text: 951.31English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force.Federal Act on Collective Investment Schemes(Collective Investment Schemes Act, CISA)of 23 June 2006 (Status as of 1 January 2020) The Federal Assembly of the Swiss Confederation,based on Articles 98 paragraphs 1 and 2 and 122 paragraph 1 of the Federal Constitution1, and having considered the Federal Council Dispatch of 23 September 20052,decrees:1AS 2006 5379 SR 1012 BBl 2005 6395Title 1 General Provisions  Chapter 1 Aim and Scope of Application  Art. 1 Aim  This Act aims to protect investors and to ensure transparency and the proper functioning of the market for collective investment schemes.Art. 2 Scope of Application  1 This Act governs the following, irrespective of their legal status:a.3collective investment schemes and persons who are responsible for the safekeeping of assets held in them;b.4foreign collective investment schemes which are offered in Switzerland;c.–e.5...f.persons who represent foreign collective investment schemes in Switzerland.62 The following are not governed by this Act:a.institutions and ancillary institutions in the occupational pensions sector, in- cluding investment foundations;b.social security institutions and compensation funds;c.public authorities and institutions;d.operating companies which are engaged in business activities;e.companies which by way of a majority of the votes or by any another way bring together one or more companies to form a group under single man- agement (holding companies);f.investment clubs whose members are in a position to manage their financial interests themselves;g.associations and foundations as defined in the Swiss Civil Code7;h.8...2bis ...93 Investment companies in the form of a Swiss company limited by shares are not governed by this Act, provided they are listed on a Swiss exchange, or provided that:10a.11only shareholders as defined in Article 10 paragraphs 3 and 3ter are entitled to participate in them; andb.their shares are registered.124 ...133  Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).4  Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).5  Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).6  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).7 SR 2108  Inserted by No I of the FA of 28 Sept. 2012 (AS 2013 585; BBl 2012 3639). Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from  1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).9  Inserted by No I of the FA of 28 Sept. 2012 (AS 2013 585; BBl 2012 3639). Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from  1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).10  Amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).11  Amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).12  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).13  Repealed by No I of the FA of 28 Sept. 2012, with effect from 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 3–614 14  Repealed by Annex No 3 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).Chapter 2 Collective Investment Schemes  Art. 7 Definition  1 Collective investment schemes are assets raised from investors for the purpose of collective investment, and which are managed for the account of such investors. The investment requirements of the investors are met on an equal basis.2 Collective investment schemes may be open or closed-ended.3 The Federal Council may stipulate a minimum number of investors in accordance with the legal status and target group. It may authorise collective investment schemes for a single qualified investor (single investor fund) in accordance with Article 10 paragraph 3 in conjunction with Article 4 paragraph 3 letters b, e and f of the Financial Services Act of 15 June 201815 (FinSA).16 174 In the case of single investor funds, the fund management company and the in- vestment company with variable capital (SICAV) may delegate the investment decisions to the single investor. FINMA may exempt them from the duty to subject themselves to supervision recognised under Article 31 paragraph 3 and Article 36 paragraph 3, respectively.185 Collective investment schemes must have their registered office and head office in Switzerland.1915 SR 950.116 Second sentence amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).17  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639)18  Inserted by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639)19 Inserted by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).Art. 8 Open-ended collective investment schemes  1 Open-ended collective investment schemes may be in the form of a contractual fund (Art. 25 et seq.) or SICAV (Art. 36 et seq.).2 With open-ended collective investment schemes, investors have either a direct or indirect legal entitlement, at the expense of the collective assets, to redeem their units at the net asset value.3 Each open-ended collective investment scheme has its own fund regulations. In the case of contractual funds this is the collective investment contract (fund contract), and in the case of SICAVs it is the articles of association and the investment regulations.Art. 9 Closed-ended collective investment schemes  1 Closed-ended collective investment schemes may be in the form of a limited partnership for collective capital investments (Art. 98 et seq.) or an investment company with fixed capital (SICAF, Art. 110 et seq.).2 In the case of closed-ended collective investment schemes, investors have neither a direct nor an indirect legal entitlement at the expense of the collective assets to the redemption of their units at the net asset value.3 Limited partnerships for collective investment are based on a company agreement.4 SICAFs are based on articles of association and issue a set of investment regulations.Art. 10 Investors  1 Investors are natural and legal persons, as well as general and limited partnerships, which hold units in collective investment schemes.2 Collective investment schemes are open to all investors, except where this Act, the fund regulations or the articles of association restrict investor eligibility to qualified investors.3 Qualified investors within the meaning of this Act are professional clients as defined in Article 4 paragraphs 3–5 or Article 5 paragraphs 1 and 4 FinSA20:213bis ...223ter Qualified investors also include retail clients for whom a financial intermediary in accordance with Article 4 paragraph 3 letter a FinSA or a foreign financial intermediary that is subject to equivalent prudential supervision provides portfolio management or investment advice in accordance with Article 3 letter c items 3 and 4 FinSA within the scope of a permanent portfolio management or investment advice relationship, provided they have not declared that they do not wish to be treated as such. Such declaration must be made in writing or in another form demonstrable via text.234 ...245 The FINMA may fully or partially exempt collective investment schemes from certain provisions of the financial market acts within the meaning of Article 1 paragraph 1 of the Financial Market Supervision Act of 22 June 200725 (FINMASA), provided that they are exclusively open towards qualified investors and that the protective purpose of this Act is not impaired, specifically from the provisions concerning:26a.27...b.28...c.the requirement to produce a semi-annual report;d.the requirement to provide investors with the right to terminate their invest- ment at any time;e.the requirement to issue and redeem units in cash;f.risk diversification.20 SR 950.121  Amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).22  Inserted by No I of the FA of 28 Sept. 2012 (AS 2013 585; BBl 2012 3639). Repealed by Annex No 3 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).23  Inserted by No I of the FA of 28 Sept. 2012 (AS 2013 585; BBl 2012 3639). Amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).24  Repealed by Annex No 3 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).25 SR 956.126  Amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).27  Repealed by No I of the FA of 28 Sept. 2012, with effect from 1 June 2013  (AS 2013 585; BBl 2012 3639).28  Repealed by Annex No 3 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).Art. 11 Units  Units are claims against the fund management company conferring entitlement to the assets and income of the investment fund or interests in the investment company.Art. 12 Protection against confusion or deception  1 The designation «collective investment scheme» must not provide any grounds for confusion or deception, in particular in relation to the investments.2 Designations such as «investment fund», «investment company with variable capital», «SICAV», «limited partnership for collective investment», «investment company with fixed capital» and «SICAF» may only be used for the relevant collective investment schemes governed by this Act.2929  Amended by No III of the FA of 25 Sept. 2015 (Law on Business Names), in force since 1 July 2016 (AS 2016 1507; BBl 2014 9305).Chapter 3 Authorisation and Approval   Section 1 General  Art. 13 Duty to obtain authorisation  1 Any party who establishes or operates a collective investment scheme or is responsible for the safekeeping of the assets held in it requires authorisation from FINMA.302 The following must apply for authorisation:a.31...b.SICAVs;c.limited partnerships for collective investment;d.SICAFs;e.32the custodian bank;f. und g.33 ...h.representatives of foreign collective investment schemes.3 Representatives who are already subject to other equivalent official supervision may be granted exemption from the duty to obtain authorisation by the Federal Council.344 ...355 The persons cited in paragraph 2 letters b–d may only be entered in the Commercial Register once authorisation has been granted by FINMA.3630  Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).31  Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).32  Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).33 Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).34  Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).35  Repealed by No I of the FA of 28 Sept. 2012, with effect from 1 March 2013  (AS 2013 585; BBl 2012 3639).36  Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).Art. 14 Authorisation requirements  1 Authorisation is granted if:a.37the persons under Article 13 paragraph 2 and the persons responsible for the administration and management provide the guarantee of irreproachable business conduct; abis.38the persons responsible for the administration and management enjoy a good reputation and possess the specialist qualifications required for the function;b.the significant equity holders have a good reputation and do not exert their influence to the detriment of prudent and sound business practice;c.compliance with the duties stemming from this Act is assured by internal regulations and an appropriate organisational structure;d.sufficient financial guarantees are available;e.the additional authorisation conditions listed in the relevant provisions of the Act are met.1bis Insofar as the financial guarantees are used to meet minimal capital requirements, the Federal Council may stipulate higher capital requirements than required by the Code of Obligations39.401ter The Federal Council may stipulate additional authorisation conditions if this is consistent with recognised international standards.412 ...423 The following are deemed to be significant equity holders, provided they directly or indirectly control at least 10 percent of the capital or votes in the persons specified in Article 13 paragraph 2 or can materially influence their business activities in another way:a.natural and legal persons;b.general and limited partnerships;c.financially related parties which meet this criterion on a combined basis.4337  Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).38 Inserted by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).39 SR 22040  Inserted by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, in force since 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).41  Inserted by No I of the FA of 28 Sept. 2012 (AS 2013 585; BBL 2012 3639). Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since  1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).42  Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).43  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 15 Duty to obtain approval  1 The following documents are required for obtaining the approval of FINMA:a.for investment fund, the collective investment contract (Art. 25);b.for SICAVs, the articles of association and investment regulations;c.for limited partnerships for collective investment, the company agreement;d.SICAFs, the articles of association and investment regulations;e.44the relevant documents of foreign collective investment schemes which are offered to non-qualified investors.2 If an investment fund or SICAV is structured as an open-ended collective invest- ment scheme with subfunds (Art. 92 et seq.), each subfund or category of shares requires individual approval.44  Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).Art. 16 Change in circumstances  If there is a change in the circumstances underlying the authorisation or approval, FINMA's authorisation or approval must be sought prior to the continuation of activity.Art. 17 Simplified authorisation and approval procedure  The Federal Council may specify a simplified authorisation and approval procedure process for collective investment schemes.Section 2 ...  Art. 18–18c45 45 Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901)Section 3 ...  Art. 1946 46  Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).Chapter 4 Protection of Investors' Interests47 47  Amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901). Art. 20 Principles  1 Persons who manage or represent collective investment schemes or hold the assets of these schemes in safekeeping, as well as their agents must fulfil the following duties in particular:48a.duty of loyalty: they act independently and exclusively in the interests of the investors;b.due diligence: they implement the organisational measures that are necessary for irreproachable business conduct;c.49duty to provide information: They shall render account of the collective investment schemes which they manage and represent and the assets of these schemes which they hold in safekeeping, and provide information on all of the fees and costs incurred directly or indirectly by investors as well as compensation from third parties, particularly commissions, discounts or other financial benefits.2 ...503 Persons who manage or represent collective investment schemes or hold their assets in safekeeping, as well as their agents, shall take all necessary precautions to ensure that all duties in relation to all their business activities are performed properly.5148  Amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).49  Amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).50  Repealed by Annex No 3 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).51  Inserted by No I of the FA of 28 Sept. 2012 (RU 2013 585; BBl 2012 3639). Amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).Art. 21 Investments  1 Persons who manage or represent collective investment schemes or hold their assets in safekeeping, as well as their agents shall pursue an investment policy that at all times corresponds with the investment characteristics of the collective investment scheme as set out in the relevant documents.522 In respect of the purchase and sale of assets and rights on their own behalf as well as that of third parties, they are only entitled to receive the fees specified in the relevant documents. Compensation in accordance with Article 26 FinSA53 must be credited to the collective investment scheme.54 3 Assets acquired for their own account may only be purchased at market price, while any sale of own-account assets must also be at market price.52  Amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).53 SR 950.154 Second sentence amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).Art. 2255 55  Repealed by Annex No 3 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).Art. 23 Exercising membership and creditors' rights  1 The membership and creditors' rights associated with the investments must be exercised independently and exclusively in the interests of the investors.2 Article 685d paragraph 2 of the Code of Obligations56 does not apply to investment funds.3 If a fund management company manages several investment funds, the level of the participation with respect to the percentage limit set out in Article 685d paragraph 1 of the Code of Obligations is calculated individually for each investment fund.4 Paragraph 3 also applies to each subfund of an open-ended collective investment scheme as defined in Article 92 et seq.56 SR 220Art. 2457 57  Repealed by Annex No 3 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).Title 2 Open-Ended Collective Investment Schemes   Chapter 1 The Contractual Fund  Section 1 Definition  Art. 25 1 The contractual fund (investment fund) is based on a collective investment agree- ment (fund contract) under which the fund management company commits itself to:a.involving investors in accordance with the number and type of units which they have acquired in the investment fund;b.managing the fund's assets in accordance with the provisions of the fund contract at its own discretion and for its own account.2 The custodian bank is a party to the contract in accordance with the tasks conferred on it by the law and by the fund contract.3 The investment fund must have the stipulated minimum assets. The Federal Coun- cil determines the level thereof, and the period in which it must be accumulated.Section 2 The Fund Contract  Art. 26 Content  1 The fund management company draws up the fund contract and, with the consent of the custodian bank, submits it to FINMA for approval.2 The fund contract sets out the rights and duties of the investors, the fund manage- ment company and the custodian bank.3 The Federal Council determines the minimum contents.5858  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 27 Amendments to the fund contract  1 Amendments to the fund contract must be submitted by the fund management company, with the consent of the custodian bank, to FINMA.2 If the fund management company amends the fund contract, it must publish a summary of the significant amendments in advance, in which reference is made to the locations where the full wording of the contractual amendments may be obtained free of charge.3 These publications must inform investors of their right to lodge objections with FINMA within 30 days of their publication. The procedure is based on the Federal Act on Administrative Procedure of 20 December 196859. Investors must further- more be made aware that they may request the repayment of their units in cash, while observing the contractual or regulatory notice period.604 FINMA publishes its decision in the media of publication.59 SR 172.02160  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013 (RU 2013 585; BBl 2012 3639).Section 3 ...  Art. 28–3561 61  Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).Chapter 2 Investment Company with Variable Capital   Section 1 General Provisions  Art. 36 Definition and duties62  1 SICAV is a company:a.whose capital and number of shares are not specified in advance;b.whose capital is divided into company and investor shares;c.for whose liabilities only the company's assets are liable;d.whose sole object is collective capital investment.2 A SICAV shall have a minimum level of assets. The Federal Council determines the level and the period within which it must be accumulated.3 The SICAV may delegate investment decisions only to persons who hold the authorisation required for this activity. Articles 14 and 35 of the Financial Institutions Act of 15 June 201863 (FinIA) apply mutatis mutandis.64 62  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).63 SR 954.164 Inserted by by No I of the FA of 28 Sept. 2012 (AS 2013 585; BBl 2012 3639). Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).Art. 37 Formation  1 The formation of a SICAV is based on the provisions of the Code of Obligations65 regarding the formation of companies limited by shares, with the exception of the provisions regarding contributions in kind, acquisitions in kind and special privileges.2 The Federal Council specifies the minimum investment amount for a SICAV on its formation.663 ...6765 SR 22066 Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).67 Repealed by No I of the FA of 28 Sept. 2012, with effect from 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 38 Company name  1 The company name must contain a description of the legal status or the abbrevia- tion thereof (SICAV).2 In all other respects, the provisions of the Code of Obligations68 regarding the name of companies limited by shares apply.68 SR 220Art. 39 Capital adequacy  1 There must be an appropriate relationship between the holdings of the company shareholders and the total assets of the SICAV. The Federal Council regulates this relationship.2 In special cases, FINMA may grant a relaxation of the requirements or may order a tightening thereof.Art. 40 Shares  1 The company shares are registered.2 The company and investor shares have no nominal value and must be fully paid up in cash.3 The shares are freely transferable. The articles of association may restrict investor eligibility to qualified investors if the shares of the SICAV are not listed on an exchange. If the SICAV withholds its consent to a transfer of the shares, Article 82 applies.4 The articles of association may specify different categories of shares, to which different rights are assigned.5 The issuing of participation certificates, dividend right certificates and preference shares is prohibited.Art. 41 Company shareholders  1 The company shareholders contribute the minimum holding necessary for the formation of the SICAV.2 They resolve the dissolution of the SICAV and its subfunds in accordance with Article 96 paragraphs 2 and 3.693 In all other respects, the provisions regarding the rights of the shareholders (Art. 46 et seq.) apply.4 The rights and duties of the company shareholders pass