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Attachment A

SpectrAxe Rulebook

Amendments Generally and to Rule 101, Rule 204, Rule 212, Rule 302, Rule 306, Rule 312, 

Rule 314, Rule 403, Rule 404.C, Rule 405, Rule 406, Rule 407, Rule 412, Rule 413, Rule 

414, Rule 415, Rule 416, Rule 502, Rule 503, Rule 903, Rule 1102 and Rule 1104

[Explanation of changes, blackline format, and clean format provided in the following page]
317451061.1 

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Explanation of Changes

Rule Description of Change Explanation of Change and Relevant 

SEF Core Principles

General Changed references to the “SEF” 

to either the “Company” or the 

“Axe FX Trading Platform,” as 

appropriate.

Changed references to the “SEF 

Platform” to the “Axe FX Trading 

Platform.”

Changed references to “Rules of 

the SEF” to “Rules of this 

SpectrAxe Rulebook.”

Updated Rulebook references to the 

“SEF” and the “SEF Platform” to the 

“Axe FX Trading Platform,” which is the 

new name given to the SEF platform 

operated by SpectrAxe.

Certain references to the “SEF” 

actually meant SpectrAxe, the 

company, and not the SEF platform 

operated by SpectrAxe. Such 

references were updated to the 

“Company” to better clarify what is 

being referenced.

The phrase “Rules of the SEF” have 

been changed to “Rules of this 

SpectrAxe Rulebook” to clarify that the 

referenced Rules are located solely in 

the SpectrAxe Rulebook.

101. Defined 

Terms

Amend definition of “Designated 

Contact.” 

Add definition of “Operational 

Contact.”

Certain Participants requested that the 

individual(s) responsible for receiving 

general updates regarding the Axe FX 

Trading Platform be separate from the 

individual(s) responsible for overseeing 

the Authorized Users on the Axe FX 

Trading Platform. Accordingly, the 

Rulebook has been updated to divide 

the Designated Contact into two 

different positions: an updated 

Designated Contact, who is 

responsible for receiving and reviewing 

general notices sent by the Company, 

and the new Operational Contact, who 

is the individual that the Company will 

contact in regards to any issues 

regarding Trades and/or Authorized 

Users.

Participants can designated the same 

individual(s) as both their Designated 

Contact and Operational Contact, if 

they wish.
317451061.1 

Mr. Christopher J. Kirkpatrick

Commodity Futures Trading Commission

January 5, 2024

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SEF Core Principle 4

101. Defined 

Terms

Amend definition of “Legal Team.” The definition of “Legal Team” was 

amended to clarify that it also 

references external legal counsel, 

where appropriate.

101. Defined 

Terms

Amend definition of “Order Book.” The previous definition referred to 

“Participants in the trading system or 

platform,” which is redundant since all 

Participants, by definition, are 

participants of the Axe FX Trading 

Platform. Accordingly, the unnecessary 

phrase “in the trading system or 

platform” was removed.

101. Defined 

Terms

Remove the term “Participant 

Agreement Addendum.”

The Participant Agreement Addendum 

was the addendum to the Participant 

Agreement that stated the various 

Limits applicable to the Participant. 

The onboarding process has been 

streamlined to no longer have the 

notice of the Limits applicable to a 

Participant be an addendum to the 

Participant Agreement. Participants 

and PFIs have instead preferred a 

standalone Limits notice form or 

providing written notice via email. 

Accordingly, the term “Participant 

Agreement Addendum” has been 

removed and, where appropriate, 

replaced with references to a general 

“Limits notice.” 

101. Defined 

Terms

Amend definition of “PFI 

Participant Agreement.”

The definition was updated to clarify 

that the PFI Participant Agreement 

may not necessarily have any 

addendums. To be clear, the current 

version of the PFI Participant 

Agreement does not have any 

addendums.

101. Defined 

Terms

Amend definition of “Swap 

Execution Facility.”

The definition was updated to remove 

the unnecessary phrase “as such.”

204(d)(i). 

Participant 

Committee

Fix grammar. The term “provide” has been changed 

to “provides.”

212. 

Confidentiality

Fix grammar. Updated the combined reference to 

“material or non-public information” to 

separate references of “material 

information” and “non-public 
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Mr. Christopher J. Kirkpatrick

Commodity Futures Trading Commission

January 5, 2024

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information” to clarify that they are 

separate concepts.

302(b). Trading 

Privileges 

Eligibility

Update ECP proof requirement.

Remove the reference to the 

Participant Agreement Addendum 

and include the option to submit 

an alternative form of 

authorization from the PFI 

indicating the Limits available to 

the Participant.

The ECP proof requirement has been 

updated to no longer represent in 

writing that a Participant is an ECP. 

Though certain Participants will 

certainly represent in writing that they 

are ECPs, others have directed the 

Company to other forms of proof of 

their ECP status, such as their swap 

dealer registration status. The 

Company finds such proof sufficient of 

a Participant’s ECP status and will not 

further require a separate 

representation in writing.

As explained above, the term 

“Participant Agreement Addendum” 

has been removed and replaced, 

where appropriate, with references to a 

general Limits notice.

SEF Core Principles 2 and 7

306. PFI 

Connection 

Requirement

Remove the reference to the 

Participant Agreement Addendum 

and include the option to submit 

an alternative form of 

authorization from the PFI 

indicating the Limits available to 

the Participant.

As explained above, the term 

“Participant Agreement Addendum” 

has been removed and replaced, 

where appropriate, with references to a 

general Limits notice.

312(e). 

Withdrawal

Clarify the process for a PFI to 

withdraw from serving as a PFI on 

the SEF Platform. 

The updated Rule clarifies that the 

termination provisions of the PFI 

Facilitation Agreement reference the 

process described in Rules 312(a)-(d), 

even though Rules 312(a)-(d) refer to 

Participants.

SEF Core Principles 2 and 7

314. Market 

Maker 

Programs

Add reference to PFIs. The updated Rule clarifies that Market 

Maker Programs can be available for 

PFIs in addition to Participants.

SEF Core Principles 4 and 7

403. Price 

Dissemination 

and Publication 

of Trading 

Information

Change reference to Participants 

to PFIs in LEI provision.

The updated Rule clarifies that the 

swap data reporting will report the LEI 

of the PFIs, which are the 

counterparties to the Trade.
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Mr. Christopher J. Kirkpatrick

Commodity Futures Trading Commission

January 5, 2024

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Amend references to Participants 

“who were matched on the SEF.”

Update reference to CFTC 

Regulations.

Update error reporting 

procedures.

Update reference to Rule 502.

The updated Rule clarifies that 

“Participants who were matched on the 

SEF” is in reference to Participants that 

have caused their PRIs to enter into 

Trades, to clarify that it is the PFIs, and 

not the Participants, that are the 

counterparties to the Trade.

The reference to CFTC Regulation 

37.901(b) was amended to remove the 

subsection (b).

The Rule has been amended to clarify 

that the Trade review and notice 

procedures in Rules 407(b)-(c) shall 

apply in cases where there is an error 

or omission in reported swap data

(whether discovered by the Company 

or reported by a Participant or PFI). To 

be clear, this was always the case but 

the Rule was previously written in a 

way that could cause certain 

Participants to mistakenly believe that 

there was a separate Trade review and 

notice process for errors and 

omissions in reported swap data.

The Rule erroneously referenced Rule 

502(d), and has been corrected to 

reference Rule 502(c).

SEF Core Principles 4 and 7

404.C. 

Procedures 

Relating to 

Transactions in 

Swaps

Replace the reference to the 

Participant Agreement Addendum 

with a reference to a Limits 

notice.

As explained above, the term 

“Participant Agreement Addendum” 

has been removed and replaced, 

where appropriate, with references to a 

general Limits notice.

405. 

Modification or 

Cancellation of 

Orders

Amend procedure to modify or 

cancel an Order.

The Rule has been updated to clarify 

that an Order can be modified or 

cancelled without explicit acceptance 

by the Company. Rather, the Axe FX 

Trading Platform allows Participants to 

modify or cancel their Orders by 

themselves (without waiting for 

Company approval). The Rule has also 

been updated to clarify that the Axe FX 

Trading Platform will indicate that an 

Order was cancelled. Modification of 

an Order will not generate any alerts, 
317451061.1 

Mr. Christopher J. Kirkpatrick

Commodity Futures Trading Commission

January 5, 2024

6

 

Update notice procedure 

regarding Company modifications 

or cancellations of Orders.

and the Axe FX Trading Platform will 

simply show the modified Order.

The notice procedure has been 

updated so that written notice of the 

Company modifying or cancelling an 

Order is not required prior to the 

modification or cancellation, which 

could result in timing issues given the 

speed in which an Order can be 

accepted.

SEF Core Principles 2, 4 and 7

406. 

Information 

Regarding 

Orders

Fix grammar. Remove unnecessary phrase “through 

the SEF.”

407(c). Price 

Adjustments, 

Cancellations 

and Review of 

Executed 

Orders by the 

Company

Include the Help Desk telephone 

number and email address.

Amend the Company’s procedure 

when an error or omission has 

occurred.

Add that the Company will 

promptly submit as soon as 

technologically practicable after 

discovery the corrected swap 

data to the applicable SDR. 

The Help Desk’s contact information, 

which was available on the Company’s 

website, was also added to the 

Rulebook for the convenience of 

Participants.

The Rule has been amended to clarify 

that the Trade review and notice 

procedures in Rules 407(b) shall apply 

in cases where there is an error or 

omission in reported swap data 

(whether discovered by the Company 

or reported by a Participant or PFI). To 

be clear, this was always the case but 

the Rule was previously written in a 

way that could cause certain 

Participants to mistakenly believe that 

there was a separate Trade review and 

notice process for errors and 

omissions in reported swap data.

The addition of the provision that the 

Company will promptly submit as soon 

as technologically practicable after 

discovery the corrected swap data to 

the applicable SDR clarifies that this 

requirement, which is present in Rule 

403(e), also applies under Rule 407(c).

SEF Core Principles 2, 4 and 10
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Mr. Christopher J. Kirkpatrick

Commodity Futures Trading Commission

January 5, 2024

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407(d)(iii). 

Price 

Adjustments, 

Cancellations 

and Review of 

Executed 

Orders by the 

Company

Add a good faith and 

commercially reasonable 

standard for modification or 

cancellation of Trades due to PFI 

request.

This provision was included to clarify 

that the good faith and commercially 

reasonable standard, which is present 

in Rule 405, also applies under Rule 

407(d).

SEF Core Principles 2, 4 and 7

412. 

Emergencies

Fix grammar.

Amend references to clearing, 

settling or trading activities related 

to the “matches made on the 

SEF.”

Added missing commas, removed an 

unnecessary “or,” and added a missing 

“the.”

Replaced the phrase “related to 

matches made on the SEF” with “made 

on the Axe FX Trading Platform or 

pursuant to the Rules of this SpectrAxe 

Rulebook,” which provides more 

clarity.

SEF Core Principle 8

413. Limitation 

of Liability

Replace the reference to the 

Participant Agreement Addendum 

with a reference to a Limits 

notice.

Add that warranties and 

representations can be modified 

by separate contracts. 

As explained above, the term 

“Participant Agreement Addendum” 

has been removed and replaced, 

where appropriate, with references to a 

general Limits notice.

The phrase “except as otherwise 

provided in this Rule or separate 

contract, including the PFI Facilitation 

Agreement,” which was present under 

subsection (a), has been included to 

indicate that it also applies to 

subsection (b), regarding warranties 

and representations.

414. 

Requirements 

for Persons 

Submitting 

Orders, RFQs 

and Responses 

to RFQs

Added reference to the applicable 

CFTC Regulation.

Amended the provision regarding 

the clearing requirement 

indication.

Fix grammar. 

Added reference to the applicable 

CFTC Regulation for the benefit of 

Participants.

Added the phrase “if applicable” to 

indicate that the clearing requirement 

indication does not apply to the Axe FX 

Trading Platform.

Capitalized “Reporting Counterparty,” 

as it is a defined term.

SEF Core Principle 10
317451061.1 

Mr. Christopher J. Kirkpatrick

Commodity Futures Trading Commission

January 5, 2024

8

 

415. User IDs Add reference to the Operational 

Contact.

The Rule has been updated to indicate 

that the Operational Contact, in 

addition to the Designated Contact, is 

empowered to activate or deactivate 

the Participant’s User IDs.

SEF Core Principle 2 and 4

416. 

Designated 

Contact(s) and 

Operational 

Contacts

Add reference to the Operational 

Contact.

Add written notice provision.

The Rule has been updated to include 

Operational Contacts.

The Rule has also been updated to 

require a written notice to change a 

Participant’s Designated Contact or an 

Operational Contact.

SEF Core Principle 2 and 4

502(c). 

Required 

Notices

Amend error or omission 

reporting procedures.

The Rule has been updated to clarify 

that Participants and PFIs should 

review Trade Communications as soon 

as practicable upon receipt, in order to 

promptly notify the Company of any 

error or omission in reported swap 

data. The Rule has also been updated 

to clarify that corrected or completed 

swap data should be provided to the 

Company as part of any error or 

omission notice to the Company. The 

Rule has also been updated to better 

clarify how a Participant or PFI should 

notify other relevant parties should 

they become aware of an error or 

omission. The Rule previously did not 

differentiate between Participants and 

PFIs on such notice procedures. 

Lastly, the Rule has been updated to 

clarify that such notice requirements 

apply in addition to any notice that 

would be sent to the Company.

SEF Core Principles 4, 7 and 10

503. Books and 

Records; 

Cooperation in 

Proceedings

Fix grammar. The titles of referenced CFTC 

Regulations that were previously 

identified have been removed.

903. Exercise 

of Options

Amend option exercise process. The Rule has been updated to clarify 

that it applies not only to exercised 

options but also to options that a 

Participant wants to expire without 
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Mr. Christopher J. Kirkpatrick

Commodity Futures Trading Commission

January 5, 2024

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exercising. The term “abandoned” has 

been replaced with “expired.”

SEF Core Principles 4 and 7

1102. Trading 

by Company 

Officials 

Prohibited; 

Misuse of 

Material, NonPublic 

Information

Fix grammar. Updated the combined reference to 

“material or non-public information” to 

separate references of “material 

information” and “non-public 

information” to clarify that they are 

separate concepts.

Removed the reference to subsection 

(1) in the reference to CFTC 

Regulation 1.59(d).

SEF Core Principle 12

1104. SEF 

Data

Amend SEF Data license 

provision. 

Fix grammar.

The terms “non-exclusive” and “nontransferable” were added to the 

description of the SEF Data license.

Corrected typo “trade mark” to 

“trademark” and replaced an erroneous 

“or” with the correct word, “of.” 
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Redline Versions of the Amended Rules 

(General Amendments, Rule 101, Rule 204, Rule 212, Rule 302, Rule 306, Rule 312, Rule 314, 

Rule 403, Rule 404.C, Rule 405, Rule 406, Rule 407, Rule 412, Rule 413, Rule 414, Rule 415, 

Rule 416, Rule 502, Rule 503, Rule 903, Rule 1102 and Rule 1104)

[provided in the following page]
Rule 101

Defined Terms

Unless otherwise specified in these Rules or unless the context otherwise requires, the terms 

defined below in this Rule 101 shall for all purposes of these Rules have the meanings 

specified herein.

AAA

The term “AAA” means the American Arbitration Association.

Affiliate

An “Affiliate” of, or a Person “Affiliated” with, another Person means a Person who, 

directly or indirectly, Controls, is Controlled by, or is under common Control with, 

such other Person.

API

The term “API” means application programming interface.

Appeals Panel

The term “Appeals Panel” means a panel appointed by the CCO pursuant to Rule 

716(g).

Applicable Law

The term “Applicable Law” means, with respect to any Person, any statute, law, 

regulation, rule or ordinance of any governmental authority, or self-regulatory 

organization applicable to such Person, including without limitation the CEA, the 

Exchange Act and CFTC Regulations.

Audit Trail

The term “Audit Trail” has the meaning given to that term in Rule 505(a).

Authorized User

The term “Authorized User” means any natural person who is an agent or employee 

of a PFI, a Participant or any other Person that has been authorized to access the 

SEFAxe FX Trading Platform. In the case a computer or system is used to access 

the SEFAxe FX Trading Platform via an API, the natural person designated to be 

responsible for such computer or system’s activity on the SEFAxe FX Trading 

Platform shall be the Authorized User.
Beneficial Ownership or Beneficially Owned

The term “Beneficial Ownership,” or an interest “Beneficially Owned” by any Person, 

means, with respect to an account, a direct or indirect (through one or more 

subsidiaries or Affiliates) pecuniary interest in the account (through any Swap, 

arrangement, understanding, relationship or otherwise).

Board

The term “Board” means the Board of Directors of the Company constituted in 

accordance with the LLC Agreement, these Rules and Applicable Law.

Cancel Order

The term “Cancel Order” means an Order that cancels fully or partially an existing 

Order.

Cancel Replace Order

The term “Cancel Replace Order” means an Order to cancel fully or partially an 

existing Order and replace it with a new Order for a different quantity or price.

CFTC

The term “CFTC” means the Commodity Futures Trading Commission and includes 

any successor agency or authority.

CFTC Regulation

The term “CFTC Regulation” means any rule, regulation, order or directive and any 

published interpretation thereof adopted or promulgated from time to time by the 

CFTC.

Chief Compliance Officer

The term “Chief Compliance Officer” (or “CCO”) means the individual appointed by 

the Board from time to time to oversee compliance matters in accordance with Rule 

211.

Chief Executive Officer

The term “Chief Executive Officer” (or “CEO”) means the individual appointed by the 

Board from time to time to serve as chief executive officer of the Company.
Chief Operating Officer

The term “Chief Operating Officer” (or “COO”) means the individual appointed by the 

Board from time to time to serve as chief operations officer of the Company.

Cleared Swap

The term “Cleared Swap” means a Swap that is required to be cleared by a DCO 

pursuant to Section 2(h)(1) of the CEA and CFTC Regulation 50.2 (Treatment of 

Swaps Subject to a Clearing Requirement) or is otherwise designated by or on behalf 

of the parties to be submitted to a DCO for clearing, including a New Swap/Old Terms 

or New Swap/Corrected Terms, including any such Swap that is rejected from 

clearing by the applicable DCO. As of the date of this Rulebook, the SEFAxe FX 

Trading Platform does not offer Cleared Swaps.

Client Account

The term “Client Account” means a Person that has granted investment discretion to 

trade on its behalf.

Commodity Exchange Act

The term “Commodity Exchange Act” (or “CEA”) means the law set forth at 7

U.S.C. § 1, et. seq.

Company

The term “Company” will be SpectrAxe, LLC.

Company Official

The term “Company Official” means any Officer of, or individual employed directly 

by, the Company or any individual rendering similar services on behalf of the 

Company under a secondment agreement.

Compliance Department

The term “Compliance Department” means the CCO and the individuals under the 

supervision of the CCO who are responsible for enforcing these Rules and 

conducting investigations of alleged violations of these Rules. As the term is used 

herein, the Compliance Department includes: (i) the Company’s compliance staff 

dedicated to enforcing these Rules and performing services directly related to the 

Company’s compliance with Applicable Law and (ii) employees of other divisions of 

the Company or its Affiliates who have certain regulatory responsibilities with respect 

to the Company.
Control

The term “Control,” including the terms “Controlling,” “Controlled by” and “under 

common Control with,” 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 securities or otherwise.

Derivatives Clearing Organization

The term “Derivatives Clearing Organization” (or “DCO”) has the meaning given to 

that term in Section 1a(15) of the CEA. For the avoidance of doubt, the Company 

does not submit Uncleared Swaps to a DCO and does not have any agreement or 

arrangement with a DCO for Uncleared Swaps.

Designated Contact

The term “Designated Contact” means a natural person who is designated, pursuant 

to Rule 416, by a Participant or PFI with the authority to act on behalf of and 

representreceive Notices and other communications from the Company to the 

Participant or PFI as applicable. The Designated Contact may, but need not be, an 

Authorized User.

Director

The term “Director” means any member of the Board.

Disciplinary Offense

The term “Disciplinary Offense” shall have the meaning set forth in Rule 209(c).

Disciplinary Panel

The term “Disciplinary Panel” means the panel appointed pursuant to Rule 710 to 

conduct hearings in connection with disciplinary proceedings (other than summary 

impositions of fines pursuant to Rule 717), to make findings, render decisions, and 

impose sanctions pursuant to Chapter 7 of the Rules.

Electronic Access

The term “EA” or “Electronic Access” means electronic access to the SEF’sAxe FX 

Trading Platform’s Order Book and execution functionality through direct electronic 

connection.

Eligible Contract Participant

The term “Eligible Contract Participant” has the meaning given to that term under 

Section 1a(18) of the CEA and CFTC Regulations thereunder.
Emergency

The term “Emergency” has the meaning given to that term in Rule 412(a).

Exchange Act or Securities Exchange Act of 1934

The term “Exchange Act” of “Securities Exchange Act of 1934” means the law set 

forth at 15 U.S.C. § 78a, et. seq.

Final Decision

The term “Final Decision” shall have the meaning set forth in Rule 209(c).

Introducing Agent

The term “Introducing Agent” means a futures commission merchant or introducing 

broker registered with the CFTC, or any Person that is exempt from such registration 

(or not required under Applicable Law to so register). As of the date of this Rulebook, 

Introducing Agents are not permitted on the SEFAxe FX Trading Platform. 

Investigation Report

The term “Investigation Report” has the meaning given to that term in Rule 703.

Legal Entity Identifier

The term “Legal Entity Identifier” means a unique code assigned to swap 

counterparties and entities in accordance with the standards set by the Global Legal 

Entity Identifier System.

Legal Team

The term “Legal Team” means the function of the SEFCompany, including any 

relevant external legal counsel, that is responsible for the legal and regulatory affairs 

of the SEFAxe FX Trading Platform. 

Limits

The term “Limits” means the limits on trading as determined by the relevant PFI, 

including but not limited to, product restrictions and trade volume limits. A PFI may 

set separate Limits for Trades via the Order Book and Trades via an RFQ. A PFI 

may also set Limits on the aggregate exposure it has to another PFI, which shall 

take precedence over any Limits applicable to a Participant. A breach of any such
Limits (whether applicable to a Participant or a PFI) may prevent a Participant from 

entering into a Trade.

LLC Agreement

The term “LLC Agreement” means the Limited Liability Company Agreement of 

SpectrAxe, LLC, as amended, supplemented or otherwise modified from time to time.

Major Swap Participant

The term “Major Swap Participant” has the meaning given to that term in Section 

1a(33) of the CEA.

Market Data

The term “Market Data” means any and all data and other information contained in, 

displayed on, generated by or derived from the SEFAxe FX Trading Platform or 

transactions in Swaps entered into pursuant to these Rules, including Orders, RFQs, 

prices and volumes.

Market Data Vendors

The term “Market Data Vendors” means one or more vendors of financial market 

information which have entered into agreements with the Company to distribute 

Market Data.

Market Maker

The term “Market Maker” means a Participant authorized by the Company to 

participate in the Market Maker Program under Rule 314.

Master Agreement

The term “Master Agreement” means, as applicable, either (a) the 1992 or 2002 ISDA 

Master Agreement published by the International Swaps and Derivatives 

Association, Inc. as may be entered into between a PFI and its customer, including 

any Credit Support Annex thereto or; (b) a domestic master agreement (e.g., the FBF 

Master Agreement from the French Banking Federation or the German Master 

Agreement for Financial Derivatives Transactions).

Message Traffic

The term “Message Traffic” means electronic transmissions of Orders, Order 

modifications, Cancel Orders, Cancel Replace Orders, RFQs, trade reports and other 

messages entered into the SEFAxe FX Trading Platform by or through an Authorized 

User or sent to an Authorized User by the Company. Depending on the context, 

Message Traffic may refer to one-way or two-way transmissions.
NFA

The term “NFA” means the National Futures Association.

Nominating Committee

The term “Nominating Committee” means the committee of the Board constituted 

pursuant to Rule 203.

Notice to Participants

The term “Notice to Participants” means a communication sent by or on behalf of the 

Company to all Participants, as described in Rule 310.

Officer

The term “Officer” means any officer of the Company.

Operational Contact

The term “Operational Contact” means a natural person who is designated, pursuant 

to Rule 416, by a Participant to be available by telephone, or other reasonable 

communication method as determined by the Company, at any time one of its 

Authorized Users is accessing the Axe FX Trading Platform. The Operational Contact 

may, but need not be, an Authorized User.

Order

The term “Order” means an actionable firm bid or offer for a Swap (i) displayed in the 

Order Book, (ii) transmitted as a response to an RFQ, (iii) transmitted by acceptance 

of a response to an RFQ or (iv) any modification thereof. The term “Order” does not

include an RFQ request nor a response to an RFQ that is not a firm bid or offer.

Order Book

The term “Order Book” means the portion of the SEFAxe FX Trading Platform in 

which Participants in the trading system or platform have the ability to enter Orders 

designated for the Order Book, observe or receive such Orders entered by other 

Participants, and execute such Orders.

Owner

The term “Owner” means any Person holding an ownership interest in the Company 

or defined as a “Member” in the LLC Agreement.
Participant

The term “Participant” refers to Swap Dealers, funds, and other such Persons with 

Trading Privileges. A Participant may be acting as a principal or on behalf of one or 

more Client Accounts, provided that the term “Participant” shall not include any such 

Client Accounts.

