Central Bank consults on changes to Ireland’s UCITS and AIF rules

On 9 September 2025, the Central Bank of Ireland (the Central Bank) published two consultation papers:

• CP 161, on amendments to the Central Bank's UCITS Regulations and Guidance on performance fees for UCITS and certain types of Retail Investor AIFs and

• CP 162, on amendments to the Central Bank's AIF Rulebook.

Both consultations close on 5 November 2025.

What do the CPs contain?

CP 161 - Amendments to the UCITS Regulations and Guidance on UCITS performance fees

In April 2024, the UCITS Directive was amended when Directive (EU) 2024/927 (the Amending Directive) entered into force.

In CP 161, the Central Bank sets out proposals to

• replace its current UCITS Regulations so the domestic regulatory framework for UCITS is aligned with the revised European rules - this will include changing existing domestic rules in relation to
  • performance fees for UCITS and certain kinds of Retail Investor AIFs and
  • the operation of redemption gates for UCITS

• update its domestic framework to incorporate outstanding updates from previous consultations, clarifying certain provisions, incorporating certain Q&As and guidance and removing out of date provisions.

Looking at some of the key proposals in more detail:

Performance fees

The Central Bank's Guidance on performance fees for UCITS and certain types of Retail Investor AIFs was published in 2021 following publication of the relevant ESMA Guidelines.

At the time, aspects of the ESMA Guidelines were not fully implemented - these included:

• the ability to have a performance reference period less than the whole life of the fund for certain fee models;
• fulcrum fee models or other models which provide for a symmetrical fee structure and
• crystallisation of performance fees more frequently than annually for HWM or HoH models that have a performance reference period of the life of the fund that cannot be reset, and fulcrum fee models or other models which provide for a symmetrical fee structure.

The Central Bank is now proposing the removal of these constraints so its approach to performance fees is  in line with the ESMA Guidelines.

Redemption gates

CP 161 also proposes the removal of the requirement that a responsible person cannot impose a redemption gate on any dealing day unless the total requests for redemption exceed

• at least 10% of the total number of units of UCITS or
• at least 10% of the net asset value of the UCITS.

This change would enable the responsible person discretion to impose a redemption gate at a level they have determined is appropriate subject to compliance with the general UCITS framework and ensures the Central Bank's approach to Liquidity Management Tools (LMTs) is consistent with the new LMT provisions in the amended European framework

Other amendments proposed include

• A new section on residency requirements for Directors and Designated Persons - current residency requirements for 'low' rated firms will be a minimum requirement for all management companies, but the Central Bank will have discretion to provide for additional requirements at the point of authorisation.

• New regulations on LMTs and differentiation of certain charges and activities from harmonised LMT fees and activities

  The Central Bank is introducing a dedicated LMT section in the new Central Bank UCITS Regulations which would contain general operational requirements for LMTs along with rules on selecting, activating and deactivating side pockets, suspensions, swing pricing and redemption gates.

  Administrative charges applied to investor redemptions would be kept distinct from LMTs (which take account the cost of liquidity) under the proposals, to ensure that, where a fund imposes standard charges as part of its normal redemption process, this does not inadvertently trigger requirements under the relevant LMT provisions.

• Removal of obsolete provisions now covered by the Money Market Fund Regulation (MMFR)

  As MMFs are now regulated as a distinct category of funds under the MMFR, CP 161 proposes the removal of obsolete rules from the Central Bank's UCITS Regulations and amend rules which apply to UCITS investing in money-market instruments that are not MMFs.

• Incorporation of ID 1016 in the Central Bank's UCITS Q&As, permitting the ETF naming requirement at share class level

  On November 2024, the Central Bank published the 41st Edition of the UCITS Q&A to reflect changes which enable the ETF naming requirement at the share class level. It is proposed to reflect these changes in the Central Bank UCITS Regulations and delete the relevant Q&A.

• A new derogation for UCITS ETFs to the requirement that all share classes within a UCITS or its sub-funds have the same dealing procedures and frequencies

  CP 161 proposes retaining the current rule in the Central Bank UCITS Regulations that all share classes must have the same dealing procedures but would allow a derogation for UCITS ETFs - this would mean that UCITS Q&A ID 1030 (which allows a UCITS ETF to apply for a waiver of this requirement) would be deleted.

• A requirement that the responsible person must disclose, in the Prospectus, the maximum fee payable for any recurring fees calculated based on the UCITS's NAV and deducted from its assets

• Further technical changes including changes to the Central Bank's UCITS Regulation to reflect the fact that most UCITS no longer have to issue a UCITS KIID where they now produce a PRIIPs KID.

CP 162 - Amendments to the Central Bank's AIF Rulebook

The AIFMD entered into force in 2013, establishing a harmonised regulatory framework for managing and marketing AIFs within the EU.

The Central Bank's AIF Rulebook consolidated into a single document the conditions that the Central Bank imposes on authorised AIFs, European Long Term Investment Funds (ELTIFs), AIFMs and their depositaries.

