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Establishing a Qualifying Investor Fund in Ireland

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MathesonOur primary focus is serving the Irish legal needs of international companies and financial institutions doing business in and through Ireland. We regard efficiency, responsiveness and a practical and commercial approach to problem-solving as vital to the provision of first class legal advice to our clients, which include over half of the Fortune 100 companies, 27 of the world’s largest banks, as well as some of the biggest public, private and State owned companies and institutions in Ireland. Our firm is headquartered in Dublin, with offices in London, New York and Palo Alto. With over 350 legal and tax professionals, more than 600 people work across our four locations.

Matheson is consistently recognised for its excellence and in 2012 was awarded, for the sixth time in seven years, the International Law Office Client Choice Award for Ireland. In 2011, Matheson was named the Irish Law Firm of the Year at The Lawyer European Awards for the second consecutive year.

TheAssetManagementandInvestmentFundsGroupHeaded by a former chairman of the Irish Funds Industry Association and with eight partners and 40 fund professionals in total, including a full offering from our New York office, Matheson’s Asset Management and Investment Funds Group is the leading UCITS and alternative investment fund practice in the Irish market. It is ranked a tier one practice group by Chambers Europe, the European Legal 500 and PLC. In recognition of its expertise in alternative investments, Matheson was the first Irish law firm to be named European Law Firm of the Year by The Hedge Fund Journal and in 2011 the group was named European Adviser of the Year by Funds Europe.

The Asset Management and Investment Funds Group offers a comprehensive and innovative advisory service to clients. In addition to asset management advice (including tax advice) on the structuring and establishment of all types of investment funds, the group can draw on the resources of:

• a regulatory risk management and compliance unit;

• a specialist outsourcing group and company secretarial unit;

• a financial institutions group advising on the corporate, regulatory and M&A aspects of our clients’ businesses in Ireland; and

• a dedicated derivatives team.

This results in our having an unrivalled capacity to provide combined asset management, tax, regulatory, corporate and derivatives advice to clients.

The purpose of this brochure is to provide an overview of qualifing investor funds (QIFs) and the key steps in establishing a QIF in Ireland.

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1 Legal forms of QIF 3

2 Who may invest in a QIF? 6

3 Speed to market – authorisation in a day 8

4 Key features of a QIF 10

5 Service providers 12

6 Overview of authorisation process 14

7 ISE listing 18

Appendix 20

Contacts 22

Contents

1 Legal Forms of QIF

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1 LegalFormsofQIF

IntroductionThe qualifying investor fund (“QIF”) has been one of the most successful fund structures in Ireland to date, its success mirroring the market appetite for a sophisticated regulated product facilitating hedge fund and other alternative investment strategies. According to figures released by the Central Bank of Ireland (the “Central Bank”) at the end of 2011, the number of QIFs had reached an all-time high of 1,420 funds and assets had reached a new peak of €182 billion – up 20% in 2011 and 35% during 2010.

The QIF is a well established, regulated investment fund vehicle which has the characteristics and flexibility of the typical hedge fund products while authorised and regulated by the Central Bank. As the QIF complies with the majority of the requirements of the Alternative Investment Fund Managers Directive (“AIFMD”), Ireland is AIFMD ready and it is anticipated that establishing an Irish QIF will be an efficient route to AIFMD compliance for both EU and non-EU alternative investment funds managers.

QIFs benefit from a fast track authorisation process meaning that a QIF can be authorised by the Central Bank within 24 hours of filing the appropriate documentation. Further enhancements to the QIF regime in October 2010 broadened the category of permitted investors for QIF products and reduced the minimum initial subscription threshold for those investors to €100,000. This adds to the attractiveness of the QIF product for promoters of proposed and existing Irish QIF structures. In particular, it is anticipated that these amendments will enhance the attractiveness of the QIF product for fund promoters who are considering the redomiciliation of previously unregulated funds to Ireland under the Irish redomiciliation provisions. These provisions facilitate a straightforward migration process to Ireland for investment funds from the Cayman Islands, British Virgin Islands, Jersey, Guernsey, Bermuda and the Isle of Man.

