ICAP Global Derivatives Limited

2 Broadgate

London

United Kingdom

EC2M 7UR

March 24, 2020

Submitted via CFTC Portal

Division of Market Oversight

Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street, N.W.

Washington, D.C. 20581

Re: ICAP Global Derivatives Limited – Regulation 40.6 Rule Certification – Amended 

Rulebook, Governance Policy and Compliance Manual

Ladies and Gentlemen:

Pursuant to Section 5c(c) of the Commodity Exchange Act, as amended (the “Act”), and Section 

40.6(a) of the regulations of the Commodity Futures Trading Commission (the “Commission”), 

ICAP Global Derivatives Limited (“IGDL”), a registered swap execution facility, hereby notifies 

the Commission that it is self-certifying amendments to its Rulebook, Governance Policy and 

Compliance Manual, as described more fully in the Exhibits attached hereto. The intended date 

of implementation of the amendments is April 7, 2020 (the “Implementation Date”).

Pursuant to Commission Regulation 40.6, this submission includes:

(i) Rulebook:

a. A concise explanation and analysis of the amendments to the Rulebook and their 

compliance with applicable provisions of the Act and the Commission regulations 

thereunder, attached as Exhibit A;

b. A clean copy of the amended Rulebook, attached as Exhibit B;

c. A copy of the Rulebook marked to show changes to the currently effective

version, attached as Exhibit C;

(ii) Governance Policy:

a. A concise explanation and analysis of the amendments to the Governance Policy

and their compliance with applicable provisions of the Act and the Commission 

regulations thereunder, attached as Exhibit D;

b. A clean copy of the amended Governance Policy, attached as Exhibit E;

c. A copy of the Governance Policy marked to show changes to the currently 

effective version, attached as Exhibit F;
Division of Market Oversight

Commodity Futures Trading Commission

March 24, 2020

2

Please note that the amendments to the Governance Policy are intended to, among 

other things, consolidate the provisions of the Governance Policy and IGDL’s Fitness 

Standards into a single, unified document. Accordingly, it is IGDL’s intention that the 

amended Governance Policy supersede and replace in its entirety the Fitness Standards

previously filed as Exhibit C to IGDL’s Form SEF. A copy of the amended Governance 

Policy marked against the Fitness Standards is attached as Exhibit G.

(iii) Compliance Manual:

a. A concise explanation and analysis of the amendments to the Compliance 

Manual and their compliance with applicable provisions of the Act and the 

Commission regulations thereunder, attached as Confidential Exhibit H;

b. A clean copy of the amended Compliance Manual, attached as Confidential

Exhibit I; and

c. A copy of the Compliance Manual marked to show changes to the currently 

effective version, attached as Confidential Exhibit J.

IGDL certifies that the amendments comply with the requirements of the Act and the rules and 

regulations of the Commission promulgated thereunder. IGDL has reviewed the swap 

execution facility core principles (“Core Principles”) as set forth in the Act and has determined 

that the amendments impact the Core Principles identified in Exhibit A, Exhibit D and Exhibit H.

IGDL is separately filing with the Assistant Secretary of the Commission for FOI, Privacy and 

Sunshine Acts Compliance, pursuant to Commission Regulation 145.9, a petition for confidential 

treatment of Confidential Exhibits H, I and J (the “FOIA Confidential Treatment Request”) on the 

grounds that disclosure would reveal confidential commercial and financial information. A copy 

of the FOIA Confidential Treatment Request is included with this submission.

IGDL is not aware of any substantive opposing views expressed with respect to this filing and 

certifies that, concurrent with this filing, a copy of this submission was posted on the IGDL 

website and may be accessed at: http://www.icap.com/what-we-do/global-broking/sef.aspx.
Division of Market Oversight

Commodity Futures Trading Commission

March 24, 2020

3

Please contact the undersigned at (201) 984-6956 or by email at bddonnelly@tullettprebon.com

with any questions regarding this matter.

Very truly yours,

ICAP Global Derivatives Limited

By: ______________________

Name: Brian D. Donnelly

Title: Chief Compliance Officer

Date: March 24, 2020

Enclosures

cc: Division of Market Oversight, Commodity Futures Trading Commission

(dmosubmissions@cftc.gov)

Nancy Markowitz, CFTC Division of Market Oversight (nmarkowitz@cftc.gov)
Exhibit A - 1

Exhibit A

Explanation of Amended Rules

IGDL has amended its Rulebook as provided below. In general, the Rulebook has been 

amended (i) to make conforming changes to the updated Compliance Manual, (ii) to make 

organizational changes for clarity, and (iii) to update certain rules in conformity with Part 9 of the 

Commission Regulations. Additionally, IGDL has made certain non-substantive changes 

related to typographical errors and formatting throughout the Rulebook. Capitalized terms used 

but not defined herein have the meanings assigned to them in the Rulebook.

Section/Rule Description of Revision

Reason and/or

Supporting Rule or 

Core

Principle

Cover Page Updated version number and effective date. Conforming change

Table of Contents Updated Table of Contents to reflect new page 

numbers and new Rule 214.

Conforming change

Definitions The definitions of “Authorised Trader,” “Authorised 

Trading Firm,” “DEA,” “Execution Specialist” and 

“Intermediary” were updated to adopt a uniform 

description of such persons’ trading privileges. 

Conforming change; 

Core Principle 2; 

Commission 

Regulation 37.202

Chapter 1. Market Governance

Rule 103 Rule 103 was amended to clarify that the SEF will 

not condition access to its markets or market 

services on a person’s consent to use of 

proprietary or personal data for business or 

marketing purposes.

Core Principle 5; 

Commission

Regulations 37.7, 

37.501, 37.502 and 

37.504

Rule 106 Rule 106 was updated to clarify that the 

Regulatory Oversight Committee and/or the 

Compliance Function will determine if it is 

necessary or appropriate for the SEF to impose 

risk controls for trading. 

Core Principle 2; Core 

Principle 4; 

Commission

Regulation 37.405

Rule 107 Rule 107 was amended to reflect the adoption of 

IGDL’s bespoke, MiFID-compliant Conflicts of 

Interest Management Policy in place of the TP 

ICAP Group-level Europe conflicts of interest 

management policy.

Core Principle 2; Core 

Principle 12; 

Commission

Regulation 37.1200

Chapter 2. Trading Privileges

Rule 201 Rule 201 was amended to revise references to 

Execution Specialists, Intermediaries, Authorised 

Traders and Authorised Trading Firms to conform 

to trading authority set forth in the Definitions 

Conforming Change; 

Core Principle 2; 

Commission

Regulation 37.202
Division of Market Oversight

Commodity Futures Trading Commission

March 24, 2020

Exhibit A - 2

Section/Rule Description of Revision

Reason and/or

Supporting Rule or 

Core

Principle

section.

Rule 202 Rule 202(a)(2)(i) was added to clarify the right of a 

Trading Privilege Holder to permit an Authorised 

Trading Firm to act as an Intermediary on its 

behalf by replacing reference to this right 

previously included in Rule 202(a)(1)(i). 

Clarifying Change; 

Core Principle 2; Core 

Principle 4; Core 

Principle 7; 

Commission

Regulations 37.201 

and 37.202

Rule 204 Rule 204(a) was amended to include language 

previously included in Rule 310 regarding DCOs 

for Cleared contracts, to clarify that the SEFrecognized DCOs are set forth in the Contract 

specifications, and to clarify that Contracts 

executed on the SEF that are subject to 

mandatory clearing must be cleared through a 

DCO recognized by the SEF, not any DCO.

Core Principle 2; Core 

Principle 4; Core 

Principle 7; 

Commission

Regulations 37.701

and Part 50

Rule 205 The sub-sections of Rule 205 that previously 

detailed the mechanism for appealing 

suspensions, denials of trading privileges and

denials of access have been moved to new Rule 

214.

Conforming Change; 

Core Principle 2

Rule 206 Rule 206(c) was revised to correct a reference to 

IGDL’s website.

Rule 206(f) was added to clarify that suspensions 

and revocations of SEF access may be appealed 

pursuant to the appeal procedures specified in 

new Rule 214.

Clarifying Change; 

Core Principle 2; 

Commission

Regulations 37.201, 

37.202 and 37.203

Rule 211 Rule 211(a) was amended to allow the Board’s 

designee to set the payment dates and amounts 

of any dues, assessments or fees to be levied on 

Trading Privilege Holders.

Core Principle 2; 

Commission

Regulation 37.202

Rule 214 Rule 214 was added to the Rulebook to update

the provisions previously included in Rule 205 

relating to the timing of, and procedures for, 

handling denials of trading privileges in conformity 

with Part 9 of the Commission Regulations.

Clarifying Change; 

Core Principle 2; Core 

Principle 4; 

Commission

Regulations 37.202, 

37.203, 37.206 and 

Part 9
Division of Market Oversight

Commodity Futures Trading Commission

March 24, 2020

Exhibit A - 3

Section/Rule Description of Revision

Reason and/or

Supporting Rule or 

Core

Principle

Chapter 5. Rule Enforcement

Rule 502 Rule 502(c) was amended to specify that 

Violations of Rule 514 will proceed in accordance 

with procedures set forth in Rule 514 governing 

summary suspensions.

Core Principle 2; 

Commission

Regulations 37.202 

and 27.203

Rule 511 Rule 511 was amended to further specify the 

required contents of a Hearing Panel written

decision and IGDL’s procedure for reporting and 

publishing notice of access denial actions in 

conformity with Part 9 of the Commission 

Regulations.

Core Principle 2; 

Commission

Regulations 37.203 

and 37.206

Rule 513 Rule 513 was amended to clarify that the Board 

may act in the capacity of the Participation 

Committee and to set forth IGDL’s obligation to 

notify the Commission of IGDL’s decision to 

impose certain sanctions in accordance with Part 

9 of the Commission Regulations.

Core Principle 2; 

Commission

Regulations Part 9

Chapter 6. Contracts to be Traded

Rule 601 Rule 601 was amended to clarify that the Chief 

Compliance Officer rather than the Chief 

Executive Officer has the authority to submit 

contracts to the Commission.

Core Principle 2; Core 

Principle 3; Core 

Principle 4; Core 

Principle 15; 

Commission

Regulations 37.10, 

37.300, 37.301 and 

37.400

Rule 602 Rule 602 was revised to more expressly state that 

the SEF shall permit trading in Swaps that are not 

readily susceptible to manipulation and to remove 

language duplicative of IGDL’s internal swap 

listing procedures set forth in the updated

Compliance Manual. 

Core Principle 2; Core 

Principle 3; 

Commission

Regulations 37.300 

and 37.301

Annex 1. Governance Policy

Please see Exhibit D.

Annex 2. Relevant Portions of Reporting Counterparty Rules

General Annex 2 was revised to reflect the most current 

ISDA Reporting Party Rules, including the ISDA 

OTC Derivatives Products Taxonomies. 

Conforming Change; 

Core Principle 4; Core 

Principle 7; 

Commission 
Division of Market Oversight

Commodity Futures Trading Commission

March 24, 2020

Exhibit A - 4

Section/Rule Description of Revision

Reason and/or

Supporting Rule or 

Core

Principle

Regulations 37.401, 

37.404 and 37.700
Exhibit B

Amended Facility Rulebook

Clean Version
ICAP GLOBAL DERIVATIVES LIMITED

Facility Rulebook

Version 4.5

April 7, 2020

© Copyright 2020 ICAP GLOBAL DERIVATIVES LIMITED

All Rights Reserved.
FACILITY RULEBOOK

TABLE OF CONTENTS PAGE

DEFINITIONS ............................................................................................................................................... 1

GENERAL................................................................................................................................................... 10

CHAPTER 1 MARKET GOVERNANCE..................................................................................................... 11

Rule 101 Board of Directors and Officers......................................................................................... 11

Rule 102 Limitation of Liability.......................................................................................................... 11

Rule 103 Confidentiality.................................................................................................................... 12

Rule 104 Emergency Action............................................................................................................. 13

Rule 105 Suspension of Trading ...................................................................................................... 16

Rule 106 Risk Controls for Trading .................................................................................................. 16

Rule 107 Conflicts of Interest ........................................................................................................... 16

Rule 108 Market Data....................................................................................................................... 17

Rule 109 Intellectual Property .......................................................................................................... 18

CHAPTER 2 TRADING PRIVILEGES........................................................................................................ 20

Rule 201 Trading Privilege Holders.................................................................................................. 20

Rule 202 Authorised Traders and Authorised Trading Firms........................................................... 22

Rule 203 Financial Integrity.............................................................................................................. 25

Rule 204 Clearing............................................................................................................................. 26

Rule 205 Application for and Grant of Trading Privileges ................................................................ 29

Rule 206 Participant and Customer Obligations; Suspension or Termination of Access ................ 30

Rule 207 Customers......................................................................................................................... 31

Rule 208 Recordkeeping.................................................................................................................. 31

Rule 209 Communications of IGDL with Participants ...................................................................... 33

Rule 210 Required Disclosures to IGDL .......................................................................................... 34

Rule 211 Dues, Fees and Expenses................................................................................................ 35

Rule 212 Market Maker Programs ................................................................................................... 35

Rule 213 Independent Software Vendors ........................................................................................ 36

Rule 214 Access Denial Actions....................................................................................................... 37

Rule 215 Withdrawal of Participant .................................................................................................. 38

CHAPTER 3 TRADING PROCEDURES.................................................................................................... 40

Rule 301 Trading Sessions .............................................................................................................. 40

Rule 302 Information about, and access to, IGDL’s Order Book ..................................................... 40

Rule 303 Algorithmic Trading ........................................................................................................... 40

Rule 304Required Transactions ............................................................................................................. 41

Rule 305 Permitted Transactions ..................................................................................................... 41

Rule 306 Execution Methods for Required Transactions................................................................. 42

Rule 307 Work Up ............................................................................................................................ 44

Rule 308 Acceptable Bids and Offers .............................................................................................. 44

Rule 309 Block Trades ..................................................................................................................... 44

Rule 310 Reporting and Data Collection .......................................................................................... 46

Rule 311 Bid/Offer Cancellation ....................................................................................................... 48

Rule 312 [Reserved]......................................................................................................................... 48

Rule 313 Enforceability of Transactions........................................................................................... 48

Rule 314 Intermediated Transactions .............................................................................................. 49

Rule 315 Bunched Orders ................................................................................................................ 50

Rule 316 IGDL Authority over Transactions..................................................................................... 50

Rule 317 Reporting Counterparty..................................................................................................... 55

Rule 318 MiFID II Transaction Reporting ......................................................................................... 56

Rule 319 Bid/Offer to Trade Ratio .................................................................................................... 56

Rule 320 Trade Transparency.......................................................................................................... 56

CHAPTER 4 TRADING STANDARDS ....................................................................................................... 58

Rule 401 Fraudulent Statements and Acts....................................................................................... 58

Rule 402 Abusive Trading Practices ................................................................................................ 58
ii

Rule 403 Good Faith Bids/Offers and RFQs .................................................................................... 58

Rule 404 Pre-Execution Discussions and Pre-Arranged Transactions............................................ 58

Rule 405 Manipulation and Price Distortion ..................................................................................... 59

Rule 406 Disruptive Trading Practices ............................................................................................. 59

Rule 407 General Offences.............................................................................................................. 60

Rule 408 Position Limits and Position Accountability....................................................................... 60

CHAPTER 5 RULE ENFORCEMENT ........................................................................................................ 62

Rule 501 Jurisdiction ........................................................................................................................ 62

Rule 502 Facility Market Regulation Staff Powers and Duties......................................................... 62

Rule 503 The Review Panel............................................................................................................. 63

Rule 504 Notice of Charges ............................................................................................................. 64

Rule 505 Answer; Request for Hearing; Failure to Answer or Deny Charges ................................. 64

Rule 506 Selection of Hearing Panel ............................................................................................... 65

Rule 507 Challenge to Members of the Hearing Panel.................................................................... 65

Rule 508 Hearing on Sanctions in the Event of Failure to Deny Charges; Failure to 

Request Hearing Deemed Acceptance of Sanctions .............................................. 65

Rule 509 Settlement Prior to Commencement of Hearing ............................................................... 66

Rule 510 Hearing Procedures .......................................................................................................... 66

Rule 511 Written Decision of Hearing Panel .................................................................................... 68

Rule 512 Liability for Expenses ........................................................................................................ 69

Rule 513 Effective Date of Sanctions............................................................................................... 69

Rule 514 Summary Suspension....................................................................................................... 69

Rule 515 Extension of Time Limits................................................................................................... 70

Rule 516 Summary Fines ................................................................................................................. 70

CHAPTER 6 CONTRACTS TO BE TRADED............................................................................................. 72

Rule 601 Listing Procedures ............................................................................................................ 72

Rule 602 Swaps Not Readily Susceptible to Manipulation .............................................................. 72

CHAPTER 7 GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION................................... 73

Rule 701 Choice of Law ................................................................................................................... 73

Rule 702 Disputes Among Trading Privilege Holders, Authorised Traders, Authorised 

Trading Firms and Customers................................................................................. 73

Rule 703 Disputes with IGDL ........................................................................................................... 73

CHAPTER 8 CONTRACT SPECIFICATIONS............................................................................................ 74

Rule 801 Interest Rate Swaps Products Descriptions ..................................................................... 74

CHAPTER 9 SYSTEM PROTOCOLS ........................................................................................................ 98

Rule 901 i-Swap System Protocol.................................................................................................... 98

Appendix 1 – Contracts Offered for Trading on i-Swap........................................................................ 104

Appendix 2 – Bid/Offer Types and i-Swap Configuration ..................................................................... 105

Rule 902 Voice RFQ System Protocol ........................................................................................... 107

Rule 903 GTN System Protocol ..................................................................................................... 112

Rule 904 Pre-Arranged Crossing System Protocol........................................................................ 117
DEFINITIONS

Except where the context requires otherwise, the following terms shall have the following meanings when 

used in the Rules. Use of the singular shall include the plural and vice versa, unless the context requires 

otherwise.

Act means the U.S. Commodity Exchange Act, as amended from time to time.

Affiliate means, with respect to any person, any other person who controls, is controlled by or is under 

common control with such person.

Affirm means the process by which the counterparties to a Cleared Contract verify that they agree on the 

details of the transaction after execution on the Facility 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, and 

“Affirmations” shall be construed accordingly.

Affirmation Hub means a third-party service designated by IGDL to route Cleared Contracts to DCOs and 

which may provide Participants with the opportunity to Affirm the Cleared Contracts.

Algo ID means a unique identifier issued for each Algorithm used by a Participant in connection with the 

Facility.

Algorithm means a discrete series of steps for Algorithmic Trading, which is implemented using software, 

hardware or a combination of them.

Algorithmic Trading shall have the meaning set forth in Article 4(1)(39) of MiFID II.

Answer shall have the meaning set forth in Rule 505(a).

API shall have the meaning set forth in Rule 901(e)(1)(ii).

Applicable Law means, with respect to any person, any statute, law, regulation, rule or ordinance of any 

Governmental Authority applicable to such person, including but not limited to MiFID II, the FCA Handbook, 

the Act and Commission Regulations.

Appropriate Minimum Block Size shall have the meaning set forth in Rule 309(a).

Authorised Algorithmic Trader means an Authorised Trader who undertakes Algorithmic Trading on the 

Facility.

Authorised Trader means an individual designated as such by, and acting on behalf of, a Trading Privilege 

Holder to enter Bids/Offers, issue and respond to RFQs, submit Pre-Arranged Crosses, submit Block 

Trades, access a Trading Platform and execute transactions in Contracts.

Authorised Trading Firm means an entity designated as such by a Trading Privilege Holder to enter 

Bids/Offers, issue and respond to RFQs, submit Pre-Arranged Crosses, submit Block Trades, access a 

Trading Platform and execute transactions in Contracts either as an Intermediary for such Trading Privilege 

Holder or as a Customer with DEA granted by such Trading Privilege Holder.

BASIC shall have the meaning set forth in Rule 214(c).

Bid/Offer means a bid or offer entered into a Trading Platform operated by IGDL or submitted to the Facility 

in response to an RFQ.
2

Block Trade means a Swap transaction that is publicly reportable under Part 43 of the Commission 

Regulations that:

(a) Involves a Swap that is listed on the Facility;

(b) Occurs away from the Facility and is executed pursuant to Rule 309;

(c) Has a notional or principal amount at or above the Appropriate Minimum Block Size; and

(d) Is submitted to the Facility as provided in Rule 309.

Board means the Board of Directors of IGDL.

Breakage Agreement means an agreement or any other arrangement between the parties that provides 

for the assessment of liability or payment of damages between the parties to a Cleared Contract in the 

event that the Cleared Contract is rejected from clearing.

Business Day means any day on which a Contract is available for trading on the Facility.

CF10 means the head of Compliance and Oversight (Controlled Function 10), or one duly authorised to act 

with the authority of the CF10.

CFTC Package Transaction means a transaction executed on the Facility or subject to the Rules involving 

two or more instruments: (i) that is executed between two or more parties that are Participants or 

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

simultaneous execution of all components; (iii) that has at least one component that is a Swap that has 

been made available to trade pursuant to section 2(h)(8) of the Act; and (iv) where the execution of each 

component is contingent upon the execution of all other components.

Chairman of the Board means the chairman of the Board.

Chief Compliance Officer means the Chief Compliance Officer of IGDL, or one duly authorised to act with 

the authority of the Chief Compliance Officer.

Chief Executive Officer means the Chief Executive Officer of IGDL, or one duly authorised to act with the 

authority of such officer.

Class means, with respect to any Swap, a Contract covering the same Underlying Interest.

Cleared Contract means any Contract that is listed for clearing by IGDL.

Clearing Firm means a clearing member of a DCO that is authorised pursuant to the rules of such DCO to 

clear transactions in any or all Contracts.

Clearing Firm Representation shall have the meaning set forth in Rule 204(f).

Cleared Treasury Security means any U.S. Treasury Security cleared through the Fixed Income Clearing 

Corporation.

CME means Chicago Mercantile Exchange Inc.

CME/LCH.Clearnet Spreads shall have the meaning set forth in Rule 801(1).

Commission means the U.S. Commodity Futures Trading Commission or any successor regulatory body.
3

Commission Regulations means any rule, regulation, order, directive and any interpretation thereof 

promulgated by the Commission, as amended.

Commodity shall have the same meaning as in the Act.

Commodity Interest shall have the meaning set forth in Commission Regulation 1.3.

Competent Authority means the authority, designated by each relevant Member State of the European 

Union in accordance with Article 67 of MiFID II.

Compliance Function means the Chief Compliance Officer and CF10 together.

Confirmation shall have the same meaning as in Commission Regulation 45.1.

Confidential Information means all non-public information that is stated to be or that can reasonably 

expected to be of a confidential or trade secret nature in any form obtained by a Participant from IGDL in 

accessing or using the Systems, including, but not limited to, any processes, or proprietary data, information 

or documents regarding the Systems, save to the extent that such information: (i) is already in the public 

domain at the time of disclosure; (ii) enters the public domain other than by a breach of any obligation of 

confidentiality; (iii) is required to be disclosed by reason of Applicable Law, provided that, where permitted 

by Applicable Law, prior notice of such disclosure shall be provided to IGDL as soon as practicable in order 

to permit IGDL to seek a protective order or take other appropriate action to safeguard the Confidential 

Information; or (iv) is permitted to be disclosed pursuant to the Rules.

Contract means any Swap listed for trading on the Facility.

Covered CFTC Package Transaction means a “MAT/New Issuance Bond Package Transaction,” 

“MAT/Futures Package Transactions,” “MAT/Non-MAT Uncleared Package Transaction,” a 

“MAT/Non-Swap Instruments Package Transaction,” and a “MAT/Non-CFTC Swap Package Transaction,”

each as defined in NAL 17-55, expiring November 15, 2020.

CRD means Capital Requirements Directive (Directive 2013/36/EU).

Customer means any person (including another Trading Privilege Holder), or such person’s agent with the 

legal ability to direct trading on behalf of such person, that transacts on the Facility through a Participant 

acting as an Intermediary.

Customer Type Indicator Codes shall have the meaning set forth in Rule 208.

DCO means, with respect to any Swap, a derivatives clearing organisation authorised to clear such Swap.

DEA means access to the Facility provided by a Trading Privilege Holder (including an Intermediary) to a 

Customer permitting the Customer to transmit Bids/Offers electronically to the Trading Privilege Holder’s 

systems for onward transmission to a Trading Platform utilising the Trading Privilege Holder’s trading ID.

Deferral means approval granted by a Competent Authority authorising deferred publication of Post-Trade 

Data as provided for under Article 11 of MiFIR.

Delivery Month means, with respect to any Contract, the month in which delivery of an Underlying Interest 

is to be made pursuant to the terms of such Contract.

Derived Information means Information that has been altered, enhanced, modified or from which 

derivative information has been created.

Director means a member of the Board.
4

Directed Voice RFQ means a voice RFQ conducted in accordance with Rule 306(c)(2).

DTCC means DTCC Data Repository (U.S.) LLC.

Eligible Contract Participant shall have the meaning set forth in Section 1a(18) of the Act and the 

Commission Regulations thereunder.

Eligible Counterparty shall have the meaning set forth in the FCA Handbook.

Emergency shall have the meaning set forth in Rule 104(a).

Erroneously Cleared Transactions shall have the meaning set forth in Rule 316(i).

Error shall have the meaning set forth in Rule 316(h).

ESMA means the European Securities and Markets Authority.

Eurex means Eurex Clearing AG.

Execution Specialist means any personnel of IGDL responsible for assisting Participants with entering 

Bids/Offers, issuing and responding to RFQs, executing Pre-Arranged Crosses, executing and receiving 

submissions of Block Trades, accessing a Trading Platform and executing transactions in Contracts.

Facility means the venue provided by IGDL for the execution of Contracts, as set out in this Facility 

Rulebook.

Facility Subject Person means any person that has consented to the jurisdiction of the Facility and agreed 

to be bound by and comply with the Rules pursuant to Rule 201(e).

FCA means the Financial Conduct Authority.

FICC Clearing Member means a clearing member of the Fixed Income Clearing Corporation’s Government 

Securities Division.

FICC Clearing Member Representation shall have the meaning set forth in Rule 204(j).

Financial Entity shall have the meaning set forth in Section 2(h)(7)(C) of the Act.

Financial Instrument means those instruments specified in Section C Annex I of MiFID II.

Fine Notice shall have the meaning set forth in Rule 516(b).

Governance Policy means the Governance Policy of IGDL attached as Annex 1 hereto.

Governmental Authority means any domestic or foreign government (or political subdivision), 

governmental or regulatory authority, agency, court, commission or other governmental or regulatory entity 

(including any self-regulatory association).

Hearing Date shall have the meaning set forth in Rule 506(a).

Hearing Panel shall have the meaning set forth in the Governance Policy.

Hearing Panel Chairman shall have the meaning set forth in Rule 506.

Hearing Record shall have the meaning set forth in Rule 510.
5

Held Order means a firm executable Bid/Offer placed for entry onto the Order Book.

ID shall have the meaning set forth in Rule 302(a).

ICAP means ICAP plc and its Affiliates.

IGDL means ICAP Global Derivatives Limited (Company Number: 03635229).

IGDL Indemnified Party shall have the meaning set forth in Rule 109(f).

Implied Package Transaction means a transaction executed on or subject to the Rules involving two or 

more instruments that is quoted as one economic transaction with simultaneous or near simultaneous 

execution of all components, but where the execution of each component is not contingent upon the 

execution of all other components and where any Participant or Customer may submit a Bid/Offer for less 

than all of the components of the transaction.

Indemnified Party shall have the meaning set forth in Rule 109(f).

Indemnifying Party shall have the meaning set forth in Rule 109(f).

Information shall have the meaning set forth in Rule 108(a).

Intellectual Property Rights means all right, title and interest in and to (i) trademarks, service marks, 

brand names and other indications of origin and the goodwill associated with the foregoing; (ii) inventions, 

patents, trade secrets, know-how, processes and systems; (iii) copyright and database rights; and (iv) any 

other intellectual property or similar proprietary rights in any jurisdiction, in each case whether registrable 

or not.

Intermediary means any person that enters Bids/Offers, issues and responds to RFQs, submits PreArranged Crosses, submits Block Trades, accesses a Trading Platform or executes transactions in 

Contracts on behalf of one or more Customers, including without limitation, any futures commission 

merchant, introducing broker or commodity trading adviser registered with the Commission.

Intermediated Transaction means any transaction on the Facility conducted through an Intermediary.

ISDA means the International Swaps and Derivatives Association, Inc.

ISDA Reporting Party Rules means the reporting party rules set forth in the document published by ISDA 

entitled “Dodd Frank Act – Swap Transaction Reporting Party Requirements” dated July 15, 2013, as set 

forth in Annex 2 attached hereto.

JSCC means Japan Securities Clearing Corporation.

Last Trading Day means, with respect to any Swap, the last day on which trading is permitted for such 

Swap in accordance with the Rules.

LCH.Clearnet means LCH.Clearnet, Ltd.

Legal Entity Identifier or LEI shall have the same meaning as in Commission Regulations.

Losses shall have the meaning set forth in Rule 102(a).

Major Swap Participant shall have the same meaning as in the Act and Commission Regulations.

Managed Order shall have the meaning set forth in Rule 306(c)(4).
6

Market Regulation Staff means the personnel designated by IGDL as members of the Market Regulation 

Staff, any agents of IGDL that assist in the implementation, surveillance, and enforcement of its rules and 

related obligations, and IGDL’s Regulatory Services Provider.

MiFID means the Markets in Financial Instruments Directive 2004/39/EC.

MiFID II means Directive 2014/65/EU on markets in financial instruments.

MiFID II Package Transaction means a transaction which involves the execution of two or more 

component transactions in Financial Instruments and which is executed between two or more 

counterparties, where each component bears meaningful economic or financial risk which is related to all 

other components and where the execution of each component is simultaneous and contingent upon the 

execution of all other components.

MiFIR means Regulation (EU) No 600/2014 on markets in financial instruments.

MTF means multilateral trading facility, as defined in the FCA Handbook.

NAL means Commission No-Action Letter.

NFA means the National Futures Association.

Non-Cleared Contract means a Contract that is not a Cleared Contract.

Non-Directed Voice RFQ means a voice RFQ conducted in accordance with Rule 306(c)(1).

Non-Reviewable Range means the amounts that are above and below the fair market value for each 

Contract or Contract type, as set forth in Rule 316(f).

Notice shall have the meaning set forth in Rule 504(a).

Notice of Contest shall have the meaning set forth in Rule 516(c).

OCO shall have the meaning set forth in Section (e) of Appendix 2 to Rule 901.

Option means a Swap whereby one party grants to another the right, but not the obligation, to buy or sell 

a Commodity or other Underlying Interest.

Order means an instruction by a Customer to a Participant to execute a transaction on behalf of such 

Customer.

Order Book means a Trading Platform in which all Trading Privilege Holders have the ability to enter, 

observe and transact on multiple Bids/Offers.

Package Transaction means a transaction that is either a CFTC Package Transaction or a MiFID II 

Package Transaction.

Participant means any Trading Privilege Holder, Authorised Trader or Authorised Trading Firm.

Participant Indemnified Party shall have the meaning set forth in Rule 109(f).

Participation Committee shall have the meaning set forth in the Governance Policy.

Permitted Transaction means any transaction involving a Swap that is not subject to the trade execution 

requirement in section 2(h)(8) of the Act.
7

person means any individual, sole proprietorship, corporation, limited liability company, limited liability 

partnership, partnership, association, estate, trust, governmental agency, unincorporated organisation or 

any other legal entity.

Physical Emergency shall have the meaning set forth in Rule 104(e).

Position Limit means the maximum position, either net long or net short, in one Series or a combination 

of various Series of a particular Class that may be held or controlled by one person, or subject to 

aggregation with such person’s position, as prescribed by IGDL, any Competent Authority and/or the 

Commission.

Post-Trade Data shall have the meaning set forth in Rule 320(b).

Pre-Arranged Cross means a Permitted Transaction pre-arranged pursuant to Rule 305(b).

Pre-Trade Data shall have the meaning set forth in Rule 320(a).

Proceeding shall have the meaning set forth in Rule 109(f).

Proprietary Data and Personal Information means data and information that separately discloses 

business transactions, market positions or trade secrets of a person with respect to that person, but 

excludes information in a Confirmation or Trade Communication that discloses the identity of another 

person.

Public Director means any person who qualifies as a “public director” within the meaning set forth in the 

Commission Regulations.

Recipient means a Participant who is a recipient of an RFQ.

Record Keeping Obligation means the obligation on IGDL, as set out in Article 25 MiFIR, to maintain for 

a period of five years relevant data relating to all Bids/Offers which are advertised through IGDL, along with 

relevant data relating to transactions (as referred to in MiFID II).

Regulatory Agency means any Governmental Authority, including the FCA, the Commission and the

U.S. Securities and Exchange Commission, the NFA and any other SRO, and any organisation, whether 

domestic or foreign, granted authority under statutory or regulatory provisions to regulate its own activities 

and the activities of its members, not including IGDL.

Regulatory Oversight Committee shall have the meaning set forth in the Governance Policy.

Regulatory Services Provider means an outside organisation which provides regulatory services to IGDL 

pursuant to an agreement.

Rejected Leg shall have the meaning set forth in Rule 316(i).

Rejected Transactions shall have the meaning set forth in Rule 316(i).

Related Parties shall have the meaning set forth in Rule 108(a).

Request for Quote or RFQ means a request by one Participant to at least such minimum number of 

Participants as may be required by Commission Regulations from time to time for a market quote that shall 

constitute a Bid/Offer.

Required Transaction means any transaction involving a Swap that is subject to the trade execution 

requirement in section 2(h)(8) of the Act.
8

Respondent shall have the meaning set forth in Rule 504(a).

Review Panel shall have the meaning set forth in the Governance Policy.

Risk-Based Limits means the risk-based limits established by a Clearing Firm in accordance with 

Commission Regulation 1.73.

Rule or Rules means the rules, resolutions, interpretations, statements of policy, decisions, directives and 

orders of the Facility (including this Rulebook).

Secretary means the individual appointed by the Board from time to time to serve as secretary of IGDL.

SEF means swap execution facility, as defined in the Act.

Series means all Contracts of the same Class having identical terms.

SIFMA shall have the meaning set forth in Rule 901(d)(2).

SRO means self-regulatory organisation.

Swap shall have the same meaning as in the Act and Commission Regulations. Swap Data Repository or 

SDR shall have the same meaning as in the Act.

Swap Dealer shall have the same meaning as in the Act and Commission Regulations.

Systems means the Trading Platforms, including various proprietary and third party software, firmware, 

hardware, keypads and supporting documentation to which Participants are granted access by IGDL.

System Protocol means the terms from time to time in force upon which a Participant may access a 

specific Trading Platform, including any supplemental written guidelines provided by IGDL to the 

Participant, as amended from time to time. The System Protocols shall be posted on the Facility’s website. 

In the event of any inconsistency between the provisions of any System Protocol and the Rules, the terms 

of the System Protocol shall prevail.

Terms Incorporated by Reference shall have the meaning set forth in Rule 313(c).

TP ICAP means TP ICAP plc (Company Number: 05807599).

Trade Communication shall have the meaning set forth in Rule 313(c).

Trading Hours means the hours specified in Rule 801 or otherwise in this Facility Rulebook for the trading 

of Swaps on the Facility.

Trading Platform means any of the separate electronic central limit order books and other systems 

administered by or on behalf of IGDL for the trading of Contracts pursuant to specific System Protocols for 

each such system.

Trading Privilege Holder means an individual or entity with Trading Privileges on the Facility granted 

pursuant to Rule 201 (including an Intermediary), but does not include an Authorised Trading Firm or 

Authorised Trader.

Trading Privileges means permission from IGDL given to any Trading Privilege Holder in accordance with 

Rule 201 to access the Facility, or to any Authorised Trading Firm or Authorised Trader in accordance with 

Rule 202 to access the Facility.
9

Trading Session means, with respect to any Contract, the period of hours on any Business Day during 

which such Contract is available for trading, as specified in the Rules governing such Contract.

Transaction Report means the report of a transaction which is required to be submitted to a Competent 

Authority pursuant to Article 26 of MiFIR.

Transparency Waiver means a waiver granted to IGDL by a Competent Authority, as provided for under 

Article 9 of MiFIR.

Underlying Interest means the interest which is the subject of a Swap.

Untraded Initiator shall have the meaning set forth in Rule 902(d)(2)(i)B.

U.S. Dollar Swap Spread means a CFTC Package Transaction in which each of the Swap components 

has been made available to trade by IGDL pursuant to section 2(h)(8) of the Act and all other components 

are U.S. Treasury Securities.

U.S. Treasury Security means a bond, note, bill or other evidence of indebtedness issued by the United 

States Treasury.

Violation means a violation of any of the Rules.
10

GENERAL

Regulatory Status

United Kingdom and the EEA

ICAP Global Derivatives Limited (FRN 191757) is regulated by the FCA and is authorised, among other 

things, to:

• arrange (bring about) deals in investments;

• deal in investments as agent;

• make arrangements with a view to transactions in investments; and

• operate a MTF (as set in the relevant System Protocol).

IGDL has passporting rights under MiFID in relation to certain of its permissions.

United States of America

IGDL is registered as a SEF with the Commission.

Compliance Oversight

IGDL is regulated by both the Commission and the FCA and therefore subject to two separate regulatory 

regimes. Compliance with the Act, including the fifteen enumerated core principles set forth in section 5h(f) 

thereof (Core Principles) and the applicable regulations implemented by the Commission, is overseen by 

IGDL’s Chief Compliance Officer, and compliance with FCA obligations is overseen by IGDL’s Head of

Compliance and Oversight (CF10).

References in this Facility Rulebook and any other related document to the Compliance Function is 

intended to mean, for Commission-related considerations, the Chief Compliance Officer and, for FCArelated considerations, the CF10. To the extent any of the activities concern both the Commission and 

FCA, the Chief Compliance Officer and the CF10 will cooperate to ensure compliance with the respective 

regulations.
11

CHAPTER 1

MARKET GOVERNANCE

Rule 101 Board of Directors and Officers

(a) Management. The Board manages, operates and sets policies, including the Governance Policy, 

for IGDL and the Facility. The Board has the power to appoint such officers of IGDL as it may deem 

necessary or appropriate from time to time.

(b) Governance Policy. The Governance Policy shall be deemed to be part of the Rules, and shall be 

deemed to be incorporated herein, to the same extent and with the same force and effect as if set forth 

herein in their entirety.

Rule 102 Limitation of Liability

(a) TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR PRIVATE RIGHTS 

OF ACTION UNDER SECTION 22(B) OF THE ACT OR IN INSTANCES WHERE AN ICAP PARTY (AS 

DEFINED BELOW) HAS BEEN FINALLY ADJUDICATED TO HAVE ENGAGED IN NEGLIGENCE, 

WILFUL DEFAULT OR FRAUD, IGDL (INCLUDING ITS RESPECTIVE SUBSIDIARIES AND AFFILIATES) 

AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS AND 

LICENSORS (EACH, AN “ICAP PARTY”), SHALL NOT BE LIABLE TO ANY PERSON FOR ANY LOSSES, 

DAMAGES, COSTS OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS 

OF USE, AND DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES) 

(“LOSSES”) IN CONTRACT, TORT, OR OTHERWISE AND WHETHER THE CLAIM IS BROUGHT 

DIRECTLY OR AS A THIRD PARTY CLAIM, ARISING FROM:

(1) ANY FAILURE, MALFUNCTION, FAULT IN DELIVERY, DELAY, OMISSION, 

SUSPENSION, INACCURACY, INTERRUPTION, TERMINATION, OR ANY OTHER 

CAUSE, IN CONNECTION WITH THE FURNISHING, PERFORMANCE, OPERATION, 

MAINTENANCE, USE OF OR INABILITY TO USE ALL OR ANY PART OF ANY OF THE 

SYSTEMS AND SERVICES OF IGDL OR ANY ICAP PARTY, OR SERVICES, 

EQUIPMENT OR FACILITIES USED TO SUPPORT SUCH SYSTEMS AND SERVICES, 

INCLUDING WITHOUT LIMITATION ELECTRONIC ORDER ENTRY/DELIVERY, 

TRADING THROUGH ANY ELECTRONIC MEANS, ELECTRONIC COMMUNICATION 

OF MARKET DATA OR INFORMATION, WORKSTATIONS USED BY PARTICIPANTS, 

PRICE REPORTING SYSTEMS AND ANY AND ALL TERMINALS, COMMUNICATIONS 

NETWORKS, CENTRAL COMPUTERS, SOFTWARE, HARDWARE, FIRMWARE AND 

PRINTERS RELATING THERETO; OR

(2) ANY FAILURE OR MALFUNCTION, FAULT IN DELIVERY, DELAY, OMISSION, 

SUSPENSION, INACCURACY, INTERRUPTION OR TERMINATION, OR ANY OTHER 

CAUSE, OF ANY SYSTEM OR SERVICE OF IGDL OR ANY ICAP PARTY, 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

(3) ANY ERRORS OR INACCURACIES IN INFORMATION PROVIDED BY IGDL OR ANY 

ICAP PARTY OR ANY OF IGDL’S OR ICAP PARTY’S SYSTEMS, SERVICES OR 

FACILITIES; EXCEPT FOR INCORRECT ORDER STATUS; OR

(4) ANY UNAUTHORISED ACCESS TO OR UNAUTHORISED USE OF ANY OF IGDL’S OR 

ICAP PARTY’S SYSTEMS, SERVICES OR FACILITIES BY ANY PERSON.
12

(b) NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS (INCLUDING BUT NOT 

LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE 

OR USE) ARE PROVIDED BY IGDL OR ANY ICAP PARTY, THEIR RESPECTIVE OFFICERS, 

DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, OR LICENSORS RELATING TO ANY 

SYSTEMS OR SERVICES OF IGDL OR ICAP PARTY OR SERVICES, EQUIPMENT OR FACILITIES 

USED TO SUPPORT SUCH SYSTEMS OR SERVICES, INCLUDING A TRADING PLATFORM, WHICH 

ARE PROVIDED “AS IS” TO PARTICIPANTS. NEITHER IGDL NOR ICAP MAKE ANY 

REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED THAT ANY SYSTEMS OR SERVICES 

OF IGDL OR ICAP (INCLUDING EACH OF THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES) OR 

SERVICES, EQUIPMENT OR FACILITIES USED TO SUPPORT SUCH SYSTEMS OR SERVICES, 

INCLUDING A TRADING PLATFORM, WILL MEET A PARTICIPANT’S REQUIREMENTS, HAVE 

UNINTERRUPTED OR ERROR-FREE OPERATION, BE AVAILABLE DURING ANY SPECIFIED 

BUSINESS HOURS (WHETHER ADVERTISED OR NOT) OR OPERATE IN CONJUNCTION WITH 

OTHER SOFTWARE.

(c) ANY DISPUTE ARISING OUT OF THE USE OF SYSTEMS OR SERVICES OF IGDL OR ANY 

ICAP PARTY OR SERVICES, EQUIPMENT OR FACILITIES USED TO SUPPORT SUCH SYSTEMS OR 

SERVICES IN WHICH IGDL OR AN ICAP PARTY IS A PARTY MUST BE BROUGHT WITHIN ONE YEAR 

FROM THE TIME THAT A CAUSE OF ACTION HAS ACCRUED. ANY SUCH DISPUTE MAY ONLY BE 

LITIGATED SUBJECT TO THE RULES OF THIS RULEBOOK AND WILL BE GOVERNED BY THE LAWS 

SET OUT IN THIS RULEBOOK.

(d) EXCEPT IN INSTANCES WHERE AN ICAP PARTY HAS BEEN FINALLY ADJUDICATED TO 

HAVE ENGAGED IN NEGLIGENCE, WILLFUL DEFAULT OR FRAUD, IN NO EVENT SHALL THE ICAP 

PARTIES’ TOTAL COMBINED AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF ANY 

NEGLIGENCE, FAILURES, MALFUNCTIONS, FAULTS IN DELIVERY, DELAYS, OMISSIONS, 

SUSPENSIONS, INACCURACIES, INTERRUPTIONS, TERMINATIONS, ORDER STATUS ERRORS 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 IGDL’S OR AN ICAP 

PARTY’S SYSTEMS OR SERVICES, OR SERVICES, EQUIPMENT OR FACILITIES USED TO SUPPORT 

SUCH SYSTEMS AND SERVICES, OR THE NEGLIGENCE OF IGDL OR AN ICAP PARTY STAFF, 

EXCEED $50,000 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 $500,000 FOR ALL LOSSES FROM ALL CAUSES SUFFERED BY ALL 

PERSONS IN A SINGLE CALENDAR YEAR.

(e) A CLAIM AGAINST IGDL OR AN ICAP PARTY, ARISING OUT OF ANY FAILURE OR 

MALFUNCTION SHALL ONLY BE ALLOWED IF SUCH CLAIM IS BROUGHT IN ACCORDANCE WITH 

THIS RULE.

(f) NOTWITHSTANDING THE FOREGOING, THE LIMITATION OF LIABILITY PURSUANT TO THIS 

RULE 102 IS LIMITED TO CLAIMS ARISING OUT OF IGDL’S AND AN ICAP PARTY’S OPERATION OF 

THE FACILITY AND/OR PROVISION OF SERVICES TO IGDL.

Rule 103 Confidentiality

(a) IGDL shall not, and shall cause its Affiliates not to, use for business or marketing purposes any 

Proprietary Data or Personal Information it or any of its Affiliates collects or receives, from or on behalf of 

any person, for the purpose of fulfilling IGDL’s regulatory obligations, unless the person who provided such 

data or information clearly consents to IGDL’s use of such data or information for such purposes by 

providing a separate signed consent prior to such use. In addition, IGDL will not condition access to its 

markets or market services on a person’s consent to IGDL’s use of Proprietary Data or Personal Information 

for business or marketing purposes. In furtherance of Applicable Law, IGDL may share such data and 

information with its Affiliates, the Commission, the FCA, one or more SEFs, SDRs, DCOs or Designated 

Contract Markets registered with the Commission, and, to the extent permitted by Applicable Law, other 

Governmental Authorities, including those in countries outside the U.S. and U.K. IGDL may, upon request 
13

of a Trading Privilege Holder, provide a list of current Trading Privilege Holders on a confidential basis. The 

receiving Trading Privilege Holder shall not disclose the contents of the list without the prior consent of 

IGDL. Proprietary Data and Personal Information shall not include aggregated price and volume 

information not identified with a specific Participant or Customer, and IGDL may use such aggregated 

information for business and marketing purposes.

(b) No IGDL employee shall trade, directly or indirectly, in any:

(1) Contract;

(2) Commodity Interest related to a Contract;

(3) Commodity Interest traded on designated contract markets or SEFs or cleared by DCOs if 

the employee has access to material, non-public information concerning such Commodity 

Interest; or

(4) Commodity Interest traded on or cleared by a linked exchange if the employee has access 

to material, non-public information concerning such Commodity Interest.

(c) No IGDL Affiliate, member of the Board or any committee established by the Board or by or 

pursuant to the Rules of the Facility, or any officer or other employee or consultant of IGDL, shall, either 

during or after service with IGDL:

(1) 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 obtained through 

special access related to the performance of such person’s official duties; or

(2) absent prior written consent of IGDL, use, directly or indirectly, information that is deemed 

to be non-public information, or disclose non-public information to others, except (i) to 

others within IGDL, IGDL’s Affiliates or to outside advisers thereof or other service 

providers for IGDL, provided that such advisors and service providers are subject to 

confidentiality obligations, and that, in each case, such disclosure is necessary for the 

performance of Facility-related duties by the individual or entity, (ii) if required by a 

Regulatory Agency, or (iii) if compelled to do so by valid legal process, provided that the 

individual or entity notifies IGDL in advance thereof to the extent permitted.

(d) Subject to Rule 103(a), IGDL shall not, except as reasonably necessary to operate any Trading 

Platform, to fulfil its obligations under this Rulebook or to comply with Applicable Law or any request of the 

Commission or the FCA, without the prior written consent of a Trading Privilege Holder in each instance,

(i) use in advertising, publicity, marketing or other promotional materials, the name, trade name, trademark, 

trade device, service mark or symbol of such Trading Privilege Holder or any of its Affiliates, or (ii) represent 

that any product or any service provided by IGDL has been approved or endorsed by such Trading Privilege 

Holder or any of its Affiliates.

(e) For purposes of this Rule 103, the terms “employee”, “material information” and “non-public 

information” have the meanings ascribed to them in Commission Regulation § 1.59.

Rule 104 Emergency Action

(a) Definitions. As used in this section:

The term “Emergency” shall mean any occurrence or circumstance which, in the opinion of IGDL, requires 

immediate action and threatens or may threaten such things as the fair and orderly trading in, or the 

liquidation of, or delivery pursuant to, any Contracts on the Facility, including any manipulative or attempted 

manipulative activity; any actual, attempted, or threatened corner, squeeze, congestion, or undue 
14

concentration of positions; any circumstances which may materially affect the performance of Contracts 

traded on the Facility, including failure of the payment system or the bankruptcy or insolvency of any 

Participant; any action taken by any Governmental Authority, or any other board of trade, swap execution 

facility, market or facility which may have a direct impact on trading on the Facility and any other 

circumstance which may have a severe, adverse effect upon the functioning of the Facility.

(b) Emergency action may be taken by the following:

(1) By the Board in the case of any Emergency;

(2) By any two members of the Board in the case of any Emergency where it is impracticable 

in the opinion of the Chairman of the Board or in his or her absence, any two (2) members 

of the Board, to call a meeting of the Board to deal with the Emergency; or

(3) By any committee of IGDL pursuant to powers conferred on said committee under the 

Rules or by the Board.

(c) Vote Required

The vote required of the Board or committee authorised to take any Emergency action hereunder shall be:

(1) In the case of action by the Board, the affirmative vote of a majority of the members of the 

Board present and voting at a meeting at which there is a quorum; or

(2) In the case of action by a committee, the affirmative vote of two (2) or more persons 

constituting not less than a majority of the members of said committee present and voting 

at a meeting at which there is a quorum.

The consent in writing to any Emergency action of all members of the Board or of a committee, as 

applicable, shall be sufficient to take such Emergency action without a meeting. A member of the Board or 

of a committee shall be deemed present or in attendance at a meeting if such a person participates in the 

meeting by means of a conference telephone or similar communications equipment allowing all persons 

participating in the meeting to hear each other at the same time.

(d) Action which may be taken

(1) In the event of an Emergency, IGDL may, subject to Part 40 of the Commission 

Regulations under the Act, place into immediate effect a Rule which may provide for, or 

may authorise IGDL, or any committee, to undertake actions which, in the opinion of IGDL 

are necessary or appropriate to meet the Emergency, including, but not limited to, such 

actions as:

(i) Extending or shortening the expiration date for trading in Contracts;

(ii) Extending the time of delivery under or expiration of Contracts;

(iii) Extending, limiting or changing hours of Trading Sessions;

(iv) Imposing or modifying price limits;

(v) Imposing or modifying Position Limits;

(vi) Imposing or modifying intraday market restrictions;

(vii) Ordering the liquidation or transfer of open positions in any Contract;
15

(viii) Ordering the establishment of a settlement price;

(ix) Suspending trading or curtailing trading in any Contract;

(x) Cancel any Bid/Offer;

(xi) Altering any Contract’s settlement terms or conditions prior to execution and 

adjusting or cancelling any executed transaction pursuant to Rule 316; and

(xii) Modifying or suspending any provision of the Rules.

(2) In the event of an Emergency when a quorum of the Board is not available, all trading on 

the Facility may be suspended by an affirmative vote of a majority of the Directors present, 

or by action of one Director if only one Director is present, for such period of time as in their 

or his or her judgment is necessary. In the event of an Emergency which prevents normal 

attendance at a meeting of the Board, when no Director is present, any authorised officer 

of IGDL shall have authority to order suspension of trading on the Facility for such period 

of time as in his or her judgment is necessary. Any action taken under this paragraph (b)

shall be subject to review and modification by the Board.

(3) Where the above actions result in a suspension of trading in any instrument, the 

suspension shall be implemented in accordance with the requirements on circuit breakers 

set out in MiFID II, including the ESMA Guidelines on Calibration of circuit breakers and 

publication of trading halts under MiFID II.

(4) Whenever any action is taken under this Rule 104 pursuant to which trading is suspended 

or other changes in procedure are made, all matters relating to notices, deliveries and other 

obligations may be suspended or deferred in such manner as the Board or committee, as 

the case may be, may determine.

(5) IGDL may be required to take an Emergency action when directed by the FCA or the 

Commission. If a Contract is traded both on the Facility and on one or more other swap 

execution facilities, any Emergency action to liquidate or transfer of open positions in any 

Contract will be made in consultation with the Commission or Commission staff.

(e) Physical Emergencies

(1) In the event the physical or electronic functions of the Facility or IGDL are, or are threatened 

to be, severely and adversely affected by a physical emergency, such as fire or other 

casualty, bomb threat, substantial inclement weather, power failure, communication or 

transportation breakdown, computer malfunction, screen-based Trading Platform 

break-down, malfunction of plumbing, heating, ventilation and air conditioning systems, 

backlog or delay in clearing or in the processing of data related to clearing Cleared 

Contracts (a “Physical Emergency”), the Chairman of the Board, or in his or her absence 

the Chief Executive Officer, or in both of their absences any other authorised officer, may 

take any action which, in the opinion of such officer, is necessary or appropriate to deal 

with the Physical Emergency. Such action shall be taken in accordance with IGDL’s 

business continuity plan and in cooperation with the IGDL security operations team.

(2) Actions taken may include suspending trading in any one or more Contracts, delaying the 

opening of trading in any one or more Contracts, extending the Last Trading Day and/or 

the time of trading.

(3) In the event a designated officer has ordered suspension of trading, the Chairman of the 

Board or the Chief Executive Officer, or in their absence any other authorised officer may 
16

order restoration of trading on the Facility, or may remove other restrictions so imposed, if 

such officer determines that the Physical Emergency has sufficiently abated to permit the 

physical functions of IGDL or the Facility to continue in an orderly manner. IGDL will 

implement any such action with the intention of resuming trading within or close to two 

hours following the disruptive incident.

(f) IGDL will promptly report any Emergency action taken under this Rule 104 to the Commission and 

the FCA and explain the decision-making process, the reasons for the exercise of emergency authority and 

how any conflicts of interest were addressed. Any emergency Rule or Rule amendment shall be filed with 

the Commission in accordance with Part 40 of the Commission Regulations under the Act.

(g) In exercising its authority under this Rule 104, IGDL shall, in its reasonable discretion, and where 

appropriate, permitted by Applicable Law and not precluded by exigent circumstances, consult and 

coordinate with DCOs, other swap execution facilities, boards of trade, relevant Participants, and other 

parties in considering what actions to take hereunder.

Rule 105 Suspension of Trading

In addition to suspensions pursuant to Rule 104 in the event of an Emergency, the Board may, in its 

discretion, by an affirmative vote of a majority of the Directors present at a meeting at which there is a 

quorum, close the Facility, suspend or constrain trading in any one or more Contracts on such days or 

portions of days as will, in its judgment, serve to promote the best interest of IGDL.

Where the Board exercises its powers under this Rule 105, the Board shall take into account the liquidity 

of the Contracts, the nature of the market model and the types of Participant trading such Contracts. The 

Board will take into account, where relevant, reference prices which reflect the volatility behavior of the 

instrument concerned in a reliable and consistent way and, where appropriate, should have the ability to 

refer to external references. Decisions to implement a suspension of trading will be taken in accordance 

with a pre-defined methodology, taking into account the factors set out in the ESMA Guidelines on 

Calibration of circuit breakers and publication of trading halts under MiFID II.

The Board shall also consider whether the actions described in this Rule 105 are likely to cause significant 

disruption to the orderliness of trading on IGDL.

Following implementation of a suspension, IGDL will immediately publish the fact that a trading halt has 

been activated, the type of trading halt, the trading phase in which it was triggered, any extension to the 

halt and the end of the halt.

IGDL will promptly report any action taken under this Rule 105 to the Commission and the FCA.

Rule 106 Risk Controls for Trading

IGDL, as determined necessary or appropriate by the Compliance Function and/or the Regulatory Oversight 

Committee, may impose controls to reduce the potential risk of market disruptions, including but not limited 

to, market restrictions that pause or halt trading in specified market conditions.

Rule 107 Conflicts of Interest

(a) IGDL’s Conflict of Interest Management Policy sets out the arrangements that enable IGDL to 

prevent, identify clearly and manage the potential adverse consequences for the operation of the Facility, 

or for Participants, of any conflict of interest between the interest of the Facility or IGDL and the sound 

functioning of the Facility. IGDL’s Conflicts of Interest Management Policy is published on its website and 

can be accessed through the following URL: https://regulatory.tpicap.com/icap/uk/icapglobalderivativesmtf.
17

(b) In addition, IGDL will minimize conflicts of interest in its decision-making process in accordance 

with the conflicts of interest procedures set forth in the Governance Policy.

Rule 108 Market Data

(a) Subject to Rule 103, and each Participant’s and Customer’s rights in its own Proprietary Data and 

Personal Information, IGDL owns all rights, title and interest in and to all intellectual property and other 

proprietary rights (including all copyright, database rights, trademarks and trade secrets, or similar

proprietary rights in any jurisdiction whether or not registrable) in and to any data, analytics, research or 

other information (including without limitation Bids/Offers, RFQs, Pre-Arranged Crosses, the contents of 

Confirmations and Trade Communications, such Confirmations and Trade Communications themselves, 

prices and volumes of transactions) contained in, displayed on, generated by or derived from the Facility 

and the Trading Platforms (collectively the “Information”). IGDL shall not decompile or reverse engineer 

any of a Participant’s or Customer’s Proprietary Data and Personal Information for the purpose of 

ascertaining such Participant’s or Customer’s trading strategies, except to the extent reasonably necessary 

for IGDL’s operations, to perform its surveillance and monitoring functions or to otherwise comply with 

Applicable Law. Subject to each Participant’s and Customer’s rights in its own Proprietary Data and 

Personal Information, each Participant and Customer (i) agrees to keep the Information confidential and 

cause each of its employees, Affiliates, Authorised Trading Firms, Customers, agents, consultants, 

independent software vendors and other persons affiliated with any of the foregoing, as applicable 

(collectively “Related Parties”), to keep the Information confidential, and (ii) agrees not to, and shall cause 

its applicable Related Parties not to, sell, lease, license, transfer, provide or otherwise make available to 

any third party any form of access to or use of any of the Information.

(b) Subject to paragraph (c) of this Rule 108, each Participant and Customer agrees that it shall not, 

and shall cause its Related Parties not to, license, sublicense, transfer, redistribute, resell, alter, enhance, 

make derivative works of, download to computer or reverse engineer all or any part of the Information (other 

than such Participant’s or Customer’s Proprietary Data and Personal Information).

(c) Notwithstanding paragraph (b) of this Rule 108:

(1) Solely (x) for use in connection with a Trading Privilege Holder’s own trading activity (and 

not, for the avoidance of doubt, for use by a Trading Privilege Holder’s sales, risk 

management (except for use by such Trading Privilege Holder’s compliance and other risk 

departments for regulatory purposes), research, wealth management or asset 

management departments/functions) or (y) to the extent necessary for a Trading Privilege 

Holder’s information technology department to perform transaction-related support 

functions for such Trading Privilege Holder, Trading Privilege Holders that:

(i) pay the monthly TPH API Restricted Usage Minimum Fee, as described in IGDL’s 

Trade Execution Fee Card, as amended from time to time, shall be entitled to

(x) download Information to a computer and/or (y) create Derived Information; and

(ii) pay the monthly TPH API Full Usage Minimum Fee, as described in IGDL’s Trade 

Execution Fee Card, shall be entitled to (x) download Information to a computer,

(y) create Derived Information and/or (z) redistribute Derived Information (and only 

Derived Information).

(2) Customers that are Authorised Trading Firms for which a Trading Privilege Holder has 

provided DEA may have access to Information through such Trading Privilege Holder in 

connection with such Customer’s trading activity.

(d) IGDL shall bear no liability for any Derived Information, and each Trading Privilege Holder shall 

defend, indemnify and hold harmless each SEF Indemnified Party (as defined in Rule 109) from and against 

any Losses to which any SEF Indemnified Party may become subject, insofar as such Losses arise out of 
18

or in connection with, or are based upon any Proceeding against a SEF Indemnified Party that arises out 

of or relates to any Derived Information created by or on behalf of such Trading Privilege Holder or any of 

its Related Parties.

Rule 109 Intellectual Property

(a) The Systems are the exclusive Intellectual Property of IGDL or its affiliates or licensors. 

Participants have no access to the Systems and no rights with respect to the Systems, except as expressly 

granted by IGDL. Subject to any required approvals from any applicable Regulatory Agency, IGDL shall 

have the right to modify at any time a System’s functionality, configuration, appearance, content and the 

Swaps made available for trading via a System.

(b) Upon granting Trading Privileges to a Participant, IGDL grants to that Participant a revocable, nonexclusive, non-transferable license to access and use the Systems in accordance with the Rules for the 

sole purpose of (i) entering into Swaps via the Systems, and (ii) receiving and transmitting Information 

generated by or made available through the Systems from time to time. Such license shall terminate when 

the Participant’s Trading Privileges terminate.

(c) Intellectual Property Rights

(1) By becoming a Participant, each Participant acknowledges and agrees that the Intellectual 

Property Rights in the Systems are a valuable asset of IGDL or its affiliates or licensors or 

their respective successors. Each Participant shall protect and safeguard the Intellectual 

Property Rights in and to the Systems by using the same degree of care that the Participant 

generally uses to protect its own Intellectual Property Rights and business assets, but in 

any event with no less than a reasonable degree of care.

(2) Each Participant shall promptly notify IGDL upon becoming aware of any infringement or 

misappropriation of any Intellectual Property Rights of IGDL or its affiliates or licensors. 

Each Participant shall comply with all reasonable requests made by IGDL (at IGDL’s 

reasonable expense) to protect and enforce the Intellectual Property Rights of IGDL or its 

affiliates or licensors in the Systems.

(d) Restrictions

(1) Subject to Rule 202, a Participant shall not sell, lease, license, transfer, provide or 

otherwise make available to any third party (including an affiliate of Participant), any form 

of access to or use of the System.

(2) A Participant shall not alter, enhance, make derivative works of, download to computer, 

decompile, disassemble or reverse engineer all or any part of the Systems except solely 

to the extent (i) expressly required by Applicable Law or permitted by the Rules, or

(ii) necessary in direct connection with support functions related to transactions on or 

subject to the Rules.

(e) Notwithstanding Rule 102, IGDL represents and warrants that it owns or is licensed all Intellectual 

Property Rights in or to the Systems.

(f) Indemnities

(1) IGDL shall defend, indemnify and hold harmless each Participant and its officers, directors, 

employees and agents (each a “Participant Indemnified Party”) from and against all 

Losses as a result of any third party claim or proceeding of any nature (“Proceeding”) 

against a Participant Indemnified Party determining that the Systems (other than the EBS 

NDF System, which includes but is not limited to the technology known as EBS Dealing 
19

Service and Brokernet), or the use thereof by the Participant Indemnified Party as 

authorised hereunder, violates any Intellectual Property Rights of any third party provided 

that such Losses do not result from (i) any Participant Indemnified Party’s fraud, gross 

negligence or willful misconduct; (ii) violation of Applicable Law by the Participant 

Indemnified Party; or (iii) the Participant’s breach of the Rules.

(2) Each Participant shall defend, indemnify and hold harmless IGDL and each ICAP Party 

(each an “IGDL Indemnified Party”) from and against any Losses to which any IGDL 

Indemnified Party may become subject, insofar as such Losses arise out of or in connection 

with, or are based upon any Proceeding against an IGDL Indemnified Party that arises out 

of or relates to any access, use or misuse of the Systems by the Participant or by any 

person accessing the Systems using the Participant’s ID provided that such Losses do not 

result from (i) an IGDL Indemnified Party’s fraud, gross negligence or willful misconduct;

(ii) violation of Applicable Law by the IGDL Indemnified Party; or (iii) the IGDL Indemnified 

Party’s breach of the Rules.

(3) If a Proceeding is commenced against a party entitled to indemnification under this 

Rule 109 (the “Indemnified Party”), notice shall be given to the party obligated to provide 

such indemnification (the “Indemnifying Party”) as soon as reasonably practicable. The 

Indemnifying Party shall be entitled to take control of the Proceeding and any settlement 

of it, and the Indemnified Party shall give the Indemnifying Party, at the Indemnifying 

Party’s reasonable cost, all reasonable assistance in relation to the Proceeding.

(4) Notwithstanding anything to the contrary contained in Rule 102 or a System Protocol, no 

limitation or exclusion of liability shall apply with respect to any direct losses or claims 

based on confidentiality, or to IGDL’s intellectual property infringement indemnification 

obligations set forth in this Rule 109.

(g) Confidentiality

Each Participant shall keep confidential all Confidential Information of IGDL or IGDL’s affiliates or licensors, 

both during the term and after termination of the license granted by this Rule 109. Each Participant may 

disclose Confidential Information to its professional advisers but otherwise may only disclose Confidential 

Information to those of its employees and representatives who need to know such Confidential Information 

for the purposes of exercising or performing the rights and obligations of Participant under the Rules and 

have been informed of the confidential nature of the Confidential Information divulged. No Participant will 

disclose Confidential Information to any third party except as follows: (i) with the consent of IGDL; (ii) as 

necessary to a DCO of which such Participant is a member or in connection with the clearing of a Swap;

(iii) subject to appropriate confidentiality requirements no less stringent than the confidentiality provisions 

hereunder, to any person providing services to such party relating to transactions on or subject to the Rules; 

or (iv) to IGDL’s Regulatory Services Provider.

(h) Each Participant shall maintain commercially available virus checking software to protect itself and 

the Systems from viruses, notify IGDL immediately of any defect in the System or any unauthorised access 

or change to the System of which the Participant becomes aware and comply with any security measures 

and procedures for authentication required by IGDL from time to time.
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CHAPTER 2

TRADING PRIVILEGES

Rule 201 Trading Privilege Holders

(a) Trading Privileges

(1) Subject to the requirements and procedures set forth in this Chapter 2, Trading Privileges 

will be granted on an impartial basis to all applicants from time to time approved by IGDL 

as eligible to be Trading Privilege Holders, subject to any limitations or restrictions from 

time to time imposed by IGDL. Trading Privileges are non-transferable (except under 

certain limited circumstances which must be approved by IGDL), non-assignable and may 

not be sold or leased. Circumstances under which Trading Privileges may be transferred, 

subject to IGDL approval, include, for example, transfers due to corporate reorganisations. 

Each Trading Privilege Holder will have the right to access the Facility (including, subject 

to the applicable System Protocol, any Trading Platform) including the right to:

(i) enter Bids/Offers, issue and respond to RFQs, submit Pre-Arranged Crosses, 

submit Block Trades, access a Trading Platform and execute transactions in 

Contracts for each of its proprietary accounts;

(ii) where permitted under this Rulebook and by Applicable Law, enter Bids/Offers, 

issue and respond to RFQs, submit Pre-Arranged Crosses, submit Block Trades, 

access a Trading Platform and execute transactions in Contracts for the accounts 

of Customers as an Intermediary; and

(iii) appoint other persons to act on its behalf as an Authorised Trader or Authorised 

Trading Firm pursuant to Rule 202, including providing DEA to a Customer.

(2) By virtue of obtaining Trading Privileges, a Trading Privilege Holder will not obtain any 

equity or other interest in IGDL or the Facility, including voting rights or rights to receive 

any dividends or other distributions, whether arising from a dissolution, merger or 

consolidation involving IGDL, the Facility or otherwise.

(3) In granting Trading Privileges, IGDL may impose such restrictions or limitations as it may 

deem necessary or appropriate, and in accordance with Applicable Law. IGDL shall apply 

such restrictions or limitations to applicants in an impartial, non-discriminatory manner, 

consistent with the Act, Commission Regulations and FCA rules thereunder. IGDL will 

deny the grant of Trading Privileges where an applicant has failed to meet any 

requirements for such grant.

(b) Financial Requirements

(1) Any person that wishes to have Trading Privileges must have sufficient resources to 

guarantee the adequate settlement of transactions pursuant to Rule 204, and must meet 

the other financial and related reporting requirements set forth in this Rule 201.

(2) Each Trading Privilege Holder must provide to IGDL, upon initial application for Trading 

Privileges, and prior to being granted access to the Facility, a signed written or electronic 

representation that it qualifies as an Eligible Contract Participant.

(3) Each Trading Privilege Holder shall, promptly upon request, provide to IGDL and/or its 

Regulatory Services Provider financial and related information for itself, or for its Authorised 

Trading Firms or Customers, as applicable, sufficient to demonstrate that it, or any of its 
21

Authorised Trading Firms or Customers, as applicable, meets the applicable minimum 

financial requirements, including that it or any such Authorised Trading Firm or Customer 

qualifies as an Eligible Contract Participant.

(4) Each Trading Privilege Holder must notify IGDL’s Compliance Function immediately upon 

becoming aware that it, or any of its Authorised Trading Firms or Customers, fails to satisfy 

the minimum financial requirements applicable to it or to any such Authorised Trading Firm 

or Customer, including the requirement to qualify as an Eligible Contract Participant.

(5) Unless and until a Trading Privilege Holder is able to demonstrate to IGDL that it or any of 

its Authorised Trading Firms or Customers is in compliance with the applicable minimum 

financial requirements, such Trading Privilege Holder (i) may not engage in any 

transactions subject to the Rules of the Facility for itself or on behalf of any such Customer, 

as the case may be, or (ii) permit any such Authorised Trading Firm to engage in any 

transactions subject to the Rules of the Facility, except, in each case, for the purpose of 

closing open positions that were opened on the Facility.

(c) Fitness Standards

(1) IGDL may deny the grant of Trading Privileges, or may prevent a person from becoming 

an Authorised Trader or Authorised Trading Firm of a Trading Privilege Holder, if one or 

more of the following applies to such person:

(i) it is unable satisfactorily to demonstrate a capacity to adhere to all applicable Rules 

of the Facility or any Regulatory Agency, Rules of any DCO to which the Trading 

Privilege Holder submits Cleared Contracts for clearing, Commission Regulations 

and SRO regulations, including those concerning recordkeeping, reporting, 

financial requirements and trading procedures;

(ii) it would bring IGDL or the Facility into disrepute; or

(iii) it is otherwise not fit and proper to be a Trading Privilege Holder, Intermediary, 

Authorised Trader or Authorised Trading Firm.

(2) IGDL may determine not to permit a Trading Privilege Holder or any Authorised Trader or 

Authorised Trading Firm of a Trading Privilege Holder to keep its, his or her Trading 

Privileges or maintain his or her association with a Trading Privilege Holder, as the case 

may be, if such Trading Privilege Holder, Authorised Trader or Authorised Trading Firm:

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

Authorised Trader or Authorised Trading Firm status after such Trading Privileges 

or Authorised Trader or Authorised Trading Firm status has been approved;

(ii) fails to comply with any limitation placed by IGDL on such Trading Privileges or 

Authorised Trader or Authorised Trading Firm status; or

(iii) commits a material Violation.

(3) IGDL may deny the grant of Trading Privileges, or may prevent a person from becoming 

an Authorised Trader or Authorised Trading Firm, if they do not have a sufficient level of 

trading ability and competence and experience, or adequate organisational arrangements.

(4) Any decision made by IGDL pursuant to this Rule 201 will be made on a non-discriminatory 

basis, consistent with any Applicable Law, and must be consistent with both the provisions 

of this Rule 201 and the Act and Commission Regulations and FCA rules thereunder.
22

(d) IGDL may (i) deny the grant of Trading Privileges, (ii) prevent a person from becoming an 

Intermediary or Authorised Trader or Authorised Trading Firm, and (iii) determine not to permit a Trading 

Privilege Holder or any Intermediary or Authorised Trader or Authorised Trading Firm to keep its, his or her 

Trading Privileges or maintain his, her or its association with a Trading Privilege Holder, as the case may 

be, if such Trading Privilege Holder, Intermediary, Authorised Trader or Authorised Trading Firm causes or 

would cause IGDL to be in violation of Applicable Law.

(e) Consent to Facility Rules

Prior to obtaining access to the Facility and each time a Participant or Customer initiates or executes a 

transaction on the Facility, directly or through an Intermediary, each Participant and each Customer shall 

be deemed to have expressly consented to the jurisdiction of the Facility and agreed to be bound by and 

comply with the Rules. At the time any Clearing Firm provides a Clearing Firm Representation, each such 

Clearing Firm shall expressly consent to the jurisdiction of the Facility and agree to be bound by and comply 

with the Rules.

Rule 202 Authorised Traders and Authorised Trading Firms

(a) Each Trading Privilege Holder may from time to time permit one or more persons to enter 

Bids/Offers, issue and respond to RFQs, submit Pre-Arranged Crosses, submit Block Trades, access a 

Trading Platform and effect transactions in Contracts on the Facility. Such authority may be granted to one 

or more Authorised Traders.

(1) Authorised Traders

(i) Each Trading Privilege Holder which is trading for its own account as a principal 

may permit one or more individuals as Authorised Traders to enter Bids/Offers, 

issue and respond to RFQs, submit Pre-Arranged Crosses, submit Block Trades, 

access a Trading Platform and execute transactions in Contracts on its behalf. In 

such case, the Trading Privilege Holder shall be principal to any resulting 

transactions made on its behalf by such Authorised Traders.

(ii) Each Trading Privilege Holder which is an Intermediary trading for the accounts of 

Customers may permit one or more individuals as Authorised Traders to enter 

Bids/Offers, issue and respond to RFQs, submit Pre-Arranged Crosses, submit

Block Trades, access a Trading Platform and execute transactions in Contracts on 

its behalf as an Intermediary for such Customers. In such cases, the Trading 

Privilege Holder has responsibility for all actions and failures to act of such 

Authorised Traders, but the Customer on whose behalf each transaction is made 

shall be the principal to any transactions made on its behalf by such Authorised 

Traders.

(iii) Each Trading Privilege Holder which is an Intermediary trading for the accounts of 

Customers that are natural persons may provide such a Customer with DEA to the 

Facility by permitting the Customer to become an Authorised Trader to enter 

Bids/Offers on behalf of the Customer. In such case, the Customer shall be the 

principal to any transactions entered into as an Authorised Trader. As provided 

for in section (b)(3) below, IGDL may grant or deny DEA to a Customer in its sole 

discretion.

(iv) The Trading Privilege Holder shall be responsible to IGDL for acting with 

reasonable care in granting Authorised Trader status. In addition, where the 

Trading Privilege Holder provides an Authorised Trader with DEA to the Facility, 

the Trading Privilege Holder shall retain responsibility for Bids/Offers and trades 

executed by such Authorised Trader on the Facility.
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(2) Authorised Trading Firms

(i) Each Trading Privilege Holder which is trading for its own account as principal may 

designate one or more Authorised Trading Firms to act as Intermediary for such 

Trading Privilege Holder and permit one or more individuals associated with such

Authorised Trading Firm(s) to become Authorised Traders to enter Bids/Offers, 

issue and respond to RFQs, submit Pre-Arranged Crosses, submit Block Trades, 

access a Trading Platform and execute transactions in Contracts on behalf of the 

Trading Privilege Holder. In such case, the Trading Privilege Holder shall be 

principal to any resulting transactions made on its behalf by such Authorised 

Trading Firms through the Authorised Traders.

(ii) Each Trading Privilege Holder which is an Intermediary trading for the accounts of 

Customers that are entities may provide such a Customer with DEA to the Facility 

by permitting the Customer to become an Authorised Trading Firm and by 

permitting one or more individuals associated with the Authorised Trading Firm to 

become Authorised Traders to enter Bids/Offers on behalf of the Customer. In 

such case, the Customer on whose behalf each transaction is made shall be the

principal to any transactions made on its behalf by such Authorised Trading Firm 

through the Authorised Traders. As provided for in section (b)(3) below, IGDL may 

grant or deny DEA to a Customer in its sole discretion.

(iii) The Trading Privilege Holder shall be responsible to IGDL for acting with 

reasonable care in granting Authorised Trading Firm status. In addition, where the 

Trading Privilege Holder provides an Authorised Trading Firm with DEA to the 

Facility, the Trading Privilege Holder shall retain responsibility for Bids/Offers 

entered and trades executed by such Authorised Trading Firm on the Facility.

(iv) Each Trading Privilege Holder will obtain with respect to each person to which it is 

seeking to grant Authorised Trading Firm status and provide to IGDL a signed 

written or electronic representation that such person is an Eligible Contract 

Participant, and shall notify IGDL in accordance with Rule 201(b)(4) if any 

Authorised Trading Firm no longer qualifies as an Eligible Contract Participant.

(b) IGDL Approval

(1) No person may act as an Authorised Trader or Authorised Trading Firm before being 

approved to do so by IGDL, which IGDL will do on an impartial basis.

(2) Each prospective Authorised Trader and Authorised Trading Firm, or the Trading Privilege 

Holder on their behalf, will, prior to being permitted by IGDL to act as an Authorised Trader 

or Authorised Trading Firm, as the case may be, submit an application in the form required 

by IGDL and will satisfy such requirements as may be prescribed by IGDL from time to 

time.

(3) Each prospective Authorised Trading Firm, or the Trading Privilege Holder on its behalf, 

must provide a written or electronic representation, prior to being granted access to the 

Facility, that the Authorised Trading Firm qualifies as (x) an Eligible Contract Participant as 

defined in the Act, and (y) an Eligible Counterparty, and that it has all registrations, licenses 

and consents required by its constituent documents and Applicable Law to transact in 

Contracts. The foregoing representation may be provided directly to IGDL by the 

Authorised Trading Firm in a form provided by IGDL or, alternatively, the Trading Privilege 

Holder may provide IGDL evidence satisfactory to IGDL that the Authorised Trading Firm 

has provided such consents, agreements and representations to the Trading Privilege 

Holder.
24

(4) DEA to the Facility by an Authorised Trader or an Authorised Trading Firm shall be granted 

or denied in the sole discretion of IGDL. IGDL will notify a Trading Privilege Holder of its 

approval or disapproval of the designation of an Authorised Trader or Authorised Trading 

Firm for DEA. IGDL may, in its sole discretion, revoke or suspend the designation of an 

Authorised Trader or Authorised Trading Firm for DEA, and shall notify the Trading 

Privilege Holder of such action in accordance with procedures established by IGDL.

(c) Ability to provide DEA

(1) A Trading Privilege Holder or Authorised Trading Firm may provide DEA to the Facility 

where that Trading Privilege Holder or Authorised Trading Firm is classified as:

(i) an investment firm authorised under the MiFID regime;

(ii) a credit institution authorised under the CRD regime;

(iii) a firm that would be a MiFID investment firm if it had its head office in the European 

Economic Area; or

(iv) a third country firm that is otherwise permitted to provide investment services in 

the UK (i.e. pursuant to the MiFIR Article 46 and 47 regime or pursuant to the UK 

national regulatory regime).

(2) Before a Trading Privilege Holder or Authorised Trading Firm is able to provide DEA to the 

Facility, it must conduct a due diligence assessment of any Customer to whom it proposes 

to provide DEA to the Facility prior to seeking approval from IGDL in accordance with 

Rule 202(b) above. The due diligence assessment shall, at a minimum, cover:

(i) the governance and ownership structure of the prospective Customer;

(ii) the types of strategies to be undertaken by the prospective Customer;

(iii) the operational set-up, the systems, the pre-trade and post-trade controls and the 

real time monitoring of the prospective Customer;

(iv) where the prospective Customer will be using third-party trading software as part 

of the DEA, ensuring that the software includes pre-trade controls as required by 

Applicable Law;

(v) the responsibilities within the prospective Customer for dealing with actions and 

errors;

(vi) the historical trading pattern and behavior of the prospective Customer;

(vii) the level of expected trading and order volume of the prospective Customer;

(viii) the ability of the prospective Customer to meet its financial obligations to the 

Trading Privilege Holder or Authorised Trading Firm; and

(ix) the disciplinary history of the prospective Customer.

(3) A Trading Privilege Holder or Authorised Trading Firm allowing sub-delegation of DEA 

must ensure that a prospective DEA client, before granting that client access, has a due 

diligence framework in place that is at least equivalent to the one described above.
25

(4) Trading Privilege Holders and Authorised Trading Firms that provide DEA to Authorised 

Traders or Authorised Trading Firms are required to review their due diligence assessment 

processes annually.

(d) Responsibilities to IGDL

(1) Each Trading Privilege Holder shall notify IGDL in writing if its relationship with an 

Authorised Trader or Authorised Trading Firm has been terminated, and such Trading 

Privilege Holder may at any time revoke any authorisation granted by it to any Authorised 

Trader or Authorised Trading Firm by providing written notice of such revocation to IGDL.

(2) By permitting any of its Authorised Traders and/or Authorised Trading Firm to access and 

use the Facility (including any Trading Platform) from any jurisdiction or to act as an 

Intermediary for trades on behalf of Customers located in any jurisdiction, each Trading 

Privilege Holder represents and warrants that each such access to or use of the Facility, 

or action as an Intermediary, does not violate any law applicable to the Trading Privilege 

Holder, the Authorised Trader, the Authorised Trading Firm or, to such Trading Privilege 

Holder’s knowledge, IGDL.

(e) Intermediation

(1) A Participant may not act as an Intermediary for any other entity or person, unless the 

Trading Privilege Holder does so in accordance with Applicable Law.

(2) A Trading Privilege Holder may not transact as an Intermediary for any Customer unless 

the Trading Privilege Holder has submitted a signed written or electronic representation to 

IGDL that each of its Customers is an Eligible Contract Participant and an Eligible 

Counterparty, and each Trading Privilege Holder shall notify IGDL in accordance with 

Rule 201(b)(4) if any of its Customers no longer qualifies as an Eligible Contract 

Participant.

Rule 203 Financial Integrity

(a) Each Trading Privilege Holder, Authorised Trading Firm and Customer must be an Eligible Contract 

Participant and an Eligible Counterparty (i) prior to obtaining access to the Facility, and (ii) at the time that 

such person enters into each transaction on the Facility or subject to the Rules.

(b) For Cleared Contracts:

(1) each Trading Privilege Holder or Authorised Trading Firm transacting on the Facility as a 

principal is required to demonstrate to IGDL, with appropriate documentary evidence as 

required by IGDL from time to time, that such Trading Privilege Holder or Authorised 

Trading Firm is a Clearing Firm or that it has clearing arrangements in place with a Clearing 

Firm, including having the Clearing Firm Representation required by Rule 204(f); and

(2) each Trading Privilege Holder acting as an Intermediary shall confirm that each of its 

Customers has clearing arrangements in place with a Clearing Firm and obtain from its 

Customers any documentary evidence as required by IGDL from time to time to that effect, 

including any Clearing Firm Representation required by Rule 204(f). The Trading Privilege 

Holder shall provide such documentary evidence to IGDL.

(c) For Contracts listed on the Facility as bilateral Contracts, each Trading Privilege Holder, Authorised 

Trading Firm or Customer that enters into such Contracts as a principal must undergo such credit checks 

and provide such credit information as the Facility may require from time to time.
26

Rule 204 Clearing

(a) All Contracts executed on the Facility that are subject to mandatory clearing under Section 2(h) of 

the Act must be cleared through a recognized DCO by a Clearing Firm. Any other Contracts executed on 

the Facility may be cleared at the discretion of the parties to such transaction; provided that such Contracts 

are able to be cleared through a recognized DCO by a Clearing Firm. After being submitted to and accepted 

by the relevant DCO, each Cleared Contract will be subject to the rules, policies and procedures of such 

DCO. Each Cleared Contract shall be cleared through the DCO indicated in the relevant contract 

specifications set forth in Chapter 8 or agreed by the parties in accordance with the Applicable Law, 

provided that the DCO must be one of those recognized by the SEF.

(b) Pre-Execution Credit Check / Risk Screening.

(1) In advance of submitting each Bid/Offer or Pre-Arranged Cross to the Facility for any 

Cleared Contract, each Trading Privilege Holder or Authorised Trading Firm shall identify 

the Clearing Firm to which any resulting transaction will be submitted for clearing at the 

relevant DCO and:

(i) if acting as principal, shall ensure that it has sufficient credit with such Clearing 

Firm for the resulting transaction and that the resulting transaction satisfies such 

Clearing Firm’s Risk-Based Limits; and

(ii) if acting as an Intermediary, other than with respect to DEA, shall confirm that its 

Customer has sufficient credit with the Customer’s Clearing Firm for the resulting 

transaction and that the resulting transaction satisfies such Clearing Firm’s RiskBased Limits.

