Europe is the second largest asset management market in the world, behind only the United States. For non-European fund managers, that represents a significant pool of institutional capital that many are not yet accessing.
The regulatory requirements of entering Europe can seem complex from the outside, and that perception alone is enough to push some managers to look elsewhere. In a number of cases, though, the barriers are lower than they appear.
A common assumption is that raising capital in Europe requires the creation of an EU-domiciled fund and the appointment of a European alternative investment fund manager (“AIFM”). In practice, this is not always the case. National private placement regimes, commonly referred to as “NPPRs”, offer a practical route for many non-EU managers to market existing fund structures to professional investors across multiple European jurisdictions.
What NPPRs really offer non-EU managers
For managers weighing up their options in Europe, the appeal of NPPRs comes down to three things: cost, speed, and simplicity. Rather than establishing a new EU-domiciled fund or relocating their management team, managers can market their existing fund structures to professional investors across multiple European jurisdictions. There is no need to restructure, no requirement to appoint a full European AIFM, and no obligation to build out new operational infrastructure before testing investor appetite.
That proportionality is significant. NPPR sits within the framework of the Alternative Investment Fund Managers Directive (“AIFMD”), with the conditions for non-EU managers set out at member state level. In practice, this means managers can often begin approaching investors in selected markets far more quickly and at considerably lower cost than a full EU fund launch would require. For those targeting a limited number of jurisdictions where investor demand already exists, it offers a practical way to move forward without committing to a broader European operating model.
What marketing under NPPR actually involves
Marketing under NPPR is not a single action but an ongoing commitment. At the point of registration, managers must meet the filing requirements of each jurisdiction they are targeting, which vary in complexity and timeline. Beyond registration, there are continuing obligations that remain in place for as long as the fund is marketed in that market.
The main areas managers need to account for are set out below.
| Area | What applies under NPPR | What this means in practice |
| Marketing scope | Marketing permitted to professional investors only | Distribution is limited to institutional and qualifying investors |
| Fund structure | Non-EU funds can be marketed directly | No requirement to establish an EU-domiciled fund |
| Manager structure | Non-EU manager can remain appointed | No requirement to appoint an EU AIFM in most jurisdictions |
| Registration approach | Jurisdiction-by-jurisdiction filings | Managers choose where to market based on investor demand |
| Regulatory reporting | Annex IV reporting required | Periodic regulatory filings in each marketing jurisdiction |
| Investor disclosures | Article 23 disclosures apply | Ongoing transparency on strategy, risk, and valuation |
| Depositary | Required in limited jurisdictions only |
Applies in markets such as Germany and Denmark
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Jurisdictional differences matter
While NPPR is available across much of Europe, implementation differs materially between countries. Some jurisdictions operate relatively straightforward notification processes. Others apply more detailed approval requirements, including local documentation and the appointment of a depositary.
Understanding these differences is important when planning a European fundraising strategy, as timelines, cost, and operational complexity vary by market. Certain jurisdictions such as Luxembourg, Ireland, and the Netherlands are often viewed as accessible entry points for non-EU managers. In contrast, markets such as Germany and Denmark require additional operational arrangements, including depositary services, before marketing can begin. France, Austria, Italy, and Spain have set compliance standards at a level equivalent to full AIFMD compliance, making the NPPR route impractical for most managers based outside the EU.
The right choice of jurisdictions, made early, will shape your timeline, your cost base, and the operational arrangements you need to put in place before marketing can begin.
Ongoing obligations beyond registration
Managers using NPPR are also subject to ongoing regulatory obligations, most notably Annex IV reporting. This involves the periodic submission of detailed data on the fund, its investment activity, and its risk profile to local regulators.
A practical guide to using NPPR
To support managers considering Europe, we have published a detailed guide that sets out how NPPR operates across key European markets, what is required to register, and how ongoing obligations such as reporting and disclosures are handled in practice. If European capital is part of your growth plans, the guide provides a clear starting point for assessing whether NPPR is the right route and how it can be applied to your existing fund structure
