FULL TEXT OF CVM INSTRUCTION NO. 355, OF AUGUST 1, 2001, WITH AMENDMENT INTRODUCED BY CVM INSTRUCTION NO. 366/02.

Provides for the activity of autonomous investment agent.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a meeting held on this date, having in view the provisions of Arts. 8, items I and III, and 16, items I and III, of Law No. 6,385, of December 7, 1976, and of Resolution of the National Monetary Council No. 2,838, of May 30, 2001, HAS RESOLVED to issue the following Instruction:

SCOPE AND PURPOSE

Art. 1 The activity of autonomous investment agent is governed by the norms contained in this Instruction.

DEFINITION

Art. 2 The autonomous investment agent is the natural or legal person, single-profession, whose activity is the distribution and mediation of securities, quotas of investment funds, and derivatives, always under the responsibility and as a proxy of the institutions integrated into the securities distribution system.

Art. 3 To exercise its activity, the autonomous investment agent must:

I - maintain a contract for distribution and mediation with one or more of the institutions referred to in Art. 2;

II - carry out its distribution and mediation activity exclusively as a proxy of the institutions referred to in Art. 2; and

III - refrain from receiving or delivering to investors, for any reason, cash, securities, or any other values, which must only be moved through financial institutions and the securities distribution system.

Sole Paragraph. The celebration, rescission, or extinction, in any form, of the contract referred to in item I of this article, must be communicated within a period of up to five days to the Securities and Exchange Commission – CVM, by the contracting institution referred to in Art. 2, through electronic means, in the form made available by CVM on its address on the worldwide computer network.

AUTHORIZATION

Art. 4 The professional activity of autonomous investment agent can only be exercised by a natural or legal person authorized by CVM.

AUTONOMOUS INVESTMENT AGENT - NATURAL PERSON

Art. 5 Authorization to exercise the activity of autonomous investment agent will only be granted to the natural person, domiciled in the country, who meets the following requirements:

I – completion of high school, in an institution officially recognized;

II – approval in a technical exam taken before a certifying entity authorized by CVM; and

III – clean reputation.

§1 The exercise of distribution and intermediation activities in the derivatives markets depends on approval in a specific certification exam, taken before a certifying entity authorized by CVM, which assesses knowledge about the functioning and inherent risks of these markets.

§2 The proof of minimum schooling referred to in item I shall be verified by the certifying entity, which will require the candidate to provide proof of schooling and attest to such schooling to CVM, by sending periodically to CVM, at the end of each certification exam period, the list of candidates approved therein.

Art. 6 The application for authorization to exercise the activity of autonomous investment agent, by natural person, should be submitted preferably by electronic means, accompanied by the following documents:

I - registration form, duly filled with the information contained in Annex I to this Instruction, which may be filled and sent by electronic means, at the address of CVM on the worldwide computer network;

II - declaration by the applicant, which may be filled and sent by electronic means, at the address of CVM on the worldwide computer network, clarifying, under the penalties of law:

a. that he is not disqualified from holding a position in financial institutions and other entities authorized to operate by CVM or the Central Bank of Brazil, Superintendence of Private Insurance and Secretariat of Complementary Pension;

b. that he has not been criminally convicted in the last five years, or that, having been, he has served the sentence, and also does not present, at the time of the request, protest of titles or registration as a defaulter in the Register of Defaulters – CADIN;

c. that he is not included in the Register of Issuers of Bounced Checks of the Central Bank;

d. that he is not bankrupt, in judicial reorganization, or insolvent; and

e. that he has not, in the last five years, been an administrator of an entity subject to the control and supervision of CVM, the Central Bank of Brazil, the Superintendence of Private Insurance or the Secretariat of Complementary Pension, which has had, in this period, its authorization revoked or has been subject to the regime of bankruptcy, judicial reorganization, intervention, extrajudicial liquidation or submitted to a regime of temporary special administration.

§1 In the case of submission by electronic means, the applicant will send to CVM, within five days after the sending of the declaration referred to in item II of this article, a letter confirming the authenticity of the information provided.

§2 CVM may demand, at any time, proof of the content of the declarations referred to in this article.

§3 The registration data of the autonomous agent must be kept updated by him at the address of CVM on the worldwide computer network.

Art. 7 The certification exams will be organized by a class entity or self-regulatory entity, which congregates professionals, associations or institutions of the financial and capital markets.

Sole Paragraph. The certification program must be previously submitted to the approval of CVM.

