i GENERAL OVERVIEW

In 2016, the aggregate amounts raised by private equity funds in Switzerland amounted to €692 million.2 This figure was, however, significantly higher in 2014 and 2015 and reached €3.301 billion and €1.217 billion, respectively.3 This decrease may in part be due to the uncertainties triggered by Brexit, as well as the appreciation of the Swiss franc resulting from the abandonment of the Swiss franc–euro minimum fixed exchange rate by the Swiss National Bank (SNB) in January 2015. In this context, the Swiss export industry has been put under pressure and the situation makes potential targets relatively more expensive to acquire for foreign investors, as well as more challenging to raise new funds. Large institutional investors such as pension funds and insurance companies remained the decisive driving force for the private equity sector.

The Swiss regulator together with the Swiss Funds and Asset Management Association (SFAMA) and the Swiss Private Equity and Corporate Finance Association (SECA) are keen on aligning the Swiss legal framework with the developments in European Union and actively work to promote Switzerland as an attractive fundraising location. The largest private equity funds recently closed in Switzerland are Partners Group Direct Equity 2016 (buyout, €3 billion), Partners Group Secondary 2015 (secondaries, €2.5 billion) and Crown Premium Private Equity VI (fund of funds, €1.25 billion).4 In general, fundraisings are made as a private placement of interests in a private equity fund. The funds are typically constituted for a fixed period of time (e.g., eight to 12 years) with different investment phases, and one or more possible extensions.

In the past years, innovation has been at the centre of attention across the different industries. Switzerland is, for the seventh year in a row, ranked at the top position, as the ‘world leader of innovation’ by the Global Innovation Index. According to the Swiss Venture Capital Report of 2017, investment in Swiss start-ups rose by 26 per cent in 2016, from 676 million Swiss francs in 2015 to 909 million Swiss francs in 2016.5 The largest fundraising occurred in the biotech, healthcare, IT and ICT sectors. As an example, on 23 October 2017, ADC Therapeutics, an oncology drug development company, announced that it had raised US$200 million through a private placement, and in 2016, MindMaze raised US$100 million to build novel platforms for neurorehabilitation. Whereas in 2015, not a single Swiss start-up went public, five start-ups exited by IPO and two by reverse takeovers in 2016. The financial technology (fintech) industry has especially been growing with multiple start-ups, associations and conferences on the subject. In 2016, almost 50 million Swiss francs was invested in fintech start-ups.6 For the fintech industry, the decisive considerations remain financing and fundraising.

The venture capital market has gained in size and such trend is likely to continue in view of the newly launched Swiss Entrepreneurs Foundation that aims to raise a fund of up to 500 million Swiss francs to support Swiss start-ups. Venture capital investments in start-ups are popular with private equity investors, taking advantage of favourable borrowing conditions, as well as negative interest rates. Similarly, various obligations increased the cost of investment in public companies due to, inter alia, the ordinance against Excessive Compensation with respect to listed stock corporations, so that many investors choose to invest in start-ups.

ii LEGAL FRAMEWORK FOR FUNDRAISING

Fundraising in or from Switzerland through the use of collective investment schemes (CIS) is governed by the Collective Investment Schemes Act of 23 June 2006 (CISA) and its implementing ordinances (CISO and FINMA-CISO). Switzerland is not a Member State of the European Union and is therefore not subject to the European Alternative Investment Funds Managers Directive (AIFMD). That being said, the 2013 revision of the CISA, among other things, aligned the Swiss legal framework with the third-country requirements of the AIFMD, in a bid to ultimately benefit from the extension of passporting to third countries. The CISA in effect required that all managers of foreign CIS obtain a Swiss licence issued by FINMA, as well as imposed a revised set of rules on Swiss and foreign distributors of funds in Switzerland.

i Preferred vehicle for private equity funds

Private equity firms investing in Switzerland are free to choose to set up both Swiss and non-Swiss structures (typically Jersey, Guernsey or Cayman structures) for fundraising and investment purposes. The preferred legal form depends on different drivers such as (1) the tax transparency of the vehicle, i.e., whether it is subject to Swiss corporate taxes on income or capital gains, (2) restrictions and limitations on the investment activities of the private equity fund, (3) the limited liability of the management and the investors and (4) the close-ended nature of the fund.

