CVM Instruction No. 554 of December 17, 2014 (Revoked)

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION - CVM Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

CVM INSTRUCTION NO. 554, OF DECEMBER 17, 2014, WITH THE CHANGES INTRODUCED BY CVM INSTRUCTIONS NO. 564/15, 566/15 AND CVM RESOLUTION NO. 60/21.

Includes, revokes and alters provisions in CVM Instruction No. 155, of August 7, 1991, in CVM Instruction No. 209, of March 25, 1994, in CVM Instruction No. 278, of May 8, 1998, in CVM Instruction No. 332, of April 4, 2000, in CVM Instruction No. 356, of December 17, 2001, in CVM Instruction No. 391, of July 16, 2003, in CVM Instruction No. 399, of November 21, 2003, in CVM Instruction No. 414, of December 30, 2004, in CVM Instruction No. 429, of March 22, 2006, in CVM Instruction No. 444, of December 8, 2006, in CVM Instruction No. 461, of October 23, 2007, in CVM Instruction No. 472, of October 31, 2008, in CVM Instruction No. 476, of January 16, 2009, and in CVM Instruction No. 539, of November 13, 2013.

THE PRESIDENT OF THE COMMISSION OF SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a meeting held on December 9, 2014, based on the provisions of arts. 4º, items III and VII, 8º, items I and III, 9º, item IV of § 1º, 16, 18, letter “a” of item II, 23 and 27 of Law No. 6.385, of December 7, 1976, APPROVED the following Instruction:

Art. 1º CVM Instruction No. 539, of November 13, 2013, shall enter into force with the addition of arts. 9º-A, 9º-B and 9º-C, with the following wording:

“CHAPTER VII-A – INVESTOR CATEGORIES
Art. 9º-A Professional investors are considered:
I – financial institutions and other institutions authorized to operate by the Central Bank of Brazil; II – insurance companies and capitalization societies; III – open and closed complementary pension entities; IV – natural or legal persons who possess financial investments in a value greater than R$ 10,000,000.00 (ten million reais) and who, additionally, attest in writing their condition as professional investors through a specific term, according to Annex 9-A; V – investment funds; VI – investment clubs, provided that the portfolio is managed by a securities portfolio manager authorized by the CVM; VII – autonomous investment agents, portfolio managers, analysts and securities consultants authorized by the CVM, regarding their own resources; VIII – non-resident investors.” (NR)

“Art. 9º-B Qualified investors are considered:
I – professional investors;
II – natural or legal persons who possess financial investments in a value greater than R$ 1,000,000.00 (one million reais) and who, additionally, attest in writing their condition as qualified investors through a specific term, according to Annex 9-B; III – natural persons who have been approved in technical qualification exams or possess certifications approved by the CVM as requirements for the registration of autonomous investment agents, portfolio managers, analysts and securities consultants, regarding their own resources; and IV – investment clubs, provided that the portfolio is managed by one or more quota holders, who are qualified investors.” (NR)

“Art. 9º-C The own social security regimes instituted by the Union, by the States, by the Federal District or by Municipalities are considered professional investors or qualified investors only if recognized as such according to specific regulation of the Ministry of Social Security.” (NR)

Art. 2º CVM Instruction No. 539, of 2013, shall enter into force with the addition of Annex 9-A and Annex 9-B, as per Annex A and Annex B to this Instruction, respectively.

Art. 3º Art. 9º of CVM Instruction No. 539, of 2013, shall enter into force with the following wording:

“Art. 9º The obligation to verify the suitability of the product, service or operation does not apply when:
I – the client is a qualified investor, with the exception of natural persons mentioned in item IV of art. 9º-A and in items II and III of art. 9º-B; II – the client is a legal person of public law; or III – the client has their securities portfolio managed discretely by a securities portfolio manager authorized by the CVM.” (NR)

Art. 4º Arts. 2º, 4º and 6º of CVM Instruction No. 155, of August 7, 1991, shall enter into force with the following wording:

“Art. 2º ……
I – be intended exclusively for professional investors, as defined in specific regulation; and ……” (NR)

“Art. 4º The promissory notes distributed under the terms of this Instruction may be traded in regulated securities markets, provided that they are traded only between professional investors, as defined in specific regulation.” (NR)

“Art. 6º The infringement of the provisions of arts. 2º, 3º and 4º of this Instruction shall be considered a serious offense, for the purposes provided in § 3º of art. 11 of Law No. 6.385, of December 7, 1976.” (NR)

Art. 4º REVOKED

• Art. 4º revoked by CVM Instruction No. 566, of July 31, 2015.

