Circular Letter CVM/SSE 03/2026

COMISSÃO DE VALORES MOBILIÁRIOS
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Circular Letter No. 3/2026/CVM/SSE

São Paulo, on the date of electronic signature.

To Administrators and Managers of Credit Rights Investment Funds (FIDC)

Subject: Impossibility of linking FIDC performance fees to consultant remuneration.

Dear Sir/Madam,

1. This Circular Letter aims to clarify the impossibility of allocating the performance fee charged by Credit Rights Investment Funds – FIDC, or a portion thereof, to consultants hired by the manager.

2. In this regard, pursuant to CVM Resolution No. 175 ("RCVM 175"), the performance fee constitutes remuneration linked to the result of the class or the unit holder, as applicable, and is associated with the activity of professional portfolio management, a regulated activity for which the manager requires authorization from the Agency, pursuant to CVM Resolution No. 21.

3. The hiring of a specialized consultant within the FIDC does not alter the nature of this remuneration or its allocation, given the function of the consultant hired by the FIDC, through the manager, to advise them in their management activities.

4. Although the consultant may provide consulting services related to the credit rights included in the fund's portfolio and is hired by the manager, the specialized consultant is not responsible for the investment and divestment decisions of the portfolio; therefore, their remuneration should not be linked, attached to, or be part of the performance fee due by the FIDC to the manager.

5. Additionally, Article 35 of Normative Annex II to RCVM 175 establishes that classes and subclasses of units that include a performance fee must observe the discipline conferred to the matter in Normative Annex I of RCVM 175, which expressly attributes the charging of the performance fee to the manager in its Article 28.

6. In this context, the SSE understands that the allocation, even if partial, of the performance fee to the specialized consultant is incompatible. Linking FIDC performance fees to their consultants, hired by managers, may characterize irregular portfolio management and imply the liability of the consultant, manager, or administrator of the FIDC.

7. It is emphasized that administrators and managers, within their sphere of action, must ensure that the remuneration structures adopted by the funds comply with applicable regulatory requirements, including the adequate segregation of functions among contracted service providers, as well as the transparency of information made available to investors.

8. In case of doubts, the SSE and GSEC-1 can be contacted via the emails sse@cvm.gov.br and gsec-1@cvm.gov.br.

Sincerely,

Cynthia Barião da Fonseca Braga
Securitization and Agribusiness Manager - GSEC-1

Bruno de Freitas Gomes
Securitization and Agribusiness Superintendent - SSE

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Document electronically signed by Cynthia Barião da Fonseca Braga, Manager, on 09/11/2026, at 10:50, based on Article 6 of Decree No. 8.539, of October 8, 2015.

Document electronically signed by Bruno de Freitas Gomes Condeixa Rodrigues, Superintendent, on 09/11/2026, at 12:34, based on Article 6 of Decree No. 8.539, of October 8, 2015.

The authenticity of the document can be verified on the website https://sei.cvm.gov.br/conferir_autenticidade, by providing the verification code 2687527 and the CRC code 4E8C7564.
This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 2687527 and the "CRC Code" 4E8C7564.

Reference: Process No. 19957.009383/2021-43
SEI Document No. 2687527