SUBMISSION COVER SHEET

IMPORTANT: Check box if Confidential Treatment is requested

Registered Entity Identifier Code (optional): 21-366

Organization: NEX SEF Limited ("NEX SEF")

Filing as a: DCM SEF DCO SDR 

Please note - only ONE choice allowed.

Filing Date (mm/dd/yy): 08/06/21 Filing Description: Amendments to the NEX SEF 

Limited Governance Policy and Compliance Manual

SPECIFY FILING TYPE 

Please note only ONE choice allowed per Submission.

Organization Rules and Rule Amendments

Certification § 40.6(a)

Approval § 40.5(a)

Notification § 40.6(d)

Advance Notice of SIDCO Rule Change § 40.10(a)

SIDCO Emergency Rule Change § 40.10(h)

Rule Numbers: N/A

New Product Please note only ONE product per Submission.

Certification § 40.2(a) 

Certification Security Futures § 41.23(a)

Certification Swap Class § 40.2(d)

Approval § 40.3(a)

Approval Security Futures § 41.23(b)

Novel Derivative Product Notification § 40.12(a)

Swap Submission § 39.5

Official Product Name: 

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

Certification § 40.6(a) 

Certification Made Available to Trade Determination § 40.6(a)

Certification Security Futures § 41.24(a)

Delisting (No Open Interest) § 40.6(a) 

Approval § 40.5(a)

Approval Made Available to Trade Determination § 40.5(a)

Approval Security Futures § 41.24(c)

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

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

Notification § 40.6(d)

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

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

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Christopher Bowen

Managing Director and Chief Regulatory Counsel

Legal Department

August 6, 2021

VIA ELECTRONIC PORTAL

Mr. Christopher J. Kirkpatrick

Office of the Secretariat

Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street, N.W.

Washington, D.C. 20581

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

Governance Policy and Compliance Manual.

NEX SEF Submission No. 21-366

Dear Mr. Kirkpatrick:

NEX SEF Limited (“NEX SEF”) hereby certifies to the CommodityFuturesTradingCommission(“CFTC”or

“Commission”) amendments to the NEX SEF Governance Policy (the “Policy”) and Compliance Manual 

(the “Manual”) (collectively, the “Rule Amendments”) effective on August 23, 2021.

NEX SEF is amending the Policy to:

• Include language on commercial conflict of interest, whereby the Board must align

business advancement with the company’s risk appetite

• Include language on the tie breaker logic for the Regulatory Oversight Committee (“ROC”)

• Include language on the process to handle potential conflicts of interest for the Chief 

Compliance Officer (“CCO”)/Head of Compliance and Oversight (“SMF16”) when serving 

NEX SEF, including but not limited to when the CCO/SMF16 owes an obligation to a 

Trading Privilege Holder (“TPH”) and where the interests of NEX SEF may be in conflict 

with the interests of another business within the CME Group organization

NEX SEF is amending the Manual to:

• Include policy language requiring the CCO/SMF16 to raise to the ROC potential conflicts 

of interest when serving NEX SEF including when the CCO/SMF16 owes an obligation to 

a TPH and where the interests of NEX SEF may be in conflict with the interests of another 

business within the CME Group organization

• Include policy language requiring an annual review of policies and procedures

• Delete obsolete references to legacy NEX policies and No Action Letters, and remove 

requirements that are not applicable to the NEX SEF business

• Update policy language to reflect changes in the CFTC SEF Rules around Audit Trail, 

CCO and Annual Compliance Report, clarify defined terms, harmonize with previously 

submitted Rulebook and MRAN changes, as well as make other administrative changes 

The Policy has been previously certified with the Commission (see NEX SEF Submission 21-197 dated 

April 26, 2021) and the Manual has been previously certified with the Commission (see NEX SEF 

Submission 20-364 dated August 17, 2020). Pursuant to Commission Regulation 37.3(b)(3), once a SEF 

is registered as such with the Commission, any amendments to Form SEF must be filed as a submission
300 Vesey Street New York, NY 10282 T 212 299 2200 F 212 301 4645 christopher.bowen@cmegroup.com cmegroup.com

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under part 40 of the Commission’s regulations or as otherwise specified by the Commission.1 The Rule 

Amendments serve to amend NEX SEF Submission 20-524. As a result, NEX SEF is certifying the Rule 

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

Appendix A and Appendix B provide the Policy and the Manual, respectively in blackline format. Appendix 

A and Appendix B are provided under separate cover (confidential treatment requested).

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

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

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

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

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

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

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

Sincerely,

/s/ Christopher Bowen

Managing Director and Chief Regulatory Counsel

Attachments: Appendix A: Form SEF Exhibit G3 - Governance Policy (blackline format) (attached 

under separate cover and confidential treatment requested) 

Appendix B: Form SEF Exhibit O - Compliance Manual (attached under a separate cover 

and confidential treatment requested)

1 See 78 Fed. Reg. 33476, at 33485 (June 4, 2013).
3

Appendix A 

CONFIDENTIAL TREATMENT REQUESTED

NEX SEF

Governance Policy

(provided under separate cover)
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Appendix B

CONFIDENTIAL TREATMENT REQUESTED

NEX SEF

Compliance Manual

(provided under separate cover)