Applications for Investment Manager, Investment Adviser and/or Non-EU AIFM

Clearance of Investment Managers

In accordance with the provisions of the UCITS Directive and AIFM Directive, where an investment fund proposes to delegate the investment management function, the mandate may only be given to entities which are authorised or registered for the purpose of asset management and subject to prudential supervision in the relevant jurisdiction.  Where the proposed investment manager is not located in Ireland, and instead is based in a third-country, cooperation between the supervisory authorities in both jurisdictions must be ensured.  Supervisory cooperation generally takes the form of a memorandum of understanding between the relevant jurisdictions.

Where the firm is regulated in a jurisdiction not yet considered by the Central Bank of Ireland (the “Central Bank”), it should be demonstrated, by way of a formal submission, that the regulatory regime for asset management in the relevant jurisdiction is comparable to the model of prudential regulation applicable to firms included in categories 1 to 4 below.   The Central Bank has accepted the following jurisdictions as having a comparable regulatory regime:  Abu Dhabi, Australia, Bahamas, Bermuda, Brazil, Canada, Dubai, Guernsey, Hong Kong, India, Japan, Jersey, Malaysia, Qatar, Singapore, South Africa, South Korea, Switzerland, the United States and the United Kingdom.

Applications for clearance to act as an Investment Manager may take two forms;

1. Non EU Based Applicants

To apply for appointment as an investment manager to an Irish investment fund, the applicant must complete the online application process and submit all relevant documentation outlined in this document.  Please note that the Central Bank may request additional information in some cases but this will be communicated to the relevant applicant.

Where an investment manager is located outside of Ireland, the Central Bank must be satisfied that the firm is appropriately regulated in its home state. Specifically, the firm must be authorised and subject to prudential regulation by its national competent authority (“NCA”). The online application for clearance must include contact details for the relevant NCA. 

Information concerning the applicant’s expertise, integrity and adequacy of financial resources is also required to be submitted as part of the online application. This information should include, inter alia, background details and experience, organisational structure, to include details of shareholders, assets under management and latest audited financial statements.

Each application must include an attestation letter from the management company (where one has been designated to act in respect of a particular fund) and in the absence of any such designation, the board of the fund itself which the investment manager is proposing to act for. The attestation letter must confirm that due diligence has been performed on the proposed investment manager and include the following at a minimum:

  1. Confirmation of the regulatory status and background of the investment manager to ensure they are appropriately regulated and supervised and are not subject to legal proceedings;
  2. Confirmation that a review of the financial information has been completed to ensure the investment manager has the required level of share capital and has no contingent liabilities;
  3. Confirmation that a review of the resources, systems and procedures of the investment manager have been completed to ensure that they are sufficient to adequately carry out all the functions delegated to it; and
  4. A confirmation that they are in a position to effectively monitor the investment manager’s compliance with the relevant fund documentation and all regulatory and legislative requirements in this regard.

Where a management company (where one has been designated to act in respect of a particular fund) and in the absence of any such designation, the board of the fund itself cannot provide confirmations at (1) or (2) above, but is of the view that this does not that affect the suitability of or the performance of the investment management activities by the investment manager, such applications will be considered on a case by case basis as part of a more detailed review process.  A full explanation for why the relevant confirmation(s) cannot be provided should be included.

2. EU Based Applicants

Investment managers which are one of the following entities will not usually be subject to an additional regulatory review process by the Central Bank:  

  1. UCITS management companies authorised under Directive 2009/65/EC;
  2. Investment firms authorised under Directive 2004/39/EC (MiFID) to provide portfolio management;
  3. Credit institutions authorised under Directive 2006/48/EC having the approval to provide portfolio management under MiFID; or
  4. Externally-appointed AIFMs authorised under the AIFMD.

Fast-track applications should be emailed to [email protected]. The email should include the name and registered address of the applicant, details of the applicant’s regulatory status, its home state regulator and contact details (to include name, address and email address) of the relevant contact within the home state regulator.

Clearance of Investment Advisors

The Central Bank distinguishes between an Investment Adviser with discretionary power and an Investment Advisor with no discretionary power.

Where an Investment Adviser to an investment fund will act in a discretionary capacity, the Central Bank will consider such application as an Investment Manager and the entity must comply with the regime outlined above.

Where an Investment Adviser will not act in a discretionary capacity to an investment fund, no specific Central Bank clearance of the entity is required.  In this instance, as part of the authorisation application / post-authorisation application, the applicant should submit the investment advisory agreement and the relevant IVM form, along with confirmation from the manager/directors of the investment fund that the advisers in question will act in an advisory capacity only and will have no discretionary powers over any of the assets of the investment fund.  The confirmation should also provide that the investment advisory agreement does not:

  1. provide for any discretionary management powers;
  2. conflict with regulations and conditions applicable to the relevant investment fund.

Clearance of Non-EU AIFMs 

In accordance with the Central Banks’ AIFMD QA, ID 1086, to apply for appointment as a non-EU AIFM to an Irish Qualified Investor AIF, the applicant must complete the online application process outlined in relation to Investment Managers above, and submit all relevant documentation outlined in this document. Please note that the Central Bank may request additional information in some cases but this will be communicated to the relevant applicant. The Central Bank must be satisfied that the firm is appropriately regulated by its NCA.  Specifically, the firm must be authorised and subject to prudential regulation by its NCA. The online application for clearance must include contact details for the relevant NCA. 

Information concerning the applicant’s expertise, integrity and adequacy of financial resources is also required to be submitted as part of the online application. This information should include, inter alia, background details and experience, organisational structure, to include details of shareholders, assets under management and latest audited financial statements.

Notification by Investment Managers Post-Clearance

An investment manager cleared to act for an Irish authorised fund should inform the Central Bank by email to [email protected] in advance of any upcoming changes to its:

  • Regulatory status;
  • Name; and
  • Registered address.