Chapter 1. The law's content, definitions, scope of application and
General provisions on alternative
investment funds
The law's content
1 §/expires U:den day Government/
This Act provides for the licensing of,
the registration and supervision of alternative
investment fund managers (aifms) as well as how their activities
should be run.
The Act also includes provisions concerning the depositary and
external värderares liability.
The Act is divided into sixteen chapters. These are
– the law's content, definitions, scope of application and
General provisions on alternative
investment funds (Chapter 1),
– registration in the management of alternative
investment funds that do not exceed certain thresholds
(Chapter 2),
– authorisation of aifm Swedish (Chapter 3),
– Swedish aifm marketing in Sweden
(Chapter 4),
– Foreign aifm activity in Sweden
(Chapter 5.)
– Swedish aifm activity abroad (Chapter 6),
– start-up capital and own funds (Chapter 7),
– the protection of investors and other operating rules (Chapter 8),
-Depositary (Chapter 9),
– information requirements (Chapter 10),
– especially if the acquisition of unlisted companies and issuers
(11.),
– especially if special funds (12 chapters),
– supervision and regulatory cooperation (Chapter 13.)
-intervention (Chapter 14.)
– appropriations (Chapter 15), and
-Appeal (ch. 16)
the entry into force of paragraph 1 of the I:den/day Government/
This Act provides for the licensing of,
the registration and supervision of alternative
investment fund managers (aifms) as well as how their activities
should be run.
The Act also includes provisions concerning the depositary and
external värderares liability.
The Act is divided into seventeen chapters. These are
– the law's content, definitions, scope of application and
General provisions on alternative
investment funds (Chapter 1),
– registration in the management of alternative
investment funds that do not exceed certain thresholds (2
Cape.)
– authorisation of aifm Swedish (Chapter 3),
– Swedish aifm marketing in Sweden (4
Cape.)
– Foreign aifm activity in Sweden and
abroad (Chapter 5.)
— reference country for non EEA aifm (5 a
Cape.)
– Swedish aifm activity abroad (Chapter 6),
– start-up capital and own funds (Chapter 7),
– the protection of investors and other operating rules (Chapter 8),
-Depositary (Chapter 9),
– information requirements (Chapter 10),
– especially if the acquisition of unlisted companies and issuers (11
Cape.)
– especially if special funds (12 chapters),
– supervision and regulatory cooperation (Chapter 13.)
-intervention (Chapter 14.)
– appropriations (Chapter 15), and
-Appeal (ch. 16).
Law (2014:797).
Definitions
2 section With alternative investment fund is a company that has
formed for collective investments and that
1. receive capital from a number of investors to
invest it in accordance with a defined investment policy
for the benefit of those investors, and
2. does not require authorisation in accordance with article 5 of
European Parliament and Council directive 2009/65/EC of 13
July 2009 on the coordination of laws, regulations and administrative provisions
to undertakings for collective investment in transferable
Securities (UCITS), as amended by
European Parliament and of the Council/61/EU.
With EEA-based alternative investment fund is a
alternative investment fund
1. authorised or registered in one country within the
European economic area (EEA) in accordance with
the applicable national law,
2. has its registered office or head office in a country
in the EEA, or,
3. If the Fund does not have permission or are registered in
any country or have any registered office or head office, has
the strongest ties to a country in the EEA.
An alternative investment fund which does not satisfy the conditions laid down in
the second paragraph is a non EEA-based options
Investment Fund.
3 § With aifm covered legal entities, whose normal
business is the management of one or more alternative
investment funds.
An internal aifm is an internally managed options
Investment Fund.
An external aifm is a from the alternative
investment fund independent legal person who manages
Fund.
The aifm shall mean an aifm which
has its registered office in a country in the EEA. Other
Aifm are non EEA aifm.
4 section With management of an alternative investment fund is
that, in relation to the Fund, perform at least
portfolio management or risk management.
section 5 with an alternative investment fund homeland means
1. the country within the EEA in which the Fund, in accordance with the
the legislation, first got his permit or was
registered,
2. If the Fund does not have a permit or to be registered, it
country within the EEA where the Fund has its statutory seat, or
its headquarters, or
3. in cases other than those referred to in 1 and 2, the country in the EEA
to which the Fund has the closest connection.
section 6 With an aifm home country means the country of the EEA
where the trustee has its registered office.
6 a section/entry into force I:den day Government/
For non EEA aifm, references in
This law into the Manager's home country rather than refer to
the country of reference. Law (2014:797).
section 7 With an EEA-based aifm host country "means the
land, other than the home Member State, in which the trustee
1. manages an alternative investment fund that has the
the country as their homeland,
2. market units or shares of an alternative
Investment Fund, regardless of the country in which the Fund
country of origin, or
3. offer and provide the services referred to in (3)
Cape. 2 §. Law (2015:397).
§ 8 expiry date/U:den Government/
With a non EEA-based aifm hostings referred to
the country in which the trustee
1. manages an alternative investment fund that has the
the country as their home country, or
2. market units or shares of an alternative
Investment Fund, regardless of the country in which the Fund
homeland.
the entry into force of section 8/I:den day Government/
With a non EEA-based aifm hostings referred to
the country, other than the reference country, in which the trustee
1. manages an alternative investment fund that has the
the country as their home country, or
2. market units or shares of an alternative
Investment Fund, regardless of the country in which the Fund
homeland. Law (2014:797).
section 9 with the competent authority referred to in Sweden
The financial supervisory authority and a foreign authority in a
country within the EEA which have to supervise
Aifm or aifm.
Having regulator referred to a foreign authority in a country
outside the EEA which have to supervise
Aifm or aifm.
10 § With a depositary's competent authorities referred to
the following. If the depositary
1. a credit institution with authorization referred to under
European Parliament and Council Directive EU of 26
June 2013 if access to the activity of credit institutions
and the prudential supervision of credit institutions and investment firms, if
Amendment of Directive 2002/87/EC and repealing Directive
2006/48/EC and 2006/49/EC: the authority referred to in Chapter 1.
section 6 of the Act (2014:968) if special supervision of credit institutions
and securities companies or any other authority in another
country within the EEA which supervise institutions, institutions for
electronic money or equivalent foreign companies,
2. is an investment firm with permission as referred to under
European Parliament and Council Directive 2004/39/EC of 21
April 2004 on markets in financial instruments and on the
amending Council Directive 85/611/EEC and 93/6/EEC and
European Parliament and Council Directive 2000/12/EC as well as
repealing Council Directive 93/22/EEC, as last amended by
European Parliament and Council directive 2010/78/EU: the
authorities referred to in Chapter 1. 5 § 2 Act (2007:528)
the securities market,
3. are such institutions as referred to in Chapter 9. section 4 first
paragraph 3: the authorities of the home Member State as referred to in
national law is authorized to
supervise such institutions,
4. is someone referred to in Chapter 9. section 7: the authorities of the country
within the EEA in which he is established and which, in accordance with national
the law, has the competence to exercise oversight
over him, or the official bodies
permission to enroll or supervising him in
accordance with the rules of professional conduct, or
5. are appointed as depositary for a non EEA-based
alternative investment fund under Chapter 9. section 5 and not
covered by 1-4: the national authorities concerned in the
country in which the depositary has its registered office.
Law (2014:991).
section 11 of this Act means
1. workers ' representatives "means the same as in article 2 (e)
European Parliament and Council Directive 2002/14/EC of 11
March 2002 establishing a general framework for informing
and consulting employees in the European Community, of the
original wording,
2. the directive on alternative investment fund managers
investment funds: European Parliament and Council directive
2011/61/EU of 8 March 2011 on alternative
investment fund managers and amending Directive 2003/41/EC and
2009/65/EC and regulations (EC) No 1060/2009 and (EU)
1095/2010, in wording pursuant to European Parliament and Council
Directive 65/EU,
3. EEA: European economic area,
4. the issuer "means an undertaking which has its registered office in a
country within the European economic area and whose shares are admitted to trading on a
regulated market,
5. established:
(a) ") for an alternative investment fund: where the Fund has
authorised or registered or, if the Fund has neither
authorised or registered, where its registered office
or head office is located, or, if the Fund does not have a
registered office or head office, the country to which
the Fund has the closest connection;
(b)) for an aifm: where its registered office is situated,
(c)) for a depositary: where its registered office
or a branch,
6. branch: branch offices with independent management,
also taking an aifm establishment of several
establishment in a country other than the home Member State of the EEA or
a country outside the EEA must be regarded as a single branch;
7. financial leverage: a method by which a
Aifm increases the exposure of a managed options
investment funds through borrowing of cash or securities,
or with the use of derivatives or in any
otherwise,
8. financial instruments: the same as in Chapter 1. section 4 first
paragraph 1 Act (2007:528) on the securities market,
9. the fund company: same as in Chapter 1. Article 1, first paragraph 9
Act (2004:46) about mutual funds,
10. holding company: a company with shareholdings in one or
several other companies, whose business idea is to proceed with a or
several business strategies through its subsidiaries, related
companies or participations in order to contribute to their value on
long term, and that is a company that either
(a)) acting on their own behalf and whose shares are admitted to
trading on a regulated market, or
(b)) has been established not mainly to generate
Returns for their investors through the sale of their
subsidiaries or related companies, as evidenced by
the company's annual report or other public
documents,
11. capital base: same as in article 72 in
European Parliament and Council Regulation (EC) no 575/2013 of
on 26 June 2013 on prudential requirements for credit institutions and
investment firms and amending Regulation (EC) no
648/2012, in the original wording,
12. the Commission delegated regulation: Commission
Regulation (EU) no 231/2013 of 19 december
2012 on the completion of a European Parliament and Council
2011/61/EU as regards exceptions, General
operating conditions, custodians, financial leverage,
transparency and oversight, in the original wording,
13. qualifying holding shall mean a direct or indirect holding in
an aifm, holding calculated as
specified in Chapter 1. 1 a of the law on investment funds
represents 10% or more of the capital or of the
all of the votes or otherwise allows a significant
influence over the management of the trustee,
14. marketing: direct or indirect offer or
placement, on the initiative or on behalf of
On behalf of the aifm of units or shares of a
alternative investment fund it manages and that
is aimed at investors resident or registered
established in the EEA,
15. feeder Fund to an alternative investment fund: a
alternative investment fund
a) invests a minimum of 85 percent of its assets in units
or shares in another alternative investment fund
(the master Fund to an alternative investment fund), or
b) invests a minimum of 85 percent of their assets in more than one
the master Fund to an alternative investment fund provided
that these funds have identical investment strategies, or
c) otherwise has an exposure of at least 85% of the
their assets against such a fund to an alternative
Investment Fund,
16. the parent undertaking and the subsidiaries: the same as in Chapter 1. 4 §
annual accounts Act (1995:1554),
17. the master Fund to an alternative investment fund: a
alternative investment fund in which another alternative
Investment Fund invests or against which this Fund has
an exposure in accordance with 15,
18. close links: same as in Chapter 1. section 2 of the Act on
mutual funds, with the difference that it listed on
fund companies rather than should apply to aifm,
19. private equity company: a company that has its registered
established in a country in the EEA and whose shares are not admitted
to trading on a regulated market,
20. primary brokers: credit institutions, investment firms,
investment firms or other regulated entity
under continuous supervision, which offers professional
Investor Services to mainly finance or that
counterparty to perform transactions with financial instruments, and
that can also provide other services, such as clearing,
clearing, custody, securities lending, tailored
technical solutions and support services,
21. the professional investor means an investor referred to in 8
Cape. 16 or section 17 of the securities market Act,
22. regulated market: the same as in Chapter 1. 5 § 20 Act on
the securities market,
23. Special Fund: an alternative investment fund managed
According to this law and meets the specific conditions in 12
ch.,
24. Securitisation: a company whose
sole purpose is to implement one or more
securitisation transactions within the meaning of
Article 1(2) of the European central bank regulation (EC) no
24/2009 of 19 december 2008 concerning statistics on the assets
and liabilities of financial vehicle corporations engaged in
securitisation transactions, in the original
the wording, and other appropriate activities to achieve that
objectives,
25. initial capital: the same as in Chapter 1. paragraph 5 of the 18 teams
(2004:297) on banking and finance law,
26. Special profit share means a share of an alternative
Investment Fund earnings accruing to the aifm which
compensation for management, excluding any share of
the Fund's profits accruing to the trustee who return on a
investment made in the Fund by the administrator, and
27. Investment Fund: the same as in Chapter 1. section 1 of the first
paragraph 25 of the law on investment funds. Law (2015:397).
11 a §/I:den date of entry into force of the Government/
In this law means
1. established
a) legal representatives who are legal entities:
where their registered office is situated,
b) legal representatives who are natural persons: where
they have their residence,
2. the reference country: the country within the EEA as determined in accordance
with 5 a Cape. or in accordance with the legislation of another
country within the EEA which implement policies if a reference country in
the directive on alternative investment fund managers,
3. legal representative: a natural person who has their
habitual residence in a country within the EEA or a legal person
its registered office in a country in the EEA, and that
specifically appointed by a non EEA aifm
to shop for such a nominee's behalf vis-à-vis
authorities, customers, other entities and counterparties to
the trustee in the EEA regarding the Manager's obligations
in accordance with this Act and the directive on alternative investment fund managers
investment funds. Law (2014:797).
The scope of the law
12 §/expiration date defines the U:den Government/
This law applies to AIF managers established in
Sweden, which manages one or more alternative
investment funds, whether such funds are
EEA-based or non-EEA-based.
For foreign aifm, the provisions of this
law to the extent shown in Chapter 5. and chapter 14.
19-22 sections. For branches of foreign aifm applies in
Moreover, the Act (1992:160) if foreign branches, etc.
In Chapter 2. There are special rules for aifm which
manages portfolios of mutual funds, whose total assets
do not exceed certain thresholds.
the entry into force of section 12/I:den day Government/
This law applies to AIF managers established in
Sweden, which manages one or more alternative
investment funds, whether such funds are
EEA-based or non-EEA-based.
For foreign aifm, the provisions of this
law to the extent shown in Chapter 5., 5 amp., 8
Cape. 28, 30 to 36 sections and chapter 14. 19-22 sections. For branches of
Foreign aifm applies otherwise Act (1992:160) if
foreign branches, etc.
In Chapter 2. There are special rules for aifm which
manages portfolios of mutual funds, whose total assets
do not exceed certain thresholds. Law (2014:797).
Exception
section 13 of this Act shall not apply to aifm in
extent they manage one or more alternative
investment funds whose only investors are the aifm,
its parent company or subsidiaries or other
subsidiaries of such parent companies, provided
that none of them is an alternative investment fund.
The law should not apply to
1. holding company,
2. institutions for occupational retirement provision falling within the scope of
Directive 2003/41/EC of 3 June 2003 on
activities and supervision of institutions for occupational retirement provision, as last
amended by European Parliament and Council directive
2011/61/EC, in so far as they are not managing the alternative
investment funds,
3. supranational institutions and international
organizations, where such Manager alternative
investment funds, and to the extent such funds
acting in the public interest,
4. the national central banks,
5. national, regional or local authorities and bodies
or other institution that manages funds that are tied
to social security systems and pension schemes,
6. employee share ownership or savings,
or
7. the securitisation.
General provisions on alternative
investment funds
section 14 of The alternative investment fund shall have only one
Aifm.
The aifm shall be either an internal aifm
or an external aifm.
An internal aifm may not be external aifm
for an alternative investment fund.
The aifm is responsible for ensuring that the requirements of this Act and other
regulations governing the business are met.
Chapter 2. Registration in the management of alternative
investment funds that do not exceed certain thresholds
section 1 of the Swedish aifm managing portfolios of
alternative investment funds, whose total assets
do not exceed the thresholds referred to in paragraph 2 is applied
only the provisions of this chapter and Chapter 4. section 5 and section 6 of the
second subparagraph, if the trustee does not have the condition
Aifm under this Act. Alternative
investment funds that aifm manages,
marketed to professional investors in Sweden.
An aifm is registered under section 3 shall not
manage special funds or other alternative
investment funds aimed at retail
investors in cases other than those referred to in the third subparagraph.
A registered aifm may manage alternative
investment funds targeting investors who
specified in Chapter 4. paragraph 5 of the second paragraph, if the funds
1. has no right to redemption for at least five years from the
the first investment, and
2. in accordance with the investment policy generally invests in
issuers or non-listed companies to acquire control
According to Chapter 11.
Thresholds
the provisions of paragraph 2 of the 3 to 5 sections apply to aifm which
directly or indirectly manages portfolios of alternative
investment funds
1. whose assets, including those acquired through
leverage, not exceeding the equivalent of 100 million
euros, or
2. whose assets do not exceed the equivalent of 500 million
the euro, if the portfolios consist of alternative
investment funds without leverage and without the right
redemption rights during a period of five years from the date of the
the first position in the Fund.
Registration
section 3 a Swedish aifm referred to in section 2 shall, if it does not
applying for an authorisation as referred to in Chapter 3. section 1, sign up for
registration with the Swedish financial supervisory authority.
A notice of registration shall contain
1. the aifm, and
2. the alternative investment fund managers that the liquidator intends
the management and investment strategies of these.
If the aifm is part of a group referred to in Chapter 1. 4 §
annual accounts Act (1995:1554), a notice of
registration also include details of the ownership structure
within the group, as well as about the alternative investment funds
managed by companies within the group.
Duty to notify
4 § registered the aifm shall regularly inform the
The Swedish financial supervisory authority on the main instruments in that they
managing alternative investment funds are trading as well as
If the funds ' principal exposures and most important
concentrations.
An aifm shall inform the financial supervision authority if the
no longer satisfies the conditions laid down in paragraph 2.
Obtain a permit
§ 5 registered aifm which cease to fulfil
the conditions laid down in paragraph 2 shall apply for a licence pursuant to Chapter 3. § 1. A
such application shall be made within 30 calendar days from the date of
the applicable threshold is exceeded, if not
the excess is temporary.
Supervision
section 6 Of the regulations on supervision in chapter 13. only article 1
the first and second paragraphs, 3, 7, 9, 10 and 15 sections apply to
Aifm referred to in section 2 but who do not have permits
Aifm under this Act. Law (2015:397).
Interventions
section 7 of the rules on intervention in only 9 – 18,
23 and 24 sections apply to aifm referred to in section 2 but
who does not have authorisation as an aifm under this Act.
Chapter 3. Permits for Swedish aifm
Permit and licence, meaning
1 § to administer an alternative investment fund is required
the permission of the financial supervision authority, unless otherwise indicated
of this law. An aifm with such permission shall
comply at all times with the conditions for authorisation in accordance with
This law.
Permission to administer an alternative investment fund shall
include portfolio management and risk management. A
Aifm shall not provide portfolio management
without at the same time provide risk management, or
the other way around.
An aifm shall not engage in any other activity
than that specified in the second subparagraph. An external aifm
may, however,
1. perform services under section 2, and
2. managing a mutual fund or a mutual fund company after
the permission of the financial supervision authority pursuant to the Act (2004:46) about
mutual funds.
Discretionary management of investment portfolios and
ancillary services
2 § external aifm authorised in accordance with article 1, of
The financial supervision authority granted permission to perform discretionary
management of investment portfolios.
An aifm authorised for discretionary management
of investment portfolios, with the permission of the
The Swedish financial supervisory authority
1. store and administer the units or shares of the company
for collective investment,
2. receive funds with accountability,
3. receive and transmit orders concerning financial
instruments, and
4. provide investment advice.
At the offering and provision of services by
the first and second subparagraphs to Chapter 8. 1, 9 to 12, 14, 21 and 27 and
sections 34 and 35 of law (2007:528)
securities market Act shall apply. Funds received by
accountability under the second subparagraph 2 shall immediately
separated from the aifm's own assets.
Law (2015:397).
Conditions for authorisation
paragraph 3 of the financial supervision authority shall give an aifm with
registered office in Sweden the permission under section, if
1. the administrator is headquartered in Sweden,
2. the trustee has sufficient start-up capital and sufficient
own funds pursuant to Chapter 7,
3. Manager's shareholders or members that have or can
is expected to have a qualifying holding, judged appropriate to exercise
a significant influence over the management of the aifm,
4. the members of the Management Board of trustee's
business has enough insight and experience to
participate in the governance of the aifm and in other respects is
suitable for such a task, and
5. There is reason to believe that the planned activities
will be operated in accordance with the provisions of this law and other
statutes regulating the Manager's activities.
If the aifm intends to manage a special fund, the
permission is granted only if the trustee is a corporation.
4 § an aifm is a limited liability company shall have a
Board with at least three members and an Executive
Director. The company's Managing Director shall not be
Chairman of the Board.
Other aifm shall have a management that consists of at least
three people.
Application for a permit and authorisation
section 5 an application for a permit referred to in paragraph 1 shall contain
1. information about who is included in the management of
The aifm,
2. a list of shareholders, where qualifying holdings and
the size of these shows,
3. a business plan with the
organizational structure,
4. information on the
a) procedures to delegate or sub-delegate functions
in accordance with Chapter 8. 14-18 sections, and
b) remuneration schemes in accordance with Chapter 8. section 22,
5. information on the investment strategies
to be used,
6. where the Fund is established, in cases where the
managed fund is a feeder Fund to an alternative
Investment Fund,
7. Fund rules, instruments of incorporation or equivalent
documents,
8. procedures for how the depositary shall be appointed, and
9. a draft prospectus under 10 Cape. § 1.
