Ireland
the domicile of choice for
regulated funds




                             First for business. First for people.
Introduction




Move from lighter-regulated jurisdictions                    Going forward, there will be a greater deman...
Why choose Ireland as a domicile for your regulated funds?    1
Overview of the Irish Regulatory Environment              ...
Why choose Ireland as a
domicile for your regulated
funds?




Ireland – a world leader                                   ...
Reasons for choosing Ireland                           • Constructive regulatory environment – robust
                    ...
Overview of the Irish Regulatory
Environment




The Financial Regulator is the competent authority     Irish funds are mo...
be permissible under the UCITS regime but can
be set up as non-UCITS funds. The most popular
fund structure under the non-...
UCITS




A UCITS fund which must be open ended can avail of a “single passport” throughout the EU for the sale of its
uni...
UCITS Profile
 Investment Restrictions                     • 5/10/40 rule; A UCITS fund may invest up to 10% of its assets ...
Ireland is renowned as a centre of excellence for UCITS products. According to the Irish Funds Industry
Association (IFIA)...
Facilities must be available in the host Member State to   One of the main objectives of this proposal, is the
meet redemp...
Non–UCITS




The term Non-UCITS is generally used to describe all Irish authorised investment funds other that UCITS. The...
Non-UCITS Profile
 Approval Time                 Regulatory Approval Time:
                               QIF - 24 hours
  ...
24 Hour authorisation – How does it work?                  Who can invest in QIFs?
Since February 2007, the Financial Regu...
• The prime broker must agree to return the same        Are subsidiaries allowed with the QIF?
  or equivalent assets to t...
Other Irish products & structures




The Common Contractual Fund- the Irish pooling               located. Effectively, t...
Ireland is a recognised key centre for the domiciliation and servicing of ETF products. It also has the added
benefit of be...
Redomiciling a fund to Ireland




The requirements of the Irish Financial Regulator in           relation to the scheme o...
Amalgamation methods                                      to avoid the obligation to make a non-resident
                 ...
Taxation of Irish Funds




                                                               securities of the CCF are locat...
Tax Exemption                                             Taxation of an Irish Resident Unitholder
                       ...
Tax currently at the rate of 25% is required to be deducted by the fund
     from a distribution (where payments are made ...
Promoters who have chosen
Ireland – Top Ten




 Ireland Promoters
 Domiciled Market Share Ranking by Assets as at 30 June...
How PwC Ireland can help?




Audit Services                                               Advisory Services
             ...
Appendices
Appendix 1




Non-UCITS investment restrictions                             4, In the case of an equity exchange index tr...
7, A fund may acquire the units of other open-ended       9, A fund is permitted to engage, to a limited extent,
   collec...
Appendix 2




UCITS & Non-EU subsidiaries                                • The prospectus must disclose; the name of the
...
PwC Investment Management
Contacts - Ireland




Olwyn Alexander                                        Tony Weldon
Tel: +...
This publication has been prepared as a guide only. In the interests of brevity and clarity, detailed information may be o...
pwc.com/ie
© 2009 PricewaterhouseCoopers. All rights reserved. “PricewaterhouseCoopers” refers to the
network of member fir...
Regulated Funds In Ireland Ucits Non Ucits
Upcoming SlideShare
Loading in...5
×

Regulated Funds In Ireland Ucits Non Ucits

4,030

Published on

0 Comments
2 Likes
Statistics
Notes
  • Be the first to comment

No Downloads
Views
Total Views
4,030
On Slideshare
0
From Embeds
0
Number of Embeds
0
Actions
Shares
0
Downloads
0
Comments
0
Likes
2
Embeds 0
No embeds