to the purchaser on the transfer of the shares.69 Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 42 Issue and redemption of shares  1 Unless the law and articles of association provide otherwise, a SICAV may at any time issue new shares at the net asset value and must, if requested by a shareholder, at any time redeem issued shares at the net asset value. This requires neither an amendment to the articles of association nor an entry in the Commercial Register.2 A SICAV may not hold treasury shares, whether directly or indirectly.3 The shareholders have no entitlement to the portion of newly issued shares corresponding to their previous holding. In the case of real estate funds, this is subject to Article 66 paragraph 1.4 In all other respects, the issue and redemption of shares is conducted in accordance with Articles 78–82.Art. 43 Articles of association  1 The articles of association must contain provisions concerning: a.the company name and its registered office;b.the objects;c.the minimum investment amount;d.the convening of general meetings;e.the executive and governing bodies;f.the media of publication.2 To be effective, the articles of association must include provisions on the following:a.the term;b.the restriction of shareholder eligibility to qualified investors and associated limitation of the transferability of shares (Art. 40, Para. 3);c.the categories of shares and rights associated therewith;d.the delegation of management and representation, and the attendant procedural details (Art. 51);e.the passing of resolutions by means of correspondence.Art. 44 Investment regulations  A SICAV shall produce a set of investment regulations. Its contents are based on the provisions regarding the fund contract, unless the law and articles of association provide otherwise.Art. 44a70 Custodian bank  1 The SICAV must appoint a custodian bank in accordance with Articles 72–74.2 FINMA may grant exemptions from this duty if justified, provided:a.the SICAV is exclusively open to qualified investors;b.one or more institutions which are subject to equivalent supervision execute the transactions related to settlement and specialise in such transactions (prime broker); andc.it is ensured that the prime broker or the foreign supervisory authority responsible for the prime broker will provide FINMA with all the information and documents that it requires to carry out its duties.70  Inserted by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 4571 Relationship with the Financial Market Infrastructure Act  The provisions on public takeover offers (Arts. 125 to 141 of the Financial Market Infrastructure Act of 19 June 201572) do not apply to SICAVs.71 Amended by Annex No 9 of the Financial Market Infrastructure Act of 19 June 2015, in force since 1 Jan. 2016 (AS 2015 5339; BBl 2014 7483).72 SR 958.1Section 2 Shareholders' Rights and Obligations73 73  Amended by No I 6 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force, in force since 1 July 2015 (AS 2015 1389; BBl 2014 605). Art. 46 Membership rights  1 Any person recognised as a shareholder by the SICAV may exercise membership rights.2 The shareholders may represent their shares at a general meeting in person or be represented by a third party. Unless the articles of association provide otherwise, the third party need not be a shareholder.3 A SICAV shall keep a register of the shares, in which the names and addresses of company shareholders are recorded. It shall also keep a register under Article 697l of the Code of Obligations74 of the beneficial owners of the shares held by company shareholders.754 The articles of association may specify that the company shareholders and investor shareholders are both entitled to at least one seat on the board of directors in the case of self-managed as well as externally managed SICAVs.7674 SR 22075 Second sentence inserted by No I 6 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force, in force since  1 July 2015 (AS 2015 1389; BBl 2014 605).76  Inserted by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 46a77 Company shareholders’ obligation to give notice  1 Company shareholders whose shares are not listed on a stock exchange are subject to the obligation to give notice under Article 697j of the Code of Obligations78.2 The consequences of failure to comply with obligation to give notice are governed by Article 697m of the Code of Obligations.77  Inserted by No I 6 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force, in force since 1 July 2015 (AS 2015 1389; BBl 2014 605).78 SR 220Art. 4779 Voting rights  1 Each share carries one vote.2 The Federal Council may authorise FINMA to order the splitting or merging of shares in a share class.79 Amended by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, in force since 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).Art. 48 Inspection rights  Inspection rights are based on the provisions of the Code of Obligations80 regarding the shareholders’ inspection rights unless this Act provides otherwise.80 SR 220Art. 49 Other rights  In all other respects, Articles 78 et seq. apply.Section 3 Organisation  Art. 50 General meeting  1 The supreme governing body of the SICAV is the general meeting of shareholders.2 The general meeting is held every year within four months of the close of the business year.3 Unless otherwise provided for by the Federal Council, in all other respects, the provisions of the Code of Obligations81 regarding the general meetings of companies limited by shares apply.8281 SR 22082  Amended by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, in force since 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).Art. 51 Board of directors  1 The board of directors consists of at least three but no more than seven members.2 The articles of association may authorise the board of directors to transfer management and representation in full or in part to individual members or third parties in accordance with the organizational regulations.3 The persons holding executive powers at the SICAV and custodian bank must be independent of the other party.4 The board of directors fulfils the duties associated with the offering of financial instruments under Title 3 of the FinSA83.845 The administration of a SICAV may be delegated only to an authorised fund management company in accordance with Article 32 FinIA85 that has authorisation.866 Unless otherwise provided for by the Federal Council, in all other respects, the provisions of the Code of Obligations87 regarding the board of directors of companies limited by shares apply.8883 SR 950.184  Amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).85 SR 954.186 Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).87 SR 22088  Amended by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, in force since 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).Art. 52 Audit company  A SICAV shall appoint an audit company (Art. 126 et seq.).Chapter 3 Types of Open-Ended Collective Investment Schemes and  Investment Regulations  Section 1 Securities Funds  Art. 53 Definition  Securities funds are open-ended collective investment schemes which invest their assets in securities and comply with the laws of the European Communities.Art. 54 Permitted investments  1 Securities funds may invest in transferable securities issued on a large scale and in non-securitised rights having the same function (uncertified securities) and which are traded on a stock exchange or another regulated market that is open to the public, in addition to other liquid financial assets.2 The fund management company may also hold a limited volume of other securities and rights, as well as adequate liquidity.Art. 55 Investment techniques  1 The fund management company and the SICAV may employ the following in- vestment techniques for the purpose of efficient management:a.securities lending;b.repurchase agreements;c.borrowing of funds, though only on a temporary basis and up to a certain percentage;d.pledging or transferring the ownership of collateral, however, only up to a certain percentage.2 The Federal Council may permit other investment techniques such as short selling and the granting of loans.3 It defines the percentage limits. FINMA regulates the details.Art. 56 Use of derivatives  1 The fund management company and the SICAV may conduct transactions in derivatives provided:a.such transactions do not result in a change to the investment characteristics of the securities fund;b.they have an appropriate organisational structure and adequate risk management;c.the persons entrusted with processing and monitoring are qualified to do so, and can at all times comprehend and track the effect of the derivatives used.2 The overall exposure to transactions involving derivatives may not exceed a certain percentage of the fund's net assets. Exposure to transactions involving derivatives must be calculated in relation to the statutory and regulatory limits, specifically with regard to risk diversification.3 The Federal Council determines the percentage rate. FINMA regulates the details.Art. 57 Risk diversification  1 In relation to their investments, the fund management company and SICAV must comply with the principles of risk diversification. As a rule, they may invest only a certain percentage of the fund's assets in the same debt issuer or company.2 The voting rights acquired through the purchase of securities or rights in a single debt issuer or company may not exceed a certain percentage.3 The Federal Council decides the percentage rates. FINMA regulates the details.Section 2 Real Estate Funds  Art. 58 Definition  Real estate funds are open-ended collective investment schemes which invest their assets in real estate.Art. 59 Permitted investments  1 Real estate funds may invest their assets in:a.property, including fixtures and fittings;b.investments in and claims on real estate companies whose sole objective is the purchase and sale and/or the rental and lease of their own property, provided that at least two thirds of their capital and voting rights are incorporated in the investment fund;c.units in other real estate investment funds and listed real estate investment companies amounting to no more than 25% of the fund's total assets;d.foreign real estate securities whose value can be adequately valued.2 Co-ownership of property is permitted only if the fund management company or the SICAV can exert a dominant influence.Art. 60 Securing liabilities  In order to secure their liabilities, the fund management company and SICAV must maintain an adequate proportion of the fund's assets in short-term fixed-interest securities or in funds available at short notice.Art. 61 Use of derivatives  The fund management company and SICAV may conduct derivative transactions provided they comply with the investment policy. The provisions concerning the use of derivatives for securities funds (Art. 56) shall apply accordingly.Art. 62 Risk diversification  Investments must be diversified by type of property, purpose of use, age, building fabric and location.Art. 63 Special duties  1 The fund management company shall bear responsibility with regard to the