Circular Letter CVM/SSE 08/25

COMMISSION OF SECURITIES AND EXCHANGE
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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 8/2025/CVM/SSE São Paulo, November 17, 2025. To the Administrators and Managers of FIDC, FIAGRO, and FII. Subject: Interpretation of provisions of Normative Annexes II, III, and VI to CVM Resolution No. 175. Dear Sir/Madam,

This Circular Letter aims to clarify the understanding of the Superintendence of Securitization and Agribusiness - SSE regarding provisions of CVM Resolution No. 175 and its Normative Annexes II, III, and VI related to Credit Rights Investment Funds - FIDC, Real Estate Investment Funds - FII, and Agribusiness Production Chain Investment Funds - FIAGRO. Questions regarding the content of this Circular Letter may be directed to the SSE via email at sse@cvm.gov.br.

I) FIAGRO - Equivalence of FIAGRO shares to FIDC shares

Article 2 of Normative Annex VI to CVM Resolution No. 175 provides for the subsidiary application of other normative annexes to the FIAGRO when its policy allows investment of more than 50% of its net asset value in assets that are also the subject of investment by another category of fund, prevailing, in case of conflict, the rules of Normative Annex VI.
Through Circular Letter No. 3/2025/CVM/SSE, this Superintendence understood that "the provisions of the other annexes to be applied are those that refer to the governance of the invested assets for the execution of the investment policy" and that "the minimum portfolio qualification requirements are not covered...".
In this context, an FIAGRO that has as its policy the possibility of investing more than 50% of its net asset value in credit rights must follow Normative Annex II, in addition to Normative Annex VI.
It is highlighted, however, that there is no guarantee that the FIAGRO, in this situation, will maintain a minimum percentage in credit rights. Thus, this SSE understands that the shares of this FIAGRO should not be equated to FIDC shares, as, in accordance with Article 44 of Normative Annex II to CVM Resolution No. 175, FIDCs must maintain, at minimum, 50% of their assets invested in credit rights.
However, if the FIAGRO Charter establishes, as a policy, a minimum investment of 50% of its assets in credit rights, these shares may be equated to FIDC shares and, also, classified under the concept of credit rights set forth in Article 2, item XII, of the aforementioned Annex.
It is understood that, in general, for the shares of an FIAGRO to be equated to shares of other fund categories, it is not enough for the FIAGRO to use the normative annex of the other category for the purpose of complying with Article 2 of Normative Annex VI, but that, in addition, its charter establishes, specifically, an investment policy with the objective of meeting the minimum qualification requirements of the other normative annex.
Regarding maximum qualification limits, it is important to note that Article 15, §§ 3 and 4, of Normative Annex VI, imposes that these "must be consistent with the limits provided for in the subsidiarily applicable Normative Annex". That is, the maximum qualification limits of the other Normative Annexes apply to FIAGROs, including limits by asset modality, by issuer, by debtor, and co-obligor.

II) FIDC - Manager's responsibility for verifying the collateral

Article 36 of Normative Annex II to CVM Resolution No. 175 provides for the manager's responsibility related to verifying the existence, integrity, and ownership of the collateral. The aforementioned article seeks to compatibilize this responsibility with the due diligence necessary to be adopted by the manager in the acquisition of the assets:

Article 36. Within the scope of due diligence related to the acquisition of credit rights, the manager must verify the existence, integrity, and ownership of the collateral of the rights and titles representing credit referred to in item "a" of item XII of Article 2.

Thus, the manager must adapt their verification procedures according to the due diligence they deem necessary and sufficient for the acquisition of the aforementioned credit rights, considering a greater or lesser degree of verification, and considering the different modalities of credit rights that can be acquired, such as receivables, overdue credits, precatórios, among others.
It is worth noting that item "b" of Article 2, XII, of Normative Annex II, which classifies securities representing credit as credit rights, is not referred to in Article 36 and, therefore, is outside the scope of the commands of this article.
In this sense, this SSE understands that the titles referred to in this item "b" refer to those that are publicly offered, that is, for example, debentures or commercial notes subject to a public offering registered with the CVM, which justifies the exclusion from the scope of the commands of Article 36.

III) FIDC aimed at professional investors and the collection agent

Article 41 of Normative Annex II to CVM Resolution No. 175 prohibits any service provider from receiving or directing the receipt of a deposit in an account that is not owned by the FIDC or a linked account. In turn, Article 52, III, of Normative Annex II to CVM Resolution No. 175 provides that the class intended for professional investors may receive financial resources originating from the liquidation of credit rights in a free-flowing account of the assignor.

Article 41. It is prohibited for any service provider to receive or direct the receipt of a deposit in a current account that is not owned by the share class or is not a linked account.
(...)
Article 52. With regard to the share class intended exclusively for professional investors, in addition to the faculties set forth in the general part of the Resolution and in this Normative Annex II, the charter may provide:
(...)
III – that the resources originating from the financial liquidation of credit rights may be received by the assignor in a free-flowing current account, for subsequent transfer to the class.