No notes for slide

Regulated Funds In Ireland Ucits Non Ucits

  1. 1. Ireland the domicile of choice for regulated funds First for business. First for people.
  2. 2. Introduction Move from lighter-regulated jurisdictions Going forward, there will be a greater demand from investors and regulators for more transparent and The global financial crisis has exposed a series of highly regulated products. With this will be a move vulnerabilities in the global financial system that need to from the lighter-regulated jurisdictions to regulated be addressed in order to reaffirm trust and confidence jurisdictions such as Ireland. Particularly, in the within the investment management industry. current market, investors will take greater comfort in investing in products that offer the same complex According to the PwC report “Transparency versus trading strategies but operating within regulated returns: The institutional investor view of alternative structures in jurisdictions with strong regulatory assets”, transparency and risk management were found reputations. to be as important as returns, to institutional investors in their evaluation of alternative asset managers. This Since its inception as a centre for the domiciliation report based on a global survey of 226 institutional and servicing of investment funds, Ireland has investors and alternative investment providers was positioned itself as a location for the establishment conducted by the Economist Intelligence Unit on of “regulated” investment funds. As investors seek behalf of PricewaterhouseCoopers in March 2008. greater transparency and comfort from investment The report also found when it came to listing the main products and as greater regulatory oversight of criteria for choosing a third party provider , the quality investment funds looks imminent, Ireland has a of the compliance and risk management process and number of well established suitable products to fit transparency ranked number two and three. In current this growing need and the experience and expertise environment we would expect that these criteria might to support them. now be ranked one and two.
  3. 3. Why choose Ireland as a domicile for your regulated funds? 1 Overview of the Irish Regulatory Environment 3 UCITS 5 Non – UCITS 9 Other Irish products & structures 13 Redomiciling a fund to Ireland 15 Taxation of Irish Funds 17 Promoters who have chosen Ireland – Top Ten 20 How PwC Ireland can help? 21 Appendix 1 23 Appendix 2 25
  4. 4. Why choose Ireland as a domicile for your regulated funds? Ireland – a world leader Ireland – a global hub for investment funds Key facts • EUR 1.43 trillion in over 10,000 funds (EUR 652 bn in domiciled funds/EUR 776bn in non- • Largest hedge fund administration centre in the domiciled funds) as at February 2009. (Source: world. (Ireland services an estimated EUR 799bn in HF assets Irish Funds Industry Association (IFIA)) as of Dec 2008, representing approximately 41% of • 353 fund promoters from over 50 countries have global hedge fund assets, Source: Irish Funds Industry Association (IFIA) & HFM Week) set up Irish domiciled funds which are distributed to shareholders in over 60 countries across • Largest number of stock exchange listed Europe, the Americas, Asia and the Pacific, the investment funds. Middle East and Africa. Including non domiciled (1,605 investment funds (2,209 sub funds) listed as of December 2008, Source: Irish Stock Exchange (ISE)) assets, over 780 fund promoters use Ireland as a servicing centre for investment funds. (Source: • A leading European domicile for exchange Lipper Ireland Fund Encyclopedia 2008) traded funds. (Irish ETFs were valued at EUR 31.5bn as of October • Memoranda of Understanding: Ireland has 2008, Source BGI Global Investors) entered into bilateral MoUs with China; Dubai; • Fastest growing European and UCITS fund Hong Kong; Isle of Man; Jersey; South Africa; administration centre over the past five years. Switzerland and USA. A new MoU with Taiwan (Irish domiciled net assets grew by 49% between 2004- is under negotiation. Within the EU, Ireland 2008; the European average for the same period was cooperates with all relevant authorities on basis of 15%, Source: Central Bank of Ireland & EFAMA) the provisions of the European directives. • A leading European domicile for money market • Ireland is a mature funds market with 20 years of funds. experience in dealing with a broad range of fund (EUR 330bn in Irish domiciled money market funds as of Feb 2009, Source: Central Bank of Ireland) structures • A recognised EU and OECD, open and tax • Increasing numbers of asset managers have transparent jurisdiction with the lowest headline located in Ireland in recent years, e.g. Pioneer corporate tax rate in the OECD. Investments, Perpetual, Fideuram Bank in addition to indigenous asset managers such as Abbey Capital, BIAM, AIBIM and ILIM. • Ireland also has a very large, well established offshore life industry. Ireland - the domicile of choice for regulated funds 1 PricewaterhouseCoopers
  5. 5. Reasons for choosing Ireland • Constructive regulatory environment – robust and efficient regulatory environment with a wide • Innovation variety of investment fund vehicles available – Market driven regulated product solutions to suit individual investor needs. The Financial – First regulated jurisdiction to commit to Regulator regulates on a ‘principled’ approach alternative investment funds rather than on a rigid rules based system. – At the forefront of implementing UCITS product • Ireland is a member of the EU, Euro Zone, OECD changes and Financial Action Task Force and is continually ranked highly in international surveys of places to – Speed to market for sophisticated products – carry out business. Ireland is not included on any 24 hour approval international list of tax havens (e.g. OECD/G20). – Flexible stock exchange listing options • Ireland is a modern, international, open economy – Development of asset/pension pooling where business can be conducted with Asia in solutions - Common Contractual Fund (CCF) the morning, the Americas in the afternoon and Europe throughout the day. – Newly created Shariah funds specialist unit in the Financial Regulator • Favourable political environment - Ireland has a pragmatic, business friendly government which – Client focus, flexibility and ‘can do’ attitude is committed to maintaining the competitiveness • 12,000 skilled employees with availability of of the Irish funds industry, e.g. the publication industry-wide training (over 9,500 employed of ‘Building on Success’, the Irish Government’s directly by fund administrators and over 2,500 strategic plan for the development of the employed in associated services, e.g. legal, tax, international financial services sector in Ireland. audit, listing etc.) The Department of An Taoiseach’s IFSC Competitiveness Group reviews and reacts to competitiveness issues on an ongoing basis. Ireland - the domicile of choice for regulated funds PricewaterhouseCoopers 2
  6. 6. Overview of the Irish Regulatory Environment The Financial Regulator is the competent authority Irish funds are most commonly established as either for the authorisation of regulated funds in Ireland. investment companies or unit trusts. Their duties include: The main service providers to an Irish fund are its • Approval of the fund promoter, investment administrator, custodian and investment manager. manager and management company. The investment manager can be based outside of Ireland but it is a requirement from the Financial • Approval for the marketing of non-Irish investment Regulator that the administrator and the custodian funds into Ireland. must be based in Ireland. • Specification and approval of the fund administrator and custodian. The Irish custodian model as required by the Financial Regulator provides significant comfort to • Specification and approval of the prime broker in investors as they specifically require the custodian the case of hedge funds. to act in the interests of the unit holders in the • Authorisation and ongoing supervision of Irish funds. The custodian will be directly liable to the funds. unit holders for any unjustifiable failure to perform its obligations or improper performance of them. The regulatory authority in Ireland has continuously Such duties will also extend to the custodian’s adopted an “open door” policy in their willingness appointment of any sub-custodians, which is of to meet with project promoters and discuss issues particular importance to investors where assets directly with them. The Irish Financial Services are likely to be held in various jurisdictions outside Regulatory Authority (“the Financial Regulator”) is Ireland. seen to be innovative and proactive to the needs of the Irish Funds Industry whilst maintaining a There are two main fund regimes in Ireland; UCITS reputation as a first-rate regulatory authority. One and Non-UCITS. There are a number of factors to such example of this innovative behaviour can be take into consideration when deciding whether to seen with the enhancements to the Irish Qualifying structure an investment fund under either the UCITS Investor Fund (QIF), where the overall time for the or the Non-UCITS regime such as; location of target authorisation of a QIF was reduced to 24 hours, investors, investment policy of the fund etc. on a filing basis only. A fast track approval process for fund promoters has also been introduced by The Non-UCITS regime is attractive to fund the Financial Regulator. The Financial Regulator managers who wish to target sophisticated investors regulates on a ‘principles’ based approach rather namely institutional and high net worth individuals. than a rules based framework. Additionally, certain funds which employ more complex investment strategies posing greater risk An Irish fund can be established as one of the in return for potentially greater reward may not following legal structures: • Investment Company • Unit Trust • Common Contractual Fund • Investment Limited Partnership Ireland - the domicile of choice for regulated funds 3 PricewaterhouseCoopers
