GFI Swaps Exchange LLC 

Rule Implementation Submission 2022-01 

February 28, 2022 

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

underlined and any deletions are struck through. 

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

filing of this submission. 

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

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

with this submission, GFI Swaps Exchange LLC posted on its website: (i) a notice of 

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

this submission. 

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

amended rules appears below. 

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

6. Confidential treatment is not requested. 

CONCISE EXPLANATION AND ANALYSIS OF THE OPERATION, PURPOSE, AND 

EFFECT OF THE RULE AMENDMENT AND ITS COMPLIANCE WITH APPLICABLE 

PROVISIONS OF THE ACT, INCLUDING CORE PRINCIPLES AND THE 

COMMISSION’S REGULATIONS THEREUNDER 

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

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

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

staff review of the GFI Swaps Exchange LLC application for registration as a Swap Execution 

Facility. These amendments are either: 

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

Rules; and/or 

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

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

explanation of the operation, purpose, and effect of the change. 
2 

CONCISE EXPLANATION AND ANALYSIS OF THE OPERATION, PURPOSE, AND 

EFFECT OF THE RULE AMENDMENT AND ITS COMPLIANCE WITH APPLICABLE 

PROVISIONS OF THE ACT 

Rule Rule Title Effect 

101 Definitions Remove definition not currently 

utilized. 

201 Board Amend rule to include reference to 

Commission Rule 1.64(b)(1) and 

(b)(3). 

202 Officers Amend the rule to detail the titles of the 

Officers of the Facility and remove 

subsets of rules not currently utilized. 

206 Committees Amend rule to clarify how the Public 

Directors of the Regulatory Oversight 

Committee are appointed and remove 

subsets of rules not currently utilized. 

 709 Disciplinary Panel Amend rule to clarify how the members of 

the Disciplinary Panel are appointed. 
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CERTIFICATIONS PURSUANT TO SECTION 5c OF THE COMMODITY 

EXCHANGE ACT, 7 U.S.C. §7A-2 AND COMMODITY FUTURES TRADING 

COMMISSION RULE 40.6, 17 C.F.R. §40.6 

I hereby certify that: 

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

and the Commodity Futures Trading Commission’s regulations 

thereunder; and 

(2) concurrent with this submission, GFI Swaps Exchange LLC posted on its website: 

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

and (b) a copy of this submission 

______________________________ 

By: Kenneth Sklover 

Title: Chief Compliance Officer 

 Date: February 28, 2022 
4 

GFI Swaps Exchange LLC Rules 

“Fixing” has the meaning ascribed to it in Rule 508(a)(ii). 

“Fixing Price” means a mid-market price determined by the Company through the 

application of an algorithm to firm quotes submitted by Participants and Sponsored Access 

Firms during a timed period. 

“Group ID” means the unique identifier that is assigned by the Company to each 

Trading Group. 

“IB Participant” means a Participant that is registered with the CFTC as an 

introducing broker. 

“Independent Software Vendor” or “ISV” means a Person that makes available 

to Participants and Sponsored Access Firms a system or platform offering smart order 

routing, front-end trading applications, an aggregator platform or a combination of the 

foregoing. An ISV also may be a Participant that makes such a system or platform available 

to its Customers. 

“Indication of Interest” means a non-firm expression of trading interest 

transmitted by a Participant, Sponsored Access Firm or Registered Trader that reflects 

price, together with side of the market (buy or sell) and/or quantity. 

“Initiator” means the Registered Trader, the execution of whose resting bid or 

offer resulted in a transaction triggering a JTT session. 

“ISDA” means the International Swaps and Derivatives Association, Inc. 

“Join the Trade” or “JTT” has the meaning given to it in Rule 507(b). 

“Matching” has the meaning ascribed to it in Rule 508(a)(iv). 

“Mid-Market Level” has the meaning given to it in Rule 508A. 

“NFA” means the National Futures Association. 

“Nominating Committee” means the committee of the Board constituted 

pursuant to Rule 205. 

“Officer” has the meaning given to it in Rule 202(a). 

“Operating Agreement” means the Limited Liability Company Agreement of 

the Company, as it may be amended or restated from time to time. 

“Order” means any bid or offer to buy or sell a Swap pursuant to the Rules, and 

includes any modification to or cancellation of such a bid of offer, but does not include a 

Request for Quote, a counteroffer to an RFQ, or an Indication of Interest. 

“Order Book” means, with respect to a particular Swap, the book of Orders 
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maintained by the Trading Platform with respect to such Swap. 

