Investment Manager/Investment Advisor Appointments ...

Investment Manager/Adviser Appointments – Application Forms

Form Type: To be Completed for:

FORM IVM 1 Investment Advisers With no discretionary powers; Not appointed directly by the scheme/management company;

and Not paid fees directly by the scheme.

FORM IVM 2 Investment Advisers With no discretionary powers;

and Appointed directly by the scheme/management company; or Paid fees directly the scheme.

FROM IVM 3 Investment Managers With discretionary powers; and/or Appointed directly by the scheme/management company.

and

Sub-Investment Managers/Investment Advisers With discretionary powers; and/or Paid fees directly by the scheme

UCITS and NON UCITS 1 JULY 2005

FORM IVM 1Investment Advisers

With no discretionary powersNot appointed directly by the scheme/management company, andNot paid fees directly by the

scheme

Note: the Authority does not need to be notified in advance of the appointment of an investment adviser, i.e. where the entity has no discretionary powers, is not appointed directly by the scheme/management company and is not paid fees directly by the scheme provided the provisions of this Application Form are complied with. Documentation can be submitted in executed/dated format. (In the event that the confirmations cannot be furnished the Authority must clear the appointment in advance.)

State:Scheme Name: ____________________________________________

Sub-Fund(s) Name(s):1 ____________________________________________

Scheme Type2: ____________________________________________

Investment Adviser Name: ____________________________________________

Address of Investment Adviser: ____________________________________________

Date of Appointment: ____________________________________________(If different from date of authorisation of scheme/approval of sub-fund)

The applicant should confirm that attachment of the relevant documentation, etc., by placing a tick (√) in the first column of boxes

Ap

pli

can

t

IFS

RA

1.0 Documentation Attached1.1 Confirmation from the manager/directors of the scheme that the

a) the agreement does not: Provide for any discretionary management powers

Conflict with regulations and conditions applicable to Irish collective investment schemes

andb) the entity in question will act in an advisory capacity only and will

have no discretionary powers over any of the assets of the scheme

1.2 Executed investment advisory agreement (must contain originalsignature of an Irish entity (if applicable), whilst a faxed signature of foreign entity will suffice with original to follow promptly)).

1 Only if entity is being appointed to specific sub-funds within an umbrella2 UCITS, Unit Trust, Designated Investment Company, ILPUCITS and NON UCITS 2 JULY 2005

2.0 Confirmations2.1 I confirm that neither the Prospectus nor the Investment Advisory

Agreement provide for the payment of fees directly out of the scheme

I hereby confirm that the information set out in this application form is correct and accurately reflects the provisions set out above.

Signed: _______________________________________________ Date: ________________________

Name (In Print): ________________________________________________

Applicant Firm’s Representative: __________________________________

For IFSRA Use Only

Procedure checked: __________________ Verified:_____________________ Date: _____________

Database updated: __________________ Verified: _____________________


FORM IVM 2Investment Advisers

With no discretionary powers and

Appointed directly by the scheme/management company orPaid fees directly by the scheme

Note: the Authority does not need to be notified in advance of the appointment of an investment adviser, i.e. where the investment adviser has no discretionary powers, and is appointed directly by the scheme/management company or paid fees directly by the scheme where this Application Form is complied with and filed with the documentation specified below in executed/dated format. (In the event that 1.3(b) cannot be complied with the Authority must be notified in advance, i.e. the Application Form should be accompanied with a draft Prospectus/Supplement for review and, the appointment may not proceed until the Authority clears this documentation.)


Sub-Fund(s) Name(s):3 ____________________________________________

Scheme Type4: ____________________________________________

Investment Adviser Name: ____________________________________________

Address of Investment Adviser: ____________________________________________

Date of Appointment: ____________________________________________(If different from date of authorisation of scheme/date of approval of sub-fund)

The applicant should confirm that attachment of the relevant documentation, etc., by placing a tick (√) in the first column of boxes.

Ap

pli

can

t

IFS

RA

1.0 Documentation Attached1.1 Confirmation from the manager/directors of the scheme that

a) the agreement does not: Provide for any discretionary management powers

Conflict with regulations and conditions applicable to to Irish collective investment schemes

b) the entity in question will act in an advisory capacity only and willhave no discretionary powers over any of the assets of the scheme

1.2 Executed investment advisory agreement (must contain originalsignature of an Irish entity (if applicable), whilst a faxed signature of foreign entity will suffice with original to follow promptly)).

