CVM Instruction No. 604 of December 13, 2018, with amendments introduced by CVM Resolutions No. 21/21 and 60/21

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM) Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000

CVM INSTRUCTION NO. 604, OF DECEMBER 13, 2018, WITH THE AMENDMENTS INTRODUCED BY CVM RESOLUTIONS NO. 21/21 AND 60/21.

Amends and adds provisions to CVM Instructions No. 51, of June 9, 1986; No. 279, of May 14, 1998; No. 358, of January 3, 2002; No. 359, of January 22, 2002; No. 361, of March 5, 2002; No. 400, of December 29, 2003; No. 414, of December 30, 2004; No. 472, of October 31, 2008; No. 480, of December 7, 2009; No. 510, of December 5, 2011; No. 539, of November 13, 2013; No. 542, of December 20, 2013; No. 543, of December 20, 2013; No. 555, of December 17, 2014; No. 558, of March 26, 2015; and No. 578, of August 30, 2016, and revokes CVM Instructions No. 72, of November 30, 1987; No. 116 and No. 117, of May 3, 1990; and No. 296 and No. 297, of December 29, 1998.

THE PRESIDENT OF THE SECURITY AND EXCHANGE COMMISSION OF BRAZIL - CVM makes it public that the Collegiate Board, in a meeting held on December 10, 2018, based on the provisions of Arts. 1, items VI and VIII; 2, V; 4 and its items; 8, items I and III; 18, items I, “b”, II, “a”; 19, § 5º; 21, § 6º; 23, § 2º, of Law No. 6.385, of December 7, 1976, and Art. 4 of Law No. 8.668, of June 25, 1993, APPROVED the following Instruction:

Art. 1. Arts. 20 and 32 of CVM Instruction No. 51, of June 9, 1986, shall enter into force with the following wording:

“Art. 20. REVOKED” (NR)

“Art. 32. REVOKED” (NR)

Art. 2. Arts. 3, 11, 24, 25, 30, 32 and 33 of CVM Instruction No. 279, of May 14, 1998, shall enter into force with the following wording:

“Art. 3. The constitution of the Mutual Fund for Privatization – FGTS shall depend on prior authorization from CVM.
......” (NR)

“Art. 11. ......
......
§ 5º The financial statements of the fund whose audit report does not contain a modified opinion may be considered automatically approved if the corresponding general meeting is not convened due to the non-attendance of any investors.” (NR)

“Art. 24. The Fund shall have its own accounting records, distinct from those of the administering institution, and must prepare a trial balance at the end of each month and annual balance sheets.” (NR)

“Art. 25. The Fund’s financial statements relating to the period ending on March 31 are subject to accounting standards issued by CVM and shall be audited annually by an independent auditor registered with it.” (NR)

“Art. 30. ......
I – ......
......

c) REVOKED

II – annually:

a) within 90 (ninety) days from the end of the fiscal year to which they refer, the financial statements accompanied by the independent auditor’s report; ......” (NR)

“Art. 32. The administering institution shall disclose on its website daily the net share value (after appropriate fees), the net asset value, and the management fee of the Fund.” (NR)

“Art. 33. ......
......
Sole Paragraph. The administering institution shall send annually to each unit holder:
......
III – REVOKED” (NR)

Art. 3. CVM Instruction No. 279, of 1998, shall enter into force with the addition of Article 3º-A, with the following wording:

“Art. 3º-A. Information or documents for which this Instruction requires “communication”, “access”, “sending”, “forwarding”, “disclosure”, “availability” or “attestation” must be forwarded in accordance with the communication rules defined in the regulation governing the constitution, administration, operation, and disclosure of information of investment funds.” (NR)

Art. 4. Art. 7 of CVM Instruction No. 358, of January 3, 2002, shall enter into force with the following wording:

“Art. 7. ......
§ 1º The request referred to in the main text shall be addressed to the Superintendence of Corporate Relations – SEP by means of:

I – electronic correspondence addressed to the institutional email address of SEP, with the subject “request for confidentiality”; or

II – a sealed envelope, in which the word “confidential” must appear prominently.” (NR)

Art. 5. Arts. 8, 28, 30, 39, 43 and 44 of CVM Instruction No. 359, of January 22, 2002, shall enter into force with the following wording:

