A New Private Fund Managers Regime in the UK: Good News for Non-UK Managers?

In our recent alerts, “A New Regime for UK Private Fund Managers: Latest From the FCA and HMT” and “Remuneration Rules for UK Private Fund Managers: Key Features of the FCA’s New Regime,” we discussed the proposed changes to the regime in the UK for alternative investment fund managers (AIFMs) under CP26/28: The UK AIFM Regime (UK AIFM Proposals) and CP26/27: Remuneration: Solo-regulated firms’ rules reform, respectively.

In this alert, we touch on the likely impact of the UK AIFM Proposals for non-UK managers that offer their funds to investors in the UK. We also focus on the third consultation in the package of reforms for AIFMs, CP26/26: Fund Reporting for Asset Management Entities (FRAME), the consultation period for which closes on 22 September 2026.

Non-UK managers (based in the US, EU, or elsewhere) that wish to offer private funds to investors in the UK must comply with the National Private Placement Regime (NPPR) in the UK AIF Regulation, supplemented by Financial Conduct Authority (FCA) rules and guidance. The main obligations for a non-UK manager under the NPPR are to provide UK investors with information prescribed in the FCA rules about the manager and fund, provide annual reports to the investors, and make regular reports about the fund to the FCA. A non-UK manager must also make a notification to the FCA before it can distribute any document, such as a subscription document or final form private placement memorandum — or “market” — to a UK investor.

We discuss these four NPPR points below, but it is also worth noting that any non-UK manager that acts as a submanager or adviser to a UK private manager should have regard to the discussion in our recent alerts, “A New Regime for UK Private Fund Managers: Latest From the FCA and HMT” and “Remuneration Rules for UK Private Fund Managers: Key Features of the FCA’s New Regime.” Changes in the obligations for UK private fund managers should be reflected in the delegated portfolio management or subadvisory agreements with the non-UK managers.

Key Takeaways for Non-UK Managers

• The UK AIFM Proposals, with the proposed changes under the proposed FRAME regime, should be good news for non-UK managers marketing their funds to UK investors.
• The amount of information a non-UK manager is required to provide to prospective UK investors under the FCA rules is set to be reduced, and the reporting under FRAME should be more proportionate than that which non-UK managers have to provide to the FCA.
• There will be some changes connected with the NPPR, most notably an obligation to notify the FCA when marketing ceases, but this is consistent with other jurisdictions.

Precontractual Information for Investors (ALTS9)

As noted in our previous alert, the UK AIFM Proposals distinguish more clearly between professional and retail investors than is the case under the current rules in the FUND module of the FCA Handbook of rules and guidance. This reflects the FCA’s view that these investor groups have different information needs and levels of knowledge and understanding of funds.

For non-UK managers, a key point is the change in precontractual information requirements from those in article 23 of the EU Alternative Investment Fund Managers Directive (AIFMD), which the current rules in FUND implemented while the UK was still a member of the EU. As the FCA further streamlines its rules, the divergence from the AIFMD is likely to become more marked. Managers offering their funds to both UK and EU investors under the respective NPPR regimes will need to consider whether separate UK and EU disclosures are necessary or whether a single set of disclosures, more expansive than those required under the UK AIFM Proposals, should apply to UK and EU investors.

Annual Reporting to Investors (ALTS10)

Non-UK managers offering funds to UK investors under the NPPR will still have to provide those investors with annual reports that comply with the same requirements for reports provided by UK managers and calibrated by manager size. In practice, non-UK managers will continue to prepare an annual report for each fund, although small non-UK managers will need to prepare only the annual summary. Our earlier alert sets out the headline changes.

The proposals should simplify parts of the annual reporting process. In particular, remuneration disclosures would be narrowed to total remuneration for material risk-takers, leverage information would be prepared on a more principles-based basis, and annual reports would only need to be filed with the FCA on request. Non-UK managers will need to note the new size-based framework and the proposed requirement to provide investors, on reasonable request, with additional information beyond that contained in the annual report.

Regulatory Reporting (ALTS13 and FRAME)

The reporting requirements under the FRAME proposals will apply to non-UK managers and UK managers on broadly the same terms. For unauthorised AIFs, the type of funds that non-UK private managers most likely manage, the reporting category is determined by reference to the net asset value (NAV) for the fund on the final business day of the previous reporting period. Funds with NAV of less than £500 million would be subject to the “essential” reporting requirements. Funds with NAV of £500 million or more would be subject to the more detailed “enhanced” requirements. In each case, reporting would be annual and due within 120 days of the end of the relevant reporting period.

