XP ADVISORY US, INC.

XP Advisory US, Inc. CRD# 173779 Form ADV Part 2A Firm Brochure 701 Brickell Ave Suite 1350 Miami, FL 33131 Phone: (786) 725-5983 April 20, 2026 This Brochure provides information about the qualifications and business practices of XP Advisory US, Inc. (“XP Advisory”). If you have any questions about the contents of this Brochure, please contact us at (786) 725-5983. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. XP Advisory is a Registered Investment Adviser. Registration of an investment adviser does not imply any level of skill or training. The oral and written communications of an adviser provide you with information you can use in deciding whether to hire or retain an adviser. Additional information about XP Advisory is also available via the SEC’s website at www.adviserinfo.sec.gov. 1 [ CLASSIFICAÇÃO: PÚBLICA ]  Item 2 – Material Changes Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since the last filing, we have made the following changes: • Marcelo Coscarelli has assumed the role of Officer, Treasurer and President of XP Advisory US, Inc. • Cesar Florido is no longer acting as President and has now assumed the role of Officer of XP Advisory US, • Inc., and continues to serve as Head of Wealth Management. Launched a new wrap fee program, separate from our existing wrap program. This new program has its own Wrap Fee Brochure, which describes its services, fee structure, and investment approach. More information provided in Item 4 (Advisory Business) and Item 5 (Fees and Compensation). • We have adopted an additional doing-business-as (“DBA”) name, XP Asset Management (USA), under which it may conduct advisory business. If you would like a current copy of our brochure at any time free of charge, please contact us at 701 Brickell Avenue, Suite 1350, Miami, FL 33131 or (786) 725-5983. 2 [ CLASSIFICAÇÃO: PÚBLICA ]  Item 3 - Table of Contents Item 2 – Material Changes ............................................................................................................................................. 2 Item 3 -Table of Contents ............................................................................................................................................... 3 Item 4 – Advisory Business ............................................................................................................................................. 4 Item 5 – Fees and Compensation ................................................................................................................................... 7 Item 6 – Performance-Based Fees and Side-By-Side Management .............................................................................. 12 Item 7 – Types of Clients .............................................................................................................................................. 12 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ....................................................................... 12 Item 9 – Disciplinary Information ................................................................................................................................. 15 Item 10 – Other Financial Industry Activities and Affiliations ...................................................................................... 15 Item 11 – Code of Ethics ............................................................................................................................................... 16 Item 12 – Brokerage Practices ...................................................................................................................................... 18 Item 13 – Review of Accounts ...................................................................................................................................... 19 Item 14 – Client Referrals and Other Compensation ................................................................................................... 20 Item 15 – Custody ......................................................................................................................................................... 21 Item 17 – Voting Client Securities ................................................................................................................................ 21 Item 18 – Financial Information ................................................................................................................................... 21 3 [ CLASSIFICAÇÃO: PÚBLICA ]  Item 4 – Advisory Business XP Advisory US, Inc. (“XP Advisory” or “the Firm”), formerly known as XP Private, Inc., is registered as an investment adviser with the U.S. Securities and Exchange Commission. XP Advisory US, Inc. (hereinafter “XP Advisory”) has been located in Miami, Florida since November 2014. XP Advisory is directly owned by XP Inc. The following paragraphs describe our services and fees. Please refer to the description of the investment advisory services listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words “we,” “our” and “us” refer to XP Advisory, and the words “you,” “your” and “client” refer to you as either a client or prospective client of our firm. Also, you may see the term Associated Person throughout this brochure. As used in this brochure, our Associated Persons are our firm’s officers, employees, and all individuals providing investment advice on behalf of our firm. Investment Management Services We offer discretionary and non-discretionary investment management services. Our investment advice is tailored to meet our clients' needs and investment objectives. If you retain our firm for investment management services, we will meet with you to determine your investment objectives, risk tolerance, and other relevant information (the "suitability information") at the beginning of our advisory relationship. We will use the suitability information we gather to develop a strategy that enables our firm to give you continuous and focused investment advice and/or to make investments on your behalf. As part of our investment management services, we will customize an investment portfolio for you in accordance with your risk tolerance and investing objectives. We may also invest your assets using a predefined strategy, or we may invest your assets according to one or more model portfolios developed by our firm, sub-advisers, or third-party investment advisers/model portfolio managers. Once we construct an investment portfolio for you or select a model portfolio, we will monitor your portfolio's performance on an ongoing basis, and we will rebalance the portfolio as required by changes in market conditions and in your financial circumstances. If you participate in our discretionary portfolio management services, we require you to grant our firm discretionary authority to manage your account. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased for your account) by providing our firm with your restrictions and guidelines in writing. Generally, clients may not impose restrictions on investing in certain securities or types of securities in our models or accounts or models managed by a sub-adviser or third-party investment adviser. If you enter into non-discretionary arrangements with our firm, we must obtain your approval prior to executing any transactions on behalf of your account. XP Advisory provides investment management services to clients with an extensive array of products that allow them to efficiently access the international capital markets. At XP Advisory, we are committed to being a partner of choice and strive to curate an exceptional suite of products chosen to fit the needs of clients. We are an open platform but give full due diligence reviews to each of the proposed products in a client’s portfolio, ensuring that it fits not only their investment profile but also our investment fundamentals and management team screening. Investment accounts are subject to the written investment guidelines and investment objectives (the "Investment Guidelines") as directed by each client and approved by XP Advisory. The Investment Guidelines may be amended from time to time by written notice from the client. XP Advisory recommends purchases and sales of domestic and foreign securities and instruments. The majority of our clients are high-net worth individuals and corporations. We know how important it is to understand the unique needs and perspectives of our clients. Our approach offers the following: 4 [ CLASSIFICAÇÃO: PÚBLICA ]  • A personalized boutique approach to navigating risks and opportunities. • We structure each client’s investment portfolios according to an asset allocation model that takes into account their risk and return objectives. • We emphasize a balanced approach to asset allocation, seeking to diversify the holdings by the products, sectors, and regions of the investments. • Our open-architecture platform allows us to provide a global selection of financial products from a wide variety of financial institutions. • We remain nimble to the changes in both the financial markets as well as to the personal circumstances of our clients. Recommendation of Sub-Advisers As part of our overall portfolio management strategy, we may also recommend affiliated and/or unaffiliated sub- advisers to manage all or a portion of your account. All sub-advisers recommended by our firm must either be registered as investment advisers or exempt from registration requirements. These sub-advisers may specialize in traditional or alternative investments. Factors that we take into consideration when making our recommendations include, but are not limited to, the following: the sub-adviser’s performance, methods of analysis, fees, and your financial needs, investment goals, risk tolerance, and investment objectives. Once a sub-advisory account has been established, we will provide all administrative and clerical duties that are required to service your account. The sub-adviser will have little or no direct contact with you. Our responsibility to you will be to: (i) continuously evaluate the performance of your portfolio to ensure the sub-adviser selected adheres to your asset allocation guidelines; (ii) make recommendations regarding the sub-adviser as market factors and your personal goals dictate, (iii) assume discretionary authority to hire or fire the sub-adviser where such action is deemed to be in your best interest. Important Information about Affiliated Sub-Advisers. The XP Investment Management service makes available to clients investment services that are offered by XP Advisory Gestão de Recursos Ltda, which is affiliated with XP Advisory through common ownership and control. XP Advisory has a potential conflict of interest to the extent that XP Advisory would advise a client to select investment services offered by an affiliate of XP Advisory over a non-affiliated sub-adviser. For more information, see Item 10 - Other Financial Industry Affiliations and Activities. Wrap Fee Program XP Advisory is the portfolio manager and sponsor of the XP Advisory US Wrap Fee Program (“the Program”). Our portfolio management services are offered through the Program for a single fee that includes certain administrative fees, portfolio management fees, and commissions. The overall cost you will incur if you participate in our wrap fee program may be higher or lower than you might incur by separately purchasing the types of securities available in the program. XP Advisory does not offer non-wrap accounts. As portfolio manager, XP Advisory is responsible for the research, security selection, and implementation of transaction orders in the client's account. The transactions in the client's account will be executed by XP Investments US, LLC (“XPI”), an affiliated FINRA member introducing broker-dealer. Client assets are held at Pershing, LLC (“Pershing”). XP Advisory receives a portion of the Wrap Fee for portfolio management services. XPI will receive a portion of the fee for trade execution expenses and Pershing will receive a portion of the fee for its custodial services. If client selects an external custodian, transactions will be executed by external custodian, and the client is responsible for paying the custodial fees and brokerage commissions generated by external custodian. The terms and conditions under which a client participates in XP Advisory’s wrap fee program will be set forth in a written agreement between the client and XP Advisory. For detailed information about the XP Advisory US Wrap Fee Program, please see our wrap fee brochure (Part 2A Appendix 1 of Form ADV). 5 [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory acts as the sponsor and introducing adviser of the XP Advisory US SMA Wrap Fee Program (“SMA Wrap Fee Program”), designed to assist clients in obtaining professional portfolio management for a convenient inclusive “wrap fee”. As introducing adviser, XP Advisory is responsible for selecting the Portfolio Managers into the program. The program gives clients access to professionally managed investments strategies that are managed by Program Managers that are independent third-party investments advisers. The Program Managers will have sole discretionary authority over the management of the client’s SMA account. Client assets are held at Pershing. XP Advisory will receive a single asset-based fee that covers services provided. Program Managers will receive a Program Fee management of investment strategy. The terms and conditions under which a client participates in XP Advisory’s SMA wrap fee program will be set forth in a written agreement between the client and XP Advisory. For detailed information about the XP Advisory US SMA Wrap Fee Program, please see our wrap fee brochure (Part 2A Appendix 1 of Form ADV). Selection of Third-Party Investment Advisers, Platforms and Programs We have entered into agreements with various third-party investment advisers for the provision of certain investment advisory services. Factors considered in the selection of a third-party investment adviser include but may not be limited to i) Our firm’s preference for a particular third-party investment adviser; ii) the client’s risk tolerance, goals, and objectives, as well as investment experience; and, iii) the amount of client assets available for investment. In order to assist clients in the selection of a third-party investment adviser, we will typically gather information from you about your financial situation and investment objectives. The third-party investment adviser may customize your portfolio by blending traditional investment strategies with an allocation to asset classes. Generally, securities transactions will be decided upon and executed by the third-party investment adviser on a discretionary basis. This means that the third-party investment adviser selected will have the ability to buy and sell securities in your account without obtaining your approval. We will not manage or obtain discretionary authority over the assets in accounts participating in these programs; however, clients may grant us the discretionary authority to hire and fire such third-party investment advisers. Generally, clients may not impose restrictions on investing in certain securities or types of securities in accounts managed by a third-party investment adviser. We will periodically review the reports provided to you by third-party investment advisers. We will contact you at least annually, or more often to review your financial situation and objectives, communicate information to the third-party investment adviser managing the account as necessary, and, assist you in understanding and evaluating the services provided by the third-party investment adviser. Please notify us of any changes in your financial situation, investment objectives, or account restrictions. A complete description of the services provided, the amount of total fees, the payment structure, termination provisions, and other aspects of the third-party investment adviser’s advisory business are detailed and disclosed in i) the third-party investment adviser’s Form ADV Part 2A (or comparable disclosure brochure); ii) the program wrap brochure (if applicable) or other applicable disclosure documents; iii) the disclosure documents of the individual portfolio manager(s) selected; or, iv) the third-party investment adviser’s account opening documents. A copy of all relevant disclosure documents of the third-party investment adviser and the individual portfolio manager(s) will be provided to anyone interested in these programs/managers. Consolidation Services XP Advisory also offers consolidation and reporting services for clients’ securities portfolios and other financial investments (“outside assets”) for which XP Advisory does not provide management or advisory services. Where the client directs its outside custodian(s) to provide outside account information to us, XP Advisory will provide 6 [ CLASSIFICAÇÃO: PÚBLICA ]  the client with monthly reports including a description of the client’s global assets and a comparison with benchmark indicators. The report will only include information about the outside assets for which the client grants access through third-party