Circular-Office No. 3/2024/CVM/SIN

SECURITY AND EXCHANGE COMMISSION OF BRAZIL
Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br Circular-Office No. 3/2024/CVM/SIN Rio de Janeiro, June 11, 2024

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

Dear Sirs,

This Circular-Office aims to disseminate additional interpretations by the Superintendence of Institutional Investor Supervision (“SIN”) regarding other provisions of the general part of the Resolution, as well as provisions of Annex I. Thus, this Circular-Office complements Circular-Office No. 2/2024/CVM/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 Circular.

We also inform you that other Circular-Offices will be disseminated opportune with clarifications on doubts related to the general part and to the Normative Annexes of the Resolution, and, as the case may be, by the respective superintendence that is competent for the supervision of the category of funds treated therein.

Sincerely,

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

SECURITY AND EXCHANGE COMMISSION OF BRAZIL
Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

1. Informational Transparency

Question 1: Circular-Office 02/2023/CVM/SIN/SSE, in item 1(b), clarified the interpretation of the competent technical areas of CVM that it is regular the possibility of disclosing (in annexes/appendices, as the case may be) the sum of the value of the consolidated fee of the essential service providers of the funds, observed the need to disclose the respective allocation of such consolidated fee on an internet page, under the conditions described therein. On the other hand, such item 1(b) also clarified that such possibility would not apply to the fee of the distributors.

Considering that:
(i) such understanding (regarding the impossibility of such treatment for the distributors' fee) may have occurred due to a legitimate concern of the regulator with the need to guarantee transparency to investors regarding the remuneration of distributors (after all, it is he who is the participant responsible for offering the product to the investor); (ii) with the new implementation schedule of CVM Resolution 175, the provisions regarding the fees of service providers will enter into force on the same date that CVM Resolution 179 will enter into force in its entirety (which deals with the transparency of remuneration of securities intermediaries, including fund distributors); and (iii) due to the application of CVM Resolution 179, the remuneration of distributors must be disclosed to their respective investors, including at the time of investment in the fund;

Answer 1: Yes, such understanding is correct. The requirements for the segregation of fees between essential service providers and distributors aim to bring greater transparency regarding the incentives received by such providers, allowing investors to have complete information for their investment decisions. Thus, it is the understanding of these technical areas that, alternatively to the segregation of fees, such information can be disclosed in the annexes or appendices, as the case may be, in a consolidated manner through the disclosure of a global fee 1, without the need to maintain a separate maximum distribution fee. To this end, the asset manager must maintain on its website a summary of the remuneration of service providers, containing the segregated fees, as per Annex I of this circular-office. Furthermore, the fund's annex or appendix must have a link to this summary to allow the investor full access to this information.

In addition, in accordance with the proposal presented by ANBIMA in Jan/24, market participants must fully adopt guidelines to be disseminated by ANBIMA regarding the Informational Transparency of Fees. These guidelines aim to standardize the disclosed information, which is fundamental for transparency to the investor to be effective, which only becomes a reality from the moment there is the possibility of comparability of information.

The adoption of the global fee will enable the maintenance of communication between the fees charged for the remuneration of the various service providers of the class and/or sub-class, so that the manager and/or administrator may receive distinct remuneration due to the different commercial agreements negotiated with the distributors.

1 Global Fee: sum of the administration and management fees, the maximum distribution fee and/or the pension structuring fee.

Therefore, essential service providers who use the prerogative described above may use the concept of the global fee to comply with the provisions of CVM Resolution 175 that deal with the disclosure of administration, management and maximum distribution fees, without the need for individualization in the annexes or appendices of each of the aforementioned fees, with all these remunerations being treated, therefore, as a single charge under the concept of global fee.

The adoption of the methodology described in this answer is understood as possible by this Superintendence (SIN) regardless of the publication of an amending norm.

Question 2: Since the answer to Question 1 above is affirmative, can we understand that this concept can also be applied to remunerations related to entities responsible for the structuring and maintenance of pension plans and life insurance (charge provided for in art. 7th A, Annex XI of CVM Resolution 175)?

Answer 2: Correct. Without prejudice to CVM Resolution 175 having classified the remuneration of entities responsible for the structuring and maintenance of pension plans and life insurance as a specific charge, it will be admitted as regular the disclosure in the fund's annex or appendix of such value in a consolidated manner in the value of the fund's "global fee", such fee, as formalized in a specific instrument between the essential service providers of the funds and the pension and life insurance entities (when not segregated in the annex or appendix), may be deducted from the management and/or administration fee, provided that the concepts and detailing in a separate section, described in the answer to question 1 above, are observed.

