National private placement regime (NPPR)

The NPPR allows some Alternative Investment Fund Managers (AIFMs) to market certain categories of Alternative Investment Funds (AIFs) in the UK in accordance with the UK AIFM Regulations.

The transition period ended at 11pm on 31 December 2020. Now, references to ‘third country AIFs’ and ‘third country AIFMs’ should be interpreted in accordance with the UK AIFM Regulations. As such, a reference to a ‘third country’ includes a country that’s in the EEA.

 

The National Private Placement Regime (NPPR) is available to the following managers:

  • Full-scope UK AIFM marketing (under regulation 57): a third country AIF; or a UK or Gibraltar feeder AIF of a master AIF, where the master AIF is either a third country AIF or is managed by a third country AIFM.
  • Full-scope Gibraltar AIFM marketing (under regulation 57): a third country AIFs; or a UK or Gibraltar feeder AIF, where the master AIF is either a third country AIF or is managed by a third country AIFM.
  • Small third country AIFM marketing an AIF (under regulation 58), irrespective of whether the AIF is a UK AIF, or a third country AIF. 
  • Above-threshold third country AIFM marketing an AIF (under regulation 59), irrespective of whether the AIF is a UK AIF, or a third country AIF.

EEA AIFMs marketing AIFs under regulation 57 and the Temporary Transitional Power (TTP)

On 25 March, the Treasury published a Written Ministerial Statement outlining its intention to retain UK financial services regulators’ TTP so that it would be available for use after the end of the transition period. 

On 30 April 2020, we published an update confirming that we intend to apply the TTP from the end of the transition period on a broad basis until 31 March 2022. 

Where the TTP is applied, regulatory obligations on firms will generally remain the same as they were before the end of the transition period for that temporary period. 

We have applied the TTP to EEA AIFMs that market AIFs in the UK under regulation 57 of the UK AIFM Regulations.
This means that an EEA AIFM, which marketed an AIF under regulation 57 of the UK AIFM Regulations immediately before 11pm on 31 December 2020, can continue to market that AIF in the UK on the same basis as before, until the end of the TTP on 31 March 2022. The EEA AIFM will need to re-register the AIF under regulation 59 before the end of the TTP.

Any new AIFs from the EEA to be marketed in the UK, including new sub-funds under an existing umbrella, must be registered under  regulation 59. 

In practice, this will mean an EEA AIFM that wishes to register a new AIF, will have to de-register the existing umbrella registered under regulation 57 and must make a new notification under [regulation 58 or] regulation 59.

How to market under NPPR

To market under NPPR in the UK, an AIFM must meet a few conditions before making a notification, as detailed in regulations 57, 58 and 59 of the UK AIFM Regulations.

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, for example, it might need to report additional information to us.

Find out more about NPPR FCA Handbook/FUND/10/5.

AIFMs marketing funds under regulations 58, 59 and, for UK AIFMs only, regulation 57

Notification to market

AIFMs marketing AIFs under regulations 58, 59 and, for UK AIFMs only, regulation 57, need to submit their notifications using our online system, Connect.

AIFMs, or representatives of the AIFM, who submitted NPPR marketing or material change notifications before the 9 September 2020, will need to call us on 0300 500 0597 from the UK, or +44 207 066 1000 from outside the UK, to be provided with an NPPR Connect Access Code.

The NPPR Connect Access Code allows the AIFM to access firm and fund information that is required to submit notifications. Note that before the NPPR Connect Access Code is generated, the caller will be required to complete a verification process. On successful verification, the NPPR Connect Access Code will be sent via email to the AIFM only.

For UK AIFM’s marketing AIFs under regulation 57, the email will be sent to the Connect NPPR contact email address.

For AIFMs marketing AIFs under regulation 58 or regulation 59, the email will be sent to the principal place of business contact email address.

For AIFMs who are submitting an NPPR marketing notification for the first time, the NPPR Connect Access Code will be emailed to the AIFM.

Once we have received the notification, the AIFM can start marketing the AIF.

Notification fee payment

You will need to pay a notification fee every time you make a new notification to us.

You can make this payment using Connect with a credit or debit card. See FEES 2.3 (Relieving Provisions) for the circumstances in which the application fee may be repaid.

