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 1. Protocols
 2. ISDA Resolution Stay Jurisdictional Modular Protocol


ISDA RESOLUTION STAY JURISDICTIONAL MODULAR PROTOCOL

Open from May 3, 2016


 * Overview
 * FAQ

The International Swaps and Derivatives Association, Inc. (ISDA) has published
the ISDA Resolution Stay Jurisdictional Modular Protocol (ISDA JMP). The ISDA
JMP will enable parties to amend the terms of Protocol Covered Agreements to aid
compliance with certain regulatory requirements in various jurisdictions
which, in general, require entities subject to those regulatory requirements to
obtain from their counterparties a contractual recognition of the application of
stays on or overrides of certain termination rights under the home-country
special resolution regime (SRR) of such regulated entity (Stay Regulations). The
ISDA JMP was developed specifically to provide a means for the broader market to
comply with the requirements of Stay Regulations. The ISDA JMP is composed of
boilerplate provisions and jurisdictional modules with respect to particular
Stay Regulations in particular jurisdictions (Jurisdictional Modules). Parties
may choose to adhere to one or more Jurisdictional Modules to the ISDA JMP.

ISDA previously published the ISDA 2015 Universal Resolution Stay Protocol (ISDA
2015 Universal Protocol) on 12th November 2015, see link. While any entity may
adhere to the ISDA 2015 Universal Protocol, it is expected that the buyside
generally will not adhere to the ISDA 2015 Universal Protocol, but instead to
the ISDA JMP.  The ISDA JMP is aimed at achieving the same policy goals as the
ISDA 2015 Universal Protocol with respect to the orderly resolution of
systemically important financial institutions. While the ISDA 2015 Universal
Protocol was developed in advance of Stay Regulations, the operative provisions
of the ISDA JMP are being developed to facilitate compliance with Stay
Regulations in different jurisdictions.  Therefore, the ISDA JMP is a standalone
protocol.  Nevertheless, the operative provisions of the ISDA JMP are aimed at
achieving an outcome substantially similar to the outcome under Section 1 of the
ISDA 2015 Universal Protocol, which results in counterparties to financial
institutions consenting to be subject to stays on or overrides of certain
termination rights under SRRs, notwithstanding the governing law of their
agreements.

Please refer to the “Frequently Asked Questions” below for more information on
the background and substance of the ISDA JMP. Further “Frequently Asked
Questions” will be provided in due course.

The ISDA JMP is open to ISDA members and non-members. Parties will pay a
one-time fee of $500 to ISDA for each adherence to a Jurisdictional Module.
There is no cut-off date to the ISDA JMP or any Jurisdictional Module. ISDA
does, however, reserve the right to designate a cut-off date by giving 30 days’
notice on this site.

 * * ISDA Resolution Stay Jurisdictional Modular Protocol - Text 
   * ISDA Resolution Stay Jurisdictional Modular Protocol - General FAQs
   * ISDA JMP Sample Module Adherence Notice
   * ISDA JMP Sample Underlying Funds Notice
   * ISDA Webinar on the ISDA JMP and accompanying slides
   * ISDA Amend Webcast
   * Legal Opinion - UK
   * Legal Opinion - US
   * ISDA Resolution Stay Matrix

ISDA has prepared this list of frequently asked questions to assist in your
consideration of the ISDA RESOLUTION STAY JURISDICTIONAL MODULAR PROTOCOL (the
ISDA Jurisdictional Modular Protocol). Please note that these FAQs were updated
in February 2022.

THESE FREQUENTLY ASKED QUESTIONS DO NOT PURPORT TO BE AND SHOULD NOT BE
CONSIDERED A GUIDE TO OR AN EXPLANATION OF ALL RELEVANT ISSUES OR CONSIDERATIONS
IN CONNECTION WITH THE ISDA JURISDICTIONAL MODULAR PROTOCOL. PARTIES SHOULD
CONSULT WITH THEIR LEGAL ADVISERS AND ANY OTHER ADVISER THEY DEEM APPROPRIATE
PRIOR TO USING OR ADHERING TO THE ISDA JURISDICTIONAL MODULAR PROTOCOL. ISDA
ASSUMES NO RESPONSIBILITY FOR ANY USE TO WHICH ANY OF ITS DOCUMENTATION MAY BE
PUT.

These FAQs address questions under the following general headings:

1. Who can adhere to the ISDAJurisdictional Modular Protocol?

2. What does the ISDA Jurisdictional Modular Protocol do?

3. Special Considerations for Investment/Asset Managers.

4. What agreements does the ISDA Jurisdictional Modular Protocol cover?

5. How does the ISDA Jurisdictional Modular Protocol relate to the ISDA 2015
Universal Protocol?

6. How does the ISDA Jurisdictional Modular Protocol relate to Stay Regulations?

7. How to sign up to the ISDA Jurisdictional Modular Protocol.

The ISDA Jurisdictional Modular Protocol was developed by the same Working Group
that helped develop, in consultation with regulators, the operative provisions
of the ISDA 2014 Resolution Stay Protocol (ISDA 2014 Protocol) and the ISDA 2015
Universal Resolution Stay Protocol (ISDA 2015 Universal Protocol) and is aimed
at achieving the same policy goals with respect to the orderly resolution of
systemically important financial institutions. More specifically, the ISDA
Jurisdictional Modular Protocol is aimed at enabling financial institutions to
trade under terms that comply with the laws, regulations or other binding
guidance (Stay Regulations) requiring them to amend certain agreements to ensure
stays on or overrides of certain termination rights under statutory regimes that
were for the most part developed in response to the financial crisis of 2008,
called “special resolution regimes” (SRRs), will be effective with respect to
all of their counterparties on a global basis, notwithstanding the governing law
of the agreements.

