Legal Notes Financial Market Infrastructure Act (FMIA) / Finanzmarktinfrastrukturgesetz (FinfraG)

Organized Trading Facility (Art. 42 – 46)

Besides stock exchanges and multilateral trading facilities, organized trading facilities are also subject to regulation under the Swiss Financial Markets Infrastructure Act (FMIA). The aim of these regulations is, in particular, to improve market transparency while providing an alternative to regulated trading venues. Organized trading facilities can be set up as multilateral or bilateral (on own account) trading facilities and may have some discretion when executing client orders.

Since September 1, 2018, Credit Suisse AG is operating the Internal Market Making ("IMM") as bilateral organized trading facility according to FMIA. Trading on IMM is subject to the Rulebook (linked on this website).

Key aspects of IMM include the following:

• Market Making: IMM offers liquidity on the secondary market. As it is a bilateral trading facility, Credit Suisse AG becomes the counterparty to all transactions.
• Equal treatment of Users: All transactions are subject to the Rulebook.
• Transparency: Any prices published on external platforms or provided upon request for financial instruments traded on IMM are non-binding indicative prices. However, all trades executed on IMM are published via Thomson Reuters.

Asset classes admitted to trading on IMM:

Currently only units in OTC real estate funds issued by Credit Suisse entities and for which Credit Suisse AG performs an OTC secondary market making function can be traded through IMM.

Credit Suisse AG reserves the right to add or remove financial instruments and/or asset classes at any time.

Trading hours:

Official trading hours according to section 4.1 "Trading days and trading time" of the Rulebook are as follows:

Derivatives Trading (Art. 93 – 115)

In the aftermath of the 2008 financial crisis, G20 leaders agreed that all standard over-the-counter (OTC) derivatives contracts should be cleared through central counterparties and that derivative contracts should be reported to trade repositories. G20 leaders have implemented strong measures to improve transparency and regulatory oversight of OTC derivatives.

FMIA (Financial Market Infrastructure Act), in German: FinfraG (Finanzmarktinfrastrukturgesetz), is the respective Swiss Regulation that is in force since January 2016. The objective of FinfraG is to regulate (i) the organization and the operation of financial market infrastructures, (ii) the trading of derivatives and (iii) the conduct of business.

FinfraG purports to introduce broad changes to the OTC derivatives market and aims at increasing transparency, reducing counterparty and operational risk in trading as well as enhancing market integrity and oversight.

Key aspects of Derivative Trading include the following:

• Mandatory central clearing of eligible OTC derivatives
• Risk mitigation measures for uncleared OTC derivatives such as timely confirmations, daily valuation, portfolio reconciliation, portfolio compression, dispute resolution and the segregated exchange of collateral
• All in-scope counterparties with outstanding derivative contracts (OTC and Exchange traded) must report details of those contracts and any newly entered contracts to an authorized trade repository (TR)

FMIA sets forth several types of counterparty classifications with regard to the OTC derivatives market, the primary being Financial- and Non-Financial Counterparties (FCs and NFCs). Applicable obligations are then defined depending upon whether the classified counterparty exceeds certain thresholds. Furthermore FinfraG requires the classification of third-country entities, as well as fully- and partially-exempted counterparties. There is no obligation for individuals as there is for other counterparties (exceptions might apply, see also "Reporting").

Since most requirements can only be fulfilled bilaterally, even clients domiciled outside of Switzerland will have to support compliance efforts to facilitate the compliance of Swiss entities, such as Credit Suisse AG.

Clearing:

Central clearing allows market participants to mitigate counterparty risks while transferring the risk to a central counterparty. After a trade has been executed, the claims will be handed over to the central counterparty (a process called novation), which lies between the two original traders and assumes the new legal counterparty position for both the seller and buyer.

Risk Mitigation:

All Financial- and some non-financial counterparties will have to have risk mitigation techniques in place when trading OTC derivatives with Credit Suisse AG. The risk mitigation techniques apply only with regard to OTC derivative contracts that are not cleared through a central counterparty.

Reporting:

Financial and non-financial counterparties shall ensure timely reporting of all relevant information within one business day after the conclusion, modification or termination of any derivative contract (OTC and Exchange traded) to an authorized trade repository.

The determination of the reporting counterparty is primarily based on the counterparty class under FinfraG. There is no obligation for individuals as counterparties (exceptions might apply), but contracts with individuals have to be reported by the financial or non-financial counterparties.

Mandatory Platform Trading

Some derivatives will have to be traded via a trading platform or at an exchange that is authorized by FINMA.