Collective Investment Schemes Ordinance (CISO)
Inserted by No I of the O of 31 Jan. 2024, in force since 1 March 2024 (AS 2024 73).
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force.
Chapter 1 General Provisions
Art. 126a Definition
(Art. 13 para. 2bis, 15 para. 3, 118a para. 1 and 118f para. 1 CISA) 1 A collective investment scheme is only deemed to be a Limited Qualified Investor Fund (L-QIF) if it expressly waives the requirement to obtain authorisation and approval from FINMA. 2 An express waiver exists if the institution responsible for the management of the L-QIF submits the first notification to the Federal Department of Finance (FDF) of the assumption of management in accordance with Article 126g paragraph 1 letter a of this Ordinance.
Art. 126b Applicability of this Ordinance, the CISO-FINMA and the recognised self-regulatory instruments of the industry organisation
(Art. 118a para. 2 CISA) 1 The L-QIF is subject to this Ordinance, unless otherwise specified herein. 2 It is subject to the provisions of the FINMA Collective Investment Schemes Ordinance of 27 August 2014 (CISO-FINMA) insofar as this Ordinance so provides. 3 It is subject by analogy to the following self-regulatory instruments issued by the industry organisation and recognised by FINMA as a minimum standard : a. Code of Conduct in the version dated 5 August and 23 September 2021; b. Guidelines for real estate funds in the version dated 5 August 2021; c. Guidelines for money market funds in the version dated 5 August 2021; d. Guidelines on the valuation of the assets of collective investment schemes and the handling of valuation errors in the case of open-ended collective investment schemes in the version dated 5 August 2021; e. Guidelines on the calculation and publication of performance data of collective investment schemes in the version dated 5 August 2021; f. Guidelines on the ca
Para. 2 — SR 951.312 Para. 3 — The code of conduct and guidelines can be obtained free of charge at Asset Management Association Switzerland under Self-regulation.
Art. 126c Conditions for a change of status from a supervised collective investment scheme to an L-QIF
(Art. 118b CISA) 1 The change of status from a supervised collective investment scheme to an L-QIF requires prior approval and, if necessary, authorisation from FINMA. 2 FINMA shall approve the change of status and, where applicable, authorise it if: a. the conditions set out in Article 118a paragraph 1 letters a–c CIS are met; b. the fund contract, the investment regulations or the articles of association provide for the possibility of a change of status; c. neither the collective investment scheme nor the investors incur any costs as a result of the change of status; and d. in the case of a collective investment scheme in the legal form: 1. of a contractual fund: – the custodian bank has approved the change of status and – only investors who have expressly consented to the change of status remain in the collective investment scheme, 2. of a SICAV: – the custodian bank has approved the change of status – those company shareholders who hold at least two thirds of the issued company sha
Art. 126d Obligation to inform on the change of status
(Art. 118b CISA) 1 The fund management company, the board of directors of a SICAV and the general partners of an LPCI must notify FINMA immediately of the decision to change status to an L-QIF. 2 In the case of a collective investment scheme in the legal form of a contractual fund or SICAV, the decision to change status must be published in the media of publication. The publication must contain the following information in particular: a. notice of the effects of the change of status on the authorisation or approval status of the collective investment scheme, in particular the release of the collective investment scheme from FINMA supervision; b. notice that investors may choose within 30 days of publication whether they wish to: 1. remain in the collective investment scheme if they expressly consent to the change of status, or 2. redeem their units in compliance with the contractual or regulatory redemption deadlines and dates if they terminate their units; c. notice that those investo
Art. 126e Restructuring
(Art. 118b CISA) Restructuring of an L-QIF with or into supervised collective investment scheme is not permitted.
