Asset Management & Investment Funds: Irish Practice Developments – April 2025

Key deadlines

31 May 2025 - Fund profile return - The annual Central Bank of Ireland (CBI) fund profile return is required for all Irish authorised sub-funds. The CBI Portal deadline for sub-fund profile returns has been moved from February to May 2025. 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 updated its Fund profile guidance and template in 2022.

6 June 2025 - EBA consultations on AML/CFT RTS - EBA is consulting on four sets of draft RTS that are required under the EU’s new AML/CFT legislative package, addressing harmonised ML/TF risk assessments, customer due diligence requirements, selection of institutions for direct supervision by AMLA and penalties. The consultations close on 6 June 2025.

30 June 2025 - Exchange traded funds (ETFs) - Management companies of ETFs should review the actions outlined in the CBI letter on the primary and secondary market trading arrangements of ETFs (discussed here) and, where appropriate, incorporate the necessary changes to their frameworks and practices by the end of Q2 2025.

30 June 2025 - Sustainability disclosures - ESMA to issue its report on the outcome of the common supervisory action on sustainability disclosures.

July 2025 - NBFI leverage policy recommendations - The FSB’s 2025 Work Programme notes publication of their final report on NBFI leverage policy recommendations in July.

10 July 2025 - CBI CP160 consultation on Fitness and Probity regime - Firms have a deadline until 10 July 2025 to respond to CP 160. 

1 July 2026 - UK OFR - Final OFR’s landing slots open for fund operators of umbrella EEA UCITS whose name begins with the letter “W-Z and firms with digits in the title” (in the TMPR) until 30 September 2026.

Reporting obligations may vary on a firm-by-firm basis. The above list does not cover:

• tax, FATCA or CRS filings, director's compliance statement obligations, which apply to listed UCITS VCCs
• diversity reporting obligations, which may apply to listed AIF and UCITS VCCs
• ad hoc filings, such as regulatory reports, or filings of annual accounts (and related documents which include annual FDI returns) 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 11 months of their financial year-end. The CBI updated its UCITS Q&A to provide for its new position in relation to portfolio transparency for UCITS ETF. This is a welcome development and applies to all UCITS ETFs or UCITS with ETF share classes irrespective of whether they pursue a passive or active strategy.

Semi-transparent ETFs - CBI updates its position in relation to portfolio transparency for UCITS ETFs

The CBI updated its UCITS Q&A to provide for its new position in relation to portfolio transparency for UCITS ETFs to permit the launch of semi-transparent ETFs. This is a welcome development and applies to all UCITS ETFs or UCITS with ETF share classes irrespective of whether they pursue a passive or active strategy.

In short, the CBI has changed its position from requiring full daily portfolio transparency to now permitting disclosure of portfolio information on a periodic basis subject to certain criteria. These criteria include that:

• there is still appropriate information disclosed daily to facilitate an effective arbitrage mechanism and that information is made available on a non-discriminatory basis to authorised participants and market makers
• the full portfolio holdings are disclosed publicly as at the end of each calendar quarter within 30 business days of the end of the quarter
• the prospectus of the UCITS ETF discloses the type of information that is provided on a daily basis to relevant parties
• there are documented procedures to address circumstances where the arbitrage mechanism becomes impaired and for investors to request portfolio information

In more detail the updated UCITS Q&A 1012 is set out below.

Q. I am the responsible person of a UCITS ETF or UCITS ETF share class of a UCITS. What requirements apply to portfolio transparency and disclosure of information on the portfolio?

A. Regulation 85(3) of the Central Bank UCITS Regulations requires that the prospectus, PRIIPs KID and/or UCITS KIID and marketing communications of a UCITS ETF or UCITS ETF share class of a UCITS disclose the policy regarding portfolio transparency and where information on the portfolio may be obtained.

A UCITS ETF or UCITS ETF share class of a UCITS shall disclose the identities and quantities of its portfolio holdings on either a daily basis or periodic basis as follows:

a). Daily basis: Where the UCITS ETF or UCITS ETF share class of a UCITS discloses its portfolio holdings on a daily basis, the responsible person must ensure that:

1. the prospectus discloses the type of information that will be provided in relation to the portfolio
2. the portfolio information is made available on a non-discriminatory basis

b). Periodic Basis: Where the UCITS ETF or UCITS ETF share class of a UCITS discloses its portfolio holdings on a periodic basis, the responsible person must ensure that:

1. appropriate information is disclosed on a daily basis to facilitate an effective arbitrage mechanism
2. the prospectus discloses the type of information that is provided in point 1
3. this information is made available on a non-discriminatory basis to authorised participants and market makers
4. there are documented procedures to address circumstances where the arbitrage mechanism of the ETF is impaired
5. there is a documented procedure for investors to request portfolio information
6. the portfolio holdings as at the end of each calendar quarter are disclosed publicly within 30 business-days of the end of the quarter

Please speak with your usual contact on our Asset Management & Investment Funds team for more detail.

