Fund Distribution Alert
Fund Distribution Alert
Switzerland — new Swiss regulations impacting cross-border fund distribution
On 1 January 2020, the Amendments of the Financial Services Act (FinSA) and the Financial Institutions Act (FinIA) will enter into force. On 6 November 2019, the Federal Council issued ordinances containing the implementing provisions for FinSA and FinIA — the Financial Services Ordinance (FinSO), the Financial Institutions Ordinance (FinIO) and the Supervisory Organisations Ordinance (SOO).
Under these new regulations, foreign asset managers must comply with Swiss rules for 'offering' funds in Switzerland instead of the previous 'distribution' definition under CISA. All communications that include sufficient information about the offering terms and the financial instrument concerned are considered an 'offer'.
Non-Swiss fund managers who 'offer' funds in Switzerland should note the following main requirements:
- As of 1 January 2020, any marketing material or advertisement for a collective investment must be appropriately labeled.
- The obligation to appoint a licensed distributor in Switzerland and to involve the Swiss representative in the distribution agreement process is abolished. Instead, advisors in Switzerland will need to be registered as a 'client adviser' by 30 June 2020, unless exempted.
- All entities that purchase or sell financial instruments, transmit financial instrument orders, provide portfolio management, investment advice and/or loan services regarding financial instruments to investors in Switzerland (financial service providers) must:
- Associate with an ombudsman by 30 June 2020.
- Classify clients as private, professional or institutional by 31 December 2021, with the option for clients to switch between categories by opting-in/out. The new legislation introduces this client segmentation regime alongside the qualified and non-qualified categories.
- Comply with new conduct and organization rules — e.g. carrying out specific information and documentation duties for each client segment — by 31 December 2021.
Also, based on the targeted investor in Switzerland, the following changes apply:
Offers to non-qualified investors
- From 1 January 2020 onwards, prospectuses, financial reports and KIIDs can be filed in English.
- As of 31 December 2021, preparing a basic information sheet — or a PRIIPs-KID with Swiss disclosures — is mandatory.
Offers to qualified investors only
As of 1 January 2020, it is no longer mandatory to appoint a Swiss representative and paying agent if distributing to qualified investors. This is subject to certain exceptions.
Please note that any information provided is general in nature, is based on the latest publicly available information as analyzed on a best endeavor basis and does not constitute any specific legal opinion or advice.
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