Circular 3/2025 of the National Securities Market Commission on Statistical Information Requirements for EU Investment Institutions, Venture Capital Entities, and Closed-End Collective Investment Institutions

I. GENERAL PROVISIONS NATIONAL SECURITIES MARKET COMMISSION 14700 Circular 3/2025, of June 24, of the National Securities Market Commission, on statistical information requirements for investment institutions, venture capital entities, and closed-end collective investment institutions of the European Union.

Circular 5/2008, of November 5, of the National Securities Market Commission (CNMV), on statistical information requirements regarding assets and liabilities of collective investment institutions of the European Union, pursuant to Regulation (EC) No 958/2007 of the European Central Bank (ECB), established the requirement to submit statistical information to Collective Investment Institutions (CIIs) that were not subject to Circular 1/2007.

1 Circular 1/2007, of July 11, of the National Securities Market Commission, on statistical information requirements for Collective Investment Institutions of the European Union, which partially modifies Circular 2/1998, of July 27, on statistical information requirements for Collective Investment Institutions of the European Monetary Union, repealed by the current Circular 2/2021, of September 28, of the National Securities Market Commission, on statistical information requirements for European Union money market funds.

To comply with Regulation (EU) No 1073/2013 of the European Central Bank, of October 18, 2013, on statistics on assets and liabilities of investment funds (recast) (ECB/2013/38), which repealed the aforementioned Regulation (EC) No 958/2007, Circular 5/2014 adapted the OIF (Other Financial Intermediaries) models, regulated in Circular 5/2008, to the new informational needs of the ECB, and included as obligated subjects venture capital entities (VCEs) and other types of collective investment institutions that, as a result of possible subsequent legislative changes, might be created and meet the definition of investment fund in Article 1 of the aforementioned Regulation (EU) No 1073/2013.

2 Circular 5/2014, of October 27, of the National Securities Market Commission, which modifies Circular 5/2008, of November 5, on statistical information requirements regarding assets and liabilities of collective investment institutions of the European Union.

With the entry into force of Regulation (EU) 2024/1988 of the European Central Bank, of June 27, 2024, concerning statistics on investment funds and repealing Decision (EU) 2015/32 and Regulation (EU) No 1073/2013 of the European Central Bank (hereinafter, Regulation (EU) 2024/1988 of the European Central Bank), both repeals taking effect from December 1, 2025, it is necessary once again to adapt Spanish regulations to the informational needs of the European Central Bank.

The scope of application of this circular is defined to reflect what is stated in Article 1 of the aforementioned Regulation and, additionally, to allow the collection of necessary information established in the European Central Bank's Guideline of December 9, 2011, on ECB statistical information requirements in the field of external statistics (recast) (ECB/2011/23) and the European Central Bank's Guideline of July 25, 2013, on ECB statistical information requirements in the field of quarterly financial accounts (recast) (ECB/2013/24).

On the other hand, certain requirements are incorporated that will serve the ECB to enrich other information sets, allowing for better integration of the information collected through this circular with other sources. Specifically, the information sets will be the Register of Institutions and Affiliates Data (RIAD), prepared in accordance with European Central Bank Guideline (EU) 2018/876 (ECB/2018/16), and the centralized securities database, prepared in accordance with European Central Bank Guideline (EU) 2022/971 (ECB/2022/25).

Finally, this circular is used to request that financial entities registered in the CNMV registries acting as management companies provide information, security by security, of the transactions carried out with shares in the institutions and entities they manage, provided they are registered in the CNMV registries. This information had been collected until now by the Bank of Spain under Circular 3/2013, of July 29, of the Bank of Spain, on declaration of transactions and balances in negotiable securities, in accordance with Regulation (EU) 1011/2012 of the European Central Bank, of October 17, 2012, on statistics on securities portfolios. The requested information refers to financial institutions among which are certain collective investment institutions, whose supervision in Spain is attributed to the CNMV, as provided in Article 70 of Law 35/2003, of November 4, on Collective Investment Institutions, and therefore is now requested by the CNMV.

The collected information will be transmitted by the CNMV to the Bank of Spain and subsequently to the ECB to comply with national statistical obligations collected in the aforementioned regulations. Additionally, it may be used for purposes other than strictly statistical ones under the terms set forth in Article 8 of Council Regulation (EC) No 2533/98, of November 23, 1998, on the collection of statistical information by the European Central Bank. In this context, the confidential information required in this circular may be transmitted within the European System of Central Banks, to other authorities or bodies, and to third parties under the conditions established in the aforementioned Regulation and applying the protection measures contained therein.

Law 6/2023, of March 17, on Securities Markets and Investment Services, regulates in its Article 252 the cooperation and exchange of information with other supervisory authorities.