Art. 126f Provisions not applicable to L-QIFs
(Art. 118d CISA) The following provisions are not applicable to L-QIFs: a. the provisions on authorization and approval and on FINMA's oversight activities (Art. 7–23, 31 para. 6, 33 para. 2, 35, 35a para. 2–4, 40, 53, 54 para. 4, 55 para. 1–3ter and 5–7, 61, 62 para. 2 second sentence and 3, 62b, 63 para. 3 and 4, 109, 110 para. 2, 110a, 114 para. 3, 115 para. 3 and 4, 116 para. 3 and 5, 118 para. 3, 119 para. 4 second sentence, 137, 141 and 142); b. the investment regulations in accordance with Articles32a, 67–102, 117 paragraphs 2 and 3, 120 and 121; c. the provisions on the amendment of the fund contract pursuant to Article 41 and on the change of custodian bank pursuant to Article 105.
Art. 126g Duty to notify and data processing
(Art. 118f CISA) 1 The institution responsible for the administration of an L-QIF shall notify the FDF of the following, stating its own company name and the name or company name of the L-QIF: a. the taking over of administration within 14 days of the signing of the fund contract or partnership agreement or the adoption of the articles of association; b. the ceasing of administration within 14 days of the signing of the amended fund contract or the amended articles of association, the adoption of the amended articles of association or the conclusion of the liquidation of the L-QIF. 2 When taking over the administration, it must also report the following in particular to the FDF for statistical purposes within the period specified in paragraph 1 letter a: a. the contact details of the L-QIF and the institution responsible for administration; b. the legal form, the open-ended or closed-ended nature and the investment categories of the L-QIF; c. the date on which the administration of the
Art. 126h Duties of the institution responsible for the administration of the L-QIF
(Art. 118g and 118h CISA) 1 The institution responsible for the administration of a L-QIF (Art. 118g or 118h CISA) is responsible for ensuring that the legal, contractual, statutory or regulatory provisions applicable to the L-QIF are complied with. 2 If a collective investment scheme does not comply or no longer complies with the definition of an L-QIF set out in Article 118a paragraph 1 letters a-c CISA, the institution must inform FINMA, the custodian bank and the audit firm immediately. 3 If the legal, contractual, statutory or regulatory provisions applicable to the L-QIF are otherwise not or no longer complied with, the institution must immediately inform the investors, the custodian bank and the audit firm and ensure that the proper situation is restored within a reasonable period of time. If this is not possible, it must dissolve the L-QIF.
Chapter 2 Special Provisions for L-QIFs in the Leg
Art. 126i Amendment of the fund contract of an L-QIF in the legal form of a contractual fund
(Art. 118j para. 2 CISA) Amendments to the fund contract of an L-QIF in the legal form of a contractual fund that are required by law, that do not affect the rights of investors or are of an exclusively formal nature are exempt from the publication requirement under Article 118j paragraph 2 CISA.
Art. 126j Preparation and amendment of the investment regulations and amendment of the articles of association of an L-QIF in the legal form of a SICAV
(Art. 50, 94 and 118a para. 2 CISA) 1 The content of the investment regulations of an L-QIF in the legal form of a SICAV is governed by the provisions of the fund contract, unless the CISA or the articles of association provide otherwise. The investment regulations must be approved by the general meeting of shareholders. 2 The general meeting of the SICAV or the subfunds is responsible for amending the investment regulations, provided that the amendment: a. is not required by law; b. affects the rights of the shareholders; or c. is not of an exclusively formal nature. 3 If the general meeting of shareholders decides to amend the investment regulations, it must either publish the following information in the media of publication or notify the investors in writing: a. a summary of the material changes; b. a reference to the places where the text of the amendments can be obtained free of charge; and c. an indication of when the amendments will come into force. 4 Paragraphs 1–3 apply by an
Art. 126k Creation, liquidation or merger of unit classes
(Art. 26 para. 3, 78 para. 3 and 118a para. 2 CISA) 1 In the case of an L-QIF in the legal form of a contractual fund or SICAV, the fund management company or the SICAV may, subject to the consent of the custodian bank, create, cancel or merge unit classes, provided this is provided for in the fund contract or the articles of association. 2 In doing so, it shall address the following specific criteria: cost structure, reference currency, currency hedging, distribution or reinvestment of income, minimum investment or investor eligibility. 3 The details must be set out in the fund contract or the investment regulations. The risk that a class may be liable for another class must be specifically disclosed. 4 The fund management company or the SICAV shall announce the creation, dissolution or merging of unit classes in the media of publication. Only a merger is deemed to be an amendment to the fund contract or the investment regulations. 5 Article 112 paragraph 3 letters a-c applies accordi
Art. 126l Minimum assets
(Art. 25 para. 3, 36 para. 2 and 118a para. 2 CISA) 1 An L-QIF in the legal form of a contractual fund or SICAV must have net assets of at least 5 million Swiss francs at the latest one year following its launch. 2 The fund management company may extend the deadline twice by six months if this is provided for in the fund contract or the investment regulations. 3 If the fund management company exercises its right to extend the deadline, it must inform the custodian bank and the audit company immediately and either publish the decision in the media of publication or notify the investors in writing.
