Joint Circular No. 1/2023/CVM/SIN/SSE: Interpretation of CVM Resolution No. 175 — CVM — BR

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Seven of September Street, 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. 1/2023/CVM/SIN/SSE Rio de Janeiro, April 11, 2023

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

Dear Sirs,

This Joint Circular aims to disseminate the interpretations of the Superintendency of Institutional Investor Supervision (“SIN”) and the Superintendency of Securitization Supervision (“SSE”) regarding the provisions of the general part of the Resolution.

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 Joint Circulars will be released opportune with clarifications on doubts related to the Normative Annexes of the Resolution, and as the case may be, by the respective superintendency competent for the supervision of the categories of funds treated therein.

Sincerely,

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

Digitally signed by
BRUNO DE FREITAS GOMES
Superintendent of Securitization Supervision

Table of Contents
1.1 Effective Date Schedule.............................................................................................. 3
1.2 Classes and Subclasses................................................................................................................... 4
1.4 Calculation of Class Net Assets .................................................................................... 5
1.6 Periodic Reports................................................................................................................... 6
1.7 CVM Website and Systems....................................................................................................... 7
1.8 Remuneration/ Rebate/ Charges/ Financial Statements...................................................... 7
1.9 Fund Adequacy by Unilateral Act vs. Assembly .......................................................... 14
1.11 Documents to be kept on service providers' websites.............................. 17
1.12 Hiring of Service Providers................................................................................. 17
1.13 Distribution of Class Shares in Open Regime................................................................... 21
1.14 Need for Valuation Report......................................................................................... 21
1.15 Constitution and Registration of the Fund ............................................................................................ 22
1.16 Accounting Records and Financial Statements ................................................................... 23
1.17 Communication with Shareholders................................................................................................. 24
1.18 Trading with Improper Use of Insider Information...................................................... 24
1.19 Supplement A: Term of Knowledge and Assumption of Unlimited Liability............................ 25
1.20 Distribution by Account and Order – Bookkeeping License ...................................................... 25
1.21 Liquidity Management .................................................................................................... 26
1.22 Sending to Administrator a Copy of Document Signed by Manager ..................................... 27
1.23 Financial Statements for Transfer of Administration .............................................. 28
1.24 General Adaptations of Other Rules (COFI and CVM Res. 21)................................................... 28
1.25 Voting in Assembly by Related Parties.......................................................................... 29
1.27 Socio-environmental Funds ........................................................................................................ 30
1.28 Investment by Funds with Limited Liability ...................................................... 32

1.1 Effective Date Schedule
The entry into force of CVM Resolution 175 was divided into stages; therefore, below are clarifications regarding the implementation procedures and coexistence between adapted and non-adapted funds until the entire resolution is in effect.

Article 136 of the general rules of CVM Resolution 175 stipulates that, upon the first entry into force of the resolution, funds will be “automatically considered as a single class”. This provision, in fact, aims to clarify the possibility that any investment fund can adapt immediately to the Resolution if it intends to remain as a single class. On the other hand, a contrario sensu, funds that intend to use the institute of multiple classes and subclasses will only be able to do so from 1/4/2024, as only then will the provisions of the Resolution dealing with this theme enter into force.

Will the administrator need to update its registration with the CVM?
Answer: The registration update mentioned in the article is that of the fund, when it adapts to the Resolution. Regarding service providers, in principle, no update is provided for due to the provisions of the rule. If any adaptation becomes necessary, the market will be duly communicated previously by this technical area through a Joint Circular, through which the appropriate deadline will be granted for such purpose.
In this case, upon the first entry into force of the rule, must the fund have only a single CNPJ for the class and its “shell”? From the creation of new classes (1/4/2024), besides the CNPJ of an eventual new class, must a new CNPJ be generated for the fund’s “shell”?
Answer: Yes, all single-class funds will have only one single CNPJ that encompasses both its class and its shell. With the creation of new classes, a new CNPJ will be generated for the fund, as the existing CNPJ will accompany the class that was unique.
Still upon the first entry into force of the rule, given that funds will be automatically considered as single class, at this moment will these funds need to have a regulation and annex?
Answer: No. However, when administrators choose to adapt current funds to the new regulation (which, in the case of funds that remain as single class, will become possible already from the first validity period), they will need to elaborate, at least, a regulation and annex for these. It is also worth noting that, regarding funds registered under the validity of the new rule, such funds must already contain the regulation and annex of the single class upon their registration with the CVM. Despite this, we suggest, for now, that only one document be uploaded in the SGF.
What are the necessary changes in the documents of funds in stock due to the entry into force of the rule?
Answer: Funds in stock must be adapted by 12/31/2024, with the exception of FIDCs (Annex II), which have a deadline until 12/31/2023. In the adaptation process, the current regulation must be replaced by the new regulation, annex (class), and appendix (subclass). Upon the first entry into force, the fund will have only a regulation and annex (which should cover typical themes of the appendix). On the other hand, nothing prevents that, from a strictly documentary point of view, the regulation and annex already foresee a specific section, even named “appendix”, containing the information that will later be required in the appendix imposed by the Resolution when subclasses exist. It is also worth noting that appendices do not apply to FIDCs.
What will be the applicable rule to non-adapted funds in the period between the first entry into force of the rule and 12/31/2023 or 12/31/2024? Do they continue observing the rules of Instruction 356 or 555, as the case may be, until their adaptation?
Answer: Funds continue observing the rules of Instruction 356 or 555. Thus, it is certain that there will be coexistence in this period between new funds or those already adapted, governed by the Resolution, and stock funds still governed by Instruction 356 or 555. It is a premise of the adaptation process that an investment fund not yet adapted to the Resolution invests in a fund already operating under the Resolution and vice-versa, provided that compliance with their respective investment policies is observed.

1.2 Classes and Subclasses

How will the arrangements of shareholders within a fund work?
Answer: The class may have subclasses that segregate shareholders. In summary, classes are arrangements for the organization of assets (asset portfolios or investment strategies) and subclasses are arrangements for the organization of liabilities (shareholders). For FIDCs, subclasses are differentiated among junior subordinate, mezzanine, and senior and have specific rules in Normative Annex II, complemented by art. 5, § 5, of the general part.
Is the list of criteria for separation into subclasses exhaustive? Does the CVM intend to allow eventual other separations according to international experience?
Answer: The admitted criteria, for now, are those expressly provided for in the norm. Other criteria may be included in the future, but depending on a normative process with this objective.
Is there a need to calculate shares in each subclass?
Answer: Yes. When a subclass exists, it must provide its share, given that each subclass may have its own fees and costs, such as administration fee, management fee, and maximum distribution rate, and thus, different share values.
Will the classification be observed within the class or the subclass of the fund? And can shareholders be encompassed directly in the fund's class? Or only directly in the subclass?
Answer: The classification of portfolio assets will always be observed at the level of the fund's class. The fund's class will house the invested assets, and the subclasses, the shareholders. Although there is no express prohibition of the shareholder's link directly to the class, it is expected that the shareholder be registered at the subclass level whenever essential service providers deem its constitution necessary for better organization and differentiation of characteristics relating to shareholders of the classes (i.e., rates, application and redemption term, target audience, etc.).

