CVM Instruction No. 560 of March 27, 2015 (Revoked)

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

CVM INSTRUCTION NO. 560, OF MARCH 27, 2015, WITH THE AMENDMENT INTRODUCED BY CVM INSTRUCTIONS NO. 574/15 AND 609/19.

Provides for the registration, operations, and disclosure of information by non-resident investors in the country.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes it known that the Board, in a meeting held on March 25, 2015, and based on the provisions of item I of art. 8 of Law No. 6.385, of December 7, 1976, and art. 2 of the Regulation Annex I of Resolution CMN No. 4.373, of September 29, 2014, APPROVED the following Instruction:

CHAPTER I – REGISTRATION OF NON-RESIDENT INVESTOR
Section I – General Rules

Art. 1. Prior to the start of its operations in the country, the non-resident investor must obtain registration with the CVM through its representative, by presenting the information set forth in Annex 1 of this Instruction.

Art. 2. The investor, individual or collective, natural or legal persons, fund or other collective investment entity, with residence, headquarters, or domicile abroad, may apply for registration.

Art. 3. The non-resident investor may register as:
I – holder of an own account;
II – holder of a collective account; or
III – participant in a collective account.

§ 1. The holder of an own account may operate only in its own name.

§ 2. The holder of a collective account may operate on behalf of other non-resident investors, admitted as participants in the collective account.

Art. 4. The investor may operate its own resources in a collective account of which it is the holder, provided that it is also registered as a participant.

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Art. 5. Only an investor whose qualification is contemplated in items I to XII of § 1 of art. 1 of Annex 1 may be the holder of a collective account.

Section II – Registration of non-resident investor

Art. 6. The registration of a non-resident investor will be granted automatically.

Art. 7. The application for registration of a non-resident investor must be sent, electronically, to the Superintendence of Relations with Institutional Investors – SIN and accompanied by the information set forth in Annex 1 of this Instruction.

Art. 8. The registration will take effect one (1) business day after the date of receipt of the information set forth in Annex 1.

Sole paragraph. The SIN may, at any time, request the correction or alteration of the information set forth in Annex 1.

Art. 9. The SIN must suspend the registration of the non-resident investor when it finds that the investor does not comply with any of the requirements established in the specific regulation issued by the CMN for the start of its operations.

Section III – Representation

Art. 10. The representative of a non-resident investor must be a financial institution or an institution authorized to operate by the Central Bank of Brazil.

Art. 11. The representative in the country of the non-resident investor must carry out the representation activities provided for in this Instruction with good faith, diligence, and loyalty.

Art. 12. It is the duty of the representative:
I – provide the necessary information for the registration of the non-resident investor with the CVM; II – keep updated the information of the non-resident investor set forth in Annex 1; III – present to the CVM, whenever requested, the following documents:

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a) contract of constitution of representative; and b) contract for the provision of securities custody services entered into between the non-resident investor and a legal entity authorized by the CVM to provide such service; IV – provide the CVM with the information requested regarding the non-resident investors represented by it; and V – immediately communicate to the SIN the termination of the representation contract.

Art. 13. The information provided about the non-resident investor must be true, complete, and consistent.

CHAPTER II – PERIODIC INFORMATION

Art. 14. The representative must send to the CVM through an electronic system available on the CVM website, the following information:
I – monthly report, indicating the consolidated movements and applications of resources of the participants in collective accounts and the holders of own accounts represented by it, according to the content established in Annex 14-A, within 10 (ten) business days after the end of each month; and II – semi-annual report, indicating the movements and applications of resources of the participants in collective accounts and the holders of own accounts represented by it, according to the content established in Annex 14-B, within 15 (fifteen) business days after the end of each semester.

§ 1. Central depositories, custodians, entities administering organized markets, registrars, settlement systems, bookkeepers, and administrators of investment funds must provide the representative with the information necessary for the preparation of the periodic reports provided for in this article regarding the securities and financial assets owned by the non-resident investor represented by it.