  7. 7. be permissible under the UCITS regime but can be set up as non-UCITS funds. The most popular fund structure under the non-UCITS regime is the Qualifying Investor Fund (QIF). The QIF is seen as a flexible fund structure and has no investment restrictions. On the other hand, the UCITS product is suited to managers who would like to distribute their funds to shareholders on a worldwide basis. The aim of the EU’s UCITS Directive was to create a pan- European funds market as part of the EU’s financial services action plan, the objective of which, to allow for open-ended funds investing in transferable securities to be subject to the same regulation in every Member State. It was hoped that once such legislative uniformity was established throughout Europe, funds authorised in one Member State could be sold to the public in each Member State without the requirement for further authorisation, thereby furthering the EU’s goal of a single market for financial services in Europe. This is commonly referred to as a “European Passport” and is available only to funds under the UCITS regime. Once a UCITS fund is approved in one EU country, application may be made to have the fund registered for marketing to the public in any other EU country. Furthermore, the success of the UCITS brand has now transcended beyond the borders of the EU and the UCITS regime is now recognised globally as a well regulated investment product. 353 fund promoters from over 50 countries have set up Irish domiciled funds which are distributed to over 60 countries across Europe, Asia, the Americas, the Middle East and Africa. Ireland - the domicile of choice for regulated funds PricewaterhouseCoopers 4
  8. 8. UCITS A UCITS fund which must be open ended can avail of a “single passport” throughout the EU for the sale of its units/shares. This means that UCITS funds established in one member state of the EU can be sold to the public in all of the EU’s member states once the appropriate notifications have been made. They are the ideal vehicle for promoters who wish to distribute their funds throughout the EU without having to obtain authorisation from each Member State. The success of the UCITS structure has extended beyond the borders of the EU and the UCITS brand is now recognised globally as a well regulated investment product. UCITS funds are distributed heavily in Asia, the Middle East and South America as well as in Europe. There are now over 30,000 UCITS Funds in existence with assets, according to EFAMA’s Quarter 4 Statistical Release, in excess of €4.5trillion as at 31 December 2008. UCITS Profile Open/Closed Open ended Legal Structures • Unit Trust • Investment Company • Common Contractual Fund (CCF) Samples of Investment • Fund of UCITS Funds Strategies under UCITS • Index Tracking Funds • 130/30 Funds • Exchange Traded Funds • Capital Protected/ Guaranteed Funds • Absolute Return Funds • Target Return Funds • Structured products within a UCITS wrappers • Commodity Trading Advisor (CTA Structure) Samples of Eligible • Transferable Securities* investments for UCITS • Money Market Instruments funds • Cash Deposits • Derivatives (swaps, options, futures and forwards –FDIs) • OTC Derivatives • Derivatives on commodity indices • Derivatives on hedge fund indices • Open ended funds/ closed ended funds in specific circumstances* Not permissible under UCITS regime: – Direct investment in Commodities – Physical short selling Investor types/minimum • Retail subscription • No minimum subscription required Ireland - the domicile of choice for regulated funds 5 PricewaterhouseCoopers
  9. 9. UCITS Profile Investment Restrictions • 5/10/40 rule; A UCITS fund may invest up to 10% of its assets in any one issuer. Where the fund invests more than 5% of its assets in any issuer the maximum amount of such holdings in excess of 5% is limited to 40% of the net asset value of the fund. The limit of 10% is raised to 25% in the case of bonds issued by an EU credit institution and subject by law to protect bond holders. If a UCITS invests more than 5% of its assets in these bonds issued by one issuer, the total value of this investment may not exceed 80%. • May invest up to 35% of net assets in any one security issued by a government or public international body. • May invest 100% of its assets in transferable securities and money market instruments issued by an EU member state, local authorities or governments of Australia, Canada, Japan, New Zealand, Norway, Switzerland, the U.S. or by certain supranational organisations. • Risk exposure of a UCITS fund to a counterparty to an OTC derivative may not exceed 5% of net assets. This can be raised to 10% in cases where credit institutions are listed with EEA or other specific listed countries. • Not more than 20% deposit with one credit institution. • No more than 10% in unlisted securities. • May only borrow on a temporary basis, limit is 10% of the net asset value of the fund. • A UCITS fund may not invest more than 20% of its net assets in any one collective investment scheme and the schemes in which a UCITS fund invests must be UCITS or non-UCITS schemes with the essential characteristics of a UCITS. Furthermore, investment in non-UCITS may not, in aggregate, exceed 30% of net assets. • UCITS are permitted to establish non- EU based subsidiaries subject to the Directors of the UCITS confirming the establishment of the subsidiary complies with the UCITS Directive. Subsidiary structures in UCITS are subject to pre-clearance by the Financial Regulator and in addition to meeting the requirements of the Directive, the Financial Regulator has also imposed specific conditions relating to the operation and control of the subsidiary by the UCITS which are outlined in appendix two. Approval Time Regulatory Approval Time: UCITS: 4 to 6 weeks Overall Establishment time: (including approval of service providers) UCITS – 3 months * The full eligibility criteria and investment restrictions for UCITS are contained in the Financial Regulator’s UCITS notices, in particular UCITS 9 and 10. The Financial Regulator has clarified that the above securities must comply with the eligibility criteria for Transferable Securities, specifically per the following: - negotiability, liquidity, valuation capability, risk profile and complying with the investment objective or investment policy of the UCITS. Ireland - the domicile of choice for regulated funds PricewaterhouseCoopers 6
  10. 10. Ireland is renowned as a centre of excellence for UCITS products. According to the Irish Funds Industry Association (IFIA), 80% of Irish domiciled funds fall under the UCITS regime. Additionally, Ireland is the fastest growing European and UCITS fund administration centre over the past five years. According to the Central Bank of Ireland and EFAMA, Irish domiciled net assets grew by 49% between 2004-2008; the European average for the same period was 15%. The chart below highlights the main countries of distribution for Irish UCITS funds. Markets where Irish UCITS are registered Source: Lipper Hindsight – February EEA 2009 Other* Note: Research is focused on fund Taiwan groups in Ireland where the number Switzerland of countries which they distribute to Singapore is greater than 10. (28 fund groups Peru match this criteria) Macau Other countries includes: Hong Kong Bahamas, Japan, Gibraltar, Isle of Chile Channel Islands Man, Mauritius, Qatar, South Africa, Bahrain United Arab Emirates & the US. EEA: European Economic Area 0 20 40 60 80 100 - includes all EU member states, % Fund Groups Iceland, Liechtenstein and Norway. Distribution of Irish-domiciled UCITS Investment Funds in other EU Member States and beyond UCITS funds established in Ireland can be sold to the public in all of the EU’s member states once the appropriate notifications have been made. The notification procedures for each member state are defined by the UCITS Directive. There are differences from one country to another which often relate to specific local marketing arrangements. Irish UCITS must satisfy the local regulations relating to marketing and advertising in each country of distribution. To market its shares/units in another EU Member State, an Irish UCITS must inform the Financial Regulator and the supervisory authority of the host country accordingly. It must simultaneously send to that supervisory authority: • An attestation by the Financial Regulator to confirm that it meets the conditions necessary to qualify as a UCITS. • Its management regulations/articles of incorporation. • Its prospectus/simplified prospectus. • Where appropriate, its latest annual report and any subsequent semi-annual report. • Details of any arrangements made for marketing its shares/units in that other member state. Ireland - the domicile of choice for regulated funds 7 PricewaterhouseCoopers
