FULL TEXT OF CVM INSTRUCTION NO. 483, OF JULY 6, 2010, WITH CHANGES INTRODUCED BY CVM INSTRUCTION NO. 538/13.

Provides for the activity of securities analysts.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a meeting held on December 22, 2009, in view of the provisions of Art. 1, item VIII; 8, items I and III; 18, item I, letter "b"; and 27 of Law No. 6,385, of December 7, 1976,

APPROVED the following Instruction:

Securities Analysts

Art. 1 A securities analyst is a natural person who, on a professional basis, prepares analysis reports intended for publication, dissemination, or distribution to third parties, even if restricted to clients.

§ 1 For the purposes of this Instruction, the expression "analysis report" means any texts, follow-up reports, studies, or analyses on specific securities or on specific issuers of securities that may assist or influence investors in the investment decision-making process.

§ 2 Public exposures, presentations, meetings, telephone conferences, and any other non-written manifestations, the content of which is typical of an analysis report, are equated to analysis reports, for the purposes of the provisions of this Instruction.

§ 3 This Instruction does not apply to natural or legal persons who develop risk rating activities.

Art. 2 The activity of securities analyst may be exercised in the following modalities:

I – autonomous;

II – linked to an institution part of the distribution system or to a natural or legal person authorized by the CVM to perform the function of portfolio administrator or securities consultant; or

III – linked to a legal person whose corporate object is exclusively the activity of securities analysis.

Sole Paragraph. For all purposes of Art. 9, item I, letter “f”, of Law No. 6,385, of December 7, 1976, the legal person referred to in item III is equated to the securities analyst.

Art. 3 The securities analyst must act with probity, good faith, and professional ethics, employing in the activity all care and diligence expected of a professional in their position.

Art. 4 It is prohibited for the securities analyst:

I – to issue analysis reports with the purpose of obtaining, for oneself or for others, undue advantage;

II – to omit information about conflicts of interest;

III – to trade, directly or indirectly, in one’s own name or on behalf of third parties, securities that are the subject of the analysis reports prepared by them or derivatives backed by such securities for a period of 30 (thirty) days prior and 5 (five) days after the dissemination of the analysis report on such security or its issuer; and

IV – to trade, directly or indirectly, in one’s own name or on behalf of third parties, securities that are the subject of the analysis reports prepared by them or derivatives backed by such securities in a direction contrary to the recommendations or conclusions expressed in the analysis reports prepared by them for:

a) 6 (six) months counted from the dissemination of such report; or

b) until the dissemination of a new report on the same issuer or security.

III – to trade, directly or indirectly, in one’s own name or on behalf of third parties, securities that are the subject of the analysis reports prepared by them or derivatives backed by such securities for a period of 30 (thirty) days prior and 5 (five) days after the dissemination of the analysis report on such security or its issuer;

IV – to trade, directly or indirectly, in one’s own name or on behalf of third parties, securities that are the subject of the analysis reports prepared by them or derivatives backed by such securities in a direction contrary to the recommendations or conclusions expressed in the analysis reports prepared by them for:

a) 6 (six) months counted from the dissemination of such report; or

b) until the dissemination of a new report on the same issuer or security;

• Items III and IV with wording given by CVM Instruction No. 538, of October 23, 2013.

V – to participate, directly or indirectly, in any activity related to the public offering of distribution of securities, including:

a) sales efforts for product or service within the scope of the securities market; and

b) efforts to raise new clients or work.

VI – to participate, directly or indirectly, in any activity linked to financial consulting in mergers and acquisitions operations; and

VII – to disseminate the analysis report or its content, even partially, to a person who is not part of the analysis team, especially, the issuer subject to the analysis or whose securities are the subject of the analysis, before its publication, dissemination, or distribution through appropriate channels.

• Items V to VII included by CVM Instruction No. 538, of October 23, 2013.

§1 The provisions of items III and IV of the caput do not apply to trades with investment fund shares, except if:

I – the analyst can influence, directly or indirectly, the administration or management of the fund; or

II – the fund concentrates its investments in sectors or companies covered by the reports produced by the analyst.

• Former sole paragraph renumbered to §1 by CVM Instruction No. 538, of October 23, 2013.