If the business relating to the management of the special funds, to
the application also contain a draft fact sheet according to
10 Cape. 2 §.
If the aifm is authorised to operate the Fund activities
under the Act (2004:46) about mutual funds, need a
the application referred to in the first subparagraph shall not include such
information that has been submitted to the financial supervision authority with
reason of application for that State, if such information
are still valid. In such a case, the application shall contain
a clear reference to the information and
time at which the information has been provided. The corresponding
applies where authorisation as referred to in paragraph 2.
paragraph 6 of the financial supervision authority shall, before it decides on the licensing
consult with a competent authority in another country within the EEA, if
The aifm
1. is or can be expected to become subsidiaries of a
Aifm, a management company of a UCITS,
investment firm, a credit institution or a
insurance companies licensed in that country,
2. is or can be expected to become subsidiaries of
the parent of the aifm, a management company
for mutual fund companies, an investment firm, a credit institution
or an insurance undertaking authorised in the country,
or
3. controlled or can be expected to be controlled by
the same natural or legal persons who have control over
Another aifm, a management company for
fund companies, an investment firm, a credit institution
or an insurance undertaking authorised in the country.
section 7 of the State must not be used if effective supervision of
The activities of the aifm is prevented by
1. where close links exist between the Manager and someone else,
2. the laws or regulations in a country outside the EEA as
applies to the person with whom the trustee has a close
connection, or
3. difficulties in the application of these laws and other
constitutions.
paragraph 8 of the financial supervision authority shall, within three months of a
complete application has been submitted in writing, inform the
The aifm of its decision in the matter. If the
There are special reasons, the time of the granting of permits
be extended for a maximum period of three months. The aifm shall
be informed of the extension.
For the purposes of applying the first subparagraph, the application shall be deemed to
complete when the aifm has filed as set out in
5 section 1 – 3, 4, 5 and 6.
An aifm may start business as soon as
the authorisation required under paragraph 1 has been granted. If the application needs
supplemented with it listed in section 5, first subparagraph 4 (a), or
7-9, the activities initiated at the earliest one month after the
the missing data has been submitted.
Scope of authorisation
section 9 Of the State to the extent of the right
managing alternative investment funds.
The authorisation may be given to a limited extent in the case of
investment strategies.
The authorisation shall specify whether the aifm has
permits for discretionary management of
investment portfolios and, where appropriate, ancillary services
According to section 2.
Material changes
section 10 of the aifm which intend to carry out a significant
amendment relating to their business or organization,
in writing notify the financial supervision authority.
The financial supervision authority shall, within one month from the notification
received reply to aifm about change does not
acceptance or give rise to a restriction of the State
scope. If there are special reasons may be extended
with a maximum of one month. The manager shall be informed of
the extension.
The change should be implemented if the financial supervision authority does not object
the within the time limit referred to in the second subparagraph.
Chapter 4. Swedish aifm marketing in Sweden
Marketing of alternative investment funds to
retail investors
Special funds
§ 1 an aifm authorised in accordance with Chapter 3. paragraph 1 may
market share in one of the administrator managed
Special Fund to retail investors in Sweden.
Foreign counterparts to special funds established within the
The EEA
2 §/expires U:den day Government/
An aifm authorised in accordance with Chapter 3. paragraph 1 shall,
with the permission of the financial supervision authority, the market shares
or shares in one of the Manager managed foreign
EEA-based alternative investment fund to
retail investors in Sweden. Permission may be given
only if the
1. the Foundation's sole purpose is to make collective investments in
the assets referred to in Chapter 12. section 13 with capital from
the general public or from a specified and delimited
circle of investors,
2. the Fund operates on the principle of risk-spreading,
3. at the request of the Fund units or shares of the cooperative or
equity holders, repurchased or redeemed with funds from the Fund's
assets,
4. the aifm shall take the necessary measures to this in
the country able to
to make payments to the cooperative or the shareholders,
-redeem units or shares, and
– provide information that the trustee is required to
provide, and
5. There is a Factsheet for fund that meet the requirements of
10 Cape. 2 §.
If the advertising relating to units or shares in a feeder Fund
to an alternative investment fund whose master Fund, or
its Manager, are not EEA-based, also apply paragraph 3 of
first paragraph 1, 3 and 4 as well as the second paragraph.
the entry into force of section 2 of the I:den day/the Government/
An aifm authorised in accordance with Chapter 3. paragraph 1 shall,
with the permission of the financial supervision authority, the market shares
or shares in one of the Manager managed foreign
EEA-based alternative investment fund to
retail investors in Sweden. Permission may be given
only if the
1. the Foundation's sole purpose is to make collective investments in
the assets referred to in Chapter 12. section 13 with capital from
the general public or from a specified and delimited
circle of investors,
2. the Fund operates on the principle of risk-spreading,
3. at the request of the Fund units or shares of the cooperative or
equity holders, repurchased or redeemed with funds from the Fund's
assets,
4. the aifm shall take the necessary measures to this in
the country able to
to make payments to the cooperative or the shareholders,
-redeem units or shares, and
– provide information that the trustee is required to
provide, and
5. There is a Factsheet for fund that meet the requirements of
10 Cape. 2 §.
If the advertising relating to units or shares in a feeder Fund
to an alternative investment fund whose master Fund, or
its Manager, are not EEA-based, required in addition to
requirements for marketing to professional investors in
Sweden is met. Law (2014:797).
Foreign counterparts to special funds established in a
country outside the EEA
3 §/expires U:den day Government/
An aifm authorised in accordance with Chapter 3. paragraph 1 shall,
with the permission of the financial supervision authority, the market shares
or shares in one of the Manager managed non EEA-based
alternative investment fund to retail
investors in Sweden. Authorisation may be granted only if the
1. There is reason to believe that the aifm will be
meet all the requirements of this Act and other
regulations governing operations,
2. the requirements of section 2 have been met,
3. the financial supervisory authority and the regulator in
the country where the Fund or the Fund or its
managers are established, appropriate cooperation arrangements
regarding the monitoring of systemic risks, and
4. the country in which the Fund or Fund, or its
managers, is established has taken the necessary measures
to counter money laundering and the financing of terrorism.
Permission may be given even if the requirements in Chapter 9. are not met,
If the aifm have ensured that one or more devices
have appointed to carry out tasks referred to in Chapter 9. 9, 10
and 12 sections. The manager shall inform the financial supervision authority if the
who is responsible for these tasks.
section 3 entry into force date/I:den Government/
An aifm authorised in accordance with Chapter 3. paragraph 1 shall,
with the permission of the financial supervision authority, the market shares
or shares in one of the Manager managed non EEA-based
alternative investment fund to retail
investors in Sweden. Authorisation may be granted only if the requirements of section 2 of the
the first subparagraph and the requirements for marketing to
professional investors in Sweden are met.
Law (2014:797).
Alternative investment funds admitted to trading on a
regulated market or an equivalent market outside the EEA
4 §/expires U:den day Government/
An aifm authorised in accordance with Chapter 3. paragraph 1 shall,
with the permission of the financial supervision authority, the market shares
or shares in one of the Manager managed options
Investment Fund to retail investors in
Sweden in cases other than those referred to in paragraphs 1 to 3, if
1. the units or shares in the Fund are traded
on a regulated market or an equivalent market outside the EEA,
and
2. There is a Factsheet for fund that meet the requirements of
10 Cape. 2 §.
If the advertising relating to units or shares in a non-
EEA-based alternative investment fund or in a feeder Fund
to an alternative investment fund whose master Fund, or
its Manager, are not EEA-based, also apply paragraph 3 of
first paragraph 1, 3 and 4 as well as the second paragraph.
section 4 entry into force date/I:den Government/
An aifm authorised in accordance with Chapter 3. paragraph 1 shall,
with the permission of the financial supervision authority, the market shares
or shares in one of the Manager managed options
Investment Fund to retail investors in
Sweden in cases other than those referred to in paragraphs 1 to 3, if
1. requirements for marketing to retail investors
in Sweden are met,
2. the units or shares in the Fund are traded
on a regulated market or an equivalent market outside the EEA,
and
3. There is a Factsheet for fund that meet the requirements of
10 Cape. 2 §. Law (2014:797).
Alternative investment funds that can be marketed to
some retail investors
§ 5/expires U:den day Government/
An aifm which are registered pursuant to Chapter 2. paragraph 3 of the
or authorized pursuant to Chapter 3. Article 1 may, with the permission of the
Financial market units or shares in one of
the Manager managed the EEA-based alternative investment fund
to such non-professional investors referred to in the second
subparagraph, if the Fund
1. has no right to redemption for at least five years from the
the first investment, and
2. in accordance with its investment policy, generally invests in
issuers or non-listed companies to acquire control
According to Chapter 11.
Units or shares in such alternative investment fund
referred to in the first subparagraph may, under the conditions
specified therein, be marketed to such non-professional
investors in Sweden as
1. undertakes to invest an amount equal to at least
EUR 100 000, and
2. in writing, in a different document than the agreement concluded for
investment commitment, stating that they are aware of the risks
with the intended commitment or investment.
Such aifm may also, with the permission of the
The Swedish financial supervisory authority, promote one of the administrator managed
non-EEA-based alternative investment fund that meets
the requirements of the first subparagraph 1 and 2 to investors referred to in
the second paragraph, if the requirements of section 3(1) 3 and 4 are
met. For an aifm authorised in accordance with Chapter 3.
section 1 also applies to paragraph 3(1) 1 and the second subparagraph.
section 5 entry into force date/I:den Government/
An aifm which are registered pursuant to Chapter 2. paragraph 3 of the
or authorized pursuant to Chapter 3. Article 1 may, with the permission of the
Financial market units or shares in one of
the Manager managed the EEA-based alternative investment fund
to such non-professional investors referred to in the second
subparagraph, if the Fund
1. has no right to redemption for at least five years from the
the first investment, and
2. in accordance with its investment policy, generally invests in
issuers or non-listed companies to acquire control
According to Chapter 11.
Units or shares in such alternative investment fund
referred to in the first subparagraph may, under the conditions
specified therein, be marketed to such non-professional
investors in Sweden as
1. undertakes to invest an amount equal to at least
EUR 100 000, and
2. in writing, in a different document than the agreement concluded for
investment commitment, stating that they are aware of the risks
with the intended commitment or investment.
Such aifm may also, with the permission of the
The Swedish financial supervisory authority, promote one of the administrator managed
non-EEA-based alternative investment fund that meets
the requirements of the first subparagraph 1 and 2 to investors referred to in
the second paragraph, if the requirements of paragraph 8 of the second paragraph 2 and 3 is
met. For an aifm authorised in accordance with Chapter 3.
paragraph 1 shall also include the requirements of paragraph 1 and 8, third paragraph
or the requirements in section 8 must be met. Law (2014:797).
section 5 entry into force date/I:den Government/
An aifm which are registered pursuant to Chapter 2. paragraph 3 of the
or authorized pursuant to Chapter 3. Article 1 may, with the permission of the
Financial market units or shares in one of
the Manager managed the EEA-based alternative investment fund
to such non-professional investors referred to in the second
subparagraph, if the Fund
1. has no right to redemption for at least five years from the
the first investment, and
2. in accordance with its investment policy, generally invests in
issuers or non-listed companies to acquire control
According to Chapter 11.
Units or shares in such alternative investment fund
referred to in the first subparagraph may, under the conditions
specified therein, be marketed to such non-professional
investors in Sweden as
1. undertakes to invest an amount equal to at least
EUR 100 000, and
2. in writing, in a different document than the agreement concluded for
investment commitment, stating that they are aware of the risks
with the intended commitment or investment.
Such aifm may also, with the permission of the
The Swedish financial supervisory authority, promote one of the administrator managed
non-EEA-based alternative investment fund that meets
the requirements of the first subparagraph 1 and 2 to investors referred to in
the second paragraph, if the requirements of paragraph 8 (a) 1 and 2 are
met. For aifm authorised in accordance with Chapter 3. 1 §
to the requirements of paragraph 8 (a) 3.
Law (2014:798).
Marketing to retail investors of
EEA-based alternative investment funds
6 §/expires U:den day Government/
An aifm authorised in accordance with Chapter 3. paragraph 1 may
In addition to such units or shares in alternative
investment funds that may be advertised as 1, 2, 4 or
§ 5, after notification to the financial supervision authority,
market units or shares in one of the trustee
managed the EEA-based alternative investment fund to
professional investors in Sweden.
An aifm shall establish and implement measures
prevent units or shares of an alternative
Investment Fund marketed to retail
investors in Sweden. It does not apply to such funds
the trustee may market to retail
investors in accordance with 1, 2 or 4 of the. It also does not apply to
marketing of such funds as indicated in paragraph 5 of the first
subparagraph in relation to such investors as indicated in paragraph 5 of the
second paragraph.
Additional provisions for the marketing of the feeder funds
to alternative investment funds, see paragraphs 7 and 8.
6 § entry into force date/I:den Government/
An aifm authorised in accordance with Chapter 3. paragraph 1 may
In addition to such units or shares in alternative
investment funds that may be advertised as 1, 2, 4 or
§ 5, after notification to the financial supervision authority,
market units or shares in one of the trustee
managed the EEA-based alternative investment fund to
professional investors in Sweden.
An aifm shall establish and implement measures
prevent units or shares of an alternative
Investment Fund marketed to retail
investors in Sweden. It does not apply to such funds
the trustee may market to retail
investors in accordance with 1, 2 or 4 of the. It also does not apply to
marketing of such funds as indicated in paragraph 5 of the first
subparagraph in relation to such investors as indicated in paragraph 5 of the
second paragraph.
Additional provisions for the marketing of the feeder funds
to alternative investment funds, see paragraphs 7-8 a.
Law (2014:797).
6 § entry into force date/I:den Government/
An aifm authorised in accordance with Chapter 3. paragraph 1 may
In addition to such units or shares in alternative
investment funds that may be advertised as 1, 2, 4 or
§ 5, after notification to the financial supervision authority,
market units or shares in one of the trustee
managed the EEA-based alternative investment fund to
professional investors in Sweden.
An aifm shall establish and implement measures
prevent units or shares of an alternative
Investment Fund marketed to retail
investors in Sweden. It does not apply to such funds
the trustee may market to retail
investors in accordance with 1, 2 or 4 of the. It also does not apply to
marketing of such funds as indicated in paragraph 5 of the first
subparagraph in relation to such investors as indicated in paragraph 5 of the
second paragraph.
Additional provisions for the marketing of the feeder funds
to alternative investment funds, see 7 and 8 (a) sections.
Law (2014:798).
section 7 of the Promotion of a feeder Fund to an alternative
Investment Fund may commence pursuant to section 6, if the recipient Fund
established in the EEA, and is managed by an EEA-based
Aifm.
Marketing to retail investors of non
EEA-based alternative investment fund managers and certain
the feeder funds
§ 8 expiry date/U:den the Government by law (2014:798)./
/Expires today, U:den Government/
An aifm authorised in accordance with Chapter 3. paragraph 1 shall,
In addition to such units or shares in alternative
investment funds which may be marketed in accordance with section 3 or 4,
with the permission of the financial supervision authority, to professional
investors in Sweden market units or shares of a
of the administrator managed
1. non EEA-based alternative investment fund, or
2. the feeder Fund to an alternative investment fund whose
the master Fund, or its Trustees, are not EEA-based.
Authorization may be given if the requirements of section 3(1) 1, 3 and 4
and the second subparagraph are fulfilled.
At marketing referred to in the first subparagraph also applies to section 6
second paragraph.
the entry into force of section 8/I:den day Government/
An aifm authorised in accordance with Chapter 3. paragraph 1 shall,
In addition to such units or shares in alternative
investment funds which may be marketed in accordance with section 3 or 4,
with the permission of the financial supervision authority, to professional
investors in Sweden market units or shares of a
of the administrator managed
1. non EEA-based alternative investment fund, or
2. the feeder Fund to an alternative investment fund whose
the master Fund, or its Trustees, are not EEA-based.
Permission may be given, if
1. There is reason to believe that the aifm will be
meet all the requirements of this Act and other
regulations governing operations,
2. between the FSA and the regulatory authority in the
the country where the Fund or the Fund or its
Trustees established appropriate cooperation arrangements
regarding the monitoring of systemic risks, and
3. the country in which the Fund or the Fund or its
Trustees is established has taken the necessary measures
to counter money laundering and the financing of terrorism.
Permission may be given even if the requirements in Chapter 9. are not met,
If the aifm have ensured that one or more devices
have appointed to carry out tasks referred to in Chapter 9. 9, 10
and 12 sections. The manager shall inform the financial supervision authority if the
who is responsible for these tasks.
At marketing referred to in the first subparagraph also applies to section 6
second paragraph. Law (2014:797).
8 a of/comes into force I:den day Government/
An aifm authorised in accordance with Chapter 3. paragraph 1 shall,
After notification to the financial supervision authority, to
professional investors in Sweden market units
or shares in one of the administrator managed
1. non EEA-based alternative investment fund, or
2. the feeder Fund to an alternative investment fund whose
the master Fund, or its Trustees, are not EEA-based.
Such marketing may take place only if
1. the financial supervision authority and the regulatory authority in the
the country where the Fund or the Fund or its
Trustees established appropriate cooperation arrangements,
2. the country of the Fund or the Fund or its
Trustees is established has taken the necessary measures
to counter money laundering and the financing of terrorism,
and
3. it between Sweden and the country where the non-
EEA-based alternative investment fund or
the master Fund is established, there is a written
agreement that meets the requirements of article 26 of the OECD
Model Tax Convention on income and on capital and
ensures an effective exchange of information in tax matters
between Sweden and that country.
At marketing referred to in the first subparagraph also applies to section 6
second paragraph. Law (2014:797).
Notification of marketing
§ 9 expiry date/U:den Government/
Notification of marketing under section 6, shall
contain
1. an operational plan detailing the options
investment fund that will be marketed and where it is
established;
2. the Fund rules or instruments of incorporation or
corresponding documents;
3. indication of the Fund's depositary,
4. where the Fund is established, if
marketing refers to a feeder Fund to an alternative
Investment Fund,
5. an information brochure pursuant to Chapter 10. paragraph 1, and
6. information on the measures that have been established to
prevent marketing happens to retail
investors.
§ 9 entry into force date/I:den Government/
Notification of marketing as 6 or 8 a of the
should contain
1. an operational plan detailing the options
investment fund that will be marketed and where it is
established;
2. the Fund rules or instruments of incorporation or
corresponding documents;
3. indication of the Fund's depositary,
4. where the Fund is established, if
marketing refers to a feeder Fund to an alternative
Investment Fund,
5. an information brochure pursuant to Chapter 10. paragraph 1, and
6. information on the measures that have been established to
prevent marketing happens to retail
investors. Law (2014:797).
section 10/expires U:den day Government/
The financial supervision authority shall, within 20 working days after the
to a complete notification referred to in paragraph 6 were received
notify the aifm about the marketing may commence
or not. Only if the administrator or its management of the
alternative investment fund does not meet or can be adopted
come to meet the requirements of this Act or other
regulations governing operations, inspection
decide that the boost may not be started.
Marketing may commence at the earliest, when the FSA
announced the aifm about this.
If the alternative investment fund's country of origin is another
country within the EEA financial supervision authority shall submit information to the
the competent authority of the country that the marketing of
the units or shares of the Fund may be initiated here in
the country.
the entry into force of section 10/I:den day Government/
The financial supervision authority shall, within 20 working days after the
to a complete notification referred to in paragraphs 6 and 8 (a)
received notify the aifm about the marketing,
is started or not. Only if its
management of the alternative investment fund
meet or likely to comply with the requirements of this
laws, regulations and administrative provisions governing the activities,
the inspection order that marketing must not
begins.
Marketing may commence at the earliest, when
The FSA announced the aifm about this.
If the alternative investment fund's country of origin is another
country within the EEA financial supervision authority shall submit information to the
the competent authority of the country that the marketing of
the units or shares of the Fund may be initiated here in
the country.
If the notification concerns a non EEA-based options
Investment Fund, the financial supervision authority shall provide information
to the European Securities and markets authority
the marketing of the units or shares of the Fund may
begins here in the country. Law (2014:797).
Material changes
§ 11 expiry date/U:den Government/
An aifm which intend to make a substantial
change to something that has been specified in a notice or in
an application for authorisation for marketing after the
marketing has begun, shall in writing notify
to the financial supervision authority not later than one month before the change
are carried out. In the case of an already completed, unplanned
change, however, should a complaint be made immediately after the
the change has been implemented.
If a proposed amendment would mean that the aifm
or its management of an alternative investment fund not
longer meets the requirements of this Act or regulations
that regulates its activity, financial supervisory authority without
delay notify the trustee that the change may not be
implemented.
In chapter 14. provides for intervention against a
Aifm which has carried out a substantial change in the battle
with this clause.
the entry into force of section 11/I:den day Government/
An aifm which intend to make a substantial
change to something that has been specified in a notice or in
an application for authorisation for marketing after the
marketing has begun, shall in writing notify
to the financial supervision authority not later than one month before the change
are carried out. In the case of an already completed, unplanned
change, however, should a complaint be made immediately after the
the change has been implemented.
If a proposed amendment would mean that the aifm
or its management of an alternative investment fund not
longer meets the requirements of this Act or regulations
that regulates its activity, financial supervisory authority without
delay notify the trustee that the change may not be
implemented.
If the FSA approves an amendment to
units or shares in such alternative investment fund
referred to in section 8 shall no longer be marketed or to
units or shares of another such fund shall
marketed in this country, the supervisory authority without delay
inform the European Securities and markets authority
the change.
In chapter 14. provides for intervention against a
Aifm which has carried out a substantial change in the battle
with this clause. Law (2014:797).