1.3 a) Dated Prospectus / Supplement5 disclosing the following:


Name of the Investment Adviser Address of Investment Adviser Brief Business Description (e.g. management of other funds) Details of fees paid out of the scheme’s assets Material provisions of the Agreement

b) I hereby confirm that the Prospectus/Supplement contains no other information/amendments and that it accurately reflects the agreement


Signed: _______________________________________________ Date: ________________________

Name (In Print): _______________________________________________

Applicant Firm’s Representative: ___________________________________

For IFSRA Use Only



5 The Supplement must state in bold text that it forms part of, and must be read in conjunction with the Prospectus, etc.UCITS and NON UCITS 5 JULY 2005

FORM IVM 3Investment Manager/Advisor

With discretionary powersAppointed directly by the scheme/management company

and

Sub-Investment Manager(s)/Advisers with discretionary powers

Notes:

This application form does not need to be completed for the appointment of Investment Managers with discretionary powers, etc., where such an appointment is part of a new scheme/UCITS authorisation.

Where the entity has not been previously cleared by the Authority as an investment manager/adviser/sub-investment manager/adviser for a CIS:

1. Complete Sections 1 and 2 and submit in advance of the appointment of any such entity.2. The entity must be cleared in advance by the Authority.3. The scheme/management company must confirm that the proposed investment manager/adviser comes within

one of the categories specified at 2.1.1, 2.1.2 and 2.1.3 and this confirmation and an application form for approval to act as investment manager/adviser must be attached to this form.

4. Following clearance of the entity to so act by the Authority, submit Section 3 with executed/dated documentation. (Note: if required confirmations cannot be furnished the agreement, etc., will need to be cleared in advance.)

Where the entity has been previously cleared by the Authority as an investment manager/advisor/sub-investment manager/adviser for a CIS:

1. Complete Section 1 and 3 and submit with executed/dated documentation. (Note: if required confirmations cannot be furnished the agreement, etc., will need to be cleared in advance.)

SECTION 1 - General


Sub-Fund(s) Name(s):6 ____________________________________________

Scheme Type7: ____________________________________________

Investment Manager/Adviser Name: ____________________________________________

Address of Investment Manager/Adviser: ____________________________________________

Date of Appointment: ____________________________________________(If different from date of authorisation of scheme/approval of sub-fund)

Yes/No

Is entity previously cleared to act for Irish Authorised collective investment scheme?


If yes, proceed to Section 3 below. If no, Section 2 must completed.


SECTION 2 – To be completed by the applicant where the entity is not previously cleared by the Authority

Complete Section 2.1(to confirm relevant category) and Section 2.2, (to confirm attachment of relevant application form), by placing a tick (√) in appropriate box

2.1 Attach confirmation from the scheme/management company to confirm which of the following categories the entity comes under and tick appropriate box: Either:

2.1.1 Irish established entity approved and supervised by the Authority who has authorisation to carry out discretionary asset managementor

2.1.2 Entity who has authorisation to carry out discretionary asset management under theEuropean Union Investment Services Directive (93/22/EEC) [‘ the ISD’]or

2.1.3 Other entity authorised or registered for the purpose of asset management and subject to prudential supervision

2.2 Confirm Application Form for approval to act as Investment Manager of Irish Authorised Collective Investment Schemes is attached

2.2.1 In relation to 2.1.1 and 2.1.2 above ‘Application Form – B’ (see attached)

2.2.2 In relation to 2.1.3 above, ‘Application Form - A’ (see attached)


SECTION 3 – DOCUMENTATION and CONFIRMATIONS

Please complete the following section by placing a tick (√) in the first column of boxes, a tick will be taken to be a confirmation as appropriate

AP

PL

ICA

NT

IFS

RA

3.0 Documentation 3.1 Prospectus/Supplement [n/a where the appointment is part of a new sub-

fund approval, and the sub-fund is being launched by way of a prospectus]

a) Confirm Prospectus / Supplement8 is attached and that it discloses the following:

Name of Investment Manager/Adviser Address of Investment Manager/Adviser Brief Business Description (e.g. management of other funds) Details of fees paid out of the scheme’s assets Material Provisions of the Investment Management/Advisory

Agreement

For sub-investment managers/advisers (with discretionary powers) if paid directly by the scheme

Name of sub-investment manager/adviser Address of sub-investment manager/adviser Brief Business Description (e.g. management of other funds) Details of fees paid out of the scheme’s assets Material Provisions of the relevant agreement

For sub-investment managers/advisers (with discretionary powers) not paiddirectly by the scheme

Confirm the Prospectus/Supplement8 states: That the Investment Manager/Adviser may delegate to sub-investment

managers; and That information on the entities will be provided to unitholders on

request;Confirm that: Neither the Prospectus/Supplement nor the Investment Management/

Advisory Agreement provides for the payment of fees out of the scheme’s assets; and

The Prospectus/Supplement provides that details of all sub-Investment Managers will be disclosed in the periodic reports

b) Confirm that the Prospectus/Supplement contains no other amendments and that it accurately reflects the agreement

3.2 Executed investment management agreement (must contain originalsignature of an Irish entity (if applicable), whilst a faxed signature of foreign entity will suffice with original to follow promptly)).

8 Supplement should state in bold text that if forms part of, and should be read in conjunction with, the ProspectusUCITS and NON UCITS 9 JULY 2005

3.3 Completed Section 9 of the Scheme Application Form


Signed: _______________________________________________ Date: ________________________

Name (In Print): _______________________________________________

Applicant Firm’s Representative: __________________________________

For IFSRA Use Only




APPENDIX A

APPLICATION FORM – A for approval to act as an Investment Manager of

Irish Authorised Collective Investment Schemes (non-ISD firm) Note: If the applicant is (a) an entity authorised by the Irish Financial Services Regulatory Authority or (b) an entity that is authorised to carry out discretionary asset management under the European Union Investment Services Directive (93/22/EEC) (ISD) please complete Application Form B

THIS FORM MUST BE COMPLETED AND SIGNED BY THE APPLICANT.ALL QUESTIONS MUST BE ANSWERED FULLY.

Name:

Address:.

Telephone:. Fax:

Date of Application:

1. Proposal:

Provide details of the fund (sub-fund) for which the applicant has been selected to provide investment management/. Confirm if fund is previously authorised or if it is currently seeking authorisation.

2. Ownership Structure:

(i) Detail all shareholders who directly or indirectly hold shares or other interest in the applicant firm which represents 10 per cent or more of the capital or voting rights. . Note: This detail must be provided up to the top of the ownership structure where relevant (see also question 2(ii) below re group structure.

---If these shareholders are corporate entities, attach their latest audited accounts and list their beneficial shareholders. This should include the % shareholding owned or controlled.

--- If these shareholders are individuals, attach detailed CV’s: CVs should include home address, date of birth, contact numbers and full (month specific) employment history.

--- If the relevant ownership is represented by a trust vehicle, then details of the trust must be provided as set out in application for IIA authorisation – see Appendix 1


(ii) If part of a group, list all related or associated/affiliated companies and percentage holdings - Attach diagram showing group structure.

(iii) List any of the companies in the group which are regulated entities and provide details of their regulatory status i.e. name, address and contact number of regulator.

3. Background Description of Applicant:

(i) Date Established: Number of Employees

(ii) Details of main activities since establishment:

(iii) Countries of operation:

(iv) Experience of applicant in Collective Investment Schemes:

(iv) Expertise of owners/management in Collective Investment Schemes:Detail any relevant professional business qualifications of management, memberships of any professional bodies, exchanges or associations obtained or applied for, and the date on which those


qualifications were obtained. Outline the responsibilities and reporting structure of key management. Attach CVs of key management/staff.

4. Value of Assets under Management: Total Euro Number of Clients: €__________

(i) Collective Investment Schemes:Institutional: _______ Institutional: _______Retail: _______ Retail: _______

(ii) Non-Collective Investment Schemes:

Institutional: ________ Institutional: ________

Private: ________ Private: ________

(iii) Brief description of types of assets managed:

5. Financial Statements of Accounts:

(i) Attach a copy of the latest audited accounts:

(ii) Have the accounts carried a qualified audit report in any of the last five years?

