NORWAY Trends and Developments Contributed by: Daniel Nygaard Nyberg, Ole Andenæs, Karoline Ulleland Hoel and Jens Fredrik Bøen, Wikborg Rein Advokatfirma AS
regulation to make it more appealing. Some of the notable changes include: • a reduction from 70% to 55% in the required minimum investment to be in qualifying portfolio investments; • diversification rules no longer apply to ELTIFs marketed exclusively to professional investors and are substantially relaxed for those targeting non- professional investors; • an increase in the cap on market capitalisation for investments in listed companies from EUR500 mil - lion to EUR1.5 billion; • a “fintech exception” that allows ELTIFs to invest in finance sector companies under specific condi - tions; • the removal of the requirement for a minimum value of EUR10 million for real assets, expanding the range of eligible real assets; • ELTIFs can now be structured as master-feeder funds, offering flexibility for different investor groups; and • ELTIFs can now be mandated as funds of funds for other ELTIFs, European venture capital funds (EuVECAs), European social entrepreneurship funds (EuSEFs), undertakings for collective invest - ment in transferable securities (UCITS), and alter - native investment funds, provided they invest in similar assets. These changes make ELTIFs more versatile and pro - vide new opportunities for investors and asset manag - ers in Norway. Distribution to professional and non-professional investors ELTIFs have been marketed to professional inves - tors through passporting under the AIFMD since 2011. They can also be marketed to non-profession - al investors under specific conditions, including an internal suitability assessment, the involvement of a credit institution as a depository, equal treatment of all investors, investment advice by an authorised firm, a minimum subscription of EUR10,000, and a cap on investments at 10% of an investor’s financial portfolio. Investors also have a two-week cooling-off period. The changes in ELTIF 2.0 will, after its implementa - tion in Norway, simplify the rules for marketing to
non-professional investors while maintaining certain safeguards. Loan Origination Under AIFMD II AIFMD II introduces a number of changes to the cur - rent framework for AIFMs. Perhaps contrary to many other European jurisdictions (with more liberal lending and credit frameworks), the new framework for credit funds opens new opportunities for asset managers in the Norwegian market. The revised directive intro - duces a new concept of so-called “loan-originating AIFs” and encompasses the granting of a loan directly by an AIF as the original lender. Where the loan is granted by a third party or a special purpose vehicle (SPV) acting on behalf of the AIF or its AIFM, the AIF will still be considered as originating the loan if the AIF or its AIFM are involved in structuring the loan and pre-agreeing or defining its characteristics, prior to gaining exposure. New requirements will apply to AIFMs that manage loan-originating AIFs. Additionally, new rules will apply to AIFMs that manage any AIF that “originates a loan”, even if loan origination is not the AIF’s main activity. AIFMD II came into force on 15 April 2024, and mem - ber states are required to transpose the directive by 16 April 2026. FSAN is currently working on proposals to transpose AIFMD II into Norwegian law. However, there is still no certainty that Norway will meet this transposition deadline, and national authorities have not yet indicated when the amending directive will be implemented into Norwegian law. Pre-Marketing in Norway Overview The Cross-Border Distribution of Funds (CBDF) Direc - tive (EU 2019/1160) introduced a harmonised regula - tory framework. The directive has been effective in the EU since 1 August 2019, with a transitional deadline within the EU of two years. It was implemented on 9 August 2024 in Norway and came into force on 1 October 2024. The directive introduced a regulated pre-marketing regime in Norway, including permitting pre-marketing and providing standardised rules for marketing funds from other EU/EEA states. However, the revised Norwegian AIFM Act prohibits non-EEA managers and funds from conducting pre-marketing in Norway.
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