XP Investments US LLC and Rafael Oliveira Case No. 25-20866

State of Maine
Office of Securities
121 State House Station
Augusta, Maine 04333-0121

This Consent Agreement authorized by 10 M.R.S. § 8003(5)(B) concerns the unlicensed activity of XP Investment US, LLC and Rafael Oliveira in the State of Maine. The Consent Agreement ("Agreement") is entered into by and among the Administrator of the Maine Office of Securities ("Administrator"), the Maine Office of the Attorney General, XP Investments US, LLC (CRD #156691) ("XP" or "the Firm"), a broker-dealer with its principal place of business located at 55 West 46th Street, 30th Floor, New York, NY 10036, and Rafael Oliveira (CRD #7240168) ("Oliveira"), a broker-dealer agent affiliated with XP.

WHEREAS, the parties agree as follows:

1. At all relevant times, it has been unlawful for a person to transact business in Maine as a broker-dealer unless licensed or exempt from licensing under the Maine Uniform Securities Act (the "Securities Act"), 32 M.R.S. § 16401.
2. At all relevant times, it has been unlawful for an individual to transact business as a broker-dealer agent unless the individual is licensed or exempt from licensing under the Securities Act, 32 M.R.S. §16402.
3. XP applied to be licensed as a broker-dealer in the State of Maine in March 2025. That application remains pending.
4. Oliveira applied to be licensed as a broker-dealer with XP in Maine in June 2025. That application remains deficient.
5. In response to inquiries from Office of Securities staff ("Staff"), XP informed Staff that it had one (1) Maine retail client. XP further disclosed that the Firm and Oliveira had effected thirteen (13) securities transactions for the Maine client in March 2025. XP was not licensed as a broker-dealer in Maine, and Oliveira was not licensed as a broker-dealer agent in Maine when they effected these transactions, which resulted in commissions and fees totaling $1,453.24.
6. It is the Staff's position that in effecting the securities transactions for a Maine client, XP and Oliveira violated 32 M.R.S. §§ 16401 and 16402, respectively.
7. XP and Oliveira have represented to the Administrator that it was not their intention to violate the Securities Act.
8. All parties desire an expeditious resolution of this matter.

NOW THEREFORE, without trial or adjudication of any issue of fact or law, and without XP or Oliveira admitting or denying that their conduct violated the Securities Act, it is agreed that:

1. XP and Oliveira will comply with all licensing and other legal requirements governing persons acting as securities broker-dealers and broker-dealer agents in the State of Maine at all times from the date hereof.
2. XP shall pay a disgorgement of compensation to the Maine client in the amount of $1,453.24. The Firm shall provide evidence of such disgorgement to the Administrator within 30 days of final execution of this Agreement.
3. XP shall pay a civil fine in the sum of $2,500 via check made payable to "Treasurer, State of Maine," due at the time the signed Agreement is returned to the Office of Securities.
4. Oliveira shall pay a civil fine in the sum of $500 via check made payable to "Treasurer, State of Maine," due at the time the signed Agreement is returned to the Office of Securities.
5. Failure by the Firm or Oliveira to include payment with the signed copy of this Agreement will suspend final execution of this Agreement by the Administrator, at his discretion, until payment is received.
6. Failure by the Firm or Oliveira to adhere to the above conditions may constitute grounds for the Administrator to take any other appropriate actions.

The Administrator will not take further action against XP or Oliveira based solely upon their unlicensed status during the period preceding and including the date of execution of this Agreement, PROVIDED, however, that this paragraph applies only to the thirteen (13) transactions previously disclosed to the Office of Securities by XP.