The vocabulary of structuring.

An actively managed certificate is a structured product issued in the legal form of a debt security, whose value tracks a reference portfolio or basket that a designated manager adjusts on a discretionary basis following investment guidelines and principles.

Additional Rules for the Listing of Exchange Traded Products. The SIX Swiss Exchange rulebook that supplements the general Listing Rules for ETPs — defining what qualifies as an ETP for listing, the collateralisation requirement, and ongoing issuer obligations.

An Authorized Participant is a counterparty authorised to create and redeem Securities in the primary market, typically against in-kind delivery of the Underlying. This is the operational link between primary issuance and secondary-market trading. They also place orders or quotes on the product to improve its tradability. Market makers and liquidity providers act as Authorized Participants.

A contractual and structural property whereby the Collateral backing a product is shielded from claims against the Issuer's general estate. Achieved through pledge to an independent Security Agent and segregation at the Custodian level. Because Switzerland has no dedicated securitisation statute, the general insolvency regime of the Debt Enforcement and Bankruptcy Act applies.

The master document covering the Helveteq issuance programme, approved by the Reviewing Body under the Swiss prospectus regime. Individual products are issued through Final Terms supplements that reference the Base Prospectus. Reviewed annually.

A debt instrument transferable through book-entry without registration of the holder's name. Helveteq products are bearer debt securities under Swiss law, settled through SIX SIS.

Short-term financing pending a permanent capital event — refinancing, sale, or IPO. Common in real-estate development and pre-listing equity rounds. Helveteq wraps bridge exposure into a Swiss-ISIN security for the funding period.

The calculation agent provides price data for the Products on each day relevant for the fixing, observation or valuation of the relevant Underlying, Basket or the Index as specified in the Final Terms and calculates the NAV of the product. The role is commonly performed by the issuer.

Federal Act on Collective Investment Schemes (Kollektivanlagengesetz). Governs Swiss funds. Helveteq Tracker Certificates are securities under FinSA, not collective investment schemes.

A small group of co-investors aligned on a single transaction, common in real-estate equity and direct private investments. Helveteq wraps the club deal into a Swiss ISIN so participants subscribe through their own bank rather than via offshore SPV.

The Swiss regulatory framework for collateralised structured products. Investor protections — independent collateralisation, ring-fencing per product, independent Security Agent — are constructed under this framework. Detailed mechanics are documented in the Base Prospectus and Final Terms.

A custodian is a financial institution that holds securities and other assets in safekeeping on behalf of their owners and administers them through functions such as settlement, income collection and corporate-action processing, without becoming their owner.

A capital-raising approach in which investors commit per transaction rather than to a blind-pool fund. Investors retain selection control. Helveteq single-asset trackers (single-loan, single-artwork, pre-listing equity) are inherently deal-by-deal.

Swiss Debt Enforcement and Bankruptcy Act (Schuldbetreibungs- und Konkursgesetz). The federal statute governing insolvency and debt-enforcement proceedings in Switzerland. DEBA defines what constitutes an Insolvency Event and the procedural framework within which the Security Agent enforces the Pledge.

Delivery versus Payment. The settlement mechanism whereby the transfer of securities and the corresponding cash payment occur simultaneously, eliminating principal risk.

Exchange Traded Product. A fully collateralised bearer debt security listed on a regulated exchange, designed to replicate the performance of an Underlying or strategy, subject to the product terms.

The product-specific supplement completing the Base Prospectus. Defines the ISIN, Underlying, Issue Price, fees, Redemption Notice Period, Maturity Date (if any) and all other lifecycle parameters for one issuance. Each Helveteq product is governed by its own Final Terms together with the Base Prospectus.

The Financial Institutions Act (FinIA) sets the licensing and supervision requirements for financial institutions that manage third-party assets on a commercial basis. It consolidates the rules for portfolio managers, trustees, managers of collective assets, fund management companies and securities firms.

The Swiss Financial Market Supervisory Authority (FINMA) is the independent public-law body responsible for supervising Switzerland's financial markets, and it has been operational since 2009. It authorises, supervises and, where necessary, enforces the law against banks, insurers, securities firms, fund management companies, collective investment schemes and portfolio managers, and oversees their anti-money-laundering compliance. Its statutory mandate is to protect creditors, investors and policyholders and to safeguard the proper functioning of the financial markets.

The Financial Services Act (FinSA), the Swiss Federal Act on Financial Services, lays down the conduct and organisational rules for providing financial services and the duties attaching to the offering of financial instruments in Switzerland. It requires providers to segment clients into private, professional and institutional categories with corresponding levels of protection, and imposes information, suitability or appropriateness, documentation and best-execution duties.