In April 2024, the AIFMD was amended when Directive (EU) 2024/927 (the Amending Directive) entered into force. This introduced new obligations related to (a) delegation, (b) liquidity management tools (LMTs), (c) loan origination, (d) reporting and (e) depositaries.

In CP 162, the Central Bank sets out proposals to amend the AIF Rulebook, in order to (among other things) align the AIF Rulebook with the revised EU rules, take account of market developments and provide clarity regarding the Central Bank's expectations for regulated investment funds.

The proposals include:

• Savings and Investment Union (SIU) initiative

The aim of the SIU is the reduction of regulatory burdens and the improvement of access to financial products, particularly for retail investors, by removing unnecessary barriers and ensuring regulatory rules are necessary, effective and proportionate.

With this in mind, the Central Bank has reviewed the AIF Rulebook and proposes a number of amendments to assist fund managers deliver well-regulated investment solutions in a more efficient manner to meet their investor's needs.

• Investor demand for alternative assets classes

Following the Irish government's 2030 Funds Review , the Central Bank is proposing a significant enhancement to the domestic regulatory framework, in particular for Qualifying Investor AIFs (QIAIFs) - this approach is intended to safeguard investors while acknowledging that QIAIFs are Ireland's professional product offering for asset managers and their investors.

Other amendments proposed

CP 162 also includes suggested amendments which the Central Bank categorises under the following headings:

• principal policy proposals in relation to the revised AIFMD
• regulatory effectiveness
• capital commitment structures and private asset strategies and
• further technical changes

Taking the key points of each in turn:

1. Principal Policy Proposals in relation to the revised AIFMD

The following proposed amendments seek to align the AIF Rulebook with the revised AIFMD:

• Removing the Loan Origination QIAIF section of the AIF Rulebook

  The Amending Directive introduced rules on loan origination and private credit. Some of these are inconsistent with the current requirements in the AIF Rulebook, so the Central Bank is proposing to remove the Loan Origination QIAIF section from the AIF Rulebook.

• Disclosure around the selection and use of LMTs

  The Central Bank proposes amendments to the AIF Rulebook to incorporate the new requirements for the selection and use of LMTs and to providing for an AIFM to select further LMTs in addition to those defined in Annex V of the revised AIFMD.

2. Regulatory Effectiveness

With a view to providing greater clarity on a number of regulatory requirements, CP 162 seeks views on proposals to:

• change the requirements for QIAIFs investing through intermediary investment vehicles, so the AIFM would be required to
  • disclose the use and purpose of intermediary investment vehicles in its prospectus
  • carry out due diligence on the vehicles and
  • have in place documented policies and procedures for the oversight and monitoring of the vehicle.

• update the QIAIF minimum investment requirement to allow investments made through capital commitments drawn down over stages

• expand the list of entities eligible for an exemption from the QIAIF minimum subscription requirement

• extend the requirements applicable to QIAIFs with registered AIFMs to QIAIFs with a non-EU AIFM so these may manage and/or market AIFs to professional investors within Ireland.

• remove the requirement to seek authorisation as an AIF management company

• clarify provisions on investor voting rights to permit QIAIFs and ELTIFs to use other investor voting mechanisms, including written resolutions, where explicitly provided disclosed in the fund's constitutional document and

• revise the AIF Rulebook reporting requirements so these will refer to the Central Bank's website (thereby avoiding having to update the AIF Rulebook).

3. Capital Commitment Structures and Private Asset Strategies

The Central Bank is also putting forward amendments to the AIF Rulebook which would allow investment managers greater flexibility in structuring their investment funds both so investors' needs can be better met and to support investments in private assets, as the 2030 Funds Review recommends.

The amendments would:

• provide guidance on share class features of closed-ended QIAIFs within the QIAIF chapter so this  aligns with the relevant provisions in the ELTIF chapter

• change the offer period requirements for closed-ended QIAIFs and open-ended QIAIFs with limited liability

• remove current market value requirements relating to warehousing to alignQIAIF requirements with those for ELTIFs.

4. Further technical changes

The Central bank is also looking to make amendments to a number of areas of the AIF Rulebook in order to correct existing errors or better clarify the purpose and intended outcome of a particular rule.

These include:

• removing the requirement to specify procedures for replacing a depositary or AIFM in the fund's constitutional documents

• differentiating certain charges from LMTs

• clarifying that certain administrative charges applied to investor redemptions/repurchases are distinct from the use of LMTs (so where a fund imposes such standard charges as part of its normal redemption/repurchase process it does not trigger the requirements under Annex V of the amended AIFMD)

• removing references to issuing Bearer Securities, as this is no longer permitted under Section 66 of the Companies Act 2014

• clarifying that connected party dealing rules apply to asset transactions with unitholders - these requirements would not apply to transactions (such as redemptions, subscriptions or other distributions) by unitholders in relation to their units in the fund

• updating the ELTIF chapter to ensure consistency with similar provisions in the Qualifying Investor AIF Chapter.