“Art. 8. ......
......
II – REVOKED
......” (NR)

“Art. 28. ......
Sole Paragraph. ......
......
II – REVOKED
......” (NR)

“Art. 30. ......
......
V – increase in the management, custody, entry or exit fees;
......
§ 1º The bylaws may be amended, independent of the general meeting or consultation of unit holders, whenever such amendment results exclusively from the need to comply with express requirements of CVM, of a self-regulatory entity, of an entity administering an organized market where the fund’s units are admitted to trading, of compliance with legal or regulatory standards, of amendment of the deadline referred to in § 2 of Art. 12, or due to the update of the administrator’s address.
......
§ 3º The fund’s accounting statements whose audit report does not contain a modified opinion may be considered automatically approved if the corresponding general meeting is not convened due to the non-attendance of any investors.” (NR)

“Art. 39. ......

......
XXIV – list of market makers authorized to trade the fund’s units;
XXV – ......
......

and e) information relating to items I, II and III of the main text of Art. 35, including the number of business days elapsed since the beginning of the disqualification, indicating alongside this information the possibility of holding a general meeting in case of excessive tracking error; and

XXVI – annual fund report, within 60 (sixty) days, counted from the end of the fiscal year to which it refers, which must contain the following:

a) accounting statements, accompanied by the independent auditor’s report;

b) analysis of the fund’s portfolio in light of the adopted strategy and the objectives of the investment policy;

c) performance presentation, comprising the information contained in item XXIV;

d) explanations regarding any tracking error or return difference, in accordance with Art. 35;

e) management fees in current currency and as a percentage of the fund’s net asset value; and

f) other information that the administrator deems relevant.

......” (NR)

“Art. 43. ......

I – ......

II – ......

a) REVOKED

b) trial balance and statements of composition and diversification of the portfolio, within 15 (fifteen) days after the end of the month to which they refer; and

III – annually, within 60 (sixty) days from the end of the fiscal year to which they refer, the independent auditor’s report relating to the accounting statements.” (NR)

“Art. 44. REVOKED” (NR)

Art. 6. Arts. 9º-A, 20, 29 and 33 of CVM Instruction No. 361, of March 5, 2002, shall enter into force with the following wording:

“Art. 9º-A. ......
Sole Paragraph. Confidential information must be forwarded to the Superintendence of Securities Registration – SRE by means of:

I – electronic correspondence addressed to the institutional email address of SRE, with the subject “request for confidentiality”; or

II – a sealed envelope, in which the word “confidential” must appear prominently.” (NR)

“Art. 20. ......
......
IV – in cases of a Tender Offer launched by the company itself, direction for electronic access to the resolution of the company’s body that approved the launch of the Tender Offer, containing, at minimum, the justification of the operation, the unneed for raising resources through public subscription of shares within 2 (two) years, and the reference to the existence of reserves required by law.” (NR)

“Art. 29. ......
§ 1º The Tender Offer shall be formulated by the acquirer of control, and its instrument shall contain, in addition to the requirements established by Art. 10, direction for electronic access to the news of a relevant fact disclosed upon the alienation of control, without prejudice to the provisions of item I of § 1 of Art. 33, if applicable. ......” (NR)

“Art. 33. ......
......
§ 3º Item II of § 2 may be replaced by incorporation by reference to the reference form of the issuer company of the securities to be assigned in the exchange, updated in accordance with the Instruction governing the registration of the issuer, observed, in this case, § 4.

§ 4º In the case of § 3, the instrument of the Tender Offer referred to in this article shall also contain information on the risk factors of the underlying distribution offer related to the exchange.” (NR)

Art. 7. Items I and II of Annex I of CVM Instruction No. 361, of 2002, shall enter into force with the following wording:

“I. REVOKED” (NR)

“II. The registration request for a Tender Offer shall contain:

a) identification of the target company and the documents attached with reference to the normative command determining their presentation;
......

i) when it is a Tender Offer for increase in participation or for alienation of control, copies of all and any contracts related to the operation that resulted in the increase in participation or alienation of control, including, for example, contracts for the purchase and sale of shares, contracts for assumption of debt, contracts regulating any compensation between the parties, contracts granting call and put options, and contracts for assignment of credits;

j) free translation of any documents drafted in a foreign language;

k) reference to corporate acts related to the Tender Offer, indicating the page on the World Wide Web where they can be consulted; and

l) proof of payment of the inspection fee due in accordance with the law.” (NR)

