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Investment Offering Memorandum

Investment Offering Memorandum Template for Switzerland

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Key Requirements PROMPT example:

Investment Offering Memorandum

"I need an Investment Offering Memorandum for a Swiss-based renewable energy infrastructure fund targeting qualified institutional investors, with a planned first closing in March 2025 and minimum investment of CHF 10 million."

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Document background
An Investment Offering Memorandum is a crucial document used in Switzerland when offering investment products to both institutional and qualified investors. It serves as the primary disclosure document under Swiss financial regulations, particularly the Financial Services Act (FinSA/FIDLEG) and related laws. The memorandum must provide comprehensive information about the investment opportunity, including detailed risk factors, investment strategy, management structure, fees, and operational procedures. This document is essential for compliance with Swiss securities laws and FINMA requirements, and typically requires input from legal counsel, financial advisors, and other professional service providers to ensure all regulatory requirements are met. The document's content and structure must be tailored to the specific type of investment product being offered and the target investor classification under Swiss law.
Suggested Sections

1. Important Information and Disclaimer: Legal disclaimers, regulatory statements, and jurisdiction restrictions

2. Executive Summary: Overview of the investment opportunity and key terms

3. Risk Factors: Comprehensive disclosure of all material risks associated with the investment

4. Investment Highlights: Key features and benefits of the investment opportunity

5. Investment Strategy: Detailed explanation of the investment approach and methodology

6. Market Overview: Analysis of relevant market conditions and opportunities

7. Investment Terms: Detailed terms of the investment including minimum amounts, fees, and liquidity terms

8. Management and Administration: Information about key personnel, investment manager, and service providers

9. Subscription Process: Procedures and requirements for investing

10. Tax Considerations: Overview of relevant tax implications for Swiss investors

11. Regulatory Disclosures: Required regulatory information and statements under Swiss law

12. Legal and Administrative Information: Legal structure, governing law, and administrative details

Optional Sections

1. ESG Considerations: Environmental, Social, and Governance factors when relevant to the investment strategy

2. Track Record: Historical performance information when available and permitted

3. Portfolio Companies/Assets: Detailed information about existing investments when applicable

4. Cross-border Information: Additional disclosures for non-Swiss investors when offered internationally

5. Real Estate Portfolio: Specific section for real estate investments including property details

6. Currency Considerations: For investments offered in multiple currencies or with currency risks

7. Secondary Market Information: If there are provisions for secondary trading of the investment

8. Distribution Policy: Detailed distribution terms if regular distributions are planned

Suggested Schedules

1. Subscription Agreement: Legal agreement for subscribing to the investment

2. Financial Statements: Historical financial information and projections where applicable

3. Due Diligence Reports: Summary of technical, financial, or legal due diligence

4. Corporate Documents: Relevant constitutional documents and certificates

5. KIID/KID: Key Investor Information Document as required under FinSA

6. Risk Disclosure Supplement: Detailed risk factors and scenarios

7. Tax Supplement: Detailed tax implications and structures

8. Investor Eligibility Requirements: Detailed criteria for eligible investors and self-certification forms

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accredited Investor
Administration Agreement
Administrator
AML Regulations
Annual Report
Applicable Law
Application Form
Articles of Association
Auditor
Business Day
Calculation Date
Closing Date
Commitment Period
Custodian
Custody Agreement
Distribution Agreement
Distributor
FINMA
FinSA
Fund
Governing Law
High Water Mark
Initial Closing
Initial Offering Period
Investment Advisory Agreement
Investment Committee
Investment Guidelines
Investment Manager
Investment Management Agreement
Investment Objective
Investment Period
Investment Policy
Investment Restrictions
Investor
Issue Price
Key Investor Information Document
Launch Date
Management Fee
NAV
Offering
Performance Fee
Preliminary Charge
Professional Client
Prospectus
Qualified Investor
Redemption Date
Redemption Fee
Redemption Notice
Redemption Price
Reference Currency
Register
Regulated Market
Regulatory Authority
Relevant Jurisdiction
Reporting Period
Securities
Service Providers
Share
Shareholder
Subscription Agreement
Subscription Date
Subscription Fee
Subscription Price
Swiss Representative
Swiss Paying Agent
Valuation Day
Valuation Point
Clauses
Investment Objectives
Investment Strategy
Investment Restrictions
Risk Factors
Subscription Rights
Redemption Rights
Transfer Restrictions
Management Fee
Performance Fee
Other Expenses
Valuation
Net Asset Value Calculation
Suspension of NAV
Investment Manager Rights
Investment Manager Obligations
Custodian Arrangements
Administrator Duties
Investor Eligibility
Representations and Warranties
Anti-Money Laundering
Regulatory Compliance
Distribution Policy
Reporting Requirements
Confidentiality
Data Protection
Governing Law
Dispute Resolution
Amendment Rights
Termination Rights
Tax Considerations
Conflicts of Interest
Side Letters
Indemnification
Material Contracts
Service Provider Appointments
Investor Communications
Share Issuance
Share Redemption
Compulsory Redemption
Distributions
Voting Rights
Investment Committee
Due Diligence
Subscription Procedures
Know Your Customer
Relevant Industries

Financial Services

Private Equity

Venture Capital

Real Estate

Infrastructure

Hedge Funds

Asset Management

Banking

Insurance

Alternative Investments

Renewable Energy

Technology

Healthcare

Impact Investing

Relevant Teams

Legal

Compliance

Investment Management

Risk Management

Product Development

Client Relations

Distribution

Finance

Operations

Due Diligence

Portfolio Management

Investment Committee

Executive Management

Relevant Roles

Chief Investment Officer

Fund Manager

Legal Counsel

Compliance Officer

Risk Manager

Investment Director

Portfolio Manager

Chief Financial Officer

Investment Analyst

Product Manager

Relationship Manager

Distribution Director

Due Diligence Officer

Investment Committee Member

Industries
Swiss Financial Market Infrastructure Act (FMIA/FinfraG): Primary legislation governing financial market infrastructure and trading of securities and derivatives in Switzerland
Financial Services Act (FinSA/FIDLEG): Regulates the provision of financial services and offering of financial instruments, including prospectus requirements and client segmentation
Financial Institutions Act (FinIA/FINIG): Sets requirements for financial institutions and licensing requirements for various types of asset managers and fund management companies
Collective Investment Schemes Act (CISA): Regulates investment funds and other collective investment schemes, including requirements for fund documentation and investor protection
Anti-Money Laundering Act (AMLA): Establishes requirements for due diligence and reporting in financial transactions to prevent money laundering
Swiss Code of Obligations: Contains general contract law provisions that may apply to investment relationships and documentation
Federal Act on Data Protection (FADP): Governs the handling of personal data of investors and requirements for data privacy disclosures
FINMA Circulars and Ordinances: Various regulatory guidelines and specific requirements issued by the Swiss Financial Market Supervisory Authority
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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