New CBI UCITS Regulations

The Central Bank of Ireland (CBI) UCITS Regulations 2026 have been published and are in force.

They repeal and replace the 2019 CBI UCITS Regulations effective 7 July 2026. Many changes align the provisions with AIFMD2 / UCITS6 requirements, such as liquidity management techniques.

The CBI has responded to industry stakeholder feedback given as part of the consultation process on the updated rules which concluded in November 2025. Some industry feedback was taken on board while other points were not.

The CBI’s guidance on performance fees for UCITS and Retail AIFs has also been updated and published.

UCITS managers will need to understand the changes made in the new Regulations and guidance and assess the implications on fund policies, processes and disclosures. The William Fry Asset Management & Investment Funds team can support you with this analysis.

Background

On 9 September 2025, the CBI issued Consultation Paper 161 (CP161) proposing

to repeal and replace the 2019 CBI UCITS Regulations. The purpose, to ensure alignment of the CBI’s framework with Directive (EU) 2024/927, or AIFMD 2 / UCITS 6 (the Amending Directive) and to update the framework to take account of domestic policy developments since the 2019 CBI UCITS Regulations were published. The Amending Directive was transposed into Irish law for UCITS (Irish UCITS Implementing Regulations) effective 1 May 2026.

CP161 also proposed updating the CBI Guidance on performance fees for UCITS and certain types of Retail Investor AIFs (the Guidance on Performance Fees).

The CBI sought the views of stakeholders on the proposed amendments and the consultation process closed on 5 November 2025. The CBI feedback statement to CP161 provides an overview of the written submissions received and a discussion of the key issues raised by respondents in response to CP161.

CBI UCITS Regulations 2026

Many of the changes proposed to the 2019 CBI UCITS Regulations in CP161 were to align with the Amending Directive, in particular the new regime for liquidity management techniques (LMTs). The changes have largely been implemented as proposed, with the CBI UCITS Regulations 2026 amending existing provisions for dealing mechanisms, such as in-specie dealings, gates, anti-dilution levies and redemption charges, so that these can exist alongside the new LMT regime.

Other changes introduced by the CBI UCITS Regulations 2026 include:

• reflection of the Money Market Fund Regulation in the Money Market Fund provisions,
• codification and clarification of industry practice in relation to different dealing cut off times for UCITS ETFs in specified circumstances, as well as the regulatory guidance for use of the “UCITS ETF” identifier at the level of the sub-fund or listed share class,
• incorporation of references to the PRIIPs KID alongside/instead of the UCITS KIID, and
• alignment with Irish UCITS Implementing Regulations and the ESMA guidelines on performance fees in UCITS and certain types of retail investor AIFs.

In addition to those tabled for consultation, the CBI highlights the following as ‘further amendments’ (albeit that certain of the below were in fact included in CP161):

• retention of existing provisions related to UCITS investing in money market instruments and the use of amortised cost as a valuation method, provided that this method does not result in a material deviation from the mark-to-market valuation
• in relation to new LMT requirements:
  • clarification and amendment of certain provisions to align with terminology used in the Amending Directive
  • retention of the proposed requirement for UCITS responsible persons to select at least one anti-dilution tool and one quantitative-based tool from Annex IIA of the UCITS Directive
• removal of binary restriction on the payment of performance fees only on achievement of a new high net asset value over the life of the UCITS or on out performance of an index. This to address potential legislative impediments to the operation of hurdle rates, fulcrum fees or other symmetrical fee models. The restriction on frequency of payment has been replaced with a restriction on frequency of crystallisation of the performance fees and is subject to a number of exceptions.
• clarification of the depositary’s verification obligations in relation to performance fees
• clarification of provisions on connected party transactions, in particular that the requirements do not apply to transactions by unitholders in relation to their units in a fund such as subscriptions, redemptions, conversions and dividend payments
• deletion of provisions requiring UCITS to disclose existing “pro forma” standardised language in relation to anti-dilution levies
• new operating condition for a management company to ensure it has adequate resources to manage and monitor the services that are provided to every UCITS that is under its management

The CBI has, despite industry feedback, implemented the following proposals unchanged:

• requirement for the UCITS prospectus to disclosure the maximum fee payable for any recurring fees calculated based on UCITS NAV and deducted from fund assets. In support of this, the CBI notes that certain fees, including NAV-based research fees paid out of fund assets, were not being clearly disclosed to investors. Disclosure of NAV based fees is currently required at the point of authorisation and the CBI notes instances of it being provided under management fees. While industry feedback included a request to retain the possibility to disclose distribution/paying agent/representative agent fees at normal commercial rates, the CBI does not consider its new requirement as precluding the possibility to pay such fees at normal commercial rates but notes the importance of transparency for investors.
• CBI discretion to impose additional requirements beyond the minimum residency requirements for directors and designated persons of UCITS managements companies at the point of authorisation based on the nature, scale, and complexity of the entity. The CBI UCITS Regulations 2026 adjusts the location rule to remove the requirements for management companies with medium low or above PRISM ratings and therefore applies the rule for management companies with a low PRISM rating to all management companies.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.