In this exclusive Q&A,  Dewi Habraken, Senior Director - Business Development, JTC, and Jevgeniy Nesch, Investment Funds Partner, AKD Luxembourg, break down the nuanced journey of raising capital in Europe—from early-stage “pre-pre-marketing” to the regulatory realities of AIFMD-compliant marketing. Learn how US fund managers can test investor appetite without triggering red tape, leverage the EU marketing passport, and tap into Luxembourg’s thriving fund ecosystem.

Q: What exactly is “pre-pre-marketing” and why should I care about it?

Dewi Habraken: Pre-pre-marketing is the earliest phase in the fundraising journey, often described as brand-building. It’s when you’re floating ideas, having informal conversations, and getting a sense of how your fund concept might resonate. For US managers exploring capital raising in Europe, this is often where we start helping them to shape a potential launch strategy, test-market positioning, and assess demand.

Jevgeniy Nesch: This stage isn’t regulated under the AIFMD, so there’s flexibility but also risk if the line is crossed. From a legal standpoint, it’s important to avoid discussing the specifics of the fund or strategy in a way that could be seen as a formal offer. That’s where having legal counsel early on is useful as we help keep this exploratory phase truly exploratory, while laying the groundwork for next steps in line with EU rules.

Q: How does pre-marketing work under AIFMD? Can I test investor interest without getting stuck in red tape?

Dewi Habraken: Pre-marketing is where your idea starts to take shape more formally. You’re still not “selling,” but you might share a draft deck, an outline of the strategy, or key terms with professional investors to gauge their interest. This is regulated in the EU, so it has to be done through an authorized AIFM. That’s where JTC often steps in as a third-party AIFM, we handle the formalities and help you reach EU investors in a compliant way. Put in simplified terms; US managers can “hire our license” to engage in pre-marketing activities in Europe.

Jevgeniy Nesch: Legally, pre-marketing under the AIFMD is a defined concept. Only authorized EU AIFMs or MiFID firms can conduct it, and there are clear requirements: you can’t circulate subscription documents, and all materials need the appropriate disclaimers. There’s also a two-week notification rule to the regulator in your home Member State. We support US managers in ensuring the pre-marketing stays within legal bounds so you get the commercial benefits without compliance risk.

Q: When does it count as actual “marketing” and what is the EU marketing passport really about?

Dewi Habraken: Marketing is indeed the real launch phase. For US managers working through a third-party AIFM such as JTC, the EU “marketing passport” is a key tool. Once we file the necessary regulator-to-regulator notices, you can market across multiple EU countries to professional investors without needing separate authorisations in each one. It simplifies cross-border access significantly.

Jevgeniy Nesch: Under AIFMD, marketing starts when you’re actively offering fund interests and is regulated. It includes any direct or indirect offer or placement of fund units. For EU AIFMs managing EU funds, the passport enables a streamlined process to market across Member States, provided the right notifications are in place. Non-EU managers can’t use this route yet on their own, but with help of a host AIFM like JTC. This way, you comply with marketing rules while reaching your target audience.

Q: If I’m a non-EU manager, what are my options for getting into the EU market, can I still do this?

Dewi Habraken: Yes, absolutely. Even without the EU passport, many US managers use the National Private Placement Regime (NPPR) to access the European market. It's a bit more manual, as you need to register in each country you want to target, but it works. We’ve helped many clients do this by combining our AIFM, admin and depositary services with a tailored, country-by-country outreach strategy.

Jevgeniy Nesch: The NPPR is one of the main routes available today for non-EU managers. It’s a legitimate, though more fragmented, path. Each Member State has its own requirements and processes, some are straightforward, others more involved. Our role is to navigate that complexity, ensuring you’re properly registered and fully compliant. Many US fund managers have successfully used this regime with the right legal and operational support in place.

Q: Why does Luxembourg attract fund managers and investors from all over the world and how can I, as a US fund manager, benefit from it?

Dewi Habraken: Luxembourg has built a strong reputation for cross-border fund distribution. It’s a global hub that combines technical expertise, fund structuring flexibility, and investor familiarity. For US managers, it’s often the jurisdiction of choice for launching a fund that’s meant to raise capital outside the US. We’ve seen US managers consider Ireland, but Luxembourg remains the typical choice for now, and the largest hub for alternative investment funds in Europe. Working with a local AIFM like us means you can focus on managing your strategy while we handle the regulatory and operational side.

Jevgeniy Nesch: Luxembourg’s strength lies in its legal certainty, broad fund toolbox, and alignment with international standards. US managers benefit from a jurisdiction that supports sophisticated structuring while offering access to EU and global investors. With legal advisors like AKD, you get strategic guidance on how to structure your fund, optimize for tax and regulation, and stay compliant throughout the life cycle of the fund.

For additional context, check out Unlocking European Capital: A Guide for U.S. Fund Managers, which outlines key considerations for accessing European investors—from fund structuring and regulatory pathways to selecting the right jurisdiction.

Connect with: Dewi Habraken, Jevgeniy Nesch