Art. 126m Exceptions from the right to redeem at any time
(Art. 79 and 118a para. 2 CISA) 1 The fund contract or the investment regulations of an L-QIF in the legal form of a contractual investment fund or SICAV whose value is difficult to ascertain, or which has limited marketability, may provide for notice to be served only on specific dates, subject to a minimum of every five years. 2 Furthermore, the fund contract or the investment regulations may permit a pro rata cutting off of redemption applications on reaching a specific percentage or threshold on a specific trading day in exceptional circumstances if this is in the interests of the remaining investors (gating). The remaining portion of redemption applications shall be considered submitted for the subsequent valuation day. Details must be disclosed in the fund contract or the investment regulations. 3 If the fund management company makes a decision on gating, it must inform the audit company immediately and either publish the decision in the media of publication or notify the investo
Art. 126n Duty to notify of deferred payment
(Art. 81 para. 1, 118a para. 2 and 118m CISA) The fund management company must inform the audit firm immediately of the temporary deferral of payment in accordance with Article 81 paragraph 1 or 118m CISA and either publish the decision in the media of publication or notify the investors in writing.
Chapter 3 Investment Provisions
(Art. 118n–118p CISA)
Section 1 Investment Restrictions and Techniques f
Art. 126o Risk notice
1 In the case of L-QIFs in the legal form of a contractual fund or SICAV, the risk notice in accordance with Article 118n paragraph 2 CISA must take the form of a warning clause that briefly and concisely describes the main risks associated with the potential investments. The warning clause must be included on the first page of the fund contract or the investment regulations and in the advertising documents. 2 The fund contract or the investment regulations must also contain explanations of the special risks and, where applicable, the increased volatility of the L-QIF.
Art. 126p Investment restrictions and techniques
1 L-QIFs in the legal form of a contractual fund or SICAV may: a. borrow sums amounting to no more than 50 per cent of the net fund assets; b. pledge or cede as collateral no more than 100 per cent of the fund's net assets; c. commit to an overall exposure of up to 600 per cent of the fund's net assets. 2 The investment restrictions shall be set out explicitly in the fund contract or the investment regulations. 3 The fund contract or the investment regulations must also describe the permitted investment techniques, such as securities lending, repurchase agreements, the use of derivatives, borrowing or transfer of ownership by way of security, short selling and the granting of loans. In particular, they must regulate the type and amount of permitted short sales. If securities lending or repurchase agreements are permitted, the fund contract or the investment regulations and the annual report must contain the information specified in Article 76 paragraphs 4 and 5. 4 Articles 1–55 CISO-FI
Para. 4 — SR 951.312 Para. 4 — AS 2014 4237
Art. 126q Compliance with investment regulations
1 Unless specified otherwise, the percentage restrictions given in Article 126p relate to the fund assets at market values; they must be maintained at all times. 2 In the case of L-QIFs which include subfunds, the investment restrictions and techniques for each individual subfund apply. 3 An L-QIFs in the legal form of a contractual fund or SICAV must comply with the investment restrictions within two years of its launch. If this deadline cannot be met, the fund management company may extend it once, provided this is permitted by the fund contract of the investment regulations. If the fund management company exercises this right, it must inform the custodian bank and the audit company immediately and either publish the decision in the media of publication or notify the investors in writing. 4 If the limits are exceeded as a result of market changes, the investments must be restored to the permitted level within a reasonable period, taking due account of the investors' interests. 5 If t
Art. 126r Investments in other collective investment schemes
The fund contract of an L-QIF in the legal form of the contractual fund or the investment regulations of a SICAV must regulate the extent to which the L-QIF may make investments in other collective investment schemes (target funds). If this involves a significant portion of the fund assets, then: a. the fund contract or the investment regulations must state the maximum amount of the management fees to be borne by the L-QIF itself and by the target funds; b. the annual report must state the maximum amount of the management fees to be borne by the L-QIF on the one hand and the target funds on the other.