Private equity funds investing in Switzerland may structure their investment by setting up either a Swiss structure contemplated by the CISA, namely a Swiss limited partnership for collective investments (Swiss LP), a Swiss investment company (including the CISA-specific form called the SICAF) or any foreign law structure – whichever is the most appropriate for fundraising and investment. In practice, the predominant legal form chosen by sponsors is a non-Swiss structure – the Anglo-Saxon limited partnership (LP).

ii Swiss LP

The Swiss LP is a CIS specifically aimed at alternative investments, private equity investments and real estate development, construction or infrastructure projects. This legal form mirrors the LP or the Luxembourg SICAR.

The Swiss LP is a partnership whose sole purpose is collective investment. It benefits from a quasi-legal personality and is entitled to hold assets or claims. It conducts investments in risk capital and it is subject to particularly flexible investment guidelines.

A Swiss LP is based on a partnership agreement, with at least one member being subject to unlimited liability for the commitments of the Swiss LP (general partner). The general partner must be a Swiss company limited by shares and can only be appointed as a general partner of a single Swiss LP. Whereas, the Swiss LP is not subject to any capital requirements, the minimum share capital of the general partner must amount to 100,000 Swiss francs and be fully paid-in. In the event that the Swiss LP has several general partners, those must together have a minimum paid-up share capital of 100,000 Swiss francs. The general partner may delegate investment decisions or other activities to third parties, provided that such delegation is in the best interest of the Swiss LP. In addition, the partnership agreement must be supplemented by a prospectus, which must be consistent with the statutory provisions.

The investors in the Swiss LP are the limited partners. They are liable only up to a specific amount. Although the limited partners may not be involved in the management of the Swiss LP, they benefit from information and certain governance rights (e.g., delivery of periodic financial information or information on the financial accounts). The Swiss LP is only open to qualified investors as defined in the CISA (see Secton II.iv).7 Finally, the Swiss LP is a regulated entity that must have a prior licence from FINMA and is subject to FINMA’s ongoing supervision (see Section III.i).

iii Investment company and SICAF

The SICAF is a Swiss company limited by shares whose corporate purpose is limited to the investment and management of its own assets, to the exclusion of any entrepreneurial activity. Along with its prospectus, the SICAF defines its private equity investments, investment policy and investment restrictions in its articles of association, as well as in the investment guidelines. The regulatory framework set forth in the CISA with respect to the SICAF is quite limited. As a result, the SICAF is substantially governed by the provisions of the Swiss Code of Obligations that are applicable to ordinary companies limited by shares.

It should be noted that Swiss limited companies are not subject to the CISA and therefore not regulated by FINMA if their shares are listed on a Swiss stock exchange8 or their shareholders are exclusively qualified investors as defined under the CISA (see Section II.iv). To our knowledge, all investment companies have relied to date on this regulatory safe harbour. As a result, there are no SICAFs incorporated in Switzerland under CISA. Most of the following developments will be therefore limited to the Swiss LP as the typical Swiss vehicle for private equity funds.

iv Other forms

Foreign private equity vehicles are frequently used by promoters active in the Swiss market. The choice of the specific foreign structure used will primarily depend upon the domicile and type of target investors, as well as tax aspects, jurisdictions of investee entities, and other factors. For example, an EU structure may be used in order to get access to the EU market without having to obtain an authorisation in every country in accordance with the AIFMD regulation (i.e., passporting). The Swiss private equity community frequently use foreign structures, mostly based in other countries in Europe, such as UK limited partnerships or Luxembourg SICARs. Those would, therefore, solely be subject to Swiss requirements regulating fundraising (i.e., fund distribution), as described below.

v Key legal terms

Generally, a Swiss LP may be set up for an unlimited period of time. That being said, in practice, a Swiss LP’s duration is usually contractually restricted to 10 to 12 years, with an extension option for another three years.

The partnership agreement governs the relationship between the limited partners and the general partner. Swiss law allows a significant freedom to the parties with respect to the regulation of their relationship, subject to a certain number of mandatory provisions. As a matter of principle, the partnership agreement includes provisions on the following items:

  1. total capital commitment;
  2. repayment of capital;
  3. duration of the fund and possible extension;
  4. management participation in the fund;
  5. management fees;
  6. investment policy, investment restrictions, risk diversifications, investment techniques;
  7. reporting;
  8. conditions for admission of new, and withdrawal of existing investors;
  9. voting quorums and majorities;
  10. restrictions on the transferability of the interests; and
  11. distribution of proceeds.

