AIF APPLICATIONS FOR AUTHORISATION

Application requirements for AIF - Information and document requirements of the Central Bank in support of an application for authorisation as a unit trust, common contractual fund, investment company or investment limited partnership

i. General Information required for AIFs

An application for authorisation of an AIF shall be made in writing to the Central Bank. Applications must contain the following information:

1. The name of the Retail Investor AIF/Qualifying Investor AIF;

2. A statement of the general nature of the investment objectives of the Retail Investor AIF/Qualifying Investor AIF;

3. The prospectus;

4. The full name and address of the proposed AIFM of the Retail Investor AIF/Qualifying Investor AIF and the identity of and contact details for its competent authority;

5. The full name and address of the proposed management company, if any;

6. The full name and address of the proposed depositary;

7. The full name and address of the proposed investment manager, if it is different from the management company, AIFM, investment company or general partner and a copy of the relevant agreement with the investment manager. Where the proposed investment manager is not one of the entities listed in paragraph 1 of the Central Bank’s guidance on investment managers/investment advisers, sufficient information concerning the investment manager to enable the Central Bank to be satisfied as to its expertise, integrity and adequacy of financial resources. This information must include, inter alia, details of shareholders, latest audited accounts and details of the overseas regulatory status (if any);

8. The full name and address of the proposed auditor;

9. The full name and address of any third party which will be contracted by the Retail Investor AIF/Qualifying Investor AIF, or management company acting for the Retail Investor AIF/Qualifying Investor AIF, to carry out its work and copies of the relevant agreements with the third party. Sufficient information concerning any third party involved to enable the Central Bank to be satisfied as to its expertise, integrity and adequacy of financial resources. This information must include, inter alia, details of shareholders, latest audited accounts and details of overseas regulatory status (if any);

10. Such additional information as the Central Bank may specify in the course of determining individual applications.

ii. Unit Trusts and Common Contractual Funds

An application for authorisation of a unit trust or common contractual fund shall be made in writing to the Central Bank by the full AIFM and the management company and depositary. Applications must contain the following additional information:

1. The trust deed or deed of constitution;

2. A copy of the depositary agreement, in the case of a common contractual fund.

iii. Investment Companies

An application for authorisation of an investment company shall be made in writing to the Central Bank by the investment company. Applications must contain the following additional information:

1. The memorandum and articles of association;

2. The names of the directors and the company secretary;

3. A copy of the agreement between the company and the depositary.

iv. Investment Limited Partnerships

An application for authorisation of an investment limited partnership shall be made in writing to the Central Bank by the proposed general partner(s). Applications must contain the following additional information:

1. The partnership agreement;

2. The address of the registered office and the principal place of business of the investment limited partnership;

3. The term, if any, for which the investment limited partnership is entered into or, if for unlimited duration, a statement to that effect and the date of its commencement;

4. The full name and address of the person proposed under the partnership agreement as general partner and, if more than one, of each of them;

5. A copy of the agreement between the partnership and the depositary;

6. A statement signed by the proposed general partner in accordance with section 8(4) of the Investment Limited Partnership Act 1994.

v. Requirement for Authorisation

1. A Retail Investor AIF/Qualifying Investor AIF may not be established in Ireland without prior approval by the Central Bank of the arrangements made under which the Retail Investor AIF/Qualifying Investor AIF is to be operated.2. An umbrella Retail Investor AIF/Qualifying Investor AIF which has been authorised by the Central Bank must obtain the Central Bank’s prior approval for each sub-fund. Details of proposed sub-funds, and the amendment or supplement to the prospectus which will set out the investment objectives and policy for the new sub-funds, must be submitted for approval. Applications for new sub-funds of umbrella Retail Investor AIFs/Qualifying Investor AIFs (see section below titled ‘Application process for Qualifying Investor AIF’) require the submission of a completed application form, which includes appropriate confirmation in relation to the contents of the relevant documentation.

Application process for AIF

Derogations

1. In the event that a Retail Investor AIF/Qualifying Investor AIF intends to seek derogations from provisions of the AIF Rulebook, or from general policies applicable to Retail Investor AIFs/Qualifying Investor AIFs, requests for derogations must be made in good time to allow these be addressed by the Central Bank in advance of applications for authorisation.Details of derogations granted must be included in the application form.2. Proposals which have novel or other unusual features must be discussed with the Central Bank in advance of the submission of formal applications.

Application process for Retail Investor AIF

General

1. The application must be made by the AIFM together with the management company / investment company or general partner and, in the case of unit trusts and common contractual funds, the depositary.

2. Complete applications must be submitted to:

The Head of Funds Authorisation Division
Central Bank of Ireland,
New Wapping Street,
North Wall Quay,
Dublin 1,
D01 F7X3.

3. The Central Bank expects that the board of directors of management companies, general partners and investment companies will include directors who have experience in relation to the organisation of Retail Investor AIFs. All directors, including new directors to existing management companies, must be approved in advance of the application.

