1177 Avenue of Americas

New York, New York 10036

304587513 v2

MARKET REGULATION ADVISORY NOTICE

March 20, 2020

COVID-19 EMERGENCY NOTICE

Pursuant to TW SEF LLC (“TW SEF”) Rule 412 (Emergencies) of the TW SEF Swap Execution 

Facility Rules (the “TW SEF Rules”), TW SEF is providing notification to its Participants that it is 

taking certain time-limited emergency action related to COVID-19, commonly referred to as the 

Coronavirus (“COVID-19 Notice”), as discussed below. Terms not defined in this COVID-19 

Notice are defined in the TW SEF Rules.

As discussed more fully below, TW SEF is notifying its Participants that where compliance with 

the TW SEF Rules is not possible due to COVID-19, such Participants should take reasonable 

and practical steps to comply with the TW SEF Rules and applicable CFTC Regulations. In 

addition, if compliance with the TW SEF Rules is not possible due to COVID-19 and a 

Participant is not able to take reasonable and practical steps to demonstrate compliance, the 

Participant should document any noncompliance and the reasons for such noncompliance. In 

all cases, a Participant should document alternative compliance or noncompliance with TW SEF 

Rules due to COVID-19. In addition, Participants are reminded to advise TW SEF of other 

areas where, due to COVID-19, compliance with the TW SEF Rules is not possible or 

practicable.

As discussed more fully below, this COVID-19 Notice should be read in conjunction with the NoAction Relief issued by the CFTC Division of Swap Dealer and Intermediary Oversight (“DSIO”) 

on March, 17, 2020, specifically, the relief related to CFTC regulations requiring recording of 

oral communications related to voice trading and other telephonic communications, as well as 

time-stamping requirements when Participants of TW SEF are located in remote, sociallydistanced locations.1

 

1

See No-Action Positions for Certain Members of Designated Contract Markets and Swap Execution Facilities to 

Facilitate Physical Separation of Personnel in Response to the COVID-19 Pandemic, CFTC Letter No. 20-02 (March 

17, 2020); No-Action Positions for Swap Dealers to Facilitate Physical Separation of Personnel in Response to the 

COVID-19 Pandemic, CFTC Letter No. 20-06 (Mar. 17, 2020); No-Action Positions for Futures Commission 

Merchants and Introducing Brokers to Facilitate Physical Separation of Personnel in Response to the COVID-19 

Pandemic, CFTC Letter No. 20-03, (Mar. 17, 2020). The foregoing letters are available at 

https://www.cftc.gov/PressRoom/PressReleases/8132-20 and are collectively referred to as the “CFTC DSIO COVID19 Relief.”
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BACKGROUND

As a result of the recent outbreak of COVID-19, commonly known as the Coronavirus, 

Participants have implemented alternative work arrangements, including the use of remote 

offices or telework arrangements. In addition, several states, including New Jersey and New 

York, have each declared a state of emergency. On March 13, 2020, the President declared a 

National Emergency. Due to the above, TW SEF understands from Participants that 

compliance with certain aspects of the TW SEF Rules related to recordkeeping requirements, 

and the requirements for the maintenance of a complete audit trail may not be possible.

Specifically, pursuant to Rule 309, Participants and EA Trading Customers are required to:

record conversations and retain copies of electronic communications between 

Officers, employees or agents of the Company, on one hand, and Participants, 

Authorized Users, Trading Customers and other Persons, on the other hand as 

required by Applicable Law, including CFTC Regulations 37.1001 

(Recordkeeping), 1.31 and 1.35; provided that Participants or EA Trading 

Customers that are otherwise excluded or exempted from such recordkeeping 

obligations shall not be required to record or retain such communications under 

this Rule.

Rule 309, applies, in part, to the requirements of CFTC Regulation 1.35(a)(1)(i) and (iii), which 

relate to the maintenance of oral and written communications that lead to the execution of a 

transaction on TW SEF. Rule 309 applies to TW SEF, as well as, to Participants and EA 

Trading Customers. In addition, Rule 309, applies, in part, to CFTC Regulation 1.35(a)(2), 

which requires Participants and EA Trading Customers on TW SEF that are registered as a floor

trader, commodity pool operator, commodity trading advisor, swap dealer, or major swap 

participant to keep: (i) All transaction records; and (ii) All written pre-trade communications. 

Rule 505 requires that Participants maintain an appropriate Audit Trail for a front-end interface 

connected to TW SEF. Specifically, Rule 505(b) requires Participants to: 

maintain, or shall cause other third parties to whom they have provided 

connectivity to the SEF to maintain, Audit Trail data in the form and manner 

required by CFTC Regulations (including CFTC Regulation 37.205 (Audit Trail)) 

and in accordance with such additional requirements as may be established by 

the Company [which would include Rule 309].

RULE 309 AND 505 RELIEF TO PARTICIPANTS AND EA TRADING CUSTOMERS

Under normal working conditions, TW SEF understands that Participants and EA Trading 

Customers record oral communications that lead to the execution of a transaction on TW SEF 

pursuant to Rule 309. In addition, TW SEF understands that Participants and EA Trading 

Customers on TW SEF that are registered as a floor trader, commodity pool operator, 

commodity trading advisor, swap dealer, or major swap participant keep: (i) All transaction 
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records; and (ii) All written pre-trade communications pursuant to Rule 309. To the extent 

Participants and EA Trading Customers are mandated to work remotely, they may not be able 

to fully comply with the CFTC’s recordkeeping requirements and the requirements for the 

maintenance of a complete audit trail, as required by Rule 309. In order to provide reasonable 

efforts to demonstrate compliance, TW SEF recommends that Participants and EA Trading 

Customers record the trade-related details of any unrecorded conversation in a separate 

electronic communication as soon as practicable after the conversation. This record should 

include the date, time, identifying information of the persons participating, and subject matter of 

the communication as discussed in the CFTC DSIO COVID-19 Relief.2 In addition, such record 

should be collected and maintained as set forth in the CFTC DSIO COVID-19 Relief. The 

aforementioned effort is a reasonable and practical step to demonstrate compliance with Rule 

309.3

TW SEF also understands that front-end interfaces used by Participants to connect to TW SEF 

may have to be modified due to remote work conditions, thereby resulting in noncompliance 

with the complete audit trail requirements of Rule 505.

