Joint Circular Letter No. 2/2025/CVM/SNC/SSE/SIN

04/06/2025, 17:19
SEI/CVM - 2341420 - Ofício-Conjunto

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Ofício-Circular-Conjunto nº 2/2025/CVM/SNC/SSE/SIN

São Paulo and Rio de Janeiro, June 4, 2025.

To Administrators, Managers, and Independent Auditors of Investment Funds

Subject: Qualifications and Disclaimers of Opinion in Investment Fund Audit Reports.

Dear Sir/Madam,

1. This Joint Circular Letter aims to disseminate the understanding of the Securitization and Agriculture Superintendence – SSE, the Institutional Investors Supervision Superintendence – SIN, and the Accounting Standards and Audit Superintendence – SNC regarding the responsibilities related to qualifications and disclaimers in the opinions of independent auditors, as observed in audit reports on the financial statements of investment funds.

2. In this regard, we highlight that, as determined in the general part of CVM Resolution No. 175 (“Res. CVM 175”), it is the responsibility of the fund administrator, among others, to ensure that accounting records related to the fund's operations and assets are maintained at its expense, updated, and in perfect order, as well as its obligation to prepare and publish audited Financial Statements, and to hire an independent auditor.

3. Similarly, Res. CVM 175 establishes that it is the manager's responsibility to ensure that documentation related to the fund's operations is kept updated and in perfect order at its expense.

4. Thus, we clarify that the fund administrator has the duty to hire an independent audit that includes the fund's financial statements in their entirety, as well as to deliver all necessary documentation for this audit; documentation that is also necessary for the accounting records related to the fund's operations and assets. In this sense, we highlight that it is the manager's obligation to forward the portion of this documentation that falls to them to the fund administrator.

5. It is important to note that, in the process of hiring the independent auditor, the fund administrator has the duty to inform the auditor of the details of all investments, especially if there are relevant and un-audited invested entities.

6. The technical areas understand that, in this case, the audit planning and the scope of the auditor's work will necessarily be different, as an un-audited invested entity may significantly increase the auditor's audit procedures. The same understanding applies when funds invest in separate securitization assets (e.g., receivables certificates).

7. We draw attention to item 7 of NBC TA 210 (R1), which establishes:
7. If management or those charged with governance impose a limitation on the scope of the auditor's work, in the terms of a proposed audit engagement, such that the auditor concludes that the limitation will result in the issuance of a report with a disclaimer of opinion on the financial statements, the auditor should not accept such a limited scope engagement as an audit engagement, unless required by law or regulation.

8. In this regard, we clarify that, although investment funds are required to publish audited financial statements, we understand that there is no requirement of “law or regulation” that obliges the auditor to accept an engagement with a scope limitation imposed by management; on the contrary, it is the responsibility of management, including the fund administrator and manager, to provide the documentation and information necessary for the auditor to perform their work.

9. Although the focus of this Circular Letter relates to scope limitations imposed by management, the understandings presented here should be replicated to other similar situations that result in a modification of the independent auditor's opinion, which must fully document the work papers related to the opinion modification and communications with the appropriate level of management. Furthermore, the recurrence of such situations in the same administrator or manager should be considered by the auditor already in the client acceptance and audit planning stages.

10. The technical areas consider that financial statements accompanied by audit reports with modified opinions, especially with disclaimers or scope limitations, do not fulfill their essential function of providing adequate and transparent information to investors.

11. Thus, the issuance of financial statements, accompanied by such audit reports, may indicate:
a) that the administrator and manager are not acting with diligence and loyalty regarding the interests of investors, violating the provisions of art. 106, I, of Res. CVM 175; b) that the administrator is not acting with diligence to ensure that accounting records related to the fund's operations and assets are kept updated and in perfect order, violating the provisions of art. 104, I, “e”, of Res. CVM 175; and c) that the manager is not acting with diligence to keep documentation related to the operations of the share class updated and in perfect order, violating the provisions of art. 105, III, of Res. CVM 175.

12. In light of the foregoing, administrators, managers, and auditors of investment funds who do not comply with the applicable rules will be subject to applicable sanctions.

Sincerely,

Cynthia Barião da Fonseca Braga
Securitization and Agriculture Manager - GSEC-1

Madson de Gusmão Vasconcelos
Audit Standards Manager - GNA

Bruno de Freitas Gomes
Securitization and Agriculture Superintendent - SSE

Paulo Roberto Gonçalves Ferreira
Accounting Standards and Audit Superintendent -

Marco Antonio Velloso de Sousa
Institutional Investors Superintendent - SIN

Document electronically signed by Cynthia Bariao da Fonseca Braga, Manager, on 04/06/2025, at 11:01, based on art. 6 of Decree No. 8.539, of October 8, 2015.

Document electronically signed by Paulo Roberto Gonçalves Ferreira, Superintendent, on 04/06/2025, at 11:23, based on art. 6 of Decree No. 8.539, of October 8, 2015.

Document electronically signed by Bruno de Freitas Gomes Condeixa Rodrigues, Superintendent, on 04/06/2025, at 12:03, based on art. 6 of Decree No. 8.539, of October 8, 2015.

Document electronically signed by Madson Vasconcelos, Manager, on 04/06/2025, at 15:51, based on art. 6 of Decree No. 8.539, of October 8, 2015.

Document electronically signed by Marco Antonio Velloso de Sousa, Superintendent, on 04/06/2025, at 17:07, based on art. 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 entering the verification code 2341420 and the CRC Code EBA9E05A.
This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Código Verificador" 2341420 and the "Código CRC" EBA9E05A.

Reference: Process No. 19957.009383/2021-43
SEI Document No. 2341420