1.4 Calculation of Class Net Assets

Operationally, when calculating the Class Net Assets, should fees (e.g., Administration) be deducted based on the different rules of the subclasses? If positive, assuming different rates for each subclass, is it expected that the percentage representativeness of each subclass over the class will vary daily?
Answer: Fees must be accrued at the subclass level (if they exist). With this, the relative percentage of representativeness of each subclass in the class may, indeed, vary over time.

1.5 Fund, Class, and Subclass Identification Keys

Will the CNPJ still be the main identifier of funds and classes for the CVM? And how will the identification of the subclass be constituted?
Answer: The National Registry of Legal Entities (“CNPJ”) will remain as the main identifier of the fund and classes. Subclasses will be identified by a code granted by the CVM upon their registration. The taxonomy of the code for the subclass will be composed of sequential numbers with a check digit at the end. Both the CNPJ of the fund and classes and the subclass code will be generated as soon as the registration is concluded in the CVM system.
Still regarding the CNPJ, given that it is now generated at the moment of the fund's registration, the constitution regulation should not have this information prior to registration with the CVM. Thus, should this document be sent again after the creation of the CNPJ?
Answer: After the registration is finalized and the CNPJ granted, the fund's documents can be updated with this information in the next corporate event to which it is submitted that generates the need to update the regulation.

1.6 Periodic Reports

What are the documents that the manager and the administrator, separately, must send periodically?
Answer: All fund documents must continue to be sent by the administrator from an operational point of view, without prejudice to the full responsibility of the respective essential service provider for the content of the document under its purview.
Art. 61 of the General Rules provides for the obligation to disclose the fund’s “periodic information” on the website of the fund’s service provider for access by the general public. What will be this information?
Answer: The fund’s “periodic information” that must be disclosed on the service providers' websites, pursuant to article 61, are those provided for in article 47 of the General Rules and as defined in each of the annexes. We remind you that the device requires that such information (in summary, the regulation and applicable taxation) be displayed either on the fund's website, if any, or on the administrator's website, or on the manager's website.
Do we no longer have the Net Asset Value Evolution Statement?
Answer: The net asset value evolution statement will no longer be required from funds. It is worth remembering, in this context, that the accounting rules already existing for investment funds (CVM Instructions No. 489, 516, 577, and 579) must be applied and interpreted generally to accounting within the scope of classes, specifically regarding the mandatory documents due, and not of the fund.
How will the segregation of periodic reports presented to the CVM be? For example, in the case of the daily report, CDA, fund profile of Normative Annex I? At the class level or the subclass level?
Answer: Reports related to the fund's assets (portfolio) will be required at the class level, while reports related to the fund's liabilities (shareholders), at the subclass level. In the case of FIFs, as an example, for classes we have the CDA, balance sheet, monthly profile, and audited financial statements; and for subclasses, the daily report and the brochure.
Considering that the manager is responsible for risk management and periodic stress testing, will the CVM review the information provided for the Monthly Profile under the administrator's responsibility? (Questions 5, 6, 11, 12, 13, 14, 15, 16)
Answer: Even though the responsibility for calculating some of that information lies with the manager, he must pass it on to the administrator for sending the document to the CVM.

1.7 CVM Website and Systems

How will the link between the class and the subclass with the fund take place for consultation purposes on the CVM website?
Answer: Links between fund, class, and subclasses will be available in individual fund queries in the SGF, as well as in the Open Data Portal files.
Will the identification of those hired by essential service providers also appear on the CVM site in specific fields?
Answer: We remind you that the information of relevant service providers is already present in the SGF, as a general rule, and we do not foresee additional change in this aspect.
Will there be a specific field in the CVM system to include the minimum initial NAV of the closed class? In this way, upon registering the fund/class, should the deliberation on the distribution/issuance of shares also be recorded in the same act?
Answer: Regarding the closed fund, no alteration of the current dynamic is foreseen, namely, that the first NAV value appears in the first competent daily report; and that the registration of distribution information appears only in the registration of the distribution (which is a specific operation in the SGF), and not in the class registration.

1.8 Remuneration/ Rebate/ Charges/ Financial Statements

Closed Funds: How is the applicability of the maximum distribution rate, required in the Resolution for closed funds that (i) have sporadic issuances of shares (deliberated by assembly or authorized equity); (ii) the distributor is hired exclusively within the scope of these share issuances, with the contract extinguishing at the end of the offer; (iii) the distribution rate is defined when deliberating on the issuance of new shares (if any) and usually corresponds to a percentage of the issuance value of the shares of the respective offer or the amount actually raised, being used exclusively for payment of the distributor's remuneration rate and other offer expenses, with any surplus being reverted to the fund's portfolio?
Answer: The maximum distribution rate must be informed for closed funds in their respective annexes (classes) or appendices (subclasses), as applicable, of the regulations, whether they are FIFs or structured funds (FIPs, FIDCs, FIIs, etc.).
However, the remuneration of distributors of shares of such closed funds that are hired and remunerated punctually, for each new issuance of shares of such funds (usually, even with remuneration tied to the value raised in the respective Offer and not to the Net Assets of the fund, class, or subclass, as the case may be), does not fall under the concept of such maximum rate. In this case, transparency to investors of the offer's distribution rate must be given in their documentation, as usual. On the other hand, other structures where there is remuneration to an eventual distributor who acts continuously for a class or subclass (i.e., distributor by account and order), and whose remuneration is not related to the specific value raised in a particular offer, but rather to the assets of the fund, class, or subclass, as the case may be, remain subject to the maximum distribution rate to be provided for in the Fund's regulation.
Could you confirm the treatment to be given to rebates to distributors (on management and performance) regarding offers of closed funds already closed (illiquid and alternative structures) and that will occur in the future (end of the Fund, for example) relative to offers already concluded and, therefore, without possibility of renegotiation?
Answer: What was established at the time of negotiating the contract must be complied with in light of the regulation then in force. Thus, the receipt of such remuneration by distributors is not understood as an infringement of the Resolution, provided that its conditions were established regularly based on the norm in force at the time of the celebration of the respective contract.
Article 98 and its paragraphs, as well as Article 113 of the Resolution, establish that:
Art. 98. The share class that may acquire shares of other investment funds must establish in its regulation that its administration and management fees comprise the fees of the invested funds.
§ 1º For the purposes of the provision in the caput, the regulation may establish maximum rates, comprising the fees of the invested funds, and minimum rates, which do not include the fees of the invested funds, in which case any channel or disclosure material that performs any type of comparison between share classes must refer, in the comparison, only to the maximum rates, reference to minimum rates and effective rates in other periods being permitted in a note. § 2º Investments in share classes of the following investment funds should not be considered for the effects of the caput and § 1º:
I – funds whose shares are admitted to trading in an organized market; and II – funds managed by parties not related to the manager of the investing fund.
(...)
Art. 113. The regulation of the restricted share class may:
(...)
III – calculate and charge the fees provided for in the regulation according to any criterion established in its regulation; (i). Regarding the provision of Art. 98, §1º, the Resolution does not mention that such provision refers to funds not intended for qualified investors, according to equivalent wording in CVM Instruction 555 (§§ 4º and 5º of art. 85). Thus, has the scope of Instruction 555 been expanded, making it now necessary to establish maximum and minimum rates for all audiences? Funds of exclusive classes that possess, as provided in Art. 113, the prerogative to hold distinct calculation methodologies of percentage of net assets, are also covered by the provision of Art. 98, §1º? Answer: The understanding is correct. All funds under the Resolution must calculate and disclose maximum and minimum rates. This is because investment funds intended for retail, qualified, or professional investors can invest mutually, and providing for these rates for only some funds would make their calculation impossible by others. On the other hand, regarding funds classified as “exclusive”, under Resolution 175, such disclosure will not be mandatory, provided that the regulations of such exclusive funds contain express provision prohibiting them from being the object of investment by other non-exclusive investment funds.
Still regarding the new fund fee structure, Art. 48, § 1º, XI of the Resolution clarifies that administration and management fees are in the list of information that must be included in the general part of the regulation, that is, in the common part between all classes and subclasses, and § 2º provides that the maximum distribution rate must be in the official document of the class. Despite this, when observing Art. 5; §5; III, it is clear that subclasses may be differentiated, among others, precisely by fees. Thus, in the best interpretation of the norm, is it possible to understand that

