Representation of funds distributed to Qualified Investors

Swiss Regulatory Requirements:

As of March 2015, marketing of foreign alternative funds (Hedge, Private Equity, Venture Capital and Real Estate) can no longer be conducted through the private placement exemption.

Reliance on "Reverse inquiry" is practically impossible. The definition of "distribution" is very broad and includes any direct or indirect discussion, introduction or promotion of the fund – effectively negating any reverse solicitation safe harbour. Marketing to the following Swiss investors requires the fund to appoint a Swiss Representative and a Swiss Paying Agent:

  • Pension Funds

  • Family Offices

  • Independent Wealth Managers

  • High Net Worth Individuals

  • Banks investing in a fund for a client outside discretionary or, in certain instances, advisory mandates

  • Function of the Swiss Representative:

  • Ensures the fund is distributed in compliance with Swiss regulation (i.e. ensures the fund Promoter and Distributor are fully informed of Swiss regulatory requirements on a continual basis)

  • Acts as local contact point for Swiss investors and the financial regulator FINMA

  • Makes the fund offering documents available, free of charge, to Swiss investors at their request

  • Ensures the fund's Distributor is adequately authorised and supervised in compliance with Swiss regulations and formally appoints the Distributor for marketing in Switzerland via a Distribution Agreement

  • Ensures the fund's offering/marketing documentation contains mandatory Swiss disclosure language

  • Ensures the Distributor undertakes classification of qualified investors before promoting the fund

  • Obtains annual confirmation of compliance with Swiss law from Distributor

  • Function of the Swiss Paying Agent:

  • Provides the possibility for Swiss investors to opt for transferring proceeds of subscription and/or redemption via a Swiss bank

No filing, no reporting, no disclosure of proprietary information with FINMA is required.

  • Our Process:

  • Close working relationship with our clients from the outset to gain an in-depth understanding of their organisation and marketing needs thereby providing appropriate regulatory and marketing guidance for their Swiss distribution activity

  • Efficiently structured client on-boarding process clearly outlining the steps involved and the required actions by clients

  • Tailor made client support material including required language for fund documentation and Qualified Investor verification certificates

  • Proactive facilitation and co-ordination of the interactions between our clients and their Swiss paying agent

  • Average on-boarding timeline for Representative and Paying Agent services is 2-4 weeks

  • Advantages of working with ASR:

  • Internal legal and compliance expertise and no outsourcing of functions enabling quick execution

  • Competitive pricing structure: no set-up fee and annual fixed fee that includes all Representative services

  • Introduction and distribution capability

Representation of UCITS distributed to Non-Qualified Swiss Investors

Swiss Regulatory Requirements:

Marketing of UCITS to Swiss Non-Qualified Investors (i.e. retail investors) requires:

  • FINMA authorisation of the fund

  • The fund to appoint a Swiss Representative and a Swiss Paying Agent

  • Publication of the fund's NAV and fund data on a Swiss publishing platform

  • Prospectus, constitutional documents, KIIDs and annual (and semi-annual) reports to be made available.

  • Amendment of the prospectus and KIIDs to comply with Swiss requirements (including Swiss disclaimer in all fund documentation)

Once appointed, the Swiss Representative is responsible for preparing and submitting the fund authorisation request to FINMA.

The overall timeframe for obtaining FINMA authorisation is approximately 6 weeks (approval by FINMA takes at least 4 weeks following the authorisation request).

  • Advantages of working with ASR:

  • Internal legal and compliance expertise enabling quick execution

  • Digitalised on-boarding, monitoring and audit process

  • Long standing and continuous relationship with FINMA

  • Competitive pricing: no set-up fee and annual fixed fee including all representation services both for single funds and umbrella structures

  • Introduction and distribution capability

  • Privileged relationship with network of law firms.

Ongoing administrative and filing obligations with FINMA are requested from the Swiss Representative on behalf of the fund in the event of:

  • Registration of new funds or sub-funds

  • Deregistration of funds or sub-funds

  • Merger and liquidation of fund

  • Change in legal form of fund

  • Notification of new share class/cancellation of share class

  • Failure to launch a fund or to start distributing in Switzerland

  • Change of Swiss Representative or Swiss Paying Agent

  • Any action or order implemented by a foreign regulatory authority against the fund including a registration withdrawal

  • Errors in valuation and rectification thereof

Fund authorisation implies the following costs:

  • Representative fee (ASR's annual fee including all representation services)

  • Paying Agent fee (annual fee including all paying agent services)

  • FINMA fees (initial approval fee as well as applicable fee for each fund event requiring notification to FINMA as listed above)

  • Publishing Platform fee


FINSA Services

Please see our dedicated FINSA Section for more information


Distribution

ASR offers distribution services in Switzerland and the UK, on a case by case basis. The services offered as set out below:

Integrated:

Partnering with fund managers to build and maintain an investor base in the agreed geographic zone. Hands-on approach and support provided in all aspects of capital raising.

Consulting:

Market research and road show arrangements. Roundtable events.

Opportunistic:

Identification of investors on a pre-approved basis. Road show planning and execution. Accumulation of investor feedback.

ASR Link:

ASR Link has been created to streamline the introduction of funds to investors. The platform has been designed specifically to help our clients promote their funds to Swiss investors.
Click here for more information

Contact The ASR Team General Enquiries

asr-team@armswissrep.com

Contact Information

ARM Swiss Representatives SA

Route de Cité-Ouest 2, 1196 Gland – Switzerland.

For Compliance services contact:

T:   +41 22 354 25 33
M:  +41 78 892 92 97

For Distribution services and ASR Link contact:

T:   +41 22 354 25 32
M:  +41 79 138 02 32