17 State Street › New York, NY 10004 › cboe.com

July 1, 2022

Submitted via CFTC Portal

Office of the Secretariat 

U.S. Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street

Washington, DC 20581

Re: Submission of Cboe SEF, LLC Rule Amendment (Submission No. 22-05) 

Dear All:

Pursuant to Section 5c(c) of the Commodity Exchange Act (CEA) and Section 40.6(a) of the 

regulations of the Commodity Futures Trading Commission (Commission), Cboe SEF, LLC (Cboe

SEF) hereby submits a Cboe SEF rule amendment (Amendment) to update the following aspects 

of Cboe SEF’s governance arrangements: (1) allow for the Cboe SEF Board of Directors (Board) to 

appoint a Lead Director; (2) reference a Board Chair role; (3) amend Cboe SEF Rule 208 to provide 

that members of SEF Committees may be individually polled to vote on issues in certain 

circumstances; (4) introduce new Rule 209, addressing decisions of the Board; (5) add an 

Executive Committee; and (6) change reference from “Board of Managers” to “Board of 

Directors.” The Amendment will become effective on July 18, 2022. 

Cboe SEF Rule 202 and Section 6 of Cboe SEF’s Limited Liability Company Agreement (Operating

Agreement) each include the same provisions regarding the authority, composition, meetings, 

and other aspects relating the operation of the Board. Cboe SEF is amending Rule 202 and 

Section 6 of the Operating Agreement to provide that the Board may appoint one of the public 

directors on the Board to serve as a Lead Director. The Amendment provides that the Lead 

Director shall perform such duties and possess such powers as the Board may from time to time 

prescribe. For example, the Board may have the Lead Director lead the Board self-evaluation 

process. The Amendment also provides that the Lead Director, if appointed, shall be authorized 

to preside at meetings of the non-management directors and at meetings of the public directors 

of the Board.

Currently, pursuant to Section 6.1(b) of the Operating Agreement, Cboe SEF’s parent company 

designates one of Cboe SEF’s Directors to serve as Board Chair. The Amendment references this 

practice in new subpart (6) to Rule 202.
U.S. Commodity Futures Trading Commission

July 1, 2022

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Current Cboe SEF Rule 208(2) provides that any SEF Committee may act only by (i) the decision 

of a majority vote of the members of such SEF Committee present at that meeting at which a 

quorum is present; or (ii) by written consent. The Amendment updates Rule 208(2) to provide 

that in the alternative to these two methods, members of a SEF Committee may be individually 

polled to vote on issues (a) requiring prompt action or action prior to the next regularly scheduled 

SEF Committee meeting and (b) where the calling of a special SEF Committee meeting, in the 

opinion of the Chair of the SEF Committee, would be impractical. A poll reaching at least 50% of 

the members of the SEF Committee shall be sufficient to constitute a quorum of the SEF 

Committee and the approval of a majority of the members of the SEF Committee voting in such 

a poll shall constitute requisite SEF Committee action, even if all members of the SEF Committee

are not reached in connection with the poll. The results of any such poll shall be reported at the 

next meeting of the SEF Committee.

Section 6.1 of the Operating Agreement provides that decisions of the Board require the approval 

of a majority of the members of that Board present at a meeting. The Amendment references

this practice in new Rule 209. Cboe SEF also is amending the Rulebook (via subparts (1) and (2) 

to new Rule 209) and amending Section 6 of the Operating Agreement to provide that members 

of the Board may be individually polled to vote on issues as set forth in the preceding paragraph. 

Cboe SEF also is amending the Rulebook (via new Rule 214) and Section 6 of the Operating 

Agreement to create an Executive Committee, which consists of the Board Chair and one or more 

other members of the Board appointed by the Chair with approval of the Board. The Executive 

Committee may act on behalf of the Board during the intervals between meetings of the Board, 

when action by the Board is desirable, but the convening of a special meeting of the Board is not 

practicable. With a few exceptions, the Executive Committee shall have and may exercise the 

powers and authority of the full Board. 

Finally, Cboe SEF’s Rulebook and Operating Agreement refer to the SEF’s oversight board as the

“Board of Managers.” The Amendment changes this reference to “Board of Directors.” 

An explanation and analysis of the Amendment is attached as Exhibit A. A marked copy of the 

Rulebook, which indicates the revisions reflecting the Amendment with additions underscored 

and deletions overstruck as indicated, is attached as Exhibit B. A clean copy of the Rulebook, as 

amended by the Amendment, is attached as Exhibit C. A marked copy of Cboe SEF’s Operating 

Agreement, which indicates the revisions reflecting the Amendment with additions underscored 

and deletions overstruck as indicated, is attached as Exhibit D.

Cboe SEF believes that the Amendment is consistent with Swap Execution Facility (SEF) Core 

Principle 2 (Compliance with Rules) under Section 5h of the CEA. The Amendment refines the

rules governing the operation of the facility by updating Cboe SEF’s governance arrangements.

In addition, the Amendment is consistent with SEF Core Principle 12 (Conflicts of Interest) in that 

the Amendment enables the Board to appoint a public director to lead executive sessions of the 
U.S. Commodity Futures Trading Commission

July 1, 2022

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Board without management directors present to allow for discussion of matters by public 

directors and any other non-management directors and to otherwise act as a lead public director 

within Cboe SEF’s governance processes.

Cboe SEF certifies that the Rule Amendment complies with the CEA and the Commission’s 

regulations. Cboe SEF further certifies that this submission has been concurrently posted on its

website at http://markets.cboe.com/global/fx/sef/resources/. No substantive opposing views 

were expressed with respect to the Rule Amendment. 

If you have any questions regarding this submission, please contact me at (312) 786-7153 or 

mmargolis@cboe.com. 

Sincerely, 

/s/ Michael H. Margolis 

Michael H. Margolis

Assistant General Counsel

Cboe SEF, LLC

Attachments 
Cboe SEF, LLC

Submission No. 22-05

A-1

Exhibit A

Explanation and Analysis of Cboe SEF, LLC Rule Changes

The following is an explanation and analysis of the proposed Rule Amendments which includes the core 

principles and Commission regulations thereunder. 

Rule Number or 

Definition

Explanation of Amendment(s)

Applicable Core 

Principle and 

Commission 

Regulation

Chapter 1, “Board,” 

“Chair of the Board,” 

“Executive 

Committee,” and “Lead 

Director” Definitions

Adds newly defined terms “Chair of the Board,” 

“Executive Committee,” and “Lead Director.” 

Updates term “Board.”

Core Principle 2

Regulation 37.200 (c)

Regulation 37.201 (a)

Rule 202(6) References process by which Cboe SEF’s parent 

company designates one of Cboe SEF’s Directors 

to serve as Board Chair. 

Core Principle 2

Regulation 37.200 (c)

Regulation 37.201 (a)

Rule 202(7) Provides that the Board may appoint a Public 

Director to serve as the “Lead Director” of the 

Cboe SEF Board. 

Core Principle 2

Core Principle 12

Regulation 37.200 (c)

Regulation 37.201 (a)

Regulation 37.1200

Rule 208(2) Provides that members of SEF Committees may 

be individually polled to vote on issues in certain 

circumstances.

Core Principle 2

Regulation 37.200 (c)

Regulation 37.201 (a)

Rule 209 Provides Board decisions require the approval of 

a majority of the members of that Board present 

at a meeting or alternatively, via written consent 

or individually polling. 

Core Principle 2

Regulation 37.200 (c)

Regulation 37.201 (a)

Rule 214 Creates the Executive Committee of the Board. Core Principle 2

Regulation 37.200 (c)

Regulation 37.201 (a)
Cboe SEF, LLC

Submission No. 22-05

B-1

EXHIBIT B

Marked copy of Rulebook reflecting proposed Rule Amendments
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CHAPTER 1		 DEFINED TERMS

“Affected Person” shall have the meaning set forth in SEF Rule 313.  

“Answer” shall mean a written pleading served by a Respondent in a Disciplinary Proceeding that meets

the requirements of SEF Rule 719.

“API” shall have the meaning set forth in SEF Rule 505(1).

“Appeal Panel” shall have the meaning set forth in SEF Rule 217.

“Applicant” shall have the meaning set forth in SEF Rule 309.

“Application” shall have the meaning set forth in SEF Rule 309.

“Authorized Representative” shall have the meaning set forth in SEF Rule 314.

“Authorized Trader” shall mean a natural person that has been designated by a Participant to be an

Authorized Trader pursuant to the SEF Rules and who has been approved as such by the SEF.

“Bilateral Settlement Limits” shall mean the trading parameters, including, without limitation, the

permissible Products, currency pairs, Tenors, net open settlement or position limits and any other limits

established by a Prime Broker or a Principal Trading Firm with respect to Transactions entered into

between (a) such Prime Broker (by its Trading Firms on its behalf) or Principal Trading Firm, and (b)

other Prime Brokers or Principal Trading Firms.

“Block Trade” shall have the meaning set forth in SEF Rule 515.

“BMF” shall have the meaning set forth in SEF Rule 1001.

“Board” shall mean the Board of ManagersDirectors of the SEF.  

“Business Conduct Committee” shall be the “disciplinary committee” referenced in CFTC Regulation

1.69, and is constituted in accordance with, and with the authority and rights set forth or referred to in,

SEF Rule 217.  

“Business Conduct Committee Panel” shall have the meaning set forth in SEF Rule 217(2).

“Cboe Options” shall mean Cboe Options Exchange Inc., a Delaware corporation (including its

successors).

“CEA” shall mean the Commodity Exchange Act.  

“CFTC” shall mean the United States Commodity Futures Trading Commission.  
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“Chair of the Board” shall have the meaning set forth in SEF Rule 202(6).

“Chief Executive Officer” shall mean the individual appointed by the Board as the SEF’s chief executive

officer.  

“Chief Compliance Officer” shall mean the individual appointed by the Board as the SEF’s chief

compliance officer.

“Chief Regulatory Officer” shall mean the individual appointed by the Board as the SEF’s chief regulatory

officer.

“Compliance Department” shall mean the compliance department of the SEF as constituted from time

to time and which is charged with overseeing all compliance duties and obligations of the SEF.   

“Compliance Officer” shall mean an employee of a Participant designated by the Participant to liaise

with the SEF on all matters relating to compliance.

“Contract” means a contract in respect of a Product in respect of which a Participant may enter into a

Transaction on the SEF, as more fully set forth in SEF Rule 505(6).

“Counterparty Master Agreement” shall have the meaning set forth in SEF Rule 526.

“Credit Limits” shall mean PB Credit Limits or Bilateral Settlement Limits, as applicable.

“CTI Code” shall have the meaning set forth in SEF Rule 513.

“Deliberating Body” shall have the meaning set forth in SEF Rule 206.

“Designated Operational Contact” shall mean a natural person that is an employee of a Participant

designated by such Participant (subject to the SEF’s approval) in accordance with SEF Rule 314 to liaise

with the SEF for the purposes of on‐boarding such Participant onto the SEF and to perform other

operational duties.

“Director” shall mean any manager of the Board.  

“Disciplinary Offense” shall mean “disciplinary offense” as defined in CFTC Regulation 1.63(a)(6).   

“Disciplinary Proceeding” shall mean an inquiry, investigation, disciplinary proceeding, appeal from a

disciplinary proceeding, Summary Proceeding or appeal from a Summary Proceeding conducted

pursuant to Chapter 7 of the SEF Rules.  

“ECP” shall mean an eligible contract participant as defined in Section 1a(18) of the CEA.
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“Emergency” shall mean any occurrence or circumstance which, in the opinion of the Board or its

designee authorized pursuant to SEF Rule 203, or as indicated to the SEF by the CFTC, requires

immediate action to maintain markets with fair and orderly trading and to prevent or address

manipulation or disruptive trading practices, whether the need for intervention arises exclusively from

such occurrence or circumstance only involving the SEF’s market or as part of a coordinated, cross‐

market intervention including, without limitation, the following:

a) any circumstance that may materially affect trading on the SEF or the SEF’s market, including

the bankruptcy or insolvency of a Participant;

b) any action taken by any United States or foreign regulatory, self‐regulatory, judicial, arbitral, or

governmental (whether national, state or municipal) or quasi‐governmental authority, or any

agency, department, instrumentality, or sub‐division thereof; or other Person exercising or

entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing

authority or power; or any other swap execution facility, designated contract market, board of

trade, clearinghouse, security‐based swap execution facility or other exchange or trade

association (foreign or domestic) that may have a direct impact on trading on the SEF, the

settlement or enforceability of any Transactions conducted on the SEF, or the SEF’s market;

c) any actual, attempted or threatened corner, squeeze, congestion, manipulative activity or

undue concentration of positions on the SEF or in the SEF’s market;

d) any circumstance that may have a severe, adverse effect upon the physical operations and

facilities of the SEF including, without limitation, fire or other casualty, flood or other natural

disaster, bomb threat, act of terrorism or war, other loss of or interruption of essential services

such as power, computer failure or malfunction, communications failure, or disruption in

transportation; and

e) any other unusual, unforeseeable or adverse circumstances as determined by the SEF.  

“Emergency Rules” shall have the meaning set forth in SEF Rule 203.   

“EMTA Definitions” shall have the meaning set forth in Footnote 1 of SEF Rule 1001.

“End‐of‐Month” shall have the meaning set forth in SEF Rule 1001.

“Executive Committee” shall have the meaning set forth in SEF Rule 214.  

“GTT Order” shall have the meaning set forth in SEF Rule 505(1).

“Fair Trade Range” shall have the meaning set forth in SEF Rule 510.

“Family Relationship” of a natural person shall mean a relationship between such person and such

person’s immediate family (i.e. spouse, parent, child, siblings).  
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“Final Decision” shall mean any decision of: (a) a self‐regulatory organization (including the SEF) which

cannot be further appealed within the self‐regulatory organization, is not subject to a stay of the CFTC or

SEC or a court of competent jurisdiction and has not been reversed by the CFTC, SEC, or any court of

competent jurisdiction; or (b) an administrative law judge, a court of competent jurisdiction, the CFTC,

or the SEC which has not been stayed or reversed.  

“Following Business Day Convention” shall have the meaning set forth in SEF Rule 1001.

“Forward Rate” shall have the meaning set forth in SEF Rule 1001.

“Full Amount Platform” shall have the meaning set forth in SEF Rule 506(2)(b).

“GUI” shall have the meaning set forth in SEF Rule 505(1).

“Hearing Panel” shall have the meaning set forth in SEF Rule 217.

“Iceberg Order” shall have the meaning set forth in SEF Rule 505(1).

“IMM” shall have the meaning set forth in SEF Rule 1001.

“Immediate or Cancel Order” or “IOC” shall have the meaning set forth in SEF Rule 505(1).

“Interested Person” shall have the meaning set forth in SEF Rule 206.  

“Investigative Report” shall have the meaning set forth in SEF Rule 716.

“ISDA FX Cash Rule” shall mean the tie‐breaker logic developed by the International Swaps and

Derivatives Association (ISDA) and adopted by the industry to determine which party to a Transaction

will fulfil certain obligations under global trade reporting requirements.  In respect of NDFs when both

counterparties to a Transaction are of the same category of market participant (for example, are both

Swap Dealers), the ISDA FX Cash Rule provides a matrix to determine which counterparty should be the

reporting counterparty.  In the event that both counterparties are Swap Dealers, the ISDA FX Cash Rule

provides that the reporting counterparty shall be the counterparty selling the currency that occurs first

in the 26‐letter English alphabet.

“ISV” shall have the meaning set forth in SEF Rule 321.  

“Lead Director” shall have the meaning set forth in SEF Rule 202(7).

“Legal Entity Identifier” has the meaning set forth in Part 45 of the CFTC Regulations.

“Letter of Warning” has the meaning set forth in SEF Rule 726.

“Limit Order” shall have the meaning set forth in SEF Rule 505(1).
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CHAPTER 2		 GOVERNANCE AND COMMITTEES

Rule 201. Governance

The SEF is a Delaware limited liability company and its Limited Liability Company Agreement (“Operating

Agreement”) governs the management and operations of the SEF.  

Rule 202. Board			

1. Cboe FX Holdings, LLC, the sole member of the SEF, has vested the power to manage, operate

and set policies for the SEF exclusively in the Board.  The Board shall oversee the operation of

the SEF and shall have the authority to review, call for review, amend, suspend or overrule the

decisions and actions of any SEF Committee.  Without limiting the generality of the foregoing,

the Board shall have the power to: (a) adopt, amend, implement and repeal SEF Rules, not

contrary to applicable law or the Operating Agreement, that in the Board’s judgment promotes

the best interests of the SEF, and (b) make interpretations of the SEF Rules, which shall be

binding on all Persons subject to the jurisdiction of the SEF.  

2. Each Director shall be appointed in accordance with the Operating Agreement and shall serve

until his or her successor is duly appointed, or until his or her earlier resignation or removal,

with or without cause.

3. Directors, including Public Directors, shall be of sufficiently good repute, and where applicable,

have sufficient expertise in financial services.

4. Directors shall satisfy all fitness standards imposed by the CEA and CFTC regulations, including

those set forth in SEF Rule 205.

5. The Board shall be composed of at least 35% Public Directors who have been determined on the

record to have no Material Relationship with the SEF.

6. Cboe FX Holdings, LLC shall designate one of the Directors to serve as a Chair of the Board, who

shall hold office until his or her successor is appointed and qualified or until his or her earlier

resignation or removal.

7. The Board may appoint one of the Public Directors to serve as the “Lead Director.” The Lead

Director shall perform such duties and possess such powers as the Board may from time to time

prescribe. The Lead Director, if appointed, shall be authorized to preside at meetings of the non‐

management Directors and at meetings of the Public Directors of the Board.

6.8. Except as otherwise provided by the Delaware Limited Liability Company Act, neither

Cboe FX Holdings, LLC, solely by reason of its being the sole member of the SEF, nor any

director, officer, employee or agent of the SEF, solely by acting in such capacity, shall be

personally liable for any expenses, liabilities, debts or obligations of the SEF, whether arising in

contact, tort or otherwise.
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b. the Deliberating Body determines that the participation by the Interested Person would

be consistent with the public interest; and  

c. a majority of the members of the Deliberating Body that are not Interested Persons with

respect to the matter vote to allow the Interested Person to participate in the

deliberations on the Self‐Regulatory Action.

5. If, pursuant to SEF Rule 206(4), a determination is made that an Interested Person may

participate in deliberations, then the minutes of the meeting of the Deliberating Body will reflect

the determination and the reasons for the determination.

6. If all of the members of the Deliberating Body are Interested Persons with respect to a matter

subject to a vote by the Deliberating Body, then the Chief Executive Officer will appoint a panel

of individuals who are not Interested Persons with respect to such matter, which will have the

same authority and powers over such matter that the Deliberating Body would have if the

members thereof were not Interested Persons with respect to such matter.   

Rule 207. Disclosure or Use of Material, Non‐Public Information		

No Director or member of a SEF Committee shall use or disclose material, non‐public information for

any purpose other than the performance of his or her official duties and responsibilities as a Director or

member of such SEF Committee.  No Director or member of a SEF Committee shall, directly or indirectly,

disclose or use at any time, either during his or her association with the SEF or thereafter, any material,

non‐public information of which a Director or member of such SEF Committee becomes aware except

when reporting to or at the direction of the Board, when requested by a governmental agency or when

compelled to testify at any judicial or administrative proceeding.  Each Director or member of a SEF

Committee in possession of material, non‐public information shall take all appropriate steps to

safeguard the information and to protect it against disclosure, misuse, espionage, loss and theft.   

Rule 208. SEF Committees			

1. The SEF shall have such SEF Committees and special SEF Committees that the Board may deem,

from time to time, necessary for the operations of the SEF and appointed in accordance with the

SEF Rules.  For the avoidance of doubt, all references to a “SEF Committee” shall include any

panel appointed by a SEF Committee.   

2. A majority of the members of a SEF Committee shall constitute a quorum for the transaction of

business at any meeting of such SEF Committee, provided that if less than a majority of SEF

Committee members is present, those present may adjourn the meeting to another time and

place.  Any SEF Committee may act only by (i) the decision of The vote of a majority vote of the

members of any such SEF Committee presentvoting at thata meeting at which a quorum is

present; or (ii)  shall be the act of such SEF Committee.  Alternatively, each such SEF Committee

may act without a meeting in either of the following ways:  

a. The SEF Committee may act without a meeting by written consent.  of a majority of its

members.  
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a.b. The members of the SEF Committee may be individually polled to vote on issues

(i) requiring prompt action or action prior to the next regularly scheduled meeting of the

SEF Committee and (ii) where the calling of a special meeting of the SEF Committee, in

the opinion of the Chair of the SEF Committee, would be impractical.  Any such poll may

be conducted by telephone, by means of electronic transmission, and/or in person.  An

attempt shall be made to contact each member of the committee in any such poll.  A

poll reaching at least 50% of the members of the SEF Committee shall be sufficient to

constitute a quorum of the SEF Committee and the approval of a majority of the

members of the SEF Committee voting in such a poll shall constitute requisite

committee action, even if all members of the SEF Committee are not reached in

connection with the poll.  The results of any such poll shall be reported at the next

meeting of the SEF Committee.  

2.3. All SEF Committee decisions shall be reported to the Board for final approval.  Except as

otherwise provided in the SEF Rules, the Board shall have the authority to overrule the decision

of any SEF Committee.

Rule 209. ReservedDecisions of the Board.		

Decisions of the Board shall require the approval of a majority of the members of the Board voting at a

meeting; provided that should the Board be unable to render a decision due to a tie in the vote, then

Cboe FX Holdings, LLC, as the sole limited liability company member of the SEF, may make the decision

in lieu of the Board. The Board also may make decisions, without holding a meeting, in either of the

following ways:

1. The Board may make decisions by written consent of all of the members of the Board. Any such

written consent may be executed in any number of counterparts, each such counterpart being

deemed to be an original instrument, and all such counterparts together constituting the same

consent. Written consent also may be transmitted by means of “electronic transmission” as

described in the Delaware LLC Act.

2. The members of the Board may be individually polled to vote on issues (i) requiring prompt

action or action prior to the next regularly scheduled Board meeting and (ii) where the calling of

a special Board meeting, in the opinion of the Chair of the Board, would be impractical.  Any

such poll may be conducted by telephone, by means of electronic transmission, and/or in

person. An attempt shall be made to contact each Board member in any such poll.  A poll

reaching at least 50% of the members of the Board shall be sufficient to constitute a quorum of

the Board and the approval of a majority of the members of the Board voting in such a poll shall

constitute requisite Board action, even if all Board members are not reached in connection with

the poll.  The results of any such poll shall be reported at the next meeting of the Board. The

Board may establish such other rules and procedures not inconsistent with the foregoing for its

deliberations as it may deem necessary or desirable.
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Rule 210. Reserved		

Rule 211. Reserved			

Rule 212. Reserved		

Rule 213. Reserved		

Rule 214. ReservedExecutive Committee

The Executive Committee shall consist of the Chair of the Board and one or more other members of the

Board appointed by the Chair of the Board with the approval of the Board. At least thirty‐five percent of

the directors on the Executive Committee shall be Public Directors. The Chair of the Board shall be the

Chair of the Executive Committee. The Executive Committee shall have and may exercise all of the

powers and authority of the Board in the management of the business and affairs of the SEF, except that

it shall not have any power or authority to amend the certificate of formation of the Company or the

Operating Agreement, adopt any agreement of merger or consolidation, approve the sale, lease or

exchange of all or substantially all of the SEF’s property and assets or approve the dissolution of the SEF

or a revocation of a dissolution.

Rule 215. Participation Committee

1. The Participation Committee shall consist of at least two (2) Public Directors appointed by the

Board.  All members of the Participation Committee shall be Public Directors.  The Board shall

designate one of the members of the Participation Committee as the Chairperson of the

Participation Committee.   

2. Members of the Participation Committee shall each serve a one‐year term to which he or she is

appointed, and until the appointment of a successor, or until his or her earlier resignation or

removal as a member of the Participation Committee; provided, however, that any member of

the Participation Committee who does not qualify to act as such under any final governance

rules adopted by the CFTC shall cease to be a member of the Participation Committee upon the

appointment of a qualifying successor.  A member of the Participation Committee may serve for

multiple terms.  

3. The Participation Committee shall (i) determine the standards and requirements for initial and

continuing eligibility for participation on the SEF and (ii) review appeals of staff denials of

participation applications.

Rule 216. Regulatory Oversight Committee

1. The Regulatory Oversight Committee shall consist of at least two (2) members, all of whom shall

be Public Directors, appointed by the Board or such other number of members as the Board

shall determine is necessary to comply with any final governance rules adopted by the CFTC.  

The Board shall delegate sufficient authority, dedicate sufficient resources, and allow sufficient

time for the Regulatory Oversight Committee to fulfill its mandate.  The Regulatory Oversight
Cboe SEF, LLC

Submission No. 22-05

C-1

EXHIBIT C

Rulebook, as amended by proposed Rule Amendments
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CBOE SEF, LLC

RULEBOOK 

Effective July 18, 2022
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Table of Contents

CHAPTER 1 DEFINED TERMS .................................................................................................................... 1

CHAPTER 2 GOVERNANCE AND COMMITTEES ...................................................................................... 11

Rule 201. Governance .................................................................................................................................................11

Rule 202. Board .............................................................................................................................................................11

Rule 203. Emergency Authority..............................................................................................................................12

Rule 204. Officers ..........................................................................................................................................................13

Rule 205. Disqualifications of Board and Committee Members................................................................13

Rule 206. Conflicts of Interest..................................................................................................................................14

Rule 207. Disclosure or Use of Material, Non-Public Information............................................................15

Rule 208. SEF Committees ........................................................................................................................................15

Rule 209. Decisions of the Board............................................................................................................................16

Rule 210. Reserved.......................................................................................................................................................17

Rule 211. Reserved.......................................................................................................................................................17

Rule 212. Reserved.......................................................................................................................................................17

Rule 213. Reserved.......................................................................................................................................................17

Rule 214. Executive Committee ..............................................................................................................................17

Rule 215. Participation Committee........................................................................................................................17

Rule 216. Regulatory Oversight Committee.......................................................................................................17

Rule 217. Business Conduct Committee..............................................................................................................18

Rule 218. Communications Regarding Regulatory Matters ........................................................................19

CHAPTER 3 APPLICATIONS FOR PARTICIPANT STATUS.......................................................................... 20

Rule 301. Reserved.......................................................................................................................................................20

Rule 302. Participant Status and Categories of Participants.......................................................................20

Rule 303. Jurisdiction..................................................................................................................................................20

Rule 304. Trading Privileges ....................................................................................................................................20

Rule 305. Trading Privileges by Participant Category...................................................................................20

Rule 306. Restrictions on Trading Privileges ....................................................................................................21

Rule 307. Eligibility ......................................................................................................................................................21

Rule 308. Additional Eligibility Requirements by Participant Category................................................22
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Rule 309. Participant Application Process .........................................................................................................22

Rule 310. Authorized Traders..................................................................................................................................23

Rule 311. Access to the SEF by Authorized Traders.......................................................................................25

Rule 312. Suspension and Termination of Participant Status....................................................................25

Rule 313. Process for Review of Denial or Change in Participant Status...............................................25

Rule 314. Participant Representatives.................................................................................................................26

Rule 315. Notices to Participants ...........................................................................................................................27

Rule 316. Communications between the SEF and Participants .................................................................28

Rule 317. Fees and Assessments ............................................................................................................................28

Rule 318. Market Maker Program..........................................................................................................................28

Rule 319. Withdrawal of a Participant.................................................................................................................29

Rule 320. Continuing Jurisdiction ..........................................................................................................................29

Rule 321. Independent Software Vendors..........................................................................................................29

Rule 322. Reserved.......................................................................................................................................................30

Rule 323. Reserved.......................................................................................................................................................30

Rule 324. Impartial Access to the SEF..................................................................................................................30

CHAPTER 4 PARTICIPANT OBLIGATIONS................................................................................................ 31

Rule 401. Payment of Fees and Assessments....................................................................................................31

Rule 402. Compliance with SEF Rules ..................................................................................................................31

Rule 403. Supervision .................................................................................................................................................31

Rule 404. Required Records .....................................................................................................................................31

Rule 405. Disclosure and Reporting......................................................................................................................32

Rule 406. System Security.........................................................................................................................................32

Rule 407. Reserved.......................................................................................................................................................33

Rule 408. Reserved.......................................................................................................................................................33

Rule 409. Disaster Recovery; Business Continuity .........................................................................................33

Rule 410. Mandatory Trading..................................................................................................................................33

CHAPTER 5 TRADING PRACTICES AND SDR REPORTING........................................................................ 34

Rule 501. Scope..............................................................................................................................................................34

Rule 502. Trading Day and Trading Hours.........................................................................................................34

Rule 503. Publication of Trading Information ..................................................................................................34
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Rule 504. Order Entry on the SEF ..........................................................................................................................34

Rule 505. Entry of Orders on the SEF’s Order Book .......................................................................................35

Rule 506. Liquidity Configuration; Platforms and Functionalities...........................................................41

Rule 507. Modification and Cancellation of Orders ........................................................................................42

Rule 508. Market Information .................................................................................................................................43

Rule 509. Real-Time Market Monitoring.............................................................................................................43

Rule 510. Error Trades; Off-Market Transactions; Breach of PB Credit Limits ..................................43

Rule 511. Price Limits .................................................................................................................................................46

Rule 512. Limitation of Liability and Prohibition on Claims.......................................................................46

Rule 513. Indemnification by the SEF...................................................................................................................48

Rule 514. Customer Type Indicator Codes .........................................................................................................49

Rule 515. Block Trades ...............................................................................................................................................49

Rule 516. SDR Reporting............................................................................................................................................50

Rule 517. Position Limits...........................................................................................................................................50

Rule 518. Position Limit Exemptions....................................................................................................................50

Rule 519. Position Accountability ..........................................................................................................................51

Rule 520. Pre-Execution Order Screening ..........................................................................................................51

Rule 521. Post-Trade Name Give-Up Prohibition............................................................................................51

Rule 522. Reserved.......................................................................................................................................................52

Rule 523. Reserved.......................................................................................................................................................52

Rule 524. Reserved.......................................................................................................................................................52

Rule 525. Legal Certainty of Transactions..........................................................................................................52

Rule 526. Written Record of Transactions .........................................................................................................52

Rule 527. Product Specifications ............................................................................................................................53

CHAPTER 6 RESERVED................................................................................................................................. 54

Rule 601. Reserved.......................................................................................................................................................54

Rule 602. Reserved.......................................................................................................................................................54

Rule 603. Reserved.......................................................................................................................................................54

Rule 604. Reserved.......................................................................................................................................................54

Rule 605. Reserved.......................................................................................................................................................54

Rule 606. Reserved.......................................................................................................................................................54
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Rule 607. Reserved.......................................................................................................................................................54

CHAPTER 7 BUSINESS CONDUCT ........................................................................................................... 55

Rule 701. General..........................................................................................................................................................55

Rule 702. Inquiries and Investigations ................................................................................................................55

Rule 703. Services Agreement with Regulatory Services Provider..........................................................55

Rule 704. Business Conduct Committee Conflicts...........................................................................................55

Rule 705. Confidentiality ...........................................................................................................................................56

Rule 706. Rule Violations...........................................................................................................................................56

Rule 707. Disciplinary Proceedings and Summary Proceedings...............................................................58

Rule 708. Service of Documents..............................................................................................................................58

Rule 709. Representation ..........................................................................................................................................58

Rule 710. Prohibited Activities................................................................................................................................58

Rule 711. Ex Parte Communications.....................................................................................................................58

Rule 712. Testimony and Production of Documents......................................................................................59

Rule 713. Reserved.......................................................................................................................................................59

Rule 714. Authority of the Chief Compliance Officer, the Compliance Department, the Chief 

Regulatory Officer and the Regulatory Division ..................................................................................................59

Rule 715. Obligations of Participants ...................................................................................................................60

Rule 716. Investigative Reports ..............................................................................................................................60

Rule 717. Review of Investigative Reports by the Chief Regulatory Officer.........................................61

Rule 718. Statement of Charges ..............................................................................................................................62

Rule 719. Answer ..........................................................................................................................................................62

Rule 720. Procedures ..................................................................................................................................................62

Rule 721. Hearing Procedures.................................................................................................................................64

Rule 722. Decision of the Hearing Panel..............................................................................................................64

Rule 723. Offers of Settlement.................................................................................................................................65

Rule 724. Appeals..........................................................................................................................................................66

Rule 725. Decision of the Appeal Panel................................................................................................................67

Rule 726. Imposition of Summary Fines .............................................................................................................68

Rule 727. Summary Proceedings............................................................................................................................68

Rule 728. Sanctions ......................................................................................................................................................69
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Rule 729. Rights and Responsibilities after Suspension or Termination ..............................................70

Rule 730. Notice of Final Decision..........................................................................................................................71

CHAPTER 8 ARBITRATION ...................................................................................................................... 72

Rule 801. Disputes Subject to Arbitration ..........................................................................................................72

Rule 802. NFA’s Code of Arbitration .....................................................................................................................72

Rule 803. Appropriateness; Incorporation by Reference.............................................................................72

Rule 804. Reserved.......................................................................................................................................................73

Rule 805. Reserved.......................................................................................................................................................73

Rule 806. Reserved.......................................................................................................................................................73

Rule 807. Reserved.......................................................................................................................................................73

Rule 808. Reserved.......................................................................................................................................................73

Rule 809. Reserved.......................................................................................................................................................73

Rule 810. Reserved.......................................................................................................................................................73

Rule 811. Reserved.......................................................................................................................................................73

Rule 812. Reserved.......................................................................................................................................................73

CHAPTER 9 MISCELLANEOUS ................................................................................................................. 74

Rule 901. Market Data.................................................................................................................................................74

Rule 902. SEF Employees...........................................................................................................................................75

Rule 903. Information Sharing Agreements ......................................................................................................76

Rule 904. Recording of Communications............................................................................................................77

Rule 905. Books and Records...................................................................................................................................77

Rule 906. Service Agreement with Technology Services Provider ..........................................................77

Rule 907. Governing Law...........................................................................................................................................77

Rule 908. SEF Disaster Recovery, Business Continuity and Risk Oversight.........................................77

Rule 909. Reserved.......................................................................................................................................................78

Rule 910. Prohibited Use of Data Collected for Regulatory Purposes.....................................................78

CHAPTER 10 PRODUCT SPECIFICATIONS ................................................................................................. 79

Rule 1001. Non-Deliverable Forwards ...................................................................................................................79
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CHAPTER 1 DEFINED TERMS

“Affected Person” shall have the meaning set forth in SEF Rule 313. 