§ 2. The provisions of the preceding paragraph do not exclude the responsibility of the representative for the delivery of the information provided for in art. 14, within the established deadlines.

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CHAPTER III – CONDUCT OF OPERATIONS BY NON-RESIDENT INVESTOR
Section I – General Rules

Art. 15. The non-resident investor may be the holder and participant of one or more accounts.

Sole paragraph. If the non-resident investor chooses to keep its financial assets and securities in separate custody accounts or with more than one custodian, the contract for the provision of custody services must contain a clause providing for the operational procedures for movements between the accounts, including regarding the information to be provided to the holder and the representatives.

Art. 16. The termination or cancellation of a custody contract without indication by the non-resident investor of a new custodian must be communicated immediately by the custodian to the SIN.

Art. 17. The registration number assigned by the CVM must appear in all operations carried out in the name of each participant in a collective account or holder of an own account, in order to allow the identification of the final principals in the operations carried out and to ensure segregation between the orders of the holder and each of the participants in the account.

Art. 18. In cases where the non-resident investor acts through an foreign institution, the contract for the provision of custody services may be signed by the foreign intermediary institution in the name of the non-resident investor.

Sole paragraph. If the contract for the provision of custody services is signed under the terms of the caput, the custodian must ensure that the non-resident investor is a client of the foreign intermediary institution, with which it is duly registered in accordance with the legislation applicable in its country of origin.

Section II – Off-Market Operations

Art. 19. The acquisition or alienation of securities off an organized market is permitted in the following cases:
I – subscription;
II – bonus;

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III – conversion of debentures or other bonds into shares; IV – redemption or reimbursement, in the cases provided for by Law; V – payment of dividends in securities; VI – subscription, amortization, or redemption of shares of investment funds regulated by the CVM; VII – assignment or transfer of shares of open investment funds in the cases provided for in the specific regulation issued by the CVM; VIII – free or onerous assignment of dividends due and not yet paid to a non-resident investor seeking to close a custody account; IX – free assignment of subscription receipts, as assignor or assignee; X – judicial, arbitral, or administrative transaction, decision; XI – alienation of securities whose authorization for trading on an organized market has been canceled or suspended; XII – alienation of shares as a result of the exercise of a right or by force of an obligation stipulated in a shareholders' agreement that has been entered into and filed with the CVM for more than six months; XIII – public offering for distribution of securities; XIV – public offering for acquisition of shares – OPA, in cases where the CVM authorizes that the offering be carried out by a procedure other than auction on an organized market, in accordance with specific regulation; and XV – put option for remaining shareholders in an OPA.

§ 1. Upon prior reasoned request, the CVM may authorize the use of external resources entered into the country, in accordance with the specific regulation issued by the CMN, in operations of acquisition or alienation of securities off an organized market in other cases not provided for in the caput, observing the other specific norms regarding the subject.

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§ 2. In the case provided for in item I of the caput, subscription is permitted regardless of whether it is a result or not of the exercise of the right of preference provided for in art. 171 of Law No. 6.404, of December 15, 1976.

§ 3. Except in the case of a judicial order, the institution authorized to provide bookkeeping services should only register the alienation of book-entry securities in the name of the non-resident investor with the consent of the representative, who shall evaluate the conformity of the intended movement with the rules of this Instruction.

Section III – Transfers Between Non-Resident Investors

Art. 20. Transfers of position between non-resident investors originating from abroad are admitted, provided they result from:
I – merger, spin-off, incorporation, share incorporation, and succession causa mortis; and II – other corporate operations that do not result in the modification of the final holders of the assets and in the alteration of the total of financial assets and securities belonging, directly or indirectly, to each of the investors involved in the operation.

Sole paragraph. The CVM may authorize, upon prior reasoned request, transfers of position between non-resident investors originating from abroad in cases not provided for in the caput, observing the other specific norms regarding the subject.