Question 3: Article 98 and its paragraphs, as well as Article 113 of Resolution 175 establish the need to establish a maximum administration fee and a maximum management fee, which comprise the fees of the invested funds. If the answer regarding Question 1 above is affirmative, is it correct to understand that the maximum fee can be disclosed in the annex or appendix, as the case may be, in a consolidated manner?

Answer 3: Yes, this understanding is correct, so that a global maximum fee may be disclosed.

2. Payment of performance fee to distributor in retail funds

Question 1: Is it regular the structuring of investment funds intended for the general public (retail) that provide for the payment of remuneration to the distributor based on a portion of the fund's performance fee?

Answer 1: Yes, the understanding is correct. The payment of remuneration to the distributor is regular provided that access to a tool is made available on the manager's website through which potential investors in funds intended for the general public have access at any time, but especially at the time of the investment decision, to a simulation of profitability scenarios, as per Annex II of this circular-office. The asset manager must demonstrate in a segregated manner the portions of remuneration of the distributor and the manager, based on the performance fee set forth in the annex or appendix and based on the commercial agreement entered into with the distributor. In addition, guidelines to be disseminated by ANBIMA must be fully adopted, as per the proposal

SECURITY AND EXCHANGE COMMISSION OF BRAZIL
Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br presented by ANBIMA in Nov/23 so that the level of transparency is the same for all investors in these funds. Therefore, the answer to item 36 of Circular-Office 01/2023/CVM/SIN/SSE is hereby complemented.

SECURITY AND EXCHANGE COMMISSION OF BRAZIL
Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

ANNEX I – INFORMATIONAL TRANSPARENCY

REFERENCE MONTH/YEAR
FUND:
CNPJ:
ASSET MANAGER
TRUSTEE ADMINISTRATOR

SECTION I - SUB-CLASS CHARACTERISTICS
RELATED CLASS:
CNPJ OF THE CLASS:
NAME OF THE SUB-CLASS:
SUB-CLASS CODE XXXXXXXX
GLOBAL FEE OF THE CLASS OR
SUB-CLASS
1
PERFORMANCE FEE OF THE
CLASS OR SUB-CLASS
PAYMENT PERIODICITY
OF PERFORMANCE
2 SEMESTRAL
TARGET AUDIENCE:
MINIMUM INVESTMENT: 100.00
APPLICATION SUBSCRIPTION:
REDEMPTION CONVERSION:
REDEMPTION PAYMENT
EXIT FEE:
WAITING PERIOD FOR REDEMPTION:
ALLOWS INTEGRATION AND
REDEMPTION IN ASSETS?
SEPARATION OF UNLIQUID PORTION
BARRIERS TO REDEMPTION Yes
ADMINISTRATION AND MANAGEMENT FEES WILL BE CHARGED MONTHLY AND THE PERFORMANCE FEE ACCORDING TO THE LAST CHARGING PERIOD FORESEEN IN THE BYLAWS

SECTION II - TRUSTEE ADMINISTRATION
AGREEMENT WITH THE TRUSTEE
ADMINISTRATOR
Remuneration Method* Fixed Value or Minimum
Administration Fee
(% on NAV)
CURRENT REMUNERATION RANGE
From R$ 0.01 to R$ 10,000,000.00 R$ 12,000.00
From R$ 10,000,000.01 to R$ 50,000,000.00 0.20% X From: R$ 50,000,000.01 to R$ 100,000,000.00 0.15% Above: R$ 100,000,000.01 0.10% *TOTAL VOLUME UNDER ADMINISTRATION INCLUDING ALL ADMINISTERED VEHICLES

1234 Multimercado Responsabilidade Limitada Investment Class Yes SUMMARY OF SERVICE PROVIDERS' REMUNERATION

1234 FINANCIAL INVESTMENT FUND
XXXXXXXXXX/XXXX-XX
XXXXXXXXXXXXXXXX
ESSENTIAL SERVICE PROVIDERS
YYYYYYYYYYYYYYYYY
XXXXXXXXXX/XXXX-XX

1 INCLUDES TRUSTEE ADMINISTRATION, MANAGEMENT, DISTRIBUTION AND PENSION STRUCTURING FEES (IF ANY) No Not Applicable D+2 (business days) from the conversion date