custodians, so designated in the written agreement between the client and us. The report shall not be construed as any form of advice or opinion issued by XP Advisory on the client’s assets not managed by XP Advisory. Investment Services to Pooled Investment Vehicles XP Advisory also provides investment advisory services to domestic and offshore pooled investment vehicles that are exempt from SEC registration (“Institutional Advisory Services”). XP Advisory’s investment advisory related services to pooled investment vehicles are subject to the terms set forth in their Private Placement Memorandum or Explanatory Memorandum. Please see further information under Items 10 and 14 of this brochure. Types of Investments We offer our clients a wide variety of investment options through an open architecture investment platform. Equities and Options Another core component of a well-diversified portfolio is global equity products. At XP Advisory, we provide market access to a wide range of financial instruments, such as listed U.S. and International stocks, ETFs, equity and index options, and ADRs. Fixed Income Fixed income products are an important component of a well-diversified portfolio. We develop many of our strategies based on bond management techniques that focus on adding value while managing risks. We offer a comprehensive range of fixed income products, including treasuries, government notes and bonds, corporate bonds, emerging market bonds, international sovereign bonds, and agency bonds. Mutual Funds Another important option for well-structured portfolios is the addition of mutual funds and the inherent diversification they provide. Through our open architecture, we work with experienced fund managers who have established track records and a solid understanding of risk management. Our approach includes a range of fund managers, providing options that cater to the needs of international investors. Regulatory Assets Under Management As of December 31, 2025, we managed approximately $721,336,265 in client assets on a discretionary basis and approximately $70,983,243 in client assets on a non-discretionary basis. Item 5 – Fees and Compensation Fees for Advisory Services Fees charged by XP Advisory are established in a client’s Investment Advisory Agreement. Client pays an ongoing advisory fee based upon the value of assets in the client's account (an "asset-based fee"). XP Advisory’s advisory representatives have the authority to negotiate the fee, but all fees are subject to the approval of the firm’s Head of Wealth Management or Chief Compliance Officer. XP Advisory charges a management fee, which is a percentage of the assets under management. On an annualized basis, our maximum investment fees are up to 2%. The fees are based on several factors, including, but not limited to the services offered to the client, the complexity of the services to be provided, the level of client assets managed by XP Advisory, the inclusion of consulting services, and/or the overall relationship with XP Advisory. Further information regarding XP Advisory US Wrap Fee Program, please see Appendix 1 – Wrap Fee Program 7 [ CLASSIFICAÇÃO: PÚBLICA ]  Brochure. For more information on XP Advisory US SMA Wrap Fee Program, please see Appendix 1 – SMA Wrap Fee Program Brochure. The market value of your account will be determined by calculating the average daily balance of your account during the preceding quarter. Account margin balances will be included in the computation of advisory fees. For purposes of calculating investment fees, XP Advisory uses the term “Assets Under Management”, which may be different from the asset value as reported on brokerage statements provided by the client’s account custodian. Assets Under Management is defined as the total absolute value of the assets in the Account(s), long or short, plus all credit balances, with no offset for any margin or debt balances. Fees will be calculated using the following formula: Assets Under Management (based on the average daily balance for the preceding quarter) * Annual Fee / 4 = Quarterly Fee. XP Advisory will either bill you directly for payment of our fees or the fees will be deducted from your account. Fees are billed quarterly in arrears. Other fee arrangements may be agreed upon but must be clearly described in the advisory agreement. Selection of Third-Party Investment Advisors, Platforms and Programs Recommended third-party money managers/programs charge separate fees in addition to our above referenced management fees. The advisory fee you pay to the money manager is established and payable in accordance with the brochure provided by each money manager to which you are referred. These fees may or may not be negotiable. You should carefully review the recommended money manager’s brochure and consider the money manager’s fees, program fees, and our fees to determine the total amount of fees you will pay. We will receive a referral fee from the third-party advisor. Our compensation may differ depending upon our individual agreement with each third-party advisor. As such, we have an incentive to recommend one third-party advisor over another third-party advisor with whom we have a less favorable compensation arrangement or other advisory programs offered by third-party advisors with whom we have no compensation arrangements. Clients are not required to use the services of any third-party advisor recommended by us. The statements you receive from the qualified custodian(s) holding your account(s) will show the amount of advisory fees paid. You should carefully review account statements for accuracy. If you have a question regarding your account statement, or if you did not receive a statement from your custodian, please contact us directly at the telephone number on the cover page of this brochure. Fees for Consolidation Services Fees charged by XP Advisory are established in a client’s Consolidation Services Agreement. The agreed-upon fee will be an annual fee ranging from 0.05% to 0.25% of the value of the outside assets as determined by the client’s third-party custodian. The fee will be calculated based on the net daily average value of the client’s consolidated assets. The fee will be charged quarterly for online portfolios and monthly for offline portfolios. XP Advisory’s advisory representatives have the authority to negotiate the fee based on several factors, including, but not limited to the complexity of the consolidation services to be provided, the level of client assets consolidated by XP Advisory, and/or the overall relationship with XP Advisory. All fees are subject to the approval of the firm’s President / Head of Wealth Management or Chief Compliance Officer. Consolidation fees will be billed directly to the client and due within 10 days of the client’s receipt of an invoice from XP Advisory. Alternatively, if the client maintains an account at our affiliated broker-dealer, XPI, the client may provide XP Advisory with written authorization to deduct the consolidation fees directly from the client’s brokerage account at XPI no sooner than 5 business days after the end of each billing period. All fees and fee payment arrangements will be set forth in the agreement between the client and us. 8 [ CLASSIFICAÇÃO: PÚBLICA ]  Performance-Based Fees We also charge performance-based fees to certain “Qualified Clients,” who, pursuant to Rule 205-3 under the Investment Advisers Act of 1940, have at least $1,100,000 under management by our firm, immediately upon entering into an advisory agreement with us for performance-based compensation; or, they must have at least $2,200,000 in net worth, exclusive of their primary residence. In such cases, we charge a maximum of 30% of the annual gross profits for the account in performance fees. These fees are invoiced directly to the client and are payable quarterly in arrears unless otherwise negotiated. The performance fee allocation is subject to a “high water mark” provision. No performance fee will be charged, except to the extent that the amount of capital increase exceeds the sum of any cumulative loss in the account on a yearly basis. In the event the client makes a complete withdrawal from the account on a date other than the end of the year, fees will be due at the time of withdrawal. Annual gross profits are defined as the difference in the value of the account for the previous 4 quarters, adjusted for deposits and withdrawals made during the year. Clients should note that a fee in excess of 3.00% of assets under management is in excess of industry norms and similar advisory services can be obtained for less. Wrap Program Fees For detailed information regarding advisory fees and fee-paying arrangements in regard to the XP Advisory US Wrap Fee Program, please see our wrap fee brochure (Part 2A Appendix 1 Wrap Fee Program of Form ADV). For detailed information regarding advisory fees and fee-paying arrangements regarding the XP Advisory US SMA Wrap Fee Program, please see our wrap fee brochure (Part2A Appendix 1 of Form ADV). Fee Billing In our sole discretion, we allow accounts of members of the same household and multiple accounts of entities and their members to be aggregated for purposes of determining the advisory fee. We may allow such aggregation, for example, where we service accounts on behalf of minor children of current clients, individual, and joint accounts for a spouse, and other types of related accounts. This consolidation practice is designed to allow the client(s) the benefit of an increased asset total, which could potentially allow the account(s) to be assessed a reduced advisory fee based on the breakpoints available in the firm’s fee schedule as stated above. We will deduct our fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when you have given our firm written authorization in accordance with the investment advisory agreement you sign with us that permits the fees to be paid directly from your account. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements for accuracy. We will also receive a duplicate copy of your account statements. Under certain circumstances, you may request to be billed directly for our fees instead of having them debited from your account. Payment in full is expected upon invoice presentation. Fees are usually deducted from a designated client asset account to facilitate billing. Other Fees and Expenses The fees XP Advisory charges are negotiable based on the amount of assets under management, the complexity of client goals and objectives, and the level of services rendered. For accounts with external custodians, clients may incur certain charges imposed by custodians, brokers, advisers, and other third parties such as the following: fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. All fees paid to XP Advisory for investment advisory services are separate and distinct from the fees and expenses charged to shareholders by mutual funds or exchange traded funds. These fees and expenses are described in each fund's prospectus. These fees generally include a management fee, other fund expenses, and a possible distribution fee. If the fund also imposes sales charges, you may pay an initial or deferred sales charge. 9 [ CLASSIFICAÇÃO: PÚBLICA ]  You could invest in a mutual fund directly, without the services of XP Advisory. In this case, you would not receive the services provided by XP Advisory, which are designed, among other things, to assist you in determining which mutual fund or funds are most appropriate to your financial condition and objectives. Accordingly, you should review both the fees charged by the funds and the fees charged by XP Advisory to fully understand the total amount of fees to be paid by you to evaluate the advisory services being provided. Although XP Advisory uses its best efforts to purchase lower-cost mutual fund shares when available, some mutual fund companies do not offer institutional classes or funds that do not pay 12b-1 distribution fees. Mutual Fund Share Classes Mutual funds generally offer multiple share classes based on certain eligibility and/or purchase requirements. For instance, in addition to retail share classes (typically referred to as class A, class B, and class C shares), mutual funds may also offer institutional share classes or other share classes that are specifically designed for purchase by investors who meet certain specified eligibility criteria, including, for example, whether an account meets certain minimum dollar amount thresholds or is enrolled in an eligible fee-based investment advisory program. Institutional share classes usually have a lower expense ratio than other share classes. XP Advisory and its Associated Persons have a financial incentive to recommend or select share classes that have higher expense ratios because such share classes generally result in higher compensation. The Company has taken steps to address this conflict of interest, including providing its Associated Persons with training and guidance on this issue, as well as conducting periodic reviews of client holdings in mutual fund investments to ensure the appropriateness of mutual fund share class selections and whether alternative mutual fund share class selections are available that might be more appropriate given the client’s particular investment objectives and any other appropriate considerations relevant to mutual fund share class selection. Certain money market funds and other mutual funds in which clients invest make payments to us, our Associated Persons, or our related parties, pursuant to a Rule 12b-1 distribution plan or other arrangement as compensation for distribution, shareholder services, recordkeeping, or administrative services. These payments are generally paid from the fund’s total assets and can be paid by a fund’s adviser or distributor. The Rule 12b-1 distribution plan and other fee arrangements are disclosed in each fund’s registration statement. For clients investing in mutual funds, XP Advisory requires that the Associated Person purchase the share class most beneficial to the Client, generally the institutional or advisory share class. In some cases, these share classes are not made available by the sponsor fund. In these cases, XP Advisory will seek a comparable, similar mutual fund that provides an advisory share class, and offer the fund and share class to the client. If no comparable fund with an advisory share class is available, the client may pay higher fees that include 12b-1 fees. Although XP Advisory automatically credits client accounts with any 12b-1 fees received during the period an account is managed by XP Advisory, clients should not assume that they will be invested in the share class with the lowest available expense ratio. Please contact us for more information about share class eligibility. Further information regarding fees and charges assessed by a mutual fund is available in each mutual fund’s prospectus. Although we use our best efforts to purchase lower-cost mutual fund shares when available, some mutual fund companies do not offer institutional classes or funds that do not pay 12b-1 distribution fees. Compensation for the Sale of Securities Certain Executive officers and other Associated Persons of XP Advisory are registered representatives of XPI, an affiliated broker-dealer, and a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). XP Advisory and XPI are affiliated through common ownership. In their capacity as registered representatives, these persons will receive commission-based compensation in connection with the purchase and sale of securities, including 12b-1 fees for the sale of investment company products. Compensation earned by these persons in their capacities as registered representatives is separate and in addition to our advisory fees. This practice presents a conflict of interest because persons providing investment advice on 10 [ CLASSIFICAÇÃO: PÚBLICA ]  behalf of our firm who are registered representatives have an incentive to effect securities transactions for the purpose of generating commissions rather than solely based on your needs. As a matter of general policy, we aggressively discourage activities that put your interests anywhere but first. Additionally, we have instituted compliance procedures and a code of ethics that requires our Associated Persons to uphold their fiduciary duty by acting in the best interest of the client. XP Advisory considers several factors when determining the appropriate fees for each client: the amount of assets, the anticipated time involved in structuring initial and ongoing recommendations to the client, and the types of expertise required for the client’s portfolio. Clients are not obligated to utilize the brokerage services of XPI. Lower or higher fees may be charged by other firms for comparable services. General Information About Fees XP Advisory does not independently value your assets. We rely on your custodian to calculate the value of your assets held in your account. For the initial quarter, the valuation date will be the day the account is funded. Fees for the initial quarter shall be prorated for the actual number of days of services provided to the client during the quarter. The parties agree that fair