CVM Resolution No. 16 of February 9, 2021

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (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 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 16, OF FEBRUARY 9, 2021

Regulates the activity of autonomous investment agents and revokes CVM Instruction No. 497, of June 3, 2011, CVM Instruction No. 515, of December 29, 2011, and CVM Instruction No. 610, of August 5, 2019.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes it known that the Collegiate Board, in a meeting held on this date, in view of the provisions of Art. 8, item I, and 16, items I and III, of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:

CHAPTER I – SCOPE AND PURPOSE

Art. 1 This Resolution regulates the activity of autonomous investment agent.

§ 1 An autonomous investment agent is a natural person registered in the manner of this Resolution to perform, under the responsibility and as an agent of an institution that is part of the securities distribution system, the activities of:
I – prospecting and client acquisition;
II – reception and registration of orders and transmission of these orders to the appropriate trading or registration systems, in accordance with current regulations; and III – provision of information about the products offered and about the services provided by the institution that is part of the securities distribution system for which they have been contracted.

§ 2 The provision of information referred to in item III includes support and guidance activities inherent to the commercial relationship with clients, observing the provisions of Art. 15.

Art. 2 Autonomous investment agents may exercise their activities through a corporation or individual firm constituted exclusively for this purpose, observing the requirements of this Resolution.

§ 1 The constitution of a legal entity, in the manner of the main text, does not elude the obligations and responsibilities established in this Resolution for the autonomous investment agents who integrate it, nor for the members of the securities distribution system that have contracted it.

§ 2 The corporation constituted in the manner of the main text shall be registered with the CVM, in the manner of Art. 4.

Art. 3 The activity of autonomous investment agent may only be exercised by the natural person registered in the manner of this Resolution who:
I – maintains a written contract with an institution that is part of the securities distribution system for the provision of the services related in § 1 of Art. 1; or II – is a partner of a legal entity, constituted in the manner of Art. 2, that maintains a written contract with an institution that is part of the securities distribution system for the provision of the services related in § 1 of Art. 1.

CHAPTER II – ACCREDITATION AND REGISTRATION

Section I – General Rules

Art. 4 The registration for the exercise of the activity of autonomous investment agent will be automatically granted by the CVM to the natural person and the legal entity accredited in the manner of this Resolution.

Sole paragraph. The registration of the autonomous investment agent and of the legal entity constituted in the manner of Art. 2 is proven by the inscription of their name in the list of autonomous investment agents contained on the CVM website.

Art. 5 Accreditation is mandatory:
I - for autonomous investment agents; and
II - for legal entities constituted in the manner of Art. 2.

Art. 6 The accreditation of autonomous investment agents and of the legal entities constituted by them in the manner of Art. 2 is done by accrediting entities authorized by the CVM, in the manner of Arts. 7 and 8 of this Resolution.

Art. 7 Accreditation must be granted by the accrediting entity to the autonomous investment agent who meets the following minimum requirements:
I – have completed high school in the country or equivalent abroad; II – have been approved in technical and ethical qualification exams defined by the CVM; III – not be disqualified or suspended from holding positions in financial institutions and other entities authorized to operate by the CVM, by the Central Bank of Brazil, by the Private Insurance Superintendence – SUSEP or by the National Superintendence of Complementary Pension – PREVIC; IV – not have been convicted of bankruptcy crime, malfeasance, bribery, extortion, embezzlement, money “laundering” or concealment of assets, rights and values, against the popular economy, the economic order, consumer relations, public faith or public property, the national financial system, or of a criminal penalty that prohibits, even temporarily, access to public positions, by a final and unappealable decision, except in the case of rehabilitation; and V – not be prevented from administering their assets or disposing of them due to a judicial decision.

Sole paragraph. It is up to the CVM to approve in advance the program of exams to be used for certification, as well as their periodicity, and any other criteria or procedures for the accreditation of autonomous investment agents.

Art. 8 The accrediting entity must grant accreditation to the legal entities constituted in accordance with Art. 2 that:
I – have their headquarters in the country;
II – are constituted as simple societies, adopting any of the forms permitted for such, in accordance with current legislation; and III – have, as their exclusive corporate object, the exercise of the activity of autonomous investment agent, with participation in other societies being prohibited.

§ 1 The name of the legal entity referred to in the main text, as well as any trade names used, must contain the expression “Autonomous Investment Agent”, with the use of abbreviations and words or expressions that induce the investor to error regarding the object of the society being prohibited.

§ 2 The legal entity must have as partners only natural persons who are autonomous investment agents, to whom the exercise of the activities referred to in items I to III of § 1 of Art. 1 will be attributed exclusively.

