Asset Management & Investment Funds: Irish Practice Developments - Jan 2021

Some Approaching Compliance Deadlines:

  • 31 January 2021/ 28 February 2021: Fitness & Probity - RFSPs will need to submit their annual PCF Confirmation Return to the CBI. The submission due date for the annual PCF Confirmation Return (for the year ending 31/12/2020) for UCITS ManCos and for AIFMs is likely 31 January 2021. The submission due date for investment funds will likely be 28 February 2021. The current annual PCF Confirmation Return and associated reporting date and submission deadline for each entity will be detailed on the ONR system.

The Annual PCF Confirmation Return is made via the ONR system and involves a mandatory declaration to confirm that the CEO or equivalent, has confirmed in writing that:

  • the RFSP has brought the standards to the attention of all PCFs
  • the RFSP is satisfied on reasonable grounds that all PCFs comply with the standards
  • the written agreement of all PCFs to abide by the standards has been obtained
  • all necessary due diligence has occurred
  • the RFSP will investigate any fitness and probity concerns, take appropriate action and notify the CBI of any action taken without delay
  • 31 January 2021: UCITS ManCo and AIFM ownership confirmation - UCITS ManCos and AIFMs need to file the annual ownership confirmation by 31 January 2021.
  • 19 February 2021: UCITS KIID - A UCITS must update its KIID on an annual basis for each sub-fund/standalone fund within 35 business days of the end of each calendar year. The annual update of the KIID must be filed no later than 19 February 2021 (where required). Any update to the KIID filed with the CBI must be translated (as necessary) and filed in any other host jurisdictions where the UCITS is registered to market its shares and must then be uploaded on the UCITS' website. AIFs which have issued a PRIIPs KID must review KIDs regularly, when there is a significant change, and at least annually. The KID must be revised as necessary. Unlike the UCITS KIID, there is no annual refresh deadline. UCITS are currently exempt from the obligation to produce a PRIIPs KID until 31 December 2021.
  • 28 February 2021: Fund Profile Return - The annual Central Bank Fund Profile Return is required for all Irish authorised sub-funds. It is to be prepared for the period up to 31 December 2020, with a submission deadline (via the ONR) of 28 February 2021. The CBI does not anticipate that the fund profile will change from year to year, as changes would most probably reflect changes within the fund's offering documents.  Therefore, year-to-year updates to the fund profile are expected to be minimal and reflect significant changes. The CBI issued guidance and a template.
  • 10 March 2021: Sustainable Finance Disclosures - Obligations under the Sustainable Finance Disclosures Regulation come into effect (discussed in our November bulletin and our in focus paper here).
  • 31 March 2021: MMFR quarterly reporting - MMF managers must continue to send their quarterly reports to national regulators by quarter end.
  • 31 March 2021: CP86 analysis and action plan - Fund management companies (which include UCITS management companies, authorised AIFMs, self-managed UCITS investment companies/ICAVs and internally managed AIFs which are authorised AIFMs) must complete their assessment of their operations against the requirements of CP86 and agree an action plan by end Q1 2021.

The above list does not cover tax, FATCA or CRS filings, ad hoc filings (such as regulatory reports) or filings of annual accounts (and related documents which include any annual FDI return) and semi-annual accounts or other similar returns which deadlines vary to reflect the particular entity's year end. By way of example, the Companies (Accounting) Act 2017 obliges UCITS investment companies and AIF investment companies to file annual accounts with the CRO within eleven months of their financial year-end. The CBI set out the  reporting requirements for UCITS management companies and the reporting requirements for AIF management companies.

Investment Limited Partnerships (Amendment) Act 2020

The Investment Limited Partnerships (Amendment) Act 2020 (the Act) will be commenced as follows:

  • 1 February 2021: all sections of the Act, with the exception of new provisions on beneficial ownership for Investment Limited Partnerships (ILPs) and for Common Contractual Funds (CCFs).
  • 1 March 2021: those sections containing the new provisions on beneficial ownership for ILPs and CCFs. The CBI is appointed as Registrar of Beneficial Ownership of ILPs and CCFs. These sections have a commencement date of 1 March 2021 so as to ensure the CBI has sufficient time to set up the appropriate registers of beneficial ownership.

The Act modernises the Investment Limited Partnership Act which was first introduced in 1994. The legislation now aligns with more recent domestic and EU legislation.

You can read our detailed briefing on ILPs here.

The Act also makes technical amendments to the Irish Collective Asset Management Vehicles Act 2015. They include:

  • clarification as to the type of resolutions (ordinary and special) of sub-funds and share classes
  • clarification as to how written resolutions can be passed
  • updates to UCITS objects clause provisions
  • updates in respect of the corporate powers of an ICAV
  • updates in respect of the use of a common seal and powers of attorney
  • updates to confirm that loans to subsidiaries are permitted
  • confirmation that the registration of an investment company as an ICAV does not affect the priority of charges created by that investment company

ICAVs may wish to consider updating their Instruments of Incorporation in light of these new provisions. ICAVs which are UCITS and which are in existence on 1 February 2021 are required to update their objects clause by 1 February 2022.

For more information, please contact a member of the Asset Management & Investment Funds team.

CBI markets updates

The Central Bank of Ireland (CBI) published Issue 1 of 2021 of its markets updates. It contains updates from the CBI and ESMA. CBI updates include:

  • CBI publishes letter in response to queries received regarding the outcome of the thematic review of the implementation of its framework for governance, management and oversight in fund management companies (discussed in our December bulletin).
  • CBI fast-track filing process for pre-contractual document updates based on the Sustainable Finance Disclosure Regulation.
  • The CBI publishes Consultation Paper CP 135 "Consultation on Competent Authority Discretions in the Investment Firms Directive and the Investment Firms Regulations".
  • CBI encourages industry to respond to IOSCO's ETF Survey.

The CBI also published Issue 15 of 2020 of its markets update. It contains updates from the CBI and ESMA.

CBI updates include:

  • updates Q&A on the payment of distributions and variable remuneration by MiFID investment firms during the COVID-19 pandemic
  • EBA publish final draft technical standards on the prudential treatment of investment firms

For more information please contact a member of the Asset Management & Investment Funds team.

Date published: 29 January 2021