General Introduction and Background The keenly anticipated legislation introducing the Irish Collective Asset-management Vehicle (“ICAV”), Ireland’s newest investment fund vehicle, is fully operative as of 12 March 2015. The Irish Collective Asset-management Vehicle Act 2015 is the culmination of a joint government and industry project to make available to promoters a legal framework for a corporate fund vehicle that is specifically designed for investment funds. Matheson partners have been extensively involved in the industry project to introduce the ICAV, the introduction of which increases the range of available fund vehicles in Ireland, satisfying both promoter and investor appetite, and reflecting a practical balance between organisational and operational flexibility on the one hand and investor protection on the other. The ICAV is a new corporate vehicle designed for Irish investment funds, providing a tailor-made corporate solution for both UCITS and alternative investment funds (“AIFs”). Conceived specifically with the needs of investment funds in mind, the ICAV, as a bespoke corporate investment fund vehicle, will have the advantage that it will not be impacted by amendments to certain pieces of European and domestic company legislation that are targeted at trading companies rather than investment funds. For further information on the key features and benefits of the ICAV, please refer to our factsheet available at www.matheson.com. The following is a summary of the key steps involved in establishing an ICAV

1. 1
Establishing an ICAV
General Introduction and Background
The Irish Collective Asset-management Vehicle (“ICAV”), Ireland’s newest investment fund vehicle, was introduced in March
2015. The Irish Collective Asset-management Vehicle Act 2015 is the culmination of a joint government and industry project to
make available to promoters a legal framework for a corporate fund vehicle that is specifically designed for investment funds.
Matheson partners were extensively involved in the industry project to introduce the ICAV, the introduction of which increases
the range of available fund vehicles in Ireland, satisfying both promoter and investor appetite, and reflecting a practical balance
between organisational and operational flexibility on the one hand and investor protection on the other.
The ICAV is a new corporate vehicle designed for Irish investment funds, providing a tailor-made corporate solution for both
UCITS and alternative investment funds (“AIFs”). Conceived specifically with the needs of investment funds in mind, the ICAV,
as a bespoke corporate investment fund vehicle, will have the advantage that it will not be impacted by amendments to certain
pieces of European and domestic company legislation that are targeted at trading companies rather than investment funds. For
further information on the key features and benefits of the ICAV, please refer to our factsheet available at www.matheson.com.
The following is a summary of the key steps involved in establishing an ICAV.
Initial Steps and Decisions
An ICAV can be authorised as either an AIF or as a UCITS fund. The fund type chosen will impact on the ICAV’s
documentation and on the timeframe and requirements for its authorisation. Additionally, an ICAV may be established as an
umbrella structure with a number of sub-funds benefitting from segregated liability, with multiple share classes in each of its sub-
funds, as a fund of funds investing in shares or units of other investment funds or as a feeder fund (in accordance with the
requirements applicable to AIFs and UCITS), and may be listed on a stock exchange.
Similar to investment companies, an ICAV may either be managed by an external management company or be a self-managed
entity. An ICAV must, in either case, have its own board of directors.
Much the same as for any other investment fund vehicle, therefore, the promoter of an investment fund to be established as an
ICAV will have a number of initial decisions to make which are unrelated to its choice of fund vehicle.
Once these initial decisions have been made, the process for the establishment of an ICAV will involve two stages, with the
Central Bank of Ireland (the “Central Bank”) acting as the sole registration and authorisation body for ICAVs.
Registration of an ICAV
In order to be registered, an ICAV must submit a written application for registration to the Central Bank which contains the
following information on the proposed ICAV:
 its instrument of incorporation (the “IOI”), which is the equivalent of the memorandum and articles of association of a
company;
 a statement containing details in relation to the first directors and secretary of the ICAV, as well as the situation of the head
office and registered office of the ICAV; and
 any other information the Central Bank may specify.

