411. Block Trades

(a) The Company may designate any Swap as eligible for Block Trades under this Rule and

shall determine the minimum size thresholds for the Swaps in which Block Trades are

permitted. In determining the minimum size threshold, the Company shall take into

consideration (to the extent available) the size distribution of transactions in the Swap, the

size distribution of transactions in the related cash markets, and all other information

relevant to transaction size in the relevant Swap. Participants and Trading Customers

may enter into Block Trades, at prices mutually agreed, with respect to Swaps that have

been designated by the Company for such purpose, provided that the conditions in this

Rule 411 are satisfied. For any Swap subject to an appropriate minimum block trade size

set by the CFTC pursuant to CFTC Regulation 43.6 and the Appendices to Part 43 of the

CFTC Regulation, the Company shall not set such appropriate minimum block size at a

level lower than that of the CFTC.

(b) The following shall govern Block Trades:

(i) Each buy or sell Order underlying a Block Trade must explicitly state whether the

parties have elected to execute it by means of a Block Trade;

(ii) A Block Trade must be for a quantity that is at or in excess of the appropriate

minimum block size as set forth in this Rule;

(iii) The price at which a Block Trade is executed must be fair and reasonable in light

of (A) the size of the Block Trade, (B) the prices and sizes of other transactions in

the same Swap at the relevant time, (C) the prices and sizes of transactions in

other relevant markets at the relevant time, and (D) the circumstances of the

markets or the parties to the Block Trade; and

(iv) Participants or Trading Customers, in accordance with CFTC Regulation

43.6(h)(6), shall not aggregate Orders for different accounts to achieve the

minimum block size, except if done by a person who has more than $25,000,000

in total assets under management and:

(A) Is a commodity trading advisor registered pursuant to Section 4n of the

CEA, or exempt from registration under the CEA, or a principal thereof, who has discretionary trading authority or directs client accounts,

(B) Is an investment adviser who has discretionary trading authority or directs

client accounts and satisfies the criteria of CFTC Regulation 4.7(a)(2)(v), or

(C) Is a foreign person who performs a similar role or function as the persons

described in paragraphs (A) or (B) of this Rule and is subject as such to

foreign regulation.

(v) Each party to a Block Trade must be an Eligible Contract Participant.

(vi) Participants or Trading Customers, in accordance with CFTC Regulation

43.6(i)(2), transacting a Block Trade on behalf of a customer must receive prior

written instruction or consent from the customer to do so. Such instruction or

consent may be provided in the power of attorney or similar document by which

the customer provides the Participant or Trading Customer with discretionary

trading authority or the authority to direct the trading in its account.
(c) Block Trades executed off of the SEF:

(i) For Block Trades executed pursuant to these Rules and submitted to the

Company in accordance with this Rule 411, the Reporting Counterparty to a

Block Trade, or the Introducing Agent or Account Manager acting on behalf of

such Reporting Counterparty, as applicable, must report the time of execution,

the actual notional or principal amount of the Block Trade (as applicable to the

Block Trade), counterparty and information required pursuant to Rule 414, a

notification of the election to have the publicly reportable swap transaction treated

as a block trade (as required by CFTC Regulation 43.6(g)(1)(i)) for each Block

Trade to the Company as soon as technologically practicable following execution

of such Block Trade but no later than 10 minutes before the time in which such

Block Trade would be publicly disseminated by a SDR. The Company will report

swap transaction and pricing data and Required Swap Creation Data for each

Block Trade to the SDR as soon as technologically practicable after such

information has been reported to the Company.

(ii) The Company may, but is not required to, accept and process a Block Trade

where the Reporting Counterparty is a Participant or a Trading Customer of an

Introducing Agent or a Client Account of an Account Manager, but the

counterparty to the trade is not a Participant or a Trading Customer of an

Introducing Agent or a Client Account of an Account Manager, provided that the

Reporting Counterparty or its Introducing Agent or Account Manager, as

applicable, has entered into the appropriate documentation with the Company

that includes a representation by the Reporting Counterparty or its Introducing

Agent or Account Manager, as applicable, to the Company that the non-Reporting

Counterparty to the Transaction (A) is an Eligible Contract Participant, (B) has

authorized the Reporting Counterparty or its Introducing Agent, as applicable, to

report the Block Trade to the Company, and (C) agrees that such Block Trade will

be subject to the Rules and will satisfy any other obligations that the Company

may prescribe.

(d) Block Trades executed on the SEF:

(i) A Block Trade may be executed on the SEF by Voice RFQ for Permitted

Transactions pursuant to Rule 404.B(a)(ii).

(ii) A Block Trade executed on the SEF may not be executed through an Order

Book.

(iii) Any Block Trade executed by Voice RFQ on the SEF must:

(A) involve a Swap that is listed by the Company on the SEF;

(B) be executed pursuant to the Rules and procedures of the SEF;

(C) meet the notional or principal amount at or above the appropriate

minimum block size applicable to the Swap;

(D) be reported to a Swap Data Repository pursuant to the Rules and

Applicable Law (including CFTC Regulation 43.3 (Method and Timing For

Real-Time Public Reporting) and 45.3 (Swap Data Reporting: Creation

Data);
(E) be screened against applicable Risk-Based Limits in accordance with

Rule 1003; and

(F) be deemed void ab initio where the Block Trade is rejected from clearing

on the basis of credit to the extent required by Applicable Law (including

37.9(a)(2) (Methods of Execution For Required and Permitted

Transactions) and 37.203(a) (Rule Enforcement Program) and in

compliance with Rule 1004.

(iv) This Rule 411(d) is adopted pursuant to CFTC No-Action Letter No. 14-118

(No-Action Relief for Swap Execution Facilities from Certain “Block Trade” Requirements in Commission Regulation 43.2) (September 19, 2014), which has

been extended by subsequent no-action relief, including CFTC No-Action Letter

No. 17-60 and CFTC No-Action Letter No. 20-35 (Extension of No-Action Relief

for Swap Execution Facilities from Certain “Block Trade” Requirements in

Commission Regulation 43.2) (November 14, 2017), expiring November 15Nov. 13, 2020).

(v) This Rule 411(d) applies only to Block Trades that are Cleared Swaps.
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