Art. 126s Master-feeder structures
1 An L-QIF feeder fund is an L-QIF that invests at least 85 per cent of the fund’s assets in units of the same L-QIF target fund (L-QIF master fund). 2 Master-feeder structures are permitted for L-QIFs, provided this is permitted by the fund contract or the investment regulations and both the master fund and the feeder fund are L-QIFs. 3 The investors in an L-QIF master fund are its L-QIF feeder funds. Other investors may be admitted provided that: a. they are informed in advance that they are investing in a master fund; and b. it is ensured that they are treated in the same way as the L-QIF feeder funds. 4 Articles 56–64 CISO-FINMA in its version dated 1 January 2015 on master-feeder structures apply by analogy, with the exception of the obligations to inform FINMA and to obtain FINMA approval.
Para. 4 — SR 951.312 Para. 4 — AS 2014 4237
Section 2 Additional Provisions for L-QIFs in the
Art. 126t Real estate investments
1 The permitted real estate investments of an L-QIF in the legal form of the contractual fund or a SICAV must be expressly described in the fund contract or the investment regulations. 2 The real estate and mortgage notes or other contractual charges on property must be entered in the land register in the name of the fund management company or the SICAV, noting the affiliation to the L-QIF. If the L-QIF has subfunds, it must be noted to which subfund the property, mortgage note or other contractual charges on property belongs. 3 The fund contract or the investment regulations must contain information on whether the L-QIF may acquire undeveloped land that is not connected to utilities and not suitable for immediate development and does not have a legally valid building permit for development. The fund contract or the investment regulations must describe the special risks associated with such investments. 4 If the fund management company has buildings constructed or carries out building
Art. 126u Real estate investments in co-ownership
1 An L-QIF in the legal form of a contractual fund or SICAV may hold real estate in co-ownership. In the case of ordinary co-ownership, the fund contract or the investment regulations must specify whether: a. the L-QIF may hold minority interests; b. the fund management company or the SICAV has reserved the rights, measures and actions provided for in Articles 647a–651 CC in a use and administration regulations pursuant to Article 647 paragraph 1 CC, or c. the pre-emption right pursuant to Article 682 CC is contractually revoked. 2 In the case of co-ownership interests that correspond to a minority interest, the fund contract or the investment regulations must contain the following information: a. the minimum percentage shareholding that the L-QIF must hold in the case of minority shareholdings; b. whether the remaining co-owners must be known to the fund management company or the SICAV; c. whether any restrictions on the right to sell co-ownership units at any time are possible; and d
Para. 1 let. b — SR 210
Art. 126v Pledging and ceding the rights of lien as collateral
In relation to pledging land and ceding the rights of lien as collateral, the encumbrance of all properties of an L-QIF in the legal form of a contractual fund or SICAV may not exceed on average one half of the market value of all real estate assets.
