investment funds – Global Investment Law Watch

Europe: Ireland’s New Participation Exemption – An Opportunity for Private Markets Asset Managers

Nov 07 2024

By: Shane Geraghty, Michelle Lloyd, and Sneha Thomas

The Irish Finance Bill 2024 will, with effect from 1 January 2025, create a new participation exemption for foreign dividends. This exemption will bring Ireland into line with the rest of the EU which has a similar exemption. It is specifically designed to benefit Irish-resident companies that receive foreign-source dividends. The development has been broadly welcomed and is particularly noteworthy for the asset management industry and investment funds engaged in cross-border investments.

CME Group Clarifies and Emphasizes the Duty to Supervise Trading on its Markets

Aug 09 2024

By: Clifford Histed and Cheryl Isaac

If you or your company trades on CME, CBOT, NYMEX or COMEX (CME Group exchanges, collectively referred to herein as “CME”), you will need to take note of CME’s new Market Regulation Advisory Notice (MRAN), which became effective on 16 July. The new MRAN is called “Supervisory Responsibilities for Employees and Agents” and should be reviewed closely to understand CME’s expectations related to diligent supervision, including policies, trainings, monitoring, remediation and sanctions.

Europe: Modernisation of the PRIIPs KID Considered by European Parliament

Apr 03 2024

By: Áine Ní Riain and Shane Geraghty

On 20 March 2024, the European Parliament’s Committee on Economic and Monetary Affairs (ECON) voted in favour of draft modernisation measures for the PRIIPs Key Information Document (KID).

Europe: Responsibility of UCITS Management Companies and AIFMs for producing PRIIPs key information documents confirmed

Jan 16 2024

By: Áine Ní Riain and Lucy Deane

Under the EU PRIIPs Regulation “manufacturers” are required to prepare a key information document (KID) where relevant packaged retail investment products (including most funds) are made available to retail investors.

New Year, New CPO/CTA Exemption Affirmations and CPO FinCEN Requirements

Jan 03 2024

By: Clifford C. Histed, Kenneth Holston, Cheryl L. Isaac, and Matthew J. Rogers

Happy New Year! As we kick off 2024, we note that the National Futures Association (NFA) published its annual Notice to Members with guidance on the annual affirmation requirement for certain exempt commodity pool operators (CPOs) and commodity trading advisors (CTAs). If you rely on an exemption or exclusion from CPO registration under CFTC Regulation 4.13(a)(1), 4.13(a)(2), 4.13(a)(3), 4.13(a)(5) or 4.5, or an exemption from CTA registration under 4.14(a)(8), you must file an annual affirmation in the NFA’s Exemptions System by 29 February 2024, and a multi-factor authentication is now required for access. Failure to make this affirmation will result in your registration exemption being withdrawn on 1 March 2024.

In addition, the NFA also issued a Notice to Members regarding the Financial Crimes Enforcement Network (FinCEN) final rule implementing the Corporate Transparency Act beneficial ownership information (BOI) reporting requirements. Although CFTC-registered entities (including CPOs and CTAs) are exempt from these requirements (see 31 U.S.C. §5336(a)(11)(B)(xiv)), certain pooled investment vehicles will be required to comply. Commodity pools that are operated or advised by an SEC-registered broker-dealer or investment adviser are generally exempt, but a limited number of other commodity pools will be subject to the new rule.

Accordingly, CPOs with non-exempt commodity pools will need to file BOI reports with FinCEN, including identifying information about individuals who directly or indirectly own or control the commodity pool. FinCEN recently extended the BOI reporting deadline for certain reporting companies, with the relevant compliance dates as follows:

Commodity pools created or registered before 1 January 2024: file BOI reports by 1 January 2025.
Commodity pools created or registered in 2024: file BOI reports within 90 calendar days after registration is effective.
Commodity pools created or registered on or after 1 January 2025: file BOI reports within 30 calendar days after registration is effective.

For commodity pools created or registered after 1 January 2024, a CPO will also need to report information about the “company applicants,” meaning the individual or individuals who directly file the document that creates or registers the commodity pool.

Please feel free to contact the authors of this blog post with any questions.