The ISDA Jurisdictional Modular Protocol is a standalone protocol with its own
operative provisions, separate from those of the ISDA 2014 Protocol and the ISDA
2015 Universal Protocol. This is because the ISDA 2014 Protocol and the ISDA
2015 Universal Protocol were developed in advance of Stay Regulations that the
ISDA Jurisdictional Modular Protocol is enabling compliance with. In addition,
the specific provisions of the ISDA 2015 Universal Protocol (and the ISDA 2014
Protocol on which it was based) differ from the requirements of Stay Regulations
enacted thus far in ways that would make it unlikely to be used by buyside
market participants. On the other hand, it is expected that both sellside and
buyside institutions will adhere to the ISDA Jurisdictional Modular Protocol in
order to comply with Stay Regulations, including those that adhere to the ISDA
2015 Universal Protocol. It is expected that market participants will utilize
the ISDA Jurisdictional Modular Protocol, rather than the ISDA 2014 Protocol or
the ISDA 2015 Universal Protocol, to comply with Stay Regulations.

The operative provisions of the ISDA Jurisdictional Modular Protocol are,
however, aimed at achieving an outcome substantially similar to the outcome
under Section 1 of the ISDA 2015 Universal Protocol, which results in
counterparties to financial institutions consenting to be subject to and “opting
in” to stays on or overrides of certain termination rights under SRRs,
notwithstanding the governing law of their agreements.

The ISDA Jurisdictional Modular Protocol was developed specifically to provide a
means for the broader market to comply with the express requirements of Stay
Regulations without “over complying,” other than as described in these FAQs.
This approach ensures that buyside and sellside market participants can comply
with applicable Stay Regulations in a transparent and uniform manner through the
ISDA Jurisdictional Modular Protocol. This approach of amending agreements only
to the extent required by Stay Regulations is also likely the approach that
parties would take were they to choose not to adhere to any of the protocols and
instead amend their agreements bilaterally.

The ISDA Jurisdictional Modular Protocol is composed of boilerplate provisions
and jurisdictional modules with respect to particular Stay Regulations in
specific jurisdictions (the Jurisdictional Modules). As is true for all ISDA
protocols, the boilerplate does not contain the operative provisions that amend
agreements between the parties; rather those provisions are contained in the
Jurisdictional Modules.

Below are questions and answers that are designed to explain the basic operation
and application of the ISDA Jurisdictional Modular Protocol.

1. WHO CAN ADHERE TO THE ISDA JURISDICTIONAL MODULAR PROTOCOL?

What kinds of entities can adhere to the ISDA Jurisdictional Modular Protocol?

The ISDA Jurisdictional Modular Protocol is open to any entity to voluntarily
adhere. Entities may adhere on behalf of themselves or as agents on behalf of
one or more clients. See Question 3 for more information on adherence options
for agents.

Can entities that are not ISDA members sign up to the ISDA Jurisdictional
Modular Protocol?

Yes. ISDA members and non-ISDA members alike may adhere to the ISDA
Jurisdictional Modular Protocol in the same way.

Can entities established outside of the United States adhere to the ISDA
Jurisdictional Modular Protocol?

Yes.  Entities established in the United States and outside the United States
may adhere to the ISDA Jurisdictional Modular Protocol in the same way.

Can natural persons adhere to the ISDA Jurisdictional Modular Protocol?

Yes.  Natural persons may adhere to a Jurisdictional Module to the ISDA
Jurisdictional Modular Protocol by submitting an Adherence Letter in the same
way as an entity.

While the Adherence Letter is geared toward entity adherence, it can be used by
individuals.  When doing so:

 * You should choose to adhere to the Jurisdictional Module as a “Single Entity
   Adherence” and indicate that you are a “Module Adhering Party” and NOT a
   “Regulated Entity.”
 * For the “Company Name” field, you should put your full legal name.
 * For the LEI field, you should choose “Adherent does not have an LEI,” then
   choose “Other” and consult with your Regulated Entity counterparty as to what
   identifier would be most helpful for you to put in that field. Examples could
   include a unique identifier used by your Regulated Entity counterparty or
   government-issued unique identifiers.
   * Do NOT provide confidential or sensitive identifiers, such as U.S. Social
     Security numbers, as the contents of this field will be published on ISDA’s
     website as part of your Adherence Letter.
 * Under “Title” in the “Authorized Signatory” field, you may enter
   “Individual.”

Can entities or natural persons that have not entered into an ISDA Master
Agreement but have entered into other agreements covered by Stay Regulations
adhere to the ISDA Jurisdictional Modular Protocol to amend such other
agreements?

Yes. Entities and natural persons do not need to have entered into an ISDA
Master Agreement to utilize the ISDA Jurisdictional Modular Protocol.

2. WHAT DOES THE ISDA JURISDICTIONAL MODULAR PROTOCOL DO?

How does the ISDA Jurisdictional Modular Protocol work?

The ISDA Jurisdictional Modular Protocol is intended to be a mechanism for
market participants to comply with Stay Regulations in different jurisdictions
that require financial institutions to obtain the consent of their
counterparties to be subject to stays on or overrides of certain termination
rights under SRRs.

The ISDA Jurisdictional Modular Protocol has two main sections: (1) boilerplate
provisions that outline the ways that parties can adhere to individual
Jurisdictional Modules under the ISDA Jurisdictional Modular Protocol and (2)
Jurisdictional Modules for those jurisdictions that have finalized Stay
Regulations.

What is a Jurisdictional Module?

The provisions of a Jurisdictional Module will be based directly on the
requirements of Stay Regulations in a jurisdiction, and such provisions in a
Jurisdictional Module amend Covered Agreements (as defined in Question 4)
entered into by Adhering Parties. The Jurisdictional Modules do not amend
specific provisions of an agreement, but rather amend Covered Agreements by
adding terms to the Covered Agreements that govern when certain rights under the
Covered Agreement may be exercised.