The purpose of this briefing note is to summarise the key features of a QIF. For further information on any aspect of this note, please contact a member of the Asset Management and Investment Funds Group at Matheson, at the contact details page.

LegalFormsofQIFA QIF may be established through any one of the following legal structures:

• investment company;

• unit trust;

• common contractual fund (“CCF”); or

• investment limited partnership (“ILP”)

Unit trusts and CCFs are required to appoint a management company.

For the purposes of this briefing note, we proceed with an overview of QIFs established as an investment company pursuant to Part XIII of the Companies Act 1990 or as a unit trust pursuant to the Unit Trusts Act 1990 as these are the most commonly used investment fund vehicles.

InvestmentcompanyAs a corporation, an investment company is a separate legal entity, managed and controlled by its board of directors, which can enter into contracts in its own name. The assets are the property of the company, and each investor holds shares in the company. A custodian is appointed to safe-keep the assets on behalf of the company. A QIF established as a company may be self-managed, or appoint a management company. It must have as its aim the spread of investment risk.

The paid up share capital of the company must at all times equal the net asset value of the company, the shares of which have no par value. An investment company may be structured as a stand-alone fund or an umbrella fund. The memorandum and articles of association form the constitutional documents of the company. Liability of shareholders in a QIF established as an investment company is limited.

UnittrustA unit trust is created by a trust deed entered into by the trustee and the manager of the trust and, as mentioned above, the use of a management company in this structure is a necessity. This is a contractual arrangement and therefore the trust is not a separate legal entity, with the result that a unit trust does not have power to enter into contracts in its own name. In general, the manager or trustee enters into contracts on behalf of the trust. The trustee is registered as the legal owner of the assets on behalf of the investors, who receive units, each of which represents a beneficial interest in the assets of the unit trust.

As distinct from a QIF formed as an investment company, there is no requirement for a QIF unit trust to operate on the principle of risk spreading. It should also be noted that references to the board of directors in the context of a unit trust are references to the board of directors of the manager of the unit trust. The constitutional document of the trust is the trust deed.

UnittrustsvinvestmentcompaniesWith respect to the features of unit trusts which may be regarded as comparatively attractive relative to an investment company structure, these include the following:

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• there is no requirement for a unit trust to hold an annual general meeting of its unitholders, whereas legislation requires that an investment company must hold a general meeting for its shareholders annually;

• it is easier to make non-material changes to the trust deed of a unit trust as no unitholder vote is required, whereas a shareholder vote is required even when non-material changes are to be made to the memorandum and articles of association of an investment company;

• segregation of liability with a unit trust structure may be less prone to challenge in foreign jurisdictions than segregation of liability in an investment company structure;

• we understand that for US tax purposes, a unit trust can “check the box” whereas an investment company cannot;

• in distinction to investment companies, unit trusts do not have a requirement to operate on the basis of spreading investment risk; and

• Asian investors are generally more familiar with the unit trust structure.

The comparative benefits of incorporating an investment company relative to a unit trust structure may be summarised as follows:

• a unit trust must appoint a manager (with appropriate capitalisation), whereas an investment company may opt to be “self-managed”, and dispense with the appointment of a separate management company;

• allied to the necessity to appoint a separate manager to a unit trust, in some instances counterparties have to be educated as to the power and authority of the manager to act on behalf of the unit trust;

• as the split between legal and beneficial ownership associated with unit trusts is a common law rather than a civil law concept, this may give rise to relative difficulties in selling unit trust within civil law countries;

• given the general tendency for the trustee of a unit trust to push back on charges being registered against them in relation to the unit trust, this can have the effect of rendering the negotiation of security arrangements more difficult in the unit trust framework than is the case with an investment company; and

• a QIF established as an investment company is not required to publish semi-annual accounts by the Central Bank or the Irish Stock Exchange (“ISE”), whilst a QIF unit trust must do so (although legislative change in this regard is due to be sought).

