CVM Instruction No. 141 of March 27, 1991 (Revoked)

FULL TEXT OF CVM INSTRUCTION NO. 141, OF MARCH 27, 1991, WITH THE CHANGES INTRODUCED BY CVM INSTRUCTIONS NOS. 162/91.

Provides for the constitution, operation, and administration of Mutual Funds for Privatization capitalized with Privatization Certificates.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a session held on this date, having in view the provisions of Resolution No. 1,806, of March 27, 1991, of the National Monetary Council, and Articles 1, IV, 9, I, "c" and 23 of Law No. 6,385, of December 7, 1976,

HAS RESOLVED:

CHAPTER I
OF THE CONSTITUTION AND CHARACTERISTICS

Art. 1. The Privatization Fund - Privatization Certificates (CP), constituted in the form of a closed condominium, shall have its assets fully capitalized with privatization certificates, intended to acquire securities issued by companies that come to be privatized in accordance with Law No. 8,031, of April 12, 1990.

Art. 2. The Fund shall adopt the name "Privatization Fund - CP".

Art. 3. The constitution of the Privatization Fund - CP, as well as the following acts relating to the Fund, shall depend on prior authorization by the Securities and Exchange Commission:
I - amendment of the bylaws;
II - indication and substitution of the director of the administering institution responsible for the Fund; III - substitution of the administering institution; IV - transformation; V - value of the quota for purposes of subscription and redemption; VI - merger;

VII - incorporation;
VIII - spin-off;
IX - liquidation;
§1º The Central Bank of Brazil shall be notified by the CVM of the authorization of the Fund and in the cases provided for in items II and III of this article.
§2º The request for authorization shall be accompanied by the resolution of the administering institution regarding the constitution of the Fund, which shall include the full text of its bylaws, which, after authorization, shall be registered at the Registry of Titles and Documents. §3º The Fund's bylaws shall provide for:
I - investment policy to be adopted by the administering institution, assets that may compose the Fund's portfolio, and the diversification policy; II - duration period, which shall not be less than 24 (twenty-four) months; III - expenses and charges of the Fund; IV - remuneration of the administrators; V - value of the quota for purposes of subscription and redemption; VI - conditions for the redemption of quotas, if applicable; VII - availability of monthly information for the quota holders. VIII - deadline for the liquidation of each investment, through the redemption of quotas, which may be differentiated based on the percentage of the redemption value relative to the Fund's assets. IX - maximum percentage of obligations issued by a legal entity that participates as a buyer in the auctions of the National Privatization Program, which will compose the Fund's portfolio, observing the restriction contained in Article 26 of this Instruction.

• See CVM Instruction No. 200, of August 3, 1993.

CHAPTER II
OF THE ADMINISTRATION

Art. 4. The administration of the Privatization Fund - CP shall be exercised exclusively by a multiple bank with an investment portfolio, investment bank, brokerage firm, distribution company, or other equivalent entities, authorized by the Securities and Exchange Commission to practice the activity provided for in Article 23 of Law No. 6,385, of December 7, 1976. Sole Paragraph. The administration of the Fund shall be under the direct supervision and responsibility of the director of the administering institution.

Art. 5. The administering institution may, with six (6) months' prior notice, by means of a letter, telex, or telegram addressed to each quota holder, resign from the administration of the Fund, being obliged in the same act to communicate its intention to the Securities and Exchange Commission.

Art. 6. The Securities and Exchange Commission, in the exercise of its legal powers, may decertify the administering institution if it fails to comply with current regulations.
§1º The decertification process shall begin with notification by the Securities and Exchange Commission to the administering institution, indicating the facts that justify it and the deadline for presenting a defense, which shall not be less than 15 (fifteen) days counted from the date of receipt of the notification issued by the Commission. §2º The decision of the Securities and Exchange Commission that decertifies the administering institution shall be reasoned, with appeals to the National Monetary Council, without suspensive effect, within 15 (fifteen) days counted from the date of receipt of the communication issued by the Commission.

Art. 7. The Central Bank of Brazil and/or the Federal Revenue Department may request the Securities and Exchange Commission to decertify the administering institution that violates current regulations within the scope of their respective competencies.

