Number 2 of 2015

IRISH COLLECTIVE ASSET-MANAGEMENT VEHICLES ACT 2015

CONTENTS

PART 1

Preliminary and General

Chapter 1

Preliminary

Section

1. Short title and commencement

2. Definitions

3. Power to make regulations

4. Expenses

Chapter 2

Creation of ICAVs and carrying on of business

5. Creation of ICAV with limited liability

6. Instrument of incorporation

7. Registered office and head office

8. Carrying on of business

PART 2

Registration and Authorisation of ICAVs etc.

Chapter 1

Registration

9. Registration order

10. Application for registration order

11. Contents of statement required by section 10(2)(b)(ii)

12. Making of registration order

13. Requirements referred to in section 12(1)(a)(ii)

14. Registration of certain matters following making of registration order

15. Commencement of registration order

16. Decision to refuse registration order

Chapter 2

Authorisation and approval

17. Authorisation

18. Application for authorisation

19. Grant of authorisation

20. Decision to refuse authorisation

21. Appointment and approval of depositary

22. Application for approval of management company

23. Approval of management company

24. Refusal to approve management company

25. Authorisation or approval not a warranty

26. Revocation of authorisation

27. Imposition of conditions by Bank

28. Prohibition on carrying on business as ICAV unless authorised etc.

Chapter 3

Names and changes in instrument of incorporation

29. Name of ICAV

30. Approval for change of name

31. Alteration in instrument of incorporation

Chapter 4

Execution of documents, seals, etc.

32. Execution of documents

33. Common seal

34. Official seal for share certificates

Chapter 5

Sub-funds of umbrella funds

35. Segregated liability of ICAV sub-funds

36. Requirements to be complied with by, and other matters respecting, an umbrella fund

37. Further matters about umbrella funds

PART 3

Shares and Debentures etc.

38. Power to issue shares and debentures

39. Share certificates

40. Evidence of share certificate

41. Nature of shareholding

42. Transfer of registered shares

43. Refusal to register transfer of shares

44. Certification of transfer of shares

45. Transfer: supplementary

46. Power to purchase own shares

47. Treatment of purchased shares

48. Membership

49. Register of members

50. Inspection of register of members

51. Consequences of failure to comply with requirements as to register owing to agent’s default

52. Rectification of register

53. Trusts not to be entered on the register

54. Register as evidence

55. Power of members to complain of oppressive conduct

PART 4

Directors and Other Officers

Chapter 1

Appointment, removal etc.

56. Number of directors

57. Secretary

58. Prohibition on body corporate being director

59. Avoidance of acts done by person in dual capacity as director and secretary

60. Validity of acts of directors

61. Appointment of directors to be voted on individually

62. Removal of directors

63. Prohibition of undischarged bankrupt acting as officer etc. of ICAV

64. Examination as to solvency status of director etc.

65. Register of directors and secretaries

66. Provisions supplementary to section 65

67. Entitlement to notify Bank of changes if section 65(6) contravened

68. Particulars relating to directors to be shown on all business letters

Chapter 2

Controls of directors

69. Prohibition of tax-free payments to directors

70. Payment of compensation

71. Duty of director to disclose payments made in connection with transfer of shares

72. Sections 70 and 71: supplementary

73. Contracts of employment of directors

74. Section 73: anti-avoidance

75. Prohibition of loans etc. to directors and connected persons

76. Section 75: supplementary

77. Section 75: connected persons

Chapter 3

Other matters

78. Fiduciary duties of directors of ICAVs

79. Statement of principal fiduciary duties of directors of ICAVs

80. Directors to have regard to interests of employees

81. Register of shareholdings of directors etc.

82. Disclosure for purposes of section 81

83. Declaration of interest in contracts

84. Breaches of certain duties: liability to account and indemnify

85. Power of court to grant relief to officers of ICAV

86. Restrictions on directors of insolvent ICAVs

87. Disqualification of directors etc.

PART 5

Meetings

88. Minutes of meetings

89. Annual general meetings

90. Extraordinary general meetings

91. Convening of extraordinary general meetings by members

PART 6

Charges and Debentures

Chapter 1

Interpretation

92. Definitions

Chapter 2

Registration of charges and priority

93. Registration of charges created by ICAVs

94. Duty of ICAV with respect to registration under section 93 and right of others to effect registration

95. Duty of ICAV to register charges existing on property acquired

96. Priority of charges

97. Registration of judgment mortgages

98. Register of charges

99. Certificate of registration

100. Entries of satisfaction and release of property from charge

101. Extension of time for registration of charges and rectification of register

102. Copies of instruments creating charges to be kept

103. Netting of Financial Contracts Act 1995 not to affect registration requirements

Chapter 3

Provisions as to debentures

104. Liability of trustees for debenture holders

105. Perpetual debentures

106. Power to re-issue redeemed debentures

107. Specific performance of contracts to subscribe for debentures

Chapter 4

Prohibition on registration of certain matters affecting shareholders

108. Registration against ICAV of certain matters prohibited

PART 7

Accounts, Reports and Auditing

Chapter 1

Accounting records

109. Obligation to keep adequate accounting records

110. Basic requirements for accounting records

111. Where accounting records are to be kept

112. Access to accounting records

113. Retention of accounting records

114. Accounting records: offences

115. Personal liability of officers where adequate accounting records not kept

Chapter 2

Annual accounts

116. Annual accounts

117. Accounts to include information about directors

Chapter 3

Directors’ reports

118. Directors’ report

119. Revised directors’ reports

Chapter 4

Audit

120. Auditor reports on accounts

121. Consideration by auditor of consistency of directors’ report with ICAV’s accounts

122. Duty of auditor in relation to suspected commission of indictable offence

123. Eligibility to be auditor

124. Auditor acting where ineligible

125. Appointment of auditors

126. Casual vacancy

127. Partnerships

128. Auditor’s access to records

129. Rights of auditors

130. Remuneration of auditors

131. Power of competent authority

132. Removal of auditor

133. Resolution for removal of auditor

134. Auditor who has been removed

135. Resignation of auditor

136. Statement of circumstances

137. Auditor who has resigned

138. Requirements consequent on ceasing to hold office

139. Withdrawal of approval

PART 8

Conversions of Investment Company or UCITS to ICAV

140. Conversion of investment company or UCITS to ICAV

141. Declaration of solvency

142. Registration pursuant to application for conversion

143. Further statutory declarations

144. Failure to comply

PART 9

Migration

Chapter 1

Migration-in to become ICAV

145. Definitions

146. Registration documents

147. Continuation of migrating body

148. Supplementary provision in relation to section 147

Chapter 2

De-registration following migration out

149. Definitions

150. De-registration of ICAVs when continued under law of place outside the State

151. Provisions supplementary to section 150

Chapter 3

Declaration of solvency

152. Statutory declaration as to solvency

PART 10

Receivers and Winding Up

Chapter 1

Receivers

153. Receivers

Chapter 2

Winding up

154. Winding up

PART 11

Strike Off and Restoration

Chapter 1

Strike off of ICAV

155. When Bank may strike ICAV off register

156. Grounds for involuntary strike off

157. Bank’s notice to ICAV of intention to strike it off register

158. Contents of Bank’s notice to ICAV

159. Meaning of remedial step

160. Public notice of intention to strike ICAV off register

161. Conditions for voluntary strike off

162. Public notice in case of voluntary strike off

163. Striking off (involuntary and voluntary cases) and dissolution

164. Effect of removal and dissolution

165. Power of Bank to obtain information

Chapter 2

Restoration of ICAV to register

166. Application of Chapter

167. Restoration on application to Bank

168. Restoration on application to High Court

169. Requirements for application to High Court under section 168

170. Terms of High Court order on application under section 168

171. High Court order for restoration on application of Bank

172. Supplementary High Court orders

PART 12

Investigations, Compliance and Enforcement

173. Investigations

174. Compliance orders

175. Restraining directors and others from removing assets

176. Agency with responsibility for enforcement of offences

177. District court district within which summary proceedings may be brought

178. Application of other provisions relating to offences

179. Special provisions applying where default in delivery of documents to Bank

180. General Offences

181. Evidential matters

PART 13

Miscellaneous

182. Registration and inspection of documents

183. Mergers involving ICAV

184. Taxation

185. Fees

186. Categories of offences

187. Amendments of UCITS Regulations

188. Adaptation of certain provisions of UCITS Regulations

189. Amendments of Central Bank Act 1942

190. Exemption from liability void

191. Notice, etc.

192. Director of Corporate Enforcement

SCHEDULE

Accounts

Acts Referred to

Central Bank (Supervision and Enforcement) Act 2013 (No. 26)

Central Bank Act 1942 (No. 22)

Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010 (No. 24)

Companies Act 2014 (No. 38)

Courts of Justice Act 1924 (No. 10)

Netting of Financial Contracts Act 1995 (No. 25)

Partnership Act 1890 (53 & 54 Vict., c. 39)

Registration of Deeds and Title Act 2006 (No. 12)

Registration of Title Act 1964 (No. 16)

State Property Act 1954 (No. 25)

Taxes Consolidation Act 1997 (No. 39)

Number 2 of 2015

IRISH COLLECTIVE ASSET-MANAGEMENT VEHICLES ACT 2015

An Act to make provision for the creation, operation and regulation of bodies corporate to be known as Irish Collective Asset-management Vehicles and to provide for related matters.

[4 th March, 2015]

Be it enacted by the Oireachtas as follows:

PART 1

Preliminary and General

Chapter 1

Preliminary

Short title and commencement

1. (1) This Act may be cited as the Irish Collective Asset-management Vehicles Act 2015.

(2) This Act shall come into operation on such day or days as the Minister may appoint by order or orders either generally or with reference to any particular purpose or provision and different days may be so appointed for different purposes or different provisions.

(3) In relation to times before the coming into operation of the Companies Act 2014 references in this Act to any provision of that Act have effect as references to the corresponding provisions of any enactment to be repealed by that Act.

Definitions

2. In this Act-

"AIFM Regulations" means the European Union (Alternative Investment Fund Managers) Regulations 2013 ( S.I. No. 257 of 2013 );

"annual general meeting" has the meaning given by section 89 (1);

"Audits Regulations" means the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010 ( S.I. No. 220 of 2010 );

"authorised ICAV" means an ICAV in respect of which a relevant authorisation is in operation;

"Bank" means the Central Bank of Ireland;

"Bank regulations" means regulations made by the Bank under Part 8 of the Central Bank (Supervision and Enforcement) Act 2013 ;

"category 1 offence" means an offence the penalties for which are specified in section 186 (1);

"category 2 offence" means an offence the penalties for which are specified in section 186 (2);

"category 3 offence" means an offence the penalties for which are specified in section 186 (3);

"Community act" means an act adopted by an institution of the European Union;

"company" means a company formed and registered under the Companies Act 2014 or an existing company within the meaning of that Act;

"debenture" includes debenture stock, bonds and any other securities of an ICAV whether constituting a charge on the assets of the ICAV or not;

"depositary" means a depositary within the meaning of Regulation 22(3) of the AIFM Regulations;

"disqualification order" has the same meaning as in the enactments specified in section 87 as applied in relation to an ICAV by that section;

"enactment" includes an instrument under an enactment;

"financial services legislation" has the meaning given by section 3 of the Central Bank (Supervision and Enforcement) Act 2013 ;

"group" means a holding company and its subsidiaries;

"holding company" has the meaning given by section 8 of the Companies Act 2014 ;

"ICAV" means an Irish collective asset-management vehicle;

"information" includes information contained in a document;

"instrument of incorporation" shall be read in accordance with section 6 ;

"investment company" has the same meaning as in Part 24 of the Companies Act 2014 ;

"Irish collective asset-management vehicle" means a body registered as such under this Act;

"management company", in relation to an ICAV, means a company designated by the ICAV to undertake the management of the ICAV;

"member", in relation to an ICAV, means a shareholder in the ICAV;

"Minister" means the Minister for Finance;

"officer", in relation to an ICAV, includes a director or secretary;

"ordinary resolution", in relation to an ICAV, means a resolution passed by a simple majority of the votes cast by the members of the ICAV as, being entitled to do so, vote in person or by proxy at a general meeting of the ICAV;

"register of ICAVs" means the register kept by the Bank under section 14 ;

"register of members", in relation to an ICAV, means the register of members kept by it under section 49 ;

"Registrar" means Registrar of Companies;

"registration order" shall be read in accordance with section 12 ;

"relevant authorisation" means an authorisation under-

(a) section 19 , or

(b) the UCITS Regulations;

"shadow director", in relation to an ICAV, means a person in accordance with whose directions or instructions the directors of the ICAV are accustomed to act except a person in accordance with whose directions or instructions the directors are accustomed so to act by reason only that they do so on advice given by the person in a professional capacity;

"special resolution", in relation to an ICAV, means a resolution passed by not less than 75 per cent of the votes cast by the members of the ICAV as, being entitled to do so, vote in person or by proxy at a general meeting of the ICAV;

"sub-fund" means a portfolio of assets and liabilities maintained by an ICAV in accordance with its instrument of incorporation;

"subsidiary" has the meaning given by section 7 of the Companies Act 2014 ;

"UCITS Regulations" means the European Communities (Undertakings for Investment in Transferable Securities) Regulations 2011 ( S.I. No. 352 of 2011 );

"umbrella fund" means an ICAV which has one or more sub-funds;

"undischarged bankrupt" means a person who is declared bankrupt by a court of competent jurisdiction, within the State or elsewhere, and who has not obtained a certificate of discharge or its equivalent in the relevant jurisdiction.