“Answer” shall mean a written pleading served by a Respondent in a Disciplinary Proceeding that meets 

the requirements of SEF Rule 719.

“API” shall have the meaning set forth in SEF Rule 505(1).

“Appeal Panel” shall have the meaning set forth in SEF Rule 217.

“Applicant” shall have the meaning set forth in SEF Rule 309.

“Application” shall have the meaning set forth in SEF Rule 309.

“Authorized Representative” shall have the meaning set forth in SEF Rule 314.

“Authorized Trader” shall mean a natural person that has been designated by a Participant to be an 

Authorized Trader pursuant to the SEF Rules and who has been approved as such by the SEF. 

“Bilateral Settlement Limits” shall mean the trading parameters, including, without limitation, the 

permissible Products, currency pairs, Tenors, net open settlement or position limits and any other limits 

established by a Prime Broker or a Principal Trading Firm with respect to Transactions entered into 

between (a) such Prime Broker (by its Trading Firms on its behalf) or Principal Trading Firm, and (b) 

other Prime Brokers or Principal Trading Firms.

“Block Trade” shall have the meaning set forth in SEF Rule 515.

“BMF” shall have the meaning set forth in SEF Rule 1001.

“Board” shall mean the Board of Directors of the SEF. 

“Business Conduct Committee” shall be the “disciplinary committee” referenced in CFTC Regulation 

1.69, and is constituted in accordance with, and with the authority and rights set forth or referred to in, 

SEF Rule 217. 

“Business Conduct Committee Panel” shall have the meaning set forth in SEF Rule 217(2).

“Cboe Options” shall mean Cboe Options Exchange Inc., a Delaware corporation (including its 

successors).

“CEA” shall mean the Commodity Exchange Act. 

“CFTC” shall mean the United States Commodity Futures Trading Commission. 
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“Chair of the Board” shall have the meaning set forth in SEF Rule 202(6).

“Chief Executive Officer” shall mean the individual appointed by the Board as the SEF’s chief executive 

officer. 

“Chief Compliance Officer” shall mean the individual appointed by the Board as the SEF’s chief 

compliance officer.

“Chief Regulatory Officer” shall mean the individual appointed by the Board as the SEF’s chief regulatory 

officer.

“Compliance Department” shall mean the compliance department of the SEF as constituted from time 

to time and which is charged with overseeing all compliance duties and obligations of the SEF. 

“Compliance Officer” shall mean an employee of a Participant designated by the Participant to liaise 

with the SEF on all matters relating to compliance.

“Contract” means a contract in respect of a Product in respect of which a Participant may enter into a 

Transaction on the SEF, as more fully set forth in SEF Rule 505(6). 

“Counterparty Master Agreement” shall have the meaning set forth in SEF Rule 526.

“Credit Limits” shall mean PB Credit Limits or Bilateral Settlement Limits, as applicable. 

“CTI Code” shall have the meaning set forth in SEF Rule 513.

“Deliberating Body” shall have the meaning set forth in SEF Rule 206. 

“Designated Operational Contact” shall mean a natural person that is an employee of a Participant 

designated by such Participant (subject to the SEF’s approval) in accordance with SEF Rule 314 to liaise 

with the SEF for the purposes of on-boarding such Participant onto the SEF and to perform other 

operational duties.

“Director” shall mean any manager of the Board. 

“Disciplinary Offense” shall mean “disciplinary offense” as defined in CFTC Regulation 1.63(a)(6). 

“Disciplinary Proceeding” shall mean an inquiry, investigation, disciplinary proceeding, appeal from a 

disciplinary proceeding, Summary Proceeding or appeal from a Summary Proceeding conducted 

pursuant to Chapter 7 of the SEF Rules. 

“ECP” shall mean an eligible contract participant as defined in Section 1a(18) of the CEA. 
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“Emergency” shall mean any occurrence or circumstance which, in the opinion of the Board or its 

designee authorized pursuant to SEF Rule 203, or as indicated to the SEF by the CFTC, requires 

immediate action to maintain markets with fair and orderly trading and to prevent or address 

manipulation or disruptive trading practices, whether the need for intervention arises exclusively from 

such occurrence or circumstance only involving the SEF’s market or as part of a coordinated, crossmarket intervention including, without limitation, the following:

a) any circumstance that may materially affect trading on the SEF or the SEF’s market, including 

the bankruptcy or insolvency of a Participant; 

b) any action taken by any United States or foreign regulatory, self-regulatory, judicial, arbitral, or 

governmental (whether national, state or municipal) or quasi-governmental authority, or any 

agency, department, instrumentality, or sub-division thereof; or other Person exercising or 

entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing 

authority or power; or any other swap execution facility, designated contract market, board of 

trade, clearinghouse, security-based swap execution facility or other exchange or trade 

association (foreign or domestic) that may have a direct impact on trading on the SEF, the 

settlement or enforceability of any Transactions conducted on the SEF, or the SEF’s market; 

c) any actual, attempted or threatened corner, squeeze, congestion, manipulative activity or 

undue concentration of positions on the SEF or in the SEF’s market; 

d) any circumstance that may have a severe, adverse effect upon the physical operations and 

facilities of the SEF including, without limitation, fire or other casualty, flood or other natural 

disaster, bomb threat, act of terrorism or war, other loss of or interruption of essential services 

such as power, computer failure or malfunction, communications failure, or disruption in 

transportation; and

e) any other unusual, unforeseeable or adverse circumstances as determined by the SEF. 

“Emergency Rules” shall have the meaning set forth in SEF Rule 203. 

“EMTA Definitions” shall have the meaning set forth in Footnote 1 of SEF Rule 1001.

“End-of-Month” shall have the meaning set forth in SEF Rule 1001.

“Executive Committee” shall have the meaning set forth in SEF Rule 214. 

“GTT Order” shall have the meaning set forth in SEF Rule 505(1).

“Fair Trade Range” shall have the meaning set forth in SEF Rule 510.

“Family Relationship” of a natural person shall mean a relationship between such person and such 

person’s immediate family (i.e. spouse, parent, child, siblings). 
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“Final Decision” shall mean any decision of: (a) a self-regulatory organization (including the SEF) which 

cannot be further appealed within the self-regulatory organization, is not subject to a stay of the CFTC or 

SEC or a court of competent jurisdiction and has not been reversed by the CFTC, SEC, or any court of 

competent jurisdiction; or (b) an administrative law judge, a court of competent jurisdiction, the CFTC, 

or the SEC which has not been stayed or reversed. 

“Following Business Day Convention” shall have the meaning set forth in SEF Rule 1001. 

“Forward Rate” shall have the meaning set forth in SEF Rule 1001. 

“Full Amount Platform” shall have the meaning set forth in SEF Rule 506(2)(b).

“GUI” shall have the meaning set forth in SEF Rule 505(1).

“Hearing Panel” shall have the meaning set forth in SEF Rule 217.

“Iceberg Order” shall have the meaning set forth in SEF Rule 505(1).

“IMM” shall have the meaning set forth in SEF Rule 1001.

“Immediate or Cancel Order” or “IOC” shall have the meaning set forth in SEF Rule 505(1).

“Interested Person” shall have the meaning set forth in SEF Rule 206. 

“Investigative Report” shall have the meaning set forth in SEF Rule 716. 

“ISDA FX Cash Rule” shall mean the tie-breaker logic developed by the International Swaps and 

Derivatives Association (ISDA) and adopted by the industry to determine which party to a Transaction 

will fulfil certain obligations under global trade reporting requirements. In respect of NDFs when both 

counterparties to a Transaction are of the same category of market participant (for example, are both 

Swap Dealers), the ISDA FX Cash Rule provides a matrix to determine which counterparty should be the 

reporting counterparty. In the event that both counterparties are Swap Dealers, the ISDA FX Cash Rule 

provides that the reporting counterparty shall be the counterparty selling the currency that occurs first 

in the 26-letter English alphabet.

“ISV” shall have the meaning set forth in SEF Rule 321. 

“Lead Director” shall have the meaning set forth in SEF Rule 202(7).

“Legal Entity Identifier” has the meaning set forth in Part 45 of the CFTC Regulations.

“Letter of Warning” has the meaning set forth in SEF Rule 726.

“Limit Order” shall have the meaning set forth in SEF Rule 505(1).
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“Market Data Audit” shall have the meaning set forth in SEF Rule 901(5). 

“Market Maker Program” shall have the meaning set forth in SEF Rule 318.

“Market Order” shall have the meaning set forth in SEF Rule 505(1).

“Material Conflict of Interest” shall have the meaning set forth in SEF Rule 206.

“Material Relationship” shall mean any relationship that could reasonably affect the independent 

judgment or decision making of a Public Director, which shall be subject to a one year look-back period. 

Circumstances in which a Public Director shall be considered to have a “material relationship” with the 

SEF include, without limitation: (i) such director is an Officer or an employee of the SEF, or an Officer or 

an employee of any of its affiliates (for the purposes of this definition “affiliate” includes parents or 

subsidiaries of the SEF or entities that share a common parent with the SEF or direct or indirect 

controlling interest holders); (ii) such director is a member of the SEF, or a director, a manager or an 

officer of a member (for the purposes of this definition “member” is defined according to Section 1a(34) 

of the CEA and any regulation promulgated thereunder, including, without limitation, CFTC Regulations 

1.3(c) and 1.3(q)); or (iii) such director, or an entity of which the director is a partner, an officer or a 

director, received more than $100,000 in combined annual payments for legal, accounting, or consulting 

services from the SEF or any affiliate thereof (the term “affiliate” shall have the same meaning as stated 

above), except that compensation for services as a director of the registered entity or as a director of an 

affiliate thereof does not count toward the $100,000 payment limit, nor does deferred compensation 

for services rendered prior to becoming a director of the SEF, so long as such compensation is in no way 

contingent, conditional or revocable. All the relationships set forth in this definition shall apply to 

natural persons who have a Family Relationship with such Public Director. 

“Mid-Match Eligible Peg Order” shall have the meaning set forth in SEF Rule 505(1). 

“Minimum Tick Size” shall have the meaning set forth in SEF Rule 505(8).

“NDF” shall have the meaning set forth in SEF Rule 1001.

“NFA Arbitration Code” shall have the meaning set forth in SEF Rule 802.

“NFA Member Rules” shall have the meaning set forth in SEF Rule 802.

“Notice of Enforcement” shall have the meaning set forth in SEF Rule 716(4).

“Notice to Participants” shall have the meaning set forth in SEF Rule 315. 

“Notional Amount” shall have the meaning set forth in SEF Rule 1001. 

“Off-Market Transaction” shall have the meaning set forth in SEF Rule 510(3).
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“Offer of Settlement” shall have the meaning set forth in SEF Rule 723. 

“Officer” shall mean an officer of the SEF, including the Chief Executive Officer, the Chief Compliance 

Officer, the Chief Regulatory Officer, and any other officer designated and appointed by the Board.

“Operating Agreement” shall have the meaning set forth in SEF Rule 201. 

“Order” means a request submitted to the SEF by a Participant to enter into a Transaction on the SEF.

“Order Cancel” shall mean instructions entered into the SEF Trading System that cancel an existing 

order.

“Order Modify” shall mean instructions entered into the SEF Trading System that update an existing 

order to change the size or Rate of such order. 

“Order Review Timeframe” or “ORT” shall mean the period of time determined by the SEF during which 

a Market Maker submitting indicative quotes to the SEF may accept or reject an incoming Order. If a 

Market Maker does not affirmatively accept or decline an incoming Order prior to the expiration of the 

ORT, the incoming request shall be deemed to have been rejected by the Market Maker and no 

Transaction shall be executed.

“Participant” shall mean an entity that has been granted, and continues to have, Trading Privileges on 

the SEF pursuant to Chapter 3 of the SEF Rules. For the purposes of the CEA and Part 37 of the CFTC 

Regulations, Participants shall be deemed to be members of the SEF as the term “member” is defined in 

Section 1a(34) of the CEA. 

“Participant Category” shall mean a Prime Broker, a Principal Trading Firm or a Trading Firm. 

“Participant Data” shall mean any and all data and other information submitted to the SEF by or through 

a Participant.

“Participant Representative” shall mean an Authorized Representative, Designated Operational Contact 

or Trading Manager, as applicable, designated by a Participant and approved by the SEF. 

“PB Credit Limits” shall have the meaning set forth in SEF Rule 520.

“Peg Order” shall have the meaning set forth in SEF Rule 505(1). 

“Person” shall mean any natural person or entity, including, without limitation, any association, 

corporation, governmental or quasi-governmental authority, limited liability company, or partnership. 

“Pip” shall have the meaning set forth in SEF Rule 505(9). 

“Position Limits” shall have the meaning set forth in SEF Rule 517.
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“Preceding Business Day Convention” shall have the meaning set forth in SEF Rule 1001. 

“Prevailing Market Rate” in respect of a Contract shall mean the prevailing market rate applicable at the 

time of execution of a Transaction in such Contract on the SEF determined with reference to the midlevel rate across all open bids and offers in respect of such Contract on the SEF at such time. 

“Primary Economic Terms” shall mean the primary economic data terms of a Transaction as defined in 

CFTC Regulation 45.1. 

“Prime Broker” shall mean a Person that is Swap Dealer and which constitutes a category of Participant 

of the SEF described in Chapter 3 of the SEF Rules. 

“Principal Trading Firm” shall mean a Person that is an ECP and which constitutes a category of 

Participant of the SEF described in Chapter 3 of the SEF Rules. 

“Product” shall mean any NDF or other product available for trading on the SEF. 

“Product Specification” shall mean, with respect to each Product listed on the SEF, the SEF Rules and/or 

other trading protocols containing the specification for each Product as adopted, amended, 

supplemented or otherwise modified from time to time by the SEF. 

“Public Director” shall mean a Director of the Board who has been found by the Board, on the record, to 

have no Material Relationship with the SEF. 

“Rate” shall mean the rate or price applicable in respect of a Transaction and, in the case of an NDF, the 

Forward Rate as such term is further defined in SEF Rule 1001. Such term shall also denote the word 

“price” as contemplated in applicable CFTC Regulations.

“Reconsideration Request” shall have the meaning set forth in SEF Rule 313. 

“Reference Currency” shall have the meaning set forth in SEF Rule 1001. 

“Reference Currency Buyer” shall have the meaning set forth in SEF Rule 1001. 

“Reference Currency Seller” shall have the meaning set forth in SEF Rule 1001. 

“Reference Currency Notional Amount” shall have the meaning set forth in SEF Rule 1001. 

“Regulatory Division” shall mean the regulatory division of the SEF as constituted from time to time and 

which is charged with assisting the Compliance Department in overseeing the compliance duties and 

obligations of the SEF as they relate to surveillance and disciplinary proceedings. 

“Regulatory Oversight Committee” shall be the “oversight panel” as defined in CFTC Regulation 1.69, as 

constituted in accordance with, and with the authority and rights set forth in, SEF Rule 216.
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“Regulatory Service Provider” shall mean the organization, if any, that provides regulatory services to 

the SEF. 

“Related Party” shall mean a Supervised Person (as referred to in CFTC SEF Regulations) and the 

directors, officers, employees or agents of a Participant, including, without limitation, such Participant’s 

Authorized Representative, Authorized Trader(s), Trading Manager and Designated Operational Contact. 

Notwithstanding the foregoing, a Trading Firm that is authorized to enter into Transactions for the 

account of a Prime Broker shall not constitute a Related Party of such Prime Broker.

“Required Records” shall have the meaning set forth in SEF Rule 404. 

“Required Transaction” shall have the meaning set forth in CFTC Regulation 37.9(a)(1).

“Respondent” shall mean either the subject of an investigation, Disciplinary Proceeding or Summary 

Proceeding. 

“SDR” shall have the meaning set forth in SEF Rule 516(1).

“SEC” shall mean the United States Securities and Exchange Commission.

“SEF” shall mean Cboe SEF, LLC, a Delaware limited liability company (including its successors).

“SEF Committee” shall mean the Board, including, without limitation, any subcommittee of the Board or 

any special committee appointed by the Board, and any committee described in the SEF Rules. 

“SEF ISV” shall mean an ISV that has been approved by the SEF in accordance with the criteria set forth 

in SEF Rule 321.

“SEF Market Data” shall have the meaning set forth in SEF Rule 901(1). 

“SEF Market Monitor” shall mean one member of SEF senior staff and one member of SEF compliance 

staff that are authorized to resolve error trades pursuant to SEF Rule 510.

“SEF Proceeding” shall mean any meeting, hearing or other proceeding before any SEF Committee 

including, without limitation, the Board, the Business Conduct Committee, the Participation Committee 

and the Regulatory Oversight Committee.

“SEF Representatives” shall have the meaning set forth in SEF Rule 512(2).

“SEF Rules” shall mean the rules, policies, procedures, interpretations, guidelines and orders of the SEF

Board that are established, and amended from time to time, by the SEF. 
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“SEF Trading System” shall mean the electronic proprietary order entry and execution system operated 

by the SEF for the entry and execution of orders regarding the Transactions entered into on the SEF and 

the collection and transmission of information related thereto. 

“Self-Regulatory Action” shall have the meaning set forth in SEF Rule 206.

“Session Limit Order” shall have the meaning set forth in SEF Rule 505(1).

“Settlement Currency” shall have the meaning set forth in SEF Rule 1001. 

“Settlement Date” shall have the meaning set forth in SEF Rule 1001. 

“Settlement Panel” shall have the meaning set forth in SEF Rule 217.

“Settlement Rate” shall have the meaning set forth in SEF Rule 1001. 

“Settlement Rate Option” shall have the meaning set forth in SEF Rule 1001. 

“Statement of Charges” shall have the meaning set forth in SEF Rule 718. 

“Status Determination Notice” shall have the meaning set forth in SEF Rule 313. 

“Summary Fine” shall have the meaning set forth in SEF Rule 726.

“Summary Proceeding” shall have the meaning set forth in SEF Rule 727.

“Summary Proceeding Decision” shall have the meaning set forth in SEF Rule 727.

“Summary Proceeding Review Notice” shall have the meaning set forth in SEF Rule 727.

“Summary Proceeding Review Conference” shall have the meaning set forth in SEF Rule 727.

“Swap Dealer” shall mean a “swap dealer” as such term is defined in Section 1a(49) of the CEA.

“Sweepable Platform” shall have the meaning set forth in SEF Rule 506(2)(a).

“Technology Service Provider” shall mean the organization, if any, that provides technology services to 

SEF. 

“Tenor” in respect of any Contract shall mean one (1) month, two (2) months, three (3) months, six (6 

months, one (1) year, End of Month, or IMM and, in the case of a USD/BRL Contract, may also be BMF. 

“Trade Date” shall have the meaning set forth in SEF Rule 1001.
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“Trading Day” shall mean each day that the SEF is open for trading, which shall be five (5) days per week 

with the exception of Christmas Day (December 25) and New Year’s Day (January 1) in each year. 

“Trading Firm” shall mean a Person which is an ECP which is authorized to enter into Transactions for 

the account of and as agent for a Prime Broker pursuant to the terms and conditions set forth in an 

agreement entered into between such Trading Firm and such Prime Broker, and which constitutes a 

category of Participant of the SEF described in Chapter 3 of the SEF Rules. 

“Trading Hours” shall mean, with respect to any Product, the hours during the Trading Day that the SEF 

is regularly open for the trading of such Product, which hours are published on the SEF’s website. 

“Trading Manager” shall mean an employee of a Participant designated by the Participant to provide 

notice to the SEF of the Products in respect of which such Participant’s Authorized Traders may enter 

into Transactions on the SEF, and their respective Credit Limits. 

“Trading Privileges” shall mean the rights granted to a Participant to use, directly or indirectly through 

an ISV, the SEF, subject to the terms and conditions of the SEF Rules, for the execution of Transactions. 

For the avoidance of doubt, the Trading Privileges of a Participant that is a Prime Broker shall be limited 

to its ability to set and monitor the PB Credit Limits of such Trading Firms that are authorized to enter 

into Transactions on such Prime Broker’s behalf, as well as its applicable Bilateral Settlement Limits, and 

no Prime Broker shall execute Transactions through the SEF. 

“Transaction” shall mean a transaction in respect of any Product executed on the SEF. 

“Transaction Confirmation” shall have the meaning set forth in SEF Rule 526. 

“User ID” shall mean the unique identification number assigned by the SEF to each Authorized Trader 

which enables such Authorized Trader to access the SEF Trading System.

“Valuation Date” shall have the meaning set forth in SEF Rule 1001. 
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CHAPTER 2 GOVERNANCE AND COMMITTEES

Rule 201. Governance

The SEF is a Delaware limited liability company and its Limited Liability Company Agreement (“Operating 

Agreement”) governs the management and operations of the SEF. 

Rule 202. Board 

1. Cboe FX Holdings, LLC, the sole member of the SEF, has vested the power to manage, operate 

and set policies for the SEF exclusively in the Board. The Board shall oversee the operation of 

the SEF and shall have the authority to review, call for review, amend, suspend or overrule the 

decisions and actions of any SEF Committee. Without limiting the generality of the foregoing, 

the Board shall have the power to: (a) adopt, amend, implement and repeal SEF Rules, not 

contrary to applicable law or the Operating Agreement, that in the Board’s judgment promotes 

the best interests of the SEF, and (b) make interpretations of the SEF Rules, which shall be 

binding on all Persons subject to the jurisdiction of the SEF. 

2. Each Director shall be appointed in accordance with the Operating Agreement and shall serve 

until his or her successor is duly appointed, or until his or her earlier resignation or removal, 

with or without cause.

3. Directors, including Public Directors, shall be of sufficiently good repute, and where applicable, 

have sufficient expertise in financial services.

4. Directors shall satisfy all fitness standards imposed by the CEA and CFTC regulations, including 

those set forth in SEF Rule 205.

5. The Board shall be composed of at least 35% Public Directors who have been determined on the 

record to have no Material Relationship with the SEF.

6. Cboe FX Holdings, LLC shall designate one of the Directors to serve as a Chair of the Board, who

shall hold office until his or her successor is appointed and qualified or until his or her earlier 

resignation or removal.

7. The Board may appoint one of the Public Directors to serve as the “Lead Director.” The Lead 

Director shall perform such duties and possess such powers as the Board may from time to time 

prescribe. The Lead Director, if appointed, shall be authorized to preside at meetings of the nonmanagement Directors and at meetings of the Public Directors of the Board. 

8. Except as otherwise provided by the Delaware Limited Liability Company Act, neither Cboe FX

Holdings, LLC, solely by reason of its being the sole member of the SEF, nor any director, officer, 

employee or agent of the SEF, solely by acting in such capacity, shall be personally liable for any 

expenses, liabilities, debts or obligations of the SEF, whether arising in contact, tort or 

otherwise.
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Rule 203. Emergency Authority

1. Subject to applicable law, during an Emergency the SEF will approve and apply temporary rules 

and procedures (“Emergency Rules”) pursuant to procedures set forth in this SEF Rule 203. 

2. Emergency Rules may require or authorize the SEF, the Board, any SEF Committee, the Chief 

Executive Officer or any other Officer to take actions necessary or appropriate to respond to the 

Emergency, including, but not limited to:

a. suspending or restricting trading or limiting trading to liquidating only (in whole or in 

part);

b. extending, limiting or changing trading hours;

c. temporarily modifying or suspending any provision of SEF Rules or Participant

obligations; 

d. imposing intraday market restrictions; 

e. ordering the liquidation or transfer of open positions ; 

f. suspending or curtailing trading in a Product or Contract; 

g. altering the terms and conditions of a Product or Contract; 

h. imposing or modifying Rate limits; 

i. imposing or modifying Position Limits; and/or

j. allowing, denying, suspending, or permanently barring a Participant’s or other Person’s

access to the SEF in connection with an emergency action taken by the SEF. 

3. Before any Emergency Rules may be adopted and enforced, a vote of the Board approving such 

Emergency Rules must occur at a duly convened Board meeting. Directors may attend such 

meeting in person or by teleconference. If the Chief Executive Officer determines that the 

Emergency Rules must be implemented with respect to an Emergency before a meeting of the 

Board can reasonably be convened, then the Chief Executive Officer shall have the authority, 

without Board action, to implement any Emergency Rules with respect to such Emergency that 

he or she deems necessary or appropriate to respond to such Emergency. In such 

circumstances, the Chief Executive Officer must convene a meeting as soon as practicable. The 

Board may modify any Emergency Rules implemented by the Chief Executive Officer.

4. Any time that the SEF takes actions necessary or appropriate to respond to an Emergency, 

including any modification of previously adopted actions, a duly authorized representative of 

the SEF will promptly notify the CFTC of such actions and, when possible, will post an 

announcement of such actions on the SEF website. When the Board, any SEF Committee or the 

Chief Executive Officer determines that the Emergency has been reduced sufficiently to allow 

the SEF to resume normal functioning, any such actions responding to the Emergency will be 

terminated and notification of such termination will be provided on the SEF’s website. 
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Rule 204. Officers

1. The Board shall appoint a Chief Executive Officer, a Chief Compliance Officer, a Chief Regulatory 

Officer and such other Officers as it deems necessary or appropriate from time to time, in each 

case for such term and on such conditions it sees fit.

2. The Officers shall have the authority and powers in the management of the SEF as determined 

by the Board subject to any restrictions set forth in the Operating Agreement. The Chief 

Compliance Officer and Chief Regulatory Officer shall have all authority required under CFTC 

Rules 37.1500 et seq. 

3. Any Officer may also be a director, officer or employee of the parent of the SEF or any other 

affiliate of the SEF. 

Rule 205. Disqualifications of Board and Committee Members 

Prior to their appointment to the Board, a Committee or any other oversight panel of the SEF, the 

Compliance Department shall screen all nominees to determine their eligibility for service pursuant to 

CFTC Regulation 1.63. No Person may serve as a member of the Board, a Committee or any other 

oversight panel of the SEF if such Person:

1. within the past three (3) years was found by a Final Decision to have committed a Disciplinary 

Offense;

2. within the past three (3) years entered into a settlement agreement in which any of the findings, 

or in the absence of such findings, any of the acts charged, included a Disciplinary Offense; 

3. is currently or has in the past been barred, expelled from membership or suspended from 

trading on a self-regulatory organization, is serving any sentence of probation or owes any 

portion of a fine imposed as a result of either:

a. a settlement agreement in which any of the findings, or in the absence of such findings, 

any of the acts charged, included a Disciplinary Offense; or

b. a Final Decision determining that such Person committed a Disciplinary Offense;

4. is currently subject to an agreement with the CFTC or any self-regulatory organization not to 

apply for registration with the CFTC or membership in any self-regulatory organization; 

5. is currently subject to or has had imposed on him or her within the prior three (3) years a 

registration revocation or suspension in any capacity for any reason, or has been convicted 

within the prior three (3) years of any of the felonies listed in Section 8a(2)(D)(ii) through (iv) of 

the CEA; or

6. is currently subject to a denial, suspension or disqualification from serving on the disciplinary 

committee, arbitration committee or governing board of any self-regulatory organization, as 

such term is defined in Section 3(a)(26) of the Securities Exchange Act of 1934; or

7. is subject to a basis for refusal to register a Person under Section 8a(2) of the CEA. 
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Rule 206. Conflicts of Interest

The SEF believes that it is in the best interest of the SEF and its Participants to be aware of and 

properly manage all conflicts of interest and appearances of conflicts of interest. Accordingly, the 

following Rules shall apply to mitigate potential and actual conflicts of interest. 