Art. 21. The carrying out of the transfer provided for in art. 20 must be reported to the CVM by the representative of the investor whose position is being transferred, accompanied by supporting documentation, together with the monthly report.

CHAPTER IV – MAINTENANCE OF RECORDS

Art. 22. The representative must keep, for a minimum period of 5 (five) years, or for a longer period as expressly determined by the CVM, all documents and information required by this Instruction.

Sole paragraph. The documents and information referred to in the caput may be stored in physical or electronic media, allowing for the substitution of documents by their digitized images.

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CHAPTER V – FINAL PROVISIONS

Art. 23. The representative is subject to a daily fine for failure to comply with the deadlines provided for in this Instruction for the delivery of periodic information, in the amount of R$ 500.00 (five hundred reais).

Art. 23. The representative is subject to the daily fine provided for in the specific norm dealing with penalty fines for failure to comply with the deadlines provided for in this Instruction for the delivery of periodic information, without prejudice to the provisions of art. 11 of Law No. 6.385, of 1976.

• Art. 23 with wording given by CVM Instruction No. 609, of June 25, 2019.

Art. 24. Non-compliance with the duties established in arts. 1; 13; 14; 16; 17; 19, §1; 20, sole paragraph; and 21 of this Instruction is considered a serious offense, for the purposes of the provisions of art. 11, §3, of Law No. 6.385, of December 7, 1976.

Art. 25. Communications from the CVM provided for in this Instruction will be valid if made by electronic message and sent to the address of the representative, contained in its registration information.

Art. 26. The information set forth in Annex 1 will be required in registration requests filed from January 1, 2016.

Sole paragraph. While Annex 1 is not required, the representative may file the application for registration of a non-resident investor with the information currently provided for in the electronic system made available by the CVM for the registration of non-resident investors.

Art. 27. Representatives must update the registration information of all non-resident investors they represent, according to the content established in Annex 1, until January 1, 2016.

Art. 27. Representatives must update the registration information of all non-resident investors they represent, according to the content established in Annex I, until March 31, 2016.

• Art. 27 with wording given by CVM Instruction No. 574, of December 17, 2015.

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Art. 28. The periodic information provided for in art. 14 must be delivered from January 1, 2016.

Art. 28. The periodic information provided for in art. 14 must be delivered from July 1, 2016.

• Art. 28 with wording given by CVM Instruction No. 574, of December 17, 2015.

§ 1. While art. 14 is not enforceable, the representative must send the following information, according to the content currently established in the electronic system made available by the CVM for the delivery of information:
I – consolidated monthly report by holder, within 5 (five) business days after the end of each month; II – consolidated monthly report by representative, within 5 (five) business days after the end of each month; III – semi-annual report by passage, until the 15th day of the month following the end of the semester; and IV – occasional report of transfers of position between non-resident investors referred to in art. 21.

§ 2. The supporting documents related to the transfers referred to in art. 21 must be sent to the SIN by electronic mail, while art. 14 is not enforceable.

§ 3. The provisions of art. 23 do not apply to the information delivered under the terms of § 1 and § 2 of this article.

Art. 29. This Instruction enters into force on the date of its publication.

Art. 30. On the date this Instruction enters into force, the following are revoked:
I – CVM Instruction No. 325, of January 27, 2000; II – CVM Deliberation No. 366, of November 10, 2000; III – CVM Instruction No. 353, of July 17, 2001; IV – CVM Instruction No. 419, of May 2, 2005; and V – CVM Deliberation No. 532, of January 29, 2008.

