IRELAND Law and Practice Contributed by: Nicholas Blake-Knox, Jonathan Sheehan, Damien Barnaville and Joe Mitchell, Walkers
ELTIF Regulation applicable to ELTIFs marketed to retail investors. QIAIFs and qualifying investor ELTIFs require a minimum subscription of EUR100,000, although exemptions can be granted to: • the fund’s manager or general partner; • any entity providing investment management or advisory services to the fund; and • a director or employee of any of the above, in certain circumstances. There is no limit on the types of investors (wheth - er retail, institutional or high net worth investors) that can invest in RIAIFs or in Retail Investor ELTIFs. 2.3 Regulatory Environment 2.3.1 Regulatory Regime The AIFMD was transposed in Ireland by the European Union (Alternative Investment Fund Managers) Regulations 2013, as amended (the “AIFM Regulations”), and is the key legislation governing AIFs in Ireland. It primarily regu - lates the AIFM as opposed to the AIF directly and is supplemented in Ireland by the Central Bank’s AIF Rulebook, its guidance on the spe - cific requirements relating to AIFs and a series of Q&As. The Central Bank is the regulatory body responsible for the initial authorisation and ongoing supervision of all Irish investment funds, whether alternative or retail investment funds. The Central Bank does not set any investment, borrowing or leverage limits for QIAIFs, except for loan origination QIAIFs and QIAIFs proposing to invest over 50% of the portfolio in directly or indirectly held Irish property assets. The Cen - tral Bank has not “gold-plated” the Irish ELTIF regime and, as such, the only product-specific restrictions applicable to Irish ELTIFs are those
set down in the ELTIF Regulation and its del - egated acts. To qualify as an ELTIF, a fund must invest in per - mitted investments and comply with the prod - uct rules prescribed in the ELTIF Regulation. and must also be subject to the requirements of the AIFM Regulations and the ELTIF chapter of the AIF Rulebook. Eligible investments for an ELTIF include debt instruments issued by a qualify - ing portfolio undertaking (QPU), loans granted by the ELTIF to a QPU, and other categories of assets such as equity or quasi-equity issued by a QPU, other European investment funds, real assets, certain simple, transparent and stand - ard securitisations and European green bonds. UCITS eligible assets are also considered to be eligible liquid assets for ELTIFs. In addition to the general rules applicable to QIAIFs contained in Part 1 of Chapter 2 of the AIF Rulebook, there are specific fund type requirements for money market QIAIFs, QIAIFs that invest more than 50% of their assets in another investment fund, closed-ended QIAIFs and loan origination QIAIFs. In addition, specific requirements are applied in respect of QIAIFs proposing to invest in Irish property assets or obtaining exposure to digital assets. As a type of AIF, RIAIFs are subject to the requirements of the AIFM Regulations and the RIAIF chapter of the AIF Rulebook. The regulato - ry regime applicable to RIAIFs is more restrictive than that for QIAIFs, but less restrictive than the UCITS regime. For example, a RIAIF may invest no more than 20% of its assets in securities that are not traded in or dealt on a regulated market, and is precluded from investing more than 20% of its assets in any one issuer (the UCITS limit for both is 10%). RIAIFs are generally obliged to ensure that they are sufficiently diversified.
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