Joint Circular No. 2/2024/CVM/SIN/SSE

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 Ofício-Circular Conjunto nº 2/2024/CVM/SIN/SSE Rio de Janeiro, 13 de dezembro de 2024

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

Dear Sirs,

This Joint Circular aims to disseminate additional interpretations by the Superintendence of Institutional Investor Supervision (“SIN”) and the Superintendence of Securitization and Agribusiness (“SSE”) regarding provisions of the general part of the Resolution and its annexes.

Thus, this Joint Circular complements previous Joint Circulars from SIN and SSE.

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 Circulars may be disseminated, in due course, with clarifications on doubts related to the general part and the Normative Annexes of the Resolution, and as appropriate, by the respective superintendence competent for the supervision of the categories of funds treated therein.

Sincerely,

Digitally signed by
MARCO ANTONIO VELLOSO DE SOUSA
Superintendent of Institutional Investor Supervision

Sincerely,

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

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 General Part of CVM Resolution 175

1. Absence of distribution fee when acting as a manager-distributor
   In the case where the resource manager acts in the activities of distributing securities exclusively with respect to quotas of funds under its management (therefore, as an ancillary activity to the management of its funds), not carrying out the distribution of third-party funds or any other products in the capital market, is the provision of CVM Resolution 175 applicable that determines the attribution of a maximum distribution fee?

Answer: No. When the resource manager acts as a distributor based on article 33 of CVM Resolution 21, the provision of CVM Resolution 175 that determines the attribution of a maximum distribution fee is not applicable. In this situation, the distribution occurs as inherent to resource management (main activity) and merely ancillary to it. Since the manager and other companies in its economic group do not have authorization to distribute other financial assets other than the quotas of their own management funds (based on article 33 of CVM Resolution 21), CVM regulation already provides certain flexibilities for these cases (i.e., the manager acting as a distributor), such that (i) it dispenses with the need for physical segregation of facilities between management and distribution areas, according to the sole paragraph of art. 27 of CVM Resolution 21; and (ii) it allows the designation of a statutory director to be responsible for both activities (management and distribution), according to item II of art. 33 of CVM Resolution 21. It should be noted that, even though the provision of a maximum distribution fee is not applicable to funds in the situation described above, the obligation to segregate management and fiduciary administration fees remains in accordance with CVM Resolution 175, which can be done, at the discretion of essential service providers, through (i) the bylaws; or (ii) the adoption of a Global Fee, through the Remuneration Summary as per Joint Circular No. 3/2024/CVM/SIN and Joint Circular No. 6/2024/CVM/SIN.

2. Organization in Classes/Subclasses
   I. Organization in Classes
   Given the entry into force of the possibility of using multi-classes and subclasses and the diversity of possible scenarios, it is important to clarify which situations are capable of being structured through a unilateral act by essential service providers. The movement from a single-class fund to a multi-class fund has already been authorized through a unilateral act in Joint Circular No. 2/2024/CVM/SIN, with the exception of cases where the bylaws expressly provide that the fund is single-class, in which case the bylaws would need to be amended through the approval of the respective Shareholders' Meeting. Therefore, is it correct to state that in cases where the bylaws do not provide for its class structure (single or multi-class), there is no need to convene a General Meeting of Quota Holders in the migration from a single-class fund to a multi-class structure?

Answer: Reorganization via unilateral act is possible for funds created under rules prior to CVM Resolution 175 that are to be adapted to a single-class or multi-class fund structure. The adaptation of the funds' bylaws must necessarily provide for the class structure, as provided for in art. 48 of the General Part of RCVM 175.

I.a – Creation of Classes

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

Regarding the possibility of creating new classes by unilateral act of essential service providers (whether in the case of adapting a fund created under rules prior to RCVM 175, or in the case of a fund under the validity of CVM Resolution 175), as already clarified through Joint Circular No. 2/2024/CVM/SIN, could this possibility be understood as applicable only in the case where there is no transfer of liabilities (quota holders) and assets (portfolio and its respective rights and obligations) to the new classes created within the scope of such reorganization?

Answer: Correct. The possibility of creating new classes by unilateral act of administrators as per the question is restricted to the premise that the new class will be captured by new applications, without any transfer of quota holders, assets, rights, and obligations belonging to an already active class of the fund.

