Private fund managers that currently or may in the future market private funds to investors in Switzerland should be aware that the current transitional period applicable in Switzerland expires as of February 28, 2015. Since Switzerland is not part of the European Union (“EU”), the distribution of private funds to Swiss investors is not governed by the EU’s Alternative Investment Fund Managers Directive (the “AIFMD”) but instead by separate Swiss laws and regulations – the Swiss Collective Investment Schemes Act (“CISA”) and the Swiss Collective Investment Schemes Ordinance (“CISO”). These laws impose different requirements than AIFMD and the steps that need to be taken by a private fund manager marketing to Swiss investors vary based on the type of investor to whom it is marketing. The three categories of Swiss investors are as follows: (1) regulated qualified investors (e.g., banks, securities dealers, fund management companies and fund investment managers), (2) non-regulated qualified investors (e.g., high net worth individuals, family offices and pension funds) and (3) non-qualified investors (e.g., retail investors).
A memorandum prepared by our investment management alliance partner, Simmons & Simmons LLP, entitled New Swiss Distribution Rules – are you ready? provides additional detail regarding the steps that would need to be taken by a private fund manager that intends to market the funds that it manages to regulated qualified investors and/or non-regulated qualified investors. In addition to the steps outlined in that memorandum, a private fund manager may need to make certain changes to the fund’s offering documents.
You may contact your primary Investment Management Group attorney at Seward & Kissel for more information regarding the Swiss Distribution Rules, including any applicable changes to a fund’s offering documents.
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If you have any questions regarding the matters covered in this memo, please contact any of the partners and counsel listed below or your primary attorney in Seward & Kissel’s Investment Management Group.
