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UNITED STATES OF AMERICA 

Before the 

COMMODITY FUTURES TRADING COMMISSION 

 

In the Matter of the Application of 

AEGIS SEF, LLC for 

Registration as a Swap Execution Facility 

 

ORDER OF REGISTRATION 

AEGIS SEF, LLC (“AEGIS SEF”), a Delaware limited liability company headquartered 

in The Woodlands, Texas and wholly owned by AEGIS Hedging Solutions, LLC (“AEGIS HS”), 

has submitted to the Commodity Futures Trading Commission (“Commission” or “CFTC”), 

pursuant to Section 5h of the Commodity Exchange Act (“Act”), 7 U.S.C. § 7b-3, and 

Commission Regulation 37.3(b), 17 C.F.R. § 37.3(b), an application for registration as a swap 

execution facility, which includes submissions dated February 3, 2021 through May 20, 2022. 

WHEREAS AEGIS SEF represents that AEGIS SEF will offer a central limit order book 

and an electronic request-for-quote function and AEGIS SEF will not facilitate clearing. 

WHEREAS AEGIS SEF represents that AEGIS SEF developed a custom surveillance 

system; AEGIS SEF is responsible for conducting its own real-time market monitoring and 

conducting its own regulatory reporting and recordkeeping, investigations, disciplinary actions, 

and arbitration hearings involving AEGIS SEF market participants; and AEGIS SEF will 
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monitor members’ compliance with the SEF’s minimum financial standards, as required under 

Commission Regulation 37.202. 

WHEREAS AEGIS SEF represents that AEGIS SEF and AEGIS HS developed policies 

and procedures requiring a physical and informational separation between AEGIS SEF and 

AEGIS CTA, LLC (“AEGIS CTA”); AEGIS SEF and AEGIS CTA operations will be conducted 

within separate office spaces; and AEGIS SEF’s regulatory oversight committee made up of all 

public directors and responsible for oversight of AEGIS SEF’s exercise of its self-regulatory 

responsibilities as a SEF will assist the AEGIS SEF board in minimizing potential conflicts of 

interests relating to AEGIS SEF’s self-regulatory obligations. 

WHEREAS AEGIS SEF represents that it will meet all the requirements for swap 

execution facility registration under Section 5h of the Act, comply with all core principles 

applicable to swap execution facilities under Section 5h of the Act and the Commission’s 

regulations thereunder and remain subject to and compliant with all provisions of the Act and the 

Commission’s regulations applicable to swap execution facilities. 

WHEREAS Commission staff reviewed and analyzed AEGIS SEF’s application for 

registration as a swap execution facility, including AEGIS SEF’s rules and all amendments 

thereto and representations made by AEGIS SEF. 

Based upon the foregoing, the Commission FINDS that, as required by Section 5h of the 

Act, 7 U.S.C. §7b-3 and Commission Regulation 37.3(b), 17 C.F.R. §37.3(b), AEGIS SEF’s 

application, subject to the conditions set forth below, has demonstrated compliance with the Act 

and the Commission’s regulations applicable to swap execution facilities. 

Therefore: 
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IT IS HEREBY ORDERED, pursuant to Section 5h of the Act and Commission 

Regulation 37.3(b)(6)(i), that the application of AEGIS SEF for registration as a swap execution 

facility is approved. This approval of AEGIS SEF’s application for registration as a swap 

execution facility is based on AEGIS SEF’s representations to the Commission in its application, 

as shown in the application record, and subject to the following terms and conditions specified 

herein: 

(1) AEGIS SEF shall comply with all representations and submissions made by AEGIS 

SEF in support of its application for registration as a swap execution facility, as 

shown in the application record; and 

(2) AEGIS SEF shall comply with all provisions of the Act and all requirements set forth 

in the Commission’s regulations, as may be amended or adopted from time to time, 

that are applicable to swap execution facilities. 

(3) When AEGIS SEF issues a confirmation pursuant to Commission Regulation 37.6(b), 

which incorporates by reference terms from previously-negotiated freestanding 

agreements between the counterparties, in lieu of obtaining such agreements prior to 

execution, as required under Commission Regulation 37.6(b), and maintaining a copy 

of such agreements, as required under Commission Regulations 37.1000, 37.1001 and 

45.2(a), AEGIS SEF shall comply with the following conditions: 

i. AEGIS SEF must have a rule in its rulebook requiring its confirmation to 

state, where applicable, that it incorporates by reference the terms of the 

underlying previously-negotiated freestanding agreements between the 

counterparties. 
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ii. AEGIS SEF must have a rule in its rulebook stating that in the event of any 

inconsistency between an AEGIS SEF confirmation and the underlying 

previously-negotiated freestanding agreements, the terms of the AEGIS SEF 

confirmation legally supersede any contradictory terms; AEGIS SEF must 

also have a rule requiring AEGIS SEF’s confirmations to state the same. 

iii. AEGIS SEF must have a rule in its rulebook requiring its participants to 

provide copies of the underlying previously-negotiated freestanding 

agreements to AEGIS SEF upon request. 

iv. AEGIS SEF must have a rule in its rulebook requiring AEGIS SEF to request 

from participants the underlying previously-negotiated freestanding 

agreements upon request from the Commission, and requiring AEGIS SEF to 

furnish such documents to the Commission as soon as they are available. 

This condition (3) shall expire on the effective date of any changes to Commission 

Regulation 37.6(b). 

(4) In lieu of complying with the 2020 Amendments1

 to Parts 43, 45, and 49 of the 

Commission’s regulations, AEGIS SEF must comply with the Parts 43, 45, and 49 

regulations that were in effect on January 1, 2021,2 except that AEGIS SEF need not 

 

1

 Final Rule, Swap Data Recordkeeping and Reporting Requirements, 85 Fed. Reg. 75503 (Nov. 25, 2020); Final 

Rule, Real-Time Public Reporting Requirements, 85 Fed. Reg. 75422 (Nov. 25, 2020); and Final Rule, Certain 

Swap Data Repository and Data Reporting Regulations, 85 Fed. Reg. 75601 (Nov. 25, 2020) (together the 

“Amendments”). 

2

 This treatment of AEGIS SEF is consistent with that of currently-registered SEFs. See CFTC Letter No. 22-03, 

(Division of Data, January 31, 2022), available at CFTC Staff Letters | CFTC.