In this regard, the regulation adopts a specific exception, that is, allowing the FIDC aimed at the professional investor to receive deposits in the free-flowing current account of the assignor. This SSE understands that, in this case, the FIDC may continue to use the prerogative in the cited Article 52, III, even if the assignor accumulates the function of collection agent, as allowed by Article 32, § 2º, of Normative Annex II.

Article 32. In addition to the services provided for in Article 85 of the general part of the Resolution, the manager may hire, in the name of the fund, the following service providers:
I – specialized consulting; and
II – collection agent.

§ 1º Without prejudice to the possibility of hiring other types of service providers for the function, the hiring of specialized consulting may encompass its performance as a collection agent.

§ 2º The assignor of the credit rights may be hired by the manager, in the name of the fund, exclusively as a collection agent for overdue and unpaid credits.

However, the specific exception of Article 52, III, of Normative Annex II authorizes only the receipt by the assignor and does not extend to other service providers or collection agents hired by the manager. It is considered, thus, for example, that the receipt of resources by the specialized consulting is prohibited, even when it acts as a collection agent based on Article 32, § 1º, of the same Normative Annex, unless it figures in the position of assignor.

IV) FIDC - Receipt of guarantees

Article 43 of Normative Annex II to CVM Resolution No. 175 admits that the FIDC may receive other assets, in addition to the eligible ones, for example, when executing, judicially or extrajudicially, the ancillary guarantees to the invested credit rights:

Article 43. It is prohibited for the administrator and the manager, within their respective spheres of action, to accept that the guarantees in favor of the class are formalized in the name of third parties who do not represent the fund, except for the possibility of formalizing guarantees in favor of the administrator, manager, or third parties who represent the fund as the holder of the guarantee, who must take due diligence to segregate them adequately from their own assets.
Sole Paragraph. The prohibition referred to in the caput is inapplicable in the scope of securities issuances, in which the guarantee is constituted for the benefit of the communion of investors, who are represented by a guarantee agent.

In this sense, despite admitting the extraordinary receipt of guarantees, they may not qualify as credit rights under Article 2, XII, of Normative Annex II, such as real estate, among others. Upon receiving these guarantees, for the purposes of Normative Annex II, the FIDC may become disqualified with respect to the minimum limit it must maintain in credit rights, that is, 50% of its net asset value, and the disqualification by receiving guarantees may be treated as a passive disqualification, which subjects the manager to the provisions of Article 90 of the General Part of CVM Resolution No. 175.
In accordance with the aforementioned provision, this SSE considers that the manager, within the scope of their duty of diligence, must prepare a plan for the alienation of the guarantee and requalification of the class, always seeking the best interest of the class.
It is highlighted that the operational dynamics of CVM Resolution No. 175 is independent of the tax treatment attributed to the FIDC. CMN Resolution No. 5.111 admits another qualification limit and, furthermore, considers the possibility that the receipt of certain guarantees may not disqualify the portfolio.
However, this SSE understands that these are parallel and distinct situations, that is, the treatment and control for tax purposes may be different and not necessarily coincide with the controls imposed by CVM Resolution No. 175, which has an operational focus distinct from the focus of the tax norm.

V) FII - Investment in FIDC shares

Article 40 of Normative Annex III to CVM Resolution No. 175 lists the roll of eligible assets to compose the portfolio of the FII, so that it can invest in real estate developments and comply with the object established in Article 1 of Law No. 8.668, of July 25, 1993.
In this sense, the aforementioned Article 40 does not authorize the direct investment of the FII in real estate credits/receivables. However, this SSE considers that such investment is possible, indirectly, through, for example, the acquisition of Real Estate Receivable Certificates - CRI, or, still, FIDC shares.
Regarding the possibility of investment in FIDC shares, Article 40, item VII, of Normative Annex III, limits that the invested FIDC has as its policy to apply exclusively in the activities permitted to FIIs. In these terms, this SSE considers that the activity permitted to the FII is circumscribed to the application in real estate developments, as defined by Law.
That is, the FIDC invested by the FII may acquire the credit rights respecting the roll of Article 2, XII, of Normative Annex II, provided they are considered real estate, in addition to respecting all the remaining requirements of Normative Annex II. Thus, indirectly, via the acquisition of FIDC shares, the FII can maintain investment in real estate credits/receivables.