investors for ensuring that the real estate companies belonging to the real estate fund comply with this Act and with the fund regulations.2 The fund management company, custodian bank and its agents, as well as closely related natural and legal persons, may not acquire real estate assets from real estate funds or assign any such assets to them.3 A SICAV may not acquire any real estate assets from the company shareholders, their agents, or closely connected natural or legal persons, nor may it assign such assets to them.4 If justified, individual situations may arise where FINMA may grant an exemption from the ban on transactions with closely related persons as defined in paragraphs 2 and 3 if this is in the interest of the investors. The Federal Council regulates the exemption criteria.8989  Inserted by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 64 Valuation experts90  1 The fund management company and the SICAV shall appoint at least two natural persons or one legal person as valuation experts. Appointments require the approval of FINMA.912 Approval is granted if the valuation experts:92a.possess the necessary qualifications;b.are independent;c.93...3 The valuation experts must conduct their valuations with the due diligence and expertise required of a valuation expert.944 FINMA may make recognition dependent on the conclusion of professional indemnity insurance or on the evidence of financial guarantees.955 It may stipulate additional requirements for the valuation experts and describe the valuation methods to be adopted.9690  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).91  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).92  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).93  Repealed by No I of the FA of 28 Sept. 2012, with effect from 1 March 2013  (AS 2013 585; BBl 2012 3639).94 Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).95 Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).96  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 65 Special powers  1 The fund management company and the SICAV may commission the construction of buildings provided the fund regulations explicitly permit the purchase of building land and the execution of construction projects.2 They may pledge land and cede the rights of lien as collateral; however, the en- cumbrance may not exceed on average a certain percentage of the market value of all real estate assets.3 The Federal Council defines the percentage rate. FINMA regulates the details.Art. 66 Issue and redemption of units  1 The fund management company and the SICAV must offer new units first to existing investors.2 The investors may request the redemption of their units at the end of a financial year provided they give twelve months' prior notice.Art. 67 Trading  The fund management company and the SICAV ensure that real estate fund units are regularly traded via a bank or a securities dealer on a stock exchange or over the counter.Section 3 Other Funds for Traditional and Alternative Investments  Art. 68 Definition  Other funds for traditional and alternative investments are open-ended collective investment schemes that are neither securities funds nor real estate funds.Art. 69 Permitted investments  1 In particular, investments in securities, precious metals, real estate, commodities, derivatives, units of other collective investment schemes, as well as other assets and rights, are permitted for other funds for traditional and alternative investments.2 The following investments in particular may be conducted for these funds:a.those that have only limited marketability;b.those that are subject to strong price fluctuations;c.those that exhibit limited risk diversification;d.those that are difficult to value.Art. 70 Other funds for traditional investments  1 Other funds for traditional investments include open-ended collective investment schemes which in terms of their investments, investment techniques and investment restrictions exhibit a risk profile that is typical for traditional investments.2 Other funds for traditional investments are subject to the provisions concerning the use of investment techniques and derivatives for securities funds.Art. 71 Other funds for alternative investments  1 Other funds for alternative investments include open-ended collective investment schemes whose investments, structure, investment techniques (short-selling, borrowing of funds, etc.) and investment restrictions exhibit a risk profile that is typical for alternative investments.2 Leverage is permitted only up to a certain percentage of the fund's net assets. The Federal Council determines the percentage rate. FINMA regulates the details.3 Reference must be made in the fund name and in the prospectus and key information document in accordance with Title 3 of the FinSA97, as well as in advertising material, to the special risks involved in alternative investments.984 ...995 FINMA may allow the transaction-related settlement services of a directly invest- ing other fund for alternative investments to be provided by a regulated institution specializing in such transactions (prime broker). It may specify which monitoring functions must be undertaken by the fund management company and the SICAV.97 SR 950.198 Amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).99  Repealed by Annex No 3 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).Chapter 4 Common Provisions   Section 1 Custodian Bank  Art. 72 Organisation  1 The custodian bank must be a bank pursuant to the Federal Act on Banks and Savings Banks of 8 November 1934100 and have an appropriate organisational structure to act as custodian bank to collective investment schemes.1012 In addition to the persons entrusted with the management, the persons entrusted with the tasks of custodian bank activity must also comply with the requirements laid down in Article 14 paragraph 1 letter a.100 SR 952.0101  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 73 Duties  1 The custodian bank is responsible for the safekeeping of the investment fund's assets, the issue and redemption of units, as well as payment transfers on behalf of the investment fund.2 It may transfer the responsibility for the safekeeping of the investment fund's assets to third-party custodians and central securities depositories in Switzerland or abroad, provided this is in the interest of efficient safekeeping. Investors must be informed in the prospectus and key information document in accordance with Title 3 of the FinSA102 about the risks associated with such transfers.1032bis Financial instruments may only be transferred (paragraph 2) to regulated third-party custodians and central securities depositories. This does not apply to mandatory safekeeping at a location where the transfer to regulated third-party custodians and collective securities depositories is not possible, in particular due to mandatory legal provisions or to the investment product’s modalities. Investors must be informed in the product documentation of safekeeping by non-regulated third-party custodians or collective securities depositories.1043 The custodian bank ensures that the fund management company or the SICAV complies with this Act and with the fund regulations. It verifies whether:105a.the calculation of the net asset value and of the issue and redemption prices of the units is in compliance with this Act and with the fund regulations;b.the investment decisions are in compliance with this Act and with the fund regulations;c.the income is appropriated in accordance with the fund regulations.4 The Federal Council regulates the requirements for acting as a custodian bank and may specify parameters for the protection of the securities investments.106102 SR 950.1103 Amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).104  Inserted by No I of the FA of 28 Sept. 2012 (AS 2013 585; BBl 2012 3639). Amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).105  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).106 Inserted by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 74 Change of custodian bank  1 In the case of investment funds, the provisions concerning a change of fund management company (Art. 39 FinIA107) also apply accordingly to a change of custodian bank.1082 In the case of a SICAV, a change of custodian bank requires a contract in writing or in another form demonstrable via text, and must be approved in advance by FINMA.1093 FINMA shall publish its decision in the media of publication.107 SR 954.1108 Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).109 Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).Section 2 ...  Art. 75–77110 110  Repealed by Annex No 3 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).Section 3 Position of Investors  Art. 78 Purchase and redemption  1 On concluding a contract, or subscribing and paying in cash, investors acquire:a.in the case of an investment fund, a claim against the fund management company to participate in the assets and income of the investment fund in accordance with the fund units they acquire;b.in the case of a SICAV, an interest in the company and its unappropriated net earnings in accordance with the shares they acquire.2 They are, in principle, entitled at all times to request the redemption of their units and payment of the redemption amount in cash. Unit certificates must be returned for cancellation purposes.3 In the case of collective investment schemes with various unit classes, the Federal Council regulates the details.4 FINMA may allow a derogation from the duty to make payments in and out of the fund in cash.5 In the case of collective investment schemes with subfunds, the asset entitlements are based on Article 93 paragraph 2 and Article 94 paragraph 2.Art. 79 Exceptions from the right to redeem at any time  1 In accordance with the investment provisions (Art. 54 et seq., Art. 59 et seq. and Art. 69 et seq.), the Federal Council may in the case of collective investment schemes whose value is difficult to ascertain, or which have limited marketability, specify exemptions from the right to redeem at any time.2 However, it may only suspend the right to redeem at any time for a maximum period of five years.Art. 80 Issue and redemption price  The issue and redemption prices of the units are based on the net asset value per unit on the day of valuation, plus or minus any fees and expenses.Art. 81 Deferred repayment  1 The Federal Council determines in which instances the fund regulations may specify a limited deferment of the repayment of the units in the interest of all investors.2 FINMA may in exceptional instances grant limited deferment for the repayment of the units in the interest of all investors.Art. 82 Enforced redemption  The Federal Council enforces redemption if:a.this is necessary to safeguard the reputation of the financial market, and specifically to combat money laundering;b.the investor no longer meets the statutory, regulatory or contractual requirements, or the requirements set out in the articles of association, for participation in a collective investment scheme.Art. 83 Calculation and publication of the net asset value  1 The net asset