Resolution CMN No. 4,994 — Guidelines for the Application of Resources Guaranteeing Plans Administered by Closed Complementary Pension Entities

Resolution No. 4,994

RESOLUTION
CMN No. 4,994, OF MARCH 24, 2022

Provides for the guidelines for the application of the resources guaranteeing the plans administered by closed complementary pension entities.

The Central Bank of Brazil, in accordance with art. 9 of Law No. 4,595, of December 31, 1964, makes it known that the Monetary National Council, in a session held on March 24, 2022, taking into account the provisions of art. 9, § 1, of Complementary Law No. 109, of May 29, 2001,

R E S O L V E D:

Art. 1 Closed complementary pension entities (EFPCs) must, in the application of resources corresponding to the technical reserves, provisions, and funds of the plans they administer, observe the provisions of this Resolution.

Art. 2 The provisions of this Resolution apply to the resources of the plans administered by the EFPC, formed by available and investment assets, net of their corresponding liabilities, excluding values related to debts contracted with sponsors.

Art. 2 The provisions of this Resolution apply to the resources of the plans administered by the EFPC, including the administrative management plan – PGA, formed by available and investment assets, net of their corresponding liabilities, excluding values related to debts contracted with sponsors. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

Sole paragraph. The deduction of contracted debts, referred to in the caput, does not apply to the verification of the allocation limit per issuer, in the situation referred to in art. 27, § 4. (Added by CMN Resolution No. 5,202, of 3/27/2025.)

Art. 3 This Resolution does not apply to the resources of EFPCs destined for the funding of health assistance plans registered with the National Agency for Supplementary Health, in accordance with art. 76 of Complementary Law No. 109, of May 29, 2001.

Sole paragraph. The resources of health assistance plans must be maintained and controlled in a segregated manner from the other resources administered by the EFPC.

CHAPTER I
GUIDELINES FOR THE APPLICATION OF RESOURCES

Art. 4 In the application of plan resources, the EFPC must:

Art. 4 In the application of plan resources, the EFPC must: (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

I - observe the principles of safety, profitability, solvency, liquidity, adequacy to the nature of its obligations, and transparency;

I - observe the principles of safety, profitability, solvency, liquidity, motivation, adequacy to the nature of its obligations, and transparency; (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

II - conduct its activities with good faith, loyalty, and diligence;

II - conduct its activities with good faith, loyalty, diligence, timeliness, and prudence; (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

III - uphold high ethical standards;

IV - adopt practices that ensure the fulfillment of its fiduciary duty towards the participants of the benefit plans, considering, in particular, the established investment policy, observed the modalities, segments, limits, and other criteria and requirements established in this Resolution; and

V - diligently execute the selection, monitoring, and evaluation of service providers related to asset management.

§ 1 Those considered responsible for compliance with the provisions of this Resolution, by action or omission, to the extent of their responsibilities, are the individuals who participate in the analysis, advisory, and decision-making process regarding the application of the EFPC's plan resources.

§ 2 The list of individuals referred to in § 1 includes, to the extent of their responsibilities, members of the EFPC's statutory councils, attorneys with management powers, members of the investment committee, consultants, and other professionals who participate in the analysis, advisory, and decision-making process regarding the application of the entity's plan resources, directly or through a contracted legal entity.

Art. 5 The application of resources must observe the modality of the benefit plan, its specificities, liquidity needs, and the payment flows of the assets.

Sole paragraph. The management of asset payment flows must be compatible with the terms and amount of actuarial obligations, with the objective of maintaining the economic-financial balance between the plan's assets and liabilities.

Art. 6 The management of resources of plans administered by an EFPC constituted by an initiator must be carried out, in accordance with art. 31 of Complementary Law No. 109, of 2001, through managed portfolios or investment funds.

CHAPTER II
INTERNAL CONTROLS, RISK ASSESSMENT AND MONITORING, AND CONFLICT OF INTEREST

Section I
Internal Controls

Art. 7 The EFPC must adopt rules, procedures, and internal controls that ensure compliance with the limits, requirements, and other provisions established in this Resolution, considering the size, complexity, modality, and management form of each plan it administers.

§ 1 The EFPC must define the separation of responsibilities and objectives associated with the mandates of all agents who participate in the analysis, evaluation, management, advisory, and decision-making process regarding the application of the entity's plan resources, including the definition of decision-making authority for each instance.

§ 2 The EFPC must maintain a digital record of all documents supporting decision-making in the application of plan resources, when dealing with own management, exclusive investment funds, or applications where the EFPC has decision-making power over their execution.

§ 2 The EFPC must maintain a digital record of all documents supporting decision-making in the application of plan resources, when dealing with own management, exclusive classes of investment fund shares, or applications where the EFPC has decision-making power over their execution. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

Art. 8 The EFPC must designate a technically qualified statutory administrator (AETQ) as the main responsible party for the management, allocation, supervision, and monitoring of the guarantee resources of its plans and for providing information regarding the application of these resources, in accordance with §§ 5 and 6 of art. 35 of Complementary Law No. 109, of 2001.