(iii) If newly established and not trading, attach auditor’s confirmation of the level of capital.

(iv) Indicate the following financial data (in respect of the latest audited accounts) in Euro:

Latest available year (previous year)- / - / - / - /

Total assets:

Profit before Tax:

Paid up Share Capital:

Shareholders funds:

Retained Earnings:


6. Regulatory Status: (Complete for all regulatory bodies of the applicant)

(i) Regulatory Body: Registration Number:Contact person:Address:

Telephone: Fax:

Regulatory Body: Registration Number:Contact person:Address:

Telephone: Fax:

(ii) Has the applicant applied for regulatory approval in any other jurisdiction and been refused or withdrawn its application?

(i) Has the applicant ever been the subject of an investigation into allegations of misconduct or malpractice in connection with investment business or any other financial services, or is it currently undergoing an investigation by any regulatory authority? If “Yes”, attach full details on a separate sheet.

(iv) Has the applicant, or a member of its staff, been censured or disciplined by any regulatory body, publicly or otherwise, because of its professional activities? If “Yes”, attach full details.

(v) Has the applicant or any of its shareholders or any members of the same group ever had its authorisation revoked by a regulatory authority?

7. Any Other Relevant Information:


8. References:

9. I confirm that the information supplied on this form is complete and accurate.

Authorised signatory of Applicant company.

Name: Position held:

PLEASE NOTE THAT THE IRISH FINANCIAL SERVICES REGULATORY AUTHORITY MAY REQUEST ADDITIONAL INFORMATION

IN THE COURSE OF DETERMINING THE APPLICATION.


APPENDIX 1

Extract from the Guidance Note on applications for authorisation under the Investment Intermediaries Act, 1995 (IIA) relating to suitability of qualifying shareholders

5. Suitability of qualifying shareholders

Section 10(5)(e): “A proposed investment business firm shall not be authorised by the supervisory authority under this section unless - it satisfies the supervisory authority as to the suitability of each of its qualifying shareholders9”

A qualifying shareholder is defined by the IIA as ‘a person who has or controls a qualifying holding’. A qualifying holding is defined as ‘a direct or indirect holding of shares or other interest in a proposed investment business firm or an authorised investment business firm which represents 10 per cent. or more of the capital or of the voting rights, or any direct or indirect holding of less than 10 per cent. which, in the opinion of a supervisory authority, makes it possible to control or exercise a significant influence over the management of the proposed investment business firm or authorised investment business firm in which a holding subsists,’. (See also footnote 23 which defines close links.)

This means ‘looking through’ the proposed direct shareholder in the applicant, and each subsequent indirect shareholder to identify both the intermediate and ultimate beneficial shareholders including those who are in a position to control or influencethe applicant firm.

Proposed complex structures will only be approved where the Bank is satisfied that the ultimate beneficial shareholders have been identified and that the structure does not prevent the effective supervision of the firm.

The following initial information should be provided for each qualifying shareholder:

(a) Where the proposed qualifying shareholder is an individual:

completion of ‘individual questionnaire’ in accordance with the guidelines set out at 4. above

whether or not the individual is regulated, or registered with a regulatory body and if so, the name of that body

documentation evidencing the fact that the individual is the registered holder of the shares (for example, a certified copy of the share register)

written confirmation that the individual is the beneficial owner of the shares

9 Section 2(4)(c) states that ‘references to “shareholder” and “qualifying shareholder” shall be construed as references to any partner, member or other person holding any proprietary, voting or other interest in the body of persons concerned’.UCITS and NON UCITS 16 JULY 2005

(b) Where the proposed qualifying shareholder is a company:

description of activities whether or not company is regulated and by which authority most recent audited accounts details of proposed interaction with proposed applicant company documentation evidencing the fact that the company is the registered holder of the shares written confirmation that the company is the beneficial owner of the shares