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br should such information be at the class level (if there is no subclass) or subclass, as applicable?
Answer: Yes. The correct interpretation of Art. 48, §1º, VII; and §2º, XI of the Resolution is that the description of administrative, management, and maximum distribution fees must appear in the annexes and/or appendices of the classes and/or subclasses, as applicable.

In reading Art. 117 of the Resolution, together with item 3.16 of the Public Hearing Report of AP 08/20 (Charges), the understanding obtained was that the payment of charges would be the responsibility of the fund (which, in theory, is merely a shell) and not of the class where all actual operations take place. Considering that the Economic Freedom Law allows for the creation of classes, each with assets segregated from others belonging to the same fund structure. Thus, in the same way as done for the concept of insolvency, is it possible to establish that charges must be paid directly at the class level, reinforcing asset segregation and optimizing structures while avoiding additional compliance costs at the fund level (checking accounts, audits)?
Answer: We understand that fee payments can be made directly by the classes or subclasses of the funds. The main text of Art. 117 of the Resolution lists certain expenses as charges of the funds, expressly providing for the possibility that they be debited directly from their share classes.
The possibility of direct payment by the classes without the need to send resources to the funds, as mentioned in the point above, would also eliminate the need for accounting statements at the fund level. Even if a reduced set of accounting statements is required as provided for in Art. 67 of the General Rule and mentioned in item 3.16 of the Public Hearing Report of AP 08/20 (Charges), such a requirement was not foreseen by the industry and will certainly represent an increase in costs, mainly with auditors. What is the understanding on this topic?
Answer: Even without the flow of remuneration fees through the fund, other expenses must still flow through the fund (such as the CVM oversight fee). Furthermore, the reduced set of accounting statements at the fund level seems coherent with the fact that the Resolution allowed for the allocation of expenses and contingencies that are common to the classes (art. 117, §1°, of the General Rule), without any prejudice to the asset segregation between classes. Thus, we understand it is necessary to provide a minimum list of documents in the Resolution for the funds.
Article 117 of the General Part (especially item XVI) provides for the possibility of paying fees directly by the classes. Thus, in contracts established with service providers, is it possible to establish contracting directly by the share class?
Answer: We understand that the class should be the contracting party of the essential service provider, with the intervention and consent of the fund, considering that the service will be provided for and to the benefit of each specific class. In this way, the service provider will be bound only to the specific class that contracted it, only being able to claim its rights from that class, which includes the receipt of fees. The intervention of the fund seems justified for operational purposes, providing greater legal security to the contracting. This dynamic does not prejudice the asset segregation between classes of the same fund, in accordance with item III of art. 1.368-D of the Economic Freedom Law and Article 5, main text and paragraph 2 of the General Part of the Resolution.
CVM Instruction 555 previously provided the following wording in its Art. 92, § 2º: “It is forbidden for the administrator, manager, and consultant to receive any remuneration, benefit, or advantage, directly or indirectly through related parties, that potentially prejudices the independence in the investment decision-making of the fund”. Meanwhile, CVM Resolution 175 excludes the expression “related party”. For what reason was such exclusion made?
Answer: This was a purely editorial correction, without modification of the command's content. The previous wording allowed, in theory, the reading that “indirect” remuneration would be only that which occurred through related parties, which was never the intention. In fact, any form of indirect remuneration or advantage was forbidden, which is now clearer.
Considering that the exceptions provided for in Art. 92, § 3º, of CVM Instruction 555, which allowed the payment of rebates in mirror funds or funds destined for professional investors, were excluded from the new rule, in the context of adapting 555 funds to Resolution 175, institutions will have to include the management or performance fee in investor funds to continue receiving the fee currently paid to them through rebates. Therefore, is it possible that such fee inclusions be carried out through a unilateral act of the administrator/manager, provided that they do not increase the total cost of the structure to investors?
Answer: Correct. In the process of adapting 555 investment funds to the Resolution, these fees can be included in the regulations without shareholder assembly approval, provided that the final fee charged to the shareholder does not increase. Thus, if a given fund charged under the old regulatory regime 2.0% administrative fee, including 0.2% to the fiduciary administrator, 0.8% to the manager, and 1.0% to the distributor, in the new regime, the fees must be disclosed in the fund documents as follows:

Administrative fee: 0.2%
Management fee: 0.8%
Maximum distribution fee: 1%

As provided in the point above, so that shareholders are not prejudiced by a “new” base quota of the performance fee to be included in investor funds, is the manager of the investor fund authorized to use the same base quota of the invested fund, considering even any accumulated losses of the invested fund?
Answer: Correct. The manager must use the base quota of the invested fund, and the implementation of such fee reorganization by a unilateral act of the administrator (“IPA”) is also permitted in this situation, in accordance with the answer to the previous item.
If a fund created under the scope of CVM Instruction 555 operates regarding rebate structures under the permissions provided in art. 92 of such instruction (namely, mirror fund and/or annex 92), is it correct to interpret that the service providers of such funds can continue to be entitled to such remuneration (whether relating to investments in 555 or 175 funds) until such fund comes to adapt to the provisions of Resolution 175, through the adaptation of its regulations, until the maximum deadline of December 2024?
Answer: Correct. The provisions of CVM Instruction 555 remain in force and applicable, in full, for such investor funds until their adaptation to the Resolution, at which point such rebate receipt structures must cease or adapt to the formats provided and permitted by the new regulation (such as, for example, by direct remuneration between invested funds and investor funds, and not to the service providers of the investor funds). It should be noted that from the point of view of the invested funds, the payment of remuneration to the distributor who qualifies as the manager of the investor fund or a party related to it, or the payment for allocation to the manager of the investor fund (“Receiver”) must observe the Resolution, which would prevent the Receiver from receiving, especially with respect to the portion of the performance fee of the invested fund. In this sense, due to the need to adapt the entire fund industry to the Resolution until the end of the adaptation deadline for the new rule (December 2024), the continuation of the payment of remuneration based on both the portion of the management fee and the portion of the performance fee, observing the provisions of CVM Instruction 555, is regular until the investor fund adapts to the Resolution.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br Thus, it will be the Receiver's responsibility to (i) ensure that the receipt of such remuneration remains possible and regular while the investor fund is under the provisions of ICVM 555; or (ii) reverse such remuneration to the respective investor fund, considering that it would be an undue benefit or advantage.

