Legalize / Ireland / Statutory Instrument

S.I. No. 316/2026 - Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2026

Type Statutory Instrument

Publication 2026-07-10

State In force

Text As published

Source Irish Statute Book

articles 132

This is the act as published. Later amendments are not folded into the text below: each one is a separate act in this repository and an entry in this law's history.

Reform history JSON API

(i) the terms of any exchange will not be such as are likely to result in any material prejudice to the existing unitholders of the UCITS, or

(ii) there is unlikely to be any material prejudice to the existing unitholders of the UCITS.

(2)
(a) A responsible person shall ensure that, where the constitutional document of a UCITS provides for exchange of assets in order to meet a redemption request, it also contains provisions that require, in respect of such an exchange of assets in order to meet a redemption request, that asset allocation is subject to the approval of the depositary.

(b) The responsible person may determine to provide exchange of assets in order to meet a redemption request subject to such redemption being provided for in the constitutional document.

(i) a UCITS ETF, or

(ii) a redemption in kind for the purposes of Regulation 28A and paragraph 8 of Schedule 5A of the UCITS Regulations.

(3) A responsible person shall ensure that, where the constitutional document of a UCITS provides for distribution in specie upon a winding up, it shall also require that, in respect of such a distribution in specie upon a winding up -

(a) an ordinary resolution or the prior written approval of all unitholders of the relevant fund or a resolution passed by such majority as is specified in the constitutional document, is required, and

(b) the UCITS must sell the assets if a unitholder requests it to do so, in which event the costs of such sale may be charged to the redeeming unitholder.

Replacement of depositary

32.

For the purposes of Regulation 52, a responsible person shall ensure that the constitutional document of a UCITS provides that -

(a) the appointment of the new depositary must be approved in advance by the Bank,

(b) the current depositary may not retire until a new depositary is appointed in accordance with paragraph (a), and

(i) despite attempts by the responsible person to appoint a new depositary, no replacement for the current depositary has been appointed in accordance with this Regulation, and

(ii) the current depositary is unwilling or unable to continue to act as such,

then -

(I) a general meeting of the UCITS shall be convened at which an ordinary resolution, or such a resolution passed by such majority as is specified in the constitutional document, to wind up or otherwise dissolve the UCITS is proposed, and

(II) the appointment of the current depositary may be terminated only upon the revocation of the authorisation of the UCITS.

Chapter 7 Dealing

Subscriptions and redemptions

33.

(1) (a) Subject to subparagraph (b), a responsible person shall not accept an application for subscription or redemption of units in a UCITS after the dealing deadline.

(b) A responsible person may in exceptional circumstances accept an application for subscription or redemption of units in a UCITS after the dealing deadline, and before the valuation point, provided that -

(i) the decision to accept the application after the dealing deadline has been approved by senior management of the responsible person, and

(ii) the exceptional circumstances under which the application was received is fully documented by the responsible person.

(2) A responsible person shall pay the redemption proceeds to a redeeming unitholder within ten business days of the relevant dealing deadline.

Liquidity Management Tools - General operational requirements

34.

(1) A responsible person shall ensure that the UCITS discloses in its prospectus the selected liquidity management tools and the terms and conditions under which a liquidity management tool can be activated and deactivated.

(2) When selecting liquidity management tools in accordance with Regulation 28A of the UCITS Regulations, the responsible person should consider selecting -

(a) at least one quantitative-based liquidity management tool from Schedule 5A of the UCITS Regulations, namely, redemption gates, extension of notice period or, redemption in kind, and

(b) at least one anti-dilution based liquidity management tool from Schedule 5A of the UCITS Regulations, namely, redemption fees, swing pricing, dual pricing or, anti-dilution levy.

(3) Paragraph (2) is subject to the derogation in Regulation 28A(4) of the UCITS Regulations for UCITS that are authorised as a money market fund under the Money Market Funds Regulation.

Suspensions

35.

(1) Where the responsible person activates or deactivates the suspension of the calculation of the net asset value of the UCITS and/or the suspension of subscriptions, repurchase and redemption of the units of the UCITS, the responsible person must inform the Bank without delay upon such activation or deactivation taking effect.

(2) Without prejudice to paragraph 1, and in circumstances where a suspension has not been lifted within 21 working days of taking effect, the responsible person shall provide the Bank with an update on the suspension at the expiration of the 21 working day period and each subsequent period of 21 working days where the temporary suspension continues to apply.

(3) Where any competent authority under Article 84(2)(b) of the UCITS Directive requires the responsible person of the UCITS to suspend the calculation of the net asset value or activate or deactivate the suspension of subscriptions, repurchases and redemptions, the responsible person must without delay inform the Bank when it becomes aware of this instruction.

(4) The responsible person shall take all necessary steps to keep the Bank informed of relevant information with respect to the management of the UCITS that is the subject of the exercised powers as detailed in paragraph (3) of this section.

Side pockets

36.

A responsible person may establish a side pocket for assets whose economic or legal features have changed significantly or become uncertain due to exceptional circumstances either by physical segregation or accounting segregation where provided for in the constitutional document of the UCITS.

Redemption Gates

37.

Where the responsible person decides on any dealing day to activate a redemption gate, any request for redemption on such dealing day shall be reduced rateably and the redemption requests shall be treated as if they were received on each subsequent dealing day until all the units to which the original request related have been redeemed.

Chapter 8 Valuation

Valuation policy

38.

(1) A responsible person shall establish and ensure adherence to a valuation policy that satisfies the requirements of paragraph (2).

(2)
(a) A valuation policy shall set out the valuation methodology of the assets of the UCITS, in accordance with paragraph (3).

(b) The valuation policy shall be included in the constitutional document of the UCITS.

(3) A valuation policy shall provide and ensure that -

(a) the valuation methodologies of a UCITS and the pricing of units treat incoming, existing and outgoing investors in the UCITS fairly,

(b) where the valuation policy is to calculate both a bid and offer price for units in a UCITS, the methodologies for both must be clear, unambiguous and disclosed,

(c) the valuation methodologies, including provisions which allow for a switch from a mid-market to a bid or offer basis, are applied on a consistent basis throughout the life of a UCITS, and

(d) there is consistency in the valuation methodologies adopted throughout the various categories of assets.

Dealing

39.

(1) (a) A responsible person may deal in the units of a UCITS only at forward prices.

(b) In this Regulation “forward prices” means the net asset value next computed after receipt of subscription or redemption requests.

(2) A responsible person shall ensure that the frequency of valuation set out in the constitutional document of a UCITS is consistent with dealing arrangements.

Methods of valuation

40.

(1) A responsible person shall value the assets of a UCITS in accordance with Schedule 5 unless an alternative method of valuation has been agreed in advance with the Bank or the Bank has, in advance of a valuation date, required the responsible person to adopt an alternative method of valuation.

