IRELAND Law and Practice Contributed by: Nicholas Blake-Knox, Jonathan Sheehan, Damien Barnaville and Joe Mitchell, Walkers
ELTIFs can be marketed across the EU with a passport to both professional and retail inves - tors, subject to the notification process in the AIFMD without being subject to additional national requirements. Additional safeguards are applied to the distribution and marketing of ELTIFs to retail investors. The CBDR, in conjunction with ESMA’s guide - lines on marketing communication requirements, provides that all marketing communications addressed to investors should be identifiable as such and should describe the risks and rewards of purchasing units or shares of an AIF in an equally prominent manner. It also states that all information included in marketing communica - tions needs to be fair, clear and not misleading. Although RIAIFs may be marketed to retail inves - tors in Ireland, they may only be marketed to pro - fessional investors in other EU member states using the AIFMD marketing passport. Certain EU member states may permit the marketing of AIFs to retail investors where additional steps are complied with, but this differs by jurisdiction on a case-by-case basis. RIAIFs must appoint a fully authorised AIFM, and non-EU managers or registered AIFMs are prevented from manag - ing RIAIFs. Aside from ELTIFs, which may avail of the cross- border marketing passport to retail investors, the marketing of retail AIFs not domiciled in Ireland is permitted in limited circumstances, but an application must be submitted to the Central Bank before any marketing takes place. 2.3.8 Marketing Authorisation/Notification Process The marketing of EEA AIFs (including Irish AIFs) to professional investors (and also to retail inves - tors in the case of an ELTIF) in Ireland benefits
from the notification process to the AIFM’s home state competent authority, as contemplated under the AIFMD and transposed into Irish law. An Irish AIFM seeking to market an AIF author - ised in the EEA should submit a notification to the Central Bank in accordance with Regula - tion 32 of the AIFM Regulations. A non-Irish EU AIFM seeking to market in Ireland a non-Irish AIF authorised in the EEA should submit a notifica - tion to its own competent authority. Upon the transmission of the notification file to the Cen - tral Bank, the AIFM may commence marketing in Ireland. An Irish AIFM or an AIFM authorised in another EEA member state seeking to market a non-EEA AIF in Ireland should submit a notifi - cation in accordance with Regulation 37 of the AIFM Regulations. A non-EEA AIFM seeking to market AIFs in Ireland should submit a notifi - cation in accordance with Regulation 43 of the AIFM Regulations. The Central Bank does not impose additional requirements in relation to passported EEA AIFs other than those laid down in the AIFMD. The Central Bank does not impose local service pro - vider requirements, such as a local representa - tive and/or paying agent, nor does it levy any regulatory fees (either initial or ongoing) to avail of marketing rights under the passport. 2.3.9 Post-Marketing Ongoing Requirements The AIFM must give written notice of a material change to any of the particulars communicated in the original passport notification to the com - petent authorities of its home member state at least one month before implementing a planned change or, where it is not possible to do so, immediately after such an unplanned change has occurred.
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