Central Bank UCITS Regulations – CP161 Final Position

The enhancements are the result of an extensive and collaborative industry consultation which closed in November 2025 and follow on from the publication of the European Union (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 2026 to implement the Amending Directive, which came into effect on 1 May 2026.

Some of the key changes confirmed in the finalised rules are summarised below.

• Performance Fees. One of the most significant changes is to the performance fee regime. The Central Bank has removed the restriction in the existing Regulation 40(1), enabling a broader range of performance fee methodologies in line with the ESMA Guidelines on Performance Fees. The new regulations also confirm that the depositary, or a competent person appointed by the responsible person and approved by the depositary, must verify that procedures have been effectively implemented to ensure that performance fees are calculated in accordance with the UCITS’ constitutional document and prospectus.
• Liquidity Management Tools (LMTs). The Central Bank has retained the requirement for the responsible person to consider selecting at least one anti-dilution tool and at least one quantitative-based LMT. Additional flexibility as been introduced to allow differentiation between in-specie/ in-kind redemption as an LMT and the “exchange of assets” in the settlement of redemptions to ensure that where a fund uses exchange of securities as part of its normal redemption process (such as for ETFs settling in-kind), this is not classified as an LMT. In addition, it will be possible for funds to differentiate between a redemption fee as an LMT and standard charges applied as part of a fund’s normal redemption/repurchase process. The requirement to notify the Central Bank of LMT activation/deactivation outside the ordinary course of business has been removed; LMT notifications will instead be captured through the Daily Investment Funds Return.
• Suspensions and side pockets. The regulations retain a separate notification obligation where the responsible person activates or deactivates a suspension of NAV calculation and/or subscriptions, repurchases or redemptions. They also introduce express provision for UCITS side pockets, where provided for in the constitutional document, for assets whose economic or legal features have changed significantly or become uncertain due to exceptional circumstances.
• NAV-Based Fees. The Central Bank has introduced a new prospectus disclosure requirement for NAV-based fees. The Central Bank identified that certain fees, including research fees calculated on the NAV of a UCITS and deducted from fund assets, were not being clearly disclosed to investors.
• UCITS ETFs. UCITS ETFs may now automatically avail of provisions permitting different dealing cut-off times for cash and in-kind dealings (including for hedged and unhedged share classes implementing currency hedging at share class level) without the need to apply for a specific derogation. The “UCITS ETF” identifier may now be included at sub-fund or share class level.
• Connected Party Transactions. The scope of the connected party provisions has been clarified to ensure that routine unitholder transactions such as subscriptions, redemptions, conversions and dividend payments are excluded from the requirements. Transactions with connected parties that remain within scope must continue to be conducted at arm’s length and in the best interests of unitholders.
• Management Company Requirements. The Central Bank has retained minimum residency requirements for directors and designated persons of UCITS management companies, together with its discretion to impose additional requirements at authorisation based on the nature, scale and complexity of the entity.

The Central Bank has not provided any transitional period for existing UCITS to comply with the new requirements, noting that no transitional period is provided for in the Amending Directive as transposed into Irish law and as such these requirements apply with immediate effect.

Further Information

Please reach out to your usual Maples contact or to any of the listed partners from our Irish Public Markets Group if you require any further information regarding the reforms or their implications for your fund structures.