Deadlines
- 30 September 2024 - UK Overseas Funds Regime (OFR) - OFR opens for new scheme applications (not in the UK’s Temporary Marketing Permissions Regime (TMPR).
- 1 October 2024 - UK OFR - OFR landing slots open for operators of stand-alone EEA UCITS (in the TMPR) between 1 October 2024 and 31 December 2024.
- 8 October 2024 - ESMA Consultation on Liquidity Management Tools for funds - ESMA will consider all comments received on the consultation by 8 October 2024.
- 1 November 2024 - UK OFR - First OFR landing slots open for operators of umbrella EEA UCITS whose name begins with the letter “A” (in the TMPR) between 1 November 2024 and 31 January 2025. The landing slots will open by alphabetical order of the fund operator’s name.
- 21 November 2024 - ESMA’s guidelines on funds’ names using ESG or sustainability-related terms - Apply from 21 November 2024. Any new funds created on or after 21 November 2024 should apply these guidelines immediately. The transitional period for funds existing before 21 November 2024 will be six months after that date, i.e. 21 May 2025.
- Q3/4 2024 - Fitness and Probity - Central Bank of Ireland (CBI) to implement recommendations of Review of the Fitness and Probity Regime as discussed in our July Bulletin.
- Q4 2024 - Loan Originating Funds - CBI to consult on Loan Originating Funds as discussed in A tapestry of regulatory change- Remarks by Patricia Dunne, Director of Securities and Markets Supervision
- 31 December 2024 - Individual Accountability Framework (IAF) - Regulated financial service providers (RFSPs) will have adopted policies on how the Common Conduct Standards (and, where appropriate the Additional Conduct Standards) are integrated into the conduct of its affairs, including notification, communication and training. RFSPs should provide appropriate training on an ongoing basis to ensure that individuals are clear on their obligations in respect of the Conduct Standards and specifically what is expected of them in the context of their role. Firms should evidence that individuals have completed the relevant training and maintain up to date records in this regard.
- 31 December 2024 - Corporate Governance - Completion of reviews of board and individual director performance. Under the Irish Funds Corporate Governance Code, the overall board's performance and that of individual members must be reviewed annually. Once every three years a formal documented review and a review of the chairperson must take place. Length of service and ongoing independence of directors, as well as gender diversity at board level, should be considered in line with the CBI's CP86 expectations. Compliance with procedures for dealing with conflicts of interest and the terms of reference of any board committees should be reviewed at least on an annual basis.
- 31 December 2024 - Anti-money laundering/combatting the financing of terrorism - Designated persons (including UCITS ManCos, UCITS, AIFMs and AIFs) should be aware of the regulatory expectation to offer training to their boards on the law relating to AML/CFT on an annual basis (and at such other times as may be appropriate). The CBI expects boards to have in place a defined process for the annual review of AML/CFT policies, including AML/CFT business risk assessments. The board should also consider an AML/CFT report, on at least an annual basis, in accordance with EBA guidelines on policies and procedures in relation to compliance management and the role and responsibilities of the AML/CFT compliance officer
- 31 December 2024 - PRIIPs KID - The derogation granted to UCITS (and where applicable AIFs) from the calculation rules for “actual transaction costs” under Annex VI of the PRIIPs delegated regulation expires.
- 1 January 2025 - Fitness & Probity - The annual PCF confirmation return submission facility will be available to RFSPs on the CBI portal from 1 January 2025. From 1 January 2025 and annually thereafter, RFSPs are required to submit, to the CBI, confirmation of compliance with the certification requirements (introduced by the Individual Accountability Framework) in respect of each PCF and all other CFs. Submission of confirmation of compliance with the certification requirements in respect of 2024 will be required in 2025. Further details and updated guidance incorporating the PCF annual confirmation and CF certification requirements will be published by the CBI closer to the submission time.
- 17 January 2025 - Digital Operational Resilience Act (DORA) - DORA will apply from 17 January 2025 as discussed in a recent CBI speech.
- 31 January 2025 - UCITS ManCo, AIFM ownership confirmation - UCITS ManCos and AIFMs must file their annual ownership confirmation by 31 January 2025.
