The Superintendency of Securitisation and Agribusiness of Brazil's Securities and Exchange Commission has published Circular Letter CVM/SSE 3/2026 to clarify rules governing Receivables Investment Funds. The guidance explicitly prohibits allocating performance fees, in whole or in part, to specialised consultants hired by fund managers.
Prohibition of Performance Fee Sharing with Consultants
The technical area of the Securities and Exchange Commission clarified that performance fees charged by Receivables Investment Funds are intended exclusively for the fund manager. Under the regulatory framework, these fees cannot be redirected to third-party consultants engaged by the manager, even on a partial basis.
The guidance aims to provide clear instructions to fund administrators and managers regarding compensation structures and operational boundaries within FIDC structures.
Regulatory Risks and Unauthorised Portfolio Management
Linking consultant remuneration to fund performance fees raises significant compliance risks. The technical department noted that such arrangements could be construed as carrying out portfolio management activities without required regulatory authorisation.
Improper fee arrangements and unapproved portfolio management activities expose the involved parties to potential legal liability, affecting consultants, fund managers, and administrators alike.
Frequently Asked Questions
Can FIDC performance fees be allocated to hired consultants?
No. The CVM technical department confirmed that performance fees are legally restricted to fund managers and cannot be transferred to consultants.
What is the regulatory risk of passing performance fees to consultants?
Structuring consultant payments around performance fees may be considered unauthorised portfolio management, creating regulatory liability for the consultant, manager, and administrator.