Power to make regulations

3. (1) The Minister may make regulations-

(a) for the general purpose of this Act or for any particular purpose of this Act, and

(b) in relation to any matter referred to as the subject of regulations.

(2) Regulations under this Act may apply either generally or by reference to a specified class or classes of ICAV, or to a specified time or times, or during a specified period or periods or by reference to any other matter as the Minister may consider appropriate.

(3) Without prejudice to any specific provision of this Act, any regulations under this Act may contain such incidental, consequential, transitional or supplementary provisions as may appear to the Minister to be necessary or proper for any purpose of this Act or in consequence of, or to give full effect to, any provision of this Act.

Expenses

4. The expenses incurred by the Minister in the administration of this Act shall be paid out of moneys provided by the Oireachtas.

Chapter 2

Creation of ICAVs and carrying on of business

Creation of ICAV with limited liability

5. (1) This Act enables by means of-

(a) the furnishing of an instrument of incorporation, and certain other information, to the Bank, and

(b) compliance with the other requirements imposed by or under this Act or any other enactment,

a body corporate, of a type to be known as an Irish collective asset-management vehicle, to be formed and registered and, subject to its obtaining the relevant authorisation, to carry on business as an authorised ICAV.

(2) The sole object of an ICAV shall be the collective investment of its funds in property and giving members the benefit of the results of the management of its funds.

(3) The liability of the members of an ICAV shall be limited to the amount, if any, unpaid on the shares respectively held by them.

(4) Subsection (3) is without prejudice to any other liability to which a member may be subject as provided by or under this Act.

Instrument of incorporation

6. (1) Any 2 or more persons, associated for any lawful purpose, may prepare or cause to be prepared an instrument to be known as an instrument of incorporation in respect of a proposed ICAV.

(2) Following the instrument’s preparation, the persons referred to in subsection (1) shall subscribe their names to the instrument of incorporation.

(3) The instrument of incorporation shall provide that-

(a) the sole object of the ICAV is the collective investment of its funds in property and giving members the benefit of the results of the management of its funds,

(b) the actual value of the paid-up share capital of the ICAV shall be at all times equal to the value of the assets of the ICAV after deduction of its liabilities,

(c) the shares of the ICAV shall, at the request of any of the shareholders, be purchased by the ICAV directly or indirectly out of the ICAV assets unless and to the extent as may be approved by the Bank and subject to such requirements as may be imposed by the Bank under this Act or any other enactment,

(d) the share capital of the ICAV shall be equal to the value for the time being of the issued share capital of the ICAV, and

(e) share capital is to be divided into a specified number of shares without assigning any nominal value to them.

(4) The Bank may specify additional matters that are to be provided for in the instrument of incorporation.

(5) In the case of a failure to comply with subsection (3) the persons who subscribed their names to the instrument of incorporation each commit a category 2 offence.

Registered office and head office

7. (1) An ICAV shall, at all times, have a registered office in the State to which all communications and notices may be addressed.

(2) An ICAV shall give notice in writing of any change in the situation of the registered office or head office of the ICAV, within 14 days after the date of the change, to the Bank which shall record that change.

(3) If an ICAV fails to comply with subsection (1), the ICAV and any officer of it who is in default commits a category 2 offence.

(4) If an ICAV fails to comply with subsection (2), the ICAV and any officer of it who is in default commits a category 3 offence.

Carrying on of business

8. (1) No business shall be carried on by an ICAV that is not an authorised ICAV.

(2) The business carried on by an authorised ICAV shall be confined to activities permitted to be carried on by-

(a) in the case of an ICAV authorised under section 19 , this Act and, where applicable, the AIFM Regulations, or

(b) in the case of an ICAV authorised under the UCITS Regulations, those Regulations.

(3) If an ICAV fails to comply with subsection (1) or (2), the ICAV and any officer of it who is in default commits a category 1 offence.

PART 2

Registration and Authorisation of ICAVs etc.

Chapter 1

Registration

Registration order

9. (1) This Chapter enables the Bank to make a registration order in respect of an ICAV.

(2) A registration order operates to effect the incorporation of the ICAV under section 15 .

Application for registration order

10. (1) To obtain a registration order in respect of a proposed ICAV an application shall be made to the Bank.

(2) The application shall-

(a) be made in writing in such manner and form as may be specified by the Bank,

(b) contain-

(i) the instrument of incorporation (subscribed to as mentioned in section 6 (2)) in respect of the ICAV, and

(ii) a statement that complies with section 11 ,

and

(c) contain or be accompanied by such other information as the Bank may specify for the purpose of determining the application.

(3) At any time after receiving an application and before determining it the Bank may by notice in writing require the person who made the application to provide additional information to it.

(4) Different requirements may be specified by the Bank for the purposes of subsection (2)(a) and (c) in relation to different classes of applications.

(5) The Bank may specify that information provided to it in compliance with subsection (1) or (2) be certified or attested as to its authenticity or correctness in such manner as the Bank may specify, including by statutory declaration.

(6) A person commits a category 2 offence if-

(a) for the purposes of or in connection with any application under this section, or

(b) in purported compliance with any requirement imposed on the person by or under this section,

the person provides information that is false or misleading in a material particular, knowing it to be so false or misleading or being reckless as to whether it is so false or misleading.

Contents of statement required by section 10 (2)(b)(ii)

11. (1) A statement complies with this section if the following conditions are met.

(2) The first condition is that the statement is in writing and contains the name and the particulars specified in subsection (3) in relation to-

(a) the persons who are to be the first directors of the ICAV,

(b) the person who is, or the persons who are, to be the first secretary or joint secretaries of the ICAV, and

(c) the situation of the ICAV’s head office and registered office.

(3) The particulars referred to in subsection (2) are-

(a) in relation to a person named as a director of the ICAV-

(i) all particulars which are, in relation to a director, required pursuant to subsection (2) of section 65 to be contained in the register kept under that section, and

(ii) if the person is disqualified under the law of a country or territory other than the State (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or an undertaking, the particulars which are required by section 66 (1) to be stated in a notification under section 65 (6),

and

(b) in relation to a person named as secretary, or as one of the joint secretaries, all particulars which are, in relation to the secretary or each joint secretary, required pursuant to subsection (4) of section 65 to be contained in the register kept under that section.

(4) The second condition is that the statement is signed by or on behalf of the subscribers to the instrument of incorporation and is accompanied by a consent signed by each of the persons named in the statement as a director, secretary or joint secretary to act in that capacity.

(5) The third condition is that where the application for the making of a registration order is made by a person as agent for the subscribers to the instrument of incorporation the statement so specifies and gives the name and address of the agent.

(6) The persons who are specified in the statement as the directors, secretary or joint secretaries of the ICAV shall, on the incorporation of the ICAV, be deemed to have been appointed as the first directors, secretary or joint secretaries of the ICAV, and any indication in the instrument of incorporation, as delivered to the Bank under this Part, specifying a person as a director, secretary or joint secretary of an ICAV shall be void unless such person is specified as a director, secretary or joint secretary in the statement.

Making of registration order

12. (1) On an application being made to it under section 10 , the Bank shall make a registration order in respect of an ICAV if-

(a) it is satisfied that-

(i) the application complies with that section,

(ii) the ICAV will, on the coming into operation of the order, comply with section 13 ,

(iii) the ICAV will, at that time, comply with any requirements imposed by or under this Act or any other enactment in relation to applications for a registration order, and

(iv) the fee (if any) prescribed under section 32E of the Central Bank Act 1942 for the purposes of this subsection has been paid,

and

(b) it has been provided with a certificate signed by a practising solicitor to the effect that the instrument of incorporation included in the application complies with this Act and any requirements imposed by or under this Act or any other enactment in relation to the contents of instruments of incorporation.

(2) If the Bank makes a registration order under subsection (1), it shall give written notice of the registration order to the applicant.

(3) The registration order shall specify the date on which it shall come into operation.

Requirements referred to in section 12 (1)(a)(ii)

13. (1) An ICAV complies with this section if the following conditions are met.

(2) The first condition is that the ICAV and its instrument of incorporation comply with the requirements of this Act and any requirements imposed by or under this Act or any other enactment.

(3) The second condition is that the registered office and head office of the ICAV are situated in the State.

(4) The third condition is that the ICAV has at least 2 directors.

(5) The fourth condition is that the name of the ICAV complies with section 29 .

Registration of certain matters following making of registration order

14. (1) On making a registration order in respect of an ICAV, the Bank shall, in a register kept by it for the purpose, enter the following:

(a) a copy of the registration order;

(b) the instrument of incorporation of the ICAV;

(c) particulars of the address of the ICAV’s head office and registered office;

(d) with respect to each person named in the statement referred to in section 10 (2)(b)(ii) as being one of the first directors of the ICAV, and the person who is, or the persons who are, to be the first secretary or joint secretaries, the particulars specified in section 11 (3).

(2) The Bank shall keep up-to-date the register referred to in subsection (1) so that it reflects any alterations in the instrument of incorporation, changes in the situation of the registered office or head office and changes in the persons who are directors or secretaries of the ICAV.

(3) The register referred to in subsection (1) shall be kept in such form as the Bank considers appropriate and shall be made available for inspection free of charge on a website maintained or used by the Bank.

Commencement of registration order

15. From the coming into operation of a registration order in respect of an ICAV, the subscribers to its instrument of incorporation, together with such other persons as may from time to time become members of the ICAV, shall constitute a body corporate-

(a) with the name as registered or changed in accordance with this Act, and

(b) having perpetual succession.

Decision to refuse registration order

16. (1) If the Bank decides to refuse to make a registration order in response to an application under section 10 , the Bank shall give written notice to the applicant of the decision.

(2) A decision to refuse to make a registration order is an appealable decision for the purposes of Part VIIA of the Central Bank Act 1942 .

Chapter 2

Authorisation and approval

Authorisation

17. This Chapter enables the Bank to authorise an ICAV which is not authorised under the UCITS Regulations.

Application for authorisation

18. (1) To obtain authorisation an ICAV shall make an application to the Bank.

(2) The application shall-

(a) be made in writing in such manner and form as may be specified by the Bank,

(b) contain-

(i) a statement of the general nature of the investment objectives of the ICAV,

(ii) if the ICAV is not authorised under the AIFM Regulations, the full name and address of the proposed external AIFM within the meaning of the AIFM Regulations, and

(iii) the full name and address of the proposed depositary,

and

(c) contain or be accompanied by such other information as the Bank may specify for the purpose of determining the application.

(3) At any time after receiving an application and before determining it the Bank may by notice in writing require the person who made the application to provide additional information to it.

(4) Different requirements may be specified by the Bank for the purposes of subsection (2)(b) and (c) in relation to different classes of applications.

(5) The Bank may specify that information provided to it in compliance with subsection (1) be certified or attested as to its authenticity or correctness in such manner as the Bank may specify, including by statutory declaration.

(6) A person commits a category 2 offence if-

(a) for the purposes of or in connection with any application under this section, or

(b) in purported compliance with any requirement imposed on the person by or under this section,

the person provides information that is false or misleading in a material particular, knowing it to be so false or misleading or being reckless as to whether it is so false or misleading.

Grant of authorisation

19. (1) On an application made to it by an ICAV under section 18 , the Bank shall grant an authorisation in respect of the ICAV if-

(a) it is satisfied that-

(i) the application complies with that section, and

(ii) the ICAV, when authorised, will be capable of complying with the conditions imposed by the Bank under section 27 and any requirements imposed by or under any enactment or financial services legislation,

(b) the Bank has approved the proposed depositary under section 21 ,

(c) if there is to be a management company, the Bank has approved the proposed management company under section 23 , and

(d) the Bank is satisfied that-

(i) the directors of the ICAV are fit and proper persons,

(ii) the experience and expertise of the directors of the ICAV, taken together, is appropriate for the purposes of carrying on the business of an ICAV,

(iii) the name of the ICAV complies with section 29 , and

(iv) the fee (if any) prescribed under section 32E of the Central Bank Act 1942 , for the purposes of this subsection has been paid.

(2) If the Bank grants an authorisation under subsection (1), it shall give written notice of the authorisation to the ICAV.

(3) The authorisation shall specify the date on which it shall come into operation.

Decision to refuse authorisation

20. (1) The Bank may refuse an application for authorisation under section 18 if the Bank is not satisfied that authorisation would be in the interests of the proper and orderly regulation of the ICAV or the application for authorisation of an ICAV has failed to comply with section 18 .

(2) If the Bank decides to refuse to grant an authorisation in response to an application under section 18 , the Bank shall give written notice to the applicant of the decision.

(3) A decision to refuse to grant an authorisation is an appealable decision for the purposes of Part VIIA of the Central Bank Act 1942 .

Appointment and approval of depositary

21. (1) An ICAV which is not authorised under the UCITS Regulations shall appoint a depositary.

(2) An application for approval of a depositary shall be made in writing to the Bank in such manner and form as may be specified by the Bank and shall contain or be accompanied by such other information as the Bank may specify for the purpose of determining the application.

(3) At any time after receiving an application and before determining it the Bank may by notice in writing require the person who made the application to provide additional information to it.

(4) The Bank may specify that information provided to it in compliance with subsection (2) or (3) be certified or attested as to its authenticity or correctness in such manner as the Bank may specify, including by statutory declaration.

(5) A person commits a category 2 offence if-

(a) for the purposes of or in connection with any application under this section, or

(b) in purported compliance with any requirement imposed on the person by or under this section,

the person provides information that is false or misleading in a material particular, knowing it to be so false or misleading or being reckless as to whether it is so false or misleading.