VI) FIDC - Investment in shares of other FIDCs of the same manager

In accordance with Article 2, item XII, item "d", of Normative Annex II to CVM Resolution No. 175, FIDC shares are considered credit rights, by equivalence. In this sense, FIDC shares, invested by another FIDC, are classified in the roll of credit rights and compose the minimum qualification limit of 50% or 67% of the portfolio.
FIDC shares are credit rights by equivalence and, thus, this SSE understands that not all provisions of Normative Annex II regarding credit rights are suitable for FIDC shares.
Notably, the registration requirement provided for in Article 37 of the Normative Annex stands out, which, in the understanding of this SSE, does not necessarily apply to FIDC shares, in harmony with the dynamics established for investment in shares by Financial Investment Funds, in accordance with Article 39, § 2º, of Normative Annex I to CVM Resolution No. 175.
Another aspect refers to the provision in Article 42 of Normative Annex II to CVM Resolution No. 175, which prohibits the FIDC from acquiring credit rights originated or assigned by the administrator, manager, specialized consulting, or parties related to them, it being certain that, in accordance with § 1º of the same article, the FIDC Charter that is not intended for general investors may waive such prohibition if: (i) the manager, the registering entity, and the custodian of the credit rights are not related parties to each other; and (ii) the registering entity and the custodian are not related parties to the originator or assignor.
Under a literal interpretation, it could be considered that the FIDC would be prohibited from acquiring shares of other FIDCs that have a common manager or administrator.
However, this SSE considers that this prohibition does not reach the shares of the invested FIDCs. The application of this provision presupposes that the acquired asset has been effectively "originated or assigned" by the administrator or manager, which is not compatible with investment in FIDC shares, which are vehicles for indirect investment in credit rights.
Thus, the prohibition must be applied to credit rights acquired directly or indirectly, except for FIDC shares, which are equated to credit rights but are not subject to the prohibition of Article 42.

VII) FIAGRO - Registration of invested credit rights

Article 27, III, "b", of Normative Annex VI to CVM Resolution No. 175 provides that the administrator must hire, in the name of the FIAGRO, the service of registration of credit rights in a registering entity authorized by the Central Bank of Brazil. Article 39, I, of the same Normative Annex, provides that the FIAGRO intended exclusively for professional investors is exempt from hiring the services of registration and custody of credit rights, in addition to the exemptions of Article 114 of the General Part of CVM Resolution No. 175.
However, this SSE understands that the FIAGRO that, in accordance with Article 2 of Normative Annex VI, comes to use Normative Annex II must hire the services of registration of credit rights or custody, using all the operational and normative dynamics provided for the governance of FIDC assets, given that Normative Annex II, in this aspect, overrides the provisions of Normative Annex VI.
Therefore, considering that Normative Annex II does not exempt the hiring of a registrar or custodian, the FIAGRO that uses this Normative Annex cannot benefit from the exemption provided for in Article 39, I, of Normative Annex VI. This SSE understands that the exemption applies if the FIAGRO does not have an investment policy that allows acquiring more than 50% of its net asset value in credit rights.

VIII) FIAGRO - Investment in companies

As per Article 29 of Normative Annex VI to CVM Resolution No. 175, it is up to the manager to observe the provisions of Article 26 of Normative Annex IV regarding the portion of the FIAGRO portfolio composed of corporate participations in closed companies and limited liability companies, especially regarding the provision in item III of this Article 26, that is, regarding the need to maintain effective influence in the definition of the strategic policy and in the management of the invested company.
This provision applies to any modality of FIAGRO, even when it is not obliged to follow Normative Annex IV. In this aspect, it is thus worth noting that, even if the FIAGRO comes to adopt only Normative Annex VI or another Normative Annex distinct from IV, it must follow Article 26 of IV in its entirety, regardless of the objective of the corporate participation in closed companies or limited liability companies.

IX) FIAGRO - Resignation of the administrator

Article 28 of Normative Annex VI to CVM Resolution No. 175 establishes that if the share class has investment in rural real estate, in the event of resignation, the administrator is obliged to remain in the exercise of its functions at minimum until the registration, in the competent records, of the minutes of the unitholders' assembly that elects its substitute and successor in the fiduciary property of the property.
This Superintendence considers that the compliance with the provision becomes relevant, as the resignation implies the will of the administrator to discontinue the provision of services and, thus, the new administrator will have reasonable limitations to administer the FIAGRO with the fiduciary property of the property registered in the name of the former administrator.
Even if there may be difficulties in changing the registration, the administrator who resigned will no longer have powers and responsibilities over the FIAGRO from the date of resignation and, thus, should not remain in the records of the rural property after its substitution. This SSE understands that the risk for unitholders in transferring the FIAGRO to the new administrator and maintaining the property records with the former administrator is significantly greater than maintaining the FIAGRO under the administration of the resignant until the registration change is effective.
Therefore, this SSE reinforces the relevance of complying with Article 28 of Normative Annex VI and that its non-compliance represents a serious violation of the FIAGRO norm, in accordance with Article 40 of the same Normative Annex VI.

Sincerely,

Bruno de Freitas Gomes
Superintendent of Securitization and Agribusiness - SSE

Document electronically signed by Bruno de Freitas Gomes Condeixa Rodrigues, Superintendent, on 11/17/2025, at 11:09, based on Article 6 of Decree No. 8.539, of October 8 2015.
The authenticity of the document can be verified on the site https://sei.cvm.gov.br/conferir_autenticidade, informing the verification code 2440273 and the CRC code 3151357F.
This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 2440273 and the "CRC Code" 3151357F.
Reference: Process No. 19957.009383/2021-43 SEI Document No. 2440273

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