Internal Office No. 10/2025/CVM/SDM/GDN-1: Resolution CVM 210 Requests

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br Internal Office No. 10/2025/CVM/SDM/GDN-1 Rio de Janeiro, May 21, 2025. To the Board of Directors, Subject: Resolution CVM No. 210/24 – Requests for amendment, exemption, and clarification. Dear Directors,

1. This concerns matters related to Resolution CVM No. 210, of August 26, 2024 (“Resolution CVM 210”), which governs the portability of investments in securities (“portability”), in light of requests received both directly from regulated entities[1] and from associations representing regulated entities[2].

2. The entry into force of the regulation is scheduled for July 1, 2025, and the market is in the process of adapting rules, procedures, and systems to ensure compliance with the new regulation applicable to portability.

3. Throughout the adaptation process, representative entities and regulated entities have submitted requests for clarification, exemption, and regulatory amendment, which, after alignment between SDM, SMI, and SIN, are reported below.

a) Exemption from the digital interface for portability requests

4. Article 6 of Resolution CVM 210 establishes that custodians, intermediaries, and central depositories must make available a digital interface for requesting portability (“digital interface”), and lists the minimum functionalities that the digital interface must offer. This is one of the pillars of the new regulation applicable to portability, as it improves the investor experience in the process of requesting and tracking the progress of the effective execution of portability, and minimizes the risk of irregular or fraudulent requests.

5. Among the requests presented, the request for exemption from the duty to make available the digital interface by custodians that provide services to non-resident investors (“NRI”) or professional investors[3] was evaluated. The basis of the request stems, in summary, from arguments that such entities do not provide custody services together with the service of intermediation of operations in securities in organized markets, as is common with entities that serve natural person investors or legal entity investors not classified as professional investors.

6. The petitioners inform that, in practice, such service is called “qualified custody”, even though the regulation issued by the CVM applicable to securities custodians does not foresee the mentioned denomination nor contains specific rules for these cases.

7. Regardless of the common denomination, there is indeed the provision of custody service unlinked from the intermediation service. In certain cases, the custody service is provided only to entities of the same economic group, without serving external clients. There are also cases of local custodians that only operationalize commands issued by global custodians contracted by NRIs.

8. It is alleged that, in all cases of “qualified custody”, the compliance costs resulting from the development, availability, and maintenance of digital interfaces would be disproportionate to the benefits provided. It is postulated that any portability requests from professional investors and NRIs could be received by custodians through alternative means, without the need for a digital interface developed for portability, since such clients relate to their custody service providers in a manner distinct from that with investors without these characteristics.

9. The exceptional nature of the situation of these custody service providers was identified during the research and interviews conducted for the preparation of the study on custody transfers, conducted using the Regulatory Impact Analysis methodology, published in June 2022. At that time, the need to create exceptions for the portability of institutional investors was identified, given that it presents peculiarities when compared to portability requested by natural person investors. The detailing of this need for special treatment is materializing in the wake of the process of adapting rules, procedures, and systems of regulated entities for the entry into force of the regulation.

10. After alignment between SDM and SMI, the request for exemption from the duty to make available the digital interface in the cases in question[4] was considered meritorious. The preferred path, in SDM's view, would be to amend the text of Resolution CVM 210 to incorporate the hypothesis of exemption from the digital interface, so that SMI is not burdened with the analysis and granting of several similar requests for exemption.

11. From the report contained in the formulated requests, however, it is perceived that even in the cases of entities dedicated to serving professional investors and NRIs, there may be a contingent of investors who do not fit into these categories, as occurs in the cases of related persons, or natural person clients who only become clients of the custodian as a result of operations articulated by entities of the same economic group of the custodian.

12. In light of this possibility, the proposed approach is the creation of a) an objective criterion in the format of a cut-off line, and b) the attribution of powers to SMI to grant exemptions in specific cases.

13. After alignment with SMI, it is suggested that custodians with fewer than 200 (two hundred) natural person clients be eligible for exemption from the digital interface. Applying this cut-off line to the universe of registered securities custodians at the CVM on the date of preparation of this internal office, approximately two-thirds of the custodians would be eligible for automatic exemption from the digital interface, evidencing that the measure would represent a reduction in regulatory burden for a considerable contingent of service providers. It is estimated that the approach would impact fewer than 2,000 (two thousand) natural person clients.