In the event that there is insufficient credit or the transaction does not satisfy a Clearing Firm’s Risk-Based 

Limits, the Trading Privilege Holder or Authorised Trading Firm may not submit such Bid/Offer or PreArranged Cross to the Facility.

(2) Each Clearing Firm that provides a Clearing Firm Representation for a Participant or 

Customer may notify IGDL of the Risk-Based Limits it has established for such Participant 

or Customer, and such Risk-Based Limits shall become effective upon acknowledgment of 

receipt by IGDL. Any change to such Risk-Based Limits shall become effective only upon 

acknowledgment of receipt by IGDL.

(c) A Clearing Firm that seeks to effect transactions on the Facility for its own account or the account 

of any Customer must be a Trading Privilege Holder.

(d) IGDL may share information with any DCO that would assist such DCO in evaluating and 

monitoring a Clearing Firm’s compliance with these criteria. A Clearing Firm agrees to cooperate with IGDL 

and each relevant DCO in any such monitoring.

(e) Clearing Firms shall clear Cleared Contracts in accordance with all applicable Rules and DCO 

rules.

(f) Clearing Firm Representation

(1) Each Trading Privilege Holder or Authorised Trading Firm that is not a Clearing Firm and 

is transacting in Cleared Contracts on the Facility as a principal shall obtain a 

representation from a Clearing Firm, in form and substance satisfactory to, and approved 

by, IGDL (a “Clearing Firm Representation”). Under such representation, the Clearing 

Firm must accept for clearing all Cleared Contracts of each Trading Privilege Holder or 

Authorised Trading Firm for which it clears Cleared Contracts, subject to any Risk-Based 
27

Limits that are in effect pursuant to Rule 204(b)(2). Where a Trading Privilege Holder or 

Authorised Trading Firm uses the services of multiple Clearing Firms, a Clearing Firm shall 

be responsible only to the extent that it has been designated by such Trading Privilege 

Holder or Authorised Trading Firm to clear a particular Cleared Contract.

(2) Each Trading Privilege Holder acting as Intermediary shall obtain from the Customer a 

Clearing Firm Representation from a Clearing Firm pursuant to which the Clearing Firm 

accepts for clearing all transactions in Cleared Contracts entered into by the Customer, 

subject to any Risk-Based Limits that are in effect pursuant to Rule 204(b)(2). Where a 

Customer uses the services of multiple Clearing Firms, a Clearing Firm shall be responsible 

only to the extent that it has been designated by such Customer to clear a particular 

Cleared Contract.

(3) Every Contract that is subject to a Clearing Firm Representation and results from a 

Bid/Offer or Pre-Arranged Cross that is within any Risk-Based Limits that are in effect 

pursuant to Rule 204(b)(2) is deemed accepted for clearing by the Clearing Firm upon 

execution.

(4) A Clearing Firm may at any time (but on prior written notice to IGDL) revoke any Clearing 

Firm Representation made by it to a Trading Privilege Holder, Authorised Trading Firm or 

Customer (as applicable) in accordance with paragraph (1) and/or (2) above, by providing 

prior written notice of such revocation to IGDL. The Clearing Firm Representation will 

remain in effect for all Contracts for which Bids/Offers or Pre-Arranged Crosses were 

submitted to a Trading Platform prior to IGDL’s acknowledgment of the revocation, which 

IGDL shall undertake to effectuate as promptly as practicable.

(5) Each Trading Privilege Holder, Authorised Trading Firm or, if applicable, Customer must 

assist its Clearing Firm and the DCO in the clearing of its Cleared Contracts.

(6) Upon notice that a Clearing Firm has revoked any authorisation granted and Clearing Firm 

Representation made by it to a Trading Privilege Holder, Authorised Trading Firm or 

Customer pursuant to this Rule 204(f), the right of such Trading Privilege Holder, 

Authorised Trading Firm or Customer (as applicable) to enter into Cleared Contracts will 

be automatically terminated, and such Trading Privilege Holder, Authorised Trading Firm 

or Customer must obtain another Clearing Firm Representation from a Clearing Firm 

before the Trading Privilege Holder’s, Authorised Trading Firm’s or Customer’s right to 

access to trade Cleared Contracts via the Facility will be reinstated.

(g) A DCO may be given access to the Facility for the purpose of obtaining any information required 

by the DCO to clear contracts, including, without limitation, real-time data regarding Bids/Offers, PreArranged Crosses and the execution of transactions. IGDL may impose such restrictions on a DCO’s 

access that it determines, in its sole discretion, are necessary and appropriate.

(h) Failure to Clear

(1) Subject to a Clearing Firm’s obligation to accept for clearing all Contracts resulting from 

Bids/Offers or Pre-Arranged Crosses that satisfy the Risk-Based Limits in effect for a 

Participant or Customer, any Cleared Contract, including one leg of a Package 

Transaction, that is rejected for clearing by a Clearing Firm or DCO for any reason, 

including an error by IGDL in permitting a Bid/Offer or Pre-Arranged Cross to be made that 

did not satisfy the Risk-Based Limits in effect at the time the Bid/Offer or Pre-Arranged 

Cross was made, shall be void ab initio and will be cancelled by IGDL. For the avoidance 

of doubt, any component leg of a Package Transaction that was accepted for clearing will 

not be affected by the rejection of another leg of the same Package Transaction.
28

(2) Any Contract, including any component leg of a Package Transaction, that was executed 

on the Facility without the intent to be cleared, but later determined by the parties to the 

transaction to be cleared, will not be void if rejected for clearing by a DCO to which the 

Contract or component leg of the Package Transaction was submitted.

(3) In the event a Cleared Contract, including one leg of a Package Transaction, is cancelled 

by IGDL pursuant to this Rule 204(h), IGDL will report such cancellation to the relevant 

SDR pursuant to Part 43 of the Commission Regulations.

(4) Any transaction cancelled under this Rule 204(h) (except for transactions rejected by a 

DCO for credit reasons) may be re-executed pursuant to the procedures set forth in 

Rule 316(i).

(i) Submission of Cleared Contracts to DCOs

(1) IGDL shall route each Cleared Contract executed on the Facility and accepted for clearing 

by a Clearing Firm to the DCO identified pursuant to Rule 208(e) as soon as technologically 

practicable after execution, and in no event later than ten (10) minutes after execution. 

IGDL may do so either by submitting the Cleared Contract directly to the DCO or by routing 

the Cleared Contract through an Affirmation Hub.

(2) Cleared Contracts that are routed through an Affirmation Hub shall be routed in accordance 

with the following procedures:

(i) All Cleared Contracts executed as Pre-Arranged Crosses, via Voice RFQ or on the 

Order Book with the assistance of an Execution Specialist, 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

(ii) All other Cleared Contracts shall be automatically submitted by the Affirmation Hub 

to the relevant DCO as soon as technologically practicable after receipt from IGDL, 

without Participants or Customers being provided the opportunity to Affirm.

(3) Failure by a Participant or Customer to Affirm a Cleared Contract routed through an 

Affirmation Hub within the ten (10) minute time frame required by this Rule 204(i) shall be 

a Violation; provided that:

(i) such failure shall be a Violation only by the Participant(s) or Customer(s), as 

applicable, that failed to Affirm the Cleared Contract in accordance with this Rule; 

and

(ii) no such failure shall be a Violation where the failure was substantially the result of, 

as determined in IGDL’s discretion, any errors or delays caused by IGDL or any 

Execution Specialist.

(4) The Compliance Function or a designated member of the Market Regulation Staff shall, on 

a monthly basis, review the previous month’s Affirmations by Participants and Customers 

for compliance with this Rule 204(i). Notwithstanding such regular monthly reviews, the 

Compliance Function or any member of the Market Regulation Staff may investigate 

possible Violations of this Rule 204(i) at any time upon becoming aware of such possible 

Violation. Investigations of possible Violations of this Rule 204(i) shall be conducted in 

accordance with Rule 502, including that the Compliance Function may determine to 

impose summary fines in accordance with Rule 516. The Compliance Function or a 

designated member of the Market Regulation Staff shall review each possible Violation of 
29

this Rule 204(i) in light of all the facts and circumstances, including whether any errors or 

delays were caused by IGDL or any Execution Specialist.

(j) FICC Clearing Member Representation

(1) Each Trading Privilege Holder that is not a FICC Clearing Member and is transacting in the 

Swap component of a U.S. Dollar Swap Spread on the Facility as a principal shall provide 

evidence, in form and substance satisfactory to, and approved by, the Facility that a FICC 

Clearing Member will accept for clearing all U.S. Treasury Security components of a

U.S. Dollar Swap Spread executed on the Facility prior to such time as the Facility 

acknowledges withdrawal of such obligation pursuant to Rule 204(j)(3) (a “FICC Clearing 

Member Representation”).

(2) Each Trading Privilege Holder acting as Intermediary shall obtain from the Customer 

evidence of a FICC Clearing Member Representation with respect to all U.S. Treasury 

Security components of a U.S. Dollar Swap Spread executed on the Facility for such 

Customer and submit such evidence to the Facility in form and substance satisfactory to, 

and approved by, the Facility.

(3) A Trading Privilege Holder, on its own behalf or on behalf of its Customer, as the case may 

be, may at any time withdraw any FICC Clearing Member Representation upon prior written 

notice of such withdrawal to the Facility and acknowledgement of such withdrawal by the 

Facility.

(4) Each Trading Privilege Holder or, if applicable, Customer must assist its FICC Clearing 

Member and FICC in the clearing of its Cleared Treasury Securities.

(5) Upon the withdrawal of a FICC Clearing Member Representation by a Trading Privilege 

Holder pursuant to Rule 204(j)(3), the right of such Trading Privilege Holder or its Customer 

(as applicable) to enter into the Swap component of U.S. Dollar Swap Spreads will be 

automatically terminated, and such Trading Privilege Holder (on its own behalf, or on behalf 

of its Customer, as the case may be) must provide new evidence of a FICC Clearing 

Member Representation from a FICC Clearing Member before the Trading Privilege 

Holder’s or Customer’s right to enter into the Swap component of U.S. Dollar Swap 

Spreads via the Facility will be reinstated.

(6) Each Participant or, where a transaction is on behalf of a Customer, the relevant Customer, 

is obligated to settle all U.S. Treasury Security components of a U.S. Dollar Swap Spread 

where the Swap component is traded on the Facility. Any failure to settle such

U.S. Treasury component shall be a Violation; provided that, in the event FICC rejects such

U.S. Treasury Security for clearing due to operational error beyond the control of the 

relevant Participant or Customer, the failure to settle such U.S. Treasury component shall 

not be a Violation.

(k) Breakage Agreements Prohibited. Participants and Customers are prohibited from requiring a 

Breakage Agreement from any other Participant or Customer as a condition of trading with that other 

Participant or Customer.

Rule 205 Application for and Grant of Trading Privileges

(a) Application Requirement. Each applicant for Trading Privileges will submit an application to IGDL 

in a form and manner prescribed by IGDL. Each applicant will promptly update the application materials if 

any of the information provided therein becomes inaccurate or incomplete after the date of submission and 

prior to any approval of the application. IGDL will act upon, and approve or disapprove, any such application 

without unreasonable delay.
30

(b) Grant of Trading Privileges. Upon submission of an application and satisfaction of the applicable

requirements and procedures set forth in this Chapter 2, and approval by IGDL, a person applying for 

Trading Privileges will be granted Trading Privileges. If the application process is not completed by the 

applicant within six months of submission of an application and payment of any applicable fee, the 

application will be deemed to be withdrawn.

(c) Denial of Trading Privileges. Any applicant whose application for Trading Privileges, including 

Authorised Trader or Authorised Trading Firm status with a Trading Privilege Holder, is denied may request 

an appeal of IGDL’s decision pursuant to the procedures set forth in Rule 214. 

(d) Re-application. Any applicant to become a Trading Privilege Holder who has been denied Trading 

Privileges pursuant to this Rule 205 and Rule 214 will not be eligible for re-application during the six months 

immediately following such denial.

Rule 206 Participant and Customer Obligations; Suspension or Termination of Access

(a) Each Participant and Customer must comply with these Rules, applicable provisions of the Act, 

and relevant Commission Regulations and FCA rules. Each Participant and Customer must also cooperate 

promptly and fully with IGDL, its agents, its Regulatory Services Provider, and/or a Regulatory Agency in 

any investigation, call for information, inquiry, audit, examination, or proceeding. Such cooperation shall 

include a duty to provide supplemental verbal or other information if the Participant or Customer learns that 

a previous response is incomplete or incorrect in any material respect. Additionally, each Trading Privilege 

Holder must update its email address promptly after any change and update all other material information 

provided in its application for Trading Privileges within five days after that information has changed. If any 

Participant or Customer fails to satisfy these obligations, IGDL may revoke or suspend the Participant’s or 

Customer’s access to the Facility in full or in part.

(b) Each Participant and Customer consents to allow IGDL to provide all information IGDL has about 

the Participant or Customer, including the Participant’s or Customer’s trading activity, to the Regulatory 

Services Provider, the Commission or any other Regulatory Agency, law enforcement authority, or judicial 

tribunal, including (as may be required by information sharing agreements or other contractual, regulatory, 

or legal provisions) foreign regulatory or self-regulatory bodies, law enforcement authorities, judicial 

tribunals and any other service provider to IGDL solely in connection with the service provider’s 

performance of services to IGDL and subject to the service provider’s agreeing to maintain such information 

as confidential, including that such service provider shall not:

(1) use such information for any purpose other than in connection with providing services to 

the Facility (including that it may not otherwise use such information for its own business 

or marketing purposes), unless specifically required in order to fulfill such service provider’s 

regulatory obligations; or

(2) disclose such information to any other person, except (i) to its employees or Affiliates, 

provided that the employees or Affiliates are subject to confidentiality obligations at least 

as stringent as those applicable to the service provider, and that, in each case, such 

disclosure is necessary for the performance of services to the Facility by the service 

provider, or (ii) if compelled to do so by valid legal or regulatory process, provided that the 

service provider notifies IGDL in advance thereof to the extent permitted.

(c) Each Participant is required to review the “Regulation” section of IGDL’s website to make itself 

aware of material changes to these Rules or other notices that may affect their rights and obligations as a 

Participant.

(d) Each Trading Privilege Holder must diligently supervise all activities of the Trading Privilege 

Holder’s employees and/or agents, including all Authorised Traders and Authorised Trading Firms relating 

to transactions effected on the Facility. Any Violation by any employee of a Trading Privilege Holder, 
31

including an Authorised Trader or Authorised Trading Firm, shall constitute a Violation by such Trading 

Privilege Holder.

(e) IGDL may revoke or suspend a Participant’s access to the Facility in full or in part if the Participant 

acts as an Intermediary on behalf of a Customer and such Customer maintains a position in any Contract 

that, when considered in light of the other positions maintained by the Participant through which such 

Customer accesses the Facility, and any other factors that IGDL reasonably deems relevant, IGDL 

reasonably believes could jeopardise the financial safety of such Participant or any of such Participant’s 

other Customers. In making this determination, IGDL may consider any relevant factors, including, as 

applicable, (i) the positions maintained by such Participant, such Participant’s Authorised Traders, 

Authorised Trading Firms and other Customers, (ii) financial information provided by such Participant; and

(iii) in consultation and coordination with the relevant DCOs, the level of margin maintained by such 

Participant at such Participant’s Clearing Firm.

(f) If IGDL suspends or revokes a Participant’s or Customer’s access to the Facility pursuant to 

Rule 206(a) or (e), such Participant or Customer may request an appeal of IGDL’s decision pursuant to the 

procedures set forth in Rule 214.

(g) Each Trading Privilege Holder which is a Swap Dealer or Major Swap Participant and enters into 

or facilitates a Swap that is subject to mandatory clearing under Section 2(h) of the Act shall be responsible 

for compliance with the mandatory trading requirement under Section 2(h)(8) of the Act.

Rule 207 Customers

(a) No Participant shall act as an Intermediary unless the Trading Privilege Holder has entered into an 

agreement with the Customer that provides that the Customer agrees that all Contracts shall be governed 

by the Rules, the Act and the Commission Regulations and FCA rules, insofar as they are applicable to that 

Contract, although no such agreement shall be required by these Rules when the Customer of a Trading 

Privilege Holder is another Trading Privilege Holder.

(b) Where a Customer and Intermediary are both Trading Privilege Holders, the Customer shall provide 

IGDL with such notice of the relationship as IGDL may require from time to time.

(c) Each Customer shall be the principal to all executed transactions resulting from any Bids/Offers or 

Pre-Arranged Crosses entered on behalf of the Customer. Where a Participant is acting as an Intermediary 

on behalf of a Customer, the Participant shall have no liability, whether or not the identity of the Customer 

has been disclosed, in respect of any transactions executed on behalf of a Customer, to any other party, 

including any other Participant or the Customer of any other Participant.

(d) Except to the extent that IGDL sends Confirmations of Contracts directly to the relevant Customer, 

each such Customer authorises IGDL to send Confirmations of Contracts entered into through an 

Intermediary to the Intermediary and authorises such Intermediary to accept such Confirmations on behalf 

of the Customer.

Rule 208 Recordkeeping

(a) Each Participant and Customer must prepare and keep current all books, ledgers and other similar 

records required to be kept by it pursuant to Applicable Law and the Rules of the Facility.

(b) Each Participant and Customer shall keep records of the Swaps it trades on or subject to the Rules, 

and of its trading in each index, instrument or commodity underlying such Swaps, as well as of its trading 

of other derivatives that are based on any such index, instrument or commodity. These records shall include 

records of purchases, sales, ownership, production, processing and use of such Swaps, indices, 

instruments, commodities and derivatives, and may be in the form customarily generated in accordance 

with sound commercial practices in the relevant markets.
32

(c) Each Participant and Customer must keep all books and records required to be kept by it pursuant 

to the Rules for a period of five years from the date on which they are first prepared, unless otherwise 

provided in the Rules or required by Applicable Law. Such books and records must be readily accessible 

during the first two years of such five-year period. During such five- year period, all such books and records 

must, where Applicable Law requires it, be made available for inspection by, and copies thereof must be 

delivered to IGDL, IGDL’s Regulatory Services Provider, the Commission, the U.S. Department of Justice, 

the FCA, any other European Union regulatory agency governing a Participant and/or Customer and the 

authorised representatives of the foregoing, upon request.

(d) All Bids/Offers submitted to the Facility and all transactions executed through the Facility are 

subject to the Record Keeping Obligation under MiFID II. Each Participant submitting Bids/Offers must 

provide with the Bid/Offer all data required to enable IGDL to meet its obligations pursuant to the Record 

Keeping Obligation. Participants shall respond promptly to requests by the IGDL to complete, update or 

correct data.

(e) In addition, the following information must be provided to IGDL by each Participant prior to entering 

a Bid/Offer or Pre-Arranged Cross with respect to any Swap traded on the Facility:

• Authorised Trader ID

• Trading Privilege Holder ID

• Swap

• Series, if applicable

• DCO where Swap is to be cleared

• Price

• Quantity

• Side of the Bid/Offer

• Customer Type Indicator Code (defined below)

• Trading account and other relevant account information, including Clearing Firm

• LEI of the Participant placing the Bid/Offer or initiating the RFQ

• For Intermediated Transactions, the LEI of the Customer

• Yes/no indication of whether the Participant or Customer is a Swap Dealer for that Swap

• Yes/no indication of whether the Participant or Customer is a Major Swap Participant

• Yes/no indication of whether the Participant or Customer is a Financial Entity

• Yes/no indication of whether the Participant or Customer is a U.S. person as defined by the 

Commission;

• For Cleared Contracts, confirmation of the availability of credit at the Clearing Firm to which any 

resulting transaction will be submitted for clearing at the relevant DCO;
33

• Any information required by the applicable System Protocol; and

• If the Swap will be allocated:

o an indication that the Swap will be allocated;

o the LEI of the Account Manager;

o if the Swap is a pre-execution allocated Swap, the account and LEI for each Customer 

that will receive allocations;

o an indication of whether the Swap is a post-execution allocation Swap; and

o if the Swap is a post-execution allocation Swap, the unique Swap identifier of the 

original transaction between the reporting counterparty and the agent.

For purposes of this Rule 208, the “Customer Type Indicator Codes” are as follows:

CTI 1 – Bid/Offer for the proprietary account of a Trading Privilege Holder that is a natural person.

CTI 2 – Bid/Offer for the proprietary account of a Trading Privilege Holder that is not a natural 

person.

CTI 3 – Bid/Offer which an individual Trading Privilege Holder or Authorised Trader executes for 

the proprietary account of another Trading Privilege Holder or for an account which the other 

Trading Privilege Holder controls or has an ownership or financial interest in.

CTI 4 – Any Bid/Offer not meeting the definition of CTI 1, 2 or 3, including those entered on behalf 

of Customers.

(f) The Rules regarding the recordkeeping obligations set forth in this Rule 208 shall be promulgated 

to achieve the purposes and requirements of Applicable Law. While IGDL will have sole discretion, subject 

to Applicable Law, to determine such Rules, IGDL will take into consideration in doing so comparable 

requirements applicable to Participants.

Rule 209 Communications of IGDL with Participants

(a) Written Notices

IGDL will publish a notice with respect to each addition to, modification of, or clarification of the Rules, or 

of any action taken to implement any Rule, in a form and manner that is reasonably designed to enable 

each Trading Privilege Holder to become aware of and familiar with, and to implement any necessary 

preparatory measures to be taken by it with respect to, such addition or modification, prior to the effective 

date thereof; provided that any failure of IGDL to so publish a notice will not affect the effectiveness of the 

addition or modification in question. Each Trading Privilege Holder will provide its respective Authorised 

Traders, Authorised Trading Firms and Customers with copies of any such notice. For purposes of 

publication in accordance with the first sentence of this Rule 209(a), it will be sufficient (without limiting the 

discretion of IGDL as to any other reasonable means of communication) if a notice is (a) sent to each 

Trading Privilege Holder by mail, recognised courier service, facsimile or electronic mail (including by 

means of a hyperlink included in an electronic mail message), to the address, facsimile number or electronic 

mail address (as applicable) provided by such Trading Privilege Holder for such purpose or (b) published 

on the Facility’s website. Each Trading Privilege Holder, on its own behalf, and on behalf of its Authorised 
34

Traders, Authorised Trading Firms and Customers, as applicable, must monitor the Facility’s website for 

any notices published under this Rule 209(a).

(b) Recording of Communications

IGDL and Trading Privilege Holders may record conversations and retain copies of electronic 

communications between officers, employees or agents of IGDL, Trading Privilege Holders (including their 

Affiliates), Authorised Traders, Authorised Trading Firms or Customers. Any such recordings or other 

records may be retained by IGDL or such Trading Privilege Holder, as the case may be, in such manner 

and for such periods of time as IGDL, or such Trading Privilege Holder, as the case may be, may deem 

necessary or appropriate.

Rule 210 Required Disclosures to IGDL

Each Trading Privilege Holder must promptly notify IGDL in writing upon becoming aware:

(a) that the Trading Privilege Holder, any of the Trading Privilege Holder’s officers or any of the Trading 

Privilege Holder’s Authorised Traders or Authorised Trading Firms has been the subject of a material 

sanction, penalty or other adverse action by any Regulatory Agency which is related to transactions in 

Swaps, futures, options on futures, securities, commodities, or Swaps-related banking;

(b) that the Trading Privilege Holder, any of the Trading Privilege Holder’s officers or any of the Trading 

Privilege Holder’s Authorised Traders or Authorised Trading Firms has been convicted of, pled guilty or no 

contest to, or entered in a plea agreement of a material nature in any domestic, foreign or military court 

which involves:

(1) embezzlement, theft, extortion, fraud, fraudulent conversion, forgery, counterfeiting, false 

pretences, bribery, gambling, racketeering, or misappropriation of funds, securities or 

properties; or

(2) any transaction in or advice concerning Swaps, futures, options on futures, securities, 

commodities, or Swaps-related banking;

(c) that the Trading Privilege Holder, any of the Trading Privilege Holder’s officers or any of the Trading 

Privilege Holder’s Authorised Traders or Authorised Trading Firms is subject to material regulatory 

proceedings before any Regulatory Agency which are related to transactions in Swaps, futures, options on 

futures, securities, commodities, or Swaps-related banking;

(d) that the Trading Privilege Holder, any of the Trading Privilege Holder’s officers or any of the Trading 

Privilege Holder’s Authorised Traders or Authorised Trading Firms have been denied or withdrawn any 

application for registration or license submitted to any Regulatory Agency, and of any material revocation, 

suspension or conditioning of any registration or license granted by any Regulatory Agency, which in each 

case is related to transactions in Swaps, futures, options on futures, securities, commodities, or Swapsrelated banking;

(e) that any of the Trading Privilege Holder’s Authorised Traders or Authorised Trading Firms have:

(1) had their status as an Authorised Trader or Authorised Trading Firm permanently revoked 

by the Trading Privilege Holder, whether due to employment termination, termination of 

status as a Customer or otherwise; or

(2) had their access to the Facility temporarily revoked by the Trading Privilege Holder;
35

(f) of any material change:

(1) in any information contained in the Trading Privilege Holder’s membership application, or 

in an Authorised Trader’s or Authorised Trading Firm’s application pursuant to Rule 202, 

including a Trading Privilege Holder’s, Authorised Trading Firm’s or Customer’s status as 

an Eligible Contract Participant or an Eligible Counterparty; or

(2) to a Trading Privilege Holder’s signed representation to IGDL that each of its Customers is 

an Eligible Contract Participant pursuant to Rule 202(e)(2);

(g) of any withdrawal from membership by the Trading Privilege Holder, any of the Trading Privilege 

Holder’s officers or any of the Trading Privilege Holder’s Authorised Traders or Authorised Trading Firms, 

in any SRO, designated contract market, DCO or swap execution facility;

(h) of any damage to, or failure or inadequacy of, the systems, facilities or equipment used to effect 

transactions or perform financial obligations under or in connection with Contracts of the Trading Privilege 

Holder or any of its Authorised Traders or Authorised Trading Firms;

(i) of any change in the location of the principal office of the Trading Privilege Holder or any of the 

Trading Privilege Holder’s Authorised Traders or Authorised Trading Firms;

(j) of any failure to maintain segregated funds as required by the Commission when the Trading 

Privilege Holder is a futures commission merchant registered with the Commission;

(k) of becoming subject to early warning reporting under Commission Regulation 1.12; and

(l) of becoming the subject of a bankruptcy proceeding or being unable to meet any financial obligation 

as it becomes due.

Rule 211 Dues, Fees and Expenses

(a) Subject to the rest of this Rule 211, the Board or its designee shall set the payment dates and 

amounts of any dues, assessments or fees to be levied on Trading Privilege Holders, which dues, 

assessments or fees will be payable to IGDL on the terms set out in the relevant invoice.

(b) Fees will be the same for Trading Privilege Holders receiving the same access to, or services from, 

the Facility. IGDL may, from time to time, establish different fee structures for different categories of Trading 

Privilege Holders based on non-discriminatory, measurable and objective criteria, applied impartially in a 

fair and nondiscriminatory manner, relating to: (i) the total volume traded, the numbers of trades or 

cumulated trading fees; (ii) the services or packages of services provided; (iii) the scope or field of use 

demanded; or (iv) the provision of liquidity in accordance with Article 48(2) of Directive 2014/65/EU or in a 

capacity of being a market maker as defined in Article 4(1)(7) of Directive 2014/65/EU.

(c) If a Trading Privilege Holder fails to pay when due any IGDL dues, assessments or fees levied on 

such Trading Privilege Holder, and such payment obligation remains unsatisfied thirty (30) days after its 

due date, IGDL may suspend, revoke, limit, condition, restrict or qualify the Trading Privileges of such 

Trading Privilege Holder as it deems necessary or appropriate.

(d) IGDL’s fee schedule will be made available to Participants upon request. By accessing the Facility, 

Participants agree to be bound by the fee schedule in effect at the time the applicable Facility services are 

rendered.

Rule 212 Market Maker Programs
36

IGDL may from time to time adopt, pursuant to Part 40 of the Commission Regulations, one or more 

programs under which one or more Trading Privilege Holders or others may be approved and designated 

as market makers with respect to one or more Contracts in order to provide liquidity and orderliness in the 

market or markets for such Contract or Contracts. Any such program may provide for any or all of the 

following:

(a) qualifications, including any minimum net capital requirements, that any such market maker must 

satisfy;

(b) the procedure by which Trading Privilege Holders or others may seek and receive designation as 

market holders;

(c) the obligations of such market makers, including any applicable minimum bid and offer 

commitments;

(d) the benefits accruing to such market makers, including priority in the execution of transactions 

effected by Trading Privilege Holders or others as approved by IGDL in their capacity as market makers, 

reduced transaction fees or the receipt of compensatory payments from IGDL;

(e) the requirement that such designated market makers agree to abide by the Rules and are subject 

to the jurisdiction of the Facility; and

(f) any pre-trade trade transparency requirements that may apply to the best Bid/Offer prices and 

volumes of any such market makers.

Rule 213 Independent Software Vendors

IGDL shall provide impartial access to independent software vendors who enter into a development and 

maintenance agreement with IGDL (an “ISV Development and Maintenance Agreement”). Fees will be 

comparable for independent software vendors receiving comparable access to, or services from, IGDL. 

Each independent software vendor that enters into an ISV Development and Maintenance Agreement must 

satisfy the following criteria, which IGDL shall apply in a fair and nondiscriminatory manner:

(a) If required to be registered in any capacity under Applicable Law, it has duly registered in such 

capacity and such registration is in effect and has not lapsed or been revoked, suspended or withdrawn;

(b) It complies with the applicable technical access standards, system compatibility requirements, 

security protocols and technical specifications for connection to IGDL’s electronic systems as may be 

specified by IGDL from time to time;

(c) It must ensure that each person that uses the independent software vendors to access the Facility 

is either a Participant or a Customer of a Participant authorised as such in accordance with these Rules;

(d) It may provide data obtained from the Facility solely to such Participants or Customers of 

Participants in connection with their actual and proposed trading activity in Contracts and similar contracts, 

and shall not provide such data to any other swap execution facility, security-based swap execution facility, 

designated contract market, national securities exchange or other trading facility or system without the prior 

written consent of IGDL;

(e) In the case of any RFQ or Bid/Offer submitted to IGDL through an independent software vendor, 

the independent software vendor will provide sufficient detail to identify the Participant (and, in the case of 

a Customer transaction, the Customer) as required by IGDL; and

(f) It satisfies such other impartial and transparent criteria as IGDL may specify from time to time, 

subject to Applicable Law.
37

Rule 214 Access Denial Actions

(a) Notice of Access Denial Action

(1) If IGDL denies an application for Trading Privileges, including association with a Trading 

Privilege Holder as an Authorised Trader or Authorised Trading Firm, pursuant to Rule 205, 

or suspends or revokes a Participant’s or Customer’s access to the Facility pursuant to 

Rule 206(a) or (e), IGDL will promptly notify the relevant applicant, Participant or Customer 

in writing of such denial. 

(2) No determination of IGDL to revoke a person’s access to the Facility will take effect until 

the review procedures set forth in this Rule 214 have been exhausted or the time for review 

has expired.

(3) If no request for an appeal is made within seven days after receiving written notice of the 

denial of the relevant application or suspension or termination of access to IGDL, the 

denial, suspension or termination shall be the final determination of IGDL and a notice will 

be provided in accordance with Rule 214(c). 

(b) Appeal of Denial of Trading Privileges or Suspension or Termination of Access

(1) Within seven days after receiving the written notice of the denial of the relevant application 

or suspension or termination of access to IGDL, the affected applicant, Participant or 

Customer, as the case may be, may request in writing that IGDL provide the reasons 

therefor in writing. Within 14 days of receiving any such written request, IGDL will provide 

the applicant, Participant or Customer, as the case may be, with such reasons in writing. 

Within 14 days of receiving IGDL’s written response, the applicant, Participant or 

Customer, as the case may be, may request, in writing, that the Participation Committee 

reconsider IGDL’s initial decision and may provide any written representations or other 

information that the applicant, Participant or Customer, as the case may be, believes is 

relevant to the reconsideration.

(2) Within 28 days of receiving either a written request for reconsideration or written 

representations or information from the applicant, Participant or Customer, as the case 

may be, or a statement from such person that no such representation or information is to 

be made or supplied, the Participation Committee will either confirm, reverse or modify the 

initial decision and will promptly notify the applicant, Participant or Customer, as the case 

may be, accordingly. The Participation Committee may in its discretion schedule a hearing 

or establish any other process that it believes is necessary and appropriate to consider the 

request for reconsideration. Any decision by the Participation Committee pursuant to this 

subparagraph (2) constitutes the final action of IGDL with respect to the matter in question 

and is not subject to appeal. 

(c) Effective Date of Denial of Trading Privileges or Suspension or Termination of Access

(1) If IGDL makes a final determination to deny an application for Trading Privileges pursuant 

to Rule 205, or suspends or revokes a Participant’s or Customer’s access to IGDL pursuant 

to Rule 206(a) or (e), IGDL shall provide written notice within thirty (30) days of its 

determination to the applicant, Participant or Customer, as applicable. The written notice 

must include the information required by Part 9 of the Commission Regulations. Unless 

otherwise determined by IGDL in accordance with Part 9 of the Commission Regulations, 

the written notice will include:

(i) the name of the applicant, Participant or Customer;
38

(ii) a statement of the Participation Committee’s reasons for the denial of Trading 

Privileges, suspension or revocation of access to IGDL, including details regarding 

the Contracts involved, if any, and a listing of any Rules the Participation 

Committee determined were Violated and whether the Violation resulted in any 

financial harm to Customers;

(iii) if applicable, a statement of the conclusions and findings of the Participation 

Committee with respect to each Violation, or, in the event of a settlement, a 

statement specifying the alleged Violations;

(iv) the terms of the denial of Trading Privileges, suspension or revocation of access 

to IGDL;

(v) the date on which the determination was made and the effective date of the 

determination; and

(vi) a statement informing the applicant, Participant or Customer that the denial of 

Trading Privileges, suspension or revocation of access to IGDL may be appealed 

to the Commission pursuant to Part 9 of the Commission Regulations.

(2) IGDL shall also provide the written notice to the NFA through the NFA’s Background 

Affiliation Status Information Center (“BASIC”).

(3) Any final decision by IGDL to deny Trading Privileges pursuant to Rule 205 or to suspend 

or revoke access to IGDL pursuant to Rule 206(a) or (e) shall be the final decision of IGDL 

and shall become effective in accordance with the timeline set forth in Rule 513(b).

(4) If IGDL denies Trading Privileges pursuant to Rule 205 or suspends or revokes access to 

the SEF pursuant to Rule 206(a) or (e), it must publicly publish and maintain on its website

the information contained in the written notice pursuant to Rule 214(c)(1).

(d) Any action that may be taken by the Participation Committee under this Rule 214(b) or (c) may be 

taken by the Board if no Participation Committee has been established.

Rule 215 Withdrawal of Participant

(a) To withdraw from the Facility, a Participant must notify IGDL in writing, following such procedures 

as may be established by IGDL.

(b) IGDL may, in its reasonable discretion, refuse to accept a Participant’s withdrawal request or may 

postpone the effective date of withdrawal of a Participant if IGDL considers it necessary for the protection 

of the Participant’s Customers, other Participants or otherwise in the interests of IGDL.

(c) Based on the information provided to, and other information gathered by, IGDL regarding a 

Participant’s withdrawal request, IGDL will determine whether to: (i) accept the withdrawal request;

(ii) postpone the effective date of the withdrawal; or (iii) impose any terms or conditions before or after the 

effective date of withdrawal.

(d) If IGDL refuses to accept a Participant’s withdrawal request or postpones the effective date of 

withdrawal of a Participant, IGDL may waive the obligation to pay some or all of the fees, costs and charges 

that IGDL would have imposed during the period after the date on which the requested withdrawal would 

have otherwise taken effect.

(e) When IGDL accepts the withdrawal of a Participant, all rights and privileges of such Participant 

terminate (including the Trading Privileges and ability to access a Trading Platform). The accepted 
39

withdrawal of a Participant shall not affect the rights of IGDL under the Rules or relieve the former 

Participant of its obligations with respect to previously executed transactions (including any contractual 

obligations relating to any Contracts entered into by such Participant, or the payment of any fees, costs, or 

charges incurred prior to such withdrawal). Notwithstanding the accepted withdrawal of a Participant, the 

withdrawn Participant remains subject to the jurisdiction of the Facility for acts done and omissions made 

while a Participant, and must cooperate in any proceeding under Chapter 5 as if such withdrawal had not 

taken place.

(f) Upon delivery of a withdrawal notice:

(1) Participant shall promptly notify its Authorised Traders and Authorised Trading Firms that 

they may no longer access the Facility on behalf of Participant, and Participant shall with 

reasonable diligence, to the extent practicable, terminate electronic access of its 

Authorised Traders and Authorised Trading Firms to the Facility; and

(2) IGDL shall suspend Participant’s access to the Facility, promptly notify its relevant 

personnel that Participant and its Authorised Trading Firms may no longer access the 

Facility on behalf of Participant, and with reasonable diligence, to the extent practicable, 

terminate electronic access of Participant’s Authorised Traders to the Facility.
40

CHAPTER 3

TRADING PROCEDURES

Rule 301 Trading Sessions

Except as otherwise provided in these Rules or determined by the Board, transactions in any Contract will 

only be executed during the Trading Session for such Contract. IGDL may from time to time modify its 

regular Trading Session and establish Trading Sessions, in addition to the regular Trading Sessions, as it 

deems appropriate.

Rule 302 Information about, and access to, IGDL’s Order Book

(a) Each Authorised Trader and each Trading Privilege Holder that is an individual will receive a user 

identification (“ID”) and password. As a Trading Privilege Holder or Authorised Trader, such person will be 

able to access IGDL’s Order Book, which functions as an electronic central limit order book and provides 

the highest priority to Bids/Offers with the best price, for trading in the Swap asset classes or sub-products 

approved for such Trading Privilege Holder or Authorised Trader, enter and accept Bids/Offers, and 

otherwise access information regarding, or perform functions for, such person’s account using its ID and 

password.

(b) For account security and audit trail purposes, each Trading Privilege Holder and Authorised Trader 

agrees that IGDL may maintain logs of the IP address used to log on to any Order Book.

(c) Each Trading Privilege Holder will be responsible for protecting from improper disclosure its ID and 

password, and the IDs and passwords of its Authorised Traders. In addition, a Trading Privilege Holder 

may not knowingly or negligently permit any person not authorised by IGDL and by the Trading Privilege 

Holder to use the ID and password to access the Order Book. Each Trading Privilege Holder is required to 

immediately notify IGDL if it knows, or has reason to believe, that its ID and/or password, or the ID and/or 

password of any Authorised Trader have been disclosed to any person not authorised by IGDL and the 

Trading Privilege Holder to use such ID and/or password.

(d) Except as otherwise provided in Rule 102.

(1) each Trading Privilege Holder will be liable for all costs and any losses that it may incur 

from transactions executed on the Facility by any person, authorised or not, using its ID 

and password or the ID and/or password of any of its Authorised Traders; and

(2) IGDL will not be responsible in any way for unauthorised transactions for a Trading 

Privilege Holder’s account.

(e) Each Trading Privilege Holder is responsible for contracting with a network provider through which 

it will access the Facility and for having a backup service provider if the Trading Privilege Holder deems it 

necessary. Each Trading Privilege Holder is also responsible for maintaining a network connection speed 

adequate for its needs. IGDL will not be responsible in any way for any Bids/Offers delayed or transactions 

missed or not executed in a timely fashion because of failure of the Trading Privilege Holder’s Internet 

service provider or slowness of its network connection speed. No communication from a Trading Privilege 

Holder will be deemed to have been received by IGDL until that communication is logged by the Order 

Book server.

Rule 303 Algorithmic Trading

(a) Trading Privilege Holders, Authorised Traders and Authorised Trading Firms wishing to engage in 

Algorithmic Trading must ensure that Algorithmic Trading is controlled and organised in accordance with 
41

the requirements of MiFID II, and that their Algorithmic Trading is monitored by them to prevent disorderly 

trading on IGDL. 

(b) Trading Privilege Holders, Authorised Traders and Authorised Trading Firms wishing to engage in 

Algorithmic Trading must, prior to the deployment or any substantial update of any trading Algorithm:

(1) undertake conformance testing to the standards prescribed under MiFID II;

(2) provide a certification to IGDL that the Algorithms employed by the Trading Privilege 

Holder, Authorised Trader or Authorised Trading Firm have been tested to avoid 

contributing to, or creating, disorderly trading conditions and explain the means used for 

such testing; and

(3) ensure that IGDL has assigned a unique Algo ID to the Algorithm. 

(c) All Algorithmic Trading should be identified by the Trading Privilege Holder, Authorised Trader or 

Authorised Trading Firm as such and must be routed to the Facility via trading permissions attributed to an 

Authorised Algorithmic Trader.

Rule 304 Required Transactions

(a) No Participant shall execute a Required Transaction on the Facility other than via the Facility’s 

Order Book or Request for Quote procedures, unless such transaction is a Block Trade, in which case it 

shall be executed in accordance with Rule 309.

(b) Upon execution of a Required Transaction on the Facility, IGDL will report the transaction to the 

SDR as soon as technologically practicable after execution in accordance with Rule 310.

(c) CFTC Package Transactions. In accordance with NAL 17-55, expiring November 15, 2020, a 

Participant may execute a Swap component of a Covered CFTC Package Transaction through any method 

of execution offered by the Facility, notwithstanding that execution of such Swap component would 

otherwise be a Required Transaction.

Rule 305 Permitted Transactions

(a) Participants may enter Bids/Offers for Permitted Transactions directly into the Facility’s Order Book 

for that Contract.

(b) Participants may submit to an Execution Specialist for execution Permitted Transactions negotiated 

and agreed to outside the Facility’s Order Book, at prices mutually agreed, with regard to Contracts that 

have been designated by IGDL for such purpose (each such transaction a “Pre-Arranged Cross”). PreArranged Crosses that are submitted to an Execution Specialist for execution must be submitted by the 

seller, unless otherwise agreed to by the parties; however, in the case of an Intermediated Transaction, the 

Participant acting as the Intermediary shall have the obligation to submit the Pre-Arranged Cross to the 

Execution Specialist. The Participant submitting the Pre-Arranged Cross to the Execution Specialist must 

provide the information required by Rule 208(d) and (e).

(c) An Execution Specialist may facilitate the negotiation and execution of a Pre-Arranged Cross by 

two Participants only as follows: upon request of a Participant, the Execution Specialist may, without using 

any Trading Platform, Order Book or RFQ procedure, contact one or more other Participants to determine 

interest in a Pre-Arranged Cross.

(d) Upon execution of the Permitted Transaction on the Facility, IGDL will report the transaction to the 

SDR as soon as technologically practicable after execution in accordance with Rule 310.
42

(e) Each Participant that is party to, or Intermediary in, a Pre-Arranged Cross executed pursuant to 

section (b) of this Rule 305 must record the following details of the transaction: the Contract (including the 

Delivery Month) to which such transaction relates; the number of Contracts traded; the price of execution 

or premium; the identity of the counterparty; and, if applicable, details regarding the Customer for which the 

transaction was executed, as well as, if applicable, the Underlying Interest and whether the transaction 

involved a put or a call and the strike price. Upon request by IGDL, such Participant must produce 

satisfactory evidence, including the transaction information referred to in the preceding sentence that the 

transaction meets the requirements set forth in this Rule.

Rule 306 Execution Methods for Required Transactions

(a) Execution through the Order Book

(1) A Participant may enter Bids/Offers to transact in Contracts by electronic transmission over 

a network or through an Execution Specialist. If a Participant submits a Bid/Offer to the 

Order Book through an Execution Specialist, the Execution Specialist shall provide the 

Participant with a confirmation that the Bid/Offer was entered into the Order Book as soon 

as possible after such entry. Neither the Order Book nor an Execution Specialist will 

disclose the identities of Participants submitting Bids/Offers prior to the execution of a 

transaction through the Order Book.

(2) A Participant will enter a Bid/Offer to transact in one or more Contracts by indicating to the 

Facility in the manner required by a Trading Platform or the Execution Specialist the 

information required by Rule 208(e).

(3) The Participant will be responsible for any and all Bid/Offer entries it posts on the Facility. 

Posted Bids/Offers are subject to acceptance by other Participants.

(4) The Order Book will keep an electronic record of all Bids/Offers to transact in Contracts, 

and all executed transactions.

(5) The records kept by IGDL will include all of the Bid/Offer terms identified in this Rule 306

as well as the date and time that the transaction was executed.

(6) The Order Book will provide Participants with the ability to post firm Bids/Offers on a 

centralised electronic screen that is accessible to all Participants with access to the Order 

Book. Each Participant may then choose to transact on the basis of a firm Bid/Offer by 

entering a Bid/Offer which accepts the firm Bid/Offer.

(7) For a Participant who has the ability to accept a Bid/Offer it submits on behalf of a Customer 

or to execute Bids/Offers from two Customers against each other, or for two Participants 

who desire to execute offsetting Bids/Offers as a result of pre-execution discussions, the 

Participant or Participants must allow at least a 15 second delay between the entry of those 

two Bids/Offers, such that one side of the potential transaction is disclosed and made 

available to other Participants for at least 15 seconds (or such other time as IGDL may 

publish for particular contracts) before the second side of the potential transaction, whether 

for the Participant’s own account or for Participant’s Customer, is submitted for execution. 

Participants and Customers may engage in pre-execution discussions with regard to such 

Bids/Offers in accordance with Rule 404(c).

(b) [NOT USED]

(c) Voice Request for Quote Systems. Participants may initiate either a Non-Directed Voice RFQ or a 

Directed Voice RFQ by contacting an Execution Specialist. If the Participant does not specify that it wishes 

the RFQ to go to less than all Participants, the Execution Specialist shall direct the RFQ to all Participants.
43

(1) Non-Directed Voice RFQ.

(i) The Execution Specialist will transmit the RFQ to all other Participants, and all 

other Participants may respond.

(ii) Prior to execution the Execution Specialist will not disclose the identities of 

Participants who transmit or respond to a Non-Directed Voice RFQ.

(2) Directed Voice RFQ.

(i) The Execution Specialist will transmit the RFQ to no less than three (3) Recipients, 

to which all such Recipients may respond.

(ii) A Participant that requests an Execution Specialist to send an RFQ to fewer than 

all Participants may not request that an Execution Specialist send any RFQ to 

another Participant that is affiliated with or controlled by the RFQ requester or to 

two more Participants that are affiliated with or controlled by each other. An 

Execution Specialist that sends an RFQ to fewer than all Participants, after 

consideration of reasonably available information, may not knowingly send an RFQ 

on behalf of the requesting Participant to another Participant that is affiliated with 

or controlled by the RFQ requester, or to two or more Participants that are affiliated 

with or controlled by each other. For purposes of this Rule 306(c), “control”

includes but is not limited to the grant of trading discretion by one Participant to 

another.

(iii) The identity of a Directed Voice RFQ requester shall be disclosed to the Recipients 

upon transmittal of any Directed Voice RFQ and the identities of the Recipients 

that provide responses shall be disclosed to the RFQ requestor at the time of such 

responses.

(iv) A Participant may elect to not receive Directed Voice RFQs upon written notice to 

the Facility.

(3) With respect to both Non-Directed Voice RFQs and Directed Voice RFQs:

(i) Together with the first response from any Recipient, the Execution Specialist will 

communicate to the requesting Participant any firm resting Bid/Offer for the Swap 

indicated in the RFQ that is posted in the Order Book together with any responses 

to the RFQ from the Recipients.

(ii) Responses to RFQs must be in the form of a Bid/Offer. The RFQ requestor may 

accept such RFQ response by submitting a corresponding Bid/Offer.

(iii) An Execution Specialist will act in accordance with a Participant’s instructions, the 

Rules and Applicable Law.

(4) Managed Orders. With respect to Non-Directed Voice RFQs only:

(i) Unless otherwise instructed by a Recipient, an unfilled Bid/Offer provided in 

response to an RFQ shall be entered into the Order Book by an Execution 

Specialist on behalf of a Participant (“Managed Orders”).

(ii) Execution Specialists shall cancel a Managed Order if:
44

A. The Participant instructs the Execution Specialist to cancel the Managed 

Order;

B. The Participant is filled in the same instrument in an RFQ and the 

Managed Order is filled prior to the Execution Specialist cancelling the 

order; or

C. Time has passed and market conditions have changed sufficiently since 

the entry of the Managed Order such that the Managed Order should be 

cancelled. The following conditions must be met before a Managed Order 

is cancelled in the Order Book:

(aa) The Managed Order must be exposed to the Order Book for at 

least 15 seconds; and

(bb) A material change in the equilibrium price of the particular 

instrument has occurred as identified by any of the following:

i. New Bids/Offers, initiations of Voice RFQs, or responses 

to Voice RFQs indicating one or more Participants are 

willing to trade at a worse price; or

ii. The instrument’s mid-rate has moved through the 

Managed Order’s price; or

iii. A material economic market event has occurred, 

including, but not limited to, U.S. Department of Labor’s 

Bureau of Labor Statistics Economic News Releases, 

Federal Reserve announcements, or natural or manmade disasters.

(iii) Failure of an Execution Specialist to cancel a Managed Order pursuant to 

Rule 306(c)(4)(ii) prior to it being filled in whole or in part shall be considered an 

error of the Facility that may be cancelled pursuant to Rule 316(a).

Rule 307 Work Up

Work-up sessions in Required Transactions are permitted in both electronic trading and RFQ, subject to 

the System Protocol for the Trading Platform for each product. Work-up transactions do not qualify as a 

Block Trade even if a Participant’s transactions as part of the work-up session has a notional or principal 

amount at or above the Appropriate Minimum Block Size applicable to such Swap.

Rule 308 Acceptable Bids and Offers

(a) The Bid/Offer types shall be as specified in the appropriate System Protocol.

(b) A Participant submitting a Held Order for less than the Appropriate Minimum Block Size for 

execution on the Facility shall submit such a Held Order directly to the Order Book or, if submitted to the 

Facility through an Execution Specialist, such Execution Specialist shall submit such a Held Order directly 

to the Order Book.

Rule 309 Block Trades

Participants must enter into uncleared Block Trades away from the Facility, i.e. outside a Trading Platform, 

System, Order Book, RFQ procedure or Prearranged Cross procedure under Rule 305(b). Participants 
45

may enter into Block Trades in Cleared Contracts in accordance with Rule 309(f). All Block Trades must 

be executed at prices mutually agreed, with regard to Contracts that have been designated by IGDL for 

such purpose, subject to the following conditions:

(a) The Block Trade must be for at least such minimum number of Contracts as will from time to time 

be specified by IGDL (the “Appropriate Minimum Block Size”). Except as may otherwise be permitted 

by Commission Regulation 43.6(h)(6), Participants shall not aggregate Contracts of different Participants 

or Customers to achieve the Appropriate Minimum Block Size. Furthermore, each Swap leg of a Package 

Transaction must achieve the Appropriate Minimum Block Size independently of each other Swap leg of 

the Package Transaction. The current Appropriate Minimum Block Sizes are posted on the “Regulation”

section of the IGDL website.

(b) When negotiating or executing a Block Trade, a Participant must ensure that the price quoted for 

a Block Trade represents a fair and reasonable price. The price at which a Block Trade is executed must 

be fair and reasonable in light of (i) the size of such Block Trade, (ii) the prices and sizes of other 

transactions in the same Contract at the relevant time, (iii) the prices and sizes of transactions in other 

relevant markets at the relevant time, and (iv) the circumstances of the parties to such Block Trade.

(c) Block Trades that are not Cleared Contracts must be submitted to the Facility by the seller, unless 

otherwise agreed to by the parties, as soon as technologically practicable after execution, and in no event 

later than ten (10) minutes after execution, by contacting an Execution Specialist; however, in the case of 

an Intermediated Transaction, the Participant acting as the Intermediary shall have the obligation to submit

the Block Trade to the Facility as soon as technologically practicable after execution. The Participant 

submitting the Block Trade to the Facility must explicitly state to the Execution Specialist that the parties 

are electing to have the Block Trade treated as such, must state the time of execution to the nearest second 

and must provide the information required by Rule 208(e).

(d) IGDL will review the information submitted by the Participants for a Block Trade that is not a Cleared 

Contract and will post the transaction to a Trading Platform if the details are complete and accurate in 

accordance with this Rule. IGDL will report the transaction to the SDR as soon as technologically 

practicable after execution in accordance with Rule 310 and will identify the Block Trade as such in the 

report. IGDL will not disclose any detail of a Block Trade that is not a Cleared Contract prior to the public 

dissemination of the Block Trade by the SDR.

(e) Each Participant that is party to, or Intermediary for, a Block Trade that is not a Cleared Contract 

must record the following details of the transaction: the Contract (including the Delivery Month) to which 

such transaction relates; the number of Contracts traded; the price of execution or premium; the time of 

execution; the identity of the counterparty; and, if applicable, details regarding the Customer for which the 

transaction was executed, as well as, if applicable, the Underlying Interest and whether the transaction 

involved a put or a call and the strike price. Upon request by IGDL, such Participant must produce 

satisfactory evidence, including the information referred to in the preceding sentence that the transaction 

meets the requirements set forth in this Rule.

(f) In accordance with NAL 17-60, expiring November 15, 2020, a Participant may execute a Block 

Trade that is a Cleared Contract either (i) via the Facility’s voice RFQ procedures in Rule 306(c), with the 

exception that there shall be no minimum number of required Participants to whom an RFQ must be sent, 

or (ii) as a Pre-Arranged Cross in accordance with the procedures in Rule 305, notwithstanding that the 

execution of the Block Trade does not occur away from the Facility’s trading system. Each Block Trade 

executed pursuant to this Rule 309(f) must involve Contracts listed by the Facility, be executed pursuant to 

the Rules and meet the Appropriate Minimum Block Size. The Facility will report each Block Trade 

transaction to the SDR as soon as technologically practicable after execution in accordance with Rule 310. 

The Facility will not disclose any detail of such a Block Trade prior to the public dissemination of the Block 

Trade by the SDR.

(g) Each counterparty to a Block Trade must be an Eligible Contract Participant.
46

(h) Each Intermediary entering into a Block Trade on behalf of a Customer (or in the case of an 

Authorised Trader acting as an Intermediary, its Trading Privilege Holder’s Customer) must have received 

a written instruction or consent to do so from the Customer prior to the execution of the Block Trade. The 

written instruction or consent must be specific as to Block Trades but may be included in a power of attorney 

or similar document in which the Customer provides the Intermediary with discretionary trading authority to 

direct the trading in the Customer’s account.

(i) Any Block Trade in violation of these requirements will constitute conduct which is inconsistent with 

just and equitable principles of trade.

(j) Nothing in this Rule 309 shall prohibit a Participant from executing a transaction via the Order Book, 

vRFQ procedures or as a Pre-Arranged Cross that exceeds the Appropriate Minimum Block Size. Such 

transactions will not receive treatment as Block Trades and will not be afforded a reporting time delay under 

Part 43 of the Commission Regulations.

Rule 310 Reporting and Data Collection

(a) In furtherance of Applicable Law, IGDL will capture and retain all transaction data, so as to be able 

to reconstruct all transactions within a reasonable period of time and to provide evidence of any Violations.

(b) In furtherance of Applicable Law, IGDL will retain records for all transactions executed on the 

Facility. This includes all Bids/Offers, RFQs and Pre-Arranged Crosses, whether accepted, unaccepted, 

cancelled or modified, and all acceptances of such transactions.

(c) In furtherance of Applicable Law, IGDL shall maintain an electronic transaction history database, 

which includes a history of all Bids/Offers and transactions, and also includes: (i) all data that are input into 

the trade entry system; (ii) the categories of Participant or Customer for which each transaction is executed, 

including whether the Participant or Customer executed the transaction for its own account; (iii) timing and 

sequencing data adequate to reconstruct trading; and (iv) subject to Rule 310(h), identification of each 

Participant or Customer to which fills are allocated.

(d) IGDL will use the electronic transaction history database to reconstruct trading and identify possible 

Violations. In furtherance of Applicable Law, IGDL will conduct an annual review of compliance by all 

Participants and Customers that are responsible for, or in control of, the creation of audit trail records with 

its audit trail and recordkeeping requirements and will identify Participants and Customers that may have 

failed to comply with such requirements. Such Participants and Customers will be subject to investigation 

by the Market Regulation Staff for possible disciplinary action. The annual review must include, but is not 

limited to, reviews of randomly-selected samples of front end audit trail data for order routing systems; a 

review of the process by which user identifications are assigned and user identification records are 

maintained; a review of usage patterns associated with user identifications to monitor for violations of user 

identification Rules; and reviews of account numbers and Customer Type Indicator Codes in transaction 

records to test for accuracy and improper use.

(e) All such information will be maintained by IGDL in a manner that protects it from unauthorised 

alteration, as well as from accidental erasure or other loss.

(f) IGDL will publish trading information as required by:

(1) Core Principle 9, Commission Regulation § 37.901 and Part 16 of the Commission 

Regulations; and

(2) FCA rules and MAR 5.8 and 5.9 (see also Rule 320).
47

(g) Reporting to SDRs.

(1) IGDL will report all transactions in Contracts executed on the Facility or pursuant to the 

Rules to an SDR of IGDL’s choice as soon as technologically practicable after the 

execution of such transaction. IGDL will report such transactions as set forth below:

(i) Cleared Contracts, including all Swap legs of a Package Transaction, in all asset 

classes: IGDL reports to DTCC;

(ii) Non-Cleared Contracts, including all Swap legs of a Package Transaction, in all 

asset classes: IGDL reports to DTCC.

(2) As soon as technologically practicable after the execution of a Contract, IGDL will report to 

both counterparties, and to the DCO, if any, that will clear the Contract: (i) the identity of 

the SDR to which the Contract was reported; and (ii) the Contract’s unique Swap identifier.

(3) All real-time data required by Part 43 of the Commission Regulations and all creation data, 

including primary economic terms and confirmation data, required by Part 45 of the 

Commission Regulations will be reported to the relevant SDR as provided for under Part 43 

and Part 45 of the Commission Regulations.

(4) IGDL will disseminate swap transaction and pricing data relating to Contracts to 

Participants no earlier than the transmittal of such information to the relevant SDR for public 

dissemination.

(5) After becoming aware of or being notified of any errors or omissions in the transaction or 

pricing data set forth in a Confirmation by a Participant pursuant to Rule 313, the Facility 

shall then promptly submit corrected data to the relevant SDR.

(6) Neither the Facility nor any Participant may submit or agree to submit a cancelation or 

correction for the purposes of re-reporting Swap transaction and pricing data in order to 

gain or extend a delay in public dissemination of accurate Swap transaction or pricing data 

or to otherwise evade the reporting requirements of Part 43 of the Commission 

Regulations.

(h) Post Trade Allocations.

(1) In reliance on NAL 17-54, expiring November 15, 2020, IGDL will not capture post-trade 

allocations in its audit trail data or conduct associated audit trail reviews of post-trade 

allocations.

(2) Each Participant and Customer shall provide IGDL post-trade allocation information to the 

SEF upon the request of IGDL.

(3) During the course of any trade practice surveillance or market surveillance investigation 

into any trading activity involving post-trade allocations, upon the request of the 

Commission or otherwise, IGDL shall ascertain whether a post-trade allocation was made. 

Upon determining that such an allocation was made, IGDL shall request, obtain and review 

the post-trade allocation information as part of its investigation.
48

Rule 311 Bid/Offer Cancellation

(a) A Participant can submit instructions to either cancel or modify a Bid/Offer which that Participant 

has placed on the Facility if that Bid/Offer has not yet been accepted. Upon receipt of instructions to cancel 

a Bid/Offer that has not been executed, a Trading Platform will withdraw the Bid/Offer and confirm the 

cancellation of the Bid/Offer. If a Participant modifies a Bid/Offer that has not been executed, IGDL will 

treat the modified Bid/Offer as a new Bid/Offer.

(b) IGDL will attempt to cancel or modify an existing Bid/Offer after a Participant enters a cancellation 

or modification instruction. However, the Bid/Offer may be executed before IGDL is able to cancel or modify 

it. If a Bid/Offer has been filled in whole or in part, a Participant may modify or cancel only that portion of 

the Bid/Offer (if any) that has not been executed. Once cancelled by IGDL, a Bid/Offer will not be executed.

(c) Upon suspension or revocation of a Participant’s trading privileges by IGDL, any unaccepted 

Bid/Offer on the Facility for such Participant shall be cancelled by IGDL.

Rule 312 [Reserved]

Rule 313 Enforceability of Transactions

(a) Settlement

(1) Each Participant or, where a transaction is on behalf of a Customer, the relevant Customer, 

is obligated to settle all transactions executed, pursuant to the Rules in this Chapter 3.

(2) A transaction executed on the Facility or subject to the Rules shall not be void, voidable, 

subject to rescission, otherwise invalidated or rendered unenforceable as a result of:

(i) a violation by the Facility of Section 5h of the Act or Part 37 of the Commission 

Regulations;

(ii) any Commission proceeding to alter or supplement a rule, term or condition under 

Section 8a(7) of the Act or to declare an emergency under Section 8a(9) of the 

Act; or

(iii) any other proceeding the effect of which is to: (A) alter or supplement a specific 

term or condition or trading rule or procedures; or (B) require the Facility to adopt 

a specific term or condition, trading rule or procedure, or to take or refrain from 

taking a specific action.

(b) Issuance of Facility Confirmations for Cleared Contracts. Participants and Customers are obligated 

to submit for clearing all Contracts so required by the Act, Commission Regulations and any other 

applicable law. For Cleared Contracts, IGDL will provide the Trading Privilege Holder a Confirmation of all 

the terms of each transaction executed on the Facility at the time of execution; provided that where a 

Trading Privilege Holder is a Customer in an Intermediated Transaction, the confirmation will be provided 

to the Intermediary in accordance with Rule 314(c). The Confirmation provided by IGDL for Cleared 

Contracts will be the final legally binding confirmation of the terms of any transaction executed on the Facility 

and will supersede any conflicting confirmation or agreement provided to, or between, as applicable, 

Participants and Customers, regardless of when such other confirmation is provided.

(c) Issuance of Facility Confirmations for Uncleared Transactions

(1) The economic terms specific to the transaction agreed by each Participant and/or 

Customer on the Facility with respect to an uncleared transaction shall be reflected by the 

Facility in a written communication (the “Trade Communication”) issued to each 
49

applicable Participant and/or Customer at the time of execution of the uncleared 

transaction. The Trade Communication, together with the documents and agreements 

(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 each 

Participant and/or Customer are party (the “Terms Incorporated by Reference”) shall, 

taken together, for purposes of Commission Regulation 37.6(b), comprise all of the terms 

of such transaction and serve as the Confirmation of such transaction.

(2) In satisfaction of the obligations imposed on IGDL under Commission Regulation 37.6(b),

(i) each Trade Communication is deemed to incorporate the Terms Incorporated by 

Reference set forth in this Rule 313(c) upon issuance of the Trade Communication,

(ii) each Participant and Customer hereby agrees that the provisions of Rule 313(c)(3) shall 

govern any conflicting terms, and (iii) the resulting Confirmation takes place at the time of 

execution of, and contains all the terms of, the transaction.

(3) In the event of any conflict between (x) the Trade Communication and (y) the Terms 

Incorporated by Reference, the Trade Communication shall prevail to the extent of any 

inconsistency and each Trade Communication shall state the same.

(4) In accordance with NAL 17-17, expiring on the effective date of revised Commission 

regulations governing SEF confirmation procedures, upon the request of IGDL, each 

Participant and Customer shall provide copies of the Terms Incorporated by Reference to 

IGDL.

(5) In accordance with NAL 17-17, expiring on the effective date of revised Commission 

regulations governing SEF confirmation procedures, upon the request of the Commission, 

IGDL shall request the Terms Incorporated by Reference from the relevant Participant or 

Customer and shall provide such Terms Incorporated by Reference to the Commission as 

soon as possible after receipt from the Participant or Customer.

(6) Review of Confirmations. Each Participant shall review the contents of each Confirmation 

issued to it pursuant to this Rule 313 and shall promptly report any errors or omissions in 

the transaction or pricing data therein to the counterparty to the Contract. Each Participant 

that is the reporting counterparty for such Contract, as determined pursuant to Rule 317, 

shall report all such errors or omissions to the Facility as soon as technologically 

practicable after becoming aware of the errors or omissions.

Rule 314 Intermediated Transactions

(a) Subject to Rule 306, Participants who are Intermediaries shall immediately enter into a Trading 

Platform all executable Orders received by telephone from their Customers, and shall immediately submit 

all RFQs and Pre-Arranged Crosses to an Execution Specialist. If an Order, RFQ or Pre-Arranged Cross 

cannot be immediately entered into a Trading Platform or submitted to an Execution Specialist, as 

applicable, an electronic record which includes the account identifier that relates to the account owner, time 

of receipt, and terms of the Order, RFQ or Pre-Arranged Cross must immediately be created, and the Order, 

RFQ or Pre-Arranged Cross must be entered into a Trading Platform or submitted to an Execution Specialist 

as soon as practicable.

(b) Priority of execution. Non-discretionary executable Customer Orders received by a Participant who 

is an Intermediary shall be entered into Facility in the sequence received. Non-discretionary Orders that 

cannot be immediately entered must be entered when the Orders become executable, in the sequence in 

which the Orders were received.
50

(c) IGDL shall provide all Confirmations of Intermediated Transactions to the Intermediary upon 

execution of the transaction. Except to the extent that IGDL sends Confirmations of Contracts directly to 

the relevant Customer, any Participant that transacts as an Intermediary for any Customer shall be 

responsible for ensuring that such Customers receive all Confirmations of Contracts entered into on behalf 

of such Customers as soon as technologically practicable after receipt of the Confirmation from IGDL.

Rule 315 Bunched Orders

Bunched Orders must be allocated and recorded in accordance with Commission Regulation 1.35(b)(5) 

and the NFA’s Interpretive Notice related to Compliance Rule 2-10. Bunched Orders may be entered using 

a designation for a group of accounts or suspense account number; provided, however that:

(1) the Bid/Offer or Pre-Arranged Cross is being placed by a Participant who is, or is acting on 

behalf of, an account manager for multiple accounts eligible for post execution allocation; 

or

(2) a written, pre-determined allocation scheme that defines the group of accounts has been 

provided to the Clearing Firm accepting or clearing the Bid/Offer or Pre-Arranged Cross 

prior to the time that such Bid/Offer or Pre-Arranged Cross is entered.

Rule 316 IGDL Authority over Transactions

(a) IGDL Authority Regarding Cancellations, Price Adjustments and New or Offsetting Transactions

IGDL has authority to cancel any transaction or adjust the price of any transaction executed on the Facility, 

or to execute or require the execution of a new or offsetting transaction: (i) when IGDL determines in its 

sole discretion such action is necessary to mitigate market disrupting events caused by the improper or 

erroneous use of a Trading Platform or by system defects; (ii) at any time IGDL determines, in its sole 

discretion, that allowing a transaction to stand as executed may have a material adverse effect on the 

integrity of the market; or (iii) in accordance with Rule 204(h), Rule 316(c), Rule 316(d), Rule 316(h), or 

Rule 316(i). All decisions of IGDL regarding IGDL’s cancellation of transactions or the adjustment of 

transaction prices and the execution of new or offsetting transactions shall be final, subject to Rule 316(d).

(b) Determination to Review a Transaction’s Price

(1) IGDL may determine to review a transaction’s price based on its independent analysis of 

market activity or upon a Participant’s request. A Participant’s request for review must be 

made (i) for an uncleared Pre-Arranged Cross, within one (1) Business Day of the 

execution of such transaction and (ii) for any other transaction executed on the Facility, 

within 5 minutes of the execution of such transaction. In the absence of a timely request 

for review, IGDL may determine whether or not a transaction will be subject to review in its

sole discretion. Notwithstanding the foregoing, subject to Applicable Law, IGDL may, in its 

sole discretion, amend the terms of, or cancel, any transaction that the parties, together 

with the DCO, as applicable, mutually agree to amend or cancel, even if such amendment 

or cancellation is not submitted to IGDL within the applicable review period specified above.

(2) As a condition to IGDL’s reviewing a transaction’s price pursuant to a timely Participant 

request made in accordance with Rule 316(b)(1) above, the requesting Participant shall 

use good faith efforts to promptly consult with its counterparty and the applicable DCO (if 

any) such that the parties can mutually agree to amend or cancel the transaction. In the

absence of a good faith effort to consult, IGDL may determine whether or not a transaction 

will be subject to review in its sole discretion.
51

(3) If IGDL determines to review a transaction’s price, it will promptly issue an alert to all 

Participants via a Trading Platform or electronic mail indicating that the transaction is under 

review.

(c) Review of a Transaction’s Price

(1) In reviewing a transaction’s price, IGDL will first determine whether the price of the 

transaction is in the Non-Reviewable Range.

(2) In applying the Non-Reviewable Range, IGDL shall determine the fair value (mid-market)

price for the Swap at the time the transaction under review occurred. IGDL may consider 

any relevant information, including, but not limited to, the last transaction price of the Swap 

or a better Bid/Offer, a more recent price for a different maturity date, the price of the same 

or related Swap established in another venue or another market, the market conditions at 

the time of the transaction, the theoretical value of an Option based on the most recent 

implied volatility and responses to an RFQ.

(3) If IGDL determines that the price of a transaction is inside the Non-Reviewable Range, 

IGDL will issue an alert indicating that the transaction shall stand as executed.

(4) If IGDL determines that the price of a transaction is outside the Non-Reviewable Range, 

IGDL shall have the right, in its sole discretion, to cancel or adjust the price of such 

transaction.

(5) The method of adjustment or cancellation of any Cleared Contract that is adjusted or 

cancelled pursuant to Rule 316(c)(4) shall be the method provided for by the rules and 

procedures of the relevant DCO.

(d) Alternative Resolution by Agreement of Parties for Transactions Reviewed for Price

(1) With the approval of IGDL, parties to a transaction that is under review for price or that has 

had its price adjusted may instead, together with the DCO, as applicable, mutually agree 

to cancel or otherwise adjust the price of the transaction.

(2) With the approval of IGDL, parties to a transaction that is cancelled may instead, together 

with the DCO, as applicable, mutually agree to adjust the price of such transaction to a 

price within the Non-Reviewable Range.

(3) Subject to sections (d)(1) and (d)(2), parties to a transaction that is cancelled or that has 

had its price adjusted may mutually agree to a cash adjustment.

(4) Any cancellation or adjustment made pursuant to sections (d)(1), (d)(2) or (d)(3) must be 

reported to the Facility by the parties within one (1) Business Day and the parties must 

maintain a record of such adjustment.

(e) Liability for Losses Resulting from Cancellations or Price Adjustments

(1) A party that through error or mistake enters a Bid/Offer, RFQ or Pre-Arranged Cross that 

results in a cancellation or price adjustment shall be responsible for demonstrated claims 

of realised losses incurred by persons whose transaction prices were cancelled or 

adjusted; provided, however, that a claimant shall not be entitled to compensation for 

losses incurred as a result of the claimant’s failure to take reasonable actions to mitigate 

the loss.
52

(2) A claim for a loss pursuant to this Rule 316 must be submitted to the Facility within one

(1) Business Day of the event giving rise to the claim. IGDL will reject any claim that is not 

filed in a timely manner and such decision shall be final. Eligible claims shall be forwarded 

by IGDL to the party responsible for the Bid/Offer, RFQ or Pre-Arranged Cross that resulted 

in a cancellation or a price adjustment of a transaction and the Participant through which 

the transaction was submitted to the Facility. Such party, or Participant on behalf of such 

party, shall, within ten (10) Business Days of receipt of the claim, admit or deny 

responsibility in whole or in part. Failure to respond to the claim within ten (10) Business 

Days shall be deemed a denial of liability.

(3) To the extent that liability is admitted, payment shall be made within ten (10) Business 

Days. Unless otherwise agreed upon in writing by the parties, failure to make the payment 

within ten (10) Business Days shall be deemed a denial of liability for the purposes of this 

Rule 316. A copy of any such written agreement must be provided to IGDL.

(4) To the extent that liability is denied, the party making the claim may submit the claim for 

arbitration pursuant to Rule 702. Such claims must be submitted to IGDL within ten

(10) Business Days of the date the party was issued notification that liability was denied.

(f) The Non-Reviewable Range for all Swaps listed on the Facility is less than +/- 0.75 basis point.

(g) Records of Cancellations and Price Adjustments

(1) Cancelled transactions and any prices that have been adjusted shall be cancelled in IGDL’s 

official records.

(2) Transactions that have had their price adjusted shall be reflected in IGDL’s official records 

at the adjusted price.

(h) Review of Transactions for Errors

(1) If a Participant, Customer or Clearing Firm believes that any transaction in one or more 

Contracts was executed, cleared or rejected for clearing as a result of an Error, as defined 

in Rule 316(h)(3), such person may request review of the transaction.

(2) Upon receipt of a request for review of a transaction, or if IGDL determines on its own 

initiative to conduct such a review, IGDL will review its records to determine if an Error 

occurred.

(3) IGDL may cancel or adjust the transaction, or execute or require the execution of a new or 

offsetting Cleared Contract under the procedures of Rule 316(i), as appropriate, if the 

review described in this Rule 316 reveals that:

(i) a Trading Platform or an Execution Specialist made a material mistake or that a 

mistake occurred as a result of a malfunction in a Trading Platform or by human 

error;

(ii) a Bid/Offer or RFQ or Pre-Arranged Cross was incorrectly displayed and/or 

executed and/or reported;

(iii) a Trading Platform, an Execution Specialist, Participant or Customer made a 

clerical or operating error or omission that caused a transaction to be rejected from 

clearing and void ab initio; or
53

(iv) a Clearing Firm or DCO rejected a leg of a Package Transaction for clearing 

because of the sequencing of submission for clearing of the legs of the applicable 

Package Transaction (each of the foregoing, an “Error”).

(4) If the review described in this Rule 316 reveals that no Error occurred, IGDL will inform any 

person who requested the review that IGDL has determined that the transaction was 

properly handled, the evidence supporting that determination, and that a cancelation, 

adjustment or a new or offsetting transaction under Rule 316(i) will not be made.

(5) IGDL will document in writing all requests for review of transactions received by IGDL, or 

any review on its own initiative, the time and manner in which IGDL reviewed its electronic 

audit trail in response to the request or review on its own initiative, the outcome of that 

review, and the action or actions taken by IGDL in response to that review.

(6) If a transaction is reviewable for price under Rule 316(b), the procedures of this 

Rule 316(h) shall not apply.

(i) Procedures for Correcting Errors

(1) The procedures of this Rule 316(i) are in accordance with NAL 17-27, expiring on the 

effective date of revised Commission regulations governing swaps with clerical and 

operational errors executed on a swap execution facility, and are limited to:

(i) A Cleared Contract that was rejected for clearing and void ab initio because of a 

clerical or operational error or omission by IGDL, a Participant or a Customer 

(each, a “Rejected Transaction”),

(ii) A leg of a Package Transaction that was rejected for clearing because of the 

sequencing of submission for clearing of the legs of the applicable Package 

Transaction and only for such rejected leg (each, a “Rejected Leg”), and

(iii) A Cleared Contract that is carried on a DCO’s books as a result of a clerical or 

operational error or omission by IGDL, a Participant or a Customer that was not 

identified until after the Cleared Contract had been cleared (each, an 

“Erroneously Cleared Transaction”),

in each case where the Facility has affirmatively determined that the transaction or a term 

thereof resulted from an Error.

(2) For Rejected Transactions and Rejected Legs, if a Participant, Customer or Clearing Firm 

believes that a transaction qualifies as a Rejected Transaction or a Rejected Leg, such 

Participant, Customer or Clearing Firm shall request review of the transaction pursuant to 

Rule 316(h).

(i) Upon completion of the review of the transaction pursuant to Rule 316(h), if IGDL 

determines that an Error resulted in a Rejected Transaction or a Rejected Leg and:

A. If IGDL is able to determine how to correct the Error, IGDL shall execute 

a new Cleared Contract with the same terms as the Rejected Transaction 

or Rejected Leg, other than the Error, without obtaining consent of the 

Participant that submitted the Rejected Transaction or Rejected Leg or the 

Customer on whose behalf such transaction was submitted. The new 

Cleared Contract must be submitted by an Execution Specialist as a PreArranged Cross, and such Pre-Arranged Cross shall be subject to preexecution credit check and risk screening pursuant to Rule 204(b).
54

B. If IGDL is unable to determine how to correct the Error, IGDL shall consult 

with the Clearing Firms for the Rejected Transaction or Rejected Leg and 

the Participants and Customers involved in such transaction, as 

necessary, and the Clearing Firms for such transactions may, with the 

consent of each respective Customer or Participant, agree to a new 

Cleared Contract with the same terms as the rejected Cleared Contract, 

other than the Error. Such Customer or Participant consent may not be 

obtained in advance, and must be sought and obtained by each Clearing 

Firm on a case-by-case basis, after the Cleared Contract has been 

rejected. If there is such agreement and consent, the new Cleared 

Contract must be submitted by the Participant specified in Rule 305(b) as 

a Pre-Arranged Cross pursuant to the procedure in Rule 305(b), and such 

Pre-Arranged Cross shall be subject to pre-execution credit check and risk 

screening pursuant to Rule 204(b).

(ii) Upon execution of such Pre-Arranged Cross by IGDL to replace a Rejected 

Transaction or Rejected Leg, IGDL shall submit the transaction to the DCO for 

clearing as quickly as technologically practicable, but in any case no later than 

60 minutes from the issuance of the notice of rejection by the DCO to the Clearing 

Firms.

(iii) If the new Cleared Contract resulting from such Pre-Arranged Cross is rejected 

from clearing, it is void ab initio and no additional new Cleared Contract will be 

permitted to be submitted under the procedure in this Rule 316(i)(2).

(iv) IGDL shall report Swap transaction data to the relevant SDR pursuant to 

Rule 310(f) for a new Cleared Contract that clears with the same terms as the 

Rejected Transaction or Rejected Leg, as applicable, other than the Error, 

including: a Part 43 cancellation for the original transaction, a Part 45 termination 

indicating the original transaction is void ab initio, and swap transaction data 

pursuant to Parts 43 and 45 for the new Cleared Contract. Such data shall 

reference the original cancelled trade, indicate that it has been reported pursuant 

to the procedures described in this Rule 316(i)(2) and link the original cancelled 

trade to the new trade for reporting to the relevant SDR under Part 43 and Part 45 

of the Commission Regulations.

(v) The procedures in this Rule 316(i)(2) are not available for Rejected Legs of 

Package Transactions that are rejected for clearing by a Clearing Firm or DCO 

because the Package Transaction as a whole failed to satisfy the applicable RiskBased Limits.

(3) For Erroneously Cleared Transactions, if a Participant, Customer or Clearing Firm believes 

that a Cleared Contract is carried on the books of a DCO as a result of an Error, such 

Participant, Customer or Clearing Firm may request review of the transaction pursuant to 

Rule 316(h).

(i) Upon completion of the review of the transaction pursuant to Rule 316(h), if IGDL 

determines that an Error resulted in an Erroneously Cleared Transaction and:

A. If IGDL is able to determine how to correct the Error, IGDL shall execute 

a Cleared Contract that offsets the Erroneously Cleared Transaction 

carried on the books of the relevant DCO through the same Clearing Firms 

that cleared the Erroneously Cleared Transaction and IGDL shall execute 

a new Cleared Contract with the same terms as the Erroneously Cleared 

Transaction, other than the Error, in each case without obtaining consent 

of the Participant that submitted the Erroneously Cleared Transaction or 
55

the Customer on whose behalf such transaction was submitted; provided 

that, where an Erroneously Cleared Transaction did not satisfy the RiskBased Limits of a Participant’s Clearing Firm, IGDL shall obtain the 

consent of the relevant Clearing Firm prior to executing such offsetting 

Cleared Contract. The new Cleared Contract must be submitted by an 

Execution Specialist as a Pre-Arranged Cross, and such Pre-Arranged 

Cross shall be subject to pre-execution credit check and risk screening 

pursuant to Rule 204(b).

B. If IGDL is unable to determine how to correct the Error, IGDL shall consult 

with the Clearing Firms for Erroneously Cleared Transactions and the 

Participants and Customers involved in such transaction, as necessary, 

and the relevant Customer or Participant may agree to execute a Cleared 

Contract that offsets the Erroneously Cleared Transaction carried on the 

books of the relevant DCO through the same Clearing Firms that cleared 

the Erroneously Cleared Transaction and to execute to a new Cleared 

Contract with the same terms as the rejected Cleared Contract, other than 

the Error. The new Cleared Contracts must be submitted by the 

Participant specified in Rule 305(b) as Pre-Arranged Crosses pursuant to 

the procedure in Rule 305(b), and such Pre-Arranged Crosses shall be 

subject to pre-execution credit check and risk screening pursuant to 

Rule 204(b).

(ii) Upon execution of such Pre-Arranged Crosses by IGDL to offset an Erroneously 

Cleared Transaction and to enter into a new Cleared Contract, IGDL shall submit 

the transactions to the DCO for clearing as quickly as technologically practicable, 

but in any case no later than three days after the Erroneously Cleared Transaction 

was executed.

(4) For the avoidance of doubt, the procedures of this Rule 316(i) are not applicable to any 

transaction rejected by a DCO for credit reasons.

Rule 317 Reporting Counterparty

(a) For each Contract executed on or subject to the Rules, IGDL shall report all required data to an 

SDR in accordance with Rule 310, and shall include in such creation data the identification of the reporting 

counterparty. The reporting counterparty will be determined by IGDL, if possible, in accordance with 

Commission Regulation 45.8(a) – (f) and in the event the counterparties to the Contract are of the same 

hierarchy level, the ISDA Reporting Party Rules, the relevant portion of which is attached to this Facility 

Rulebook as Annex 2, and identify to the counterparties which is the reporting counterparty. If IGDL is 

unable to determine the reporting counterparty in accordance with Commission Regulation 45.8(a) - (f) and 

the ISDA Reporting Party Rules, IGDL will identify the buyer of the Contract as the reporting counterparty 

in the creation data. By executing the Contract on the Facility, the counterparties agree to the use of the 

ISDA Reporting Party Rules and where necessary, the identification of the buyer as reporting counterparty, 

and waive the opportunity to agree separately upon a reporting counterparty and to receive notice from 

IGDL, as provided in Commission Regulation 45.8(d) and 45.8(f).

(b) [NOT USED]

(c) For each Contract executed on or subject to the Rules, the reporting counterparty and/or the 

relevant DCO is responsible for reporting continuation data to the SDR to which the creation data for the 

Contract was first reported in accordance with Commission Regulations 45.4 and 45.10.
56

Rule 318 MiFID II Transaction Reporting

(a) Participants are responsible for satisfying their own requirements with respect to submission of 

Transaction Reports as required by Applicable Law.

(b) If a Participant is not required by Applicable Law to submit a Transaction Report, but IGDL as the 

operator of the Facility is required to submit such a report in respect of a transaction to which the Participant 

is a party, then the Participant must provide all information required to be reported by IGDL pursuant to 

MiFIR to complete and submit such report on a timely basis and ensure that such information is accurate, 

current and complete.

Rule 319 Bid/Offer to Trade Ratio

Participants must ensure that their ratio of Bids/Offers to executed trades remains at all times within 

parameters published from time to time on the IGDL website.

Rule 320 Trade Transparency

(a) Pre-trade Transparency

(1) Where required under Applicable Law, IGDL will make public, on a continuous basis during 

Trading Hours, details of Bids/Offers, including current bid and offer prices and the depth 

of trading interest at those prices which are advertised in relation to MiFID-regulated 

financial instruments (“Pre-Trade Data”). IGDL may seek to obtain and apply a 

Transparency Waiver from publication of all or part of such Pre-Trade Data. Where IGDL

has been granted a Transparency Waiver, IGDL will be exempted from the requirements 

to publish Pre-Trade Data to the extent provided for by the applicable Transparency 

Waiver. Details of applicable Transparency Waivers are available on request.

(b) Post-trade Transparency

(1) Where required under Applicable Law, IGDL will make public, as close to real-time as 

technically possible, the price, volume and time of transactions executed on the Facility

(“Post-Trade Data”).

(2) IGDL may seek to obtain and apply a Deferral from publication of all or part of such PostTrade Data. Where IGDL has been granted a Deferral, or a Deferral applies general to 

market operators and firms operating a trading venue, IGDL may effect deferred publication 

of Post-Trade Data to the extent provided for by the applicable Deferral. Details of 

applicable arrangements for deferred publication of Post-Trade Data are available on 

request.

(3) If a component of a MiFID II Package Transaction is executed or registered on an execution 

venue other than the Facility, the component may be subject to publication requirements 

for Pre-Trade Data and/or Post-Trade Data at the execution venue where the component 

is executed or registered. Those requirements may be different than those applicable to 

components executed on or registered by IGDL.

