SUBMISSION COVER SHEET

IMPORTANT: Check box if Confidential Treatment is requested

Registered Entity Identifier Code (optional): 21-197

Organization: NEX SEF Limited ("NEX SEF")

Filing as a: DCM SEF DCO SDR 

Please note - only ONE choice allowed.

Filing Date (mm/dd/yy): 04/26/21 Filing Description: Amendments to the NEX SEF 

Limited Governance Policy and Adoption of the Board of Directors Terms of 

Reference

SPECIFY FILING TYPE 

Please note only ONE choice allowed per Submission.

Organization Rules and Rule Amendments

Certification § 40.6(a)

Approval § 40.5(a)

Notification § 40.6(d)

Advance Notice of SIDCO Rule Change § 40.10(a)

SIDCO Emergency Rule Change § 40.10(h)

Rule Numbers: N/A

New Product Please note only ONE product per Submission.

Certification § 40.2(a) 

Certification Security Futures § 41.23(a)

Certification Swap Class § 40.2(d)

Approval § 40.3(a)

Approval Security Futures § 41.23(b)

Novel Derivative Product Notification § 40.12(a)

Swap Submission § 39.5

Official Product Name: 

Product Terms and Conditions (product related Rules and Rule Amendments)

Certification § 40.6(a) 

Certification Made Available to Trade Determination § 40.6(a)

Certification Security Futures § 41.24(a)

Delisting (No Open Interest) § 40.6(a) 

Approval § 40.5(a)

Approval Made Available to Trade Determination § 40.5(a)

Approval Security Futures § 41.24(c)

Approval Amendments to enumerated agricultural products § 40.4(a), § 40.5(a)

“Non-Material Agricultural Rule Change” § 40.4(b)(5)

Notification § 40.6(d)

Official Name(s) of Product(s) Affected: 

Rule Numbers: 
300 Vesey Street New York, NY 10282 T 212 299 2200 F 212 301 4645 christopher.bowen@cmegroup.com cmegroup.com

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Christopher Bowen

Managing Director and Chief Regulatory Counsel

Legal Department

April 26, 2021

VIA ELECTRONIC PORTAL

Mr. Christopher J. Kirkpatrick

Office of the Secretariat

Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street, N.W.

Washington, D.C. 20581

Re: CFTC Regulation 40.6(a) Certification. Amendments to the NEX SEF Limited 

Governance Policy and Adoption of Board of Directors Terms of Reference.

NEX SEF Submission No. 21-197

Dear Mr. Kirkpatrick:

Pursuant to Commodity Futures Trading Commission (“CFTC” or “Commission”) Regulation 40.6(a), NEX 

SEF Limited (“NEX SEF”) hereby certifies to the Commission amendments to the NEX SEF Governance 

Policy (the “Policy”) and the adoption of the Board of Directors Terms of Reference (“ToR”) (collectively, 

the “Rule Amendments”) effective on May 11, 2021.

The adoption of the Board of Directors Terms of Reference is designed to ensure that the roles and 

responsibilities of both the Board of Directors and senior management of NEX SEF are clearly defined 

and communicated across the organization. In this regard, the ToR sets forth certain items as being 

reserved for the Board of Directors to remove any potential ambiguity. Among other things, the ToR:

• Sets forth the duties and composition of the Board of Directors

• Describes the operation of the Board of Directors meetings

• Sets forth items reserved to the Board of Directors in the following categories subject to 

certain specified delegations:

o Strategic matters

o Risk and control matters

o Operational matters

o Compliance and regulatory matters

o Financial matters

• Describes the items required to be reported to the Board of Directors

• Describes the role of senior management

NEX SEF is also amending the Policy to:

• Delete language which has been inserted within the ToR

• Delete obsolete references (e.g., Nominating and Participation Committees)

• Clarify CME Group as the regulatory services provider to NEX SEF

The Policy has been previously certified with the Commission (see NEX SEF Submission No. 20-524 

dated December 14, 2020). Pursuant to Commission Regulation 37.3(b)(3), once a SEF is registered as 

such with the Commission, any amendments to Form SEF must be filed as a submission under part 40 

of the Commission’s regulations or as otherwise specified by the Commission.1 The Rule Amendments 

1 See 78 Fed. Reg. 33476, at 33485 (June 4, 2013).
300 Vesey Street New York, NY 10282 T 212 299 2200 F 212 301 4645 christopher.bowen@cmegroup.com cmegroup.com

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serve to amend NEX SEF Submission No. 20-524. As a result, NEX SEF is certifying the Rule 

Amendments to comply with the requirements set forth by the Commissions Regulation. 

Appendix A, with additions underscored and deletions struck though, and Appendix B provide the Policy 

and Board of Directors Terms of Reference, respectively. Appendix A and Appendix B are provided under 

separate cover (confidential treatment requested).

Pursuant to Section 5c(c) of the Commodity Exchange Act (the “Act”) and Regulations 37.3(b)3 and 40.6(a), 

NEX SEF hereby certifies that the Rule Amendments comply with the Act, as amended, and the 

Commission’s regulations thereunder. There were no substantive opposing views to this proposal.

NEX SEF certifies that this submission has been concurrently posted on its website at 

http://www.cmegroup.com/market-regulation/rule-filings.html.

If you require any additional information regarding this submission, please contact the undersigned at 212-

299-2200 or via email at CMEGSubmissionInquiry@cmegroup.com.

Sincerely,

/s/ Christopher Bowen

Managing Director and Chief Regulatory Counsel

Attachments: Appendix A: Governance Policy (blackline format) (attached under separate cover and 

confidential treatment requested) 

Appendix B: Board of Directors Terms of Reference (attached under separate cover and 

confidential treatment requested)
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Appendix A 

CONFIDENTIAL TREATMENT REQUESTED

NEX SEF

Governance Policy

(ATTACHED UNDER SEPARATE COVER)
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Appendix B

CONFIDENTIAL TREATMENT REQUESTED

NEX SEF

Board of Directors Terms of Reference 

(ATTACHED UNDER SEPARATE COVER)