THIS ARTICLE PROVIDES SYSTEM USER GENERAL GUIDANCE ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE OR DEFINITIVE ADVICE OF ANY NATURE.

THIS ARTICLE IS NOT AND SHOULD NOT BE VIEWED AS GUIDANCE FOR ALL ISSUES OR CONSIDERATIONS IN CONNECTION WITH THE 2018 FIA TECH GIVE-UP AGREEMENT TRANSFER PROTOCOL OR THE 2023 FIA TECH REGULATORY PROTOCOL (INDIVIDUALLY "TRANSFER PROTOCOL" AND "REGULATORY PROTOCOL" RESPECTIVELY, AND COLLECTIVELY "THE PROTOCOLS"). PARTIES SHOULD CONSULT WITH THEIR APPROPRIATE ADVISERS, INCLUDING, WITHOUT LIMITATION, THEIR LEGAL ADVISERS PRIOR TO ADOPTING THE PROTOCOLS OR ACTING THEREUNDER, AND SHOULD NOT RELY ON THIS ARTICLE. IF THERE IS ANY INCONSISTENCY BETWEEN ANY OF THE INFORMATION PROVIDED IN THIS ARTICLE AND THE PROVISIONS OF THE PROTOCOLS, THE PROVISIONS OF THE PROTOCOLS SHALL PREVAIL. FIA TECH ASSUMES NO RESPONSIBILITY FOR ANY USE TO WHICH ANY OF ITS DOCUMENTATION OR OTHER DOCUMENTATION MAY BE PUT.

Images in this article contain placeholder language, and should be referenced solely for user-interface guidance.

Overview

Agreement Transfers can be initiated by Eligible Senders (Broker parties who have adopted the Protocol being used for a given action) from the Notice Center in Docs, pursuant to either the 2018 FIA Tech Give-Up Agreement Transfer Protocol (Transfer Protocol) or the 2023 FIA Tech Regulatory Protocol (Regulatory Protocol).

When initiating an Agreement Transfer, both Protocol eligible agreements, and Protocol ineligible agreements can be included. Based on the information input, Docs will automatically create a Transition Notice for agreements that are eligible to be transferred under the Protocol, and will process all non-eligible agreements through a separate but similar workflow in a parallel process for the 2018 FIA Tech Give-Up Agreement Transfer Protocol. 

Support for updating non-eligible agreements under the 2023 FIA Tech Regulatory Protocol will be made available in an upcoming release.

Creating a Transition Notice

Transition Notices are initiated in Docs from the "Transition Agreements" section under the "Transition Center" menu. Only Eligible Senders who have adopted the respective Protocol can initiate transitions, regardless of whether the underlying agreements are Protocol Eligible or non-eligible.

Any user with the ability to initiate or edit agreements in Docs, on behalf of the Eligible Sender, can add details to a Transition Notice in Docs, however, only users with the Execution Phase Approver Permission have the ability to schedule a notice and make it available to counterparties.

The Transition Center supports actions based on either The Transfer Protocol, or the Regulatory Protocol, which may be selected via the option in the upper left of the page. 

The following sections detail workflows for each Protocol respectively

• GUA Transfer Protocol
• Regulatory Protocol

GUA Transfer Protocol Transition

The Transition Agreement page for the GUA Transfer Protocol is divided into 6 sections that all need to be completed before a Transition Notice can be sent to FIA Tech:

1. Name the Transition
2. Identify the Party
3. Identify Agreements
4. Change Parties
5. Additional Options
6. Transition Agreements

1. Name the Transition

Each transition entered in Docs must be given a unique name. This name is only displayed to the party sending the Transition Notice and can be used for internal reference purposes. 

If you have previously worked on a notice and saved it as a Draft, you can also recall it from this section to continue working on it.

2. Identify Party to Change

Within each Transition Notice, only one party to the agreement can be changed. This party, referred to as the Eligible Sender in the Protocol, is specified in section 2 under the "Current Party Name" is the party that currently appearing on agreements that you are looking to transition.

While a single party may appear in multiple party roles on different agreements, only one party role can be included in a single transition. If you are looking to transition agreements where the selected party appears in different roles (for example, both Executing Broker and Clearing Broker), you will need to enter one Transition Notice per agreement party role. 

NOTE: You must select both a party and role before you can proceed with the other sections of this screen.

3. Identify Agreements

Agreements to transition can be identified in two ways:

• by specifying the agreement types and customer/trader parties to include, or
• by uploading a file of agreement IDs to include in the transition.

You have to select one of the two options to identify agreements to include. As you make your selections, the Total Agreements count and Parties Affected will update to reflect the number of agreements and parties that are included in your transition.

You can download a report of all agreements included in your transition by selecting "Download List" under the agreement count.