§ 3 Without prejudice to the responsibilities arising from their individual conduct, all partners are responsible, before the CVM, before the accrediting entity and before the competent self-regulatory entities, for the activities of the society.

§ 4 The same autonomous investment agent cannot be a partner of more than one legal entity constituted in the manner of the main text.

Section II – Rejection of Accreditation Request

Art. 9 The decision to reject an accreditation request must be communicated to the applicant, clarifying the reasons why the accrediting entity believes that the requirements of Arts. 7 and 8 were not met.

§ 1 From the decision to reject the accreditation request, an appeal may be filed with the CVM, within a period of up to 10 (ten) business days, counted from its knowledge by the applicant.

§ 2 The appeal referred to in § 1 must be analyzed by the Superintendence of Market and Intermediary Relations – SMI within a period of up to 10 (ten) business days, counted from its receipt.

Section III – Suspension of Accreditation

Art. 10. The accrediting entity must suspend the accreditation, upon request of the autonomous investment agent, provided that the applicant proves not to be active, in the manner provided in the regulation mentioned in item I of Art. 25.

§ 1 The suspension of accreditation must be communicated to the CVM by the accrediting entity and implies the automatic suspension of the registration of the autonomous investment agent.

§ 2 The suspension will be valid for 1 (one) year from its approval, and may be reversed at any time upon request of the autonomous investment agent.

§ 3 The suspension will only be granted if at least 3 (three) years have elapsed from the date of granting the accreditation of the autonomous investment agent or from the end of their last suspension request.

Section IV – Cancellation of Accreditation

Art. 11. The accrediting entity must cancel the accreditation of the autonomous investment agent in the cases of:
I – request made by the autonomous investment agent themselves; II – identification of flaws or failures in the accreditation process; III – loss of any of the conditions necessary for accreditation; IV – non-compliance with the conditions established in the continuing education program provided for in item II of Art. 25; and V – application, by the CVM, of the penalties provided for in items III to VIII of Art. 11 of Law No. 6.385, of 1976.

Subsection I – Cancellation of Accreditation upon Request

Art. 12. The cancellation of accreditation upon request depends on proof, by the autonomous investment agent, that they are not active, in the manner provided in the regulation referred to in item I of Art. 25.

Sole paragraph. The cancellation of accreditation upon request must be communicated to the CVM for the purpose of automatic cancellation of the registration of the autonomous investment agent.

Subsection II – Cancellation of Accreditation by the Accrediting Entity

Art. 13. If the situations described in items II and III of Art. 11 are identified, the accrediting entity must request prior manifestation from the autonomous investment agent, within a period of 10 (ten) business days, before deciding on cancellation.

Art. 14. The decision to cancel accreditation by the accrediting entity must be communicated immediately to the autonomous investment agent, and the accrediting entity must clarify the reasons that supported its decision.

§ 1 The autonomous investment agent with accreditation cancelled in the manner of the main text may, within a period of 10 (ten) business days, present a request for reconsideration to the accrediting entity.

§ 2 If there is no reconsideration of the decision, the accrediting entity must send the petition to the SMI, as an appeal with suspensive effect, so that, within a period of 10 (ten) business days, the cancellation is confirmed or not.

CHAPTER III – CONDUCT RULES

Section I – General Rules

Art. 15. The autonomous investment agent must act with probity, good faith and professional ethics, employing in the exercise of the activity all the care and diligence expected of a professional in their position, with regard to clients and to the institution that is part of the securities distribution system for which they have been contracted.

Sole paragraph. The autonomous investment agent must:
I – observe the provisions of this Resolution, other applicable norms and the rules and procedures established by the institution that is part of the securities distribution system for which they have been contracted; and II – ensure the confidentiality of confidential information to which they have access in the exercise of the function.

Art. 16. The materials used by the autonomous investment agent in the exercise of the activities provided for in this Resolution must:
I – be in consonance with the provisions of Art. 15 of this Resolution; II – be previously and expressly approved by the institution that is part of the distribution system for which the autonomous investment agent has been contracted; III – make express reference to such institution, as the contracting party, identifying the agent as contracted, and present the contact data of the institution’s ombudsman; and IV – in the case of legal entities constituted in accordance with Art. 2, identify each of the autonomous agents integrated into it.

§ 1 The following are prohibited:
I – the adoption of logos or distinctive signs of the autonomous investment agent themselves or of the legal entity of which they are a partner, without the identification of the institution that is part of the securities distribution system for which they have been contracted, with at least equal prominence; and II – the reference to the relationship with the institution that is part of the securities distribution system through expressions that make it difficult to understand the nature of the existing link, such as “partner”, “associated” or “affiliated”.

