The Front Page, Asset Management & Investment Funds: Irish Practice Developments
Some Approaching Deadlines
- 31 January 2016, Fitness & Probity - Deadline for filing the Annual PCF Confirmation Return (to 31/12/15) for Fund Service Providers (including AIFMs, and UCITS management companies).
- 19 February 2016, UCITS KIID - Annual update of the key investor information document (KIID) must be filed no later than this date (where required). Any update to the KIID filed with the Central Bank must be translated (as necessary) and filed in any other host jurisdictions where the UCITS is registered to market its shares and uploaded on the UCITS' website.
- 28 February 2016, Fitness & Probity – Deadline for filing the Annual PCF Confirmation Return (to 31/12/15) for funds.
- 18 March 2016, UCITS V. This is the UCITS V implementation deadline. UCITS should have in place UCITS V compliant depositary and sub-depositary agreements, whistleblowing policies and procedures, prospectus updates and remuneration policies and procedures.
- 1 April 2016, Investor Money Regulations - The Central Bank has published guidance on the operation of umbrella cash accounts by Irish investment funds (see below). Many funds will be changing their processes to ensure that their subscription/redemption accounts operate at an umbrella level as fund assets and so are not subject to the Investor Money Regulations (which will be effective from 1 April 2016).
- 30 June 2016, Sub-Fund Profiles. Deadline for filing the Investment Funds Annual Sub-Fund Profile Return on the Central Bank's ONR.
- 30 June 2016, CP86. UCITS management companies, self-managed UCITS, AIFMs and internally managed AIFs were to have updated their business plans/programme of activity to reflect the revised managerial functions, the organisational effectiveness role, ongoing control and operational matters by this date in line with Fund Management Companies – Guidance . As discussed below, the Central Bank has indicated that it is extending this deadline to at least six months after the completion of the further consultation which is to issue on this topic.
- 1 September 2016, Companies Act 2014. The majority of the Companies Act 2014’s provisions commenced on 1 June 2015 (Commencement). If a UCITS management company or AIFM (or s.110 subsidiary) is converting to a CLS, the shareholder(s) of the UCITS ManCo or AIFM (or s. 110 subsidiary) must pass a special resolution to adopt a new constitution, which must be filed with the Irish Companies Office (CRO) by 30 November 2016. If the UCITS ManCo or AIFM (or s. 110 subsidiary) is converting to a DAC, the shareholder(s) of the UCITS ManCo or AIFM (or s. 110 subsidiary) must pass an ordinary resolution resolving that the company be registered as a DAC by 1 September 2016. Variable Capital Companies may choose to update their Memorandum and Articles of Association to reflect the provisions of the Companies Act 2014 and other regulatory changes when planning their Annual General Meetings. Please see our In Focus document for more detail.
This list does not cover ad hoc filings (such as regulatory reports) or filings of annual accounts (and related documents which include annual FDI Return) and semi-annual accounts because these dates will vary to reflect the particular year end.
Central Bank Markets Update
- Umbrella Funds - Cash Accounts Guidance (see below).
- Updated UCITS Q&A (11th edition).
- Fund Management Company Effectiveness - Update to stakeholders on CP86 (this extends the deadline by which management companies must comply with the Central Bank’s organisational effectiveness requirement to at least six months after the completion of the consultation on further guidance for fund management companies, which is now expected by the end of Q1 2016) (see below).
- Publication of UCITS V Delegated Regulation (detailed in our December Front Page) and concerns the UCITS V obligations of depositaries.
- CP100: Consultation on Risk Assessment and Capital Planning for Fund Administrators.
- New Final Terms Submission Procedures (these impact Prospectus Directive submissions only).
- Amended Cut-off Times for Prospectus Submissions (these also impact Prospectus Directive submissions only).
Umbrella Funds - Cash Accounts Guidance
The Central Bank issued guidance on operating an umbrella fund cash account for subscriptions and redemptions, which are considered fund assets (and so not subject to Investor Money Regulations). This guidance provides information on:
- general principles;
- policies and procedures that should accompany such an account;
- disclosures that should be made to investors;
- treatment of subscription, redemption and dividend monies; and
- insolvency of one sub-fund within an umbrella fund.
Funds adopting this approach will be reviewing their constitutions and prospectus disclosures in advance of the 1 April 2016 deadline.
The Central Bank published the Eleventh Edition of a UCITS Q&A with a new Q&A 1059 which confirms that internally managed investment companies must comply with Regulation 100 (7) of the Central Bank UCITS Regulations (which concerns the independence of the individual performing the organisational effectiveness role).
Update on CP86 Transition Timelines
The Central Bank will extend the deadline by which existing fund management companies (i.e. fund management companies, SMICs and internally managed AIFs authorised before 1 November 2015) must comply with its revised managerial functions and new organisational effectiveness requirements to at least six months after the completion of the forthcoming consultation on further guidance for fund management companies, which is now expected by the end of Q1 2016. In the Central Bank feedback statement in relation to Consultation Paper CP86 - Consultation on Fund Management Company Effectiveness - Delegate Oversight (which issued in June 2015) the Central Bank advised that it would publish further guidance for fund management companies by the end of 2015. It also advised that it would require existing fund management companies to update business plans/programmes of operation to reflect the revised managerial functions and the organisational effectiveness role by 30 June 2015. Work on preparing the additional draft g uidance for fund management companies is on-going and the Central Bank anticipates publishing it for public consultation by the end of Quarter 1 2016. The deadline for compliance with the new requirements will be extended accordingly.
CRS, FATCA, and the EU Savings Directive
As detailed in our Front Page articles of November, and December, the Common Reporting Standard (CRS) impacts Irish funds from 1 January 2016. The CRS framework represents a globally coordinated approach to the disclosure of income earned by individuals and organisations in order to combat tax evasion. To date, more than 90 jurisdictions have publicly committed to implementation, many of which are early adopter countries, including Ireland. Section 891F of the Taxes Consolidation Act 1997 implements CRS on an international basis under Irish law (while Section 891F of the Taxes Consolidation Act 1997 provides for the implementation of CRS in the context of EU member states). CRS regulations, the Returns of Certain Information by Reporting Financial Institutions Regulations 2015, were enacted on 31 December 2015.
From 1 January 2016 there is a new requirement to identify and confirm the tax residence status of all new (and existing) investors in a reporting Irish fund under CRS. This requirement operates alongside the current requirement to identify and confirm the status of investors under FATCA (i.e. broadly, whether such investors are US Specified Persons or not). It will also be necessary to undertake due diligence with respect to pre-existing accounts (i.e. accounts opened prior to 1 January 2016) by 31 December 2017. This will impact fund documentation.
The EU Savings Directive has now been repealed.
Date published: 29 January 2016