AUTONOMOUS INVESTMENT AGENT - LEGAL PERSON

Art. 8 Authorization to exercise the activity of autonomous investment agent is only granted to the single-profession society domiciled in the country that:

I - has as its exclusive corporate object the exercise of the activity of autonomous investment agent and is regularly constituted and registered in the CNPJ; and

II – has as partners exclusively autonomous agents authorized by CVM, and attributes to them exclusively the exercise of the activities referred to in Art. 2, with the partners being responsible to CVM for the activities of the society, without prejudice to the registration indication of a director or managing partner as representative before CVM.

Sole Paragraph. The registration data of the society, including with regard to changes in the articles of association and substitution or impediment of the director or managing partner, representative before CVM, must be kept updated directly at the address of CVM on the worldwide computer network.

Art. 9 The application for authorization to exercise the activity of autonomous investment agent, by legal person, must be submitted preferably by electronic means, and accompanied by:

I - registration form, duly filled with the information contained in Annex II to this Instruction, which may be filled and sent by electronic means, at the address of CVM on the worldwide computer network; and

II - copy of the constitutive acts duly consolidated.

DEADLINE FOR GRANTING AUTHORIZATION

Art. 10. Authorization to exercise the activity of autonomous investment agent will be issued by the Superintendence of Market and Intermediary Relations within a period of thirty days, from the date of filing of the application at CVM, duly accompanied by the respective documentation or, in the case of application by electronic means, from the date of receipt of the correspondence referred to in § 1 of Art. 6.

§1 After the period provided for in this article has elapsed, if there is no manifestation by CVM to the contrary, and since all formalities provided for in this Instruction have been fulfilled, the application for authorization is presumed approved.

§2 The thirty-day period may be interrupted, if CVM requests additional information from the interested party, starting to run a new period of thirty days from the date of compliance with the requirements.

§3 To meet the requirements, a period not exceeding sixty days is granted, counted from the receipt of the respective correspondence, under penalty of denial of the application.

DENIAL OF APPLICATION AND APPEAL

Art. 11. The denial of the application for authorization to exercise the activity of autonomous investment agent must be communicated in writing to the interested party, with all documents that accompanied it available to him, for a period of ninety days, counted from the date of receipt of the notice that the application was denied, after which they may be destroyed by CVM.

Sole Paragraph. From the decision of the Superintendent who denies the application, an appeal may be filed to the Collegiate Body of CVM, in accordance with the regulations in force.

CANCELLATION OF AUTHORIZATION

Art. 12. Authorization to exercise the activity of autonomous investment agent, by natural or legal person, may be cancelled, regardless of administrative inquiry:

I - if the falsity of the documents or declaration presented to obtain the authorization is found; or

II - if, due to a supervening fact duly proven, it becomes evident that the person authorized by CVM no longer meets any of the requirements and conditions, established in this Instruction, for the granting of the authorization.

§1 From the decision of the Superintendent who cancels the authorization, an appeal may be filed to the Collegiate Body of CVM, in accordance with the regulations in force.

§2 In the case provided for in item I of this article, CVM will notify the Public Ministry for the filing of the appropriate criminal action, without prejudice to the application of the applicable administrative sanctions.

INFORMATION

Art. 13. Any registration change regarding the autonomous investment agent must be communicated to CVM, within a period of five days, counted from its occurrence, by altering its registration at the address of CVM on the worldwide computer network.

CONDUCT RULES

Art. 14. The autonomous investment agent must observe the following conduct rules:

I - employ, in the exercise of its activity, the care and diligence that every active and upright man usually dispenses to the administration of his own business, being responsible for any infractions or irregularities that may be committed under his responsibility;

II - avoid practices that may harm the fiduciary relationship maintained with its clients;

III – keep confidential information to which he has access in the exercise of his function, as well as ensure that such duty is observed by third parties or trusted subordinates;

IV – promote the implementation and maintenance of a training program for administrators, collaborators and employees who have access to confidential information and/or participate in the investment decision process; and

V – maintain restricted access to files, as well as adopt controls that restrict and allow identifying the persons who have access to confidential information.

PROHIBITIONS

Art. 15. It is prohibited to the autonomous investment agent:

I - receive or deliver to its clients, for any reason, cash, securities, or any other values, which must be moved through financial institutions or integrated into the distribution system;

II – be attorney-in-fact for its clients for any purpose;

III – act as a counterparty, directly or indirectly, in operations in which the client participates, without prior authorization from the same;

IV – contract with client or investor the management of assets or the administration of a portfolio of securities, unless authorized by CVM to exercise such activity;

V – advise the client to carry out a business with the purpose of obtaining, for himself or for others, undue advantage;

VI – act on behalf and order of an institution for which he is not contracted;

VII – refuse to present identification document that attests to his quality as an autonomous investment agent; and

VIII – maintain a contract for distribution and intermediation with another autonomous investment agent, natural or legal person.