Participant Agreement

The term “Participant Agreement” means the agreement between a Participant and 

SpectrAxe that allows the Participant to access the SEFAxe FX Trading Platform

pursuant to the Rules. References to Participant Agreements shall include their 

addendums, if any, unless provided otherwise. As used herein, and unless otherwise 

required by the context, the term “Participant Agreement” also includes PFI 

Participant Agreements.

Participant Agreement Addendum

The term “Participant Agreement Addendum” (or “the Addendum,” as context 

permits) means the addendum to the Participant Agreement that states, in part, 

various Limits applicable to the Participant.

Participant Committee

The term “Participant Committee” means the committee of the Board constituted 

pursuant to Rule 204.

Participating Financial Institution

The term “Participating Financial Institution” (or “PFI”) means a financial institution 

that has been approved by the Company to enter into the Trades that a Participant, 

with whom the PFI has PFI/Participant Trading Documentation that establishes the 

connection requirement pursuant to Rule 306(a), effectuates on the SEFAxe FX 

Trading Platform. 

Permitted Transaction

The term “Permitted Transaction” means any transaction not involving a Swap that 

is required by Section 2(h)(8) of the CEA to be executed on, or pursuant to the rules 

of, a swap execution facility or a designated contract market. 

Person

The term “Person” means any natural person, association, partnership, limited 

liability company, joint venture, trust or corporation.
PFI/Participant Trading Documentation

The prime brokerage agreement or other such documentation that governs the 

trading relationship (e.g. Master Agreement) in effect between a Participant and a 

PFI and allows the Participant to satisfy the PFI connection requirement in Rule 306.

PFI Facilitation Agreement

The term “PFI Facilitation Agreement” means the agreement between the Company 

and each PFI regarding the settlement of Trades executed by the Participants, 

including the establishment of Limits on the aggregate exposure a PFI may have to 

another PFI through the SEFAxe FX Trading Platform.

PFI Participant Agreement

The term “PFI Participant Agreement” means the agreement between the Company 

and a Participant that is the same legal entity as a PFI (e.g., a trading desk of the 

PFI), which allows the Participant to access the SEFAxe FX Trading Platform

pursuant to the Rules. References to the PFI Participant Agreement shall include 

their addendums, if any, unless provided otherwise.

Pre-Execution Communication

The term “Pre-Execution Communication” means a communication between two 

Persons for the purpose of establishing the terms of an Order prior to entering into a 

Trade, including any communication that involves pre-determination of the size, side 

of market, or price of such an Order; provided that any communication between two 

Persons that involves an agreement to enter into a Trade between the parties that 

legally binds the parties to such Trade shall not be considered a Pre-Execution 

Communication.

Proprietary Account 

The term “Proprietary Account” has the meaning set forth in CFTC Regulation 1.3 

(Definitions).

Proprietary Information

The term “Proprietary Information” has the meaning given to that term in Rule 

1104(d).

Public Director

The term “Public Director” means a director of the Company with the qualifications 

described in Rule 208.
Regulatory Oversight Committee

The term “Regulatory Oversight Committee” means the committee of the Board 

constituted in accordance with Rule 205.

Reporting Counterparty

The term “Reporting Counterparty” has the meaning set forth in CFTC Regulation

45.1 (Definitions).

Required Swap Continuation Data

The term “Required Swap Continuation Data” has the meaning given to that term in 

CFTC Regulation 45.1 (Definitions).

Required Swap Creation Data

The term “Required Swap Creation Data” has the meaning given to that term in CFTC 

Regulation 45.1 (Definitions).

RFQ

The term “RFQ” means a request for quote sent in accordance with these Rules.

Rule

The term “Rule” means any rule adopted or amended, from time to time, by the 

Company related to or in respect of the operation of, or business conducted on, the 

SEFAxe FX Trading Platform. 

Security

The term “Security” has the meaning given to that term under Section 3(a)(10) of the 

Exchange Act.

Swap Data Repository

The term “Swap Data Repository” (or “SDR”) means any swap data repository 

registered with the CFTC to which the Company may select to report, as required by 

and in accordance with the CEA and CFTC Regulations, the terms of the Trades 

executed pursuant to these Rules.

Swap Execution Facility

The term “Swap Execution Facility” (or “SEF” or “SEF Platform”) means the swap 

execution facility Axe FX Trading Platform, which is operated by the Company and 

registered as such with the CFTC.
SEF Data

The term “SEF Data” means any and all data and other information related to Swap 

activities on the SEFAxe FX Trading Platform or pursuant to this Rulebook, including 

but not limited to Market Data.

Settlement Agreement

The term “Settlement Agreement,” shall have the meaning set forth in Rule 209(c).

Standing Committee

The term “Standing Committee” means each of the Nominating Committee, the 

Participant Committee and the Regulatory Oversight Committee.

Swap

The term “Swap” has the meaning given to that term in Section 1a(47) of the CEA 

and in the CFTC Regulations promulgated thereunder (without regard to any 

determination by the Secretary of the Treasury pursuant to Section 1b of the CEA). 

Swap Dealer

The term “Swap Dealer” has the meaning given to that term in Section 1a(49) of the 

CEA.

Terms Incorporated by Reference

The term “Terms Incorporated by Reference” has the meaning given to that term in 

Rule 1101(b)(i).

Trade

The term “Trade” means a Swap transaction that is executed on the SEFAxe FX 

Trading Platform or subject to the Rules.

Trade Communication

The term “Trade Communication” means a written or electronic confirmation from the 

SEFCompany regarding the status of a Trade (i.e., whether the Trade is confirmed, 

amended or cancelled) and with all necessary economic terms.

Trading Hours

The term “Trading Hours” means, with respect to any Swap, the hours during which 

the SEFAxe FX Trading Platform is regularly open for the trading of such Swap.
Trading Privileges

The term “Trading Privileges” means the rights associated with allowing a Person 

to enter into Trades, such as allowing that Person’s Authorized Users to enter 

Orders or RFQs, respond to RFQs, enter into Trades and otherwise effect Swap

transactions, whether directly or indirectly, on or pursuant to the Rules of the SEFthis 

SpectrAxe Rulebook, either on that Person’s own behalf or on behalf of Client 

Accounts.

Uncleared Swap

The term “Uncleared Swap” means a Swap other than a Cleared Swap. As of the 

date of this Rulebook, all swaps executed on the SEFAxe FX Trading Platform will 

be an Uncleared Swap.

Underlying Instrument

The term “Underlying Instrument” means, with respect to a Swap, the good, right, 

security, index or other asset or measure which is the subject of that Swap.

Unique Transaction Identifier

The term “Unique Transaction Identifier” or “UTI” shall have the meaning set forth in 

CFTC Regulation 45.5 (Unique Transaction Identifiers).

User ID

The term “User ID” means a unique identification number assigned by the Company 

to an Authorized User.
Rule 201

Board of Directors

(a) The business and affairs of the Company shall be managed by the Board in 

accordance with the LLC Agreement.

(b) At all times, at least 35% of the Directors shall be Public Directors. Each Director 

(including Public Directors) shall be elected in accordance with the LLC Agreement, 

and shall serve for a term of two years from the date of his or her election (or the 

remainder of any Public Director term to which he or she is elected as a replacement) 

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

removal for cause or dismissal pursuant to the LLC Agreement.

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

to have no material relationship with the SEF. The Board must 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 than annually.

(i) A “material relationship” is one that reasonably could affect the independent 

judgment or decision-making of the Director. In making the finding specified 

in this Rule, the Board need not consider previous service as a Director of the 

SEFCompany to constitute a “material relationship.” A Director shall be 

considered to have a “material relationship” with the SEFCompany if any of 

the following circumstances exist or have existed within the past year:

(A) Such Director is an Officer or an employee of the SEFCompany, or 

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

(B) Such Director is a Participant of the Axe FX Trading Platform or 

Owner of the SEFCompany; 

(C) Such Director is a director, an officer, or an employee of a Participant 

of the Axe FX Trading Platform or Owner of the SEFCompany; 

(D) Such Director is an officer of another entity, which entity has a 

compensation committee (or similar body) on which any Officer of the 

SEFCompany serves; 

(E) Such Director, or an entity with which the Director is a partner, an 

officer, an employee, or a director, receives more than $100,000 in 

combined annual payments for legal, accounting, or consulting 

services from the SEFCompany or its Affiliate, any Participant, or PFI, 

or any Affiliate of such Participant or PFI. Compensation for services 

as a Director of the SEFCompany 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, so 
long as such compensation is in no way contingent, conditioned, or 

revocable; or

(F) Notwithstanding Rule 201(c)(i)(E), in the case of a Public Director that 

is a member of the Regulatory Oversight Committee or the Participant 

Committee, such Public Director accepts, directly or indirectly, any 

consulting, advisory, or other compensatory fee from the 

SEFCompany or its Affiliate or any Participant or PFI, or any Affiliate 

of such Participant or PFI, other than deferred compensation for 

service rendered prior to becoming a member of the Regulatory 

Oversight Committee or the Participant Committee, provided that 

such compensation is in no way contingent, conditioned, or revocable. 

This Rule 201(c)(i)(F) does not apply to compensation received in the 

Public Director’s capacity as a member of the Regulatory Oversight 

Committee or Participant Committee.

(d) Any of the relationships set forth in Rule 201(c)(i) apply to the “immediate family” of 

such Director (i.e., spouse, parents, children, and siblings) in each case, whether by 

blood, marriage, or adoption, or any natural person residing in the home of the 

Director or that of his or her “immediate family.”

(e) A Public Director of the SEFCompany may also serve as a public director of an 

Affiliate of the SEFCompany if he or she otherwise meets the requirements set forth 

in Rule 201(c). 

(f) The compensation of Public Directors and other non-executive members of the 

Board shall not be linked to the business performance of the Company.
Rule 204 

Participant Committee

(a) Not later than the compliance date of the CFTC Regulations applicable to the 

Company’s governance as a SEF, the Board shall designate certain of its members 

to serve as the Participant Committee, which shall:

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

for being a Participant;

(ii) review appeals of initial denials of Participant applications; and

(iii) review for approval any new Rules or the amendment or repeal of existing 

Rules that may result in different categories of Participants receiving 

disparate access to the SEFAxe FX Trading Platform. 

(b) At all times following the compliance date of the CFTC Regulations applicable to the 

Company’s governance as a SEF, the Participant Committee shall include no fewer 

than the minimum number or percentage of Public Directors required by such CFTC 

Regulations. If required by CFTC Regulations, one of the Public Directors shall serve 

as the chair of the Participant Committee.

(c) In reviewing appeals of initial denials of Participant applications, the Participant 

Committee shall not uphold any denial if the relevant application meets the standards 

and requirements that the Participant Committee has established.

(d) The Participant Committee shall not, and shall not permit the Company to, restrict 

access or impose burdens on access to the SEFAxe FX Trading Platform in a 

discriminatory manner, within each category or class of Participants or between 

similarly situated categories or classes of Participants.

(i) The Participant Committee shall ensure that the SEF provideprovides any 

Eligible Contract Participant and any independent software vendor with 

impartial access to its market(s) and market services, as required by CFTC 

Regulation 37.202 (Access Requirements).
Rule 211

Chief Compliance Officer

(a) The Board shall designate an individual to serve as the CCO of the Company. The 

CCO shall:

(i) report directly to the Regulatory Oversight Committee;

(ii) oversee and review the Company’s compliance with the Core Principles set 

forth in Section 5h of the CEA and Part 37 of the CFTC Regulations;

(iii) resolve, in consultation with the Board, the Regulatory Oversight Committee 

or the CEO, any conflicts of interest that may arise, including:

(A) conflicts between business considerations and compliance 

requirements, including the requirement that the Company provide 

fair, open and impartial access in accordance with CFTC Regulation 

37.202 (Access Requirements); and

(B) conflicts between the Company’s management and members of the 

Board;

(iv) establish and administer written policies and procedures reasonably 

designed to prevent violations of the CEA and CFTC Regulations;

(v) take reasonable steps to ensure compliance with the CEA and CFTC 

Regulations;

(vi) establish procedures for the remediation of noncompliance issues identified 

by the CCO through Compliance Department reviews, look- backslookbacks, internal or external audit findings, self-reported errors or validated 

complaints;

(vii) establish and follow appropriate procedures for the handling, management 

response, remediation, retesting, and closing of noncompliance issues;

(viii) establish and administer a compliance manual designed to promote 

compliance with the applicable laws, rules, and regulations and a written code 

of ethics designed to prevent ethical violations and to promote honesty and 

ethical conduct;

(ix) supervise the Company’s self-regulatory program with respect to trade 

practice surveillance, market surveillance, real-time market monitoring, 

compliance with audit trail requirements, enforcement and disciplinary 

proceedings, audits, examinations, and other regulatory responsibilities with 

respect to Participants, Authorized Users, all Persons using any Participant’s 

User IDs, and all other Persons subject to the jurisdiction of the SEFCompany
under Rule 301, and, in addition to the foregoing in this Rule 211(a)(ix), 

exercise supervisory authority over all staff acting at the direction of the CCO;

(x) provide any information regarding the Company’s self-regulatory program 

that is requested by the Board or the Regulatory Oversight Committee;

(xi) supervise the effectiveness and sufficiency of any regulatory services 

provided to the Company by a regulatory service provider in accordance with 

CFTC Regulation 37.204 (Regulatory Services Provided by a Third Party); 

and

(xii) prepare the Company’s annual compliance report, in accordance with CFTC 

Regulation 37.1501 (Chief Compliance Officer), and submit the completed 

report to the Board and CFTC.

(b) No individual disqualified from registration pursuant to Section 8a(2) or 8a(3) of the 

CEA may serve as CCO.
Rule 212

Confidentiality

No Company Official, member of the Board, any committee established by the Board, or any 

Disciplinary Panel or Appeals Panel shall use or disclose any “material, information” or “nonpublic information,” each as defined in CFTC Regulation 1.59(a) (Activities of SelfRegulatory Organization Employees, Governing Board Members, Committee Members, and 

Consultants), obtained in connection with the performance of his official duties for any 

purpose other than the performance of such official duties.
Rule 214 

Maintenance of Books and Records by the Company

(a) The Company shall keep, or cause to be kept, all books and records required to be 

maintained pursuant to the CEA and CFTC Regulations, including CFTC Regulations 

37.1001 (Recordkeeping) and 45.2(a) (Swap Recordkeeping).

(i) All books and records shall include the Legal Entity Identifier of the 

SEFCompany and the counterparties to the Trade as required by CFTC 

Regulation 45.6 (Legal Entity Identifiers).

(b) The Company shall retain all such books and records for the life of each Trade 

transacted pursuant to these Rules and five years following the termination of such 

Trade, and shall make such books and records readily accessible for inspection, in 

each case in the form and manner required under the CEA and CFTC Regulations, 

including CFTC Regulations 37.1001 and 45.2(a).

(c) Copies of records shall be provided, at the expense of the SEFCompany, to any 

representative of the CFTC upon request. Copies of records shall be provided either 

by electronic means, in hard copy, or both, as requested by the CFTC.

(d) The Company shall report to the CFTC, in a form and manner acceptable to the 

CFTC, such information as the CFTC determines to be necessary or appropriate for 

the CFTC to perform the duties of the CFTC under the CEA.

(e) The Company may disclose, to any government agency, self-regulatory organization 

or other Person, information concerning or associated with a Participant or other 

Person if the Company believes such disclosure is necessary and appropriate in 

exercising a legal or regulatory function, whether or not a formal arrangement 

governing the disclosure exists or a request for information was made.
Rule 301

Jurisdiction

ANY PERSON INITIATING OR EXECUTING A TRANSACTION ON OR SUBJECT TO 

THE RULES OF THE SEFTHIS SPECTRAXE RULEBOOK DIRECTLY, AS AN AGENT 

OF A PFI, OR THROUGH ANY INTERMEDIARY; ANY PERSON FOR WHOSE BENEFIT 

SUCH A TRANSACTION IS INITIATED OR EXECUTED; AND ANY PERSON WHO 

HELPS FACILITATE SUCH A TRANSACTION, INCLUDING EACH PFI, SHALL BE 

DEEMED TO CONSENT TO (I) BE BOUND BY, AND COMPLY WITH, THE RULES AND 

APPLICABLE LAW, TO THE EXTENT APPLICABLE TO IT; (II) SUBMIT TO THE 

JURISDICTION OF THE COMPANY WITH RESPECT TO ANY AND ALL MATTERS 

ARISING FROM, RELATED TO, OR IN CONNECTION WITH, ITS STATUS, ACTS OR 

OMISSIONS ON THE SEFAXE FX TRADING PLATFORM; AND (III) TO THE EXTENT 

APPLICABLE TO IT, ASSIST THE COMPANY IN COMPLYING WITH ITS LEGAL AND 

REGULATORY OBLIGATIONS, COOPERATE WITH THE COMPANY AND ANY 

GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER THE COMPANY IN 

ANY INQUIRY, INVESTIGATION, AUDIT, EXAMINATION OR PROCEEDING, AND 

AUTHORIZE THE COMPANY OR ITS AFFILIATES TO PROVIDE INFORMATION 

REGARDING THE COMPANY TO ANY SELF-REGULATORY ORGANIZATION TO

FULFILL ANY OF THE COMPANY’S OBLIGATIONS UNDER THE RULES OR THE 

APPLICABLE LAW.
Rule 302 

Trading Privileges Eligibility

(a) Subject to the requirements, procedures and conditions described in this Chapter 3 

and any limitation, restriction or revocation from time to time imposed by the 

Company, Trading Privileges to the SEFAxe FX Trading Platform shall be provided 

solely to Participants. 

(b) A Person that desires to obtain Trading Privileges and become a Participant shall:

(i) be, and represent in writingprovide proof to the Company that it is, an Eligible 

Contract Participant;

(ii) provide such information and documentation as may be reasonably 

requested by the Company, and comply with the procedures established by 

the Company for admission;

(iii) distribute the Rules and Notices to Participants to its Authorized Users 

pursuant to Rule 310(d); 

(iv) comply with the PFI connection requirement in Rule 306; 

(v) submit a completed, signed Participant Agreement and Participant 

Agreement Addendum; and

(vi) submit, or cause their PFI to submit, a notice to the Company that provides 

the Limits applicable to the Participant (the notice may be a completed form 

provided by the Company or through some other form of written authorization 

from the PFI, at the discretion of the Company); and

(vii) (vi) if such Person is organized or established under the laws of a country 

other than the United States:

(A) represent and certify to the Company that it is in compliance with the 

registration or authorization requirements of its home country or 

provide a brief explanation as to why such requirements, if any, are 

not applicable;

(B) represent and certify to the Company that it is regulated in its home 

country by a financial regulatory authority with respect to the 

maintenance of relevant books and records or provide a brief 

explanation as to why such requirements, if any, are not applicable;

(C) represent and certify to the Company that it is subject to regular 

inspections and examinations by such home country regulator or 

provide a brief explanation as to why such requirements, if any, are 

not applicable; and
(D) make such other representations as the Company deems necessary 

to comply with Applicable Law.

(c) Transaction-Level Business Conduct Obligations for Swap Dealers Do Not Apply on 

the Order Book of the SEFAxe FX Trading Platform

(i) The Order Book of the SEFAxe FX Trading Platform has been structured 

such that no Participant (including a Swap Dealer) will know the identity of 

another Participant. Therefore, for all Trades entered into through the Order 

Book, pursuant to CFTC Regulation 23.431(c) (Disclosures of Material 

Information) and CFTC No-Action Letter 19-06, Division of Swap Dealer and 

Intermediary Oversight, No-Action Position for Off-SEF Swaps Executed 

Pursuant to Prime Brokerage Arrangements (Mar. 22, 2019), the obligations 

set forth in CFTC Regulation 23.431(a) and (b) shall not apply.

(d) At all times, each Participant must comply with all applicable eligibility criteria 

required pursuant to these Rules and shall notify the Company immediately if it 

ceases to meet any of such applicable eligibility criteria, including when it no longer 

meets the PFI connection requirement in Rule 306 (e.g., the prime brokerage 

agreement with its PFI is terminated). 

(e) A Person whose application for Trading Privileges has been denied or granted 

conditionally pursuant to this Rule 302, and any Participant or Authorized User whose 

Trading Privileges or status, respectively, is revoked, suspended or limited pursuant 

to Rules 303 or 305, may appeal the Company’s decision in accordance with the 

provisions of Chapter 7. A determination of the Company to revoke, suspend or limit 

a Person’s access to the SEFAxe FX Trading Platform pursuant to Rules 303 and 

305 shall not take effect until the review procedures under Chapter 7 have been 

exhausted or the time for review has expired.
Rule 304

Introducing Agent Eligibility and Access to the SEFAxe FX Trading Platform

[RESERVED]
Rule 305

Authorized Users

(a) Each Participant that is not a natural person shall appoint in writing (via electronic 

mail or the Company’s authorization forms) at least one of its employees (or, if a 

Participant has no employees, an agent who is a natural person) to act as an 

Authorized User. Participants may also appoint additional employees, agents, or 

authorized contractors who are individuals to act as Authorized Users. Participants 

must designated which Authorized Users have Trading Privileges and which 

Authorized Users must access the SEFAxe FX Trading Platform on a “view only” 

basis.

(b) The Company may, in its sole but reasonable discretion, and acting in an impartial, 

transparent, fair and nondiscriminatory manner, revoke, suspend or limit the status 

of a Person as an Authorized User, and shall promptly notify the relevant Participant 

in accordance with the procedures established by the Company.

(c) A Participant may, at any time, revoke an authorization granted by it to any 

Authorized User or revoke an authorized User ID granted by it to any other Person

by providing written notice of such revocation to the Company pursuant to Rule 415(d). Upon 

receipt of the written notice, the Company shall, as soon as is practicable, revoke and disable 

such Person’s access to the SEFAxe FX Trading Platform. A Participant shall take 

immediate and appropriate measures to ensure that, after any such revocation, (i) the 

affected Person shall not have access to the SEFAxe FX Trading Platform and (ii) the 

affected Person shall not utilize his or her User ID. The Company shall act promptly, but in 

any event within one business day of receiving notice from the Participant, to disallow the 

entry of Orders or RFQs and responses to RFQs from the revoked User IDs.

(d) All obligations of Participants under these Rules shall also apply to each of their 

Authorized Users to the extent applicable, and each Participant shall be responsible 

for the actions and omissions of each of its Authorized Users. Each Participant shall 

have procedures for performing day-to-day monitoring of its Authorized Users to 

ensure that each Participant will conduct its business in a fair and equitable manner 

and in accordance with these Rules

(e) Each Participant will ensure, on an ongoing basis, that none of its Authorized Users 

are subject to a disqualification pursuant to any Applicable Law (unless an 

appropriate exemption has been obtained with respect thereto) and that each 

Authorized User will be technically proficient in respect of the use of the SEFAxe FX 

Trading Platform. 

(f) For purposes of these Rules, any reference to (i) the Trading Privileges of a 

Participant shall also be deemed to refer and apply to the exercise of Trading 

Privileges by any of such Participant’s Authorized Users and vice versa; (ii) a 

Participant submitting or receiving Orders or RFQs, or entering into Trades, shall be 

deemed to also refer and apply to any such actions engaged in by any of such 
Participant’s Authorized Users and vice versa; and (iii) the knowledge of, or matters 

known to, any Participant shall be deemed to also refer to and include the knowledge 

of, or matters known to, its Authorized Users and vice versa.
Rule 306

PFI Connection Requirement

(a) Except as stated elsewhere in this Rule 306(a), each Participant must have 

PFI/Participant Trading Documentation in effect with a financial institution that has 

executed a PFI Facilitation Agreement with the Company.

(i) An entity that is the same legal entity as a PFI (e.g., a trading desk of the PFI) 

may wish to obtain Trading Privileges. Such entities may obtain Trading 

Privileges provided that: 

(A) Such entity enters into a PFI Participant Agreement with the 

Company;

(B) The PFI that is the same legal entity as such entity has a Master 

Agreement or comparable trading relationship documentation in place 

with at least two other PFIs; and

(C) Such entity fulfills every requirement applicable to Participants under 

this Rulebook other than the requirement to have PFI/Participant 

Trading Documentation in Rule 306(a).

(b) A Participant must provide a copy of its PFI/Participant Trading Documentation to the 

Company upon request, pursuant to Rule 302(b)(ii).

(c) When the Company is notified about a Participant that no longer fulfills the PFI 

connection requirement pursuant to Rule 306(a), the Company shall require the 

Participant to prove the establishment of a new PFI connection by submitting a new 

Participant Agreement AddendumLimits notice that identifies the new PFI and the 

new Limits applicable to the Participant. Such Participant shall have its Trading 

Privileges suspended until the new Participant Agreement Addendumidentification of 

the new PFI and a new Limits notice is submitted to the Company. At the sole 

discretion of the Company, a Participant may, instead of a completed Limits notice 

form provided by the Company, provide some other form of authorization from its 

new PFI that indicates the Limits applicable to the Participant.
Rule 307

Dues, Assessments, Fees and Commissions

(a) The Company shall set and communicate in writing the times and amounts (along 

with any other information that may be required to be disclosed under Applicable 

Law) of any dues, assessments, commissions or fees to be paid by Participants, 

which shall be paid to the Company when due in the manner designated by the 

Company. The Company shall be responsible for ensuring that its dues, 

assessments, commissions and fees, as well as the collection method for such dues, 

assessments, commissions and fees, do not violate Applicable Law. 