The text of a Jurisdictional Module will be aimed at amending Covered Agreements
for Adhering Parties to be in compliance with applicable Stay Regulations, and
so the operative provisions in a Jurisdictional Module will be determined by
regulatory requirements. In particular, among other things, each of the
following will be determined by the applicable Stay Regulations:

 * The resolution regime or regimes to be opted in to;
 * The specific rights covered by the opt in;
 * The types of agreements covered by the Jurisdictional Module; and
 * The entities subject to Stay Regulations and whose counterparties must opt in
   to their SRR.

As a result, each Jurisdictional Module will amend a Covered Agreement
differently depending on what is required under an applicable Stay Regulation.
In preparing Jurisdictional Modules, ISDA will aim to follow the text of
finalized Stay Regulations to the greatest extent possible and will not engage
in analysis or interpretations of regulatory requirements.

Adhering Party Capacity.

An entity may adhere to a particular Jurisdictional Module in two capacities:
(i) as a “Regulated Entity” and/or (ii) as a “Module Adhering Party.” A
Regulated Entity is an entity subject to Stay Regulations covered by the
particular Jurisdictional Module. A Module Adhering Party is adhering to the
Jurisdictional Module for the purpose of amending its Covered Agreements with a
Regulated Entity to satisfy the Regulated Entity’s regulatory obligations. It is
possible to adhere as both a “Regulated Entity” as well as a “Module Adhering
Party,” as indicated below. Both Regulated Entities and Module Adhering Parties
are Adhering Parties with respect to that Jurisdictional Module, but adhere in
different capacities.

A Module Adhering Party adheres to a Jurisdictional Module by identifying itself
as such in its Adherence Letter with respect to such Jurisdictional Module. A
Regulated Entity adheres to a Jurisdictional Module by identifying itself as
such in its Adherence Letter with respect to such Jurisdictional Module. An
entity can identify itself as both a Module Adhering Party and a Regulated
Entity with respect to a Jurisdictional Module in its Adherence Letter.

Can I adhere as both a Regulated Entity and a Module Adhering Party?

Yes, a Regulated Entity may also adhere to a Jurisdictional Module as a Module
Adhering Party in order to satisfy the regulatory obligations applicable to its
counterparties that are also Regulated Entities.

Can I choose between Jurisdictional Modules?

Yes, you do not have to adhere to all Jurisdictional Modules. You may choose
which Jurisdictional Module(s) you wish to adhere to as a Regulated Entity, as a
Module Adhering Party or as both.

Who is a Regulated Entity?

Because Stay Regulations in each jurisdiction define the scope of entities to
which they apply differently, the term “Regulated Entity” is defined in each
Jurisdictional Module. Each Jurisdictional Module is drafted such that the
amendments in the Jurisdictional Module are only effective between a Module
Adhering Party and a Regulated Entity Counterparty, so long as the Regulated
Entity Counterparty actually satisfies the definition of “Regulated Entity” in
such Jurisdictional Module. For example, in the UK, the Prudential Regulation
Authority’s final rule on “Contractual stays in financial contracts governed by
third-country law” (PRA Rule), which forms the basis of the UK (PRA Rule)
Jurisdictional Module, only requires entities that are “BRRD Undertakings” or
certain of their subsidiaries to amend their agreements. If, for example, two
Adhering Parties, neither of which is a BRRD Undertaking or a subsidiary of a
BRRD Undertaking, adhere to the UK (PRA Rule) Jurisdictional Module, the
amendments in the UK (PRA Rule) Jurisdictional Module will never apply to
agreements between such Adhering Parties, even if one such Adhering Party
incorrectly identifies itself as a Regulated Entity subject to the PRA Rule.

Does a Regulated Entity have to amend its agreements with all Module Adhering
Parties?

Yes, a Regulated Entity agrees that by submitting an Adherence Letter it is
agreeing that the relevant Jurisdictional Module shall apply to any Covered
Agreement (as defined in the relevant Jurisdictional Module) between such
Regulated Entity and each Module Adhering Party that identifies such Regulated
Entity as a Regulated Entity Counterparty.

As a result, a Regulated Entity agrees to amend its Covered Agreements with any
Module Adhering Party that adheres to the relevant Jurisdictional Module and
identifies such Regulated Entity as a Regulated Entity Counterparty with respect
to it.

Does a Module Adhering Party have to amend its agreements with all Regulated
Entities?

The answer may vary by Jurisdictional Module depending on what is required under
the relevant Stay Regulations. For information about adherence options for
specific Jurisdictional Modules, see the FAQs for each specific Jurisdictional
Module.

What agreements are covered by the ISDA Jurisdictional Modular Protocol?

Each Jurisdictional Module will be drafted so that the amendments required by
Stay Regulations are made to the type of agreements covered by those Stay
Regulations between a Module Adhering Party and each Regulated Entity
Counterparty with respect to it or provided by one such party to the other. Each
such agreement is defined as a “Covered Agreement.” The scope of agreements
covered by the ISDA Jurisdictional Modular Protocol is discussed further in
Question 4.

What does it mean for a Covered Agreement to be “provided by” or “received by”
an Adhering Party?

This language was intended to describe agreements that are signed by only one
Adhering Party for the benefit of another Adhering Party, rather than “entered
into” between two Adhering Parties, with each signing the agreement.  Examples
of agreements that may be “provided by” or “received by” an Adhering Party are
guarantees, letters of credit or other one-way agreements signed by only one
Adhering Party (or its Agent) or under which an Adhering Party (or its Agent) is
the beneficiary.

When will a Jurisdictional Module be published?

A Jurisdictional Module in respect of a jurisdiction can only be published if
that jurisdiction (i) fully implements a final SRR that provides for stays or
overrides of termination rights under certain financial agreements and (ii)
fully implements final Stay Regulations that require financial institutions to
obtain the consent of their counterparties to be subject to stays on or
overrides of certain termination rights under the SRR and provides sufficient
detail on the scope and substantive requirements to draft a Jurisdictional
Module.

