Legal Services Funds & Investment Management

The Maples Group provides specialist legal advice to investment managers in establishing and operating investment management entities and ensuring they meet appropriate ongoing regulatory requirements.  

Our team specialises in:

• The full range of UCITS and AIFs in all legal forms, whether mutual funds, hedge funds, real estate funds, private equity funds, ETFs, loan funds or managed account platform structuring
• The structuring and formation of these vehicles as single funds, master-feeders, parallel funds and large-scale umbrellas or platforms 
• Establishing related subsidiary or SPV vehicles
• Advising on the ongoing operation of such vehicles, including differing liquidity models, leverage, performance fees, carried interest and all permitted regulatory features
• Establishing and advising UCITS management companies, AIFMs and MiFID firms 
• Obtaining the relevant permissions to create vehicles with multiple licences (known as "super management companies") and varying permissions for existing vehicles
• Advising on ancillary legislation in the areas of MiFID, EMIR, SFTR, PRIIPs and all other major laws or regulations in the investment management sector
• Establishing Cayman Islands based investment management vehicles on a stand-alone basis or on a hosted platform. 

The Maples Group is a market leader in advising on all aspects of the authorisation and operation of AIFMs and all regulatory related matters. 

Our excellent relationships with the Central Bank of Ireland and the Commission de Surveillance du Secteur Financier in Luxembourg enable us to ensure a smooth and expeditious process for our clients. 

We also regularly advise clients seeking additional authorisations (UCITS) or top-up permissions (MiFID) complementary to their AIFM licence. 

Our team has extensive experience in advising AIFMs on:

• Regulatory authorisations and the supporting documentation framework
• Extension of regulatory permissions within an authorisation and / or additional authorisations
• Conduct of business and regulatory capital requirements
• Reporting requirements
• Use of leverage for AIFs under management
• Marketing (including cross-border passporting) of AIFs within the EEA 
• Delegation of functions, including portfolio management, risk management and distribution
• Staffing and governance
• Ownership restructuring
• Engagement with industry and competent authorities

The Maples Group provides clients with expert advice and practical industry experience in relation to the establishment and ongoing operation of investment firms, complemented by our involvement and lead in a number of MiFID II implementation projects for investment firms.  We work closely with our financial services regulatory team and tax colleagues, and our clients' advisers and consultants, to provide advice on all aspects of an investment firm's operations.

We have expertise in establishing investment firms that operate portfolio management and distribution services in respect of a diverse range of financial instruments globally and on cross-border passport, branch and tied agent basis within the EU. 

Our Irish and Luxembourg legal and regulatory service teams specialise in advising investment firms in relation to:

• Regulatory authorisations and the supporting documentation framework
• Extension of regulatory permissions
• Cross-border management passporting, branch activity and tied agents
• Delegation arrangements and outsourcing
• Conduct of business and regulatory capital requirements 
• Reporting requirements
• Staffing and governance
• Ownership restructuring
• Engagement with industry and competent authorities

We also regularly advise clients seeking the addition of MiFID top-up permissions to complement their UCITS management company and / or AIFM licence, where authorisation as an investment firm under MiFID is not required.

The Maples Group offers an unrivalled service and advises on a range of UCITS management companies authorisation projects and regulatory related matters for such entities.

We provide expert advice and flexible solutions for clients establishing a UCITS management company to facilitate growth and scalability in their business, and work closely with our tax colleagues and our clients' advisers and consultants to provide advice on all aspects of a UCITS management company's operations.

We regularly advise clients seeking additional authorisation (AIFM) or top-up permissions (MiFID) complementary to their UCITS management company licence and also have expertise in establishing UCITS management companies that operate on a cross-border management passport basis within the EU. 

Our Irish and Luxembourg legal and regulatory service teams specialise in advising UCITS management companies in relation to:

• Regulatory authorisations and the supporting documentation framework
• Extension of regulatory permissions within an authorisation and / or additional authorisations
• Cross-border management passporting and branch activity
• Transitions from self-managed fund vehicles to stand-alone management companies
• Delegation arrangements and outsourcing
• Conduct of business and regulatory capital requirements
• Reporting requirements
• Staffing and governance
• Ownership restructuring
• Engagement with industry and competent authorities

We also work closely with our Global Registration Services team in relation to the marketing of the UCITS funds managed by our clients.

