Irish Quarterly Legal And Regulatory Report - Asset Management And Investment Funds October To December 2022

• Jurisdiction: European Union
• Law Firm: Walkers
• Subject Matter: Finance and Banking, Financial Services, Fund Management/ REITs
• Author: Mr Damien Barnaville, Nicholas Blake-Knox, Eimear Keane, Aongus McCarthy and Joe Mitchell
• Published date: 02 February 2023

1. AIFMD DEVELOPMENTS

1.1 Central Bank AIFMD Q&A updates - October 2022

On 5 October 2022, the Central Bank of Ireland (the "Central Bank") published the 45th edition of its AIFMD Q&A to include two new Q&As ID's 1154 & 1155 providing clarifications for QIAIFs raising capital under a formally agreed commitment basis in respect of:

• ID1154 on the application of specific investment limits ("QIAIFs which invest more than 50% of net assets in another investment fund"); and
• ID1155 on the loan origination QIAIF leverage rules contained in the AIF Rulebook.

1.2 Central Bank AIFMD Q&A updates - December 2022

On 21 December 2022, the Central Bank published the latest version (46th Edition) of its AIFMD Q&A.

This edition revises Q&A ID 1126, which considers if AIFs in scope of the PRIIPs Regulation (EU) No 1286/2014 are required to file Packaged Retail and Insurance-based Investment Product (PRIIPs) Key Information Document (KID) with the Central Bank. The Q&A sets out the Central Bank's requirement that Retail Investor AIFs which produce PRIIPs KIDs shall file these on an ex post basis. This will include periodic updates to existing KIDs. The first annual reporting of such KIDs will take place in January 2024. Once the reporting requirements are finalised the Central Bank will advise accordingly.

The update also confirms that Qualified Investor AIFs are not required to file PRIIPs with the Central Bank.

1.3 ESMA AIFMD Q&A updates

On 16 December 2022, ESMA published an updated version of its Q&A on the application of the AIFMD.

An additional Q&A is inserted at Section XI "Scope" namely, "Are managers of special purpose acquisition companies ("SPACs") subject to the AIFMD?"

ESMA notes that SPACs are not yet legally defined by EU law, and indicates that that "there are significant variations between the general structuring of relevant vehicles and concrete modalities of their transactions". ESMA has listed tests to make an assessment on a case-by-case basis whether a given SPAC meets the definition of an "AIF" under Article 4(1)(a), or qualifies as a "holding company" under Article 4(1)(o) of the AIFMD, while paying close attention to the elements described in the ESMA Guidelines on Key Concepts of the AIFMD.

2. UCITS DEVELOPMENTS

2.1 Central Bank UCITS Q&A updates

On 21 December 2022, the Central Bank published its latest edition of the Central Bank's UCITS Q&A featuring three new Q&As on PRIIPs KID filing requirements.

• ID 1107 on whether a UCITS which is seeking...