3. SPECIAL CONSIDERATIONS FOR INVESTMENT/ASSET MANAGERS.

How do I adhere on behalf of my clients?

If you are an investment or asset manager and act on behalf of one or more
principals or funds (each referred to in these FAQs as a “client”), you may sign
the Adherence Letter to adhere as a Module Adhering Party on behalf of clients
using one of the options below. You may not use an Adherence Letter to adhere as
a Regulated Entity on behalf of clients or on behalf of Regulated Entity
clients.

In your Adherence Letter for a Jurisdictional Module, you can elect to adhere
(1) as a principal, (2) as an agent on behalf of all of the clients that you
represent or (3) as an agent on behalf of some, but not all, of the clients that
you represent. If you adhere under options (2) or (3) on behalf of clients, as
it is the case for a principal that adheres under option (1), you will be able
to elect any of the different adherence options to identify one or more
Regulated Entity Counterparties on behalf of your clients.

If the elections in the Adherence Letter vary between your clients, you should
adhere for each client individually or adhere for each group of clients with
identical elections identified in the Adherence Letter. Alternatively, if you
have the required authority, you may adhere with the same elections for all
clients and then bilaterally agree to any relevant variations with your
counterparties.

How do I adhere as a principal and on behalf of my clients?

If you are adhering as both an investment or asset manager acting on behalf of
one or more clients and as a principal for your proprietary trades, you should
submit two separate Adherence Letters. You should sign one Adherence Letter to
adhere as a Module Adhering Party on behalf of clients and sign a separate
Adherence Letter to adhere as a Module Adhering Party as a principal.

How do I adhere on behalf of all clients I represent?

If you have the authority to adhere to a particular Jurisdictional Module as
agent on behalf of all clients, you may choose the following adherence type in
your Adherence Letter: “Investment/Asset Manager/or other agent on behalf of all
funds or other principals that it represents.” A separate Adherence Letter for
each client does not need to be submitted to ISDA and no specific names of
clients must be publicly disclosed on the ISDA website in connection with such
Jurisdictional Module. You may, at your option, choose to provide a list of
clients to your Regulated Entity Counterparties bilaterally or through ISDA
Amend. However, all clients will be bound whether a list of clients is provided
or not.

How do I adhere on behalf of some, but not all, clients I represent?

If you have the authority to adhere to a particular Jurisdictional Module as
agent on behalf of one or more, but not all clients that you represent, you may
choose the following adherence type in your Adherence Letter: “Investment/Asset
Manager/or other agent on behalf of some but not all funds/or other principal it
represents.” You will be responsible for identifying the relevant Clients on
whose behalf you are adhering either (i) in your Adherence Letter, (ii) through
ISDA Amend or (iii) bilaterally. If you cannot or do not wish to name such
clients, then provided that you can identify the adhering clients by way of
specific identifiers which will be known and recognized by all Regulated Entity
Counterparties with, to and from which the relevant clients have entered into,
provided and received Covered Agreements, you may identify such clients using
specific identifiers and without including any names. If you choose to list the
names of such clients, or such specific numbers, in an appendix to an Adherence
Letter, the names or specific identifiers, as applicable, will be listed on the
ISDA website with the Adherence Letter. If you are able to do so, you may, if
you wish, identify clients by using both names and specific identifiers but this
is optional provided you supply, at least, either names or specific identifiers.
Choosing not to provide both does not affect the legal validity and binding
nature of a Jurisdictional Module.

What if I want to adhere on behalf of only one client?

If you adhere as an agent on behalf of a single client and the client is the
only principal that you represent, you can adhere pursuant to the option
described above for “How do I adhere on behalf of all clients I represent?”

If, however, you adhere as an agent on behalf of a single client, but that is
not the only client you represent, you can adhere pursuant to the option
described above in “How do I adhere on behalf of some, but not all, clients I
represent?” You may choose the following adherence type in your Adherence
Letter: “Investment/Asset Manager/or other agent on behalf of some but not all
funds/or other principal it represents,” and either identify your client in the
Adherence Letter, on ISDA Amend or in a bilateral notice to all relevant
Regulated Entity Counterparties.

What if I only have authority from some of my clients or I am unable to disclose
certain clients? What representations about authority does an investment/asset
manager or other agent make when adhering to a Jurisdictional Module?

As with other ISDA protocols, agreements are only amended if the agent has
authority to amend such agreements on behalf of its clients.

If you wish to adhere on behalf of clients, you must ensure that you have the
authority to do so from all clients on whose behalf you are adhering to a
Jurisdictional Module. When an agent adheres on behalf of a client to a
Jurisdictional Module, the agent is making the following representation in
paragraph 4(f) of the ISDA Jurisdictional Modular Protocol about its authority
to make the amendments contemplated by a Jurisdictional Module:

 * “Such Agent has obtained any consent, approval, agreement, authorization or
   other action of such Client with respect to each Agent Protocol Covered
   Agreement necessary to make the amendments contemplated in the Protocol and
   such Jurisdictional Module.”

 

If an agent does not have the requisite authority from a client to make the
amendments contemplated by a Jurisdictional Module to a particular agreement
that is a Covered Agreement, it is the responsibility of the agent to notify
each Regulated Entity Counterparty with respect to such client bilaterally to
make sure such agreement is not amended. When an agent adheres on behalf of a
client to a Jurisdictional Module, the agent makes the following representation
in paragraph 4(f) of the ISDA Jurisdictional Modular Protocol that it will only
exclude from a Jurisdictional Module agreements with respect to which the agent
does not have requisite authority to amend:

 * “If such Agent notifies a Regulated Entity Counterparty that, with respect to
   a Client, the amendments contemplated by a Jurisdictional Module with respect
   to which the Agent has adhered in accordance with paragraph 1 and clause (f)
   above will not apply for one or more Agent Protocol Covered Agreements, such
   notification is being made only because the Agent lacks the consent,
   approval, agreement, authorization or other action of such Client necessary
   to make such amendments.”