(6) The Bank may approve a depositary if satisfied that the depositary will be in a position to comply with any conditions imposed by the Bank under section 27 .

(7) The Bank may refuse an application for approval under this section if the Bank is not satisfied that approval would be in the interests of the proper and orderly regulation of an ICAV or the application for approval of a depositary has failed to comply with this section.

(8) If the Bank decides to refuse to grant an approval in response to an application under this section, the Bank shall give written notice to the applicant of the decision.

(9) A decision to refuse to grant an approval is an appealable decision for the purposes of Part VIIA of the Central Bank Act 1942 .

Application for approval of management company

22. (1) An application for approval of a management company shall be made in writing to the Bank in such manner and form as may be specified by the Bank and shall contain or be accompanied by such other information as the Bank may specify for the purpose of determining the application.

(2) At any time after receiving an application and before determining it the Bank may by notice in writing require the person who made the application to provide additional information to it.

(3) The Bank may specify that information provided to it in compliance with subsection (1) be certified or attested as to its authenticity or correctness in such manner as the Bank may specify, including by statutory declaration.

(4) A person commits a category 2 offence if-

(a) for the purposes of or in connection with any application under this section, or

(b) in purported compliance with any requirement imposed on the person by or under this section,

the person provides information that is false or misleading in a material particular, knowing it to be so false or misleading or being reckless as to whether it is so false or misleading.

Approval of management company

23. On an application made to it by an ICAV under section 22 , the Bank shall approve a management company if the management company is-

(a) an alternative investment fund manager authorised by the Bank under Part 2 of the AIFM Regulations or by the competent authority in its home Member State in accordance with Chapter II of Directive 2011/61/EC of the European Parliament and of the Council of 8 June 2011 ¹ , or

(b) the Bank is satisfied that-

(i) the competence of the management company in respect of matters of the kind with which it would be concerned in relation to an ICAV and its probity are such as to render it suitable to act as management company,

(ii) the management company is a body corporate that is incorporated under the law of the State and has, in the opinion of the Bank, sufficient financial resources at its disposal to enable it to conduct its business effectively and meet its liabilities, and

(iii) the management company will be in a position to comply with any conditions imposed by the Bank under section 27 .

Refusal to approve management company

24. (1) The Bank may refuse an application for approval under section 22 if the Bank is not satisfied that approval would be in the interests of the proper and orderly regulation of the ICAV or the application for approval has failed to comply with section 22 .

(2) If the Bank decides to refuse to grant an approval in response to an application under section 22 , the Bank shall give written notice to the applicant of the decision.

(3) A decision to refuse to grant an approval is an appealable decision for the purposes of Part VIIA of the Central Bank Act 1942 .

Authorisation or approval not a warranty

25. The authorisation by the Bank of an ICAV or the approval of a depositary or management company shall not constitute a warranty by the Bank as to the performance of the ICAV, depositary or management company and the Bank shall not be liable for the performance or default of an ICAV, depositary or management company.

Revocation of authorisation

26. (1) The Bank may revoke an authorisation under section 19 if it appears to the Bank that-

(a) any requirement for the granting of the authorisation is no longer satisfied,

(b) the ICAV, any of its directors or its secretary or any of its secretaries, its depositary or (if it has one) its management company-

(i) has seriously or systematically contravened financial services legislation, or

(ii) in purported compliance with any requirement imposed by or under financial services legislation, has furnished information to the Bank that is false or misleading in a material particular, knowing it to be so false or misleading or being reckless as to whether it is so false or misleading,

(c) the ICAV has not carried on the business of an authorised ICAV in the previous 6 months, or

(d) it is desirable to do so in order to protect the interests of shareholders or potential shareholders in the ICAV.

(2) For the purposes of subsection (1)(b), the Bank may take into account any matter relating to, as appropriate-

(a) the ICAV, its depositary or (if it has one) its management company,

(b) any director or secretary of the ICAV,

(c) any director of the depositary or management company,

(d) any person employed by or associated, for the purposes of the business of the ICAV, with the ICAV, depositary or management company,

(e) any person exercising influence over any director of the ICAV, depositary or management company,

(f) any body corporate in the same group of bodies corporate as the ICAV, depositary or management company,

(g) any director of any such body corporate, or

(h) any person exercising influence over any such body corporate.

(3) Before revoking an authorisation under subsection (1) the Bank shall ensure that such steps as are necessary and appropriate to secure the winding up of the ICAV (whether by the court or otherwise) have been taken.

(4) The Bank may revoke an authorisation granted to an ICAV under section 19 at the written request of the ICAV, its depositary or (if it has one) its management company.

(5) Where the Bank proposes to revoke the authorisation of an ICAV otherwise than at the request of the ICAV, its depositary or its management company, it shall give notice in writing to each of them of its intention to do so, stating the reasons for which it proposes to act and giving particulars of the rights conferred by subsection (6) .

(6) An ICAV, depositary or management company on whom a notice is served under subsection (5) may, within 14 days after the date of service, make representations in writing to the Bank.

(7) The Bank shall have regard to any representations made in accordance with subsection (6) in determining whether to revoke the authorisation.

Imposition of conditions by Bank

27. (1) The Bank may, by notice in writing, impose such conditions for-

(a) the granting of an authorisation of an ICAV,

(b) the granting of an approval of a depositary, or

(c) the granting of an approval of a management company,

under this Chapter as the Bank considers appropriate and prudent for the purposes of the orderly and proper regulation of the business of Irish collective asset-management vehicles, depositaries or management companies.

(2) Conditions imposed under subsection (1) may be imposed generally, in relation to particular classes of ICAV, depositaries or management companies or in relation to a particular ICAV, depositary or management company or by reference to any other matter that the Bank considers appropriate and prudent for the purposes of the orderly and proper regulation of the ICAV, depositary or management company.

(3) Without prejudice to the generality of subsections (1)and (2) the conditions imposed may include conditions relating to (in particular)-

(a) the investment policies of an ICAV,

(b) the issuing and content of documentation and other information disseminated by an ICAV,

(c) the criteria for appointment of a depositary,

(d) the vesting of the assets or specified assets of an ICAV in a person nominated by the Bank with such of the powers or duties of a depositary with regard to the ICAV as are specified by the Bank,

(e) the vesting of the assets or specified assets of an ICAV in a depositary,

(f) borrowing policies of an ICAV, or

(g) the timing and contents of reports issued by an ICAV,

and such other supervisory and reporting conditions relating to the business of an ICAV as the Bank considers appropriate and prudent to impose on the ICAV, depositary or management company.

(4) The power to impose conditions referred to in subsection (1) includes a power to impose such further conditions from time to time as the Bank considers appropriate and prudent for the purposes of the orderly and proper regulation of the business of Irish collective asset-management vehicles, depositaries and management companies.

(5) The Bank may, from time to time, by notice in writing given to an ICAV, depositary or management company, vary or revoke a condition imposed in accordance with subsection (1) or (4) or previously varied in accordance with this subsection.

Prohibition on carrying on business as ICAV unless authorised etc.

28. (1) Neither a body that is not an authorised ICAV nor an individual shall carry on any business under a name which includes, as its last part, the words "Irish Collective Asset-management Vehicle" or the abbreviation "ICAV".

(2) Neither a body that is not an ICAV nor an individual shall in any other manner make a representation that the body or the individual is an ICAV.

(3) A person who contravenes subsection (1) or (2) commits a category 2 offence.

Chapter 3

Names and changes in instrument of incorporation

Name of ICAV

29. (1) The name of an ICAV shall end with one of the following:

(a) Irish Collective Asset-management Vehicle;

(b) ICAV.

(2) The name of an ICAV shall not be, such as is in the opinion of the Bank, undesirable or misleading.

Approval for change of name

30. (1) If an ICAV proposes to change the name by which it is incorporated, it shall not do so unless the change is approved by the Bank as being neither undesirable nor misleading on an application under this section.

(2) If an ICAV purports to change the name by which it is incorporated without first obtaining the approval of the Bank under this section, the ICAV and any officer of it who is in default commits a category 3 offence.

Alteration in instrument of incorporation

31. (1) No alteration in the instrument of incorporation of an ICAV shall be made unless-

(a) the alteration has been approved-

(i) by ordinary resolution, or

(ii) if the instrument of incorporation so requires, by a resolution passed by such majority as is specified in the instrument of incorporation of the votes cast by the members of the ICAV who, being entitled to do so, vote in person or by proxy at a general meeting of the ICAV,

or

(b) the depositary of the ICAV has certified in writing that the alteration-

(i) does not prejudice the interests of the members of the ICAV, and

(ii) does not relate to any such matter as may be specified by the Bank as one in the case of which an alteration may be made only if approved by members of an ICAV.

(2) No alteration in the instrument of incorporation of an ICAV shall be made without the approval of the Bank.

(3) Any person who makes an alteration in the instrument of incorporation of an ICAV otherwise than in accordance with subsections (1) and (2) commits a category 3 offence.

(4) Within 21 days after the date of the making of an alteration in the instrument of incorporation of an ICAV, the ICAV shall deposit with the Bank a copy of the instrument of incorporation as so altered or containing the alterations.

(5) If an ICAV fails to comply with subsection (4), it commits a category 2 offence.

(6) In this section "alteration in the instrument of incorporation" does not include a change in the name of the ICAV.

Chapter 4

Execution of documents, seals, etc.

Execution of documents

32. (1)Contracts on behalf of an ICAV may be made as follows:

(a) a contract which, if made between natural persons, would be by law required to be in writing and to be under seal, may be made on behalf of the ICAV in writing under the common seal of the ICAV in accordance with this section;

(b) a contract which, if made between natural persons, would be by law required to be in writing, signed by the parties, may be made on behalf of the ICAV in writing, signed by any person acting under its authority, express or implied;

(c) a contract which, if made between natural persons, would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the ICAV by any person acting under its authority, express or implied.

(2) A contract made according to this section shall bind the ICAV and its successors and all other parties to it.

(3) A contract made according to this section may be varied or discharged in the same manner in which it is authorised by this section to be made.

(4) The following provisions of this section shall apply whether it is the case that-

(a) as permitted by section 33 , the ICAV does not have a common seal, or

(b) the ICAV does have such a seal.

(5) A document has the same effect as if executed under the common seal of the ICAV if it is expressed (in whatever form of words) to be executed by the ICAV and it is signed on behalf of the ICAV-

(a) by 2 authorised signatories, or

(b) by a director of the ICAV in the presence of a witness who attests the signature.

(6) Each of the following is an authorised signatory for the purposes of subsection (5):

(a) a director of the ICAV;

(b) the secretary (or any joint secretary) of the ICAV; or

(c) any person authorised by the directors of the ICAV in accordance with the ICAV’s instrument of incorporation.

(7) Where a document is to be signed by a person on behalf of more than one ICAV, it is not duly signed by that person for the purposes of this section unless he or she signs it separately in each capacity.

(8) References in this section to a document being (or purporting to be) signed by a secretary are to be read, in a case where that office is held by a firm, as references to its being (or purporting to be) signed by an individual authorised by the firm to sign on its behalf.

Common seal

33. (1) An ICAV may provide itself with a common seal (but there is no requirement that it shall have such a seal).

(2) An ICAV which has a common seal shall have its name engraved in legible characters on the seal.

(3) A person who is an officer of an ICAV, or a person acting on behalf of an ICAV, commits a category 3 offence by using, or authorising the use of, a seal purporting to be a seal of the ICAV on which its name is not engraved as required by subsection (2).

Official seal for share certificates

34. (1) An ICAV which has a common seal may have, for use for sealing shares issued by the ICAV and for sealing documents creating or evidencing shares so issued, an official seal which is a facsimile of its common seal with the addition on its face of the word "securities".

(2) The official seal when duly affixed to a document has the same effect as the ICAV’s common seal.

Chapter 5

Sub-funds of umbrella funds

Segregated liability of ICAV sub-funds

35. Despite any enactment or rule of law to the contrary-

(a) any liability incurred on behalf of or attributable to any sub-fund of an umbrella fund shall be discharged solely out of the assets of that sub-fund, and

(b) no umbrella fund or any director, receiver, liquidator, provisional liquidator or other person shall apply, or be obliged to apply, the assets of any such sub-fund in satisfaction of any liability incurred on behalf of or attributable to any other sub-fund of the same umbrella fund.

Requirements to be complied with by, and other matters respecting, an umbrella fund

36. (1) An umbrella fund to which section 35 applies shall-

(a) ensure that the words "An umbrella fund with segregated liability between sub-funds" are included in all its letterheads and in any agreement entered into by it in writing with a third party, and

(b) disclose to a third party that it is a segregated liability umbrella fund before it enters into an oral contract with the third party.

(2) If an umbrella fund fails to comply with subsection (1)(a) or (b), the umbrella fund and any officer of it who is in default commits a category 3 offence.

(3) There shall be implied in every contract, agreement, arrangement or transaction entered into by an umbrella fund to which section 35 applies the following terms:

(a) the party or parties contracting with the umbrella fund shall not seek, whether in any proceedings or by any other means whatsoever or wherever, to have recourse to any assets of any sub-fund of the umbrella fund in the discharge of all or any part of a liability which was not incurred on behalf of that sub-fund;

(b) if any party contracting with the umbrella fund shall succeed by any means whatsoever or wherever in having recourse to any assets of any sub-fund of the umbrella fund in the discharge of all or any part of a liability which was not incurred on behalf of that sub-fund, that party shall be liable to the umbrella fund to pay a sum equal to the value of the benefit thereby obtained by it;

(c) if any party contracting with the umbrella fund shall succeed in seizing or attaching by any means, or otherwise levying execution against, any assets of a sub-fund of an umbrella fund in respect of a liability which was not incurred on behalf of that sub-fund, that party shall hold those assets or the direct or indirect proceeds of the sale of such assets on trust for the umbrella fund and shall keep those assets or proceeds separate and identifiable as such trust property.