market value shall mean (i) the available net asset value as of the valuation date for registered mutual funds held either directly by the Fund or by the custodian; and (ii) with respect to other assets, the value determined by client’s custodian or custodians. For assets that have no readily ascertainable market value reported by your custodian, we will discuss with you and agree on an appropriate valuation method in advance. Any appraisal of assets shall be at the client’s sole expense. The aggregate fair market value of assets in related accounts may be combined when fees are calculated. The Adviser may modify the above fee schedule 30 days following written notice to the client. The factors that XP Advisory considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions) are further explained in Item 12 - Brokerage Practices. Clients may terminate their Investment Advisory Agreement with XP Advisory, without penalty and with a full refund of the initial fee (if any), by giving XP Advisory written notice within five (5) business days after signing the agreement. Thereafter, either party may terminate the Investment Advisory Agreement by providing 30 days prior written notice to the other party. Upon termination of any account, any prepaid, unearned fees after deducting any costs incurred through the effective date of termination will be promptly refunded to the client. In calculating a client’s reimbursement of fees, we will prorate the reimbursement according to the number of days remaining in the billing period. Clients can use the following formula to calculate the amount of reimbursement of prepaid fees: (Prepaid fee for billing period – (fee% * AUM in account * Number of days the agreement was effective during billing period) – costs incurred during billing period = Amount of reimbursement to client). The client will be sent a detailed statement, which will show the calculation of reimbursement and list the incurred costs. After XP Advisory’s agreement is terminated, XP Advisory will have no further duties or obligations to the client. Upon termination of accounts held in custody at Pershing, Pershing will deliver securities and funds held in the account as instructed by the client, unless the client requests that the account be liquidated. After the agreement has been terminated, transactions are processed at the prevailing brokerage rates. The client then becomes responsible for monitoring their own assets and XP Advisory has no further obligation to act on or provide advice with respect to those assets. For Institutional Advisory Services, XP Advisory is compensated as agreed upon in the investment advisory agreement, which differs from the fee practices set out above. 11 [ CLASSIFICAÇÃO: PÚBLICA ]  Item 6 – Performance-Based Fees and Side-By-Side Management Performance-based fees are fees based on a share of capital gains or capital appreciation of a client’s account. As disclosed above, we charge performance-based fees to “Qualified Clients,” who, pursuant to Rule 205-3 under the Investment Advisers Act of 1940, have at least $1,000,000 under management by our firm, immediately upon entering into an advisory agreement with us for performance-based compensation; or, they must have at least $2,100,000 in net worth, exclusive of their primary residence. The amount of the performance-based fee we charge is described in the “Fees and Compensation - Item 5” section in this Brochure. We manage accounts that are charged performance-based fees while at the same time managing accounts (perhaps with similar objectives) that are not charged performance-based fees ("side-by-side management"). Performance-based fees and side-by-side management create conflicts of interest, which we have identified and described in the following paragraphs. Performance-based fees create an incentive for our firm to make investments that are riskier or more speculative than would be the case absent a performance fee arrangement. In order to address this potential conflict of interest, a senior officer of our firm periodically reviews client accounts to ensure that investments are suitable and that the account is being managed according to the client's investment objectives and risk tolerance. Performance-based fees may also create an incentive for our firm to overvalue investments which lack a market quotation. In order to address such conflict, we have adopted policies and procedures that require our firm to "fairly value" any investments, which do not have a readily ascertainable value. Side-by-side management might provide an incentive for our firm to favor accounts for which we receive a performance-based fee. For example, we may have an incentive to allocate limited investment opportunities, such as initial public offerings, to clients who are charged performance-based fees over clients who are charged asset- based fees only. To address this conflict of interest, we have instituted policies and procedures that require our firm to allocate investment opportunities (if they are suitable) in an effort to avoid favoritism among our clients, regardless of whether the client is charged performance fees. Item 7 – Types of Clients XP Advisory provides investment advisory services for high-net-worth individuals, trusts, pooled investment vehicles, and corporations. Most of XP Advisory’s clients are non-U.S. residents with a concentration of Latin American clients. The minimum investment to open and maintain an advisory account is $500,000. XP Advisory’s minimum annual fee for all accounts and services is $5,000, which may be waived at the discretion of the principal. Upon your request, we may aggregate related accounts for spouses and minor children for the purposes of calculating portfolio valuation and our fees. We may negotiate our fees taking into consideration such things as the number and size of your accounts, your relationship with other clients, the length of our relationship with you, the complexity of your personal circumstances or desired investment strategies, and other factors. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss “Investing in securities involves risk of loss that clients should be prepared to bear.” Our open-architecture platform allows clients to select products from multiple providers. In line with our investment methodology, we provide our clients with customized investment strategies that incorporate a wide mix of products from the best financial firms in the world. 12 [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory uses the following methods of analysis: fundamental analysis. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. The primary risk in using fundamental analysis is that while the overall health and position of a company may be good, market conditions may negatively impact the security. The investment strategies associated with the pooled investment vehicles that XP Advisory provides Institutional Advisory Services to are set forth in the specific investment’s Private Placement Memorandum or Explanatory Memorandum. XP Advisory uses long-term and short-term purchasing strategies, designed to capture market rates of both return and risk. Frequent trading, when done, can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Investing in securities involves a risk of loss that clients should be prepared to bear. General Investment Risk: All investments come with the risk of losing money. Investing involves substantial risks, including the complete possible loss of principal plus other losses, and may not be suitable for many members of the public. Investments, unlike savings and checking accounts at a bank, are not insured by the government to protect against market losses. Different market instruments carry different types and degrees of risk, and you should familiarize yourself with the risks involved in the particular market instruments in which you intend to invest. Loss of Value: There can be no assurance that a specific investment will achieve its investment objectives and past performance should not be seen as a guide to future returns. The value of investments and the income derived may fall as well as rise and investors may not recoup the original amount invested. Investments may also be affected by any changes in exchange control regulation, tax laws, withholding taxes, international, political, and economic developments, and government, economic or monetary policies. Interest Rate Risk: Fixed income securities and funds that invest in bonds and other fixed income securities may fall in value if interest rates change. Generally, the prices of debt securities rise when interest rates fall, and their prices fall when interest rates rise. Longer-term debt securities are usually more sensitive to interest rate changes. Fixed Income Market Risk: Fixed income securities increase or decrease in value based on changes in interest rates. If rates increase, the value of fixed income securities generally declines. On the other hand, if rates fall, the value of the fixed income securities generally increases. Credit Risk: Investments in bonds and other fixed income securities are subject to the risk that the issuer(s) may not make required interest payments. An issuer suffering an adverse change in its financial condition could lower the credit quality of a security, leading to greater price volatility of the security. A lowering of the credit rating of a security may also offset the security's liquidity, making it more difficult to sell. Funds investing in lower quality debt securities are more susceptible to these problems and their value may be more volatile. Foreign Exchange Risk: Foreign investments may be affected favorably or unfavorably by exchange control regulations or changes in the exchange rates. Changes in currency exchange rates may influence the share value, the dividends or interest earned, and the gains and losses realized. Exchange rates between currencies are determined by supply and demand in the currency exchange markets, the international balance of payments, governmental intervention, speculation, and other economic and political conditions. If the currency in which a security is denominated appreciates against the US Dollar, the value of the security will increase. Conversely, a decline in the exchange rate of the currency would adversely affect the value of the security. 13 [ CLASSIFICAÇÃO: PÚBLICA ]  Margin Risk: When you purchase securities, you may pay for the securities in full or you may borrow part of the purchase price from your broker-dealer. If you intend to borrow funds in connection with your account, you will be required to open a margin account, which will be carried by the broker-dealer of your account. The securities purchased in such an account are the broker-dealer’s collateral for its loan to you. If the securities in a margin account decline in value, the value of the collateral supporting this loan also declines, and, as a result, a brokerage firm is required to take action, such as issue a margin call and/or sell securities or other assets in your accounts, in order to maintain necessary level of equity in the account. It is important that you fully understand the risks involved in trading securities on margin, which are applicable to any margin account that you may maintain, including any margin account that may be established as a part of our Investment Management Services and held by your broker-dealer. These risks include the following: • You can lose more funds than you deposit in your margin account. • The broker-dealer can force the sale of securities or other assets in your account. • The broker-dealer can sell your securities or other assets without contacting you. • You may not be able to choose which securities or other assets in your margin account are liquidated or sold to meet a margin call. • The broker-dealer may move securities held in your cash account to your margin account and pledge the transferred securities. You may not be entitled to an extension of time on a margin call. Risks Associated with Investing in Options: Transactions in options carry a high degree of risk. A relatively small market movement will have a proportionately larger impact, which may work for or against the investor. The placing of certain orders, which are intended to limit losses to certain amounts, may not be effective because market conditions may make it impossible to execute such orders. Selling an option generally entails considerably greater risk than purchasing options. Although the premium received by the seller is fixed, the seller may sustain a loss well in excess of that amount. The seller will also be exposed to the risk of the purchaser exercising the option and the seller will be obliged either to settle the option in cash or to acquire or deliver the underlying investment. If the option is "covered" by the seller holding a corresponding position in the underlying investment or a future on another option, the risk may be reduced. Risks Associated with Investing in Equities: Investments in equities generally refer to buying shares of stocks by an individual or firms in return for receiving a future payment of dividends and capital gains if the value of the stock increases. There is an innate risk involved when purchasing a stock that it may decrease in value and the investment may incur a loss. Risks Associated with Investing in Exchange Traded Funds (ETF): Investing in stocks & ETF’s carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Investments in these securities are not guaranteed or insured by the FDIC or any other government agency. Risk of Loss Each type of security has its own unique set of risks associated with it and it would not be possible to list here all the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it. Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future 14 [ CLASSIFICAÇÃO: PÚBLICA ]  performance. Mutual funds are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities, or any combination thereof. The fund will have a manager that trades the fund’s investments in accordance with the fund’s investment objective. While mutual funds generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. The returns on mutual funds can be reduced by the costs of managing the funds. Additionally, while some mutual funds are “no load” and charge no fee to buy into, or sell out of, the fund, other types of mutual funds charge such fees which can also reduce returns. Mutual funds can also be “closed end” or “open end.” So-called “open end” mutual funds continue to allow in new investors indefinitely, which can dilute other investors’ interests. Recommendation of Particular Types of Securities We recommend various types of securities, and we do not necessarily recommend one particular type of security over another since each client has different needs and a different tolerance for risk. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with that investment. The investment risks associated with the pooled investment vehicles that XP Advisory provides Institutional Advisory Services to are set forth in the specific investment’s Private Placement Memorandum or Explanatory Memorandum. Item 9 – Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of XP Advisory or the integrity of XP Advisory’s management. XP Advisory has no disciplinary information to disclose at this time. Additional information about XP Advisory is also available via the SEC’s website at www.adviserinfo.sec.gov. Item 10 – Other Financial Industry Activities and Affiliations XP Advisory is affiliated with XPI (“XPI”), a FINRA member broker-dealer. XP Inc. directly owns 100% of XP Advisory and indirectly owns 100% of XPI through 100% ownership of XP Holding International, LLC. XPI and XP Advisory are located in the same office in Miami, FL. Several of XP Advisory’s management and associated persons are registered and associated with XPI as registered representatives. For example, Jared Wilson is the Chief Compliance Officer of both entities. XP Advisory utilizes XPI as an introducing broker-dealer for the majority of the securities transactions of advisory clients. Advisory clients’ assets are held in custody at an unaffiliated qualified custodian, such as Pershing, LLC, or another broker-dealer, bank, trust company, or other qualified custodian selected by the client. XPI and/or associated persons of XPI receive compensation for brokerage transactions effected in these advisory accounts and for the purchase of investment products recommended, which poses a conflict of interest. For example, XP Advisory utilizes XPI as an introducing broker-dealer for certain equity, fixed income, options, and mutual fund trades; this is due to, among other factors, market-competitive commission rates, a trading interface with tools suitable for clients’ equity and fixed income trading activities, and quality of execution. XPI has established policies and procedures to mitigate conflicts and address applicable regulatory requirements. However, lower fees for comparable services may be available from other sources. Clients are encouraged to request additional 15 [ CLASSIFICAÇÃO: PÚBLICA ]  information regarding potential conflicts of interest. XP Advisory Gestão de Recursos Ltda (“XP Advisory Gestão”) is an affiliated investment company located in Brazil. XP Advisory maintains a sub-advisory agreement with its affiliate, XP Advisory Gestão. XP Inc. directly owns 100% of XP Advisory and indirectly owns 100% of XP Advisory Gestão through 100% ownership of XP Investimentos S/A. Pursuant to the sub-advisory agreement in place, XP Advisory may receive from XP Advisory Gestão a portion of the advisory fees charged to its customers. XP Advisory and XP Advisory Gestão maintain clients in common. XP Corretora de Seguros Ltda (“XP Corretora de Seguros”) is an affiliated insurance company that offers life and pension products. XP Corretora de Seguros Ltda is located in Brazil and regulated by Superintendência de Seguros Privados (SUSEP). XP Inc. directly owns 100% of XP Advisory and indirectly owns 100% of XP Corretora de Seguros through 100% ownership of XP Investimentos S/A. XP Advisory and XP Corretora de Seguros may maintain clients in common. XP Advisory Ltda (“XP Advisory Brazil”) is an affiliated investment advisory located in and regulated by the Brazil Security and Exchange Commission. XP Inc. directly owns 100% of XP Advisory and indirectly owns 100% of XP Advisory Brazil through 100% ownership of XP Investimentos S/A. XP Advisory and XP Advisory Brazil maintain clients in common. XP Investimentos Corretora de Câmbio, Valores e Titulos Mobiliarios SA (“XP Investimentos”) is a broker-dealer and municipal securities dealer in Brazil. It is one of the companies under the XP Inc. group and under common control and ownership with XP Advisory. XP Investimentos is registered with the Securities Commission (CVM – Comissao de Valores Mobiliarios) in Brazil. XP Advisory and XP Investimentos maintain clients in common. XP Advisory is a member and the investment manager to XP Global Strategies SPC (“XP Global Strategies”) and XP Multiple Strategies SPC (“XP Multiple Strategies”), both Cayman Islands exempted companies registered as segregated portfolio companies (“SPCs”). XP Advisory’s advice to XP Global Strategies and XP Multiple Strategies is limited to the objectives and investment strategies set forth in the investment’s Offering Memorandum. Within the XP Global Strategies SPC and the XP Multiple Strategies SPC, there are various segregated portfolio(s) (“SPs”) of the companies. The assets of the SPs are invested in accordance with the terms of their governing documents. XP Advisory charges asset-based fees that are established in its investment advisory agreements with XP Global Strategies and XP Multiple Strategies and in accordance with the terms of the Offering Memorandum. Investment in XP Global Strategies and XP Multiple Strategies is not available to US investors and is not directly or indirectly sold in the US. However, a potential conflict of interest may exist with non-US clients because certain foreign affiliates of XP Advisory may have an incentive to recommend that non-US clients invest in XP Global Strategies and/or XP Multiple Strategies, thereby increasing the compensation XP Advisory or its affiliates receive. XP Advisory addresses such conflicts of interest by honoring its obligation to act in the best interests of clients, by not charging an advisory fee on client investments with XP Global Strategies and/or XP Multiple Strategies, and by disclosing such conflicts of interest to its clients. Item 11 – Code of Ethics XP Advisory has adopted a Code of Ethics (the “Code”) for all supervised persons of the firm describing its high standard of business conduct, and fiduciary duty to its clients. The Code includes provisions relating to the confidentiality of client information, a prohibition on insider trading, a prohibition of rumor mongering, restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, and personal securities trading procedures, among other things. All supervised persons at XP Advisory must acknowledge the terms of the Code annually, or as amended. XP Advisory anticipates that, in appropriate circumstances, consistent with clients’ investment objectives, it will 16 [ CLASSIFICAÇÃO: PÚBLICA ]  recommend to investment advisory clients or prospective clients over which it has management authority, the purchase or sale of securities in which XP Advisory, its affiliates, and/or clients, directly or indirectly, have a position of interest. XP Advisory’s employees and associated persons are required to follow XP Advisory’s Code. Subject to satisfying this policy and applicable laws, officers, directors, and employees of XP Advisory and its affiliates may trade for their own accounts in securities, which are recommended to and/or purchased for XP Advisory’s clients. The Code is designed to assure that the personal securities transactions, activities, and interests of XP Advisory’s employees will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Under the Code, certain classes of securities have been designated as exempt transactions, based upon a determination that these would materially not interfere with the best interest of XP Advisory’s clients. In addition, the Code requires pre-clearance of many transactions and restricts trading in close proximity to client trading activity. Nonetheless, because the Code in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. Employee trading is continually monitored under the Code to reasonably prevent conflicts of interest between XP Advisory and its clients. Certain affiliated accounts may trade in the same securities with client accounts on an aggregated basis when consistent with XP Advisory’s obligation of best execution. In such circumstances, the affiliated and client accounts will share commission costs equally and receive securities at a total average price. XP Advisory will retain records of the trade order (specifying each participating account) and its allocation, which will be completed prior to the entry of the aggregated order. Completed orders will be allocated as specified in the initial trade order. Partially filled orders will be allocated on a prorated basis. Any exceptions will be explained on the order. XP Advisory’s clients or prospective clients may request a copy of the Firm’s Code by contacting Jared Wilson, the Chief Compliance Officer. Principal Transactions: In a principal transaction, XP Advisory US, Inc., acting on its own account (or an affiliate's account) purchases a security from, or sells a security to, an advisory client. XP Advisory US, Inc. and its Supervised Persons may sell to our advisory clients, securities owned by XP Investments US, LLC, our affiliated broker-dealer, or they may buy securities owned by clients to XP Investments US, LLC. All such transactions will comply with the provisions under Section 206(3) of the Advisers Act governing principal transactions to advisory clients. Specifically, XP Investments US, LLC will act from time to time as a principal in connection with sales of securities, to accounts of advisory clients, unless the account is covered under the Employee Retirement Income Security Act of 1974, as amended (ERISA). Principal transactions are prohibited in ERISA accounts. XP Investments US, LLC will typically charge a commission on the trade but will receive compensation in the form of a mark-up from the price at which it purchased the security or a mark-down from the price at which it sold the security, and/or spread in the net price at which principal transactions are executed. This compensation is separate from and in addition to other compensation paid to XP Advisory US, Inc. and its Supervised Persons for advisory services. Thus, there is a conflict of interest in deciding to execute trades through XP Investments US, LLC’s trading desk on a principal basis. XP Advisory US, Inc. and XP Investments US, LLC will only engage in principal transactions when a written disclosure has been provided to the client and the client has given written consent. In addition, XP Advisory US, Inc. has policies and procedures in place to assure clients receive best execution with respect to trades, regardless of whether the trade is executed by XP Investments US, LLC’s trading desk or an unaffiliated dealer. XP Advisory may recommend that certain non-US clients invest in the pooled investment vehicles it manages. The nature and scope of XP Advisory’s financial interest are disclosed in the recommended pooled investment vehicle’s Private Placement Memorandum or Explanatory Memorandum, which is delivered to prospective investors to whom XP Advisory recommends. 17 [ CLASSIFICAÇÃO: PÚBLICA ]  Item 12 – Brokerage Practices Broker-Dealer Recommendation and Best Execution Where the client is not referred by an existing broker-dealer and/or the client does not otherwise designate a broker-dealer, XP Advisory will recommend XPI. However, ultimately it is the client’s decision to select a broker- dealer and custodian. Lower fees for comparable services may be available from other sources. XP Advisers does not receive referral fees from recommended broker-dealers. In recommending XPI, XP Advisory will consider relevant information about XPI including, but not limited to, the following: financial stability; reputation and integrity; commission rates; trading expertise; facilities; reliability in executing trading and keeping records; fairness in resolving disputes; and scope of financial services offered. • • • • • • • • XP Advisory seeks to ensure that its clients receive the best overall qualitative execution for securities transactions executed at XPI by continually monitoring and reviewing the best execution capability of XPI. When assessing the best execution capability of XPI, XP Advisory will consider the following factors: execution speed, execution capabilities, responsiveness, commission rates/transaction costs, size and type of transaction, complexity of a particular transaction, and overall execution quality. Research and Other Soft Dollar Benefits XP Advisory does not have any soft dollar arrangements. Soft dollar arrangements occur when the adviser receives research or other products or services other than execution from a broker-dealer or a third party in connection with client securities transactions. Brokerage for Client Referrals Neither XP Advisory nor any of its related persons selects or recommends broker-dealers in order to receive client referrals from a broker-dealer or third party in return. Directed Brokerage While we routinely recommend XPI and its clearing firm(s), in limited circumstances, XP Advisory’s clients can choose where they want to hold their assets. XP Advisory may assist clients in negotiating fees and choosing the custodian that will best serve the client’s interest for custody and execution. XP Advisory does not benefit from or receive any compensation based upon any discounts that XP Advisory negotiates. The final decision of choosing custodians is always with the client. XP Advisory may have discretion as to the selection of securities brokers, real estate brokers, securities dealers, insurance agents, banks, financial institutions, securities issuers, and the like, for the execution of transactions on behalf of the client, unless otherwise directed by the client by signing the Directed Broker Acknowledgment Exhibit of the Investment Advisory Agreement. The client recognizes that by directing XP Advisory to use a particular broker, the client may pay higher brokerage commissions or receive less favorable prices than might otherwise be possible, and may not obtain best execution because: The commission rate charged to their account(s) will be the rate the client negotiated with the • 18 [ CLASSIFICAÇÃO: PÚBLICA ]  brokerage firm, and XP Advisory will make no attempt to negotiate commissions on their behalf. As a result, the commissions paid by the client may be higher than those paid by other clients of XP Advisory whose trades are executed through the same or other broker-dealers. XP Advisory will not seek better execution services or prices from other broker-dealers. The benefits of aggregating the client’s orders with other client orders will be lost. • • • Orders for the client’s trades may have to be entered either before or after another client’s order for the same security, with the result that market movements may work against the client’s orders. See Item 10 above for information regarding client trades placed through XPI, an affiliated introducing broker- dealer. Securities transactions for the client may be aggregated with securities transactions for other clients of XP Advisory in order to obtain better execution. XP Advisory may cause the client and other clients to pay a brokerage commission that is higher than commissions generally available in recognition of the value of services provided to XP Advisory by a particular broker or dealer, provided that such services shall be obtained in accordance with Rule 28(e) promulgated under the Securities Exchange Act of 1934, as amended. Services obtained in connection with securities transactions for the client may also benefit other clients of XP Advisory. Brokerage Services for Institutional Advisory Clients – For Institutional Advisory Services clients, XP Advisory does not execute client transactions and does not select or recommend broker-dealers for client transactions. Item 13 – Review of Accounts XP Advisory monitors its managed accounts on a systematic basis. TheHead of Investment Management, for XP Advisory, will review a sample of accounts quarterly with the assistance of the Compliance Department. More frequent reviews may be undertaken because of changes in market conditions, changes of security position(s), requests by clients for a meeting or the occurrence of such meeting, or changes in the client's investment objectives or policies of XP Advisory. With respect to account performance, XP Advisory reviews each account on a quarterly basis. XP Advisory reviews each of the following objectives with each client to communicate and manage clients’ expectations: • Strategy The investment adviser representative meets with the client to set the asset management strategy and allocation model. • Opportunities Based on the asset allocation model, the investment adviser representative then identifies appropriate investment opportunities. • Due Diligence Due diligence is conducted by the investment adviser representative on selected investments and adjustments made, if necessary. • Review Investment adviser representatives will review proposed investment recommendations and due diligence to ensure compatibility with the client's investment strategy before making final recommendations to the client. • Performance Investment performance is internally reviewed periodically and with the client in response to changes in asset management strategy. Written reports are sent to clients at least quarterly stating their account performance, asset allocation, securities 19 [ CLASSIFICAÇÃO: PÚBLICA ]  held in their account, any purchase or sale of securities within the account, and overall market performance. Along with the quarterly reports, XP Advisory recommends quarterly client/adviser meetings to review the past quarter’s performance and discuss potential changes in the client’s objectives. In addition to our reports, you will receive at least quarterly account statements from your custodian summarizing your current holdings and transactions in your account(s). XP Advisory will send an email to clients on an annual basis recommending they review their account information to ensure it is accurate and current. The email will contain personal, financial, and account information. If information is missing or incorrect, the client needs to contact their advisory representative and update. In addition, we recommend that the client schedule a call or meeting with their advisory representative to review the account portfolio. Brokerage Services for Institutional Advisory Clients – For Institutional Advisory Services clients, XP Advisory review of accounts and reports it provides (if any) are set forth in the investment advisory agreement with the client. Item 14 – Client Referrals and Other Compensation XP Advisory may pay referral fees to or enter into referral arrangements with eligible third parties (“Promoters”) to offer XP Advisory’s advisory services or programs pursuant to Rule 206(4)-1 of the Investment Advisers Act of 1940. Where required, XP Advisory will enter into a written agreement with an eligible Promoter. Under such arrangements, XP Advisory will compensate the Promoters directly if a client enters into a relationship with XP Advisory. This compensation will be ongoing and made up of a portion of the investment advisory fee XP Advisory charges the client, which may be up to 55% of the advisory fee. A Promoter will provide the prospective client with a statement disclosing the terms of the Promoter’s arrangement with XP Advisory, including that the Promoter has a financial incentive to endorse XP Advisory based solely on the compensation the Promoter stands to receive. XP Advisory will ensure that Promoters are properly licensed or registered in accordance with state securities laws if required. Clients will not be charged additional or higher than XP Advisory’s