We list below possible scenarios for the adaptation of Classes and respective orientations, noting that these are valid for the entire life of the fund:

Scenarios	Classes	Orientations
Fund regulated by Instructions prior to RCVM 175	The fund's bylaws can be adapted by unilateral act to provide for the existence of more than one class.
Fund adapted or constituted according to RCVM 175 whose bylaws provide for only a single class	The fund's bylaws can only be amended to provide for multiple classes by General Meeting. After the amendment of the bylaws, the creation of new classes can be carried out by unilateral act provided that the new classes are constituted to receive new applications, that is, it does not involve any transfer of quota holders, assets, rights, and obligations belonging to a class already existing in the fund. Fund adapted or constituted according to RCVM 175 whose bylaws provide for the possibility of multiple classes, even if initially it has only one class	The creation of new classes can be carried out by unilateral act provided that the new class is constituted to receive new applications, that is, without involving any transfer of quota holders, assets, rights, and obligations belonging to a class already existing in the fund.

II. Organization in Subclasses – Funds of Annexes I, IV and V.
Item 38 of Joint Circular No. 1/2023/CVM/SIN/SSE clarifies the possibility of adapting feeders into subclasses can be carried out by a unilateral act of the administrator. In this sense, we would like to confirm that reorganization into subclasses by unilateral act of essential service providers is possible in the following situations:
i. for classes regulated by instructions prior to the adaptation to RCVM 175;
ii. for RCVM 175 classes originated from the adaptation of stock funds, and
iii. for classes constituted within the scope of the new regulation.

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: Yes, reorganization into subclasses, in the three situations listed above, can be carried out without the need for approval in a quota holders' meeting provided that (i) the investment conditions originally agreed with investors are maintained, such as application/redemption/amortization criteria and the investment policy of the class; and additionally, (ii) there is no increase in fees for the fund's quota holders.

We list below possible scenarios for the organization of Subclasses and respective orientations, noting that these are valid for the entire life of the fund:

Subclass Scenarios	Orientations
Fund regulated by norms prior to RCVM 175	The fund's bylaws can be adapted by unilateral act to provide for the creation of subclasses without approval in a meeting.
Fund adapted or constituted according to RCVM 175 whose bylaws are silent regarding the creation of subclasses	Essential service providers may create subclasses by unilateral act even if the bylaws are silent regarding this prerogative.
Reorganization of funds (Feeder/FI or FIC that invest, at least, 95% of its Net Asset Value in a specific fund) regulated by norms prior to RCVM 175 or already adapted or constituted in RCVM 175, into structures of 1 or more subclasses.	Reorganization can be by unilateral act, both in the transition of the fund to RCVM 175 and throughout the life of the fund already under RCVM 175, provided that: (i) the investment conditions originally agreed with investors are maintained, such as application/redemption/amortization criteria and the investment policy of the class; and additionally, (ii) there is no increase in fees for the fund's quota holders. Subclasses may provide for target audience segmentation provided it does not alter the investment policy of the class. It is up to the manager to observe the criteria listed above. Transfer of quota holders from the class to the new subclass: for structures regulated by instructions prior to RCVM 175 or already adapted or constituted in RCVM 175 with the transfer of pre-existing quota holders in the class to one or more new subclasses created.

Annex I (FIFs) of RCVM 175
International ETFs

In accordance with Article 42, §4º, of Normative Annex I of CVM Resolution 175, funds or investment vehicles in foreign countries do not include International ETFs, which are a separate asset modality. In this context, what requirements must be observed regarding International ETFs?

Answer: By determining that International ETFs are a separate asset modality and excluding the requirements of art. 42, it is clear that International ETFs should not observe the general requirements required for funds or investment vehicles in foreign countries. In this context, local classes intended for the general public or qualified investors and that can invest up to 100% abroad (as per art. 43, §§1º and 2º) shall observe only the requirements of arts. 41 and 43, §1º, I and II, when investing their resources in International ETFs, and the requirements of art. 43, §1º, III, and §2º are not applicable.

Temporary operational procedure for carrying out transformations (General Part)

As we are still in the process of adapting the system, we indicate the following procedures:

1. For processes where there is the closure of the class(es), such as total spin-off, incorporation, or merger, close the transformed class(es) in the SGF system. In case of closure of all classes of the fund, the fund will also be closed.
2. For all transformations, send an Excel spreadsheet in CSV format, according to the attached model.
3. In the case of transfers of classes between funds, if the transferred class is from a single-class fund, the fund will be cancelled.
4. The spreadsheet with the transformations must be sent by email, to edyr@cvm.gov.br.
5. Type of transformation:
   1. Total spin-off
   2. Partial spin-off
   3. Incorporation
   4. Transfer

Observation: when an operation involves more than one source or destination class, include a line for each class involved.

Examples:
Partial spin-off of class A to classes B, C, and D.

CNPJ transformed class | CNPJ of destination class or fund | Type of transformation | Date of transformation --- | --- | --- | --- CNPJ class A | CNPJ class B | 2 | 25/11/2024 CNPJ class A | CNPJ class C | 2 | 25/11/2024 CNPJ class A | CNPJ class D | 2 | 25/11/2024