(4) All sums recovered by an umbrella fund as a result of any such trust as is described in subsection (3) (c) shall be credited against any concurrent liability pursuant to the implied term set out in subsection (3)(b).

(5) Any asset or sum recovered by an umbrella fund pursuant to the implied term set out in paragraph (b) or (c) of subsection (3) or by any other means whatsoever or wherever in the events referred to in those paragraphs shall, after the deduction or payment of any costs of recovery, be applied so as to compensate the sub-fund affected.

(6) In the event that assets attributable to a sub-fund to which section 35 applies are taken in execution of a liability not attributable to that sub-fund, and in so far as such assets or compensation in respect thereof cannot otherwise be restored to that sub-fund affected, the directors of the umbrella fund, with the consent of the depositary, shall certify or cause to be certified, the value of the assets lost to the sub-fund affected and transfer or pay from the assets of the sub-fund or sub-funds to which the liability was attributable, in priority to all other claims against such sub-fund or sub-funds, assets or sums sufficient to restore to the sub-fund affected, the value of the assets or sums lost to it.

Further matters about umbrella funds

37. (1) Without prejudice to the other provisions of this Chapter, a sub-fund of an umbrella fund is not a legal person separate from that umbrella fund, but an umbrella fund may sue and be sued in respect of a particular sub-fund and may exercise the same rights of set-off, if any, as between its sub-funds as apply at law in respect of an ICAV and the property of a sub-fund is subject to orders of the High Court as it would have been if the sub-fund were a separate legal person.

(2) Nothing in this Chapter shall prevent the application of any enactment or rule of law which would require the application of the assets of any sub-fund in discharge of some or all of the liabilities of any other sub-fund on the grounds of fraud or misrepresentation.

(3) A sub-fund may be wound up as if the sub-fund were a separate ICAV but, in any such case, the appointment of the liquidator or any provisional liquidator and the powers, rights, duties and responsibilities of the liquidator or any provisional liquidator shall be confined to the sub-fund or sub-funds which is or are being wound up.

(4) For the purposes of subsection (3), all references in enactments relating to the winding up of an ICAV to one of the following words shall be read as follows:

(a) "ICAV" shall be read as referring to the sub-fund or sub-funds which is or are being wound up;

(b) a "member" or "members" shall be read as referring to the holders of the shares in that sub-fund or sub-funds;

(c) "creditors" shall be read as referring to the creditors of that sub-fund or sub- funds.

PART 3

Shares and Debentures etc.

Power to issue shares and debentures

38. (1) An ICAV may issue shares and debentures according to its instrument of incorporation, its prospectus, Bank regulations and conditions imposed under section 27 .

(2) An ICAV may issue shares as fully paid up, or subscribed and partly paid up, in such manner as may be provided by its instrument of incorporation and in accordance with its prospectus, Bank regulations and conditions imposed under section 27 .

(3) An ICAV may issue more than one class of shares, and may create more than one sub- fund, in accordance with its instrument of incorporation, its prospectus, Bank regulations and conditions imposed under section 27 .

(4) The assets of an ICAV shall belong exclusively to the ICAV and no shareholder has any interest in the assets of the ICAV.

(5) The rights which attach to each share of an ICAV of any given class are the following:

(a) the right, in accordance with the instrument of incorporation of the ICAV, to participate in or receive profits or income arising from the acquisition, holding, management or disposal of assets of the ICAV;

(b) the right, in accordance with the instrument of incorporation of the ICAV, to vote at any general meeting of the ICAV or at any meeting of shareholders of that class of shares;

(c) such other rights as may be provided for in the instrument of incorporation of the ICAV in relation to shares of that class, subject to Bank regulations and conditions imposed under section 27 .

(6) In respect of any class of shares, the rights referred to in subsection (5) may, if the instrument of incorporation of the ICAV so provides, be expressed in one or more denominations.

Share certificates

39. (1) Subject to subsection (3), to Bank regulations and conditions imposed under section 27 , an ICAV shall prepare and have ready for delivery the certificates of all shares and debentures allotted or transferred, in accordance with its instrument of incorporation.

(2) In subsection (1) "transfer" means a transfer that is (where appropriate) duly stamped and is otherwise valid, and does not include such a transfer as the ICAV is, for any reason, entitled to refuse to register and does not register.

(3) Subsection (1) does not require an ICAV to prepare share certificates in the following circumstances:

(a) where the ICAV’s instrument of incorporation states that share certificates will not be issued and contains provision for the issue of written confirmations of entry in the register of members;

(b) where the shareholder has indicated to the ICAV in writing that the shareholder does not wish to receive a certificate.

(4) If an ICAV fails to comply with subsection (1) the ICAV and any officer of it who is in default commits a category 3 offence.

Evidence of share certificate

40. A certificate under the common seal of an ICAV, or the seal kept by an ICAV pursuant to section 34 , specifying any shares held by any member shall be prima facie evidence of the title of the member to the shares.

Nature of shareholding

41. The shares or other interest of any member in an ICAV shall be personal property, transferable, subject to the provisions of this Act, Bank regulations and conditions imposed under section 27 , in a manner provided by the instrument of incorporation of the ICAV and shall not be of the nature of real property.

Transfer of registered shares

42. (1) Subject to subsection (2), and despite anything in the instrument of incorporation of an ICAV, it shall not be lawful for the ICAV to register a transfer of shares in or debentures of the ICAV unless a proper instrument of transfer has been delivered to the ICAV.

(2) Nothing in subsection (1) shall prejudice any power of the ICAV to register as shareholder or debenture holder any person to whom the right to any shares in, or debentures of, the ICAV has been transmitted by operation of law.

(3) If an ICAV registers a transfer in contravention of this section the ICAV and any officer of it who is in default commits a category 3 offence.

(4) In this section "instrument of transfer" means such evidence as is required to prove the right of the transferor to transfer the shares as set out in the instrument of incorporation of the ICAV or the prospectus of the ICAV.

Refusal to register transfer of shares

43. (1) An ICAV may, before the end of the period of 2 months commencing with the date of receipt of the transfer documents relating to any transfer of shares, refuse to register the transfer if-

(a) there exists a minimum requirement as to the number or value of shares that are to be held by any shareholder of the ICAV and the transfer would result in either the transferor or transferee holding less than the required minimum, or

(b) the transfer would result in a contravention of any provision of the ICAV’s instrument of incorporation or would produce a result inconsistent with any provision of the ICAV’s prospectus.

(2) An ICAV shall give the transferee written notice of any refusal to register a transfer of shares.

(3) But an ICAV is not required to register a transfer or give notice to any person of a refusal to register a transfer where registering the transfer or giving the notice would result in a contravention of any provision of law (including any law that is for the time being in force in a country or territory other than the State).

(4) If an ICAV fails to give notice as required by subsection (2) the ICAV and any officer of it who is in default commits a category 3 offence.

Certification of transfer of shares

44. (1) The certification by an ICAV of any instrument of transfer of shares in or debentures of the ICAV shall be taken as a representation by the ICAV to any person acting on the faith of the certificate that there have been produced to the ICAV such documents as on the face of them show a prima facie title to the shares or debentures in the transferor named in the instrument of transfer, but not as a representation that the transferor has any title to the shares or debentures.

(2) For the purposes of subsection (1), an instrument shall be deemed to be certified if-

(a) the instrument bears the words "certificate lodged" (or words to the same effect), and

(b) the instrument is signed by a person acting under authority (whether express or implied) given by the ICAV to issue and sign such certificates.

(3) For the purposes of subsection (2), a certificate shall be deemed to be signed by any person if-

(a) it purports to be authenticated by the person’s signature or initials (whether hand written or not), and

(b) it is not shown that the signature or initials was or were placed there neither by the person nor by any person authorised to use the signature or initials for the purpose of certifying transfers on the ICAV’s behalf.

(4) Where any person acts on the faith of a false certificate by an ICAV made negligently, the ICAV shall be under the same liability to the person as if the certificate had been made fraudulently.

Transfer: supplementary

45. (1) Nothing in the preceding provisions of this Part prejudices any power of an ICAV to register as shareholder or debenture holder any person to whom the right to any shares in or debentures of the ICAV has been transmitted by operation of law.

(2) A transfer of registered shares or other interest of a deceased member of an ICAV made by the deceased member’s personal representatives shall, although the personal representatives are not members of the ICAV, be as valid as if they had been such a member at the time of the execution of the instrument of transfer.

(3) On the death of any one of the joint holders of any shares in an ICAV, the survivor is to be the only person recognised by the ICAV as having any title to or any interest in those shares.

(4) The production to an ICAV of any document which is by law sufficient evidence of probate of the will or letters of administration of the estate of a deceased person having been granted to some person shall be accepted by the ICAV, despite anything in its instrument of incorporation, as sufficient evidence of the grant.

Power to purchase own shares

46. (1) Subject to subsection (2), the purchase by an ICAV of its own shares shall be on such terms and in such manner as may be provided by its instrument of incorporation and in accordance with Bank regulations and conditions imposed under section 27 .

(2) An ICAV shall not purchase its own shares unless they are fully paid, but nothing in this subsection shall prevent a purchase being made in accordance with section 47 (2).

(3) But an ICAV is not required to create any reserve account.

(4) If an ICAV fails to comply with subsection (2) the ICAV and any officer of it who is in default commits a category 3 offence.

Treatment of purchased shares

47. (1) Shares of an ICAV which have been purchased by or otherwise transferred to the ICAV shall be cancelled and the amount of the issued share capital of the ICAV shall be reduced by the amount of the consideration paid by the ICAV for the purchase or other transfer of the shares.

(2) Despite subsection (1), an umbrella fund may, for the account of any of its sub-funds, and in accordance with conditions imposed by the Bank, acquire by subscription or transfer for consideration, shares of any class or classes, however described, representing other sub-funds of the same umbrella fund.

Membership

48. Every person who agrees to become a member of an ICAV, and whose name is entered on its register of members, shall be a member of the ICAV.

Register of members

49. (1) An ICAV shall keep a register of its members and enter in it the following particulars:

(a) the names and addresses of the members and a statement of the shares held by each member, distinguishing each share by its number so long as the share has a number, the sub-fund (if any) and share class (if any) of such sub-fund to which the share belongs and any amount paid or agreed to be considered as paid on the shares held by each member;

(b) the date at which each person was entered in the register as a member;

(c) the date at which any person ceased to be a member.

(2) The entries required under subsection (1)(a) and (b) shall be made within 2 days after the date of the conclusion of the agreement with the ICAV to become a member.

(3) The entry required under subsection (1)(c) shall be made-

(a) within 2 days after the date when the person concerned ceased to be a member, or

(b) if the person ceased to be a member otherwise than as a result of action by the ICAV, within 2 days after the date of the production to the ICAV of evidence satisfactory to the ICAV of the occurrence of the event whereby the person ceased to be a member.

(4) If an ICAV fails to comply with any of subsections (1) to (3), the ICAV and any officer of it who is in default commits a category 3 offence.

Inspection of register of members

50. (1) Subject to subsection (2), the register of members shall be kept available for inspection by a person entitled to inspect it-

(a) at the registered office of the ICAV, or

(b) at an alternative place notified to the Bank under subsection (3) as the place where the register of members is kept.

(2) The register of members shall not be kept at a place outside the State.

(3) Subject to subsection (4), every ICAV shall send notice to the Bank of the place where its register of members is kept and of any change in that place.

(4) An ICAV shall not be bound to send notice under subsection (3) where the register has, at all times since it came into existence, been kept at the registered office of the ICAV.

(5) If an ICAV fails to comply with any of subsections (1) to (3), the ICAV and any officer of it who is in default commits a category 3 offence.

(6) The persons entitled to inspect the register of members of an ICAV are-

(a) the Bank,

(b) the Director of Corporate Enforcement, and

(c) any statutory body which needs to inspect the register in order properly to exercise any of its functions.

Consequences of failure to comply with requirements as to register owing to agent’s default

51. Where, by virtue of section 50 (1)(b), the register of members of an ICAV is kept at the office of some person other than the ICAV, and by reason of any default of that person the ICAV fails to comply with that section or with any requirements of this Act as to the production of the register, that other person shall be liable to the same penalties as if that other person were an officer of the ICAV who is in default.

Rectification of register

52. (1) If-

(a) the name of any person is, without sufficient cause, entered in, or omitted from, the register of members in contravention of section 49 (1),

(b) default is made as to the details contained in any entry on the register of members in contravention of section 49 (1), or

(c) default is made in entering on the register of members within the period fixed by section 49 (3) the fact of any person having ceased to be a member,

the person aggrieved, or any member of the ICAV, or the ICAV, may apply to the High Court for rectification of the register.

(2) Where an application is made under this section, the High Court may either refuse the application or may order rectification of the register and payment by the ICAV of compensation for any loss sustained by any party aggrieved.

(3) On an application under this section the High Court may decide any question relating to the title of any person who is a party to the application to have his or her name entered in or omitted from the register of members (whether the question arises between members or alleged members, or between members or alleged members on the one hand and the ICAV on the other hand) and generally may decide any question necessary or expedient to be decided for rectification of the register.