§ 2 The provision of item V of the caput does not apply to analyst activities that have the purpose of investor education, provided that:

I – the analyst uses analysis reports without the indication of recommendation;

II – the analyst does not communicate with investors in the presence of any person linked to the area of product or service distribution or to the issuer; and

III – the legal person to which the analyst is linked has written records of the investors who participated in the investor education activity.

§ 3 The provision of item VII of the caput does not apply:

I – to cases where the factual content of the report has been disseminated to third parties with the purpose of verifying the truthfulness of the information contained therein; and

II – to review by legal advisors and by the internal controls area.

.

• §2 and §3 included by CVM Instruction No. 538, of October 23, 2013.

Accreditation and Accrediting Entities

Art. 5 Accreditation is mandatory:

I – for autonomous analysts; and

II – for the analyst responsible for the analysis report, in the case of analysts linked to the persons indicated in Art. 2, items II and III.

Art. 6 The accreditation of securities analysts is done by entities authorized by the CVM.

Sole Paragraph. Entities authorized by the CVM to promote the accreditation referred to in the caput are self-regulatory entities that prove to have:

I – adequate structure and technical capacity to fulfill the obligations provided in this Instruction; and

II – a self-regulation structure that has technical capacity and independence.

Art. 7 Accrediting entities must:

I – adopt a professional code of conduct;

II – monitor compliance with the professional code of conduct by analysts accredited by them;

III – punish infractions to the professional code of conduct committed by analysts accredited by them;

IV – assess, through ethics and technical qualification exams, whether candidates are fit to exercise the activity of analyst;

V – institute a continuing education program;

VI – keep in archive all documents that prove compliance with the requirements contained in this Instruction for 5 (five) years;

VII – keep updated registry of all analysts accredited by them; and

VIII – publish on their website a list of accredited analysts.

Sole Paragraph. The CVM will previously approve:

I – the professional code of conduct mentioned in item I of the caput, as well as any changes;

II – the syllabus of the exams applied by the accrediting entity in accordance with item IV; and

III – the continuing education program.

Art. 8 The persons indicated in Art. 2, items II and III, may request from accrediting entities certificates regarding analysts linked to them, or who are undergoing a selection process for future linkage or hiring, indicating the registration regularity and any punishments applied in the last 5 (five) years.

Art. 9 The professional code of conduct must provide, at minimum, on:

I – potential situations of conflicts of interest in the exercise of the analyst activity;

II – commitment to seek honest and reliable information to be used in analyses, recommendations, and presentations made by the analyst;

III – duty of independence of the analyst, including in relation to the person or institution to which they are linked, when applicable;

IV – duty to comply with this Instruction and other norms issued by the CVM; and

V – punishments applicable when there are infractions to the professional code of conduct.

Art. 10. To grant the accreditation referred to in Art. 6, the accrediting entity must require the candidate to meet the following minimum requirements:

I – graduation in a higher education course;

II – approval in technical qualification exams approved by the CVM; and

III – unconditional adherence to the professional code of conduct.

Sole Paragraph. Applicants convicted of bankruptcy crime, malfeasance, bribery, extortion, embezzlement, money "laundering" or concealment of assets, rights and values, against the popular economy, the economic order, consumer relations, public faith or public property, the national financial system, or criminal penalty that prohibits, even temporarily, access to public positions, by final decision, are not eligible for accreditation, except in the case of rehabilitation.

Art. 11. The accrediting entity must send to the CVM:

I – immediately after knowledge, information about indications of occurrence of serious infractions to CVM norms;

II – until the fifteenth day of the month following the end of each quarter:

a) report on the possible non-observance of legal and regulatory norms, mentioning the efforts undertaken to investigate the regularity of conduct, the name and qualification of those involved, whether accredited or not, as well as other measures adopted to curb the practice; and

b) report on the non-observance of the norms of the professional code of conduct, mentioning the analysts under investigation, the scope of the work performed, the irregularities identified, the punishments applied, and other measures adopted;

III – until January 31 of each year:

a) accountability report of the activities carried out by the accrediting entity for the fulfillment of the obligations established in this Instruction, indicating the main responsible persons for each of them; and

b) report containing the proposal of action for the subsequent fiscal year;

IV – whenever requested, documents and information mentioned in Art. 7, items VI and VII.