Art. 126w Risk diversification
The fund contract and investment regulations of L-QIF in the legal form of a contractual fund or SICAV with real estate investments must contain the following information on risk diversification in particular: a. the minimum number of properties that must be acquired by the L-QIF; b. the following investment restrictions as a percentage of the L-QIF's assets: 1. the maximum percentage that the market value of a single property may represent, 2. the maximum percentage that can be invested in building land, 3. the maximum percentage that can be invested in leasehold land, 4. the maximum percentage that can be invested in mortgage notes and other contractual charges on property, 5. the maximum percentage that can be invested in units in other real estate funds and real estate investment companies.
Art. 126x Transactions with closely connected persons
1 In the case of an L-QIF in the legal form of a contractual fund or SICAV with real estate investments, transactions with closely connected persons in accordance with Article 63 paragraphs 2 and 3 CISA are permitted if: a. this possibility is provided for in the fund contract or the investment regulations; b. the number of investors stipulated in the fund contract or the investment regulations, with at least half of the investors or the votes represented at the general meeting, approve the transaction; c. in addition to the valuation report of the L-QIF's regular valuation experts, a valuation expert independent of them or their employer and of the fund management company or SICAV and the custodian bank of the L-QIF confirms the market conformity of the purchase and sale price of the real estate value and the transaction costs in accordance with Article 64 paragraph 1 CISA. 2 Following conclusion of the transaction, the fund management company must prepare a report containing the foll
Art. 126y Requirements for valuation experts and valuation of real estate investments
1 The valuation experts in accordance with Article 118p paragraph 2 CISA must: a. have the necessary qualifications; b. be independent; and c. have sufficient financial guarantees or have taken out professional indemnity insurance. 2 They must carry out the valuation with the diligence of a prudent and competent valuation expert. 3 The valuation of properties on acquisition or sale, the valuation of properties belonging to the L-QIF and the audit and valuation of construction projects are governed by Articles 92–94.
Section 3 Investment Regulations for L-QIF in the
Art. 126z Investment restrictions and techniques
The company agreement of an L-QIF in the legal form of an LPCI must explicitly state the applicable investment restrictions and describe the permitted investment techniques.
Art. 126zbis Transactions with closely connected persons
1 Construction, real estate and infrastructure projects are permitted only if they are by persons that are neither directly nor indirectly connected with: a. the general partner; b. the persons responsible for the administration and the management; or c. the investors. 2 The general partner, the persons responsible for the administration and the management and closely connected natural and legal persons, and the investors in an LPCI, may acquire real estate and infrastructure assets from that partnership or assign any such assets to it if: a. the market conformity of the purchase and selling price of the real estate assets and infrastructure assets as well as the transaction costs are confirmed by an independent valuation expert; and b. the shareholders' meeting has approved the transaction. 3 As part of its audit of the institution responsible for management, the audit firm must verify compliance with the special duty of loyalty in relation to real estate investments.
Art. 126zter Requirements for valuation experts and valuation of real estate investments
The requirements for valuation experts, the valuation of properties on acquisition or sale, the valuation of properties belonging to the L-QIF and the audit and valuation of construction projects are governed by Article 126y.
Chapter 4 Accounting, Valuation, Filing of Account
(Art. 118i CISA)
Art. 126zquater Accounting, valuation and filing of accounts
1 Articles 79–105 and 108 CISO-FINMA in the version dated 1 January 2021 apply by analogy to the accounting, valuation and reporting of an L-QIF, with the exception of the second sentence of Article 83 paragraph 1. 2 Insofar as the valuation is not governed by CISO-FINMA or the recognised self-regulation of the industry organisation, it must be carried out in accordance with recognised international standards. The standards applied must be described in detail in the fund contract, the investment regulations or the company agreement.
Para. 1 — SR 951.312 Para. 1 — AS 2014 4237; 2020 5327
Art. 126zquinquies Duty to publish
1 The fund contract or the investment regulations of an L-QIF in the legal form of the contractual fund or SICAV must specify when and in what form the issue and redemption prices and the net asset value are to be disclosed to investors. Disclosure must be made at least once a year. 2 If the net asset value is published, the words ‘excluding commissions’ must be added.
