Dodd Frank disclosures and notices
Crédit Agricole Corporate and Investment Bank ("Crédit Agricole CIB") is (provisionally) registered with the Commodities Future Exchange Commission ("CFTC") as a non-U.S. swap dealer pursuant to Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") . The Dodd-Frank Act imposes comprehensive regulatory requirements on swap dealers including business conduct standards with respect to the execution of "swaps" (1) with certain counterparties of the swap dealer. Among other requirements, these business conduct standards mandate that Crédit Agricole CIB provide certain disclosures of material information ("Disclosures") to its swap counterparties (other than other swap dealers, major swap participants, security-based swap dealers or major security-based swap participants who are U.S. persons (2) prior to entering into a swap with such U.S. counterparty. If you are a swap dealer, major swap participant, security-based swap dealer or major security-based swap participant or are not a U.S. person, the Disclosures included herein are not intended nor provided for your use.
(1) See definition of "swap" at http://www.gpo.gov/fdsys/pkg/FR-2012-08-13/pdf/2012-18003.pdf
(2) See Final Exemptive Order Regarding Compliance with Certain Swap Regulations, 78 Fed. Reg. 858 (Jan. 7, 2013) for the definition of U.S. person and any subsequent definition issued by the CFTC.
The following Disclosures are provided to our U.S. swap counterparties pursuant to CFTC rule 23.431. Such Disclosures shall be deemed supplemented by such additional information and disclosures included in any transactional specific documentation exchanged between us, including any derivatives master agreement or amendment thereto, transactional term sheet, pre-trade confirmation or master confirmation agreement, and such other communications exchanged between us incorporating such additional information with respect to a swap or proposed swap ("transactional Disclosures"). In the event of any conflict between such transactional Disclosures and other (more generic) Disclosures, the transactional Disclosures shall prevail.
Any person accessing the Disclosures included herein shall be deemed to represent to Crédit Agricole CIB that it is doing so on the basis that it is a U.S. person entitled to such Disclosures pursuant to the requirements of the Dodd-Frank Act and that the manner in which such Disclosures are made are accepted and agreed.
In addition, any access by you of any Disclosures published by the International Swaps and Derivatives Association Inc ("ISDA") shall be an acknowledgement of the Important Notice Concerning Copyright Protection set forth below and an agreement by you to comply with its terms.
In addition to the terms and conditions and such other information related to Transaction(s) described in communications received from Credit Agricole Corporate and Investment Bank ("CA-CIB"), CA-CIB provides "Additional Materials and Disclosures" by the means set forth below. If you are an entity other than a swap dealer, a major swap participant, a securities based swap dealer and/or a major securities based swap participant, your execution of a Transaction described in such communications with CA-CIB shall be an acknowledgement and agreement by you of the following:
1.The adequacy of the means by which the "Additional Materials and Disclosures" are or were delivered;
2.that such "Additional Materials and Disclosures" are or were made available to you on the basis that you are a U.S. person to whom such content is provided in respect of CFTC Rule 23.431 (a), or such analogous SEC rule; and
3.you have read and understood the relevant "Additional Materials and Disclosures". and you confirm that they along with other information related to the Transaction(s) included herein are adequate for purposes of your evaluation of such Transaction(s).
General risk disclosures (ISDA Publications)
The General Disclosure Statement For Transactions included herein describes generally the disclosures of material information mandated by CFTC rule 23.431(a) including (i) material characteristics of a variety of transactions related to certain underlying referenced assets; (ii) material risks of such transactions and (iii) material incentives and conflicts of interest that might exist when entering into a swap transaction with a swap dealer such as Crédit Agricole CIB.
The General Disclosure Statement for Transactions is supplemented by certain Annexes providing disclosure in respect of specific types of transactions and in respect of different types of underlying referenced assets.
These supplemental Annexes relate to Commodity Derivative transactions; Credit Derivative transactions; Equity Derivative transactions ; Foreign Exchange transactions ; Interest Rate Derivative transactions and Asset Backed Security Derivative Transactions. The General Disclosure Statement for Transactions (updated) along with the supplemental Annexes (updated) are included herein and may also be found at http://www2.isda.org/functional-areas/legal-and-documentation/disclosures.
Other ISDA Publications
U.S. persons with whom Crédit Agricole CIB executes or intends to execute swaps transactions and who are entitled to disclosures of material information under CFTC Rule 23.431(a) may access such additional Disclosures by clicking on the following link: https://ca-cib.com/additional-disclosures-us-persons
Any access by a person to such additional Disclosures shall be deemed a representation by it to Crédit Agricole CIB that is a U.S. person as well as an acknowledgement of the following "Importance Notice Concerning Copyright Protection" (for ISDA Publications) and an agreement to comply with its terms.