14. The other duties provided for in Resolution CVM 210, such as conduct rules and procedures for portability, remain fully applicable to all custodians.

b) Extension of the entry into force date of Resolution CVM 210

15. ANBIMA presented two requests[5] for extension of the validity of certain provisions of Resolution CVM 210, scheduled to enter into force on July 1, 2025.

16. The first request refers to the portability request to the destination entity. The association requests the extension of the possibility of requesting portability at the destination by 6 (six) months, to January 1, 2026. It alleges that the entities involved in the portability process have not yet developed systems, operational flows, and communication standards intended to timely comply with the duties established by Resolution CVM 210, notably the duty of the origin entity to validate portability requests initiated at the destination entity.

17. The second request refers to the need for additional time for the development of systems and operational flows to process the portability of investments in fund shares. For this purpose, they request the extension of the entry into force of the rules applicable to the portability of fund shares by 3 (three) months, to October 1, 2025.

18. ANCORD also presented a request for extension of the entry into force of Resolution CVM 210[6]. It proposes the adoption of a phased schedule, so that the provisions related to portability requested at the origin entity enter into force on January 2, 2026, and that the rules related to portability requested at the destination entity be implemented from July 1, 2026.

19. Regarding the requests from ANBIMA and ANCORD, SDM considers that the extension of the entry into force of specific aspects of Resolution 210 would entail the need to create transition rules to deal with all cases where the regulation refers to requests at the destination or to the portability of shares. Additionally, it would cause the entry into force of the regulation on different dates, making implementation difficult for regulated entities and burdening supervision by the CVM. It is estimated that the impacts on flows, deadlines, and responsibilities would not be negligible if the requests for phased entry into force were accepted.

20. In this sense, SDM evaluates that the requests from ANBIMA and ANCORD should not be met as proposed. This superintendency recommends that the entry into force of Resolution CVM 210 be fully extended by 6 (six) months, to January 2, 2026 – but without the possibility of additional extensions – in attention to signals from the market regarding the need for more time to adapt systems, operational flows, and communication standards.

21. The longer deadline proposed by ANCORD, July 1, 2026, does not align with the importance attributed by the CVM and the market to the portability regulation, whose expected beneficial effects should materialize as soon as possible. Additionally, the original adaptation period to the regulation plus the additional period suggested totals about 16 months, being considered sufficiently long for the adaptation of the entities to whom the regulation is addressed.

c) Partial portability

c.1) Clarifications on the concept of partial portability

22. ANBIMA seeks validation of the meaning it attributes to partial portability in Resolution CVM 210. The association understands that partial portability is characterized by the transfer of part of the securities that make up the investor's investment portfolio, and that it does not comprise the transfer of part of the positions held in the same investment product. It alleges that the partial transfer of positions would imply great operational and tax complexity for the effective execution of portability.

23. SDM considers that partial portability should cover all cases where part of the securities held by the investor is transferred, regardless of whether the transferred portion corresponds to securities that represent the total of one or more groups of values, or that represent only part of the securities belonging to the same group.

24. As a general rule, the investor should not be prevented from transferring part of the total invested in a certain security. In the case of investments subject to the central deposit regime, the investor area of the B3 central depository already allows the request for partial portability in this sense, that is, it allows the request for portability of parts of the securities belonging to the same group.

25. In this way, SDM recommends regulatory amendment to introduce definitions of “partial portability” and “group of securities” in Resolution CVM 210.

26. This, however, does not mean an obligation to execute partial portability of securities in all cases, as described below.

c.2) Partial portability of fund shares

27. ANBIMA considers that the tax regime applicable to investment funds is a factor that requires the simplification of the portability process for shares, in order to avoid operational risks. In view of the tax responsibility attributed to managers and administrators, the association understands that it should be optional for the entities involved in portability to refuse requests for partial portability of investment fund shares. SIN was consulted on this matter and considered the request pertinent and reasonable.

28. SDM recommends regulatory amendment that includes a provision allowing entities involved in portability to cease admitting partial portability in previously established hypotheses, which are justified by operational obstacles to the processing of partial portability.