2 Who may invest in a QIF?

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2 WhoMayInvestinaQIF?

As mentioned above, in October 2010, the Central Bank confirmed changes to the QIF regime which significantly broadened the eligibility criteria and reduced the minimum subscription requirements to €100,000 for QIF investors (previously, the minimum initial subscription threshold for eligible QIF investors had been set at €250,000). These developments followed on from consultations between the Central Bank, the Irish Investment Funds Industry Association and its member firms, which included Matheson.

In terms of the criteria defining the categories of eligible investors permitted to invest in QIFs, this had traditionally been based on a net worth test which had excluded investors other than natural persons with a minimum net worth (excluding main residence and household goods) in excess of €1,250,000 or institutions owning or investing on a discretionary basis at least €25,000,000. This quantitative net worth test has now been replaced with new criteria to establish eligibility, and the following are the new categories:

• an investor who is a professional client under MiFID; or

• an investor who receives an appraisal from an EU credit institution, a MiFID firm or a UCITS management company that the investor has the appropriate expertise, experience and knowledge to adequately understand the investment in the scheme; or

• an investor who certifies that they are an informed investor by confirming that (a) they have such knowledge of and experience in financial and business matters as would enable the investor to properly evaluate the merits and risks of the prospective investment; or (b) that the investor’s business involves, whether for its own account or the account of others, the management, acquisition or disposal of property of the same kind as the property of the QIF.

With respect to the list of investors exempt from the above criteria and the minimum subscription requirement, this list has now been extended by the Central Bank to include the promoter of the fund, an entity within the promoter’s group and certain employees of the promoter.

The additional flexibilities which have been introduced open QIFs to a broader investor base and complement the attractive 24 hour regulatory turnaround time for QIF authorisations.

3 Speed to Market – Authorisation in a Day

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A QIF is capable of being authorised within 24 hours of a single filing of documentation with the Central Bank. QIFs will be authorised by the Central Bank on receipt of a complete filing application provided that a confirmation is received in relation to the contents of the relevant documentation; and the parties involved (ie, the promoter, directors and service providers) have been approved in advance of the application and meet the necessary authorisation criteria. The new procedure has been successfully in operation since mid-February 2007.

Under the QIF fast-track procedure, the Central Bank no longer engages in a detailed prior review of any of the key fund documents. The requirements applicable to QIFs have also been simplified and codified. The process of reviewing the draft prospectus, articles of association and custody agreement/trust deed takes approximately six weeks to complete. Instead of undertaking this detailed review, the Central Bank will now rely on confirmations provided by the directors/manager and legal advisers of the QIF to ensure compliance with applicable Irish regulations. Compliance by the key fund documents is also demonstrated by the completion of application forms that must be submitted with each new fund application. This new procedure is in fact an extension of developments in the regulatory environment over the last few years, which has seen the Central Bank step back from the detailed prior review of many ancillary fund documents (circulars to investors, investment management agreements, administration agreements, prime broker agreements, sub-custody agreements and paying agent agreements) by placing reliance on completed application forms and written confirmations provided by the legal advisers and other service providers to a fund. The Central Bank does undertake post-authorisation spot checks on applications, and if a QIF is not in compliance with the Central Bank’s requirements, difficulties may be experienced by the applicant should it wish to avail of the new authorisation regime for further QIF launches.

Further information on the authorisation procedure is set out in Section 6.

3 SpeedtoMarket–AuthorisationinaDay

4 Key Features of a QIF

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4.1PermittedinvestmentsandleverageThe Central Bank’s restrictions on investment and leverage are generally disapplied to QIFs and QIFs can therefore have sophisticated investment strategies. Accordingly, QIFs can invest in instruments traded on and off exchanges, investments in multiple instruments issued by the same issuer, deposits with credit institutions, other collective investment schemes and enter into short selling, borrowing or dealing facilities. However, certain disclosures must be made in the fund prospectus depending on the likely investment strategies of the fund.