Signed Original by

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LEONARDO P. GOMES PEREIRA
President

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ANNEX 1
Information for the Processing of the Non-Resident Investor Registration Request

Art. 1. To register a non-resident investor, the representative must send to the CVM through an electronic system available on the CVM website, the following information about the non-resident investor:
I – name or corporate name;
II – whether the non-resident investor is a legal or natural person; III – if the non-resident investor is a natural person, inform:
a) mother's name; b) sex; c) date of birth; and d) nationality; IV – full address; V – electronic address; VI – country of tax domicile; VII – identify if the non-resident investor is:
a) holder of an own account; b) holder of a collective account; or c) participant in a collective account, specifying it; VIII – qualification;

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IX – tax representative;
X – custodian; and
XI – data of the person indicated by the representative for contact regarding the request, informing:
a) name; b) phone; and c) electronic address.

§ 1. The qualification referred to in item VIII of the caput must be one of the following:
I – central banks;
II – governments or government entities;
III – sovereign fund or investment company controlled by a sovereign fund; IV – multilateral organizations; V – commercial banks, investment banks, savings and loan associations, and global custodians and similar institutions, regulated and supervised by a competent government authority; VI – insurance companies regulated and supervised by a competent government authority; VII – companies or entities whose purpose is to distribute the issuance of securities, or to act as intermediaries in the trading of securities, acting on their own behalf, registered and regulated by an agency recognized by the CVM; VIII – pension entities regulated and supervised by a competent government authority; IX – non-profit institutions, provided they are regulated and supervised by a competent government authority;

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X – any entity whose purpose is the application of resources in the financial and capital markets, of which only natural and legal persons resident and domiciled abroad participate, provided that:
a) it is registered and regulated by an agency recognized by the CVM; or b) the portfolio administration is carried out in a discretionary manner by a professional administrator registered and regulated by an entity recognized by the CVM; XI – other funds or collective investment entities; XII – entities constituted in the form of trusts or other fiduciary vehicles; XIII – companies constituted with bearer shares; XIV – legal entities constituted abroad not included in the previous categories; or XV – natural persons resident abroad.

§ 2. For the purposes of items VII and X of § 1, the CVM recognizes entities that meet at least one of the following requirements:
I – be located, directly or indirectly, in a jurisdiction that is not classified by the Financial Action Task Force – FATF as non-cooperative, high-risk, or having strategic deficiencies in combating and preventing money laundering and terrorist financing; and II – be subject to the supervision of a securities market regulatory body that has entered into a mutual cooperation agreement with the CVM allowing for the exchange of investor financial information, or is a signatory to the multilateral memorandum of understanding of the International Organization of Securities Commissions – IOSCO.

Art. 2. The representative must keep on file a declaration from the non-resident investor attesting that the information provided regarding this annex is true and that it accepts the responsibilities arising from it, under the penalties of the law.

Sole paragraph. The declaration must contain:

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I – signature of the non-resident investor, or of its representative; II – signature of the representative; and III – date.

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ANNEX 14-A
Content of the Monthly Report

Art. 1. The monthly report must contain the following information:
I – Data of the participant in a collective account or the holder of an own account, indicating:
a) name and code; and b) reference date of the document; II – Movement of resources, indicating:
a) the value of inflows and outflows of resources occurring in the period; and b) the resource movements in the period, segregated between:

1. transfers of resources between investment modalities;
2. resources received from another representative; and
3. resources transferred to another representative;
   III – Application of resources, informing:
   a) type of application, classifying into one of the following categories:
4. shares and capital participation titles;
5. debt instruments – fixed income – federal public bonds;
6. debt instruments – fixed income – state or municipal public bonds;
7. debt instruments – fixed income – issued by a financial institution or by an institution authorized to operate by the Central Bank of Brazil;
8. debt instruments – fixed income – issued by a non-financial company;

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 560, OF MARCH 27, 2015 15

6. investment fund shares – equity portfolio;
7. investment fund shares – fixed income securities portfolio;
8. investment fund shares – real estate;
9. investment fund shares – private equity;
10. investment fund shares – credit rights
11. investment fund shares – other portfolios;
12. gold;
13. cash and cash equivalents;
14. interest rate futures contracts;
15. currency futures contracts or currency swap contracts;
16. currency swap contracts with periodic adjustment;
17. stock index futures contracts;
18. other futures contracts;
19. interest rate options;
20. currency options;
21. stock index options;
22. other options;
23. other derivative instruments; and
24. other investments;
    b) market value (Level 1 fair value) on the last business day of the reference month, or, in the absence thereof, the acquisition cost; and