Chapter 5. /Rubriken expires U:den day Government/
Foreign aifm activity in Sweden
Chapter 5. /Rubriken enters into force I:den day Government/
Foreign aifm activity in Sweden and
abroad
EEA aifm
Management of an alternative investment fund
established in Sweden, discretionary management of
investment portfolios and the provision of
ancillary services
§ 1 a foreign EEA aifm may, without
permit under this Act;
1. manage an alternative investment fund established in
Sweden and is not a special fund, if the nominee in his
country has authorisation referred to in the directive on
alternative investment funds, which includes management
an alternative investment fund of the corresponding type as the
to be managed in this country, and
2. in Sweden to offer and provide the services referred to in
Chapter 3. paragraph 2 of the first subparagraph and second subparagraph 1, 3 and 4, if
the trustee in his home country has authorisation referred to in
the directive on alternative investment fund managers
and that includes the services to be provided and
provided in this country.
Operations may commence on the day on which the competent authority of the
Manager's home country has notified the trustee that a
notification of activities and a certificate stating that
the administrator has the authorization referred to in the directive on
managers of alternative investment funds have been provided to
The Swedish financial supervisory authority. Law (2015:397).
Especially if the administration of a special fund
section 2 of the foreign EEA aifm as in their home country
has the authorization referred to in the directive on
alternative investment funds may, with the permission of the
The Swedish financial supervisory authority, administer a special fund.
Permission is granted in the form of acceptance of specialfondens
the Fund rules. Authorisation may be granted only if the
1. The financial supervision authority of the competent authority in the Manager's
homeland has received a notification of the planned
operations, and an attestation that the trustee is authorized
referred to in the directive on alternative investment fund managers
investment funds,
2. the Manager's business license include the management of
an alternative investment fund of the corresponding type as the
Special Fund to be managed in this country,
3. the trustee has a legal structure that corresponds to a
limited liability companies, and
4. the aifm shall take the necessary measures to this in
the country able to
-making payments to unit-holders,
-redeem shares, and
– provide information that the trustee is required to
provide.
At the trial, according to the second paragraph, Chapter 4. section 9 of the Act
(2004:46) if mutual funds are applied. It listed where
If the Fund management company shall instead refer to the aifm.
A non-EEA aifm authorised in accordance with
second subparagraph shall promote investments in RD to
Professional and non-professional investors in
Sweden.
/Rubriken expires U:den day Government/
Marketing to retail investors of
EEA-based alternative investment funds
/Rubriken enters into force I:den day Government/
Marketing to retail investors
3 §/expires U:den day Government/
A non-EEA aifm as in their home country
has the authorization referred to in the directive on
alternative investment funds may, without a permit under
This law, to professional investors in Sweden
market units or shares in one of the trustee
managed the EEA-based alternative investment fund.
Marketing of units or shares of other alternative
investment funds than mutual funds may be opened when the competent
authority of the Manager's home country has notified the trustee that
a notification about operations and a certificate stating that
the administrator has the authorization referred to in the directive on
managers of alternative investment funds, and where
scope of the authorisation and any restrictions of
investment strategies is apparent, has been submitted to the
The Swedish financial supervisory authority.
section 3 entry into force date/I:den Government/
A non-EEA aifm as in their home country
has the authorization referred to in the directive on
alternative investment funds may, without a permit under
This law, to professional investors in Sweden
market units or shares in one of the trustee
managed
1. The EEA-based alternative investment fund,
2. non EEA-based alternative investment fund, or
3. feeder Fund to an alternative investment fund whose
the master Fund, or its Trustees, are not EEA-based.
Marketing of units or shares of other alternative
investment funds than mutual funds may be opened when the competent
authority of the Manager's home country has notified the trustee that
a notification about operations and a certificate stating that
the administrator has the authorization referred to in the directive on
managers of alternative investment funds, and where
scope of the authorisation and any restrictions of
investment strategies is apparent, has been submitted to the
The Swedish financial supervisory authority. Law (2014:797).
4 §/expires U:den day the Government by law (2014:797)./
Marketing of a feeder Fund to an alternative
Investment Fund may be made under section 3 only if the master Fund is
established in the EEA, and is managed by an EEA-based
Aifm.
/Rubriken expires U:den day Government/
Marketing to retail investors of non
EEA-based alternative investment fund managers and certain
the feeder funds
§ 5/expires U:den day the Government by law (2014:798)./
A non-EEA aifm as in their home country
has the authorization referred to in the directive on
alternative investment funds may, with the permission of the
The Swedish financial supervisory authority, to professional investors in Sweden
market units or shares in one of the trustee
managed
1. non EEA-based alternative investment fund, or
2. the feeder Fund to an alternative investment fund whose
the master Fund, or its Trustees, are not EEA-based.
Authorisation may be granted only if the
1. There is reason to believe that the aifm will be
meet all the requirements of this Act and other
regulations governing operations,
2. between the FSA and the regulatory authority in the
the country where the Fund or the Fund or its
Trustees established appropriate cooperation arrangements
regarding the monitoring of systemic risks, and
3. the country in which the Fund or Fund, or its
managers, is established has taken the necessary measures
to counter money laundering and the financing of terrorism.
Permission may be given even if the requirements in Chapter 9. are not met,
If the Manager has ensured that one or more devices has
designated to carry out the tasks referred to in Chapter 9. 9, 10 and 12
§§. The manager shall inform the financial supervision authority of who
responsible for these tasks.
Marketing to retail investors of other
alternative investment funds than mutual funds
6 §/expires U:den day Government/
A non-EEA aifm as in their home country
has the authorization referred to in the directive on
alternative investment funds may, with the permission of the
Financial market units or shares in one of
alternative investment Fund Manager managed to
retail investors in Sweden. Permission may be given
only if the
1. the Fund complies with the requirements of Chapter 4. paragraph 2 of the first paragraph,
or
2. the units or shares in the Fund are traded
on a regulated market or an equivalent market outside the EEA
and there is a Factsheet for fund that meet the requirements of
10 Cape. 2 §.
If the advertising relating to units or shares in a non-
EEA-based alternative investment fund or a feeder Fund
to an alternative investment fund whose master Fund, or
its managers are not EEA-based, also applies to paragraph 5 of the
the second and third paragraphs.
6 § entry into force date/I:den Government/
A non-EEA aifm as in their home country
has the authorization referred to in the directive on
alternative investment funds may, with the permission of the
Financial market units or shares in one of
alternative investment Fund Manager managed to
retail investors in Sweden. Permission may be given
only if the
1. the Fund complies with the requirements of Chapter 4. paragraph 2 of the first subparagraph, or
2. the units or shares in the Fund are traded
on a regulated market or an equivalent market outside the EEA
and there is a Factsheet for fund that meet the requirements of
10 Cape. 2 §.
If the advertising relating to units or shares in a non-
EEA-based alternative investment fund or a feeder Fund
to an alternative investment fund whose master Fund, or
its Manager, are not EEA-based, required in addition to
requirements for marketing to professional investors in
Sweden is met. Law (2014:797).
Marketing of some other alternative
investment funds
section 7/expires U:den day Government/
A non-EEA aifm as in their home country
authorised or registered in accordance with national
legislation implementing the directive on
alternative investment funds may, after notification
in accordance with paragraph 3, or with the permission of the financial supervision authority,
market units or shares in one of the trustee
managed the EEA-based alternative investment fund
comply with the requirements of Chapter 4. paragraph 5 of the first paragraph to the
professional investors in Sweden and, with the permission of the
The Swedish financial supervisory authority, to such non-professional
investors referred to in Chapter 4. paragraph 5 of the second paragraph.
Such aifm may also, with the permission of the
The Swedish financial supervisory authority, promote one of the administrator managed
non-EEA-based alternative investment fund that meets
the requirements of the first subparagraph to investors referred to in the first
paragraph, if the requirements of paragraph 5 of the second paragraph 2 and 3 are fulfilled.
For an aifm authorised in its home country applies
5 paragraph 1, third subparagraph. Law (2014:796).
Article 7 entry into force date/I:den Government/
A non-EEA aifm as in their home country
authorised or registered in accordance with national
legislation implementing the directive on
alternative investment funds may, after notification
in accordance with paragraph 3, or with the permission of the financial supervision authority,
market units or shares in one of the trustee
managed the EEA-based alternative investment fund
comply with the requirements of Chapter 4. paragraph 5 of the first paragraph to the
professional investors in Sweden and, with the permission of the
The Swedish financial supervisory authority, to such non-professional
investors referred to in Chapter 4. paragraph 5 of the second paragraph.
Such an aifm authorised in its home Member State may
1. with the permission of the financial supervision authority to market one of
the Manager managed non EEA-based options
investment fund that complies with the requirements of the first subparagraph to
investors referred to in the first paragraph, if the requirements of paragraph 5 of the second
paragraph 2 and 3 are met, or
2. following notification under paragraph 3 of the market one of the
the Manager managed non EEA-based options
investment fund that complies with the requirements of the first subparagraph to
professional investors and, with the permission of the
The Swedish financial supervisory authority, to such non-professional
investors referred to in the first subparagraph.
For an aifm referred to in the second subparagraph of paragraph 1 applies also to
5 section 1 and third paragraph.
Such aifm which are registered in their home country
may, with the permission of the financial supervision authority, promote a
of the administrator managed non EEA-based options
investment fund that meets the requirements of the first subparagraph of
marketing to professional investors and such
retail investors referred to in the first subparagraph,
If the requirements of paragraph 5 of the second paragraph 2 and 3 are fulfilled.
Law (2014:797).
Article 7 entry into force date/I:den Government/
A non-EEA aifm as in their home country
authorised or registered in accordance with national
legislation implementing the directive on
alternative investment funds may, after notification
in accordance with paragraph 3, or with the permission of the financial supervision authority,
market units or shares in one of the trustee
managed the EEA-based alternative investment fund
comply with the requirements of Chapter 4. paragraph 5 of the first paragraph to the
professional investors in Sweden and, with the permission of the
The Swedish financial supervisory authority, to such non-professional
investors referred to in Chapter 4. paragraph 5 of the second paragraph.
Such an aifm authorised in its home Member State may,
following notification under paragraph 3 of the market of
the Manager managed non EEA-based options
investment fund that complies with the requirements of the first subparagraph to
professional investors and with the permission of the
The Swedish financial supervisory authority, to such non-professional
investors referred to in the first subparagraph.
Such aifm which are registered in their home country
may, with the permission of the financial supervision authority, promote a
of the administrator managed non EEA-based options
investment fund that meets the requirements of the first subparagraph of
marketing to professional investors and such
retail investors referred to in the first subparagraph,
If
1. the financial supervision authority and the regulatory authority in the
the State where the Fund is established, see the appropriate
cooperation arrangements, and
2. the country has taken the necessary measures to
combat money laundering and the financing of terrorism.
Law (2014:798).
§ 8 expiry date/U:den Government/
Activities according to 1-3 and 5-7 sections may be driven by
The aifm to establish a branch in Sweden or offers
and provides services in Sweden from their homeland.
For the activities of aifm in Sweden apply Chapter 4. 6 §
second subparagraph, in respect of the marketing of other alternative
investment funds than
1. special funds,
2. such funds as may be marketed to
retail investors after a permit under section 6,
and
3. such funds as may be advertised after a permit under
section 7 in respect of such non-professional investors
specified in Chapter 4. paragraph 5 of the second paragraph.
In the management of a special fund be applied 12 Cape. In question
If the business operated by the branch in this country, even 8
Cape. 1, 19 to 21 and 23 sections apply. By the administration under section
the first subparagraph of paragraph 1 and 2 shall also apply to section 8. section 28. For
custodians to alternative investment funds
managed in accordance with section 1, first subparagraph 1 or 2 § apply 9
Cape. Law (2015:397).
the entry into force of section 8/I:den day Government/
Activities under 1 – 3, 6 and 7 sections may be driven by the aifm to establish a branch in Sweden or offers and provides services in Sweden from their homeland.
For the activities of aifm in Sweden apply Chapter 4. section 6, second subparagraph, in respect of the marketing of other alternative investment funds than
1. special funds,
2. such funds as may be marketed to retail investors after a permit under section 6, and
3. such funds as may be advertised after a permit under section 7 in respect of such non-professional investors as defined in Chapter 4. paragraph 5 of the second paragraph.
In the management of a special fund be applied 12 Cape. In the case of activities that are conducted through branch here in the country, while Chapter 8. 1, 19 to 21 and 23 sections apply. At the management referred to in article 1, first paragraph 1 and paragraph 2 shall apply also to Chapter 8. section 28. For custodians to alternative investment funds managed according to article 1, first paragraph 1 or paragraph 2 of Chapter 9 apply. Law (2015:398).
Material changes
§ 9 the aifm which intend to make a substantial change
of something that is not specified in a permit application after the
that operation has been initiated, shall in writing notify
to the financial supervision authority not later than one month before the change
are carried out. In the case of an already completed, unplanned
change, however, should a complaint be made immediately after such a
change.
If the financial supervision authority finds that a change is acceptable,
inspection, without delay, inform the competent authority of the
The homeland of the change.
If a planned alteration entails that the aifm or its
management of an alternative investment fund no longer
comply with the requirements under this Act or the regulations
that regulates its activity, financial supervisory authority without
delay notify the trustee that the change may not be
implemented.
In chapter 14. provides for intervention against a
Aifm which has carried out a substantial change in the battle
with this clause.
Non EEA aifm
/Rubriken expires U:den day Government/
Marketing to retail investors
section 10/expires U:den day the Government by law (2014:798)./
A non EEA aifm may, with the permission
by the Swedish financial supervisory authority, market units or shares of a
of the alternative investment Fund Manager managed to
professional investors in Sweden. Authorisation may be granted only
If
1. There is reason to believe that the planned activities
will be operated in a manner consistent with Chapter 10. 1
and 4 – 10 sections, Chapter 11. and chapter 13. 2-5 paragraphs,
2. appropriate cooperation arrangements regarding
monitoring of systemic risks between, on the one hand,
The financial supervisory authority and, on the other hand, the supervisory authority for
the non EEA aifm, the competent
authority for an EEA-based alternative investment fund
or supervisor for a non EEA-based options
Investment Fund, and
3. the country where the non-EEA aifm or
the non EEA-based fund is established has taken
the necessary measures to combat money laundering and
the financing of terrorism.
/Rubriken enters into force I:den day Government/
Condition for non EEA aifm
10 (a) the entry into force of §/I:den day Government/
Conditions referred to in the directive on
alternative investment funds required to a non
EEA aifm, after notification to the competent
authority, will be managing an alternative investment fund
established in Sweden or any other country within the EEA and
market units or shares in one of the trustee
managed alternative investment fund to professional
investors in Sweden or any other country within the EEA.
Permission should be sought in FSA, if Sweden is
the country of reference. Provisions on the reference country, see
in 5 a Cape. If the financial supervision authority finds that the choice of
reference country does not meet the criteria of 5 a Cape. 1 or
section 9, shall reject the application for authorisation of the Manager of the inspection.
Conditions referred to in the second subparagraph shall not be used for
the administration of a special fund.
For non EEA aifm authorised in accordance with
second subparagraph, this Act applies mutatis mutandis.
Law (2014:797).
/Rubriken enters into force I:den day Government/
Conditions for authorisation
10 (b) the entry into force of §/I:den day Government/
The financial supervision authority shall give a non EEA-based
An aifm authorised in accordance with paragraph 10 (a), if the
1. Sweden has identified as country of reference,
2. There is an appointed legal representative of the Manager
in this country,
3. the financial supervisory authority, the competent authorities
the relevant EEA-based funds and the supervisory authority of the
country where the trustee is established is appropriate
cooperation arrangements,
4. the country in which the nominee is established has taken
the necessary measures to combat money laundering and
the financing of terrorism,
5. it between Sweden and the country in which the trustee is
established, there is a written agreement that complies with
the requirements of article 26 of the OECD model tax
income and capital and to ensure an effective
Exchange of information in tax matters between Sweden and the
the country,
6. The financial supervision authority and other competent authorities,
effective exercise of their supervisory functions is not hindered by
the laws and regulations which the trustee is subject to the
country where the trustee is established or to the investigation-
or the supervisory powers of the supervisory authority of the country
where the trustee is established is limited,
7. the trustee has sufficient start-up capital and sufficient
own funds pursuant to Chapter 7,
8. Manager's shareholders or members that have or can
is expected to have a qualifying holding, judged appropriate to exercise
a significant influence over the trustee's management,
9. the members of the Management Board of trustee's
business has enough insight and experience to
participate in the governance of the aifm and in other respects is
suitable for such a task, and
10. There is reason to believe that the planned activities
will be operated in accordance with the provisions of this law and other
statutes regulating the Manager's activities.
The aifm shall not, however, be required to comply with a provision
in this law, if the Manager can view
1. it is impossible to simultaneously comply with both the provision
and the mandatory laws applicable to
a) Manager, or
(b)) the non EEA-based alternative investment fund to
marketed, and
2. the laws and regulations that apply to the trustee or
Fund in the country in which they are established, contains an
equivalent rule that has the same regulatory purposes and that means
the same level of protection for the Fund's investors. Law (2014:797).
/Rubriken enters into force I:den day Government/
Application for a permit and authorisation
10 c §/I:den date of entry into force of the Government/
An application for a permit referred to in paragraph 10 (a)
subparagraph shall contain
1. the reasons for the choice of a reference country and information
If the marketing strategy for the alternative
Investment Fund,
2. a list of any provisions of this Act
incompatible with mandatory laws applicable to
The aifm or the alternative investment fund where
These are established,
3. a certificate as
a) contains a description of the rules in the mandatory
the law of the State in which the aifm or the
alternative investment fund established as equivalent
with the rules referred to in 2 and a legal opinion
proving this, and
b) shows that the Manager follows these rules in the country,
4. name the trustee's legal representative and the
where he is established, and
5. the particulars and documents referred to in Chapter 3. paragraph 5 of the first
paragraph.
Particulars and documents as referred to in the first subparagraph 5 need only
be given for the EEA-based alternative investment funds
the trustee intends to manage and the alternative
investment funds that the trustee will market in the EEA
pursuant to this Act.
For the notification procedure, material changes to any of the
specified in a notice and the FSA
processing apply Chapter 3. 6 – 10 sections. To an application for
authorisations shall be considered to be complete in accordance with Chapter 3. § 8 other
subparagraph, the aifm shall also be filed as set out
in the first subparagraph 1 – 4. Law (2014:797).
/Rubriken enters into force I:den day Government/
Notification before the authorisation decision
10 (d) the entry into force of §/I:den day Government/
The financial supervision authority shall inform the
The European Securities and markets authority, if
the inspection finds that the requirements of paragraph 10 (b) is
met.
The deadline in Chapter 3. section 8 of the first paragraph shall not run for
the time from when the financial supervisory authority has notified
The European Securities and markets authority to its
the authority has given his notice to the inspection.
If the financial supervision authority does not intend to follow the advice that
The European Securities and markets authority has left in
concerning the application of the exemption provided for in paragraph 10 (b),
should the inspection, notify the Authority accordingly.
The inspection shall also notify the competent authority in each
other country within the EEA in which the aifm intends to
promote an alternative investment fund. Law (2014:797).
/Rubriken enters into force I:den day Government/
Management of an alternative investment fund
established in Sweden
10 e §/I:den date of entry into force of the Government/
A non EEA aifm which has a different
reference country than Sweden may, without a licence under this Act,
manage an alternative investment fund established in
Sweden and is not a special fund, if the nominee in his
reference country, the authorization referred to in the directive on
managers of alternative investment funds, and covering
management of an alternative investment fund of the corresponding
kind as that is to be managed in this country.
Operations may commence on the day on which the competent authority of the
country of reference has informed the trustee that a
notification of activities and a certificate stating that
the administrator has the authorization referred to in the directive on
managers of alternative investment funds have been provided to
The Swedish financial supervisory authority. Law (2014:797).
10 (f) the entry into force of §/I:den day Government/
Activity in Sweden according to § 10 e may be driven by
that an aifm to establish a branch here in the country or
offering and performing services in Sweden from the country where the
the trustee is established. For the activities of aifm in
Sweden shall apply Chapter 4. 6 section at marketing
for other alternative investment funds than
1. such funds as may be marketed to
retail investors after a permit under section 11,
and
2. such funds as may be advertised after a permit under
section 12, to such non-professional investors as defined in
Chapter 4. paragraph 5 of the second paragraph.
In the case of activities that are operated by the branch in this country should
also, Chapter 8. 1, 19 to 21 and 23 sections apply. Law (2014:797).
/Rubriken enters into force I:den day Government/
Marketing of EEA-based alternative investment funds
to professional investors in Sweden
§ 10 g/day of entry into force of the I:den Government/
A non EEA aifm with permission
in accordance with paragraph 10 (a) shall inform the financial supervision authority
before the trustee starts marketing of units or
shares in one of the Manager managed the EEA-based options
Investment Fund for retail investors in Sweden.
For underrättelsens content, notification procedure,
substantial changes to something that is not specified in a
intelligence and financial supervision procedure is applied
Chapter 4. 9 to 11 sections. The financial supervision authority shall, in addition to the
in Chapter 4. section 10, third paragraph, to provide information to
European Securities and markets authority
Manager's marketing in Sweden as well as inform
the Agency and the competent authorities concerned of the inspection
considers that a modification as referred to in Chapter 4. section 11 is acceptable
and entails either that some alternative investment funds
no longer marketed or that additional alternate
investment funds will be marketed.
Law (2014:797).
