Dillon Eustace Checklist 2

External Irish Domiciled Registered AIFM

A ‘Registered AIFM’ is an AIFM which only acts as AIFM to AIFs which are smaller than a threshold size set out in the AIFMD. Registered AIFMs are not required to comply with all the regulatory requirements with which an ‘Authorised AIFM’ must comply. However, Registered AIFMs must still comply with those provisions of the AIFM Regulations (and Level 2 Regulations) imposed by the Central Bank of Ireland and which are outlined in the Central Bank’s AIF Rulebook.

It is important to note that the Central Bank currently only permits QIAIF’s to appoint a registered AIFM for a period of two years post establishment (the “Transitional Period”). After the Transitional Period, the QIAIF must appoint an authorised AIFM.

Note also that a Registered AIFM will not be able to avail of the AIFMD cross-border marketing passport and therefore it may only market those AIF’s under its management on a private placement basis.

The below checklist is an overview of the documents required in order to seek approval to act as an Irish domiciled Registered AIFM. Further specific documentation may be required on a case-by-case basis.

An entity seeking to be registered as an AIFM in Ireland must submit an application to the Central Bank containing information and documentation regarding its regulatory status and details of the AIF’s under management.

Irish Domiciled Registered AIFM Application

The documentation required for the QIAIF application is as follows:

Material Documents

1.

Central Bank Application for Registration as Alternative Investment Fund Manager

An application form detailing the identity of the proposed AIFM and providing information regarding the AIFs under management must be completed and submitted by the AIFM. A copy of the application form may be obtained on the Central Bank website.

Dillon Eustace can assist with the completion of this form.

2.

Policies and Procedures

The Central Bank have prescribed a number of organizational requirements which are applicable to registered AIFM’s. Documented policies and procedures in respect of these matters are required. Such matters include (i) the monitoring of assets under management (“AUM”); and (ii) AIFMD Reporting.

A sample Monitoring of Assets Under Management Policy may be accessed via this [LINK].

3.

Individual Questionnaires

The Central Bank will need to approve each individual that it is proposed will act as a director of the AIFM as well as each individual who has a direct/indirect holding in the AIFM which represents 10% or more of the capital/voting rights in the AIFM and any other individual who is in a position to exercise significant influence over the management of the AIFM. As part of the approval process an individual questionnaire must be completed by each director of the AIFM and submitted to the Central Bank. The individual questionnaire is a comprehensive document and requires a high level of detail in respect of each director such as career history, directorships and qualifications, business interests and references. This individual questionnaire is completed on-line and a copy may be obtained on the Central Bank website.

Dillon Eustace can provide guidance on this application process

4.

Fitness and Probity/Director Letter of Appointments

Pursuant to the Central Bank’s Fitness and Probity Standards (the “F&P Standards”), a director of an AIFM is prescribed as a pre-approved controlled function (“PCF”). Accordingly, in addition to the fact each director needs to complete and submit an individual questionnaire to the Central Bank (as described above), the AIFM must also satisfy itself that the director is fit and proper for the role. It is therefore necessary for the AIFM to carry out due diligence checks on the director and to seek certain confirmations within a letter appointing the director. Dillon Eustace, as legal advisors, assist in the compilation of the due diligence checks and the letters of appointment.

The fitness and probity documentation must be maintained by the AIFM in readily accessible form so that the Central Bank can inspect it upon request.

5.

Memorandum and Articles of Association

This is the constitutional document of the AIFM which sets out the internal rules for the AIFM. The memorandum and articles of association of the AIFM must be sufficiently wide to operate in accordance with AIFMD and the conditions imposed by the Central Bank.

6.

Certificate of Incorporation

This is a document issued by the companies registration office in Ireland confirming the AIFM has been incorporated pursuant to Irish company legislation. A unique company number appears on the certificate of incorporation. A certified copy of the certificate of incorporation must be provided to the Central Bank during the approval process in order to demonstrate the AIFM has been incorporated.


Additional Considerations:

7

Company Secretary

The AIFM will be required to have a company secretary. The company secretary’s duties revolve around seeing that a company complies with the Irish Companies Acts, its own regulations and the law in general. The company secretary is responsible for completion and filing of the necessary statutory forms with the Irish companies registration office, convening meetings of the board of directors and maintaining the minutes of board meetings.

A letter of appointment should be in place between the AIFM and the company secretary.

8

Central Bank Online Reporting System – System Administrator

The Central Bank requires AIFM to submit reporting with regard to the AIF’s under management at specified intervals. The information is submitted via the Central Bank’s Online Reporting System (“ONR”). A System Administrator with respect to the ONR is required to be appointed.

This is usually someone within the AIFM’s organisation or alternatively, could be a third party service provider appointed for the purpose.

9.

Other Agreements and Documentation

It may be necessary for the AIFM to make other appointments in order to meet its regulatory requirements. Common agreements of this nature include, AIFMD Reporting Services Agreement or an External Valuation Agent Agreement.

The Registered AIFM may also put in place a programme of activity type document. Although this is not required to be submitted to the Central Bank for review and clearance, it serves to document the activities and oversight procedures of the Registered AIFM.

Any additional agreements which are required by the AIFM can be reviewed and negotiated in conjunction with your legal advisor.