Resolution CMN No. 5202 — Amends Resolution CMN No. 4994 of March 24, 2022, regarding guidelines for the application of resources guaranteeing plans administered by closed complementary pension entities

RESOLUTION
CMN No. 5,202, OF MARCH 27, 2025

Amends Resolution CMN No. 4,994, of March 24, 2022, which establishes guidelines for the application of resources guaranteeing plans administered by closed complementary pension entities.

The Central Bank of Brazil, in accordance with Article 9 of Law No. 4,595, of December 31, 1964, makes public that the National Monetary Council, in a session held on March 27, 2025, considering the provisions of Article 9, § 1, of Complementary Law No. 109, of May 29, 2001,

RESOLVES:

Art. 1. Resolution CMN No. 4,994, of March 24, 2022, published in the Official Gazette of the Union on March 28, 2022, shall enter into force with the following amendments:

“Art. 2. The provisions of this Resolution apply to the resources of 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.

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 Article 27, § 4.” (NR)

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

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

II - exercise its activities with good faith, loyalty, diligence, timeliness, and prudence; .......................................................................................................................................” (NR)

“Art. 7. ...................................................................................................................................

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§ 2. The EFPC must maintain a digital record of all documents supporting decision-making in the application of plan resources, when it involves own management, a specific class of investment fund shares, or an application in which the EFPC has decision-making power over its realization.” (NR)

“Art. 9. The EFPC must designate an administrator or committee responsible for risk management, considering its size and complexity, in accordance with the regulation of the National Superintendence of Complementary Pension – Previc.” (NR)

“Art. 10. ..................................................................................................................................

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§ 4. The EFPC must consider, in risk analysis, when deemed material and relevant, aspects related to the economic, environmental, social, and governance sustainability of investments.

§ 5. The EFPC, observing the segmentation and criteria stipulated by Previc, must evaluate and provide transparency regarding the environmental, social, or governance impacts of the investment portfolio of benefit plans.” (NR)

“Art. 12. ..................................................................................................................................

Sole paragraph. A conflict of interest is configured in any situations where actions can be identified that are not aligned with the objectives of the plan administered by the EFPC, regardless of obtaining advantage for oneself or others, resulting or not in prejudice.” (NR)

“Art. 14. Third-party service providers of administration and portfolio management, analysis, and securities consulting, contracted by the EFPC, must be registered, authorized, or accredited in accordance with the regulation of the Securities and Exchange Commission (CVM).” (NR)

“Art. 16. ..................................................................................................................................

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

.......................................................................................................................................” (NR)

“Art. 17. ..................................................................................................................................

§ 1. In the transactions referred to in the caput, carried out in the over-the-counter market through own portfolio, a specific class of investment fund shares, or an application in which the EFPC has decision-making power over its realization, the 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 least three secondary sources.

.......................................................................................................................................” (NR)

“Art. 18. ..................................................................................................................................

Sole paragraph. In the absence of an ISIN code, any other code capable of identifying financial assets individually may be accepted, provided it is admitted by the Securities and Exchange Commission (CVM).” (NR)

“Art. 21. ..................................................................................................................................

I - .............................................................................................................................................

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b) shares of fixed-income ETF classes composed exclusively of internal federal public debt securities;

II - ............................................................................................................................................

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c) shares of fixed-income ETF classes, in accordance with the regulation established by the Securities and Exchange Commission (CVM); and

III - ...........................................................................................................................................

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d) incentivized debentures referred to in Article 2 of Law No. 12,431, of June 24, 2011, and infrastructure debentures, referred to in Law No. 14,801, of January 9, 2024;

e) shares of investment funds in credit rights – FIDC and investment classes in FIDC shares, bank credit notes – CCB, certificates of bank credit notes – CCCB; and

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§ 3. Fixed-income financial assets issued by closed joint-stock companies 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.

.......................................................................................................................................” (NR)

“Art. 22. ..................................................................................................................................