(c) Publishing Pre-Trade Data and Post-Trade Data

(1) Pre-Trade Data and Post-Trade Data will be made available to the public separately.

(2) IGDL or an Affiliate of it may make Pre-Trade Data and Post-Trade Data available to the 

public on a reasonable commercial basis. However, Pre-Trade Data and Post-Trade Data 

will be made available to the public free of charge 15 minutes after initial publication.
57

(d) Market Data and Information

(1) IGDL may make market data and other anonymised information regarding Bids/Offers

(including prices and amounts), transactions and any other matters it may deem 

appropriate available to Participants and other persons at such times and in such manner 

(whether through IGDL, a ticker, financial information services or otherwise) as it may 

determine from time to time.

(2) All market data or other information that IGDL or any service provider provides to the 

Participant in connection with its use of IGDL is proprietary to IGDL (or the service provider, 

as applicable).

(3) Participants are not permitted to retransmit, redistribute or otherwise disclose such data or 

information to any third party, including without limitation in aggregated format, or to 

incorporate it into a benchmark, without IGDL’s (or, as applicable, the relevant service 

provider’s) prior agreement, except as required by Applicable Law.

(e) Participant Status

(1) For the purposes of record keeping and reporting, IGDL may treat each Participant as 

dealing on own account and the Authorised Trader submitting a Bid/Offer as the investment 

decision maker with respect to that Bid/Offer, unless expressly notified otherwise by the 

Participant.
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CHAPTER 4

TRADING STANDARDS

Rule 401 Fraudulent Statements and Acts

(a) No Participant or Customer shall make or attempt to make any untrue or misleading statement of 

a material fact or to omit to state a material fact necessary in order to make the statements made not untrue 

or misleading, in connection with or related to any transaction on or other activity related to IGDL or the 

Facility.

(b) No Participant or Customer may engage in or attempt to engage in any fraudulent act, or engage 

in or attempt to engage in any manipulative device, scheme or artifice to cheat, defraud or deceive, in 

connection with or related to any transaction on or other activity related to IGDL or the Facility.

Rule 402 Abusive Trading Practices

(a) No Participant or Customer shall create fictitious or wash transactions on the Facility or execute 

any Bid/Offer for a fictitious or wash transaction with knowledge of its nature.

(b) No Participant or Customer shall engage in trading on the Facility or subject to the Rules for the 

purpose of passing money or transferring equity from one account to another.

(c) No Participant trading as an Intermediary on behalf of a Customer shall engage in trading ahead 

of a Customer Order, trading against a Customer Order without the Customer’s consent, front running a 

Customer Order, accommodation trading or improper cross trading.

Rule 403 Good Faith Bids/Offers and RFQs

(a) A Participant or Customer shall not knowingly enter, or cause to be entered, a Bid/Offer or RFQ 

into the Facility other than in good faith for the purpose of executing bona fide transactions.

(b) A Participant or Customer shall not knowingly enter, or cause to be entered, a Bid/Offer or RFQ 

unless such Participant or Customer has sufficient funds to provide the required collateral for the related 

Contract should the Contract be executed.

Rule 404 Pre-Execution Discussions and Pre-Arranged Transactions

No Participant or Customer shall prearrange or pre-negotiate or non-competitively execute any transaction 

on the Facility except as follows:

(a) Block Trades are not subject to this prohibition.

(b) Permitted Transactions executed pursuant to Rule 305 are not subject to this prohibition.

(c) Participants and Customers may engage in pre-execution discussions with regard to transactions 

executed on the Facility in accordance with Rule 306(a)(7); provided, however, that:

(1) A party may not engage in pre-execution communications with other market participants 

on behalf of another party unless the party for whose benefit the transaction is being made 

has previously consented to permit such communications.

(2) Parties to pre-execution communications shall not:

(i) disclose to a non-party the details of such communications; or
59

(ii) enter a Bid/Offer to take advantage of information conveyed during such 

communications except in accordance with this Rule.

(3) Notwithstanding paragraph (c)(2) of this Rule, a party may disclose or use such 

communications if such disclosure or use is authorised in writing by the counterparty, or is 

necessary:

(i) for the effective execution of any Swap for or with the counterparty;

(ii) to hedge or mitigate any exposure created by such Swap; or

(iii) to comply with a request of the Commission, the U.S. Department of Justice, any 

self-regulatory organisation, or an applicable prudential regulator, including but not 

limited to the FCA, or as otherwise required by law.

(d) Where a transaction is executed pursuant to Rule 316(i), communications concerning such 

transaction shall not be considered pre-execution communications prohibited by this Rule 404.

Rule 405 Manipulation and Price Distortion

(a) Any manipulation or attempted manipulation of the price of any Contract is prohibited.

(b) Bids/Offers entered into a Trading Platform or Pre-Arranged Crosses submitted to an Execution 

Specialist for the purpose of upsetting the equilibrium of the market in any Contract or creating a condition 

in which prices do not or will not reflect fair market values are prohibited and it shall also be prohibited for 

any Participant or Customer to make or assist in entering any such Bid/Offer or Pre-Arranged Cross with 

knowledge of the purpose thereof or, with such knowledge, to assist in carrying out any plan or scheme for 

the entering of any such Bid/Offer or Pre-Arranged Cross.

(c) Any other manipulative and disruptive behaviour not otherwise prohibited by the Rules is prohibited 

to the extent prohibited by the Act or Commission Regulations, including but not limited to Sections 6(c)(1) 

and (3), 9(a)(2), 4c(a)(5)(A) and (C) of the Act and Commission Regulations 180.1(a) and 180.2.

Rule 406 Disruptive Trading Practices

(a) No Participant or Customer shall enter or cause to be entered any Bid/Offer or other message with 

the intent to:

(1) mislead other Participants;

(2) overload, delay, or disrupt the Order Book or any other systems of the Facility or other 

Participants; and

(3) disrupt the orderly conduct of trading or the fair execution of transactions.

(b) No Participant or Customer shall engage in any trading, practice or conduct on the Facility or 

subject to the Rules that (1) violates Bids/Offers; (2) demonstrates intentional or reckless disregard for the 

orderly execution of transactions during the closing period; (3) is, is of the character of, or is commonly 

known to the trade as, “spoofing” (entering a Bid/Offer with the intent to cancel the Bid/Offer before 

execution); or (4) is any other manipulative or disruptive trading practice prohibited by the Act or 

Commission Regulations.
60

Rule 407 General Offences

It will be an offence for a Participant or Customer to:

(a) violate any Rule regulating the conduct or business of a Participant or Customer or any agreement 

made with IGDL;

(b) engage in any act detrimental to IGDL’s operations or self-regulatory function or IGDL’s ability to 

enforce its Rules or is detrimental to the interest or welfare of the Facility;

(c) fail to observe the proper standards of conduct expected of market participants;

(d) engage in any conduct which tends to impair the dignity or good name of the Facility;

(e) engage in conduct inconsistent with just and equitable principles of trade;

(f) engage in dishonourable or uncommercial conduct;

(g) aid or abet the commission of any Violation by another person;

(h) fail to supervise its employees or agents in the conduct of the Participant’s or Customer’s business 

related to the Facility; and

(i) engage in conduct in violation of Applicable Law or the rules of any DCO which clears a Cleared 

Contract in connection with or related to any transaction on or other activity related to the Facility.

Rule 408 Position Limits and Position Accountability

(a) To reduce the potential threat of market manipulation or congestion, the Facility shall adopt for 

each Contract, as is necessary and appropriate, Position Limits or position accountability levels for 

speculators.

(b) IGDL hereby adopts the Commission’s Position Limits for any Contract for which the Commission 

has adopted a Position Limit. In no event will IGDL set its Position Limits at a level higher than the 

Commission’s Position Limits.

(c) For Permitted Transactions, IGDL may set and enforce position accountability levels or send the 

Commission a list of the Permitted Transactions transacted on the Facility.

(d) All Participants and Customers must comply with all IGDL and Commission requirements regarding 

Position Limits or position accountability levels.

(e) Each Participant required to file any report, statement, form or other information with the 

Commission pursuant to Commission Regulations concerning a Position Limit on any Contract or 

commodity underlying a Contract must simultaneously file a copy of such report, statement, form or other 

information with IGDL. Such information shall include, for Participants who are Intermediaries, information 

concerning the Customers for which transactions are made on the Facility.

(f) Any Participant or Customer who exceeds an IGDL or Commission Position Limit by entering into 

a transaction on the Facility shall be deemed in Violation. In addition, any Participant or Customer entering 

bids or offers, if accepted, which would cause that Participant or Customer to exceed the applicable IGDL 

or Commission Position Limit, shall be in Violation.

(g) Without limiting any provision of these Rules, IGDL shall have the authority to obtain from any 

Participant or Customer, on request, information with respect to all positions of such Participant or Customer 
61

in Contracts which are equivalent, for purposes of IGDL or Commission Position Limits, to those transacted 

in by the Participant on the Facility.
62

CHAPTER 5

RULE ENFORCEMENT

Rule 501 Jurisdiction

(a) IGDL shall have the authority to initiate and conduct investigations, and prosecute Violations 

committed by Facility Subject Persons, and to impose sanctions for such Violations as provided in these 

Rules.

(b) Each Participant and Clearing Firm, upon becoming a Participant or Clearing Firm and thereafter 

upon any change of address shall file with IGDL a written notice designating an address for receiving service 

of documents. If a Participant or Clearing Firm fails to designate such an address, service by mail to its 

address on file with IGDL shall be good service, and delivery thereof shall be deemed to have occurred as 

of the date of such mailing.

Rule 502 Facility Market Regulation Staff Powers and Duties

(a) It shall be the duty of the Compliance Function to enforce these Rules, and shall have the authority 

to inspect the books and records of all Facility Subject Persons and the authority to require any Facility 

Subject Person to appear before it to answer questions regarding matters being investigated by the Market 

Regulation Staff. The Compliance Function may also delegate such authority to Market Regulation Staff 

who shall consist of personnel of IGDL, and such other Regulatory Services Providers as IGDL may hire 

on a contract basis. The Compliance Function shall ensure that surveillance systems are established to 

monitor trading to prevent manipulation and price distortion. Such monitoring may be done by the Market 

Regulation Staff or a third party provider, and shall include real time monitoring and the ability to conduct 

comprehensive and accurate transaction reconstructions.

(b) The Market Regulation Staff shall conduct investigations of possible Violations, prepare written 

reports respecting such investigations, furnish such reports to the Review Panel and conduct the 

prosecution of such Violations. An investigation must be commenced upon receipt of a request from any 

Regulatory Agency, its staff or receipt of information (such as data produced by automated surveillance 

systems) by IGDL that in the judgment of the Market Regulation Staff indicates a reasonable basis for 

finding that a Violation may have occurred or will occur. Absent mitigating factors, each investigation will 

be completed no later than 12 months after the investigation is opened. Mitigating factors include the 

complexity of the investigation, the number of firms or individuals involved as potential wrongdoers, the 

number of potential Violations to be investigated and the volume of documents and data to be examined 

and analysed by Market Regulation Staff.

(c) If, in any case, the Compliance Function or another member of the Market Regulation Staff, 

designated for this purpose by the Compliance Function, concludes that there is a reasonable basis for 

finding a Violation, he or she shall (i) present an investigation report concerning the matter to the Review 

Panel or (ii), in the case of Violations subject to Rule 514 or Rule 516, proceed in accordance those Rules. 

The investigation report must include the reason the investigation was initiated; a summary of the complaint, 

if any; the relevant facts; Market Regulation Staff’s analysis and conclusions; and a recommendation as to 

whether disciplinary action should be pursued. The report may also include the Facility Subject Person’s 

disciplinary history at the Facility, including copies of any warning letters. The Market Regulation Staff may 

issue a warning letter, including for minor transgressions. However, no more than one warning letter may 

be issued to the same person found to have committed the same Violation more than once in a rolling 12-

month period.

(d) If, in any case, the Compliance Function or another member of the Market Regulation Staff, 

designated for this purpose by the Compliance Function, concludes that no reasonable basis exists for 

finding a Violation, he or she must prepare a written investigation report including the reason the 

investigation was initiated; a summary of the complaint, if any; the relevant facts; and Market Regulation 

Staff’s analysis and conclusions. The Compliance Function or another member of the Market Regulation 
63

Staff may issue a warning letter in any case where it is concluded that no reasonable basis exists for finding 

a Violation, without limitation on the number of warning letters issued to a person.

(e) Before presenting an investigation report to the Review Panel, the Market Regulation Staff may, in 

its sole discretion, inform the prospective Respondent that it intends to submit the matter to the Review 

Panel, and at such time the proposed Respondent may submit an offer of settlement to the Hearing Panel, 

in accordance with the procedures of Rule 509, prior to presentation of the investigation report to the 

Review Panel.

(f) IGDL has contracted with NFA to act as Regulatory Services Provider to provide certain regulatory 

services to IGDL, including reviews of the Facility’s audit trail information for potential Violations. IGDL will 

retain ultimate decision-making authority with respect to any regulatory services to be provided by NFA.

(g) IGDL or its Regulatory Services Provider shall have the right with such prior reasonable advance 

notice as is practicable under the circumstances (unless in furtherance of regulatory purposes in which 

case without prior notice to Facility Subject Persons), in connection with determining whether all Rules are 

being, will be, or have been complied with by the Facility Subject Person, to: (i) inspect systems, equipment 

and software of any kind operated by the Facility Subject Person in connection with accessing, and the 

Facility Subject Person’s transacting on, the Facility, wherever located; (ii) access, either physically or 

electronically, the systems, equipment, software, and the premises on which the systems, equipment, and 

software are located, any data stored in any of the systems or equipment, during the regular business 

hours; and/or (iii) copy or reproduce any data to which IGDL has access under this Rule. Each Facility 

Subject Person shall provide the Regulatory Services Provider with the same access to its books and 

records and offices as it is required to provide to IGDL under the Rules and Applicable Law.

Rule 503 The Review Panel

(a) The Review Panel shall have the power to direct that an investigation of any suspected Violation 

be conducted by the Market Regulation Staff, and shall hear any matter referred to it by the Market 

Regulation Staff regarding a suspected Violation.

(b) The Review Panel shall be appointed by the Board, and shall be comprised of five persons, 

including at least two Participants and at least two non-Participants. In the case where the subject of the 

investigation is a Clearing Firm, at least one member of the Review Panel shall be a Clearing Firm. The 

Board shall appoint as chairman (the “Review Panel Chairman”) of the Review Panel a person who would 

not be disqualified from serving as a “Public Director” as defined in Commission Regulations. Three panel 

members shall constitute a quorum for any action, so long as they are in attendance at the time of the 

relevant action. The Review Panel may not include any members of the Market Regulation Staff, any 

person involved in adjudicating any other stage of the same Proceeding, or any person with a history of 

disciplinary offenses that would be disqualifying under Commission Regulation § 1.63(c). The Review 

Panel shall include at least one member that is not a member of IGDL whenever the Review Panel is: 

(i) acting with respect to a disciplinary action in which the Respondent is a member of the Board, the Review 

Panel or the Hearing Panel; or (ii) when the suspected Violation involves manipulation (or attempted 

manipulation) of the price of a Contract or conduct which directly results in financial harm to a non-member 

of IGDL. The Review Panel shall include sufficient different membership interests so as to ensure fairness 

and to prevent special treatment or preference for any person.

(c) All information, records, and documents provided to the Review Panel, and all related records and 

documents shall be treated as confidential and shall not be disclosed, except as necessary to further an 

IGDL investigation or as required by Applicable Law.

(d) Upon receipt of an investigation report, the Review Panel shall promptly review the report and, 

within thirty (30) days of receipt, take one of the following actions:
64

(1) If the Review Panel determines that additional investigation or evidence is needed, it shall 

promptly direct the Market Regulation Staff to conduct further investigation;

(2) If the Review Panel determines that no reasonable basis exists for finding a Violation or 

that prosecution is otherwise unwarranted, it may direct that no further action be taken. 

Such determination must be in writing and must include a written statement setting forth 

the facts and analysis supporting the decision; or

(3) If the Review Panel determines that a reasonable basis exists for finding a Violation and 

adjudication is warranted, it must direct that the Facility Subject Person alleged to have 

committed the Violation be served with a notice of charges as set forth in Rule 504.

(e) If the Review Panel determines that there may have been a Violation but that no adjudication is 

warranted, the Review Panel may issue a warning letter to the Facility Subject Person informing it that there 

may have been a Violation and that such continued activity may result in disciplinary sanctions. Where a 

Violation is determined to have occurred, no more than one warning letter for the same potential Violation 

may be issued to the same person during a rolling 12 month period.

Rule 504 Notice of Charges

(a) If the Review Panel determines that a reasonable basis exists for finding a Violation and 

adjudication is warranted, the Compliance Function shall serve a notice of charges (a “Notice”) on the 

Facility Subject Person alleged to have been responsible for the Violation (such Facility Subject Person, 

the “Respondent”). Such Notice shall state:

(1) the acts, practices or conduct with which the Respondent is charged;

(2) the Rules allegedly violated and how such acts, practices or conduct constitute a Violation 

of such Rules;

(3) that the Respondent is entitled, upon written request filed with IGDL, within twenty

(20) days of service of the Notice, to a formal hearing on the charges;

(4) that the failure of the Respondent to request a hearing within twenty (20) days of service 

of the Notice, except for good cause shown, shall be deemed a waiver of its right to a 

hearing;

(5) that the failure of the Respondent to file an Answer (as defined in Rule 505) with the Market 

Regulation Staff within twenty (20) days of service of the Notice shall be deemed an 

admission of all of the acts, practices or conduct alleged in the Notice; and

(6) that the failure of the Respondent to expressly deny a particular charge contained in the 

Notice shall be deemed an admission of such acts, practices or conduct.

(b) A Respondent shall have the right to be represented by legal counsel or any other representative 

of its choosing in all succeeding stages of the disciplinary process, except by any member of the Board, 

Review Panel or Hearing Panel, any employee of IGDL or any person substantially related to the underlying 

investigation, such as a material witness or Respondent.

Rule 505 Answer; Request for Hearing; Failure to Answer or Deny Charges

(a) The Respondent shall serve on the Compliance Function a written answer (an “Answer”) to the 

Notice and a written request for a hearing on the charges within thirty (30) days of the date of service of the 

Notice. The Answer must include a statement that the Respondent admits, denies, or does not have and 
65

is unable to obtain sufficient information to deny each allegation. A statement of lack of sufficient 

information shall have the effect of a denial of the allegation.

(b) The Respondent’s failure to file an Answer within such thirty (30) day period shall be deemed an 

admission of all allegations contained in the Notice.

(c) The Respondent’s failure to expressly deny a particular charge contained in the Notice shall be 

deemed an admission of such acts, practices or conduct.

(d) The Respondent’s failure to request a hearing within such thirty (30) day period, absent good cause 

shown, shall be deemed a waiver of Respondent’s right to a hearing.

Rule 506 Selection of Hearing Panel

(a) Formal hearings on any Notice shall be conducted by the Hearing Panel selected by the Board. 

The Hearing Panel shall include at least two Participants and at least two non-Participants. In the case 

where any Respondent is a Clearing Firm, at least one member of the Hearing Panel shall be a Clearing 

Firm. The Board shall also select, as chairman of the Hearing Panel (“Hearing Panel Chairman”), a person 

who would not be disqualified from serving as a “Public Director” as defined in Commission Regulations. 

The Hearing Panel Chairman, in his or her sole discretion, shall set a date for the hearing (the “Hearing 

Date”). The Hearing Panel may not include any members of the Market Regulation Staff, any person 

involved in adjudicating any other stage of the same Proceeding, or any person with a history of disciplinary 

offenses that would be disqualifying under Commission Regulation § 1.63(c). The Hearing Panel shall 

include at least one member that is not a member of IGDL whenever the Hearing Panel is: (i) acting with 

respect to a disciplinary action in which the Respondent is a member of the Board, the Review Panel or the 

Hearing Panel; or (ii) when the suspected violation involves manipulation (or attempted manipulation) of 

the price of a Contract or conduct which directly results in financial harm to a non-member of IGDL. The 

Hearing Panel shall include sufficient different membership interests so as to ensure fairness and to prevent 

special treatment or preference for any person.

(b) The Hearing Panel Chairman shall notify the Market Regulation Staff and the Respondent of the 

Hearing Date and the names of the members of the Hearing Panel at least fifteen (15) days prior to the 

Hearing Date.

(c) No member of the Hearing Panel shall hear a case in which that member has a direct financial, 

personal or other interest in the matter under consideration.

Rule 507 Challenge to Members of the Hearing Panel

Within ten (10) days after service on the Respondent of notice of the Hearing Date and names of the 

members of the Hearing Panel, the Respondent may challenge, in writing, the inclusion of any member of 

the Hearing Panel for cause, including without limitation, if the member has a direct financial, personal or 

other interest in the matter under consideration. The merits of such challenge shall be finally decided by 

the Regulatory Oversight Committee. If said written challenge is not received within such ten (10) day

period, absent good cause shown, any such right to challenge is deemed waived.

Rule 508 Hearing on Sanctions in the Event of Failure to Deny Charges; Failure to Request 

Hearing Deemed Acceptance of Sanctions

In the event the Respondent fails to file an Answer or admits or fails to deny the charge of a Violation 

contained in the Notice, the Hearing Panel shall find the Respondent guilty of each such Violation and may 

impose a sanction for each such Violation subject to the limitations set forth in Rule 511(b)(7). The Hearing 

Panel shall promptly notify the Respondent of any such sanction and of the Respondent’s right to a hearing 

on the sanction within the period of time which shall be stated in the notice, after the imposition of such 
66

sanction. Failure to request a hearing on the sanction in a timely manner, absent good cause shown, shall 

be deemed to be acceptance of the sanction.

Rule 509 Settlement Prior to Commencement of Hearing

(a) Prior to the commencement of the hearing, the Hearing Panel may accept a written offer of 

settlement from the Respondent, whereby the Respondent, without either admitting or denying any 

Violations, may agree to:

(1) a cease and desist order;

(2) a fine for each Violation plus the monetary value of any benefit received as a result of the 

Violation (provided that in no case shall any fine exceed $100,000 per Violation);

(3) restitution of any counterparty harm; and/or

(4) revocation or suspension of Trading Privileges or Customer or Clearing Firm status of the 

Respondent.

(b) If the Hearing Panel accepts an offer of settlement, it must issue a written decision specifying each 

Violation it has reason to believe was committed, including the basis for the Hearing Panel’s conclusions. 

The sanctions must include full counterparty restitution where counterparty harm is demonstrated, except 

where the amount of restitution or to whom it should be provided cannot be reasonably determined. If an 

offer of settlement is accepted without the support of the Market Regulation Staff, the decision must 

adequately support the Hearing Panel’s acceptance of the settlement. Where applicable, the decision must 

include a statement that the Respondent has accepted the sanctions imposed without either admitting or 

denying any Violations. Any sanctions imposed pursuant to an offer of settlement must take into account 

the Respondent’s disciplinary history.

(c) The Respondent may withdraw an offer of settlement at any time before final acceptance by the 

Hearing Panel. If an offer is withdrawn after submission, or is rejected by the Hearing Panel, the 

Respondent may not be deemed to have made any admissions by reason of the offer of settlement and 

may not be otherwise prejudiced by having submitted the offer of settlement.

Rule 510 Hearing Procedures

(a) In every instance where a Respondent has requested a hearing on a charge that is denied, or on 

a sanction set by the Hearing Panel pursuant to Rule 508, the Respondent will have the opportunity for a 

hearing in accordance with the procedures of this Rule.

(b) The Hearing Panel shall determine the procedures to be followed in any hearing before it, except 

that the following shall apply in every case:

(1) The hearing must be fair and must be promptly convened after reasonable notice to the 

Respondent.

(2) The prosecution shall be conducted by the Market Regulation Staff.

(3) The Respondent shall be allowed to appear personally at the hearing, and to be 

represented by legal counsel or any other representative of its choosing and, either 

personally or through such representative, to present witnesses and documentary 

evidence and to cross-examine witnesses.

(4) The Market Regulation Staff and the Respondent shall deliver to each other a statement 

listing the witnesses expected to be called and the documents expected to be introduced 
67

into evidence, together with copies of such documents, by ten (10) days’ prior notice to the 

hearing or as the Hearing Panel may reasonably specify. Unless the Hearing Panel, in its 

discretion, waives compliance with this requirement, no witness may testify and no 

documentary evidence may be introduced into evidence unless listed in and, in the case 

of documents, furnished with such statement. On written request, the Market Regulation 

Staff shall provide the Respondent with access to all books, documents or other tangible 

evidence in the possession or under the control of IGDL which are to be relied upon by the 

Market Regulation Staff or which are relevant to the charges; provided, however, that 

protected attorney work product, attorney-client communications and investigative work 

product, including the investigation report, are neither discoverable by a Respondent nor 

subject to review by a Respondent as part of the investigation file.

(5) IGDL shall require that persons within its jurisdiction who are called as witnesses 

participate in the hearing and produce evidence, and will make reasonable efforts to secure 

the presence of all other persons called as witnesses whose testimony would be relevant. 

Failure by a Facility Subject Person to so participate and produce evidence when 

requested by IGDL shall be a Violation.

(6) No formal rules of evidence shall apply, and the Hearing Panel shall be free to accept or 

reject any and all evidence it considers proper, but the hearing may not be so informal as 

to deny a fair hearing.

(7) Neither the Market Regulation Staff, the Respondent, any witnesses testifying before the 

Hearing Panel nor any other person within the Facility’s jurisdiction shall engage in conduct 

that may impede the progress of a hearing or the fair and just resolution of the subject 

matter thereof, and any such conduct may itself constitute a Violation.

(8) Ex parte contacts by any of the parties with members of the Hearing Panel shall not be 

permitted.

(9) A substantially verbatim record capable of being accurately transcribed shall be made of 

the Proceeding, provided, however, that such record need not be transcribed, unless the 

transcript is requested by the Respondent or an applicable regulator, or unless the decision 

is appealed to the Commission or reviewed by the Commission on its own motion. In all 

other instances, a summary record of the hearing is permitted.

(10) The cost of transcribing the record of the hearing must be borne by a Respondent who 

requests the transcript, or whose application for Commission review of the disciplinary 

action has been granted. In all other instances, the cost of transcribing the record will be 

borne by IGDL.

(11) The Notice, the Answer, any stenographic transcript of the hearing, the documentary 

evidence and any other material presented to the Hearing Panel by either party with notice 

to the other shall constitute the record of the hearing (the “Hearing Record”).

(12) The burden of proof shall be on the prosecution to prove a Violation by a preponderance 

of the evidence. A finding of a Violation shall be made by majority vote based on the 

Hearing Panel’s decision as to the weight of the evidence contained in the Hearing Record.

(13) All sanctions imposed by the Hearing Panel must be commensurate with the Violations 

committed and must be clearly sufficient to deter additional similar Violations by the 

Respondent and similar Violations by other Facility Subject Persons. All sanctions must 

take into account the Respondent’s disciplinary history. In the event of demonstrated 

counterparty harm, any sanctions must include full counterparty restitution, except where 
68

the amount of restitution or to whom it should be provided cannot be reasonably 

determined.

Rule 511 Written Decision of Hearing Panel

(a) Promptly following a hearing conducted in accordance with Chapter 5 of the Rules, the Hearing 

Panel shall render a written decision based upon the weight of evidence in the Hearing Record and must 

provide a copy to the Respondent within thirty (30) days of such decision.

(b) The written decision shall include:

(1) the name of the Respondent;

(2) the Notice or a summary of the charges alleged in the Notice;

(3) the Answer, if any, or a summary of the Answer;

(4) a summary of the evidence produced at the hearing or, where appropriate, incorporation 

by reference of the investigation report;

(5) a statement of the findings and conclusions of the Hearing Panel with respect to each 

charge, and a complete explanation of the evidentiary and other basis for such findings 

and conclusions with respect to each charge, or in the event of a settlement, a statement 

specifying the alleged Violations;

(6) an indication of the Contract involved, if any, and each specific Rule that the Respondent 

was found to have violated and whether the Violation resulted in any financial harm to any 

Participants or Customers;

(7) an order stating any sanctions imposed, including the basis for the sanctions, any terms of 

the sanctions, the date the determination to impose sanctions was made and the effective 

date of such sanctions; the sanctions that may be imposed on the Respondent shall be 

one or more of the following:

(i) a cease and desist order;

(ii) a fine for each Violation plus the monetary value of any benefit received as a result 

of the Violation (provided that in no case shall any fine exceed $100,000 per 

Violation);

(iii) restitution of counterparty harm, except where the amount of restitution or to whom 

it should be provided cannot be reasonably determined; and/or

(iv) the issuance of a suspension or revocation of Trading Privileges or Customer or 

Clearing Firm status of the Respondent; and

(8) a statement informing the respondent that the imposition of sanctions may be appealed to 

the Commission pursuant to Part 9 of the Commission Regulations.

(c) The Hearing Panel shall take into consideration the Respondent’s disciplinary history prior to 

imposing any disciplinary sanctions.

(d) IGDL shall also provide the written decision to the NFA through BASIC.
69

(e) If IGDL suspends or revokes the Trading Privileges or Customer or Clearing Firm status of the 

Respondent, or otherwise disciplines the Respondent, it must publicly publish and maintain on its website 

the information contained in the written notice pursuant to Rule 511(b).

Rule 512 Liability for Expenses

Any Respondent that, after notice and opportunity for hearing, has been found to have committed a 

Violation may, in the discretion of the Hearing Panel appointed in the matter, be required to pay to IGDL an 

amount equal to any and all reasonable and documented out-of-pocket expenses incurred by IGDL in 

connection with the prosecution of such Violations, in addition to any fine or other monetary sanction which 

may be imposed upon such Respondent by virtue of the Violations found by the Hearing Panel.

Rule 513 Effective Date of Sanctions

(a) If a Respondent submits an offer of a settlement to the Hearing Panel, any sanction included as a 

part of such settlement shall become final and effective on the date that the Hearing Panel approves such 

settlement, or on such other date as is specified in the decision.

(b) Subject to Rule 513(c) and (d), any decision (including any sanctions) by a Hearing Panel pursuant 

to this Chapter 5 or the Participation Committee (or Board acting in such capacity) pursuant to Rule 205

shall be the final decision of IGDL and shall become effective fifteen (15) days, or such longer time as the 

Hearing Panel or Participation Committee (or Board acting in such capacity) may specify, after a copy of 

the written decision of the Hearing Panel or Participation Committee (or Board acting in such capacity) has 

been served on the Respondent, applicant, Participant or Customer as applicable.

(c) In any case where a Respondent, applicant, Participant or Customer has consented to the action 

taken and to the timing of its effectiveness, the Hearing Panel or Participation Committee (or Board acting 

in such capacity) may cause the decision involving any disciplinary action (including any sanctions) to 

become effective prior to the fifteen (15) day period.

(d) Any decision (including any sanctions) by a Hearing Panel or the Participation Committee (or Board 

acting in such capacity) may become effective prior to the time set forth in Rule 513(b) if:

(1) IGDL reasonably believes, and so states in its written decision, that immediate action is 

necessary pursuant to Rule 514;

(2) IGDL determines and so states in its written decision, that the actions of a SEF Subject 

Person have impeded the progress of a disciplinary hearing; or

(3) IGDL determines a SEF Subject Person has violated Rules relating to timely submission 

of accurate records required for clearing or verifying each day’s transactions or other 

similar activities.

(e) If a decision is to become effective earlier than the time set forth in Rule 513(b) pursuant to 

Rule 513(c) or Rule 513(d), IGDL shall notify the Respondent, applicant, Participant or Customer in writing 

stating the reasons for the determination and shall notify the Commission in accordance with the 

requirements of Part 9 of the Commission Regulations.

(f) Any fine or other monetary sanction imposed by a Hearing Panel shall be due and payable on the 

effective date of the decision imposing such fine or sanction, or on such later date as the Hearing Panel 

may specify.

Rule 514 Summary Suspension
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(a) A Facility Subject Person (as identified by Market Regulation Staff in an investigation or by a 

Trading Privilege Holder acting as an Intermediary for such Facility Subject Person) may be summarily and 

immediately suspended from trading on the Facility, upon a written determination based on a reasonable 

belief, by the Chairman of the Regulatory Oversight Committee that such immediate action is necessary to 

protect the best interest of the market place.

(b) The Facility Subject Person against whom such summary action is taken shall be served with a 

notice of the action either before the action is taken or at the earliest possible opportunity thereafter. The 

notice shall state the action taken, the reasons for the action, the effective date and time, and the duration 

of the action.

(c) The Facility Subject Person may as soon as practicable, upon written request, have a hearing 

before the Hearing Panel pursuant to the procedures of Rule 510.

(d) Promptly following the hearing, the Hearing Panel shall render a written decision based upon the 

weight of the evidence in the record and shall provide a copy to the Facility Subject Person. The decision 

shall include a description of the summary action taken, the reasons for the summary action, a summary of 

the evidence produced at the hearing, a statement of findings and conclusions, a determination that the 

summary action should be affirmed, modified or reversed, a declaration of any action to be taken pursuant 

to the determination, and the effective date and duration of the action.

Rule 515 Extension of Time Limits

Any time limit provided for in Rule 504, Rule 505, Rule 506, Rule 507, Rule 508, or Rule 510 may be 

extended by mutual consent of the Respondent and the Market Regulation Staff, or by the Hearing Panel 

Chairman.

Rule 516 Summary Fines

(a) Notwithstanding any other provision of this Chapter 5, the Compliance Function or its designee 

shall have the authority to impose summary fines on Participants and Customers without the need for any 

formal disciplinary procedures with respect to Violations of any Rule listed in Rule 516(e). A Participant 

that is an Intermediary may be held responsible for a Violation by its Customer. Investigations of possible 

Violations of such a Rule shall be conducted in accordance with Rule 502, but otherwise actions taken 

pursuant to this Rule 516 shall be made in accordance with the procedures set forth herein rather than the 

procedures set forth in the remainder of this Chapter 5. The authority to impose a summary fine under this 

Rule 516 does not prevent the Compliance Function from submitting a Violation of any rule listed in 

Rule 516(e) to the Review Panel in accordance with the formal disciplinary procedures of this Chapter 5.

(b) The Compliance Function or its designee shall give written notice to each Participant and Customer 

subject to any summary fine imposed pursuant to this Rule 516. The written notice (“Fine Notice”) shall 

set forth: (i) the provision of the Rules allegedly Violated; (ii) the act or omission constituting each such 

Violation; (iii) the fine imposed for each Violation; and (iv) the date by which such fine becomes final and 

must be paid or contested as provided below, which date shall be not less than 30 days after the date the 

Fine Notice was provided to the Participant or Customer.

(c) Any Participant or Customer against whom a summary fine is imposed pursuant to this Rule 516

may contest the imposition of such fine by serving on the Compliance Function a written answer to the Fine 

Notice. Such answer (“Notice of Contest”) must: (i) state that the Participant or Customer contests the 

imposition of the fine; (ii) acknowledges that the alleged Violation will be referred to the Review Panel; and

(iii) be submitted to the Compliance Function on or before the date specified in the Fine Notice. Upon 

submission of a Notice of Contest the matter shall become subject to review by the Review Panel in 

accordance with the formal disciplinary procedures set forth in the remainder of this Chapter 5 and shall no 

longer be subject to this Rule 516.
71

(d) For purposes of imposing fines pursuant to this Rule 516, the Compliance Function shall review all 

the facts and circumstances prior to determining whether a Violation occurred and may aggregate individual 

Violations and treat such Violations as a single offense.

(e) The Compliance Function shall set the amount of any fine imposed pursuant to this Rule 516, with 

the maximum aggregate fine for Violations of the same Rule, or subsection thereof, imposed by the 

Compliance Function not to exceed $7,000 on an annual basis. If, in any case, the Compliance Function 

or another member of the Market Regulation Staff, designated for this purpose by the Compliance Function, 

concludes that there is a reasonable basis for finding an additional Violation, he or she shall present an 

investigation report concerning the matter to the Review Panel in accordance with Rule 502, which shall 

proceed in accordance with Rule 503. The following schedule lists the recommended actions that the 

Compliance Function may impose:

Rule 

Violation

Action Taken Per each Violation in a Rolling 12-month period

First 

Violation

Second 

Violation

Third 

Violation

Fourth Violation

Rule 204(i) Warning 

Letter

$2,000 $5,000 Referral to Review Panel for formal 

disciplinary procedures.
72

CHAPTER 6

CONTRACTS TO BE TRADED

Rule 601 Listing Procedures

Any Trading Privilege Holder may propose to IGDL the listing of a Swap on the Facility by submitting a 

listing application to IGDL. Swaps proposed to be listed as Contracts for trading on the Facility and any 

changes to the specifications of a Contract must first be reviewed and approved by the Chief Compliance 

Officer (or his/her designee). The Chief Compliance Officer shall have authority subject to complying with 

Rule 602 and to objectively justifiable commercial criteria, to submit the contract to the Commission, either 

with a request for prior approval, or with a self-certification in accordance with Part 40 of the Commission 

Regulations.

Rule 602 Swaps Not Readily Susceptible to Manipulation

The Facility shall permit trading in Swaps that are not readily susceptible to manipulation.
73

CHAPTER 7

GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

Rule 701 Choice of Law

The laws of England and Wales, without regard to its conflict of laws principles, will govern this Rulebook 

and all disputes arising out of or related to IGDL, the Facility or any transaction on the Facility.

Rule 702 Disputes Among Trading Privilege Holders, Authorised Traders, Authorised Trading 

Firms and Customers

All disputes between and among Facility Subject Persons that arise out of or relate to IGDL or the Facility 

or any transaction that was made or attempted to be made on the Facility shall be resolved exclusively in 

the courts of England and Wales, save for in the following circumstance:

(1) if all parties to the dispute are members or associates of the NFA, the dispute will be 

resolved in NFA Member Arbitration; or

(2) if all parties separately agree to another forum, the dispute will be resolved in the other 

forum.

Rule 703 Disputes with IGDL

(a) Subject to Rule 102, all disputes between and among IGDL on the one hand, and Facility Subject 

Persons on the other hand, that arise out of or relate to the Facility, or any transaction that was made or 

attempted to be made on the Facility, shall be resolved exclusively in the courts of England and Wales. 

Suit on any such dispute must be brought within one year from the time the cause of action has accrued.

(b) Any current or former Facility Subject Person who does not substantially prevail in a lawsuit or any 

other type of legal proceeding instituted in a court of law or otherwise against IGDL or any of its officers, 

directors, committee members, volunteers, employees or agents, shall pay to IGDL any and all reasonable 

expenses and disbursements, including reasonable attorneys’ fees, incurred by IGDL to defend such 

lawsuit or proceeding.
74

CHAPTER 8

CONTRACT SPECIFICATIONS

Rule 801 Interest Rate Swaps Products Descriptions

Trading Hours

Unless otherwise indicated in a Swap’s specifications, the trading hours for all Swaps governed by this 

Rule 801 are as follows:

o Order Book:

 1:30 a.m. – 5:30 p.m. Eastern Time, Monday to Friday (i-Swap)

 5:30 p.m. – 1:30 a.m. Eastern Time, Monday to Friday (GTN)

 3:00 p.m. Sunday – 1:30 a.m. Monday, Eastern Time (GTN)

o Voice RFQ: 24 Hours, Monday to Friday.

o All Pre-Arranged Crosses: 24 Hours, Monday to Friday.

Products — Rule 801:

(1) Fixed for Floating IRS

(2) Basis Swaps

(3) Forward Rate Agreements (FRA)

(4) Overnight Index Swaps (OIS)

(5) Interest Rate Options

(a) Swap Options

(b) Inflation Swaps

(c) Inflation Rate Options

(d) Exotic Options and Swaps
75

Product Specifications

Rule 801(1) — Fixed for Floating IRS

A Fixed for Floating IRS is an Interest Rate Swap for which settlement is in the form of periodic fixed interest 

payments and a stream of periodic floating interest payments based on an interest rate over a term to 

maturity. The interest rate payments are exchanged for a specified period based on a notional amount.

Currencies

USD

EUR

GBP

Specifications

Trading Conventions:

o Buyer (Payer) pays fixed interest rate and receives floating interest rate.

o Seller (Receiver) receives fixed interest rate and pays floating interest rate.

Upfront Payment Dates:

o USD – T+1 through maturity

o EUR – T+1 through maturity

o GBP – T+1 through maturity

Settlement Convention:

o USD – T+2

o EUR – T+2

o GBP – T+2

Swap Leg Conventions:

o The terms of Fixed for Floating IRS are based on a number of combinations of the criteria below.

 Fixed Leg

• Payment Frequency

o Monthly, Quarterly, Semi-Annually, or Annually.

• Day Count Convention

o 30/360, Actual/360, Actual/365.FIXED, Actual/Actual.ISDA, 

30E/360, 30E/360.ISDA, Actual/Actual.ICMA.

• Holiday Calendar

o Applied in accordance for the country currency denoted for the 

instrument.

• Business Day Convention

o Modified Following with adjustment to period end dates. Business 

days in this convention must be valid business days for the 

countries denoted by the currency (EUTA, GBLO, USNY). If not, 

it will be the next day that is a business day on both calendars.

• Fixed Rate

o The traded interest rate yield or basis points on Trade Date.

 Floating Leg

• Reset Frequency

o Monthly, Quarterly, or Semi-Annual.

• Day Count Convention

o 30/360, Actual/360, Actual/365.FIXED, Actual/Actual.ISDA, 

30E/360, 30E/360.ISDA, Actual/Actual.ICMA.

• Holiday Calendar

o Applied in accordance for the country currency denoted for the 

instrument.
76

• Business Day Convention

o Modified Following with adjustment to period end dates. Business 

days in this convention must be valid business days for the 

countries denoted by the currency (EUTA, GBLO, USNY). If not, 

it will be the next day that is a business day on both calendars.

• Fixed Rate

o The traded interest rate yield or basis points on Trade Date.

• Interest Rate Benchmark

o EUR-EURIBOR-Reuters, EUR-EURIBOR-Telerate(incoming), 

GBP-LIBOR-BBA, USD-LIBOR-BBA, USD-SOFR-COMPOUND.

o Leg Computation Convention: none, flat, straight or spread exclusive.

Trade Date:

o The date on which the parties enter into the Swap transaction.

Effective Date:

o The first date from which Fixed and Floating interest amounts accrue. It is also referred to as the 

Start Date or the Value Date. The Effective Date of the Swap must be a business day subject to 

the appropriate Business Day Convention.

Trade Start Type:

o Spot Starting

 A Swap whose Effective Date is 2 business days from the Trade Date (T+2).

o Forward Starting

 A Swap whose Effective Date is anything after the Effective Date for a Spot Starting 

Swap.

o Same Day Starting

 A Swap whose Effective Date is the same as the Trade Date (T+0).

Maturity Date:

o The final date until which Fixed and Floating amounts accrue. The Maturity Date may also be 

referred to as the Termination Date or End Date.

Tenor:

o The duration of time from the Effective Date to the Maturity Date. Tenors of any duration greater 

than 0 years to 50 years.

o Listed Tenors, also known as On-the-Run, are whole calendar year Spot Starting Contracts with a 

Tenor of 1 through 51 years.

o Other Tenors, also known as Off-the-Run, means any partial year Tenor (Months, Weeks, Days).

Roll Day Convention:

o The date used for determining all floating Reset Dates (other than for USD-SOFR-COMPOUND 

which is an overnight compounded rate). Roll Days define the beginning and end of Fixed and 

Floating interest accrual periods.

o For On-the-Run Contracts, the Roll Day is the same date of the month as the Effective Date. For 

Off-the-Run Contracts, it can be any date of the month, subject to the provisions of the Business 

Day Convention. Roll Day marks the start of a new interest accrual period, and is the date on which 

a Reset Rate takes effect (other than for USD-SOFR-COMPOUND which is an overnight 

compounded rate).

Floating Reset Dates:

o Dates utilized to determine the Floating Rate amounts for each interest accrual period during the 

Tenor of the contract (other than for USD-SOFR-COMPOUND which is an overnight compounded 

rate). Except in the case of a Stub Period, the Reset Date is aligned with the floating rate frequency 

as determined.
77

First Period Fixing Date:

o For Spot Starting Swaps, the Interest Rate for the first interest period is fixed on the Trade Date, 

for both Floating and Fixed Rates (other than with respect to USD-SOFR-COMPOUND for which 

the Floating Rate is not ascertainable at such time).

o For Forward Starting Swaps, the Fixed Rate for the first interest period is fixed on the Trade Date, 

and the Floating Rate for the first interest period is fixed 2 business days prior to the first floating 

payment date, taking into account agreed non-working days (other than with respect to USDSOFR-COMPOUND for which the Floating Rate is not ascertainable at such time).

Stub Period Rate:

o For Swaps with partial year Tenors, an interest period that is shorter than the standard underlying 

Floating index interest periods may occur between the Effective Date and the first or last Roll Date 

(knows as a Stub Period). In these cases, the Interest Rate for such Stub Period is determined 

using linear interpolation based on the two index rates that surround the Stub Period this can be 

applied either at the start or end of that period: Front or Back. This is not applicable to USD-SOFRCOMPOUND, which is an overnight compounded rate.

Trade Types:

o The Platform may support the following trade types:

 Outrights

• An Outright Swap is where one party is the payer of the Fixed Rate and 

receiver of the Floating Rate and the other party is the receiver of the Fixed 

Rate and payer of the Floating Rate.

 Spreads or Switches

• A spread or a switch is the simultaneous purchase and sale of:

o two different Tenors of the yield curve (e.g. 2 year by 10 year), or

o two identical Swaps cleared at different DCOs (e.g. 

CME/LCH.Clearnet) (“CME/LCH.Clearnet Spreads”).

 Butterflies

• Butterflies are the simultaneous purchase(s) and sale(s) of three different 

Tenors of the yield curve (e.g. 2 year by 5 year by 10 year).

Contract Size:

o Minimum notional size is dependent on currency and Tenor.

Quoting Convention:

o Outrights

 The interest rate yield is quoted in increments of a minimum of .000025 (1/40th of 

a basis point).

o Spreads and Butterflies (other than CME/LCH.Clearnet Spreads) will be quoted in basis points 

dependent in multiples of the increments of the underlying Outrights.

o CME/LCH.Clearnet Spreads will be quoted as described in Chapter 9.

Final Settlement Price:

o Multiple payments take place during the term of the Swap. Settlement price used for the periodic 

exchange of Fixed and Floating payments is based on the following factors:

 Fixed Leg

• Payment amount on the Fixed Leg is based on the traded price and notional 

amounts of the Swap on Trade Date. Payment timing on the Fixed Leg is 

based on the Payment Frequency, Day Count Convention, Business Day 

Convention, and Roll Day.

 Floating Leg

• Payment on the Floating Leg is based on the Interest Rate and notional 

amounts of the Swap. Payments on the Floating Leg are based on the 

Payment Frequency, Day Count Convention, Business Day Convention, Roll 
78

Day Convention, Spread (if any), Floating Rate Day Count Fraction and 

Floating Reset Dates.

Additional Payments/Fees:

o None.

Clearing:

o Certain Fixed for Floating IRS contracts are eligible to be cleared at one or more of CME, 

LCH.Clearnet, Eurex and JSCC. Please see: http://www.cmegroup.com/; 

http://www.lchclearnet.com/; http://www.eurexclearing.com/clearing-en/; and 

http://www.jscc.co.jp/en/.
79

Rule 801(2) — Basis Swaps

A Basis Swap is an Interest Rate Swap for which settlement is in the form of periodic floating interest 

payments and periodic floating interest payments based on interest rate benchmarks over a term to 

maturity. The interest rate payments are exchanged for a specified period based on a notional amount.

Currencies

USD

EUR

GBP

Specifications

Trading Conventions:

o Buyer (Payer) pays floating interest rate plus/minus a spread and receives floating interest rate.

o Seller (Receiver) receives floating interest rate plus/minus a spread and pays floating interest rate.

Supported Basis Combinations:

o 1M EURIBOR vs 3M EURIBOR

o 1M EURIBOR vs 6M EURIBOR

o 3M EURIBOR vs 6M EURIBOR

o 1M GBP-LIBOR vs 3M GBP-LIBOR

o 1M GBP-LIBOR vs 6M GBP-LIBOR

o 3M GBP-LIBOR vs 6M GBP-LIBOR

o 1M USD-LIBOR vs Federal Funds H.15

o 3M USD-LIBOR vs Federal Funds H.15

o 6M USD-LIBOR vs Federal Funds H.15

o 1M USD-LIBOR vs 3M USD-LIBOR

o 1M USD-LIBOR vs 6M USD-LIBOR

o 3M USD-LIBOR vs 6M USD-LIBOR

o 1M USD-LIBOR vs USD-SOFR-COMPOUND

o 3M USD-LIBOR vs USD-SOFR-COMPOUND

o 6M USD-LIBOR vs USD-SOFR-COMPOUND

Upfront Payment Dates:

o USD – T+1 through maturity

o EUR – T+1 through maturity

o GBP – T+1 through maturity

Settlement Convention:

o USD – T+1

o EUR – T+1

o GBP – T+1

Swap Leg Conventions:

o The terms of Basis Swaps are based on a number of combinations of the criteria below.

 Floating Leg 1

• Payment Frequency

o Monthly, Quarterly, Semi-Annually, or Annually.

• Day Count Convention

o 30/360, Actual/360, Actual/365.FIXED, Actual/Actual.ISDA, 

30E/360, 30E/360.ISDA, Actual/Actual.ICMA.

• Holiday Calendar

o Applied in accordance for the country currency denoted for the 

instrument.

• Business Day Convention
80

o Modified Following with adjustment to period end dates. Business 

days in this convention must be valid business days on both the 

calendars (EUTA, GBLO, USNY). If not, it will be the next day that 

is a business day on both calendars.

• Floating Rate

o The floating interest rate yield or basis points on Trade Date.

 Floating Leg 2

• Reset Frequency

o Monthly, Quarterly, Semi-Annual, or Annually.

• Day Count Convention

o 30/360, Actual/360, Actual/365.FIXED, Actual/Actual.ISDA, 

30E/360, 30E/360.ISDA, Actual/Actual.ICMA.

• Holiday Calendar

o Applied in accordance for the country currency denoted for the 

instrument.

• Business Day Convention

o Modified Following with adjustment to period end dates. Business 

days in this convention must be valid business days on both 

calendars (EUTA, GBLO, USNY). If not, it will be the next day that 

is a business day on calendars.

• Interest Rate Benchmark

o EUR-EURIBOR-Reuters, EUR-EURIBOR-Telerate (incoming), 

GBP-LIBOR-BBA, USD-LIBOR-BBA, USD-SOFR-COMPOUND.

Trade Date:

o The date on which the parties enter into the Swap transaction.

Effective Date:

o The first date from which floating interest amounts accrue. It is also referred to as the Start Date 

or the Value Date. The Effective Date of the Swap must be a business day subject to the 

appropriate Business Day Convention.

Trade Start Type:

o Spot Starting

 A Swap whose Effective Date is 2 business days from the Trade Date (T+2).

o Forward Starting

 A Swap whose Effective Date is anything after the Effective Date for a Spot Starting 

Swap.

o Same Day Starting

 A Swap whose Effective Date is the same as the Trade Date (T+0).

Maturity Date:

o The final date until which Floating amounts accrue. The Maturity Date may also be referred to as 

the Termination Date or End Date.

Tenor:

o The duration of time from the Effective Date to the Maturity Date. The Facility will support Tenors 

of any duration greater than 0 years to 50 years.

o Listed Tenors, also referred to as On-the-Run, are whole calendar year Spot Starting or Same Day 

Starting Swaps with a Tenor of 1 through 15, 20, 25, 30, 35, 40,45 and 50 years.

o Other Tenors means any whole year Tenors other than the Listed Tenors and any partial year 

Tenor.

Roll Day Convention:

o The date used for determining all floating Reset Dates (other than for USD-SOFR-COMPOUND 

which is an overnight compounded rate). Roll Days define the beginning and end of Floating 

interest accrual periods.
81

o For On-the-Run Swaps, the Roll Day is the same date of the month as the Effective Date. For Offthe-Run Swaps, it can be any date of the month, subject to the provisions of the Business Day 

Convention. Roll Day marks the start of a new interest accrual period, and is the date on which a 

Reset Rate takes effect (other than for USD-SOFR-COMPOUND which is an overnight 

compounded rate).

 Note: Subject to good business days – as with all instruments, will never roll 

forward to the following month.

Floating Reset Dates:

o Dates utilized to determine the Floating Rate amounts for each interest accrual period during the 

Tenor of the contract (other than for USD-SOFR-COMPOUND which is an overnight compounded 

rate). Except in the case of a Stub Period, the Reset Date is 2 business days (USD, EUR) or zero 

business days (GBP) prior to the Roll Date for that interest accrual period.

First Period Fixing Date:

o For Spot Starting and Same Day Starting Swaps, the Interest Rate for the first interest period is 

fixed on the Trade Date, for both Floating Rates (other than with respect to USD-SOFRCOMPOUND for which the Floating Rate is not ascertainable at such time).

o For Forward Starting Swaps, the Floating Rate for the first interest period is fixed on the Trade 

Date, and the Floating Rate for the first interest period is fixed 2 business days prior to the Effective 

Date (other than with respect to USD-SOFR-COMPOUND for which the Floating Rate is not

ascertainable at such time).

Stub Period Rate:

o For Swaps with partial year Tenors, an interest period that is shorter than the standard underlying 

Floating index interest periods may occur between the Effective Date and the first or last Roll Date 

(knows as a Stub Period). In these cases, the Interest Rate for such Stub Period is determined 

using linear interpolation based on the two index rates that surround the Stub Period this can be 

applied either at the start or end of that period: Front or Back. This is not applicable to USD-SOFRCOMPOUND, which is an overnight compounded rate.

Trade Types:

o The Platform may support the following trade types:

 Outrights

• An Outright Swap is where one party is the payer of the Floating Rate 1 

plus/minus a spread and receiver of the Floating Rate 2 and the other party is 

the receiver of the Floating Rate 1 plus/minus a spread and payer of the 

Floating Rate 2.

 Spreads or Switches

• A spread or a switch is the simultaneous purchase and sale of two different 

Tenors of the yield curve (e.g. 2 year by 10 year).

 Butterflies

• Butterflies are the simultaneous purchase(s) and sale(s) of three different 

Tenors of the yield curve (e.g. 2 year by 5 year by 10 year).

Instrument Minimum and Incremental Size:

o Minimum notional size is dependent on currency and Tenor.

o Block Trades

 Minimum notional size as stated by the Commission and increments dependent 

on currency and Tenor.

Quoting Convention:

o Outrights are quoted in interest rate yield in a minimum 1/10th of a basis point increments.

o Spreads and Butterflies are quoted in interest rate yield differential in minimum 1/10th basis point 

increments.
82

Final Settlement Price:

o Multiple payments take place during the term of the Swap. Settlement price is based on the

following factors, which must be specified by the parties:

 Interest rate, interest rate benchmark, notional amounts of the Swap, Payment 

Frequency, Day Count Convention, Business Day Convention, Roll Day 

Convention, Spread (if any), Floating Rate Day Count Fraction and Floating Reset 

Dates.

Additional Payments/Fees:

o None.

Clearing:

o Certain Basis Swap contracts are eligible to be cleared at one or more of CME, LCH.Clearnet, 

Eurex and JSCC. Please see: http://www.cmegroup.com/; http://www.lchclearnet.com/; 

http://www.eurexclearing.com/clearing-en/; and http://www.jscc.co.jp/en/.
83

Rule 801(3) — Forward Rate Agreement (FRA)

A Forward Rate Agreement is an Interest Rate Swap for which settlement is in the form of one fixed interest 

payment and one floating interest payment based on an interest rate benchmark to be paid or received on 

an obligation beginning at a future start date. The interest rate payments are exchanged based on a 

notional amount.

Currencies

USD

EUR

GBP

Specifications

Trading Conventions

o Buyer (Payer) pays fixed interest rate and receives floating interest rate.

o Seller (Receiver) receives fixed interest rate and pays floating interest rate.

Upfront Payment Dates:

o USD – T+1 through maturity

o EUR – T+1 through maturity

o GBP – T+1 through maturity

Settlement Convention:

o USD – T+1

o EUR – T+1

o GBP – T+1

Swap Leg Conventions

o The terms of FRAs are based on a number of combinations of the criteria below.

 Fixed Leg

• Payment Frequency

o Once

• Day Count Convention

o 30/360, Actual/360, Actual/365.FIXED, Actual/Actual.ISDA, 

30E/360, 30E/360.ISDA, Actual/Actual.ICMA

• Holiday Calendar

o Applied in accordance with the country relating to the currency of 

the instrument

• Business Day Convention

o Modified Following with adjustment to period end dates. Business 

days in this convention must be valid business days on both the 

holiday calendars of that country (EUTA, GBLO, USNY). If not, it 

will be the next day that is a business day on both calendars.

• Fixed Rate

o The traded interest rate yield or basis points on Trade Date

 Floating Leg

• Reset Frequency

o Once

• Day Count Convention

o 30/360, Actual/360, Actual/365.FIXED, Actual/Actual.ISDA, 

30E/360, 30E/360.ISDA, Actual/Actual.ICMA

• Holiday Calendar

o Applied in accordance with the country relating to the currency of 

the instrument

• Business Day Convention

o Modified Following with adjustment to period end dates. Business 

days in this convention must be valid business days on both the 

calendars for each country (EUTA, GBLO, USNY). If not, it will be 
84

the next day that is a business day on both respective country 

holiday calendars.

• Interest Rate Benchmark

o EUR-EURIBOR-Reuters, EUR-EURIBOR-Telerate (incoming), 

GBP-LIBOR-BBA, USD-LIBOR-BBA

Trade Date

o The date on which the parties enter into the Swap transaction.

Effective Date

o The first date from which fixed and floating interest amounts accrue. It is also referred to as the 

Start Date or the Value Date. The Effective Date of the Swap must be a business day subject to 

the appropriate Business Day Convention.

Maturity Date

o The final date until which Fixed and Floating amounts accrue. The Maturity Date may also be 

referred to as the Termination Date or End Date. The maturity range is 3 days to 3 years, subject 

to the maximum Tenor listed below.

Tenor

o The duration of time from the Effective Date to the Maturity Date Tenors will be support for any 

duration greater than 0 month to 12 months.

o Listed Tenors, also referred to as On-the-Run, means whole year Spot Starting or Same Day 

Starting Instruments with a Tenor of an integer number of months.

o Other Tenors means any Tenors other than the Listed Tenors.

Floating Reset Dates

o Dates utilized to determine the Floating Rate amount for the interest accrual period during the Tenor 

of the Instrument. Except in the case of a Stub Period, the Reset Date is adjusted business days 

dependent on the currency prior to the Roll Date for that interest accrual period.

First Period Fixing Date

o The Fixed Rate for the first interest period is fixed on the Trade Date, and the Floating Rate for the 

first interest period is fixed 2 business days prior to the Effective Date.

Trade Types

o The Platform may support the following trade types:

 Outrights

• An Outright swap is where one party is the payer of the fixed rate and 

receiver of the floating rate and the other party is the receiver of the fixed rate 

and payer of the floating rate.

 Spreads or Switches

• A spread or a switch is the simultaneous purchase and sale of two different 

Tenors of the yield curve (e.g. 3x6 by 9x12).

Instrument Minimum and Incremental Size.

o Minimum notional size is dependent on currency and Tenor.

o Block Trades. Minimum notional size as stated by the Commission and increments Dependent on 

currency and Tenor.

Quoting Convention

o Outrights are quoted in interest rate yield in minimum of .000025 increments (1/40th of a basis 

point).

o Spreads/Switches will be quoted in basis points dependent in multiples of the increments of the 

underlying Outrights.

Last Trading Day

o Spot Starting

 Close of business on Trade Date.

o Forward Starting
85

 Close of business three business days prior to the Effective Date of the swap.

Final Settlement Price

o Multiple payments take place during the term of the swap. Settlement price is based on the 

following factors, which must be specified by the parties:

 Interest rate, interest rate benchmark, notional amounts of the swap, Payment 

Frequency, Day Count Convention, Business Day Convention, Roll Day 

Convention, Spread (if any), Floating Rate Day Count Fraction, Floating Reset 

Dates, Discount Rate, Discount Rate Day Count Fraction and FRA 

Discounting/FRA Yield Discounting.

Additional Payments/Fees

o None.

Clearing

o Contracts are eligible to be cleared at CME, LCH.Clearnet, Eurex and JSCC.

Block Trades must occur outside the Order Book and in a quantity that meets or exceeds Appropriate 

Minimum Block Sizes set by the Commission.
86

Rule 801(4) — Overnight Index Swaps (OIS)

Contract 

Specification

Details

Product Description An Overnight Index Swap is an interest rate swap for which settlement is in the 

form of periodic fixed interest payments and periodic floating interest payments 

based on an overnight rate being exchanged for a fixed interest rate over a term to 

maturity. The interest rate payments are exchanged for a specified period based 

on a notional amount. 

Currencies The interest rate cash flows are net settled in the following major currencies on 

fixing date:

USD

EUR

GBP

Trading 

Conventions

• Buyer (Payer) pays fixed interest rate and receives floating interest rate.

• Seller (Receiver) receives fixed interest rate and pays floating interest rate. 

Upfront Payment 

Dates

• USD – T+1 through maturity

• EUR – T+1 through maturity

• GBP – T+1 through maturity

Settlement 

Convention

• USD – T+1

• EUR – T+1

• GBP – T+1

Swap Leg 

Conventions

The terms of Fixed vs. Floating Interest Rate Swaps are based on a number of 

combinations of the criteria below.

• Fixed Leg

o Payment Frequency

 At Maturity Date, Annually, semi-annual, Quarterly, or 

monthly.

o Day Count Convention

 30/360, Actual/360, Actual/365.FIXED, 

Actual/Actual.ISDA, 30E/360, 30E/360.ISDA, 

Actual/Actual.ICMA

o Holiday Calendar

 Applied in accordance for the country currency denoted for 

the instrument

o Business Day Convention

 Modified Following with adjustment to period end dates. 

Business days in this convention must be valid business 

days on both the calendars (EUTA, GBLO, USNY). If not, 

it will be the next day that is a business day on both 

calendars.

o Leg Pay Date Offset:

 USD – 2D

 EUR – 1D

 GBP – 0D

o Fixed Rate

 The traded interest rate yield or basis points on Trade 

Date

• Floating Leg

o Reset Frequency
87

Contract 

Specification

Details

 Daily

o Day Count Convention

 30/360, Actual/360, Actual/365.FIXED, 

Actual/Actual.ISDA, 30E/360, 30E/360.ISDA, 

Actual/Actual.ICMA

o Holiday Calendar

 Applied in accordance for the country currency denoted for 

the instrument

o Business Day Convention

 Modified Following with adjustment to period end dates. 

Business days in this convention must be valid business 

days on both calendars (EUTA, GBLO, USNY). If not, it 

will be the next day that is a business day on both 

calendars.

o Leg Pay Date Offset:

 USD – 2D

 EUR – 1D

 GBP – 0D

o Overnight Rate

 EUR-EONIA-OIS-COMPOUND, GBP-WMBA-SONIACOMPOUND, USD-Federal Funds-H.15-OISCOMPOUND

Trade Date The date on which the parties enter into the Swap transaction. 

Effective Date The first date from which fixed and floating interest amounts accrue. It is also 

referred to as the Start Date or the Value Date. The Effective Date of the Swap 

must be a business day subject to the appropriate Business Day Convention.

Trade Start Type • Spot Starting

o A swap whose Effective Date is 2 business days from the Trade 

Date (T+2).

• Forward Starting

o A swap whose Effective Date is anything after the Effective Date 

for a Spot Starting swap.

• Same Day Starting

o A swap whose Effective Date is the Trade Date (T+0).

• Day +1 Starting

o A swap whose Effective Date is the Trade Date (T+1).

Maturity Date The final date until which Fixed and Floating amounts accrue. The Maturity Date 

may also be referred to as the Termination Date or End Date.

Tenor The duration of time from the Effective Date to the Maturity Date. The Exchange 

will support Tenors of any duration greater than 0 years to 30 years.

• Listed Tenors, also referred to as On-the-Run, means whole year Spot 

Starting or Same Day Starting Instruments with a Tenor of 1 through 15, 

20, 25, and 30 years.

• Other Tenors means any whole year Tenors other than the Listed Tenors 

and any partial year Tenor.

Roll Day 

Convention

The date used for determining all fixed and floating Reset Dates. Roll Days define 

the beginning and end of Fixed and Floating interest accrual periods.
88

Contract 

Specification

Details

• For On-the-Run Instruments, the Roll Day is the same date of the month as 

the Effective Date. For Off-the-Run Instruments, it can be any date of the 

month, subject to the provisions of the Business Day Convention. Roll Day 

marks the start of a new interest accrual period, and is the date on which a 

Reset Rate takes effect.

Floating Reset 

Dates

Dates utilized to determine the Floating Rate amounts for each interest accrual 

period during the Tenor of the Instrument. Except in the case of a Stub Period, the 

Reset Date is adjusted business days dependent on the currency prior to the Roll 

Date for that interest accrual period.

First Period Fixing 

Date.

• For Spot Starting and Same Day Starting swaps, the Interest Rate for the 

first interest period is fixed on the Trade Date, for both Floating and Fixed 

Rates.

• For Forward Starting swaps, the Fixed Rate for the first interest period is 

fixed on the Trade Date, and the Floating Rate for the first interest period is 

fixed 2 business days prior to the Effective Date.

Stub Period Rate For swaps with partial year Tenors, an interest period that is shorter than the 

standard underlying Floating index interest periods may occur between the 

Effective Date and the first or last Roll Date (knows as a Stub Period). In these 

cases, the Interest Rate for such Stub Period is determined using linear 

interpolation based on the two index rates that surround the Stub Period this can 

be applied either at the start or end of that period: Front or Back.

Trade Types The Platform may support the following trade types:

• Outrights

o An Outright swap is where one party is the payer of the fixed rate 

and receiver of the floating rate and the other party is the receiver 

of the fixed rate and payer of the floating rate.

• Spreads or Switches

o A spread or a switch is the simultaneous purchase and sale of two 

different Tenors of the yield curve (e.g. 2 year by 10 year).

• Butterflies

o Butterflies are the simultaneous purchase(s) and sale(s) of three 

different Tenors of the yield curve (e.g. 2 year by 5 year by 

10 year).

Instrument 

Minimum and 

Incremental Size.

• Minimum notional size is dependent on currency and Tenor.

• Block Trades

o Minimum notional size as stated by the Commission and 

increments dependent on currency and Tenor.

Quoting Convention • Outrights are quoted in interest rate yield in minimum of .000025

increments (1/40th of a basis point).

• Spreads and Butterflies will be quoted in basis points dependent in 

multiples of the increments of the underlying Outrights.

Last Trading Day • Spot Starting

o Close of business on Trade Date.

• Forward Starting
89

Contract 

Specification

Details

o Close of business three business days prior to the Effective Date 

of the swap.

Additional 

Payments/Fees

• None.

Clearing • Contracts are eligible to be cleared at CME, LCH.Clearnet, Eurex and 

JSCC.

Block Trades • Block Trades must occur outside the Order Book and in a quantity that 

meets or exceeds Appropriate Minimum Block Sizes set by the 

Commission.
90

Rule 801(5) — Interest Rate Options

Interest Rate Options contracts cover the following product areas:

• Interest Rate Options

• Swaptions

• Inflation Swaps

• Inflation Rate Options

• Exotic Options and Swaps

Currencies

Interest Rate Options

USD

EUR

GBP

Swaptions

USD

EUR

GBP

Inflation Swaps

EUR

GBP

Inflation Rate Options

USD

EUR

GBP

Exotic Options and Swaps

USD

EUR

GBP

Specifications

Option Type

o Interest Rate Swaption

 Type

• Payer – A buyer of a payer Swaption has the option to pay the underlying 

swap at the agreed price

• Receiver – A buyer of a receiver Swaption has the option to receive the 

underlying swap at the agreed price

 Term – The future length of the swap

 Exercise – The date at which the option can be exercised on

 Underlying Swap

• Fixed Leg

o Fixed Interest rate

• Floating Leg

o Underlying benchmark

• Optional knockout clause

o Interest Rate Options

 Type

• Cap – The buyer of a Cap option receives the payments at the end of each 

period in which the underlying interest rate exceeds an agreed strike price

• Floor – The buyer of a Floor option receives the payments at the end of each 

period in which the underlying interest rate is below an agreed strike price

 Underlying Interest Rate

• Single Underlying Rate – Single underlying interest rate as listed in the 

Interest Rate benchmarks
91

• Spread – Spread between 2 underlying interest rates as listed in the interest 

rate benchmarks

 Strike

 Expiry Date

 Convention

• Payment Frequency

o Monthly

o Quarterly

o Bi-Annually

o Annually

• Payment rate

o Digital

o Linear

 Payment currency

 Optional no call period – must be an agreed number of calendar days

 Option premium

 Optional reset period – must be an agreed number of calendar days

 Start Type

• Immediate

• Forward

o Exotic Options and Swaps

 Type

• Buyer – The buyer of the swap receives a series of payments in relation to 

one agreed swap leg (leg 1) and makes a series of payments based on 

another agreed swap leg (leg 2)

• Seller – The seller of the swap makes a series of payments in relation to one 

agreed swap leg (leg 1) and receives a series of payments based on another 

agreed swap leg (leg 2)

 Tenor

 Leg 1

• Rate type

o Fixed – agreed spread

o Floating

 Single Underlying Rate – Single underlying interest rate 

as listed in the Interest Rate benchmarks

 Spread – Spread between 2 underlying interest rates as 

listed in the interest rate benchmarks

• Currency

• Optional agreed spread

• Optional agreed rate range

• Optional cap

• Optional floor

 Leg 2

• Rate type

o Fixed – agreed spread

o Floating – Floating

 Single Underlying Rate – Single underlying interest rate 

as listed in the Interest Rate benchmarks

 Spread – Spread between 2 underlying interest rates as 

listed in the interest rate benchmarks

• Currency

• Optional agreed spread

• Optional agreed rate range

• Optional cap

• Optional floor
92

 Optional reset period – must be an agreed number of calendar days

 Optional break clause

 Optional correlation factor – This will be a mathematical formula on which the 

payout of the trade will be based. This formula will be agreed at the time of trade.

 Start Type

• Immediate

• Forward

 Optional coupon

 Optional lockout period

o Inflation Swap

 Inflation Swap – The buyer of an inflation swap pays a fixed interest rate and 

receives the agreed floating inflation rate

• Tenor

• Fixed Rate (Traded Price)

• Inflation Rate benchmark – this can be any inflation benchmark that settles in 

the listed currencies

• Optional forward start

o Inflation Option

 Types

• Cap – The buyer of a cap option receives the right to receive a payment 

should the rate of the agreed underlying index rise above a certain level

• Floor – The seller of a floor option receives the right to receive a payment 

should the rate of the agreed underlying index fall below a certain level

 Tenor

 Exercise Type

• American

• European

• Bermudan

 Premium (Traded Price x agreed notional)

 Premium Type

• Spot

• Annuity

• Forward

Payment Frequency

o Interest Rate Swaptions – the payment frequency will be an agreed, valid, calendar integer

o Interest Rate Options – the payment frequency will be an agreed, valid, calendar integer

o Exotic Options and Swaps – the payment frequency will be an agreed, valid, calendar integer

o Inflation Swaps – the payment frequency will be an agreed, valid, calendar integer

o Inflation Rate Options – the payment frequency will be an agreed, valid, calendar integer

Day Count Convention

o Interest Rate Swaptions

 30/360

 Act/360

 Act/365

 360/360

 30E/360

 AFI/365

 ACT/366

 ACT/ACT

o Interest Rate Options

 ACT/360

 ACT/365

 360/360

 30/360
93

 30E/360

 AFI/365

 ACT/366

 ACT/ACT

o Exotic Options and Swaps

 ACT/360

 ACT/365

 360/360

 30/360

 30E/360

 AFI/365

 ACT/366

 ACT/ACT

o Inflation Swaps

 ACT/360

 ACT/365

 360/360

 30/360

 30E/360

 AFI/365

 ACT/3613

 ACT/ACT

Holiday Calendar Conventions

o Interest Rate Swaptions

 ABU DHABI

 SYDNEY

 TORONTO

 PRAGUE

 COPENHAGEN

 HONG KONG

 BUDAPEST

 LONDON

 TEL AVIV

 JAFFA

 TOKYO

 WELLINGTON

 SEOUL

 BANGKOK

 TARGET

 WARSAW

 MOSCOW

 RIYADH

 SINGAPORE

 ISTANBUL

 NEW YORK

 OSLO

 STOCKHOLM

 JOHNNESBURG

 KUALA LUMPAR

o Interest Rate Options

 ABU DHABI

 SYDNEY

 TORONTO

 PRAGUE

 COPENHAGEN
94

 HONG KONG

 BUDAPEST

 LONDON

 TEL AVIV

 JAFFA

 TOKYO

 WELLINGTON

 SEOUL

 BANGKOK

 TARGET

 WARSAW

 MOSCOW

 RIYADH

 SINGAPORE

 ISTANBUL

 NEW YORK

 OSLO

 STOCKHOLM

 JOHNNESBURG

 KUALA LUMPAR

o Exotic Options and Swaps

 ABU DHABI

 SYDNEY

 TORONTO

 PRAGUE

 COPENHAGEN

 HONG KONG

 BUDAPEST

 LONDON

 TEL AVIV

 JAFFA

 TOKYO

 WELLINGTON

 SEOUL

 BANGKOK

 TARGET

 WARSAW

 MOSCOW

 RIYADH

 SINGAOPRE

 ISTANBUL

 NEW YORK

 OSLO

 STOCKHOLM

 JOHNNESBURG

 KUALA LUMPAR

o Inflation Swaps

 NEW YORK

 LONDON

 EUROPE

 Australia

o Inflation Rate Options

 NEW YORK

 LONDON

 EUROPE
95

Business Day Conventions

o Interest Rate Swaptions

 Modified

 Modified Following

o Interest Rate Options

 Modified

 Modified Following

o Exotic Options and Swaps

 Modified

 Modified Following

o Inflation Swaps

 Modified

 Modified Following

o Inflation Rate Options

 Modified

 Modified Following

Effective Date

o Interest Rate Swaptions – The effective date will be a valid business day

o Interest Rate Options – The effective date will be a valid business day

o Exotic Options and Swap – The effective date will be a valid business day

o Inflation Swaps – The effective date will be a valid business day

o Inflation Rate Options – The effective date will be a valid business day

Maturity Date

o Interest Rate Swaptions – The maturity date will be a valid calendar day

o Interest Rate Options – The maturity date will be a valid calendar day

o Exotic Options and Swaps – The maturity date will be a valid calendar day

o Inflation Swaps – effective date + tenor of swap

o Inflation Rate Options – Not applicable

Tenors

o Interest Rate Swaptions 0 – 100 years inclusive

o Interest Rate Options – 0 – 100 years inclusive

o Exotic options and swaps – 0 – 100 years inclusive

o Inflation Swap – 0 – 100 years inclusive

o Inflation Rate Options 0 – 100 years inclusive

Roll Dates

o Interest Rate Swaptions

 Calendar dates

 End of month

 IMM Dates

o Interest Rate Options

 Calendar dates

 End of month

 IMM Dates

o Exotic Options and Swaps

 Calendar dates

 End of month

 IMM Dates

 None

o Inflation Swaps – 0 – 50 years inclusive

o Inflation Rate Options – 0 – 50 years inclusive

Fixing Dates

o Interest Rate Swaptions – The fixing date will be a valid business day

o Interest Rate Options – The fixing date will be a valid business day
96

o Exotic Options and Swaps – The fixing date will be a valid business day

o Inflation Swaps – The fixing date(s) will be a valid calendar day

o Inflation Options – The fixing date(s) will be a valid calendar day

Settlement

o Interest Rate Swaptions

 Swaptions will be settled by either

• Cash

• Delivery of the swap

• Part Cash; Part Delivery

 The settlement date(s) will be valid business days

o Interest Rate Options

• All options contracts are cash settled

• The settlement date(s) will be valid business days

o Exotic Options and Swaps

 Contracts will be settled by either

• Cash

• Delivery of the swap

• Part Cash; Part Delivery

 The settlement date(s) will be valid business days

o Inflation Swaps – Are cash settled in line with the payment frequency

o Inflation Rate Options – Are cash settled in line with the payment frequency

Contract Size

o Minimum and Incremental Sizes

 Interest Rate Swaptions

• The minimum size for a Swaption is 1,000 of the agreed currency of the trade

• There is no minimum incremental size for a Swaption

 Interest Rate Options

• The minimum size for an option is 1,000 of the currency of the underlying 

index of the trade

• There is no minimum incremental size for an option

 Exotic Options and Swaps

• The minimum size for an instrument in this category is 1,000 units of the 

currency of the underlying index of the trade

• There is no minimum incremental size for instruments in this category

 Inflation Swaps

• The minimum size for an instrument in this category is 1,000 units of the 

currency of the underlying index of the trade

• There is no minimum incremental size for instruments in this category

 Inflation Rate Options

• The minimum size for an instrument in this category is 1,000 units of the 

currency of the underlying index of the trade

• There is no minimum incremental size for instruments in this category

o Accreting Size – Any product can be traded on

 An accreting basis

 A non-accreting basis

Quoting Convention

o Interest Rate Swaptions are all quoted in basis points

o Interest Rate Options are all quoted in basis points

o Exotic Options and Swaps are all quoted in basis points

o Inflation Swaps are all quoted in basis points

o Inflation Options are all quoted in basis points

Benchmark Interest Rates

o Contracts will be limited to all or a subset of the following underlying benchmark indices:
97

 EBOR

 BBR

 CDOR

 LIBOR

 PRIBOR

 CIBOR

 CIBOR2

 HIBOR

 BUBOR

 TELBOR01

 WIBOR

 MOSPRIME

 SAIBOR

 TRILIBOR

 NIBOR

 STIBOR JIBAR

 EURIBOR

 ISDAFIX

 ICAP Listed Interest Rates Swaps

Minimum and Incremental Price

o Interest Rate Swaptions

 There is no minimum price

 There is no minimum incremental price

o Interest Rate Options

 There is no minimum price

 There is no minimum incremental price

o Exotic Options and Swaps

 There is no minimum price

 There is no minimum incremental price

o Inflation Swaps

 There is no minimum price

 There is no minimum incremental price

o Inflation Options

 There is no minimum price

 There is no minimum incremental price

Reporting

o All Interest Rate Options trades are reported in accordance with NFA and SDR requirements

Clearing

o Interest Rate Options traded on IGDL are not cleared.
98

CHAPTER 9

SYSTEM PROTOCOLS

Rule 901 i-Swap System Protocol

Glossary

Access Details The non-transferable, confidential personal user 

identifiers and all passwords issued by IGDL to 

each Authorised Trader.

Aggressive Order A Held Order entered onto the System with the 

expectation of executing against resting 

Bids/Offers on the opposite side of the market at 

the same price as the Aggressive Order.

Authorised Trader Desk A group of Authorised Traders sharing a common 

set of Contracts trading permissions. Orders are 

shared at desk level and Authorised Traders can 

only belong to one desk.

Erroneous Orders Any Bid/Offer which does not meet the 

requirements set out in this i-Swap System 

Protocol.

i-Swap An Order Book offered by IGDL for trading certain 

Swaps.

Leave Order A Bid/Offer that will stack along with any other 

Bid/Offer on the same side of the market.

Participant Managed Order A Bid/Offer that will replace any other Bid/Offer 

input by a Participant on the same side of the 

market.

Participant Clearing Officers An officer of the Participant who is authorised to 

allocate clearing limits for the Participant.

Passive Order A Held Order that is a resting Bid or Offer.

System i-Swap.

System Supervisor The market support team of i-Swap.

Trading Engine The System matching engine.
99

(a) General Rules

(1) This i-Swap System Protocol is part of the Facility Rulebook. In the event of a conflict 

between this i-Swap System Protocol and the Facility Rulebook, this i-Swap System 

Protocol shall take precedence. All capitalized terms not otherwise defined in this i-Swap 

System Protocol shall have the meanings ascribed to them in the Facility Rulebook.

(2) The System offers an electronic central limit order book for certain Interest Rate Swaps 

listed by IGDL. IGDL may at any time expand or alter the Swaps offered for trading on the 

System pursuant to Commission Regulations.

(3) An electronic Bid/Offer is a Held Order and must be displayed on the System. All Held 

Orders may be entered directly onto the System, by an Execution Specialist, or an 

Intermediary.

(i) Held Orders may be Passive Orders or Aggressive Orders.

(ii) Held Orders must have a direction, price and size, Held Orders may additionally 

carry a reserve amount of hidden size which will be considered as Held Order size 

by the system but not displayed to the market.

(iii) The System is auto-matching and therefore locked markets (i.e. where a Held 

Order is entered equal to the top of book Held Order on the opposite side of the 

market) are not permitted (unless other considerations such as size prevent the 

equal priced Held Orders from matching or self-trading block is enabled).

(iv) IGDL will set a minimum Held Order size, which will be communicated to 

Participants.

(v) Participants have the ability to edit or remove the Held Orders entered into the 

System by them.

A. If a Participant’s edit affects a change in price, the Held Order will be reinserted to the System with a new price/time priority.

B. If a Participant’s edit affects a decrease in Held Order size, the Held Order 

will be modified in its place in the existing price/time priority queue.

C. If a Participant’s edit affects an increase in Held Order size:

(aa) A regular Held Order will be modified in the existing price/time 

priority queue.

(bb) A Participant Managed Order will insert the size increase as a 

second segment in existing price/time priority, however the initial 

size will retain its place in the System.

(vi) Held Order edits, including total removal, may be input on a bid-by-bid or offer-byoffer basis or group-by-group or at the side of market basis. Additionally, 

Participants may remove all Held Orders submitted by them simultaneously. Such 

removed Held Orders may be reactivated by the Participant.

(vii) All Held Orders in the System shall be pre-trade anonymous. Execution 

Specialists are prohibited from disclosing the name of an execution party to any 

other market Participant prior to execution. Following execution, the Execution 
100

Specialist shall disclose the names of the counterparties to the transaction to each 

other.

(b) Participation

(1) In addition to the requirements set forth elsewhere in the Facility Rulebook, Participants 

must meet the following eligibility criteria:

(i) Participant has in place adequate measures and arrangements to prevent the 

submission of Erroneous Orders to the System.

(2) Participant’s Authorised Traders will be deemed eligible to trade all Swaps offered for 

trading on the System unless the Participant specifies otherwise.

(c) Access Method

(1) Participant is responsible for acquiring and operating the technical equipment and software 

necessary for gaining access to the System.

(d) Trading Calendar and Hours of Operation

(1) Participant shall not enter Bids/Offers into the System outside of the hours of operation of 

the System as stated by IGDL. Any such Bids/Offers will be invalid and any resultant trades 

treated as error trades.

(2) The trading hours for the System are 7:30 London Local Time to AM - 5:30 PM New York 

Local Time. The System is open for trading any day other than a Saturday, Sunday or any 

day which is a US public holiday as determined by The Securities Industry and Financial 

Markets Association (“SIFMA”) or such other days as otherwise determined and notified 

by IGDL. On any day which is a public holiday in the United Kingdom as determined by 

SIFMA, the System will open at 6:30 am New York Local Time.

(e) Orders

(1) Registration of Orders

(i) Each Bid/Offer must specify the Bid/Offer duration and whether it is a Participant 

Managed Order or a Leave Order.

(ii) Participants may enter Bids/Offers directly into the System through its Authorised 

Traders via the System front-end application (Global Front End), or entered 

automatically into the System via an automated order generator, or manually via 

Participant front-end applications through the System application programming 

interface (“API”).

(iii) Once a Participant is admitted to the SEF to trade Contracts, all Bids/Offers in 

respect of that Contract will be visible to the Participant, subject to the restrictions 

outlined in Appendix 2 to this i-Swap System Protocol.

(iv) All Bids/Offers that are visible to the Participant will be displayed on an anonymous 

basis to other Participants. Following execution of a transaction, the names of the 

counterparties to the transaction are disclosed to each other.
101

(2) The SEF Execution Specialist – entered Bids/Offers

(i) SEF Execution Specialist-entered Bids/Offers are matched according to the same 

rules as all other Bids/Offers on the System.

(ii) Participants may register Bids/Offers by telephoning a SEF Execution Specialist. 

The SEF Execution Specialist shall enter any Bid/Offer into the System in time 

priority as soon as reasonably practicable after the Bid/Offer is received.

(iii) The SEF Execution Specialist shall not amend or action any Bids/Offers on the 

System entered by an Authorised Trader unless instructed by the Participant.