(4) The High Court when making an order for the rectification of the register of members shall by its order direct, if appropriate, notice of the rectification to be given to the Bank.

(5) An ICAV may, without application to the High Court, at any time rectify any error or omission in the register but such a rectification shall not adversely affect any person unless the person agrees to the rectification made.

(6) The ICAV shall, within 21 days after the date on which rectification under subsection (5) has been made, give to the Bank notice in writing of the rectification if the error or omission also occurs in any document forwarded by the ICAV to the Bank.

(7) Without prejudice to the generality of subsection (5), a rectification may be effected by the ICAV under that subsection of an error or omission that relates to the amount of the ICAV’s issued share capital (whether it consists of an overstatement or an understatement of it) and subsection (6) shall apply in the circumstances there set out in the event of such a rectification.

Trusts not to be entered on the register

53. No notice of any trust, express, implied or constructive, shall be entered on the register of members of an ICAV.

Register as evidence

54. The register of members shall be prima facie evidence of any matters by this Act directed or authorised to be inserted in it.

Power of members to complain of oppressive conduct

55. (1) A member of an ICAV who complains that the affairs of the ICAV are being conducted or that the powers of the directors of the ICAV are being exercised-

(a) in a manner oppressive to the member or to any of the members (including himself or herself), or

(b) in disregard of the interest of the member or any of the members as a member or members,

may apply to the High Court for an order under this section.

(2) If, on an application under subsection (1) the High Court is of the opinion that the ICAV’s affairs are being conducted or the directors’ powers are being exercised in a manner mentioned in subsection (1)(a) or (b), the High Court may, with a view to bringing to an end the matters complained of, make such order or orders as it thinks fit.

(3) The orders which the High Court may so make include the following:

(a) an order directing or prohibiting any act or cancelling or varying any transaction;

(b) an order for regulating the conduct of the ICAV’s affairs in future;

(c) an order for the purchase of the shares of any members of the ICAV by other members of the ICAV or by the ICAV and, in the case of a purchase by the ICAV, for the reduction accordingly of the ICAV’s capital;

(d) an order for the payment of compensation.

(4) Where an order under this section makes any amendment of an ICAV’s instrument of incorporation, then, despite anything in any other provision of this Act but subject to the provisions of the order, the ICAV concerned shall not have power without the leave of the High Court to make any further amendment of the instrument of incorporation inconsistent with the provisions of the order.

(5) However, subject to subsection (4), the amendment made by the order shall be of the same effect as if duly made by resolution of the ICAV, and the provisions of this Act shall apply to the instrument of incorporation as so amended accordingly.

(6) A certified copy of any order under this section amending or giving leave to amend an ICAV’s instrument of incorporation shall, within 21 days after the day on which it is made, be delivered by the ICAV to the Bank for registration.

(7) If an ICAV fails to comply with subsection (6), the ICAV and any officer of it who is in default commits a category 3 offence.

(8) Each of the following:

(a) the personal representative of a person who, at the date of his or her death was a member of an ICAV;

(b) any trustee of, or person beneficially interested in, the shares of an ICAV by virtue of the will or intestacy of any such person;

may apply to the High Court under subsection (1) for an order under this section and, accordingly, any reference in that subsection to a member of an ICAV shall be construed as including a reference to any such personal representative, trustee or person beneficially interested or to all of them.

(9) If, in the opinion of the High Court, the hearing of proceedings under this section would involve the disclosure of information, the publication of which would be seriously prejudicial to the legitimate interests of the ICAV, the High Court may order that the hearing of the proceedings or any part of them shall be in camera.

PART 4

Directors and Other Officers

Chapter 1

Appointment, removal etc.

Number of directors

56. An ICAV shall have at least 2 directors.

Secretary

57. (1) An ICAV shall have a secretary or joint secretaries, who may be one of the directors.

(2) Anything required or authorised to be done by or to the secretary may, if the office is vacant or there is for any other reason no secretary capable of acting, be done by or to any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or to any officer of the ICAV authorised generally or specially in that behalf by the directors.

(3) Subject to section 11 (6), the secretary shall be appointed by the directors of the company for such term, at such remuneration and on such conditions as they may think fit; and any secretary so appointed may be removed by them.

(4) The directors of a company shall have a duty to ensure that the person appointed as secretary has the skills necessary to discharge his or her statutory and other legal duties and such other duties as may be delegated to the secretary by the directors.

(5) The cases to which subsection (4) applies includes the case of an appointment of one of the directors of the company as secretary.

(6) In subsections (2) to (5) references to a secretary include references to joint secretaries.

Prohibition on body corporate being director

58. (1) An ICAV shall not have as a director of the ICAV a body corporate or an unincorporated body of persons.

(2) Any purported appointment of a body corporate or an unincorporated body of persons as a director of an ICAV shall be void.

Avoidance of acts done by person in dual capacity as director and secretary

59. A provision contained in this Act or any instrument made under it or in the instrument of incorporation of an ICAV requiring or authorising a thing to be done by or to a director and the secretary of an ICAV shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.

Validity of acts of directors

60. The acts of a director of an ICAV shall be valid despite any defect which may afterwards be discovered in the director’s appointment or qualification.

Appointment of directors to be voted on individually

61. (1) At a general meeting of an ICAV, a motion for the appointment of 2 or more persons as directors of the ICAV by a single resolution shall not be made, unless a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it.

(2) Subject to subsections (3) and (4), a resolution moved in contravention of this section shall be void, whether or not its being so moved was objected to at the time.

(3) Subsection (2) shall not be taken as excluding the operation of section 60 .

(4) Where a resolution moved in contravention of this section is passed, no provision for the automatic re-appointment of retiring directors in default of another appointment shall apply.

(5) For the purposes of this section, a motion for approving a person’s appointment or for nominating a person for appointment shall be treated as a motion for the person’s appointment.

(6) Nothing in this section shall apply to a resolution altering an ICAV’s instrument of incorporation.

Removal of directors

62. (1) An ICAV may by ordinary resolution remove a director before the end of the director’s period of office despite anything in its instrument of incorporation or in any agreement between the ICAV and the director.

(2) In the case of a resolution to remove a director under this section, or to appoint somebody instead of the director so removed at the meeting at which he or she is removed, the following provisions shall apply:

(a) the ICAV shall be given not less than 28 days’ notice of the intention to move the resolution unless the directors of the ICAV have resolved to submit it;

(b) on receipt of the notice the ICAV shall forthwith send a copy of the resolution to the director concerned, and the director (whether or not a member of the ICAV) shall be entitled to be heard on the resolution at the meeting;

(c) the ICAV shall give its members notice of the resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice of it, either by advertisement in a daily newspaper circulating in the district in which the registered office of the ICAV is situated or in any other mode allowed by the instrument of incorporation not less than 21 days before the date of the meeting.

(3) If subsection (2) has not been complied with, the resolution shall, subject to subsection (4), not be effective.

(4) If, after notice of the intention to move a resolution such as is mentioned in subsection (2) has been given to the ICAV, a meeting is called for a date 28 days or less after the date on which the notice has been given, the notice, though not given within the time required by paragraph (a) of subsection (2), shall be deemed to have been properly given for the purposes of that paragraph.

(5) Subject to subsection (7), where notice is given of an intended resolution to remove a director and the director concerned makes in relation to the resolution representations in writing to the ICAV (not exceeding a reasonable length) and requests their notification to the members of the ICAV, the ICAV shall (unless the representations are received by it too late for it to do so)-

(a) in any notice of the resolution given to members of the ICAV, state the fact that the representations have been made, and

(b) send a copy of the representations to every member of the ICAV to whom notice of the meeting is sent (whether before or after receipt of the representations by the ICAV).

(6) If a copy of the representations is not sent as mentioned in subsection (5) (whether because they were received too late or because of the ICAV’s default), the director may (without prejudice to his or her right to be heard orally) require that the representations be read out at the meeting.

(7) Copies of the representations need not be sent out, and the representations need not be read out at the meeting, as mentioned in subsection (5) or (6), if, on the application either of the ICAV or of any other person who claims to be aggrieved, the High Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and orders that those things need not be done.

(8) The High Court may order the ICAV’s costs on an application under subsection (7) to be paid in whole or in part by the director concerned, even if the director is not a party to the application.

Prohibition of undischarged bankrupt acting as officer etc. of ICAV

63. (1) If any person being an undischarged bankrupt acts as a director or secretary of, or directly or indirectly takes part or is concerned in the promotion, formation or management of, an ICAV except with the leave of the High Court, the person commits a category 2 offence.

(2) Where a person is convicted of an offence under subsection (1) the person shall be deemed to be subject to a disqualification order from the date of such conviction if he or she was not, or was not deemed to be, subject to such an order on that date.

Examination as to solvency status of director etc.

64. (1) Where the Director of Corporate Enforcement has reason to believe that a director or secretary of an ICAV is an undischarged bankrupt, the Director may require the director or secretary of the ICAV to produce by a specified date a sworn statement of all relevant facts pertaining to the director’s, or secretary’s, financial position, both within the State and elsewhere, and, in particular, to any matter pertaining to bankruptcy as at a particular date.

(2) The High Court may, on the application of the Director of Corporate Enforcement, require a director or secretary of an ICAV who has made a statement under subsection (1) to appear before it and answer on oath any question pertaining to the content of the statement.

(3) The High Court may, on the application of the Director of Corporate Enforcement, make a disqualification order against a person who is a director or secretary of an ICAV, to be for such period as the High Court specifies, on the grounds that the person is an undischarged bankrupt.

(4) A director or secretary of an ICAV who fails to comply with a requirement under subsection (1) commits a category 3 offence.

Register of directors and secretaries

65. (1) An ICAV shall keep at its registered office a register of its directors and secretaries and, if any, its deputy and assistant secretaries.

(2) Subject to subsection (3), the register shall contain the following particulars relating to each director:

(a) present forename and surname and any former forename and surname;

(b) date of birth;

(c) usual residential address;

(d) nationality;

(e) business occupation, if any;

(f) particulars of any other present or former directorships of bodies corporate, whether incorporated in the State or elsewhere.

(3) It is not necessary for the register to contain on any day particulars of any directorship-

(a) which has not been held by a director at any time during the 5 years preceding that day, or

(b) which is held or was held by a director in bodies corporate of which the ICAV is or was the wholly-owned subsidiary or which are or were the wholly-owned subsidiaries either of the ICAV or of another body corporate of which the ICAV is or was the wholly-owned subsidiary,

and for the purposes of this subsection a body corporate is the wholly-owned subsidiary of another if it has no members except that other and that other’s wholly-owned subsidiaries and its or their nominees.

(4) Subject to subsection (5), the register shall contain the following particulars relating to the secretary or, where there are joint secretaries, in relation to each of them, any deputy secretary or any assistant secretary:

(a) in the case of an individual, present forename and surname, any former forename and surname, usual residential address and date of birth;

(b) in the case of a body corporate, the corporate name and, if the body corporate is registered, its registered office, the register in which it is registered and its number in that register.

(5) Where all the partners in a firm are joint secretaries of an ICAV, the name and principal office of the firm may be stated instead of those particulars.

(6) The ICAV shall, within 14 days after the date of the happening of-

(a) any change among its directors or in its secretary or deputy or assistant secretary, or

(b) any change in any of the particulars contained in the register,

send to the Bank a notification in writing of the change and of the date on which it occurred.

(7) In the case of a person who is a director of more than one ICAV the following provisions apply:

(a) the person may send a notification in writing to the Bank of a change in usual residential address or of a change in name and (in each case) of the date on which the change occurred;

(b) if such a notification is sent to the Bank and each ICAV is listed in the notification as being one of which the person is a director-

(i) each ICAV shall be relieved, as respects, and only as respects, that particular change or, as the case may be, those particular changes, of the obligation under subsection (6) to send a notification of it or them to the Bank, and

(ii) the Bank may proceed to record the relevant change or changes concerning the person in relation to each ICAV.

(8) A notification sent to the Bank pursuant to subsection (6) of the appointment of a person as a director, secretary or joint secretary, deputy secretary or assistant secretary of an ICAV shall be accompanied by a consent signed by that person to act as director, secretary or joint secretary, deputy secretary or assistant secretary, as the case may be.

(9) For the purposes of this section-

(a) in the case of a person usually known by a title different from his or her surname, the expression "surname" means that title,

(b) references to a "former forename or surname" do not include-

(i) in the case of a person usually known by a title different from his or her surname, the name by which he or she was known previous to the adoption of or succession to the title,

(ii) in the case of any person, a former forename or surname where that name or surname was changed or disused before the person bearing the name attained the age of 18 years or has been changed or disused for a period of not less than 20 years, or

(iii) in the case of a married woman, the name or surname by which she was known previous to her marriage.

Provisions supplementary to section 65

66. (1) Without prejudice to section 65 (6), a change among the directors for the purposes of that provision includes the case of a director’s becoming disqualified under the law of a country or territory other than the State (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or an undertaking; and, accordingly, in such a case the notification under section 65 (6) shall state in relation to the director-

(a) the jurisdiction in which the director became disqualified,

(b) the date on which the director became disqualified, and

(c) the period for which the director is disqualified.

(2) Without prejudice to subsection (1) and to the requirement under section 65 (8) that the notification be accompanied by the consent referred to there, if-

(a) the notification sent to the Bank pursuant to section 65 (6) is a notification of the appointment of a person as a director of an ICAV, and

(b) that person is a person who is disqualified under the law of a country or territory other than the State (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or an undertaking,

that person shall secure that the notification is accompanied by a statement in writing and signed by that person specifying-

(i) the jurisdiction in which the person became disqualified,

(ii) the date on which the person became disqualified, and

(iii) the period for which the person is disqualified.