(2) Where a responsible person adjusts the value of an asset of a UCITS, the rationale for doing so must be documented clearly.

Responsibility for valuation policy

41.

(1) A responsible person shall -

(a) ensure that securities prices and currency rates used by a UCITS for valuation purposes are -

(i) up-to-date, and

(ii) provided by or obtained from a source that the responsible person considers to be reputable and reliable, and

(b) keep the reliability of its sources of prices and rates under review.

(2) A responsible person shall establish and maintain systems and procedures to enable the responsible person to, at least, do the following in respect of the relevant UCITS:

(a) verify uncertain prices and rates;

(b) ensure that investment restrictions are not breached;

(d) provide movement thresholds at which price movements are reviewed;

(e) query prices in which there appears to be little or no movement over time;

(f) provide for the valuation policy in relation to unlisted or illiquid securities;

(g) provide for the valuation policy in relation to OTC derivatives.

(3) A responsible person shall ensure that full and detailed records of the valuations of a UCITS are maintained to permit any valuation to be re- performed.

(4) A responsible person shall ensure that reconciliation of cash, debtors and creditors of a UCITS takes place at the same frequency as the valuation.

Chapter 9 Remuneration

Restriction on payment of certain fees

42.

A responsible person shall not pay the fees and expenses of the directors of the management company directly out of the assets of the UCITS.

Performance fees

43.

(1) A responsible person shall ensure that performance fees are only payable by the UCITS where positive performance, net of any loss or under-performance incurred, has accrued during the performance reference period regardless of the method used to calculate performance fees.

(2) Where performance fees are payable on achieving a new high net asset value, the responsible person shall ensure that –

(a) no performance fee is accrued or paid until the net asset value per share exceeds –

(i) the previous highest net asset value per share on which the performance fee was paid or accrued, or

(ii) the initial offer price, if higher. The initial offer price shall be taken as the starting price for this calculation, and

(b) the performance fee is only payable or paid on the increase of the net asset value per share over the amount in subparagraph (a)(i) or (a)(ii), whichever is higher.

(3) The responsible person shall ensure that ––

(a) the performance fee methodology is consistent with the UCITS’ investment objectives, strategy and policy, and

(b) the performance fee is payable only on the amount by which the UCITS outperforms the reference indicator applied under the method for calculation of performance fees.

(4) In calculating the performance fees payable, the responsible person shall ensure that the calculation of the performance fee does not crystallise more than once per year.

(5) The responsible person shall ensure that the depositary or a competent person appointed by the responsible person and who is approved by the depositary, verifies that procedures have been effectively implemented to ensure that any performance fees payable and accrued pursuant to UCITS performance fee payment cycle, are calculated in accordance with the constitutional document and the prospectus of the UCITS.

(6) Paragraph (4) shall not apply where -

(a) the UCITS employs a High-Water Mark model or a High-on-High model where the performance reference period is equal to the whole life of the UCITS and it cannot be reset,

(b) the UCITS employs a fulcrum fee model or other performance fee model that provides for a symmetrical fee structure whereby performance fees would decrease, or increase based on the performance of the UCITS,

(d) the UCITS merges with another UCITS, or

(e) a unitholder redeems their units in the UCITS.

(7) For the purposes of this Regulation, where the performance reference period is less than the life of the UCITS, the performance reference period shall be at least five years on a rolling basis.

(8) For the purposes of paragraph (1), where a UCITS employs a fulcrum fee or other performance fee model that provides for a symmetrical fee structure whereby performance fees would decrease or increase based on the performance of the UCITS, the responsible person is not required to apply a performance reference period.

Calculation of annual management fee of structured UCITS

44.

(1) A responsible person shall ensure that where a UCITS charges an annual management fee calculated on the initial offer price per share of the UCITS –

(a) the UCITS is a structured UCITS which provides a pre-defined return to investors, and

(b) the fee charged is a percentage of the initial offer price per share of the UCITS.

Chapter 10 Transactions involving Connected Parties

Interpretation: Chapter 10 of Part 2

45.

(1) In this Chapter, “connected party” means the management company or depositary to a UCITS; and the delegates or sub-delegates of such a management company or depositary (excluding any non-group company subcustodians appointed by a depositary); and any associated or group company of such a management company, unitholder, depositary, delegate or sub-delegate.

(2) A unitholder shall not be a “connected party” for the purposes of transactions relating to their units, including subscriptions, redemptions, conversions or dividend payments.

Restrictions on transactions with connected parties

46.

(1) A responsible person shall ensure that any transaction between a UCITS and a connected party is -

(a) conducted at arm’s length, and

(b) in the best interests of the unitholders of the UCITS.

(2) A responsible person may enter into a transaction, on behalf of a UCITS, with a connected party only if at least one of the conditions in paragraphs (a), (b) or (c) is complied with:

(a) the value of the transaction is certified by either -

(i) a person who has been approved by the depositary as being independent and competent, or

(ii) a person who has been approved by the responsible person as being independent and competent in the case of transactions involving the depositary;

(b) execution is on best terms on an organised investment exchange under the rules of the relevant exchange;

(c) execution is on terms which the depositary or, in the case of a transaction involving the depositary, the responsible person is satisfied conform to the requirements set out in paragraph (1) above.

(3) In the event of a transaction to which this Chapter applies -

(a) the depositary or, in the case of a transaction involving the depositary, the responsible person shall document how it has complied with paragraph (2), and

(b) where a transaction is conducted in accordance with subparagraph (c) of paragraph (2), the depositary or, in the case of a transaction involving the depositary, the responsible person shall document their rationale for being satisfied that the transaction conforms with the requirements set out in paragraph (1).

Chapter 11 Directed Brokerage Services

Rebates of commission

47.

A responsible person shall ensure that, where a person, acting on its behalf, successfully negotiates the recapture of a portion of any commission charged by a broker or a dealer in connection with the purchase or sale of securities, the rebate of commission is paid to the UCITS.

Costs, fees and expenses of directed brokerage services

48.

(1) A responsible person shall only reimburse out of the assets of the UCITS the operator of a directed brokerage service or similar arrangement for the costs, fees and expenses of that directed brokerage service or similar arrangement where the requirements set out in paragraph (2) are met.

(2) The requirements for the purposes of paragraph (1) are the following:

(a) the costs, fees and expenses of the relevant directed brokerage service or similar arrangement -

(i) are reasonable and vouched properly, and

(ii) have been incurred directly by the operator in providing the relevant services or arrangement;

(b) the prospectus disclosure required by Regulation 74 has been made;

(c) the operator of the directed brokerage services or other arrangement invoices the responsible person separately for the relevant costs, fees and expenses.

PART 3 SUPERVISORY REQUIREMENTS

General conditions

49.

(1) (a) Where a UCITS is authorised by the Bank as an umbrella UCITS, the responsible person shall on behalf of the UCITS obtain the prior approval of the Bank for the establishment of each sub-fund of that umbrella UCITS.