The EU investment funds market is one of the largest and most sophisticated in the world.  The two leading cross-border investment fund and investment management entity domiciles in the European Union are Ireland and Luxembourg.  Our teams in these jurisdictions comprise some of the best lawyers and legal professionals in Europe.

Our Irish and Luxembourg lawyers specialise in investment fund products of all types including:

• Mutual funds 
• Pension funds
• Hedge funds
• Private equity funds
• Loan originator funds
• Debt funds
• Real estate funds
• Infrastructure funds
• Managed account platforms
• Master-feeder funds
• Fund of funds
• Real estate funds
• ETFs
• Money market funds
• Various hybrid structures

We advise on UCITS (both traditional and alternative strategies) and AIFs (both qualifying investor AIFs (QIAIFs, SIFs, SICARs and RAIFs) and retail investor AIFs (RIAIFs and Part II funds)), we also advise on the distribution of these funds through the Maples Group's Global Registration Services.

These regulatory categories can be adapted to fit almost any investment strategy and there are a wide variety of legal structures available:

• ICAVs
• Investment Companies and SICAVs in the form of SA, SCA, Sarl, etc.
• Unit Trusts
• Investment Limited Partnerships, Common Limited Partnerships (SCS) and Special Limited Partnerships (SCSp)
• Common Contractual Funds and FCPs
• Other categories (including Unregulated Limited Partnerships, SCS, SCSp and Special Purpose Vehicles)

UCITS are open-ended collective investment schemes established and authorised pursuant to EU law, as implemented in the member states of the EU.  Perceived as safe and well-regulated investments, once authorised, UCITS can be marketed and sold to retail investors globally.  UCITS can invest in a diverse range of financial instruments.  As the rules for permitted asset classes and governance requirements continue to evolve, UCITS continue to be a popular investment management product.  Critically, by using derivatives, UCITS can generate leverage and achieve synthetic short exposure.

Our Irish and Luxembourg lawyers advise clients on the following UCITS specific requirements:

• UCITS must be able to offer redemptions at least twice a month, i.e. fortnightly.  A 10% fund level gate is permitted.  Redemption proceeds must be received within 14 calendar days / 10 business days of the redemption deadline.
• At least 90% of assets must be in liquid (UCITS eligible) instruments (such as listed equities, fixed income, money market instruments, regulated funds and derivatives on eligible assets or financial indices).  No direct short-selling is permitted.  Direct exposure to real estate and commodities is not permitted.
• No single asset can represent more than 10% of the fund's assets; holdings of more than 5% cannot in aggregate exceed 40% of the fund's assets.  This is known as the "5/10/40" rule.  There are certain exceptions for government issued securities and for index tracking funds.
• Temporary borrowing is limited to 10% and not permitted for investment purposes.  A general leverage limit of 100% is applied (although use of value-at-risk ("VaR") to measure global exposure gives significant flexibility in this regard).
• Regulated depositaries, administrators and auditors provide independence in key support and oversight functions.  No minimum investment level is applied under UCITS regulation (although funds may fix levels themselves); no investor eligibility criteria are applied.
• UCITS can be established as investment companies with variable capital (SICAVs), investment companies with fixed capital (SICAFs) or as common contractual funds (FCPs) in Luxembourg or as investment companies, unit trusts, common contractual funds (CCFs or Irish Collective Asset-management Vehicles (ICAVs) in Ireland.  UCITS can operate as a standalone fund or as an umbrella fund, with multiple sub-funds with segregation of liability assets and liabilities at sub-fund level.

The Maples Group offers an unrivalled service and advises on a range of alternative investment funds (AIFs) (i.e. non-UCITS funds).  AIFMD was introduced as a response to the financial crisis in 2008 and was designed to increase investor protection and to enable European regulators to obtain increased information in relation to AIFs being marketed into the EEA to assist their monitoring of systemic risk within the market.

We have considerable expertise in establishing AIFs in respect of a diverse range of financial instruments globally with our practices in the British Virgin Islands, the Cayman Islands, Ireland, Jersey and Luxembourg all specialising in the formation of AIFs applicable to their domiciles.