Specifying Agreement Types and Parties

A transition can contain multiple agreement types, and multiple customer/trader parties, which may be selected using the Agreement Type dropdown and Customer/Trader dropdown - the default input for both is "All".

To select an agreement type, simply click on the drop down and you will see a list of all available agreement types. If you do not see a specific agreement type in this dropdown, the party in question does not have any agreements of this type. Once you have selected an agreement type, the "+Add Another" button will allow you to add additional types. If you have added an agreement type in error, simply select the red "x" to remove it.

Customer/Trader parties can also be selected in the same manner as agreement types mentioned above.

Uploading a File of Agreement IDs

If you do not want to select the agreements using the agreement type and party selections, you can also upload a file of agreement IDs. To search for agreements, and generate a report of agreement IDs that you can upload, use the Agreement Search tool. You can upload the full report in the Transition Center, or, simply a report that includes the first column, titled "Agreement ID".

Once you have uploaded the file of agreement IDs, the file is saved to the transition. It can be downloaded by selecting the name of the file, or the download icon. Any deleted or terminated agreements included in the file will be ignored by the system. The total count of agreements may therefore be less than the number of agreements included in the upload file.

4. Change Parties

Within the fourth section, the new party to the agreements is chosen. Within the dropdown, you will only be able to select conformed parties that you have permissions to and that have adopted the Protocol.

NOTE: If you are opening a new entity, you must submit a new Adherence Agreement for the party in order to establish it on Docs.

5. Additional Information

The Additional Information section contains selections that determine what happens with the Original Agreements once a transition has been completed, and decisions regarding the agreement accounts.  

Terminating Original Agreements

"Keep the Original Agreements following creation of the New Agreements after the notice period"? Select “Yes” to retain any Original Agreements following the creation of the New Agreements at the end of the notice period. If “No” is selected, the Original Agreements will be deemed terminated immediately prior to the Effective Time on the Effective Date of such New Agreement.

"Keep the Original Agreements upon rejection of this notice?" Select “Yes” to retain any Original Agreements in their current state following the rejection of the Transition Notice. If “No” is selected, the Original Agreements will be deemed terminated immediately prior to the Effective Time on the Business Day falling eleven Business Days following the Lock-Down Commencement Date of such Original Agreement.

For non-Protocol eligible agreements, the Original Agreement will be terminated at the end of the notice period.

NOTE: Once a Transition Notice has been sent and put into a Pending state, these selections cannot be changed. 

Mapping Accounts

Only certain party roles are eligible to map accounts as part of the transition. When mapping accounts, you are specifying the accounts that should appear on the new agreements that are created as a result of the transition. No changes can be made to the accounts on the Original Agreements as part of a transition.

• Clearing Broker parties (or LME Clearing Member on certain LME agreements) can map Clearing Accounts as part of their transition
• Executing Broker parties can map Executing Accounts as part of their transition.

When you select "Yes" for Map Accounts, the application will make the options "Download Current Account List" and "Upload" available to you. Upon selecting "Download Current Account List", Docs will generate a list of all non-expired accounts on the agreements included in the transition. Based on the party role chosen, the report will either contain Clearing Accounts or Executing Accounts.

If you have selected a role that cannot modify accounts as part of the transition, you will not see these options.

The below screenshot shows the mapping file for a transition where the Clearing Broker to the agreement is transitioning. To avoid errors when uploading the file, we recommend that you do not modify the information showing the current account data. This includes hiding columns and deleting rows.

Regardless of whether or not the accounts are Clearing or Executing accounts, an action must be specified for all accounts on the agreements included in the transition. The available actions and their result are displayed below:

Once you have completed the file, use the "Upload" action to upload the file. Upon upload, Docs will validate the file to ensure that there are no errors. No partial uploads will be processed. Should you receive any errors, you must correct them before uploading the file again. 

A successful upload will generate a success message and the name of the uploaded file will display instead of the "Download Current Account" link.

6. Transition Agreements

The last section on the transition includes only two selections:

• Intended Transition Date
• Transition Reason

In the "Transition Date" date picker you can select the date on which you intend for the new agreements to become effective. Only dates that are between 11 - 30 business days from the current date can be selected. Days that are holidays in New York and London are not eligible for selection.

Three transition reasons can be specified under the "Transition Reason" dropdown to provide the recipients of the Transition Notice more information on why you are transitioning agreements. If you do not wish to indicate a reason "None Disclosed" should be selected.

Regulatory Protocol

The Transition Agreement page for the Regulatory Protocol is divided into 4 sections, all of which need to be completed before a Transition Notice can be sent to FIA Tech:

1. Name the Notice
2. Identify Agreements
3. FIA Standard BRRD Article 55 Give-Up Agreement Clause Version
4. Update Agreements 

1. Name the Notice

Each transition entered in Docs must be given a unique name. This name is only displayed to the party sending the Transition Notice and can be used for internal reference purposes. 