1234 Sub-class of the Multimercado Responsabilidade Limitada Investment Class Yes

2 CHARGING PERIODICITY DESCRIBED IN THE BYLAWS General Investors 20% OF WHAT EXCEEDS 100% OF CDI 2% D+1 (business days) from the request date D+3 (business days) from the request date Trustee Administration Fee THE SEGREGATION OF THE GLOBAL FEE AMONG THE FUND'S SERVICE PROVIDERS IS PERFORMED IN THE SECTIONS BELOW Remuneration Agreements Remuneration Ranges* Fixed Value or Minimum (annual) Distribution Fee (% on NAV) Performance Fee (what exceeds the benchmark) Fixed Value or Minimum Management Fee (on NAV) Performance Fee (what exceeds the benchmark) CURRENT REMUNERATION RANGE OTHER RECEIPTS RECEIVED BY THE DISTRIBUTOR PAID DIRECTLY BY THE ESSENTIALS IF APPLICABLE - COMPLEMENTARY CONDITIONS ON THE FORM OF REMUNERATION OF THE DISTRIBUTOR* From R$ 0.01 to R$ 50,000,000.00 - 0.20% 4.00% - 1.60% 16.00% From: R$ 50,000,000.01 to R$ 100,000,000.00 0.50% 6.00% 1.30% 14.00% X Above: R$ 100,000,000.01 1.00% 10.00% 0.80% 10.00%

• -
  *TOTAL VOLUME UNDER DISTRIBUTION INCLUDING ALL DISTRIBUTED VEHICLES THE FEES SHOWN IN THIS SUMMARY ARE EXPRESSED ANNUALLY WHEN THE REMUNERATION METHOD IS ON COMMITTED CAPITAL, SUBSCRIBED CAPITAL OR OTHER FORM OF APPLICATION THAT IS NOT ON % OF NAV, THIS INDICATION MUST BE IN THE COMPLEMENTARY CONDITIONS FIELD

SUBSECTION II - COMMERCIAL AGREEMENTS BETWEEN THE MANAGER AND THE SUB-CLASS DISTRIBUTORS Commercial Agreement 3 20.00% 20.00% 0.70% R$ 18,000 1.80% 0.00% 1.10% 0.00% Distribution Management Commercial Agreement 1 Commercial Agreement 2 [in this section, the names and CNPJs of the distributors eligible to offer the sub-class must be placed in alphabetical order] Commercial Agreement 4 0.00% no ranges no ranges no ranges -

SECTION III - MANAGEMENT AND DISTRIBUTION REMUNERATION
SUBSECTION I - LIST OF CONTRACTED DISTRIBUTORS 0.00% 1.80% 20.00%

SECURITY AND EXCHANGE COMMISSION OF BRAZIL
Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

ANNEX II – SCENARIO SIMULATION IN RETAIL FUNDS

Fund XYZ Perf Fee Total Fee
Profitability
Fund above the indexer
PFEE Fund
20% 2.0% Scenario Simulation 15% 3.00% what exceeds IBOV Investment 100,000.00 Remuneration of Service Providers Fees Allocation % of NAV $$ % of NAV $$ % of NAV $$ % of NAV $$ Distr A 25% 1.40% 1,400.00 0.50% 500.00 0.10% 100.00 2.0% 2,000.00 Distr B 20% 1.50% 1,500.00 0.40% 400.00 0.10% 100.00 2.0% 2,000.00 Distr C 80% 0.30% 300.00 1.60% 1,600.00 0.10% 100.00 2.0% 2,000.00 Distr D 25% 1.40% 1,400.00 0.50% 500.00 0.10% 100.00 2.0% 2,000.00 Performance Fee Allocation % of NAV $$ % of NAV $$ % of NAV $$ % of NAV $$ Distr A 5% 2.85% 2,850.00 0.15% 150.00 0.00% - 3.0% 3,000.00 Distr B 10% 2.70% 2,700.00 0.30% 300.00 0.00% - 3.0% 3,000.00 Distr C 0% 3.00% 3,000.00 0.00% - 0.00% - 3.0% 3,000.00 Distr D 20% 2.40% 2,400.00 0.60% 600.00 0.00% - 3.0% 3,000.00 Total Fee % of NAV $$ % of NAV $$ % of NAV $$ % of NAV $$ Distr A 4.25% 4,250.00 0.65% 650.00 0.10% 100.00 5.00% 5,000.00 Distr B 4.20% 4,200.00 0.70% 700.00 0.10% 100.00 5.00% 5,000.00 Distr C 3.30% 3,300.00 1.60% 1,600.00 0.10% 100.00 5.00% 5,000.00 Distr D 3.80% 3,800.00 1.10% 1,100.00 0.10% 100.00 5.00% 5,000.00 Manager Distributor Adm Total Fee Manager Distributor Adm Total Fee Manager Distributor Adm Total Fee ---