Managers that manage funds of less than £500 million may opt up to enhanced reporting. Where a fund crosses the threshold, a one-year transition period would apply before the new reporting category takes effect. This means that a manager classified as a “small” AIFM under the FCA’s proposed manager-size framework, defined as an aggregate AIF NAV of less than £750 million, could still have individual funds that fall into either the essential or enhanced reporting category.

In the appendix to this alert, a table shows the headline reporting requirements for private unauthorised funds under the essential and enhanced categories.

Some key points for non-UK managers (and UK managers) to note include the following:

• In addition to some essential requirements on investor base, managers subject to enhanced reporting for their fund will need to report the composition of the fund’s investor base (including the percentage of the fund’s NAV represented) by reference to investor type, UK and non-UK clients, retail and professional clients, and, for UK investors, per se and elective professional clients.
• Private market funds subject to enhanced reporting will need to provide valuation-related information, including whether a third-party valuer is used, how often third-party valuations are carried out, and whether the full portfolio has been third-party valued. The FCA proposes to collect this information, in addition to basic details on continuation funds and fundraising for closed-ended funds, at a portfolio level using yes or no and multiple-choice responses rather than at an asset-by-asset level. This reflects the FCA’s focus on conflicts, governance, and documented oversight of valuation processes.
• Private equity funds subject to enhanced reporting will need to report net internal rate of return (IRR), gross IRR, and multiple on invested capital. The FCA describes these as conventional metrics that are typically already reported to investors. Managers may use their own calculation methodology, provided this is consistent with the approach used in investor reporting.
• Enhanced reporting will also capture information on fund fee structures, including management fees, performance fees, and carried interest.
• Private market funds will not need to complete the “Market Risk Sensitivities and Value-at-Risk” section of FRAME that applies to other enhanced reporters. The FCA considers those standardised market shocks — covering equity prices, interest rates, credit spreads, foreign exchange, and commodity prices — less appropriate for illiquid, mark-to-model private market portfolios. Private market funds would still need to complete the other applicable enhanced sections, including portfolio exposures, portfolio concentrations, financing maturity where leveraged, and the private-markets-specific valuation module. Private equity funds would also need to complete the private equity module.

NPPR and Cross-Border Marketing (ALTS14)

Under the UK AIFM Proposals, the broader NPPR regime itself is retained; the FCA is still not required to give approval for marketing, and a non-UK manager can start marketing once it has submitted a valid notification and the FCA has acknowledged payment of the fee for marketing. We discuss this in our previous alert.

Non-UK managers will need to consider the impact of the expansion of the UK’s regulatory perimeter, including the removal of small threshold and small registered AIFMs and the introduction of an authorisation regime for all AIFMs with more than £750 million in NAV. Where in scope, they will be subject to NPPR requirements and reporting when marketing in the UK.

The proposals will introduce an obligation for the AIFM to notify the FCA when it ceases marketing in the UK as well as an FCA public register of NPPR notifications and suspensions. This is a new transparency point that is consistent with the changes in other jurisdictions.

Next Steps

The FCA and His Majesty’s Treasury consultations remain open through September and October 2026, with implementation of the new regime expected in 2028. Some deregulatory changes may take effect earlier once the final legislation and FCA Policy Statement are published. The rules may therefore still change, but non-UK managers should begin assessing the likely impact now. Key steps include the following:

• Confirm the manager’s aggregate AIF NAV across all funds managed globally to determine whether it would be classified as small, medium, or large under the proposed size-based framework.
• Map existing investor disclosure materials against the proposed UK requirements for professional and retail investors and decide whether to maintain separate UK and EU disclosure packages or adopt a single harmonised approach.
• Assess the NAV of each AIF marketed or expected to be marketed in the UK to identify whether essential or enhanced FRAME reporting would apply.
• Review systems and processes against the proposed FRAME data requirements, including fund NAV, investor base, fees, performance, valuation practices, leverage, and liquidity, particularly for funds likely to fall within enhanced reporting.
• Identify where the more proportionate UK approach may allow existing compliance processes, investor reports, or disclosures to be streamlined while recognising that some managers may prefer to retain current standards for consistency across jurisdictions.
• Monitor continuing divergence between the UK regime and EU AIFMD2, particularly where funds are marketed to both UK and EU investors.

Please do not hesitate to speak to one of the authors of this guide or your usual Goodwin contact if you have any questions or want to discuss how the new regime may impact your fund structures, operational arrangements, investor relationships, and investment strategy.

Appendix: Headline Reporting Requirements