MiFID II will affect the distribution of complex and non-complex investment funds.

At its simplest, distribution of complex products to retail customers will be required to be made on the basis of independent advice and not just on the basis of tied agency services of execution only brokerage services under MiFID I.

Assuming a hard Brexit, UK distributors are likely to confront the prospect of being restricted under the MiFID Equivalence regime of providing services to professional clients only.

Adding the two together, UK distributors may lose the ability to distribute complex investment products to retail customers throughout the EEA.

UCITS Man Co and Distribution

Similarly, under UCITSD, assuming that a UK UCITS Man Co falls outside of the EEA, it will lose it passport to manage an EEA UCITS and will also likely lose the ability to appoint a UK distributor to distribute to retail customers throughout the EEA under UCITSD.

In these circumstances, you may want to consider appointment of an EEA UCITS Man Co, with delegations of investment management to either a UK investment manager or EEA MiFID investment manager, and appointment of EEA distributors for distribution of UCITS funds to EEA retail customers.

AIFMD and Distribution

Equally, a UK AIFM may be able to manage an EEA AIF on the basis of the Equivalence regime under AIFMD, but will likely be restricted to marketing under domestic private placing regimes of individual host member states, which are likely to be restricted to marketing to professional clients only.

Also there is a further complication of the loss of MiFID passport for distribution by a UK distributor of an AIF in the EEA.

In the case of AIFs, you may want to consider appointment of an EEA AIFM with delegation of investment management to the UK as a third country firm and appointment of EEA distributors for marketing to retail and professional clients throughout the EEA.

Authorisations in Ireland

Assuming that a firm wishes to replicate an EU management and distribution model out of e.g. Ireland, the most likely authorisations would include MiFID authorisations for e.g. investment management, receipt, transmission and execution of client orders and investment advice.

Additional authorisations that may be relevant would likely include organisation of a fund services firm as both a UCITS Man Co and as AIFM.