If (a) you do not have authority from any of your clients to amend Covered
Agreements as contemplated by a Jurisdictional Module or (b) you have authority
from some clients only but you are not able to disclose such clients whether by
name or a unique identifier, you cannot adhere to a Jurisdictional Module on
behalf of such clients.

What happens if I add a client to an umbrella master agreement after adhering to
a Jurisdictional Module?

If you add a client to an umbrella master agreement after the date you adhere to
Jurisdictional Module on behalf of your clients (whether that client was an
existing client as of the date the agent adhered to a Jurisdictional Module or a
client acquired after such date), that client will be added to that umbrella
master agreement as amended by the Jurisdictional Module, unless otherwise
agreed.

If an investment/asset manager or other agent has adhered to a Jurisdictional
Module on my behalf, which of my Covered Agreements are amended?

If an investment/asset manager or other agent adheres to a Jurisdictional Module
to the ISDA Jurisdictional Modular Protocol on your behalf through one of the
agent adherence methods described in 4(f) of the ISDA Jurisdictional Modular
Protocol, the Jurisdictional Module will amend all of your Agent Protocol
Covered Agreements with Regulated Entity Counterparties that this particular
agent entered into, provided or received on your behalf and that the agent has
the authority to amend on your behalf.  It will not apply to a Covered Agreement
that either you or a different investment/asset manager or other agent entered
into.

If an investment/asset manager or other agent adheres to a Jurisdictional Module
to the ISDA Jurisdictional Modular Protocol in its name as agent on your behalf
through one of the methods described in Section 4(f) of the ISDA Jurisdictional
Modular Protocol, then only those Covered Agreements that fall within the
definition of Agent Protocol Covered Agreement will be remediated. The
definition of Agent Protocol Covered Agreement is limited to a Covered Agreement
that is signed as an umbrella or similar agreement by the agent on your behalf.

An agreement that was signed by you directly is not an Agent Protocol Covered
Agreement and therefore cannot be remediated by an agent’s adherence to a
Jurisdictional Module to the ISDA Jurisdictional Modular Protocol utilizing the
agent adherence methods described in Section 4(f) of the ISDA Jurisdictional
Modular Protocol. This is true notwithstanding any express authority that you
may have granted to your agent to execute an adherence letter on your behalf.

However, as noted in the response below, it is possible for an agent to execute
a separate “Single Entity Adherence Letter ” in your name as principal, assuming
the agent has the appropriate agency authority to do so.

In addition, if an investment/asset manager or other agent has adhered to a
Jurisdictional Module on your behalf utilizing the agent adherence methods
described in Section 4(f) of the ISDA Jurisdictional Modular Protocol, this
adherence will not amend a Covered Agreement that a different investment/asset
manager or other agent entered into on your behalf.  This means that if you
trade through multiple investment/asset managers or other agents pursuant to
different Covered Agreements, either each investment/asset manager or other
agent must adhere to the applicable Jurisdictional Module on your behalf
utilizing the agent adherence methods described in Section 4(f) of the ISDA
Jurisdictional Modular Protocol or you must adhere to the Jurisdictional Module
as principal using the “Single Entity Adherence” option.

For example, if you enter into Covered Agreement X through asset manager A and
Covered Agreement Y through asset manager B, there are two ways to amend Covered
Agreements X and Y through adherence to a Jurisdictional Module.  First, you can
adhere to the Jurisdictional Module using the “Single Entity Adherence” option. 
Second, both asset manager A and asset manager B can adhere to the
Jurisdictional Module on your behalf utilizing the agent adherence methods
described in Section 4(f) of the ISDA Jurisdictional Modular Protocol.  Note
that both asset manager A and asset manager B must adhere in order for the
second option to work.  It is not enough for only one of the asset managers to
adhere to the Jurisdictional Module, and your ability to continue trading with
Regulated Entity counterparties in such jurisdiction may be limited until both
asset managers have adhered on your behalf.

In addition, if more than one investment/asset manager has entered into a given
Covered Agreement on your behalf, then either you must adhere to the
Jurisdictional Module using the “Single Entity Adherence” option, or both
investment/asset managers must adhere to the Jurisdictional Module on your
behalf in order to amend the agreement, unless one of the investment/asset
managers has the authority to amend the Covered Agreement on your behalf without
the signature of the other investment/asset manager.

Note that adherence by an investment/asset manager as agent through the methods
described in Section 4(f) of the ISDA Jurisdictional Modular Protocol will not
amend Covered Agreements entered into by the investment/asset manager in its own
name as principal. To amend such agreements the investment/asset manager must
adhere in its own name using the “Singe Entitle Adherence” option.

If I wish to adhere to a Jurisdictional Module as principal, can my agent
execute a single-entity adherence letter in my name on my behalf?

Yes. If you wish to adhere to a Jurisdictional Module directly as principal,
including to remediate Covered Agreements that have been signed by you directly,
it is possible for the Single Entity Adherence Letter to be executed in your
name by your agent, assuming the agent has the appropriate agency authority to
do so. In this case, the adherence letter would list your name as the adherent,
and the signature block would indicate the capacity of the agent submitting the
adherence letter on your behalf (e.g., XYZ Fund, by ABC as investment manager).

If a general partner signs a Covered Agreement as the authorized signatory of a
limited partnership, what entity must adhere to the Jurisdictional Module to
amend such Covered Agreements?

If a general partner signs a Covered Agreement as the authorized signatory of a
limited partnership, but the limited partnership is the party to the Covered
Agreement, the limited partnership must adhere to the Jurisdictional Module to
amend such Covered Agreement.  The general partner may sign the Adherence Letter
on behalf of the limited partnership, but the Adherence Letter should be a
“Single Entity Adherence” in the limited partnership’s name.

