Some Approaching Deadlines
- 15 November 2017. Central Bank request for details of QIAIF applications for pre-Christmas or pre-year end authorisation/ approval/ notings. The Central Bank has requested details of applications which have pre-Christmas or pre-year end authorisation/ approval/ noting deadlines to be furnished by mid November and weekly thereafter (see below for more detail).
- 31 December 2017. 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 with a formal documented review and a review of the chairperson taking place at least once every three years.
- 31 December 2017. Anti-Money Laundering/Counter Terrorist Financing (AML/CTF) - collective investment schemes and management companies should be aware of the regulatory expectation to offer training to their boards on the law relating to AML/CTF on an annual basis (and at such other times as may be appropriate). Boards should also ensure that they have considered whether to adopt a board level AML/CTF policy and where the board has adopted such a policy, that it receives appropriate confirmations from relevant persons and that it is subject to periodic review.
- 31 December 2017. Business Plan/Programme of Activity - UCITS management companies, self-managed UCITS, AIFMs and internally managed AIFs, where they have not already done so, may need to complete their annual performance review on service providers, and obtain annual confirmations from service providers and relevant persons in accordance with their business plan/programme of activity, complete onsite visits with service providers, ensure adoption of valuation policy and make disclosure in respect of connected parties transactions.
- 31 December 2017. Fitness & Probity - management companies, AIFMs, self-managed/internally-managed UCITS/AIFs and other regulated financial service providers (RFSPs), where they have not already done so, will need to obtain their annual certification from persons performing PCFs (e.g. directors) and CFs (e.g. money laundering reporting officer and Company Secretary) that they are aware of the Fitness and Probity standards, agree to continue to abide by those standards and will notify the Board if they no longer comply. This forms part of ongoing performance monitoring set out in Section 22 of the Guidance on Fitness and Probity Standards. The Annual PCF Confirmation Return due date (for the year ending 31/12/17) for Investment Funds and Fund Service Providers (including AIFMs and UCITS management companies) has not yet been published on the Central Bank webpage (The 2016 return had a filing deadline of 28 February 2017). The Annual PCF Confirmation Return (which is made via the ONR system) involves a mandatory declaration to confirm that the CEO or equivalent, has confirmed in writing that the RFSP has brought the Standards to the attention of all PCFs, that the RFSP is satisfied on reasonable grounds that all PCFs comply with the Standards, that the written agreement of all PCFs to abide by the Standards has been obtained, that all necessary due diligence has occurred and that the RFSP will investigate any fitness and probity concerns, take appropriate action and notify the Central Bank of any action taken without delay.
- 1 January 2018 PRIIPs KID. Investment funds made available to retail investors within the European Union fall within the scope of the PRIIPs Regulation, whether those investment funds are established prior to, or after, 1 January 2018. A "retail investor" for the purpose of the PRIIPs Regulation is a "retail client" as defined in MiFID II which, in turn, is a client "who is not a professional client" as defined in MiFID II. RIAIFs and Professional Investors AIFs made available to retail investors in the EEA will need to be accompanied by a PRIIPs KID from 1 January 2018. QIAIFs which do not limit investor eligibility to MiFID professional clients are potentially caught by the PRIIPs Regulation insofar as they are made available to Qualifying Investors that are not professional clients". QIAIFs may therefore wish to examine or consider their investor base, distribution arrangements, prospectus disclosure or other elements to identify if any adjustments are required to ensure that the QIAIF is not in scope of the PRIIPs Regulation. For example, some QIAIFs may choose to limit access to the fund to MiFID professional clients only so as to fall outside the scope of the PRIIPs Regulation. Documenting or enforcing this limitation may happen in a number of ways. UCITS are exempt from the obligation to produce a PRIIPs KID until 31 December 2019. In due course, the PRIIPs 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 investment 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.
- 1 January 2018 Benchmarks Regulation - takes effect (subject to transitional provisions). See our July Question of the Month for more details.
- 3 Jan 2018 MiFID II - comes into effect and may trigger changes to fund documentation such as prospectus disclosures and investment management and distribution agreement updates to ensure that MiFID authorised service providers comply with the new requirements. See below for further details.
- 19 February 2018. UCITS KIID - A UCITS must update its key investor information document (KIID) on an annual basis for each sub-fund / standalone fund within 35 business days of the end of each calendar year. This year this annual update of the KIID must be filed no later than 19 February 2018 (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.
