Asset Management & Investment Funds: Irish Practice Developments – May 2026

Key dates and upcoming developments

2026 - ESMA CSA on MiFID II conflicts of interest requirements - ESMA (and NCAs) will carry out a CSA on MiFID II conflicts of interest in the distribution of financial instruments in 2026.

2026 - IREF consultation (Funds Sector 2030) - the Department of Finance is expected to launch a public consultation on the simplification of the IREF regime, with legislative changes being implemented in the Finance Act 2026.

2026 - Central Bank of Ireland (CBI) consultation on Money Market Funds - a CBI consultation on MMFs is expected in the coming months focused on proposed supervisory expectations for liquidity levels.

May 2026 - CBI - UCITS framework (CP161) - CBI feedback on CP161 and updated Central Bank UCITS Regulations are expected to be published.

6 May 2026 - Shareholder Rights Directive - deadline to respond to European Commission call for evidence and public consultation on the evaluation and review of the SRD. Read more here.

8 May 2026 - AMLA consultation on draft RTS on criteria for identifying business relationships, occasional and linked transactions and lower thresholds - deadline to respond to consultation.

8 May 2026 - AMLA consultation on draft RTS on customer due diligence - deadline to respond.

26 May 2026 - ESMA guidelines on stress test scenarios MMF Regulation - updated calibration sections of 2025 guidelines apply.

5 June 2026 - DLT & tokenisation - deadline to respond to CBI Discussion Paper 12 on the future role of DLT and tokenisation.

5 June 2026 - Market Abuse Regulation - changes made to the EU market abuse framework introduced under the EU Listing Act begin to apply. Funds with listed or traded securities should review and update MAR compliance frameworks by this date.

5 June 2026 - EU Listing Act amendments to MiFID II research provisions - deadline for EU Member States to transpose Directive (EU) 2024/2811, introducing targeted MiFID II amendments, including changes which are intended to offer more flexibility relating to payment for investment research and execution services.

15 June 2026 - AMLA consultation on draft RTS on group-wide minimum requirements and additional measures for subsidiaries and third country branches - deadline to respond to consultation.

30 June 2026 - SFDR PAI statement - fund management companies that are either in scope due to their size or that have opted into Article 4 SFDR reporting must publish their full PAI statement on their website, including year on year comparisons with the previous PAI report.

30 June 2026 - Gender balance on boards of certain listed companies - in-scope listed companies have until 30 June 2026 to satisfy specific gender quotas. Such companies will also have to report annually on their performance from 30 November 2026 as discussed here.

H1 2026 - Fund management company (FMC) delegation - the CBI is due to issue its initial communication in H1 2026 following its review of delegation practices of Irish authorised FMCs.

H1 2026 - CBI review of the Fund Service Provider (FSP) Framework - the CBI will launch a comprehensive review of the FSP Framework. This will include a review of the rules governing management companies and service providers and an update to delegation and outsourcing provisions.

H1 2026 - Hedge funds deep dive - CBI report, following its review of hedge fund firms, is due to issue in H1 2026.

H1 2026 - Liquidity management tool thematic review - CBI communication, following its liquidity management tool thematic review, is expected H1 2026.

2 July 2026 - ESG ratings - new EU ESG Ratings Provider regime begins to apply under which marketing communications referencing some ESG ratings will be required to include a weblink to detailed information relating to that ESG rating. Read more here and here.

15 July 2026 - AMLA consultation on draft guidelines on business-wide risk assessment - deadline to respond to consultation.

2 August 2026 - EU AI Act - core EU AI Act high-risk AI systems obligations and transparency rules apply.

H2 2026 - ESMA planned consultations - ESMA’s table of planned consultations for 2026, includes AIFMD and UCITS RTS and ITS on reporting, MiFIR, investor protection, the Listing Act, EMIR 3 and the CSDR review. H2 will also see consultations for the retail investment strategy - technical advice to the EC on investor protection topics (review of MiFID II delegated acts) as well as technical standards on investor protection.

