CVM Instruction No. 434 of June 22, 2006 (Revoked)

CVM INSTRUCTION NO. 434, OF JUNE 22, 2006.

Provides for the activity of autonomous investment agent and revokes CVM Instructions Nos. 355, of August 1, 2001, and 366, of May 29, 2002.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a meeting held on June 20, 2006, in view of the provisions of arts. 8, item I, and 16, items I and III, of Law No. 6.385, of December 7, 1976, 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 person who obtains registration with the Securities and Exchange Commission - CVM, to exercise, under the responsibility and as an agent of an institution integrated into the securities distribution system, the activity of distribution and mediation of securities.

Sole paragraph. Autonomous investment agents may constitute a legal entity to exercise the activity referred to in the caput, observing the requirements of this Instruction.

EXERCISE OF THE ACTIVITY

Art. 3. The activity of autonomous investment agent may only be exercised by a natural or legal person authorized by the CVM, who maintains a contract for distribution and mediation with one or more institutions integrated into the securities distribution system.

Art. 4. Institutions integrated into the securities distribution system may only hire to exercise the activity of autonomous investment agent a natural or legal person duly authorized by the CVM.

§1. The contracting institution of autonomous agents must register them in its list of contracted agents on the CVM's website, on the worldwide computer network, when a new contract is signed, and remove them from the page when the contract is terminated, within a maximum period of 5 (five) business days after hiring or termination.

CVM INSTRUCTION NO. 434, OF JUNE 22, 2006.

§2. The contracting institution must keep available to the CVM, while the contract is in force and for a period of 5 (five) years from its termination, all documents related to the hiring and provision of services by each autonomous agent hired by it.

AUTORIZATION OF THE AUTONOMOUS AGENT – NATURAL PERSON

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

I – has completed high school in the country or abroad;

II – has been approved in a specific technical exam for autonomous investment agent, organized by a certifying entity authorized by the CVM;

III – is not disqualified or suspended from holding a position in financial institutions and other entities authorized to operate by the CVM, by the Central Bank of Brazil, by the Private Insurance Superintendence - SUSEP or by the Complementary Pension Secretariat - SPC;

IV – has not been criminally convicted, except in the case of rehabilitation; and

V – is not prevented from administering their assets or disposing of them due to a judicial decision.

Sole paragraph. The candidate's identification must be verified by the certifying entity, which will send to the CVM the list of candidates approved in the exam provided for in item II of this article, keeping the respective documents in its possession while the candidate's qualification is maintained, and for a period of 5 (five) years from its cancellation.

Art. 6. The application for authorization to exercise the activity of autonomous investment agent by a natural person must be accompanied by the following documents:

I – registration form, filled out on the CVM's website on the worldwide computer network, with the information contained in Annex I of this Instruction; and

II – declaration from the candidate, sent to the CVM with date and signature, informing compliance with the requirements listed in items III to V of art. 5.

Sole paragraph. The CVM may require, at any time, proof of the content of the declaration referred to in item II of this article.

Art. 7. Certification exams will be organized by a class entity or self-regulating entity that brings together professionals, associations or institutions of the financial and capital markets.

CVM INSTRUCTION NO. 434, OF JUNE 22, 2006.

§1. The certification program must be submitted to the approval of the CVM, prior to its implementation, and periodically reassessed.

§2. The validity period of the technical certification exam to obtain CVM authorization to exercise the activity is 1 (one) year, counted from the date of publication of the final result by the certifying entity.

AUTORIZATION OF THE AUTONOMOUS AGENT – LEGAL PERSON

Art. 8. The authorization to exercise the activity of autonomous investment agent will only be granted to a legal entity domiciled in the country that meets the following requirements:

I – has as its exclusive corporate purpose the exercise of the activity of autonomous investment agent and is regularly constituted and registered in the National Registry of Legal Entities - CNPJ; and

II – has as partners only autonomous agents authorized by the CVM, and to them is attributed, exclusively, the exercise of the activities referred to in art. 2, with all partners being responsible to the CVM for the activities of the company.

§1. It will be admitted that the company has as partners third parties who are not autonomous agents, provided that their participation in the share capital and profits does not exceed 2% (two percent), and that such partners do not exercise management or administration functions or in any way participate in the activities that constitute the corporate purpose.

§2. The same autonomous agent – natural person cannot be a partner of more than one autonomous agent – legal entity.

§3. The name of the autonomous agent – legal entity must contain the expression “Autonomous Investment Agent”, and the use of words or expressions that induce an incorrect interpretation regarding the purpose of the company is prohibited.