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II - up to 50% (fifty percent) of the resources of each plan in shares, subscription bonuses, subscription receipts, securities deposit certificates, and shares of index fund classes referenced in shares issued by open joint-stock companies whose shares are admitted to trading on a stock exchange and are not in a special segment;

III - up to 10% (ten percent) of the resources of each plan in Brazilian Depositary Receipts – BDR and International ETF, admitted to trading on the Brazilian stock exchange, observing the regulation established by the Securities and Exchange Commission (CVM); and

.......................................................................................................................................” (NR)

“Art. 23. The EFPC must observe, regarding the resources guaranteeing each plan, a limit of up to 20% (twenty percent) in the structured segment, and additionally, the following limits:

I - observing the maximum limit referred to in the caput, up to 10% (ten percent) of the plan's resources in each of the following financial assets:

a) shares of investment funds in participations – FIP classes;

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d) shares of investment funds in agro-industrial production chains – Fiagro classes, observing the regulation established by the Securities and Exchange Commission (CVM);

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III - observing the maximum limit referred to in the caput, up to 10% (ten percent) of the plan's resources in the aggregate of the following financial assets:

a) certificates of structured operations – COE; and

b) shares of investment fund classes, typified as “Shares - Access Market”, observing the regulation established by the Securities and Exchange Commission (CVM);

IV - observing the maximum limit referred to in the caput, up to 15% (fifteen percent) of the plan's resources in shares of investment fund classes typified as multimarket; and

V - observing the maximum limit referred to 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 (CVM).

§ 1. The EFPC must certify that the FIP is qualified as an investment entity, in accordance with the regulation of the Securities and Exchange Commission (CVM), including rules for the preparation and disclosure of financial statements.

§ 2. The FIP must provide in its bylaws:

I - the determination that the investment fund manager, or managers linked to its respective economic group, maintain, at least, 3% (three percent) of the subscribed capital of the sub-class or class of the fund;

II - the prohibition that EFPCs 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

III - the limitation of liability of shareholders to the value subscribed by them.

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§ 4. Investments made through shares of investment fund classes typified as multimarket not classified in this article or in the external segment may be consolidated with the positions of assets in own portfolios and managed portfolios for the purpose of verifying limits.” (NR)

“Art. 24. ..................................................................................................................................

I - shares of real estate investment funds – FII and shares in FII shares;

.......................................................................................................................................” (NR)

“Art. 26. ..................................................................................................................................

I - shares of investment funds and shares of investment in shares of investment funds typified as “Fixed Income – External Debt” or external federal public debt securities;

II - shares 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 net assets in financial assets abroad, observing the terms of the regulation established by the Securities and Exchange Commission (CVM);

III - shares of investment funds constituted in Brazil, intended for qualified investors, in which it is permitted to invest more than 40% (forty percent) of net assets in financial assets abroad, observing the terms of the regulation established by the Securities and Exchange Commission (CVM);

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IV-A - shares of investment funds constituted in Brazil, intended for the general public, in which it is permitted to invest more than 20% (twenty percent) of net assets in shares of investment funds constituted abroad; and

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 (CVM), which are not provided for in items I to IV-A of the caput.

§ 1. .........................................................................................................................................

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 must be classified as investment grade by a credit rating agency registered with the Securities and Exchange Commission (CVM) or recognized by this authority;

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§ 3. It is prohibited to acquire shares of investment fund classes that apply up to 100% (one hundred percent) of their resources abroad if their bylaws do not meet, at a minimum, the regulation applicable to qualified investors or the general public as established by the Securities and Exchange Commission (CVM).

§ 4. It is prohibited to directly or indirectly acquire shares of investment funds in participations that apply resources abroad.

§ 5. Investment funds constituted in Brazil referred to in items II and IV-A of the caput must provide in their bylaws that they may only acquire financial assets issued abroad through the acquisition of shares of investment funds constituted abroad, including shares of ETF classes.

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§ 7. 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:

I - the general public whose bylaws allow acquisition of up to 20% (twenty percent) of net assets in financial assets abroad; and

II - qualified investors whose bylaws allow acquisition of up to 40% (forty percent) of net assets in financial assets abroad, must be classified in item V of the caput.

§ 8. EFPCs must certify that the share classes of investment funds they invest in guarantee that the requirements stipulated by the Securities and Exchange Commission (CVM) for investment in vehicles and investment funds abroad are met by virtue of regulation exercised by a local supervisor.

§ 9. 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.” (NR)

“Art. 27. ..................................................................................................................................

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§ 4. The verification of the limits established in this article, when acquiring financial assets issued by the sponsor, must consider the total debt contracted by the sponsor with the benefit plan.” (NR)

“Art. 28. ..................................................................................................................................

I - .............................................................................................................................................

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b) FIDC class or investment class in FIDC shares;

c) fixed-income ETF class and ETF referenced in shares issued by open joint-stock companies, including the foreign index fund admitted to trading on the Brazilian stock exchange – BDR-ETF;

d) investment fund class or investment class in investment fund shares classified in the structured segment, except FIP share classes;

e) FII class; and

f) investment fund classes constituted in Brazil referred to in Article 26, caput, items III, IV-A, and V;

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III - up to 15% (fifteen percent) of net assets:

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c) of FIP class.