- 20 February 2025 - UCITS KIID/PRIIPs KID - All UCITS made available to "retail investors" in the EEA are required to provide such investors with a PRIIPs KID prior to their investment. In this context, "retail investor" includes any investor that does not fall within the definition of a "professional client" under MiFID. A UCITS which is not made available to "retail investors" in the EEA is not obliged to provide a PRIIPs KID and may continue to produce a UCITS KID. This may be important for marketing in the UK. A UCITS producing a UCITS KIID 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 UCITS KIID must be filed with the CBI. The CBI website has been updated to note that the UCITS KIID return will not be a scheduled return on the portal and is now set up as an ad hoc return. Any update to the KIID filed with the CBI must be translated and filed in other host jurisdictions as necessary. It must then be uploaded on the UCITS' website. Where a UCITS produces both a UCITS KIID and PRIIPs KID, the latest versions of both should be filed with the CBI through the portal. Unlike the UCITS KIID, there is no annual refresh deadline for the PRIIPs KID. The PRIIPs KID must be reviewed regularly and revised when there is a significant change, and at least annually. PRIIPs KIDs (and PRIIPs KID updates) must also be filed with the CBI. Again, the CBI website has been updated to note that the PRIIPs KID return will not be a scheduled return on the portal and is set up as an ad hoc return.
- 28 February 2025 (expected deadline) - Fund profile return - The annual CBI fund profile return is required for all Irish authorised sub-funds. It is to be prepared for the period up to 31 December 2024, with an anticipated submission deadline of 28 February 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.
- 31 March 2025 - ICCL Report - For the purposes of the Investor Compensation Company DAC’s compensation scheme, authorised UCITS/AIFM management companies authorised to perform individual portfolio management are required to file the ICCL report, see UCITS - Management Companies Reporting Requirements.
- Early 2025 - CBI plans to implement its new supervisory approach. The CBI’s new operating structure will include seven directorates, which will report into the existing Deputy Governors for Financial Regulation and Consumer and Investor Protection: the directorates responsible for sectoral supervision will include a Capital Markets & Funds Directorate which will have integrated teams responsible for all elements of its mandate and supervising risks as they relate to the sector. There will be a Horizontal Supervision Directorate working with the sectoral supervisory teams on a system-wide and thematic basis. It will provide specialist input on key cross-sectoral risks such as conduct, behaviour and culture, AML/CFT, financial resilience, operational resilience and technology risks. There will also be a Supervisory Risk, Analytics and Data Directorate, a Policy and International Directorate and an Enforcement Directorate.
- 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 eleven months of their financial year-end.
The UK’s Overseas Funds Regime
The OFR, which will replace the TMPR, will open from 30 September 2024.
Initially, it will only open to EEA schemes that are not in the TMPR.
It will then open to stand-alone EEA UCITS that are already in the TMPR, followed by umbrella EEA UCITS that are already in the TMPR.
If operators of schemes that are already in the TMPR do not submit an OFR application, the fund(s) will lose their recognition under the TMPR immediately after the end of their landing slot and may no longer be marketed to UK retail investors until a successful OFR application has made.
OFR applications are submitted through the UK Financial Conduct Authority (FCA)’s online portal, Connect.
The CBI issued an update regarding CBI filing requirements for UCITS making filings when updating fund documentation in order to comply with FCA guidance on the OFR as a post-authorisation update.
The FCA published information on its website regarding the implementation of the OFR.
Irish authorised UCITS (with the exception of Money Market Funds) wishing to avail of the OFR may be required to make changes to fund offering documents in accordance with the FCA guidance.
These amendments to the prospectus must be submitted to the CBI as a post-authorisation update. UCITS may avail of one of the following options:
- The relevant disclosure may be added to the UK country supplement and filed via the portal using the “UCITS/AIF Country Supplement” request change.
- Alternatively, if the main body of the prospectus/supplement is amended, the amended document must be submitted to the Funds Post-Authorisation team via the portal using the “UCITS/RIAIF: Prospectus/Supplement review - No new sub-funds” request change.
The CBI points out that, as option two involves amendments to the main body of the prospectus as opposed to just the country supplement, any such submissions will be subject to a lengthier and more detailed review process. This should be factored into timelines for the submission of the OFR application to the FCA.
CBI Markets Update
The CBI published Issue 7 2024 which included:
For more information on these topics please contact any member of A&L Goodbody's Asset Management & Investment Funds team.