normal advisory fees because of the referral compensation arrangement. Certain associated persons and/or management personnel of XP Advisory may also be employed as registered representatives with XPI. In this capacity, they may facilitate the purchase and/or sale of securities, and other investment products for their clients, who may or may not have an advisory fee agreement with XP Advisory. XP Advisory’s representatives may receive compensation for these non-advisory services that they may provide. Such compensation would be in addition to the advisory and other fees that the adviser might receive. Transaction charges or other charges for services to clients by XPI may be more or less than what other broker-dealers not recommended by XP Advisory charge for comparable services. Investment products purchased or sold in broker- dealer accounts may generate transaction fees that would not exist if the purchase or sale were made directly through the issuer of the security, such as a mutual fund company. Mutual funds held in broker-dealer accounts also charge management fees. These mutual fund management fees may be more or less than the mutual fund management fees charged if the client held the mutual fund directly with the mutual fund company. These management fees are in addition to the management fee charged by XP Advisory. XP Advisory is the investment manager to XP Global Strategies SPC (“XP Global Strategies”) and XP Multiple Strategies SPC (“XP Multiple Strategies”) for which it receives asset-based compensation. XP Global Strategies and XP Multiple Strategies are not available to US investors and is not directly or indirectly sold in the US. However, a potential conflict of interest may exist with non-US clients because certain foreign affiliates of XP Advisory may have an incentive to recommend that non-US clients invest in XP Global Strategies and/or XP Multiple Strategies, thereby increasing the compensation XP Advisory or its affiliates receive. XP Advisory addresses such conflicts of interest by honoring its obligation to act in the best interests of clients, by not charging an advisory fee on client investments with XP Global Strategies and/or XP Multiple Strategies and by disclosing such conflicts of interest to 20 [ CLASSIFICAÇÃO: PÚBLICA ]  its clients. Recommendation of Other Advisors We may recommend that you use a third-party investment adviser or program as part of our asset allocation and investment strategy. In these cases, XP Advisory will share in the compensation received by the third-party investment adviser. The compensation arrangement presents a conflict of interest due to a financial incentive to recommend the services of a third-party investment adviser. You are not required to use the services of any recommended third-party investment adviser. Item 15 – Custody Where we directly debit your account(s) for the payment of our advisory fees, we are deemed to exercise limited custody over your funds or securities. In such cases, we do not have physical custody of your funds and/or securities. Your funds and securities will be held with a bank, broker-dealer, or other independent, qualified custodian. You will receive account statements from the independent, qualified custodian(s) holding your funds and securities at least quarterly. The account statements from your custodian(s) will indicate the amount of our advisory fees deducted from your account(s) each billing period. XP Advisory urges you to carefully review such statements and compare such official custodial records to the account statements that we may provide to you. Our statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Item 16 – Investment Discretion XP Advisory may receive discretionary authority from the client at the outset of an advisory relationship to select the identity and amount of securities to be bought or sold. In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objectives for the particular client account. When selecting securities and determining amounts, XP Advisory adheres to the investment policies, limitations, and restrictions of the clients for which it advises. For registered investment companies, XP Advisory’s authority to trade securities may also be limited by certain federal securities and tax laws that require diversification of investments and favor the holding of investments once made. Changes to a client’s investment guidelines and restrictions must be provided to XP Advisory in writing. Item 17 – Voting Client Securities As a matter of firm policy and practice, XP Advisory does not have any authority to and does not vote proxies on behalf of advisory clients. Clients will receive proxy materials directly from the custodian. However, in the event we receive any written or electronic proxy materials, we will forward them directly to the client. Clients retain the responsibility for receiving and voting proxies for any and all securities maintained in client portfolios. At the advisory client’s request, XP Advisory may provide advice to clients regarding the clients’ voting of proxies. Item 18 – Financial Information XP Advisory does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. XP Advisory has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding. 21 [ CLASSIFICAÇÃO: PÚBLICA ] 

Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Item 1 - Cover Page XP Advisory US, Inc. CRD# 173779 701 Brickell Ave Suite 1350 Miami, FL 33131 Phone: (786) 725-5983 April 20, 2026 XP Advisory US, Inc. is a registered investment adviser. An "investment adviser" means any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities. Registration with the SEC or any state securities authority does not imply a certain level of skill or training. This wrap fee program brochure provides information about the qualifications and business practices of XP Advisory US, Inc. If you have any questions about the contents of this brochure, please contact us at (786) 725-5983. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about XP Advisory US, Inc. is available on the SEC’s website at www.adviserinfo.sec.gov. [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 2 Item 2 - Material Changes The purpose of this page is to inform you of any material changes since the previous version of this wrap fee brochure. Since the last filing, we have made the following changes: • Marcelo Coscarelli has assumed the new role of Officer, Treasurer and President of XP Advisory US, Inc. • Cesar Florido is no longer President and has assumed the role of Officer of XP Advisory US, Inc., and continues to serve as Head of Wealth Management. • We have adopted an additional doing-business-as (“DBA”) name, XP Asset Management (USA), under which it may conduct advisory business. If you would like to receive a complete copy of our current wrap fee brochure free of charge at any time, please contact us at (786) 725-5983. [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 3 Item 3 - Table of Contents Item 1 - Cover Page ....................................................................................................................................... 1 Item 2 - Material Changes ............................................................................................................................. 2 Item 3 - Table of Contents ............................................................................................................................ 3 Item 4 – Services, Fees and Compensation .................................................................................................. 4 Item 5 - Account Requirements and Types of Clients ................................................................................. 10 Item 6 - Portfolio Manager Selection and Evaluation ................................................................................. 10 Item 7 - Client Information Provided to Portfolio Managers ...................................................................... 14 Item 8 - Client Contact with Portfolio Managers ........................................................................................ 15 Item 9 - Additional Information .................................................................................................................. 16 [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 4 Item 4 – Services, Fees and Compensation Services XP Advisory US, Inc. (“XP Advisory,” “the Firm,” “Us,” “We”) offers a wrap fee program, the XP Advisory US Wrap Fee Program (“Wrap Fee Program”), whereby XP Advisory manages client accounts for a single, bundled fee that includes our investment management fees, certain transaction, custodial, and administrative costs. Under the Wrap Fee Program, XP Advisory offers discretionary and non-discretionary investment management services designed to assist clients in obtaining professional portfolio management for a convenient inclusive “wrap fee.” Discretionary investment management means we will make investment decisions and place buy or sell orders in your account without contacting you prior. Discretionary authorization is granted to us by you in a written agreement. This allows us to decide on specific securities, and the quantity of the securities, and place buy or sell orders for your account without obtaining your approval for each transaction. This type of authorization is granted using either the investment advisory agreement you sign with us, a limited power of attorney agreement, and/or trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased for your account) by providing us with restrictions and guidelines in writing. Non- discretionary investment management means that we must obtain your approval prior to placing any trades in your account. Recommendation of Sub-Advisers As part of our overall portfolio management strategy, we may also recommend affiliated and/or unaffiliated sub- advisers to manage all or a portion of your account. All sub-advisers recommended by our firm must either be registered as investment advisers or exempt from registration requirements. These sub-advisers may specialize in traditional or alternative investments. Factors that we take into consideration when making our recommendations include, but are not limited to, the following: the sub-adviser’s performance, methods of analysis, fees, and your financial needs, investment goals, risk tolerance, and investment objectives. Once a sub- advisory account has been established, we will provide all administrative and clerical duties that are required to service your account. The sub-adviser will have little or no direct contact with you. Our responsibility to you will be to: (i) continuously evaluate the performance of your portfolio to ensure the sub-adviser selected adheres to your asset allocation guidelines; (ii) make recommendations regarding the sub-adviser as market factors and your personal goals dictate, (iii) assume discretionary authority to hire or fire the sub-adviser where such action is deemed to be in your best interest. Important Information about Affiliated Sub-Advisers. The XP Investment Management service makes available to clients investment services that are offered by XP Advisory Gestão de Recursos Ltda, which is affiliated with XP Advisory through common ownership and control. XP Advisory has a potential conflict of interest to the extent that XP Advisory would advise a client to select investment services offered by an affiliate of XP Advisory over a non-affiliated sub-adviser. For more information, see Item 10 - Other Financial Industry Affiliations and Activities. There are no differences in how we manage wrap fee accounts and how we manage other accounts. Our investment advice is tailored to meet our clients' needs and investment objectives. Once the portfolio allocation has been agreed upon, the ongoing supervision and management of the portfolio will be our responsibility for accounts where XP Advisory is the main advisor. For accounts where XP Advisory is the sub-adviser of record, the ongoing supervision and management of the portfolio will be the responsibility of the main advisor / third party [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 5 manager. Additional information of responsibility can be found on the Sub-Advisor Agreement. As investment manager, XP Advisory is responsible for research, security selection, and implementation of transaction orders in the client’s account. The Wrap Fee Program is only offered to clients that maintain accounts at Pershing, LLC (“Pershing”), the selected qualified custodian introduced through XP Investments US, LLC (“XP Investments”). Both Pershing and XP Investments are members of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). Transactions in client accounts are executed by XP Investments. Because XP Investments is affiliated through common control and ownership with XP Advisory, we have a financial incentive to use Pershing for securities transactions based on the relationship and compensation arrangements between XP Investments and Pershing. Please see the Broker-Dealer Affiliations sub-section below under Item 9 for additional information regarding our brokerage practices and related conflicts of interest. XP Advisory receives a portion of the Wrap Fee for investment management services. XP Investments will also receive a portion of the fee for trade execution expenses and Pershing will receive a portion of the wrap fee for its custodial services. The terms and conditions under which a client participates in the Wrap Fee Program are set forth in the written agreement between the client and XP Advisory. The overall cost incurred from participation in the Wrap Fee Program may be higher or lower than if the services were purchased separately. XP Advisory provides investment management services to clients with an extensive array of products that allow them to efficiently access international capital markets. We are an open platform but conduct due diligence on each product proposed in clients’ portfolios, ensuring that it fits not only their investment profile but also Our investment fundamentals and management team screening. Investment accounts are subject to the written investment guidelines and investment objectives (the "Investment Guidelines") as directed by each client and approved by XP Advisory. The Investment Guidelines may be amended from time to time by written notice from the client. XP Advisory recommends purchases and sales of domestic and foreign securities and instruments. A majority of our clients are high net worth individuals and corporations. XP Advisory also provides investment advisory services to domestic and offshore pooled investment vehicles that are exempt from SEC registration (“Institutional Advisory Services”). XP Advisory’s investment advisory related services to pooled investment vehicles are subject to the terms set forth in their Private Placement Memorandum or Explanatory Memorandum. Wrap accounts are managed to diversify clients’ investments and may include various types of securities such as listed U.S. and International stocks, exchange traded funds (ETFs), equity and index options, and (American depository receipts (ADRs); fixed income products, including treasuries, government notes and bonds, corporate bonds, emerging market bonds, international sovereign bonds, and agency bonds; and, mutual funds. Other types of investments may also be recommended where we deem such investments appropriate based on your stated goals and objectives. We may also make recommendations regarding any type of investment held in your portfolio at the inception of the advisory relationship. Asset allocation models diversified among investment styles and/or asset classes are developed and managed by us or sub-advisers based on research conducted by XP Advisory, for accounts where XP Advisory is the main advisor. If XP Advisory is the sub-adviser, asset allocation models are developed and managed based on research conducted by the main advisor of record. Additional information on responsibility can be found in the Sub-Advisor Agreement. Once the client portfolio is constructed, XP Advisory provides continuous supervision of the portfolio as changes in the market conditions and client circumstances may require. Investments and allocations are determined based on the clients’ predefined objectives, risk tolerance, time horizons, financial horizons, financial [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 6 information, and other various suitability factors. Further restrictions and guidelines imposed by clients may affect the composition and performance of a client’s portfolio. For these reasons, the performance of the portfolio might not be identical with other clients of XP Advisory. We review clients’ financial circumstances and investment objectives on an ongoing basis and make adjustments to clients’ portfolios or allocation models as may be necessary to achieve the desired results. In providing the contracted services, we are not required to verify any information we receive from you or from your other professionals (e.g., attorney, accountant, etc.) and we are expressly authorized to rely on the information you provide. You must promptly notify our