Alternative Investment Funds 2019

Author:Dr. Martin Peyer and Rashid Bahar
Profession:Baer & Karrer
 
FREE EXCERPT

1 Regulatory Framework

1.1 What legislation governs the establishment and operation of Alternative Investment Funds?

The establishment and operation of Alternative Investment Funds ("AIFs") (and their managers) is governed by the Federal Act on Collective Investment Schemes of 23 June 2006 ("CISA", SR 951.31) and its implementing ordinances, Ordinance on Collective Investment Schemes of 22 November 2006 (CISO, SR 951.311), the Ordinance of the Swiss Financial Market Supervisory Authority on Collective Investment Schemes of 27 August 2014 ("CISOFINMA", SR 951.312) and the Ordinance of the Swiss Financial Market Supervisory Authority on Collective Investment Schemes of 6 December 2012 ("CISIO-FINMA", SR 951.315.2). In addition, the Swiss Financial Market Supervisory Authority ("FINMA") has published a number of circulars addressing specific areas of collective investment schemes law (such as the distribution of collective investment schemes). Finally, a number of guidelines of the Swiss Funds / Asset Management Association ("SFAMA") have been recognised as a minimum standard by FINMA and apply to all institutions regardless of SFAMA membership.

Investment companies that are incorporated as a Swiss corporation and that are either listed on a Swiss stock exchange or restricted to qualified investors (within the meaning of the CISA) do not fall within the scope of the CISA. Accordingly, the establishment and the operation of investment companies are governed by Swiss corporate law and, in the case of a listed company, the listing rules and any additional regulations of the stock exchange.

1.2 Are managers or advisers to Alternative Investment Funds required to be licensed, authorised or regulated by a regulatory body?

Subject to limited de minimis exemptions provided in the CISA for asset manager of foreign collective investment schemes, asset managers to AIFs have to obtain a licence from FINMA prior to engaging in asset management activities for AIFs. The licensing requirement applies to asset managers of Swiss and foreign collective investment schemes. The licence is subject to specific licence requirements that include, inter alia, minimum capital requirements and rules regarding the organisation and the operation of the asset manager.

Investment advisors of AIFs which provide only advisory activities, without any authority to execute orders, do not need a licence from FINMA.

1.3 Are Alternative Investment Funds themselves required to be...

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