Institutions with Which Analysts Maintain Links

Art. 12. The persons indicated in Art. 2, items II and III, must:

I - supervise the exercise of professional activities of analysts linked to them in order to ensure compliance with the provisions of this Instruction;

II – develop and implement adequate internal rules, procedures, and controls for:

a) ensuring that the analyst performs their functions with independence;

b) preventing their commercial interests, or those of their clients, from influencing the work of analysts linked to them;

c) identifying, managing, and eliminating any conflicts of interest that may affect the impartiality of analysts linked to them and of their analysis reports; and

d) that the commands of Arts. 15 to 20 are obeyed in all analysis reports published, disseminated, or distributed;

III – ensure that professionals linked to them comply with the set of rules resulting from item II;

IV – publish the set of rules resulting from item II, as well as their updates, on their website;

V – communicate to the CVM, as soon as they have knowledge, conduct of analysts linked to them that may constitute an indication of infractions to norms issued by the CVM;

VI – communicate to accrediting entities, as soon as they have knowledge, infractions to the professional code of conduct committed by analysts accredited by those entities;

VII – physically segregate the facilities where the analysis team develops their activities from those in which other activities are developed;

VIII – appoint a person responsible for the implementation and compliance of items I to VII, as well as identify them and provide their contact data on their website; and

IX – give accrediting entities access to their facilities, files, and documents related to the rules, procedures, and internal controls related to the compliance with this Instruction, so that they can exercise the supervisory functions attributed to them by this Instruction.

§ 1 The organizational structure of the persons indicated in Art. 2, items II and III, must not allow that an individual whose functions are potentially incompatible with the impartiality of the opinion emitted by the analyst supervises them or, in any other way, has interference over the content of the analysis reports or over the analyst's remuneration.

§ 2 The persons indicated in Art. 2, items II and III, must structure the remuneration of analysts in a way that preserves their impartiality.

Art. 13. The rules, procedures, and internal controls resulting from Art. 12, item II, must provide, at least, the following:

I – ways of identifying situations of conflicts of interest;

II – ways of managing situations of conflicts of interest; and

III – type and form of contact that the analyst can have with the issuers subject to their analyses.

Art. 14. The persons indicated in Art. 2, items II and III, must take all necessary measures so that their analysis teams are formed by, at minimum:

I – 30% (thirty percent) of accredited analysts, by December 31, 2010;

II – 50% (fifty percent) of accredited analysts, by December 31, 2011; and

III – 70% (seventy percent) of accredited analysts, by December 31, 2012.

§ 1 The persons indicated in Art. 2, items II and III, must communicate to the CVM the non-compliance with the provision of the caput within 15 (fifteen) days from the date of the beginning of non-compliance, with the appropriate justifications.

§ 2 The persons indicated in Art. 2, items II and III, have 180 (one hundred and eighty) days, counted from the beginning of non-compliance, to recompose the percentage of accredited analysts required by this article.

§ 3 The re-compliance with the percentage of accredited analysts required by this article must be communicated to the CVM within 15 (fifteen) days of its occurrence.

Analysis Report

Art. 15. Analysis reports must be written in clear and objective language, differentiating factual data from interpretations, projections, estimates, and opinions.

§ 1 Whenever possible and appropriate, factual data must be accompanied by indication of their sources.

§ 2 Projections and estimates must be accompanied by the relevant premises and methodology adopted.

Art. 16. Analysis reports must be signed by, at least, one securities analyst accredited in the manner of Art. 6.

Sole Paragraph. The report must clearly identify the accredited analyst who, without prejudice to the responsibility of any co-author, is the main responsible for the content of the report and for the compliance with the provisions of this Instruction.

