Law On The Management Of Alternative Investment Funds

Original Language Title: Lov om forvaltning av alternative investeringsfond

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Law on the management of alternative investment fund Date LAW-2014-06-20-28 Ministry the Ministry of finance Recently changed law-2016-06-17-29 from 01.07.2016 Published in 2014 booklet 8 entry into force 01.07.2014 Change Announced at 20.06.2014. 15.50 short title AIF Law Chapter overview: Chapter 1. Introductory provisions (§ § 1-1-1-6) Chapter 2. Stewards (§ § 2-1-2-8) Chapter 3. The Steward's business (§ § 3-1-3-10) Chapter 4. Information duties (§ § 4-1-4-6) Chapter 5. Custodian (§ § 5-1-5-4) Chapter 6. Marketing to professional investors (§ § 6-1-6-6) Chapter 7. Marketing of alternative investment funds that are not national funds to non-professional investors (§ § 7-1-7-5), Chapter 8. Cross-border management (§ § 8-1-8-4) Chapter 9. Supervision (§ § 9-1-9-5) Chapter 10. Supervision of foreign forvalteres business in Norway (sections 10-1-10-4) Chapter 11. Punishment (section 11-1) Chapter 12. The effective-and transition rules. Changes in other laws (§ § 12-1-12-2) cf. dir 2011/61/EU.

Chapter 1. Preliminary provisions section 1-1. Scope (1) the Act applies to the management of alternative investment funds and other operations that are run by Fund Manager under this Act.

(2) the King can fix closer to rules on the application of Svalbard and the continental shelf and can establish special rules under consideration for the on-site conditions.

(3) the Ministry may by regulation provide closer to rules on the application of the foreign enterprise business in Norway and Norwegian enterprise business abroad.

§ 1-2. Definitions in this law be understood with: a) alternative investment funds: Gadgets for collective investment that is not a UCITS, jf. mutual funds law § 1-2 the first paragraph Nr. 4, and that collect capital from a number of investors with a view to investing capital in accordance with a defined investment strategy for the benefit of investors b) Manager: companies that on the business management of the base driver alternative investment fund c) management: portfolio management and risk management for alternative investment fund d) score depending on consideration: proportion of the alternative investment fund's profits that accrue to the manager that the remuneration for the management , except the portion of profits that accrue to the Manager as a result of direct or indirect investment in the Fund s) financial gearing: increase of the exposure through the borrowing of money, securities, derivative positions or otherwise f) tilførings Fund: alternative investment funds that invest at least 85 percent of their assets in a different alternative investment fund, in several other alternative investment funds with the same investment strategies or otherwise has an exposure of at least 85 percent of their assets to such an alternative investment funds g) receiver Fund : alternative investment fund as a tilførings Fund has exposure to h) marketing: direct or indirect offer of purchase or the placement of shares in alternative investment fund on the Fund Manager's initiative or on behalf of the Manager in) near standing: 1. company where the person has or controls at least 20 percent of the voting rights or the company's capital, 2. company where he or she has such influence as mentioned in the companies act or public limited companies Act § 1-3 the second paragraph or Corporation Law § 1-2 second paragraph ,

3.
two or more natural or legal persons are permanently linked to the same person through the control as mentioned in Nr. 2 j) primary Broker: credit institution, investment firm or other regulated companies subject to supervision and that provides services to professional investors to finance or carry out transactions in financial instruments as counterpart, including settlement services, storage services and lending of financial instruments k) professional investor: professional customer as stated in the securities regulation section 10-2, or customer that are treated as professional after the securities regulation § § 10-4 and 10-5 l) non-professional investor : other investor than professional investor § 1-3. The exception from the scope of the law for certain undertakings (1) the law does not apply to pension companies, national central banks, savings schemes for workers, special undertakings for the securitization and public authorities which manages public social security and pension schemes.

(2) the law does not apply to supranational institutions such as the European Central Bank, the European investment bank, the European Investment Fund, European institutions for development funding and bilateral development banks, the World Bank and the international currency Fund.

(3) the law does not apply to firms that exclusively manages alternative investment fund where investors are only companies in the same group as the Manager, and none of the investors itself is an alternative investment fund.

(4) the Ministry may by regulation provide closer to rules on the application of the holding companies.

section 1-4. Exceptions from parts of the law for managers which manages alternative investment fund with total asset value under certain threshold values (1) For managers which manages alternative investment fund with total asset value corresponding to an amount in NOK which is lower than: a) 500 million euros when the portfolio is made up of alternative investment funds that are not subject to financial gearing, and which do not have redemption right for a period of five years from the day of the initial investment in each Fund , or b) 100 million euros, for other types of alternative investment funds than those mentioned in the letter a, only applies to Chapter 9, as well as the provisions of the paragraph here.

(2) Managers, as mentioned in the first paragraph shall be recorded in a register kept by the financial audit. At the registration shall inform the authority of the Manager Finance the alternative investment funds that are managed, including information about the funds ' investment strategies.

(3) Managers as mentioned in the first paragraph shall regularly inform the financial audit of investment strategies, main categories of instruments that are traded, and the largest engagements and concentrations for the alternative investment funds managed.

(4) the manager shall provide the Financial audit information about material changes in the information that is given in the second paragraph.

(5) a fund manager who no longer meet the criteria in the first paragraph, shall immediately give notice to the Financial Audit. The Manager to apply for a permit under section 2-2 within 30 days from the day the terms of the exception under subsection was no longer met.

(6) the exemption in the first paragraph does not apply to managers which manages other alternative investment funds than national funds to be marketed to non-professional customers.

(7) managers who are exempt from the requirements for a permit under subsection, may apply for a permit under section 2-2 to get the full rights and duties under this Act.

(8) the Ministry may by regulation provide closer to rules on the calculation of asset value, registration, reporting, information and application for permission.

section 1-5. The local Government Act Regulation (1) the Ministry may by regulation establish further rules on access to forvalteres to invest in securitized positions.

