Circular Letter No. 2/2025/CVM/SMI/SIN/SSE on the Distribution of Fund Shares on Behalf and Order

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146- 2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 2/2025/CVM/SMI/SIN/SSE Rio de Janeiro, November 04, 2025. To Entities Administering Organized Over-the-Counter Markets Providers of Centralized Securities Deposit Services Fund Administrators Fund Distributors on Behalf and Order Subject: Distribution of fund shares on behalf and order. Dear Sirs,

1. CVM Resolution No. 175/2022 (“RCVM 175/22”) defined obligations for the fund distributor on behalf and order, establishing that it is incumbent upon it to maintain a supplementary register of shareholders, specific for each class and, if applicable, sub-class of shares in which subscription occurs on behalf and order, so that the ownership of the shares is registered in the name of the investors, assigned to each shareholder an investor code and such code being informed to the administrator (article 34).

2. Article 34, § 1 of RCVM 175/22 determines that it is incumbent upon the administrator or the institution contracted to carry out the share registration to register them in the shareholder register of the class and, if applicable, sub-class of shares. The identification of the owner must associate the name of the distributor on behalf and order with the investor code.

3. Article 34, § 2 of the same article, in turn, defines that distributors acting on behalf and order of clients must be authorized to provide securities registration services, an activity regulated through CVM Resolution No. 33/2021, or must arrange for the registration of shares in an organized market or their deposit in a centralized securities depository in order to
   Circular Letter 2 Joint SMI / SIN / SSE (2497696) SEI 19957.016203/2025-11 / pg. 1

allow the identification of the effective shareholder.

4. When the alternatives of centralized deposit of shares or their registration in an organized market are used, the financial market operating institutions in which the deposit or registration occurred must carry out daily reconciliation of positions with distributors on behalf and order and with fund administrators.

5. Similarly, daily reconciliation of positions must be carried out between administrators, while registrars of the funds, and distributors on behalf and order, even if the distributor itself acts as the registrar of the shares distributed on behalf and order.

6. The technical areas of the Securities and Exchange Commission consider that deposit or registration may constitute an alternative to the registration service provided by the distributor on behalf and order itself to the extent that they contribute to the assurance that the processes carried out guarantee the existence of the shares and the correct identification of the effective shareholder, an objective for which the reconciliation of positions involving all participants in the chain is a sine qua non condition.

7. In this context, central depositories and entities administering organized over-the-counter markets that accept, respectively, the deposit or registration of shares of funds distributed on behalf and order must adopt all procedures for the adequate compliance with the obligations arising from the provisions of article 34 of RCVM 175/2022, including with regard to the timely treatment of discrepancies possibly found in the reconciliation process.

8. In turn, fund administrators whose shares are distributed on behalf and order and their distributors must carry out, in compliance with the fiduciary duty imposed on them by CVM Resolution No. 175/2022, CVM Resolution No. 33/2022 and CVM Resolution No. 35/2021, daily reconciliation among themselves, when distributors act as registrars, or under the terms determined by central depositories and entities administering organized over-the-counter markets, when the shares are subject to registration or centralized deposit.

9. Finally, these technical areas understand, in line with the requirements of CVM Resolution No. 175/2022, that it is the obligation of the administrator to request from the distributor and, from the distributor, to provide to the administrator, sufficient information so that the administrator is able to meet the normative informational requirements, such as, for example, the opening by type of shareholder foreseen in the periodic reports of investment funds. In this sense, classification as "other investors" or as "investors on behalf and order" will no longer be accepted, and the classifications corresponding to the effective investors must be considered in filling out the reports.

Sincerely,

André Francisco Luiz de Alencar Passaro
Superintendent of Market Relations and Intermediaries - SMI Marco Antonio Velloso de Sousa Superintendent of Institutional Investors - SIN Circular Letter 2 Joint SMI / SIN / SSE (2497696) SEI 19957.016203/2025-11 / pg. 2

Document electronically signed by Andre Francisco Luiz de Alencar Passaro, Superintendent, on 11/05/2025, at 12:17, based on art. 6 of Decree No. 8.539, of October 8, 2015.
The authenticity of the document can be checked on the site https://sei.cvm.gov.br/conferir_autenticidade, informing the verification code 2497696 and the CRC Code B5C223FD.
This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 2497696 and the "CRC Code" B5C223FD.
Reference: Process No. 19957.016203/2025-11 SEI Document No. 2497696 Bruno de Freitas Gomes Superintendent of Securitization and Agribusiness - SSE Circular Letter 2 Joint SMI / SIN / SSE (2497696) SEI 19957.016203/2025-11 / pg. 3