§ 1. The EFPC must observe the limit of 25% (twenty-five percent) of the same issuance of fixed-income financial assets.

§ 2. The EFPC must observe the limit of 25% (twenty-five percent) of the same sub-class of FIDC shares.

§ 3. The limit established in item I of the caput does not apply to the investment class in investment fund shares, provided that the applications of the invested investment fund class observe the limits of this article.

§ 4. The provision set forth in § 3 also applies to the FIP share class that invests its net assets in shares of other FIPs, in accordance with the rule of the Securities and Exchange Commission (CVM).

.......................................................................................................................................” (NR)

“Art. 30. ..................................................................................................................................

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V - margin required limited to 15% (fifteen percent) of the position in financial assets accepted by the clearinghouse or clearing and settlement service provider authorized to operate by the Central Bank of Brazil or the Securities and Exchange Commission (CVM); and

VI - total value of option premiums paid limited to 5% (five percent) of the position in financial assets accepted by the clearinghouse or clearing and settlement service provider authorized to operate by the Central Bank of Brazil or the Securities and Exchange Commission (CVM).

§ 1. For the verification of the limits established in items V and VI of the caput, titles received as collateral in repo operations cannot be considered.

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§ 4. The provisions of items V and VI of the caput do not apply to share classes 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.” (NR)

“Art. 32. Investments made through share classes and classes in shares of investment funds must be consolidated with the positions of assets in own portfolios and managed portfolios for the purpose of verifying the limits established in this Resolution.

Sole paragraph. The provisions of the caput are excepted and subject to share treatment:

I - shares of fixed-income ETF classes, ETF referenced in shares issued by open joint-stock companies, including the foreign index fund admitted to trading on the Brazilian stock exchange;

II - shares of FIDC classes and investment classes in FIDC shares;

III - shares of investment funds or investment classes in investment fund shares classified in the structured segment;

IV - shares of FII classes and investment classes in FII shares; and

V - shares of investment funds or investment classes in shares of investment funds constituted in Brazil classified in Article 26, caput, items I to IV-A.” (NR)

“Art. 33. The EFPC may capitalize or redeem shares of investment fund classes with assets, provided that the regulation established by the Securities and Exchange Commission (CVM) is observed.” (NR)

“Art. 34. The application of resources by the EFPC in shares of investment fund classes or in managed portfolios, when the bylaws or contracts contain clauses dealing with performance fees, is conditioned on the observance of the specific regulation of the Securities and Exchange Commission (CVM).” (NR)

“Art. 35. ..................................................................................................................................

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IX - judicial recovery processes; and

X - real estate revaluation.

.......................................................................................................................................” (NR)”

“Art. 36. Through its own portfolio, administered portfolio, investment fund share classes, and investment classes in investment fund shares, it is prohibited for the EFPC:

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XIV - acquire or maintain, directly or indirectly, investments in virtual assets.

§ 1º The prohibitions established in items II to XIII of the caput do not apply to share classes and subclasses, investment classes in FIDC shares, investment fund share classes typified as multimarket and Fiagro classified in the structured segment, share classes and subclasses of investment funds classified as “Shares - Access Market” and investment funds constituted abroad, observed the regulation of the Securities and Exchange Commission.

§ 2º The prohibitions established in items IV, V, VI, VII, IX, X, XI and XIII of the caput do not apply to FIP share classes, observed the regulation of the Securities and Exchange Commission.

§ 3º The prohibitions established in items VIII and IX of the caput do not apply to share classes of investment funds constituted in Brazil referred to in Art. 26, caput, items I to IV-A.

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§ 5º The prohibition established in item IX of the caput does not apply to share classes of investment funds constituted in Brazil referred to in Art. 26, § 7º, items I and II.” (NR)

“Art. 37. ..................................................................................................................................

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§ 2º .........................................................................................................................................

I - FIDC;

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III - FII.

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(NR)

Art. 2º The following provisions of Resolution CMN No. 4,994, of March 24, 2022, published in the Official Gazette of the Union on March 28, 2022, are repealed:

I - the sub-items “b” and “c” of item I of the caput of Art. 23;

II - item II of the caput of Art. 23;

III - item IV of the caput of Art. 26; and

IV - § 5º of Art. 37.

Art. 3º This Resolution enters into force on the date of its publication.

GABRIEL
MURICCA GALÍPOLO

President of the Central Bank of Brazil