Joint Circular CVM/SIN/SSE 03/23

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br Joint Circular No. 3/2023/CVM/SIN/SSE Rio de Janeiro, October 2, 2023

To administrators and managers of investment funds

Subject: Complementary interpretation of Article 134 of CVM Resolution No. 175

Dear Sirs,

This Joint Circular aims to disseminate a complementary interpretation by the Superintendency of Institutional Investor Supervision (“SIN”) and the Superintendency of Securitization and Agribusiness (“SSE”) regarding the content of item 1.9 of Joint Circular No. 2/2023/CVM/SIN/SSE, dated September 27, 2023.

For reference, we transcribe the excerpt from that Joint Circular that is relevant to this statement:

It should be noted, in this context, that Article 134 of CVM Resolution No. 175 provides that:

Investment funds that are in operation on the date the regulation enters into force must fully adapt to the provisions of this Resolution by December 31, 2024, with the exception of Credit Rights Investment Funds - FIDC, which must adapt by April 1, 2024.

In the interpretation of the technical areas, it should be interpreted as “in operation”, for the purposes of this provision, those funds that are effectively operating on 10/2/2023, that is, already with resources contributed and in normal operation. Thus, funds that register with the CVM before the entry into force of CVM Resolution No. 175, or even those with an ongoing offering, will only be able to raise resources and start their operations from 10/2/2023 onwards if they are already fully adapted to the Resolution. This adaptation, of course, may be carried out through a Private Instrument of Amendment (“IPA”).

After the dissemination of this understanding, the technical areas received inquiries regarding investment funds that were in the process of public placement of their shares (“Public Offering”) and whether, specifically for funds in this situation, it would not be appropriate to apply the concept of “in operation” set forth in Article 80 of CVM Resolution No. 175, which provides:

Art. 80. The operation of the investment fund is materialized through the action of essential service providers and third parties hired by them, in writing, in the name of the fund.

In this sense, the interpretation of the technical areas is that the submission of a public offering registration request by the fund, whether via the ordinary procedure or the automatic procedure (even if there has been no subscription or settlement of shares), already characterizes an effective action of the service providers, particularly by the hired distributors. Thus, and in line with the spirit of Article 80

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br of CVM Resolution No. 175, they must be considered as “in operation” for the purposes of Article 134 of the same Resolution.

Sincerely,

Digitally signed by
DANIEL WALTER MAEDA BERNARDO
Superintendent of Institutional Investor
Supervision

Digitally signed by
BRUNO DE FREITAS GOMES
Superintendent of Securitization and
Agribusiness