Rule · CVM · 20 Apr 2011

CVM Instruction No. 494 of April 20, 2011 (Revoked)

Clubs must register with organized market entities, maintain equal share rights, cap holdings at 40%, and prohibit public solicitation and share trading. Administrators, licensed financial institutions, must invest at least 67% of net assets in specified equity instruments, prohibit naked options, and ensure redemption payments within five business days of conversion. They must hold annual general meetings within 120 days of fiscal year-end, maintain records for five years, and communicate bylaw alterations within 30 days. Administrators must submit reports via ANNEX 31 and ANNEX 32 templates.

BrazilComissão de Valores Mobiliários
Annotations and obligations
150 obligations · 37 permissions · 46 definitions · 28 reporting items
  • Obligation 150
  • Permission 37
  • Definition / condition 46
  • Reporting template 28
  • background, boilerplate

Lineage: Superseded

Law No. 6.385 dated 1976-12-07Law No. 6.385 dated 1976-12-07CVM Instruction 224 (Repealed)1994CVM Instruction 224 (Repealed) (1994-12-20)CVM Instruction No. 259 of Janu…1997CVM Instruction No. 259 of January 24, 1997 (1997-01-24)CVM Instruction 409 (Repealed) …2004CVM Instruction 409 (Repealed) - Investment Funds (2004-08-18)Instruction No. 40 dated 1984-1…Instruction No. 40 dated 1984-11-07Instruction No. 45 dated 1985-0…Instruction No. 45 dated 1985-08-21Instruction No. 54 dated 1986-0…Instruction No. 54 dated 1986-07-09CVM Instruction No. 494 ofApril 20, 2011 (Revoked)2011-04-20 · this documentCVM Instruction No. 494 of April 20, 2011 (Revoked) (2011-04-20)CVM Instruction No. 495 of Apri…2011CVM Instruction No. 495 of April 20, 2011 (Revoked) - Preparation and Disclosure of Investment Club Financial Statements (2011-04-20)Circular Letter CVM/SIN No. 02/…2011Circular Letter CVM/SIN No. 02/2011: Adaptation of Investment Clubs to New Regulation (2011-05-17)Circular Office CVM/SIN 10/20132013Circular Office CVM/SIN 10/2013 (2013-10-18)Circular Letter CVM/SIN No. 05/…2014Circular Letter CVM/SIN No. 05/2014 (2014-11-21)Circular Letter CVM/SIN 10/2015…2015Circular Letter CVM/SIN 10/2015: Clarifications on Provisions of CVM Instruction No. 558/15 (2015-12-18)CVM Instruction No. 585 of Apri…2017CVM Instruction No. 585 of April 5, 2017, with amendments introduced by CVM Resolution No. 11/20 (2017-04-05)CVM Resolution No. 11 of Novemb…2020CVM Resolution No. 11 of November 18, 2020, as amended by CVM Resolution No. 179/23 (2020-11-18)
amendssupersedesissued underrefers toproposed or not in RegAlertarrows run from the older text to the one that changes it

What changed in the obligations

Against CVM Instruction 224 (Repealed) (1994-12-20)

167 new obligations · 1 amount or limit changed · 1 change of scope

4 obligations are the same in both texts.