For all the above, it is necessary to repeal Circular 5/2008 and Circular 5/2014 with this new circular, for which, in accordance with the authorization contained in Article 22 of the Development Regulation of Law 35/2003, of November 4, on Collective Investment Institutions, approved by Royal Decree 1082/2012 of July 13, as well as in Article 70 of Law 22/2014, of November 12, regulating venture capital entities, other closed-end collective investment entities, and management companies of closed-end collective investment entities, and in the Order of June 17, 1999, which partially develops Law 1/1999, of January 5, regulating venture capital entities and their management companies, authorizing the National Securities Market Commission to issue provisions on the procedure for authorization of new entities, accounting standards, and information obligations of venture capital entities and their management companies, the Council of the National Securities Market Commission, after a report from the Advisory Committee, in its meeting on June 24, 2025, has ordered:

Rule 1. Scope of Application.

1. This circular shall apply to compartments or CIIs, in the case that these lack compartments, referred to in Title III of Law 35/2003, of November 4, on Collective Investment Institutions, registered in the CNMV registries, that are not authorized as money market funds (MMFs) in accordance with Regulation (EU) 2017/1131 of the European Parliament and of the Council, of June 14, 2017, on money market funds, nor whose investment policy or vocation is to invest in compartments or CIIs that are MMFs, nor those included in the list of monetary financial institutions (MFIs) published by the ECB,

except –in these latter cases– for the information on participants which shall apply to them, contained in section 1.c) of Rule 2.

2. Likewise, it shall apply to collective investment entities included in the scope of application of Law 22/2014, of November 12, regulating venture capital entities, other closed-end collective investment entities, and management companies of closed-end collective investment entities, registered in the CNMV registries. In particular:

a) Venture capital entities (VCEs): venture capital companies (VCCs), venture capital funds (VCFs), small and medium-sized enterprise venture capital companies (SME-VCCs), and small and medium-sized enterprise venture capital funds (SME-VCFs).

b) Closed-end collective investment entities (CECIEs): closed-end collective investment companies (CECICs) and closed-end collective investment funds (CECIFs).

c) European Venture Capital Funds (EuVECA).

d) European Social Entrepreneurship Funds (EuSEF).

e) European Long-Term Investment Funds (ELTIFs).

3. In any case, it shall apply to all compartments or institutions and entities, in the case that these lack compartments, that, as a result of possible subsequent legislative changes, may be registered with the CNMV and are included in the list of obligated parties published by the ECB in accordance with Regulation (EU) 2024/1988 of the European Central Bank.

Rule 2. Confidential States Regarding Statistical Information of EU Institutions and Entities.

1.a) Institutions and entities subject to the scope of application of this circular that are not subject to size exemption.

The CIIs included in section 1 of Rule 1 of this circular, other than free-investment CIIs and free-investment CII-of-CIIs, and that have not been subject to size exemption (in the sense of Rule 3 of this circular), shall submit to the CNMV the confidential information detailed below referring to the last day of the indicated period, within the established deadlines and according to the models appearing in the annex of this circular.

State Name Frequency Maximum Submission Deadline OIF1 Security Information. Monthly. Day 20 of the month following the reference date. OIF2 Summary Balance Sheet. Monthly. Day 20 of the month following the reference date. OIF3 Transaction Information. Monthly. Day 20 of the month following the reference date. OIF4 Breakdown by Countries. Balances. Monthly. Day 20 of the month following the reference date. OIF5 Breakdown by Countries. Transactions. Monthly. Day 20 of the month following the reference date. OIF6 Identification. Monthly. Day 20 of the month following the reference date. OIF7 Participant Information. Monthly. Day 20 of the month following the reference date.

The entities included in section 2 of Rule 1 and the free-investment CIIs and free-investment CII-of-CIIs included in section 1 of Rule 1 of this circular, and that have not been subject to size exemption, shall present the aforementioned information, with the same frequency and no later than day 20 of the fourth month following the reference date.

1.b) Institutions and entities subject to the scope of application of this circular subject to size exemption.

The CIIs included in section 1 of Rule 1 of this circular, other than free-investment CIIs and free-investment CII-of-CIIs, and that have been subject to size exemption (in the sense of Rule 3 of this circular), shall submit to the CNMV the confidential information detailed below referring to the last day of the indicated period, within the established deadlines and according to the models appearing in the annex of this circular.

State Name Frequency Maximum Submission Deadline OIF2e Summary Balance Sheet. Quarterly. Day 20 of the month following the reference date. OIF3e Transaction Information. Quarterly. Day 20 of the month following the reference date. OIF6 Identification. Quarterly. Day 20 of the month following the reference date. OIF7 Participant Information. Quarterly. Day 20 of the month following the reference date.

The entities collected in section 2 of Rule 1 and the free-investment CIIs and free-investment CII-of-CIIs, included in section 1 of Rule 1 of this circular and that have been subject to size exemption, shall present the aforementioned information, with the same frequency and no later than day 20 of the fourth month following the reference date.

