Circular Letter No. 7/2024/CVM/SIN

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br Circular Letter No. 7/2024/CVM/SIN Rio de Janeiro, November 12, 2024

To administrators and managers of investment funds Subject: Interpretation of provisions of CVM Resolution No. 175

Dear Sirs,

This Circular Letter aims to disseminate additional interpretations by the Superintendency of Institutional Investor Supervision ("SIN") regarding other provisions of the general part of the Resolution, as well as provisions of Annexes I, IV, and V. Thus, this Circular Letter complements previous Circular Letters from SIN.

For better organization of the subjects, the clarifications will be made through questions and answers that were consolidated from doubts received from the market, and follow as an annex to this Letter.

We also inform you that other Circular Letters will be released opportune with clarifications on doubts related to the general part and the Normative Annexes of the Resolution, and as the case may be, by the respective superintendency competent for the supervision of the categories of funds treated therein.

Sincerely,

Digitally signed by
MARCO ANTONIO VELLOSO DE SOUSA
Superintendent of Institutional Investor Supervision

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br General Part of RCVM 175

1. Prohibition of direct payment of remuneration to the allocator fund manager

Given that the exceptions provided for in art. 92, §3º, of CVM Instruction 555 were not maintained in the wording of art. 102 of CVM Resolution 175, service providers or entities allocating invested classes that are also service providers (or related parties to service providers) of the investor classes will no longer be remunerated by the invested classes, when the roles they perform in the invested and investor classes prejudice independence in decision-making or in investment suggestions of the classes. For this reason, according to item 29 of Joint Circular Letter No. 1/2023/CVM/SIN/SSE, the CVM allowed the inclusion of management and performance fees in investor classes by unilateral act of essential service providers, provided there is no increase in the total cost of the structure to unitholders, to facilitate the adaptation of these funds to the new rule. We would like to confirm whether the reallocation of fees in investment structures (with provision for management and performance fees in invested and investor classes), including in "mirror" classes, can be maintained or created after the end of the adaptation period of investment funds to CVM Resolution 175?

Answer: Yes, considering the prohibition on rebates provided for in art. 102 of CVM Resolution 175, it is regular the division of management and performance fees between invested and investor classes, including in classes considered "mirrors", after the end of the adaptation period of investment funds to CVM Resolution 175, since the remuneration of service providers of each class will be available and transparent to the respective investors in accordance with current regulations. The CVM reiterates the prohibition on establishing rebate structures in CVM Resolution 175, so that the creation of any device or structure that enables the receipt of remuneration by service providers of the invested or investor class that potentially prejudices their independence in decision-making or manifestation of investment suggestions is not permitted, even if the entities responsible for the distribution and management of the same conglomerate are distinct and/or there is segregation between such departments.

2. Adaptation of remuneration arrangements in stock funds

Considering the phasing brought by CVM Resolution 175 for the adaptation of funds, the provisions regarding the new rules for transparency and segregation of remuneration of service providers of funds entered into force on November 1, 2024, that is, from this date (i) the regulations began to contain fees (that is, fiduciary administration, management and distribution, and pension structuring) segregated; or (ii) consolidated as a global fee (in accordance with Circular Letter No. 6/2024/ and CVM/SIN No. 3/2024/CVM/SIN), in which case the description and opening of the fees of the Fund's service providers in the Remuneration Summary is mandatory, in accordance with ANBIMA Self-Regulation. Thus, can we affirm that funds (i) constituted; or (ii) adapted, in both cases before November 1, 2024, can adapt to such new transparency and fee segregation requirements until the deadline of the Fund adaptation period to CVM Resolution 175 (namely, June 30, 2025)?

Answer: Yes, funds (i) constituted; or (ii) adapted, in both cases before November 1, 2024, will have until the end of the adaptation period to CVM Resolution 175 (that is, June 30, 2025) to comply with all commands related to transparency and segregation of service provider fees, either through segregation in the regulation or through the adoption of the Global Fee concept accompanied by the respective Fee Summary. Thus, in order to better illustrate this concept, below are the possible scenarios considering the current rules of the industry's adaptation phasing to CVM Resolution 175:

• Funds adapted to RCVM 175 before November 1, 2024: can comply with all commands related to transparency and segregation of service provider fees until June 30, 2025;
• Funds constituted under RCVM 175 before November 1, 2024: can comply with all commands related to transparency and segregation of service provider fees until June 30, 2025;
• Funds constituted from November 1, 2024 onwards (therefore, under fully effective CVM 175): must fully adopt all provisions of the Resolution, including those related to the segregation and transparency of service provider fees; and
• Funds constituted before the effectiveness of RCVM 175 and, cumulatively, still not adapted: Funds that adapt from November 1, 2024, must fully adopt all provisions of CVM Resolution 175, including those related to the transparency and segregation of service provider fees at the time of their respective adaptations to RCVM 175.

3. Deadline for maintenance of remuneration arrangement

In question 1 of Joint Circular Letter CVM/SIN/SSE 02/23, it was oriented that the remuneration arrangements of service providers of investment funds intended for the general, qualified, or professional public constituted until March 31, 2024, and that provide for remuneration (rebate) to their distributor or to the allocator fund manager in accordance with the exceptions contained in art. 92 of CVM Instruction 555, as well as the possibility of the distributor being remunerated based on the performance fee in the case of funds intended for the general public, would be considered regular under the conditions already agreed until the period ending in December 2024, which at the time of issuance of such Circular Letter corresponded to the final date of the Fund Adaptation Period to CVM Resolution 175.

Since the final adaptation deadline for investment funds to CVM Resolution 175 was postponed in accordance with CVM Resolution 200, said permission for maintenance of remuneration arrangements now considers the new adaptation deadline for funds to CVM Resolution 175, namely, 06/30/2025?

Answer: Yes, these remuneration arrangements can be maintained until the end of the adaptation period for funds to CVM Resolution 175, namely, 06/30/2025.