Art. 9 The EFPC shall designate an administrator or committee responsible for risk management, considering its size and complexity, in accordance with regulation by the National Superintendence of Complementary Pension.

Art. 9 The EFPC must designate an administrator or committee responsible for risk management, considering its size and complexity, in accordance with regulation by the National Superintendence of Complementary Pension – Previc. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

Section II
Risk Assessment and Monitoring

Art. 10. The EFPC, in the administration of its own portfolio, must identify, analyze, evaluate, control, and monitor credit, market, liquidity, operational, legal, systemic, and other risks inherent to each operation.

§ 1 The EFPC must conduct a prior risk analysis of investments, including their real or fiduciary guarantees.

§ 2 The use of a risk rating agency's assessment does not replace the necessary analysis of the risks mentioned in the caput.

§ 3 The EFPC must evaluate, monitor, and manage the risk and expected return of investments.

§ 4 The EFPC must consider in the risk analysis, whenever possible, aspects related to the economic, environmental, social, and governance sustainability of investments.

§ 4 The EFPC must consider in the risk analysis, when it deems them material and relevant, aspects related to the economic, environmental, social, and governance sustainability of investments. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

§ 5 The EFPC, observing the segmentation and criteria stipulated by Previc, must evaluate and provide transparency to the environmental, social, or governance impacts of the benefit plans' investment portfolio. (Added by CMN Resolution No. 5,202, of 3/27/2025.)

Art. 11. The EFPC must adopt rules and implement procedures for the selection and monitoring of the administration of securities and investment fund portfolios.

§ 1 The EFPC must evaluate whether the segregation of management, administration, and custody functions is sufficient to mitigate conflict of interest situations.

§ 2 The EFPC must analyze and monitor the risk and expected return of investments managed by third parties.

Section III
Conflict of Interest

Art. 12 The EFPC must evaluate the technical capacity and potential conflicts of interest of its service providers and individuals participating in the decision-making process, including through advisory services.

Sole paragraph. A conflict of interest will be constituted in any situations where actions misaligned with the objectives of the plan administered by the EFPC can be identified, regardless of obtaining an advantage for oneself or others, resulting in loss or not.

Sole paragraph. A conflict of interest is constituted in any situations where actions misaligned with the objectives of the plan administered by the EFPC can be identified, regardless of obtaining an advantage for oneself or others, resulting in loss or not. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

CHAPTER III
ASSET REQUIREMENTS

Art. 13. The EFPC must hire a legal entity to provide custody services in accordance with the regulation of the Securities and Exchange Commission and the Central Bank of Brazil.

Art. 14. Third-party service providers for portfolio administration, securities analysis, and consulting, hired by the EFPC, must be registered, authorized, or accredited in accordance with the regulation of the Securities and Exchange Commission.

Art. 14. Third-party service providers for portfolio administration and management, securities analysis, and consulting, hired by the EFPC, must be registered, authorized, or accredited in accordance with the regulation of the Securities and Exchange Commission. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

Art. 15. The issuance, registration, centralized deposit, distribution, and trading of financial assets must observe the regulation established by the Central Bank of Brazil and the Securities and Exchange Commission.

§ 1 Financial assets must have financial settlement.

§ 2 For the purposes of this Resolution, financial assets are those defined in accordance with the regulation of the Securities and Exchange Commission.

Art. 16. Financial assets must be admitted to trading in an organized market, registered in a registration, custody, or financial settlement system, or deposited with a central depository, observing the regulation of the Central Bank of Brazil and the Securities and Exchange Commission.

§ 1 The provisions of the caput are mandatory for all financial assets belonging to the own portfolio, managed portfolio, or investment fund constituted in Brazil, including those referred to in the sole paragraph of art. 32.

§ 1 The provisions of the caput are mandatory for all financial assets belonging to the own portfolio, managed portfolio, or exclusive class of investment fund shares constituted in Brazil, including those referred to in art. 32, sole paragraph. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

§ 2 The registration or deposit of financial assets belonging to the EFPC's own portfolio must allow for the individualization and identification of each plan administered by the EFPC.

§ 3 Liquidity must be deposited in a financial institution authorized to operate by the Central Bank of Brazil.

Art. 17. Fixed-income financial assets must, preferably, be traded through electronic platforms, observing the regulation of the Central Bank of Brazil and the Securities and Exchange Commission.

§ 1 In the operations referred to in the caput, conducted in the over-the-counter market through own portfolio, exclusive investment fund, or application where the EFPC has decision-making power over their execution, entities must observe, or determine that they be observed, criteria for calculating market value or reference interval of maximum and minimum prices of financial assets, established based on methodology published by institutions of recognized merit in the financial market or based on electronic trading and registration systems, or in cases of proven non-existence of these parameters, based on, at minimum, three secondary sources.