(2) the Ministry may by regulation establish further rules, including exceptions to the law here and the mutual funds Act, as well as additional requirements than that which follows from these laws, for managers which manages a particular alternative investment funds, including venture capital funds and social entrepreneur Fund requirements.

section 1-6. Processing of personal data in relation to the authorization schemes for employees Business Organization or affiliated legal entity that provides training to and authorizes individuals who are employed by a Fund Manager for an alternative investment fund with permission under section 2-2, or that is registreringspliktig under section 1-4, can treat such information as mentioned in the personal data Act § 2 No. 8 letter b as part of the assessment of whether an employee is to be given authorization, deprived of the authorization or be given warning.

Chapter 2. The stewards section 2-1. Designation of the Fund Manager (1) Alternative Investment Fund to be managed by an external fund manager designated by the Fund or on behalf of the Fund, or is managed internally.

(2) the Ministry may by regulation provide further rules on the designation of the Fund Manager.

section 2-2. Permission to the management of alternative investment funds, and other services (1) management of alternative investment funds can only be operated after the permission of the Financial supervision. Permission shall only be given if the Finance Authority will find it at issue that the Manager will meet the requirements of the law. The permit should include both the portfolio management and risk management.

(2) an external Fund Manager may in addition to the business as stated in the first paragraph third period to perform the functions the Administration and marketing of the Fund that it manages, as well as services related to the funds ' assets. An external fund manager who have permission under mutual funds Act § 2-1, as well as drive the management of mutual funds.

(3) Financial Audit can provide remote permission to provide these manages the active management of investors ' portfolio of instruments on an individual basis and after the investor's power of attorney.

(4) External Fund Manager that has been given permission by the third paragraph, may also be given the permission of the Financial supervision to provide the following additional services: a) the receipt and dissemination of orders on behalf of the customer in connection with one or more financial instruments, b) investment advice, c) storage and management of fund shares.

(5) an external fund manager can not drive other business than that as stated in the first to fourth paragraph. Internally managed alternative investment fund can not drive other business than what is mentioned in the first paragraph, third sentence of the second paragraph and the first sentence of the relevant Fund.


(6) a fund manager who has permission after the third and fourth paragraphs, shall be a member of the mutual enterprises ' guarantee fund as to these services.

(7) the Ministry may by regulation provide closer to rules on access to forvalteres to provide services and carry out functions for the first to the sixth paragraph, including stipulate that securities trading act with regulations to apply to business as mentioned in the third and fourth paragraph.

§ 2-3. Permit application (1) an application for permission to manage alternative investment fund should contain information that shows that the statutory requirements of the stewards are met, including information about the tax arrangements, information about the people who actually perform the Manager's tasks, information about shareholders who have significant holdings and the sizes of these assets, and information about the utkontraktering, if any.

(2) the application shall contain the operational plan with the description of the Fund Manager's organization.

(3) the application shall contain information about the alternative investment funds that should be managed, including the information referred to in section 4-2. A copy of the agreement with the custodian to be attached to the application.

(4) a fund manager that the application has permission on the time that management company after mutual funds law § 2-1, need not to provide information that is presented in connection with the application for permission under mutual funds Act, provided that the information is still correct.

(5) the Ministry may by regulation provide closer to rules on the requirements for and processing of the application.

§ 2-4. Criteria for permission (1) permission to the external fund manager can only be given to the limited company or public limited company with registered office and head office in Norway.

(2) Board members and leading employees to fulfill the requirements of record and experience as mentioned in section 2-5 the first paragraph.

(3) the manager shall meet the capital requirements in § § 2-6 and 2-7.

(4) application for a permit shall be refused if an owner with a significant stake in the company is not considered suitable to ensure a good and sensible management of the company. As significant stake is considered direct or indirect ownership interest representing at least ten per cent of the capital or the votes in the Manager, or in any other way makes it possible to exercise a significant influence over the management of the company.

(5) Financial Audit can set the terms of the permit, including the fix the scope of restrictions in the Fund Manager's permission.

(6) the Ministry may by regulation provide closer on terms of rules permit.

section 2-5. The company's management (1) members of the Board, General Manager, and others who actually participates in the management of the Manager, should have relevant qualifications and professional experience, Honorable record and by the way do not have expelled that gives undue behaviour reason to assume that the position or the task will not be able to be safeguarded in a proper way, also seen going to the investment strategies used by the alternative investment funds that should be managed. The actual management of the Manager to forestås of at least two people.

(2) the manager shall disclose the financial audit of the change of leaders as mentioned in the first paragraph, including provide information that is relevant to assess whether individuals meet the criteria in the first paragraph.

§ 2-6. Start-up capital (1) an external investment manager shall have an initial capital in u.s. dollars as at least equal to 125 000 euros. Internally managed alternative investment fund will have an initial capital in u.s. dollars as at least equal to 300 000 euro. That start-up capital is considered responsible capital as mentioned in regulation 1. June 1990 No. 435 on calculation of primary capital for financial institutions, clearing houses and investment firms § 3 No. 1, 2, 3, 5, 9 and 12.

(2) the Ministry may by regulation provide closer to rules on requirements for start-up capital, including quiet demands for higher capital.

section 2-7. Liable capital (1) a fund manager shall have a responsible capital that make up an amount in NOK that: a) at least corresponding to the sum of the claim to start capital as mentioned in section 2-6 the first paragraph and an amount corresponding to 0.02% of the Manager's administrative capital out over 250 million euros, limited to an amount in Norwegian kroner equivalent to 10 million euro , and b) so that the person responsible at any time capital should correspond to at least one-fourth of the company's fixed costs in the preceding year.

(2) until the half of the claim to responsible under subsection capital letter a that exceed the initial capital requirement can be met by the guarantee from the bank or insurance company.

(3) the manager shall have the equity or liability insurance to cover possible liability in connection with the business.

(4) should be placed in primary capital liquid assets or assets that can quickly be converted to cash and not in speculative positions.

(5) For the managers who also has permission to manage UCITS after mutual funds law § 2-1, does not apply the rules on the initial capital in section 2-6 and the rules on responsible capital in the first and second paragraph.

