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FastTrack to navigating the Investment Limited Partnership legislation
In June 2019, the Irish Government introduced a bill to amend and update the existing legislation governing Investment Limited Partnerships (ILP) in Ireland. Following the approval of this legislation in late December 2020, Ireland’s alternative funds’ industry is set to grow rapidly this year and become a jurisdiction of choice for global private capital fund managers to structure their private investment funds.
Intertrust Group can help you navigate the complexities, enhancements and rules of the amended legislation so you can kick-start the year with a trusted guide who’s experienced in all private capital asset classes.
FastTrack: to navigating the ILP legislation
Over the last 30 years, Ireland has established itself as a gateway to Europe and beyond in the funds industry and is set to expand its offering and attractiveness as a private funds domicile. As of September 2020, the total assets of Irish domiciled Alternative Investment Funds (AIFs) stood at €758bn, with Ireland administering 40% of the world’s AIFs. With Ireland being a popular jurisdiction for domiciled and non-domiciled funds, the long-awaited changes to the Investment Limited Partnership (ILP) Bill are very exciting for attracting further private investment products to Ireland. The update to the ILP and AIF Rulebook, reflect typical features of close-ended funds. These features will be available to close-ended qualifying investor fund partnerships as well as other available legal structures.
The updated ILP allows new and established private equity managers to create European structures and distribute these funds to European investors via the AIFMD passport. The ILP is authorised and regulated by the Central Bank of Ireland (CBI) and is a common law partnership structure and tax transparent AIF.
Not only does the ILP offer private investment managers flexibility but also cost-efficient solutions allowing multiple sub-funds within one ILP structure. According to the CBI, there are only a handful of Irish-domiciled funds that currently use the existing ILP structure, but this is expected to increase significantly this year with these new updates now available.
The changes to the ILP now makes Ireland a comparable jurisdiction to others, including the likes of Luxembourg, where Intertrust Group already has a proven-track record and strong expertise helping private fund managers in this established market.
In addition, the Irish regulator has confirmed that the General Partner (GP) of ILPs won’t need to be regulated.
Instead the GP can appoint a third party AIFM or, depending on their strategy, may appoint a non-EU AIFM. The GP will appoint appropriate directors, which are deemed to be performing a pre-approved controlled function (fitness and probity rules) and will need to comply with the CBI guidelines- streamlining the process even further.
The ILP and AIF rulebook – key changes:
- An improved operation of ILPs – including the rights, obligations and status of investors (updates address issues of interest/shares at a fixed price at each draw-down date, excuse and exclude provisions and stage investing)
- A more straightforward process for capital withdrawals and distributions
- The ability to establish umbrella ILPs
- Managers can include the LPs name in the ILP
- Amendments of the Limited Partnership Agreement (LPA) can be made by majority approval or via a depositary certificate
- It’s now possible to migrate a Limited Partnership to Ireland
What’s the role of the GP vs role of AIFM?
The GP responsibilities are to be set out in LPA with overlay from ILP Act
The GP will have a direct contractual link with the other partners
The GP can appoint a third-party AIFM, depositary and fund administrator in conjunction with the AIFM.
The GP must exercise governance and oversight and administer LP votes receiving reports from various service providers
The GP should reserve authorities and decision making on key, strategic matters which would be set out in LPA (e.g. admission/withdrawal of LPs, LPA changes, approval of accounts, prospectus changes)
The AIFM will be responsible for the monitoring and oversight of the administrator and investment manager
The LPA would generally extend indemnity protection to AIFM (via the AIFM Agreement) and LPA should set out the AIFM’s authorities and delegated powers, including the right to further delegate to an investment manager
The administrator would be expected to provide partnership accounting services that are typically required for private investment funds
Tax considerations of the ILP
TAX TRANSPARENT
The ILP's treated as transparent from an Irish tax perspective and required to file an annual statement with the Irish Revenue Commissioners. As with all tax transparent structures, there may be a need for an upstream blocker corporation (e.g. to deal with UBTI for US Tax Exempt investors).
VAT
The management of an ILP (such as the investment management, administration and/or marketing) is generally exempt from Irish VAT. Managers can also take advantage of certain VATable services from outside of Ireland
WITHHOLDING TAX
The transparent nature of the ILP may not always extend to the withholding tax treatment of payments made through the ILP to individual LPs. Ireland has broad witholding tax exemptions and has extensive DTA's that may be an important structuring consideration.
STAMP DUTY
There may be an exemption from stamp duty if there's a transfer of a partnership interest in the ILP.
How we help you
We can set up and manage entities at the global portfolio level (HoldCos or SPVs), through to administration and investor services at the ILP level, with fully customised solutions across virtually every need the GP, LP, or portfolio company may have.
Our solution is flexible and bespoke. We listen to our clients and their specific requirements to tailor our service proposition and reporting to suit your needs.
1
Appoint us as your third party AIFM
2
We offer fund administration and transfer agency services
3
We can support you with the administering of your SPVs / HoldCos
4
We offer bespoke middle office services
5
We can provide carried interest and deferred compensation services
AIFM services: You can appoint us as your AIFM to the GP, providing risk oversight and fulfilling all regulatory reporting requirements. We work closely with our investment manager clients, keeping them up-to-speed on all local regulatory aspects of their funds so they can concentrate on what they do best, investing. Our team of experts in their respective fields fulfil the CBI’s requirements under CP86 for Designated Persons on an AIFM.