  11. 11. Facilities must be available in the host Member State to One of the main objectives of this proposal, is the meet redemption requests on the part of investors, to introduction of the “full management company make payments to share/unit holders, and to provide passport”, (“MCP”). The MCP seeks to allow a UCITS them with all required information. fund in one domicile to be managed by a Management Company located in another jurisdiction. Greater Irish UCITS distributing outside of the EU must satisfy efficiencies and cost savings will be gained by the requirements of the individual countries, which operating from one core centre. Under the new regime, varies from country to country. These should be Fund Managers will have the option to centralise their investigated prior to the distribution of the fund. asset management, administration, risk management operations within one domicile. UCITS IV - The future for UCITS The next wave of UCITS is upon us, the UCITS IV proposal outlines new enhancements to the current regime. It proposes to remove inefficiencies and address administrative barriers within the current regime through the simplification and improvement of the rules on notification for marketing in other Member States. The proposal also plans to meet the demands of investment managers and retail investors by introducing formal procedures for fund mergers, introducing the UCITS master-feeder structure and replacing the Simplified Prospectus with Key Investor Information. UCITS IV does not seek to alter the investments strategies or the scope of eligible investments under the current regime. The proposed enhancements seek to deliver a pan European product by way of improving fund distribution and creating cost efficiencies. Ireland - the domicile of choice for regulated funds PricewaterhouseCoopers 8
  12. 12. Non–UCITS The term Non-UCITS is generally used to describe all Irish authorised investment funds other that UCITS. These types of funds cannot “passport” throughout Europe. Non-UCITS are established under Irish law as opposed to EU law which is the case for UCITS. As a result the Irish Financial Regulator is allowed more flexibility in its dealings with Non-UCITS funds. Non–UCITS funds have more flexibility in investment strategy and borrowings than UCITS funds and can be used for a variety of fund structures/products. Non-UCITS Profile Open/Closed Open ended Legal Structures • Unit Trust • Investment Company • Common Contractual Fund (CCF) • Investment Limited Partnerships Fund Structures • Retail Non-UCITS • Professional Investor Fund (PIF) • Qualifying Investor Fund (QIF) Samples of • Hedge Funds Investment • Fund of Hedge Funds Strategies under • Master Feeder Funds the Non-UCITS regime • Venture Capital and Private Equity funds • Property Funds • Capital protected futures and options funds • Leaveraged future and options Investor types/ • Retail Non-UCITS minimum (No minimum subscription) subscription • Professional investor (Minimum subscription - Euro125,000) • Qualifying Investor (Minimum subscription - Euro 250,000 + wealth criteria) Investment • Non-UCITS are subject to the Financial Regulator’s investment restrictions as Restrictions contained in appendix one. • All investment and borrowing restrictions which normally apply to Non-UCITS are automatically disapplied in the case of a QIF. As a general rule the Non-UCITS investment restrictions do not apply to the QIF. Therefore, a QIF can short sell, employ leverage and employ/invest in a wide variety of derivative contracts (i.e. swaps, Contract For Differences (CFDs), futures and options) and repurchase, reverse repurchase and stock-lending agreements. • In the case of the PIF, general investment restrictions for Non-UCITS funds are usually doubled by way of derogation and agreed in advance with Financial Regulator. Ireland - the domicile of choice for regulated funds 9 PricewaterhouseCoopers
  13. 13. Non-UCITS Profile Approval Time Regulatory Approval Time: QIF - 24 hours PIF - 4 weeks Retail Non-UCITS - 4 weeks Overall Establishment time: (including approval of service providers) QIF - 4-6 weeks PIF - 6-8 weeks Retail Non-UCITS - 6-8 weeks The Irish ‘Super QIF’ The Qualifying Investor Fund (QIF) is one of the most successful fund structures in Ireland today. QIFs are the vehicles which are most frequently used to structure alternative investment funds including hedge funds, funds of hedge funds, venture capital/private equity and real estate fund because of its flexibility. The QIF is the mainstay of the Non-UCITS Irish domiciled product offering. Since the enhancements to the QIF structure by the Irish Financial Regulator in 2007, 395 QIFs (1,125 including sub-funds) have been approved. The main enhancement being that a QIF fund can now be authorised by the Irish Financial Regulator within 24 hours of the submission of relevant documentation to the Financial Regulator. Ireland - the domicile of choice for regulated funds PricewaterhouseCoopers 10
  14. 14. 24 Hour authorisation – How does it work? Who can invest in QIFs? Since February 2007, the Financial Regulator now • High-net worth individuals or institutional authorises a QIF on a filing-only basis. Therefore, investors. QIFs can now be authorised by the Irish Financial • The investor must have a high degree of Regulator within 24 hours of the submission of relevant knowledge and experience in the relevant documentation to the Financial Regulator provided the markets along with a detailed understanding of following pre-requisites are met: the investment risks involved. • Service providers to the fund, including the promoter, • Investment in this type of fund is limited to: investment manager, directors, trustee/custodian (a) an individual with a minimum net worth and administrator must be approved / cleared by (excluding main household and residence the Financial Regulator in advance of the QIFs goods) in excess of €1,250,000 or application for authorisation. (b) an institution which owns/invests on a • Confirmation must be supplied regarding compliance discretionary basis at least the equivalent of with the authorisation criteria. €25 million, although not necessarily in the An application must be filed no later than 3pm on the Qualified Investor Fund. day before the proposed date of authorisation. • Minimum initial subscription per investor in a QIF is €250,000, no limits made on subscriptions thereafter. Are there any investment restrictions? There are no investment restrictions for a QIF. Are there any restrictions on borrowing or leverage? • Where a QIF invests more than 50% of its assets in another scheme the QIF is regarded as a feeder type A QIF is not subject to borrowing or leverage limits investment. but the prospectus must specify the extent to which borrowing or leverage may be used. • QIFs established as fund of funds may invest up to 100% in unregulated schemes subject to a maximum of 50% in any one unregulated scheme. Are there any restrictions on the use of a prime • The Financial Regulator does not impose risk broker in relation to the QIF? diversification requirements. It is the responsibility In the case of a QIF, there is no limit on the extent of the directors of the investment company to to which assets may be passed to the prime ensure that the QIF complies with the legislative broker. The following is a summary of the Financial requirement. Regulator’s current position, for the use of prime • Debt securities - A QIF may not raise capital from the brokers by Irish domiciled funds: public through the issue of debt securities. However, the Financial Regulator does not object to the • The arrangement must incorporate a procedure to issue of notes by authorised collective investment mark positions to market daily in order to monitor schemes, on a private basis, to a lending institution the value of assets passed to the prime broker on to facilitate financing arrangements. Details of an ongoing basis. the note issue should be clearly provided in the prospectus. Ireland - the domicile of choice for regulated funds 11 PricewaterhouseCoopers
