Circular Letter CVM/SIN 02/26

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br Circular Letter No. 2/2026/CVM/SIN Rio de Janeiro, January 19, 2026

To securities consultants
Subject: Interpretation of provisions of CVM Resolution No. 19/2021

Dear Sir/Madam,

1. This Circular Letter is issued in the context of a progressive increase in the number of market participants registered as securities consultants and aims to widely disseminate interpretations by the Superintendency of Institutional Investor Supervision (“SIN”) regarding CVM Resolution No. 19/2021 (RCVM 19/21), which regulates the activity of securities consulting.

2. As provided, RCVM 19/21 states that the securities consultant’s activity consists of professionally providing services of guidance, recommendation, and advice on investments within the capital market. In this sense, their performance must be guided by independence from issuers and distributors, aiming to align with the interests of the respective investor they serve, in the capacity of their client. Therefore, securities consultants are market participants of the so-called “buy-side,” and not of the “sell-side,” as is the case with investment advisors, who act as agents of securities distributors and are regulated by their own regulations.

3. In this context, the fiduciary duty of the securities consultant is highlighted. This duty includes, without limitation, the obligation to deeply understand the client’s profile, conducting a careful analysis of the risks, costs, and advantages associated with the recommendations presented. Furthermore, the consultant must base their advice on the best interest of the client, placing the investor’s needs and objectives ahead of any personal interests.

4. It should be noted, however, that although the securities consultant plays a fundamental role in guiding and advising on investments, the final decision and order to apply the resources subject to the recommendation always belong exclusively and necessarily to the investor.

Remuneration

5. As already disclosed by this technical area in Letter No. 25/2019/CVM/SIN, on May 29, 2019, still under the validity of CVM Instruction 592, revoked and replaced by RCVM 19, in the interpretation of this technical area, there is no prohibition for the securities consultant to receive remuneration paid by issuers or distributors of securities, provided that such benefit is fully passed on to the investor whose investment caused such remuneration, through the corresponding discount and compensation of the consulting fee charged to the investor. It should be noted that this operational mechanism neutralizes any conflict of interest insofar as (i) the consultant ends up not receiving remuneration additional to that initially agreed with the investor; and (ii) the investor is not burdened with an increase in costs, neither directly nor indirectly. Finally, this technical area emphasizes that such a mechanism should only be admitted as possible and regular through explicit provision allowing it in the respective consulting contract agreed upon with the investor.

6. Additionally, this technical area understands that the consultant who uses the procedure described in the item above must clearly and objectively inform the respective investor of all values received through third parties (i.e., issuers and distributors of securities) that will be deducted from the amounts due by the investor as a consulting fee. In this sense, in order to further strengthen the transparency and credibility of the relationship between the parties, the consultant must present detailed reports to their investors, with the same frequency that the consulting fee is due by the investor to the consultant.

7. With these 2 cumulative measures, namely, (i) prior authorization in the consulting contract; and (ii) calculation record of the consulting fee charge, this technical area understands that the adoption of such remuneration compensation mechanism will be duly formalized and informed to investors.

Forwarding of Investment Orders / Consulting Report

8. As already previously disclosed in the aforementioned Letter, this technical area also does not see regulatory impediments for the securities consultant to use recommendation reports, to be sent to entities part of the distribution system (intermediaries) in order to operationalize such recommendations, which may be received and executed by the respective intermediaries, functioning as evidence of the investor’s order.

9. It should be noted that the recommendation reports described in the item above must, necessarily, (i) have the specific and objective description of the condition(s) of the recommended operation(s), including, without limitation, the identification of assets, reference financial values, conditions and/or bands, etc.; and (ii) have the prior and express approval of the client for the execution of the recommended operations, as identified in the respective report.

10. This technical area warns, however, that recommendation reports containing investment descriptions that are not specific and objective will not be admitted, in order to mitigate any possibility of discretionary action by consultants, which is prohibited and constitutes a regulatory offense, considering that the execution order of the respective recommended operations lies with the investor.

11. Thus, observing the conditions described above, recommendation reports may be included in the general concept of “communication channels and tools” as provided in Art. 1, §7º.

Certification

12. This technical area reiterates the necessity and importance that securities consultants, in observance of their fiduciary duty towards their clients, have and maintain the appropriate technical capacity compatible with the complexity of the markets and product segments in which they operate. In this sense, SIN reiterates the need for corporate consultants to take all necessary measures so that the team responsible for the securities consulting activity is formed by, at least, 80% (eighty percent) of consultants certified by exams recognized by CVM according to Annex A of RCVM 19/21, or consultants authorized by CVM in the activity of securities consultant.

Sincerely,

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