Art. 8. Arts. 42 and 48 of CVM Instruction No. 400, of December 29, 2003, shall enter into force with the following wording:

“Art. 42. ......
......
§ 4º The lead institution shall forward to CVM and to the entities administering organized markets where the issuer’s securities are admitted to trading, in time to comply with the provisions of the main text, an electronic version, without any restrictions for copying, of the Final and Preliminary Prospectuses. ......” (NR)

“Art. 48. ......
......
III – if it has prepared public analysis reports on the company and the operation, identify them as related to the public distribution offer when sending them to the accredited entity, in accordance with the applicable Instruction; ......” (NR)

Art. 9. Art. 8 of CVM Instruction No. 414, of December 30, 2014, shall enter into force with the following wording:

“Art. 8. ......
......
II – REVOKED

......” (NR)

Art. 9. REVOKED

• Art. 9 revoked by CVM Resolution No. 60, of December 23, 2021.

Art. 10. Arts. 18 and 37 of CVM Instruction No. 472, of October 31, 2008, shall enter into force with the following wording:

“Art. 18. ......
......
II – amendment of the bylaws, except for the provisions of Art. 17-A; ......” (NR)

“Art. 37. ......
§ 1º ......

II - remain in office until the minutes of the general meeting that elects their substitute and successor in the fiduciary ownership of these assets and rights are recorded in the real estate registry office, in the deeds relating to the real estate assets and rights comprising the fund’s assets, and registered in the Registry of Deeds and Documents.
......

§ 7º In the cases referred to in the main text, as well as in the case of submission to judicial or extrajudicial liquidation, the minutes of the unit holders’ meeting that elects a new administrator constitute a suitable document for recording, in the Real Estate Registry Office, the succession of the fiduciary ownership of the real estate assets comprising the fund’s assets. ......” (NR)

Art. 11. CVM Instruction No. 472, of 2008, shall enter into force with the addition of Article 17-A, with the following wording:

“Art. 17-A. The bylaws may be amended, independent of the general meeting, whenever such amendment:

I – results exclusively from the need to comply with legal or regulatory standards, express requirements of CVM, of an entity administering organized markets where the fund’s units are admitted to trading, or of a self-regulatory entity, in accordance with applicable legislation and agreement with CVM;

II – is necessary due to the update of the administrator’s or the fund’s service providers’ registration data, such as change in corporate name, address, website, and telephone; and

III – involves a reduction in management, custody, or performance fees.

§ 1º The amendments referred to in items I and II must be communicated to the unit holders, within 30 (thirty) days from the date they were implemented.

§ 2º The amendment referred to in item III must be immediately communicated to the unit holders.” (NR)

Art. 12. Arts. 24, 30 and 31 of CVM Instruction No. 480, of December 7, 2009, shall enter into force with the following wording:

“Art. 24 ......

......

§ 2º The issuer must resubmit the updated reference form:

I – on the date of the registration request for the public distribution of securities;

II – on the date of publication of the instrument for the public offer to acquire shares (Tender Offer), when the issuer is offering securities assigned in exchange and opts to incorporate by reference to the reference form the information regarding itself that, according to specific regulations on public offers to acquire shares, should be contained in the offer instrument; and

III – on the date of the registration request for the distribution program or the disclosure of the preliminary supplement, the provisions contained in the notes of Annex 24 dealing with the registration request for the public distribution of securities being applied to the registration request for the distribution program and the disclosure of the preliminary supplement. ......” (NR)

“Art. 30. ......
......

§ 6º In the event of hiring a risk rating agency for the certificates issued by securitization companies, the report referred to in item XVI of the main text must be updated quarterly for each issuance, based on the end of each civil quarter, and delivered to CVM within 45 (forty-five) days from the end of the reference quarter.” (NR)

“Art. 31. ......

......