(b) If a Participant fails to pay when due any Company dues, assessments, 

commissions, or fees levied on or owed by such Participant, and such payment 

obligation remains unsatisfied for thirty days after its due date, the Company may 

suspend, revoke, limit, condition, restrict or qualify the Trading Privileges of such 

Participant as it deems necessary or appropriate. The provisions of Chapter 7 (other 

than Rule 717) shall not apply to any such suspension, revocation, limitation, 

condition, restriction or qualification of Trading Privileges.

(c) The Company shall set comparable fee structures for Eligible Contract Participants 

and independent software vendors receiving comparable access to, or services from, 

the SEFAxe FX Trading Platform, as required by CFTC Regulation 37.202 (Access 

Requirements).
Rule 310

Notices to Participants

(a) The Company shall publish a notice with respect to each addition to, modification of, 

or clarification of, these Rules or of any action to implement any Rules, in a form and 

manner that is reasonably designed to enable 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 addition, modification or clarification prior to the effective 

date thereof (each a “Notice to Participants”). Each Notice to Participants shall be

published prior to the earlier of its filing with the CFTC or the effective date thereof, 

and in any event within the time frame required under Applicable Law, including 

CFTC Regulations 40.5(a)(6) (Voluntary Submission of Rules for Commission 

Review and Approval) and 40.6(a)(2) (Self- CertificationSelf-Certification of Rules).

(b) For purposes of publication in accordance with paragraph (a), the Company shall 

send an email regarding a Notice to Participants to the Designated Contacts of all 

Participants and PFIs before publishing the Notice to Participants on the Company’s 

website. Any Notice to Participants that has been transmitted by email and then 

published on the Company’s website, in compliance with this paragraph (b), shall be 

deemed to have been validly made to all Participants and PFIs, as well as their 

Authorized Users.

(c) Participants are responsible for ensuring that their PFI receives or is notified of all 

Notices to Participants and agrees to conform with the changes implemented by 

the Notices to Participants. PFIs who do not agree to the changes implemented by 

a Notice to Participants must withdraw from the SEFAxe FX Trading Platform

pursuant to the PFI Facilitation Agreement as soon as possible after such 

determination is made. The Company shall not be responsible or liable for the 

failure of a PFI to receive or agree to a Notice to Participants.

(d) Participants are responsible for ensuring that their Authorized Users receive or are 

notified of all Notices to Participants and agree to conform with the changes 

implemented by the Notices to Participants. Authorized Users who do not agree with 

the changes implemented by a Notice to Participants must not access the SEFAxe 

FX Trading Platform as soon as possible after such determination is made. The 

Company shall not be responsible or liable for the failure of an Authorized User to 

receive or agree to a Notice to Participants.

(e) Nothing in this Rule shall in any way limit the authority of the Company to take action 

in response to an Emergency.
Rule 311

Communications Between the Company and Participants or PFIs

Each Participant and PFI must provide the Company with its current electronic mail address 

and the electronic mail address of each of its Authorized Users and promptly update each 

such address whenever it changes. Each Participant and PFI may additionally provide the 

Company with a phone number or Bloomberg Terminal ID. All communications between the 

Company on the one hand and the Participant or PFI on the other hand will be transmitted 

by electronic mail; telephone, with confirmation by electronic mail; the Instant Bloomberg 

chat platform; and/or posted on the SEFAxe FX Trading Platform or on the Company 

website, except as otherwise specified by the Company. Each Participant and PFI shall be 

responsible for conveying such communications to its Authorized Users and other Persons 

to whom the Participant or PFI has given its User ID(s). All communications made to a 

Participant or PFI shall also be deemed to have been made to all of its Authorized Users 

and other Persons to whom the Participant or PFI has given its User ID(s). Each Participant 

and PFI will also be responsible for promptly reviewing and, if necessary, responding to all 

electronic communications from the Company to the Participant or PFI, any of such 

Participant’s or PFI’s Authorized Users, or any Person to whom such Participant or PFI has 

given User ID(s) assigned to it by the Company. 
Rule 312

Withdrawal

(a) To withdraw from the SEFAxe FX Trading Platform, a Participant must send a written 

notice to the Company that, at a minimum, states that the Participant intends to 

withdraw from the SEFAxe FX Trading Platform, states the date that the Participant 

wants the withdrawal to be effective, and contains the Legal Entity Identifier of the 

Participant.

(b) Effective upon the date that the Company accepts the withdrawal of a Participant 

(which withdrawal shall be deemed accepted upon receipt by the Company of 

written notice of withdrawal unless a separate effective date was provided), all 

rights and privileges of such Participant and its Authorized Users shall terminate 

(including such Participant’s Trading Privileges and its Authorized Users’ ability to 

access the SEFAxe FX Trading Platform) immediately (or the Company may 

suspend prior to termination, if necessary, to appropriately effectuate such 

termination).

(c) The withdrawal of a Participant shall not affect the rights of the Company under these 

Rules or relieve the former Participant of its obligation under the terms of any Trade 

entered into or otherwise arising under these Rules before the effective date of such 

withdrawal. 

(d) A Participant that has withdrawn remains subject to these Rules, the Company 

requirements and the jurisdiction of the Company for acts done and omissions made 

while a Participant, and must cooperate in any disciplinary proceeding under Chapter 

7 as if the withdrawn Participant were still a Participant, respectively.

(e) To withdraw from the SEFAxe FX Trading Platform, a PFI must follow the termination 

provisions of the PFI Facilitation Agreement. To be clear, a PFI Facilitation 

Agreement that authorizes a PFI to withdraw from serving as a PFI on the Axe FX 

Trading Platform by sending SpectrAxe a notice in the manner provided by Rule 312 

in the SpectrAxe Rulebook allows such PFI to withdraw under the same process as 

Participants, as described in Rules 312(a)-(d).

(f) Effective upon the date that the Company accepts the withdrawal of a PFI, each 

Participant who became eligible for Trading Privileges through a prime brokerage 

agreement or some other documentation that governs the trading relationship (e.g.

Master Agreement) with such PFI pursuant to Rule 306(a) shall have its Trading 

Privileges and its Authorized Users’ ability to access the SEFAxe FX Trading 

Platform immediately terminated (or the Company may suspend prior to termination, 

if necessary, to appropriately effectuate such termination).
Rule 314

Market Maker Programs

The Company may adopt one or more “Market Maker Programs” under which any Participant 

meeting the requirements of any such Market Maker Program may be authorized to act as 

a market maker subject to the terms and conditions of participation in such Market Maker 

Program as published by the Company from time to time. Any such Market Maker Program 

may provide for the following:

(a) Eligibility qualifications, including minimum liquidity and minimum net capital 

requirements, that must be satisfied;

(b) Procedures regarding the application and approval process for PFIs or Participants 

with respect to participation in the Market Maker Program; and

(c) The terms of participation, including applicable standards of conduct, means of 

accessing the SEFAxe FX Trading Platform (including APIs), bid and offer 

commitments, execution priority and fees or other payment arrangements.
Rule 401

Swaps Traded on the SEFAxe FX Trading Platform

(a) The Company shall determine which Swaps can be traded from time to time pursuant 

to these Rules, provided that any determination in respect of listing a Swap for trading 

pursuant to these Rules shall be submitted to the CFTC as required by the CEA and 

CFTC Regulations. As of the date of this Rulebook, the SEFAxe FX Trading Platform

will facilitate limit orders only.

(b) Subject to compliance with the CEA and CFTC Regulations, Swaps traded on the 

SEFAxe FX Trading Platform may be Uncleared Swaps. As of the date of this 

Rulebook, the SEF does not permit the trading of Cleared Swaps.

(c) The Company shall permit trading only in Swaps that are not readily susceptible to 

manipulation and for which the Company has, prior to listing the Swap, submitted to 

the CFTC the information required in Appendix C to Part 38 of the CFTC’s 

Regulations (Demonstration of Compliance that a Contract is not Readily Susceptible 

to Manipulation). The Company shall make such submission pursuant to Part 40 of 

the CFTC’s Regulations.
Rule 402

Business Days and Trading Hours

The Company shall from time to time determine (a) the business days during any particular 

calendar year and (b) the Trading Hours on such business days for any particular Swap 

available for trading on the SEFAxe FX Trading Platform. All time references shall be based 

on local time prevailing in the City of New York, New York. Opening times start on the first 

second of the minute cited. Closing times end on the last second of the minute cited. Trading 

Hours may vary among different types of Swaps. The Company may from time to time adopt 

procedures for the opening or closing of trading in any Swap.
Rule 403

Price Dissemination and Publication of Trading Information

(a) The Company shall directly or indirectly transmit data regarding each Trade 

executed pursuant to these Rules to a single SDR in the form and manner, and 

within the timeframe, required by the CEA and CFTC Regulations. The Company 

shall transmit swap transaction and pricing data, including the Required Swap 

Creation Data, for each Trade executed on the Company’s trading platform or 

facilityAxe FX Trading Platform, or pursuant to these Rules, to that SDR as soon as 

technologically practicable after the Participants on the SEFAxe FX Trading 

Platform effectuate the Trade, using the facilities, methods and data standards 

specified by the SDR. Each Participant must provide sufficient information to the 

SEFCompany, including the information required under

Rule 414 of this Rulebook, to enable to SEFthe Company to report all creation data required 

by CFTC Regulations.

As of the date of this Rulebook, the SEFCompany reports its Part 43 and Part 45 

data for Trades to DTCC, a registered SDR.

(i) The Company’s transmission of data shall include an actual description of the 

underlying asset(s) of the Trade, as required by CFTC Regulation 43.4(c)(2) 

(Swap Transaction and Pricing Data to be Publicly Disseminated in RealTime).

(ii) The Company’s transmission of data shall include the actual notional or 

principal amount of the Trade, as required by CFTC Regulation 43.4(d)(2)(i) 

(Swap Transaction and Pricing Data to be Publicly Disseminated in RealTime).

(iii) The Company’s transmission of data shall include the Legal Entity Identifier 

of the SEFCompany and the relevant ParticipantPFIs that entered into the 

Trade (or that Participant’s PFI, if applicable), as required by CFTC 

Regulation 45.6 (Legal Entity Identifiers).

(iv) The Company will report all amended Required Swap Creation Data to the 

same SDR to which the SEF reported the initial Required Swap Creation Data 

for a Trade, as required by CFTC Regulation 45.10(a)(2) (Reporting to a 

Single Swap Data Repository).

(v) As soon as technologically practicable after execution of the Trade, the 

Company shall transmit to the Participants who acted on behalf of the PFIs 

that entered into the Trade the identity of the SDR that the Company 

transmitted data to pursuant to Rule 403.

(vi) The Company shall determine the Reporting Counterparty pursuant to CFTC 

Regulation 45.8 (Determination of which Counterparty shall Report).
(A) If both counterparties involved in a Trade have equal reporting status 

under CFTC Regulation 45.8, the Company shall designate the seller 

of the Trade as the Reporting Counterparty unless explicitly stated 

otherwise.

(B) For Multi-Leg Trades, defined as two or more component Trades that 

are executed by and between two counterparties where the 

component Trades are priced together as one economic transaction 

(e.g., spread), the Reporting Counterparty shall be determined as 

follows:

Where both counterparties have equal reporting status under CFTC 

Regulation 45.8, the Company shall designate the seller of a Trade 

that is executed as part of the Multi-Leg Trade as the Reporting 

Counterparty for that leg of the Multi-Leg Trade.

(vii) The Reporting Counterparty must report all Required Swap Continuation 

Data, in the form and manner required by Part 45 of the CFTC Regulations, 

to the SDR that the Company reported the Required Swap Creation Data, 

unless otherwise provided in the CFTC Regulations.

(b) The Company may provide such swap transaction and pricing data to Participants 

and their Authorized Users no earlier than the time it transmits such information to 

an SDR and in a form that does not disclose the identities, or otherwise facilitate the 

identification, of the Participants who were matched on the SEFcaused their PFIs to 

enter into the Trade on the Axe FX Trading Platform. Appendix A to Part 43 sets forth 

the data fields required for the reporting of Required Swap Creation Data.

(c) The Company shall publish information as required by CFTC Regulation 37.901 (b) 

(General Requirements).

(d) The Company may make available to Participants an indicative, non-attributed 

pricing page on the SEFAxe FX Trading Platform for certain types of Swaps of the 

most commonly traded tenors within such type of Swap.

(e) If the Company becomes aware of an error or omission in the swap transaction and 

pricing data, including the Required Swap Creation Data, reported to an SDR or any 

swap data the Company is required to report to an SDR, Participant, PFI, or the 

CFTC, either directly or by notification from either Participant who was matched on 

the SEFwhose PFI entered into a Trade on the Axe FX Trading Platform for the swap 

transaction with the error or omission (or their PFIs), the Company shall follow the 

procedures on trade review noted in Rule 407(b) and the procedures on trading 

errors and omissions in Rule 407(c) to confirm the error or omission. If necessary, 

the Company may request the relevant Participant or PFI to submit corrected data to

the Company. The Company shall promptly submit, as soon as technologically 

practicable after discovery, the corrected data to the same SDR, Participant, PFI, or 
the CFTC, as applicable, in the same format as the erroneous or omitted data was 

originally reported.

(i) Participants and PFIs that become aware of suchIf a Participant or PFI 

becomes aware of an error or omission in the swap transaction and pricing 

data, including the Required Swap Creation Data, before the Company, such 

Participant or PFI must follow the procedures listed in Rule 407(c) and Rule 

502(dc). 
Rule 404.A 

Order Book

(a) Participants shall have the ability to post Orders on the Order Book in any Swap 

offered on the SEFAxe FX Trading Platform in accordance with these Rules, for its 

own account or the account of any Client Account for whom it acts. 

(b) The execution functionality of the Order Book requires a Participant to execute the 

Order with the best displayed price in the time priority such Order was entered into 

the Order Book.
Rule 404.B

RFQ

The SEFAxe FX Trading Platform may provide for an RFQ system for the following types of 

RFQs:

(a) RFQ for Permitted Transactions. For Permitted Transactions, an RFQ requester may 

select one or more RFQ recipients eligible to receive such RFQ.
Rule 404.C

Procedures Relating to Transactions in Swaps

(a) The Company may, in its sole discretion, adopt procedures relating to transactions 

in Swaps and the types of RFQs that may be sent or Orders that may be entered on 

the SEFAxe FX Trading Platform with respect to any Swap (which shall be set by the 

Company from time to time and published on the SEF), including establishing limits 

or minimums on the number and/or size of RFQs or Orders that may be submitted 

by a Participant through the SEFAxe FX Trading Platform or subject to these Rules, 

and establishing minimum price-quoting increments for each Swap.

(i) Participants shall be subject to all applicable Limits listed in their Participant 

Agreement AddendumLimits notice (e.g., product restrictions and trade 

volume limits).

(ii) Nothing in this Rulebook, a Participant Agreement and Addendum, or the PFI 

Facilitation Agreement shall be deemed to constitute a partnership between 

the SEFCompany, the PFIs and the Participants (or any subset thereof), or 

constitute one such Person acting as the agent of another such Person, 

except where expressly set out therein.

(b) Any amendments to the procedures described in this Rule 404.C will be made 

pursuant to Part 40 of the CFTC Regulations.
Rule 404.D

Pre-Execution Communications

(a) Pre-Execution Communications with respect to Trades entered into through the 

Order Book shall be prohibited.

(b) Pre-Execution Communications are permitted with respect to Trades entered into 

through the SEF’sAxe FX Trading Platform’s RFQ system in accordance with Rule 

404.B.
Rule 405

Modification or Cancellation of Orders

Any Order that has been entered into the SEFAxe FX Trading Platform may be modified or 

cancelled unless and until a Trade is entered into or the Order otherwise expires. Such 

modification or 

A cancellation willshall become effective only upon acceptance by the Company of a “Cancel 

Replace Order” orAxe FX Trading Platform of a “Cancel Order,” as the case may be, with 

respect to the original Order, prior to the expiration of such Order or entering into of a Trade. 

The Axe FX Trading Platform shall indicate or the Company shall otherwise communicate 

that a cancellation is successful.

The Company will not submit or agree to submit a cancelation or correction for the purposes 

of re-reporting swap transaction and pricing data, including Required Swap Creation Data, 

in order to gain or extend a delay in public dissemination of accurate Swap transaction or 

pricing data or to otherwise evade the reporting requirements of Part 43 or Part 45 of CFTC 

Regulations.

If the Company modifies or cancels an Order under this Rule 405, it will do so in good faith 

and in a commercially reasonable manner and will provide prior written notice of such 

modification or cancellation to the affected Participants and PFIs. Nothing in this Rule shall 

in any way limit the authority of the Company to take action in response to an Emergency 

pursuant to Rule 412.
Rule 406

Information Regarding Orders

The Company will make information from the SEFAxe FX Trading Platform available to 

Participants and other Persons at such times and in such manner (whether through the 

SEFAxe FX Trading Platform, financial information services or otherwise) as it may be 

required by Applicable Law, including, but not limited to CFTC Regulation 37.900 (Timely 

Publication of Trading Information), provided that SEF Data and other information related to 

a Participant, Authorized User, Client Account or PFI, as applicable, shall not be disclosed 

by the Company unless permitted by these Rules or Applicable Law, including CFTC 

Regulation 37.7 (Prohibited Use of Data Collected for Regulatory Purposes). Each 

Participant or other Person receiving any such information through the SEF may redistribute 

such information only to such extent and in such manner as may be permitted by the 

Company in writing from time to time.
Rule 407

Price Adjustments, Cancellations and Review of Executed Orders by the Company

(a) Adjustment and Cancellation Authority. 

The Company may adjust trade prices or cancel executed orders, solely in 

accordance with published policies of the Company, when such action is 

necessary to mitigate market disrupting events caused by: (i) improper conduct 

such as market manipulation or clearly erroneous trading behavior (e.g., fat finger 

entries) or (ii) malfunctions in the Company’s systems. If the Company takes any 

action pursuant to this Rule 407(a), it will do so in a commercially reasonable 

manner, considering whether such price adjustment or cancellation will adversely 

impact market integrity, facilitate market manipulation or other illegitimate activity, 

or otherwise violate the Rules or Applicable Law, and it will give prompt notice and 

in any event will use good faith, commercially reasonable efforts to provide any

affected Participants and PFIs with reasonable prior notice and, where required by 

Applicable Law (including CFTC Regulation 37.405 (Risk Controls for Trading)), to 

obtain consent to such adjustment or cancellation. Participants shall be responsible 

for obtaining any required consent to such adjustment or cancellation from their 

Client Account(s), if applicable.

(b) Review of Trades Generally. 

Subject to Rule 407(c), the Company may initiate a review of a Trade based on its 

analysis of market conditions or in response to a request for review by a Participant. 

Such request for review must be made as soon as practicable but in no event after 

the end of the business day in which such Trade took place. The Company shall 

promptly determine whether the Trade will be subject to review and, upon deciding 

to review the Trade, the Company will promptly issue an alert to the affected 

Participants and PFIs indicating that the Trade is under review. In the case of a Trade 

determined by the Company to be illiquid, the Company may initiate a review on its 

own initiative if it determines that the trade price was significantly out of line with 

prices in the market at the time of such transaction (based on pricing data that is 

readily available to the Company). In the course of its review of any Trade, the 

Company may, but is not obligated to, inform any of the affected Participants and 

PFIs the identity and contact information of the other affected Participant and PFI.

(c) Trading Errors or Omissions.

The Company provides a Help Desk telephone number (US: +1-332-282-1751; UK: 

+44-20-4551-8237) and email address (support@spectraxe.com) to report any 

errors or omissions. Upon receipt of a report of an error or omission, the Company 

reviews the audit trail information and contactsshall follow the procedures on trade 

review noted in Rule 407(b) to confirm that an error or omission has occurred. If the 

error or omission is confirmed, the Company shall promptly submit as soon as 

technologically practicable after discovery corrected data to the same SDR that the 
erroneous or omitted data was originally reported, in the same format as the 

erroneous or omitted data was originally reported, pursuant to Rule 403(e). The 

Company shall also contact all affected Participants and PFIs to confirm the error or 

omission. If the error or omission is confirmed, the Company follows the procedures

on trade review noted in Rule 407(b). If the error or omission is not confirmed, the 

Company contacts the Person that provided the notice to notify the Person that there 

will be no correction to the data previously reported to the SDR.

(d) PFI Cancellation or Modification.

(i) A PFI shall have the right to request a cancellation or modification of any 

Trade:

(A) that is executed in excess or in violation of a Limit set by the PFI, 

including a Limit on the aggregate exposure it has to another PFI; or

(B) that is executed by or with a Person that was not authorized by the 

PFI under the relevant PFI/Participant Trading Documentation. 

(ii) A PFI must request the cancellation or modification by sending a notice to the 

Company that states the UTI of the Trade (if any) and the reason for 

cancellation or modification. If the Company determines that the cancellation 

or modification satisfies the conditions of this Rule, the Company will cancel 

or modify the Trade.

(A) Alternatively, a PFI may request the cancellation or modification of a 

Trade by contacting the Help Desk.

(iii) If the Company modifies or cancels a Trade under this Rule 407(d), it will do 

so in good faith and in a commercially reasonable manner and will provide 

written notice of such modification or cancellation to the affected Participants 

and PFIs. Nothing in this Rule shall in any way limit the authority of the 

Company to take action in response to an Emergency pursuant to Rule 412.
Rule 408

Position Limits

(a) To reduce the potential threat of market manipulation or congestion, the Company 

may adopt for each of the contracts of the SEFAxe FX Trading Platform, as is 

necessary and appropriate, position limitations. The Company may grant exemptions 

from position limits, as it may determine to be necessary and appropriate, in 

accordance with CFTC Regulations (including notice provisions consistent with 

Applicable Law, such as CFTC Regulations 40.5(a)(6) (Voluntary Submission of 

Rules for Commission Review and Approval) and 40.6(a)(2) (Self-Certification of 

Rules) and CFTC Regulations 37.600 (Position Limits or Accountability) and 37.601 

(Additional Sources for Compliance)). This Rule 408 shall apply in the event that the 

Company does adopt any such position limits, which limits will be included in these 

Rules, if adopted, and prior notice of any such adoption will be provided as a Notice 

to Participants consistent with Rule 310 and in accordance with Applicable Law 

(including notice provisions consistent with Applicable Law, including CFTC 

Regulations 40.5(a)(6) and 40.6(a)(2). The Company will monitor all such position 

limits for whether they meet or exceed reportable levels. The Company shall 

continually assess whether additional position limits are necessary, appropriate, and 

should be adopted. 

(b) A Person seeking an exemption from position limits, including limits established 

pursuant to a previously-approved exemption, must file the required application with 

the Compliance Department and receive approval prior to exceeding such limits. 

Notwithstanding the foregoing, a Person who establishes an exemptioneligibleexemption-eligible position in excess of position limits and files the required 

application with the Company shall not be in violation of this Rule provided the filing 

occurs within one business day after assuming the position. In the event the positions 

in excess of the limits are not deemed to be exemption-eligible, such Person will be 

in violation of position limits for the period of time in which the excess positions 

remained open.

The application must be in the form and manner prescribed by the Compliance 

Department and, at a minimum, must: (i) provide a description of the exemption 

sought, including whether the exemption is for bona fide hedging positions as 

defined in CFTC Regulation 1.3 (Definitions), risk management positions or 

arbitrage/spread positions; (ii) provide a complete and accurate explanation of the

underlying exposure related to the exemption request; (iii) agree to promptly provide, 

upon request by the Compliance Department, information or documentation 

regarding the Person’s exemption application; (iv) agree to comply with all terms, 

conditions or limitations imposed by the Compliance Department with respect to the 

exemption; (v) agree that the Compliance Department may modify or revoke the 

exemption at any time; (vi) agree to initiate and liquidate positions in an orderly 

manner; and (vii) agree to promptly submit a supplemental statement to the 
Compliance Department whenever there is a material change to the information 

provided in the most recent application.

(c) Pursuant to Section 4a(a) of the CEA, the CFTC may also from time to time establish 

position limits for Swaps traded pursuant to these Rules. For any Swap subject to a 

position limit set by the CFTC, the Company shall not set its position limit at a level 

higher than the CFTC’s limit.

(d) In the event that a Person is found to be in violation of a position limit, nothing in this 

Rule shall in any way limit the authority of the Company to take lawful and appropriate 

action in response to such violation. Such actions may include, but are not limited to, 

any of the summary suspension actions described in Rule 717(a)(i)-(iii). 