(b) An application to the Bank for approval for the purposes of subparagraph (a) shall include -

(i) details of proposed sub-funds, and

(ii) the proposed amendment or the proposed supplement (as the case may be) to the prospectus which will set out the investment objectives and policy of each of the proposed new sub-funds.

(c) The responsible person of a UCITS shall, unless disclosed in the annual report, ensure that the prospectus of the UCITS discloses the following:

(i) a statement to the effect that relevant direct and indirect operational costs and fees, arising from efficient portfolio management techniques, may be deducted from the revenue delivered to the UCITS. These costs and fees should not include revenue;

(ii) the identity of the entity to which the relevant direct and indirect operational costs and fees are paid;

(iii) if the entity to which the relevant direct and indirect operational costs and fees are paid is a related party to the management company or the depositary, that fact.

(2) Subject to paragraph (4), a responsible person shall notify the Bank of each of the following, should it arise:

(a) any proposal to amend the prospectus of the UCITS;

(b) any proposal to amend any material agreement that has been entered into with a third party by or on behalf of a UCITS;

(d) any proposal to change the auditor of the UCITS and the reasons for the proposed change.

(3) A notification made for the purposes of paragraph (2) shall include sufficient information on the proposal to enable the Bank to consider and assess the proposal.

(4) If the Bank objects to a proposal notified to the Bank pursuant to paragraph (2)(a), (b) or (c), it shall not proceed.

Relationship with the Bank

50.

A responsible person shall ensure that -

(a) each UCITS which has been authorised by the Bank establishes and maintains an email address for correspondence with the Bank,

(b) the email address in subparagraph (a) is monitored on a daily basis, and

Charges relating to the redemption or repurchase of units

51.

(1) Subject to paragraph (2), a responsible person shall not increase the maximum charge relating to the redemption or repurchase of units without the prior approval of unitholders given on the basis of a simple majority of votes cast in general meeting or with the prior written approval of all unitholders of the relevant UCITS (in accordance with the constitutional document) or such other majority as is specified in the constitutional document of the relevant UCITS.

(2) A responsible person shall -

(a) provide unitholders with reasonable notice of any proposed increase in the charge relating to the redemption or repurchase of units, and

(b) permit a unitholder to redeem any or all of the unitholder’s units prior to the implementation of the proposed increase.

(3) In this Regulation, “charge relating to the redemption or repurchase of units” means a charge which may be applied on the redemption or repurchase of units in a UCITS other than a redemption fee within the meaning of Regulation 28A and paragraph 4 of Schedule 5A of the UCITS Regulations.

Replacement of depositary

52.

(1) A responsible person shall establish and implement procedures that are to be followed for the purpose of replacing a depositary, which shall be approved by the board of the responsible person.

(2) Where a UCITS replaces its depositary, each of the retiring depositary and the new depositary shall notify the Bank as soon as practicable of whether that retiring depositary or new depositary (as the case may be) is satisfied or dissatisfied with the transfer of assets.

(3) A responsible person may terminate the appointment of the depositary only -

(a) upon the appointment of a new depositary, or

(b) upon the revocation of the authorisation of the UCITS.

Replacement of management company or third party

53.

(1) A responsible person shall establish and implement procedures that are to be followed for the purpose of replacing the management company or administration company.

(2) The procedures for the replacement of a management company or an administration company shall be approved by the board of the responsible person.

Reporting Requirements

54.

(1) The responsible person shall submit such periodic returns and supervisory records to the Bank as specified by the Bank from time to time. Those returns and supervisory records shall be in the form, and contain the information, specified by the Bank and published on the Bank’s website.

PART 4 PROSPECTUS REQUIREMENTS

General requirements

55.

(1) A responsible person shall ensure that it and the UCITS complies with the terms of the UCITS prospectus.

(2) A responsible person shall translate a prospectus of a UCITS into another language only if such translation contains the same information and has the same meaning as in the prospectus that has been submitted to the Bank.

(3)
(a) A responsible person shall not make any change to the investment objectives, or any material change to the investment policy, of a UCITS, each as disclosed in the prospectus, unless unitholders have, in advance and on the basis of a simple majority of votes cast in general meeting or with the prior written approval of all unitholders of the relevant UCITS (in accordance with the constitutional document) or such other majority as is specified in the constitutional document of the relevant UCITS, approved the relevant change or changes.

(b) For the purposes of subparagraph (a), a change would be “material” if, were it to be made, it would alter significantly the asset type, credit quality, borrowing limits or risk profile of the relevant UCITS.

(4)
(a) A responsible person shall provide all unitholders of the UCITS with reasonable notice of the relevant change or changes in the event that, in accordance with paragraph (3), any change is made in the investment objectives or any material change is made in the investment policy.

(b) Notice given for the purposes of subparagraph (a) must be sufficient to enable a unitholder, acting reasonably, to redeem some or all of the unitholder’s units prior to the implementation of the relevant change or changes.

(5) A responsible person shall, in the next-occurring periodic report, notify unitholders of material changes to the content of the prospectus.

(6) A responsible person shall ensure that the prospectus -

(a) lists those stock exchanges, markets and regulated derivatives markets on which assets of the UCITS are listed or traded, and

(b) includes only those stock exchanges, markets and regulated derivatives markets which, at the date of the prospectus, satisfy the regulatory criteria.

Advertising

56.

(1) A responsible person shall ensure that the name of a UCITS and its regulatory status is shown clearly in any advertisement relating to that UCITS.

(2) A responsible person shall ensure that an advertisement relating to a UCITS shall not contain information that is false or misleading or presented in a manner that is deceptive.

(3) A responsible person shall ensure that an advertisement relating to a UCITS shall refer to the KIID or the KID (as the case may be) and the prospectus issued by the relevant UCITS.

(4) A responsible person shall ensure that no advertisement relating to a UCITS is inconsistent with any relevant provisions of the KIID or the KID (as the case may be), and the prospectus issued by the relevant UCITS.

(5) Without prejudice to Regulation 96, a responsible person shall comply with the advertising standards set out in Schedule 6 where the relevant UCITS is -

(a) authorised in a Member State other than the State and is marketing its units in the State, or

(b) authorised in the State and is marketing its units in the State or in a state that does not have any statutory regulation of marketing.

Prospectus: general

57.

(1) A responsible person shall ensure that the following matters are disclosed in the prospectus of a UCITS:

(a) the identity and, in brief form, details of the financial group or entity that is promoting the UCITS;

(b) details of the persons who accept responsibility for information contained in the prospectus;

(d) details of sub-investment managers, if these are paid out of the assets of the UCITS directly and a statement that details of sub-investment managers not paid out of the assets of the UCITS directly, if any, shall be available on request to unitholders;

(e) if the UCITS proposes to create hedged currency share classes, that fact;

(f) the distribution provisions on the termination or winding up of the UCITS, in particular those affecting unitholders;

(g) details of the FDI exposures for the purposes of Regulation 15(4)(b)(iii).

