the headquarters; b) reference to the authorization by the Securities and Exchange Commission (art. 3o); c) registration number in the General Register of Taxpayers of the Ministry of Finance; IV - name of the quota holder; V - order number of the certificate; VI - quantity of quotas represented by it; VII - place and date of issuance; VIII - authorized signature of the administrator or the responsible director of the administrator, mechanical stamp being admitted.

Art. 20. The Investment Certificate or the deposit account statement shall represent an integer and/or fractional number of quotas belonging to the quota holder, according to the records of the Mutual Investment Fund in Emerging Companies.

Article 21. Only quotas of the Fund that have been subject to a public distribution previously registered with the Securities and Exchange Commission may be negotiated in the stock or over-the-counter market, observing the provisions of the sole paragraph of article 22.

Art. 21. Only quotas of the Fund that have been subject to a public distribution previously registered with the Securities and Exchange Commission may be negotiated in the stock or over-the-counter market.

• "Caput" with wording given by CVM Instruction no. 368, of May 29, 2002.

§1o Fund quotas may only be negotiated in the stock or over-the-counter markets after the full payment of the issuance price.

§2o In the event that Fund quotas are admitted to a stock exchange, negotiations with these quotas outside the exchange may only occur in the following cases:
I - when intended for public distribution, during the period of such distribution; II - when relating to private negotiation.

§3o The quotas of the Mutual Investment Fund in Emerging Companies may only be placed with the public through a multiple bank with an investment portfolio, investment bank, brokerage firm, or distribution company, subject to the formalities required by the Securities and Exchange Commission.

§4o The public placement of Fund quotas shall be preceded by an announcement of the start of distribution, previously approved by the Securities and Exchange Commission, containing the necessary information for the investor, published in a widely circulated newspaper in the location(s) where the distribution is carried out.

§5o The provisions of CVM RESOLUTION No. 20, of 02/15/85, apply to the Fund's quotas; that is, the participation of companies or professionals integrated into the distribution system, buying or selling, makes the negotiation public.

Art. 21 Fund quotas may only be negotiated in regulated markets:
I - when distributed publicly through an offer registered with the CVM; II - when distributed with restricted efforts, observing the restrictions of the specific rule; or III - when the quotas are already admitted to negotiation in regulated markets.

§ 1o Fund-issued quotas that do not fall under the cases of items I to III of the caput may also be negotiated in regulated markets, provided they are previously submitted to negotiation registration, through the presentation of a prospectus, in accordance with applicable regulations.

§ 2o For the purposes of applying item III of the caput, in the case of the fund that obtained financial support from development agencies, only quotas whose classes are already admitted to negotiation may be negotiated in regulated markets.

• Article with wording given by CVM Instruction no. 498, of June 13, 2011.

Art. 22. The request for registration of quota distribution with the Securities and Exchange Commission shall be formulated by the administrator, accompanied by the following documents:
I - resolution of the administrator regarding the project for the constitution of the Fund, which must contain the full text of its regulations, registered at the Titles and Documents Registry located at the administrator's headquarters, and the initial assets of the Fund;

II - indication of the director of the administering institution responsible for the administration of the Fund, if applicable; III - other documents necessary for the complete disclosure of the distribution.

§1o At the discretion of the Securities and Exchange Commission, prior registration may be waived when the public distribution:

§1o At the discretion of the Securities and Exchange Commission, prior registration may be waived when the public distribution:

• § 1o with wording given by CVM Instruction no. 363, of April 2, 2002.

I - restricts subscription to amounts greater than 200,000 (two hundred thousand) URVs per investor; or I - restricts subscription to amounts greater than R$ 400,000.00 (four hundred thousand Reais) per investor; or

• Item I of §1o with wording given by CVM Instruction no. 363, of April 2, 2002.

II - is intended for an investor public consisting of no more than 35 people.

§2o Secondary negotiations of the quotas subject to the distribution referred to in paragraph 1o of this article shall observe the requirements provided in that paragraph 1o.

• §§ 1o and 2o revoked by CVM Instruction no. 498, of June 13, 2011.

Art. 23. The issuance, subscription and full payment of quotas shall comply with the terms, conditions and values stipulated in the Regulations and informed in the distribution registration process with the Securities and Exchange Commission, when applicable.

§1o All quotas of the Fund ensure the same rights to their holders.

§2o At the time of subscription of the quotas, the subscriber shall sign the list or individual subscription form, which shall be authenticated by the administrator, or by the institution authorized to process the subscription and full payment of the quotas.

§3o The subscription list or form shall contain:
I - name and qualification of the subscriber;
II - number of quotas subscribed;
III - subscription price and total amount to be fully paid; IV - date of full payment.
IV – information on the deadline for full payment of the quotas.