(e) Nothing in this Rule shall in any way limit the authority of the Company to take action 

in response to an Emergency or the authority of the Company to review at any time 

any position owned or controlled by any Person and, as the Company may deem 

necessary to comply with Applicable Law (including CFTC Regulations 37.600 

(Position Limits or Accountability) and 37.601 (Additional Sources for Compliance)), 

to direct that such position be reduced to the position limit provided by the Company.
Rule 409

Position Accountability

To reduce the potential threat of market manipulation or congestion, the Company shall 

adopt for each of the contracts of the SEFAxe FX Trading Platform, as is necessary and 

appropriate, position accountability levels, in accordance with CFTC Regulations (including 

notice provisions consistent with Applicable Law, such as CFTC Regulations 40.5(a)(6) 

(Voluntary Submission of Rules for Commission Review and Approval) and 40.6(a)(2) (SelfCertification ofSelf-Certification of Rules) and CFTC Regulations 37.600 (Position Limits or 

Accountability) and 37.601 (Additional Sources for Compliance)). Upon adoption of position 

accountability levels by the Company, a Person who holds or controls aggregate positions 

in a Swap in excess of such position accountability levels relating to that Swap shall be 

subject to the following provisions:

(a) Such Person shall provide, in a timely manner upon request by the Compliance 

Department, information regarding the nature of the position, trading strategy, and 

hedging information if applicable;

(b) Such Person shall, if so ordered by the Compliance Department, acting in its 

discretion, liquidate or not increase further the positions which exceed such levels;

(c) Such positions must be initiated and liquidated in an orderly manner;

(d) This Rule 409 shall not limit the jurisdiction of the Company to take action that it 

determines necessary or appropriate in respect of any positions on the SEFAxe FX 

Trading Platform; and

(e) Upon request, such Person must provide the Compliance Department with 

information, in a form and manner acceptable to the Compliance Department, 

identifying the owner, any controlling parties and any additional required information 

for each reportable account.
Rule 412

Emergencies

(a) Emergency Defined. The term “Emergency” means any occurrence or circumstance 

that, in the opinion of the Board, the CEO, COO or CCO requires immediate action 

and threatens or may threaten the fair and orderly trading in, or the liquidation of, or 

the delivery pursuant to, any Swap traded pursuant to these Rules. An Emergency 

may include any of the following:

(i) Any manipulative activity or attempted manipulative activity;

(ii) Any actual, attempted or threatened corner, squeeze, congestion or undue 

concentration of positions;

(iii) Any circumstance that may materially affect the performance of Swaps, 

including failure of the payment system or the bankruptcy or insolvency of 

any Participant or PFI;

(iv) Any action taken by the U.S. federal or any foreign government, any other 

governmental body, or any other entity or trading facility (foreign or domestic), 

in each case that may have a direct impact on the clearing, settling or trading 

activities related to the matches made on the SEFmade on the Axe FX 

Trading Platform or pursuant to the Rules of this SpectrAxe Rulebook; and

(v) Any circumstance that may have a severe, adverse effect upon the 

functioning of the SEFAxe FX Trading Platform. 

(b) Emergency Authority. In the event of an Emergency, the COO or any individual 

designated by the COO and approved by the Board may place into immediate effect 

a temporary emergency addition to these Rules that may provide for, or may 

authorize, the Board or any committee thereof to undertake actions necessary or 

appropriate to respond to the Emergency, including such actions as:

(i) imposing or modifying position limits, price limits or intraday market 

restrictions;

(ii) ordering the liquidation or transfer of open positions in any Swap;

(iii) ordering the fixing of a settlement price of any Swap;

(iv) extending, limiting or changing the Trading Hours or expiration date in respect 

of one or more Swaps;

(v) suspending or curtailing trading, or limiting trading to liquidation only, in any 

or all Swaps;
(vi) transferring Swap contracts and associated margin, or altering any Swap’s 

settlement terms or conditions;

(vii) modifying or suspending any provision of these Rules; and/or

(viii) taking market actions as may be directed by the CFTC.

(c) Any action placed into effect in accordance with Rule 412(b) shall be reviewed by the 

Board as soon as practicable under the circumstances and may be revoked, 

suspended or modified by the Board.

(d) Any action placed into effect in accordance with Rule 412(b) must be consistent with 

the requirements of the PFI Facilitation Agreement to the fullest extent allowed by 

Applicable Law. 

(e) Physical Emergency. If, in the judgment of the CEO, the COO, or any individual 

designated by the CEO or the COO and approved by the Board, the physical 

functions of the SEFAxe FX Trading Platform are, or are threatened to be, severely 

and adversely affected by a physical emergency, such Person shall have authority 

to take such action as he may deem necessary or appropriate to respond to such 

physical emergency, including closing the SEFAxe FX Trading Platform, delaying 

the opening of trading in one or more Swaps or suspending trading in or extending 

Trading Hours for one or more Swaps. In the event that any action has been taken 

pursuant to the immediately preceding sentence, any Person who is authorized to 

take such action may order the removal of any restriction previously imposed 

pursuant to such sentence, upon a determination by such Person that the physical 

emergency that gave rise to such restriction has sufficiently abated to permit the 

physical functions of the SEFAxe FX Trading Platform to

continue in an orderly manner. Any Order, RFQ or response to an RFQ made during the 

physical emergency by any Person shall be subject to review, modification or 

reversal by the Board. In the event that trading is suspended in any or all Swaps, any 

unexecuted Orders, RFQs or responses to RFQs for the suspended Swaps that are 

currently resting in the SEFAxe FX Trading Platform will automatically be cancelled 

and must be resubmitted upon resumption of trading in the affected Swaps.

(f) Notification and Recording. 

(i) The Company will use reasonable efforts to notify the CFTC prior to 

implementing, modifying or terminating a rule pursuant to this Rule 412 (an 

“Emergency Rule”). If such prior notification is not practicable, the Company 

will notify the CFTC as soon as reasonably practicable, but in all 

circumstances within 24 hours of the implementation, modification or 

termination of such Emergency Rule.

(ii) Whenever the Company takes action pursuant to this Rule 412 to respond to 

an Emergency, it will ensure that prompt notice is given to Participants as 

soon as practicable. Participants shall be responsible for informing their 
Authorized Users and Client Accounts, as applicable, of such notice. 

Although the Company will send prompt notice to the PFIs, it is ultimately the 

Participant’s responsibility to ensure that its PFI is informed of such notice. 

The Company shall not be responsible or liable for the failure of any 

Authorized User, Client Account or PFI to be informed of such notice. 

(iii) Upon taking any action in response to an Emergency, the Company shall 

document the decisions and deliberations related to such action, and such 

documentation will be maintained for at least five years following the date on 

which the Emergency ceases to exist or to affect the Company. Under 

Section (a)(2) of the Guidance to Core Principle 8 for Part 37 of the CFTC 

Regulations, the Company will promptly notify the CFTC of its exercise of 

emergency action, explaining its decision-making process, the reasons for 

using its emergency authority, and how conflicts of interest were minimized, 

including the extent to which the Company considered the effect of its 

emergency action on the underlying markets and on markets that are linked 

or referenced to the contracts traded on its facility, including similar markets 

on other trading venues. Information on all regulatory actions carried out 

pursuant to the Company’s emergency action shall be included in a timely 

submission of a certified rule pursuant to Part 40 of the CFTC Regulations.

(iv) When the Company determines that the Emergency has been reduced 

sufficiently to allow the Company to resume normal functioning, any such 

actions will be modified or terminated, as appropriate, and notice, when 

practicable, will be given to Participants. Participants shall be responsible

for informing their Authorized Users and Client Accounts, as applicable, of such 

notice. Although the Company will send notice to the PFIs, it is ultimately the 

Participant’s responsibility to ensure that its PFI is informed of such notice. 

The Company shall not be responsible or liable for the failure of any 

Authorized User, Client Account or PFI to be informed of such notice.

(g) Conflicts of Interest. The conflict of interest provisions set forth in Rule 213 and the 

related documentation requirements set forth in Rule 213(d) shall apply, with any 

such modifications or adaptations as may be necessary or appropriate under the 

circumstances, to the taking of any action under this Rule 412 by the CEO, the COO 

or their respective designee.

(h) If the Emergency is related to a Swap that is fungible with financial products traded 

on another swap execution facility or a designated contract market, the Company will 

endeavor to coordinate its response with any directions received from the CFTC.
Rule 413

LIMITATION OF LIABILITY

(a) EXCEPT AS OTHERWISE PROVIDED IN THIS RULE OR SEPARATE 

CONTRACT, INCLUDING THE PFI FACILITATION AGREEMENT, NEITHER THE 

COMPANY, NOR ANY AFFILIATE OF THE COMPANY, NOR ANY OF THEIR 

RESPECTIVE MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, EQUITY 

HOLDERS, AGENTS, CONSULTANTS OR SERVICE PROVIDERS (INCLUDING 

ANY REGULATORY SERVICES PROVIDER), NOR ANY MEMBER OF ANY 

COMMITTEE OR OTHER GOVERNING BODY OF ANY AFFILIATE OF THE 

COMPANY (EACH OF THE FOREGOING, AS APPLICABLE, THE “DISCLAIMING 

PARTY” AND, COLLECTIVELY, “DISCLAIMING PARTIES”), SHALL BE LIABLE TO 

ANY PERSON FOR ANY LOSSES ARISING OUT OF OR IN CONNECTION WITH:

(i) ANY FAILURE, MALFUNCTION, FAULT IN DELIVERY, DELAY, 

OMISSION, SUSPENSION, INACCURACY, INTERRUPTION, 

TERMINATION, OR ANY OTHER EVENT, IN CONNECTION WITH THE 

FURNISHING, PERFORMANCE, OPERATION, MAINTENANCE, USE 

OF OR INABILITY TO USE ALL OR ANY PART OF THE SEFAXE FX 

TRADING PLATFORM OR ANY OTHER SYSTEMS AND SERVICES OF 

THE COMPANY, OR SERVICES, EQUIPMENT OR FACILITIES USED 

TO SUPPORT SUCH SYSTEMS AND SERVICES, INCLUDING 

WITHOUT LIMITATION, ELECTRONIC ORDER ENTRY AND DELIVERY, 

TRADING THROUGH ANY ELECTRONIC MEANS, ELECTRONIC 

COMMUNICATION OF MARKET DATA OR INFORMATION, 

WORKSTATIONS USED BY PARTICIPANTS AND AUTHORIZED 

USERS, PRICE REPORTING SYSTEMS AND ANY AND ALL 

TERMINALS, COMMUNICATIONS NETWORKS, CENTRAL
COMPUTERS, SOFTWARE, HARDWARE AND FIRMWARE RELATING 

THERETO; OR

(ii) ANY FAILURE OR MALFUNCTION, FAULT IN DELIVERY, DELAY, 

OMISSION, SUSPENSION, INACCURACY, INTERRUPTION OR 

TERMINATION, OR ANY OTHER EVENT, OF ANY SYSTEM OR SERVICE 

OF THE COMPANY, OR SERVICES, EQUIPMENT OR FACILITIES USED 

TO SUPPORT SUCH SYSTEMS OR SERVICES, CAUSED BY ANY THIRD 

PARTIES INCLUDING, BUT NOT LIMITED TO, INDEPENDENT 

SOFTWARE VENDORS AND NETWORK PROVIDERS; OR

(iii) ANY ERRORS OR INACCURACIES IN INFORMATION PROVIDED BY THE 

COMPANY OR ANY OF THE COMPANY’S SYSTEMS, SERVICES OR 

FACILITIES; OR

(iv) ANY UNAUTHORIZED ACCESS TO OR UNAUTHORIZED USE OF ANY 

OF THE COMPANY’S SYSTEMS, SERVICES, EQUIPMENT OR 

FACILITIES BY ANY PERSON; OR

(v) ANY FAILURE OR ACCEPTANCE OF A TRADE BY A PARTICIPANT OR 

PFI; OR

(vi) ANY BREACH OR FAILURE BY A PFI TO COMPLY WITH THE TERMS OF 

THE PFI FACILITATION AGREEMENT; OR

(vii) ANY BREACH OR FAILURE BY A PARTICIPANT OR PFI TO COMPLY 

WITH THE TERMS OF THE APPLICABLE PARTICIPANT AGREEMENT OR 

PARTICIPANT AGREEMENT ADDENDUMLIMITS NOTICE (OR SIMILAR 

AUTHORIZATION OF A PARTICPANT BY A PFI). 

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER A CLAIM 

IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE, 

STRICT LIABILITY AND NEGLIGENT MISREPRESENTATION), RESTITUTION, 

BREACH OF STATUTORY DUTY, BREACH OF WARRANTY OR OTHERWISE 

AND WITHOUT REGARD TO WHETHER THE CLAIM IS BROUGHT DIRECTLY 

OR AS A THIRD-PARTY CLAIM, UNLESS THE DISCLAIMING PARTY HAS BEEN 

FINALLY ADJUDICATED BY A COURT OF COMPETENT JURISDICTION TO 

HAVE ENGAGED IN FRAUD, GROSS NEGLIGENCE OR WILLFUL 

MISCONDUCT.

THE FOREGOING LIMITATION OF LIABILITY SHALL BE SUBJECT TO THE 

COMMODITY EXCHANGE ACT AND REGULATIONS THEREUNDER.

(b) EXCEPT AS OTHERWISE PROVIDED IN THIS RULE OR SEPARATE 

CONTRACT, INCLUDING THE PFI FACILITATION AGREEMENT, THERE ARE 

NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS 

PROVIDED BY THE COMPANY OR ANY OTHER DISCLAIMING PARTIES 
RELATING TO ANY SYSTEMS OR SERVICES OF THE

COMPANY OR SERVICES AND THE EQUIPMENT OR FACILITIES USED TO SUPPORT 

SUCH SYSTEMS OR SERVICES, INCLUDING THE SEFAXE FX TRADING 

PLATFORM, AND THE COMPANY HEREBY SPECIFICALLY DISCLAIMS, 

OVERRIDES AND EXCLUDES, TO THE FULLEST EXTENT PERMITTED BY LAW, 

ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, 

FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES, 

CONDITIONS, OTHER CONTRACTUAL TERMS, REPRESENTATIONS, 

INDEMNITIES AND GUARANTEES WITH RESPECT TO THE SERVICES, 

WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW, CUSTOM, 

PRIOR ORAL OR WRITTEN STATEMENTS BY THE COMPANY OR ANY OTHER 

DISCLAIMING PARTY OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, AS 

TO TITLE, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, 

UNINTERRUPTED USE, NON-INFRINGEMENT, TIMELINESS, TRUTHFULNESS, 

SEQUENCE AND ANY IMPLIED WARRANTIES, CONDITIONS AND OTHER 

CONTRACTUAL TERMS ARISING FROM TRANSACTION USAGE, COURSE OF 

DEALING OR COURSE OF PERFORMANCE) RELATING TO ANY SYSTEMS OR 

SERVICES OF THE COMPANY OR SERVICES, EQUIPMENT OR FACILITIES 

USED TO SUPPORT SUCH SYSTEMS OR SERVICES, INCLUDING THE SEFAXE 

FX TRADING PLATFORM. 

(c) EXCEPT AS OTHERWISE PROVIDED IN THIS RULE OR SEPARATE 

CONTRACT, INCLUDING THE PFI FACILITATION AGREEMENT, UNLESS THE 

COMPANY HAS BEEN FINALLY ADJUDICATED BY A COURT OF COMPETENT 

JURISDICTION TO HAVE ENGAGED IN FRAUD, GROSS NEGLIGENCE OR 

WILLFUL MISCONDUCT, THE COMPANY’S TOTAL COMBINED AGGREGATE 

LIABILITIES SHALL NOT EXCEED $100,000 FOR ALL LOSSES FROM ALL 

CAUSES SUFFERED BY ALL PERSONS ON A SINGLE DAY; $200,000 FOR 

ALL LOSSES SUFFERED BY ALL PERSONS FROM ALL CAUSES IN A SINGLE 

CALENDAR MONTH; AND $1,000,000 FOR ALL LOSSES FROM ALL CAUSES 

SUFFERED BY ALL PERSONS IN A SINGLE CALENDAR YEAR. IF THE 

NUMBER OF ALLOWED CLAIMS ARISING OUT OF ANY FAILURES OR 

MALFUNCTIONS ON A SINGLE DAY OR SINGLE MONTH CANNOT BE FULLY 

SATISFIED BECAUSE OF THE ABOVE DOLLAR LIMITATIONS, ALL SUCH 

CLAIMS SHALL BE LIMITED TO A PRO RATA SHARE OF THE MAXIMUM 

AMOUNT FOR THE RESPECTIVE PERIOD. IN NO EVENT SHALL THE TOTAL 

COMBINED AGGREGATE LIABILITY OF THE DISCLAIMING PARTIES FOR ALL 

CLAIMS ARISING OUT OF ANY FAILURES, MALFUNCTIONS, FAULTS IN 

DELIVERY, DELAYS, OMISSIONS, SUSPENSIONS, INACCURACIES, 

INTERRUPTIONS, TERMINATIONS OR ANY OTHER CAUSES IN 

CONNECTION WITH THE FURNISHING, PERFORMANCE, OPERATION, 

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

OF THE COMPANY’S SYSTEMS OR SERVICES, OR SERVICES, EQUIPMENT 

OR FACILITIES USED TO SUPPORT SUCH SYSTEMS OR SERVICES,
INCLUDING THE SEFAXE FX TRADING PLATFORM, OR THE NEGLIGENCE OF THE 

COMPANY OR ANY DISCLAIMING PARTY EXCEED $1,000,000 IN ANY GIVEN 

CALENDAR YEAR.

(d) EXCEPT AS OTHERWISE PROVIDED IN THIS RULE OR SEPARATE 

CONTRACT, INCLUDING THE PFI FACILITATION AGREEMENT, UNDER NO 

CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO A PARTICIPANT, PFI, 

AUTHORIZED USER, CLIENT ACCOUNT OR ANY OTHER PERSON FOR ANY 

INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY LOSS OR 

PUNITIVE DAMAGES OF ANY KIND, REGARDLESS OF WHETHER SUCH 

LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, 

BREACH OF WARRANTIES OR OTHERWISE, INCLUDING, WITHOUT 

LIMITATION, ANY LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED 

PROFITS, LOSS OF CONTRACTS, LOSS OF THE USE OF MONEY, LOSS OF 

ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS 

OF MARKET SHARE, LOSS OF GOODWILL, LOSS OF REPUTATION OR LOSS 

OF, DAMAGE TO OR CORRUPTION OF DATA, HOWEVER SUFFERED OR 

INCURRED, REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED 

OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER SUCH DAMAGES 

OTHERWISE COULD HAVE BEEN FORESEEN OR PREVENTED.

(e) EXCEPT AS OTHERWISE PROVIDED IN THIS RULE OR SEPARATE 

CONTRACT, INCLUDING THE PFI FACILITATION AGREEMENT, UNDER NO 

CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR THE ACTS, ERRORS 

OR OMISSIONS OF ANY THIRD PARTY, INCLUDING ANY MARKET DATA 

VENDOR, SDR OR DCO.

(f) [RESERVED].

(g) EXCEPT AS OTHERWISE PROVIDED IN THIS RULE OR SEPARATE 

CONTRACT, INCLUDING THE PFI FACILITATION AGREEMENT, ANY 

DISPUTE ARISING OUT OF THE USE OF THE SYSTEMS OR SERVICES OF 

THE COMPANY OR SERVICES, EQUIPMENT, OR FACILITIES USED TO 

SUPPORT SUCH SYSTEMS OR SERVICES, INCLUDING THE SEFAXE FX 

TRADING PLATFORM, IN WHICH ONE OR MORE DISCLAIMING PARTIES IS 

A PARTY SHALL BE ARBITRATED PURSUANT TO THESE RULES IN 

CHAPTER 8, AND REFERENCES IN CHAPTER 8 TO A “PARTICIPANT” SHALL, 

TO THE EXTENT RELEVANT, BE DEEMED FOR SUCH PURPOSE TO MEAN 

AND INCLUDE THE DISCLAIMING PARTIES. ANY SUCH CLAIM AGAINST A 

DISCLAIMING PARTY SHALL BE BROUGHT WITHIN ONE YEAR FROM THE 

TIME THAT A CAUSE OF ACTION HAS ACCRUED. THIS PARAGRAPH (F) 

SHALL IN NO WAY BE CONSTRUED TO CREATE A CAUSE OF ACTION AND 

SHALL NOT AUTHORIZE AN ACTION THAT WOULD OTHERWISE BE 

PROHIBITED BY THESE RULES. IF, FOR ANY REASON, A COURT OF 

COMPETENT JURISDICTION FINDS THAT A DISPUTE
IS NOT ARBITRABLE, SUCH DISPUTE MAY BE LITIGATED ONLY IN ACCORDANCE 

WITH RULE 1112.

(h) EXCEPT AS OTHERWISE PROVIDED IN THIS RULE OR SEPARATE 

CONTRACT, NO PFI OR ITS AFFILIATES; DIRECTORS, OFFICERS, 

EMPLOYEES, CONTRACTORS, AGENTS AND NOMINEES; OR THE 

DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND 

NOMINEES OF ITS AFFILIATES SHALL BE LIABLE FOR ANY LOSS INCURRED 

OR SUFFERED BY A PARTICIPANT BY ENTERING INTO A TRADE. NO PFI OR 

ITS AFFILIATES; DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, 

AGENTS AND NOMINEES; OR THE DIRECTORS, OFFICERS, EMPLOYEES, 

CONTRACTORS, AGENTS AND NOMINEES OF ITS AFFILIATES SHALL BE 

LIABLE FOR ANY LOSS INCURRED OR SUFFERED BY A PARTICIPANT 

RESULTING FROM ANY ACT OR OMISSION, INCLUDING WILLFUL DEFAULT, 

OF THE SEFAXE FX TRADING PLATFORM OR ANY OTHER PARTICIPANT OR 

AUTHORIZED USER ON THE SEFAXE FX TRADING PLATFORM

(i) EXCEPT AS OTHERWISE PROVIDED IN THIS RULE OR SEPARATE 

CONTRACT, NO PFI OR ITS AFFILIATES; DIRECTORS, OFFICERS, 

EMPLOYEES, CONTRACTORS, AGENTS AND NOMINEES; OR THE 

DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND 

NOMINEES OF ITS AFFILIATES SHALL HAVE ANY LIABILITY FOR ANY 

INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OR FOR LOSS OF 

PROFITS, LOSS OF GOODWILL, OR LOSS OF BUSINESS OPPORTUNITY.

(j) NO PFI SHALL BE LIABLE FOR THE ACCURACY OR REASONABLENESS OF 

ANY DUES, ASSESSMENTS, COMMISSIONS OR FEES THAT THE COMPANY 

MAY CHARGE A PARTICIPANT.
Rule 414

Requirements for Persons Submitting Orders, RFQs and Responses to RFQs

(a) Each Order, RFQ or response to an RFQ submitted to the SEFAxe FX Trading 

Platform shall be submitted under the applicable User ID of the Authorized User for 

the Participant entering or intermediating such Order, RFQ or response to an RFQ.

Each Order, RFQ or response to an RFQ submitted to the SEFAxe FX Trading 

Platform shall include information identifying the relevant Swap (including the 

delivery or expiry month), price, notional amount of the Swap, correct CTI code (as 

described in Rule 615), buy or sell, appropriate account designation, and Order type, 

and any other information necessary for the SEFCompany to satisfy its reporting 

obligations pursuant to Rule 403.

(b) Each Order, RFQ or response to an RFQ submitted to the SEFAxe FX Trading 

Platform shall include the following information for the Participant entering or 

intermediating such Order, RFQ or response to an RFQ (to the extent such 

information is not otherwise pre-populated), pursuant to CFTC Regulation 45.8(h)(1) 

(Determination of which Counterparty shall Report):

RFQ or response to an RFQ (to the extent such information is not otherwise prepopulated):

(i) the Legal Entity Identifier of such Participant;

(ii) a yes/no indication of whether such Participant is a Swap Dealer with respect 

to the Swap for which the Order, RFQ or response to an RFQ is placed;

(iii) a yes/no indication of whether such Participant is a Major Swap Participant 

with respect to the Swap for which the Order, RFQ or response to an RFQ is 

placed;

(iv) a yes/no indication of whether such Participant is a financial entity (as defined 

in Section 2(h)(7)(C) of the CEA);

(v) a yes/no indication of whether such Participant is a U.S. person; and

(vi) if applicable, an indication of whether such Participant will elect the clearing 

requirement exception in Section 2(h)(7) of the CEA for any Swap resulting 

from the Order, RFQ or response to an RFQ.

(c) If a Trade will be allocated, then each Order, RFQ or response to an RFQ submitted 

to the SEFAxe FX Trading Platform shall include the following information for the 

Participant entering or intermediating such Order, RFQ or response to an RFQ (to 

the extent such information is not otherwise pre-populated), pursuant to CFTC 

Regulation 45.8(h)(1)(vii): 

(i) An indication that the Trade will be allocated;
(ii) The Legal Entity Identifier of the agent;

(iii) An indication of whether the Trade will be a post-allocation Swap; and

(iv) If the Trade will be a post-allocation Swap, the UTI of the initial swap 

transaction between the reporting counterpartyReporting Counterparty and 

the agent.

(d) As used in this Rule 414, “financial entity,” “agent” and “U.S. person” have the 

meaning given those terms in the CEA, CFTC Regulations and exemptive or noactionno-action relief or interpretive guidance issued by the CFTC or its staff, as 

applicable.
Rule 415

User IDs

(a) No Person may use a User ID to place any Order, RFQ or response to an RFQ 

except as permitted by these Rules, nor may any Person knowingly permit or assist 

with the unauthorized use of a User ID. Each Authorized User, Participant, PFI or 

any other Person that has been authorized to access the SEFAxe FX Trading 

Platform shall take reasonable measures to ensure that no assigned User ID is used 

by any Person not authorized by these Rules.