Other disclosures and notices
EMTA Published Template Forms:
Crédit Agricole CIB utilizes the EMTA current recommended template terms for Non-Deliverable FX Forward Transactions, Non-Deliverable Currency Option Transactions, and Non-Deliverable Cross-Currency Transactions. These templates may be found at http://www.emta.org/ndftt.aspx and may be requested from your sales representative
Pre-trade Mid-Market Mark/ Waiver/ Oral Disclosure.
Applicable CFTC Regulations require Crédit Agricole CIB to disclose, along with the price of the swap, a mid-market mark to its U.S. swap counterparties prior to entering into a swap transaction.
In December, 2012, the CFTC issued conditional relief from such requirement for certain foreign exchange transactions (CFTC No-Action Letter 12-42 (1) and certain credit derivative and interest rate transactions (CFTC No-Action Letter 12-58 (2) provided the swap counterparty agrees in writing that such pre-trade mid-market marks are not required by it. If you do not wish to receive such pre-trade mid-market marks with respect to the relevant transactions covered by CFTC No-Action Letters 12-42 and 12-58, please provide us with your written consent.
Participants in the ISDA August 2012 DF Protocol may provide notice of such consent through ISDA Amend by completing Addendum II to the ISDA August 2012 DF Protocol Questionnaire which is available at: http://www2.isda.org/functional-areas/protocol-management/open-protocols/ on the ISDA website.
Alternatively, you may send CA-CIB a direct communication of your consent to email@example.com substantially in the following form:
[INSERT FULL LEGAL NAME AND CICI/LEI IDENTIFIER] hereby consents to the non-disclosure by Credit Agricole Corporate and Investment Bank of pre-trade mid-market marks in respect of those transactions described in and subject to the conditions of (1) CFTC No-Action letter 12-42 (with respect to certain foreign exchange transactions) and (2) CFTC No-Action Letter 12-58 (with respect to certain interest rate and credit derivative transactions).
In order to timely execute a swap transaction, Crédit Agricole CIB requests your consent to provide any pre-trade mid-market mark and other pre-trade disclosures such as basic material economic terms, including price, notional amount and termination date to you orally pursuant to applicable CFTC regulations. Such consent may be included in the ISDA AUGUST 2012 DF PROTOCOL QUESTIONNAIRE or otherwise by sending us a notice in the following format to DFQfirstname.lastname@example.org:
[Your name/ LEI/ CICI] hereby notifies Credit Agricole Corporate and Investment Bank (“CA-CIB”) that it agrees to receive oral disclosure from CA-CIB (with written confirmation to follow post-trade) of any (i) pre-trade mid-market marks pursuant to CFTC Regulation 23.431(a)(3)(i) and (ii) basic material economic terms, including price, notional amount and termination date, pursuant to CFTC Regulation 23.431(a)(2).
Post-Trade Mid-Market Mark:
Pursuant to CFTC regulation, Crédit Agricole CIB must provide its U.S. swap counterparty with a daily mid-market mark in respect of uncleared swaps executed with us. Such daily mark may not necessarily (i) be a price at which either we or you would agree to replace or terminate such swap; (ii) unless otherwise expressly agreed, be the basis for margin calls and maintenance of collateral, if any; and (iii) be the value of the transaction that is marked on our books and records. The daily mark will be provided to you at such address we have on record or as you otherwise advise to us by communication to email@example.com.
You have the right to obtain the daily mark for cleared swaps originally executed with us from the relevant derivative clearing organization.
A sample of our daily mid-market mark report provided in respect of uncleared swaps is attached hereto.
NOTIFICATION OF RIGHT TO SEGREGATION OF CERTAIN COLLATERAL POSTED IN RESPECT OF UNCLEARED SWAPS
In respect of uncleared swaps entered into with us, you have the right to require segregation of the funds or other property that you provide to us to margin, guarantee, or secure your obligations to us other than with respect to variation margin payments. This notice will be deemed to be given to you each time we enter into an uncleared swap with you.
You have the sole right to select the derivatives clearing organization in respect of any swap you execute with us that is subject to the mandatory clearing requirements under Section 2(h) of the Commodity Exchange Act and with respect to any swap you execute with us that is not subject such mandatory clearing requirements, you may elect to clear such swap and you have the sole right to select the derivatives clearing organization at which the swap will be cleared.
Prior to the execution of a swap transaction with us that is not "available for trading" (as such term is defined in the CFTC Regulations) on a designated contract market or swap execution facility (as such terms are defined in the Commodity Exchange Act and related CFTC regulations), you can request and consult on the design of a scenario analysis to allow you to assess your potential exposure in connection with such swap and we shall provide to you such analysis upon your request.
Crédit Agricole CIB may, from time to time, update or supplement its Disclosures to reflect market and regulatory developments to which it is subject or to reflect changes in its own internal policies and procedures with respect to disclosure or notices to its counterparties. Please refer back to https://ca-cib.com/group-overview/financial-information/dodd-frank-disclosures-and-notices for such Disclosures.