(iv) Execution Specialists are prohibited from disclosing the name of a party to any 

other market Participant prior to execution of a transaction. Following execution, 

the Execution Specialist shall disclose the names of the counterparties to the 

transaction to each other.

(f) System Functionality

(1) Bids/Offers

(i) All Bids/Offers are automatically matched in price/time priority, subject to the Fill 

and Follow functionality set forth below.

(ii) All Participants are treated equally, and Bids/Offers are always matched at the 

price limit of the submitted Bid/Offer, or better.

(iii) All Bids/Offers are firm. Incoming Bids/Offers are always matched at the best 

available price.

(iv) Spread and butterfly Bids/Offers will imply into outright markets and vice versa. 

Chains of implied Bids/Offers can be matched to any chain length.

(2) Bid/Offer Types & Conditions

(i) The System supports limit Bids/Offers only.

(ii) Details of Bid/Order types, conditions, duration and management are found in 

Appendix 2 to this i-Swap System Protocol.

(3) Fill and Follow Functionality

(i) Fill and Follow Rights

A. A Participant may enter a new Bid/Offer or modify an existing Bid/Offer to 

price at or below the trade price, and will receive Bid/Offer stack 

prioritization for that Bid/Offer at that price point over all existing 

Bids/Offers including existing Fill and Follow Bids/Offers.

B. A Participant will qualify for Fill and Follow rights if

(aa) the Participant recently executed a transaction; and,

(bb) the Bid/Offer’s size meets or exceeds the Voice RFQ Market Size 

as specified in Appendix A to this Chapter 9; and,
102

(cc) the new Bid/Offer is placed or modified within 30 seconds for 

Spread-over outrights and within 7 seconds for all other Contracts.

C. All Participants are eligible for the Fill and Follow rights. Participants will 

be stacked in accordance with their initial priority when multiple 

Participants take advantage of the rights.

(ii) Best Bid/Offer (BBO) and Follow Rights

A. A Participant may modify the existing Bid/Offer to a less aggressive price, 

and will receive Bid/Offer stack prioritization for that Bid/Offer at that price 

point over all existing Bids/Offers including existing Fill and Follow 

Bids/Offers.

B. A participant will qualify for BBO and Follow Rights if

(aa) the Participant places a Bid/Offer in the system at a new best 

Bid/Offer price level; and,

(bb) the Bid/Offer’s size meets or exceeds the Voice RFQ Market Size 

as specified in Appendix A to this Chapter 9; and,

(cc) the Bid/Offer is resting at that price level for a minimum of 60 

seconds.

C. Only the Participant who first put a Bid/Offer at a new price level is eligible 

for BBO and Follow Rights.

(4) Restrictions on Orders Entered into the System; Non-Reviewable Range

(i) The System includes as a risk control a price deviation limit which restricts 

Participants from entering: (A) bids that are 3bps higher than an i-Swap Order 

Book determined mid-price; and (B) offers that are 3bps lower than an i-Swap 

Order Book determined mid-price.

(ii) The System includes as a risk control a size limit which restricts Participants from 

entering Bids/Offers for more than a given size. The size limit is the lesser of 

$10 billion one year equivalent or any lesser limit with which the System is 

configured by a Participant to constrain its own activity.

(iii) IGDL has established a Non-Reviewable Range in order to establish which 

transactions IGDL will review pursuant to Rule 316. The Non-Reviewable Range, 

which is set forth in Rule 316(f), is narrower than the price deviation limit.

(iv) The System provides Participants with a self-trading block functionality to prevent 

a single counterparty from buying and selling the same swap in the same 

transaction.

(5) Indicative Price Functionality

(i) In the absence of prices derived from Bids/Offers, the System will display an 

indicative price for certain Contracts via Participant front-end applications through 

the System API.
103

(ii) The indicative price will be generated by adding or subtracting 1 basis point to or 

from the relevant mid-market price generated by the ICAP Analytics Group. Such 

mid-market prices are derived from the ICAP analytics system for the USD Swap 

curve. The USD swap curve will be generated using:

A. US benchmark Treasury prices/yields;

B. Reuters Capital Markets 19901 market spreadovers;

C. IMM 3M USD futures contract prices from CME; and

D. Prices for voice market curve spreads and butterflies.

(iii) Indicative prices are displayed to all Participants without a quantity or owner. 

Indicative prices will no longer be displayed as soon as a market price is 

established by an actionable Bid/Offer (e.g., Participant entered, Execution 

Specialist entered or implied) even if that Bid/Offer price is worse than the 

indicative price.
104

Appendix 1 – Contracts Offered for Trading on i-Swap

U.S. Dollar Interest Rate Derivatives

• USD Interest Rate Swaps (Semi-bond, Annual, IMM) and combined strategies

• USD spreadovers and combined strategies
105

Appendix 2 – Bid/Offer Types and i-Swap Configuration

(a) Implied orders

(1) The System uses Bids/Offers in the System to imply prices in related Contracts. Single 

line Contracts in combination can imply switches and/or butterflies.

(2) Switches and butterflies in combination can imply other switches and/or single line 

Contracts.

(3) Implied Bids/Offers will only be generated if they can meet the minimum size of the Contract 

being implied. Implied Bids/Offers need not comply with incremental size settings.

(4) Implied Bids/Offers will be consistent with the tick structure of the Contract being implied.

(5) An implied price generated by the System follows time / price priority logic used for 

Participant-entered Bids/Offers.

(6) A top of market implied Bid/Offer will be shown (for Global Front End users) in the top of 

market line with a chevron (^).

(b) Tick structure

(1) The convention is as follows:

(i) Instruments quoted as a rate rather than a spread to another rate are quoted in 1/8 

basis point increments (i.e. 1.01%, 1.01125%, 1.0125%, 1.01375%, 1.0150%).

(ii) Instruments quoted as a spread to another rate (other than CME/LCH.Clearnet 

Spreads), including the rate of another leg to the transaction, are quoted in 1/8 

basis point increments (i.e. 12.00, 12.125, 12.25, 12.375, 12.50).

(iii) CME/LCH.Clearnet Spreads (outrights, curves and butterflies) are quoted in 1/400

basis point increments (i.e. 1.80, 1.8025, 1.805).

(c) Stacked Order Book

(1) The System supports a stacked Order Book. If there are multiple Bids/Offers at the same 

price point on one side (e.g. 5 orders for 100m each) then when aggressed for the full 500, 

each Bid/Offer on the passive side will trade. All Participants on the System will see full 

depth of market on all instruments.

(d) Broker access to Participant entered Bids/Offers

(1) The SEF Execution Specialist will not have the ability to amend or cancel individual 

Participant-entered Bids/Offers unless instructed by Participant. The SEF Execution 

Specialist will be able to “Cancel All” Bids/Offers entered directly into the System by a 

specific Participant in the event a Participant is unable to do it by itself.

(e) One-Cancels-Other Bids/Offers (“OCO”)

(i) OCO is available via the API and the Global Front End.

(ii) Participants have the ability to submit up to eight OCO Bids/Offers, all flagged as 

contingent upon each other. Upon a full trade of any of these Bids/Offers, all other 
106

Bids/Offers belonging to this OCO set will immediately be removed from the 

market. Upon a partial trade, a pro-rata size reduction is applied to other 

Bids/Offers in the set.

(f) Other Bid/Offer Types

(1) General Order Types:

(i) Fill and Store

(ii) Fill and Kill

(iii) Fill or Kill

(2) Time attributes:

(i) Good Till Day

(ii) Good Till Time

(iii) Good Till Duration

(iv) Immediate

(3) Other attributes:

(i) Minimum Size

(ii) All-or-Nothing

(iii) Iceberg
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Rule 902 Voice RFQ System Protocol

Definitions

Indication of Interest means a price provided by a Voice RFQ Participant at the beginning start of the 

trading day that is not the initiation of an RFQ or a Bid/Offer.

Initiator means a Participant that begins an RFQ by contacting an Execution Specialist.

Initiation means an RFQ that is submitted by a Participant to an Execution Specialist.

Interest Stack means the order of Indications of Interest received from Participants at the start of the 

trading day in price, time priority.

Tranche means the market Voice RFQ size listed in Appendix A to this Chapter 9.

Responder means a Recipient of an Initiator’s RFQ who subsequently provides a Bid/Offer to the Execution 

Specialist in response.

Response means a Bid/Offer provided by a Responder to an Execution Specialist.

RFQ Stack means the order of RFQ Initiations and Responses that are received in price, time priority.

Outright Spreadover means a Package Transaction that has only two components: (i) a Swap 

component; and (ii) a U.S. Treasury Security component.

Voice RFQ or vRFQ means a RFQ that is submitted in accordance with the procedures in Rule 306(c). All 

RFQs are considered Non-Directed unless otherwise instructed by the Participant (Participants may request 

Directed RFQs).

Voice RFQ Participant means a Participant that on a particular trading day is in the Interest Stack or the 

RFQ Stack.

All capitalized terms not otherwise defined in this Voice RFQ System Protocol shall have the meanings 

ascribed to them in the Facility Rulebook.

Trading Hours

vRFQ market operates 24 hours a day, Monday through Friday.

Contracts Offered for Trading

All Required USD, GBP and EUR denominated Interest Rate Swap products.

Required Interest Rate Swap vRFQ System Protocol

(a) General Provisions. In cases where an Initiator or Responder does not provide a notional size in 

the Initiation or Response, the Execution Specialist will assume the instrument’s Voice RFQ market size for 

the specific tenor or for butterflies and strategies as listed in Appendix A to this Chapter 9 for butterflies and 

strategies. Voice RFQ market sizes may change from time to time at the discretion of IGDL and upon 

notice to Participants. All Initiations and Responses must be made via IGDL’s recorded telephone lines or 

electronic instant messaging communications.

(1) All Initiations and Responses, except in the case of Voice RFQs initiated pursuant to 

Rule 306(c)(2), are pre-trade anonymous. Participants to a transaction resulting from a 
108

Voice RFQ will be disclosed only to the counterparties by the Execution Specialists after 

the execution of the transaction.

(2) Intermediaries initiating a Voice RFQ or responding to a Voice RFQ on behalf of a 

Customer must provide the Execution Specialist with the identity of the Customer.

(3) Except as provided in Rule 902(b) below, increments for Voice RFQs are the same as 

those set forth in section (b) of Appendix 2 to Rule 901.

(b) RFQs for Outright Spreadovers

(1) Initiations of Outright Spreadovers may be in increments of 1/8 of a basis point.

(2) Responses to an Initiation for an Outright Spreadover in a 1/8 of a basis point increment 

include any resting Bid/Offer in the Order Book.

(c) Interest Stack

(1) Upon the start of the trading day, Execution Specialists may canvass the market for 

Indications of Interest from Participants which may be used to identify potential Voice RFQ 

Initiators and Responders.

(i) Indications of Interest are announced to other Execution Specialists and 

maintained manually in an Interest Stack.

(ii) The order of the Interest Stack is based on price, time priority.

(2) Upon request by a Participant, an Execution Specialist may provide current Indications of 

Interest by stating the best prices among the Indications of Interest on the bid and offer 

side of the market for that instrument.

(d) RFQ Stack

(1) The RFQ Stack begins at the start of the first Voice RFQ of the trading day.

(2) Voice RFQ Initiations will be maintained in price, time priority per instrument.

(i) Except as provided in Rule 902(d)(2)(iii) below with respect to Initiations of Outright 

Spreadovers in 1/8 basis point increments (which are not also 1/4 basis point 

increments), Initiators will be placed at the top of an RFQ Stack if:

A. the Initiator traded the last best price in the most recent RFQ and indicates 

to the Execution Specialist that it wants to remain in the RFQ Stack; or

B. the Initiator initiates a new Voice RFQ that is better than any other current 

RFQ and any current Order Book price and that new Voice RFQ is 

available to the market for a minimum of 30 seconds without trading

(“Untraded Initiator”).

(ii) Responses to Voice RFQs may become new Initiations upon request of the 

Responder. Such new Initiations will be placed in the RFQ Stack.

(iii) Initiations of Outright Spreadovers in 1/8 basis point increments (which are not also 

1/4 basis point increments) will be placed at the top of the RFQ Stack only if the 

Initiator traded the last best price in the most recent RFQ and indicates to the 
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Execution Specialist that it wants to remain in the RFQ Stack; Untraded Initiators

of Outright Spreadovers in 1/8 basis point increments (which are not also 1/4 basis 

point increments) will not have any rights to be placed at the top of the RFQ Stack.

(e) Voice RFQ Initiation

(1) An Initiator may initiate a Voice RFQ by contacting an Execution Specialist.

(2) Initiation of a Voice RFQ begins when the Initiator identifies the desired instrument and can 

include the direction, price, and/or size. RFQs that are initiated by an Intermediary must 

also provide the Customer identity to the Execution Specialist (this is not disclosed in a 

Non-Directed RFQ).

(i) If requested by a Participant, an Execution Specialist may assist a Participant in 

arriving at an initiation price by referencing the last transaction rate, indicating the 

mid-price of the current RFQs, referencing the prices of correlated tenors, and 

referencing recent transactions from other SEFs posted by the SDR.

(ii) A SEF Execution Specialist shall not amend, enter or cancel any Initiation unless 

instructed by the Participant. Participants may instruct Execution Specialists to 

amend, enter or cancel any Initiation by contacting the Execution Specialist via 

IGDL’s recorded telephone lines or electronic instant messaging communications.

(3) Initiations are entered into the Facility’s internal Voice RFQ tool.

(i) When required, pre-trade limit checks must be conducted prior to entry of the 

Initiation details into the Voice RFQ tool and prior to announcement of the details 

to other Execution Specialists.

(4) The Execution Specialist must announce the details of the Voice RFQ to other Execution 

Specialists who in turn contact all Voice RFQ Participants in a Non-Directed Voice RFQ 

unless the Voice RFQ Participant has requested that initiations of a certain contract, size, 

or price be withheld.

(5) Indications of Interest in the Interest Stack will be used as potential responses after the 

Initiation has been announced to the vRFQ Participants.

(6) Initiations in the RFQ Stack on the opposite side of a new Voice RFQ will receive priority 

in Responding to all Initiations subsequent to the first Voice RFQ of the trading day. Such 

priority expires after approximately 5 seconds.

(i) Prices in the Order Book at or better than the Initiation price will be included in the 

RFQ Stack of potential Responders.

(f) Voice RFQ Responses

(1) Responders must provide the Execution Specialist the price and size of the Bid/Offer if 

above or below the assumed market size as described in Rule 902 within approximately 5 

seconds of communication of the Initiation.

(i) Bids/Offers are provided by the Execution Specialist to the Initiator in price, time 

priority.

A. Along with the first response, any resting Bids/Offers in the Order Book 

must be communicated to the Initiator.
110

B. Only the price is communicated to the Initiator unless otherwise instructed 

by the Responder.

(ii) A SEF Execution Specialist shall not amend, enter or cancel any Response unless 

instructed by the Participant. Participants may instruct Execution Specialists to 

amend, enter or cancel any Response by contacting the Execution Specialist via 

IGDL’s recorded telephone lines or electronic instant messaging communications.

(2) The Initiator has approximately 5 seconds to accept or reject each Response provided 

upon communication of such Response.

(g) Acceptance of Bid/Offer

(1) If, prior to the expiration of the time period described in Rule 902(f)(2), the Initiator accepts 

a Bid/Offer, the details of the Bid/Offer are entered into the internal Voice RFQ tool.

(i) If required, a pre-trade limit check will be conducted on the Response prior to entry 

into the vRFQ Tool and Execution.

(2) The trade will be immediately reported to the SDR. Execution Specialists may not disclose 

the details of a transaction until the trade is sent to the SDR. Execution Specialists shall 

not disclose the identities of the counterparties to a trade to any other Participant at any 

time.

(3) If there is only one Initiator and one Responder at the chosen price, that Initiator and 

Responder may trade the entire amount provided by the Responder (see Rule 902(f)(1)).

(4) Stack Rules. If there are multiple Participants on either side of the market interested in 

trading at the chosen price, the initial transaction between Initiator and Responder may be 

for the double the Voice RFQ market size as listed in Appendix A to this Chapter 9. Each 

other Participant in the RFQ Stack will be eligible for a transaction at the Voice RFQ market 

size as listed in Appendix A in accordance with this Rule 902(g)(4) and Rule 902(d).

(i) If the Responder does not provide a size but post-execution of the market size 

indicates a desire to continue trading beyond the Tranche size (where the Initiator’s 

interest has been exhausted), the Responder may initiate a new RFQ that is 

announced to the market. The announcement of the new Voice RFQ ends the 

initial Voice RFQ.

(ii) Unless the Responder indicates a desire to continue trading an additional amount 

beyond the initial Tranche as described in Rule 902(g)(4)(i), the order of the RFQ 

Stack will be followed with the Execution Specialist confirming that each Participant 

remains interested in trading at that price. A Responder may indicate a desire to 

continue trading by communicating a desire to “pay on” or “sell on” to the Execution 

Specialist. The Execution Specialist will then announce to the market that the 

Participant has indicated a desire to continue trading at that level.

(iii) The Initiator of the Voice RFQ receives priority to trade one more Tranche(s) 

offered by the Responder at the top of the RFQ stack. Subsequent trades in the 

work-up will be in individual Tranches through the voice RFQ stack until interest at 

that price level is exhausted.

(iv) Any Order Book Bid/Offer incorporated in the RFQ Stack in time priority will be 

filled in its entirety before another Responder is offered a Tranche.
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(v) All trades are entered into the vRFQ tool, with the exception of those executed on 

the Order Book, and reported to the SDR.

(vi) If there is any remaining unfilled interest, that Participant can request that the 

Execution Specialist initiate a new Voice RFQ and enter the Initiation into the RFQ 

Stack.

(h) Rejection of a Bid/Offer

(1) If after the expiration of the time period described in Rule 902(f)(2), there is no acceptance 

from the Initiator or Responses are rejected, the Responses can, with the agreement of 

the Responder, become an Initiation of a Voice RFQ and be announced to the market.

(2) If there are no remaining Initiations, then the Interest Stack is used as a guide to the 

potential market prices.

(3) Counter requests by the Initiator are considered rejections of the Responses and new RFQ 

Initiations.
112

Rule 903 GTN System Protocol

Glossary

Access Details The non-transferable, confidential personal user 

identifiers and all passwords issued by IGDL to 

each Authorised Trader.

Authorised Trader Desk A group of Authorised Traders belonging to a 

single desk and sharing a common set of 

Contracts trading permissions. Orders are 

received at the common desk and serviced by 

the Authorised Traders belonging to such desk. 

Authorised Traders can only belong to one desk.

Erroneous Bids/Offers Any Bid/Offer which does not meet the 

requirements set out in this System Protocol.

GTN An Order Book offered by IGDL for trading 

certain Swaps.

System GTN

System Supervisor The market support team of GTN.

Trading Engine The System matching engine.

(a) General Rules

(1) This GTN System Protocol is part of the Facility Rulebook. In the event of a conflict 

between this GTN System Protocol and the Facility Rulebook, this System Protocol shall 

take precedence. All capitalised terms not otherwise defined in this System Protocol shall 

have the meanings ascribed to them in the Facility Rulebook.

(2) The System offers an electronic central limit order book for certain Swaps listed for trading

by the Facility, as specified in Appendix 1 hereto. IGDL may at any time expand or alter 

the Swaps offered for trading on the System pursuant to Commission Regulations.

(3) The System shall disclose the identities of the Participant to the counterparty after the trade 

has been executed.

(b) Participation

(1) In addition to the requirements set forth elsewhere in the Facility Rulebook, Participants 

must meet the following eligibility criteria:

(i) Participant has in place adequate measures and arrangements to prevent the 

submission of Erroneous Bids/Offers to the System.

(2) Participant’s Authorised Traders will be deemed eligible to trade all Swaps offered for 

trading on the System unless the Participant specifies otherwise.

(c) Access Method

(1) (1) Participant shall call or email IGDL SEF Execution Specialists to access the GTN 

order book at the following:

(i) Email should be addressed to SEFExecution.Specialists@us.icap.com;

(ii) Calls should be addressed to +1 (212) 341-9113.
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(d) Trading Calendar and Hours of Operation

(1) Participant shall not enter Bids/Offers into the System outside of the hours of operation of 

the System as stated by IGDL. Any such Bids/Offers will be invalid and any resultant trades 

treated as Error trades.

(2) For Contracts that are not also available to trade via i-Swap, the trading hours for the 

System are Sunday 3:00 PM EST to Friday 5:30 PM EST. The System is closed for trading 

on holidays determined and notified by IGDL.

(3) For Contracts that are also available to trade via i-Swap, the trading hours for the System 

are 5:30 PM New York Local Time – 2:30 AM London Local Time. The System is open for

trading any day other than a Friday, Saturday or any holiday determined and notified by 

IGDL. The System opens at 3:00 PM EST on Sundays.

(e) Orders – Registration of Orders

(1) Each Bid/Offer must specify the Bid/Offer duration.

(2) Participants may enter Bids/Offers by telephoning or emailing a SEF Execution Specialist. 

The SEF Execution Specialist shall enter any Bid/Offer into the System in time priority as 

soon as reasonably practicable after the Bid/Offer is received.

(3) The SEF Execution Specialist shall not amend, enter or cancel any Bids/Offers on the 

System unless instructed by the Participant. Participants may instruct Execution 

Specialists to amend, enter or cancel any Bid/Offer by contacting the Execution Specialist 

via IGDL’s recorded telephone lines or email.

(4) Once a Participant is admitted to the SEF to trade Contracts, all Bids/Offers in respect of 

Contracts available to trade via the System will be made visible to the Participant, subject 

to the restrictions outlined in Appendix 2. All Bids/Offers that are visible to the Participant 

will be displayed on an anonymous basis to other Participants.

(5) If a Bid/Offer is resting at the System’s close, a SEF Execution Specialist will cancel the 

Bid/Offer.

(6) Participants must provide their existing counterparty credit relationships to a SEF 

Execution Specialist for an uncleared instrument prior to registration of a Bid/Offer.

(f) System Functionality

(1) Bids/Offers

(i) All Bids/Offers are automatically matched according to price/time priority.

(ii) Bids/Offers are always matched at the price limit of the submitted Bid/Offer, or 

better.

(iii) All Bids/Offers are firm. Incoming Bids/Offers are always matched at the best 

available price.

(2) Bid/Offer Types & Conditions

(i) The System supports limit Bids/Offers only.
114

(ii) Details of Bid/Order types, conditions, duration and management are found in 

Appendix 2 to this System Protocol.
115

Appendix 1

Contracts Offered for Trading on GTN

U.S. Dollar Interest Rate Swaps

• USD Interest Rate Swaps (Semi-bond, Annual, IMM) (and combined strategies) and USD 

spreadover instruments (and combined strategies), provided that any such instruments 

which are listed on i-Swap are not listed on GTN during i-Swap hours.

GBP Interest Rate Swaps

Euro Interest Rate Swaps
116

Appendix 2

Bid/Offer Types and GTN Configuration

(a) Stacked Order Book:

(1) The System supports a stacked Order Book. If there are multiple Bids/Offers at the same 

price point on one side (e.g., 5 orders for 100m each) then when aggressed for the full 

amount (e.g., 500), each Bid/Offer on the passive side will trade.

(b) Other Bid/Offer Types

(1) Time attributes:

(i) Good Till Cancel
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Rule 904 Pre-Arranged Crossing System Protocol

Glossary

Access Details The non-transferable, confidential personal user 

identifiers and all passwords issued by the SEF 

to each Authorised Trader.

Erroneous Bids/Offers Any Bid/Offer which does not meet the 

requirements set out in this System Protocol.

System Pre-Arranged Crossing platform

System Supervisor The market support team of the System.

(a) General Rules

(1) This Pre-Arranged Crossing System Protocol is part of the Facility Rulebook. In the event 

of a conflict between this System Protocol and the Facility Rulebook, this System Protocol 

shall take precedence. All capitalized terms not otherwise defined in this System Protocol 

shall have the meanings ascribed to them in the Facility Rulebook.

(2) The System offers a Pre-Arranged Cross platform for all Permitted Transactions listed by 

the Facility. IGDL may at any time expand or alter the Contracts offered for trading on the 

System pursuant to Commission Regulations.

(b) Participation

(1) In addition to the requirements set forth elsewhere in the Facility Rulebook, Participants 

must meet the following eligibility criteria:

(i) Participant has in place adequate measures and arrangements to prevent the 

submission of Erroneous Bids/Offers to the System.

(2) All of a Participant’s Authorised Traders will be deemed eligible to trade all Contracts 

offered for trading on the System unless the Participant specifies otherwise.

(c) Access Method

(1) Participant shall call or email Execution Specialists to access the Pre-Arranged Cross 

platform via IGDL’s recorded telephone lines or email at the following:

(i) Email should be addressed to SEFExecution.Specialists@us.icap.com;

(ii) Calls should be addressed to +1 (212) 341-9113.

(2) Electronic access to the System by Participants is also available upon request and will be 

granted on an impartial basis.

(d) Trading Calendar and Hours of Operation

(1) No Execution Specialist or Participant (if such Participant has been granted direct 

electronic access to the System) shall enter Bids/Offers into the System outside of the 

hours of operation of the System as set forth below. Any such Bids/Offers will be Erroneous 

Bids/Offers and any resultant trades treated as error trades.
118

(2) The trading hours for the System are Sunday 3:00 PM ET to Friday 5:30 PM ET. The 

System is closed for trading on holidays determined and on such other days as notified by 

the SEF.

(e) Orders – Registration of Orders

(1) Participants may enter Bids/Offers via the Access Methods set forth above. The SEF 

Execution Specialist shall enter any Bid/Offer into the System in time priority as soon as 

reasonably practicable after the Bid/Offer is received.

(2) The SEF Execution Specialist shall not amend, enter or cancel any Bids/Offers on the 

System unless instructed by the Participant. Participants may instruct Execution 

Specialists to amend, enter or cancel any Bid/Offer by contacting the Execution Specialist 

via IGDL’s recorded telephone lines or email.

(3) Once a Participant is admitted to the SEF to trade Contracts, all Bids/Offers in respect of 

Contracts available to trade via the System will be made visible to the Participant. 

However, Participants may customize their screen to limit the Bids/Offers they view to only 

those Contracts they have selected. All Bids/Offers that are visible to the Participant will 

be displayed on an anonymous basis to other Participants.

(f) System Functionality

(1) Bids/Offers

(i) All Bids/Offers are matched once both orders have been inputted into the System.
119

Appendix A to Chapter 9

ICAP Global Derivatives Limited

Appendix A - Voice RFQ and Order Book Size

I. Voice RFQ

Market Size

All Contracts other than Butterflies Butterflies Only

Tenor USD (m) Tenor USD (m)

1y NA 1y 500

2y 200 2y 250

3y 150 3y 150

4y 100 4y 100

5y 100 5y 100

6y 85 6y 85

7y 75 7y 75

8y 75 8y 75

9y 50 9y 50

10y 50 10y 50

12y 50 12y 50

15y 50 15y 50

20y 50 20y 50

25y 25 25y 25

30y 25 30y 25

Note: Tenor for a Butterfly is determined by 

subtracting the first leg from the second leg of the 

Butterfly (i.e. the first wing from the body).

Minimum Sizes

All Instruments

Instruments are set to a minimum of $5m including each leg of an instrument.

II. Order Book

Minimum Sizes

Outrights and Spread-Overs

USD instruments are set to the weighted value of $200m 1 year equivalent notional.

Strategies

Spreads and Switches are set to the far leg’s outright level.

Butterflies are set the same as two times body’s outright level.

Certain Strategies with a leg that is below 5m have their minimum size adjusted to ensure no leg is below this 

amount.

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132

ANNEX 2 Reporting Counterparty Rules

Relevant Portions of Reporting Counterparty Rules

(a) The ISDA Reporting Party Rules are set forth below by asset class:

(1) Credit:

(i) Where both parties are the same hierarchy level (e.g., Major Swap Participant vs. 

Major Swap Participant, Swap Dealer vs. Swap Dealer, or non‐ Swap Dealer/Major 

Swap Participant vs. non‐ Swap Dealer/Major Swap Participant), the reporting 

counterparty is the floating rate payer (a/k/a ‘seller’). For swaptions, the reporting 

counterparty is the floating rate payer of the underlying swap.

(ii) For real time reporting of step‐in novations, the reporting counterparty should be 

determined between the transferor and transferee based on the above and the 

position of the transferee. So, if both parties are of the same classification and the 

transferee is the seller (floating rate payer) in the novated transaction, the 

transferee is the reporting counterparty. If the transferee is the buyer (fixed rate 

payer), then the transferor is the reporting counterparty.

(iii) For novated transactions, the reporting counterparty should be reassessed 

between the transferee and remaining party based on the above.

(2) Rates:

(i) Product Attribute Determination

Reporting counterparty Tiebreaker Logic – Rates

Trade Type Explanation Reporting Party

Cap/Floor When a single Fixed Rate Payer 

exists

Fixed Rate Payer. Otherwise, Reverse ASCII sort, first 

LEI/pre-LEI

Debt Option All Option Buyer

Exotic1 All Reverse ASCII sort, first LEI/ pre-LEI

FRA All Fixed Rate Payer

IRS Basis All Reverse ASCII sort, first LEI/pre-LEI

IRS Fix‐Fix All Reverse ASCII sort, first LEI/pre-LEI

IRS Fix‐Float All Fixed Rate Payer

IRSwap: Inflation When a single Fixed Rate Payer 

exists

Fixed Rate Payer. Otherwise, Reverse ASCII sort, first 

LEI/pre-LEI

IRSwap: OIS All Fixed Rate Payer

Swaption All Option Buyer

XCCY Basis All Reverse ASCII sort, first LEI/pre-LEI

XCCY Fix‐Fix All Reverse ASCII sort, first LEI/pre-LEI

XCCY Fix‐Float All Fixed Rate Payer

(ii) Tiebreaker Logic: When the LEI/pre-LEI tiebreaker is invoked the following 

processes will be used:

A. Identifier Tiebreaker Logic Scenarios

 1 Cancellable Swaps are categorized as “Exotic” in line with the work completed in partnership with several 

supervisory authorities in March 2010 - G14 firms committed to drive a high level of product, processing 

and legal standardization in each asset class with a goal of securing operational efficiency, and mitigating 

operational risk. The resulting standardization documents are located on ISDA’s website at

http://www2.isda.org/attachment/Mzk3Mg==/Standardization%20Legend%20for%20Rates%20Final.pdf.
133

(aa) When only one firm has an LEI/pre-LEI then the party with the 

LEI/pre-LEI is the reporting counterparty.

(bb) When both firms have an LEI/pre-LEI then determine based on 

comparison of the two LEI/pre-LEIs in accordance with the below.

B. Determining sort order of identifiers

(aa) LEI/pre-LEI are comprised of characters from the following set {0-

9, A-Z}.

(bb) For avoidance of doubt, before comparing IDs convert all IDs to 

UPPER CASE only.

(cc) For comparison basis the sort order will be reverse ASCII sort 

order. For avoidance of doubt the following are sort order of 

precedence:

i. Z, Y, X, W, V, U, T, S, R, Q, P, O, N, M, L, K, J, I, H, G, F, 

E, D, C, B, A, 9, 8, 7, 6, 5, 4, 3, 2, 1, 0.

C. When comparing two IDs the reporting counterparty will be the firm with 

the first ID in the list when sorted in reverse ASCII sort order.

(3) Equity: When both parties are of the same hierarchy level, the reporting counterparty will 

be the:

(i) Seller of performance on any product in the current version of the OTC Derivatives 

Products Taxonomies published by ISDA, which is attached as Attachment 1 to 

this Annex 1 (the “Taxonomy”).

(ii) Seller of product on all other (exotic) products in the Taxonomy.

(iii) If seller cannot be identified the fall back would be for the parties to agree amongst 

themselves.

(iv) For portfolio swaps agreements (PSA’s) the seller will remain the seller regardless 

of the underlying’s performance.

For the avoidance of doubt, if the trade is confirmed via negative affirmation, the provider 

of the negative affirmation agreement is the reporting counterparty.

(4) Commodities

(i) A seller convention applies if the executed trade is one of the trade types 

enumerated in the table below. Otherwise, the LEIs of the parties should be 

compared in standard ASCII order and the party with the first ID in the list will be 

the reporting counterparty.
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reporting counterparty Tiebreaker Logic –Commodities

Trade Type Explanation Reporting Party

Fixed Floating 

Swap

Seller of the Fixed leg = Reporting Party Fixed leg seller (Receiver of Cash on the fixed leg)

Option Receiver of premium payment or Option 

writer

Seller

Swaption Receiver of premium payment or swaption

writer

Seller

Option Strategies 

(Collars, 

Corridors, 

Multi-leg)

Premium receiver is the Seller = Reporting 

Party

Premium Receiver

If no premium, go to alpha convention Go to alpha convention

For trade types not listed above

Seller convention 

with

Alpha

Any trade that falls outside of that list will have the alphanumer ic ASCII convent ion applied based on the 

LEI. The LEI selected as the reporting counterparty will be the LEI at the top of that sort order. As an 

example, ASCII is the same sort logic that MS Excel applies.

(5) FX

(i) When asset class tie‐breaker logic needs to be applied:

A. For cash trades: The reporting counterparty is the counterparty selling the 

currency that occurs first in the 26‐letter English alphabet.

B. For options: The reporting counterparty is the seller of the option.

Reporting counterparty Tie Breaker Logic - FX

Taxonomy Rule Comment

Forward FX Cash Rule For FX Swaps, the Reporting Party of both legs of the swap would

be determined by applying the Cash Rule to the far-leg of the Swap

NDF FX Cash Rule n/a

Option Option Seller Rule n/a

NDO Option Seller Rule n/a

Simple Exotic Option Seller Rule n/a

Complex Exotic See comment For a complex exotic product where there is an unambiguous seller 

of the product, then Option Seller Rule would apply. The seller 

determination would be driven by the seller as agreed in the 

standard FpML representation of the product. IF there is no clear 

seller, then the FX Cash Rule would apply.

For more information see:

http://www.gfma.org/uploadedfiles/initiatives/foreign_exchange_(fx)/determiningreportingpartyunderdoddfrank.pdf
135

Attachment 1

ISDA OTC Derivatives Products Taxonomies (UPI) (Updated 14 February 2018)
136

# Former Version Change Version Tab Old Ref # New Ref # Asset Class Base Product Sub-Product Transaction Type Details of change

1 2012-03-01 2012-10-22 Introduction Publication date updated 

2 2012-03-01 2012-10-22 Credit Full Taxonomy 37 Credit Single Name Muni StandardUS Municipal Full Faith And Credit New addition

3 2012-03-01 2012-10-22 Credit Full Taxonomy 38 Credit Single Name Muni StandardUS Municipal General Fund New addition

4 2012-03-01 2012-10-22 Credit Full Taxonomy 39 Credit Single Name Muni StandardUS Municipal Revenue New addition

5 2012-03-01 2012-10-22 Credit Full Taxonomy 55 Credit Single Name ABS CMBS Removed

6 2012-03-01 2012-10-22 Credit Full Taxonomy 56 Credit Single Name ABS European CMBS Removed

7 2012-03-01 2012-10-22 Credit Full Taxonomy 57 Credit Single Name ABS European RMBS Removed

8 2012-03-01 2012-10-22 Credit Full Taxonomy 58 Credit Single Name ABS RMBS Removed

9 2012-03-01 2012-10-22 Credit Full Taxonomy 58 Credit Single Name ABS MBS New addition

10 2012-03-01 2012-10-22 Credit Full Taxonomy 59 Credit Single Name ABS European MBS New addition

11 2012-03-01 2012-10-22 Credit Full Taxonomy 59 Credit Index Tranche CDX CDX Emerging Markets Diversified Tranche Removed

12 2012-03-01 2012-10-22 Credit Full Taxonomy 67 Credit Index Tranche MCDX MCDX Tranche New addition

13 2012-03-01 2012-10-22 Credit Full Taxonomy 107 Credit Swaptions MCDX MCDX Swaption New addition

14 2012-03-01 2012-10-22 Credit Full Taxonomy 113 Credit Exotic Structured CDS Index Contingent CDS New addition

15 2012-03-01 2012-10-22 Credit Full Taxonomy 112 Credit Exotic Structured CDS Long form Bespoke Removed

16 2012-03-01 2012-10-22 Credit Full Taxonomy 113 Credit Exotic Structured CDS Standard Terms Bespoke Removed

17 2012-03-01 2012-10-22 Credit Full Taxonomy 112 Credit Exotic Structured CDS Bespoke Tranche New addition

18 2012-03-01 2012-10-22 Equity Taxonomy Full 34 Equity Other New addition

19 2012-10-22 2014-09-22 Introduction Publication date updated 

20 2012-10-22 2014-09-22 Credit Taxonomy Credit New addition: Index of SP

21 2012-10-22 2014-09-22 Credit Full Taxonomy 100 Credit Index SP New addition

22 2014-09-22 2014-10-22 Introduction Publication date updated

23 2014-09-22 2014-10-22 Interest Rate Taxonomy Rates Forward Debt New addition

24 2014-09-22 2014-10-22 Interest Rate Full Taxonomy n/a 13 Rates Forward Debt New addition

25 2014-09-22 2014-10-22 Interest Rate Full Taxonomy 13 14 Rates Exotic Change of numbering to retain Interest:Exotic in last position of taxonomy

26 2014-10-22 2014-12-23 Introduction Publication date updated

27 2014-10-22 2014-12-23 Credit Taxonomy Credit Total Return Swap Index iBoxx New addition

28 2014-10-22 2014-12-23 Credit Full Taxonomy 102 Credit Total Return Swap Index iBoxx New addition

29 2014-12-23 2017-12-04 All pages Specify as v1.0 throughout.

30 2014-12-23 2018-02-14 Introduction Add reason that v1.0 and v2.0 both finalized; Summarize use and purpose for each.

ISDA OTC Derivatives Taxonomy - v1.0* Change Log

*Taxonomy v1.0 values can still be used for regulatory reporting. 

Taxonomy v2.0 values are used as an input to identify product classification when requesting an ISIN from the ANNA DSB ISIN system.
137
138

Base 

Product Index

Total Return 

Swap

Total Return 

Swap Index Index Tranche Exotic Single Name Swaptions

CDX iBoxx CDX Corporate ref ob only ABS CDX

LCDX LCDX Structured CDS Corporate Corporate

MCDX CDX Structured Tranche Other Loans iTraxx

iTraxx iTraxx Muni Muni

ABX iTraxx Structured Tranche Recovery CDS Sovereign

CMBX ABX Sovereign MCDX

IOS MCDX

MBX

PO

PrimeX

TRX

SP

For Transaction types 'under' sub-products- see CDS Full Taxonomy

The 'Other' sub-product under the Exotic base product represents any transaction type that does not fall into existing base/sub-product/transaction types

Credit Taxonomy v1.0*

Sub-product

*Taxonomy v1.0 values can still be used for regulatory reporting. 

Taxonomy v2.0 values are used as an input to identify product classification when requesting an ISIN from the ANNA DSB ISIN system.
139
140
141
142

Base 

Product IR Swap FRA Cap Floor Cross Currency Option Forward Exotic

Fixed Float Basis Debt Option Debt

Fixed Fixed Fixed Float Swaption

Basis Fixed Fixed

Inflation

OIS

Basis swaps are considered Float/Float

Interest Rate Taxonomy v1.0*

Sub-product

*Taxonomy v1.0 values can still be used for regulatory reporting. 

Taxonomy v2.0 values are used as an input to identify product classification when requesting an ISIN from the ANNA DSB ISIN system.
143
144

Base Product Metals Agriculture

Multi 

Commodity 

Exotic

Sub-product Precious Oil Swap Grains Oilseeds Weather Spot Fwd

Transaction Type Spot Fwd Spot Fwd Cash Spot Fwd Swap Physical

Settlement Type Physical Physical Option Physical Cash Swap

Swap Swap Cash Swap Option Cash

Cash Cash Exotic Cash Cash Option

Option Option Option Loan Lease Cash

Cash Cash Cash Cash Physical

Physical Physical Physical Exotic Loan Lease

Loan Lease Loan Lease Loan Lease Emissions Cash

Cash Cash Cash Spot Fwd Physical

Physical Physical Physical Physical Exotic

Exotic Exotic Exotic Swap

Non-precious Nat Gas Dairy Cash

Spot Fwd Spot Fwd Spot Fwd Option

Physical Physical Physical Cash

Swap Swap Swap Physical

Cash Cash Cash Loan Lease

Option Option Option Cash

Cash Cash Cash Physical

Physical Physical Physical Exotic

Loan Lease Natural Gas Transport Loan Lease

Cash Loan Lease Cash

Physical Cash Physical

Exotic Physical Exotic

Exotic Livestock

Coal Spot Fwd

Spot Fwd Physical

Physical Swap

Swap Cash

Cash Option

Option Cash

Cash Physical

Physical Loan Lease

Loan Lease Cash

Cash Physical

Physical Exotic

Exotic Forestry

Elec Spot Fwd

Spot Fwd Physical

Physical Swap

Swap Cash

Cash Option

Option Cash

Cash Physical

Physical Loan Lease

Loan Lease Cash

Cash Physical

Physical Exotic

Exotic Softs

Inter Energy Spot Fwd

Spot Fwd Physical

Physical Swap

Swap Cash

Cash Option

Option Cash

Cash Physical

Physical Loan Lease

Loan Lease Cash

Cash Physical

Physical Exotic

Exotic

*Taxonomy v1.0 values can still be used for regulatory reporting. 

Taxonomy v2.0 values are used as an input to identify product classification when requesting an ISIN from the ANNA DSB ISIN system.

-Commodity derivatives distinguishes its businesses by the products more so than by the instruments. There are nuances specific to the products based on how they trade, their units of measure, and confirm 

standardization to name a few.

-Quarterly Trend Reporting to regulators is broken down into buckets of Energy, Metals and Other. This is consistent with monthly metric Reporting to the Federal Reserve. Volumes with counterparts vs Cleared, 

percentage of business electronically eligible vs electronically confirmed, and vendor adoption for electronic matching are all areas where there are significant differences between the products.

-For the first phase of the Commodity Trade Repository commitment it was decided that financial oil would be a good product to initiate the Repository. Later phases would bring in other products of increasing 

complexity. This further bolsters the argument that the Commodity Dealers and Non-Dealers look at the business from a product as opposed to an instrument perspective.

Commodity Taxonomy v1.0*

Energy Index Environmental Freight
145
146
147
148

Base 

Product Spot NDF NDO Forward Vanilla Option Simple Exotic Complex Exotic

Barrier

Digital

NDO: Only European Style Options are NDO and not any other FX Options which are settled in a non-deliverable currency

Vanilla Option: European and American Style would be classified as Vanilla - without any feature like Forward Starting Strike or Performance payout. 

The Digital sub-product is synonymous with Binary

Foreign Exchange Taxonomy v1.0*

Sub-product

*Taxonomy v1.0 values can still be used for regulatory reporting. 

Taxonomy v2.0 values are used as an input to identify product classification when requesting an ISIN from the ANNA DSB ISIN system.
149

# Asset Class Base Product Sub-Product 

1 Foreign Exchange Spot

2 Foreign Exchange NDF

3 Foreign Exchange NDO

4 Foreign Exchange Forward

5 Foreign Exchange Vanilla Option

6 Foreign Exchange Simple Exotic Barrier

7 Foreign Exchange Simple Exotic Digital

8 Foreign Exchange Complex Exotic

NDO: Only European Style Options are NDO and not any other FX Options which are settled in a non-deliverable currency

Vanilla Option: European and American Style would be classified as Vanilla - without any feature like Forward Starting Strike or Performance payout. 

The Digital sub-product is synonymous with Binary

Foreign Exchange Taxonomy v1.0*

*Taxonomy v1.0 values can still be used for regulatory reporting. 

Taxonomy v2.0 values are used as an input to identify product classification when requesting an ISIN from the ANNA DSB ISIN system.
150
151
152

ISDA OTC Derivatives Taxonomy v1.0*

Base Product

Swap Portfolio Swap Contract For Difference Option Forward Others (structured/exotic)

2004 US, 2009 US, 2007 EUR, 2009 EUR, 2008 Asia exc-Japan, 2009 Pan Asia N/A N/A 2004 US, 2009 US, 2007 EUR, 2005 Asia -exc Japan, 2008 Asia exc-Japan, 2005 Japan, 2008 Japan N/A

2004 US, 2009 US, 2007 EUR, 2009 EUR, 2009 Pan Asia N/A N/A 2004 US, 2009 US, 2007 EUR, 2005 Asia -exc Japan, 2008 Asia exc-Japan, 2005 Japan, 2008 Japan, 2010 EMEA EM N/A

2004 US N/A N/A N/A N/A

N/A N/A

2008 Japan N/A

N/A N/A

2007 US, 2007 European, 2006 Japan, 2007 Asia exc-Japan 2007 European Variance Option Appendix

2007 US, 2007 European, 2006 Japan, 2007 Asia exc-Japan 2007 European Variance Option Appendix

N/A N/A

N/A N/A

N/A N/A

N/A N/A

Parameter Return Variance

Parameter Return Volatility

The Price Return Basic Performance Sub-product includes instruments such as vanilla options, 1-Delta, EFS, TRS etc

The Other Sub-product includes structured and exotic

Taxonomy v1.0 values can still be used for regulatory reporting. 

Taxonomy v2.0 values are used as an input to identify product classification when requesting an ISIN from the ANNA DSB ISIN system.

Note: Not all firms can identify all categories currently

Equity MCAs

Sub Product

Underlying Asset Price Return - 

Basic Performance Features (*) 

Parameter Return Dividend

N/A

ACTIVE 223637714
Division of Market Oversight

Commodity Futures Trading Commission

March 24, 2020

Exhibit C

Marked Rulebook (exclusive of Governance Policy)
ICAP GLOBAL DERIVATIVES LIMITED

Facility Rulebook

Version 4.44.5

March 1April 7, 20192020

© Copyright 20192020 ICAP GLOBAL DERIVATIVES LIMITED
All Rights Reserved.

2
FACILITY RULEBOOK

TABLE OF CONTENTS PAGE

DEFINITIONS 1

GENERAL 10

CHAPTER 1 MARKET GOVERNANCE 11

MARKET GOVERNANCE 11

Rule 101 Board of Directors and Officers 11

Rule 102 Limitation of Liability 11

Rule 103 Confidentiality 12

Rule 104 Emergency Action 13

Rule 105 Suspension of Trading 16

Rule 106 Risk Controls for Trading 16

Rule 107 Conflicts of Interest 16

Rule 108 Market Data 17

Rule 109 Intellectual Property 18

CHAPTER 2 TRADING PRIVILEGES 20

TRADING PRIVILEGES 20

Rule 201 Trading Privilege Holders 20

Rule 202 Authorised Traders and Authorised Trading Firms 22

Rule 203 Financial Integrity 25

Rule 204 Clearing 2526

Rule 205 Application for and Grant of Trading Privileges 29

Rule 206 Participant and Customer Obligations; Suspension or Termination of Access 3130

Rule 207 Customers 3231

Rule 208 Recordkeeping 3331

Rule 209 Communications of IGDL with Participants 3533

Rule 210 Required Disclosures to IGDL 3534

Rule 211 Dues, Fees and Expenses 3635

Rule 212 Market Maker Programs 3735

Rule 213 Independent Software Vendors 3736

Rule 214 Access Denial Actions 37

Rule 214215 Withdrawal of Participant 38

CHAPTER 3 TRADING PROCEDURES 40

TRADING PROCEDURES 40

Rule 301 Trading Sessions 40

Rule 302 Information about, and access to, IGDL’s Order Book 40

Rule 303 Algorithmic Trading 40

Rule 304Required Transactions 41

Rule 305 Permitted Transactions 41

Rule 306 Execution Methods for Required Transactions 42

Rule 307 Work Up 44

Rule 308 Acceptable Bids and Offers 44

Rule 309 Block Trades 44

Rule 310 Reporting and Data Collection 46

Rule 311 Bid/Offer Cancellation 48

Rule 312 [Reserved] 48

Rule 313 Enforceability of Transactions 48

Rule 314 Intermediated Transactions 49

Rule 315 Bunched Orders 50

Rule 316 IGDL Authority over Transactions 50

Rule 317 Reporting Counterparty 55

Rule 318 MiFID II Transaction Reporting 56

Rule 319 Bid/Offer to Trade Ratio 56

Rule 320 Trade Transparency 56
CHAPTER 4 TRADING STANDARDS 58

TRADING STANDARDS 58

Rule 401 Fraudulent Statements and Acts 58

Rule 402 Abusive Trading Practices 58

Rule 403 Good Faith Bids/Offers and RFQs 58

Rule 404 Pre-Execution Discussions and Pre-Arranged Transactions 58

Rule 405 Manipulation and Price Distortion 59

Rule 406 Disruptive Trading Practices 59

Rule 407 General Offences 60

Rule 408 Position Limits and Position Accountability 60

CHAPTER 5 RULE ENFORCEMENT 62

RULE ENFORCEMENT 62

Rule 501 Jurisdiction 62

Rule 502 Facility Market Regulation Staff Powers and Duties 62

Rule 503 The Review Panel 63

Rule 504 Notice of Charges 64

Rule 505 Answer; Request for Hearing; Failure to Answer or Deny Charges 64

Rule 506 Selection of Hearing Panel 65

Rule 507 Challenge to Members of the Hearing Panel 65

Rule 508 Hearing on Sanctions in the Event of Failure to Deny Charges; Failure to Request

Hearing Deemed Acceptance of Sanctions 65

Rule 509 Settlement Prior to Commencement of Hearing 66

Rule 510 Hearing Procedures 66

Rule 511 Written Decision of Hearing Panel 68

Rule 512 Liability for Expenses 69

Rule 513 Effective Date of Sanctions 69

Rule 514 Summary Suspension 69

Rule 515 Extension of Time Limits 70

Rule 516 Summary Fines 70

CHAPTER 6 72

CHAPTER 6 CONTRACTS TO BE TRADED 72

Rule 601 Listing Procedures 72

Rule 602 Swaps Not Readily Susceptible to Manipulation 72

CHAPTER 7 73

CHAPTER 7 GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION 73

Rule 701 Choice of Law 73

Rule 702 Disputes Among Trading Privilege Holders, Authorised Traders, Authorised Trading

Firms and Customers 73

Rule 703 Disputes with IGDL 73

CHAPTER 8 CONTRACT SPECIFICATIONS 74

CONTRACT SPECIFICATIONS 74

Rule 801 Interest Rate Swaps Products Descriptions 74

CHAPTER 9 SYSTEM PROTOCOLS 98

SYSTEM PROTOCOLS 98

Rule 901 i-Swap System Protocol 98

Appendix 1 – Contracts Offered for Trading on i-Swap 104

Appendix 2 – Bid/Offer Types and i-Swap Configuration 105

Rule 902 Voice RFQ System Protocol 107

Rule 903 GTN System Protocol 112

Rule 904 Pre-Arranged Crossing System Protocol 117

ii
DEFINITIONS

Except where the context requires otherwise, the following terms shall have the following meanings when

used in the Rules. Use of the singular shall include the plural and vice versa, unless the context requires

otherwise.

Act means the U.S. Commodity Exchange Act, as amended from time to time.

Affiliate means, with respect to any person, any other person who controls, is controlled by or is under

common control with such person.

Affirm means the process by which the counterparties to a Cleared Contract verify that they agree on the

details of the transaction after execution on the Facility 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,

and “Affirmations” shall be construed accordingly.

Affirmation Hub means a third-party service designated by IGDL to route Cleared Contracts to DCOs

and which may provide Participants with the opportunity to Affirm the Cleared Contracts.

Algo ID means a unique identifier issued for each Algorithm used by a Participant in connection with the

Facility.

Algorithm means a discrete series of steps for Algorithmic Trading, which is implemented using

software, hardware or a combination of them.

Algorithmic Trading shall have the meaning set forth in Article 4(1)(39) of MiFID II.

Answer shall have the meaning set forth in Rule 505(a).

API shall have the meaning set forth in Rule 901(e)(1)(ii).

Applicable Law means, with respect to any person, any statute, law, regulation, rule or ordinance of any

Governmental Authority applicable to such person, including but not limited to MiFID II, the FCA

Handbook, the Act and Commission Regulations.

Appropriate Minimum Block Size shall have the meaning set forth in Rule 309(a).

Authorised Algorithmic Trader means an Authorised Trader who undertakes Algorithmic Trading on

the Facility.

Authorised Trader means an individual designated as such by, and acting on behalf of, a Trading

Privilege Holder to enter Bids/Offers, issue and respond to RFQs, submit Pre-Arranged Crosses, submit

Block Trades, access a Trading Platform and execute transactions in Contracts.

Authorised Trading Firm means an entity designated as such by a Trading Privilege Holder to enter

Bids/Offers, issue and respond to RFQs, submit Pre-Arranged Crosses, submit Block Trades, access a

Trading Platform and execute transactions in Contracts either as an Intermediary for such Trading

Privilege Holder or as a Customer with DEA granted by such Trading Privilege Holder.

BASIC shall have the meaning set forth in Rule 205(f)Rule 214(c).

Bid/Offer means a bid or offer entered into a Trading Platform operated by IGDL or submitted to the

Facility in response to an RFQ.
Block Trade means a Swap transaction that is publicly reportable under Part 43 of the Commission

Regulations that:

(a) Involves a Swap that is listed on the Facility;

(b) Occurs away from the Facility and is executed pursuant to Rule 309;

(c) Has a notional or principal amount at or above the Appropriate Minimum Block Size; and

(d) Is reportedsubmitted to the Facility as provided in Rule 309.

Board means the Board of Directors of IGDL.

Breakage Agreement means an agreement or any other arrangement between the parties that provides

for the assessment of liability or payment of damages between the parties to a Cleared Contract in the

event that the Cleared Contract is rejected from clearing.

Business Day means any day on which a Contract is available for trading on the Facility.

Call Option means an Option whereby (i) the purchaser has the right, but not the obligation, to buy an

Underlying Interest, at the strike price specified; and (ii) the grantor has the obligation, upon exercise, to

enter into an Underlying Interest for delivery in such Delivery Month, at such strike price.

CF10 means the head of Compliance and Oversight (Controlled Function 10), or one duly authorised to

act with the authority of the CF10.

CFTC Package Transaction means a transaction executed on the Facility or subject to the Rules

involving two or more instruments: (i) that is executed between two or more parties that are Participants

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

simultaneous execution of all components; (iii) that has at least one component that is a Swap that has

been made available to trade pursuant to section 2(h)(8) of the Act; and (iv) where the execution of each

component is contingent upon the execution of all other components.

Chairman of the Board means the chairman of the Board.

Chief Compliance Officer means the Chief Compliance Officer of IGDL, or one duly authorised to act

with the authority of the Chief Compliance Officer.

Chief Executive Officer means the Chief Executive Officer of IGDL, or one duly authorised to act with

the authority of such officer.

Class means, with respect to any Swap, a Contract covering the same Underlying Interest.

Cleared Contract means any Contract that is listed for clearing by IGDL.

Clearing Firm means a clearing member of a DCO that is authorised pursuant to the rules of such DCO

to clear transactions in any or all Contracts.

Clearing Firm Representation shall have the meaning set forth in Rule 204(f).

Cleared Treasury Security means any U.S. Treasury Security cleared through the Fixed Income

Clearing Corporation.

CME means Chicago Mercantile Exchange Inc.

2
CME/LCH.Clearnet Spreads shall have the meaning set forth in Rule 801(1).

Commission means the U.S. Commodity Futures Trading Commission or any successor regulatory

body.

Commission Regulations means any rule, regulation, order, directive and any interpretation thereof

promulgated by the Commission, as amended.

Commodity shall have the same meaning as in the Act.

Commodity Interest shall have the meaning set forth in Commission Regulation 1.3.

Competent Authority means the authority, designated by each relevant Member State of the European

Union in accordance with Article 67 of MiFID II.

Compliance Function means the Chief Compliance Officer and CF10 together.

Confirmation shall have the same meaning as in Commission Regulation 45.1.

Confidential Information means all non-public information that is stated to be or that can reasonably

expected to be of a confidential or trade secret nature in any form obtained by a Participant from IGDL in

accessing or using the Systems, including, but not limited to, any processes, or proprietary data,

information or documents regarding the Systems, save to the extent that such information: (i) is already

in the public domain at the time of disclosure; (ii) enters the public domain other than by a breach of any

obligation of confidentiality; (iii) is required to be disclosed by reason of Applicable Law, provided that,

where permitted by Applicable Law, prior notice of such disclosure shall be provided to IGDL as soon as

practicable in order to permit IGDL to seek a protective order or take other appropriate action to

safeguard the Confidential Information; or (iv) is permitted to be disclosed pursuant to the Rules.

Contract means any Swap listed for trading on the Facility.

Covered CFTC Package Transaction means a “MAT/New Issuance Bond Package Transaction,”

“MAT/Futures Package Transactions,” “MAT/Non-MAT Uncleared Package Transaction,” a

“MAT/Non-Swap Instruments Package Transaction,” and a “MAT/Non-CFTC Swap Package

Transaction,” each as defined in NAL 17-55, expiring November 15, 2020.

CRD means Capital Requirements Directive (Directive 2013/36/EU).

Customer means any person (including another Trading Privilege Holder), or such person’s agent with

the legal ability to direct trading on behalf of such person, that transacts on the Facility through a

Participant acting as an Intermediary.

Customer Type Indicator Codes shall have the meaning set forth in Rule 208.

DCO means, with respect to any Swap, a derivatives clearing organisation authorised to clear such

Swap.

DEA means access to the Facility provided by a Trading Privilege Holder (including an Intermediary) to a

Customer permitting the Customer to transmit Bids/Offers electronically to the Trading Privilege Holder’s

systems for onward transmission to a Trading Platform utilising the Trading Privilege Holder’s trading ID.

Deferral means approval granted by a Competent Authority authorising deferred publication of PostTrade Data as provided for under Article 11 of MiFIR.

3
Delivery Month means, with respect to any Contract, the month in which delivery of an Underlying

Interest is to be made pursuant to the terms of such Contract.

Derived Information means Information that has been altered, enhanced, modified or from which

derivative information has been created.

Director means a member of the Board.

Directed Voice RFQ means a voice RFQ conducted in accordance with Rule 306(c)(2).

Direct Electronic Access or DEA means a Trading Privilege Holder (including an Intermediary)

permitting a Customer to transmit Bids/Offers electronically to the Trading Privilege Holder’s systems for

onward transmission to a Trading Platform utilising the Trading Privilege Holder’s trading identification.

DTCC means DTCC Data Repository (U.S.) LLC.

Eligible Contract Participant shall have the meaning set forth in Section 1a(18) of the Act and the

Commission Regulations thereunder.

Eligible Counterparty shall have the meaning set forth in the FCA Handbook.

Emergency shall have the meaning set forth in Rule 104(a).

Erroneously Cleared Transactions shall have the meaning set forth in Rule 316(i).

Error shall have the meaning set forth in Rule 316(h).

ESMA means the European Securities and Markets Authority.

Eurex means Eurex Clearing AG.

Expiration Day means the day on which an Option expires.

Execution Specialist means any personnel of IGDL responsible for assisting Participants with entering

Bids/Offers in the Order Book, issuing and responding to RFQs, executing Pre-Arranged Crosses,

executing and receiving reportssubmissions of Block Trades, accessing a Trading Platform and executing

Pre-Arranged Crossestransactions in Contracts.

Facility means the venue provided by IGDL for the execution of Contracts, as set out in this Facility

Rulebook.

Facility Subject Person means any person that has consented to the jurisdiction of the Facility and

agreed to be bound by and comply with the Rules pursuant to Rule 201(e).

FCA means the Financial Conduct Authority.

FICC Clearing Member means a clearing member of the Fixed Income Clearing Corporation’s

Government Securities Division.

FICC Clearing Member Representation shall have the meaning set forth in Rule 204(j).

Financial Entity shall have the meaning set forth in Section 2(h)(7)(C) of the Act.

Financial Instrument means those instruments specified in Section C Annex I of MiFID II.

4
Fine Notice shall have the meaning set forth in Rule 516(b).

Governance Policy means the Governance Policy of IGDL attached as Annex 1 hereto.

Governmental Authority means any domestic or foreign government (or political subdivision),

governmental or regulatory authority, agency, court, commission or other governmental or regulatory

entity (including any self-regulatory association).

Hearing Date shall have the meaning set forth in Rule 506(a).

Hearing Panel shall have the meaning set forth in the Governance Policy.

Hearing Panel Chairman shall have the meaning set forth in Rule 506.

Hearing Record shall have the meaning set forth in Rule 510.

Held Order means a firm executable Bid/Offer placed for entry onto the Order Book.

ID shall have the meaning set forth in Rule 302(a).

ICAP means ICAP plc and its Affiliates.

IGDL means ICAP Global Derivatives Limited (Company Number: 03635229).

IGDL Indemnified Party shall have the meaning set forth in Rule 109(f).

Implied Package Transaction means a transaction executed on or subject to the Rules involving two or

more instruments that is quoted as one economic transaction with simultaneous or near simultaneous

execution of all components, but where the execution of each component is not contingent upon the

execution of all other components and where any Participant or Customer may submit a Bid/Offer for less

than all of the components of the transaction.

Indemnified Party shall have the meaning set forth in Rule 109(f).

Indemnifying Party shall have the meaning set forth in Rule 109(f).

Information shall have the meaning set forth in Rule 108(a).

Intellectual Property Rights means all right, title and interest in and to (i) trademarks, service marks,

brand names and other indications of origin and the goodwill associated with the foregoing; (ii) inventions,

patents, trade secrets, know-how, processes and systems; (iii) copyright and database rights; and

(iv) any other intellectual property or similar proprietary rights in any jurisdiction, in each case whether

registrable or not.

Intermediary means any person that enters Bids/Offers into a Trading Platform, issues and responds to

RFQs, reports block trades or submits Pre-Arranged Crosses to the Facility, submits Block Trades,

accesses a Trading Platform or executes transactions in Contracts on behalf of one or more Customers,

including without limitation, any futures commission merchant, introducing broker or commodity trading

adviser registered with the Commission.

Intermediated Transaction means any transaction on the Facility conducted through an Intermediary.

ISDA means the International Swaps and Derivatives Association, Inc.

5
ISDA Reporting Party Rules means the reporting party rules set forth in the document published by

ISDA entitled “Dodd Frank Act – Swap Transaction Reporting Party Requirements” dated July 15, 2013,

as set forth in Annex 2 attached hereto.

JSCC means Japan Securities Clearing Corporation.

Last Trading Day means, with respect to any Swap, the last day on which trading is permitted for such

Swap in accordance with the Rules.

LCH.Clearnet means LCH.Clearnet, Ltd.

Legal Entity Identifier or LEI shall have the same meaning as in Commission Regulations.

Losses shall have the meaning set forth in Rule 102(a).

Major Swap Participant shall have the same meaning as in the Act and Commission Regulations.

Managed Order shall have the meaning set forth in Rule 306(c)(4).

Market Regulation Staff means the personnel designated by IGDL as members of the Market

Regulation Staff, any agents of IGDL that assist in the implementation, surveillance, and enforcement of

its rules and related obligations, and IGDL’s Regulatory Services Provider.

MiFID means the Markets in Financial Instruments Directive 2004/39/EC.

MiFID II means Directive 2014/65/EU on markets in financial instruments.

MiFID II Package Transaction means a transaction which involves the execution of two or more

component transactions in Financial Instruments and which is executed between two or more

counterparties, where each component bears meaningful economic or financial risk which is related to all

other components and where the execution of each component is simultaneous and contingent upon the

execution of all other components.

MiFIR means Regulation (EU) No 600/2014 on markets in financial instruments.

MTF means multilateral trading facility, as defined in the FCA Handbook.

NAL means Commission No-Action Letter.

NFA means the National Futures Association.

Non-Cleared Contract means a Contract that is not a Cleared Contract.

Non-Directed Voice RFQ means a voice RFQ conducted in accordance with Rule 306(c)(1).

Non-Reviewable Range means the amounts that are above and below the fair market value for each

Contract or Contract type, as set forth in Rule 316(f).

Notice shall have the meaning set forth in Rule 504(a).

Notice of Contest shall have the meaning set forth in Rule 516(c).

OCO shall have the meaning set forth in Section (e) of Appendix 2 to Rule 901.

6
Option means a Swap whereby one party grants to another the right, but not the obligation, to buy or sell

a Commodity or other Underlying Interest.

Order means an instruction by a Customer to a Participant to execute a transaction on behalf of such

Customer.

Order Book means a Trading Platform in which all Trading Privilege Holders have the ability to enter,

observe and transact on multiple Bids/Offers.

Package Transaction means a transaction that is either a CFTC Package Transaction or a MiFID II

Package Transaction.

Participant means any Trading Privilege Holder, Authorised Trader or Authorised Trading Firm.

Participant Indemnified Party shall have the meaning set forth in Rule 109(f).

Participation Committee shall have the meaning set forth in the Governance Policy.

Permitted Transaction means any transaction involving a Swap that is not subject to the trade execution

requirement in section 2(h)(8) of the Act.

person means any individual, sole proprietorship, corporation, limited liability company, limited liability

partnership, partnership, association, estate, trust, governmental agency, unincorporated organisation or

any other legal entity.

Physical Emergency shall have the meaning set forth in Rule 104(e).

Position Limit means the maximum position, either net long or net short, in one Series or a combination

of various Series of a particular Class that may be held or controlled by one person, or subject to

aggregation with such person’s position, as prescribed by IGDL, any Competent Authority and/or the

Commission.

Post-Trade Data shall have the meaning set forth in Rule 320(b).

Pre-Arranged Cross means a Permitted Transaction pre-arranged pursuant to Rule 305(b).

Pre-Trade Data shall have the meaning set forth in Rule 320(a).

Proceeding shall have the meaning set forth in Rule 109(f).

Proprietary Data and Personal Information means data and information that separately discloses

business transactions, market positions or trade secrets of a person with respect to that person, but

excludes information in a Confirmation or Trade Communication that discloses the identity of another

person.

Public Director means any person who qualifies as a “public director” within the meaning set forth in the

Commission Regulations.

Put Option means an Option whereby (i) the purchaser has the right, but not the obligation, to sell an

Underlying Interest at the strike price specified; and (ii) the grantor has the obligation, upon exercise, to

buy an Underlying Interest at such strike price.

Recipient means a Participant who is a recipient of an RFQ.

7
Record Keeping Obligation means the obligation on IGDL, as set out in Article 25 MiFIR, to maintain for

a period of five years relevant data relating to all Bids/Offers which are advertised through IGDL, along

with relevant data relating to transactions (as referred to in MiFID II).

Regulatory Agency means any Governmental Authority, including the FCA, the Commission and the

U.S. Securities and Exchange Commission, the NFA and any other SRO, and any organisation, whether

domestic or foreign, granted authority under statutory or regulatory provisions to regulate its own activities

and the activities of its members, not including IGDL.

Regulatory Oversight Committee shall have the meaning set forth in the Governance Policy.

Regulatory Services Provider means an outside organisation which provides regulatory services to

IGDL pursuant to an agreement.

Rejected Leg shall have the meaning set forth in Rule 316(i).

Rejected Transactions shall have the meaning set forth in Rule 316(i).

Related Parties shall have the meaning set forth in Rule 108(a).

Request for Quote or RFQ means a request by one Participant to at least such minimum number of

Participants as may be required by Commission Regulations from time to time for a market quote that

shall constitute a Bid/Offer.

Required Transaction means any transaction involving a Swap that is subject to the trade execution

requirement in section 2(h)(8) of the Act.

Respondent shall have the meaning set forth in Rule 504(a).

Review Panel shall have the meaning set forth in the Governance Policy.

Risk-Based Limits means the risk-based limits established by a Clearing Firm in accordance with

Commission Regulation 1.73.

Rule or Rules means the rules, resolutions, interpretations, statements of policy, decisions, directives

and orders of the Facility (including this Rulebook).

Secretary means the individual appointed by the Board from time to time to serve as secretary of IGDL.

SEF means swap execution facility, as defined in the Act.

Series means all Contracts of the same Class having identical terms.

SIFMA shall have the meaning set forth in Rule 901(d)(2).

SRO means self-regulatory organisation.

Swap shall have the same meaning as in the Act and Commission Regulations. Swap Data Repository

or SDR shall have the same meaning as in the Act.

Swap Dealer shall have the same meaning as in the Act and Commission Regulations.

Systems means the Trading Platforms, including various proprietary and third party software, firmware,

hardware, keypads and supporting documentation to which Participants are granted access by IGDL.

8
System Protocol means the terms from time to time in force upon which a Participant may access a

specific Trading Platform, including any supplemental written guidelines provided by IGDL to the

Participant, as amended from time to time. The System Protocols shall be posted on the Facility’s

website. In the event of any inconsistency between the provisions of any System Protocol and the Rules,

the terms of the System Protocol shall prevail.

Terms Incorporated by Reference shall have the meaning set forth in Rule 313(c).

TP ICAP means TP ICAP plc (Company Number: 05807599).

Trade Communication shall have the meaning set forth in Rule 313(c).

Trading Hours means the hours specified in Rule 801 or otherwise in this Facility Rulebook for the

trading of Swaps on the Facility.

Trading Platform means any of the separate electronic central limit order books and other systems

administered by or on behalf of IGDL for the trading of Contracts pursuant to specific System Protocols

for each such system.

Trading Privilege Holder means an individual or entity with Trading Privileges on the Facility granted

pursuant to Rule 201 (including an Intermediary), but does not include an Authorised Trading Firm or

Authorised Trader.

Trading Privileges means permission from IGDL given to any Trading Privilege Holder in accordance

with Rule 201 to access the Facility, or to any Authorised Trading Firm or Authorised Trader in

accordance with Rule 202 to access the Facility.

Trading Session means, with respect to any Contract, the period of hours on any Business Day during

which such Contract is available for trading, as specified in the Rules governing such Contract.

Transaction Report means the report of a transaction which is required to be submitted to a Competent

Authority pursuant to Article 26 of MiFIR.

Transparency Waiver means a waiver granted to IGDL by a Competent Authority, as provided for under

Article 9 of MiFIR.

Underlying Interest means the interest which is the subject of a Swap.

Untraded Initiator shall have the meaning set forth in Rule 902(d)(2)(i)B.

U.S. Dollar Swap Spread means a CFTC Package Transaction in which each of the Swap components

has been made available to trade by IGDL pursuant to section 2(h)(8) of the Act and all other

components are U.S. Treasury Securities.

U.S. Treasury Security means a bond, note, bill or other evidence of indebtedness issued by the United

States Treasury.

Violation means a violation of any of the Rules.

9
GENERAL

Regulatory Status

United Kingdom and the EEA

ICAP Global Derivatives Limited (FRN 191757) is regulated by the FCA and is authorised, among other

things, to:

 arrange (bring about) deals in investments;

 deal in investments as agent;

 make arrangements with a view to transactions in investments; and

 operate a MTF (as set in the relevant System Protocol).

IGDL has passporting rights under MiFID in relation to certain of its permissions.

United States of America

IGDL is registered as a SEF with the Commission.

Compliance Oversight

The Chief Compliance Officer and the Head of Compliance and Oversight (CF10), both appointed by the

Board, assist IGDL in meeting its regulatory obligations, as set out by the Commission and the FCA

respectively.

IGDL is regulated by both the Commission and the FCA and therefore subject to two separate regulatory

regimes. Compliance with the Act, including the fifteen enumerated core principles set forth in section

5h(f) thereof (Core Principles) and the applicable regulations implemented by the Commission, is

overseen by IGDL’s Chief Compliance Officer, and compliance with FCA obligations is overseen by

IGDL’s Head of Compliance and Oversight (CF10).

References in this Facility Rulebook and any other related document to the Compliance Function is

intended to mean, for Commission relatedCommission-related considerations, the Chief Compliance

Officer and, for FCA relatedFCA-related considerations, the CF10. To the extent any of the activities

concern both the Commission and FCA, the Chief Compliance Officer and the CF10 will cooperate to

ensure compliance with the respective regulations.

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CHAPTER 1

MARKET GOVERNANCE

Rule 101 Board of Directors and Officers

(a) Management. The Board manages, operates and sets policies, including the Governance Policy,

for IGDL and the Facility. The Board has the power to appoint such officers of IGDL as it may deem

necessary or appropriate from time to time.

(b) Governance Policy. The Governance Policy shall be deemed to be part of the Rules, and shall

be deemed to be incorporated herein, to the same extent and with the same force and effect as if set

forth herein in their entirety.

Rule 102 Limitation of Liability

(a) TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR PRIVATE RIGHTS

OF ACTION UNDER SECTION 22(B) OF THE ACT OR IN INSTANCES WHERE AN ICAP PARTY (AS

DEFINED BELOW) HAS BEEN FINALLY ADJUDICATED TO HAVE ENGAGED IN NEGLIGENCE,

WILFUL DEFAULT OR FRAUD, IGDL (INCLUDING ITS RESPECTIVE SUBSIDIARIES AND

AFFILIATES) AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,

CONSULTANTS AND LICENSORS (EACH, AN “ICAP PARTY”), SHALL NOT BE LIABLE TO ANY

PERSON FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES (INCLUDING, BUT NOT LIMITED

TO, LOSS OF PROFITS, LOSS OF USE, AND DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL

OR PUNITIVE DAMAGES) (“LOSSES”) IN CONTRACT, TORT, OR OTHERWISE AND WHETHER THE

CLAIM IS BROUGHT DIRECTLY OR AS A THIRD PARTY CLAIM, ARISING FROM:

(1) ANY FAILURE, MALFUNCTION, FAULT IN DELIVERY, DELAY, OMISSION,

SUSPENSION, INACCURACY, INTERRUPTION, TERMINATION, OR ANY OTHER

CAUSE, IN CONNECTION WITH THE FURNISHING, PERFORMANCE, OPERATION,

MAINTENANCE, USE OF OR INABILITY TO USE ALL OR ANY PART OF ANY OF THE

SYSTEMS AND SERVICES OF IGDL OR ANY ICAP PARTY, OR SERVICES,

EQUIPMENT OR FACILITIES USED TO SUPPORT SUCH SYSTEMS AND SERVICES,

INCLUDING WITHOUT LIMITATION ELECTRONIC ORDER ENTRY/DELIVERY,

TRADING THROUGH ANY ELECTRONIC MEANS, ELECTRONIC COMMUNICATION

OF MARKET DATA OR INFORMATION, WORKSTATIONS USED BY PARTICIPANTS,

PRICE REPORTING SYSTEMS AND ANY AND ALL TERMINALS, COMMUNICATIONS

NETWORKS, CENTRAL COMPUTERS, SOFTWARE, HARDWARE, FIRMWARE AND

PRINTERS RELATING THERETO; OR

(2) ANY FAILURE OR MALFUNCTION, FAULT IN DELIVERY, DELAY, OMISSION,

SUSPENSION, INACCURACY, INTERRUPTION OR TERMINATION, OR ANY OTHER

CAUSE, OF ANY SYSTEM OR SERVICE OF IGDL OR ANY ICAP PARTY, 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

(3) ANY ERRORS OR INACCURACIES IN INFORMATION PROVIDED BY IGDL OR ANY

ICAP PARTY OR ANY OF IGDL’S OR ICAP PARTY’S SYSTEMS, SERVICES OR

FACILITIES; EXCEPT FOR INCORRECT ORDER STATUS; OR

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(4) ANY UNAUTHORISED ACCESS TO OR UNAUTHORISED USE OF ANY OF IGDL’S

OR ICAP PARTY’S SYSTEMS, SERVICES OR FACILITIES BY ANY PERSON.

(b) NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS (INCLUDING BUT NOT

LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE

OR USE) ARE PROVIDED BY IGDL OR ANY ICAP PARTY, THEIR RESPECTIVE OFFICERS,

DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, OR LICENSORS RELATING TO ANY

SYSTEMS OR SERVICES OF IGDL OR ICAP PARTY OR SERVICES, EQUIPMENT OR FACILITIES

USED TO SUPPORT SUCH SYSTEMS OR SERVICES, INCLUDING A TRADING PLATFORM, WHICH

ARE PROVIDED “AS IS” TO PARTICIPANTS. NEITHER IGDL NOR ICAP MAKE ANY

REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED THAT ANY SYSTEMS OR

SERVICES OF IGDL OR ICAP (INCLUDING EACH OF THEIR RESPECTIVE SUBSIDIARIES AND

AFFILIATES) OR SERVICES, EQUIPMENT OR FACILITIES USED TO SUPPORT SUCH SYSTEMS OR

SERVICES, INCLUDING A TRADING PLATFORM, WILL MEET A PARTICIPANT’S REQUIREMENTS,

HAVE UNINTERRUPTED OR ERROR-FREE OPERATION, BE AVAILABLE DURING ANY SPECIFIED

BUSINESS HOURS (WHETHER ADVERTISED OR NOT) OR OPERATE IN CONJUNCTION WITH

OTHER SOFTWARE.

(c) ANY DISPUTE ARISING OUT OF THE USE OF SYSTEMS OR SERVICES OF IGDL OR ANY

ICAP PARTY OR SERVICES, EQUIPMENT OR FACILITIES USED TO SUPPORT SUCH SYSTEMS OR

SERVICES IN WHICH IGDL OR AN ICAP PARTY IS A PARTY MUST BE BROUGHT WITHIN ONE

YEAR FROM THE TIME THAT A CAUSE OF ACTION HAS ACCRUED. ANY SUCH DISPUTE MAY

ONLY BE LITIGATED SUBJECT TO THE RULES OF THIS RULEBOOK AND WILL BE GOVERNED BY

THE LAWS SET OUT IN THIS RULEBOOK.

(d) EXCEPT IN INSTANCES WHERE AN ICAP PARTY HAS BEEN FINALLY ADJUDICATED TO

HAVE ENGAGED IN NEGLIGENCE, WILLFUL DEFAULT OR FRAUD, IN NO EVENT SHALL THE ICAP

PARTIES’ TOTAL COMBINED AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF ANY

NEGLIGENCE, FAILURES, MALFUNCTIONS, FAULTS IN DELIVERY, DELAYS, OMISSIONS,

SUSPENSIONS, INACCURACIES, INTERRUPTIONS, TERMINATIONS, ORDER STATUS ERRORS

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

IGDL’S OR AN ICAP PARTY’S SYSTEMS OR SERVICES, OR SERVICES, EQUIPMENT OR

FACILITIES USED TO SUPPORT SUCH SYSTEMS AND SERVICES, OR THE NEGLIGENCE OF IGDL

OR AN ICAP PARTY STAFF, EXCEED $50,000 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 $500,000 FOR ALL LOSSES FROM ALL

CAUSES SUFFERED BY ALL PERSONS IN A SINGLE CALENDAR YEAR.

(e) A CLAIM AGAINST IGDL OR AN ICAP PARTY, ARISING OUT OF ANY FAILURE OR

MALFUNCTION SHALL ONLY BE ALLOWED IF SUCH CLAIM IS BROUGHT IN ACCORDANCE WITH

THIS RULE.

(f) NOTWITHSTANDING THE FOREGOING, THE LIMITATION OF LIABILITY PURSUANT TO

THIS RULE 102 IS LIMITED TO CLAIMS ARISING OUT OF IGDL’S AND AN ICAP PARTY’S

OPERATION OF THE FACILITY AND/OR PROVISION OF SERVICES TO IGDL.

Rule 103 Confidentiality

(a) IGDL shall not, and shall cause its Affiliates not to, use for business or marketing purposes any

Proprietary Data or Personal Information it or any of its Affiliates collects or receives, from or on behalf of

any person, for the purpose of fulfilling IGDL’s regulatory obligations, unless the person who provided

such data or information provides prior written consentclearly consents to IGDL’s use of such data or

information for such purposes by providing a separate signed consent prior to such use. In addition,

IGDL will not condition access to its markets or market services on a person’s consent to IGDL’s use of

12
Proprietary Data or Personal Information for business or marketing purposes. In furtherance of Applicable

Law, IGDL may share such data and information with its Affiliates, the Commission, the FCA, one or

more SEFs, SDRs, DCOs or Designated Contract Markets registered with the Commission, and, to the

extent permitted by Applicable Law, other Governmental Authorities, including those in countries outside

the U.S. and U.K. IGDL may, upon request of a Trading Privilege Holder, provide a list of current Trading

Privilege Holders on a confidential basis. The receiving Trading Privilege Holder shall not disclose the

contents of the list without the prior consent of IGDL. Proprietary Data and Personal Information shall not

include aggregated price and volume information not identified with a specific Participant or Customer,

and IGDL may use such aggregated information for business and marketing purposes.

(b) No IGDL employee shall trade, directly or indirectly, in any:

(1) Contract;

(2) Commodity Interest related to a Contract;

(3) Commodity Interest traded on designated contract markets or SEFs or cleared by DCOs

if the employee has access to material, non-public information concerning such

Commodity Interest; or

(4) Commodity Interest traded on or cleared by a linked exchange if the employee has

access to material, non-public information concerning such Commodity Interest.

(c) No IGDL Affiliate, member of the Board or any committee established by the Board or by or

pursuant to the Rules of the Facility, or any officer or other employee or consultant of IGDL, shall, either

during or after service with IGDL:

(1) 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 obtained

through special access related to the performance of such person’s official duties; or

(2) absent prior written consent of IGDL, use, directly or indirectly, information that is

deemed to be non-public information, or disclose non-public information to others, except

(i) to others within IGDL, IGDL’s Affiliates or to outside advisers thereof or other service

providers for IGDL, provided that such advisors and service providers are subject to

confidentiality obligations, and that, in each case, such disclosure is necessary for the

performance of Facility-related duties by the individual or entity, (ii) if required by a

Regulatory Agency, or (iii) if compelled to do so by valid legal process, provided that the

individual or entity notifies IGDL in advance thereof to the extent permitted.

(d) Subject to Rule 103(a), IGDL shall not, except as reasonably necessary to operate any Trading

Platform, to fulfil its obligations under this Rulebook or to comply with Applicable Law or any request of

the Commission or the FCA, without the prior written consent of a Trading Privilege Holder in each

instance, (i) use in advertising, publicity, marketing or other promotional materials, the name, trade name,

trademark, trade device, service mark or symbol of such Trading Privilege Holder or any of its Affiliates,

or (ii) represent that any product or any service provided by IGDL has been approved or endorsed by

such Trading Privilege Holder or any of its Affiliates.

(e) For purposes of this Rule 103, the terms “employee”, “material information” and “non-public

information” have the meanings ascribed to them in Commission Regulation § 1.59.

Rule 104 Emergency Action

(a) Definitions. As used in this section:

13
The term “Emergency” shall mean any occurrence or circumstance which, in the opinion of IGDL,

requires immediate action and threatens or may threaten such things as the fair and orderly trading in, or

the liquidation of, or delivery pursuant to, any Contracts on the Facility, including any manipulative or

attempted manipulative activity; any actual, attempted, or threatened corner, squeeze, congestion, or

undue concentration of positions; any circumstances which may materially affect the performance of

Contracts traded on the Facility, including failure of the payment system or the bankruptcy or insolvency

of any Participant; any action taken by any Governmental Authority, or any other board of trade, swap

execution facility, market or facility which may have a direct impact on trading on the Facility and any

other circumstance which may have a severe, adverse effect upon the functioning of the Facility.

(b) Emergency action may be taken by the following:

(1) By the Board in the case of any Emergency;

(2) By any two members of the Board in the case of any Emergency where it is impracticable

in the opinion of the Chairman of the Board or in his or her absence, any

two (2) members of the Board, to call a meeting of the Board to deal with the Emergency;

or

(3) By any committee of IGDL pursuant to powers conferred on said committee under the

Rules or by the Board.

(c) Vote Required

The vote required of the Board or committee authorised to take any Emergency action hereunder shall

be:

(1) In the case of action by the Board, the affirmative vote of a majority of the members of

the Board present and voting at a meeting at which there is a quorum; or

(2) In the case of action by a committee, the affirmative vote of two (2) or more persons

constituting not less than a majority of the members of said committee present and voting

at a meeting at which there is a quorum.

The consent in writing to any Emergency action of all members of the Board or of a committee, as

applicable, shall be sufficient to take such Emergency action without a meeting. A member of the Board

or of a committee shall be deemed present or in attendance at a meeting if such a person participates in

the meeting by means of a conference telephone or similar communications equipment allowing all

persons participating in the meeting to hear each other at the same time.

