NORWAY Law and Practice Contributed by: Daniel Nygaard Nyberg, Karoline Ulleland Hoel, Ole Andenæs and Jens Fredrik Bøen, Wikborg Rein Advokatfirma AS
Wikborg Rein Advokatfirma AS Dronning Mauds Gate 11 0250 Oslo Norway
Tel: +47 91 16 24 45 Fax: +47 22 82 76 61 Email: dnn@wr.no Web: www.wr.no
1. General 1.1 General Overview of Jurisdiction AIFMD
with the anti-money laundering regime and certain disclosure obligations. To qualify as a sub-threshold AIFM, the AIFM can - not manage AIFs with aggregated assets under man - agement equal to or exceeding an amount in NOK equivalent to: • EUR500 million, when the portfolios comprise unleveraged AIFs with no redemption rights exercisable for investors during a five-year period following the initial investment; or • EUR100 million, for AIFs other than those men - tioned above. These sub-threshold AIFMs do not enjoy passport - ing rights in the European Economic Area (EEA) and cannot market to retail (non-professional) investors in Norway, meaning that sub-threshold AIFMs may only market AIFs to professional investors in Norway or to investors outside of Norway subject to local law, unless they are authorised under the European ven - ture capital funds (“EuVECA”) regime. In addition, sub-threshold Norwegian AIFMs may generally only manage Norwegian funds. Supervision The FSAN is responsible for supervising both licensed and registered AIFMs operating in Norway. Growth and Trends Despite its modest size on the global stage, Norway’s asset management market has experienced consist - ent growth in recent years, including an uptick in assets under management and the emergence of new asset management firms and funds.
Norway implemented the EU Alternative Investment Fund Managers Directive (AIFMD) into its national legislation through the Norwegian Act on the Man - agement of Alternative Investment Funds (the “AIFM Act”). The AIFM Act applies to alternative investment fund (AIF) managers (AIFMs). By definition, AIFs are collective investment undertak - ings that are not undertakings for collective invest - ment in transferable securities (UCITS), and which raise capital from a number of investors with a view to investing that capital for the benefit of those inves - tors, in accordance with a defined investment policy. The majority of the AIFM Act’s provisions apply only to AIFMs. However, the obligations imposed on AIFMs indirectly extend to the activities of the AIFs they man - age. Internal or external management The AIFM Act permits AIFs to be managed either internally, through a corporate body (ie, the board of directors for limited companies), or externally, where the AIF appoints an external AIFM to be its manager. Licensing and registration exemption All AIFMs are required to obtain a licence, subjecting them to comprehensive supervision under the AIFM Act by the Financial Supervisory Authority of Norway (FSAN). Exceptions exist for “sub-threshold AIFMs”, which can register with the FSAN and comply mainly
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