On November 26, 2025, the Financial Market Commission (“CMF“) published for public consultation, for a period of 10 weeks, the draft General Rule (“NCG“) that creates the Compendium of Rules for Funds and General Fund Managers (“Compendium“). The proposal modernizes and systematizes the regulation applicable to the industry, consolidating a relevant set of rules into a single regulatory body and aligning its standards with international best practices in transparency, risk management, corporate governance and fund marketing.
Although the Compendium consolidates and reorganizes the wide range of regulations currently in force, the aspects that imply substantive changes or operational adjustments for the fund managers are concentrated in the aspects discussed below:
1. STRUCTURE AND SCOPE OF THE REGULATORY COMPENDIUM.
The regulatory proposal presented by the CMF organizes in a single regulatory body close to 80 currently dispersed rules, consolidating aspects related to the constitution, operation, management and supervision of funds and their administrators. The Compendium is structured in five chapters, which address: (i) definitions and general concepts; (ii) specific regulation of General Fund Managers (AGF); (iii) rules applicable to supervised funds; (iv) provisions applicable to private funds; and (v) provisions relating to the information and records to be kept by the fund manager.
The main objective of this systematization is to provide the industry with a more coherent, orderly and updated regulatory framework, facilitating its practical application and enabling more efficient supervision by the authority.
CORPORATE GOVERNANCE, RISK MANAGEMENT AND INTERNAL CONTROL.
The Compendium introduces a relevant strengthening of the obligations associated with corporate governance and the risk management and internal control systems of the FGAs. These provisions are articulated with the standards already contained in NCG 507, establishing a more rigorous framework for the identification, measurement, monitoring and control of the risks inherent to both the AGF and the funds under its management.
The proposal reinforces the role of the Board of Directors, which must approve and periodically review risk management policies, the organizational structure and the responsibilities of critical functions. It also requires that FFAs have documented procedures that are updated and proportional to the complexity of their operations, which will imply adjustments to internal manuals, risk matrices, reporting mechanisms and periodic review processes.
In addition, greater integration between the Risk, Compliance, Internal Audit and Valuation functions is promoted, establishing higher standards in terms of functional independence, traceability and effectiveness of controls. This approach seeks to improve the quality of management and strengthen internal and external supervision mechanisms.
3. MARKETING, TRANSPARENCY AND INVESTOR INFORMATION.
The proposal introduces a more detailed framework for the process of selling fund shares, which is structured in three stages: (1) advertising, (2) offering and (3) contracting. Each stage incorporates specific obligations aimed at improving the quality of the information provided and preventing practices that may mislead or confuse investors.
Regarding the dissemination of commercial information, the Compendium establishes that the exhibition of past performance, comparisons between funds or references to benchmarks may only be made when such figures have been calculated and presented in accordance with the Global Investment Performance Standards(GIPS) of the CFA Institute. This requirement seeks to standardize the methodology used and ensure the comparability of the information used in promotional materials.
The regulation also reinforces the duty of the sales force of each AGF to evaluate the suitability of the product to the client’s profile. In those cases in which the investment may not be consistent with the needs, expectations or risk level of the investor, the fund manager must expressly warn of such mismatch and record it, except in the exceptions foreseen for qualified investors.
In addition, the prospectus is replaced by a summary sheet of standardized content and format, which must include key background information on the fund, its risk classification according to the methodology defined by the CMF, portfolio composition, relevant operating information, tax benefits, costs and effective annual expense rates. This fact sheet seeks to facilitate informed decisions through a uniform, clear and comparative format.
Finally, a new standardized way of communicating essential facts is established, requiring the AGF to classify the relevance and evaluate the potential impact of each fact on the assets, liabilities and results of the fund. Additionally, the publication obligations on the web sites of the fund managers are expanded, incorporating historical quota values, effective expense rates, remunerations and commissions, constituted guarantees and closing hours of operations, among other information.
4. VALUATION OF ASSETS AND INDEPENDENT APPRAISERS.
The Compendium introduces stricter requirements for the valuation processes of fund investments, especially in relation to alternative assets and assets whose value cannot be determined by observable prices in active markets. The proposal requires fund managers to have clearly documented valuation methodologies, consistent with the fund’s policy and adjusted to the nature and complexity of its investments.
In this context, the obligation to hire independent appraisal experts, who must have prestige, suitability and verifiable technical experience in the type of assets or instruments they appraise, is reinforced. The regulation establishes explicit requirements regarding the expert’s competencies, the traceability of the valuation process and the documentation that must support the reports issued, in order to improve the objectivity and consistency of the values assigned to the fund’s investments.
The Compendium also incorporates additional obligations to review, update and control the models and assumptions used for valuation, as well as mechanisms to resolve discrepancies between internal and external valuations. These measures seek to strengthen the reliability of the valuation, protect the interests of participants and reduce risks associated with manipulation or arbitrariness in determining the value of assets.
5. G ASG FUNDS AND PREVENTION OF
The regulatory proposal incorporates specific requirements for funds that use names or references related to Environmental, Social and Governance (“ESG“) criteria, with the objective of preventing greenwashing practices and ensuring that the fund’s commercial messages and stated strategy have real support in its investment policy.
In particular, these funds are required to hold directly or indirectly at least 80% of their investments in assets that contribute to sustainability objectives, such as mitigating negative environmental or social impacts, generating positive impacts or improving the resilience of the issuers or projects in which they invest. This obligation seeks to ensure consistency between the fund’s stated strategy and the actual composition of its portfolio.
In addition, the fund manager must clearly document the criteria used to classify assets as ESG, the evaluation and monitoring methods, and the way in which these elements are reflected in the investment decision-making process. The proposal also requires greater transparency to investors regarding the associated risks, the characteristics of the ESG approach adopted and the metrics used to evaluate compliance with sustainability objectives.
These measures seek to raise the standards of disclosure and accountability in the use of ESG designations, promoting consistent and verifiable practices within the fund industry.
The proposed Compendium represents a structural modification of the regulatory framework applicable to the fund industry, raising the standards of operation, control and transparency to be observed by fund managers. Given the scope of the changes, it will be necessary for each entity to evaluate their impact in a timely manner, reviewing internal policies, operating procedures, valuation methodologies and supervision mechanisms, in order to ensure an orderly transition to the requirements finally adopted by the authority.
The public consultation stage is an important opportunity for market players to make technical and operational observations, especially with respect to proportionality criteria, administrative burdens and the practical application of the new standards. Its proper development will allow the implementation of the new regulatory framework to be consistent with the reality and structure of the industry.
