MiFID II Inno fund measures in Ireland

As Ireland aligns its fund regulatory framework with the latest MiFID II developments, the “Inno Fund” measures are shaping up to be a game-changer, especially for hybrid and umbrella fund models. Here’s what fund managers and promoters need to know, from someone in the front line of fund administration. 

What is changing? 

Traditionally, Ireland transposes EU-level MiFID changes into its national law through updates to fund documents regulations. The current crop of Inno Fund measures is no exception: 

• Investor disclosure requirements are expanding. Expect more detail on cost, liquidity and governance than before 
• Fund documents (prospectuses, offering memoranda) will need refreshed language and transparency, especially for MiFID-defined investors 
• Cross-border passporting remains vital, but the tightening of marketing rules highlights the need for precise jurisdictional targeting 
• Hybrid and umbrella fund architectures must revisit their disclosure and risk segmentation clauses to align with the modifications 

Investor disclosure gets sharper 

MiFID’s focus on clear cost and charges governance, already evident at EU level, is being mirrored in Ireland. Managers must now reflect: 

• Detailed breakdowns of fees, including underlying platform or distribution costs 
• Liquidity-tool disclosure, explaining mechanisms available for handling redemptions 
• Delegation and governance structure; oversight of outsourced fund operations will face heightened scrutiny 

If you run an umbrella fund with multiple sub-funds, this means ensuring each segment carries investor-friendly narratives rather than boilerplate text. 

Fund documents updates 

The requirement to update fund documents is more than cosmetic. Umbrella and hybrid vehicles that were designed under older templates now need to: 

• Revise investor risk disclosures, especially for less experienced or MiFID-classified “retail” participants 
• Clarify cross-fund ring-fencing and capital segregation, essential for managing conflicts between sub-funds or share classes 
• Ensure marketing statements comply with investor protection norms, no misleading terminology, no hidden caveats 

These refinements safeguard cross-border distribution, particularly where passporting is involved. Missing these can result in hosts or regulators pausing marketing in certain Member States. 

Treading carefully with passporting and marketing 

Passporting remains a cornerstone for Irish-domiciled funds’ access to EU markets. But updating passport rights for hybrid or segmented structures now requires: 

• Reassessed marketing profiles per Member State, some may now challenge previously acceptable structures 
• More nuanced approaches for umbrella funds possessing divergent strategies across sub-funds 
• Clear consent documentation from investors, particularly if marketing is extended to new jurisdictions 

In short, proper documentation and disclosure are no longer “nice-to-haves” and can determine how far and how freely your fund can be marketed. 

What It means for Fund Administrators 

For Ogier Global, these changes highlight why administrators need to be more than logistical partners, we must be compliance navigators:

• We are reviewing AIFML and fund documents side-by-side with legal colleagues to ensure tailored MiFID II alignment 
• Our teams are proactively flagging hybrid or umbrella inconsistencies before forms are filed 
• Our AIFM oversight includes strong processes for liquidity tools, delegation and investor segments, not just core admin 

Put simply, these MiFID II-linked changes are enforcing more compliant and market ready Irish funds. 

How can Ogier Global help?

If you are managing or launching Irish-domiciled funds, especially hybrid or umbrella formats, this MiFID II Inno Fund wave demands attention. The purpose of these changes are to safeguard your passporting, your investor trust and your ability to operate cross-border with confidence. 

At Ogier Global, we are here to make sure your fund documents and compliance regimes are fit for this new era of investor centred scrutiny. 

About Ogier

Ogier is a professional services firm with the knowledge and expertise to handle the most demanding and complex transactions and provide expert, efficient and cost-effective services to all our clients. We regularly win awards for the quality of our client service, our work and our people.

Disclaimer

This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

Regulatory information can be found under Legal Notice