CVM Instruction No. 454 of April 30, 2007

CVM INSTRUCTION NO. 454, OF APRIL 30, 2007.

Provides for the activity of capturing dispersed sell orders for shares, revokes provisions of CVM Instruction No. 387, of April 28, 2003, and CVM Deliberation No. 213, of March 21, 1997.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM, makes public that the Collegiate Body, in a meeting held on April 25, 2007, in accordance with the provisions of arts. 8º, items I, and 18, item II, letter “a” of Law No. 6.385, of December 7, 1976, and art. 3º of Resolution No. 3.261, of January 28, 2005, of the National Monetary Council, resolved to issue the following Instruction:

Scope and Purpose

Art. 1º This Instruction regulates the activity of capturing dispersed sell orders for shares by entities not part of the distribution system.

Definitions

Art. 2º For the purposes of this Instruction, it is considered:

I – dispersed sell order for shares: the sell order, on a stock exchange or organized over-the-counter market entity, involving all shares of the same species and class, issued by the same open company, owned by the same investor, which are not deposited in the clearing and settlement entities, whose value does not exceed BRL 5,000.00 (five thousand reais), calculated by the closing quote of the day prior to the sell request;

II – authorized operating entity: the member of the distribution system authorized to operate directly on behalf and order of third parties in the organized market where the shares subject to the dispersed order are traded;

III – capturing agent: the commercial bank, the multiple bank without an investment portfolio, and the Caixa Econômica Federal; and

IV – agreement: document signed between the capturing agent, the authorized operating entity, the open company, and, if applicable, the share registrar agent, to regulate the reciprocal rights and obligations related to the exercise of the activity of capturing dispersed sell orders.

Capturing of Orders

Art. 3º The capturing agents, provided they are registered in the manner of CVM Instruction No. 424, of October 4, 2005, are authorized to exercise the activity of capturing dispersed sell orders, in the manner of this Instruction.

Art. 4º To exercise the activity referred to in this Instruction, the capturing agents must enter into an agreement with:

I – one authorized operating entity; and

II – the issuing company of the shares subject to dispersed sell orders, or the registrar agent designated in the company’s statutes, in the manner of art. 34 of Law No. 6.404, of December 12, 1976, if applicable.

§ 1º The agreement referred to in the caput shall contain, at minimum:

I – the identification of the shares that may be traded;

II – its term of validity; and

III – the conditions under which the sale of shares will take place, with the establishment of the responsibilities of each party to the agreement.

§ 2º The cancellation of the agreement shall be communicated immediately to the CVM, by the institution that has requested authorization to exercise the activity.

Authorization by the CVM

Art. 5º The capturing of dispersed sell orders by the capturing agents depends on prior authorization by the CVM.

§ 1º The request for authorization to capture dispersed sell orders shall be submitted to the CVM by the institutions referred to in art. 3º and shall be accompanied by:

I – a copy of the agreement referred to in art. 4º;

II – model of the share transfer term (art. 8º);

III – indication of the director of the capturing agent responsible for the activity of capturing dispersed sell orders; and

IV – indication of the director of the authorized operating entity party to the agreement, responsible for these operations.

§ 2º The request referred to in § 1º of this article shall be forwarded to the Superintendence of Market and Intermediary Relations – SMI, who shall be responsible for granting authorization, or denying the request, in the manner provided in §3º of this article.

§ 3º The authorization for the capturing of dispersed sell orders shall be automatically granted and shall take effect after 5 (five) days from the date of protocol at the CVM of the documents referred to in §1º.

Cancellation of Authorization

Art. 6º The authorization for the capturing of dispersed sell orders may be cancelled, after hearing the interested parties, if:

I – the falsity of a document or declaration presented by the interested parties to obtain the authorization is proven; and

II – due to a supervening fact duly proven, the party-to-agreement institutions no longer meet any of the requirements and conditions established in this Instruction, or in the agreement.

Sole paragraph. From the decision of the SMI that cancels the authorization, an appeal may be filed to the Collegiate Body of the CVM, in accordance with the current regulations.

Processing of Orders

Art. 7º It is the responsibility of the capturing agent to identify clients, in the manner of CVM Instruction No. 301, of April 16, 1999, and shall conduct diligence to ensure that the person who transmitted the order is the actual owner of the shares.

Sole paragraph. In the case of representation of the shareholder by proxy, the capturing agent shall conduct diligence to verify the authenticity of the proxy instrument.

Art. 8º Before the transmission of a dispersed sell order for shares, the signing of a standardized share transfer term shall be required, which shall be archived together with the investor’s registration data.

Sole paragraph. The form referred to in the caput shall contain:

I – indication of the maximum term for the execution of orders;

II – information on the total costs of the operation;

III – identification of the shares and quantities to be sold; and

IV – the maximum term for payment to the seller and for the transfer of shares to the buyer, which shall not exceed 5 (five) business days after the operation is carried out.

Art. 9º The dispersed orders captured by the capturing agents shall be forwarded directly to the authorized operating entity party to the agreement.

Sole paragraph. At the discretion of the authorized operating entity, grouping of dispersed orders for joint execution is permitted.

Settlement of Orders

Art. 10. The operations referred to in this Instruction shall be settled at the clearing and settlement entity, in a special account in the name of the authorized operating entity, waiving the registration of investors in the systems of the clearing and settlement entities.

§1º The financial settlement of the operations shall be made by the authorized operating entity that executes the orders, directly with the capturing agent, who shall be responsible for transferring the amounts due to the investors who are the owners of the shares.

§ 2º The registration information of the investors shall be archived at the capturing agent and at the authorized operating entity party to the agreement, available to the CVM and to stock exchanges or organized over-the-counter market entities for a period of 5 (five) years, counted from the date the operations are carried out.

Capturing of Orders by Authorized Operating Entities

Art. 11. Authorized operating entities may directly capture dispersed sell orders using the provisions of the sole paragraph of art. 9º and art. 10 of this Instruction, provided they have entered into the agreement referred to in art. 4º, the requirement of item I of art. 4º not applying.

Sole paragraph. In the case of the caput, the authorization referred to in art. 5º is also mandatory.

Adaptation Period

Art. 12. Institutions already authorized to capture dispersed sell orders have a period of 60 (sixty) days, counted from the publication of this Instruction, to adapt to the provisions herein.

Serious Offense

Art. 13. It is considered a serious offense, for the purposes of the provisions of art. 11, § 3º, of Law No. 6.385, of December 7, 1976, the non-compliance with the provisions of arts. 5º, 8º, 9º and 10 of this Instruction.

Final Provisions

Art. 14. The §§ 8º, 9º and 10 of art. 10 of CVM Instruction No. 387, of April 28, 2003, and CVM Deliberation No. 213, of March 21, 1997, are revoked.

Art. 15. This Instruction enters into force 30 (thirty) days after its publication in the Official Gazette of the Union.

Original signed by

MARCELO FERNANDEZ TRINDADE
President