The SFAMA and the SECA jointly developed a model prospectus and a company agreement for the Swiss LP, which has been recognised by FINMA for the purposes of authorisation applications.9

vi Key items for disclosure

Both the Swiss LP and the general partner must be registered with the Commercial Register of the canton where they are incorporated. Such register is public and provides general information regarding the Swiss LP and the general partner, such as the capital, the registered office and the authorised signatories. The partnership agreement establishing the Swiss LP must also be filed with the Commercial Register after its approval by FINMA and is, therefore, generally available to the public. However, the financial statements of the Swiss LP are not available to the public, as opposed to its investors. The aggregate amount of the capital commitments of the limited partners must also be registered with the Commercial Register. However, neither the names of the limited partners nor the individual commitments are available to the public. Whereas the liability of the limited partners of the Swiss LP is capped at a specified amount registered in the Commercial Register, additional financial commitments may be required by the partnership agreement.

Pursuant to the SFAMA guidelines on the charging and use of fees and costs (Transparency Guidelines), which, in accordance with FINMA Circular 2008/10 were recognised as minimum standard, certain information duties are imposed on distributors and Swiss representatives (see Section II.iv) of both Swiss and foreign funds. In a nutshell, investors are to be informed on fees, costs, rebates and retrocessions paid or received in relation to the fund. This information shall be disclosed in the fund documentation. Furthermore, with respect to retrocessions, their recipients must spontaneously inform the investor of the amount of the compensation received by giving the calculation parameters or the spread of those inducements. Upon an investor’s request, the recipients are to further disclose the amount actually received. Finally, the existence and nature of any conflict of interest that may arise from the payment of the retrocessions is to be disclosed to investors in this context.

vii Marketing rules and investor classification
Concept of distribution

Any offer or advertisement for a CIS that is not exclusively directed towards regulated financial intermediaries (e.g., banks, insurance, companies, securities dealers, fund administration companies, fund asset managers and central banks) is construed as distribution which is subject to specific CISA requirements both for the CIS and the distributor. Indirect distribution is also subject to the same requirements (e.g., offering managed accounts in CIS or fund-linked notes, depending on the specific facts).

The CISA excludes the four situations outlined below from the definition of distribution. As result, the provision of information or the offer of CIS are deemed not to constitute a form of distribution if they take place:

  1. at the investor’s request within the context of a long-term and remunerated advisory agreement or an execution-only relationship with a regulated financial intermediary or with an independent asset manager (subject to certain conditions);
  2. at the instigation of or at the own initiative of investors in relation to a specific fund and without any intervention or initial contact made by the financial intermediary (reverse solicitation);
  3. within the context of a written discretionary management agreement entered into by the investor with a regulated financial intermediary or an independent asset manager (subject to additional conditions); and
  4. the publication of prices, net asset values and tax data by regulated financial intermediaries.
Concept of qualified investors

The concept of qualified investor is another important regulatory concept in the context of the distribution of CIS. Under the CISA, the concept of qualified investors comprises:

  • a regulated qualified investors:

• regulated financial intermediaries, including banks, securities dealers, fund administration companies and managers of collective investment schemes, as well as central banks; and

• regulated insurance companies;

  • b unregulated qualified investors:

• public entities, retirement benefit institutions (pension funds) and companies with professional treasury management (this concept presupposes that the entity has at least one qualified professional in charge of the management of its financial assets);

• companies with professional treasury management;

• investors who have concluded a written discretionary asset management agreement, provided they do not exercise their right to ‘opt-out’ of the ‘qualified investors’ status and the agreement is entered into with a regulated Swiss financial intermediary (namely, those that are referred to as ‘regulated qualified investors’) or with an independent asset manager (subject to certain conditions); and

• high net worth individuals (HNWI) and private investment structures created for HNWI that have requested, in writing, to be considered as ‘qualified investors’ (opt-in declaration), provided they, in addition, confirm that they hold a minimum net wealth of 5 million Swiss francs, or establish that they have, based on their professional training and experience, the technical competence of a qualified investor combined with a minimum net wealth of 500,000 Swiss francs.

Investors who are not included in one of the above categories are non-qualified investors. The characterisation of an investor as being qualified has a bearing on the regulatory restrictions applicable to the distribution of interests in CISs (see below).

Distribution of units in Swiss LPs

As mentioned above, private equity funds that are incorporated as a Swiss LP may only be distributed to qualified investors. In practice, limited partners will generally be required to confirm their status as qualified investors by signing a declaration on the subscription form for an interest in the Swiss LP.

