IRELAND Law and Practice Contributed by: Nicholas Blake-Knox, Jonathan Sheehan, Damien Barnaville and Joe Mitchell, Walkers
lio management, and to externally appointed AIFMs, UCITS management companies or credit institutions authorised under Directive 2006/48/ EC with approval to provide portfolio manage - ment under MiFID. The fast-track application process is not avail - able to non-EU entities, including UK-based entities. Non-EU-based entities must submit an application to the Central Bank prior to being appointed to act as a discretionary investment manager for Irish investment funds. An entity cleared to act as an investment man - ager for Irish investment funds is required to notify the Central Bank in advance of a change of name, registered address or regulatory status. 2.3.4 Regulatory Approval Process Please see 2.1.2 Common Process for Setting Up Investment Funds for details of the appli - cable Central Bank fast-track processes for the authorisation of certain AIFs. This process also applies to the approval of new sub-funds of existing umbrella funds, and to amendments to the investment fund’s documentation post- authorisation. 2.3.5 Rules Concerning Pre-Marketing of Alternative Funds The AIFM Regulations provide for pre-marketing in Ireland in accordance with the Cross-Border Distribution Directive ((EU) 2019/1160) (CBDD), whereby an EU AIFM or certain third parties on behalf of an EU AIFM can engage in the provi - sion of information or communication, directly or indirectly, on investment strategies or invest - ment ideas in order to test the interest of Pro- fessional Investors, provided that such activity does not amount to an offer or placement to the potential investor to invest in that AIF.
The transposing legislation in Ireland did not introduce any additional regulatory measures. 2.3.6 Rules Concerning Marketing of Alternative Funds The marketing rules contained in the AIFMD apply to entities seeking to market AIFs in Ire - land. The AIF Rulebook and other Central Bank guidance provide additional information on the marketing of AIFs to investors in Ireland. Fur - ther requirements have been introduced by the framework for the cross-border distribution of investment funds – consisting of the Cross- Border Distribution Regulation ((EU) 2019/1156) (CBDR) and the CBDD – including in relation to the pre-marketing to AIFs, marketing com - munications and local facilities arrangements. The firm carrying out the marketing activity will also need to consider whether it is performing any other regulatory activities that may need to be licensed under MiFID – eg, the provision of investment advice. 2.3.7 Marketing of Alternative Funds In accordance with the AIFMD, authorised EU AIFMs are permitted to market Irish AIFs to pro - fessional investors in EU member states using the AIFMD marketing passport. There are cur - rently no passporting rights available to non-EU AIFMs. However, marketing by non-EU AIFMs and registered EU AIFMs of Irish AIFs may be carried out under the national private placement regimes in EU member states, where those are available. Marketing retail AIFs not domiciled in Ireland to retail investors in Ireland is permitted in limited circumstances, but an application must be sub - mitted to the Central Bank before any marketing takes place.
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