The national private placement regime (NPPR) allows alternative investment fund managers (AIFMs) to market alternative investment funds (AIFs) that otherwise cannot be marketed under the AIFMD domestic marketing or passporting regimes.
The NPPR principally relates to the marketing of non-EEA AIFs and any AIFs managed by non-EEA AIFMs.
It can also relate to the marketing of feeder AIFs where the master funds manager is a non-EEA AIFM or the master fund is a non-EEA AIF.
NPPR is available to the following managers:
- UK and EEA AIFMs marketing non-EEA AIF(s) (or feeder AIFs that are UK AIFs or EEA AIFs where the master fund is a managed by a non-EEA AIFM or is a non-EEA AIF)
- non-EEA AIFMs marketing AIF(s), whether UK, EEA or non-EEA AIF(s)
How to market under NPPR
To market under NPPR in the UK, an AIFM must meet a number of conditions before making a notification, as detailed in regulations 57, 58 and 59 of the UK Alternative Investment Fund Managers Regulations 2013 (the UK AIFM Regulations).
To market the types of AIF listed above, AIFMs must then notify us using the relevant form below.
The notification must include a declaration from the AIFM that the management of the AIF complies with the relevant conditions in the UK AIFM Regulations. As a result of marketing an AIF in the UK under NPPR, the requirements that an AIFM must meet may change.
Find out more about NPPR in our manual FUND 10.5 (National Private Placement).
*Please note these forms were recently updated*
The NPPR notification form to use will depend on you category of firm.
You can enter a maximum of 50 AIFs on each of the notification forms. If you have more than 50 AIFs to notify us about you will have to submit more than one form.
Please use the forms below to inform us of your initial registration and the subsequent registration of new AIFs:
- Article 36 notification form (XLS): The form was update on 27 March 2017. This form is for authorised full scope UK and EEA AIFMs marketing non-EEA AIF(s) (or feeder AIFs that are UK AIFs or EEA AIFs where the master fund is managed by a non-EEA AIFM or is a non-EEA AIF) – prior to making your NPPR notification you must have made the relevant AIFMD New Fund Under Management Notification
- Article 42 notification form (XLS): The form was updated on 27 March 2017. This form is for above-threshold non-EEA AIFMs marketing AIF(s), whether UK, EEA or non-EEA AIF(s). These AIFMs must also complete notifications in respect of major holdings and control acquired after the date of their marketing notification (in accordance with Part 5 of the HM Treasury regulations) by emailing it to [email protected]
- Small Third Country notification form (XLS): This form was updated on 30 November 2017. This form is for sub-threshold non-EEA AIFMs marketing AIF(s), whether UK, EEA or non-EEA AIF(s)
Completed NPPR notifications must be emailed to [email protected].
The subject line of the email should include your firm reference number (FRN) or firm name (if you do not have an FRN) followed by ‘AIFMD NPPR Notification’.
To notify us of multiple funds you can use the template but you must only submit one notification file per email, so send multiple notifications in separate emails.
You must only attach the notification form to your email(s). You can email additional information to [email protected].
We will send an automated email to confirm we received your notification. Do not reply to this email as it is sent from an unmonitored email address. If you do not receive an automated response you should email [email protected].
A firm can start marketing AIFs under NPPR once it submits a notification to us, under regulation 50 of the HM Treasury regulations, but should only do so once we send confirmation that we received the notification.
If we are unable to process your notification we will tell you why and ask you to resubmit it.
Note: Firms should check that they have the latest version of the relevant form before submitting a notification or it will not be accepted. Please ensure that no data has been copied and pasted into the form.
We welcome any feedback on the latest version of the NPPR forms – email comments to [email protected] with the subject line ‘NPPR Form Feedback’.
Material change forms
You must notify us of any material changes to information you previously submitted to us (including, but not limited, to the cease marketing and transfer management of AIFs), using the relevant form:
- Article 36 material change form (XLS)
- Article 42 material change form (XLS)
- Small Third Country material change form (XLS)
We have notes to help firms complete each of the material change forms. Completed NPPR material changes must be emailed to [email protected].
The subject line of the email should include your firm reference number (FRN) followed by ‘NPPR Material Change notification’.
You must submit only one material change form per email, so send multiple notifications in separate emails. If you are submitting more than one form, please send each form in a separate email.
You must only attach the material change notification form to your email(s). You can email additional information to [email protected].
We will send an automated email to confirm we received your material change notification. Do not reply to this email as it is sent from an unmonitored email address. If you do not receive an automated response you should email [email protected].
If we are unable to process your notification of material change we will tell you why and ask you to resubmit it.
NPPR notification fee
When your notification is accepted we will issue you with a notification number and ask you to pay – in GBP – by BACS, CHAPS or cheque.
Find out more about AIFMD fees.
Pay by BACS or CHAPS
Credit transfers by BACS, CHAPS should be made to:
Account Name: FCA Collection account
Bank Name: Lloyds Bank Plc
Account number: 00828179
Sort code: 30-00-02
Swift/BIC Code: LOYDGB2LCTY
IBAN: GB68 LOYD 3000 0200 8281 79
When paying by credit transfer please ensure that you provide the reference ‘AIFMD NPPR’ and the Notification ID.
Pay by cheque
Write the notification number on the back of your cheque and post it to: NPPR Notifications, Finance & Operations, 14 Floor, Financial Conduct Authority, 12 Endeavour Square, London, E20 1JN.
You can email any queries about NPPR fees to [email protected].
If you are a Small Non-EEA AIFM or an Above-Threshold Non-EEA AIFM marketing in the UK under NPPR, you must report ‘transparency information’ to us.