Based on Art. 48, § 1º, VII, is it possible to provide remuneration in net asset value (NAV) brackets based on percentages? This article was included with the possibility for regulations of funds destined for non-qualified investors to present differentiated fees based on brackets of values of their net asset value in national currency, but it does not mention the possibility of using percentages.
Answer: Nothing prevents a subclass from providing, regardless of its target audience, remuneration in brackets with percentages different from the net asset value.
Art. 99; sole paragraph of the General Rule provides that “it is forbidden that the agreement of direct or indirect remuneration results in a discount, deduction, or reduction of administrative, performance, management, or any other fee due by the investing class to the invested”. The industry already practices a similar rule, brought by Art. 8 of the ANBIMA Code for Administration of Third-Party Resources. The difference is that in self-regulation, the rule is intended for “mirror funds”, with the objective of not making the structure accessed by investors cheaper than if the allocation were directly in the mirrored fund. This does not necessarily occur in feeder fund structures, which have an active strategy. In these cases, the funds (FOFs) are not accessed as distribution vehicles for the master fund, hence the above concern does not justify itself in active feeder fund structures. What is the regulator's rationale for expanding the scope of the rule?
Answer: The idea of art. 99, Sole Paragraph, was only to provide for the prohibition that fees potentially existing between investor and invested funds compensate artificially, passing to the investor a perception of costs different from the real. In other words, saying that the “new rebate” cannot revert to service providers. Considering that in the structure of active feeder funds there is no distribution vehicle, in this case, a distribution feeder, we understand that the prohibition would not be applicable in the case of rebates for active feeder funds.
If the CVM's interpretation is that the exceptions for receiving remuneration by the service providers of the investor fund under the terms of ICVM 555 (Art. 92, §3º) were not contemplated in the new norm, we understand that it is appropriate to adjust the fees of investor funds by an act of the administrator, since this prerogative will not alter the fee structure of the investment effectively applied.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br Answer: Indeed, the previously provided exceptions that allowed service providers of investor funds to receive remuneration are no longer authorized in the norm. But the understanding is correct regarding the form of change: these adjustments can be made without an assembly, as they do not alter the final cost to the investor.

Based on art. 52, III of Resolution 175, is it correct to interpret that the rearrangement of administrative, management, and/or maximum distribution fees of the fund at certain moment(s) in the existence of the respective fund (whether constituted under the validity of CVM Resolution 175 or adapted to such regulation having in view its constitution at a time prior to the validity of the new regulation), in such a way that they do not imply an increase, direct or indirect, of the total fee by the remuneration of such service providers from a class or subclass, is also exempt from prior approval by a general shareholders' assembly?
Answer: Correct. In such opportunities, it will be up to the essential service providers of the Fund to alter the fund's regulations and communicate the shareholders, in the terms, deadlines, and conditions established by the Resolution.
For restricted funds (that is, those destined exclusively to qualified or professional investors), will it be possible to pay distributors of such funds on bases that are not calculated and levied on the net asset value of the fund, such as the fund's performance fee, for example? Likewise, would the maximum distribution fee of such fund be exempt from being necessarily disposed exclusively as a percentage levied on the Net Asset Value of the Fund, based on art. 113, III of Resolution 175?
Answer: Correct. For restricted funds, such fees may be calculated and paid as provided in the respective regulations, according to art. 113, III of the Resolution. In this case, the maximum distribution fee must establish the remuneration limit in a way that correctly discriminates the components of the distribution fee applicable to the respective fund. For example, the maximum distribution fee could establish a percentage on the Fund's NAV as well as a maximum percentage of the performance fee due by the Fund.

1.9 Adequacy of funds by unilateral act versus assembly

37. Limited x unlimited liability of shareholders: the possibility of limited liability of shareholders represents an important advance for our industry. By reading Arts. 6° and 18 of CVM Resolution 175, together with item 3.3 of the Public Hearing Report of AP 08/20 (Shareholders' Liability), it is clear that the limited liability of the shareholder will be the standard. That is, both in the adaptation of the stock and in the creation of new funds, the inclusion of limited liability is independent of shareholder approval.
In cases where the liability will be unlimited, the appropriate disclaimers must be made available to investors. The information must be clear, following all requirements imposed by the new regulation.
Thinking specifically about the adaptation of the stock, which today by default is of unlimited liability, despite the provision of §1º of Art. 135 of the Resolution:
1. It will not be necessary to resort to a shareholders' assembly to approve unlimited liability since, in practice, the fund already operates in this way; and
2. In the same sense, the signature of Supplement A (term of knowledge and assumption of unlimited liability) of shareholders who entered the fund before the entry into force of CVM Resolution 175 will not be necessary, being necessary only for new shareholders of stock funds that, at the time of adaptation to the new rule, remain as unlimited liability.
Correct?
Answer: Correct. Funds with limited liability will not depend on an assembly by express exemption provided in the Resolution; and those with unlimited liability, because there is no change provided in the fund's operation.
It is also natural that any adjustments to the fund's regulations that accommodate these new regimes of shareholders' liability, as a consequence, are also exempt from assembly to be carried out.
Regarding shareholders already existing in funds with unlimited liability upon entry into force, obtaining the Term will not be necessary, as the Term was not required by the regulation in force at the time of their entry into the fund.

38. Responsibilities of service providers: a series of other updates will need to be made to the fund documents to comply with the provisions of the new regulation. An example is Art. 48, II, of the Resolution, which states that the regulations must provide for the responsibilities, as well as parameters for their assessment, of the service providers, before the fund and among themselves.
Considering cases such as this, which are new obligations arising from the need to comply with the new rule, the understanding is that despite the provision of § 1º of Art. 135 of the Resolution, it will be possible to use the prerogative of Art. 52, I, of the Resolution. As an example, the new list of charges brought by Res. 175 can be implemented in existing funds by an act of the administrator. Finally, given that the exceptions for receiving remuneration by the service providers of the investor fund under the terms of CVM Instruction 555, Art. 92, § 3º, were not contemplated in the new norm, it is appropriate that the adjustment of the fees of investor funds occurs by an act of the administrator, since this prerogative will not alter the fee structure of the investment effectively applied? Answer: Yes, it is unnecessary to hold an assembly in any case where, by force of the adaptation exercise, the regulations come to dispose of new themes not provided before, such as in the case of “responsibilities, as well as the parameters for their assessment, of the service providers, before the fund and among themselves”. The list of fund charges is another topic that does not require an assembly for regulation adjustments, as the regulation in this matter merely repeats what is admitted by the regulation, and such admitted hypotheses were expanded, serving the regulation changes in this subject as a mere effort to adapt the document to current regulation. Already the adjustment of investor fund fees to adapt to the prohibition of rebates and reversal of remuneration agreements in favor of the fund is also exempt from assembly, as it does not involve increasing the fees charged to final investors, but only a rearrangement in the transparency given to remuneration currently applied. Such exemption extends to any corresponding changes in the fees provided in the invested funds, which may be reduced. Other situations that we can exemplify as possible to change without assembly are (1) the inclusion of the provision that the fund will have a single class, upon its adaptation to the Resolution, (2) the transformation of feeder funds into subclasses, (3) adequacy to the ESG regulation requirements for funds that are dedicated to such strategies and already observe the self-regulation applicable, (4) form of communication that will be used by the administrator, in accordance with the provision of art. 12, including the inclusion of wording in the terms of § 3º, I, of said article. These are, furthermore, other examples of topics that do not require assembly approval, as they are regulatory requirements not previously existing: (1) inclusion of maximum administrative and management fees, (2) in the case of classes with limited liability of shareholders, inclusion of the provision of the events provided in Art. 12 related to the administrator's verification of negative net asset value and insolvency procedure, (3) editorial adjustments resulting from new
provisions on liquidation and closure of class or fund, (4) risk factors associated with new regulatory provisions, such as those resulting from the unlimited liability of shareholders. Still others of the same nature that can be cited are (5) the adequacy of the wording eventually existing that replicates the treatment of the disclosure of relevant facts, (6) references to the new rules and limits of exposure to capital risk, (7) the adaptation, in some currently restricted funds, so that they can be listed as exclusive in line with the new concept provided in the Resolution, or (8) adapted provisions on the new fund structure, classes, and subclasses, when applicable, including the adequacy of the list of service providers in the documents or the holding of general or special assemblies, as now provided in the regulation.