value of an open-ended collective investment scheme is calculated at the market value as of the end of the financial year, and on each day on which units are issued or redeemed.2 The net asset value per unit represents the market value of the fund's assets, less all the fund's liabilities, divided by the number of units in circulation.3 FINMA may permit a method of calculating the net asset value(s) that differs from that specified in paragraph 2, provided such method meets international standards and the protective purpose of this Act is not impaired as a result.4 The fund management company and the SICAV publish the net asset values at regular intervals.Art. 84 Right to information  1 The fund management company and the SICAV shall on request supply investors with information concerning the basis for the calculation of the net asset value per unit.2 If investors express an interest in more detailed information on specific business transactions effected by the fund management company or the SICAV, such as the exercising of membership and creditors' rights, or on risk management, they must be given such information at any time.1113 The investors may request at the courts of the registered office of the fund management company or the SICAV that the audit company or another expert investigate the matter which requires clarification and furnish the investors with a report.111 Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 85 Claim for reimbursement  If the open-ended collective investment scheme is unlawfully denied asset entitlements or benefits are withheld from it, the investors may claim compensation from the open-ended collective investment scheme concerned.Art. 86 Representative of the investors  1 The investors may request that the courts appoint a representative if they wish to pursue a claim for damages in favour of the open-ended collective investment scheme.2 The court shall give notice of the appointment in the media of publication of the open-ended collective investment scheme.3 The representative has the same rights as the investors.4 If the representative files an action for damages in favour of the open-ended collective investment scheme, the investors may no longer exercise their individual right to file such an action.5 Unless the court decides otherwise, the expenses incurred by the representative are paid by the investment fund.Section 4 Accounting, Valuation and Financial Statements  Art. 87 Accounting duty  Separate books of account must be kept for each open-ended collective investment scheme. Unless this Act or the implementing regulations provide otherwise, Article 662 et seq. of the Code of Obligations112 apply.112 SR 220. Today, Art. 957 et seq.Art. 88 Valuation at market value  1 Investments which are listed on a stock exchange or another regulated market open to the public shall be valued at the prices paid on the main market.2 Other investments for which no current price is available must be valued at the price that would probably be obtained in a diligent sale at the time of valuation.Art. 89 Annual and semi-annual report  1 An annual report shall be published for each open-ended collective investment scheme within four months of the close of the financial year; it shall contain the following data in particular:a.the annual accounts consisting of a statement of net assets or the balance sheet and the profit and loss account, together with information concerning the appropriation of net income and the disclosure of expenses;b.the number of units redeemed and newly issued during the financial year, as well as the final balance of the issued units;c.the inventory of the fund's assets at market value and the resulting value (net asset value) of a fund unit as of the last day of the financial year;d.the valuation principles as well as the principles used for the calculation of the net asset value;e.a breakdown of the buy and sell transactions;f.the names of persons and companies to which duties have been entrusted;g.information relating to matters of particular economic or legal significance, specifically:1.amendments to the fund regulations,2.material questions concerning interpretation of this Act and the fund regulations,3.a change of fund management company and custodian bank,4.113changes concerning the executive officers at the fund management company, SICAV or asset manager of collective investment schemes,5.legal disputes;h.the performance of the open-ended collective investment scheme, possibly benchmarking it with comparable investments;i.a brief report by the audit company regarding the information mentioned above, as well as the items set out in Article 90 in the case of real estate funds.2 The statement of net assets of the investment fund and the balance sheet of the SICAV must be prepared on the basis of market values.3 A semi-annual report must be issued within two months after the end of the first half of the financial year. The report contains an unaudited statement of net assets or unaudited balance sheet and income statement, as well as information as per Paragraph 1 letters b, c and e.4 The annual and semi-annual reports shall be filed with FINMA the latest at the time of publication.5 These are made available for inspection free of charge to interested parties for ten years.113  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 90 Annual accounts and annual report of real estate funds  1 The annual accounts of a real estate fund consist of a consolidated statement of net assets or balance sheet and profit and loss account of the real estate fund and the associated real estate companies. Article 89 applies accordingly.2 The statement of net assets must show property assets at market value.3 The inventory of the fund's assets must state the purchase price and estimated market values of the individual property assets.4 In addition to the information required as per Article 89, the annual report and the annual accounts shall contain the particulars of the valuation expert, the valuation methods and the capitalisation and discounting rates applied.Art. 91 Supervisory requirements  FINMA issues additional regulations concerning the duty to maintain books of account, valuation, financial statements and publication requirements.Section 5  Open-Ended Collective Investment Schemes with Subfunds  Art. 92 Definition  In the case of an open-ended collective investment scheme with subfunds (umbrella fund), each subfund constitutes a collective investment scheme in its own right and has its own net asset value.Art. 93 Umbrella funds  1 In the case of an umbrella fund, investors are only entitled to the income and assets of the respective subfund in which they are participating.2 Each subfund is liable only for its own liabilities.Art. 94 SICAV with subfunds  1 Investors are only entitled to participate in the assets and income of the respective subfund in accordance with the number of shares they hold.2 Each subfund under paragraph 1 is liable only for its own liabilities.114114 Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).Section 6 Restructuring and Dissolution  Art. 95115 Restructuring  1 The following restructurings of open-ended collective investment schemes are permitted:a.a merger through the transfer of assets and liabilities;b.a conversion to a different legal status of a collective investment scheme;c.in the case of SICAVs: the transfer of assets in accordance with Articles 69–77 of the Mergers Act of 3 October 2003116.2 A restructuring in accordance with paragraph 1 letters b and c may only be entered in the Commercial Register following FINMA’s approval in accordance with Article 15.115  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).116 SR 221.301Art. 96 Dissolution  1 An investment fund is dissolved:a.if it was formed for an unlimited period: on notice by the fund management company or the custodian bank;b.if it was formed for a fixed period: on expiry of such period;c.by order of FINMA:1.if it was formed for a fixed period: based on reasonable cause, at the re- quest of the fund management company or the custodian bank,2.if the minimum assets fall below the required amount,3.in the cases specified in Article 13 paragraph 3 et seq.2 A SICAV is dissolved:a.if it was formed for an unlimited period: by resolution of the company shareholders, provided such resolution is carried by at least two thirds of the company shares;b.if it was formed for a fixed period: on expiry of such period;c.by order of FINMA:1.if it was formed for a fixed period: based on reasonable cause, by reso- lution of the company shareholders, provided such resolution is carried by at least two thirds of the company shares,2.if the minimum assets fall below the stipulated amount,3.in the cases specified in Article 133 et seq.;d.in the other cases specified by the Act.3 For the dissolution of subfunds, paragraphs 1 and 2 apply accordingly.4 The fund management company and the SICAV shall notify FINMA of the disso- lution forthwith, and shall announce the dissolution in the media of publication.Art. 97 Consequences of dissolution  1 Following its dissolution, an investment fund or SICAV may neither issue nor redeem any units.2 In the case of an investment fund, investors have a claim to a proportionate share of the proceeds of liquidation.3 In the case of a SICAV, investors have the right to a proportionate share of the proceeds of the liquidation. The rights of company shareholders are subordinate. In all other respects, Articles 737 et seq. of the Code of Obligations117 apply.117 SR 220Title 3 Closed-Ended Collective Investment Schemes   Chapter 1 The Limited Partnership for Collective Investment  Art. 98 Definition  1 A limited partnership for collective investment is a partnership whose sole object is collective investment. At least one member bears unlimited liability (general partner), while the other members (limited partners) are liable only up to a specified amount (limited partner’s contribution).2 General partners must be companies limited by shares with their registered office in Switzerland. Companies limited by shares without authorisation as managers of collective assets may only be active as a general partner in one limited partnership for collective investment.1182bis The conditions for obtaining an authorisation as defined in Article 14 also apply to the general partners.1193 Limited partners must be qualified investors as defined in Article 10 paragraph 3 or 3ter.120118 Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).119  Inserted by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).120 Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).Art. 99 Relationship to the Code of Obligations  Unless this Act provides otherwise, the provisions of the Code of Obligations121 concerning limited partnerships apply.121 SR 220Art. 100 Commercial Register  1 The partnership exists on being entered in the Commercial Register.2 Notification of the facts to be entered or any amendments thereto must be signed by all general partners in the Commercial Register or submitted in writing together with notarised signatures.Art. 101122 Partnership name  The partnership name must