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 560, OF MARCH 27, 2015 16

c) net nominal value on the last business day of the reference month of the investments provided for in items 14 to 23 of art. 1º, III, “a”, of this Annex. IV – Net equity. § 1º Investments measured at market value (Level 1 fair value) must be reported separately from those measured at acquisition cost. § 2º The following assets must be classified in the “equities and participation titles” category:
I – equities and certificates or deposit receipts of securities; II – equities and other titles lent; and III – other variable income investments.

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 560, OF MARCH 27, 2015 17

ANNEX 14-A
Content of the Monthly Report
Art. 1º The monthly report must contain the following information:
I – Data of the participant in a collective account or the holder of an own account, indicating:
a) name and code; and b) reference date of the document; II – Resource movements, indicating:
a) the value of resource inflows and outflows occurring during the period; and b) resource movements during the period, segregated between:

1. resource transfers between investment modalities;
2. resources received from another representative; and
3. resources transferred to another representative;
   III – Investment of resources, informing:
   a) type of investment, classifying into one of the following categories:
4. equities and participation titles;
5. equities and other titles and securities lent;
6. debt instruments – fixed income – federal public securities;
7. debt instruments – fixed income – state or municipal public securities;
8. debt instruments – fixed income – issued by a financial institution or by an institution authorized to operate by the Central Bank of Brazil;
9. debt instruments – fixed income – issued by a non-financial company;

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 560, OF MARCH 27, 2015 18

7. investment fund shares – equity portfolio;
8. investment fund shares – fixed income securities portfolio;
9. investment fund shares – real estate;
10. investment fund shares – private equity;
11. investment fund shares – credit rights
12. investment fund shares – other portfolios;
13. gold;
14. cash and cash equivalents;
15. interest rate futures contracts;
16. currency futures contracts or currency swap contracts;
17. currency swap contracts with periodic adjustment;
18. stock index futures contracts;
19. other futures contracts;
20. interest rate options;
21. currency options;
22. stock index options;
23. other options;
24. other derivative instruments;
25. other investments;
26. liabilities for equities and other securities received in loan;

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 560, OF MARCH 27, 2015 19

27. other liabilities;
28. sales of equities to be received;
29. rights to be received relating to equities; and
30. other amounts to be received;
    b) market value (Level 1 fair value) on the last business day of the reference month, or, in the absence thereof, the acquisition cost; and c) net nominal value on the last business day of the reference month of the investments provided for in items 15 to 24 of art. 1º, III, “a”, of this Annex. IV – Net equity. § 1º Investments measured at market value (Level 1 fair value) must be reported separately from those measured at acquisition cost. § 2º The following assets must be classified in the “equities and participation titles” category:
    I – equities and certificates or deposit receipts of securities; and II – other variable income investments.

• ANNEX 14-A with wording given by CVM Instruction No. 574, of December 17, 2015.

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 560, OF MARCH 27, 2015 20

ANNEX 14-B
Content of the Semi-Annual Report
Art. 1º The semi-annual report must contain the following information:
I – Data of the participant in a collective account or the holder of an own account, indicating:
a) name and code; and b) reference date of the document; II – Resource movements, indicating:
a) the value of resource inflows and outflows occurring during the period; and b) resource movements during the period, segregated between:

1. resource transfers between investment modalities; and
2. resources received from another representative and resources transferred to another representative;
   III – Investment of resources, informing, regarding the securities or financial assets invested:
   a) type; b) species; c) code; d) date of the start of the investment; and e) market value (Level 1 fair value) on the last business day of the reference month, or, in the absence thereof, the acquisition cost; IV – Net equity.