knowledge | 17 September 2021 |
Central Bank Issues Revised AIFMD Q&A and UCITS Q&A
The Revised Q&As (which include a new ID 1147 (AIFMD Q&A) and ID1101 (UCITS Q&A) clarify notification requirements for Alternative Investment Fund Managers (“AIFMs”) and UCITS management companies where they operate or plan to operate as a third-party management company.
By way of background:
- An AIFM is required to notify the CBI prior to implementing changes which would materially affect the basis on which its authorisation has been granted (Regulation 11 of The European Union (Alternative Investment Fund Managers) Regulations, 2013 (the “AIFMD Regulations”)); and
- A UCITS management company is required to consult with the CBI prior to introducing material changes to the management company’s operating model (Regulation 107 of The Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2019).
The Revised Q&As confirm that where new business results in a material increase in the nature, scale or complexity of a management company’s business, whether through a standalone transaction or on a cumulative basis, the CBI takes the view this is either (i) a change that materially affects the basis on which authorisation has been granted for an AIFM, or, (ii) a material change to the management company’s operating model for a UCITS management company. In these circumstances, a management company must engage proactively with the CBI.
The Revised Q&As provide examples of where new business may result in a material increase in the nature, scale or complexity of a management company’s business, such as:
- material increases in the number of funds under management and/or the number of delegates; and
- on-boarding of self-managed investment companies or internally-managed AIFs who are changing their status to be externally managed.
When engaging with the CBI, the management company is required to submit:
- revised financial and business growth (AUM, number of funds/sub funds, number of delegates);
- projections covering a period of two years;
- detailed assumptions on which the projections are based;
- an up-to-date capital plan; and
- current business plan (for UCITS management companies) or programme of activity (for AIFMs) with increased resourcing projections for review.
The management company must ensure it is appropriately resourced to service the additional business. The Revised Q&As state that resourcing is of particular relevance to management companies where the on-boarding of new business may change the nature of, or increase the number of delegate relationships.
The publication of the Revised Q&As follows a letter which the CBI issued to third party management companies last week related to the same issues of resourcing. The CBI continues to emphasise the importance of resourcing and governance in fund managers and the CBI’s expectation that fund managers should be in full control of all aspects of business for which they are responsible. The Revised Q&As, together with the recent letter from the CBI to management companies, reflects the CBI’s continuing focus on these matters.
Further update to AIFMD Q&A
A further update is also contained in the AIFMD Q&A through the introduction of ID1146 whereby the CBI confirms that where an AIFM is of the view that its respective Alternative Investment Fund ("AIF") no longer meets the criteria of an AIF as per Regulation 5(1) of the AIFMD Regulations, the AIFM must engage with the CBI. However, the CBI acknowledges that the circumstances in which such a scenario is likely to arise is very limited.
This document has been prepared by McCann FitzGerald LLP for general guidance only and should not be regarded as a substitute for professional advice. Such advice should always be taken before acting on any of the matters discussed.