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Appendix A to Part 37 – Form SEF

COMMODITY FUTURES TRADING COMMISSION

FORM SEF

SWAP EXECUTION FACILITY 

APPLICATION OR AMENDMENT TO APPLICATION FOR REGISTRATION 

REGISTRATION INSTRUCTIONS

Intentional misstatements or omissions of material fact may constitute federal criminal violations (7 U.S.C. 

§ 13 and 18 U.S.C. § 1001) or grounds for disqualification from registration. 

DEFINITIONS

Unless the context requires otherwise, all terms used in this Form SEF have the same meaning as in the 

Commodity Exchange Act, as amended (“Act”), and in the General Rules and Regulations of the Commodity 

Futures Trading Commission (“Commission”) thereunder.

For the purposes of this Form SEF, the term “Applicant” shall include any applicant for registration as a swap 

execution facility, any applicant amending a pending application, or any registered swap execution facility that is 

applying for an amendment to its order of registration.

GENERAL INSTRUCTIONS

1. This Form SEF, which includes instructions, a Cover Sheet, and required Exhibits (together, “Form SEF”), 

is to be filed with the Commission by all Applicants, pursuant to section 5h of the Act and the 

Commission’s regulations thereunder. Applicants may prepare their own Form SEF but must follow the 

format prescribed herein. Upon the filing of an application for registration or a registration amendment in 

accordance with the instructions provided herein, the Commission will publish notice of the filing and afford 

interested persons an opportunity to submit written data, views, and arguments concerning such application. 

No application for registration or registration amendment shall be effective unless the Commission, by 

order, grants such registration or amended registration. 

2. Individuals’ names, except the executing signature, shall be given in full (Last Name, First Name, Middle 

Name).

3. Signatures on all copies of the Form SEF filed with the Commission can be executed electronically. If this

Form SEF is filed by a corporation, it shall be signed in the name of the corporation by a principal officer 

duly authorized; if filed by a limited liability company, it shall be signed in the name of the limited liability 

company by a manager or member duly authorized to sign on the limited liability company’s behalf; if filed 

by a partnership, it shall be signed in the name of the partnership by a general partner duly authorized; if 

filed by an unincorporated organization or association which is not a partnership, it shall be signed in the 

name of such organization or association by the managing agent, i.e., a duly authorized person who directs 

or manages or who participates in the directing or managing of its affairs.

4. If this Form SEF is being filed as an application for registration, all applicable items must be answered in 

full. If any item is inapplicable, indicate by “none,” “not applicable,” or “N/A,” as appropriate.

5. Under section 5h of the Act and the Commission’s regulations thereunder, the Commission is authorized to 

solicit the information required to be supplied by this Form SEF from any Applicant seeking registration as 

a swap execution facility and from any registered swap execution facility. Disclosure by the Applicant of 

the information specified on this Form SEF is mandatory prior to the start of the processing of an application 

for, or an amendment to, registration as a swap execution facility. The information provided in this Form 

SEF will be used for the principal purpose of determining whether the Commission should grant or deny 
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registration to an Applicant. The Commission may determine that additional information is required from 

the Applicant in order to process its application. A Form SEF which is not prepared and executed in 

compliance with applicable requirements and instructions may be returned as not acceptable for 

filing. Acceptance of this Form SEF, however, shall not constitute a finding that the Form SEF has 

been filed as required or that the information submitted is true, current, or complete. 

6. Except in cases where confidential treatment is requested by the Applicant and granted by the Commission 

pursuant to the Freedom of Information Act and the rules of the Commission thereunder, information 

supplied on this Form SEF will be included routinely in the public files of the Commission and will be 

available for inspection by any interested person. 

APPLICATION AMENDMENTS

1. An Applicant amending a pending application for registration as a swap execution facility or requesting an 

amendment to an order of registration shall file an amended Form SEF electronically with the Secretary of 

the Commission in the manner specified by the Commission. Otherwise, a swap execution facility shall file 

any amendment to this Form SEF as a submission under part 40 of the Commission’s regulations or as 

specified by the Commission. 

2. When filing this Form SEF for purposes of amending a pending application or requesting an amendment to 

an order of registration, Applicants must re-file the Cover Sheet, amended if necessary and including an 

executing signature, and attach thereto revised Exhibits or other materials marked to show changes, as 

applicable. The submission of an amendment represents that the remaining items and Exhibits that are not 

amended remain true, current, and complete as previously filed.

