Effective Date: 3.29.191.--.21

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DW SEF LLC

SWAP EXECUTION FACILITY

RULES
TABLE OF CONTENTS

CHAPTER 1. DEFINITIONS; INTERPRETATION; AMENDMENTS 5

101. Defined Terms 5

102. Rules of Interpretation 16

103. Effect of Titles 16

104. Amendment of Rules 16

105. Security-Based Swaps 17

CHAPTER 2. GOVERNANCE 18

201. Board of Managers 18

202. Standing Committees 18

203. Nominating Committee 18

204. Participation Committee 19

205. Regulatory Oversight Committee 19

206. Swap Review Committee 20

207. Reporting to the CFTC 20

208. Additional Committees and Panels 20

209. Public Director Qualifications 21

210. Eligibility 21

211. Officers 22

212. Chief Compliance Officer 22

213. Confidentiality 23

214. Conflicts of Interest 23

215. Maintenance of Books and Records by the Company 26

CHAPTER 3. TRADING PRIVILEGES AND PARTICIPANTS 27

301. Jurisdiction 27

302. Trading Privileges 27

303. Participant Eligibility and Access to the SEF; ISV Eligibility and Access to the SEF 28

304. Introducing Agent Eligibility and Access to the SEF 29

305. Authorized Users 31

306. Credit Arrangements Required 32

307. Dues, Assessments and Fees 32

308. Continuing Application of Rules and Jurisdiction 32

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309. Recording Communications 32

310. Notices to Participants 33

311. Communications Between the Company and Participants; Communications Between

the Company and EA Trading Customers 33

312. Withdrawal of Participant 34

313. Financial or Other Incentive Programs 34

CHAPTER 4. TRADING STANDARDS 35

401. Swaps Traded on the SEF 35

402. Business Days and Trading Hours 35

403. Price Dissemination and Publication of Trading Information 35

404. Execution of Swap Transactions 36

404.A. Order Books (Minimum Functionalities) 36

404.B. Voice RFQ 37

404.C. Intermediated Cross Transactions 38

404.D Required and Permitted Transactions 38

404.E. Pre-Execution Communications 38

404.F. Equal Priority 39

405. Modification or Cancellation of Orders 39

406. Information Regarding Orders 39

407. Price Adjustments, Cancellations and Review of Executed Orders by the Company 39

408. Position Limits 40

409. Position Accountability 41

410. Aggregation of Positions 42

411. Block Trades 42

412. Emergencies 44

413. Limitation of Liability 47

414. Requirements for Persons Submitting Orders, Intermediated Crosses, Voice RFQs and

Responses to Voice RFQs 49

415. User IDs 50

416. Designated Contact 51

417. Message Traffic 51

418. [Reserved] 51

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CHAPTER 5. OBLIGATIONS OF PARTICIPANTS, AUTHORIZED USERS AND TRADING CUSTOMERS 52

501. Duties and Responsibilities of Participants, Authorized Users and Trading Customers52

502. Required Notices 52

503. Books and Records; Cooperation in Proceedings 53

504. System Security 54

505. Front-End User Interface; Audit Trail 54

506. Financial Requirements 55

507. Restrictions on Activity 55

508. Disaster Recovery; Business Continuity 55

CHAPTER 6. BUSINESS CONDUCT 56

601. Rule Violations 56

602. Just and Equitable Principles of Trade 56

603. Fraudulent Acts 56

604. Fictitious Transactions Prohibited 56

605. Market Disruption Prohibited 56

606. Price Manipulation Prohibited 56

607. Disruptive Practices Prohibited 56

608. Prohibition of Misstatements 56

609. Acts Detrimental 57

610. Supervision 57

611. Disclosing Orders, Intermediated Crosses, Voice RFQs 57

612. Customer Swap Execution 57

613. Wash Sales Prohibited 58

614. “Moneypassing,” Pre-Arranged and Noncompetitive Transactions Prohibited 58

615. Recordkeeping 58

616. Reporting Counterparty 59

CHAPTER 7. DISCIPLINE AND ENFORCEMENT 61

701. General 61

702. Inquiries and Investigation 61

703. Reports of Investigations 62

704. Opportunity to Respond 63

705. Review of Investigation Reports 63

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706. Notice of Charges 63

707. Answer to Notice of Charges 64

708. Service of Notice of Charges 65

709. Settlements 65

710. Disciplinary Panels 66

711. Convening Hearings of Disciplinary Proceedings 66

712. Respondent Review of Evidence 67

713. Conducting Hearings of Disciplinary Panels 68

714. Decision of Disciplinary Panel 69

715. Sanctions 69

716. Appeal from Disciplinary Panel Decision, Summary Impositions of Fines and Other

Summary Actions 70

717. Summary Imposition of Fines 72

718. Summary Suspensions and Other Summary Actions 72

719. Reinstatement after Summary Suspension 73

720. Rights and Responsibilities after Suspension or Termination 74

721. Notice of Disciplinary Proceedings 74

CHAPTER 8. ARBITRATION 75

801. General 75

802. Forum and Arbitration Rules 75

803. Initiating an Arbitration Claim 75

804. Claims Relating to Trade Cancellations or Price Adjustments 75

805. Penalties 75

CHAPTER 9. SWAPS 76

901. Swap Specifications 76

902. Swap Modifications 85

903. Settlement of Uncleared Swaps 85

CHAPTER 10. CLEARING 86

1001. Rules of the Derivatives Clearing Organization 86

1002. Clearing Services 86

1003. Clearing Arrangements 87

1004. Swaps Rejected From Clearing 87

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1005. Execution and Submission to Clearing of New Swap/Old Terms and New

Swap/Corrected Terms 88

CHAPTER 11. MISCELLANEOUS 92

1101. Legal Certainty; Confirmations 92

1102. Trading by Company Officials Prohibited; Misuse of Material, Non-Public

Information 93

1103. Gifts and Gratuities 93

1104. Market Data 94

1105. Anti-Money Laundering and Anti-Terrorism 95

1106. Confidentiality 95

1107. Information-Sharing Agreements 95

1108. Regulatory Services Agreement 96

1109. Force Majeure 96

1110. Extension or Waiver of Rules 96

1111. Effect of Amendment, Repeal or New Rule 96

1112. Signatures 97

1113. Governing Law; Legal Proceedings 97

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Chapter 1. DEFINITIONS; INTERPRETATION; AMENDMENTS

101. Defined Terms

Unless otherwise specified in these Rules or unless the context otherwise requires, the terms

defined below in this Rule 101 shall for all purposes of these Rules have the meanings specified

herein. Account Manager

The term “Account Manager” means a Participant or Trading Customer that exercises

investment discretion on behalf of one or more Client Accounts and that otherwise meets

the criteria described in CFTC Regulation 1.35(b)(5)(i). Active Participant List Screen

The term “Active Participant List Screen” means the screen identified in Rule 310(d). Affiliate

An “Affiliate” of, or a Person “Affiliated” with, another Person means a Person who, directly

or indirectly, Controls, is Controlled by, or is under common Control with, such other

Person. Affirm

The term “Affirm” shall mean counterparties to a Cleared Swap verifying that they agree on

the details of the transaction and taking any other actions necessary for the Cleared Swap

to be submitted to the relevant DCO. This verification will occur after execution of the

Cleared Swap on the SEF (or pursuant to these Rules) but prior to submission to the

relevant DCO, which may be done by any means acceptable to the counterparties,

including the use of an Affirmation Hub. “Affirmation” shall mean the process by which a

Cleared Swap is Affirmed. Affirmation Hub

A third-party service designated by the Company to route Cleared Swaps to DCOs and

which may provide Participants with the opportunity to Affirm the Cleared Swaps. API

The term “API” means application programming interface. Appeals Panel

The term “Appeals Panel” means a panel appointed by the Chief Compliance Officer

pursuant to Rule 716(g). Applicable Law

The term “Applicable Law” means, with respect to any Person, any statute, law, regulation, rule or ordinance of any governmental authority, Derivatives Clearing Organization or

self-regulatory organization applicable to such Person, including without limitation the CEA,

the Exchange Act and CFTC Regulations.

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Audit Trail

The term “Audit Trail” has the meaning given that term in Rule 505(a). Authorized User

The term “Authorized User” means (i) any natural person who is an authorized agent or

employee of a Participant authorized to exercise Trading Privileges of the Participant on

the SEF or Trading Customer authorized to access the SEF, and (ii) in the case of a

Participant that has authorized a computer or system to access the SEF via an API, the

natural person such Participant has designated to be responsible for such computer or

system’s activity on the SEF. Beneficial Ownership or Beneficially Owned

The term “Beneficial Ownership,” or an interest “Beneficially Owned” by any Person, means, with respect to an account, a direct or indirect (through one or more subsidiaries or

Affiliates) pecuniary interest in the account (through any Swap, arrangement, understanding, relationship or otherwise). Block Trade

The term “Block Trade” means a transaction in a Swap effected in accordance with Rule

411. Board

The term “Board” means the Board of Managers of the Company constituted in accordance

with the LLC Agreement, these Rules and Applicable Law. Breakage Agreement

The term “Breakage Agreement” means any arrangement, whether contained in an

agreement between the parties to a Cleared Swap or in the Rules, that provides for the

assessment of liability or payment of damages between the parties to the Cleared Swap in

the event the Cleared Swap is rejected from clearing, as such term is defined or interpreted

by the CFTC from time to time. Business Day

The term “Business Day” means any day or portion thereof on which the Company is open

for trading. Cancel Order

The term “Cancel Order” means an Order that cancels fully or partially an existing Order. Cancel Replace Order

The term “Cancel Replace Order” means an Order to cancel fully or partially an existing

Order and replace it with a new Order for a different quantity or price. CAO or Chief Administrative Officer

The term “CAO” or “Chief Administrative Officer” means the individual appointed by the

Board from time to time to serve as chief administrative officer of the Company. CCO or Chief Compliance Officer

The term “CCO” or “Chief Compliance Officer” means the individual appointed by the Board

from time to time to oversee compliance matters in accordance with Rule 212. 7

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CEA

The term “CEA” means the Commodity Exchange Act, as amended. CEO or Chief Executive Officer

The term “CEO” or “Chief Executive Officer” means the individual appointed by the Board

from time to time to serve as chief executive officer of the Company. CFTC

The term “CFTC” means the Commodity Futures Trading Commission and includes any

successor agency or authority. CFTC Regulation

The term “CFTC Regulation” means any rule, regulation, order or directive and any

published interpretation thereof adopted or promulgated from time to time by the CFTC. Cleared Error Swap

The term “Cleared Error Swap” has the meaning given that term in Rule 1005(b)(ii). Cleared Swap

The term “Cleared Swap” means a Swap that is required to be cleared by a DCO pursuant

to Section 2(h)(1) of the CEA and CFTC Regulation 50.2 or is otherwise designated by or

on behalf of the parties to be submitted to a DCO for clearing, including a New Swap/Old

Terms or New Swap/Corrected Terms, including any such Swap that is rejected from

clearing by the applicable DCO. Clearing Customer

The term “Clearing Customer” means a Person (i) clearing Swaps through a Clearing

Member as a customer of such Clearing Member, or (ii) clearing Swaps through an

affiliated Clearing Member acting as agent for such Person. Clearing Member

The term “Clearing Member” means, with respect to a given Swap, a member of a DCO

that is authorized pursuant to the rules of the DCO to clear trades in such Swap for its own

account, or on behalf of a Clearing Customer, as applicable, as may be permitted under

these Rules and the rules of such DCO. Clearing Member Relationship Agreement

The term “Clearing Member Relationship Agreement” has the meaning given that term in

Rule 1003. Clearing Privileges

The term “Clearing Privileges” means the rights granted to a Clearing Member to clear

Cleared Swaps executed on or pursuant to the Rules of the SEF, for such Clearing

Member’s own account or on behalf of its Clearing Customer.

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Client Account

The term “Client Account” means a Person that has granted investment discretion to an

Account Manager to trade on its behalf. CLOB or Central Limit Order Book

The term “CLOB” or “Central Limit Order Book” means the SEF functionality that matches

and executes Orders on an automated basis in accordance with Rule 404.A(d) and in

accordance with CFTC Regulation 37.3(a)(3). Company

The term “Company” means DW SEF LLC. Company Official

The term “Company Official” means any Officer of, or individual employed directly by, the

Company or any individual rendering similar services to the Company under a Regulatory

Services Agreement. Control

The term “Control,” including the terms “Controlling,” “Controlled by” and “under common

Control with,” means the possession, direct or indirect, of the power to direct or cause the

direction of the management and policies of a Person, whether through the ownership of

securities or otherwise. Cross Trade

The term “Cross Trade,” means a Required Transaction in which an Introducing Agent acts

as agent for a Trading Customer on one side of the transaction and as principal, or as

agent for another Trading Customer, on the other side of the transaction, in either case

following Pre-Execution Communication. DCO or Derivatives Clearing Organization

The term “DCO” or “Derivatives Clearing Organization” has the meaning given that term in

Section 1a(15) of the CEA and, as used in these Rules, means any derivatives clearing

organization that is registered or exempt from registration as such with the CFTC, that a

Participant or Trading Customer may designate to provide clearing services for one or

more Swaps traded pursuant to these Rules. DCO Rejected Swap

The term “DCO Rejected Swap” has the meaning given that term in Rule 1005(b)(i). Designated Contact

The term “Designated Contact” means an individual, designated by a Participant pursuant

to Rule 416, with authority to act on behalf of such Participant, as applicable. Disciplinary Offense

The term “Disciplinary Offense” shall have the meaning set forth in Rule 210. Disciplinary Panel

The term “Disciplinary Panel” means the panel appointed pursuant to Rule 710 to conduct

hearings in connection with disciplinary proceedings (other than summary impositions of

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fines pursuant to Rule 717), to make findings, render decisions, and impose sanctions

pursuant to Chapter 7 of the Rules. DW Match Price

The term “DW Match Price” has the meaning given that term in Rule 404.A(e)(i). DW Match Procedures

The term “DW Match Procedures” has the meaning given that term in Rule 404.A(e)(v). DW Match Trading Facility

The term “DW Match Trading Facility” means the SEF functionality through which

Participants and Trading Customers execute DW Match Transactions in accordance with

Rule 404.A(e). DW Match Trading Session

The term “DW Match Trading Session” means a trading session conducted on the DW

Match Trading Facility in accordance with Rule 404.A(e). DW Match Transaction

The term “DW Match Transaction” has the meaning given that term in Rule 404.A(e)(i). Electronic Access

The term “EA” or “Electronic Access” means electronic access to the SEF’s Order and

execution functionality through direct electronic connection of a Trading Customer

designated by an Introducing Agent pursuant to Rule 304. Such Trading Customer with

Electronic Access is an “EA Trading Customer” for purposes of these Rules. Eligible Contract Participant

The term “Eligible Contract Participant” has the meaning given that term under

Section 1a(18) of the CEA and CFTC Regulations thereunder. Emergency

The term “Emergency” has the meaning given that term in Rule 412(a). Exchange Act

The term “Exchange Act” means the Securities Exchange Act of 1934, as amended. Execution Specialist

The term “Execution Specialist” means a Company employee responsible for assisting

Participants and Trading Customers submitting Intermediated Crosses, Voice RFQs, Block

Trades, Package Transactions and New Swaps/Old Terms or New Swaps/Corrected

Terms by soliciting, obtaining and transmitting responses to such transactions from other

Participants or Trading Customers. Final Decision

The term “Final Decision” shall have the meaning set forth in Rule 210.

Independent Software Vendor or ISV

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The term “Independent Software Vendor” or “ISV” means a Person that makes available to

Participants or Trading Customers a system or platform offering smart order routing,

front-end trading applications, an aggregator platform or a combination of the foregoing but

that does not provide Participants or Trading Customers the ability to effect transactions on

such system or platform.

Intermediated Cross

The term “Intermediated Cross” has the meaning given in Rule 404.C.

Introducing Agent

The term “Introducing Agent” means a Participant (other than a Person acting as an

Account Manager) that is a futures commission merchant or introducing broker registered

with the CFTC, or any person that is exempt from such registration (or not required under

Applicable Law to so register), and that submits Orders, Intermediated Crosses, Voice

RFQs, responds to Voice RFQs, or executes Block Trades, Package Transactions, Cross

Trades, New Swaps/Old Terms or New Swaps/Corrected Terms, on behalf of one or more

disclosed Trading Customers as agent, or designates a Trading Customer pursuant to Rule

304. In the case of a Package Transaction one or more component(s) of which is(are) a

Security(ies), the term means a Participant that is an Introducing Agent and is also

registered with the SEC as a broker-dealer.

Investigation Report

The term “Investigation Report” has the meaning given that term in Rule 703. LLC Agreement

The term “LLC Agreement” means the Limited Liability Company Agreement of DW SEF

LLC, dated as of June 17, 2013, as amended, supplemented or otherwise modified from

time to time. Manager

The term “Manager” means any member of the Board. Market Data

The term “Market Data” means any and all data and other information submitted for entry

into the SEF relating to Orders, Voice RFQs, responses to Voice RFQs or Swaps

transacted pursuant to these Rules, including (i) the price and quantity data from any and

all transactions executed pursuant to these Rules and the times at which such transactions

were submitted and executed, (ii) information on bids and offers (including the time at

which such data or information was submitted to or generated by the SEF), and (iii) any

other data contained in, derived from or related to such information, volume information,

the format and presentation of any such data or information, and transmissions, publications or disseminations of such data or information to Participants, Trading

Customers, Authorized Users, Market Data Vendors and other persons with whom the

Company has a written agreement related thereto. Market Data Vendors

The term “Market Data Vendors” means one or more vendors of financial market

information which have entered into agreements with the Company to distribute Market

Data.

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Market Regulation Team

The term “Market Regulation Team” means the CCO and the individuals under the

supervision of the CCO who are responsible for enforcing these Rules and conducting

investigations of alleged violations of these Rules. As the term is used herein, the Market

Regulation Team includes: (i) the Company’s compliance staff dedicated to enforcing these

Rules and performing services directly related to the Company’s compliance with

Applicable Law; (ii) employees of other divisions of the Company or its Affiliates who have

certain regulatory responsibilities with respect to the Company; and (iii) the staff of a

Regulatory Services Provider providing services to the Company pursuant to a Regulatory

Services Agreement. Message Traffic

The term “Message Traffic” means electronic transmissions of Orders, Order Conditions, Order modifications, Cancel Orders, Cancel Replace Orders, Voice RFQs, responses to

Voice RFQs, trade reports and other messages entered into the SEF by or through a

Participant, Authorized User, or Trading Customer, as applicable, or sent to or through a

Participant, Authorized User, or Trading Customer, as applicable, by the Company. Depending on the context, Message Traffic may refer to one-way or two-way

transmissions. New Swap/Old Terms

The term “New Swap/Old Terms” has the meaning given that term in Rule 1005(b)(iii). New Swap/Corrected Terms

The term “New Swap/Corrected Terms” has the meaning given that term in Rule

1005(b)(iv). NFA

The term “NFA” means the National Futures Association. Nominating Committee

The term “Nominating Committee” means the committee of the Board constituted pursuant

to Rule 203. Notice to Participants

The term “Notice to Participants” means a communication sent by or on behalf of the

Company to all Participants as described in Rule 310. Officer

The term “Officer” means any officer of the Company. Order

The term “Order” means an actionable firm bid or offer for a Swap (i) displayed in an Order

Book, (ii) transmitted in response to a Voice RFQ, (iii) transmitted by acceptance of a

response to a Voice RFQ or (iv) any modification thereof. The term “Order” does not

include a Voice RFQ request nor a response to a Voice RFQ that is not an actionable firm

bid or offer. Order Book

The term “Order Book” means the Central Limit Order Book or the DW Match Trading

Facility. 12

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Order Condition

The term “Order Condition” means a condition applicable to an Order as described from

time to time by Notice to Participants pursuant to Rule 310. Order Type

The term “Order Type” means a type of Order as described from time to time by Notice to

Participants pursuant to Rule 310. Owner

The term “Owner” means any person or entity holding an ownership interest in the

Company or defined as a “Member” in the LLC Agreement. Package Transaction

The term “Package Transaction” means a transaction involvingconsisting of two or more

instruments: (i) that iscomponent transactions executed between two or more

counterparties; (ii) that is priced or quoted as one economic transaction with simultaneous

or near simultaneous execution of all components; (iii) that has where (i) at least one

component that is a Swap that is made available to trade and thereforetransaction is

subject to the CEAtrade execution requirement by Section 2(h)(8) trade execution

requirement; and (iv) where theof the CEA; (ii) execution of each component transaction is

contingent upon the execution of all other component transactions; and (iii) the component

transactions are priced or quoted together as one economic transaction with simultaneous

or near-simultaneous execution of all components. Participant

The term “Participant” means any Person that has been granted Trading Privileges under

these Rules and who may permit Authorized Users of such Participant to exercise such

Trading Privileges pursuant to the Rules. Except as expressly permitted in these Rules, a

Participant may not be an ISV or automated trading system (based on a Person’s function, not legal entity affiliation). A Participant does not include an Authorized User, Client

Account, Clearing Customer or Trading Customer when acting in any such capacity. Participant Data

The term “Participant Data” means any and all data and other information (i) submitted to

the Company by or through a Participant or a Participant’s Trading Customer and (ii)

regarding any and all Orders, Voice RFQs or responses to Voice RFQs of such Participant

or a Trading Customer of such Participant, in each case acting on its own behalf or on

behalf of a Client Account. Participant Documentation

The term “Participant Documentation” means such agreements, addenda or amendments

(and any schedules or adopted protocols related thereto) as required from time to time by

the Company to be executed by a Participant for such Participant to obtain or maintain

Trading Privileges on the SEF. Participation Committee

The term “Participation Committee” means the committee of the Board constituted pursuant

to Rule 204. Permitted Package Transaction

The term “Permitted Package Transaction” means any Package Transaction eligible for

relief from CFTC Regulation 37.9 under CFTC No-Action Letter No. 14-137 (Extension of

No-Action Relief from the Commodity Exchange Act Sections 2(h)(8) and 5(d)(9) and from

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Commission Regulation § 37.9 and Additional No-Action Relief for Swap Execution

Facilities from Commission Regulation § 37.3(a)(2) for Swaps Executed as Part of Certain

Package Transactions) (Nov. 10, 2014) or under any subsequent temporary or permanent

CFTC rule, guidance or other action (including CFTC No-Action Letter 17-55 (Extension of

No-Action Relief from Sections 2(h)(8) and 5(d)(9) of the Commodity Exchange Act and

from Commission Regulations 37.3(a)(2) and 37.9 for Swaps Executed as Part of Certain

Package Transactions) (Oct. 31, 2017) (expiring Nov. 15, 2020)).(c)(2) and at least one of

the components falls within one of the following categories: (i) exclusively within the

Commission’s jurisdiction and is not subject to the clearing requirement (“MAT/Non-MAT

Uncleared”); (ii) is MAT/Non-Swap Instrument package transactions (“MAT/Non-Swap

Instrument”); or (iii) for which the CFTC does not have exclusive jurisdiction, e.g., a mixed

swap (“MAT/Non-Exclusive CFTC Swap”). Permitted Transaction

The term “Permitted Transaction” means any transaction not involving a Swap that is

required by Section 2(h)(8) of the CEA to be executed on, or pursuant to the rules of, a

swap execution facility or a designated contract market. Person

The term “Person” means any natural person, association, partnership, limited liability

company, joint venture, trust or corporation. Pre-Execution Communication

The term “Pre-Execution Communication” means a communication between two Persons

for the purpose of establishing the terms of an Order for a Swap prior to execution of the

Swap on the SEF, including any communication that involves pre-determination of the size, side of market, or price of such an Order; provided that any communication between two

Persons that involves an agreement between the parties to a Swap that legally binds the

parties to such Swap shall not be considered a Pre-Execution Communication. Proprietary Information

The term “Proprietary Information” has the meaning given that term in Rule 1104(e). Public Director

The term “Public Director” means a director of the Company with the qualifications

described in Rule 209. Regulatory Oversight Committee

The term “Regulatory Oversight Committee” means the committee of the Board constituted

in accordance with Rule 205. Regulatory Services Agreement

The term “Regulatory Services Agreement” means the agreement, if any, pursuant to which

the Company delegates certain of its market surveillance and trade practice surveillance

functions to a Regulatory Services Provider. Reporting Counterparty

The term “Reporting Counterparty” means, for purposes of these Rules and Part 45 of

CFTC Regulations, the party to a transaction executed on the SEF or otherwise pursuant to

these Rules that is designated as such pursuant to Rule 616.

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Required Swap Continuation Data

The term “Required Swap Continuation Data” has the meaning given that term in CFTC

Regulation 45.1. Required Swap Creation Data

The term “Required Swap Creation Data” has the meaning given that term in CFTC

Regulation 45.1. Required Transaction

The term “Required Transaction” means any transaction involving a Swap that is required

by Section 2(h)(8) of the CEA to be executed on, or pursuant to the rules of, a swap

execution facility or a designated contract market. Risk-Based Limit

The term “Risk-Based Limit” means any credit, trading or other limit established by a

Clearing Member pursuant to CFTC Regulation 1.73(a)(1) or CFTC Regulation 23.609 and

in a manner consistent with the terms of the Clearing Member Relationship Agreement and

these Rules. RSP or Regulatory Services Provider

The term “RSP” or “Regulatory Services Provider” means the organization, if any, which

provides regulatory services to the Company pursuant to a Regulatory Services

Agreement. Rule

The term “Rule” means any rule adopted or amended, from time to time, by the Company

related to or in respect of the operation of, or business conducted on, the SEF. SB Swap

The term “SB Swap” means security-based swap as defined in the Exchange Act and SEC

Regulations and, as used in these Rules, refers solely to transactions (including Orders) in

SB Swaps that are made or to be made on the SEF or pursuant to these Rules. SDR or Swap Data Repository

The term “SDR” or “Swap Data Repository” means any swap data repository registered

with the CFTC to which the Company may select to report, as required by and in

accordance with the CEA and CFTC Regulations, the terms of each Swap executed

pursuant to these Rules. Security

The term “Security” has the meaning given that term under Section 3(a)(10) of the

Exchange Act. SEC

The term “SEC” means the Securities and Exchange Commission and includes any

successor agency or authority.

