The Fiscal Agent Agreement is essential for debt securities issuance programs and standalone bond offerings in Switzerland. It is used when an issuer requires a Swiss financial institution to act as its fiscal agent for managing payments, maintaining records, and handling administrative matters relating to issued securities. The agreement must comply with Swiss financial regulations, including the Federal Act on Financial Market Infrastructures, Banking Act, and FINMA requirements. This document is particularly important for international issuers accessing Swiss capital markets, as it provides a framework compliant with local regulatory requirements while facilitating cross-border securities transactions. The Fiscal Agent Agreement includes detailed provisions for payment processing, security holder communications, and regulatory compliance, ensuring smooth operation of the securities program under Swiss jurisdiction.
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1. Parties: Identification of the issuer and the fiscal agent, including their registration details and addresses
2. Background: Context of the agreement, including reference to the debt issuance program or specific securities
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Appointment and Duties: Formal appointment of the fiscal agent and outline of core duties
5. Payment Provisions: Procedures for handling payments, including timing, method, and currency considerations
6. Issuance of Securities: Procedures for issuing securities, including authentication and delivery
7. Register Maintenance: Requirements for maintaining the register of holders (if applicable)
8. Fees and Expenses: Structure of fees, payment terms, and reimbursement of expenses
9. Tax Matters: Handling of tax-related issues, withholding requirements, and reporting obligations
10. Standard of Care and Liability: Expected standard of service and limitation of liability provisions
11. Indemnification: Mutual indemnification obligations and procedures
12. Communications: Methods and requirements for formal communications between parties
13. Confidentiality: Obligations regarding confidential information and data protection
14. Term and Termination: Duration of the agreement and termination provisions
15. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction for disputes
1. Additional Agents: Required when additional agents (such as calculation agents or paying agents) are appointed
2. Electronic Services: Include when specific electronic platforms or services will be used for operations
3. Force Majeure: Detailed force majeure provisions beyond standard terms, particularly relevant for cross-border operations
4. Business Continuity: Required for critical service arrangements or regulatory compliance
5. Anti-Money Laundering: Detailed AML procedures when extensive due diligence is required
6. Data Protection: Extended provisions when handling significant personal data or cross-border transfers
7. Sanctions Compliance: Required when transactions involve international payments or sanctioned countries consideration
1. Schedule 1 - Duties and Procedures: Detailed operational procedures and specific duties of the fiscal agent
2. Schedule 2 - Fee Schedule: Detailed breakdown of all fees, charges, and payment terms
3. Schedule 3 - Form of Securities: Templates and requirements for security certificates or global notes
4. Schedule 4 - Authentication Procedures: Specific procedures for authenticating instructions and documents
5. Schedule 5 - Contact Details: List of authorized representatives and contact information for both parties
6. Schedule 6 - Payment Procedures: Detailed procedures for handling payments, including contingency arrangements
7. Appendix A - Required Forms: Standard forms for instructions, transfers, and other routine operations
8. Appendix B - Technical Requirements: Technical specifications for electronic communications and systems
9. Appendix C - Service Level Agreement: Detailed service levels and performance metrics
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