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9

CHAPTER 2 

GOVERNANCE 

201. Board

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

Rules and its formation Partnership Agreement. The Board of Directors shall be 

appointed by the general partner of GFI Swaps Exchange LLC. The Board shall be 

composed in accordance with the standards set forth in Commission Rule 1.64(b)(1) 

and (b)(3), which are incorporated herein by reference.

(a) Unless otherwise specified by the Board, all Rules and amendments thereto 

from time to time adopted by the Board will become effective on such date (after any 

required filing with, or approval thereof by, the CFTC) as may be determined by the Board. 

(b) The Board will determine which Swaps are available from time to time for 

trading subject to the Rules, and will approve Rules containing specifications for such 

Swaps; provided that the Board may delegate the authority to approve such Rules to a 

Company committee or to one or more officers of the Company; provided, further, that 

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

required by Applicable Law and any regulations thereunder. 

(c) The Board’s membership shall fairly represent the diversity of interests at 

the Company, and at least 35% of the Directors shall be Public Directors. Each Director 

(including Public Directors) 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. 

(d) To qualify as a Public Director, an individual must be found, by action of the 

Board, to have no material relationship with the Company. The Board shall make such 

finding upon the nomination or appointment of the Director and as often as necessary in 

light of all circumstances relevant to such Director, but in no case less frequently than 

annually. For these purposes, a “material relationship” is one that could reasonably be 

expected to affect the independent judgment or decision-making of the Director. A Director 

shall be considered to have a “material relationship” with the Company if any of the 

following circumstances exist or have existed within the past year: 

(i) such Director is or was an Officer or an employee of the Company, 

or an officer or an employee of an Affiliate of the Company; or 

(ii) such Director is or was a Participant or Sponsored Access Firm, or 

a director, officer or employee of a Participant or Sponsored Access Firm. 

(iii) Any of the relationships set forth in paragraphs (i) and (ii) apply to 

the “immediate family” (i.e., the spouse, parents, children, and siblings, in each 

case, whether by blood, marriage, or adoption) of such Director, or any person 

residing in the home of the Director or that of his or her “immediate family.” 
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(e) The compensation of the Public Directors and other non-executive members 

of the Board shall not be linked to the business performance of the Company. 
11

(f) 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. 

(g) The Board shall establish arrangements to permit consideration of the views 

of Participants in connection with the functioning of the Trading Platform and with additions 

or amendments to the Rules and shall make a description of such arrangements available to 

the public and to the CFTC. 

202. Officers

The officers of the Facility shall have all the powers and authority provided in 

the Operating Agreement and these Rules and such other additional duties 

andpowers as the Board may confer on them or any of them. The officers of the 

Facility shall consist of the Chief Executive Officer, Chief Financial Officer, 

General Counsel, Chief Compliance Officer and such other officers as the 

Board may appoint.

(h) The Board shall appoint a Chief Executive Officer, a Chief Compliance 

Officer, and such other officers of the Company (each, an “Officer”) as it may deem 

necessary or appropriate from time to time, in accordance with the Operating Agreement. 

(i) Any Officer may also be a director, officer, partner or employee of the 

Company or any of its Affiliates. 

(j) The Officers shall have such powers and duties in the management of the 

Company as the Board may prescribe from time to time, subject to the terms of the Operating 

Agreement. 

202.203. Eligibility 

(a) No Person may serve as a Director, Officer or member of a Review Panel, 

Disciplinary Panel or Appeal Panel if the Person: 

(i) was found within the past three years by a final decision of a SelfRegulatory Organization, an administrative law judge, a court of competent 

jurisdiction or the CFTC to have committed a disciplinary offense; 

(ii) entered into a settlement agreement within the past three years in 

which any of the findings or, in absence of such findings, any of the acts charged, 

included a disciplinary offense; 

(iii) is currently suspended from trading on any trading market, is 

suspended or expelled from membership with any Self-Regulatory Organization, 

is serving any sentence of probation or owes any portion of a fine imposed pursuant 

to either: 

(A) a finding by a final decision of a Self-Regulatory 
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Organization, an administrative law judge, a court of competent jurisdiction 

or the CFTC that such person committed a disciplinary offense; or 

(B) a settlement agreement in which any of the findings or, in 

absence of such findings, any of the acts charged, included a disciplinary 

offense; 
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(b) The Company shall have a Regulatory Oversight Committee which shall 

consist entirely of Public Directors aappointed by the Board(in the event of an even number 

of Public Directors in the ROC, the chair of the ROC shall have the tie breaker vote)and 

shall be responsible for reporting to the Board. In general, the Regulatory Oversight 

Committee shall assist the Board in monitoring the design, implementation and 

effectiveness of the Company’s programs to promote and enforce compliance with 

Applicable Law and the Rules. More specifically, the Regulatory Oversight Committee 

shall: 