1.c) Compartments of Collective Investment Institutions, registered in the CNMV registries, that are authorized as MMFs in accordance with Regulation (EU) 2017/1131 on money market funds, or whose investment policy or vocation is to invest in compartments or CIIs that are MMFs and those included in the list of MFIs published by the ECB, shall submit to the CNMV the confidential information detailed below referring to the last day of the indicated period, within the established deadlines and according to the models appearing in the annex of this circular.

State Name Frequency Maximum Submission Deadline OIF7 Participant Information. Monthly. Day 20 of the month following the reference date.

2. The submission of the confidential states shall be made through the CIFRADOC/CNMV system or another similar system that may be established in the future, and in accordance with the technical requirements established by the CNMV.

Rule 3. General Criteria for Determining Institutions and Entities Subject to the Scope of Application of this Circular Subject to Size Exemption.

The CNMV shall annually propose to the Bank of Spain the granting of an exemption to the institutions and entities with the lowest net worth.

3.1 For the annual determination of the institutions and entities subject to size exemption, the following criterion shall be adopted: the net assets managed by each of the management companies of collective investment institutions or closed-end collective investment entities, and of the investment companies, closed-end investment companies, EuSEFs, EuVECA, or ELTIFs self-managed that are registered with the CNMV, shall be ordered from highest to lowest, and it shall be considered that those institutions and entities corresponding to the management companies of collective investment institutions or closed-end collective investment entities (or self-managed investment companies) for which, with the aforementioned ordering, the accumulated sum of net assets represents at least 95% of the total net assets of the institutions and entities subject to this circular are not subject to exemption.

3.2 For the purposes of the preceding paragraph, management entities shall be understood as both the management companies of CIIs (CMCs) and the management companies of closed-end collective investment entities (CMCEs) that, by virtue of Law 35/2003, of November 4, on Collective Investment Institutions, and Law 22/2014, of November 12, regulating venture capital entities, other closed-end collective investment entities, and management companies of closed-end collective investment entities, respectively, manage any of the entities described in Rule 1 of this circular.

3.3 The CNMV shall propose to the Bank of Spain the granting of an exemption to the rest of the institutions and entities, and the Bank of Spain shall verify the compliance with this condition in due course to grant or revoke, if applicable, any exemption with effect from the beginning of each calendar year.

The net assets used for the determination of this exemption shall be those that CIIs must submit in their OIF states referred to the month of September or, failing that, those they communicate to the CNMV referred to the same month, except for free-investment CIIs, free-investment CII-of-CIIs, and the entities collected in section 2 of Rule 1 of this circular, whose states shall be those referred to the month of June.

Exempt institutions and entities may opt not to avail themselves of the exemption and comply with all requirements of the non-exempt entities, although those entities exercising this option must previously obtain authorization from the Bank of Spain.

Rule 4. Failure to Comply with the Obligation to Report.

The failure to submit the information required in this circular, or its submission outside the established deadline or the failure to comply with minimum quality standards shall be sanctionable by the ECB, who, in accordance with Regulation (EC) No 2533/98 of the Council, of November 23, 1998, on the collection of statistical information by the European Central Bank, is empowered to impose sanctions on reporting agents, subject to information requirements, who reside in a participating Member State and who fail to comply with the obligations resulting from ECB regulations or decisions.

Without prejudice to what is collected in the preceding paragraph, the failure to comply with the obligation to report established in this circular shall constitute a minor, serious, or very serious offense, as appropriate, in accordance with Title VI of Law 35/2003, of November 4, on Collective Investment Institutions, or what is established in Title IV of Law 22/2014, of November 12, regulating venture capital entities, other closed-end collective investment entities, and management companies of closed-end collective investment entities.

Single Transitional Provision.

The institutions and entities, included in the scope of application of Circular 5/2014, of October 27, of the National Securities Market Commission, which modifies Circular 5/2008, of November 5, on statistical information requirements regarding assets and liabilities of collective investment institutions of the European Union, shall continue to submit to the CNMV the confidential information collected in Rule 2 of said Circular until the data referred to the period of November 2025, even if it has been repealed. This includes the necessary corrections to meet minimum quality standards.

Single Repealing Provision.

From December 1, 2025, Circular 5/2008, of November 5, of the National Securities Market Commission, on statistical information requirements regarding assets and liabilities of collective investment institutions of the European Union, and Circular 5/2014, of October 27, of the National Securities Market Commission, which modifies Circular 5/2008, are repealed.

Single Final Provision. Entry into Force.

1. This circular shall enter into force the day following its publication in the "Boletín Oficial del Estado" and shall apply from December 1, 2025, with the exception of section 3 of Rule 3, which shall apply from the entry into force of this circular.

2. The first submission to the CNMV of monthly information adjusted to these models shall correspond to the month of December 2025 or the first presentation of quarterly information, for the case of exempt institutions and entities, shall correspond to the last quarter of 2025.

Madrid, June 24, 2025.–The President of the National Securities Market Commission, Carlos San Basilio Pardo.

ANNEX