Italian regulators consult on UCITS V transposition

The Italian financial regulators, Consob and Banca D’Italia, consult on the transposition of the UCITS V directive with regard to amendments to the regulations. In a statement published today, Consob reported that it has submitted for the public consultation of the market (deadline: 5 September 2016) the document containing the proposed amendments to the Consob issuers’ regulations and, together with the Bank of Italy, the document related to 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 which in national legislation occurred with Italian 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.

It is planned, finally, to make a number of fine tuning amendments 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 issued in this regard. 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 (that perform, that is, activities subject to different sectoral rules), 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 (of € 5 billion of net equity, given by the sum of the assets deriving from the collective management and from the individual managements), on reaching which the 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.

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