UCITS Inward Marketing Requirements

UCITS authorised in another Member State intending to market units in Ireland

Information on the relevant laws, regulations and administrative provisions which are specifically relevant to the arrangements made for the marketing of UCITS in Ireland.

Article 91 of Directive 2009/65/EC (the “UCITS Directive”) requires Member States to ensure that complete information on the laws, regulations and administrative provisions which do not fall within the field governed by UCITS Directive and which are specifically relevant to the arrangements made for the marketing of units of UCITS from other Member States within their territories is easily available and kept up-to-date.

The UCITS Directive is implemented into Irish law by the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011, (the “UCITS Regulations”). The Central Bank of Ireland (the “Central Bank”) is designated in the UCITS Regulations as the competent authority with responsibility for the authorisation and supervision of UCITS. The Central Bank UCITS Regulations should be read in conjunction with the UCITS Regulations as the Central Bank UCITS Regulations contain requirements concerning the cross-border notification of UCITS.

In accordance with Commission Directive 2010/44/EU, information regarding the marketing of UCITS in Ireland is provided in relation to the following categories:

  1. Marketing of units in Ireland: While the term “marketing" is not defined in the UCITS Regulations nor in the Central Bank UCITS Regulations, it can be taken to mean a direct or indirect offering or placement of units or shares of a UCITS at the initiative of the UCITS or on behalf of the UCITS to or with investors domiciled or with a registered office in Ireland.
  2. Requirements for the contents, format and manner of presentation of marketing, communications, including all compulsory warnings and restrictions on the use of certain words or phrases:

The following are extracts from the Central Bank UCITS Regulations:

Regulation 54(5)

(5) Without prejudice to Regulation 97, a responsible person shall comply with the advertising standards set out in Schedule 6 where the relevant UCITS is:

  1. authorised in a Member State other than the State and is marketing its units in the State, or
  2. 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.

Schedule 6: Advertising Standards for Certain UCITS

The advertising standards for the purposes of Regulation 54(5) are:

  1. The design and presentation of an advertisement must be:
    1. clear, fair, accurate and not misleading; and
    2. such that the advertisement can be understood easily and clearly.
  1. Where footnotes are used in an advertisement they should be of sufficient size and prominence to be legible easily; where appropriate they should be linked to the relevant part of the main copy.
  2. It must be clear from the design and presentation of an advertisement that it is an advertisement such that any person who looks at it can see immediately that it is an advertisement.
  3. No statement made or risk warning given in an advertisement may be obscured or disguised in any way, nor may the effect of any risk warning be diminished, by the content, design or format of the advertisement.
  4. An advertisement must not, whether by inaccuracy, ambiguity, exaggeration, omission or otherwise, mislead investors about any matter that is likely to influence an investor’s a reasonable investor’s attitude to the investment.
    1. Every advertisement must be prepared with care and with the aim of ensuring that a potential investor understands fully the nature of any commitment into which the investor would enter if the investor were to acquire a unit in the relevant UCITS.
    2. In preparing an advertisement a UCITS shall take into account the fact that the complexities of finance may be beyond the understanding of some people to whom the opportunity being offered will appeal and therefore no advertisement may take advantage of inexperience or credulity.
  1. When an advertisement contains a forecast or projection, such as a specific growth rate or a specific return or rate of return, it must make clear the basis upon which that forecast or projection is made, explaining, where relevant:
    1. whether reinvestment of income is assumed;
    2. whether account has been taken of the incidence of any taxes or duties and, if it has, how such account has been taken;
    3. whether the forecast or projected rate of return will be subject to any deductions other than upon premature realisation or otherwise.
  1. Advertisements leading to the employment of money in anything the value of which is not guaranteed must include a warning that the value of the investment can reduce as well as increase and, therefore, that the return on the investment necessarily will be variable.
  2. An advertisement must not describe an investment as being guaranteed or partially guaranteed (or by words that convey such a meaning or impression) unless there is in place a legally enforceable agreement with a third party that undertakes:
    1. in the case of a full guarantee, to meet, in full, an investor’s claim under the guarantee;
    2. in the case of a partial guarantee, to meet, to whatever extent is stated in the advertisement, the investor’s claim under the partial guarantee. Where values are guaranteed, sufficient detail must be included in the advertisement to give the reader a fair view of the nature of the guarantee.
  1. An advertisement making claims, whether specific or not, as to anticipated growth in value or rate of return must include a prominent statement to the effect, as appropriate, that neither past experience nor the current situation are necessarily accurate guides to the future growth in value or rate of return.
  2. An advertisement that contains information on past performance must also contain the following warning, presented in the advertisement no less prominently than the information on past performance: “Past performance may not be a reliable guide to future performance”.
  3. An advertisement that quotes past experience in support of a forecast or projected growth in the value or rate of return:
    1. must not be misleading in relation to present prospects of an investment; and
    2. must indicate the circumstances in which, and the period over which, such experience has been gained, in a way that is fair and representative.
  1. An advertisement relating to offers to facilitate the planned withdrawal from capital as an income equivalent, such as by cashing in units of the UCITS, must contain a statement explaining clearly the effect that any such withdrawal would have on the investment.
  2. When claims to investment skill in an advertisement are based upon an asserted increase in the value of particular items purchased or recommended for purchase by the advertiser in the past, that person must be in a position to substantiate that:
    1. the purchase or recommendation upon which the assertion is based was made at the time claimed; and
    2. the present value asserted for the investment corresponds to the price actually obtained for identical items when sold in the open market in the period immediately preceding the advertisement. No claim to an increase in the value of investments or collectibles should be based upon the performance within a given market of selected items only unless that claim can be substantiated in accordance with paragraphs (a) and (b).
  1. The terms “tax-free” and “tax-paid”, and words, terms or phrases creating a similar impression, may be used in an advertisement only if:
    1. it is made clear in the advertisement which particular tax or taxes or duty or duties are involved; and
    2. the advertiser states clearly what liability may arise and by whom it will be paid if it does arise.
  1. When the achievement or maintenance of a return that is claimed or offered in an advertisement for a given investment is in any way dependent upon the assumed effects of tax or duty:
    1. this fact must be explained clearly; and
    2. the advertisement must make it clear that no undertaking is or can be given that the fiscal system may not be revised with consequent effects upon the return that is offered.
  1. Where an advertisement relates to a high volatility UCITS it must state that the investment may be subject to sudden and large falls in value, and, if it is the case, that the investor could lose the total value of the initial investment.
  2. Where a UCITS is described as being likely to yield income or as being suitable for an investor that is seeking income from the investment, and where the income from the UCITS can fluctuate, the advertisement must contain the following warning: “Income may fluctuate in accordance with market conditions and taxation arrangements”
  3. Where a UCITS is denominated in a currency other than that of the country in which the advertisement is issued, the advertisement must contain the following warning: “Changes in exchange rates may have an adverse effect on the value price or income of the product”.
  4. An advertisement shall, where relevant:
    1. state that the difference at any one time between the sale and repurchase price of a unit in the UCITS means that the investment should be viewed as medium term to long term;
    2. refer to the impact of a redemption charge.
    3. Details of any additional information required to be disclosed to investors:

The following is an extract from Regulation 97(2) of the Central Bank UCITS Regulations:

(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:

  1. details of the facilities agent and of the facilities that are being maintained;
  2. relevant provisions of Irish tax laws.
  3. Details of any exemptions from rules or requirements governing arrangements made for marketing applicable in that Member State for certain UCITS , certain share classes of UCITS or certain categories of investors:
  4. Requirements for any reporting or transmission of information to the Central Bank and the procedure for lodging updated versions of required documents:

The following are extracts from Article 93 of the UCITS Directive:

  1. The UCITS home Member State shall ensure that the competent authorities of the UCITS host Member State have access, by electronic means, to the documents referred to in paragraph 2 and, if applicable, to any translations thereof. It shall ensure that the UCITS keeps those documents and translations up to date. The UCITS shall notify any amendments to the documents referred to in paragraph 2 to the competent authorities of the UCITS host Member State and shall indicate where those documents can be obtained electronically.
  2. In the event of a change in the information regarding the arrangements made for marketing communicated in the notification letter in accordance with paragraph 1, or a change regarding share classes to be marketed, the UCITS shall give written notice thereof to the competent authorities of the host Member State before implementing the change.

Notifications in accordance with this Section should be sent to the Central Bank to: UCITSinwardmarketing@centralbank.ie

  1. Requirements for any fees or other sums to be paid to the Central Bank or any other statutory body in Ireland, either when marketing commences or periodically thereafter:
  2. None

  3. Requirements in relation to the facilities to be made available to unit-holders:

The following is Regulation 116 of the UCITS Regulations:

  1. A UCITS which markets its units in the State shall satisfy the Bank that adequate measures have been taken to ensure that facilities are available in the State for making payments to unit-holders, repurchasing or redeeming units and making available the information which UCITS are required to provide.

The following is an extract from Regulation 97 of the Central Bank UCITS Regulations:

(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.

A facilities agent should have all of the documents which a UCITS is required to provide to investors available for Irish resident investors. The agent should also provide information to investors on how a redemption request can be made and how redemption proceeds will be paid. A facilities agent is not required to receive and transmit the redemption order to the UCITS or the redemption proceeds to the investor.

The name of the UCITS and the name and address of the facilities agent will be placed on a list of UCITS marketing in Ireland, which will be made available to the public on request.

  1. Conditions for the termination of marketing of units of UCITS in Ireland:
  2. The following is an extract from Regulation 97 of the Central Bank UCITS Regulations:

    (3) Where:

    • 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
    • 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.

  3. Contents of the information which must be included in Part B of the notification letter, is set out here:
  4. Part B of the notification letter sets out additional information requirements with regard to the marketing of UCITS in Ireland.

  5. The email address to which UCITS may submit updates and amendments to the documents provided in the original notification:
  6. Notifications in accordance with Article 93(7) and (8) of the UCITS Directive may be sent to: UCITSinwardmarketing@centralbank.ie.

    Issued: 5 October 2015
    Latest revision: 6 June 2019