Concept
Third-party ManCo (also known as ManCo-as-a-service) is an external management company in Luxembourg or Ireland that already holds AIFM authorization (under AIFMD) or UCITS ManCo status and provides it to a fund as a service. The investment team operates through delegation, without its own license: the ManCo takes on the regulatory functions and liability, while the team handles portfolio management.
The core point is the passport: a single authorization in Luxembourg or Ireland opens fund distribution across the entire EU and EEA. For managers outside the EU, including UK managers after Brexit, it is the fastest way to obtain a European wrapper. This is one case of the broader license-rental pattern — see embedded finance; the UK analogue of the model is the host AIFM, which we cover in the material on appointed representative and regulatory hosting.
The model grew out of the very logic of AIFMD: the 2011 directive introduced a single European passport for alternative funds together with the requirement of an authorized manager. Running your own ManCo for the sake of one or two funds is expensive, so a market of providers emerged that hold the authorization and lease it out for use along with the infrastructure.
How It Works
The diagram below shows how the roles divide: the fund, the authorised management company, the delegated portfolio manager and the separately engaged depositary and administrator.
The ManCo holds the AIFM/UCITS authorization and is responsible for risk management, compliance and oversight of its delegates; the investment manager receives a mandate for portfolio management. The depositary, administrator and auditor are engaged separately. The scope of delegation is limited: ESMA and local regulators prohibit letter-box arrangements — the ManCo must retain sufficient functions, personnel and control.
Providers
The notable third-party ManCos in Luxembourg and Ireland as of mid-2026. The market is actively consolidating, so the composition of the groups shifts.
- Waystone — one of the largest independent ManCos (assets under management and servicing in the hundreds of billions of dollars).
- IQ-EQ, Universal Investment, Apex/FundRock — large fund-services groups with ManCo platforms.
- Ocorian, Alter Domus, Carne, Gen II — notable players in Lux/Ireland ManCo and fund administration.
What You Need to Launch
- Fund wrapper. In Luxembourg — RAIF, SICAV or SCSp; in Ireland — ICAV or QIAIF.
- ManCo and delegation. Appointment of the management company and a portfolio-management delegation agreement.
- Service providers. Depositary, administrator, auditor and an AML/KYC package.
- Onboarding. The ManCo carries out investor due diligence — just as the host does in the UK model.
- Timeframes. Depend on the wrapper: a Luxembourg RAIF can be set up in weeks, since it does not require direct CSSF approval at launch — supervision runs through the ManCo and the depositary.
Why You Need This
- An EU/EEA passport from a single jurisdiction.
- Speed and cost savings versus your own ManCo authorization.
- Substance and the regulatory function — on the provider's side.
- For managers outside the EU — access to European investors.
Compliance and Supervision
The ManCo retains accountability for the delegated functions; the letter-box prohibition (ESMA) and substance requirements apply — personnel, directors and an office in the jurisdiction. AIFMD II (in force since 15 April 2024, with the member-state transposition deadline of 16 April 2026) tightens delegation controls and raises the substance bar, while extended regulatory reporting on delegates comes in from 16 April 2027 (the revised Annex IV). DORA (since 17 January 2025) adds responsibility for ICT third parties. In Luxembourg the framework is supplemented by CSSF Circular 25/901 (December 2025); the supervisors are the CSSF and the Central Bank of Ireland.
Applicable Regulation
AIFMD (for alternative funds) and UCITS (for retail funds) set the management-company regime and the delegation rules; ESMA insists on the letter-box prohibition and sufficient substance. AIFMD II (Directive (EU) 2024/927), from 16 April 2026, strengthens these requirements and extends reporting on delegates. Operational resilience is governed by DORA (ESMA, DORA). For the logic of the rented fund wrapper see also appointed representative and fund hosting, Singapore's VCC and the general overview of funds; on proving presence — economic substance.
What AIFMD II Changed
AIFMD II (Directive (EU) 2024/927) entered into force on 15 April 2024, and EU member states had to transpose it by 16 April 2026 — for 2026 launches it is already the operative framework. Delegation and substance form the core of the third-party ManCo model, and these are precisely the elements the directive revisits most closely.
Delegation oversight is broadening: more functions fall within scope, and from delegates — including the external portfolio manager — the regulator expects tighter contractual terms, audit and information rights, and larger data flows to the ManCo and the national regulator. Substance requirements are tightening: the ManCo must keep sufficient qualified personnel in the jurisdiction. In parallel, standardized liquidity management tools are introduced for open-ended AIFs and a separate framework for loan-originating funds, while extended delegation reporting applies from 16 April 2027.