(d) Action which may be taken

(1) In the event of an Emergency, IGDL may, subject to Part 40 of the Commission

Regulations under the Act, place into immediate effect a Rule which may provide for, or

may authorise IGDL, or any committee, to undertake actions which, in the opinion of

IGDL are necessary or appropriate to meet the Emergency, including, but not limited to,

such actions as:

(i) Extending or shortening the expiration date for trading in Contracts;

(ii) Extending the time of delivery under or expiration of Contracts;

(iii) Extending, limiting or changing hours of Trading Sessions;

14
(iv) Imposing or modifying price limits;

(v) Imposing or modifying Position Limits;

(vi) Imposing or modifying intraday market restrictions;

(vii) Ordering the liquidation or transfer of open positions in any Contract;

(viii) Ordering the establishment of a settlement price;

(ix) Suspending trading or curtailing trading in any Contract;

(x) Cancel any Bid/Offer;

(xi) Altering any Contract’s settlement terms or conditions prior to execution and

adjusting or cancelling any executed transaction pursuant to Rule 316; and

(xii) Modifying or suspending any provision of the Rules.

(2) In the event of an Emergency when a quorum of the Board is not available, all trading on

the Facility may be suspended by an affirmative vote of a majority of the Directors

present, or by action of one Director if only one Director is present, for such period of

time as in their or his or her judgment is necessary. In the event of an Emergency which

prevents normal attendance at a meeting of the Board, when no Director is present, any

authorised officer of IGDL shall have authority to order suspension of trading on the

Facility for such period of time as in his or her judgment is necessary. Any action taken

under this paragraph (b) shall be subject to review and modification by the Board.

(3) Where the above actions result in a suspension of trading in any instrument, the

suspension shall be implemented in accordance with the requirements on circuit

breakers set out in MiFID II, including the ESMA Guidelines on Calibration of circuit

breakers and publication of trading halts under MiFID II.

(4) Whenever any action is taken under this Rule 104 pursuant to which trading is

suspended or other changes in procedure are made, all matters relating to notices,

deliveries and other obligations may be suspended or deferred in such manner as the

Board or committee, as the case may be, may determine.

(5) IGDL may be required to take an Emergency action when directed by the FCA or the

Commission. If a Contract is traded both on the Facility and on one or more other swap

execution facilities, any Emergency action to liquidate or transfer of open positions in any

Contract will be made in consultation with the Commission or Commission staff.

(e) Physical Emergencies

(1) In the event the physical or electronic functions of the Facility or IGDL are, or are

threatened to be, severely and adversely affected by a physical emergency, such as fire

or other casualty, bomb threat, substantial inclement weather, power failure,

communication or transportation breakdown, computer malfunction, screen-based

Trading Platform break-down, malfunction of plumbing, heating, ventilation and air

conditioning systems, backlog or delay in clearing or in the processing of data related to

clearing Cleared Contracts (a “Physical Emergency”), the Chairman of the Board, or in

his or her absence the Chief Executive Officer, or in both of their absences any other

authorised officer, may take any action which, in the opinion of such officer, is necessary

or appropriate to deal with the Physical Emergency. Such action shall be taken in

15
accordance with IGDL’s business continuity plan and in cooperation with the IGDL

security operations team.

(2) Actions taken may include suspending trading in any one or more Contracts, delaying the

opening of trading in any one or more Contracts, extending the Last Trading Day and/or

the time of trading.

(3) In the event a designated officer has ordered suspension of trading, the Chairman of the

Board or the Chief Executive Officer, or in their absence any other authorised officer may

order restoration of trading on the Facility, or may remove other restrictions so imposed,

if such officer determines that the Physical Emergency has sufficiently abated to permit

the physical functions of IGDL or the Facility to continue in an orderly manner. IGDL will

implement any such action with the intention of resuming trading within or close to two

hours following the disruptive incident.

(f) IGDL will promptly report any Emergency action taken under this Rule 104 to the Commission

and the FCA and explain the decision-making process, the reasons for the exercise of emergency

authority and how any conflicts of interest were addressed. Any emergency Rule or Rule amendment

shall be filed with the Commission in accordance with Part 40 of the Commission Regulations under the

Act.

(g) In exercising its authority under this Rule 104, IGDL shall, in its reasonable discretion, and where

appropriate, permitted by Applicable Law and not precluded by exigent circumstances, consult and

coordinate with DCOs, other swap execution facilities, boards of trade, relevant Participants, and other

parties in considering what actions to take hereunder.

Rule 105 Suspension of Trading

In addition to suspensions pursuant to Rule 104 in the event of an Emergency, the Board may, in its

discretion, by an affirmative vote of a majority of the Directors present at a meeting at which there is a

quorum, close the Facility, suspend or constrain trading in any one or more Contracts on such days or

portions of days as will, in its judgment, serve to promote the best interest of IGDL.

Where the Board exercises its powers under this Rule 105, the Board shall take into account the liquidity

of the Contracts, the nature of the market model and the types of Participant trading such Contracts. The

Board will take into account, where relevant, reference prices which reflect the volatility behavior of the

instrument concerned in a reliable and consistent way and, where appropriate, should have the ability to

refer to external references. Decisions to implement a suspension of trading will be taken in accordance

with a pre-defined methodology, taking into account the factors set out in the ESMA Guidelines on

Calibration of circuit breakers and publication of trading halts under MiFID II.

The Board shall also consider whether the actions described in this Rule 105 are likely to cause

significant disruption to the orderliness of trading on IGDL.

Following implementation of a suspension, IGDL will immediately publish the fact that a trading halt has

been activated, the type of trading halt, the trading phase in which it was triggered, any extension to the

halt and the end of the halt.

IGDL will promptly report any action taken under this Rule 105 to the Commission and the FCA.

Rule 106 Risk Controls for Trading

16
The IGDL, as determined necessary or appropriate by the Compliance Function and/or the Regulatory

Oversight Committee, may impose controls to reduce the potential risk of market disruptiondisruptions,

including but not limited to, market restrictions that pause or halt trading in specified market conditions.

Rule 107 Conflicts of Interest

(a) TP ICAP’sIGDL’s Conflict of Interest Management Policy sets out the arrangements that enable

IGDL to prevent, identify clearly and manage the potential adverse consequences for the operation of the

Facility, or for Participants, of any conflict of interest between the interest of the Facility or IGDL and the

sound functioning of the Facility. TP ICAP’sIGDL’s Conflicts of Interest Management Policy is published

on its website and can be accessed through the following URL:

http://www.icap.com/~/media/Files/I/ICAP-Corp-V3/pdfs/November%202017/Conflicts-of-InterestManagement-Policy.PDFhttps://regulatory.tpicap.com/icap/uk/icapglobalderivativesmtf.

(b) In addition, IGDL will minimize conflicts of interest in its decision-making process in accordance

with the conflicts of interest procedures set forth in the Governance Policy.

Rule 108 Market Data

(a) Subject to Rule 103, and each Participant’s and Customer’s rights in its own Proprietary Data and

Personal Information, IGDL owns all rights, title and interest in and to all intellectual property and other

proprietary rights (including all copyright, database rights, trademarks and trade secrets, or similar

proprietary rights in any jurisdiction whether or not registrable) in and to any data, analytics, research or

other information (including without limitation Bids/Offers, RFQs, Pre-Arranged Crosses, the contents of

Confirmations and Trade Communications, such Confirmations and Trade Communications themselves,

prices and volumes of transactions) contained in, displayed on, generated by or derived from the Facility

and the Trading Platforms (collectively the “Information”). IGDL shall not decompile or reverse engineer

any of a Participant’s or Customer’s Proprietary Data and Personal Information for the purpose of

ascertaining such Participant’s or Customer’s trading strategies, except to the extent reasonably

necessary for IGDL’s operations, to perform its surveillance and monitoring functions or to otherwise

comply with Applicable Law. Subject to each Participant’s and Customer’s rights in its own Proprietary

Data and Personal Information, each Participant and Customer (i) agrees to keep the Information

confidential and cause each of its employees, Affiliates, Authorised Trading Firms, Customers, agents,

consultants, independent software vendors and other persons affiliated with any of the foregoing, as

applicable (collectively “Related Parties”), to keep the Information confidential, and (ii) agrees not to, and

shall cause its applicable Related Parties not to, sell, lease, license, transfer, provide or otherwise make

available to any third party any form of access to or use of any of the Information.

(b) Subject to paragraph (c) of this Rule 108, each Participant and Customer agrees that it shall not,

and shall cause its Related Parties not to, license, sublicense, transfer, redistribute, resell, alter, enhance,

make derivative works of, download to computer or reverse engineer all or any part of the Information

(other than such Participant’s or Customer’s Proprietary Data and Personal Information).

(c) Notwithstanding paragraph (b) of this Rule 108:

(1) Solely (x) for use in connection with a Trading Privilege Holder’s own trading activity (and

not, for the avoidance of doubt, for use by a Trading Privilege Holder’s sales, risk

management (except for use by such Trading Privilege Holder’s compliance and other

risk departments for regulatory purposes), research, wealth management or asset

management departments/functions) or (y) to the extent necessary for a Trading

Privilege Holder’s information technology department to perform transaction-related

support functions for such Trading Privilege Holder, Trading Privilege Holders that:

(i) pay the monthly TPH API Restricted Usage Minimum Fee, as described in

IGDL’s Trade Execution Fee Card, as amended from time to time, shall be

17
entitled to (x) download Information to a computer and/or (y) create Derived

Information; and

(ii) pay the monthly TPH API Full Usage Minimum Fee, as described in IGDL’s

Trade Execution Fee Card, shall be entitled to (x) download Information to a

computer, (y) create Derived Information and/or (z) redistribute Derived

Information (and only Derived Information).

(2) Customers that are Authorised Trading Firms for which a Trading Privilege Holder has

provided DEA may have access to Information through such Trading Privilege Holder in

connection with such Customer’s trading activity.

(d) IGDL shall bear no liability for any Derived Information, and each Trading Privilege Holder shall

defend, indemnify and hold harmless each SEF Indemnified Party (as defined in Rule 109) from and

against any Losses to which any SEF Indemnified Party may become subject, insofar as such Losses

arise out of or in connection with, or are based upon any Proceeding against a SEF Indemnified Party

that arises out of or relates to any Derived Information created by or on behalf of such Trading Privilege

Holder or any of its Related Parties.

Rule 109 Intellectual Property

(a) The Systems are the exclusive Intellectual Property of IGDL or its affiliates or licensors.

Participants have no access to the Systems and no rights with respect to the Systems, except as

expressly granted by IGDL. Subject to any required approvals from any applicable Regulatory Agency,

IGDL shall have the right to modify at any time a System’s functionality, configuration, appearance,

content and the Swaps made available for trading via a System.

(b) Upon granting Trading Privileges to a Participant, IGDL grants to that Participant a revocable,

non-exclusive, non-transferable license to access and use the Systems in accordance with the Rules for

the sole purpose of (i) entering into Swaps via the Systems, and (ii) receiving and transmitting

informationInformation generated by or made available through the Systems from time to time. Such

license shall terminate when the Participant’s Trading Privileges terminate.

(c) Intellectual Property Rights

(1) By becoming a Participant, each Participant acknowledges and agrees that the

Intellectual Property Rights in the Systems are a valuable asset of IGDL or its affiliates or

licensors or their respective successors. Each Participant shall protect and safeguard

the Intellectual Property Rights in and to the Systems by using the same degree of care

that the Participant generally uses to protect its own Intellectual Property Rights and

business assets, but in any event with no less than a reasonable degree of care.

(2) Each Participant shall promptly notify IGDL upon becoming aware of any infringement or

misappropriation of any Intellectual Property Rights of IGDL or its affiliates or licensors.

Each Participant shall comply with all reasonable requests made by IGDL (at IGDL’s

reasonable expense) to protect and enforce the Intellectual Property Rights of IGDL or its

affiliates or licensors in the Systems.

(d) Restrictions

(1) Subject to Rule 202, a Participant shall not sell, lease, license, transfer, provide or

otherwise make available to any third party (including an affiliate of Participant), any form

of access to or use of the System.

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(2) A Participant shall not alter, enhance, make derivative works of, download to computer,

decompile, disassemble or reverse engineer all or any part of the Systems except solely

to the extent (i) expressly required by Applicable Law or permitted by the Rules, or

(ii) necessary in direct connection with support functions related to transactions on or

subject to the Rules.

(e) Notwithstanding Rule 102, IGDL represents and warrants that it owns or is licensed all

Intellectual Property Rights in or to the Systems.

(f) Indemnities

(1) IGDL shall defend, indemnify and hold harmless each Participant and its officers,

directors, employees and agents (each a “Participant Indemnified Party”) from and

against all Losses as a result of any third party claim or proceeding of any nature

(“Proceeding”) against a Participant Indemnified Party determining that the Systems

(other than the EBS NDF System, which includes but is not limited to the technology

known as EBS Dealing Service and Brokernet), or the use thereof by the Participant

Indemnified Party as authorised hereunder, violates any Intellectual Property Rights of

any third party provided that such Losses do not result from (i) any Participant

Indemnified Party’s fraud, gross negligence or willful misconduct; (ii) violation of

Applicable Law by the Participant Indemnified Party; or (iii) the Participant’s breach of the

Rules.

(2) Each Participant shall defend, indemnify and hold harmless IGDL and each ICAP Party

(each an “IGDL Indemnified Party”) from and against any Losses to which any IGDL

Indemnified Party may become subject, insofar as such Losses arise out of or in

connection with, or are based upon any Proceeding against an IGDL Indemnified Party

that arises out of or relates to any access, use or misuse of the Systems by the

Participant or by any person accessing the Systems using the Participant’s ID provided

that such Losses do not result from (i) an IGDL Indemnified Party’s fraud, gross

negligence or willful misconduct; (ii) violation of Applicable Law by the IGDL Indemnified

Party; or (iii) the IGDL Indemnified Party’s breach of the Rules.

(3) If a Proceeding is commenced against a party entitled to indemnification under this

Rule 109 (the “Indemnified Party”), notice shall be given to the party obligated to

provide such indemnification (the “Indemnifying Party”) as soon as reasonably

practicable. The Indemnifying Party shall be entitled to take control of the Proceeding

and any settlement of it, and the Indemnified Party shall give the Indemnifying Party, at

the Indemnifying Party’s reasonable cost, all reasonable assistance in relation to the

Proceeding.

(4) Notwithstanding anything to the contrary contained in Rule 102 or a System Protocol, no

limitation or exclusion of liability shall apply with respect to any direct losses or claims

based on confidentiality, or to IGDL’s intellectual property infringement indemnification

obligations set forth in this Rule 109.

(g) Confidentiality

Each Participant shall keep confidential all Confidential Information of IGDL or IGDL’s affiliates or

licensors, both during the term and after termination of the license granted by this Rule 109. Each

Participant may disclose Confidential Information to its professional advisers but otherwise may only

disclose Confidential Information to those of its employees and representatives who need to know such

Confidential Information for the purposes of exercising or performing the rights and obligations of

Participant under the Rules and have been informed of the confidential nature of the Confidential

Information divulged. No Participant will disclose Confidential Information to any third party except as

19
follows: (i) with the consent of IGDL; (ii) as necessary to a DCO of which such Participant is a member or

in connection with the clearing of a Swap; (iii) subject to appropriate confidentiality requirements no less

stringent than the confidentiality provisions hereunder, to any person providing services to such party

relating to transactions on or subject to the Rules; or (iv) to IGDL’s Regulatory Services Provider.

(h) Each Participant shall maintain commercially available virus checking software to protect itself

and the Systems from viruses, notify IGDL immediately of any defect in the System or any unauthorised

access or change to the System of which the Participant becomes aware and comply with any security

measures and procedures for authentication required by IGDL from time to time.

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CHAPTER 2

TRADING PRIVILEGES

Rule 201 Trading Privilege Holders

(a) Trading Privileges

(1) Subject to the requirements and procedures set forth in this Chapter 2, Trading Privileges

will be granted on an impartial basis to all applicants from time to time approved by IGDL

as eligible to be Trading Privilege Holders, subject to any limitations or restrictions from

time to time imposed by IGDL. Trading Privileges are non-transferable (except under

certain limited circumstances which must be approved by IGDL), non-assignable and

may not be sold or leased. Circumstances under which Trading Privileges may be

transferred, subject to IGDL approval, include, for example, transfers due to corporate

reorganisations. Each Trading Privilege Holder will have the right to access the Facility

(including, subject to the applicable System Protocol, any Trading Platform) including the

right to:

(i) placeenter Bids/Offers, issue and respond to RFQs and, submit Pre-Arranged

Crosses, submit Block Trades, access a Trading Platform and execute

transactions in Contracts for each of its proprietary accounts;

(ii) where permitted under this Rulebook and by Applicable Law, placeenter

Bids/Offers, issue and respond to RFQs and, submit Pre-Arranged Crosses,

submit Block Trades, access a Trading Platform and execute transactions in

Contracts for the accounts of such Customers as an Intermediary; and

(iii) appoint other persons to act on its behalf as an Authorised Trader or Authorised

Trading Firm pursuant to Rule 202, including providing DEA to a Customer.

(2) By virtue of obtaining Trading Privileges, a Trading Privilege Holder will not obtain any

equity or other interest in IGDL or the Facility, including voting rights or rights to receive

any dividends or other distributions, whether arising from a dissolution, merger or

consolidation involving IGDL, the Facility or otherwise.

(3) In granting Trading Privileges, IGDL may impose such restrictions or limitations as it may

deem necessary or appropriate, and in accordance with Applicable Law. IGDL shall

apply such restrictions or limitations to applicants in an impartial, non-discriminatory

manner, consistent with the Act, Commission Regulations and FCA rules thereunder.

IGDL will deny the grant of Trading Privileges where an applicant has failed to meet any

requirements for such grant.

(b) Financial Requirements

(1) Any person that wishes to have Trading Privileges must have sufficient resources to

guarantee the adequate settlement of transactions pursuant to Rule 204, and must meet

the other financial and related reporting requirements set forth in this Rule 201.

(2) Each Trading Privilege Holder must provide to IGDL, upon initial application for Trading

Privileges, and prior to being granted access to the Facility, a signed written or electronic

representation that it qualifies as an Eligible Contract Participant.

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(3) Each Trading Privilege Holder shall, promptly upon request, provide to IGDL and/or its

Regulatory Services Provider financial and related information for itself, or for its

Authorised Trading Firms or Customers, as applicable, sufficient to demonstrate that it, or

any of its Authorised Trading Firms or Customers, as applicable, meets the applicable

minimum financial requirements, including that it or any such Authorised Trading Firm or

Customer qualifies as an Eligible Contract Participant.

(4) Each Trading Privilege Holder must notify IGDL’s Compliance Function immediately upon

becoming aware that it, or any of its Authorised Trading Firms or Customers, fails to

satisfy the minimum financial requirements applicable to it or to any such Authorised

Trading Firm or Customer, including the requirement to qualify as an Eligible Contract

Participant.

(5) Unless and until a Trading Privilege Holder is able to demonstrate to IGDL that it or any

of its Authorised Trading Firms or Customers is in compliance with the applicable

minimum financial requirements, such Trading Privilege Holder (i) may not engage in any

transactions subject to the Rules of the Facility for itself or on behalf of any such

Customer, as the case may be, or (ii) permit any such Authorised Trading Firm to engage

in any transactions subject to the Rules of the Facility, except, in each case, for the

purpose of closing open positions that were opened on the Facility.

(c) Fitness Standards

(1) IGDL may deny the grant of Trading Privileges, or may prevent a person from becoming

an Authorised Trader or Authorised Trading Firm of a Trading Privilege Holder, if one or

more of the following applies to such person:

(i) it is unable satisfactorily to demonstrate a capacity to adhere to all applicable

Rules of the Facility or any Regulatory Agency, Rules of any DCO to which the

Trading Privilege Holder submits Cleared Contracts for clearing, Commission

Regulations and SRO regulations, including those concerning recordkeeping,

reporting, financial requirements and trading procedures;

(ii) it would bring IGDL or the Facility into disrepute; or

(iii) it is otherwise not fit and proper to be a Trading Privilege Holder, Intermediary,

Authorised Trader or Authorised Trading Firm.

(2) IGDL may determine not to permit a Trading Privilege Holder or any Authorised Trader or

Authorised Trading Firm of a Trading Privilege Holder to keep its, his or her Trading

Privileges or maintain his or her association with a Trading Privilege Holder, as the case

may be, if such Trading Privilege Holder, Authorised Trader or Authorised Trading Firm:

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

Authorised Trader or Authorised Trading Firm status after such Trading

Privileges or Authorised Trader or Authorised Trading Firm status has been

approved;

(ii) fails to comply with any limitation placed by IGDL on such Trading Privileges or

Authorised Trader or Authorised Trading Firm status; or

(iii) commits a material Violation.

(3) IGDL may deny the grant of Trading Privileges, or may prevent a person from becoming

an Authorised Trader or Authorised Trading Firm, if they do not have a sufficient level of

22
trading ability and competence and experience, or adequate organisational

arrangements.

(4) Any decision made by IGDL pursuant to this Rule 201 will be made on a nondiscriminatory basis, consistent with any Applicable Law, and must be consistent with

both the provisions of this Rule 201 and the Act and Commission Regulations and FCA

rules thereunder.

(d) IGDL may (i) deny the grant of Trading Privileges, (ii) prevent a person from becoming an

Intermediary or Authorised Trader or Authorised Trading Firm, and (iii) determine not to permit a Trading

Privilege Holder or any Intermediary or Authorised Trader or Authorised Trading Firm to keep its, his or

her Trading Privileges or maintain his, her or its association with a Trading Privilege Holder, as the case

may be, if such Trading Privilege Holder, Intermediary, Authorised Trader or Authorised Trading Firm

causes or would cause IGDL to be in violation of Applicable Law.

(e) Consent to Facility Rules

Prior to obtaining access to the Facility and each time a Participant or Customer initiates or executes a

transaction on the Facility, directly or through an Intermediary, each Participant and each Customer shall

be deemed to have expressly consented to the jurisdiction of the Facility and agreed to be bound by and

comply with the Rules. At the time any Clearing Firm provides a Clearing Firm Representation, each

such Clearing Firm shall expressly consent to the jurisdiction of the Facility and agree to be bound by and

comply with the Rules.

Rule 202 Authorised Traders and Authorised Trading Firms

(a) Each Trading Privilege Holder may from time to time permit one or more persons to enter

Bids/Offers, issue and respond to RFQs, submit Pre-Arranged Crosses, submit Block Trades, access a

Trading Platform and effect transactions in Contracts on the Facility. Such authority may be granted to

one or more Authorised Traders.

(1) Authorised Traders

(i) Each Trading Privilege Holder which is trading for its own account as a principal

may permit one or more individuals as Authorised Traders to enter Bids/Offers,

issue and respond to RFQs and, submit Pre-Arranged Crosses, submit Block

Trades, access a Trading Platform and execute transactions in Contracts on its

behalf. In such case, the Trading Privilege Holder shall be principal to any

resulting transactions made on its behalf by such Authorised Traders or to one or

more Authorised Trading Firms.

(ii) Each Trading Privilege Holder which is an Intermediary trading for the accounts

of Customers may permit one or more individuals as Authorised Traders to enter

Bids/Offers, issue and respond to RFQs and, submit Pre-Arranged Crosses,

submit Block Trades, access a Trading Platform and execute transactions in

Contracts on its behalf as an Intermediary for such Customers. In such cases,

the Trading Privilege Holder has responsibility for all actions and failures to act of

such Authorised Traders, but the Customer on whose behalf each transaction is

made shall be the principal to any transactions made on its behalf by such

Authorised Traders.

(iii) Each Trading Privilege Holder which is an Intermediary trading for the accounts

of Customers that are natural persons may provide such a Customer with DEA to

the Facility by permitting the Customer to become an Authorised Trader to enter

Bids/Offers and RFQs on behalf of the Customer. In such case, the Customer

23
shall be the principal to any transactions entered into as an Authorised Trader.

As provided for in section (b)(3) below, IGDL may grant or deny DEA to a

Customer in its sole discretion.

(iv) The Trading Privilege Holder shall be responsible to IGDL for acting with

reasonable care in granting Authorised Trader status. In addition, where the

Trading Privilege Holder provides an Authorised Trader with DEA to the Facility,

the Trading Privilege Holder shall retain responsibility for Bids/Offers and trades

executed by such Authorised Trader on the Facility.

(2) Authorised Trading Firms

(i) Each Trading Privilege Holder which is trading for its own account as principal

may designate one or more Authorised Trading Firms to act as Intermediary for

such Trading Privilege Holder and permit one or more individuals associated with

such Authorised Trading Firm(s) to become Authorised Traders to enter

Bids/Offers, issue and respond to RFQs, submit Pre-Arranged Crosses, submit

Block Trades, access a Trading Platform and execute transactions in Contracts

on behalf of the Trading Privilege Holder. In such case, the Trading Privilege

Holder shall be principal to any resulting transactions made on its behalf by such

Authorised Trading Firms through the Authorised Traders.

(ii) (i) Each Trading Privilege Holder which is an Intermediary trading for the

accounts of Customers that are entities may provide such a Customer with DEA

to the Facility by permitting the Customer to become an Authorised Trading Firm

and by permitting one or more individuals associated with the Authorised Trading

Firm to become Authorised Traders to enter Bids/Offers and RFQs on behalf of

the Customer. In such case, the Customer on whose behalf each transaction is

made shall be the principal to any transactions made on its behalf by such

Authorised Trading Firm through the Authorised Traders. As provided for in

section (b)(3) below, IGDL may grant or deny DEA to a Customer in its sole

discretion.

(ii) [NOT USED]

(iii) The Trading Privilege Holder shall be responsible to IGDL for acting with

reasonable care in granting Authorised Trading Firm status. In addition, where

the Trading Privilege Holder provides an Authorised Trading Firm with DEA to

the Facility, the Trading Privilege Holder shall retain responsibility for Bids/Offers

entered and trades executed by such Authorised Trading Firm on the Facility.

(iv) Each Trading Privilege Holder will obtain with respect to each person to which it

is seeking to grant Authorised Trading Firm status and provide to IGDL a signed

written or electronic representation that such person is an Eligible Contract

Participant, and shall notify IGDL in accordance with Rule 201(b)(4) if any

Authorised Trading Firm no longer qualifies as an Eligible Contract Participant.

(b) IGDL Approval

(1) No person may act as an Authorised Trader or Authorised Trading Firm before being

approved to do so by IGDL, which IGDL will do on an impartial basis.

(2) Each prospective Authorised Trader and Authorised Trading Firm, or the Trading

Privilege Holder on their behalf, will, prior to being permitted by IGDL to act as an

Authorised Trader or Authorised Trading Firm, as the case may be, submit an application

24
in the form required by IGDL and will satisfy such requirements as may be prescribed by

IGDL from time to time.

(3) Each prospective Authorised Trading Firm, or the Trading Privilege Holder on its behalf,

must provide a written or electronic representation, prior to being granted access to the

Facility, that the Authorised Trading Firm qualifies as (x) an Eligible Contract Participant

as defined in the Act, and (y) an Eligible Counterparty, and that it has all registrations,

licenses and consents required by its constituent documents and Applicable Law to

transact in Contracts. The foregoing representation may be provided directly to IGDL by

the Authorised Trading Firm in a form provided by IGDL or, alternatively, the Trading

Privilege Holder may provide IGDL evidence satisfactory to IGDL that the Authorised

Trading Firm has provided such consents, agreements and representations to the

Trading Privilege Holder.

(4) DEA to the Facility by an Authorised Trader or an Authorised Trading Firm shall be

granted or denied in the sole discretion of IGDL. IGDL will notify a Trading Privilege

Holder of its approval or disapproval of the designation of an Authorised Trader or

Authorised Trading Firm for DEA. IGDL may, in its sole discretion, revoke or suspend

the designation of an Authorised Trader or Authorised Trading Firm for DEA, and shall

notify the Trading Privilege Holder of such action in accordance with procedures

established by IGDL.

(c) Ability to provide DEA

(1) A Trading Privilege Holder or Authorised Trading Firm may provide DEA to the Facility

where that Trading Privilege Holder or Authorised Trading Firm is classified as:

(i) an investment firm authorised under the MiFID regime;

(ii) a credit institution authorised under the CRD regime;

(iii) a firm that would be a MiFID investment firm if it had its head office in the

European Economic Area; or

(iv) a third country firm that is otherwise permitted to provide investment services in

the UK (i.e. pursuant to the MiFIR Article 46 and 47 regime or pursuant to the UK

national regulatory regime).

(2) Before a Trading Privilege Holder or Authorised Trading Firm is able to provide DEA to

the Facility, it must conduct a due diligence assessment of any Customer to whom it

proposes to provide DEA to the Facility prior to seeking approval from IGDL in

accordance with Rule 202(b) above. The due diligence assessment shall, at a minimum,

cover:

(i) the governance and ownership structure of the prospective Customer;

(ii) the types of strategies to be undertaken by the prospective Customer;

(iii) the operational set-up, the systems, the pre-trade and post-trade controls and

the real time monitoring of the prospective Customer;

(iv) where the prospective Customer will be using third-party trading software as part

of the DEA, ensuring that the software includes pre-trade controls as required by

Applicable Law;

25
(v) the responsibilities within the prospective Customer for dealing with actions and

errors;

(vi) the historical trading pattern and behavior of the prospective Customer;

(vii) the level of expected trading and order volume of the prospective Customer;

(viii) the ability of the prospective Customer to meet its financial obligations to the

Trading Privilege Holder or Authorised Trading Firm; and

(ix) the disciplinary history of the prospective Customer.

(3) A Trading Privilege Holder or Authorised Trading Firm allowing sub-delegation of DEA

must ensure that a prospective DEA client, before granting that client access, has a due

diligence framework in place that is at least equivalent to the one described above.

(4) Trading Privilege Holders and Authorised Trading Firms that provide DEA to Authorised

Traders or Authorised Trading Firms are required to review their due diligence

assessment processes annually.

(d) Responsibilities to IGDL

(1) Each Trading Privilege Holder shall notify IGDL in writing if its relationship with an

Authorised Trader or Authorised Trading Firm has been terminated, and such Trading

Privilege Holder may at any time revoke any authorisation granted by it to any Authorised

Trader or Authorised Trading Firm by providing written notice of such revocation to IGDL.

(2) By permitting any of its Authorised Traders and/or Authorised Trading Firm to access and

use the Facility (including any Trading Platform) from any jurisdiction or to act as an

Intermediary for trades on behalf of Customers located in any jurisdiction, each Trading

Privilege Holder represents and warrants that each such access to or use of the Facility,

or action as an Intermediary, does not violate any law applicable to the Trading Privilege

Holder, the Authorised Trader, the Authorised Trading Firm or, to such Trading Privilege

Holder’s knowledge, IGDL.

(e) Intermediation

(1) A Participant may not act as an Intermediary for any other entity or person, unless the

Trading Privilege Holder does so in accordance with Applicable Law.

(2) A Trading Privilege Holder may not transact as an Intermediary for any Customer unless

the Trading Privilege Holder has submitted a signed written or electronic representation

to IGDL that each of its Customers is an Eligible Contract Participant and an Eligible

Counterparty, and each Trading Privilege Holder shall notify IGDL in accordance with

Rule 201(b)(4) if any of its Customers no longer qualifies as an Eligible Contract

Participant.

Rule 203 Financial Integrity

(a) Each Trading Privilege Holder, Authorised Trading Firm and Customer must be an Eligible

Contract Participant and an Eligible Counterparty (i) prior to obtaining access to the Facility, and (ii) at the

time that such person enters into each transaction on the Facility or subject to the Rules.

(b) For Cleared Contracts:

26
(1) each Trading Privilege Holder or Authorised Trading Firm transacting on the Facility as a

principal is required to demonstrate to IGDL, with appropriate documentary evidence as

required by IGDL from time to time, that such Trading Privilege Holder or Authorised

Trading Firm is a Clearing Firm or that it has clearing arrangements in place with a

Clearing Firm, including having the Clearing Firm Representation required by

Rule 204(f); and

(2) each Trading Privilege Holder acting as an Intermediary shall confirm that each of its

Customers has clearing arrangements in place with a Clearing Firm and obtain from its

Customers any documentary evidence as required by IGDL from time to time to that

effect, including any Clearing Firm Representation required by Rule 204(f). The Trading

Privilege Holder shall provide such documentary evidence to IGDL.

(c) For Contracts listed on the Facility as bilateral Contracts, each Trading Privilege Holder,

Authorised Trading Firm or Customer that enters into such Contracts as a principal must undergo such

credit checks and provide such credit information as the Facility may require from time to time.

Rule 204 Clearing

(a) All Contracts executed on the Facility that are subject to mandatory clearing under Section 2(h) of

the Act must be cleared through a recognized DCO by a Clearing Firm. Any other Contracts executed on

the Facility may be cleared at the discretion of the parties to such transaction; provided that such

Contracts are able to be cleared through a recognized DCO by a Clearing Firm. After being submitted to

and accepted by the relevant DCO, each Cleared Contract will be subject to the rules, policies and

procedures of such DCO. Each Cleared Contract shall be cleared through the DCO indicated in the

relevant contract specifications set forth in Chapter 8 or agreed by the parties in accordance with the

Applicable Law, provided that the DCO must be one of those recognized by the SEF.

(b) Pre-Execution Credit Check / Risk Screening.

(1) In advance of submitting each Bid/Offer or Pre-Arranged Cross to the Facility for any

Cleared Contract, each Trading Privilege Holder or Authorised Trading Firm shall identify

the Clearing Firm to which any resulting transaction will be submitted for clearing at the

relevant DCO and:

(i) if acting as principal, shall ensure that it has sufficient credit with such Clearing

Firm for the resulting transaction and that the resulting transaction satisfies such

Clearing Firm’s Risk-Based Limits; and

(ii) if acting as an Intermediary, other than with respect to DEA, shall confirm that its

Customer has sufficient credit with the Customer’s Clearing Firm for the resulting

transaction and that the resulting transaction satisfies such Clearing Firm’s RiskBased Limits.

In the event that there is insufficient credit or the transaction does not satisfy a Clearing Firm’s RiskBased Limits, the Trading Privilege Holder or Authorised Trading Firm may not submit such Bid/Offer or

Pre-Arranged Cross to the Facility.

(2) Each Clearing Firm that provides a Clearing Firm Representation for a Participant or

Customer may notify IGDL of the Risk-Based Limits it has established for such

Participant or Customer, and such Risk-Based Limits shall become effective upon

acknowledgment of receipt by IGDL. Any change to such Risk-Based Limits shall

become effective only upon acknowledgment of receipt by IGDL.

27
(c) A Clearing Firm that seeks to effect transactions on the Facility for its own account or the account

of any Customer must be a Trading Privilege Holder.

(d) IGDL may share information with any DCO that would assist such DCO in evaluating and

monitoring a Clearing Firm’s compliance with these criteria. A Clearing Firm agrees to cooperate with

IGDL and each relevant DCO in any such monitoring.

(e) Clearing Firms shall clear Cleared Contracts in accordance with all applicable Rules and DCO

rules.

(f) Clearing Firm Representation

(1) Each Trading Privilege Holder or Authorised Trading Firm that is not a Clearing Firm and

is transacting in Cleared Contracts on the Facility as a principal shall obtain a

representation from a Clearing Firm, in form and substance satisfactory to, and approved

by, IGDL (a “Clearing Firm Representation”). Under such representation, the Clearing

Firm must accept for clearing all Cleared Contracts of each Trading Privilege Holder or

Authorised Trading Firm for which it clears Cleared Contracts, subject to any Risk-Based

Limits that are in effect pursuant to Rule 204(b)(2). Where a Trading Privilege Holder or

Authorised Trading Firm uses the services of multiple Clearing Firms, a Clearing Firm

shall be responsible only to the extent that it has been designated by such Trading

Privilege Holder or Authorised Trading Firm to clear a particular Cleared Contract.

(2) Each Trading Privilege Holder acting as Intermediary shall obtain from the Customer a

Clearing Firm Representation from a Clearing Firm pursuant to which the Clearing Firm

accepts for clearing all transactions in Cleared Contracts entered into by the Customer,

subject to any Risk-Based Limits that are in effect pursuant to Rule 204(b)(2). Where a

Customer uses the services of multiple Clearing Firms, a Clearing Firm shall be

responsible only to the extent that it has been designated by such Customer to clear a

particular Cleared Contract.

(3) Every Contract that is subject to a Clearing Firm Representation and results from a

Bid/Offer or Pre-Arranged Cross that is within any Risk-Based Limits that are in effect

pursuant to Rule 204(b)(2) is deemed accepted for clearing by the Clearing Firm upon

execution.

(4) A Clearing Firm may at any time (but on prior written notice to IGDL) revoke any Clearing

Firm Representation made by it to a Trading Privilege Holder, Authorised Trading Firm or

Customer (as applicable) in accordance with paragraph (1) and/or (2) above, by

providing prior written notice of such revocation to IGDL. The Clearing Firm

Representation will remain in effect for all Contracts for which Bids/Offers or PreArranged CrossCrosses were submitted to a Trading Platform prior to IGDL’s

acknowledgment of the revocation, which IGDL shall undertake to effectuate as promptly

as practicable.

(5) Each Trading Privilege Holder, Authorised Trading Firm or, if applicable, Customer must

assist its Clearing Firm and the DCO in the clearing of its Cleared Contracts.

(6) Upon notice that a Clearing Firm has revoked any authorisation granted and Clearing

Firm Representation made by it to a Trading Privilege Holder, Authorised Trading Firm or

Customer pursuant to this Rule 204(f), the right of such Trading Privilege Holder,

Authorised Trading Firm or Customer (as applicable) to enter into Cleared Contracts will

be automatically terminated, and such Trading Privilege Holder, Authorised Trading Firm

or Customer must obtain another Clearing Firm Representation from a Clearing Firm

28
before the Trading Privilege Holder’s, Authorised Trading Firm’s or Customer’s right to

access to trade Cleared Contracts via the Facility will be reinstated.

(g) A DCO may be given access to the Facility for the purpose of obtaining any information required

by the DCO to clear contracts, including, without limitation, real-time data regarding Bids/Offers, PreArranged Crosses and the execution of transactions. IGDL may impose such restrictions on a DCO’s

access that it determines, in its sole discretion, are necessary and appropriate.

(h) Failure to Clear

(1) Subject to a Clearing Firm’s obligation to accept for clearing all Contracts resulting from

Bids/Offers or Pre-Arranged Crosses that satisfy the Risk-Based Limits in effect for a

Participant or Customer, any Cleared Contract, including one leg of a Package

Transaction, that is rejected for clearing by a Clearing Firm or DCO for any reason,

including an error by IGDL in permitting a Bid/Offer or Pre-Arranged Cross to be made

that did not satisfy the Risk-Based Limits in effect at the time the Bid/Offer or PreArranged Cross was made, shall be void ab initio and will be cancelled by IGDL. For the

avoidance of doubt, any component leg of a Package Transaction that was accepted for

clearing will not be affected by the rejection of another leg of the same Package

Transaction.

(2) Any Contract, including any component leg of a Package Transaction, that was executed

on the Facility without the intent to be cleared, but later determined by the parties to the

transaction to be cleared, will not be void if rejected for clearing by a DCO to which the

Contract or component leg of the Package Transaction was submitted.

(3) In the event a Cleared Contract, including one leg of a Package Transaction, is cancelled

by IGDL pursuant to this Rule 204(h), IGDL will report such cancellation to the relevant

SDR pursuant to Part 43 of the Commission Regulations.

(4) Any transaction cancelled under this Rule 204(h) (except for transactions rejected by a

DCO for credit reasons) may be re-executed pursuant to the procedures set forth in

Rule 316(i).

(i) Submission of Cleared Contracts to DCOs

(1) IGDL shall route each Cleared Contract executed on the Facility and accepted for

clearing by a Clearing Firm to the DCO identified pursuant to Rule 208(e) as soon as

technologically practicable after execution, and in no event later than ten (10) minutes

after execution. IGDL may do so either by submitting the Cleared Contract directly to the

DCO or by routing the Cleared Contract through an Affirmation Hub.

(2) Cleared Contracts that are routed through an Affirmation Hub shall be routed in

accordance with the following procedures:

(i) All Cleared Contracts executed as Pre-Arranged Crosses, via Voice RFQ or on

the Order Book with the assistance of an Execution Specialist, 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

(ii) All other Cleared Contracts shall be automatically submitted by the Affirmation

Hub to the relevant DCO as soon as technologically practicable after receipt from

IGDL, without Participants or Customers being provided the opportunity to Affirm.

29
(3) Failure by a Participant or Customer to Affirm a Cleared Contract routed through an

Affirmation Hub within the ten (10) minute time frame required by this Rule 204(i) shall be

a Violation; provided that:

(i) such failure shall be a Violation only by the Participant(s) or Customer(s), as

applicable, that failed to Affirm the Cleared Contract in accordance with this Rule;

and

(ii) no such failure shall be a Violation where the failure was substantially the result

of, as determined in IGDL’s discretion, any errors or delays caused by IGDL or

any Execution Specialist.

(4) The Compliance Function or a designated member of the Market Regulation Staff shall,

on a monthly basis, review the previous month’s Affirmations by Participants and

Customers for compliance with this Rule 204(i). Notwithstanding such regular monthly

reviews, the Compliance Function or any member of the Market Regulation Staff may

investigate possible Violations of this Rule 204(i) at any time upon becoming aware of

such possible Violation. Investigations of possible Violations of this Rule 204(i) shall be

conducted in accordance with Rule 502, including that the Compliance Function may

determine to impose summary fines in accordance with Rule 516. The Compliance

Function or a designated member of the Market Regulation Staff shall review each

possible Violation of this Rule 204(i) in light of all the facts and circumstances, including

whether any errors or delays were caused by IGDL or any Execution Specialist.

(j) FICC Clearing Member Representation

(1) Each Trading Privilege Holder that is not a FICC Clearing Member and is transacting in

the Swap component of a U.S. Dollar Swap Spread on the Facility as a principal shall

provide evidence, in form and substance satisfactory to, and approved by, the Facility

that a FICC Clearing Member will accept for clearing all U.S. Treasury Security

components of a U.S. Dollar Swap Spread executed on the Facility prior to such time as

the Facility acknowledges withdrawal of such obligation pursuant to Rule 204(j)(3) (a

“FICC Clearing Member Representation”).

(2) Each Trading Privilege Holder acting as Intermediary shall obtain from the Customer

evidence of a FICC Clearing Member Representation with respect to all U.S. Treasury

Security components of a U.S. Dollar Swap Spread executed on the Facility for such

Customer and submit such evidence to the Facility in form and substance satisfactory to,

and approved by, the Facility.

(3) A Trading Privilege Holder, on its own behalf or on behalf of its Customer, as the case

may be, may at any time withdraw any FICC Clearing Member Representation upon prior

written notice of such withdrawal to the Facility and acknowledgement of such withdrawal

by the Facility.

(4) Each Trading Privilege Holder or, if applicable, Customer must assist its FICC Clearing

Member and FICC in the clearing of its Cleared Treasury Securities.

(5) Upon the withdrawal of a FICC Clearing Member Representation by a Trading Privilege

Holder pursuant to Rule 204(j)(3), the right of such Trading Privilege Holder or its

Customer (as applicable) to enter into the Swap component of U.S. Dollar Swap Spreads

will be automatically terminated, and such Trading Privilege Holder (on its own behalf, or

on behalf of its Customer, as the case may be) must provide new evidence of a FICC

Clearing Member Representation from a FICC Clearing Member before the Trading

30
Privilege Holder’s or Customer’s right to enter into the Swap component of U.S. Dollar

Swap Spreads via the Facility will be reinstated.

(6) Each Participant or, where a transaction is on behalf of a Customer, the relevant

Customer, is obligated to settle all U.S. Treasury Security components of a U.S. Dollar

Swap Spread where the Swap component is traded on the Facility. Any failure to settle

such U.S. Treasury component shall be a Violation; provided that, in the event FICC

rejects such U.S. Treasury Security for clearing due to operational error beyond the

control of the relevant Participant or Customer, the failure to settle such U.S. Treasury

component shall not be a Violation.

(k) Breakage Agreements Prohibited. Participants and Customers are prohibited from requiring a

Breakage Agreement from any other Participant or Customer as a condition of trading with that other

Participant or Customer.

Rule 205 Application for and Grant of Trading Privileges

(a) Application Requirement. Each applicant for Trading Privileges will submit an application to IGDL

in a form and manner prescribed by IGDL. Each applicant will promptly update the application materials

if any of the information provided therein becomes inaccurate or incomplete after the date of submission

and prior to any approval of the application. IGDL will act upon, and approve or disapprove, any such

application without unreasonable delay.

(b) Grant of Trading Privileges. Upon submission of an application and satisfaction of the applicable

requirements and procedures set forth in this Chapter 2, and approval by IGDL, a person applying for

Trading Privileges will be granted Trading Privileges. If the application process is not completed by the

applicant within six months of submission of an application and payment of any applicable fee, the

application will be deemed to be withdrawn.

(c) Any applicant who has been deniedDenial of Trading Privileges or . Any applicant whose

application for Trading Privileges, including Authorised Trader or Authorised Trading Firm status with a

Trading Privilege Holder, and any Trading Privilege Holder or Authorised Trader or Authorised Trading

Firm of a Trading Privilege Holder who is not permitted to keep its, his or her Trading Privileges or

maintain his or her status as an Authorised Trader or Authorised Trading Firmis denied may request an

appeal of IGDL’s decision pursuant to the procedures set forth in Rule 205(e). No determination of IGDL

to discontinue a person’s Trading Privileges or Authorised Trader or Authorised Trading Firm status will

take effect until the review procedures hereunder have been exhausted or the time for review has

expired.Rule 214.

(d) Re-application. Any applicant to become a Trading Privilege Holder who has been denied

Trading Privileges pursuant to this Rule 205 and Rule 214 will not be eligible for re-application during the

six months immediately following such denial.

(e) Appeal of Denial of Trading Privileges or Suspension or Termination of Access

(1) If IGDL, pursuant to this Rule, denies an application for Trading Privileges or association with

a Trading Privilege Holder as an Authorised Trader or Authorised Trading Firm, or

determines not to permit a person to keep its Trading Privileges or maintain its

association as an Authorised Trader or Authorised Trading Firm, or suspends or revokes

a Participant’s or Customer’s access to the Facility pursuant to Rule 206(a) or (e), then,

in any such case, the affected applicant, Trading Privilege Holder, Authorised Trader

Authorised Trading Firm, Participant or Customer, as the case may be, within seven days

after receiving written notice of such decision, may request in writing that IGDL provide

the reasons therefor in writing. Within 14 days of receiving any such written request,

IGDL will provide the applicant, Trading Privilege Holder, Authorised Trader, Authorised

31
Trading Firm, Participant or Customer, as the case may be, with such reasons in writing.

Within 14 days of receiving IGDL’s written response, the applicant, Trading Privilege

Holder, Authorised Trader, Authorised Trading Firm, Participant or Customer, as the

case may be, may request, in writing, that the Participation Committee reconsider IGDL’s

initial decision and may provide any written representations or other information that the

applicant, Trading Privilege Holder, Authorised Trader, Authorised Trading Firm,

Participant or Customer, as the case may be, believes is relevant to the reconsideration.

(2) Within 28 days of receiving either a written request for reconsideration or written

representations or information from the applicant, Trading Privilege Holder, Authorised

Trader, Authorised Trading Firm, Participant or Customer, as the case may be, or a

statement from such person that no such representation or information is to be made or

supplied, the Participation Committee will either confirm, reverse or modify the initial

decision and will promptly notify the applicant, Trading Privilege Holder, Authorised

Trader, Authorised Trading Firm, Participant or Customer, as the case may be,

accordingly. The Participation Committee may in its discretion schedule a hearing or

establish any other process that it believes is necessary and appropriate to consider the

request for reconsideration. Any decision by the Participation Committee pursuant to this

subparagraph (2) constitutes the final action of IGDL with respect to the matter in

question and is not subject to appeal. Any action that may be taken by the Participation

Committee under this Rule 205(e) or (f) may be taken by the Board if no Participation

Committee has been established.

(f) Effective Date of Denial of Trading Privileges or Suspension or Termination of Access

(1) If IGDL, pursuant to this Rule, makes a final determination to deny an application for Trading

Privileges or association with a Trading Privilege Holder as an Authorised Trader or

Authorised Trading Firm, or determines not to permit a person to keep its Trading

Privileges or maintain its association as an Authorised Trader or Authorised Trading

Firm, or suspends or revokes a Participant’s or Customer’s access to IGDL pursuant to

Rule 206(a) or (e), then the Participation Committee shall provide written notice within

thirty (30) days of its determination to the applicant, Participant or Customer, as

applicable. The written notice must include:

(i) the name of the applicant, Participant or Customer;

(ii) a statement of the Participation Committee’s reasons for the denial of Trading

Privileges, suspension or revocation of access to IGDL, including a listing of any

Rules the Participation Committee determined were Violated and whether the

Violation resulted in any financial harm to Customers;

(iii) a statement of the conclusions and findings of the Participation Committee with

respect to each Violation, or, in the event of a settlement, a statement specifying

the alleged Violations;

(iv) the terms of the denial of Trading Privileges, suspension or revocation of access to

IGDL;

(v) the date on which the determination was made and the effective date of the

determination; and

(vi) a statement informing the applicant, Participant or Customer that the denial of

Trading Privileges, suspension or revocation of access to IGDL may be appealed

to the Commission pursuant to Part 9 of the Commission Regulations.

32
(2) IGDL shall also provide the written notice to the NFA through the NFA’s Background Affiliation

Status Information Center (“BASIC”), or deliver the written notice to NFA to be input into

BASIC.

(3) Any decision by IGDL to deny Trading Privileges pursuant to this Rule 205 or to suspend or

revoke access to IGDL pursuant to Rule 206(a) or (e)shall be the final decision of IGDL

and shall become effective in accordance with the timeline set forth in Rule 513(b).

(4) If IGDL denies Trading Privileges pursuant to this Rule 205 or suspends or revokes access to

the SEF pursuant to Rule 206(a) or (e), it must publicly publish the information contained

in the written notice pursuant to Rule 205(f)(1).

Rule 206 Participant and Customer Obligations; Suspension or Termination of Access

(a) Each Participant and Customer must comply with these Rules, applicable provisions of the Act,

and relevant Commission Regulations and FCA rules. Each Participant and Customer must also

cooperate promptly and fully with IGDL, its agents, its Regulatory Services Provider, and/or a Regulatory

Agency in any investigation, call for information, inquiry, audit, examination, or proceeding. Such

cooperation shall include a duty to provide supplemental verbal or other information if the Participant or

Customer learns that a previous response is incomplete or incorrect in any material respect. Additionally,

each Trading Privilege Holder must update its email address promptly after any change and update all

other material information provided in its application for Trading Privileges within five days after that

information has changed. If any Participant or Customer fails to satisfy these obligations, IGDL may

revoke or suspend the Participant’s or Customer’s access to the Facility in full or in part.

(b) Each Participant and Customer consents to allow IGDL to provide all information IGDL has about

the Participant or Customer, including the Participant’s or Customer’s trading activity, to the Regulatory

Services Provider, the Commission or any other Regulatory Agency, law enforcement authority, or judicial

tribunal, including (as may be required by information sharing agreements or other contractual,

regulatory, or legal provisions) foreign regulatory or self-regulatory bodies, law enforcement authorities,

judicial tribunals and any other service provider to IGDL solely in connection with the service provider’s

performance of services to IGDL and subject to the service provider’s agreeing to maintain such

information as confidential, including that such service provider shall not:

(1) use such information for any purpose other than in connection with providing services to

the Facility (including that it may not otherwise use such information for its own business

or marketing purposes), unless specifically required in order to fulfill such service

provider’s regulatory obligations; or

(2) disclose such information to any other person, except (i) to its employees or Affiliates,

provided that the employees or Affiliates are subject to confidentiality obligations at least

as stringent as those applicable to the service provider, and that, in each case, such

disclosure is necessary for the performance of services to the Facility by the service

provider, or (ii) if compelled to do so by valid legal or regulatory process, provided that

the service provider notifies IGDL in advance thereof to the extent permitted.

(c) Each Participant is required to review the “NoticesRegulation” section of IGDL’s website to make

itself aware of material changes to these Rules or other notices that may affect their rights and obligations

as a Participant.

(d) Each Trading Privilege Holder must diligently supervise all activities of the Trading Privilege

Holder’s employees and/or agents, including all Authorised Traders and Authorised Trading Firms

relating to transactions effected on the Facility. Any Violation by any employee of a Trading Privilege

33
Holder, including an Authorised Trader or Authorised Trading Firm, shall constitute a Violation by such

Trading Privilege Holder.

(e) IGDL may revoke or suspend a Participant’s access to the Facility in full or in part if the

Participant acts as an Intermediary on behalf of a Customer and such Customer maintains a position in

any Contract that, when considered in light of the other positions maintained by the Participant through

which such Customer accesses the Facility, and any other factors that IGDL reasonably deems relevant,

IGDL reasonably believes could jeopardise the financial safety of such Participant or any of such

Participant’s other Customers. In making this determination, IGDL may consider any relevant factors,

including, as applicable, (i) the positions maintained by such Participant, such Participant’s Authorised

Traders, Authorised Trading Firms and other Customers, (ii) financial information provided by such

Participant; and (iii) in consultation and coordination with the relevant DCOs, the level of margin

maintained by such Participant at such Participant’s Clearing Firm.

(f) If IGDL suspends or revokes a Participant’s or Customer’s access to the Facility pursuant to

Rule 206(a) or (e), such Participant or Customer may request an appeal of IGDL’s decision pursuant to

the procedures set forth in Rule 214.

(g) (f) Each Trading Privilege Holder which is a Swap Dealer or Major Swap Participant and enters

into or facilitates a Swap that is subject to mandatory clearing under Section 2(h) of the Act shall be

responsible for compliance with the mandatory trading requirement under Section 2(h)(8) of the Act.

Rule 207 Customers

(a) No Participant shall act as an Intermediary unless the Trading Privilege Holder has entered into

an agreement with the Customer that provides that the Customer agrees that all Contracts shall be

governed by the Rules, the Act and the Commission Regulations and FCA rules, insofar as they are

applicable to that Contract, although no such agreement shall be required by these Rules when the

Customer of a Trading Privilege Holder is another Trading Privilege Holder.

(b) Where a Customer and Intermediary are both Trading Privilege Holders, the Customer shall

provide IGDL with such notice of the relationship as IGDL may require from time to time.

(c) Each Customer shall be the principal to all executed transactions resulting from any Bids/Offers

or Pre-Arranged Crosses entered on behalf of the Customer. Where a Participant is acting as an

Intermediary on behalf of a Customer, the Participant shall have no liability, whether or not the identity of

the Customer has been disclosed, in respect of any transactions executed on behalf of a Customer, to

any other party, including any other Participant or the Customer of any other Participant.

(d) Except to the extent that IGDL sends Confirmations of Contracts directly to the relevant

Customer, each such Customer authorises IGDL to send Confirmations of Contracts entered into through

an Intermediary to the Intermediary and authorises such Intermediary to accept such Confirmations on

behalf of the Customer.

Rule 208 Recordkeeping

(a) Each Participant and Customer must prepare and keep current all books, ledgers and other

similar records required to be kept by it pursuant to Applicable Law and the Rules of the Facility.

(b) Each Participant and Customer shall keep records of the Swaps it trades on or subject to the

Rules, and of its trading in each index, instrument or commodity underlying such Swaps, as well as of its

trading of other derivatives that are based on any such index, instrument or commodity. These records

shall include records of purchases, sales, ownership, production, processing and use of such Swaps,

34
indices, instruments, commodities and derivatives, and may be in the form customarily generated in

accordance with sound commercial practices in the relevant markets.

(c) Each Participant and Customer must keep all books and records required to be kept by it

pursuant to the Rules for a period of five years from the date on which they are first prepared, unless

otherwise provided in the Rules or required by Applicable Law. Such books and records must be readily

accessible during the first two years of such five-year period. During such five- year period, all such

books and records must, where Applicable Law requires it, be made available for inspection by, and

copies thereof must be delivered to IGDL, IGDL’s Regulatory Services Provider, the Commission, the

U.S. Department of Justice, the FCA, any other European Union regulatory agency governing a

Participant and/or Customer and the authorised representatives of the foregoing, upon request.

(d) All Bids/Offers submitted to the Facility and all transactions executed through the Facility are

subject to the Record Keeping Obligation under MiFID II. Each Participant submitting Bids/Offers must

provide with the Bid/Offer all data required to enable IGDL to meet its obligations pursuant to the Record

Keeping Obligation. Participants shall respond promptly to requests by the IGDL to complete, update or

correct data.

(e) In addition, the following information must be provided to IGDL by each Participant prior to

entering a Bid/Offer or Pre-Arranged Cross with respect to any Swap traded on the Facility:

 Authorised Trader ID

 Trading Privilege Holder ID

 Swap

 Series, if applicable

 DCO where Swap is to be cleared

 Price

 Quantity

 Side of the Bid/Offer

 Customer Type Indicator Code (defined below)

 Trading account and other relevant account information, including Clearing Firm

 LEI of the Participant placing the Bid/Offer or initiating the RFQ

 For Intermediated Transactions, the LEI of the Customer

 Yes/no indication of whether the Participant or Customer is a Swap Dealer for that Swap

 Yes/no indication of whether the Participant or Customer is a Major Swap Participant

 Yes/no indication of whether the Participant or Customer is a Financial Entity

 Yes/no indication of whether the Participant or Customer is a U.S. person as defined by the

Commission;

35
 For Cleared Contracts, confirmation of the availability of credit at the Clearing Firm to which any

resulting transaction will be submitted for clearing at the relevant DCO;

 Any information required by the applicable System Protocol; and

 If the Swap will be allocated:

o an indication that the Swap will be allocated;

o the LEI of the Account Manager;

o if the Swap is a pre-execution allocated Swap, the account and LEI for each

Customer that will receive allocations;

o an indication of whether the Swap is a post-execution allocation Swap; and

o if the Swap is a post-execution allocation Swap, the unique Swap identifier of the

original transaction between the reporting counterparty and the agent.

For purposes of this Rule 208, the “Customer Type Indicator Codes” are as follows:

CTI 1 – Bid/Offer for the proprietary account of a Trading Privilege Holder that is a natural person.

CTI 2 – Bid/Offer for the proprietary account of a Trading Privilege Holder that is not a natural

person.

CTI 3 – Bid/Offer which an individual Trading Privilege Holder or Authorised Trader executes for

the proprietary account of another Trading Privilege Holder or for an account which the other

Trading Privilege Holder controls or has an ownership or financial interest in.

CTI 4 – Any Bid/Offer not meeting the definition of CTI 1, 2 or 3, including those entered on

behalf of Customers.

(f) The Rules regarding the recordkeeping obligations set forth in this Rule 208 shall be promulgated

to achieve the purposes and requirements of Applicable Law. While IGDL will have sole discretion,

subject to Applicable Law, to determine such Rules, IGDL will take into consideration in doing so

comparable requirements applicable to Participants.

36
Rule 209 Communications of IGDL with Participants

(a) Written Notices

IGDL will publish a notice with respect to each addition to, modification of, or clarification of the Rules, or

of any action taken to implement any Rule, in a form and manner that is reasonably designed to enable

each Trading Privilege Holder to become aware of and familiar with, and to implement any necessary

preparatory measures to be taken by it with respect to, such addition or modification, prior to the effective

date thereof; provided that any failure of IGDL to so publish a notice will not affect the effectiveness of the

addition or modification in question. Each Trading Privilege Holder will provide its respective Authorised

Traders, Authorised Trading Firms and Customers with copies of any such notice. For purposes of

publication in accordance with the first sentence of this Rule 209(a), it will be sufficient (without limiting

the discretion of IGDL as to any other reasonable means of communication) if a notice is (a) sent to each

Trading Privilege Holder by mail, recognised courier service, facsimile or electronic mail (including by

means of a hyperlink included in an electronic mail message), to the address, facsimile number or

electronic mail address (as applicable) provided by such Trading Privilege Holder for such purpose or

(b) published on the Facility’s website. Each Trading Privilege Holder, on its own behalf, and on behalf of

its Authorised Traders, Authorised Trading Firms and Customers, as applicable, must monitor the

Facility’s website for any notices published under this Rule 209(a).

(b) Recording of Communications

IGDL and Trading Privilege Holders may record conversations and retain copies of electronic

communications between officers, employees or agents of IGDL, on the one hand, and Trading Privilege

Holders (including their Affiliates), Authorised Traders, Authorised Trading Firms or Customers, on the

other hand. Any such recordings or other records may be retained by IGDL or such Trading Privilege

Holder, as the case may be, in such manner and for such periods of time as IGDL, or such Trading

Privilege Holder, as the case may be, may deem necessary or appropriate.

Rule 210 Required Disclosures to IGDL

Each Trading Privilege Holder must promptly notify IGDL in writing upon becoming aware:

(a) that the Trading Privilege Holder, any of the Trading Privilege Holder’s officers or any of the

Trading Privilege Holder’s Authorised Traders or Authorised Trading Firms has been the subject of a

material sanction, penalty or other adverse action by any Regulatory Agency which is related to

transactions in Swaps, futures, options on futures, securities, commodities, or Swaps-related banking;

(b) that the Trading Privilege Holder, any of the Trading Privilege Holder’s officers or any of the

Trading Privilege Holder’s Authorised Traders or Authorised Trading Firms has been convicted of, pled

guilty or no contest to, or entered in a plea agreement of a material nature in any domestic, foreign or

military court which involves:

(1) embezzlement, theft, extortion, fraud, fraudulent conversion, forgery, counterfeiting, false

pretences, bribery, gambling, racketeering, or misappropriation of funds, securities or

properties; or

(2) any transaction in or advice concerning Swaps, futures, options on futures, securities,

commodities, or Swaps-related banking;

(c) that the Trading Privilege Holder, any of the Trading Privilege Holder’s officers or any of the

Trading Privilege Holder’s Authorised Traders or Authorised Trading Firms is subject to material

regulatory proceedings before any Regulatory Agency which are related to transactions in Swaps,

futures, options on futures, securities, commodities, or Swaps-related banking;

37
(d) that the Trading Privilege Holder, any of the Trading Privilege Holder’s officers or any of the

Trading Privilege Holder’s Authorised Traders or Authorised Trading Firms have been denied or

withdrawn any application for registration or license submitted to any Regulatory Agency, and of any

material revocation, suspension or conditioning of any registration or license granted by any Regulatory

Agency, which in each case is related to transactions in Swaps, futures, options on futures, securities,

commodities, or Swaps-related banking;

(e) that any of the Trading Privilege Holder’s Authorised Traders or Authorised Trading Firms have:

(1) had their status as an Authorised Trader or Authorised Trading Firm permanently

revoked by the Trading Privilege Holder, whether due to employment termination,

termination of status as a Customer or otherwise; or

(2) had their access to the Facility temporarily revoked by the Trading Privilege Holder;

(f) of any material change:

(1) in any information contained in the Trading Privilege Holder’s membership application, or

in an Authorised Trader’s or Authorised Trading Firm’s application pursuant to Rule 202,

including a Trading Privilege Holder’s, Authorised Trading Firm’s or Customer’s status as

an Eligible Contract Participant or an Eligible Counterparty; or

(2) to a Trading Privilege Holder’s signed representation to IGDL that each of its Customers

is an Eligible Contract Participant pursuant to Rule 202(e)(2);

(g) of any withdrawal from membership by the Trading Privilege Holder, any of the Trading Privilege

Holder’s officers or any of the Trading Privilege Holder’s Authorised Traders or Authorised Trading Firms,

in any SRO, designated contract market, DCO or swap execution facility;

(h) of any damage to, or failure or inadequacy of, the systems, facilities or equipment used to effect

transactions or perform financial obligations under or in connection with Contracts of the Trading Privilege

Holder or any of its Authorised Traders or Authorised Trading Firms;

(i) of any change in the location of the principal office of the Trading Privilege Holder or any of the

Trading Privilege Holder’s Authorised Traders or Authorised Trading Firms;

(j) of any failure to maintain segregated funds as required by the Commission when the Trading

Privilege Holder is a futures commission merchant registered with the Commission;

(k) of becoming subject to early warning reporting under Commission Regulation 1.12; and

(l) of becoming the subject of a bankruptcy proceeding or being unable to meet any financial

obligation as it becomes due.

Rule 211 Dues, Fees and Expenses

(a) Subject to the rest of this Rule 211, the Board has the sole power toor its designee shall set the

payment dates and amounts of any dues, assessments or fees to be levied on Trading Privilege Holders,

which dues, assessments or fees will be payable to IGDL on the terms set out in the relevant invoice.

(b) Fees will be the same for Trading Privilege Holders receiving the same access to, or services

from, the Facility. IGDL may, from time to time, establish different fee structures for different categories of

Trading Privilege Holders based on non-discriminatory, measurable and objective criteria, applied

impartially in a fair and nondiscriminatory manner, relating to: (i) the total volume traded, the numbers of

trades or cumulated trading fees; (ii) the services or packages of services provided; (iii) the scope or field

38
of use demanded; or (div) the provision of liquidity in accordance with Article 48(2) of Directive

2014/65/EU or in a capacity of being a market maker as defined in Article 4(1)(7) of Directive

2014/65/EU.

(c) If a Trading Privilege Holder fails to pay when due any IGDL dues, assessments or fees levied on

such Trading Privilege Holder, and such payment obligation remains unsatisfied thirty (30) days after its

due date, IGDL may suspend, revoke, limit, condition, restrict or qualify the Trading Privileges of such

Trading Privilege Holder as it deems necessary or appropriate.

(d) IGDL’s fee schedule will be made available to Participants upon request. By accessing the

Facility, Participants agree to be bound by the fee schedule in effect at the time the applicable Facility

services are rendered.

Rule 212 Market Maker Programs

IGDL may from time to time adopt, pursuant to Part 40 of the Commission Regulations, one or more

programs under which one or more Trading Privilege Holders or others may be approved and designated

as market makers with respect to one or more Contracts in order to provide liquidity and orderliness in the

market or markets for such Contract or Contracts. Any such program may provide for any or all of the

following:

(a) qualifications, including any minimum net capital requirements, that any such market maker must

satisfy;

(b) the procedure by which Trading Privilege Holders or others may seek and receive designation as

market holders;

(c) the obligations of such market makers, including any applicable minimum bid and offer

commitments;

(d) the benefits accruing to such market makers, including priority in the execution of transactions

effected by Trading Privilege Holders or others as approved by IGDL in their capacity as market makers,

reduced transaction fees or the receipt of compensatory payments from IGDL;

(e) the requirement that such designated market makers agree to abide by the Rules and are subject

to the jurisdiction of the Facility; and

(f) any pre-trade trade transparency requirements that may apply to the best Bid/Offer prices and

volumes of any such market makers.

Rule 213 Independent Software Vendors

IGDL shall provide impartial access to independent software vendors who enter into a development and

maintenance agreement with IGDL (an “ISV Development and Maintenance Agreement”). Fees will be

comparable for independent software vendors receiving comparable access to, or services from, IGDL.

Each independent software vendor that enters into an ISV Development and Maintenance Agreement

must satisfy the following criteria, which IGDL shall apply in a fair and nondiscriminatory manner:

(a) If required to be registered in any capacity under Applicable Law, it has duly registered in such

capacity and such registration is in effect and has not lapsed or been revoked, suspended or withdrawn;

(b) It complies with the applicable technical access standards, system compatibility requirements,

security protocols and technical specifications for connection to IGDL’s electronic systems as may be

specified by IGDL from time to time;

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(c) It must ensure that each person that uses the independent software vendors to access the

Facility is either a Participant or a Customer of a Participant authorised as such in accordance with these

Rules;

(d) It may provide data obtained from the Facility solely to such Participants or Customers of

Participants in connection with their actual and proposed trading activity in Contracts and similar

contracts, and shall not provide such data to any other swap execution facility, security-based swap

execution facility, designated contract market, national securities exchange or other trading facility or

system without the prior written consent of IGDL;

(e) In the case of any RFQ or Bid/Offer submitted to IGDL through an independent software vendor,

the independent software vendor will provide sufficient detail to identify the Participant (and, in the case of

a Customer transaction, the Customer) as required by IGDL; and

(f) It satisfies such other impartial and transparent criteria as IGDL may specify from time to time,

subject to Applicable Law.

Rule 214 Access Denial Actions

(a) Notice of Access Denial Action

(1) If IGDL denies an application for Trading Privileges, including association with a Trading

Privilege Holder as an Authorised Trader or Authorised Trading Firm, pursuant to

Rule 205, or suspends or revokes a Participant’s or Customer’s access to the Facility

pursuant to Rule 206(a) or (e), IGDL will promptly notify the relevant applicant,

Participant or Customer in writing of such denial.

(2) No determination of IGDL to revoke a person’s access to the Facility will take effect until

the review procedures set forth in this Rule 214 have been exhausted or the time for

review has expired.

(3) If no request for an appeal is made within seven days after receiving written notice of the

denial of the relevant application or suspension or termination of access to IGDL, the

denial, suspension or termination shall be the final determination of IGDL and a notice

will be provided in accordance with Rule 214(c).

(b) Appeal of Denial of Trading Privileges or Suspension or Termination of Access

(1) Within seven days after receiving the written notice of the denial of the relevant

application or suspension or termination of access to IGDL, the affected applicant,

Participant or Customer, as the case may be, may request in writing that IGDL provide

the reasons therefor in writing. Within 14 days of receiving any such written request,

IGDL will provide the applicant, Participant or Customer, as the case may be, with such

reasons in writing. Within 14 days of receiving IGDL’s written response, the applicant,

Participant or Customer, as the case may be, may request, in writing, that the

Participation Committee reconsider IGDL’s initial decision and may provide any written

representations or other information that the applicant, Participant or Customer, as the

case may be, believes is relevant to the reconsideration.

(2) Within 28 days of receiving either a written request for reconsideration or written

representations or information from the applicant, Participant or Customer, as the case

may be, or a statement from such person that no such representation or information is to

be made or supplied, the Participation Committee will either confirm, reverse or modify

the initial decision and will promptly notify the applicant, Participant or Customer, as the

case may be, accordingly. The Participation Committee may in its discretion schedule a

40
hearing or establish any other process that it believes is necessary and appropriate to

consider the request for reconsideration. Any decision by the Participation Committee

pursuant to this subparagraph (2) constitutes the final action of IGDL with respect to the

matter in question and is not subject to appeal.

(c) Effective Date of Denial of Trading Privileges or Suspension or Termination of Access

(1) If IGDL makes a final determination to deny an application for Trading Privileges

pursuant to Rule 205, or suspends or revokes a Participant’s or Customer’s access to

IGDL pursuant to Rule 206(a) or (e), IGDL shall provide written notice within thirty

(30) days of its determination to the applicant, Participant or Customer, as applicable.

The written notice must include the information required by Part 9 of the Commission

Regulations. Unless otherwise determined by IGDL in accordance with Part 9 of the

Commission Regulations, the written notice will include:

(i) the name of the applicant, Participant or Customer;

(ii) a statement of the Participation Committee’s reasons for the denial of Trading

Privileges, suspension or revocation of access to IGDL, including details

regarding the Contracts involved, if any, and a listing of any Rules the

Participation Committee determined were Violated and whether the Violation

resulted in any financial harm to Customers;

(iii) if applicable, a statement of the conclusions and findings of the Participation

Committee with respect to each Violation, or, in the event of a settlement, a

statement specifying the alleged Violations;

(iv) the terms of the denial of Trading Privileges, suspension or revocation of access

to IGDL;

(v) the date on which the determination was made and the effective date of the

determination; and

(vi) a statement informing the applicant, Participant or Customer that the denial of

Trading Privileges, suspension or revocation of access to IGDL may be appealed

to the Commission pursuant to Part 9 of the Commission Regulations.

(2) IGDL shall also provide the written notice to the NFA through the NFA’s Background

Affiliation Status Information Center (“BASIC”).

(3) Any final decision by IGDL to deny Trading Privileges pursuant to Rule 205 or to suspend

or revoke access to IGDL pursuant to Rule 206(a) or (e) shall be the final decision of

IGDL and shall become effective in accordance with the timeline set forth in Rule 513(b).

(4) If IGDL denies Trading Privileges pursuant to Rule 205 or suspends or revokes access to

the SEF pursuant to Rule 206(a) or (e), it must publicly publish and maintain on its

website the information contained in the written notice pursuant to Rule 214(c)(1).

(d) Any action that may be taken by the Participation Committee under this Rule 214(b) or (c) may be

taken by the Board if no Participation Committee has been established.

Rule 215 Rule 214 Withdrawal of Participant

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(a) To withdraw from the Facility, a Participant must notify IGDL in writing, following such procedures

as may be established by IGDL.

(b) IGDL may, in its reasonable discretion, refuse to accept a Participant’s withdrawal request or may

postpone the effective date of withdrawal of a Participant if IGDL considers it necessary for the protection

of the Participant’s Customers, other Participants or otherwise in the interests of IGDL.

(c) Based on the information provided to, and other information gathered by, IGDL regarding a

Participant’s withdrawal request, IGDL will determine whether to: (i) accept the withdrawal request;

(ii) postpone the effective date of the withdrawal; or (iii) impose any terms or conditions before or after the

effective date of withdrawal.

(d) If IGDL refuses to accept a Participant’s withdrawal request or postpones the effective date of

withdrawal of a Participant, IGDL may waive the obligation to pay some or all of the fees, costs and

charges that IGDL would have imposed during the period after the date on which the requested

withdrawal would have otherwise taken effect.

(e) When IGDL accepts the withdrawal of a Participant, all rights and privileges of such Participant

terminate (including the Trading Privileges and ability to access a Trading Platform). The accepted

withdrawal of a Participant shall not affect the rights of IGDL under the Rules or relieve the former

Participant of its obligations with respect to previously executed transactions (including any contractual

obligations relating to any Contracts entered into by such Participant, or the payment of any fees, costs,

or charges incurred prior to such withdrawal). Notwithstanding the accepted withdrawal of a Participant,

the withdrawn Participant remains subject to the jurisdiction of the Facility for acts done and omissions

made while a Participant, and must cooperate in any proceeding under Chapter 5 as if such withdrawal

had not taken place.

(f) Upon delivery of a withdrawal notice:

(1) Participant shall promptly notify its Authorised Traders and Authorised Trading Firms that

they may no longer access the Facility on behalf of Participant, and Participant shall with

reasonable diligence, to the extent practicable, terminate electronic access of its

Authorised Traders and Authorised Trading Firms to the Facility; and

(2) IGDL shall suspend Participant’s access to the Facility, promptly notify its relevant

personnel that Participant and its Authorised Trading Firms may no longer access the

Facility on behalf of Participant, and with reasonable diligence, to the extent practicable,

terminate electronic access of Participant’s Authorised Traders to the Facility.

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CHAPTER 3

TRADING PROCEDURES

Rule 301 Trading Sessions

Except as otherwise provided in these Rules or determined by the Board, transactions in any Contract will

only be executed during the Trading Session for such Contract. IGDL may from time to time modify its

regular Trading Session and establish Trading Sessions, in addition to the regular Trading Sessions, as it

deems appropriate.

Rule 302 Information about, and access to, IGDL’s Order Book

(a) Each Authorised Trader and each Trading Privilege Holder that is an individual will receive a user

identification (“ID”) and password. As a Trading Privilege Holder or Authorised Trader, such person will

be able to access IGDL’s Order Book, which functions as an electronic central limit order book and

provides the highest priority to Bids/Offers with the best price, for trading in the Swap asset classes or

sub-products approved for such Trading Privilege Holder or Authorised Trader, enter and accept

Bids/Offers, and otherwise access information regarding, or perform functions for, such person’s account

using its ID and password.

(b) For account security and audit trail purposes, each Trading Privilege Holder and Authorised

Trader agrees that IGDL may maintain logs of the IP address used to log on to any Order Book.

(c) Each Trading Privilege Holder will be responsible for protecting from improper disclosure its ID

and password, and the IDs and passwords of its Authorised Traders. In addition, a Trading Privilege

Holder may not knowingly or negligently permit any person not authorised by IGDL and by the Trading

Privilege Holder to use the ID and password to access the Order Book. Each Trading Privilege Holder is

required to immediately notify IGDL if it knows, or has reason to believe, that its ID and/or password, or

the ID and/or password of any Authorised Trader have been disclosed to any person not authorised by

IGDL and the Trading Privilege Holder to use such ID and/or password.

(d) Except as otherwise provided in Rule 102.

(1) each Trading Privilege Holder will be liable for all costs and any losses that it may incur

from transactions executed on the Facility by any person, authorised or not, using its ID

and password or the ID and/or password of any of its Authorised Traders; and

(2) IGDL will not be responsible in any way for unauthorised transactions for a Trading

Privilege Holder’s account.

(e) Each Trading Privilege Holder is responsible for contracting with a network provider through

which it will access the Facility and for having a backup service provider if the Trading Privilege Holder

deems it necessary. Each Trading Privilege Holder is also responsible for maintaining a network

connection speed adequate for its needs. IGDL will not be responsible in any way for any Bids/Offers

delayed or transactions missed or not executed in a timely fashion because of failure of the Trading

Privilege Holder’s Internet service provider or slowness of its network connection speed. No

communication from a Trading Privilege Holder will be deemed to have been received by IGDL until that

communication is logged by the Order Book server.

Rule 303 Algorithmic Trading

(a) Trading Privilege Holders, Authorised Traders and Authorised Trading Firms wishing to engage

in Algorithmic Trading must ensure that Algorithmic Trading is controlled and organised in accordance

43
with the requirements of MiFID II, and that their Algorithmic Trading is monitored by them to prevent

disorderly trading on IGDL.

(b) Trading Privilege Holders, Authorised Traders and Authorised Trading Firms wishing to engage

in Algorithmic Trading must, prior to the deployment or any substantial update of any trading Algorithm:

(1) undertake conformance testing to the standards prescribed under MiFID II;

(2) provide a certification to IGDL that the Algorithms employed by the Trading Privilege

Holder, Authorised Trader or Authorised Trading Firm have been tested to avoid

contributing to, or creating, disorderly trading conditions and explain the means used for

such testing; and

(3) ensure that IGDL has assigned a unique Algo ID to the Algorithm.

(c) All Algorithmic Trading should be identified by the Trading Privilege Holder, Authorised Trader or

Authorised Trading Firm as such and must be routed to the Facility via trading permissions attributed to

an Authorised Algorithmic Trader.

Rule 304 Required Transactions

(a) No Participant shall execute a Required Transaction on the Facility other than via the Facility’s

Order Book or Request for Quote procedures, unless such transaction is a Block Trade, in which case it

shall be executed in accordance with Rule 309.

(b) Upon execution of a Required Transaction on the Facility, IGDL will report the transaction to the

SDR as soon as technologically practicable after execution in accordance with Rule 310.

(c) CFTC Package Transactions. In accordance with NAL 17-55, expiring November 15, 2020, a

Participant may execute a Swap component of a Covered CFTC Package Transaction through any

method of execution offered by the Facility, notwithstanding that execution of such Swap component

would otherwise be a Required Transaction.

Rule 305 Permitted Transactions

(a) Participants may enter Bids/Offers for Permitted Transactions directly into the Facility’s Order

Book for that Contract.

(b) Participants may submit to an Execution Specialist for execution Permitted Transactions

negotiated and agreed to outside the Facility’s Order Book, at prices mutually agreed, with regard to

Contracts that have been designated by IGDL for such purpose (each such transaction a “Pre-Arranged

Cross”). Pre-Arranged Crosses that are submitted to an Execution Specialist for execution must be

submitted by the seller, unless otherwise agreed to by the parties; however, in the case of an

Intermediated Transaction, the Participant acting as the Intermediary shall have the obligation to submit

the Pre-Arranged Cross to the Execution Specialist. The Participant submitting the Pre-Arranged Cross

to the Execution Specialist must provide the information required by Rule 208(d) and (e).

(c) An Execution Specialist may facilitate the negotiation and execution of a Pre-Arranged Cross by

two Participants only as follows: upon request of a Participant, the Execution Specialist may, without

using any Trading Platform, Order Book or RFQ procedure, contact one or more other Participants to

determine interest in a Pre-Arranged Cross.

(d) Upon execution of the Permitted Transaction on the Facility, IGDL will report the transaction to

the SDR as soon as technologically practicable after execution in accordance with Rule 310.

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(e) Each Participant that is party to, or Intermediary in, a Pre-Arranged Cross executed pursuant to

section (b) of this Rule 305 must record the following details of the transaction: the Contract (including

the Delivery Month) to which such transaction relates; the number of Contracts traded; the price of

execution or premium; the identity of the counterparty; and, if applicable, details regarding the Customer

for which the transaction was executed, as well as, if applicable, the Underlying Interest and whether the

transaction involved a put or a call and the strike price. Upon request by IGDL, such Participant must

produce satisfactory evidence, including the transaction information referred to in the preceding sentence

that the transaction meets the requirements set forth in this Rule.

Rule 306 Execution Methods for Required Transactions

(a) Execution through the Order Book

(1) A Participant may enter Bids/Offers to transact in Contracts by electronic transmission

over a network or through an Execution Specialist. If a Participant submits a Bid/Offer to

the Order Book through an Execution Specialist, the Execution Specialist shall provide

the Participant with a confirmation that the Bid/Offer was entered into the Order Book as

soon as possible after such entry. Neither the Order Book nor an Execution Specialist

will disclose the identities of Participants submitting Bids/Offers prior to the execution of a

transaction through the Order Book.

(2) A Participant will enter a Bid/Offer to transact in one or more Contracts by indicating to

the Facility in the manner required by a Trading Platform or the Execution Specialist the

information required by Rule 208(e).

(3) The Participant will be responsible for any and all Bid/Offer entries it posts on the Facility.

Posted Bids/Offers are subject to acceptance by other Participants.

(4) The Order Book will keep an electronic record of all Bids/Offers to transact in Contracts,

and all executed transactions.

(5) The records kept by IGDL will include all of the Bid/Offer terms identified in this Rule 306

as well as the date and time that the transaction was executed.

(6) The Order Book will provide Participants with the ability to post firm Bids/Offers on a

centralised electronic screen that is accessible to all Participants with access to the

Order Book. Each Participant may then choose to transact on the basis of a firm

Bid/Offer by entering a Bid/Offer which accepts the firm Bid/Offer.

(7) For a Participant who has the ability to accept a Bid/Offer it submits on behalf of a

Customer or to execute Bids/Offers from two Customers against each other, or for two

Participants who desire to execute offsetting Bids/Offers as a result of pre-execution

discussions, the Participant or Participants must allow at least a 15 second delay

between the entry of those two Bids/Offers, such that one side of the potential transaction

is disclosed and made available to other Participants for at least 15 seconds (or such

other time as IGDL may publish for particular contracts) before the second side of the

potential transaction, whether for the Participant’s own account or for Participant’s

Customer, is submitted for execution. Participants and Customers may engage in

pre-execution discussions with regard to such Bids/Offers in accordance with

Rule 404(c).

(b) [NOT USED]

(c) Voice Request for Quote Systems. Participants may initiate either a Non-Directed Voice RFQ or

a Directed Voice RFQ by contacting an Execution Specialist. If the Participant does not specify that it

45
wishes the RFQ to go to less than all Participants, the Execution Specialist shall direct the RFQ to all

Participants.

(1) Non-Directed Voice RFQ.

(i) The Execution Specialist will transmit the RFQ to all other Participants, and all

other Participants may respond.

(ii) Prior to execution the Execution Specialist will not disclose the identities of

Participants who transmit or respond to a Non-Directed Voice RFQ.

(2) Directed Voice RFQ.

(i) The Execution Specialist will transmit the RFQ to no less than three

(3) Recipients, to which all such Recipients may respond.

(ii) A Participant that requests an Execution Specialist to send an RFQ to fewer than

all Participants may not request that an Execution Specialist send any RFQ to

another Participant that is affiliated with or controlled by the RFQ requester or to

two more Participants that are affiliated with or controlled by each other. An

Execution Specialist that sends an RFQ to fewer than all Participants, after

consideration of reasonably available information, may not knowingly send an

RFQ on behalf of the requesting Participant to another Participant that is

affiliated with or controlled by the RFQ requester, or to two or more Participants

that are affiliated with or controlled by each other. For purposes of this

Rule 306(c), “control” includes but is not limited to the grant of trading discretion

by one Participant to another.

(iii) The identity of a Directed Voice RFQ requester shall be disclosed to the

Recipients upon transmittal of any Directed Voice RFQ and the identities of the

Recipients that provide responses shall be disclosed to the RFQ requestor at the

time of such responses.

(iv) A Participant may elect to not receive Directed Voice RFQs upon written notice

to the Facility.

(3) With respect to both Non-Directed Voice RFQs and Directed Voice RFQs:

(i) Together with the first response from any Recipient, the Execution Specialist will

communicate to the requesting Participant any firm resting Bid/Offer for the Swap

indicated in the RFQ that is posted in the Order Book together with any

responses to the RFQ from the Recipients.

(ii) Responses to RFQs must be in the form of a Bid/Offer. The RFQ requestor may

accept such RFQ response by submitting a corresponding Bid/Offer.

