The Securitization and Agribusiness Department (“SSE”) of the Brazilian Securities and Exchange Commission (“CVM”) published, on September 11, 2026, Circular Letter No. 3/2026/CVM/SSE (“Circular Letter”). It clarifies to administrators and managers of credit receivables investment funds (“FIDCs”) that the performance fee, or any portion of it, may not be allocated to specialized consultants engaged by the manager.
The Circular Letter is interpretive in nature and does not establish a transition rule. It formalizes, on a general basis, an understanding that the technical staff had already been applying, based on provisions currently in force under CVM Resolution No. 175 (“RCVM 175”).
According to the SSE, the performance fee is compensation linked to the performance of the class or of the unitholder, as applicable, and is associated with the professional management of the portfolio. This is a regulated activity that requires CVM authorization under CVM Resolution No. 21. Engaging a specialized consultant through the manager, for the purpose of advising it in its activities, changes neither the nature of this compensation nor its allocation.
Accordingly, although the specialized consultant may provide services related to the credit receivables held in the portfolio, it is not responsible for investment and divestment decisions. For this reason, its compensation may not be tied to, linked to or form part of the performance fee owed to the manager.
The understanding also rests on Article 35 of Regulatory Annex II to RCVM 175. This provision subjects classes and subclasses of units with a performance fee to the rules of Regulatory Annex I, whose Article 28 expressly assigns the charging of this fee to the manager.
On these grounds, the SSE considers the allocation of the performance fee to the specialized consultant, even in part, to be incompatible with the regulations. Such an arrangement may constitute unauthorized portfolio management, with potential liability for the consultant, the manager or the administrator of the FIDC.
Finally, the Circular Letter emphasizes that administrators and managers, within their respective scopes of activity, must ensure that the compensation structures adopted by the funds comply with the applicable regulatory requirements. These requirements include proper segregation of duties among service providers and transparency of the information made available to investors.
The Circular Letter can be accessed through this link.
For further information, please contact the Financial and Capital Markets team at FreitasLeite Advogados.