Art. 8. In the cases of resignation and decertification, the administering institution is obliged to immediately convene the General Assembly to elect its successor or deliberate on the incorporation of the Fund into another Privatization Fund - CP. Sole Paragraph. The administering institution shall remain in the exercise of its functions until its effective substitution.

Art. 9. The administering institution shall have the power to exercise all rights inherent to the securities and financial instruments comprising the Fund's portfolio, including the right to sue and to attend and vote in general or special assemblies, and may likewise open and operate bank accounts, freely acquire and alienate securities and financial instruments, settle disputes, and, in short, practice all acts necessary for the administration of the portfolio, observing the limitations of this Instruction. Sole Paragraph. The custodian institutions of the securities and financial instruments of the Fund may only comply with orders signed by the legal representative(s) or attorney(s) of the administering institution, duly accredited for this purpose.

Art. 10. The following are included among the obligations of the administering institution:
I - to 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 the general assemblies; c) the attendance book of quota holders; d) the archive of the auditors' reports; e) accounting records relating to the operations and assets of the Fund; f) the documentation relating to the Fund's operations. II - to receive dividends, bonuses, and any other income or values from the Fund; III - to exercise or alienate the rights of subscription of shares and other securities; IV - to employ, in the defense of the quota holders' rights, the diligence required by the circumstances, practicing the acts necessary to ensure them, including lawsuits, appeals, and exceptions; V - to cover the Fund's advertising expenses; VI - to keep deposited in a commercial bank, multiple bank with an investment portfolio, investment bank, stock exchange, or custody entity authorized by the Securities and Exchange Commission, the securities and financial instruments comprising the Privatization Fund - CP.

Art. 11. The administering institution of the Privatization Fund - CP is obliged to widely and immediately disclose any relevant act or fact pertaining to it, in order to guarantee everyone access to information that may, directly or indirectly, influence their decisions regarding the acquisition, retention, or sale of quotas of the Fund.

§1º The disclosure of the information referred to in this article shall be made through publication in the periodical(s) intended for the disclosure of the Fund's information.
§2º The administering institution shall make the publications provided for in these Bylaws always in the same periodical(s), and any change must be preceded by notice to the quota holders.

Art. 12. Any advertising text for the offer of quotas, advertisement, or promotion of the Privatization Fund - CP shall not diverge from the content of the bylaws.
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 the corrections and clarifications be disseminated, with equal prominence, through the same medium(s) used to disseminate the original advertising text.

CHAPTER III
OF THE GENERAL ASSEMBLY

Art. 13. It is exclusively within the competence of the General Assembly of quota holders:
I - to take, annually, the accounts relating to the Fund and deliberate on the financial statements presented by the administering institution; II - to amend the Fund's bylaws; III - to deliberate on the substitution of the administering institution; IV - to deliberate on the transformation, merger, incorporation, spin-off, or eventual liquidation of the Fund. V - to deliberate on changes in the remuneration rate of the administering institution, including regarding the participation in the Fund's results. VI - to authorize the administering institution to subcontract natural or legal persons to provide economic consulting services, and in this case, to decide whether the payment for these services will constitute a charge on the Fund. Sole Paragraph. The Fund's bylaws may be amended independently of a general assembly or consultation with the quota holders, whenever such amendment results exclusively from the need to meet requirements 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 30 (thirty) days, in the periodicals intended for the disclosure of the Fund's information, when applicable.

Art. 14. The convening of the general assembly shall be made through an advertisement published in the periodical(s) intended for the disclosure of the Fund's information.
§1º The convening advertisements shall necessarily contain the day, time, and place where the assembly will be held, and, in a summary manner, the matters to be addressed.
§2º The first convening of the general assembly shall be made at least 8 (eight) days in advance, counting the period from the publication of the first advertisement.
§3º In the cases provided for in items III, IV, and V of Article 13, if a second convening is necessary, it shall be made 5 (five) business days in advance.
§4º Regardless of the convening provided for in this article, the general assembly shall be considered regular if all quota holders attend.
§5º 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 Privatization Fund - CP.