10 h §/I:den date of entry into force of the Government/
A non EEA aifm with conditions
referred to in the directive on alternative investment fund managers
investment funds that have a different reference country than Sweden
may, without a licence under this Act, market units
or shares in one of the Manager managed the EEA-based
AIF to professional investors
here in the country. The marketing may be opened when the competent
authority of the country of reference has informed the trustee that a
notification of activities and a certificate stating that
the administrator has the authorization referred to in the directive on
managers of alternative investment funds, and where
scope of the authorisation and any restrictions of
investment strategies is apparent, has been submitted to the
The Swedish financial supervisory authority. Law (2014:797).
/Rubriken enters into force I:den day Government/
Marketing of non-EEA-based alternative
investment funds to professional investors in
Sweden
10 in the entry into force of §/I:den day Government/
A non EEA aifm with permission
in accordance with paragraph 10 (a) may, after notifying the
Financial market units or shares in one of
the Manager managed non EEA-based options
Investment Fund for retail investors in Sweden.
At such marketing is required to
1. the financial supervision authority and the regulatory authority in the
the State where the Fund is established, see the appropriate
cooperation arrangements,
2. the country in which the Fund is established has taken the necessary
measures to combat money laundering and the financing of
terrorism, and
3. it between Sweden and the State where the Fund is established
There is a written agreement that complies with the requirements of
Article 26 of the OECD model tax
Fortune and that ensures an effective
Exchange of information in tax matters between Sweden and the
the country.
For underrättelsens content, notification procedure,
substantial changes to something that is not specified in a
intelligence and financial supervision procedure is applied
Chapter 4. 9 to 11 sections. The financial supervision authority shall, in addition to the
in Chapter 4. section 10, third paragraph, to provide information to
European Securities and markets authority
Manager's marketing in Sweden as well as inform
authority if the inspection finds that an amendment referred to in
Chapter 4. section 11 is acceptable and involve either some
alternative investment funds no longer marketed or
that additional funds will be marketed.
Law (2014:797).
10 j §/I:den date of entry into force of the Government/
A non EEA aifm with conditions
referred to in the directive on alternative investment fund managers
investment funds that have a different reference country than Sweden
may, without a licence under this Act, market units
or shares in one of the Manager managed non EEA-based
AIF to professional investors
here in the country. The marketing may be opened when the competent
authority of the country of reference has informed the trustee that a
notification of activities and a certificate stating that
the administrator has the authorization referred to in the directive on
managers of alternative investment funds, and where
scope of the authorisation and any restrictions of
management strategies is apparent, has been submitted to the
The Swedish financial supervisory authority. Law (2014:797).
Marketing to retail investors
§ 11 expiry date/U:den Government/
A non EEA aifm may, with the permission
by the Swedish financial supervisory authority, market units or shares of a
of the alternative investment Fund Manager managed to
retail investors in Sweden. For permission
required, in addition to those mentioned in section 10, that
1. the Fund complies with the requirements of Chapter 4. paragraph 2 of the first subparagraph, and
The aifm operates corresponding activities and
adequate supervision by a supervisory authority of the country where the
the trustee is established, or
2. the units or shares in the Fund are traded on
a regulated market or an equivalent market outside the EEA
and there is a Factsheet for fund that meet the requirements of
10 Cape. 2 §.
the entry into force of section 11/I:den day Government/
A non EEA aifm may, with the permission
by the Swedish financial supervisory authority, market units or shares of a
of the alternative investment Fund Manager managed to
retail investors in Sweden. For permission
It is required that
1. the Fund complies with the requirements of Chapter 4. paragraph 2 of the first paragraph,
or
2. the units or shares in the Fund are traded
on a regulated market or an equivalent market outside the
The EEA and a Factsheet for fund that meet
requirements of 10 Cape. section 2, and
3. the Manager
a) meets the requirements set out in section 10 and operates corresponding
activities and adequate supervision of a
supervisory authority of the country in which the nominee is established;
or
(b)) are allowed to market units or shares in the Fund to
professional investors under 10 g, 10 h, 10 in or
10 j §. Law (2014:797).
the entry into force of section 11/I:den day Government/
A non EEA aifm may, with the permission
by the Swedish financial supervisory authority, market units or shares of a
of the alternative investment Fund Manager managed to
retail investors in Sweden. For permission
It is required that
1. the Fund complies with the requirements of Chapter 4. paragraph 2 of the first paragraph,
or
2. the units or shares in the Fund are traded
on a regulated market or an equivalent market outside the
The EEA and a Factsheet for fund that meet
requirements of 10 Cape. section 2, and
3. the administrator may market units or shares in the Fund
to professional investors under this Act.
Law (2014:798).
12 §/expires U:den day Government/
A non EEA aifm may, with the permission
by the Swedish financial supervisory authority, market units or shares of a
alternative investment fund that complies with the requirements of Chapter 4. 5
paragraph to professional investors in Sweden
and such non-professional investors as defined in Chapter 4.
paragraph 5 of the second paragraph. Authorisation may be granted only if the requirements of section 10 is
met.
the entry into force of section 12/I:den day Government/
A non EEA aifm may, with the permission
by the Swedish financial supervisory authority, market units or shares of a
alternative investment fund that complies with the requirements of Chapter 4. paragraph 5 of the
the first subparagraph to those retail investors
as indicated in Chapter 4. paragraph 5 of the second paragraph. Authorisation may be granted only
If the requirements of section 10 is met or the Fund can be marketed
to professional investors in Sweden under 10 g, 10 h,
10 in or 10 j §. Law (2014:797).
the entry into force of section 12/I:den day Government/
A non EEA aifm may, with the permission
by the Swedish financial supervisory authority, market units or shares of a
alternative investment fund that complies with the requirements of Chapter 4. paragraph 5 of the
the first subparagraph to those retail investors
as indicated in Chapter 4. paragraph 5 of the second paragraph. Authorisation may be granted only
If the Fund can be marketed to professional investors in
Sweden under this Act. Law (2014:798).
Non EEA aifm branch activities or
cross-border activities
section 13/expires U:den day Government/
The operations in Sweden may be driven by a non
EEA aifm will set up a branch here in the country
or offering and performing services in Sweden from the country where the
the trustee is established. For the activities of aifm in
Sweden shall apply Chapter 4. 6 section at marketing
for other alternative investment funds than
1. such funds as may be marketed to
retail investors after a permit under section 11,
and
2. such funds as may be advertised after a permit under
section 12 in respect of such non-professional investors
as indicated in Chapter 4. paragraph 5 of the second paragraph.
In the case of activities that are operated by the branch in this country should
also, Chapter 8. 1, 19 to 21 and 23 sections apply.
In the event of a planned or already implemented, unplanned material
change to something that has been specified in the application for authorization
shall section 9 shall apply.
the entry into force of section 13/I:den day Government/
The operations in Sweden may be driven by a non
EEA aifm will set up a branch here in the country
or offering and performing services in Sweden from the country where the
the trustee is established. For the activities of aifm in
Sweden shall apply Chapter 4. 6 section at marketing
for other alternative investment funds than
1. such funds as may be marketed to
retail investors after a permit under section 11,
and
2. such funds as may be advertised after a permit under
section 12 in respect of such non-professional investors
as indicated in Chapter 4. paragraph 5 of the second paragraph.
In the case of activities that are operated by the branch in this country should
also, Chapter 8. 1, 19 to 21 and 23 sections apply.
In the event of a planned or already implemented, unplanned material
change to something that has been specified in the application for authorization
According to section 10, 11 or 12 shall section 9 shall apply. Law (2014:797).
the entry into force of section 13/I:den day Government/
The operations in Sweden may be driven by a non
EEA aifm will set up a branch here in the country
or offering and performing services in Sweden from the country where the
the trustee is established. For the activities of aifm in
Sweden shall apply Chapter 4. 6 section at marketing
for other alternative investment funds than
1. such funds as may be marketed to
retail investors after a permit under section 11,
and
2. such funds as may be advertised after a permit under
section 12 in respect of such non-professional investors
as indicated in Chapter 4. paragraph 5 of the second paragraph.
In the case of activities that are operated by the branch in this country should
also, Chapter 8. 1, 19 to 21 and 23 sections apply. Law (2014:798).
/Rubriken enters into force I:den day Government/
The management and marketing of alternative
investment funds in another country within the EEA
the entry into force of section 14/I:den day Government/
A non EEA aifm authorised in accordance with
paragraph 10 (a) intending to manage an alternative
Investment Fund established in another country within the EEA,
shall notify the financial supervision authority before such activities
starts first time. When the administration of such a fund is required
the aifm in accordance with his authorization under section 10 (a)
the paragraph has the right to manage the funds of a similar kind
it to be managed in the host country.
If the trustee intends to manage the Fund from Sweden
(cross-border activities), the notification shall include
1. indication of the country in which the aifm intends to
manage the Fund, and
2. a business plan detailing which services
the trustee intends to carry out and the Fund Manager
intends to manage.
If the trustee intends to offer and perform their services
through a branch in the host country (branch operations),
the notification, in addition to that provided for in the second subparagraph,
include information on
1. the branch's organization,
2. on the address in the home country documents can
be obtained, as well as
3. name and contact information of the branch's managers
management. Law (2014:797).
the entry into force of section 15/I:den day Government/
For the notification procedure, material changes
something that has been specified in a notice and
FSA prosecution applied Chapter 6. paragraphs 2 and 6.
The financial supervision authority shall, in addition to those mentioned in Chapter 6. section 2 of the
third paragraph, submit information to the European
Securities and markets authority that the administrator may
start managing the alternative investment fund in
the host Member State and shall inform the Agency and the competent
authorities if the inspection finds that an amendment referred to in
Chapter 6. section 6 are acceptable.
For the notification procedure regarding branch activities
even 16. section 2 of the second to fourth paragraphs. Law (2014:797).
the entry into force of § 16/I:den day Government/
A non EEA aifm authorised in accordance with
paragraph 10 (a) intending to market the units or
shares in one of the Manager managed the EEA-based options
Investment Fund for retail investors in another
country in the EEA, shall inform the financial supervision authority before
commencement of operations. Law (2014:797).
the entry into force of section 17/I:den day Government/
A non EEA aifm authorised in accordance with
paragraph 10 (a) intending to market the units or
shares in one of the Manager managed non EEA-based
AIF to professional investors in
another country in the EEA, shall inform the financial supervision authority
before operations begin. At such marketing is required
to
1. the financial supervision authority and the regulatory authority in the
the State where the Fund is established, see the appropriate
cooperation arrangements,
2. the country in which the Fund is established has taken the necessary
measures to prevent money laundering and the financing of
terrorism, and
3. between the State where the Fund is established, and Sweden
and the countries within the EEA in which the Fund should be promoted, there is a
written agreement that meets the requirements of article 26 of the
The OECD Model Tax Convention and
to ensure an effective exchange of information in
tax matters between the countries concerned. Law (2014:797).
section 18 entry into force date/I:den Government/
Notification of marketing under section 16 or 17
should contain
1. a business plan with information on the Fund to
marketed, where it is established and in which countries
the marketing should be done,
2. the Fund rules, instruments of incorporation or equivalent
documents,
3. indication of the Fund's depositary,
4. where the Fund is established, if
marketing refers to a feeder Fund to an alternative
Investment Fund,
5. an information brochure pursuant to Chapter 10. paragraph 1, and
6. information about the arrangements that have been established for
the marketing and, where appropriate, the actions
has been established to prevent the marketing is done
to retail investors.
For the notification procedure, material changes to any of the
specified in a notice and the FSA
processing applied Chapter 6. 5 and 6 sections. The Swedish financial supervisory authority
shall, in addition to those mentioned in Chapter 6. paragraph 5 of the third paragraph, leave
information to the European Securities and
market authority that the administrator may start marketing
the alternative investment fund in the host country, as well as
inform the Agency and the competent authorities concerned on the
the inspection finds that an amendment referred to in Chapter 6. section 6 is
acceptable and involve either some alternative
investment funds are no longer marketed or to
more alternative investment funds will
be marketed. Law (2014:797).
5 a Cape. /Kapitlet enters into force I:den day Government/
Reference country for non EEA aifm
Sweden as a mandatory reference country
1 § Sweden is a reference country for a non EEA-based
Aifm shall, if the manager shall
1. manage but not promote several EEA-based
alternative investment funds that are established here
in the country,
2. promote only an EEA-based options
Investment Fund, which has not authorised or
registered but which is intended to be marketed exclusively in this
the country,
3. promote only a non EEA-based options
Investment Fund and only in this country,
4. market several EEA-based alternative
investment funds in the EEA, and most of these funds are
intended to be actively marketed in this country, provided that:
not all are licensed or registered in any
other country, or
5. promote more non-EEA-based or more
EEA and non-EEA-based alternative
investment funds in the EEA, and most of these funds are
intended to be actively marketed in this country. Law (2014:797).
Sweden as a reference country after special decision
2 § Sweden may also be a reference country for a non-
EEA aifm in the cases referred to in paragraphs 3 to 7.
Law (2014:797).
section 3 of Sweden may be a reference country in administrations, without
marketing, of several EEA-based alternative
investment funds in several countries within the EEA, if
1. most of the funds are established in this country, or
2. the largest proportion of Fund assets are managed here in
the country. Law (2014:797).
4 § Sweden may be a reference country for the marketing of
only an EEA-based alternative investment fund in a single
country within the EEA, if
1. the Fund has been authorised or registered in this country,
or
2. the Fund is intended to be marketed in this country.
Law (2014:797).
§ 5, Sweden may be the reference country for the marketing of
only an EEA-based alternative investment fund in several
different countries within the EEA, if
1. the Fund has been authorised or registered in this country,
or
2. Sweden is one of the countries in which the Fund is intended to
actively marketed. Law (2014:797).
section 6, Sweden may be the reference country for the marketing of
only one non-EEA-based alternative investment fund in
several countries within the EEA, if Sweden is one of the countries
within the EEA in which the Fund is intended to be marketed.
Law (2014:797).
7 § Sweden may be a reference country in respect of the marketing of several
EEA-based alternative investment funds within the EEA as all
authorised or registered in the same country within the EEA,
If
1. the funds are authorised or registered in this country,
or
2. Sweden is the country where most of these funds are
intended to be actively marketed. Law (2014:797).
Decision on the reference country
§ 8 in the cases referred to in paragraphs 3 to 7, the aifm shall
ask the financial supervisory authority and the competent authority of the
all the other countries that are possible as the reference country
Decides to establish a reference country.
Law (2014:797).
§ 9 on a joint decision pursuant to section 8 have not been taken within the
one month of the request was submitted
or if the trustee has not been informed of the decision within
seven days from the time it was made, the trustee may himself
Choose a reference country on the basis of the criteria set out in any of
3 – 7 sections. Law (2014:797).
Review of the choice of reference country
paragraph 10 of the financial supervision authority shall hear the choice of the
reference country according to § 1 or 9 in connection with the examination of
the Manager's application for a permit under Chapter 5. 10 a of other
paragraph.
If the financial supervision authority finds that the choice of
reference land meets the criteria set out in paragraph 1 or 9,
the Inspectorate shall inform the European Securities and
markets authority and provide information on the trustee's
justification and marketing strategy.
The deadline in Chapter 3. section 8 of the first paragraph shall not run for
the time from when the financial supervisory authority has notified
The European Securities and markets authority to its
the authority has given his notice to the inspection.
Law (2014:797).
section 11 Of the FSA intends to, in contravention of a notice
from the European Securities and markets authority which
referred to in section 10, third paragraph, give the aifm authorised
According to Chapter 5. paragraph 10 (a), to the inspection
inform the authority and stating its reasons for doing so. In
where appropriate, the inspection also inform the competent
authority in the country where one of the administrator managed
alternative investment fund shall be marketed and competent
authority of the State where the Fund is established.
Law (2014:797).
Change of the reference country
section 12 of the aifm which, within two years from the
authorisation in accordance with Chapter 5. paragraph 10 (a) was granted,
intends to change its marketing strategy in such a
way to a new reference country may need to be designated, shall notify
This Swedish financial supervisory authority (finansinspektionen) before implementing the change.
Law (2014:797).
paragraph 13 of a notification under section 12, the aifm shall
1. specify and justify the choice of the new reference country on the basis of
the criteria of any of 1 and 3 – 7 sections,
2. recognise the new marketing strategy, as well as
3. Please provide information on the name of the legal representative
and place in the new reference country where he is established.
Law (2014:797).
paragraph 14 of the financial supervision authority shall examine the justification
According to section 13, and notify the European Securities and
markets authority about its analysis. The notification shall
include information about Manager's motivation for the choice of
new reference country and the new marketing strategy.
If the European Securities and markets authority and the
The Swedish financial supervisory authority finds that the aifm of new
reference land meets the criteria set out in either 1 and 3 – 7 sections,
the inspection shall inform the authority and the trustee, and
its original legal representative of its decision.
The financial supervision authority shall also notify the competent authority of the
the new reference country for the change and without delay
submit a copy of the authorisation and regulatory documentation
for aifm. Law (2014:797).
section 15 if the FSA's decision under section 14 is contrary
with the announcement from the European Securities and
markets authority shall inform the inspection authority
If the decision, stating its reasons for doing so. Where applicable
the inspection shall also inform the competent authority in the country
where one of the Manager managed alternative investment fund
will be advertised and authority in the country of the Fund
is established. Law (2014:797).
section 16 of the financial supervision authority shall request that the aifm
submit a notification of change of reference country under section 12,
If within two years of the date on which the permit was granted, it is apparent from
of the actual development of the Manager's activities in
The EEA to the trustee
1. do not have followed the original marketing strategy,
2. has submitted false information about it, or
3. have implemented changes without first having
informed inspection.
In chapter 14. provides for intervention against a
Aifm which has failed to comply with a request referred to in the first
paragraph. Law (2014:797).
section 17 Of the aifm to change its marketing strategy
After the date referred to in section 12, the administrator shall submit
a request to the FSA on the amendment of the reference country
on the occasion of the new strategy. In such a case be applied
13 to 15 sections. Law (2014:797).
Chapter 6. Swedish aifm activities abroad
Management of an alternative investment fund in a country in the
EEA, discretionary management of investment portfolios and
the provision of ancillary services
§ 1 an aifm authorised in accordance with Chapter 3. section 1 of that
intends to manage alternative investment fund
established in another country within the EEA or offer and
provide the services referred to in Chapter 3. paragraph 2 of the first
paragraph and second paragraph 1, 3 and 4 in another country in the
The EEA, shall inform the financial supervision authority before such activities
starts first time. When the administration of such a fund is required
the aifm in accordance with his authorization under Chapter 3. 1 §
has the right to manage the funds of a similar kind as that
shall be managed in the host country. At the offer and
the provision of such services is required to
The aifm is authorised under Chapter 3. section 2 and under
It has the right to provide services of the same type as
them to be offered and made available in the host country.
If the trustee intends to manage the Fund or offer and
provide the services from Sweden (cross-border
activities), the notification shall include
1. indication of the country in which the trustee intends to manage
Fund or offer and provide the services, as well as
2. a business plan detailing which services
the trustee intends to carry out and the Fund Manager
intends to manage.
If the trustee intends to offer and provide their
services through a branch in the host country (branch operations),
the notification, in addition to that provided for in the second subparagraph,
include information on
1. the branch's organization,
2. on the address in the home country documents can
be obtained, as well as
3. name and contact information of the branch's managers
management. Law (2015:397).
section 2 If the FSA deems that there is no reason to
the question that the aifm and their business will
to comply with the conditions laid down in this Act and other statutes
that regulates its activity, inspection, turn over
notification with attached documents to the competent
authority in the host Member State of the aifm
1. within one month of the notification of
cross-border activity as referred to in paragraph 1 of the second paragraph was
received, or
2. within two months of the notification of
Branch activities under section 1, third subparagraph.
The FSA will also hand over a written certificate
that the aifm is authorised to operate such
activities referred to in the directive on
alternative investment funds.
The financial supervision authority shall inform the
Aifm where the inspection leaves over
the notification.
If the financial supervision authority finds that there is no
There are conditions to hand over a secret,
shall notify the supervision authority decision on the
1. within one month of the notification referred to in
first paragraph 1 was received, or
2. within two months of the notification referred to in
first paragraph 2 was received.
Promotion of an alternative investment fund in another
country within the EEA
section 3, an aifm authorised in accordance with Chapter 3. section 1 of that
intends to market units or shares in one of
alternative investment Fund Manager managed to
professional investors in another country within the EEA,
notify the financial supervision authority prior to commencement of operations.
The notification shall include
1. a business plan with information on the Fund to
marketed, where it is established and in which countries
the marketing should be done,
2. the Fund rules, instruments of incorporation or equivalent
documents,
3. indication of the Fund's depositary,
4. where the Fund is established, if the
boosted Fund is a feeder Fund to an alternative
Investment Fund,
5. an information brochure pursuant to Chapter 10. paragraph 1, and
6. information about the arrangements that have been established for
the marketing and, where appropriate, the actions
has been established to prevent the marketing is done
to retail investors.
section 4 of the Marketing of an EEA-based feeder Fund to a
alternative investment fund may be made under section 3 only if
the Fund and its managers, the EEA-based.
4 a section/entry into force I:den day Government/
An aifm authorised in accordance with Chapter 3. paragraph 1 shall,
After notification to the financial supervision authority, to
professional investors in another country within the EEA
market units or shares in one of the trustee
managed non EEA-based alternative investment fund. At
such marketing is required to
1. the Manager and its activities likely to
comply with the requirements of this Act and the regulations
regulates activities,
2. between the FSA and the regulatory authority in the
the State where the Fund is established, see the appropriate
cooperation arrangements,
3. the country in which the Fund is established has taken the necessary
measures to combat money laundering and the financing of
terrorism, and
4. between the State where the Fund is established, and Sweden
and the countries within the EEA in which the Fund should be promoted, there is a
written agreement that meets the requirements of article 26 of the
The OECD Model Tax Convention and
to ensure an effective exchange of information in
tax matters between the countries concerned. Law (2014:797).
