Veneziano & Partners is an international consulting boutique specialised in the European regulation of cross-border fund distribution.

2. Overview – Bespoke Fund Passporting
• WhoWe Are
• Fund Distribution and Marketing in Europe
• The Passport
• The Private Placement
• US Managers

3. Who We Are
• Veneziano & Partners (the Firm) is an international consulting boutique specialised in the
European regulation of cross-border fund distribution.
• The Firm was founded in London in 2013 by Attilio Veneziano, a lawyer veteran of the
offshore investment funds industry.
• Catering to a selected group of fund managers and financial institution worldwide, the
Firm offers a custom-made service enabling its clients to gain competitive advantage in
an ever increasingly regulated environment.
• For US fund managers, willing to broaden the horizons of their domestic fund offering,
the Firm developed a strategic advisory and advocacy service to successfully tackle the
challenges of European fund distribution.

4. Fund Distribution and Marketing in Europe
• European fund distribution is governed by a broad spectrum of financial services
regulations identified by a set of acronyms i.e. UCITS,AIFM, MiFID and PRIIPs.
• The UCITS and AIFM directives provide for a pan-European marketing authorisation in
the form of a marketing passport.
• The AIFM directive, in conjunction with local national laws, provides for a private
placement regime to offer non-EU Alternative Investment Funds (AIF) by non-EU AIF.
• In addition and in both cases, there is no definition of marketing at European level nor an
European directive on marketing, hence marketing is governed at a local level.
• Also additional directives and regulations govern the provisions of investment services
(MiFID) and the disclosure regime (PRIIPs)

5. The Passport
• The Firm is specialised in obtaining and maintaining marketing authorisations for investment funds.
• The Passport under the UCITS and AIFM directive is an electronic process between the Home
State National Competent Authority (NCA) of the UCITS or the AIFM and the Host State NCA
of the target market.
• Within 10 or 20 business days from submission of a complete application, respectively for
passport applications pursuant to the UCITS and AIFM directives, the Host State NCA is notified
of the intention to market a fund and marketing can commence accordingly.
• Member States across Europe can impose additional requirements to the marketing authorisation
of UCITS and AIFMs.This is defined in jargon Gold Plating.
• The Firm drafts and submits passport applications for its clients and liaises with NCAs on their
behalf until authorisation is obtained and on ongoing basis thereafter.
• The Firm also advices clients on Gold Plating practices adopted in any given European market and
assists in fulfilling any such additional requirements.

6. The Passport
UCITS IV/AIFMD
Passport
application
UCITS Fund/AIFM
Home State
Competent Authority
of UCITS/AIFM
Host
State
Host
State
Host
State

7. Private Placement
• The Private Placement became a notification/registration process carried out directly with the
NCA of the target market.
• AIFM directive imposes private placement pre-conditions both on non-EU domicile of the
AIFM/AIF and on the non-EU AIFM itself.
• Accordingly, non-EU AIFMs are subject to compliance with certain articles of AIFM directive even
though they are non-EU entities (i.e. transparency, disclosure and reporting obligations).
• Member States across Europe can impose requirements in addition to the pre-condition of
AIFMD for private placement.This is defined in jargon Gold Plating.
• The Firm drafts and submits private placement notifications for its clients and liaises with NCAs
on their behalf until authorisation is obtained and on ongoing basis thereafter.
• The Firm also advices clients on Gold Plating practices adopted in any given European market and
assists in fulfilling any such additional requirements.

8. Private Placement
AIFM
Host
State
Host
State
Host
State
Host
State
Host
State

9. US Managers
• The Firm offers a strategic advisory and advocacy service to US fund managers intending to launch an
European fund distribution project under UCITS or AIFM directives.
• Veneziano & Partners is a niche in the niche firm in this sense. The Firm has successfully assisted over the
years US Fund managers in their European endeavours.
• The Firm’s strategic advisory and advocacy services is comprised of the following:
• Advice – in the design process and implementation phase of distribution projects;
• Advocacy – service providers, fund platforms, outsourced fund management solutions and other
regulatory umbrellas, opportunities and partners for distribution and seeding capital
• Education – main regulatory themes surrounding European fund management and distribution.
• Whilst the Firm works with clients who intend or have replicated already within European products their
strategies, historically hosted within third country non-European off-shore funds, it can equally assist in
situations where an incubator-style approach is more suitable for the first years of the journey throughout
Europe.

10. Veneziano & Partners Limited is registered in England and Wales with number 8416146. The fact that you receive this information does not create nor impose any relationship with Veneziano & Partners Limited. The contents of this document are for
information purpose only and represent a summary of subject matters of interest. While we endeavour to keep the information up to date and correct, we make no representations or warranties, expressed or implied, about the completeness,
accuracy and suitability thereof for any purpose. Any reliance you place on such information is therefore strictly at your own risk. The contents of this document should not be relied upon, treated as or substitute legal advice. Veneziano & Partners
Limited is not a law firm, nor provides legal advice to the public. It is not authorised nor regulated by the Solicitors Regulation Authority in England and Wales. Veneziano & Partners disclaims any and all liability for any loss or damage, including, without
limitation, indirect or consequential loss or damage, or any loss or damage whatsoever from loss of data or profits arising out of, or in connection with, the use of this document.
Veneziano & Partners Limited
25 Sackville Street
W1S 3AX London
+44 20 7264 4827
info@venezianoandpartners.co.uk
www.venezianoandpartners.co.uk