(i) Monitor the sufficiency, effectiveness and independence of the 

Company’s regulatory program; and 

(ii) Oversee all facets of the regulatory program, including: 

(A) trade practice and market surveillance; audits, examinations 

and other regulatory responsibilities with respect to Participants (including 

ensuring compliance with, if applicable, financial integrity, financial 

reporting, sales practice, recordkeeping and other requirements); and the 

conduct of investigations; 

(B) reviewing the size and allocation of the regulatory budget 

and resources and the number, hiring, termination and compensation of 

regulatory personnel; 

(C) reviewing the performance of the Chief Compliance Officer, 

who will report directly to the Regulatory Oversight Committee, and 

making recommendations with respect to such performance to the Board; 

(D) recommending changes that would ensure fair, vigorous and 

effective regulation; and 

(E) reviewing all regulatory proposals prior to implementation 

and advising the Board as to whether and how such changes may impact 

regulation. 

(c) The Company shall have a Nominating Committee which shall consist of a 

majority of Public Directors and shall be responsible for reporting to the Board. The 

Nominating Committee shall (i) annually nominate directors for the class of directors 

standing for election at the annual meeting of the Company for that year; and 

(ii) periodically review the organization and governance structure of the Company, and 

make such recommendations to the Board with respect thereto as it may deem appropriate. 

(d) The Company shall have a Participation Committee (the “Participation 

Committee”) which shall consist of not less than thirty-five percent of Public Directors and 

shall be responsible for reporting to the Board. The Participation Committee shall: 

(i) determine the eligibility standards and requirements for initial and 

continuing Participant status; 
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(ii) approve Rules that would result in different categories or classes 

of Participants receiving access to the Company; and 

(iii) review appeals of staff denials of Participant applications. 

In reviewing appeals of staff denials of Participant applications, the 

Participation Committee shall not uphold any staff denial if the relevant application 

meets the standards and requirements prescribed by such Committee. The Participation 

Committee shall not, and shall not permit the Company to, restrict access or 

impose burdens on access in a discriminatory manner, within each category or class of 

Participants or between similarly situated categories or classes of Participants. 

(e) One-half of the members, including the ex officio members, shall 

constitute a quorum of each committee provided for in this Chapter, except for 

the Regulatory Oversight Committee. For the Regulatory Oversight Committee, 

a quorum for the transaction of business shall consist of one-half of the 

committee members, including not less than 50 percent of the Public Directors 

serving as members of such committee. If at least 50 percent of the Public 

Directors committee members (i) are present at or (ii) have filed a waiver of 

attendance for a meeting after receiving an agenda prior to such meeting, the 

requirement that not less than 50 percent of the Public Directors committee 

members be present to constitute the quorum shall be deemed satisfied. 

(f)(c) Should Applicable Law establishing minimum thresholds relating to the 

number or percentage of Public Directors that must serve on the Board or any committee 

pursuant to this Rule 206 be amended, this Rule shall be deemed amended to comply with 

such Applicable Law without any further action of the Company to the extent permissible 

by law. 

207. Chief Compliance Officer 

(a) It shall be the duty of the Chief Compliance Officer to enforce the Rules. 

(b) The Chief Compliance Officer shall have available at all times the resources 

of the Compliance Department and such other Company resources as may be necessary to 

conduct investigations of alleged Rule violations and market conditions. 

(c) The Chief Compliance Officer shall report to, and shall be supervised by, the 

Regulatory Oversight Committee as provided in the Charter of the Regulatory Oversight 

Committee and, for all other purposes, shall report to and be supervised by the senior officer 

of the Company. 

(d) The Chief Compliance Officer shall have the authority to inspect the books 

and records of all Persons subject to the jurisdiction of the Company and the authority to 

require any such Person to appear before him or her and produce its books and records and 

answer questions regarding alleged violations of Rules, at the time, place and in the manner 

it designates with such prior reasonable advance notice as is practicable under the 

circumstances. The Chief Compliance Officer may also delegate such authority to the 

Compliance Department. 
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delivery, addressed to the respondent at the respondent’s last known place of business or 

residence as reflected in the books and records of the Company. 

708. Settlements 

(a) At any time after a notice of charges has been issued, the respondent may 

propose in writing an offer of settlement to anticipated or instituted disciplinary 

proceedings. Any offer of settlement must contain proposed findings and sanctions and be 

signed by the respondent or potential respondent and submitted to the Compliance 

Department. A respondent or potential respondent may offer to settle disciplinary 

proceedings without admitting or denying the findings contained in the order of the 

disciplinary proceedings, but must accept the jurisdiction of the Company over it and over 

the subject matter of the proceedings and consent to the entry of the findings and sanctions 

imposed under such offer of settlement. 