4 (b) the entry into force of §/I:den day Government/
For the notification procedure, material changes
something that has been specified in a notice and
FSA prosecution apply sections 5 and 6.
The financial supervision authority shall, in addition to those mentioned in paragraph 5 of the third
paragraph, to provide information to the European Securities and
markets authority about the marketing of a
other country within the EEA as well as inform the Agency of the
the inspection finds that an amendment referred to in paragraph 6 is
acceptable and involve either some alternative
investment funds are no longer marketed or to
more alternative investment funds will
be marketed. Law (2014:797).
§ 5 If the FSA deems that there is no reason to
the question that the aifm and their business will
to comply with the conditions laid down in this Act and other statutes
that regulates its activity, inspection, turn over
notification with attached documents to the competent
authority in the host Member State of the aifm within 20 working days
from the time a complete notification pursuant to paragraph 3 was
received.
The FSA will also hand over a written certificate
that the aifm is authorised to operate such
activities referred to in the directive on
alternative investment funds. The certificate will be the extent of the
Manager's condition is indicated and be provided whether or not
There are some restrictions on what investment strategies
that may be used.
The financial supervision authority shall inform the
Aifm where the inspection leaves over
the notification.
If the alternative investment fund to
marketed is established in another country within the EEA than
Sweden or the host country,
The FSA also inform the competent authority of the
the Fund's country if the intended marketing.
If the financial supervision authority finds that there is no
conditions for handing over the notification referred to
in the first subparagraph, it shall inform the inspection decision if, within
20 working days from the date the notification was received.
Material changes
section 6, an aifm which intend to make a substantial change
of something that is not specified in a notification referred to in 1 or 3
§ After operations have commenced, shall in writing
notify the financial supervision authority not later than one month before the
the change is implemented. In the case of an already completed,
However, unplanned change, a notification shall be made immediately after
such a change.
If the financial supervision authority finds that a change is acceptable,
inspection, without delay, inform the competent authority of the
The host country about the change.
If the financial supervision authority finds that the change may not be made,
the inspection shall, without delay, inform the administrator if
this.
In chapter 14. provides for intervention against a
Aifm which has carried out a substantial change in the battle
with this clause.
Activities in a country outside the EEA
section 7 an aifm authorised in accordance with Chapter 3. paragraph 1 shall,
with the permission of the financial supervision authority, a management option
Investment Fund which is established in a country outside the EEA but
not marketed within the EEA, if
1. There is reason to believe that the Manager will
meet all the requirements of this Act and other statutes
regulating business, and
2. There are appropriate arrangements for cooperation between
The financial supervisory authority and the supervisory authority of the country where
the Fund is established.
If the Administrator intends to make a substantial change of something
as specified in the application for a permit, the administrator
in writing notify the financial supervision authority before
the change is implemented. In the case of an already completed,
However, unplanned change, a notification shall be made immediately after
such a change.
Conditions referred to in the first subparagraph may be given even if the requirements of
Chapter 9. and 10 Cape. 4 – 7 sections are not met.
Chapter 7. Initial capital and own funds
Starting capital
1 § internal aifm shall have initial capital as at
the timing of the decision on authorisation corresponds to at least 300
000 euros.
An external aifm shall have initial capital as at
date of decision on conditions at least equivalent to
125 000 euros.
Capital requirements for ongoing operations
section 2 of the own funds of the aifm may during
activities shall not be less than the minimum initial capital
Nominees must have under section 1.
section 3, An aifm managing a fund Fortune
exceed an amount equivalent to EUR 250 million,
In addition to the initial capital as set out in paragraph 1 have the additional resource
in the capital base.
These additional funds shall be not less than 0.02% of
the amount by which the Fund's assets exceed an amount
the equivalent of 250 million euros. In the Fund's assets included
assets which the aifm has commissioned another
to manage but not assets which the aifm
manages on behalf of someone else. The aifm
equity capital, startup capital backing, however, need not be
higher than the equivalent of 10 million euros.
An aifm shall pay half of the additional funds
referred to in the first paragraph with a guarantee of equivalent
amount of the guarantee submitted by the
1. a credit institution or insurance undertaking established in a
country within the EEA, or
2. such a credit institution or insurance undertaking with
established in a country outside the EEA which is subject to supervision that is
equivalent to that in force in the EEA.
section 4 of the own funds of the aifm shall, nevertheless, referred to in
paragraphs 2 and 3, shall not be less than an amount equal to
25% of its fixed overheads of the preceding year
or, if the business has been going on for a shorter time
than a year, 25 percent of the fixed overhead costs as specified in
The business plan.
If the scope of activities of the aifm has changed
significantly since the previous year or if
The Swedish financial supervisory authority considers that the business plan needs to
corrected, the Inspectorate shall decide on amendment of the
the capital requirement referred to in the first subparagraph.
The amount of the equity capital to be invested in liquid assets
assets and must not contain speculative positions.
§ 5 to cover risks of liability due to
error or negligence in the activities of the aifm
performs on the basis of a licence pursuant to Chapter 3. § 1, shall
the administrator shall have either sufficient additional funds in
the capital base, or a liability insurance against
liability which is appropriate to the risks
that should be covered.
section 6, an aifm authorised in accordance with Chapter 3. paragraph 2 shall
This administration and the services which it performs have it
any additional capital for credit risks,
market risks and operational risks that under regulation
575/2013, Chapter 2. Act (2014:968) if special supervision
of credit institutions and securities companies and the law
(2014:966) on capital buffers are required of a securities company
with the corresponding activities.
For an aifm that perform discretionary management of
investment portfolios in accordance with Chapter 3. section 2, first paragraph
also apply other provisions of the European Parliament and
Council Regulation (EC) no 575/2013, the law (2014:968) if
special supervision of credit institutions and securities companies
and the law (2014:966) on capital buffers that are valid for a
securities companies with corresponding activities. Law (2014:991).
6 a of The provisions on supervision on a consolidated basis in articles
11 to 24 of Regulation (EU) no
575/2013 and the law (2014:968) if special supervision of
credit institutions and securities companies that apply for a
securities companies also applied for an aifm
According to Chapter 1. section 3. The provisions on capital requirements for
Aifm in this chapter shall be applied even on
group level. Law (2014:991).
The exception of fund management companies
section 7, with the exception of paragraph 4 as well as paragraphs 5 and 6
This chapter does not apply to aifm that are fund companies
with permission under the Act (2004:46) about mutual funds.
Chapter 8. The protection of investors and other operating rules
General requirements and principles
§ 1 When an aifm manages its activities shall
the trustee, in accordance with this Act and the regulations
governing the activities,
1. act honestly, fairly, professionally and in a manner
that best benefit the alternative investment fund and its
investors ' interests and maintaining public
confidence in the market, as well as
2. dispose of and effectively use the resources and procedures
necessary for the business to run smoothly.
Organisational requirements
section 2 of the aifm must have sound drivers for
1. the management of the business and accounting,
2. operation and management of their information systems, and
3. internal control.
The aifm shall in particular
1. establish and apply rules to employees ' own
transactions,
2. establish and enforce rules for investments
for the Manager's own account,
3. have procedures to ensure that each transaction
carried out for an alternative investment Fund Bill is
possible to reconstruct after the fact with respect to its
the origin, nature, party, time and place, as well as
4. have procedures to ensure that the assets of the
alternative investment funds Manager manages
invested in accordance with this Act and the regulations
regulating the business or the law of the country where the
the Fund is established, as well as fund rules, instruments of incorporation
or equivalent regulations.
Rules of procedure and instructions on the Division of labour between
corporate bodies
2 a of the obligation under Chapter 8. 46 (a) of the Swedish companies act
(2005:551) of the Board of Directors of a public company to annually
establish written rules of procedure for its work concerns
also for the Board in an aifm which is a private
joint-stock company. The same applies to the obligation in accordance with Chapter 8. 46 (b) §
the same law for the Board of Directors of a public company that in
written instructions specifying the Division of labour between
corporate bodies.
The Chairman of the Board shall see to it that the Board fulfils the
information listed in this section. Law (2014:550).
Liquidity management
section 3, an aifm shall have appropriate systems for
liquidity management and procedures for monitoring
liquidity risk, which makes it possible to ensure that the
alternative investment fund's liquidity profile is true
consistent with its underlying obligations. A
Aifm shall make regular stress tests which make it
possible to assess each Fund's liquidity risk during the
extraordinary circumstances.
The first paragraph does not apply to closed alternate
investment funds without leverage.
An alternative investment fund liquidity profile
redemption policy and investment strategy should be consistent
H2H.
The risk management function and risk management system
section 4 of the aifm must have a risk management function that is
separate from the Manager's operating units.
An aifm shall have appropriate risk management systems
can identify, measure, manage and monitor the risks
relevant for the alternative investment fund.
The aifm shall not unilaterally or mechanically rely
on credit ratings issued by the credit rating agencies
to assess the creditworthiness of the assets of the Fund.
Risk management systems should be reviewed periodically, and at least one
once per year.
An aifm risk management function shall in particular
1. ensure that an appropriate and documented
procedure to be applied in investments for the
alternative investment fund in order to
ensure that such investments are consistent with
the Fund's investment strategy, the objectives and risk profile,
2. ensure that the risks in each individual location and
their overall effect on the Fund continuously identified,
be measured, managed and monitored properly, and
3. ensure that the Fund's risk profile matches its
investment strategy and goals as reflected in
Fund rules, instruments of incorporation or equivalent
regulatory framework. Law (2014:1018).
The establishment of a maximum level of financial
leverage
§ 5 an aifm that employ leverage
shall for each managed alternative investment fund
fix
1. a maximum level for such leverage, and
2. the extent to which the right of use of collateral may
granted or guarantees may be provided under the arrangement for
financial leverage.
The limits which the aifm has established pursuant to the first
subparagraph shall be reasonable and the Manager must follow them at
each time.
section 6, if necessary, to reduce systemic risks in the
financial system and to reduce the risk of
disturbances on the market, the financial supervision authority shall decide on
1. restrictions on the level of leverage as a
Aifm may use in the management of alternative
investment funds, and
2. other constraints for the management of the funds.
The financial supervision authority shall, before the decision is announced, Exchange
information with the European Securities and
markets authority, the ESRB and the relevant
competent authorities, in accordance with article 25 of the directive
on alternative investment fund managers.
Rating
Valuation procedures
section 7 an aifm shall, for each managed options
Investment Fund ensure that there are appropriate and
consistent procedures for the proper and independent
the valuation of the assets of the Fund.
The valuation of the assets of an alternative investment fund
and the calculation of the net asset value (NAV) per share, or
share shall be made in accordance with the legislation of the country where
the Fund is established and, according to the Fund rules,
articles of association or equivalent regulations.
Measurement interval
section 8 an aifm shall value the assets in a
alternative investment fund and calculate the net asset value
(NAV) per unit or share. The valuation shall be carried out with the
regularity as is clear from the second and third paragraphs and
at least once a year.
For an open Fund be a measurement and calculation according to
the first paragraph also implemented on the basis of the appropriate
with regard to the assets of the Fund and its issuance and
inlösenintervaller.
For a closed-end Fund be a measurement and calculation according to
the first paragraph also implemented in conjunction with an increase or
reduction of the share capital of the Fund.
The alternative investment fund investors shall
be informed of the results of each assessment and calculation of
accordance with the legislation of the State where the Fund is
established and according to the Fund rules, instruments of incorporation
or equivalent regulations.
section 9 Of the administration of special funds case, instead of
§ 8, the resulting from 12 Cape. § 5.
The valuation function
section 10 of the aifm shall ensure that there is a
the valuation function for each alternative investment fund
the Manager manages. The valuation function must be internally
or externally organised in accordance with 11
and 12 sections.
The valuation shall be carried out impartially and professionally.
Requirements for internal rating
section 11 of the internal rating will be the
compensation schemes and other measures to ensure that
conflicts of interest and that undue influence on
the employees are avoided. The internal valuation shall be organized
so that it is functionally independent of
the portfolio management.
Requirements for external valuation
section 12 of the external valuation shall be carried out by a natural or legal
person who is independent of the alternative
Investment Fund, the aifm and other people with
closely related to the Fund or the Manager.
The aifm must demonstrate that the external assessor
1. subject to permit or registration requirement
by law, regulation or administrative provision, or by professional ethics
rules,
2. can provide sufficient professional guarantees that
the measurement can be carried out efficiently, and
3. has been appointed in accordance with section 14.
An alternative investment fund depositary may be
external assessors on the performance of its function
the depositary is kept separate from the task as assessors
and potential conflicts can be identified, handled,
monitored and reported to the Fund's investors.
An external valuer shall not instruct anyone else to perform
the valuation.
paragraph 13 of the rules on the official controls of
the valuation function, see Chapter 13. section 8.
Contract for work
General requirements for outsourcing
section 14 of the aifm must by subordination instruct someone
another to perform a task or function
(contract), if
1. the head of the agreement and the delegation structure within the
the rest can be justified on objective grounds,
2. the contractor is qualified for the task or
the function and have sufficient resources to
perform,
3. assignment agreement does not prevent
a) trustee from acting in investor interest,
or
b) supervision of the trustee, and
4. the aifm can monitor the delegated task
or function and provide the necessary instructions for sound
management and with immediate effect, terminate the
the assignment agreement, if it is in the investors ' common
interest.
Delegation may not take place to the extent that
The aifm in practice can no longer be considered to act as
Manager of the alternative investment fund.
The aifm shall inform the financial supervision authority if the
contract agreement before the contractor begins to carry out the
tasks or functions for which the contract was concluded.
section 15 at the contract under section 14 of the aifm shall
continuously monitor the information or functions performed
by the contractor.
Contract regarding portfolio or
risk management
section 16 of the contract covering portfolio management or
risk management may only be concluded in the circumstances
set out in paragraph 14 and only with contractors who are authorised
for discretionary portfolio management for financial
instruments or registered as managers of assets
and are subject to supervision.
Despite the first paragraph, contract referred to therein shall be concluded
with someone else, provided that the conditions set out in that paragraph is not
can be met, that the contractor has the potential for
to perform the tasks or functions in a
satisfactory way and that it is otherwise appropriate
that delegation takes place. In such cases, it is required that
The financial supervision authority has approved the assignment agreement before
the contractor begins to carry out the tasks or functions
to which the contract relates.
If the contractor is not established in a country in the EEA
required, in addition to the conditions set out in the first subparagraph, that there is a
cooperation between financial supervisory and regulatory authority in
the country in which the contractor is established.
section 17 of such a mission as referred to in section 16 must not be given to
the alternative investment fund depositary or
to the person who by contract or sub-delegation performs
any of the depositary's tasks.
If such a task as referred to in section 16 is given to someone whose
interests may conflict with the interests of the aifm
or with the Fund's investors ' common interests, should
the contractor
1. keep portfolio management or
risk management information functionally and hierarchically
separated from the incompatible data, and
2. identify, manage, and monitor any
conflicts of interest and report them for the Fund's
investors.
Sub-delegation
18 § a contractor may further delegate some tasks and
functions to another provided that:
1. Aifm shall have approved such a
delegation,
2. the aifm has informed the financial supervision authority before
the tasks or functions to be subdelegated only starts
be performed, and
3. the contractor shall continuously monitor the performance of the
authorising the data or functionality.
By subdelegation shall also apply paragraphs 14 and 17 in respect of those
to which tasks or functions have been delegated
respective subdelegated.
If the to which certain tasks or certain features have
subdelegated in turn instructs another to perform
such information, the terms of the first and second
two paragraphs in relation to it to perform the tasks
or features.
Codes of conduct, etc.
Conflicts of interest
section 19 of the aifm shall take all reasonable steps
to avoid conflicts of interest and to identify,
manage and report those who nevertheless arise.
An aifm shall have organizational and administrative
system that prevents the alternative investment fund
interests or its investors ' common interests
adversely affected by conflicts of interest.
An investor in an alternative investment fund must not be used
more favourable terms than other investors, if not
evidenced by the Fund rules, instruments of incorporation or
the corresponding regulations.
section 20 of the actions which the aifm has taken under
19 § are not sufficient to prevent investor
interests may be harmed, the administrator clearly
inform investors about the nature or cause of
conflicts of interest before the administrator performs any services
on their behalf.
An aifm shall take measures to prevent the
problems that cause to investors ' interests can be
damaged.
Primary brokers
21 § If an aifm using a primary broker
services, conditions of cooperation set out in a written
agreements. In the agreement, in particular if there is
opportunities for the transfer and reuse of the
alternative investment fund's assets. The agreement shall not
conflict with the Fund rules, instruments of incorporation or
the corresponding acquis and should contain a provision that
the Fund's custodians should get part of the contents of
the agreement.
Replacement system
section 22 of the aifm must have a compensation system that
promotes sound and effective risk management.
Specific requirements for aifm authorised for
discretionary management of investment portfolios
section 23 of the aifm with permits for discretionary
management of investment portfolios may not place a
investors ' assets in an alternative investment fund
the nominee directly or on someone else's behalf manages,
unless the investor has approved this in advance.
Professional secrecy
section 24 individuals ' conditions to an alternative
Investment Fund, an aifm or a
the depositary shall not improperly disclosed.
In the public activities apply instead the provisions
in publicity and secrecy (2009:400).
Obligation to provide data
section 25 of the aifm and the depositary is obliged
to disclose information about an individual's circumstances to
the trustee and the Institute, if during an investigation in accordance with
the provisions concerning pre-trial investigation in criminal matters requested by the
investigators or if, in the case of legal
assistance in criminal matters at the request of another State or a
International Court requested by prosecutors.
Provisions on the obligation of aifm and
custodian to send information to the chief guardian
see Chapter 16 of the. 10 a § parental code.
Message ban
section 26 of The investigators or prosecutors request
information under section 25 may decide that the aifm or
the custodian and Manager's or institution's
Directors and employees shall not disclose to the customer
or for any third parties that information has been provided in accordance with
section 25 or that there is an investigation or case
on legal assistance in criminal matters.
Such a ban may be communicated if required to a
investigation of crimes should not be compromised or to meet
an international agreement which is binding for
Sweden.
The ban should be limited in time, with the possibility of
extension, and may not be for longer than is
justified by the purpose of the ban. In a case
on legal assistance in criminal matters may, however, the ban be limited
only if the State or international court applied for
legal assistance agrees to this.
If a prohibition is no longer justified with regard to the purpose of the
with the ban, the-patient basis or the Prosecutor
decide that the ban is repealed.
The liability provision
paragraph 27 of the fined person who willfully or through gross
negligence violates a prohibition notice under section 26.
Liability
Liability in General
section 28/expires U:den day Government/
Such aifm referred to in Chapter 3. or Chapter 5.
1 or 2 § should replace an injury that Manager or a
contractors have added the additional
Investment Fund or its investors by violating
1. this Act, regulations governing
The activities of the aifm or national rules in
Manager's home country that implements the directive on
alternative investment funds,
2. the Fund rules, instruments of incorporation or equivalent
regulations, or
3. the articles of association or the internal instructions that have their
because in a Constitution regulating the Manager's
activity.
Agreements which restrict a non-professional
Investor's right under the first paragraph is without effect. The
does not apply to such non-professional investors
specified in Chapter 4. paragraph 5 of the second paragraph.
the entry into force of section 28/I:den day Government/
Such aifm referred to in Chapter 3. or Chapter 5.
section 1, section 2, or 10 a of the second paragraph, replace a damage
Manager or a contractor has added the
alternative investment fund or its investors through
to violate
1. this Act, regulations governing
The activities of the aifm or national rules in
Manager's home country that implements the directive on
alternative investment funds,
2. the Fund rules, instruments of incorporation or equivalent
regulations, or
3. the articles of association or the internal instructions that have their
because in a Constitution regulating the Manager's
activity.
Agreements which restrict a non-professional
Investor's right under the first paragraph is without effect. The
does not apply to such non-professional investors
specified in Chapter 4. paragraph 5 of the second paragraph. Law (2014:797).
Compensation at financial advice
section 29 of the Act (2003:862) about financial advice to
consumers are specific provisions for damages in
financial advice as a trader provides a
consumer and involving the placement of the consumer's
assets in financial instruments.
Damages in contract
30 of A contract in accordance with §§ 14-18 shall not affect
The aifm's liability for damages pursuant to section 28.
An external assessors are under section 31, second paragraph in some cases
liable to the aifm for losses
the Manager has done.
Damages by rating
section 31 of the aifm is responsible under section 28 of the
alternative investment fund and its investors to
the Fund's assets be valued correctly, to calculate the Fund's
net asset value (NAV), and to publish this
value.
An external valuer is responsible to the aifm to
losses the trustee has suffered as a result of
assessor intentionally or negligently failed to
carrying out their tasks.
Agreement that restricts the right of a retail investor
in accordance with the first subparagraph or the right under
the second paragraph is without effect. It does not apply to such
non-professional investors as defined in Chapter 4. paragraph 5 of the second
paragraph.
/Rubriken enters into force I:den day Government/
Choice of law, jurisdiction, and service
the entry into force of § 32/I:den day Government/
On the legal relationship between an investor who has
resident within the EEA and a non EEA aifm should
the law of the country of reference apply, if
the legal relationship related to the investor's rights or
obligations as owners of units or shares of a
alternative investment fund.
In such a legal relationship referred to in the first subparagraph
between an investor referred to therein and a non EEA-based
alternative investment funds that are marketed in Sweden,
the law of the home Member State or the reference country for the aifm
who manages the Fund is applied.