CBI consultation on Fitness and Probity Regime 

The CBI launched CP160 Consultation Paper on amendments to its Fitness & Probity (F&P) Regime. This consultation follows recommendations by former Chair of the European Central Bank Supervisory Board, Andrea Enria, who completed an independent review of the F&P regime in 2024.

The Enria Report contains a package of 12 recommendations, all of which were accepted by the CBI. These recommendations aim to increase clarity and transparency of supervisory expectations of the CBI’s F&P Standards. The package includes providing for:

• Enhanced guidance on F&P Standards: The CBI proposes to consolidate all existing guidance into a single document, introducing enhancements to ensure clarity and transparency. 
• Revised list of pre-approval controlled functions (PCFs): The CBI will restructure the PCF list, reducing the number of roles from 59 to 45 by merging and renaming certain functions. This aims to make the list more manageable and clearer for firms. The CBI proposes an initial targeted revision of the PCF list, followed by a more substantive review coordinated with the planned three-year review of the Senior Executive Accountability Regime (SEAR) in 2027. 
• Objective measures for PCF assessment: The revised guidance will include high-level expectations in relation to the:
  • inherent responsibilities, and role summaries, of certain PCFs
  • time commitments of specific PCFs
  • level of experience required for specific PCFs
  • level of knowledge/qualifications required for specific PCFs
• Focus on conflicts of interest: The CBI emphasises the importance of identifying, managing, and mitigating conflicts of interest for individuals in PCF roles, with specific provisions included in the draft revised guidance.
• Collective suitability and diversity: The draft guidance reaffirms the importance of collective suitability and diversity within boards, encouraging firms to consider these factors when selecting and assessing board members to ensure effective oversight and mitigate group-think.

Firms have a deadline until 10 July 2025 to respond to the consultation.  

The CBI also published an Implementation Report detailing the actions taken to date on implementing the recommendations made by Mr Enria. This report highlights key achievements in strengthening F&P gatekeeping processes:

• A dedicated F&P unit has been created within the CBI which streamlines operations and ensures a more cohesive assessment framework.
• A Gatekeeping Decisions Committee has been created within the CBI to consider cases of potential refusal - increasing the seniority and importance of decision making.

The CBI also published a new F&P Gatekeeper Process Manual which clarifies each stage of the F&P process, including the engagement that regulated firms and proposed appointees can expect from the CBI, in terms of notification of interviews, interview length, time to process applications and availability of feedback. The manual highlights CBI expectations of the financial services industry, including its primary role in the F&P process and the proportionate due diligence that should be completed by regulated entities prior to submitting F&P applications to the CBI.

CBI markets updates

CBI markets update Issue 3 2025 issued covering:

• 42nd Edition of the CBI UCITS Q&A
• The CBI notice of intention in relation to the application of the ESMA Guidelines on stress test scenarios under the Money Market Fund (MMF) Regulation

CBI markets update Issue 2 2025 issued covering:

• European Commission consultation re prospectuses. The European Commission published a targeted consultation on the reduced content and the standardised format and sequence of the EU follow-on prospectus and the EU growth issuance prospectus, closing 2 May 2025. In a funds context, the prospectus directive is relevant to listed closed-ended funds.
• Amended guidance on Investor Money Requirements. The CBI published amended guidance on Investor Money Requirements. The amended guidance incorporated the Investor Money Requirements Questions and Answers issued in December 2018. Most funds are out of scope of the Investor Money regime and utilise an umbrella cash account.

ESMA consultation re format of insider lists. ESMA launched a consultation proposing changes to the format for drawing up and updating insider lists, as part of the Listing Act amendments to the Market Abuse Regulation. In a funds context, this is relevant to listed funds. The Listing Act mandates ESMA to review the ITS on insider lists to extend the simplified format - currently used by issuers on small and medium enterprises growth market - to all issuers. The proposed changes aim at reducing the administrative burden on issuers required to draw up and maintain insider lists under MAR. The closing date for the consultation is 3 June 2025.

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