Earlier this year the Central Bank of Ireland (the "Central Bank") carried out an assessment of certain aspects of UCITS and RIAIF1 authorisations and post-authorisation procedures to ensure the review process was as robust and efficient as possible while talking into account the legislative requirements and investor protection.
On 9 October 2018, the Central Bank advised of its updated review processes and the changes are very welcome as they simplify authorisation procedures and in some cases eliminate a review period of several weeks. The Central Bank will instead place responsibility on the fund/manager (the responsible person) to certify that the documents in question are in compliance with applicable requirements.
New Central Bank Review Processes
The Central Bank advised that, subject to receipt of the relevant Central Bank application form and written confirmations, the Central Bank will no longer carry out a prior review of the following items:
- New share classes for authorised sub-funds of UCITS and RIAIFs;
- Depositary agreements;
- UCITS financial indices;
- Trust Deeds / Deeds of Constitutions; and
- Investment Limited Partnership Agreements.
The establishment of new share classes, in an authorised UCITS or RIAIF, will no longer be subject to pre-review by the Central Bank. Going forward, the updated prospectus/supplement which provides for the new share class together with a written confirmation from the responsible person that the new share class complies with Central Bank requirements, should be submitted to the Central Bank on the day prior to noting.
Subject to a written confirmation from the depositary, depositary agreements will no longer be subject to prior review by the Central Bank. This includes amendments to a Depositary Agreement subsequent to the authorisation of a fund.
UCITS Financial Indices
Subject to a written confirmation from the responsible person, the use of an index will no longer be subject to the prior review by the Central Bank.
Where a new UCITS intends to use an index, a written confirmation from the responsible person should be submitted together with the initial application for the approval of the fund. Where an existing UCITS proposes to use an index, the written confirmation should be submitted in conjunction with the post-authorisation application.
Trust Deeds / Deeds of Constitution/ Investment Limited Partnership Agreements
Given the change to the prior review of depositary agreement and in line with the process for constitutional documents for corporate funds, the Central Bank will no longer review trust deeds or deeds of constitution, and for RIAIFs Investment Limited Partnership Agreements, subject to a written confirmation from the depositary.
The Central Bank has also created a specific application form for UCITS to UCITS mergers with a view to streamlining such merger applications.
These new arrangements are effective immediately.
1Retail Investor Alternative Investment Funds under Chapter 1 of the AIF Rulebook.
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