Prospectus: investment policy

58.

(1) A responsible person shall ensure that the investment policy of a UCITS, as it is disclosed in the prospectus in accordance with the UCITS Regulations, shall set out -

(a) the types of asset in which the UCITS proposes to invest,

(b) the basis upon which the UCITS will select its investments,

(c) the place or places in which a UCITS will invest, indicating the countries or regions in which such investments will be made, and

(d) whether it is intended to seek exposure to a country or region through investment in companies or instruments that are listed or traded on a stock exchange or market that is located in another jurisdiction.

(2) A responsible person that proposes, on behalf of a UCITS, to take short positions shall, in the prospectus of the UCITS, disclose -

(a) in relation to each of the categories of assets in which it may invest, whether the UCITS will take long positions or short positions or both, and

(b) either -

(i) the percentage, relative to the net asset value, of the anticipated -

(I) maximum value of the long positions, and

(II) maximum of the absolute values of the short positions,

(ii) the anticipated maximum of the ratio of the value of the long positions to the absolute value of the short positions.

(3) A responsible person shall ensure that a UCITS that uses FDI includes the following information in its prospectus:

(a) a description of the types of FDI that the UCITS may use and the extent to which the UCITS may be leveraged;

(b) the method used to calculate global exposure.

(4) A responsible person that uses, on behalf of a UCITS, the VaR approach shall, in the prospectus of the UCITS and in accordance with paragraph (5), disclose -

(a) the expected level of leverage of the UCITS,

(b) that there is a possibility of higher leverage levels, and

(5) For the purposes of paragraph (4) -

(a) leverage shall be calculated as the sum of the notionals of the derivatives that are used,

(b) the calculation of leverage within subparagraph (a) may be supplemented with leverage calculated on the basis of a commitment approach, and

(c) the creation of leveraged exposure to an index via FDI, or the inclusion of a leverage feature in an index, shall be taken into account in assessing compliance with the prospectus disclosure requirements of paragraph (4).

(6) A responsible person that uses, on behalf of a UCITS, total return swaps, or other FDI with the same characteristics as a total return swap, shall include the following in the prospectus of the UCITS:

(a) information on the underlying strategy or index and composition of the investment portfolio or index;

(b) information on the counterparty to the transactions;

(d) details of the extent to which the counterparty assumes any discretion over the composition or management of the UCITS investment portfolio or over the underlying of the FDI;

(e) whether the approval of the counterparty is required in relation to any UCITS investment portfolio transaction.

(7) If a counterparty has discretion over the composition or management of the UCITS investment portfolio or of the underlying of the FDI then the responsible person shall, in the prospectus of the UCITS, identify the counterparty as an investment manager.

Financial index

59.

(1) A responsible person that uses, on behalf of a UCITS, a financial index for investment purposes shall, in the prospectus of the UCITS, provide sufficient disclosure to allow a prospective investor understand the following:

(a) the market that the index is representing;

(b) why the index is being used as part of the investment strategy of the UCITS;

(c) whether the investment will be made directly, through investment in the constituents of the index, or indirectly, through an FDI;

(d) where additional information on the index may be obtained.

(2) A responsible person that intends to make use, on behalf of a UCITS, of the increased diversification limits referred to in Regulation 71 of the UCITS Regulations, shall, in the prospectus of the relevant UCITS -

(a) disclose the intention to make use of the increased diversification limits, and

(b) provide a description of the exceptional market conditions that necessitate this investment.

(3) A responsible person shall, in the prospectus of the relevant UCITS, disclose the rebalancing frequency of the financial index in which it invests and its effects on the costs within the index.

Structured UCITS

60.

(1) A responsible person of a structured UCITS shall ensure that the prospectus of the UCITS includes, in clear language that can be understood easily by a retail investor, disclosure of -

(a) its investment policy,

(b) the underlying exposure,

(d) where relevant –

(i) the fee paying arrangement for an annual management fee, and

(ii) a risk warning that such fee is fixed and not subject to the performance of the UCITS.

(2) A responsible person of a structured UCITS shall include in the prospectus of the UCITS a prominent risk warning informing investors who redeem their investment prior to maturity that they do not benefit from the predefined payoff and may suffer significant losses.

Fund of funds

61.

A responsible person that is permitted to invest more than 20 per cent of the net assets of the relevant UCITS in other investment funds shall, in the prospectus of that relevant UCITS and in any promotional literature issued, include a prominent statement to this effect.

Index-tracking funds

62.

(1) A responsible person of an index-tracking UCITS shall include the following in the prospectus of the UCITS:

(a) a description of the index including information on the underlying components or details of where the exact composition of the index is published;

(b) information on how the index will be tracked and the implications of the chosen method for unitholders in terms of their exposure to the underlying index and counterparty risk;

(d) a description of factors that are likely to affect the ability of the UCITS to track the performance of the index, including transaction costs, small illiquid components and dividend reinvestments.

(2) A responsible person of an index-tracking leveraged UCITS shall include the following information in the prospectus of the UCITS:

(a) a description of the leverage policy and how the leverage policy is implemented;

(b) the cost of the leverage (where relevant);

(d) a description of the impact of any short exposure;

(e) a description of how the performance of the UCITS may differ significantly from the multiple of the index performance over the medium term to the long term.

Efficient portfolio management

63.

(1) A responsible person shall, in the prospectus of the relevant UCITS, include the following:

(a) a description of the techniques and instruments which may be used for the purposes of efficient portfolio management. This should include reference to the techniques and instruments which the UCITS can utilise and a detailed description of the inherent risks, including counterparty risk and potential conflicts of interest, that may arise;

(b) information on the impact of efficient portfolio management techniques and instruments on the performance of the UCITS;

(c) information on the policy regarding direct and indirect operational costs and fees arising in the context of these techniques;

(d) information on the collateral policy of the UCITS arising from (as the case may be) OTC derivatives or efficient portfolio management techniques and instruments or both.

(2) A disclosure for the purposes of paragraph (1) shall include the following:

(a) permitted types of collateral;

(b) the level of collateral required;

(d) in the case of cash collateral -

(i) the re-investment policy, and

(ii) the risks arising from the re-investment policy.

Dealing

64.

(1) A responsible person shall, in the prospectus of the relevant UCITS, disclose the following information in respect of dealing:

(a) the initial offer period;

(b) the initial offer price;

(c) in bold typeface, prominently at the beginning of the prospectus (or the relevant supplement to the prospectus, where appropriate), the maximum charge relating to the redemption or repurchase of units (as defined in Regulation 51(3));

(d) the time limits within which the equivalent of the net issue price is to be paid into the assets of the UCITS.

Exchange of assets in order to meet a redemption request

65.

