On 27 April 2017, CONSOB issued the resolution No. 19974 (the "Resolution No. 19974"), approving the amendments to the Regulation on Issuers, and the Bank of Italy and CONSOB amended their joint regulation pursuant to Article 6, paragraph 2-bis, of Legislative Decree No. 58 of 24 February 1998, dated 29 October 2007, as subsequently amended and supplemented (the "Joint Regulation") to implement the provisions of Directive 2014/91/EU ("UCITS V").
In particular, with respect to the rules applicable to depositaries of open-end collective investment funds, Resolution No. 19974 widened the scope of the information to be provided in prospectuses relating to the offering of units of such funds regarding (i) conflicts of interest, (ii) delegation of safekeeping duties, and (iii) depositaries' liability for loss of financial instruments that are held in custody. In addition, Resolution No. 19974 also identified the information to be included in prospectuses with respect to remuneration and employee incentive policies and practices.
The amendments to the Joint Regulation, by entirely replacing Title III of the Joint Regulation, inter alia, (i) extended the scope of application of the provisions on remunerations to undertakings for collective investment in transferable securities ("UCITS"), (ii) set out provisions relating to the structure of the remuneration (fixed and/or variable) and (iii) clarified how the provisions should apply to managers belonging to banking groups or brokerage firms.
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