The above list does not cover all key dates or compliance deadlines. Obligations may vary on a firm-by-firm basis.

Ireland implements AIFMD II and UCITS VI

The Irish implementing statutory instruments giving effect to Directive (EU) 2024/927 (AIFMD II / UCITS VI) were published in Iris Oifigiύil and came into operation on 1 May 2026, other than the provisions on enhanced reporting obligations which will come into operation on 16 April 2027:

S.I. No. 181 of 2026 amends the European Union (Alternative Investment Fund Managers) Regulations 2013 (AIFM Regulations) to give effect to the amended AIFMD. It adds definitions (including loan-originating AIF, loan origination, shareholder loan), extends authorised AIFM functions (any other function or activity already provided by the AIFM, administration of benchmarks and credit serving), strengthens authorisation, delegation and depositary requirements, enhances supervisory reporting and disclosure requirements and introduces mandatory liquidity management tool (LMT) requirements for open-ended AIFs.

S.I. No. 182 of 2026 amends the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations (UCITS Regulations) to give effect to the amended UCITS Directive. It updates definitions, expands management company services (including reception and transmission of orders, any other function or activity already provided by the management company and benchmark administration), strengthens authorisation, delegation and governance requirements, enhances supervisory reporting and introduces mandatory LMT requirements.

Revised CBI AIF Rulebook

The CBI published a revised AIF Rulebook and its feedback statement to Consultation Paper 162 (CP162). The revised AIF Rulebook applies from 5 May 2026 to Irish authorised AIFs and AIFMs and to non-Irish AIFMs to the extent provided for in the Rulebook where they manage or market Irish authorised AIFs or are otherwise subject to CBI supervisory requirements.

The CBI’s review of the AIF Rulebook was driven by AIFMD II transposition, the EU’s Savings and Investments Union (SIU) agenda and Ireland’s Funds Sector 2030 review, which included a recommendation to further support the growth of private assets. The CBI has largely implemented the key proposals set out in CP162 while also incorporating industry feedback.

Key changes include:

Qualifying Investor AIFs (QIAIFs)

• The loan origination QIAIF or “L-QIAIF” category has been removed, aligning Ireland with the harmonised EU loan origination framework under AIFMD II, implemented through the AIFM Regulations.
• The former restriction on QIAIFs granting loans or acting as a guarantor has been removed to align with the new EU loan origination framework under AIFMD II.
• Non-EU AIFMs may manage closed-ended loan-originating QIAIFs, subject to compliance with the provisions applicable to loan originating AIFs in the AIFM Regulations.
• Where a loan‑originating QIAIF is managed by a registered AIFM, it must be structured as closed‑ended and is subject to the loan origination requirements contained in the AIFM Regulations.
• The AIF Rulebook now clarifies that both open-ended and closed-ended QIAIFs may allocate assets at share class level, provided the arrangement does not pursue a separate investment objective, operate as a de facto sub-fund, or circumvent other share class requirements. Existing CBI guidance is also now codified and extended, expressly permitting for QIAIFs the issuance of interests in a QIAIF other than at NAV, and the issuance of interests in a QIAIF which provide for differentiated participation in underlying investments to facilitate the operation of excuse and exclude provisions, stage investing, and management participation or carried interest arrangements.
• The former restriction on QIAIFs acquiring voting rights conferring significant influence over an issuing body is removed.
• The subsidiary regime has been broadened into an “intermediary investment vehicles” framework, which covers SPVs, aggregators and co-investment structures. Prior CBI approval and the QIAIF director board majority requirement is replaced by disclosure, due diligence and ongoing AIFM oversight obligations supported by documented policies and procedures.
• QIAIFs can operate a capital commitment mechanism to provide for those QIAIFs to account for the contribution of the committed capital towards the minimum subscription of €100,000. The list of entities that the QIAIF can grant an exemption from the minimum subscription requirement has been extended to include the AIFM or other entity within the AIFM’s group and those entities that provide advisory services (discretionary or non-discretionary) to the AIFM.
• Updated performance fee verification requirements apply. The QIAIF must ensure that the depositary or a competent person appointed by the AIFM and who is approved for the purpose by the depositary, verifies that procedures have been effectively implemented to ensure that any performance fees payable and accrued pursuant to the QIAIF’s performance fee payment cycle are calculated in accordance with the QIAIF’s governing documents. The QIAIF must also ensure that its AIFM provides the depositary/competent person with all necessary information regarding the calculation of the performance fee in advance of any such fees being paid.
• The AIF Rulebook supplements the revised AIFM Regulations on LMTs for open-ended QIAIFs or open-ended QIAIFs with limited liquidity, including the ability for AIFMs to select additional LMTs beyond those specified in Annex V of AIFMD. AIFMs must disclose at least two LMTs in governing documents and consider selecting at least one quantitative based LMT (redemption gate, extension of notice period, redemption in kind) and at least one anti-dilution tool (swing pricing, redemption fee, dual pricing, anti-dilution levy). General LMT notification to the CBI has been removed in light of the CBI’s daily reporting requirements but immediate notification remains for activation or deactivation of suspensions and specific requirements apply for redemption gates, side pockets and suspensions.

