AIF Manager

An AIF manager is an entity whose regular business is the management of one or more alternative investment fund schemes. It may be an external manager appointed by the AIF. Where permitted by the legal form it may be the governing body in which event the AIF itself is authorised as an AIFM.

An AIFM is subject to regulatory requirements under the AIF rulebook. The Central Bank has published guidance for AIF them is including in relation to

• application for authorisation
• relationship with the Central Bank
• funds management company guidance
• director time commitments industry letter

Applicants who seek approval as an AIFM should discuss their proposal with the Central Bank in advance. The Central Bank will advise the applicants of additional requirements and issues that may arise.

The applicant seeking registration as an AIFM must submit the requisite completed form and supplementary documentation. The application for authorisation includes

• the completed application
• completed individual questionnaire
• details programme of activity taking account of the guidance and fund management company guidance

Other Fund Managers

An applicant seeking registration as a fund manager to a European venture capital fund or European social entrepreneurship fund must complete the relevant application forms. Fitness and probity requirements apply. Director and senior managers must have the necessary qualification, skills, and experience to perform the duties of the position. Probity requires that they be honest fair and ethical.

There are ongoing reporting obligations. This requires annual returns together with half-yearly quarterly and monthly returns to the Central Bank. Returns are made online to the online reporting system.

Guidance and templates are furnished. There are guidance notes in relation to minimum capital requirements.

Following the audit of financial statements, the auditor must supply the Central Bank with a copy of the management letter issued to the Board of Directors. They make an annual statutory confirmation return to the Central Bank

After authorisation, there are obligations to file and obtain approval for any material changes in the original documentation and structure. Changes in shareholdings directors and managers and other key protectors must be approved.

AIF Managers

Irish AIF managers proposing to manage EU AIF’s established in another state must notify the Central Bank for approval. Particulars of the programme of operations and other information are required. If an AIF manager intends to establish a branch in another state, it must provide information as to

• the organisational structure of the branch
• names and contact details
• the responsible persons

AIF managers authorised in Ireland may passport services in the EU. If they wish to provide the services in another EU state on a stand-alone basis, the appropriate notification must be given

There are similar procedures in respect of the other fund structures, such as

• the Irish collective asset-management vehicle provided for under 2015 legislation
• the European long-term investment fund provided for under EU legislation

Fund Administrators

Fund administrators provide services such as transfer agency, net asset valuation and fund accounting in respect of Irish authorised funds both UCITS and AIF. They may also provide services to non-Irish authorised funds.

Fund administrators are subject to regulation under MiFID and or other domestic investment protection legislation. The Central Bank has issued guidance on a number of topics to assist fund administrators. They cover

• the relationship with the Central Bank
• administrators outsourcing
• own funds risk assessment and capital planning

The investment funds Q&A set out answers to queries likely to arise under the Central Bank investment firms’ regulations MIFID and MIFIR.

Applicants who seek provide services to collective investment schemes should undertake preliminary meetings with the Central Bank before making a formal application. They should discuss the proposed business. The application for authorisation requires the submission of

• application form
• completed individual questionnaire for directors and senior managers
• detailed business plan taking account of the guidance notice and completing and submitting an application

The fitness and probity obligations apply.

UCITS Management Company

A UCITS management company is a company whose regular business is collective portfolio management of UCITS funds. It must be authorised under EU directive and regulations. A self-managed investment company is an authorised UCITS investment company which has not appointed a management company. It must itself comply with the applicable requirements including as to organisation and capital.

The Central Bank has published guidance for directors of UCITS management companies, UCITS investment companies and for fund management companies.

The authorisation process is broadly similar to that for other management entities. Generally, the application should be discussed in advance with the Central Bank.

A completed application form with business plan individual questionnaire in respect of each director and senior manager should be furnished. The business plan should be informed by the guidance on organisation of UCITS management companies and fund management companies guidance published by the Central Bank.

Individual directors and senior managers must comply with the fitness and probity requirements.

Depositories

The AIF rulebook includes chapters concerning retail and other authorised investment funds depositories. The Central Bank has issued guidelines in relation to the depository’s relationship with the Central Bank.

The authorisation process for depositories is similar to that for other service providers. The applicant should discuss the proposals and the business plan in advance of making a formal application. An application is made by way of completion of

• application form
• questionnaires in respect of each director and senior manager
• detailed business plan taking account of the guidance notes on completing and submitting an application.

Applicants should consider their status under the eligibility criteria for depositories set out in the UCITS notices.