The larger and more stable the assets under management, the more the economics shift toward your own ManCo authorization: the cost of the license and the team is spread over a larger volume, and dependence on someone else's risk appetite disappears. The third-party ManCo, meanwhile, is convenient for first funds, niche strategies and managers outside the EU who need a European passport without years of their own licensing.
Six ManCo jurisdictions compared
Luxembourg and Ireland hold most of the market, but they are not the only places an authorised AIFM can be rented. Four more jurisdictions run the same regime and sell the same passport, and two of them do it markedly cheaper. What does not vary is the capital: article 9 of Directive 2011/61/EU sets an external AIFM's initial capital at 125,000 euros, with additional own funds of 0.02% of assets above 250 million and a professional-liability cover requirement, in every one of the six. Everything that does differ is in the table.
| Jurisdiction and regulator | Basis and status | Wrappers the ManCo carries locally | Published regulator fee | Substance expectation on the ManCo | Usually chosen for |
|---|---|---|---|---|---|
| Luxembourg — CSSF | Law of 12 July 2013 on AIFMs; chapter 15 for UCITS management companies. EU member, full AIFMD and UCITS passports | RAIF, SIF, Part II UCI, SICAR, SCSp, SICAV | No CSSF product fee for a RAIF; €4,400 a year for a SIF or Part II fund, €8,800 for one to five compartments, rising to €38,500 above fifty | CSSF Circular 18/698 on substance and delegation, supplemented by Circular 25/901 of December 2025 | The deepest provider market and the widest choice of wrappers |
| Ireland — Central Bank of Ireland | AIFM Regulations 2013 (S.I. 257/2013) and the UCITS Regulations. EU member | ICAV, QIAIF, ILP, unit trust, CCF | No authorisation fee for a QIAIF; industry funding levy from €8,734 plus €579 per sub-fund, capped at €37,684 | The CP86 framework: designated persons for each managerial function, board composition and effective local presence | English-language documentation and US investors — the ICAV takes the check-the-box election |
| Malta — MFSA | Investment Services Act; AIFMD transposed, with a de minimis AIFM regime alongside the full one. EU member | PIF, NPIF, NAIF, AIF | PIF application €2,250 for a third-party managed fund and €750 per sub-fund; AIF and NAIF €3,750; supervisory fee €3,000 for a PIF, €4,000 for an AIF or NAIF, €650 per sub-fund (Investment Services Act (Fees) Regulations 2024, from 1 January 2025) | Local directors and a compliance officer; the MFSA reviews the outsourcing chain | Cost-sensitive launches, and the notification route for a NAIF instead of product licensing |
| Liechtenstein — FMA | AIFMG for alternative managers and the IUG for investment undertakings. EEA but not EU — the passport runs through the EEA agreement | AIF under the AIFMG; investment undertaking under the IUG | FMA CHF 10,000 to register a small AIFM, CHF 20,000 for a full AIFM licence | A Liechtenstein-licensed depositary is mandatory, with an auditor and independent valuation | Swiss-franc and Swiss-adjacent capital that still needs an EEA passport |
| Netherlands — AFM, with DNB on the prudential side | Wet op het financieel toezicht; AIFMD transposed. EU member | FGR, CV and corporate fund structures | Not published as a single per-ManCo tariff; the AFM levy is set annually under the Wft funding rules | Board members tested by the AFM for suitability and integrity; effective management from the Netherlands | The tax-transparent FGR and treaty-driven holding chains |
| France — AMF | Code monétaire et financier; authorisation as a société de gestion de portefeuille. EU member | FPS, FPCI, SLP, SICAV, OPCI | Not published as a single per-ManCo tariff; annual contributions are set under the Code monétaire et financier | Two effective directors and a permanent compliance and internal-control function in France | French institutional money, and the SLP as a private-equity partnership |
What the six actually trade
The fee column is the smallest number and the only published one, and it is where Malta and Liechtenstein make their case. A Maltese NAIF costs €3,750 on notification and €4,000 a year to supervise; an Irish umbrella pays a levy from €8,734 plus €579 per sub-fund; a Luxembourg umbrella of six or more compartments pays €8,800 and climbs from there. Set against the ManCo's own fee — which is quoted per mandate and published nowhere — these are rounding. They matter only at the small end, which is precisely where Malta and Liechtenstein win mandates.
The wrapper column, not the regulator, usually settles it. A manager who needs an SCSp with compartments and a RAIF above it is choosing Luxembourg whatever the fee schedule says; one whose investors are American and want the check-the-box election is choosing the Irish ICAV; one running a French private-equity strategy for French institutions takes the SLP and the AMF with it. The ManCo follows the wrapper, because the provider has to be authorised to manage that form in that jurisdiction — the wrappers themselves are compared in fund domicile jurisdictions.