Diversification requirementsAlthough the Central Bank’s restrictions on leverage are generally disapplied for QIFs, Irish company law requires that investment companies operate on the basis of risk spreading1. As mentioned in section 1, there is no corresponding requirement in the context of unit trusts.

Distribution requirementsThe Central Bank does not require funds to distribute income and accordingly funds can be established either as distributing funds or accumulating funds.

Where a fund distributes income, it is free to determine how it will do this but must disclose this in the prospectus.

Asset typesAs a QIF, there are no restrictions on the types of assets in which the fund can invest. However, certain types of funds involve a further review process by the Central Bank, such as property funds.

LeverageAs mentioned, there are no restrictions on leverage but the expected level of leverage must be set out in the prospectus.

Publication of issue and redemption pricesThe Central Bank does not require QIFs to make public the issue and redemption prices of their units, however, these must be made available to unitholders on request.

4.2Managedvself-managed?QIFs established as investment companies pursuant to Part XIII of the Companies Act 1990 can be established either as self-managed funds or can appoint a management company to carry out this function. Management companies must be Irish resident.

Where a management company is appointed by the fund, it will contract with the other service providers to the fund apart from the custodian, which must contract directly with the fund.

As mentioned above, in the context of QIFs established as unit trusts pursuant to the Unit Trust Act 1990, a manager must be appointed and it is not possible for a QIF established as a unit trust to be self-managed.

4 KeyFeaturesofaQIF

1 Note however that the Central Bank has clarified that responsibility for compliance with the Irish company law requirement that investment companies must spread investment risk rests with the directors. This opens up the possibility of a more flexible and purposive interpretation of the risk spreading requirements than the prior focus on percentage limitations afforded.

5 Service Providers

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5 ServiceProviders

Irish funds typically do not have employees as they delegate the various functions as set out below.

InvestmentmanagerInvestment managers must be approved in advance by the Central Bank. Investment managers need not be Irish resident although they are subject to ongoing supervision by the Central Bank and must file copies of annual accounts with the Central Bank.

AdministratorFund administrators are subject to authorisation and ongoing supervision by the Central Bank and must meet minimum capital requirements.

Custodian/trusteeCustodians or trustees, which safekeep the assets of the fund and which generally operate the fund’s bank account(s), must be established in Ireland. These are also authorised and supervised by the Central Bank and must also meet minimum capital requirements.

Primebroker(s)QIFs can appoint prime broker(s) in accordance with the requirements of the Central Bank and may have more than one, for example if the QIF has several sub-funds. Prime brokers need not be Irish resident and are not authorised or supervised by the Central Bank. The prime broker or its parent must be regulated to provide prime broker services by a recognised regulatory authority and it must have shareholders’ funds in excess of €200 million and meet certain rating requirements.

OtherserviceprovidersAuditors will be required to carry out the annual audit of the fund. A QIF must submit its audited annual accounts to the Central Bank within four months of the relevant reporting period.2

As outlined previously, in the case of a unit trust, the manager or trustee enters into contracts for the account of a unit trust.

In terms of the fund’s legal advisers, the appointed legal advisers will generally be involved from an early stage in the development of the fund and will play an active role in advising on appropriate structures and contractual arrangements. The legal advisers play a project management role in relation to the establishment of the fund and are the link between the fund and the Central Bank prior to authorisation, liaising with the Central Bank during the fund authorisation process, filing the documents with the Central Bank and addressing any questions raised by the Central Bank in relation to those documents. The legal advisers will also generally advise the board on an ongoing basis about its duties and obligations to shareholders and to the Central Bank. In practice, therefore, the lawyers tend to be involved in the structuring and ongoing operation of the fund.