contain a description of the legal status or its permitted abbreviation.122  Amended by No III of the FA of 25 Sept. 2015 (Law on Business Names), in force since 1 July 2016 (AS 2016 1507; BBl 2014 9305).Art. 102 Partnership agreement and prospectus  1 The partnership agreement must contain provisions regarding:a.the partnership name and its registered office;b.the object;c.the company name and the registered office of the general partners;d.total limited partners' contributions;e.the duration; f.the conditions of the limited partners’ joining and departing;g.the maintenance of a register of limited partners;h.the investments, investment policy, investment restrictions, risk diversification, the risks associated with investment, and the investment techniques;i.the delegation of management and representation;j.the appointment of a custodian bank and a paying agent.2 The partnership agreement must be in writing.3 ...123123 Repealed by Annex No 3 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).Art. 103 Investments  1 The partnership conducts investments in risk capital.2 The Federal Council may also permit other investments.Art. 104 Non-competition clause  1 The limited partners are entitled without the consent of the general partners to conduct other business transactions for their own account and on behalf of third parties and to participate in other companies.2 Unless the partnership agreement provides otherwise, the general partners may without the consent of the limited partners conduct other business transactions for their own account and on behalf of third parties and participate in other companies, provided this is disclosed and the interests of the limited partnership for collective investment are not impaired as a consequence.Art. 105 Joining and departure of limited partners  1 Where specified by the partnership agreement, the general partner may decide on the joining and departure of limited partners.2 This is subject to the provisions of the Code of Obligations124 regarding the exclusion of owners of the limited partnership.3 The Federal Council may prescribe compulsory exclusion. This shall be based on Article 82.124 SR 220Art. 106 Inspection and information  1 The limited partners are entitled to inspect the business accounts of the partnership at any time. Business confidentiality with regard to the companies in which the limited partnership invests shall be preserved.2 The limited partners are entitled to obtain information about the business performance of the partnership at least once every quarter.Art. 107 Audit company  The partnership shall appoint an audit company (Art. 126 et seq.).Art. 108 Financial statements  1 With respect to the financial statements of the partnership and the valuation of the assets, Article 88 et seq. apply accordingly.2 Internationally recognised standards must be observed.Art. 109 Dissolution  The partnership is dissolved:a.by resolution of the owners;b.for the reasons set forth in this Act and in the partnership agreement;c.by order of FINMA in the cases specified in Article 133 et seq.Chapter 2 The Investment Company with Fixed Capital  Art. 110 Definition  1 SICAF is a company limited by shares pursuant to the Code of Obligations125 (Art. 620 et seq. CO):a.the sole object of which is the investment of collective capital;b.the shareholders of which are not required to be qualified pursuant to Article 10 paragraph 3; andc.which is not listed on a Swiss stock exchange.2 There must be an appropriate relationship between a SICAF’s equity and its total assets. The Federal Council defines this relationship.126125 SR 220126  Inserted by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 111 Company name  1 The company name must contain the designation of its legal status or the abbreviation thereof (SICAF).2 In all other respects, the provisions of the Code of Obligations127 regarding the name of companies limited by shares apply.127 SR 220Art. 112 Relationship with the Code of Obligations  Unless this Act provides otherwise, the provisions of the Code of Obligations128 concerning companies limited by shares apply.128 SR 220 Art. 113 Shares  1 The share capital is fully paid up.2 The issuing of voting shares, participation certificates, dividend right certificates and preference shares is prohibited.3 The Federal Council may specify compulsory redemption. This is laid down in Article 82.Art. 114129 Custodian bank  The SICAF must appoint a custodian bank in accordance with Articles 72–74.129 Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 115 Investment policy and investment restrictions  1 A SICAF defines the investments, investment policy, investment restrictions, risk diversification, together with the risks associated with the investments, in the articles of association and in the investment regulations.2 The investments are subject to Article 69; Articles 64, 70 and 71 apply according- ly.3 Resolutions to amend the investment regulations must be passed by a majority of votes at the general meeting.Art. 116130 130  Repealed by Annex No 3 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).Art. 117 Financial statements  With respect to the financial statements, Article 89 paragraph 1 letters a and c-i, paragraphs 2–4 and Article 90 apply accordingly in addition to the statutory provisions concerning accounting standards.Art. 118 Audit company  A SICAF shall appoint an audit company (Art. 126 et seq.).Title 4 Foreign Collective Investment Schemes   Chapter 1 Definition and Approval  Art. 119 Definition  1 The following are considered foreign open-ended collective investment schemes:a.assets that were accumulated on the basis of a fund contract or another agreement with similar effect for the purpose of collective investment and are managed by a fund management company with its registered office and main administrative office abroad;b.companies and schemes with their registered office and main administrative office located abroad whose purpose is collective capital investment and whose investors have a legal right with regard to the company itself, or with regard to a closely associated company, to the redemption of their units at the net asset value.2 Closed-end collective investment schemes are deemed to be companies and schemes with their registered office and main administrative office located abroad whose purpose is collective capital investment and whose investors have no legal right with regard to the company itself, or with regard to a closely connected company, to the redemption of their units at the net asset value.Art. 120 Duty to obtain approval  1 Foreign collective investment schemes must be approved by FINMA before they can be offered in Switzerland to non-qualified investors. The representative shall submit the documents requiring approval to FINMA.1312 Approval is granted if:a.132the collective investment scheme, fund management company or company, asset manager of the collective investment scheme and depository are sub- ject to public supervision intended to protect investors;b.133with regard to organization, investor rights and investment policy, the fund management company or company and the depository are subject to regula- tions which are equivalent to the provisions of this Act;c.the designation of the collective investment scheme does not provide grounds for confusion or deception;d.134a representative and a paying agent are appointed for the offer of units in Switzerland;e.135there is an agreement on cooperation and the exchange of information between FINMA and the foreign supervisory authorities relevant to the offer.2bis The representative and the paying agent may only end their mandate with FINMA’s prior approval.1363 The Federal Council may specify a simplified, fast-track approval procedure for foreign collective investment schemes provided such investments have already been approved by a foreign supervisory authority, such arrangement being reciprocal.4 Foreign collective investment schemes which are offered in Switzerland to qualified investors in accordance with Article 5 paragraph 1 FinSA137 do not require approval but must meet the conditions pursuant to paragraph 2 letters c and d at all times.1385 Employee share participation schemes in the form of foreign collective investment schemes that are offered exclusively to employees do not require approval.139131 Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).132  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).133  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).134 Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).135  Inserted by No I of the FA of 28 Sept. 2012 (AS 2013 585; BBl 2012 3639). Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since  1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).136  Inserted by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).137 SR 950.1138 Inserted by No I of the FA of 28 Sept. 2012 (AS 2013 585; BBl 2012 3639). Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since  1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).139 Inserted by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).Art. 121 Paying agent  1 The paying agent must be a bank pursuant to the Federal Act on Banks and Savings Banks of 8 November 1934140.2 The investors may request the issue and redemption of the units from the paying agent.140 SR 952.0Art. 122 International treaties  Assuming the mutual recognition of regulations and measures of an equivalent standard, the Federal Council may conclude international treaties which specify that collective investment schemes from the signatory countries merely have a duty to register rather than the duty to obtain approval.Chapter 2 Representatives of Foreign Collective Investment Schemes  Art. 123 Mandate  1 Foreign collective investment schemes may be offered in Switzerland to non-qualified investors and to qualified investors in Switzerland in accordance with Article 5 paragraph 1 FinSA141 only if the fund management company or the company has first appointed a representative to undertake the duties specified in Article 124, subject to the provisions of Article 122.1422 The fund management and the investment scheme company undertake to provide the representative with the information the latter may require for the performance of its tasks.141 SR 950.1142 Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).Art. 124 Duties  1 The representative represents the foreign collective investment scheme with regard to investors and FINMA. The representative's powers of representation may not be restricted.2 The representative observes the statutory obligations to report, publish and inform, as well as the codes of conduct of industry bodies which have been declared to be the minimum standard by FINMA. The representative's identity must be disclosed in every publication.Art. 125 Place of performance and place of jurisdiction143  1 The place of performance for units of the foreign collective investment schemes offered in Switzerland is the registered office of the representative.1442 It shall continue to be the registered office of the representative after the revocation of authorisation or