1.11 Documents that must be kept on the service providers' websites

In order to avoid an increase in compliance costs, and as an alternative means to comply with the new obligations regarding the disclosure of information, can the inclusion on the manager's website of a link to the documents that are already available on the administrator's website be considered a valid form of compliance with such obligations by the manager?
Answer: Yes. We emphasize, however, that in the case of exclusive funds, the disclosure of information, documents, and links on the managers' websites is exempt.

1.12 Contracting of service providers

Furthermore, considering that the manager is responsible for contracting the distributor, how to reconcile this point with the contracting of an autonomous agent under the terms of Res. 21, since according to said Resolution only a financial institution manager can contract such service provider? In this sense, can a manager who does not qualify as a financial institution, considering Res. 175, contract an autonomous agent?
Answer: No. A rule has no relation to another. The manager has indeed become responsible for contracting distributors, which in this concrete case means contracting the intermediary institution that will have the AAI as its proxy. That is, it continues as provided in Res. CVM nº 21.
The wording of § 2º of art. 85 brought us some doubts, once it was not clear if the regulator's intention was to provide that the manager would have the obligation to contract the services provided in items III, IV, and V if there was a provision in the regulations (obligation), being able to carry out said contracting by its decision if there was no provision in the class documents (discretion). In both cases (obligation or discretion), the expenses with the contracting could be debited from the

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br management fee and paid directly by the class to the provider. However, it seems to us that another interpretation is possible, in the sense that the manager will only have the authorization (and, consequently, the obligation) to hire such complementary providers if provided for in the class annex, and cannot carry out such hiring without it being stated in the class documents. We would like the CVM to clarify the best interpretation for the aforementioned provision. Response: In principle, hiring those services is always at the manager's discretion. But, if there is a provision in the fund documents for such hiring, it naturally becomes obliged to hire them.
42. Although the rule does not explicitly state which of the essential providers can hire lawyers to defend the fund's interests, it seems in line with the objective of equalizing and adequately segregating the responsibilities of essential providers, so it seems reasonable that the manager can also hire such service provider on behalf of the fund in matters related to the portfolio, including granting powers of attorney ad-judicia to the hired lawyers to represent the fund. Does the CVM understand the same way?
Response: Yes. Any of the essential service providers can hire other fund service providers whenever the rule does not expressly define one or the other as responsible for such. The CVM expects, in these cases, that the hiring be done by the one who is responsible for doing so in line with its attributes, as well exemplified in the question.
43. Item I of §1º of Art. 48 of the Resolution indicates that the identification and qualification of the fund's service providers, as well as information about their registrations with the CVM, must be included in the Bylaws. Given the structure adopted by the new rule, should only information about essential service providers be mandatorily included in the fund's corporate documents (namely, the Bylaws)? In this way, the identification and qualification of the other fund service providers of a permanent nature (namely, custodian, registrar, distributors, consultants, and auditors) should be available on the websites of the respective essential service providers that hire them or on the fund's website, if there is one.
Response: The above interpretation is correct and will be admitted by this CVM. Nothing prevents, on the other hand, the identification of such providers hired by essential providers from being included in the bylaws, annex, or appendix, as the case may be, if this is the desire of the essential providers when constituting a certain fund, with the burdens arising therefrom.

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44. Regarding the hiring of service providers by the manager, will the contracts that were signed before the effective date of Resolution CVM 175 (i.e., distribution contracts) need to be terminated or will they remain valid?
Response: They remain valid. They will be reviewed as the funds are adapted as agreed between essential service providers and other fund service providers.
45. If the Administrator provides one of the services listed in article 85 of Resolution CVM 175, relating to the Manager's obligation hires, would the formalization of a specific service provision contract be dispensed with or would it still be necessary to formalize it in a contract?
Response: Yes, it is necessary, but not necessarily a "contract", given the nature of the relationship between them. It can be a separate and distinct chapter in the operational agreement that they will maintain.
46. Can the manager hire an auditor?
Response: No. According to article 83, item III, of Resolution CVM 175, it is up to the administrator to hire independent audit on behalf of the fund.
47. In general, hires will occur by the fund. However, if it involves an expense that should not be shared, can the payment be made directly to the class, having this provision in the contract?
Response: Yes, payments directly by the class are possible.
48. Regarding administration and management fees, when it is clarified that remuneration is what is intended for the payment of such providers and those hired by them, can we understand that all other providers not listed in articles 83 and 85 of the general rule, if hired, must have such contracts formalized in the name of the essential service provider who decides so and paid directly by it? For example, situations in which the manager decides to hire a legal advisor to provide support in the decision-making of an operation or service providers who act in services accessory to the manager for the recovery of credit assets of provisioned or defaulted assets for the cases of FIF. In these two situations, could the fund pay such expense directly?
Response: Essential service providers can indeed hire these services, but, as a rule, at their own expense. As already provided in the previous rule, the fund cannot pay such expenses directly, unless provided for in the bylaws or approved by a shareholders' meeting, in accordance with article 85, § 4º, I, of the Resolution.

