On 10 July 2026, the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2026 (the “Central Bank UCITS Regulations”), which repeal and replace the 2019 Central Bank UCITS Regulations, were published. Simultaneously, the Central Bank of Ireland (the “Central Bank”) published its Feedback Statement on Consultation Paper 161 (“CP161”) and updated Guidance on Performance Fees for UCITS and certain types of Retail Investor AIFs (the “Guidance”).

New Central Bank UCITS Regulations

The Central Bank UCITS Regulations are a comprehensive restatement and update of the Central Bank’s supervisory framework for UCITS, UCITS management companies and UCITS depositaries.

CP161 was published in September 2025, proposing to repeal and replace the 2019 Central Bank UCITS Regulations in order to align the Central Bank’s framework with the Amending UCITS VI Directive, and to incorporate other legacy updates. Key areas of change, together with the Central Bank’s position following the consultation, are set out below.

• LMTs

Following the implementation of UCITS VI, UCITS must disclose in their prospectus the selected LMTs and the conditions under which each can be activated and deactivated. The Central Bank has retained the requirement for the responsible person to consider selecting at least one anti-dilution tool and one quantitative-based LMT, in line with ESMA, FSB and IOSCO recommendations. This is recommended rather than a mandatory requirement.

• NAV-based fee disclosure

A new prospectus disclosure requirement has been introduced – the UCITS management company must ensure that the prospectus includes details of the maximum fee payable for any recurring fees which are calculated based on the NAV of the UCITS and deducted from its assets. This addresses the Central Bank’s observation that fees such as research fees calculated on the basis of NAV and deducted from fund assets were not being clearly disclosed. The Central Bank has confirmed that the possibility to pay fees/expenses to the distribution, paying or representative agent out of the assets of the UCITS at normal commercial rates remains unchanged, in response to industry feedback.

• UCITS ETFs – dealing flexibility

All share classes within a UCITS or sub-fund must have the same dealing procedures and frequencies; however, UCITS ETFs may now have different dealing cut-off times for cash and in-kind dealings, and/or different cut-off times where a UCITS ETF with hedged and unhedged share classes implements currency hedging at share class level. UCITS ETFs may automatically avail of the new dealing flexibility provisions without having to apply separately for a waiver. UCITS Q&A ID 1030 will accordingly be deleted.

• Performance fees

The Central Bank has removed the previous restriction, permitting a broader range of performance fee methodologies, including hurdle rates, fulcrum fees and other symmetrical models, in line with the ESMA Guidelines on Performance Fees. The restriction on frequency of payment has been replaced with a restriction on frequency of crystallisation, subject to specified exceptions.

• Director and DP residency requirements

The Central Bank has included reference to its discretion to impose additional residency requirements at the point of authorisation of a UCITS management company based on its nature, scale, and complexity.

Updated Guidance on Performance Fees

The updated Guidance incorporates the ESMA Guidelines on performance fees in UCITS and certain types of AIFs into the Central Bank’s regulatory framework. It applies to UCITS and to Retail Investor AIFs (“RIAIFs“) other than closed-ended RIAIFs and RIAIFs following venture capital, private equity or real estate strategies.

Key requirements of the Guidance include:

• Performance fee methodologies must be verifiable, consistently applied and proportionate to actual fund performance.
• The crystallisation frequency should not exceed once per year, aligned to 31 December or the financial year end. Exceptions apply for High-Water Mark or High-on-High models where the performance reference period equals the whole life of the fund and cannot be reset, and for fulcrum fee or other symmetrical models.
• Performance fees may only be paid where positive performance has been accrued during the performance reference period, with any prior underperformance or loss recovered first.
• Where a performance fee may be payable in a period of overall negative performance (e.g. where the fund has outperformed its benchmark but posted negative absolute returns), a prominent warning must appear in the prospectus and KID/KIID.
• Full prospectus disclosure is required, including examples of fee calculations and a risk warning regarding fees calculated on unrealised gains.

Next Steps

Managers of UCITS and RIAIFs should now review their performance fee models, constitutional documents, prospectuses, LMT frameworks and management company governance arrangements against the new Central Bank UCITS Regulations and the updated Guidance. In particular, attention should be paid to the new NAV-based fee disclosure obligation and the revised performance fee crystallisation and methodology rules.

For more information and advice on the publications, please contact any member of our Asset Management and Investment Funds Group.