ITALY: Consob Publishes UCITS V Consultation

Tuesday July 12 2016

On 11^th July 2016, Consob published a Consultation on proposed amendments to the Consob issuers’ regulations and the joint Consob-Bank of Italy regulations on procedures and organisation of intermediaries that provide investment or collective investment management services.  These amendments are aimed at transposing at the secondary regulatory level, the UCITS V directive (No. 2014/91/EU) on Undertakings for Collective Investment in Transferable Securities (UCITS).  The implementation of UCITS V into national legislation was through Legislative Decree No. 71/2016, published in the Official Journal of 20 May 2016.

In relation to the issuers’ regulation, the amendments, mainly regarding Annex 1B, Scheme 1 and Art. 15-bis, have the objective of transposing the new European rules on depositories and personnel remuneration policies and practices with reference to the disclosure obligations to be observed in the prospectus and in the KIID (Key Investor Information Document).

Further amendments are made in order to adjust the content of the prospectus of UCITS and of the offer document of reserved Alternative Investment Funds (AIFs) to the transparency obligations on the recourse by the managers to financing via securities and total-return swap operations, imposed on collective investment schemes – CISs (of both UCITS and AIF types) by the recent Regulation (EU) No. 2015/2365.

Additionally, further amendments have been proposed to Part III and to Annex 1I for the purpose of ensuring lexical consistency with the changes made on the occasion of transposing the previous Directive 2011/61/EU (AIFMD).

The amendments to the joint regulation are aimed at transposing the rules concerning the remuneration policies laid down in the UCITS V directive and by the ESMA Guidelines. Specifically, the rules currently laid down for AIF managers are extended also to UCITS managers. Clarification is also provided on the scopes of application of the rules on the subject of remuneration to multi-functional managers and to managers that belong to banking groups or investment firms.

Finally, the scope of the proportionality principle in the application of the rules on remuneration is specified, identifying a quantitative threshold (€5 billion of net equity, given by the sum of the assets deriving from the collective management and from the individual managements), which on reaching managers must consider themselves in any case significant and apply the rules in their entirety. There remains, however, the obligation, currently in force for managers, to perform a self-assessment in order to verify, in the light of their characteristics, the need to apply the more detailed rules, even though they are not significant managers from the point of view of assets managed.

The deadline for comments to the Consultation is 5^th September 2016.

Click on the link above for further details.