The Front Page, Asset Management & Investment Funds: Irish Practice Developments
Some Approaching Deadlines
- 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. Please see below for more detail.
- 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. The Central Bank has extended this deadline to at least six months after the completion of the further consultation which is to issue on this topic.
- 1 July 2016. Investor Money Regulations. The Central Bank has agreed to a request to delay the start date of the Investor Money Regulations (IMR) from 1 April 2016 until 1 July 2016. Please see below for more detail.
- 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.
Investor Money Regulations / Umbrella Cash Account Update
The Central Bank of Ireland (Central Bank) has responded positively to a request from industry that the operational date for the IMR should be delayed from 1 April 2016 until 1 July 2016. The Central Bank is engaged in the process required by law to effect this change including consultation with the Minister for Finance. Many (but not all) investment funds will be changing their processes to ensure that their subscription / redemption / dividend accounts operate at an umbrella level as fund assets and so are not subject to the IMR (which will be effective from 1 July 2016) as detailed in our newsalert of 23 December 2015.
The transposition deadline for UCITS V is 18 March 2016. As of now the Delegated Level 2 Regulation supplementing UCITS V on the obligations of depositaries is not yet final, the ESMA Guidelines on sound remuneration policies under the UCITS Directive and AIFMD (the Guidelines) have not yet issued and the implementing technical standards are also still in draft form. By 18 March 2016, UCITS were to have in place UCITS V compliant depositary agreements, remuneration policies and procedures, whistleblowing policies and procedures, as well as prospectus and KIID updates. The ESMA UCITS Q&A (detailed below) has been of assistance in terms of the transition. Notwithstanding that Q&A, many UCITS and UCITS depositaries will be anxious to ensure that depositary agreements correctly reflect the legal position as of 18 March and any necessary disclosures are correctly reflected in prospectus and other documentation (particularly any additional depositary fees). Some updated depositary agreements will not be in place by 18 March, particularly where Central Bank review is required. While whistleblowing policies can be adopted, the correct approach to the adoption and implementation of remuneration policies and procedures is unclear. In the absence of final Guidelines, our view is that UCITS should adopt remuneration policies and procedures (if practicable) by 18 March on the basis that these will likely need to be updated. In our view, it would be unlikely that enforcement action would be taken if a policy had not been adopted, given the absence of the Guidelines.
Address by Director of Markets Supervision, Gareth Murphy, to the 5th Annual Funds Congress 10 February 2016
Central Bank Director of Markets Supervision, Gareth Murphy, spoke at the 5th Annual Funds Congress on the topic of supervision. He noted that Central Bank supervisors deploy a range of tools which include:
- pre-planned on-site inspections and risk assessments;
- reactive supervisory investigations;
- analysis of regulatory returns;
- thematic reviews; and
- fitness and probity assessments.
Mr Murphy's talk focussed on four areas of current supervisory focus:
- IT and cyber risk;
- Disclosure of investment fund fees;
- Leverage; and
- Stress-testing of investment funds.
Central Bank Regulatory Service Standards Performance Report for H2 (July – December) 2015.
This Report sets out the Central Bank's performance against Service Standards that it has committed to in respect of (i) Authorisation of Funds and Financial Service Providers and (ii) processing of Fitness and Probity applications.
Central Bank Markets Update
The Central Bank of Ireland issued Issue 1 of 2016 of it's Markets Update. At domestic level, the Markets Update did not contain any items which we consider to be of significant interest to investment funds.
Date published: 26 February 2016