(1) Where the prospectus of a UCITS provides for the exchange of assets in order to meet a redemption request, the responsible person shall, in the prospectus of the relevant UCITS, provide that asset allocation is subject to the approval of the depositary. This paragraph does not apply to -

(a) a UCITS ETF, or

(b) a redemption in kind for the purposes of Regulation 28A and paragraph 8 of Schedule 5A of the UCITS Regulations.

Remuneration and costs arising

66.

(1) A responsible person shall ensure that the prospectus of the relevant UCITS includes -

(a) in the same section of the prospectus and in a form that can be easily understood and analysed by unitholders and prospective investors, information on remuneration, costs and expenses to be borne by the UCITS, and

(b) the policy of the UCITS regarding direct and indirect operational costs and fees arising from efficient portfolio management techniques that may be deducted from the revenue delivered to the UCITS.

(2) A responsible person of an umbrella UCITS shall state clearly in the prospectus the charges (if any) that are applicable to the exchange of units in one sub-fund of the umbrella UCITS for units in another sub-fund of the umbrella UCITS.

Umbrella UCITS

67.

(1) A responsible person of an umbrella UCITS investment company shall include the following statement in the prospectus -

“An umbrella fund with segregated liability between sub-funds”.

(2) Where an umbrella UCITS issues a supplement to the prospectus in relation to the establishment of a new sub-fund, the supplement shall -

(a) state that the UCITS is constituted as an umbrella UCITS, and

(b) name the other existing sub-funds of that umbrella UCITS or ensure that the prospectus is updated to include the names of all existing sub-funds.

(3) Where an umbrella UCITS investment company was authorised by the Bank and commenced trading before 30 June 2005 and does not have segregated liability between sub-funds, the responsible person shall disclose clearly in the relevant prospectus the potential risks to investors arising from the absence of the segregation of liability between sub-funds.

Authorisation status

68.

A responsible person shall ensure that the prospectus of the UCITS –

(a) states that the authorisation of the UCITS by the Bank is not an endorsement or guarantee of the UCITS by the Bank,

(b) states that the Bank is not responsible for the contents of the prospectus, and

“The authorisation of this UCITS by the Central Bank of Ireland shall not constitute a warranty as to the performance of the UCITS and the Central Bank of Ireland shall not be liable for the performance or default of the UCITS.”

Risk disclosures

69.

(1) A responsible person shall, in the prospectus of the UCITS, disclose, and describe in a comprehensive manner, the risks that are applicable to investing in that particular UCITS.

(2) A disclosure for the purposes of paragraph (1) shall make reference to at least the following:

(a) the fact that prices of units may fall as well as rise;

(b) that investors are recommended to consult a stockbroker or financial adviser about the contents of the prospectus;

(c) where relevant, the fact that the difference at any one time between the sale and redemption or repurchase price of units in the UCITS arising from any charge relating to the redemption or repurchase of units means that the investment should be viewed as medium term to long term investment.

(3) A responsible person of a UCITS that has investment objectives or an investment policy that involves investing -

(a) more than 20 per cent of the assets of the UCITS in emerging markets,

(b) more than 30 per cent of the assets of the UCITS in bonds or warrants that are below investment grade,

or both, shall insert a risk warning informing investors that an investment in the UCITS should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors.

(4) A risk warning notice for the purposes of paragraph (3) -

(a) shall be inserted and highlighted at the beginning of the prospectus (or the relevant supplement to the prospectus, where appropriate), and

(b) must cross-refer to the more detailed disclosure of risk factors which are contained in the body of the prospectus (or supplement).

(5) Where paragraph (3) applies the relevant prospectus (or the relevant supplement to the prospectus, where appropriate) shall contain a full description of the risks that are involved.

UCITS that use financial derivative instruments

70.

A responsible person of a UCITS that intends to invest principally in FDIs shall insert a warning of this intention at the beginning of the relevant prospectus (or the relevant supplement to the prospectus, where appropriate) and of any other promotional literature.

Cash and money-market funds

71.

A responsible person of a UCITS that has an investment objective or an investment policy that involves investing substantially in deposits or money-market instruments shall provide a risk warning in the prospectus drawing attention to the difference between the nature of a deposit and the nature of an investment in the UCITS, with particular reference to the risk that the value of the principal invested in the UCITS may fluctuate.

Distributions out of capital

72.

(1) A responsible person may only make a distribution out of capital where the prospectus of the relevant UCITS includes each of the following:

(a) an explanation of the rationale underlying the policy to make distributions out of capital;

(b) in accordance with paragraph (2), a risk warning, set out prominently at the front of the prospectus, that describes the effects of making a distribution from capital;

(c) a statement that a distribution out of capital may have different tax implications to a distribution of income so that investors are recommended to seek advice in this regard;

(d) a statement indicating the greater risk of capital erosion that exists and the likelihood that, due to capital erosion, the value of future returns would also be diminished.

(2) A risk warning referred to in paragraph (1)(b) shall highlight that, in the event of the making of a distribution out of capital -

(a) capital will be eroded,

(b) the distribution is achieved by forgoing the potential for future capital growth, and

(3) A responsible person shall charge fees and expenses, including management fees, to the capital of a UCITS only if the prospectus of the relevant UCITS includes each of the following:

(a) a statement that fees and expenses, including management fees, or a portion of any such fee or expense, may be charged to capital;

(b) an explanation of the rationale underlying the policy to charge fees and expenses to capital;

“Unitholders should note that all or part of fees and expenses, including (if applicable) management fees, may be charged to the capital of the UCITS. This will have the effect of lowering the capital value of your investment”;

(d) a description of the effects that the charging of fees and expenses (including management fees) to capital may have, including that capital may be eroded.

(4) Where a UCITS invests more than 20 per cent in fixed-income instruments and the priority of the UCITS is the generation of income rather than capital growth, the responsible person shall ensure that -

(a) this priority is disclosed in the prospectus of the relevant UCITS, and

(b) the prospectus of the relevant UCITS includes a statement that a distribution made during the life of the UCITS must be understood as a type of capital reimbursement.

Conflicts of interest

73.

(1) A responsible person shall include in the prospectus of the relevant UCITS a description of the potential conflicts of interest that could arise between the management company, investment manager and the UCITS and, where applicable, details of how such conflicts will be managed.

(2) A responsible person shall include in the prospectus of the relevant UCITS a description of soft commission arrangements that may be entered into by a responsible person or a connected party.

(3) Where it is envisaged that a UCITS and connected parties may enter into transactions with each other, the responsible person shall ensure that the prospectus discloses the fact that such transactions may occur.

(4) In this Regulation “connected party” has the meaning given to the term in Regulation 45.

Directed brokerage services and similar arrangements

74.

A responsible person shall, in the prospectus of the UCITS, disclose details of any directed brokerage services or similar arrangements that are operated in relation to the UCITS, including details of the services provided.

