NORWAY Law and Practice Contributed by: Daniel Nygaard Nyberg, Karoline Ulleland Hoel, Ole Andenæs and Jens Fredrik Bøen, Wikborg Rein Advokatfirma AS
Delegation of Portfolio Management In addition to the above, Norwegian AIFMs can del - egate the portfolio management of AIFs, as long as the delegate is appropriately authorised to perform portfolio management services. In this way: • appropriately authorised portfolio managers, based in Norway or an EEA state, may act as investment managers to Norwegian AIFs; and • appropriately authorised third-country entities may also act as delegates, provided that a co-operation agreement exists between the FSAN and the rel - evant local regulator. A number of Norwegian AIFs are established as pri - vate limited companies, governed by the Norwegian private limited companies act. Although there are few strict substance requirements, it is stipulated that for a private limited company, the board should comprise directors from the EU/EEA, Switzerland and/or the UK. Additionally, the company must be registered at a Nor - wegian address. 2.9 Rules Concerning Service Providers Depositary In accordance with the AIFMD, the AIFM Act stipu - lates that the depositary of an AIF must be: • an EEA-licensed credit institution; or • an EEA-licensed investment firm, with prudent authorisation and adequate financial reserves as further specified; or • for an AIF established in another EEA member state, an institution that is eligible to be a deposi - tary for UCITS in the AIF’s home state. For EEA-based AIFs, the depositary must be located in the AIF’s home state. For AIFs established outside the EEA, the depositary can be in either the AIF’s or the AIFM’s home state. In addition, the Norwegian AIFM Regulations stipulate that for certain closed-end AIFs, the FSAN may permit the appointment of entities (other than credit institu - tions and investment firms) to carry out depositary functions under a lighter regime, subject to specific authorisation of the depositary.
Administrators An AIFM may undertake administrative functions, fall - ing within the remit of its AIF management operations. However, a wide range of these administrative respon - sibilities may be delegated to entities that do not need a licence or local representation in Norway to carry out these functions. Other Service Providers The AIFM legislation does not delineate explicit crite - ria for miscellaneous service providers. Nonetheless, regulatory parameters might influence their opera - tions. For instance, to extend investment services to the AIFM or AIF, entities need to obtain a licence per the stipulations of the laws implementing the Markets in Financial Instruments Directive II (MiFID II) in Norway. Under the Norwegian AML Act, the AIFMs themselves are subject to requirements related to customer due diligence (CDD) measures, and the investors in the funds under management by the AIFM are considered customers of the AIFM for the purpose of the AML Act. The money-laundering reporting officer should also be an integral part of the managerial team. Service providers affiliated with the fund might also come under the purview of AML regulations. This could arise from their involvement in traditionally regu - lated services like accounting or depositary functions, or their explicit regulation by the AML Act itself. A case in point is trust or company service providers (TCSPs), which encompass entities delivering services related to the incorporation, governance and day-to-day operations of legal structures. 2.10 Anticipated Changes for Funds Going forward, several European initiatives will have an impact on Norwegian fund regulations. Notably, amendments to the ELTIF regulations already apply in the EU (the implementation date in the EEA states remains uncertain for now). In June 2025, the Minis - try of Finance finally presented a legislative proposal implementing the ELTIF 2 Regulation through the AIF Act, with the earliest likely entry into force being during the first half of 2026.
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