§ 3º In the event of hiring a risk rating agency for the certificates issued by securitization companies, the report referred to in item X of the main text must be updated quarterly for each issuance, based on the end of each civil quarter, and delivered to CVM within 45 (forty-five) days from the end of the reference quarter.” (NR)

Art. 13. Art. 1 of Annex 32-III of CVM Instruction No. 480, of December 7, 2009, shall enter into force with the following wording:

“Art. 1. Securitization companies must send to CVM via an electronic system available on CVM’s website the following monthly report for each issuance of agricultural receivables certificates, within 30 (thirty) days:
......” (NR)

Art. 14. Arts. 1 and 6 of CVM Instruction No. 510, of December 5, 2011, shall enter into force with the following wording:

“Art. 1. ......
......

II – by March 31 of each year, confirm that the information contained in the forms remains valid, except for the participants mentioned in items VII and VIII of Annex 1, who must confirm the information by the last business day of April.” (NR)

“Art. 6. REVOKED” (NR)

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 Art. 15. Items V, VI, XVI, XIX to XXVII of Annex 1 of CVM Instruction No. 510, of December 5, 2011, shall come into force with the following wording:
“V. REPEALED” (NR)
“VI. REPEALED” (NR)
“XVI. REPEALED” (NR)
“XIX. REPEALED” (NR)
“XX. REPEALED” (NR)
“XXI. REPEALED” (NR)
“XXII. REPEALED” (NR)
“XXIII. REPEALED” (NR)
“XXIV. REPEALED” (NR)
“XXV. REPEALED” (NR)
“XXVI. REPEALED” (NR)
“XXVII. REPEALED” (NR)
Art. 16. Art. 7 of CVM Instruction No. 539, of November 13, 2013, shall come into force with the following wording:
“Art. 7. ......
BRAZILIAN SECURITIES AND EXCHANGE COMMISSION
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
......
§ 2 The director referred to in item III of the main paragraph must send to the administrative bodies of the persons referred to in art. 1, by the last business day of April, a report relating to the civil year prior to the delivery date, containing:
......” (NR)
Art. 17. Art. 10 of CVM Instruction No. 542, of December 20, 2013, shall come into force with the following wording:
“Art. 10. ......
......
§ 3 The custodian must:
I – disclose, on its website, the documents necessary for the transfer referred to in § 2; and II – inform the client, within the period provided in § 2, of the non-compliance of the documentation submitted for the purpose of effecting the transfer.” (NR) Art. 18. Art. 17 and Art. 1 of Annex 5 of CVM Instruction No. 542, of December 20, 2013, shall come into force with the following wording:
“Art. 17 ......
......
II – REPEALED
BRAZILIAN SECURITIES AND EXCHANGE COMMISSION
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 ......” (NR)
“Art. 1. ......
......
IX – REPEALED
X – REPEALED” (NR)
Art. 19. Art. 21 of CVM Instruction No. 543, of December 20, 2013, shall come into force with the following wording:
“Art. 21. ......
......
IV – effect, as soon as possible and without prejudice to the necessary security, transfers, registrations and endorsements in securities accounts in the centralized deposit, provided that, when it comes to a transfer to an account of the same ownership, this must be carried out within a maximum period of 7 (seven) business days from the receipt of the client's complete documentation;
......
XVII – disclose, on its website, the documents necessary for the transfer referred to in item IV.
Sole Paragraph. The bookkeeper must inform the client, as soon as possible, of the non-compliance of the documentation delivered or, exceptionally, of any BRAZILIAN SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 need for additional documentation for the purpose of effecting the transfer referred to in item IV.” (NR) Art. 20. Art. 29 and Art. 1 of Annex 6 of CVM Instruction No. 543, of December 20, 2013, shall come into force with the following wording:
“Art. 29. ......
I – ......
a) the conclusions of the internal audit reports, referred to in § 1 of art. 30;
......
II – REPEALED
Sole Paragraph. The report referred to in item I must be available at the bookkeeper's headquarters for the CVM and for the central depositories with which the bookkeeper maintains a relationship, if applicable.” (NR)
“Art. 1. ......
......
VIII – REPEALED
IX – REPEALED” (NR)
Art. 21. Arts. 2, 25, 40, 41, 47, 59, 68, 92, 137 and 141 of CVM Instruction No. 555, of December 17, 2014, shall come into force with the following wording:
BRAZILIAN SECURITIES AND EXCHANGE COMMISSION