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49. Articles 107 and 108, §§ 1º and 2º, of the Resolution provide:
Art. 107. Essential service providers must be replaced in the following cases: (...)
Sole paragraph. The request for a judicial declaration of insolvency of the fund prevents the administrator from renouncing the fiduciary administration of the fund, but not its removal by force of a shareholders' meeting resolution.
Art. 108 (...)
§ 1º In the case of resignation, the essential service provider must remain in the exercise of its functions until its effective replacement, which must occur within a maximum period of:
I – 90 (ninety) days, counted from the resignation, for financial investment funds regulated in Normative Annex A and mutual privatization funds – FGTS regulated in Normative Annex F; or II – 180 (one hundred and eighty) days, counted from the resignation, for other categories of investment funds.
§ 2º If the essential service provider who resigned is not replaced within the period referred to in § 1º, the fund must be liquidated, in accordance with Chapter XIV, with the manager remaining in the exercise of its functions until the conclusion of the liquidation and the administrator until the cancellation of the fund's registration with the CVM. Regarding the sole paragraph of Art. 107, considering that the manager (i) is also an essential service provider (as well as the administrator); and (ii) probably has more relation with the insolvency of the class than the administrator. Clarify the motivation for the device not having also covered the manager. Response: The CVM's regulatory choice was to establish the administrator as the central and stable point of conduct of this pre-insolvency process, considering, in addition, its role of greater independence and equidistance from the agents who may have caused the fund's situation.
50. Considering the scenario in which the administrator (or the manager) is the distributor of the investment fund, and there is no additional remuneration charged for distribution, is it possible to provide in the fund's bylaws that the administrator does not charge remuneration for distribution? (situations such as exclusive funds - where there is no distribution effort -, funds managed by the shareholder themselves - EFPC, EAPC, for example -, funds of financial institutions - all players are part of the conglomerate, including the service network such as agencies -, among others.
Response: No. Whenever any institution accumulates more than one service on behalf of the fund, it must calculate, based on a consistent and verifiable criterion, which portion of the total fee corresponds to each of these services and give transparency to this in the fund's pertinent documents.
1.13 Distribution of class shares in open regime
51. According to the aforementioned article, this provision appears to deal with the acquisition of any types of shares only by open classes (“in the acquisition of shares by open classes of other funds”). The question was raised as to whether this was indeed the CVM's objective, or if the objective would be to provide that open and/or closed classes can invest in other open classes without the figure of a distributor. What is the final objective intended by the CVM regarding this theme?
Response: Indeed, the idea of the provision is to admit the acquisition of open class shares by open classes or by closed classes without the need to hire a distributor.
1.14 Need for appraisal report
52. The sole paragraph of Art. 16 of the General Rule says that in certain cases, the value of the shares to be subscribed or redeemed from the fund must be backed by an appraisal report prepared by an independent appraiser, such as:
(VII) subscription of share participations in companies or in the share capital of limited liability companies; (VIII) subscription of shares of other classes, thus passing to the ownership of the class whose shares were subscribed; and (IX) redemption or amortization of shares in shares of other classes, thus passing these latter shares to the ownership of the investor whose shares were redeemed or amortized. Clarify whether it is necessary the appraisal report prepared by an independent appraiser in any situation of subscription or redemption in fund shares, considering that the shares of the funds that make up the portfolio of a fund are already priced by a custodian based on the fund's pricing manual, observing the current regulation. Response: We inform that the above-mentioned requirement of an appraisal report is necessary only in cases where the subscription is carried out with assets without available mark-to-market. Whenever there is already a reliable mark-to-market reference and in line with the best exercise of the fiduciary duty to which essential service providers are subject, this price reference must be considered as the appropriate one.

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53. Article 16, VIII and IX, as well as article 113, I, of the Resolution provide that:
Art. 16. The share of an open class cannot be the object of cession or transfer of ownership, except in the following cases:
VIII – subscription of shares of other classes, thus passing to the ownership of the class whose shares were subscribed; and IX – redemption or amortization of shares in shares of other classes, thus passing these latter shares to the ownership of the investor whose shares were redeemed or amortized.
(...)
Art. 113. The restricted class bylaws may:
I – Admit the use of financial assets in the subscription and redemption of shares, with the establishment of detailed and precise criteria for the adoption of these procedures.
The possibility of using an open class share in the subscription of shares of other classes is allowed only for restricted class (as provided in article 113) or is it extensible to the class intended for the general public, due to the generic wording of article 16, items VIII and IX?
Response: Given the new regime created by the Resolution, the understanding is that such hypothesis is possible only with respect to exclusive classes, as understood in the terms in which the Resolution defines them. In other words, each of the exceptional provisions of article 16 of the Resolution can only be applied in the respective funds in which the regulation admits them.
1.15 Constitution and registration of the fund
54. §3º of Art. 8 of the General Rule says that after 90 days from the start of activities, the class that maintains, at any time, a daily net asset value lower than R$ 1 million for 90 consecutive days must be immediately liquidated or incorporated into another class. In addition, §5º of the aforementioned article lists the hypotheses in which the liquidation or incorporation mentioned in §3º may be dispensed with. The list presents 4 items apparently cumulative: (I) the dispensation is the object of a detailed request from an essential service provider; (II) the dispensation is approved by a simple majority of shareholders present in a meeting; (III) proof of an exceptional situation that prevents the liquidation of all remaining assets in the portfolio related to the class in question; and (IV) the shares of the class are no longer publicly offered.
Were the factual requirements thought to be fulfilled in a cumulative manner, or fulfilling one of the requirements would already be possible eventual dispensation of liquidation or incorporation of the class?
Response: It is the incorporation into the norm of a CVM Deliberation that dealt with the subject before and delegated competence to SIN to authorize these operations, but only if all these 4 conditions were met cumulatively.

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55. Does it make sense that if approved by shareholders in a meeting, regardless of compliance with the other hypotheses provided for, it is also possible to avoid eventual liquidation or incorporation?
Response: No. This provision seeks to treat funds in which essential service providers cannot liquidate the fund for practical reasons (e.g., dividends to be received), and which will always represent very small values. The approval of shareholders then has the objective of guaranteeing that they are aware of the impossibility of liquidating the fund. Thus, it is important to emphasize that this norm only reflects the exact wording of previous CVM Deliberation that regulated the theme.
56. Furthermore, ICVM 555 considers average daily net asset value, and the new rule cites daily net asset value. In this case, is there indeed a deliberate change (exclusion of "average")?
Response: Yes, the objective in this case was to simplify this metric for adoption by funds, as the previous concept generated many doubts on the part of the market.
57. How does the CVM expect to obtain evidence of the joint deliberation between essential service providers? Would it be at the time of constitution? Both must sign or is there another format that dispenses with signatures? Is there an expectation that this document be disclosed on the CVM's page? If together, is the proposal that it be in the same document or is it possible to have signed declarations separately, but attached to the constitutive acts? The issue applies both to approve (art. 7º) and to declare that the bylaws are compliant (art. 10, II).
Response: We opted not to regulate this issue, which is left to the free stipulation between essential service providers. There is no need for this document to be disclosed on the CVM website.
58. Will the fund registration fee continue to be charged or will there also be a charge for the class?
Response: The fee is always charged from the fund, as provided in Law No. 7.940.
1.16 Accounting records and financial statements
59. Would the Fund's Financial Statements be composed of CFS and explanatory notes?
Response: According to the report of the public hearing SDM 08/20, a reduced set of accounting statements will be required from investment funds, namely: balance sheet, statement of income and cash flow statement, with no obligation to raise consolidated accounting statements of all classes of the fund. The classes of the funds must have complete accounting statements, observing the specific rules issued by the CVM, according to the category of the investment fund. Section III, regarding "Accounting Statements and Audit Reports" of Chapter VI of the Resolution deals with the theme.
60. From the Economic Freedom Law it is inferred that accounting books no longer need to be registered in a notary. Therefore, in which locations must the accounting books of the fund and classes be registered?
Response: In fact, the Economic Freedom Law dispenses with registration in a notary only for the fund's bylaws (and by inference, the annexes of the classes and appendices of the subclasses). But the accounting books were not reached by that law.
61. Will we have any update of ICVM 577 accounting accounts and Financial Statements?
Response: Yes, the update of this norm is planned, which is being conducted under the leadership of the Superintendency of Accounting and Audit Standards ("SNC").
1.17 Communication with shareholders
62. If the bylaws containing the provision of electronic means of communication/sending of correspondence to shareholders and the shareholder does not inform their email address in their registration, is the administrator exonerated from responsibility for not having a means of sending communications?
Response: Yes, but provided that the administrator can demonstrate, to the CVM's supervision if necessary, that it has exerted the best efforts required by the circumstances to obtain this information, on reasonable bases.
1.18 Trading with improper use of insider information
63. Public Hearing 08/21 had as its objective the alteration of ICVM 472 (FII) to include an express prohibition on the improper use of insider information in the trading of real estate investment fund shares.
By bringing the theme broadly to the Resolution of ICVM 175, the rules end up encompassing not only FIIs, but all classes, whether open, closed, listed or not – we did not identify any exception or specification regarding the type of condominium in articles 45 and 46 of the Resolution, which are the articles that deal with this subject. Despite this, in the Public Hearing report of AP 08/21 it was mentioned that “Considering the proposals and arguments presented, especially regarding the