(c) Where the proposed qualifying shareholder is a nominee:

details relating to the proposed nominee holders of the shares10 including:

documentation evidencing the fact that the nominee is the registered holder of the shares

ownership of the nominee company audited accounts of the nominee company details of the beneficial owners of the shares details regarding what object is intended to be served by using such a nominee

company, rather than holding the shares directly appropriate declarations in respect of the nominee holding of the shares in trust for the

beneficial owners, including formal confirmation from the nominee itself that the relevant declarations of trust remain valid and in force

(d) Where the proposed qualifying shareholder is a trust11:

documentation evidencing the fact that the trust is the registered holder of the shares copies of all trust deeds and any other documentation constituting the trust or relating to

the trust in some other way including any supplemental or ancillary deeds, documents or agreements or side letters

names and addresses of the settlors of the trusts names and addresses of the beneficiaries of the trusts (including details of age for minors)

and those of all persons who are within the class of prospective beneficiaries financial information in relation to the trusts details relating to the trustees reasons for structure

(e) Where the proposed qualifying shareholder is a partnership: description of the LLP itself (including names of general and limited partners and details

of respective roles) descriptions of activities of LLP whether or not the LLP is regulated and by which authority

10 The Bank may require that all nominee holders (i.e., including those which do not have a qualifying holding) be identified to ascertain that those individual holdings when added to other direct or indirect holdings do not amount to a qualifying holding.

11 Note that it is the Bank’s policy to require legal undertakings from various parties relating to the trust with a view to ensuring that the requirements of the Act in relation to the qualifying shareholders are met on a continuous basis. A legal opinion regarding the validity and efficacy of the undertakings will also be required.


most recent audited accounts details of proposed interaction with applicant company documentation evidencing the fact that the LLP is the registered holder of shares (if this

is the case) written confirmation that the LLP is the beneficial owner of the shares the Bank may seek

to see the partnership deed and any relevant agreement between the general and other partners


APPLICATION FORM - Bfor approval to act as an Investment Manager of Irish Authorised Collective Investment Schemes

Note: This form should be completed If the applicant is (a) authorised by the Irish Financial Services Regulatory Authority or (b) authorised to carry out discretionary asset management under the European Union Investment Services Directive (93/22/EEC) (ISD).

THIS FORM MUST BE COMPLETED AND SIGNED BY THE APPLICANT.ALL QUESTIONS MUST BE ANSWERED FULLY.

Name:

Address:

Telephone: Fax:

Date of Application:

1. Proposal:

Provide details of the fund (sub-fund) for which the applicant has been selected to provide investment management/. Confirm if fund is previously authorised or if it is currently seeking authorisation.

2. Ownership Structure:

Briefly outline the ownership structure:

3. Background Description of Applicant:

(i) Date Established: Number of Employees

(ii) Details of main activities since establishment:

(iii) Countries of operation:

(iv) Experience of applicant in Collective Investment Schemes:

____________________________________________________________________________

4. Value of Assets under Management: Total Euro Number of Clients: €__________

Brief description of types of assets managed:


5. Financial Statements of Accounts:

(i) Attach a copy of the latest audited accounts:

(ii) If newly established and not trading, attach auditor’s confirmation of the level of capital.

(iii) Indicate the following financial data (in respect of the latest audited accounts) in Euro:

Latest available year (previous year)- / - / - / - /

Total assets:

Profit before Tax:

Paid up Share Capital:

Shareholders funds:

Retained Earnings:____________________________________________________________________________6. Regulatory Status: (Complete for all regulatory bodies of the applicant)

Regulatory Body: Registration Number:Contact person:Address:

Telephone: Fax:

_______________________________________________________________________ 7. Investment Services Directive (ISD) information:

(i) Is the applicant passporting services into Ireland? If so, outline the services and the associated instruments being passported

(ii) If the applicant is not passporting services into Ireland, please attach a copy of recent ISD authorisation issued by home regulator.____________________________________________________________________________

8. I confirm that the information supplied on this form is complete and accurate.

Authorised signatory of Applicant company.

Name: Position held: Date:

PLEASE NOTE THAT THE IRISH FINANCIAL SERVICES REGULATORY AUTHORITY MAY REQUEST ADDITIONAL INFORMATION

IN THE COURSE OF DETERMINING THE APPLICATION


Investment Manager/Investment Advisor Appointments ...

Documents

Transcript of Investment Manager/Investment Advisor Appointments ...