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SEC Regulation

The term “SEC Regulation” means any rule, regulation, order or directive and any

interpretation thereof adopted from time to time by the SEC. SEF or Swap Execution Facility

The term “SEF” or “Swap Execution Facility” means the swap execution facility operated by

the Company and registered as such with the CFTC. Settlement Agreement

The term “Settlement Agreement,” shall have the meaning set forth in Rule 210. Standing Committee

The term “Standing Committee” means each of the Nominating Committee, the

Participation Committee and the Regulatory Oversight Committee. In the event and to the

extent that the Company registers with the SEC as a SB Swap execution facility, the term

also includes the Swap Review Committee. Swap

The term “Swap” has the meaning given that term in Section 1a(47) of the CEA and in the

CFTC Regulations promulgated thereunder (without regard to any determination by the

Secretary of the Treasury pursuant to Section 1b of the CEA) and, as used in these Rules, refers solely to transactions in Swaps (including Orders) that are made or to be made on

the SEF or pursuant to these Rules. Swap Review Committee

The term “Swap Review Committee” means the committee constituted pursuant to Rule

206. Terms Incorporated by Reference

The term “Terms Incorporated by Reference” has the meaning given that term in Rule

1101(c)(i). Trade Communication

The term “Trade Communication” has the meaning given that term in Rule 1101(c)(i). Trading Customer

The term “Trading Customer” means a Person authorized to enter Orders or Voice RFQs, respond to Voice RFQs or submit Block Trades, Package Transactions, Cross Trades, New Swaps/Old Terms or New Swaps/Corrected Terms either through an Introducing

Agent as that Introducing Agent’s customer or having been designated in accordance with

Rule 304. A Trading Customer may either be acting as a principal or as an Account

Manager acting on behalf of one or more Client Accounts; provided that the term “Trading

Customer” shall not include any such Client Accounts. Trading Hours

The term “Trading Hours” means, with respect to any Swap, the hours during which the

SEF is regularly open for the trading of such Swap. Trading Privileges

The term “Trading Privileges” means the rights granted to a Participant or a Trading

Customer with Electronic Access to enter Orders or Voice RFQs, respond to Voice RFQs, 16

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submit Block Trades, Package Transactions, Cross Trades, New Swaps/Old Terms or New

Swaps/Corrected Terms, and otherwise effect Swap transactions whether directly or

indirectly (including through an ISV), on or pursuant to the Rules of the SEF, either on its

own behalf, on behalf of, or as Introducing Agent for, Trading Customers or Client

Accounts. For the avoidance of doubt, a Trading Customer (other than a Trading

Customer with Electronic Access) shall not be deemed to have Trading Privileges solely on

the basis of engaging in the foregoing activity through an Introducing Agent. Uncleared Swap

The term “Uncleared Swap” means a Swap other than a Cleared Swap. Underlying Instrument

The term “Underlying Instrument” means, with respect to a Swap, the good, right, security,

index or other asset or measure which is the subject of that Swap. User ID

The term “User ID” means a unique identification number assigned by the Company to an

Authorized User. Voice RFQ

The term “Voice RFQ” means a request for quote received and handled by an Execution

Specialist in accordance with Rule 404.B. Work-Up Protocol

The term “Work-Up Protocol” means a CLOB trading protocol adopted by the Company

pursuant to Rule 404.A(d)(i) through which Participants and Trading Customers may join a

time-limited session to trade an additional quantity of a Swap at the price at which that

Swap was executed through the CLOB immediately prior to commencement of the session. Work-Up Session

The term “Work-Up Session” means the time-limited trading session described in the

Work-Up Protocol. 102. Rules of Interpretation

For all purposes of these Rules, except as otherwise expressly provided herein or unless the

context otherwise requires:

(a) the terms defined in these Rules include the plural as well as the singular and vice versa;

(b) words importing gender include all genders;

(c) any reference to a Chapter, Rule or Appendix refers to a Chapter or Rule of, or Appendix

to, these Rules;

(d) any reference to these Rules refers to these Rules, including all Appendices hereto, and

the words herein, hereof, thereto, hereto and hereunder and words of similar import refer

to these Rules and their Appendices as a whole and not to any particular Chapter, Rule, Appendix or any other subdivision;

(e) references to days, months and years refer to calendar days, months and years, respectively;

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(f) all references herein to “including” are deemed to be followed by the words “without

limitation;” and

(g) any term used but not defined herein that is defined in the CEA or CFTC Regulations

(including without limitation in CFTC Regulation 1.59) shall have the meaning assigned

to it therein. 103. Effect of Titles

The titles of these Rules have been inserted for convenience of reference only and shall not

affect the meaning of these Rules. 104. Amendment of Rules

The Board may adopt new Rules and may amend or repeal existing Rules. All such new Rules, amendments or repeals shall become effective on the date specified by the Board or its designee

(subject to any required filing with, or approval thereof by, the CFTC). 105. Security-Based Swaps

In the event and to the extent that the Company registers with the SEC as a SB Swap execution

facility, all references in these Rules to:

(a) “CEA” shall be deemed additionally to include the Exchange Act;

(b) “CFTC Regulations” shall be deemed additionally to include SEC Regulations;

(c) “DCO” shall be deemed additionally to include any securities clearing agency registered

under the Exchange Act that accepts for clearing one or more SB Swaps transacted on

the SEF or pursuant to these Rules;

(d) “SDR” shall be deemed additionally to include any SB Swap data repository as defined in

the Exchange Act and SEC Regulations that the Company may select to report, as

required by and in accordance with the Exchange Act, the terms of SB Swaps executed

pursuant to these Rules;

(e) “SEF” shall be deemed additionally to include the SB Swap execution facility operated or

to be operated by the Company and registered or to be registered with the SEC; and

(f) “Swap” shall be deemed additionally to include any SB Swap.

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19

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Chapter 2. GOVERNANCE

201. Board of Managers

(a) The business and affairs of the Company shall be managed by the Board in accordance

with the LLC Agreement. (b) At all times following the appropriate compliance date of the CFTC Regulations

applicable to the Company’s governance as a SEF, the members of the Board shall

include no fewer than the minimum number or percentage of Public Directors

1

required by

such CFTC Regulations. Each Public Director shall be elected in accordance with the

LLC Agreement, and shall serve for a term of two years from the date of his election (or

the remainder of any Public Director term to which he is elected as a replacement) and

until his successor is duly appointed, or until his earlier resignation, removal for cause or

dismissal pursuant to the LLC Agreement. (c) The compensation of Public Directors and other non-executive members of the Board

shall not be linked to the business performance of the Company. 202. Standing Committees

(a) As described in Chapter 2 of these Rules, the Board, if required by CFTC Regulations, shall have at least the three following Standing Committees: the Nominating Committee,

the Participation Committee and the Regulatory Oversight Committee. In the event that

the Company registers with the SEC as a SB Swap execution facility, the Swap Review

Committee shall also be a Standing Committee. (b) Except as otherwise specified by these Rules, the members of Standing Committees

shall be appointed in accordance with the LLC Agreement and at all times shall conform

to the requirements of Applicable Law. The Board shall designate the chairperson of

each Standing Committee. (c) Each Standing Committee shall assist in the supervision, management and control of the

affairs of the Company within its particular area of responsibility. (d) Subject to the authority of the Board and Applicable Law, each Standing Committee shall

determine the manner and form in which its proceedings shall be conducted. 203. Nominating Committee

Not later than the compliance date of the CFTC Regulations applicable to the Company’s

governance as a SEF, the Board shall designate certain of its members to serve as the

Nominating Committee which shall: (i) identify individuals qualified to serve on the Board, consistent with the criteria approved by the Board and the composition requirements of

Applicable Law; and (ii) administer a process for the nomination of individuals to the Board. At all

times following the compliance date of applicable CFTC Regulations, the Nominating Committee

shall include no fewer than the minimum number or percentage of Public Directors required by

such CFTC Regulations. If required by CFTC Regulations, one of the Public Directors shall serve

as the chair of the Nominating Committee.

1CFTC regulations refer to Public Directors, but such persons shall be Managers in accordance with the

Company’s LLC Agreement. References to Public Directors herein shall mean Managers.
204. Participation Committee

(a) Not later than the compliance date of the CFTC Regulations applicable to the Company’s

governance as a SEF, the Board shall designate certain of its members to serve as the

Participation Committee which shall:

(i) determine the standards and requirements for initial and continuing eligibility for

being a Participant;

(ii) review appeals of initial denials of Participant applications; and

(iii) review for approval any new Rules or the amendment or repeal of existing Rules

that may result in different categories of Participants receiving disparate access

to the SEF. (b) At all times following the compliance date of the CFTC Regulations applicable to the

Company’s governance as a SEF, the Participation Committee shall include no fewer

than the minimum number or percentage of Public Directors required by such CFTC

Regulations. If required by CFTC Regulations, one of the Public Directors shall serve as

the chair of the Participation Committee. (c) In reviewing appeals of initial denials of Participant applications, the Participation

Committee shall not uphold any denial if the relevant application meets the standards

and requirements that the Participation Committee has established. (d) The Participation Committee shall not, and shall not permit the Company to, restrict

access or impose burdens on access to the SEF in a discriminatory manner, within each

category or class of Participants or between similarly situated categories or classes of

Participants. 205. Regulatory Oversight Committee

(a) The Board shall designate certain of its members to serve as the Regulatory Oversight

Committee which shall:

(i) oversee the Company’s regulatory program, including trade practice and market

surveillance; audits, examinations, and other regulatory responsibilities with

respect to Participants and their Authorized Users (including ensuring

compliance with any financial integrity, financial reporting, sales practice, recordkeeping, and other requirements); and the conduct of investigations;

(ii) monitor the Company’s regulatory program for sufficiency, effectiveness and

independence;

(iii) review the size and allocation of the regulatory budget and resources, and the

number, hiring and termination, and compensation of regulatory personnel;

(iv) review the performance of the Chief Compliance Officer and make

recommendations with respect to such performance to the Board;

(v) prepare an annual report for the Board and the CFTC describing the Company’s

self-regulatory program, which sets forth the regulatory program’s expenses, describes its staffing and structure, catalogues investigations and disciplinary

proceedings taken during the year, and reviews the performance of Disciplinary

Panels, Appeals Panels and the CCO;

(vi) recommend changes to the Company’s regulatory program that would ensure

fair, vigorous, and effective regulation;

(vii) review all regulatory proposals, actions or changes prior to implementation and

advise the Board as to whether and how such proposals, actions or changes

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may affect the Company’s regulation and its conduct and governance standards;

and

(viii) exercise any other functions expressly assigned to it in these Rules. (b) Not later than the compliance date of the CFTC Regulations applicable to the Company’s

governance as a SEF and at all times thereafter, the Regulatory Oversight Committee

shall include no fewer than the minimum number or percentage of Public Directors

required by such CFTC Regulations. If required by CFTC Regulations, one of the Public

Directors shall serve as the chair of the Regulatory Oversight Committee. Each member

of the Regulatory Oversight Committee shall serve for a term of two calendar years from

the date of his appointment or for the remainder of the term to which he is appointed as a

replacement, and until the due appointment of his successor, or until his earlier

resignation or removal (as a member of the Regulatory Oversight Committee or as a

member of the Board) for cause or dismissal pursuant to the LLC Agreement. 206. Swap Review Committee

(a) In the event the Company registers with the SEC as a SB Swap execution facility, the

Board shall designate certain of its members and Authorized Users of Participants to

serve as the Swap Review Committee. In making such appointments, the Board shall

provide for the fair representation of Participants and shall endeavor to ensure that no

single class of Participant dominates such Committee. In general, the Swap Review

Committee shall determine the SB Swaps that the Company will list for trading and the

SB Swaps that will be delisted from trading pursuant to criteria established by the

Company. More specifically, the Swap Review Committee shall:

(i) determine, after taking into account all of the terms and conditions of a SB Swap

and the markets for such swap and any relevant underlying securities, whether

such SB Swap is readily subject to manipulation prior to the initiation of trading of

any SB Swap; and

(ii) review on a quarterly basis each SB Swap executed pursuant to these Rules to

determine whether the trading characteristics of such SB Swap justify a change

to the SB Swap execution facility for such SB Swap. In making this

determination, the Swap Review Committee shall consider whether (A) the

liquidity in each SB Swap is at an appropriate level for the SB Swap execution

facility and (B) such SB Swap would be more suited for trading on a different

type of platform. The results of the foregoing reviews shall be reported promptly

to the Chief Compliance Officer and annually to the Regulatory Oversight

Committee. (b) At all times following the compliance date of applicable SEC Regulations, the Swap

Review Committee shall meet the composition requirements prescribed by such SEC

Regulations. 207. Reporting to the CFTC

If the Board rejects a recommendation or supersedes an action of the Regulatory Oversight

Committee or the Participation Committee, the Company shall submit a written report to the

CFTC detailing: (i) the recommendation of or action proposed to be taken by the Regulatory

Oversight Committee or the Participation Committee; (ii) the rationale for such recommendation

or action; (iii) the rationale of the Board for rejecting such recommendation or superseding such

action; and (iv) the course of action that the Board decided to take contrary to such

recommendation or action.

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208. Additional Committees and Panels

(a) The Board may create such additional committees of the Board as it may deem

necessary or advisable. (b) In addition to the Standing Committees, the Board may from time to time constitute and

appoint, by rule or resolution, special committees of the Board and designate their

composition, responsibilities and powers. The provisions regarding Standing Committees

in Rule 202 shall apply mutatis mutandis to any such special committees. (c) The Company may create additional committees or panels of the Company for such

purposes as may from time to time be necessary or advisable. Members of each such

committee or panel may be members of the Board, Participants (if individuals) or any of

their Authorized Users or such other individuals as may be qualified to serve on such

committee or panel. (d) Each Disciplinary Panel and Appeals Panel will include sufficiently different membership

interests so as to ensure fairness and to prevent special treatment or preference for any

person in the conduct of such panel’s responsibilities. 209. Public Director Qualifications

To serve as a Public Director of the Board and any of the Standing Committees as and when

may be required by applicable CFTC Regulations and Rules 201 through 205 above, an

individual must meet the qualifications of a Public Director specified by such CFTC Regulations,

the CEA and other Applicable Law in effect for the period of such service. 210. Eligibility

(a) No Person may serve as a Manager, Officer or member of a Standing Committee, Disciplinary Panel or Appeals Panel if the Person:

(i) was found within the past three years by a Final Decision of a self-regulatory

organization, an administrative law judge, a court of competent jurisdiction or the

CFTC to have committed a Disciplinary Offense;

(ii) entered into a Settlement Agreement within the past three years in which any of

the findings or, in absence of such findings, any of the acts charged, included a

Disciplinary Offense;

(iii) is currently suspended from trading on any contract market, is suspended or

expelled from membership with any self-regulatory organization, is serving any

sentence of probation or owes any portion of a fine imposed pursuant to either

(A) a finding by a Final Decision of a self-regulatory organization, an

administrative law judge, a court of competent jurisdiction or the CFTC that such

person committed a Disciplinary Offense, or (B) a Settlement Agreement in

which any of the findings or, in absence of such findings, any of the acts

charged, included a Disciplinary Offense;

(iv) is currently subject to an agreement with the CFTC or any self-regulatory

organization not to apply for registration with the CFTC or membership in such

self-regulatory organization;

(v) is currently subject to or has had imposed on him within the past three years a

CFTC registration revocation or suspension in any capacity for any reason, or

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has been convicted within the past three years of any of the felonies listed in

Section 8a(2)(D)(ii) through (iv) of the CEA; or

(vi) is currently subject to a denial, suspension or disqualification from serving on a

disciplinary committee, arbitration panel or governing board of any

self-regulatory organization as that term is defined in Section 3(a)(26) of the

Exchange Act. (b) Upon the occurrence of an event listed in this Rule 210 with respect to a Manager, Officer or member of a Standing Committee, Disciplinary Panel or Appeals Panel, such

Person shall disclose the occurrence of such event to the Chief Compliance Officer or

his designee. (c) For purposes of this Rule 210, the terms “Disciplinary Offense,” “Final Decision,” and

“Settlement Agreement” shall have the meanings set forth in CFTC Regulation 1.63. 211. Officers

The Board shall appoint a Chief Executive Officer, a President, a Chief Administrative Officer, a

Chief Compliance Officer and such other officers of the Company as it may deem necessary or

appropriate from time to time, in each case for such term and on such other conditions as it sees

fit. Any Officer may also be a member, manager, director, officer, partner or employee of the

Company or any of its Affiliates. 212. Chief Compliance Officer

(a) The Board shall designate an individual to serve as the Chief Compliance Officer

(“CCO”) of the Company. The CCO shall:

(i) report directly to the Chief Executive Officer;

(ii) oversee and review the Company’s compliance with the Core Principles set forth

in Section 5h of the CEA and Part 37 of the CFTC Regulations;

(iii) resolve, in consultation with the Board, the Regulatory Oversight Committee or

the Chief Executive Officer, any conflicts of interest that may arise, including:

(A) conflicts between business considerations and compliance requirements,

including the requirement that the Company provide fair, open and

impartial access in accordance with CFTC Regulation 37.202; and

(B) conflicts between the Company’s management and members of the Board;

(iv) establish and administer written policies and procedures reasonably designed to

prevent violations of the CEA and CFTC Regulations;

(v) take reasonable steps to ensure compliance with the CEA and CFTC

Regulations;

(vi) if applicable, monitor compliance with provisions of the Exchange Act and SEC

Regulations thereunder applicable to SB Swap transactions on the SEF;

(vii) establish procedures for the remediation of noncompliance issues identified by

the CCO through compliance office reviews, look-backs, internal or external

audit findings, self-reported errors or validated complaints;

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(viii) establish and follow appropriate procedures for the handling, management

response, remediation, retesting, and closing of noncompliance issues;

(ix) establish and administer a compliance manual designed to promote compliance

with the applicable laws, rules, and regulations and a written code of ethics

designed to prevent ethical violations and to promote honesty and ethical

conduct;

(x) supervise the Company’s self-regulatory program with respect to trade practice

surveillance, market surveillance, real-time market monitoring, compliance with

audit trail requirements, enforcement and disciplinary proceedings, audits, examinations, and other regulatory responsibilities with respect to Participants, Authorized Users, Trading Customers, Clearing Members or other Persons using

any of the Participant’s User IDs, and all other Persons subject to the jurisdiction

of the SEF under Rule 301, and, in addition to the foregoing in this Rule

212(a)(x), exercise supervisory authority over all staff acting at the direction of

the CCO;

(xi) provide any information regarding the Company’s self-regulatory program that is

requested by the Board of the Regulatory Oversight Committee;

(xii) supervise the effectiveness and sufficiency of any regulatory services provided

to the Company by the Regulatory Service Provider in accordance with CFTC

Regulation 37.204; and

(xiii) prepare the Company’s annual compliance report in accordance with CFTC

Regulation 37.1501. (b) No individual disqualified from registration pursuant to Section 8a(2) or 8a(3) of the CEA

may serve as CCO. 213. Confidentiality

No Company Official, member of the Board, any committee established by the Board, or any

Disciplinary Panel or Appeals Panel shall use or disclose any material, non-public information

(as defined in CFTC Regulation 1.59(a)) obtained in connection with the performance of his

official duties for any purpose other than the performance of such official duties. 214. Conflicts of Interest

(a) Definitions. For purposes of this Rule 214, the following definitions shall apply:

(i) The term “member’s affiliated firm” shall mean a firm in which a member of the

relevant deliberating body is an employee, an “associated person,” as defined in

CFTC Regulation 1.3(aa), or a “principal,” as defined in CFTC Regulation 3.1(a). (ii) The term “named party in interest” shall mean a Person or entity that is identified

by name as a subject of any matter of a Rule enforcement or any disciplinary

matter or appeal being considered by the Board, a disciplinary committee or

oversight panel. (iii) The term “significant action” shall mean any action taken by the Company,

including without limitation a change of any Rule, to address an Emergency. (b) Named Party in Interest Conflict. 24

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(i) Prohibition. No Officer or member of the Board, Standing Committee, Disciplinary Panel or Appeals Panel shall knowingly participate in deliberations

or voting in any matter involving a named party in interest where such person:

(A) is a named party in interest;

(B) is an employer, employee or fellow employee of a named party in

interest;

(C) has any other significant, ongoing business relationship with a named

party in interest, excluding relationships limited to executing Swaps

opposite each other or to clearing Swaps through the same Clearing

Members;

(D) has a family relationship with a named party in interest. For purposes of

this paragraph (b)(i)(D), the term “family relationship” shall mean with

respect to a Person, such Person’s spouse, former spouse, parent, stepparent, child, stepchild, sibling, stepbrother, stepsister, grandparent, grandchild, uncle, aunt, nephew, niece or in-law;

(E) has a direct and substantial financial interest in the result of the

deliberations or vote based upon trades or positions that could

reasonably be expected to be affected by such Company Proceeding or

Emergency. A direct and substantial financial interest includes (but is

not limited to) trades and positions in accounts of, controlled by, or

Affiliated with the Interested Person that could reasonably be expected

to be affected by such deliberations or vote; or

(F) has a conflict between the exercise of the authority by the Director, Officer, member of any Committee, Disciplinary Panel Member or

Appeal Panel Member concerning such Company Proceeding or

Emergency and his or her personal interests due to any other

circumstances. (ii) Chief Compliance Officer Recusal. Where the Chief Compliance Officer’s

participation in deliberations or voting would be prohibited pursuant to

paragraphs (b)(i) or (c)(i) of this Rule 214, the Chief Compliance Officer shall

recuse himself from such deliberation or vote giving rise to the conflict, and the

Board shall appoint an individual without such conflict and meeting to the

greatest extent practicable the requirements of a Chief Compliance Officer to

serve as Chief Compliance Officer for the specific deliberation or vote giving rise

to the conflict. (iii) Disclosure. Prior to consideration of any matter involving a named party in

interest, each member of the deliberating body shall disclose to the Chief

Compliance Officer, or his designee, whether such member has or believes that

he may have one of the relationships listed in paragraph (b)(i) with a named

party in interest. (iv) Procedure and Determination. The Chief Compliance Officer, or his designee, shall determine whether any member of the relevant deliberating body is subject

to a conflicts restriction under this Rule 214. Such determination shall be based

upon a review of the following information:

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(A) any information provided by such member pursuant to paragraph (b) (iii)

and any additional information requested by the Chief Compliance

Officer or his designee; and

(B) any other relevant information that is held by the Company or obtained

from a reasonably available source that the Chief Compliance Officer or

his designee reasonably believes to be accurate. (c) Financial Interest in a Significant Action Conflict. (i) Prohibition. No Officer or member of the Board, Standing Committee, Disciplinary Panel or Appeals Panel shall participate in deliberations and voting

on any significant action if such person knows or reasonably should know that he

or she has a direct or indirect substantial financial interest in the result of the

deliberation or vote, based upon positions in Swaps or related Underlying

Instruments that could reasonably be expected to be affected by the significant

action under consideration, as determined pursuant to this paragraph (c). (ii) Disclosure. Prior to consideration of any significant action, each member of the

deliberating body who does not choose to abstain from deliberations and voting

may disclose to the Chief Compliance Officer, or his designee, any information

that may be relevant to a determination of whether such member has a direct

and substantial financial interest in the result of the vote, including:

(A) gross positions held at the DCOs for such member’s personal accounts

or “controlled accounts,” as defined in CFTC Regulation 1.3(j);

(B) gross positions held at the DCOs in accounts of any entity in which such

member is a “principal,” as defined in CFTC Regulation 3.1(a); and

(C) any other types of positions, whether maintained at the DCOs or

elsewhere, held in such member’s personal accounts or the proprietary

accounts of such member’s Affiliated firm, that the Company reasonably

expects could be affected by the significant action. (iii) Procedure and Determination. The Chief Compliance Officer, or his designee, shall determine whether any member of the relevant deliberating body is subject

to a conflicts restriction under this paragraph (c) based upon a review of the

most recent large user reports and clearing records available to the Company,

information provided by such member with respect to positions pursuant to

clause (ii) above and any other source of information that is held by and

reasonably available to the Company that the Chief Compliance Officer or his

designee deems to be accurate, taking into consideration the exigency of the

significant action being contemplated. (iv) Deliberation Exemption. Any Officer or member of the Board, Standing

Committee, Disciplinary Panel or Appeals Panel who would otherwise be

required to abstain from deliberations and voting pursuant to this paragraph (c)

(excluding the Chief Compliance Officer) may participate in deliberations, but not

voting, if the deliberating body, after considering the factors specified below, determines that such participation would be consistent with the public interest;

provided, however, that before reaching any such determination, the deliberating

body shall fully consider any information disclosed pursuant to paragraph (c)(ii).

In making its determination, the deliberating body shall consider:

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(A) whether such member’s participation in deliberations is necessary to

achieve a quorum; and

(B) whether such member has unique or special expertise, knowledge or

experience in the matter being considered. (d) Documentation. The minutes of any meeting to which the conflicts determination

procedures set forth in this Rule 214 apply shall reflect the following information:

(i) the names of all members of the relevant deliberating body who attended such

meeting in person or who otherwise were present by electronic means;

(ii) the name of any member of the relevant deliberating body who voluntarily

recused himself or was required to abstain from deliberations or voting on a

matter and the reason for the recusal or abstention, if stated;

(iii) information that was reviewed for each member of the relevant deliberating

body, including position information in the case of a significant action conflict;

and

(iv) any determination made in accordance with paragraph (c)(iii) above. 215. Maintenance of Books and Records by the Company

(a) The Company shall keep, or cause to be kept, all books and records required to be

maintained pursuant to the CEA and CFTC Regulations, including CFTC Regulations

37.1001 (Recordkeeping) and 45.2(a) (Swap Recordkeeping). (b) The Company shall retain all such books and records for the life of each Swap

transacted pursuant to these Rules and five years following the termination of such

Swap, and shall make such books and records readily accessible for inspection, in each

case in the form and manner required under the CEA and CFTC Regulations, including

CFTC Regulations 37.1001 (Recordkeeping) and 45.2(a) (Swap Recordkeeping). (c) The Company shall report to the CFTC, in a form and manner acceptable to the CFTC, such information as the CFTC determines to be necessary or appropriate for the CFTC

to perform the duties of the CFTC under the CEA. (d) The Company may disclose, to any government agency, self-regulatory organization or

other Person, information concerning or associated with a Participant or other Person if

the Company believes such disclosure is necessary and appropriate in exercising a legal

or regulatory function, whether or not a formal arrangement governing the disclosure

exists or a request for information was made.

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Chapter 3. TRADING PRIVILEGES AND PARTICIPANTS

301. Jurisdiction

(a) ANY PERSON INITIATING OR EXECUTING A TRANSACTION ON OR SUBJECT TO

THE RULES OF THE SEF DIRECTLY OR THROUGH AN INTERMEDIARY, ANY

PERSON FOR WHOSE BENEFIT SUCH A TRANSACTION IS INITIATED OR

EXECUTED AND ANY CLEARING MEMBER WITH RESPECT TO SUCH A

TRANSACTION SHALL BE DEEMED TO CONSENT TO (I) BE BOUND BY, AND

COMPLY WITH, THE RULES AND APPLICABLE LAW, TO THE EXTENT

APPLICABLE TO IT, (II) SUBMIT TO THE JURISDICTION OF THE COMPANY WITH

RESPECT TO ANY AND ALL MATTERS ARISING FROM, RELATED TO, OR IN

CONNECTION WITH, ITS STATUS, ACTS OR OMISSIONS ON THE SEF, AND (III) TO

THE EXTENT APPLICABLE TO IT, ASSIST THE COMPANY IN COMPLYING WITH

ITS LEGAL AND REGULATORY OBLIGATIONS, COOPERATE WITH THE COMPANY

AND ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER THE

COMPANY IN ANY INQUIRY, INVESTIGATION, AUDIT, EXAMINATION OR

PROCEEDING, AND AUTHORIZE THE COMPANY OR ITS AFFILIATES TO PROVIDE

INFORMATION REGARDING THE COMPANY TO THE RSP OR ANY

SELF-REGULATORY ORGANIZATION. TO FULFILL ANY OF THE COMPANY’S

OBLIGATIONS UNDER THE RULES, APPLICABLE LAW OR THE PARTICIPANT

DOCUMENTATION. 302. Trading Privileges

(a) Subject to the requirements, procedures and conditions described in this Chapter 3 and

any limitation, restriction or revocation from time to time imposed by the Company, Trading Privileges to the SEF shall be provided solely to Participants and EA Trading

Customers. Trading Privileges are non-transferable, non-assignable and may not be sold

or leased. By virtue of obtaining Trading Privileges, a Participant or EA Trading

Customer shall not obtain any equity or other interest in the Company, including voting

rights or rights to receive any dividends or other distributions, whether arising from a

dissolution, merger, consolidation involving the Company or otherwise. (b) Subject to Rule 302(f), the Company may deny Trading Privileges to any Person:

(i) if such Person is unable satisfactorily to demonstrate a capacity to adhere to all

applicable Rules and Applicable Law;

(ii) if such Person would bring the Company into material disrepute, as determined

by the Company in its sole but reasonable discretion; or

(iii) for such other good cause as the Company reasonably and in good faith may

decide. (c) Subject to Rule 302(f), the Company may determine not to permit any Person to keep its

Trading Privileges, or may suspend, remove or limit such Trading Privileges, if, after

such Trading Privileges have been approved, the Person:

(i) fails to meet any of the qualification requirements for Trading Privileges;

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(ii) fails to meet any condition placed by the Company on such Trading Privileges;

(iii) violates any agreement with the Company or a DCO;

(iv) has summary action taken against it by the Company pursuant to Rules 717 or

718; or

(v) is sanctioned under Rule 715 for any violation of the Rules. (d) In the case of any suspension, revocation or limitation of the Trading Privileges of any

Participant or EA Trading Customer pursuant to this Rule 302 or otherwise, the

Company, in its sole discretion, may also suspend, revoke or limit the status of any

natural person as an Authorized User of such Participant or EA Trading Customer, in

each case as the Company deems necessary to protect other Participants or EA Trading

Customers and the integrity of the Company. (e) In the case of any suspension, revocation or limitation on the status of any natural

person as an Authorized User of any Participant or EA Trading Customer pursuant to this

Rule 302 or otherwise, the Company, in its sole discretion, may also suspend, revoke or

limit the Trading Privileges of such Participant or EA Trading Customer or the status of

such Participant’s or EA Trading Customer’s other Authorized Users, in each case as the

Company deems necessary to protect other Participants or EA Trading Customers and

the integrity of the Company. (f) Any decision by the Company to deny, suspend, revoke or limit the Trading Privileges of

any Person or the status of any natural person as an Authorized User will be exercised

by the Company in an impartial, transparent, fair and nondiscriminatory manner. 303. Participant Eligibility and Access to the SEF; ISV Eligibility and Access to the SEF

(a) A Person that desires to become a Participant shall:

(i) be, and represent in writing to the Company that it is an Eligible Contract

Participant;

(ii) if it is an Account Manager, represent in writing to the Company that each of its

Client Accounts is an Eligible Contract Participant;

(iii) complete and submit the Participant Documentation;

(iv) provide such information and documentation as may be reasonably requested by

the Company, and comply with the procedures established by the Company for

admission;

(v) distribute the Rules and Notices to Participants to its Authorized Users and

Trading Customers (as applicable) or cause the Rules and Notices to

Participants to be so distributed consistent with Rule 310(c); and

(vi) if such Person is organized or established under the laws of a country other than

the United States:

(A) represent and certify to the Company that it is in compliance with the

registration or authorization requirements of its home country, that it is

regulated in its home country by a financial regulatory authority with

respect to the maintenance of relevant books and records, that it is

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subject to regular inspections and examinations by such home country

regulator; and

(B) make such other representations as the Company deems necessary to

comply with Applicable Law. (b) [Reserved]. (c) A Participant that is registered as a swap dealer or major swap participant must

undertake and be able to discharge (i) on the SEF, any pre-trade disclosure it may owe

to its counterparty when engaging in a Swap transaction on a disclosed basis with that

counterparty, and (ii) off the SEF, any due diligence and analysis obligations it may owe

to its counterparty. (d) At all times, each Participant (i) must comply with all applicable eligibility criteria required

pursuant to these Rules, (ii) agrees to be identified on the Active Participant List Screen

as set out in Rule 310(d),and (iii) shall notify the Company immediately if it ceases to

meet any of such applicable eligibility criteria. (e) A Person seeking to act as an ISV may not be a Participant when acting in an ISV

capacity and must satisfy the Company’s technological integrity requirements and not

adversely affect the Company’s ability to comply with the CEA and CFTC Regulations. (f) A Person whose application for Participant status has been denied or granted

conditionally pursuant to this Rule 303, and any Participant whose access to the SEF is

revoked, suspended or limited pursuant to Rules 302 or 305, may appeal the Company’s

decision in accordance with the provisions of Chapter 7. A determination of the

Company to revoke, suspend or limit a Person’s access to the SEF pursuant to Rules

302 and 305 shall not take effect until the review procedures under Chapter 7 have been

exhausted or the time for review has expired. (g) A Person whose application to become a Participant has been denied pursuant to this

Rule 303 shall not be eligible for re-application during the six months immediately

following such denial. (h) In order to be eligible to access the SEF, an ISV must demonstrate that it can:

(i) receive market data information and present it in a understandable and useful

manner;

(ii) make available to Participants or Trading Customers a system or platform

offering smart order routing, front-end trading applications, an aggregator

platform or a combination of the foregoing; and

(iii) facilitate pre-trade credit checks for Cleared Swaps. 304. Introducing Agent Eligibility and Access to the SEF

(a) An Introducing Agent shall:

(i) Represent in writing to the Company that the Trading Customer is an Eligible

Contract Participant and, if the Trading Customer is an Account Manager, each

of such Account Manager’s Client Accounts is an Eligible Contract Participant;

(ii) Ensure that each Order, Intermediated Cross, Voice RFQ, response to a Voice

RFQ, Block Trade, Package Transaction, Cross Trade, New Swaps/Old Terms

or New Swaps/Corrected Terms submitted by the Introducing Agent on behalf of

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the Trading Customer will properly identify the underlying Trading Customer on a

pre-trade basis;

(iii) If the Trading Customer is registered as a swap dealer or major swap participant, undertake and be able to discharge, or cause the Trading Customer to discharge

in an Uncleared Swap (i) on the SEF, any pre-trade disclosure the Trading

Customer may owe to its counterparty when engaging in a Swap transaction on

a disclosed basis with that counterparty, and (ii) off the SEF, any due diligence

and analysis obligations the Trading Customer may owe to its counterparty; and

(iv) Require the Trading Customer to provide written or electronic representations

and agreements that the Trading Customer:

(A) Qualifies as an Eligible Contract Participant;

(B) If the Trading Customer is an Account Manager, represents that each of

its Client Accounts is an Eligible Contract Participant;

(C) Agrees to be bound by and comply with the Rules, to the extent

applicable;

(D) Authorizes the Company to send Trade Communications for Swaps

entered into by the Introducing Agent on behalf of the Trading Customer

to such Introducing Agent and authorizes such Introducing Agent to

accept such Trade Communications on behalf of the Trading Customer;

(E) Has clearing arrangements in place in order to permit such Trading

Customer to clear Swaps in compliance with Rule 1003 with respect to

any Cleared Swaps entered into by such Trading Customer, including, where applicable, Cleared Swaps entered into on behalf of its Client

Accounts; and

(F) Has all registrations, licenses and consents required by its constituent

documents and Applicable Law to transact in Swaps on or pursuant to

the Rules of the SEF. (b) EA Trading Customers. (i) An Introducing Agent may designate a Trading Customer for Electronic Access. The Company shall promptly grant or deny such designation pursuant to the

process set forth in this Rule 304(b). (ii) Each prospective Introducing Agent will submit or cause Trading Customers to

submit the appropriate documentation identifying for which Trading Customers

such Introducing Agent intends to designate for Electronic Access and the

identifying information of Authorized User(s) of such EA Trading Customers. (iii) The Company shall, in its sole but reasonable discretion, and acting in an

impartial, transparent, fair and nondiscriminatory manner, approve or deny an

application of a Trading Customer to have Electronic Access to the SEF through

an Introducing Agent. The Company will notify an Introducing Agent of its

approval or disapproval of the designation of a Trading Customer for Electronic

Access. (iv) The Company may, in its sole but reasonable discretion, and acting in an

impartial, transparent, fair and nondiscriminatory manner, by notice to the

relevant Introducing Agent in accordance with Chapter 7 of these Rules and

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procedures established by the Company, revoke, suspend or limit a Trading

Customer’s Electronic Access. (v) Upon the Company’s request, an Introducing Agent or the Trading Customer, as

necessary, must be able to (A) identify each natural person exercising trading

authority on behalf of an EA Trading Customer and (B) revoke, suspend or limit

the ability of any such natural person to submit Orders, Intermediated Crosses, Voice RFQs or responses to Voice RFQs on the SEF. (vi) An Introducing Agent may at any time terminate the designation for Electronic

Access of any of its Trading Customers by providing (A) prior written notice to

the relevant Trading Customer and (B) written notice of such termination to the

Company and until such time, such designation shall not be terminated (unless

otherwise terminated by the Company). (c) Each Introducing Agent shall take reasonable steps to ensure that its activities on behalf

of its Trading Customers, and the activities of its Trading Customers, related to the

Company, wherever conducted, comply with all Applicable Law. (d) To the extent necessary or required under Applicable Law, the Company shall provide all

Trade Communications for Trading Customer transactions to the Introducing Agent

acting on behalf of such Trading Customer. Any Introducing Agent that transacts on

behalf of any Trading Customer shall be responsible for ensuring that such Trading

Customer has access to all Trade Communications for the Swaps it executes on behalf

of such Trading Customer, provided, however, the foregoing shall not apply to EA

Trading Customers. 305. Authorized Users

(a) Each Participant or EA Trading Customer that is not a natural person shall appoint in

writing (via electronic mail or the Company’s authorization forms) at least one of its

employees (or, if Participant has no employees, an agent who is a natural person) to act

as an Authorized User. A Participant may also appoint additional employees, agents or

authorized contractors who are individuals to act as Authorized Users and shall specify

whether each such additional Authorized User is entitled (i) to exercise Trading

Privileges on behalf of the Participant or EA Trading Customer subject to the terms and

conditions of these Rules, or (ii) to access the SEF on “view only” basis. (b) The Company may, in its sole but reasonable discretion, and acting in an impartial,

transparent, fair and nondiscriminatory manner, revoke, suspend, or limit the status of a

Person as an Authorized User, and shall promptly notify the relevant Participant or EA

Trading Customer in accordance with the procedures established by the Company. (c) A Participant or EA Trading Customer may at any time revoke an authorization granted

by it to any Authorized User or a User ID granted to any other Person by providing

written notice of such revocation to the Company and the Company shall, as soon as is

practicable, revoke and disable such Person’s access to the SEF. A Participant or EA

Trading Customer shall take immediate and appropriate measures to ensure that, after

any such revocation, (i) the affected Authorized User shall not have access to the SEF

and (ii) the affected Person shall not utilize its User ID, and the Company shall act

promptly, but in any event within one Business Day of receiving notice from the

Participant or EA Trading Customer, to disallow the entry of Orders or Voice RFQs, responses to Voice RFQs, or submission of Block Trades, Package Transactions, Cross

Trades, New Swaps/Old Terms or New Swaps/Corrected Terms by any such Person. (d) All obligations of Participants and EA Trading Customers under these Rules shall also

apply to each of their Authorized Users, to the extent applicable, and each Participant

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and EA Trading Customer shall be responsible for the actions and omissions of each of

its Authorized Users. Each Participant and EA Trading Customer will ensure on an

ongoing basis that none of its Authorized Users is subject to a disqualification pursuant

to any Applicable Law (unless an appropriate exemption has been obtained with respect

thereto) and that each of its Authorized Users will be technically proficient in respect of

the use of the SEF. Each Participant and EA Trading Customer shall have procedures

for performing day-to-day monitoring of its Authorized Users to ensure that each will

conduct its business in a fair and equitable manner and in accordance with these Rules. (e) For purposes of these Rules, any reference to (i) the Trading Privileges of a Participant

shall also be deemed to refer and apply to the exercise of Trading Privileges by any of

such Participant’s or EA Trading Customer’s Authorized Users, (ii) a Participant or EA

Trading Customer submitting or receiving Orders, bids, offers or Message Traffic into or

from the Company or transacting in Swaps on the SEF, shall be deemed to also refer

and apply to any such actions engaged in by any Person using any of such Participant’s

or EA Trading Customer’s Trading Privileges, and (iii) the knowledge of, or matters

known to, any Participant or EA Trading Customer shall be deemed to also refer to and

include the knowledge of, or matters known to, its Authorized Users. 306. Credit Arrangements Required

A Participant or Trading Customer that is registered as a swap dealer or major swap participant

with the CFTC that executes an Uncleared Swap on or pursuant to the Rules of the SEF shall do

so only with a counterparty with which it or the underlying party(ies) on whose behalf it is

executing the Swap has established swap trading relationship documentation consistent with the

requirements of CFTC Regulation 23.504. 307. Dues, Assessments and Fees

The Company shall set and communicate in writing the times and amounts of any dues, assessments or fees to be paid by Participants, which dues, assessments or fees shall be paid to

the Company when due. If a Participant fails to pay when due any Company dues, assessments

or fees levied on such Participant, and such payment obligation remains unsatisfied for thirty

days after its due date, the Company may suspend, revoke, limit, condition, restrict or qualify the

Trading Privileges of such Participant as it deems necessary or appropriate. The provisions of

Chapter 7 (other than Rule 717) shall not apply to any such suspension, revocation, limitation, condition, restriction or qualification. 308. Continuing Application of Rules and Jurisdiction

Any Participant whose Trading Privileges are suspended, revoked or terminated, as well as any

Authorized User or EA Trading Customer whose status as such has been suspended, revoked or

terminated, shall remain bound by these Rules and Applicable Law and subject to the jurisdiction

of the Company with respect to any and all matters arising from, related to, or in connection with,

the status, acts or omissions of such Participant, Authorized User or EA Trading Customer

arising prior to such suspension, revocation or termination. Such Participant, Authorized User or

EA Trading Customer must also cooperate in respect of any disciplinary proceeding arising

under Chapter 7 as if its Trading Privileges were not suspended, revoked or terminated. 309. Recording Communications

Each of the Company and each Participant or EA Trading Customer (it being understood such

Participant or EA Trading Customer has Trading Privileges and hence would be considered a

“member” of the SEF under Section 1a(34)(B) of the CEA) shall record conversations and retain

copies of electronic communications between Officers, employees or agents of the Company, on

one hand, and Participants, Authorized Users, Trading Customers and other Persons, on the

other hand as required by Applicable Law, including CFTC Regulations 37.1001

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(Recordkeeping), 1.31 and 1.35; provided that Participants or EA Trading Customers that are

otherwise excluded or exempted from such recordkeeping obligations shall not be required to

record or retain such communications under this Rule. The RSP will have access to such

recordings or copies of electronic communications to the extent required to perform certain

regulatory services for the Company pursuant to the Regulatory Services Agreement. 310. Notices to Participants

(a) The Company shall publish a notice with respect to each addition to, modification of, or

clarification of, these Rules or of any action to implement any Rules, in a form and

manner that is reasonably designed to enable each Participant to become aware of and

familiar with, and to implement any necessary preparatory measures to be taken by it

with respect to, such addition, modification or clarification prior to the effective date

thereof (each a “Notice to Participants”). Each Notice to Participants shall be published

prior to the earlier of its filing with the CFTC or the effective date thereof, and in any

event within the time frame required under Applicable Law, including CFTC Regulations

40.5(a)(6) (Voluntary Submission of Rules For Commission Review and Approval) and

40.6(a)(2) (Self-Certification of Rules). (b) For purposes of publication in accordance with paragraph (a), it shall be sufficient

(without limiting the discretion of the Company as to any other reasonable means of

communication) if a Notice to Participants is published on the Company’s website;

provided, however, where practicable to do so, the Company shall also notify the

Participant’s Authorized Users via the SEF or electronic mail. Any Notice to Participants

shall be deemed to have been made to all Participants and Authorized Users. (c) Each Introducing Agent and Account Manager is responsible for providing relevant

Notices to Participants to each of its Trading Customers or Client Accounts, as

applicable, and the Company shall not be responsible or liable for the failure of any

Introducing Agent or Account Manager to provide Notices to Participants to any of its

Trading Customers or Client Accounts. (d) Participants that have Authorized Users logged into an Order Book with authority to

exercise Trading Privileges will be identified on a separate screen on the SEF; such

screen shall be identified as the Active Participant List Screen. (e) Nothing in this Rule shall in any way limit the authority of the Company to take action in

response to an Emergency. 311. Communications Between the Company and Participants; Communications Between the

Company and EA Trading Customers

Each Participant and EA Trading Customer must provide the Company with its current electronic

mail address and the electronic mail address of each of its Authorized Users and promptly

update each such address whenever it changes. All communications between the Company on

the one hand and the Participant or EA Trading Customer on the other hand, will be transmitted

by electronic mail (or by telephone confirmed by electronic mail) and/or posted on the SEF or on

the Company website, except as otherwise specified by the Company. Each Participant or EA

Trading Customer shall be responsible for conveying such communications to its Authorized

Users and other Persons to whom the Participant or EA Trading Customer has given its User

ID(s). Each Participant and EA Trading Customer will also be responsible for promptly reviewing

and, if necessary, responding to all electronic communications from the Company to the

Participant or EA Trading Customer, or any of its Authorized Users or any Person to whom it has

given User ID(s) assigned to it by the Company. The Regulatory Services Provider will have

access to such communications to the extent required to perform certain regulatory services to

the Company pursuant to the Regulatory Services Agreement. All communications made to a

Participant shall also be deemed to have been made to all of its Authorized Users and Trading

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Customers. All communications made to an EA Trading Customer shall also be deemed to have

been made to all of its Authorized Users. 312. Withdrawal of Participant

(a) To withdraw from the SEF, a Participant must notify the Company in accordance with

procedures established by the Company for such purpose. (b) Effective upon the date that the Company accepts the withdrawal of a Participant (which

withdrawal shall be deemed accepted upon receipt by the Company of written notice of

withdrawal), all rights and privileges of such Participant and its Authorized Users shall

terminate (including such Participant’s Trading Privileges and its Authorized Users’ ability

to access the SEF) immediately (and the Company may suspend prior to termination if

necessary to appropriately effectuate such termination). The withdrawal of a Participant

shall not affect the rights of the Company under these Rules or relieve the former

Participant of its obligation under the terms of any Swap entered into or otherwise arising

under these Rules before the effective date of such withdrawal. A Participant that has

withdrawn remains subject to these Rules, the Company requirements and the

jurisdiction of the Company for acts done and omissions made while a Participant, and

must cooperate in any disciplinary proceeding under Chapter 7 as if the withdrawn

Participant were still a Participant. 313. Financial or Other Incentive Programs

The Company may from time to time establish programs that provide Participants with financial

or other incentives for meeting trading volume, liquidity or other thresholds as may be

established by the Company, including a market making program.

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Chapter 4. TRADING STANDARDS

401. Swaps Traded on the SEF

(a) The Company shall determine which Swaps can be traded from time to time pursuant to

these Rules, provided that any determination in respect of listing a Swap for trading

pursuant to these Rules shall be submitted to the CFTC as required by the CEA and

CFTC Regulations. (b) Subject to compliance with the CEA and CFTC Regulations, Swaps traded on the SEF

may be Cleared Swaps or Uncleared Swaps. (c) The Company shall permit trading only in Swaps that are not readily susceptible to

manipulation and for which the Company has, prior to listing the Swap, submitted to the

CFTC the information required in Appendix C to Part 38 of the CFTC’s

Regulations—Demonstration of Compliance That a Contract is not Readily Susceptible

to Manipulation. The Company shall make such submission pursuant to Part 40 of the

CFTC’s Regulations. 402. Business Days and Trading Hours

The Company shall from time to time determine (a) the Business Days during any particular

calendar year and (b) the Trading Hours on such Business Days for any particular Swap

available for trading on the SEF. All time references shall be based on local time prevailing in the

City of New York, New York. Opening times start on the first second of the minute cited. Closing

times end on the last second of the minute cited. Trading Hours may vary among different types

of Swaps. The Company may from time to time adopt procedures for the opening or closing of

trading in any Swap. 403. Price Dissemination and Publication of Trading Information

(a) The Company shall directly or indirectly transmit data regarding each Swap executed

pursuant to these Rules to an SDR in the form and manner, and within the timeframe, required by the CEA and CFTC Regulations. The Company shall transmit swap

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

on the Company’s trading platform or facility, or pursuant to these Rules, to the

appropriate SDR as soon as technologically practicable after execution of the swap, in

the form and manner, and as soon as technologically practicable after execution of such

swap, and in the form and manner specified by the SDR, as required by CFTC

Regulations 37.901(a), 43.3(b)(1), 43.6, Appendixes A, B, E and F to Part 43, and 45.3. The Company may provide such swap transaction and pricing data to Participants, Trading Customers and Authorized Users no earlier than the time it transmits such

information to an SDR and in a form that does not disclose the identities, or otherwise

facilitate identification, of the parties to the Swap. Appendix A to Part 43 sets forth the

data fields required for the reporting of swap transaction and pricing data. (b) The Company shall publish information as required by CFTC Regulation 37.901(b). (c) If the Company becomes aware of an error or omission in the swap transaction and

pricing data (or Required Swap Creation Data) reported to an SDR or any swap data the

Company is required to report to an SDR, Swap counterparty, DCO or the CFTC, either

directly or by notification from either party to the Swap, the Company shall promptly

submit as soon as technologically practicable after discovery corrected data to the same

SDR, Swap counterparty, DCO or the CFTC, as applicable, in the same format as the

erroneous or omitted data was originally reported. 36

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(d) Participants that become aware of an such error or omission must promptly notify the

Company pursuant to Rule 502(b). A Trading Customer that becomes aware of an error

or omission shall report such error or omission to its Introducing Agent. The Introducing

Agent will then promptly notify the Company of the error or omission pursuant to Rule

502(b). 404. Execution of Swap Transactions

404.A. Order Books (Minimum Functionalities)

(a) Participants shall have the ability to enter Orders on an Order Book in any Swap offered

on the SEF in accordance with these Rules, for its own account, the account of any

Client Account for whom it acts as an Account Manager, or for the account of any

Trading Customer for whom it acts as an Introducing Agent. EA Trading Customers shall

have the ability to enter Orders on an Order Book in any Swap offered on the SEF in

accordance with these Rules, for its own account. Pursuant to CFTC Regulation

37.3(a)(4), the Company is not required to offer an Order Book for Permitted Package

Transaction

(b) Each Authorized User that exercises Trading Privileges shall enter Orders by electronic

transmission to the SEF and the Company shall maintain an electronic record of those

entries. Each Participant shall be responsible for any and all Orders entered by

Authorized Users and Trading Customers using User IDs assigned to the Participant by

the Company. Each EA Trading Customer shall be responsible for any and all Orders

entered by Authorized Users using User IDs provided to such EA Trading Customer by

its Introducing Agent. (c) All Orders on the SEF must contain the following information: (i) the instrument

description including the Underlying Instrument and Swap expiration date; (ii) whether

such Order is a buy or sell Order; (iii) Order Type; (iv) price; (v) notional amount; (vi) the

User ID of the person entering the Order; and (viii) such additional information as may be

prescribed from time to time by the Company, including the DCO designated to clear any

Cleared Swap resulting from the Order, the information required under Rule 414, and

Order Conditions, if any, applicable to the Order. (d) CLOB. Matching bids and offers entered into the CLOB match continuously in price then

time priority, subject to the Order Types, Order Conditions and Order priorities described

from time to time by Notice to Participants pursuant to Rule 310 and the Work-Up

Protocol. (i) The procedures established by the Company under a Work-Up Protocol for

participation in a Work-Up Session shall address: (A) the conditions for the

initiation of a Work-Up Session; (B) the duration of the Work-Up Session in

which the Work-Up Protocol is operative; (C) any priority accorded to the

counterparties participating in the Work-Up Session; and (D) the handling of any

Orders submitted during the Work-Up Session that are not executed. (ii) An Introducing Agent seeking to execute a Cross Trade must (A) in the case of

an execution by the Introducing Agent as principal against the Trading

Customer, enter the Trading Customer’s Order into the CLOB at least 15

seconds before entering its Order into the CLOB or (B) in the case of an

execution of two Trading Customers’ Orders against each other, enter the

Trading Customer whose Order it received first into the CLOB at least 15

seconds before entering the second Trading Customer’s Order into the CLOB. (e) DW Match Trading Facility. The DW Match Trading Facility is an Order Book, separate

and distinct from the CLOB, through which the SEF will run a DW Match Trading Session

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periodically upon pre-determined prior notice to Participants and Trading Customers, as

described immediately below. (i) Prior to the commencement of the DW Match Trading Session, the SEF will

publish the (A) Swap(s) (which may be a part of a Package Transaction) that

may be executed through the DW Match Trading Session (the “DW Match

Transaction”) and (B) price that the SEF has specified, based on market data

available to it, as the market clearing price for the DW Match Trading Session

(the “DW Match Price”). (ii) Participants and Trading Customers may participate in a DW Match Trading

Session by submitting an order to purchase or sell a specified notional amount of

the relevant DW Match Transaction at the DW Match Price prior to the start of

the session in accordance with the DW Match Procedures. (iii) Following commencement of the DW Match Trading Session, Participants and

Trading Customers may be permitted, in accordance with the DW Match

Procedures, to submit additional Orders for execution of the DW Match

Transaction specified by the SEF pursuant to Rule 404.A(e)(i) at the DW Match

Price. (iv) The SEF will execute the Orders submitted pursuant to Rule 404.A(e) during the

DW Match Trading Session using a pre-determined non-discretionary automated

trade matching algorithm. (v) The Company shall establish procedures for participation in DW Match Trading

Sessions (the “DW Match Procedures”), which shall address: (A) the length of

the sessions; (B) the method for determining the DW Match Price; (C) the

procedures governing Order submission before and during the session; and (D)

the methodology underlying the trade matching algorithm. The DW Match

Procedures shall not take effect until certified or approved pursuant to CFTC

Regulations. 404.B. Voice RFQ

(a) Each Authorized User may, through an Execution Specialist, initiate a Voice RFQ for

Required Transactions or Permitted Transactions. (i) Voice RFQ for Required Transactions. (A) The Execution Specialist will transmit the Voice RFQ to at least three

unaffiliated Voice RFQ recipients (which transmission the Execution

Specialist may initially make to other Execution Specialists acting for

such recipients) for one-sided (bid or offer) or two-sided (both bid and

offer) quotes for a particular Swap for a specified notional amount. For

purposes of this Rule 404.B, “unaffiliated” means a Voice RFQ recipient

that is neither an Affiliate of the Participant or Trading Customer on

whose behalf the Voice RFQ is requested nor an Affiliate of another

Voice RFQ recipient of such Voice RFQ. (B) Upon receipt by the Execution Specialist of an actionable firm bid or offer

in response to a Voice RFQ from a Voice RFQ recipient, the Execution

Specialist shall communicate to the Voice RFQ requester any bid or offer

pertaining to the same Swap resting on the CLOB together with such

response, and shall provide the Voice RFQ requester with the ability to

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(C) Upon receipt by the Execution Specialist of a response to a Voice RFQ

that is not a firm bid or offer from a Voice RFQ recipient, the Execution

Specialist shall communicate such response to the Voice RFQ

requester. (ii) Voice RFQ for Permitted Transactions. A Voice RFQ requester and/or its

Execution Specialist may select one or more Voice RFQ recipients eligible to

receive such Voice RFQ. Block Trades and Permitted Package Transactions

may also be transacted in this manner in accordance with Rules 411(d) and

411.A, respectively. (b) All Voice RFQs must contain the following information: (i) the instrument description

including the Underlying Instrument and Swap expiration date; (ii) Voice RFQ type (i.e., whether such Voice RFQ is for the purchase, sale or two-way price); (iii) notional

amount; (iv) the User ID of the person requesting the Voice RFQ; and (v) such additional

information as may be prescribed from time to time by the Company, including the DCO

designated to clear any Cleared Swap resulting from the Voice RFQ and the information

required under Rule 414. (c) Execution Specialists shall record the time of receipt of any Voice RFQ request, the

identity of Voice RFQ recipients, and the time of receipt of any responses to a Voice

RFQ, including any Orders resulting from a response to a Voice RFQ or acceptance of a

response to a Voice RFQ. Such records shall be maintained by the Company as

required under Applicable Law, including CFTC Regulation 37.1001 (Recordkeeping). 404.C. Intermediated Cross Transactions

(a) Participants may enter into Permitted Transactions negotiated and agreed to outside the

SEF through an Introducing Agent, at prices mutually agreed (each such transaction an

“Intermediated Cross”). The Introducing Agent shall submit the Intermediated Cross to

the SEF electronically for execution in the SEF’s systems. The SEF will execute such

Intermediated Crosses upon receipt of the information required in Rule 414 from the

Introducing Agent.. (b) Upon the execution of the Intermediated Cross on the SEF, the SEF will report the

transaction to the SDR as soon as technologically practicable after execution in

accordance with Rule 403. 404.D Required and Permitted Transactions

(a) Each Required Transaction shall be executed on the SEF through the CLOB (as

described in Rule 404.A(d)), the DW Match Trading Facility (as described in Rule

404.A(e)) or Voice RFQ for Required Transactions (as described in Rule 404.B(a)(i)). (b) Each Permitted Transaction may be executed on the SEF through the CLOB (as

described in Rule 404.A(d)), the DW Match Trading Facility (as described in Rule

404.A(e)) or Voice RFQ for Permitted Transactions (as described in Rule 404.B(a)(ii)). (c) Block Trades may be executed in accordance with Rule 411, Permitted Package

Transactions may be executed in accordance with Rule 411.A and New Swaps/Old

Terms or New Swaps/Corrected Terms may be executed in accordance with Rule 1005.

