CVM Resolution No. 134 of June 10, 2022

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 134, OF JUNE 10, 2022
Amends CVM Resolution No. 35, of May 26, 2021.

The PRESIDENT OF THE COMMISSION OF SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a meeting held on May 25, 2022, considering the provisions of item I of art. 8, § 1 of art. 17 and item “f” of item I of art. 18 of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:

Art. 1. CVM Resolution No. 35, of May 26, 2021, shall enter into force with the following wording:

“Art. 20. The intermediary must adopt, in the execution of orders, all measures sufficient to obtain the best possible result for the client, taking into account the price, cost, speed, probability of execution and settlement, volume, nature, and any other relevant consideration for the execution of the order.

§ 1. Except as provided in § 2, when applying the criteria related to the main text for assessing the best execution of an order from a non-qualified investor, according to specific regulation, the total disbursement for the operation, represented by the price of the security and the costs related to execution, which includes all and any expense borne by the investor, must be considered the predominant factor.

§ 2. When there is specific instruction, the intermediary must execute the order under the condition indicated by the client.” (NEW)

“Art. 21. The intermediary must establish internal rules, procedures, and controls regarding the execution of orders, in order to:
I – allow it to obtain the best conditions available in the market for the execution of its clients' orders, subject to the provisions of art. 20; II – enable, at any time, the linkage between the transmitted order, the respective offer, and the transaction carried out; and III – ensure that there has been disclosure to clients regarding:
a) the organized markets in which the intermediary is admitted as a participant; and b) the different organized markets in which securities may be traded, even if the intermediary is not a participant in all these markets.

§ 1. The intermediary that operates in an organized market must establish the rules, procedures, and controls referred to in this article, containing, at minimum:
I – types of orders accepted;
II – time for receiving orders;
III – method of transmission;
IV – validity period of orders;
V – refusal procedures;
VI – registration of orders;
VII – cancellation or alteration of orders;
VIII – method and criteria for attending to received orders; IX – method and criteria for distribution of transactions carried out; and X – factors that determine the choice of market and negotiation system for the execution of the order, when they are not indicated by the client.

§ 2. Except regarding specific procedures provided in the regulation of the organized market administrator entity approved by the CVM:
I – in case of competition of orders, priority for execution must be determined by the chronological criterion; and II – in case of concurrent orders given simultaneously by clients who are not related persons and by related persons to the intermediary, orders from clients who are not related persons to the intermediary must have priority.

§ 3. The rules referred to in the main text and their amendments must:
I – be drafted in clear and easy-to-understand language; II – be previously informed to clients; and III – be available on the intermediary's page on the worldwide computer network, in applications, and in other forms of interaction with the client, in an easily accessible location.” (NEW)

“Art. 22. The intermediary must archive with the administrator entity of the market of which it is a participant the rules referred to in art. 21, as well as any amendments to such rules, prior to their respective entry into force, in the manner and timeframes established by these entities.” (NEW)

“Art. 31. The intermediary must exercise its activities with good faith, diligence, and loyalty towards its clients.

§ 1. It is prohibited for the intermediary to prioritize its own interests or those of persons related to it to the detriment of clients' interests.

§ 2. The intermediary must not consider, for the purposes of the decision referred to in art. 20, any benefits of any nature accrued and not passed on to the client.” (NEW)

Art. 2. CVM Resolution No. 35, of 2021, shall enter into force supplemented by the following articles:

“Art. 13-A. In accordance with the regulation of the organized market administrator entity of the stock exchange, upon receiving orders that require the adoption of special procedures, the intermediary must:
I – alert its clients about the need to carry out special procedures; II – obtain an express declaration from the selling client regarding:
a) the lack of knowledge of any relevant information about the issuer of the security that has not been disclosed to the public; b) the existence of a link with controlling shareholders or with the administration of the issuer of the security; and c) the total quantity of securities involved in the operation; and III – immediately inform the administrator entity of the organized stock market, for the adoption of the procedures provided for.” (NEW)

“Art. 22-A. Intermediaries that operate in an unorganized over-the-counter market must maintain on their page on the worldwide computer network, in an organized, free, and easily accessible manner, at minimum, the following information:
I – the rules referred to in the main text of art. 21; and II – regarding transactions of securities in secondary markets, a file containing information about transactions carried out in the last 18 (eighteen) months, containing, at minimum:
a) identification of the security; b) date of the operation; c) nature of the operation (purchase or sale); d) quantity; e) price; and f) volume.” (NEW)

“Art. 22-B. Intermediaries that operate in an unorganized over-the-counter market must, furthermore, send to the CVM, regarding the transactions referred to in item II of art. 22-A, information about transactions carried out in the format, means, and periodicity determined by the Superintendence of Market and Intermediary Relations – SMI.” (NEW)

“Art. 36-A. The intermediary must keep available in an easily accessible location on its page on the worldwide computer network, in applications, and in other forms of interaction with the client, guidance on the functioning of the loss compensation mechanism in the organized markets in which it is a participant, including, at minimum, information on:
I – types of operations covered by the mechanism; and II – procedures necessary for the investor to claim compensation for their loss, including a link to the page of the self-regulatory entity responsible for administering the mechanism.” (NEW)

Art. 3. This Resolution enters into force on January 2, 2023.

Electronically signed by
MARCELO BARBOSA
President