(6) the Ministry may by regulation provide closer to rules on capital requirements, including quiet demands for higher capital.

section 2-8. The notification obligation and changes in the conditions for permission (1) the manager shall inform the financial supervision before it is implemented significant changes in the assumptions that lay the basis for the permission.

(2) the Manager may implement changes after the first paragraph with less Financial authority within one month after receiving the information has opposed the changes or set out criteria for changes. The financial authority may extend the time limit in the first sentence by up to one month if the particular circumstances of the case make it necessary. The financial authority to notify the manager about the deadline extension.

(3) If an external fund manager can not ensure that an alternative investment fund or someone acting on the Fund's behalf, comply with the Act's requirements, the manager shall immediately inform the Financial Audit and if necessary the supervisory authority for the Fund.

Chapter 3. The Steward's business section 3-1. The Organization of the business (1) the manager shall adapt its business so that the company has: a) have sufficient and appropriate resources for proper management of alternative investment funds, b) good administrative and accounting procedures, control and security arrangements and rules for employee's personal transactions, c) good internal control methods, including procedures that ensures that all transactions for funds under management can be reconstructed and documented with respect to origin , parties involved, art, time and place of execution, as well as that it can be documented that the funds ' assets are managed in accordance with the Fund regulations and the current rules.

(2) the Board of Directors and General Manager to draw up internal guidelines to ensure that the requirements of the first paragraph are taken care of.

(3) the Ministry may by regulation provide closer to rules on the requirements for the Organization of the business.

section 3-2. Good business (1) the manager shall exercise his or her business activities in accordance with good business practices.

(2) the manager shall ensure that investor and fund interests and the market's integrity be safeguarded in the best way by: a) perform neat and correct in the conduct of their business, b) expel the necessary skills, care and interest in her performance, c) have and effectively use the resources and procedures that are necessary to be able to exercise the business in a good way , d) provide for the orderly and correct treatment of shareholders.

(3) any interest in an alternative investment fund gives equal right in the Fund, unless otherwise provided for in the articles of Association, Foundation documents or other available Fund documentation.

(4) a fund manager who has permission to provide the service active management under section 2-2 third paragraph, cannot place the customer's funds in alternative investment fund that it manages, unless the customer has given prior written consent.

(5) employees, elected officials and people with controlling interest in the Manager has sworn to secrecy about what they in their business know about someone else's relationship, unless otherwise provided in the Act or regulations. Confidentiality also includes anyone who carries out missions for the Manager.

(6) the Ministry may by regulation provide closer to rules on business conduct requirements.

section 3-3. Conflicts of interest (1) the manager shall seek to avoid any conflicts of interest in relation to the business. The manager shall take all reasonable steps to identify, manage, and monitor conflicts of interest that arise in connection with the management of alternative investment funds. This includes conflicts of interest between the investment manager, including employees and elected officials, alternative investment funds under management, the funds ' investors, the Fund Manager's other customers, UCITS under management, cf. mutual funds law § 1-2 the first paragraph Nr. 4, and shareholders in such UCITS.

(2) the manager shall have the organizational distinctions between areas that could lead to systematic conflicts of interest.

(3) if the measures mentioned in the first and the second paragraph is not sufficient to ensure investors ' interests in a reassuring way, should the Manager inform investors about potential conflicts of interest. The Manager may not conduct business for investors ' expense before the investor has received such information.

(4) the Ministry may by regulation provide further rules on conflicts of interest.

section 3-4. The primary broker (1) the manager shall exercise due care in the selection of the primary broker. Agreement on the use of the primary broker shall be in writing, and shall be informed of the recipient depot the agreement. Access to the use of the assets that belong to the alternative investment fund, should be disclosed in the agreement and be consistent with the Fund's articles of Association and Foundation documents.

(2) the Ministry may by regulation provide closer to rules on use of the primary broker.


§ 3-5. Utkontraktering (1) the Manager may provide another undertaking in the mission to conduct the performance of parts of the business, unless this happens to an extent or in a manner that is not considered as proper, or that allow supervision of the outsourced business or the company's overall business is made much more difficult. The manager shall notify the Financial supervision before agreement on the utkontraktering of tasks that include the services mentioned in section 2-2 the first paragraph and the second paragraph first sentence, be implemented.

(2) Utkontraktering of portfolio management or risk management to the custodian or depot ship contractors, are not allowed.

(3) the contractor can only utkontraktere further if the Manager has agreed to this and the requirements of this provision are fulfilled, including that it be given the message to the financial authority of utkontraktering after the first paragraph.

(4) Utkontraktering of the business does not affect Manager's duties and responsibilities towards the Fund, shareholders, Government and others.

(5) the Ministry may by regulation establish further rules on utkontraktering and the use of contractors.

§ 3-6. Diem schemes (1) the manager shall establish and practice a tax scheme that helps to promote good governance and control of the company's risk, and that does not encourage to take for high risk. Imputation system should include leading employees, employees with work tasks of importance to risk exposure to the Manager or fund under management, employees with control tasks and other employees with similar remuneration that senior employees. Imputation system should be adapted to the nature, scope and complexity.

(2) the Ministry may by regulation provide further rules on tax schemes.

§ 3-7. Risk management (1) the manager shall have a risk management function that is separate from the Fund Manager's operational business.

(2) the manager shall have the systems for risk management as an ongoing basis identify, measure, manage and monitor all risks that are relevant to the investment strategy of each of the alternative investment funds that are managed, and that the funds may be exposed to. Including to the Manager to assess the procedures have investments on behalf of the funds in accordance with the investment strategies, objectives and risk profile. The Manager should ensure that the risk profile of each fund under management are in accordance with the Fund's size, portfolio structure, investment strategy and investment goals as set out in the Fund's articles of association or other memorandum, prospect and quotation documents, including by the use of stress tests.

(3) the manager shall evaluate the risk management systems on a regular basis and at least once a year.

(4) the Ministry may by regulation provide further rules on risk management.

section 3-8. Financial gearing (1) For the alternative investment fund that can make use of financial gearing, should the Manager determine the limits for the permitted maximum financial leverage and access to the reuse of assets held as collateral or security for agreements on financial gearing. The Manager should in that regard inter alia take into account fund type, the Fund's investment strategy, the source of financial gearing, links with other financial service providers that could lead to systemic risk, the need to limit the exposure to a single counterparty, the extent to which the financial leverage is secured, the relationship between the assets and liabilities and the company's impact on the relevant markets.