Our lawyer teams globally specialise in advice for AIFs relating to:

• Service provider relationships 
• Duties of executive and non-executive directors
• Regulatory rules and their application to investment funds
• Loan origination 
• Tax-based investment funds advice
• Issues relating to anti-money laundering rules
• General Data Protection Regulation (GDPR)
• Blockchain technology and cryptocurrencies
• Credit and debit strategies
• Environmental, Social and Governance (ESG)

There are a wide variety of legal structures available as AIFs:

• ICAVs
• Investment Companies and SICAVs in the form of SA, SCA, Sarl, etc.
• Unit Trusts
• Investment Limited Partnerships, Common Limited Partnerships (SCS) and Special Limited Partnerships (SCSp)
• Common Contractual Funds and FCPs
• Other categories (including Unregulated Limited Partnerships and SCS)

By providing advice in five of the leading fund domiciles, we have an unrivalled view of the global open-ended fund market and can leverage this unique perspective for the benefit of our clients.

Our multi-jurisdictional capability not only allows us to provide unbiased advice when guiding clients to the most appropriate domicile in which to structure their open-ended fund or establish an investment manager, but also gives our clients the advantage of working with a single team capable of advising on a variety of cross-border structures and transactions.

Our lawyers have extensive experience across the full range of regulated and unregulated open-ended fund structures, including:

• Hedge funds
• Fund of funds
• Master-feeder funds
• Liquid alternatives
• Credit funds
• Hybrid funds

We act for a wide range of clients from large global financial institutions to start-up managers including:

• 6 out of the top 10 world's largest single managers 
• 16 out of the 20 largest European hedge fund managers
• 7 out of the 8 largest Asian hedge fund managers

In addition we are uniquely placed to provide specialised fiduciary, administration and compliance services to open-ended funds and their managers from key global financial centres.

With expertise and experience across five of the major fund domiciles, our lawyers represent both managers and institutional investors in relation to all types of closed-ended funds, including:

• Private equity funds
• Venture funds
• Real estate funds
• Infrastructure funds
• Business development companies
• Private debt funds
• Shariah-compliant funds
• UK REITs
• Loan origination funds
• Hybrid funds
• Evergreen funds

We represent large buy-out managers, including 8 of the 10 largest open-ended fund managers, as well as banks, pension plans, spinout funds and start-ups across the world.  Advising at all stages of the fund life cycle, our team assists clients with:

• Establishing funds 
• Establishing acquisition, holding companies and financing vehicles
• Acquiring, investing in and disposing of portfolio companies
• Secondary / distressed acquisitions
• Financing 
• Group restructurings and reorganisations
• Investor relations and marketing
• Due diligence

In addition, we are uniquely placed to facilitate downstream fund investments, providing specialised fiduciary and administration services to closed-ended funds and their managers from key global financial centres.

The Maples Group is unique in its ability to provide clients with a wide range of additional services relating to a broad range of fund types including:

• Beneficial Ownership
• Brexit
• FATCA and CRS
• Financial Services Regulatory
• Global Registration Services
• Hosted Management Company and Designated Persons
• UCITS KIID and PRIIPs KID
• Listing Services

In addition, our legal services are complemented by other Maples Group specialists covering:

• Fiduciary Services
• Fund Services
• Regulatory & Compliance Services 
• Entity Formation & Management Services

The Maples Group offers unrivalled expertise on all aspects of beneficial ownership regime in the British Virgin Islands, Cayman Islands, Ireland, Jersey and Luxembourg.  In particular, the Maples Group is able to assist clients in reaching a determination as to whether they fall within or outside of the primary obligations of the appropriate regime, and provide assistance with any required filings.  

Specifically in the Cayman Islands, where we worked closely with both the political and administrative arms of the Cayman Islands Government in developing the regime and its supporting systems, we have developed industry-leading proprietary software for the preparation and making of all filings required under the beneficial ownership regime and serve a range of Cayman Islands corporate services providers, including leading global banks, in maintaining the requisite records and making requisite filings on a regular basis.  The beneficial ownership regime expressly authorises corporate services providers to delegate these services to another provider and the Maples Group solution has proven popular and robust.

