Non-EEA-based AIF managers

A foreign AIF manager who is based in a country outside the EEA is able to market units or shares in an alternative investment fund it manages to investors in Sweden that. Such marketing activity requires authorisation from FI.

Marketing to retail investors (non-professionals) is allowed for three type of funds.

  • Alternative investment funds comparable to a Swedish special fund (Chapter 5, section 11, of the Alternative Investment Fund Managers Act [2013:561]). A Swedish special fund is an AIF which is managed in accordance with the Alternative Investment Fund Managers Act and which complies with the rules is chapter 12 of the same act. They are subject to similar restrictions as UCITS-funds but are allowed to deviate to some extent from the UCITS-directives exposure and counterparty limitations, and are also allowed to hold certain commodity derivatives.
  • Alternative investment funds which units or shares are admitted for trading on a regulated market or the equivalent (Chapter 5, section 11, of the Alternative Investment Fund Managers Act).
  • Alternative investment funds with the sole purpose of acquiring control of listed or non-listed companies (riskkapitalfonder). These are however only possible to market to semi-professional investors.

More information about this process and the required content of an application is provided below.

Notification of a significant change (Chapter 5, section 13)

Pursuant to Chapter 5, section 13, third paragraph of the Alternative Investment Fund Managers Act, a non-EEA-based AIF manager that intends to make a significant change to a specification in a notification or an application for authorisation for marketing after the marketing has begun must notify Finansinspektionen of this change in writing no later than one month before the change is implemented. Finansinspektionen must be notified immediately about an unplanned change that has already been implemented.

Content of the notification

The notification must contain a business plan that has been updated regarding the change. If the fund rules, articles of association, or equivalent regulations for an alternative investment fund will be changed, the notification must also include these documents.

Fee

A fee of SEK 4,000 must be paid to FI.

Handling time

FI normally informs the AIF manager within 30 days from receipt of the notification and payment of the fee. If FI finds that the change is acceptable, a competent authority in the AIF manager's home state must be informed without undue delay about the change. If FI finds that the change is not acceptable, the authority must inform the AIF manager without undue delay.

Marketing of alternative investment funds to professional investors (Chapter 5, section 10)

A non-EEA-based AIF manager can apply for a license to market an alternative investment fund to professional investors in accordance with Chapter 5, section 10 of the Alternative Investment Fund Managers Act (2013:561).

Contents of the application

  • an account of how the AIF manager intends to fulfil the requirements set out in Chapter 10, sections 1 and 4–10, Chapter 11 and Chapter 13, sections 2–5 of the Alternative Investment Fund Managers Act,
  • a business plan with information about the fund that it will market and where it is established,
  • the fund rules, articles of association or equivalent regulations for the fund,
  • information about where the master fund is established, if the marketing refers to a feeder fund to an alternative investment fund,
  • a prospectus in accordance with Chapter 10, section 1 of the Alternative Investment Fund Managers Act,
  • the most recent annual report, and
  • information regarding the measures the AIF manager has adopted and implemented to prevent participations or shares in the alternative investment fund being marketed to retail investors.

Fee

A fee of SEK 15,000 must be paid to FI.

Processing time

FI normally makes a decision on the matter within 60 days provided that the application is complete and FI has received payment of the fee.

Marketing of alternative investment funds to retail investors (foreign equivalent to a special fund) (Chapter 5, section 11)

A non-EEA-based AIF manager can apply for a license to market an alternative investment fund to retail investors in accordance with Chapter 5, section 11 of the Alternative Investment Fund Managers Act (2013:561).

Contents of the application

  • an account of how the AIF manager intends to fulfil the requirements set out in Chapter 10, sections 1 and 4–10, Chapter 11 and Chapter 13, sections 2–5 of the Alternative Investment Fund Managers Act,
  • a business plan with information about the fund that it will market and where it is established,
  • the fund rules, articles of association or equivalent regulations for the fund,
  • information about where the master fund is established, if the marketing refers to a feeder fund to an alternative investment fund,
  • a prospectus in accordance with Chapter 10, section 1 of the Alternative Investment Fund Managers Act,
  • the most recent annual report,
  • a copy of the AIF manager's authorisation to conduct operations,
  • a certificate from a supervisory authority that the undertaking is under supervision in its home state and what this supervision entails,
  • information about the alternative investment fund's depository,
  • a key investor information document with Chapter 10, section 2 of the Alternative Investment Fund Managers Act,
  • information about the measures the AIF manager has taken in order to be able to redeem participations or shares and make payments to unit holders or shareholders in Sweden,
  • information about how the AIF manager shall submit the information it is obligated to provide, and
  • an account of how the AIF manager intends to fulfil the requirement that the fund apply the risk diversification principle.

