TBC
National Private Placement Regime (NPPR)
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 (link is external) (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.
Find out more about NPPR in our manual FUND 10.5 (National Private Placement).
Marketing new AIFs
Article 36 notifications
Please use the forms below to inform us of your initial registration and the subsequent registration of new AIFs. 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.
- Article 36 notification form (XLS)
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 notifications
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 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
- 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).
We have notes to help firms complete each of the NPPR notification forms..
Submitting a notification
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’.
Changes to existing AIFs
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.
Reporting obligations
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.
Notification of major holdings and control
Full-scope UK AIFMs and above-threshold non-EEA AIFMs wishing to make notifications in respect of Articles 27 and 28 should complete the notification of major holdings and control of EEA non-listed companies and issuers form.
Email these notifications to [email protected].
NPPR application fees
Once a firm has submitted a notification, we will send an email to confirm that we have received it. If we are unable to process the notification, we will inform the firm of the reason why and ask them to resubmit. We will also inform firms once their notification has been successfully processed. At this point we will issue a notification number and ask firms to submit a cheque, in GBP, for the full payment. Please note we do not provide invoices for application, registration or notification fees.
|
Type of fund |
Fee per fund |
| AIF marketed by above-threshold non-EEA AIFM (Regulation 59) |
£250 |
|
AIF marketed by sub-threshold non-EEA AIFM (Regulation 58) |
£125 |
|
Non-EEA AIF marketed by EEA AIFM (or a feeder AIF that is a UK AIF or EEA AIF managed by EEA AIFM where the master AIF is managed by a non-EEA AIFM or is a non-EEA AIF), where AIFM is not otherwise paying any FCA fee as an AIFM (Regulation 57) |
£250 |
| Full scope UK AIFMs marketing non-EEA AIFs under Article 36 | £0 |
Further details of application fees for NPPR are published in the FS Handbook: FEES 3.2.7 R and FEES 3 Annex 2 R.
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].
NPPR periodic fees
Firms should be aware that periodic fees will also apply for NPPR. Usually we issue periodic fee invoices in the month following a notification and then annually from July. Invoices are payable within 30 days of the invoice date.
Further details of periodic fees for NPPR are published in the FS Handbook: FEES 4.2.11 and FEES 4 Annex 4 R.
Frequently asked questions about NPPR fees
When paying fees by cheque, who should they be made payable to?
Cheques should be made payable to the Financial Conduct Authority, with the firm name, Firm Reference Number (FRN) (where applicable) and application type written on the back and enclosed with the application form. To pay using a credit or debit card (for firms that are already authorised), please do not enter the details on the application form. We will contact you to ask for the details.
How should I submit fees for the National Private Placement Regime?
Please write the notification number on the back of your cheque and send it to: NPPR Notifications, Fund Authorisations Department, Financial Conduct Authority, 12 Endeavour Square, London, E20 1JN.
What FCA rules apply to fees?
Our fee rules are set out in the Fees Manual (FEES) of our Handbook, available on our website.
My firm is an authorised, internally managed AIF − in which fee-block do we belong?
Authorised internally-managed AIFs will fall into fee-blocks A7 and A9. However, in fee-block A9 the firm will need to use an income proxy of 1% of assets under management. The tariff base for fee-block A9 is gross income from charges to the fund. As internally-managed AIFs do not generate income from charges to the fund, 1% of the value of the AIF’s assets under management will be treated as a proxy for their income.
Will there be a fee for passporting into another Member State?
The UK does not charge an application fee for AIFMD outward or inward passport notifications. We are aware that certain other Member States are charging fees payable by UK firms, upon receipt of incoming AIFMD passport notifications.
Will there be a periodic fee for firms passporting into the UK?
Incoming EEA firms that are passporting into the UK as a branch are required to pay periodic fees on the regulated activities they are conducting in the UK. We do not require firms that passport into the UK on a services basis to pay periodic fees.
What is the fee regime for venture capital firms who become authorised as AIFMs?
The fees for venture capital firms remain unchanged by AIFMD. They will fall into fee block A7 but will be excluded from fee block A9.