NORWAY Law and Practice Contributed by: Daniel Nygaard Nyberg, Karoline Ulleland Hoel, Ole Andenæs and Jens Fredrik Bøen, Wikborg Rein Advokatfirma AS
• certain institutional investors (“per se professional clients”). In addition to the general marketing requirements under the AIFM laws, managers and other promot - ers should ensure that other regulatory requirements, such as prospectus rules, general marketing law and rules regulating investment services, are complied with. AIFMs are permitted to market AIFs to local investors, and it is common for AIFs established in Norway to include local investors in their client base. Regulation differs between marketing to professional investors and non-professional investors. 4.4 Rules Concerning Marketing of Alternative Funds EEA AIFMs An EEA AIFM may market a Norwegian or EEA AIF to professional investors in Norway, subject to comply - ing with a notification procedure. The marketing may commence upon the AIFM receiving notice from its home state authority that its passporting notification has been forwarded to the FSAN. Marketing to non-professional investors in Norway is also permissible for an EEA AIFM, but this requires separate approval from the FSAN. In this case, the EEA AIFM must submit documentation to the FSAN proving that the AIF can be marketed to non-pro - fessional investors in its home state and that it will comply with the applicable Norwegian requirements, such as the preparation of a key information docu - ment (KID) and conducting a suitability test. Follow - ing the implementation of the Packaged Retail and Insurance-Based Investment Products (PRIIPs) Act in Norwegian law, the requirement for preparing a KID effectively means a PRIIPs KID as set out in the PRIIPs Act. AIFMs marketing AIFs to non-professional inves - tors in Norway must be members of an independent, external complaints board. Third-Country Funds and AIFMs Norway maintains a private placement regime for EEA AIFMs marketing non-EEA funds and non-EEA AIFMs marketing funds according to AIFMD Articles 36 and 42, respectively. Such AIFMs must submit an appli -
cation to the FSAN detailing their intention to market an AIF outside the passporting regime of the AIFMD. Marketing of the AIF is subject to the FSAN’s approval. Pre-marketing The Cross-Border Distribution of Funds (CBDF) Direc - tive was implemented by amendments to the AIFM Act and the UCITS Act on 22 June 2022. The final steps towards implementation of the CBDF in Nor - way was completed on 9 August 2024 and the CBDF rules came into force on 1 October 2024. The CBDF introduced harmonised rules for marketing funds from other EEA states, including a regime for so-called pre- marketing for EEA AIFMs. Non-EEA managers and EEA managers (in respect of non-EEA funds, and feeder funds to non-EEA funds) will not be permitted to conduct pre-marketing in Norway. Reverse Solicitation Under Norwegian law, accepting subscriptions/place - ments (without a marketing authorisation) based on reverse solicitation from investors is permitted in lim - ited circumstances, where subscriptions are made exclusively at the initiative of the investor without any prior solicitation from the AIFM (or anyone acting on its behalf). Reverse enquiry is traditionally inter - preted “narrowly” by the FSAN, implying that manag - ers should only rely on this avenue for “true” reverse solicitation scenarios. Since the laws implementing the CBDF Directive came into force on 1 October 2024, an AIFM has not been able to rely on reverse solicitation for a period of 18 months following the initiation of pre-marketing of the AIF. Fees A new fee regime was introduced on 1 January 2024 affecting cross-border activities into Norway by non- Norwegian AIFMs and UCITS managers. The fee rates regime remained unchanged in 2025, and includes a NOK15,000 one-time processing fee for applica - tions by non-EEA AIFMs to market AIFs to profes - sional investors; a NOK8,000 one-time processing fee for non-Norwegian EEA AIFMs to market non-EEA AIFs or feeder AIFs to professional investors; and a NOK25,000 one-time processing fee to market AIFs
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