CVM Instruction No. 569 of October 14, 2015, as Amended by CVM Instruction No. 573/15

SECURITIES COMMISSION OF BRAZIL
Seven de Setembro 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. 569, OF OCTOBER 14, 2015, WITH THE AMENDMENT INTRODUCED BY CVM INSTRUCTION NO. 573/15. Provides for the public distribution offer of Structured Operations Certificate – COE carried out with exemption from registration, and amends provisions of CVM Instruction No. 480, of December 7, 2009, and CVM Instruction No. 541, of December 20, 2013.

THE PRESIDENT OF THE SECURITIES COMMISSION - CVM makes public that the Collegiate Body, in a meeting held on October 7, 2015, based on the provisions of arts. 2º, items VII and VIII, and 19, § 5º, item I, of Law No. 6.385, of December 7, 1976, in art. 43 of Law No. 12.249, of June 11, 2010, and in arts. 10, 12 and 18 of Resolution of the National Monetary Council No. 4.263, of September 5, 2013, APPROVED the following Instruction:

CHAPTER I – SCOPE AND PURPOSE
Art. 1º This Instruction regulates the public distribution offer of structured operations certificate – COE, carried out with exemption from registration, and aims to ensure the protection of investors and the market in general, through equitable treatment and adequate information disclosure requirements regarding the certificates. Sole paragraph. The general provisions defined in specific regulation on public distribution offers of securities do not apply to the public distribution offer of COE carried out with exemption from registration under terms of this Instruction.

CHAPTER II – PUBLIC DISTRIBUTION OFFER OF COE
Art. 2º The public distribution offer of COE carried out under terms of this Instruction is exempt from registration with the CVM and shall be carried out by intermediary institutions authorized to act as members of the securities distribution system. Sole paragraph. Commercial banks, savings banks, and multiple banks without an investment portfolio are exempt from the requirement to hire intermediaries who are members of the securities distribution system in the public distribution of COE issued by them, provided that the provisions of this Instruction are met.

Art. 3º The intermediary institution, or the issuer acting in this capacity under terms of the sole paragraph of art. 2º, must:
I – deliver to the investor the Essential Information Document – DIE, referred to in Chapter III, prior to the acquisition of the COE; and II – maintain an adherence and risk awareness term, dated and signed by the holder, with the following wording: “I received a copy of the Essential Information Document – DIE prior to the acquisition of the COE and became aware of its functioning and risks.” § 1º The provisions of items I and II of the main text may be met with the availability of the DIE and the holder's manifestation, both via electronic means. § 2º The obligations of the main text are exempt when:
I – the acquirer of the COE is a professional investor; or II – the COE is traded in a centralized and multilateral system maintained by an entity administering an organized market.

Art. 4º Acts of public distribution are the sale, promise of sale, offer for sale, or subscription, as well as the acceptance of orders for sale or subscription of COE, which contain any of the following elements:
I – the use of lists or sales or subscription forms, brochures, prospectuses, or advertisements, intended for the public, by any means or form; II – the solicitation, in whole or in part, of indeterminate subscribers or acquirers for the COE, even if carried out through standardized communications addressed to individually identified recipients, by employees, representatives, agents, or any natural or legal persons, members or not of the securities distribution system, or, furthermore, if in non-compliance with the provisions of this Instruction, the inquiry about the feasibility of the offer or the collection of investment intentions from indeterminate subscribers or acquirers; III – the negotiation made in a store, office, or establishment open to the public intended, in whole or in part, for indeterminate subscribers or acquirers; or IV – the use of advertising, oral or written, letters, advertisements, notices, especially through mass communication or electronic media (pages or documents on the world wide web or other open computer networks and electronic mail), understood as any form of communication directed to the general public with the aim of promoting, directly or through third parties acting on behalf of the issuer, the subscription or alienation of COE. Sole paragraph. For the purposes of this Instruction, the general public is considered a class, category, or group of people, even if individualized in this capacity, except those who have a prior commercial, credit, corporate, or labor relationship, close and habitual, with the issuer.

