Non-EU AIFMs and AIFs


National private placement regimes continue to apply when the AIFM and/or AIF are not established in the EU.

National private placement regimes apply when the AIFM and/or AIF are not in the EU.

For now national private placement regimes continue to apply when the alternative investment fund manager (AIFM) and/or alternative investment fund (AIF) are not established in the European Union (EU).

Private placement regimes

Since July 2013, national private placement regimes have no longer applied to EU AIFMs marketing EU AIFs within the EU. The Alternative Investment Fund Managers Directive (AIFMD) defines marketing as a direct or indirect offering or placement at the initiative of the AIFM, or on its behalf, of AIF units/shares to investors domiciled in the EU, or having a registered office in the EU. Any “reverse solicitation” – whereby an investor initiates the transaction – is not in scope of the provisions. Marketing of AIFs outside the EU is also out of scope of the marketing provisions and the AIFM does not have to comply with the Directive requirements on depositary and annual report.

Where either or both of the AIFM or AIF are not established in the EU, national private placement regimes continue to apply for the time being. EU AIFMs managing non-EU AIFs and marketing them into the EU are subject to all the Directive requirements except they do not have to comply with the full depositary provisions. They need only to ensure that one or more entities are appointed to perform the cash monitoring, safe-keeping and oversight duties, which cannot be performed by the AIFM. Non-EU AIFMs managing EU AIFs or non-EU AIFs that are marketed into the EU need to comply only with the requirements on disclosures to investors and regulatory reporting.

The timeline originally envisaged in the Directive was:

  • 2013-2015, national private placement regimes only
  • From 2015, passport for marketing into the EU may become available, after positive advice and opinion from ESMA
  • 2015-2018, national private placement regimes and the EU passport to co-exist
  • Post-2018, after review by the Commission, national private placement regimes may end and marketing may be possible only with the passport.

However, the passport for non-EU AIFMs or non-EU AIFs has not yet been activated. Meanwhile, some Member States may reduce the scope of or rescind their national private placement regimes ahead of the passport being activated. For the latest position, see Latest News.

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