(3) It shall be the duty of each director and secretary and deputy or assistant secretary of an ICAV to give information in writing to the ICAV as soon as may be of such matters as may be necessary to enable the ICAV to comply with section 65 and the preceding provisions of this section.

(4) If default is made in complying with section 65 , the ICAV and any officer of it who is in default commits a category 3 offence.

(5) A person who fails to comply with subsection (1), (2) or (3) commits a category 3 offence.

Entitlement to notify Bank of changes if section 65 (6) contravened

67. (1) This section applies if an ICAV fails to send, in accordance with section 65 (6), a notification, in the specified form, to the Bank of the fact of a person’s having ceased, for whatever reason, to be a director or secretary of the ICAV and of the date on which that event occurred.

(2) The former director or secretary may serve on the ICAV a notice-

(a) requesting it to send forthwith the notification of that matter in the specified form to the Bank, and

(b) stating that, if the ICAV fails to comply with that request within 21 days after the date of the service of the notice on it, he or she will forward to the Bank and to every person who, to his or her knowledge, is an officer of the ICAV a copy of any notice of resignation by him or her as a director or secretary of the ICAV or any other documentary proof of his or her having ceased to be such a director or secretary together with what is required to be forwarded by subsection (3) .

(3) This subsection requires to be forwarded-

(a) to the Bank, such additional information as may be specified by the Bank (which may include a statutory declaration made by the former director or secretary stating the names of the persons who, to his or her knowledge, are officers of the ICAV), and

(b) to every other person who, to his or her knowledge, is an officer of the ICAV, a written request of the person that he or she take such steps as will ensure that the failure of the ICAV to comply with the notice continues no further.

(4) If an ICAV fails to comply with a request made of it under a notice referred to in subsection (2) the person who served the notice may forward to the Bank and to every person who, to his or her knowledge, is an officer of the ICAV a copy of the notice of resignation or other documentary proof referred to in subsection (2)(b) if, but only if, there is forwarded together with that notice or proof-

(a) in the case of the Bank, the additional information referred to in subsection (3)(a), and

(b) in the case of every other such person, the written request referred to in subsection (3)(b).

(5) No notice of resignation or other documentary proof of a person’s having ceased to be a director or secretary of an ICAV which is forwarded to the Bank by that person (other than such a notice or other proof which is forwarded under this section) shall be considered by the Bank.

(6) No additional information referred to in subsection (3)(a) that is-

(a) included in a notice of resignation or other documentary proof referred to in this section, and

(b) forwarded, under and in accordance with this section, to the Bank,

shall, of itself, be regarded as constituting defamatory matter.

Particulars relating to directors to be shown on all business letters

68. (1) Subject to subsection (2), an ICAV shall, in all business letters on or in which the ICAV’s name appears and which are sent by the ICAV to any person, state in legible characters in relation to every director the following particulars:

(a) the director’s present forename, or initials, and present surname;

(b) any former forenames and surnames of the director;

(c) the director’s nationality, if not Irish.

(2) If special circumstances exist which render it in the opinion of the Bank expedient that such an exemption should be granted, the Bank may, subject to such conditions as it may think fit, grant exemption from the obligations imposed by subsection (1).

(3) If an ICAV makes default in complying with this section, the ICAV and any officer of it who is in default commits a category 3 offence.

(4) For the purposes of this section-

(a) "director" includes a shadow director and "officer" shall be construed accordingly;

(b) "initials" includes a recognised abbreviation of a forename;

(c) subsection (9) of section 65 shall apply as it applies for the purposes of that section.

Chapter 2

Controls of directors

Prohibition of tax-free payments to directors

69. (1) It shall not be lawful for an ICAV to pay a director of the ICAV remuneration (whether as director or otherwise)-

(a) free of income tax or the universal social charge, or

(b) otherwise calculated by reference to or varying with the amount of the director’s income or to or with the rate of income tax.

(2) Any provision contained in-

(a) an ICAV’s instrument of incorporation,

(b) any contract, or

(c) any resolution of an ICAV or an ICAV’s directors,

for payment to a director of remuneration in the manner referred to in subsection (1) shall have effect as if it provided for payment, as a gross sum subject to income tax or the universal social charge, of the net sum for which it actually provides.

Payment of compensation

70. (1) It shall not be lawful for an ICAV to make to any director of the ICAV any payment by way of compensation for loss of office, or as consideration for or in connection with retirement from office, unless the following conditions are first satisfied.

(2) Those conditions are-

(a) that particulars relating to the proposed payment (including its amount) are disclosed to the members of the ICAV, and

(b) that the proposal is approved by resolution of the ICAV in general meeting.

(3) Where a payment which is unlawful under subsection (1) is made to a director of an ICAV, the ICAV and any officer of it who is in default commits a category 3 offence.

Duty of director to disclose payments made in connection with transfer of shares

71. (1) The following duty arises on the part of a director where, in connection with the transfer to any persons of all or any of the shares in an ICAV being a transfer resulting from-

(a) an offer made to the general body of shareholders,

(b) an offer made by or on behalf of some other body corporate, with a view to the ICAV becoming its subsidiary or a subsidiary of its holding company,

(c) an offer made by or on behalf of an individual with a view to his or her obtaining the right to exercise or control the exercise of not less than one-third of the voting power at any general meeting of the ICAV, or

(d) any other offer which is conditional on acceptance to a given extent,

a payment is to be made to the director of the ICAV by way of compensation for loss of office, or as a consideration for or in connection with retirement from office.

(2) That duty on the part of the director is to take all reasonable steps to secure that particulars of the proposed payment (including its amount) shall be included in or sent with any notice of the offer made for their shares which is given to any shareholders.

(3) If-

(a) any such director fails to take reasonable steps as mentioned in subsection (2), or

(b) any person who has been properly required by any such director to include the particulars specified in that subsection in, or send them with, any such notice so mentioned fails so to do,

he or she commits a category 3 offence.

(4) Unless-

(a) the requirements of subsections (1) and (2) are complied with in relation to any such payment as is mentioned in subsection (1), and

(b) the making of the proposed payment is, before the transfer of any shares in pursuance of the offer, approved by a meeting summoned for the purpose of the holders of the shares to which the offer relates and of other holders of shares of the same class as any of those shares,

any sum received by the director on account of the payment shall be deemed to have been received by him or her in trust for any persons who have sold their shares as a result of the offer made, and the expenses incurred by him or her in distributing that sum among those persons shall be borne by him or her and not retained out of that sum.

(5) Where the shareholders referred to in paragraph (b) of subsection (4) are not all the members of the ICAV and no provision is made by the instrument of incorporation for summoning or regulating such a meeting as is mentioned in that paragraph, the provisions of this Act and of the ICAV’s instrument of incorporation relating to general meetings of the ICAV shall, for that purpose, apply to the meeting either without modification or with such modifications as the Bank on the application of any person concerned may specify for the purpose of adapting them to the circumstances of the meeting.

(6) If at a meeting summoned for the purpose of approving any payment as required by paragraph (b) of subsection (4), a quorum is not present and, after the meeting has been adjourned to a later date, a quorum is again not present, the payment shall be deemed, for the purposes of that subsection, to have been approved.

Sections 70 and 71: supplementary

72. (1) Where in proceedings for the recovery of any payment as having, by virtue of any provision of section 70 or 71, been received by any person in trust, it is shown that-

(a) the payment was made in pursuance of any arrangement entered into as part of the agreement for the transfer in question, or within one year before or 2 years after that agreement or the offer leading to it, and

(b) the ICAV or any person to whom the transfer was made was privy to that arrangement,

the payment shall be deemed, except in so far as the contrary is shown, to be one to which the provisions apply.

(2) If in connection with any such transfer as is mentioned in section 70 or 71 -

(a) the price to be paid to a director of the ICAV for any shares in the ICAV held by him or her is in excess of the price which could at the time have been obtained by other holders of the like shares, or

(b) any valuable consideration is given to any such director,

the excess or the money value of the consideration, as the case may be, shall, for the purposes of that section, be deemed to have been a payment made to him or her by way of compensation for loss of office or as consideration for or in connection with retirement from office.

(3) References in sections 70 and 71 to payments to any director of an ICAV by way of compensation for loss of office, or as consideration for or in connection with retirement from office, include payments to him or her by way of compensation for-

(a) loss of office as director of the ICAV, or

(b) the loss, while director of the ICAV, or on or in connection with his or her ceasing to be a director of the ICAV, of any other office in connection with the management of the ICAV’s affairs or of any office as director or otherwise in connection with the management of the affairs of any subsidiary,

but do not include any bona fide payment by way of damages for breach of contract or by way of pension in respect of past services, and for the purposes of this subsection "pension" includes any superannuation allowance, superannuation gratuity or similar payment.

(4) Nothing in section 70 or 71 shall be taken to prejudice-

(a) the operation of any rule of law requiring disclosure to be made with respect to any such payments as are mentioned in that section or with respect to any other like payments made or to be made to the directors of an ICAV, or

(b) the operation of any rule of law in relation to the accountability (if any) of any director for any such payment received by him.

(5) References in sections 70 and 71 and this section to a director include references to a former director.

Contracts of employment of directors

73. (1) In this section "relevant term" means any term by which a director’s employment with the ICAV of which he or she is a director or, where he or she is the director of a holding company, his or her employment within the group is to continue, or may be continued, otherwise than at the instance of the ICAV, for a period exceeding 5 years during which the employment-

(a) cannot be terminated by the ICAV by notice, or

(b) can be so terminated only in specified circumstances.

(2) References in subsection (1) to employment being continued (or its potential to be continued) are references to its being continued (or its potential to be continued) whether under the original agreement or under a new agreement entered into in pursuance of the original agreement.

(3) An ICAV shall not incorporate in any agreement a term to which this section applies unless the term is first approved by a resolution of the ICAV in general meeting and, in the case of a director of a holding company, by a resolution of the holding company in general meeting.

(4) A resolution of an ICAV approving a term to which this section applies shall not be passed at a general meeting of the ICAV unless a written memorandum setting out the proposed agreement incorporating the term is available for inspection by members of the ICAV both-

(a) at the registered office of the ICAV for not less than the period of 15 days ending with the date of the meeting, and

(b) at the meeting itself.

(5) A term incorporated in an agreement in contravention of this section shall to the extent that it contravenes this section be void; and that agreement shall be deemed to contain a term entitling the ICAV to terminate it at any time by the giving of reasonable notice.

(6) In this section-

"employment" includes employment under a contract for services;

"group", in relation to a director of a holding company, means the group which consists of the holding company and its subsidiaries.

Section 73: anti-avoidance

74. (1) In any case where-

(a) a person is or is to be employed with an ICAV under an agreement which cannot be terminated by the ICAV by notice or can be so terminated only in specified circumstances, and

(b) more than 6 months before the end of the period for which the person is or is to be so employed, the ICAV enters into a further agreement (otherwise than in pursuance of a right conferred by or by virtue of the original agreement on the other party to it) under which the person is to be employed with the ICAV or, where the person is a director of a holding company, within the group,

the definition of "relevant term" in section 73 shall apply as if to the period for which the person is to be employed under that further agreement there were added a further period equal to the unexpired period of the original agreement.

(2) Where subsection (1) has effect in relation to the definition of "relevant term" in section 73 ,subsection (5) of that section has effect as if "and the agreement and the original agreement shall each be deemed to contain a term entitling the ICAV to terminate it at any time by the giving of reasonable notice" were substituted for "and that agreement shall be deemed to contain a term entitling the ICAV to terminate it at any time by the giving of reasonable notice".

Prohibition of loans etc. to directors and connected persons

75. (1) An ICAV shall not-

(a) make a loan or a quasi-loan to a director of the ICAV or its holding company or to a person connected with such a director,

(b) enter into a credit transaction as creditor for such a director or a person so connected, or

(c) enter into a guarantee or provide any security in connection with a loan, quasi- loan or credit transaction made by any other person for such a director or a person so connected.

(2) An ICAV shall not arrange for the assignment to it or the assumption by it of any rights, obligations or liabilities under a transaction which, if it had been entered into by the ICAV, would have contravened subsection (1); but for the purposes of this Act the transaction shall be treated as having been entered into on the date of the arrangement.

(3) An ICAV shall not take part in any arrangement whereby-

(a) another person enters into a transaction which, if it had been entered into by the ICAV, would have contravened subsection (1) or (2), and

(b) that other person, in pursuance of the arrangement, has obtained or is to obtain any benefit from the ICAV.

(4) Where an ICAV contravenes subsection (1), (2) or (3), the ICAV and any officer of it who is in default commits a category 2 offence.

(5) Where an ICAV enters into a transaction or arrangement in contravention of subsection (1) or (2) the transaction or arrangement shall be voidable at the instance of the ICAV unless-

(a) restitution of any money or any other asset which is the subject matter of the arrangement or transaction is no longer possible, or the ICAV has been indemnified in pursuance of subsection (6)(b) for the loss or damage suffered by it, or

(b) any rights acquired bona fide for value and without actual notice of the contravention by any person, other than the person for whom the transaction or arrangement was made, would be affected by its avoidance.

(6) Without prejudice to any liability imposed otherwise than by this subsection but subject to subsection (7), where an arrangement or transaction is made by an ICAV for a director of the ICAV or person connected with such a director in contravention of subsection (1) or (2), that director and the person so connected and any other director of the ICAV who authorised the transaction or arrangement shall (whether or not it has been avoided in pursuance of subsection (5)) be liable-

(a) to account to the ICAV for any gain which he or she has made directly or indirectly by the arrangement or transaction, and

(b) (jointly and severally with any other person liable under this subsection) to indemnify the ICAV for any loss or damage resulting from the arrangement or transaction.