§ 1 In the operations referred to in the caput, conducted in the over-the-counter market through own portfolio, exclusive class of investment fund shares, or application where the EFPC has decision-making power over their execution, entities must observe, or determine that they be observed, criteria for calculating market value or reference interval of maximum and minimum prices of financial assets, established based on methodology published by institutions of recognized merit in the financial market or based on electronic trading and registration systems, or, in cases of proven non-existence of these parameters, based on, at minimum, three secondary sources. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

§ 2 The methodology adopted must ensure, at minimum, that the calculated prices are consistent with prevailing market prices at the time of the operation.

§ 3 The EFPC must keep a record of the value and volume actually traded, as well as the offers received and executed, including rejected ones, and the market value or reference price interval of financial assets traded for operations not conducted through an electronic platform.

§ 4 The EFPC must timely justify the trading of fixed-income financial assets in buy or sell operations conducted outside the market value or reference price interval referred to in § 1.

§ 5 The justification referred to in § 4 must be signed by the AETQ and the risk control responsible, indicating minimally:

I - demonstration of the discrepancy in prices or rates practiced;

II - indication of the institution, electronic system, or secondary sources that served as the basis for obtaining the market value or reference price interval; and

III - identification of the operation's intermediaries.

Art. 18. Financial assets must be identified by the ISIN code – International Securities Identification Number.

Sole paragraph. The EFPC must justify the impossibility of identifying financial assets in the manner defined in the caput.

Sole paragraph. In the absence of an ISIN code, any other code capable of identifying financial assets in an individualized manner may be accepted, provided it is admitted by the Securities and Exchange Commission. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

CHAPTER IV
INVESTMENT POLICY

Art. 19. The EFPC must define the investment policy for the application of resources of each benefit plan it administers.

§ 1 The investment policy of each plan must be prepared by the executive board and approved by the EFPC's deliberative council before the start of the fiscal year to which it refers.

§ 2 The EFPC must adopt, for the planning of the investment policy of the benefit plan resources it administers, a horizon of at least sixty months, with annual reviews.

§ 3 The same limits established in this Resolution for benefit plans apply to investment profiles.

§ 4 The investment policy must contain information regarding operations conducted with financial assets linked to the sponsor and other companies affiliated with its economic group.

§ 5 The EFPC must, preferably, adopt a specific investment policy for each investment profile.

§ 6 The preparation, revision, and information contained in the investment policy must observe the regulation of the National Superintendence of Complementary Pension (Previc).

CHAPTER V
INVESTMENTS AND ALLOCATION LIMITS

Section I
Segments for Resource Application

Art. 20. The investments of resources of plans administered by the EFPC must be classified into the following application segments:

I - fixed income;

II - variable income;

III - structured;

IV - real estate;

V - operations with participants; and

VI - foreign.

Section II
Assets

Subsection I
Fixed Income Segment

Art. 21. The EFPC must observe, regarding the resources of each plan, a limit of up to 100% (one hundred percent) in the fixed income segment, and additionally the following limits:

I - up to 100% (one hundred percent) of the resources of each plan in:

a) federal internal public debt securities; and

b) shares of fixed income index funds composed exclusively of federal internal public debt securities;

b) shares of fixed income ETF classes composed exclusively of federal internal public debt securities; (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

II - up to 80%
(eighty percent) of the resources of each plan in:

a) fixed income financial assets issued with an obligation or co-obligation of financial institutions authorized to operate by the Central Bank of Brazil;

b) fixed income financial assets issued by publicly held corporations, including securitization companies; and

c) shares of fixed income index funds, in accordance with the regulation established by the Securities and Exchange Commission;

c) shares of fixed income ETF classes, in accordance with the regulation established by the Securities and Exchange Commission; and (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

III - up to 20%
(twenty percent) of the resources of each plan in:

a) securities of state and municipal public debt, provided they were issued before the validity of Complementary Law No. 148, of November 25, 2014;

b) obligations of multilateral organizations issued in the Country;

c) fixed income financial assets issued, with obligation or co-obligation, by non-bank financial institutions and credit cooperatives, authorized to operate by the Central Bank of Brazil;

d) debentures issued by privately held corporations in accordance with art. 2 of Law No. 12,431, of June 24, 2011;

d) incentivized debentures referred to in art. 2 of Law No. 12,431, of June 24, 2011, and infrastructure debentures, referred to in Law No. 14,801, of January 9, 2024; (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

e) shares of investment funds in credit rights (FIDC) and shares of investment funds in shares of investment funds in credit rights (FICFIDC), bank credit certificates (CCB), certificates of bank credit certificates (CCCB); and

e) shares of investment funds in credit rights – FIDC and investment classes in FIDC shares, bank credit certificates – CCB, certificates of bank credit certificates – CCCB; and (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

f) rural product certificates (CPR), agricultural credit rights certificates (CDCA), agricultural receivables certificates (CRA), and agricultural livestock warrant (WA).

§ 1 The set of financial assets listed in items II and III of the caput must respect the limit of up to 80% (eighty percent) of the resources of each plan.

§ 2 Committed operations must be backed by federal internal public debt securities.