What happens if I enter into a new umbrella master agreement with a new client
after adhering to a Jurisdictional Module?

If you enter into a new umbrella master agreement with a new client after the
date you adhere to the Jurisdictional Module as agent on behalf of all of your
clients or on behalf of all of your clients except for clients identified as
excluded, that new client can be viewed as being covered by your adherence,
unless otherwise agreed (or unless you identified that client as excluded
pursuant to the process described above).

If you enter into a new umbrella master agreement with a new client after the
date you adhere to the Jurisdictional Module as agent on behalf of some, but not
all, of your clients, you must identify the new client to your Regulated Entity
Counterparties, for example, through the ISDA Amend platform by IHS Markit. 
Upon such identification, the client can be viewed as being covered by your
adherence.

If I adhere to a Jurisdictional Module as principal, will this remediate Covered
Agreements that were entered into by an agent on my behalf?

Yes. If you adhere to a Jurisdictional Module directly as principal, whether by
submitting your own Single Entity Adherence Letter or by having an agent submit
a Single Entity Adherence Letter on your behalf, this will remediate all Covered
Agreements with respect to such Jurisdictional Module between you and any
Regulated Entity that you choose as a Regulated Entity Counterparty, regardless
of whether any of those agreements were signed by an agent on your behalf.

4. WHAT AGREEMENTS DOES THE ISDA JURISDICTIONAL MODULAR PROTOCOL COVER?

Each Jurisdictional Module is drafted to comply with final Stay Regulations in a
particular jurisdiction and therefore, each Jurisdictional Module will amend all
agreements that are within the scope of such Stay Regulations. Because Stay
Regulations in different jurisdictions will define the scope of relevant
agreements differently, the term “Covered Agreement” is defined in each
Jurisdictional Module. For example, in the UK, the PRA Rule defines the scope of
relevant agreements as those that are “third-country law financial arrangements”
(as defined in the PRA Rule). As such, an Adhering Party that adheres to the UK
(PRA Rule) Jurisdictional Module agrees to amend any agreement it has entered
into with a Regulated Entity Counterparty that satisfies the definition of
“third-country law financial arrangement.” Alternatively, Stay Regulations in a
different jurisdiction may, for example, apply to agreements other than
“third-country law financial arrangement.” Therefore, in the Jurisdictional
Module for such jurisdiction, “Covered Agreements” would be defined to match the
scope of the applicable Stay Regulations.

As with other ISDA protocols, an agreement cannot be amended unless the relevant
party or parties to such agreement are Adhering Parties. This means, for
example, that if a guarantee or other credit support document is a “Covered
Agreement” under an Stay Regulation and thus under the related Jurisdictional
Module, the Module Adhering Party must adhere with respect to the credit support
provider (even if that is a different party than the direct counterparty), and
the credit support provider must adhere as a Regulated Entity.

Both bilateral agreements and multi-party agreements with one or more Regulated
Entities can be amended by a Jurisdictional Module, if all parties have adhered
to such Jurisdictional Module and the Module Adhering Party has chosen each
Regulated Entity party as a Regulated Entity Counterparty with respect to it.

Does the ISDA Jurisdictional Modular Protocol amend agreements entered into
after the Implementation Date?

Generally, no. Except as described below with respect to certain “deemed’ ISDA
Master Agreements, the ISDA Jurisdictional Modular Protocol and a Jurisdictional
Module only amend agreements entered into as of the time that parties adhere to
such Jurisdictional Module. Amendments that are made to Covered Agreements will
apply to existing liabilities under such agreements (“retrospectively”), even if
not required by Stay Regulations, in addition to new transactions under such
agreements (“prospectively”). However, the ISDA Jurisdictional Modular Protocol
does not apply to agreements entered into by parties after the Implementation
Date for such parties. The Implementation Date for a Module Adhering Party and a
Regulated Entity Counterparty is the later date that both submit Adherence
Letters (and ISDA accepts their Adherence Letters) to a Jurisdictional Module,
or, if a Module Adhering Party has chosen to identify Regulated Entity
Counterparties through the delivery of Module Adherence Notices, the day that
such Module Adherence Notice is delivered.

If the parties enter into a new agreement that would be a Covered Agreement
under a Jurisdictional Module after the Implementation Date for such parties,
they can amend that agreement by incorporating the Jurisdictional Module by
reference (as described below). Otherwise, that agreement will not be amended.

Parties may amend any agreements entered into after the Implementation Date with
respect to a Jurisdictional Module by using language that incorporates such
Jurisdictional Module and the ISDA Jurisdictional Modular Protocol by reference.
For example, parties could use the following language to reflect that an
agreement is subject to the ISDA Jurisdictional Modular Protocol and a specific
Jurisdictional Module:

The terms of the [?] Jurisdictional Module and the ISDA Resolution Stay
Jurisdictional Modular Protocol (together, the “[?] Jurisdictional Module”) are
incorporated into and form part of this Agreement, and this Agreement shall be
deemed a Covered Agreement for purposes thereof. In the event of any
inconsistencies between this Agreement and the [?] Jurisdictional Module, the
[?] Jurisdictional Module will prevail.

Parties should consider what amendments are required, if any, to tailor this
sample incorporation by reference language to the elections that each party
made, or would have made, in its Adherence Letter for the applicable
Jurisdictional Module (e.g., whether a party is a Regulated Entity or a Module
Adhering Party or both for purposes of such Jurisdictional Module).