(b) The Disciplinary Panel may accept the offer of settlement, but may not 

alter the terms of a settlement offer unless the respondent or potential respondent agrees. 

(c) If an offer of settlement is accepted, the Disciplinary Panel must issue a 

written decision specifying the Rule violations that the presiding panel has reason to believe 

were committed, including the basis or reasons for the presiding panel’s conclusions, and 

any sanction to be imposed, which shall include full Customer restitution where Customer 

harm is demonstrated. Should an offer of settlement be accepted by the Disciplinary Panel 

without the agreement of the Compliance Department, such written decision must 

adequately support the Disciplinary Panel’s acceptance of the settlement. If applicable, such 

written decision must also include a statement that the respondent has accepted the sanctions 

imposed without either admitting or denying the Rule violations. 

(d) The respondent or potential respondent may withdraw his or her offer of 

settlement at any time before final acceptance by the presiding panel. 

(e) If the offer of settlement of a respondent or potential respondent is not 

accepted, fails to become final or is withdrawn before final acceptance by the presiding 

panel, the matter will proceed as if the offer had not been made and the offer (and all 

documents relating to it) will not become part of the record. Neither the respondent, the 

potential respondent, nor the Compliance Department may use an unaccepted offer of 

settlement as an admission or in any other manner at a hearing of, or appeal from, any 

disciplinary proceedings. 

(f) Any accepted settlement agreement shall include a waiver by the respondent 

of all rights to appeal or otherwise challenge or contest the validity of the settlement offer. 

709. Disciplinary Panel 

(a) The Board of Directors of the FacilityChief Compliance Officer will appoint 

a Disciplinary Panel to conduct hearings in connection with any disciplinary proceedings 

authorized by the 
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Chief Compliance Officer or a Review Panel to make findings and impose sanctions 

pursuant to this Chapter 7. 

(b) The Disciplinary Panel shall be comprised of three individuals, at least one 

of whom would qualify to serve as a Public Director in accordance with Commission Rule 

1.3(ccc)(3). Rule 201(d). In forming a Disciplinary Panel, the Chief Compliance Officer 

shall draw panel members from the individuals appointed by the Board as potential members 

of Disciplinary Panels. The chairman of the Disciplinary Panel shall be appointed by the 

Chief Compliance Officer. A Disciplinary Panel shall be comprised of individuals with 

sufficiently different membership interests so as to ensure fairness and to prevent special 

treatment or preference for any person in the conduct of the Disciplinary Panel’s 

responsibilities. No group or class of Participants may dominate or exercise disproportionate 

influence on a Disciplinary Panel, and no member of the Disciplinary Panel may participate 

in deliberations or voting on any matter in which he or she has a financial, personal or other 

direct interest. A Disciplinary Panel may not include any person involved in adjudicating 

any other stage of the same proceeding. If a vacancy shall occur on a Disciplinary Panel 

after it has begun its proceedings, the remaining members shall complete consideration and 

disposition of the matter. Once a Disciplinary Panel has determined the matter for which it 

was appointed and has notified the Secretary in writing of its decision, it shall be dissolved 

automatically. The Board may, at any time, remove any member of a Disciplinary Panel for 

cause. 

(c) Any of the functions of the Company or the Disciplinary Panel under this 

Chapter 7 may be performed by a Regulatory Services Provider pursuant to a delegation 

of such functions by the Company, and references to the Disciplinary Panel or the 

Compliance Department, as appropriate, shall be deemed to be references to such 

Regulatory Services Provider. Nevertheless, the Company will retain exclusive authority in 

all substantive decisions made by the Regulatory Services Provider, including, but not 

limited to, denials of access to the Trading Platform for disciplinary reasons. The Company 

will document any instances where its actions differ from those recommended by the 

Regulatory Services Provider. 

(d) Within ten days of being notified of the appointment of a Disciplinary Panel, 

a respondent may seek to disqualify any individual named to the Disciplinary Panel for 

the reasons identified in Rule 205(a)(i) or for any other reasonable grounds, by serving 

written notice on the Company’s General Counsel and providing a copy thereof to the 

Disciplinary Panel. By not timely filing a request for disqualification, the respondent will be 

deemed to have waived any objection to the composition of a Disciplinary Panel. The 

general counsel will decide the merits of any request for disqualification within his or her 

sole discretion. Any such decision will be final and not subject to appeal. 

710. Convening Hearings of Disciplinary Proceedings 

(a) All disciplinary proceedings (except for summary impositions of fines 

pursuant to Rule 717) will be conducted at a hearing before a Disciplinary Panel. A hearing 

will be conducted privately and confidentially unless the Disciplinary Panel