Further private asset enhancements include removal of the current market value cap on warehoused assets, simplified in specie redemptions, deletion of the 10% redemption proceeds retention threshold and preferential treatment provisions providing a disclosure-based framework for side letter arrangements.

Retail Investor AIFs (RIAIFs)

The changes to the RIAIF chapter are more limited in scope, reflecting the CBI’s decision to focus this update on AIFMD II alignment while deferring a broader review of the RIAIF framework in the context of the SIU initiative. Key changes include the removal of the restriction on granting loans, new LMT requirements, revised performance fee verification procedures, more streamlined reporting and the introduction of stress testing requirements for Money Market RIAIFs.

European Long-Term Investment Funds (ELTIFs)

The ELTIF chapter has also been updated in several areas to align with the updated QIAIF framework. Key enhancements include new LMT provisions for open-ended ELTIFs, clarification of performance fee requirements, preferential treatment disclosure obligations, requirements relating to charity share classes, extension of entities exempt from minimum subscription requirements and consolidated and simplified voting procedures for changes to duration, investment objective and fees.

Separately, the standalone AIF management company chapter has been removed, as AIFs are only required to appoint an authorised or registered AIFM and are not required to appoint a separate AIF management company. Requirements relating to governance and director fitness for an AIF management company are still applicable.

Updated CBI fund application forms

The CBI has updated the ELTIF, QIAIF and RIAIF application forms to reflect the updated Central Bank AIF Rulebook. 

CBI notice of intention on the application of ESMA’s LMT Guidelines

The CBI published a notice of intention regarding the application of ESMA’s Guidelines on LMTs of UCITS and open-ended AIFs, confirming that the CBI expects full compliance with the Guidelines from 7 May 2026. The notice outlines that fund managers should consider selecting a combination of at least one quantitative-based LMT from Annex IIA of the UCITS Directive and Annex V of the AIFMD (redemption gates, extension of notice periods or redemptions in kind) and one anti-dilution tool from Annex IIA of the UCITS Directive and Annex V of the AIFMD (redemption fees, swing pricing, dual pricing or anti-dilution levy) when selecting LMTs in accordance with Article 18a(2) of the UCITS Directive and Article 16(2b) of the AIFMD, respectively, subject to limited exemptions for money market funds. 

The CBI has also published separate good practice guidance on incorporating implicit costs into the calibration of anti-dilution or price-based LMTs (P-LMTs). It sets out how fund managers can ensure they have appropriate systems, procedures and controls for the use of P-LMTs as part of everyday liquidity risk management. In particular, the guidance focuses on treatment of implicit costs (including market impact) in the calibration of these tools.