However, the ISDA Jurisdictional Modular Protocol does include within the
definition of Covered Agreements “deemed” ISDA Master Agreements between a
Module Adhering Party and a Regulated Entity Counterparty that are entered into
pursuant to long-form confirmations executed after the relevant Implementation
Date (subject to satisfaction of certain conditions). Upon the parties’
subsequent execution of a new ISDA Master Agreement in respect of such long-form
confirmation, neither the ISDA Master Agreement nor any of the confirmations
thereunder will be amended by the ISDA Jurisdictional Modular Protocol. To apply
the terms of a Jurisdictional Module of the ISDA Jurisdictional Modular Protocol
to the newly executed ISDA Master Agreement, its terms could be incorporated by
reference as described above.

When are Covered Agreements amended?

For certain Jurisdictional Modules, parties may not be required to make
amendments to their Covered Agreements until a specific date in the future. This
can occur if, for example, the relevant Stay Regulations include a compliance
period before they become effective. Jurisdictional Modules will mirror the
timing requirements of applicable regulations by stating that the amendments in
a Jurisdictional Module will only be effective on the “Compliance Date” as
defined in the Jurisdictional Module.

If a party adheres to a Jurisdictional Module prior to the applicable compliance
date under the Stay Regulation, amendments will not be made to Covered
Agreements until compliance is required under the Stay Regulation even though
the party’s adherence to the Jurisdictional Module is effective on the
Implementation Date (as discussed above). Covered Agreements entered into
between the Implementation Date and the compliance date will not be amended by
the Jurisdictional Module. As with all agreements entered into after the
Implementation Date, parties may amend such agreements by incorporating the
Jurisdictional Module and the ISDA Jurisdictional Modular Protocol by reference.

5. HOW DOES THE ISDA JURISDICTIONAL MODULAR PROTOCOL RELATE TO THE ISDA 2015
UNIVERSAL PROTOCOL?

If I have adhered to the ISDA 2015 Universal Protocol, do I still need to use
the ISDA Jurisdictional Modular Protocol?

Yes, it is expected that parties that have adhered to the ISDA 2015 Universal
Protocol will generally also adhere to the ISDA Jurisdictional Modular Protocol
in order to comply with applicable Stay Regulations.

While any entity may adhere to the ISDA 2015 Universal Protocol, it is expected
that market participants other than the original adherents to the ISDA 2015
Universal Protocol will only adhere to the ISDA Jurisdictional Modular Protocol.

Under the ISDA Jurisdictional Modular Protocol, a Jurisdictional Module will
amend Covered Agreements in accordance with the requirements of Stay Regulations
and not necessarily in accordance with the terms of the ISDA 2014 Protocol or
the ISDA 2015 Universal Protocol. Because the ISDA 2014 Protocol was developed
in advance of Stay Regulations, its provisions were not designed to conform to
any particular Stay Regulations. Thus, Section 1 and Section 2 of the ISDA 2015
Universal Protocol will not form a part of the ISDA Jurisdictional Modular
Protocol unless those amendments are specifically required for compliance with
Stay Regulations.

6. HOW DOES THE ISDA JURISDICTIONAL MODULAR PROTOCOL RELATE TO STAY REGULATIONS?

The ISDA Jurisdictional Modular Protocol is intended to be a mechanism that
allows market participants, including both buyside and sellside institutions, to
comply with Stay Regulations in different jurisdictions. It has been developed
specifically to provide a means for the broader market to comply with the
express requirements of Stay Regulations without “over complying.”

The Jurisdictional Modules are developed only in response to final Stay
Regulations, with terms that result in compliance with the specific requirements
of such regulations. Each Jurisdictional Module will amend Covered Agreements
based upon what Stay Regulations require, which may be different across
jurisdictions, and the substance and the scope of the amendment will be
determined by the requirements of Stay Regulations in that jurisdiction.

7. HOW TO SIGN UP TO THE ISDA JURISDICTIONAL MODULAR PROTOCOL.

Is there a closing date for adherence to the ISDA Jurisdictional Modular
Protocol?

There is currently no cut-off date for adherence, but ISDA reserves the right to
designate a closing date of the ISDA Jurisdictional Modular Protocol by giving
30 days’ notice on this site.

How do I submit an Adherence Letter?

Each Adhering Party that wishes to adhere to a Jurisdictional Module to the ISDA
Jurisdictional Module Protocol shall access the Protocol Management section of
the ISDA website at www.isda.org to enter information online that is required to
generate its form of Adherence Letter for such Jurisdictional Module.

Adherence by Counterparties of Regulated Entities. Each Adhering Party that
wishes to adhere to a Jurisdictional Module to the ISDA Jurisdictional Modular
Protocol as a Module Adhering Party for the purpose of amending its Covered
Agreements with Regulated Entities with respect to such Jurisdictional Module
shall identify itself as a “Module Adhering Party” in an Adherence Letter for
such Jurisdictional Module. Either by directly downloading the populated
Adherence Letter from the Protocol Management system or upon receipt via e-mail
of the populated Adherence Letter, each such Adhering Party will print, sign and
upload the signed Adherence Letter as a PDF (portable document format)
attachment into the Protocol Management system. Once the signed Adherence Letter
has been approved and accepted by ISDA, the Adhering Party will receive an
e-mail confirmation of the Adhering Party’s adherence to the ISDA Jurisdictional
Modular Protocol and the relevant Jurisdictional Module as a Module Adhering
Party.

Adherence by Regulated Entities. Each Adhering Party that wishes to adhere to a
Jurisdictional Module to the ISDA Jurisdictional Modular Protocol as a Regulated
Entity shall identify itself as a “Regulated Entity” in an Adherence Letter for
such Jurisdictional Module. Either by directly downloading the populated
Adherence Letter from the Protocol Management system or upon receipt via e-mail
of the populated Adherence Letter, each such Adhering Party will print, sign and
upload the signed Adherence Letter as a PDF (portable document format)
attachment into the Protocol Management system. Once the signed Adherence Letter
has been approved and accepted by ISDA, such Adhering Party will receive an
e-mail confirmation of the Adhering Party’s adherence to the ISDA Jurisdictional
Modular Protocol and the relevant Jurisdictional Module as a Regulated Entity.