• Item IV with wording given by CVM Instruction no. 368, of May 29, 2002.

§4o Subscription may be made by means of a letter addressed to the administering institution, observing the provisions of this article.

Art. 24. The amounts received in the full payment of quotas shall be deposited in a commercial bank, in the name of the Fund in organization, and their immediate application in fixed-income securities, public or private, shall be mandatory.

Sole paragraph. If authorization is not obtained under the terms provided in art. 3o, the Fund's financial resources shall be immediately prorated among the subscribers, in proportion to the amounts fully paid, monetarily corrected, plus the net earnings earned by the Fund's applications.

Art. 25. In Mutual Investment Funds in Emerging Companies, there shall be no redemption of quotas, except upon the expiration of the duration period or liquidation of the Fund.

CHAPTER VI
OF THE COMPOSITION AND DIVERSIFICATION OF THE PORTFOLIO

Art. 26. Once constituted and authorized for operation, the Fund shall maintain, in minimum, 75% (seventy-five percent) of its applications in shares, debentures convertible into shares, or subscription warrants for shares issued by emerging companies.

§1o The portion of its applications not invested in securities of emerging companies shall, obligatorily, be invested in quotas of fixed-income funds, and/or in fixed-income securities of free choice by the administrator, or securities of open companies acquired on a stock exchange or organized over-the-counter market.

§2o To meet the minimum limit provided in the "caput" of this article, it shall be admitted that the daily positions in securities of emerging companies reach 50% (fifty percent) of the total value of applications, provided that the average, every 180 (one hundred and eighty) days, obeys the minimum percentage of 75% (seventy-five percent) of the total value of applications.

§3o The Fund's non-compliance with the limits established in this article and its paragraphs, for a continuous period of 360 days, shall obligatorily imply the distribution of the amounts corresponding to its quota holders.

§ 4o It is prohibited for the fund to carry out operations with derivatives, except when such operations are carried out exclusively for the purpose of asset protection.

• §4o added by CVM Instruction no. 477, of January 28, 2009.

Art. 27. Mutual Investment Funds in Emerging Companies shall, obligatorily, highlight in their prospectuses the risks inherent to portfolio concentration resulting from their applications.

Art. 28. Orders to buy and sell securities and financial instruments shall always be issued with precise identification of the Fund.

CHAPTER VII
OF THE CHARGES OF THE FUND

Art. 29. The following expenses, which may be debited by the administrator, shall constitute charges of the Fund, in addition to the remuneration referred to in item IV of article 4o:

I - taxes, federal, state, municipal or autonomous contributions, which fall or may fall upon the assets, rights and obligations of the Fund;

II - expenses with printing, mailing and publication of reports, forms and periodicals, provided for in this Instruction or in the relevant regulation;

III - correspondence expenses of interest to the Fund, including communications to quota holders;

IV - fees and expenses of the auditors in charge of reviewing the Fund's financial statements and analyzing its situation and the administrator's performance, including with respect to the investment policy fixed in the statutes and prospectuses;

V - emoluments and commissions paid for operations of buying and selling securities and financial instruments of the Fund;

VI - attorneys' fees, costs and related expenses incurred due to the defense of the Fund's interests, in court or out of court, including the value of the condemnation, imputed to the Fund, if applicable;

VII - portion of eventual losses not directly resulting from fault or negligence of the administrator in the exercise of its functions;

VIII - insurance premiums, as well as any expenses related to the transfer of resources from the Fund between banks;

IX - any expenses inherent to the constitution, merger, incorporation, spin-off or liquidation of the Fund and to the holding of a General Meeting of quota holders;

X - custody fee for securities and financial instruments of the Fund.
X - custody fee for securities and financial instruments of the Fund; and

• Item X with wording given by CVM Instruction no. 477, of January 28, 2009.

XI - expenses with the hiring of third parties to provide fiscal, accounting and specialized consulting services, within limits established in the regulations.

• Item XI added by CVM Instruction no. 477, of January 28, 2009.

Sole paragraph. Any expenses not foreseen as charges of the Fund shall be borne by the administrator.

CHAPTER VIII
OF THE FINANCIAL STATEMENTS

Art. 30. The Mutual Investment Fund in Emerging Companies shall have its own accounting bookkeeping.

Art. 31. The Fund's financial statements shall be subject to the bookkeeping standards issued by the Securities and Exchange Commission and shall be audited annually by an independent auditor, registered with the Securities and Exchange Commission.

Sole paragraph. The financial statements of the emerging companies whose securities constitute the portfolio of the Investment Fund in Emerging Companies shall be audited annually by an independent auditor registered with the Securities and Exchange Commission.