(2) the Manager should be able to substantiate that the limits of financial gearing for each Fund is justifiable, and that they are observed at all times. Financial audit to assess the risks that the use of financial gearing may cause. If it is considered necessary to ensure financial stability and confidence in the financial system, the financial authority for the management of limitations stipulate the funds, including limits on maximum financial leverage.

(3) the Ministry may by regulation provide closer to rules on financial gearing.

§ 3-9. Liquidity management (1) the manager shall have an appropriate system for the liquidity management for each alternative investment fund that managed. The Manager should also have guidelines to monitor the liquidity risk of the Fund and to ensure that the liquidity profile of the Fund's investments is consistent with the Fund's obligations. The Manager should regularly, both in normal and extraordinary situations, make stress tests which makes it possible for the Manager to review and to monitor the funds ' liquidity risk. The manager shall ensure that the investment strategy, the liquidity profile and redemption the access for each fund that is managed, match up.

(2) the requirements of the first paragraph does not apply to closed funds that cannot make use of financial leverage.

(3) the Ministry may by regulation provide closer to rules on liquidity management.

section 3-10. Valuation (1) the manager shall have the guidelines for the proper and independent valuation of assets the corresponding funds under management.

(2) the manager shall calculate the value of the Fund's assets and the net asset value per share on a regular basis and at least once a year. For open funds should be undertaken more frequently if such calculation the assets of the Fund or the Fund's rules about drawing or redemption of shares requires. For closed funds should also be made by calculation, increase or reduction of the capital of the Fund.

(3) the manager shall inform shareholders about the valuation and calculation of asset value per share in the manner set out in the Fund's articles of association or other Foundation documents.

(4) the Ministry may by regulation provide further rules on valuation.

Chapter 4. Information duties section 4-1. Annual report (1) the manager shall for each alternative investment fund that is managed or marketed in the European economic area, draw up an annual report in accordance with the rules of the Fund's home State. The annual report to be submitted to the financial supervision and supervisory authorities in the Fund's home State and on request free of charge be made available to investors. The annual report shall be made public within six months from the fiscal year-end, and within four months after the fiscal year-end for mutual funds comprised of the securities trading Act section 5-5.

(2) the annual report should include: a) the annual report and accounts, b) significant changes in the conditions as mentioned in section 4-2, c) the sum of the fixed and variable remuneration is paid to the Fund Manager's employees, including score depending on consideration, d) the sum of the remuneration of the Fund Manager's leading employees respectively, and employees with work tasks of significant importance for the funds ' risk profile.

(3) a Fund Manager which manages funds that have achieved control as mentioned in section 4-4 first paragraph, LITRA b, shall ensure that the following information is available in the Fund's or of the target company annual report: a) a description of the target company's business in the fiscal year, b) a description of the target company's likely future development, c) indication of significant events after the end of the fiscal year, d) piece of information about the target company's acquisition of its own shares.

(4) the annual report after the first paragraph should be revised by registered or chartered accountant or approved the audit company, jf. accountant law.

(5) the Ministry may by regulation provide further rules on the annual report, including whether a duty to inform the investors with more.

§ 4-2. Information duty before investment (1) a fund manager shall before an investment give potential investors the following information about the alternative investment fund that the Manager manages or marketing in the EEA: a) the Fund's articles of Association and other Foundation documents, purpose and investment strategy, the assets the Fund can invest in, investment methods, risk profile, constraints in the access to invest, information about the use of financial leverage, b) a description of the procedure for change of investment strategy , c) if the Fund is a tilførings Fund, and if so, how the recipient Fund is established, as well as information about how the underlying funds are established if the Fund is a Fund-of-funds, d) the most important legal consequences of investing in the Fund, including information about the venue, legal options and whether there are treaties that allows for the recognition and enforcement of court decisions in the Fund's home State, e) the identity of the Manager , custodian, Auditor, and other service providers and a description of their obligations and investors ' rights, f) Manager's liability insurance or equity pursuant to section 2-7, third paragraph, g) a description of any utkontraktering of portfolio management, risk management, functions as mentioned in section 2-2 second paragraph first sentence, custodian functions as mentioned in Chapter 5, the identity of oppdragstakerne and any conflicts of interest as a result of utkontrakteringen, h) procedures for valuation under section 3-10 with the related regulations , in for the liquidity management) procedures pursuant to section 3-9, j) direct and indirect costs charged to the investors, stating the maximum amount, k) the principles of equal treatment of investors, and description of any exceptions, including the types of investors covered by the exceptions, and their eventual legal or financial links to the Fund or the Manager, l) last annual report, m) the criteria and procedure for drawing, depositing and selling of shares , as well as any applicable redemption agreements with investors, n) net asset value per share or latest market price per share pursuant to section 3-10, o) historical returns, p) the identity of and a description of any deals with the primary mediator and a description of how conflicts of interest in that regard are handled, q) how and when the information as mentioned in section 4-3 is given.

(2) the manager shall inform investors about material changes in the conditions as mentioned in the first paragraph.


(3) the manager shall before an investment inform about any disclaimers from the custodian after regulations given in pursuance of § 5-4, and without undue delay inform investors about changes of importance for depot recipient's responsibility.

(4) For an alternative investment funds that have the prospect duty after the securities trading Act Chapter 7, the Manager can limit the information provided after the first paragraph, to information that is not included in the prospectus. The information can be made public separately or be given as well to the prospect.

(5) the Ministry may by regulation provide closer to rules about the information obligation.

section 4-3. Periodic information duty (1) the manager shall regularly give investors the following information about the alternative investment fund managed or marketed in the EEA: a) the percentage share of the Fund's assets that are the subject of specific arrangements because they are illiquid, b) changes in the systems for the liquidity management, c) the Fund's risk profile and the use of systems for risk management.

