Non-UCITS Funds / AIFM
The Alternative Investment Fund Managers Directive ("AIFMD") came into force in Ireland on 22 July 2013. AIFMD introduced a common regulatory regime for alternative investment funds ("AIFs") (i.e. non-UCITS funds) in the European Economic Area ("EEA") with a view to increased investor protection and to enable European regulators to obtain increased information in relation to such AIFs being marketed into the EEA to assist their monitoring of systemic risk issues. Ireland is widely recognised as the leading European centre for alternative investment funds and services over 43% of all hedge fund assets globally, with €300 billion of assets being held in Irish domiciled AIFs, €225 billion of which is in Qualifying Investor AIFs ("QIAIFs").
The Irish regulatory regime was already aligned with many of the key requirements of AIFMD. Irish regulated AIFs, for example, were already required to have an independent depositary and they are administered and valued by entities authorised and supervised by the Central bank of Ireland. The Central Bank of Ireland further ensured that the Irish regulatory regime for AIFs was AIFMD compliant by publishing its AIF Rulebook in July 2013 (replacing the old series of Non-UCITS Notice and Guidance Notes).
AIFs are not bound by an equivalent of UCITS harmonised investment restrictions and represent a more flexible option for some managers. The investment restrictions are instead set according to the target investor type, with the certain restrictions applicable to funds targeting retail investors (i.e. RIAIFs) which are disapplied for funds targeting sophisticated and institutional investors (i.e. QIAIFs).
Qualifying Investor AIFs
The QIAIF is a well established, regulated investment fund vehicle that addresses the flexibility and speed to market requirements of sophisticated investors.
The QIAIF is the most adaptable category of Irish regulated fund. As the QIAIF structure provides a high level of structuring flexibility, as well as a fast-track authorisation process, it is the structure used most frequently for hedge funds, fund of hedge funds, private equity funds, real estate funds and master feeder structures. One trade-off to this flexibility is that the Central Bank restricts its availability to only sophisticated / professional investors, by applying minimum subscription and investor eligibility requirements.
QIAIF structure and benefits:
- QIAIFs are collective investment schemes established pursuant to the Irish investment fund legislation;
- 24-hour Central bank approval process, which facilitates speed to market;
- Removal of the Central Bank's general conditions relating to investment policies, borrowing and leverage; and
- The "AIFMD passport" - This distribution facility enables EU AIFMs to create a single EU product rather than having to establish the same product on a jurisdiction by jurisdiction basis.
A retail investor AIF ("RIAIF") may be marketed to retail investors and is not subject to any minimum subscription requirements. The trade-off is that the Central Bank imposes certain investment restrictions and diversification requirements. The RIAIF is also subject to the pre-approval by the Central Bank, whereby it will review the proposed RIAIF's custody arrangements, investment restrictions and prospectus disclosures to ensure compliance with the AIF Rulebook. The RIAIF is designed to be a balance between the UCITS and QIAIF regimes, for products intended for retail investors but which cannot fully meet the onerous investment restrictions and diversification requirements of the UCITS framework. Accordingly, in practice the natural fit for Irish hedge funds is the QIAIF.
Distribution of AIFs
AIFMD permits authorised EU AIFMs to market their EU AIFs via the marketing passport. Subject to ESMA analysis and ultimate approval, this may be extended to EU AIFMs with Non-EU AIFs and/or Non-EU AIFMs with EU or Non-EU AIFs from 2015. Until such time these managers will have to rely on private placement regimes in compliance with local implementing the provisions of AIFMD. Further details on our services supporting the global distribution of AIFs by way of passport or private placement are available in the Global Registration Services section of the website.
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