Chapter 5 Audit and Audit Reports
(Art. 118i para. 6 CISA)
Section 1 Audit
Art. 126zsexies Division
The L-QIF audits are divided into an audit of accounts and a supplementary audit.
Art. 126zsepties Audit of accounts
1 The auditing of the L-QIF's accounts comprises the audit of the information in accordance with Articles 89 paragraph 1 letters a–h and 90 CISA. 2 The auditing of the accounts of the general partner of an L-QIF in the legal form of an LPCI is governed by Articles 728–731a OR. 3 The auditing of accounts must be carried out annually.
Para. 2 — SR 220
Art. 126zocties Additional audit
1 The additional audit of the L-QIF comprises the audit of compliance with the following regulations: a. the regulation on the defining criteria for an L-QIF in accordance with Article 118a paragraph 1 CISA; b. the regulation on notification and the collection of data in accordance with Article 118f CISA. 2 The additional audit must be carried out every two years. 3 In the first audit year after the launch of the L-QIF or after amendment of the fund documents, the additional audit shall also include an audit of compliance with the following regulations: a. regulations on the issue and content of the following documents: 1. the fund contract of an L-QIF in the legal form of the contractual fund, 2. the articles of association and the investment regulations of an L-QIF in the legal form of a SICAV, 3. the company agreement of an L-QIF in the legal form of an LPCI; b. regulations on amending the documents in accordance with letter a; c. when using the model approach for risk measurement:
Para. 3 let. c — SR 951.312 Para. 3 let. c — AS 2014 4237 Para. 5 — SR 956.161 Para. 6 — SR 951.312 Para. 6 — AS 2014 4237; 2020 5327
Section 2 Audit Reports
Art. 126znovies Audit reports
1 The audit company prepares: a. the following reports on the auditing of accounts: 1. audit reports on the audit of the annual accounts in accordance with Article 118i paragraph 2 KAG, 2. summary reports on the audit of the L-QIF; b. audit reports on the additional audit. 2 In the case of an L-QIF, which include subfunds, individual reports must be submitted for each subfund. 3 The reports must be written in one of Switzerland’s official languages or in English.
Art. 126zdecies Reports on the auditing of accounts
The provisions of the Swiss Code of Obligations on the ordinary audit apply by analogy to the reports on the auditing of accounts.
SR 220
Art. 126zundecies Summary report
1 The audit company must prepare the summary report in good time before publication of the annual report. It must be signed by the responsible lead auditor and another authorised signatory from the audit company. 2 The summary report must comment on compliance with the legal, contractual, statutory and regulatory provisions on the annual accounts and on the audit of the information pursuant to Article 89 paragraph 1 letter a–h CISA. In the case of L-QIFs with real estate investments, it must also comment on the information pursuant to Article 90 CISA. 3 In the case of an L-QIF in the legal form of an SICAV, the summary report may also include the auditor's report in accordance with Article 728b CO. 4 The standard confirmation of the industry organisation for auditing declared generally binding by FINMA also applies to the L-QIF.
Para. 3 — SR 220
Art. 126zduodecies Audit report on the supplementary audit
1 The audit report on the supplementary audit must present the results of the audit comprehensively, clearly and objectively. The lead auditor and another auditor with authority to sign shall confirm this with their signatures. 2 The audit report must be brought to the attention of the body responsible for the governance, supervision and control of the institution responsible for the management of the L-QIF and the body responsible for the governance, supervision and control of the L‑QIF. The audit report shall be discussed at a meeting of these bodies and the discussion shall be recorded in the minutes.
Art. 126z tredeciesMaterial deficiencies
1 If the audit firm identifies material deficiencies in the course of its audit activities, it must include these as reservations in the audit report on the supervisory audit of the institution responsible for the management of the L-QIF. 2 The violation of a provision pursuant to Article 118a paragraph 1 CISA is always considered a material deficiency.