RESPONSIBILITY OF THE AUTONOMOUS INVESTMENT AGENT

Art. 16. The natural or legal person, in the exercise of the activity of autonomous investment agent, is civilly and administratively responsible for the damages resulting from its intentional or negligent acts and for those that infringe legal, regulatory or statutory norms, without prejudice to the responsibility of the private legal person that hired it or supervised it inadequately, and of eventual criminal responsibility.

Sole Paragraph. The natural or legal person, in the exercise of the activity of autonomous investment agent, is subject to the confidentiality norms in force.

Art. 17. The autonomous agent who cumulatively exercises the activity of manager or portfolio administrator, for the same client, in accordance with item IV of Art. 15, must communicate to him in writing and with receipt, through a specific document, before the start of the provision of services, the exercise of that other activity, and the possibility of being remunerated by third parties as a result of its exercise.

Sole Paragraph: The communication referred to in the caput does not exempt the autonomous agent from the duty of loyalty towards the client, from compliance with the conduct norms, and observance of the prohibitions established in this Instruction and in the Instruction that regulates the activity of administration of securities portfolios.

PENALTIES AND PENALTY FINE

Art. 18. It constitutes a serious offense, for the purposes of the provision of Art. 11, §3, of Law No. 6,385, of 1976, the exercise of the activity of autonomous investment agent by an unauthorized person, in accordance with this Instruction, or authorized based on false declaration or documents, the non-compliance with the duties established in Art. 14, items I, II and III, of this Instruction, and the non-observance of the prohibition established in Art. 15, item V, of this Instruction.

Art. 19. The non-compliance with the provisions of items I to IV and VI to VIII of Art. 15 of this Instruction is subject to the summary procedure of the administrative process, in accordance with the regulation of the National Monetary Council.

Art. 20. The autonomous investment agent who does not send to CVM the information provided for in this Instruction or who does not keep its registration updated, in accordance with Art. 13 of this Instruction, is subject to a daily penalty fine of R$ 100.00 (one hundred reais), incident from the day following the end of the period established for compliance with the obligation, without prejudice to the responsibility provided for in Arts. 9, item V and 11 of Law No. 6,385, of 1976.

Sole Paragraph. The institutions referred to in Art. 2 are subject to the same penalties of the caput if they do not inform, by electronic means, at the address of CVM on the worldwide computer network, the events referred to in the sole paragraph of Art. 3.

TRANSITIONAL PROVISIONS

Art. 21. The autonomous agents registered in the General Register of Agents (RGA) until June 1, 2001 remain authorized to perform the activity until August 31, 2002, observed the following:

• Caput with wording given by CVM Instruction No. 366, of May 29, 2002.

I – until the end of the period provided for in the caput, the autonomous agents mentioned therein must obtain authorization from CVM, to exercise the activity referred to in Art. 6;

II – the autonomous agents accredited on June 1, 2001, in accordance with Resolution of the National Monetary Council No. 238, of November 24, 1972, are exempt from complying with the requirements referred to in items I and II of Art. 5 of this Instruction; and

III – the quality of autonomous agent accredited on June 1, 2001 must be proven by a declaration from one of the institutions mentioned in Art. 2, accompanied by a copy of the respective contract.

Sole Paragraph. Only societies whose partners have already obtained, from CVM, the authorization referred to in Art. 6 of this Instruction, may receive the authorization referred to in Art. 8.

Art. 22. CVM will publish, on its address on the worldwide computer network, the list of autonomous investment agents registered in the General Register of Autonomous Agents (RGA), on June 1, 2001.

Art. 23. This Instruction enters into force on the date of its publication in the Official Gazette of the Union.

Art. 24. CVM Instruction No. 352, of June 25, 2001, is revoked.

Signed original by
JOSÉ LUIZ OSORIO DE ALMEIDA FILHO
President

ANNEX I

AUTONOMOUS AGENT
NATURAL PERSON

I – REGISTRATION DATA
Name:
CPF: (DDD) Telephone/Fax:
Residential Address:
Neighborhood: ZIP Code: City: State:
Mailing Address:
Neighborhood: ZIP Code: City: State:
E-mail:

II – COMPLEMENTARY INFORMATION
Name of Certifying Entity:
Attached Declaration (Art. 6, item II)

ANNEX II

AUTONOMOUS AGENT
LEGAL PERSON

I – REGISTRATION DATA
Corporate Name:
Trade Name:
CNPJ: (DDD) Telephone/Fax:
Address:
Neighborhood: ZIP Code: City: State:
E-mail:

II – RESPONSIBLE DIRECTOR OR MANAGING PARTNER
Name: CPF:
E-mail:

Attach to the request: Copy of the Constitutive Acts of the Legal Person Date: / / ______ Signature of the director or managing partner