Someone has to be in charge of the vehicle. In a corporate fund that is the board; in a unit trust or CCF it is the management company. Either way the Central Bank will want directors who are fit and proper, typically at least two Irish residents, and no overlap with the depositary’s board.
The simple rule is that decision-making, asset holding, and record keeping are deliberately split. If the same party could invest the money, hold the money, price the fund, and approve its own work, investors would have very little protection.
Atlantic Horizon UCITS ICAV is a corporate Irish fund, so it has a board. Two of those directors are Irish-resident. None of them sit on State Street’s depositary board. The same sponsor runs Atlantic Horizon Cayman Fund; that vehicle has its own directors and does not borrow the ICAV’s Irish residency rules, but it still cannot let the investment manager hold the cash. The split of roles is the product, not a Dublin courtesy.
Boards usually meet quarterly. Designated directors (or designated persons) own named managerial functions. They can hire an investment manager, an administrator, and a distributor. They cannot hire away responsibility.
The ManCo must keep effective control. Delegation is allowed; a letterbox is not. A unit trust or CCF must have a ManCo. A company may be self-managed and skip that extra layer — in which case the company’s own board is the manager. The investment manager runs the book. It must not take control of the fund’s cash or assets.
On Atlantic Horizon that means the IM can buy Thames Industrial plc and Nippon Industrials KK. State Street holds the positions. The Dublin administrator prices them and keeps the Irish register — two functions an Irish UCITS cannot outsource. The board, or the ManCo, is the party that still has to be able to fire any of those delegates without losing the fund.
A quarterly meeting that only ratifies what the IM already did is a letterbox with minutes. Atlantic Horizon’s designated persons have to be able to describe the dealing calendar, read a State Street break, and refuse a NAV they do not understand. Fit and proper is tested before appointment and watched afterwards. Two Irish-resident directors are the Central Bank’s local contact, not a brass-plate courtesy on a Cayman-style board.