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
“Art. 2. ......
......
XXIII – REPEALED
......” (NR)
“Art. 25. ......
I – ......
a) of the regulation; and b) of the prospectus, if any. c) REPEALED
......
§ 1 The adhesion term must have a maximum of 5,000 (five thousand) characters, observe art. 40, § 1 and contain the identification of the 5 (five) main risk factors inherent to the fund's portfolio composition. ......” (NR)
“Art. 40. ......
......
III – performance statement, in accordance with Annex 56; BRAZILIAN SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 IV – voting policy; and V – description of applicable taxation. ......” (NR) “Art. 41. REPEALED” (NR)
“Art. 47. ......
I – result exclusively from the need to comply with legal or regulatory norms, express requirements of the CVM, of an entity administering organized markets where fund units are admitted for trading, or of a self-regulatory entity, in accordance with applicable legislation and an agreement with the CVM;
II – ......
III – involve a reduction in administration, custody or performance fees.
......” (NR)
“Art. 59. ......
......
III – REPEALED
......” (NR)
“Art. 74. The fund's financial statements whose audit report does not contain a modified opinion may be considered automatically approved if the corresponding BRAZILIAN SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 assembly is not convened due to the non-attendance of any investors.” (NR)
“Art. 92. ......
......
II – exercise, or ensure that all rights arising from the fund's assets and activities are exercised, except as provided in the fund's voting rights policy; and ......” (NR) “Art. 137. REPEALED” (NR)
“Art. 141. ......
VIII – REPEALED
......” (NR)
Art. 22. Art. 22 of CVM Instruction No. 558, of March 26, 2015, shall come into force with the following wording:
“Art. 22. The director responsible for the implementation and compliance with rules, policies, procedures, and internal controls and with this Instruction must send to the administrative bodies of the securities portfolio manager, by the last business day of April of each year, a report relating to the civil year immediately prior to the delivery date, containing:
......” (NR)
BRAZILIAN SECURITIES AND EXCHANGE COMMISSION
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 Art. 22. REPEALED Art. 22 repealed by CVM Resolution No. 21, of February 25, 2021. Art. 23. Art. 25 of CVM Instruction No. 578, of August 30, 2016, shall come into force with the following wording:
“Art. 25. ......
I – result exclusively from the need to comply with legal or regulatory norms, express requirements of the CVM, of an entity administering organized markets where fund units are admitted for trading or of a self-regulatory entity, in accordance with applicable legislation and an agreement with the CVM; ......” (NR) Art. 24. The following are repealed:
I – arts. 20 and 32 of CVM Instruction No. 51, of June 9, 1986; II – CVM Instructions No. 72, of December 26, 1986, No. 116 and 117, of May 3, 1990 and CVM Instructions No. 296 and No. 297, of December 29, 1998; III – subparagraph “c” of item I of art. 30 and item III of the sole paragraph of art. 33 of CVM Instruction No. 279, of May 14, 1998; IV – item II of art. 8, item II of the sole paragraph of art. 28, subparagraph “a” of item II of art. 43 and art. 44 of Instruction No. 359, of January 22, 2002; V – item I of Annex I of CVM Instruction No. 361, of March 5, 2002; VI – item II of art. 8 of CVM Instruction No. 414, of December 30, 2014; BRAZILIAN SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 VI – REPEALED

• Item VI repealed by CVM Resolution No. 60, of December 23, 2021.
  VII – art. 6 and items V, VI, XVI, XIX to XXVII of Annexes 1 and 2 of CVM Instruction No. 510, of December 5, 2011; VIII – item II of art. 17 and items IX and X of art. 1 of Annex 5 of CVM Instruction No. 542, of December 20, 2013; IX – item II of art. 29 and items VIII and IX of art. 1 of Annex 6 of CVM Instruction No. 543, of December 20, 2013; and X – item XXIII of art. 2, subparagraph “c” of item I of art. 25, section II of chapter V, item III of art. 59, art. 137 and item VIII of art. 141 of CVM Instruction No. 555, of December 17, 2014. Art. 25. This Instruction enters into force on the date of its publication, observing the sole paragraph of this article. Sole Paragraph. Arts. 18 and 20 and items VIII and IX of art. 24 of this Instruction enter into force on May 1, 2019. Originally signed by MARCELO BARBOSA President