In the cases referred to in the first and second subparagraphs shall, however,
agreed that the law of another country, particularly within the EEA
applied. A term if the law of a country outside the
The EEA shall apply to the legal relationship is invalid.
Law (2014:797).
the entry into force of § 33/I:den day Government/
A dispute over a legal relationship involving an investor's
rights or obligations as owners of shares
or shares in an AIF shall be taken up by the
a Swedish court, the dispute is between an investor who has
resident within the EEA and
1. a non-EEA aifm having Sweden as
reference country, or
2. a non-EEA-based alternative investment fund
marketed in Sweden. Law (2014:797).
the entry into force of § 34/I:den day Government/
If there is no court which, according to
the code of judicial procedure is competent to take up a dispute referred to in
33 section when there is Swedish jurisdiction under this Act, is
The Stockholm District Court has jurisdiction. Law (2014:797).
the entry into force of § 35/I:den day Government/
A term that the courts in a country outside
The EEA should be competent to examine such a dispute as referred to in section 33
is invalid. Law (2014:797).
36 entry into force § I:den/day Government/
A non EEA aifm having Sweden as
reference country may be notified by the trustee's legal
representative. Law (2014:797).
Chapter 9. Depositary
General provisions concerning the depositary
§ 1 An aifm shall for each option
Investment Fund Manager manages to ensure that it
appointed a custodian.
section 2 of a depositary shall act honestly, fairly,
independent and professionally and exclusively in the
alternative investment fund and investor interest.
The depositary shall keep business as
Depositary separated from activities that may be
conflict with aifm, Fund or investor
interests.
The depositary shall identify, manage and monitor
any conflicts of interest. Such conflicts,
recognised for the Fund's investors.
Written agreement
section 3 of the aifm or the alternative investment fund
and the depositary shall conclude a written agreement
regulates the relationship between the parties. The agreement, among
Others regulate the exchange of information and the coordination
necessary for the Institute to carry out its tasks for the
on behalf of the Fund in accordance with the requirements of this Act and other
constitutions.
EEA-based alternative investment mutual funds
depositary
paragraph 4 a depositary of an EEA-based options
Investment Fund shall be
1. a credit institution which
(a)) has its registered office in the EEA, and
(b)) has the authorization referred to in the European Parliament and of the Council
Directive of the EU,
2. an investment firm
(a)) has its registered office in the EEA,
(b)) are subject to the capital requirements in accordance with article 92 of the
Regulation (EC) no 575/2013, and
(c)) has the authorization referred to in the European Parliament and of the Council
Directive 2004/39/EC, including to provide
ancillary services relating to the storage and handling of
financial instruments for the account of clients referred to in
point 1 in part B of annex I to the directive, and that
have own funds equivalent to the initial capital as set out in
Article 28(2) of Directive EU, or
3. another institution that is under continuous supervision and
as of 21 July 2011 belongs to the categories that have been accepted
as the depositary pursuant to European Parliament and Council
Directive 2009/65/EC;
The depositary shall be established in the additional
Investment Fund's homeland. Law (2014:991).
Non-EEA-based alternative investment mutual funds
depositary
§ 5 a custodian for a non EEA-based options
Investment Fund shall be
1. a credit institution referred to in paragraph 4(1) 1,
2. an investment firm referred to in paragraph 4(1) 2,
3. a credit institution which is established outside the EEA, or
4. an investment firm established outside the EEA.
If the depositary is such an institution or company
referred to in the first subparagraph of paragraph 3 or 4, the requirements of section 6, be
met.
The depositary shall be established in the country outside
The EEA where the alternative investment fund is established or
of the home Member State of the aifm managing the Fund.
Special requirements for depositories outside the EEA
section 6 of the depositary is established outside the EEA,
at any point in time
1. subject to effective regulation, including
minimum capital requirements, and effective oversight of the activities of
same effect as EU law and
2. under the terms of a contract be liable to the additional
Investment Fund or its investors in accordance with
17 – 20 sections and explicitly committed itself to comply with the terms
in 13-16 sections.
There should be a written agreement on cooperation and
Exchange of information between the competent depositary
authorities and the competent authorities of the countries in
The EEA where the units or shares of a non-EEA-based options
the investment fund is to be marketed and, if it is not
one of those authorities, the competent authority of
The country of origin.
There should be a written agreement that complies with
the requirements of article 26 of the OECD model tax
income and capital and to ensure an effective
Exchange of information in tax matters between the country where the
the depositary shall be established and the countries within the EEA where
units or shares of a non-EEA-based options
the investment fund is to be marketed and, if it is not
one of these countries, the country of origin.
The country in which the depositary is established shall also have
taken the necessary measures to counter money laundering
and the financing of terrorism.
Depositary for certain types of closed alternate
investment funds
section 7 also other than those referred to in paragraphs 4 and 5 may be appointed
to the custodian of an alternative investment fund,
If
1. the investors in the Fund have no right to redemption under five
years from the initial investment, and
2. the Fund according to their investment policy
a) generally invest in assets other than those
requires custody, or
b) generally invests in issuers or non-listed companies
to acquire the control pursuant to Chapter 11.
A natural or legal person may be appointed to
the depositary for such alternative investment fund
referred to in the first subparagraph, if the
1. the function of the depositary is a part of the
natural or legal person's professional or
business activity for which the applicable registration requirements
by law, regulations or rules of professional conduct,
and
2. There are financial and professional guarantees to
the relevant depositary tasks and associated
commitments can be carried out effectively.
Restrictions due to conflicts of interest
section 8 an aifm shall not be appointed as depositary.
A primary broker who acts as counterparty to an alternative
Investment Fund shall not be appointed as depositary of
Fund, if not business as depositary is held
separate from the provision of services as
primary brokers. Such a primary broker must also have procedures
to be able to identify, manage, monitor and report
potential conflicts of interest for fund investors.
The depositary's tasks
The monitoring of money flows
section 9 of the depositary's function is to monitor the
alternative investment fund's cash flows.
The depositary shall in particular ensure that all
payments from investors has been received and that all
cash and cash equivalents in the alternative investment fund has
posted in cash accounts that have been opened in the Fund's name or
in the aifm or the name of the depositary
on behalf of the Fund.
Cash accounts are referred to in the second subparagraph shall be opened in such a
entity referred to in article 18(1)(a), (b) or (c) of Commission
Directive 2006/73/EC of 10 August 2006 implementing
of the European Parliament and Council Directive 2004/39/EC as
regards organisational requirements and operating conditions for the
investment firms, and defined terms for the purposes of the
the directive. The settlement accounts may also be opened with any other
device of the same type in markets where such accounts is required, if
the device is subject to effective regulation and supervision of
the operations, which have the same effect as EU law and which
maintained in accordance with the principles set out in article 16 of the said
directive.
If the settlement account opened in the name of the depositary
on behalf of the Fund, receives funds belonging to the depositary
or such entities referred to in the third paragraph does not exist
on the same account.
Storage of the alternative investment fund assets
section 10 of the depositary shall
1. hold in custody
a) all financial instruments that can be recorded on a
account for financial instruments that have been created at
the depositary, and
b) all financial instruments that can be delivered to
the depositary, as well as
2. check the, for the alternative
Investment Fund or the Fund's ownership of the
other assets and bring and keep an updated record
over them.
The depositary shall not without the prior approval of
The aifm or dispose of the Fund assets
referred to in the first subparagraph, for its own account.
11 § to discharge their duties under section 10 of the first
paragraph 1 shall ensure that all depositary
financial instruments are recorded in a separate account with
Institute in the alternative investment fund's name, or
in the name of the Fund, and in accordance
with the principles set out in article 16 of Commission directive
2006/73/EC.
In order to carry out its functions under section 10 first paragraph 2
the depositary shall post information or documents
from the aifm or Fund as well as other available
documents to a basis for its assessment of ownership of
the assets.
Other duties of the depositary
section 12 of the depositary shall, in addition to 9 and
10 section, execute the instructions, if they are not
contrary to the provisions of this law or other
Constitution, rules, statutes or
the corresponding regulations, and ensure that
1. the sale, issue, re-purchase, redemption and cancellation of
units or shares of the alternative investment fund
carried out in accordance with this Act and the Fund rules;
the articles of association or equivalent regulations,
2. the value of the units or shares in the Fund are calculated
in accordance with this Act and the Fund rules, instruments of incorporation
or equivalent regulatory framework,
3. in transactions involving an alternative
investment fund assets be paid to fund without
delay, and
4. the Fund's income is applied in accordance with the provisions of this law
and fund rules, instruments of incorporation or equivalent
regulatory framework.
Contract for work
General requirements for outsourcing
paragraph 13 of the depositary may not instruct anyone else to
perform other tasks than the storage of assets and
control of ownership pursuant to section 10.
The delegation referred to in the first subparagraph shall require that
the depositary
1. can show that there is an objective reason for delegation
of the data and that the intention is not to circumvent the requirements of
This law,
2. have acted with due skill, care and
care in the selection of contractors, and
3. regularly monitor the contractor and his routines
regarding delegated tasks.
Other terms and conditions of contract
section 14 of the depositary shall, in addition to those mentioned in paragraph 13 of
and subject to section 15, satisfy itself that the
the contractor
1. have the structure and the necessary expertise in
According to the mission,
2. If the assignment relates to custody data, are covered by a
effective regulation, including minimum capital requirements, effective
supervision over activities in the jurisdiction concerned and the
regular external review to ensure that they
financial instruments available in the contractor's
possession,
3. hold the entrusted assets separate from their own, and
other people's assets so that they can identify,
4. using the alternative investment fund assets
only if the aifm or Fund has given its
approval and after notification to the depositary,
as well as the
5. comply with the General obligations and respect the
prohibitions set out in 1, 2, 10 and 11 sections.
Specific provisions on the assignment agreement relating
custody data outside the EEA
section 15 where the laws of a country outside the EEA requires that
certain financial instruments in custody of a local device
and there is no such device that meets the requirements of
14 § 2 Nevertheless, the depositary may delegate
custody functions for your device. However, this must be done
only to the extent which is necessary according to the country's
legislation and only as long as it is not local
devices that meet these requirements.
For delegation within the meaning of the first subparagraph is required in addition to
1. the alternative investment fund's investors, before they
made his investment, have been correctly informed that
the delegation is necessary according to the country's legislation and
If the circumstances justifying the delegation, and
2. the aifm or Fund has given instructions to the
the depositary to delegate the custodian safekeeping of the
financial instruments to a local drive.
Sub-delegation
16 § contractors may in turn entrust someone else
to perform tasks in accordance with section 13 (sub-delegation), if
all the conditions laid down for the depositary's
delegation is satisfied.
The depositary's liability
Liability in case of loss of financial instruments
in custody
section 17 Of the depositary or a contractor has
lost financial instruments held in custody pursuant to paragraph 10 of
the first subparagraph of paragraph 1, the institution shall without undue delay
return the financial instruments of the same kind or a
amount equivalent to the value of the alternative
Investment Fund or the aifm on behalf of the Fund.
The depositary is not liable under the first subparagraph
If the institution can show that the loss is caused by an external
event beyond the reasonable control of the institution, and whose
consequences were impossible to avoid in spite of all reasonable
efforts have been made. The custodian is also not
liable if the prerequisites according to 20 or 21
section are met.
Liability for other damages
section 18 Of the alternative investment fund or its
investors inflicted damage other than that referred to in section 17
by the depositary or a contractor
intentionally or negligently infringes this Act or
regulations governing its activity, the Institute
replace the damage.
Liability in contract
section 19 of an assignment agreement in respect of the storage of assets and
control of ownership under section 10 does not deprive
the depositary its liability under this Act.
This is true even if the contractor has the latter
the task referred to in section 16.
section 20 Notwithstanding that stated in § 19, custodian
release from liability for the loss of financial instruments
the depot stored by a contractor, if the institution can show
to
1. all the requirements for delegation of 13 and 14 sections are
met,
2. There is a written agreement between
the Institute and the contractor expressly transfer
responsibility to the contractor and makes it possible for
The aifm or the alternative investment fund,
or the institution on their behalf, to make a claim against
the contractor, and
3. There is a written agreement between the Institute and the
The aifm or fund expressly allows, and
establishes an objective reason for discharge for
Institute.
section 21 Of the depositary has delegated
custody duties under section 15, the institution may be exempted
from liability for loss of financial instruments, if
1. the alternative investment fund's Fund rules,
articles of association or equivalent regulations expressly
allow such waiver,
2. the Fund's investors, before they made their investment,
been properly informed about the possibility of and
the conditions of such a waiver,
3. the aifm or Fund has given instructions to the
the custodian if the custodian to custody of delegate
financial instruments to a local drive in the country,
4. There is a written agreement between the depositary
and the aifm or fund that specifically allows a
such an exemption, and
5. There is a written agreement between the depositary
and the contractor expressly transfers the responsibility to
the contractor and makes it possible for the aifm or
Fund, or institution on their behalf, to produce
claims against the contractor for loss of financial
instruments.
Liability of depositary for special funds
section 22 Of the depositary for special funds case, in
rather than that set out in sections 17 to 21, that the Institute should
replace an injury inflicted on a unit owner or a
Aifm by depositary violated this
the law or the Fund rules.
Locus standi
section 23 of the proceedings concerning the depositary's liability may be brought by the
alternative investment fund or of the aifm,
Depending on the legal nature of the relationship between
depositary, the aifm and the investors are
designed.
The depositary's duty to disclose
section 24 a custodian shall, at the request of the competent
authority with all information which the institution has been at the
the execution of custody and that the alternative
Investment Fund and the competent authorities
may need. The competent authorities of the depositary shall
promptly provide the information received to the Fund's
and the competent authorities.
10 Cape. Information requirements
Information brochure
1 § for each EEA-based alternative investment fund
Aifm manages, and for each option
Investment Fund Manager market within the EEA, the
be a current prospectus.
The information brochure will contain information about
1. the Fund's investment strategy and objectives as well as the
circumstances under which these or the investment policy
can be changed,
2. where the Fund is established if the Fund is a feeder Fund
to an alternative investment fund and information about where
the underlying funds are established for the Fund is a
Fund-in-trust,
3. the asset classes which the Fund may invest in the Fund and
risk profile, including information about the use of financial
lever,
4. the most important legal consequences of an investment in
the Fund,
5. aifm, custodians, auditors and other
service providers,
6. liability insurance or the funds available in accordance with
Chapter 7. § 5 to cover possible damages claims,
7. delegation of management and storage functions,
8. policies and procedures for the valuation of the assets of the
the Fund,
9. management of liquidity risks and redemption rights and
procedure and conditions for the issuance and sale of
units or shares;
10. fees and all other costs, and the maximum amount of
direct and indirect fees and expenses charged to the
the Fund's investors,
11. the Manager's principles for equal treatment of investors
and the right to more favourable conditions for any investors in
the Fund,
12. the Fund's primary broker as well as relevant arrangements between the
such brokers and Fund;
13. how and when regular information about Fund under 9
and 10 sections,
14. the latest annual report under paragraph 4 and the latest
estimated net asset value (NAV), or the market value of
the Fund's shares, and
15. historical returns.
For an alternative investment fund subject to a requirement
to publish a prospectus need aifm only
provide information referred to in the first subparagraph, that is not already
shown in the prospectus.
Fact sheet
2 section For alternative investment funds which the aifm
market to retail investors in Sweden
There shall be a current fact sheet.
The fact sheet, in a comprehensible manner and in
Summary contain the basic information
needed for investors to assess the Fund and the
risk associated with investing in it.
The contents of the white paper should be fair and transparent and
must not be misleading. It should be consistent with
the relevant parts of the prospectus.
Of the fact sheet, the Fund's legal position.
Provision of information on alternative
investment funds marketed to retail
investors in Sweden
3 § the information brochure and fact sheet shall on request
free of charge provided the who intends to buy shares
or shares in an AIF which
marketed to retail investors in Sweden.
The buyer shall, with the exception of the cases referred to in Chapter 8. 22 (a)
§ Act (2007:528) securities market, even without
the request provided the fact sheet in advance of the agreement
concluded.
If the aifm by marketing offers the public
to purchase units or shares of an alternative
Investment Fund referred to in the first subparagraph, it shall by
the offer shall state that there is a fact sheet and a
information booklet and where these are available.
If information is not provided in accordance with paragraph 2, and
the first and second subparagraphs of this paragraph, shall
the Marketing Act (2008:486) applied, with the exception of
the provisions of sections 29 to 36 on market interference charge. Such
information shall be deemed to be substantial under section 10 third
subparagraph, the law.
Annual report
4 § an aifm shall, within six months from the end of
each fiscal year, provide an annual report for each
1. The EEA-based alternative investment fund manager
manages, and
2. alternative investment fund manager market
within the EEA.
The annual report shall be submitted to the Fund's
investors. The annual report shall be made available to
The financial supervisory authority and, if the Fund's country of residence is not Sweden,
the competent authority in the home country.
An aifm managing one options
investment fund subject to a requirement that the
publish an annual report in accordance with
European Parliament and Council Directive 2004/109/EC of 15
December 2004 on the harmonisation of transparency requirements in relation to
information about issuers whose securities are admitted to
trading on a regulated market and amending Directive
2001/34/EC, as last amended by Directive 78/EU, on
request by the Fund's investors leave the complementary
information referred to in paragraph 5, if not already apparent from
the annual report.
paragraph 5 of the annual report should contain
1. a balance sheet or other statement of assets and
liabilities,
2. a statement of income,
3. an activity report,
4. information on material changes in the information
which shall be submitted in accordance with 1, 9 and 10 sections, and
5. information about employee benefits.
Information on the accounts in the annual report shall
be prepared in accordance with
1. the provisions on accounting in the alternative
Investment Fund's country of origin or, in the case of a non
EEA-based alternative investment fund, in the country where the
the Fund is established, and
2. the Fund rules, instruments of incorporation or equivalent
regulatory framework.
6 § Information on remuneration in accordance with paragraph 5 of the first
paragraph 5 should contain
1. the total amount of remuneration to the
employees during the year, broken down into fixed and variable
restorations with an indication of the number of replacement recipients, and
2. the total amount of compensation to the
Executive management and such employees as the essential
affect the alternative investment fund's risk profile.
If the Fund has paid out special profit-sharing,
information and transaction data for profit share
left.
section 7 of the aifm or the alternative
Investment Fund's auditors shall examine the accounts
is the basis for the annual report. The review should
be carried out by authorized or approved auditor or of any
with permission to carry out a statutory audit in another State
within the EEA. The auditor's report, including any representations,
should be reproduced in the annual report.
The audit of financial statements in the annual report for a non
EEA-based alternative investment fund may be carried out in
accordance with the international auditing standards
applicable in the country where the Fund is established.
Information on the depositary's liability
section 8 an aifm shall inform investors prior to the
invest in an alternative investment fund, if there is
contract by which the depositary has free prescribed itself
from liability for loss of financial instruments
custody of third parties.
An aifm shall, without delay, inform investors about
amendments relating to the depositary.
Information about the risk and liquidity management
§ 9 the aifm shall for each EEA-based options
Investment Fund Manager manages and for each
alternative investment fund manager market within
The EEA is regularly to provide information to investors about
1. the proportion of non-liquid assets in the Fund,
2. changes in the Fund's liquidity management, and
3. the Fund's current risk profile and the risk management system
applied.
Information about financial leverage
section 10 of The aifm managing the EEA-based alternative
investment funds that use leverage or as
in the EEA market alternative investment funds
using leverage, for each such fund
regularly provide information to investors about
1. the total amount of the financial leverage that
the Fund used,
2. changes in the maximum level of leverage which
the trustee may use for the Fund, and
3. the right to dispose of the collateral or other guarantees
has been provided under the financial leverage.
11 kap. Especially if the acquisition of unlisted companies and
issuers
Control of non-listed companies
§ 1 an alternative investment fund has control over a
non-listed company, if the Fund holds more than five tenths of
voting rights for all of the shares in the company.
In the calculation of an alternative investment fund holdings
the following shares in the privately held company is equated with
the Fund's own, namely shares held by
1. other alternative investment funds managed by the
same aifm managing Fund, if there is a
agreement between them relating to the control of
the company,
2. alternative investment funds managed
of other aifm, if there is agreement
between them regarding control of the company,
3. company controlled by the Fund, and
4. other, natural or legal persons who hold
shares in the company in his own name but as acting for the Fund's
account or for a company controlled by the Fund.
Calculation of the proportion of the voting rights must be made with
the basis of all the shares that the unlisted company
has released, even if the right to vote of certain shares cannot
be exercised.
It referred to the verification under this section applies
only the provisions of this chapter.
Control over issuers
section 2 of the alternative investment fund has control over a
issuer based in Sweden if the Fund holds shares
represent at least three-tenths of the votes for all
shares of the issuer. When calculating the holding to 1 §
the second and third subparagraphs shall apply.
For issuers whose registered office is in another country within the EEA,
control shall be determined according to the applicable in that country
policies.
It referred to the verification under this section applies
only the provisions of this chapter.
Except for some businesses
section 3 of this chapter on control of non-listed
companies shall not apply to investments in
1. small and medium-sized enterprises within the meaning of
Article 2.1 of the annex to Commission recommendation
2003/361/EC of 6 May 2003 concerning the definition of
micro, small and medium-sized enterprises, or
2. special purpose vehicles whose purpose is to acquire, possess or
manage real estate.
Intelligence and information
4 § the aifm shall inform the financial supervision authority when
acquisitions and divestments of shares in an unquoted companies
means that the holding of an alternative investment fund
the trustee manages the reaches, exceeds or falls below the
10, 20, 30, 50 or 75 percent of the voting rights for all
shares in the company.