1. Except as provided below, no Director, Officer, member of the Business Conduct Committee or 

any Person authorized to act on behalf of the SEF in connection with any (i) Disciplinary 

Proceeding, or (ii) emergency action, (collectively a “Self-Regulatory Action”; the Board and/or 

any SEF Committee considering a Self-Regulatory Action collectively a “Deliberating Body”), shall 

knowingly participate in the deliberations and/or voting on any Self-Regulatory Action if such 

person has a Material Conflict of Interest (as defined below). 

2. Prior to consideration of any Self-Regulatory Action, each member of a Deliberating Body who 

determines to participate in any deliberations or vote in a Self-Regulatory Action shall disclose 

to the Chief Compliance Officer or Chief Regulatory Officer any Material Conflict of Interest (any 

such person disclosing a Material Conflict of Interest is an “Interested Person”). 

3. For the purposes of this Rule, “Material Conflict of Interest” shall mean with respect to a 

Director, Officer, and member of the Business Conduct Committee: 

a. being named as a potential or actual Respondent in a Disciplinary Proceeding; 

b. being an employer, employee, fellow employee or an affiliate of a Respondent or 

potential Respondent in a Disciplinary Proceeding; 

c. having any significant, on-going business relationship with a Respondent or potential 

Respondent in a Disciplinary Proceeding; 

d. having a Family Relationship with a Respondent or potential Respondent in a 

Disciplinary Proceeding; 

e. having a direct and substantial financial interest in the result of a vote, other than based 

on a direct or indirect equity or other interest in the SEF, that could reasonably be 

expected to be affected by the Self-Regulatory Action. For the purposes of this 

definition a “direct and substantial financial interest” includes, without limitation, 

positions held in Transactions in the accounts of, controlled by, or affiliated with the 

Interested Person or any other types of direct and substantial financial positions of the 

Interested Person that are reasonably expected to be affected by the vote; and/or 

f. any other circumstance that creates a conflict between the Director’s, Officer’s, or 

members of a Business Conduct Committee’s exercise of authority regarding any SelfRegulatory Action and his or her personal interests. 

4. Any Interested Person who would otherwise be required to abstain from deliberations and 

voting because of a Material Conflict of Interest may participate in the deliberations, prior to a 

vote on the matter, if:

a. the material facts about the Interested Person’s interest in the matter are disclosed or 

known to the Deliberating Body;
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b. the Deliberating Body determines that the participation by the Interested Person would 

be consistent with the public interest; and 

c. a majority of the members of the Deliberating Body that are not Interested Persons with 

respect to the matter vote to allow the Interested Person to participate in the 

deliberations on the Self-Regulatory Action.

5. If, pursuant to SEF Rule 206(4), a determination is made that an Interested Person may 

participate in deliberations, then the minutes of the meeting of the Deliberating Body will reflect 

the determination and the reasons for the determination.

6. If all of the members of the Deliberating Body are Interested Persons with respect to a matter 

subject to a vote by the Deliberating Body, then the Chief Executive Officer will appoint a panel 

of individuals who are not Interested Persons with respect to such matter, which will have the 

same authority and powers over such matter that the Deliberating Body would have if the 

members thereof were not Interested Persons with respect to such matter. 

Rule 207. Disclosure or Use of Material, Non-Public Information 

No Director or member of a SEF Committee shall use or disclose material, non-public information for 

any purpose other than the performance of his or her official duties and responsibilities as a Director or 

member of such SEF Committee. No Director or member of a SEF Committee shall, directly or indirectly, 

disclose or use at any time, either during his or her association with the SEF or thereafter, any material, 

non-public information of which a Director or member of such SEF Committee becomes aware except 

when reporting to or at the direction of the Board, when requested by a governmental agency or when 

compelled to testify at any judicial or administrative proceeding. Each Director or member of a SEF

Committee in possession of material, non-public information shall take all appropriate steps to 

safeguard the information and to protect it against disclosure, misuse, espionage, loss and theft. 

Rule 208. SEF Committees 

1. The SEF shall have such SEF Committees and special SEF Committees that the Board may deem, 

from time to time, necessary for the operations of the SEF and appointed in accordance with the 

SEF Rules. For the avoidance of doubt, all references to a “SEF Committee” shall include any 

panel appointed by a SEF Committee. 

2. A majority of the members of a SEF Committee shall constitute a quorum for the transaction of 

business at any meeting of such SEF Committee, provided that if less than a majority of SEF 

Committee members is present, those present may adjourn the meeting to another time and 

place. The vote of a majority of the members of any such SEF Committee voting at a meeting at 

which a quorum is present shall be the act of such SEF Committee. Alternatively, each such SEF 

Committee may act without a meeting in either of the following ways: 

a. The SEF Committee may act without a meeting by written consent of a majority of its 

members. 
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b. The members of the SEF Committee may be individually polled to vote on issues 

(i) requiring prompt action or action prior to the next regularly scheduled meeting of the 

SEF Committee and (ii) where the calling of a special meeting of the SEF Committee, in 

the opinion of the Chair of the SEF Committee, would be impractical. Any such poll may 

be conducted by telephone, by means of electronic transmission, and/or in person. An 

attempt shall be made to contact each member of the committee in any such poll. A 

poll reaching at least 50% of the members of the SEF Committee shall be sufficient to 

constitute a quorum of the SEF Committee and the approval of a majority of the 

members of the SEF Committee voting in such a poll shall constitute requisite 

committee action, even if all members of the SEF Committee are not reached in 

connection with the poll. The results of any such poll shall be reported at the next 

meeting of the SEF Committee.

3. All SEF Committee decisions shall be reported to the Board for final approval. Except as 

otherwise provided in the SEF Rules, the Board shall have the authority to overrule the decision 

of any SEF Committee.

Rule 209. Decisions of the Board. 

Decisions of the Board shall require the approval of a majority of the members of the Board voting at a 

meeting; provided that should the Board be unable to render a decision due to a tie in the vote, then 

Cboe FX Holdings, LLC, as the sole limited liability company member of the SEF, may make the decision 

in lieu of the Board. The Board also may make decisions, without holding a meeting, in either of the 

following ways:

1. The Board may make decisions by written consent of all of the members of the Board. Any such 

written consent may be executed in any number of counterparts, each such counterpart being 

deemed to be an original instrument, and all such counterparts together constituting the same 

consent. Written consent also may be transmitted by means of “electronic transmission” as 

described in the Delaware LLC Act.

2. The members of the Board may be individually polled to vote on issues (i) requiring prompt 

action or action prior to the next regularly scheduled Board meeting and (ii) where the calling of 

a special Board meeting, in the opinion of the Chair of the Board, would be impractical. Any 

such poll may be conducted by telephone, by means of electronic transmission, and/or in 

person. An attempt shall be made to contact each Board member in any such poll. A poll 

reaching at least 50% of the members of the Board shall be sufficient to constitute a quorum of 

the Board and the approval of a majority of the members of the Board voting in such a poll shall 

constitute requisite Board action, even if all Board members are not reached in connection with 

the poll. The results of any such poll shall be reported at the next meeting of the Board. The 

Board may establish such other rules and procedures not inconsistent with the foregoing for its 

deliberations as it may deem necessary or desirable.
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Rule 210. Reserved 

Rule 211. Reserved 

Rule 212. Reserved 

Rule 213. Reserved 

Rule 214. Executive Committee

The Executive Committee shall consist of the Chair of the Board and one or more other members of the 

Board appointed by the Chair of the Board with the approval of the Board. At least thirty-five percent of 

the directors on the Executive Committee shall be Public Directors. The Chair of the Board shall be the 

Chair of the Executive Committee. The Executive Committee shall have and may exercise all of the 

powers and authority of the Board in the management of the business and affairs of the SEF, except that 

it shall not have any power or authority to amend the certificate of formation of the Company or the 

Operating Agreement, adopt any agreement of merger or consolidation, approve the sale, lease or 

exchange of all or substantially all of the SEF’s property and assets or approve the dissolution of the SEF 

or a revocation of a dissolution.

Rule 215. Participation Committee

1. The Participation Committee shall consist of at least two (2) Public Directors appointed by the 

Board. All members of the Participation Committee shall be Public Directors. The Board shall 

designate one of the members of the Participation Committee as the Chairperson of the 

Participation Committee. 

2. Members of the Participation Committee shall each serve a one-year term to which he or she is 

appointed, and until the appointment of a successor, or until his or her earlier resignation or 

removal as a member of the Participation Committee; provided, however, that any member of 

the Participation Committee who does not qualify to act as such under any final governance 

rules adopted by the CFTC shall cease to be a member of the Participation Committee upon the 

appointment of a qualifying successor. A member of the Participation Committee may serve for 

multiple terms. 

3. The Participation Committee shall (i) determine the standards and requirements for initial and 

continuing eligibility for participation on the SEF and (ii) review appeals of staff denials of 

participation applications.

Rule 216. Regulatory Oversight Committee

1. The Regulatory Oversight Committee shall consist of at least two (2) members, all of whom shall 

be Public Directors, appointed by the Board or such other number of members as the Board 

shall determine is necessary to comply with any final governance rules adopted by the CFTC. 

The Board shall delegate sufficient authority, dedicate sufficient resources, and allow sufficient 

time for the Regulatory Oversight Committee to fulfill its mandate. The Regulatory Oversight 
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Committee shall oversee all aspects of the SEF’s regulatory program on behalf of the Board. The 

Regulatory Oversight Committee shall report to the Board and shall make such 

recommendations to the Board as may, in its judgment, best promote the interests of the SEF. 

The Chief Compliance Officer and Chief Regulatory Officer shall meet with the Regulatory

Oversight Committee at least once each calendar quarter. 

2. Members of the Regulatory Oversight Committee shall each serve the one year term to which 

he or she is appointed, and until the appointment of a successor, or until his or her earlier 

resignation or removal as a member of the Regulatory Oversight Committee; provided, 

however, that any member of the Regulatory Oversight Committee who does not qualify to act 

as such under any final governance rules adopted by the CFTC, shall cease to be a member of 

the Regulatory Oversight Committee upon the appointment of a qualifying successor. A 

member of the Regulatory Oversight Committee may serve for multiple terms. 

3. Without limiting the generality of the foregoing, the Regulatory Oversight Committee shall have 

authority to monitor all aspects of the SEF’s regulatory program for sufficiency, effectiveness, 

and independence regarding: 

a. trade practice and market surveillance, audits, examinations and other regulatory 

responsibilities with respect to Participants, including, without limitation, compliance 

with financial integrity, financial reporting, sales practice, recordkeeping, and 

conducting investigations;

b. reviewing the size and allocation of regulatory budget and resources, and the number, 

hiring, termination, and compensation of regulatory personnel;

c. reviewing the performance of the Chief Compliance Officer and Chief Regulatory Officer 

and making recommendations with respect to such performance to the Board;

d. recommending changes that would ensure fair, vigorous, and effective regulation;

e. reviewing all regulatory proposals prior to implementation and advising the Board as to 

whether and how such changes may impact regulation; and 

f. assisting in minimizing actual or potential conflicts of interest.

Rule 217. Business Conduct Committee

1. The functions and responsibilities of the Business Conduct Committee shall be assumed by the 

business conduct committee of Cboe Options, as appointed from time to time pursuant to Cboe 

Options Rule 2.1(a). The Business Conduct Committee shall not include any SEF regulatory staff. 

No group or class of industry participants shall dominate or exercise disproportionate influence 

on the Business Conduct Committee or any Business Conduct Committee Panel (as such term is 

defined in SEF Rule 217(2)). Members of the Business Conduct Committee shall satisfy all fitness 

standards imposed by the CEA and CFTC regulations, including but not limited to the standards 

set forth in SEF Rule 205. No Business Conduct Committee Panel shall include any member of 

the Business Conduct Committee who has a financial, personal or other direct interest in the 

matter under consideration.
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2. Members of the Business Conduct Committee may be appointed to serve on Panels of the 

Business Conduct Committee (“Business Conduct Committee Panel”) by the Chairman of the 

Business Conduct Committee. Each Disciplinary Panel shall consist of not fewer than three (3) 

members of the Business Conduct Committee. At least one member of the Business Conduct

Committee and each Business Conduct Committee Panel shall be an individual who does not 

have a material relationship with the SEF pursuant to clauses (i), (ii) or (iii) of the definition of 

Material Relationship set forth in Chapter 1 of the SEF Rules. 

3. The Business Conduct Committee shall establish one or more of the following Panels, as 

necessary. 

a. Settlement Panel. The Settlement Panel shall review, accept or reject an Offer of 

Settlement pursuant to SEF Rule 723. 

b. Hearing Panel. The Hearing Panel shall be responsible for adjudicating disciplinary cases 

under SEF Rule 721 against Persons alleged to have committed rule violations, including

summary proceedings. 

c. Appeal Panel. The Appeal Panel shall be responsible for hearing allowable appeals of 

decisions. 

4. No Business Conduct Committee Panel member who considers a settlement under SEF Rule 

271(4)(a) may participate on a Hearing Panel or summary proceeding in a Disciplinary 

Proceeding under Chapter 7. 

Rule 218. Communications Regarding Regulatory Matters

Participants and Related Parties shall not discuss with SEF Directors or non-regulatory personnel issues, 

questions, concerns or complaints about regulatory matters, except to the extent permitted by the Rules 

of the SEF. 
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CHAPTER 3 APPLICATIONS FOR PARTICIPANT STATUS

Rule 301. Reserved

Rule 302. Participant Status and Categories of Participants

All Participants of the SEF shall have Trading Privileges on the SEF which include the right to access the 

SEF and submit Orders as authorized by the Participant’s Participant Category. Trading Privileges are

subject to any limitation, restriction or revocation imposed, from time to time, by the SEF. Trading on 

the SEF is limited to ECPs. There are three (3) categories of Participants: (i) Prime Broker, (ii) Trading 

Firm, and (iii) Principal Trading Firm. Any Participant that is a Trading Firm or a Principal Trading Firm 

may designate, pursuant to the SEF Rules, one or more Authorized Traders. For the avoidance of doubt, 

subject to the eligibility criteria set forth in the SEF Rules, a Person may join the SEF as a Participant in 

one or more Participant categories.

Rule 303. Jurisdiction 

1. Without need for any further action or agreement, Participants agree to be bound by and 

comply with the SEF Rules (including, but not limited to, rules requiring cooperation and 

participation in investigatory and disciplinary processes) and to become subject to the 

jurisdiction of the SEF with respect to all matters arising from directly or indirectly engaging in 

trading activity on the SEF. For the avoidance of doubt, Persons which are not Participants of 

the SEF may not access the SEF or avail themselves of its services.

2. Unless agreed to in writing by the SEF, no agreement between a Prime Broker and a Trading 

Firm may supersede the SEF Rules with respect to trading activity on the SEF. 

Rule 304. Trading Privileges 

1. Each Participant shall have the right to access the SEF and submit Orders as permitted by such 

Participant’s Participant Category pursuant to the SEF Rules. 

2. The granting of Trading Privileges to a Participant does not confer (i) any right of ownership in 

the SEF; (ii) any right to share in the profits of the SEF, nor (iii) any right to attend or vote at any 

meeting of the SEF, including, without limitation, any meeting of the Board or of any SEF

Committee.

3. Trading Privileges are non-transferable, non-assignable and may not be sold or leased. 

4. Trading Privileges, but not the obligations, of a Participant terminate upon dissolution of a 

Participant, and with respect to an Authorized Trader, upon the death or incapacity of the

Authorized Trader. 

Rule 305. Trading Privileges by Participant Category

Each Participant Category will have the following trading authority:
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1. A Prime Broker shall be authorized to authorize one or more Trading Firms to enter into 

Transactions for the account of the Prime Broker as its agent pursuant to the terms and 

conditions set forth in an agreement entered into between such Prime Broker and each such 

Trading Firm. The Prime Broker shall indicate to the SEF, in writing, that certain of its clients 

shall constitute Trading Firms authorized to enter into Transactions for the account of the Prime 

Broker. The Prime Broker shall be solely responsible for all of the financial and economic

aspects of the relationship between it and such Trading Firms. 

2. A Trading Firm shall be authorized to enter into Transactions for the account of and as agent for 

a Prime Broker pursuant to the terms and conditions set forth in an agreement entered into 

between such Trading Firm and such Prime Broker. A Trading Firm shall not be authorized to 

enter into Transactions for its own account.

3. A Principal Trading Firm shall be authorized to enter into Transactions for its own account.

Rule 306. Restrictions on Trading Privileges 

1. No employee of the SEF shall be given Trading Privileges on the SEF or be permitted to enter 

into, directly or indirectly:

a. any Transaction executed on the SEF; and 

b. any Transaction executed on another swap execution facility that is fungible with or 

economically equivalent to Transactions executed on the SEF. 

2. No employee, Director, member of any SEF Committee, or consultant of the SEF shall enter into, 

directly or indirectly, any Transaction, swap, security or other instrument on the basis of 

material, non-public information obtained in connection with the performance of his or her 

official duties.

3. For the purposes of this SEF Rule the term “employee” shall mean any person hired or otherwise

employed on a salaried or on a contractual basis by the SEF, but does not include any: 

a. Director compensated by the SEF solely for his or her participation in Board matters; 

b. SEF Committee member compensated by the SEF solely for his or her participation in SEF

Committee matters; and 

c. consultant performing consulting services for the SEF, unless such consultant is contractually 

seconded to the SEF. 

Rule 307. Eligibility 

To be admitted as a Participant on the SEF, an Applicant shall be an entity, including, without limitation, 

a corporation, limited liability company, partnership or trust, that meets the following requirements.

1. General Requirements. A Participant shall:

a. be duly organized and in good standing under the laws of the jurisdiction of its organization 

or incorporation; 

b. be of good reputation and business integrity; 
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c. have the requisite organizational power to become a Participant of and enter into 

Transactions on the SEF; 

d. hold all necessary regulatory authorizations, licenses, registrations and approvals;

e. not be prohibited, for any reason, from using the services of the SEF; 

f. have appropriate technical, risk and operational controls; 

g. be an ECP; 

h. not currently be in bankruptcy or the subject of insolvency proceedings or otherwise unable 

to meet any financial obligation as it becomes due; 

i. not be an ISV or an automated trading system; and

j. satisfy all other criteria that the SEF, from time to time, may require. 

2. Additional Requirements. The SEF may deny the admission as a Participant of an Applicant that 

is subject to any statutory disqualification. 

3. Continuing Obligations. Once an Applicant is admitted as a Participant, it shall continue to 

comply with all eligibility criteria established by the SEF. A Participant must promptly notify the 

SEF of any changes to its eligibility criteria, including but not limited to any change to its status 

as an ECP.

Rule 308. Additional Eligibility Requirements by Participant Category

In addition to the eligibility criteria set forth in SEF Rule 307, an Applicant shall meet the following 

additional requirements for the Participant category for which it seeks to be admitted: 

1. Prime Broker. A Prime Broker must be a Swap Dealer. 

2. Trading Firm. A Trading Firm must: 

a. have a contractual prime brokerage arrangement with a Prime Broker, and whereby such 

Prime Broker has designated to the SEF that it will act as such Trading Firm’s prime broker 

on the SEF, and whereby such Trading Firm may enter into Transactions on the SEF for the 

account of, and as agent of, such Prime Broker; and

b. have at least one natural person that is an Authorized Trader, approved by the SEF. 

3. Principal Trading Firm. A Principal Trading Firm must: 

a. have at least one natural person that is an Authorized Trader, approved by the SEF; and

b. have the ability to settle each Transaction to which such Principal Trading Firm is party that 

is entered into on the SEF. 

Rule 309. Participant Application Process

1. Any Person wishing to become a Participant of the SEF (“Applicant”) shall complete and submit, 

with complete and accurate information, the forms required by the SEF which include, without 

limitation: 

a. a SEF participant application (“Application”), which includes, without limitation, an 

agreement to abide by SEF Rules and applicable law and submit to SEF jurisdiction, and 
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a representation and warranty that the Applicant is an ECP and meets the eligibility 

requirements as set forth in SEF Rule 307; and

b. any additional documents and information the SEF may reasonably deem necessary or 

desirable to further clarify information provided to the SEF by an Applicant. 

2. Each Applicant shall promptly update its 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. Applicant will promptly notify the SEF of such information. The 

obligation stated in the preceding sentence is a continuing obligation that shall commence upon 

the Applicant’s submission of its Application to the SEF and continue throughout the application 

process and include the period of time that the Applicant is a Participant of the SEF.

3. In considering an Application from an Applicant, the SEF may investigate in a form and manner 

determined by the SEF any such Applicant, including, without limitation, such Applicant’s 

Authorized Traders, executive Officers and Authorized Representatives, prior to the approval of 

the Application. 

4. Each Application will be reviewed by SEF staff. The SEF shall provide each Applicant with written 

notice of its determination to grant or deny such Applicant’s request to become a Participant. 

5. The SEF may deny or condition the grant of Participant status of any Applicant:

a. if such Applicant is unable to satisfactorily demonstrate its ability to satisfy the eligibility 

criteria to become or remain a Participant; 

b. if such Applicant is unable to satisfactorily demonstrate its capacity to adhere to SEF

Rules;

c. if such Applicant is the subject of an inquiry, investigation or proceeding conducted by a 

self-regulatory organization or governmental authority that involves the Applicant’s 

fitness to be a Participant; or

d. for any other cause reasonably determined by the SEF. 

6. Any Applicant whose application to become a Participant is denied shall not be entitled to reapply to become a Participant for six (6) months from the date of such denial.

Rule 310. Authorized Traders 

1. Each Participant that is a Trading Firm or a Principal Trading Firm shall designate one or more 

natural persons to be an Authorized Trader. Each Participant designating an Authorized Trader 

shall notify the SEF of such designation in writing. Prior to accessing the SEF, such prospective 

Authorized Trader shall satisfy the requirements of this SEF Rule and SEF Rule 311. Upon 

approval of its designation as an Authorized Trader by the SEF, an Authorized Trader shall be 

entitled to exercise Trading Privileges subject to the terms and conditions of the SEF Rules 

including, without limitation, such Authorized Trader being subject to the jurisdiction of the SEF

with respect to disciplinary matters, and the possible conditioning, restriction or revocation of 

Trading Privileges. For the avoidance of doubt, a Prime Broker shall not have any Authorized 

Traders and shall not access the SEF Trading System, and shall not be responsible for any 
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obligations for which an Authorized Trader and its respective Trading Firm or Principal Trading 

Firm, as applicable, is responsible in connection with accessing the SEF Trading System.

2. Each Participant that is a Trading Firm or a Principal Trading Firm shall guarantee and assume 

responsibility for all of the trading activity of its Authorized Trader(s) on the SEF. Such trading 

activity shall include, without limitation: (i) Orders entered, (ii) Orders accepted for execution, 

(iii) Transactions executed, (iv) Orders such Authorized Trader fails to execute, (v) Orders 

executed negligently, (vi) Orders executed fraudulently, (vii) Orders executed in violation of SEF

Rules, (viii) Orders executed in violation of applicable law; or (ix) any conduct set forth in SEF 

Rule 706.

3. At any time a Participant may revoke the designation it has granted to any Authorized Trader by 

providing written notice of such revocation, and the reason therefor, to the SEF at least one 

Trading Day before the effective date of any such revocation. Each Participant shall take all 

immediate measures appropriate to insure that, after such revocation, the affected Authorized 

Trader(s) shall not (i) have access to the SEF or (ii) utilize his or her User ID. Upon receipt of 

notice of the revocation of the designation of Authorized Trader, the SEF shall act promptly, but 

in no event longer than one Trading Day, to take all steps necessary to disallow access to the SEF

by such formerly designated Authorized Trader. Notwithstanding the foregoing, a Participant 

shall remain responsible for the actions of any Person accessing the SEF by utilizing a User ID of 

any of its Authorized Traders even after such Participant has notified the SEF of the revocation 

of the designation of Authorized Trader in the event the Participant fails to prohibit such 

Authorized Trader’s access to the SEF.

4. Each Participant shall be responsible for the acts and omissions of each of its Authorized Traders

and for the acts and omissions of any Person utilizing a User ID assigned to any of its current or 

former Authorized Traders. Each Participant shall make certain on an ongoing basis that none of 

its Authorized Traders is subject to a disqualification pursuant to applicable law and that each 

Authorized Trader is technically proficient in the use of the SEF Trading System. Each Participant 

shall have written procedures for performing day-to-day monitoring of its Authorized Trader(s) 

to make certain that each will conduct its business in a fair and equitable way and in accordance 

with the SEF Rules. 

5. In connection with the application and interpretation of these SEF Rules, any reference to: 

a. the Trading Privileges of a Participant shall also be deemed to refer and apply to the 

exercise of Trading Privileges by any such Participant’s Authorized Trader(s);

b. a Participant’s entry or receipt of Orders, bids, or offers into or from the SEF or entering 

into Transactions on the SEF, shall be deemed to also refer to and apply to any such 

actions engaged in by any of such Participant’s Authorized Trader(s); and 

c. the knowledge of, or matters known to, any Participant shall be deemed to also refer to 

and include, without limitation, the knowledge of, or matters known, to its Authorized 

Trader(s). 
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Rule 311. Access to the SEF by Authorized Traders

An Authorized Trader may directly access the SEF provided that the following requirements are satisfied;

1. The Authorized Trader shall only be permitted to submit Orders as permitted by the SEF Rules. 

2. Each Participant designating an Authorized Trader shall provide to the SEF such information as 

reasonably requested by the SEF regarding their Authorized Trader(s) including, without 

limitation, name, email address, street address, phone number(s), fax number, and authorized 

account number(s). 

3. Once the SEF is satisfied that all requested information has been provided, the SEF shall issue a 

User ID and password, or other such identifiers as the SEF shall determine are necessary, for 

such Authorized Trader to exercise his or her Trading Privileges. 

4. The SEF will enable the User ID when it determines, in its sole discretion, that all requirements 

and procedures have been met and all necessary risk controls are in place. Notwithstanding the 

foregoing, each Participant shall remain accountable, pursuant to the SEF Rules, for the acts and 

omissions of any of its Authorized Traders, regardless of the risk controls. 

5. A User ID issued to an Authorized Trader may not be used by any other natural Person or entity.

Rule 312. Suspension and Termination of Participant Status 

1. The SEF may summarily limit, restrict, suspend or terminate Participation status of any 

Participant: 

a. if such Participant is unable to demonstrate its ability to continue to satisfy all eligibility 

requirements; 

b. if such Participant becomes subject to any statutory disqualification;

c. within a reasonable time from, and in compliance with, a notice of Final Decision 

regarding a violation of SEF Rules; and 

d. within a reasonable period of time from, and in compliance with, a notice of Final 

Decision of a self-regulatory organization or regulator in which the Participant has been 

barred, expelled or suspended. 

2. The SEF may limit, restrict, suspend or terminate a person’s status as a Participant, including any 

of its Authorized Traders, in accordance with Chapters 3, 6 and 7 of the SEF Rules.

3. All Participants shall receive prompt written notice of any restriction, suspension or termination 

of their Participant status. 

Rule 313. Process for Review of Denial or Change in Participant Status

1. If the SEF determines to (i) deny an application for Participant status or (ii) condition, suspend 

and/or terminate a Participant’s status (“Status Determination Notice”), then the SEF shall 

promptly notify such Applicant or Participant (“Affected Person”) in writing at the address 

provided by such application or Participant for notices. 
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2. An Affected Person may, within five (5) business days of the date of Status Determination 

Notice, send a written request to the SEF requesting that SEF provide the reasons for the denial, 

conditioning or termination of Participant status. Within ten (10) business days after receiving 

such written request, the SEF shall respond to such Affected Person and provide the reasons for 

denial, conditioning or termination of Participant status. Within ten (10) business days of 

receiving the response, the Affected Person may request in writing that the Participation 

Committee review the determination to deny, condition or terminate its Participant status 

(“Reconsideration Request”). 

3. Upon receipt of the Reconsideration Request the Participation Committee may, in its sole 

discretion, schedule a hearing (in-person or via teleconference), request additional information 

from the Applicant or Participant, or establish any other process that it believes is appropriate 

or necessary to consider the Reconsideration Request. 

4. Within the later of forty-five (45) days of receiving a Reconsideration Request or thirty (30) days 

from the date the hearing is concluded the Participation Committee shall either confirm, reverse 

or modify the denial, conditioning or termination of the Affected Person and shall promptly 

send notice to the Affected Person. The decision of the Participation Committee is the Final 

Decision of the SEF and is not subject to any appeal within the SEF and shall include a statement 

informing the Respondent of their right to appeal to the CFTC. No later than thirty (30) days 

after the date of the Participation Committee’s decision, the SEF shall cause the decision to be 

delivered to the Respondent, at their last known address, by: (i) hand delivery; (ii) deposit in the 

United States mail, postage paid, via registered mail or certified mail return receipt requested; 

(iii) deposit in a nationally recognized overnight mail carrier; or (iv) sending of such documents 

by electronic mail with a confirmation copy promptly sent by United States mail. 

Rule 314. Participant Representatives

1. Each Participant shall designate, subject to the SEF’s approval, an Authorized Representative to 

be the primary contact with the SEF (“Authorized Representative”). An Authorized 

Representative may be an employee of the Participant that is not an Authorized Trader. Each 

such Authorized Representative will:

a. represent such Participant before the SEF and the SEF Committees and receive notices 

on behalf of such Participant including, without limitation, notice regarding a 

Disciplinary Proceeding and any subpoena or document demand, issued pursuant to the 

SEF Rules, related thereto; and 

b. have authority to act on behalf of the Participant, and the SEF shall be entitled to rely on 

the actions and communications of such Authorized Representative. 

