EEA-based AIF managers

According to Chapter 5, section 9 of the Alternative Investment Fund Managers Act, a foreign AIF manager that intends to make a significant change to something specified in an application for authorisation after the operations have commenced must notify FI of this in writing no later than one month before the change is implemented. If the change is unplanned and has already been implemented, the notification must be submitted immediately after the change is made.

Contents of the notification

The notification must contain a business plan that has been updated regarding the change. Where the fund rules, articles of association or equivalent regulations for an alternative investment fund will be changed, the notification must also include these documents. If the change entails that another special fund will be managed or the fund rules for a special fund are being changed, authorisation from FI is required.

Fee

A fee of SEK 18,000 must be paid to FI.

Processing time

FI normally announces its decision to the AIF manager within 30 days from the date on which the notification was submitted and the fee paid. If FI finds that the change is acceptable, the competent authority in the AIF manager's home country must be informed of the change without delay. If FI finds that the change may not be implemented, the authority must inform the AIF manager without delay.

A foreign EEA-based AIF manager who has authorisation in their home country pursuant to the AIFM Directive may manage a special fund after receiving authorisation from FI.

The authorisation is granted in the form of an approval of the special fund's fund rules. The conditions for authorisation are set out in Chapter 5, section 2 of the Alternative Investment Fund Managers Act.

The assessment according to the above paragraph applies to Chapter 4, section 9 of the Swedish UCITS Act (2004:46). The provisions there regarding Swedish management companies shall instead refer to AIF managers.

A foreign EEA-based AIF manager authorised pursuant to the second paragraph above may market shares in the special fund to professional and retail investors in Sweden.

Contents of the application

• Board minutes or equivalent documents or written information stating when the governing body adopted the fund rules,
• articles of association, articles of partnership or comparable bylaws specifying that the manager has a legal structure that is equivalent to a limited liability company,
• the fund rules,
• information regarding assignments delegated to a third party to manage the special fund or perform certain tasks or functions,
• a prospectus in accordance with Chapter 12, section 7 of the Alternative Investment Fund Managers Act,
• a key investor information document pursuant to Chapter 12, section 8 of the Alternative Investment Fund Managers Act,
• information about the measures the AIF manager has taken to be able to redeem units and make payments to unit holders in Sweden, and
• information about how the AIF manager must submit the information it is obligated to provide.

Fee

A fee of SEK 33,000 must be paid to FI.

Processing time

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

A foreign EEA-based AIF manager that in its home state has authorisation as referred to in the AIFM Directive may market to professional investors without authorisation pursuant to the Alternative Investment Fund Managers Act participations or shares in an EEA-based alternative investment fund that it manages.

Marketing of participations or shares in alternative investment funds other than special funds may commence once the competent authority in the manager's home state has informed the manager that a notification of the operations and certification that the manager has authorisation as referred to in the AIFM Directive, specifying the scope and any limitations to the investment strategies of the authorisation, has been submitted to FI.

Marketing of a feeder fund to an alternative investment fund may occur in accordance with the above only if the master fund is established within the EEA and managed by an EEA-based AIF manager.

Fee

No fee is charged.

A foreign EEA-based AIF manager that in its home state has such authorisation as referred to in the AIFM Directive, after receiving permission from FI pursuant to Chapter 5, section 5 of the Alternative Investment Fund Managers Act, may market to professional investors in Sweden participations or shares in a non-EEA-based alternative investment fund in Sweden that it manages. The same applies if the AIF manager wants to market participations or shares in a fund that it manages that is a feeder fund to an alternative investment fund whose master fund, or its manager, is not based in the EEA.

Contents of the application

• A certification from a competent authority in the manager's home state that the AIF manager has authorisation as referred to the Alternative Investment Fund Managers Act in its home state,
• a business plan with information about the fund that it will market and where it is established,
• the fund rules, articles of association or equivalent regulations for the fund,
• information about the fund's depository,
• information about where the master fund is established, if the marketing refers to a feeder fund to an alternative investment fund,
• the information set out in Article 23 of the AIFM Directive, and
• information regarding the measures the AIF manager has adopted and implemented to prevent participations or shares in the alternative investment fund being marketed to retail investors.

If the requirements on depositories pursuant to Chapter 9 of Alternative Investment Fund Managers Act are not met and the AIF manager has ensured that one or several units have been appointed for performing the duties pursuant to Chapter 9, sections 9, 10, and 12 of the Alternative Investment Fund Managers Act, the application, instead of information about the fund's depository according to point 4 above, must instead contain the following:

• information regarding the name, legal form, registered office and primary activities for the person responsible for performing the duties, and
• a description showing that the person referred to in the preceding point has the requisite knowledge and resources to perform the duties in a satisfactory manner.

Fee

A fee of SEK 25,500 must be paid to FI.

Processing time

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

A foreign EEA-based AIF manager that in its home state has such authorisation as referred to in the AIFM Directive, after receiving permission from FI pursuant to Chapter 5, section 6 of the Alternative Investment Fund Managers Act, may market to professional investors in Sweden participations or shares in an alternative investment fund that it manages. This permission applies to an alternative investment fund that is not a special fund.

Contents of the application:

• a certification from a competent authority in the manager's home state that the AIF manager has authorisation as referred to the Alternative Investment Fund Managers Act in its home state
• a business plan with information about the fund that it will market and where it is established
• the fund rules, articles of association or equivalent regulations for the fund
• information about the fund's depository
• information about where the master fund is established, if the marketing refers to a feeder fund to an alternative investment fund
• the information set out in Article 23 of the AIFM Directive
• a key investor information document pursuant to Chapter 10, section 2 of the Alternative Investment Fund Managers Act
• the most recent annual report
• information about the measures the AIF manager has taken to be able to redeem participations or shares and make payments to unit holders or shareholders in Sweden
• information about how the AIF manager should submit the information it is obligated to provide
• an account of how the AIF manager intends to fulfil the requirement that the fund apply the risk diversification principle.

