
For European insurers, navigating Solvency II has never been simple. The framework, designed to ensure the sector remains resilient, has reshaped how insurers approach investment allocation. It forces them to hold significant capital buffers against certain asset classes, particularly private markets.
This creates a dilemma. On one side, private equity, private credit, infrastructure, and real asset strategies offer attractive yields and diversification potential in a low-interest-rate, volatile market environment. On the other, the capital charges attached to these investments—sometimes as high as 49% for unlisted equity—are prohibitively steep. For many insurers, this makes allocating to private funds a costly exercise in balance sheet inefficiency.
According to BIS data, insurance companies globally hold over $35 trillion in assets, around 8% of global financial assets, with a significant portion subject to regulatory capital requirements.
A growing search for structures that enable insurers to capture private market returns without absorbing heavy capital penalties. In recent years, Rated Note Feeders (RNFs) have emerged as one of the most effective solutions. They are transforming how insurers access alternatives, unlocking capital efficiency under Solvency II, and opening the door to wider private market participation.
Why Capital Efficiency Matters for Insurers
To appreciate the importance of RNFs, it is essential to understand the capital efficiency problem. Under Solvency II, insurers must hold capital in proportion to the perceived riskiness of their investments. This is measured through solvency capital requirements (SCR).
- Listed equities: ~39% capital charge
- Unlisted equities: ~49% capital charge
- Investment-grade corporate bonds: Often between 7% and 12%
- AAA-rated sovereign bonds: Close to 0%
These percentages matter. Skadden’s 2024 guide to Solvency II confirms the dramatic differential between capital charges for rated structured products (5-15%) versus direct private equity investments (49%), creating an opportunity cost of up to 34% in tied-up capital.
Capital efficiency, therefore, is not just a technical consideration. It directly affects:
- Portfolio allocation: High charges discourage insurers from committing to certain asset classes.
- Competitiveness: Efficient use of capital can differentiate one insurer’s financial strength from another’s.
- Returns: The higher the capital requirement, the lower the effective return on capital invested.
Against this backdrop, any structure that can reduce solvency capital charges while maintaining exposure to private markets becomes extremely attractive.
What Are Rated Note Feeders?
Rated Note Feeders (RNFs) are specialized feeder fund structures that repackage private fund commitments into a blend of equity and rated debt instruments. Their innovation lies in how they translate inherently illiquid, high-capital-charge exposures into securities that qualify for more favorable regulatory treatment.
The mechanics:
- Feeder structure: The RNF sits between investors and the master private fund.
- Debt + equity mix: Instead of committing only through equity, insurers subscribe to rated notes (debt) and potentially a small equity component.
- Credit rating: A rating agency evaluates the structure, expected cash flows, credit enhancements, and collateral, then assigns a rating.
- Repackaging effect: Investors hold rated notes, which receive lower capital charges under Solvency II compared to direct equity interests.
RNFs can be applied across multiple private market strategies:
- Private credit: Transforming loan portfolios into rated debt notes.
- Private equity: Allowing exposure without the full equity capital charge.
- Infrastructure funds: Matching long-term liabilities with long-dated, rated notes.
BIS research indicates that insurance companies using rated note structures have successfully increased their private market exposure without compromising solvency positions, a key factor driving their growing popularity.1
For insurers, RNFs represent a bridge: they provide access to the same underlying private market exposures, but with far more efficient treatment on their balance sheet.
How RNFs Drive Capital Efficiency Under Solvency II
The power of RNFs becomes clear when comparing SCR requirements. Consider two scenarios:
Scenario 1: Direct fund commitment
- An insurer commits €50 million to a private equity fund. With a 49% capital charge, they must allocate nearly €25 million in regulatory capital to support this investment.
Scenario 2: Commitment via RNF
- The same insurer invests €50 million via a Rated Note Feeder structured as a BBB-rated note. Depending on the rating, the capital charge could be reduced to 9–15%. The capital requirement now falls to as low as €4.5–7.5 million.
The difference is profound: RNFs free up regulatory capital, enabling insurers to deploy resources more effectively across their portfolio.
Beyond the immediate reduction in capital charges, RNFs offer additional advantages:
- Broader diversification: Lower charges allow insurers to allocate to more funds or strategies.
- Alignment with liabilities: Rated notes can be structured to match insurers’ liability profiles.
- Regulatory comfort: By relying on independent credit ratings, RNFs create transparency and defensibility in the eyes of regulators.
The Operational Complexities of RNFs
Despite their benefits, RNFs are not simple plug-and-play structures. They involve layers of operational and regulatory complexity that require specialized expertise.
- Dual capital calls: RNFs must coordinate calls from both the master fund and noteholders, ensuring liquidity is managed effectively.
- Cash flow modeling: Accurate forecasting is critical to satisfy rating agencies and maintain credit ratings.
- Note servicing: Issuing, monitoring, and paying interest or principal on notes requires robust infrastructure.
- Rating agency oversight: Ongoing engagement with rating agencies, including data provision and performance updates, is mandatory.
- EU Securitisation Regulation compliance: RNFs must adhere to detailed rules on risk retention, transparency, and due diligence.
- Reporting complexity: Detailed, often bespoke reporting is required to satisfy both investors and regulators.
Without the right operating model, these complexities can create significant risk. Errors in servicing, miscommunication with rating agencies, or regulatory missteps could undermine the efficiency gains RNFs are designed to deliver.
How Alter Domus Simplifies RNF Implementation and Management
To make RNFs practical, insurers, and asset managers increasingly turn to specialized partners who can take on the heavy lifting. Alter Domus has developed a service suite specifically tailored to the demands of RNFs.
Key areas of support include:
- End-to-end fund administration: Managing investor commitments, processing dual capital calls, and reconciling cash flows.
- Compliance and regulatory reporting: Ensuring adherence to Solvency II, EU Securitisation Regulation, and other applicable frameworks.
- Note servicing: Handling issuance, payments, record-keeping, and investor communications.
- Rating agency coordination: Supporting the initial rating process, ongoing performance updates, and re-rating cycles.
- Distribution and investor relations: Facilitating communication with insurers and other noteholders.
- Technology-enabled transparency: Leveraging platforms that provide real-time data and reporting dashboards.
Alter Domus combines global reach with local expertise. Having worked with some of the world’s largest insurers and alternative asset managers, we bring practical experience in structuring, administering, and optimizing RNFs through our specialized private debt solutions and private equity fund solutions. For insurers, this translates into smoother implementation, fewer operational headaches, and confidence that the structure will deliver on its promise of capital efficiency.
Conclusion: Unlocking Capital Efficiency Through RNFs
The investment landscape for insurers is shifting. Regulatory pressure is unlikely to ease, and the hunt for yield in private markets continues to intensify. In this environment, capital efficiency is no longer a technical footnote—it is central to strategy.
Rated Note Feeders are emerging as one of the most effective tools to address this challenge. By transforming private market exposures into rated debt instruments, RNFs lower solvency capital charges, broaden access to alternatives, and align investments more closely with insurers’ liability-driven needs.
But success with RNFs is not guaranteed. Their complexity demands deep knowledge of fund structuring, regulatory compliance, and operational execution. The right partner can make the difference between a structure that delivers efficiency and one that creates friction.
For insurers ready to navigate Solvency II more effectively, RNFs represent an opportunity to unlock capital efficiency and expand into private markets with confidence. With expert support, they are not just a niche innovation—they are a cornerstone of the future insurance investment landscape.
Disclaimer: THIS MATERIAL IS PROVIDED FOR GENERAL INFORMATION ONLY, DOES NOT CONSTITUTE INVESTMENT ADVICE, AND PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.