Substance is where the six genuinely diverge, and the direction is one-way. Ireland's CP86 framework names designated persons for each managerial function; Luxembourg's Circular 18/698 sets the delegation and staffing expectation and Circular 25/901 tightened it in December 2025; the Netherlands tests individual board members; France requires two effective directors and a permanent control function. AIFMD II raises the floor everywhere from 16 April 2026, with extended delegation reporting from 16 April 2027. A provider that was thin on people in 2023 is a provider with a repricing coming, and the manager pays for it.
Liechtenstein is the one row that is not in the European Union. The passport is real and comes through the EEA agreement rather than EU membership, which is invisible in normal operation and very visible in two places: a Liechtenstein-licensed depositary is mandatory, and some European institutional investors apply their own list of permitted domiciles that has not been updated since the EEA distinction stopped mattering. It is worth confirming with the anchor investor before the structure is built, not after.
Which jurisdiction for which manager
| Manager's situation | Usual jurisdiction | What decides it |
|---|---|---|
| Multi-compartment European platform, several strategies | Luxembourg | RAIF and SCSp compartments, and the largest bench of providers if the first one has to be replaced |
| US or UK investors, English-language documents | Ireland | The ICAV and its check-the-box election; CP86 designated persons are the cost of it |
| First fund under €50 million, cost is binding | Malta | The NAIF notification route and the lowest published tariffs of the six |
| Swiss manager or Swiss-franc capital needing EEA reach | Liechtenstein | An EEA passport next door, at the price of a mandatory local depositary |
| Treaty-driven structure or a tax-transparent vehicle | Netherlands | The FGR and the Dutch treaty network, with AFM testing of the individuals |
| French institutional LPs | France | The SLP is what French institutions subscribe to; an AMF-authorised ManCo comes with it |
The question behind all six rows — whether to rent an authorised manager at all or to apply for a licence of one's own — is not a European question and is answered separately: the comparison of hosted and own-licence routes across every major regime sits in where the fund manager sits. The British version of the same model, with its own regulator and its own reform in progress, is in UK regulatory hosting.
Q/A
Is a third-party ManCo cheaper outside Luxembourg and Ireland?
On published tariffs, yes. Malta charges €3,750 to notify a NAIF and €4,000 a year to supervise it, and the Liechtenstein FMA charges CHF 10,000 to register a small AIFM or CHF 20,000 for a full licence, against an Irish levy from €8,734 plus €579 per sub-fund and Luxembourg's €4,400 to €38,500 depending on compartments. The ManCo's own fee is quoted per mandate and published nowhere, and it is the larger number — so the saving is real only at the small end.
Does a Liechtenstein AIFM give the same passport as a Luxembourg one?
Functionally yes, legally by a different route: Liechtenstein is in the EEA but not the EU, so the passport comes through the EEA agreement. Two practical consequences follow. A Liechtenstein-licensed depositary is mandatory, and some institutional investors run permitted-domicile lists that treat EEA-but-not-EU differently. Both are worth settling with the anchor investor before the structure is built.
Do you need your own licence to launch a fund in the EU?
Not necessarily your own ManCo: a fund may appoint an authorised external AIFM or UCITS management company and delegate particular functions. The provider’s authorisation does not exempt the fund or delegate from their applicable requirements, while the ManCo’s regulatory liability towards the fund and investors remains after delegation.
How does Luxembourg differ from Ireland?
Both operate within the common EU framework, but offer different fund wrappers, local procedures, service ecosystems and supervisory practices. The choice turns on strategy, investor category, distribution route, depositary, tax and launch timing; an AIFM or UCITS passport does not make the two jurisdictions interchangeable.
What prevents the ManCo from being purely formal?
The letter-box prohibition. The ManCo must justify its delegation structure, retain resources and expertise, monitor the delegate continuously, give instructions and withdraw the mandate where necessary. If it delegates so much that it is no longer the fund’s manager in substance, the authorisation and the whole model are put at risk.
Does a third-party ManCo give an automatic passport across the EU?
No. An authorised EU AIFM or UCITS management company provides the basis for a passport, but cross-border management and marketing require the notifications prescribed by the directives, while access depends on fund type, investor category and destination state. Appointing the provider alone does not permit immediate distribution everywhere.
Can an unlicensed investment team manage the portfolio under delegation?
Usually not. Under AIFMD Art. 20, portfolio or risk management must be delegated to an undertaking authorised or registered for asset management and subject to supervision; an exception requires prior approval from the ManCo’s regulator. A contract with a third-party ManCo is therefore not a stand-alone licence for the team.