IRELAND Law and Practice Contributed by: Nicholas Blake-Knox, Jonathan Sheehan, Damien Barnaville and Joe Mitchell, Walkers
units/interests. Typically, classes of shares/units/ interests are issued to allow for different fee arrangements, different minimum subscription amounts, different currencies and/or different distribution arrangements within the same sub- fund. The legislative regime enables the assets and liabilities of each sub-fund of an umbrella investment fund established as an investment company, ICAV, unit trust, CCF or ILP to be segregated from the assets and liabilities of the other sub-funds of that umbrella, meaning that the liabilities of a sub-fund are discharged solely from the assets of that sub-fund. A sub-fund of an umbrella fund is not a separate legal entity, but an umbrella fund may sue and be sued in respect of a particular sub-fund. General QIAIF and RIAIFs can typically be structured as either open-ended, open-ended with limited liquidity or closed-ended. Open-ended QIAIFs provide redemption facilities on at least a quar - terly basis. QIAIFs that offer redemption and/ or settlement facilities on a less than quarterly basis or have the ability to implement a redemp - tion settlement period of more than 90 days are categorised as open-ended with limited liquidity. There are certain restrictions on the liquidity pro - file of Irish AIFs. For example, a loan-origination QIAIF must be closed-ended, and the Central Bank will only authorise property funds struc - tured as (i) closed-ended or (ii) open-ended with limited liquidity, as per the Central Bank’s AIF Rulebook. ELTIFs are categorised as (i) closed-ended or (ii) open-ended with limited liquidity pursuant to Regulation (EU) 2015/760 as amended by (EU) 203/606 (the ELTIF Regulation).
Where an AIF is established as an investment company, it is required to spread investment risk. To meet this requirement, the RIAIF must comply with a series of investment and con - centration limits in the AIF Rulebook, which are similar to those contained in UCITS legislation, albeit slightly less restrictive. The AIF Rulebook provides that a RIAIF may derogate from com - plying with certain investment restrictions for six months following the date of its launch, provided that it complies with the principle of risk spread - ing. Master-feeder structures can be established for a variety of reasons, such as to cater for the different tax reporting requirements of certain categories of investors, including US taxable persons, non-US investors and US tax-exempt investors. AIFs are increasingly established in Ireland to act as the master fund in master-feeder structures, which include an Irish feeder fund for European investors alongside feeder funds that are domi - ciled in other jurisdictions – eg, Delaware or the Cayman Islands. The use of an Irish master fund in the structure enables the passporting of the Irish master and/or Irish feeder fund throughout Europe using the Alternative Investment Fund Managers Directive (AIFMD) marketing passport. The majority of investment managers and invest - ment advisers appointed to act for Irish funds are domiciled in other jurisdictions, as the port - folio management activities are often performed outside of Ireland. However, the number of Irish- domiciled investment managers and investment advisers is on the rise, and such entities are gen - erally structured as private companies limited by shares. It is also possible for the alternative investment fund manager (AIFM) to retain port - folio management responsibilities; this is a rela -
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