(b) No Person shall submit to the SEFAxe FX Trading Platform any Order, RFQ or 

response to an RFQ using the User ID of any other Person, unless the Person 

submitting the Order, RFQ or response to an RFQ is an Authorized User for that 

Person.

(c) Each Participant, PFI or any other Person that has been authorized to access the 

SEFAxe FX Trading Platform shall provide in writing to the Company and keep 

current such information as the Company may require concerning itself and each of 

its Authorized Users or any other Person it permits to have direct access, including 

Persons who have been granted Electronic Access, to the SEFAxe FX Trading 

Platform by using its User ID.

(d) Any request that the Company activate or deactivate a User ID shall be submitted in 

writing by a Designated Contact or Operational Contact of the relevant Participant or 

PFI in the manner provided for by the Company. The Company shall have no liability 

for any action or inaction due to its good faith reliance upon such a written request 

or for any communication system failure.

(e) Each Participant, PFI or any other Person that has been authorized to access the 

SEFAxe FX Trading Platform shall notify the Compliance Department promptly upon 

becoming aware of:

(i) any unauthorized disclosure or use of any User ID assigned to it and of any 

other reason for deactivating a User ID assigned to it;

(ii) any unauthorized disclosure or use of any User ID assigned to its Authorized 

User and of any other reason for deactivating a User ID assigned to that 

Authorized User;

(iii) any unauthorized access to the SEFAxe FX Trading Platform by any Person 

using a User ID assigned to it; or

(iv) any unauthorized access to the SEFAxe FX Trading Platform by any Person 

using a User ID assigned to its Authorized User.
Rule 416

Designated Contact(s) and Operational Contact(s)

Each Participant and PFI shall (a) identify in writing to the Company one or more Designated 

Contacts, as the Company may determine, and (b) ensure that at least one of its Designated

Contacts is available by telephone at any time one of its Authorized Users is accessing the 

SEFwho are authorized to receive Notices and other communications from the Company. 

Each Participant shall identify in writing to the Company one or more Operational Contacts, 

as the Company may determine.

A Participant or PFI must notify the Company in writing to change a Designated Contact or 

an Operational Contact.
Rule 417

Message Traffic

The Company may at any time restrict or establish utilization fees in respect of Message 

Traffic, either with respect to all or any Participants and Authorized Users in order to

safeguard the security or operations of the SEFAxe FX Trading Platform, or to preserve 

market integrity, fair and orderly trading, or if otherwise in the public interest.
Rule 501

Duties and Responsibilities of Participants and their Authorized Users

(a) Each Participant and its Authorized Users, shall:

(i) use the SEFAxe FX Trading Platform in a responsible manner and not for any 

improper purpose;

(ii) use the SEFAxe FX Trading Platform only to conduct business that is subject 

to these Rules and in a manner consistent with these Rules;

(iii) comply with these Rules, submit to the jurisdiction of the Company to enforce 

these Rules and act in a manner consistent with these Rules;

(iv) observe high standards of market conduct, fair dealing, and just and equitable 

principles of trade while conducting or seeking to conduct any business 

connected with or concerning the Company;

(v) not knowingly mislead or conceal any material fact or matter required to be 

disclosed in any dealings or filings with the Company or in connection with a 

disciplinary proceeding; and

(vi) keep all User IDs, account numbers and passwords related to the SEFAxe 

FX Trading Platform confidential.

(b) Participants shall comply with all applicable anti-spoofing policies for Swaps which 

the Company posts on the SEFAxe FX Trading Platform or sets forth in Notices to 

Participants from time to time.
Rule 502

Required Notices

(a) Each Participant shall promptly notify the CCO upon becoming aware of any of the 

following events, in each case, with respect to the Participant’s status, and the status 

of its Authorized Users, which relates to or may affect its or their participation or 

conduct on the SEFAxe FX Trading Platform: 

(i) any material changes to information provided to the Company in connection 

with an application for Participant or Authorized User status;
(ii) any refusal of admission to any self-regulatory organization, or withdrawal of 

an application for membership or participant status in a self-regulatory 

organization, by the Participant or any of its Authorized Users;

(iii) any expulsion, suspension or fine in excess of $50,000 (whether through an 

adverse determination, voluntary settlement or otherwise) imposed on the 

Participant or any of its Authorized Users, by any self-regulatory organization;

(iv) any denial or withdrawal of an application for registration or license with 

respect to the Participant or any of its Authorized Users by or from any 

government agency or self-regulatory organization, and any revocation, 

suspension or conditioning of a registration or license granted by any 

government agency or self-regulatory organization to the Participant or any 

of its respective Authorized Users;

(v) the commencement of any judicial or administrative proceeding against the 

Participant or any of its respective Authorized Users by a government agency 

or the imposition of a fine in excess of $50,000, cease and desist order, denial 

of trading privileges, censure or other sanction or remedy (whether through 

an adverse determination, voluntary settlement or otherwise) imposed by any 

government agency or self-regulatory organization;

(vi) the indictment or conviction of, or any confession of guilt or plea of guilty or 

nolo contendere by the Participant or any of its Authorized Users, senior 

officers or principals for any felony or for any misdemeanor involving, arising 

from, or related to, the purchase or sale of any Swap or other financial 

instrument, or involving or arising from fraud or moral turpitude;

(vii) the bankruptcy or insolvency of the Participant or any of its Affiliates; and

(viii) the failure of any Participant to be an Eligible Contract Participant.

(b) Each PFI shall promptly notify the CCO upon becoming aware of any of the following 

events, in each case, with respect to the PFI’s status, and the status of its Authorized 

Users, which relates to or may affect its or their participation or conduct on the 

SEFAxe FX Trading Platform: 

(i) any material changes to information provided to the Company in connection 

with the information provided to the Company in the PFI Facilitation 

Agreement;

(ii) any refusal of admission to any self-regulatory organization, or withdrawal of 

an application for membership or participant status in a self-regulatory 

organization, by the PFI or any of its Authorized Users;
(iii) any expulsion, suspension or fine in excess of $250,000 (whether through an 

adverse determination, voluntary settlement or otherwise) imposed on the 

PFI or any of its Authorized Users, by any self-regulatory organization;

(iv) any denial or withdrawal of an application for registration or license with 

respect to the PFI or any of its Authorized Users by or from any government 

agency or self-regulatory organization, and any revocation, suspension or 

conditioning of a registration or license granted by any government agency 

or self-regulatory organization to the PFI or any of its respective Authorized 

Users; 

(v) the commencement of any judicial or administrative proceeding against the 

PFI or any of its respective Authorized Users by a government agency or the 

imposition of a fine in excess of $250,000, denial of Trading Privileges, cease 

and desist order, censure or other sanction or remedy (whether through an 

adverse determination, voluntary settlement or otherwise) imposed by any 

government agency or self-regulatory organization;

(vi) the indictment or conviction of, or any confession of guilt or plea of guilty or 

nolo contendere by the PFI or any of its Authorized Users, senior officers or 

principals for any felony or for any misdemeanor involving, arising from, or 

related to, the purchase or sale of any Swap or other financial instrument, or 

involving or arising from fraud or moral turpitude;

(vii) the bankruptcy or insolvency of the PFI or any of its Affiliates; and

(viii) the failure of any PFI to be an Eligible Contract Participant.

(c) Each Participant and PFI shall review the Trade Communication issued pursuant to 

Rule 1101(b) as soon as practicable upon receipt. A Participant or PFI shall promptly 

notify the Company upon becoming aware of an error or omission in swap transaction 

and pricing data, including Required Swap Creation Data, for a Trade by contacting 

the Company pursuant to Rule 407. The Participant or PFI must submit to the 

Company the corrected or completed data as part of the notice.

(c) In addition to notifying the Company, Participants that become aware of an error 

or omission in swap transaction and pricing data must promptly notify their PFI of the 

error or omission if they become aware of the error or omission first. PFIsbefore their 

PFI. PFIs that become aware of an error or omission in swap transaction and pricing 

data must promptly notify their Participants of the error or omission if they become 

aware of the error or omission first.before their relevant Participant, in addition to 

notifying the Company. If the PFI that becomes aware of the error or omission 

(whether on its own or due to notification from its Participant) is not the Reporting 

Counterparty (as determined by Rule 403(a)(vi)), such PFI must also notify the 

Reporting Counterparty of the error or omission pursuant to CFTC Regulations 

43.3(e)(2) (Method and Timing for Real-time Public Reporting) and 45.14(a)(2)) 

(Correcting Errors in Swap Data and Verification of Swap Data Accuracy).
Participants and PFIs must correct the error or omission by submitting the 

corrected or completed data to the SEF as required by CFTC Regulation 43.3(e) 

(Method and Timing for Real-Time Public Reporting) or applicable no-action relief 

issued by the CFTC.
Rule 503

Books and Records; Cooperation in Proceedings

(a) Each Participant, PFI, Authorized User, and Client Account shall prepare and keep 

current all books, ledgers and other similar records (including, but not limited to, 

records of any such Person’s activity in the index or instrument used as a reference 

price, the underlying commodity, and related derivatives markets), in the manner

prescribed by the CEA, CFTC Regulations and these Rules and shall prepare and keep 

current such other books and records and adopt such forms as the Company may 

from time to time prescribe. Such books and records shall be made available to the 

Company and its authorized representatives, upon request during regular business 

hours, and the Company agrees to adhere to reasonable logical and physical access 

and security procedures of such Participant, PFI, Authorized User, and Client 

Account and, with respect to the CFTC, the Department of Justice and their 

respective authorized representatives, upon request in accordance with Applicable 

Law including CFTC Regulations 37.203 (Rule Enforcement Program) and 37.404 

(Ability to Obtain Information).

(b) Upon reasonable prior notice, the Company may require a Participant, PFI, 

Authorized User, or Client Account to furnish such information concerning the 

Participant’s, PFI’s, Authorized User’s, and Client Account’s business that is subject 

to these Rules as the Company deems necessary to enable it to perform its 

obligations under Applicable Law, including CFTC Regulations 37.203 (Rule 

Enforcement Program) and 37.404 (Ability to Obtain Information), including 

information relating to (i) Trades entered into pursuant to the rules of the SEF,Rules 

of this SpectrAxe Rulebook, including the information required under CFTC 

Regulation 37.404(b); and (ii) information requested by a government agency relating 

to the Company and/or the Company’s compliance with Applicable Law that the 

Company believes is maintained by, or otherwise in the possession of, a Participant, 

PFI, Authorized User, or Client Account.

(c) All data and information provided to or obtained by the Company pursuant to this 

Rule 503 shall be subject to the confidentiality provisions in Rule 1106.
Rule 504

System Security

Each Participant and PFI shall (a) be solely responsible for controlling and monitoring the 

use of all User IDs issued to it and its Authorized Users by the Company, (b) ensure that 

each Person accessing the SEFAxe FX Trading Platform using such User IDs is assigned a 

unique password and that each password is used only by the Person to whom it is assigned, 

and (c) notify the Company promptly upon becoming aware of any unauthorized disclosure 

or use of the User IDs or passwords or of any other reason for deactivating User IDs or 

passwords. 

Each Participant shall be bound by any actions taken through the use of its User IDs or 

passwords, including entering into Trades, whether or not such actions were authorized by 

such Participant or any of its Authorized Users or executed by any Person other than an 

Authorized User of such Participant, except to the extent that (a) Participant has notified the 

Company in writing that such User ID or password should be canceled or suspended and 

the Company has not taken appropriate actions within a reasonable time to cancel or 

suspend such User ID or password, or (b) unauthorized use of the User ID or password is 

the direct result of gross negligence or willful misconduct by the Company.
Rule 505

Front-End User Interface; Audit Trail

(a) Each Participant and PFI shall be solely responsible for ensuring that any frontendfront-end interface connecting to the SEFAxe FX Trading Platform that is not 

provided by the Company, and that is used by the Participant, its Authorized Users, 

or any other Person using its User IDs, maintains a routing/front-end audit trail for all 

Orders; RFQs; responses to RFQs, including entry, modification, cancellation and 

responses to such messages; and Trades entered into through any gateway to the 

SEFAxe FX Trading Platform, including the times thereof to the highest level of 

precision achievable by the Participant’s or PFI’s operating system, but at least to 

the nearest second (“Audit Trail”). Data that is so captured must not be capable of 

being modified.

(b) Participants and PFIs shall maintain, or shall cause other third parties to whom they 

have provided connectivity to the SEFAxe FX Trading Platform to maintain, Audit 

Trail data in the form and manner required by CFTC Regulations (including CFTC 

Regulation 37.205 (Audit Trail)) and in accordance with such additional requirements 

as may be established by the Company. Participants and PFIs must have the ability 

to produce such data, or cause such data to be produced, in a standard format upon 

request of the Compliance Department.
Rule 506

Financial Requirements

Each Participant and PFI must notify the Company promptly upon becoming aware that it 

fails to satisfy the minimum financial requirements applicable to it in order to participate on 

the SEFAxe FX Trading Platform, including the requirement to qualify as an Eligible Contract 

Participant. Upon request by the Company, Participants and PFIs shall submit financial and 

related information to the Company sufficient to demonstrate that it qualifies as an Eligible 

Contract Participant. A Participant or PFI that is unable to demonstrate to the Company that 

it is in compliance with such minimum financial requirements shall not engage in transactions 

subject to these Rules except for the purpose of closing open positions. 

Each Participant must notify the Company promptly upon becoming aware that its PFI is 

unable to provide the prime brokerage services necessary to settle Trades in the manner 

discussed herein.
Rule 507

Restrictions on Activity

If the Company determines that the financial or operational condition of a Participant or PFI, 

or one of the Participant’s or PFI’s Affiliates is such that to allow that Participant to continue 

to have access to the SEFAxe FX Trading Platform would adversely affect the Company or 

the financial markets, the Company may impose additional Limits (including, but not limited 

to, product restrictions and trade volume limits) on such Participant or terminate, in whole or 

in part, the Trading Privileges of such Participant, as well as the exercise of such Trading 

Privileges by its Authorized Users.

If there are any discrepancies among the Limits applicable to a Participant, the Limits set by 

the PFI shall govern, then the Limits set by the Company pursuant to this Rule 507.
Rule 603

Fraudulent Acts Prohibited

No Participant or its Authorized Users, or any other Person, shall engage or attempt to 

engage, directly or indirectly, in any fraudulent act, practice, or course of business which 

operates or would operate as a fraud or deceit upon any Person or any manipulative device, 

scheme, or artifice to defraud, deceive, trick or mislead another Person (including the 

Company) in connection with or related to any Trade or other Swap activity related to the 

SEFAxe FX Trading Platform, including improper cross trading, accommodation trading, or 

front running.
Rule 605

Market Disruption Prohibited

Orders, RFQs or responses to RFQs entered into the SEFAxe FX Trading Platform for the 

purpose of upsetting the equilibrium of the market in any Swap or creating a condition in 

which prices do not or will not reflect market values (based on market conditions and prices 

at the time such Order, RFQ or response to an RFQ is entered into the SEFAxe FX Trading 

Platform, as determined by reference to available market data) are prohibited, and any 

Person who makes or assists in entering any such Order, RFQ or response to an RFQ 

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, RFQ or response to 

an RFQ will be deemed to have engaged in an act detrimental to the Company.
Rule 609

Acts Detrimental

It shall be a violation of these Rules for a Participant, Authorized User, or other Person to 

engage in any act which is materially detrimental to the Company’s ability to operate the 

SEFAxe FX Trading Platform or comply with Applicable Law.
Rule 611

Disclosing Orders, RFQs

Except as otherwise permitted by these Rules, no Participant or Authorized User shall 

disclose to any Person that is not acting on behalf of such Participant the terms of any 

Order, RFQ or response to an RFQ prior to its entry into the SEFAxe FX Trading Platform, 

other than (a) an Authorized User of the same Participant for the sole purpose of executing 

or recording such Order, RFQ or response to an RFQ, (b) a Company Official, or (c) the 

CFTC, the Department of Justice or any other regulatory or self-regulatory organization 

with jurisdiction over the Company or such Participant.
Rule 614

“Moneypassing,” Pre-Arranged and Noncompetitive Transactions Prohibited

(a) No Person may enter Orders, RFQs or responses to RFQs the purpose of which is 

to enter into Trades without a net change in a Participant’s open positions but a 

resulting profit to one Participant and a loss to the other Participant, commonly known 

as a “money pass.”

(b) No Person shall pre-arrange any purchase or sale or noncompetitively enter into a 

Trade onmade on the Axe FX Trading Platform or pursuant to the Rules of the 

SEFthis SpectrAxe Rulebook. 

(c) Rule 614(b) shall not apply to Trades that are entered into through the SEF’sAxe FX 

Trading Platform’s RFQ system in accordance with Rule 404.B(b).
Rule 702

Inquiries and Investigation

(a) The Compliance Department will investigate any matter within the Company’s 

jurisdiction of which it becomes aware. The Compliance Department will determine 

the nature and scope of its inquiries and investigations within its sole discretion and 

will function independently of any commercial interests of the Company.

(b) The Compliance Department has the authority to:

(i) initiate and conduct inquiries and investigations;

(ii) prepare Investigation Reports and make recommendations concerning 

initiating disciplinary proceedings;

(iii) prosecute alleged violations within the Company’s jurisdiction; and

(iv) represent the Company on an appeal to an Appeal Panel of any disciplinary 

proceeding, summary imposition of fines, summary suspension or other 

summary action.

(c) Each Person, with respect to Orders, RFQs, responses to RFQs or transactions on 

the SEFAxe FX Trading Platform: 

(i) is obligated to appear, testify and respond in writing to interrogatories within 

the time period required by the Compliance Department in connection with:

(A) any Rule;

(B) any inquiry or investigation; or

(C) any preparation by and presentation during a disciplinary proceeding 

or appeal from a decision in a disciplinary proceeding, summary 

imposition of fines, summary suspension or other summary action by 

the Company;

(ii) is obligated to produce books, records, papers, documents or other tangible 

evidence in its possession, custody or control within the time period required 

by the Compliance Department in connection with:

(A) any Rule;

(B) any inquiry or investigation; or

(C) any preparation by and presentation during a disciplinary proceeding 

or appeal from a decision in any disciplinary proceeding, summary 
imposition of fines, summary suspension or other summary action by 

the Company; and

(iii) may not impede or delay any inquiry, investigation, disciplinary proceeding, 

appeal from a disciplinary proceeding, summary imposition of fines, summary 

suspension or other summary action.
Rule 719

Reinstatement after Summary Suspension

(a) A respondent whose Trading Privileges are suspended, revoked, limited, 

conditioned, restricted or qualified pursuant to Rule 718 may apply for reinstatement 

by filing with the Compliance Department a written request stating the applicant’s 

reasons for seeking reinstatement. The Company will not consider a respondent’s 

request for reinstatement if the respondent:

(i) owes any fines, fees, charges or costs to the Company;

(ii) continues to fail to appear at disciplinary proceedings without good cause; or

(iii) continues to impede the progress of disciplinary proceedings.

Within a reasonable period after the filing of a request for reinstatement, the Appeals 

Panel will conduct a hearing to consider the request. At the hearing for reinstatement, 

the respondent will present its case supporting the reinstatement and the Compliance 

Department, acting on behalf of the CCO may, in its discretion, present its case 

opposing or supporting the reinstatement and each may present relevant and 

admissible evidence and facts and call, examine and cross-examine witnesses. At 

the hearing for reinstatement, the Company may require any Participant or 

Authorized User (and, as applicable, any employees or Affiliates) involved in activity 

proposed to be conducted on the SEFAxe FX Trading Platform to appear as 

witnesses and produce evidence if the Appeals Panel determines that the evidence 

is relevant.

(b) As promptly as reasonably possible after a reinstatement hearing, the Appeals 

Panel will issue an order reinstating, denying the reinstatement, or placing 

conditions on the reinstatement of the Trading Privileges of the respondent. The 

order will include a brief summary of the evidence introduced at the reinstatement

hearing; and, if applicable, findings of fact and conclusions not contained in the notice of 

summary action issued pursuant to Rule 718(b) above. The order of the Appeals 

Panel may not be appealed.
Rule 720

Rights and Responsibilities after Suspension or Termination

(a) When the Trading Privileges of a Participant or the exercise of such Trading 

Privileges by an Authorized User are suspended for a period of 12 months or less, 

none of its rights or Trading Privileges (including the right to hold oneself out to the 

public as a Participant or Authorized User or enter Orders on the SEFAxe FX Trading 

Platform and receive Participant rates for fees, costs, and charges, as applicable) 

will apply to such Participant or Authorized User during the period of the suspension, 

except for the right to assert claims against others as provided in Chapter 8 of these 

Rules. Any such suspension will not affect the rights of creditors under these Rules 

or relieve the Participant or Authorized User of its obligations under these Rules to 

perform with respect to any Trades entered into before the suspension, or for any 

Company fees, costs, or charges incurred during the suspension. The Company may 

discipline a suspended Participant or Authorized User under this Chapter 7 for any 

violation of a Rule or provision of Applicable Law committed by the Participant or 

Authorized User before, during or after the suspension.

(b) When the Trading Privileges of a Participant or the exercise of such Trading 

Privileges by an Authorized User are terminated, all of its rights or Trading Privileges, 

as applicable, will terminate, except for the right of the Participant or Authorized User 

in question to assert claims against others, as provided in Chapter 8 of these Rules. 

Any such termination will not affect the rights of creditors under these Rules. A 

terminated Participant or Authorized User may only seek to reinstate its authorization 

to exercise Trading Privileges by providing the Company with satisfactory evidence 

that it complies with Rule 302. The Company will not consider the application of a 

terminated Participant or Authorized User if such Participant or Authorized User, as 

the case may be, fails to appear at disciplinary proceedings without good cause or 

impedes the progress of disciplinary proceedings.

(c) A suspended or terminated Participant or Authorized User remains subject to these 

Rules and the jurisdiction of the Company for any acts or omissions prior to the 

suspension or termination, and must cooperate in any inquiry, investigation, 

disciplinary proceeding, appeal from disciplinary proceedings, summary suspension 

or other summary action as if the suspended or terminated Participant or Authorized 

User still had Trading Privileges or could still exercise Trading Privileges.
Rule 801

General

(a) Except as otherwise provided in these Rules, Participants, PFIs, and Authorized 

Users shall arbitrate pursuant to these Rules in this Chapter 8 all disputes, 

controversies and claims between or among themselves arising out of the Trades 

entered into pursuant to the rules of the SEFRules of this SpectrAxe Rulebook or the 

use of the systems or services of the Company or the services, equipment, or 

facilities used to support such systems or services, including, without limitation, the 

SEFAxe FX Trading Platform. Any such claim against a Participant or Authorized 

User shall be brought within two years from the time that a cause of action has 

accrued. This Rule 801 shall in no way be construed to create a cause of action and 

shall not authorize an action that would otherwise be prohibited by these Rules or 

Applicable Law. If for any reason a court of competent jurisdiction finds that a dispute 

is not arbitrable, such dispute may be litigated only in accordance with Rule 1113.

(b) Notwithstanding the foregoing, this Rule 801 does not apply to disputes between or 

among Participants, PFIs or Authorized Users where: (i) such Persons are required 

by the rules of a self-regulatory organization to submit to the dispute resolution 

procedures of that self-regulatory organization; or (ii) such Persons have, by valid 

and binding agreement, committed to negotiate or litigate in a manner other than the 

process set out in this Chapter 8.

(i) The following agreements shall be considered valid and binding agreements 

for purposes of this Rule 801(b): the PFI Facilitation Agreement, 

PFI/Participant Trading Documentation, and Master Agreements between 

PFIs.
Rule 802

Forum and Arbitration Rules

All disputes, controversies and claims between or among Participants, PFIs and Authorized 

Users arising out of the Trades entered into pursuant to the rules of the SEFRules of this 

SpectrAxe Rulebook or the use of the systems or services of the Company or the services, 

equipment, or facilities used to support such systems or services, including, without 

limitation, the SEFAxe FX Trading Platform, shall be settled by arbitration administered by 

the AAA under its Commercial Arbitration Rules, and judgment on the award rendered by 

the arbitrator(s) may be entered in any court having jurisdiction thereof.
Rule 903

Exercise of Options 

(a) A buyer of an option who purchased an option may only exercise on the date of 

option maturity (referred to, by the industry, as “European Options”). Currently, the 

SEFAxe FX Trading Platform only offers foreign currency options.

(b) To exercise or expire an option, a buyer of an option must provide a written notice 

or an electronic notice through the applicable SEFAxe FX Trading Platform

functionality to the Company that states that the buyer of an option will exercise or 

expire its option (a written notice to the Company shall be acceptable only if such 

functionality is technically unavailable). Upon receipt of this notice,

the Company shall send a notice to all affected Participants and PFIs that states that the 

option has been exercised or expired. 

(i) This option exercise provision shall supersede any other provision to the 

contrary in any agreement entered into by the Participants or PFIs.

(c) The Company shall make all commercially reasonably efforts to ensure that the 

anonymity of the parties involved is retained during the settlement and delivery 

processes, as applicable.

