Joint Circular CVM/SSE/SNC 01/2025

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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Joint Circular No. 1/2025/CVM/SSE/SNC
São Paulo, April 3, 2025.

To Administrators and Managers of FIAGRO

Subject: Income Distribution Policy of Investment Funds in the Agricultural Production Chains - FIAGRO.

Dear Sirs/Madams,

1. This Joint Circular aims to disclose the understanding of the Securitization and Agriculture Superintendence - SSE and the Accounting Standards and Audit Superintendence - SNC regarding the adequate income distribution policy of Investment Funds in the Agricultural Production Chains - FIAGRO, considering the provisions of Law No. 8,668, CVM Resolution No. 39, and Normative Annex VI to CVM Resolution No. 175.

2. With the issuance of CVM Resolution No. 39, on July 13, 2021, FIAGRO, then created by Law No. 14,130, which amended Law No. 8,668, were authorized to obtain operating registration in certain fund categories, and must follow the normative provisions issued by the Agency for the corresponding categories. Article 3 of CVM Resolution No. 39 indicated that FIAGRO would follow the specific norms of Credit Rights Investment Funds - FIDC, Participation Investment Funds - FIP, or Real Estate Investment Funds - FII, in addition to the rules applicable to investment funds in general.

3. In these terms, FIAGRO registered in the Real Estate Investment Funds - FII category must follow the provisions of CVM Instruction No. 516 and Normative Annex III to CVM Resolution No. 175 or CVM Instruction No. 472, for those FII not yet adapted to the new Resolution. It is worth noting that since March 3, 2025, the new Normative Annex VI to CVM Resolution No. 175 is in force, and existing FIAGRO in the FIDC, FII, or FII categories must adapt by September 30, 2025, as detailed in Circular No. 1/2025/CVM/SSE.

4. Regarding the distribution of results, considering the entire regulatory framework mentioned above, it is observed that the provision in Article 10, sole paragraph, of Law No. 8,668 does not apply to FII-FIAGRO constituted under the aegis of CVM Resolution No. 39, nor to new FIAGRO under Normative Annex VI to CVM Resolution No. 175, since Article 20-F of Law No. 8,668 excludes the application of the sole paragraph of Article 10 for FIAGRO.

5. Through Article 3 of CVM Resolution No. 39, the CVM did not enable or determine the application of Article 10, sole paragraph, of Law No. 8,668 for FIAGRO, as this is a legal command applicable only to FII and, purposefully, was excluded from the legal framework of FIAGRO by Article 20-F of the same Law.

6. Therefore, the set of interpretations, Circulars, and precedents of the CVM Collegiate that sought to discipline and regulate the provision in Article 10, sole paragraph, of Law No. 8,668 do not apply to FIAGRO. Thus, the distribution of FIAGRO results must comply with the accrual regime and be limited to accounting profit, i.e., accumulated profit or profit of the period.

7. These Superintendences consider that FIAGRO may use cash flow for the payment of periodic income during the period, however, always respecting the limits imposed by the profit determined under the accrual regime.

8. Administrators and managers of FIAGRO must pay special attention to the distribution of results accounted for but not realized, i.e., those that did not pass through cash. Among unrealized results, administrators and managers must segregate those that may be reversed in the future from those that may compose the income distribution base, seeking to avoid the distribution of values with the possibility of future reversal, including, but not limited to, results obtained based on "fair value measurement". It is paramount to control the values that composed the profit of the period under the accrual regime but were not distributed due to non-realization in cash, which may be offered for distribution upon their realization.

9. For all the above, the SSE points out that the regulations of FII-FIAGRO that provide for income distribution based on the provision in Article 10, sole paragraph, of Law No. 8,668 must be adapted to exclude any possibility that such income distributions exceed the limits imposed by the accrual regime, i.e., by accumulated or current-year profits.

10. The SSE considers that the adaptations of the regulations can be made within the scope of the adaptation process of FII-FIAGRO to the new commands of Normative Annex VI to CVM Resolution No. 175. However, despite the regulation adaptation process, the technical areas consider that administrators and managers must adopt the understanding of this Joint Circular from its publication.

11. In case of doubts, the SSE can be contacted via email at sse@cvm.gov.br.

Sincerely,

Cynthia Barião da Fonseca Braga
Securitization and Agriculture Manager - GSEC-1 Bruno de Freitas Gomes Securitization and Agriculture Superintendent - SSE Osvaldo Zanetti Favero Junior Accounting Standards and Audit Superintendent - SNC - substitute

Document electronically signed by Bruno de Freitas Gomes Condeixa Rodrigues, Superintendent, on 03/04/2025, at 09:46, based on Article 6 of Decree No. 8,539, of October 8, 2015.

Document electronically signed by Cynthia Bariao da Fonseca Braga, Manager, on 03/04/2025, at 09:49, based on Article 6 of Decree No. 8,539, of October 8, 2015.

Document electronically signed by Osvaldo Zanetti Favero Junior, Substitute Superintendent, on 03/04/2025, at 10:05, 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, informing the verification code 2296873 and the CRC code 1A0591FE.

This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Código Verificador" 2296873 and the "Código CRC" 1A0591FE.

Reference: Process No. 19957.009383/2021-43 SEI Document No. 2296873