SWEDEN Law and Practice Contributed by: Björn Wendleby, Rico Benavides, Per Josephson and Stellan Koch, Harvest Advokatbyrå
• any amendments or new arrangements for liquidity management; • the fund’s risk profile and the risk manage - ment systems used; • details of the main categories of assets in which the fund invests; and • the results of stress tests performed on the fund. Upon request by the SFSA, AIFMs must also provide: • a detailed list of the AIFs managed, updated at the end of each quarter; and • annual reports for each fund managed and marketed within the EEA. 2.2 Fund Investment 2.2.1 Types of Investors in Alternative Funds Alternative funds in Sweden attract capital from institutional investors such as pension schemes, insurance companies, taxable and tax-exempt pension funds and banks, and from private investors such as family offices and high net worth individuals. Institutional investors typically invest via managed accounts, often as single- or group-investor funds. 2.2.2 Legal Structures Used by Fund Managers An AIFM can be either internal or external. An internal AIFM administers the AIF itself as part of its legal structure (eg, a limited liability com - pany that constitutes the AIF). An external AIFM, on the other hand, is a separate entity from the AIFs it manages (eg, a Swedish limited liability company authorised to manage AIFs). 2.2.3 Restrictions on Investors There are restrictions on marketing to retail investors. AIFMs marketing AIFs to professional investors must implement measures to prevent
the marketing of units and shares in the AIF to retail investors. Sweden-Based AIFMs Swedish AIFMs authorised under AIFMA can market special funds to retail investors resident in Sweden. Other AIFs may also be offered to the public, but only if the AIF has been admitted to trade on a regulated market. A Swedish AIFM registered under AIFMA may also, with approval from the SFSA, market units to a retail investor who (i) commits to investing a minimum of EUR100,000, and (ii) provides writ - ten acknowledgment, in a separate document, of the risks associated with the investment. In that case, however, the investor must lack the right to redemption for at least five years from the first investment, and the fund must – accord - ing to its investment policy – generally invest in issuers or unlisted companies to acquire control. EES-Based and Non-EES-Based AIFMs The marketing of units or shares in AIFs to retail investors by EES-based and non-EES-based AIFMs requires authorisation from the SFSA. If a foreign AIF is considered equivalent to a spe - cial fund, it is possible to apply for authorisation to market the fund to the public, even if it is not admitted to trade on a regulated market. How - ever, in practice, the SFSA rarely approves such applications. 2.3 Regulatory Environment 2.3.1 Regulatory Regime AIFs are regulated by AIFMA, although AIFMA primarily addresses AIFMs. Further regulation of AIFs is stipulated under the SFSA’s regulations regarding AIFMs (FFFS 2013:10).
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