29. The proposed solution would cover not only the partial portability of investment fund shares, but all cases of partial portability that would not be admitted for justified reasons. Thus, it seeks to preserve the investor's freedom to request partial portability, without, however, failing to recognize that in some cases there may be operational obstacles that prevent such portability.

c.3) Partial portability requested at the destination entity

30. ANBIMA suggests regulatory amendment to prohibit the possibility of requesting partial portability to the destination custodian or intermediary, at least until the portability of securities is available as a service in Open Finance. It alleges that partial portability requested at the destination would imply “greater possibility of informational asymmetry, also demanding more operational resources to mitigate greater risks”.

31. In the association's understanding, while the integration with Open Finance is not completed, investors who request portability from destination custodians or intermediaries would only have the option to request total portability.

32. The possibility of requesting portability to destination entities is one of the central innovations of Resolution CVM 210 to promote competition and improve services provided to investors. Creating limitations to destination portability would be a move contrary to that promoted by the issuance of Resolution CVM 210.

33. In this way, SDM recommends that the request not be accepted.

c.4) Investor consent for partial portability

34. ANBIMA points to hypothetical cases of total portability request, without express consent for partial portability at the time of the request, in which an insurmountable impediment to total portability is subsequently identified. The association seeks to validate the understanding that institutions involved in portability may request the investor's express consent for the execution of partial portability during the processing of the request, not only at the moment of the request, in order to avoid total refusal of portability.

35. SDM considers that Resolution CVM 210 does not prohibit the search for consent for partial portability during the processing of portability. This superintendency understands that the diligence described would be an adequate way to seek to overcome impediments to the execution of portability, even if this impediment is not listed in the exemplary list of Article 19 of Resolution CVM 210.

36. In this way, SDM requests validation of this understanding by the Collegiate Board, as well as confirmation of the lack of need for regulatory amendment on this matter.

d) Additional deadline for validation by the origin entity

37. Resolution CVM 210 establishes that origin entities must validate portability requests formulated to destination entities, as a way to mitigate risks that requests resulting from fraudulent registration result in the diversion of an investor's securities.

38. ANBIMA proposes the granting of a separate deadline for the origin entity to seek this validation, a deadline that would run prior to the start of the counting of deadlines for the execution of portability.

39. In SDM's view, shared by SMI, the expected conduct of the origin entity is to seek to overcome impediments to the execution of portability within the execution deadline, without additional deadlines for prior diligences. If the impediment cannot be overcome within the regulatory deadline, however, if the origin entity considers that the identified impediment can be overcome by extending the deadline, Article 20, item II, is already sufficient to solve the issue. And, in fact, regarding the validation of the request required by Article 12, it is estimated that such impediment can be overcome within the extended deadline, so as to avoid the refusal of portability.

40. In this way, SDM recommends that the request not be accepted.

e) Structured operations

41. ABBI suggests the inclusion of an item in Article 1 to exclude the incidence of RCVM 210 on securities subject to guarantees, encumbrances, and liens or operational blockage created through escrow contract, guaranteed account, or similar instrument.

42. SDM understands that the current regulation adequately meets the hypothetical situations described by ABBI, where the unavailability of the security is an insurmountable impediment, even considering the extension of the deadline for execution. In these cases, once the diligences to seek to overcome the impediment are exhausted, the regulated entity must simply follow the conduct provided for in Article 20, items I and III, of RCVM 210, that is, notify the investor about the impediment, informing the facts or circumstances that represent the impediment, and refuse the portability.

43. Finally, a passage is commented from the reasoning of ABBI that “(...) encumbrances and blockages imposed on such operations depend on third-party authorization, which has no interest in giving such authorization.” Conducts of this nature practiced by third parties regulated by Resolution CVM 210 may be interpreted as omission that prevents or delays, without justification, the processing of a portability request, being subject to sanctioning action by the CVM and characterization as a serious offense, in view of the provisions of Article 21, item II, of RCVM 210.

44. In this way, SDM recommends that the request not be accepted.

f) Derivatives

45. ABBI suggests the inclusion of an item in Article 1 to exclude the incidence of RCVM 210 on positions resulting from derivative contracts negotiated in an organized stock market or registered in an organized over-the-counter securities market, with a guarantor central counterparty, owned by investors classified as professional.

46. SDM considers that the arguments presented by the association do not justify regulatory amendment. Initially, there is no talk of bilateral operations, given the almost immediate novation of the original bilateral transaction resulting from the interposition of the guarantor central counterparty (“CCP”).