CHAPTER III – ESSENTIAL INFORMATION DOCUMENT OF THE STRUCTURED OPERATIONS CERTIFICATE - DIE
Art. 5º The issuer must prepare an Essential Information Document – DIE, in a manner that allows the investor broad understanding of the COE's functioning, its payment flows, and the risks incurred.
Art. 6º The DIE must:
I – contain true, complete, consistent information that does not mislead the investor; II – be written in simple, clear, objective, concise language, adequate to its nature and complexity; and III – be useful for evaluating investment in the COE. Sole paragraph. In the event that an exemption was granted based on item II, § 2º of art. 3º, the issuer must maintain an electronic version of the DIE at an address on the world wide web, in Portuguese, and access to the document cannot be restricted by passwords or any obstacle to general public access.

Art. 7º The DIE must present the following items:
I – name of the issuer and its National Registry of Legal Entities – CNPJ number; II – warning that the receipt of amounts due to the investor is subject to the credit risk of the certificate issuer; III – description of the nature and essential characteristics, highlighting whether the COE is of the “Investment with Protected Nominal Value” or “Investment with Nominal Value at Risk” modality, as well as the detailing of the particularities inherent to the respective modality, especially regarding the possibility of loss of invested capital; IV – minimum initial investment, or nominal value, if applicable; V – the conditions for periodic payment of earnings, if applicable; VI – the maturity date or term of the operation; VII – the portion of the investment value protected, with a warning about the need for immobilization of capital for a certain period for the existence of this protection, if applicable; VIII – the underlying assets used as benchmarks and information on the means of obtaining the values of indices, rates, or quotes thereof by investors; IX – warning that this is not a direct investment in the underlying asset; X – complete data on all possible scenarios of COE performance in response to alternative behaviors of the underlying assets, including a warning that such results are valid at maturity; XI – the specification of the rights and obligations of the holder and the issuer, respectively, which may influence the remuneration conditions; XII – the conditions for repurchase or redemption before the agreed maturity; XIII – warning about the conditions for physical delivery of the underlying asset, if applicable; XIV – warning about the conditions that imply the extinction of the certificates before the agreed maturity, if applicable; XV – warning about the liquidity conditions of the investment, including information on the admission to negotiation of the COE in the secondary market and on the market maker, if applicable; XVI – indication and a brief description of the main risk factors; XVII – warning that the COE is not guaranteed by the Credit Guarantee Fund - FGC; XVIII – indication of the entities administering organized markets that maintain registration systems in which the COE will be issued; XIX – highlighted warning with the following wording: “This offer was exempt from registration by the Securities and Exchange Commission - CVM. The distribution of Structured Operations Certificate - COE does not imply, by the regulatory bodies, guarantee of the truthfulness of the information provided or of the adequacy of the certificate to current legislation or judgment on the quality of the issuer or the intermediary institution.”; XX – information on any other factor that may significantly affect the contracting conditions of the operation; XXI – description of the applicable taxation; and XXII – guidance on how to submit a complaint or clarify doubts regarding the COE. Sole paragraph. The formatting, structure, and arrangement of
the DIE information must not diminish the relevance of any of the items listed in the main text.

CHAPTER IV – ADVERTISING MATERIAL
Art. 8º The use of any advertising text for offer, advertisement, or promotion in public distribution offers of COE exempt from registration under terms of this Instruction, by any form or means broadcast, including audiovisual, must:
I – follow the general information disclosure rules provided in the items of art. 6º of this Instruction; II – be consistent and not contain information different from the content of the DIE; III – use calm and moderate language, warning about the risks of the investment, including that the receipt of amounts due to the investor is subject to the credit risk of the certificate issuer; IV – mention that it is advertising material; V – alert to the existence of the DIE and the means to obtain a copy, in addition to the highlighted warning with the following wording: “READ THE ESSENTIAL INFORMATION DOCUMENT BEFORE INVESTING IN THIS STRUCTURED OPERATIONS CERTIFICATE.”; VI – highlight that the certificate is of the “Investment with Nominal Value at Risk” modality, if applicable; and VII – include a highlighted warning with the following wording: “This offer was exempt from registration by the Securities and Exchange Commission - CVM. The distribution of the Structured Operations Certificate - COE does not imply, by the regulatory bodies, guarantee of the truthfulness of the information provided or of the adequacy of the certificate to current legislation or judgment on the quality of the issuer or the intermediary institution.”