If the marketing refers to participations 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, is not EEA-based and the requirements set out in Chapter 5, section 5, third paragraph of the Alternative Investment Fund Managers Act are met, the application, instead of the information about the fund's depository according to point 4 above, must include the following information:

• information regarding the name, legal form, registered office and primary activities for the unit responsible for performing the duties
• a description showing that the unit in question has the requisite knowledge and resources to perform the duties in a satisfactory manner. 

If the participations or shares in the fund are admitted to trading on a regulated market or an equivalent market outside the EEA and there is a key investor information document for the fund that meets the requirements set out in Chapter 10, section 2 of Alternative Investment Fund Managers Act, the application must include

• the information referred to in Chapter 5, section 4, first paragraph, points 1–8 and second paragraph, of FFFS 2013:10
• information demonstrating that the fund's participations or shares are admitted to trading on a regulated market or an equivalent market outside the EEA.

Fee

A fee of SEK 75,000 must be paid to FI.

Processing time

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

A foreign EEA-based AIF manager that in its home state has such authorisation as referred to in the AIFM Directive, after receiving authorisation from FI pursuant to Chapter 5, section 7, first paragraph of the Alternative Investment Fund Managers Act, may market participations or shares in an EEA-based alternative investment fund that meets the requirements set out in Chapter 4, section 5, first paragraph of the Alternative Investment Fund Managers Act to professional investors in Sweden and such retail investors as set out in Chapter 4, section 5, second paragraph of the Alternative Investment Fund Managers Act.

Contents of the application

• a certification from a competent authority in the manager's home state that the AIF manager has authorisation as referred to the Alternative Investment Fund Managers Act in its home state
• a business plan with information about the fund that it will market and where it is established
• the fund rules, articles of association or equivalent regulations for the fund
• information about the fund's depository
• information about where the master fund is established, if the marketing refers to a feeder fund to an alternative investment fund
• the information set out in Article 23 of the AIFM Directive
• information about the measures the AIF manager has adopted and implemented to prevent participations or shares in the alternative investment fund from being marketed to other retail investors than those specified in Chapter 4, section 5, second paragraph of the Alternative Investment Fund Managers Act
• information on the investors' right to redemption
• the investment policy of the alternative investment fund
• the most recent annual report.

Authorisation for marketing in accordance with Chapter 5, section 7, first paragraph of the Alternative Investment Fund Managers Act may also be granted to an AIF manager if it is registered in its home state in accordance with national legislation that implements the AIFM Directive. The application must then contain the above points with the exception of points 4, 6 and 10.

Fee

A fee of SEK 25,500 must be paid to FI.

Processing time

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

A foreign EEA-based AIF manager that in its home state has such authorisation as referred to in the AIFM Directive, after receiving authorisation from FI pursuant to Chapter 5, section 7, second paragraph of the Alternative Investment Fund Managers Act, may market participations or shares in a non-EEA-based alternative investment fund that meets the requirements set out in Chapter 4, section 5, first paragraph of the Alternative Investment Fund Managers Act to professional investors in Sweden and such retail investors as set out in Chapter 4, section 5, second paragraph of the Alternative Investment Fund Managers Act.

Authorisation in accordance with Chapter 5, section 7, second paragraph of the Alternative Investment Fund Managers Act may only be granted if there are suitable cooperation arrangements between FI and the supervisory authority in the country where the fund or the master fund or its manager are established for the monitoring of systemic risks, and the country where the fund or master fund, or its manager, is established have taken necessary measures to counteract money laundering and terrorist financing.

Contents of the application

• a certification from a competent authority in the manager's home state that the AIF manager has authorisation as referred to the Alternative Investment Fund Managers Act in its home state
• a business plan with information about the fund that it will market and where it is established
• the fund rules, articles of association or equivalent regulations for the fund
• information about the fund's depository
• information about where the master fund is established, if the marketing refers to a feeder fund to an alternative investment fund
• the information set out in Article 23 of the AIFM Directive
• information about the measures the AIF manager has adopted and implemented to prevent participations or shares in the alternative investment fund from being marketed to other retail investors than those specified in Chapter 4, section 5, second paragraph of the Alternative Investment Fund Managers Act
• information on the investors' right to redemption
• the investment policy of the alternative investment fund
• the most recent annual report.

Authorisation for marketing in accordance with Chapter 5, section 7, second paragraph of the Alternative Investment Fund Managers Act may also be granted to an AIF manager if it is registered in its home state in accordance with national legislation that implements the AIFM Directive. The application must then contain the above points with the exception of points 4, 6 and 10.

Fee

A fee of SEK 25,500 must be paid to FI.

Processing time

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

A foreign EEA-based AIF manager that in its home state has authorisation as referred to in the AIFM Directive may conduct pre-marketing toward professional investors in Sweden of an EEA-based alternative investment fund without authorisation pursuant to the Alternative Investment Fund Managers Act given the conditions set out in the Directive.

Fee

No fee is charged.

A foreign EEA-based AIF manager that markets in Sweden participations or shares in an alternative investment fund pursuant to Chapter 5, section 3 of the Alternative Investment Fund Managers Act may terminate its marketing only if the manager meets the requirements set out in Chapter 5, section 7a of the Alternative Investment Fund Managers Act. An AIF manager who has submitted an application to the competent authority in its home country as of the that date may no longer offer or invest in Sweden participations or shares in the alternative investment fund that is referred to in the application.

Fee

No fee is charged.