2. 2
The Central Bank will deem it appropriate to make a registration order in respect of an ICAV provided that it is satisfied that the
ICAV is, and will continue to be, in compliance with the ICAV legislation and any directions made by the Central Bank. Before a
registration order can be made, legal counsel for the ICAV must also provide a certificate stating that the IOI is in compliance
with the provisions of the ICAV legislation.
The Instrument of Incorporation
The IOI for an ICAV must comply with the following requirements:
 The IOI should set out as the sole object of the ICAV the investment of its funds in property and the giving to its members
any benefit resulting from the management of the funds.
 Provisions dealing with the shares of the ICAV will also need to be set out in the IOI. As fund specific corporate vehicles,
ICAVs will not be subject to capital maintenance rules in the same way as a normal company, and the IOI will have to
provide that the actual value of the paid up share capital of the ICAV shall be at all times be equal to the value of the
assets of the ICAV after deduction of its liabilities, and that shares will not have an nominal value assigned to them.
 The IOI should provide that the shares of the ICAV have to be purchased by the ICAV at the request of the shareholders,
unless and to the extent that approval of the Central Bank is obtained, and subject to associated conditions imposed by the
Central Bank. This is designed to facilitate the use of the ICAV for closed-ended funds.
In the event that changes to the IOI are proposed, Central Bank approval is required. Shareholder approval, however, will not
be required where the depositary of the ICAV certifies that the changes to the IOI do not prejudice the interests of shareholders
and the Central Bank has not otherwise mandated that the change is of a type that must be approved by the members.
Directors
A minimum of two directors is required, neither of whom may be a body corporate. The requirements concerning directors
under the Act and their obligations as directors of an ICAV are essentially the same as those which currently apply to directors
under Irish company law.
The proposed directors are subject to the usual requirements concerning levels of experience and expertise, and also have to
meet the Central Bank fitness and probity requirements. As a matter of practice, the Irish Funds Industry Association (Irish
Funds) corporate governance code also applies to ICAV directors.
Authorisation of an ICAV
An ICAV which has been registered by the Central Bank is not permitted to carry on business unless it has also been authorised
by the Central Bank (this does not prevent the ICAV undertaking any necessary pre-authorisations steps). The precise
authorisation process depends on whether the ICAV is to be authorised as an AIF or a UCITS.
For UCITS ICAVs, the authorisation process will be the same as for UCITS structured as investment companies, unit trusts etc,
and the ICAV will be authorised pursuant to the European Communities (Undertakings for Collective Investment in Transferable
Securities) Regulations 2011 (the “UCITS Regulations”). An application by an ICAV for authorisation as an UCITS under the
UCITS Regulations must be made in writing to the Central Bank and must contain all information required by the Central Bank
for the purpose of determining the application. The fund documents will be subject to prior approval by the Central Bank.
Typically, a UCITS authorisation takes four to six weeks.
For ICAVs seeking authorisation as AIFs, the Act sets out the authorisation process in detail. An application by an ICAV for
authorisation as an AIF must be made in writing to the Central Bank and contain the following information:
 a statement of the general objectives of the ICAV;

3. 3
 if the ICAV is not also to be authorised as an alternative investment fund manager (“AIFM”) under the European Union
(Alternative Investment Fund Managers) Regulations 2013, the full name and address of the proposed external AIFM;
 the full name and address of the proposed depositary; and
 any other information the Central Bank may specify.
The Central Bank will deem it appropriate to grant an authorisation, as an AIF, in respect of an ICAV provided that the following
conditions are met:
 the Central Bank is satisfied that the ICAV is, and will continue to be, in compliance with the ICAV legislation and any
conditions imposed by the Central Bank under that legislation or any financial services legislation;
 the Central Bank has approved the proposed depositary and the management company (if any);
 the directors of the ICAV are fit and proper persons with appropriate levels of experience; and
 the name of the ICAV is not undesirable or misleading. The name of the ICAV must end with either Irish Collective Asset-
management Vehicle or ICAV.
Once the Central Bank is satisfied with an application, it will provide the applicant with written notice of the authorisation order,
which notice will specify the date on which it is to come into effect. The Central Bank may impose such conditions as it deems
appropriate in relation to the granting of the authorisation of an ICAV AIF and the orderly and proper regulation of the business
of ICAVs, depositaries or management companies. Such conditions may be related to particular classes of, or individual,
ICAVs, depositaries or management companies. The current 24 hour approval process for qualifying investor AIFs will apply to
ICAV AIFs.
Approval of Depositary
The Act requires that an ICAV appoint a depositary. An application for approval of the nominated depositary must be made in
writing to the Central Bank and be accompanied by such information as the Central Bank may specify for the purpose of
determining the application. The Central Bank may also impose such conditions as it deems appropriate in relation to the
granting of depositary approval.
Approval of Management Company
An application for approval of the ICAVs nominated management company must be made in writing to the Central Bank and be
accompanied by such information as the Central Bank may specify for the purpose of determining the application. As with the
depositary approval, the Central Bank may impose such conditions as it deems appropriate in relation to the granting of
approval.
The Central Bank will approve a management company:
 which is an AIFM authorised by the Central Bank or another EU member state’s regulatory authority; or
 is an Irish company which the Central Bank is satisfied has the necessary competency, probity and financial resources to
conduct its affairs effectively and in compliance with Central Bank requirements.
Comment
The introduction of the ICAV provides an additional option for promoters, complementing the existing range of available Irish
fund vehicles. This will not result in any changes for established investment companies which will continue to co-exist with the
ICAV. However, it is anticipated that the ICAV will become the vehicle of choice for AIFs and UCITS in Europe. The

4. 4
uncomplicated registration and authorisation process is expected to be of interest to managers wishing to avail of the benefits of
the ICAV.
If you require detailed advice relating to the ICAV, please get in touch with your usual Asset Management and Investment Funds
Group contact who would be delighted to assist you.
Full details of the Asset Management and Investment Funds Group, together with further updates, articles and briefing notes written by
members of the Asset Management and Investment Funds team can be accessed at www.matheson.com.
The material is provided for general information purposes only and does not purport to cover every aspect of the themes and subject matter
discussed, nor is it intended to provide, and does not constitute, legal or any other advice on any particular matter. The information in this
document is provided subject to the Legal Terms and Liability Disclaimer contained on the Matheson website. Copyright © Matheson.
Matheson Publication April 2016