4. An on-line Individual Questionnaire must be completed in respect of each director appointment, including directors who were previously approved as a director to a Retail Investor AIF or to a Retail Investor AIF service provider. Accordingly, all proposed directors must complete the on-line Individual Questionnaire at least 20 working days in advance of the proposed authorisation date for the Retail Investor AIF.

5. In the event of a name change of any of the previously approved/cleared parties to the Retail Investor AIF, notification of the change, together with evidence of change of name, must be provided to the Central Bank prior to the application for approval. Changes of address should be notified.

Post Authorisation Amendments

1. In general, amendments to Retail Investor AIF documentation, post authorisation, will not be approved without receipt of a completed application form, which includes appropriate confirmation in relation to the amendments.

Application process for Qualifying Investor AIF

Introduction

1. The Central Bank will authorise a Qualifying Investor AIF on receipt of a complete application provided that:

(a) the parties involved are approved by the Central Bank in advance of the application and meet the necessary approval criteria set out in the AIF Rulebook; and

(b) appropriate confirmation is received in relation to the contents of the relevant documentation.

2. This section provides information in relation to the authorisation procedure and in relation to various matters relevant to the operations of Qualifying Investor AIFs. The application forms are available from the Central Bank’s website: www.centralbank.ie

Applications

1. An application for authorisation as a Qualifying Investor AIF can only be made where the:

(a) Management company;

(b) General partner;

(c) AIFM;

(d) Directors in the case of an investment company;

(e) Depositary;

(f) Other service providers (fund administrator, investment manager) have been approved/cleared by the Central Bank in advance of the application.

2. An application for authorisation must be made in writing specifying the legislation under which authorisation is required. The letter of application must be accompanied by the standard application form, duly completed and all relevant documentation.

3. The application must be made by the AIFM together with the investment company or management company or general partner and depositary as appropriate.

4. Complete applications must be submitted to:

Head of Funds Authorisation Division
Central Bank of Ireland,
New Wapping Street,
North Wall Quay,
Dublin 1,
D01 F7X3.

5. Applications must be clearly identified as Qualifying Investor AIF applications, for the attention of Qualifying Investor AIF Authorisation.

6. Applications must be completed honestly and with due care. Where the applicant has a doubt as to whether to disclose any matter in the application, it must either disclose the matter or seek prior guidance from the Central Bank.

7. Applications, including applications for approval of new sub-funds of existing umbrella Qualifying Investor AIFs, must be filed no later than 3pm on the business day before the proposed date of authorisation or approval. Where applications are not in full compliance with the Central Bank’s requirements, authorisation or approval will not proceed. Late and/or incomplete applications will be returned in order that documents may be re-dated or otherwise amended as necessary.

8. Letters of authorisation or approval will issue by close of business on the day of authorisation or approval.

Pre-clearance

1. All parties to the Qualifying Investor AIF must have been authorised or otherwise deemed acceptable to the Central Bank prior to the application for authorisation.

2. The Central Bank expects that the board of directors of management companies and investment companies will include directors who have experience in relation to the organisation of Qualifying Investor AIFs. All directors, including new directors to existing management companies, must be approved in advance of the application.

3. An on-line Individual Questionnaire must be completed in respect of each director appointment, including directors who were previously approved as a director to a Qualifying Investor AIF or to a Qualifying Investor AIF service provider. Accordingly, all proposed directors must complete the on-line Individual Questionnaire at least 5 working days in advance of filing the Qualifying Investor AIF application.

4. In the event of a name change of any of the previously approved/cleared parties to the Qualifying Investor AIF, notification of the change, together with evidence of change of name, must be provided to the Central Bank prior to the application for authorisation. Changes of address can be notified by way of the application form.

Post Authorisation Amendments

1. Amendments to Qualifying Investor AIF documentation post authorisation must be notified to the Central Bank by submitting an application form, duly completed including appropriate confirmation in relation to the amendments, and all relevant documentation.

2. The post authorisation application must be made by the AIFM and the investment company or management company or general partner as appropriate.

3. Complete applications must be submitted to:

Head of Funds Authorisation Division
Central Bank of Ireland,
New Wapping Street,
North Wall Quay,
Dublin 1,
D01 F7X3.

4. Applications must be clearly identified as Qualifying Investor AIF post-authorisation applications, for the attention of Qualifying Investor AIF Post-Authorisation.

5. Applications must be completed honestly and with due care. Where the applicant has a doubt as to whether to disclose any matter in the application, it must either disclose the matter or seek prior guidance from the Central Bank.

6. Applications must be filed no later than 3pm on the business day before the proposed date of noting by the Central Bank. Where applications are not in full compliance with the Central Bank’s requirements noting will not proceed. Late and/or incomplete applications will be returned in order that documents may be re-dated or otherwise amended as necessary.

7. Letters of noting will issue by close of business on the day of noting.

Issued: 3 July 2013

Latest revision: 3 July 2013