Art. 15. In the general assembly, which may be installed with any number, the deliberations shall be taken by the criterion of the majority of quotas of those present, with each quota corresponding to one vote, except as provided in the sole paragraph of this article and in Article 16, §3º. Sole Paragraph. The deliberations regarding the matters provided for in items III, IV, and V of Article 13 shall be taken, in the first convening, by a majority of the issued quotas, and in the second convening, by a majority of the quota holders present.

Art. 16. The deliberations of the general assembly may be taken through a formalized consultation process by letter, telex, or telegram addressed by the administering institution to each quota holder for a response within a maximum period of 30 (thirty) days. §1º The consultation shall contain all necessary informative elements for the exercise of the right to vote. §2º The absence of response shall be considered as consent by the quota holders, provided that such interpretation is expressly authorized by the Fund's bylaws and appears in the consultation itself. §3º The quorum for deliberation shall be an absolute majority of the issued quotas, regardless of the matter.

Art. 17. Only quota holders registered in the "Register of Quota Holders" or in the deposit account, as applicable, three (3) days before the date fixed for its holding, may vote in the general assembly.

Art. 18. Legal representatives of the quota holders or their legally constituted attorneys have the standing to attend the general assembly or to vote in the deliberation process by consultation.

CHAPTER IV
OF THE NET ASSETS

Art. 19. The net assets of the Fund are understood to be the sum of cash on hand plus the value of the portfolio, plus amounts receivable, minus liabilities.
Sole Paragraph. To determine the value of the portfolio, the criteria established by the Accounting Plan issued by the Securities and Exchange Commission shall be observed.

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

Art. 20. The quotas of the Privatization Fund - CP shall correspond to ideal fractions of its assets and shall assume the form of registered or black-endorsable.
§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 bylaws.
§2º The quality of quota holder is proven by the Investment Certificate or by the statement of the deposit accounts.

Art. 21. The Investment Certificate, when adopted, shall contain:
I - the name "INVESTMENT CERTIFICATE";
II - the name of the Privatization Fund - CP and its registration number in the General Register of Taxpayers of the Ministry of Economy, Finance and Planning; III - the following information about the administering institution:
a) name and headquarters location; b) reference to the authorization by the Securities and Exchange Commission;

c) registration number in the General Register of Taxpayers of the Ministry of Economy, Finance and Planning; IV - registered or black-endorsable form, as applicable; V - name of the quota holder(s), jointly or severally, as applicable; VI - serial number of the certificate; VII - quantity of quotas represented by it; VIII - place and date of issuance; IX - at least two authorized signatures of directors of the administering institution, mechanical stamp admitted.

Art. 22. The Investment Certificates or deposit account statements shall constitute the document sufficient to prove the administering institution's obligation to comply with the contractual prescriptions contained in the Fund's bylaws and the norms of this Instruction. Sole Paragraph. Any restrictive or modifying clause of the obligation referred to in this article shall be deemed unwritten.

Art. 23. The Investment Certificate or the deposit account statement shall represent the number of quotas belonging to the quota holder, according to the records of the Privatization Fund - CP.
Sole Paragraph. When the system of whole numbers of quotas is adopted, the residual value of investments or reinvestments shall be kept in a checking account for future investments or, if requested, paid to the quota holder in cash.

Art. 24. The issuance of quotas shall be carried out in accordance with the provisions of the Fund's bylaws, determining the value of the quota based on an asset valuation carried out in accordance with the Accounting Plan issued by the Securities and Exchange Commission. §1º The subscribed quotas shall be fully capitalized with privatization certificates, on the date of their effective liquidation. §2º The value of the quota shall be calculated daily.

Art. 25. The Fund may have its quotas negotiated on stock exchanges immediately.

CHAPTER VI
OF THE COMPOSITION AND DIVERSIFICATION OF THE PORTFOLIO

Art. 26. The Privatization Fund - CP shall keep its assets invested exclusively in:
I - shares of privatized companies in accordance with Law No. 8,031 of April 12, 1990; II - debentures of privatized companies in accordance with Law No. 8,031, of April 12, 1990, debentures of controlled or affiliated companies, or of holding companies of these enterprises; III - obligations issued by a legal entity that participates as a buyer in the auctions of the National Privatization Program, observing the maximum limit of 20% (twenty percent) of the Fund's assets; IV - privatization certificates; V - federal public debt securities.