Fund administration and transfer agency: We utilise best-in-breed specialised technology software, coupled with a proprietary suite of user applications, that can help you achieve straight through operational efficiency. Whether our clients are investing in real estate, credit or infrastructure we have the systems and the reporting software customised to their reporting needs. We also provide special asset depositary services within our wider Intertrust Group offering and are seeking approval to offer this service in Ireland in line with the local regulations for real assets.
SPV/HoldCo services: We can support you with our full suite of services for administering SPVs and HoldCos. Our services include the provision of directors, registered office and company secretarial services. Our accounting team provide monthly reporting, variance analysis and fulfil any regulatory reporting requirements.
Middle office: We offer bespoke middle office services including treasury services, cash management, paying agent and running waterfalls.
Carry interest and deferred compensation: We can provide carry interest calculations and deferred compensation and remuneration services.
What activity do we expect to see?
As the economy starts to reboot following the global pandemic, and with the amended ILP legislation now in place, we expect to see a pick up in fund activity in Ireland for the following:
Rapid growth for the Irish funds market in 2021, particularly in the Alternative Investment Fund market. The updated ILP will allow private equity managers looking to establish parallel European structures to their existing Cayman/Delaware funds to distribute to European investors via the AIFMD passport.
Increased interest from investors who are preparing to take advantage of the ILP structure.
Private equity continuing to be the front-running asset class, with increased interest due to the ILP for Ireland as a domicile but also being a popular investment choice across the globe.
With more private investment funds looking to Ireland as a result of the ILP, there will likely be an increased focus around sustainable investing. Investors are aligning their responsible investing goals with long-term financial risk adjusted performance. Investment firms are increasingly aware of ESG factors which are starting to influence their investment strategies.
Case studies
With the ILP now providing new and exciting opportunities for private investment fund managers, our strong global footprint and proventrack record in other leading fund jurisdictions, including Cayman, Luxembourg, Jersey and Guernsey, mean that we’re also experienced across all private capital asset classes including private equity, real estate, private debt and infrastructure. The following case studies provide examples of how we’ve supported our clients in the private fund space.
Case one
A private equity investment fund The solution manager investing in the pan-Africa region
The client and their challenge
This private equity firm sought to launch its third vintage main fund with domiciliation in the Channel Islands and required a flexible partner that could provide a bespoke servicing model. The desire was to create a single source of truth for all reporting, with a central point of contact.
A number of holding company structures were spread across multiple jurisdictions, each with its own local provider, and they wanted to move to a centralised accounting model based out of the Channel Islands. This relationship would cover the main funds, carry vehicles and all holding companies.
The solution
- A two-office approach consisting of:
- Provision of registered office, directorships, corporate secretarial and compliance services from our Guernsey office
- Providing fund administration, fund accounting and technology solutions from our Jersey office
- IRIS, our intuitive client portal
Our advantages
- Strong global footprint and expertise in private capital investment funds
- Utilisation of market-leading technology platform, Investran, and our own client portal IRIS, displaying how the client’s needs could be handled with the required transparency and flexibility particular to the client’s LPs
- Existing relationship providing administration services for a parallel vehicle to the first fund vintage
- Whilst we worked with the client to launch fund three, which is looking at around 10 new investments structured acrossjurisdictions, we also successfully onboarded the second fund including all historical data
Case two
Two global private debt fund managers partner to provide financing to previously healthy firms prior to the pandemic
The client and their challenge
These two fund managers, one being an existing Intertrust client, formed this joint venture to raise $5bn to provide financing to firms that were in a good state before Covid-19. This distressed fund will invest primarily in mid-market private debt deals.
The pandemic-related fall in asset values across the globe has provided a unique investment opportunity for distressed vehicles like this. These two managers quickly seized the opportunity to join together and launch the fund.
The solution
- Provided end-to-end shadow accounting services
- Investor allocation and capital verification
- Loan processing and settlements
- Acted as a joint venture private credit fund
Our advantages
- We provide a 24/7 operating model with specialised loan operations and accounting teams who have significant domain expertise.
- Ability to provide bespoke tech-enabled services, consisting of proprietary and leading vendor technology.
- With our end-to-end capabilities and our world-class technology solution, we’re able to accommodate investor demand when it comes to greater data, portfolio and risk transparency at entity, portfolio and the fund level.
What makes us different?
As private investment opportunities continue to rise, fund managers will need a capable and experienced service provider that can offer a tailored service that suits your specific requirements.
Intertrust Group empowers businesses to succeed with our leading specialised private capital fund services, across the globe and a multitude of asset classes. Through our bespoke proposition, transparent reporting and flexible technology we can help you accelerate the possible across the full fund life cycle, so you can reach your investment goals
We service private investment funds from over 18 global fund services hubs around the world.
To find out how Intertrust Group can assist you in navigating the complexity of the ILP and fast track your private investment fund opportunities, talk to our experts today.