(iii) An Execution Specialist will act in accordance with a Participant’s instructions,

the Rules and Applicable Law.

(4) Managed Orders. With respect to Non-Directed Voice RFQs only:

(i) Unless otherwise instructed by a Recipient, an unfilled Bid/Offer provided in

response to an RFQ shall be entered into the Order Book by an Execution

Specialist on behalf of a Participant (“Managed Orders”).

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(ii) Execution Specialists shall cancel a Managed Order if:

A. The Participant instructs the Execution Specialist to cancel the Managed

Order;

B. The Participant is filled in the same instrument in an RFQ and the

Managed Order is filled prior to the Execution Specialist cancelling the

order; or

C. Time has passed and market conditions have changed sufficiently since

the entry of the Managed Order such that the Managed Order should be

cancelled. The following conditions must be met before a Managed

Order is cancelled in the Order Book:

(aa) The Managed Order must be exposed to the Order Book for at

least 15 seconds; and

(bb) A material change in the equilibrium price of the particular

instrument has occurred as identified by any of the following:

i. New Bids/Offers, initiations of Voice RFQs, or responses

to Voice RFQs indicating one or more Participants are

willing to trade at a worse price; or

ii. The instrument’s mid-rate has moved through the

Managed Order’s price; or

iii. A material economic market event has occurred,

including, but not limited to, U.S. Department of Labor’s

Bureau of Labor Statistics Economic News Releases,

Federal Reserve announcements, or natural or manmade disasters.

(iii) Failure of an Execution Specialist to cancel a Managed Order pursuant to

Rule 306(c)(4)(ii) prior to it being filled in whole or in part shall be considered an

error of the Facility that may be cancelled pursuant to Rule 316(a).

Rule 307 Work Up

Work-up sessions in Required Transactions are permitted in both electronic trading and RFQ, subject to

the System Protocol for the Trading Platform for each product. Work-up transactions do not qualify as a

Block Trade even if a Participant’s transactions as part of the work-up session has a notional or principal

amount at or above the Appropriate Minimum Block Size applicable to such Swap.

Rule 308 Acceptable Bids and Offers

(a) The Bid/Offer types shall be as specified in the appropriate System Protocol.

(b) A Participant submitting a Held Order for less than the Appropriate Minimum Block Size for

execution on the Facility shall submit such a Held Order directly to the Order Book or, if submitted to the

Facility through an Execution Specialist, such Execution Specialist shall submit such a Held Order directly

to the Order Book.

Rule 309 Block Trades

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Participants must enter into uncleared Block Trades away from the Facility, i.e. outside a Trading

Platform, System, Order Book, RFQ procedure or Prearranged Cross procedure under Rule 305(b).

Participants may enter into Block Trades in Cleared Contracts in accordance with Rule 309(f). All Block

Trades must be executed at prices mutually agreed, with regard to Contracts that have been designated

by IGDL for such purpose, subject to the following conditions:

(a) The Block Trade must be for at least such minimum number of Contracts as will from time to time

be specified by IGDL (the “Appropriate Minimum Block Size”). Except as may otherwise be permitted

by Commission Regulation 43.6(h)(6), Participants shall not aggregate Contracts of different Participants

or Customers to achieve the Appropriate Minimum Block Size. Furthermore, each Swap leg of a

Package Transaction must achieve the Appropriate Minimum Block Size independently of each other

Swap leg of the Package Transaction. The current Appropriate Minimum Block Sizes are posted on the

“Regulation” section of the IGDL website.

(b) When negotiating or executing a Block Trade, a Participant must ensure that the price quoted for

a Block Trade represents a fair and reasonable price. The price at which a Block Trade is executed must

be fair and reasonable in light of (i) the size of such Block Trade, (ii) the prices and sizes of other

transactions in the same Contract at the relevant time, (iii) the prices and sizes of transactions in other

relevant markets at the relevant time, and (iv) the circumstances of the parties to such Block Trade.

(c) Block Trades that are not Cleared Contracts must be reportedsubmitted to the Facility by the

seller, unless otherwise agreed to by the parties, as soon as technologically practicable after execution,

and in no event later than ten (10) minutes after execution, by contacting an Execution Specialist;

however, in the case of an Intermediated Transaction, the Participant acting as the Intermediary shall

have the obligation to reportsubmit the Block Trade to the Facility as soon as technologically practicable

after execution. The Participant reportingsubmitting the Block Trade to the Facility must explicitly state to

the Execution Specialist that the parties are electing to have the Block Trade treated as such, must state

the time of execution to the nearest second and must provide the information required by Rule 208(e).

(d) IGDL will review the information submitted by the Participants for a Block Trade that is not a

Cleared Contract and will post the transaction to a Trading Platform if the details are complete and

accurate in accordance with this Rule. IGDL will report the transaction to the SDR as soon as

technologically practicable after execution in accordance with Rule 310 and will identify the Block Trade

as such in the report. IGDL will not disclose any detail of a Block Trade that is not a Cleared Contract

prior to the public dissemination of the Block Trade by the SDR.

(e) Each Participant that is party to, or Intermediary for, a Block Trade that is not a Cleared Contract

must record the following details of the transaction: the Contract (including the Delivery Month) to which

such transaction relates; the number of Contracts traded; the price of execution or premium; the time of

execution; the identity of the counterparty; and, if applicable, details regarding the Customer for which the

transaction was executed, as well as, if applicable, the Underlying Interest and whether the transaction

involved a put or a call and the strike price. Upon request by IGDL, such Participant must produce

satisfactory evidence, including the information referred to in the preceding sentence that the transaction

meets the requirements set forth in this Rule.

(f) In accordance with NAL 17-60, expiring November 15, 2020, a Participant may execute a Block

Trade that is a Cleared Contract either (i) via the Facility’s voice RFQ procedures in Rule 306(c), with the

exception that there shall be no minimum number of required Participants to whom an RFQ must be sent,

or (ii) as a Pre-Arranged Cross in accordance with the procedures in Rule 305, notwithstanding that the

execution of the Block Trade does not occur away from the Facility’s trading system. Each Block Trade

executed pursuant to this Rule 309(f) must involve Contracts listed by the Facility, be executed pursuant

to the Rules and meet the Appropriate Minimum Block Size. The Facility will report each Block Trade

transaction to the SDR as soon as technologically practicable after execution in accordance with

48
Rule 310. The Facility will not disclose any detail of such a Block Trade prior to the public dissemination

of the Block Trade by the SDR.

(g) Each counterparty to a Block Trade must be an Eligible Contract Participant.

(h) Each Intermediary entering into a Block Trade on behalf of a Customer (or in the case of an

Authorised Trader acting as an Intermediary, its Trading Privilege Holder’s Customer) must have received

a written instruction or consent to do so from the Customer prior to the execution of the Block Trade. The

written instruction or consent must be specific as to Block Trades but may be included in a power of

attorney or similar document in which the Customer provides the Intermediary with discretionary trading

authority to direct the trading in the Customer’s account.

(i) Any Block Trade in violation of these requirements will constitute conduct which is inconsistent

with just and equitable principles of trade.

(j) Nothing in this Rule 309 shall prohibit a Participant from executing a transaction via the Order

Book, vRFQ procedures or as a Pre-Arranged Cross that exceeds the Appropriate Minimum Block Size.

Such transactions will not receive treatment as Block Trades and will not be afforded a reporting time

delay under Part 43 of the Commission Regulations.

Rule 310 Reporting and Data Collection

(a) In furtherance of Applicable Law, IGDL will capture and retain all transaction data, so as to be

able to reconstruct all transactions within a reasonable period of time and to provide evidence of any

Violations.

(b) In furtherance of Applicable Law, IGDL will retain records for all transactions executed on the

Facility. This includes all Bids/Offers, RFQs and Pre-Arranged Crosses, whether accepted, unaccepted,

cancelled or modified, and all acceptances of such transactions.

(c) In furtherance of Applicable Law, IGDL shall maintain an electronic transaction history database,

which includes a history of all Bids/Offers and transactions, and also includes: (i) all data that are input

into the trade entry system; (ii) the categories of Participant or Customer for which each transaction is

executed, including whether the Participant or Customer executed the transaction for its own account;

(iii) timing and sequencing data adequate to reconstruct trading; and (iv) subject to Rule 310(h),

identification of each Participant or Customer to which fills are allocated.

(d) IGDL will use the electronic transaction history database to reconstruct trading and identify

possible Violations. In furtherance of Applicable Law, IGDL will conduct an annual review of compliance

by all Participants and Customers that are responsible for, or in control of, the creation of audit trail

records with its audit trail and recordkeeping requirements and will identify Participants and Customers

that may have failed to comply with such requirements. Such Participants and Customers will be subject

to investigation by the Market Regulation Staff for possible disciplinary action. The annual review must

include, but is not limited to, reviews of randomly-selected samples of front end audit trail data for order

routing systems; a review of the process by which user identifications are assigned and user identification

records are maintained; a review of usage patterns associated with user identifications to monitor for

violations of user identification Rules; and reviews of account numbers and Customer Type Indicator

Codes in transaction records to test for accuracy and improper use.

(e) All such information will be maintained by IGDL in a manner that protects it from unauthorised

alteration, as well as from accidental erasure or other loss.

(f) IGDL will publish trading information as required by:

49
(1) Core Principle 9, Commission Regulation § 37.901 and Part 16 of the Commission

Regulations; and

(2) FCA rules and MAR 5.8 and 5.9 (see also Rule 320).

50
(g) Reporting to SDRs.

(1) IGDL will report all transactions in Contracts executed on the Facility or pursuant to the

Rules to an SDR of IGDL’s choice as soon as technologically practicable after the

execution of such transaction. IGDL will report such transactions as set forth below:

(i) Cleared Contracts, including all Swap legs of a Package Transaction, in all asset

classes: IGDL reports to DTCC;

(ii) Non-Cleared Contracts, including all Swap legs of a Package Transaction, in all

asset classes: IGDL reports to DTCC.

With respect to Cleared Contracts, all Cleared Contracts are currently cleared by

LCH.Clearnet, CME, Eurex or JSCC and will be reported to DTCC. With respect to NonCleared Contracts, the Facility reports all such transactions to DTCC.

(2) As soon as technologically practicable after the execution of a Contract, IGDL will report

to both counterparties, and to the DCO, if any, that will clear the Contract: (i) the identity

of the SDR to which the Contract was reported; and (ii) the Contract’s unique Swap

identifier.

(3) All real-time data required by Part 43 of the Commission Regulations and all creation

data, including primary economic terms and confirmation data, required by Part 45 of the

Commission Regulations will be reported to the relevant SDR as provided for under

Part 43 and Part 45 of the Commission Regulations.

(4) IGDL will disseminate swap transaction and pricing data relating to Contracts to

Participants no earlier than the transmittal of such information to the relevant registered

SDR for public dissemination.

(5) After becoming aware of or being notified of any errors or omissions in the transaction or

pricing data set forth in a Confirmation by a Participant pursuant to Rule 313, the Facility

shall then promptly submit corrected data to the relevant SDR.

(6) Neither the Facility nor any Participant may submit or agree to submit a cancelation or

correction for the purposes of re-reporting Swap transaction and pricing data in order to

gain or extend a delay in public dissemination of accurate Swap transaction or pricing

data or to otherwise evade the reporting requirements of Part 43 of the Commission

Regulations.

(h) Post Trade Allocations.

(1) In reliance on NAL 17-54, expiring November 15, 2020, IGDL will not capture post-trade

allocations in its audit trail data or conduct associated audit trail reviews of post-trade

allocations.

(2) Each Participant and Customer shall provide IGDL post-trade allocation information to

the SEF upon the request of IGDL.

(3) During the course of any trade practice surveillance or market surveillance investigation

into any trading activity involving post-trade allocations, upon the request of the

Commission or otherwise, IGDL shall ascertain whether a post-trade allocation was

51
made. Upon determining that such an allocation was made, IGDL shall request, obtain

and review the post-trade allocation information as part of its investigation.

52
Rule 311 Bid/Offer Cancellation

(a) A Participant can submit instructions to either cancel or modify a Bid/Offer which that Participant

has placed on the Facility if that Bid/Offer has not yet been accepted. Upon receipt of instructions to

cancel a Bid/Offer that has not been executed, a Trading Platform will withdraw the Bid/Offer and confirm

the cancellation of the Bid/Offer. If a Participant modifies a Bid/Offer that has not been executed, IGDL

will treat the modified Bid/Offer as a new Bid/Offer.

(b) IGDL will attempt to cancel or modify an existing Bid/Offer after a Participant enters a cancellation

or modification instruction. However, the Bid/Offer may be executed before IGDL is able to cancel or

modify it. If a Bid/Offer has been filled in whole or in part, a Participant may modify or cancel only that

portion of the Bid/Offer (if any) that has not been executed. Once cancelled by IGDL, a Bid/Offer will not

be executed.

(c) Upon suspension or revocation of a Participant’s trading privileges by IGDL, any unaccepted

Bid/Offer on the Facility for such Participant shall be cancelled by IGDL.

Rule 312 [Reserved]

Rule 313 Enforceability of Transactions

(a) Settlement

(1) Each Participant or, where a transaction is on behalf of a Customer, the relevant

Customer, is obligated to settle all transactions executed, pursuant to the Rules in this

Chapter 3.

(2) A transaction executed on the Facility or subject to the Rules shall not be void, voidable,

subject to rescission, otherwise invalidated or rendered unenforceable as a result of:

(i) a violation by the Facility of Section 5h of the Act or Part 37 of the Commission

Regulations;

(ii) any Commission proceeding to alter or supplement a rule, term or condition

under Section 8a(7) of the Act or to declare an emergency under Section 8a(9) of

the Act; or

(iii) any other proceeding the effect of which is to: (A) alter or supplement a specific

term or condition or trading rule or procedures; or (B) require the Facility to adopt

a specific term or condition, trading rule or procedure, or to take or refrain from

taking a specific action.

(b) Issuance of Facility Confirmations for Cleared Contracts. Participants and Customers are

obligated to submit for clearing all Contracts so required by the Act, Commission Regulations and any

other applicable law. For Cleared Contracts, IGDL will provide the Trading Privilege Holder a

Confirmation of all the terms of each transaction executed on the Facility at the time of execution;

provided that where a Trading Privilege Holder is a Customer in an Intermediated Transaction, the

confirmation will be provided to the Intermediary in accordance with Rule 314(c). The Confirmation

provided by IGDL for Cleared Contracts will be the final legally binding confirmation of the terms of any

transaction executed on the Facility and will supersede any conflicting confirmation or agreement

provided to, or between, as applicable, Participants and Customers, regardless of when such other

confirmation is provided.

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(c) Issuance of Facility Confirmations for Uncleared Transactions

(1) The economic terms specific to the transaction agreed by each Participant and/or

Customer on the Facility with respect to an uncleared transaction shall be reflected by

the Facility in a written communication (the “Trade Communication”) issued to each

applicable Participant and/or Customer at the time of execution of the uncleared

transaction. The Trade Communication, together with the documents and agreements

(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 each

Participant and/or Customer are party (the “Terms Incorporated by Reference”) shall,

taken together, for purposes of Commission Regulation 37.6(b), comprise all of the terms

of such transaction and serve as the Confirmation of such transaction.

(2) In satisfaction of the obligations imposed on IGDL under Commission Regulation 37.6(b),

(i) each Trade Communication is deemed to incorporate the Terms Incorporated by

Reference set forth in this Rule 313(c) upon issuance of the Trade Communication,

(ii) each Participant and Customer hereby agrees that the provisions of Rule 313(c)(3)

shall govern any conflicting terms, and (iii) the resulting Confirmation takes place at the

time of execution of, and contains all the terms of, the transaction.

(3) In the event of any conflict between (x) the Trade Communication and (y) the Terms

Incorporated by Reference, the Trade Communication shall prevail to the extent of any

inconsistency and each Trade Communication shall state the same.

(4) In accordance with NAL 17-17, expiring on the effective date of revised Commission

regulations governing SEF confirmation procedures, upon the request of IGDL, each

Participant and Customer shall provide copies of the Terms Incorporated by Reference to

IGDL.

(5) In accordance with NAL 17-17, expiring on the effective date of revised Commission

regulations governing SEF confirmation procedures, upon the request of the

Commission, IGDL shall request the Terms Incorporated by Reference from the relevant

Participant or Customer and shall provide such Terms Incorporated by Reference to the

Commission as soon as possible after receipt from the Participant or Customer.

(6) Review of Confirmations. Each Participant shall review the contents of each

Confirmation issued to it pursuant to this Rule 313 and shall promptly report any errors or

omissions in the transaction or pricing data therein to the counterparty to the Contract.

Each Participant that is the reporting counterparty for such Contract, as determined

pursuant to Rule 317, shall report all such errors or omissions to the Facility as soon as

technologically practicable after becoming aware of the errors or omissions.

Rule 314 Intermediated Transactions

(a) Subject to Rule 306, Participants who are Intermediaries shall immediately enter into a Trading

Platform all executable Orders received by telephone from their Customers, and shall immediately submit

all RFQs and Pre-Arranged Crosses to an Execution Specialist. If an Order, RFQ or Pre-Arranged Cross

cannot be immediately entered into a Trading Platform or submitted to an Execution Specialist, as

applicable, an electronic record which includes the account identifier that relates to the account owner,

time of receipt, and terms of the Order, RFQ or Pre-Arranged Cross must immediately be created, and

the Order, RFQ or Pre-Arranged Cross must be entered into a Trading Platform or submitted to an

Execution Specialist as soon as practicable.

54
(b) Priority of execution. Non-discretionary executable Customer Orders received by a Participant

who is an Intermediary shall be entered into Facility in the sequence received. Non-discretionary Orders

that cannot be immediately entered must be entered when the Orders become executable, in the

sequence in which the Orders were received.

(c) IGDL shall provide all Confirmations of Intermediated Transactions to the Intermediary upon

execution of the transaction. Except to the extent that IGDL sends Confirmations of Contracts directly to

the relevant Customer, any Participant that transacts as an Intermediary for any Customer shall be

responsible for ensuring that such Customers receive all Confirmations of Contracts entered into on

behalf of such Customers as soon as technologically practicable after receipt of the Confirmation from

IGDL.

Rule 315 Bunched Orders

Bunched Orders must be allocated and recorded in accordance with Commission Regulation 1.35(b)(5)

and the NFA’s Interpretive Notice related to Compliance Rule 2-10. Bunched Orders may be entered

using a designation for a group of accounts or suspense account number; provided, however that:

(1) the Bid/Offer or Pre-Arranged Cross is being placed by a Participant who is, or is acting

on behalf of, an account manager for multiple accounts eligible for post execution

allocation; or

(2) a written, pre-determined allocation scheme that defines the group of accounts has been

provided to the Clearing Firm accepting or clearing the Bid/Offer or Pre-Arranged Cross

prior to the time that such Bid/Offer or Pre-Arranged Cross is entered.

Rule 316 IGDL Authority over Transactions

(a) IGDL Authority Regarding Cancellations, Price Adjustments and New or Offsetting Transactions

IGDL has authority to cancel any transaction or adjust the price of any transaction executed on the

Facility, or to execute or require the execution of a new or offsetting transaction: (i) when IGDL

determines in its sole discretion such action is necessary to mitigate market disrupting events caused by

the improper or erroneous use of a Trading Platform or by system defects; (ii) at any time IGDL

determines, in its sole discretion, that allowing a transaction to stand as executed may have a material

adverse effect on the integrity of the market; or (iii) in accordance with Rule 204(h), Rule 316(c),

Rule 316(d), Rule 316(h), or Rule 316(i). All decisions of IGDL regarding IGDL’s cancellation of

transactions or the adjustment of transaction prices and the execution of new or offsetting transactions

shall be final, subject to Rule 316(d).

(b) Determination to Review a Transaction’s Price

(1) IGDL may determine to review a transaction’s price based on its independent analysis of

market activity or upon a Participant’s request. A Participant’s request for review must be

made (i) for an uncleared Pre-Arranged Cross, within one (1) Business Day of the

execution of such transaction and (ii) for any other transaction executed on the Facility,

within 5 minutes of the execution of such transaction. In the absence of a timely request

for review, IGDL may determine whether or not a transaction will be subject to review in

its sole discretion. Notwithstanding the foregoing, subject to Applicable Law, IGDL may,

in its sole discretion, amend the terms of, or cancel, any transaction that the parties,

together with the DCO, as applicable, mutually agree to amend or cancel, even if such

amendment or cancellation is not submitted to IGDL within the applicable review period

specified above.

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(2) As a condition to IGDL’s reviewing a transaction’s price pursuant to a timely Participant

request made in accordance with Rule 316(b)(1) above, the requesting Participant shall

use good faith efforts to promptly consult with its counterparty and the applicable DCO (if

any) such that the parties can mutually agree to amend or cancel the transaction. In the

absence of a good faith effort to consult, IGDL may determine whether or not a

transaction will be subject to review in its sole discretion.

(3) If IGDL determines to review a transaction’s price, it will promptly issue an alert to all

Participants via a Trading Platform or electronic mail indicating that the transaction is

under review.

(c) Review of a Transaction’s Price

(1) In reviewing a transaction’s price, IGDL will first determine whether the price of the

transaction is in the Non-Reviewable Range.

(2) In applying the Non-Reviewable Range, IGDL shall determine the fair value (mid-market)

price for the Swap at the time the transaction under review occurred. IGDL may consider

any relevant information, including, but not limited to, the last transaction price of the

Swap or a better Bid/Offer, a more recent price for a different maturity date, the price of

the same or related Swap established in another venue or another market, the market

conditions at the time of the transaction, the theoretical value of an Option based on the

most recent implied volatility and responses to an RFQ.

(3) If IGDL determines that the price of a transaction is inside the Non-Reviewable Range,

IGDL will issue an alert indicating that the transaction shall stand as executed.

(4) If IGDL determines that the price of a transaction is outside the Non-Reviewable Range,

IGDL shall have the right, in its sole discretion, to cancel or adjust the price of such

transaction.

(5) The method of adjustment or cancellation of any Cleared Contract that is adjusted or

cancelled pursuant to Rule 316(c)(4) shall be the method provided for by the rules and

procedures of the relevant DCO.

(d) Alternative Resolution by Agreement of Parties for Transactions Reviewed for Price

(1) With the approval of IGDL, parties to a transaction that is under review for price or that

has had its price adjusted may instead, together with the DCO, as applicable, mutually

agree to cancel or otherwise adjust the price of the transaction.

(2) With the approval of IGDL, parties to a transaction that is cancelled may instead, together

with the DCO, as applicable, mutually agree to adjust the price of such transaction to a

price within the Non-Reviewable Range.

(3) Subject to sections (d)(1) and (d)(2), parties to a transaction that is cancelled or that has

had its price adjusted may mutually agree to a cash adjustment.

(4) Any cancellation or adjustment made pursuant to sections (d)(1), (d)(2) or (d)(3) must be

reported to the Facility by the parties within one (1) Business Day and the parties must

maintain a record of such adjustment.

(e) Liability for Losses Resulting from Cancellations or Price Adjustments

56
(1) A party that through error or mistake enters a Bid/Offer, RFQ or Pre-Arranged Cross that

results in a cancellation or price adjustment shall be responsible for demonstrated claims

of realised losses incurred by persons whose transaction prices were cancelled or

adjusted; provided, however, that a claimant shall not be entitled to compensation for

losses incurred as a result of the claimant’s failure to take reasonable actions to mitigate

the loss.

(2) A claim for a loss pursuant to this Rule 316 must be submitted to the Facility within one

(1) Business Day of the event giving rise to the claim. IGDL will reject any claim that is

not filed in a timely manner and such decision shall be final. Eligible claims shall be

forwarded by IGDL to the party responsible for the Bid/Offer, RFQ or Pre-Arranged Cross

that resulted in a cancellation or a price adjustment of a transaction and the Participant

through which the transaction was submitted to the Facility. Such party, or Participant on

behalf of such party, shall, within ten (10) Business Days of receipt of the claim, admit or

deny responsibility in whole or in part. Failure to respond to the claim within ten

(10) Business Days shall be deemed a denial of liability.

(3) To the extent that liability is admitted, payment shall be made within ten (10) Business

Days. Unless otherwise agreed upon in writing by the parties, failure to make the

payment within ten (10) Business Days shall be deemed a denial of liability for the

purposes of this Rule 316. A copy of any such written agreement must be provided to

IGDL.

(4) To the extent that liability is denied, the party making the claim may submit the claim for

arbitration pursuant to Rule 702. Such claims must be submitted to IGDL within ten

(10) Business Days of the date the party was issued notification that liability was denied.

(f) The Non-Reviewable Range for all Swaps listed on the Facility is less than +/- 0.75 basis point.

(g) Records of Cancellations and Price Adjustments

(1) Cancelled transactions and any prices that have been adjusted shall be cancelled in

IGDL’s official records.

(2) Transactions that have had their price adjusted shall be reflected in IGDL’s official

records at the adjusted price.

(h) Review of Transactions for Errors

(1) If a Participant, Customer or Clearing Firm believes that any transaction in one or more

Contracts was executed, cleared or rejected for clearing as a result of an Error, as

defined in Rule 316(h)(3), such person may request review of the transaction.

(2) Upon receipt of a request for review of a transaction, or if IGDL determines on its own

initiative to conduct such a review, IGDL will review its records to determine if an Error

occurred.

(3) IGDL may cancel or adjust the transaction, or execute or require the execution of a new

or offsetting Cleared Contract under the procedures of Rule 316(i), as appropriate, if the

review described in this Rule 316 reveals that:

(i) a Trading Platform or an Execution Specialist made a material mistake or that a

mistake occurred as a result of a malfunction in a Trading Platform or by human

error;

57
(ii) a Bid/Offer or RFQ or Pre-Arranged Cross was incorrectly displayed and/or

executed and/or reported;

(iii) a Trading Platform, an Execution Specialist, Participant or Customer made a

clerical or operating error or omission that caused a transaction to be rejected

from clearing and void ab initio; or

(iv) a Clearing Firm or DCO rejected a leg of a Package Transaction for clearing

because of the sequencing of submission for clearing of the legs of the

applicable Package Transaction (each of the foregoing, an “Error”).

(4) If the review described in this Rule 316 reveals that no Error occurred, IGDL will inform

any person who requested the review that IGDL has determined that the transaction was

properly handled, the evidence supporting that determination, and that a cancelation,

adjustment or a new or offsetting transaction under Rule 316(i) will not be made.

(5) IGDL will document in writing all requests for review of transactions received by IGDL, or

any review on its own initiative, the time and manner in which IGDL reviewed its

electronic audit trail in response to the request or review on its own initiative, the outcome

of that review, and the action or actions taken by IGDL in response to that review.

(6) If a transaction is reviewable for price under Rule 316(b), the procedures of this

Rule 316(h) shall not apply.

(i) Procedures for Correcting Errors

(1) The procedures of this Rule 316(i) are in accordance with NAL 17-27, expiring on the

effective date of revised Commission regulations governing swaps with clerical and

operational errors executed on a swap execution facility, and are limited to:

(i) A Cleared Contract that was rejected for clearing and void ab initio because of a

clerical or operational error or omission by IGDL, a Participant or a Customer

(each, a “Rejected Transaction”),

(ii) A leg of a Package Transaction that was rejected for clearing because of the

sequencing of submission for clearing of the legs of the applicable Package

Transaction and only for such rejected leg (each, a “Rejected Leg”), and

(iii) A Cleared Contract that is carried on a DCO’s books as a result of a clerical or

operational error or omission by IGDL, a Participant or a Customer that was not

identified until after the Cleared Contract had been cleared (each, an

“Erroneously Cleared Transaction”),

in each case where the Facility has affirmatively determined that the transaction or a term

thereof resulted from an Error.

(2) For Rejected Transactions and Rejected Legs, if a Participant, Customer or Clearing

Firm believes that a transaction qualifies as a Rejected Transaction or a Rejected Leg,

such Participant, Customer or Clearing Firm shall request review of the transaction

pursuant to Rule 316(h).

(i) Upon completion of the review of the transaction pursuant to Rule 316(h), if IGDL

determines that an Error resulted in a Rejected Transaction or a Rejected Leg

and:

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A. If IGDL is able to determine how to correct the Error, IGDL shall execute

a new Cleared Contract with the same terms as the Rejected

Transaction or Rejected Leg, other than the Error, without obtaining

consent of the Participant that submitted the Rejected Transaction or

Rejected Leg or the Customer on whose behalf such transaction was

submitted. The new Cleared Contract must be submitted by an

Execution Specialist as a Pre-Arranged Cross, and such Pre-Arranged

Cross shall be subject to pre-execution credit check and risk screening

pursuant to Rule 204(b).

B. If IGDL is unable to determine how to correct the Error, IGDL shall

consult with the Clearing Firms for the Rejected Transaction or Rejected

Leg and the Participants and Customers involved in such transaction, as

necessary, and the Clearing Firms for such transactions may, with the

consent of each respective Customer or Participant, agree to a new

Cleared Contract with the same terms as the rejected Cleared Contract,

other than the Error. Such Customer or Participant consent may not be

obtained in advance, and must be sought and obtained by each Clearing

Firm on a case-by-case basis, after the Cleared Contract has been

rejected. If there is such agreement and consent, the new Cleared

Contract must be submitted by the Participant specified in Rule 305(b)

as a Pre-Arranged Cross pursuant to the procedure in Rule 305(b), and

such Pre-Arranged Cross shall be subject to pre-execution credit check

and risk screening pursuant to Rule 204(b).

(ii) Upon execution of such Pre-Arranged Cross by IGDL to replace a Rejected

Transaction or Rejected Leg, IGDL shall submit the transaction to the DCO for

clearing as quickly as technologically practicable, but in any case no later than

60 minutes from the issuance of the notice of rejection by the DCO to the

Clearing Firms.

(iii) If the new Cleared Contract resulting from such Pre-Arranged Cross is rejected

from clearing, it is void ab initio and no additional new Cleared Contract will be

permitted to be submitted under the procedure in this Rule 316(i)(2).

(iv) IGDL shall report Swap transaction data to the relevant SDR pursuant to

Rule 310(f) for a new Cleared Contract that clears with the same terms as the

Rejected Transaction or Rejected Leg, as applicable, other than the Error,

including: a Part 43 cancellation for the original transaction, a Part 45

termination indicating the original transaction is void ab initio, and swap

transaction data pursuant to Parts 43 and 45 for the new Cleared Contract. Such

data shall reference the original cancelled trade, indicate that it has been

reported pursuant to the procedures described in this Rule 316(i)(2) and link the

original cancelled trade to the new trade for reporting to the relevant SDR under

Part 43 and Part 45 of the Commission Regulations.

(v) The procedures in this Rule 316(i)(2) are not available for Rejected Legs of

Package Transactions that are rejected for clearing by a Clearing Firm or DCO

because the Package Transaction as a whole failed to satisfy the applicable

Risk-Based Limits.

(3) For Erroneously Cleared Transactions, if a Participant, Customer or Clearing Firm

believes that a Cleared Contract is carried on the books of a DCO as a result of an Error,

59
such Participant, Customer or Clearing Firm may request review of the transaction

pursuant to Rule 316(h).

(i) Upon completion of the review of the transaction pursuant to Rule 316(h), if IGDL

determines that an Error resulted in an Erroneously Cleared Transaction and:

A. If IGDL is able to determine how to correct the Error, IGDL shall execute

a Cleared Contract that offsets the Erroneously Cleared Transaction

carried on the books of the relevant DCO through the same Clearing

Firms that cleared the Erroneously Cleared Transaction and IGDL shall

execute a new Cleared Contract with the same terms as the Erroneously

Cleared Transaction, other than the Error, in each case without obtaining

consent of the Participant that submitted the Erroneously Cleared

Transaction or the Customer on whose behalf such transaction was

submitted; provided that, where an Erroneously Cleared Transaction did

not satisfy the Risk-Based Limits of a Participant’s Clearing Firm, IGDL

shall obtain the consent of the relevant Clearing Firm prior to executing

such offsetting Cleared Contract. The new Cleared Contract must be

submitted by an Execution Specialist as a Pre-Arranged Cross, and such

Pre-Arranged Cross shall be subject to pre-execution credit check and

risk screening pursuant to Rule 204(b).

B. If IGDL is unable to determine how to correct the Error, IGDL shall

consult with the Clearing Firms for Erroneously Cleared Transactions

and the Participants and Customers involved in such transaction, as

necessary, and the relevant Customer or Participant may agree to

execute a Cleared Contract that offsets the Erroneously Cleared

Transaction carried on the books of the relevant DCO through the same

Clearing Firms that cleared the Erroneously Cleared Transaction and to

execute to a new Cleared Contract with the same terms as the rejected

Cleared Contract, other than the Error. The new Cleared Contracts must

be submitted by the Participant specified in Rule 305(b) as Pre-Arranged

Crosses pursuant to the procedure in Rule 305(b), and such

Pre-Arranged Crosses shall be subject to pre-execution credit check and

risk screening pursuant to Rule 204(b).

(ii) Upon execution of such Pre-Arranged Crosses by IGDL to offset an Erroneously

Cleared Transaction and to enter into a new Cleared Contract, IGDL shall submit

the transactions to the DCO for clearing as quickly as technologically practicable,

but in any case no later than three days after the Erroneously Cleared

Transaction was executed.

(4) For the avoidance of doubt, the procedures of this Rule 316(i) are not applicable to any

transaction rejected by a DCO for credit reasons.

Rule 317 Reporting Counterparty

(a) For each Contract executed on or subject to the Rules, IGDL shall report all required data to an

SDR in accordance with Rule 310, and shall include in such creation data the identification of the

reporting counterparty. The reporting counterparty will be determined by IGDL, if possible, in accordance

with Commission Regulation 45.8(a) – (f) and in the event the counterparties to the Contract are of the

same hierarchy level, the ISDA Reporting Party Rules, the relevant portion of which is attached to this

Facility Rulebook as Annex 2, and identify to the counterparties which is the reporting counterparty. If

IGDL is unable to determine the reporting counterparty in accordance with Commission Regulation

45.8(a) - (f) and the ISDA Reporting Party Rules, IGDL will identify the buyer of the Contract as the

60
reporting counterparty in the creation data. By executing the Contract on the Facility, the counterparties

agree to the use of the ISDA Reporting Party Rules and where necessary, the identification of the buyer

as reporting counterparty, and waive the opportunity to agree separately upon a reporting counterparty

and to receive notice from IGDL, as provided in Commission Regulation 45.8(d) and 45.8(f).

(b) [NOT USED]

(c) For each Contract executed on or subject to the Rules, the reporting counterparty and/or the

relevant DCO is responsible for reporting continuation data to the SDR to which the creation data for the

Contract was first reported in accordance with Commission Regulations 45.4 and 45.10.

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Rule 318 MiFID II Transaction Reporting

(a) Participants are responsible for satisfying their own requirements with respect to submission of

Transaction Reports as required by Applicable Law.

(b) If a Participant is not required by Applicable Law to submit a Transaction Report, but IGDL as the

operator of the Facility is required to submit such a report in respect of a transaction to which the

Participant is a party, then the Participant must provide all information required to be reported by IGDL

pursuant to MiFIR to complete and submit such report on a timely basis and ensure that such information

is accurate, current and complete.

Rule 319 Bid/Offer to Trade Ratio

Participants must ensure that their ratio of Bids/Offers to executed trades remains at all times within

parameters published from time to time on the IGDL website.

Rule 320 Trade Transparency

(a) Pre-trade Transparency

(1) Where required under Applicable Law, IGDL will make public, on a continuous basis

during Trading Hours, details of Bids/Offers, including current bid and offer prices and the

depth of trading interest at those prices which are advertised in relation to MiFIDregulated financial instruments (“Pre-Trade Data”). IGDL may seek to obtain and apply

a Transparency Waiver from publication of all or part of such Pre-Trade Data. Where

IGDL has been granted a Transparency Waiver, IGDL will be exempted from the

requirements to publish Pre-Trade Data to the extent provided for by the applicable

Transparency Waiver. Details of applicable Transparency Waivers are available on

request.

(b) Post-trade Transparency

(1) Where required under Applicable Law, IGDL will make public, as close to real-time as

technically possible, the price, volume and time of transactions executed on the Facility

(“Post-Trade Data”).

(2) IGDL may seek to obtain and apply a Deferral from publication of all or part of such PostTrade Data. Where IGDL has been granted a Deferral, or a Deferral applies general to

market operators and firms operating a trading venue, IGDL may effect deferred

publication of Post-Trade Data to the extent provided for by the applicable Deferral.

Details of applicable arrangements for deferred publication of Post-Trade Data are

available on request.

(3) If a component of a MiFID II Package Transaction is executed or registered on an

execution venue other than the Facility, the component may be subject to publication

requirements for Pre-Trade Data and/or Post-Trade Data at the execution venue where

the component is executed or registered. Those requirements may be different than

those applicable to components executed on or registered by IGDL.

(c) Publishing Pre-Trade Data and Post-Trade Data

(1) Pre-Trade Data and Post-Trade Data will be made available to the public separately.

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(2) IGDL or an Affiliate of it may make Pre-Trade Data and Post-Trade Data available to the

public on a reasonable commercial basis. However, Pre-Trade Data and Post-Trade

Data will be made available to the public free of charge 15 minutes after initial

publication.

(d) Market Data and Information

(1) IGDL may make market data and other anonymised information regarding Bids/Offers

(including prices and amounts), transactions and any other matters it may deem

appropriate available to Participants and other persons at such times and in such manner

(whether through IGDL, a ticker, financial information services or otherwise) as it may

determine from time to time.

(2) All market data or other information that IGDL or any service provider provides to the

Participant in connection with its use of IGDL is proprietary to IGDL (or the service

provider, as applicable).

(3) Participants are not permitted to retransmit, redistribute or otherwise disclose such data

or information to any third party, including without limitation in aggregated format, or to

incorporate it into a benchmark, without IGDL’s (or, as applicable, the relevant service

provider’s) prior agreement, except as required by Applicable Law.

(e) Participant Status

(1) For the purposes of record keeping and reporting, IGDL may treat each Participant as

dealing on own account and the Authorised Trader submitting a Bid/Offer as the

investment decision maker with respect to that Bid/Offer, unless expressly notified

otherwise by the Participant.

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CHAPTER 4

TRADING STANDARDS

Rule 401 Fraudulent Statements and Acts

(a) No Participant or Customer shall make or attempt to make any untrue or misleading statement of

a material fact or to omit to state a material fact necessary in order to make the statements made not

untrue or misleading, in connection with or related to any transaction on or other activity related to IGDL

or the Facility.

(b) No Participant or Customer may engage in or attempt to engage in any fraudulent act, or engage

in or attempt to engage in any manipulative device, scheme or artifice to cheat, defraud or deceive, in

connection with or related to any transaction on or other activity related to IGDL or the Facility.

Rule 402 Abusive Trading Practices

(a) No Participant or Customer shall create fictitious or wash transactions on the Facility or execute

any Bid/Offer for a fictitious or wash transaction with knowledge of its nature.

(b) No Participant or Customer shall engage in trading on the Facility or subject to the Rules for the

purpose of passing money or transferring equity from one account to another.

(c) No Participant trading as an Intermediary on behalf of a Customer shall engage in trading ahead

of a Customer Order, trading against a Customer Order without the Customer’s consent, front running a

Customer Order, accommodation trading or improper cross trading.

Rule 403 Good Faith Bids/Offers and RFQs

(a) A Participant or Customer shall not knowingly enter, or cause to be entered, a Bid/Offer or RFQ

into the Facility other than in good faith for the purpose of executing bona fide transactions.

(b) A Participant or Customer shall not knowingly enter, or cause to be entered, a Bid/Offer or RFQ

unless such Participant or Customer has sufficient funds to provide the required collateral for the related

Contract should the Contract be executed.

Rule 404 Pre-Execution Discussions and Pre-Arranged Transactions

No Participant or Customer shall prearrange or pre-negotiate or non-competitively execute any

transaction on the Facility except as follows:

(a) Block Trades are not subject to this prohibition.

(b) Permitted Transactions executed pursuant to Rule 305 are not subject to this prohibition.

(c) Participants and Customers may engage in pre-execution discussions with regard to transactions

executed on the Facility in accordance with Rule 306(a)(7); provided, however, that:

(1) A party may not engage in pre-execution communications with other market participants

on behalf of another party unless the party for whose benefit the transaction is being

made has previously consented to permit such communications.

(2) Parties to pre-execution communications shall not:

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(i) disclose to a non-party the details of such communications; or

(ii) enter a Bid/Offer to take advantage of information conveyed during such

communications except in accordance with this Rule.

(3) Notwithstanding paragraph (c)(2) of this Rule, a party may disclose or use such

communications if such disclosure or use is authorised in writing by the counterparty, or

is necessary:

(i) for the effective execution of any Swap for or with the counterparty;

(ii) to hedge or mitigate any exposure created by such Swap; or

(iii) to comply with a request of the Commission, the U.S. Department of Justice, any

self-regulatory organisation, or an applicable prudential regulator, including but

not limited to the FCA, or as otherwise required by law.

(d) Where a transaction is executed pursuant to Rule 316(i), communications concerning such

transaction shall not be considered pre-execution communications prohibited by this Rule 404.

Rule 405 Manipulation and Price Distortion

(a) Any manipulation or attempted manipulation of the price of any Contract is prohibited.

(b) Bids/Offers entered into a Trading Platform or Pre-Arranged Crosses submitted to an Execution

Specialist for the purpose of upsetting the equilibrium of the market in any Contract or creating a

condition in which prices do not or will not reflect fair market values are prohibited and it shall also be

prohibited for any Participant or Customer to make or assist in entering any such Bid/Offer or PreArranged Cross with knowledge of the purpose thereof or, with such knowledge, to assist in carrying out

any plan or scheme for the entering of any such Bid/Offer or Pre-Arranged Cross.

(c) Any other manipulative and disruptive behaviour not otherwise prohibited by the Rules is

prohibited to the extent prohibited by the Act or Commission Regulations, including but not limited to

Sections 6(c)(1) and (3), 9(a)(2), 4c(a)(5)(A) and (C) of the Act and Commission Regulations 180.1(a)

and 180.2.

Rule 406 Disruptive Trading Practices

(a) No Participant or Customer shall enter or cause to be entered any Bid/Offer or other message

with the intent to:

(1) mislead other Participants;

(2) overload, delay, or disrupt the Order Book or any other systems of the Facility or other

Participants; and

(3) disrupt the orderly conduct of trading or the fair execution of transactions.

(b) No Participant or Customer shall engage in any trading, practice or conduct on the Facility or

subject to the Rules that (1) violates Bids/Offers; (2) demonstrates intentional or reckless disregard for

the orderly execution of transactions during the closing period; (3) is, is of the character of, or is

commonly known to the trade as, “spoofing” (entering a Bid/Offer with the intent to cancel the Bid/Offer

before execution); or (4) is any other manipulative or disruptive trading practice prohibited by the Act or

Commission Regulations.

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Rule 407 General Offences

It will be an offence for a Participant or Customer to:

(a) violate any Rule regulating the conduct or business of a Participant or Customer or any

agreement made with IGDL;

(b) engage in any act detrimental to IGDL’s operations or self-regulatory function or IGDL’s ability to

enforce its Rules or is detrimental to the interest or welfare of the Facility;

(c) fail to observe the proper standards of conduct expected of market participants;

(d) engage in any conduct which tends to impair the dignity or good name of the Facility;

(e) engage in conduct inconsistent with just and equitable principles of trade;

(f) engage in dishonourable or uncommercial conduct;

(g) aid or abet the commission of any Violation by another person;

(h) fail to supervise its employees or agents in the conduct of the Participant’s or Customer’s

business related to the Facility; and

(i) engage in conduct in violation of Applicable Law or the rules of any DCO which clears a Cleared

Contract in connection with or related to any transaction on or other activity related to the Facility.

Rule 408 Position Limits and Position Accountability

(a) To reduce the potential threat of market manipulation or congestion, the Facility shall adopt for

each Contract, as is necessary and appropriate, Position Limits or position accountability levels for

speculators.

(b) IGDL hereby adopts the Commission’s Position Limits for any Contract for which the Commission

has adopted a Position Limit. In no event will IGDL set its Position Limits at a level higher than the

Commission’s Position Limits.

(c) For Permitted Transactions, IGDL may set and enforce position accountability levels or send the

Commission a list of the Permitted Transactions transacted on the Facility.

(d) All Participants and Customers must comply with all IGDL and Commission requirements

regarding Position Limits or position accountability levels.

(e) Each Participant required to file any report, statement, form or other information with the

Commission pursuant to Commission Regulations concerning a Position Limit on any Contract or

commodity underlying a Contract must simultaneously file a copy of such report, statement, form or other

information with IGDL. Such information shall include, for Participants who are Intermediaries,

information concerning the Customers for which transactions are made on the Facility.

(f) Any Participant or Customer who exceeds an IGDL or Commission Position Limit by entering into

a transaction on the Facility shall be deemed in Violation. In addition, any Participant or Customer

entering bids or offers, if accepted, which would cause that Participant or Customer to exceed the

applicable IGDL or Commission Position Limit, shall be in Violation.

(g) Without limiting any provision of these Rules, IGDL shall have the authority to obtain from any

Participant or Customer, on request, information with respect to all positions of such Participant or

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Customer in Contracts which are equivalent, for purposes of IGDL or Commission Position Limits, to

those transacted in by the Participant on the Facility.

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CHAPTER 5

RULE ENFORCEMENT

Rule 501 Jurisdiction

(a) IGDL shall have the authority to initiate and conduct investigations, and prosecute Violations

committed by Facility Subject Persons, and to impose sanctions for such Violations as provided in these

Rules.

(b) Each Participant and Clearing Firm, upon becoming a Participant or Clearing Firm and thereafter

upon any change of address shall file with IGDL a written notice designating an address for receiving

service of documents. If a Participant or Clearing Firm fails to designate such an address, service by mail

to its address on file with IGDL shall be good service, and delivery thereof shall be deemed to have

occurred as of the date of such mailing.

Rule 502 Facility Market Regulation Staff Powers and Duties

(a) It shall be the duty of the Compliance Function to enforce these Rules, and shall have the

authority to inspect the books and records of all Facility Subject Persons and the authority to require any

Facility Subject Person to appear before it to answer questions regarding matters being investigated by

the Market Regulation Staff. The Compliance Function may also delegate such authority to Market

Regulation Staff who shall consist of personnel of IGDL, and such other Regulatory Services Providers as

IGDL may hire on a contract basis. The Compliance Function shall ensure that surveillance systems are

established to monitor trading to prevent manipulation and price distortion. Such monitoring may be done

by the Market Regulation Staff or a third party provider, and shall include real time monitoring and the

ability to conduct comprehensive and accurate transaction reconstructions.

(b) The Market Regulation Staff shall conduct investigations of possible Violations, prepare written

reports respecting such investigations, furnish such reports to the Review Panel and conduct the

prosecution of such Violations. An investigation must be commenced upon receipt of a request from any

Regulatory Agency, its staff or receipt of information (such as data produced by automated surveillance

systems) by IGDL that in the judgment of the Market Regulation Staff indicates a reasonable basis for

finding that a Violation may have occurred or will occur. Absent mitigating factors, each investigation will

be completed no later than 12 months after the investigation is opened. Mitigating factors include the

complexity of the investigation, the number of firms or individuals involved as potential wrongdoers, the

number of potential Violations to be investigated and the volume of documents and data to be examined

and analysed by Market Regulation Staff.

(c) If, in any case, the Compliance Function or another member of the Market Regulation Staff,

designated for this purpose by the Compliance Function, concludes that there is a reasonable basis for

finding a Violation, he or she shall (i) present an investigation report concerning the matter to the Review

Panel or (ii), in the case of Violations subject to Rule 514 or Rule 516, proceed in accordance with

Rule 516those Rules. The investigation report must include the reason the investigation was initiated; a

summary of the complaint, if any; the relevant facts; Market Regulation Staff’s analysis and conclusions;

and a recommendation as to whether disciplinary action should be pursued. The report may also include

the Facility Subject Person’s disciplinary history at the Facility, including copies of any warning letters.

The Market Regulation Staff may issue a warning letter, including for minor transgressions. However, no

more than one warning letter may be issued to the same person found to have committed the same

Violation more than once in a rolling 12-month period.

(d) If, in any case, the Compliance Function or another member of the Market Regulation Staff,

designated for this purpose by the Compliance Function, concludes that no reasonable basis exists for

finding a Violation, he or she must prepare a written investigation report including the reason the

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investigation was initiated; a summary of the complaint, if any; the relevant facts; and Market Regulation

Staff’s analysis and conclusions. The Compliance Function or another member of the Market Regulation

Staff may issue a warning letter in any case where it is concluded that no reasonable basis exists for

finding a Violation, without limitation on the number of warning letters issued to a person.

(e) Before presenting an investigation report to the Review Panel, the Market Regulation Staff may,

in its sole discretion, inform the prospective Respondent that it intends to submit the matter to the Review

Panel, and at such time the proposed Respondent may submit an offer of settlement to the Hearing

Panel, in accordance with the procedures of Rule 509, prior to presentation of the investigation report to

the Review Panel.

(f) IGDL has contracted with NFA to act as Regulatory Services Provider to provide certain

regulatory services to IGDL, including reviews of the Facility’s audit trail information for potential

Violations. IGDL will retain ultimate decision-making authority with respect to any regulatory services to

be provided by NFA.

(g) IGDL or its Regulatory Services Provider shall have the right with such prior reasonable advance

notice as is practicable under the circumstances (unless in furtherance of regulatory purposes in which

case without prior notice to Facility Subject Persons), in connection with determining whether all Rules

are being, will be, or have been complied with by the Facility Subject Person, to: (i) inspect systems,

equipment and software of any kind operated by the Facility Subject Person in connection with accessing,

and the Facility Subject Person’s transacting on, the Facility, wherever located; (ii) access, either

physically or electronically, the systems, equipment, software, and the premises on which the systems,

equipment, and software are located, any data stored in any of the systems or equipment, during the

regular business hours; and/or (iii) copy or reproduce any data to which IGDL has access under this

Rule. Each Facility Subject Person shall provide the Regulatory Services Provider with the same access

to its books and records and offices as it is required to provide to IGDL under the Rules and Applicable

Law.

Rule 503 The Review Panel

(a) The Review Panel shall have the power to direct that an investigation of any suspected Violation

be conducted by the Market Regulation Staff, and shall hear any matter referred to it by the Market

Regulation Staff regarding a suspected Violation.

(b) The Review Panel shall be appointed by the Board, and shall be comprised of five persons,

including at least two Participants and at least two non-Participants. In the case where the subject of the

investigation is a Clearing Firm, at least one member of the Review Panel shall be a Clearing Firm. The

Board shall appoint as chairman (the “Review Panel Chairman”) of the Review Panel a person who

would not be disqualified from serving as a “Public Director” as defined in Commission Regulations.

Three panel members shall constitute a quorum for any action, so long as they are in attendance at the

time of the relevant action. The Review Panel may not include any members of the Market Regulation

Staff, any person involved in adjudicating any other stage of the same Proceeding, or any person with a

history of disciplinary offenses that would be disqualifying under Commission Regulation § 1.63(c). The

Review Panel shall include at least one member that is not a member of IGDL whenever the Review

Panel is: (i) acting with respect to a disciplinary action in which the Respondent is a member of the

Board, the Review Panel or the Hearing Panel; or (ii) when the suspected Violation involves manipulation

(or attempted manipulation) of the price of a Contract or conduct which directly results in financial harm to

a non-member of IGDL. The Review Panel shall include sufficient different membership interests so as to

ensure fairness and to prevent special treatment or preference for any person.

(c) All information, records, and documents provided to the Review Panel, and all related records

and documents shall be treated as confidential and shall not be disclosed, except as necessary to further

an IGDL investigation or as required by Applicable Law.

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(d) Upon receipt of an investigation report, the Review Panel shall promptly review the report and,

within thirty (30) days of receipt, take one of the following actions:

(1) If the Review Panel determines that additional investigation or evidence is needed, it

shall promptly direct the Market Regulation Staff to conduct further investigation;

(2) If the Review Panel determines that no reasonable basis exists for finding a Violation or

that prosecution is otherwise unwarranted, it may direct that no further action be taken.

Such determination must be in writing and must include a written statement setting forth

the facts and analysis supporting the decision; or

(3) If the Review Panel determines that a reasonable basis exists for finding a Violation and

adjudication is warranted, it must direct that the Facility Subject Person alleged to have

committed the Violation be served with a notice of charges as set forth in Rule 504.

(e) If the Review Panel determines that there may have been a Violation but that no adjudication is

warranted, the Review Panel may issue a warning letter to the Facility Subject Person informing it that

there may have been a Violation and that such continued activity may result in disciplinary sanctions.

Where a Violation is determined to have occurred, no more than one warning letter for the same potential

Violation may be issued to the same person during a rolling 12 month period.

Rule 504 Notice of Charges

(a) If the Review Panel determines that a reasonable basis exists for finding a Violation and

adjudication is warranted, the Compliance Function shall serve a notice of charges (a “Notice”) on the

Facility Subject Person alleged to have been responsible for the Violation (such Facility Subject Person,

the “Respondent”). Such Notice shall state:

(1) the acts, practices or conduct with which the Respondent is charged;

(2) the Rules allegedly violated and how such acts, practices or conduct constitute a

Violation of such Rules;

(3) that the Respondent is entitled, upon written request filed with IGDL, within twenty

(20) days of service of the Notice, to a formal hearing on the charges;

(4) that the failure of the Respondent to request a hearing within twenty (20) days of service

of the Notice, except for good cause shown, shall be deemed a waiver of its right to a

hearing;

(5) that the failure of the Respondent to file an Answer (as defined in Rule 505) with the

Market Regulation Staff within twenty (20) days of service of the Notice shall be deemed

an admission of all of the acts, practices or conduct alleged in the Notice; and

(6) that the failure of the Respondent to expressly deny a particular charge contained in the

Notice shall be deemed an admission of such acts, practices or conduct.

(b) A Respondent shall have the right to be represented by legal counsel or any other representative

of its choosing in all succeeding stages of the disciplinary process, except by any member of the Board,

Review Panel or Hearing Panel, any employee of IGDL or any person substantially related to the

underlying investigation, such as a material witness or Respondent.

Rule 505 Answer; Request for Hearing; Failure to Answer or Deny Charges

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(a) The Respondent shall serve on the Compliance Function a written answer (an “Answer”) to the

Notice and a written request for a hearing on the charges within thirty (30) days of the date of service of

the Notice. The Answer must include a statement that the Respondent admits, denies, or does not have

and is unable to obtain sufficient information to deny each allegation. A statement of lack of sufficient

information shall have the effect of a denial of the allegation.

(b) The Respondent’s failure to file an Answer within such thirty (30) day period shall be deemed an

admission of all allegations contained in the Notice.

(c) The Respondent’s failure to expressly deny a particular charge contained in the Notice shall be

deemed an admission of such acts, practices or conduct.

(d) The Respondent’s failure to request a hearing within such thirty (30) day period, absent good

cause shown, shall be deemed a waiver of Respondent’s right to a hearing.

Rule 506 Selection of Hearing Panel

(a) Formal hearings on any Notice shall be conducted by the Hearing Panel selected by the Board.

The Hearing Panel shall include at least two Participants and at least two non-Participants. In the case

where any Respondent is a Clearing Firm, at least one member of the Hearing Panel shall be a Clearing

Firm. The Board shall also select, as chairman of the Hearing Panel (“Hearing Panel Chairman”), a

person who would not be disqualified from serving as a “Public Director” as defined in Commission

Regulations. The Hearing Panel Chairman, in his or her sole discretion, shall set a date for the hearing

(the “Hearing Date”). The Hearing Panel may not include any members of the Market Regulation Staff,

any person involved in adjudicating any other stage of the same Proceeding, or any person with a history

of disciplinary offenses that would be disqualifying under Commission Regulation § 1.63(c). The Hearing

Panel shall include at least one member that is not a member of IGDL whenever the Hearing Panel is:

(i) acting with respect to a disciplinary action in which the Respondent is a member of the Board, the

Review Panel or the Hearing Panel; or (ii) when the suspected violation involves manipulation (or

attempted manipulation) of the price of a Contract or conduct which directly results in financial harm to a

non-member of IGDL. The Hearing Panel shall include sufficient different membership interests so as to

ensure fairness and to prevent special treatment or preference for any person.

(b) The Hearing Panel Chairman shall notify the Market Regulation Staff and the Respondent of the

Hearing Date and the names of the members of the Hearing Panel at least fifteen (15) days prior to the

Hearing Date.

(c) No member of the Hearing Panel shall hear a case in which that member has a direct financial,

personal or other interest in the matter under consideration.

Rule 507 Challenge to Members of the Hearing Panel

Within ten (10) days after service on the Respondent of notice of the Hearing Date and names of the

members of the Hearing Panel, the Respondent may challenge, in writing, the inclusion of any member of

the Hearing Panel for cause, including without limitation, if the member has a direct financial, personal or

other interest in the matter under consideration. The merits of such challenge shall be finally decided by

the Regulatory Oversight Committee. If said written challenge is not received within such ten (10) day

period, absent good cause shown, any such right to challenge is deemed waived.

Rule 508 Hearing on Sanctions in the Event of Failure to Deny Charges; Failure to Request Hearing

Deemed Acceptance of Sanctions

In the event the Respondent fails to file an Answer or admits or fails to deny the charge of a Violation

contained in the Notice, the Hearing Panel shall find the Respondent guilty of each such Violation and

may impose a sanction for each such Violation subject to the limitations set forth in Rule 511(b)(7). The

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Hearing Panel shall promptly notify the Respondent of any such sanction and of the Respondent’s right to

a hearing on the sanction within the period of time which shall be stated in the notice, after the imposition

of such sanction. Failure to request a hearing on the sanction in a timely manner, absent good cause

shown, shall be deemed to be acceptance of the sanction.

Rule 509 Settlement Prior to Commencement of Hearing

(a) Prior to the commencement of the hearing, the Hearing Panel may accept a written offer of

settlement from the Respondent, whereby the Respondent, without either admitting or denying any

Violations, may agree to:

(1) a cease and desist order;

(2) a fine for each Violation plus the monetary value of any benefit received as a result of the

Violation (provided that in no case shall any fine exceed $100,000 per Violation);

(3) restitution of any counterparty harm; and/or

(4) revocation or suspension of Trading Privileges or Customer or Clearing Firm status of the

Respondent.

(b) If the Hearing Panel accepts an offer of settlement, it must issue a written decision specifying

each Violation it has reason to believe was committed, including the basis for the Hearing Panel’s

conclusions. The sanctions must include full counterparty restitution where counterparty harm is

demonstrated, except where the amount of restitution or to whom it should be provided cannot be

reasonably determined. If an offer of settlement is accepted without the support of the Market Regulation

Staff, the decision must adequately support the Hearing Panel’s acceptance of the settlement. Where

applicable, the decision must include a statement that the Respondent has accepted the sanctions

imposed without either admitting or denying any Violations. Any sanctions imposed pursuant to an offer

of settlement must take into account the Respondent’s disciplinary history.

(c) The Respondent may withdraw an offer of settlement at any time before final acceptance by the

Hearing Panel. If an offer is withdrawn after submission, or is rejected by the Hearing Panel, the

Respondent may not be deemed to have made any admissions by reason of the offer of settlement and

may not be otherwise prejudiced by having submitted the offer of settlement.

Rule 510 Hearing Procedures

(a) In every instance where a Respondent has requested a hearing on a charge that is denied, or on

a sanction set by the Hearing Panel pursuant to Rule 508, the Respondent will have the opportunity for a

hearing in accordance with the procedures of this Rule.

(b) The Hearing Panel shall determine the procedures to be followed in any hearing before it, except

that the following shall apply in every case:

(1) The hearing must be fair and must be promptly convened after reasonable notice to the

Respondent.

(2) The prosecution shall be conducted by the Market Regulation Staff.

(3) The Respondent shall be allowed to appear personally at the hearing, and to be

represented by legal counsel or any other representative of its choosing and, either

personally or through such representative, to present witnesses and documentary

evidence and to cross-examine witnesses.

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(4) The Market Regulation Staff and the Respondent shall deliver to each other a statement

listing the witnesses expected to be called and the documents expected to be introduced

into evidence, together with copies of such documents, by ten (10) days’ prior notice to

the hearing or as the Hearing Panel may reasonably specify. Unless the Hearing Panel,

in its discretion, waives compliance with this requirement, no witness may testify and no

documentary evidence may be introduced into evidence unless listed in and, in the case

of documents, furnished with such statement. On written request, the Market Regulation

Staff shall provide the Respondent with access to all books, documents or other tangible

evidence in the possession or under the control of IGDL which are to be relied upon by

the Market Regulation Staff or which are relevant to the charges; provided, however, that

protected attorney work product, attorney-client communications and investigative work

product, including the investigation report, are neither discoverable by a Respondent nor

subject to review by a Respondent as part of the investigation file.

(5) IGDL shall require that persons within its jurisdiction who are called as witnesses

participate in the hearing and produce evidence, and will make reasonable efforts to

secure the presence of all other persons called as witnesses whose testimony would be

relevant. Failure by a Facility Subject Person to so participate and produce evidence

when requested by IGDL shall be a Violation.

(6) No formal rules of evidence shall apply, and the Hearing Panel shall be free to accept or

reject any and all evidence it considers proper, but the hearing may not be so informal as

to deny a fair hearing.

(7) Neither the Market Regulation Staff, the Respondent, any witnesses testifying before the

Hearing Panel nor any other person within the Facility’s jurisdiction shall engage in

conduct that may impede the progress of a hearing or the fair and just resolution of the

subject matter thereof, and any such conduct may itself constitute a Violation.

(8) Ex parte contacts by any of the parties with members of the Hearing Panel shall not be

permitted.

(9) A substantially verbatim record capable of being accurately transcribed shall be made of

the Proceeding, provided, however, that such record need not be transcribed, unless the

transcript is requested by the Respondent or an applicable regulator, or unless the

decision is appealed to the Commission or reviewed by the Commission on its own

motion. In all other instances, a summary record of the hearing is permitted.

(10) The cost of transcribing the record of the hearing must be borne by a Respondent who

requests the transcript, or whose application for Commission review of the disciplinary

action has been granted. In all other instances, the cost of transcribing the record will be

borne by IGDL.

(11) The Notice, the Answer, any stenographic transcript of the hearing, the documentary

evidence and any other material presented to the Hearing Panel by either party with

notice to the other shall constitute the record of the hearing (the “Hearing Record”).

(12) The burden of proof shall be on the prosecution to prove a Violation by a preponderance

of the evidence. A finding of a Violation shall be made by majority vote based on the

Hearing Panel’s decision as to the weight of the evidence contained in the Hearing

Record.

(13) All sanctions imposed by the Hearing Panel must be commensurate with the Violations

committed and must be clearly sufficient to deter additional similar Violations by the

Respondent and similar Violations by other Facility Subject Persons. All sanctions must

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take into account the Respondent’s disciplinary history. In the event of demonstrated

counterparty harm, any sanctions must include full counterparty restitution, except where

the amount of restitution or to whom it should be provided cannot be reasonably

determined.

Rule 511 Written Decision of Hearing Panel

(a) Promptly following a hearing conducted in accordance with Chapter 5 of the Rules, the Hearing

Panel shall render a written decision based upon the weight of evidence in the Hearing Record and must

provide a copy to the Respondent within thirty (30) days of such decision.

(b) The written decision shall include:

(1) the name of the Respondent;

(2) the Notice or a summary of the charges alleged in the Notice;

(3) the Answer, if any, or a summary of the Answer;

(4) a summary of the evidence produced at the hearing or, where appropriate, incorporation

by reference of the investigation report;

(5) a statement of the findings and conclusions of the Hearing Panel with respect to each

charge, and a complete explanation of the evidentiary and other basis for such findings

and conclusions with respect to each charge, or in the event of a settlement, a statement

specifying the alleged Violations;

(6) an indication of the Contract involved, if any, and each specific Rule that the Respondent

was found to have violated and whether the Violation resulted in any financial harm to

any Participants or Customers;

(7) an order stating any sanctions imposed, including the basis for the sanctions, any terms

of the sanctions, the date the determination to impose sanctions was made and the

effective date of such sanctions; the sanctions that may be imposed on the Respondent

shall be one or more of the following:

(i) a cease and desist order;

(ii) a fine for each Violation plus the monetary value of any benefit received as a

result of the Violation (provided that in no case shall any fine exceed $100,000

per Violation);

(iii) restitution of counterparty harm, except where the amount of restitution or to

whom it should be provided cannot be reasonably determined; and/or

(iv) the issuance of a suspension or revocation of Trading Privileges or Customer or

Clearing Firm status of the Respondent; and

(8) a statement informing the respondent that the imposition of sanctions may be appealed

to the Commission pursuant to Part 9 of the Commission Regulations.

(c) The Hearing Panel shall take into consideration the Respondent’s disciplinary history prior to

imposing any disciplinary sanctions.

74
(d) IGDL shall also provide the written decision to the NFA through BASIC, or deliver the written

decision to the NFA to be input into BASIC.

(e) If IGDL suspends or revokes the Trading Privileges or Customer or Clearing Firm status of the

Respondent, or otherwise disciplines the Respondent, it must publicly publish and maintain on its website

the information contained in the written notice pursuant to Rule 511(b).

Rule 512 Liability for Expenses

Any Respondent that, after notice and opportunity for hearing, has been found to have committed a

Violation may, in the discretion of the Hearing Panel appointed in the matter, be required to pay to IGDL

an amount equal to any and all reasonable and documented out-of-pocket expenses incurred by IGDL in

connection with the prosecution of such Violations, in addition to any fine or other monetary sanction

which may be imposed upon such Respondent by virtue of the Violations found by the Hearing Panel.

Rule 513 Effective Date of Sanctions

(a) If a Respondent submits an offer of a settlement to the Hearing Panel, any sanction included as a

part of such settlement shall become final and effective on the date that the Hearing Panel approves such

settlement, or on such other date as is specified in the decision.

(b) Subject to Rule 513(c) and (d), any decision (including any sanctions) by a Hearing Panel

pursuant to this Chapter 5 or the Participation Committee (or Board acting in such capacity) pursuant to

Rule 205 shall be the final decision of IGDL and shall become effective fifteen (15) days, or such longer

time as the Hearing Panel or Participation Committee (or Board acting in such capacity) may specify,

after a copy of the written decision of the Hearing Panel or Participation Committee (or Board acting in

such capacity) has been served on the Respondent, applicant, Participant or Customer as applicable.

(c) In any case where a Respondent, applicant, Participant or Customer has consented to the action

taken and to the timing of its effectiveness, the Hearing Panel or Participation Committee (or Board acting

in such capacity) may cause the decision involving any disciplinary action (including any sanctions) to

become effective prior to the fifteen (15) day period.

(d) Any decision (including any sanctions) by a Hearing Panel or the Participation Committee (or

Board acting in such capacity) may become effective prior to the time set forth in Rule 513(b) if:

(1) IGDL reasonably believes, and so states in its written decision, that immediate action is

necessary pursuant to Rule 514;

(2) IGDL determines and so states in its written decision, that the actions of a SEF Subject

Person have impeded the progress of a disciplinary hearing; or

(3) IGDL determines a SEF Subject Person has violated Rules relating to timely submission

of accurate records required for clearing or verifying each day’s transactions or other

similar activities.

(e) If a decision is to become effective earlier than the time set forth in Rule 513(b) pursuant to

Rule 513(c) or Rule 513(d), IGDL shall notify the Respondent, applicant, Participant or Customer in

writing stating the reasons for the determination and shall notify the Commission in accordance with the

requirements of Part 9 of the Commission Regulations.

(f) Any fine or other monetary sanction imposed by a Hearing Panel shall be due and payable on the

effective date of the decision imposing such fine or sanction, or on such later date as the Hearing Panel

may specify.

75
Rule 514 Summary Suspension

(a) A Facility Subject Person (as identified by Market Regulation Staff in an investigation or by a

Trading Privilege Holder acting as an Intermediary for such Facility Subject Person) may be summarily

and immediately suspended from trading on the Facility, upon a written determination based on a

reasonable belief, by the Chairman of the Regulatory Oversight Committee that such immediate action is

necessary to protect the best interest of the market place.

(b) The Facility Subject Person against whom such summary action is taken shall be served with a

notice of the action either before the action is taken or at the earliest possible opportunity thereafter. The

notice shall state the action taken, the reasons for the action, the effective date and time, and the duration

of the action.

(c) The Facility Subject Person may as soon as practicable, upon written request, have a hearing

before the Hearing Panel pursuant to the procedures of Rule 510.

(d) Promptly following the hearing, the Hearing Panel shall render a written decision based upon the

weight of the evidence in the record and shall provide a copy to the Facility Subject Person. The decision

shall include a description of the summary action taken, the reasons for the summary action, a summary

of the evidence produced at the hearing, a statement of findings and conclusions, a determination that

the summary action should be affirmed, modified or reversed, a declaration of any action to be taken

pursuant to the determination, and the effective date and duration of the action.

Rule 515 Extension of Time Limits

Any time limit provided for in Rule 504, Rule 505, Rule 506, Rule 507, Rule 508, or Rule 510 may be

extended by mutual consent of the Respondent and the Market Regulation Staff, or by the Hearing Panel

Chairman.

Rule 516 Summary Fines

(a) Notwithstanding any other provision of this Chapter 5, the Compliance Function or its designee

shall have the authority to impose summary fines on Participants and Customers without the need for any

formal disciplinary procedures with respect to Violations of any Rule listed in Rule 516(e). A Participant

that is an Intermediary may be held responsible for a Violation by its Customer. Investigations of possible

Violations of such a Rule shall be conducted in accordance with Rule 502, but otherwise actions taken

pursuant to this Rule 516 shall be made in accordance with the procedures set forth herein rather than

the procedures set forth in the remainder of this Chapter 5. The authority to impose a summary fine

under this Rule 516 does not prevent the Compliance Function from submitting a Violation of any rule

listed in Rule 516(e) to the Review Panel in accordance with the formal disciplinary procedures of this

Chapter 5.

(b) The Compliance Function or its designee shall give written notice to each Participant and

Customer subject to any summary fine imposed pursuant to this Rule 516. The written notice (“Fine

Notice”) shall set forth: (i) the provision of the Rules allegedly Violated; (ii) the act or omission

constituting each such Violation; (iii) the fine imposed for each Violation; and (iv) the date by which such

fine becomes final and must be paid or contested as provided below, which date shall be not less than

30 days after the date the Fine Notice was provided to the Participant or Customer.

(c) Any Participant or Customer against whom a summary fine is imposed pursuant to this Rule 516

may contest the imposition of such fine by serving on the Compliance Function a written answer to the

Fine Notice. Such answer (“Notice of Contest”) must: (i) state that the Participant or Customer contests

the imposition of the fine; (ii) acknowledges that the alleged Violation will be referred to the Review Panel;

and (iii) be submitted to the Compliance Function on or before the date specified in the Fine Notice.

Upon submission of a Notice of Contest the matter shall become subject to review by the Review Panel in

76
accordance with the formal disciplinary procedures set forth in the remainder of this Chapter 5 and shall

no longer be subject to this Rule 516.

(d) For purposes of imposing fines pursuant to this Rule 516, the Compliance Function shall review

all the facts and circumstances prior to determining whether a Violation occurred and may aggregate

individual Violations and treat such Violations as a single offense.

(e) The Compliance Function shall set the amount of any fine imposed pursuant to this Rule 516,

with the maximum aggregate fine for Violations of the same Rule, or subsection thereof, imposed by the

Compliance Function not to exceed $7,000 on an annual basis. If, in any case, the Compliance Function

or another member of the Market Regulation Staff, designated for this purpose by the Compliance

Function, concludes that there is a reasonable basis for finding an additional Violation, he or she shall

present an investigation report concerning the matter to the Review Panel in accordance with Rule 502,

which shall proceed in accordance with Rule 503. The following schedule lists the recommended actions

that the Compliance Function may impose:

Rule

Violation

Action Taken Per each Violation in a Rolling 12-month period

First

Violation

Second

Violation

Third

Violation

Fourth Violation

Rule 204(i) Warning

Letter

$2,000 $5,000 Referral to Review Panel for formal

disciplinary procedures.

77
CHAPTER 6

CONTRACTS TO BE TRADED

Rule 601 Listing Procedures

Any Trading Privilege Holder may propose to IGDL the listing of a Swap on the Facility by submitting a

listing application to IGDL. The Chief Executive Swaps proposed to be listed as Contracts for trading on

the Facility and any changes to the specifications of a Contract must first be reviewed and approved by

the Chief Compliance Officer (or his/her designee). The Chief Compliance Officer shall have authority

subject to complying with Rule 602 and to objectively justifiable commercial criteria, to submit the contract

to the Commission, either with a request for prior approval, or with a self-certification in accordance with

Part 40 of the Commission Regulations.

Rule 602 Swaps Not Readily Susceptible to Manipulation

The Facility shall permit trading in Swaps that are not readily susceptible to manipulation.

Before the Chief Executive Officer submits a Swap to the Commission for prior approval or with a

self-certification, the Chief Compliance Officer shall determine that the Swap is not readily susceptible to

manipulation, and shall submit to the Commission the following information required by Appendix C to

Part 38 of Commission Regulations to show that the Swap complies with Core Principle 3:

(a) For cash-settled Swaps, documentation demonstrating that the settlement price index is a reliable

indicator of market values and conditions, is highly regarded by industry/market agents, and is publicly

available on a timely basis.

(b) Where an independent, private-sector third party calculates the referenced price index, verification

that the third party utilises business practices that minimise the opportunity or incentive to manipulate the

cash settlement prices included in the index.

(c) Where IGDL generates the cash settlement prices included in the index, information demonstrating

that the calculation procedures safeguard against potential attempts to artificially influence the price, and

a description of how the calculation procedures eliminate or reduce the impact of potentially

unrepresentative data.

(d) Appropriate speculative limits to prevent manipulation.

(e) Procedures for intraday market restrictions that pause or halt trading in the event of extraordinary

price moves that may result in distorted prices.

78
CHAPTER 7

GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

Rule 701 Choice of Law

The laws of England and Wales, without regard to its conflict of laws principles, will govern this Rulebook

and all disputes arising out of or related to IGDL, the Facility or any transaction on the Facility.

Rule 702 Disputes Among Trading Privilege Holders, Authorised Traders, Authorised Trading Firms and

Customers

All disputes between and among Facility Subject Persons that arise out of or relate to IGDL or the Facility

or any transaction that was made or attempted to be made on the Facility shall be resolved exclusively in

the courts of England and Wales, save for in the following circumstance:

(1) if all parties to the dispute are members or associates of the NFA, the dispute will be

resolved in NFA Member Arbitration; or

(2) if all parties separately agree to another forum, the dispute will be resolved in the other

forum.

Rule 703 Disputes with IGDL

(a) Subject to Rule 102, all disputes between and among IGDL on the one hand, and Facility Subject

Persons on the other hand, that arise out of or relate to the Facility, or any transaction that was made or

attempted to be made on the Facility, shall be resolved exclusively in the courts of England and Wales.

Suit on any such dispute must be brought within one year from the time the cause of action has accrued.

(b) Any current or former Facility Subject Person who does not substantially prevail in a lawsuit or

any other type of legal proceeding instituted in a court of law or otherwise against IGDL or any of its

officers, directors, committee members, volunteers, employees or agents, shall pay to IGDL any and all

reasonable expenses and disbursements, including reasonable attorneys’ fees, incurred by IGDL to

defend such lawsuit or proceeding.

79
CHAPTER 8

CONTRACT SPECIFICATIONS

Rule 801 Interest Rate Swaps Products Descriptions

Trading Hours

Unless otherwise indicated in a Swap’s specifications, the trading hours for all Swaps governed by this

Rule 801 are as follows:

o Order Book:

 1:30 a.m. – 5:30 p.m. Eastern Time, Monday to Friday (i-Swap)

 5:30 p.m. – 1:30 a.m. Eastern Time, Monday to Friday (GTN)

 3:00 p.m. Sunday – 1:30 a.m. Monday, Eastern Time (GTN)

o Voice RFQ: 24 Hours, Monday to Friday.

o All Pre-Arranged Crosses: 24 Hours, Monday to Friday.

Products — Rule 801:

(1) Fixed for Floating IRS

(2) Basis Swaps

(3) Forward Rate Agreements (FRA)

(4) Overnight Index Swaps (OIS)

(5) Interest Rate Options

(a) Swap Options

(b) Inflation Swaps

(c) Inflation Rate Options

(d) Exotic Options and Swaps

80
Product Specifications

Rule 801(1) — Fixed for Floating IRS

A Fixed for Floating IRS is an Interest Rate Swap for which settlement is in the form of periodic fixed

interest payments and a stream of periodic floating interest payments based on an interest rate over a

term to maturity. The interest rate payments are exchanged for a specified period based on a notional

amount.

Currencies

USD

EUR

GBP

Specifications

Trading Conventions:

o Buyer (Payer) pays fixed interest rate and receives floating interest rate.

o Seller (Receiver) receives fixed interest rate and pays floating interest rate.

Upfront Payment Dates:

o USD – T+1 through maturity

o EUR – T+1 through maturity

o GBP – T+1 through maturity

Settlement Convention:

o USD – T+2

o EUR – T+2

o GBP – T+2

Swap Leg Conventions:

o The terms of Fixed for Floating IRS are based on a number of combinations of the criteria

below.

 Fixed Leg

 Payment Frequency

o Monthly, Quarterly, Semi-Annually, or Annually.

 Day Count Convention

o 30/360, Actual/360, Actual/365.FIXED, Actual/Actual.ISDA,

30E/360, 30E/360.ISDA, Actual/Actual.ICMA.

 Holiday Calendar

o Applied in accordance for the country currency denoted for the

instrument.

 Business Day Convention

o Modified Following with adjustment to period end dates.

Business days in this convention must be valid business days for

the countries denoted by the currency (EUTA, GBLO, USNY). If

not, it will be the next day that is a business day on both

calendars.

 Fixed Rate

o The traded interest rate yield or basis points on Trade Date.

 Floating Leg

 Reset Frequency

o Monthly, Quarterly, or Semi-Annual.

 Day Count Convention

o 30/360, Actual/360, Actual/365.FIXED, Actual/Actual.ISDA,

30E/360, 30E/360.ISDA, Actual/Actual.ICMA.

81
 Holiday Calendar

o Applied in accordance for the country currency denoted for the

instrument.

 Business Day Convention

o Modified Following with adjustment to period end dates.

Business days in this convention must be valid business days for

the countries denoted by the currency (EUTA, GBLO, USNY). If

not, it will be the next day that is a business day on both

calendars.

 Fixed Rate

o The traded interest rate yield or basis points on Trade Date.

 Interest Rate Benchmark

o EUR-EURIBOR-Reuters, EUR-EURIBOR-Telerate(incoming),

GBP-LIBOR-BBA, USD-LIBOR-BBA, USD-SOFR-COMPOUND.

o Leg Computation Convention: none, flat, straight or spread exclusive.

Trade Date:

o The date on which the parties enter into the Swap transaction.

Effective Date:

o The first date from which Fixed and Floating interest amounts accrue. It is also referred

to as the Start Date or the Value Date. The Effective Date of the Swap must be a business day

subject to the appropriate Business Day Convention.

Trade Start Type:

o Spot Starting

 A Swap whose Effective Date is 2 business days from the Trade Date (T+2).

o Forward Starting

 A Swap whose Effective Date is anything after the Effective Date for a Spot

Starting Swap.

o Same Day Starting

 A Swap whose Effective Date is the same as the Trade Date (T+0).

Maturity Date:

o The final date until which Fixed and Floating amounts accrue. The Maturity Date may

also be referred to as the Termination Date or End Date.

Tenor:

o The duration of time from the Effective Date to the Maturity Date. Tenors of any duration

greater than 0 years to 50 years.

o Listed Tenors, also known as On-the-Run, are whole calendar year Spot Starting

Contracts with a Tenor of 1 through 51 years.

o Other Tenors, also known as Off-the-Run, means any partial year Tenor (Months,

Weeks, Days).

Roll Day Convention:

o The date used for determining all floating Reset Dates (other than for USD-SOFRCOMPOUND which is an overnight compounded rate). Roll Days define the beginning and end

of Fixed and Floating interest accrual periods.

o For On-the-Run Contracts, the Roll Day is the same date of the month as the Effective

Date. For Off-the-Run Contracts, it can be any date of the month, subject to the provisions of the

Business Day Convention. Roll Day marks the start of a new interest accrual period, and is the

date on which a Reset Rate takes effect (other than for USD-SOFR-COMPOUND which is an

overnight compounded rate).

Floating Reset Dates:

82
o Dates utilized to determine the Floating Rate amounts for each interest accrual period

during the Tenor of the contract (other than for USD-SOFR-COMPOUND which is an overnight

compounded rate). Except in the case of a Stub Period, the Reset Date is aligned with the

floating rate frequency as determined.

First Period Fixing Date:

o For Spot Starting Swaps, the Interest Rate for the first interest period is fixed on the

Trade Date, for both Floating and Fixed Rates (other than with respect to USD-SOFRCOMPOUND for which the Floating Rate is not ascertainable at such time).

o For Forward Starting Swaps, the Fixed Rate for the first interest period is fixed on the

Trade Date, and the Floating Rate for the first interest period is fixed 2 business days prior to the

first floating payment date, taking into account agreed non-working days (other than with respect

to USD-SOFR-COMPOUND for which the Floating Rate is not ascertainable at such time).

Stub Period Rate:

o For Swaps with partial year Tenors, an interest period that is shorter than the standard

underlying Floating index interest periods may occur between the Effective Date and the first or

last Roll Date (knows as a Stub Period). In these cases, the Interest Rate for such Stub Period is

determined using linear interpolation based on the two index rates that surround the Stub Period

this can be applied either at the start or end of that period: Front or Back. This is not applicable

to USD-SOFR-COMPOUND, which is an overnight compounded rate.

Trade Types:

o The Platform may support the following trade types:

 Outrights

 An Outright Swap is where one party is the payer of the Fixed Rate and

receiver of the Floating Rate and the other party is the receiver of the Fixed

Rate and payer of the Floating Rate.

 Spreads or Switches

 A spread or a switch is the simultaneous purchase and sale of:

o two different Tenors of the yield curve (e.g. 2 year by 10 year), or

o two identical Swaps cleared at different DCOs (e.g.

CME/LCH.Clearnet) (“CME/LCH.Clearnet Spreads”).

 Butterflies

 Butterflies are the simultaneous purchase(s) and sale(s) of three different

Tenors of the yield curve (e.g. 2 year by 5 year by 10 year).

Contract Size:

o Minimum notional size is dependent on currency and Tenor.

Quoting Convention:

o Outrights

 The interest rate yield is quoted in increments of a minimum of .000025 (1/40th

of a basis point).

o Spreads and Butterflies (other than CME/LCH.Clearnet Spreads) will be quoted in basis

points dependent in multiples of the increments of the underlying Outrights.

o CME/LCH.Clearnet Spreads will be quoted as described in Chapter 9.

Final Settlement Price:

o Multiple payments take place during the term of the Swap. Settlement price used for the

periodic exchange of Fixed and Floating payments is based on the following factors:

 Fixed Leg

 Payment amount on the Fixed Leg is based on the traded price and notional

amounts of the Swap on Trade Date. Payment timing on the Fixed Leg is

based on the Payment Frequency, Day Count Convention, Business Day

Convention, and Roll Day.

83
 Floating Leg

 Payment on the Floating Leg is based on the Interest Rate and notional

amounts of the Swap. Payments on the Floating Leg are based on the

Payment Frequency, Day Count Convention, Business Day Convention, Roll

Day Convention, Spread (if any), Floating Rate Day Count Fraction and

Floating Reset Dates.

Additional Payments/Fees:

o None.

Clearing:

o Certain Fixed for Floating IRS contracts are eligible to be cleared at one or more of CME,

LCH.Clearnet, Eurex and JSCC. Please see: http://www.cmegroup.com/;

http://www.lchclearnet.com/; http://www.eurexclearing.com/clearing-en/; and

http://www.jscc.co.jp/en/.

84
Rule 801(2) — Basis Swaps

A Basis Swap is an Interest Rate Swap for which settlement is in the form of periodic floating interest

payments and periodic floating interest payments based on interest rate benchmarks over a term to

maturity. The interest rate payments are exchanged for a specified period based on a notional amount.

Currencies

USD

EUR

GBP

Specifications

Trading Conventions:

o Buyer (Payer) pays floating interest rate plus/minus a spread and receives floating

interest rate.

o Seller (Receiver) receives floating interest rate plus/minus a spread and pays floating

interest rate.