(d) If an option is not exercised or expired by the buyer of an option before expiration, 

the expiration process will be determined by an auto exercise process, which will be 

based on the option strike price relative to the reference rate at expiration. If the 

strike price of a call is below the reference rate at expiration, the option will be 

automatically exercised. If the strike price of a call is equal to or above the reference 

rate at expiration, the option will be abandonedexpired. If the strike price of a put is 

above the reference rate at expiration, the option will be automatically exercised. If 

the strike price of a put is equal to or below the reference rate at expiration, the option 

will be abandonedexpired. 

(e) In no case shall the SEFCompany be responsible for the exercise of, or failure to 

exercise, an option.
Rule 904

Uncleared Swap Transactions between the PFI and Participant

As a consequence of a Participant effectuating a Trade on the SEFAxe FX Trading Platform, 

a separate, corresponding Uncleared Swap may arise under the PFI/Participant Trading 

Documentation between that Participant and its PFI, if applicable (“Mirror Swap”). This 

Mirror Swap shall be governed by the terms of such Mirror Swap and the applicable 

PFI/Participant Trading Documentation. The SEFCompany shall not have any responsibility 

for any element of the Mirror Swap transaction, including any applicable reporting 

obligations.
Rule 1101

Legal Certainty; Confirmations

(a) No Trade entered into pursuant to the rules of the SEFRules of this SpectrAxe 

Rulebook shall be void, voidable, subject to rescission, otherwise invalidated or 

rendered unenforceable as a result of:

(i) a violation by the SEFCompany of the provisions of Section 5h of the CEA or 

of Part 37 of the CFTC Regulations; 

(ii) any CFTC proceeding to alter or supplement a Rule, term, or condition of the 

SEF under Section 8a(7) of the CEA or to declare an emergency under 

Section 8a(9) of the CEA; or 

(iii) any other proceeding the effect of which is to: 

(A) alter or supplement a specific term or condition or trading rule or 

procedure or 

(B) require the SEFCompany to adopt a specific term or condition, trading 

rule or procedure or take or refrain from taking a specific action.

(b) Issuance of SEF Confirmations for Trades.

(i) The economic terms specific to an executed Trade shall be reflected by the 

Company in the Trade Communications sent to the applicable Participants 

and PFIs. The Trade Communications shall serve as confirmations for the 

previously-negotiated freestanding agreement, such as a Master Agreement, 

between the counterparties. As such, Trade Communications must state that 

they incorporate by reference the terms of such agreement between the 

counterparties.

(ii) Trade Communications, for purposes of these Rules and CFTC Regulation 

37.6(b) (Enforceability) and Parts 43 and 45 of CFTC Regulations, shall serve 

as a confirmation of the Trades and, in the event of any inconsistency 

between the terms specified in a Trade Communication and any other terms, 

including the terms in a Master Agreement between the relevant PFIs, the 

terms of the Trade Communication shall legally supersede all other 

contradictory terms.

(iii) Each Trade Communication shall state (A) that it serves as confirmation for 

applicable freestanding agreements and (B) that in the event of any 

inconsistency between the terms of a Trade Communication and any other 

terms, including the terms in a Master Agreement between the relevant PFIs, 

the terms of the Trade Communication shall legally supersede all other 

contradictory terms.
(c) The confirmation of all terms of a Trade shall be effective as of the time of execution.

(d) In accordance with CFTC No-Action Letter 17-17, Division of Market Oversight, 

Extension of No-Action Relief for Swap Execution Facility Confirmation and 

Recordkeeping Requirements under Commodity Futures Trading Commission 

Regulations 37.6(b), 37.1000, 37.1001, 45.2, and 45.3(a) (Mar. 24, 2017), until the 

effective date of revised CFTC Regulations that establish a permanent, practicable 

SEF confirmation solution, PFIs are not required to provide to the Company its

Master Agreements with the other PFIs before their respective Participants enter into 

Trades, but must provide copies of such agreement to the Company upon request. 

Upon request from the CFTC, the Company will request a PFI to provide copies of 

such Master Agreements and will provide the copies to the CFTC as soon as they 

are available.

(e) The Company may use a third-party service provider to issue Trade Communications 

to the Participants and PFIs (“Communications Agent”), provided such 

Communications Agent is contractually obligated to satisfy the requirements of the 

Company and Applicable Law. The Company shall remain responsible for providing 

confirmations even when utilizing a Communications Agent.
Rule 1102

Trading by Company Officials Prohibited; Misuse of Material, Non-Public Information

(a) No Board member, member of a Disciplinary Panel or Appeals Panel or Company 

Official may trade (for such individual’s own account, or for or on behalf of any other 

account), directly or indirectly, any Swap, swap traded on another swap execution 

facility or other market, or any commodity interest relating thereto where such 

individual has access to “material information” or “non-public information” (as such 

terms are defined in CFTC Regulation 1.59(a) (Activities of Self-Regulatory 

Organization Employees, Governing Board Members, Committee Members, and 

Consultants)) concerning such Swap or commodity interest.

(b) Company Officials, agents and independent contractors of the Company are 

prohibited from disclosing “material information” or “non-public information” (as 

defined in CFTC Regulation 1.59(a)) obtained as a result of their employment, 

agency relationship or engagement with the Company.

(c) No Company Official may trade (for such individual’s own account, or for or on behalf 

of any other account) directly or indirectly any Swap or any commodity interest 

related thereto.

(d) No Person subject to the jurisdiction of the Company under Rule 301 may trade for 

such Person’s own account, or for or on behalf of any other account, in any 

commodity interest, on the basis of any “material, information” or “non-public 

information” (as defined in CFTC Regulation 1.59(a)) that such person knows was 

obtained in violation of CFTC Regulation 1.59(d)(1) from any Board member, 

member of a Disciplinary Panel or Appeals Panel, Company Official or agent or 

independent contractor of the Company.
Rule 1104

SEF Data

(a) Subject to each Participant’s rights in the applicable portions of SEF Data (including 

fills), as well as the PFI Facilitation Agreement, the Company shall have a royalty 

free, non-exclusive, non-transferable, worldwide, perpetual license to any SEF Data, 

and shall own all rights, title and interest in and to all intellectual property and other 

proprietary rights (including all copyright, patent, trademark or trade secret rights) in 

all derivative works based on SEF Data that are created by or on behalf of the 

Company to the extent that such derived data is truly a derivative of the SEF Data, 

and, unless required by Applicable Law to use such SEF Data solely for internal risk 

management purposes, decisions with respect to use and distribution of SEF Data 

shall be made by the Board of the Company; provided, however, subject to its 

obligations under Applicable Law, the Company shall not use (or permit other parties 

to use) SEF Data, including Market Data, to replicate or reverse engineer a 

Participant’s trading strategies, and Company shall not sell, retransmit or redistribute 

SEF Data unless such SEF Data is anonymized and contains transaction data of 

multiple Persons. Participants, PFIs and other Persons Affiliated with any of the 

foregoing may not distribute, sell, or retransmit SEF Data to any third party without 

the consent of the Company, provided that each Participant and PFI retains such 

rights as it may enjoy under Applicable Law with respect to the applicable portions of 

SEF Data solely in the form such SEF Data was submitted to the Company by such 

Participant or PFI. Nothing in this Rulebook shall restrict a Participant or PFI with 

respect to its use of (including creation of any derivative works in respect of) its own 

data.

(b) The Company will not use for business or marketing purposes any proprietary data 

or personal information collected or received from or on behalf of any Person for the 

purpose of fulfilling the Company’s regulatory obligations.

(c) The Company may share such proprietary data or personal information with one or 

more registered entities (as such term is defined in CFTC Regulations) in accordance 

with Applicable Law.

(d) Each Participant (on behalf of itself and its Client Accounts) hereby acknowledges 

and agrees that the Company may disclose and disseminate swap transaction and 

pricing data, including Required Swap Creation Data and Required Swap 

Continuation Data, pursuant to these Rules.

Each Participant and PFI acknowledges and agrees that the Company owns and 

shall retain all right, title and interest in and to the SEFAxe FX Trading Platform, all 

components thereof, including without limitation all related applications, all 

application programming interfaces, user interface designs, software and source 

code and any and all
intellectual property rights therein, including, without limitation all registered or 

unregistered, as applicable copyright, trade mark,trademark, service mark, trade 

secret, trade name, data or database rights, design rights, moral rights, inventions, 

whether or not capable orof protection by patent or registration, rights in 

commercial information or technical information, including know-how, research 

and development data and manufacturing methods, patent, and other intellectual 

property and ownership rights, including applications for the grant of any of the 

same, in or to the SEF and all other related proprietary rights of the Company 

and/or any of its Affiliates (together, with any and all enhancements, corrections, 

bug fixes, updates and other modifications to any of the foregoing and any and all 

data or information of any kind transmitted by means of any of the foregoing, 

“Proprietary Information”). Each Participant and PFI further acknowledges and 

agrees that the Proprietary Information is the exclusive, valuable and confidential 

property of the Company. Each Participant and PFI acknowledges and agrees that 

it shall not reverse engineer, copy, bug fix, correct, update, transfer, reproduce, 

republish, broadcast, create derivative works based on or otherwise modify, in any 

manner, all or any part of the SEFAxe FX Trading Platform or the Proprietary 

Information. Each Participant and PFI agrees to keep the Proprietary Information 

confidential and not to transfer, rent, lease, loan, sell or distribute, directly or 

indirectly, all or any portion of the SEFAxe FX Trading Platform or any Proprietary 

Information.
317451061.1 

11

 

Copy of the Amended Rules 

(General Amendments, Rule 101, Rule 204, Rule 212, Rule 302, Rule 306, Rule 312, Rule 314, 

Rule 403, Rule 404.C, Rule 405, Rule 406, Rule 407, Rule 412, Rule 413, Rule 414, Rule 415, 

Rule 416, Rule 502, Rule 503, Rule 903, Rule 1102 and Rule 1104)

[provided in the following page]
Rule 101

Defined Terms

Unless otherwise specified in these Rules or unless the context otherwise requires, the terms 

defined below in this Rule 101 shall for all purposes of these Rules have the meanings 

specified herein.

AAA

The term “AAA” means the American Arbitration Association.

Affiliate

An “Affiliate” of, or a Person “Affiliated” with, another Person means a Person who, 

directly or indirectly, Controls, is Controlled by, or is under common Control with, 

such other Person.

API

The term “API” means application programming interface.

Appeals Panel

The term “Appeals Panel” means a panel appointed by the CCO pursuant to Rule 

716(g).

Applicable Law

The term “Applicable Law” means, with respect to any Person, any statute, law, 

regulation, rule or ordinance of any governmental authority, or self-regulatory 

organization applicable to such Person, including without limitation the CEA, the 

Exchange Act and CFTC Regulations.

Audit Trail

The term “Audit Trail” has the meaning given to that term in Rule 505(a).

Authorized User

The term “Authorized User” means any natural person who is an agent or employee 

of a PFI, a Participant or any other Person that has been authorized to access the 

Axe FX Trading Platform. In the case a computer or system is used to access the 

Axe FX Trading Platform via an API, the natural person designated to be responsible 

for such computer or system’s activity on the Axe FX Trading Platform shall be the 

Authorized User.
Beneficial Ownership or Beneficially Owned

The term “Beneficial Ownership,” or an interest “Beneficially Owned” by any Person, 

means, with respect to an account, a direct or indirect (through one or more 

subsidiaries or Affiliates) pecuniary interest in the account (through any Swap, 

arrangement, understanding, relationship or otherwise).

Board

The term “Board” means the Board of Directors of the Company constituted in 

accordance with the LLC Agreement, these Rules and Applicable Law.

Cancel Order

The term “Cancel Order” means an Order that cancels fully or partially an existing 

Order.

Cancel Replace Order

The term “Cancel Replace Order” means an Order to cancel fully or partially an 

existing Order and replace it with a new Order for a different quantity or price.

CFTC

The term “CFTC” means the Commodity Futures Trading Commission and includes 

any successor agency or authority.

CFTC Regulation

The term “CFTC Regulation” means any rule, regulation, order or directive and any 

published interpretation thereof adopted or promulgated from time to time by the 

CFTC.

Chief Compliance Officer

The term “Chief Compliance Officer” (or “CCO”) means the individual appointed by 

the Board from time to time to oversee compliance matters in accordance with Rule 

211.

Chief Executive Officer

The term “Chief Executive Officer” (or “CEO”) means the individual appointed by the 

Board from time to time to serve as chief executive officer of the Company.
Chief Operating Officer

The term “Chief Operating Officer” (or “COO”) means the individual appointed by the 

Board from time to time to serve as chief operations officer of the Company.

Cleared Swap

The term “Cleared Swap” means a Swap that is required to be cleared by a DCO 

pursuant to Section 2(h)(1) of the CEA and CFTC Regulation 50.2 (Treatment of 

Swaps Subject to a Clearing Requirement) or is otherwise designated by or on behalf 

of the parties to be submitted to a DCO for clearing, including a New Swap/Old Terms 

or New Swap/Corrected Terms, including any such Swap that is rejected from 

clearing by the applicable DCO. As of the date of this Rulebook, the Axe FX Trading 

Platform does not offer Cleared Swaps.

Client Account

The term “Client Account” means a Person that has granted investment discretion to 

trade on its behalf.

Commodity Exchange Act

The term “Commodity Exchange Act” (or “CEA”) means the law set forth at 7

U.S.C. § 1, et. seq.

Company

The term “Company” will be SpectrAxe, LLC.

Company Official

The term “Company Official” means any Officer of, or individual employed directly 

by, the Company or any individual rendering similar services on behalf of the 

Company under a secondment agreement.

Compliance Department

The term “Compliance Department” means the CCO and the individuals under the 

supervision of the CCO who are responsible for enforcing these Rules and 

conducting investigations of alleged violations of these Rules. As the term is used 

herein, the Compliance Department includes: (i) the Company’s compliance staff 

dedicated to enforcing these Rules and performing services directly related to the 

Company’s compliance with Applicable Law and (ii) employees of other divisions of 

the Company or its Affiliates who have certain regulatory responsibilities with respect 

to the Company.
Control

The term “Control,” including the terms “Controlling,” “Controlled by” and “under 

common Control with,” 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 securities or otherwise.

Derivatives Clearing Organization

The term “Derivatives Clearing Organization” (or “DCO”) has the meaning given to 

that term in Section 1a(15) of the CEA. For the avoidance of doubt, the Company 

does not submit Uncleared Swaps to a DCO and does not have any agreement or 

arrangement with a DCO for Uncleared Swaps.

Designated Contact

The term “Designated Contact” means a natural person who is designated, pursuant 

to Rule 416, by a Participant or PFI with the authority to receive Notices and other 

communications from the Company to the Participant or PFI. The Designated 

Contact may, but need not be, an Authorized User.

Director

The term “Director” means any member of the Board.

Disciplinary Offense

The term “Disciplinary Offense” shall have the meaning set forth in Rule 209(c).

Disciplinary Panel

The term “Disciplinary Panel” means the panel appointed pursuant to Rule 710 to 

conduct hearings in connection with disciplinary proceedings (other than summary 

impositions of fines pursuant to Rule 717), to make findings, render decisions, and 

impose sanctions pursuant to Chapter 7 of the Rules.

Electronic Access

The term “EA” or “Electronic Access” means electronic access to the Axe FX Trading 

Platform’s Order Book and execution functionality through direct electronic 

connection.

Eligible Contract Participant

The term “Eligible Contract Participant” has the meaning given to that term under 

Section 1a(18) of the CEA and CFTC Regulations thereunder.
Emergency

The term “Emergency” has the meaning given to that term in Rule 412(a).

Exchange Act or Securities Exchange Act of 1934

The term “Exchange Act” of “Securities Exchange Act of 1934” means the law set 

forth at 15 U.S.C. § 78a, et. seq.

Final Decision

The term “Final Decision” shall have the meaning set forth in Rule 209(c).

Introducing Agent

The term “Introducing Agent” means a futures commission merchant or introducing 

broker registered with the CFTC, or any Person that is exempt from such registration 

(or not required under Applicable Law to so register). As of the date of this Rulebook, 

Introducing Agents are not permitted on the Axe FX Trading Platform.

Investigation Report

The term “Investigation Report” has the meaning given to that term in Rule 703.

Legal Entity Identifier

The term “Legal Entity Identifier” means a unique code assigned to swap 

counterparties and entities in accordance with the standards set by the Global Legal 

Entity Identifier System.

Legal Team

The term “Legal Team” means the function of the Company, including any relevant 

external legal counsel, that is responsible for the legal and regulatory affairs of the 

Axe FX Trading Platform.

Limits

The term “Limits” means the limits on trading as determined by the relevant PFI, 

including but not limited to, product restrictions and trade volume limits. A PFI may 

set separate Limits for Trades via the Order Book and Trades via an RFQ. A PFI 

may also set Limits on the aggregate exposure it has to another PFI, which shall 

take precedence over any Limits applicable to a Participant. A breach of any such
Limits (whether applicable to a Participant or a PFI) may prevent a Participant from 

entering into a Trade.

LLC Agreement

The term “LLC Agreement” means the Limited Liability Company Agreement of 

SpectrAxe, LLC, as amended, supplemented or otherwise modified from time to time.

Major Swap Participant

The term “Major Swap Participant” has the meaning given to that term in Section 

1a(33) of the CEA.

Market Data

The term “Market Data” means any and all data and other information contained in, 

displayed on, generated by or derived from the Axe FX Trading Platform or 

transactions in Swaps entered into pursuant to these Rules, including Orders, RFQs, 

prices and volumes.

Market Data Vendors

The term “Market Data Vendors” means one or more vendors of financial market 

information which have entered into agreements with the Company to distribute 

Market Data.

Market Maker

The term “Market Maker” means a Participant authorized by the Company to 

participate in the Market Maker Program under Rule 314.

Master Agreement

The term “Master Agreement” means, as applicable, either (a) the 1992 or 2002 ISDA 

Master Agreement published by the International Swaps and Derivatives 

Association, Inc. as may be entered into between a PFI and its customer, including 

any Credit Support Annex thereto or; (b) a domestic master agreement (e.g., the FBF 

Master Agreement from the French Banking Federation or the German Master 

Agreement for Financial Derivatives Transactions).

Message Traffic

The term “Message Traffic” means electronic transmissions of Orders, Order 

modifications, Cancel Orders, Cancel Replace Orders, RFQs, trade reports and other 

messages entered into the Axe FX Trading Platform by or through an Authorized 

User or sent to an Authorized User by the Company. Depending on the context, 

Message Traffic may refer to one-way or two-way transmissions.
NFA

The term “NFA” means the National Futures Association.

Nominating Committee

The term “Nominating Committee” means the committee of the Board constituted 

pursuant to Rule 203.

Notice to Participants

The term “Notice to Participants” means a communication sent by or on behalf of the 

Company to all Participants, as described in Rule 310.

Officer

The term “Officer” means any officer of the Company.

Operational Contact

The term “Operational Contact” means a natural person who is designated, pursuant 

to Rule 416, by a Participant to be available by telephone, or other reasonable 

communication method as determined by the Company, at any time one of its 

Authorized Users is accessing the Axe FX Trading Platform. The Operational Contact 

may, but need not be, an Authorized User.

Order

The term “Order” means an actionable firm bid or offer for a Swap (i) displayed in the 

Order Book, (ii) transmitted as a response to an RFQ, (iii) transmitted by acceptance 

of a response to an RFQ or (iv) any modification thereof. The term “Order” does not 

include an RFQ request nor a response to an RFQ that is not a firm bid or offer.

Order Book

The term “Order Book” means the portion of the Axe FX Trading Platform in which 

Participants have the ability to enter Orders designated for the Order Book, observe 

or receive such Orders entered by other Participants, and execute such Orders.

Owner

The term “Owner” means any Person holding an ownership interest in the Company 

or defined as a “Member” in the LLC Agreement.

Participant

The term “Participant” refers to Swap Dealers, funds, and other such Persons with 

Trading Privileges. A Participant may be acting as a principal or on behalf of one or 
more Client Accounts, provided that the term “Participant” shall not include any such 

Client Accounts.

Participant Agreement

The term “Participant Agreement” means the agreement between a Participant and 

SpectrAxe that allows the Participant to access the Axe FX Trading Platform

pursuant to the Rules. References to Participant Agreements shall include their 

addendums, if any, unless provided otherwise. As used herein, and unless otherwise 

required by the context, the term “Participant Agreement” also includes PFI 

Participant Agreements.

Participant Committee

The term “Participant Committee” means the committee of the Board constituted 

pursuant to Rule 204.

Participating Financial Institution

The term “Participating Financial Institution” (or “PFI”) means a financial institution 

that has been approved by the Company to enter into the Trades that a Participant, 

with whom the PFI has PFI/Participant Trading Documentation that establishes the 

connection requirement pursuant to Rule 306(a), effectuates on the Axe FX Trading 

Platform.

Permitted Transaction

The term “Permitted Transaction” means any transaction not involving a Swap that 

is required by Section 2(h)(8) of the CEA to be executed on, or pursuant to the rules 

of, a swap execution facility or a designated contract market. 

Person

The term “Person” means any natural person, association, partnership, limited 

liability company, joint venture, trust or corporation.

PFI/Participant Trading Documentation

The prime brokerage agreement or other such documentation that governs the 

trading relationship (e.g. Master Agreement) in effect between a Participant and a 

PFI and allows the Participant to satisfy the PFI connection requirement in Rule 306.

PFI Facilitation Agreement

The term “PFI Facilitation Agreement” means the agreement between the Company 

and each PFI regarding the settlement of Trades executed by the Participants, 

including the establishment of Limits on the aggregate exposure a PFI may have to 

another PFI through the Axe FX Trading Platform.
PFI Participant Agreement

The term “PFI Participant Agreement” means the agreement between the Company 

and a Participant that is the same legal entity as a PFI (e.g., a trading desk of the 

PFI), which allows the Participant to access the Axe FX Trading Platform pursuant 

to the Rules. References to the PFI Participant Agreement shall include their 

addendums, if any, unless provided otherwise.

Pre-Execution Communication

The term “Pre-Execution Communication” means a communication between two 

Persons for the purpose of establishing the terms of an Order prior to entering into a 

Trade, including any communication that involves pre-determination of the size, side 

of market, or price of such an Order; provided that any communication between two 

Persons that involves an agreement to enter into a Trade between the parties that 

legally binds the parties to such Trade shall not be considered a Pre-Execution 

Communication.

Proprietary Account 

The term “Proprietary Account” has the meaning set forth in CFTC Regulation 1.3 

(Definitions).

Proprietary Information

The term “Proprietary Information” has the meaning given to that term in Rule 

1104(d).

Public Director

The term “Public Director” means a director of the Company with the qualifications 

described in Rule 208.

Regulatory Oversight Committee

The term “Regulatory Oversight Committee” means the committee of the Board 

constituted in accordance with Rule 205.

Reporting Counterparty

The term “Reporting Counterparty” has the meaning set forth in CFTC Regulation

45.1 (Definitions).

Required Swap Continuation Data

The term “Required Swap Continuation Data” has the meaning given to that term in 

CFTC Regulation 45.1 (Definitions).
Required Swap Creation Data

The term “Required Swap Creation Data” has the meaning given to that term in CFTC 

Regulation 45.1 (Definitions).

RFQ

The term “RFQ” means a request for quote sent in accordance with these Rules.

Rule

The term “Rule” means any rule adopted or amended, from time to time, by the 

Company related to or in respect of the operation of, or business conducted on, the 

Axe FX Trading Platform.

Security

The term “Security” has the meaning given to that term under Section 3(a)(10) of the 

Exchange Act.

Swap Data Repository

The term “Swap Data Repository” (or “SDR”) means any swap data repository 

registered with the CFTC to which the Company may select to report, as required by 

and in accordance with the CEA and CFTC Regulations, the terms of the Trades 

executed pursuant to these Rules.

Swap Execution Facility

The term “Swap Execution Facility” (or “SEF”) means the swap execution facility Axe 

FX Trading Platform, which is operated by the Company and registered with the 

CFTC.

SEF Data

The term “SEF Data” means any and all data and other information related to Swap 

activities on the Axe FX Trading Platform or pursuant to this Rulebook, including but 

not limited to Market Data.

Settlement Agreement

The term “Settlement Agreement,” shall have the meaning set forth in Rule 209(c).

Standing Committee

The term “Standing Committee” means each of the Nominating Committee, the 

Participant Committee and the Regulatory Oversight Committee.
Swap

The term “Swap” has the meaning given to that term in Section 1a(47) of the CEA 

and in the CFTC Regulations promulgated thereunder (without regard to any 

determination by the Secretary of the Treasury pursuant to Section 1b of the CEA). 

Swap Dealer

The term “Swap Dealer” has the meaning given to that term in Section 1a(49) of the 

CEA.

Terms Incorporated by Reference

The term “Terms Incorporated by Reference” has the meaning given to that term in 

Rule 1101(b)(i).

Trade

The term “Trade” means a Swap transaction that is executed on the Axe FX Trading

Platform or subject to the Rules.

Trade Communication

The term “Trade Communication” means a written or electronic confirmation from the 

Company regarding the status of a Trade (i.e., whether the Trade is confirmed, 

amended or cancelled) and with all necessary economic terms.

Trading Hours

The term “Trading Hours” means, with respect to any Swap, the hours during which 

the Axe FX Trading Platform is regularly open for the trading of such Swap.

