The Front Page, Asset Management & Investment Funds: Irish Practice Developments

Some Approaching Deadlines

  • 1 September 2016 Companies Act 2014. The majority of the Companies Act 2014’s provisions commenced on 1 June 2015 (Commencement Date). If a UCITS management company (UCITS ManCo) or AIFM (or s.110 subsidiary) is converting to a company limited by shares (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 Registration Office (CRO) by 30 November 2016. If the UCITS ManCo or AIFM (or s. 110 subsidiary) is converting to a designated activity company (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.
     
  • 1 September 2016 FSB consultation on recommendations to address structural vulnerabilities arising from asset management activities. The FSB consultation on recommendations to address structural vulnerabilities arising from asset management activities closes on 1 September 2016.
     
  • 23 September 2016 ESMA Call for Evidence on Asset Segregation and Custody Services under the AIFMD and the UCITS Directive. The ESMA Call for Evidence on Asset Segregation and Custody Services under the AIFMD and the UCITS Directive closes on 23 September 2016.
     
  • 2 October 2016  EU consultation on cross-border distribution of investment funds. European Commission consultation on the capital markets union (CMU) action on cross-border distribution of investment funds (UCITS, AIFs, ELTIFs, EuVECAs, EuSEFs) across the EU closes on 2 October 2016.
     
  • 1 November 2016 Redemption Gates. Deadline for existing UCITS to remove provisions whereby redemption requests carried over from a prior dealing day as a result of the application of a gate receive priority.  Many UCITS provide for priority rights of redemption for investors on subsequent dealing days in respect of the balance of redemption requests that had been subject to a gate. The Central Bank believes that applying priority to redemption requests which have been subject to a gate may materially prejudice investors, particularly small investors.  This is notwithstanding the fact that the original gate would have had to have been applied pro rata to all investors, large and small, who had submitted redemption requests. This change (which will likely require a change to the UCITS' constitution) should be completed by all UCITS by 1 November 2016.
     
  • 1 January 2017 PRIIPs KID. New and existing RIAIF products must be accompanied by a PRIIPs KID from 1 January 2017. UCITS are exempt from the obligation to produce a PRIIPs KID until 31 December 2019. The PRIPs Regulation will be subject to review which will assess whether the transitional arrangements for UCITS should be prolonged, or whether, with some adjustments, the UCITS KIID might be replaced by or considered equivalent to the PRIIPs KID. Where funds are wrapped into insurance products, they may be required to provide supplementary information or data to enable the underlying insurance company to produce the PRIIPs KID.  The PRIIPs Regulation was discussed in last month's Front Page.

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 ends. 

Central Bank Regulatory Service Standards Performance Report on FSP/F&P Authorisation
The Central Bank of Ireland (Central Bank) published its Regulatory Service Standards Performance Report for January to June 2016. The report sets out the Central Bank’s performance against service standards that it has committed to for the authorisation of financial service providers and Pre-Approval Control Functions under the fitness and probity regime. Helpfully, Appendix B to the report sets out the main reasons why PCF IQs may be returned as incomplete. 

Gareth Murphy, Central Bank of Ireland Director of Markets Supervision
The Central Bank announced on 22 August 2016 that Gareth Murphy, Director of Markets Supervision, has resigned his position. He will remain with the Central Bank until November. He will immediately step away from all supervisory activities that might give rise to potential conflicts of interest.  

CP86 – Third consultation - Fund Management Company Effectiveness- Managerial Functions, Operational Issues and Procedural Matters
As previously discussed in the Front Page, the A&L Goodbody Asset Management & Investment Funds team responded to CP 86 Third consultation - Fund Management Company Effectiveness - Managerial Functions, Operational Issues and Procedural Matters. Please speak with your usual contact on the A&L Goodbody Asset Management & Investment Funds team if you would like to read a copy of our response. 

Irish Funds - Financial Reporting and Regulatory Disclosure
The Irish Funds Financial Reporting Working Group has prepared a financial reporting brief which provides an update on changes in financial reporting and regulatory disclosure requirements which are relevant to investment funds. The brief covers key developments in the following areas:

• UCITS Requirements

• AIFMD Requirements

• Securities Financing Transactions Regulations 2016

• Companies Act 2014

For more information please contact Nollaig Greene or a member of the Asset Management & Investment Funds Team.

Date published: 31 August 2016