Asset Management | Norway introduces regulatory fees for marketing of AIFs and UCITS

On 26 May 2023, the Norwegian Ministry of Finance adopted a regulation enabling the Norwegian regulator – Finanstilsynet – to levy regulatory fees in respect of cross-border activities into Norway of non-Norwegian alternative investment fund and UCITS managers. One-time fees will apply from 2024, while ongoing fees likely will be levied from H2 2023.

1. Marketing funds into Norway

As a member state of the European Economic Area (EEA), Norway has implemented the UCITS and AIFM directives. Norway has not yet implemented the Cross-border Distribution of Funds rules or the PRIIPS regulation. Rules implementing the former have been adopted, and will likely enter into effect in the coming months.

Funds managed by EU AIFMs may be marketed based on the passport rules of the AIFMD. There are no rules allowing for marketing by sub-threshold managers (other than EuVECA-managers).

AIFs established outside the EEA may be marketed in Norway subject to prior authorisation under the national private placement rules. Pre-marketing will not be made available for managers of such funds when the Norwegian rules implementing the Cross-border Distribution of Funds rules come into force.

UCITS funds may be marketed based on the passport rules of the UCITS directive.

Marketing of interests in AIFs to non-professional investors requires prior authorisation from the regulator.

Pre-marketing is currently unregulated, meaning that activities that do not constitute “marketing” do not trigger any regulatory registration or licensing requirements.

Norway has not had any regulatory fees in respect of passporting or marketing under the national private placement rules – meaning that Norwegian AIFMs and UCITS management companies in practice have had to shoulder the costs of the regulator through the annual fees they pay.

2. Regulatory fees for non-Norwegian AIFMs and UCITS

The Ministry of Finance has amended rules governing the levy of supervisory fees by the Norwegian regulator. Under the new rules

One-off fees will be levied upon

– application for authorisation to market AIFs under the national private placement regime

– filing for marketing under the marketing passport of the AIFMD and UCITS directive

On-going (annual) fees will be levied for the maintenance of the national register of funds registered for marketing.

Oddly, the rules do not address any future regulatory fee for pre-marketing notifications under the AIFMD. This may however be addressed through a simple amendment to the regulation, without legislative amendments.

The rules allowing for on-going (annual) fees will enter into effect on 1 June 2023, while the rules concerning one-off fees will enter into effect on 1 January 2024.

Under the regulation, one-off fees are capped at 30 000 NOK (approx. 2 600 €), with a minimum set at 5 000 NOK. The annual fee is capped at 10 000 NOK (approx. 840 €).

During the previous consultation, the FSAN proposed the following fee levels.

Registration passporting under AIFMD or UCITS: 5 000 NOK
“Article 36” NPPR applications: 10 000 NOK
“Article 42” NPPR applications: 15 000 NOK
Application for marketing of AIFs to retail investors: 20 000 NOK
Annual fee of 7 000 NOK per fund

Fees will likely be somewhat higher, as the consultation was carried out in 2019.

It may be added that the regulation also will allow for levying regulatory fees for registration of Norwegian insurance intermediaries of insurers established in another EEA member state, and Norwegian tied agents of investment firms established in another EEA member state (for both, the FSAN has proposed a one-off fee of 5000 NOK and annual fee of 10 000 NOK).