As a manager of an investment institution or UCITS, do you offer units to non-professional investors? If so, you must provide new unit-holders with an information document. This is either a Key Investor Information Document (KIID) or a Key Investor Document (KID). Although the KIID and KID are similar in name and have the same purpose, they are very different documents in terms of content.
As of 31 December 2022, the KIID requirement expired. All managers of investment funds and UCITS offering units to non-professional investors must have an KID since then. The substantive requirements for KIDs have also changed.
Among other things, these changes imply that managers of all investment funds and UCITS offered to non-professional investors will have to have KIDs that comply with the amended requirements by 1 January 2023. For managers who were also previously required to have KIDs now, this means that they will have to amend this KIDs in various respects.
In this article, we will tell you more about the changes to the KID and the impact this will have.
Background
Under European regulations, UCITS managers have already been required since 1 July 2011 to provide a Key Investors Information Document (KIID) when offering the UCITS to retail investors. This is a standardised document that must include, among other things, information on costs and key risks. The Dutch legislator has stipulated that managers of investment institutions with an AIFMD licence that fall under the Dutch ‘top-up retail regime’ must also provide a KIID to investors.
In addition, the European legislator has issued the so-called PRIIPS Regulation which entered into force in 2018. Under the PRIIPS Regulation, providers of ‘packaged investment products’ offered to non-professional investors must provide a Key Information Document (KID). The content of the KID has very detailed and, in parts, very complex requirements.
Units in investment institutions should be considered a packaged investment product. Providers of investment institutions are therefore in principle obliged to provide a KID to non-professional investors. Investment fund managers and UCITS were exempted from this obligation insofar as they were already obliged to provide a KID to investors. In fact, therefore, until 31 December 2022, the KID obligation applied in particular to a limited group of investment institutions, namely managers offering investment institutions to retail investors but to which the top-up retail regime did not apply. In particular, this concerns investment institutions offered to non-professional investors at a deposit of more than EUR 100,000, the so-called 100k+ regime. Such investment institutions are in many cases offered by AIFMD-light managers.
As of 31 December 2022, the regulations changed and the KIID requirement expired. From 1 January 2023, all investment fund and UCITS managers must provide a KID when offering investment funds to non-professional investors. This means, among other things, that UCITS managers and (authorised) AIFMD managers must replace the KIID with the KID.
Adjusted requirements
In the process, the substantive requirements for a KID have been adjusted and expanded in many respects. As of January 2023, delegated regulation 2017/653, which contains the detailed and in parts very complex requirements, will be amended. This will be done through delegated regulation 2021/2268. Originally, delegated regulation 2021/2268 was supposed to come into force as early as 1 July 2022, but this has been postponed to 1 January 2023.
The reason for adjusting the KID requirements is that the European Commission and European financial supervisors considered that, in parts, the KID did not provide sufficient insight into, among other things, the characteristics, costs and risks of investment institutions.
The changes introduced by Delegated Regulation 2021/2268 are quite extensive. They result in investment fund managers who previously already had an KID having to adapt the document in many parts.
Examples of new information to be included in the KID are:
- A description of the risk and return profile
- Information on the (legal) status of the investment institution and the name of the depositary
- More explicit references to the prospectus and website
- More specific information on the investment policy and benchmark used
- Additional information to be included when the investment institution has different investment compartments or share classes, when there is a fund-of-fund or a feeder.
Furthermore, the annexes to Delegated Regulation 2017/653 have been updated. In particular, this concerns the rules on the calculation of the performance scenarios to be included in the KID and their presentation in the KID, as well as the rules on the calculation of the costs incumbent on the investment institution and their presentation in the KID.
In conclusion
The changes to the content of the KID have been little publicised to date. Nevertheless, these changes may be quite impactful in parts.
For investment fund managers who were previously required to have a KID such as many AIFMD-light managers, the impact of the new regulations is the greatest. They must have their KIDs adapted to the changed requirements by January 2023. To do this properly, it is necessary to first determine in which areas new or different requirements have been imposed. This analysis and the actual adaptation of KIDs will take time.
Projective Group can support you in identifying the regulatory changes for KIDs and determining the impact this will have for you. Please contact us for this without any obligation.
