311373480.2 

1177 Avenue of Americas

New York, New York 10036

1

April 13, 2022

Via email to FOIAsubmissions@cftc.gov

Assistant Secretary of the Commission for FOI,

Privacy and Sunshine Acts Compliance

U.S. Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street, N.W.

Washington, DC 20581

Re: FOIA Confidential Treatment Request

Dear Assistant Secretary:

TW SEF LLC (“TW SEF”) hereby requests that the U.S. Commodity Futures Trading Commission 

(the “Commission”) accord confidential treatment under the Freedom of Information Act (the 

“FOIA”) to the attached appendices (“Appendices”), which were submitted to the Commission on 

this date. This request pertains to all material in Appendix A and Appendix B and an additional 

redacted version of the Appendices is included with this submission. TW SEF requests that 

confidential treatment be afforded as long as the Commission retains the Appendices. In 

accordance with the Commission’s FOIA regulations, the Appendices each bear the designation

“Confidential Treatment Requested by TW SEF LLC.”

This request for confidential treatment under the FOIA is made pursuant to Commission 

Regulations 40.8 and 145.9(d), as the Appendices contain information that would reveal the trade 

secrets or confidential commercial or financial information of TW SEF and its affiliates. As required 

by Commission Regulation 40.8(c)(1), TW SEF has submitted, together with this request, a 

detailed written justification in support of the confidentiality of the Appendices.

This request shall not be construed as a waiver of any protection from disclosure or confidential 

treatment under Commission Regulations or any other protection from disclosure or confidential 

treatment accorded by law, and TW SEF will rely on and invoke any such confidentiality protection 

with respect to the Appendices. TW SEF requests that the Commission advise the undersigned, 

its representative, in advance of any disclosure of the Appendices pursuant to the FOIA so that 

this request for confidential treatment may be further substantiated. TW SEF further requests that 

if any of the Confidential Information is to be disclosed to Congress or any other federal or state 

governmental agency or department, a request for confidential treatment be made by the 

Commission on TW SEF’s behalf, or that we be permitted to make such a request directly.

If you have any questions, please do not hesitate to contact the undersigned at (646) 767-4923 

or by email at Devi.Shanmugham@tradeweb.com.

Very truly yours,

Devi Shanmugham

TWSEF CCO 
APPENDIX A

Explanation of Amended TW SEF Compliance Manual 

[REDACTED]
APPENDIX B

TW SEF Compliance Manual 

(Blackline and Clean Copies)

[REDACTED]
1177 Avenue of Americas

New York, New York 10036

1

FOIA CONFIDENTIAL TREATMENT REQUESTED

April 13, 2022

Assistant Secretary of the Commission for FOI,

Privacy and Sunshine Acts Compliance

U.S. Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street, N.W.

Washington, DC 20581

Re: FOIA Detailed Written Justification 

Dear Assistant Secretary:

This detailed written justification for confidential treatment of the attached appendices 

(“Appendices”) under the Freedom of Information Act (“FOIA”) is made pursuant to U.S. 

Commodity Futures Trading Commission (“Commission”) Regulations 40.8 and 145.9(d), as the 

Appendices contain information that would reveal the trade secrets or confidential commercial or 

financial information of TW SEF LLC (“TW SEF”) and its affiliates.

The general test for determining whether commercial information is exempt from disclosure under 

FOIA pursuant to this exemption is whether release of the information would “cause substantial 

harm to the competitive positions of the person from whom the information was obtained.” 

Acumenics Research & Tech. v. Dep’t of Justice, 843 F.2d 800, 807 (4th Cir. 1988) (quoting 

National Parks & Conservation Ass’n v. Morton, 498 F.2d 765, 770 (D.C. Cir. 1974)). There is no 

requirement to demonstrate actual competitive harm, rather “[a]ctual competition and the 

likelihood of substantial competitive injury is all that need to be shown.” Gulf & Western Indus., 

Inc. v. United States, 615 F.2d 527, 530 (D.C. Cir. 1979). Information is considered confidential 

where (i) there is actual competition in the relevant market, and (ii) disclosure is likely to cause 

substantial competitive injury. Id. With regard to proof of potential injury, evidence demonstrating 

the potential for economic harm is sufficient, and neither the omission nor the courts must conduct 

a sophisticated economic analysis to determine the likely effects of disclosure. Utah v. Bahe et 

al., 256 F.3d 967, 970 (10th Cir. 2001); Public Citizen Health Research Group v. Food & Drug 

Admin., 704 F.2d 1280, 1291 (D.C. Cir. 1983).

The information contained in the Appendices include non-public information regarding pricing, 

business structure and financial incentives relating to certain technological means for accessing 

TW SEF. TW SEF believes that disclosure of this information would provide its competitors with 

valuable insights regarding TW SEF’s clients, access to its products, and how TW SEF operates 

and funds its business. Disclosure of such information would allow other swap execution facilities 

insight into the strengths and weaknesses of TW SEF which could be used to achieve a 

competitive advantage. Disclosure of the Appendices would thus result in precisely the type of 

competitive harm to TW SEF that the provisions of FOIA and 17 C.F.R. § 145.9(d)(ii) are designed 

to prevent. See National Parks & Conservation Ass’n v. Kleppe, 547 F.2d 673, 684 (D.C. Cir. 

1976) (prohibiting disclosure where it would “provide competitors with valuable insights into the 

operational strengths and weaknesses” of a company). Disclosure of the Confidential Information 

would provide TW SEF’s competitors with an informational windfall at TW SEF’s expense that 

they are not entitled to under FOIA. See Worthington Compressors, Inc. v. Costle, 662 F.2d 45, 
52 (D.C. Cir. 1981) (“as a matter basic to our free enterprise system, private business information 

should be afforded appropriate protection, at least from competitors”). The Confidential 

Information thus falls squarely within the type of information that the provisions of FOIA and 

Commission Regulation 145.9(d)(ii) are designed to protect from disclosure.