CBI review findings on depositaries’ compliance with UCITS and AIFMD frameworks

The CBI issued an industry letter setting out the findings of a thematic review of depositaries' compliance with their obligations under the UCITS and AIFMD frameworks. The review assessed how depositaries evaluate risks associated with the nature, scale and complexity of a fund’s investment objective and strategy and the organisation of AIFMs and UCITS management companies (FMCs) both at onboarding and on an ongoing basis. It also examined how actual or potential conflicts of interest involving the fund, FMC, and relevant delegates are identified and managed to ensure depositary independence.

 The review focused on three areas:

1. client acceptance and onboarding
2. due diligence processes
3. depositary independence and conflicts management

The CBI identified some deficiencies in the controls established by depositaries to effectively undertake risk assessments and to effectively identify conflicts of interest. It noted that inadequate risk assessment can lead to depositaries accepting mandates for which they lack the requisite expertise, capacity, processes and independence and devising ineffective oversight procedures.

The letter sets out a non-exhaustive list of good practices observed during the review to assist depositaries to develop consistent practices. The CBI expects depositaries to consider these good practices and any potential enhancements that should be made to improve their ability to manage risks.

CBI speech: navigating complexity

Gavin Curran, Head of Funds Supervision Division (Capital Markets and Funds), delivered a speech examining the interaction between retail product innovation, evolving distribution models and investor protection, emphasising that, as product complexity increases and distribution to retail investors expands, strong governance in distribution is a key determinant of whether investors are treated fairly.

The speech is particularly relevant for fund management companies, fund administrators, depositaries and boards, given its focus on governance, oversight and accountability across the distribution chain and for how firms evidence investor protection in practice.

The CBI identifies three underlying themes:

• EU policy objective to encourage greater retail participation in capital markets
• how product complexity and distribution trends are changing risk in the retail perimeter
• implications for the fund’s ecosystem, particularly fund management companies

The CBI emphasises that within its conduct framework (including the modernised Consumer Protection Code 2025), business standards, culture, governance and accountability are the practical infrastructure of investor protection.

The CBI stresses that distribution governance is not limited to sales compliance matters but a cross-firm risk encompassing conduct, operational, reputational and market integrity risks. Product manufacturers are expected to take product governance frameworks seriously, the target market assessment must be genuine and rigorous, not box-ticking. Distribution strategies must be appropriate for product complexity and firms must be able to demonstrate to their boards and the CBI that the products they manufacture and distribute are designed to meet genuine investor need and to deliver value.

The CBI provides examples of questions that it expects boards and senior management to be able to answer, that these are questions for product manufacturers, management companies and distributors alike and good governance means joining up responsibilities across functions and firms.

Role of the management company

The CBI emphasises the management company as the governance “anchor” within the fund’s ecosystem, with its core functions directly shaping investor outcomes. Its Fund Management Company Guidance makes clear that distribution strategies, including the jurisdictions into which the funds are marketed are governance decisions. Management companies are expected to treat distribution as part of the product lifecycle, not a downstream activity. This is particularly important in delegation models, where delegation does not dilute responsibility and firms must maintain effective oversight.

Administrators and depositaries

Fund administrators perform a central role in maintaining confidence in the regulatory environment, particularly through controls addressing valuation errors and mispricing. Depositaries provide a critical independent control layer through safekeeping and oversight duties, which becomes even more important when complexity increases.