(7) Where an arrangement or transaction is entered into by an ICAV and a person connected with a director of the ICAV in contravention of subsection (1) or (2) that director shall not be liable under subsection (6) if the person shows that he or she took all reasonable steps to secure the ICAV’s compliance with that subsection and, in any case, a person so connected and any such other director as is mentioned in subsection (6) shall not be so liable if he or she shows that, at the time the arrangement or transaction was entered into, he or she did not know the relevant circumstances constituting the contravention.

Section 75 : supplementary

76. (1) In section 75 "guarantee" includes indemnity.

(2) For the purposes of section 75 -

(a) a quasi-loan is a transaction under which one party ("the creditor") agrees to pay, or pays otherwise than in pursuance of an agreement, a sum for another ("the borrower") or agrees to reimburse, or reimburses otherwise than in pursuance of an agreement, expenditure incurred by another party for another ("the borrower")-

(i) on terms that the borrower (or a person on the borrower’s behalf) will reimburse the creditor, or

(ii) in circumstances giving rise to a liability on the borrower to reimburse the creditor,

(b) any reference to the person to whom a quasi-loan is made is a reference to the borrower, and

(c) the liabilities of a borrower under a quasi-loan include the liabilities of any person who has agreed to reimburse the creditor on behalf of the borrower.

(3) For the purposes of section 75 , a credit transaction is a transaction under which one party ("the creditor")-

(a) supplies any goods or sells any land under a hire-purchase agreement or conditional sale agreement,

(b) leases or licenses the use of land or hires goods in return for periodical payments, or

(c) otherwise disposes of land or supplies goods or services on the understanding that payment (whether in a lump-sum or instalments or by way of periodical payments or otherwise) is to be deferred,

but a lease of land which reserves a nominal annual rent of not more than €100 is not a credit transaction where an ICAV grants the lease in return for a premium or capital payment which represents the open market value of the land thereby disposed of by the ICAV.

(4) For the purposes of section 75 , the value of a transaction or arrangement is-

(a) in the case of a loan, the principal of the loan,

(b) in the case of a quasi-loan, the amount, or maximum amount, which the person to whom the quasi-loan is made is liable to reimburse the creditor,

(c) in the case of a guarantee or security, the amount guaranteed or secured, and

(d) in the case of a transaction or arrangement, the price which it is reasonable to expect could be obtained for the goods, land or services to which the transaction or arrangement relates if they had been supplied at the time the transaction or arrangement is entered into in the ordinary course of business and on the same terms (apart from price) as they have been supplied or are to be supplied under the transaction or arrangement in question or the value of the transaction to which the arrangement relates less any amount by which the liabilities under the arrangement or transaction of the person for whom the transaction was made have been reduced.

(5) For the purposes of subsection (4), the value of a transaction or arrangement which is not capable of being expressed as a specific sum of money (because the amount of any liability arising under the transaction is unascertainable, or for any other reason) shall, whether or not any liability under the transaction has been reduced, be deemed to exceed €65,000.

(6) For the purposes of section 75 , a transaction or arrangement is made for a person if-

(a) in the case of a loan or quasi-loan, it is made to the person,

(b) in the case of a credit transaction, the person is one to whom goods or services are supplied, or land is sold or otherwise disposed of, under the transaction,

(c) in the case of a guarantee or security, it is entered into or provided in connection with a loan or quasi-loan made to the person or a credit transaction made for the person, and

(d) in the case of a transaction or arrangement for the supply or transfer of goods, land or services (or any interest therein), the person is the person to whom the goods, land or services (or the interest) are supplied or transferred or for whom the arrangement was made.

(7) Section 75 has effect in relation to an arrangement or transaction whether governed by the law of the State or of another country.

Section 75 : connected persons

77. (1) For the purposes of section 75 , a person is connected with a director of an ICAV if, but only if, the person (not being a director of the ICAV) is-

(a) the director’s spouse, civil partner within the meaning of the Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010 , parent, brother, sister or child,

(b) a person acting as the trustee of any trust, the principal beneficiaries of which are the director, the director’s spouse or civil partner or any of the director’s children or any body corporate which the director controls, or

(c) in partnership, within the meaning of section 1 (1) of the Partnership Act 1890 , with the director.

(2) A body corporate shall also be deemed to be connected with a director of an ICAV if it is controlled by that director.

(3) For the purposes of this section, a director of an ICAV shall be deemed to control a body corporate if, but only if, the director is, alone or together with any other director or directors of the ICAV, or any person connected with the director or such other director or directors, interested in one-half or more of the equity share capital of that body or entitled to exercise or control the exercise of one-half or more of the voting power at any general meeting of that body.

(4) In subsection (3) -

(a) "equity share capital", in relation to an ICAV, means its issued share capital excluding any part of it which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution;

(b) references to voting power exercised by a director shall include references to voting power exercised by another body corporate which that director controls.

Chapter 3

Other matters

Fiduciary duties of directors of ICAVs

78. (1) Without prejudice to the provisions of any enactment (including this Act), a director of an ICAV shall owe the duties set out in section 79 ("the relevant duties") to the ICAV (and the ICAV alone).

(2) The breach by a director of the relevant duties shall not of itself affect-

(a) the validity of any contract or other transaction, or

(b) the enforceability, otherwise than by the director in breach of that duty, of any contract or other transaction by any person,

but nothing in this subsection affects the principles of liability of a third party where he or she has been an accessory to a breach of duty or has knowingly received a benefit from it.

(3) The relevant duties (other than those set out in section 79 (1)(b) and (h)) are based on certain common law rules and equitable principles as they apply in relation to the directors of bodies corporate and shall have effect in place of those rules and principles as regards the duties owed to an ICAV by a director.

(4) The relevant duties (other than those set out in section 79 (1)(b) and (h)) shall be interpreted, and the provisions concerned of section 79 shall be applied, in the same way as common law rules or equitable principles and regard shall be had to the corresponding common law rules and equitable principles in interpreting those duties and applying those provisions.

Statement of principal fiduciary duties of directors of ICAVs

79. (1) A director of an ICAV shall-

(a) act in good faith in what the director considers to be the interests of the ICAV,

(b) act honestly and responsibly in relation to the conduct of the affairs of the ICAV,

(c) act in accordance with the instrument of incorporation of the ICAV and exercise his or her powers only for the purposes allowed by law,

(d) not use the ICAV’s property, information or opportunities for his or her own or anyone else’s benefit unless-

(i) that is expressly permitted by the ICAV’s instrument of incorporation, or

(ii) the use has been approved by a resolution of the ICAV in general meeting,

(e) not agree to restrict the director’s power to exercise an independent judgement unless-

(i) that is expressly permitted by the ICAV’s instrument of incorporation,

(ii) the case concerned falls within subsection (2), or

(iii) the director’s agreeing to such has been approved by a resolution of the ICAV in general meeting,

(f) avoid any conflict between the director’s duties to the ICAV and the director’s other (including personal) interests unless the director is released from his or her duty to the ICAV in relation to the matter concerned, whether in accordance with provisions of the ICAV’s instrument of incorporation in that behalf or by a resolution of it in general meeting,

(g) exercise the care, skill and diligence which would be exercised in the same circumstances by a reasonable person having both-

(i) the knowledge and experience that may reasonably be expected of a person in the same position as the director, and

(ii) the knowledge and experience which the director has,

and

(h) in addition to the duty under section 78 , have regard to the interests of its members.

(2) If a director of an ICAV considers in good faith that it is in the interests of the ICAV for a transaction or engagement to be entered into and carried into effect, a director may restrict the director’s power to exercise an independent judgement in the future by agreeing to act in a particular way to achieve this.

Directors to have regard to interests of employees

80. (1) The matters to which the directors of an ICAV are to have regard in the performance of their functions shall include the interests of the ICAV’s employees in general, as well as the interests of its members.

(2) Accordingly, the duty imposed by this section on the directors shall be owed by them to the ICAV (and the ICAV alone) and shall be enforceable in the same way as any other fiduciary duty owed to an ICAV by its directors.

Register of shareholdings of directors etc.

81. (1) An ICAV shall keep a register showing, in relation to each director and secretary of the ICAV, the number, description and amount of any shares in or debentures of-

(a) the ICAV, or

(b) any other body corporate which is the ICAV’s subsidiary or holding company, or a subsidiary of the ICAV’s holding company,

which are held by, or in trust for, him or her, his or her spouse or any child of his or hers of which he or she has any right to become the holder (whether on payment or not).

(2) The register need not include shares in any body corporate which is the wholly-owned subsidiary of another body corporate, and for this purpose a body corporate shall be deemed to be the wholly-owned subsidiary of another if it has no members but that other and that other’s wholly-owned subsidiaries and its or their nominees.

(3) Subject to subsection (4), where any shares or debentures have to be, or cease to be, recorded in the register in relation to any director or secretary by reason of a transaction entered while he or she is a director or secretary the register shall also show the date of, and price or other consideration for, the transaction.

(4) Where there is an interval between the agreement for any such transaction and the completion of it, the date shall be that of the agreement.

(5) The nature and extent of the interest or right in or over any shares or debentures recorded in relation to a director or secretary in the register shall, if he or she so requires, be indicated in the register.

(6) The ICAV shall not, by virtue of anything done for the purposes of this section, be affected with notice of, or put upon inquiry as to, the rights of any person in relation to any shares or debentures.

(7) Subject to subsection (8), the register shall be kept at the same office as the register of members is kept, and shall be open to inspection during business hours (subject to such reasonable restrictions as the ICAV may by its instrument of incorporation or in general meeting impose, so that not less than 2 hours in each day be allowed for inspection) by any member or holder of debentures of the ICAV.

(8) The register shall also be produced at the commencement of the ICAV’s annual general meeting and shall remain open and accessible during the continuance of the meeting to any person attending the meeting.

(9) Any member or holder of debentures of the ICAV may require a copy of the register, or of any part thereof, on payment of €10, or such less sum as the ICAV may determine.

(10) The ICAV shall cause any copy so required by any person to be sent to that person within 10 days after the day on which the requirement is received by the ICAV.

(11) If default is made in complying with subsection (7), the ICAV and any officer of it who is in default commits a category 3 offence.

(12) If default is made in complying with subsection (1) or (2), or if any inspection required under this section is refused or if any copy required under this section is not sent within the proper period, the ICAV and any officer of it who is in default commits a category 3 offence.

(13) To ensure compliance with the provisions of this section the High Court may by order compel an inspection of the register or direct that the copies required shall be sent to the persons requiring them.

(14) For the purposes of this section-

(a) any person in accordance with whose directions or instructions the directors of an ICAV are accustomed to act shall be deemed to be a director of the ICAV;

(b) a person shall be deemed to hold, or to have an interest in or right over, any shares or debentures in which the person has an interest jointly or in common with any other person or a limited, reversionary or contingent interest or an interest as the object of a discretionary trust;

(c) a person shall be deemed to hold, or to have an interest or right in or over any shares or debentures if a body corporate other than the ICAV holds them or has that interest or right in or over them, and either-

(i) that body corporate or its directors are accustomed to act in accordance with the person’s directions or instructions; or

(ii) the person is entitled to exercise or control the exercise of one-third or more of the voting power at any general meeting of that body corporate.

Disclosure for purposes of section 81

82. (1) It shall be the duty of every director of an ICAV to give notice in writing to the ICAV of such matters relating to himself or herself as may be necessary for the purposes of section 81 .

(2) If any such notice is not given at a meeting of directors, the director or secretary, as the case may be, giving it shall take reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given.

(3) A person who fails to comply with this section commits a category 3 offence.

Declaration of interest in contracts

83. (1) It shall be the duty of a director of an ICAV who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the ICAV to declare the nature of his or her interest at a meeting of the directors of the ICAV.

(2) Subsection (1) does not apply in relation to an interest that cannot reasonably be regarded as likely to give rise to a conflict of interest.

(3) The declaration required by this section to be made by a director shall-

(a) in the case of a proposed contract, be made at the meeting of the directors at which the question of entering into the contract is first taken into consideration, or if the director was not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he or she became so interested,

(b) in a case where the director becomes interested in a contract after it is made, be made at the first meeting of the directors held after the director becomes so interested.

(4) Subject to subsection (5), for the purposes of this section, a general notice given to the directors of an ICAV by a director to the effect that-

(a) he or she is a member of a specified ICAV, company or firm and is to be regarded as interested in any contract which may, after the date of the notice, be made with that ICAV, company or firm, or

(b) he or she is to be regarded as interested in any contract which may after the date of the notice be made with a specified person who is connected with him or her (within the meaning of section 77 ),

shall be deemed to be a sufficient declaration of interest in relation to any such contract.

(5) No such notice such as is mentioned in subsection (4) shall be of effect unless either it is given at a meeting of the directors or the director takes reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given.

(6) This section applies in relation to a shadow director of an ICAV as it applies in relation to a director of an ICAV, except that the shadow director shall declare his or her interest, not at a meeting of the directors but by a notice in writing to the directors which is either-

(a) a specific notice given before the date of the meeting at which, if he or she had been a director, the declaration would be required to be given, or

(b) a notice which under subsection (4) is deemed to be a sufficient declaration of that interest or would fall to be so treated apart from subsection (5),

and section 88 shall have effect as if the declaration had been made at the meeting in question and had accordingly formed part of the proceedings at that meeting.

