Circular 4/2015 of the National Securities Market Commission amending Circulars 7/2008 and 11/2008 on accounting standards and reserved information statements for Investment Service Companies and Venture Capital Entities

OFFICIAL STATE GAZETTE
No. 275 Tuesday, November 17, 2015 Sec. I. Page 107960

I. GENERAL PROVISIONS
NATIONAL SECURITIES MARKET COMMISSION

12404 Circular 4/2015, of October 28, of the National Securities Market Commission, amending Circular 7/2008, of November 26, on accounting standards, annual accounts, and reserved information statements for Investment Service Companies, Management Companies of Collective Investment Institutions, and Management Companies of Venture Capital Entities, and Circular 11/2008, of December 30, on accounting standards, annual accounts, and reserved information statements for Venture Capital Entities.

With a view to adapting the regime for venture capital entities and their management companies to the new European Union legislation (Directive 2011/61/EU of the European Parliament and of the Council of June 8 on Alternative Investment Fund Managers, and Regulations (EU) No 345/2013 and 346/2013 of the European Parliament and of the Council of April 17, 2013, on European Venture Capital Funds and European Social Entrepreneurship Funds), and with the additional objective of fostering balanced growth of the sector, Law 22/2014, of November 12, regulating venture capital entities, other closed-ended collective investment entities, and the management companies of closed-ended collective investment entities, and amending Law 35/2003, of November 4, on Collective Investment Institutions, was promulgated.

The incorporation into Spanish law of the aforementioned European norms was completed with the Regulation on Collective Investment Institutions, approved by Royal Decree 83/2015, of February 13, which amends Royal Decree 1082/2012, of July 13, approving the implementing regulation of Law 35/2003, of November 4, on Collective Investment Institutions.

This Circular aims to update the information collected through the reserved statements established in Circular 7/2008, of November 26, of the National Securities Market Commission, on accounting standards, annual accounts, and reserved information statements for Investment Service Companies, Management Companies of Collective Investment Institutions, and Management Companies of Venture Capital Entities, and in Circular 11/2008, of December 30, of the National Securities Market Commission, on accounting standards, annual accounts, and reserved information statements for Venture Capital Entities, to reflect the modifications introduced by Law 22/2014, of November 12. Additionally, novelties introduced by the Regulation on Collective Investment Institutions affecting Management Companies of Collective Investment Institutions (SGIIC) are incorporated.

Briefly, the main novelties are:

Firstly, regarding the reserved statements of Circular 7/2008 concerning Management Companies of Venture Capital Entities (SGEIC), the modifications are motivated by the expansion of investment services that this type of entity can provide, the requirement to make contributions to the Investment Guarantee Fund, and the new definition of own funds. Additionally, the frequency of sending periodic information is increased, becoming semi-annual with the objective of having reserved information with the same frequency for all management entities.

Regarding Management Companies of Collective Investment Institutions (SGIIC), the own funds statement is modified in line with the new definition of Article 100 of the Regulation on Collective Investment Institutions.

Likewise, applicable to both SGIIC and SGEIC, the obligation to report on the number of complaints received and processed by customer service departments is established, in line with the Joint Guidelines of ESMA, EBA, and EIOPA on the management of complaints from users of financial services.

Secondly, regarding Circular 11/2008, the breakdown of reserved information is increased in consonance with the expansion of the set of assets admitted for meeting legal coefficients. Furthermore, the scope of application of said Circular is extended to the new entities defined in Law 22/2014, of November 12, and new reserved statements are established for self-managed Collective Investment Entities (SICC).

Taking all the above into account, and more specifically regarding the reserved information models, the changes are:

For SGEIC:

• In statements R01 and R02, new breakdowns (in off-balance sheet accounts and received commissions) are detailed regarding the new activities.
• Statement R05, regarding managed venture capital entities, is modified to include the new figures of Law 22/2014, of November 12, and a column for committed equity is included.
• A new statement R06 is introduced, specifically designed to collect information on managed portfolios.
• Statements R08 and R09 are introduced for SGEIC regarding the calculation of own funds and the calculation of contributions to the Investment Guarantee Fund, respectively, in accordance with the requirements of Law 22/2014, of November 12.
• A new statement for SGEIC, R10, is included, designed to obtain information on commissions, number of clients, and complaints received regarding activities carried out by SGEIC, in addition to the management of VC entities.