§ 3 Fixed income financial assets issued by privately held corporations and limited liability companies may only be acquired with the co-obligation of a financial institution authorized to operate by the Central Bank of Brazil.

§ 3 Fixed income financial assets issued by privately held corporations and limited liability companies may only be acquired with the co-obligation of a financial institution authorized to operate by the Central Bank of Brazil. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

§ 4 CCCBs backed by CCBs issued by limited liability companies may only be acquired if the aforementioned CCBs are co-obligated by a financial institution authorized to operate by the Central Bank of Brazil.

Subsection II
Variable Income Segment

Art. 22. The EFPC must observe, in relation to the guarantee resources of each plan, a limit of up to 70% (seventy percent) in the variable income segment, and additionally the following limits:

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I - up to 70% (seventy percent) of the resources of each plan in shares, stock subscription bonuses, stock subscription receipts, securities deposit certificates, and in shares of index funds referenced in shares issued by publicly-held corporations whose shares are admitted to trading in a special segment, established in a stock exchange, which ensures, through a contractual link between the exchange and the issuer, differentiated governance practices;

II - up to 50% (fifty percent) of the resources of each plan in shares, stock subscription bonuses, stock subscription receipts, securities deposit certificates, and in shares of index funds referenced in shares issued by publicly-held corporations whose shares are admitted to trading in a stock exchange and that are not in a special segment; (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

III - up to 10% (ten percent) of the resources of each plan in Brazilian Depositary Receipts – BDR and ETF – International, admitted to trading on the Brazilian stock exchange, observed the regulation established by the Securities and Exchange Commission (Comissão de Valores Mobiliários); and (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

IV - up to 3% (three percent) of the resources of each plan in certificates representing physical gold in the standard traded on a commodities and futures exchange.

Subsection III
On the Structured Segment

Art. 23. The Closed Complementary Pension Entity (EFPC) must observe, with respect to the guaranteeing resources of each plan, a limit of up to 20% (twenty percent) in the structured segment and, additionally, the following limits: (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

I - observed the maximum limit provided for in the caput, up to 10% (ten percent) of the plan's resources in each of the following financial assets: (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

a) shares of classes of investment funds in participations – FIP; (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

b) (Revoked by CMN Resolution No. 5,202, of 3/27/2025.)

c) (Revoked by CMN Resolution No. 5,202, of 3/27/2025.)

d) shares of classes of investment funds in the agro-industrial productive chains – Fiagro, observed the regulation established by the Securities and Exchange Commission; (Included by CMN Resolution No. 5,202, of 3/27/2025.)

II - (Revoked by CMN Resolution No. 5,202, of 3/27/2025.)

III - observed the maximum limit provided for in the caput, up to 10% (ten percent) of the plan's resources in the aggregate of the following financial assets: (Included by CMN Resolution No. 5,202, of 3/27/2025.)

a) structured operation certificates – COE; and (Included by CMN Resolution No. 5,202, of 3/27/2025.)

b) shares of classes of investment funds, typified as “Shares – Access Market”, observed the regulation established by the Securities and Exchange Commission; (Included by CMN Resolution No. 5,202, of 3/27/2025.)

IV - observed the maximum limit provided for in the caput, up to 15% (fifteen percent) of the plan's resources in shares of classes of investment funds typified as multi-market; and (Included by CMN Resolution No. 5,202, of 3/27/2025.)

V - observed the maximum limit provided for in the caput, up to 3% (three percent) of the plan's resources in decarbonization credits – CBIO and carbon credits, provided they are registered in a registration and financial settlement system authorized by the Central Bank of Brazil or traded in a market administered by a market organizer entity authorized by the Securities and Exchange Commission. (Included by CMN Resolution No. 5,202, of 3/27/2025.)

§ 1º The EFPC must ensure that the FIP is qualified as an investment entity, in accordance with the regulation of the Securities and Exchange Commission, including the rules for the preparation and disclosure of financial statements. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

§ 2º The FIP must provide in its bylaws: (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

I - the determination that the investment fund manager, or managers linked to its respective economic group, maintain, at minimum, 3% (three percent) of the subscribed capital of the sub-class or class of the fund; (Included by CMN Resolution No. 5,202, of 3/27/2025.)

II - the prohibition that the EFPC hold more than 40% (forty percent) of the shares of the same class, except during the first twelve initial and final months of the investment; and (Included by CMN Resolution No. 5,202, of 3/27/2025.)

III - the limitation of liability of the shareholders to the value subscribed by them. (Included by CMN Resolution No. 5,202, of 3/27/2025.)

§ 3º It is prohibited to insert a clause in the FIP bylaws that establishes preference, privilege, or differentiated treatment of any nature to the manager and/or related persons in relation to the other shareholders.

§ 4º Investments made through shares of classes of investment funds typified as multi-market not classified in this article or in the external segment may be consolidated with the positions of the assets of the own portfolios and administered portfolios for the purpose of verifying the limits. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

Subsection IV
On the Real Estate Segment

Art. 24. The EFPC must observe, with respect to the guaranteeing resources of each plan, a limit of up to 20% (twenty percent) in the real estate segment in the aggregate of:

I - shares of classes of real estate investment funds – FII and shares of classes in FII shares; (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

II - real estate receivables certificates (CRI);

III - real estate credit notes (CCI).