(2) For the Fund that can use financial leverage to the Manager as well as give investors information about the modification of the boundaries of financial gearing, straight to the reuse of security stillelser or warranties after agreements on financial gearing and the overall financial leverage that is used by the Fund.

(3) the Ministry may by regulation provide closer to rules on periodic informational duty.

§ 4-4. Information duty by the achievement of control in unlisted companies and issuers (1) the manager shall give notice to the Financial Audit, the target company and the target company's shareholders if an alternative investment fund that the Manager manages alone or in cooperation with other alternative investment funds, achieving control in: a) a company with securities trading on the busy for regulated market, or b) a company with security that is not busy to trading on the regulated market with the exception of company that has fewer than 250 employees and have either turnover not exceeding an amount in NOK the equivalent of 50 million euros, or a balance sheet that does not exceed an amount in u.s. dollars equivalent to 43 million euros, and with the exception of the company that has the sole purpose to own, acquire or manage real estate.

With the control in the company as mentioned in the letter a is meant as specified in the interest of the securities trading Act section 6-1. With the control in the company as mentioned in the letter b means the direct or indirect interest of more than 50 percent of the votes in the company.

(2) message under subsection should specify the Manager, Manager's measures to avoid conflicts of interest and action to deal with conflicts of interest, as well as external and internal communication strategy. If the message is about company as mentioned in the first paragraph, LITRA b, should the message be given within ten working days after the achievement of control and in addition set the vote distribution in the company, the time and conditions for the achievement of the control, including the specification of the owners and persons involved has the right to exercise the right to vote on their behalf.

(3) by the achievement of the control in the company as mentioned in the first paragraph, LITRA b should the Manager inform target company and the target company shareholders on strategic plans for the target company and any consequences for the employees. The Manager will ask the Board of Directors of the target company to inform the staff.

(4) the Ministry may by regulation establish further rules on the deal limits for alternative investment funds under management, which achieves control in unlisted companies and issuers.

§ 4-5. Notification of the acquisition of the larger holdings in unlisted companies If an alternative investment fund's share of the vote in a company that provided for in section 4-4 first paragraph, LITRA b reaches up to, exceeds or falls below 10 percent, 20 percent, 30 percent, 50 percent or 75 percent of the votes in the company, will be the Fund's Manager as soon as possible and at the latest within ten working days notify the Financial Audit.

section 4-6. Periodic reporting obligation (1) the manager shall regularly report to the Financial Audit of the main markets and instruments the Manager is all in on behalf of the alternative investment funds.

(2) the manager shall for each fund that is established in the EUROPEAN ECONOMIC AREA that is managed, and for each fund that is marketed in the EUROPEAN ECONOMIC AREA, provide the following information to the Financial supervision: a) the information specified in § 4-3 first paragraph, b) information about the main types of assets that the Fund has invested in, c) the result of the stress tests that are conducted pursuant to section 3-7 the second paragraph and section 3-9 the first paragraph.

(3) the Ministry may by regulation provide closer to rules on periodic reporting, including fix special rules for reporting on the Fund that using financial leverage.

Chapter 5. Custodian § 5-1. The obligation to have a custodian, the custodian shall ensure that the appointed a custodian for each alternative investment fund. The agreement with the recipient shall be in writing depot.

section 5-2. Requirements to the depot the recipient (1) Depot to be the recipient: a) the credit institution established in an EEA State, b) investment firms established in an EEA State, with permission to provide the associated service as mentioned in the securities trading Act section 2-1 the second paragraph Nr. 1 and having a responsible capital as at least make up an amount in NOK 730 000 euro corresponding, or c) for alternative investment fund established in another EEA State, other categories of undertakings that may be appointed as custodian for the UCITS in the alternative investment fund's home State.

(2) the Manager may not be appointed as custodian.

(3) a primary broker that athlete business as counterpart to an alternative investment fund, may not be the custodian for the Fund, unless the function as custodian performed on independent basis.

(4) For funds established in an EEA State to be established in the recipient depot the Fund's home State. For funds established outside the EEA can be established in the recipient depot the Fund's home State or in the Fund Manager's home State.

(5) the Ministry may by regulation provide access to appoint other companies than those mentioned in the first paragraph as custodian, as well as providing access to designate the custodian that are established outside the EEA.

section 5-3. The custodian's tasks (1) Depot will be performing the recipient honest, fair, professional, independent and in the alternative investment fund and its investors ' interest.

(2) to verify the recipient Depot the alternative investment fund's cash flows, that payments from investors in connection with drawings of shares or stocks has been received, and that all the liquid assets are posted to the accounts that are opened in the Fund's name or in the Manager's or the custodian's name on behalf of the Fund. Accounts should be created in the Central Bank, credit institution with permission according to Directive 2006/48/EC, or equivalent entity in the State outside the EEA subject to regulation and supervision for the protection of customer funds.

(3) financial instruments which can be registered on a securities account, and financial instruments such as physical may be provided, should be kept of the depot the recipient. For other assets to the recipient on the basis of the depot information from the Fund, the Manager or other external sources control and lead updated list of the alternative investment fund is the owner of the assets.

(4) Fondsaktiva should be kept separate from the custodian's assets and shall at any time be able to be identified as belonging to the Fund. Such assets shall not be reused by the recipient depot without there being prior consent from the Fund or the Manager.

(5) the function which should be executed custodian regardless of the tasks that could lead to conflicts of interest between the alternative investment fund, its investors, the Manager and the depot the recipient. Potential conflicts of interest should be sufficiently identified, handled and monitored and referred to the Fund's investors.

(6) the Ministry may by regulation provide closer to rules on the custodian's tasks and the custodian's access to utkontraktere tasks.

§ 5-4. Responsibility (1) is liable to the recipient Depot the alternative investment fund and its investors for the loss of financial instruments that are contained under section 5-3, third paragraph, the first sentence of the depot the recipient or the custodian's contractor, unless the loss is due to circumstances beyond the custodian's control that depot recipient does not reasonably could is expected to avoid or overcome the consequences of.