§ 2 The provisions of this article also apply to:
I – booklets and any other material used in courses and lectures given by the autonomous investment agent or promoted by the legal entity of which they are a partner; and II – websites.

§ 3 The provisions of item II of the main text do not apply to autonomous agents who exclusively distribute investment fund shares for qualified investors, observing, in any case, the obligations of the fund administrator provided for in specific regulation issued by the CVM that deals with investment funds regarding disclosure material and regarding the duty to inform of changes occurred in the fund, especially if resulting from the alteration of its bylaws.

Art. 17. The activity of providing information by the autonomous investment agent must be subject to the same rules established for other professionals who work in the institution that is part of the securities distribution system for which they have been contracted.

Section II – Prohibitions

Art. 18. It is prohibited for the autonomous investment agent or for the legal entity constituted in the manner of Art. 2:
I – maintain a contract for the provision of the services related in § 1 of Art. 1 with more than one institution that is part of the securities distribution system; II – receive from clients or in the name of clients, or deliver to them, for any reason and even as remuneration for the provision of any services, cash, securities or other assets; III – be attorney or representative of clients before institutions that are part of the securities distribution system, for any purpose; IV – contract with clients or perform, even free of charge, portfolio administration services, consulting or analysis of securities; V – act as an agent of an institution that is part of the securities distribution system with which they do not have a contract for the provision of the services related in § 1 of Art. 1; VI – delegate to third parties, totally or partially, the execution of the services that constitute the object of the contract celebrated with the institution that is part of the securities distribution system for which they have been contracted; VII – use passwords or electronic signatures exclusively for the client’s use for the transmission of orders through an electronic system; and VIII – prepare and send to clients statements containing information about the operations carried out or open positions.

§ 1 To exercise the activities of portfolio administration, consulting or analysis of securities, the autonomous investment agent who is registered by the CVM for the exercise of those activities in the manner of current regulations must request the cancellation of their accreditation as an autonomous investment agent with the accrediting entity.

§ 2 The provisions of item I do not apply to the activity of distributing investment fund shares by autonomous investment agents.

§ 3 In the case of the previous paragraph, each of the institutions that is part of the distribution system that has contracted the agent must adopt the necessary measures to ensure compliance with the provisions of items I and II of Art. 22.

§ 4 The autonomous investment agent who maintains a contract with an intermediary through a legal entity in the manner of Art. 2 cannot be contracted directly by another intermediary.

CHAPTER IV – OBLIGATIONS AND RESPONSIBILITIES OF INTERMEDIARIES

Art. 19. It is incumbent upon the institution that is part of the distribution system to verify the regularity of the registration of the autonomous investment agents hired by it and to formalize, through a written contract, its relationship with such autonomous investment agents.

§ 1 The institution that is part of the securities distribution system must maintain, while the contract referred to in the main text is in force, for a minimum period of 5 (five) years counted from its termination, or for a longer period by express determination of the CVM or accrediting entity, in case of administrative process, all records, documents and communications, internal and external, including electronic, related to the hiring and provision of services of each autonomous agent hired by it.

§ 2 The maintenance of the documents referred to in this article is subject to the provisions of Art. 27.

Art. 20. The institution that is part of the securities distribution system is liable, before clients and before any third parties, for the acts practiced by an autonomous investment agent hired by it.

Art. 21. The institution that is part of the securities distribution system that hires an autonomous investment agent must keep updated, on its own website and on the CVM website, the list of autonomous investment agents hired by it.

§ 1 The list referred to in the main text must be updated within a period of 5 (five) business days, counted from the corresponding hiring, contract alteration or termination.

§ 2 In case of hiring of a legal entity, all its partners must be inscribed in the list referred to in the main text.

Art. 22. The institution that is part of the distribution system must:
I – extend to the autonomous investment agents hired by it, directly or through a legal entity, in the manner of Art. 2, the application of the rules, procedures and internal controls adopted by it; II – supervise the activities of the autonomous investment agents who act in its name in order to guarantee compliance with the provisions of this Resolution and the rules and procedures established in accordance with item I; III – communicate to the CVM and to the competent self-regulatory entities as soon as it has knowledge, conduct of the autonomous investment agents hired by it that may indicate a violation of the norms issued by the CVM; IV – communicate to the competent self-regulatory entities as soon as it has knowledge, conduct of the autonomous investment agents hired by it that may indicate a violation of norms or regulations issued by them; V – disclose the set of rules resulting from item I, as well as its updates, on its website; and VI – appoint a director responsible for the implementation and compliance of items I to V, as well as identify them and provide their contact data on its website.