§ 5 When an alternative investment fund has achieved control
over a non-listed company, the aifm shall notify
The Swedish financial supervisory authority, the non-listed company, and the company's
famous shareholder.
The notification shall include information on
1. the number of votes that are controlled,
2. how the acquisitions led to control achieved has
occurred, including the shareholders and
any natural or legal person who has the right to exercise
the right to vote on their behalf and any chains of
companies through which voting rights are actually held, and
3. the date on which control was achieved.
The aifm shall, in a notice to a non-listed
company may request that the Board of Directors of the company, without undue
delay the information referred to in the second subparagraph
to the employees ' representatives or, in the absence of
such, the employees.
section 6 of the aifm shall submit a notification under 4
or section 5 as soon as possible and at the latest 10 working days
After holding has reached, exceeded or fallen
below a threshold and control has been achieved.
section 7 When an alternative investment fund has achieved control
over a non-listed company or an issuer,
The aifm shall inform the financial supervision authority, the company and
the company's famous shareholder.
The notification shall include information on
1. the aifm which either individually or through a
agreement between them manage it or the alternative
investment funds that have achieved control of the company,
2. the policy for preventing and managing
conflicts of interest, in particular between the aifm, Fund
and the company, including information on the specific
protective mechanisms set up to ensure that all agreements
between the Manager or Fund and the company entered into
normal market conditions, and
3. the policy for external and internal
communication relating to the company, in particular as regards the
employees.
The aifm shall, in the notification to the company request
to the Board of Directors, without undue delay, provide the information
referred to in the first subparagraph to employee representatives
or, in the absence thereof, the employees.
section 8 When an alternative investment fund has achieved control
over a non-listed company, the aifm shall inform
1. the company and the company's known shareholders of their intentions
the company's future operations and expected
effects on employment, including substantial changes
in terms of employment and request that the Board of Directors of the company
informs the employees ' representatives or, in the absence of
such, the employees thereof, and
2. The financial supervisory authority and the investors in the Fund on how
the acquisition was financed.
Annual report and annual report
§ 9 annual report for an alternative investment fund
control of a non-listed company, shall include a review
the development of the non-listed company's activities.
The overview should be fair and reflect the situation in
the end of the period to which the report relates. Annual report (PDF)
shall also contain the following information:
1. significant events that have occurred after the end of the
output,
2. expected future developments for the unlisted
the company, and
3. the possession, acquisition and disposal of own shares in accordance
with the requirements of Chapter 6. 1 section 6 – 9
annual accounts Act (1995:1554) or equivalent
legislation in another country within the EEA.
The aifm shall request that the Board of Directors of the unlisted
Enterprise provides the information referred to in the first subparagraph
to the employees ' representatives or, in the absence
such, the employees, in the amount of time that the annual report of the
alternative investment fund to be established.
Requirements of the first and second subparagraphs need not be met if
the requirements in section 10 are met.
section 10 of the annual report of an alternative investment fund
need not include the information referred to in paragraph 9 of the first
subparagraph, if the information is included in the non-listed company
the annual report and the aifm
1. Requests that the Board of the privately held company does
the company's annual report available for
the employees ' representatives or, in the absence
such, the employees, in the amount of time that the annual report should
drawn up in accordance with applicable law, and
2. the Fund provides investors in the unlisted
the company's annual report within the time limit set by the annual report for
the Fund shall be established, for the company's annual report is to
available at that time or, if not, by the date when
the annual accounts of the company shall be prepared according to
applicable law.
Dividends and acquisition of own shares, etc.
section 11 of The aifm managing one options
Investment Fund who gains control of a non-listed company
or an issuer, for 24 months after the acquisition is not
to facilitate, support, vote for or give instructions on
the following:
1. Dividends or other distributions to shareholders
When the net assets according to the company's annual report on
the closing date for the most recent fiscal year is below,
or as a result of such dividends or other
transfer of value would be less than, the subscribed capital
including the reserves which may not be distributed under law or
articles of incorporation. If the non-paid-in part of the subscribed
the capital is not included in the assets according to the balance sheet,
should this amount be deducted from the amount of the subscribed capital.
2. Dividends or other distributions to shareholders
that would exceed the profit for the last completed
fiscal year including any profits brought forward and sums from
reserves may be used for this and less
retained earnings and amount by law or
articles of incorporation have been allocated to reserves.
3. Acquisition of own shares that the company makes, including
shares previously acquired by the company and held by the
it, and shares acquired by persons acting in their own
name but on behalf of the company, if the acquisition would result in the
the net assets below the amount specified in
1.
For acquisition of own shares shall, in addition to those mentioned in the first
paragraph 3, including the conditions in one of the points (b) to (h) of
Article 22(1) of the directive of the European Parliament and
2012/30/EU of 25 March 2012 on the coordination of
protection measures required by Member States of article 54
second subparagraph of the Treaty on European Union
behavior intended companies in members and third parties
interests when it comes to the formation of public limited liability companies and the
maintenance and alteration of their capital, with a view to making
safeguards equivalent (recast).
The aifm shall do its utmost to prevent
such measures referred to in the first subparagraph.
The first paragraph does not apply to the reduction of the share capital as
is made to cover the loss or reduction of
transfer of funds to the reserve which may not be distributed under the
the law or the instruments of incorporation, if the reserve after the measure does not
exceed 10% of the subscribed capital after
the reduction.
12 Cape. Especially if special funds
Specialfondens legal status
§ 1 A special fund may not acquire rights or take on
obligations. The Fund may also not be a party to legal proceedings
Court or any other authority.
Property that is included in a special fund should not be seized.
The unitholders shall not be liable for obligations relating to the
Fund.
Act (1904:48 s. 1) if the Supreme Court does not apply to
part ownership in a special fund.
The management of the Special Fund
section 2 of the aifm shall represent the unit holders in all matters
relating to a special fund. The aifm is in the management
of the Fund in its own name and shall enter the Fund's
designation.
The aifm shall use the assets in a special fund for
to fulfil commitments entered into as part of the
management of the Fund and to provide security for
the performance of such obligations.
In the management of a special fund, the aifm shall
Act exclusively in the common interest of the unitholders.
The aifm shall act independently of the
the depositary.
Fund rules
3 § for each special fund, there should be rules that
established by the aifm. For the rules to be
Chapter 4. 8-9 (b) of the Act (2004:46) about mutual funds
applied. It listed there if the investment fund shall be
Special Fund and it listed on the Fund management company shall relate to
Aifm.
paragraph 4 of the rules shall specify if Rd
to the general public or to a discrete circuit
investors. In the latter case, the chip set.
The rules shall also include a statement
1. in what respects Rd differs from that
applies to mutual funds,
2. the level of risk is sought, and
3. which risk measures used.
Mutual fund shares and redemption of fund units
section 5 of the shares in a special fund and repayment of such
shares to Chapter 4. 10 to 14 of the Act (2004:46) about
mutual funds are applied. It listed there if
— cius shall relate to the Special Fund,
– mutual fund company should refer to aifm,
– information brochure shall relate to the information brochure pursuant to
12 Cape. section 7 of this Act;
– fact sheet should refer to fact sheet according to Chapter 12. section 8 of this Act;
as well as the
annual report and half-yearly report shall be
annual report and half-yearly report in accordance with Chapter 12. 10 §
This law.
section 6 rules for a special fund may, in
condition of the FSA's approval, contain
limitations on the ability to acquire Fund units.
Special funds must be open for the redemption of units at least
Once a year.
Information on the special funds
section 7 of the prospectus of an special fund shall, in addition to the
referred to in Chapter 10. section 1, contain the rules for
Fund. In addition, it prominently in the
the information brochure and all other
marketing material regarding the Fund set
1. If the value of the Fund can vary greatly because of the Fund's
composition and methods of management the aifm
uses, and
2. the Fund is a special fund.
section 8 of the special funds, in addition to 10 Cape. section 2, while Chapter 4.
paragraph 16 (a) of the Act (2004:46) about mutual funds
applied. It listed there if the investment fund shall be
Special Fund.
section 9 For special funds to Chapter 4. section 17 of the Act (2004:46) about
mutual funds are applied. It listed there if
unit trust shall relate to the Special Fund and the specified if
fund companies should refer to aifm.
Annual report and semi-annual report
section 10 For special funds shall, instead of 10. paragraph 4 and
In addition to the 10 Cape. section 5, Chapter 4. section 18 of the Act (2004:46) about
mutual funds are applied. It listed there if
unit trust shall relate to the Special Fund and the specified if
fund companies should refer to aifm.
section 11 of the special funds, Chapter 4. paragraph 20 and 21
§ Act (2004:46) if mutual funds are applied. What
specified where on the unit trust shall relate to the Special Fund.
Information about costs
section 12 of the special funds, the provisions on information on
expenses in Chapter 4. 22 and 23 of the Act (2004:46) about
mutual funds are applied. It listed there if
unit trust shall relate to the Special Fund and the specified if
fund companies should refer to aifm.
Investment rules
paragraph 13 of the financial supervision authority shall, upon the approval of the
the rules for a special fund to examine if the Fund has a
appropriate allocation of investments with respect to the requirements
should be placed on risk diversification.
For the management of the funds in a special fund comes Chapter 5.
Act (2004:46) about mutual funds, unless
The FSA has allowed exceptions. Derivative instruments
may, however, have other underlying assets than those specified in
Chapter 5. section 12 of the same law, if the instruments are traded
at any financial market and does not entail an obligation to
deliver the underlying asset.
section 14 if the funds in a special fund to a minimum of 85% of
the value of the Fund is to be placed in units of a unit trust
or in a special fund be applied 5 a Cape. paragraph 5, first subparagraph
and second subparagraphs 1 to 6, section 6, first paragraph, section 8, section 9, 11 – 16
§ § § §, 18-20, 22-25 sections, section 27, first and second subparagraphs, section 29,
30 § 2, section 31, 33-37, § 38 paragraph 2 and other
paragraph, section 39, paragraphs 41-46, paragraph 49, 50 and 51 sections,
52 § 1, § 53 and 54 § 1 and 2 of this Act (2004:46) about
mutual funds. It listed about a mutual fund
or a feeder Fund shall refer to Rd and the specified
If a fund is directed to the Fund specialfondens funds
be placed in the references to placement under 5 (a). 1 §
the law on investment funds is directed to a specialfonds
placement under this section.
section 15, An aifm shall for each special fund calculating and
Swedish financial supervisory authority (finansinspektionen) account for the Fund's risk level.
Fusion of special funds
section 16 of the aifm may, with the permission of the
The Swedish financial supervisory authority, put together special funds. Permit may
also be given to a merger between one or more transferors
Special funds and a takeover investment fund.
The provisions on mergers by investment funds in Chapter 8. 1-16
§ § the Act (2004:46) about mutual funds comes on
analogy of a merger referred to in the first subparagraph.
It listed there if the investment fund is directed to special fund
and it listed if the Fund management company shall relate to aifm.
Sharing of special funds
section 17 of the aifm may, with the permission of the
The Swedish financial supervisory authority, share a special fund. Permission to
sharing should be provided if the action can be considered compatible with the
investors ' interests.
An aifm authorised to a share shall
immediately inform the investors about the proposed action and
Finansinspektionen's decision. This information shall also
be made available by the aifm and
the depositary. A partition may be implemented at the earliest three
months from the date of the FSA's decision.
Termination and transfer of management of a
Special Fund
section 18 of the termination and the transfer of the management of a
Special Fund, Chapter 9. Act (2004:46) about mutual funds
applied. It listed there if the investment fund shall be
Special Fund and it listed on the Fund management company shall relate to
Aifm.
Organization and conduct of business rules for managers of
Special funds
section 19 of the aifm managing special funds shall, in addition to
those mentioned in Chapter 8, have internal policies and procedures to
handle complaints from the Fund's investors and to manage
ethical questions that arise in the business. Policies should
be determined by the Board.
Chapter 13. Supervision and regulatory cooperation
Supervision and its extent
section 1 of the financial supervision authority has oversight of aifm
authorised under 3 or Chapter 5. or is registered
According to Chapter 2. and of the depositary.
For aifm Swedish and Swedish depositary
includes supervision that the business is run in accordance with this Act,
regulations governing the company's activities,
Fund rules, instruments of incorporation or equivalent
regulatory framework for an alternative investment fund, the company's
articles of incorporation, bylaws or regulations and internal
instructions based on a Constitution that regulates
the company's operations.
For AIF-managers and custodians who runs
activities of the branch in Sweden or markets or
managing alternative investment funds in Sweden covers
supervision that the company complies with the laws and other
regulations applicable to the company's operations in Sweden
and, when a special fund is administered in accordance with Chapter 5. section 2, also
as set out in the rules.
Information to the financial supervision authority
section 2 of the aifm shall regularly inform the
Finansinspektionen
1. the markets in which the nominee is a member, or engages in
active trading,
2. the instrument Manager mainly deals with,
and
3. each alternative investment fund principal
exposures and risk concentrations.
The aifm shall for each EEA-based options
investment fund managed and for each option
investment funds that are marketed within the EEA to inform
Finansinspektionen
1. the proportion of non-liquid assets in the Fund,
2. changes in the Fund's liquidity management,
3. the Fund's risk profile and risk management systems;
4. the main categories of assets in which the Fund has
investment in, and
5. the results of stress tests carried out.
3 section at the request of the financial supervision authority shall the aifm
to the inspection provide
1. the list, which is updated at the end of each
quarter over the alternative investment funds
the administrator manages, and
2. the annual reports of the EEA-based alternative
investment funds the trustee manages the
alternative investment funds Manager market
within the EEA.
4 §/expires U:den day Government/
An aifm manages, alternative
investment funds that significantly use financial
lever for each such fund shall regularly inform the
The financial supervision authority if the overall level of financial
leverage and financial the lever's composition.
That information shall include an indication of the Fund's five most
major lenders and the amounts borrowed from these.
The first subparagraph shall also apply in respect of non-EEA-based
An aifm authorised in accordance with Chapter 5. 10-12 sections that in
Sweden boosting alternative investment funds.
section 4 entry into force date/I:den Government/
An aifm manages, alternative
investment funds that significantly use financial
lever for each such fund shall regularly inform the
The financial supervision authority if the overall level of financial
leverage and financial the lever's composition.
That information shall include an indication of the Fund's five most
major lenders and the amounts borrowed from these.
The first subparagraph shall also apply in respect of non-EEA-based
An aifm authorised in accordance with Chapter 5. that in Sweden
promote or manage alternative investment funds.
Law (2014:797).
§ 5 if needed to monitor the risks in the financial
system, the financial supervision authority may request that an aifm
to submit additional information to the supervisory authority.
The Swedish financial supervisory authority will inform the European
Securities and markets authority.
section 6 of the aifm shall submit the FSA information
about their activities and related factors
According to regulations issued pursuant to this Act.
AIF-managers and custodians shall, except as
specified in the first paragraph, leave the FSA they
information provided by the inspection request.
6 a of the Government or the authority, as the Government determines
announces that certain information in accordance with paragraph 6 of
the first subparagraph shall be submitted to the financial supervision authority instead
must be submitted to the central statistical office. Law (2014:496).
section 7 for the monitoring of the implementation of the provisions of this law,
the Commission delegated regulation and regulations
announced with the support of the law are complied with, the financial supervisory authority
request the
1. a natural or legal person providing the information,
documents or otherwise, and
2. are expected to be able to provide information on the matter will
for questioning at the time and place that the inspection is in charge.
The first subparagraph shall not apply to the extent
provision would be contrary to the law regulated
confidentiality for lawyers.
The financial supervision authority may impose whosoever does not follow a
the request referred to in the first subparagraph to fulfil their obligation.
Government control of the evaluation function
section 8 if the conditions for external assessment in accordance with Chapter 8.
12 paragraph are not met, finansinspektionen
require the aifm to appoint another appraiser.
The valuation function is performed by the aifm internally,
The financial supervision authority may decide that the Manager's values should
controlled by an outside appraiser or, if it is
appropriate, an accountant.
Site survey
paragraph 9 of the financial supervision authority may, where necessary, implement
a survey of
1. an aifm operating in Sweden, as well as
2. a depositary.
The FSA may also conduct an investigation of a
companies that have been commissioned by an aifm which
operates in Sweden to perform certain work or
Some functions, if necessary for the supervision of
The aifm.
Cooperation between competent authorities, etc.
paragraph 10 of the financial supervision authority shall in its supervisory activities
cooperate and exchange information with other competent
authorities, the European Securities and markets authority
as well as the European systemic risk Board, to the extent that
under the directive on alternative investment fund managers
investment funds.
section 11 of the financial supervision authority shall, within the framework of its competence,
at the request of a competent authority in another country in the
EEA, provide or verify information needed to
the foreign authority to exercise its supervision under
the directive on alternative investment fund managers.
The foreign authority may attend examination
of the inspection.
section 12 of the financial supervision authority shall, within the framework of its competence,
at the request of a regulatory authority in a country outside
EEA, provide or verify information needed to
the foreign authority to exercise its oversight. This
does, however, apply only in so far as it follows from an agreement
If the cooperation which the financial supervision authority, with the support of the Government's
Authority has entered into with the foreign authority.
If a request concerns legal assistance in criminal matters, in force in
rather than Act (2000:562) on international legal assistance in
criminal cases.
section 13/expires U:den day Government/
The financial supervision authority may refer the matters related to a
procedure by another competent authority in the EEA to
The European Securities and markets authority for
dispute resolution in cases as stated in article 21(6), 42(1),
45.10, 50.4 and 55 of the directive on alternative investment fund managers
investment funds.
the entry into force of section 13/I:den day Government/
The financial supervision authority may refer the matters related to a
procedure by another competent authority in the EEA to
The European Securities and markets authority for
dispute resolution in cases as stated in article 21(6), 35(2),
35.15, 37(6), 37.7, 37.8, 37.9, 37.12, 37.19, 40(2), 40.15 articles,
42(1), 45.10, 50.4 and 55 of the directive on
alternative investment funds. Law (2014:797).
the entry into force of section 13/I:den day Government/
The financial supervision authority may refer the matters related to a
procedure by another competent authority in the EEA to
The European Securities and markets authority for
dispute resolution in cases as stated in article 21(6), 35(2),
35.15, 37(6), 37.7, 37.8, 37.9, 37.12, 37.19, 40(2), 40.15 articles,
45.10, 50.4 and 55 of the directive on alternative investment fund managers
investment funds. Law (2014:798).
The convener of the Board of directors or the general meeting of shareholders
paragraph 14 of the financial supervision authority may convene the Board in Swedish
Aifm managing special funds. The inspection may
also request that the Board of directors convenes extraordinary general meeting. If
the Board does not comply with such a request, the
the inspection issue summons.
The financial supervision authority may attend a general meeting and at a
such a Board meeting that the inspection has convened
as well as participate in the deliberations.
Fees to the FSA
section 15 of the financial supervision authority may charge fees for the examination of
applications, notifications and notices under this Act
and notifications pursuant to European Parliament and Council
Regulation (EU) no 345/2013 of april 17, 2013
European venture capital funds of the European Parliament and of the
Council Regulation (EU) no 346/2013 the European Fund for
social enterprise.
For supervision according to this law, and
The central statistical Office's activities under the Act (2014:484)
If a database for monitoring and supervision of
the financial markets, the aifm as given in paragraph 1 pay
an annual fee. Law (2014:496).
Chapter 14. Interventions
Interventions against Swedish aifm
§ 1 If an aifm has breached its obligations
under this Act, the regulations governing the company's
operations, rules, statutes or
the corresponding regulations for alternative investment fund,
the company's articles of incorporation, bylaws or regulations and
internal instructions based on a Constitution that
governing the company's activities, the financial supervision authority
intervene.
The financial supervision authority shall submit to the trustee that in certain
time limit activities in any respect, reduce risk in
it or take any other action to remedy
with the situation, announce a ban to enforce decisions
or issue a note. If the breach is serious,
should the trustee's licence be revoked. If there is sufficient
gets the warning notice.
section 2 of the financial supervision authority may refrain from intervention under section
If a breach is minor or excusable, if
Aifm shall make the correction or any other body has
taken action against the trustee that is deemed sufficient.
3 § If someone who is part of the management or the Board of directors or is
the Chief Executive Officer or the equivalent in an aifm
licensed under Chapter 3. section 1, does not fulfil the requirements
specified in Chapter 3. paragraph 3 of the 4, the Swedish financial supervisory authority to revoke
the Manager's permission. However, this should be done only if the
the inspection has decided to denounce the trustee
that person does not comply with the requirements and he or she still
remains in the management or the Board of directors or
Executive Director after one of the inspection
fixed term not exceeding three months have expired.
Instead of withdrawing the authorisation may
The financial supervision authority may decide that a management person,
Member of the Board of directors or the Managing Director may no longer
have the position. The inspection will then appoint a
replacement. Long mission comes to its Manager
has appointed a new management person, Director or
Executive Director.
It is stated in the first and second subparagraphs if Executive
Director shall apply also to a replacement for
Executive Director.
4 §/expires U:den day Government/
The financial supervision authority shall revoke an aifm
permit if the administrator
1. has a permit by submitting false data
or any other irregular means;
2. not within one year from the permission granted is
started to operate such business as the State alleges,
3. have declared themselves refrain from the State, or
4. for a continuous period of six months has not pushed
such activities as the State intends.