(2) at the loss as mentioned in the first paragraph to depot the recipient without undue delay the transfer of a financial instrument of the same type, or the value of the instrument to the alternative investment fund, if applicable, to the custodian on behalf of the Fund.

(3) is liable to the recipient Depot the alternative investment fund and its investors for any other loss these had to suffer as a result of negligent or intentional recipient depot have defaulted on their obligations under the law.

(4) the Ministry may by regulation provide closer to rules on the custodian's responsibility and the custodian's access to deny responsibility.

Chapter 6. Marketing to professional investors section 6-1. Marketing in Norway of the alternative investment fund established in the EUROPEAN ECONOMIC AREA (1) a Fund Manager with permission under section 2-2 to give notification to the Financial supervision before the Manager starts marketing of alternative investment funds under management that is established in Norway or any other EEA State to professional investors in Norway. The message should contain the following information: a) the enterprise plan which identifies the Fund and specify in which State Fund is established, b) information about the Fund that is available for the Fund's investors, including the information as specified in section 4-2, c) indication of any measures to prevent that the Fund is marketed to non-professional investors, also where the marketing is done through a Distributor.


(2) the financial supervision shall, within 20 working days after the complete message is received, notify the manager about whether the Fund can be marketed in Norway. Marketing can only be denied if the management of the Fund or the Fund Manager's business by the way is not or will be in accordance with the law. The Manager can start marketing of the Fund from the date it receives notification that the Fund can be marketed in Norway. If the Fund is established in another EEA State, the Financial supervision authority also inform the supervisor in the Fund's home state that the Fund can be marketed in Norway.

(3) to inform the Finance Manager written authority about material changes in the information as mentioned in the first paragraph. The information shall be given at least one month before implementation of the change, or immediately after an unscheduled change has taken place. If the change will result in that Fund Manager's business or management of the Fund will not be in accordance with the law, to Finance the authority without undue delay inform the manager that the change does not need to be taken. If the change still be carried out, to Finance the authority take appropriate action as mentioned in section 9-3, including, if necessary, prohibit the marketing of the Fund.

(4) if the Fund that will be marketed, is a tilførings Fund, must also fund the Fund's receiver and receiver manages to be established in an EEA Member State.

§ 6-2. Marketing in other EEA States of the alternative investment fund established in the EUROPEAN ECONOMIC AREA (1) a Fund Manager with permission under section 2-2 to give notification to the Financial supervision before the Manager starts marketing of alternative investment funds under management that is established in Norway or any other EEA State to professional investors in another EEA Member State than Norway. The message should be in English and contain the information referred to in section 6-1 the first paragraph. In addition to the message contain a specification of the EEA State Fund will be marketed in and information on how the Fund should be marketed.

(2) the financial supervision shall, within 20 working days after the complete message has been received, forward the message to the supervisory authorities of the States in which the Fund should be marketed. Financial audit should include a confirmation that the Manager has permission to manage the Fund with the Fund's investment strategy. The message should only be forwarded if the Fund Manager's business and management of the Fund is in accordance with the law. The financial authority to notify the manager about that message is forwarded. The Manager can start the marketing of the Fund when such notification is received. If the Fund is established in another EEA State, should also Fund's home State during the directed about the marketing permission.

(3) section 6-1, third paragraph, first, other and fourth periods, and fourth paragraph applies accordingly. If the Fund Manager's business or management of the Fund after the change is in accordance with the law, to Finance the authority without undue delay inform the Fund Manager's host State. If the change will result in that Fund Manager's business or management of the Fund will not be in accordance with the national legislation implementing the European Parliament and the Council's directive 2011/61/EU, to Finance the authority without undue delay inform the manager that the change does not need to be taken.

section 6-3. Marketing in Norway of the alternative investment fund established in the EUROPEAN ECONOMIC AREA that is managed by Fund Manager established in another EEA Member State (1) a Fund Manager established in another EEA State can promote alternative investment funds that are established in the EEA, and that the Manager manages to professional investors in Norway from the time the supervisory authorities of the Steward's home State has informed the manager that the message about marketing is sent to the financial audit.

(2) section 6-1 fourth paragraph applies accordingly.

section 6-4. Marketing in Norway of alternative investment funds established outside the EEA with the Manager established in the EEA (1) a Fund Manager with permission in Norway or another EEA State and which manages alternative investment funds that are established outside the EEA, or alternative investment fund established in an EEA State that is tilførings Fund to such a Fund, can promote the Fund in Norway to professional investors after permission from the financial audit. Such permission may be granted if: a) the manager complies with the provisions of and in pursuance of this Act, with the exception of the rules on the custodian in Chapter 5, but so that the Manager must provide evidence that a different undertaking than the Manager even perform custodian tasks as mentioned in section 5-3 other, third and fourth paragraphs and regulations given under the legal authority of section 5-3, b) the Manager does what is needed here in the Kingdom to be able to make payments to investors , redeem shares and provide the information that the Manager should develop according to the rules of the home State, c) it is established satisfactory cooperation on supervision between the supervisory authorities in the Fund's home State and Norway, d) the alternative investment fund's home State are not listed by the Financial Action Task Force on Money Laundering (FATF) as non-cooperative countries.

(2) Financial Audit can set the terms of permission under subsection to ensure the protection of investors in Norway, including the terms of the obligation to provide information to investors and regulators, and about how the sale of shares in Norway is going to happen.

section 6-5. Marketing in Norway of the alternative investment fund with the Fund Manager established outside the European economic (1) a Fund Manager established outside the EEA which manages alternative investment fund, can promote the alternative investment fund in Norway to professional investors after permission from the financial audit. Such permission may be granted if: a) Fund and the management of the Fund is subject to the reassuring supervision in home State and meets the requirements for running the business in the home State, b) Manager comply with the rules in Chapter 4 and provisions provided in pursuance of these, c) it is established satisfactory cooperation on supervision between the supervisory authorities in the Fund's home State, the Steward's home State and Norway, d) requirements as mentioned in section 6-4 first paragraph, LITRA b and d are met.

(2) section 6-4 second paragraph applies accordingly.

section 6-6. Regulatory authority the Ministry may by regulation provide further rules on the marketing of alternative investment funds.

