CVM Instruction No. 538 of October 23, 2013

CVM INSTRUCTION NO. 538, OF OCTOBER 23, 2013

Amends CVM Instruction No. 483, of July 6, 2010, which 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 October 15, 2013, 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:

Art. 1. Article 4 of CVM Instruction No. 483, of July 6, 2010, shall henceforth read as follows:

“Art. 4. ...

...

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

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

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

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

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

a) sales efforts for products or services within the securities market; and

CVM INSTRUCTION NO. 538, OF OCTOBER 23, 2013

b) efforts to attract new clients or work.

VI – participate, directly or indirectly, in any activity related to financial consulting in merger and acquisition operations; and

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

...

§ 2. The provisions of item V of the main text do not apply to activities of the analyst whose purpose is investor education, provided that:

I – the analyst uses analysis reports without indicating a 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 entity to which the analyst is affiliated has written records of the investors who participated in the investor education activity.

§ 3. The provisions of item VII of the main text do not apply:

I – to cases where the factual elements of the report have been disclosed to third parties with the objective of verifying the truthfulness of the information contained therein; and

II – to review by legal advisors and by the internal controls area.” (NR)

Art. 2. This Instruction enters into force on the date of its publication.

Signed original by
LEONARDO P. GOMES PEREIRA
President”