BGC Derivative Markets, L.P

Rule Implementation Submission 2022-01

June 7, 2022

1. The texts of the amended Rules are appended as Attachment A. Any additions are 

underlined and any deletions are struck through.

2. The date of intended implementation for these rules is ten business days following the 

filing of this submission.

3. Attached, please find a certification that: (1) these rules comply with the Commodity 

Exchange Act (“Act”), and the Commission’s regulations thereunder; and (2) concurrent 

with this submission, BGCDMLP posted on its website: (i) a notice of pending 

certification of the rule amendments with the Commission; and (ii) a copy of this 

submission.

4. A concise explanation and analysis of the operation, purpose, and effect of each of the 

amended rules appears below.

5. There were no opposing views expressed regarding these amended rules.

6. Confidential treatment is not requested.

CONCISE EXPLANATION AND ANALYSIS OF THE OPERATION, PURPOSE, AND 

EFFECT OF THE RULE AMENDMENT AND ITS COMPLIANCE WITH APPLICABLE 

PROVISIONS OF THE ACT, INCLUDING CORE PRINCIPLES AND THE 

COMMISSION’S REGULATIONS THEREUNDER

Pursuant to Commission Rule 40.6(a)(7)(vi), the following is a concise explanation and analysis 

of the operation, purpose, and effect of the amended rules. The attached amendments are 

cumulative and in response to suggestions and guidance from the staff during the course of the 

staff review of the BGCDMLP application for registration as a Swap Execution Facility. These 

amendments are either:

(1) technical corrections to align the rules more closely with the language of Commission 

Rules; and/or

(2) amendments made in response to guidance of Commission staff.

The following chart identifies the changed rules and notes the effect of the change and an 

explanation of the operation, purpose, and effect of the change.
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CONCISE EXPLANATION AND ANALYSIS OF THE OPERATION, PURPOSE, AND 

EFFECT OF THE RULE AMENDMENT AND ITS COMPLIANCE WITH APPLICABLE 

PROVISIONS OF THE ACT

Rule Rule Title Effect

201(a) Composition of the Board of 

Directors

Amend rule to more closely align with 

CFTC Regulations. 

201(b) Role of the Board of Directors Amend rule to more closely align with 

CFTC Regulations. 

203(a) Establishment of Regulatory 

Oversight Committee

Amend rule to more closely align with 

CFTC Regulations. 

203(b) Role of the ROC Amend rule to more closely align with 

CFTC Regulations. 

204(b) Disciplinary Committee -

Composition 

Amend rule for an incorrect CFTC Rule 

number. 
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CERTIFICATIONS PURSUANT TO SECTION 5c OF THE COMMODITY EXCHANGE 

ACT, 7 U.S.C. §7A-2 AND COMMODITY FUTURES TRADING COMMISSION RULE 40.6, 

17 C.F.R. §40.6 

I hereby certify that:

(1) the amended Rules above comply with the Commodity Exchange Act, and the 

Commodity Futures Trading Commission’s regulations thereunder; and

(2) concurrent with this submission, BGC Derivative Markets, L.P. posted on its website:

(a) a notice of pending certification of the above Rules with the Commission; and (b) 

a copy of this submission 

By: Michael C. Sulfaro

Title: Chief Compliance Officer 

Date: June 7, 2022
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BGC Derivative Markets, L.P. Rules

PART 2. GOVERNANCE. 

201. Board of Directors.

The Board shall have all the powers and authority permitted by law, the Facility’s 

Rulesand its formation Partnership Agreement. The Board of Directors shall be 

appointed by the general partner of BGC Derivative Markets, L.P. The Board 

shall be composed in accordance with the standards set forth in Commission Rule

1.64(b)(1) and (b)(3), whichare incorporated herein by reference.

(a) Composition of the Board of Directors. 

(i) At least thirty-five percent of the directors of the Facility shall be Public 

Directors;

(ii) To qualify as a Public Director of the Facility, an individual must first be 

found, by the Board of Directors, on the record, to have no material 

relationship with the Facility. A “material relationship” is one that 

reasonably could affect the independent judgment or decision making of 

the director.

(iii) In addition, a director shall be considered to have a “material 

relationship” with the Facility if any of the following circumstances exist:

(A) The director is an officer or employee of the Facility or an 

officer or employee of its affiliate. In this context, “affiliate” 

includes parents or subsidiaries of the Facility or entities that 

share a common parent with the Facility;

(B) The director is a member of the Facility, or an officer or 

director of a member. “Member” is defined according to 

section 1a(34) of the Commodity Exchange Act and 

Commission Regulation 1.3;

(C) The director, or a firm with which the director is an officer, 

director, or partner, receives more than $100,000 in combined 

annual payments from the Facility, or any affiliate of the 

Facility (as defined in subsection (a)(iii)(A)), for legal, 

accounting, or consulting services. Compensation for services 

as a director of the Facility or as a director of an affiliate of the 
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Facility does not count toward the $100,000 payment limit, nor 

does deferred compensation for services prior to becoming a 

director, so long as such compensation is in no way contingent, 

conditioned, or revocable; 

(D) Any of the relationships above apply to a member of the 

director's “immediate family,” i.e., spouse, parents, children 

and siblings. 

(iv) All of the disqualifying circumstances described in subsection (a)(iii) 

shall be subject to a one-year look back. 

(v) The Facility’s Public Directors may also serve as directors of the 

Facility's affiliate (as defined in subsection (a)(iii)(A)) if they otherwise 

meet the definition of public director in section (a)(ii-iv).

(vi) The Facility shall disclose to the Commission which members of its board 

are Public Directors, and the basis for those determinations. 

(b) Role of the Board of Directors.

(i) The Board will approve which Swaps are Available to Trade on the 

Facility in accordance with the Rules of the Facility;

(ii) The Board will approve new rules, rule amendments and changes to the 

contract specifications of the Facility, provided, further, that certifications 

or applications with respect to such Rules will be submitted to the CFTC 

as required by Applicable Law and any regulations thereunder. 

203. Regulatory Oversight Committee 

(a) Establishment of Regulatory Oversight Committee. The Regulatory Oversight 

Committee (“ROC”) is a subcommittee of the Board of Directors of the Facility, 

and shall be composed of Public Directors, as defined in Rule 201(a)(ii-iv) only, 

those of which would not be disqualified from serving as aPublic Director under

Commission Rule 1.63(c). In the event of an even number of Public Directors in the 

ROC, the chair of the ROC shall have the tie breaker vote. The ROC shall be appointed

by theBoard of Directors.
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(b) Role of the ROC.

The Regulatory Oversight Committee shall:

(i) monitor the regulatory program of the registered entity Facility for 

sufficiency, effectiveness, and independence;

(ii) oversee the regulatory program, including trade practice and market

surveillance; audits, examinations, and other market surveillance and

regulatory responsibilities with respect to member firms (including 

ensuring compliance with financial integrity, financial reporting, sales 

practice, recordkeeping, and other requirements); and the conduct of 

investigations;

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

performance of the Chief Compliance Officer;

(iv) recommend changes that would ensure fair, vigorous, and effective 

regulation; and

(v) review all regulatory proposals and recommend changes to the program. 

204. Disciplinary Committee. 

(b) Composition. At least one member of the Disciplinary Committee, who shall be chair,

must be a Public Participant, a person that would not be disqualified from 

serving as aPublic Director under Commission Rule 1.3(ccc)(3) 1.63(c). The

Disciplinary Committee mayinclude as members Facility officers and 

employees. However, no employee of the Compliance Department of the

Facility may serve on the Disciplinary Committee.