CHAPTER IX
OF THE INFORMATION

Art. 32. The investor shall be provided, obligatorily and free of charge, at the time of their entry as a quota holder of the Mutual Investment Fund in Emerging Companies, against receipt:

I - a copy of the Fund's regulations, referred to in art. 4o;

II - a brief history of the administrator;

III - a document clearly stating the expenses with commissions or subscription fee, distribution and others that the investor must bear.

Art. 33. The Fund's administrator is obliged to disclose, widely and immediately, any act or relevant fact pertaining to it, in order to guarantee all quota holders access to information that may, directly or indirectly, influence their decisions regarding staying in the Fund and other investors regarding the acquisition of quotas.

Art. 34. The Fund's administrator shall send to the Securities and Exchange Commission:

I - semi-annually, within 60 (sixty) days after the end of this period, the following information:
a) net asset value per quota; b) portfolio composition, discriminating quantity and type of securities and financial instruments that integrate it; c) balance sheet and other financial statements of the Fund; d) list of institutions responsible for providing custody services for securities and financial instruments components of the portfolio.

II - annually, within 90 (ninety) days after the end of the period, the following information:
a) annual balance sheet and other financial statements accompanied by the opinion of the independent auditor; b) the net asset value per quota; c) the charges debited to the Fund, as provided in art. 29, specifying their value and percentage relative to the Fund's average monthly net assets;

Sole paragraph. In the case of the Fund having its quotas admitted to negotiation in the market, the administrator shall publish, in accordance with § 4o of art. 21, the annual balance sheet and other financial statements and audit opinion within 90 (ninety) days of the end of the fiscal year.

Art. 34. The fund administrator shall send to the CVM, through the Document Submission System available on the Commission's website on the worldwide computer network, according to the model available on said page, the following information:

I – quarterly, within 15 (fifteen) days after the end of the civil quarter to which they refer, the following information:

a) net asset value of the fund; and b) number of quotas issued.

II – semi-annually, within 60 (sixty) days after the end of this period, the following information:
a) net asset value per quota; b) portfolio composition, discriminating quantity and type of securities and financial instruments that integrate it; c) financial statements of the Fund; and d) list of institutions responsible for providing custody services for securities and financial instruments components of the portfolio.

III – annually, within 90 (ninety) days after the end of the period, the following information:
a) financial statements accompanied by the opinion of the independent auditor; b) the net asset value per quota; and c) the charges debited to the Fund, as provided in art. 29, specifying its value and percentage relative to the Fund's net asset value.

Sole paragraph. In the case of the fund having its quotas admitted to negotiation in the market, the administrator shall publish, in accordance with § 4o of art. 21, annual financial statements and audit opinion within 90 (ninety) days of the end of the fiscal year.

• Article with wording given by CVM Instruction no. 435, of July 5, 2006.

Art. 35. The administrator shall make available to the quota holders, in addition to the information provided in art. 34:

I - semi-annually, within 60 (sixty) days after the end of the period, the following information:
a) portfolio movement in the semester in securities issued by emerging companies; and b) balance sheet and semi-annual financial statements of the emerging companies issuing the securities contained in the Fund's portfolio;

II - annually, within 90 (ninety) days after the end of the period, the following information:
a) movement in the fiscal year of the portfolio in securities issued by emerging companies; b) annual balance sheet and financial statements, accompanied by the opinion of the independent auditor, of the emerging companies issuing the securities contained in the Fund's portfolio.

Sole paragraph. The Securities and Exchange Commission may at any time request the information provided in this article.

Art. 36. The administrator shall send annually to the quota holder:

I - Quota holder's balance in number of quotas and value; II - receipt for income tax declaration purposes.

Art. 37. Any advertising text for the offer of quotas, announcement or promotion of the Fund shall not diverge from the content of its regulations.

Sole paragraph. If the advertising text presents inaccuracies or improprieties that may induce the investor to evaluation errors, the Securities and Exchange Commission may require that corrections and clarifications be broadcast, with equal prominence, through the medium(s) used to disseminate the original advertising text.

Art. 37-A The administrator shall send simultaneously to the CVM copies of any communications regarding the fund disseminated to quota holders or third parties.

• Article included by CVM Instruction no. 435, of July 5, 2006.

CHAPTER X
OF THE PROHIBITIONS

Art. 38. It is prohibited for the administrator, in the name of the Fund:

I - to receive deposits in a checking account; II - to contract or make loans under any modality; III - to provide guarantee, aval, acceptance or co-obligate under any other form; IV - to negotiate with bills of exchange, promissory notes, except those referred to in CVM INSTRUCTION No. 134, of November 1, 1990, or other securities not authorized by the Securities and Exchange Commission; V - to promise predetermined returns to quota holders; VI - to apply resources:
a) abroad; b) in the acquisition of real estate; c) in the subscription or acquisition of shares of its own issuance.