Art. 5º Art. 3º of CVM Instruction No. 209, of March 25, 1994, shall enter into force with the following wording:

“Art. 3º ……

……

§ 3º Only qualified investors may invest in the fund, as defined in specific regulation.
……” (NR)

Art. 6º Art. 3º of CVM Instruction No. 332, of April 4, 2000, shall enter into force with the following wording:

“Art. 3º ……
§ 1º ……
I – ……
…… d) exclusive acquisition by:

1. qualified investors, as defined in specific regulation; and
2. employees of the sponsoring company or another company part of the same economic group.
   ……” (NR)

Art. 7º Arts. 2º, 3º and 40-A of CVM Instruction No. 356, of December 17, 2001, shall enter into force with the following wording:

“Art. 2º ……
……
VIII – qualified investor and professional investor: those defined as such in specific regulation; ……” (NR)

“Art. 3º ……
……
II – only applications may be received, as well as have quotas traded in the secondary market, when the subscriber or acquirer of the quotas is a qualified investor; and III – each class or series of quotas issued for public placement must be classified by a risk rating agency operating in the Country. IV – REVOKED” (NR)

“Art. 40-A ……
……
§ 4º ……
……

II – be the object of a public offer intended for subscription by no more than 50 (fifty) professional investors, and must be traded in the secondary market exclusively between professional investors. ……” (NR)

Art. 8º Art. 5º of CVM Instruction No. 391, of July 16, 2003, shall enter into force with the following wording:

“Art. 5º Only qualified investors may invest in the fund, as defined in specific regulation.” (NR)

Art. 9º Art. 3º of CVM Instruction No. 399, of November 21, 2003, shall enter into force with the following wording:

“Art. 3º ……
……
IV – only applications may be received, as well as have quotas traded in the secondary market, when the subscriber or acquirer of the quotas is a qualified investor, as defined in specific regulation.” (NR)

Art. 10. Arts. 5º, 5º-A, 6º, 7º, 8º and 16 of CVM Instruction No. 414, of December 30, 2004, shall enter into force with the following wording:

“Art. 5º ……

……

§ 4º ……
……

II – be the object of a public offer intended for subscription by no more than 50 (fifty) professional investors.
……” (NR)

“Art. 5º-A. The provisions established in art. 5º, applicable to real estate credits due to their debtors and co-obligors, shall also be observed regarding the originators of real estate credits related to properties without “habite-se”, or equivalent document, granted by the competent administrative body.” (NR)

“Art. 6º The public distribution offer of CRI intended for investors who are not qualified, as defined in specific regulation, shall only be admitted for CRI backed by credits on which the fiduciary regime provided for in art. 9º of Law No. 9.514, of November 20, 1997, has been instituted, originated:
I – from properties with “habite-se”, or equivalent document, granted by the competent administrative body; or ……” (NR)

“Art. 7º ……
……

§ 2º In offers intended exclusively for qualified investors, as defined in specific regulation, of CRI linked to real estate credits related to properties with “habite-se”, or equivalent document, granted by the competent administrative body, the certificate of the annotation or registration referred to in § 1º of this article may be presented to the CVM within 90 (ninety) days after the start of the distribution. ……

§ 6º In public distribution offers of CRI intended for investors who are not qualified, as defined in specific regulation, it shall be mandatory at least one report from a risk rating agency attributed to the CRI.

§ 7º Whenever a risk classification report is prepared, its update shall be mandatory, at least, every 3 (three) months period, admitting, in the case of CRI that can be traded only between qualified or professional investors, as defined in specific regulation, that the Credit Securitization Term excludes this obligation.” (NR)

“Art. 8º Provisional registration may be granted for the public distribution of CRI intended exclusively for qualified investors, as defined in specific regulation, upon presentation to the CVM, by a stock exchange or organized over-the-counter market entity, at the request of the securitizing company:
……” (NR)

“Art. 16. After 18 (eighteen) months from the date of closure of the distribution, CRIs offered exclusively to qualified investors or professional investors may be acquired by investors who are not qualified, as defined in specific regulation, provided that the following is observed:

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION - CVM Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

……

§ 2º In the case of CRIs offered exclusively to professional investors, in the form of item II of § 4º of art. 5º, the possibility of acquisition by a qualified investor or by an investor who is not qualified is also conditioned to the filing, with the CVM, of the financial statements of debtors and co-obligors responsible for more than 20% (twenty percent) of the real estate credits, in the form of item III of §1º of art. 5º of this Instruction.” (NR)

Art. 10. REVOKED

• Art. 10 revoked by CVM Resolution No. 60, of December 23, 2021.

Art. 11. Art. 2º of CVM Instruction No. 429, of March 22, 2006, shall enter into force with the following wording:

“Art. 2º ……
I – public offers of simple debentures, with or without guarantee, and without a swap clause for shares or other securities, whose registration request is presented based on a Securities Distribution Program previously filed with the CVM, in the form of CVM Instruction No. 400, of December 29, 2003, provided that the offer is carried out in conformity with the provisions of the self-regulation code for public offers of securities and other securities; II – public offers of commercial promissory notes distributed under the terms of CVM Instruction No. 155, of August 7, 1991, provided that summary information about the offer is disclosed, in the form of the Annex to that Instruction; and ……” (NR)

Art. 11. REVOKED

• Art. 11 revoked by CVM Instruction No. 566, of July 31, 2015.