(7) A copy of every declaration made and notice given in pursuance of this section shall, within 3 days after the date of the making or giving of it, be entered in a book kept by the ICAV for this purpose.

(8) The book shall be open for inspection without charge by any director, secretary, auditor or member of the ICAV at the registered office of the ICAV and shall be produced at-

(a) every general meeting of the ICAV, and

(b) any meeting of the directors if any director so requests in sufficient time to enable the book to be available at the meeting.

(9) An ICAV shall, if required by the Director of Corporate Enforcement, produce to the Director for inspection the book kept by it in accordance with subsection (7) and shall give the Director such facilities for inspecting and taking copies of the contents of the book as the Director may require.

(10) If an ICAV fails to comply with subsection (7), (8) or (9) the ICAV and any officer of it who is in default commits a category 3 offence; and if any inspection or production required under any of those subsections is refused, the High Court may by order compel an immediate inspection or production.

(11) Any director who fails to comply with this section commits a category 3 offence.

(12) Nothing in this section shall be taken to prejudice the operation of any enactment or rule of law restricting directors of an ICAV from having any interest in contracts with the ICAV.

(13) Any reference in this section to a contract:

(a) shall be read as excluding a contract the decision as to whether to enter into which is taken otherwise than by the board of directors or a committee of which the director concerned is a member;

(b) shall be read as including a transaction or arrangement whether or not constituting a contract (but subject to a similar limitation as that imposed by paragraph (a)).

(14) For the purposes of this section a transaction or arrangement of a kind described in section 75 made by an ICAV for, or for a person connected with, a director of the ICAV shall, if it would not otherwise be so treated (and whether or not prohibited by that section), be treated as a transaction or arrangement in which that director is interested.

Breaches of certain duties: liability to account and indemnify

84. (1) Subject to section 85 , where a director of an ICAV acts in breach of his or her duty unde r section 79 (1)(a), (c), (d), (e), (f) or (g), he or she shall be liable to do either or both (as the corresponding common law rule or equitable principle relating to bodies corporate with respect to the matter would have required) of the following things:

(a) account to the ICAV for any gain which he or she makes directly or indirectly from the breach of duty;

(b) indemnify the ICAV for any loss or damage resulting from that breach.

(2) Subsection (1) is without prejudice to-

(a) the ICAV’s right at common law to claim damages for breach of duty, or

(b) the ICAV’s right to make an application seeking the grant of equitable relief,

but subsection (1) and this subsection shall not be read as having the combined effect of enabling the ICAV to be afforded more compensation for any damage or injury, or more protection of any proprietary right, than is just and equitable in all the circumstances.

Power of court to grant relief to officers of ICAV

85. (1) This section applies to any action for negligence, default, breach of duty or breach of trust against an officer of an ICAV.

(2) In proceedings to which this section applies the court hearing the proceedings has the power of granting relief provided under subsection (3) if it appears to the court that the officer is or may be liable in respect of the negligence, default, breach of duty or breach of trust (the "wrong concerned") but that he or she has acted honestly and reasonably and that, having regard to all the circumstances of the case (including those connected with his or her appointment), he or she ought fairly to be excused for the wrong concerned.

(3) The power referred to in subsection (2) is to relieve the officer, either wholly or partly, from his or her liability in respect of the wrong concerned, on such terms as the court may think fit.

Restrictions on directors of insolvent ICAVs

86. (1) The provisions of Chapter 3 of Part 14 of the Companies Act 2014 , and the other provisions of that Act relating to restrictions on directors of an insolvent company (within the meaning of section 818), have effect in accordance with subsection (2) .

(2) Those provisions have effect as if-

(a) the following references:

(i) the reference to a company referred to in section 819(6) in the definition of "company" in section 818(1) ;

(ii) the references to a company in section 818(3) ;

(iii) the final 3 references to a company in section 819(1) ;

(iv) the references to an investment company in section 819(5) ;

(v) the references to a company in sections 821(1) (a) and (b), 825(1) and (2) and 836;

(vi) the references to a company in the definition of "restriction" in section 849;

(vii) the references to a company in sections 853(5), 855(1), 858 and 859,

included an ICAV, and

(b) the reference in section 828(2) to the constitution of a company included the instrument of incorporation of an ICAV.

(3) The provisions of the Companies Act 2014 mentioned in subsection (1) apply, subject to necessary modifications and to the specific modifications specified in subsection (4), in relation to directors of an insolvent ICAV as if they were directors of an insolvent investment company.

(4) The modifications are that-

(a) references to a company in the definitions of "director of an insolvent company" and "insolvent company" in subsection (1) of section 818 and subsection (2) of that section are to an ICAV,

(b) references to the Registrar are to the Bank,

(c) the reference to prescribed particulars in sections 819(7) and 823(2), and to the prescribed form and manner in section 819(7), are to particulars, and to the form and manner, specified by the Bank, and

(d) the reference in section 823(5) to section 894 is to section 14 of this Act.

Disqualification of directors etc.

87. (1) The provisions of Chapter 4 of Part 14 of the Companies Act 2014 , and the other provisions of that Act relating to the disqualification of a person from being appointed or acting as a director or other officer, statutory auditor, receiver or liquidator, or being in any way (whether directly or indirectly) concerned or taking part in the promotion, formation or management of a company, have effect in accordance with subsection (2).

(2) Those provisions have effect as if-

(a) in the definition of "company" in section 837 after "Act" there were inserted "(including an Irish Collective Asset-management Vehicle)",

(b) in the definition of "relevant requirement" in that section the reference to that Act included this Act and the reference to the Registrar included the Bank,

(c) the references to a company within the meaning of section 819(6) in sections 838, 848, 849 and 851 included an ICAV,

(d) the reference to that Act in section 839(1) (a) included this Act,

(e) in section 840-

(i) the references to section 149(8) included section 65 (6) of this Act,

(ii) the references to section 150(1) included section 66 (1) of this Act,

(iii) the reference to section 150(3) included section 66 (3) of this Act, and

(iv) the references to the Registrar included the Bank,

(f) in section 841-

(i) the references to section 23 included section 11 (3)(a)(ii) of this Act,

(i) the references to section 150(2) included section 66 (2) of this Act, and

(ii) the reference to section 149(8) included section 65 (6) of this Act,

(g) in section 842-

(i) the reference to section 286 included section 114 of this Act,

(ii) the reference to section 727 included section 157 of this Act,

(iii) the reference to Chapter 1 of Part 12 included Chapter 1 of Part 11 of this Act, and

(iv) the reference to section 733 included section 163 of this Act,

(h) in section 844(3) the reference to the Registrar included the Bank,

(i) in section 846 the reference to the Director of Corporate Enforcement included the Bank,

(j) in section 851(3) the references to the Registrar included the Bank,

(k) the references in sections 855(1), 858, 859 and 862 to a company included an ICAV,

(l) in section 863(2), in the case of an offence in relation to an ICAV-

(i) the reference to the Registrar were a reference to the Bank, and

(ii) the reference to prescribed particulars being given at such time and in such form and manner as may be prescribed were to particulars specified by the Bank being given at such time and in such form and manner as may be so specified,

and

(m) in section 864 the references to the Registrar included the Bank.

PART 5

Meetings

Minutes of meetings

88. (1) An ICAV shall as soon as may be cause minutes of all proceedings of general meetings of the ICAV and all proceedings at meetings of its directors or committees of directors to be entered in books kept for that purpose.

(2) Any such minute if purporting to be signed by the person chairing the meeting, or by the person chairing the next following meeting, shall be evidence of the proceedings.

(3) Where minutes have been made in accordance with this section of the proceedings at any general meeting of the ICAV or meeting of directors or committee of directors, then, until the contrary is shown, the meeting shall be deemed to have been duly held and convened, and all proceedings at the meeting to have been duly had, and all appointments of directors or liquidators shall be deemed to be valid.

(4) An ICAV shall, if required by the Director of Corporate Enforcement, produce to the Director for inspection the book or books kept in accordance with subsection (1) and shall give to the Director such facilities for inspecting and taking copies of the contents of the book or books as the Director may require.

(5) If an ICAV fails to comply with subsection (1) or (4), the ICAV and any officer of it who is in default commits a category 3 offence.

Annual general meetings

89. (1) Subject to subsections (2) and (4), an ICAV shall in each year hold a general meeting (in this Act referred to as an "annual general meeting") in addition to any other meetings, whether general or otherwise, it may hold in that year.

(2) If an ICAV holds its first annual general meeting within 18 months after the date on which the registration order made by the Bank in respect of the ICAV comes into operation,subsection (1) does not require the ICAV to hold any other meeting as its annual general meeting in the year of its incorporation or in the following year.

(3) Subject to subsections (2) and (4), not more than 15 months may elapse between the date of one annual general meeting of an ICAV and the date of the next.

(4) The directors of an ICAV may elect to dispense with the holding of an annual general meeting by giving 60 days’ written notice to all of the ICAV’s shareholders.

(5) An election under subsection (4) has effect for the year in which it is made and subsequent years, but does not affect any liability already incurred by reason of default in holding an annual general meeting.

(6) But where an election under subsection (4) has effect for a year-

(a) one or more members of the ICAV holding, or together holding, not less than 10 per cent of the voting rights in the ICAV, or

(b) the auditor of the ICAV,

may require the ICAV to hold an annual general meeting in that year by giving notice in writing to the ICAV in the previous year or at least one month before the end of that year and the ICAV shall hold the required meeting.

(7) Annual general meetings of an ICAV shall be convened in accordance with the ICAV’s instrument of incorporation.

(8) If an ICAV fails to comply with this section, the ICAV and any officer of it who is in default commits a category 3 offence.

Extraordinary general meetings

90. (1) All general meetings of an ICAV, other than annual general meetings, are to be known as "extraordinary general meetings".

(2) The directors of an ICAV may, whenever they think fit, convene an extraordinary general meeting.

(3) If at any time in the case of an ICAV there are not sufficient directors capable of acting to form a quorum, any director or member of the ICAV may convene an extraordinary general meeting of the ICAV in the same manner as nearly as possible as that in which meetings may be convened by the directors.

Convening of extraordinary general meetings by members

91. (1) The rights conferred by subsection (2) on a member or members of an ICAV have effect, except where the instrument of incorporation of the ICAV provides otherwise, and the rights conferred by subsections (3) to (7) on a member or members of an ICAV (and the corresponding duties on the part of its directors) have effect despite anything in the instrument of incorporation of the ICAV.

(2) One or more members of an ICAV holding, or together holding, at any time not less than 50 per cent (or such other percentage as may be specified in the instrument of incorporation) of the voting rights in the ICAV may convene an extraordinary general meeting of the ICAV.

(3) The directors of an ICAV shall, at the request of one or more members holding, or together holding, at the date of the making of the request, not less than 10 per cent of the voting rights in the ICAV, proceed to convene an extraordinary general meeting of the ICAV.

(4) The request shall state the objects of the meeting and shall be signed by those making the request and deposited at the registered office of the ICAV and may consist of several documents in like form each signed by one or more of those making the request.

(5) If the directors do not within 21 days after the date of the deposit of the request proceed to convene a meeting to be held within 2 months after that date, those making the request, or any of them representing more than 50 per cent of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held more than 3 months after the date the request was first made.

(6) Any reasonable expenses incurred by those making the request by reason of the failure of the directors duly to convene a meeting shall be repaid to those making the request by the ICAV and any sum so repaid shall be retained by the ICAV out of any sums due or to become due from the ICAV by way of fees or other remuneration in respect of their services to such of the directors as were in default.

(7) For the purposes of subsections (3) to (6), the directors shall, in the case of a meeting at which a resolution is to be proposed as a special resolution, be deemed not to have duly convened the meeting if they do not give such due notice of it.

(8) A meeting convened under subsection (2) or (5) shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by directors.

PART 6

Charges and Debentures

Chapter 1

Interpretation

Definitions

92. (1) In this Part-

"charge", in relation to an ICAV, means a mortgage or a charge, in an agreement (written or oral), that is created over an interest in any property of the ICAV (and in section 93 (8) and sections 98 to 103 includes a judgment mortgage) but does not include a mortgage or a charge, in an agreement (written or oral), that is created over an interest in-

(a) cash,

(b) money credited to an account of a financial institution, or any other deposits,

(c) shares, bonds or debt instruments,

(d) units in collective investment undertakings or money market instruments, or

(e) claims and rights (such as dividends or interest) in respect of any thing referred to in any of the foregoing paragraphs;

"property", in relation to an ICAV, includes any assets or undertaking of the ICAV.

(2) Any exclusion provided in subsection (1) to what is defined in that subsection as constituting a "charge" may be varied by order made by the Minister if the Minister considers that it is necessary or expedient to do so in consequence of any Community act adopted after the commencement of this section relating to financial collateral arrangements.

(3) For the avoidance of doubt, in the case of a mortgage or charge created over both-

(a) an interest in anything specified in any of paragraphs (a) to (e) of subsection (1), and

(b) any property, assets or undertaking not falling within any of those paragraphs,

the mortgage or charge shall, other than to the extent to which it is created over an interest in anything specified in any of the foregoing paragraphs of subsection (1), be regarded as a charge within the meaning of this Part.

Chapter 2

Registration of charges and priority

Registration of charges created by ICAVs

93. (1) Every charge created by an ICAV shall be void against the liquidator and any creditor of the ICAV unless either the procedure set out in-

(a)subsection (3) (the "one-stage procedure"), or

(b)subsection (4) (the "two-stage procedure"),

with respect to the charge’s registration is complied with.