2. A Participant may designate a Designated Operational Contact, subject to the SEF’s approval, to 

liaise with the SEF for the purposes of on-boarding onto the SEF and to perform other 

operational duties. A Designated Operational Contact may be an employee of the Participant
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that is not an Authorized Trader. The SEF shall be entitled to rely on the information supplied by 

the Designated Operational Contact to be accurate and complete. 

3. A Participant may choose to designate, subject to the SEF’s approval, a Trading Manager, who is 

an employee of Participant, who may provide notice to the SEF of the following matters:

a. the Products its Authorized Trader(s) may trade; and

b. the Credit Limits to which its Authorized Trader(s) must adhere.

4. A Participant shall designate a Compliance Officer, who shall be responsible for liaising with the 

SEF in connection with any compliance-related matters.

5. The SEF shall promptly notify a Participant in writing of its approval or disapproval of a 

Participant’s designation of an Authorized Representative, a Designated Operational Contact or 

a Trading Manager. 

6. Upon the SEF’s approval of a Participant’s designation of an Authorized Representative, 

Designated Operational Contact or Trading Manager, and upon the Participant’s designation of a 

Compliance Officer, and at all times that such Authorized Representative, Designated 

Operational Contact, Trading Manager or Compliance Officer continues in such capacity, such 

Participant shall provide the SEF with:

a. current contact information and other information the SEF deems necessary or 

desirable, including email address, regarding its Authorized Representative, Designated 

Operational Contact, Trading Manager or Compliance Officer, as applicable; and 

b. prompt written notice of the removal and replacement of any Authorized 

Representative, Designated Operational Contact, Trading Manager or Compliance 

Officer. 

7. For the avoidance of any doubt the replacement of any Participant Representative designated 

by a Participant shall be subject to the terms and conditions of this SEF Rule 314. 

Rule 315. Notices to Participants 

The SEF shall publish notice with respect to each amendment, modification, clarification or 

interpretation of SEF Rules or any action to implement any SEF Rules, in a form and manner that is 

reasonably designed to permit each Participant to become aware of and familiar with, and to implement 

any necessary preparatory measures to be taken by it with respect to, such additions or modifications, 

prior to the effective date thereof (each such notice “Notice to Participants”); provided however that 

any failure by the SEF to publish a Notice to Participants shall not affect the effectiveness of the 

amendment, modification, clarification or interpretation of SEF Rules. For the purposes of this SEF Rule

315, it shall be sufficient (without limiting the discretion of the SEF as to any other reasonable means of 

communication) if a Notice to Participants is published on the SEF’s website; provided, however, that 

the SEF shall use its best efforts to transmit each such Notice to Participants to each Participant via 

email as well. Notwithstanding the foregoing, any amendment, modification, clarification or 

interpretation of SEF Rules shall be made in compliance with the CFTC’s Part 40 Rules. 
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Rule 316. Communications between the SEF and Participants 

1. Each Participant shall provide the SEF with complete and current contact information, including

email addresses, regarding its Authorized Representative, Authorized Trader(s), Trading 

Manager, Designated Operational Contact and Compliance Officer, as applicable. 

2. All communications made to an Authorized Representative shall be deemed to have been made 

to the Participant such Authorized Representative represents. Each Authorized Representative 

shall be responsible for conveying all communications from the SEF to the Participant it 

represents including, without limitation, its Authorized Trader(s), Trading Manager and 

Designated Operational Contact, as applicable.

Rule 317. Fees and Assessments

The Board or any Officer thereof shall have the authority to determine the amounts and due dates of 

any fees to be paid by Participants to the SEF. All fees and amounts owed to the SEF by a Participant

shall be payable upon receipt of an invoice from the SEF. The SEF shall have the right to limit, restrict, 

suspend or terminate Trading Privileges of a Participant that is more than sixty (60) days late in making 

payment to the SEF. 

Rule 318. Market Maker Program

1. In order to provide liquidity and help to maintain a fair and orderly market, from time to time 

the SEF may establish one or more market maker programs in such Products and for such 

periods of time that it deems appropriate (“Market Maker Program”). The SEF will notify 

Participants of its Market Maker Programs by posting a Notice to Participants on the SEF’s 

website, which will provide information concerning: 

a. the Products eligible for the Market Maker Program;

b. the period of time the Market Maker Program will be in effect;

c. the qualifications for a Participant to become a market maker;

d. the procedure a Participant must follow to apply to become a market maker;

e. the commitments and/or obligations of a market maker which may include, without 

limitation, trading hours, minimum bid/ask spread and minimum trading volumes; and 

f. the incentives offered to market makers, which may include, without limitation, rebates, 

reduced fees, the right to provide firm and/or indicative quotes to the SEF and/or other 

benefits as determined by the SEF. 

The SEF may withdraw any Market Maker Programs at any time for any reason. The SEF shall 

have the right to monitor trading activity to determine compliance with the commitments 

and/or obligations required by the SEF’s Market Making Program(s), and to ensure that the 

Market Maker Program(s) does not cause detriment to Participants and/or distort market 

pricing. 
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2. To the extent a Market Maker Program has not been established by the SEF and until such time 

as a Market Maker Program is established by the SEF in accordance with this SEF Rule 318, any 

Proprietary Trading Firm or Trading Firm may request the Market Maker designation. 

Participants designated as a Market Maker under this Rule 318 may provide indicative quotes

(minimum notional amount of 1M base currency units) and/or firm quotes (minimum notional 

amount of 500,000 base currency units) to the SEF. Participants designated as a Market Maker

in accordance with this SEF Rule 318 may receive, at the SEF’s discretion, certain post-trade data 

reports. Such data may include information on Orders with which such Participant had 

interacted during a certain Trading Day, such as (a) a list of all of the Transactions entered into

on the SEF by the Participant on such Trading Day, or (b) a list of volumes of such Participant’s 

trading activity on the SEF in respect of such Trading Day. 

Rule 319. Withdrawal of a Participant

A Participant may withdraw from the SEF by submitting a written request to the SEF. All requests for 

withdrawal of Participant status will be reviewed by SEF staff. Unless otherwise provided by written 

agreement a Participant’s request to withdraw from the SEF shall be effective thirty (30) Trading Days 

after the SEF’s receipt of a Participant’s request to withdraw and shall be conditioned upon payment of 

all fees due and owing to the SEF by such Participant. Subject to SEF Rule 320, a Participant shall be 

subject to the jurisdiction of the SEF for one year from the date of its withdrawal from the SEF, or such 

longer period as shall be required under CFTC Rules. 

Rule 320. Continuing Jurisdiction 

Notwithstanding SEF Rule 319, any Participant which either has (i) withdrawn from the SEF or (ii) had its

Trading Privileges terminated or revoked by the SEF, shall remain subject to the jurisdiction of the SEF

with respect to all matters arising from, in connection with or related to the status, acts or omissions of 

such Participant that occurred prior to such Participant’s withdrawal, or prior to the termination or 

revocation of such Participant’s Trading Privileges. 

Rule 321. Independent Software Vendors 

An independent software vendor (an “ISV”) means a Person that makes available to Participants a 

system or platform offering smart order routing, trading software, an aggregator platform or a 

combination of the foregoing, but does not provide Participants with the ability to enter into 

Transactions on the SEF. Only a SEF ISV may have access to the SEF. An ISV that has been approved by 

the SEF may become a SEF ISV. To be approved as a SEF ISV an ISV shall:

1. be an entity, including without limitation a corporation, limited liability company, partnership or 

trust, that is duly organized and in good standing under the laws of the jurisdiction of its 

organization or incorporation; 

2. be of good reputation and business integrity;

3. have no legal restriction(s) that would prohibit it from obtaining access to the SEF; 
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4. have appropriate technical and operational controls; 

5. meet minimum average trade volume requirements for such Participants which are directed by 

the ISV to the SEF, as such volumes are determined by the SEF; 

6. enter into a binding agreement with the SEF whereby the SEF may impose certain fees in 

consideration of its agreement to service the ISV while it accesses the SEF; and 

7. satisfy any other requirements regarding system testing and/or certification that the SEF may 

deem necessary or desirable. 

Rule 322. Reserved

Rule 323. Reserved

Rule 324. Impartial Access to the SEF 

1. The SEF will allow any ECP to access its markets and market services on an impartial basis 

provided that such ECP complies with the documentation and eligibility requirements set forth 

in the SEF Rules.

2. The SEF will allow any ISV to access its markets and market services on an impartial basis 

provided that such ISV complies with the documentation and eligibility requirements set forth in 

the SEF Rules.
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CHAPTER 4 PARTICIPANT OBLIGATIONS

Rule 401. Payment of Fees and Assessments

All Participants shall promptly pay all fees and assessments as determined by the SEF. 

Rule 402. Compliance with SEF Rules

Each Participant shall: 

1. comply with the SEF Rules and all laws applicable to its use of the SEF; 

2. use the SEF in a responsible manner and not for any improper or illegal purpose;

3. comply with all applicable laws and regulations;

4. comply with high standards of integrity, market conduct, commercial honor, fair dealing, and 

just and equitable trading principles while performing or attempting to perform any acts related 

to any business related to or concerning the SEF; 

5. not knowingly mislead or conceal any material fact or matter in any dealings with the SEF or in 

response to any SEF Proceeding; and

6. promptly inform the SEF of material changes in the information provided to the SEF in 

connection with the Participant’s application for Participant status on the SEF. 

Rule 403. Supervision

Participants shall create, implement and maintain such reasonable written supervisory procedures as 

are necessary to adequately supervise its Related Parties to ensure their compliance with SEF Rules, the 

rules of any self-regulatory organizations of which the Participant is a member and all applicable laws.

Rule 404. Required Records 

1. Required Records. Each Participant shall (i) prepare and keep current full, complete and 

systematic records and information which include all pertinent data and memoranda relating to 

the complete audit trail all of, in the case of a Principal Trading Firm or a Trading Firm, the 

Transactions it executes and attempts to execute on the SEF, and, in the case of a Prime Broker, 

the Transactions executed for its account by a Trading Firm, each as are required to be kept by it 

pursuant to applicable law and regulation including, without limitation, all records required by 

CFTC Regulations 1.31, 1.35, and 37.404, including, without limitation, records of trading activity 

in the index or instrument used as a reference rate, the underlying commodity, and related 

derivatives markets, and (ii) shall keep current such other records and information and adopt 

such forms as the SEF may from time to time require (“Required Records”). Each Participant 

shall make all Required Records available, upon request, to the SEF, its regulatory service 

provider (if any) and the CFTC. 

2. Retention of Required Records. Unless otherwise provided by applicable law or the SEF Rules, 

all Participants shall retain all Required Records for a period of five (5) years from the date on 
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which they are first prepared. Required Records shall be readily accessible during the first two 

(2) years of the five-year retention period. During the five-year retention period, all Required 

Records shall be made available for inspection by, and copies thereof shall be provided to, the 

SEF and its authorized representatives promptly upon request, and such production shall be 

made at the expense of the Participant required to keep such Required Records. 

3. CFTC Requests. Participants shall make Required Records available to the CFTC upon request 

and/or permit on-site visitation by duly authorized representatives of the CFTC. 

Rule 405. Disclosure and Reporting

Each Participant shall immediately notify the SEF upon becoming aware of any of the following events:

1. any material change in the contact information it has provided to the SEF; 

2. any material failure of or damage to the systems, facilities or equipment of such Participant

used to enter into Transactions on the SEF; 

3. any material failure or damage to the system, facilities or equipment of such Participant

used to timely perform such Participant’s financial obligations related to Transactions; 

4. any expulsion or withdrawal of the Participant, under threat of expulsion, suspension or 

other penalty, in any self-regulatory organization, designated contract market or derivatives 

clearing organization;

5. any revocation, suspension or material conditioning of any registration or license granted by 

any governmental agency in respect of swaps trading (provided, however, that a Prime 

Broker shall not be required to notify the SEF upon becoming aware of any such event as it 

relates to a Trading Firm authorized to enter into Transactions on the SEF for the account of 

such Prime Broker); 

6. the imposition of any material sanction or remedy imposed by a governmental agency, 

including without limitation, a cease and desist letter, a fine, a revocation of trading 

privileges, or a permanent bar from trading; and 

7. the occurrence of an event of insolvency of a Participant, including without limitation, the 

filing of a bankruptcy petition by the Participant, the appointment of a trustee, receiver or 

administrator or the commencement of dissolution proceedings. 

Rule 406. System Security

1. Each Participant that is a Trading Firm or a Principal Trading Firm shall be solely responsible for 

controlling and monitoring the use of the User ID(s) issued to it and to its Authorized Trader(s) 

and for ensuring (i) that each Authorized Trader accessing the SEF Trading System using such 

User ID is assigned a unique password, (ii) that each such password is used only by the 

Participant to which it is assigned, and (iii) that each Participant takes necessary precautions to 

prevent the unauthorized disclosure of its User ID and unique password.

2. In the event of any system security breach, including, without limitation, the unauthorized 

disclosure or use of a User ID or password or the unauthorized access to the SEF Trading System, 
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each Participant that becomes aware of such security breach shall promptly notify the SEF by 

the fastest means possible.

3. Each Participant shall be bound by any and all actions taken through use of their User ID or 

passwords regardless of whether such actions were authorized by such Participant. 

4. No Person may knowingly permit or assist the unauthorized use of a User ID for any purpose. 

Rule 407. Reserved

Rule 408. Reserved

Rule 409. Disaster Recovery; Business Continuity

Each Participant shall have written disaster recovery and business continuity policies and procedures in 

place to ensure it is able to perform certain basic operational functions in the event of a significant 

internal or external interruption to its operations. 

Rule 410. Mandatory Trading 

Each Participant shall be responsible for compliance with the mandatory trading requirement under 

Section 2(h)(8) of the CEA and shall not enter into any Required Transaction off a SEF.
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CHAPTER 5 TRADING PRACTICES AND SDR REPORTING

Rule 501. Scope 

1. Scope. Unless otherwise provided in the SEF Rules, this Chapter 5 governs all trading activity on 

the SEF. 

2. Transaction Execution. Transaction execution will occur by electronic order book. 

3. Execution Market Places. The SEF operates an electronic order book. 

Rule 502. Trading Day and Trading Hours 

From time to time the SEF shall determine the Trading Days for each calendar year and the Trading 

Hours in respect of each Trading Day. The SEF shall publish notice of Trading Hours, Trading Days and 

holidays on its website. Unless expressly stated on the website, all time references shall be based upon 

local time in New York, New York. Trading Hours may vary by Product. Unless otherwise noted in the 

Product specification for a Product listed in Chapter 10 of the SEF Rules, the Trading Hours of the SEF 

begin on each Sunday at 5:00 p.m., and end on the following Friday at 5:00 p.m., with a suspension of 

trading between 5:00 p.m. and 5:30 p.m. on each of the Monday through Thursday during each such 

period. 

Rule 503. Publication of Trading Information 

The SEF will publish trading information as required by CEA Section 5h(f)(9) and Parts 16 and 37 of the 

CFTC Regulations. 

Rule 504. Order Entry on the SEF

1. No Person may use a User ID to place a request to trade except as permitted by the SEF Rules. 

2. Orders shall be entered on the SEF by submitting the request into the SEF’s order book, 

pursuant to SEF Rule 505. 

3. The SEF shall maintain an electronic record of all Orders entered into the SEF that provides all 

data reflecting the details of each such Order including order modifications, cancellations and 

executions. 

4. Each Trading Firm and each Principal Trading Firm shall be legally responsible for any and all 

obligations arising from trading activity or conduct of such Participant and such Participant’s 

Authorized Traders, including without limitation, for any prohibited activity set forth in SEF Rule 

706. Each Prime Broker shall be legally responsible for the financial obligations of each 

Transaction to which such Prime Broker is party, whether such Transaction was entered into by 

its Trading Firm or by such Trading Firm’s Authorized Trader on behalf of such Prime Broker. 

5. All Orders submitted to the SEF by a Participant shall contain the following information: 

a. the name and Legal Entity Identifier of the Trading Firm or the Principal Trading Firm

submitting the Order; 

b. the name and Legal Entity Identifier of the Prime Broker or the Principal Trading Firm, as 

applicable, which will be the counterparty to the Transaction;
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c. the name of the Authorized Trader acting on behalf of the Participant; 

d. Order type;

e. the Contract; 

f. the Rate; 

g. whether the Prime Broker or the Principal Trading Firm, as applicable, will be the buyer 

or seller of the Reference Currency; 

h. the Notional Amount; and

i. the CTI code. 

6. To the extent a Participant submits an Order to the SEF that fails to include any of the foregoing 

information, the SEF Trading System will reject the Order, with the following exceptions: 

a. At the prior request of the Participant, which request may apply to all Orders submitted 

by the Participant, and as such request is accepted by the SEF in its discretion, if the 

Order does not include the Tenor of the Contract, the SEF Trading System will consider 

the Order to have been submitted with a Tenor of one month.

b. If the Order does not include the Settlement Date or the Valuation Date of the Contract, 

the SEF Trading System will consider the Order to have been submitted with the 

Settlement Date and/or Valuation Date as set forth in the SEF’s Contract list as provided 

in SEF Rule 505(6).

Rule 505. Entry of Orders on the SEF’s Order Book 

1. Acceptable Orders. The following types of Orders may be entered into the order book of the 

SEF: 

Sweepable Platform Order Types1 Description

a. Limit Orders A Limit Order is a request to enter into a Transaction in 

respect of a Product at a specified Rate or a better Rate 

obtainable in the order book. 

i. Session The Limit Session Order will submit an Order to the SEF 

Trading System with a limit Rate, matching immediately or 

becoming a new open Order. The Order's time in force is 

Session; the Order will remain on the Sweepable Platform 

order book until completely filled, canceled by the 

Participant, or the Participant’s session is terminated with the

Platform. As set forth in SEF Rule 505(2), Limit Session Orders 

1 All Sweepable Platform order types may be submitted via API with a minimum trade size at the Participant’s 

discretion (e.g., to not receive partial fills). This functionality is not available via GUI.
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Sweepable Platform Order Types1 Description

may be provided on an indicative basis in some cases by 

certain categories of Participants as more fully set forth in SEF 

Rule 318.

1. Iceberg The Iceberg Order will submit a Limit Session Order to the SEF 

Trading System, with a Participant-defined visible Notional 

Amount, which appears on the order book, and a hidden 

Notional Amount, which does not. The visible Notional 

Amount will not change as partial fills are executed, until the 

remaining balance is equal to the visible Notional Amount. 

Participants may request an entitlement to submit zero-show 

Orders. A minimum Notional Amount of USD 250k equivalent 

is required on all zero-show Orders; Orders having a Notional 

Amount below this Notional Amount are rejected. 

2. Peg The Peg Order will submit an auto-repriced Limit Session 

Order to the SEF Trading System based upon the Participant’s 

chosen parameters. It is available on a per Order basis at the 

Participant’s discretion (via FIX tag), or as an account 

configuration upon Participant request (when configured, will 

apply to all Peg Orders). These Peg Orders are pegged against 

all quotes on the Sweepable Platform, including those not 

within the Participant’s configured order books. Cancel / 

replace Orders are automatically submitted upon any change 

to the best market quote(s) on the SEF Trading System. A Peg 

Order may be pegged to either side of an Order (i.e., an Order 

may be pegged to either the bid or the offer). A Participant 

may submit up to six (6) Peg Orders per Contract per session 

at any one time. Upon receiving the Peg Order, the SEF 

Trading System timestamps the Peg Order with an “Order 

Received” tag. The “Order Received” time will remain static 

for the life of the Order and is the “time” used when sorting 

and matching Orders as described in SEF Rule 505(4). The Peg 

Order may be canceled but cannot be otherwise modified. 

a. Mid-Match 

Eligible Peg

Mid-match eligibility is a specific property of a Peg Order. It is 

available on a per Order basis at the Participant’s discretion 

(via FIX tag), or as an account configuration upon Participant 
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Sweepable Platform Order Types1 Description

request (when configured, will apply to all Peg Orders). MidMatch Eligible Peg bid and offer Orders will match at the SEF 

Trading System-determined mid price, so long as each 

respective Limit price is satisfied. The Mid-Match Eligible Peg 

may be canceled but cannot be otherwise modified. 

ii. Immediate or Cancel 

(“IOC”)

The Limit IOC Order will submit an aggressive Order to the 

SEF Trading System. This Order will match against the best 

market quote(s) better than or equal to the limit Rate. If there 

is no quote better than or equal to the limit Rate available, 

the remaining balance will be canceled by the SEF Trading 

System. The Order's time in force is IOC; it may be 

completely filled, partially filled, or canceled.

1. Limit IOC with 

Good ‘Til Time 

(“GTT”) Option

GTT Order will submit a Limit Order to the SEF Trading 

System, matching against the best market quote(s) better 

than or equal to the Limit Rate. If there is no quote better 

than or equal to the limit Rate available, the GTT Order’s 

remaining balance will convert to a Limit Session Order 

(including as an Iceberg Order, at the Participant’s discretion) 

and post to the SEF order book for a designated period of 

time. The GTT Order is available as an account configuration 

upon Participant request (when configured, will apply to all of 

a Participant’s Limit IOCs).

b. Market Orders The Market Order will submit an aggressive Order to the SEF 

Trading System with no limit Rate. All Market Orders are IOC 

Orders. This Order will match against the best market 

quote(s) until the Notional Amount of the Orders is 

completely filled or there is no remaining liquidity on the 

order book. Any remaining balance of the Notional Amount 

of the Order will be canceled by the SEF Trading System. 

Market Orders are not supported on the GUI. 
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Full Amount Platform Order Types Description

1. Limit Orders

A. Session See (1)(a)(i) under Sweepable Platform Order Types.

This Order type is only available to Market Makers.

B. Limit IOC See (1)(a)(ii) under Sweepable Platform Order Types.

This Order type is only available to liquidity consumers (i.e. 

non-Market Makers). 

c. Whole Integers. All Orders must be submitted in Settlement Currency terms, in Notional 

Amounts with whole integers. Orders submitted with decimal Notional Amounts are rejected. 

The SEF Trading System will round the Reference Currency Notional Amount on all 

Transactions to the nearest whole integer such that the Reference Currency Notional Amount 

will never be expressed as a decimal amount. For example, KRW 1,000,000.49 is rounded to 

KRW 1,000,000.00 and KRW 1,000,000.50 is rounded to KRW 1,000,001.00. 

d. Regulatory Considerations. Any trading activity that is intended to disrupt orderly trading or 

to manipulate or attempt to manipulate a Rate of any Product or to benefit a Peg or MidMatch Eligible Peg Order will subject the Participant to disciplinary action for any of a number 

of rule violations, including, but not limited to: Market Manipulation (SEF Rule 706(6)), 

Disruptive Trading Practices or “spoofing” (SEF Rule 706(4)), or Conduct Detrimental to the 

SEF (SEF Rule 706(2)). 

Investigation of suspected manipulative or disruptive activity related to Peg and Mid-Match 

Eligible Peg Orders may include a review of positions and trading activity by the SEF’s 

Regulatory Division to determine if such activity was disruptive, collusive, and/or caused or 

attempted to cause aberrant price movement. Pursuant to SEF Rule 702, it is an offense to fail 

to produce Required Records (as defined in SEF Rule 404) requested by authorized SEF 

staff. Pursuant to SEF Rule 404(1), the SEF always has the authority to request books and 

records as well as other relevant information regarding the nature of a Participant’s trading 

and positions in SEF Products and in any related markets as part of its regulatory program.

2. Firm Liquidity and Indicative Quotes. Each of the acceptable Orders set forth in SEF Rule 505(1), 

above, may be provided on a firm and, in some cases by certain categories of Participants as 

more fully set forth in SEF Rule 318, on an indicative basis. Firm liquidity consists of Orders 

submitted to the SEF that are immediately executable against incoming Orders without any 

further action. Indicative quotes, or non-firm liquidity, consist of Orders submitted to the SEF 

that require the Participant submitting the request to either accept or decline an incoming 

Order within the Order Review Timeframe. Participants may, upon request, choose to interact 
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with both firm and non-firm liquidity, or may opt to interact only with firm or non-firm liquidity.

A minimum Notional Amount of USD 1M equivalent is required on all non-firm Orders; non-firm 

Orders having a Notional Amount below USD 1M equivalent are rejected.

To the extent a Participant has been designated as a Market Maker pursuant to SEF Rule 318, 

such Market Maker may be permitted to provide non-firm liquidity to the SEF. 

A Market Maker will have a systemically-enforced Order Review Timeframe of 35 milliseconds. 

The SEF reserves the right to add a margin of error to the Order Review Timeframe to account

for unpredictable latency. The SEF does not disclose any identifying counterparty information to 

Market Makers before or during the Order Review Timeframe. If a Market Maker does not 

affirmatively accept or decline an incoming Order within the Order Review Timeframe, the 

incoming Order will be deemed to have been rejected by the Market Maker and no Transaction

will be executed. If a Market Maker attempts to accept the incoming Order after the Order 

Review Timeframe has expired, the SEF will electronically notify it that no Transaction was 

executed. At the SEF’s discretion, a Market Maker that fails to meet the criteria established in 

the Market Maker Program shall lose its privilege of providing non-firm liquidity to the SEF.

An Order which is submitted by a Participant which accesses the SEF via the API provided by the 

SEF and which has chosen to interact with both firm and non-firm liquidity, will be routed to 

match the best available quote (as set forth in SEF Rule 505(4)), whether such quote is firm or 

non-firm. In the event that such Order is routed to match a non-firm quote and (a) the relevant 

Market Maker declines such Order during the Order Review Timeframe, or (b) the Order is not 

accepted by the relevant Market Maker prior to the expiration of the Order Review Timeframe, 

such Order will subsequently be re-routed to match the best available firm quote.

An Order which is submitted by a Participant which accesses the SEF via GUI and which has 

chosen to interact with both firm and non-firm liquidity will be routed to match the best 

available quote (as set forth in SEF Rule 505(4)), whether such quote is firm or non-firm. In the 

event that such Order is routed to match a non-firm quote and the relevant Market Maker 

declines such Order during the Order Review Timeframe, such Order will subsequently be rerouted to match the best available quote, whether firm or non-firm. If, in this case, the Order is 

re-routed to match a non-firm quote and the relevant Market Maker also declines this Order 

during the Order Review Timeframe, then such Order will subsequently be re-routed to match 

the best available firm quote.

API and GUI Participants may request that their account be set to follow either of the processes 

set forth in the previous paragraphs.
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3. Entry of Orders. An Order may be submitted by (a) a Trading Firm on behalf of a Prime Broker

on whose behalf such Trading Firm is authorized to act, or (b) by a Principal Trading Firm for its 

own account. 

4. Priority. All Orders received in the order book are sorted and matched based on a protocol of 

variables to be considered in the following order: (i) Rate, (ii) firm (displayed, then hidden), 

(iii) indicative; and (iv) time. As set forth in SEF Rule 505(1)(a)(i)(2), for purposes of this Rule, the 

SEF Trading System timestamps Peg and Mid-Match Eligible Orders with an “Order Received” 

tag that remains static for the life of the Order.

5. Resting Orders. Resting Orders are visible to all Participants and are firm and executable until 

such time that the request is executed, modified or cancelled either by the Participant or the 

SEF pursuant to SEF Rule 507, or as provided in the Acceptable Orders descriptions set forth in 

SEF Rule 505(1) above. 

6. Available Contracts. At the beginning of each Trading Day, the SEF shall provide to all 

Participants a list of Contracts in respect of which a Transaction may be executed on such 

Trading Day. In the case of an NDF, for example, an available Contract shall list the Reference 

Currency, the Settlement Date and the Valuation Date. Each Contract in respect of an NDF shall 

also be deemed to include all of the information listed in SEF Rule 1001, which information 

constitutes static data and which will apply equally to all such Contracts. The information set 

forth on this list shall represent the terms of any such Contract and the SEF shall not be 

responsible for making adjustments to the Settlement Date or the Valuation Date in the event 

that a Transaction is executed prior to the announcement of an Unscheduled Holiday, as such 

term is defined in the EMTA Definitions.

7. Available Counterparties. At any time, a Prime Broker or Principal Trading Firm will be able to 

enter into a Transaction on the SEF with another Prime Broker or Principal Trading Firm only to 

the extent that the counterparties to a Transaction are bound, on a bilateral basis, by the terms 

of master documentation required by CFTC Regulations to govern any such Transaction.

8. Minimum Tick Size. Orders submitted to the SEF may not be in price increments which are less 

than the Minimum Tick Size in respect of the applicable Contract as set forth in SEF Rule 510(3); 

Orders submitted to the SEF reflecting price increments below the Minimum Tick Size in respect 

of the applicable Contract shall be rejected by the SEF Trading System. A “Minimum Tick Size” 

denotes the smallest price increment allowed in respect of Orders submitted to the SEF in

respect of a given Contract.

9. Pip. A “Pip” refers to the smallest decimal digit of precision commonly used in market 

convention for quoting any given currency pair as set forth in SEF Rule 510(3). Depending on 

the currency pair, the Pip value may vary considerably. A Pip for any given currency pair 

available on the SEF may vary from the currency pair’s Minimum Tick Size such that Orders 

submitted to the SEF for certain currency pairs may be quoted to additional decimal digits of 

precision. 
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Rule 506. Liquidity Configuration; Platforms and Functionalities 

1. Order Books; Configuration. At any time the SEF may operate multiple order books, and at least 

one of such order books shall at all times constitute an all-to-all order book to which each 

Participant has access and which allows each Participant to view all Orders on the SEF Trading 

System at any time that are submitted by each other Participant which has opted to interact 

with the SEF’s all-to-all order book. In addition to any other master documentation requirement 

(as set forth in SEF Rule 505(7)), PB Credit Limit requirement (as set forth in SEF Rule 520), or 

Bilateral Settlement Limit requirement, Participants may choose not to be able to enter into 

Transactions with one or more of the other Participants active on the SEF at any given time by 

subscribing to an order book with liquidity that is configured in accordance with such 

Participant’s criteria. Participants may be able to identify and limit the Participants whose 

Orders are made available to them to accept on the SEF at any time. For example, a Participant 

may opt to exclude the Orders of a given Participant from its available liquidity for commercial 

reasons. For the avoidance of doubt, in addition to any configured order books which may be 

made available to certain Participants in accordance with this paragraph, at all times the SEF 

shall operate an all-to-all order book to which each Participant has full access. Any Participant 

that subscribes to an order book having such configured liquidity will be able to view such order 

book in addition to the SEF’s all-to-all order book, if such Participant opts to interact with the 

SEF’s all-to-all order book. 