Chapter 7. Marketing of alternative investment funds that are not national funds to non-professional investors section 7-1. Marketing of alternative investment funds that are not national funds to non-professional investors (1) a Fund Manager with permission in Norway or any other EEA State can promote alternative investment funds that are not national funds, cf. mutual funds law § 1-2 the first paragraph Nr. 5, which the Manager manages to non-professional investors in Norway after the permission of the Financial supervision. Application for a permit shall contain the following information: a) the information referred to in section 6-1 first paragraph, LITRA a and b, b) key information under section 7-2 and the associated regulations, c) confirmation that the Fund can be marketed to non-professional investors in the home State, d) an account of how marketing and sales will be implemented, including measures to ensure that marketing to non-professionals should be made in accordance with the requirements of good business in section 7-3.

(2) if the alternative investment fund is established outside the EEA, or the alternative investment fund is tilførings Fund to such a Fund, the requirements as mentioned in section 6-4 the first paragraph be met.

(3) the Manager may start marketing of the Fund to non-professional investors in Norway from the date the Manager receives notification that the Fund can be marketed in Norway.

(4) section 6-1 third and fourth paragraph applies accordingly.

(5) Financial Audit can set the terms of permission under subsection to ensure the protection of investors in Norway, including the terms of the obligation to provide information to investors and regulators, and about how the sale of shares in Norway is going to happen.

(6) Financial Audit may in particular cases prohibit manages to promote an alternative investment fund to non-professional investors. The Ministry may by regulation provide closer to rules prohibiting the marketing of non-professional investors.

(7) the Ministry may by regulation provide rules on complaint processing, including that manages to be affiliated with the utenrettslig dispute resolution scheme approved pursuant to law.

(8) the Ministry may by regulation provide further rules on the marketing of alternative investment fund to non-professional investors in Norway, including exemptions from provisions of the fix the law here.

section 7-2. Key information (1) Manages to work out key information for each alternative investment fund that the Manager manages and that is marketed to non-professional investors in Norway.

(2) key information to be on a plain, clear and non-misleading way give the investor the basic information that is required in order for the investor to make an investment decision on informed basis. Essential conditions in the information should be kept up to date. An updated version of key information to be available on the Manager's internet site.

(3) the Manager and other marketing alternative investment fund, is obliged to provide key information to non-professional investors before an investment. The Manager duties upon request to provide key information to other marketing alternative investment fund, and to the suppliers of the products in which the Fund can be used.

(4) the Ministry may by regulation provide closer to rules on key information, including the content, format and presentation.

section 7-3. Requirements for good business By marketing of the alternative investment fund to non-professional investors to be good business requirements as stated in the securities trading Act section 10-11 fourth paragraph with the associated regulations are observed.


section 7-4. Documentation duty consultancy and marketing related to the alternative investment fund to non-professional investors should be documented. The documentation should at least be so thoroughly that the financial audit can check to see if the rules are followed. Such documentation should be kept for at least five years.

§ 7-5. Language Information or information that should be given to non-professional investors under this Act or in pursuance of this law, shall be given on the Norwegian, unless the Ministry in regulation or Financial Audit by individual decisions provides otherwise.

Chapter 8. Cross-border management section 8-1. Norwegian forvalteres business in other EEA States (1) a Fund Manager with permission under section 2-2 first, third, or fourth paragraph which would like to administer an alternative investment fund established in another EEA State, or provide services as mentioned in section 2-2 third and fourth paragraph in another EEA Member State, from either Norway or through the establishment of a branch, should provide the financial audit message about this. The message will contain a business plan that outlines the services to be provided, and in which Member State and the Fund that will be managed.

(2) the message on the establishment of the branch shall, in addition, contain the following information: a) how the branch is going to be organized, b) address in the Fund's home State where the documents can be obtained, c) the name and contact information to the people that make up the branch's management.

(3) the financial supervision shall, within one month after the complete message as mentioned in the first paragraph, or within two months after the complete message as mentioned in the second paragraph, is received, forward the message to the supervisory authorities in the Fund Manager's host State. Financial audit should include a confirmation that the Manager has permission to operate the business according to the European Parliament and the Council's directive 2011/61/EU. The financial authority shall immediately notify the manager about the transmission. The Manager can begin the exercise of its activities from the time of such notification has been received.

(4) the manager shall in writing inform the financial audit of changes to the information referred to in the first and the second paragraph at least one month before implementation of the change, or immediately after an unscheduled change has taken place. section 6-1, third paragraph, third and fourth period applies. If the change will not affect Manager's compliance with the Act, the Financial supervision without undue delay inform the Fund Manager's host State of the change.

section 8-2. Investment managers established in another EEA State Managers established in another EEA State with permission to manage alternative investment funds or provide services as mentioned in section 2-2 third and fourth paragraph, can manage alternative investment funds established in Norway, or provide services as mentioned in section 2-2 third and fourth paragraph, from the time the supervisory authorities of the Steward's home State has informed the manager that the message about the business in Norway are sent to Financial Audit.

section 8-3. Access for Norwegian stewards to manage alternative investment funds established outside the EEA, which is not marketed in the EEA, a Fund Manager with permission under section 2-2 can manage alternative investment fund that is established and only marketed outside the EEA, if it is established satisfactory cooperation on supervision between the supervisory authorities in the Fund's home State and Norway, and the manager complies with the provisions given in and in pursuance of this Act with the exception of section 4-1 and Chapter 5.

section 8-4. Regulatory authority the Ministry may by regulation provide closer to rules on cross-border management of alternative investment funds.

Chapter 9. Supervision section 9-1. The supervisory authority of Financial supervision oversees compliance with provisions of this law by the rules in the financial regulatory law.

section 9-2. Disclosure (1) the manager shall provide the Financial Audit the information required about the conditions that apply to the Fund Manager's business. The same applies for the Steward's contractors as mentioned in section 3-5, the primary broker pursuant to section 3-4, custodian and their auditors, as to the business under this Act. Financial audit can call together the Steward's, the alternative investment fund's and the custodian's control. Financial audit may require the necessary information from any person with relation to the Fund Manager's or the alternative investment fund's business as to business under this Act.