It should be noted that, in accordance with the CISO, individuals controlling the general partner or partners may participate in the company as limited partners if (1) this is provided in the partnership agreement, (2) the participating interest stems from the private assets of the concerned individuals and (3) the investment is made at the time of the launch of the Swiss LP.

Distribution of foreign private equity funds to non-qualified investors

Foreign private equity funds may be distributed to non-qualified investors (i.e., retail investors) in Switzerland if those are registered with FINMA. The main approval requirements are the following:

  1. the CIS, the fund management company or the fund company, the asset manager and the custodian must be subject to public supervision with a focus on investor protection;
  2. investor rights, investment policy, the company or fund management company and custodian must be subject to regulation equivalent to the provisions of the CISA;
  3. the CIS must not be described in such a way so as to deceive or confuse, namely with respect to its investment policy;
  4. a representative and paying agent must be appointed for units distributed in Switzerland;
  5. there must be a cooperation and information exchange agreement between FINMA and the foreign supervisory authorities responsible for distribution; and
  6. foreign CIS may not be distributed in Switzerland unless and until the fund management company has appointed a representative to assume the representation obligations set out in the CISA.

In practice, foreign private equity funds are typically not eligible for registration for distribution to non-qualified investors in Switzerland, insofar as many of the requirements (typically, items (a) and (b) above, are not met).

Distribution of foreign private equity funds to qualified investors

Notwithstanding the above, foreign funds may still be distributed to qualified investors. By contrast to distribution to regulated qualified investors (which is excluded from the scope of any requirements on distribution), distribution to unregulated qualified investors (see above) is permissible provided that:

  1. the distributor is subject to appropriate supervision in its home jurisdiction in respect of fund distribution;
  2. a Swiss representative, as well as a paying agent, is appointed by the CIS;
  3. the name of the CIS is not confusing for the investors; and
  4. the distributor enters into a written Swiss-law-governed distribution agreement with the Swiss representative of the CIS, based on the requirements of the SFAMA Distribution Guidelines.

In this context, anyone who distributes foreign CIS to unregulated qualified investors in Switzerland (as opposed to an exclusive cross-border activity) is deemed to be a fund distributor and must further be authorised by FINMA as such.

Other distribution and marketing rules

The SFAMA guidelines on the distribution of CIS (Distribution Guidelines), which are recognised by FINMA as minimum standards, provide, inter alia, for due diligence and information duties both for promoters and distributors of CIS. In particular, non-qualified investors are to be provided with objective information on investment character, opportunities and risks associated with a specific CIS on the basis of their experience and knowledge and the complexity of the CIS. In addition, as mentioned above, the Transparency Guidelines provide for further disclosure duties with respect to fees, costs, retrocessions and rebates that apply in this context.

Further, marketing activities in Switzerland are also subject to the Swiss legislation against unfair competition that addresses commercial communication with customers and prohibits unfair business practices. Under the Swiss Unfair Competition Act, any behaviour or business practice that is deceptive or that infringes the principle of good faith in any other way with the result of affecting the relationship between suppliers and customers is deemed unfair and unlawful.

Finally, under the CISA, foreign fund documentation, marketing materials and any other publications or websites, offered or advertised to unregulated qualified investors must disclose the identity of the Swiss representative and paying agent, the home jurisdiction of the CIS, the place where the relevant fund documents are available, as well as the place of performance and jurisdiction at the registered office of the Swiss representative. In practice, a specific wording with respect to Swiss investors is added to those materials.

viii Fiduciary duties to investors

From a Swiss regulatory perspective, a Swiss LP is not required to have a sponsor. The general partner is bound by fiduciary duties towards the investors (limited partners) which depend upon the provisions of the partnership agreement. Generally, under the CISA, the general partner fiduciary duties include loyalty, due diligence and information duties. The SFAMA Code of Conduct, which has been recognised by FINMA as the minimum standard, gives specific guidance on these duties. In a nutshell, the general partner must manage the Swiss LP in accordance with the principle of equal treatment and must refrain from favouring certain investors at the expense of others. Furthermore, all CISA institutions must have internal regulations and appropriate organisation to ensure compliance with their fiduciary duties.