firm of any changes in your financial circumstances or investment objectives that might affect the manner in which your accounts should be managed. Fees XP Advisory offers the Wrap Fee Program which charges a single asset-based fee for its management services, which includes the cost of investment management services and certain transaction, custodial, and administrative costs. XP Advisory will either bill you directly for payment of our fees or the fees will be deducted from your account held at Pershing. If the client has multiple accounts managed by XP Advisory, we may deduct the fee from a single, client-designated account to facilitate billing. We will deduct our fee automatically from your account through your qualified custodian, Pershing only when the following requirements are met: • We have authorization from you, in writing, permitting the fees to be paid directly from an account held by the qualified custodian. • • We disclose to you that it is your responsibility to verify the accuracy of the fee calculation and that the qualified custodian holding your funds and securities will not determine whether the fee is accurately calculated. The qualified custodian holding your funds and securities agrees to send you a statement, at least quarterly, showing all funds that came out of your account including the amount of the advisory fee paid directly to our firm. We encourage you to carefully review the statements you receive from the qualified custodian holding your funds and securities. If you have questions about your statements, or if you did not receive a statement from the qualified custodian, please call our office number located on the cover page of this brochure. The fee charged to the account is negotiable and is set forth in the agreement for services between the client and XP Advisory. Upon entering into the agreement, you will open an account with XP Investments, which maintains a fully disclosed clearing relationship with Pershing to provide custodian and clearing services. Pershing’s relationship with XP Advisory is limited to the clearing relationship maintained with XP Investments. Pershing will provide you with securities custody services. On an annualized basis, the management fee will be a fee of up to 2% considering the Assets Under Management. The annual fee for the Wrap Fee Program is billed quarterly in arrears based on the average daily balance for the preceding calendar quarter. Fees will be assessed pro rata in the event the investment management is executed at any time other than the first day of a billing period. [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 7 Unless otherwise instructed by you, we will combine the value of related accounts fee calculation/payment purposes to assist you in meeting fee breakpoints and therefore potentially lowering the overall fee. XP Advisory extends this option to accounts residing in the same household and certain members of the same family. For example, we combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. Termination The agreement for services may be terminated within five (5) business days of signing the agreement without penalty and with a full refund of the initial fee (if any), by giving XP Advisory written notice within five (5) business days after signing the agreement. Thereafter, either party may terminate the Investment Advisory Agreement by providing 30 days prior written notice to the other party. Upon termination of any account, any prepaid, unearned fees after deducting any costs incurred through the effective date of termination will be promptly refunded to the client. In calculating a client’s reimbursement of fees, we will prorate the reimbursement according to the number of days remaining in the billing period. Clients can use the following formula to calculate the amount of reimbursement of prepaid fees: (Prepaid fee for billing period – (fee% * AUM in account * Number of days the agreement was effective during billing period) – costs incurred during billing period = Amount of reimbursement to client). The client will be sent a detailed statement, which will show the calculation of reimbursement and list the incurred costs. After XP Advisory’s agreement is terminated, XP Advisory will have no further duties or obligations to the client. Upon termination of accounts held in custody at Pershing, Pershing will deliver securities and funds held in the account as instructed by the client, unless the client requests that the account be liquidated. After the agreement has been terminated, transactions are processed at the prevailing brokerage rates. The client then becomes responsible for monitoring their own assets and XP Advisory has no further obligation to act on or provide advice with respect to those assets. In determining whether to establish a Wrap Fee Program account, you are advised that the overall cost of the Wrap Fee Program may be higher or lower than you might otherwise incur by purchasing separately the types of securities available in the Wrap Fee Program. In order to compare the cost of the Wrap Fee Program with unbundled services, you should consider the turnover rate in our investment strategies, trading activity in the account, and standard advisory fees and brokerage commissions that would be charged by XP Investments, or at other broker-dealers, custodians, and investment advisers. Additional Fees and Expenses The fees are charged as described above and are not based on a share of capital gains of the funds of an advisory client. The Wrap Fee Program Fee includes the costs of brokerage commissions for transactions executed through Pershing (or a broker-dealer designated by Pershing), and charges relating to the settlement, clearance, or custody of securities in the account. The Wrap Fee Program fees do not include mark-ups and mark-downs, dealer spreads or other costs associated with the purchase or sale of securities, interest, taxes, or other costs, such as national securities exchange fees, charges for transactions not executed through XP Investments, costs associated with exchanging currencies, wire transfer fees, financial leverage margin (for margin account at Pershing), margin extension, corporate action, clearing firm cost per trade, maintenance fee for alternatives, or other fees required by law or imposed by third parties. Clients will be responsible for these additional fees and expenses. [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 8 Certain circumstances may arise that may require XP Advisory, in compliance with best execution obligations to a client, to place a client’s trade order with a firm other than XP Investments. If trade orders are placed for a client’s account for execution by a firm other than XP Investments, and the other firm imposes a commission or equivalent fee on the trade (including a commission embedded in the price of the investment), the client will incur trading costs in addition to the Wrap Fee Program fee. All fees paid to XP Advisory for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds to their shareholders. These fees and expenses are described in each fund's prospectus. These fees generally include a management fee, other fund expenses, and a possible distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. Each mutual fund, or ETF in which the account may be invested will also charge management fees, other internal expenses, and possible distribution fees. There may be other costs assessed, which are not included in the Wrap Fee Program Fee, such as national securities exchange fees; charges for transactions with respect to assets not executed through the custodian, costs associated with exchanging currencies; wire transfer fees; or other fees required by law. All of the fees and expenses discussed above will be indirect expenses borne by the account and will be in addition to the Wrap Fee Program Fee. You should consider all of these fees and expenses (including the Wrap Fee Program Fee) to fully understand the total amount of fees and expenses to be paid by the account and to evaluate the advisory services being provided. The fees and expenses related to mutual funds, or ETFs, are disclosed in their respective prospectuses or summary disclosure documents. Participating in a wrap fee program may cost more or less than the cost of purchasing advisory, brokerage, and custodial services separately from third parties. There are other fees and charges described below that are imposed by other third parties that generally apply to investments in wrap fee program accounts. • • If a client’s assets are invested in mutual funds or other pooled investment products, clients are advised that there will be two layers of advisory fees and expenses for those assets. Clients will pay an advisory fee to the fund manager and other expenses as shareholders of the fund on top of the wrap fee paid to XP Advisory. A client could invest in a mutual fund directly, without the services of XP Advisory. In this case, the client would not receive the services provided by XP Advisory that are designed, in part, to assist the client in determining which mutual fund or funds are most appropriate for the client’s specific financial circumstances and objectives. Certain mutual funds impose fees and charges such as contingent deferred sales charges, early redemption fees, and charges for frequent trading. These charges may apply if the client transfers into or purchases such a fund with the applicable charges in a wrap fee program account. Mutual Fund Share Classes Mutual funds generally offer multiple share classes based on certain eligibility and/or purchase requirements. For instance, in addition to retail share classes (typically referred to as class A, class B, and class C shares), mutual funds may also offer institutional share classes or other share classes that are specifically designed for purchase by investors who meet certain specified eligibility criteria, including, for example, whether an account meets certain minimum dollar amount thresholds or is enrolled in an eligible fee-based investment advisory program. [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 9 Institutional share classes usually have a lower expense ratio than other share classes. XP Advisory and its Associated Persons have a financial incentive to recommend or select share classes that have higher expense ratios because such share classes generally result in higher compensation. The Company has taken steps to address this conflict of interest, including providing its Associated Persons with training and guidance on this issue, as well as conducting periodic reviews of client holdings in mutual fund investments to ensure the appropriateness of mutual fund share class selections and whether alternative mutual fund share class selections are available that might be more appropriate given the client’s particular investment objectives and any other appropriate considerations relevant to mutual fund share class selection. Certain money market funds and other mutual funds in which clients invest make payments to us, our Associated Persons, or our related parties, pursuant to a Rule 12b-1 distribution plan or other arrangement as compensation for distribution, shareholder services, recordkeeping, or administrative services. These payments are generally paid from the fund’s total assets and can be paid by a fund’s adviser or distributor. The Rule 12b-1 distribution plan and other fee arrangements are disclosed in each fund’s registration statement. For clients investing in mutual funds, XP Advisory requires that the Associated Person purchase the share class most beneficial to the Client, generally the institutional or advisory share class. In some cases, these share classes are not made available by the sponsor fund. In these cases, XP Advisory will seek a comparable, similar mutual fund that provides an advisory share class, and offer the fund and share class to the client. If no comparable fund with an advisory share class is available, the client may pay higher fees that include 12b-1 fees. Although XP Advisory automatically credits client accounts with any 12b-1 fees received during the period an account is managed by XP Advisory, clients should not assume that they will be invested in the share class with the lowest available expense ratio. Please contact us for more information about share class eligibility. Further information regarding fees and charges assessed by a mutual fund is available in each mutual fund’s prospectus. Although we use our best efforts to purchase lower-cost mutual fund shares when available, some mutual fund companies do not offer institutional classes or funds that do not pay 12b-1 distribution fees. Further information regarding fees assessed by a mutual fund is available in the appropriate prospectus, which is available upon request from XP Advisory or from the product sponsor directly. Other Important Considerations • • Wrap fee programs may not be suitable for all investment needs, and any decision to participate in a wrap fee program should be based on your financial situation, investment objectives, tolerance for risk, and investment time horizon, among other considerations. The benefits under a wrap fee program depend, in part, upon the size of the account and the number of transactions likely to be generated in the account. For example, a wrap fee program may not be suitable for accounts with little trading activity. In order to evaluate whether a wrap fee program is suitable for you, you should compare the Wrap Fee Program Fee and any other costs associated with the Wrap Fee Program with the amounts that would be charged by other advisers, broker-dealers, and custodians, for advisory fees, brokerage and other execution costs, and custodial services comparable to those provided under the Wrap Fee Program. The advisory fee is an ongoing wrap fee for investment advisory services, the execution of transactions, and other administrative and custodial services. The advisory fee may cost the client more than [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 10 • • • purchasing the wrap fee program services separately, for example, paying an advisory fee plus commissions for each transaction in the account. Factors that bear upon the cost of the account in relation to the cost of the same services purchased separately include the type and size of the account, historical and or expected size of or number of trades for the account, and number and range of supplementary advisory and client-related services provided to the client. The advisory fee also may cost the client more than if assets were held in a traditional brokerage account. In a brokerage account, a client is charged a commission for each transaction, and the representative has no duty to provide ongoing advice with respect to the account. If the client plans to follow a buy- and-hold strategy for the account or does not wish to purchase ongoing investment advice or management services, the client should consider opening a brokerage account rather than a wrap fee program account. The investment products available to be purchased in the wrap fee program can be purchased by clients outside of a wrap fee program account, through broker-dealers or other investment firms not affiliated with XP Advisory. XP Advisory and our advisory representatives will receive compensation as a result of your participation in the Wrap Fee Program. This compensation may be more than the amount our firm or the representative would receive if you paid separately for investment advice, brokerage, and other services. Accordingly, a conflict of interest exists because our firm and our representatives have a financial incentive to recommend the Wrap Fee Program and may recommend the Wrap Fee Program over other programs or services for which the compensation arrangements are not as beneficial. • Due to the single fee charged to a Wrap Fee Program account, we may be regarded as having a conflict of interest in that we may realize a greater profit on a Wrap Fee Program account with a relatively low rate of portfolio turnover compared to other types of accounts, assuming the same level of fees. Item 5 - Account Requirements and Types of Clients XP Advisory provides investment advisory services for high-net-worth individuals, trusts, pooled investment vehicles, and corporations. Most of XP Advisory’s clients are non-U.S. residents with a concentration of Latin American clients. The minimum investment to open and maintain an advisory account is $500,000. XP Advisory’s minimum annual fee for all accounts and services is $5,000, which may be waived at the discretion of the principal. Upon your request, we may aggregate related accounts for spouses and minor children for the purposes of calculating portfolio valuation and our fees. We may negotiate our fees taking into consideration such things as the number and size of your accounts, your relationship with other clients, the length of our relationship with you, the complexity of your personal circumstances or desired investment strategies, and other factors. Item 6 - Portfolio Manager Selection and Evaluation Portfolio Managers XP Advisory is the sole sponsor and portfolio