Share classes

75.

(1) A responsible person that uses FDI at share class level shall include in the UCITS prospectus a clear description of the strategies that the UCITS pursues and the effect that this may have on the relevant share class.

(2) A responsible person shall ensure that the prospectus of the relevant UCITS includes the following:

(a) a description of the general currency hedging strategies of the UCITS and the features of individual currency share classes;

(b) where a UCITS intends to invest in any asset that is denominated in a currency other than the base currency at share class level, a disclosure -

(i) as to whether it is the intention of the UCITS to hedge the resulting currency exposure back into the base currency and, if it is so intended, to what extent, and

(ii) of the general costs and, if relevant, exchange rate risk that is associated with the currency strategy;

(i) that a currency conversion will take place upon subscriptions, redemptions and distributions at prevailing exchange rates, and

(ii) that the value of the share expressed in the class currency will be subject to exchange rate risk in relation to the base currency;

(d) where a UCITS has established hedged share classes, a disclosure of this fact, in accordance with paragraph (3).

(3) A disclosure for the purposes of paragraph (2)(d) shall state -

(a) that, to the extent that hedging is successful, the performance of the class is likely to move in line with the performance of the underlying asset or assets,

(b) that investors in the hedged class will not benefit if the class currency falls against the base currency or against the currency in which the assets of the UCITS are denominated,

(i) a statement indicating the extent to which the UCITS intends to hedge against currency fluctuations and noting that, while not the intention, nonetheless over-hedged or under-hedged positions may arise due to factors outside of the control of the UCITS;

(ii) a statement that over-hedged positions shall not exceed 105 per cent of the net asset value of the class and underhedged positions shall not fall below 95 per cent of the net asset value of the class;

(iii) a statement that the hedged positions will be kept under review to ensure that over-hedged positions and underhedged positions do not exceed the permitted level;

(iv) a statement that transactions will be attributable clearly to a specific class;

(v) a statement that currency exposures of different currency classes may not be combined or offset and that currency exposures of assets of the UCITS may not be allocated to separate share classes; and

(vi) a statement that the costs and gains or losses of the hedging transactions will accrue solely to the relevant class.

(4) A review for the purposes of paragraph 3(c)(iii) shall incorporate a procedure to ensure that any position materially in excess of 100 per cent of net assets is not carried forward from month to month.

Performance fees

76.

(1) Where a UCITS provides for the payment of performance fees, a responsible person shall, in the prospectus of the relevant UCITS, disclose the following:

(a) that the UCITS provides for the payment of performance fees;

(b) the calculation period for determining the performance fees;

(d) how the performance fees are calculated;

(e) the percentage performance fee payable;

(f) the accrual basis of the performance fees and when the performance fees are actually paid; and

(g) a risk warning that performance fees are based on net realised and net unrealised gains and losses as at the end of each calculation period and as a result, performance fees may be paid on unrealised gains which may subsequently never be realised.

Net Asset Value-based fees

77.

A responsible person shall ensure that the prospectus includes the details of the maximum fee payable for any recurring fees which are calculated based on the net asset value of the UCITS and deducted from its assets.

PART 5 KEY INVESTOR INFORMATION DOCUMENT / KEY INFORMATION DOCUMENT

General

78.

Where a UCITS is required to have a KIID, a responsible person shall ensure that the KIID complies with the following:

(a) the ESMA Guidelines on clear language and layout of the key investor information document (Ref: CESR/10-1320);

(b) the ESMA Guidelines on the methodology for calculation of the ongoing charges figure in the Key Investor Information Document (Ref: CESR/10-674);

(c) the ESMA Guidelines on the methodology for the calculation of the synthetic risk and reward indicator in the Key Investor Information Document (Ref.: CESR/10-673);

(d) the ESMA template for the Key Investor Information Document (Ref.: CESR/10-1321);

(e) the ESMA Guidelines selection and presentation of performance scenarios in the Key Investor Information Document for structured UCITS (Ref.: CESR/10-1318).

Investment objective and policy

79.

(1) Where a UCITS is required to have a KIID, a responsible person shall ensure that the following are included in the KIID:

(a) where a UCITS is established as an index-tracking UCITS, the KIID shall include, in summary form, information on how the index will be tracked and the implications of the chosen method for unitholders in terms of their exposure to the underlying index and counterparty risk;

(b) where a UCITS is established as an index-tracking leveraged UCITS, the KIID shall include, in summary form, the following information:

(i) a description of the leverage policy, how this is achieved (i.e. whether the leverage is at the level of the index or arises from the way in which the UCITS obtains exposure to the index), the cost of the leverage (where relevant) and the risks associated with this policy;

(ii) a description of the impact of any short exposure;

(iii) a description of how the performance of the UCITS may differ significantly from the multiple of the index performance over the medium to the long term.

(2) In relation to a structured UCITS, if the pre-determined pay-off is available only to those investors that buy units at a certain point and hold them until a certain date, the responsible person shall ensure that the relevant KIID -

(a) includes a statement to this effect,

(b) details the consequences for an investor of buying and selling units in the UCITS other than in instances in which the predetermined pay- off is available, and

Risk and reward profile

80.

(1) Where a UCITS is required to have a KIID, a responsible person shall calculate a synthetic risk and reward indicator in accordance with the methodology prescribed in ESMA Guidelines for the calculation of the synthetic risk and reward indicator in the Key Investor Information Document (Ref: CESR/10-673).

(2)
(a) Where a UCITS is required to have a KIID, a responsible person of a UCITS established as a feeder fund shall ensure the following are included in the KIID:

(i) a description of the risk and reward profile of the UCITS;

(ii) where the ancillary assets held by the feeder UCITS impact on the risk and reward profile of the UCITS, a disclosure of this fact;

(b) A description for the purposes of subparagraph (a)(i) shall not be materially different to the risk and reward profile of the corresponding master UCITS.

Filing requirements

81.

(1) Where a UCITS is required to have a KIID, a responsible person of an umbrella UCITS shall submit a KIID to the Bank prior to the approval of a new sub-fund.

(2) When filed with the Bank in accordance with paragraph (1), a KIID must be accompanied by written confirmation from the responsible person or the legal adviser to the UCITS that -

(a) the KIID complies with the requirements of the UCITS Regulations, Commission Regulation (EU) No 583/2010 and these Regulations, and

(b) the information in the KIID does not conflict with the content of the prospectus.

(3) Each new KIID and amended KIID shall be submitted by the responsible person to the Bank.

(4) Where a UCITS is required to have a KID, a responsible person of an umbrella UCITS shall submit a KID to the Bank prior to the approval of a new sub-fund.