Although the model documentation for Swiss LP (see Section II.ii) does not contain provisions limiting the liability of the general partner towards the limited partners, such limitation may generally be inserted in the partnership agreement. However, contractual provisions limiting or excluding a party’s liability for wilful misconduct or gross negligence are null and void under Swiss law.

iii REGULATORY DEVELOPMENTS

i Regulatory oversight

The formation of a private equity fund established in the form of a Swiss LP must be authorised by FINMA prior to perform any activity. Both the Swiss LP and the general partner must obtain a licence from FINMA (generally through a single regulatory process). The application is to be reviewed by an audit firm recognised by the Federal Audit Oversight Authority (FAOA). In addition, individuals controlling the general partner and any qualified participants (i.e., any person or entity directly or indirectly owning at least 10 per cent of the capital or voting rights in the general partner or who can have a material influence in another way) are subject to a fit and proper test by FINMA. The constituting documents (partnership agreement) also require FINMA’s approval. In terms of timing, subject to FINMA’s workload and absent any unforeseen complications, the authorisation is generally issued within a three- to four-month time period once all the required documents are filled. With respect to the fees, initial registration fee amounts to between 10,000 and 40,000 Swiss francs. FINMA further levies a yearly supervision fee, which is computed on the basis of the assets of the Swiss LP.

The Swiss LP, as well as its general partner, is then subject to the ongoing supervision of FINMA. The Swiss authority benefits from extensive audit and inspection rights over regulated entities. The Swiss regulatory regime is based on a ‘dual supervisory regime’ which requires regulated entities to appoint a FAOA-recognised auditor (which cannot be the audit firm that was in charge of reviewing the application), whose task is to verify whether the regulated entity complies with all applicable legal, statutory and regulatory requirements. The auditor’s report is addressed to both the entity and FINMA. Finally, the Swiss LP must appoint a depository and a paying agent, but the appointment of a custodian bank is not required.

It is worth noting that non-Swiss private equity vehicles may make investments in Switzerland without being subject to FINMA’s authorisation, provided that the vehicle is not deemed to be centrally administered in or from Switzerland (which would result in the fund being viewed as a Swiss fund). By contrast, as previously mentioned, a registration with FINMA is required before such foreign CIS can be distributed in or from Switzerland to non-qualified investors (see Section II.iv).

Furthermore, Swiss management companies or investment managers of a Swiss or non-Swiss CIS are in principle subject to a mandatory licence requirement in Switzerland. An exception applies to asset managers of foreign CIS whose investors are unregulated qualified investors if:

  • a the assets under management, including those resulting from the use of leverage, are below the threshold of 100 million Swiss francs;
  • b the assets under management are below 500 million Swiss francs (unleveraged) and closed-ended (such as the Swiss LP) for a period of five years; or
  • c the investors are exclusively group companies of the asset managers group.

Non-Swiss managers of both Swiss and non-Swiss CIS having a branch in Switzerland are also required to register with FINMA. This presupposes that the foreign asset manager:

  1. is subject to adequate supervision by its home regulator;
  2. has sufficient financial resources, adequate organisation, as well as competent staff to operate a branch in Switzerland; and
  3. is incorporated in a jurisdiction where its home regulator has concluded a specific cooperation agreement with FINMA.

As a matter of principle, the sponsor or promoter of a fund is not subject to Swiss regulatory registration, as long as it does not perform any specific regulated activity, such as fund asset management, distribution of CIS or representation of foreign CIS. The mere advisory activity is not subject, for the time being, to any licensing requirement. It should, however, be noted that, according to FINMA Circular 2013/9 on distribution of CIS, discretionary management mandates aiming at investing solely or predominantly in funds (e.g., ‘managed account in funds’) may be considered as an activity of (indirect) distribution of funds by FINMA requiring therefore a distributor licence.

ii Taxation

The Swiss LP is treated as a transparent entity for tax purposes and is therefore not subject to Swiss corporate income tax on its income or gains, provided it does not directly hold real estate located in Switzerland. Income taxes are generally levied at the level of the investors. Swiss residents are subject to ordinary income tax on the ordinary income distributed by the Swiss LP. The value of their units in the Swiss LP is also subject to Swiss wealth tax.

Distributions made by Swiss LP to both Swiss and foreign investors are generally subject to withholding tax at a 35 per cent rate, unless they correspond to distributions of capital gains or income realised from real estate held directly by the Swiss LP. Swiss investors will receive full refund, provided that they declare the income in their tax return or account for it in their financial statements. Foreign investors may qualify for an exemption from Swiss withholding tax, irrespective of the applicability of a treaty, under the affidavit procedure provided that at least 80 per cent of the underlying income is derived from non-Swiss sources and the investors demonstrate that they are not Swiss residents. In addition, foreign resident investors may also be entitled to a full or partial refund based on a double tax treaty existing between their country of residence and Switzerland. Such relief is typically granted by way of reimbursement rather than by way of exemption.