2. Platforms and Functionalities. 

a. Sweepable Platform. The SEF operates an anonymous electronic communication 

network on the SEF Trading System as set forth in these Rules. On the Sweepable 

Platform the SEF does not disclose, before or during the Order Review Timeframe, any 

identifying counterparty information to any Participants, whether opting to provide

indicative quotes to the SEF in accordance with SEF Rule 318, or firm quotes. 

b. Full Amount Platform. In addition to the Sweepable Platform, the SEF allows its 

Participants the ability to transact on its Full Amount Platform, which operates 

independently of the Sweepable Platform and differs from it technically and 

substantively. Like the Sweepable Platform, on the Full Amount Platform the SEF does 

not disclose, before or during the Order Review Timeframe, any identifying 

counterparty information to Participants which opt to provide indicative quotes to the 

SEF in accordance with SEF Rule 318, and such Participants may also receive certain 

post-trade data reports as provided in SEF Rule 318(2); all quotes submitted to the Full 

Amount Platform are indicative. The Order Review Timeframe in respect of the Full 

Amount Platform is 35 ms, with a margin of error to account for unpredictable latency

determined at the SEF’s discretion. Participants availing themselves of the Full Amount 

Platform may do so in respect of specific currency pairs and Notional Amounts upon 

request. All Orders received in the Full Amount Platform order book are sorted and 
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matched based on a protocol of variables to be considered in the following order: (i) 

Rate, (ii) time. All aggressing Orders sent to the Full Amount Platform shall have a 

minimum fill size equivalent to the full Notional Amount of the Order, i.e. ‘full amount.’ 

A match will only occur against a single quote in respect of the full Notional Amount of 

the Order (and will not occur in respect of less than such full Notional Amount).

c. Disclosed Trading. Participants which interact on either the Sweepable Platform or the 

Full Amount Platform may elect to trade on a disclosed basis. A Participant which opts 

to provide indicative quotes to the SEF in accordance with Rule 318 on a disclosed basis, 

either on the Sweepable Platform or on the Full Amount Platform, will designate certain 

price takers to which it intends to make such quotes available, and such takers will, in 

turn, designate the Market Maker(s) from which it intends to receive quotes. Each 

disclosed trading session, whether on the Sweepable Platform or the Full Amount 

Platform, will consist of Market Makers and price takers that are known to each other.. 

Quotes available on a disclosed trading basis may be indicative only, and such quotes 

are subject to an Order Review Timeframe that is mutually agreed between the Market 

Maker and the price taker. 

Rule 507. Modification and Cancellation of Orders

1. Modification or Cancellation of Orders by the Participant. Unless otherwise provided in the SEF 

Rules, any Order entered into the electronic order book may be modified or cancelled by the 

Participant until such time that such Order is executed or has otherwise expired, including, if 

applicable, upon the expiration of the relevant Order Review Timeframe. Any such modification 

or cancellation of an Order by a Participant requires that an Order Modify or Order Cancel be 

entered into the SEF by the Participant. Such modification or cancellation shall become 

effective upon receipt of the Order Modify or Order Cancel, as applicable, by the SEF. 

2. Cancellation of Orders by the SEF. The SEF may cancel an open Order in any of the following 

circumstances:

a. The Order remains open when the Participant loses its connection to the SEF 

Trading System.

b. The Order is not executed prior to the expiration of an applicable Order Review 

Timeframe.

c. The SEF determines that the Settlement Date or the Valuation Date in respect of 

a Contract was determined by the SEF incorrectly, in which case all open Orders 

in respect of such Contract having such erroneous Settlement Date or Valuation 

Date, as applicable, shall be cancelled.

d. The Order remains open at the end of a given Trading Day such that a 

Transaction having the Settlement Date or Valuation Date set forth in such 

original request is no longer executable; in which case the SEF may modify such 

Settlement Date or Valuation Date. 
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e. Any other circumstances that, in the sole determination of the SEF, results in an 

open Order becoming incapable of being executed.

Rule 508. Market Information 

The SEF will make available to Participants on an anonymous basis, whether through the SEF Trading 

System, a ticker, a financial information services provider or otherwise, market information regarding 

Rates bid and offered, Transactions executed and any other information it deems appropriate in such 

manner and at such times as it believes is necessary or desirable and consistent with CFTC regulations. 

Each Participant receiving such information may only redistribute such information to such extent and in 

such manner as may be permitted by the SEF Rules. 

Rule 509. Real-Time Market Monitoring 

Real-time monitoring of trading activity on the SEF for compliance purposes shall be conducted by the 

SEF. 

1. The SEF shall monitor and evaluate data on: 

a. an ongoing basis in order to detect and prevent manipulation, Rate distortion, and, 

where necessary, disruptions in the cash-settlement process, and 

b. general market data in order to detect and prevent manipulative activity that would 

result in the failure of the applicable Prevailing Market Rate to reflect the normal forces 

of supply and demand, unusual trading volumes, and impairments to market liquidity. 

2. In addition, the SEF may seek to protect market integrity through use of the following system 

safeguards to prevent the entry of Orders in any of the following circumstances: 

a. pre-trade quantity limits on individual Orders to screen for order quantities not within 

acceptable parameters; 

b. pre-trade rate collars to screen for Orders outside of current market conditions; 

c. throttles to screen for the submission of too many messages in a specified period of 

time; and

d. maximum open exposure limits to prevent any Participant from submitting Orders in 

excess of a pre-determined maximum exposure. 

Rule 510. Error Trades; Off-Market Transactions; Breach of PB Credit Limits

1. Authority. The SEF shall be authorized to adjust Rates or cancel Transactions when necessary to 

mitigate market disrupting events, which include, without limitation, errors resulting from Order 

entry or system malfunctions. 

2. Transaction Review. The SEF may adjust Transaction Rates or cancel any Transaction that, if 

allowed to remain, would have meaningful adverse effects on the integrity of the market that 

result from (i) the SEF’s observation of the market, (ii) system malfunction, or (iii) a request from 

a Participant. If a Participant believes that (a) the execution of its Order was done in error in 

terms of the applicable Rate in respect of the executed Transaction as more fully described 

below, or that (b) as a result of a systems error, a Transaction is entered into by a Trading Firm 
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on behalf of a Prime Broker in violation of such Prime Broker’s establishment of such Trading 

Firm’s PB Credit Limit in accordance with SEF Rule 520, such Participant may submit a 

Transaction for review or request that a Transaction be cancelled in accordance with the 

procedures set forth below. 

3. Process for Transaction Review; Off-Market Transactions. 

a. If a Participant believes that the execution of its Order was made in error in terms of (a) 

the applicable Rate in respect of the executed Transaction and that such Rate deviates 

from the Prevailing Market Rate in excess of the range set forth below (the “Fair Trade 

Range”), (b) the applicable Settlement Date, or (c) the application Valuation Date, such

Participant may initiate a review by making a request within thirty (30) minutes of 

Transaction execution via electronic mail to SEFerrortrade@cboe.com. Such requests 

for review must contain the following information : 

-time of submission of the Order to the SEF; 

-time of Transaction execution;

-Reference Currency;

-Notional Amount;

-Rate; 

-whether the party requesting review was the buyer or seller of the Reference 

Currency; and

-the factual basis for believing that the Transaction is an Off-Market 

Transaction. 

b. An “Off-Market” Transaction is generally defined as a Transaction resulting from the 

execution of an Order, other than a Market Order, at a Rate substantially away from, or 

inconsistent with, the prevailing market for that currency pair at the time of execution. 

The prevailing market is determined by the SEF Market Monitor, in his or her discretion, 

by reference to factors that may include the midpoint of the best bid/ask spread 

available to the Participant at the time of Order entry on the SEF, the Rates available to 

other Participants on the SEF, Rates otherwise available in the broader market, including 

Rates available on other venues that offer trading in NDF Transactions, and/or any other 

relevant fact or circumstance.

c. The Fair Trade Ranges set forth herein are provided as guidance only and are not 

intended to prevent or require the review by the SEF of any Transaction, however, a 

Transaction executed at a Rate outside of the applicable Fair Trade Range may be 

reviewed as a potential Off-Market Transaction. Notwithstanding anything herein to 

the contrary, the SEF reserves the right, in its discretion, to review any Transaction 

executed on the SEF, including any Transaction executed at a Rate within the applicable 

Fair Trade Range. 
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d. If the SEF Market Monitor determines that the Rate in respect of a Transaction under 

review is not a fair value level, the Rate will be adjusted to the fair value level 

determined by the SEF Market Monitor. 

e. The following Fair Trade Ranges shall apply to the SEF: 

Currency 

Pair Tenor Minimum Tick Size

PIP 

Value

Fair Trade 

Range

(+/- PIPs)

USDARS 1, 2, 3 or 6 months, 1 year, End-of-Month or IMM 0.0001 0.0001 1500

USDBRL 1, 2, 3 or 6 months, 1 year, End-of-Month, IMM or BMF 0.0001 0.0001 100

USDCLP 1, 2, 3 or 6 months, 1 year, End-of-Month or IMM 0.01 0.01 200

USDCNY 1, 2, 3 or 6 months, 1 year, End-of-Month or IMM 0.0001 0.0001 100

USDCOP 1, 2, 3 or 6 months, 1 year, End-of-Month or IMM 0.01 0.01 1000

USDGHS 1, 2, 3 or 6 months, 1 year, End-of-Month or IMM 0.0001 0.0001 120

USDIDR 1, 2, 3 or 6 months, 1 year, End-of-Month or IMM 1 1 40

USDINR 1, 2, 3 or 6 months, 1 year, End-of-Month or IMM 0.001 0.01 120

USDKES 1, 2, 3 or 6 months, 1 year, End-of-Month or IMM 0.01 0.01 30

USDKRW 1, 2, 3 or 6 months, 1 year, End-of-Month or IMM 0.01 0.01 150

USDKZT 1, 2, 3 or 6 months, 1 year, End-of-Month or IMM 0.01 0.01 100

USDMYR 1, 2, 3 or 6 months, 1 year, End-of-Month or IMM 0.0001 0.0001 100

USDPEN 1, 2, 3 or 6 months, 1 year, End-of-Month or IMM 0.0001 0.0001 100

USDPHP 1, 2, 3 or 6 months, 1 year, End-of-Month or IMM 0.001 0.01 10

USDRUB 1, 2, 3 or 6 months, 1 year, End-of-Month or IMM 0.0001 0.0001 100

USDTWD 1, 2, 3 or 6 months, 1 year, End-of-Month or IMM 0.001 0.01 6

4. Process for Transaction Review; Breach of PB Credit Limits. In the event that a Transaction is 

entered into by a Trading Firm on behalf of a Prime Broker in violation of such Prime Broker’s 

establishment of such Trading Firm’s PB Credit Limit in accordance with and subject to SEF Rule 

520, the Prime Broker may seek to cancel the Transaction by notifying the SEF of such request 

via electronic mail to SEFerrortrade@cboe.com as soon as possible, but in any case not later 

than two (2) hours following receipt by the Prime Broker of the relevant Transaction

Confirmation. Should the Prime Broker request that the SEF cancel the Transaction, the SEF 

shall be responsible for any administrative requirements of such cancellation, including but not 

limited to correcting the reporting of the Transaction with the SDR. If the Prime Broker fails to 

notify the SEF of its request to cancel the Transaction within the timeframe set forth in this 

paragraph, the Transaction shall stand. 

5. Process for Transaction Review and Results of Review

a. If a series of Transactions is the subject of a review or cancellation request, one email 

request will be considered sufficient if the fact that the Transaction is part of a series is 

made known to the SEF. The SEF Market Monitor, in its sole discretion, will determine if 
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the request for review or cancellation will be accepted. If the request to review a

Transaction is granted, the SEF Market Monitor will issue a notice to all Participants that 

the Transaction has entered the review process.

b. In the event of a Transaction review that results in a Rate adjustment or cancellation, 

Participants agree that Transactions will be subject to cancellation and correct 

protocols. 

c. Promptly upon completion of its Transaction review, the SEF will issue a Notice to 

Participants of the results of the Transaction review indicating whether the Transaction

stands, the Transaction has been cancelled, or, if the Transaction has been adjusted, the 

adjusted Rate. 

Rule 511. Price Limits

Subject to SEF Rule 203, the SEF’s Chief Executive Officer or his or her designee shall have the authority 

to impose (i) Rate limits, (ii) trading pauses, and/or (iii) trading halts, to trading in a particular Product in 

the event of extraordinary Rate movements that may result in distorted Rates or that may trigger 

market disruptions. 

Rule 512. Limitation of Liability and Prohibition on Claims

ANY CLAIM BROUGHT AGAINST THE SEF (AND ANY OF ITS AFFILIATES, SUBSIDIARIES AND THEIR 

RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, COMMITTEE MEMBERS AND 

MEMBERS) MUST BE BROUGHT IN COMPLIANCE WITH THIS RULE. LIMITATIONS ON LIABILITY SET 

FORTH IN THIS RULE SHALL BE SUBJECT TO THE SEF’S OBLIGATIONS ARISING UNDER THE CEA AND CFTC 

REGULATIONS, INCLUDING PART 37. A PERSON THAT HAS BEEN FINALLY ADJUDICATED TO HAVE 

ENGAGED IN WANTON OR WILLFUL MISCONDUCT CANNOT AVAIL ITSELF OF THE PROTECTIONS OF THIS 

RULE.

1. EACH PARTICIPANT UNDERSTANDS AND AGREES THAT THE SEF IS NOT A PARTY (EITHER 

DIRECTLY OR INDIRECTLY) TO ANY TRANSACTION CONDUCTED OR EXECUTED THROUGH THE 

SEF, AND THE SEF IS NOT LIABLE FOR ANY REASON TO ANY PERSON (INCLUDING WITHOUT 

LIMITATION ANY PARTICIPANT, AND/OR CLIENT, AGENT OR EMPLOYEE OF A PARTICIPANT) FOR 

THE ACT OR OMISSION OF ANY PERSON (INCLUDING,WITHOUT LIMITATION, ANY PARTICIPANT, 

AND/OR CLIENT, AGENT OR EMPLOYEE OF A PARTICIPANT) ENTERING INTO ANY TRANSACTIONS

ON THE SEF. 

2. NEITHER THE SEF, NOR ANY OF ITS AFFILIATES, SUBSIDIARIES AND THEIR RESPECTIVE OFFICERS, 

DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, COMMITTEE MEMBERS, MEMBERS AND 

SHAREHOLDERS (COLLECTIVELY “SEF REPRESENTATIVES”) SHALL BE LIABLE TO ANY PERSON FOR 

ANY LOSSES, DAMAGES, COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, INCIDENTAL, 

CONSEQUENTIAL OR PUNITIVE DAMAGES REGARDING A CLAIM, BROUGHT DIRECTLY OR AS A 

THIRD-PARTY CLAIM, REGARDLESS OF NATURE OF THE CAUSE OF ACTION, ARISING FROM:
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a. ANY FAILURE, MALFUNCTION, FAULT IN DELIVERY, DELAY, OMISSION, SUSPENSION, 

INACCURACY, INTERRUPTION, TERMINATION OR OTHER CAUSE RELATED TO THE 

FURNISHING, MAINTENANCE, PERFORMANCE, OPERATION, USE, INABILITY TO USE ALL 

OR ANY PART OF THE SEF TRADING SYSTEM OR SERVICES OF THE SEF, INCLUDING, 

WITHOUT LIMITATION, ORDER ENTRY/DELIVERY, TRADING BY ELECTRONIC MEANS, 

ELECTRONIC COMMUNICATION OF INFORMATION OR MARKET DATA, PRICE REPORTING 

SYSTEMS AND ALL SOFTWARE AND HARDWARE RELATED THERETO;

b. ANY FAILURE, MALFUNCTION, FAULT IN DELIVERY, DELAY, OMISSION, SUSPENSION, 

INACCURACY, INTERRUPTION, TERMINATION OR OTHER CAUSE RELATED TO THE SEF

TRADING SYSTEM OR ANY SYSTEM OR SERVICES USED BY THE SEF TO SUPPORT THE SEF 

TRADING SYSTEM AND SERVICES PROVIDED BY THE SEF, INCLUDING, WITHOUT 

LIMITATION, THIRD PARTIES SUCH AS NETWORK PROVIDERS AND/OR ISVs; 

c. ANY UNAUTHORIZED USE OR UNAUTHORIZED ACCESS TO THE SEF TRADING SYSTEM, OR 

TO SEF SERVICES, EQUIPMENT OR FACILITIES, BY ANY PERSON; OR

d. EXCEPT FOR ORDER STATUS, ANY ERRORS OR INACCURACIES IN INFORMATION 

PROVIDED BY THE SEF. 

3. TO THE EXTENT PERMITTED BY LAW, THE TOTAL COMBINED LIABILITY OF THE SEF AND ITS 

AFFILIATES, SUBSIDIARIES AND/OR ANY OF THE SEF REPRESENTATIVES SHALL NOT EXCEED (i) 

$100,000 FOR ALL LOSSES AND CLAIMS FROM ALL CAUSES SUFFERED ON A SINGLE DAY; AND (II) 

$200,000 FOR ALL LOSSES AND CLAIMS FROM ALL CAUSES SUFFERED IN A SINGLE CALENDAR 

MONTH; PROVIDED, HOWEVER, THAT SUCH LIMITATION DOES NOT APPLY IN RESPECT OF ANY 

LIABILITY ARISING OUT OF THE SEF’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT OR 

TO THE SEF’S INDEMNIFICATION OBLIGATIONS UNDER SEF RULE 513. 

4. TO THE EXTENT A PARTICIPANT ALLEGES THAT IS HAS SUFFERED A LOSS RESULTING FROM AN 

ERROR OF THE SEF DUE TO THE ACTS OR OMMISSIONS OF THE SEF OR DUE TO THE FAILURE OF 

THE SEF TRADING SYSTEM, THE SEF MAY, IN ITS SOLE DISCRETION, COMPENSATE THE 

PARTICIPANT FOR SUCH LOSSES (EACH A “LOSS EVENT”), SUBJECT TO THE LIMITS SET FORTH IN 

SEF RULE 513(3). NOTHING IN THIS RULE SHALL OBLIGATE THE SEF TO SEEK RECOVERY UNDER 

ANY APPLICABLE INSURANCE POLICY. NOTICE OF ALL REQUESTS FOR COMPENSATION 

PURSUANT TO THIS RULE SHALL BE IN WRITING IN A FORM AND MANNER PRESCRIBED BY THE 

SEF AND MUST BE SUBMITTED NO LATER THAN 12:00 P.M. NEW YORK TIME ON THE NEXT 

BUSINESS DAY FOLLOWING THE LOSS EVENT GIVING RISE TO SUCH REQUESTS. ALL REQUESTS 

SHALL BE IN WRITING AND MUST BE SUBMITTED IN A FORM AND MANNER PRESCRIBED BY THE 

SEF ALONG WITH SUPPORTING DOCUMENTATION BY 5:00 P.M. NEW YORK TIME ON THE THIRD 

BUSINESS DAY FOLLOWING THE LOSS EVENT GIVING RISE TO EACH SUCH REQUEST. ADDITIONAL 

INFORMATION RELATED TO THE REQUEST AS REQUESTED BY THE SEF IS ALSO REQUIRED TO BE 

PROVIDED IN A FORM AND MANNER PRESCRIBED BY THE SEF. THE SEF SHALL NOT CONSIDER 

REQUESTS FOR WHICH TIMELY NOTICE AND SUBMISSION HAVE NOT BEEN PROVIDED AS 
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REQUIRED UNDER THIS SEF RULE 513(4). IN DETERMINING WHETHER TO MAKE PAYMENT OF A 

REQUEST PURSUANT TO THIS SEF RULE 513(4), THE SEF MAY DETERMINE WHETHER THE 

AMOUNT REQUESTED SHOULD BE REDUCED BASED ON THE ACTIONS OR INACTIONS OF THE 

REQUESTING PARTICIPANT, INCLUDING, WITHOUT LIMITATION, WHETHER THE ACTIONS OR 

INACTIONS OF THE PARTICIPANT CONTRIBUTED TO THE LOSS EVENT; WHETHER THE 

PARTICIPANT MADE APPROPRIATE EFFORTS TO MITIGATE ITS LOSS; WHETHER THE PARTICIPANT 

REALIZED ANY GAINS AS A RESULT OF A LOSS EVENT; WHETHER THE LOSSES OF THE 

PARTICIPANT, IF ANY, WERE OFFSET BY HEDGES OF POSITIONS EITHER ON THE SEF OR ON 

ANOTHER AFFILIATED OR UNAFFILIATED MARKET; AND WHETHER THE PARTICIPANT PROVIDED 

SUFFICIENT INFORMATION TO DOCUMENT THE REQUEST AND AS REQUESTED BY THE SEF. ALL 

DETERMINATIONS MADE PURSUANT TO THIS RULE BY THE SEF SHALL BE FINAL AND NOT 

SUBJECT TO APPEAL UNDER THE RULES OF THE SEF OR OTHERWISE.

5. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS, INCLUDING, 

WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR 

A PARTICULAR PURPOSE OR USE, PROVIDED BY THE SEF, OR ANY OF ITS AFFILIATES OR 

SUBSIDIARIES, TO ANY PERSON REGARDING THE SEF TRADING SYSTEM. 

6. ANY ACTION, PROCEEDING OR SUIT BROUGHT AGAINST THE SEF OR ANY OF ITS SEF

REPRESENTATIVES SHALL BE BROUGHT WITHIN ONE (1) YEAR FROM THE DATE THAT THE CAUSE 

OF ACTION ACCRUED. ANY SUCH ACTION, PROCEEDING OR SUIT SHALL BE COMMENCED IN THE 

STATE OR FEDERAL COURTS LOCATED IN THE STATE, CITY AND COUNTY OF NEW YORK, AND 

EACH PARTY EXPRESSLY WAIVES ANY OBJECTION TO VENUE THEREIN AND CONSENTS TO THE 

JURISDICTION OF SUCH COURTS. IN ANY SUCH ACTION, PROCEEDING OR SUIT AGAINST THE SEF

AND/OR A SEF REPRESENTATIVE EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY 

TRIAL. NEITHER A PARTICIPANT ON THE ONE HAND, NOR THE SEF ON THE OTHER, NOR THEIR 

AFFILIATES OR THIRD PARTY PROVIDERS (AND THEIR RESPECTIVE REPRESENTATIVES), SHALL BE 

LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES 

(INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, LOST DATA, LOSS OF USE OF THE SEF, 

BUSINESS INTERRUPTION, LOSS OF BUSINESS REPUTATION OR GOODWILL, COSTS OF 

SUBSTITUTE SERVICES, OR DOWNTIME COSTS) SUFFERED BY THE OTHER PARTY, ITS AFFILIATES, 

THIRD PARTY PROVIDERS AND REPRESENTATIVES, EVEN IF THE OTHER PARTY, ITS AFFILIATES, 

THIRD PARTY PROVIDERS AND REPRESENTATIVES HAVE BEEN PREVIOUSLY ADVISED OF THE 

POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL 

PURPOSE; PROVIDED, HOWEVER, THAT THIS SEF RULE 512(6) SHALL NOT LIMIT THE 

REGULATORY AUTHORITY OF THE SEF, INCLUDING BUT NOT LIMITED TO ITS AUTHORITY AS SET 

FORTH IN CHAPTER 7 OF THESE RULES. 

Rule 513. Indemnification by the SEF

The SEF agrees to defend, hold harmless and indemnify each Participant from and against any claim, suit 

or proceeding brought by a third party against such Participant to the extent that such claim, suit or 
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proceeding is based on a claim that the SEF Trading System infringes any copyright, trade secret or 

registered patent of a third party, and the SEF shall pay all costs incurred by (including reasonable 

attorneys’ fees and disbursements) and damages finally awarded against a Participant with respect to 

such third-party claim, suit or proceeding, but shall not be responsible in any way for any compromise or 

settlement made without the SEF’s prior written consent. Such indemnity, however, specifically 

excludes any claims, suits or proceedings (or portions thereof) which arise or result, directly or 

indirectly, from the misuse of the SEF Trading System by the Participant, or the use of the SEF Trading 

System by the Participant in a manner that violates applicable law or the SEF Rules, or in a manner for 

which the SEF Trading System was neither designed nor contemplated, provided that no infringement 

would have occurred absent such misuse or such use. Such indemnity also specifically excludes any 

claims, suits or proceedings which arise or result from (i) alteration of the SEF Trading System by the 

Participant, provided that no infringement would have occurred absent such alteration, or (ii) use of the 

SEF Trading System by the Participant in combination with apparatus, hardware, software or services 

not provided, authorized or furnished by the SEF, provided that no infringement would have occurred 

absent such combination. The Participant seeking indemnification hereunder shall cooperate with the 

SEF with regard to the defense of any claim, proceeding, suit or threatened suit. The SEF shall have full 

control of any such claim, proceeding or suit and the authority to settle or otherwise dispose of any suit 

or threatened suit, provided that the SEF shall not agree to any such settlement without the 

Participant’s prior written consent if such settlement would impose any liability or obligation upon the 

Participant. Upon written notice of a third-party claim that the SEF is infringing a third party’s copyright, 

trade secret or registered patent, the SEF may, but is not obligated to (i) modify or replace the SEF 

Trading System to make it non-infringing; (ii) procure any rights from any Person necessary to continue 

to provide access to the SEF Trading System; or (iii) cease to provide access to the SEF Trading System 

(but only if alternatives (i) or (ii) are not commercially reasonable), in full satisfaction of its obligations 

under this SEF Rule 513. 

Rule 514. Customer Type Indicator Codes

At the time of Order entry, all Participants shall identify each Order submitted to the SEF with the 

correct Customer Type Indicator Code (“CTI Code”). The CTI Codes are as follows:

CTI 1: All Orders submitted by a Principal Trading Firm for such Principal Trading Firm’s own

account.

CTI 2: All Orders submitted by a Trading Firm for the account of a Prime Broker.

Rule 515. Block Trades 

Participants shall not submit Block Trades to the SEF, nor shall the SEF accept Block Trades submitted by 

a Participant. A “Block Trade” shall mean a publically reportable swap transaction that: (a) involves a 

swap that is listed on a registered swap execution facility or a designated contract market, (b) occurs 

away from the registered swap execution facility's or designated contract market's trading system or 
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platform and is executed pursuant to the registered swap execution facility's or designated contract 

market's rules and procedures; (c) has a notional or principal amount at or above the appropriate 

minimum block size applicable to such swap; and (d) is reported subject to the rules and procedures of 

the registered swap execution facility or designated contract market and the rules described in this part, 

including the appropriate time delay requirements set forth in CFTC Regulation 43.5.

Rule 516. SDR Reporting 

1. In order for the SEF to report to a registered swap data repository (an “SDR”) Transactions and 

pricing data necessary to publicly disseminate such data pursuant to CFTC Regulation Part 43 

and Appendix A thereto, each Participant shall provide to the SEF information sufficient to 

enable the SEF to report all Primary Economic Terms, as required by applicable law. 

2. The SEF shall determine the identity of the reporting counterparty to the Transaction, as 

required by applicable law, and will, as soon as technologically practicable after a publicly 

reportable Transaction has been executed on or pursuant to the SEF Rules, report the 

Transaction to DTCC Data Repository (US) LLC. In the event that both counterparties to the 

Transaction are of the same category of market participant (eg: Swap Dealers), the SEF shall 

determine the reporting counterparty in accordance with the ISDA FX Cash Rule. 

3. As soon as technologically practicable after execution of the publicly reportable Transaction, the 

SEF shall report to a registered SDR Transaction and pricing data necessary to publicly 

disseminate such data pursuant to CFTC Regulation Part 43 and Appendix A thereto, 

confirmation data for the Transaction as defined in CFTC Regulations Part 23 and 45.1, and all 

Primary Economic Terms for the Transaction. 

4. A counterparty to a Transaction, upon becoming aware (either through its own initiative or 

through notice by the other party to the Transaction) of an error or omission in the Transaction

or pricing data which was publically reported by the SEF with respect to such Transaction shall 

promptly submit corrected data to the SEF and to the SDR. 

Rule 517. Position Limits

The SEF may set position limits for any Product (“Position Limits”). Except as provided by the SEF Rules, 

no Participant that enters into Transactions on the SEF may hold or control a position in excess of such 

Position Limit. To reduce the potential threat of market manipulation or congestion, the SEF may adopt 

for each of the Products available for trading on the SEF, as is necessary and appropriate, position 

limitations or position accountability levels for speculators. Where the CFTC has established a position 

limit for any Product, the SEF’s position limit for that Product shall not be higher than the limit 

established by the CFTC in respect of such Product. Position Limits established by the SEF shall apply 

only with respect to trading activity on or subject to the SEF Rules. 

Rule 518. Position Limit Exemptions

Any Participant that enters into Transactions on the SEF may seek an exemption from Position Limits by

submitting a Position Limit exemption application in the manner required by the SEF. The SEF, in its sole 
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discretion, subject to CFTC regulations, may take the following action with respect to a Position Limit

exemption application: (a) grant the exemption conditioned upon certain limitations or conditions, (b) 

grant the exemption, or (c) deny the exemption. Factors to be taken into account by the SEF in 

determining whether to limit or condition a position limit exemption may include, among others, the 

liquidity of the markets involved, sound commercial practices and the Participant’s financial condition 

and business circumstances. The SEF shall provide the applicant with written notice of its 

determination, which shall constitute a Final Decision. The SEF shall have the authority at any time in its 

sole discretion to review and rescind, limit or condition any position limit exemption granted by it.

Rule 519. Position Accountability

The SEF may establish a position accountability level for any Product. Any Participant which holds or 

controls a position that exceeds the position accountability level in a Product shall provide notice to the 

SEF prior to, or within one business day of, exceeding the position accountability level. Such notice shall 

include information regarding the nature and size of the position, trading strategy or hedging activities, 

as applicable. The SEF shall have the right to direct a Participant not to increase the size of a position 

that is subject to position accountability levels. 

Rule 520. Pre-Execution Order Screening 

In making the determination of whether or not to permit an Order from or on behalf of any Trading Firm

to be entered into the SEF pursuant to this SEF Rule 520 by determining whether such Order falls within 

the trading parameters, including, without limitation, the permissible Products, currency pairs, Tenors, 

net open settlement or position limits and any other limits established by the Prime Broker on whose 

behalf such Trading Firm is authorized to trade (a “PB Credit Limit”), as may be amended by the Prime 

Broker from time to time, the SEF shall be entitled to rely upon information provided to it by the Prime 

Broker through the SEF Trading System and the SEF shall not be responsible for any losses to a 

Participant or other Person arising from the Prime Broker’s failure to adequately and appropriately 

monitor its Trading Firms’ PB Credit Limits. The Prime Broker may, alternatively, communicate to the 

SEF the PB Credit Limits of the Trading Firms authorized to trade on its behalf in writing via email or via 

other form of communication; provided, however, that the PB Credit Limits shall only be effective upon 

entry into the SEF Trading System, either by the Prime Broker or by SEF staff on such Prime Broker’s 

behalf. In the event that the Prime Broker so requests that SEF staff enter the PB Credit Limits into the 

SEF Trading System on the Prime Broker’s behalf, SEF staff shall do so promptly upon receipt of relevant 

instructions from the Prime Broker and shall send email confirmation of such entry to the Prime Broker 

as soon as practicable.