  15. 15. • The prime broker must agree to return the same Are subsidiaries allowed with the QIF? or equivalent assets to the fund. Property funds using the QIF structure may establish • The arrangement must incorporate a legally multiple layers of special purpose vehicles (“SPVs”). enforceable right of set-off for the fund. Certain other types of funds can also use “SPVs” subject to pre-clearance by the Financial Regulator. Where the prime broker holds assets of the fund greater than allowed above, it must be appointed as a sub-custodian by the fund’s custodian. How can the use of a SPV improve tax efficiency? The prime broker must be regulated to provide prime Investors may invest funds in the QIF to efficiently broker services by a regulatory authority, must have manage their assets while optimising the tax treatment. a minimum credit rating of A1/P1 and must have The QIF can hold such assets through an Irish Special shareholder’s funds in excess of €200 million (or its Purpose Vehicle (SPV). The investment is made by the equivalent in another currency). QIF in the SPV through a contribution of shares and debt. The SPV may use these funds to invest in a range There must be clear disclosure in the fund’s of assets. documentation of its proposed relationship with the prime broker. In practice, the SPV will not accumulate profits in its own right. While the SPV will be within Ireland’s securitisation regime and will be subject to Irish Are there any redemption restrictions? corporation tax at a rate of 25% on its taxable profits, transactions are generally structured so that the level While open-ended QIFs may provide for dealing on of taxable profit remaining is zero or negligible (subject a quarterly basis, the Financial Regulator requires to certain conditions). This is achieved by ensuring that that the time between submission of a redemption the level of income of the vehicle is matched by tax request and payment of settlement proceeds must deductible expenditure. The tax deductible expenditure not exceed 90 calendar days. This period can includes funding costs and service fees as well as however be extended to 95 calendar days in the profit-extraction payments such as interest on profit context of a QIF feeder or fund of funds scheme, participating debt and/or total return swap payments. including a QIF which provides for dealing on a more As a tax exempt vehicle, the QIF will not suffer any Irish frequent basis (e.g. monthly, weekly etc.) In such tax on interest income and dividends received from the circumstances, a prominent statement highlighting SPV. the fact that while the scheme deals, for example, on a monthly basis there may be times when As a taxable vehicle, the SPV has access to Ireland’s redemption proceeds are paid on a quarterly basis. treaty network resulting in lower or zero withholding taxes on investment returns. Ireland - the domicile of choice for regulated funds PricewaterhouseCoopers 12
  16. 16. Other Irish products & structures The Common Contractual Fund- the Irish pooling located. Effectively, the CCF itself is expected to be tool ignored for treaty access purposes. This facilitates economies of scale in the management and Common Contractual Funds (CCFs) were first administration of asset pools, as well as preserving established in Ireland in 2003. It was created to the tax treaty benefits that may be available to enable pension funds and institutional funds to pool institutional investors through direct investment. their investments in a tax efficient manner. This new category of tax-exempt collective investment vehicle is These funds will continue to appeal to multi- constituted as a contractual co-ownership arrangement, national companies, which have pension schemes rather than as a company or trust and as such, they in a number of different countries for the benefit are comparable to partnerships or FCPs from a legal of employees in those countries, as was the initial perspective. They can be established as both UCITS purpose of the vehicle. However, the tax and and Non-UCITS funds. regulatory improvements ensure that the CCF has a broader appeal to fund promoters/institutions An Irish CCF is available for investment by all investors who want to efficiently manage their assets while other than natural persons. The tax transparency of the optimising the tax treatment. CCF makes it particularly suitable for pension pooling and it is also an excellent vehicle for asset pooling. Exchange Traded Funds Pension pooling allows companies operating pension funds in several countries to ‘pool’ assets into a single The Exchange-Traded Funds (“ETFs”) sector seems pension pooling vehicle. The pension-pooling vehicle to have been less troubled by the recent global then invests in assets, such as global equities, bonds financial crisis than many other sectors. Although and cash, on behalf of the investing pension funds. assets are down as a result of falling markets, new Pooling offers considerable economies of scale, ETF’s continue to be established. This is mainly to particularly for smaller pension funds, and this in turn due to the fact that ETF’s have high transparency, leads to cost savings and enhanced returns. It also low costs, high liquidity and high risk diversification. provides greater consistency in asset management and They are also tax efficient and require no minimum enhances control over risks. investment, other than the market price of one share. Exchange Traded Funds can be established as both In a nutshell, pension pooling is where the pension UCITS and Non-UCITS funds. funds in various locations operate as normal but pool their assets in a specially designed funds structure. Ireland as a domicile for European ETFs Asset pooling is the same concept as pension pooling, except that the investors are not pension funds but Ireland rather institutions or other structures pooling their 23% assets into a single fund vehicle. CCFs are explicitly regarded as transparent for Irish Rest of Europe tax purposes. The tax transparency is preserved so 77% long as the investors are not individuals. Typically, investors include pension funds and other institutional investors. The expectation is that the investors in CCFs Total assets of European ETFs=Euro 100 Billion should in many cases be able to access the double Source: Barclays Global Investors, September 2008 tax agreements between their ‘home’ country and the countries in which the securities of the CCF are Ireland - the domicile of choice for regulated funds 13 PricewaterhouseCoopers
  17. 17. Ireland is a recognised key centre for the domiciliation and servicing of ETF products. It also has the added benefit of being a tax efficient location for ETFs. Aside from the usual tax exemptions applicable to investment funds and, by way of classification and definition for tax purposes, Irish ETFs may avail of reduced withholding tax rates with the US under the Ireland/US tax treaty. The majority of European ETFs are launched in Ireland. The availability of qualified personnel and the time it takes to obtain regulatory approval for new products are important factors in this location choice. Additionally, Ireland has the experience and expertise in this area as it has been a leading European domicile for Exchange Traded Funds over the last number of years. Money Market Funds Money Market Funds are a type of mutual fund that provide investors with immediate availability of their money, while offering a return comparable with or better than some alternatives. These funds hold large quantities of short-term securities, some of which mature daily. Their purpose is to provide investors with a safe place to invest easily accessible cash-equivalent assets characterized as a low-risk, low-return investment. Money Market Fund investments are considered short-term, very liquid investments with a high credit quality. Mutual fund trade groups, the Investment Company Institute and the International Investment Funds Association, recently released their latest quarterly ‘Worldwide Mutual Fund Assets and Flows’ survey. Ireland ranks second in money fund assets worldwide with its huge concentration of triple-A rated US dollar, euro and sterling ‘offshore’ MMFs domiciled in Dublin. Despite the recent market turmoil, Ireland continues to have a substantial money market fund presence. For the full table of results, see the chart below. Irish Money Market Funds - Growth in Net Assets Largest Money Market Mutual Fund Markets Worldwide 350 Country Assets ($bils) 300 US 3441 250 Ireland 828 200 France 668 150 Luxembourg 477 100 50 Australia 199 0 Italy 90 Canada 68 01 02 03 04 05 06 07 08 Korea, Rep. of 54 Source: Irish Financial Regulator Spain 52 Mexico 45 Switzerland 32 Germany 31 Japan 27 China 24 South Africa 24 World 4,446 Source: Crane Data, ICI, IIFA Ireland - the domicile of choice for regulated funds PricewaterhouseCoopers 14
