Central Bank of Ireland’s streamlined process for document updates

What’s new?

The Central Bank of Ireland (the Central Bank) has published Process clarifications for UCITS and AIFs pre-contractual documentation updates in relation to the Commission Delegated Regulation (EU) 2023/363.

Why has this been published?

Complementary Delegated Regulation (EU) 2022/1214, from July 2022, made under the Taxonomy Regulation, covers fossil gas and nuclear activities.

Among other things, it required amendments to be made to the SFDR Level 2 RTS. As we reported last week, these amendments were published in the Official Journal on 17 February 2023.

In the context of Irish funds, they will result in updates to pre-contractual documentation for UCITS, RIAIFs and QIAIFs.

In light of this, the Central Bank has established a streamlined filing process for pre-contractual document updates based on the revised requirements, with UCITS ManCos and AIFMs being required to certify compliance via an attestation.

What do we know about the new Central Bank process?

The Central Bank’s new publication provides details of how this process will work through a series of seven Q&As (which we summarise below).

Note that the Central Bank specifically points out:

• responsibility rests with the relevant Manager to ensure compliance with the applicable requirements
• the streamlined regime should not be seen as providing scope for a lesser quality of disclosures than would otherwise be produced.

Q1. UCITS and AIF documents to be filed with the Central Bank

As well as the documents which have been updated, a Responsible Person (see below) must certify that

• the amendments made are in accordance with (a) the Commission Delegated Regulation published on 17 February 2023 and/or (b) Levels 1 and 2 of the SFDR and/or the Taxonomy Regulation, and
• amendments affecting the fund’s investment policy / strategy are only made to comply with the changed disclosure requirements.

The confirmation given should make it clear that the revised document does not contain any other amendments to the pre-contractual documentation.

The attestation, together with the relevant revised final dated documents must be submitted to SFDR@centralbank.ie as soon as possible, with documents being dated as at the date of submission.

The Responsible Person will be, as applicable:

• the UCITS ManCo
• the UCITS Self-Managed Investment Company (SMIC)
• the AIFM
• the AIF SMIC or
• where the AIF has a non-EU AIFM, the AIF itself.

Q2. The prescribed format for email submissions

The subject line in the email must be in the format:
[Article X] [Name of Management Company] [Name of Umbrella Fund/Standalone/Sub-Fund(s)].

The Article is required so the fund’s SFDR classification can be easily identified.

Q3. Timing of filings to comply with the SFDR RTS

Filings should be submitted “as soon as possible and at the earliest available opportunity”.

The Central Bank notes that it will keep the submission of revised documents under review and that the streamline process “will be time limited”, though no end date has yet been given.

Q4. Making other changes to the prospectus

The streamlined process is available only in respect of updates arising from

• the newly published Commission Delegated Regulation
• other SFDR Level 1 or 2 requirements
• updates to ensure consistency with the disclosures included in the annex laid down in the SFDR RTS or
• other SFDR-related updates that arise as a result of clarifications from European Commission, the ESAs or the Central Bank.

Other changes must comply with the usual Central Bank review process and should be submitted to allow sufficient consideration time.

Q5. Submitting a filing under the streamlined process where the update involves a change of name.

Where an SFDR-related change of name has to be made, the filing should be submitted via the Portal in the usual manner.

In such cases, the Central Bank will apply a version of the streamlined process. The submission, though, must include an attestation as referred to above.

The Central Bank cautions that there may be a high volume of submissions and the noting letter may not issue on the date of receipt of the submission. It will, though, issue at the earliest opportunity and will be dated as at the date that documents were submitted.

Q6. Submission of a filing using the streamlined process where the update involves reclassification of the fund under SFDR.

Such submissions cannot be made via the streamlined process. Instead, they should be made through the normal post authorisation review process.

Q7. Submissions for the authorisation of a new fund / sub-fund.

These do not qualify for the streamlined process.

Where a new fund/sub-fund application has been made, the SFDR-related disclosures will be reviewed as part of the normal review process.

Any fund not authorised prior to 20 February 2023 will need to comply with the newly published Commission Delegated Regulation.