Rule 521. Post-Trade Name Give-Up Prohibition

In accordance with CFTC Regulation 37.9(d), no Person (including a Participant and the SEF) may, directly 

or indirectly, including through a third-party service provider, disclose the identity of a counterparty to a 

Contract that is (a) executed anonymously on the SEF and (b) intended to be cleared; provided, 

however, that this SEF Rule 521 shall not apply in respect of Contracts for NDFs until July 5, 2021. For 
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the purpose of this SEF Rule 521, “executed anonymously” shall include a Contract that is pre-arranged 

or pre-negotiated anonymously, including by a Participant.

Rule 522. Reserved

Rule 523. Reserved

Rule 524. Reserved

Rule 525. Legal Certainty of Transactions 

Any Transaction entered into on or pursuant to the SEF Rules shall not be void, voidable, subject to

rescission, otherwise invalidated or rendered unenforceable as a result of: 

a. The SEF’s violation of section 5h of the CEA or Part 37 of the CFTC Regulations; 

b. Any CFTC proceeding to alter or supplement a rule, term, or condition under Section 8a(7) 

of the CEA or to declare an emergency under Section 8a(9) of the CEA; or

c. Any other proceeding the effect of which is to (i) alter or supplement a specific term or 

condition or trading rule or procedure, or (ii) require a swap execution facility to adopt a 

specific term or condition, trading rule or procedure, or to take or refrain from taking a 

specific action. 

Rule 526. Written Record of Transactions 

(1) Contemporaneously with the execution of a Transaction, the SEF Trading System will provide 

each counterparty to a Transaction with a written record of all terms of the Transaction

(“Transaction Confirmation”), which shall legally supersede any previous agreement and serve 

as a confirmation of the Transaction. Each such Transaction Confirmation shall be deemed to 

include the language set forth in SEF Rule 526(2). On request of the SEF, a Participant shall 

provide a copy of any applicable previously-negotiated freestanding agreements between the 

counterparties (the “Counterparty Master Agreement”) to the SEF. The SEF shall be required to 

request that a Participant provide a copy of an applicable Counterparty Master Agreement to 

the SEF if requested to do so by the CFTC, and if so requested the SEF shall provide such copies 

to the CFTC.

(2) Each Transaction Confirmation shall be deemed to include the following language, which is 

incorporated by reference into each such Transaction Confirmation: “This Transaction 

Confirmation confirms the terms of the Transaction entered into between the parties set forth 

below pursuant to the rules of Cboe SEF, LLC (the "SEF"). This Transaction Confirmation 

incorporates by reference the terms of the underlying previously-negotiated freestanding 

agreements (including, without limitation, master agreement, master confirmation agreement 

and incorporated industry definitions) between the parties governing the Transaction (the 

"Master Agreement"). This Transaction Confirmation also incorporates by reference the terms 

set forth on the Template Terms for Non-Deliverable FX Transactions in respect of the relevant 
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CCY Pair as recommended by the Emerging Markets Traders Association and in effect as of the 

Trade Date of the Transaction (the "NDF Template Terms"). In the event of any inconsistency 

between the NDF Template Terms and the terms of the Master Agreement, the terms of the 

Master Agreement will prevail. In the event of any inconsistency between the NDF Template 

Terms or the terms of the Master Agreement on the one hand, and the terms set forth herein 

on the other, the terms set forth herein will prevail.”

Rule 527. Product Specifications

1. The SEF shall only permit trading in Transactions that are not readily susceptible to 

manipulation. The SEF shall, at the time it submits a new Product in advance to the CFTC 

pursuant to Part 40 of the CFTC Regulations, provide the applicable information as set forth 

in Appendix C to Part 38 of the CFTC Regulations – Demonstration of Compliance that a

Contract is not Readily Susceptible to Manipulation.

2. Notwithstanding any provision of the SEF Rules to the contrary, the Product Specification 

with respect to a particular Product shall govern the applicability of the SEF Rules to trading 

in such Product and, in the event of any conflict between the SEF Rules and the Product 

Specification, the Product Specification shall govern with respect to trading in the relevant 

Product.

3. The Product Specification for each individual Product must specify, to the extent applicable:

a. Different classes of Participants eligible to trade such Products, and the rights 

and obligations of each such class of Participant as specified by the Product 

Specification for each such Product; 

b. Whether such Product may be settled via cash settlement, physical delivery of 

the underlying commodity, or by any other means, as applicable; and

c. The method for determining Settlement Rates, and that the cash settlement of 

the Contract is at a Rate reflecting the underlying market, will not be subject to 

manipulation or distortion, and is based on data that is reliable, acceptable, 

publicly available and timely.

4. Product Specifications will be contained in Chapter 10 to the SEF Rules and each Product 

Specification shall constitute a SEF Rule. In addition, each Product Specification will be 

published by the SEF on its website.
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CHAPTER 6 RESERVED

Rule 601. Reserved

Rule 602. Reserved

Rule 603. Reserved

Rule 604. Reserved 

Rule 605. Reserved

Rule 606. Reserved

Rule 607. Reserved
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CHAPTER 7 BUSINESS CONDUCT

Rule 701. General

All Participants shall be subject to the jurisdiction of the SEF, which includes, without limitation, 

compliance with the SEF’s business conduct rules. For purposes of this Chapter 7, the term “Participant” 

shall include a Participant and all of its Authorized Traders, Related Parties and Participant 

Representatives. All Participants are deemed to know, consent to and agree to be bound by the SEF

Rules. The SEF may hold a Participant liable for its acts and omissions that constitute violations of SEF

Rules and impose sanctions against such Participant as provided in the SEF Rules. 

Rule 702. Inquiries and Investigations

The SEF’s Regulatory Division will monitor compliance with the SEF Rules and will commence an 

investigation upon the discovery or receipt of information indicating that a reasonable basis exists to 

believe that a SEF Rule violation is about to occur or has occurred, and recommend the commencement 

of Summary Proceedings and/or Disciplinary Proceedings as it deems appropriate. The Regulatory 

Division shall have the authority to examine all books and records kept by Participants which are the 

subject of such inquiries and investigations, and to examine all books and records kept by Participants to 

ensure that the SEF is compliant with the requirements of the CEA and CFTC regulations. In addition to 

discovery or receipt of information that is an indication of a possible rule violation, the SEF will 

commence an investigation upon the request of a regulator or law enforcement agency. 

Rule 703. Services Agreement with Regulatory Services Provider 

The SEF may, at any time, choose to contract with a registered futures association, or other registered 

entity, for the provision of regulatory services which includes, without limitation, assistance with the 

SEF’s enforcement of the SEF Rules. Any act or requirement that is required to be performed by the 

Compliance Department or the Regulatory Division under the SEF Rules may be performed by a 

regulatory service provider. The SEF shall retain ultimate decision-making authority with respect to any 

functions that are contracted to a Regulatory Service Provider.

Rule 704. Business Conduct Committee Conflicts

Each member of the Business Conduct Committee shall promptly disclose to the Chief Regulatory Officer 

any actual or potential Material Conflict of Interest. The Chief Regulatory Officer will determine if an 

actual or potential Material Conflict of Interest exists. In the event that the Chief Regulatory Officer 

determines that an actual or potential Material Conflict of Interest exists, the member of the Business 

Conduct Committee having such actual or potential Material Conflict of Interest shall be removed and 

another panel member shall be appointed. 
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Rule 705. Confidentiality

All information regarding a Disciplinary Proceeding shall be confidential and not be disclosed except as 

necessary to conduct such Disciplinary Proceeding, or as may be required by law. 

Rule 706. Rule Violations 

The following conduct and abusive trading practices by Participants shall be a violation of SEF Rules and 

will result in the commencement of a Disciplinary Proceeding and/or Summary Proceeding. 

1. Aiding and Abetting. Participants are prohibited from aiding and abetting, or attempting to aid 

and abet, any Person that is alleged to have violated, or is about to violate, any SEF Rule or any 

provision of applicable law for which the SEF has jurisdiction. 

2. Conduct Detrimental to the SEF. Participants are prohibited from engaging in conduct that is 

detrimental to the welfare of the SEF. Orders entered into the SEF for the purpose of upsetting 

the equilibrium of the market in any Product without the intent to reflect fair market values or 

creating a condition in which Rates do not or will not reflect fair market values are prohibited, 

and any Participant or other person with Trading Privileges on the SEF which makes or assists in 

entering any such Order with knowledge of the purpose thereof or who, with such knowledge, 

in any way assists in carrying out any plan or scheme for the entering of any such Order, will be 

deemed to have engaged in conduct detrimental to the welfare of the SEF. 

3. Disclosing of Orders. Except in accordance with any policies or procedures for pre-execution 

discussions from time to time adopted by the SEF, Participants are prohibited from disclosing 

Orders to third-parties unrelated to the Order. 

4. Disruptive Trading Practices. Participants are prohibited from engaging in any trading practice 

or conduct that is disruptive of fair and equitable trading in violation of the CEA, which includes 

without limitation (i) violating a bid or offer, (ii) intentional or reckless disregard for orderly 

execution of Transactions, or (iii) bidding or offering with the intent to cancel the bid or offer 

before execution (i.e.; “spoofing”). All Orders must be entered for the purpose of executing 

bona fide Transactions and all Orders must be entered in good faith for legitimate purposes. In 

addition, no Person shall (a) enter or cause to be entered an Order with the intent at the time of 

entry to cancel the Order before execution or to modify the Order to avoid execution, (b) enter 

or cause to be entered an Order with intent to mislead other Participants; (c) enter or cause to 

be entered an Order with intent to overload, delay or disrupt the SEF Trading System or the 

system of other Participants, or (d) enter or cause to be entered an Order with the intent to 

disrupt, or with reckless disregard for the adverse impact on, the orderly conduct of trading or 

the fair execution of Transactions.

5. Fictitious Transactions. Participants are prohibited from engaging in, or attempting to engage 

in, fictitious Transactions. 
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6. Fraud. Participants are prohibited from engaging in, or attempting to engage in, any fraudulent 

act or any manipulative device, scheme or artifice to defraud, mislead, or deceive in any activity 

related to their participation on the SEF. 

7. Market Manipulation. Participants are prohibited from directly or indirectly manipulating or 

attempting to manipulate the Rate of any Product or underlying commodities or securities 

including, without limitation, trading activity in violation of CEA sections 6(c)(1) and (3), 9(a)(2), 

4c(a)(5)(A) and (C), and CFTC Regulations 180.1(a) and 180.2. Any manipulation or attempted 

manipulation is prohibited. Orders entered into the SEF Trading System for the purpose of 

generating or creating a condition in which Rates do not or will not reflect the fair market value 

of the Products or any underlying commodities or securities are prohibited and any Participant 

which enters or causes to be entered any such Order with knowledge of the purpose thereof or 

which, with such knowledge, in any way assists in carrying our any plan or scheme for the 

entering of any such Order, shall be deemed to have engaged in manipulation. 

8. Material Misstatements. No Participant shall knowingly make any material misstatement of fact 

to the SEF including, without limitation, any member of SEF staff or a SEF Committee. 

9. Non-Competitive Trades and Accommodation Transactions. Except as otherwise provided by 

the SEF Rules, Participants are prohibited from engaging in non-competitive trades and 

accommodation trades. 

10. Violation of Applicable Law. Participants are prohibited from engaging in activity on the SEF that 

violates applicable law.

11. Wash Trades. Participants are prohibited from submitting Orders to the SEF in respect of the 

same Contract, Rate and Tenor while taking opposite positions where such Participant knows or 

reasonably should know that the purpose of the Orders is to avoid taking a bona fide market 

position exposed to market risk (Transactions commonly known as wash trades). 

12. Violation of SEF Rules. Participants are prohibited from violating the SEF Rules. 

13. Money Passing. No Participant may prearrange the execution of Transactions on the SEF for the 

purpose of passing money between accounts. All Transactions entered into on the SEF must be 

made in good faith for the purpose of executing bona fide Transactions, and prearranged trades 

intended to effectuate a transfer of funds from one account to another are prohibited. 

14. Strobing. No Participant may engage in high-frequency trading strategy that rapidly sends and 

cancels the same order many times to create the (false) appearance of liquidity. 

15. Laddering. No Participant shall use any high frequency trading strategy that seeks to intercept 

trading that would otherwise take place and extract profits from the SEF Trading System without 

participating in the transference of risk. 

16. Front Running. No Participant shall take a position in a Contract based upon non-public 

information regarding an impending Transaction by another Participant in the same or a related 

Contract. 
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17. Pre-Arranged Trading. Except for the execution of Block Trades, as provided by Part 43 of the 

CFTC Regulations or as otherwise permitted by law, Participants are prohibited from engaging in 

pre-arranged trading. Notwithstanding the foregoing, pursuant to SEF Rule 515, Block Trades 

are not permitted on the SEF.

Rule 707. Disciplinary Proceedings and Summary Proceedings 

The Chief Regulatory Officer and the Regulatory Division will conduct market surveillance and 

Disciplinary Proceedings that include, without limitation, inquiries, investigations, disciplinary 

proceedings, disciplinary hearings, appeals from disciplinary decisions, and Summary Proceedings. The 

Business Conduct Committee may impose sanctions, as provided by the SEF Rules, against Participants 

regarding conduct (including the failure to act) that constitutes a violation of SEF Rules. 

Rule 708. Service of Documents 

Service of any document under this Chapter shall be deemed completed upon (i) hand delivery, (ii) 

deposit in the United States mail, postage paid, via registered mail or certified mail return receipt 

requested; (iii) deposit in a nationally recognized overnight mail carrier; or (iv) sending of such 

documents by electronic mail. Service made on a Respondent shall be to the address or email address 

Respondent provided to the SEF for notices from the SEF. Service to the Regulatory Division or Business 

Conduct Committee shall be made to the address of the Chief Regulatory Officer or regulatory staff. 

Rule 709. Representation 

During any SEF Disciplinary Proceeding, a Respondent may represent itself, or be represented by counsel 

(at such Respondent’s sole cost and expense), the compliance staff of such Respondent or another 

Participant (including in-house counsel or compliance staff of a Participant) other than a Participant that 

is a member of a Business Conduct Committee. A Respondent shall provide the Chief Regulatory Officer 

with prompt notice of the name and contact information of its counsel or representative. For the 

purposes of this Chapter 7, all references to Respondent shall include such Respondent’s counsel or 

representative, and any reference to Respondent’s counsel shall include Respondent’s representative. 

Rule 710. Prohibited Activities 

No Person shall delay, impede, interfere with, or attempt to influence a SEF Disciplinary Proceeding or 

Summary Proceeding. Any Person that learns of any activity prohibited by this SEF Rule shall give 

prompt notice of such activity to the Chief Regulatory Officer.

Rule 711. Ex Parte Communications 

1. Neither the SEF’s regulatory staff nor any Respondent, or its counsel, involved in a Disciplinary 

Proceeding shall knowingly make or cause to be made an ex-parte communication regarding the 

merits of such Disciplinary Proceeding with any member of the Business Conduct Committee

assigned to handle such Disciplinary Proceeding. 
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2. No member of the Business Conduct Committee assigned to handle a Disciplinary Proceeding 

shall knowingly make or cause to be made an ex parte communication with the Respondent or 

SEF regulatory staff regarding a Disciplinary Proceeding.

3. Any Person that receives or learns of any communication prohibited by this SEF Rule shall give 

prompt notice of such communication (including any response thereto) to the Chief Regulatory

Officer. 

Rule 712. Testimony and Production of Documents

The Board, Chief Executive Officer, Chairperson of any Business Conduct Committee, Chief Compliance 

Officer, Chief Regulatory Officer and regulatory staff engaged in any Disciplinary Proceeding shall have 

the power to (i) compel the appearance of any Participant before the Business Conduct Committee or 

regulatory staff conducting a Disciplinary Proceeding or investigation, or (ii) compel the production of 

documents, information, records and other tangible evidence to the Business Conduct Committee or 

regulatory staff conducting a Disciplinary Proceeding or investigation. A Participant receiving a 

summons to appear shall appear by an Authorized Trader, Participant Representative, Officer or 

employee fully familiar with the relevant facts and circumstances. A Related Party of a Participant that 

receives a request to appear pursuant to SEF Rules shall personally appear. A Participant’s or Related 

Party’s failure to provide testimony or the failure to provide documents, information, records and other 

tangible evidence as required by a document demand shall be a violation of the SEF Rules and shall be 

subject to disciplinary action. 

Rule 713. Reserved 

Rule 714. Authority of the Chief Compliance Officer, the Compliance Department, the 

Chief Regulatory Officer and the Regulatory Division

The Chief Compliance Officer shall be responsible for enforcing SEF Rules and shall have available to him 

or her all the resources of the SEF Compliance Department. Notwithstanding the foregoing, the Chief 

Compliance Officer and the Compliance Department shall be assisted by the Chief Regulatory Officer

and the Regulatory Division, in particular with respect to the surveillance function and disciplinary 

proceedings of the SEF as set forth in this Chapter. Under the direction of the Chief Regulatory Officer, 

the Regulation Division will determine the nature and scope of its inquiries and investigations and will 

perform its regulatory functions, including its surveillance function and conducting disciplinary 

proceedings, independently of any commercial interests of the SEF. The Regulatory Division shall have 

the authority to:

1. conduct annual audit trail and recordkeeping reviews;

2. initiate inquiries; 

3. request that Participants appear for an interview, which may be conducted under oath;

4. request documents and/or other tangible evidence; 

5. review other trading activity;
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6. gather any additional information the Compliance Department, in its discretion, deems 

necessary; 

7. prepare investigative reports, make determinations as to whether or not reasonable cause 

exists to believe that a rule violation has been committed, and make recommendations as to 

what charges should be brought;

8. recommend the commencement of a Summary Proceeding or Disciplinary Proceeding;

9. prosecute alleged violations of SEF Rules within the SEF’s disciplinary jurisdiction;

10. represent the Regulatory Division before the Business Conduct Committee during the phases of 

the disciplinary process consisting of settlement offers, hearings and appeals;

11. issue and serve Statements of Charges on Participants; 

12. review denials of access to the SEF for disciplinary reasons; and

13. issue appearance and document requests as provided in the SEF Rules. 

Rule 715. Obligations of Participants 

Each Participant shall: 

1. promptly respond to inquiries made by the Regulatory Division, including requests for 

telephonic or in-person interviews; 

2. produce documents and/or other tangible evidence in response to a document demand issued 

pursuant to SEF Rules; 

3. appear before a regulatory staff or the Business Conduct Committee in response to a request for 

an interview; 

4. appear before a Business Conduct Committee as a witness called by either party to a SEF

Disciplinary Proceeding; or 

5. appear before a Business Conduct Committee as a Respondent in any Disciplinary or Summary 

Proceeding. 

Rule 716. Investigative Reports

1. Investigation. The Regulatory Division shall maintain a log of all inquiries, investigations and 

their disposition. At the conclusion of each investigation the Regulatory Division will prepare a 

written report of such investigation (“Investigative Report”). The Investigative Report will 

provide the following information: (i) whether there is reasonable cause to believe that a rule 

violation is about to occur or has occurred, (ii) a description of the facts supporting the 

Regulatory Division’s determination, (iii) the Respondent’s disciplinary history, and (iv) the 

recommendations of the Regulatory Division regarding whether disciplinary action should be 

pursued. All investigations will be completed in a timely manner. 

2. Review of Investigative Reports by Chief Regulatory Officer. All Investigative Reports will be 

reviewed by the Chief Regulatory Officer or a senior member of the Regulatory Division to 

determine whether there is reasonable cause to believe that a rule violation is about to occur or 

has occurred. 
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3. Recommendations of the Regulatory Division. At the conclusion of its investigation the 

Regulatory Division may make any of the following recommendations, which will be included in 

the Investigative Report: 

a. that the investigation be closed without any further action;

b. that a staff Letter of Warning be issued; 

c. that the matter be submitted to the Chief Regulatory Officer with a recommendation 

that charges against the Respondent be issued; or

d. that a Summary Fine pursuant to SEF Rule 726 be issued. 

4. Notice of Enforcement. If the Regulatory Division makes a recommendation under SEF Rule 

716(3)(c), the Regulatory Division shall serve the Respondent with a Notice of Enforcement that 

the Regulatory Division has recommended that disciplinary charges be brought against it.

5. Respondent. In response to a Notice of Enforcement the Respondent may:

a. propose an Offer of Settlement in accordance with SEF Rule 723, 

i. if the Regulatory Division supports the Offer of Settlement, it shall be reviewed 

by a Settlement Panel for approval;

ii. if the Regulatory Division does not support the Offer of Settlement, the 

Regulatory Division may proceed to request the issuance of a Statement of 

Charges pursuant to SEF Rule 718. Once a Statement of Charges is issued, 

Respondent may propose one written unsupported Offer of Settlement to the 

Charging Panel within sixty (60) days of service of a Statement of Charges.

b. submit, within fifteen (15) days, a written statement explaining why a Disciplinary 

Proceeding should not be commenced or why one or more of the alleged charges 

should not be brought. Any such statement shall be presented to the Business Conduct 

Committee along with the Investigative Report should the Regulatory Division request 

that charges be issued.

Rule 717. Review of Investigative Reports by the Chief Regulatory Officer

The Regulatory Division shall present all Investigative Reports issued under SEF Rule 716(3)(c) to the 

Chief Regulatory Officer. Upon due consideration of the Investigative Report the Chief Regulatory 

Officer may: 

1. find that probable cause exists for a violation and that further proceedings are warranted and, in 

such case, the Regulatory Division shall prepare a Statement of Charges pursuant to SEF Rule 

718; 

2. find that no probable cause exists for a violation and issue a written statement to that effect 

setting forth its reasons for such finding; or

3. send the matter back for further investigation. 
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Rule 718. Statement of Charges

If the Chief Regulatory Officer determines that charges should be issued, the Regulatory Division shall 

prepare a Statement of Charges and serve it within thirty (30) days of such determination. The 

Statement of Charges shall: 

1. describe the acts, omissions or conduct in which the Respondent is alleged to have engaged;

2. indicate the SEF Rules that the Respondent is alleged to have violated or is about to violate;

3. advise the Respondent of its right to respond and request a hearing and the time deadline 

provided in the SEF Rules for doing so;

4. advise the Respondent that, except for good cause, Respondent’s failure to respond to the 

Statement of Charges within the time deadline provided in the SEF Rules will be deemed to be a 

waiver of the right to a hearing; and

5. advise the Respondent that all allegations in the Statement of Charges not expressly denied shall 

be deemed admitted. 

Rule 719. Answer

The Respondent shall serve a written Answer no later than fifteen (15) days after service of the 

Statement of Charges. The Answer shall:

1. specifically admit or deny each allegation contained in the Statement of Charges; 

2. state any affirmative defenses and, where applicable, include any facts that contradict the 

notice of charges; and

3. be signed by the Respondent or its representative. 

A general denial of the charges shall not satisfy the requirements of this SEF Rule. Any allegation for 

which the Answer does not provide a response shall be deemed admitted. Unless good cause is shown, 

if a Respondent fails to serve an Answer within the required time frame, then all charges in the 

Statement of Charges shall be deemed admitted. 

Rule 720. Procedures

1. Motions. Any motions or requests of the Respondent shall be served upon the Regulatory 

Division, which will file same with the Business Conduct Committee. The Regulatory Division 

shall serve a copy of its motions or request upon the Respondent or its representative.

2. Filing of Offer of Settlement. Respondent may file one unsupported Offer of Settlement with 

the Business Conduct Committee within sixty (60) days after the issuance of a Statement of 

Charges.

3. Discovery between the Respondent and the Regulatory Department. Within sixty (60) days after 

the issuance of a Statement of Charges, Respondent may make a written request to the 

Regulatory Division to review the records, information and tangible evidence in the possession 

and control of the Regulatory Division on which the Regulatory Division will rely to support the 
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allegations and proposed sanctions stated in the Complaint. The SEF may withhold documents 

that: (i) are privileged or constitute attorney work product, (ii) were prepared by an employee of 

the SEF but will not be offered in evidence in the Disciplinary Proceedings; (iii) may disclose a 

technique or guideline used in examinations, investigations, or enforcement proceedings, (iv) 

may disclose the identity of a confidential source; or (v) may include information that could 

adversely affect competitive positions. The Regulatory Division is not required to produce or 

obtain documents that are not in its possession and control. For the avoidance of any doubt, 

information that could adversely affect competitive positions include positions in Products 

currently held, trading strategies used in establishing or liquidating positions, the identity of any 

Respondent and the personal finances of the Person providing the information. 

4. Discovery Between the Respondent and Third Parties. Prior to the hearing the Respondent may 

make a written application to the Business Conduct Committee seeking documents, information 

or other tangible evidence not in the possession of the Regulatory Division from a third party. If 

such third party is subject to the jurisdiction of the SEF and fails to provide the documents, 

information or other tangible evidence requested by the Respondent on a voluntary basis the 

Respondent may make a written application to the Hearing Panel for an order compelling such 

production. In addition, the Respondent may make a written application to the Business 

Conduct Committee requesting that it compel the appearance and testimony of a Person, 

subject to the jurisdiction of the SEF, at the hearing. 

5. Resolution of Discovery Disputes. Either party may make a written application to the Hearing 

Panel of the Business Conduct Committee for resolution of any discovery dispute. Any such 

application to the Hearing Panel shall include the following information (i) a description of the 

documents, information or other tangible evidence that is sought, (ii) the name of the custodian 

of the documents, information or other tangible evidence that is sought, (iii) the nature of the 

objection to their production, and (iv) the reasons why the Hearing Panel should compel the 

production of documents, information or other tangible evidence that is sought. 

6. Pre-Hearing Disclosure. At least seven (7) days before the start of the hearing each party shall 

provide the other party with a (i) list of witnesses that the party intends to call to testify at the 

hearing, and (ii) copies of the documents, information and other tangible evidence that the 

party intends to rely upon at the hearing. The Hearing Panel may refuse to consider any 

documents, information or other tangible evidence which was not produced to a party or permit 

testimony from a witness whose name was not disclosed to the other party pursuant to this SEF

Rule. 

7. Pre-Hearing Conference. Prior to the hearing the Hearing Panel may hold a meeting to hear

motions, and to determine procedural issues and evidentiary matters. 

8. Notice of the Hearing. The Hearing Panel shall provide the parties with fifteen (15) days’ notice 

of the date, time and place of the hearing. 
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Rule 721. Hearing Procedures

1. Hearing Panel Procedures. After the Statement of Charges is served on the Respondent and the 

settlement period under SEF Rule 723 has expired, the proceeding will be referred to the 

Business Conduct Committee. 

2. Hearing Procedures. The following procedures will apply during a hearing: 

a. The entire Hearing Panel shall be present during the hearing. The Chairperson of the 

Hearing Panel may adjourn, continue, or otherwise conduct the hearing. 

b. The Regulatory Division will represent the SEF at the hearing and may present evidence 

in support of its case. 

c. The Regulatory Division shall have the burden of proof and shall prove alleged rule 

violations by a preponderance of the evidence. 

d. The Respondent may present evidence in support of his or her defense. 

e. If the Respondent fails to appear at the hearing, the hearing may proceed without the 

Respondent. 

f. Each party will have the right to call and cross-examine witnesses. 

g. The formal rules of evidence do not apply. The Chairperson of the Business Conduct 

Committee will make all evidentiary and procedural determinations, including, without 

limitation, the admissibility and relevance of evidence. SEF staff may provide guidance 

to the Chairperson of the Disciplinary Panel conducting the hearing. 

h. Interlocutory review of any decision made by a Hearing Panel prior to completion of a 

hearing is generally prohibited. Such interlocutory review shall be permitted only if a 

Hearing Panel agrees to such review after determining that a particular issue is a 

controlling issue of rule or policy and that immediate Board review would materially 

advance the ultimate resolution of a matter before the Hearing Panel.

i. Should the alleged rule violation(s) be proven, the Hearing Panel shall sanction 

Respondent pursuant to SEF Rule 728.

j. After the conclusion of the hearing pursuant to SEF Rule 722, the Hearing Panel will 

issue a written decision which it shall provide to all parties. 

k. The hearing proceedings will be recorded in a format that can be transcribed. 

l. A summary record of the hearing will be retained unless transcription of the hearing 

proceedings is required pursuant to SEF Rule 724 or CFTC Regulation 37.206(c)(2)(i)-(iii). 

m. In the sole discretion of the Chairman of the Business Conduct Committee, Respondent 

may submit an Offer of Settlement to the Hearing Panel in accordance with SEF Rule 723 

prior to or during a hearing.

Rule 722. Decision of the Hearing Panel 

As soon as reasonably practicable after the hearing, the Hearing Panel will issue a written decision and 

order rendering its determination based upon the weight of the evidence contained in the record of the 

hearing, along with a sanction pursuant to SEF Rule 728, and will serve a copy on the Regulatory Division
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and the Respondent. A decision of the majority of the Hearing Panel shall constitute the decision of the 

Hearing Panel. The Hearing Panel’s decision and order shall contain the following: (i) a summary of the 

allegations contained in the Complaint; (ii) a summary of the Answer, including any affirmative defenses 

asserted; (iii) a brief summary of the documents, information, testimony and/or other tangible evidence 

admitted into evidence at the hearing; (iv) the Hearing Panel’s findings and conclusions concerning each 

of the allegations charged in the Complaint, including each SEF Rule and provision of law the 

Respondent is found to have violated and a complete explanation of the evidentiary and other basis for 

SEF’s findings and conclusions with respect to each charge; (v) the sanctions imposed, if any, and the 

effective date of each sanction; and (vi) notice of the Respondent’s right to appeal. No later than thirty 

(30) days after the date of the Hearing Panel’s decision, the SEF shall cause the decision to be delivered 

to the Respondent, at their last known address, by: (i) hand delivery; (ii) deposit in the United States 

mail, postage paid, via registered mail or certified mail return receipt requested; (iii) deposit in a 

nationally recognized overnight mail carrier; or (iv) sending of such documents by electronic mail. 

Unless a timely notice of appeal is filed pursuant to SEF Rules, the decision and order of the Hearing 

Panel will become a Final Decision. 