Based on the foregoing, TW SEF is providing emergency relief from certain requirements of 

Rule 309 and 505, until the later of: June 30, 2020; such time as the New York and New Jersey 

states of emergency and the National Emergency are all lifted; or such other time TW SEF 

 

2 CFTC Letter No. 20-02 provides relief to Participants that are not registered with the CFTC in any capacity from 

compliance with CFTC Regulation 1.35. Specifically, relief was provided from the “requirement to record the date 

and time by time-stamp or other timing device pursuant to Commission regulation 1.35 if the personnel responsible 

for making such record are required to be absent from their normal business site, provided that a record of the date 

and time, to the nearest minute, is otherwise created and maintained in accordance with Commission regulation 

1.35.” The relief in CFTC Letter No. 20-02 is referred to herein as the “Time-Stamp Relief.” 

CFTC Letter No. 20-06 provides relief to Participants that are registered with the CFTC as a Swap Dealer from CFTC 

Regulations 23.202 and 1.31. Specifically, CFTC Letter No. 20-06 provides the Time-Stamp Relief and relief from:

any requirement to make and keep records of oral communications pursuant to Commission 

regulation 23.202 if the personnel required to use recorded lines are required by the registrant’s 

written business continuity plan to be absent from their normal business site, provided that: (A) a 

written record of the oral communication, including date, time, identifying information of the persons 

participating, and subject matter of the communication, is created and maintained as a written 

communication in accordance with Commission regulation 23.202; and (B) the registrant takes 

affirmative steps to collect any written materials created by any affected personnel pertaining to the 

content of the oral communication, including, without limitation, handwritten notes or other 

contemporaneous or subsequently created transcripts or summaries, and maintains them in its 

required books and records pursuant to Commission regulation 1.31.

The above relief in CFTC Letter No. 20-06 is referred to as the “Oral Communications Relief.”

CFTC Letter No. 20-03 provides the Time-Stamp Relief and the Oral Communications Relief to Participants 

that are registered with the CFTC as Futures Commission Merchants and Introducing Brokers.

3

At this time, TW SEF is not providing relief from Rule 610 (Supervision). Rule 610 provides that “[a] Participant or 

EA Trading Customer shall be responsible for establishing, maintaining and administering supervisory procedures 

that are reasonably designed to ensure that its Authorized Users comply with these Rules. A Participant or EA 

Trading Customer may be held accountable for the actions of its Authorized Users.” Rule 610 permits a Participant to 

implement supervisory procedures that are reasonably designed to comply with the Rules, which would include the 

relief provided in this COVID-19 Notice.
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determines as appropriate. TW SEF will provide a notice to Participants when this emergency 

relief is lifted in accordance with Rule 412(e)(iv).

The aforementioned relief should be read in conjunction with and is intended to be consistent 

with the relief provided by DSIO to certain Participants on TW SEF.

ADMINISTRATIVE ACTIONS TO IMPLEMENT THE ABOVE RELIEF

Pursuant to the TW SEF Rules, TW SEF has taken administrative action in order to implement 

the relief described above. Specifically, Rule 412(b) provides that: 

In the event of an Emergency, the Chief Administrative Officer or any individual 

designated by the Chief Administrative Officer and approved by the Board may 

place into immediate effect a temporary emergency addition to these Rules 

which may provide for, or may authorize the Board or any committee thereof to 

undertake, actions necessary or appropriate to respond to the Emergency, 

including such actions as... (viii) modifying or suspending any provision of these 

Rules.

The relief described above has been reviewed and approved by the Board of TW SEF because, 

given the pandemic, the modification of the requirements of Rule 309 and Rule 505 are 

necessary and appropriate to respond to the pandemic (i.e., the Emergency). Further, the relief 

provided in this COVID-19 Notice will remain in effect until the later of: June 30, 2020; such time 

as the New York and New Jersey states of emergency and the National Emergency are all 

lifted; or such other time TW SEF determines as appropriate. 

In addition this COVID-19 Notice satisfies the requirements of Rule 412(e)(ii), which provides 

that:

Whenever the Company takes action pursuant to this Rule 412 to respond to an 

Emergency it will, where practicable, ensure that prompt notice is given to 

Participants. Participants shall be responsible for informing their Trading 

Customers or Client Accounts, as applicable, of such notice. The Company shall 

not be responsible or liable for a Participant’s failure to inform its Trading 

Customer or Client Account of such notice. 

Finally, as required by Rule 412(e)(iii), TW SEF has notified the Commodity Futures Trading 

Commission (“CFTC”) of this COVID-19 Notice. Specifically, TW SEF has notified the CFTC of 

its exercise of emergency action and provided an explanation of its decision-making process, 

the reasons for the use of its emergency authority, and how conflicts of interest were minimized 

in its decision-making process. 
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CONTACT INFORMATION

If you have any questions regarding the above, please do not hesitate to contact TW SEF at 

reg.compliance@tradeweb.com. In addition, Participants are reminded to advise TW SEF of 

other areas where, due to COVID-19, compliance with the TW SEF Rules is not possible or 

practicable.