For SGIIC:

• A new column is included in statement G05, "total committed equity," applicable to managed VC entities and Collective Investment Entities, and statement G10 of SGIIC is modified, adjusting the headings to the content established in Royal Decree 83/2015, of February 13.
• A new statement G13 is introduced for SGIIC, designed to obtain information on complaints presented and resolved during the fiscal year by customer service departments.

For VC Entities (ECR):

• A new breakdown of loans and credits is introduced in CR1, and the wording of certain headings in statements CR3 and CR4 is modified.

For Self-managed Collective Investment Entities (SICC autogestionadas):

• Two reserved statements (P01 and P02) are established.

In exercise of the powers contained in the seventh final provision of Law 22/2014, of November 12, in the second provision of the Order of the Ministry of Economy and Finance of June 17, 1999, which partially develops Law 1/1999, of January 5, regulating venture capital entities and their management companies, and in the first and second additional provisions of the Order of the Ministry of Economy and Finance of July 31, 1991, on the lending of securities by collective investment institutions and the regime of own funds, information, and accounting of management companies of collective investment institutions, and after the report of its Advisory Committee, the Board of the National Securities Market Commission, in its session of October 28, 2015, has ordered the following:

First Rule. Modification of Circular 7/2008, of November 26, of the National Securities Market Commission, on accounting standards, annual accounts, and reserved information statements for Investment Service Companies, Management Companies of Collective Investment Institutions, and Management Companies of Venture Capital Entities (modified by Circular 6/2010, of December 21, and by Circular 5/2011, of December 12).

Circular 7/2008, of November 26, of the National Securities Market Commission, on accounting standards, annual accounts, and reserved information statements for certain entities, is modified as follows:

One. The second box of section 1 of Rule 58 (individual reserved statements. Classes and deadlines for submission) is replaced to incorporate a statement G13 on the number and type of complaints received and processed in the period. Said box, relating to SGIIC, is drafted in the following terms:

Individual Reserved Statements of SGIIC. Classes and Deadlines for Submission Statement: Name Obligated Entity Frequency Deadline for Submission G01. Reserved Balance Sheet. SGIIC. Semi-annual. Day 30 of the following month. G02. Reserved Income Statement. SGIIC. Semi-annual. Day 30 of the following month. G03. Portfolio of Financial Investments and Cash. SGIIC. Semi-annual. Day 30 of the following month. G04. Portfolio of Derivative Instrument Operations. SGIIC. Semi-annual. Day 30 of the following month. G05. Managed Collective Investment Institutions, VC Entities, and Pension Funds. SGIIC. Semi-annual. Day 30 of the following month. G06. Other Discretionary Portfolio Management. Equity and Commissions. SGIIC. Semi-annual. Day 30 of the following month. G07. Auxiliary Information. SGIIC. Semi-annual. Day 30 of the following month. G10. Calculation of Own Funds. SGIIC. Semi-annual. Day 30 of the following month. G11. Investment Guarantee Fund. SGIIC. Annual. Day 30 of the following month. G12. Gross Income and Number of Clients. SGIIC. Annual. Day 30 of the following month. G13. Number and Type of Complaints Received and Processed. SGIIC. Annual. Day 30 of the following month. GA1. Application of the Fiscal Year Result. SGIIC. Annual. Day 30 of the following month.

Two. The third box of section 1 of Rule 58 (individual reserved statements. Classes and deadlines for submission) is replaced, incorporating a statement R06 on discretionary portfolio management, a statement R08 relating to the calculation of own funds, a statement R09 relating to contributions to the Investment Guarantee Fund, and a statement R10 on the number and type of clients, incentives, and complaints. Said box, relating to SGEIC, is drafted in the following terms:

Individual Reserved Statements of SGEIC. Classes and Deadlines for Submission Statement: Name Obligated Entity Frequency Maximum Deadline for Submission R01. Reserved Balance Sheet. SGEIC. Semi-annual. September 30 for the first semester and April 30 for the second semester. R02. Reserved Income Statement. SGEIC. Semi-annual. Id. R03. Portfolio of Financial Investments and Cash. SGEIC. Semi-annual. Id. R04. Portfolio of Derivative Instrument Operations. SGEIC. Semi-annual. Id. R05. Managed Venture Capital Entities. SGEIC. Semi-annual. Id. R06. Discretionary Portfolio Management. Equity and Commissions. SGEIC. Semi-annual. Id. R07. Auxiliary Information. SGEIC. Semi-annual. Id. R08. Statement Calculation of Own Funds. SGEIC. Semi-annual. Id. R09. Statement Contributions to IGF. SGEIC. Annual. April 30 of the year following the reference year. R10. Number and Type of Clients. Incentives and Complaints. SGEIC. Annual. April 30 of the year following the reference year. RA1. Application of the Fiscal Year Result. SGEIC. Annual. April 30 of the year following the reference year.

Three. The statement of Managed Collective Investment Institutions, VC Entities, and Pension Funds (G05) and the model of the statement of calculation of own funds (G10) for Management Companies of Collective Investment Institutions included in Annex V are modified, replacing them with models G05 and G10, respectively, contained in Annex I of this Circular. Additionally, a new model G13 on the number and type of complaints received and processed in the period is included.

Four. The reserved statements included in Annex VI for SGEIC are replaced by those contained in Annex II of this Circular, including the new statements R06, R08, R09, and R10.

Second Rule. Modification of Circular 11/2008, of December 30, of the National Securities Market Commission, on accounting standards, annual accounts, and reserved information statements for venture capital entities.

Circular 11/2008, of December 30, of the National Securities Market Commission, on accounting standards, annual accounts, and reserved information statements for venture capital entities, is modified as follows:

One. Rule 1 (Scope of Application) is drafted in the following terms:

"This Circular shall apply to the entities included in Title I of Law 22/2014, of November 12, regulating venture capital entities, other closed-ended collective investment entities, and the management companies of closed-ended collective investment entities, and amending Law 35/2003, of November 4, on Collective Investment Institutions (hereinafter, venture capital entities).

The inclusion in this Circular of accounting standards and valuation and classification criteria for certain operations shall not constitute authorization for entities to carry them out if, due to the nature of these or those, limitations on their operations imposed by applicable current provisions, or their investment policy, collected in the articles of association or management regulations, or because specific authorization is required for them, they could not be carried out."

Two. Section 1 of Rule 19 is drafted in the following terms:

"1. Venture Capital Entities (ECR), European Venture Capital Funds (FCRE), and European Social Entrepreneurship Funds (FESE) shall present, in the form detailed in Rule 6.4, to the National Securities Market Commission the following models of public and reserved information statements, referring to the last day of the indicated period, the details of which are in Annex III of this Circular:

Individual Reserved Statements of ECR, FCRE, and FESE. Classes and Deadlines for Submission Statement: Name Frequency Maximum Deadline for Submission P01. Public Balance Sheet. Annual. April 30 of the year following the reference year. P02. Public Income Statement. Annual. Id. CR1. Reserved Balance Sheet. Annual. Id. CR2. Reserved Income Statement. Annual. Id. CR3. Detail of Financial Investments and Cash. Annual. Id. CR3-Bis Detail of Derivative Financial Instruments. Annual. Id. CR4. Auxiliary Information for Legal Coefficients. Annual. Id. CR5. Statistical and Operational Information. Annual. Id. CR6. Application of the Fiscal Year Profit. Annual. Id.

Self-managed Collective Investment Entities (SICC autogestionadas) shall present, in the form detailed in Rule 6.4, to the National Securities Market Commission, the aforementioned models P01 and P02 on an annual basis and referring to the last day of the indicated period, before April 30 of the year following the reference year."

Sole Final Provision. Entry into Force.

This Circular shall enter into force the day following its publication in the "Official State Gazette".

Madrid, October 28, 2015.–The President of the National Securities Market Commission, María Elvira Rodríguez Herrer.

ANNEX I
STATEMENT G01 - RESERVED BALANCE SHEET Date: MM YYYY Manager Type Name Registration No.