Art. 26. The Privatization Fund - CP shall keep its assets invested exclusively in:
I - shares of privatized companies in accordance with Law No. 8,031, of April 12, 1990; II - debentures of privatized companies in accordance with Law No. 8,031, of April 12, 1990, debentures of controlled or affiliated companies, or of holding companies of these enterprises; III - obligations issued by a legal entity that participates as a buyer in the auctions of the National Privatization Program, observing the maximum limit of 45% (forty-five percent) of the Fund's assets. IV - Securities issued by a company resulting from a plurilateral association for the purpose of participating as a buyer in the auctions of the National Privatization Program, under the terms of CVM Resolution No. 125, of July 24, 1991; V - Privatization Certificates; and VI - Federal Public Debt Securities.

• Caput and items with wording given by CVM Instruction No. 162, of September 11, 1991.

Sole Paragraph. The securities referred to in item V of this article shall be repurchased by the Central Bank of Brazil when the Fund needs cash for the payment of shares or debentures acquired in privatization auctions, for the payment of dividends to its quota holders, and for the payment of the Fund's expenses, contained in this Instruction, including the remuneration rate due to the administering institution.

CHAPTER VII
OF THE FINANCIAL STATEMENTS

Art. 27. The Privatization Fund - CP shall have its own accounting records, distinct from those of the administering institution, and shall prepare a trial balance at the end of each month and semi-annual balance sheets.

Art. 28. The financial statements of the Privatization Fund - CP shall be subject to the accounting standards issued by the Securities and Exchange Commission, and shall be audited by an independent auditor registered with it. §1º The financial statements shall be published within 60 (sixty) days after the end of the semester or calendar year to which they refer, in the periodical(s) intended for the disclosure of information relating to the Fund. §2º The Accounting Plan issued by the Securities and Exchange Commission shall encompass all standards for the evaluation of assets comprising the Fund, as well as for the appropriation of revenues and expenses inherent to the securities and financial instruments, observing, where applicable, the guidance of the Central Bank of Brazil. §3º The report of the independent auditor relating to the financial statements shall be sent to the Securities and Exchange Commission within 60 (sixty) days from the date of the end of the semester.

CHAPTER VIII
OF THE FISCAL TREATMENT

Art. 29. The Privatization Fund - CP is subject to the norms and rates of income tax established in the legislation of this tax.

CHAPTER IX
OF THE PROHIBITIONS

Art. 30. It is prohibited for the administering institution, 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, surety, acceptance, or co-obligate itself under any other form; IV - to acquire or sell outside the stock exchange trading floor shares of open companies registered for trading on the exchange, except regarding acquisition, in the cases of privatization auctions, subscription, bonus, and conversion of debentures into shares; V - to promise predetermined returns to quota holders; Sole Paragraph. The provisions of items II and III of this article are excepted for the counterparties of the obligations referred to in item III of Article 26 of this Instruction.

Art. 31. It is prohibited for the administering institution:
I - to sell Fund quotas on credit;
II - to delegate powers to manage and administer the Fund, except with specific authorization from the Securities and Exchange Commission.

Art. 32. The values comprising the Fund's portfolio shall not be subject to leasing, loan, pledge, or lien, except in cases expressly authorized by the Securities and Exchange Commission.

CHAPTER X
OF THE FUND'S CHARGES

Art. 33. The following shall constitute charges on the Privatization Fund, CP, in addition to the remuneration referred to in item IV of the sole paragraph of Article 3, the following expenses, which may be debited to it by the administering institution:
I - taxes, federal, state, municipal, or autonomous contributions, that fall or may fall on the assets, rights, and obligations of the Fund; II - expenses with printing, mailing, and publication of reports, financial statements, forms, and periodic information, provided for in this Instruction or in relevant regulation; III - correspondence expenses of interest to the Fund, including communications to quota holders;