  18. 18. Redomiciling a fund to Ireland The requirements of the Irish Financial Regulator in relation to the scheme of amalgamation are met and relation to redomiciling a fund to Ireland are essentially that the jurisdiction in question meets with their level the same as establishing a new fund. The main of prudential supervision. difference is that a scheme of amalgamation would need to take place i.e. amalgamating an offshore The fund amalgamation will only be effective if: fund with an Irish fund. This entails going to the unit holders in order to get their vote in favour of an • It is approved by not less than three fourths of the in specie transfer of the assets of the offshore fund votes cast, in person or by proxy, at the meeting; to the Irish fund. Any proposal to amalgamate must • The votes in favour represent more than half of obtain regulatory approval in advance of share holder the total number of units in issue; and notification. Amalgamating an offshore fund with a new Irish fund can be done in a tax efficient manner. • Provision is made to the effect that the Irish Collective Investment Scheme (CIS) will redeem Merging or amalgamating with an Irish fund has many holdings of all non-voting unit holders prior to the benefits as it allows fund promoters to manage a single amalgamation. pool of assets hence reducing the overall operating In all cases, there must be full disclosure to unit costs. holders of all material facts and considerations relevant to the proposed amalgamation by the promoter/management company. Requirements for amalgamating an existing offshore fund with an Irish fund The trustee of the Irish authorised fund must review The minimum conditions that the Irish Financial and be satisfied with the proposed amalgamation Regulator requires for a fund amalgamation are as and confirm to the Financial Regulator in writing that follows: it has no objection to the proposed amalgamation being put before unit holders for approval. • In the case of a UCITS, the fund with which it is intended to merge must also be a UCITS. A general meeting must be held for all unit holders • In the case of non-UCITS, the fund with which it is to consider the proposed amalgamation. All unit intended to merge must: holders must be notified of the outcome of the meeting. In the event that the amalgamation is – be located in the State, another Member State agreed upon, unit holders must be advised of the of the European Union, a Member State of procedures and deadlines by which they must the European Economic Area (‘EEA’) (Norway, submit their redemption requests, if they so wish. Liechtenstein, Iceland), Guernsey, Jersey or the Isle of Man; Where the proposed amalgamation arises – not contain restrictions on subscriptions or from a commercial decision on the part of the redemptions which are materially different to the promoter/manager to rationalise its own activities/ non-UCITS, including the categories of target structures, they must agree to bear the costs of the investors; and amalgamation and arrangements for winding up of the relevant fund. – be authorised and supervised by the relevant competent authority. From the date of amalgamation, the investment Funds which market solely to qualifying, and in manager must address the portfolio in advance to exceptional circumstances, professional investors may ensure compliance with the underlying investment be permitted to amalgamate with funds located in other policy of the non-UCITS fund. jurisdictions on a case-by-case basis. The Financial Regulator must be satisfied that all the requirements in Ireland - the domicile of choice for regulated funds 15 PricewaterhouseCoopers
  19. 19. Amalgamation methods to avoid the obligation to make a non-resident declaration. There are two ways to amalgamate two funds: Post amalgamation Option One: the offshore fund transfers its assets to the Irish fund in exchange for units in the Irish • The new merged fund can also rely on Ireland as a fund ‘one-stop-shop’ servicing of all types of instruments. Ireland has a well established attractive package for • As there is no actual exchange or disposal of regulated funds. It has a highly reputable regulatory units by the investors given that the investors environment with a wide variety of investment fund remain invested in the offshore fund, the investors vehicles available to suit individual investor needs. may avoid a taxable event (this will be subject to In addition to its flexible, proactive regulatory the investors’ local tax rules). environment, the Irish funds industry has a 10,000 strong workforce of skilled experts to service this • The issue of units in an Irish fund in return for ever expanding industry. assets is exempt from Irish stamp duty. • Irish investment undertakings are tax exempt • The transfer of assets to the Irish Fund may in respect of its income and gains derived from be subject to transfer taxes in Ireland and investments, Non Irish investors do not suffer any other jurisdictions (subject to any reliefs of that Irish withholding tax on income distributions or jurisdiction that may be available). It should be gains realised on redemptions of shares in the possible to structure the transaction to eliminate fund. In the case of Irish investors, withholding tax Irish stamp duty. on distributions may apply at 25% (currently) and Option Two: a ‘paper for paper’ or ‘share for in respect of gains on redemptions/repurchases/ undertaking’ exchange whereby units in an offshore disposals at the rate of 28% (currently). fund are exchanged for units in an Irish fund • The difference with this option is that the investors receive replacement shares in an Irish fund in exchange for their shares in the offshore fund. The investors would not be subject to Irish tax in respect of income or gains on their units in the Irish fund, unless they were Irish resident investors. • Transfer of assets in return for units is exempt from Irish stamp duty and from Irish VAT. • In the case of fund amalgamations, arrangements are available for non Irish shareholders, who receive replacement shares in an Irish fund. Ireland - the domicile of choice for regulated funds PricewaterhouseCoopers 16
  20. 20. Taxation of Irish Funds securities of the CCF are located. Effectively, the Ireland is recognised for not having any CCF itself is expected to be ignored for treaty banking secrecy or blockages with regard access purposes. This facilitates economies of to the exchange of information unlike other scale in the management and administration of offshore jurisdictions. It is the only international asset pools, as well as preserving the tax treaty investment funds centre that is noted as benefits that may be available to institutional having adopted the key taxation standards investors through direct investment. and principles of the OECD. This is mainly due • Corporate tax rate 12.5% – one of the lowest to the fact that it has no banking secrecy and in Europe and hence very attractive for service that it has fully implemented the EU Taxation of providers, asset managers, distributors and other Savings Directive (EUSD), meaning that Ireland corporate entities. This highly attractive corporate is not obliged to levy a withholding tax on the tax rate, positions Ireland well in relation to UCITS relevant interest payments as it applies the IV pan-European management companies. exchange of information regime. Withholding tax is applied in EU states that have yet to adopt this • No stamp duty or capital duty charges on the Directive. establishment of a collective investment fund. • No ongoing ‘Net Assets’ taxes. • Double Taxation Treaties: Ireland has fifty tax Key Tax Benefits agreements, which provide for the elimination or mitigation of double taxation with the following • Irish regulated investment funds are exempt from tax countries: Australia, Austria, Belgium, Bulgaria, on their income and gains irrespective of investors’ Canada, Chile, China, Croatia, Cyprus, the Czech residency. Republic, Denmark, Estonia, Finland, France, • No withholding taxes apply, under domestic Germany, Greece, Hungary, Iceland, India, Israel, legislation, on income distributions or redemption Italy, Japan, Republic of Korea, Latvia, Lithuania, payments made by a fund to non Irish resident Macedonia, Luxembourg, Malaysia, Malta, investors once an appropriate non resident Mexico, the Netherlands, New Zealand, Norway, declaration is in place. Pakistan, Poland, Portugal, Romania, Russia, Slovak Republic, Slovenia, South Africa, Spain, • Irish collective investment funds are not obliged to Sweden, Switzerland, Turkey, United Kingdom, charge VAT and most of the services provided to a United States of America, Vietnam and Zambia. fund are exempt from VAT, such as, management, Planned new tax treaties: Albania, Azerbaijan, distribution, custody/trustee, investment Bosnia Herzegovina, Moldova, Serbia, Thailand management, distribution and administration. and a Protocol to the existing treaty with South • Common Contractual Fund (CCF) – tax transparent Africa vehicle - CCFs are explicitly regarded as transparent • Irish domiciled funds have access to US tax for Irish tax purposes. The expectation is that the treaty where fund is demonstrated to be trading investors in CCFs should in many cases be able – considerable advantage for Exchange Traded to access the double tax agreements between Funds. their ‘home’ country and the countries in which the • Based on experience, the Irish Vaiable Capital Company (VCC) has more beneficial effective tax reclaim rates in continental Europe (Belgium, France, Germany and Italy) as well as in Australia, Japan and Korea. Ireland - the domicile of choice for regulated funds 17 PricewaterhouseCoopers