ASSET KEY AMOUNT
(in euros)

1. Cash 0010
   1.1 Cash 0020
   1.2 Banks 0030
2. Credits to financial intermediaries or individuals 0040
   2.1 Demand deposits 0050
   2.2 Time deposits 0060
   2.3 Temporary acquisition of assets 0070
   2.4 Debtors for pending commissions 0080
   2.5 Debtors for securities operations 0090
   2.6 Debtors group companies 0100
   2.7 Debtors guarantee deposits 0110
   2.8 Other debtors 0120
   2.9 Doubtful assets 0130
   2.10 Valuation adjustments: 0140
   2.10.1 Accrued but not due interest (+) 0150
   2.10.2 Implicit derivatives 0160
   2.10.3 Provisions for impairment of credit losses (-) 0170
3. Debt securities 0180
   3.1 Public debt domestic portfolio 0190
   3.2 Public debt foreign portfolio 0200
   3.3 Fixed income securities domestic portfolio 0210
   3.3.1 Quoted 0220
   3.3.2 Unquoted 0230
   3.4 Fixed income securities foreign portfolio 0240
   3.4.1 Quoted 0250
   3.4.2 Unquoted 0260
   3.5 Hybrid financial assets 0270
   3.6 Doubtful assets 0280
   3.7 Valuation adjustments: 0290
   3.7.1 Accrued but not due interest (+) 0300
   3.7.2 Implicit derivatives 0310
   3.7.3 Provisions for impairment of debt instruments (-) 0320
4. Matured investments pending collection 0330
5. Shares and participations 0340
   5.1 Shares and participations in domestic portfolio 0350
   5.1.1 Quoted 0360
   5.1.2 Unquoted 0370
   5.2 Shares and participations in foreign portfolio 0380
   5.2.1 Quoted 0390
   5.2.2 Unquoted 0400
   5.3 Participations 0410
   5.3.1 Dependent entities 0420
   5.3.2 Multigroup entities 0430
   5.3.3 Associated entities 0440
   5.4 Participations held for sale 0450
   5.5 Provisions for impairment of shares and participations (-) 0460
6. Derivatives 0470
   6.1 Purchased options 0480
   6.2 Other instruments 0490
7. Insurance contracts linked to pensions 0500
8. Tangible Fixed Assets 0510
   8.1 For own use 0520
   8.1.1 Real Estate 0530
   8.1.2 IT equipment, installations, furniture and other assets 0540
   8.2 Investment Real Estate 0550
   8.3 Tangible Fixed Assets held for sale 0560
   8.4 Provisions for impairment of tangible assets (-) 0570
9. Intangible Assets 0580
   9.1 Goodwill 0590
   9.2 Software 0600
   9.3 Other intangible assets 0610
   9.4 Provisions for impairment of intangible assets (-) 0620
10. Tax Assets 0630
    10.1 Current 0640
    10.2 Deferred 0650
11. Accruals 0660
    11.1 Prepaid expenses 0670
    11.2 Other accruals 0680
12. Other assets 0690
    12.1 Advances and credits to staff 0700
    12.2 Shareholders for required contributions 0710
    12.3 Guarantees for leases 0720
    12.4 Other assets 0730
    TOTAL ASSETS 0740
    TOTAL

Month Year
STATEMENT G01 - RESERVED BALANCE SHEET Date: MM YYYY Manager Type Name Registration No.

LIABILITY AND EQUITY KEY AMOUNT
(in euros)

