After much anticipation in the industry, Ireland’s Department of Finance announced the publication of the Irish Collective Asset-management Vehicle Bill 2014 (the “Bill”) on Tuesday, 29 July 2014.
Features of the ICAV
The Bill will create a new form of corporate vehicle for both UCITS and alternative investment funds (“AIF”) in Ireland, namely the Irish Collective Asset-management Vehicle (the “ICAV”), the purpose of which is to minimise the administrative complexity and cost of establishing and maintaining investment funds in Ireland. Specifically designed for the funds industry under its own legislation, the ICAV will not have to comply with many of the general requirements under Irish company law (e.g. the need to convene annual general meetings can be dispensed with) and will not be impacted by amendments to company law legislation targeted at trading companies rather than investment funds.
A distinct advantage of the ICAV is that it will be considered to be an “eligible entity” for US tax purposes, whereby it can elect to “check the box”. This is an important feature for US investors and is a common feature of offshore fund structures such as Cayman master-feeder funds. If a check the box election is made, the ICAV will be considered to be a tax transparent entity for US federal income tax purposes which, in some circumstances, can produce better results for US taxpayers.
Additionally, unlike the current corporate structures, the ICAV will not have any risk diversification/spreading requirements. In addition, the Bill permits umbrella structures with segregated liability between sub-funds and, notably, separate audited accounts to be produced for each sub-fund within an umbrella.
The Bill is now due to pass through the next stages of the Irish legislative process and it is expected that it will be enacted during the third quarter of 2014. On that basis, it is expected that ICAVs will become available, as an investment fund specific corporate vehicle, during the last quarter of this year. The Central Bank of Ireland has committed that it will be in a p