Ireland: Central Bank Issues A New UCITS Rulebook, A Feedback Statement On CP 77 And An Updated Q&A On UCITS

Last Updated: 14 October 2015
Article by Kevin Murphy, Sarah Cunniff, Dara Harrington and Adrian Mulryan
Most Read Contributor in Ireland, December 2017


On 5 October 2015, the Central Bank published the Central Bank UCITS Regulations 2015 which are to come into effect on 1 November 2015. These new Regulations, which are to be known as the UCITS Rulebook, document in one place all of the requirements which the Central Bank imposes on UCITS investment funds, UCITS management companies and UCITS depositaries. The issue of the UCITS Rulebook is the culmination of a consultation process (CP 77) on the Irish UCITS rules that was initiated as far back as January 2014.


The new UCITS Rulebook sets out the Central Bank requirements for Irish UCITS. The UCITS Rulebook will supplement the existing Irish legislative requirements (and in particular, the Irish regulations which implement the UCITS Directive - the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011). It is the first time that the rules have been issued by the Central Bank on a statutory basis as the new UCITS Rulebook is published in the form of Central Bank regulation.

The format of the UCITS Rulebook follows that of the AIF Rulebook in that the rules are grouped firstly by entities and secondly by subject matter. It is intended that the UCITS Rulebook contains all of the rules imposed by the Central Bank and so includes any derogations from the rules previously granted by the Central Bank to UCITS so as to allow all UCITS to operate on a level playing field. The guidance issued by the Central Bank has also been restructured and will now be located in the Central Bank's UCITS website guidance. The UCITS Rulebook, along with guidance published on the Central Bank's website, will replace the existing UCITS Notices and Guidance Notes.

Although the new UCITS Rulebook largely reflects the conditions set out in the Central Bank UCITS Notices, a small number of policy changes are addressed in the new UCITS Rulebook which are described in the feedback statement on CP 77 below.


In conjunction with the publication of the new UCITS Rulebook, the Central Bank has also issued a feedback statement on its original consultation on CP 77 on the publication of the UCITS Rulebook which deals principally with three issues which are described below.


Previously the Central Bank only allowed sizeable entities with relevant experience to establish Irish UCITS by requiring them to submit to a promoter approval process. The Central Bank is dispensing with the promoter regime for UCITS in the same way as it has done so for Irish authorised AIFs. Instead of a promoter approval process the Central Bank will place reliance on the regulatory regime for UCITS management companies and self-managed investment companies and on the elaboration of the obligations imposed of directors when a UCITS gets into difficulties.

The removal of the promoter approval process is a welcome change for those asset managers wishing to establish a UCITS in Ireland for the first time as they will no longer need to submit information in relation to their ownership, regulatory status, experience or financial condition in order to be approved as a promoter of an Irish fund. Also, the process for establishing an Irish fund for new entrants will become more streamlined once the promoter approval process is dispensed with as the promoter approval had to be in place before UCITS fund documents could be submitted to the Central Bank for review and the approval of a promoter typically took several weeks to obtain.

The Central Bank has also confirmed that any changes in the shareholding of the existing promoters no longer need to be notified to the Central Bank.


The Central Bank is withdrawing its Guidance Note 1/96 on permitted markets which sets out the Central Bank's approach to determining whether a market or exchange on which investments are listed or traded meet the criteria for regulated markets set out in the UCITS Regulations (i.e. that the markets are open, regulated, recognised and operate regularly). The Central Bank will no longer publish a list of permitted markets for UCITS and will no longer review submissions on proposed regulated markets to be added to the list of regulated markets included in a UCITS prospectus. It is the responsibility of the UCITS to ensure that a UCITS complies with the requirements set out in the UCITS Regulations and the new UCITS Rulebook. This change is helpful for those UCITS that would like the flexibility to determine whether Rule 144A securities without an undertaking to register or with an expired undertaking and which are traded on the US broker-dealer market may be considered to be traded on a regulated market for UCITS purposes and so no longer attributed to the 10% bucket for securities that are not listed or traded on a regulated market.


The Central Bank will require UCITS management companies and depositaries to prepare six monthly management accounts for the two six month periods in any calendar year. This new requirement will allow the Central Bank to be able to compare and analyse the two sets of six monthly reports of these entities in any year which it is currently not possible for the Central Bank to do under the current reporting requirements.


The feedback statement also addresses a number of other general UCITS queries. One issue addressed in the feedback statement worth mentioning in particular is the requirement that when a redemption gate is applied to a UCITS unsatisfied redemption requests should not receive priority to any subsequent redemption requests as this may materially prejudice investors and particularly small investors. The Central Bank's feedback states that all redemption requests should be dealt with on a pro rata basis while a redemption gate is in force. The constitutional document of some UCITS may provide that at the time a redemption gate is imposed existing redemption requests are to be dealt with in priority to subsequent redemption requests. UCITS will need to consider whether changes to the constitutional document (and the prospectus in which the redemption gate provisions are summarised) will be needed to address this issue.


The Central Bank has also published the seventh edition of its UCITS Q&A. The updated Q&A is intended to provide answers to common UCITS queries. Seventeen additional questions and answers are addressed in the updated Q&A which range from specific requirements that apply to particular types of funds (such as guaranteed funds) to more general information on matters such as the maximum level of certain fees and the length of shareholder notice requirements. By way of example, the Q&A helpfully includes information on, among other things,

  • how to determine whether the corporate governance mechanisms of a closed-ended fund are to be assessed in order to determine if it is an eligible investment;
  • how to consider appointments of service providers and dealings in shares by connected persons;
  • the type of information to be included in annual reports on the model used for calculating any VAR limits; and
  • the need for the rationale of a UCITS board composition to be documented in a business plan for new UCITS and that it is "good practice" for a director performing the new organisational effectiveness role to document the rationale for board composition when the UCITS business plan is next updated.


The publication of the new UCITS Rulebook has been expected for some time and essentially codifies the Central Bank's rules for UCITS in one document which is helpful for practitioners and asset managers alike. However, any UCITS operating with derogations from the existing Central Bank rules needs to ensure that the derogations are addressed in the new UCITS Rulebook before it takes effect on 1 November 2015. Lastly, the dispensing of the promoter approval process and the changes in the way that the list of regulated markets is determined are particularly welcome.

This article contains a general summary of developments and is not a complete or definitive statement of the law. Specific legal advice should be obtained where appropriate.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:
  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.
  • Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.
    If you do not want us to provide your name and email address you may opt out by clicking here
    If you do not wish to receive any future announcements of products and services offered by Mondaq you may opt out by clicking here

    Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

    Use of

    You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


    Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

    The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


    Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

    • To allow you to personalize the Mondaq websites you are visiting.
    • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
    • To produce demographic feedback for our information providers who provide information free for your use.

    Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

    Information Collection and Use

    We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

    We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

    Mondaq News Alerts

    In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


    A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

    Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

    Log Files

    We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


    This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

    Surveys & Contests

    From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


    If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


    From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

    *** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .


    This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

    Correcting/Updating Personal Information

    If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

    Notification of Changes

    If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

    How to contact Mondaq

    You can contact us with comments or queries at

    If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.

    By clicking Register you state you have read and agree to our Terms and Conditions