SWEDEN Law and Practice Contributed by: Björn Wendleby, Rico Benavides, Per Josephson and Stellan Koch, Harvest Advokatbyrå
2.3.5 Rules Concerning Pre-Marketing of Alternative Funds An AIFM may engage in preliminary marketing of EEA-based AIFs under certain conditions. This marketing must not enable investors to commit to acquiring fund shares, include subscription forms or provide final versions of key documents like fund rules or company by-laws. Draft docu - ments must clearly state that they are incomplete and not an offer to invest. The EU pre-marketing rules also apply to non-EEA managers. Managers must ensure that potential investors cannot acquire fund shares through preliminary marketing and must only use marketing meth - ods permitted in Sweden. All such activities must be documented, and the SFSA must be notified within two weeks, detailing the market - ing period, strategies and funds involved. Preliminary marketing can be delegated, but only to certain authorised entities such as investment firms, credit institutions or authorised AIFMs. Delegated parties must also comply with the requirements for documenting and notifying with respect to preliminary marketing activities. 2.3.6 Rules Concerning Marketing of Alternative Funds In Sweden, marketing is considered to encom - pass any activities designed to directly or indi - rectly offer or place units or shares in an invest - ment fund. Reverse solicitation is currently not regarded as marketing, but its scope is limited due to the pre-marketing regime. Marketing materials must be in line with the European Securities and Markets Authority (ESMA) guidelines on fair and not misleading content of marketing materials and shall also, in relation to Swedish special funds, be in line with the Guidelines for Marketing and Information by
Fund Management Companies of the Swedish Investment Fund Association ( Fondbolagens Förening ). There are restrictions on marketing to retail investors. AIFMs marketing AIFs to professional investors must take measures to prevent units and shares in the AIF from being marketed to retail investors. 2.3.7 Marketing of Alternative Funds Sweden-Based AIFMs Swedish AIFMs authorised under AIFMA can market AIFs to professional investors and AIFs that are special funds to retail investors. Other AIFs can also be offered to the public, but the AIF must have been admitted to trade on a regu - lated market, and a specific approval must have been granted by the SFSA. A Swedish AIFM authorised under AIFMA can also, after approval by the SFSA, market units to a retail investor who (i) undertakes to invest a minimum of EUR100,000, and (ii) in writing, in a separate document, confirms their awareness 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 – according to its investment policy – generally invest in issuers or unlisted companies to acquire control. EES-Based AIFMs An EES-based AIFM can market EEA AIFs to pro - fessional investors in Sweden under the AIFMD passport regime. The marketing of non-EEA AIFs towards professional investors requires authori - sation from the SFSA. Furthermore, marketing towards retail investors requires authorisation from the SFSA and can be granted if the fund is a special fund, a fund equivalent to a spe - cial fund or a fund listed on a regulated market.
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