knowledge 6 October 2022 |

Central Bank issues details of streamlined filing process for SFDR disclosures

On 4 October 2022, the Central Bank of Ireland (the “CBI”) issued a notice entitled: ‘Process clarifications for UCITS and AIFs precontractual documentation updates in relation to the Level 2 measures in relation to the Sustainable Finance Disclosure Regulation’ (the “Notice”) here.

The Notice details the CBI’s streamlined filing process to assist firms meet the impending deadline of 1 January 2023 in respect of pre-contractual updates required under the Sustainable Finance Disclosure Regulation (“SFDR”) regulatory technical standards1 (the “SFDR RTS”), also known as the SFDR Level 2 requirements.

We have summarised the key aspects of the CBI’s streamlined process in the box below:

Streamlined Process

Attestation

A ‘Responsible Person’ in UCITS management companies and Alternative Investment Fund Managers (“AIFMs”) (as applicable) will be required to certify:

‘amendments made are in accordance with:

  • the SFDR Level 2 requirements;
  • amendments made to the investment policies and strategies to allow consistency with the disclosures included in the Annex. This includes amendment to disclosures made to comply with SFDR Level 1 and/or the Taxonomy Regulation requirements which now require amendment for consistency with SFDR Level 2 disclosures;
  • product level PAI disclosures required under Article 7(1)(a) for Article 6 funds; and/or
  • amendments made to the prospectus/supplement to reflect the requirements of European Commission Q&As on SFDR, ESMA supervisory briefing on sustainability risks and disclosures in the area of investment management, amendments to reflect other clarifications published by the ESAs’ or the Central Bank in relation to the SFDR Level 2 requirements.’2

The attestation should make it clear that the revised documents do not contain any other amendments to the pre-contractual documentation.

‘Responsible Person’

For the purpose of the above attestation, the CBI defines a ‘Responsible Person’ as:

  • in the case of a UCITS - the UCITS management company or the UCITS Self-Managed Investment Company (“SMIC”);
  • in the case of an alternative investment fund (“AIF”) - the AIFM or the internally managed AIF, or
  • in the case of an AIF with a non-EU AIFM - the fund itself.

Filing deadlines

Filings must be made no later than 1 December 2022.

Form of submission

This attestation along with the relevant revised final dated documents for UCITS and AIFs are required to be submitted to the dedicated mailbox SFDR@centralbank.ie.

This submission is a same day filing which will trigger automated noting by the CBI.

The subject line in the email must follow the following format: [Article X]3 [Name of Management Company] [Name of Umbrella Fund/Standalone/Sub-Fund(s)].

Documents should be dated the date they are submitted.

Other updates to documentation

The CBI states that the streamlined process is only available for SFDR Level 2 requirements, updates to ensure consistency with the disclosures included in the annex, PAI disclosures and other SFDR-related updates that arise due to clarifications from the European Commission, ESAs or the CBI.

The CBI states that any other changes must comply with the usual CBI review process for the relevant fund.

Filings involving a change of name

The CBI states that where an SFDR-related change of name is required, the submission should be made via the CBI Portal in the usual manner. The CBI confirms that it will apply a version of the streamlined process in such cases, provided the submission includes the required attestation. The CBI states that its ability to note submissions may be impacted by high volumes and, on this basis, a noting letter may not issue on the date the submission is received. However, the CBI confirms its intention to issue a noting letter at the earliest opportunity and such letter will be dated as at the date that documents were submitted.

Filings relating to the reclassification of the fund

The CBI confirms submissions relating to the reclassification of the fund may be made via the streamlined process, however, a rationale for the reclassification must be included.

New fund / sub-fund applications

An application already made for the authorisation of a new fund/sub-fund will not qualify for the streamlined process. The CBI states that where a new fund/sub-fund application has been made with the CBI then the disclosures made in relation to SFDR Level 2 requirements will be reviewed.

Submissions already under review

The CBI confirms that submissions filed with the CBI but not cleared of comment by the filing deadline will need to comply with the usual CBI review process even where those submissions are ultimately cleared of comment prior to 1 January 2023. The CBI also confirms that submissions that are clear of comment before the filing deadline (but not yet authorised) will also need to comply with the usual CBI review process.

Availability of streamlined process

The CBI confirms that the streamlined process will not be available after 1 January 2023. After this date, disclosures will be reviewed by the CBI and may be subject to comment.

 

Comment and next steps

The CBI’s confirmation of a streamlined filing process is a welcome development for asset managers who can now work towards the filing deadline of 1 December 2022.

Asset managers should bear in mind the CBI’s emphasis that responsibility rests with the relevant management company to ensure compliance with the applicable requirements and that the streamlined filing process ‘should not be seen as providing scope for a lesser quality of disclosures than would otherwise be produced’. Importantly, the CBI states that it intends to undertake a review of a sample of the submissions received and will engage with selected applicants on a bilateral basis where queries arise in respect of the applications that fall within the sample. On this basis, the CBI states that, notwithstanding any noting/confirmation issued, the CBI may require revisions to documentation to be made at a later date.

  1. The SFDR RTS are contained in Delegated Regulation (EU) 2022/1288
  2. See our earlier briefings here and here with further detail on European Commission Q&As and ESMA’s supervisory briefing.
  3. The Article is required to identify the SFDR classification that applies to the relevant fund.

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.