The NPPR allows some Alternative Investment Fund Managers (AIFMs) to market certain categories of Alternative Investment Funds (AIFs) in the UK following 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 TTP
We applied the Temporary Transitional Power (TTP)[1] from the end of the transition period on a broad basis until 31 March 2022. Our use of the TTP has now ended and firms must fully comply with UK onshored regulatory obligations.
The TTP as laid out in Treasury legislation expires on 31 December 2022. However, in line with agreed timescales we stopped using the power on 31 March 2022, except in relation to the Share Trading Obligation (STO) and the Derivative Trading Obligation (DTO).
Following Treasury legislation[2], the period during which the STO and DTO TTP Directions may continue to apply has been extended to 31 December 2024.
We continue to monitor market and regulatory developments and will review our approach if necessary.
Where the TTP was 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 applied the TTP to EEA AIFMs that market AIFs in the UK under regulation 57 of the UK AIFM Regulations.
This meant that an EEA AIFM, which marketed an AIF under regulation 57 of the UK AIFM Regulations immediately before 11pm on 31 December 2020, could 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 needed to re-register the AIF under regulation 59 before 31 March 2022.
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 meant that an EEA AIFM that wished to register a new AIF had to de-register the existing umbrella registered under regulation 57 and 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[3].
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[8].
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.
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[14].
06/08/2020: Link changed fixed broken links to Connect and AIFMD fees pages
