Alternative investment fund manager (AIFM)

As a general rule, the management of alternative investment funds (AIFs) may only be carried out by alternative investment fund managers (AIFMs) authorised by the Financial Supervisory Authority of Norway (Finanstilsynet). AIFMs that manage portfolios of AIFs whose total assets under management fall below certain thresholds are instead required to be registered with Finanstilsynet and are subject to applicable reporting obligations.

Authorisation requirement for managers of alternative investment funds

The management of alternative investment funds may only be carried out by an authorised alternative investment fund manager (AIFM). Each alternative investment fund (AIF) must have a single AIFM responsible for ensuring that the fund is managed in compliance with the AIFM Act and the provisions implementing Directive 2011/61/EU (AIFMD).

The AIFM is responsible for both portfolio management and risk management.

An exemption from the authorisation requirement applies to managers whose total assets under management do not exceed certain thresholds. Such managers are subject to registration instead of authorisation requirements.

The authorisation thresholds are based on total assets under management of:

• EUR 500 million where the portfolio consists of AIFs that are not leveraged and do not grant investors redemption rights for a period of five years from the date of the initial investment in each fund; or
• EUR 100 million for other types of AIFs.

In order to manage or market AIFs in other EEA states under the notification (“passporting”) regimes set out in the AIFM Act and the AIFMD, the manager must be authorised. Authorisation is also required where AIFs are marketed to non‑professional investors.

Finanstilsynet has prepared a guidance for applicants seeking authorisation to manage alternative investment funds.

• Guidance for applying for authorisation as an AIFM (in Norwegian only) (PDF)

Definition of an alternative investment fund

An alternative investment fund is defined as a collective investment undertaking which raises capital from a number of investors, with a view to investing that capital in accordance with a defined investment policy for the benefit of those investors.

Undertakings for collective investment in transferable securities (UCITS) are not considered AIFs, as they are subject to the Securities Funds Act and Directive 2009/65/EC (UCITS Directive). AIFs may, in simplified terms, be described as collective investment structures that do not qualify as UCITS.

The AIF regulatory framework applies irrespective of the legal form of the fund. It covers, inter alia, private equity funds, hedge funds, real estate funds, active ownership funds and other collective investment undertakings that fall outside the UCITS regime. Whether a structure qualifies as an AIF must be assessed on the basis of its characteristics and activities, rather than its legal form.

In assessing whether an investment structure falls within the scope of the AIFM Act, Finanstilsynet applies a case‑by‑case assessment, taking into account ESMA’s Guidelines on key concepts of the AIFMD (ESMA/2013/611) and a directive‑compliant interpretation of the legislation. Certain exclusions from the scope of the AIFM Act follow from section 1‑3 of the Act.

Registered AIF managers

AIF managers (AIFMs) whose total assets under management do not exceed certain thresholds are subject to registration rather than authorisation requirements. Only a limited number of provisions of the AIFM Act apply to registered AIFMs, including rules on registration, reporting and Finanstilsynet’s supervisory powers.

Registered AIFMs are exempt from the organisational, operational and prudential requirements applicable to authorised AIFMs, including the requirement to appoint a depositary. However, registered managers do not benefit from the rights conferred by the AIFMD, in particular the right to manage or market AIFs on a cross‑border basis within the EEA.

• Registration requirement

National provisions governing the marketing requirements for AIFs (EU) 2019/1156

The page linked below contains information on the national laws, regulations and administrative provisions governing the marketing requirements referred to in Article 5(1) of Regulation (EU) 2019/1156 of the European Parliament and of the Council of 20 June 2019 on facilitating cross-border distribution of collective investment undertakings.

• National provisions governing the marketing requirements for AIFs (pdf)
• Summary of national provisions governing the marketing requirements for AIFs (pdf)

Marketing in Norway of AIFs established in Norway or another EEA state

AIF managers (AIFMs) authorised to manage alternative investment funds (AIFs) that intend to market AIFs to professional investors in Norway must submit a notification of marketing to the competent authorities of the AIFM’s home member state.

The rules governing the marketing of alternative investment funds under the AIFM Act implement EEA provisions corresponding to Directive 2011/61/EU (AIFMD), as amended by Directive (EU) 2019/1160 and Regulation (EU) 2019/1156.

• Information and forms for the marketing of AIFs in Norway

There are specific rules for the marketing of alternative investment funds to non-professional investors in Norway.

Marketing of alternative investment funds in other EEA states

Norwegian AIFMs authorised to manage AIFs that intend to market AIFs established in Norway or another EEA state to professional investors in an EEA state other than Norway must submit a notification to Finanstilsynet. Upon the termination of marketing a de-notification letter must be submitted to Finanstilsynet.

• Information and forms for the marketing of AIFs in EEA states other than Norway

Marketing in Norway where the AIF or the AIFM is established in a third country

An AIFM authorised in Norway or another EEA state that manages an AIF established outside the EEA may not use the AIFMD notification regime (“passport”) to market such funds in Norway. The same applies where the AIFM itself is established outside the EU/EEA and intends to market AIFs in Norway.

National rules allow such managers to apply to Finanstilsynet for authorisation to market AIFs in Norway to professional investors.

• Marketing applications and application forms

Cross‑border management and services

AIFMs authorised in Norway or another EEA state to manage AIFs may manage AIFs established in another EEA state under the AIFMD notification regime (“passport”). Such management may be carried out either on a cross‑border basis from the AIFM’s home memberstate or through the establishment of a branch.

• Cross-border activities

Management of EuVECA funds

The management of European venture capital funds (EuVECA funds) is governed by Regulation (EU) No 345/2013, as incorporated into Norwegian law through section 1a‑1 of the AIFM Act.

The Regulation allows registered AIFMs managing EuVECA funds to benefit from certain rights that are otherwise reserved for authorised AIFMs. Among other things, registered AIFMs may notify the cross‑border marketing of qualifying EuVECA funds under the notification (“passport”) regime.

In order to manage EuVECA funds, the Regulation imposes requirements on both the manager and the information to be provided to investors. Finanstilsynet may only register a manager of a EuVECA fund where the conditions laid down in the Regulation are fulfilled. Finanstilsynet has prepared a guidance on applying for authorisation to manage EuVECA funds.

• Guidance on applying for authorisation to manage EuVECA funds