CVM Instruction No. 270 of January 23, 1998

CVM INSTRUCTION NO. 270, OF JANUARY 23, 1998.

Provides for the registration of issuing companies of collective investment securities or contracts and gives other provisions.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a session held on this date, in accordance with the provisions of Provisional Measure No. 1,637, of January 8, 1998, and Law No. 6,385, of December 7, 1976, HAS DECIDED to issue the following Instruction:

ON ISSUANCE

Art. 1. Only companies constituted in the form of a corporation may issue collective investment securities or contracts for public distribution.

Sole Paragraph. A collective investment security or contract is considered to be that which generates a right of participation, partnership, or remuneration, including resulting from the provision of services, the revenues of which derive from the effort of the entrepreneur or third parties.

ON REGISTRATION

Art. 2. The companies referred to in Art. 1 shall be mandatorily registered with the Commission, in accordance with the norms provided for in this Instruction.

§1. For the company to be registered with the CVM, the bylaws or the Board of Directors must assign to a director the function of investor relations, who will be responsible for providing information to investors, the CVM, and the market, as well as keeping the company registration updated.

§2. The registration does not imply, on the part of the CVM, judgment on the quality of the company, or guarantee of the truthfulness of the information provided, which are the responsibility of its administrators.

ON THE DOCUMENTS NECESSARY FOR OBTAINING REGISTRATION

Art. 3. The registration request referred to in this Instruction shall be accompanied by the following documents:

I - updated copy of the bylaws and the shareholding composition of the company;

II - minutes of the Board of Directors meeting that appointed the investor relations director;

III - financial statements, including, if applicable, consolidated statements and respective explanatory notes referring to the last fiscal year, prepared according to the determinations of Law No. 6,404, of December 15, 1976, and CVM norms, attaching the publication in a newspaper and in the official gazette;

IV - financial statements, including, if applicable, consolidated statements and respective explanatory notes, prepared on a date that precedes, by at most three months, the registration request with the CVM, when:

a) the current fiscal year comprises a period longer than 12 months and the company has not yet prepared the respective financial statements;

b) the current fiscal year comprises a period longer than 12 months and, on the date of the registration request, a period equal to or greater than 12 months has already elapsed;

V - management report referring to the last fiscal year, prepared in accordance with Art. 133 of Law No. 6,404/76 and CVM norms;

VI - audit opinion issued by an independent auditor, duly registered with the CVM, regarding the financial statements referred to in items III and IV;

VII - copies of minutes of all shareholders' general meetings held in the 12 months prior to the date of the registration request with the CVM;

VIII - other information requested by the CVM, within the deadline set by it.

ON THE DEADLINE FOR GRANTING REGISTRATION

Art. 4. The registration shall be considered automatically granted if the request is not denied within 60 days from its presentation, via protocol.

Sole Paragraph. The request not accompanied by the documents as provided in Art. 3 shall be summarily denied, with the applicant being informed of the decision.

Art. 5. The 60-day period shall be interrupted only once, if the CVM requests the company to provide additional documents and information regarding the registration request, with a new 60-day period starting to run from the fulfillment of the requirements.

Sole Paragraph. To meet any requirements, a period not exceeding 60 days shall be granted, counted from the receipt by the applicant of the respective correspondence, under penalty of the request being denied.

ON THE DENIAL OF THE REGISTRATION REQUEST

Art. 6. If the request is summarily denied or subsequently denied, all documents accompanying it shall remain available to the company for a period of 90 days, counted from the date of knowledge of the decision, after which they shall be destroyed.

ON THE UPDATE OF REGISTRATION

Art. 7. Once the registration is granted, the company shall:

I - send to the CVM the periodic and occasional information provided for in Arts. 11 and 12 of this Instruction;

II - keep, at its headquarters, available to the holders of securities, the information referred to in item I.

Art. 8. The information received by the CVM shall be made available to the public, with the exception of those considered confidential by the company and submitted for the CVM's review.

Sole Paragraph. When the company sends confidential information to the CVM, it shall do so in a separate document, addressed to the President of the CVM, in a sealed envelope, in which the word CONFIDENTIAL must appear.

ON INFORMATION

Art. 9. The administrators of companies registered with the CVM, in the manner of this Instruction, are obliged to immediately communicate to the CVM and disclose, in the manner of the law, any deliberation of the general meeting or of the company's administrative bodies, or any relevant act or fact occurring in their business, that may influence, in a considerable manner, the decision of investors to sell or buy securities issued, sold, or distributed by the company.

Sole Paragraph. The provisions of CVM Instruction No. 31, of February 8, 1984, apply to companies registered in the manner of this Instruction.

Art. 10. It is incumbent upon the administrators, controlling shareholders of the companies registered in the manner of this Instruction, and anyone who, by virtue of their position, function, role, or profession, has knowledge of information relating to a relevant act or fact, to keep it confidential until its effective disclosure to the market, in accordance with Art. 9 and CVM Instruction No. 31/84.