CBI’s corporate governance expectations

• Boards and senior management should take genuine ownership of investor protection and ask probing questions such as: are our products delivering value to end investors? Is our target market realistic and evidence based? Are we monitoring outcomes that investors are experiencing and are we taking action when outcomes fall short?
• Robust conflicts management, particularly in retail distribution where revenue sharing arrangements, inducements, tied remuneration structures and the commercial incentives inherent in vertically integrated business models can all create situations in which the interests of the firm diverge from the interests of the investor.
• Investment in the competence and professionalism of staff, including those responsible for the design and oversight of digital distribution channels.
• Firms using data analytics, AI or algorithmic decision-making in their interactions with retail investors must explain how systems work, demonstrate that they are fair and unbiased, and provide redress when things go wrong. The opacity of a 'black box' algorithm is not an acceptable defence for poor investor outcomes. Use of technology must be subject to oversight, testing and review.
• Firms should foster a culture that prioritises the interests of the client.
• Boards must receive regular, timely and comprehensive management information on product performance, investor outcomes, and conduct risks to identify emerging risks and take corrective action before harm crystallises.

CBI Speech - Financial crime supervision update

In a recent address by the Director of Horizontal Supervision, Patricia Dunne to the European Anti-Financial Crime Summit, Dublin, the CBI highlighted heightened financial crime risks driven by rapid digitalisation, geopolitical instability and technological innovation. The CBI reaffirmed its risk‑based, integrated supervisory approach, with a continued strong focus on the investment funds sector given its scale and international exposure.

For funds, the CBI flagged ongoing AML/CFT vulnerabilities, including risks of misuse for money laundering, terrorist financing and sanctions breaches. A 2026 thematic review of suspicious transaction reporting (STRs) in the funds sector is planned. Enhanced supervisory tools, including enhanced Risk Evaluation Questionnaires, will support firm-level, sectoral and cross‑sectoral risk identification.

The CBI emphasised board and senior management accountability for understanding financial crime risks and maintaining proportionate, effective controls. Firms are expected to strengthen monitoring, ensure timely reporting, and align frameworks with evolving EU AML standards.

Overall, financial crime remains a key supervisory priority, with increased scrutiny on governance, controls and data-driven risk management.

Among its supervisory tools, the CBI will use targeted inspections to assess whether firms are meeting their obligations and legal requirements. It will also be assessing how firms understand their ML/TF exposures, and whether their control frameworks are proportionate to those risks.

CBI thematic review on compliance function in MiFID firms

The CBI published the findings of its thematic review on the compliance function in MiFID firms. The key objectives of the thematic assessment were to assess firms’ adherence to the compliance function requirements set out in Article 22 of the MiFID II Delegated Regulation and the related ESMA Guidelines. The CBI focused on:

• the adequacy of the compliance function and related compliance framework
• the effectiveness of the compliance planning, monitoring and testing process
• the quality of compliance reporting to the board/ sub-committee(s).

Overall firms demonstrated a good understanding of their obligations in relation to the establishment of an effective compliance function. Positive findings included the active involvement of the compliance function in strategic decision-making regarding new products and business lines and compliance functions with appropriate levels of resources for the nature and scale of their business.

However, several weaknesses were identified. Many firms did not have effective succession plans or contingency arrangements in place to ensure the permanence and effectiveness of the compliance function. Compliance-led training programmes were absent in some firms which may inhibit the development of a strong compliance culture. Some firms also failed to demonstrate that they have an effective compliance monitoring programme in place. Improvements are also required in relation to the quality of board and committee meeting minutes to reflect discussion and challenge of compliance matters.

The CBI expects all MiFID investment firms to consider the contents of the report and conduct a comprehensive self-assessment of their compliance function against the findings. The report should be discussed at the next board meeting and for the discussion to be recorded in the meeting minutes.

CBI markets update

The CBI published Issues 5 and 6 of its markets update, covering:

• Feedback Statement for CP162 (Proposed amendments to the Central Bank AIF Rulebook) and revised AIF Rulebook published
• Notice of Intention in relation to the application of the ESMA Guidelines on Liquidity Management Tools of UCITS and open-ended AIFs

For more information on these topics please contact any member of A&L Goodbody's Asset Management & Investment Funds team.

Date published: 28 May 2026