(5) A KID filed in accordance with paragraph (4) must be accompanied by written confirmation from the responsible person or the legal adviser to the UCITS that-

(a) the KID complies with Regulation (EU) No 1286/2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs);

(b) the KID complies with Commission Delegated Regulation (EU) 2017/653 of 8 March 2017 supplementing Regulation (EU) No 1286/2014 of the European Parliament and of the Council on key information documents for packaged retail and insurance-based investment products (PRIIPs)⁶ by laying down regulatory technical standards with regard to the presentation, content, review and revision of key information documents and the conditions for fulfilling the requirement to provide such documents; and

(6) Each new KID and amended KID shall be submitted by the responsible person to the Bank.

PART 6 GENERAL OPERATIONAL REQUIREMENTS

Regulated markets

82.

(1) A responsible person shall, regularly, review the list of stock exchanges and regulated markets that are specified in the prospectus of the relevant UCITS to ensure that those stock exchanges and regulated markets continue to meet with the regulatory criteria.

(2) A responsible person shall consult with the depositary to ensure that adequate custody arrangements are in place before including additional stock exchanges or markets in the prospectus.

Directed brokerage services or similar arrangements

83.

A responsible person shall review at least annually, any directed brokerage services or similar arrangements and associated costs to a UCITS, where such services or arrangements are being operated in relation to that UCITS.

PART 7 ANNUAL AND HALF-YEARLY REPORTS OF A UCITS

Publication of annual and half-yearly reports

84.

(1) The responsible person shall submit to the Bank annual and half yearly reports of a UCITS to coincide with publication in accordance with Regulation 88 of the UCITS Regulations.

(2) The responsible person shall ensure that -

(a) the first annual or half-yearly report be prepared within 9 months of the launch of the UCITS and shall be published and submitted to the Bank within 2 months for half-yearly reports or 4 months for annual reports, and

(b) the first annual report with audited accounting information-

(i) is prepared within 18 months of the incorporation or establishment of the UCITS,

(ii) includes all sub-funds of the UCITS launched within the period to which that report relates, and

(iii) is published and submitted to the Bank within 4 months of the preparation of the report and in any event not later than 4 months after the expiration of the 18 month period referred to in paragraph 2(b)(i).

(3) Where an umbrella UCITS produces separate periodic reports for individual sub-funds, the responsible person shall, in the report for each sub-fund, name the other sub-funds and state that the reports of such sub-funds are available free of charge on request from the management company.

(4) Each annual and half-yearly report shall state whether the board of directors of the responsible person is satisfied that -

(a) there are in place arrangements, evidenced by written procedures, to ensure that the obligations that are prescribed by Regulation 46(1) are applied to all transactions with a connected party, and

(b) all transactions with a connected party that were entered into during the period to which the report relates complied with the obligations that are prescribed by Regulation 46(1).

Additional information to be included in the annual report

85.

(1) The responsible person shall in the annual report of the UCITS -

(a) in addition to the requirements of the UCITS Regulations, include the information that is prescribed in Schedule 7, and

(b) document all material changes that have occurred in the disposition of the assets of the UCITS.

(2) For the purposes of paragraph (1)(b) -

(a) a material change is defined as aggregate purchases of a security exceeding 1 per cent of the total value of purchases for the period or aggregate disposals greater than 1 per cent of the total value of sales,

(b) if there were fewer than 20 purchases that met the material changes definition, the UCITS shall disclose those purchases and the next largest purchases so that at least 20 purchases are disclosed, and

(c) if there were fewer than 20 sales that met the material changes definition, the UCITS shall disclose those sales and the next largest sales so that at least 20 sales are disclosed.

(3) If a sub-fund within an umbrella investment company invests in the units of another sub-fund within that umbrella, the responsible person shall, in its annual report -

(a) disclose the fact of that investment, and

(b) explain the policies that have been adopted by the umbrella investment company to disclose cross-investments between sub-funds within that umbrella investment company.

Additional information to be included in the half-yearly report

86.

(1) A responsible person shall (on behalf of the UCITS), in its half- yearly report -

(a) in addition to the requirements of the UCITS Regulations, include the information that is prescribed in Schedule 8, and

(b) document all material changes that have occurred in the disposition of the assets of the UCITS.

(2) For the purposes of paragraph (1)(b) the criteria specified in Regulation 85(2) shall apply.

(3) If a sub-fund within an umbrella investment company invests in the units of another sub-fund within that umbrella, the responsible person shall, in its half-yearly report -

(a) disclose the fact of that investment, and

(b) explain, in a note to the half-yearly report, the policies that have been adopted by the umbrella investment company to disclose cross-investments between sub-funds within that umbrella investment company.

PART 8 REQUIREMENTS IN RESPECT OF SPECIFIC TYPES OF UCITS

Stress Testing - Money Market UCITS

87.

(1) For a UCITS that is a short term MMF or a standard MMF as defined in Article 2(14) and 2(15) respectively of the Money Market Funds Regulation, a responsible person shall ensure that the UCITS complies at all times with the requirements on stress testing in accordance with Article 28 of the Money Market Funds Regulation.

(2) In conducting the stress testing detailed in paragraph (1) above, the UCITS shall adhere to the guidelines establishing common reference parameters of the stress test scenarios that are issued and updated periodically by the ESMA.

Exchange-traded UCITS

88.

(1) A responsible person of a UCITS ETF shall ensure that, in its name and in each of the types of document set out in paragraph (2), the relevant UCITS ETF uses the identifier “UCITS ETF” to identify it as an exchange-traded fund. The responsible person may use the “UCITS ETF” identifier at the level of the sub-fund or the listed share class. Where a UCITS has both listed and unlisted share classes, the responsible person shall ensure that listed and unlisted share classes are clearly identified so that investors can distinguish between them.

(2) The types of document to which paragraph (1) refers are -

(a) the constitutional document,

(b) the prospectus,

(d) marketing communications.

(3) A responsible person of a UCITS ETF shall, in -

(a) the prospectus,

(b) the KIID or KID, and

disclose the policy of the UCITS ETF regarding portfolio transparency and where information on the portfolio may be obtained, including where the indicative net asset value, if applicable, is published.

(4) A responsible person of a UCITS ETF, that calculates the indicative net asset value, shall, in its prospectus, disclose -

(a) how the indicative net asset value is calculated, and

(b) the frequency of that calculation.

(5) A responsible person of a UCITS which is not a UCITS ETF shall not use the identifier UCITS ETF, ETF or exchange-traded fund in any type of document, including those specified in paragraph (2).

Actively managed UCITS ETFs

89.

A responsible person of a UCITS that is an actively managed UCITS ETF shall, in -

(a) the prospectus,

(b) the KIID or KID, and

(i) that the UCITS ETF is an actively managed UCITS ETF, and

(ii) how the UCITS ETF will meet the stated investment policy including, where applicable, its intention to outperform an index.

Treatment of secondary market investors of a UCITS ETF

90.