manager of the Wrap Fee Program. Cesar Florido, President and Head of Wealth Management, and other investment adviser representatives of the firm are the portfolio [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 11 managers for XP Advisory. This creates a conflict of interest in the fact that investment adviser representatives, including Mr. Florido, could place their interests before a client’s interest. However, We have adopted Compliance Procedures and a Code of Ethics that requires investment adviser representatives, including Mr. Florido and any other employees of the Firm to adhere to industry rules and regulations, including fiduciary duties inherent to registered investment advisers, and to avoid activities, interests, and relationships that run contrary (or appear to run contrary) to the best interests of clients. We have chosen not to utilize outside portfolio managers. Therefore, there is no selection and review of outside portfolio managers. Neither we nor any third-party review performance information to determine or verify its accuracy. In jurisdictions that require registration, portfolio managers are registered as investment adviser representatives. For more information about the business and educational backgrounds of our portfolio managers and investment adviser representatives, including Cesar Florido, Head of Investments for XP Advisory, please refer to the ADV Part 2B Brochure Supplements provided to you along with the copy of our disclosure brochure (Form ADV Part 2A). You may contact Jared Wilson, Chief Compliance Officer at (786) 732-1123 with any questions you may have. Participants in the Wrap Fee Program will receive an individual quarterly performance report, which provides performance information on a time-weighted basis. The performance reports are intended to inform clients as to how their investments have performed for a period on an absolute basis and compared to benchmarks. Additional Information Please see “Item 4 – Advisory Services, Fees and Compensation” above for additional information about our wrap fee services, including fees and compensation, costs associated with participation in the program, and how we tailor our services to the individual needs of clients, including how clients can impose restrictions on investing in certain securities or types of securities. Please refer to our firm brochure (Part 2A of Form ADV) for additional information about XP Advisory regarding our associated persons, and advisory business, including other services and fees. Performance-Based Fees and Side-By-Side Management Performance-based fees are based on a share of capital gains on or capital appreciation of the client’s assets. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance-based fees. For Wrap Fee accounts, we do not accept performance-based fees or participate in side-by-side management. Our fees are calculated as described in the Services and Fees section above and are not charged on the basis of a share of capital gains upon, or capital appreciation of, the funds in your advisory account(s). Methods of Analysis, Investment Strategies and Risk of Loss Our open-architecture platform allows clients to select products from multiple providers. In line with Our investment methodology, we provide our clients with customized investment strategies that incorporate a wide mix of products from the best financial firms in the world. XP Advisory uses the following methods of analysis: fundamental analysis. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 12 or competitive advantages. The primary risk in using fundamental analysis is that while the overall health and position of a company may be good, market conditions may negatively impact the security. The investment strategies associated with the pooled investment vehicles to which XP Advisory provides Institutional Advisory Services are set forth in the specific investment’s Private Placement Memorandum or Explanatory Memorandum. Investing in securities involves the risk of loss that clients should be prepared to bear. XP Advisory uses long-term and short-term purchasing strategies, designed to capture market rates of both return and risk. Frequent trading, when done, can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Investing in securities involves a risk of loss that clients should be prepared to bear. General Investment Risk: All investments come with the risk of losing money. Investing involves substantial risks, including the complete possible loss of principal plus other losses, and may not be suitable for many members of the public. Investments, unlike savings and checking accounts at a bank, are not insured by the government to protect against market losses. Different market instruments carry different types and degrees of risk and you should familiarize yourself with the risks involved in the particular market instruments in which you intend to invest. Loss of Value: There can be no assurance that a specific investment will achieve its investment objectives and past performance should not be seen as a guide to future returns. The value of investments and the income derived may fall as well as rise and investors may not recoup the original amount invested. Investments may also be affected by any changes in exchange control regulation, tax laws, withholding taxes, international, political, and economic developments, and government, economic or monetary policies. Interest Rate Risk: Fixed income securities and funds that invest in bonds and other fixed income securities may fall in value if interest rates change. Generally, the prices of debt securities rise when interest rates fall, and their prices fall when interest rates rise. Longer-term debt securities are usually more sensitive to interest rate changes. Fixed Income Market Risk: Fixed income securities increase or decrease in value based on changes in interest rates. If rates increase, the value of fixed income securities generally declines. On the other hand, if rates fall, the value of the fixed income securities generally increases. Credit Risk: Investments in bonds and other fixed income securities are subject to the risk that the issuer(s) may not make required interest payments. An issuer suffering an adverse change in its financial condition could lower the credit quality of a security, leading to greater price volatility of the security. A lowering of the credit rating of a security may also offset the security's liquidity, making it more difficult to sell. Funds investing in lower-quality debt securities are more susceptible to these problems and their value may be more volatile. Foreign Exchange Risk: Foreign investments may be affected favorably or unfavorably by exchange control regulations or changes in the exchange rates. Changes in currency exchange rates may influence the share value, the dividends or interest earned, and the gains and losses realized. Exchange rates between currencies are determined by supply and demand in the currency exchange markets, the international balance of payments, [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 13 governmental intervention, speculation, and other economic and political conditions. If the currency in which a security is denominated appreciates against the US Dollar, the value of the security will increase. Conversely, a decline in the exchange rate of the currency would adversely affect the value of the security. Margin Risk: When you purchase securities, you may pay for the securities in full or you may borrow part of the purchase price from your broker-dealer. If you intend to borrow funds in connection with your account, you will be required to open a margin account, which will be carried by the broker-dealer of your account. The securities purchased in such an account are the broker-dealer’s collateral for its loan to you. If the securities in a margin account decline in value, the value of the collateral supporting this loan also declines, and, as a result, a brokerage firm is required to take action, such as issue a margin call and/or sell securities or other assets in your accounts, in order to maintain the necessary level of equity in the account. It is important that you fully understand the risks involved in trading securities on margin, which are applicable to any margin account that you may maintain, including any margin account that may be established as a part of our Investment Management Services and held by your broker-dealer. These risks include the following: • • • • • You can lose more funds than you deposit in your margin account. The broker-dealer can force the sale of securities or other assets in your account. The broker-dealer can sell your securities or other assets without contacting you. You may not be able to choose which securities or other assets in your margin account are liquidated or sold to meet a margin call. The broker-dealer may move securities held in your cash account to your margin account and pledge the transferred securities. You may not be entitled to an extension of time on a margin call. • Risks Associated with Investing in Options: Transactions in options carry a high degree of risk. A relatively small market movement will have a proportionately larger impact, which may work for or against the investor. The placing of certain orders, which are intended to limit losses to certain amounts, may not be effective because market conditions may make it impossible to execute such orders. Selling an option generally entails considerably greater risk than purchasing options. Although the premium received by the seller is fixed, the seller may sustain a loss well in excess of that amount. The seller will also be exposed to the risk of the purchaser exercising the option and the seller will be obliged either to settle the option in cash or to acquire or deliver the underlying investment. If the option is "covered" by the seller holding a corresponding position in the underlying investment or a future on another option, the risk may be reduced. Risks Associated with Investing in Equities: Investments in equities generally refer to buying shares of stocks by an individual or firm in return for receiving a future payment of dividends and capital gains if the value of the stock increases. There is an innate risk involved when purchasing a stock that it may decrease in value and the investment may incur a loss. Risks Associated with Investing in Exchange Traded Funds (ETF): Investing in stocks & ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Investments in these securities are not guaranteed or insured by the FDIC or any other government agency. Risk of Loss [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 14 Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it. Investing in securities involves a risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance. Mutual funds are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities, or any combination thereof. The fund will have a manager who trades the fund’s investments in accordance with the fund’s investment objective. While mutual funds generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small-cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. The returns on mutual funds can be reduced by the costs of managing the funds. Additionally, while some mutual funds are “no load” and charge no fee to buy into, or sell out of, the fund, other types of mutual funds charge such fees which can also reduce returns. Mutual funds can also be “closed-end” or “open-end.” So-called “open-end” mutual funds continue to allow in new investors indefinitely, which can dilute other investors’ interests. Recommendation of Particular Types of Securities We recommend various types of securities, and we do not necessarily recommend one particular type of security over another since each client has different needs and a different tolerance for risk. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with that investment. The investment risks associated with the pooled investment vehicles that XP Advisory provides Institutional Advisory Services to are set forth in the specific investment’s Private Placement Memorandum or Explanatory Memorandum. Voting Client Securities As a matter of firm policy and practice, XP Advisory does not have any authority to and does not vote proxies on behalf of advisory clients. Clients will receive proxy materials directly from the custodian. However, in the event we receive any written or electronic proxy materials, we will forward them directly to the client. Clients retain the responsibility for receiving and voting proxies for any and all securities maintained in client portfolios. At the advisory client’s request, XP Advisory may provide advice to clients regarding the clients’ voting of proxies. Item 7 - Client Information Provided to Portfolio Managers [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 15 XP Advisory is the sole sponsor of the Wrap Fee Program and together with its portfolio managers has access to and is responsible for maintaining all information provided by clients. Client information will be updated in the company records upon notification of changes provided by clients and during client meetings between XP Advisory and clients. Confidentiality We are committed to safeguarding the personal information you entrust to us and consider any nonpublic information that personally identifies you, your entity, or your entity’s accounts as “personal information.” Protecting the confidentiality and security of client information is an important part of how we conduct our business. To help deliver the best possible service to you and fulfill our regulatory obligations as required by law we may collect non-public information provided by you, including information from forms we receive from you, information about your transactions with us or our affiliates, information about your transactions with non- affiliated third parties through which we conduct business, and information from consumer reporting agencies, for example. We may disclose personal information we collect about you to affiliated companies in order to manage your account(s) effectively, to service and process your transactions, for marketing purposes in order to let you know about products and services offered by us and our affiliated companies, to manage our business, and as otherwise required or permitted by law. We may disclose personal information that we collect about you to non-affiliated third parties with which we have contractual agreements, such as your account custodians, broker-dealers, and clearing firms. These contracts require such non-affiliated third parties to limit their use of personal information about you to the particular purpose for which it was shared and further obligate them to keep your personal information confidential. We may disclose personal information to other financial professionals if you have specifically asked us to do so in writing. Additionally, we may disclose or report personal information in limited circumstances when we are required to do so under U.S. law, such as when cooperating with a U.S. regulatory agency or law enforcement. We will not sell your personal information to anyone under any circumstance. You will be provided with a copy of our Privacy Policy Notice prior to or upon engaging us for services. We will send you an updated copy should we make any material changes to our collection and sharing policies, and/or periodically as required by applicable law. Additionally, if you have questions regarding our privacy policies, please contact Jared Wilson, Chief Compliance Officer at (786) 732-1123. Item 8 - Client Contact with Portfolio Managers XP Advisory is the sole sponsor and portfolio manager of the Wrap Fee Program. Clients are free to contact XP Advisory or their designated investment adviser representative at any time with questions regarding the Wrap Fee Program. We can be reached at (786) 725-5983. [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 16 Item 9 - Additional Information Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of XP Advisory or the integrity of XP Advisory’s management. XP Advisory has no disciplinary information to disclose at this time. Additional information about XP Advisory is also available via the SEC’s website at www.adviserinfo.sec.gov. Other Financial Industry Activities and Affiliations Broker-Dealer Affiliations XP Advisory is affiliated with XP Investments, a FINRA member broker-dealer. XP Inc. directly owns 100% of XP Advisory and indirectly owns 100% of XP Investments through 100% ownership of XP Holding International, LLC. XP Investments and XP Advisory are located in the same office in Miami, Florida. Several of XP Advisory’s management and associated persons are registered and associated with XP Investments as registered representatives. For example, Jared Wilson is the Chief Compliance Officer of both entities therefore making both entities under common control. XP Advisory utilizes XP Investments as an introducing broker-dealer for the majority of the securities transactions of advisory clients. Advisory clients’ assets are held in custody at an unaffiliated qualified custodian, such