We've assembled a multi-disciplinary team of experts to work with affected clients and their international advisers on the key legal, regulatory and tax issues arising from Brexit.

For details of our full range of services, please visit our dedicated Brexit microsite.

We are uniquely placed to provide legal advice and administrative solutions to clients on all aspects of the Automatic Exchange of Financial Account Information (AEOI) due diligence and reporting regimes such as FATCA and the OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard (CRS) with respect to British Virgin Islands, Cayman Islands, Irish, Jersey and Luxembourg financial institutions.

For more information please visit our FATCA and CRS microsite.

We have a dedicated Financial Services Regulatory & Compliance team responsible for monitoring regulatory developments and advising on compliance issues.

For more information on our financial services regulatory services please click here.

The Maples Group offers cross-border fund registration and ongoing maintenance of funds domiciled in the British Virgin Islands, the Cayman Islands, Ireland, Jersey and Luxembourg.

Our core services include:

Market Intelligence 

• Practical information on registration requirements and ongoing compliance obligations associated with the distribution of funds across multiple jurisdictions.

Market Entry

• EEA "Passport" registration: Passporting UCITS, UCITS ETF and AIFMD Ireland and Luxembourg domiciled funds for distribution throughout the EEA
• Global Private Placement(s): Registration of funds for distribution across the EEA under AIFMD National Private Placement Regimes and for global distribution across APAC, EMEA and LatAm regions
• Assisting with local agent selection
• Managing the translation of fund documents into multiple languages for filing with regulators and distributing to investors

Maintenance 

• Providing necessary support to ensure ongoing reporting and filing obligations are met with continued market access and distribution in local markets.  

Our Global Registration Services team has earned industry-wide recognition for its bespoke, cost effective services and solutions assisting clients with the implementation of their multi-market distribution strategies.  We combine expert local knowledge with full project management functionality to deliver a tailored, single point of contact service to our clients.

Our dedicated team has comprehensive specialised industry experience in providing support to managers looking to offer their funds overseas, including where required, a streamlined process for those clients wishing to passport / privately place / register and list.

MPMF Fund Management (Ireland) Limited ("MPMF") is a Central Bank of Ireland authorised alternative investment fund manager ("AIFM") and UCITS management company.  MPMF provides services to alternative investment funds and UCITS funds that meet the ongoing obligations under the AIFMD and UCITS regulation.

MPMF provides flexible solutions to its clients through an experienced team which includes investment and risk management professionals and designated individuals with in-depth knowledge of finance and operations, regulatory and compliance matters.  MPMF also utilises a combination of proprietary and industry leading technology for risk and regulatory reporting.

For more information, please visit the MPMF website.

Our UCITS Key Investor Information Document ("KIID") and PRIIPs Key Information Document ("KID") services provides a market leading system for KIID and KID production, control, management and distribution designed to overcome the complexity of assembling, translating and dissemination.  Our innovative, integrated service is among the first to include an inbuilt legal review, truly providing all KIID services in one place that facilitates data and content sharing across a large volume of KIID and KID in an efficient and cost effective manner.  

Features of the Maples Group's KIID and KID services include:

• Legal review of plain language
• Optional branding with corporate identity
• Integrated translation services
• Central depositary for KIID and KID with full audit history
• SRRI calculation and monitoring (UCITS KIID)
• Ongoing charges calculation and monitoring (UCITS KIID)
• Performance calculation (UCITS KIID)
• Summary Risk Indicator based on Market Risk and Credit Risk (PRIIPS KID)
• Performance: for the Favourite, Moderate, Unfavourable and Stress Indicators (PRIIPS KID)
• Cost Indicators (PRIIPS KID)
• Transaction Costs (PRIIPS KID)
• Annual and ad-hoc updates 
• Annual home regulatory filings
• Seamless integration with our Global Registration Services team for all applicable host state regulatory filings
• Print ready document rendering
• Dissemination to regulators, your company website or to other web locations for publication

The Maples Group is an acknowledged leader in specialist listing services on the following global stock exchanges:

• Cayman Islands Stock Exchange (CSX)
• Irish Stock Exchange (ISE)
• The International Stock Exchange (TISE)
• The Luxembourg Stock Exchange (LuxSE)

For more information on our listing services please click here.