Supported Basis Combinations:

o 1M EURIBOR vs 3M EURIBOR

o 1M EURIBOR vs 6M EURIBOR

o 3M EURIBOR vs 6M EURIBOR

o 1M GBP-LIBOR vs 3M GBP-LIBOR

o 1M GBP-LIBOR vs 6M GBP-LIBOR

o 3M GBP-LIBOR vs 6M GBP-LIBOR

o 1M USD-LIBOR vs Federal Funds H.15

o 3M USD-LIBOR vs Federal Funds H.15

o 6M USD-LIBOR vs Federal Funds H.15

o 1M USD-LIBOR vs 3M USD-LIBOR

o 1M USD-LIBOR vs 6M USD-LIBOR

o 3M USD-LIBOR vs 6M USD-LIBOR

o 1M USD-LIBOR vs USD-SOFR-COMPOUND

o 3M USD-LIBOR vs USD-SOFR-COMPOUND

o 6M USD-LIBOR vs USD-SOFR-COMPOUND

Upfront Payment Dates:

o USD – T+1 through maturity

o EUR – T+1 through maturity

o GBP – T+1 through maturity

Settlement Convention:

o USD – T+1

o EUR – T+1

o GBP – T+1

Swap Leg Conventions:

o The terms of Basis Swaps are based on a number of combinations of the criteria below.

 Floating Leg 1

 Payment Frequency

o Monthly, Quarterly, Semi-Annually, or Annually.

 Day Count Convention

o 30/360, Actual/360, Actual/365.FIXED, Actual/Actual.ISDA,

30E/360, 30E/360.ISDA, Actual/Actual.ICMA.

 Holiday Calendar

85
o Applied in accordance for the country currency denoted for the

instrument.

 Business Day Convention

o Modified Following with adjustment to period end dates.

Business days in this convention must be valid business days on

both the calendars (EUTA, GBLO, USNY). If not, it will be the

next day that is a business day on both calendars.

 Floating Rate

o The floating interest rate yield or basis points on Trade Date.

 Floating Leg 2

 Reset Frequency

o Monthly, Quarterly, Semi-Annual, or Annually.

 Day Count Convention

o 30/360, Actual/360, Actual/365.FIXED, Actual/Actual.ISDA,

30E/360, 30E/360.ISDA, Actual/Actual.ICMA.

 Holiday Calendar

o Applied in accordance for the country currency denoted for the

instrument.

 Business Day Convention

o Modified Following with adjustment to period end dates.

Business days in this convention must be valid business days on

both calendars (EUTA, GBLO, USNY). If not, it will be the next

day that is a business day on calendars.

 Interest Rate Benchmark

o EUR-EURIBOR-Reuters, EUR-EURIBOR-Telerate (incoming),

GBP-LIBOR-BBA, USD-LIBOR-BBA, USD-SOFR-COMPOUND.

Trade Date:

o The date on which the parties enter into the Swap transaction.

Effective Date:

o The first date from which floating interest amounts accrue. It is also referred to as the

Start Date or the Value Date. The Effective Date of the Swap must be a business day subject to

the appropriate Business Day Convention.

Trade Start Type:

o Spot Starting

 A Swap whose Effective Date is 2 business days from the Trade Date (T+2).

o Forward Starting

 A Swap whose Effective Date is anything after the Effective Date for a Spot

Starting Swap.

o Same Day Starting

 A Swap whose Effective Date is the same as the Trade Date (T+0).

Maturity Date:

o The final date until which Floating amounts accrue. The Maturity Date may also be

referred to as the Termination Date or End Date.

Tenor:

o The duration of time from the Effective Date to the Maturity Date. The Facility will support

Tenors of any duration greater than 0 years to 50 years.

o Listed Tenors, also referred to as On-the-Run, are whole calendar year Spot Starting or

Same Day Starting Swaps with a Tenor of 1 through 15, 20, 25, 30, 35, 40,45 and 50 years.

o Other Tenors means any whole year Tenors other than the Listed Tenors and any partial

year Tenor.

Roll Day Convention:

86
o The date used for determining all floating Reset Dates (other than for USD-SOFRCOMPOUND which is an overnight compounded rate). Roll Days define the beginning and end

of Floating interest accrual periods.

o For On-the-Run Swaps, the Roll Day is the same date of the month as the Effective Date.

For Off-the-Run Swaps, it can be any date of the month, subject to the provisions of the Business

Day Convention. Roll Day marks the start of a new interest accrual period, and is the date on

which a Reset Rate takes effect (other than for USD-SOFR-COMPOUND which is an overnight

compounded rate).

 Note: Subject to good business days – as with all instruments, will never roll

forward to the following month.

Floating Reset Dates:

o Dates utilized to determine the Floating Rate amounts for each interest accrual period

during the Tenor of the contract (other than for USD-SOFR-COMPOUND which is an overnight

compounded rate). Except in the case of a Stub Period, the Reset Date is 2 business days

(USD, EUR) or zero business days (GBP) prior to the Roll Date for that interest accrual period.

First Period Fixing Date:

o For Spot Starting and Same Day Starting Swaps, the Interest Rate for the first interest

period is fixed on the Trade Date, for both Floating Rates (other than with respect to USD-SOFRCOMPOUND for which the Floating Rate is not ascertainable at such time).

o For Forward Starting Swaps, the Floating Rate for the first interest period is fixed on the

Trade Date, and the Floating Rate for the first interest period is fixed 2 business days prior to the

Effective Date (other than with respect to USD-SOFR-COMPOUND for which the Floating Rate is

not ascertainable at such time).

Stub Period Rate:

o For Swaps with partial year Tenors, an interest period that is shorter than the standard

underlying Floating index interest periods may occur between the Effective Date and the first or

last Roll Date (knows as a Stub Period). In these cases, the Interest Rate for such Stub Period is

determined using linear interpolation based on the two index rates that surround the Stub Period

this can be applied either at the start or end of that period: Front or Back. This is not applicable

to USD-SOFR-COMPOUND, which is an overnight compounded rate.

Trade Types:

o The Platform may support the following trade types:

 Outrights

 An Outright Swap is where one party is the payer of the Floating Rate 1

plus/minus a spread and receiver of the Floating Rate 2 and the other party

is the receiver of the Floating Rate 1 plus/minus a spread and payer of the

Floating Rate 2.

 Spreads or Switches

 A spread or a switch is the simultaneous purchase and sale of two different

Tenors of the yield curve (e.g. 2 year by 10 year).

 Butterflies

 Butterflies are the simultaneous purchase(s) and sale(s) of three different

Tenors of the yield curve (e.g. 2 year by 5 year by 10 year).

Instrument Minimum and Incremental Size:

o Minimum notional size is dependent on currency and Tenor.

o Block Trades

 Minimum notional size as stated by the Commission and increments dependent

on currency and Tenor.

Quoting Convention:

87
o Outrights are quoted in interest rate yield in a minimum 1/10th of a basis point

increments.

o Spreads and Butterflies are quoted in interest rate yield differential in minimum

1/10th basis point increments.

Final Settlement Price:

o Multiple payments take place during the term of the Swap. Settlement price is based on

the following factors, which must be specified by the parties:

 Interest rate, interest rate benchmark, notional amounts of the Swap, Payment

Frequency, Day Count Convention, Business Day Convention, Roll Day

Convention, Spread (if any), Floating Rate Day Count Fraction and Floating

Reset Dates.

Additional Payments/Fees:

o None.

Clearing:

o Certain Basis Swap contracts are eligible to be cleared at one or more of CME,

LCH.Clearnet, Eurex and JSCC. Please see: http://www.cmegroup.com/;

http://www.lchclearnet.com/; http://www.eurexclearing.com/clearing-en/; and

http://www.jscc.co.jp/en/.

88
Rule 801(3) — Forward Rate Agreement (FRA)

A Forward Rate Agreement is an Interest Rate Swap for which settlement is in the form of one fixed

interest payment and one floating interest payment based on an interest rate benchmark to be paid or

received on an obligation beginning at a future start date. The interest rate payments are exchanged

based on a notional amount.

Currencies

USD

EUR

GBP

Specifications

Trading Conventions

o Buyer (Payer) pays fixed interest rate and receives floating interest rate.

o Seller (Receiver) receives fixed interest rate and pays floating interest rate.

Upfront Payment Dates:

o USD – T+1 through maturity

o EUR – T+1 through maturity

o GBP – T+1 through maturity

Settlement Convention:

o USD – T+1

o EUR – T+1

o GBP – T+1

Swap Leg Conventions

o The terms of FRAs are based on a number of combinations of the criteria below.

 Fixed Leg

 Payment Frequency

o Once

 Day Count Convention

o 30/360, Actual/360, Actual/365.FIXED, Actual/Actual.ISDA,

30E/360, 30E/360.ISDA, Actual/Actual.ICMA

 Holiday Calendar

o Applied in accordance with the country relating to the currency of

the instrument

 Business Day Convention

o Modified Following with adjustment to period end dates.

Business days in this convention must be valid business days on

both the holiday calendars of that country (EUTA, GBLO,

USNY). If not, it will be the next day that is a business day on

both calendars.

 Fixed Rate

o The traded interest rate yield or basis points on Trade Date

 Floating Leg

 Reset Frequency

o Once

 Day Count Convention

o 30/360, Actual/360, Actual/365.FIXED, Actual/Actual.ISDA,

30E/360, 30E/360.ISDA, Actual/Actual.ICMA

 Holiday Calendar

o Applied in accordance with the country relating to the currency of

the instrument

 Business Day Convention

o Modified Following with adjustment to period end dates.

Business days in this convention must be valid business days on

both the calendars for each country (EUTA, GBLO, USNY). If

89
not, it will be the next day that is a business day on both

respective country holiday calendars.

 Interest Rate Benchmark

o EUR-EURIBOR-Reuters, EUR-EURIBOR-Telerate (incoming),

GBP-LIBOR-BBA, USD-LIBOR-BBA

Trade Date

o The date on which the parties enter into the Swap transaction.

Effective Date

o The first date from which fixed and floating interest amounts accrue. It is also referred to

as the Start Date or the Value Date. The Effective Date of the Swap must be a business day

subject to the appropriate Business Day Convention.

Maturity Date

o The final date until which Fixed and Floating amounts accrue. The Maturity Date may

also be referred to as the Termination Date or End Date. The maturity range is 3 days to 3 years,

subject to the maximum Tenor listed below.

Tenor

o The duration of time from the Effective Date to the Maturity Date Tenors will be support

for any duration greater than 0 month to 12 months.

o Listed Tenors, also referred to as On-the-Run, means whole year Spot Starting or Same

Day Starting Instruments with a Tenor of an integer number of months.

o Other Tenors means any Tenors other than the Listed Tenors.

Floating Reset Dates

o Dates utilized to determine the Floating Rate amount for the interest accrual period

during the Tenor of the Instrument. Except in the case of a Stub Period, the Reset Date is

adjusted business days dependent on the currency prior to the Roll Date for that interest accrual

period.

First Period Fixing Date

o The Fixed Rate for the first interest period is fixed on the Trade Date, and the Floating

Rate for the first interest period is fixed 2 business days prior to the Effective Date.

Trade Types

o The Platform may support the following trade types:

 Outrights

 An Outright swap is where one party is the payer of the fixed rate and

receiver of the floating rate and the other party is the receiver of the fixed

rate and payer of the floating rate.

 Spreads or Switches

 A spread or a switch is the simultaneous purchase and sale of two different

Tenors of the yield curve (e.g. 3x6 by 9x12).

Instrument Minimum and Incremental Size.

o Minimum notional size is dependent on currency and Tenor.

o Block Trades. Minimum notional size as stated by the Commission and increments

Dependent on currency and Tenor.

Quoting Convention

o Outrights are quoted in interest rate yield in minimum of .000025 increments (1/40th of a

basis point).

o Spreads/Switches will be quoted in basis points dependent in multiples of the increments

of the underlying Outrights.

Last Trading Day

o Spot Starting

 Close of business on Trade Date.

o Forward Starting

90
 Close of business three business days prior to the Effective Date of the swap.

Final Settlement Price

o Multiple payments take place during the term of the swap. Settlement price is based on

the following factors, which must be specified by the parties:

 Interest rate, interest rate benchmark, notional amounts of the swap, Payment

Frequency, Day Count Convention, Business Day Convention, Roll Day

Convention, Spread (if any), Floating Rate Day Count Fraction, Floating Reset

Dates, Discount Rate, Discount Rate Day Count Fraction and FRA

Discounting/FRA Yield Discounting.

Additional Payments/Fees

o None.

Clearing

o Contracts are eligible to be cleared at CME, LCH.Clearnet, Eurex and JSCC.

Block Trades must occur outside the Order Book and in a quantity that meets or exceeds Appropriate

Minimum Block Sizes set by the Commission.

91
Rule 801(4) — Overnight Index Swaps (OIS)

Contract

Specification

Details

Product Description An Overnight Index Swap is an interest rate swap for which settlement is in the

form of periodic fixed interest payments and periodic floating interest payments

based on an overnight rate being exchanged for a fixed interest rate over a term to

maturity. The interest rate payments are exchanged for a specified period based

on a notional amount.

Currencies The interest rate cash flows are net settled in the following major currencies on

fixing date:

USD

EUR

GBP

Trading

Conventions

• Buyer (Payer) pays fixed interest rate and receives floating interest rate.

• Seller (Receiver) receives fixed interest rate and pays floating interest rate.

Upfront Payment

Dates

• USD – T+1 through maturity

• EUR – T+1 through maturity

• GBP – T+1 through maturity

Settlement

Convention

• USD – T+1

• EUR – T+1

• GBP – T+1

Swap Leg

Conventions

The terms of Fixed vs. Floating Interest Rate Swaps are based on a number of

combinations of the criteria below.

• Fixed Leg

o Payment Frequency

 At Maturity Date, Annually, semi-annual, Quarterly, or

monthly.

o Day Count Convention

 30/360, Actual/360, Actual/365.FIXED,

Actual/Actual.ISDA, 30E/360, 30E/360.ISDA,

Actual/Actual.ICMA

o Holiday Calendar

 Applied in accordance for the country currency denoted for

the instrument

o Business Day Convention

 Modified Following with adjustment to period end dates.

Business days in this convention must be valid business

days on both the calendars (EUTA, GBLO, USNY). If not,

it will be the next day that is a business day on both

calendars.

o Leg Pay Date Offset:

 USD – 2D

 EUR – 1D

 GBP – 0D

o Fixed Rate

 The traded interest rate yield or basis points on Trade

Date

• Floating Leg

o Reset Frequency

92
Contract

Specification

Details

 Daily

o Day Count Convention

 30/360, Actual/360, Actual/365.FIXED,

Actual/Actual.ISDA, 30E/360, 30E/360.ISDA,

Actual/Actual.ICMA

o Holiday Calendar

 Applied in accordance for the country currency denoted for

the instrument

o Business Day Convention

 Modified Following with adjustment to period end dates.

Business days in this convention must be valid business

days on both calendars (EUTA, GBLO, USNY). If not, it

will be the next day that is a business day on both

calendars.

o Leg Pay Date Offset:

 USD – 2D

 EUR – 1D

 GBP – 0D

o Overnight Rate

 EUR-EONIA-OIS-COMPOUND, GBP-WMBA-SONIACOMPOUND, USD-Federal Funds-H.15-OISCOMPOUND

Trade Date The date on which the parties enter into the Swap transaction.

Effective Date The first date from which fixed and floating interest amounts accrue. It is also

referred to as the Start Date or the Value Date. The Effective Date of the Swap

must be a business day subject to the appropriate Business Day Convention.

Trade Start Type • Spot Starting

o A swap whose Effective Date is 2 business days from the Trade

Date (T+2).

• Forward Starting

o A swap whose Effective Date is anything after the Effective Date

for a Spot Starting swap.

• Same Day Starting

o A swap whose Effective Date is the Trade Date (T+0).

• Day +1 Starting

o A swap whose Effective Date is the Trade Date (T+1).

Maturity Date The final date until which Fixed and Floating amounts accrue. The Maturity Date

may also be referred to as the Termination Date or End Date.

Tenor The duration of time from the Effective Date to the Maturity Date. The Exchange

will support Tenors of any duration greater than 0 years to 30 years.

• Listed Tenors, also referred to as On-the-Run, means whole year Spot

Starting or Same Day Starting Instruments with a Tenor of 1 through 15,

20, 25, and 30 years.

• Other Tenors means any whole year Tenors other than the Listed Tenors

and any partial year Tenor.

Roll Day

Convention

The date used for determining all fixed and floating Reset Dates. Roll Days define

the beginning and end of Fixed and Floating interest accrual periods.

• For On-the-Run Instruments, the Roll Day is the same date of the month

as the Effective Date. For Off-the-Run Instruments, it can be any date of

93
Contract

Specification

Details

the month, subject to the provisions of the Business Day Convention. Roll

Day marks the start of a new interest accrual period, and is the date on

which a Reset Rate takes effect.

Floating Reset

Dates

Dates utilized to determine the Floating Rate amounts for each interest accrual

period during the Tenor of the Instrument. Except in the case of a Stub Period, the

Reset Date is adjusted business days dependent on the currency prior to the Roll

Date for that interest accrual period.

First Period Fixing

Date.

• For Spot Starting and Same Day Starting swaps, the Interest Rate for the

first interest period is fixed on the Trade Date, for both Floating and Fixed

Rates.

• For Forward Starting swaps, the Fixed Rate for the first interest period is

fixed on the Trade Date, and the Floating Rate for the first interest period is

fixed 2 business days prior to the Effective Date.

Stub Period Rate For swaps with partial year Tenors, an interest period that is shorter than the

standard underlying Floating index interest periods may occur between the

Effective Date and the first or last Roll Date (knows as a Stub Period). In these

cases, the Interest Rate for such Stub Period is determined using linear

interpolation based on the two index rates that surround the Stub Period this can

be applied either at the start or end of that period: Front or Back.

Trade Types The Platform may support the following trade types:

• Outrights

o An Outright swap is where one party is the payer of the fixed rate

and receiver of the floating rate and the other party is the receiver

of the fixed rate and payer of the floating rate.

• Spreads or Switches

o A spread or a switch is the simultaneous purchase and sale of two

different Tenors of the yield curve (e.g. 2 year by 10 year).

• Butterflies

o Butterflies are the simultaneous purchase(s) and sale(s) of three

different Tenors of the yield curve (e.g. 2 year by 5 year by

10 year).

Instrument

Minimum and

Incremental Size.

• Minimum notional size is dependent on currency and Tenor.

• Block Trades

o Minimum notional size as stated by the Commission and

increments dependent on currency and Tenor.

Quoting Convention • Outrights are quoted in interest rate yield in minimum of .000025

increments (1/40th of a basis point).

• Spreads and Butterflies will be quoted in basis points dependent in

multiples of the increments of the underlying Outrights.

Last Trading Day • Spot Starting

o Close of business on Trade Date.

• Forward Starting

o Close of business three business days prior to the Effective Date

of the swap.

Additional • None.

94
Contract

Specification

Details

Payments/Fees

Clearing • Contracts are eligible to be cleared at CME, LCH.Clearnet, Eurex and

JSCC.

Block Trades • Block Trades must occur outside the Order Book and in a quantity that

meets or exceeds Appropriate Minimum Block Sizes set by the

Commission.

95
Rule 801(5) — Interest Rate Options

Interest Rate Options contracts cover the following product areas:

 Interest Rate Options

 Swaptions

 Inflation Swaps

 Inflation Rate Options

 Exotic Options and Swaps

Currencies

Interest Rate Options

USD

EUR

GBP

Swaptions

USD

EUR

GBP

Inflation Swaps

EUR

GBP

Inflation Rate Options

USD

EUR

GBP

Exotic Options and Swaps

USD

EUR

GBP

Specifications

Option Type

o Interest Rate Swaption

 Type

 Payer – A buyer of a payer Swaption has the option to pay the underlying

swap at the agreed price

 Receiver – A buyer of a receiver Swaption has the option to receive the

underlying swap at the agreed price

 Term – The future length of the swap

 Exercise – The date at which the option can be exercised on

 Underlying Swap

 Fixed Leg

o Fixed Interest rate

 Floating Leg

o Underlying benchmark

 Optional knockout clause

o Interest Rate Options

 Type

 Cap – The buyer of a Cap option receives the payments at the end of each

period in which the underlying interest rate exceeds an agreed strike price

 Floor – The buyer of a Floor option receives the payments at the end of each

period in which the underlying interest rate is below an agreed strike price

 Underlying Interest Rate

 Single Underlying Rate – Single underlying interest rate as listed in the

Interest Rate benchmarks

96
 Spread – Spread between 2 underlying interest rates as listed in the interest

rate benchmarks

 Strike

 Expiry Date

 Convention

 Payment Frequency

o Monthly

o Quarterly

o Bi-Annually

o Annually

 Payment rate

o Digital

o Linear

 Payment currency

 Optional no call period – must be an agreed number of calendar days

 Option premium

 Optional reset period – must be an agreed number of calendar days

 Start Type

 Immediate

 Forward

o Exotic Options and Swaps

 Type

 Buyer – The buyer of the swap receives a series of payments in relation to

one agreed swap leg (leg 1) and makes a series of payments based on

another agreed swap leg (leg 2)

 Seller – The seller of the swap makes a series of payments in relation to one

agreed swap leg (leg 1) and receives a series of payments based on another

agreed swap leg (leg 2)

 Tenor

 Leg 1

 Rate type

o Fixed – agreed spread

o Floating

 Single Underlying Rate – Single underlying interest rate

as listed in the Interest Rate benchmarks

 Spread – Spread between 2 underlying interest rates as

listed in the interest rate benchmarks

 Currency

 Optional agreed spread

 Optional agreed rate range

 Optional cap

 Optional floor

 Leg 2

 Rate type

o Fixed – agreed spread

o Floating – Floating

 Single Underlying Rate – Single underlying interest rate

as listed in the Interest Rate benchmarks

 Spread – Spread between 2 underlying interest rates as

listed in the interest rate benchmarks

 Currency

 Optional agreed spread

 Optional agreed rate range

 Optional cap

 Optional floor

 Optional reset period – must be an agreed number of calendar days

97
 Optional break clause

 Optional correlation factor – This will be a mathematical formula on which the

payout of the trade will be based. This formula will be agreed at the time of

trade.

 Start Type

 Immediate

 Forward

 Optional coupon

 Optional lockout period

o Inflation Swap

 Inflation Swap – The buyer of an inflation swap pays a fixed interest rate and

receives the agreed floating inflation rate

 Tenor

 Fixed Rate (Traded Price)

 Inflation Rate benchmark – this can be any inflation benchmark that settles in

the listed currencies

 Optional forward start

o Inflation Option

 Types

 Cap – The buyer of a cap option receives the right to receive a payment

should the rate of the agreed underlying index rise above a certain level

 Floor – The seller of a floor option receives the right to receive a payment

should the rate of the agreed underlying index fall below a certain level

 Tenor

 Exercise Type

 American

 European

 Bermudan

 Premium (Traded Price x agreed notional)

 Premium Type

 Spot

 Annuity

 Forward

Payment Frequency

o Interest Rate Swaptions – the payment frequency will be an agreed, valid, calendar integer

o Interest Rate Options – the payment frequency will be an agreed, valid, calendar integer

o Exotic Options and Swaps – the payment frequency will be an agreed, valid, calendar integer

o Inflation Swaps – the payment frequency will be an agreed, valid, calendar integer

o Inflation Rate Options – the payment frequency will be an agreed, valid, calendar integer

Day Count Convention

o Interest Rate Swaptions

 30/360

 Act/360

 Act/365

 360/360

 30E/360

 AFI/365

 ACT/366

 ACT/ACT

o Interest Rate Options

 ACT/360

 ACT/365

 360/360

 30/360

 30E/360

98
 AFI/365

 ACT/366

 ACT/ACT

o Exotic Options and Swaps

 ACT/360

 ACT/365

 360/360

 30/360

 30E/360

 AFI/365

 ACT/366

 ACT/ACT

o Inflation Swaps

 ACT/360

 ACT/365

 360/360

 30/360

 30E/360

 AFI/365

 ACT/3613

 ACT/ACT

Holiday Calendar Conventions

o Interest Rate Swaptions

 ABU DHABI

 SYDNEY

 TORONTO

 PRAGUE

 COPENHAGEN

 HONG KONG

 BUDAPEST

 LONDON

 TEL AVIV

 JAFFA

 TOKYO

 WELLINGTON

 SEOUL

 BANGKOK

 TARGET

 WARSAW

 MOSCOW

 RIYADH

 SINGAPORE

 ISTANBUL

 NEW YORK

 OSLO

 STOCKHOLM

 JOHNNESBURG

 KUALA LUMPAR

o Interest Rate Options

 ABU DHABI

 SYDNEY

 TORONTO

 PRAGUE

 COPENHAGEN

 HONG KONG

99
 BUDAPEST

 LONDON

 TEL AVIV

 JAFFA

 TOKYO

 WELLINGTON

 SEOUL

 BANGKOK

 TARGET

 WARSAW

 MOSCOW

 RIYADH

 SINGAPORE

 ISTANBUL

 NEW YORK

 OSLO

 STOCKHOLM

 JOHNNESBURG

 KUALA LUMPAR

o Exotic Options and Swaps

 ABU DHABI

 SYDNEY

 TORONTO

 PRAGUE

 COPENHAGEN

 HONG KONG

 BUDAPEST

 LONDON

 TEL AVIV

 JAFFA

 TOKYO

 WELLINGTON

 SEOUL

 BANGKOK

 TARGET

 WARSAW

 MOSCOW

 RIYADH

 SINGAOPRE

 ISTANBUL

 NEW YORK

 OSLO

 STOCKHOLM

 JOHNNESBURG

 KUALA LUMPAR

o Inflation Swaps

 NEW YORK

 LONDON

 EUROPE

 Australia

o Inflation Rate Options

 NEW YORK

 LONDON

 EUROPE

Business Day Conventions

100
o Interest Rate Swaptions

 Modified

 Modified Following

o Interest Rate Options

 Modified

 Modified Following

o Exotic Options and Swaps

 Modified

 Modified Following

o Inflation Swaps

 Modified

 Modified Following

o Inflation Rate Options

 Modified

 Modified Following

Effective Date

o Interest Rate Swaptions – The effective date will be a valid business day

o Interest Rate Options – The effective date will be a valid business day

o Exotic Options and Swap – The effective date will be a valid business day

o Inflation Swaps – The effective date will be a valid business day

o Inflation Rate Options – The effective date will be a valid business day

Maturity Date

o Interest Rate Swaptions – The maturity date will be a valid calendar day

o Interest Rate Options – The maturity date will be a valid calendar day

o Exotic Options and Swaps – The maturity date will be a valid calendar day

o Inflation Swaps – effective date + tenor of swap

o Inflation Rate Options – Not applicable

Tenors

o Interest Rate Swaptions 0 – 100 years inclusive

o Interest Rate Options – 0 – 100 years inclusive

o Exotic options and swaps – 0 – 100 years inclusive

o Inflation Swap – 0 – 100 years inclusive

o Inflation Rate Options 0 – 100 years inclusive

Roll Dates

o Interest Rate Swaptions

 Calendar dates

 End of month

 IMM Dates

o Interest Rate Options

 Calendar dates

 End of month

 IMM Dates

o Exotic Options and Swaps

 Calendar dates

 End of month

 IMM Dates

 None

o Inflation Swaps – 0 – 50 years inclusive

o Inflation Rate Options – 0 – 50 years inclusive

Fixing Dates

o Interest Rate Swaptions – The fixing date will be a valid business day

o Interest Rate Options – The fixing date will be a valid business day

o Exotic Options and Swaps – The fixing date will be a valid business day

101
o Inflation Swaps – The fixing date(s) will be a valid calendar day

o Inflation Options – The fixing date(s) will be a valid calendar day

Settlement

o Interest Rate Swaptions

 Swaptions will be settled by either

 Cash

 Delivery of the swap

 Part Cash; Part Delivery

 The settlement date(s) will be valid business days

o Interest Rate Options

 All options contracts are cash settled

 The settlement date(s) will be valid business days

o Exotic Options and Swaps

 Contracts will be settled by either

 Cash

 Delivery of the swap

 Part Cash; Part Delivery

 The settlement date(s) will be valid business days

o Inflation Swaps – Are cash settled in line with the payment frequency

o Inflation Rate Options – Are cash settled in line with the payment frequency

Contract Size

o Minimum and Incremental Sizes

 Interest Rate Swaptions

 The minimum size for a Swaption is 1,000 of the agreed currency of the

trade

 There is no minimum incremental size for a Swaption

 Interest Rate Options

 The minimum size for an option is 1,000 of the currency of the underlying

index of the trade

 There is no minimum incremental size for an option

 Exotic Options and Swaps

 The minimum size for an instrument in this category is 1,000 units of the

currency of the underlying index of the trade

 There is no minimum incremental size for instruments in this category

 Inflation Swaps

 The minimum size for an instrument in this category is 1,000 units of the

currency of the underlying index of the trade

 There is no minimum incremental size for instruments in this category

 Inflation Rate Options

 The minimum size for an instrument in this category is 1,000 units of the

currency of the underlying index of the trade

 There is no minimum incremental size for instruments in this category

o Accreting Size – Any product can be traded on

 An accreting basis

 A non-accreting basis

Quoting Convention

o Interest Rate Swaptions are all quoted in basis points

o Interest Rate Options are all quoted in basis points

o Exotic Options and Swaps are all quoted in basis points

o Inflation Swaps are all quoted in basis points

o Inflation Options are all quoted in basis points

Benchmark Interest Rates

o Contracts will be limited to all or a subset of the following underlying benchmark indices:

 EBOR

102
 BBR

 CDOR

 LIBOR

 PRIBOR

 CIBOR

 CIBOR2

 HIBOR

 BUBOR

 TELBOR01

 WIBOR

 MOSPRIME

 SAIBOR

 TRILIBOR

 NIBOR

 STIBOR JIBAR

 EURIBOR

 ISDAFIX

 ICAP Listed Interest Rates Swaps

Minimum and Incremental Price

o Interest Rate Swaptions

 There is no minimum price

 There is no minimum incremental price

o Interest Rate Options

 There is no minimum price

 There is no minimum incremental price

o Exotic Options and Swaps

 There is no minimum price

 There is no minimum incremental price

o Inflation Swaps

 There is no minimum price

 There is no minimum incremental price

o Inflation Options

 There is no minimum price

 There is no minimum incremental price

Reporting

o All Interest Rate Options trades are reported in accordance with NFA and SDR requirements

Clearing

o Interest Rate Options traded on IGDL are not cleared.

103
104
CHAPTER 9

SYSTEM PROTOCOLS

Rule 901 i-Swap System Protocol

Glossary

Access Details The non-transferable, confidential personal user

identifiers and all passwords issued by IGDL to

each Authorised Trader.

Aggressive Order A Held Order entered onto the System with the

expectation of executing against resting

Bids/Offers on the opposite side of the market at

the same price as the Aggressive Order.

Authorised Trader Desk A group of Authorised Traders sharing a common

set of Contracts trading permissions. Orders are

shared at desk level and Authorised Traders can

only belong to one desk.

Erroneous Orders Any Bid/Offer which does not meet the

requirements set out in this i-Swap System

Protocol.

i-Swap An Order Book offered by IGDL for trading certain

Swaps.

Leave Order A Bid/Offer that will stack along with any other

Bid/Offer on the same side of the market.

Participant Managed Order A Bid/Offer that will replace any other Bid/Offer

input by a Participant on the same side of the

market.

Participant Clearing Officers An officer of the Participant who is authorised to

allocate clearing limits for the Participant.

Passive Order A Held Order that is a resting Bid or Offer.

System i-Swap.

System Supervisor The market support team of i-Swap.

Trading Engine The System matching engine.

105
(a) General Rules

(1) This i-Swap System Protocol is part of the Facility Rulebook. In the event of a conflict

between this i-Swap System Protocol and the Facility Rulebook, this i-Swap System

Protocol shall take precedence. All capitalized terms not otherwise defined in this i-Swap

System Protocol shall have the meanings ascribed to them in the Facility Rulebook.

(2) The System offers an electronic central limit order book for certain Interest Rate Swaps

listed by IGDL. IGDL may at any time expand or alter the Swaps offered for trading on

the System pursuant to Commission Regulations.

(3) An electronic Bid/Offer is a Held Order and must be displayed on the System. All Held

Orders may be entered directly onto the System, by an Execution Specialist, or an

Intermediary.

(i) Held Orders may be Passive Orders or Aggressive Orders.

(ii) Held Orders must have a direction, price and size, Held Orders may additionally

carry a reserve amount of hidden size which will be considered as Held Order

size by the system but not displayed to the market.

(iii) The System is auto-matching and therefore locked markets (i.e. where a Held

Order is entered equal to the top of book Held Order on the opposite side of the

market) are not permitted (unless other considerations such as size prevent the

equal priced Held Orders from matching or self-trading block is enabled).

(iv) IGDL will set a minimum Held Order size, which will be communicated to

Participants.

(v) Participants have the ability to edit or remove the Held Orders entered into the

System by them.

A. If a Participant’s edit affects a change in price, the Held Order will be reinserted to the System with a new price/time priority.

B. If a Participant’s edit affects a decrease in Held Order size, the Held

Order will be modified in its place in the existing price/time priority queue.

C. If a Participant’s edit affects an increase in Held Order size:

(aa) A regular Held Order will be modified in the existing price/time

priority queue.

(bb) A Participant Managed Order will insert the size increase as a

second segment in existing price/time priority, however the initial

size will retain its place in the System.

(vi) Held Order edits, including total removal, may be input on a bid-by-bid or offerby-offer basis or group-by-group or at the side of market basis. Additionally,

Participants may remove all Held Orders submitted by them simultaneously.

Such removed Held Orders may be reactivated by the Participant.

(vii) All Held Orders in the System shall be pre-trade anonymous. Execution

Specialists are prohibited from disclosing the name of an execution party to any

106
other market Participant prior to execution. Following execution, the Execution

Specialist shall disclose the names of the counterparties to the transaction to

each other.

(b) Participation

(1) In addition to the requirements set forth elsewhere in the Facility Rulebook, Participants

must meet the following eligibility criteria:

(i) Participant has in place adequate measures and arrangements to prevent the

submission of Erroneous Orders to the System.

(2) Participant’s Authorised Traders will be deemed eligible to trade all Swaps offered for

trading on the System unless the Participant specifies otherwise.

(c) Access Method

(1) Participant is responsible for acquiring and operating the technical equipment and

software necessary for gaining access to the System.

(d) Trading Calendar and Hours of Operation

(1) Participant shall not enter Bids/Offers into the System outside of the hours of operation of

the System as stated by IGDL. Any such Bids/Offers will be invalid and any resultant

trades treated as error trades.

(2) The trading hours for the System are 7:30 London Local Time to AM - 5:30 PM New York

Local Time. The System is open for trading any day other than a Saturday, Sunday or

any day which is a US public holiday as determined by The Securities Industry and

Financial Markets Association (“SIFMA”) or such other days as otherwise determined

and notified by IGDL. On any day which is a public holiday in the United Kingdom as

determined by SIFMA, the System will open at 6:30 am New York Local Time.

(e) Orders

(1) Registration of Orders

(i) Each Bid/Offer must specify the Bid/Offer duration and whether it is a Participant

Managed Order or a Leave Order.

(ii) Participants may enter Bids/Offers directly into the System through its Authorised

Traders via the System front-end application (Global Front End), or entered

automatically into the System via an automated order generator, or manually via

Participant front-end applications through the System application programming

interface (“API”).

(iii) Once a Participant is admitted to the SEF to trade Contracts, all Bids/Offers in

respect of that Contract will be visible to the Participant, subject to the restrictions

outlined in Appendix 2 to this i-Swap System Protocol.

(iv) All Bids/Offers that are visible to the Participant will be displayed on an

anonymous basis to other Participants. Following execution of a transaction, the

names of the counterparties to the transaction are disclosed to each other.

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(2) The SEF Execution Specialist – entered Bids/Offers

(i) SEF Execution Specialist-entered Bids/Offers are matched according to the

same rules as all other Bids/Offers on the System.

(ii) Participants may register Bids/Offers by telephoning a SEF Execution Specialist.

The SEF Execution Specialist shall enter any Bid/Offer into the System in time

priority as soon as reasonably practicable after the Bid/Offer is received.

(iii) The SEF Execution Specialist shall not amend or action any Bids/Offers on the

System entered by an Authorised Trader unless instructed by the Participant.

(iv) Execution Specialists are prohibited from disclosing the name of a party to any

other market Participant prior to execution of a transaction. Following execution,

the Execution Specialist shall disclose the names of the counterparties to the

transaction to each other.

(f) System Functionality

(1) Bids/Offers

(i) All Bids/Offers are automatically matched in price/time priority, subject to the Fill

and Follow functionality set forth below.

(ii) All Participants are treated equally, and Bids/Offers are always matched at the

price limit of the submitted Bid/Offer, or better.

(iii) All Bids/Offers are firm. Incoming Bids/Offers are always matched at the best

available price.

(iv) Spread and butterfly Bids/Offers will imply into outright markets and vice versa.

Chains of implied Bids/Offers can be matched to any chain length.

(2) Bid/Offer Types & Conditions

(i) The System supports limit Bids/Offers only.

(ii) Details of Bid/Order types, conditions, duration and management are found in

Appendix 2 to this i-Swap System Protocol.

(3) Fill and Follow Functionality

(i) Fill and Follow Rights

A. A Participant may enter a new Bid/Offer or modify an existing Bid/Offer to

price at or below the trade price, and will receive Bid/Offer stack

prioritization for that Bid/Offer at that price point over all existing

Bids/Offers including existing Fill and Follow Bids/Offers.

B. A Participant will qualify for Fill and Follow rights if

(aa) the Participant recently executed a transaction; and,

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(bb) the Bid/Offer’s size meets or exceeds the Voice RFQ Market

Size as specified in Appendix A to this Chapter 9; and,

(cc) the new Bid/Offer is placed or modified within 30 seconds for

Spread-over outrights and within 7 seconds for all other

Contracts.

C. All Participants are eligible for the Fill and Follow rights. Participants will

be stacked in accordance with their initial priority when multiple

Participants take advantage of the rights.

(ii) Best Bid/Offer (BBO) and Follow Rights

A. A Participant may modify the existing Bid/Offer to a less aggressive

price, and will receive Bid/Offer stack prioritization for that Bid/Offer at

that price point over all existing Bids/Offers including existing Fill and

Follow Bids/Offers.

B. A participant will qualify for BBO and Follow Rights if

(aa) the Participant places a Bid/Offer in the system at a new best

Bid/Offer price level; and,

(bb) the Bid/Offer’s size meets or exceeds the Voice RFQ Market

Size as specified in Appendix A to this Chapter 9; and,

(cc) the Bid/Offer is resting at that price level for a minimum of 60

seconds.

C. Only the Participant who first put a Bid/Offer at a new price level is

eligible for BBO and Follow Rights.

(4) Restrictions on Orders Entered into the System; Non-Reviewable Range

(i) The System includes as a risk control a price deviation limit which restricts

Participants from entering: (A) bids that are 3bps higher than an i-Swap Order

Book determined mid-price; and (B) offers that are 3bps lower than an i-Swap

Order Book determined mid-price.

(ii) The System includes as a risk control a size limit which restricts Participants from

entering Bids/Offers for more than a given size. The size limit is the lesser of

$10 billion one year equivalent or any lesser limit with which the System is

configured by a Participant to constrain its own activity.

(iii) IGDL has established a Non-Reviewable Range in order to establish which

transactions IGDL will review pursuant to Rule 316. The Non-Reviewable

Range, which is set forth in Rule 316(f), is narrower than the price deviation limit.

(iv) The System provides Participants with a self-trading block functionality to prevent

a single counterparty from buying and selling the same swap in the same

transaction.

(5) Indicative Price Functionality

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(i) In the absence of prices derived from Bids/Offers, the System will display an

indicative price for certain Contracts via Participant front-end applications

through the System API.

(ii) The indicative price will be generated by adding or subtracting 1 basis point to or

from the relevant mid-market price generated by the ICAP Analytics Group.

Such mid-market prices are derived from the ICAP analytics system for the USD

Swap curve. The USD swap curve will be generated using:

A. US benchmark Treasury prices/yields;

B. Reuters Capital Markets 19901 market spreadovers;

C. IMM 3M USD futures contract prices from CME; and

D. Prices for voice market curve spreads and butterflies.

(iii) Indicative prices are displayed to all Participants without a quantity or owner.

Indicative prices will no longer be displayed as soon as a market price is

established by an actionable Bid/Offer (e.g., Participant entered, Execution

Specialist entered or implied) even if that Bid/Offer price is worse than the

indicative price.

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Appendix 1 – Contracts Offered for Trading on i-Swap

U.S. Dollar Interest Rate Derivatives

 USD Interest Rate Swaps (Semi-bond, Annual, IMM) and combined strategies

 USD spreadovers and combined strategies

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Appendix 2 – Bid/Offer Types and i-Swap Configuration

(a) Implied orders

(1) The System uses Bids/Offers in the System to imply prices in related Contracts. Single

line Contracts in combination can imply switches and/or butterflies.

(2) Switches and butterflies in combination can imply other switches and/or single line

Contracts.

(3) Implied Bids/Offers will only be generated if they can meet the minimum size of the

Contract being implied. Implied Bids/Offers need not comply with incremental size

settings.

(4) Implied Bids/Offers will be consistent with the tick structure of the Contract being implied.

(5) An implied price generated by the System follows time / price priority logic used for

Participant-entered Bids/Offers.

(6) A top of market implied Bid/Offer will be shown (for Global Front End users) in the top of

market line with a chevron (^).

(b) Tick structure

(1) The convention is as follows:

(i) Instruments quoted as a rate rather than a spread to another rate are quoted in

1/8 basis point increments (i.e. 1.01%, 1.01125%, 1.0125%, 1.01375%,

1.0150%).

(ii) Instruments quoted as a spread to another rate (other than CME/LCH.Clearnet

Spreads), including the rate of another leg to the transaction, are quoted in 1/8

basis point increments (i.e. 12.00, 12.125, 12.25, 12.375, 12.50).

(iii) CME/LCH.Clearnet Spreads (outrights, curves and butterflies) are quoted in

1/400 basis point increments (i.e. 1.80, 1.8025, 1.805).

(c) Stacked Order Book

(1) The System supports a stacked Order Book. If there are multiple Bids/Offers at the same

price point on one side (e.g. 5 orders for 100m each) then when aggressed for the full

500, each Bid/Offer on the passive side will trade. All Participants on the System will see

full depth of market on all instruments.

(d) Broker access to Participant entered Bids/Offers

(1) The SEF Execution Specialist will not have the ability to amend or cancel individual

Participant-entered Bids/Offers unless instructed by Participant. The SEF Execution

Specialist will be able to “Cancel All” Bids/Offers entered directly into the System by a

specific Participant in the event a Participant is unable to do it by itself.

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(e) One-Cancels-Other Bids/Offers (“OCO”)

(i) OCO is available via the API and the Global Front End.

(ii) Participants have the ability to submit up to eight OCO Bids/Offers, all flagged as

contingent upon each other. Upon a full trade of any of these Bids/Offers, all

other Bids/Offers belonging to this OCO set will immediately be removed from

the market. Upon a partial trade, a pro-rata size reduction is applied to other

Bids/Offers in the set.

(f) Other Bid/Offer Types

(1) General Order Types:

(i) Fill and Store

(ii) Fill and Kill

(iii) Fill or Kill

(2) Time attributes:

(i) Good Till Day

(ii) Good Till Time

(iii) Good Till Duration

(iv) Immediate

(3) Other attributes:

(i) Minimum Size

(ii) All-or-Nothing

(iii) Iceberg

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Rule 902 Voice RFQ System Protocol

Definitions

Indication of Interest means a price provided by a Voice RFQ Participant at the beginning start of the

trading day that is not the initiation of an RFQ or a Bid/Offer.

Initiator means a Participant that begins an RFQ by contacting an Execution Specialist.

Initiation means an RFQ that is submitted by a Participant to an Execution Specialist.

Interest Stack means the order of Indications of Interest received from Participants at the start of the

trading day in price, time priority.

Tranche means the market Voice RFQ size listed in Appendix A to this Chapter 9.

Responder means a Recipient of an Initiator’s RFQ who subsequently provides a Bid/Offer to the

Execution Specialist in response.

Response means a Bid/Offer provided by a Responder to an Execution Specialist.

RFQ Stack means the order of RFQ Initiations and Responses that are received in price, time priority.

Outright Spreadover means a Package Transaction that has only two components: (i) a Swap

component; and (ii) a U.S. Treasury Security component.

Voice RFQ or vRFQ means a RFQ that is submitted in accordance with the procedures in Rule 306(c).

All RFQs are considered Non-Directed unless otherwise instructed by the Participant (Participants may

request Directed RFQs).

Voice RFQ Participant means a Participant that on a particular trading day is in the Interest Stack or the

RFQ Stack.

All capitalized terms not otherwise defined in this Voice RFQ System Protocol shall have the meanings

ascribed to them in the Facility Rulebook.

Trading Hours

vRFQ market operates 24 hours a day, Monday through Friday.

Contracts Offered for Trading

All Required USD, GBP and EUR denominated Interest Rate Swap products.

Required Interest Rate Swap vRFQ System Protocol

(a) General Provisions. In cases where an Initiator or Responder does not provide a notional size

in the Initiation or Response, the Execution Specialist will assume the instrument’s Voice RFQ market

size for the specific tenor or for butterflies and strategies as listed in Appendix A to this Chapter 9 for

butterflies and strategies. Voice RFQ market sizes may change from time to time at the discretion of

IGDL and upon notice to Participants. All Initiations and Responses must be made via IGDL’s recorded

telephone lines or electronic instant messaging communications.

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(1) All Initiations and Responses, except in the case of Voice RFQs initiated pursuant to

Rule 306(c)(2), are pre-trade anonymous. Participants to a transaction resulting from a

Voice RFQ will be disclosed only to the counterparties by the Execution Specialists after

the execution of the transaction.

(2) Intermediaries initiating a Voice RFQ or responding to a Voice RFQ on behalf of a

Customer must provide the Execution Specialist with the identity of the Customer.

(3) Except as provided in Rule 902(b) below, increments for Voice RFQs are the same as

those set forth in section (b) of Appendix 2 to Rule 901.

(b) RFQs for Outright Spreadovers

(1) Initiations of Outright Spreadovers may be in increments of 1/8 of a basis point.

(2) Responses to an Initiation for an Outright Spreadover in a 1/8 of a basis point increment

include any resting Bid/Offer in the Order Book.

(c) Interest Stack

(1) Upon the start of the trading day, Execution Specialists may canvass the market for

Indications of Interest from Participants which may be used to identify potential Voice

RFQ Initiators and Responders.

(i) Indications of Interest are announced to other Execution Specialists and

maintained manually in an Interest Stack.

(ii) The order of the Interest Stack is based on price, time priority.

(2) Upon request by a Participant, an Execution Specialist may provide current Indications of

Interest by stating the best prices among the Indications of Interest on the bid and offer

side of the market for that instrument.

(d) RFQ Stack

(1) The RFQ Stack begins at the start of the first Voice RFQ of the trading day.

(2) Voice RFQ Initiations will be maintained in price, time priority per instrument.

(i) Except as provided in Rule 902(d)(2)(iii) below with respect to Initiations of

Outright Spreadovers in 1/8 basis point increments (which are not also 1/4 basis

point increments), Initiators will be placed at the top of an RFQ Stack if:

A. the Initiator traded the last best price in the most recent RFQ and

indicates to the Execution Specialist that it wants to remain in the RFQ

Stack; or

B. the Initiator initiates a new Voice RFQ that is better than any other

current RFQ and any current Order Book price and that new Voice RFQ

is available to the market for a minimum of 30 seconds without trading

(“Untraded Initiator”).

(ii) Responses to Voice RFQs may become new Initiations upon request of the

Responder. Such new Initiations will be placed in the RFQ Stack.

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(iii) Initiations of Outright Spreadovers in 1/8 basis point increments (which are not

also 1/4 basis point increments) will be placed at the top of the RFQ Stack only if

the Initiator traded the last best price in the most recent RFQ and indicates to the

Execution Specialist that it wants to remain in the RFQ Stack; Untraded Initiators

of Outright Spreadovers in 1/8 basis point increments (which are not also 1/4

basis point increments) will not have any rights to be placed at the top of the

RFQ Stack.

(e) Voice RFQ Initiation

(1) An Initiator may initiate a Voice RFQ by contacting an Execution Specialist.

(2) Initiation of a Voice RFQ begins when the Initiator identifies the desired instrument and

can include the direction, price, and/or size. RFQs that are initiated by an Intermediary

must also provide the Customer identity to the Execution Specialist (this is not disclosed

in a Non-Directed RFQ).

(i) If requested by a Participant, an Execution Specialist may assist a Participant in

arriving at an initiation price by referencing the last transaction rate, indicating the

mid-price of the current RFQs, referencing the prices of correlated tenors, and

referencing recent transactions from other SEFs posted by the SDR.

(ii) A SEF Execution Specialist shall not amend, enter or cancel any Initiation unless

instructed by the Participant. Participants may instruct Execution Specialists to

amend, enter or cancel any Initiation by contacting the Execution Specialist via

IGDL’s recorded telephone lines or electronic instant messaging

communications.

(3) Initiations are entered into the Facility’s internal Voice RFQ tool.

(i) When required, pre-trade limit checks must be conducted prior to entry of the

Initiation details into the Voice RFQ tool and prior to announcement of the details

to other Execution Specialists.

(4) The Execution Specialist must announce the details of the Voice RFQ to other Execution

Specialists who in turn contact all Voice RFQ Participants in a Non-Directed Voice RFQ

unless the Voice RFQ Participant has requested that initiations of a certain contract, size,

or price be withheld.

(5) Indications of Interest in the Interest Stack will be used as potential responses after the

Initiation has been announced to the vRFQ Participants.

(6) Initiations in the RFQ Stack on the opposite side of a new Voice RFQ will receive priority

in Responding to all Initiations subsequent to the first Voice RFQ of the trading day.

Such priority expires after approximately 5 seconds.

(i) Prices in the Order Book at or better than the Initiation price will be included in

the RFQ Stack of potential Responders.

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(f) Voice RFQ Responses

(1) Responders must provide the Execution Specialist the price and size of the Bid/Offer if

above or below the assumed market size as described in Rule 902 within approximately

5 seconds of communication of the Initiation.

(i) Bids/Offers are provided by the Execution Specialist to the Initiator in price, time

priority.

A. Along with the first response, any resting Bids/Offers in the Order Book

must be communicated to the Initiator.

B. Only the price is communicated to the Initiator unless otherwise

instructed by the Responder.

(ii) A SEF Execution Specialist shall not amend, enter or cancel any Response

unless instructed by the Participant. Participants may instruct Execution

Specialists to amend, enter or cancel any Response by contacting the Execution

Specialist via IGDL’s recorded telephone lines or electronic instant messaging

communications.

(2) The Initiator has approximately 5 seconds to accept or reject each Response provided

upon communication of such Response.

(g) Acceptance of Bid/Offer

(1) If, prior to the expiration of the time period described in Rule 902(f)(2), the Initiator

accepts a Bid/Offer, the details of the Bid/Offer are entered into the internal Voice RFQ

tool.

(i) If required, a pre-trade limit check will be conducted on the Response prior to

entry into the vRFQ Tool and Execution.

(2) The trade will be immediately reported to the SDR. Execution Specialists may not

disclose the details of a transaction until the trade is sent to the SDR. Execution

Specialists shall not disclose the identities of the counterparties to a trade to any other

Participant at any time.

(3) If there is only one Initiator and one Responder at the chosen price, that Initiator and

Responder may trade the entire amount provided by the Responder (see Rule 902(f)(1)).

(4) Stack Rules. If there are multiple Participants on either side of the market interested in

trading at the chosen price, the initial transaction between Initiator and Responder may

be for the double the Voice RFQ market size as listed in Appendix A to this Chapter 9.

Each other Participant in the RFQ Stack will be eligible for a transaction at the Voice

RFQ market size as listed in Appendix A in accordance with this Rule 902(g)(4) and

Rule 902(d).

(i) If the Responder does not provide a size but post-execution of the market size

indicates a desire to continue trading beyond the Tranche size (where the

Initiator’s interest has been exhausted), the Responder may initiate a new RFQ

that is announced to the market. The announcement of the new Voice RFQ

ends the initial Voice RFQ.

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(ii) Unless the Responder indicates a desire to continue trading an additional

amount beyond the initial Tranche as described in Rule 902(g)(4)(i), the order of

the RFQ Stack will be followed with the Execution Specialist confirming that each

Participant remains interested in trading at that price. A Responder may indicate

a desire to continue trading by communicating a desire to “pay on” or “sell on” to

the Execution Specialist. The Execution Specialist will then announce to the

market that the Participant has indicated a desire to continue trading at that level.

(iii) The Initiator of the Voice RFQ receives priority to trade one more Tranche(s)

offered by the Responder at the top of the RFQ stack. Subsequent trades in the

work-up will be in individual Tranches through the voice RFQ stack until interest

at that price level is exhausted.

(iv) Any Order Book Bid/Offer incorporated in the RFQ Stack in time priority will be

filled in its entirety before another Responder is offered a Tranche.

(v) All trades are entered into the vRFQ tool, with the exception of those executed

on the Order Book, and reported to the SDR.

(vi) If there is any remaining unfilled interest, that Participant can request that the

Execution Specialist initiate a new Voice RFQ and enter the Initiation into the

RFQ Stack.

(h) Rejection of a Bid/Offer

(1) If after the expiration of the time period described in Rule 902(f)(2), there is no

acceptance from the Initiator or Responses are rejected, the Responses can, with the

agreement of the Responder, become an Initiation of a Voice RFQ and be announced to

the market.

(2) If there are no remaining Initiations, then the Interest Stack is used as a guide to the

potential market prices.

(3) Counter requests by the Initiator are considered rejections of the Responses and new

RFQ Initiations.

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Rule 903 GTN System Protocol

Glossary

Access Details The non-transferable, confidential personal

user identifiers and all passwords issued by

IGDL to each Authorised Trader.

Authorised Trader Desk A group of Authorised Traders belonging to a

single desk and sharing a common set of

Contracts trading permissions. Orders are

received at the common desk and serviced by

the Authorised Traders belonging to such desk.

Authorised Traders can only belong to one

desk.

Erroneous Bids/Offers Any Bid/Offer which does not meet the

requirements set out in this System Protocol.

GTN An Order Book offered by IGDL for trading

certain Swaps.

System GTN

System Supervisor The market support team of GTN.

Trading Engine The System matching engine.

(a) General Rules

(1) This GTN System Protocol is part of the Facility Rulebook. In the event of a conflict

between this GTN System Protocol and the Facility Rulebook, this System Protocol shall

take precedence. All capitalised terms not otherwise defined in this System Protocol

shall have the meanings ascribed to them in the Facility Rulebook.

(2) The System offers an electronic central limit order book for certain Swaps listed for

trading by the Facility, as specified in Appendix 1 hereto. IGDL may at any time expand

or alter the Swaps offered for trading on the System pursuant to Commission

Regulations.

(3) The System shall disclose the identities of the Participant to the counterparty after the

trade has been executed.

(b) Participation

(1) In addition to the requirements set forth elsewhere in the Facility Rulebook, Participants

must meet the following eligibility criteria:

(i) Participant has in place adequate measures and arrangements to prevent the

submission of Erroneous Bids/Offers to the System.

(2) Participant’s Authorised Traders will be deemed eligible to trade all Swaps offered for

trading on the System unless the Participant specifies otherwise.

(c) Access Method

(1) (1) Participant shall call or email IGDL SEF Execution Specialists to access the GTN

order book at the following:

(i) Email should be addressed to SEFExecution.Specialists@us.icap.com;

119
(ii) Calls should be addressed to +1 (212) 341-9113.

(d) Trading Calendar and Hours of Operation

(1) Participant shall not enter Bids/Offers into the System outside of the hours of operation of

the System as stated by IGDL. Any such Bids/Offers will be invalid and any resultant

trades treated as Error trades.

(2) For Contracts that are not also available to trade via i-Swap, the trading hours for the

System are Sunday 3:00 PM EST to Friday 5:30 PM EST. The System is closed for

trading on holidays determined and notified by IGDL.

(3) For Contracts that are also available to trade via i-Swap, the trading hours for the System

are 5:30 PM New York Local Time – 2:30 AM London Local Time. The System is open

for trading any day other than a Friday, Saturday or any holiday determined and notified

by IGDL. The System opens at 3:00 PM EST on Sundays.

(e) Orders – Registration of Orders

(1) Each Bid/Offer must specify the Bid/Offer duration.

(2) Participants may enter Bids/Offers by telephoning or emailing a SEF Execution

Specialist. The SEF Execution Specialist shall enter any Bid/Offer into the System in

time priority as soon as reasonably practicable after the Bid/Offer is received.

(3) The SEF Execution Specialist shall not amend, enter or cancel any Bids/Offers on the

System unless instructed by the Participant. Participants may instruct Execution

Specialists to amend, enter or cancel any Bid/Offer by contacting the Execution

Specialist via IGDL’s recorded telephone lines or email.

(4) Once a Participant is admitted to the SEF to trade Contracts, all Bids/Offers in respect of

Contracts available to trade via the System will be made visible to the Participant, subject

to the restrictions outlined in Appendix 2. All Bids/Offers that are visible to the Participant

will be displayed on an anonymous basis to other Participants.

(5) If a Bid/Offer is resting at the System’s close, a SEF Execution Specialist will cancel the

Bid/Offer.

(6) Participants must provide their existing counterparty credit relationships to a SEF

Execution Specialist for an uncleared instrument prior to registration of a Bid/Offer.

(f) System Functionality

(1) Bids/Offers

(i) All Bids/Offers are automatically matched according to price/time priority.

(ii) Bids/Offers are always matched at the price limit of the submitted Bid/Offer, or

better.

(iii) All Bids/Offers are firm. Incoming Bids/Offers are always matched at the best

available price.

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(2) Bid/Offer Types & Conditions

(i) The System supports limit Bids/Offers only.

(ii) Details of Bid/Order types, conditions, duration and management are found in

Appendix 2 to this System Protocol.

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Appendix 1

Contracts Offered for Trading on GTN

U.S. Dollar Interest Rate Swaps

 USD Interest Rate Swaps (Semi-bond, Annual, IMM) (and combined strategies) and USD

spreadover instruments (and combined strategies), provided that any such instruments

which are listed on i-Swap are not listed on GTN during i-Swap hours.

GBP Interest Rate Swaps

Euro Interest Rate Swaps

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Appendix 2

Bid/Offer Types and GTN Configuration

(a) Stacked Order Book:

(1) The System supports a stacked Order Book. If there are multiple Bids/Offers at the same

price point on one side (e.g., 5 orders for 100m each) then when aggressed for the full

amount (e.g., 500), each Bid/Offer on the passive side will trade.

(b) Other Bid/Offer Types

(1) Time attributes:

(i) Good Till Cancel

123
Rule 904 Pre-Arranged Crossing System Protocol

Glossary

Access Details The non-transferable, confidential personal

user identifiers and all passwords issued by the

SEF to each Authorised Trader.

Erroneous Bids/Offers Any Bid/Offer which does not meet the

requirements set out in this System Protocol.

System Pre-Arranged Crossing platform

System Supervisor The market support team of the System.

(a) General Rules

(1) This Pre-Arranged Crossing System Protocol is part of the Facility Rulebook. In the

event of a conflict between this System Protocol and the Facility Rulebook, this System

Protocol shall take precedence. All capitalized terms not otherwise defined in this

System Protocol shall have the meanings ascribed to them in the Facility Rulebook.

(2) The System offers a Pre-Arranged Cross platform for all Permitted Transactions listed by

the Facility. IGDL may at any time expand or alter the Contracts offered for trading on

the System pursuant to Commission Regulations.

(c) (b) Participation

(1) In addition to the requirements set forth elsewhere in the Facility Rulebook, Participants

must meet the following eligibility criteria:

(i) Participant has in place adequate measures and arrangements to prevent the

submission of Erroneous Bids/Offers to the System.

(2) All of a Participant’s Authorised Traders will be deemed eligible to trade all Contracts

offered for trading on the System unless the Participant specifies otherwise.

(d) (c) Access Method

(1) Participant shall call or email Execution Specialists to access the Pre-Arranged Cross

platform via IGDL’s recorded telephone lines or email at the following:

(i) Email should be addressed to SEFExecution.Specialists@us.icap.com;

(ii) Calls should be addressed to +1 (212) 341-9113.

(2) Electronic access to the System by Participants is also available upon request and will be

granted on an impartial basis.

(e) (d) Trading Calendar and Hours of Operation

(1) No Execution Specialist or Participant (if such Participant has been granted direct

electronic access to the System) shall enter Bids/Offers into the System outside of the

hours of operation of the System as set forth below. Any such Bids/Offers will be

Erroneous Bids/Offers and any resultant trades treated as error trades.

124
(2) The trading hours for the System are Sunday 3:00 PM ET to Friday 5:30 PM ET. The

System is closed for trading on holidays determined and on such other days as notified

by the SEF.

(f) (e) Orders – Registration of Orders

(1) Participants may enter Bids/Offers via the Access Methods set forth above. The SEF

Execution Specialist shall enter any Bid/Offer into the System in time priority as soon as

reasonably practicable after the Bid/Offer is received.

(2) The SEF Execution Specialist shall not amend, enter or cancel any Bids/Offers on the

System unless instructed by the Participant. Participants may instruct Execution

Specialists to amend, enter or cancel any Bid/Offer by contacting the Execution

Specialist via IGDL’s recorded telephone lines or email.

(3) Once a Participant is admitted to the SEF to trade Contracts, all Bids/Offers in respect of

Contracts available to trade via the System will be made visible to the Participant.

However, Participants may customize their screen to limit the Bids/Offers they view to

only those Contracts they have selected. All Bids/Offers that are visible to the Participant

will be displayed on an anonymous basis to other Participants.

(g) (f) System Functionality

(1) Bids/Offers

(i) All Bids/Offers are matched once both orders have been inputted into the

System.

125
126

Appendix A to Chapter 9

ICAP Global Derivatives Limited

Appendix A - Voice RFQ and Order Book Size

I. Voice RFQ

Market Size

All Contracts other than Butterflies Butterflies Only

Tenor USD (m) Tenor USD (m)

1y NA 1y 500

2y 200 2y 250

3y 150 3y 150

4y 100 4y 100

5y 100 5y 100

6y 85 6y 85

7y 75 7y 75

8y 75 8y 75

9y 50 9y 50

10y 50 10y 50

12y 50 12y 50

15y 50 15y 50

20y 50 20y 50

25y 25 25y 25

30y 25 30y 25

Note: Tenor for a Butterfly is determined by

subtracting the first leg from the second leg of the

Butterfly (i.e. the first wing from the body).

Minimum Sizes

All Instruments

Instruments are set to a minimum of $5m including each leg of an instrument.

II. Order Book

Minimum Sizes

Outrights and Spread-Overs

USD instruments are set to the weighted value of $200m 1 year equivalent notional.

Strategies

Spreads and Switches are set to the far leg’s outright level.

Butterflies are set the same as two times body’s outright level.

Certain Strategies with a leg that is below 5m have their minimum size adjusted to ensure no leg is below this

amount.
140

ANNEX 2 Reporting Counterparty Rules

Relevant Portions of Reporting Counterparty Rules

(a) The ISDA Reporting Party Rules are set forth below by asset class:

(1) Credit:

(i) Where both parties are the same hierarchy level (e.g., Major Swap Participant

vs. Major Swap Participant, Swap Dealer vs. Swap Dealer, or non‐ Swap

Dealer/Major Swap Participant vs. non‐ Swap Dealer/Major Swap Participant),

the reporting counterparty is the floating rate payer (a/k/a ‘seller’). For swaptions,

the reporting counterparty is the floating rate payer of the underlying swap.

(ii) For real time reporting of step‐in novations, the reporting counterparty should be

determined between the transferor and transferee based on the above and the

position of the transferee. So, if both parties are of the same classification and

the transferee is the seller (floating rate payer) in the novated transaction, the

transferee is the reporting counterparty. If the transferee is the buyer (fixed rate

payer), then the transferor is the reporting counterparty.

(iii) For novated transactions, the reporting counterparty should be reassessed

between the transferee and remaining party based on the above.

(2) Rates:

(i) Product Attribute Determination:

Reporting Counterpartycounterparty Tiebreaker Logic ‐– Rates

Trade Type Explanation Reporting CounterpartyParty

Cap/Floor When a single Fixed Rate Payer

exists

Fixed Rate Payer. Otherwise, Reverse ASCII sort, first

LEI/Entity IDpre-LEI

Debt Option All Option Buyer

Exotic1 All Reverse ASCII sort, first LEI/Entity ID pre-LEI

FRA All Fixed Rate Payer

IRS Basis All Reverse ASCII sort, first LEI/Entity IDpre-LEI

IRS Fix‐Fix All Reverse ASCII sort, first LEI/Entity IDpre-LEI

IRS Fix‐Float All Fixed Rate Payer

IRSwap: Inflation When a single Fixed Rate Payer

exists

Fixed Rate Payer. Otherwise, Reverse ASCII sort, first

LEI/Entity IDpre-LEI

IRSwap: OIS All Fixed Rate Payer

Swaption All Option Buyer

XCCY Basis All Reverse ASCII sort, first LEI/Entity IDpre-LEI

XCCY Fix‐Fix All Reverse ASCII sort, first LEI/Entity IDpre-LEI

XCCY Fix‐Float All Fixed Rate Payer

1

 Cancellable Swaps are categorized as “Exotic” in line with the work completed in partnership with

several supervisory authorities in March 2010 - G14 firms committed to drive a high level of product,

processing and legal standardization in each asset class with a goal of securing operational efficiency,

and mitigating operational risk. The resulting standardization documents are located on ISDA’s website at

http://www2.isda.org/attachment/Mzk3Mg==/Standardization%20Legend%20for%20Rates%20Final.pdf.
(ii) Tiebreaker Logic.: When the participant identifierLEI/pre-LEI tiebreaker is

invoked the following processes will be used:

A. Determining identifiers. When an entity has multiple entity identifiers (“IDs”),

the following hierarchy will be used to determine which entity ID to use in

the reporting counterparty determination logic: LEI/CiCi is used before

DTCC GTR ID which is used before an AVOX ID which is used before

any other identifier.

A. B. Identifier Tiebreaker Logic Scenarios:

(aa) When only one firm has an LEI/pre-LEI then the party with the

LEI/pre-LEI is the reporting counterparty.

i.(bb) When both firms must have an LEI/CiCipre-LEI then

rankdetermine based on comparison of the two LEI/CiCispreLEIs in accordance with the below.

ii. When one firm has an LEI/CiCi and the other firm has a DTCC

ID but does not have an LEI then rank based on the comparison

of the LEI/CiCi to the DTCC ID.

iii. When one firm has an LEI/CiCi and the other firm has an AVOX

ID but does not have an LEI then rank based on the comparison

of the LEI/CiCi to the AVOX ID

iv. When neither firm has an LEI/CiCi and both firms have a DTCC

ID then rank based on the two DTCC IDs.

v. When neither firm has an LEI/CiCi and one firm has a DTCC ID

and the other firm has only an AVOX ID then rank based on the

comparison of the DTCC ID to the AVOX ID.

vi. A firm will be the reporting counterparty when that firm has a

DTCC ID or LEI/CiCi and the other has neither an LEI/CiCi nor a

DTCC ID nor an AVOX ID. Please note that in all cases the

reporting counterparty will have a DTCC ID and by extension will

have an LEI/CiCi.

B. (iii) Determining sort order of identifiers:

i.(aa) LEI/CiCi, DTCC GTR IDs, and AVOX IDspre-LEI are comprised

of characters from the following set {0‐-9, A‐ZA-Z}.

ii.(bb) For avoidance of doubt, before comparing IDs convert all IDs to

UPPER CASE only.

iii.(cc) For comparison basis the sort order will be reverse ASCII sort

order. For avoidance of doubt the following are sort order of

precedence:

ivi. Z, Y, X, W, V, U, T, S, R, Q, P, O, N, M, L, K, J, I, H, G,

F, E, D, C, B, A, 9, 8, 7, 6, 5, 4, 3, 2, 1, 0.

141
C. (iv) When comparing two IDs the reporting counterparty will be the firm

with the first ID in the list when sorted in reverse ASCII sort order.

(3) Equity: WhereWhen both parties are of the same hierarchy level, the reporting

counterparty will be the:

(i) (i) Seller of performance on any product in the current version of the OTC

Derivatives Products Taxonomies published by ISDA, which is attached as

Attachment 21 to this Annex 1 (the “Taxonomy”).

(ii) (ii) Seller of product on all other (exotic) products in the Taxonomy.

(iii) (iii) If seller cannot be identified the fall back would be for the parties to

agree amongst themselves.

(iv) (iv) For portfolio swaps agreements (PSA’s) the seller will remain the seller

regardless of the underlying’s performance.

For the avoidance of doubt, if the trade is confirmed via negative affirmation, the provider

of the negative affirmation agreement is the reporting counterparty.

(4) Commodity:Commodities

(i) A seller convention applies if the executed trade is one of the trade types

enumerated in the table below. Otherwise, the LEIs of the parties should be

compared in standard ASCII order and the party with the first ID in the list will be

the reporting counterparty.

reporting counterparty Tiebreaker Logic –Commodities

Trade Type Explanation Reporting Party

Fixed Floating

Swap

Seller of the Fixed leg = Reporting Party Fixed leg seller (Receiver of Cash on the fixed leg)

Option Receiver of premium payment or Option

writer

Seller

Swaption Receiver of premium payment or swaption

writer

Seller

Option Strategies

(Collars,

Corridors,

Multi-leg)

Premium receiver is the Seller = Reporting

Party

Premium Receiver

If no premium, go to alpha convention Go to alpha convention

For trade types not listed above

Seller convention

with

Alpha

Any trade that falls outside of that list will have the alphanumer ic ASCII convent ion applied based on the

LEI. The LEI selected as the reporting counterparty will be the LEI at the top of that sort order. As an

example, ASCII is the same sort logic that MS Excel applies.

(i) It is recognized within the commodities industry that different SDRs are currently

proposing differing rules in determining the reporting counterparty. The methodology detailed

below is the industry preferred and agreed way of working, as signed‐off by the GTRfC

Commodities Industry WG.

(ii) Where both parties are of the same hierarchy level, reporting counterparty status

may be determined by reference to the convention which is attached as

Attachment 1 to this Annex 1. This convention requires the parties to apply a

seller convention if the executed trade is one of the three trade types

enumerated (which have no ambiguity concerning which party is the selling

party) and designates the seller as reporting counterparty. If the trade to be

executed is not one of the three specified trade types then the convention

defaults to an alpha process the LEI/CiCi’s of the two parties should be resolved

142
into an ASCii sorting tool with the LEI/Entity which comes first/top in the resulting

list then designated as reporting counterparty.

(iii) Use of this convention can only be relied upon when both parties to the

transaction are committed to use it. Where one side is not signed up to the

convention it should not be used and the parties should revert to an alternative

methodology to determine reporting counterparty in compliance with the rules.

(5) FX:

The FX reporting counterparty rules have been defined by the GFMA Global FX

Division’s Market Architecture Group (September 2012). The publication entitled

“Determining the Reporting Party under Dodd‐Frank in the Foreign Exchange Market”

sets out some suggested rules that participants may wish to consider for determining the

reporting counterparty within a relevant hierarchy level, as well as setting out suggestions

in respect of specific hierarchy cases not covered by the Commission Regulations.

(i) When asset class tie‐breaker logic needs to be applied:

A. For cash trades: The reporting counterparty is the counterparty selling

the currency that occurs first in the 26‐letter English alphabet.

B. For options: The reporting counterparty is the seller of the option.

Reporting counterparty Tie Breaker Logic - FX

Taxonomy Rule Comment

Forward FX Cash Rule For FX Swaps, the Reporting Party of both legs of the swap would

be determined by applying the Cash Rule to the far-leg of the Swap

NDF FX Cash Rule n/a

Option Option Seller Rule n/a

NDO Option Seller Rule n/a

Simple Exotic Option Seller Rule n/a

Complex Exotic See comment For a complex exotic product where there is an unambiguous seller

of the product, then Option Seller Rule would apply. The seller

determination would be driven by the seller as agreed in the

standard FpML representation of the product. IF there is no clear

seller, then the FX Cash Rule would apply.

For more information see:

http://www.gfma.org/uploadedfiles/initiatives/foreign_exchange_(fx)/determiningreportingpartyunderdoddfrank.pdf

143
144

Attachment 1 (Commodities)

At least one SD/MSP (Source: GTR): Non‐SD/MSP vs. Non‐SD/MSP (Source: 

Am I a SD or

MSP?

Is either party

a US Person?

I am RP

Start

** See the

Seller

Convention

with LEI/CiCi

Alpha-numeric

Agree who is RP** CP is RP

Is my CP an

SD or MSP?

What is CP

hierarchy to

me?

CP is RP

Is only one

party a US

Person?

US Party is

the RP

Swap executed

SEF/DCM, in US

or cleared DCO?

CP is RP I am RP

What is the

financial

entity status?

Yes

Same

Lower

Higher

Yes

No

No Yes

Yes

CP Only Me Only

No

No

B

Yes
Attachment 2

ISDA OTC Derivatives Products Taxonomies (UPI) (Updated 9 January 201514 February 2018)

145
146
147
148
149
150
151
152
153
154
155
156
157
158
159
160
161
162

ACTIVE 223637714
163

ACTIVE 223637714
Division of Market Oversight

Commodity Futures Trading Commission

March 24, 2020

Exhibit D

Explanation of Amended Governance Policy

IGDL has amended its Governance Policy as provided below. In general, the Governance 

Policy has been amended to remove policies regarding public directors that were proposed to 

be required by Commission Regulations but never adopted, to make conforming changes to the 

updated Compliance Manual, and to incorporate non-duplicative sections of the Fitness 

Standards into the Governance Policy.

As indicated above, please note that the amendments to the Governance Policy are intended to, 

among other things, consolidate the provisions of the Governance Policy and IGDL’s Fitness 

Standards into a single, unified document. Accordingly, it is IGDL’s intention that the amended 

Governance Policy supersede and replace in its entirety the Fitness Standards previously filed 

as Exhibit C to IGDL’s Form SEF.

Section/Rule Description of Revision

Reason and/or

Supporting Rule or 

Core

Principle

Annex 1. Governance Policy

Section 1 Section 1 was revised to clarify that the Board 

oversees the CF10 in addition to the Chief 

Compliance Officer and to remove reference to 

the Board having the sole power to approve 

IGDL’s fees in conformity with the amendment to 

Rule 211.

Core Principle 2; Core 

Principle 15; 

Commission 

Regulations 37.202, 

37.1500 and 37.1501

Section 1.3 Section 1.3 was revised to incorporate nonduplicative language from the Fitness Standards.Conforming Change; 

Core Principle 2; 

Commission 

Regulations 1.59, 1.63 

and 1.64

Section 2.1 Section 2.1 was revised to add reference to the 

requirements of Commission Regulation 

1.64(b)(3) and to remove language referencing 

proposed but never adopted Commission 

Regulations regarding public directors. 

Conforming Change; 

Commission 

Regulation 1.64

Sections 2.2 and 

2.3

These sections were revised to incorporate nonduplicative language from the Fitness Standards, 

and to remove obsolete language regarding 

directors’ terms of office.

Conforming Change; 

Commission 

Regulation 1.64

Sections 3.3 and 

3.4

These sections were revised to incorporate nonduplicative language from the Fitness Standards.Conforming Change; 

Commission 

Regulations 1.63 and 
Division of Market Oversight

Commodity Futures Trading Commission

March 24, 2020

Section/Rule Description of Revision

Reason and/or

Supporting Rule or 

Core

Principle

1.64

Section 4.3 Section 4.3 was revised to include procedures 

addressing the failure of a potential Interested 

Person failing to disclose a potential conflict of 

interest. 

Core Principle 12; 

Commission 

Regulations 37.1200 

and 1.69

Section 8.1 Section 8.1 was revised to incorporate nonduplicative language from the Fitness Standards.Conforming Change; 

Commission 

Regulation 1.63

Section 9.1 Section 9.1 was revised to remove language 

referencing proposed but never adopted 

Commission Regulations regarding public 

directors.

Conforming Change

Section 10 Section 10 was revised to remove language 

referencing proposed but never adopted 

Commission Regulations regarding public 

directors, to clarify that the Board may take 

relevant action if no Nomination Committee or 

Participation Committee has been established and 

to require the Regulatory Oversight Committee to 

monitor for conflicts of interest. 

Conforming Change; 

Core Principle 12; 

Commission 

Regulations 37.1200, 

1.64 and 1.69

Section 11 Section 11 was revised to remove language 

duplicative of internal IGDL policies set forth in the 

Compliance Manual and to adopt procedures to 

address instances when the Compliance Function 

is determined to be an Interested Person. 

Conforming Change; 

Core Principle 12; 

Core Principle 15; 

Commission 

Regulations 37.1200, 

37.1500, 37.1501 and 

1.69
Division of Market Oversight

Commodity Futures Trading Commission

March 24, 2020

Exhibit E

Amended Governance Policy

Clean Version
Governance Policy

The policies set out below will apply to ICAP Global Derivatives Limited (the “Company”). The Governance Policy is not intended 

to supersede or interpret any Applicable Law. It does not purport to be a comprehensive governance framework for the Company 

and should be read in conjunction with the Company’s Articles of Association and Company's Facility Rulebook (the "Facility 

Rulebook").

1 Glossary 

Defined terms unless otherwise defined in this Governance Policy have the meaning given to them in the Facility Rulebook.

Applicable Law means, with respect to any person, any statute, law, regulation, 

rule or ordinance of any Governmental Authority applicable to 

such person (as defined in the Facility Rulebook), including but not 

limited to MiFID II, the FCA Handbook, the Act and Commission 

Regulations

Articles of Association means the Company's Articles of Association

Board means the Company's board of directors

Chief Compliance Officer means the Company's Chief Compliance Officer 

Commission means the US Commodity Futures Trading Commission

Commission Regulations means any rule, regulation, order, directive and any interpretation 

thereof promulgated by the Commission, as amended

Emergency has the meaning ascribed to it in the Facility Rulebook

Facility means the venue provided by the Company for the execution of 

Contracts, as set out in the Facility Rulebook

FCA means the UK Financial Conduct Authority

Hearing Panel has the meaning set out in this Governance Policy

Nomination Committee has the meaning set out in this Governance Policy

Participation Committee has the meaning set out in this Governance Policy

Public Directors means any person who qualifies as a “public director” within the 

meaning set forth in the Commission Regulations

Public Panelist has the meaning set out in this Governance Policy

Respondent means any person who is charged with a Violation, as set out in 

the Facility Rulebook

Regulatory Oversight Committee has the meaning set out in this Governance Policy

Review Panel has the meaning set out in this Governance Policy

Trading Privilege Holders means an individual or entity with Trading Privileges on the Facility 

granted pursuant to Rule 201 of the Facility Rulebook (including an 

Intermediary), but does not include an Authorised Trader

1. OVERVIEW

The Board has the power by itself or through agents, and is authorised and empowered on behalf 

and in the name of the Company, to perform all acts and enter into other undertakings that it may 

in its discretion deem necessary or advisable in order to promote the sound and efficient operation 

of the Facility (except as otherwise required by Applicable Law), including, but not limited to, the 

following:

(a) ensuring that the Company complies with all statutory, regulatory and self-regulatory 

responsibilities under Applicable Law;

(b) reviewing, approving and monitoring major strategic, financial and business activities, the 

Company's budget and the Company's financial performance;
(c) evaluating risks and opportunities facing the Company and proposing options for 

addressing such issues; and

(d) overseeing and reviewing recommendations from the Company's committees, the Chief 

Compliance Officer and the CF10.

1.2 The Board, (or committee thereof or other delegated body) acting in accordance with the Articles 

of Association, may from time to time cause the Company to enter into such agreements with 

domestic or foreign self-regulatory associations, other associations, boards of trade and their 

respective regulators providing for the exchange of information and other forms of mutual 

assistance for financial surveillance, routine audits, market surveillance, investigative, enforcement 

and other regulatory purposes as the Board may consider necessary or appropriate or as 

Applicable Law may require.

1.3 Each director is expected to comply with all Applicable Law and Company policies, and promote 

compliance by the Company and all of its employees. The Board will discharge its responsibilities 

and exercise its authority in a manner, consistent with applicable legal and regulatory requirements 

that promotes the sound and efficient operation of the Company and its swap execution activities. 

The Board shall, to the extent consistent with such responsibilities and as long as the Company 

remains an indirect subsidiary of TP ICAP plc, operate within the restraints and delegated 

authorities set by the TP ICAP plc group. 

2. COMPOSITION

2.1 The Board will consist of no less than three, and up to twelve, directors appointed in accordance 

with the Articles of Association. The Board shall include a diversity of membership interests 

consistent with CFTC Regulation 1.64(b)(3). The Board may include such number of Public 

Directors as may be required by Applicable Law or as the Board or the Nomination Committee, if 

then established, may otherwise determine is appropriate. 

2.2 Any new or additional directors will be proposed by the Nomination Committee, if then established, 

or the Board, if the Nomination Committee is not then established, and must be approved by the 

Company’s existing directors or by a majority interest of the shareholders entitled to vote in order 

to assume office. 

2.3 Any director may be removed either for or without cause at any time by the affirmative vote of a 

majority of the directors, other than the director subject to removal, or by the affirmative vote of a 

majority interest of the shareholders entitled to vote, at the annual meeting or at a special meeting 

called for that purpose. Director appointments are automatically terminated as soon as:

(a) That person ceases to be a director by virtue of any provision of the UK Companies Act 

2006 or is prohibited from being a director by law;

(b) a bankruptcy order is made against that person;

(c) a composition is made with that person’s creditors generally in satisfaction of that person’s 

debts;

(d) a registered medical practitioner who is treating that person gives a written opinion to the 

Company stating that that person has become physically or mentally incapable of acting as 

a director and may remain so for more than three months;

(e) by reason of that person’s mental health, a court makes an order which wholly or partly 

prevents that person from personally exercising any powers or rights which that person 

would otherwise have;
(f) notification is received by the Company from the director that the director is resigning from 

office, and such resignation has taken effect in accordance with its terms;

(g) the controlling shareholder removes the director in accordance with the Company’s Articles 

of Association.

2.4 The identities of all directors will be published on the Company’s website and will be available to 

the public.

3. QUALIFICATIONS

3.1 In order to fulfil their responsibilities, directors (including any Public Directors) will be selected 

based on their experience, qualifications, attributes and skills and the understanding that their 

leadership will play an integral role in fulfilling the Company’s business objectives and legal 

obligations.

3.2 Each director shall be familiar with, and comply with, to the extent applicable, the provisions 

contained in the Facility Rulebook.

3.3 Each director, including each Public Director, shall be of sufficiently good repute and have 

sufficient expertise in the Facility’s scope or intended scope of financial services (including any 

ancillary services valuable for the Facility to fulfil its core mission). No director will (a) have a 

history of disciplinary offenses that would be disqualifying under Applicable law, including 

Commission Regulation § 1.63(c), (b) any felony conviction in the last 10 years, and (c) any 

grounds for refusal to register under Section 8a(2) of the Commodity Exchange Act. At least 

twenty percent (20%) of the directors must be persons who meet the criteria of Commission

Regulation § 1.64(b)(1).

3.4 In order to verify that each director is qualified to serve, the Company will require: (a) a written 

statement from each prospective director containing the following: (x) biographical information 

demonstrating the prospective director’s experience in the Company’s scope and intended scope 

of financial services (including ancillary services valuable for the Company to fulfil its core 

mission); and (y) representations that the prospective director has (i) no disciplinary offenses that 

would be disqualifying under Section 1.63(c) of the Commission Regulations, (ii) no felony 

conviction in the last 10 years and (iii) no grounds for refusal to register under Section 8a(2) of the 

Commodity Exchange Act; and (b) each director to inform the Company’s Chief Compliance 

Officer in writing if any of the information in the statement materially changes thereafter. Upon 

receipt of the written statement, the Company’s Chief Compliance Officer will conduct a search on 

NFA BASIC to determine whether there is anything contradictory to the prospective director’s 

statement, and will attempt to resolve any inconsistencies. The Chief Compliance Officer will 

report the results of this review to the shareholders and the Board prior to the election of the 

prospective director.

4. CONFLICTS OF INTEREST

4.1 Each director is required to act in the best interests of the Company and to refrain from any 

conduct that would be, or gives the appearance of being, a conflict of interest.