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br convenience of a uniform treatment for other closed funds that are traded on organized securities markets, the CVM opted to extend the regulation to all classes of shares constituted in closed regime. Thus, the discipline of the matter, as resulting from this AP 8/21, now appears in the general rule of investment funds (arts. 45 and 46 of Resolution CVM 175)”. Could you confirm that such rules cover only the classes constituted as closed condominium and with shares traded? Response: Correct. According to the rationale of the Public Hearing Report, the expansion of this rule to other funds, which was initially discussed for real estate funds, derived from a finding that this regulatory approach would apply to a broader category, beyond closed FIIs. As there are already FIP and Fiagro listed on the secondary market, the CVM understood that it would make sense to expand these devices to all categories of closed funds.
1.19 Supplement A: term of knowledge and assumption of unlimited liability
64. As provided in Art. 29; §3º of the Resolution “if the fund's bylaws do not limit the shareholder's liability to the value subscribed by him, the shareholder must attest that he is aware of the risks arising from unlimited liability, in accordance with Supplement A”.
Aiming to reduce compliance costs and simplify operational procedures for both service providers and shareholders, could the own term of adherence and risk knowledge contain the information/declarations provided for in Supplement A and/or be an annex to said term, according to each institution's preference? Response: The term of adherence has its own objectives and should not be polluted with other information that is not typical to it. It is worth remembering, anyway, that the knowledge of the risks of unlimited liability must be obtained only from new shareholders, that is, those who enter new investment funds or funds adapted to the Resolution from the first entry into force, and that provide for unlimited liability in their bylaws.
1.20 Distribution on behalf and order – bookkeeping license
65. Article 34; § 2º of the Resolution provides that distributors who act on behalf and order of clients must be authorized to provide securities bookkeeping services, in accordance with specific norm, or provide for the deposit of shares in a securities depository center or their registration in an entity administering an organized market, in order to enable the identification of the

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br effective holder. In this sense, distributors acting on behalf and order must possess the registry license upon the entry into force of resolution 175, this prerogative also applies in the event that they distribute only funds that have not yet been adapted? Answer: We understand that this is not the case. Once the Resolution is in force, the intermediary that intends to continue distributing shares on behalf and order through its own registration as a registry of securities must already have the registration approved in order to exercise such activity. Even in a situation where this intermediary distributes only shares of funds not yet adapted to the Resolution.

Is it correct to understand that despite the provisions of article 37 which bring
obligations for the administrator, the full responsibility for compliance with the distributor's obligations remains with the manager?
Answer: Yes.
Regarding the Political Participation of Investor on Behalf and Order, Art. 38; §1 of
the Resolution discusses the distributor's mandate to vote in the interests of shareholders. Here, does this refer to the distributor voting on behalf of shareholders in accordance with the vote manifestation indicated by them, correct?
Answer: Correct.
Still regarding the instrument of mandate, can it be generic (example: powers
granted by the shareholder at the time of opening the account with the distributor)?
Answer: No. It is advisable that the instrument specifies, at least, the matters for which the shareholder authorizes the intermediary to vote on his behalf, with the responsibility for the custody of such documents and for expressing the vote at the assembly according to the guidance given by the shareholder belonging exclusively to the distributor.

1.21 Liquidity Management

Art. 93 provides that the manager must submit the asset portfolio to periodic stress
tests, with scenarios that take into consideration, at a minimum, the movements of liabilities, the liquidity of assets, obligations, and the subscription of the share class. In this sense, the rule attributes to the manager the responsibility for carrying out stress tests.
Is it correct to understand that the administrator is not obliged to carry out stress tests?

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br Answer: The responsibility for carrying out the stress tests of the "asset portfolio" (in line with the provisions of article 93 of Resolution CVM nº 93) lies with the manager, without prejudice to the Administrator also maintaining its own controls. In the event of a divergence between the liquidity parameters of the administrator and the manager, both must establish procedures in order to obtain a consensus on the effective levels of liquidity of the Class and on the metrics that will be reported to CVM.

Considering that the administrator will be responsible for sending the information
transmitted by the Manager to CVM. If there are questions from CVM regarding the information sent, will these be sent to the administrator or to the manager?
Answer: It will depend on the nature of the question. And it is worth remembering that, sometimes, the fact that the question is sent to one of the service providers does not mean that the attribution of responsibilities to that specific service provider is sought.
Often the administrator may be questioned about matters of responsibility of the manager by being in a privileged position of knowledge of the case and enjoying a certain independence regarding what is the object of the question.

1.22 Sending to the administrator a copy of a document signed by the manager

Art. 105, II, of the Resolution provides that it is the obligation of the manager to diligently maintain
updated and in perfect order, at its own expense, the documentation relating to the operations of the funds.
Additionally, Art. 87 of the Resolution provides that the manager must send to the administrator, within 5 business days following its signature, a copy of each document that it signs on behalf of each fund.
Does the obligation described in article 87 refer to every and any document signed by the manager on behalf of the share class, including those documents relating to the operations?
Answer: Not all, but only those that, on an ordinary basis, the administrator considers necessary for the proper exercise of its own attributes, with the responsibility for the service providers to regulate on this issue in the respective operational agreement to be celebrated between them.
In the affirmative, would this obligation not be in conflict with the responsibility of the
manager to maintain updated and in perfect order the documentation relating to the operations of the share class?
Answer: See answer above.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br
1.23 Financial statements of transfer of administration