Art. 9. The application for authorization to exercise the activity of autonomous investment agent by a legal entity must be accompanied by the following documents:

I – registration form, with the information contained in Annex II of this Instruction, filled out on the CVM's website on the worldwide computer network; and

II – copy of the constituent acts duly consolidated and registered with the competent authority.

Sole paragraph. Subsequent changes to the constituent acts must be sent to the CVM, within 15 (fifteen) business days after their registration.

TIME LIMIT FOR GRANTING AUTHORIZATION

Art. 10. The authorization to exercise the activity of autonomous investment agent will be issued by the Superintendence of Market and Intermediary Relations within 30 (thirty) days, counted from the date of protocol at the CVM of the documentation referred to in arts. 6 or 9 of this Instruction, as applicable.

§1. If the period provided for in this article elapses, in the absence of a contrary manifestation by the CVM, and provided that all formalities provided for in this Instruction have been complied with, the authorization request will be automatically granted.

§2. The 30 (thirty) day period may be interrupted, only once, if the CVM requests additional information from the interested party, with a new 30 (thirty) day period starting from the date of compliance with the requirements.

§3. To meet the requirements, a period of no more than 60 (sixty) days is granted, counted from the receipt of the respective correspondence, under penalty of denial of the request.

DENIAL OF THE REQUEST AND APPEAL

Art. 11. The denial of the authorization request to exercise the activity of autonomous investment agent must be communicated in writing to the interested party.

Sole paragraph. From the decision of the Superintendent who denies the request, an appeal may be filed with the CVM Collegiate Body, in accordance with the current regulations.

CANCELLATION OF AUTHORIZATION

Art. 12. The authorization to exercise the activity of autonomous investment agent may be cancelled:

I – if the falsity of the documents or declaration presented to obtain the authorization is established;

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

III – at the request of the autonomous agent.

§1. The CVM will previously notify the autonomous agent of the decision to cancel their registration, under the terms of this article, granting them a period of 10 (ten) business days, counted from the date of receipt of the notification, to present their reasons for defense or regularize their registration.

CVM INSTRUCTION NO. 434, OF JUNE 22, 2006.

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

§3. In the case provided for in item I of this article, the CVM will notify the Public Ministry to file the appropriate criminal action, without prejudice to the application of the penalties provided for in art. 11 of Law No. 6.385, of December 7, 1976.

§4. The request for cancellation of authorization must be accompanied by the following documents:

I – in the case of a natural person:

a) if applicable, proof of their withdrawal from the autonomous investment agent company or of the adequacy of their participation to the limit provided for in § 1 of art. 8; and

b) proof of termination of contracts for distribution and mediation of securities or declaration that they do not maintain a contract for distribution and mediation of securities with an institution integrated into the securities distribution system;

II – in the case of a legal entity:

a) presentation of their social dissolution or change of corporate purpose, with registration with the competent authority; and

b) proof of termination of contracts for distribution and mediation of securities or declaration that they do not maintain a contract for distribution and mediation of securities with an institution integrated into the securities distribution system.

§5. The approval of the cancellation request does not prevent the CVM from initiating or continuing a procedure to investigate the agent's responsibility for acts occurring up to that date.

§6. The cancellation of the autonomous agent's authorization will be communicated by the CVM to the institutions that have registered them in the CVM registry as contracted autonomous agents.

SUSPENSION OF AUTHORIZATION

Art. 13. The CVM may, at the request of the autonomous agent – natural person, suspend the authorization to exercise their activity for a continuous period of up to 12 (twelve) months, non-renewable, upon presentation of:

I – proof of their withdrawal from the autonomous investment agent company of which they are a partner, if applicable; and

CVM INSTRUCTION NO. 434, OF JUNE 22, 2006.

II – proof of termination or suspension of the contract for distribution and mediation of securities or declaration that they do not maintain a contract for distribution and mediation of securities with an institution integrated into the distribution system.

§1. Suspension will only be granted if at least 3 (three) years have elapsed from the date of granting the autonomous agent's authorization or from the end of their last suspension.

§2. During the suspension period, the autonomous agent will be prohibited from exercising the activity, exempting them from compliance with the obligations provided for in this Instruction and from the duty to pay the supervision fee established by Law No. 7.940, of December 20, 1989.

REGISTER UPDATES

Art. 14. The autonomous investment agent must notify the CVM of any registration changes, through the CVM's website on the worldwide computer network, within 5 (five) business days, counted from the date of occurrence.

CODE OF CONDUCT

Art. 15. The autonomous investment agent must observe the following rules of conduct:

I – employ, in the exercise of their activity, the care and diligence that every active and honest person usually dispenses to the administration of their own business;

II – abstain from practicing acts that may harm the fiduciary relationship between investors and the intermediary institution to which they are linked; and

III – ensure the confidentiality of confidential information to which they have access in the exercise of their function.

