Marketing of investment funds – upcoming full harmonisation in the EU

Unlike many other EU countries, the Nordic countries have had a fairly liberal approach for marketing funds, and a framework intended to treat domestic and EEA established funds equally.

They have never imposed requirements for local establishment, a "paying agent" or similar. There have also been flexible rules relating to language requirements.

In other EU countries, the situation has often been (and still is) different. Several countries that have imposed local requirements have made it too demanding to market funds, both due to compliance risk and costs. Supervisory authorities have been lacking in transparency with regard to marketing fees.

There is now agreement between the EU legislators to consolidate the marketing rules for UCITS and AIFs into Regulation (EU) 2019/1156 (the cross-border distribution of funds regulation). Both marketing and pre-marketing rules are being transferred to the new regulation.

This means that the marketing rules will apply directly, without further national implementation 

Norway will formally have to implement the regulation due to the EEA Agreement which does not allow for direct effect.

Some changes are particularly positive:

• The European Securities and Markets Authority (ESMA) will publish a list of all fees charged by national authorities, and will assess every other year whether the fees are proportionate to the supervisory authority's costs (on the other hand, new direct fees from ESMA will be introduced to maintain the central database).
   
• Supervisory authorities shall not require the prior notification of marketing communications as a prior condition for the marketing (but only statutorily required information material). The regulation will also exhaustively provide rules for the content and format of marketing material.
   
• The concept of "material change" is given a somewhat more detailed definition, providing greater clarity as to which changes along the way must be reported to the Competent National Authority.
   
• For UCITS, the requirement to prepare a key investor information document (commonly referred to as "KIID) is removed. Going forward, there will only be a requirement for a PRIIPS KID, and only with regard to non-professional investors.

The new rules are intending to harmonise marketing rules for investment funds inside the EU/EEA only.

Marketing of alternative investment funds managed by non-EEA managers is only partially harmonised through the National Private Placement Rules of the AIFM Directive. No changes are proposed to the current rules. It also bears mention that the passporting rules for non-EEA managers under the AIFM have yet to enter into force, 9 years after ESMA advised on the issue.

Marketing of alternative investment funds to retail (non-professional) investors is not harmonised under the AIFM Directive. There is significant variation between the different countries on this point. 

Managers, who wish to market alternative investment funds to non-professionals, will still have to do so in accordance with the applicable local rules.

The requirements to prepare a PRIIPS KID key information document when making interests available to retail investors, and SFDR sustainability information disclosure requirements apply independently of this.

The rules now agreed upon will make the cross-border marketing of investment funds easier, with transposition to be expected in approximately 24 months.

As opposed to Sweden and Denmark, the Norwegian authorities have not yet presented a legislative proposal for implementing the changes to the UCITS Directive and the AIFM Directive (UCITS VI and AIFMD 2.0), which entered into force in the EU in April 2026, after the consultation was concluded in January 2026.

It is important that the Norwegian authorities work efficiently to catch up on the backlog and ensure that Norwegian law is aligned with EU law, and that Norwegian market participants are guaranteed access to the EEA market. The new marketing rules are also linked to new supervisory tasks for ESMA, and the necessary adaptation to the EEA Agreement's system should be initiated promptly.