Rule 723. Offers of Settlement

1. A Respondent may propose one Offer of Settlement supported by the Regulatory Division within 

one hundred twenty (120) days of service of the Notice of Enforcement.

2. A Respondent may propose one Offer of Settlement unsupported by the Regulatory Division 

within sixty (60) days of service of the Statement of Charges.

3. All Offers of Settlement shall be in writing, signed by the Respondent and contain proposed 

findings and sanctions. A Respondent may offer to settle a Disciplinary Proceeding without 

admitting or denying the findings contained in the Complaint, but must consent to the 

jurisdiction of the SEF to impose sanctions on Respondent in connection with the Disciplinary 

Proceeding. 

4. Respondent shall serve a copy of the Offer of Settlement on the Regulatory Division. The 

Regulatory Division may file written support or objection to the Offer of Settlement.

5. The Business Conduct Committee Panels will review any Offer of Settlement to determine if the 

proposed settlement terms are in accord with SEF Rule 728 (Sanctions), and may accept or 

reject the Offer of Settlement, but may not modify the terms of the offer without the 

Respondent’s consent. In making its determination the Business Conduct Committee or Hearing 

Panel may provide the Regulatory Division and the Respondent the reasons why the Offer of 

Settlement has been accepted or rejected. If the Business Conduct Committee Panel accepts an 

Offer of Settlement that is not supported by the Regulatory Division, it shall issue a written 

decision detailing the reasons for its acceptance.

6. A Respondent may withdraw an Offer of Settlement any time. 

7. If the Offer of Settlement is not accepted by the Business Conduct Committee, then the 

Disciplinary Proceeding shall continue as if the Offer of Settlement had not been made. All
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documents relating to such Offer of Settlement shall not become part of the record in such 

Disciplinary Proceeding. Neither the Regulatory Division, nor the Respondent shall use an 

unaccepted Offer of Settlement for any purpose during any stage in the Disciplinary Proceeding, 

including, without limitation, as an admission of wrongdoing. The decision of the Business 

Conduct Committee Panel shall be the Final Decision of the SEF and will not be subject to further 

appeal within the SEF.

Rule 724. Appeals

1. No later than thirty (30) days after service of a hearing decision, any party may file a notice of 

appeal with the Regulatory Division that shall state the reason for the appeal. Upon the timely 

service of a notice of appeal the sanctions imposed in the decision and order of the Hearing 

Panel will be suspended pending the determination of the Respondent’s appeal, unless the 

Hearing Panel determines that it is in the best interest of the SEF that Respondent be denied 

access to the SEF while the appeal is pending. 

2. The notice of appeal shall state the grounds for appeal, including the findings of fact, 

conclusions or sanctions to which the Respondent objects. Any objections to a decision not 

specified by written exception shall be considered to have been abandoned. Respondent may 

appeal a decision and order of the Hearing Panel on the grounds that:

a. the decision and order was arbitrary, capricious, an abuse of discretion, or not in 

accordance with SEF Rules;

b. the decision and order exceeded the authority or jurisdiction of the Hearing Panel;

c. the decision and order failed to observe required procedures;

d. the decision and order was unsupported by the facts or evidence; or 

e. the imposed sanctions are inappropriate or unsupported by the record. 

3. Upon receipt of the notice of appeal the Regulatory Division will compile the appeal record, 

including, without limitation, (i) the Complaint, (ii) the Answer, (iii) a copy of all items accepted 

into evidence, (iv) the transcript of the hearing, and (v) the hearing decision. The Regulatory 

Division will provide the Respondent(s) and Appeal Panel with a copy of the record on appeal. 

4. No later than fifteen (15) days after service of the record on appeal by the Regulatory Division, 

the Respondent shall serve the Regulatory Division and the Chairperson of the Appeal Panel 

with a brief supporting its appeal. 

5. No later than thirty (30) days after service of Respondent’s appeal brief, the Regulatory Division

may serve a brief in response to Respondent’s appeal brief on the Respondent and the 

Chairperson of the Appeal Panel. 

6. No later than ten (10) days after service of the Regulatory Division’s responding brief, the 

Respondent may serve a reply brief on the Regulatory Division and the Chairperson of Appeal 

Panel. 

7. After service of the notice of appeal, the Appeal Panel will schedule a meeting at which each 

party will be given an opportunity to present oral argument to the Appeal Panel. The 
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proceedings held during this meeting will be recorded in a format that can be transcribed. The 

Appeal Panel shall only consider the record before it, the notice of appeal and the briefs 

submitted by the parties. The Appeals Panel may only consider new evidence if the Appeals 

Panel determines that good cause exists as to why the evidence was not introduced during the 

hearing. 

8. After the conclusion of the appeal proceeding, the Appeal Panel will issue a written decision, 

which it shall provide to all parties.

Rule 725. Decision of the Appeal Panel 

Within thirty (30) days after the conclusion of oral argument, the Appeal Panel will issue a written 

decision, based upon the weight of the evidence before the Appeal Panel. The decision of the Appeal 

Panel will include a statement of the findings of fact and conclusion for each of the findings and 

sanctions made by the Hearing Panel. In its decision the Appeal Panel may affirm, modify or reverse, in 

whole or in part, the decision and order of the Hearing Panel, including the increasing, decreasing or 

elimination of sanctions or remedies imposed by the Hearing Panel. The Appeals Panel shall not set 

aside, modify or amend the Hearing Panel’s decision unless it determines by majority vote that:

a. the Hearing Panel’s decision and order was arbitrary, capricious, an abuse of discretion, 

or not in accordance with SEF Rules;

b. the Hearing Panel’s decision and order exceeded the authority or jurisdiction of the 

Hearing Panel;

c. the Hearing Panel’s decision and order failed to observe required procedures;

d. the Hearing Panel’ decision and order was unsupported by the facts or evidence; or 

e. the sanctions imposed by the Hearing Panel were inappropriate or unsupported by the 

record.

If the standards for setting aside, modifying or amending the Hearing Panel’s decision and order have 

not been met, and a majority of the Appeal Panel believes that the Hearing Panel’s decision and order 

resulted from a specific error, impropriety, or deficiency in the hearing it may order, by majority vote, 

that a new hearing be held. In the event that the Appeal Panel determines that a new hearing be held, 

the Appeals Panel shall provide a copy of the Appeal Panel’s decision to the Chairperson of the 

Regulatory Oversight Committee. No later than thirty (30) days after the receipt of the Appeal Panel’s 

decision, the Regulatory Oversight Committee shall appoint a new Hearing Panel and serve the 

Regulatory Division and the Respondent with notice of such panel appointment. 

No later than thirty (30) days after the date of the Appeal Panel’s decision, the SEF shall cause the 

decision to be delivered to the Respondent, at their last known address, by: (i) hand delivery; (ii) deposit 

in the United States mail, postage paid, via registered mail or certified mail return receipt requested; (iii) 

deposit in a nationally recognized overnight mail carrier; or (iv) sending of such documents by electronic 

mail with a confirmation copy promptly sent by United States mail. The decision of the Appeal Panel 
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shall be the Final Decision of the SEF and will not be subject to further appeal within the SEF and shall 

include a statement informing the Respondent of their right to appeal to the CFTC.

Rule 726. Imposition of Summary Fines

1. The Chief Regulatory Officer or a senior member of the Regulatory Division may, in its sole 

discretion, summarily issue a Letter of Warning or impose a summary fine not to exceed $15,000 

against a Respondent for (i) failing to make timely and accurate submissions of notices, reports 

or other required information to the SEF, (ii) failing to keep such books and records as required 

by the SEF Rules, (iii) other minor violations. In addition, the SEF may, whenever it determines 

that any violation is intentional, egregious or otherwise not minor in nature, proceed under the 

SEF’s formal disciplinary rules as set forth in SEF Rules 707 through 725, rather than under this 

SEF Rule 726. 

2. The Chief Regulatory Officer or a senior member of the Regulatory Division shall serve the Letter 

of Warning or written notice of each summary fine imposed which shall include (i) the violation 

of the SEF Rule for which the fine has been issued; (ii) the date of the violation of the SEF Rule; 

(iii) the amount of the fine; and (iv) the payment due date which, unless stated otherwise, is 

thirty (30) days after the service of the notice of summary fine. 

3. Letters of Warning are not reviewable, but may be withdrawn by the Regulatory Division in its 

sole discretion.

4. On or before the summary fine due date, the Respondent upon whom the notice of summary 

fine was served may appeal the imposition of such summary fine by serving a written request 

for review of the summary fine to the Chief Regulatory Officer. The service of a request to 

review a summary fine shall suspend the payment due date pending the determination of the 

Respondent’s request for review. 

5. Within ten (10) days after service of the request for review of a summary fine, the Chief 

Regulatory Officer or a senior member of the Regulatory Division may serve a response to the 

Respondent’s request for review on the Respondent. Upon agreement of the Respondent and 

the Regulatory Division, the request for review and response shall be forwarded to the Business 

Conduct Committee for review.

6. As soon as reasonably possible after service of the request for review of the summary fine and 

the response, the Business Conduct Committee will render a written decision that affirms, 

modifies or sets aside the summary fine imposed by the Chief Regulatory Officer. The decision 

of the Business Conduct Committee shall be the Final Decision of the SEF and will not be subject 

to further appeal within the SEF.

Rule 727. Summary Proceedings

1. A Summary Proceeding may be commenced in addition to any other Disciplinary Proceeding. 

2. After consultation with the Chief Regulatory Officer, the Business Conduct Committee may 

summarily suspend, restrict or revoke the Trading Privileges of any Respondent as result of (i) 
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Respondent’s statutory disqualification, (ii) the reasonable belief that immediate action is 

required to protect the public or Participants; or (iii) the nonpayment of disciplinary fines 

(“Summary Proceeding”). The Business Conduct Committee’s determinations from the 

Summary Proceeding shall be in a written decision that states (i) the acts, omissions or conduct 

the Respondent is alleged to have committed; (ii) the sanctions imposed and their effective 

date; and (iii) the Respondent’s right to appeal (“Summary Proceeding Decision”). The sanctions 

imposed by Summary Proceeding Decision may be effective immediately, on a future date or 

dependent upon the occurrence of a future event. The Chief Regulatory Officer shall promptly 

serve a copy of the Summary Proceeding Decision on the Respondent.

3. No later than ten (10) days after service of the Summary Proceeding Decision, the Respondent 

may appeal the Summary Proceeding Decision by serving a written request (“Summary 

Proceeding Review Notice”) on the Chief Regulatory Officer. The Summary Proceeding Review 

Notice shall state the grounds for appeal, including the findings of fact, conclusions or sanctions 

to which the Respondent objects. The Respondent’s failure to serve Summary Proceeding 

Review Notice in a timely manner shall constitute a waiver of Respondent’s right to appeal the 

Summary Proceeding Decision. 

4. The Business Conduct Committee shall meet to consider the Summary Proceeding Review 

Notice as soon as practicable after its receipt by the Chief Regulatory Officer (“Summary 

Proceeding Review Conference”). Both the Chief Regulatory Officer and the Respondent may be 

present at the Summary Proceeding Review Conference. No later than twenty (20) days after 

the Summary Proceeding Review Conference, the Business Conduct Committee shall issue a 

written decision that either affirms, modifies or reverses the Summary Proceeding Decision. 

Such decision shall be promptly served on the Chief Regulatory Officer and the Respondent and 

shall not be subject to further review by any SEF Committee. 

Rule 728. Sanctions

1. Business Conduct Committees and Hearing Panels are authorized to impose the following 

sanctions upon a finding of a rule violation or pursuant to an Offer of Settlement: 

a. a Letter of Warning, as provided below; 

b. a condition or limit to Trading Privileges; 

c. a suspension of Trading Privileges; 

d. restitution in accordance with SEF Rule 728(6), below; 

e. expulsion from the SEF; or 

f. disgorgement of any benefit received from violative trading;

g. a fine; of

h. any combination of sanctions. 

2. No more than one Letter of Warning, in lieu of stronger disciplinary action, shall be issued to a 

Respondent for the same SEF Rule violation during a rolling twelve (12) month period. 
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3. The Business Conduct Committee is authorized to impose the following sanctions in connection 

with a Summary Proceeding:

a. condition or limit to Trading Privileges;

b. suspension of Trading Privileges; 

c. expulsion from the SEF; or 

d. any combination of sanctions. 

4. Failure to pay a fine, restitution or disgorgement within thirty (30) days of the date of imposition 

of such sanction may result in suspension and/or further disciplinary action. 

5. In the event of demonstrated customer harm, disciplinary sanctions will include full customer 

restitution, except where the amount of restitution or to whom it should be provided cannot be 

reasonably determined. 

6. Sanctions imposed will take into account the Respondent’s disciplinary history, shall be 

commensurate with the violation(s) committed and clearly sufficient to deter recidivism or 

similar violations.

Rule 729. Rights and Responsibilities after Suspension or Termination 

1. If the Trading Privileges of a Respondent are suspended by the SEF, none of such Respondent’s 

rights and Trading Privileges (including the right to submit Orders to the SEF and hold oneself 

out as a Participant) nor the Trading Privileges of its Authorized Traders will apply during the 

period of suspension, except for the Respondent’s right to assert claims against others as 

provided in the SEF Rules. Any such suspension will not affect the rights of creditors under the 

SEF Rules or relieve the Respondent from his or her obligations under the SEF Rules to perform 

its obligations under Transactions entered into before the effective date of such suspension, or 

for any SEF fees or costs incurred during the suspension. The SEF may discipline any suspended 

Respondent for any violation of SEF Rules committed by such Respondent before, during or 

after the suspension. 

2. If the Trading Privileges of a Respondent are terminated, all of such Respondent’s rights and 

Trading Privileges will terminate (including the right to submit Orders into the SEF and hold 

oneself out as a Participant, and including the Trading Privileges of such Respondent’s 

Authorized Traders), except for the right of such Respondent to assert claims against others, as 

provided by the SEF Rules. Any such termination will not affect the rights of creditors under the 

SEF Rules or relieve the Respondent from Respondent’s obligations under the SEF Rules to 

perform its obligations under Transactions entered into before the effective date of such 

termination. Any Respondent who has had its Trading Privileges terminated may obtain 

reinstatement of Trading Privileges solely by applying to become a Participant pursuant to the 

SEF Rules, and such Respondent may not apply to be a Participant until six (6) months after the 

effective date of the termination of such Respondent’s Trading Privileges. 

3. A terminated Respondent remains subject to the SEF Rules and the jurisdiction of the SEF for the 

acts and omissions that occurred before such Respondent’s termination and must cooperate in 
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any Disciplinary Proceeding as if the suspension or termination had not occurred. A suspended 

Respondent remains subject to the SEF Rules and the jurisdiction of the SEF for the acts and

omissions that occurred before, during or after such Respondent’s suspension and must 

cooperate in any Disciplinary Proceeding as if the suspension had not occurred. 

Rule 730. Notice of Final Decision

Contemporaneously with the delivery of a Final Decision including, without limitation, a written decision 

of the Hearing Panel, Offer of Settlement accepted by the Business Conduct Committee or a decision of 

the Appeal Panel, the SEF will send, pursuant to CFTC Regulation 9.11, a copy of such Final Decision to 

the CFTC. Such Final Decision will be effective fifteen (15) days after written notice of such Final 

Decision is delivered to the Person disciplined in accordance with SEF Rule 708.
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CHAPTER 8 ARBITRATION

Rule 801. Disputes Subject to Arbitration

Disputes between Participants that arise out of any trading activity on or subject to the SEF Rules shall 

be subject to mandatory arbitration in accordance with the SEF Rules. Notwithstanding the foregoing, 

this Chapter shall not apply to disputes between Participants where such Participants have, by valid and 

binding agreement including but not limited to the terms of such Participants’ Counterparty Master 

Agreement, committed to resolve any such dispute in a manner and forum other than as provided in 

this Chapter.

Rule 802. NFA’s Code of Arbitration 

Any dispute, claim or controversy subject to arbitration in accordance with SEF Rule 801 shall be 

arbitrated in accordance with NFA’s Code of Arbitration (“NFA Arbitration Code”), subject to the 

Arbitration Fees set forth in the NFA’s Member Arbitration Rules (“NFA Member Rules”), provided that:

1. The arbitration filing satisfies the timeliness requirements set forth in Section 5 and 6 of the NFA 

Arbitration Code;

2. The dispute, claim or controversy arises out of any Transaction executed on the SEF or subject to 

the SEF Rules; and

3. The matter does not require for adjudication the presence of essential witnesses or third parties 

over whom the SEF does not have jurisdiction and who are not otherwise available. 

Rule 803. Appropriateness; Incorporation by Reference

1. All challenges to the appropriateness of submitting a matter to arbitration under this Chapter 8 

shall be decided in accordance with the NFA Arbitration Code. 

2. The NFA Arbitration Code and the NFA Member Rules, as they may be amended or modified 

from time to time, are hereby incorporated by reference into this Chapter 8.
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Rule 804. Reserved

Rule 805. Reserved

Rule 806. Reserved

Rule 807. Reserved

Rule 808. Reserved

Rule 809. Reserved

Rule 810. Reserved

Rule 811. Reserved

Rule 812. Reserved
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CHAPTER 9 MISCELLANEOUS

Rule 901. Market Data

1. Each Participant acknowledges and agrees that the SEF shall have a proprietary interest in all 

market data and information entered into and/or created on the SEF and/or displayed on the 

SEF’s Trading System (“SEF Market Data”) including without limitation: 

a. Rate, quantity, structure, date and time of entry of each and every bid and offer 

submitted on the SEF; 

b. Rate, quantity, structure, date and time of trade execution of each and every 

Transaction executed on the SEF; 

c. the end of day Rate for each Contract traded on the SEF; 

d. any information that can be derived from (a), (b) or (c) above; and

e. the dissemination or transmission of SEF Market Data to Participants and/or any 

publisher of market data with which the SEF has a written agreement, provided that 

such Market Data has been aggregated with and displayed as a composite of the same 

type of Market Data or information of at least two (2) Participants and that its 

dissemination or transmission does not identify the Participant that is the specific 

source of such Market Data or other information. 

2. Subject to a Participant’s rights in its own Participant Data as between the SEF and such 

Participant and except as otherwise permitted by the SEF Rules, Participants shall not sell, 

distribute, re-transmit, transfer, license or otherwise provide SEF Market Data to any third party. 

3. Subject to a Participant’s rights in its own Participant Data as between the SEF and such 

Participant, Participant shall not (a) provide to any third party access to or the ability to use SEF

Market Data, or any content or data that may be accessible , in whole or in part, on the SEF, (b) 

store, copy, modify, reverse engineer, reverse assemble or reverse compile the SEF Trading 

System, SEF Market Data, or any content or data that may be accessible, in whole or in part, on

the SEF; (c) distribute, rent, sell, retransmit, redistribute, release or license to any third party, 

other than a Participant, the SEF Trading System, the SEF Market Data, or any content or data 

that may be accessible , in whole or in part, on the SEF, and (d) use the SEF, the SEF Market 

Data, or any content or data that may be accessible, in whole or in part, on the SEF in 

constructing or calculating the value of any index or index products. For the avoidance of any 

doubt this section shall not prohibit a Participant from (i) providing the SEF Trading System, SEF

Market Data, any content or data that may be accessible, in whole or in part, on the SEF to an 

employee of a Participant engaged in risk management or supervisory activities with the
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authority to establish, monitor, or modify credit controls for Orders transmitted to the SEF, or 

(ii) use SEF Market Data for internal business and regulatory reporting purposes. 

4. The SEF acknowledges and agrees that a Participant shall be permitted, and the SEF hereby 

grants to the Participant, a non-exclusive, revocable, non-transferable and royalty-free license

(without warranties of any kind, express or implied), to use for the benefit of the Participant the 

SEF Market Data, and in particular to use the SEF Market Data to create pricing data for 

Participant’s business purposes, and Participant shall retain all ownership and proprietary 

interest with respect to such pricing data. Subject to the foregoing license, and subject to a 

Participant’s rights in its Participant Data as between the SEF and such Participant, the SEF

retains all ownership and proprietary interest with respect to the SEF Market Data.

5. The SEF shall have the right to monitor compliance with this SEF Rule as follows: no more than 

once every six (6) months, unless the SEF has reasonable basis to believe that a Participant is in 

breach of this section, the SEF may conduct an audit into a Participant’s use of SEF Market Data 

(a “Market Data Audit”). All Market Data Audits will be performed upon reasonable advance

notice during normal business hours. In performing a Market Data Audit, the SEF (by its 

employees or by an independent audit firm) shall be authorized, subject to applicable law, to 

inspect or review such systems and records relating to the use and/or distribution of SEF Market 

Data solely for the purpose of verifying the Participant’s compliance with the SEF Rules. 

6. The SEF shall report such SEF Market Data to a swap data repository required by Parts 43 and 45 

of CFTC Regulations. In addition, the SEF shall publish information required by Part 16 of the 

CFTC Regulations. The SEF shall not disclose SEF Market Data in a manner that identifies the 

Participant or the trading activity or market positions of any Participant, except that the SEF may 

disclose SEF Market Data as required by law, governmental agency, court of competent 

jurisdiction, or administrative body. 

7. The SEF will report the closing price of a Contract as the daily settlement price of a Contract for 

purposes of publishing SEF Market Data required by CFTC Regulation 16.01. The SEF may, in its 

sole discretion, establish a daily settlement price for a Contract that it deems to be a fair and 

reasonable reflection of the market if (i) there is no Transaction in respect of such Contract 

executed during the applicable Trading Day; or (ii) there is a trading halt in the Contract or other 

unusual circumstance at the scheduled close of trading. If no Transaction in respect of such 

Contract is executed during the applicable Trading Day, the SEF will report a dash (“-“) in respect 

of the closing price field for purposes of CFTC Regulation 16.01.

Rule 902. SEF Employees

1. SEF employees, Officers, agents, independent contractors and consultants are prohibited from 

disclosing material, non-public information obtained as a result of their employment or 

relationship with the SEF. SEF employees, Officers, agents, independent contractors and 
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consultants are prohibited from providing non-public information obtained as a result of their 

employment or relationship with the SEF if such employee, Officer, agent, independent 

contractor or consultant expects or should have reasonably expected that such disclosed 

information may assist a Person trading in a Product traded on the SEF or other trading venue. 

2. Except as otherwise provided, an employee or Officer of the SEF shall not, directly or indirectly, 

enter into any Transactions in a Product traded on the SEF, or any other trading venue that 

trades such Products. This SEF Rule does not prohibit an employee or Officer of the SEF who has 

received the prior written approval of the SEF’s Chief Compliance Officer from participating in a 

pooled investment vehicle or other investment vehicle that is directed by a third-party advisor 

over which such Officer or employee has no direct or indirect control.

3. Unless a written waiver is granted by the Chief Compliance Officer, no SEF Officer or employee 

may accept a gift or gratuity from a Participant having a value of more than fifty dollars ($50)

(per person) during any calendar year. 

Rule 903. Information Sharing Agreements 

1. The SEF may enter into information-sharing agreements or other arrangements or procedures 

to coordinate surveillance with other markets and clearing organizations on which swaps or 

financial instruments related to the Products traded on the SEF are traded or cleared. As part of 

any information-sharing agreements or other arrangements or procedures adopted pursuant to 

this SEF Rule, the SEF may, without limitation:

a. provide market surveillance reports to other markets;

b. share information and documents concerning current and former Participants with 

other markets and clearing organizations;

c. share information and documents concerning on-going and completed investigations 

with other markets and clearing organizations; and/or

d. require Participants to provide information and documents to the SEF at the request of 

other markets or clearing organizations with which the SEF has an information-sharing 

agreement or other arrangements or procedures. 

2. The SEF may enter into an information-sharing arrangement with any Person or body (including, 

without limitation, the CFTC, the SEC, or any governmental authority, self-regulatory 

organization, exchange, market, clearing organization or foreign regulatory authority) if the SEF

(i) believes that such Person or body exercises a legal or regulatory function under any law or 

regulation, or a function comprising or associated with the enforcement of a legal or regulatory 

function, or (ii) considers such arrangement to be in furtherance of the SEF’s purpose or duties 

under applicable law. 

3. The SEF may disclose to any Person or body information concerning or associated with a 

Participant or other Person that the SEF believes is necessary and appropriate in exercising a 
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legal or regulatory function (including, without limitation, information concerning any aspect of 

the business of the SEF) whether or not a formal arrangement governing the disclosure exists or 

a request for information was made.

Rule 904. Recording of Communications 

In the regular course of business, the SEF may record conversations and retain copies of electronic 

communications between (a) the SEF and (b) Participants and their Related Parties. All such recording 

will be retained by the SEF in such manner and for such period of time as the SEF, in its sole discretion, 

determines is necessary or desirable to comply with applicable law. For the avoidance of any doubt, any 

Regulatory Service Provider that provides regulatory services to the SEF will have access, to the extent 

necessary to perform regulatory services, to all such recordings. 

Rule 905. Books and Records

The SEF shall keep, or cause to be kept, complete and accurate books and records of accounts of the 

SEF, including, without limitation, all books and records required to be maintained pursuant to CEA and 

CFTC Regulations, as well as the Securities Exchange Act of 1934 and applicable SEC Regulations. The 

SEF shall retain all such books and records for five (5) years, or such longer time as may be required by 

applicable law, and shall make such books and records readily accessible for inspection, as may be 

required by applicable law, during the first two (2) years of such five-year period. Upon request, the SEF

shall make its books and records available to the CFTC and/or permit on-site visitation by duly 

authorized representatives of the CFTC. In addition, the SEF will keep records relating to swaps defined 

in section 1a(47)(A)(v) of the CEA open to inspection and examination by the SEC.

Rule 906. Service Agreement with Technology Services Provider 

The SEF may contract with a Technology Service Provider to provide certain technology services to the 

SEF. In accordance with any agreement between the Technology Services Provider and the SEF, the 

Technology Services Provider may perform certain functions under the SEF Rules and the SEF may 

provide information to the Technology Services Provider in connection with the Technology Services 

Provider’s performance of such functions. 

Rule 907. Governing Law 

The SEF Rules, and the rights and obligations of the SEF and Participants under the SEF Rules, shall be 

governed by, and construed in accordance with, the laws of the State of New York. 

Rule 908. SEF Disaster Recovery, Business Continuity and Risk Oversight

1. The SEF shall establish and maintain a program of risk analysis and oversight to identify and 

minimize sources of operational risk through the development of appropriate controls and 

procedures and automated systems that are scalable, reliable and secure. Such risk analysis and 

oversight shall address each of the following categories: (i) information security, (ii) business 
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continuity and disaster recovery planning and resources, (iii) capacity and performance 

planning, and (iv) systems operations.

2. The SEF shall establish and maintain emergency procedures, back-up facilities and a plan for 

disaster recovery that permits the timely recovery and resumption of operations, and the 

fulfillment of the responsibilities and obligations of the SEF. Such written policies regarding 

business continuity and disaster recovery will ensure that the SEF is able to continue to operate 

during periods of stress. The SEF shall perform periodic testing of disaster recovery and 

business continuity plans, duplication of critical systems at back up sites and periodic back-up of 

critical information. 

Rule 909. Reserved

Rule 910. Prohibited Use of Data Collected for Regulatory Purposes 

The SEF shall not use for business or marketing purposes any proprietary data or personal 

information it collects or receives, from or on behalf of any person, for the purpose of fulfilling its 

regulatory obligations. Notwithstanding the foregoing, the SEF may use such data or information 

for business or marketing purposes if the Person from whom it collects or receives such data or 

information clearly consents in writing to the SEF’s use of such data or information in such manner. 

The SEF shall not condition access to the SEF’s market(s) or market services upon a Person’s consent 

to the SEF’s use of proprietary data or personal information for business or marketing purposes. 

Where necessary for regulatory purposes, the SEF may share such data or information with one or 

more swap execution facilities or designated contract markets registered with the CFTC.
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CHAPTER 10 PRODUCT SPECIFICATIONS 

Rule 1001. Non-Deliverable Forwards

Contract

Overview

A non-deliverable foreign exchange forward Transaction (an “NDF”) is a cashsettled, foreign exchange forward contract in a thinly traded or nonconvertible 

foreign currency (the “Reference Currency”) against a freely traded currency (the 

“Settlement Currency”) where the profit or loss at the Settlement Date of the 

Transaction is calculated by taking the difference between the agreed upon 

exchange rate (the “Forward Rate”) and the spot rate at time of settlement (the 

“Settlement Rate”), for an agreed upon Notional Amount. The gain or loss is then 

settled in the Settlement Currency. 

Participant

Category

All Participants with Trading Privileges on the SEF are eligible to enter into 

Transactions in respect of this Product. 

Trade Date The date the Transaction is executed on the SEF. The Trade Date of a Transaction 

shall be the calendar date on which the Transaction is executed, unless the 

Transaction is executed after 5:00 p.m., in which case the Trade Date shall be the 

following Trading Day.

Reference 

Currency

Any of the following currencies:

Argentine Peso (ARS)

Brazilian Real (BRL)

Chilean Peso (CLP)

Chinese Renminbi (CNY)

Colombian Peso (COP)

Indian Rupee (INR)

Indonesian Rupiah (IDR)

Ghanaian Cedi (GHS)

Kazakhstani Tenge (KZT)

Kenyan Shilling (KES)

Korean Won (KRW)

Malaysian Ringgit (MYR)

Peruvian Sol (PEN)

Philippine Peso (PHP)

Russian Ruble (RUB)

Taiwanese Dollar (TWD)

Notional Amount The quantity of Settlement Currency.

Forward Rate The currency exchange rate, expressed as the amount of Reference Currency per one 

unit of Settlement Currency, agreed by the parties.
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Reference 

Currency Notional 

Amount

The quantity of Reference Currency.

Reference 

Currency Buyer

The party to which an amount denominated in the Reference Currency is owed on

the Settlement Date. 

Reference 

Currency Seller

The party that owes an amount denominated in the Reference Currency on the

Settlement Date. 

Settlement 

Currency

United States dollars (USD) 

Settlement Date The date indicated as such on the Transaction Confirmation, subject to adjustment in 

accordance with the Following Business Day Convention.

Settlement Rate The currency exchange rate determined on the Valuation Date with reference to the 

Settlement Rate Option.

