Professional investors across Europe are subject to different marketing regimes depending on the structure and location of the fund. For non-European managers, choosing the right route is fundamental to how capital is raised.
Option 1: Reverse solicitation
This is only permitted when a professional investor approaches the manager of their own accord. The fund must not have undertaken any form of promotion, including indirect communications. Regulators are tightening controls, and managers must document the origin of each enquiry. This route is increasingly difficult to rely on at scale.
Option 2: National Private Placement Regimes (“NPPRs”)
NPPRs allow managers to register with individual European countries under Articles 36 and 42 of the AIFMD. This route is open to non-European AIFs and AIFMs but requires a memorandum of understanding between the fund’s home country and the target country. Compliance, timing, and documentation requirements vary widely. For this reason, most managers select a shortlist of countries based on investor demand.
Option 3: AIFM marketing passport
The passport is available only to funds and managers based in Europe. It allows distribution to professional investors across the European Economic Area without additional approvals in each country. While the regulatory burden is greater, the reach is significantly broader. Managers using this route must appoint an authorised European AIFM and ensure full compliance with reporting and operational requirements.
|
Marketing route |
Geographic reach |
Regulatory burden |
Setup time |
Cost level |
Best for |
|
Reverse solicitation |
Limited |
Low |
Immediate |
$ |
One-off raises |
|
NPPR |
Selective EU countries |
Medium |
2-6 months |
$$ |
Targeted approach |
|
AIFM passport |
Full EEA |
High |
6-12 months |
$$ |
Multi-market strategy |
Selection should reflect strategy, cost, and capital expectations
The chosen marketing route should reflect the manager’s capital raising goals, internal resources, and geographic priorities. For one-off raises, reverse solicitation or limited NPPR may be sufficient. For ongoing programmes or multi-market strategies, a European structure with passport rights may prove more scalable.
We advise on all three models and support fund launches through both private placement and full passport regimes.
Next steps
Download the full guide for a detailed breakdown of marketing permissions, jurisdictional considerations, and fund structuring options. Complete the form to receive your copy.
