Authorisation to market non-EEA and AIFs managed by non-EEA AIFMs in Norway to professional investors and marketing of foreign UCITS in Norway and authorisation to act as nominee.
Application forms to be used when applying for an authorisation to market non-EEA AIFs and AIFs managed by non-EEA AIFMs in Norway to professional investors
Finanstilsynet has prepared two separate forms that shall be used when submitting an application subsequent to either section 6-4 (AIFMD art. 36) or section 6-5 (AIFMD art. 42) of the Norwegian Act on the Management of Alternative Investment Funds ("NAMAIF").
Applications relating to AIFs established outside the EEA and managed by an AIFM established in the EEA shall conform to the requirements set out in NAIFMA section 6-4, while applications relating to AIFs managed by a non-EEA AIFM are regulated by NAIFMA section 6-5.
Please find the relevant form by following one of the following links:
Marketing of foreign UCITS in Norway
Foreign securities funds domiciled in a state party to the EEA Agreement and covered by the UCITS Directive (Council Directive 2009/65/EEC) may be marketed in Norway subject to notification to Finanstilsynet pursuant to Act of 25 November 2011 No. 44 on Securities Funds section 9-3.
"Marketing of units in securities funds" is regarded as inviting or soliciting the acquisition of rights in a securities fund. Only invitation or solicitation that is intended, or especially likely, to have effect in Norway is regarded as marketing.
There are no exceptions from rules or requirements governing arrangements made for marketing applicable for certain UCITS, certain share classes or certain categories of investors.
Requirements with regard to notification
UCITS established in another EEA state may be marketed in Norway once the supervisory authority in the UCITS's home state has given Finanstilsynet notification of marketing in accordance with the Securities Funds Act section 9-3. The notification shall include the version currently in effect of the following documents:
- Standard notification letter to be completed by the fund/management company (Annex I to Commission Regulation No 584/2010): Notfication letter (pdf)
- UCITS attestation issued by the home state's supervisory authority (Annex II to Commission Regulation No 584/2010)
- Articles of association
- Key Investor Information Document (KIID)
- Latest annual report and, if applicable, half-yearly report
The above documentation may be submitted in Norwegian, English, Swedish or Danish, with the exception of KIID, which shall be submitted in Norwegian. The KIID may be submitted in English provided that the fund has a minimum subscription amount corresponding to NOK 5 million, or if the fund will be marketed to institutional investors on an individual basis only and without use of advertising or the like. If the fund wishes to make use of this exemption, the part B of the notification letter shall include a statement that the fund meets the abovementioned conditions, and that the fund in the future will not be marketed towards private individuals and households.
Details of the notification procedure
The supervisory authority in the UCITS' home state shall, not later than 10 days after receipt of complete documentation, transmit this documentation to Finanstilsynet. Once it has transmitted the documentation to Finanstilsynet, the supervisory authority in the UCITS' home state shall immediately inform the UCITS of this fact. The UCITS may be marketed in Norway once it has been informed by the home state supervisory authority that transmission of the documentation has taken place.
Finanstilsynet will, not later than five days after receipt of the notification letter with documentation, confirm to the host state's supervisory authority that documentation in accordance with the Securities Funds Act section 9-3 has been received.
Format, maximum file size etc.
Finanstilsynet accepts electronic notifications with enclosures of up to 30 MB. We recommends that notifications be submitted in the following file formats:
- PDF document
- Microsoft Office documents
Zipped formats will be accepted.
No charges will be levied in connection with the notification procedure.
Sales in Norway of units of the UCITS must take place directly from the head office of the manager of the securities fund, through a representative office in Norway or through a management company holding a licence under the Securities Funds Act sections 2-1, 3-3 or 3-4, a credit institution entitled to engage in financing activity in Norway, an insurance company entitled to engage in insurance activity in Norway or an investment firm entitled to provide investment services in Norway.
The UCITS shall in accordance with the Securities Funds Act make such arrangements as are necessary for the purpose of making payments to the unit holders, redeeming units and providing such information as is required in the fund's home state as regards prospectuses, KIID, annual and interim reports and the making public of the value of units.
All marketing in Norway offering sales of units of the UCITS shall make reference to the availability of the prospectus and the KIID, and point out where these documents are available. The part B of the notification letter shall therefore include a statement that such information will be provided and included in all marketing material that will be offered to Norwegian investors.
The fund's articles of association, prospectus, KIID, annual report and half-yearly report shall be made available to Finanstilsynet on the management company's website in a format in common use. Finanstilsynet shall be notified of any changes made to the above documents and, at the same time, details of where the documents are electronically available. Finanstilsynet shall also be notified before any changes are made in the marketing of the funds or in the event of changes regarding the fund's share classes.
Where the marketing of a UCITS in Norway ceases, Finanstilsynet shall be notified. The notification letter shall be signed by an authorised signatory of the securities fund or a third person empowered to act on the fund's behalf. The notification shall contain confirmation that the unit holders' interests will be safeguarded.
Standard notification letters and notification letters regarding changes in marketing or unit classes or regarding cessation of marketing shall be sent electronically to email@example.com.
Authorisation to act as nominee
Nominees, meaning companies that are registered on behalf of the beneficial owner in Norwegian securities registers, registers of shareholders and unit holder registers, must be approved by Finanstilsynet ("nominee authorisation").
Finanstilsynet's registry contains information on the companies with nominee authorisation. However:
Information on foreign nominees is not, in contrast to what applies to Norwegian nominees, obtained from the Central Coordinating Register for Legal Entities in Brønnøysund. In these cases, the information in the registry will be based on information from the company itself. Companies with nominee authorisation must notify any change of significance for the authorisation to Finanstilsynet.
Finanstilsynet has issued a guidance for applicants for authorisation to act as a nominee, which also contains information on the Norwegian regulations for nominees, including their duties pursuant to Norwegian law.
A nominee authorisation does not itself result in the company being subject to supervision by Finanstilsynet. However, one of the conditions for a nominee authorisation is that the company is subject to satisfactory home country supervision. Enquiries related to the overall supervision of the company should therefore be directed to the relevant supervisory authority in the home country, while enquiries connected to the Norwegian regulations for nominees should be addressed to Finanstilsynet.