In the cases referred to in the first subparagraph 1, 2 and 4, instead
warning notified is enough.
section 4 entry into force date/I:den Government/
The financial supervision authority shall revoke an aifm
permit if the administrator
1. has a permit by submitting false data
or any other irregular means;
2. not within one year from the permission granted is
started to operate such business as the State alleges,
3. have declared that they forgo the permit,
4. for a continuous period of six months has not pushed
such activities as the permit relates, or
5. are non-EEA-based and no longer have Sweden as
reference country.
In the cases referred to in the first subparagraph 1, 2 and 4, instead
warning notified is enough. Law (2014:797).
§ 5 If an aifm permission revoked may
The financial supervision authority shall decide on how the decommissioning of
activities will take place.
A withdrawal decision may be subject to prohibition
continue operations.
6 § Before the FSA revoking the permit for a
Aifm managing AIF in
another country within the EEA, the supervision authority shall consult with the
competent authority in the home country.
section 7 of the financial supervision authority shall promptly inform the competent
authorities in the other countries within the EEA where the aifm
market shares in an alternative investment fund
the administrator manages, when any action referred to in 1, 3 or 4 sections
taken against the nominee.
section 8 where a competent authority has notified
The financial supervision authority that an aifm infringed
regulations applicable in that country for the trustee, the
the inspection shall take the measures set out in paragraphs 1 to 4 to
the trustee, if there is any circumstance referred to therein.
The inspection shall notify the competent authority of the
action taken.
Interventions against aifm managing alternative
investment funds that do not exceed certain thresholds
section 9 If an aifm which are registered pursuant to Chapter 2. has
failed to fulfil its obligations under this Act, other
regulations governing the company's activities,
Fund rules, instruments of incorporation or equivalent
regulatory framework for an alternative investment fund, the company's
articles of incorporation, bylaws or regulations and internal
instructions based on a Constitution that regulates
the company's activities, the financial supervision authority Act.
The financial supervision authority shall submit to the trustee that in certain
time to take action to remedy the situation,
a prohibition to execute the order or issue a
remark. If the infringement is serious, the trustee
deregistered or, if there is enough warning
will be notified. The financial supervision authority may refrain from action if a
infringement is minor or excusable or if the trustee
make the correction.
section 10 of the aifm which are registered pursuant to Chapter 2. should
deregistered by the Swedish financial supervisory authority, if the trustee
1. has been registered by making false statements or
any other irregular means;
2. not within one year from registration has started to operate
activities such as registration,
3. have declared themselves refrain from registration, or
4. for a continuous period of six months has not pushed
such activities as the registration relates.
In the cases referred to in the first subparagraph 1, 2 and 4, instead
warning notified is enough.
If an aifm deregistered, the Swedish financial supervisory authority
decide on the liquidation of the activities to be carried out.
A decision on the cancellation may be subject to prohibition
continue operations.
Penalty
section 11 Of the aifm has a note or warning,
the financial supervision authority may decide that the liquidator shall pay a
penalty. However, this does not apply if the warning only
includes cases referred to in paragraph 4(1) 2 or 4 or
10 paragraph 2 or 4.
The fee to the State.
section 12 of the penalty fee shall amount to not less than 5 000 kroons and
a maximum of 50 million. The fee shall not exceed ten
percent of the Manager's turnover during the previous
fiscal year. If the offence has been committed under the
first year of operation, or if the data on the turnover
otherwise, it is missing or is inadequate, the turnover
estimated.
13 § when the penalty fee is decided upon, the Special
taking into account the gravity of the infringement, which has
prompted the note or warning and how long
the offence has continued.
Late payment fee
section 14 If an aifm does not provide the information in time
that the trustee is required to provide, the financial supervisory authority
decide that the liquidator shall pay a late charge on
a maximum of 100 000 SEK.
The fee to the State.
Enforcement of the decision on the penalty and
late payment fee
section 15 a penalty or late fee payable to
The financial supervision authority within 30 days after the decision on the
to charge the fee has become final or the longer time
as indicated in the decision.
section 16 of the FSA's decision about the penalty or
late charge may be enforced under the enforcement code, if
the fee has not been paid within the period specified in section 15.
section 17 Of the penalty or late fee has not been
paid within the period specified in section 15, the
The FSA provide the unpaid fee for
recovery.
Provisions of the Recovery Act (1993:891) if
recovery of State assets, etc.
18 § a penalty or late charge falls away in the
extent to which the enforcement has not been made within five years from the
the decision to charge the fee became final.
Intervention against foreign aifm
section 19 Of an EEA aifm operating in the
Sweden after authorisation or notification under Chapter 5.
override the obligations imposed on it by this Act or other
statutes regulating the Manager's activities in Sweden
or the Fund rules for a special fund managed
According to Chapter 5. section 2 of the financial supervision authority may submit to the
Manager to make rectification.
If an aifm does not comply with the order, shall
The financial supervision authority shall inform the competent authority of the
Manager's home country.
If the correction is not made, and this means that the investor's
interests in Sweden is damaged or that the financial
stability is threatened, the financial supervisory authority
1. submit to the trustee that within a certain time limit
operations in any respect, reduce the risks in the or
take any other action to remedy
the situation,
2. notify a ban to enforce decisions,
3. issue a notice,
4. prohibit the administrator to begin new transactions in
Sweden, or
5. decide that the trustee no longer may manage a
alternative investment fund.
Before an action referred to in the third subparagraph shall be taken,
The financial supervision authority shall inform the competent authority of the
The country of origin.
section 20 On an EEA aifm operating in the
Sweden under Chapter 5. has received its business license
withdrawn in the homeland, the financial supervision authority immediately
prohibit the trustee to operate in Sweden.
section 21 Of the financial supervisory authority has reason to believe that a
EEA aifm operating in Sweden
on the basis of Chapter 5. override their obligations under
the directive on alternative investment fund managers in
other cases than those referred to in section 19, the supervision authority shall inform the
the competent authority of the Manager's home country.
If the correction is not made, and this means that the relevant
alternative investment fund investor's interests
or to the financial stability or public
confidence in the market are threatened, the financial supervisory authority
1. submit to the trustee that within a certain time limit
operations in any respect, reduce the risks in the or
take any other action to remedy
the situation,
2. notify a ban to enforce decisions,
3. issue a notice,
4. prohibit the administrator to begin new transactions in
Sweden, or
5. decide that the trustee no longer may manage a
alternative investment fund.
Before an action taken pursuant to the second subparagraph, shall
The financial supervision authority shall inform the competent authority of the
The country of origin.
section 22 If a non EEA aifm which drives
activity in Sweden on the basis of a licence pursuant to Chapter 5.
override the obligations imposed on it by this Act or other
statutes regulating the Manager's operations in Sweden,
terms of sections 1 and 2.
The financial supervision authority shall inform the competent supervisory authority in
the country in which the nominee is established if the measures
pursuant to paragraph 1 have been taken pursuant to this paragraph.
Law (2014:796).
the entry into force of section 22/I:den day Government/
If a non EEA aifm which drives
activity in Sweden on the basis of a licence pursuant to Chapter 5.
override the obligations imposed on it by this Act or other
statutes regulating the Manager's operations in Sweden,
terms of sections 1 and 2.
If the financial supervision authority has reason to believe that a non
EEA aifm operating in Sweden
following notification under Chapter 5. should not have a
State in its reference country in accordance with the directive on
of alternative investment funds, applies section 21.
The financial supervision authority shall inform the competent supervisory authority in
the country in which the nominee is established if the measures
pursuant to paragraph 1 have been taken pursuant to this paragraph.
Law (2014:797).
Intervention against the which lack permits, etc.
section 23 if someone drives the activities covered by this
law without being entitled to it, the financial supervisory authority
submit to the operator of the activity to cease it.
If it is uncertain whether the law applies to a particular
activities, the supervision authority shall submit to the operator
activities that provide information about the activities that
the inspection needs to assess if this is the case.
An order under this section relating to a
foreign companies may be directed against the company as well as the
in Sweden is active on behalf of the company.
VITE
section 24 of the injunction or prohibition under this Act may
combined with a penalty.
15. Appropriations
1 §/expires U:den day Government/
The Government or the authority, as the Government determines
may provide for the information or documents
to be included in the
1. an application for registration pursuant to Chapter 2. section 3,
2. a notification under Chapter 2. paragraph 4,
3. an application for a permit pursuant to Chapter 3. section 2,
4. an application for authorization to administer an alternative
Investment Fund under Chapter 3. section 1, Chapter 5. 2 section and Chapter 6. 7
§,
5. an application for a permit to marketing pursuant to Chapter 4.
2-5 and 8 sections and Chapter 5. 5 to 7 and 10 to 12 sections,
6. a notice of material change according to Chapter 3. section 10, Chapter 4.
section 11, Chapter 5. section 9, and Chapter 6. sections 6 and 7, as well as
7. a scheme of operations in accordance with Chapter 3. section 5, Chapter 4. § 9 and
Chapter 6. paragraphs 1 and 3.
the entry into force of paragraph 1 of the I:den/day Government/
The Government or the authority, as the Government determines
may provide for the information or documents
to be included in the
1. an application for registration pursuant to Chapter 2. section 3,
2. a notification under Chapter 2. paragraph 4,
3. an application for a permit pursuant to Chapter 3. section 2,
4. an application for authorization to administer an alternative
Investment Fund under Chapter 3. section 1, Chapter 5. 2 section and Chapter 6.
section 7,
5. an application for a permit to marketing pursuant to Chapter 4.
2-5 sections and Chapter 5. 6, 7, 11 and 12 sections,
6. a notice of material change according to Chapter 3. section 10, Chapter 4.
section 11, Chapter 5. section 9, and Chapter 6. sections 6 and 7, as well as
7. a scheme of operations in accordance with Chapter 3. section 5, Chapter 4. § 9 and 6
Cape. paragraphs 1 and 3. Law (2014:798).
2 §/expires U:den day Government/
The Government or the authority, as the Government determines
may provide for
1. what actions an aifm should take to
meet the requirements of Chapter 3. section 2 of the third paragraph,
2. an aifm shall observe to meet
the obligations set out in Chapter 4. 2 paragraph 4 and paragraph 3 of the other
paragraph and Chapter 5. paragraph 5 of the third subparagraph,
3. the records may be included in the initial capital and
own funds according to Chapter 7. 1 to 4 sections,
4. what information should be included in a notification under
Chapter 8. section 14 and in an application for authorisation in accordance with Chapter 8. 16
section, as well as the information and documents at the same time
must be submitted to the financial supervision authority,
5. an aifm replacement system and what the nominee
must comply with in order to comply with the terms and conditions in accordance with Chapter 8. section 22,
6. what information should be included in a prospectus
under 10 Cape. § 1 and 12. section 7,
7. what information to include in a fact sheet according to
10 Cape. section 2 and 12. section 8,
8. provision of information booklets and fact sheets
under 10 Cape. section 3,
9. what information should be included in the notification referred to in
11 kap. 4, 5 and 7 sections as well as the information and
documents at the same time, must be submitted to the financial supervision authority,
10. what the aifm shall observe to meet
the provisions of Chapter 12. section 3,
11. the content of the annual and half-yearly reports under
12 Cape. section 10,
12. criteria for financial assets the funds in a
Special Fund may be placed in, what techniques and instruments
Aifm may employ as well as the conditions and limits for such
use, the risk management system as a
Aifm managing special funds shall have and
estimation of exposures in accordance with Chapter 12. section 13,
13. the manner in which notice must be given, what errors and
failures to be reported to the financial supervisory authority and the
the conditions for transfer of financial instruments and
management under Chapter 12. section 14,
14. how the calculation and accounting of a specialfonds risk level
should be carried out in accordance with Chapter 12. section 15,
15. the information to be provided to shareholders, how
It will be designed, how it is to be provided and
What should be accompanied by the information referred to in Chapter 12. section 16,
16. What is the management of special funds should be taken
to comply with the obligations laid down in Chapter 12. § 19,
17. the information which the aifm shall submit to
The Swedish financial supervisory authority under Chapter 13. section 6,
18. fees under Chapter 13. section 15, as well as
19. on the language in which the documents referred to in this law shall
be established.
the entry into force of section 2 of the I:den day/the Government/
The Government or the authority, as the Government determines
may provide for
1. what actions an aifm should take to
meet the requirements of Chapter 3. section 2 of the third paragraph,
2. an aifm shall observe to meet
the obligations set out in Chapter 4. 2 paragraph 4 and paragraph 8 of the third
paragraph and Chapter 5. paragraph 5 of the third subparagraph,
3. the records may be included in the initial capital and
own funds according to Chapter 7. 1 to 4 sections,
4. what information should be included in a notification under 8
Cape. section 14 and in an application for authorisation in accordance with Chapter 8. section 16,
and what information and documents at the same time
must be submitted to the financial supervision authority,
5. an aifm replacement system and what the nominee
must comply with in order to comply with the terms and conditions in accordance with Chapter 8. section 22,
6. what information should be included in a prospectus
under 10 Cape. § 1 and 12. section 7,
7. what information to include in a fact sheet under 10
Cape. section 2 and 12. section 8,
8. provision of information booklets and fact sheets
under 10 Cape. section 3,
9. the information to be included in notifications under 11
Cape. 4, 5 and 7 sections as well as the information and
documents at the same time, must be submitted to the financial supervision authority,
10. what the aifm shall observe to meet
the provisions of Chapter 12. section 3,
11. the content of the annual and half-yearly reports under
12 Cape. section 10,
12. criteria for financial assets the funds in a
Special Fund may be placed in, what techniques and instruments
Aifm may employ as well as the conditions and limits for such
use, the risk management system as a
Aifm managing special funds shall have and
estimation of exposures in accordance with Chapter 12. section 13,
13. the manner in which notice must be given, what errors and
failures to be reported to the financial supervisory authority and the
the conditions for transfer of financial instruments and
management under Chapter 12. section 14,
14. how the calculation and accounting of a specialfonds risk level
should be carried out in accordance with Chapter 12. section 15,
15. the information to be provided to shareholders, how
It will be designed, how it is to be provided and
What should be accompanied by the information referred to in Chapter 12. section 16,
16. What is the management of special funds should be taken
to comply with the obligations laid down in Chapter 12. § 19,
17. the information which the aifm shall submit to
The Swedish financial supervisory authority under Chapter 13. section 6,
18. fees under Chapter 13. section 15, as well as
19. on the language in which the documents referred to in this law shall
be established. Law (2014:797).
the entry into force of section 2 of the I:den day/the Government/
The Government or the authority, as the Government determines
may provide for
1. what actions an aifm should take to
meet the requirements of Chapter 3. section 2 of the third paragraph,
2. an aifm shall observe to meet
the obligations set out in Chapter 4. 2 paragraph 4,
3. the records may be included in the initial capital and
own funds according to Chapter 7. 1 to 4 sections,
4. what information should be included in a notification under 8
Cape. section 14 and in an application for authorisation in accordance with Chapter 8. section 16,
and what information and documents at the same time
must be submitted to the financial supervision authority,
5. an aifm replacement system and what the nominee
must comply with in order to comply with the terms and conditions in accordance with Chapter 8. section 22,
6. what information should be included in a prospectus
under 10 Cape. § 1 and 12. section 7,
7. what information to include in a fact sheet under 10
Cape. section 2 and 12. section 8,
8. provision of information booklets and fact sheets
under 10 Cape. section 3,
9. the information to be included in notifications under 11
Cape. 4, 5 and 7 sections as well as the information and
documents at the same time, must be submitted to the financial supervision authority,
10. what the aifm shall observe to meet
the provisions of Chapter 12. section 3,
11. the content of the annual and half-yearly reports under
12 Cape. section 10,
12. criteria for financial assets the funds in a
Special Fund may be placed in, what techniques and instruments
Aifm may employ as well as the conditions and limits for such
use, the risk management system as a
Aifm managing special funds shall have and
estimation of exposures in accordance with Chapter 12. section 13,
13. the manner in which notice must be given, what errors and
failures to be reported to the financial supervisory authority and the
the conditions for transfer of financial instruments and
management under Chapter 12. section 14,
14. how the calculation and accounting of a specialfonds risk level
should be carried out in accordance with Chapter 12. section 15,
15. the information to be provided to shareholders, how
It will be designed, how it is to be provided and
What should be accompanied by the information referred to in Chapter 12. section 16,
16. What is the management of special funds should be taken
to comply with the obligations laid down in Chapter 12. § 19,
17. the information which the aifm shall submit to
The Swedish financial supervisory authority under Chapter 13. section 6,
18. fees under Chapter 13. section 15, as well as
19. on the language in which the documents referred to in this law shall
be established. Law (2014:798).
16. Appeal
section 1 of the FSA's decision under Chapter 13. paragraph 14
Chapter 14. section 23 of the second subparagraph shall not be appealed.
Other decisions by the Swedish financial supervisory authority under this Act may
be appealed to the administrative court. However, this does
cases not referred to in section 20, first paragraph 5
administrative law (1986:223).
Leave to appeal is required for an appeal to the administrative court.
The financial supervision authority may provide that a decision on the ban,
order or revocation shall take effect immediately.
2 §/expires U:den day Government/
If the financial supervision authority in a case if the authorisation pursuant to
Chapter 3. paragraph 1(1) does not communicate a decision within six
months of the date on which the application was filed, the inspection
inform the applicant of the reasons for this. The applicant may
then ask for explanation of the Court that the case unnecessarily
residence.
If the FSA does not leave over a notice
referred to in Chapter 6. 2 paragraph 2 to the competent authority in
the rest of the world within the time specified in this section from the
the notification was received, nor in the same time
announces decision pursuant to the fourth subparagraph of paragraph 2, the same
the inspection, notify the applicant of the reasons for this.
The applicant may then request a declaration by the courts that
the case unnecessarily residence.
A request for a declaration referred to in the first or second
subparagraph shall be made in the General Administrative Court.
Leave to appeal is required for an appeal to the administrative court.
If the financial supervision authority has not announced a decision, as referred to
in the first subparagraph within six months from the time an explanation
has been provided, the application shall be deemed to have been rejected. If a
notification referred to in the second subparagraph have not been handed over
within two months of the submission of a declaration,
decision pursuant to Chapter 6. 2 paragraph 2 are deemed to have been notified.
the entry into force of section 2 of the I:den day/the Government/
If the financial supervision authority in a case if the authorisation pursuant to 3
Cape. Article 1, first paragraph or Chapter 5. paragraph 10 (a)
does not notify the decision within six months of application
inspection, shall inform the applicant of the reasons for
this. The applicant may then request a declaration by the courts that
the case unnecessarily residence.
If the FSA does not leave over a notice
referred to in Chapter 6. 2 paragraph 2 to the competent authority in
the rest of the world within the time specified in this section from the
the notification was received, nor in the same time
announces decision pursuant to the fourth subparagraph of paragraph 2, the same
the inspection, notify the applicant of the reasons for this.
The applicant may then request a declaration by the courts that
the case unnecessarily residence.
A request for a declaration referred to in the first or second
subparagraph shall be made in the General Administrative Court.
Leave to appeal is required for an appeal to the administrative court.
If the financial supervision authority has not announced a decision, as referred to
in the first subparagraph within six months from the time an explanation
has been provided, the application shall be deemed to have been rejected. If a
notification referred to in the second subparagraph have not been handed over
within two months of the submission of a declaration,
decision pursuant to Chapter 6. 2 paragraph 2 are deemed to have
announced. Law (2014:797).
Transitional provisions
2013:561
1. this law shall enter into force on 22 July 2013.
2. An aifm which at the entry into force of this Act
runs the business that is licensed under this Act
no later than 22 July 2014, apply for authorisation of
The Swedish financial supervisory authority. Aifm may, on an application for
permission has been submitted to the supervision authority not later than that day,
continue to operate this business until the application
has been tried. If permission is refused,
Aifm shall cease operations.
3. An aifm managing portfolios of alternative
investment funds, whose total assets do not
exceed the thresholds referred to in Chapter 2. paragraph 2 shall
on 22 July 2014 to opt-in for registration or requesting a
permit aifms in the FSA.
Aifm may, if an application for registration or a
the application for authorisation has been submitted to the supervision authority not later than
that date, continue to operate this business into its
the notification or application has been examined. If
registration is refused, the aifm shall cease
the business.
4. If the units or shares of an AIF
subject of a prospectus approved by the
The financial supervision authority or a competent authority in another
country within the EEA, and the inspection has received a certificate to that effect,
and published before 22 July 2013, Chapter 4. 2 and
6-11 section does not apply in respect of the marketing of the units or
the shares during its period of validity.
5. If the units or shares of an AIF
covered by a prospectus has been drawn up and
published in accordance with European Parliament and Council
Directive 2003/71/EC of 4 november 2003 on the prospectus to
to be published when securities are offered to the public
or admitted to trading and amending Directive
2001/34/EC before 22 July 2013, Chapter 6. 1 – 6 §§ not
apply to the marketing of the units or shares
During its period of validity.
6. An aifm which at the entry into force of this Act
manages the closed alternative investment funds,
continue to manage the funds without authorisation, as
Aifm under this law, if the funds do not make any
additional investments after this date.
7. An aifm which at the entry into force of this Act
manages the closed alternative investment funds in which
the subscription period for investors expired before 22 July
2011 and which is established for a period ending
three years after the July 22, 2013, may continue to
managing funds without authorisation as an aifm under
This law. The aifm shall, however, apply 10 Cape. 4-7 sections
and, where applicable, Chapter 11.
8. For a Swedish alternative investment fund which is not a
Special Fund or alternative investment fund that is not
regulated and managed by a Swedish aifm may
The financial supervision authority, until 22 July 2017, allow
a credit institution with headquarters in a country in the EEA is appointed as
Depositary even though the Fund is established in another
country within the EEA than the country in which the depositary has its
seat.