Sole Paragraph. CCIs issued by privately-held corporations and limited companies may only be acquired with the co-obligation of a financial institution authorized to operate by the Central Bank of Brazil.

Subsection V
On Operations with Participants

Art. 25. The EFPC must observe, with respect to the guaranteeing resources of each plan, a limit of up to 15% (fifteen percent) in the segment of operations with participants in the aggregate of:

I - personal loans granted with resources from the benefit plan to its participants and dependents; and

II - real estate financing granted with resources from the benefit plan to its participants and dependents.

§ 1º The contracts of the operations referred to in item I of the caput must contain a clause for withholding payment of the reserve up to the value stipulated for the redemption institute.

§ 2º The real estate financing contracts to participants and dependents must contain clauses for:

I - fiduciary alienation of the real estate object of the financing; and

II - insurance contract with coverage for Death, Permanent Disability (MIP), and Physical Damage to the Real Estate (DFI).

§ 3º This segment includes securities backed by receivables originating, directly or indirectly, from these operations.

§ 4º The financial charges of operations with participants must be higher than the minimum actuarial rate, for plans constituted in the defined benefit modality, or to the reference index established in the investment policy, for plans constituted in other modalities, plus a rate referring to the administration of the operations and an additional risk rate.

Subsection VI
On the External Segment

Art. 26. The EFPC must observe, with respect to the guaranteeing resources of each plan, a limit of up to 10% (ten percent) in the external segment in the aggregate of:

I - shares of classes of investment funds and shares of classes of investment in shares of investment funds typified as “Fixed Income – External Debt” or external federal public debt securities; (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

II - shares of classes of investment funds constituted in Brazil, intended for the acquisition of shares of investment funds constituted abroad and for qualified investors, in which it is permitted to invest more than 40% (forty percent) of the net asset value in financial assets abroad, observed the terms of the regulation established by the Securities and Exchange Commission; (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

III - shares of classes of investment funds constituted in Brazil, intended for qualified investors, in which it is permitted to invest more than 40% (forty percent) of the net asset value in financial assets abroad, observed the terms of the regulation established by the Securities and Exchange Commission; (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

IV - (Revoked by CMN Resolution No. 5,202, of 3/27/2025.)

IV-A - shares of classes of investment funds constituted in Brazil, intended for the general public, in which it is permitted to invest more than 20% (twenty percent) of the net asset value in shares of investment funds constituted abroad; and (Included by CMN Resolution No. 5,202, of 3/27/2025.)

V - financial assets abroad belonging to the portfolios of funds constituted in Brazil, in accordance with the regulation established by the Securities and Exchange Commission, that are not provided for in items I to IV-A of the caput. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

§ 1º The EFPC must ensure that:

I - financial assets issued abroad with credit risk that compose the portfolio of investment funds constituted in Brazil referred to in items III, IV-A, and V of the caput are classified as investment grade by a credit rating agency registered with the Securities and Exchange Commission or recognized by this agency; (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

II - the managers of investment funds constituted abroad have been in activity for more than five years and manage an amount of third-party resources exceeding US$5,000,000,000.00 (five billion United States dollars) on the date of the investment; and

III - the investment funds constituted abroad have a performance history of more than twelve months.

§ 2º The requirement of item I of § 1º does not apply to titles issued abroad of Brazilian public debt or to financial assets issued abroad by a Brazilian company constituted as a publicly-held corporation.

§ 3º It is prohibited to acquire shares of classes of investment funds that apply up to 100% (one hundred percent) of their resources abroad whose bylaws do not meet, at minimum, the regulation applicable to qualified investors or to the general public as established by the Securities and Exchange Commission. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

§ 4º It is prohibited to directly or indirectly acquire shares of classes of investment funds in participations that apply resources abroad. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

§ 5º The investment funds constituted in Brazil referred to in items II and IV-A of the caput must provide in their bylaws that they can only acquire financial assets issued abroad through the acquisition of shares of investment funds constituted abroad, including shares of classes of ETFs. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

§ 6º The investment grade requirement referred to in item I of § 1º does not dispense with the necessary risk assessment by the EFPC.

§ 7º Financial assets issued abroad belonging to the portfolios of share classes not subject to the share treatment referred to in Article 32, sole paragraph, intended for: (Included by CMN Resolution No. 5,202, of 3/27/2025.)

I - the general public whose bylaws allow acquisition of up to 20% (twenty percent) of the net asset value in financial assets abroad; and (Included by CMN Resolution No. 5,202, of 3/27/2025.)

II - qualified investors whose bylaws allow acquisition of up to 40% (forty percent) of the net asset value in financial assets abroad. (Included by CMN Resolution No. 5,202, of 3/27/2025.)