Art. 9º If the COE advertising material contains scenarios, no emphasis may be given to the best scenario to the detriment of other scenarios.
Art. 10 If the information disclosed in advertising materials contains inaccuracies or improprieties that may mislead the investor in their evaluation, the CVM may require:
I – the cessation of the information disclosure; and II – the broadcasting, with equal prominence and through the medium used to broadcast the original information, of corrections and clarifications, which must expressly state that the information is being republished by determination of the CVM.

Art. 11. Mentions of profitability, including in the DIE, must always include the corresponding effective rates expressed as a percentage per year, with equal prominence.
Art. 12. Any information disclosed by any means, including the DIE, in which reference is made to the past profitability of a COE, must:
I – present a graph showing the evolution of the performance earned at the time of maturity, calculated daily, of certificates identical to the COE being offered that have matured in an interval at least identical to the duration of the COE and whose final date is, at most, 30 (thirty) days prior to the issuance date; II – when the reference is to the evolution of the price of the underlying assets of the COE, include a warning, in highlight, with the following wording: “These values are merely illustrative and do not represent the past performance of the COE.”; III – include a highlighted warning with the following wording: “Mention of past profitability is not a guarantee of future profitability.”; IV – include clear identification of the reference period of past profitability, namely the initial and final dates; and V – mention that net profitability depends on the applicable taxation.

CHAPTER V – MAINTENANCE OF RECORDS
Art. 13. The issuer of the COE and the intermediary institutions must maintain, for a minimum period of 5 (five) years, counted from the maturity date of the certificate, or for a longer period by express determination of the CVM, all documents and information required by this Instruction. Sole paragraph. The documents and information referred to in the main text may be stored in physical or electronic media, allowing the substitution of original documents with their respective digitized images.

CHAPTER VI – FINAL PROVISIONS
Art. 14. Art. 7º of CVM Instruction No. 480, of December 7, 2008, shall be amended as follows:
“Art. 7º ……
……
V – micro-enterprises;
VI – issuers of financial letters distributed within the scope of a Continuous Distribution Program, which must observe the provisions of Annex 7-VI; and VII – issuers of structured operations certificates - COE distributed with exemption from registration of public offer under terms of specific instruction. Sole paragraph. The exemption provided for in item VII does not apply if the COE is distributed through a public offer registered with the CVM.” (NR)

Art. 15. Art. 3º of CVM Instruction No. 541, of December 20, 2013, shall be amended as follows:
“Art. 3º ……
……
Sole paragraph. The provisions of item I of the main text do not apply to the public distribution of:
I – quotas of open investment funds;
II – quotas of closed investment funds not admitted to negotiation in the secondary market; and III – structured operations certificates - COE not admitted to negotiation in a centralized and multilateral system maintained by an entity administering an organized market.” (NR)

Art. 16. Considered a serious offense, for the purposes of § 3º of art. 11 of Law No. 6.385, of December 7, 1976:
I – the carrying out of a public offer of COE without registration with the CVM in non-compliance with arts. 2º, 3º, 5º to 9º, 11 and 12 of this Instruction; and II – the non-observance of the provisions of art. 13 of this Instruction.

Art. 17. It is the responsibility of entities administering organized markets to adopt rules and procedures additional to this Instruction.
Art. 18. The institutions mentioned in this Instruction must adapt to its provisions within a maximum period of 60 (sixty) days, from its entry into force.
Art. 18. The institutions mentioned in this Instruction must adapt to its provisions by February 26, 2016.

• Art. 18. with wording given by CVM Instruction No. 573, of December 9, 2015.

Art. 19. This Instruction enters into force on the date of its publication.
Original signed by
LEONARDO P. GOMES PEREIRA
President