On December 18, 2025, the Brazilian National Monetary Council (“CMN”) published CMN Resolution No. 5,272, which provides for the investment of funds from the Special Social Security Regime for Public Servants (“RPPS”) established by the Federal Government, the states, the Federal District, and the cities to ensure the payment of social security benefits to public servants. The new regulation repeals and replaces CMN Resolution No. 4,963 of November 25, 2021, introducing significant changes to the rules governing the investment of RPPS funds.

OBJECTIVE

The regulatory review involved aligning the terms of the rules applicable to the RPPS with the regulatory framework for investment funds, introduced by Resolution No. 175 of the Brazilian Securities and Exchange Commission (“CVM”), of December 23, 2022, as amended (“CVM Resolution 175”). Additionally, the measure encourages the strengthening of governance and management practices and reduces the concentration of RPPS investments in specific segments and assets – including those issued by financial institutions –, with the aim of increasing the protection of beneficiaries and ensuring the sustainability of pension regimes.

Among the main changes, a key highlight is the requirement that the classes of investment funds eligible for investment by RPPS expressly establish, in their bylaws, that the quota holder’s liability is limited to the amount subscribed. In addition, CMN Resolution No. 5,272 updates concepts and definitions, including in relation to investment abroad and the corresponding suffixes previously required. The regulation also revised the terminology to align the vocabulary with that adopted by CVM Resolution 175. The regulation also expressly introduces assets provided for in CVM Resolution 175, such as Decarbonization Credits (“CBIOs”), expanding the list of eligible instruments and harmonizing the regulatory treatment of these assets within the scope of investments by RPPS.

PRO-MANAGEMENT RPPS CERTIFICATION

CMN Resolution No. 5,272 assigns a central role to institutional certification within the scope of the Pro-Management RPPS program, giving it a structuring function both for defining applicable limits and for determining the eligibility of specific investments. Compared to the previous regime, there has been a significant shift in focus: certification no longer serves as a factor in extending limits, but rather as a criterion for access to specific assets.

In this new regulatory framework, investment vehicles in the structured and real estate segments – such as units of real estate investment fund classes (“FIIs”), private equity investment funds (“FIPs”), and agribusiness production chain investment funds (“FIAGROs”) – become accessible exclusively to those RPPS that demonstrate higher levels of compliance with the Pro-Management program, particularly at levels III and IV, as applicable. Conversely, RPPS that do not hold institutional certification or are only at the initial levels of the program are subject to significant restrictions on their allocation possibilities, reflecting a regulatory approach focused on fixed‑income investments.

INVESTMENT FUND SERVICE PROVIDERS FOR RPPS

Another key aspect of CMN Resolution No. 5,272 concerns the tightening of the minimum standards applicable to essential service providers of investment funds eligible to receive RPPS funds.

In the previous regime, the regulations used a table listing fiduciary administrators authorized to operate in RPPS-eligible funds. Therefore, the focus was on a pre-defined list of qualified institutions, whose compliance was verified in a relatively objective and static way.

However, CMN Resolution No. 5,272 abandons the list model and adopts stricter and more qualitative prudential criterion. It now requires that either the fund’s administrator or the asset manager be an institution authorized to operate by the Central Bank of Brazil (“BC”) – classified in prudential segments S1 or S2, under the terms of CMN regulation – or a member of a prudential conglomerate led by an institution classified in these segments. Thus, it serves as an objective eligibility requirement, and failure to comply with it prevents the RPPS from making new investments in the corresponding fund.

In addition, the regulation establishes a limit on the concentration of social security funds under management by determining that the investment fund administrator cannot hold more than 50% of its managed funds from RPPS. CMN Resolution No. 5,272 also maintains the requirement for prior accreditation of the manager and administrator, who must be assessed by those responsible for managing the RPPS’s funds as having good management quality and an adequate investment control environment, under the terms of the parameters established in CMN Resolution No. 5,272. It is worth noting that verification of compliance with prudential requirements will now be conducted directly based on public information released by the BC and the CVM.

These requirements are also reflected in the rules governing intermediation. The resolution establishes that the purchase and sale of fund quotas and other assets involving RPPS funds can only be carried out by financial institutions that meet the prudential requirements applicable to the S1 or S2 segments, or by institutions that are part of their respective prudential conglomerates. Accordingly, such transactions must be carried out directly, without intermediaries, using the institution’s own structure and a designated technical officer responsible for such operation.

APPLICATION SEGMENTS – ASSETS AND ADJUSTMENTS TO LIMITS

CMN Resolution No. 5,272 rearranges the investment segments of RPPS funds, both by updating and expanding the list of eligible assets and investment vehicles and by reinforcing the link between the eligibility of investments and the system’s institutional certification levels. In this new regulatory design, access to specific segments and products now expressly depends on the level of compliance of the RPPS with the Pro-Management RPPS [³]–[⁴]program.