§ 8º The EFPCs must certify that the share classes of investment funds they invest in guarantee that the requirements stipulated by the Securities and Exchange Commission for investment in vehicles and investment funds abroad are met by virtue of regulation exercised by a local supervisor. (Included by CMN Resolution No. 5,202, of 3/27/2025.)

§ 9º Financial assets issued abroad invested by the investment funds referred to in this article must be registered in a registration system, subject to asset bookkeeping, subject to custody, or subject to central deposit, in all cases, by institutions duly authorized in their countries of origin and supervised by a local supervisor. (Included by CMN Resolution No. 5,202, of 3/27/2025.)

CHAPTER VI
ON ALLOCATION AND CONCENTRATION LIMITS BY ISSUER

Section I
On Allocation Limits by Issuer

Art. 27. The EFPC must observe, with respect to the resources of each plan administered by it, the following allocation limits by issuer:

I - up to 100% (one hundred percent) if the issuer is the National Treasury;

II - up to 20% (twenty percent) in a banking financial institution authorized to operate by the Central Bank of Brazil; and

III - up to 10% (ten percent) in other issuers.

§ 1º For the purposes of this Resolution, companies belonging to the economic or financial group, as well as companies controlled by state or municipal treasuries, are considered as a single issuer.

§ 2º For the purpose of verifying the limit established in item III of the caput, in cases of issuance of receivables certificates with the adoption of a fiduciary regime, each separate patrimony constituted with the adoption of said regime is considered as the issuer.

§ 3º For the purpose of verifying the limits established in this article, the total investments of the benefit plan must be observed.

§ 4º The verification of the limits established in this article, when acquiring financial assets issued by the sponsor, must consider the total contracted debt of the sponsor with the benefit plan. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

Section II
On Concentration Limits by Issuer

Art. 28. The EFPC must observe, considering the sum of the resources administered by it, the concentration limit per issuer:

I - up to 25% (twenty-five percent) of the equity of:

a) financial institution authorized to operate by the Central Bank of Brazil;

b) class of FIDC or class of investment in FIDC shares; (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

c) class of fixed-income ETF and ETF referenced in shares issued by publicly held corporations, including the foreign index fund admitted to trading on the Brazilian stock exchange – BDR-ETF; (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

d) class of investment fund or class of investment in shares of investment fund classified in the structured segment, except shares of FIP class; (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

e) class of FII; and (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

f) class of investment funds constituted in Brazil as referred to in Article 26, caput, items III, IV-A and V; (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

II - up to 25% (twenty-five percent) of the separate equity constituted in the issuance of receivables certificates with the adoption of fiduciary regime; and

III - up to 15% (fifteen percent) of the equity: (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

a) of the investment fund constituted abroad as referred to in item II of Article 26; and

b) of the issuer listed in item “d” of item III of Article 21.

c) of FIP class. (Included by Resolution CMN No. 5,202, of 3/27/2025.)

§ 1º The EFPC must observe the limit of 25% (twenty-five percent) of the same issuance of fixed-income financial assets. (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

§ 2º The EFPC must observe the limit of 25% (twenty-five percent) of the same sub-class of FIDC shares. (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

§ 3º The limit established in item I of the caput does not apply to the class of investment in shares of investment fund, provided that the applications of the invested investment fund class observe the limits of this article. (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

§ 4º The provision set forth in § 3º also applies to the class of FIP shares that invest its equity in shares of other FIPs, in accordance with the rules of the Securities and Exchange Commission. (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

§ 5º The EFPC has up to sixty days from the date of each capitalization to comply with the limits set forth in item I of the caput.

§ 6º The EFPC must observe the concentration limit per issuer of up to 25% (twenty-five percent) of the number of shares that represent the total capital and voting capital, including subscription bonuses and subscription receipts, of the same publicly held corporation admitted or not to trading on a stock exchange.

CHAPTER VII
OF THE LOAN OF SECURITIES

Art. 29. The EFPC may lend financial assets from its portfolio, observing the rules on the loan of securities by clearinghouses and settlement and clearing service providers established by the National Monetary Council, as well as the regulatory measures adopted by the Securities and Exchange Commission.

Sole paragraph. The financial assets lent must, even in this condition, be considered for verification of the limits established in this Resolution.

CHAPTER VIII
OF DERIVATIVES

Art. 30. The EFPC may maintain positions in derivative markets, directly or through an investment fund, provided that the following conditions are cumulatively observed:

I - prior assessment of the risks involved;

II - existence of internal control systems adequate to its operations;

III - registration of the operation or negotiation on a stock or commodities and futures exchange or in an organized over-the-counter market;

IV - operation of clearinghouses and settlement and clearing service providers as the central counterparty guaranteeing the operation;

V - margin required limited to 15% (fifteen percent) of the position in financial assets accepted by the clearinghouse or settlement and clearing service provider authorized to operate by the Central Bank of Brazil or by the Securities and Exchange Commission; and (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

VI - total value of option premiums paid limited to 5% (five percent) of the position in the financial assets accepted by the clearinghouse or settlement and clearing service provider authorized to operate by the Central Bank of Brazil or by the Securities and Exchange Commission. (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

§ 1º For verification of the limits established in items V and VI of the caput, the securities received as collateral in repo operations cannot be considered. (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

§ 2º Derivative operations include those related to credit derivatives, and the EFPC may act as the risk-transferring counterparty in these operations.