An investment company will need to appoint a company secretary, and the manager of a unit trust will also need to appoint a company secretary. Matheson has a dedicated investment funds company secretarial department which can provide these services.

2 Note that in relation to reporting requirements generally, QIFs which have established as investment companies and ILPs are no longer required by the Central Bank to publish semi-annual accounts and the ISE has also amended its requirements in this regard. QIFs established as CCFs or unit trusts are still required to publish semi-annual accounts, however, the Irish Funds Industry Association is endeavoring to seek legislative amendment to remove this requirement.

6 Overview of Authorisation Process

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IllustrativetimetableAn illustrative time frame and responsibility schedule is set out in the Appendix to this note in order to accompany the overview of the authorisation process which is set out below.

FundpromoterIn order to make an initial submission to the Central Bank in relation to the authorisation of a QIF, the first step in the process is to seek the approval for the proposed promoter of the fund. The promoter is the entity which the Central Bank regards as the driving force behind the fund and is the entity to which the Central Bank will turn in the event that significant issues arise in relation to the fund. The promoter is often the investment manager of a fund, but there is no requirement for it to be, and the promoter does not need to be disclosed in the prospectus for the fund. If the promoter and investment manager are the same entity, the Central Bank approves the promoter to act as promoter and investment manager at the same time. If the promoter does not propose to act as investment manager of the fund, then the investment manager will also need to seek approval.

In reviewing the application for approval, the Central Bank will seek to satisfy itself that the applicant is regulated by a competent authority in its home state, has sufficient experience in managing and advising investment funds and has sufficient financial resources. The Central Bank is happy to meet with a proposed investment manager/promoter at any stage of this process. Depending on the speed at which it receives responses, the Central Bank will usually take three to four weeks to approve an application for authorisation to act as promoter/investment manager. However, for certain regulated bodies in the European Economic Area, the Central Bank has indicated that it may provide approval within one week.

Once the promoter has been approved as a promoter/investment manager, no further applications are necessary to permit the promoter to act in relation to an Irish fund. With respect to the regulatory requirement for a promoter to have minimum net shareholder funds of €635,000, the Central Bank has clarified that this requirement applies on an ongoing basis for as long as the promoter acts as promoter to an Irish fund.

FunddirectorsProposed directors of the company and directors of the manager of the trust also need to be approved in advance. Irish funds must have at least two Irish resident directors.

Since the introduction of the Central Bank’s online reporting system (“ORS”) on 1 December 2011, the old regime whereby either individual questionnaires or declarations would be completed and submitted to the Central Bank has been replaced with the ORS.

Directors, whether previously approved or not, are required to complete an individual questionnaire (“IQ”) online on a Central Bank website dedicated to each structure. Each time a director is to be appointed, the IQ on the website dedicated to the appointing structure must be completed by the new director, regardless of whether or not the director has previously completed an IQ on the ORS or not.

The Central Bank does not prescribe the experience and expertise required of each director, however, the fitness and probity standards require that a director must:

(i) be competent and capable;

(ii) act honestly, ethically and with integrity; and

(iii) be financially sound.

The IQ includes a pre-formatted curriculum vitae section within the IQ form itself covering all appointments and positions held. The applicant is also required to disclose information in relation to personal details, qualifications and experience, other business interests, and any shareholdings held by them in the proposing entity. The applicant must also give the names of two referees (generally, the applicant’s two most recent employers) who are familiar with the applicant’s financial services activities who can be contacted by the Central Bank to verify information contained within the IQ.

Depending on the response from the directors’ referees and any regulating bodies, the Central Bank usually takes 5 business days to approve a fund director.