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404.E. Pre-Execution Communications

(a) Pre-Execution Communications with respect to Swaps executed through an Order Book

are prohibited, except in the case of Cross Trades executed in accordance with Rule

404.A(d)(ii) and Intermediated Crosses executed in accordance with Rule 404.C. (b) Pre-Execution Communications are permitted with respect to Swaps executed through

an Execution Specialist by Voice RFQ in accordance with Rule 404.B. 404.F. Equal Priority

Any Participant, Authorized User, or Trading Customer shall have, with respect to any other

similarly situated person, equal priority in: (i) receiving requests for quotes and (ii) transmission

and display of execution-responsive orders. 405. Modification or Cancellation of Orders

Any Order that has been entered into the SEF may be modified or cancelled unless and until it

has been executed or has otherwise expired. Such modification or cancellation will become

effective only upon acceptance by the Company of a “Cancel Replace Order” or “Cancel Order,” as the case may be, with respect to the original Order, prior to the expiration or execution of such

Order. If the Company modifies or cancels an Order under this Rule 405, it will do so in good

faith and in a commercially reasonable manner and will provide prior written notice of such

modification or cancellation to the affected Participants or Trading Customers. Nothing in this

Rule shall in any way limit the authority of the Company to take action in response to an

Emergency pursuant to Rule 412. 406. Information Regarding Orders

The Company will make information from the SEF available to Participants and other Persons at

such times and in such manner (whether through the SEF, financial information services or

otherwise) as it may be required by Applicable Law, including, but not limited to CFTC Regulation

37.900 (Timely Publication of Trading Information); provided that Participant Data and other

information directly related to a Participant, Trading Customer or Client Account, as applicable, shall not be disclosed by the Company unless permitted by the Participant Documentation, these

Rules or Applicable Law, including CFTC Regulation 37.7 (Prohibited Use of Data Collected For

Regulatory Purposes). Each Participant or other Person receiving any such information through

the SEF may redistribute such information only to such extent and in such manner as may be

permitted by the Company in writing from time to time. 407. Price Adjustments, Cancellations and Review of Executed Orders by the Company

(a) Adjustment and Cancellation Authority. The Company may adjust trade prices or cancel executed orders, solely in accordance

with published policies of the Company, when such action is necessary to mitigate

market disrupting events caused by: (i) improper conduct such as market manipulation or

clearly erroneous trading behavior (e.g., fat finger), including in connection with a

Cleared Error Swap under Rule 1005 or (ii) malfunctions in the Company’s systems. If

the Company takes any action pursuant to this Rule 407(a), it will do so in a

commercially reasonable manner, considering whether such price adjustment or

cancellation will adversely impact market integrity, facilitate market manipulation or other

illegitimate activity, or otherwise violate the Rules or Applicable Law, and it will give

prompt notice and in any event will use good faith, commercially reasonable efforts to

provide any affected Participants (including, where applicable, a Participant that is an

Introducing Agent or Account Manager acting on behalf of any affected Trading

Customer or Client Account counterparty) with reasonable prior notice and, where

40

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required by Applicable Law (including CFTC Regulation 37.405 (Risk Controls for

Trading)), to obtain consent to such adjustment or cancellation. Such Participants, if

acting as Introducing Agents or Account Managers, shall be responsible for obtaining

any required consent to such adjustment or cancellation from their Trading Customer(s)

or Client Account(s). (b) Review of Trades Generally. Subject to Rule 407(c), the Company may initiate a review of a trade based on its

analysis of market conditions or in response to a request for review by a Participant

(including, where applicable, a Participant that is an Introducing Agent or Account

Manager acting on behalf of any affected Trading Customer or Client Account

counterparty). Such request for review must be made as soon as practicable but in no

event after the end of the Business Day in which such transaction took place. The

Company shall promptly determine whether the trade will be subject to review, and upon

deciding to review a trade, the Company will promptly issue an alert to all affected

Participants indicating that the trade is under review. In the case of Swaps determined by

the Company to be illiquid, the Company may initiate a review on its own initiative if it

determines that the trade price was significantly out of line with prices in the market at

the time of such transaction (based on pricing data that is readily available to the

Company). In the course of its review of any trade, the Company may, but is not

obligated to, inform any of the parties to the trade of the identity and contact information

of any other party to the trade. (c) Review of DCO Rejected Swaps and Cleared Error Swaps. The Company may initiate a review of a potential DCO Rejected Swap or a Cleared Error

Swap by its own initiative or in response to a request by a Participant (including, where

applicable, a Participant that is an Introducing Agent or Account Manager acting on

behalf of any affected Trading Customer or Client Account counterparty) pursuant to

Rule 1005. Such request for review must be made as soon as practicable but in no event

after the applicable timeframes specified in Rule 1005. The Company will promptly issue

an alert to all affected Participants (including, where applicable, any Participant that is an

Introducing Agent or Account Manager acting on behalf of any affected Trading

Customer or Client Account counterparty) indicating that the trade is under review and/or

indicating the conclusions and any actions the Company will take based on its review. In

the course of its review of any trade, the Company may, but is not obligated to, inform

any party to the trade of the identity and contact information of any other party to the

trade. Following its review, if the Company takes any action pursuant to Rule 1005, it will

do so in a commercially reasonable manner, considering whether such action will

adversely impact market integrity, facilitate market manipulation or other illegitimate

activity, or otherwise violate the Rules or Applicable Law. (d) Errors or Omissions. The Company provides a Help Desk telephone number and email address

(support@dealerweb.com) to report any errors or omissions. Upon receipt of a report of

an error or omission, the Company reviews the audit trail information and contacts the

counterparties to the trade to confirm the error or omission. If the error or omission is

confirmed, the Company follows the procedures on correction noted above. If the error or

omission is not confirmed, the Company contacts the Participant that provided the notice

to notify the Participant that there will be no correction to the data previously reported to

the SDR.

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408. Position Limits

(a) To reduce the potential threat of market manipulation or congestion, the Company shall

adopt for each of the contracts of the facility, as is necessary and appropriate, position

limitations for speculators. The Company may grant exemptions from position limits, as

it may determine to be necessary and appropriate, in accordance with CFTC Regulations

(including notice provisions consistent with Applicable Law, including CFTC Regulation

40.5(a)(6) (Voluntary Submission of Rules For Commission Review and Approval) and

40.6(a)(2) (Self-Certification of Rules) and CFTC Regulations 37.600 (Position Limits or

Accountability) and 37.601 (Additional sources for compliance)). This Rule 408 shall

apply in the event that the Company does adopt any such position limits, which limits will

be included in these Rules, if adopted, and prior notice of any such adoption will be

provided as a Notice to Participants consistent with Rule 310 and in accordance with

Applicable Law (including notice provisions consistent with Applicable Law, including

CFTC Regulation 40.5(a)(6) (Voluntary Submission of Rules For Commission Review

and Approval) and 40.6(a)(2) (Self-Certification of Rules). (b) A Person seeking an exemption from position limits, including limits established pursuant

to a previously approved exemption, must file the required application with the Market

Regulation Team and receive approval prior to exceeding such limits. Notwithstanding

the foregoing, a Person who establishes an exemption-eligible position in excess of

position limits and files the required application with the Company shall not be in violation

of this Rule provided the filing occurs within one Business Day after assuming the

position. In the event the positions in excess of the limits are not deemed to be

exemption-eligible, the applicant will be in violation of speculative limits for the period of

time in which the excess positions remained open. (c) The application must be in the form and manner prescribed by the Market Regulation

Team and, at a minimum, must: (i) provide a description of the exemption sought,

including whether the exemption is for bona fide hedging positions as defined in CFTC

Regulation 1.3(z)(1), risk management positions or arbitrage/spread positions; (ii)

provide a complete and accurate explanation of the underlying exposure related to the

exemption request; (iii) agree to promptly provide, upon request by the Market

Regulation Team, information or documentation regarding the Person’s application; (iv)

agree to comply with all terms, conditions or limitations imposed by the Market

Regulation Team with respect to the exemption; (v) agree that the Market Regulation

Team may modify or revoke the exemption at any time; (vi) agree to initiate and liquidate

positions in an orderly manner; and (vii) agree to promptly submit a supplemental

statement to the Market Regulation Team whenever there is a material change to the

information provided in the most recent application. (d) Pursuant to Section 4a(a) of the CEA, the CFTC may also from time to time establish

position limits for Swaps traded pursuant to these Rules. For any Swap subject to a

position limit set by the CFTC, the Company shall not set its position limit at a level

higher than the CFTC’s limit. (e) A Person who exceeds a position limit as a result of maintaining positions in Swaps at

more than one Clearing Member shall be deemed to have waived confidentiality

regarding its positions and the identity of the Clearing Members at which those positions

are maintained if such Person does not remedy the position limit breach on its own as

soon as practicable but in no event later than the end of the trading day during which it

exceeded such position limit and received notice from the Company thereof. (f) Nothing in this Rule shall in any way limit the authority of the Company to take action in

response to an Emergency or the authority of the Company to review at any time any

position owned or controlled by any Person and, as the Company may deem necessary

42

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to comply with Applicable Law (including CFTC Regulations 37.600 (Position Limits or

Accountability) and 37.601 (Additional sources for compliance)), to direct that such

position be reduced to the position limit provided by the Company. 409. Position Accountability

To reduce the potential threat of market manipulation or congestion, the Company shall adopt for

each of the contracts of the facility, as is necessary and appropriate, position accountability

levels for speculators, in accordance with CFTC Regulations (including notice provisions

consistent with Applicable Law, including CFTC Regulation 40.5(a)(6) (Voluntary Submission of

Rules For Commission Review and Approval) and 40.6(a)(2) (Self-Certification of Rules) and

CFTC Regulations 37.600 (Position Limits or Accountability) and 37.601 (Additional Sources for

Compliance)). Upon adoption of position accountability levels by the Company, a Person who

holds or controls aggregate positions in a Swap in excess of such position accountability levels

relating to that Swap shall be subject to the following provisions:

(a) Such Person shall provide, in a timely manner upon request by the Market Regulation

Team, information regarding the nature of the position, trading strategy, and hedging

information if applicable;

(b) Such Person shall, if so ordered by the Market Regulation Team, acting in its discretion,

liquidate or not increase further the positions which exceed such levels;

(c) Such positions must be initiated and liquidated in an orderly manner;

(d) This Rule 409 shall not limit the jurisdiction of the Company to take action that it

determines necessary or appropriate in respect of any positions on the SEF; and

(e) Upon request, Participants must provide the Market Regulation Team with information, in

a form and manner acceptable to the Market Regulation Team, identifying the owner, any controlling parties and any additional required information for each reportable

account. 410. Aggregation of Positions

For purposes of Rule 408 and Rule 409, positions in Swaps shall be aggregated in accordance

with CFTC Regulations. 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:

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(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

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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 (Extension of No-Action Relief for Swap Execution Facilities from

Certain “Block Trade” Requirements in Commission Regulation 43.2) (November

14, 2017), expiring November 15, 2020. (v) This Rule 411(d) applies only to Block Trades that are Cleared Swaps. 411.A. Package Transactions. 45

303940430 v2303940430 v4
(a) The Company may from time to time designate Package Transactions eligible for

execution on the SEF pursuant to this Rule 411.A. (b) A Permitted Package Transaction executed on the SEF may be executed by any

execution method permitted under Rule 404. (c) The parties (and any Introducing Agent or Account Manager acting on behalf of either

party) to a Permitted Package Transaction designated as eligible for execution on the

SEF must comply with applicable policies and procedures that may be established from

time to time by the Company. 412. Emergencies

(a) Emergency Defined. The term “Emergency” means any occurrence or circumstance that,

in the opinion of the Board, the CEO or the Chief Administrative Officer, requires

immediate action and threatens or may threaten the fair and orderly trading in, or the

liquidation of or delivery pursuant to, any Swap traded pursuant to these Rules. An

Emergency may include any of the following:

(i) Any manipulative activity or attempted manipulative activity;

(ii) Any actual, attempted or threatened corner, squeeze, congestion or undue

concentration of positions;

(iii) Any circumstance that may materially affect the performance of Swaps, including

failure of the payment system or the bankruptcy or insolvency of any Participant

or Trading Customer;

(iv) Any action taken by the U.S. federal or any foreign government, any other

governmental body, or any other entity or trading facility (foreign or domestic), in

each case that may have a direct impact on clearing, settlement or trading on the

SEF; and

(v) Any circumstance that may have a severe, adverse effect upon the functioning of

the SEF. (b) Emergency Authority. In the event of an Emergency, the Chief Administrative Officer or

any individual designated by the Chief Administrative Officer and approved by the Board

may place into immediate effect a temporary emergency addition to these Rules which

may provide for, or may authorize the Board or any committee thereof to undertake, actions necessary or appropriate to respond to the Emergency, including such actions

as:

(i) imposing or modifying position limits, price limits or intraday market restrictions;

(ii) imposing special margin requirements on any Swap;

(iii) ordering the liquidation or transfer of open positions in any Swap;

(iv) ordering the fixing of a settlement price of any Swap;

(v) extending, limiting or changing the Trading Hours or expiration date in respect of

one or more Swaps;

(vi) suspending or curtailing trading, or limiting trading to liquidation only, in any or all

Swaps;

(vii) transferring Swap contracts and associated margin, or altering any Swap’s

settlement terms or conditions;

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303940430 v2303940430 v4
(viii) modifying or suspending any provision of these Rules; and/or

(ix) taking market actions as may be directed by the CFTC. Provided that, subject to Applicable Law (including CFTC Regulations 37.800

(Emergency Authority) and 37.801 (Additional Sources for Compliance)), the Company

will use reasonable efforts to coordinate with applicable DCOs or its RSP before taking

an action listed in this Rule 412(b) which would require cooperation by such DCO or

RSP. (c) Any action placed into effect in accordance with Rule 412(b) shall be reviewed by the

Board as soon as practicable under the circumstances and may be revoked, suspended

or modified by the Board. The Company will provide notice of such action to Participants

as soon as practicable. Participants shall be responsible for informing their Trading

Customers or Client Accounts, as applicable, of such notice. The Company shall not be

responsible or liable for a Participant’s failure to inform its Trading Customer or Client

Account of such notice. (d) Physical Emergency. If, in the judgment of the CEO, the Chief Administrative Officer, or

any individual designated by the CEO or the Chief Administrative Officer and approved

by the Board, the physical functions of the SEF are, or are threatened to be, severely

and adversely affected by a physical emergency, such Person shall have authority to

take such action as he may deem necessary or appropriate to respond to such physical

emergency, including closing the SEF, delaying the opening of trading in one or more

Swaps or suspending trading in or extending Trading Hours for one or more Swaps. In

the event that any action has been taken pursuant to the immediately preceding

sentence, any Person who is authorized to take such action may order the removal of

any restriction previously imposed pursuant to such sentence, upon a determination by

such Person that the physical emergency that gave rise to such restriction has

sufficiently abated to permit the physical functions of the SEF to continue in an orderly

manner. Any Order, Intermediated Cross, Voice RFQ or response to a Voice RFQ by any

Person shall be subject to review, modification or reversal by the Board. In the event that

trading is suspended in any or all Swaps, any unexecuted Orders, Voice RFQs or

responses to Voice RFQs for the suspended Swaps that are currently resting in the SEF

will automatically be cancelled and must be resubmitted upon resumption of trading in

the affected Swaps. (e) Notification and Recording. (i) The Company will use reasonable efforts to notify the CFTC prior to

implementing, modifying or terminating a rule pursuant to Rule 412(b). If such

prior notification is not practicable, the Company will notify the CFTC as soon as

reasonably practicable, but in all circumstances within 24 hours of the

implementation, modification or termination of such Emergency Rule. (ii) Whenever the Company takes action pursuant to this Rule 412 to respond to an

Emergency it will, where practicable, ensure that prompt notice is given to

Participants. Participants shall be responsible for informing their Trading

Customers or Client Accounts, as applicable, of such notice. The Company shall

not be responsible or liable for a Participant’s failure to inform its Trading

Customer or Client Account of such notice. (iii) Upon taking any action in response to an Emergency, the Company shall

document the decisions and deliberations related to such action. Such

documentation will be maintained for at least five years following the date on

which the Emergency ceases to exist or to affect the Company. Under Section

(a)(2) of the Guidance to Core Principle 8 for Part 37 of the CFTC Regulations, 47

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the Company will promptly notify the CFTC of its exercise of emergency action, explaining its decision-making process, the reasons for using its emergency

authority, and how conflicts of interest were minimized, including the extent to

which the Company considered the effect of its emergency action on the

underlying markets and on markets that are linked or referenced to the contracts

traded on its facility, including similar markets on other trading venues.

Information on all regulatory actions carried out pursuant to the Company’s

emergency action shall be included in a timely submission of a certified rule

pursuant to Part 40 of the CFTC Regulations. (iv) When the Company determines that the Emergency has been reduced

sufficiently to allow the Company to resume normal functioning, any such actions

will be modified or terminated, as appropriate, and notice, when practicable, will

be given to Participants. Participants shall be responsible for informing their

Trading Customers or Client Accounts, as applicable, of such notice. The

Company shall not be responsible or liable for a Participant’s failure to inform its

Trading Customer or Client Account of such notice. (f) Conflicts of Interest. The conflict of interest provisions set forth in Rule 214 and the

related documentation requirements set forth in Rule 214 shall apply, with any such

modifications or adaptations as may be necessary or appropriate under the

circumstances, to the taking of any action under this Rule 412 by the CEO, the Chief

Administrative Officer or his designee. (g) If the Emergency is related to a Swap that is fungible with financial products traded on

another swap execution facility or a designated contract market, the Company will

endeavor to coordinate its response with any directions received from the CFTC. 413. Limitation of Liability

(a) EXCEPT AS PROVIDED BELOW OR AS PROVIDED IN THE PARTICIPANT DOCUMENTATION, NEITHER THE

COMPANY, NOR ANY AFFILIATE OF THE COMPANY, NOR ANY OF THEIR RESPECTIVE MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, EQUITYHOLDERS, AGENTS, CONSULTANTS OR SERVICE

PROVIDERS (INCLUDING ANY REGULATORY SERVICES PROVIDER), NOR ANY MEMBER OF ANY

COMMITTEE OR OTHER GOVERNING BODY OF ANY AFFILIATE OF THE COMPANY (EACH OF THE

FOREGOING, AS APPLICABLE, THE “DISCLAIMING PARTY” AND, COLLECTIVELY, “DISCLAIMING

PARTIES”), SHALL BE LIABLE TO ANY PERSON FOR ANY LOSSES ARISING OUT OF OR IN CONNECTION

WITH:

(i) ANY FAILURE, MALFUNCTION, FAULT IN DELIVERY, DELAY, OMISSION, SUSPENSION,

INACCURACY, INTERRUPTION, TERMINATION, OR ANY OTHER EVENT, IN CONNECTION WITH

THE FURNISHING, PERFORMANCE, OPERATION, MAINTENANCE, USE OF OR INABILITY TO USE

ALL OR ANY PART OF THE SEF OR ANY OTHER SYSTEMS AND SERVICES OF THE COMPANY, OR SERVICES, EQUIPMENT OR FACILITIES USED TO SUPPORT SUCH SYSTEMS AND SERVICES,

INCLUDING WITHOUT LIMITATION, ELECTRONIC ORDER ENTRY AND DELIVERY, TRADING

THROUGH ANY ELECTRONIC MEANS, ELECTRONIC COMMUNICATION OF MARKET DATA OR

INFORMATION, WORKSTATIONS USED BY PARTICIPANTS, TRADING CUSTOMERS, AUTHORIZED USERS AND CLEARING MEMBERS, PRICE REPORTING SYSTEMS AND ANY AND

ALL TERMINALS, COMMUNICATIONS NETWORKS, CENTRAL COMPUTERS, SOFTWARE, HARDWARE AND FIRMWARE RELATING THERETO; OR

(ii) ANY FAILURE OR MALFUNCTION, FAULT IN DELIVERY, DELAY, OMISSION, SUSPENSION,

INACCURACY, INTERRUPTION OR TERMINATION, OR ANY OTHER EVENT, OF ANY SYSTEM OR

SERVICE OF THE COMPANY, OR SERVICES, EQUIPMENT OR FACILITIES USED TO SUPPORT

SUCH SYSTEMS OR SERVICES, CAUSED BY ANY THIRD PARTIES INCLUDING, BUT NOT LIMITED

TO, INDEPENDENT SOFTWARE VENDORS AND NETWORK PROVIDERS; OR

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(iii) ANY ERRORS OR INACCURACIES IN INFORMATION PROVIDED BY THE COMPANY OR ANY OF

THE COMPANY’S SYSTEMS, SERVICES OR FACILITIES; OR

(iv) ANY UNAUTHORIZED ACCESS TO OR UNAUTHORIZED USE OF ANY OF THE COMPANY’S

SYSTEMS, SERVICES, EQUIPMENT OR FACILITIES BY ANY PERSON. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER A CLAIM IS BASED ON BREACH OF

CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY AND NEGLIGENT MISREPRESENTATION), RESTITUTION, BREACH OF STATUTORY DUTY, BREACH OF WARRANTY OR OTHERWISE AND WITHOUT

REGARD TO WHETHER THE CLAIM IS BROUGHT DIRECTLY OR AS A THIRD-PARTY CLAIM, UNLESS THE

DISCLAIMING PARTY HAS BEEN FINALLY ADJUDICATED BY A COURT OF COMPETENT JURISDICTION TO

HAVE ENGAGED IN FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE FOREGOING LIMITATION OF LIABILITY SHALL BE SUBJECT TO THE COMMODITY EXCHANGE ACT

AND REGULATIONS THEREUNDER. (b) THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS PROVIDED BY THE

COMPANY OR ANY OTHER DISCLAIMING PARTIES, RELATING TO ANY SYSTEMS OR SERVICES OF THE

COMPANY OR SERVICES, EQUIPMENT OR FACILITIES USED TO SUPPORT SUCH SYSTEMS OR

SERVICES, INCLUDING THE SEF, AND THE COMPANY HEREBY SPECIFICALLY DISCLAIMS, OVERRIDES

AND EXCLUDES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF

MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER

WARRANTIES, CONDITIONS, OTHER CONTRACTUAL TERMS, REPRESENTATIONS, INDEMNITIES AND

GUARANTEES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY THE COMPANY OR ANY OTHER

DISCLAIMING PARTY OR OTHERWISE (INCLUDING BUT NOT LIMITED TO, AS TO TITLE, SATISFACTORY

QUALITY, ACCURACY, COMPLETENESS, UNINTERRUPTED USE, NON-INFRINGEMENT, TIMELINESS, TRUTHFULNESS, SEQUENCE AND ANY IMPLIED WARRANTIES, CONDITIONS AND OTHER CONTRACTUAL

TERMS ARISING FROM TRANSACTION USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE)

RELATING TO ANY SYSTEMS OR SERVICES OF THE COMPANY OR SERVICES, EQUIPMENT OR

FACILITIES USED TO SUPPORT SUCH SYSTEMS OR SERVICES, INCLUDING THE SEF. (c) UNLESS THE COMPANY HAS BEEN FINALLY ADJUDICATED BY A COURT OF COMPETENT JURISDICTION

TO HAVE ENGAGED IN FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE COMPANY’S

TOTAL COMBINED AGGREGATE LIABILITIES SHALL NOT EXCEED $100,000 FOR ALL LOSSES FROM ALL

CAUSES SUFFERED BY ALL PERSONS ON A SINGLE DAY; $200,000 FOR ALL LOSSES SUFFERED BY

ALL PERSONS FROM ALL CAUSES IN A SINGLE CALENDAR MONTH; AND $1,000,000 FOR ALL LOSSES

FROM ALL CAUSES SUFFERED BY ALL PERSONS IN A SINGLE CALENDAR YEAR. IF THE NUMBER OF

ALLOWED CLAIMS ARISING OUT OF ANY FAILURES OR MALFUNCTIONS ON A SINGLE DAY OR SINGLE

MONTH CANNOT BE FULLY SATISFIED BECAUSE OF THE ABOVE DOLLAR LIMITATIONS, ALL SUCH

CLAIMS SHALL BE LIMITED TO A PRO RATA SHARE OF THE MAXIMUM AMOUNT FOR THE RESPECTIVE

PERIOD. IN NO EVENT SHALL THE TOTAL COMBINED AGGREGATE LIABILITY OF THE DISCLAIMING

PARTIES FOR ALL CLAIMS ARISING OUT OF ANY FAILURES, MALFUNCTIONS, FAULTS IN DELIVERY, DELAYS, OMISSIONS, SUSPENSIONS, INACCURACIES, INTERRUPTIONS, TERMINATIONS OR ANY OTHER

CAUSES IN CONNECTION WITH THE FURNISHING, PERFORMANCE, OPERATION, MAINTENANCE, USE OF

OR INABILITY TO USE ALL OR ANY PART OF ANY OF THE COMPANY’S SYSTEMS OR SERVICES, OR

SERVICES, EQUIPMENT OR FACILITIES USED TO SUPPORT SUCH SYSTEMS OR SERVICES, INCLUDING

THE SEF, OR THE NEGLIGENCE OF THE COMPANY OR ANY DISCLAIMING PARTY EXCEED

$1,000,000 IN ANY GIVEN CALENDAR YEAR. (d) UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO A PARTICIPANT, AUTHORIZED

USER, TRADING CUSTOMER, CLIENT ACCOUNT OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY LOSS OR PUNITIVE DAMAGES OF ANY KIND, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT

LIABILITY, BREACH OF WARRANTIES OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF

REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF CONTRACTS, LOSS OF THE USE OF

MONEY, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF

MARKET SHARE, LOSS OF GOODWILL, LOSS OF REPUTATION OR LOSS OF, DAMAGE TO OR

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CORRUPTION OF DATA, HOWEVER SUFFERED OR INCURRED, REGARDLESS OF WHETHER THE

COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER SUCH DAMAGES

OTHERWISE COULD HAVE BEEN FORESEEN OR PREVENTED. (e) UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR THE ACTS, ERRORS OR OMISSIONS

OF ANY THIRD PARTY, INCLUDING ANY MARKET DATA VENDOR, SDR OR DCO, OTHER THAN THE

RSP ACTING IN ITS CAPACITY AS SUCH. (f) [RESERVED]. (g) ANY DISPUTE ARISING OUT OF THE USE OF THE SYSTEMS OR SERVICES OF THE COMPANY OR

SERVICES, EQUIPMENT, OR FACILITIES USED TO SUPPORT SUCH SYSTEMS OR SERVICES, INCLUDING

THE SEF, IN WHICH ONE OR MORE DISCLAIMING PARTIES IS A PARTY SHALL BE ARBITRATED

PURSUANT TO THESE RULES IN CHAPTER 8, AND REFERENCES IN CHAPTER 8 TO A “PARTICIPANT” SHALL, TO THE EXTENT RELEVANT, BE DEEMED FOR SUCH PURPOSE TO MEAN AND INCLUDE THE

DISCLAIMING PARTIES. ANY SUCH CLAIM AGAINST A DISCLAIMING PARTY SHALL BE BROUGHT WITHIN

ONE YEAR FROM THE TIME THAT A CAUSE OF ACTION HAS ACCRUED. THIS PARAGRAPH (g) SHALL IN

NO WAY BE CONSTRUED TO CREATE A CAUSE OF ACTION AND SHALL NOT AUTHORIZE AN ACTION

THAT WOULD OTHERWISE BE PROHIBITED BY THESE RULES. IF FOR ANY REASON, A COURT OF

COMPETENT JURISDICTION FINDS THAT A DISPUTE IS NOT ARBITRABLE, SUCH DISPUTE MAY BE

LITIGATED ONLY IN ACCORDANCE WITH RULE 1113. 414. Requirements for Persons Submitting Orders, Intermediated Crosses, Voice RFQs and

Responses to Voice RFQs

(a) Each Order, Intermediated Cross, Voice RFQ or response to a Voice RFQ submitted to

the SEF shall be submitted under the applicable User ID of the Authorized User or

Participant, as applicable, entering or intermediating such Order, Voice RFQ or response

to a Voice RFQ. (b) Each Order, Intermediated Cross Voice RFQ or response to a Voice RFQ submitted to

the SEF shall include information identifying the relevant Swap (including the delivery or

expiry month), price, notional amount of the Swap, correct CTI code (as described in

Rule 615), buy or sell, appropriate account designation, as applicable, Clearing

Member(s), Derivatives Clearing Organization and Order type, and any other information

necessary for the SEF to satisfy its reporting obligations pursuant to Rule 403. (c) Each Order, Intermediated Cross, Voice RFQ or response to a Voice RFQ submitted to

the SEF shall include the following information for the Participant entering or

intermediating such Order, Voice RFQ or response to a Voice RFQ (to the extent such

information is not otherwise pre-populated):

(i) the legal entity identifier of such Participant or, if the Participant is acting as an

Introducing Agent, the legal entity identifier of the underlying Trading Customer;

(ii) a yes/no indication of whether such Participant or, if the Participant is acting as

an Introducing Agent, whether the underlying Trading Customer, is a swap

dealer with respect to the Swap for which the Order, Intermediated Cross,Voice

RFQ or response to a Voice RFQ is placed;

(iii) a yes/no indication of whether such Participant or, if the Participant is acting as

an Introducing Agent, whether the underlying Trading Customer, is a major swap

participant with respect to the Swap for which the Order, Intermediated Cross, Voice RFQ or response to a Voice RFQ is placed;

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(iv) a yes/no indication of whether such Participant or, if the Participant is acting as

an Introducing Agent, whether the underlying Trading Customer, is a financial

entity (as defined in Section 2(h)(7)(C) of the CEA);

(v) a yes/no indication of whether such Participant or, if the Participant is acting as

an Introducing Agent, whether the underlying Trading Customer, is a U.S. person;

(vi) an indication of whether such Participant or, if the Participant is acting as an

Introducing Agent, whether the underlying Trading Customer, will elect the

clearing requirement exception in Section 2(h)(7) of the CEA for any Swap

resulting from the Order, Intermediated Cross, Voice RFQ or response to a

Voice RFQ; and

(vii) if the Swap (or Swap component(s) of a Package Transaction) will be allocated:

(A) an indication that the Swap(s) will be allocated;

(B) if the Swap is allocated pre-execution, the account and legal entity

identifiers for each Client Account that will receive allocations;

(C) An indication of whether the Swap is a post-allocation swap; and

(D) If the Swap is a post-allocation swap, the unique swap identifier of the

original transaction between the reporting counterparty and the agent. (d) Post-allocation Swaps shall be respectively effected and reported in accordance with the

rules of the Derivatives Clearing Organization and Swap Data Repository and in

accordance with CFTC Regulations. (e) As used in this Rule 414, “legal entity identifier,” “swap dealer,” “major swap participant,”

“financial entity,” “unique swap identifier” and “U.S. person” have the meaning given

those terms in the CEA and CFTC Regulations and, as applicable, exemptive or

no-action relief or interpretive guidance issued by the CFTC or its staff. 415. User IDs

(a) No Person may use a User ID to place any Order, Intermediated Cross, Voice RFQ or

response to a Voice RFQ except as permitted by these Rules, nor may any Person

knowingly permit or assist the unauthorized use of a User ID. Each Participant shall take

reasonable measures to ensure that no assigned User ID is used by any Person not

authorized by these Rules. (b) No Person shall submit to the SEF any Order, Intermediated Cross, Voice RFQ or

response to a Voice RFQ using the User ID of any other Person, unless the Person

submitting the Order, Intermediated Cross, Voice RFQ or response to a Voice RFQ is an

authorized EA Trading Customer of an Introducing Agent or one of its Authorized Users. (c) Each Participant shall provide in writing to the Company and keep current such

information as the Company may require concerning itself and each of its Authorized

Users or any other Person it permits to have direct access, including Trading Customers

who have been granted Electronic Access to the SEF by using its User ID. (d) Any request that the Company activate or deactivate a User ID shall be submitted in

writing by a Designated Contact of the relevant Participant in the manner provided for by

the Company. The Company shall have no liability for any action or inaction due to its

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(e) Each Participant shall notify the Market Regulation Team promptly upon becoming aware

of:

(i) any unauthorized disclosure or use of any User ID assigned to such Participant

or any of its Authorized Users or Trading Customers and of any other reason for

deactivating a User ID assigned to such Participant or any of its Authorized

Users or Trading Customers;

(ii) any unauthorized disclosure or use of any User ID assigned to an Authorized

User of such Participant and of any other reason for deactivating a User ID

assigned to an Authorized User of such Participant;

(iii) any unauthorized access to the SEF by any Person using a User ID assigned to

such Participant or any of its Authorized Users; or

(iv) any unauthorized access to the SEF by any Person using a User ID assigned to

an Authorized User of such Participant. 416. Designated Contact

Each Participant shall (a) identify in writing to the Company one or more Designated Contacts as

the Company may determine, and (b) ensure that at least one of its Designated Contacts is

available by telephone at any time one of its Authorized Users is accessing the SEF. 417. Message Traffic

The Company may at any time restrict or establish utilization fees in respect of Message Traffic, either with respect to all or any Participants, Authorized Users and/or Trading Customers in

order to safeguard the security or operations of the SEF, or to preserve market integrity, fair and

orderly trading, or if otherwise in the public interest. 418. [Reserved]

419. Post-Trade Name Give-Ups

For all Required Transactions, no Person shall directly or indirectly, including through a

third-party service provider, disclose the identity of a counterparty to a Swap that is executed

anonymously and intended to be cleared; provided that, if the Swap (or Swap component(s) of a

Package Transaction) is not intended to be cleared, disclosing the identity of a counterparty shall

not violate this Rule 419. For purposes of this Rule 419 “executed anonymously” shall include

any swap that is pre-arranged or pre-negotiated anonymously, including by any Participant.