The Federal Act on Intermediated Securities (FISA) provides the legal framework for securities held in custody accounts and transferred by book entry rather than by physical delivery. It defines intermediated securities as fungible claims and membership rights credited to a securities account with a custodian, and governs how they are acquired, transferred and pledged and how holders are protected if a custodian becomes insolvent.

Global assignment of receivables. The legal mechanism by which an originator transfers a pool of receivables to the Issuer for securitisation. The originator typically retains servicing.

The Grundbuch is the Swiss land register, a public register that records immovable property together with the ownership and the limited real rights and encumbrances attaching to it, such as easements and land charges. It is governed by the Civil Code and the Land Register Ordinance, and entry in it has constitutive effect for dealings in real estate, so that ownership passes to an acquirer only upon registration following the notarised contract.

A hurdle rate, also called the preferred return, is the minimum return a private fund must deliver to its investors before the manager becomes entitled to a share of the profits as carried interest. The mechanism protects investors by ensuring they receive a baseline return before the manager participates in the upside.

An issuance advisory framework agreement is a master agreement between an issuer and a client that sets the terms of a structuring engagement and the framework under which one or more securities issuances are carried out. It fixes the general terms, the scope of the advisory and structuring services and the fee arrangement.

An insolvency event is a contractually defined event indicating that a party, typically the issuer, has become subject to insolvency proceedings. Under these products it covers a declaration of bankruptcy by a competent court under the Debt Enforcement and Bankruptcy Act (DEBA), the grant of a debt or restructuring moratorium under that Act, the commencement of composition proceedings under it, or a dissolution or winding up other than for a solvent merger or restructuring. On its occurrence it operates as a trigger for the consequences set out in the product's terms, such as enforcement of security or early redemption, and the enforceability of such a clause depends on the applicable insolvency rules.

Intermediated securities are fungible claims or membership rights against an issuer that are credited to a securities account with a custodian and transferred by book entry rather than by physical delivery of certificates. They typically arise, under the Federal Act on Intermediated Securities (FISA), when products are registered in the main register of the central securities depository and entered into the accounts of one or more participants in the clearing system. The account holder is protected if the custodian becomes insolvent, and disposal and pledging take place through entries in the custody chain rather than by handing over a document.

An investment manager is the party engaged to manage a portfolio of assets on behalf of an investor or a product, taking the investment decisions within the objectives and restrictions of its mandate. For a given product it is the party identified in the relevant final terms as responsible for the asset management strategy defined for that product, and where the mandate is discretionary it buys, sells and rebalances holdings on its own judgement, subject to the agreed strategy and risk parameters. In an actively managed certificate it is the party that adjusts the reference portfolio on this discretionary basis.

An investor put option is the holder's right to require the issuer to redeem a number of securities of a product. It allows redemption at defined dates, giving the investor flexibility to exit.

An issuer call option is the issuer's right to terminate and redeem all but not some of the securities of a product, and to set the termination date for that purpose, under the product's terms and conditions. It is the counterpart of an investor put option, the difference being that the choice to terminate lies with the issuer rather than with the holder.

A key information document is a short, standardised disclosure document that the Financial Services Act (FinSA) requires to be made available when a financial instrument is offered to retail clients in Switzerland, setting out the product's essential features, risks, costs and risk-return profile in a comprehensible form. Its purpose is to let retail investors understand a product and compare it with others before investing. Under the Financial Services Ordinance a key information document prepared under the EU PRIIPs regime is generally recognised as equivalent.

Know-your-intermediary is the due-diligence process the issuer carries out on a prospective counterparty, such as an originator, asset manager or distributing bank, before a structuring engagement begins. Drawing on the same logic as customer due diligence, it covers the counterparty's identity, standing, regulatory status and integrity, and typically runs alongside the assessment of the proposed transaction and its underlying assets. It forms part of an issuer's onboarding and risk-management framework and determines whether the parties proceed to contractual engagement.

A Limited Qualified Investor Fund is a Swiss collective investment scheme, available since 1 March 2024 following a partial revision of the Collective Investment Schemes Act (CISA), that does not require FINMA authorisation or approval and is not subject to FINMA supervision. It may be offered only to qualified investors and must be administered by institutions that are themselves supervised by FINMA, substituting oversight at the manager level for product-level supervision.

Lex Koller is the informal name for the Federal Act on the Acquisition of Real Estate by Persons Abroad, in force since 1985, which restricts the acquisition of Swiss immovable property by persons regarded as abroad. It treats as persons abroad, among others, non-residents without a settlement permit and companies with their seat abroad or under foreign control, and makes a caught acquisition subject to prior cantonal authorisation. An acquisition made without the required authorisation is void and cannot be entered in the land register, so the regime bears directly on the structuring of real-estate-related investments involving foreign participants.