Settlement Rate 

Option2

The Settlement Rate Option in respect of each Reference Currency shall be as 

follows:

ARS: ARS MAE (ARS05)

BRL: BRL PTAX (BRL09)

CLP: CLP DOLAR OBS (CLP10)

CNY: CNY SAEC (CNY01)

COP: COP TRM (COP02)

INR: INR RBIB (INR01)

IDR: IDR JISDOR (IDR04)

GHS: GHS Thompson Reuters (GHS03)

KZT: KZT KASE (KZT01)

KES: KES Thomson Reuters (KES01)

KRW: KRW KFTC18 (KRW02)

MYR: MYR KL REF (MYR04)

PEN: PEN INTERBANK AVE (PEN05)

PHP: PHP PDSPESO (PHP06)

RUB: RUB MOEX (RUB05)

TWD TWD TAIFX1 (TWD03)

2 The Settlement Rate Option in respect of each Reference Currency shall be as defined in the 1998 FX and 

Currency Option Definitions as promulgated by the International Swaps and Derivatives Association, the Emerging 

Markets Traders Association and The Foreign Exchange Committee, as amended from time to time (the “EMTA 

Definitions”).
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Valuation Date The date indicated as such on the Transaction Confirmation, subject to adjustment in 

accordance with the Preceding Business Day Convention. The Valuation Date is the 

date on which the difference between the Forward Rate and the Settlement Rate is 

calculated.

Settlement Non-deliverable (cash settled).

Contract Size Contracts may be any size, without a minimum Notional Amount.

Tenor The duration of time from the Trade Date to the Settlement Date. The Tenor of a 

Contract may be one month, two months, three months, six months or one 

year, or may be End-of-Month or IMM or, in the case of a Contract whose 

Reference Currency is BRL, the Tenor may be BMF.

End-of-Month A Contract having an End-of-Month Tenor shall mean a Contract whose 

Settlement Date falls on the last day of the calendar month in which the Trade 

Date occurs.

IMM A Contract having an IMM Tenor shall mean a Contract whose Settlement Date 

falls on the nearest International Monetary Market date to the Trade Date, 

defined as the third Wednesday of the last month of the calendar quarter in 

which the Trade Date occurs.

BMF A Contract having a Tenor of BMF shall mean a Contract whose Settlement Date 

falls on the expiration date of a USD futures contract (whose underlying asset is 

the exchange rate of BRL per USD) that is nearest to and after the Contract’s 

Trade Date, which USD futures contracts has a tenor corresponding to the Tenor 

indicated by the Contract’s symbol and which is traded on the Brazilian Mercantile 

& Futures Exchange (“BM&F”). For example, a Contract having a Tenor of BMF1 

indicates a Contract whose Settlement Date falls on the expiration date of the first 

BM&F futures contract to expire after the Contract’s Trade Date; a Contract 

having a Tenor of BMF2 indicates a Contract whose Settlement Date falls on the 

expiration date of the second BM&F futures contract to expire after the Contract’s 

Trade Date, and so on.
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Relevant City for 

Business Day for 

Valuation Date

The Relevant City for Business Day for Valuation Date in respect of each Reference 

Currency shall be as follows:

ARS: Buenos Aires and New York

BRL: Any of Rio de Janeiro, Brasilia or Sao Paulo, and New York City

CLP: New York and Santiago 

CNY: Beijing 

COP: New York and Bogota

INR: Mumbai

IDR: Jakarta

GHS: Accra

KES: Nairobi

KRW: Seoul 

KZT: Almaty

MYR: Kuala Lumpur

PEN: New York and Lima 

PHP: Manila 

RUB: Moscow

TWD: Taipei

Relevant City for 

Business Day for 

Settlement Date

New York City

Preceding 

Business Day 

Convention

If an event falls on a date that is not a Business Day, such event will be adjusted to 

occur on the first preceding day that is a Business Day.

Following 

Business Day 

Convention

If an event falls on a date that is not a Business Day, such event will be adjusted to 

occur on the first following day that is a Business Day.

Fallbacks If the Settlement Rate in respect of a Transaction cannot be determined on the 

relevant Valuation Date for any reason, including but not limited to a failure by 

the relevant institution which publishes such Settlement Rate to do so on the date 

and at the time required, such Settlement Rate shall be determined by the 

counterparties to such Transaction in accordance with the dispute resolution 

provisions set forth in the applicable Counterparty Master Agreement. 
Cboe SEF, LLC

Submission No. 22-05

C-1

EXHIBIT D

Operating Agreement, with proposed amendments
SECOND AMENDED AND RESTATED  

LIMITED LIABILITY COMPANY AGREEMENT OF

CBOE SEF, LLC

This LIMITED LIABILITY COMPANY AGREEMENT of Cboe SEF, LLC (the “Company”), formerly

known as Bats Hotspot SEF LLC and, earlier, as Javelin SEF, LLC (such agreement, as amended from time

to time, shall be referred to herein as this “Agreement”), effective as of October 31, 2017July 18, 2022

(the “Effective Date”), is entered into by Cboe FX Holdings, LLC (formerly Bats Hotspot Holdings LLC), a

Delaware limited liability company (“Cboe FX Holdings”), as Member (as hereinafter defined), and each

of those other Members executing this Agreement from time to time in accordance with the terms

hereof.

EXPLANATORY  

STATEMENT

On April 19, 2012, Javelin Capital Markets, Inc. (“Javelin”) formed Javelin SEF, LLC as a limited

liability company pursuant to the Act.  On November 1, 2016, Javelin sold all of its right, title and

interest in and to Javelin SEF, LLC to Cboe FX Holdings, which (a) caused the name of the Company to be

changed from Javelin SEF, LLC to Bats Hotspot SEF LLC, and (b) determined to enter into this Agreement

to govern the management and operation of the Company and the relationship of the parties in

accordance with the terms and subject to the conditions set forth in this Agreement.  On March 24,

2017, certain additional changes to the Agreement were made.  On the Effective DateOctober 31, 2017,

Cboe FX Holdings caused the name of the Company to be changed from Bats Hotspot SEF LLC to Cboe

SEF, LLC, and consented to thefurther amendment and restatement of the Agreement.  On the Effective

Date, Cboe FX Holdings consented to further amendment and restatement of the Agreement to make

certain amendments to the governance arrangements of the Company, as more fully set forth below.

AGREEMENT

For good and valuable consideration, the parties, intending legally to be bound, agree as

follows:  

ARTICLE I

Definitions

In addition to any terms that are defined in the text of this Agreement, capitalized terms shall

have the following meanings.

(a) “Act” means the Delaware Limited Liability Company Act, as amended from time

to time.

(b) “Affiliate” means a Person who, directly or indirectly, Controls, is Controlled by,

or is under common Control with, such other Person.

(c) “Applicable Law” means (i) the provisions of all applicable statutes and laws of

the United States of America, the states thereof (including the Act), and all other countries in

which the Company or any of its Affiliates are then doing business, and (ii) the constitution, by‐ 
Page 2

laws, rules, regulations, orders, customs and usage of (A) the Company and (B) any United

States, state or foreign governmental, regulatory or self‐regulatory authority, in each case

having jurisdiction over the Company or any of its Affiliates.

(d)   “Board” means the Board of ManagersDirectors of the Company.

(e) “Cash Flow” means the revenues and other cash receipts of the Company minus

the expenditures of the Company.  Cash Flow will not include reserves established by the Board

from time to time except to the extent released from the reserves in question for distribution.

(f) “Cboe FX Holdings” means Cboe FX Holdings, LLC, a Delaware limited liability

company which constitutes a Member of the Company.

(g) “CEA” means the Commodity Exchange Act.

(h) “Certificate” means the Certificate of Formation of the Company filed with the

Delaware Secretary of State on April 20, 2012 and as further amended from time to time.

(i)   “CFTC” means the Commodity Futures Trading Commission.

(j)   “Code” means the Internal Revenue Code of 1986, as amended, or any

corresponding provision of any succeeding law.  

(k) “Company” means Cboe SEF, LLC, the limited liability company formed in

accordance with the Certificate.  

     (l) “Control” means the possession, direct or indirect, of the power to direct or

cause the direction of the management and policies of a Person, whether through the

ownership of voting securities, by contract, or otherwise.   

(m) “Interest” means a limited liability company interest in the Company entitling

the holder thereof to receive a share of the Profits and Losses of, and the right to receive

distributions from, the Company in accordance with the terms of this Agreement.

(n) “Interest Holder” means any Person who holds an Interest, whether as a

Member or as an unadmitted assignee of a Member.

(o)   “Majority‐in‐Interest of the Members” means a Member or Members with a

Percentage Interest exceeding fifty percent (50%).

(p) “Member’’ means each Person signing this Agreement and any Person who

subsequently is admitted as a member in the Company.

(q) “Membership Rights” means all of the rights of a Member in the Company,

including a Member’s: (i) Interests; (ii) right to inspect the Company’s books and records; and

(iii) right to vote on matters coming before the Members, if any.

(r) “Officer” means any individual from time to time authorized or appointed by

the Board to act as an officer or representative of the Company on a general basis or for a

specific purpose, which individual shall act for and bind the Company as authorized by the

Board.
Page 3

(s) “Percentage Interest” means, for any Interest Holder, the percentage interest of

such Interest Holder in the Company as set forth on Exhibit A.

(t) “Person” means and includes an individual, corporation, partnership,

association, limited liability company, trust, estate or other entity.

(u) “Profit” and “Loss” mean, for each taxable year of the Company (or other period

for which Profit or Loss must be computed), the Company’s taxable income or loss determined

in accordance with the Code.

(v) “Resignation” (including its correlative meaning, “Resign”) means a Member’s

resignation from the Company by any means.

(w) “Transfer” means, when used as a noun, any direct or indirect sale,

hypothecation, pledge, assignment, attachment, or other transfer, and, when used as a verb,

means to, directly or indirectly, sell, hypothecate, pledge, assign, or otherwise transfer.

ARTICLE II

Formation and Name; Office; Purpose; Term

Section 2.1. Formation of the Company.  The Company was formed upon the execution and

filing of the Certificate with the Delaware Secretary of State.

Section 2.2. Name.  The name of the Company shall be “Cboe SEF, LLC.”  The Company may

do business under that name and under any other name or names as may be determined by the Board.

Section 2.3. Purpose.  The purposes of the Company shall be to (i) operate a swap execution

facility in accordance with the CEA and regulations promulgated by the CFTC thereunder, (ii) engage in

any and all activities necessary, desirable or incidental to the accomplishment of the foregoing and

(iii) engage in any other lawful act or activity for which limited liability companies may be organized

under the Act, as determined by the Board.

Section 2.4. Term.  The term of the Company began upon the filing of the Certificate with

the Delaware Secretary of State and shall continue in perpetual existence until dissolved pursuant to this

Agreement.  The registered office of the Company in the State of Delaware shall be as set forth in the

Certificate.

Section 2.5. Location of Principal Place of Business.  The principal office and place of

business of the Company shall be located at 17 State Street, New York, New York 10004, or at such other

place as the Board may designate from time to time.  The name and address of the Company’s

registered agent in the State of Delaware shall be as set forth in the Certificate.
Page 4

ARTICLE III

Members; Capital; Profit. Loss and Distribution

Section 3.1. Members.  The name, present mailing address, taxpayer identification number

and Percentage Interest of each Member are set forth on Exhibit A.  A Majority‐in‐Interest of the

Members shall have the right to admit additional Members from time to time as it determines in its sole

discretion.  If at any time a Majority‐in‐Interest of the Members deems it to be in the best interest of the

Company to raise additional equity capital to properly carry out the Company’s business and affairs, the

Company shall have the right to (a) raise additional equity capital for infusion into the Company from

Members or other Persons and issue Interests on terms that may be senior to, junior to, or on parity

with, the terms of the Interests held by then‐existing Members, and (b) admit the Persons investing such

equity capital as additional Members.  In addition, the Company may obtain funds through loans (which

may be made by a Member) having such terms and conditions as a Majority‐in‐Interest of the Members,

in its reasonable discretion, deems to be in the best interest of the Company.  The Company shall amend

Exhibit A from time to time to reflect changes in the identity of the Members and changes in

information set forth on Exhibit A.

Section 3.2. Capital.  It is acknowledged that Cboe FX Holdings has made all capital

contributions to the capital of the Company required to be made by Cboe FX Holdings as of the Effective

Date.  From time to time the Members may, but shall not be obligated to, contribute additional capital

or make loans to the Company, all at such times and upon such terms as the Board shall approve.  No

Member or Interest Holder shall be required to contribute any additional capital to the Company, and

no Member or Interest Holder shall have any personal liability for any obligations of the Company.

Section 3.3. Profit, Loss and Distributions.  Cash Flow for each taxable year of the Company

shall be distributed to the Interest Holders, at such time as determined by the Board, in proportion to

the Interest Holders’ respective Percentage Interest.  All Profit or Loss shall be allocated to the Interest

Holders in proportion to their respective Percentage Interest.  If the Company is dissolved, the assets of

the Company shall be distributed as provided in Article IV.

ARTICLE IV

Dissolution

The Company shall be dissolved only if the Board determines to dissolve the Company or if the

Company has no Members and no Interest Holder agrees in writing, within thirty (30) days after the

occurrence of the event pursuant to which the last Person ceased to be a Member, to become a

Member and be bound by the terms and conditions of this Agreement.  If the Company is dissolved, the

affairs of the Company shall be wound up.  On winding up of the Company, the assets of the Company

shall be distributed, first, to non‐Interest Holder creditors of the Company in satisfaction of the liabilities

of the Company, second, to creditors of the Company who are also Interest Holders in satisfaction of the

liabilities of the Company but not including those liabilities to the Interest Holders in their capacity as

Interest Holders, and then to the Interest Holders in proportion to their Percentage Interest.
Page 5

ARTICLE V

Transfer and Resignation

Except as otherwise expressly permitted by this Agreement, no Member shall have the right,

without the prior written consent of the Board, to Transfer all or any part of such Member’s

Membership Rights; provided, however, that if the Transfer is a transfer by operation of law, the

dissolution of a non‐individual Person or otherwise, and if the result of such transfer would be the

Resignation of the last remaining Member in the Company, then the transferee(s) will be automatically

admitted as Member(s) in the Company; provided, further that any of such transferee(s) may elect, at

any time on or before ninety (90) days after such Transfer to such transferee, to Resign as a Member in

the Company, such Resignation to be effective retroactive to the date of such Transfer.  Except as

provided in the preceding sentence, no Member shall have the right to Resign without the prior written

consent of Cboe FX Holdings.  The Company shall not be obligated to purchase the Interests of any

Person who has Resigned for its fair value or otherwise.  Notwithstanding any provision contained in this

Agreement to the contrary, Cboe FX Holdings shall have the right, without the consent of the Board, to

Transfer all or any part of Cboe FX Holdings’ Membership Rights, and such transferees shall

automatically be deemed to be admitted as a Member in the Company. The Interests and other

Membership Rights are securities governed by Article 8 of the Uniform Commercial Code as in effect in

the state of Delaware.  Interests and Membership Rights shall not be certificated. The transferee of a

Transfer for collateral purposes shall not be admitted as a Member in the Company until such time, if

any, as the transferee has realized upon the Membership Rights pledged to it or has acquired such

Membership Rights in lieu of such realization and such transferee expressly agrees in writing to be

bound to the terms and conditions of this Agreement.

ARTICLE VI

Powers, Rights and Duties of the Board

Section 6.1. Management of the Company.

(a) Board.  Except as otherwise provided in this Agreement, the business and affairs

of the Company shall be exclusively managed under the direction of a Board, subject to any

power and authority delegated to the Officers as provided in Article VIII, and the Board shall

have all right and powers of a “manager” under the Act.  Except as otherwise specifically

provided herein or by Applicable Law, the Board has the power by itself or through agents, and

is authorized and empowered on behalf and in the name of the Company, to carry out all of the

objects and purposes of the Company and to perform all acts and enter into and perform all acts

and other undertakings that it may in its sole discretion deem necessary or advisable in that

regard.  A member of the Board acting individually in his or her capacity has the power to act or

bind the Company to the extent expressly authorized to do so by the Board.  The ChairmanChair

of the Board, the President and the Secretary of the Company from time to time shall be

deemed to be authorized persons within the meaning of the Act, to execute and file any

amendments to, or restatements of, the Company’s Certificate with the Delaware Secretary of

State and any applicable filings as a foreign limited liability company in any state where such
Page 6

filings may be necessary or desirable. The Board may establish such other rules and procedures

for its deliberations as it may deem necessary or desirable.

(b) Number; Election.  The Board shall consist of at least five (5) managersdirectors

elected by Cboe FX Holdings for such purpose.  A Majority‐in‐Interest of the Members may

increase or decrease the number of managersdirectors from time to time; provided, however,

that the Board shall consist of at least three (3) managersdirectors.  Cboe FX Holdings shall

appoint a ChairmanChair of the Board from among the managersdirectors, who shall hold office

until his or her successor is appointed and qualified or until his or her earlier resignation or

removal.

(c) Composition of the Board.  At all times following the appropriate compliance

date of CFTC regulations applicable to the Company’s governance, the members of the Board

shall include no fewer than the minimum number or percentage of “Public Managers” required

by such CFTC regulations.  Directors” required by such CFTC regulations.  The Board may appoint

one of the Public Directors to serve as the Lead Director.  The Lead Director shall perform such

duties and possess such powers as the Board may from time to time prescribe.  The Lead

Director, if appointed, shall be authorized to preside at meetings of the non‐management

directors and at meetings of the Public Directors of the Board.

(d) Resignation; Removal; Vacancies.  Any member of the Board may resign at any

time upon written notice to the Company directed to the Board or the Secretary.  Such

resignation shall take effect at the time specified therein and, unless otherwise specified

therein, no acceptance of such resignation shall be necessary to make it effective.  Any member

of the Board may be removed at any time, without or without cause, by a Majority‐in‐Interest of

the Members.  The Board shall have procedures, as may be further set forth in policies that the

Company may adopt, to remove a member from the Board where the conduct of such member

is likely to be prejudicial to the sound and prudent management of the Company.  Vacancies and

newly created managerdirector positions resulting from an increase in the authorized number of

managersdirectors shall be filled by a Majority‐in‐Interest of the Members.  

(e) Compensation of ManagersDirectors.  Members of the Board may be paid such

compensation for their services and such reimbursement for expenses of attendance at

meetings as the Board may from time to time determine.  No such payment shall preclude any

managerdirector from serving the Company or any of its Affiliates in any other capacity and

receiving compensation for such service.  The compensation of Public ManagersDirectors shall

not be linked to the business performance of the Company.

(f)   Meetings of the Board.

(i) Time and Place.  Meetings of the Board will be held at such times, on

such dates and at such places as the Board may from time to time establish by

resolution or otherwise in accordance with this Agreement.  Any or all members of the

Board may participate in such meetings by means of conference telephone or other

communications equipment by means of which all persons participating in the meeting

can hear each other, and such participation in a meeting will constitute presence in

person at such a meeting.
Page 7

(ii) Quorum and Voting.  At each meeting of the Board, a whole number of

managersdirectors equal to at least a majority of the total number of managersdirectors

then in office shall constitute a quorum for the transaction of business.  The

managersdirectors present at a duly organized meeting may continue to transact

business until adjournment, notwithstanding the withdrawal of enough

managersdirectors to leave less than a quorum.  In case at any meeting of the Board a

quorum shall not be present, the members or a majority of the members of the Board

present may adjourn the meeting from time to time until a quorum shall be present.

(iii) Special Meetings.  Special meetings of the Board may be called by the

ChairmanChair of the Board or upon the written request of any two members of the

Board. The ChairmanChair will give at least two (2) business days’ notice of such

meetings to each member of the Board, unless all members of the Board agree to a

shorter time period for such notice.

(iv) Decisions of the Board.  Decisions of the Board will require the approval

of a majority of the members of the Board present at a meeting; provided that should

the Board be unable to render a decision due to either a tie in the vote or more than

one Board member being recused with respect to the issue being voted upon, then

Cboe FX Holdings, as the sole Member of the Company, may make the decision in lieu of

the Board.

(v) Written Consents in Lieu of a Meeting.  Any action required or

permitted to be taken at any meeting of the Board, or of any committee thereof, may

be taken without a meeting if all members of the Board or of such committee, as the

case may be, then in office consent thereto in writing or by electronic transmission,

which such writing or electronic transmission shall be filed with the minutes of

proceedings of the Board or committee.

(vi)   Polling in Lieu of Special Meetings.  The members of the Board may be

individually polled to vote on issues (x) requiring prompt action or action prior to the

next regularly scheduled Board meeting and (y) where the calling of a special Board

meeting, in the opinion of the Chair of the Board, would be impractical.  Any such poll

may be conducted by telephone, by means of electronic transmission, and/or in person.  

An attempt shall be made to contact each director in any such poll.  A poll reaching at

least 50% of the directors shall be sufficient to constitute a quorum of the Board and the

approval of a majority of the directors voting in such a poll shall constitute requisite

Board action, even if all directors are not reached in connection with the poll.  The

results of any such poll shall be reported at the next physical meeting of the Board of

directors.

The Board may establish such other rules and procedures not inconsistent with the

foregoing for its deliberations as it may deem necessary or desirable.

Section 6.2.   Committees of the Board.
Page 8

(a) The Board may from time to time designate one or more committees of the

Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the

pleasure of the Board and shall, for those committees and any others provided for herein, elect

a managerdirector or managersdirectors to serve as the member or members, designating, if it

desires, other managersdirectors as alternate members who may replace any absent or

disqualified member at any meeting of the committee.  In the absence or disqualification of any

member of any committee and any alternate member in his or her place, the member or

members of the committee present at the meeting and not disqualified from voting, whether or

not he or she or they constitute a quorum, may by unanimous vote appoint another member of

the Board to act at the meeting in the place of the absent or disqualified member.  The Board

shall have power at any time to fill vacancies in, or to change the membership of, or to dissolve,

any such committee.  Nothing herein shall be deemed to prevent the Board from appointing one

or more committees consisting in whole or in part of persons who are not managersdirectors of

the Company; provided, however, that no such committee shall have or may exercise any

authority of the Board.

(b) Each committee may determine the procedural rules for meeting and

conducting its business and shall act in accordance therewith, except as otherwise provided

herein or required by law.  A majority of any committee may fix the time and place of its

meetings, unless the Board shall otherwise provide.  Adequate provision shall be made for

notice of such meetings to be given to members of the committees.

(c) Unless the Board otherwise provides, each committee designated by the Board

may adopt, amend and repeal rules for the conduct of its business.  In the absence of a provision

by the Board or a provision in the rules of such committee to the contrary, a majority of the

entire authorized number of members of such committee shall constitute a quorum for the

transaction of business, unless the committee shall consist of one (1) or two (2) members, in

which event one (1) member shall constitute a quorum.  The vote of a majority of the members

present at a meeting at the time of such vote if a quorum is then present shall be the act of such

committee.  Action may be taken by any committee without a meeting if all members thereof

consent thereto in writing or by electronic transmission, which such writing or electronic

transmission shall be filed with the minutes of the proceedings of such committee.

(d) The Executive Committee of the Company shall consist of the Chair of the Board

and one or more other members of the Board appointed by the Chair of the Board with the

approval of the Board.  At least thirty‐five percent of the Directors on the Executive Committee

shall be Public Directors.  The Chair of the Board shall be the Chair of the Executive Committee.  

The Executive Committee shall have and may exercise all of the powers and authority of the

Board in the management of the business and affairs of the Company, except that it shall not

have any power or authority to amend the Certificate or this Agreement, each as amended or

otherwise modified from time to time; adopt any agreement of merger or consolidation;

approve the sale, lease or exchange of all or substantially all of the Company’s property and

assets; or approve the dissolution of the Company or a revocation of a dissolution.

ARTICLE VII
Page 9

Liability and Indemnification

Section 7.1. Except as otherwise required by non‐waivable provisions of Applicable Law or as

expressly set forth in this Agreement, no Interest Holder shall have any personal liability whatsoever in

such Interest Holder’s capacity as an Interest Holder in excess of its capital contribution, whether to the

Company, to any of the other Interest Holders, to the creditors of the Company or to any other third

party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses

of the Company, other than arising out of a breach of this Agreement by such Interest Holder.

Section 7.2. None of the Members, the managersdirectors or the Officers shall be personally

liable for the return of any portion of the capital contributions (or any return thereon) of the Interest

Holders and the return, if any, of such capital contributions (or any return thereon) shall be made solely

from assets of the Company.  None of the Members or the managersdirectors or Officers shall be

required to pay to the Company or any Interest Holder any deficit in any Interest Holder’s capital

account upon dissolution of the Company or otherwise.  None of the Members, managersdirectors or

the Officers shall be liable, responsible or accountable, in damages or otherwise, to any Interest Holder

or to the Company for any act performed by such Member, managerdirector or such Officer within the

scope of the authority conferred on the Members, managersdirectors or the Officers by this Agreement,

except for gross negligence, fraud, bad faith or a material breach of this Agreement.

Section 7.3. The Company shall, to the fullest extent permitted by the Act, indemnify and

hold harmless the Interest Ho1dersHolders, Members, managersdirectors, Officers and their respective

partners, shareholders, members, officers, trustees, advisory board, managersdirectors, employees,

attorneys and agents and other affiliates (collectively, the “Indemnified Parties”) from and against any

loss, expense, damage or injury suffered or sustained by them by reason of any acts, omissions or

alleged acts or omissions arising out of their activities on behalf of the Company or in furtherance of the

interests of the Company or by reason of the fact that such Person is or was an Interest Holder,

Member, managerdirector, Officer, employee or agent of the Company, or is or was serving at the

request of the Company as a managerdirector, trustee, member, managerdirector, officer, employee or

agent of another limited liability company, corporation, partnership, joint venture, trust or other

enterprise, including, but not limited to, any judgment, award, settlement, reasonable attorneys’ fees

and other costs or expenses incurred in connection with the investigation and defense of any actual or

threatened action, proceeding or claim, unless the acts, omissions or alleged acts or omissions upon

which such actual or threatened action, proceeding or claim is based arose out of such Indemnified

Party’s gross negligence or were performed or omitted fraudulently or in bad faith by such Indemnified

Party or constituted a material breach of this Agreement.  If any claim for indemnification is based on a

claim by a third party (a “Third Party Claim”), the Indemnified Party in question shall give prompt written

notice thereof to the Company and shall permit the Company to defend and/or settle such Third Party

Claim, so long as it does so diligently and in good faith; provided, however, that no compromise or

settlement of any claim may be effected by the Company without the Indemnified Party’s consent

(which will not be unreasonably withheld, conditioned or delayed) unless the sole relief provided is

monetary damages that are paid in full by the Company.  Any such indemnification shall only be from

the assets or insurance of the Company and no Interest Holder shall be required to contribute capital to

the Company to satisfy any such indemnification.  Any such indemnification shall be paid by the
Page 10

Company in advance of the final disposition of any such action, proceeding or claim upon receipt of an

undertaking by or on behalf of the Indemnified Party seeking advancement to repay the amount

advanced should it ultimately be determined that the Indemnified Party was not entitled to be

indemnified hereunder or under the Act.

ARTICLE VIII

Officers

Section 8.1. Officers: Election or Appointment.  The Board at any time and from time to time

may elect a Chief Executive Officer, President, Vice President, Secretary, Treasurer, Chief Compliance

Officer and one or more other Officers to the extent the Board deems necessary or desirable.  Board at

any time and from time to time may authorize any Officer of the Company to appoint one or more

Officers.  Except with respect to the position of Chief Compliance Officer, any number of offices may be

held by the same person and managersdirectors may hold any office unless this Agreement otherwise

provides.  Any Officer may also be a managerdirector, officer, partner or employee of the Company or

any of its Affiliates.

Section 8.2. Term of Office; Resignation; Removal: Vacancies.  Unless otherwise provided in

the resolution of the Board electing or authorizing the appointment of any Officer, each Officer shall

hold office until his or her successor is elected or appointed and qualified or until his or her earlier

resignation or removal.  Any Officer may resign at any time upon written notice to the Board or to such

Person(s) as the Board may designate.  Such resignation shall take effect at the time specified therein,

and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it

effective.  The Board may remove any Officer with or without cause at any time.  Any Officer authorized

by the Board to appoint a person to hold an office of the Company may also remove such person from

such office with or without cause at any time, unless otherwise provided in the resolution of the Board

providing such authorization.  Any vacancy occurring in any office of the Company by death, resignation,

and removal or otherwise may be filled by the Board at any regular or special meeting or by an Officer

authorized by the Board to appoint a person to hold such office.

Section 8.3. Powers and Duties.  The Officers of the Company shall have such powers and

duties in the management of the Company as shall be stated in this Agreement or in a resolution of the

Board which is not inconsistent with this Agreement and, to the extent not so stated, as generally

pertain to their respective offices, subject to the control of the Board.

ARTICLE IX

Books, Accounting, and Tax Matters Partner

All funds of the Company shall be deposited in such bank or other investment accounts as the

Board shall approve.  All such accounts shall be in the Company’s name.  The annual accounting period

of the Company shall be the calendar year.  Cboe FX Holdings shall be the tax matters partner unless the

Member selects a different tax matters partner, to the extent a tax matters partner is required or

permitted by Applicable Law.
Page 11

ARTICLE X

General Provisions

Any notice, demand, consent, election, offer, approval, request, or other communication

(collectively, a “notice”) required or permitted under this Agreement must be in writing and either

delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or

sent by recognized overnight delivery service.  A notice must be addressed to an Interest Holder or

Member at the Interest Holder’s or Member’s last known address on the records of the Company.  A

notice to the Company must be addressed to the Company’s principal office.  Notices shall be deemed

given upon receipt or refusal to accept delivery.  Any party may designate, by notice to all of the others,

substitute addresses or addressees for notices; and, thereafter, notices are to be directed to those

substitute addresses or addressees.  This Agreement constitutes the complete and exclusive statement

of the agreement among the Members and supersedes all prior written and oral statements, including

any prior representation, statement, condition, or warranty.  This Agreement may not be amended

without the written consent of the Majority‐in‐Interest of the Members.  This Agreement shall be

governed by the internal law, not the law of conflicts, of the State of Delaware.  The headings herein are

inserted as a matter of convenience only, and do not define, limit, or describe the scope of this

Agreement or the intent of the provisions hereof.  This Agreement is binding upon, and inures to the

benefit of, the parties hereto and their respective heirs, executors, administrators, personal and legal

representatives, successors, and permitted assigns.  Nouns and pronouns shall be deemed to refer to

the masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context

require.  Each provision of this Agreement shall be considered separable; and if, for any reason, any

provision or provisions herein are determined to be invalid and contrary to any existing or future law,

such invalidity shall not impair the operation of or affect those portions of this Agreement which are

valid.

[Remainder of page intentionally left blank.  Signature page follows.]

   
Page 12

IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement

as of the date first set forth above.

SOLE MEMBER:

Cboe FX Holdings, LLC  

        By: ______________________________

     

        Name: Edward T. Tilly

        Title: Chief Executive Officer