Trading Privileges

The term “Trading Privileges” means the rights associated with allowing a Person 

to enter into Trades, such as allowing that Person’s Authorized Users to enter 

Orders or RFQs, respond to RFQs, enter into Trades and otherwise effect Swap

transactions, whether directly or indirectly, on or pursuant to the Rules of this 

SpectrAxe Rulebook, either on that Person’s own behalf or on behalf of Client 

Accounts.

Uncleared Swap

The term “Uncleared Swap” means a Swap other than a Cleared Swap. As of the 

date of this Rulebook, all swaps executed on the Axe FX Trading Platform will be an 

Uncleared Swap.
Underlying Instrument

The term “Underlying Instrument” means, with respect to a Swap, the good, right, 

security, index or other asset or measure which is the subject of that Swap.

Unique Transaction Identifier

The term “Unique Transaction Identifier” or “UTI” shall have the meaning set forth in 

CFTC Regulation 45.5 (Unique Transaction Identifiers).

User ID

The term “User ID” means a unique identification number assigned by the Company 

to an Authorized User.
Rule 201

Board of Directors

(a) The business and affairs of the Company shall be managed by the Board in 

accordance with the LLC Agreement.

(b) At all times, at least 35% of the Directors shall be Public Directors. Each Director 

(including Public Directors) shall be elected in accordance with the LLC Agreement, 

and shall serve for a term of two years from the date of his or her election (or the 

remainder of any Public Director term to which he or she is elected as a replacement) 

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

removal for cause or dismissal pursuant to the LLC Agreement.

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

to have no material relationship with the SEF. The Board must 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 than annually.

(i) A “material relationship” is one that reasonably could affect the independent 

judgment or decision-making of the Director. In making the finding specified 

in this Rule, the Board need not consider previous service as a Director of the 

Company to constitute a “material relationship.” 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:

(A) Such Director is an Officer or an employee of the Company, or an 

officer or an employee of an Affiliate of the Company;

(B) Such Director is a Participant of the Axe FX Trading Platform or 

Owner of the Company;

(C) Such Director is a director, an officer, or an employee of a Participant 

of the Axe FX Trading Platform or Owner of the Company;

(D) Such Director is an officer of another entity, which entity has a 

compensation committee (or similar body) on which any Officer of the 

Company serves;

(E) Such Director, or an entity with which the Director is a partner, an 

officer, an employee, or a director, receives more than $100,000 in 

combined annual payments for legal, accounting, or consulting 

services from the Company or its Affiliate, any Participant, or PFI, or 

any Affiliate of such Participant or PFI. Compensation for services as 

a Director of the Company 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, so 
long as such compensation is in no way contingent, conditioned, or 

revocable; or

(F) Notwithstanding Rule 201(c)(i)(E), in the case of a Public Director that 

is a member of the Regulatory Oversight Committee or the Participant 

Committee, such Public Director accepts, directly or indirectly, any 

consulting, advisory, or other compensatory fee from the Company or 

its Affiliate or any Participant or PFI, or any Affiliate of such Participant 

or PFI, other than deferred compensation for service rendered prior to 

becoming a member of the Regulatory Oversight Committee or the 

Participant Committee, provided that such compensation is in no way 

contingent, conditioned, or revocable. This Rule 201(c)(i)(F) does not 

apply to compensation received in the Public Director’s capacity as a 

member of the Regulatory Oversight Committee or Participant 

Committee.

(d) Any of the relationships set forth in Rule 201(c)(i) apply to the “immediate family” of 

such Director (i.e., spouse, parents, children, and siblings) in each case, whether by 

blood, marriage, or adoption, or any natural person residing in the home of the 

Director or that of his or her “immediate family.”

(e) A Public Director of the Company may also serve as a public director of an Affiliate 

of the Company if he or she otherwise meets the requirements set forth in Rule 

201(c). 

(f) The compensation of Public Directors and other non-executive members of the 

Board shall not be linked to the business performance of the Company.
Rule 204

Participant Committee

(a) Not later than the compliance date of the CFTC Regulations applicable to the 

Company’s governance as a SEF, the Board shall designate certain of its members 

to serve as the Participant Committee, which shall:

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

for being a Participant;

(ii) review appeals of initial denials of Participant applications; and

(iii) review for approval any new Rules or the amendment or repeal of existing 

Rules that may result in different categories of Participants receiving 

disparate access to the Axe FX Trading Platform.

(b) At all times following the compliance date of the CFTC Regulations applicable to the 

Company’s governance as a SEF, the Participant Committee shall include no fewer 

than the minimum number or percentage of Public Directors required by such CFTC 

Regulations. If required by CFTC Regulations, one of the Public Directors shall serve 

as the chair of the Participant Committee.

(c) In reviewing appeals of initial denials of Participant applications, the Participant 

Committee shall not uphold any denial if the relevant application meets the standards 

and requirements that the Participant Committee has established.

(d) The Participant Committee shall not, and shall not permit the Company to, restrict 

access or impose burdens on access to the Axe FX Trading Platform in a 

discriminatory manner, within each category or class of Participants or between 

similarly situated categories or classes of Participants.

(i) The Participant Committee shall ensure that the SEF provides any Eligible 

Contract Participant and any independent software vendor with impartial 

access to its market(s) and market services, as required by CFTC Regulation 

37.202 (Access Requirements).
Rule 211

Chief Compliance Officer

(a) The Board shall designate an individual to serve as the CCO of the Company. The 

CCO shall:

(i) report directly to the Regulatory Oversight Committee;

(ii) oversee and review the Company’s compliance with the Core Principles set 

forth in Section 5h of the CEA and Part 37 of the CFTC Regulations;

(iii) resolve, in consultation with the Board, the Regulatory Oversight Committee 

or the CEO, any conflicts of interest that may arise, including:

(A) conflicts between business considerations and compliance 

requirements, including the requirement that the Company provide 

fair, open and impartial access in accordance with CFTC Regulation 

37.202 (Access Requirements); and

(B) conflicts between the Company’s management and members of the 

Board;

(iv) establish and administer written policies and procedures reasonably 

designed to prevent violations of the CEA and CFTC Regulations;

(v) take reasonable steps to ensure compliance with the CEA and CFTC 

Regulations;

(vi) establish procedures for the remediation of noncompliance issues identified 

by the CCO through Compliance Department reviews, look-backs, internal or 

external audit findings, self-reported errors or validated complaints;

(vii) establish and follow appropriate procedures for the handling, management 

response, remediation, retesting, and closing of noncompliance issues;

(viii) establish and administer a compliance manual designed to promote 

compliance with the applicable laws, rules, and regulations and a written code 

of ethics designed to prevent ethical violations and to promote honesty and 

ethical conduct;

(ix) supervise the Company’s self-regulatory program with respect to trade 

practice surveillance, market surveillance, real-time market monitoring, 

compliance with audit trail requirements, enforcement and disciplinary 

proceedings, audits, examinations, and other regulatory responsibilities with 

respect to Participants, Authorized Users, all Persons using any Participant’s 

User IDs, and all other Persons subject to the jurisdiction of the Company
under Rule 301, and, in addition to the foregoing in this Rule 211(a)(ix), 

exercise supervisory authority over all staff acting at the direction of the CCO;

(x) provide any information regarding the Company’s self-regulatory program 

that is requested by the Board or the Regulatory Oversight Committee;

(xi) supervise the effectiveness and sufficiency of any regulatory services 

provided to the Company by a regulatory service provider in accordance with 

CFTC Regulation 37.204 (Regulatory Services Provided by a Third Party); 

and

(xii) prepare the Company’s annual compliance report, in accordance with CFTC 

Regulation 37.1501 (Chief Compliance Officer), and submit the completed 

report to the Board and CFTC.

(b) No individual disqualified from registration pursuant to Section 8a(2) or 8a(3) of the 

CEA may serve as CCO.
Rule 212

Confidentiality

No Company Official, member of the Board, any committee established by the Board, or any 

Disciplinary Panel or Appeals Panel shall use or disclose any “material information” or “nonpublic information,” each as defined in CFTC Regulation 1.59(a) (Activities of SelfRegulatory Organization Employees, Governing Board Members, Committee Members, and 

Consultants), obtained in connection with the performance of his official duties for any 

purpose other than the performance of such official duties.
Rule 214

Maintenance of Books and Records by the Company

(a) The Company shall keep, or cause to be kept, all books and records required to be 

maintained pursuant to the CEA and CFTC Regulations, including CFTC Regulations 

37.1001 (Recordkeeping) and 45.2(a) (Swap Recordkeeping).

(i) All books and records shall include the Legal Entity Identifier of the Company

and the counterparties to the Trade as required by CFTC Regulation 45.6 

(Legal Entity Identifiers).

(b) The Company shall retain all such books and records for the life of each Trade 

transacted pursuant to these Rules and five years following the termination of such 

Trade, and shall make such books and records readily accessible for inspection, in 

each case in the form and manner required under the CEA and CFTC Regulations, 

including CFTC Regulations 37.1001 and 45.2(a).

(c) Copies of records shall be provided, at the expense of the Company, to any 

representative of the CFTC upon request. Copies of records shall be provided either 

by electronic means, in hard copy, or both, as requested by the CFTC.

(d) The Company shall report to the CFTC, in a form and manner acceptable to the 

CFTC, such information as the CFTC determines to be necessary or appropriate for 

the CFTC to perform the duties of the CFTC under the CEA.

(e) The Company may disclose, to any government agency, self-regulatory organization 

or other Person, information concerning or associated with a Participant or other 

Person if the Company believes such disclosure is necessary and appropriate in 

exercising a legal or regulatory function, whether or not a formal arrangement 

governing the disclosure exists or a request for information was made.
Rule 301

Jurisdiction

ANY PERSON INITIATING OR EXECUTING A TRANSACTION ON OR SUBJECT TO 

THE RULES OF THIS SPECTRAXE RULEBOOK DIRECTLY, AS AN AGENT OF A PFI, 

OR THROUGH ANY INTERMEDIARY; ANY PERSON FOR WHOSE BENEFIT SUCH A 

TRANSACTION IS INITIATED OR EXECUTED; AND ANY PERSON WHO HELPS 

FACILITATE SUCH A TRANSACTION, INCLUDING EACH PFI, SHALL BE DEEMED TO 

CONSENT TO (I) BE BOUND BY, AND COMPLY WITH, THE RULES AND APPLICABLE 

LAW, TO THE EXTENT APPLICABLE TO IT; (II) SUBMIT TO THE JURISDICTION OF 

THE COMPANY WITH RESPECT TO ANY AND ALL MATTERS ARISING FROM, 

RELATED TO, OR IN CONNECTION WITH, ITS STATUS, ACTS OR OMISSIONS ON 

THE AXE FX TRADING PLATFORM; AND (III) TO THE EXTENT APPLICABLE TO IT, 

ASSIST THE COMPANY IN COMPLYING WITH ITS LEGAL AND REGULATORY 

OBLIGATIONS, COOPERATE WITH THE COMPANY AND ANY GOVERNMENTAL 

AUTHORITY HAVING JURISDICTION OVER THE COMPANY IN ANY INQUIRY, 

INVESTIGATION, AUDIT, EXAMINATION OR PROCEEDING, AND AUTHORIZE THE 

COMPANY OR ITS AFFILIATES TO PROVIDE INFORMATION REGARDING THE 

COMPANY TO ANY SELF-REGULATORY ORGANIZATION TO FULFILL ANY OF THE 

COMPANY’S OBLIGATIONS UNDER THE RULES OR THE APPLICABLE LAW.
Rule 302

Trading Privileges Eligibility

(a) Subject to the requirements, procedures and conditions described in this Chapter 3 

and any limitation, restriction or revocation from time to time imposed by the 

Company, Trading Privileges to the Axe FX Trading Platform shall be provided solely 

to Participants. 

(b) A Person that desires to obtain Trading Privileges and become a Participant shall:

(i) be, and provide proof to the Company that it is, an Eligible Contract 

Participant;

(ii) provide such information and documentation as may be reasonably 

requested by the Company, and comply with the procedures established by 

the Company for admission;

(iii) distribute the Rules and Notices to Participants to its Authorized Users 

pursuant to Rule 310(d); 

(iv) comply with the PFI connection requirement in Rule 306; 

(v) submit a completed, signed Participant Agreement

(vi) submit, or cause their PFI to submit, a notice to the Company that provides 

the Limits applicable to the Participant (the notice may be a completed form 

provided by the Company or through some other form of written authorization 

from the PFI, at the discretion of the Company); and

(vii) if such Person is organized or established under the laws of a country other 

than the United States:

(A) represent and certify to the Company that it is in compliance with the 

registration or authorization requirements of its home country or 

provide a brief explanation as to why such requirements, if any, are 

not applicable;

(B) represent and certify to the Company that it is regulated in its home 

country by a financial regulatory authority with respect to the 

maintenance of relevant books and records or provide a brief 

explanation as to why such requirements, if any, are not applicable;

(C) represent and certify to the Company that it is subject to regular 

inspections and examinations by such home country regulator or 

provide a brief explanation as to why such requirements, if any, are 

not applicable; and
(D) make such other representations as the Company deems necessary 

to comply with Applicable Law.

(c) Transaction-Level Business Conduct Obligations for Swap Dealers Do Not Apply on 

the Order Book of the Axe FX Trading Platform

(i) The Order Book of the Axe FX Trading Platform has been structured such 

that no Participant (including a Swap Dealer) will know the identity of another 

Participant. Therefore, for all Trades entered into through the Order Book, 

pursuant to CFTC Regulation 23.431(c) (Disclosures of Material Information) 

and CFTC No-Action Letter 19-06, Division of Swap Dealer and Intermediary 

Oversight, No-Action Position for Off-SEF Swaps Executed Pursuant to 

Prime Brokerage Arrangements (Mar. 22, 2019), the obligations set forth in 

CFTC Regulation 23.431(a) and (b) shall not apply.

(d) At all times, each Participant must comply with all applicable eligibility criteria 

required pursuant to these Rules and shall notify the Company immediately if it 

ceases to meet any of such applicable eligibility criteria, including when it no longer 

meets the PFI connection requirement in Rule 306 (e.g., the prime brokerage 

agreement with its PFI is terminated). 

(e) A Person whose application for Trading Privileges has been denied or granted 

conditionally pursuant to this Rule 302, and any Participant or Authorized User whose 

Trading Privileges or status, respectively, is revoked, suspended or limited pursuant 

to Rules 303 or 305, may appeal the Company’s decision in accordance with the 

provisions of Chapter 7. A determination of the Company to revoke, suspend or limit 

a Person’s access to the Axe FX Trading Platform pursuant to Rules 303 and 305 

shall not take effect until the review procedures under Chapter 7 have been 

exhausted or the time for review has expired.
Rule 304

Introducing Agent Eligibility and Access to the Axe FX Trading Platform

[RESERVED]
Rule 305

Authorized Users

(a) Each Participant that is not a natural person shall appoint in writing (via electronic 

mail or the Company’s authorization forms) at least one of its employees (or, if a 

Participant has no employees, an agent who is a natural person) to act as an 

Authorized User. Participants may also appoint additional employees, agents, or 

authorized contractors who are individuals to act as Authorized Users. Participants 

must designated which Authorized Users have Trading Privileges and which 

Authorized Users must access the Axe FX Trading Platform on a “view only” basis.

(b) The Company may, in its sole but reasonable discretion, and acting in an impartial, 

transparent, fair and nondiscriminatory manner, revoke, suspend or limit the status 

of a Person as an Authorized User, and shall promptly notify the relevant Participant 

in accordance with the procedures established by the Company.

(c) A Participant may, at any time, revoke an authorization granted by it to any 

Authorized User or revoke an authorized User ID granted by it to any other Person

by providing written notice of such revocation to the Company pursuant to Rule 415(d). Upon 

receipt of the written notice, the Company shall, as soon as is practicable, revoke and disable 

such Person’s access to the Axe FX Trading Platform. A Participant shall take immediate 

and appropriate measures to ensure that, after any such revocation, (i) the affected Person 

shall not have access to the Axe FX Trading Platform and (ii) the affected Person shall not 

utilize his or her User ID. The Company shall act promptly, but in any event within one 

business day of receiving notice from the Participant, to disallow the entry of Orders or RFQs 

and responses to RFQs from the revoked User IDs.

(d) All obligations of Participants under these Rules shall also apply to each of their 

Authorized Users to the extent applicable, and each Participant shall be responsible 

for the actions and omissions of each of its Authorized Users. Each Participant shall 

have procedures for performing day-to-day monitoring of its Authorized Users to 

ensure that each Participant will conduct its business in a fair and equitable manner 

and in accordance with these Rules

(e) Each Participant will ensure, on an ongoing basis, that none of its Authorized Users 

are subject to a disqualification pursuant to any Applicable Law (unless an 

appropriate exemption has been obtained with respect thereto) and that each 

Authorized User will be technically proficient in respect of the use of the Axe FX 

Trading Platform.

(f) For purposes of these Rules, any reference to (i) the Trading Privileges of a 

Participant shall also be deemed to refer and apply to the exercise of Trading 

Privileges by any of such Participant’s Authorized Users and vice versa; (ii) a 

Participant submitting or receiving Orders or RFQs, or entering into Trades, shall be 

deemed to also refer and apply to any such actions engaged in by any of such 

Participant’s Authorized Users and vice versa; and (iii) the knowledge of, or matters 
known to, any Participant shall be deemed to also refer to and include the knowledge 

of, or matters known to, its Authorized Users and vice versa.
Rule 306

PFI Connection Requirement

(a) Except as stated elsewhere in this Rule 306(a), each Participant must have 

PFI/Participant Trading Documentation in effect with a financial institution that has 

executed a PFI Facilitation Agreement with the Company.

(i) An entity that is the same legal entity as a PFI (e.g., a trading desk of the PFI) 

may wish to obtain Trading Privileges. Such entities may obtain Trading 

Privileges provided that: 

(A) Such entity enters into a PFI Participant Agreement with the 

Company;

(B) The PFI that is the same legal entity as such entity has a Master 

Agreement or comparable trading relationship documentation in place 

with at least two other PFIs; and

(C) Such entity fulfills every requirement applicable to Participants under 

this Rulebook other than the requirement to have PFI/Participant 

Trading Documentation in Rule 306(a).

(b) A Participant must provide a copy of its PFI/Participant Trading Documentation to the 

Company upon request, pursuant to Rule 302(b)(ii).

(c) When the Company is notified about a Participant that no longer fulfills the PFI 

connection requirement pursuant to Rule 306(a), the Company shall require the 

Participant to prove the establishment of a new PFI connection by submitting a new 

Limits notice that identifies the new PFI and the new Limits applicable to the 

Participant. Such Participant shall have its Trading Privileges suspended until the 

identification of the new PFI and a new Limits notice is submitted to the Company.

At the sole discretion of the Company, a Participant may, instead of a completed 

Limits notice form provided by the Company, provide some other form of 

authorization from its new PFI that indicates the Limits applicable to the Participant.
Rule 307

Dues, Assessments, Fees and Commissions

(a) The Company shall set and communicate in writing the times and amounts (along 

with any other information that may be required to be disclosed under Applicable 

Law) of any dues, assessments, commissions or fees to be paid by Participants, 

which shall be paid to the Company when due in the manner designated by the 

Company. The Company shall be responsible for ensuring that its dues, 

assessments, commissions and fees, as well as the collection method for such dues, 

assessments, commissions and fees, do not violate Applicable Law. 

(b) If a Participant fails to pay when due any Company dues, assessments, 

commissions, or fees levied on or owed by such Participant, and such payment 

obligation remains unsatisfied for thirty days after its due date, the Company may 

suspend, revoke, limit, condition, restrict or qualify the Trading Privileges of such 

Participant as it deems necessary or appropriate. The provisions of Chapter 7 (other 

than Rule 717) shall not apply to any such suspension, revocation, limitation, 

condition, restriction or qualification of Trading Privileges.

(c) The Company shall set comparable fee structures for Eligible Contract Participants 

and independent software vendors receiving comparable access to, or services from, 

the Axe FX Trading Platform, as required by CFTC Regulation 37.202 (Access 

Requirements).
Rule 310

Notices to Participants

(a) The Company shall publish a notice with respect to each addition to, modification of, 

or clarification of, these Rules or of any action to implement any Rules, in a form and 

manner that is reasonably designed to enable 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 addition, modification or clarification prior to the effective 

date thereof (each a “Notice to Participants”). Each Notice to Participants shall be

published prior to the earlier of its filing with the CFTC or the effective date thereof, 

and in any event within the time frame required under Applicable Law, including 

CFTC Regulations 40.5(a)(6) (Voluntary Submission of Rules for Commission 

Review and Approval) and 40.6(a)(2) (Self-Certification of Rules).

(b) For purposes of publication in accordance with paragraph (a), the Company shall 

send an email regarding a Notice to Participants to the Designated Contacts of all 

Participants and PFIs before publishing the Notice to Participants on the Company’s 

website. Any Notice to Participants that has been transmitted by email and then 

published on the Company’s website, in compliance with this paragraph (b), shall be 

deemed to have been validly made to all Participants and PFIs, as well as their 

Authorized Users.

(c) Participants are responsible for ensuring that their PFI receives or is notified of all 

Notices to Participants and agrees to conform with the changes implemented by 

the Notices to Participants. PFIs who do not agree to the changes implemented by 

a Notice to Participants must withdraw from the Axe FX Trading Platform pursuant 

to the PFI Facilitation Agreement as soon as possible after such determination is 

made. The Company shall not be responsible or liable for the failure of a PFI to 

receive or agree to a Notice to Participants.

(d) Participants are responsible for ensuring that their Authorized Users receive or are 

notified of all Notices to Participants and agree to conform with the changes 

implemented by the Notices to Participants. Authorized Users who do not agree with 

the changes implemented by a Notice to Participants must not access the Axe FX 

Trading Platform as soon as possible after such determination is made. The 

Company shall not be responsible or liable for the failure of an Authorized User to 

receive or agree to a Notice to Participants.

(e) Nothing in this Rule shall in any way limit the authority of the Company to take action 

in response to an Emergency.
Rule 311

Communications Between the Company and Participants or PFIs

Each Participant and PFI must provide the Company with its current electronic mail address 

and the electronic mail address of each of its Authorized Users and promptly update each 

such address whenever it changes. Each Participant and PFI may additionally provide the 

Company with a phone number or Bloomberg Terminal ID. All communications between the 

Company on the one hand and the Participant or PFI on the other hand will be transmitted 

by electronic mail; telephone, with confirmation by electronic mail; the Instant Bloomberg 

chat platform; and/or posted on the Axe FX Trading Platform or on the Company website, 

except as otherwise specified by the Company. Each Participant and PFI shall be 

responsible for conveying such communications to its Authorized Users and other Persons 

to whom the Participant or PFI has given its User ID(s). All communications made to a 

Participant or PFI shall also be deemed to have been made to all of its Authorized Users 

and other Persons to whom the Participant or PFI has given its User ID(s). Each Participant 

and PFI will also be responsible for promptly reviewing and, if necessary, responding to all 

electronic communications from the Company to the Participant or PFI, any of such 

Participant’s or PFI’s Authorized Users, or any Person to whom such Participant or PFI has 

given User ID(s) assigned to it by the Company. 
Rule 312

Withdrawal

(a) To withdraw from the Axe FX Trading Platform, a Participant must send a written 

notice to the Company that, at a minimum, states that the Participant intends to 

withdraw from the Axe FX Trading Platform, states the date that the Participant wants 

the withdrawal to be effective, and contains the Legal Entity Identifier of the 

Participant.

(b) Effective upon the date that the Company accepts the withdrawal of a Participant 

(which withdrawal shall be deemed accepted upon receipt by the Company of 

written notice of withdrawal unless a separate effective date was provided), all 

rights and privileges of such Participant and its Authorized Users shall terminate

(including such Participant’s Trading Privileges and its Authorized Users’ ability to 

access the SEFAxe FX Trading Platform) immediately (or the Company may 

suspend prior to termination, if necessary, to appropriately effectuate such 

termination).

(c) The withdrawal of a Participant shall not affect the rights of the Company under these 

Rules or relieve the former Participant of its obligation under the terms of any Trade 

entered into or otherwise arising under these Rules before the effective date of such 

withdrawal. 

(d) A Participant that has withdrawn remains subject to these Rules, the Company 

requirements and the jurisdiction of the Company for acts done and omissions made 

while a Participant, and must cooperate in any disciplinary proceeding under Chapter 

7 as if the withdrawn Participant were still a Participant, respectively.

(e) To withdraw from the Axe FX Trading Platform, a PFI must follow the termination 

provisions of the PFI Facilitation Agreement. To be clear, a PFI Facilitation 

Agreement that authorizes a PFI to withdraw from serving as a PFI on the Axe FX 

Trading Platform by sending SpectrAxe a notice in the manner provided by Rule 312 

in the SpectrAxe Rulebook allows such PFI to withdraw under the same process as 

Participants, as described in Rules 312(a)-(d).

(f) Effective upon the date that the Company accepts the withdrawal of a PFI, each 

Participant who became eligible for Trading Privileges through a prime brokerage 

agreement or some other documentation that governs the trading relationship (e.g.