SICAF and other investment companies incorporated as Swiss corporations and not regulated under the CISA (see Section II.i) are treated as non-transparent for tax purposes and therefore subject to corporate income tax and tax on net equity. The distributions are, in addition, subject to withholding tax. The issuance of shares of a SICAF or any other investment company in the form of a Swiss corporation is further subject to the Swiss issuance stamp duty. The tax treatment of the SICAF and investment company, as common limited companies, partly explains the absence of use of this type of vehicle in practice, other than as a mere intermediate investment subsidiary, as part of a larger investment structure of a foreign private equity fund (typically a foreign LP).

IV OUTLOOK

The regulatory framework applicable to CIS has not materially changed since the 2013 CISA revision.

That being said, a certain number of changes are expected to take place with the introduction of two instruments, namely the Swiss Federal Financial Services Act (FinSA) and the Swiss Federal Financial Institutions Act (FinIA), which are currently being debated before the Swiss parliament. As things stand, the two draft bills are not expected to enter into force prior to mid-2019, though. Those drafts are largely based on EU Directives (MiFID, Prospectus Directive, PRIPs project) and could provide, among other changes, for (1) an abolition of licensing requirement for Swiss distributors, who might, however, be subject to a duty to register in a new financial services providers register, and (2) a limitation of the requirement to appoint a Swiss representative and paying agent for distribution to qualified investors, solely to distribution to HNWI and their personal holding structures, but not to other classes of qualified investors. In addition, non-Swiss financial services providers acting on a cross-border basis would be subject to Swiss rules of conduct, as well as, under certain circumstances, registration duties or would be required to set up a business presence in Switzerland with respect to their Swiss-based customers.

Separately, on 1 August 2017, the Swiss banking regulatory framework was amended in order to promote the emergence of innovative business models based on fintech. It is now possible to accept public deposits for up to a threshold of 1 million Swiss francs without holding a banking licence and client money received can remain on a settlement account up to a maximum of 60 days. Those changes mainly facilitate certain crowdfunding business models, as well as enable to test-drive banking deposit-taking business models with limited deposits (i.e., up to 1 million Swiss francs).

It is expected that a new type of licence will be introduced for companies accepting public deposits while not using such deposits to fund the traditional lending business. In such case, the aggregate amount of public deposits will be limited to 100 million Swiss francs and may neither be invested nor be interest-bearing. This type of ‘light’ licence is currently being discussed in the parliament as part of the adoption of the FinSA/FinIA and will therefore be available upon the entry into force of those new instruments.

Finally, traditional fundraising techniques and processes have been challenged in the last couple of years by the emergence of a new form of capital raising by start-ups in the form of ‘initial coin offerings’ (ICOs), token-generating events and token sales. The new cryptocurrency and blockchain business models are challenging legal and regulatory models, and enforcement action by regulators all around the world is increasing. Although the respective securities regulators digest and come to grips with the new technologies, one should expect an acceleration of regulatory action, as well as enforcement, to bring certainty to all market actors and protect investors from fraud. Switzerland is expected to issue more detailed guidelines on the classification of tokens in terms of applicable regulations in the next months and has formed a Blockchain Taskforce to review and to propose changes to Swiss law that may be warranted in this context.

1 Fedor Poskriakov is a partner, Maria Chiriaeva is a senior associate and Isy Isaac Sakkal is an associate at Lenz & Staehelin.

2 Invest Europe, Annual activity, Yearbook 2016 – Europe and country Overview tables.

3 Invest Europe, Annual activity, Yearbook 2016 – Europe and country Overview tables.

4 Preqin Ltd., Private Equity & Venture Capital Spotlight, Volume 13, Issue 7, September 2017.

5 Swiss Venture Capital Report 2017, available at: https://www.startupticker.ch/en/home.

6 Swiss Venture Capital Report 2017, available at: https://www.startupticker.ch/en/home.

7 As a consequence of the limitation of the circle of investors, a Swiss LP cannot be listed on a securities exchange.

8 In such case, listing rules of the Swiss exchange where they are listed (SIX Swiss Exchange or BX Berne Exchange) must be complied with.

9 Available at: https://www.seca.ch/Templates/Templates/LP-Musterdokumentation.aspx.