6 OverviewofAuthorisationProcess

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DocumentationA list of documents to be prepared is set out at (i) to (xv) below, which Matheson can prepare in conjunction with the relevant service providers while the Central Bank is reviewing the promoter approval application and any director IQs. The parties responsible for production of draft documents are indicated in parenthesis below:

(i) Central Bank application forms for the fund (Matheson);

(ii) Directors’ letter of application for authorisation of the fund (Matheson);

(iii) Fund prospectus (and supplements as appropriate) (Matheson);

(iv) Certificate of incorporation for the fund where the QIF is established as an investment company (not required for unit trust) (Matheson);

(v) Memorandum and articles of association of the fund where the QIF is established as a company (Matheson) or trust deed where the QIF is established as a unit trust (Matheson; Trustee);

(vi) Management agreement where the QIF is established as investment company with manager (Matheson);

(vii) Investment management agreement (Promoter; Matheson);

(viii) Administration agreement (Administrator/Matheson);

(ix) Administrator’s confirmation in relation to the administration agreement (Administrator);

(x) Custodian agreement between the fund and the Custodian where the QIF is established as an investment company (not required if QIF is unit trust) (Custodian; Matheson);

(xi) Trustee/custodian confirmation in relation to the safe-keeping of the fund’s assets (Custodian);

(xii) Prime brokerage agreement and sub-custody agreement (where relevant) (prime broker, custodian, Matheson);

(xiii) If a prime brokerage agreement has been entered into, confirmation from the Custodian in relation to monitoring the prime broker and compliance with the Central Bank’s requirements in this regard (Custodian);

(xiv) Letter of confirmation the company (or unit trust) is not a money market fund; and

(xv) Confirmation from Matheson that the prospectus, the memorandum and articles of association/trust deed and the material contracts are in compliance with the relevant legislation and the Central Bank’s non-UCITS notices (Matheson).

Original, and where appropriate, executed versions of the documents listed at (i) – (xv) above must be filed with the Central Bank by 3.00 pm on the eve of the proposed authorisation date. If all is in order, the Central Bank will then issue its letter of authorisation on the following day.

It should be noted that if it is the case that the QIF proposes to seek derogations from the general policies applicable to QIFs or should the QIF wish to utilise novel or other unusual features, the Central Bank expects that the applicant discuss these proposals in advance of submission of the authorisation application.

BoardapprovalIt should be noted that a meeting of the fund’s directors in the case of an investment company and the directors of the manager in the case of a unit trust will need to be convened to review the draft documentation. The board of directors of the investment company or the board of directors of the manager of the trust will formally appoint the various service providers to the fund and will approve the draft documentation. The board will also formally deal with certain Irish company law matters where the QIF is established as an investment company (see more on the investment company incorporation below).

Once approved by the board, the various agreements can be executed and final documentation can be filed with the Central Bank for approval using the fast track authorisation process referred to in Section 3. As mentioned, documentation and appropriate confirms must be filed with the Central Bank by 3.00 pm the day before authorisation is sought.

IncorporationofaninvestmentcompanyWhere the QIF is established as an investment company, Matheson can arrange for the incorporation of an investment company to be used as the fund vehicle. Our company secretarial department can deal with the necessary filings with the Companies Registration Office (“CRO”) in this regard.

This will take place at the outset of the project. As stated above, a board meeting will then be held towards the end of the project to approve the various documents and any changes to the board.

A list of directors’ directorships and partnerships over the past ten years (whether paid or unpaid) needs to be filed with the CRO.

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Matterstobeattendedtopre-authorisationIt should be noted that the following are matters to be attended to prior to the application for authorisation of the fund with the relevant parties indicated in parenthesis:

(i) confirm existence of a bank account for receipt of subscription monies. Promoter to ensure the appropriate bank accounts are in place (Administrator, Promoter);

(ii) ensure availability of directors to sign documents for the authorisation of the QIF (it may be necessary to arrange for the directors to execute a power of attorney) (Matheson);

(iii) advise the Administrator, the Custodian, the Trustee (where relevant) and the Prime Broker (where relevant) of the anticipated authorisation date and confirm that authorised signatories of these parties and the Investment Manager will be available to sign the final agreements and necessary confirmation letters (Matheson);

Note: the Central Bank will accept a faxed signed copy of signatures of entities outside Ireland provided the original will follow post-authorisation.

