Sub Management Agreement Template for Ireland

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Key Requirements PROMPT example:

Sub Management Agreement

"I need a Sub Management Agreement for delegating fund administration services to a third-party provider in Ireland, with the agreement starting from March 1, 2025, including specific provisions for ESG reporting and cryptocurrency assets management."

Document background
The Sub Management Agreement is utilized when a primary management entity wishes to delegate certain management functions to another entity while maintaining regulatory compliance and operational efficiency. This document is particularly relevant in the Irish financial services sector, where regulatory oversight by the Central Bank of Ireland necessitates careful structuring of delegation arrangements. The agreement encompasses detailed provisions for service delivery, regulatory compliance, risk management, and reporting requirements, ensuring alignment with Irish financial services regulations and EU directives. It is commonly used by regulated entities such as fund managers, investment firms, and corporate service providers operating in Ireland who need to establish clear frameworks for delegated management responsibilities while maintaining appropriate oversight and control.
Suggested Sections

1. Parties: Identifies and defines the principal manager and sub-manager with their full legal details

2. Background: Sets out the context of the agreement, including reference to any primary management agreement and regulatory authorizations

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement

4. Appointment and Scope: Details the appointment of the sub-manager and scope of delegated responsibilities

5. Regulatory Compliance: Outlines compliance obligations, including relevant Irish and EU regulatory requirements

6. Services: Comprehensive description of services to be provided by the sub-manager

7. Standard of Care: Defines the expected standard of care and professional conduct

8. Fees and Expenses: Details the fee structure, payment terms, and eligible expenses

9. Representations and Warranties: Key statements and assurances from both parties

10. Reporting and Oversight: Specifies reporting requirements and oversight mechanisms

11. Confidentiality: Provisions for handling confidential information

12. Data Protection: GDPR compliance and data handling requirements

13. Liability and Indemnification: Allocation of risks and indemnification obligations

14. Term and Termination: Duration of agreement and termination provisions

15. Post-Termination Obligations: Obligations surviving termination and transition arrangements

16. Governing Law and Jurisdiction: Confirms Irish law governance and jurisdiction for disputes

Optional Sections

1. Service Level Agreement: Detailed service levels and KPIs, recommended when specific performance metrics are required

2. Business Continuity: Business continuity and disaster recovery provisions, important for critical services

3. Intellectual Property Rights: IP ownership and licensing provisions, needed when proprietary materials are involved

4. Anti-Money Laundering: Specific AML obligations, required for financial services

5. Force Majeure: Provisions for handling unforeseen circumstances beyond parties' control

6. Staff and Key Personnel: Requirements for key staff and personnel changes, important for service-critical roles

7. Insurance: Specific insurance requirements beyond standard coverage

8. Audit Rights: Enhanced audit provisions beyond standard oversight

9. Anti-Bribery and Corruption: Specific anti-corruption provisions for high-risk jurisdictions

10. Environmental, Social and Governance: ESG requirements when relevant to the services

Suggested Schedules

1. Services Description: Detailed description of all services to be provided

2. Fee Schedule: Detailed fee calculations, rates, and payment terms

3. Service Levels: Specific performance metrics and measurement criteria

4. Key Personnel: List of key personnel and their roles

5. Data Processing Agreement: Detailed GDPR-compliant data processing terms

6. Regulatory Requirements: Specific regulatory obligations and compliance requirements

7. Operating Procedures: Detailed operational procedures and processes

8. Reporting Requirements: Templates and specifications for required reports

9. Business Continuity Plan: Detailed continuity and disaster recovery procedures

10. Sub-processors: List of approved sub-processors and their roles

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Investment Management

Asset Management

Fund Administration

Corporate Services

Banking

Insurance

Pension Management

Wealth Management

Real Estate Investment

Private Equity

Relevant Teams

Legal

Compliance

Operations

Risk Management

Investment Management

Portfolio Management

Fund Administration

Corporate Services

Regulatory Affairs

Business Development

Client Services

Finance

Relevant Roles

Chief Executive Officer

Chief Operating Officer

Chief Compliance Officer

Head of Legal

Legal Counsel

Compliance Manager

Operations Director

Risk Manager

Investment Manager

Portfolio Manager

Fund Manager

Managing Director

Company Secretary

Head of Operations

Regulatory Affairs Manager

Business Development Director

Industries
Investment Intermediaries Act 1995: Regulates investment business firms and the provision of investment services in Ireland, crucial for management agreements involving financial services
Central Bank (Supervision and Enforcement) Act 2013: Sets out regulatory framework and supervisory powers for financial service providers, including requirements for outsourcing and delegation arrangements
European Union (Markets in Financial Instruments) Regulations 2017: Implements MiFID II in Ireland, governing the provision of investment services and the operation of financial markets
General Data Protection Regulation (GDPR) and Data Protection Act 2018: Regulates the processing and transfer of personal data, essential for data sharing aspects of the management agreement
Criminal Justice (Money Laundering and Terrorist Financing) Act 2010: Sets out anti-money laundering requirements that may apply to management services
Irish Contract Law: Common law principles governing formation and enforcement of contracts in Ireland
Central Bank of Ireland's Outsourcing Guidelines: Regulatory guidance on outsourcing arrangements for regulated financial service providers
Protected Disclosures Act 2014: Provides for whistleblowing protection which may be relevant in management relationships
Companies Act 2014: Governs corporate entities and their management structures in Ireland
European Communities (Electronic Money) Regulations 2011: May be relevant if the management agreement involves handling of electronic money or payment services
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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