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Chapter 5. OBLIGATIONS OF PARTICIPANTS, AUTHORIZED USERS AND TRADING CUSTOMERS

501. Duties and Responsibilities of Participants, Authorized Users and Trading Customers

(a) Each Participant, Authorized User and Trading Customer shall:

(i) use the SEF in a responsible manner and not for any improper purpose;

(ii) use the SEF only to conduct business that is subject to these Rules and in a

manner consistent with these Rules;

(iii) comply with these Rules, submit to the jurisdiction of the Company to enforce

these Rules and act in a manner consistent with these Rules;

(iv) comply with the rules of the DCO that accepts for clearing a Swap traded by the

Participant, Authorized User or Trading Customer, pursuant to these Rules, to

the extent applicable to such Participant, Authorized User or Trading Customer, and such Swap;

(v) observe high standards of market conduct, fair dealing, and just and equitable

principles of trade while conducting or seeking to conduct any business

connected with or concerning the Company;

(vi) not knowingly mislead or conceal any material fact or matter required to be

disclosed in any dealings or filings with the Company or in connection with a

disciplinary proceeding; and

(vii) keep all User IDs, account numbers and passwords related to the SEF

confidential. (b) Each Participant or Trading Customer that is registered, or required to be registered, with

the CFTC as a swap dealer or a major swap participant is responsible for compliance

with the mandatory trading requirement of Section 2(h)(8) of the CEA when such

Participant or Trading Customer enters into, or facilitates entry into, a Swap that is made

available to trade within the meaning of Section 2(h)(8) of the CEA and that is required to

be cleared pursuant to Section 2(h)(1) of the CEA and CFTC Regulation 50.2. (c) Participants and Trading Customers shall comply with all applicable anti-spoofing

policies for Swaps which the Company posts on the SEF or sets forth in Notices to

Participants from time to time. 502. Required Notices

(a) Each Participant shall promptly notify the CCO upon becoming aware of any of the

following events, in each case, with respect to the Participant’s status, and the status of

its Authorized Users or Trading Customers, which relates to or may affect its or their

participation or conduct on the SEF:

(i) any material changes to information provided to the Company in connection with

an application for Participant or Authorized User status or EA Trading Customer

approval;

(ii) any refusal of admission to any self-regulatory organization, or withdrawal of an

application for membership or participant status in a self-regulatory organization, by the Participant, EA Trading Customer or any of their respective Authorized

Users;

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(iii) any expulsion, suspension or fine in excess of $50,000 (whether through an

adverse determination, voluntary settlement or otherwise) imposed on the

Participant, EA Trading Customer or any of their respective Authorized Users, by

any self-regulatory organization;

(iv) any denial or withdrawal of an application for registration or license with respect

to the Participant, EA Trading Customer or any of their respective Authorized

Users by or from any government agency or self-regulatory organization, and

any revocation, suspension or conditioning of a registration or license granted by

any government agency or self-regulatory organization to the Participant or any

of its Authorized Users or EA Trading Customers;

(v) the commencement of any judicial or administrative proceeding against the

Participant, EA Trading Customer or any of their respective Authorized Users by

a government agency or the imposition of a fine in excess of $50,000, cease and

desist order, denial of Trading Privileges, censure or other sanction or remedy

(whether through an adverse determination, voluntary settlement or otherwise)

imposed by any government agency or self-regulatory organization;

(vi) the indictment or conviction of, or any confession of guilt or plea of guilty or nolo

contendere by, the Participant, EA Trading Customer or any of their respective

Authorized Users, senior officers or principals for any felony or for any

misdemeanor involving, arising from, or related to, the purchase or sale of any

Swap or other financial instrument, or involving or arising from fraud or moral

turpitude;

(vii) the bankruptcy or insolvency of the Participant or any of its Affiliates or Trading

Customers; and

(viii) the failure of any Participant or any of its Trading Customers to be an Eligible

Contract Participant. (b) Each Participant shall promptly notify the Company upon becoming aware of an error or

omission in swap transaction and pricing data or Required Swap Creation Data for a

Swap executed on or pursuant to the Rules of the SEF. If such error or omission relates

to a Block Trade or Permitted Package Transaction, the Participant shall also promptly

notify the counterparty to such Block Trade or Permitted Package Transaction upon

becoming aware of such error or omission. 503. Books and Records; Cooperation in Proceedings

(a) Each Participant, Authorized User, Client Account and Trading Customer shall prepare

and keep current all books, ledgers and other similar records (including but not limited to

records of any such Person’s activity in the index or instrument used as a reference

price, the underlying commodity, and related derivatives markets), in the manner

prescribed by the CEA, CFTC Regulations and these Rules, and shall prepare and keep

current such other books and records and adopt such forms as the Company may from

time to time prescribe. Such books and records shall be made available to the Company

and its authorized representatives upon request during regular business hours, and the

Company agrees to adhere to reasonable logical and physical access and security

procedures of such Participant, Authorized User, Client Account or Trading Customer, and with respect to the CFTC, the Department of Justice and their respective authorized

representatives, upon request in accordance with Applicable Law, including CFTC

Regulation 37.203 (Rule Enforcement Program) and 37.404 (Ability to Obtain

Information). (b) Each Participant, Authorized User, Client Account and Trading Customer shall provide

the RSP with the same access to its books and records and offices as it is required to

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provide the Company under these Rules and Applicable Law, including CFTC Regulation

37.203 (Rule Enforcement Program) and 37.404 (Ability to Obtain Information). (c) Upon reasonable prior notice, the Company may require a Participant, its Authorized

User(s) or Trading Customer(s), or a Client Account to furnish, such information

concerning the Participant’s, Client Account’s, Authorized User’s or Trading Customer’s

business that is subject to these Rules as the Company deems necessary to enable it to

perform its obligations under Applicable Law, including CFTC Regulation 37.203 (Rule

Enforcement Program) and 37.404 (Ability to Obtain Information), including information

relating to (i) Swaps executed on the SEF, including the information required under

CFTC Regulation 37.404(b), and (ii) information requested by a government agency

relating to the Company and/or the Company’s compliance with Applicable Law that the

Company believes is maintained by, or otherwise in the possession of, a Participant, Client Account, Authorized User or Trading Customer. (d) All data and information provided to or obtained by the Company pursuant to this Rule

503 shall be subject to the provisions of Rule 1106. 504. System Security

Each Participant shall (a) be solely responsible for controlling and monitoring the use of all User

IDs issued to it, or its Authorized Users or Trading Customers by the Company, (b) ensure that

each Person accessing the SEF using such User IDs is assigned a unique password and that

each password is used only by the Person to whom it is assigned, and (c) notify the Company

promptly upon becoming aware of any unauthorized disclosure or use of the User IDs or

passwords or of any other reason for deactivating User IDs or passwords. Each Participant shall

be bound by any actions taken through the use of its User IDs or passwords, including the

execution of transactions, whether or not such actions were authorized by such Participant or

any of its Authorized Users or EA Trading Customers or executed by anyone other than an

Authorized User or EA Trading Customer of such Participant, except to the extent that (a)

Participant has notified the Company in writing that such User ID or password should be

canceled or suspended and the Company has not taken appropriate actions within a reasonable

time to cancel or suspend such User ID or password, or (b) unauthorized use of the User ID or

password is the direct result of gross negligence or willful misconduct by the Company. 505. Front-End User Interface; Audit Trail

(a) Each Participant shall be solely responsible for ensuring that any front-end interface

connecting to the SEF that is not provided by the Company, and that is used by the

Participant, its Authorized Users, EA Trading Customers or any other Person using its

User IDs, maintains a routing/front-end audit trail for all Orders, Intermediated Crosses, Voice RFQs or responses to Voice RFQs, including entry, modification, cancellation and

responses to such messages, entered into the SEF through any gateway to the SEF,

including the times thereof to the highest level of precision achievable by the

Participant’s operating system, but at least to the nearest second (“Audit Trail”). Data

that are so captured must not be capable of being modified. (b) Participants shall maintain, or shall cause other third parties to whom they have provided

connectivity to the SEF to maintain, Audit Trail data in the form and manner required by

CFTC Regulations (including CFTC Regulation 37.205 (Audit Trail)) and in accordance

with such additional requirements as may be established by the Company. Participants

must have the ability to produce such data, or cause such data to be produced, in a

standard format upon request of the Market Regulation Team.

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506. Financial Requirements

Each Participant must notify the Company promptly upon becoming aware that it, or any of its

Trading Customers, fails to satisfy the minimum financial requirements applicable to it in order to

participate on the SEF, including the requirement to qualify as an Eligible Contract Participant. Upon request by the Company, Participants shall submit financial and related information for

itself and its Trading Customers to the Company and the RSP sufficient to demonstrate that it or

its Trading Customers, as applicable, qualify as an Eligible Contract Participant(s). A Participant

that is unable to demonstrate to the Company that (a) it is in compliance with such minimum

financial requirements shall not engage in transactions subject to these Rules except for the

purpose of closing open positions or (b) one of its Trading Customers is in compliance with such

minimum financial requirements shall not engage in transactions on behalf of such Trading

Customer subject to these Rules except for the purpose of closing open positions. 507. Restrictions on Activity

If the Company determines that the financial or operational condition of a Participant, Trading

Customer or one of its Affiliates is such that to allow that Participant or Trading Customer to

continue to have access to the SEF would adversely affect the Company or the financial

markets, the Company may limit or restrict the number or type of Swaps that may be traded by

such Participant or Trading Customer on the SEF or terminate, in whole or in part, the Trading

Privileges of such Participant or such Trading Customer’s Introducing Agent(s), as well as the

exercise of such Trading Privileges by its or their Authorized Users. 508. Disaster Recovery; Business Continuity

(a) Each Participant shall have written disaster recovery and business continuity policies

and procedures in place in accordance with Applicable Law. (b) In the event Participant does not have independent obligations to maintain disaster

recovery and business continuity policies and procedures under Applicable Law, the

Company may prescribe additional and/or alternative requirements for a Participant’s

compliance with this Rule.

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Chapter 6. BUSINESS CONDUCT

601. Rule Violations

It shall be a violation of these Rules for a Participant to violate any written agreement made with

the Company. 602. Just and Equitable Principles of Trade

It shall be a violation of these Rules for a Participant, Authorized User or Trading Customer to

engage in conduct inconsistent with just and equitable principles of trade. 603. Fraudulent Acts

No Participant, Authorized User, Trading Customer, or other Person shall engage or attempt to

engage, directly or indirectly, in any fraudulent act, practice, or course of business which

operates or would operate as a fraud or deceit upon any person or any manipulative device, scheme, or artifice to defraud, deceive, trick or mislead another person (including the Company

or the RSP) in connection with or related to any Swap on or other activity related to the SEF,

including trading ahead of Trading Customer orders, improperly trading against Trading

Customer orders, improper cross trading, accommodation trading, or front running. 604. Fictitious Transactions Prohibited

No Participant, Authorized User, Trading Customer, or other Person shall engage in fictitious

transactions, or submit a fictitious Order, Intermediated Cross, Voice RFQ or response to a Voice

RFQ, with knowledge of its nature. 605. Market Disruption Prohibited

Orders, Intermediated Crosses, Voice RFQs or responses to Voice RFQs entered into the SEF

for the purpose of upsetting the equilibrium of the market in any Swap or creating a condition in

which prices do not or will not reflect market values (based on market conditions and prices at

the time such Order, Intermediated Cross, Voice RFQ or response to a Voice RFQ is entered

into the SEF, as determined by reference to available market data) are prohibited, and any

Participant, Authorized User, or Trading Customer who makes or assists in entering any such

Order, Intermediated Cross, Voice RFQ or response to a Voice RFQ with knowledge of the

purpose thereof or who, with such knowledge, in any way assists in carrying out any plan or

scheme for the entering of any such Order, Intermediated Cross, Voice RFQ or response to a

Voice RFQ will be deemed to have engaged in an act detrimental to the Company. 606. Price Manipulation Prohibited

Consistent with Section 9(a)(2) of the CEA, no Participant, Authorized User, or Trading Customer

or other Person shall manipulate or attempt to manipulate the price in any Swap. 607. Disruptive Practices Prohibited

No Participant, Authorized User, or Trading Customer shall engage in any trading, practice, or

conduct that constitutes a “disruptive practice,” as such term is described in Section 4c(a)(5) of

the CEA and CFTC Regulations. 608. Prohibition of Misstatements

It shall be a violation of these Rules for a Participant, Authorized User, Trading Customer or other

Person to, directly or indirectly, make or attempt to make any misstatement of a material fact to

the Company (including the Board, any Standing Committee, any other committee of the

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Company, any Disciplinary Panel or Appeals Panel or any Company Official) or to the RSP

(including any members of its staff) or omit to state a material fact necessary in order to make the

statement made, in the light of the circumstances under which they were made, not untrue or

misleading. 609. Acts Detrimental

It shall be a violation of these Rules for a Participant, Authorized User, Trading Customer or other

Person to engage in any act which is materially detrimental to the Company’s ability to operate

the SEF or comply with Applicable Law. 610. Supervision

A Participant or EA Trading Customer shall be responsible for establishing, maintaining and

administering supervisory procedures that are reasonably designed to ensure that its Authorized

Users comply with these Rules. A Participant or EA Trading Customer may be held accountable

for the actions of its Authorized Users. 611. Disclosing Orders, Intermediated Crosses, Voice RFQs

Except as otherwise permitted by these Rules, no Participant or any Authorized User or Trading

Customer shall disclose to any Person that is not acting on behalf of such Participant or Trading

Customer the terms of any Order, Intermediated Cross, Voice RFQ or response to a Voice RFQ

prior to its entry into the SEF, other than (a) an Authorized User of the same Participant for the

sole purpose of executing or recording such Order, Intermediated Cross, Voice RFQ or response

to a Voice RFQ, (b) a Company Official, (c) the RSP, the CFTC, the Department of Justice or

any other regulatory or self-regulatory organization with jurisdiction over the Company or such

Participant or Trading Customer, or (d) the Client Account(s) or Trading Customer(s) on behalf of

which such Participant is acting as Account Manager or Introducing Agent with respect to such

Order or Voice RFQ. 612. Customer Swap Execution

(a) An Authorized User shall not submit an Order, Intermediated Cross, Voice RFQ or

response to a Voice RFQ for an Introducing Agent’s own account when such Authorized

User knows that the Introducing Agent is in possession of a request from a Trading

Customer to submit an Order, Intermediated Cross, Voice RFQ or response to a Voice

RFQ for the same Swap, which request has not been executed, cancelled or expired. (b) Neither an Introducing Agent nor any of its Authorized Users shall withhold or withdraw

from the SEF any Order, Intermediated Cross, Voice RFQ or response to a Voice RFQ

for the benefit of any Person other than the Trading Customer submitting the Order,

Intermediated Cross, Voice RFQ or response to a Voice RFQ. (c) An Introducing Agent shall, as soon as is technologically practicable, submit to the SEF

as an Order, Intermediated Cross, Voice RFQ or response to a Voice RFQ (as

applicable, based on the Trading Customer’s instruction) all executable trading

instructions received from its Trading Customers, unless the Trading Customer has

requested that the transaction be executed as a Block Trade pursuant to Rule 411 or as

a Permitted Package Transaction pursuant to Rule 411.A. If such trading instruction

cannot be immediately entered into the SEF, an electronic record that includes the

account identifier of the Trading Customer, time of receipt, and terms of the trading

instruction, must immediately be created, and the trading instruction must be entered into

the SEF as soon as practicable thereafter. (d) Non-discretionary executable trading instructions of a Trading Customer received by an

Introducing Agent shall be entered into the SEF as Orders, Intermediated Crosses, Voice

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RFQs or responses to Voice RFQs (as applicable, based on the Trading Customer’s

instruction) in the sequence received, unless the Trading Customer has requested that

the transaction be executed as a Block Trade pursuant to Rule 411 or as a Permitted

Package Transaction pursuant to Rule 411.A. Non-discretionary trading instructions that

cannot be immediately entered must be entered when the trading instructions become

executable, in the sequence in which the trading instructions were received. (e) Cross Trades must satisfy Rule 404.A(d)(ii). 613. Wash Sales Prohibited

No Person shall buy and sell a Swap, place or accept buy and sell Orders, Intermediated

Crosses, Voice RFQs or responses to Voice RFQs in the same Swap, or knowingly execute or

accommodate the execution of such Orders, Intermediated Crosses, Voice RFQs or responses

to Voice RFQs by direct or indirect means, if the Person knows or reasonably should know that

the purpose of the transactions is to avoid taking a bona fide market position exposed to market

risk. Buy and sell Orders, Intermediated Crosses, Voice RFQs or responses to Voice RFQs for

different accounts with common Beneficial Ownership that are entered with the intent to negate

market risk or price competition shall also be deemed to violate this Rule. 614. “Moneypassing,” Pre-Arranged and Noncompetitive Transactions Prohibited

(a) No Person may enter Orders, Intermediated Crosses, Voice RFQs or responses to Voice

RFQs the purpose of which is to enter into Swaps without a net change in either party’s

open positions but a resulting profit to one party and a loss to the other party, commonly

known as a “money pass.”

(b) No Person shall pre-arrange any purchase or sale or noncompetitively execute any

transaction on or pursuant to the Rules of the SEF. (c) The provisions of paragraph (b) shall not apply to (i) Cross Trades executed in

accordance with Rule 404.A(d)(ii), (ii) Intermediated Crosses executed in accordance

with Rule 404.C, (iii) Swaps executed by Voice RFQ in accordance with Rule

404.B(a)(ii), (iv) Block Trades executed in accordance with Rule 411, (v) Permitted

Package Transactions executed in accordance with Rule 411.A, or (vi) New Swaps/Old

Terms or New Swaps/Corrected Terms executed in accordance with Rule 1005. 615. Recordkeeping

(a) Each Participant, Authorized User or EA Trading Customer must include one of the

following customer type indicator (“CTI”) codes with each Order, Intermediated Cross, Voice RFQ or response to a Voice RFQ:

(i) CTI 1 - Transactions initiated and executed by a Participant or Trading Customer

for its own account, for an account it controls or for an account in which it has an

ownership or financial interest. (ii) CTI 2 - Transactions executed for the proprietary account (as such term is

defined in CFTC Regulation 1.3(y)) of a Participant, Trading Customer or

Clearing Member. (iii) CTI 3 - Transactions in which a Participant, Trading Customer or Authorized

User is trading (i) for the personal account of another Participant, Trading

Customer or Authorized User that is an individual or for the personal account of

a Participant, Trading Customer or Authorized User, (ii) for an account that is

controlled by such other Participant, Trading Customer or Authorized User, or

(iii) for an account in which such other Participant, Trading Customer or

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(iv) CTI 4 - Any transaction not within the definition of CTI 1, 2 or 3, including

transactions entered into on behalf of Trading Customers. (b) CTI 2 will be the default CTI code for all Orders, Intermediated Crosses, Voice RFQs or

responses to Voice RFQs, but each Participant, Authorized User or Trading Customer

may assign a different CTI to its Orders, Intermediated Crosses, Voice RFQs or

responses to Voice RFQs. 616. Reporting Counterparty

The Reporting Counterparty for each Swap has been established by the Company through

automated systems where possible pursuant to CFTC Regulation 45.8 as follows:

(a) If only one counterparty is a swap dealer (“SD”), the SD shall be the reporting

counterparty. (b) If neither counterparty is a SD, and only one counterparty is a major swap participant

(“MSP”), the MSP shall be the reporting counterparty. (c) If both counterparties are non-SD/MSP counterparties, and only one counterparty is a

financial entity as defined in CEA section 2(h)(7)(C), the counterparty that is a financial

entity shall be the reporting counterparty. (d) If both counterparties are SDs, or both counterparties are MSPs, or both counterparties

are non-SD/MSP counterparties that are financial entities as defined in CEA section

2(h)(7)(C), or both counterparties are non-SD/MSP counterparties and neither

counterparty is a financial entity as defined in CEA section 2(h)(7)(C):

(i) For a Swap executed on the Company’s trading platform or facility, the

counterparties shall agree which counterparty shall be the reporting

counterparty, after notification by the Company. (ii) For an off-facility swap, the counterparties shall agree as one term of their swap

which counterparty shall be the reporting counterparty prior to reporting to the

Company pursuant to Rule 411. (e) Notwithstanding the provisions of paragraphs (a) through (d) of Rule 616, if both

counterparties to a Swap are non-SD/MSP counterparties and only one counterparty is a

U.S. person, the U.S. person shall be the reporting counterparty. (f) Notwithstanding the provisions of paragraphs (a) through (e) of Rule 616, if neither

counterparty to a swap is a U.S. person, but the swap is executed on the Company’s

trading platform or facility:

(i) The counterparties shall agree which counterparty shall be the reporting

counterparty, after notification by the Company;

(ii) For an off-facility swap pursuant to Rule 411, the counterparties shall agree as

one term of their swap which counterparty shall be the reporting counterparty. (g) Notwithstanding the provisions of paragraphs (a) through (f) of Rule 616, if a Reporting

Counterparty cannot be determined, then the Company shall require the buyer or

recipient of the fixed rate to be the Reporting Counterparty, after notification by the

Company.

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(h) In all cases, for a Swap subject to the exception from the clearing requirement, the

Reporting Counterparty shall provide the Company with the information required for SDR

reporting set forth in CFTC Regulation 50.50(b). (i) In all cases, for a Swap subject to the exemption from the clearing requirement as a

Swap related to a swap between affiliates, the Reporting Counterparty shall provide the

Company with the information required for SDR reporting set forth in CFTC Regulation

50.52(c).

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Chapter 7. DISCIPLINE AND ENFORCEMENT

701. General

(a) All Persons subject to the Company’s jurisdiction under Rule 301, including any

Participant, Authorized User, Trading Customer or Clearing Member, are subject to this

Chapter 7 if they, or any other Person using any of its User IDs, are alleged to have

violated, or to have aided and abetted a violation of, or are about to violate, any Rule or

any provision of Applicable Law for which the Company possesses jurisdiction. (b) The Company, through the Market Regulation Team and the Disciplinary Panel, will

conduct inquiries, investigations, disciplinary proceedings and appeals from disciplinary

proceedings, summary impositions of fines, summary suspensions or other summary

actions in accordance with this Chapter 7. Members of the Market Regulation Team shall

not operate under the control of any person with the ability to exercise Trading Privileges. (c) The Company may delegate any or all of its powers or responsibilities under this Chapter

7 to the RSP, which may take any action on behalf of the Company that the Company is

permitted to take hereunder; provided, however, that the Company shall retain

supervisory authority with respect to such powers and responsibilities and will document

instances where its actions differ in any material respect from those recommended by

the RSP. In the event of any such delegation, references to the Market Regulation Team

in this Chapter 7 shall be construed to be references to the RSP. (d) No Company Official or member of the Board will interfere with or attempt to influence

the process or resolution of any inquiry, investigation, disciplinary proceeding, appeal

from a disciplinary proceeding, summary imposition of fines, summary suspension or

other summary action, except where such individual is a member of the enforcement

staff or a member of the relevant Disciplinary Panel. (e) Any Participant, Authorized User, Trading Customer or Clearing Member may be

represented by counsel at their own expense during any inquiry, investigation, disciplinary proceeding, appeal from a disciplinary proceeding, summary imposition of

fines, summary suspension or other summary actions pursuant to this Chapter 7. (f) The Company may hold a Participant liable for, and impose sanctions against, such

Participant for such Participant’s own acts and omissions, the acts or omissions of the

Participant’s Authorized Users, or the acts or omissions of any Person or API using a

User ID of such Participant or any of its Authorized Users, provided, however, that a

Participant shall not be liable for the acts and omissions of a Trading Customer if the

Participant took reasonable steps to ensure that its activities on behalf of the Trading

Customer, and the activities of its Trading Customer, related to the SEF, wherever

conducted, complied with all Applicable Law. 702. Inquiries and Investigation

(a) The Market Regulation Team will investigate any matter within the Company’s

jurisdiction of which it becomes aware. The Market Regulation Team will determine the

nature and scope of its inquiries and investigations within its sole discretion and will

function independently of any commercial interests of the Company. (b) The Market Regulation Team has the authority to:

(i) initiate and conduct inquiries and investigations;

(ii) prepare Investigation Reports and make recommendations concerning initiating

disciplinary proceedings;

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(iii) prosecute alleged violations within the Company’s jurisdiction; and

(iv) represent the Company on an appeal to an Appeal Panel of any disciplinary

proceeding, summary imposition of fines, summary suspension or other

summary action. (c) Each Participant, Authorized User, Trading Customer, Clearing Member, Client Account, Clearing Customer or other Person with respect to Orders, Intermediated Crosses, Voice

RFQs or responses to Voice RFQs or transactions on the SEF:

(i) is obligated to appear, testify and respond in writing to interrogatories within the

time period required by the Market Regulation Team in connection with:

(A) any Rule;

(B) any inquiry or investigation; or

(C) any preparation by and presentation during a disciplinary proceeding or

appeal from a decision in a disciplinary proceeding, summary imposition

of fines, summary suspension or other summary action by the Company;

(ii) is obligated to produce books, records, papers, documents or other tangible

evidence in his possession, custody or control within the time period required by

the Market Regulation Team in connection with:

(A) any Rule;

(B) any inquiry or investigation; or

(C) any preparation by and presentation during a disciplinary proceeding or

appeal from a decision in any disciplinary proceeding, summary

imposition of fines, summary suspension or other summary action by the

Company; and

(iii) may not impede or delay any inquiry, investigation, disciplinary proceeding, appeal from a disciplinary proceeding, summary imposition of fines, summary

suspension or other summary action. 703. Reports of Investigations

(a) The Market Regulation Team will maintain a log of all investigations and their disposition. The Market Regulation Team will prepare a written report of each investigation (the

“Investigation Report”), regardless of whether the evidence gathered during any inquiry

or investigation forms a reasonable basis to believe that a violation within the Company’s

jurisdiction has occurred or is about to occur or whether the evidence gathered results in

closing the matter without further action or through summary action. (b) Any Investigation Report will include the reasons for initiating the investigation (including

a summary of the complaint, if any), all relevant facts and evidence gathered and the

analysis, conclusions and recommendation of the Market Regulation Team. For each

potential respondent, the Market Regulation Team will recommend either (i) closing the

investigation without further action, (ii) entering into a summary action, (iii) resolving the

investigation through an informal disposition, including the issuance by the Market

Regulation Team of a warning letter (provided that no more than one warning letter for

the same violation may be issued to the same potential respondent during a rolling

12-month period), (iv) initiating disciplinary proceedings, or (v) negotiating a settlement. An informal disposition (including the issuance of a warning letter by the Market