Fee

A fee of SEK 90,000 must be paid to FI.

Processing time

FI normally makes a decision on the matter within 90 days provided that the application is complete and FI has received payment of the fee.

Marketing of alternative investment funds to retail investors (fund that is admitted to trading) (Chapter 5, section 11)

A non-EEA-based AIF manager can apply for a license to market an alternative investment fund to retail investors in accordance with Chapter 5, section 11 of the Alternative Investment Fund Managers Act (the fund's units or shares are admitted for trading on a regulated market or the equivalent).

Contents of the application

  • an account of how the AIF manager intends to fulfil the requirements set out in Chapter 10, sections 1 and 4–10, Chapter 11 and Chapter 13, sections 2–5 of the Alternative Investment Fund Managers Act,
  • a business plan with information about the fund that it will market and where it is established,
  • the fund rules, articles of association or equivalent regulations for the fund,
  • information about where the master fund is established, if the marketing refers to a feeder fund to an alternative investment fund,
  • a prospectus in accordance with Chapter 10, section 1 of the Alternative Investment Fund Managers Act,
  • the most recent annual report,
  • a key investor information document with Chapter 10, section 2 of the Alternative Investment Fund Managers Act,
  • information demonstrating that the fund's participations or shares are admitted to trading on a regulated market or an equivalent market outside the EEA.

Fee

A fee of SEK 90,000 must be paid to FI.

Processing time

FI normally makes a decision on the matter within 90 days provided that the application is complete and FI has received payment of the fee.

Marketing of alternative investment funds to semi professional investors (chapter 5 section 12)

A non-EEA-based AIF manager, after receiving authorisation from Finansinspektionen, may market participations or shares in an alternative investment fund (venture capital fund with the aim of acquiring control over listed or unlisted firms) that meets the requirements set out in Chapter 4, section 5, first paragraph of the Alternative Investment Fund Managers Act to professional investors and Sweden and such retail investors as set out in Article 6 of Regulation (EC) No. 345/2013 of the European Parliament and of the Council of 17 April 2013 on European venture capital funds and Chapter 4, section 5, second paragraph of the Alternative Investment Fund Managers Act. Authorisation may only be granted if the requirements set out in Chapter 5, section 10 of the Alternative Investment Fund Managers Act are met.

Contents of the application

  • an account of how the AIF manager intends to fulfil the requirements set out in Chapter 10, sections 1 and 4–10, Chapter 11 and Chapter 13, sections 2–5 of the Alternative Fund Managers Act,
  • a business plan with information about the fund that it will market and where it is established,
  • the fund rules, articles of association or equivalent regulations for the fund,
  • information about where the master fund is established, if the marketing refers to a feeder fund to an alternative investment fund,
  • a prospectus in accordance with Chapter 10, section 1 of the Alternative Investment Fund Managers Act,
  • the most recent annual report,
  • information regarding the measures the AIF manager has adopted and implemented to prevent participations or shares in the alternative investment fund from being marketed to other retail investors than those set out in Article 6 of Regulation (EC) No. 345/2013 of the European Parliament and of the Council of 17 April 2013 on European venture capital funds,
  • information on the investors' right to redemption, and
  • the fund's investment policy.

Fee

A fee of SEK 15,000 must be paid to FI.

Processing time

FI normally makes a decision on the matter within 60 days provided that the application is complete and FI has received payment of the fee.

About payment procedures

  • FI registers the application, which is assigned a reference number.
  • FI then sends an administrator letter, which specifies the reference number, the applicable fee and instructions for how to pay the fee.

Do not pay any fees until you have received the letter from your administrator and a reference number!

Last reviewed: 2021-09-01
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