Who is an authorized signatory?

An authorized signatory to the Adherence Letter is an individual who has the
legal authority to bind the adhering institution.

Can I change the text of the Adherence Letter?

No. The Adherence Letter must be in the same format as the form of letter
published in the ISDA Jurisdictional Modular Protocol and generated by the
Protocol Management webpage.

What is a conformed copy?

A conformed copy of the Adherence Letter means that the name of the authorized
signatory (for example, Patricia Smith) is typed rather than having Patricia
Smith’s actual signature on the letter. ISDA only posts on its website the
conformed copy of all Adherence Letters. A conformed copy of each Adherence
Letter containing, in place of each signature, the printed or typewritten name
of each signatory will be published by ISDA so that it may be viewed by all ISDA
Jurisdictional Modular Protocol participants.

Is adherence public?

Yes. A list of Adhering Parties to each Jurisdictional Module will be published
on ISDA’s website. The list of Adhering Parties will note whether an Adhering
Party has signed up as a Regulated Entity or a Module Adhering Party with
respect to such Jurisdictional Module.

How do I sign up to an additional Jurisdictional Module?

From time to time, ISDA may, in its sole and absolute discretion, publish on the
“ISDA Resolution Stay Jurisdictional Modular Protocol” section of its website at
www.isda.org (or by other suitable means), additional Jurisdictional Modules to
the ISDA Jurisdictional Modular Protocol to which Adhering Parties may adhere.
Adherence to any such Jurisdictional Module will be evidenced by the execution
and online delivery of an Adherence Letter to ISDA.

Is my adherence complete after I submit an Adherence Letter or do I have to take
any other steps to adhere to a Jurisdictional Module?

Depending on the elections you make as a Module Adhering Party, you may be
required to send notices to Regulated Entity Counterparties after you submit
your Adherence Letter to complete your adherence to a Jurisdictional Module.

Entity-by-Entity Designation

If you adhere as a Module Adhering Party and elect to identify Regulated Entity
Counterparties on an “Entity-by-Entity” basis you need to take steps to identify
and notify specific Regulated Entity Counterparties. You may do this either
through ISDA Amend or by providing a notice bilaterally (a Module Adherence
Notice).

ISDA Amend is a joint project between Markit and ISDA that facilitates the
exchange of information and elections related to the ISDA Jurisdictional Modular
Protocol and related Jurisdictional Modules using a single online tool. ISDA
Amend is provided to buyside users on a no-fee basis. ISDA has also created a
sample “Module Adherence Notice” that you can send to Regulated Entity
Counterparties on a bilateral basis.

Adherence as an Agent on Behalf of Clients

If you adhere as an agent on behalf of clients that you represent, you may need
to notify Regulated Entity Counterparties to identify the clients on whose
behalf you are adhering. If you have adhered on behalf of all clients that you
represent, such a notice is not required but if you have adhered only on behalf
of some clients that you represent, it is necessary to identify those clients so
that the Regulated Entity Counterparties know who has adhered.

You can use ISDA Amend to communicate this information. ISDA has also created a
sample “Underlying Funds Notice” that you can send to Regulated Entity
Counterparties on a bilateral basis.

[For information about notices for specific Jurisdictional Modules, see the FAQs
for each specific Jurisdictional Module.]

Are there any costs to adhere to the ISDA Jurisdictional Modular Protocol?

Yes, each party adhering to a Jurisdictional Module must submit a one-time fee
of US $500 to ISDA at or before the submission of its Adherence Letter for such
Jurisdictional Module.

Can I revoke my participation in the ISDA Jurisdictional Modular Protocol?

Once an Adherence Letter has been accepted by ISDA, an Adhering Party is bound
by all amendments with other parties that have already adhered to the applicable
Jurisdictional Module to the ISDA Jurisdictional Module Protocol or, subject to
the discussion below, that adhere before a designation of the Annual Revocation
Date.

An Adhering Party may, at any time during the period from October 1 to October
31 of a calendar year, deliver to ISDA a notice specifying the Annual Revocation
Date as its cut-off date in respect of amendments with future Adhering Parties.
The effect of such a letter will be to withdraw adherence for future Adhering
Parties as of December 31 in that calendar year. Although amendments already
made will not be revoked, any subsequent adherence by new Adhering Parties after
the designated Annual Revocation Date will not bind the party that has submitted
a Revocation Notice.

You can, however, bilaterally agree to amend your Covered Agreement with your
counterparty (the other Adhering Party), and any such subsequent amendments will
supersede those made by a Jurisdictional Module to the ISDA Jurisdictional
Modular Protocol with respect to such Adhering Parties to the extent that they
are inconsistent.


ASSOCIATED PROTOCOLS


ISDA Hong Kong Jurisdictional Module to the ISDA Resolution Stay Jurisdictional
Modular Protocol BRRD II Omnibus Jurisdictional Module to the ISDA Resolution
Stay Jurisdictional Modular Protocol ISDA 2020 UK (PRA Rule) Jurisdictional
Module to the ISDA Resolution Stay Jurisdictional Modular Protocol ISDA Italian
Jurisdictional Module to the ISDA Resolution Stay Jurisdictional Modular
Protocol ISDA French Jurisdictional Module to the ISDA Resolution Stay
Jurisdictional Modular Protocol ISDA Swiss Jurisdictional Module to the ISDA
Resolution Stay Jurisdictional Modular Protocol ISDA Japanese Jurisdictional
Module to the ISDA Resolution Stay Jurisdictional Modular Protocol ISDA German
Jurisdictional Module to the ISDA Resolution Stay Jurisdictional Modular
Protocol ISDA UK (PRA Rule) Jurisdictional Module to the ISDA Resolution Stay
Jurisdictional Modular Protocol ISDA Resolution Stay Jurisdictional Modular
Protocol
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