Investment Funds Update: Amendments to AIF Rulebook and UCITS Regulations
23 January 2017
The Central Bank recently issued amendments to its AIF Rulebook and also published its Feedback Statement on amendments to the Central Bank UCITS Regulations. We take a closer look at these amendments.
Amendments to the AIF Rulebook
In November 2016, the Central Bank of Ireland (the “Central Bank”) announced that it would be amending the AIF Rulebook to change the requirements applying to loan originating qualifying investor alternative investment funds (“L-QIAIFs”). The Central Bank issued the amended AIF Rulebook on 3 January 2017.
Prior to this amendment, L-QIAIFs were prohibited from engaging in activities other than lending and certain related operations. The revised AIF Rulebook now provides that L-QIAIFs are permitted to deal in investments connected to the loan origination strategy. This includes investing in debt and equity securities of entities or groups to which the L-QIAIF lends or which are held for treasury, cash management or hedging purposes.
Rules applying to subsidiaries established by alternative investment funds
In a consultation held by the Central Bank in November 2015, the Central Bank outlined changes it proposed making to the AIF Rulebook in respect of alternative investment funds that established subsidiaries.
The AIF Rulebook currently provides that a subsidiary must not appoint any third parties or enter into any contractual arrangement unless the alternative investment fund is a party to such appointments or contractual arrangements.
In a feedback statement issued by the Central Bank in June 2016 following the closure of the consultation, the Central Bank confirmed that it proposed amending the AIF Rulebook to clarify that reference to “contractual arrangements” were to those involving the appointment of third parties.
The changes to the AIF Rulebook outlined in the Central Bank’s feedback statement are not included in the revised AIF Rulebook issued on 3 January 2017. The amendments outlined in the feedback statement will instead be included in regulations the Central Bank intends to introduce in place of the AIF Rulebook. A timeframe for the publication of the Central Bank’s consultation on such regulations has yet to be confirmed.
Please click here for a copy of the latest AIF Rulebook.
Amendments to the Central Bank UCITS Regulations
On 19 January 2017, the Central Bank issued its Feedback Statement on the consultation on the amendments to the Central Bank UCITS Regulations, ‘CP105’ (the “Feedback Statement”).
CP105 relates to a number of changes to the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015 (the “Central Bank UCITS Regulations”), some of which are outlined below:
Proposals to include the Central Bank’s requirements in respect of establishing subsidiaries
- The Central Bank confirmed that it will issue guidance in relation to applying for approval to establish a subsidiary, similar to the approach taken for alternative investment funds.
- Requiring disclosure of the names of subsidiaries in the prospectus may not be practical. Therefore, the Central Bank confirmed that the amending regulations will reflect a revised provision requiring disclosure of the names of subsidiaries in the UCITS Annual Report instead.
Depositary to also hold assets of subsidiary
- The Central Bank confirmed that Regulation 114A of the Central Bank UCITS Regulations (depositary obligations and restrictions) will be further amended to provide that where a UCITS establishes a subsidiary, the assets of the subsidiary must also be held by the depositary. In addition, the depositary’s safekeeping and cash monitoring obligations will apply to the subsidiary.
It is anticipated that regulations amending the Central Bank UCITS Regulations will issue during the first quarter of 2017.
For a copy of the Feedback Statement, please click here.
The amendments to the AIF Rulebook are a welcome development, and parallels can be drawn with rules at EU level. It also ties in with the central aim of the EU’s Capital Markets Union, being the promotion of alternative sources of non-bank lending to the EU economy.
The amendments to the Central Bank UCITS Regulations are also to be welcomed and will provide further clarity to the funds industry in Ireland.
If you have any questions or would like further information, please contact a member of the Investment Funds team.
The content of this article is provided for information purposes only and does not constitute legal or other advice.