Art. 120 of the Resolution included the transfer of administration within the events
that require the preparation of accounting statements, to be carried out within a maximum period of 90 (ninety) days, counted from the date of the effective occurrence of the event, by an independent auditor.
In this context, it is worth noting that the 90-day period may be short for the new administrator to finalize the audited financial statement of the next fiscal year, once that the period is the same (90 days). For example: if a fund is transferred 1 day before the end of the fiscal year, the new administrator will have only 1 day to finalize the financial statement of the fiscal year. In this sense, it would be advisable to avoid the transfer in the period of 1 month/15 days until the end of the fiscal year, since reducing the completion period from 90 days to 60/75 brings operational challenges. What is the regulator's view on this understanding? Answer: Naturally, the date of the end of the fiscal year of the fund is a variable known to the parties, and must be taken into consideration when stipulating the transfer and its schedule, in order to avoid the dilemma reported.
When changing the service provider of administration, however, without alteration
of the service provider responsible for the service of treasury, control and processing of assets (item I of art. 83) and accounting of liabilities according to ANBIMA's Code of Qualified Services, is it possible to dispense with the audit of transfer being the event explained through explanatory notes in the next financial statement of the fund? Answer: There is no regulatory provision for dispensing with the transfer audit in situations such as the one exposed. Furthermore, even if in operational terms the audit does not present the same utility in the situation reported, it is worth remembering that this audit also fulfills other roles (such as the more precise delimitation of responsibilities of the current and previous administrators in the operations of the fund) that would be prejudiced without the carrying out of this audit.

1.24 General adaptations of other rules (COFI and Res. CVM 21)

Art. 67, §1º, of the Resolution provides that the accounting statements of funds that
have different classes are composed, at a minimum, by the balance sheet, statement of the result of the fiscal year and statement of cash flow, there is no obligation to raise consolidated accounting statements.
Thus, does CVM intend to include a model of the cash flow statement in ICVM 577, as the existing models for the Daily Report, Balance Sheet, CDA and Financial Statements?

Also, does the regulator intend to carry out adaptations in ICVM 577 due to Res. CVM
175? Does CVM also intend to update Res. CVM 21 due to the changes brought in Resolution CVM 175?
Answer: Yes, for both questions, which will depend, respectively, on priorities of these normative projects in the SNC and in the superintendency of market development ("SDM").

1.25 Voting in assembly by related parties

Assemblies will become electronic, as a rule. In any case, based on the
new regulation, would it be possible to hold a 100% in-person assembly?
Answer: According to article 75 of the Resolution, the shareholders' assembly may be held both exclusively by electronic means and partially by electronic means. Thus, the exclusively in-person assembly is no longer admitted. Or, read in another way: the administrator who intends to hold an in-person assembly may do so, provided that it enables the participation of shareholders by some additional electronic means.
Was there indeed a change in the CVM's paradigm regarding approval quorums
for matters in assembly? In other words, have qualified quorums become optional?
Answer: According to article 76 of the Resolution, the fund's regulations may establish qualified quorum for the deliberations of the shareholders' assemblies, observed the specific rules for each category of fund, as these may impose qualified quorums not subject to reductions, as is the case with real estate investment funds, for example.

1.26 Definition of restricted class and exclusive fund

Art. 111 of the Resolution states that "Considered "Restricted" is the class or sub-class
exclusively intended for the application of resources from qualified investors and professionals."
Already on page 22 of the Public Hearing Report 08/20, it is said that "It is opportune to remember that the regulations of the restricted classes, namely those intended exclusively for qualified or professional investors, may freely provide regarding the form of calculation and charging of administration and management fees".

What would be the correct understanding of the definition of restricted class? That intended for the application of resources from qualified and professional investors, or from qualified or professional investors?
Answer: The correct interpretation of the device is the one that refers to the possibility of qualified or professional investors.

1.27 Socio-environmental Funds

Art. 49 establishes the rules for socio-environmental funds, both those that
generate ESG benefits and those that only integrate ESG factors into the activity of management. Some doubts arose regarding the established concepts of "environmental, social or governance benefits" as well as "socio-environmental benefits". (i) Would it be possible for CVM to provide some examples for the better understanding of the market? (ii) Will the definition be made by each manager according to item II of article 49? In addition, the generation of socio-environmental benefit is a language close to what impact funds use. (iii) Is CVM's intention to cover only this type of fund when it brings this term or can we consider that here the funds covered are those covered by ANBIMA's self-regulation? Regarding item III of art. 49 which mentions the entity responsible for certifying or issuing a second opinion report, it was requested to specify in more detail which type of qualification is expected if this is hired. Already regarding item IV of the same article, given that the report on the results achieved is something new, more details are requested about what is expected in this document. Answer: The intention of the regulation was not to limit socio-environmental funds only to impact funds. In any case, we recognize that the device innovated, in the Resolution, by providing for the possibility of institution of investment funds that make "reference to factors environmental, social and governance". As seen, there are two types of funds that can be structured with this theme:
those that only take such factors into consideration in their investment decision-making process, weighing such variables in the pricing of risk and return of the investment opportunities analyzed, to which the use of denominations such as "ESG", "ASG", among others; is prohibited; and those that effectively seek to originate benefits of this nature, to which the prerogative of using denomination of this nature was attributed. This regulation was inspired by the Sustainable Finance Dislocusre Regulation ("SFDR") European, based on the finding that a level of convergence on the topic must be sought, in everything that is possible, although always respecting the particularities of the Brazilian market. It is worth noting, in this context, that for funds that seek to originate these benefits and thus contain specific denomination, the certification or opinion provided for in article 49, III, is not mandatory, nor that they be independent of the fund or its service providers. In fact, the device has an informational scope, in the measure in which it requires the qualification of the entity responsible for the certification or opinion, but only "if there is"; and also the information about its independence from the fund, that is, only exposing in each case if it is independent or not and in what conditions. CVM and ANBIMA continue to interact on this topic, based on the pillar of self-regulation of the convention maintained between both, interaction from which article 49 is one of the fruits. It is expected that the additional steps regarding the explicitation of what the term means "socio-environmental benefits" should be (in fact, already being) given by ANBIMA within the scope of its self-regulation, since it provides for a congenial concept in its norms.
Is it correct to state that articles 49 and 60 of Resolution CVM 175 can be fulfilled
through the self-regulation rules already existing in the document of Rules and Procedures of ANBIMA for the identification of sustainable investment funds?
Answer: Yes, correct.
Do the adaptations to meet art 49 (ESG) for funds in operation follow the rules of art 134?
Answer: Yes, correct, and without prejudice to the own deadlines that self-regulation defines, which may vary depending on the type of fund, among others.
Art. 49 prohibits the use of denomination referring to environmental factors,
including the word "green". Exclusive funds, with non-sustainable objective that use the word green or others that contain reference to environmental factors, social and governance, but that refer to a location or other meanings that do not refer to environmental factors, may be exempted from observing the rule when including in their regulations that it is not a fund that integrates sustainable factors or ESG? Answer: Yes, it is possible that they be exempted, provided that, as exposed, such funds make it clear in their documents that they do not integrate sustainable factors nor have sustainable investment objectives.

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1.28 Investment by Funds with limited liability

Can a fund with limited liability for its shareholders invest in
shares of funds that remain with unlimited liability? In the affirmative, it is understood that some type of additional control is necessary on the part of the manager?
Answer: Yes, it is possible. In this case, it is necessary that the manager of the investing fund maintain adequate risk controls for monitoring the investment so as not to incur situations of negative net equity due to a relevant investment in another fund that incurs this risk.

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