4.2 No director, member of any committee or oversight panel, or officer or other person authorised to 

exercise authority on behalf of the Company will knowingly participate in such body’s deliberations 

or voting, including in any inquiry, investigation or any disciplinary proceeding, suspension, 

Emergency or other executive action (each, an "Executive Proceeding") if such person has a 

conflict of interest between such person's position acting on behalf of the Company and such 

person's personal interests (each, an "Interested Person"), unless deliberations are permitted by 

section 4.6. Material conflicts of interest include, but are not limited to, instances where an 

Interested Person (A) is a named party in interest in an Executive Proceeding, (B) is an employer, 
employee or fellow employee of a named party in interest or potential named party in interest in an 

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

party in interest or potential named party in interest in an Executive Proceeding, excluding 

relationships limited to executing transactions opposite each other or to clearing transactions 

through the same clearing members, (D) has a family relationship with a named party in interest or 

potential named party in interest in an Executive Proceeding (each of (A) through (D) being a 

“Relationship Conflict of Interest”) or (E) has a direct and substantial financial interest in the 

result of the deliberations or vote of any Executive Proceeding based upon either Facility or nonFacility positions (a “Financial Conflict of Interest”). For purposes of this subparagraph, a "family 

relationship" exists between a named party in interest or potential named party in interest in an 

Executive Proceeding and a potential Interested Person if one person is the other's spouse 

(including a domestic partner or partner in a civil union), co-habitator, former spouse, parent, 

stepparent, child or other legal dependent, sibling, stepbrother, stepsister, grandparent, grandchild, 

uncle, aunt, nephew, niece or in-law.

4.3 Prior to the consideration of any matter or significant action that will be considered by the Board or 

a committee of the Board in an Executive Proceeding, each potential Interested Person must 

disclose the existence of any potential conflict of interest, including any potential Relationship 

Conflict of Interest and/or Financial Conflict of Interest, to the Chairman of the Board or the 

chairman of the relevant committee and may choose to abstain and recuse himself or herself from 

the deliberations and voting. The potential Interested Person is encouraged to consult with the 

Company’s Secretary and any necessary internal or external advisors in advance of the topic 

being discussed or voted upon. If a potential Interested Person fails to disclose the existence of 

any potential conflict of interest that he or she knows of, or reasonably should know of, such 

potential Interested Person will be deemed an Interested Person prohibited from participation in an 

Executive Proceeding by the Board or committee of the Board, as applicable. If the Board or 

committee of the Board, as applicable, discovers that such a potential Interested Person 

participated in an Executive Proceeding without having made the disclosure of a potential conflict 

of interest, the determination of such Executive Proceeding shall be null and void, unless, in the 

case of an Emergency action, the potential Interested Person makes the disclosures required 

pursuant to section 4.4 and the Board or committee thereof determines that such potential 

Interested Person would have been permitted to participate in the Executive Proceeding pursuant 

to section 4.5 or 4.6.

4.4 If disclosure of a potential conflict of interest is required pursuant to section 4.3, a potential 

Interested Person must disclose all information required under Applicable Law in relation to any 

conflict of interest, including: 

(a) In the case of any potential Relationship Conflict of Interest, such disclosure must include 

the specific type of Relationship Conflict of Interest based on the categories (A) through (D) 

in section 4.2; and/or

(b) In the case of any potential Financial Conflict of Interest, such disclosure must include the 

financial interest and related position information (including information regarding positions 

held by such person, positions held by individuals of such person’s family and positions 

held by a firm with which such person is affiliated) that is known to such person with respect 

to any particular month or months that are under consideration, and any other positions 

which the deliberating body reasonably expects could be affected by the significant action, 

including but not limited to:
(A) gross positions held in such person’s personal accounts or “controlled accounts,” as defined in 

Commission Regulation § 1.3(j);

(B) gross positions held in proprietary accounts, as defined in Commission Regulation § 1.17(b)(3), at 

such person’s affiliated firm; 

(C) gross positions held in accounts in which such person is a principal, as defined in Commission 

Regulation § 3.1(a); 

(D) net positions held in Customer accounts, as defined in Commission Regulation § 1.17(b)(2), at such 

person’s affiliated firm; and 

(E) any other types of positions, held in such person’s personal accounts or the proprietary accounts of 

such person’s affiliated firm, that the Company reasonably expects could be affected by the significant action. 

(C) Notwithstanding subsection (b), in the case of a potential Financial Conflict of Interest, no 

such disclosure is required by a potential Interested Person if such person chooses to 

abstain from deliberations and voting on the relevant Executive Proceeding.

4.5 If a potential Interested Person who discloses a potential material conflict of interest does not 

choose to abstain and recuse himself or herself from deliberations and voting in any Executive 

Proceeding, the directors, or committee or oversight panel, as applicable, will determine whether 

such person is an Interested Person prohibited from participation in the Executive Proceeding. 

Such determination will be made by a majority vote made in accordance with the procedures in the 

Articles of Association governing decision-making by directors and will be based upon a review of:

(a) the information provided by such potential Interested Person pursuant to section 4.4;

(b) any other source of information that is held by or reasonably available to the Company;

(c) in the case of a Financial Conflict of Interest, the most recent large trader reports and 

clearing records available to the Company; and

(d) any Applicable Law.

4.6 With respect to Financial Conflicts of Interest only, and save for where Applicable Law prohibits it, 

any person determined to be an Interested Person who would otherwise be required to abstain 

from deliberations and voting pursuant to this section, may participate in deliberations, but not in 

voting, if the Board, or committee or oversight panel, as applicable, determines by a majority vote 

(excluding all relevant Interested Persons) made in accordance with the procedures in the Articles 

of Association governing decision-making by directors that such participation would be consistent 

with the public interest after considering the following factors :

(a) whether such Interested Person's participation in the deliberations is necessary to achieve 

a quorum;

(b) whether the Interested Person has unique or special expertise, knowledge or experience in 

the matter being considered; and 

(c) the position information which is the basis for the Interested Person’s Financial Conflict of 

Interest.

4.7 All Public Directors will be prohibited from having “material relationships”, as defined from time to 

time in the Commission Regulations (a "Material Relationship") with the Company which 

reasonably could affect the independent judgment or decision-making of such director. Material 

Relationships are currently defined to include the following:
(a) the director, or an immediate family member of the director, may not be an officer or 

employee of the Company or its affiliate;

(b) the director, or an immediate family member of the director, may not be a Member (as 

defined in Section 1a(34) of the Commodity Exchange Act and any regulation promulgated 

thereunder) of the Company, or a director, officer or employee of a Company Member;

(c) the director, or an immediate family member of the director, may not be an officer of

another entity, which entity has a compensation committee (or similar body) on which any 

officer of the Company serves; and

(d) the director, or an immediate family member of the director, or an entity with which the 

director or such immediate family member is a partner, an officer, an employee or a 

director, may not receive more than $100,000 in combined annual payments for legal, 

accounting, or consulting services from the Company, any affiliate thereof, any Member of 

the Company or any affiliate of such Member.

4.8 Notwithstanding the foregoing, (a) compensation for services as a director of the Company or as a 

director of an affiliate of the Company shall not count toward the $100,000 threshold specified in 

clause (d) of the definition of Material Relationship, nor shall compensation for services rendered 

by such individual prior to becoming a director of the Company, so long as such compensation is 

or was in no way contingent, conditioned or revocable; and (b) a Public Director may also serve as 

a director of an affiliate of the Company if he or she otherwise meets the requirements set forth in 

clauses (a) through (d) of the definition of Material Relationship.

4.9 Each of the preceding disqualifying circumstances is subject to a one-year look back. Public 

Directors will have an affirmative duty to investigate from time to time, and promptly disclose, the 

existence and nature of any such Material Relationships to the Board. The Board must make such 

findings of any Material Relationship upon the nomination or appointment of the proposed Public 

Director and as often as necessary in light of all circumstances relevant to such director, but in no 

case less than annually.

5. RESIGNATION

Any director or member of a committee may resign at any time by written notice to the Chairman or 

Secretary; provided that each such person shall in good faith provide the Chairman or Secretary 

such prior notice as may be reasonably necessary for the Board to identify and appoint a qualified 

person to fill the resulting vacancy. Such resignation shall be made in writing, and, unless 

specifically contingent upon its acceptance, shall take effect at the date or as of the effective date 

specified therein, and if no time be specified, at the time of its receipt by the Chairman or 

Secretary. The acceptance of a resignation shall not be necessary to make it effective. To the 

extent that any vacancy results in the number of Public Directors falling below the number required 

by the Articles of Association or Applicable Law the Board shall act as expeditiously as reasonably 

practicable to appoint one or more Public Directors as may be required.

6. VACANCIES

If the office of any director, member of a committee or other officer becomes vacant by reason of 

death, resignation or for any other reason, a qualified individual will be appointed in accordance 

with the Articles of Association (without a proposal from the Nomination Committee), who shall 

hold office until his or her successor shall be duly chosen. Within 30 days after such an 

appointment, the Chief Compliance Officer shall submit to the Commission a list of the directors, 

the membership interests they represent and how the composition of the Board otherwise meets 

the requirements of Commission Regulation 1.64(b) and the Company’s implementing standards 

and procedures. 
7. COMPENSATION

Compensation awarded to any Public Directors and other nonexecutive directors shall not be 

linked to the Company’s business performance.

8. CERTIFICATION AND COMPLIANCE

8.1 Each director must be familiar with, and abide by, this Governance Policy. Each prospective 

director and director shall, before taking office, acknowledge his or her receipt and understanding 

of this Governance Policy, as well as upon any publication of a revised Governance Policy or 

amendment thereto. In addition, (a) upon request from the Company, the director shall certify that 

the qualification information he/she provided to the Company before being elected as a director 

has not changed materially, and (b) from time to time the director shall provide an updated 

statement of qualification information that reflects any material changes.

8.2 Directors are required to report suspected violations of the Governance Policy or of any Applicable 

Law, rule or regulation by any director to the Board, the Regulatory Oversight Committee or the 

Chief Compliance Officer (who will subsequently relay any such suspected violations to the Board 

or the Regulatory Oversight Committee, unless such reported violation is proven incorrect after a 

prompt initial review of its merits). The Board or the Regulatory Oversight Committee, as 

applicable, shall determine whether to conduct an investigation and what appropriate action should 

be taken. Directors may consult with the Company’s General Counsel if there is any doubt as to 

whether a particular transaction or course of conduct complies with or is subject to the Governance 

Policy.

8.3 A. 

9. PUBLIC DIRECTOR FINDINGS

9.1 To the extent the Board has any Public Directors, the Board shall make Public Director findings 

(including but not limited to determinations as to such Public Directors' Material Relationships) as 

often as necessary in light of all circumstances relevant to each Public Director, but in no case less 

than annually.

10. COMMITTEES

Nomination Committee

10.1 At such time as determined in the discretion of the directors (or at such other time as may 

otherwise be required by Applicable Law), the directors shall establish a Nomination Committee. 

The Nomination Committee shall be a standing committee of the Board. Each member of the 

Nomination Committee shall serve until the due appointment of his or her successor, or until his or 

her earlier resignation or removal, with or without cause, as a member of the Nomination 

Committee. A member of the Nomination Committee may serve for multiple terms. The Nomination 

Committee shall: (a) identify individuals qualified to serve as directors, consistent with criteria 

specified by the directors and any composition requirements that Applicable Law requires and (b) 

nominate individuals for designation as directors, whose appointment will be carried out in 

accordance with the Articles of Association. 

10.2 Any action that may be taken by the Nomination Committee may be taken by the Board if no 

Nomination Committee has been established.

Participation Committee

10.3 At such time as determined in the discretion of the directors (or at such other time as may 

otherwise be required by Applicable Law), the directors shall establish a Participation Committee. 
The Participation Committee shall be a standing committee of the Board. Each member of the 

Participation Committee shall serve until the due appointment of his or her successor, or until his 

or her earlier resignation or removal, with or without cause, as a member of the Participation 

Committee. A member of the Participation Committee may serve for multiple terms. 

10.4 The Participation Committee shall: (a) determine the standards and requirements for initial and 

continuing participation eligibility; (b) review appeals of staff denials of membership or participation 

applications; and (c) approve rules that would result in different categories or classes of 

Participants receiving disparate access to the services offered by the Company. The Participation 

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

requirements that the Participant Committee sets forth from time to time, and the Participation 

Committee shall not restrict access or impose burdens on access to the Facility in a discriminatory 

manner, within each category or class of Members or Participants or between similarly situated 

categories or classes of Members or Participants.

10.5 Any action that may be taken by the Participation Committee may be taken by the Board if no 

Participation Committee has been established.

Regulatory Oversight Committee

10.6 The Regulatory Oversight Committee shall be a standing committee of directors.

10.7 The Regulatory Oversight Committee shall be composed of those directors designated by the 

Board from time to time.

10.8 The Regulatory Oversight Committee members and Regulatory Oversight Committee Chairman 

shall be appointed by the Chairman of the Board, subject to the approval of the Board, at a 

meeting of the Board. Each appointee will serve until the due appointment of his or her successor 

or his or her resignation or removal as a member of the Regulatory Oversight Committee, with or 

without cause, by a majority vote of the Board. A member of the Regulatory Oversight Committee 

may serve for multiple terms.

10.9 Each member of the Regulatory Oversight Committee shall serve until the due appointment of his 

or her successor, or until his or her earlier resignation or removal, with or without cause, as a 

member of the Regulatory Oversight Committee or as a Public Director. A member of the 

Regulatory Oversight Committee may serve for multiple terms.

10.10 The Regulatory Oversight Committee shall meet at least four times each year and at such other 

times as it deems necessary to fulfil its responsibilities. The Regulatory Oversight Committee may 

meet in joint session with any other committee of the Board from time to time to discuss areas of 

common interest and significant matters.

10.11 The Regulatory Oversight Committee shall report regularly to the Board with respect to its activities 

and make recommendations to the Board it may deem necessary or advisable for the orderly 

conduct of its business. Minutes of its meetings shall be maintained on behalf of the Regulatory 

Oversight Committee and approved by the Regulatory Oversight Committee.

10.12 Unless the Board provides otherwise the Regulatory Oversight Committee can make, alter or 

repeal rules for the conduct of its business. In the absence of such rules, each meeting of the 

Regulatory Oversight Committee shall be called, notice of each such meeting be given or waived 

and the business of the Regulatory Oversight Committee conducted or its action taken as nearly 

as may be in the same manner as is provided in the Articles of Association with respect to the 

meetings or for conduct of business or the taking of actions by the Board.

10.13 The Regulatory Oversight Committee shall:
(a) monitor the Facility's self-regulatory program for sufficiency, effectiveness, and 

independence;

(b) oversee all facets of the Facility's self-regulatory program, including trade practice, market 

surveillance, audits, examinations and other regulatory responsibilities with respect to 

Participants, and the conduct of investigations;

(c) review the size and allocation of the Facility's regulatory budget and resources; and the 

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

(d) review the performance of the Chief Compliance Officer, and make recommendations with 

respect to such performance to the directors;

(e) review all regulatory proposals prior to implementation and advise the directors as to 

whether and how such changes may impact regulation;

(f) regularly monitor for conflicts of interest in accordance with Section 4 of this Governance 

Policy;

(g) recommend changes to the Facility's self-regulatory program that would ensure fair, 

vigorous, and effective regulation;

(h) prepare an annual report to the directors and the Commission assessing the self-regulatory 

program of the Facility and including a description of the program, the expenses of the 

program, the staffing and structure of the program, a catalogue of investigations and 

disciplinary actions taken during the year, and a review of the performance of the Review 

Panel, Hearing Panel, and Chief Compliance Officer; and

(i) perform such other duties as the directors may delegate to it from time to time. In addition, 

the Regulatory Oversight Committee may impose controls on the Facility to reduce the 

potential risk of market disruption, including but not limited to market restrictions that pause 

or halt trading in specified market conditions.

Disciplinary Panels

10.14 At such time as determined in the discretion of the Board (or at such other time as may otherwise 

be required by Applicable Law), the Board shall appoint a Review Panel, which shall consist of no 

less than five (5) panelists. In the discretion of the Board, the Review Panel may also include at 

least one person who would not be disqualified from serving as a Public Director under the 

Commission Regulations (the "Public Panelist"). Such Public Panelist shall serve as the chair of 

the Review Panel; provided, that to the extent that the Review Panel does not include a Public 

Panelist, then the chair of the Review Panel shall be appointed by the Board. No Participant shall 

be permitted to participate in deliberations or voting on any matter in which the Participant has a 

financial interest. 

10.15 The Review Panel shall have the power to direct that an investigation of any suspected Violation 

be conducted. In any case where the Review Panel concludes, by majority vote, that a Violation 

may have occurred, the relevant Participant shall be advised of that fact and the matter shall be 

referred to the Hearing Panel, pursuant to the procedures detailed in Chapter Five of the Facility 

Rulebook.

Hearing Panel

10.16 At such time as determined in the discretion of the Board (or at such other time as may otherwise 

be required by Applicable Law), the Board shall appoint a Hearing Panel, which shall consist of no 
less than five (5) panelists. In the discretion of the Board, the Hearing Panel may include at least 

one person who is a Public Panelist. Such Public Panelist shall serve as the chair of the Hearing 

Panel; provided, that to the extent that the Hearing Panel does not include a Public Panelist, then 

the chair of the Hearing Panel shall be appointed by the Board. 

10.17 No Participant shall be permitted to participate in deliberations or voting on any matter in which the 

Participant has a financial interest. Within ten (10) days of being notified of the appointment of a 

Hearing Panel, a Respondent (as defined in Chapter Five of the Facility Rulebook) may seek to 

disqualify any individual named to the Hearing Panel on account of a conflict of interest or other 

reasonable grounds, by serving written notice to the appropriate staff of the Company and 

providing a copy thereof to the chair of the Hearing Panel. By not filing a timely request for 

disqualification, the Respondent will be deemed to have waived any objection to the composition 

of the Hearing Panel. The appropriate staff of the Company will decide the merits of any request 

for disqualification within his or her sole discretion and such decision will not be subject to appeal. 

The Hearing Panel shall conduct the formal hearings on Violations referred to it by the Review 

Panel, pursuant to the procedures detailed in Chapter Five of the Facility Rulebook.

10.18 In designating the members of a Review Panel or Hearing Panel, the directors shall endeavour to 

appoint a panel that is not dominated or subject to disproportionate influence by any group or class 

of Participants. The Board shall consider the objection of any Participant who believes this 

objective is not satisfied, and the Board shall determine whether a change is necessary or 

advisable to meet this objective.

11. COMPLIANCE FUNCTION

11.1 The directors shall appoint and approve the Chief Compliance Officer of the Company, who shall 

be the Chief Compliance Officer of the Company. The Chief Compliance Officer shall not serve as 

general counsel of the Company, or as a member of the Company's legal department, and may 

not be disqualified from registration pursuant to sections 8a(2) or 8a(3) of the Act. The Board shall 

approve the compensation of the Chief Compliance Officer and shall meet with the Chief 

Compliance Officer at least annually (which meeting may occur in person or by telephone). The 

Chief Compliance Officer shall also meet with the Regulatory Oversight Committee at least 

quarterly. The appointment of the Chief Compliance Officer and the amount of the Chief 

Compliance Officer's compensation shall require the approval of a majority of the directors. In 

addition the Board will register with the FCA a Head of Compliance Oversight (CF10 -Controlled 

Function 10). Compliance with SEF Core Principles will be overseen by the Chief Compliance 

Officer appointed by the Board, Compliance with FCA Part IV obligations will be overseen by Head 

of Compliance Oversight. References in this documents and any other related document to the 

Compliance Function is intended to mean, for Commission related considerations, the Chief 

Compliance Officer and, for FCA Part IV related considerations, the CF10. To the extent any of the 

activities concern both the Commission and FCA, the Chief Compliance Officer and the CF10 will 

co-operate to ensure compliance with the respective regulations.

11.2 The Compliance Function shall have duties set forth in the Facility’s Compliance Manual.

11.3 Notwithstanding the Compliance Functions duties set forth in the Facility’s Compliance Manual, if 

the Compliance Function is determined to be an Interested Person pursuant to section 4 of this 

Governance Policy, the Board shall not consult with the Compliance Function on the relevant 

matter. In such an event, the Board shall consult with outside counsel or other third-party 

compliance consultant on the matter.

11.4 The Compliance Function shall have supervisory authority over all staff acting in furtherance of the 

Compliance Function’s obligations as determined by the relevant regulatory regime.
11.5 Removal of the Chief Compliance Officer shall require the approval of a majority of the directors. 

The directors shall immediately appoint an interim Chief Compliance Officer and shall appoint a 

permanent Chief Compliance Officer as soon as reasonably practicable thereafter. Where 

necessary, the Company shall make all notifications required under Applicable Law in relation to 

any such appointment and termination, including that the Company shall notify the Commission of 

within (2) business days of (i) the departure or removal of the Chief Compliance Officer and 

explain the reasons for the departure and (ii) the appointing of any new interim or permanent Chief 

Compliance Officer.

11.6 The Company shall notify the FCA immediately following the removal of the CF10. The Company

shall immediately appoint an interim CF10.

12. FINANCIAL RESOURCES

The Company must maintain adequate financial operational, and managerial resources to 

discharge each responsibility of the Company. The Company shall maintain financial resources as 

required by Applicable Law, including Commission Regulations 37.1300-1307.

ACTIVE 213869101v 2
Division of Market Oversight

Commodity Futures Trading Commission

March 24, 2020

Exhibit F

Marked Governance Policy (against current Governance Policy)
ANNEX 1

Governance Policy

The policies set out below will apply to ICAP Global Derivatives Limited (the “Company”). The Governance Policy is not intended

to supersede or interpret any Applicable Law. It does not purport to be a comprehensive governance framework for the Company

and should be read in conjunction with the Company’s Articles of Association and Company's Facility Rulebook (the "Facility

Rulebook").

1 Glossary

Defined terms unless otherwise defined in this Governance Policy have the meaning given to them in the Facility Rulebook.

Applicable Law means, with respect to any person, any statute, law, regulation,

rule or ordinance of any Governmental Authority applicable to

such person (as defined in the Facility Rulebook), including but not

limited to MiFID II, the FCA Handbook, the Act and Commission

Regulations

Articles of Association means the Company's Articles of Association

Board means the Company's board of directors

Chief Compliance Officer means the Company's Chief Compliance Officer

Commission means the US Commodity Futures Trading Commission

Commission Regulations means any rule, regulation, order, directive and any interpretation

thereof promulgated by the Commission, as amended

Emergency has the meaning ascribed to it in the Facility Rulebook

Facility means the venue provided by the Company for the execution of

Contracts, as set out in the Facility Rulebook

FCA means the UK Financial Conduct Authority

Hearing Panel has the meaning set out in this Governance Policy

Nomination Committee has the meaning set out in this Governance Policy

Participation Committee has the meaning set out in this Governance Policy

Public Directors means any person who qualifies as a “public director” within the

meaning set forth in the Commission Regulations

Public Panelist has the meaning set out in this Governance Policy

Respondent means any person who is charged with a Violation, as set out in

the Facility Rulebook

Regulatory Oversight Committee has the meaning set out in this Governance Policy

Review Panel has the meaning set out in this Governance Policy

Trading Privilege Holders means an individual or entity with Trading Privileges on the Facility

granted pursuant to Rule 201 of the Facility Rulebook (including an

Intermediary), but does not include an Authorised Trader

1. OVERVIEW

The Board has the power by itself or through agents, and is authorised and empowered on behalf

and in the name of the Company, to perform all acts and enter into other undertakings that it may

in its discretion deem necessary or advisable in order to promote the sound and efficient operation

of the Facility (except such as otherwise required by Applicable Law), including, but not limited to,

the following:

(a) ensuring that the Company complies with all statutory, regulatory and self-regulatory

responsibilities under Applicable Law;
(b) reviewing, approving and monitoring major strategic, financial and business activities, the

Company's budget and the Company's financial performance;

(c) evaluating risks and opportunities facing the Company and proposing options for

addressing such issues; and

(d) overseeing and reviewing recommendations from the Company's committees and, the

Chief Compliance Officer; and the CF10.

(e) having the sole power to set the payment dates and amounts of any dues, assessments or fees

to be levied on Trading Privilege Holders.

1.2 The Board, (or committee thereof or other delegated body) acting in accordance with the Articles

of Association, may from time to time cause the Company to enter into such agreements with

domestic or foreign self-regulatory associations, other associations, boards of trade and their

respective regulators providing for the exchange of information and other forms of mutual

assistance for financial surveillance, routine audits, market surveillance, investigative, enforcement

and other regulatory purposes as the Board may consider necessary or appropriate or as

Applicable Law may require.

1.3 Each director is expected to comply with all Applicable Law and Company policies, and promote

compliance by the Company and all of its employees. The Board will discharge its responsibilities

and exercise its authority in a manner, consistent with applicable legal and regulatory

requirements that promotes the sound and efficient operation of the Company and its swap

execution activities. The Board shall, to the extent consistent with such responsibilities and as long

as the Company remains an indirect subsidiary of TP ICAP plc, operate within the restraints and

delegated authorities set by the TP ICAP plc group.

2. COMPOSITION

2.1 The Board will consist of no less than three, and up to twelve, directors appointed in accordance

with the Articles of Association. At such time as determined in the discretion of the Board (or at

and for such other time as may otherwise The Board shall include a diversity of membership

interests consistent with CFTC Regulation 1.64(b)(3). The Board may include such number of

Public Directors as may be required by Applicable Law), at least thirty-five (35%) percent, but no

less than two, of the directors will be Public Directors. This paragraph shall take effect from the

date that the Company receives approval from the Commission as being registered as a SEF.or as

the Board or the Nomination Committee, if then established, may otherwise determine is

appropriate.

2.2 Any new or additional directors will be proposed by the Nomination Committee, if then established,

or the Board, if the Nomination Committee is not then established, and must be approved by the

Company’s existing directors or by a majority interest of the shareholders entitled to vote in order

to assume office.

2.3 Any director may be removed either for or without cause at any time by the affirmative vote of a

majority of the directors, other than the director subject to removal, or by the affirmative vote of a

majority interest of the shareholders entitled to vote, at the annual meeting or at a special meeting

called for that purpose. Director appointments are automatically terminated as soon as:

(a) That person ceases to be a director by virtue of any provision of the UK Companies Act

2006 or is prohibited from being a director by law;

(b) a bankruptcy order is made against that person;
(c) a composition is made with that person’s creditors generally in satisfaction of that person’s

debts;

(d) a registered medical practitioner who is treating that person gives a written opinion to the

Company stating that that person has become physically or mentally incapable of acting as

a director and may remain so for more than three months;

(e) by reason of that person’s mental health, a court makes an order which wholly or partly

prevents that person from personally exercising any powers or rights which that person

would otherwise have;

(f) notification is received by the Company from the director that the director is resigning from

office, and such resignation has taken effect in accordance with its terms;

(g) the controlling shareholder removes the director in accordance with the Company’s Articles

of Association.

2.4 2.2 The identities of all directors will be published on the Company’s website and will be available

to the public.

3. QUALIFICATIONS

3.1 In order to fulfil their responsibilities, directors (including any Public Directors) will be selected

based on their experience, qualifications, attributes and skills and the understanding that their

leadership will play an integral role in fulfilling the Company’s business objectives and legal

obligations.

3.2 Each director shall be familiar with, and comply with, to the extent applicable, the provisions

contained in the Company's Facility Rulebook.

3.3 Each director, including each Public Director, shall be of sufficiently good repute and have

sufficient expertise in the Facility’s scope or intended scope of financial services (including any

ancillary services valuable for the Facility to fulfil its core mission). No director will (a) have a

history of disciplinary offenses that would be disqualifying under Applicable law, including

Commission Regulation § 1.63(c), (b) any felony conviction in the last 10 years, and (c) any

grounds for refusal to register under Section 8a(2) of the Commodity Exchange Act. At least

twenty percent (20%) of the Directorsdirectors must be persons who meet the criteria of

Commission Regulation § 1.64(b)(1).

3.4 In order to verify that each director is qualified to serve, the Company will require: (a) a written

statement from each prospective director containing the following: (x) biographical information

demonstrating the prospective director’s experience in the Company’s scope and intended scope

of financial services (including ancillary services valuable for the Company to fulfil its core

mission); and (y) representations that the prospective director has (i) no disciplinary offenses that

would be disqualifying under Section 1.63(c) of the Commission Regulations, (ii) no felony

conviction in the last 10 years and (iii) no grounds for refusal to register under Section 8a(2) of the

Commodity Exchange Act; and (b) each director to inform the Company’s Chief Compliance

Officer in writing if any of the information in the statement materially changes thereafter. Upon

receipt of the written statement, the Company’s Chief Compliance Officer will conduct a search on

NFA BASIC to determine whether there is anything contradictory to the prospective director’s

statement, and will attempt to resolve any inconsistencies. The Chief Compliance Officer will

report the results of this review to the shareholders and the Board prior to the election of the

prospective director.
4. CONFLICTS OF INTEREST

4.1 Each director is required to act in the best interests of the Company and to refrain from any

conduct that would be, or gives the appearance of being, a conflict of interest.

4.2 No director, member of any committee or oversight panel, or officer or other person authorised to

exercise authority on behalf of the Company will knowingly participate in such body’s deliberations

or voting, including in any inquiry, investigation or any disciplinary proceeding, suspension,

Emergency or other executive action (each, an "Executive Proceeding") if such person has a

conflict of interest between such person's position acting on behalf of the Company and such

person's personal interests (each, an "Interested Person"), unless deliberations are permitted by

section 4.6. Material conflicts of interest include, but are not limited to, instances where an

Interested Person (A) is a named party in interest in an Executive Proceeding, (B) is an employer,

employee or fellow employee of a named party in interest or potential named party in interest in an

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

party in interest or potential named party in interest in an Executive Proceeding, excluding

relationships limited to executing transactions opposite each other or to clearing transactions

through the same clearing members, (D) has a family relationship with a named party in interest or

potential named party in interest in an Executive Proceeding (each of (A) through (D) being a

“Relationship Conflict of Interest”) or (E) has a direct and substantial financial interest in the

result of the deliberations or vote of any Executive Proceeding based upon either Facility or nonFacility positions (a “Financial Conflict of Interest”). For purposes of this subparagraph, a "family

relationship" exists between a named party in interest or potential named party in interest in an

Executive Proceeding and a potential Interested Person if one person is the other's spouse

(including a domestic partner or partner in a civil union), co-habitator, former spouse, parent,

stepparent, child or other legal dependent, sibling, stepbrother, stepsister, grandparent,

grandchild, uncle, aunt, nephew, niece or in-law.

4.3 Prior to the consideration of any matter or significant action that will be considered by the Board or

a committee of the Board in an Executive Proceeding, each potential Interested Person must

disclose the existence of any potential conflict of interest, including any potential Relationship

Conflict of Interest and/or Financial Conflict of Interest, to the Chairman of the Board or the

chairman of the relevant committee and may choose to abstain and recuse himself or herself from

the deliberations and voting. The potential Interested Person is encouraged to consult with the

Company’s Secretary and any necessary internal or external advisors in advance of the topic

being discussed or voted upon. If a potential Interested Person fails to disclose the existence of

any potential conflict of interest that he or she knows of, or reasonably should know of, such

potential Interested Person will be deemed an Interested Person prohibited from participation in an

Executive Proceeding by the Board or committee of the Board, as applicable. If the Board or

committee of the Board, as applicable, discovers that such a potential Interested Person

participated in an Executive Proceeding without having made the disclosure of a potential conflict

of interest, the determination of such Executive Proceeding shall be null and void, unless, in the

case of an Emergency action, the potential Interested Person makes the disclosures required

pursuant to section 4.4 and the Board or committee thereof determines that such potential

Interested Person would have been permitted to participate in the Executive Proceeding pursuant

to section 4.5 or 4.6.

4.4 If disclosure of a potential conflict of interest is required pursuant to section 4.3, a potential

Interested Person must disclose all information required under Applicable Law in relation to any

conflict of interest, including:

(a) In the case of any potential Relationship Conflict of Interest, such disclosure must include

the specific type of Relationship Conflict of Interest based on the categories (A) through (D)

in section 4.2; and/or
(b) In the case of any potential Financial Conflict of Interest, such disclosure must include the

financial interest and related position information (including information regarding positions

held by such person, positions held by individuals of such person’s family and positions

held by a firm with which such person is affiliated) that is known to such person with respect

to any particular month or months that are under consideration, and any other positions

which the deliberating body reasonably expects could be affected by the significant action,

including but not limited to:

(A) gross positions held in such person’s personal accounts or “controlled accounts,” as defined in

Commission Regulation § 1.3(j);

(B) gross positions held in proprietary accounts, as defined in Commission Regulation § 1.17(b)(3), at

such person’s affiliated firm;

(C) gross positions held in accounts in which such person is a principal, as defined in Commission

Regulation § 3.1(a);

(D) net positions held in Customer accounts, as defined in Commission Regulation § 1.17(b)(2), at such

person’s affiliated firm; and

(E) any other types of positions, held in such person’s personal accounts or the proprietary accounts of

such person’s affiliated firm, that the Company reasonably expects could be affected by the significant action.

(C) Notwithstanding subsection (b), in the case of a potential Financial Conflict of Interest, no

such disclosure is required by a potential Interested Person if such person chooses to

abstain from deliberations and voting on the relevant Executive Proceeding.

4.5 If a potential Interested Person who discloses a potential material conflict of interest does not

choose to abstain and recuse himself or herself from deliberations and voting in any Executive

Proceeding, the directors, or committee or oversight panel, as applicable, will determine whether

such person is an Interested Person prohibited from participation in the Executive Proceeding.

Such determination will be made by a majority vote made in accordance with the procedures in the

Articles of Association governing decision-making by directors and will be based upon a review of:

(a) the information provided by such potential Interested Person pursuant to section 4.4;

(b) any other source of information that is held by or reasonably available to the Company;

(c) in the case of a Financial Conflict of Interest, the most recent large trader reports and

clearing records available to the Company; and

(d) any Applicable Law.

4.6 With respect to Financial Conflicts of Interest only, and save for where Applicable Law prohibits it,

any person determined to be an Interested Person who would otherwise be required to abstain

from deliberations and voting pursuant to this section, may participate in deliberations, but not in

voting, if the Board, or committee or oversight panel, as applicable, determines by a majority vote

(excluding all relevant Interested Persons) made in accordance with the procedures in the Articles

of Association governing decision-making by directors that such participation would be consistent

with the public interest after considering the following factors :

(a) whether such Interested Person's participation in the deliberations is necessary to achieve

a quorum;

(b) whether the Interested Person has unique or special expertise, knowledge or experience in

the matter being considered; and
(c) the position information which is the basis for the Interested Person’s Financial Conflict of

Interest.

4.7 All Public Directors will be prohibited from having “material relationships”, as defined from time to

time in the Commission Regulations (a "Material Relationship") with the Company which

reasonably could affect the independent judgment or decision-making of such director. Material

Relationships are currently defined to include the following:

(a) the director, or an immediate family member of the director, may not be an officer or

employee of the Company or its affiliate;

(b) the director, or an immediate family member of the director, may not be a Member (as

defined in Section 1a(34) of the Commodity Exchange Act and any regulation promulgated

thereunder) of the Company, or a director, officer or employee of a Company Member;

(c) the director, or an immediate family member of the director, may not be an officer of

another entity, which entity has a compensation committee (or similar body) on which any

officer of the Company serves; and

(d) the director, or an immediate family member of the director, or an entity with which the

director or such immediate family member is a partner, an officer, an employee or a

director, may not receive more than $100,000 in combined annual payments for legal,

accounting, or consulting services from the Company, any affiliate thereof, any Member of

the Company or any affiliate of such Member.

4.8 Notwithstanding the foregoing, (a) compensation for services as a director of the Company or as a

director of an affiliate of the Company shall not count toward the $100,000 threshold specified in

clause (d) of the definition of Material Relationship, nor shall compensation for services rendered

by such individual prior to becoming a director of the Company, so long as such compensation is

or was in no way contingent, conditioned or revocable; and (b) a Public Director may also serve as

a director of an affiliate of the Company if he or she otherwise meets the requirements set forth in

clauses (a) through (d) of the definition of Material Relationship.

4.9 Each of the preceding disqualifying circumstances is subject to a one-year look back. Public

Directors will have an affirmative duty to investigate from time to time, and promptly disclose, the

existence and nature of any such Material Relationships to the Board. The Board must make such

findings of any material relationshipMaterial Relationship upon the nomination or appointment of

the proposed Public Director and as often as necessary in light of all circumstances relevant to

such director, but in no case less than annually.

5. RESIGNATION

Any director or member of a committee may resign at any time by written notice to the Chairman

or Secretary; provided that each such person shall in good faith provide the Chairman or Secretary

such prior notice as may be reasonably necessary for the Board to identify and appoint a qualified

person to fill the resulting vacancy. Such resignation shall be made in writing, and, unless

specifically contingent upon its acceptance, shall take effect at the date or as of the effective date

specified therein, and if no time be specified, at the time of its receipt by the Chairman or

Secretary. The acceptance of a resignation shall not be necessary to make it effective. To the

extent that any vacancy results in the number of Public Directors falling below the number required

by the Articles of Association or Applicable Law the Board shall act as expeditiously as reasonably

practicable to appoint one or more Public Directors as may be required.
6. VACANCIES

If the office of any director, member of a committee or other officer becomes vacant by reason of

death, resignation or for any other reason, a qualified individual will be appointed in accordance

with the Articles of Association (without a proposal from the Nomination Committee), who shall

hold office for the unexpired term and until his or her successor shall be duly chosen. Within 30

days after such an appointment, the Chief Compliance Officer shall submit to the Commission a

list of the Directorsdirectors, the membership interests they represent and how the composition of

the Board of Directors otherwise meets the requirements of Commission Regulation 1.64(b) and

the Company’s implementing standards and procedures.

7. COMPENSATION

Compensation awarded to any Public Directors and other nonexecutive directors shall not be

linked to the Company’s business performance.

8. CERTIFICATION AND COMPLIANCE

8.1 Each director must be familiar with, and abide by, this Governance Policy. Each prospective

director and director shall, before taking office, acknowledge his or her receipt and understanding

of this Governance Policy, as well as upon any publication of a revised Governance Policy or

amendment thereto. In addition, (ia) upon request from the Company, the director shall certify that

the qualification information he/she provided to the Company before being elected as a director

has not changed materially, and (iib) from time to time the director shall provide an updated

statement of qualification information that reflects any material changes.

8.2 Directors are required to report suspected violations of the Governance Policy or of any Applicable

Law, rule or regulation by any director to the Board, the Regulatory Oversight Committee or the

Chief Compliance Officer (who will subsequently relay any such suspected violations to the Board

or the Regulatory Oversight Committee, unless such reported violation is proven incorrect after a

prompt initial review of its merits). The Board or the Regulatory Oversight Committee, as

applicable, shall determine whether to conduct an investigation and what appropriate action

should be taken. Directors may consult with the Company’s General Counsel if there is any doubt

as to whether a particular transaction or course of conduct complies with or is subject to the

Governance Policy.

8.3 A.

9. SELF-REVIEWPUBLIC DIRECTOR FINDINGS

9.1 The Board shall review its performance and that of its individual directors on an annual basis. The

Board, or a committee delegated such responsibility, shall establish criteria for the Board’s

evaluation, shall conduct the evaluation in accordance with such criteria, and shall make

recommendations to improve deficiencies.

9.1 9.2 TheTo the extent the Board has any Public Directors, the Board shall make Public Director

findings (including but not limited to determinations as to such Public Directors' Material

Relationships) as often as necessary in light of all circumstances relevant to each Public Director,

but in no case less than annually.

10. COMMITTEES

Nomination Committee

10.1 At such time as determined in the discretion of the directors (or at such other time as may

otherwise be required by Applicable Law), the directors shall establish a Nomination Committee.
The Nomination Committee shall be a Standing Committeestanding committee of the Board, and

shall be composed of at least fifty-one percent (51%) Public Directors. Each member of the

Nomination Committee shall serve until the due appointment of his or her successor, or until his or

her earlier resignation or removal, with or without cause, as a member of the Nomination

Committee or as a Public Director, as applicable. A member of the Nomination Committee may

serve for multiple terms. The chair of the Nomination Committee shall be a Public Director. The

Nomination Committee shall: (ia) identify individuals qualified to serve as directors, consistent with

criteria specified by the directors and any composition requirements that Applicable Law requires

and (iib) nominate individuals for designation as directors, whose appointment will be carried out in

accordance with the Articles of Association.

10.2 Any action that may be taken by the Nomination Committee may be taken by the Board if no

Nomination Committee has been established.

Participation Committee

10.3 10.2 At such time as determined in the discretion of the directors (or at such other time as may

otherwise be required by Applicable Law), the directors shall establish a Participation Committee.

The Participation Committee shall be a Standing Committeestanding committee of the Board, and

shall be composed of at least thirty-five percent (35%) Public Directors. Each member of the

Participation Committee shall serve until the due appointment of his or her successor, or until his

or her earlier resignation or removal, with or without cause, as a member of the Participation

Committee or as a Public Director, as applicable. A member of the Participation Committee may

serve for multiple terms.

10.4 10.3 The Participation Committee shall: (ia) determine the standards and requirements for initial

and continuing participation eligibility; (iib) review appeals of staff denials of membership or

participation applications; and (iiic) approve rules that would result in different categories or

classes of Participants receiving disparate access to the services offered by the Company. The

Participation Committee shall not uphold any staff denial if the relevant application meets the

standards and requirements that the Participant Committee sets forth from time to time, and the

Participation Committee shall not restrict access or impose burdens on access to the Facility in a

discriminatory manner, within each category or class of Members or Participants or between

similarly situated categories or classes of Members or Participants.

10.5 Any action that may be taken by the Participation Committee may be taken by the Board if no

Participation Committee has been established.

Regulatory Oversight Committee

10.6 10.4 The Regulatory Oversight Committee shall be a Standing Committeestanding committee of

directors.

10.7 10.5 The Regulatory Oversight Committee shall be composed of those directors designated by the

Board from time to time; provided, however, that at such time as is determined in the discretion of

the Board (or at and for such other times as may be required by Applicable Law) the Regulatory

Oversight Committee shall consist of only Public Directors.

10.8 10.6 The Regulatory Oversight Committee members and Regulatory Oversight Committee

Chairman shall be appointed by the Chairman of the Board, subject to the approval of the Board,

at a meeting of the Board. Each appointee will serve until the due appointment of his or her

successor or his or her resignation or removal as a member of the Regulatory Oversight

Committee or as a Public Director, with or without cause, by a majority vote of the Board. A

member of the Regulatory Oversight Committee may serve for multiple terms.
10.9 10.7 Each member of the Regulatory Oversight Committee shall serve until the due appointment of

his or her successor, or until his or her earlier resignation or removal, with or without cause, as a

member of the Regulatory Oversight Committee or as a Public Director. A member of the

Regulatory Oversight Committee may serve for multiple terms.

10.10 10.8 The Regulatory Oversight Committee shall meet at least four times each year and at such

other times as it deems necessary to fulfil its responsibilities. The Regulatory Oversight Committee

may meet in joint session with any other committee of the Board from time to time to discuss areas

of common interest and significant matters.

10.11 10.9 The Regulatory Oversight Committee shall report regularly to the Board with respect to its

activities and make recommendations to the Board it may deem necessary or advisable for the

orderly conduct of its business. Minutes of its meetings shall be maintained on behalf of the

Regulatory Oversight Committee and approved by the Regulatory Oversight Committee.

10.12 10.10 Unless the Board provides otherwise the Regulatory Oversight Committee can make, alter or

repeal rules for the conduct of its business. In the absence of such rules, each meeting of the

Regulatory Oversight Committee shall be called, notice of each such meeting be given or waived

and the business of the Regulatory Oversight Committee conducted or its action taken as nearly

as may be in the same manner as is provided in the Articles of Association with respect to the

meetings or for conduct of business or the taking of actions by the Board.

10.13 10.11 The Regulatory Oversight Committee shall:

(a) monitor the Facility's self-regulatory program for sufficiency, effectiveness, and

independence;

(b) oversee all facets of the Facility's self-regulatory program, including trade practice, market

surveillance, audits, examinations and other regulatory responsibilities with respect to

Participants, and the conduct of investigations;

(c) review the size and allocation of the Facility's regulatory budget and resources; and the

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

(d) review the performance of the Chief Compliance Officer, and make recommendations with

respect to such performance to the directors;

(e) review all regulatory proposals prior to implementation and advise the directors as to

whether and how such changes may impact regulation;

(f) regularly monitor for conflicts of interest in accordance with Section 4 of this Governance

Policy;

(g) (f) recommend changes to the Facility's self-regulatory program that would ensure fair,

vigorous, and effective regulation;

(h) (g) prepare an annual report to the directors and the Commission assessing the selfregulatory program of the Facility and including a description of the program, the expenses

of the program, the staffing and structure of the program, a catalogue of investigations and

disciplinary actions taken during the year, and a review of the performance of the Review

Panel, Hearing Panel, and Chief Compliance Officer; and

(i) (h) perform such other duties as the directors may delegate to it from time to time. In

addition, the Regulatory Oversight Committee may impose controls on the Facility to
reduce the potential risk of market disruption, including but not limited to market restrictions

that pause or halt trading in specified market conditions.

Disciplinary Panels

10.14 10.12 At such time as determined in the discretion of the Board (or at such other time as may

otherwise be required by Applicable Law), the Board shall appoint a Review Panel, which shall

consist of no less than five (5) panelists. In the discretion of the Board or if required by Applicable

Law, the Review Panel shallmay also include at least one person who would not be disqualified

from serving as a Public Director under the Commission Regulations (the "Public Panelist"). Such

Public Panelist shall serve as the chair of the Review Panel; provided, that to the extent that the

Review Panel isdoes not then required to include a Public Panelist, then the chair of the Review

Panel shall be appointed by the Board. No Participant shall be permitted to participate in

deliberations or voting on any matter in which the Participant has a financial interest.

10.15 10.13 The Review Panel shall have the power to direct that an investigation of any suspected

Violation be conducted. In any case where the Review Panel concludes, by majority vote, that a

Violation may have occurred, the relevant Participant shall be advised of that fact and the matter

shall be referred to the Hearing Panel, pursuant to the procedures detailed in Chapter Five of the

Company's Facility Rulebook.

Hearing Panel

10.16 10.14 At such time as determined in the discretion of the Board (or at such other time as may

otherwise be required by Applicable Law), the Board shall appoint a Hearing Panel, which shall

consist of no less than five (5) panelists. In the discretion of the Board or if required by Applicable

Law, the Hearing Panel shallmay include at least one person who is a Public Panelist. Such Public

Panelist shall serve as the chair of the Hearing Panel; provided, that to the extent that the Hearing

Panel isdoes not then required to include a Public Panelist, then the chair of the Hearing Panel

shall be appointed by the Board.

10.17 10.15 No Participant shall be permitted to participate in deliberations or voting on any matter in

which the Participant has a financial interest. Within ten (10) days of being notified of the

appointment of a Hearing Panel, a Respondent (as defined in Chapter Five of the Company's

Facility Rulebook) may seek to disqualify any individual named to the Hearing Panel on account of

a conflict of interest or other reasonable grounds, by serving written notice to the appropriate staff

of the Company and providing a copy thereof to the chair of the Hearing Panel. By not filing a

timely request for disqualification, the Respondent will be deemed to have waived any objection to

the composition of the Hearing Panel. The appropriate staff of the Company will decide the merits

of any request for disqualification within his or her sole discretion and such decision will not be

subject to appeal. The Hearing Panel shall conduct the formal hearings on Violations referred to it

by the Review Panel, pursuant to the procedures detailed in Chapter Five of the Company's

Facility Rulebook.

10.18 10.16 In designating the members of a Review Panel or Hearing Panel, the directors shall

endeavour to appoint a panel that is not dominated or subject to disproportionate influence by any

group or class of Participants. The Board shall consider the objection of any Participant who

believes this objective is not satisfied, and the Board shall determine whether a change is

necessary or advisable to meet this objective.

11. COMPLIANCE FUNCTION

11.1 The directors shall appoint and approve the Chief Compliance Officer of the Company, who shall

be the Chief Compliance Officer of the Company. The Chief Compliance Officer shall not serve as
general counsel of the Company, or as a member of the Company's legal department, and may

not be disqualified from registration pursuant to sections 8a(2) or 8a(3) of the Act. The Board shall

approve the compensation of the Chief Compliance Officer and shall meet with the Chief

Compliance Officer at least annually (which meeting may occur in person or by telephone). The

Chief Compliance Officer shall also meet with the Regulatory Oversight Committee at least

quarterly. The appointment of the Chief Compliance Officer and the amount of the Chief

Compliance Officer's compensation shall require the approval of a majority of the directors. In

addition the Board will register with the FCA a Head of Compliance Oversight (CF10 -Controlled

Function 10). Compliance with SEF Core Principles will be overseen by the Chief Compliance

Officer appointed by the Board, Compliance with FCA Part IV obligations will be overseen by Head

of Compliance Oversight. References in this documents and any other related document to the

Compliance Function is intended to mean, for Commission related considerations, the CCOChief

Compliance Officer and, for FCA Part IV related considerations, the CF10. To the extent any of the

activities concern both the Commission and FCA, the CCOChief Compliance Officer and the CF10

will co-operate to ensure compliance with the respective regulations.

11.2 The Compliance Function shall have the following duties, which list shall not be deemed

exhaustive:duties set forth in the Facility’s Compliance Manual.

11.3 Notwithstanding the Compliance Functions duties set forth in the Facility’s Compliance Manual, if

the Compliance Function is determined to be an Interested Person pursuant to section 4 of this

Governance Policy, the Board shall not consult with the Compliance Function on the relevant

matter. In such an event, the Board shall consult with outside counsel or other third-party

compliance consultant on the matter.

(a) oversee and review the Facility's compliance with section 5h of the Act and any related rules

adopted by the Commission;

(b) oversee and review compliance with the FCA Handbook and all requirements of a Part IV

authorised firm;

(c) oversee and review compliance with the rules and regulations of any other regulatory body to

which the Facility and/or the Company is subject;

(d) in consultation with the Board, resolve any conflicts of interest that may arise;

(e) establish and administer written policies and procedures reasonably designed to prevent

violation of Applicable Law;

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

Function through a compliance office review, look-back, internal or external audit finding,

self-reported error, or validated complaint;

(g) establish and follow appropriate procedures for handling, management response, remediation,

retesting, and closing of noncompliance issues;

(h) establish a compliance manual designed to promote compliance with Applicable Law and

administer a written code of ethics designed to prevent ethical violations and to promote

honesty and ethical conduct;

(i) 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 (including ensuring compliance with, if
applicable, financial integrity, financial reporting, sales practice, recordkeeping, and other

requirements);

(j) supervise the effectiveness and sufficiency of any regulatory services provided to the Company

by the NFA or any other registered futures association or other registered entity; and

(k) prepare and file any the annual compliance reports required by Commission Regulation

37.1500(d) as well as any other compliance reports that are required by Applicable Law.

The Chief Compliance Officer shall also prepare and file any reports required by Section 6

after the appointment of a new Director.

11.4 11.3 The Compliance Function shall have supervisory authority over all staff acting in furtherance

of the Compliance Function’s obligations as determined by the relevant regulatory regime.

11.5 11.4 Removal of the Chief Compliance Officer shall require the approval of a majority of the

directors. The directors shall immediately appoint an interim Chief Compliance Officer and shall

appoint a permanent Chief Compliance Officer as soon as reasonably practicable thereafter.

Where necessary, the Company shall make all notifications required under Applicable Law in

relation to any such appointment and termination, including that the Company shall notify the

Commission of within (2) business days of (i) the departure or removal of the Chief Compliance

Officer and explain the reasons for the departure and (ii) the appointing of any new interim or

permanent Chief Compliance Officer.

11.6 11.5 The Company shall notify the FCA immediately following the removal of the CF10. The

BoardCompany shall immediately appoint an interim CF10.

12. FINANCIAL RESOURCES

The Company must maintain adequate financial operational, and managerial resources to

discharge each responsibility of the Company. The Company shall maintain financial resources as

required by Applicable Law, including Commission Regulations 37.1300-1307.

ACTIVE 213869101v.2
Division of Market Oversight

Commodity Futures Trading Commission

March 24, 2020

Exhibit G

Marked Governance Policy (against Current Fitness Standards)
EXHIBIT CGovernance Policy

FITNESS STANDARDS

The fitness standards set forth herein are the Applicant’s (the “Company”) Board of Directors Corporate Governance

Principles (the “Governance Principles”). The Governance Principles have been adopted by the Board of Directors

(the “Board”) to assist the Board in the exercise of its responsibilities. The Governance Principles are not intended to

supersede or interpret any applicable Federal or state law or regulation or the Company’s Certificate of Formation or

Operating Agreement.

The policies set out below will apply to ICAP Global Derivatives Limited (the “Company”). The Governance Policy is not intended

to supersede or interpret any Applicable Law. It does not purport to be a comprehensive governance framework for the Company

and should be read in conjunction with the Company’s Articles of Association and Company's Facility Rulebook (the "Facility

Rulebook").

1 Glossary

Defined terms unless otherwise defined in this Governance Policy have the meaning given to them in the Facility Rulebook.

Applicable Law means, with respect to any person, any statute, law, regulation,

rule or ordinance of any Governmental Authority applicable to

such person (as defined in the Facility Rulebook), including but not

limited to MiFID II, the FCA Handbook, the Act and Commission

Regulations

Articles of Association means the Company's Articles of Association

Board means the Company's board of directors

Chief Compliance Officer means the Company's Chief Compliance Officer

Commission means the US Commodity Futures Trading Commission

Commission Regulations means any rule, regulation, order, directive and any interpretation

thereof promulgated by the Commission, as amended

Emergency has the meaning ascribed to it in the Facility Rulebook

Facility means the venue provided by the Company for the execution of

Contracts, as set out in the Facility Rulebook

FCA means the UK Financial Conduct Authority

Hearing Panel has the meaning set out in this Governance Policy

Nomination Committee has the meaning set out in this Governance Policy

Participation Committee has the meaning set out in this Governance Policy

Public Directors means any person who qualifies as a “public director” within the

meaning set forth in the Commission Regulations

Public Panelist has the meaning set out in this Governance Policy

Respondent means any person who is charged with a Violation, as set out in

the Facility Rulebook

Regulatory Oversight Committee has the meaning set out in this Governance Policy

Review Panel has the meaning set out in this Governance Policy

Trading Privilege Holders means an individual or entity with Trading Privileges on the Facility

granted pursuant to Rule 201 of the Facility Rulebook (including an

Intermediary), but does not include an Authorised Trader

1. A. OVERVIEW

The Board has the power by itself or through agents, and is authorised and empowered on behalf

and in the name of the Company, to perform all acts and enter into other undertakings that it may

in its discretion deem necessary or advisable in order to promote the sound and efficient operation

of the Facility (except as otherwise required by Applicable Law), including, but not limited to, the

following:
(a) ensuring that the Company complies with all statutory, regulatory and self-regulatory

responsibilities under Applicable Law;

The Company has set high standards for the Board that reflect our commitment to our unitholders and to the

institutions and individuals who will rely on us to provide swap execution services, and to comply with our role as a

swap execution facility subject to oversight by the Commodity Futures Trading Commission.

The Board must act as a prudent fiduciary for unitholders and oversee the management of the Company's business.

The Board is responsible for general oversight of the Company, including:

(b) reviewing, approving and monitoring major strategic, financial and business activities, the

Company’sCompany's budget and the Company’sCompany's financial performance;

(c) evaluating risks and opportunities facing the Company and proposing options for

addressing such issues; and

(d) overseeing and reviewing recommendations from the Company’sCompany's committees

and its, the Chief Compliance Officer and the CF10.

1.2 The Board, (or committee thereof or other delegated body) acting in accordance with the Articles

of Association, may from time to time cause the Company to enter into such agreements with

domestic or foreign self-regulatory associations, other associations, boards of trade and their

respective regulators providing for the exchange of information and other forms of mutual

assistance for financial surveillance, routine audits, market surveillance, investigative, enforcement

and other regulatory purposes as the Board may consider necessary or appropriate or as

Applicable Law may require.

1.3 The Board should be committed to upholding the highest legal and ethical conduct in fulfilling its

responsibilities. Each director is expected to comply with all applicable laws, rules and regulations,

andApplicable Law and Company policies, and promote compliance by the Company and all of its

employees. The Board will discharge its responsibilities and exercise its authority in a manner,

consistent with applicable legal and regulatory requirements, that promotes the sound and efficient

operation of the Company and its swap execution activities. The Board shall, to the extent

consistent with such responsibilities and as long as the Company remains an indirect subsidiary of

TP ICAP plc, operate within the restraints and delegated authorities set by the TP ICAP plc group.

2. B. COMPOSITION

2.1 The Board will consist of no less than three, and up to twelve, directors from time to time designated

by the Company’s unitholders for such purpose. appointed in accordance with the Articles of

Association. The Board shall include a diversity of membership interests consistent with CFTC

Regulation 1.64(b)(3). The Board may include such number of Public Directors as may be

required by Applicable Law or as the Board or the Nomination Committee, if then established, may

otherwise determine is appropriate.

At such time as determined in the discretion of the Board (or at and for such other time as may otherwise be required

by the Commodity Futures Trading Commission Regulations), at least thirty-five (35%) percent, but no less than two,

of the directors will be Public Directors, as such term is defined from time to time in the rules, regulations, orders,

directives or any interpretation thereof promulgated by the Commodity Futures Trading Commission. Public

Directors shall be capable of exercising independent judgment to guard against conflicts of interest and assisting the

entire Board to carry out their responsibilities more effectively.

2.2 Each director shall serve a one year term, and may be reappointed to one or more successive one year terms.

The initial directors shall be appointed by the unitholders, and thereafter,Any new or additional directors

will be proposed by the NominatingNomination Committee, if then established, or the Board, if the

Nomination Committee is not then established, and must be approved by the Company’s

unitholdersexisting directors or by a majority interest of the shareholders entitled to vote in order to

assume office. Any vacancies caused by death, resignation or any other reason may be immediately filled
by the Company’s unitholders without a proposal from the Nominating Committee with any qualified

person, who shall hold office for the unexpired term and until his or her successor shall be duly chosen.

2.3 Any director may be removed either for or without cause at any time by the affirmative vote of a

majority of the directors, other than the director subject to removal, or by the affirmative vote of a

majority interest of the unitholdersshareholders entitled to vote, at the annual meeting or at a

special meeting called for that purpose. Director appointments are automatically terminated as

soon as:

(a) That person ceases to be a director by virtue of any provision of the UK Companies Act

2006 or is prohibited from being a director by law;

(b) a bankruptcy order is made against that person;

(c) a composition is made with that person’s creditors generally in satisfaction of that person’s

debts;

(d) a registered medical practitioner who is treating that person gives a written opinion to the

Company stating that that person has become physically or mentally incapable of acting as

a director and may remain so for more than three months;

(e) by reason of that person’s mental health, a court makes an order which wholly or partly

prevents that person from personally exercising any powers or rights which that person

would otherwise have;

(f) notification is received by the Company from the director that the director is resigning from

office, and such resignation has taken effect in accordance with its terms;

(g) the controlling shareholder removes the director in accordance with the Company’s Articles

of Association.

2.4 The identities of all directors will be published on the Company’s website and will be available to

the public.

3. C. QUALIFICATIONS

3.1 In order to fulfillfulfil their responsibilities, directors (including any Public Directors) will be selected

based on their experience, qualifications, attributes and skills and the understanding that their

leadership will play an integral role in fulfilling the Company’s business objectives and legal

obligations.

3.2 Each director shall be familiar with, and comply with, to the extent applicable, the provisions

contained in the Facility Rulebook.

In particular, directors should:

3.3 Demonstrate Each director, including each Public Director, shall be of sufficiently good repute and

have sufficient experienceexpertise in the Company’sFacility’s scope or intended scope of financial

services (including any ancillary services valuable for the CompanyFacility to fulfillfulfil its core

mission); and

. No director will (a) have a history All directors shall be of sufficiently good repute, including the absence of

(i)of disciplinary offenses that would be disqualifying under SectionApplicable law, including

Commission Regulation § 1.63(c) of the Commodity Futures Trading Commission’s regulations, and

(iib) any felony conviction in the last 10 years, and (iiic) any grounds for refusal to register under

Section 8a(2) of the Commodity Exchange Act. At least twenty percent (20%) of the directors must
be personpersons who meet the criteria of SectionCommission Regulation § 1.64(b)(1) of the

Commodity Futures Trading Commission’s regulations.

D. Verification of Qualifications

3.4 In order to verify that each director is qualified to serve, the Company will require: (a) a written

statement from each prospective director containing the following: (x) biographical information

demonstrating the prospective director’s experience in the Company’s scope and intended scope

of financial services (including ancillary services valuable for the Company to fulfillfulfil its core

mission); and (y) representations that the prospective director has (i) no disciplinary offenses that

would be disqualifying under Section 1.63(c) of the Commodity Futures Trading Commission’s

regulationsCommission Regulations, (ii) no felony conviction in the last 10 years and (iii) no

grounds for refusal to register under Section 8a(2) of the Commodity Exchange Act; and (b). Each

each director to inform the Company’s Chief Compliance Officer in writing if any of the information

in the statement materially changes thereafter. Upon receipt of the written statement, the

Company’s Chief Compliance Officer will conduct a search on NFA BASIC to determine whether

there is anything contradictory to the prospective director’s statement, and will attempt to resolve

any inconsistencies. The Chief Compliance Officer will report the results of this review to the

unitholdersshareholders and the Board prior to the election of the prospective director.

4. E. CONFLICTS OF INTEREST

4.1 Each director is required to act in the best interests of the Company and to refrain from any

conduct that would be, or gives the appearance of being, a conflict of interest. Generally, a “conflict

of interest” exists when a director's private interest, including those of his or her immediate family, is

inconsistent with or opposed to, or appears to be inconsistent with or opposed to, the Company’s interests.

This includes a personal interest in a Company member (as defined in Section 1a(34) of the Commodity

Exchange Act), vendor or other person that could be significantly and disproportionately impacted by a

decision of the Board.

4.2 No director, member of any committee or oversight panel, or officer or other person

authorizedauthorised to exercise authority on behalf of the Company will knowingly participate in

such body’s deliberations or voting, including in any inquiry, investigation or any disciplinary

proceeding, suspension, emergencyEmergency or other executive action (each, an “"Executive

Proceeding”") if such person has a conflict of interest between such person's position acting on

behalf of the Company and such person's personal interests (each, an “"Interested Person”"),

unless deliberations are permitted as set forth belowby section 4.6. Material conflicts of interest

include, but are not limited to, instances where an Interested Person (aA) is a named party in

interest in an Executive Proceeding, (bB) is an employer, employee or fellow employee of a named

party in interest or potential named party in interest in an Executive Proceeding, (cC) has any other

significant, ongoing business relationship with a named party in interest or potential named party in

interest in an Executive Proceeding, excluding relationships limited to executing transactions

opposite each other or to clearing transactions through the same clearing members, (dD) has a

family relationship with a named party in interest or potential named party in interest in an

Executive Proceeding (each of (aA) through (dD) being a “Relationship Conflict of Interest”) or

(eE) has a direct and substantial financial interest in the result of the deliberations or vote of any

Executive Proceeding based upon either Company or non-CompanyFacility or non-Facility positions

(a “Financial Conflict of Interest”). A “For purposes of this subparagraph, a "family relationship”"

exists between a named party in interest or potential named party in interest in an Executive

Proceeding and a potential Interested Person if one person is the other’sother's spouse (including

a domestic partner or partner in a civil union), co-habitator, former spouse, parent, stepparent,

child or other legal dependent, sibling, stepbrother, stepsister, grandparent, grandchild, uncle,

aunt, nephew, niece or in-law.
4.3 Prior to the consideration of any matter or significant action that will be considered by the Board or

a committee of the Board in an Executive Proceeding, each potential Interested Person must

disclose the existence of any potential conflict of interest, including any potential Relationship

Conflict of Interest and/or Financial Conflict of Interest, to the Chairman of the Board or the

chairman of the relevant committee and may choose to abstain and recuse himself or herself from

the deliberations and voting. The potential Interested Person is encouraged to consult with the

Company’s Secretary and any necessary internal or external advisors in advance of the topic

being discussed or voted upon. If a potential Interested Person fails to disclose the existence of

any potential conflict of interest that he or she knows of, or reasonably should know of, such

potential Interested Person will be deemed an Interested Person prohibited from participation in an

Executive Proceeding by the Board or committee of the Board, as applicable. If the Board or

committee of the Board, as applicable, discovers that such a potential Interested Person

participated in an Executive Proceeding without having made the disclosure of a potential conflict

of interest, the determination of such Executive Proceeding shall be null and void, unless, in the

case of an Emergency action, the potential Interested Person makes the disclosures required

pursuant to section 4.4 and the Board or committee thereof determines that such potential

Interested Person would have been permitted to participate in the Executive Proceeding pursuant

to section 4.5 or 4.6.

4.4 If disclosure of a potential conflict of interest is required pursuant to section 4.3, a potential

Interested Person must disclose all information required under Applicable Law in relation to any

conflict of interest, including:

(a) In the case of any potential Relationship Conflict of Interest, such disclosure must include

the specific type of Relationship Conflict of Interest based on the categories (aA) through

(dD) abovein section 4.2; and/or

(b) In the case of any potential Financial Conflict of Interest, such disclosure must include the

financial interest and related position information (including information regarding positions

held by such person, positions held by individuals of such person’s family and positions

held by a firm with which such person is affiliated) that is known to such person with respect

to any particular month or months that are under consideration, and any other positions

which the deliberating body reasonably expects could be affected by the significant action,

including but not limited to:

(A) gross positions held in such person’s personal accounts or “controlled accounts,” as defined in

Commodity Futures Trading Commission Regulation § 1.3(j);

(B) gross positions held in proprietary accounts, as defined in Commodity Futures Trading Commission

Regulation § 1.17(b)(3), at such person’s affiliated firm;

(C) gross positions held in accounts in which such person is a principal, as defined in Commodity

Futures Trading Commission Regulation § 3.1(a);

(D) net positions held in customerCustomer accounts, as defined in Commodity Futures Trading

Commission Regulation § 1.17(b)(2), at such person’s affiliated firm; and

(E) any other types of positions, held in such person’s personal accounts or the proprietary accounts of

such person’s affiliated firm, that the Company reasonably expects could be affected by the significant action.

(C) Notwithstanding subsection (b) above, in the case of a potential Financial Conflict of

Interest, no such disclosure is required by a potential Interested Person if such person

chooses to abstain from deliberations and voting on the relevant Executive Proceeding.
4.5 If a potential Interested Person who discloses a potential material conflict of interest does not

choose to abstain and recuse himself or herself from deliberations and voting in any Executive

Proceeding, the directors, or committee or oversight panel, as applicable, will determine whether

such person is an Interested Person prohibited from participation in the Executive Proceeding.

Such determination will be made by a majority vote made in accordance with the procedures in the

Articles of Association governing decision-making by directors and will be based upon a review of:

(a) the information provided by such potential Interested Person pursuant to section 4.4;

(b) any other source of information that is held by or reasonably available to the Company;

(c) in the case of a Financial Conflict of Interest, the most recent large trader reports and

clearing records available to the Company; and

(d) any applicable lawApplicable Law.

4.6 With respect to Financial Conflicts of Interest only, and save for where applicable lawApplicable

Law prohibits it, any person determined to be an Interested Person who would otherwise be

required to abstain from deliberations and voting pursuant to this policysection, may participate in

deliberations, but not in voting, if the Board, or committee or oversight panel, as applicable,

determines by a majority vote (excluding all relevant Interested Persons) made in accordance with

the procedures in the Articles of Association governing decision-making by directors that such

participation would be consistent with the public interest after considering the following factors :

(a) (e) whether such Interested Person’sPerson's participation in the deliberations is necessary

to achieve a quorum;

(b) (f) whether the Interested Person has unique or special expertise, knowledge or

experience in the matter being considered; and

(c) (g) the position information which is the basis for the Interested Person’s Financial Conflict

of Interest.

4.7 In addition to the general restrictions against conflicts of interest, allAll Public Directors will be prohibited

from having “material relationships” (, as defined from time to time in the rules, regulations, orders,

directives or any interpretation thereof promulgated by the Commodity Futures Trading Commission and in

the Operating Agreement or Governance Policy of the CompanyRegulations (a "Material

Relationship") with the Company which reasonably could affect the independent judgment or

decision-making of such director. “Material relationships”Relationships are currently defined to

include the following:

(a) (i) The the director, or an immediate family member of the director, may not be an

officer or employee of the Company or its affiliate.;

(b) (ii) The the director, or an immediate family member of the director, may not be a

member of the Company, or a director, officer or employee of a Company memberMember (as

defined in Section 1a(34) of the Commodity Exchange Act and any regulation promulgated

thereunder). of the Company, or a director, officer or employee of a Company Member;

(c) (iii) Thethe director, or an immediate family member of the director, may not be an

officer of another entity, which entity has a compensation committee (or similar body) on

which any officer of the Company serves.; and

(d) (iv) Thethe director, or an immediate family member of the director, or an entity with

which the director or such immediate family member is a partner, an officer, an employee or
a director, may not receive more than $100,000 in combined annual payments for legal,

accounting, or consulting services from the Company, any affiliate thereof, any

memberMember of the Company or any affiliate of such memberMember.

4.8 Notwithstanding the foregoing, (a) compensation for services as a director of the Company or as a

director of an affiliate of the Company shall not count toward the $100,000 threshold specified in

clause (ivd) of thisthe definition of Material Relationship, nor shall compensation for services

rendered by such individual prior to becoming a director of the Company, so long as such

compensation is or was in no way contingent, conditioned or revocable; and (b) a Public Director

may also serve as a director of an affiliate of the Company if he or she otherwise meets the

requirements set forth in clauses (ia) through (ivd) of thisthe definition of Material Relationship.

4.9 Each of the preceding disqualifying circumstances is subject to a one-year look back. Public

Directors will have an affirmative duty to investigate from time to time, and promptly disclose, the

existence and nature of any such material relationshipsMaterial Relationships to the Board. The

Board must make such findings of any material relationshipMaterial Relationship upon the

nomination or appointment of the proposed Public Director and as often as necessary in light of all

circumstances relevant to such director, but in no case less than annually.

5. RESIGNATION

Any director or member of a committee may resign at any time by written notice to the Chairman

or Secretary; provided that each such person shall in good faith provide the Chairman or Secretary

such prior notice as may be reasonably necessary for the Board to identify and appoint a qualified

person to fill the resulting vacancy. Such resignation shall be made in writing, and, unless

specifically contingent upon its acceptance, shall take effect at the date or as of the effective date

specified therein, and if no time be specified, at the time of its receipt by the Chairman or

Secretary. The acceptance of a resignation shall not be necessary to make it effective. To the

extent that any vacancy results in the number of Public Directors falling below the number required

by the Articles of Association or Applicable Law the Board shall act as expeditiously as reasonably

practicable to appoint one or more Public Directors as may be required.

6. VACANCIES

If the office of any director, member of a committee or other officer becomes vacant by reason of

death, resignation or for any other reason, a qualified individual will be appointed in accordance

with the Articles of Association (without a proposal from the Nomination Committee), who shall

hold office until his or her successor shall be duly chosen. Within 30 days after such an

appointment, the Chief Compliance Officer shall submit to the Commission a list of the directors,

the membership interests they represent and how the composition of the Board otherwise meets

the requirements of Commission Regulation 1.64(b) and the Company’s implementing standards

and procedures.

7. F. COMPENSATION

Compensation awarded to any Public Directors and other nonexecutive directors shall not be

linked to the Company’s business performance.

8. G. CERTIFICATION AND COMPLIANCE

8.1 Each director must becomebe familiar with, and abide by, thesethis Governance PrinciplesPolicy.

Each prospective director and director shall, before taking office, acknowledge his or her receipt

and understanding of thethis Governance PrinciplesPolicy, as well as upon any publication of a

revised set of Governance PrinciplesPolicy or amendment thereto. In addition, (ia) upon request

from the Company, the director shall certify that the qualification information he/she provided to the
Company before being elected as a director has not changed materially, and (iib) from time to time

the director shall provide an updated statement of qualification information that reflects any

material changes.

8.2 Directors are required to report suspected violations of the Governance PrinciplesPolicy or of any

applicable lawApplicable Law, rule or regulation by any director to the Board, the Regulatory

Oversight Committee or the Chief Compliance Officer (who will subsequently relay any such

suspected violations to the Board or the Regulatory Oversight Committee, unless such reported

violation is proven incorrect after a prompt initial review of its merits). The Board or the Regulatory

Oversight Committee, as applicable, shall determine whether to conduct an investigation and what

appropriate action should be taken. Directors may consult with the Company’s General Counsel if

there is any doubt as to whether a particular transaction or course of conduct complies with or is

subject to the Governance PrinciplesPolicy.

8.3 A.

9. PUBLIC DIRECTOR FINDINGS

9.1 To the extent the Board has any Public Directors, the Board shall make Public Director findings

(including but not limited to determinations as to such Public Directors' Material Relationships) as

often as necessary in light of all circumstances relevant to each Public Director, but in no case less

than annually.

10. COMMITTEES

Nomination Committee

10.1 At such time as determined in the discretion of the directors (or at such other time as may

otherwise be required by Applicable Law), the directors shall establish a Nomination Committee.

The Nomination Committee shall be a standing committee of the Board. Each member of the

Nomination Committee shall serve until the due appointment of his or her successor, or until his or

her earlier resignation or removal, with or without cause, as a member of the Nomination

Committee. A member of the Nomination Committee may serve for multiple terms. The

Nomination Committee shall: (a) identify individuals qualified to serve as directors, consistent with

criteria specified by the directors and any composition requirements that Applicable Law requires

and (b) nominate individuals for designation as directors, whose appointment will be carried out in

accordance with the Articles of Association.

10.2 Any action that may be taken by the Nomination Committee may be taken by the Board if no

Nomination Committee has been established.

Participation Committee

10.3 At such time as determined in the discretion of the directors (or at such other time as may

otherwise be required by Applicable Law), the directors shall establish a Participation Committee.

The Participation Committee shall be a standing committee of the Board. Each member of the

Participation Committee shall serve until the due appointment of his or her successor, or until his

or her earlier resignation or removal, with or without cause, as a member of the Participation

Committee. A member of the Participation Committee may serve for multiple terms.

10.4 The Participation Committee shall: (a) determine the standards and requirements for initial and

continuing participation eligibility; (b) review appeals of staff denials of membership or participation

applications; and (c) approve rules that would result in different categories or classes of

Participants receiving disparate access to the services offered by the Company. The Participation

Committee shall not uphold any staff denial if the relevant application meets the standards and
requirements that the Participant Committee sets forth from time to time, and the Participation

Committee shall not restrict access or impose burdens on access to the Facility in a discriminatory

manner, within each category or class of Members or Participants or between similarly situated

categories or classes of Members or Participants.

10.5 Any action that may be taken by the Participation Committee may be taken by the Board if no

Participation Committee has been established.

Regulatory Oversight Committee

10.6 The Regulatory Oversight Committee shall be a standing committee of directors.

10.7 The Regulatory Oversight Committee shall be composed of those directors designated by the

Board from time to time.

10.8 The Regulatory Oversight Committee members and Regulatory Oversight Committee Chairman

shall be appointed by the Chairman of the Board, subject to the approval of the Board, at a

meeting of the Board. Each appointee will serve until the due appointment of his or her successor

or his or her resignation or removal as a member of the Regulatory Oversight Committee, with or

without cause, by a majority vote of the Board. A member of the Regulatory Oversight Committee

may serve for multiple terms.

10.9 Each member of the Regulatory Oversight Committee shall serve until the due appointment of his

or her successor, or until his or her earlier resignation or removal, with or without cause, as a

member of the Regulatory Oversight Committee or as a Public Director. A member of the

Regulatory Oversight Committee may serve for multiple terms.

10.10 The Regulatory Oversight Committee shall meet at least four times each year and at such other

times as it deems necessary to fulfil its responsibilities. The Regulatory Oversight Committee may

meet in joint session with any other committee of the Board from time to time to discuss areas of

common interest and significant matters.

10.11 The Regulatory Oversight Committee shall report regularly to the Board with respect to its

activities and make recommendations to the Board it may deem necessary or advisable for the

orderly conduct of its business. Minutes of its meetings shall be maintained on behalf of the

Regulatory Oversight Committee and approved by the Regulatory Oversight Committee.

10.12 Unless the Board provides otherwise the Regulatory Oversight Committee can make, alter or

repeal rules for the conduct of its business. In the absence of such rules, each meeting of the

Regulatory Oversight Committee shall be called, notice of each such meeting be given or waived

and the business of the Regulatory Oversight Committee conducted or its action taken as nearly

as may be in the same manner as is provided in the Articles of Association with respect to the

meetings or for conduct of business or the taking of actions by the Board.

10.13 The Regulatory Oversight Committee shall:

(a) monitor the Facility's self-regulatory program for sufficiency, effectiveness, and

independence;

(b) oversee all facets of the Facility's self-regulatory program, including trade practice, market

surveillance, audits, examinations and other regulatory responsibilities with respect to

Participants, and the conduct of investigations;

(c) review the size and allocation of the Facility's regulatory budget and resources; and the

number, hiring and termination, and compensation of regulatory personnel;
(d) review the performance of the Chief Compliance Officer, and make recommendations with

respect to such performance to the directors;

(e) review all regulatory proposals prior to implementation and advise the directors as to

whether and how such changes may impact regulation;

(f) regularly monitor for conflicts of interest in accordance with Section 4 of this Governance

Policy;

(g) recommend changes to the Facility's self-regulatory program that would ensure fair,

vigorous, and effective regulation;

(h) prepare an annual report to the directors and the Commission assessing the self-regulatory

program of the Facility and including a description of the program, the expenses of the

program, the staffing and structure of the program, a catalogue of investigations and

disciplinary actions taken during the year, and a review of the performance of the Review

Panel, Hearing Panel, and Chief Compliance Officer; and

(i) perform such other duties as the directors may delegate to it from time to time. In addition,

the Regulatory Oversight Committee may impose controls on the Facility to reduce the

potential risk of market disruption, including but not limited to market restrictions that pause

or halt trading in specified market conditions.

Disciplinary Panels

10.14 At such time as determined in the discretion of the Board (or at such other time as may otherwise

be required by Applicable Law), the Board shall appoint a Review Panel, which shall consist of no

less than five (5) panelists. In the discretion of the Board, the Review Panel may also include at

least one person who would not be disqualified from serving as a Public Director under the

Commission Regulations (the "Public Panelist"). Such Public Panelist shall serve as the chair of

the Review Panel; provided, that to the extent that the Review Panel does not include a Public

Panelist, then the chair of the Review Panel shall be appointed by the Board. No Participant shall

be permitted to participate in deliberations or voting on any matter in which the Participant has a

financial interest.

10.15 The Review Panel shall have the power to direct that an investigation of any suspected Violation

be conducted. In any case where the Review Panel concludes, by majority vote, that a Violation

may have occurred, the relevant Participant shall be advised of that fact and the matter shall be

referred to the Hearing Panel, pursuant to the procedures detailed in Chapter Five of the Facility

Rulebook.

H. Self-ReviewHearing Panel

10.16 At such time as determined in the discretion of the Board (or at such other time as may otherwise

be required by Applicable Law), the Board shall appoint a Hearing Panel, which shall consist of no

less than five (5) panelists. In the discretion of the Board, the Hearing Panel may include at least

one person who is a Public Panelist. Such Public Panelist shall serve as the chair of the Hearing

Panel; provided, that to the extent that the Hearing Panel does not include a Public Panelist, then

the chair of the Hearing Panel shall be appointed by the Board.

10.17 No Participant shall be permitted to participate in deliberations or voting on any matter in which the

Participant has a financial interest. Within ten (10) days of being notified of the appointment of a

Hearing Panel, a Respondent (as defined in Chapter Five of the Facility Rulebook) may seek to

disqualify any individual named to the Hearing Panel on account of a conflict of interest or other
reasonable grounds, by serving written notice to the appropriate staff of the Company and

providing a copy thereof to the chair of the Hearing Panel. By not filing a timely request for

disqualification, the Respondent will be deemed to have waived any objection to the composition

of the Hearing Panel. The appropriate staff of the Company will decide the merits of any request

for disqualification within his or her sole discretion and such decision will not be subject to appeal.

The Hearing Panel shall conduct the formal hearings on Violations referred to it by the Review

Panel, pursuant to the procedures detailed in Chapter Five of the Facility Rulebook.

10.18 In designating the members of a Review Panel or Hearing Panel, the directors shall endeavour to

appoint a panel that is not dominated or subject to disproportionate influence by any group or class

of Participants. The Board shall consider the objection of any Participant who believes this

objective is not satisfied, and the Board shall determine whether a change is necessary or

advisable to meet this objective.

11. COMPLIANCE FUNCTION

11.1 The directors shall appoint and approve the Chief Compliance Officer of the Company, who shall

be the Chief Compliance Officer of the Company. The Chief Compliance Officer shall not serve as

general counsel of the Company, or as a member of the Company's legal department, and may

not be disqualified from registration pursuant to sections 8a(2) or 8a(3) of the Act. The Board shall

approve the compensation of the Chief Compliance Officer and shall meet with the Chief

Compliance Officer at least annually (which meeting may occur in person or by telephone). The

Chief Compliance Officer shall also meet with the Regulatory Oversight Committee at least

quarterly. The appointment of the Chief Compliance Officer and the amount of the Chief

Compliance Officer's compensation shall require the approval of a majority of the directors. In

addition the Board will register with the FCA a Head of Compliance Oversight (CF10 -Controlled

Function 10). Compliance with SEF Core Principles will be overseen by the Chief Compliance

Officer appointed by the Board, Compliance with FCA Part IV obligations will be overseen by Head

of Compliance Oversight. References in this documents and any other related document to the

Compliance Function is intended to mean, for Commission related considerations, the Chief

Compliance Officer and, for FCA Part IV related considerations, the CF10. To the extent any of the

activities concern both the Commission and FCA, the Chief Compliance Officer and the CF10 will

co-operate to ensure compliance with the respective regulations.

11.2 The Compliance Function shall have duties set forth in the Facility’s Compliance Manual.

11.3 Notwithstanding the Compliance Functions duties set forth in the Facility’s Compliance Manual, if

the Compliance Function is determined to be an Interested Person pursuant to section 4 of this

Governance Policy, the Board shall not consult with the Compliance Function on the relevant

matter. In such an event, the Board shall consult with outside counsel or other third-party

compliance consultant on the matter.

11.4 The Compliance Function shall have supervisory authority over all staff acting in furtherance of the

Compliance Function’s obligations as determined by the relevant regulatory regime.

11.5 Removal of the Chief Compliance Officer shall require the approval of a majority of the directors.

The directors shall immediately appoint an interim Chief Compliance Officer and shall appoint a

permanent Chief Compliance Officer as soon as reasonably practicable thereafter. Where

necessary, the Company shall make all notifications required under Applicable Law in relation to

any such appointment and termination, including that the Company shall notify the Commission of

within (2) business days of (i) the departure or removal of the Chief Compliance Officer and

explain the reasons for the departure and (ii) the appointing of any new interim or permanent Chief

Compliance Officer.
11.6 The Company shall notify the FCA immediately following the removal of the CF10. The Company

shall immediately appoint an interim CF10.

12. FINANCIAL RESOURCES

The Company must maintain adequate financial operational, and managerial resources to

discharge each responsibility of the Company. The Company shall maintain financial resources as

required by Applicable Law, including Commission Regulations 37.1300-1307.

The Board shall review its performance and that of its individual directors on an annual basis, before the expiration of

each one year term of office for the directors. The Board, or a committee delegated such responsibility, shall

establish criteria for the Board’s evaluation, shall conduct the evaluation in accordance with such criteria, and shall

make recommendations to improve deficiencies.

I. Removal for Cause

Any director failing to comply with, or certify compliance with, the Governance Principles, or whose conduct

otherwise is likely to be prejudicial to the sound and prudent management of the Company, may be removed for cause

at any time by the affirmative vote of a majority of the directors, other than the director whose conduct is at issue, or

by the affirmative vote of a majority interest of the unitholders, at the annual meeting or at a special meeting called for

that purpose.

ACTIVE 213869101v.2
Division of Market Oversight 

Commodity Futures Trading Commission 

March 24, 2020 

Confidential Exhibit H 

Explanation of Amended Compliance Manual

[FOIA Confidential Treatment Requested]
Division of Market Oversight 

Commodity Futures Trading Commission 

March 24, 2020 

Confidential Exhibit I 

Amended Compliance Manual 

Clean Version 

[FOIA Confidential Treatment Requested]
Division of Market Oversight 

Commodity Futures Trading Commission 

March 24, 2020 

Confidential Exhibit J 

Amended Compliance Manual 

Marked Version 

[FOIA Confidential Treatment Requested] 

ACTIVE 255385784