  21. 21. Tax Exemption Taxation of an Irish Resident Unitholder Irish resident investors may invest in Irish funds. The To qualify for tax exemption in Ireland, a collective Irish fund is obliged to undertake tax reporting and investment fund must take one of the following deduct Irish tax on the happening of chargeable events forms: where the investor is a non exempt Irish resident investor. Such tax returns need to be made every six 1, A unit trust authorised by the Unit Trusts Act months by the fund. 1990 2, A designated variable capital investment A chargeable event includes any distribution payments company to Unitholders or any encashment, redemption, cancellation, transfer of units or appropriation or 3, An investment limited partnership cancellation of a Unitholder by the fund for the 4, A common contractual fund (CCF) not purposes of meeting the amount of tax payable on a constituted as a UCITS fund gain arising on a transfer. 5, A non-designated variable capital investment company that is only available to ‘collective A disposal is deemed to arise where shares have been investors’ – defined as any investor investing held for eight years (and at each subsequent eight money on behalf of as least 50 people and none year anniversary), to the extent that the investor is a of these persons own more than 5% of the non exempt Irish resident/ Irish ordinary resident in moneys invested, for example a pension fund or Ireland. Any tax paid in respect of any deemed disposal life assurance company). is creditable against any tax payable on the ultimate disposal of the relevant fund investment. Taxation of a non-Irish resident Unitholder A chargeable event does not include: No Irish tax arises on the happening of chargeable events where the investors are neither Irish resident/ • An exchange by a Unitholder, effected by way of an Irish ordinary resident and who have made the arms length bargain where no payment is made to relevant declaration to that effect to the fund. the Unitholder of Units in the fund for other units in the fund; The tax declaration requires all non-Irish investors to • Any transactions (which might otherwise be declare that they are not Irish residents when they a chargeable event) in relation to units held in are applying for shares/units in a fund. Subsequent recognised clearing system as designated by order applications for shares/units in the same fund (or of the Irish Revenue Commissioners (e.g. units in umbrella fund) or any other Irish domiciled fund an Exchange Trade Fund are normally held through promoted by the same fund promoter do not require clearing systems); a declaration to be made regarding an investor’s tax residence position (unless the investor’s non • A transfer by a Unitholder of the entitlement to a Unit residence status has changed since the original where the transfer is between spouses and former declaration was made). spouses, subject to certain conditions; or • An exchange of units arising on a qualifying amalgamation or reconstruction (within the meaning of Section 739H of the Taxes Act) of the fund with another investment undertaking. Ireland - the domicile of choice for regulated funds PricewaterhouseCoopers 18
  22. 22. Tax currently at the rate of 25% is required to be deducted by the fund from a distribution (where payments are made annually or at more frequent intervals) to an investor who is Irish resident/Irish ordinary resident. Similarly, tax currently at the rate of 28% must be deducted by the fund on any other distribution or gain arising to the investor on a disposal, redemption or transfer of shares by an investor who is non exempt Irish resident/Irish ordinary resident. In general, the above tax is the full and final liability for Irish individuals. In the case of institutional investors, the ultimate tax liability will depend on whether or not the investment return arises in respect of a trade. In the case of trading profits, the relevant tax rate is 12.5%, while the relevant company would be entitled to a credit for any tax deducted from any payment by the fund. In the case of non-trading companies, income distributions are ultimately subject to tax at 25%, while the 28% tax deducted by the fund in respect of gains on redemption is deemed to be the full and final liability. Where tax has not been deducted by the fund, any tax due by Irish investors is accounted for by the investor through the self assessment regime. Tax Exemption for Certain Irish Investors There are a number of Irish resident investors that are specifically excluded from this tax (i.e. 25% on distributions and 28% on gains arising on chargeable events). Declarations are also required to be made by the categories of exempt Irish Investors prior to the receipt of distributions or gains to ensure that no Irish tax is suffered on income distributions or gains made on redemption. Examples of exempt Irish investors include Irish pension funds, Irish life assurance companies and Irish charities. Ireland - the domicile of choice for regulated funds 19 PricewaterhouseCoopers
  23. 23. Promoters who have chosen Ireland – Top Ten Ireland Promoters Domiciled Market Share Ranking by Assets as at 30 June 2008 Company Name Assets in US$Million Prior Year Assets in US$Million 1. Barclays 163,877 134,052 2. Goldman Sachs 99,910 81,905 3. HSBC 56,268 37,268 4. Russell Investments 48,492 53,824 5. Vanguard Group 39,219 36,648 6. Royal Bank of Scotland 39,048 12,609 7. Insight Investment 36,315 28,556 8. State Street 29,132 19,513 9. Blackrock Financial Management 27,979 16,837 10. PIMCO 25,763 21,313 Total Dublin Domiciled Fund 1,240,859 1,100,182 Source: Fitzrovia figures @ 30/06/08 Ireland - the domicile of choice for regulated funds PricewaterhouseCoopers 20
  24. 24. How PwC Ireland can help? Audit Services Advisory Services PwC also provides a full range of business Our audit approach is tailored to suit the size and nature advisory services for both large organisations and of your organisation and draws upon our extensive independent advisors entering the investment fund industry knowledge. In addition to the independent business. Our business advisory services team can audit, we offer advisory services in the areas of assist clients in making strategic assessments of financial reporting, corporate governance, regulatory the investment business, preparing business plans compliance, independent controls and risk assessment. and economic analyses as well as advising on the structure of both the investment advisor and the underlying fund. The team can also offer advice Tax & Legal Services on systems and operational needs, identifying and Our Tax and Legal Services formulates effective selecting outside vendors and preparation of full strategies for optimising taxes, implementing innovative documentation of policies and procedures. tax planning and effectively maintaining compliance. In recognition of the international tax issues to be considered in structuring funds, our specialised tax team works extensively with our global investment Our market share management teams on an ongoing basis. Irish-combined (Irish and non-Irish domiciled) market share Regulatory Services PwC has a dedicated regulatory and compliance service KPMG PwC team to assist you with all aspects of financial services 23% KPMG regulation. The regulatory and compliance services team provides support and advice to help you identify, PwC E&Y manage and control any existing and future regulatory 55% E&Y risks. Our services can be broadly categorised under Deloitte 17% four main headings: Other • Market entry; feasibility studies, authorisation services, governance arrangements, compliance Deloitte frameworks, capital adequacy arrangements and Other 4% notification assistance 1% • Regulatory risk and compliance management Source: Funds Encyclopaedia June 2008 • Assistance with continuing regulatory obligations • Responding to regulatory change Ireland - the domicile of choice for regulated funds 21 PricewaterhouseCoopers
  25. 25. Appendices