(2) at the request recipient to the Depot from the financial audit remit information depot the recipient has obtained during the performance of their duties under this Act.

(3) if there is a risk that a Fund Manager will not be able to meet the stipulated capital requirements, or other circumstances occur which can involve great risk related to the operation of the company, the manager shall immediately give notice of this to the Financial Audit.

section 9-3. Order correction and the prohibition of temporary exercise of business (1) Financial Audit can give the Manager and depot recipient order correction or shut down the temporary ban on the exercise of the business, if they have not complied with their duties after the provision of the Act or the regulations, or has acted in violation of the terms of the permit. The same applies if the the company's bodies have not adhered to the company's articles of association or the funds ' or their own internal guidelines determined by provisions of law or regulations. Orders may also be given to prevent future non-compliance with obligations as referred to in the first and second sentence.

(2) Financial Audit can give the Manager order to retire as Manager of the alternative investment fund if the conditions as mentioned in section 2-8, third paragraph, not be addressed despite the fact that Financial authority has given order correction.

(3) the first and second paragraph also applies if the Financial Audit of the regulatory agencies during the fix in another EEA State that a Norwegian Manager has infringed the rules that apply to the business in that State. The financial audit shall inform the competent authority of which the order is being given.

(4) if the consideration of investors ' or the public's interests warrant, can impose a Financial Audit Manager to suspend the right of drawing and redemption in alternative investment fund that it manages.

section 9-4. Change, recall and lapse of permission (1) Manager's permission to drive the business falls away if the Manager comes under bankruptcy-or public chord negotiation.

(2) Financial Audit can partially or completely change, set new criteria for or revoke the permit to the Manager, if the Manager: a) does not make use of the permit within 12 months, expressly waive the permission or for more than six months have not driven management, b) has obtained the permission by using the incorrect information or other irregularities, c) no longer meets the requirements of the law or the conditions that were set for the permission , d) commit serious or systematic violations of the provisions given in or pursuant to the law, e) is guilty in mislige conditions that give reason to fear that a continuation of the business could hurt public interests, f) not descendant order given in pursuance of section 9-3, or g) with permission to engage in active management under section 2-2 third paragraph does not comply with the requirements of capital pursuant to section 2-6 or section 2-7 with the corresponding regulations.

(3) when the permission to operate the management lapses or is being called back, to alternative investment fund that the company manages, wound up or transferred to another Fund Manager.

(4) if the permission to a fund manager who runs the business in another EEA State, lapses or is being called back, to the financial authority under the right supervisory in the host State.

section 9-5. Confidentiality, etc. Anyone who performs work or services for the General Inspectorate or the Ministry, have sworn to secrecy to outsiders about the information that deals with the measures and sanctions related to the law here, if disclosure of the information may create serious turmoil in the financial markets or cause the affected parties disproportionate damage.

Chapter 10. Supervision of foreign forvalteres business in Norway § 10-1. Disclosure (1) Finance Authority for statistical purposes can impose a foreign fund manager that does business under section 6-3, section 6-4, section 6-5, section 7-1 and section 8-2, to submit reports on its activities.

(2) the financial supervision may require the information from foreign fund managers that are considered necessary to ensure that the rules that apply to your business in this country, is met.

section 10-2. Order correction etc.
(1) Financial Audit can give a fund manager who runs the business, including marketing, pursuant to section 6-3, section 6-4, section 6-5, section 7-1 or section 8-2, order correction, including the cessation of the business here in the country, if the business is operated in violation of any law or regulation.

(2) before giving an order under subsection to the supervisory authorities in the Steward's home State will be notified and given the opportunity to take measures to bring the illegal relationship to an end.

(3) if the measures after the second paragraph is not sufficient to bring the illegal relationship to an end, the financial audit to meet the necessary measures, including to prevent new violations. Before a decision would be made to Finance the authority notify supervisory in the Steward's home State.

(4) Financial Audit can meet the necessary measures to ensure financial stability, market integrity or to protect investors in Norway, if the rules in the Manager's home State are not followed. Before measures to meet the supervisory authorities of the Steward's home State will be notified and given the opportunity to take measures to bring the illegal relationship to an end.


§ 10-3. Revocation of permission to drive marketing in Norway Financial Audit can call back the permission to market alternative investment fund in Norway given in pursuance of section 6-4, section 6-5 or § 7-1 if the requirements of the provisions are no longer met, the terms of the permit has been lost or rules set forth pursuant to section 6-6 is infringed. Financial audit can also, in special cases to revoke permission under section 7-1 for the sake of protecting non-professional investors.

§ 10-4. Supervisory cooperation and exchange of information with other regulatory authorities (1) Finance Authority may allow other States authorities conducting supervision in Norway.

(2) after notice to the Financial authority competent authorities can in the Steward's home State, in partnership with financial authority, make on-site control in branch established pursuant to section 8-2.

(3) the second paragraph does not preclude that Financial authority can make the on-site control as deemed necessary to verify that the rules that apply to the branch's business here in the country, is met.

(4) Financial Audit can pass on information received pursuant to this Act to the supervisory authorities in other EEA States.

(5) the Ministry may by regulation provide closer to rules on supervisory cooperation and exchange of information between the authorities.

Chapter 11. Penalty section 11-1. Punishment (1) with fines or imprisonment of up to one year be punished it as intentional or negligent: a) contravenes section 2-2, section 3-5, section 4-4, section 4-5, section 5-3, § § 6-1 to 6-5, § § 7-1 to 7-3, § § 8-1 to 8-3, section 9-2, 9-3, § 10-1 or § 10-2, or rules or permissions granted in pursuance of the aforementioned provisions, b) grossly or repeatedly contravenes section 3-2 or § 3-3.

Chapter 12. The effective-and transition rules. Changes in other laws section 12-1. Entry into force (1) the Act applies from the time that the King decides. 1 (2) the King can put into effect the individual provisions to different time.

(3) the Ministry may give transitional rules.

section 12-2. Changes in other laws from the time the Act comes into force, the following changes in other laws:-

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