WHERE TO FILE

This Form SEF must be filed electronically with the Secretary of the Commission in the manner specified by the 

Commission. 
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COMMODITY FUTURES TRADING COMMISSION

FORM SEF

SWAP EXECUTION FACILITY 

APPLICATION OR AMENDMENT TO APPLICATION FOR REGISTRATION 

COVER SHEET

________________________________________________________________________________________________

Exact name of Applicant as specified in charter

________________________________________________________________________________________________

Address of principal executive offices

 If this is an APPLICATION for registration, complete in full and check here. 

 If this is an AMENDMENT to an application, or to an existing order of registration, list all items that are 

amended and check here. 

___________________________________________________________________________________

___________________________________________________________________________________

___________________________________________________________________________________

___________________________________________________________________________________

GENERAL INFORMATION

1. Name under which the business of the swap execution facility is or will be conducted, if different than name 

specified above (include acronyms, if any): 

____________________________________________________________________________________________

2. If name of swap execution facility is being amended, state previous swap execution facility name:

____________________________________________________________________________________________

3. Contact information, including mailing address if different than address specified above: 

____________________________________________________________________________________________

Number and Street

____________________________________________________________________________________________

City State Country Zip Code

___________________________________________________________________________________________

Main Phone Number Fax

 

 ___________________________________________________________________________________________

Website URL E-mail Address
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4. List of principal office(s) and address(es) where swap execution facility activities are/will be conducted:

Office Address

 _______________________________ _______________________________________________

 _______________________________ _______________________________________________

 _______________________________ _______________________________________________

5. If the Applicant is a successor to a previously registered swap execution facility, please complete the following:

a. Date of succession

______________________

b. Full name and address of predecessor registrant

__________________________________________________________________________________

Name

__________________________________________________________________________________

Number and Street

__________________________________________________________________________________

City State Country Zip Code

__________________________________________________________________________________

Main Phone Number Website URL

BUSINESS ORGANIZATION

6. Applicant is a:

 Corporation

 Partnership

 Limited Liability Company

 Other form of organization (specify) ____________________________

7. Date of incorporation or formation: _____________________________________________

8. State of incorporation or jurisdiction of organization: ______________________________________________

9. The Applicant agrees and consents that the notice of any proceeding before the Commission in connection with

this application may be given by sending such notice by certified mail to the person named below at the address

given.

____________________________________________________________________________________________

Print Name and Title

____________________________________________________________________________________________

Name of Applicant

____________________________________________________________________________________________

Number and Street

____________________________________________________________________________________________

City State Zip Code
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SIGNATURES

10. The Applicant has duly caused this application or amendment to be signed on its behalf by the undersigned,

hereunto duly authorized, this ___________ day of ________________________________, 20_____. The

Applicant and the undersigned represent hereby that all information contained herein is true, current, and

complete. It is understood that all required items and Exhibits are considered integral parts of this Form SEF and

that the submission of any amendment represents that all unamended items and Exhibits remain true, current, and

complete as previously filed.

____________________________________________________________________________________________

Name of Applicant

____________________________________________________________________________________________

Signature of Duly Authorized Person

____________________________________________________________________________________________

Print Name and Title of Signatory
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COMMODITY FUTURES TRADING COMMISSION

FORM SEF

SWAP EXECUTION FACILITY 

APPLICATION OR AMENDMENT TO APPLICATION FOR REGISTRATION 

EXHIBITS INSTRUCTIONS

The following Exhibits must be filed with the Commission by each Applicant applying for registration as a swap 

execution facility, or by a registered swap execution facility amending its registration, pursuant to section 5h of 

the Act and the Commission’s regulations thereunder. The Exhibits must be labeled according to the items 

specified in this Form SEF. 

The application must include a Table of Contents listing each Exhibit required by this Form SEF and indicating 

which, if any, Exhibits are inapplicable. For any Exhibit that is inapplicable, next to the Exhibit letter specify 

“none,” “not applicable,” or “N/A,” as appropriate. 

If the Applicant is a newly formed enterprise and does not have the financial statements required pursuant to 

Items 9 and 10 (Exhibits I and J) of this Form SEF, the Applicant should provide pro forma financial statements 

for the most recent six months or since inception, whichever is less.

LIST OF EXHIBITS

EXHIBITS – BUSINESS ORGANIZATION

1. Attach as Exhibit A, the name of any person who owns ten percent (10%) or more of the Applicant’s stock 

or who, either directly or indirectly, through agreement or otherwise, in any other manner, may control or 

direct the management or policies of the Applicant.

Provide as part of Exhibit A the full name and address of each such person and attach a copy of the 

agreement or, if there is none written, describe the agreement or basis upon which such person exercises or 

may exercise such control or direction.

