Circular Letter No. 7/2020-CVM/SMI on Autonomous Agent Remuneration Based on RLP Spread

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 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 7/2020-CVM/ Rio de Janeiro, August 26, 2020. To Directors responsible for CVM Instructions No. 497 and 505/11 with Intermediaries Subject: Remuneration of autonomous agents based on RLP spread. Dear Sir,

1. The Superintendency of Market and Intermediary Relations - SMI has received inquiries from market participants regarding the possibility of paying remuneration to autonomous investment agents with a portion of the spread captured by the intermediary institution in the negotiation of assets in the Retail Liquidity Provider - RLP modality.
2. The view of this Superintendency is that RLP is not, strictly speaking, an investment product offered to the investor, but rather a specific and regulated modality for handling offers for the negotiation of certain assets, currently index mini-contracts and dollar mini-contracts. In this context, although under current regulations the investor must opt for the RLP order-handling system ("opt-in"), it is certain that the intermediary has agreed with its client on the terms of charging for the intermediary services provided, with many cases involving no brokerage charges on RLP offers.
3. Thus, the use of incentives for the intermediary's sales force and agents (AAIs) based on a parameter completely decoupled from the benefit - or potential benefit - to the client, such as the eventual gain of the brokerage as counterparty obtained from the operation of the bid/ask spread of the book with RLP offers, could promote a misalignment of interests between the intermediary and its clients, prohibited by Article 30 of CVM Instruction 505.
4. Therefore, it does not seem appropriate that the remuneration of the autonomous agent be based on the gain obtained by the intermediary in these cases. In fact, a charge made in such a manner could indicate the mentioned misalignment of interests of the intermediary in relation to its clients, resulting in a potential violation of Article 30 and the sole paragraph of CVM Instruction 505, similar to the situation treated in item 55 of Circular Letter No. 4/2018-CVM/SMI.
   Sincerely,
   Document electronically signed by Francisco José Bastos Santos, Superintendent, on 26/08/2020, at 19:01, based on Article 6, paragraph 1, of Decree No. 8.539, of October 8, 2015.
   The authenticity of the document can be verified on the site https://sei.cvm.gov.br/conferir_autenticidade, by providing the verification code 1084483 and the CRC Code B01B2282. This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Código Verificador" 1084483 and the "Código CRC" B01B2282. Reference: Process No. 19957.005567/2020-53 SEI Document No. 1084483