Art. 39. It is prohibited for the administrator to sell Fund quotas on installment.

CHAPTER XI
OF THE DEADLINE FOR GRANTING AUTHORIZATIONS

Art. 40. The authorizations provided for in this Instruction shall be granted, within 30 (thirty) days, counting from the date of receipt of the request at the Securities and Exchange Commission, duly accompanied by the respective documentation.

Art. 41. The authorization shall be considered automatically granted if the request is not denied within the period referred to in art. 40.

Sole paragraph. The request not accompanied by the pertinent documentation shall be summarily denied, informing the applicant of the decision.

Art. 42. The 30 (thirty) day period shall be suspended only once, if the Securities and Exchange Commission requests additional documents or information necessary for the examination of the authorization request or conditions it to modifications in the pertinent documentation.

§1o A period not exceeding 60 (sixty) days, counted from the receipt by the applicant of the respective correspondence, shall be granted to meet the eventual requirements, under penalty of the request being denied.

§2o The Securities and Exchange Commission is assured, for final manifestation, a period corresponding to 5 (five) business days, if the remainder of the period provided in the "caput" is less.

Art. 43. The denial of the authorization request shall be communicated to the interested party through a letter with Acknowledgment of Receipt (AR).

CHAPTER XI-A
OF THE INVESTMENT FUNDS IN INNOVATIVE EMERGING COMPANIES

Art. 43-A. The constitution, operation and administration of the investment funds referred to in art. 23 of Law no. 10.973, of December 2, 2004, shall be governed by the provisions of this Instruction.

§1o The investment funds referred to in the caput shall contain, in their denomination, the expression "Investment Fund in Innovative Emerging Companies", and shall be intended for application in a diversified portfolio of securities issued by innovative emerging companies.

§2o For the purposes of the provision of § 1o, innovative emerging companies are considered to be companies, constituted as a corporation, whose main activity is directed towards the introduction of novelty or improvement in the productive or social environment that results in new products, processes or services, in accordance with item IV of art. 2o of Law no. 10.973, of 2004.

• Article included by CVM Instruction no. 415, of February 22, 2005.

Art. 43-B. Once constituted and authorized for operation, the Investment Fund in Innovative Emerging Companies shall maintain, in minimum, 75% (seventy-five percent) of its applications in shares, debentures convertible into shares, or subscription warrants for shares issued by innovative emerging companies.

Sole paragraph. Observing the provisions of §§ 2o and 3o of art. 26, the portion of the fund's assets not invested in securities of innovative emerging companies shall, obligatorily, be invested in:

Sole paragraph. Observing the provisions of §§ 2o to 4o of art. 26, the portion of the fund's assets not invested in securities of innovative emerging companies shall, obligatorily, be invested in:

• Sole paragraph with wording given by CVM Instruction no. 477, of January 28, 2009.

I – quotas of fixed-income funds;

II – fixed income securities of free choice by the administrator; III – shares, convertible debentures, or subscription warrants for shares issued by emerging companies that are not considered innovative; or IV – securities issued by open companies acquired on a stock exchange or organized over-the-counter market.

• Article included by CVM Instruction No. 415, of February 22, 2005.
• Chapter included by CVM Instruction No. 415, of February 22, 2005.

CHAPTER XII
FINAL AND TRANSITIONAL PROVISIONS

Art. 44. The provisions of Article 11 of LAW No. 6,385, of December 7, 1976, shall apply to the administrator or administering institution, and to its administrators directly responsible for the administration of the Fund, regardless of other legal sanctions applicable.

Article 45. The administrator who fails to forward to the Securities and Exchange Commission the information provided for in this Instruction shall be subject to a daily penalty fine of 69.20 (sixty-nine point twenty) UFIRs per day, which shall apply from the first business day subsequent to the end of the deadlines determined for compliance with the obligation, without prejudice to the liability of the administrators under item V of Article 9 and Article 11 of LAW No. 6,385, of December 7, 1976.

Art. 45. The administrator who fails to forward to the Securities and Exchange Commission the information provided for in this Instruction shall be subject to a daily penalty fine of R$ 200.00 (two hundred reais), which shall apply from the first business day subsequent to the end of the deadlines determined for compliance with the obligation, without prejudice to the liability of the administrators under item V of Art. 9 and Art. 11 of Law No. 6,385, of December 7, 1976.

• Article with wording given by CVM Instruction No. 368, of May 29, 2002.

Art. 46. The norms established in CVM Instruction No. 13, of 08/30/80, shall apply to intermediaries of public distribution, insofar as applicable.

Art. 47. This Instruction shall enter into force on the date of its publication in the Official Gazette of the Union.

Original signed by
THOMÁS TOSTA DE SÁ
President