Dodd-Frank Title VII External Business Conduct Disclosures

BNP Paribas (“BNPP”) is registered with the Commodity Futures Trading Commission (“CFTC”) as a non-US swap dealer (“SD”).  BNPP will, as of November 1, 2021, register with the Securities and Exchange Commission (“SEC”) as a non-US securities-based swap dealer (“SBSD”).  As an SD and SBSD, BNPP has certain disclosure obligations to counterparties and prospective counterparties prior to entering to either an SEC-regulated swap, or a CFTC-regulated swap (each a “Covered Derivative” and collectively, the “Covered Derivatives”). These obligations apply only in those instances where BNPP is transacting with a US person, as defined by the SEC and/or the CFTC, who is not a, SD, major swap participant, SBSD, or securities based major swap participant (“you”), and the transaction or prospective transaction is a Covered Derivative.

BNPP is required to provide disclosure of certain material information prior to entering into a Covered Derivative with you, including:

• information relating to the material risks associated with the particular Covered Derivative;
• material characteristics of the particular Covered Derivative, including the material economic terms of the particular Covered Derivative, the terms relating to the operation of the particular Covered Derivative and the rights and obligations of the parties during the term of the particular Covered Derivative; and
• material incentives and conflicts of interest.

Provided below are documents that describe certain material characteristics of Covered Derivatives that we may enter into with you, including the material risks of such Covered Derivatives and the material incentives and conflicts of interest that we may have with respect to such Covered Derivatives. Also provided below are documents that contain certain material economic and operational terms and transaction details, including certain definitions, which we may reference in describing terms, rights and obligations in respect of Covered Derivatives that we may enter into with you. In order to access certain information, you will need a password that has previously been emailed to you. In the event you require or forgot the password, please contact your BNPP representative.

In addition to this information, you should read carefully any transaction-specific disclosures, material economic terms, and such other information contained in any documentation provided to you in the context of discussing, proposing or entering into a particular Covered Derivative or trading strategy with BNPP. Nothing in the material or disclosures made available to you on this website shall amend or supersede the express terms of any written or oral agreement between you and BNPP, the terms of any transaction between you and BNPP, or any related governing documentation.

Certain of the Material Information and Material Economic Terms (METs) below is made available to BNPP by the International Swaps and Derivatives Association, Inc. (“ISDA”). ISDA holds copyright on certain of its documents and such works may not be reproduced or distributed without ISDA’s written permission, except the ISDA Master Agreements, ISDA Credit Support Documents, and standardized general and product specific risks disclosures published by ISDA, which may be reproduced and distributed solely for use in documenting specific commercial transactions. In no event may the copyright or trademark notice be removed.

ISDA documents are not intended to be or to contain legal advice. In addition, BNPP is required to notify you that your use of ISDA documentation should be undertaken only after securing appropriate legal advice on its provisions and that ISDA makes no warranty, express or implied, concerning the respective instrument’s suitability for use in any particular transactions and bears no responsibility or liability whatsoever, whether in tort or in contract, in respect of any use of these instruments.

ISDA, its officers, directors, employees, subcontractors, agents, successors or assigns (collectively “Covered Parties”) shall not be liable to you or any of your clients for any loss, injury, claim, liability or damage of any kind whatsoever resulting from, arising out of or in any way related to: (a) any errors in or omissions from the ISDA documentation; (b) your use of the ISDA documentation; (c) your use of any equipment or software in connection with the ISDA documentation; or (d) any delay or failure in performance. The aggregate liability of the Covered Parties to you in connection with any other claim arising out of or relating to the ISDA documentation shall not exceed $500.00, which right shall be in lieu of all other remedies that you may have against ISDA. In no event shall ISDA or any officer, director, employee, subcontractor, agent, successor or assign of ISDA, be liable for any special, indirect, incidental or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees), lost profits or lost savings in any way due to, resulting from or arising in connection with the ISDA content contained herein, regardless of any negligence of the Covered Parties.