(iv) circulate directors’ indemnities and directors’ declarations of interest and (if the fund is to be listed) powers of attorney for signature (Matheson); and

(v) prepare draft board minutes and arrange launch board meeting to note incorporation, registered office, secretary, directors, service providers, to resolve to open a bank account for the purposes of, inter alia, receiving subscription monies, to review and approve fund prospectus and service provider contracts, and to review directors’ and officers’ professional indemnity insurance (Promoter, Matheson).

7 ISE Listing

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Where a fund is to be listed on the ISE in accordance with the ISE’s requirements for listing investment funds, this process is usually engaged at the same time as fund authorisation. Listing at a later date may require the filing of additional financial information and accordingly listing pre-launch is more straightforward.

The prospectus will be used as the listing document for the purposes of the ISE and copies of the above documents will be filed with the ISE as necessary. In addition, further documents need to be filed with the ISE 48 hours in advance of the listing, which will take place after the authorisation of the fund by the Central Bank. Subscriptions can therefore be accepted two days after authorisation of the fund. Matheson can liaise on behalf of the fund with the listing stockbrokers to prepare the necessary documentation, which will be presented at the launch board meeting for approval and signature.

7 ISEListing

Appendix

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Illustrativetimetable

Matter Responsibility

Commencement of Authorisation Process (“T”)

Application made to the Central Bank for authorisation of Promoter/Investment Manager

Matheson/Promoter

T+ 28 Authorisation of the Promoter/Investment Manager by the Central Bank The Central Bank

T+ 30 File directors’ IQs Matheson/Promoter

T+ 35 Authorisation of the Directors The Central Bank

T + 41Launch Meeting to approve final prospectus and contractsFinal prospectus and executed material contracts to the Central Bank

Matheson

T + 42 Documents filed before 3.00 pm Matheson

T + 43 The Central Bank’s authorisation received Central Bank to Matheson

T + 44 Trading commences

Please note that the timings listed herein are based on estimates and no fixed timetable can be guaranteed.

Appendix

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This 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 or comprise, legal or any other advice on any particular matter. For detailed and specific professional advice, please contact your usual Asset Management and Investment Funds contact at the details set out above. 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. Copyright © Matheson 2012. The information in this document is subject to the Legal Terms of Use and Liability Disclaimer contained on the Matheson website.

Dublin London NewYork PaloAlto

Elizabeth Grace

CONSULTANT DUBLIN OFFICE

D +353 1 232 2104E elizabeth.grace@matheson.com

Joe Beashel

PARTNER DUBLIN OFFICE

D +353 1 232 2101E joe.beashel@matheson.com

Shay Lydon

PARTNER DUBLIN OFFICE

D +353 1 232 2281E shay.lydon@matheson.com

Anne-Marie Bohan

PARTNER DUBLIN OFFICE

D +353 1 232 2212E anne-marie.bohan@matheson.com

Dualta Counihan

PARTNER DUBLIN OFFICE

D +353 1 232 2451 E dualta.counihan@matheson.com

Aiden Kelly

ASSOCIATE NEW YORK OFFICE

T + 1 212 792 4153E aiden.kelly@matheson.com

Contacts

Barry Lynch

PARTNER DUBLIN OFFICE

D +353 1 232 2281E barry.lynch@matheson.com

Tara Doyle

PARTNER DUBLIN OFFICE

D +353 1 232 2221E tara.doyle@matheson.com

Michael Jackson

PARTNER DUBLIN OFFICE

D +353 1 232 2219 E michael.jackson@matheson.com

Liam Collins

PARTNER DUBLIN OFFICE

T +353 1 232 2195E liam.collins@matheson.com