§ 3º In the calculation of the limit referred to in item VI of the caput, in the case of structured operations with options that have the same quantity, the same underlying asset, and that the premium represents the maximum loss of the operation, the value of the premiums paid and received shall be considered, observing the provisions of item VII of Article 36.

§ 4º The provisions of items V and VI of the caput do not apply to the classes of shares of investment funds and classes of investment funds in shares of investment funds that have limited liability or to the shares referred to in Article 32, sole paragraph. (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

CHAPTER IX
OF INVESTMENT FUNDS CONSTITUTED IN BRAZIL

Art. 31. The investment fund subject to application by the EFPC must be registered with the Securities and Exchange Commission, and the investments made by it must observe the requirements of the financial assets established in this Resolution.

Sole paragraph. The EFPC must evaluate the costs resulting from applications in investment funds in relation to the application levels and disclose the expenses of outsourcing investments by benefit plan.

Art. 32. The investments made through classes of shares and through classes in shares of investment funds must be consolidated with the positions of the assets of the own portfolios and managed portfolios for the purpose of verifying the limits established in this Resolution. (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

Sole paragraph. The following are exempt from the provisions of the caput and are subject to share treatment: (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

I - shares of fixed-income ETF class, ETF referenced in shares issued by publicly held corporations, including the foreign index fund admitted to trading on the Brazilian stock exchange; (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

II - shares of classes of FIDC and of class of investment in FIDC shares; (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

III - shares of classes of investment fund or of class of investment in shares of investment fund classified in the structured segment; (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

IV - shares of classes of FII and of classes of investment in shares of FII; and (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

V - shares of classes of investment fund or class of investment in shares of investment fund constituted in Brazil classified in Article 26, caput, items I to IV-A. (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

Art. 33. The EFPC may capitalize or redeem shares of classes of investment funds with assets, provided that the regulation established by the Securities and Exchange Commission is observed. (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

Art. 34. The application of resources by the EFPC in shares of classes of investment funds or in managed portfolios, when the regulations or contracts contain clauses dealing with performance fees, is conditioned on the observance of the specific regulation of the Securities and Exchange Commission. (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

CHAPTER X
OF PASSIVE DECLASSIFICATION

Art. 35. The following are not considered as non-compliance with the limits established in this Resolution: passive declassifications resulting from:

I - appreciation of assets relative to the plan's guaranteeing resources;

II - receipt of shares as bonus;

III - conversion of bonuses or subscription receipts;

IV - exercise of the right of preference;

V - corporate restructuring in which the EFPC does not make new contributions;

VI - operations provided for in items II, III and IV of Article 33 of Complementary Law No. 109, of 2001;

VII - redemption of shares of investment funds in which the EFPC does not make new contributions; and

VIII - receipt of assets resulting from loan operations carried out in accordance with Article 29.

IX - judicial recovery processes; and (Included by Resolution CMN No. 5,202, of 3/27/2025.)

X - real estate revaluation. (Included by Resolution CMN No. 5,202, of 3/27/2025.)

§ 1º The excesses referred to in this article must be eliminated within a period of two years from the occurrence of the declassification.

§ 2º The EFPC is prohibited, until its respective classification, from making investments that aggravate the excesses verified.

CHAPTER XI
OF PROHIBITIONS

Art. 36. Through its own portfolio, managed portfolio, classes of shares of investment funds and classes of investment in shares of investment funds, the EFPC is prohibited from:

I - carrying out purchase and sale operations, or any other form of asset exchange between plans of the same EFPC;

II - carrying out credit operations, including with its sponsors, except in the cases expressly provided for in Article 25 of this Resolution;

III - applying in financial assets issued by natural persons;

IV - applying in financial assets issued by limited liability companies, except in the cases expressly provided for in this Resolution;

V - applying in shares and other financial assets issued by closely held corporations, except in the cases expressly provided for in this Resolution;

VI - carrying out operations with shares, subscription bonuses on shares, subscription receipts on shares, securities deposit certificates not admitted to trading through an organized over-the-counter market or stock exchange authorized to operate by the Securities and Exchange Commission, except in the following hypotheses:

a) public distribution of shares;

b) exercise of the right of preference;

c) conversion of debentures into shares;

d) exercise of bonuses or subscription receipts;

e) cases involving negotiation of relevant participation in accordance with Previc regulation; and

f) other cases expressly provided for in this Resolution;

VII - maintain positions in derivative markets, directly or through an investment fund:

a) short; or

b) that generate the possibility of loss greater than the value of the portfolio's equity or the investment fund's equity or that require the shareholder to contribute additional resources to cover the fund's loss;

VIII - carry out purchase and sale operations of the same financial asset on the same day (day trade operations), except those carried out on an electronic platform or on a stock or commodities and futures exchange duly justified in a report attested by the AETQ;

IX - apply abroad, except in the cases expressly provided for in this Resolution;

X - provide guarantee, surety, acceptance or co-obligate in any form;

XI - lease, lend, borrow, pledge or collateralize financial assets, except in the following hypotheses:

a) deposit of guarantees in derivative operations within the scope of each benefit plan;

b) loan operations of financial assets, in accordance with Article 29; and

c) deposit of guarantees of judicial actions within the scope of each plan administered by the EFPC;

XII - act as a constructor, directly or indirectly; and

XIII - acquire land and real estate.