IV - fees and expenses of the auditors responsible for reviewing the Fund's financial statements and analyzing its situation and the performance of the administering institution, including regarding the investment policy fixed in the statutes and prospectuses. V - emoluments and commissions paid for purchase and sale operations of the Fund's securities and financial instruments; VI - attorneys' fees, court 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 covered by insurance policies and not resulting directly from fault or negligence of the administering institution in the exercise of its functions; VIII - insurance premiums, as well as any expenses relating to the transfer of resources from the Fund between banks; IX - any expenses inherent to the constitution, transformation, merger, incorporation, spin-off, liquidation of the Fund, and to the holding of a general assembly of quota holders; X - custody fee for the Fund's securities and financial instruments. Sole Paragraph. Other administrative and operational expenses, essential for the proper functioning of the Fund, may be attributed as a charge provided they are provided for in an instrument previously approved by the Securities and Exchange Commission.

CHAPTER XI
OF THE INFORMATION

Art. 34. The investor shall be provided, obligatorily and free of charge, at the time of their entry as a quota holder of the Privatization Fund - CP:
I - a copy of the Fund's bylaws;
II - indication of the periodical(s) used for the disclosure of information; III - document clearly stating the expenses such as subscription, distribution, and other commissions with which the investor must bear.

Art. 35. The following are also included among the obligations of the administering institution:

I - provide the local Stock Exchange with the following information for dissemination to the market:
a) daily, the net asset value per share, the amount and date of the last dividend distribution, and the net asset value of the Fund; b) monthly, the return earned during the period.

II - provide unitholders, semi-annually, with information on:
a) number of shares held and their value; b) nominal and real return earned during the semester; c) value and composition of the portfolio, specifying the quantity, type, and quotation of the securities and financial assets that make up the portfolio, the value of each investment, and its percentage of the total portfolio value; d) balance sheets and other financial statements, accompanied by the opinion of the independent auditor; e) indication of the periodical(s) used for the dissemination of information; f) list of institutions responsible for providing custody services for the securities and financial assets comprising the portfolio; g) remuneration of the administering institution.

III - provide unitholders, annually, with the following information:
a) nominal and real return; b) charges debited to the Fund, specifying their value and percentage relative to the Fund's average monthly net asset value; c) brokerage expenses, specified annually as a percentage of the average monthly value of the stock portfolio.

§1º The administering institution must, within a maximum period of 10 (ten) days after the closing of each month, make available to unitholders, at its headquarters or premises, the information referred to in items "a", "b", and "c" of item III of this article.

§2º The mailing referred to in item III of this article is not mandatory for unitholders:
a) who hold shares whose value is less than one minimum wage; or b) whose last mailing of information was returned due to incorrect address declared and who have not proceeded with the respective update.

§3º The communications provided for in items II, item "d", and III, items "a" and "c", of this article must be sent within a maximum period of 60 (sixty) days after the closing of the semester or calendar year to which they refer, and those established in the other items of the aforementioned items within a period of 10 (ten) days.

§4º The custodian institutions of the securities and financial assets of the Privatization Fund may only accept orders signed by the legal representative(s) or mandatory of the administering institution, duly accredited for this purpose.

Art. 36. The administering institution must send to the Securities and Exchange Commission, within a period of 10 (ten) days after the closing of the period to which they refer, without prejudice to others that may be required, the following documents relating to the Privatization Fund - CP:

I - monthly:
a) trial balance; b) statements of composition and diversification of investments; c) statement of sources and applications of resources;

II - semi-annually:
a) balance sheets; b) copies of the information provided to unitholders; c) information regarding the general conditions of insurance coverage, in the case of transit of securities and financial assets; d) list of institutions responsible for providing custody services for the securities and financial assets comprising the portfolio;

e) list of judicial or extrajudicial demands, whether in defense of the rights of unitholders or against the administration of the Fund, indicating the date of their initiation and final resolution.

CHAPTER XII
FINAL PROVISIONS

Art. 37. The provisions of Chapter V of Law No. 4,595, of December 31, 1964, and Article 11 of Law No. 6,385, of December 7, 1976, apply to the administering institution and to its administrators and managers directly responsible for the administration of the Fund, regardless of other legal sanctions eventually applicable.

Art. 38. This Instruction shall enter into force on the date of its publication in the Official Gazette of the Union.

Signed original by
ARY OSWALDO MATTOS FILHO
President