Notification of material changes

You must notify us of any material changes to information you previously submitted to us (including if the AIFM ceases marketing, or if it transfers management of its AIFs to another AIFM).

AIFMs marketing AIFs under regulations 58 and 59 and, for UK AIFMs only regulation 57, need to submit notifications of material changes using Connect.

AIFMs who have previously submitted an NPPR marketing notification, will be required to use their NPPR Connect Access Code to access their firm and fund information when submitting material changes.

AIFMs, or representatives of the AIFM, who have previously submitted NPPR marketing or material change notifications before the 9 September will need to call us on 0300 500 0597 from the UK, or +44 207 066 1000 from outside the UK, to be provided with an NPPR Connect Access Code.

The NPPR Connect Access Code allows the AIFM to access the firm and fund information required to submit notifications. Note that before the NPPR Connect Access Code is generated, the caller will be required to complete a verification process. On successful verification, the NPPR Connect Access Code will be sent via email to the AIFM only.

For UK AIFM’s marketing funds under regulation 57, the email will be sent to the Connect NPPR contact email address.

For AIFMs marketing funds under regulations 58 and 59, the email will be sent to the principal place of business contact email address.

If you have any questions regarding this, please email [email protected].

Full-scope EEA AIFMs marketing funds under regulation 57 before the end of the transition period

Notification to market

From the end of the transition period, new AIFs, including new sub-funds under existing umbrellas, must be notified under regulation 59 as described above.

Notification of material changes

You must notify us of any material changes to information you previously submitted to us prior to 1 January 2021 (including, but not limited to, the cease marketing and transfer management of AIFs) using the following form:

For help with these forms, please refer to our Guidance for Completing NPPR Material Changes.

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 1 material change form per email. If you’re submitting more than 1 form, please send each form in a separate email. 

We will send an automated email to confirm that we’ve received your material change notification. Do not reply to this email as it is sent from an unmonitored email address. If you don’t receive an automated response you should email [email protected].

We will send you an email to confirm your material change has been processed and we will issue you with a notification number. 

If we’re unable to process your notification of material change, we will tell you why and ask you to resubmit it.

Full-scope Gibraltar AIFMs marketing funds under regulation 57

Notification to market

Full-scope Gibraltar AIFMs, marketing AIFs under regulation 57, need to submit their notifications using the forms below, to inform us of their initial registration and the subsequent registration of new AIFs. 

For help with these forms, please refer to our Guidance for Completing NPPR Notifications.

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 1 form per email, so please send multiple forms in separate emails. 

We will send an automated email to confirm that we’ve 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]

If we are unable to process your notification, we will tell you why and ask you to resubmit it.

Please note, firms should refer to this webpage and check that they have the latest version of the relevant form before submitting a notification, or it will not be accepted.

Notification fee payment

We will process your notification once we have confirmation that your payment has been received.  

We will send you an email to confirm your notification has been processed and we will issue you with a notification number. See FEES 2.3 (Relieving Provisions) for the circumstances in which the application fee may be repaid.

Find out more about AIFMD fees.

Pay by BACS or CHAPS

Credit transfers by BACS or 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 include the fund name and the name of the AIFM.  See FEES 2.3 (Relieving Provisions) for the circumstances in which the application fee may be repaid.

If you have any questions about NPPR fees, please email [email protected]

Notification of material changes

You must notify us of any material changes to information you previously submitted to us (including if the AIFM ceases marketing or if it transfers management of its AIFs to another AIFM).

These material changes must be notified to us using this form: 

For help with these forms, please refer to our Guidance for Completing NPPR Material Changes.

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 only submit 1 material change form per email. If you are submitting more than 1 form, please send each form in a separate email. 

We will send an automated email to confirm that we have 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].

We will send you an email to confirm your material change has been processed and we will issue you with a notification number.  

If we’re unable to process your notification of material change, we will tell you why and ask you to resubmit it.

Reporting obligations

If you are a small third country AIFM (regulation 58) or an above-threshold third country AIFM (regulation 59) marketing in the UK under NPPR, you must report transparency information to us. Find out more

Page updates

06/08/2020: Link changed fixed broken links to Connect and AIFMD fees pages