(1) In circumstances in which units of a UCITS ETF purchased on a secondary market may not be redeemable from the UCITS, the responsible person shall include the following wording in the prospectus and in the marketing communications of the relevant UCITS ETF:

“UCITS ETF’s units purchased on the secondary market cannot usually be sold directly back to UCITS ETF. Investors must buy and sell units on a secondary market with the assistance of an intermediary (e.g. a stockbroker) and may incur fees for doing so. In addition, investors may pay more than the current net asset value when buying units and may receive less than the current net asset value when selling them.”

(2) Where the stock exchange value of the units of a UCITS ETF varies significantly from its net asset value, the responsible person shall ensure that an investor who has acquired -

(a) a unit, or

(b) where applicable, any right to acquire a unit that was granted by way of distributing a respective unit,

on the secondary market, may sell the unit back to the UCITS ETF directly.

(3) Where paragraph (2) applies, the responsible person of the relevant UCITS ETF shall communicate to the relevant regulated market that the UCITS ETF accepts direct redemptions at the level of the UCITS ETF.

(4) Where paragraph (2) applies -

(a) a responsible person of a UCITS ETF shall, in its prospectus, disclose -

(i) the process that is to be followed by an investor who has purchased a unit on the secondary market, and

(ii) the potential costs involved in redeeming directly from the UCITS ETF, and

(b) the responsible person shall ensure that the costs for redeeming directly from the UCITS are not excessive.

European Central Bank reporting requirements

91.

(1) The responsible person of a UCITS that meets the definition in Article 2(5) of Regulation (EU) 2021/379 of the European Central Bank of 22 January 2021 on the balance sheet items of credit institutions and of the monetary financial institutions sector (recast) (ECB/2021/2)⁷ and domiciled within a euro area Member State shall submit such periodic returns to the Bank as specified by the Bank from time to time. Those returns shall be in the form, and contain the information, specified by the Bank and published on the Bank’s website.

PART 9 GUARANTEED UCITS

General

92.

A responsible person shall not use the word “guaranteed” in the name of a UCITS unless there is in place, in accordance with Regulation 93, a specific legally enforceable guarantee between the UCITS and a legally independent third party of substance, for the benefit of the unitholders.

Legal agreement

93.

(1) For the purposes of Regulation 92 -

(a) the guarantee shall be evidenced in a contract that is legally enforceable under Irish law before the courts of Ireland, unless it can be demonstrated that the law of another jurisdiction or the existence of a non-exclusive foreign jurisdiction clause is best market practice,

(b) the responsible person shall satisfy itself, and retain records to demonstrate the basis for that satisfaction, that it is within the legal capacity of the guarantor to enter the guarantee, and

(c) the guarantee shall not contain any onerous provision in respect of the UCITS that would permit the guarantor to invalidate the guarantee.

(2) A responsible person shall, in advance of using the word “guaranteed” in the name of a UCITS, provide to the Bank written confirmation from the legal adviser to the UCITS that the guarantee satisfies the conditions set out in paragraph (1).

(3) The responsible person shall not act as a guarantor for the purposes of this Part.

(4) For the purposes of Regulation 92, the guarantor must be -

(a) an entity of substance and good standing, and

(b) a credit institution with paid-up share capital in excess of €100 million which is of a type that is mentioned in Regulation 7.

Disclosure

94.

The responsible person of that UCITS shall, in a prominent position in its prospectus, disclose the following provisions of the guarantee:

(a) the legal name and any business or trading name of the guarantor;

(b) the obligations of the UCITS under the guarantee, including detail on the cost of the guarantee;

(d) a warning to the effect that any performance of the guarantee is dependent on the solvency of the guarantor at the relevant time;

(e) a clear description of the upside limitation as well as the downside protection, sufficient for an investor to make an informed judgement about the practical and economic value of the guarantee;

(f) where relevant, the impact on an investor who sells their units prior to the maturity of the guarantee.

PART 10 CROSS-BORDER NOTIFICATION OF UCITS

Outward marketing: UCITS authorised under the UCITS Regulations

95.

(1) A responsible person shall notify the Bank promptly upon that responsible person receiving approval to market the units of a UCITS in a jurisdiction other than a Member State of the EEA.

(2) A responsible person that markets units of a UCITS in a Member State of the EEA or is approved to market the units of a UCITS in a jurisdiction other than a Member State of the EEA shall notify the Bank in the event that the UCITS ceases to market units in that Member State or jurisdiction.

Inward marketing: UCITS authorised in another Member State

96.

(1) A responsible person of a UCITS that is authorised in another Member State and which proposes to market its units in the State shall provide to the Bank written confirmation from the relevant facilities agent that the facilities agent has agreed to act for the UCITS.

(2) The responsible person of a UCITS that is authorised in another Member State and which markets its units in the State, shall ensure that the prospectus of the relevant UCITS provides the following information for Irish investors:

(a) details of the facilities agent and of the facilities that are being maintained;

(b) relevant provisions of Irish tax laws.

(3) Where -

(a) a UCITS that is authorised in another Member State and which markets its units in the State ceases such marketing to investors in the State, or

(b) an umbrella UCITS ceases marketing any sub-fund to investors in the State,

the responsible person of the relevant UCITS or umbrella UCITS shall, in writing, inform the Bank promptly of that fact.

PART 11 MANAGEMENT COMPANIES

Chapter 1 General Requirements

Operating conditions

97.

(1) A management company shall ensure that it has adequate resources to manage and monitor the services that are provided to every UCITS that is under its management.

(2) A management company shall, in accordance with paragraphs (3) and (4), prepare and submit to the Bank financial accounts of the management company.

(3) A management company shall –

(a) submit to the Bank -

(i) annual audited accounts of the management company prepared in accordance with any applicable legislative requirements, and

(ii) such further information as the Bank may prescribe from time to time, and

(b) submit the information required in paragraph (a) to the Bank within four months of the year-end.

(4) A management company shall -

(a) prepare accounts of the management company twice in every financial year to cover, respectively -

(i) the first six months of the financial year of the relevant management company, and

(ii) the full twelve months of the relevant financial year, and

(b) in each case to which subparagraph (a) applies -

(i) submit the accounts for the first six months of the financial year to the Bank within two months of the end of the relevant period, and

(ii) submit the accounts for the full twelve months of the relevant financial year to the Bank within one month of the end of the relevant period, and

(5) Every set of financial accounts specified in paragraphs (3) and (4)(a)(i) shall be accompanied by a minimum capital requirement report.

(6) A minimum capital requirement report of a management company shall be -

(a) prepared in the format prescribed by the Bank from time to time, and

(b) completed by the relevant management company.

(7) A management company shall maintain an up to date business plan.

(8) Where, by virtue of an investment in the units of another investment fund, a management company or the delegate of a management company (as the case may be) receives a commission (including a rebated commission) -

(a) the commission is the property of the investment fund on behalf of which the investment has been made, and

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