Limited Qualified Investor Fund (L-QIF)

The Limited Investor Fund (“L-QIF”) is a new type of flexible Swiss investment fund that is expected to be launched in early 2023. Swiss regulations allow for the first time a fund not subject to regulator’s approval to be offered to qualified investors. As L-QIF does not require any approval or license from the Swiss Financial Market Supervisory Authority (“FINMA”), it can be launched quickly and without great expense. This new product is ideal for alternative and innovative investment strategies.

Background

According to the Collective Investment Schemes Act of 23 June 2006 (“CISA”) all Swiss collective investment schemes require FINMA approval. In the past, obtaining approval for alternative and innovative funds in Switzerland has taken a great deal of time and money. Unlike Swiss funds for qualified investors, similar foreign collective investment schemes are not subject to FINMA approval. Many investors are therefore turning to foreign investment opportunities.

In June 2019, the Swiss Federal Council initiated the consultation on an amendment of the CISA to introduce a new fund category. The amendment is intended to create a new, flexible fund category exclusively reserved for qualified investors. The L-QIF is intended to be the Swiss alternative to certain foreign funds such as the Reserved Alternative Investment Funds (“RAIF”) in Luxembourg or the Notified Alternative Investment Fund (“NAIF) in Malta, which do not require authorisation from their respective supervisory authorities. This should improve the competitiveness of the Swiss investment fund market without affecting investor protection.

Definition of a Limited Qualified Investor Fund

The L-QIF is a collective investment fund which is (i) exclusively reserved for qualified investors, (ii) not subject to FINMA authorization or approval (iii) and managed directly or indirectly by a supervised fund management company.

Legal form of a L-QIF 

The L-QIF is not formally a new form of Swiss funds.  An L-QIF can be established in one of the following existing legal forms pursuant to CISA:

• Swiss contractual funds (SCFs),

• Swiss investment companies with variable capital (SICAVs),

• Swiss limited partnerships for collective investment (Swiss LPs).

L-QIFs organised as contractual funds require a fund management company for the administration of the fund. In the case of a SICAV, management and investment decisions are also delegated to a fund management company.

L-QIFs organised as LPs for collective investments must delegate the management to a licensed manager of collective assets. 

L-QIFs in the form of self-managed SICAVs are not permitted. The requirements regarding the management of the L-QIF is an “indirect” supervision by FINMA. This ensures that the involved regulated companies have the required knowledge and experience to compensate the lack of licensing requirement of the fund. 

The investment decision can only be delegated to managers of collective assets or foreign investment managers who are appropriately regulated and supervised abroad, but not to Swiss asset managers who do not have a license to manage assets in collective investment schemes.  This last restriction was justified in the legislative process by the fact that asset managers are not supervised on a daily basis by FINMA, but by a supervisory organization that is not otherwise involved in the supervision of collective investment schemes.

For transparency reasons, the company or fund name of an L-QIF needs to contain the addition 'Limited Qualified Investor Fund'.

Qualified Investors

Investor protection is maintained by restricting access to L-QIF to qualified investors only.

In practice, it is expected that qualified investors carry out a due diligence before investing in an L-QIF. They may be involved in the negotiation or determination of the fund terms, and they may monitor and supervise the fund and its performance thoroughly.

The definition of qualified investors under CISA refers to:

• professional and institutional clients in accordance with the Financial Services Act (“FinSA”);

• high-net-worth retail individuals who have declared that they shall be treated as professional clients as well as the private investment structures established for the needs of these clients;

• investors with a written asset management agreement (discretionary or advisory) with a bank or a financial intermediary supervised by FINMA, provided that they have not indicated that they should not be considered as qualified investor.

Professional and institutional clients pursuant to FinSA include in particular, financial intermediaries, insurances companies, pension funds having a treasury managed on a professional basis.

Depositary

An L-QIF in the legal form of a SCF or a SICAV still needs to appoint a depositary bank. The depositary bank will also be subject to FINMA supervision and such a bank will assume important control functions. 

Investment guidelines

The investment guidelines or regulations for L-QIF are more liberal. No specific investment guidelines and risk diversification rules exist for L-QIFs, because only qualified investors are allowed to invest in an L-QIF. The CISA does not impose restrictions for permissible investments and, therefore, allows investments in traditional asset classes such as e.g., securities, money market instruments and real estate as well as in more exotic asset classes including commodities, crypto assets, art, wine, luxury goods or antique cars.  Furthermore, since no risk diversification rules apply either, an L-QIF may invest all its funds in a single asset or a single type of assets (e.g., shares of a single company). The risk diversification rules, as well as permitted investment and investment techniques must be disclosed to the investors in the fund documents. Like most of the other collective investment schemes, an L-QIF may invest in assets whose market liquidity is limited or valuation may be difficult. Although CISA delegates defining investment restrictions to the Federal Council, they are not expected to be stricter than the existing restrictions for funds for alternative investments. 

Documentation and prospectus

L-QIFs will not be required to prepare a prospectus or a key information document for the distribution or offering, as L-QIFs cannot be offered to retail clients.  Furthermore, FINMA does not need to review or approve any corporate document or marketing material.  However, on the first page of any marketing material and in connection with each marketing activity the fund needs to be clearly referred to as "L-QIF" or “Limited Qualified Investor Fund” and it needs to be clearly stated that the L-QIF is neither licensed or approved nor supervised by FINMA. 

Reporting requirements

For transparency reasons, the Federal Department of Finance (”FDF”) will maintain a publicly accessible register of all L-QIFs and institutions responsible for their administration.

These latest will have to inform the FDF of the L-QIF they administrate and cease to administrate. The notification of a termination needs to be made within two weeks of it being ended.

Conclusion

The L-QIF is a welcome new vehicle designed to make Switzerland a more attractive and competitive place for fund formation and domiciliation. In addition, offshore fund re-domiciliation could become an option, which would be interesting to keep running costs under control. Moreover, L-QIFs are expected to enhance the Swiss venture capital and private equity markets by opening new opportunities for more efficient pooling of assets.

Societe Generale, Paris, Zurich Branch
Talacker 50, P.O. Box 5070, 8021 Zurich, Switzerland                 

Isabelle Salomone, Head of Societe Generale Securities Services Switzerland & Siana Gasser, Vice President, Fund Representative Office

Disclaimer

This document is for marketing and informational purposes only and is intended for qualified investors / professional clients only. Under no circumstance should it, in whole or in part, be considered as a legal advice or an offer to enter into a business relationship.

Although information contained herein is from sources believed to be reliable, Société Générale makes no representation or warranty regarding the accuracy of any information and is not responsible for errors of any kind.