- 25 May 2018. GDPR - the General Data Protection Regulation will come into force on 25 May 2018 and will introduce a sweeping new data protection regime. See our May Question of the Month for details of steps funds may take to prepare for the new regime.
- 21 July 2018. MMF Regulation. The MMF must be implemented by EU member states by 21 July 2018. The MMF Regulation introduces new requirements for MMFs in particular, portfolio composition, valuation of assets, diversification, liquidity management and credit quality of investment instruments. The rules will apply to all MMFs, whether they are UCITS or AIFs. For more information, see our In Focus paper here.
The above 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 or other similar returns which deadlines will vary to reflect the particular entity's year end.
Central Bank Christmas Deadlines
The Central Bank of Ireland (Central Bank) has issued details of its deadlines for receipt of applications: for approval of fund and sub-fund applications that have pre-Christmas or pre year-end approval deadlines (this includes self-managed/internally managed investment company/ICAV applications and risk management processes); and for approval of post-authorisation amendments that have pre-Christmas or pre year-end approval or noting deadlines. Details of the Central Bank deadlines are set out here.
The Central Bank also issued details of its deadlines for receipt of applications in relation to Investment Managers and ICAV registration/ conversion / migration applications s as follows;
- Investment Manager Applications - 10 November
- ICAV Registration / Conversion / Migration Applications - 08 December
Irish Funds MiFID II Q&A
Irish Funds has published a Q&A document on MiFID II which addresses implications for the Irish funds industry. Q&A are included on:
- General scoping matters
- Inducements, payments for research and disclosures of costs
- Product governance
- Investment Managers/Advisers of AIFs/UCITS
The Q&A also sets out action points for UCITS Management Companies (ManCos) and AIFMs to consider.
MiFID II does not apply directly to ManCos and AIFMs which are not authorised to carry out MiFID investment services. However, ManCos and AIFMs typically contract with service providers who provide MiFID investment services in respect of Irish UCITS and AIFs as part of a delegation model framework. The Q&A has been prepared by the Irish Funds MiFID II Working Group to assist these ManCos and AIFMs with regard to matters relating to the implementation of MiFID II. As industry progresses with the implementation of MiFID II by 3 January 2018, further Q&As may be published in order to address issues arising.
EFAMA has endorsed and published the European MiFID Template (EMT), a MiFID information exchange template jointly designed by European product manufacturers. The EMT includes data fields for product manufacturers to provide to distributors to help them fulfil the new regulatory requirements. Please speak with your usual contact on the A&L Goodbody Asset Management & Investment Funds team for more details.
Government Legislation Programme - Autumn 2017
Priority Legislation for Publication this session (28 Bills in total).
- Criminal Justice (Money Laundering & Terrorist Financing) (Amendment) Bill (to give effect to 4AMLD)
- Criminal Justice (Corruption Offences) Bill
- Data Protection Bill
- Market in Financial Instruments Bill (to transpose MIFID II)
Bills that are expected to under PLS (Pre-Legislative Scrutiny) this session (30 in total).
- Investment Limited Partnership and Irish Collective Asset-management Vehicle (Amendment) Bill
- Data-Sharing and Governance Bill
All other legislation (73 in total).
- Central Bank Consolidation Bill
- Cyber Security Bill
- Cybercrime Bill
FATF Mutual Evaluation Report of Ireland
In 2016 the Financial Action Task Force (FATF) conducted an assessment of Ireland’s anti-money laundering and counter-terrorist financing system. FATF published their Mutual Evaluation Report on Ireland which concludes that “Ireland has a sound and substantially effective regime to tackle money laundering and terrorist financing….” In addition the Report highlights “National coordination mechanisms and the Private Sector Consultative Forum (PSCF) were fruitful in broadening the understanding of its ML and TF risks across all relevant agencies and with the private sector.” FATF also published an executive summary of the report and a presentation of the key findings, ratings and priorities. A more detailed summary of the FATF findings is set out here.
Central Bank Markets Update
The Central Bank published issue 7 of 2017 of its Markets Update which included the publication of responses to its Discussion Paper on ETFs and noted that the Central Bank will host a conference entitled “ETFs – Stability and Growth” on 29 November 2017 in the Convention Centre Dublin. Topics discussed will include those which were included in the Central Bank's Discussion Paper on the topic.
For more information please contact a member of the Asset Management & Investment Funds Team.