Regulation Team) will not constitute a finding of a violation or a sanction. (c) The Market Regulation Team shall provide the Investigation Report to the Chief

Compliance Officer, who shall determine whether the Investigation Report is complete. 63

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(d) The Market Regulation Team shall complete each investigation in a timely manner and, absent mitigating factors, no later than 12 months after the date that such investigation

was opened. 704. Opportunity to Respond

(a) After completing the Investigation Report, the Market Regulation Team may, upon

approval of the Chief Compliance Officer, notify each potential respondent that the

Market Regulation Team has recommended formal disciplinary charges against each

such potential respondent. (b) The Market Regulation Team may allow a potential respondent to propose a settlement

of the matter or to submit a written statement explaining why either a disciplinary

proceeding should not be instituted or one or more of the potential charges should not be

brought. The potential respondent shall submit such written statement within the time

limit established by the Market Regulation Team. 705. Review of Investigation Reports

(a) After the completion of the Investigation Report and the receipt of any submission made

by the potential respondent pursuant to Rule 704(b), the Market Regulation Team will, within 30 days, take one of the following actions:

(i) If the Market Regulation Team determines that additional investigation or

evidence is needed to decide whether a reasonable basis exists to believe that a

violation within the Company’s jurisdiction has occurred or is about to occur, it

will conduct further investigation. (ii) If the Market Regulation Team determines that a reasonable basis exists to

believe that a violation within the Company’s jurisdiction has occurred or is about

to occur, the potential respondent will be served with a notice of charges and

proceed in accordance with this Chapter 7. (iii) If the Market Regulation Team determines that disciplinary proceedings are

unwarranted, it may issue a warning letter setting forth, in writing, the facts and

analysis supporting the decision. (iv) If the Market Regulation Team determines that no reasonable basis exists to

believe that a violation within the Company’s jurisdiction has occurred or is about

to occur, it may direct that no further action be taken. Upon such determination,

the Market Regulation Team will provide a written statement setting forth the

facts and analysis supporting the decision. 706. Notice of Charges

(a) If the Market Regulation Team authorizes disciplinary proceedings pursuant to Rule

705(a)(ii), it will prepare, and serve in accordance with Rule 708, a notice of charges. (b) A notice of charges will:

(i) state the acts, practices or conduct in which the respondent is alleged to have

engaged;

(ii) state the Rule alleged to have been violated or about to be violated;

(iii) advise the respondent of its right to a hearing and its right to be represented by

legal counsel or any other representative of its choosing (other than a Director, Officer or employee of the Company, any member of the Disciplinary Panel or

any Person substantially related to the disciplinary proceedings such as a

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material witness or other respondent) in all succeeding stages of the disciplinary

process;

(iv) state the period of time within which the respondent can request a hearing on the

notice of charges, which will not be less than 20 days after service of the notice

of charges;

(v) advise the respondent that any failure to request a hearing within the period

stated, except for good cause, will be deemed to constitute a waiver of the right

to a hearing; and

(vi) advise the respondent that any allegation in the notice of charges that is not

expressly denied will be deemed to be admitted. 707. Answer to Notice of Charges

(a) If the respondent determines to answer a notice of charges, the respondent must file an

answer within 20 days after being served with such notice, or within such other time

period determined appropriate by the Chief Compliance Officer. (b) To answer a notice of charges, the respondent must in writing:

(i) for each allegation set forth in the notice of charges, (A) admit such allegation, (B) deny such allegation, or

(C) affirmatively state that the respondent does not have and is unable to

obtain sufficient information to admit or deny such allegation, which shall

have the effect of a denial of such allegation;

(ii) specify any specific facts that contradict the notice of charges;

(iii) specify any affirmative defenses to the notice of charges;

(iv) sign and serve the answer on the Chief Compliance Officer; and

(v) if applicable, request a hearing before a Disciplinary Panel. (c) Any failure by the respondent to timely serve an answer to a notice of charges will be

deemed to be an admission to the allegations in such notice. Any failure by the

respondent to answer one or more allegations in a notice of charges will be deemed to

be an admission of that allegation or those allegations. Any allegation in a notice of

charges that the respondent fails to expressly deny will be deemed to be admitted. A

general denial by the respondent, without more, will not satisfy the requirements of

paragraph(b) of this Rule 707. (d) If a respondent admits or fails to specifically deny any of the allegations in the notice of

charges, the Disciplinary Panel shall find that the violations set forth in such allegations

have been committed and shall impose a sanction for such violations. The Disciplinary

Panel shall promptly notify the respondent in writing of any sanction imposed pursuant to

this Rule 707 and advise the respondent that the respondent may request a hearing on

such sanction within 20 days of the respondent being served with such notice. Any

failure by the respondent to timely request a hearing with respect to a notice of sanctions

will be deemed to be an acceptance of the sanctions in such notice and waiver of any

right to appeal such sanctions. (e) A respondent shall be granted a hearing before a Disciplinary Panel for every instance in

which such respondent (i) denies an allegation and requests a hearing in accordance

with paragraph (b) above, or (ii) requests a hearing in accordance with paragraph (d)

above. 65

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708. Service of Notice of Charges

Any notice of charges or other documents contemplated to be served pursuant to this Chapter 7

may be served (and service shall be deemed complete) either: (i) upon the respondent

personally, by leaving the same at his place of business or by deposit in the United States mail, postage prepaid, via registered or certified mail addressed to the respondent at the address as it

appears on the books and records of the Company, or (ii) transmittal by electronic mail to the

respondent’s electronic mail address as it appears on the books and records of the Company, if

followed by a hard copy of the document sent promptly thereafter by registered or certified mail

addressed to the respondent at the respondent’s address as it appears on the books and records

of the Company. 709. Settlements

(a) A respondent or potential respondent may at any time propose in writing an offer of

settlement to anticipated or instituted disciplinary proceedings. Any offer of settlement

should contain proposed findings and sanctions and be signed by the respondent or

potential respondent and submitted to the Market Regulation Team. A respondent or

potential respondent may offer to settle disciplinary proceedings without admitting or

denying the findings contained in the order of the disciplinary proceedings but must

accept the jurisdiction of the Company over it and over the subject matter of the

proceedings and consent to the entry of the findings and sanctions imposed. (b) If a respondent or potential respondent submits an offer of settlement in accordance with

paragraph (a) of this Rule 709, the Market Regulation Team will forward the offer to the

Disciplinary Panel with a recommendation on whether to accept or reject the offer. The

respondent or potential respondent may withdraw such offer of settlement at any time

before acceptance by the Disciplinary Panel, but may not withdraw such offer at any time

after acceptance by the Disciplinary Panel. (c) The Disciplinary Panel may accept the offer of settlement, but may not alter the terms of

a settlement offer unless the respondent or potential respondent agrees. (d) If an offer of settlement is accepted by the Disciplinary Panel, it shall issue a written

decision specifying:

(i) the Rule violations it has reason to believe were committed, including the basis

or reasons for its conclusions;

(ii) any sanction to be imposed, which must include full customer restitution where

customer harm has been demonstrated; and

(iii) if applicable, that the respondent has accepted the sanctions imposed without

either admitting or denying the Rule violations. (e) In the event that the Disciplinary Panel accepts an offer of settlement without the

agreement of the Market Regulation Team, the decision must adequately support such

acceptance. (f) If an offer of settlement is accepted and the related order of disciplinary proceedings

becomes final, the respondent’s submission of the offer will be deemed to constitute a

waiver of the right to notice, opportunity for a hearing and review and appeal under these

Rules. (g) If the offer of settlement of a respondent or potential respondent is not accepted by the

Disciplinary Panel, fails to become final or is withdrawn by the respondent or potential

respondent before its acceptance by the Disciplinary Panel, the matter will proceed as if

the offer had not been made and the offer and all documents relating to it will not

become part of the record. Neither a respondent or potential respondent nor the Market

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Regulation Team may use an unaccepted offer of settlement as an admission or in any

other manner at a hearing of, or appeal from, disciplinary proceedings. 710. Disciplinary Panels

(a) The Disciplinary Panel shall conduct hearings in connection with any disciplinary

proceedings (except for summary impositions of fines pursuant to Rule 717), to make

findings, render decisions, and impose sanctions pursuant to this Chapter 7. (b) Each Disciplinary Panel shall be composed of three individuals selected by the Chief

Compliance Officer and shall meet the requirements set forth in CFTC Regulation 1.64. Except in cases limited to the timely submission of accurate records, each Disciplinary

Panel shall consist of at least one individual who would not be disqualified from serving

as a Public Director, who shall chair the Disciplinary Panel. (c) No member of the Market Regulation Team may serve on a Disciplinary Panel. (d) Except as may otherwise be provided in these Rules, the Board may at any time remove

any member of a Disciplinary Panel for cause. (e) Within 10 days of being notified of the appointment of the Disciplinary Panel, a

respondent may seek to disqualify any individual named to the Disciplinary Panel for the

reasons identified in these Rules, by serving written notice on the Chief Compliance

Officer and providing a copy thereof to the chairman of the Disciplinary Panel. By not

timely filing a request for disqualification, the respondent will be deemed to have waived

any objection to the composition of a Disciplinary Panel. The Chief Compliance Officer

will decide in his sole discretion the merits of any request for disqualification. Any such

decision will be final and not subject to appeal. (f) All information, records, materials and documents provided to the Disciplinary Panel and

all deliberations, testimony, information, records, materials and documents related

thereto shall be treated as non-public and confidential and shall not be disclosed, except

as necessary to further a Company investigation or as otherwise required by law. No

individual shall serve on a Disciplinary Panel unless that individual has agreed in writing

that he will not publish, divulge, or make known in any manner facts or information

regarding the business of any Person or other information which may come to his or her

attention in his official capacity as a member of the Disciplinary Panel, except (i) when

reporting to the Board or to a Standing Committee concerned with such information, (ii)

when reporting to the Market Regulation Team, (iii) when requested by the CFTC or

other government agency, or (iv) when compelled to testify in any judicial or

administrative proceeding. 711. Convening Hearings of Disciplinary Proceedings

(a) All disciplinary proceedings (except for summary impositions of fines pursuant to Rule

717) will be conducted at a hearing before a Disciplinary Panel. Hearings will be

conducted privately and confidentially. Notwithstanding the confidentiality of hearings,

the Disciplinary Panel may appoint an expert to attend any hearing and assist in

deliberations if such expert agrees to be subject to an appropriate confidentiality

agreement. (b) After reasonable notice to each respondent, the Disciplinary Panel will promptly convene

a hearing to conduct the disciplinary proceedings with respect to such respondent. Parties to a disciplinary proceeding include each respondent and the Market Regulation

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(c) The chairman of the Disciplinary Panel may continue, adjourn or otherwise conduct the

hearing, as he may deem appropriate. The chairman of the Disciplinary Panel will

determine all procedural and evidentiary matters, including the admissibility and

relevance of any evidence proffered. In determining procedural and evidentiary matters,

the chairman of the Disciplinary Panel will not be bound by any evidentiary or procedural

rules or law. Once admitted during the hearing, the Disciplinary Panel may consider, and

attach the weight it believes appropriate to, evidence or other materials. The Company’s

Legal Department will provide guidance to the chairman of the Disciplinary Panel on the

conduct of the hearing. (d) Except for procedural and evidentiary matters decided by the chairman of the

Disciplinary Panel pursuant to paragraph (c) of this Rule 711 and Rule 712 below, unless

each respondent otherwise consents, the entire Disciplinary Panel must be present

during the entire hearing and any related deliberations. 712. Respondent Review of Evidence

(a) Prior to the commencement of a hearing, each respondent will be given the opportunity, subject to (b), (c) and (d) below, to review all books, records, documents, papers,

transcripts of testimony and other tangible evidence in the possession or under the

control of the Company that the Market Regulation Team will use to support the

allegations and proposed sanctions in the notice of charges or which the chairman of the

Disciplinary Panel deems relevant to the disciplinary proceedings. Notwithstanding the

foregoing, no respondent will have the right to review, and the Company will have no

obligation to disclose, any information protected by attorney-client privilege. All requests

for such information must be made not less than 10 days prior to the scheduled hearing

date, unless the chairman of the Disciplinary Panel agrees otherwise. (b) If any books, records, documents, papers, transcripts of testimony, or other tangible

evidence contain information that could adversely affect the competitive position of the

Person providing the information or if such information might compromise other

investigations being conducted by the Market Regulation Team, the Market Regulation

Team may redact, edit or code such information before furnishing it to the respondent. (c) Notwithstanding anything in paragraph (b) of this Rule 712 to the contrary, the Market

Regulation Team:

(i) will not redact, edit or code competitive or investigative information contained in

documents in a manner that would materially impair the respondent’s ability to

defend against the allegations or proposed sanctions in the notices of charges, and

(ii) will provide the respondent with access to the information and portions of the

documents that the Market Regulation Team intends to rely on to support the

allegations or proposed sanctions in the notice of charges. (d) For purposes of this Rule 712, information that could adversely affect competitive

positions includes positions in Swaps currently held, trading strategies employed in

establishing or liquidating positions, the identity of any Participant, Authorized User, Trading Customer, Clearing Member or other Person and the personal finances of the

Person providing the information. (e) The respondent shall treat as confidential all data and information provided to it pursuant

to this Rule 712, and shall not disclose any such data or information, except as

necessary to the respondent’s defense of notice of charges and any appeal of the

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713. Conducting Hearings of Disciplinary Panels

(a) At a hearing conducted in connection with any disciplinary proceedings, the Market

Regulation Team will present its case supporting the allegations and proposed sanctions

in the notice of charges to the Disciplinary Panel. If a respondent has timely filed an

answer to the notice of charges in accordance with Rule 707, the respondent is entitled

to attend and participate in the hearing. (b) At a hearing conducted in connection with any disciplinary proceedings, the Market

Regulation Team and each respondent may:

(i) present evidence and facts determined relevant and admissible by the chairman

of the Disciplinary Panel;

(ii) call and examine witnesses; and

(iii) cross-examine witnesses called by other parties. (c) If the respondent fails to file an answer, has filed a general denial, or if any or all of the

allegations in the notice of charges are not expressly denied in the respondent’s answer,

the chairman of the Disciplinary Panel may limit evidence concerning any allegations not

expressly denied in determining the sanctions to impose. If a respondent fails to file an

answer but appears at the hearing, the respondent may not participate in the hearing (by

calling or cross-examining witnesses, testifying in defense, presenting evidence

concerning the notice of charges, or otherwise) unless the Disciplinary Panel determines

that the respondent had a compelling reason for failing to timely file an answer. If the

Disciplinary Panel determines that the respondent had a compelling reason for failing to

timely file an answer, the Disciplinary Panel will adjourn the hearing and direct the

respondent to promptly file the written answer in accordance with Rule 707. (d) Any Person entitled, or required or called upon, to attend a hearing before a Disciplinary

Panel pursuant to paragraph (b)(ii) of this Rule 713 will be given reasonable notice, confirmed in writing, specifying the date, time and place of the hearing, and the caption

of the disciplinary proceedings. The Company will require all natural persons acting as

employees or agents of Participants, Trading Customers or Clearing Members and

Authorized Users and other Persons that are called as witnesses to appear at the

hearing and produce evidence. The Company will make reasonable efforts to secure the

presence of all other Persons called as witnesses whose testimony would be relevant. (e) If during any disciplinary proceedings the Disciplinary Panel determines that a

reasonable basis exists to believe that the respondent violated a Rule or a provision of

Applicable Law other than the violations alleged in the notice of charges, the Disciplinary

Panel may consider those apparent violations after providing the respondent with an

opportunity to answer the additional allegations in accordance with Rule 707. In

connection with considering apparent violations pursuant to this paragraph (e), the

Disciplinary Panel may request that the Market Regulation Team provide the Disciplinary

Panel with any additional information. (f) The Disciplinary Panel may summarily impose sanctions on any Participant, Authorized

User, Trading Customer or Clearing Member that impedes or delays the progress of a

hearing. (g) The Company will arrange for any hearing conducted in connection with disciplinary

proceedings to be recorded verbatim, or substantially verbatim, in a manner capable of

accurate transcription. The record shall not be transcribed unless requested by CFTC

staff or the respondent or the decision is appealed. If the respondent requests a copy of

all or portions of the recording of a hearing, the chairman of the Disciplinary Panel may

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within his sole discretion order the respondent to pay the costs for transcribing the

recording of the hearing. (h) No interlocutory appeals of rulings of any Disciplinary Panel or chairman of the

Disciplinary Panel are permitted. 714. Decision of Disciplinary Panel

(a) As promptly as reasonable following a hearing, the Disciplinary Panel will issue an order

rendering its decision based on the weight of the evidence contained in the record of the

disciplinary proceedings. A decision by a majority of the Disciplinary Panel will constitute

the decision of the Disciplinary Panel. (b) The Company will serve a copy of the order of the Disciplinary Panel on the respondent

and the Market Regulation Team. The order will include:

(i) the notice of charges or summary of the allegations;

(ii) the answer, if any, or a summary of the answer;

(iii) a brief summary of the evidence introduced at the hearing (or, where

appropriate, incorporation by reference of the Investigation Report);

(iv) findings of fact and conclusions concerning each allegation, including each

specific Rule that the respondent is found to have violated;

(v) the imposition of sanctions, if any, and the effective date of each sanction; and

(vi) notice of the respondent’s right to appeal pursuant to Rule 716. (c) A Disciplinary Panel shall be dissolved automatically when it has decided the matter for

which it was appointed and has notified the respondent and the Chief Compliance Officer

in writing of its decision. (d) Unless a timely notice of appeal is filed pursuant to Rule 716, the order of the

Disciplinary Panel will become final upon the expiration of 20 days after the order is

served on the respondent and a copy thereof is provided to the Market Regulation Team. 715. Sanctions

(a) After notice and opportunity for hearing in accordance with these Rules, the Company

may impose sanctions if any Participant, Authorized User, Trading Customer, Clearing

Member, Client Account, Clearing Customer or other Person using any of the

Participant’s User IDs is found to have violated or to have attempted to violate a Rule for

which the Company possesses jurisdiction. Any such sanctions shall take into account

the respondent’s disciplinary history (if any). The Company may impose one or more of

the following sanctions or remedies on any Participant, Authorized User, Trading

Customer, Clearing Member, Client Account, Clearing Customer or other Person using

any of the Participant’s User IDs:

(i) a warning letter, provided that no more than one warning letter may be issued to

the same respondent found to have committed the same rule violation within a

rolling 12-month period;

(ii) censure;

(iii) limitation, restriction or qualification of Trading Privileges, Clearing Privileges or

other activities, functions or operations;

(iv) suspension of Trading Privileges or Clearing Privileges for a period not to

exceed 12 months;

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(v) fine (subject to paragraph (b) of this Rule 715);

(vi) restitution or disgorgement, to include restitution in the event of customer harm, except where the amount of restitution or to whom it should be provided cannot

be reasonably determined;

(vii) termination of Trading Privileges or Clearing Privileges;

(viii) expulsion; or

(ix) any other sanction or remedy deemed to be appropriate. (b) The Company may impose a fine of up to $100,000 for each violation. If a fine or other

amount is not paid within 30 days of the date that it becomes payable, then interest will

accrue on the sum from the date that it became payable at the quoted prime rate plus

three per cent. The Company has sole discretion to select the bank on whose quotations

to base the prime rate. Each Participant, Authorized User, Trading Customer, Clearing

Member or other Person using any of the Participant’s User IDs will be responsible for

paying its own fine for a violation. 716. Appeal from Disciplinary Panel Decision, Summary Impositions of Fines and Other

Summary Actions

(a) Each respondent found by the Disciplinary Panel to have violated (or, in the case of a

Participant, whose Authorized User, Trading Customer or other Person using its User ID

was found to have violated) a Rule or who is subject to any summary fine imposed

pursuant to Rule 717 or any summary action imposed pursuant to Rule 718 may appeal

the decision within 20 days of receiving the order of the Disciplinary Panel or the notice

of summary action, as the case may be, by filing a notice of appeal with the Chief

Compliance Officer. (b) The Market Regulation Team may appeal all or any part of a decision of the Disciplinary

Panel, including any sanctions that may or may not have been imposed by the

Disciplinary Panel, within 20 days of receiving the order of the Disciplinary Panel, by

filing a notice of appeal with the Chief Compliance Officer. (c) While an appeal is pending, the effect of the order of the Disciplinary Panel or the

summary action (including any sanctions, remedies or costs imposed thereby) shall be

suspended. (d) The notice of appeal must state in writing the grounds for appeal, including the findings

of fact, conclusions or sanctions to which the respondent objects. An appellant may

appeal the order of the Disciplinary Panel or any summary action on the grounds that:

(i) the order or summary action was arbitrary, capricious, an abuse of discretion, or

not in accordance with these Rules;

(ii) the order or summary action exceeded the authority or jurisdiction of the

Disciplinary Panel, the Chief Compliance Officer or the Company;

(iii) the order or summary action failed to observe required procedures;

(iv) the order or summary action was unsupported by the facts or evidence; or

(v) the sanctions, remedies or costs which were imposed were inappropriate or

unsupported by the record. (e) The Chief Compliance Officer will forward copies of any notice of appeal received by it to

all parties to the disciplinary proceeding or summary action, as the case may be, except

the appellant. On or before the 20th day after filing a notice of appeal, the appellant must

file with the Chief Compliance Officer and serve on the Market Regulation Team a brief

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supporting the notice of appeal and documents supporting the brief. On or before the

20th day after the date on which the appellant serves their supporting brief, the appellee

must file and serve its brief in opposition. On or before the 10th day after the date on

which the appellee serves its brief in opposition, the appellant must file and serve a brief

in reply on the Market Regulation Team. (f) In connection with any appeal, the Market Regulation Team will furnish to the Chief

Compliance Officer and to the respondent/appellant a transcript of the hearing, any

exhibits introduced at the hearing, the notice of appeal and briefs filed to support and

oppose the appeal. (g) No later than 30 days after the last submission filed pursuant to paragraph (d) of this

Rule 716, the Chief Compliance Officer will appoint an Appeals Panel to consider and

determine the appeal. An Appeals Panel shall be comprised of three individuals, none of

whom shall be a member of the Market Regulation Team or have been a member of any

Disciplinary Panel involved in the matters on appeal. The chairman of the Appeals Panel

shall be an individual who would not be disqualified from serving as a Public Director. (h) Within 10 days of being notified of the appointment of the Appeals Panel, a respondent

may seek to disqualify any individual named to the Appeals Panel for the reasons

identified in these Rules, by serving written notice on the Chief Compliance Officer. By

not timely filing a request for disqualification, the respondent will be deemed to have

waived any objection to the composition of the Appeals Panel. The Chief Compliance

Officer will decide the merits of any request for disqualification within his or her sole

discretion. Any such decision will be final and not subject to appeal. (i) The Appeals Panel may hold a hearing to allow parties to present oral arguments. Any

hearing will be conducted privately and confidentially. Notwithstanding the confidentiality

of hearings, the Appeals Panel may appoint an expert to attend any hearing and assist in

the deliberations if such individuals agree to be subject to appropriate confidentiality

agreements. In determining procedural and evidentiary matters, the Appeals Panel will

not be bound by evidentiary or procedural rules or law. (j) The Appeals Panel will only consider on appeal the record before the Disciplinary Panel

or, in the case of a summary action, the record considered by the Chief Compliance

Officer, the notice of appeal, the briefs filed in support and opposition of the appeal, and

any oral arguments of the parties. The Appeals Panel may only consider new evidence

when the Appeals Panel is satisfied that good cause exists for why the evidence was not

introduced during the disciplinary proceeding or when imposing the summary action. (k) After completing its review, the Appeals Panel may affirm, modify or reverse any order of

the Disciplinary Panel or summary action under appeal, in whole or in part, including

increasing, decreasing or eliminating any sanction or remedy imposed, imposing any

other sanction or remedy authorized by these Rules, or remanding the matter to the

same or a different Disciplinary Panel for further disciplinary proceedings or for

reconsideration by the Chief Compliance Officer in the case of summary action. The

Appeals Panel may order a new hearing for good cause or if the Appeals Panel deems it

appropriate. (l) As promptly as reasonably possible following its review, the Appeals Panel will issue a

written decision on appeal rendering its decision based on the weight of the evidence

before the Appeals Panel. The decision of the Appeals Panel will include a statement of

findings of fact and conclusions for each finding, sanction, remedy and cost reviewed on

appeal, including each specific Rule and provision of Applicable Law that the respondent

is found to have violated, if any, and the imposition of sanctions, remedies and costs, if

any, and the effective date of each sanction, remedy or cost. If pursuant to the decision

of the Appeals Panel a disciplinary action or access denial action (as such terms are

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defined in CFTC Regulation 9.2) is to be imposed, then within thirty days of the issuance

of such action, the Company will provide written notice of such action to: (i) the person

against whom the action was taken and (ii) to the CFTC, such notice filed through the

NFA’s BASIC system. (m) The Appeals Panel’s written decision on appeal (including findings of fact and

conclusions and the imposition of sanctions, remedies and costs, and the effective date

of any sanction, remedy cost) will be the final action of the Company and will not be

subject to appeal within the Company. Any disciplinary or access denial action imposed

by the Company pursuant to the Appeals Panel’s decision will not become effective until

at least fifteen days after the written notice required under paragraph (l) of this Rule is

delivered to the person disciplined or denied access. 717. Summary Imposition of Fines

(a) The Chief Compliance Officer may summarily impose a fine against a Participant (on

behalf of itself or any of its Authorized Users, Trading Customers or other Persons using

any of its User IDs), Trading Customer or Clearing Member for failing:

(i) to timely pay fees, cost, charges or fines to the Company or a DCO;

(ii) to make timely and accurate submissions to the Company of notices, reports or

other information required by these Rules; and

(iii) to keep any books and records required by these Rules. (b) The Market Regulation Team, acting on behalf of the Chief Compliance Officer, will give

notice of any fine imposed pursuant to this Rule 717 to each Participant, Authorized

User, Trading Customer or Clearing Member subject thereto. The notice will specify (i)

the violation of these Rules for which the fine is being imposed, (ii) the date of the

violation and (iii) the amount of the fine. Within 20 days of serving the notice of fine, the

Participant, Authorized User, Trading Customer or Clearing Member, as the case may

be, must either pay or cause the payment of the fine or file notice of an appeal pursuant

to Rule 716. Unless timely notice of appeal is filed pursuant to Rule 716, the fine will

become final upon the expiration of 20 days after the notice of fine is served on the

Participant, Authorized User, Trading Customer or Clearing Member, as the case may

be. (c) The Company will set the amount of any fines imposed pursuant to this Rule 717, with

the maximum fine for each violation not to exceed $5,000. Summary imposition of fines

pursuant to this Rule 717 will not preclude the Company from bringing any other action

against the Participant, Authorized User, Trading Customer or Clearing Member, as the

case may be. 718. Summary Suspensions and Other Summary Actions

(a) Notwithstanding anything in these Rules to the contrary, if the Chief Compliance Officer

believes that immediate action is necessary to protect the best interests of the Company

or the marketplace, the Chief Compliance Officer may, after consultation with the

Regulatory Oversight Committee summarily suspend, revoke, limit, condition, restrict or

qualify: (i) the Trading Privileges of a Participant, (ii) the exercise of such Trading

Privileges by any of its Authorized Users or Trading Customers, (iii) Clearing Privileges

of a Clearing Member, or (iv) take other summary action against a Clearing Member, Participant or any of its Authorized Users, or Trading Customer in accordance with these

Rules. (b) Whenever practicable, the Market Regulation Team, acting on behalf of the Chief

Compliance Officer, shall provide prior written notice to the party against whom any

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action in accordance with paragraph (a) shall be taken. If prior notice is not practicable,

the Company will give notice at the earliest possible opportunity to the respondent

against whom the action is brought. The Market Regulation Team, acting on behalf of the

Chief Compliance Officer, will prepare a notice of summary action (which will state the

action, the reasons for the action, and the effective time, date and duration of the action)

and serve the notice on such party and advise the recipient of the notice of its right to a

prompt hearing before a Disciplinary Panel and its right to be represented by legal

counsel or other representative at such hearing. A request by the recipient of the notice

for such a hearing shall not delay the effectiveness of the summary action. (c) At the request of the Company, a respondent against whom a summary action is brought

pursuant to this Rule 718 must provide books and records over which the respondent

has access or control and must furnish information to, or appear or testify before, the

Company or the Disciplinary Panel with the enforcement of any Rule. (d) If a hearing is requested pursuant to paragraph (b) of this Rule 718, the Disciplinary

Panel will promptly convene a hearing to be conducted in accordance with Rule 713. (e) As promptly as reasonably possible after the hearing, the Disciplinary Panel will issue to

the respondent a written order affirming, modifying, or reversing the summary action. The

order will include a description of the summary action taken, a summary of the evidence

introduced at the reinstatement hearing, a statement of findings of fact and conclusions, a description of any action taken or to be taken by the Company, and the effective date,

time and duration thereof. (f) Any decision of a Disciplinary Panel pursuant to this Rule 718 will be the final action of

the Company, and not subject to appeal within the Company upon serving the

respondent with a copy of the decision. 719. Reinstatement after Summary Suspension