XIV - acquire or maintain, directly or indirectly, investments in virtual assets. (Included by Resolution CMN No. 5,202, of 3/27/2025.)

§ 1º The prohibitions established in items II to XIII of the caput do not apply to the classes and sub-classes of shares, to the classes of investment in FIDC shares, to the shares of classes of investment funds typified as multi-market and Fiagro classified in the structured segment, classes and sub-classes of shares of investment funds classified as “Shares - Access Market” and investment funds constituted abroad, observing the regulation of the Securities and Exchange Commission. (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

§ 2º The prohibitions established in items IV, V, VI, VII, IX, X, XI and XIII of the caput do not apply to the classes of FIP shares, observing the regulation of the Securities and Exchange Commission. (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

§ 3º The prohibitions established in items VIII and IX of the caput do not apply to the classes of shares of investment funds constituted in Brazil as referred to in Article 26, caput, items I to IV-A. (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

§ 4º The prohibition established in item I of the caput does not apply to the transfer of resources between benefit plans and the administrative management plan, regarding administrative funding and, on an exceptional basis, those resulting from operations provided for in items II, III and IV of Article 33 of Complementary Law No. 109, of 2001, or situations related to the implementation of National Registry of Legal Entities by plan, in accordance with Previc regulation, provided that:

I - the transaction proves to be of unequivocal interest to the plans involved, including regarding the price of the assets to be practiced; and

II - the operation is approved by the executive board and deliberative council of the EFPC, with the consent of the fiscal council.

§ 5º The prohibition established in item IX of the caput does not apply to the classes of shares of investment funds constituted in Brazil as referred to in Article 26, § 7º, items I and II. (Included by Resolution CMN No. 5,202, of 3/27/2025.)

CHAPTER XII
OF TRANSITIONAL AND FINAL PROVISIONS

Section I
Of Transitional Provisions

Art. 37. The EFPC that verifies, on the date of entry into force of this Resolution, the declassification of each plan regarding the requirements or limits now established, may maintain the respective investments until the date of their maturity or alienation.

§ 1º The EFPC is prohibited from making new applications that aggravate the excesses mentioned in the caput until compliance with the provisions of this Resolution is observed.

§ 2º Exempt from the provisions of § 1º are the capitalization, as a result of commitments formally assumed by the EFPC until the date of entry into force of this Resolution, of shares of:

I - FIDC; (Amended by Resolution CMN No. 5,202, of 3/27/2025.)

II - FIP; and

III - FII. (Amended by CMN Resolution No. 5,202, of 3/27/2025.)

§ 3º EFPCs may maintain investments in FICFIP and FMIEE in their portfolio, observing the procedure established by the Securities and Exchange Commission (Comissão de Valores Mobiliários) for their regularization.

§ 4º The inventory of real estate and land belonging to the own portfolio shall be considered for the calculation of the limit set forth in art. 24 in relation to the resources of each plan.

§ 5º Within twelve years, counted from the date of May 29, 2018, EFPCs shall alienate the inventory of real estate and land belonging to their own portfolio or constitute an FII to house them, the limit established in item “e” of paragraph I of art. 28 not applying in this case.

§ 5º (Revoked by CMN Resolution No. 5,202, of 3/27/2025.)

Art. 38. The EFPC with a plan approved by the National Monetary Council remains subject to the obligations existing on the date of publication of this Resolution regarding the execution of that plan.

Art. 39. The requirement referred to in § 1º of art. 16, for financial assets belonging to the portfolios of FIDC, FIP, and FII, enters into force in the manner and on the date to be defined by Previc.

Section II
Final Provisions

Art. 40. The provisions of Chapter III of this Resolution do not apply to financial assets issued abroad, including investment funds constituted abroad, belonging to portfolios of funds constituted in Brazil that have an EFPC as a shareholder.

Art. 41. Previc may, within the terms of its legal competence, edit procedural regulations necessary for compliance with the provisions of this Resolution.

Art. 42. The following are revoked:

I - Resolution No. 4,661, of May 25, 2018;

II - Resolution No. 4,695, of November 27, 2018; and

III - CMN Resolution No. 4,873, of December 23, 2020.

Art. 43. This Resolution enters into force on May 2, 2022.

Roberto de Oliveira Campos
Neto

President of the Central Bank of Brazil