as Pershing or another broker-dealer, bank, trust company, or other qualified custodian selected by the client. XP Investments and/or associated persons of XP Investments receive compensation for brokerage transactions effected in these advisory accounts, and for the purchase of investment and insurance products recommended, which poses a conflict of interest. For example, XP Advisory utilizes XP Investments as an introducing broker- dealer for certain equity, fixed income, options, and mutual fund trades; this is due to, among other factors, market-competitive commission rates, a trading interface with tools suitable for clients’ equity and fixed income trading activities, and quality of execution. XP Investments has established policies and procedures to mitigate conflicts and address applicable regulatory requirements. However, lower fees for comparable services may be available from other sources. Clients are encouraged to request additional information regarding potential conflicts of interest. Affiliations with Other Investment Advisers XP Advisory Gestão de Recursos Ltda (“XP Advisory Gestão”) is an affiliated investment company located in Brazil. XP Advisory maintains a sub-advisory agreement with its affiliate, XP Advisory Gestão. XP Inc. directly owns 100% of XP Advisory and indirectly owns 100% of XP Advisory Gestão through 100% ownership of XP Investimentos S/A. Pursuant to the sub-advisory agreement in place, XP Advisory may receive from XP Advisory Gestão a portion of the advisory fees charged to its customers. XP Advisory and XP Advisory Gestão maintain clients in common. Private Fund Affiliations XP Advisory provides Institutional Advisory Services to Glide Fund Series, LLC and Glide Fund SPC Ltd. (“Glide Funds”), domestic and offshore pooled investment vehicles that are exempt from SEC registration. XP Advisory’s advice to Glide Funds is limited to the objectives and investment strategies set forth in the investments’ Private Placement Memorandum or Explanatory Memorandum. XP Advisory charges asset-based fees that are established in its investment advisory agreements with Glide Funds and in accordance with the terms of the Glide Funds’ Private Placement Memorandum or Explanatory Memorandum. A conflict of interest is created with clients because XP Advisory has an incentive to recommend that clients invest in Glide Funds, thereby increasing the [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 17 compensation it receives. XP Advisory addresses such conflicts of interest by honoring its obligation to act in the best interests of clients, not charging an advisory fee on client investments with Glide Funds, and disclosing such conflicts of interest to its clients. XP Advisory is a member and the investment manager to XP Global Strategies SPC (“XP Global Strategies”) and XP Multiple Strategies SPC (“XP Multiple Strategies”), both Cayman Islands exempted companies registered as segregated portfolio companies (“SPCs”). XP Advisory’s advice to XP Global Strategies and XP Multiple Strategies is limited to the objectives and investment strategies set forth in the investment’s Offering Memorandum. Within the XP Global Strategies SPC and the XP Multiple Strategies SPC, there are various segregated portfolio(s) (“SPs”) of the companies. The assets of the SPs are invested in accordance with the terms of their governing documents. XP Advisory charges asset-based fees that are established in its investment advisory agreements with XP Global Strategies and XP Multiple Strategies and in accordance with the terms of the Offering Memorandum. Investment in XP Global Strategies and XP Multiple Strategies is not available to US investors and is not directly or indirectly sold in the US. However, a potential conflict of interest may exist with non-US clients because certain foreign affiliates of XP Advisory may have an incentive to recommend that non-US clients invest in XP Global Strategies and/or XP Multiple Strategies, thereby increasing the compensation XP Advisory or its affiliates receive. XP Advisory addresses such conflicts of interest by honoring its obligation to act in the best interests of clients, by not charging an advisory fee on client investments with XP Global Strategies and/or XP Multiple Strategies, and by disclosing such conflicts of interest to its clients. Other Affiliates XP Corretora de Seguros Ltda (“XP Corretora de Seguros”) is an affiliated insurance company that offers life and pension products. XP Corretora de Seguros Ltda is located in Brazil and regulated by Superintendência de Seguros Privados (SUSEP). XP Inc. directly owns 100% of XP Advisory and indirectly owns 100% of XP Corretora de Seguros through 100% ownership of XP Investimentos S/A. XP Advisory and XP Corretora de Seguros may maintain clients in common. XP Advisory Ltda (“XP Advisory Brazil”) is an affiliated investment advisory located in and regulated by the Brazil Security and Exchange Commission. XP Inc. directly owns 100% of XP Advisory and indirectly owns 100% of XP Advisory Brazil through 100% ownership of XP Investimentos S/A. XP Advisory and XP Advisory Brazil maintain clients in common. XP Investimentos Corretora de Câmbio, Valores e Titulos Mobiliarios SA (“XP Investimentos”) is a broker-dealer and municipal securities dealer in Brazil. It is one of the companies under the XP Inc. group and under common control and ownership with XP Advisory. XP Investimentos is registered with the Securities Commission (CVM – Comissao de Valores Mobiliarios) in Brazil. XP Advisory and XP Investimentos maintain clients in common. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading XP Advisory has adopted a Code of Ethics (the “Code”) for all supervised persons of the firm describing its high standard of business conduct, and fiduciary duty to its clients. The Code includes provisions relating to the confidentiality of client information, a prohibition on insider trading, a prohibition of rumor mongering, restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, and personal securities trading procedures, among other things. All supervised persons at XP Advisory must acknowledge the terms of the Code annually, or as amended. [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 18 XP Advisory anticipates that, in appropriate circumstances, consistent with clients’ investment objectives, it will recommend to investment advisory clients or prospective clients over which it has management authority, the purchase or sale of securities in which XP Advisory, its affiliates, and/or clients, directly or indirectly, have a position of interest. XP Advisory’s employees and associated persons are required to follow XP Advisory’s Code. Subject to satisfying this policy and applicable laws, officers, directors, and employees of XP Advisory and its affiliates may trade for their own accounts in securities, which are recommended to and/or purchased for XP Advisory’s clients. The Code is designed to assure that the personal securities transactions, activities, and interests of XP Advisory’s employees will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Under the Code, certain classes of securities have been designated as exempt transactions, based upon a determination that these would materially not interfere with the best interest of XP Advisory’s clients. In addition, the Code requires pre-clearance of many transactions and restricts trading in close proximity to client trading activity. Nonetheless, because the Code in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. Employee trading is continually monitored under the Code to reasonably prevent conflicts of interest between XP Advisory and its clients. Certain affiliated accounts may trade in the same securities with client accounts on an aggregated basis when consistent with XP Advisory’s obligation of best execution. In such circumstances, the affiliated and client accounts will share commission costs equally and receive securities at a total average price. XP Advisory will retain records of the trade order (specifying each participating account) and its allocation, which will be completed prior to the entry of the aggregated order. Completed orders will be allocated as specified in the initial trade order. Partially filled orders will be allocated on a prorated basis. Any exceptions will be explained on the order. XP Advisory’s clients or prospective clients may request a copy of the XP Advisory’s Code by contacting Jared Wilson, the Chief Compliance Officer. Principal Transactions: In a principal transaction, XP Advisory US, Inc., acting on its own account (or an affiliate's account) purchases a security from, or sells a security to, an advisory client. XP Advisory US, Inc. and its Supervised Persons may sell to our advisory clients, securities owned by XP Investments US, LLC, our affiliated broker-dealer, or they may buy securities owned by clients to XP Investments US, LLC. All such transactions will comply with the provisions under Section 206(3) of the Advisers Act governing principal transactions to advisory clients. Specifically, XP Investments US, LLC will act from time to time as a principal in connection with sales of securities, to accounts of advisory clients, unless the account is covered under the Employee Retirement Income Security Act of 1974, as amended (ERISA). Principal transactions are prohibited in ERISA accounts. XP Investments US, LLC will typically charge a commission on the trade but will receive compensation in the form of a mark-up from the price at which it purchased the security or a mark-down from the price at which it sold the security, and/or spread in the net price at which principal transactions are executed. This compensation is separate from and in addition to other compensation paid to XP Advisory US, Inc. and its Supervised Persons for advisory services. Thus, there is a conflict of interest in deciding to execute trades through XP Investments US, LLC’s trading desk on a principal basis. XP Advisory US, Inc. and XP Investments US, LLC will only engage in principal transactions when a written disclosure has been provided to the client and the client has given written consent. In addition, XP Advisory US, Inc. has policies and procedures in place to assure clients receive best execution with respect to trades, regardless of whether the trade is executed by XP Investments US, LLC’s trading desk or an unaffiliated dealer. [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 19 XP Advisory may recommend that certain non-US clients invest in the pooled investment vehicles it manages. The nature and scope of XP Advisory’s financial interest are disclosed in the recommended pooled investment vehicle’s Private Placement Memorandum or Explanatory Memorandum, which is delivered to prospective investors that XP Advisory’s recommends invest. Review of Accounts XP Advisory monitors its managed accounts on a systematic basis.The Head of Investment Management for XP Advisory, will review a sample of accounts quarterly with the assistance of the Compliance Department. More frequent reviews may be undertaken because of changes in market conditions, changes of security position(s), requests by clients for a meeting or the occurrence of such meeting, or changes in the client's investment objectives or policies of XP Advisory. With respect to account performance, XP Advisory reviews each account on a quarterly basis. XP Advisory reviews each of the following objectives with each client to communicate and manage clients’ expectations: • Strategy The investment adviser representative meets with the client to set the asset management strategy and allocation model. • Opportunities Based on the asset allocation model, the investment adviser representative then identifies appropriate investment opportunities. • Due Diligence Due diligence is conducted by the investment adviser representative on selected investments and adjustments made, if necessary. • Review Investment adviser representatives will review proposed investment recommendations and due diligence to ensure compatibility with the client's investment strategy before making final recommendations to the client. • Performance Investment performance is internally reviewed periodically and with the client in response to changes in asset management strategy. Reports to Clients Written reports are sent to clients at least quarterly stating their account performance, asset allocation, securities held in their account, any purchase or sale of securities within the account, and overall market performance. Along with the quarterly reports, XP Advisory recommends periodic client/adviser meetings to review the past quarter’s performance and discuss potential changes in the client’s objectives. In addition to our reports, you will receive at least quarterly account statements from your custodian summarizing your current holdings and transactions in your account(s). Client Referrals and Other Compensation XP Advisory may pay referral fees to or enter into referral arrangements with eligible third parties (“Promoters”) to offer XP Advisory’s advisory services or programs pursuant to Rule 206(4)-1 of the Investment Advisers Act of 1940. Where required, XP Advisory will enter into a written agreement with an eligible Promoter. Under such [ CLASSIFICAÇÃO: PÚBLICA ]  XP Advisory US, Inc. Form ADV Part 2A, Appendix 1: Wrap Fee Program Brochure Page 20 arrangements, XP Advisory will compensate the Promoters directly if a client enters into a relationship with XP Advisory. This compensation will be ongoing and made up of a portion of the investment advisory fee XP Advisory charges the client, which may be up to 55% of the advisory fee. A Promoter will provide the prospective client with a statement disclosing the terms of the Promoter’s arrangement with XP Advisory, including that the Promoter has a financial incentive to endorse XP Advisory based solely on the compensation the Promoter stands to receive. XP Advisory will ensure that Promoters are properly licensed or registered in accordance with state securities laws if required. Clients will not be charged additional or higher than XP Advisory’s normal advisory fees because of the referral compensation arrangement. Certain associated persons and/or management personnel of XP Advisory may also be employed as registered representatives with XP Investments. In this capacity, they may facilitate the purchase and/or sale of securities, and other investment products for their clients, who may or may not have an advisory fee agreement with XP Advisory. XP Advisory’s representatives may receive compensation for these non-advisory services that they may provide. Such compensation would be in addition to the advisory and other fees that the adviser might receive. Transaction charges or other charges for services to clients by XP Investments may be more or less than what other broker-dealers not recommended by XP Advisory charge for comparable services. Investment products purchased or sold in broker-dealer accounts may generate transaction fees that would not exist if the purchase or sale were made directly through the issuer of the security, such as a mutual fund company. Mutual funds held in broker-dealer accounts also charge management fees. These mutual fund management fees may be more or less than the mutual fund management fees charged if the client held the mutual fund directly with the mutual fund company. These management fees are in addition to the management fee charged by XP Advisory. XP Advisory is the investment manager to XP Global Strategies SPC (“XP Global Strategies”) and XP Multiple Strategies SPC (“XP Multiple Strategies”) for which it receives asset-based compensation. XP Global Strategies and XP Multiple Strategies are not available to US investors and are not directly or indirectly sold in the US. However, a potential conflict of interest may exist with non-US clients because certain foreign affiliates of XP Advisory may have an incentive to recommend that non-US clients invest in XP Global Strategies and/or XP Multiple Strategies, thereby increasing the compensation XP Advisory or its affiliates receive. XP Advisory addresses such conflicts of interest by honoring its obligation to act in the best interests of clients, by not charging an advisory fee on client investments with XP Global Strategies and/or XP Multiple Strategies, and by disclosing such conflicts of interest to its clients. Recommendation of Other Advisors We may recommend that you use a third-party investment adviser or program as part of our asset allocation and investment strategy. In these cases, XP Advisory will share in the compensation received by the third-party investment adviser. The compensation arrangement presents a conflict of interest due to a financial incentive to recommend the services of a third-party investment adviser. You are not required to use the services of any recommended third-party investment adviser. Financial Information XP Advisory does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. XP Advisory has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients, and it has not been the subject of a bankruptcy proceeding. [ CLASSIFICAÇÃO: PÚBLICA ]