following the dissolution of the foreign collective investment scheme.3 The place of jurisdiction is:a.the registered office of the representative; orb.the registered office or place of residence of the investor.145143 Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).144 Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).145 Inserted by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).Title 5 Audit146 and Supervision  146  Term in accordance with Annex No 14 of the Financial Market Supervision Act of 22 June 2007, in force since 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829). This change has been made throughout the text. Chapter 1 Audit  Art. 126 Appointment  1 The following persons must appoint an audit company licensed by Federal Audit Oversight Authority under Article 9a paragraph 1 of the Auditor Oversight Act of 16 December 2005147 to carry out an audit under Article 24 of the FINMASA148:149a.150.fund management companies for the investment funds they manage;b.SICAVs;c.limited partnerships for collective investment;d.SICAFs;e.151...f.representatives of foreign collective investment schemes.2 ...1523 The same audit company must audit the SICAV and any fund management company that it appoints pursuant to Article 51 Paragraph 5. FINMA may grant exemptions.1534 ...1545 The persons named in paragraph 1, managed investment funds and any real estate companies belonging to real estate funds or real estate investment companies must have their annual accounts and if applicable their consolidated accounts audited by a state supervised audit firm in accordance with the principles of the Code of Obligations155 on the ordinary audit.1566 The Federal Council shall regulate the details. It may authorise FINMA to issue implementing provisions on matters of limited scope, and in particular on largely technical matters.157147 SR 221.302148 SR 956.1149  Amended by Annex No 4 of the FA of 20 June 2014 (Consolidation of Oversight through Audit Companies), in force since 1 Jan. 2015 (AS 2014 4073; BBl 2013 6857).150 Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).151  Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).152  Repealed by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, with effect from 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).153 Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).154  Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).155 SR 220156  Inserted by Annex No 4 of the FA of 20 June 2014 (Consolidation of Oversight through Audit Companies), in force since 1 Jan. 2015 (AS 2014 4073; BBl 2013 6857).157 Inserted by Annex No 4 of the FA of 20 June 2014 (Consolidation of Oversight through Audit Companies), in force since 1 Jan. 2015 (AS 2014 4073; BBl 2013 6857).Art. 127–129158 158  Repealed by Annex No 4 of the FA of 20 June 2014 (Consolidation of Oversight through Audit Companies), with effect from 1 Jan. 2015 (AS 2014 4073; BBl 2013 6857).Art. 130159 Duty to provide information  1 The valuation experts and real estate companies belonging to the collective in vestment scheme shall provide the audit company with full access to the accounting records, the accounting vouchers, the records and to the reports of the valuation experts; moreover, they shall supply them with all the information needed to perform the audit function.2 The audit company of the custodian bank and the audit company of the other licensees cooperate with each other.159 Amended by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, in force since 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).Art. 131160 160  Repealed by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, with effect from 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).Chapter 2 Supervision  Art. 132161 Supervision  1 FINMA issues the necessary authorisations and approvals pursuant to this Act and supervises compliance with the statutory, contractual and regulatory provisions as well as the provisions of the articles of association.2 It does not review the expediency of the business decisions taken by the licensees.161  Amended by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, in force since 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).Art. 133162 Supervisory instruments  1 In the event of infringements of the contractual or regulatory provisions or of the provisions of the articles of association, the supervisory instruments pursuant to Articles 30–35 and 37 of the FINMASA163 apply mutatis mutandis.1642 Article 37 of FINMASA also applies mutatis mutandis to approval under the present Act.3 If the investors' rights appear to be endangered, FINMA may order the licensees to provide the necessary collateral.4 If an enforceable order issued by FINMA is not complied with after prior warning within the deadline that has been set, FINMA may itself carry out the required actions at the expense of the negligent party.162  Amended by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, in force since 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).163 SR 956.1164  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 134165 Liquidation  Licensees from which authorisation has been withdrawn or collective investment schemes from which approval has been withdrawn may be liquidated by FINMA. The Federal Council regulates the details.165  Amended by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, in force since 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).Art. 135 Measures in the case of non-authorised or non-approved activity  1 Where persons operate without any authorisation or approval, FINMA may order that the collective investment scheme be dissolved.2 To safeguard the interests of investors, FINMA may order that the collective investment scheme be changed to another legal status.Art. 136 Other measures  1 In justified cases, FINMA may, in accordance with Article 64, appoint valuation experts to value the assets of real estate funds or real estate investment companies.2 It may dismiss the valuation experts appointed by the real estate fund or by the real estate investment company.Art. 137166 Initiation of bankruptcy proceedings  1 Where there is justified concern that an authorised parties as defined in Article 13 paragraph 2 letters b–d is excessively indebted or has serious liquidity problems and there is no prospect of restructuring or restructuring has failed, FINMA shall withdraw authorisation from the financial institution, initiate bankruptcy proceedings and make this public.1672 The provisions on composition proceedings (Art. 293–336 of the Federal Act of 11 April 1889168 on Debt Enforcement and Bankruptcy, DEBA), on a stay of proceedings for companies (Art. 725 and 725a of the Code of Obligations169) and on notification of the court (Art. 728c para. 3 of the Code of Obligations) do not apply to the licensee referred to in paragraph 1.3 FINMA appoints one or more bankruptcy liquidators. These are subject to supervi- sory control by FINMA and shall provide FINMA with a report if requested.170166  Amended by Annex No 3 of the FA of 18 March 2011 (Securing Investments), in force since 1 Sept. 2011 (AS 2011 3919; BBl 2010 3993).167  Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).168 SR 281.1169 SR 220170 Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 138171 Conduct of bankruptcy proceedings  1 The bankruptcy order has the effect of a commencement of bankruptcy proceedings pursuant to Articles 197–220 DEBA172.2 The bankruptcy proceedings are conducted in accordance with Articles 221–270 DEBA. Articles 138a–138c remain subject to reservation.3 FINMA may issue different rulings and orders.171  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).172 SR 281.1Art. 138a173 Creditors' meetings and creditors' committees  1 The bankruptcy liquidator may apply to FINMA for the following:a.to constitute a creditors' meeting and determine its powers as well as the necessary attendance and voting quorums necessary to pass resolutions;b.to designate a creditors' committee and determine its composition and powers.2 In the case of a SICAV with subfunds as defined in Article 94, a creditors' meeting or creditors' committee may be established for each subfund.3 FINMA is under no obligation to follow the proposals of the bankruptcy liquidator.173  Inserted by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 138b174 Distribution and closure of the proceedings  1 If all assets have been realised and all processes relating to the calculation of assets and liabilities have been completed, the bankruptcy liquidators shall draw up the final distribution list as well as the final accounts and forward these to FINMA for approval. Processes arising from the assignment of legal claims under Article 260 DEBA175 shall be disregarded.1762 The approval decision, together with the distribution list and final accounts, shall be made available for inspection for 30 days. Notice of this availability for inspection shall be published in the Swiss Official Gazette of Commerce and on FINMA's website; advance notification shall be given to each of the creditors, stating their share, as well as to the owners if need be.1773 FINMA issues the necessary orders for the closure of the proceedings. It announces the closure publicly.174  Inserted by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).175 SR 281.1176 Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).177 Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).Art. 138c178 Foreign insolvency proceedings  Articles 37f and 37g of the Federal Act on Banks and Savings Banks of 8 November 1934179 apply to recognising foreign bankruptcy decrees and insolvency measures, as well as for coordination with foreign insolvency proceedings.178  Inserted by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).179 SR 952.0Art. 138d180 Appeals  1 In bankruptcy proceedings, creditors and owners of an authorised party covered by Article 137 paragraph 1 may appeal only against realisation actions and against approval of the distribution list and the final accounts. Appeals pursuant to Article 17 DEBA181 shall be excluded.2 The timeframe for filing an appeal against approval of the distribution list and the final accounts commences the day after they have been made available for inspection.3 Appeals in bankruptcy proceedings have no suspensive effect. The instructing judge can restore the suspensive effect on request.180  Inserted by Annex No 9 of the Financial Market Infrastructure Act of 19 June 2015 (AS 2015 5339; BBl 2014 7483). Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).181 SR 281.1Art. 139182 Duty to provide information  1 Persons who perform a role in the context of this Act must provide FINMA with all the information and documents that it requires to carry out its duties.2 FINMA may order licensees to provide it with the information it requires to carry out its duties.183182 Amended by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, in force since 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).183 Inserted by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).Art. 140184 184  Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).Art. 141185 185 Repealed by Annex No 9 of the Financial Market Infrastructure Act of 19 June 2015, with effect from 1 Jan. 2016 (AS 2015 5339; BBl 2014 7483).Art. 142186 186  Repealed by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, with effect from 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).Art. 143187 187 Repealed by Annex No 9 of the Financial Market Infrastructure Act of 19 June 2015, with effect from 1 Jan. 2016 (AS 2015 5339; BBl 2014 7483).Art. 144 Collection and reporting of data188  1 FINMA is authorised to collect data concerning licensees’ business activities and the trend of collective investment schemes in order to maintain market transparency or to execute its supervisory function. It may appoint third parties to collect this information or order licensees to submit this data themselves.1892 Third parties appointed to collect data must treat such data as confidential.3 The statistical reporting duties vis-à-vis the Swiss National Bank, as specified in the Swiss National Bank Act of 3 October 2003190, together with the right of FINMA and the Swiss National Bank to exchange data are reserved.188  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).189  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013 (AS 2013 585; BBl 2012 3639).190 SR 951.11Title 6 Liability and Criminal Provisions  Chapter 1 Liability  Art. 145 Principle  1 Any person who breaches their duties is liable to the company, the individual investors and the company's creditors for the losses resulting therefrom, unless they prove that they are not at fault. Any person involved in the establishment, management, portfolio management, auditing or liquidation of any of the following financial institutions may be held liable:191a.the fund management company;b.the SICAV;c.the limited partnership for collective investment;d.the SICAF;e.the custodian bank;f.192the manager of collective assets;g.the representative of foreign collective investment schemes;h.the audit company;i.the liquidator.2 Liability as defined in paragraph 1 also applies to the valuation expert and the representative of the investors.1933 Any person who assigns the fulfilment of a task to a third party is liable for the losses caused by that third party unless they prove that they applied the degree of due diligence with regard to the selection, instruction and monitoring required in the given circumstances. The Federal Council may regulate the requirements for monitoring, subject to Article 68 paragraph 3 FinIA194.195 1964 The liability of the executive and governing bodies of the fund management com- pany, SICAV and SICAF is based on the provisions of the Code of Obligations197 governing companies limited by shares.5 The liability of a limited partnership for collective investment is based on the provisions of the Code of Obligations governing limited partnerships.191 Second sentence amended by Annex No II 13 of the Financial Institutions Act of  15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).192  Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).193  Amended by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, with effect from 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).194 SR 954.1195 Third sentence amended by Annex No II 13 of the Financial Institutions Act of  15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).196 Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639).197 SR 220Art. 146 Joint and several liability and recourse  1 If more than one person is liable to pay compensation, each of them is liable jointly and severally to the extent that the loss is attributable directly to them by reason of their fault and the circumstances.2 The claimant may file a claim for the overall loss against more than one party jointly, and may request that in the same proceedings the court determine each individual defendant's liability to pay compensation.3 The court, taking all circumstances into consideration, determines recourse among the parties.Art. 147198 Prescription  1 The right to claim damages prescribes five years from the date on which the person suffering damage became aware of the damage and of the identity of the person liable for it, but not later than three years after the redemption of a unit and in any event not later than ten years after the date on which the harmful conduct took place or ceased.2 If the person liable has committed a criminal offence through his or her harmful conduct, then notwithstanding the foregoing paragraphs the right to damages or satisfaction prescribes at the earliest when the right to prosecute the offence becomes time-barred. If the right to prosecute is no longer liable to become time-barred because a first instance criminal judgment has been issued, the right to claim damages or satisfaction prescribes at the earliest three years after notice of the judgment is given.198  Amended by Annex No 28 of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).Chapter 2 Criminal Provisions  Art. 148 Felonies and misdemeanours199  1 Any person who wilfully does any of the following is liable to a custodial sentence not exceeding three years or to a monetary penalty:200a.201...b.establishes a collective investment scheme without approval or authorisation;c.202...d.203offers domestic and foreign collective investment schemes that have not been approved to non-qualified investors;e.fails to maintain the books of account in an orderly manner or does not ar- chive company books of account, records and documents as prescribed;f.204in annual report or semi-annual report:1.provides false information or withholds material facts,2.does not provide all the mandatory information;g.205with respect to the annual report or semi-annual report:1.fails to produce them or fails to produce them in an orderly manner,2.fails to publish it or fails to publish it by the specified deadline;h.provides false information to the audit company, the investigating officer, the administrative receiver, the liquidator or FINMA or refuses to provide the requested information;i.206...j.as valuation experts, commit a gross breach of the duties assigned to them;k.207...l.208...1bis ...2092 Where the offender acts through negligence, the penalty is a fine not exceeding CHF 250,000.3 ...210199 Amended by No I 1 of the FA of 12 Dec. 2014 on Expanding the Offence of Breach of Professional Confidentiality, in force since 1 July 2015 (AS 2015 1535; BBl 2014 6231 6241).200  Amended by No I 1 of the FA of 12 Dec. 2014 on Expanding the Offence of Breach of Professional Confidentiality, in force since 1 July 2015 (AS 2015 1535; BBl 2014 6231 6241).201  Repealed by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, with effect from 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).202  Repealed by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, with effect from 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).203 Amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).204  Amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).205  Amended by Annex No 3 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).206  Repealed by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, with effect from 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).207  Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).208  Inserted by No I 1 of the FA of 12 Dec. 2014 on Expanding the Offence of Breach of Professional Confidentiality (AS 2015 1535; BBl 2014 6231 6241). Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).209  Inserted by No I 1 of the FA of 12 Dec. 2014 on Expanding the Offence of Breach of Professional Confidentiality (AS 2015 1535; BBl 2014 6231 6241). Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).210  Repealed by Annex No 9 of the Financial Market Infrastructure Act of 19 June 2015, with effect from 1 Jan. 2016 (AS 2015 5339; BBl 2014 7483).Art. 149 Contraventions  1 Any person who wilfully does any of the following is liable to a fine not exceeding CHF 500,000:a.commits a breach of the provision concerning the protection against confusion or deception (Art. 12);b.provides non-permissible, false or misleading information in advertising material for a collective investment scheme;c.211...d.fails to file the required notification with FINMA, the Swiss National Bank or investors, or provides false information therein;e.212...f.213fails to keep the share register in terms of Article 46 paragraph 3 correctly.2 ...2143 ...2154 ...216211  Repealed by Annex No 3 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).212  Repealed by Annex No 3 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).213  Inserted by No I 6 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force, in force since 1 July 2015 (AS 2015 1389; BBl 2014 605).214  Repealed by Annex No 3 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).215  Repealed by Annex No 9 of the Financial Market Infrastructure Act of 19 June 2015, with effect from 1 Jan. 2016 (AS 2015 5339; BBl 2014 7483).216  Repealed by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, with effect from 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).Art. 150217 217  Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).Art. 151218 218  Repealed by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, with effect from 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).Title 7 Final Provisions219 219  Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639). Chapter 1  Implementation; Repeal and Amendment of Existing Legislation220 220  Inserted by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639). Art. 152221 Implementation  1 The Federal Council issues the implementing provisions.2 When issuing subordinate legislation, the Federal Council and FINMA shall observe the key requirements of the law of the European Communities.221 Amended by Annex No 14 of the Financial Market Supervision Act of 22 June 2007, in force since 1 Jan. 2009 (AS 2008 5207 5205; BBl 2006 2829).Art. 153 Repeal and amendment of existing legislation  The repeal and amendment of the existing legislation are set out in the Annex.Chapter 2 ...  Art. 154–158222 222  Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901).Chapter 3 ...  Art. 158a–158e223 223 Inserted by No I of the FA of 28 Sept. 2012 (AS 2013 585; BBl 2012 3639). Repealed by Annex No II 13 of the Financial Institutions Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901)Chapter 4 Referendum and Commencement224 224  Inserted by No I of the FA of 28 Sept. 2012, in force since 1 March 2013  (AS 2013 585; BBl 2012 3639). Art. 159 ...225  1 This Act is subject to an optional referendum.2 The Federal Council determines its commencement date.Commencement date: 1 January 2007226225  Repealed by No I of the FA of 28 Sept. 2012, with effect from 1 March 2013  (AS 2013 585; BBl 2012 3639).226  FCD of 22 Nov. 2006.Annex (Art. 153)Amendment of existing legislation IThe Investment Funds Act of 18 March 1994227 is repealed.IIThe following federal acts are amended as follows:...228227 [AS 1994 2523, 2000 2355 Annex No 27, 2004 1985 Annex No II 4]228 The amendments may be consulted under AS 2006 5379.