For the foregoing reasons, TW SEF respectfully requests that the Commission maintain the 

confidential privilege afforded to this type of information and refrain from releasing the Appendices 

as such action could prove harmful to TW SEF.

If you have any questions, please do not hesitate to contact the undersigned at (646) 767-4923 

or by email at Devi.Shanmugham@tradeweb.com.

Very truly yours,

Devi Shanmugham

TWSEF CCO
APPENDIX A

Explanation of Amended TW SEF Compliance Manual

Chapter/Clause Description of Amendment Reason

Cover 

Page/Footer

Updated version number and date Conforming change

Table of Contents Updated page numbers and section titles Conforming change

2.2 Removal of references to completing 

registration

SEF has completed 

registration

2.3 Removal of references to completing 

registration

SEF has completed 

registration

3.1.2 Add CCO responsibility to train employees, 

remove requirement to conduct a 3-month 

follow-up review

Streamline 

compliance audits

4.1.7 Remove unnecessary clause Routine

update/clarification

4.2 Clarify that ROC may raise an objection to 

prevent a rule or product filing

Routine 

update/clarification

6.1 Remove reference to the RSP and replace 

with Compliance Department

The SEF will not 

utilize the RSP for 

audit trail review 

purposes

6.2 Minor grammar change Routine 

update/clarification

6.4 Remove reference to Participants and 

clarify that the summary of fitness reports is 

to be included in the Annual Compliance 

Report

Correct erroneous 

reference and clarify 

that fitness report 

summaries are not 

stand-alone reports

6.5.1 Updated to conform to CFTC Regulations CFTC Regulation 

37.1501(d)

6.5.2 Updated to conform to CFTC Regulations CFTC Regulation 

37.1501(d)

7.2 Updated to conform to CFTC terminology CFTC Regulation 

45.5

8.2 Removal of TW SEF’s description of RSP 

service in favor of including the RSP’s 

policies in Appendix A

RSP’s policies are 

more accurate in 

describing how the 

RSP operates

8.2.3 Replace requirement for quarterly sampling 

with annual sampling, add requirement for 

a monthly review with RSP, and add 

requirement for a yearly review

Update trade 

surveillance 

procedures
8.3 Replace SEF-specific market surveillance 

provisions with those of the RSP in 

Appendix A

RSP’s policies are 

more accurate in 

describing how the 

RSP operates

8.4 Clarify that the SEF, and not the RSP 

where required, will be responsible for any 

additional financial surveillance due 

diligence

The SEF will not 

utilize the RSP for 

any additional 

financial surveillance 

due diligence

8.5 Clarify that the Market Regulation Team, 

and not the RSP, will be responsible for 

Real-Time Market Monitoring

The SEF will not 

utilize the RSP for 

real-time market 

monitoring purposes

8.5.1 Clarify that the Market Regulation Team will 

be responsible for Real-Time Market 

Monitoring and remove unnecessary 

examples

Conforming change; 

Routine 

update/clarification

8.5.2 Remove the 15-minute time requirement 

and clarify that notification processes for 

the CCO should be automated

Update market 

monitoring policies

8.5.3 Clarify role of the ROC in Emergency 

Actions

Update market 

monitoring policies

8.5.4 Revise provisions regarding TW SEF’s 

surveillance of electronic communications

Include TW SEF 

policies and 

procedures 

language regarding 

electronic 

communications

8.7 Removal of product monitoring provisions The SEF will not 

utilize the RSP for 

product monitoring 

purposes

9.3.1.3 Clarify that certain preliminary inquiries 

may not automatically become 

investigations, depending on the facts and 

circumstances

Update market 

monitoring policies

11 Clarify that TW SEF does not offer swaps 

that are linked to broad-based equity 

indexes

Routine 

update/clarification

13 Remove general provisions and state that 

positions limits and position accountability 

levels currently do not apply

Routine 

update/clarification

14.1.3 Clarify that the SEF, and not the RSP 

where required, will be responsible for any 

additional financial surveillance due 

diligence

The SEF will not 

utilize the RSP for 

any additional 
financial surveillance 

due diligence

16.3.2 Remove notice requirement applicable to 

Participants since the SEF will now handle 

such notices 

Update to block 

trade and error trade 

notice policies

16.4.2 Updated to conform to CFTC terminology CFTC Regulation 

45.5

16.4.3 Updated to conform to CFTC terminology CFTC Regulation 

45.5

16.4.4 Removal of outdated reference to the 

CFTC Interim Compliant Identifier

CFTC Regulation 

45.6

16.4.5 Clarify that the SEF’s SDR does not have a 

UPI regime

CFTC Regulation 

45.7

16.4.7 Updated to conform to CFTC terminology CFTC Regulation 

45.5

17.5 Updated to conform to CFTC Regulations CFTC Regulation 

1.31(c)(2)

18.1 Updated to conform to CFTC Regulations CFTC Regulation 

37.1401

18.3 Add citations to relevant CFTC Regulations Routine 

update/clarification

18.4 Remove unnecessary examples Routine 

update/clarification

19.1 Add reference to the SEF’s LLCA provision 

that allows for the removal of a Board 

Member

Routine 

update/clarification

Appendix A Add policies from RSP for reference Routine 

update/clarification
APPENDIX B

TW SEF Compliance Manual 

(Blackline and Clean Copies)