Material Information:

• General Disclosure Statement applicable across products
• Interest Rate Derivative Disclosure Annex
• IBOR Alternative Reference Rates Disclosure
• Credit Derivative Disclosure Annex
• Asset-Backed Security Derivative Disclosure Annex
• FX Derivative Disclosure Annex
• FX Prime Brokerage Supplemental Disclosure Annex
• Equity Derivative Disclosure Annex
• Commodity Derivative Disclosure Annex

Material Economic Terms (METs)

Prior to entering into a Covered Derivative with BNPP, we will communicate to you what we believe to be the material economic terms of that Covered Derivative. When BNP Paribas provides you a two-way market (i.e. bid and offer) prior to transacting, you should regard the arithmetic mid of bid and offer as our pre-trade mid-market mark, unless otherwise communicated. Please contact your BNPP representative if you believe that a material economic term of that Covered Derivative has been not been provided to you. In the event of any conflict between transaction-specific pre-trade information provided by BNPP to you and any template, standard product terms or market convention or any standardized product disclosures, the transaction –specific information provided to you by BNPP will govern your Covered Derivative.

Certain of the METs for Rates and Credit have been compiled by MarkitSERV LTD, which is the owner of such compilation of data, and has licensed it to BNPP for distribution to you. Any redistribution by you of this data, whether or not for a fee, to third parties is strictly prohibited. Also provided below are documents that contain certain material economic and operational terms and transaction details, including certain definitions, which we may reference in describing terms, rights and obligations in respect of Covered Derivative that we may enter into with you.

All ISDA information made available to you for your use is subject to restrictions and limitations described above. Each time you access ISDA materials made available to you through this document, you acknowledge and agree to abide by the restrictions and limitations on use, and the limitation on liability.

The METs, ISDA documentation and other related information is available by clicking the links below.

Rates

• METs: Rates (OSTTRA)
• METs: Rates
• 2002 Master Agreement
• 2006 ISDA Definitions
• 2021 ISDA Interest Rates Derivatives Definitions Compounding Averaging Matrix
• 2021 ISDA Interest Rates Derivatives Definitions Currency/Business Day Matrix
• 2021 ISDA Interest Rates Derivatives Definitions MTM Matrix
• 2021 ISDA Interest Rates Derivatives Definitions Settlement Matrix

Credit

• METs: Credit (OSTTRA)
• 2000 ISDA Definitions
• ISDA 2002 Master Agreement
• 2003 ISDA Credit Derivatives Definitions
• 2014 ISDA Credit Derivatives Definitions
• 2003 ISDA Credit Derivatives Definitions Incorporating the May 2003 Supplement and the July 2009 Supplement
• 2006 ISDA Definitions

FX

• METs: FX
• 1998 ISDA FX and Currency Options Definitions
• User’s Guide to the 1998 FX and Currency Options Definitions
• Compendium of Amendments to Annex A to the 1998 FX and Currency Option Definitions
• GFMA Material Swap Characteristics
• GFMA FX Trade Lifecycle Events
• EMTA FX and Currency Derivatives Documentation
• EMTA FX and Currency Derivatives Current Templates

Equities

• METs: Equities
• 1994 ISDA Equity Option Definitions
• 1996 ISDA Equity Derivatives Definitions
• 2002 ISDA Equity Derivatives Definitions
• Confirmations for use with the 2002 ISDA Equity Derivatives Definitions
• 2007 Full Lookthrough Depository Receipt Supplement to the 2002 Equity Derivatives Definitions
• 2011 ISDA Equity Derivatives Definitions
• Appendix to the Main Book of the 2011 ISDA Equity Derivatives Definitions (1)
• Appendix to the Main Book of the 2011 ISDA Equity Derivatives Definitions (2)
• Long Form US Dispersion Variance Swap Confirmation
• Long Form US Dispersion Volatility Swap Confirmation
• Long Form US Index & FX Basket Correlation Swap Confirmation
• Long Form US Index & Share Basket Correlation Swap Confirmation
• Long Form US Index Dividend Swap Confirmation
• Long Form US Index Variance Swap Confirmation
• Long Form US Index Volatility Swap Confirmation
• Standard Events and Elections Table
• Pre-trade Mid Disclosure – PB Equity Swaps

Commodities

• METs: Commodities
• 2005 ISDA Commodity Definitions & Supplement to Sub-Annex A

This information will be updated regularly, and you should revisit these disclosures periodically to ensure that you have the most current information. If you have any questions regarding these materials, please contact your BNPP representative.
DISCLAIMER: This document has been prepared by BNP Paribas for informational purposes only and is not meant as legal or regulatory advice. Please consult your own advisor regarding specific impacts to your firm.