  26. 26. Appendix 1 Non-UCITS investment restrictions 4, In the case of an equity exchange index tracking scheme the limit of 10 per cent in point 2 may be 1, A fund may not invest more than 10 per cent of its increased to 20 per cent subject to the following net assets in securities which are not traded in or conditions: dealt on a market which is provided for in the trust – The investment objective of the scheme must deed, deed of constitution, articles of association be to replicate a particular index. The weighting or partnership agreement. Restrictions in respect of securities of a specific issuer in the scheme’s of markets may be imposed by the Financial portfolio must closely correspond to the Regulator on a case by case basis. weighting of those securities in the relevant index. 2, A fund may invest no more than 10 per cent of Deviations should be temporary and related to its net assets in securities issued by the same operational difficulties. Deviations in excess of institution. Where a fund has as a sole objective, 0.5 per cent of the net asset value of the scheme investment in Irish equities, it may derogate from must be rectified without delay; this limit as follows: – The index must be sufficiently diversified and – An investment of up to 15 per cent of net assets represent an adequate benchmark for the market may be made in an equity which has a weighting to which it refers; in excess of 10 per cent in the ISEQ index; – The index must be published and be freely – An investment of up to 12.5 per cent of net assets available; may be made in an equity which has a weighting – The prospectus must clearly set out these of between 8 per cent and 10 per cent in the conditions. ISEQ index. 5, A fund may not hold more than 10 per cent of any 3, No more than 10 per cent of the net assets of class of security issued by any single issuer. This a scheme may be kept on deposit with any requirement does not apply to investments in other one institution; this limit is increased to 30 per collective investment schemes of the open-ended cent for deposits with or securities evidencing type. deposits issued by or securities guaranteed by the following: 6, A fund may, subject to authorisation by the Financial Regulator, invest up to 100 per cent – a credit institution authorised in the European of its assets in transferable securities issued or Economic Area (EEA) (European Union Member guaranteed by any State, its constituent states, States, Norway, Iceland, Liechtenstein); its local authorities, or public international bodies – a credit institution authorised within a signatory of which one or more States are members. Full state, other than a Member State of the EEA, to disclosure must be made in the prospectus the Basle Capital Convergence Agreement of indicating the States, local authorities and public July 1988 (Switzerland, Canada, Japan, United international bodies in the securities of which it is States); intended to invest more than 10 per cent of the assets in accordance with the provision of the – a credit institution authorised in Jersey, Guernsey, preceding sentence. the Isle of Man, Australia or New Zealand; – the trustee; – a credit institution which is an associated or related company of the trustee, on a case-by- case basis. Ireland - the domicile of choice for regulated funds 23 PricewaterhouseCoopers
  27. 27. 7, A fund may acquire the units of other open-ended 9, A fund is permitted to engage, to a limited extent, collective investment schemes subject to the in leverage through the use of techniques and following: instruments permitted for the purposes of efficient portfolio management under the conditions – a scheme may not invest more than 20 per cent contained in NU 16. The net maximum potential of net assets in such schemes; exposure created by such techniques and – a scheme may not invest more than 10 per cent instruments or created through borrowing, under of net assets in unregulated schemes1; the conditions and within the limits contained in – where a scheme invests in units of a collective NU 3, or through both of these together, shall not investment scheme managed by the same exceed 25 per cent of the net asset value of a management company or by an associated or scheme. The prospectus must disclose a scheme’s related company, the manager of the scheme in intention to engage in leverage. which the investment is being made must waive The above is by way of summary of the general the preliminary/initial/redemption charge which it investment restrictions that apply to Non-UCITS would normally charge; funds. For further reference see: http://www. – where a commission is received by the manager financialregulator.ie/industry-sectors/funds/non-ucits/ of the scheme by virtue of an investment in the Pages/default.aspx units of another collective investment scheme, this commission must be paid into the property of the scheme. 8, The Financial Regulator may allow derogations from the limits laid down in this Notice to a scheme investing in other collective investment schemes or companies which are authorised or incorporated in a non- EU state and where such collective investment schemes or companies invest their assets in the securities of issuing bodies which have their registered offices in that state and where under the legislation of that state such a holding represents the most effective way in which the scheme can invest in the securities of that state. Ireland - the domicile of choice for regulated funds PricewaterhouseCoopers 24
  28. 28. Appendix 2 UCITS & Non-EU subsidiaries • The prospectus must disclose; the name of the subsidiary and that the subsidiary is wholly owned The Financial Regulator’s recent clarification by the scheme. now permits UCITS to establish non- EU based • The shares in each subsidiary must be registered in subsidiaries subject to the Directors of the UCITS the name of the trustee. confirming the establishment of the subsidiary complies with the UCITS Directive and in particular, • The underlying assets must be registered in the Article 25 (e); (shares held by an investment company name of the trustee or in the name of the scheme or investment companies in the capital of subsidiary or its subsidiary. The trustee must be appointed as companies are only carrying on the business of trustee to each subsidiary and must be in position management, advice or marketing in the country to demonstrate to the Financial Regulator that it where the subsidiary is located, in regard to the has sufficient controls in place in relation to each repurchase of units at unit holders’ request exclusively layer of the subsidiary structure. on its or their behalf). • The assets of each subsidiary must be valued by the scheme or its delegate. Subsidiary structures in UCITS are subject to pre- clearance by the Financial Regulator and in addition Source: Irish Financial Regulator’s website – http:// to meeting the requirements of the Directive, the www.financialregulator.ie Financial Regulator has also imposed specific conditions relating to the operation and control of the subsidiary by the UCITS as follows:- • The subsidiary must be a private limited company. It cannot be a plc, collective investment scheme or an issuing body in its own right. • The subsidiary must be wholly owned by the scheme. • The directors of the scheme form a majority of the board of the subsidiary and must maintain full control over the activities of the subsidiary. • The subsidiary must not appoint any entity directly. Ireland - the domicile of choice for regulated funds 25 PricewaterhouseCoopers
  29. 29. PwC Investment Management Contacts - Ireland Olwyn Alexander Tony Weldon Tel: +353 1 792 8719 Tel: +353 1 792 6309 Email: olwyn.m.alexander@ie.pwc.com Email: tony.weldon@ie.pwc.com Pat Candon Advisory Tel: +353 1 792 8538 Email: pat.candon@ie.pwc.com Andy O’Callaghan Tel: +353 1 792 6247 Fiona De Burca Email: andy.ocallaghan@ie.pwc.com Tel: +353 1 792 6786 Email: fiona.deburca@ie.pwc.com Robin Menzies Patricia Johnston Tel: +353 1 792 8553 Tel: +353 1 792 8814 Email: robin.menzies@ie.pwc.com Email: patricia.x.johnston@ie.pwc.com Tax & Legal Services Joanne Kelly Tel: +353 1 792 6774 Jim McDonnell Email: joanne.p.kelly@ie.pwc.com Tel: +353 1 792 6836 Email: jim.mcdonnell@ie.pwc.com Andrea Kelly Tel: +353 1 792 8540 Pat Wall Email: andrea.kelly@ie.pwc.com Tel: +353 1 792 8602 Email: pat.wall@ie.pwc.com Vincent McMahon Tel: +353 1 792 6192 Pat Convery Email: vincent.macmahon@ie.pwc.com Tel: +353 1 792 8687 Email: pat.convery@ie.pwc.com Damian Neylin Tel: +353 1 792 6551 John O’Leary Email: damian.neylin@ie.pwc.com Tel: +353 1 792 8659 Email: john.oleary@ie.pwc.com Jonathan O’Connell Tel: +353 1 792 8737 Real Estate Email: jonathan.oconnell@ie.pwc.com Enda Faughnan Marie O’Connor Tel: +353 1 792 6359 Tel: +353 1 792 6308 Email: enda.faughnan@ie.pwc.com Email: marie.o.connor@ie.pwc.com Regulatory and Compliance Services Ken Owens Tel: +353 1 792 8542 Deirdre McManus Email: ken.owens@ie.pwc.com Tel: +353 1 792 7356 Email: deirdre.mcmanus@ie.pwc.com Ireland - the domicile of choice for regulated funds PricewaterhouseCoopers 26
  30. 30. This publication has been prepared as a guide only. In the interests of brevity and clarity, detailed information may be omitted which may be directly relevant to an individual’s or an organisation’s circumstances. Professional advice should always be taken before acting on any information contained in this publication. Re-publication and dissemination (other than brief quotations with appropriate attribution) is expressly prohibited without prior written consent. Designed by PwC Design Studio (01810).
  31. 31. pwc.com/ie © 2009 PricewaterhouseCoopers. All rights reserved. “PricewaterhouseCoopers” refers to the network of member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity PricewaterhouseCoopers, One Spencer Dock, North Wall Quay, Dublin 1 is authorised by the Institute of Chartered Accountants in Ireland to carry on investment business.

×