47. Nor is there pertinence in invoking market risk for the CCP's guarantee structure as justification for the exclusion of the portability regulation. The guarantee structure of a CCP is modeled to support situations of intense economic shock, even in scenarios of high market risk, so it is considered unlikely that the portability of a professional investor's position, resulting from a derivative contract, could threaten the integrity of the CCP's guarantee structure.

48. In this way, SDM recommends that the request not be accepted.

49. Regarding the need to prepare a regulatory impact analysis (AIR) and hold a public consultation, the amendments proposed in this internal office, by reducing regulatory requirements and being specific and punctual, may be dispensed with, in accordance with Article 4, item VII, of Decree No. 10,411, of June 30, 2020, and Articles 14, item VII, and 31, item I, letter “a”, of Resolution CVM No. 67, of March 10, 2022.

50. In this way, we propose the forwarding of the following documents for deliberation by the CVM Collegiate Board, with reporting by SDM: (i) draft of Resolution CVM 210 with revision marks regarding the proposed amendments (doc. 2321405) and clean version (doc. 2321418); and (ii) draft of Amending Resolution of Resolution CVM 210, which encompasses the proposals mentioned in this internal office (doc. 2321383).

Sincerely,

Felippe Barretto
Federal Inspector GDN-1

Agreed.

Raphael Souza
Manager of Regulatory Development – 1

Agreed.

Antonio Berwanger
Superintendent of Market Development

[1]
Merrill Lynch S.A. Corretora de Títulos e Valores Mobiliários (“Merrill Lynch”) - doc. 2318379; StoneX Distribuidora de Títulos e Valores Mobiliários Ltda (“StoneX”) - doc. 2318383, Scotiabank Brasil S.A. Corretora de Títulos e Valores Mobiliários (“Scotiabank”) - doc. 2318381; J.P. Morgan Corretora de Câmbio Valores Mobiliários S.A. (“J.P. Morgan”) - doc. 2318377; BGC Liquidez Distribuidora de Títulos e Valores Mobiliários (“BGC Liquidez”) - doc. 2318375; UBS BB Corretora de Câmbio, Títulos e Valores Mobiliários S.A. (“UBS BB”) – doc. 2321271; and Morgan Stanley Corretora de Títulos e Valores Mobiliários S.A. (“Morgan Stanley”) – doc. 2318380.

[2]
Associação Brasileira de Bancos Internacionais (“ABBI”) – docs. 2267069 and 2318387; Associação Brasileira das Entidades de Mercados Financeiros e de Capitais (“ANBIMA”) – doc. 2317857; and Associação Nacional das Corretoras e Distribuidoras de Títulos e Valores Mobiliários, Câmbio e Mercadorias (“ANCORD”) - docs.2266858 and 2314795.

[3]
Professional investors as defined in Article 11 of Resolution CVM No. 30, of May 11, 2021.

[4]
ANBIMA understands that Resolution CVM 210 should not be applicable to qualified custody service providers, and requests a total exclusion from the portability regulation, not just an exemption from the digital interface. The forwarding suggested by GDN-1 considers that Resolution CVM 210 must remain applicable to all custodians, given that, from the entry into force of Resolution CVM No. 209, of August 26, 2024, all conduct rules and deadlines for portability will concentrate on Resolution CVM 210, with the provisions regarding the transfer of custody of the same ownership of Resolution CVM No. 32, of May 19, 2021, being revoked.

[5]
Requests formulated in the office filed as document 2317857.

[6]
Requests formulated in the office filed as document 2314795.

Document electronically signed by Felippe Martins Paes Barreto, Federal Inspector of the Capital Market, on 05/21/2025, at 15:36, based on Article 6 of Decree No. 8.539, of October 8, 2015.

Document electronically signed by Raphael Acácio Gomes dos Santos de Souza, Manager, on 05/21/2025, at 15:40, based on Article 6 of Decree No. 8.539, of October 8, 2015.

Document electronically signed by Antonio Carlos Berwanger, Superintendent, on 05/21/2025, at 17:14, 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, by informing the verifier code 2334277 and the CRC code AF135F5B.

This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Código Verificador" 2334277 and the "Código CRC" AF135F5B.

Reference: Process No. 19957.009938/2021-57 SEI Document No. 2334277