United States: SEC Proposes Amendments to Broaden the Scope of Regulation S-P in Response to Digital Communications and Risks to Customer Personal Information

Mar 17 2023

By: Trayne S. Wheeler, Brian Doyle-Wenger, and Gustavo De La Cruz Reynozo,

On March 15, 2023, the U.S. Securities and Exchange Commission (“SEC”) proposed amendments to Regulation S-P. The proposed amendments would require covered institutions to enhance protections of consumer information by requiring the adoption of written policies and procedures for an incident response program. The amendments would expand the scope of Regulation S-P by requiring covered institutions to provide timely notifications to individuals affected by data breaches and by extending the definition of the information covered by the regulation.

United States: SEC Division of Examinations Announces 2023 Examination Priorities

Feb 08 2023

By: Hayley Trahan-Liptak and Anna E. L’Hommedieu

On February 7, 2023, the U.S. Securities and Exchange Commission (SEC) Division of Examinations (the Division) announced its 2023 examination priorities.[1] The timing of the announcement, over a month earlier than the Division’s examination priority announcements in the prior two years, suggests a return to normal following pandemic-era examinations.

United Arab Emirates: SCA Overhauls Regulations Governing Foreign Fund Offerings

Jan 19 2023

By: C. Todd Gibson, Amjad Hussain, and Zaid Abu-Shattal

The Securities and Commodities Authority (“SCA”), the federal financial regulatory agency in the United Arab Emirates (“UAE”) issued on 16 January 2023 a suite of new decisions and regulations, which introduced sweeping changes to the public distribution of foreign funds in the UAE.

Pursuant to SCA Chairman of the Board of Directors Decision No. 4/RM of 2023 Concerning the Procedures of Adjustment of Situation to Promote Units of Foreign Funds in the UAE (“Foreign Funds Regulations”), which came into effect on 17 January 2023, promotion of foreign funds in the UAE is now limited to private distribution to professional investors and/or market counterparties, as defined in the SCA Rulebook. As of today, the updated regulations are only available in Arabic.

Amongst other obligations set out in the Foreign Funds Regulations, promoters of foreign funds in the UAE must amend their arrangements with managers of foreign funds to comply with the provisions of the Foreign Funds Regulations.

The Foreign Funds Regulations state that promoters may continue performing their obligations pursuant to contracts that are still in force for a period not exceeding six months from 1 January 2023 or until the expiration of such contracts (whichever comes first), provided that the registration of the concerned foreign funds are renewed within the transitional period and payment of the prescribed fees are made to the SCA.

The SCA seems to want to encourage global asset managers to set up an onshore presence and establish onshore domestic public or private funds to target investors in the UAE in accordance with the new requirements and processes that were also issued on 16 January 2023 under the SCA Chairman of the Board of Directors Decision No. 1/RM of 2023 on the Regulation of Investment Funds. The SCA also issued decisions with respect to regulations governing the registration of securities for listing purposes, amending certain provisions of the SCA Rulebook, clearing activities in local commodity markets, and SCA services fees.

United States: SEC Adopts Expanded Proxy Voting Reporting by Registered Funds and New Reporting of Executive Compensation Votes by Form 13F Filers

Nov 07 2022

By: Lynn A. Schweinfurth, Kathy Kresch Ingber, and Crystal Liu

On November 2, by a vote of 3 to 2, the Securities and Exchange Commission adopted, largely as proposed, amendments to Form N-PX under the Investment Company Act of 1940 and new Rule 14Ad-1 under the Securities Exchange Act of 1934 (Amendments). The Amendments expand the proxy voting information that registered investment companies (Funds) report on Form N-PX, and require, for the first time, Form 13F filers (Managers) to report annually on Form N-PX how they voted proxies concerning certain shareholder advisory votes on executive compensation (“say-on-pay” votes).

United States: SEC Proposes Changes to Open-End Fund Liquidity Framework

Nov 07 2022

By: Franklin H. Na and Cole E. Wilhelmi

On November 2, 2022, the Securities and Exchange Commission proposed amendments to Rule 22e-4 and Rule 22c-1 of the Investment Company Act of 1940 that would require open-end funds to adjust their approach to liquidity risk management. In particular, the proposed amendments would mandate swing pricing and a “hard close” on most open-end funds, and would amend certain components of open-end funds’ liquidity risk management programs.

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