(a) A respondent whose Trading Privileges or Clearing Privileges are suspended, revoked,

limited, conditioned, restricted or qualified pursuant to Rule 718 may apply for

reinstatement by filing with the Market Regulation Team a written request stating the

applicant’s reasons for seeking reinstatement. The Company will not consider a

respondent’s request for reinstatement if the respondent:

(i) owes any fines, fees, charges or costs to the Company;

(ii) continues to fail to appear at disciplinary proceedings without good cause; or

(iii) continues to impede the progress of disciplinary proceedings. (b) Within a reasonable period after the filing of a request for reinstatement, the Appeals

Panel will conduct a hearing to consider the request. At the hearing for reinstatement, the

respondent will present its case supporting the reinstatement and the Market Regulation

Team, acting on behalf of the Chief Compliance Officer may, in its discretion, present its

case opposing or supporting the reinstatement and each may present relevant and

admissible evidence and facts and call, examine and cross-examine witnesses. At the

hearing for reinstatement, the Company may require any Participant, Authorized User, Trading Customer, or Clearing Member (and, as applicable, any of their employees or

affiliates) involved in activity proposed to be conducted on the SEF to appear as

witnesses and produce evidence if the Appeals Panel determines that the evidence is

relevant. (c) As promptly as reasonably possible after a reinstatement hearing, the Appeals Panel will

issue an order reinstating, denying the reinstatement, or placing conditions on the

reinstatement of the Trading Privileges or Clearing Privileges of the respondent. The

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order will include a brief summary of the evidence introduced at the reinstatement

hearing; and, if applicable, findings of fact and conclusions not contained in the notice of

summary action issued pursuant to Rule 718(b) above. The order of the Appeals Panel

may not be appealed. 720. Rights and Responsibilities after Suspension or Termination

(a) When the Trading Privileges of a Participant, the exercise of such Trading Privileges by

an Authorized User or Trading Customer, or the Clearing Privileges of a Clearing

Member are suspended for a period of 12 months or less, none of its rights, Trading

Privileges or Clearing Privileges (including the right to hold oneself out to the public as a

Participant, Trading Customer, Clearing Member or Authorized User or enter Orders or

submit or respond to Voice RFQs on the SEF and receive Participant rates for fees, costs, and charges and deposit margin at Participant levels, as applicable) will apply to

such Participant, Trading Customer, Clearing Member or Authorized User during the

period of the suspension, except for the right to assert claims against others as provided

in Chapter 8 of these Rules. Any such suspension will not affect the rights of creditors

under these Rules or relieve the Participant, Trading Customer, Clearing Member or

Authorized User of its obligations under these Rules to perform with respect to any

Swaps entered into before the suspension, or for any Company fees, costs, or charges

incurred during the suspension. The Company may discipline a suspended Participant, Trading Customer, Clearing Member or Authorized User under this Chapter 7 for any

violation of a Rule or provision of Applicable Law committed by the Participant, Trading

Customer, Clearing Member or Authorized User before, during or after the suspension. (b) When the Trading Privileges of a Participant, the exercise of such Trading Privileges by

an Authorized User or Trading Customer, or the Clearing Privileges of a Clearing

Member are terminated, all of its rights, Trading Privileges or Clearing Privileges, as

applicable, will terminate, except for the right of the Participant, Trading Customer, Clearing Member or Authorized User in question to assert claims against others, as

provided in Chapter 8 of these Rules. Any such termination will not affect the rights of

creditors under these Rules. A terminated Participant, Trading Customer or Authorized

User may only seek to reinstate his authorization to exercise Trading Privileges by

providing the Company with satisfactory evidence that he complies with Rule 303. A

terminated Clearing Member may only seek to reinstate its authorization to exercise

Clearing Privileges by providing the Company with satisfactory evidence that he

complies with all the terms and conditions of the Clearing Member Relationship

Agreement. The Company will not consider the application of a terminated Participant, Trading Customer, Clearing Member or Authorized User if such Participant, Trading

Customer, Clearing Member or Authorized User, as the case may be, fails to appear at

disciplinary proceedings without good cause or impedes the progress of disciplinary

proceedings. (c) A suspended or terminated Participant, Trading Customer, Clearing Member or

Authorized User remains subject to these Rules and the jurisdiction of the Company for

any acts or omissions prior to the suspension or termination, and must cooperate in any

inquiry, investigation, disciplinary proceeding, appeal from disciplinary proceedings, summary suspension or other summary action as if the suspended or terminated

Participant, Trading Customer, Clearing Member or Authorized User still had Trading

Privileges or Clearing Privileges or could still exercise Trading Privileges or Clearing

Privileges, as applicable. 721. Notice of Disciplinary Proceedings

The Company will provide written notice of disciplinary proceedings to the parties and the RSP

consistent with applicable CFTC Regulations. Whenever the Company suspends, expels, fines

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or otherwise disciplines, or denies any Person access, to the Company, the Company will make

the public disclosures required by CFTC Regulations.

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Chapter 8. ARBITRATION

801. General

(a) Except as otherwise provided in these Rules, Participants, Authorized Users and Trading

Customers shall arbitrate pursuant to these Rules in this Chapter 8 all disputes, controversies and claims between or among themselves arising out of a Swap or the use

of the systems or services of the Company or the services, equipment, or facilities used

to support such systems or services, including, without limitation, the SEF. Any such

claim against a Participant, Authorized User or Trading Customer shall be brought within

two years from the time that a cause of action has accrued. This Rule 801 shall in no

way be construed to create a cause of action and shall not authorize an action that would

otherwise be prohibited by these Rules or Applicable Law. If for any reason a court of

competent jurisdiction finds that a dispute is not arbitrable, such dispute may be litigated

only in accordance with Rule 1113. (b) Notwithstanding the foregoing, this Rule 801 does not apply to disputes between or

among Participants, Authorized Users or Trading Customers that: (i) such Persons are

required by the rules of a self-regulatory organization to submit to the dispute resolution

procedures of that self-regulatory organization; or (ii) such Persons have, by valid and

binding agreement, committed to negotiate or litigate in a forum other than the forum set

out in Rule 802. 802. Forum and Arbitration Rules

NFA will conduct any and all arbitrations of a type described in Rule 801 pursuant to NFA’s

Member Arbitration Rules, as if each Participant or Trading Customer to such arbitration was an

“NFA Member,” and references in the Member Arbitration Rules to an “Associate” of an “NFA

Member” shall mean and include an Authorized User. 803. Initiating an Arbitration Claim

(a) A Participant, Authorized User or Trading Customer may initiate an arbitration claim by

submitting the required documents and fees to NFA. (b) A Participant, Authorized User or Trading Customer submitting an arbitration claim shall

provide notice of such claim to the Company. 804. Claims Relating to Trade Cancellations or Price Adjustments

All claims relating to trade cancellations or price adjustments pursuant to Rule 407 shall be

arbitrated in accordance with this Chapter 8. 805. Penalties

(a) Any failure on the part of any Participant, Authorized User or Trading Customer to

arbitrate a case subject to arbitration, or the commencement by any such Participant, Authorized User or Trading Customer of a suit in any court prior to arbitrating a case

subject to arbitration, violates these Rules and subjects such Person to disciplinary

proceedings pursuant to Chapter 7. (b) The Company may summarily suspend, pursuant to Chapter 7, a Participant or

Authorized User that fails to satisfy an arbitration award rendered in any arbitration

conducted pursuant to this Chapter 8.

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Trade Start Types

 Spot Starting (T+2)  IMM Start Date (September, December, March, June).

Currency and Floating

Rate Index - Time

Period

Transaction Types

Contract Size

 Outright  Benchmark Spread

 Off Benchmark Spread

 Rate Switch

 Spread Switch

 Butterfly

 Combinations of above

As agreed by the parties.

Fixed Leg

U.S. Dollar (USD)

 Payment Frequency: Quarterly; Semi-Annual; or Annual  Day Count Convention: 30/360; Actual/360

Contract Description

Floating Leg

Minimum Size

 Quarterly (3M) or Semi-Annual (3M or greater)  Day Count Convention: Actual/360

London Interbank Offered Rate (LIBOR) - 1

Month, 3 Month, 6 Month

As agreed by the parties.

Notional Fixed Notional

Fixed Rate Types

Effective Date / Start

Date

 Par  Standard Coupon (for Market Agreed Coupon (“MAC”) contracts)

A fixed-to-floating swap is an agreement between two parties to exchange a fixed

interest payment for a floating interest payment that is based on one of the indices

listed below.

The date on which parties begin calculating accrued obligations such as fixed and

floating interest rate payments.

Holiday Calendar(s) NY/London

Chapter 9. SWAPS

901. Swap Specifications

Each Swap will meet such specifications, and all trading in such Swap will be subject to such

procedures and requirements, as described in the terms and conditions governing such Swap

(as set forth below and in the Company’s technical specifications) and will be posted on the

website of the Company (www.tradeweb.com). (a) Interest Rate Swaps - Fixed-to-Floating

Business Day

Conventions

Stated Maturity

Range / Maturity Date

Following

Modified Following

Canadian Dollar (CAD)

30 days to 50 years | The final date on which the obligations no longer accrue and

the final payment occurs.

Periodic Settlement:

Payment and Resets

 Fixed Leg: The payment amount of the Fixed Leg is based on the following:

Notional, Payment Frequency, Day Count Convention and Fixed Interest

Rate.  Floating Leg: The payment amount of the Floating Leg is based on the

following: Notional, Payment Frequency, Day Count Convention, Floating

Interest Rate Index and Floating Reset Dates.

Canadian Dealer Offered Rate (CDOR) - 1

Month, 3 Month, 6 Month
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Payments are settled in accordance with the payment frequency of the swap.

DCO(s)

Dual Currencies

LCH.Clearnet Limited (“LCH”) and Chicago Mercantile Exchange Inc. (“CME”).

No

Block Size See Rule 411 and CFTC Regulation Part 43, Appendix F. Reportable Levels

Settlement Procedure

See Rule 409 and CFTC Regulation 15.03.

Optionality

As determined by the DCO.

Position Limits See Rule 408 and CFTC Regulation Part 150.

No

Reporting

Trading Hours

All trades reported to SDR in accordance with CFTC requirements.

Trading hours of DW SEF.
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Holiday Calendar

Minimum Size

NY/London

LIBOR - 1 Month, 3 Month, 6 Month

As agreed by the parties.

Business Day

Conventions

Modified Following

Floating Leg 1

Effective Date / Start

Date

 Payment Frequency: Quarterly; Semi-Annual; or Annual  Day Count Convention: 30/360; Actual/360

A basis swap is an agreement between two parties to exchange a floating interest

payment based on a reference rate for a floating interest payment based on a

different reference rate in the same currency.

As agreed by the parties.

Floating Leg 2

 Payment Frequency: Quarterly; Semi-Annual; or Annual  Day Count Convention: 30/360; Actual/360

(b) Interest Rate Swaps - Basis

Periodic Settlement:

Payment and Resets

Stated Maturity

Range / Maturity Date

 Floating Leg 1: The payment amount of the Floating Leg 1 is based on the

following: Notional, Payment Frequency, Day Count Convention, Floating

Interest Rate Index, and Floating Reset Dates.  Floating Leg 2: The payment amount of the Floating Leg 2 is based on the

following: Notional, Payment Frequency, Day Count Convention, Floating

Interest Rate Index and Floating Reset Dates. Payments are settled in accordance with the payment frequency of the swap.

CAD

1 month to 50 years | The final date on which the obligations no longer accrue and

the final payment occurs.

Optionality No

CDOR - 1 Month, 3 Month, 6 Month

Dual Currencies

First Fixing Date

No

 The first LIBOR Fixing Date is 2 London business days prior to the

Effective Date.

Settlement Procedure As determined by the DCO.

Currency and Floating

Rate Index - Time

Period

Trading Hours

Trade Start Types

Trading hours of DW SEF.

Contract Size

 Spot Starting (T+2)

DCO(s) LCH.Clearnet Limited (“LCH”) and Chicago Mercantile Exchange Inc. (“CME”).

As agreed by the parties.

Block Size

Notional

See Rule 411 and CFTC Regulation Part 43, Appendix F.

USD

Fixed Notional

Reportable Levels See Rule 409 and CFTC Regulation 15.03.

Contract Description
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Reporting

Position Limits

All trades reported to SDR in accordance with CFTC requirements. See Rule 408 and CFTC Regulation Part 150.
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Contract Description

 Spot Starting (T+2)  Forward Starting (starting on next Federal Reserve Announcement Date)

Federal Funds

Fixed Leg

 Payment Frequency: Term and Annual  Day Count Convention: Actual/360F

CHF

Floating Leg

 Term and Annual  Day Count Convention: Actual/360

Swiss Franc Tom/Next Index Swaps (TOIS)

An Overnight Index Swap (OIS) is an agreement between two parties to exchange

a fixed interest payment for a floating interest payment based on the geometric

average of an overnight index over every day of the payment period.

Notional Fixed Notional

Contract Size

Holiday Calendar(s)

(c) Overnight Indexed Swaps - Fixed for Floating

Federal and TARGET

As agreed by parties.

EUR

Business Day

Conventions

Modified Following

Minimum Size

Periodic Settlement:

Payment and Resets

Euro Overnight Index Average (EONIA)

 Fixed Leg: The payment amount of the Fixed Leg is based on the

following: Notional, Payment Frequency, Day Count Convention and

Fixed Interest Rate.  Floating Leg: The payment amount of the Floating Leg is based on the

following: Notional, Payment Frequency, Day Count Convention, Floating

Interest Rate Index and Floating Reset Dates. Payments are settled in accordance with the payment frequency of the swap.

As agreed by parties.

Optionality No

Effective Date / Start

Date

Dual Currencies

Currency and Floating

Rate Index

No

The date on which parties begin calculating accrued obligations such as fixed and

floating interest rate payments.

Settlement Procedure As determined by the DCO.

Stated Maturity

Range / Maturity Date

Trading Hours

GBP

Trading hours of DW SEF.

7 days to 30 years | The final date on which the obligations no longer accrue and

the final payment occurs.

USD

DCO(s) LCH and CME

Sterling Overnight Index Average (SONIA)

Trade Start Types
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See Rule 411 and CFTC Regulation Part 43, Appendix F. Position Limits See Rule 408 and CFTC Regulation Part 150. Reporting

Reportable Levels

All trades reported to SDR in accordance with CFTC requirements.

Block Size

See Rule 409 and CFTC Regulation 15.03.
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USD – LIBOR (1 Month, 3 Months, 6 Months)

Business Day

Conventions

The first date from which fixed and floating interest amounts accrue.

Modified Following

Contract Description

Holiday Calendar(s) London/NY

Maturity Date / End

Date

Fixed Leg

The final date until which fixed and floating interest amounts accrue.

 Payment Frequency: One Time

 Day Count Convention: Actual/360

Contract Size

Floating Leg

A Forward Rate Agreement (FRA) is a one period Interest Rate Swap (IRS) where

one party buys (pays) a fixed interest rate and receives a floating interest rate and

one party sells (receives) a fixed interest rate and pays a floating interest rate.

 Payment Frequency: One Time

 Day Count Convention: Actual/360

Tenor / Duration

As agreed by parties.

Periodic Settlement:

Payment and Resets

1 Month, 3 Month, 6 Month

 Fixed Leg: The payment amount of the Fixed Leg is based on the

following: Notional, Payment Frequency, Day Count Convention and

Fixed Interest Rate.  Floating Leg: The payment amount of the Floating Leg is based on the

following: Notional, Payment Frequency, Day Count Convention, Floating

Interest Rate Index and Floating Reset Dates. Payments are settled in accordance with the payment frequency of the swap.

(d) US Dollar denominated Forward Rate Agreements

Fixed Rate Type Par

Notional

Optionality

Fixed Notional

No

Minimum Size

Dual Currencies No

Trade Start Types

As agreed by parties.

Settlement Procedure

 Spot Starting (T+2)  IMM Start Date (September, December, March, June)  Forward Start Date

As determined by the DCO.

Currency and Floating

Rate Index – Time

Period

Trading Hours Trading hours of DW SEF.

Fixing Date

DCO(s)

LIBOR fixing date is two London business days prior to the effective date

LCH and CME

Effective Date / Start

Date
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See Rule 411 and CFTC Regulation Part 43, Appendix F. Position Limits See Rule 408 and CFTC Regulation Part 150. Reporting

Reportable Levels

All trades reported to SDR in accordance with CFTC requirements.

Block Size

See Rule 409 and CFTC Regulation 15.03.
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CAD – CDOR (1 Month, 3 Months, 6 Months)

Business Day

Conventions

The first date from which fixed and floating interest amounts accrue.

Modified Following

Contract Description

Holiday Calendar(s) Toronto

Maturity Date / End

Date

Fixed Leg

The final date until which fixed and floating interest amounts accrue.

 Payment Frequency: One Time

 Day Count Convention: Actual/365F

Contract Size

Floating Leg

A Forward Rate Agreement (FRA) is a one period Interest Rate Swap (IRS) where

one party buys (pays) a fixed interest rate and receives a floating interest rate and

one party sells (receives) a fixed interest rate and pays a floating interest rate.

 Payment Frequency: One Time

 Day Count Convention: Actual/365F

Tenor / Duration

As agreed by parties.

Periodic Settlement:

Payment and Resets

1 Month, 3 Month, 6 Month

 Fixed Leg: The payment amount of the Fixed Leg is based on the

following: Notional, Payment Frequency, Day Count Convention and

Fixed Interest Rate.  Floating Leg: The payment amount of the Floating Leg is based on the

following: Notional, Payment Frequency, Day Count Convention, Floating

Interest Rate Index and Floating Reset Dates. Payments are settled in accordance with the payment frequency of the swap.

(e) Canadian Dollar denominated (CAD) Forward Rate Agreements

Fixed Rate Type Par

Notional

Optionality

Fixed Notional

No

Minimum Size

Dual Currencies No

Trade Start Types

As agreed by parties.

Settlement Procedure

 Spot Starting (T+0)  IMM Start Date (September, December, March, June)  Forward Start Date

As determined by the DCO.

Currency and Floating

Rate Index – Time

Period

Trading Hours Trading hours of DW SEF.

Fixing Date

DCO(s)

CDOR fixing date is the effective date

LCH and CME

Effective Date / Start

Date
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See Rule 411 and CFTC Regulation Part 43, Appendix F. Position Limits See Rule 408 and CFTC Regulation Part 150. Reporting

Reportable Levels

All trades reported to SDR in accordance with CFTC requirements.

Block Size

See Rule 409 and CFTC Regulation 15.03.
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EURO - EURIBOR (1 Month, 3 Months, 6 Months)

Business Day

Conventions

The first date from which fixed and floating interest amounts accrue.

Modified Following

Contract Description

Holiday Calendar(s) Target

Maturity Date / End

Date

Fixed Leg

The final date until which fixed and floating interest amounts accrue.

 Payment Frequency: One Time

 Day Count Convention: Actual/360

Contract Size

Floating Leg

A Forward Rate Agreement (FRA) is a one period Interest Rate Swap (IRS) where

one party buys (pays) a fixed interest rate and receives a floating interest rate and

one party sells (receives) a fixed interest rate and pays a floating interest rate.

 Payment Frequency: One Time

 Day Count Convention: Actual/360

Tenor / Duration

As agreed by parties.

Periodic Settlement:

Payment and Resets

1 Month, 3 Month, 6 Month

 Fixed Leg: The payment amount of the Fixed Leg is based on the

following: Notional, Payment Frequency, Day Count Convention and

Fixed Interest Rate.  Floating Leg: The payment amount of the Floating Leg is based on the

following: Notional, Payment Frequency, Day Count Convention, Floating

Interest Rate Index and Floating Reset Dates. Payments are settled in accordance with the payment frequency of the swap.

(f) EURO denominated Forward Rate Agreements

Fixed Rate Type Par

Notional

Optionality

Fixed Notional

No

Minimum Size

Dual Currencies No

Trade Start Types

As agreed by parties.

Settlement Procedure

 Spot Starting (T+2)  IMM Start Date (September, December, March, June)  Forward Start Date

As determined by the DCO.

Currency and Floating

Rate Index – Time

Period

Trading Hours Trading hours of DW SEF.

Fixing Date

DCO(s)

EURIBOR fixing date is two Target business days prior to the effective date

LCH and CME

Effective Date / Start

Date
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See Rule 411 and CFTC Regulation Part 43, Appendix F. Position Limits See Rule 408 and CFTC Regulation Part 150. Reporting

Reportable Levels

All trades reported to SDR in accordance with CFTC requirements.

Block Size

See Rule 409 and CFTC Regulation 15.03.
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GBP – GBP LIBOR (1 Month, 3 Months, 6 Months)

Business Day

Conventions

The first date from which fixed and floating interest amounts accrue.

Modified Following

Contract Description

Holiday Calendar(s) London

Maturity Date / End

Date

Fixed Leg

The final date until which fixed and floating interest amounts accrue.

 Payment Frequency: One Time

 Day Count Convention: Actual/365F

Contract Size

Floating Leg

A Forward Rate Agreement (FRA) is a one period Interest Rate Swap (IRS) where

one party buys (pays) a fixed interest rate and receives a floating interest rate and

one party sells (receives) a fixed interest rate and pays a floating interest rate.

 Payment Frequency: One Time

 Day Count Convention: Actual/365F

Tenor / Duration

As agreed by parties.

Periodic Settlement:

Payment and Resets

1 Month, 3 Month, 6 Month

 Fixed Leg: The payment amount of the Fixed Leg is based on the

following: Notional, Payment Frequency, Day Count Convention and

Fixed Interest Rate.  Floating Leg: The payment amount of the Floating Leg is based on the

following: Notional, Payment Frequency, Day Count Convention, Floating

Interest Rate Index and Floating Reset Dates. Payments are settled in accordance with the payment frequency of the swap.

(g) Great Britain Pound Sterling (GBP) denominated Forward Rate Agreements

Fixed Rate Type Par

Notional

Optionality

Fixed Notional

No

Minimum Size

Dual Currencies No

Trade Start Types

As agreed by parties.

Settlement Procedure

 Spot Starting (T+0)  IMM Start Date (September, December, March, June)  Forward Start Date

As determined by the DCO.

Currency and Floating

Rate Index – Time

Period

Trading Hours Trading hours of DW SEF.

Fixing Date

DCO(s)

GBP LIBOR fixing date is the effective date

LCH and CME

Effective Date / Start

Date
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See Rule 411 and CFTC Regulation Part 43, Appendix F. Position Limits See Rule 408 and CFTC Regulation Part 150. Reporting

Reportable Levels

All trades reported to SDR in accordance with CFTC requirements.

Block Size

See Rule 409 and CFTC Regulation 15.03.
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Trading Hours Trading hours of DW SEF

Trade Start Types

Settlement

Immediate and Delayed Start

Cash settlement based on floating rate schedule.

Contract Size

Settlement Payments

A contract to pay or receive regular fixed or floating interest payments on a

notional amount of an equity index in exchange for the notional based return

performance of an equity index.

Buyer - The buyer of a contract will pay the rate of interest on the underlying leg

plus the swap premium, and in return receive the appreciation in value of the

underlying equity. Seller - The seller of a contract will receive the rate of interest plus the swap

premium and in return pay the value of the appreciation of the underlying equity.

Initial Equity

Valuation Date

The minimum size available to trade on DW SEF is at least $1,000,000 notional, and sizes are incremental in amounts of $1,000,000.

Payment Frequency

A calendar date, as agreed by the parties.

Determined by agreed LIBOR (3m, 6m, etc.) or agreed fixed rate frequency

(h) Equity Index Swaps

Day Count Actual/360

Equity Reset

Frequency

Maturity

As agreed by the parties in any valid time integer.

As agreed by the parties, any maturity up to 50 years

Tenor

Notional Amount Any amount agreed by the parties

Final Equity Valuation

Date

As agreed by the parties, 0 years to 50 years.

Leg Conventions

A calendar date, as agreed by the parties.

Floating Leg - Xm LIBOR + Spread or an agreed fixed rate. Equity Leg – Notional X (% increase of equity index over floating rate period).

Available Underlying

Indexes

Business Day

Convention

As agreed by the parties.

Interest Rate Reset

Frequency

Breaks/Resets

As agreed by the parties in any valid time integer

As agreed by the parties.

Trade Date

Minimum and

Incremental Price

Standard and Poors 500 Index (SPX or S&P 500)

Russell 2000 (RTY)

Nasdaq 100 (NDX)

Dow Jones 30 (DIA)

Standard & Poors MidCap 400 Index (MID)

There is no minimum price for a contract. There is no minimum incremental price for a contract.

Quote Conventions

The trade date of the contract refers to the date on which the swap contract was

agreed.

Reporting

Contracts are quoted in basis points as a spread or fixed rate

All trades reported to SDR in accordance with CFTC requirements.

Contract Description
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Clearing Trades are not cleared, and are subject to a post-execution credit check.
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Cash settlement based on floating rate schedule.

Tenor

Standard and Poors 500 Index (SPX or S&P 500)

Russell 2000 (RTY)

Nasdaq 100 (NDX)

Dow Jones 30 (DIA)

Standard & Poors MidCap 400 Index (MID)

Settlement Price

As agreed by the parties, 0 years to 3 years.

The Settlement Price will be equal to the futures valuation price of the index on

the expiration date.

Contract Description

Premium Both options have a net premium of zero.

Trade Date

Day Count

The trade date of the contract refers to the date on which the contract was

agreed.

Actual/360

Contract Size

Maturity

A Cash-Settled Equity Index Forward is an over the counter derivative that

involves the simultaneous buying of a cash-settled European Put and selling of a

European call (or vice versa) at the same strike price and same expiration with a

net premium of zero.

As agreed by the parties, any maturity up to 3 years.

Trading Conventions

The minimum size available to trade on DW SEF is at least 1000 units notional, and sizes are incremental in amounts of 1000 units.

Expiration Date

Forward Buyer - The buyer of the forward buys a European OTC Call and sells a

European OTC Put. Forward Seller - The seller of the forward sells a European OTC Call and buys a

European OTC Put.

A calendar date, as agreed by the parties. On this date, obligations under the

contract no longer accrue.

(i) Cash-Settled Equity Index Forward

Business Day

Convention

Following

Quoting Conventions

Breaks/Resets

Contracts are quoted in index points.

As agreed by the parties.

Strike Price

Minimum and

Incremental Price

There is no minimum price for a contract. There is no minimum incremental price for a contract.

Trading Hours

The Strike Price will equal the closing price of the Index on the Trade Date plus

the quoted basis.

Reporting

Trading hours of DW SEF

All trades reported to SDR in accordance with CFTC requirements.

Available Underlying

Indexes

Clearing Trades are not cleared, and are subject to a post-execution credit check.

Settlement
902. Swap Modifications

The specifications for, and the procedures and requirements for trading, any Swap may not be

modified in any respect without the prior approval of the Company. 903. Settlement of Uncleared Swaps

Settlement of all Uncleared Swaps shall be effected bilaterally between the parties to the

Uncleared Swap pursuant to the terms of such Uncleared Swap and applicable agreements

between the parties to the trade, and the Company shall not have any responsibility for any

element of such settlement.