A market maker is a firm that continuously quotes both buy and sell prices for a financial instrument, supplying liquidity and earning the bid-ask spread. For a given product it is the market maker identified in the relevant final terms. On exchanges such as SIX Swiss Exchange, market makers for segments such as exchange traded products and structured products undertake by contract to post bid and ask prices meeting defined minimum size and presence requirements for much of the trading day, which lets investors buy or sell on demand and supports orderly price formation.

Mezzanine is a layer of financing that sits between senior debt and equity in a company's capital structure, ranking behind senior obligations but ahead of common equity. It usually takes the form of unsecured, subordinated debt or preferred equity carrying a higher return than senior debt to reflect its junior position. It is commonly used to fund growth, acquisitions or buyouts where senior debt alone is insufficient and pure equity would be more dilutive.

The Net asset value per unit is determined by the calculation agent as the aggregate value of the collateral, less all applicable fees, costs and expenses, divided by the number of outstanding securities. It is the figure used to execute subscription and redemption orders.

A non-exchange-traded product carries the same legal and protective framework as an exchange traded product, such as issuance under an approved base prospectus, full collateralisation and contractual bankruptcy-remoteness, but is issued without being listed on an exchange. Like a listed product it is a collateralised bearer debt security tracking an underlying.

Off-balance-sheet securitisation is a transaction in which a bank transfers the credit risk, and often the legal ownership, of a pool of loans or receivables to a separate vehicle that funds itself by issuing securities to investors. Because the vehicle is not consolidated with the bank, the exposures move off the bank's balance sheet, which can reduce its risk-weighted assets and free regulatory capital while raising funding. It lets the originator obtain capital relief and liquidity and pass specific portfolio risk to investors, who take exposure to the asset pool rather than to the bank as a whole.

An open-end fund is a collective investment scheme that continuously issues new units to investors and redeems existing ones, so that the number of units in issue expands and contracts with demand. Units are bought from and sold back to the fund at a price based on net asset value, normally struck once each business day, rather than traded between investors on an exchange. It is distinguished from a closed-end fund, which has a fixed number of shares that trade in the market at a price that may stand at a premium or discount to net asset value.

A paying agent is an institution appointed by an issuer to handle payments due on a security, receiving coupon, dividend or redemption amounts and distributing them to holders, and processing incoming subscription monies, in accordance with the terms of issue and the paying agency agreement. For a given product it is the paying agent identified in the relevant final terms.

A pledge is a security interest under which the pledgor grants the secured party a limited right in rem over an asset while remaining its owner, entitling the secured party to realise the asset and apply the proceeds to the secured obligation on default. In a collateralised product it is the pledge created over the collateral in favour of the investors under the pledge agreement and the related collateral account agreement. Under Swiss law a pledge over movables and securities follows the possession principle, so that it is validly created only if the pledgor gives up exclusive possession of the asset to the pledgee or a third party, with securities and account balances the forms most commonly pledged.

The contractually agreed ranking of claims on a transaction's cash: the order of seniority in which costs and each class of investor are entitled to be paid. It establishes the subordination between tranches (fees and costs → senior → mezzanine → subordinated → residual/equity) and typically sets a different ranking before and after enforcement.

A receivables purchase and assignment is the transaction by which the holder of receivables sells them to a purchaser and assigns the underlying claims, transferring the right to collect from the debtors. Under Swiss law the assignment of claims is governed by the Code of Obligations and must be made in writing to be valid, but it does not require the debtor's consent and takes effect without notice to the debtor, although until notice is given the debtor may still discharge its obligation by paying the original creditor in good faith. It is the core transfer step in securitisation and factoring, used to move a pool of receivables to a special purpose vehicle on a true-sale basis.

A reviewing body is the authority that examines and approves a prospectus under the Financial Services Act (FinSA) before securities are publicly offered or admitted to trading in Switzerland. Within the meaning of article 52 FinSA it checks that the prospectus is complete, coherent and comprehensible, and the bodies authorised by FINMA to act in this capacity include SIX Exchange Regulation and BX Swiss. Approval of a base prospectus by the reviewing body is a precondition to a public offering or listing, subject to the timing alleviations that FinSA allows for instruments such as structured products.

Risk-weighted assets are a bank's on- and off-balance-sheet exposures weighted according to their riskiness, used as the denominator in the regulatory capital ratios that determine how much capital a bank must hold. Each exposure is multiplied by a risk weight reflecting its credit, market or operational risk, so that cash attracts a low or zero weight while riskier lending attracts higher weights, with the weights set under the Basel framework using standardised rules or approved internal models. Because required capital is calculated as a percentage of this figure, reducing risk-weighted assets, including through securitisation that transfers credit risk to investors, lowers a bank's capital requirement.