PROHIBITIONS

Art. 16. It is prohibited for the autonomous investment agent:

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

II – be an attorney-in-fact for investors for any purpose;

III – act as a counterparty, directly or indirectly, in operations in which clients of the intermediary institution to which the autonomous agent is linked participate, without prior and specific authorization from the same;

CVM INSTRUCTION NO. 434, OF JUNE 22, 2006.

IV – contract with investors the provision of services of:

a) analysis or consultation of securities, unless authorized by the CVM to exercise such activities; and

b) administration of portfolios of securities and financial assets, unless the autonomous agent – natural person, authorized by the CVM also to exercise the activity of portfolio administration, is not contractually linked, directly or indirectly, to entities of the distribution system.

V – act as an agent of an institution with which they do not have a contract; and

VI – delegate to third parties, totally or partially, the execution of services that constitute the object of the contract concluded with the intermediary institution.

LIABILITY OF THE AUTONOMOUS INVESTMENT AGENT

Art. 17. The autonomous investment agent is responsible, civilly and administratively, in the exercise of their activities, for damages resulting from their intentional or negligent acts and for acts that violate legal or regulatory norms, without prejudice to their eventual criminal responsibility.

§1. The intermediary institution is responsible for acts practiced by the autonomous agent in the capacity of their agent.

§2. The administrative responsibility of the intermediary institution will result from any failure in their duty of supervision over the acts practiced by the autonomous agent.

PENALTIES AND PENALTY FINE

Art. 18. The following constitute serious offenses, for the purposes of the provisions of § 3 of art. 11 of Law No. 6.385, of 1976:

I – the exercise of the activity of autonomous investment agent by an unauthorized person, under the terms of this Instruction, or authorized based on false declarations or documents;

II – non-compliance with the duties established in art. 15 of this Instruction; and

III – advising clients of the intermediary institution to which the autonomous agent is linked to conduct business with the purpose of obtaining, for themselves or others, undue advantage.

Art. 19. It constitutes a hypothesis of objective offense, subject to the summary administrative procedure, the non-compliance with the provisions of art. 16 of this Instruction.

CVM INSTRUCTION NO. 434, OF JUNE 22, 2006.

Art. 20. The following are subject to a daily penalty fine of R$ 200.00 (two hundred reais), incident from the day following the end of the period established for compliance with the obligation, and without prejudice to the application of the penalties provided for in art. 11 of Law No. 6.385, of 1976:

I – the autonomous investment agent who:

a) does not send to the CVM the information provided for in the sole paragraph of art. 9 of this Instruction; or

b) does not keep their registration updated, in accordance with art. 14 of this Instruction;

II – the contracting institutions mentioned in § 1 of art. 4 of this Instruction, when they do not comply with the periods established therein.

FINAL AND TRANSITIONAL PROVISIONS

Art. 21. Autonomous agents – legal entities authorized by the CVM prior to the effectiveness of this Instruction will have a period of 180 (one hundred and eighty) days, counted from the date of its entry into force, to adapt to the provisions of the paragraphs of art. 8 of this Instruction.

Art. 22. Authorization requests for autonomous agents filed before the date of entry into force of this Instruction, pending final review, will be approved if they meet the requirements provided for in art. 5 or art. 8, as applicable.

Sole paragraph. In the event that there is a need to complement documents or information, the applicant must be summoned to comply with the applicable requirements, within 30 (thirty) days, under penalty of denial of the request.

Art. 23. For those approved in certification exams for autonomous investment agents completed prior to this Instruction, the period referred to in § 2 of art. 7 will be counted from the date of entry into force of this Instruction.

Art. 24. CVM Instructions Nos. 355, of August 1, 2001, and 366, of May 29, 2002, are hereby revoked.

Art. 25. This Instruction enters into force on the date of its publication in the Official Gazette of the Union.

Original signed by

MARCELO FERNANDEZ TRINDADE

President

CVM INSTRUCTION NO. 434, OF JUNE 22, 2006.

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 – ADDITIONAL INFORMATION

Name of the Certifying Entity:

Attached Declaration (art. 6, item II)

CVM INSTRUCTION NO. 434, OF JUNE 22, 2006.

ANNEX II

Autonomous Agent – Legal Entity

I – REGISTRATION DATA

Trade Name:

Commercial Name:

CNPJ: (DDD) Telephone/Fax:

Address:

Neighborhood: ZIP Code: City: State:

E-mail:

II – DIRECTOR OR MANAGING PARTNER RESPONSIBLE

Name: CPF:

E-mail:

Attach to the request: Copy of the Constituent Acts of the Legal Entity

Date: / /

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Signature of the director or managing partner