2. Attach as Exhibit B, a list of the present officers, directors, governors (and, in the case of an Applicant that 

is not a corporation, the members of all standing committees, grouped by committee), or persons performing 

functions similar to any of the foregoing, of the swap execution facility or of any entity that performs the 

regulatory activities of the Applicant, indicating for each:

a. Name

b. Title

c. Dates of commencement and termination of present term of office or position

d. Length of time each present officer, director, or governor has held the same office or position

e. Brief account of the business experience of each officer and director over the last five (5) years

f. Any other business affiliations in the derivatives and securities industry 

g. For directors, list any committees on which they serve and any compensation received by virtue of 

their directorship

h. A description of:

(1) Any order of the Commission with respect to such person pursuant to section 5e of the 

Act;

(2) Any conviction or injunction against such person within the past ten (10) years;

(3) Any disciplinary action with respect to such person within the last five (5) years; 

(4) Any disqualification under sections 8b and 8d of the Act;

(5) Any disciplinary action under section 8c of the Act; and

(6) Any violation pursuant to section 9 of the Act. 
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3. Attach as Exhibit C, a narrative that sets forth the fitness standards for the Board of Directors and its 

composition including the number and percentage of public directors. 

4. Attach as Exhibit D, a narrative or graphic description of the organizational structure of the Applicant. 

Include a list of all affiliates of the Applicant and indicate the general nature of the affiliation. Note: If the 

swap execution facility activities of the Applicant are or will be conducted primarily by a division, 

subdivision, or other separate entity within the Applicant, corporation, or organization, describe the 

relationship of such entity within the overall organizational structure and attach as Exhibit D a description 

only as it applies to the division, subdivision, or separate entity, as applicable. Additionally, provide any 

relevant jurisdictional information, including any and all jurisdictions in which the Applicant or any 

affiliated entity are doing business, and registration status, including pending applications (e.g., country, 

regulator, registration category, date of registration). Provide the address for legal service of process for 

each jurisdiction, which cannot be a post office box. 

5. Attach as Exhibit E, a description of the personnel qualifications for each category of professional 

employees employed by the Applicant or the division, subdivision, or other separate entity within the 

Applicant as described in Item 4.

6. Attach as Exhibit F, an analysis of staffing requirements necessary to carry out the operations of the 

Applicant as a swap execution facility and the name and qualifications of each key staff person.

7. Attach as Exhibit G, a copy of the constitution, articles of incorporation, formation, or association with all 

amendments thereto, partnership or limited liability agreements, and existing by-laws, operating agreement, 

rules or instruments corresponding thereto, of the Applicant. Include any additional governance fitness

information not included in Exhibit C. Provide a certificate of good standing dated within one week of the 

date of this Form SEF.

8. Attach as Exhibit H, a brief description of any material pending legal proceeding(s), other than ordinary and 

routine litigation incidental to the business, to which the Applicant or any of its affiliates is a party or to 

which any of its or their property is the subject. Include the name of the court or agency where the 

proceeding(s) are pending, the date(s) instituted, the principal parties involved, a description of the factual 

basis alleged to underlie the proceeding(s), and the relief sought. Include similar information as to any 

proceeding(s) known to be contemplated by the governmental agencies.

EXHIBITS — FINANCIAL INFORMATION

9. Attach as Exhibit I:

a. (i) Balance sheet, (ii) Statement of income and expenses, (iii) Statement of cash flows, and (iv) 

Statement of sources and application of revenues and all notes or schedules thereto, as of the most 

recent fiscal year of the Applicant, or of its parent company, if applicable. If a balance sheet and 

any statement(s) certified by an independent public accountant are available, that balance sheet and 

statement(s) should be submitted as Exhibit I. 

b. Provide a narrative of how the value of the financial resources of the Applicant is at least equal to a 

total amount that would enable the Applicant to cover its operating costs for a period of at least one 

year, calculated on a rolling basis, and whether such financial resources include unencumbered, 

liquid financial assets (i.e., cash and/or highly liquid securities) equal to at least six months’ 

operating costs. 

c. Attach copies of any agreements establishing or amending a credit facility, insurance coverage, or 

other arrangement evidencing or otherwise supporting the Applicant’s conclusions regarding the 

liquidity of its financial assets. 

d. Representations regarding sources and estimates for future ongoing operational resources. 

10. Attach as Exhibit J, a balance sheet and an income and expense statement for each affiliate of the swap 

execution facility that also engages in swap execution facility activities or that engages in designated 

contract market activities as of the end of the most recent fiscal year of each such affiliate. 
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11. Attach as Exhibit K, the following:

a. A complete list of all dues, fees, and other charges imposed, or to be imposed, by or on behalf of 

the Applicant for its swap execution facility services that are provided on an exclusive basis and 

identify the service or services provided for each such due, fee, or other charge.

b. A description of the basis and methods used in determining the level and structure of the dues, 

fees, and other charges listed in paragraph (a) of this item.

c. If the Applicant differentiates, or proposes to differentiate, among its customers or classes of 

customers in the amount of any dues, fees, or other charges imposed for the same or similar 

exclusive services, describe and indicate the amount of each differential. In addition, identify and 

describe any differences in the cost of providing such services and any other factors that account 

for such differentiations. 