Art. 12. Art. 4º of CVM Instruction No. 444, of December 8, 2006, shall enter into force with the following wording:

“Art. 4º The funds regulated by this Instruction may only receive applications, as well as have quotas traded in the secondary market, when the subscriber or acquirer of the quotas is a professional investor, as defined in specific regulation. I – REVOKED II – REVOKED Sole paragraph. A person who is not a professional investor, as defined in specific regulation, may subscribe to quotas of the FIDC-NP whose investment policy has as its predominant objective the realization of applications in credit rights framed in the hypotheses of item V of § 1º of art. 1º, provided that the full payment is made in credit rights.” (NR)

Art. 13. Art. 67 of CVM Instruction No. 461, of October 23, 2007, shall enter into force with the following wording:

“Art. 67. ……
……

§ 1º The trading of securities through the trading systems referred to in the caput of this article is restricted to qualified investors, as defined in specific regulation.
……” (NR)

Art. 14. Arts. 53 and 54 of CVM Instruction No. 472, of October 31, 2008, shall enter into force with the following wording:

“Art. 53. A REIT intended exclusively for qualified investors, as defined in specific regulation, may be constituted.” (NR)

“Art. 54. The quality of qualified investor must be verified:
I – at the time of subscription by the administrator; and II – in the trading in the secondary market, by the intermediary.
Sole paragraph. It is permitted the retention and the making of new applications, in a REIT intended exclusively for qualified investors, by quota holders who do not meet the requirements provided in specific norm, provided that such quota holders entered in accordance with the admission criteria previously in force.” (NR)

Art. 15. Arts. 2º, 3º and 15 of CVM Instruction No. 476, of January 16, 2009, shall enter into force with the following wording:

“Art. 2º Public offers distributed with restricted efforts shall be intended exclusively for professional investors, as defined in specific regulation, and intermediated by members of the securities distribution system.

……” (NR)

“Art. 3º ……
I – the search for, at most, 75 (seventy-five) professional investors, as defined in specific regulation, shall be permitted; and II – the offered securities shall be subscribed or acquired by, at most, 50 (fifty) professional investors. ……” (NR)

“Art. 15. The securities offered under the terms of this Instruction may only be traded between qualified investors, as defined in specific regulation.
……” (NR)

Art. 16. The following are revoked:
I – § 3º of art. 3º of CVM Instruction No. 278, of May 8, 1998; II – item IV of art. 3º of CVM Instruction No. 356, of December 17, 2001; III – items I and II of art. 4º of CVM Instruction No. 444, of December 8, 2006; and IV – art. 4º of CVM Instruction No. 476, of January 16, 2009.

Art. 17. Art. 13 of CVM Instruction No. 539, of 2013, shall enter into force with the following wording:

“Art. 13. This Instruction enters into force on July 1, 2015.” (NR)

Art. 18. Arts. 1º to 16 of this Instruction enter into force on July 1, 2015 and art. 17 of this Instruction enters into force on the date of its publication.

Art. 18. Arts. 1º to 16 of this Instruction enter into force on October 1, 2015 and art. 17 of this Instruction enters into force on the date of its publication.

• Art. 18 with wording given by CVM Instruction No. 564, of June 11, 2015.

Original signed by
LEONARDO P. GOMES PEREIRA
President

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION - CVM Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

ANNEX A to CVM Instruction No. 554, of December 17, 2014.

ANNEX 9-A
DECLARATION OF PROFESSIONAL INVESTOR STATUS
By signing this term, I affirm my condition as a professional investor and declare that I possess sufficient knowledge of the financial market so that a set of legal and regulatory protections granted to other investors are not applicable to me. As a professional investor, I attest that I am capable of understanding and weighing the financial risks related to the application of my resources in securities that can only be acquired by professional investors. I declare, under the penalties of law, that I possess financial investments in a value greater than R$ 10,000,000.00 (ten million reais).

Date and place,

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[Insert name]

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION - CVM Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

ANNEX B to CVM Instruction No. 554, of December 17, 2014

ANNEX 9-B
DECLARATION OF QUALIFIED INVESTOR STATUS
By signing this term, I affirm my condition as a qualified investor and declare that I possess sufficient knowledge of the financial market so that a set of legal and regulatory protections granted to investors who are not qualified are not applicable to me. As a qualified investor, I attest that I am capable of understanding and weighing the financial risks related to the application of my resources in securities that can only be acquired by qualified investors. I declare, under the penalties of law, that I possess financial investments in a value greater than R$ 1,000,000.00 (one million reais).

Date and place,

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[Insert name]