Regarding the fixed-income segment, the resolution expands the investable nature of RPPS by allowing, in investment fund portfolios, assets originating from more sophisticated credit structures, provided that additional legal certainty and risk‑mitigation requirements are met, such as the requirement of a public offering and the establishment of a fiduciary regime, in compliance with the applicable legislation. This update reflects the alignment of the RPPS regime with the evolution of the capital market and the provision introduced by CVM Resolution 175, while preserving the prudential approach compatible with the social security nature of the funds.

Similarly, CMN Resolution No. 5,272 consolidates and rearranges the eligibility of specific investment vehicles classified as structured investments, whose access remains conditional on higher levels of institutional certification, such as FIAGROs.

With regard to investments with foreign exposure, CMN Resolution No. 5,272 implements adjustments resulting from the conceptual and terminological alignment with CVM Resolution 175. The expansion of allocation possibilities occurs in a controlled manner and is subject to compliance with minimum criteria related to the experience, size, and performance history of the managers and investment vehicles involved. In addition, the specific prohibitions on structures considered incompatible with the social security profile of the systems were maintained.

As for the structured investments segment, the global limit for investments in FIPs has been increased. However, access to this type of investment is now restricted to the certified RPPS at level IV of the Pro-Management RPPS program. It should be emphasized that the regulatory requirements applicable to FIPs and their service providers – including those relating to classification as an investment entity, governance, manager experience, and “skin in the game” – apply to investments made directly by RPPS in units of FIP classes and do not automatically extend to indirect structures.

This logic is reinforced by the introduction of more precise concentration limits per class. CMN Resolution No. 5,272 further provides that RPPS cannot collectively hold more than 40% of the net asset value of the same FIP class, except for the carve‑out applicable during the first and last twelve months of the investment.

MANAGEMENT LIMITS

In addition to the limits applicable to specific investment vehicles or classes, as mentioned above for FIPs, CMN Resolution No. 5,272 consolidates a general concentration parameter applicable to the management of investment funds eligible for RPPS by establishing that the total participation of RPPS, in aggregate, cannot exceed 50% of the fund’s net assets, except for other limits established in the regulation. In the case of credit rights investment funds, this concentration limit applies particularly to the senior sub-class.

PROHIBITIONS

With regard to prohibitions, it is worth highlighting the express prohibition on RPPS, including through the acquisition of quotas in investment fund classes, providing a guarantee, endorsement, acceptance, or otherwise assuming joint liability.

This restriction is in line with the innovation introduced by CVM Resolution 175, which now allows investment funds to provide guarantees, provided that they are expressly established in the bylaws. However, in the case of RPPS, CMN Resolution No. 5,272 adopts a more conservative stance, categorically prohibiting this type of operation – regardless of regulatory authorization from the CVM or contractual provision. In practical terms, this inclusion may restrict the access of specific RPPS to investment funds whose strategies recurrently involve the provision of guarantees or the assumption of co-obligations, especially in structures in which these operations are inherent to the investment dynamics.

It is worth highlighting, for comparative purposes, that CMN Resolution No. 4,994, later amended by CMN Resolution No. 5,202, also incorporated a similar prohibition into the regime applicable to Closed Supplementary Pension Entities (“EFPC”), but established an exception for equity investment funds. CMN Resolution No. 5,272, in turn, does not apply this exception for the RPPS, maintaining the prohibition uniformly.

TRANSITION AND DISQUALIFICATION REGIME

Finally, the regulation provides for a transitional regime under circumstances that do not constitute non-compliance with the limits it establishes, avoiding abrupt divestment movements. Passive disqualifications arising, for example, from investments made before CMN Resolution No. 5,272 came into force, redemptions of investment fund class quotas by another quota holder, and reorganizations in the fund’s class structure must be remedied within two years of the disqualification.

In addition, the RPPS is prevented from making investments that aggravate the excesses verified or from making new investments in non-compliant assets until they are adjusted, reinforcing the prudential nature of the transition process.

Additionally, investments made prior to the entry into force of CMN Resolution No. 5,272 in fixed-term assets, assets with lock-up periods, maturity dates, or quota conversion rules can be maintained until the term initially established.

CMN Resolution No. 5,272 entered into force on February 02, 2026.

Demarest’s Investment Funds and Asset Management and Banking and Finance teams are monitoring the developments of this topic and remain available to assist as may be necessary.

[³]Access the list of organizations and corresponding certifications: https://www.gov.br/previdencia/pt-br/assuntos/rpps/pro-gestao-rpps-certificacao-institucional/pro-gestao-rpps.

[⁴] For reference purposes, the Investment Monitoring Coordination of the RPPS Department of the Ministry of Social Security aims to present, in a comparative and didactic way, the correspondence between the types of assets defined in CMN Resolution No. 4,963/2021 and those provided for in CMN Resolution No. 5,272.

Access: https://www.gov.br/previdencia/pt-br/assuntos/rpps/documentos/Orientao_Novos_Ativos_ResoluoCMN5.2722025_PolticadeInvestimentos_20_01_2025.pdf.

Accessed on: February 03, 2026.