EXHIBITS — COMPLIANCE

12. Attach as Exhibit L, a narrative and any other form of documentation that may be provided under other 

Exhibits herein, that describes the manner in which the Applicant is able to comply with each core principle. 

Such documentation must include a regulatory compliance chart setting forth each core principle and 

providing citations to the Applicant’s relevant rules, policies, and procedures that address each core 

principle. To the extent that the application raises issues that are novel or for which compliance with a core 

principle is not self-evident, include an explanation of how that item and the application satisfy the core 

principles. 

13. Attach as Exhibit M, a copy of the Applicant’s rules (as defined in § 40.1 of the Commission’s regulations) 

and any technical manuals, other guides, or instructions for users of, or participants in, the market, including 

minimum financial standards for members or market participants. Include rules citing applicable federal 

position limits and aggregation standards in part 151 of the Commission’s regulations and any facility set 

position limit rules. Include rules on publication of daily trading information with regards to the 

requirements of part 16 of the Commission’s regulations. The Applicant should include an explanation and 

any other form of documentation that the Applicant thinks will be helpful to its explanation, demonstrating 

how its rules, technical manuals, other guides, or instructions for users of, or participants in, the market, or 

minimum financial standards for members or market participants as provided in this Exhibit M help support 

the swap execution facility’s compliance with the core principles.

14. Attach as Exhibit N, executed or executable copies of any agreements or contracts entered into or to be 

entered into by the Applicant, including third party regulatory service provider or member or user 

agreements that enable or empower the Applicant to comply with applicable core principles. Identify: (1) 

the services that will be provided; and (2) the core principles addressed by such agreement.

15. Attach as Exhibit O, a copy of any compliance manual and any other documents that describe with 

specificity the manner in which the Applicant will conduct trade practice, market, and financial surveillance.

16. Attach as Exhibit P, a description of the Applicant’s disciplinary and enforcement protocols, tools, and 

procedures and, if applicable, the arrangements for alternative dispute resolution. 

17. Attach as Exhibit Q, an explanation regarding the operation of the Applicant’s trading system(s) or 

platform(s) and the manner in which the system(s) or platform(s) satisfy any Commission rules, 

interpretations, or guidelines regarding a swap execution facility’s execution methods, including the 

minimum trading functionality requirement in § 37.3(a)(2) of the Commission’s regulations. This 

explanation should include, as applicable, the following:

a. For trading systems or platforms that enable market participants to engage in transactions through

an order book:

(1) How the trading system or platform displays all orders and trades in an electronic or other 

form, and the timeliness in which the trading system or platform does so;

(2) How all market participants have the ability to see and have the ability to transact on all 

bids and offers; and
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(3) An explanation of the trade matching algorithm, if applicable, and examples of how that 

algorithm works in various trading scenarios involving various types of orders.

b. For trading systems or platforms that enable market participants to engage in transactions through 

a request for quote system:

(1) How a market participant transmits a request for a quote to buy or sell a specific 

instrument to no less than three market participants in the trading system or platform, to 

which all such market participants may respond; 

(2) How resting bids or offers from the Applicant’s Order Book are communicated to the 

requester; and

(3) How a requester may transact on resting bids or offers along with the responsive orders. 

c. How the timing delay described under § 37.9 of the Commission’s regulations is incorporated into 

the trading system or platform.

18. Attach as Exhibit R, a list of rules prohibiting specific trade practice violations.

19. Attach as Exhibit S, a discussion of how trading data will be maintained by the swap execution facility.

20. Attach as Exhibit T, a list of the name of the clearing organization(s) that will be clearing the Applicant’s 

trades, and a representation that clearing members of that organization will be guaranteeing such trades.

21. Attach as Exhibit U, any information (described with particularity) included in the application that will be 

subject to a request for confidential treatment pursuant to § 145.9 of the Commission’s regulations.

EXHIBITS — OPERATIONAL CAPABILITY

22. Attach as Exhibit V, information responsive to the Technology Questionnaire. This questionnaire focuses 

on information pertaining to the Applicant’s program of risk analysis and oversight. Main topic areas 

include: information security; business continuity-disaster recovery planning and resources; capacity and 

performance planning; systems operations; systems development and quality assurance; and physical 

security and environmental controls. The questionnaire will be provided to Applicants on the Commission’s 

website.