If you have previously worked on a notice and saved it as a Draft, you can also recall it from this section to continue working on it.

2. Identify Agreements

Users may identify Agreements to be updated by one of two methods:

• by specifying any of the following agreement criteria
  • Agreement Type
  • Customer/Trader Party
  • Jurisdiction
• by uploading a file of agreement IDs to include in the transition.

Users must select one of the two options to identify agreements to include, as well as select the Current Party Name and Party Role of the entity initiating the update.  The Total Agreements count and Affected Parties will update to reflect the number of agreements and parties that are included in your transition based on agreement criteria selections.

You can download a report of all agreements included in your transition by selecting "Download List" under the agreement count.

Specifying Agreement Types and Parties

A transition may contain multiple agreement types, customer/trader parties, and jurisdictions, which may be selected using the respective dropdown - the default input for each is "All".

To select an agreement type, simply click on the drop down and you will see a list of all available agreement types. If you do not see a specific agreement type in this dropdown, the party in question does not have any agreements of this type. Once you have selected an agreement type, the "+Add Another" button will allow you to add additional types. If you have added an agreement type in error, simply select the red "x" to remove it.

Customer/Trader parties, and Jurisdictions may be selected in the same manner mentioned above.

Uploading a File of Agreement IDs

Firms may also identify agreement lists to update outside of the system, which may then be uploaded via  a file of agreement IDs. To search for agreements, and generate a report of agreement IDs to upload, use the Agreement Search tool. You can upload the full report in the Transition Center, or, simply a report that includes the first column, titled "Agreement ID".

Once you have uploaded the file of agreement IDs, the file is saved to the transition. It can be downloaded by selecting the name of the file, or the download icon. Any deleted or terminated agreements included in the file will be ignored by the system. The total count of agreements may therefore be less than the number of agreements included in the upload file.

3. FIA Standard BRRD Article 55 Give-Up Agreement Clause Version

The Regulatory Protocol supports the inclusion of one of three different legal language clauses via the transition tool, one of which must be selected at the time that a transition is initiated: 

• EU Version
• UK Version
• Hybrid Version

Firms are encouraged to review the available options with their legal teams, as well as review the available language within the Regulatory Protocol to ensure that the proper option is selected.

4. Update Agreements

The final step prior to initiating a Regulatory Protocol transition is to select an Effective date, at which point the updated agreements will be created and made effective.  The system will display all available dates, noting that the earliest effective date takes into account the notice period required by the Regulatory Protocol, and applicable holidays between the current date, and earliest effective date.

Sending the Transition Notice to Counterparties

Once all the required information has been entered, users will have the option to send the Transition Notice to FIA Tech.  Notices may be saved as Drafts at any point, however Transition Notices will be not be sent to FIA until a user selects the green "Transition Agreements" button, with slight behavior differences based on the applicable Protocol.

GUA Transfer Protocol

The "Transition Agreements" option is only available to users with the Execution Phase Approver permission for the party currently on agreements (Eligible Sender) and the party replacing it (New Adopting Party). This action sends the notice to FIA Tech, and, on the Lock-Down Commencement Date, to all counterparties on the agreements included in the Transition Notice.

All notices will be placed into a Scheduled state once they have been sent to FIA Tech.  We intend for all notices (both Protocol Eligible and Non-Eligible) to be sent by the system at At 6 AM (UTC), 10 days prior to the selected "Transition Date", to all counterparties to the agreements. This date is the Lock-Down Commencement date. Notices that have been sent to counterparties show in a Pending state in Docs.  From this date until the new agreement effective date, any Protocol specific actions that a counterparty may take, such as rejection of the full notice, or agreements, can be made within the notice itself. Note that the system does not allow for notices that are in a Pending state to be changed or withdrawn by the initiating party.

Additional details regarding Protocol language and behavior may be found the in the Transfer Protocol itself, as well as The Protocol FAQs.

Regulatory Protocol

The "Transition Agreements" option is only available to users with the Execution Phase Approver permission for the party initiating the transition.  This action sends the notice to FIA Tech, and, on the Lock-Down Commencement Date, to all counterparties on the agreements included in the Transition Notice.

All notices will be placed into a Scheduled state once they have been sent to FIA Tech.  We intend for all notices (both Protocol Eligible and Non-Eligible) to be sent by the system at At 6 AM (UTC), 3 days prior to the selected "Transition Date", to all counterparties to the agreements. This date is the Lock-Down Commencement date. Notices that have been sent to counterparties show in a Pending state in Docs.  From this date until the new agreement effective date, any Protocol specific actions that a counterparty may take, such as rejection of the full notice, or agreements, can be made within the notice itself. Note that the system does not allow for notices that are in a Pending state to be changed or withdrawn by the initiating party.

Additional details regarding Protocol language and behavior may be found the in the Regulatory Protocol itself, as well as the Regulatory Protocol FAQs.