PRIIPs KID for UCITS Retail Investors looming, but duplication can be avoided.
With effect from 1 January 2023, the European Union (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 2022 (S.I. 262 of 2022) (UCITS Amending Regulations) provide that the production of a PRIIPs ‘key information document’ (PRIIPs KID) by a UCITS will satisfy the obligation to also produce a UCITS ‘key investor information document’ (UCITS KIID).
The aim of the UCITS Amending Regulations is to overcome duplicating requirements to provide both a UCITS KIID and a PRIIPs KID for the same financial product.
UCITS also qualify as packaged retail investment and insurance products (PRIIPs). Under Article 5 of Regulation (EU) No 1286/2014 on key information documents for packaged retail and insurance-based investment products (PRIIPS Regulation), a UCITS management company is required to publish a pre-contractual document called a PRIIPs KID on its website, prior to marketing such UCITS to EEA retail investors (i.e. to any investor within the EEA that does not meet the ‘professional client’ definition under the MiFID rules).
UCITS were given a temporary exemption from the requirement to produce a PRIIPs KID until 31 December 2021 (UCITS Exemption) and, in December 2021, two further pieces of ‘quick-fix’ legislation were introduced:
The UCITS Amending Regulations amend the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (S.I. No. 352 of 2011), to give effect to the UCITS Amending Directive in Ireland.
As such, while from 1 January 2023 the UCITS Exemption will no longer apply and UCITS will be obliged to produce a PRIIPs KID for their EEA retail investors, they will only be obliged to produce a PRIIPs KID and will not also have to produce a UCITS KIID.
For non-retail investors, UCITS can choose to issue either a UCITS KIID or a PRIIPs KID.
From 1 January 2023, UCITS management companies will be required to produce PRIIPs KIDs for all of their sub-funds distributed to EEA retail investors at share class level. The UCITS KIID is effectively being replaced by a more data-centric PRIIPS KID in respect of EEA retail investors.
While both the UCITS KIID and PRIIPS KID include information on charges, risk and investment profile, they also contain significant differences, for example, as regards costs disclosures, calculation methods and the technical standards required by the applicable regulations.
It is the PRIIPs Level 2 regulatory technical standards (RTS) that will apply. In March 2022, the European Commission put forward a further ‘quick fix’ proposal to delay the application of amendments to the RTS (set out in Commission Delegated Regulation (EU) 2021/2268), to 1 January 2023 (instead of 1 July 2022 as originally prescribed), in alignment with the end of the UCITS Exemption.
UCITS management companies must ensure that, from 1 January 2023, the pre-contractual information document provided to EEA retail investors complies with the more data-centric requirements for a PRIIPs KID.
To ensure a smooth transition in 2023, UCITS management companies need to prepare now for the migration of their in-scope funds-under-management from UCITS KIIDs to PRIIPs KIDs, and undertake a transition project to encompass the required data gathering and testing of calculations and methodologies. Key will be identification of the changes to disclosure requirements and data points, including the systems and service providers to be used to address the added complexity associated with PRIIPs KIDS. This will in turn result in an increased workload and costs.
UCITS management companies will also need to ensure that all PRIIPs KIDs are approved in advance of their publication, and that the new documentation requirements are relayed throughout their UCITS’ EEA retail distribution channels.
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