Art. 17. The analyst must include in all their analysis reports, in a clear manner and with due prominence, declarations:

I – attesting that the recommendations of the analysis report reflect solely and exclusively their personal opinions and that they were prepared independently, including in relation to the person or institution to which they are linked, if applicable; and

II – informing the investor if the responsible analyst or any of the analysts involved in the preparation of the analysis report are in a situation that may affect the impartiality of the report or that constitutes or may constitute a conflict of interest, including, but not limited to cases where:

a) any of the analysts involved in the preparation of the report has a link with a natural person who works for the issuer subject to the analysis report, clarifying the nature of the link;

b) any of the analysts involved in the preparation, their spouse or partner, is directly or indirectly, in their own name or on behalf of third parties, holder of securities subject to the analysis report;

c) any of the analysts involved in the preparation, their spouse or partner, is directly or indirectly involved in the acquisition, alienation, or intermediation of the securities subject to the analysis report;

d) any of the analysts involved in the preparation, their spouse or partner, has directly or indirectly, any financial interest in relation to the issuer subject to the analysis report, except for the provision of the sole paragraph of Art. 4; and

e) the remuneration of the securities analyst is, directly or indirectly, influenced by revenues from business and financial operations carried out by the person to which they are linked.

§ 1 The analyst must inform the content of the declarations provided for in item II, if one of the situations set forth there occurs, in public exposures, presentations, meetings, and telephone conferences in which they participate to disseminate or discuss the analysis report they have prepared or whose content is typical of an analysis report.

§ 2 The provision of § 1 does not apply to:

I – meetings with a single client or investor; or

II – phone calls in which the analyst, on one side, and a single client or investor, on the other, participate.

Art. 18. The persons indicated in Art. 2, items II and III, are responsible for declaring, whenever applicable, in a clear manner and with due prominence, in all analysis reports they publish, disseminate, or distribute, situations that may affect the impartiality of the analysis report or that constitute or may constitute a conflict of interest.

§ 1 Examples of conflicts of interest, for the purposes of this article, are situations in which the persons indicated in Art. 2, items II and III, their controlled companies, their controlling shareholders, or companies under common control:

I – have relevant corporate participations in the issuer subject to the analysis report or in which the issuer subject to the analysis report, their controlled companies, their controlling shareholders, or companies under common control have relevant participations in the persons indicated in Art. 2, items II and III, their controlled companies, their controlling shareholders, or companies under common control;

II – have relevant financial and commercial interests in relation to the issuer or to the securities subject to the analysis report;

III – are involved in the acquisition, alienation, or intermediation of the securities subject to the analysis report; and

IV – receive remuneration for services rendered to the issuer subject to the analysis report or persons linked to it.

§ 2 The analyst linked to the persons indicated in Art. 2, items II and III, must inform the content of the declarations provided for in the caput in public exposures, presentations, meetings, and telephone conferences in which they participate to disseminate or discuss the analysis report they have prepared or whose content is typical of an analysis report.

§ 3 The provision of § 2 does not apply to:

I – meetings with a single client or investor; or

II – phone calls in which the analyst, on one side, and a single client or investor, on the other, participate.

Art. 19. Autonomous analysts and the persons mentioned in Art. 2, items II and III, are responsible for:

I – sending the analysis reports to the accrediting entity, within 3 (three) business days from the date on which such reports are distributed; and

II – keeping the analysis reports archived for 5 (five) years, counted from the date on which such reports are distributed.

Art. 20. The person who distributes, in Brazil, analysis reports on issuers of securities traded in Brazil or with respect to which there is a sales effort in Brazil, prepared by analysts resident and domiciled in other jurisdictions, is responsible for obtaining the declarations provided for in Art. 17 and making the declarations provided for in Art. 18.

Sole Paragraph. The analysis reports mentioned in the caput are exempt from the requirements contained in Art. 16.

Penalties

Art. 21. It constitutes a serious infraction, for the purpose of the provision of Art. 11, § 3, of Law No. 6,385, of 1976:

I – the non-observance of the prohibitions established in Art. 4;

II – the non-observance of the duties established in Arts. 7, 11, and 12; and

III – to omit or provide false information for the purposes of compliance with Arts. 17 and 18.

Final Provisions

Art. 22. CVM Instructions No. 388, of April 30, 2003, No. 412, of December 7, 2004, and No. 430, of March 30, 2006, are revoked.

Art. 23. All registrations of securities market analysts obtained under the terms of CVM Instruction No. 388, of 2003, are cancelled.

Art. 24. This Instruction enters into force on October 1, 2010.

Art. 25. The persons indicated in Art. 2, items II and III, will have until January 1, 2011, to adapt to the commands of Art. 12, items II to IV, of this Instruction.

Signed original by

MARIA HELENA DOS SANTOS FERNANDES DE SANTANA

President