Changed (2)
  • Amount or limit
    Before
    §1 The portfolio of the Investment Club referred to in this Instruction shall be constituted by at least 51% (fifty-one percent) in shares, subscription bonuses, and convertible debentures, issued by open companies, acquired on stock exchanges or in the organized over-the-counter market by entities authorized by the CVM or during a public distribution period. in the old text
    Now
    Art. 26. The Club must have, at a minimum, 67% (sixty-seven percent) of its net assets invested in: in this text
  • Scope
    Before
    §2 - The balance of resources may be invested in: b) other securities issued by open companies, acquired on stock exchanges or in the organized over-the-counter market by an entity authorized by the CVM or during a public distribution period; in the old text
    Now
    I – other securities issued by open companies; in this text
New in this text (167)
  • Art. 2. The name of the Club must contain the expression “Investment Club”. in this text
  • Art. 3. The Club must be constituted by an act of the administrator, and its operation depends on registration with an entity administering an organized market. in this text
  • The entity administering an organized market must regulate the performance and maintain the appropriate controls over the activities of the Clubs registered with it. in this text
  • § 1. The Club's shares confer equal rights and obligations on the shareholders, and the creation of different classes is prohibited. in this text
  • § 2. The book-entry of the Club's shares may be carried out by the administrator itself, even if it is not authorized by the CVM to provide securities book-entry services for third parties. in this text
  • Art. 6. No shareholder may hold more than 40% (forty percent) of the total shares of the Club. in this text
  • Art. 7. The trading of Club shares in regulated securities markets is prohibited. in this text
  • Art. 8. In the issuance of the Club's shares, the share value of the day or the day following the effective availability, by the administrator, of the invested resources must be used, as provided in the bylaws. in this text
  • § 1. The full payment of the value of the Club's shares must be made in: in this text
  • II – securities and financial assets. in this text
  • § 2. The hypothesis referred to in item II of § 1 must be approved by all shareholders of the Club, in writing or in a general meeting. in this text
  • Art. 9. The redemption of Club shares must obey the following rules: in this text
  • I – the bylaws must establish the period between the redemption request and the date of share conversion, understood for the purposes of this Instruction as the date of share value calculation for the purpose of redemption payment; in this text
  • II – the conversion of shares must occur at the share value on the conversion date; in this text
  • III – the redemption payment must be made by check, credit to a checking account, or payment order, within the period established in the bylaws, which cannot exceed 5 (five) business days, counted from the date of share conversion; in this text
  • IV – the bylaws may establish a waiting period for redemption, with or without earnings; and in this text
  • V – except in exceptional cases of illiquidity of the assets comprising the portfolio, including due to redemption requests incompatible with existing liquidity, a fine of 0.5% (zero point five percent) of the redemption value is due to the shareholder, to be paid by the Club's administrator, per day of delay in the payment of share redemption. in this text
  • In Clubs whose bylaws establish a conversion date different from the redemption date, redemption payment on a date different from the redemption request, or a waiting period for redemption, such facts must be expressly communicated to shareholders upon their entry into the Club. in this text
  • Art. 10. The distribution of Club shares does not require registration with the CVM, but must be carried out through members of the securities distribution system. in this text
  • Art. 11. It is prohibited to seek shareholders using public communication services, such as the press, radio, television, and pages open to the public on the worldwide computer network, as well as by sending direct mail, including electronically. in this text
  • I – qualification of the administrator; in this text
  • II – qualification of the portfolio manager, in cases of option for management in the form of items II and III of art. 19, and of the custodian, if this is not the administrator itself; in this text
  • III – duration period, if determined or undetermined; in this text
  • IV – investment policy to be adopted, containing, at a minimum; in this text
  • a) the assets that may compose the Club's assets and the investment diversification requirements; and in this text
  • b) the possibility of the Club carrying out operations in the derivatives market; in this text
  • V – administration fee, fixed and expressed as an annual percentage of net assets (base 252 days); in this text
  • VI – performance fee, if any; in this text
  • VII – other charges of the Club, in accordance with the provisions of art. 36; in this text
  • VIII – conditions for the application and redemption of shares, including regarding periods; in this text
  • IX – results distribution policy, if any, comprising the periods and payment conditions, observing the provisions of the sole paragraph; in this text
  • X – fiscal year of the Club; in this text
  • XI – information disclosure policy, including those related to portfolio composition; in this text
  • XII – policy regarding the exercise of voting rights of the Club, in general meetings of the companies in which the Club holds participation; in this text
  • XIII – obligations and responsibilities of the administrator and the manager; in this text
  • XIV – manner of convening and period for holding the general meeting; and in this text
  • XV – manner and conditions for dissolution and liquidation of the Club. in this text
  • The administrator may directly allocate to shareholders the amounts attributed to the Club as dividends, interest on equity, or other earnings arising from assets that integrate its portfolio, provided that this is expressly authorized by the bylaws. in this text
  • Art. 13. The alteration of the bylaws depends on the prior approval of the general meeting of shareholders, being effective from the date deliberated by the meeting. in this text
  • I – increase or alteration of the calculation of administration or performance fees; in this text
  • II – alteration of the investment policy; in this text
  • III – change in redemption conditions; and in this text
  • IV – incorporation, spin-off, or merger that results in a change, for the shareholders involved, of the conditions listed in the preceding items. in this text
  • Art. 14. The bylaws may be altered, independent of the general meeting, whenever such alteration results exclusively from: in this text
  • I – compliance with express requirements of the CVM or the entity administering the organized market; in this text
  • II – adaptation to legal or regulatory norms; in this text
  • III – due to the update of the administrator's or, if applicable, the manager's or custodian's registration data; or in this text
  • IV – exclusion or reduction of administration or performance fees or other charges. in this text
  • The alterations referred to in the caput must be communicated to the shareholders, by the means established by the entity administering the organized market, within a period of up to 30 (thirty) days, counted from the date they were implemented. in this text
  • Art. 15. It is exclusively within the competence of the general meeting of shareholders to deliberate on: in this text
  • I – the financial statements presented by the administrator; in this text
  • II – the replacement of the administrator or, in case of election by the meeting, the manager; in this text
  • III – the merger, incorporation, spin-off, transformation, dissolution, or liquidation of the Club; in this text
  • IV – the increase of the administration fee; in this text
  • V – the alteration of the Club's investment policy; and in this text
  • VI – the alteration of the bylaws. in this text
  • Annually, within 120 (one hundred and twenty) days immediately following the closing of the last fiscal year, an ordinary general meeting must be held to review the Club's financial statements, in addition to matters on the agenda. in this text
  • Art. 16. Partners, directors, employees, and agents of the administrator or the contracted manager, and of companies linked to them, including autonomous investment agents who provide services to them, are prohibited from voting in the Club's general meetings. in this text
  • The prohibitions contained in the caput do not apply to Clubs formed exclusively by partners, directors, employees, agents, and autonomous investment agents of the administrator or the contracted manager or of companies linked to them. in this text
  • In compliance with the provisions of the caput, the entity administering an organized market may allow the adoption of electronic means and non-presential forms of deliberation, establishing the corresponding mechanisms for controlling the regularity of the procedures adopted. in this text

The first 60 of 167 are shown.

“Not carried over” means the sentence has no counterpart in this text; the rule can still be in force in another text.

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