Fund Services Providers
ByrneWallace has unparalleled expertise in advising Fund Service Providers on all types of commercial, regulatory, and corporate matters. Our team provides expert, succinct, and business-focused advice to Fund Service Providers, with the benefit of years of in-depth, practical, experience throughout the funds sector.
Our team has experience in dealing with transactions, contentious and advisory issues which emerge for depositaries and custodians, fund administrators, management companies, investment managers, investment advisors, prime brokers, counterparties, external valuers, governance and board service providers, auditors and accountants.
We have a strong international client base and advise firms as diverse as globally active asset managers and service providers, domestic niche operators, and small local start-ups, from the most complex and sophisticated firms to the lowest risk and most nimble providers.
We provide advice and support on all elements of a fund service providers business, including:
- Establishment in Ireland, either through an Irish subsidiary, EU freedom of establishment or services basis, or otherwise.
- Authorisation by the Central Bank of Ireland (“Central Bank”), or passporting (/notification), where appropriate.
- Establishing appropriate internal arrangements and governance structures, from schemes of delegation from boards, to director letters of appointment, record/data retention policies, and mandatory filings.
- Regulatory change, including assisting with submissions on draft rule changes, assisting in gap analyses, providing expert analysis on questions of interpretation, etc.
- Significant events, from planning and executing on changes in operating structure, to dealing with unforeseen developments.
- Negotiating contracts and other arrangements with outsourcing service providers, vendors, and other counterparties, to insure the best interest of the firm is protected.
- Assisting in managing interaction with regulators, policy makers, and other key stakeholders, including in correspondence, meetings, and through industry bodies.
- Sale, wind down, and liquidation / disestablishment of service providers, including managing run-off and residual activities.
In addition to the above, we offer the follow tailored advice and services to specific types of service providers, including:
- Advice on substance requirements on establishment and set up in Ireland, as well as implications of Central Bank requirements and guidance in terms of "designated" functions, organisational effectiveness, etc.
- Structuring internal arrangements and delegations to key service providers, with associated contracts and oversight.
- Ongoing governance support, with attendance at board and management committee meetings, where desirable, training and briefings, etc.
- Review of proposed investments, divestments and alterations in holdings to ensure commercial intentions are realised and risks understood and effectively mitigated.
- Analysis of regulatory developments and consultation in terms of effects on the firm and its business, together with analysis of the suitability of proposed changes in structures and arrangements.
- Selection of, arrangements with, and management of safekeeping delegates; ensuring that custody agreements protecting the interests of investors are commercially advantageous for the depositary; and adhere with all relevant obligations at law, including UCITS and AIFMD.
- Verification of ownership of all order of non-financial instrument assets, including Irish and international real estate, partnership interests, holdings held through SPVs, look through issues, etc.
- Considering and handling claims and potential claims with respect to loss of assets in any element of the custody chain
- Managing market turbulence in jurisdictions in which custody services are provided, including notifying clients of risks, recommending actions, etc.
- Evaluating and advising on the status of depositary records of financial instruments.
- Managing outsourcing arrangements in light of Central Bank regulations, regulatory guidance, and other applicable obligations (e.g. GDPR).
- Advising on the application of investor money rules and the effects of relevant obligations where they apply to specific flows/balances, in particular in the event of closed or winding down funds / administrators.
- Dealing with multi-entity or jurisdictional issues such as sub-administration, operating platform clearing accounts, etc.
- Advising on the application, or otherwise, and requirements of obligations in terms of breaches / errors arising with respect to client collective investment schemes.
- Advising on market related issues such as safety of assets domiciled / traded on exchange in Ireland, insolvency arrangements and regimes, etc.
- Offering guidance on matters such as account domicile in the case of custodians offering accounts across jurisdictions.
- Assisting in understanding, and negotiating, arrangements with market infrastructure providers and the exchange locally.
- Negotiating and advising on the terms of custody and sub-custody agreements with all order of clients and special terms requested with respect to the same.