§ 1 The supervision mechanisms referred to in item II include, at minimum:
I – the monitoring of client operations, including the making of periodic contacts; II – the monitoring of operations owned by the autonomous investment agents themselves, to whom the same rules and procedures applicable to affiliated persons must be applied, in accordance with current regulations; and III – the verification of system data that allows identifying the origin of orders issued through electronic means, signs of irregular use of access forms and irregular administration of client portfolios.

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (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 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 16, OF FEBRUARY 9, 2021

§ 2º Without prejudice to the provisions of § 1º, when registering clients presented by independent investment agents, the institution that is part of the system must communicate to the clients the regime of operation of the independent investment agents, their limits and prohibitions.

§ 3º The communication referred to in § 2º must be carried out through a specific document, and the institution must take all necessary measures to certify its receipt by the client and the understanding of its content.

§ 4º The rules, procedures and controls resulting from item I of the caput must provide for the forms of identification and administration of conflict of interest situations.

Art. 23. It is incumbent upon the institution that is part of the distribution system to pay periodic counter-prestations resulting from the accreditation of the independent investment agent, and the transfer of the burden to the independent investment agent contracted by it is prohibited.

CHAPTER V – ACCREDITING ENTITIES

Art. 24. The CVM may authorize the accreditation of independent investment agents by accrediting entities that prove to have adequate structure and technical capacity to comply with the obligations provided for in this Resolution.

Art. 25. The accrediting entities must:
I – draft regulations containing the procedures to be observed in the request for granting, suspension or cancellation of accreditation of independent investment agents; II - establish a continuing education program, with the objective that the independent investment agents accredited by them update and improve their technical capacity periodically; III – keep in archive, in accordance with art. 27, all documents and records, including electronic ones, that prove compliance with the requirements contained in this Resolution; IV – keep updated the registry of all independent investment agents accredited by them; and V – publish on their website and on the CVM website on the worldwide web:
a) list of independent investment agents accredited by them, identifying the legal entities constituted in the manner of art. 2º of which they are partners, if applicable;

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (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 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 16, OF FEBRUARY 9, 2021

b) list of legal entities constituted in the manner of art. 2º, identifying each of the agents who are partners thereof; and c) identify the institution that is part of the distribution system with which the independent investment agents and legal entities maintain a contract for the provision of services related to in § 1º of art. 1º.

Sole Paragraph. It is incumbent upon the CVM to approve in advance:
I – the regulation mentioned in item I of the caput; and II – the continuing education program.

Art. 26. The accrediting entities, through their responsible director, must send to the CVM:
I – within 5 (five) business days, the registration data of the independent investment agents and of the legal entities constituted in the manner of art. 2º that:
a) obtained their accreditation; b) had their accreditation suspended or cancelled at their request, in accordance with arts. 10 or 12; and c) had their accreditation cancelled in the cases of items II and III of art. 11, without the filing of a request for reconsideration by the independent investment agent; II – immediately after becoming aware, information about indications of the occurrence of serious infractions to the norms of this Resolution, in the manner of art. 28; III – by January 31 of each year, an accountability report of the activities carried out by the accrediting entity to comply with the obligations established in this Resolution, indicating the main persons responsible for each of them; and IV – whenever requested, any documents and information related to their activities.

CHAPTER VI – MAINTENANCE OF RECORDS

Art. 27. The institutions that are part of the distribution system and the accrediting entities must maintain, for a minimum period of 5 (five) years, or for a longer period by express determination of the CVM, all documents and information required by this Resolution.

§ 1º Digitized images are admitted in substitution for original documents, provided that the process is carried out in accordance with federal legislation on the preparation and archiving of public and private documents in electromagnetic media, and with federal regulation that establishes the technique and requirements for the digitization of these documents.

§ 2º The source document may be discarded after its digitization, except if it presents material damage that impairs its legibility.

CHAPTER VII - PENALTIES

Art. 28. It constitutes a serious infraction, for the purposes of the provisions of § 3º of art. 11 of Law No. 6.385, of 1976:
I – the exercise of the activity of independent investment agent in disagreement with the provisions of arts. 3º, 15 and 16 of this Resolution; II – the obtaining of accreditation of an independent investment agent or of the legal entity constituted in the manner of art. 2º based on false declarations or documents; and III – the non-observance of the prohibitions established in art. 18 of this Resolution.

CHAPTER VIII - FINAL PROVISIONS

Art. 29. From the entry into force of this Resolution, CVM Instruction No. 497, of June 3, 2011, CVM Instruction No. 515, of December 29, 2011, and CVM Instruction No. 610, of August 5, 2019, are repealed.

Art. 30. This Resolution enters into force on March 1, 2021.

Signed electronically by
MARCELO BARBOSA
President