1. Debts with financial intermediaries or individuals 0750
   1.1 Loans and credits 0760
   1.2 Commissions to pay 0770
   1.3 Creditors for services rendered 0780
   1.4 Creditors for securities operations 0790
   1.5 Creditors group companies 0800
   1.6 Pending remuneration to staff 0810
   1.7 Other creditors 0820
   1.8 Valuation adjustments: accrued but not due interest (+) 0830
2. Derivatives 0850
   2.1 Options 0860
   2.2 Other contracts 0870
3. Subordinated Liabilities 0880
   3.1 Participatory loans 0890
   3.2 Other liabilities 0900
4. Provisions for Risks 0910
   4.1 Provisions for pensions and similar obligations 0920
   4.2 Provisions for taxes and other legal contingencies 0930
   4.3 Provisions for other risks 0940
5. Tax Liabilities 0950
   5.1 Current 0960
   5.2 Deferred 0970
6. Liabilities associated with non-current assets held for sale 0980
7. Accruals 0990
   7.1 Commissions and other products collected but not earned 1000
   7.2 Expenses incurred but not due 1010
   7.3 Other accruals 1020
8. Other liabilities 1030
   8.1 Public Administrations 1040
   8.2 Balances from financial lease operations 1050
   8.3 Pending contributions in subscription of securities 1060
   8.4 Other liabilities 1070
   TOTAL LIABILITIES 1080
9. Valuation adjustments in equity 1090
   9.1 Financial assets available for sale 1100
   9.2 Cash flow hedges 1120
   9.3 Hedges of net investments in foreign entities 1130
   9.4 Exchange differences 1140
   9.5 Other adjustments 1150
10. Capital 1160
    10.1 Issued and subscribed 1170
    10.2 Capital pending contribution not required (-) 1180
11. Share Premium 1190
12. Reserves 1200
    12.1 Legal reserve 1210
    12.2 Voluntary reserves 1220
    12.3 Other reserves 1230
13. Results of previous years 1240
    13.1 Retained earnings 1250
    13.2 Negative results of previous years (-) 1260
14. Result of the fiscal year 1270
15. Other equity instruments 1280
16. Own shares and participations in equity (-) 1290
17. Interim and approved dividends (-) 1300
18. Subsidies, donations, and legacies received 1310
    TOTAL EQUITY 1320
    TOTAL LIABILITIES AND EQUITY 1330
    TOTAL

Month Year
STATEMENT G01 - RESERVED BALANCE SHEET MM YYYY Manager Type Name Registration No.

RISK AND COMMITMENT ACCOUNTS KEY AMOUNT
(in euros)

1. Guarantees and warranties granted 1340
   1.1 Assets affected by own or third-party guarantees 1350
   1.2 Other 1360
2. Other contingent liabilities 1370
3. Commitments to buy and sell securities at a future date 1380
   3.1 Commitments to purchase securities 1390
   3.2 Commitments to sell securities 1400
4. Financial Derivatives 1410
   4.1 Commitments from long derivative operations 1420
   4.2 Commitments from short derivative operations 1430
5. Other risk and commitment accounts 1440
   TOTAL RISK AND COMMITMENT ACCOUNTS 1450

OTHER OFF-BALANCE SHEET ACCOUNTS KEY AMOUNT
(in euros)

1. Unconditional cash available at credit institutions 1460
2. Deposits of securities and other financial instruments 1470
   2.1 Participations of Collective Investment Institutions 1480
   2.2 Shares of Collective Investment Institutions 1490
3. Managed Equity 1500
   3.1 Financial Investment Funds 1510
   3.2 Real Estate Investment Funds 1520
   3.3 Free Investment Funds 1530
   3.4 Free Investment Funds of Funds 1540
   3.5 Venture Capital Funds 1550
   3.6 Variable Capital Investment Companies 1560
   3.7 Real Estate Investment Companies 1570
   3.8 Free Investment Companies 1580
   3.9 Venture Capital Companies 1590
   3.10 Foreign Collective Investment Institutions 1600
   3.11 Pension Funds 1610
4. Other discretionary portfolio management equity 1620
   4.1 Public debt domestic portfolio 1630
   4.2 Public debt foreign portfolio 1640
   4.3 Fixed income securities domestic portfolio 1650
   4.4 Fixed income securities foreign portfolio 1660
   4.5 Domestic portfolio shares 1670
   4.6 Foreign portfolio shares 1680
   4.7 Domestic portfolio participations 1690
   4.8 Foreign portfolio participations 1700
   4.9 Derivative products 1710
   4.10 Deposits 1720
   4.11 Other investments 1730
   4.12 1735
5. Commercialized Equity 1740
   5.1 Managed National Collective Investment Institutions 1750
   5.2 Non-managed National Collective Investment Institutions 1760
   5.3 Managed Foreign Collective Investment Institutions 1770
   5.4 Non-managed Foreign Collective Investment Institutions 1780
6. Matured and uncollected products from doubtful assets 1790
7. Other off-balance sheet accounts 1800
   TOTAL OTHER OFF-BALANCE SHEET ACCOUNTS 1810
   TOTAL OFF-BALANCE SHEET ACCOUNTS 1820
   TOTAL
   TOTAL

Cash available at financial intermediaries associated with discretionary portfolio management

Month Year
STATEMENT G02 - INCOME STATEMENT