Sole Paragraph. Furthermore, it is incumbent upon administrators to ensure that subordinates and third parties of their trust:

a) keep confidential information relating to relevant acts or facts to which they have privileged access;

b) do not use such information to obtain, for themselves or others, advantage through trading with securities.

ON PERIODIC INFORMATION

Art. 11. The company shall provide, in the manner of Art. 7, item I, of this Instruction, the following periodic information, within the specified deadlines:

I - financial statements and, if applicable, consolidated statements, accompanied by updated registration data, the management report, and the audit opinion issued by an independent auditor:

a) up to one month before the date scheduled for the holding of the ordinary general meeting; or

b) on the same day of its publication by the press, or of its making available to shareholders, if this occurs on a date prior to that mentioned in item "a";

II - notice of convocation of the ordinary general meeting, on the same day of its publication by the press;

III - updated bylaws, with indication of the dates of publication of the minutes of the general meetings that modified them in the last fiscal year, up to 30 days after the holding of the ordinary general meeting;

IV - minutes of the ordinary general meeting, up to 30 days after its holding, with indication of the dates and newspapers of its publication, if this has already occurred.

Sole Paragraph. The bankrupt company shall present only the information forwarded to the Judiciary, in the periodicity determined by it.

ON OCCASIONAL INFORMATION

Art. 12. The company shall provide, in the manner of Art. 7, item I, of this Instruction, the following information, or forward copies of the documents referred to below, within the specified deadlines:

I - notice of convocation of an extraordinary or special general meeting, on the same day of its publication;

II - minutes of the extraordinary or special general meeting, up to 10 days after its holding;

III - shareholders' agreement (Art. 118 of Law No. 6,404/76), up to 10 days after its filing at the company's headquarters;

IV - convention for the constitution of a group of companies in which it participates, up to 10 days after the holding of the general meeting that deliberated on the subject;

V - communication regarding a relevant act or fact, in accordance with Art. 157, § 4 of Law No. 6,404/76 and CVM Instruction No. 31/84, immediately after its occurrence;

VI - information regarding the bankruptcy petition, its grounds, financial statements specifically prepared to obtain the legal benefit on the same day the petition was filed in court, as well as other information sent to the court;

VII - judgment granting bankruptcy, or declaring insolvency, on the same day of its knowledge by the company;

VIII - interim balance sheets, on the same day of their disclosure;

IX - other information requested by the CVM, within the deadline set by it.

ON PENALTY FINE

Art. 13. The company that fails to keep its registration updated, in accordance with Arts. 7, 11, and 12 of this Instruction, shall be subject to a daily penalty fine, according to the values listed below:

I - Art. 11, item I - R$ 500.00 (five hundred reais) per day;

II - Art. 11, items II, III, and IV, and sole paragraph - R$ 200.00 (two hundred reais) per day;

III - Art. 12, items I to IV - R$ 200.00 (two hundred reais) per day;

IV - other information requested by the CVM - up to R$ 5,000.00 (five thousand reais) per day.

§1. The penalty fine shall apply from the first business day following the end of the deadline for compliance with the regulatory obligation, regardless of notification, or from that fixed by the CVM in the cases of items VIII of Art. 3 and IX of Art. 12 of this Instruction.

§2. From the decision imposing the fine, an appeal may be filed with the Collegiate Body, in accordance with CVM Deliberation No. 202, of October 25, 1996.

ON SUPERVISION

Art. 14. The company referred to in Art. 1 shall keep in good order and custody, for a period of eight years, or for a longer period, as determined by the CVM, its corporate books, accounting records, and other documents that substantiate the information provided in accordance with this Instruction, allowing, at any time, their examination by the CVM's supervision.

Art. 15. It constitutes an infraction of an objective nature, in which a summary administrative process may be adopted, in accordance with the Regulation annexed to CMN Resolution No. 1,657, of October 26, 1989, for the administrator of the company to:

I - fail to request registration with the CVM, in accordance with Art. 2 of this Instruction;

II - fail to adopt the procedures provided for in items I and II of Art. 7 of this Instruction, except for the cases provided for in items V and IX of Art. 12 of the same Instruction.

Art. 16. The following are considered serious infractions, for the purposes of § 3 of Art. 11 of Law No. 6,385/76:

I - the administrator of the company failing to adopt the procedures provided for in items V and IX of Art. 12 of this Instruction;

II - misleading advertising;

III - hindering the CVM's supervisory action.

Art. 17. The company and its investor relations director are responsible for complying with the norms of this Instruction.

ON FINAL AND TRANSITORY PROVISIONS

Art. 18. The periodic and occasional information provided for in this Instruction may, at the CVM's discretion, be presented electronically.

Art. 19. Companies shall have a period of 90 days, counted from the effective date of this Instruction, to adapt to its provisions.

Sole Paragraph. Public distribution of the securities defined in Art. 1 of this Instruction to companies that do not proceed with registration within the deadline established in the caput of this article is prohibited.

Art. 20. This Instruction enters into force on the date of its publication in the Official Gazette of the Union.

Signed original by
FRANCISCO DA COSTA E SILVA
President