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Chapter 10. CLEARING

1001. Rules of the Derivatives Clearing Organization

The clearing services provided by the DCO with respect to any Cleared Swap, and the rights and

obligations of purchasers and sellers under Cleared Swaps (including rights and obligations in

respect of clearing and settlement, variation payments and performance at maturity), will be

governed by the rules of the DCO. 1002. Clearing Services

(a) The Company is responsible for the submission of each Cleared Swap to the Clearing

Member designated by each Participant or Trading Customer of an Introducing Agent, as

applicable. (b) The Company shall provide facilities to route each Cleared Swap to the DCO identified

by the parties to such Cleared Swap. All Cleared Swaps routed to the applicable DCO,

including in circumstances where the Participant or EA Trading Customer uses an

Affirmation Hub to route such Cleared Swap, shall be routed in a manner acceptable to

the applicable DCO and as soon as technologically practicable after execution, but in no

event later than ten (10) minutes after execution of the Cleared Swap. (i) Cleared Swaps that are routed through an Affirmation Hub shall be routed in

accordance with the following procedures:

(A) All Cleared Swaps executed: (x) via Voice RFQ, (y) on the Order Book

with the assistance of an Execution Specialist or (z) off of the SEF as

Block Trades in accordance with Rule 411, must be Affirmed by

Participants or Customers, as applicable, as soon as technologically

practicable after execution, and in no event later than ten (10) minutes

after execution; and

(B) All other Cleared Swaps shall be automatically submitted by the

Affirmation Hub to the relevant DCO as soon as technologically

practicable after receipt from the Company, without Participants or EA

Trading Customers being provided the opportunity to Affirm. (ii) Failure by a Participant or EA Trading Customer to Affirm a Cleared Swap routed

through an Affirmation Hub within the ten (10) minute time frame required by this

Rule 1002(b) shall be a violation of these Rules; provided that:

(A) such failure shall be a violation of these Rules only by the Participant(s)

or EA Trading Customer(s), as applicable, that failed to Affirm the

Cleared Swap in accordance with this Rule; and

(B) no such failure shall be a violation of these Rules where the failure was

substantially the result of, as determined in the Company’s discretion, any errors or delays caused by the Company or any Execution

Specialist. (iii) Investigations of possible violations of this Rule 1002(b) shall be conducted in

accordance with the Rules, including that the Company may determine to

impose summary fines in accordance with Rule 717. The Company shall review

each possible violation of this Rule 1002(b) in light of all the facts and

circumstances, including whether any errors or delays were caused by the

Company or any Execution Specialist. 96

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(c) The Company may modify, limit or discontinue the routing facilities described in

paragraph (b) above upon no less than 60 days’ prior notice to Participants. 1003. Clearing Arrangements

(a) As a condition to submitting or responding to an Order in an Order Book, submitting, responding or accepting a response to a Voice RFQ, or transacting a Block Trade, Permitted Package Transaction, New Swap/Old Terms or New Swap/Corrected Terms,

in each case for or involving a Cleared Swap, a Participant or Trading Customer that is

not a Clearing Member must, for each Cleared Swap, designate a Clearing Member to

pre-screen (in a manner consistent with the risk management requirements of futures

commission merchants that are clearing members set forth in CFTC Regulation 1.73)

and clear the Participant’s, Trading Customer’s, or Client Account’s side, as applicable, of the Cleared Swap that has entered into a Clearing Member Relationship Agreement

with the Company designating (on the Clearing Customer List attached to such Clearing

Member Relationship Agreement or pursuant to the Clearing Member/Participant

onboarding process established by the Company) the Participant, Trading Customer or

Client Account, as applicable, as a customer or proprietary account of the Clearing

Member with respect to that class of Cleared Swaps and the DCO designated for

clearing the Cleared Swap. The Company shall communicate the procedures for such

onboarding process, if applicable, as a Notice to Participants consistent with Rule 310. (b) As a condition to submitting or responding to an Order in an Order Book, submitting, responding or accepting a response to a Voice RFQ, or transacting a Block Trade, Permitted Package Transaction, New Swap/Old Terms or New Swap/Corrected Terms,

in each case for or involving a Cleared Swap, a Participant or Trading Customer that is a

Clearing Member with respect to such Cleared Swap must (i) screen such Order for

compliance with such Participant’s or Trading Customer’s Risk-Based Limits in a manner

consistent with the requirements of CFTC Regulation 23.609 and (ii) take steps

reasonably designed to ensure that any Cleared Swap resulting from such Order is

accepted for clearing at the applicable DCO. (c) To the extent required by Applicable Law, the parties to a Cleared Swap that is or is a

component of a Block Trade or Permitted Package Transaction, respectively, that is not

executed on the SEF must comply with the obligations set out in Rule 1003(a) and (b), as applicable. 1004. Swaps Rejected From Clearing

(a) 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)), any

Cleared Swap executed on or pursuant to the Rules of the SEF that is rejected from

clearing by the relevant DCO, including any rejected portion of a Package Transaction, shall be deemed void ab initio. The parties to such a Cleared Swap may not hold the

trade in a suspended state and re-submit it to the Company other than as provided for in

Rule 1005. (b) If the Company receives notice from a DCO that a Cleared Swap executed on or

pursuant to the Rules of the SEF has been rejected from clearing by the DCO, it shall, as

soon as technologically practicable after notice that the Cleared Swap was rejected from

clearing by the DCO, report to the SDR to which data for such Cleared Swap was

originally reported (i) pursuant to Part 43 of the CFTC’s Regulations, a cancellation of the

Cleared Swap and (ii) pursuant to Part 45 of the CFTC’s Regulations, a termination of

the Cleared Swap indicating, 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)), that it is void ab initio. 97

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(c) 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)), no

Participant or Trading Customer or prospective Participant or Trading Customer may

enforce a Breakage Agreement with another Participant or Trading Customer, or require

such an agreement as a condition to trading with such other Participant or Trading

Customer on or pursuant to the Rules of the SEF in respect of a Cleared Swap. 1005. Execution and Submission to Clearing of New Swap/Old Terms and New

Swap/Corrected Terms

(a) A New Swap/Old Terms or New Swap/Corrected Terms may be executed, exempt from

the prohibitions in Rule 614(b), and submitted for clearing, only in accordance with the

provisions of this Rule 1005. (b) Definitions. (i) DCO Rejected Swap. A “DCO Rejected Swap” means a Swap (other than a

New Swap/Old Terms) intended to be cleared that is executed on or pursuant to

the Rules of the SEF and is either:

(A) rejected from clearing by the relevant DCO as a result of a clerical or

operational error or omission made by the Company, a counterparty to

the Cleared Swap or a Participant, Trading Customer or other agent

acting on behalf of such counterparty, or

(B) a component of a Package Transaction rejected from clearing by the

relevant DCO because of the sequencing of the submission to the DCO

of the components of the Package Transaction for clearing and not

because the cleared components of the Package Transaction as a

whole breached or would have breached a credit limit. (ii) Cleared Error Swap. A “Cleared Error Swap” means a Cleared Swap executed

on the SEF with respect to which the counterparties identify an error after the

Swap is accepted for clearing by the relevant DCO. (iii) New Swap/Old Terms. A “New Swap/Old Terms” means:

(A) with respect to a DCO Rejected Swap, a swap executed on or pursuant

to the Rules of the SEF and submitted for clearing in accordance with

the provisions of Rule 1005(c), whose terms are identical, other than as

to time of execution, to the terms of the related DCO Rejected Swap;

(B) with respect to a Cleared Error Swap, a swap executed on or pursuant to

the Rules of the SEF and submitted for clearing in accordance with the

provisions of Rule 1005(d), for the purpose of offsetting and

extinguishing the Cleared Error Swap, whose terms, other than time of

execution, are identical to the terms of the related Cleared Error Swap, but on the opposite side of the market. (iv) New Swap/Corrected Terms. A “New Swap/Corrected Terms” means, with

respect to a Cleared Error Swap, including a Cleared Error Swap that is a

component Swap of a Package Transaction, a swap executed on or pursuant to

the Rules of the SEF and submitted for clearing in accordance with the

provisions of Rule 1005(d), whose terms, other than time of execution, reflect the

terms to which the original counterparties or intended counterparties mutually

assented when they executed the related Cleared Error Swap. 98

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(c) New Swap/Old Terms following a DCO Rejected Swap. (i) A counterparty (or, if applicable, the Introducing Agent or Account Manager

acting on behalf of a counterparty) to a DCO Rejected Swap may,will as quickly

as technologically practicable after receipt from the Company of notice of the

Cleared Swap’s rejection from clearing (but in any case no later than 30 minutes

from the issuance of a notice of rejection by the relevant DCO to such Clearing

Member), provide to the Company:

(A) a description of the clerical or operational error or omission that caused

the DCO Rejected Swap to be rejected from clearing or, in the case of a

component Swap of a Package Transaction, a description of the clearing

sequencing that caused the rejection of such component Swap from

clearing;

(B) the unique swap identifier (as that term is defined in CFTC Regulations)

for the DCO Rejected Swap and any additional information reasonably

requested by the Company; and

(C) a representation that the swap qualifies as a DCO Rejected Swap, which, subject to Section 1005(c)(iii)(A), shall be accompanied by a

request by both counterparties (or, if applicable, the Introducing Agent or

Account Manager acting on behalf of any such counterparty) for

submission by the Company to the relevant DCO of a New Swap/Old

Terms, to correct such clerical or operational error or omission. (ii) Upon receipt of the information listed in Rule 1005(c)(i) above, the Company

shall promptly make an affirmative finding as to whether the original Swap

qualifies as a DCO Rejected Swap consistent with the standards set forth in Rule

407(c). (iii) Upon making an affirmative finding that the original Swap qualifies as a DCO

Rejected Swap, and that the execution of a New Swap/Old Terms would be

consistent with the standards set forth in Rule 407(c), the Company will

determine whether it is able to determine how to correct the error. (A) If the Company is able to determine how to correct the error, the

Company may execute a New Swap/Old Terms, without obtaining the

consent of the counterparties, and submit it to the relevant DCO for

clearing, as soon as technologically practicable. (B) If the Company is not able to determine how to correct the error, it may

seek guidance from the counterparites to the original Cleared Swap on

how to address the error, and in such case, shall only submit a New

Swap/Old Terms after obtaining consent from the counterparties. (C) In no event shall a New Swap/Old Terms be executed pursuant to this

Rule 1005(c) later than 60 minutes from the issuance of a notice of

rejection by the relevant DCO to the relevant Clearing Members. (D) Execution of a New Swap/Old Terms must comply with the obligations

set out in Rule 1003, including that any New Swap/Old Terms be

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screened against applicable Risk-Based Limits in accordance with Rule

1003. (iv) Upon making an affirmative finding that the original Swap does not qualify as a

DCO Rejected Swap, the Company shall provide notice of such determination to

the counterparties to the DCO Rejected Swap. (v) If a New Swap/Old Terms is rejected from clearing by the relevant DCO, it shall

be deemed void ab initio, and the Company will not provide the parties to such

New Swap/Old Terms a second opportunity to enter into a New Swap/Old

Terms. (d) New Swap/Old Terms and New Swap/Corrected Terms following a Cleared Error Swap. (i) A counterparty (or, if applicable, the Introducing Agent or Account Manager

acting on behalf of a Trading Customer or Client Account) to a Cleared Error

Swap may, as quickly as technologically practicable after its determination of the

existence of such Cleared Error (but in any case no later than 3 days after the

Cleared Error Swap was executed), provide to the Company:

(A) a description of the clerical or operational error or omission in the terms

of the Cleared Error Swap;

(B) the unique swap identifier (as that term is defined in CFTC Regulations)

for the DCO Rejected Swap and any additional information reasonably

requested by the Company; and

(C) a representation that the Swap qualifies as a Cleared Error Swap, which

shall be accompanied by a request by both counterparties (or, if

applicable, the Introducing Agent or Account Manager acting on behalf

of any such counterparty) for submission by the Company to the relevant

DCO of a New Swap/Old Terms to offset and extinguish the Cleared

Error Swap and, if the counterparties so elect, a New Swap/Corrected

Terms to correct such clerical or operational error or omission. (ii) Upon receipt of the information listed in Rule 1005(d)(i) above, the Company

shall promptly make an affirmative finding as to whether the original Swap

qualifies as a Cleared Error Swap and whether the execution of a New Swap/Old

Terms and, if applicable, a New Swap/Corrected Terms would be consistent with

the standards set forth in Rule 407(c). (iii) Upon making an affirmative finding that the original Swap is a Cleared Error

Swap, and that the execution of a New Swap/Old Terms and, if applicable, a

New Swap/Corrected Terms would be consistent with the standards set forth in

Rule 407(c), the Company will determine whether it is able to determine how to

correct the error. (A) If the Company is able to determine how to correct the error, the

Company may execute a New Swap/Old Terms and New

Swap/Corrected Terms, as necessary, without obtaining the consent of

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the counterparties, and submit such Swaps to the relevant DCO for

clearing, as soon as technologically practicable. (B) If the Company is not able to determine how to correct the error, it may

seek guidance from the counterparites to the original Cleared Error

Swap on how to address the error, and in such case, shall only submit a

New Swap/Old Terms and, if applicable, a New Swap/Corrected Terms

after obtaining consent from the counterparties. (C) In no event, shall a New Swap/Old Terms or a New Swaps/Corrected

Terms be executed pursuant to this Rule 1005(d) later than 3 days after

the Cleared Error Swap was executed. (D) Execution of a New Swap/Old Terms or a New Swap/Corrected Terms

must comply with the obligations set out in Rule 1003, including that any

New Swap/Old Terms or New Swap/Corrected Terms be screened

against applicable Risk-Based Limits in accordance with Rule 1003. (iv) Upon making an affirmative finding that the original Swap does not qualify as a

Cleared Error Swap, the Company shall provide notice of such determination to

the counterparties to the Cleared Error Swap. (e) Upon execution of a New Swap/Old Terms or New Swap/Corrected Terms pursuant to

Rule 1005(c) or 1005(d) the Company shall report to the SDR to which it reported data

for the original DCO Rejected Swap(s) or Cleared Error Swap(s), as applicable, the swap

transaction data for the New Swap/Old Terms and New Swap/Corrected Terms pursuant

to Parts 43 and 45 of the CFTC’s Regulations, as well as the unique swap identifier (as

that term is defined in CFTC Regulations) for the original DCO Rejected Swap(s) or

Cleared Error Swap(s) and any termination, cancellation or other reporting event

applicable to such swaps, as applicable. (f) A counterparty (or, if applicable, the Introducing Agent or Account Manager acting on

behalf of a Trading Customer or Client Account) to a DCO Rejected Swap or Cleared

Error Swap shall promptly provide any and all information that the Company determines

is necessary to allow the Company to execute a New Swap/Old Terms or New

Swap/Corrected Terms in respect of such DCO Rejected Swap or Cleared Error Swap, as applicable.

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Chapter 11. MISCELLANEOUS

1101. Legal Certainty; Confirmations

(a) No Swap entered into on or pursuant to the rules of the SEF shall be void, voidable, subject to rescission, otherwise invalidated or rendered unenforceable as a result of: (i) a

violation by the SEF of the provisions of Section 5h of the CEA or of Part 37 of the CFTC

Regulations; (ii) any CFTC proceeding to alter or supplement a rule, term or condition of

the SEF under Section 8a(7) of the CEA or to declare an emergency under Section 8a(9)

of the CEA; or (iii) any other proceeding the effect of which is to: (a) alter or supplement

a specific term or condition or trading rule or procedure or (b) require the SEF to adopt a

specific term or condition, trading rule or procedure or take or refrain from taking a

specific action. (b) Issuance of SEF Confirmations for Cleared Swaps. In accordance with CFTC

Regulation 37.6(b) and Parts 43 and 45 of CFTC Regulations, the Company will make

available to each counterparty or, if applicable, the Introducing Agent or Account

Manager acting on behalf of a Trading Customer or Client Account that is a counterparty,

to a Cleared Swap that is entered into on the SEF or otherwise pursuant to these Rules a

written record of all of the terms of the transaction (including any confirmation received

from the SEF) which shall legally supersede any previous agreement and serve as a

confirmation of the transaction. An Introducing Agent or Account Manager acting on

behalf of a Trading Customer or Client Account as a counterparty to a Cleared Swap

shall provide to the underlying Trading Customer or Client Account such confirmation

received from the Company. (c) Issuance of SEF Confirmations for Uncleared Swaps. (i) The economic terms specific to the transaction agreed by the Participants or

Trading Customers on the SEF with respect to an Uncleared Swap shall be

reflected by the Company in a written communication (the "Trade

Communication") sent to or through the applicable Participants. The Trade

Communication shall incorporate by reference the terms of any underlying

previously-negotiated freestanding agreements between the counterparties

(including, without limitation, ISDA master agreements, other master

agreements, terms supplements, master confirmation agreements, and

incorporated industry definitions) governing such transaction existing at the time

of such commitment to which the Participants, Trading Customers, or Client

Accounts, as applicable, are parties (the “Terms Incorporated by Reference”). (ii) The Trade Communication, for purposes of these Rules and CFTC Regulation

37.6(b) and Parts 43 and 45 of CFTC Regulations, shall serve as a confirmation

of such transaction and, in the event of any inconsistency between the terms

specified in the Trade Communication and the Terms Incorporated by

Reference, the terms of the Trade Communication shall legally supersede any

contradictory terms. (iii) Each Trade Communication shall state (A) that it incorporates the Terms

Incorporated by Reference and (B) that in the event of any inconsistency

between a Trade Communication and the Terms Incorporated by Reference, the

terms of the Trade Communication shall legally supersede any contradictory

terms. (iv) Each counterparty (or, if applicable, the Introducing Agent or Account Manager

acting on behalf of a Trading Customer or Client Account) that enters into an

Uncleared Swap pursuant to these Rules shall provide any underlying

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previously-negotiated freestanding agreements, the terms of which are

incorporated in the Terms Incorporated by Reference, to the Company upon

request. (v) Upon request from the CFTC, the Company shall request from any counterparty

(or, if applicable, the Introducing Agent or Account Manager acting on behalf of a

Trading Customer or Client Account) that enters into an Uncleared Swap

pursuant to these Rules any previously-negotiated freestanding agreements, the

terms of which are incorporated in the Terms Incorporated by Reference, to the

Company upon request and shall furnish such agreements to the CFTC as soon

as they are available to the Company. (d) For both Cleared Swaps and Uncleared Swaps executed on or pursuant to the Rules of

the SEF, the confirmation of all terms of the transaction shall be effective as of the time

of execution; provided that specific customer identifiers for Client Accounts included in

bunched orders need not be included in confirmations provided by the Company if the

applicable requirements of CFTC Regulation 1.35(b)(5) are satisfied by the Account

Manager. (e) The Company may use a third-party service provider to issue confirmations to the

counterparties, whether in Cleared Swaps or Uncleared Swaps, provided such

third-party provider is contractually obligated to satisfy the requirements of the Company

and Applicable Law. 1102. Trading by Company Officials Prohibited; Misuse of Material, Non-Public Information

(a) No Board member, member of a Disciplinary Panel or Appeals Panel or Company

Official may trade (for such individual’s own account, or for or on behalf of any other

account), directly or indirectly, any Swap, swap traded on another swap execution facility

or other market, or any commodity interest relating thereto where such individual has

access to material non-public information (as defined in CFTC Regulation 1.59(a))

concerning such Swap or commodity interest. (b) Company Officials, agents and independent contractors of the Company are prohibited

from disclosing material non-public information (as defined in CFTC Regulation 1.59(a))

obtained as a result of their employment, agency relationship or engagement with the

Company. (c) No Company Official may trade (for such individual’s own account, or for or on behalf of

any other account), directly or indirectly any Swap or any commodity interest related

thereto. (d) No Person subject to the jurisdiction of the Company under Rule 301 may trade for such

Person’s own account, or for or on behalf of any other account, in any commodity

interest, on the basis of any material, non-public information (as defined in CFTC

Regulation 1.59(a)) that such person knows was obtained in violation of CFTC

Regulation 1.59(d)(1) from any Board member, member of a Disciplinary Panel or

Appeals Panel, Company Official or agent or independent contractor of the Company. 1103. Gifts and Gratuities

Except with the prior written approval of the Chief Compliance Officer, no Participant, Trading

Customer, Authorized User or Client Account shall, directly or indirectly, give or permit to be

given anything of value, including gifts and gratuities, to any Director or Officer of, or individual

employed by, the Company in an amount that exceeds the maximum value permitted by the

Company’s gifts and entertainment policy as in force from time to time. 103

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1104. Market Data

(a) Subject to each Participant’s or Trading Customer’s rights in its Participant Data

(including fills) and the terms of the Participant Documentation, the Company shall have

a royalty free, worldwide, perpetual license to any Participant Data, and shall own all

rights, title and interest in and to all intellectual property and other proprietary rights

(including all copyright, patent, trademark or trade secret rights) in all derivative works

based on Participant Data that are created by or on behalf of the Company to the extent

that such derived data is truly a derivative of the Participant Data, and, unless required

by Applicable Law or pursuant to agreements with a DCO to use such Market Data solely

for internal risk management purposes, and decisions with respect to use and

distribution of Market Data shall be made by the Board of the Company; provided, however, subject to its obligations under Applicable Law and such DCO agreements, the

Company shall not use (or permit other parties to use) Market Data, including the

Participant Data, to replicate or reverse engineer a Participant’s or Trading Customer’s

trading strategies, and Company shall not sell, retransmit or redistribute Participant Data

unless such Participant Data is anonymized and aggregated with other Market Data,

including but not limited to the transaction data of other Participants or Trading

Customers. Participants, Trading Customers and other Persons Affiliated with any of the

foregoing may not distribute, sell or retransmit Market Data to any third party without the

consent of the Company, provided that each Participant and Trading Customer, if

applicable, retains such rights as it may enjoy under Applicable Law with respect to

Participant Data solely in the form such Participant Data was submitted to the Company

by such Participant or Trading Customer. Nothing in this Rulebook or Participant

Documentation shall restrict a Participant or Trading Customer with respect to its use of

(including creation of any derivative works in respect of) its own Participant Data. (b) The Company will not use for business or marketing purposes any proprietary data or

personal information collected or received from or on behalf of any Person for the

purpose of fulfilling the Company’s regulatory obligations. (c) The Company may share such proprietary data or personal information with one or more

registered entities (as such term is defined in CFTC Regulations) in accordance with

Applicable Law. (d) Each Participant, Trading Customer, and Account Manager (on behalf of itself and its

Client Accounts) hereby acknowledges and agrees that the Company may disclose and

disseminate swap transaction and pricing data and Required Swap Creation Data

pursuant to these Rules. (e) Each Participant and Trading Customer acknowledges and agrees that the Company

owns and shall retain all right, title and interest in and to the SEF, all components

thereof, including without limitation all related applications, all application programming

interfaces, user interface designs, software and source code and any and all intellectual

property rights therein, including, without limitation all registered or unregistered, as

applicable copyright, trade mark, service mark, trade secret, trade name, data or

database rights, design rights, moral rights, inventions, whether or not capable or

protection by patent or registration, rights in commercial information or technical

information, including know-how, research and development data and manufacturing

methods, patent, and other intellectual property and ownership rights, including

applications for the grant of any of the same, in or to the SEF and all other related

proprietary rights of the Company and/or any of its Affiliates (together, with any and all

enhancements, corrections, bug fixes, updates and other modifications to any of the

foregoing and any and all data or information of any kind transmitted by means of any of

the foregoing, “Proprietary Information”). Each Participant and Trading Customer further

acknowledges and agrees that the Proprietary Information is the exclusive, valuable and

confidential property of the Company. Each Participant and Trading Customer

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acknowledges and agrees that it shall not reverse engineer, copy, bug fix, correct, update, transfer, reproduce, republish, broadcast, create derivative works based on or

otherwise modify, in any manner, all or any part of the SEF or the Proprietary

Information. Each Participant and Trading Customer agrees to keep the Proprietary

Information confidential and not to transfer, rent, lease, loan, sell or distribute, directly or

indirectly, all or any portion of the SEF or any Proprietary Information. 1105. Anti-Money Laundering and Anti-Terrorism

It is Company policy (a) not to engage in or knowingly assist any money laundering or other illicit

business; and (b) not to engage in or knowingly assist, or be a conduit for, terrorist financing. Participants will be required to provide to the Company sufficient information relating to

Participants and their Trading Customers, if applicable, for the Company to complete “know your

customer” checks and to conduct restricted list searches, including searches against the

Specially Designated Nationals and Blocked Persons list maintained by the Office of Foreign

Assets Control of the U.S Department of the Treasury. 1106. Confidentiality

Except as otherwise provided in these Rules and the Participant Documentation, all non-public

information provided by a Participant, Authorized User or Trading Customer to the Company

shall be held in confidence and shall not be made known to any other Person except as follows:

(a) with the consent of the Participant, Authorized User or Trading Customer providing such

information;

(b) to a Government Agency or the regulatory authority of any foreign jurisdiction, if the

Company is requested or legally required to do so by such Government Agency;

(c) pursuant to legal process;

(d) to a Derivatives Clearing Organization of which such Participant or Trading Customer is

a member or in connection with the clearing of a Swap;

(e) to a Swap Data Repository;

(f) subject to appropriate confidentiality requirements, to any Person providing services to

the Company, including the Regulatory Services Provider;

(g) pursuant to an information sharing agreement or other arrangement or procedures in

accordance with Rule 1107;

(h) to the Board, Board committees, Disciplinary Panels, Company Officials, attorneys, auditors, and agents and independent contractors that have been engaged by the

Company who require such information in connection with the discharge of their duties to

the Company; and

(i) as otherwise permitted under these Rules. 1107. Information-Sharing Agreements

The Company may enter into agreements or other arrangements or procedures to coordinate

surveillance with domestic or foreign regulators, self-regulatory organizations, clearing

organizations, exchanges, markets or other execution facilities to share information and provide

other forms of mutual assistance for market surveillance, audits, investigations, enforcement

actions and other regulatory purposes required by CFTC Regulation 37.504 and Applicable Law. As part of any such information-sharing agreements or other arrangements or procedures

adopted pursuant to this Rule, the Company may:

(a) provide market surveillance reports to other markets and to clearing organizations;

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(b) share information and documents concerning current and former Clearing Members, Participants, Authorized Users, Client Accounts and Trading Customers with other

markets and clearing organizations;

(c) share information and documents concerning ongoing and completed investigations with

other markets and clearing organizations; and/or

(d) require Clearing Members, Participants, Authorized Users, Client Accounts and Trading

Customers to provide information and documents to the Company as reasonably

practicable. 1108. Regulatory Services Agreement

If the Company enters into a Regulatory Services Agreement with an RSP to provide certain

regulatory services for the Company, the RSP may perform certain surveillance, investigative, and regulatory functions under these Rules and the Company may provide information to the

RSP in connection with the performance by the RSP of those functions. The Chief Compliance

Officer shall retain supervisory authority with respect to any functions performed by the RSP

pursuant to such Regulatory Services Agreement. 1109. Force Majeure

Notwithstanding any other provision of these Rules, the Company shall not be obligated to

perform its obligations under these Rules or any agreement with a Participant or Trading

Customer, or to compensate any Person for losses occasioned by any delay or failure of

performance, to the extent a delay or failure of performance is the result of circumstances that

the Company determines, in its sole discretion, may have an adverse effect upon the functions

and facilities of the Company, including acts of God, fire or other natural disasters, bomb threats, acts of terrorism or war, severely inclement weather, power outages, or interruption in

telecommunications or Internet services or services by network service providers. 1110. Extension or Waiver of Rules

The Company may, in its sole discretion, waive, or extend the time period for performing, any act

or acts designated by these Rules, but only to the extent that such waiver or extension is not

inconsistent with the CEA or CFTC Regulations. 1111. Effect of Amendment, Repeal or New Rule

The Company may, in compliance with the CEA and CFTC Regulations, amend or repeal any

Rule and/or adopt new Rules. Any such amendment or repeal of a Rule or adoption of a new

Rule, shall, upon the effective date of such amendment, repeal or adoption, as applicable, be

binding on all Persons subject to the jurisdiction of the Company (regardless of when any such

Person became subject to the Company’s jurisdiction) and all Swaps (regardless of whether any

such Swap was entered into after such effective date); provided that any amendment or repeal of

Rules or any adoption of new Rules regarding disclosure or confidentiality of Participant Data or

information about a Participant, Trading Customer, or Client Account, as applicable, shall be

binding on all Persons subject to the jurisdiction of the Company after the effective date of such

amendment, repeal or adoption, and all Swaps entered into after such effective date. The

Company shall, if reasonably practicable, provide Participants with prior notice of any

amendment or repeal of any Rule or adoption of any new Rule, provided that any such

amendments will comply with the obligations specified in Part 40 of the CFTC Regulations. The

Participants agree to provide such notice received from the Company, as appropriate, to their

respective Trading Customers and Client Accounts (if any).

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1112. Signatures

Rather than rely on an original signature, the Company may elect to rely on a signature that is

transmitted, recorded or stored by any electronic, optical, or similar means (including telecopy,

imaging, photocopying, electronic mail, electronic data interchange, telegram, or telex) as if it

were (and the signature shall be considered and have the same effect as) a valid and binding

original. 1113. Governing Law; Legal Proceedings

(a) The Rules, and the rights and obligations of the Company, Participants, Authorized

Users, Trading Customers and any other Person under these Rules, shall be governed

by, and construed in accordance with, the laws of the State of New York applicable to

contracts executed and performed wholly within the State of New York, without regard to

any provisions of New York law that would apply the substantive law of a different

jurisdiction. (b) Any action, suit or proceeding against the Company, its Officers, Managers, limited

liability company members, employees, agents or any member of any committee must

be brought within one year from the date that a cause of action has accrued. Any such

action, suit or proceeding shall be brought in the State or Federal courts located within

the Borough of Manhattan in the City of New York. Each Participant, Authorized User

and Trading Customer expressly consents to the jurisdiction of any such court, waives

any objection to venue therein, and waives any right it may have to a trial by jury. (c) In the event that any Person fails to prevail in a lawsuit or other legal proceeding related

to the business of the Company instituted by such Person against (i) the Company or (ii)

any Affiliate of the Company, or any of their respective officers, directors, equityholders, employees, agents, or any member of any committee, such Person shall pay to the

Company all expenses, including reasonable attorneys’ fees, incurred by the Company

in the defense of such proceeding. This paragraph shall not apply to Company

disciplinary actions, appeals thereof, or any instance in which the Board has granted a

waiver of the provisions hereof.

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