A Schuldbrief is a Swiss mortgage certificate, a security that embodies a personal debt claim against the debtor secured by a real-estate lien, governed by the Civil Code. It can take the form of a paper mortgage certificate, issued to bearer or to a named person as a document of title, or a register mortgage certificate, which records the lien in the land register in dematerialised form without a paper document, and since 2012 newly created certificates are register certificates. Because it couples a personal obligation with a mortgage on the property and is itself transferable, it is the principal instrument used to secure real-estate financing in Switzerland.

Securitisation is the technique of pooling income-generating assets or claims, such as loans or receivables, and converting their cash flows into tradable securities issued to investors. The assets are typically transferred to a separate, bankruptcy-remote special purpose vehicle, which funds their purchase by issuing notes whose servicing depends on collections from the pool rather than on the originator's general credit. It turns illiquid or future income streams into present financing and, depending on the structure, can move the assets and their risk off the originator's balance sheet, and in Switzerland it is carried out under general civil and insolvency law in the absence of a dedicated statute.

A security agent is an independent party that holds and administers the security, such as a pledge over collateral, on behalf of the investors or other secured parties in a financing. For a given product it is the security agent identified in the relevant final terms. On the occurrence of a default or insolvency event it enforces the security and applies the proceeds in accordance with the agreed priority of payments.

Senior debt is debt that ranks ahead of other debt and of equity for the payment of interest and principal, giving its holders the first claim on the borrower's assets and cash flows in a default or liquidation. It usually sits at the top of the capital structure and is frequently secured by collateral over which the lender holds a first-ranking interest, so it carries lower risk and a correspondingly lower return than subordinated or mezzanine debt. Its priority means senior creditors are repaid before junior creditors and before shareholders receive anything.

SIX SIS is the central securities depository of the Swiss financial market, providing the settlement and custody infrastructure for domestic and international securities. As the national central securities depository it maintains securities in collective or segregated safekeeping and settles transactions, typically on a delivery-versus-payment basis and in real time, and it sits at the top of the Swiss custody chain through which custodian banks hold intermediated securities for investors. It also acts as an international central securities depository for cross-border settlement.

SSPA 1300 is the product-type code assigned to tracker certificates in the classification of the Swiss Structured Products Association, as set out in the Swiss Derivative Map. Within that scheme tracker certificates fall under participation products, the category for instruments giving largely one-to-one exposure to the performance of an underlying or basket. The code is an industry-standard label used to identify a structured product as a tracker certificate for classification and disclosure purposes.

Subordinated describes debt or another claim that ranks behind senior obligations for payment, so that it is met only after the more senior claims have been satisfied in full. In a default or liquidation the subordinated creditor is paid after senior creditors but ahead of equity, and to compensate for this lower priority and greater risk of loss it generally carries a higher return. Subordination can arise contractually, structurally or by operation of law, and in structured finance it is created through the ranking set by the priority of payments.

A Swiss ISIN is an International Securities Identification Number identifying a security issued in Switzerland, beginning with the country prefix CH followed by nine digits and a check digit. The nine-digit core is the security's Valor number, the Swiss national identifier, so the ISIN incorporates the Valor within the international format. Swiss ISINs and Valor numbers are allocated by SIX as the national numbering agency for Switzerland, and are used to identify the instrument for trading, settlement and custody.

A tracker certificate is a structured product whose value follows the performance of an underlying, which may be a single asset, a basket, an index, a strategy or a defined pool of claims, generally on a one-to-one basis. It is classified as a participation product under type 1300 of the Swiss Structured Products Association's Swiss Derivative Map. As a structured product it is a claim against its issuer rather than a fund, so the holder takes issuer exposure in addition to the performance of the underlying.

Tranching is the division of a securitisation or structured issuance into separate classes, or tranches, that rank differently for the receipt of cash flows and the absorption of losses. Senior tranches have first claim on collections and are the last to bear losses, while mezzanine and junior or equity tranches rank below them and absorb losses first, in return for a higher yield. By concentrating the risk of the asset pool in the lower tranches, tranching provides credit enhancement to the senior tranches and lets a single pool of assets be sold to investors with different risk appetites.

A true sale is a transfer of assets structured as an outright sale rather than as a secured loan, so that ownership passes to the buyer and the assets leave the seller's estate and are beyond the reach of the seller's creditors on its insolvency. It is the foundation of bankruptcy-remote securitisation, since only an effective sale isolates the asset pool from the originator.

The mechanism that distributes available cash period by period down the priority of payments, each level paid only once the level above is fully satisfied. In securitisation the payment waterfall is how the priority of payments is executed, with losses borne in reverse order (equity/residual first).