Master Agreement) with such PFI pursuant to Rule 306(a) shall have its Trading 

Privileges and its Authorized Users’ ability to access the Axe FX Trading Platform

immediately terminated (or the Company may suspend prior to termination, if 

necessary, to appropriately effectuate such termination).
Rule 314

Market Maker Programs

The Company may adopt one or more “Market Maker Programs” under which any Participant 

meeting the requirements of any such Market Maker Program may be authorized to act as 

a market maker subject to the terms and conditions of participation in such Market Maker 

Program as published by the Company from time to time. Any such Market Maker Program 

may provide for the following:

(a) Eligibility qualifications, including minimum liquidity and minimum net capital 

requirements, that must be satisfied;

(b) Procedures regarding the application and approval process for PFIs or Participants 

with respect to participation in the Market Maker Program; and

(c) The terms of participation, including applicable standards of conduct, means of 

accessing the Axe FX Trading Platform (including APIs), bid and offer commitments, 

execution priority and fees or other payment arrangements.
Rule 401

Swaps Traded on the Axe FX Trading Platform

(a) The Company shall determine which Swaps can be traded from time to time pursuant 

to these Rules, provided that any determination in respect of listing a Swap for trading 

pursuant to these Rules shall be submitted to the CFTC as required by the CEA and 

CFTC Regulations. As of the date of this Rulebook, the Axe FX Trading Platform will 

facilitate limit orders only.

(b) Subject to compliance with the CEA and CFTC Regulations, Swaps traded on the 

Axe FX Trading Platform may be Uncleared Swaps. As of the date of this Rulebook, 

the SEF does not permit the trading of Cleared Swaps.

(c) The Company shall permit trading only in Swaps that are not readily susceptible to 

manipulation and for which the Company has, prior to listing the Swap, submitted to 

the CFTC the information required in Appendix C to Part 38 of the CFTC’s 

Regulations (Demonstration of Compliance that a Contract is not Readily Susceptible 

to Manipulation). The Company shall make such submission pursuant to Part 40 of 

the CFTC’s Regulations.
Rule 402

Business Days and Trading Hours

The Company shall from time to time determine (a) the business days during any particular 

calendar year and (b) the Trading Hours on such business days for any particular Swap 

available for trading on the Axe FX Trading Platform. All time references shall be based on 

local time prevailing in the City of New York, New York. Opening times start on the first 

second of the minute cited. Closing times end on the last second of the minute cited. Trading 

Hours may vary among different types of Swaps. The Company may from time to time adopt 

procedures for the opening or closing of trading in any Swap.
Rule 403

Price Dissemination and Publication of Trading Information

(a) The Company shall directly or indirectly transmit data regarding each Trade 

executed pursuant to these Rules to a single SDR in the form and manner, and 

within the timeframe, required by the CEA and CFTC Regulations. The Company 

shall transmit swap transaction and pricing data, including the Required Swap 

Creation Data, for each Trade executed on the Axe FX Trading Platform, or 

pursuant to these Rules, to that SDR as soon as technologically practicable after 

the Participants on the Axe FX Trading Platform effectuate the Trade, using the 

facilities, methods and data standards specified by the SDR. Each Participant must 

provide sufficient information to the Company, including the information required 

under

Rule 414 of this Rulebook, to enable the Company to report all creation data required by 

CFTC Regulations.

As of the date of this Rulebook, the Company reports its Part 43 and Part 45 data for 

Trades to DTCC, a registered SDR.

(i) The Company’s transmission of data shall include an actual description of the 

underlying asset(s) of the Trade, as required by CFTC Regulation 43.4(c)(2) 

(Swap Transaction and Pricing Data to be Publicly Disseminated in RealTime).

(ii) The Company’s transmission of data shall include the actual notional or 

principal amount of the Trade, as required by CFTC Regulation 43.4(d)(2)(i) 

(Swap Transaction and Pricing Data to be Publicly Disseminated in RealTime).

(iii) The Company’s transmission of data shall include the Legal Entity Identifier 

of the Company and the relevant PFIs that entered into the Trade, as required 

by CFTC Regulation 45.6 (Legal Entity Identifiers).

(iv) The Company will report all amended Required Swap Creation Data to the 

same SDR to which the SEF reported the initial Required Swap Creation Data 

for a Trade, as required by CFTC Regulation 45.10(a)(2) (Reporting to a 

Single Swap Data Repository).

(v) As soon as technologically practicable after execution of the Trade, the 

Company shall transmit to the Participants who acted on behalf of the PFIs 

that entered into the Trade the identity of the SDR that the Company 

transmitted data to pursuant to Rule 403.

(vi) The Company shall determine the Reporting Counterparty pursuant to CFTC 

Regulation 45.8 (Determination of which Counterparty shall Report).
(A) If both counterparties involved in a Trade have equal reporting status 

under CFTC Regulation 45.8, the Company shall designate the seller 

of the Trade as the Reporting Counterparty unless explicitly stated 

otherwise.

(B) For Multi-Leg Trades, defined as two or more component Trades that 

are executed by and between two counterparties where the 

component Trades are priced together as one economic transaction 

(e.g., spread), the Reporting Counterparty shall be determined as 

follows:

Where both counterparties have equal reporting status under CFTC 

Regulation 45.8, the Company shall designate the seller of a Trade 

that is executed as part of the Multi-Leg Trade as the Reporting 

Counterparty for that leg of the Multi-Leg Trade.

(vii) The Reporting Counterparty must report all Required Swap Continuation 

Data, in the form and manner required by Part 45 of the CFTC Regulations, 

to the SDR that the Company reported the Required Swap Creation Data, 

unless otherwise provided in the CFTC Regulations.

(b) The Company may provide such swap transaction and pricing data to Participants 

and their Authorized Users no earlier than the time it transmits such information to 

an SDR and in a form that does not disclose the identities, or otherwise facilitate the 

identification, of the Participants who caused their PFIs to enter into the Trade on the 

Axe FX Trading Platform. Appendix A to Part 43 sets forth the data fields required 

for the reporting of Required Swap Creation Data.

(c) The Company shall publish information as required by CFTC Regulation 37.901 

(General Requirements).

(d) The Company may make available to Participants an indicative, non-attributed 

pricing page on the Axe FX Trading Platform for certain types of Swaps of the most 

commonly traded tenors within such type of Swap.

(e) If the Company becomes aware of an error or omission in the swap transaction and 

pricing data, including the Required Swap Creation Data, reported to an SDR or any 

swap data the Company is required to report to an SDR, Participant, PFI, or the 

CFTC, either directly or by notification from either Participant whose PFI entered into 

a Trade on the Axe FX Trading Platform for the swap transaction with the error or 

omission (or their PFIs), the Company shall follow the procedures on trade review 

noted in Rule 407(b) and the procedures on trading errors and omissions in Rule 

407(c) to confirm the error or omission. If necessary, the Company may request the 

relevant Participant or PFI to submit corrected data to the Company. The Company 

shall promptly submit, as soon as technologically practicable after discovery, the

corrected data to the same SDR, Participant, PFI, or the CFTC, as applicable, in the 

same format as the erroneous or omitted data was originally reported.
(i) If a Participant or PFI becomes aware of an error or omission in the swap 

transaction and pricing data, including the Required Swap Creation Data, 

before the Company, such Participant or PFI must follow the procedures 

listed in Rule 407(c) and Rule 502(c). 
Rule 404.A

Order Book

(a) Participants shall have the ability to post Orders on the Order Book in any Swap 

offered on the Axe FX Trading Platform in accordance with these Rules, for its own 

account or the account of any Client Account for whom it acts. 

(b) The execution functionality of the Order Book requires a Participant to execute the 

Order with the best displayed price in the time priority such Order was entered into 

the Order Book.
Rule 404.B

RFQ

The Axe FX Trading Platform may provide for an RFQ system for the following types of 

RFQs:

(a) RFQ for Permitted Transactions. For Permitted Transactions, an RFQ requester may 

select one or more RFQ recipients eligible to receive such RFQ.
Rule 404.C

Procedures Relating to Transactions in Swaps

(a) The Company may, in its sole discretion, adopt procedures relating to transactions 

in Swaps and the types of RFQs that may be sent or Orders that may be entered on 

the Axe FX Trading Platform with respect to any Swap (which shall be set by the 

Company from time to time and published on the SEF), including establishing limits 

or minimums on the number and/or size of RFQs or Orders that may be submitted 

by a Participant through the Axe FX Trading Platform or subject to these Rules, and 

establishing minimum price-quoting increments for each Swap.

(i) Participants shall be subject to all applicable Limits listed in their Limits notice

(e.g., product restrictions and trade volume limits).

(ii) Nothing in this Rulebook, a Participant Agreement, or the PFI Facilitation 

Agreement shall be deemed to constitute a partnership between the 

Company, the PFIs and the Participants (or any subset thereof), or constitute 

one such Person acting as the agent of another such Person, except where 

expressly set out therein.

(b) Any amendments to the procedures described in this Rule 404.C will be made 

pursuant to Part 40 of the CFTC Regulations.
Rule 404.D

Pre-Execution Communications

(a) Pre-Execution Communications with respect to Trades entered into through the 

Order Book shall be prohibited.

(b) Pre-Execution Communications are permitted with respect to Trades entered into 

through the Axe FX Trading Platform’s RFQ system in accordance with Rule 404.B.
Rule 405

Modification or Cancellation of Orders

Any Order that has been entered into the Axe FX Trading Platform may be modified or 

cancelled unless and until a Trade is entered into or the Order otherwise expires. 

A cancellation shall become effective only upon acceptance by the Axe FX Trading Platform 

of a “Cancel Order,” with respect to the original Order prior to the expiration of such Order 

or entering into of a Trade. The Axe FX Trading Platform shall indicate or the Company shall 

otherwise communicate that a cancellation is successful.

The Company will not submit or agree to submit a cancelation or correction for the purposes 

of re-reporting swap transaction and pricing data, including Required Swap Creation Data, 

in order to gain or extend a delay in public dissemination of accurate Swap transaction or 

pricing data or to otherwise evade the reporting requirements of Part 43 or Part 45 of CFTC 

Regulations.

If the Company modifies or cancels an Order under this Rule 405, it will do so in good faith 

and in a commercially reasonable manner and will provide written notice of such modification 

or cancellation to the affected Participants and PFIs. Nothing in this Rule shall in any way 

limit the authority of the Company to take action in response to an Emergency pursuant to 

Rule 412.
Rule 406

Information Regarding Orders

The Company will make information from the Axe FX Trading Platform available to 

Participants and other Persons at such times and in such manner (whether through the Axe 

FX Trading Platform, financial information services or otherwise) as it may be required by 

Applicable Law, including, but not limited to CFTC Regulation 37.900 (Timely Publication of 

Trading Information), provided that SEF Data and other information related to a Participant,

Authorized User, Client Account or PFI, as applicable, shall not be disclosed by the Company 

unless permitted by these Rules or Applicable Law, including CFTC Regulation 37.7 

(Prohibited Use of Data Collected for Regulatory Purposes). Each Participant or other 

Person receiving any such information may redistribute such information only to such extent 

and in such manner as may be permitted by the Company in writing from time to time.
Rule 407

Price Adjustments, Cancellations and Review of Executed Orders by the Company

(a) Adjustment and Cancellation Authority.

The Company may adjust trade prices or cancel executed orders, solely in 

accordance with published policies of the Company, when such action is 

necessary to mitigate market disrupting events caused by: (i) improper conduct 

such as market manipulation or clearly erroneous trading behavior (e.g., fat finger 

entries) or (ii) malfunctions in the Company’s systems. If the Company takes any 

action pursuant to this Rule 407(a), it will do so in a commercially reasonable 

manner, considering whether such price adjustment or cancellation will adversely 

impact market integrity, facilitate market manipulation or other illegitimate activity, 

or otherwise violate the Rules or Applicable Law, and it will give prompt notice and 

in any event will use good faith, commercially reasonable efforts to provide any

affected Participants and PFIs with reasonable prior notice and, where required by 

Applicable Law (including CFTC Regulation 37.405 (Risk Controls for Trading)), to 

obtain consent to such adjustment or cancellation. Participants shall be responsible 

for obtaining any required consent to such adjustment or cancellation from their 

Client Account(s), if applicable.

(b) Review of Trades Generally.

Subject to Rule 407(c), the Company may initiate a review of a Trade based on its 

analysis of market conditions or in response to a request for review by a Participant. 

Such request for review must be made as soon as practicable but in no event after 

the end of the business day in which such Trade took place. The Company shall 

promptly determine whether the Trade will be subject to review and, upon deciding 

to review the Trade, the Company will promptly issue an alert to the affected 

Participants and PFIs indicating that the Trade is under review. In the case of a Trade 

determined by the Company to be illiquid, the Company may initiate a review on its 

own initiative if it determines that the trade price was significantly out of line with 

prices in the market at the time of such transaction (based on pricing data that is 

readily available to the Company). In the course of its review of any Trade, the 

Company may, but is not obligated to, inform any of the affected Participants and 

PFIs the identity and contact information of the other affected Participant and PFI.

(c) Trading Errors or Omissions.

The Company provides a Help Desk telephone number (US: +1-332-282-1751; UK: 

+44-20-4551-8237) and email address (support@spectraxe.com) to report any 

errors or omissions. Upon receipt of a report of an error or omission, the Company

shall follow the procedures on trade review noted in Rule 407(b) to confirm that an 

error or omission has occurred. If the error or omission is confirmed, the Company 

shall promptly submit as soon as technologically practicable after discovery corrected 

data to the same SDR that the erroneous or omitted data was originally reported, in 
the same format as the erroneous or omitted data was originally reported, pursuant 

to Rule 403(e). The Company shall also contact all affected Participants and PFIs to 

confirm the error or omission. If the error or omission is not confirmed, the Company 

contacts the Person that provided the notice to notify the Person that there will be no 

correction to the data previously reported to the SDR.

(d) PFI Cancellation or Modification.

(i) A PFI shall have the right to request a cancellation or modification of any 

Trade:

(A) that is executed in excess or in violation of a Limit set by the PFI, 

including a Limit on the aggregate exposure it has to another PFI; or

(B) that is executed by or with a Person that was not authorized by the 

PFI under the relevant PFI/Participant Trading Documentation. 

(ii) A PFI must request the cancellation or modification by sending a notice to the 

Company that states the UTI of the Trade (if any) and the reason for 

cancellation or modification. If the Company determines that the cancellation 

or modification satisfies the conditions of this Rule, the Company will cancel 

or modify the Trade.

(A) Alternatively, a PFI may request the cancellation or modification of a 

Trade by contacting the Help Desk.

(iii) If the Company modifies or cancels a Trade under this Rule 407(d), it will do 

so in good faith and in a commercially reasonable manner and will provide 

written notice of such modification or cancellation to the affected Participants 

and PFIs. Nothing in this Rule shall in any way limit the authority of the 

Company to take action in response to an Emergency pursuant to Rule 412.
Rule 408

Position Limits

(a) To reduce the potential threat of market manipulation or congestion, the Company 

may adopt for each of the contracts of the Axe FX Trading Platform, as is necessary 

and appropriate, position limitations. The Company may grant exemptions from 

position limits, as it may determine to be necessary and appropriate, in accordance 

with CFTC Regulations (including notice provisions consistent with Applicable Law, 

such as CFTC Regulations 40.5(a)(6) (Voluntary Submission of Rules for 

Commission Review and Approval) and 40.6(a)(2) (Self-Certification of Rules) and 

CFTC Regulations 37.600 (Position Limits or Accountability) and 37.601 (Additional 

Sources for Compliance)). This Rule 408 shall apply in the event that the Company 

does adopt any such position limits, which limits will be included in these Rules, if 

adopted, and prior notice of any such adoption will be provided as a Notice to 

Participants consistent with Rule 310 and in accordance with Applicable Law 

(including notice provisions consistent with Applicable Law, including CFTC 

Regulations 40.5(a)(6) and 40.6(a)(2). The Company will monitor all such position 

limits for whether they meet or exceed reportable levels. The Company shall 

continually assess whether additional position limits are necessary, appropriate, and 

should be adopted. 

(b) A Person seeking an exemption from position limits, including limits established 

pursuant to a previously-approved exemption, must file the required application with 

the Compliance Department and receive approval prior to exceeding such limits. 

Notwithstanding the foregoing, a Person who establishes an exemption-eligible

position in excess of position limits and files the required application with the 

Company shall not be in violation of this Rule provided the filing occurs within one 

business day after assuming the position. In the event the positions in excess of the 

limits are not deemed to be exemption-eligible, such Person will be in violation of 

position limits for the period of time in which the excess positions remained open.

The application must be in the form and manner prescribed by the Compliance 

Department and, at a minimum, must: (i) provide a description of the exemption 

sought, including whether the exemption is for bona fide hedging positions as 

defined in CFTC Regulation 1.3 (Definitions), risk management positions or 

arbitrage/spread positions; (ii) provide a complete and accurate explanation of the

underlying exposure related to the exemption request; (iii) agree to promptly provide, 

upon request by the Compliance Department, information or documentation 

regarding the Person’s exemption application; (iv) agree to comply with all terms, 

conditions or limitations imposed by the Compliance Department with respect to the 

exemption; (v) agree that the Compliance Department may modify or revoke the 

exemption at any time; (vi) agree to initiate and liquidate positions in an orderly 

manner; and (vii) agree to promptly submit a supplemental statement to the 

Compliance Department whenever there is a material change to the information 

provided in the most recent application.
(c) Pursuant to Section 4a(a) of the CEA, the CFTC may also from time to time establish 

position limits for Swaps traded pursuant to these Rules. For any Swap subject to a 

position limit set by the CFTC, the Company shall not set its position limit at a level 

higher than the CFTC’s limit.

(d) In the event that a Person is found to be in violation of a position limit, nothing in this 

Rule shall in any way limit the authority of the Company to take lawful and appropriate 

action in response to such violation. Such actions may include, but are not limited to, 

any of the summary suspension actions described in Rule 717(a)(i)-(iii). 

(e) Nothing in this Rule shall in any way limit the authority of the Company to take action 

in response to an Emergency or the authority of the Company to review at any time 

any position owned or controlled by any Person and, as the Company may deem 

necessary to comply with Applicable Law (including CFTC Regulations 37.600 

(Position Limits or Accountability) and 37.601 (Additional Sources for Compliance)), 

to direct that such position be reduced to the position limit provided by the Company.
Rule 409

Position Accountability

To reduce the potential threat of market manipulation or congestion, the Company shall 

adopt for each of the contracts of the Axe FX Trading Platform, as is necessary and 

appropriate, position accountability levels, in accordance with CFTC Regulations (including 

notice provisions consistent with Applicable Law, such as CFTC Regulations 40.5(a)(6) 

(Voluntary Submission of Rules for Commission Review and Approval) and 40.6(a)(2) (SelfCertification of Rules) and CFTC Regulations 37.600 (Position Limits or Accountability) and 

37.601 (Additional Sources for Compliance)). Upon adoption of position accountability levels 

by the Company, a Person who holds or controls aggregate positions in a Swap in excess 

of such position accountability levels relating to that Swap shall be subject to the following 

provisions:

(a) Such Person shall provide, in a timely manner upon request by the Compliance 

Department, information regarding the nature of the position, trading strategy, and 

hedging information if applicable;

(b) Such Person shall, if so ordered by the Compliance Department, acting in its 

discretion, liquidate or not increase further the positions which exceed such levels;

(c) Such positions must be initiated and liquidated in an orderly manner;

(d) This Rule 409 shall not limit the jurisdiction of the Company to take action that it 

determines necessary or appropriate in respect of any positions on the Axe FX 

Trading Platform; and

(e) Upon request, such Person must provide the Compliance Department with 

information, in a form and manner acceptable to the Compliance Department, 

identifying the owner, any controlling parties and any additional required information 

for each reportable account.
Rule 412

Emergencies

(a) Emergency Defined. The term “Emergency” means any occurrence or circumstance 

that, in the opinion of the Board, the CEO, COO or CCO requires immediate action 

and threatens or may threaten the fair and orderly trading in, the liquidation of, or the 

delivery pursuant to any Swap traded pursuant to these Rules. An Emergency may 

include any of the following:

(i) Any manipulative activity or attempted manipulative activity;

(ii) Any actual, attempted or threatened corner, squeeze, congestion or undue 

concentration of positions;

(iii) Any circumstance that may materially affect the performance of Swaps, 

including failure of the payment system or the bankruptcy or insolvency of 

any Participant or PFI;

(iv) Any action taken by the U.S. federal or any foreign government, any other 

governmental body, or any other entity or trading facility (foreign or domestic), 

in each case that may have a direct impact on the clearing, settling or trading 

activities made on the Axe FX Trading Platform or pursuant to the Rules of 

this SpectrAxe Rulebook; and

(v) Any circumstance that may have a severe, adverse effect upon the 

functioning of the Axe FX Trading Platform.

(b) Emergency Authority. In the event of an Emergency, the COO or any individual 

designated by the COO and approved by the Board may place into immediate effect 

a temporary emergency addition to these Rules that may provide for, or may 

authorize, the Board or any committee thereof to undertake actions necessary or 

appropriate to respond to the Emergency, including such actions as:

(i) imposing or modifying position limits, price limits or intraday market 

restrictions;

(ii) ordering the liquidation or transfer of open positions in any Swap;

(iii) ordering the fixing of a settlement price of any Swap;

(iv) extending, limiting or changing the Trading Hours or expiration date in respect 

of one or more Swaps;

(v) suspending or curtailing trading, or limiting trading to liquidation only, in any 

or all Swaps;
(vi) transferring Swap contracts and associated margin, or altering any Swap’s 

settlement terms or conditions;

(vii) modifying or suspending any provision of these Rules; and/or

(viii) taking market actions as may be directed by the CFTC.

(c) Any action placed into effect in accordance with Rule 412(b) shall be reviewed by the 

Board as soon as practicable under the circumstances and may be revoked, 

suspended or modified by the Board.

(d) Any action placed into effect in accordance with Rule 412(b) must be consistent with 

the requirements of the PFI Facilitation Agreement to the fullest extent allowed by 

Applicable Law. 

(e) Physical Emergency. If, in the judgment of the CEO, the COO, or any individual 

designated by the CEO or the COO and approved by the Board, the physical 

functions of the Axe FX Trading Platform are, or are threatened to be, severely and 

adversely affected by a physical emergency, such Person shall have authority to 

take such action as he may deem necessary or appropriate to respond to such 

physical emergency, including closing the Axe FX Trading Platform, delaying the 

opening of trading in one or more Swaps or suspending trading in or extending 

Trading Hours for one or more Swaps. In the event that any action has been taken 

pursuant to the immediately preceding sentence, any Person who is authorized to 

take such action may order the removal of any restriction previously imposed 

pursuant to such sentence, upon a determination by such Person that the physical 

emergency that gave rise to such restriction has sufficiently abated to permit the 

physical functions of the Axe FX Trading Platform to

continue in an orderly manner. Any Order, RFQ or response to an RFQ made during the 

physical emergency by any Person shall be subject to review, modification or 

reversal by the Board. In the event that trading is suspended in any or all Swaps, any 

unexecuted Orders, RFQs or responses to RFQs for the suspended Swaps that are 

currently resting in the Axe FX Trading Platform will automatically be cancelled and 

must be resubmitted upon resumption of trading in the affected Swaps.

(f) Notification and Recording.

(i) The Company will use reasonable efforts to notify the CFTC prior to 

implementing, modifying or terminating a rule pursuant to this Rule 412 (an 

“Emergency Rule”). If such prior notification is not practicable, the Company 

will notify the CFTC as soon as reasonably practicable, but in all 

circumstances within 24 hours of the implementation, modification or 

termination of such Emergency Rule.

(ii) Whenever the Company takes action pursuant to this Rule 412 to respond to 

an Emergency, it will ensure that prompt notice is given to Participants as 

soon as practicable. Participants shall be responsible for informing their 
Authorized Users and Client Accounts, as applicable, of such notice. 

Although the Company will send prompt notice to the PFIs, it is ultimately the 

Participant’s responsibility to ensure that its PFI is informed of such notice. 

The Company shall not be responsible or liable for the failure of any 

Authorized User, Client Account or PFI to be informed of such notice. 

(iii) Upon taking any action in response to an Emergency, the Company shall 

document the decisions and deliberations related to such action, and such 

documentation will be maintained for at least five years following the date on 

which the Emergency ceases to exist or to affect the Company. Under 

Section (a)(2) of the Guidance to Core Principle 8 for Part 37 of the CFTC 

Regulations, the Company will promptly notify the CFTC of its exercise of 

emergency action, explaining its decision-making process, the reasons for 

using its emergency authority, and how conflicts of interest were minimized, 

including the extent to which the Company considered the effect of its 

emergency action on the underlying markets and on markets that are linked 

or referenced to the contracts traded on its facility, including similar markets 

on other trading venues. Information on all regulatory actions carried out 

pursuant to the Company’s emergency action shall be included in a timely 

submission of a certified rule pursuant to Part 40 of the CFTC Regulations.

(iv) When the Company determines that the Emergency has been reduced 

sufficiently to allow the Company to resume normal functioning, any such 

actions will be modified or terminated, as appropriate, and notice, when 

practicable, will be given to Participants. Participants shall be responsible

for informing their Authorized Users and Client Accounts, as applicable, of such 

notice. Although the Company will send notice to the PFIs, it is ultimately the 

Participant’s responsibility to ensure that its PFI is informed of such notice. 

The Company shall not be responsible or liable for the failure of any 

Authorized User, Client Account or PFI to be informed of such notice.

(g) Conflicts of Interest. The conflict of interest provisions set forth in Rule 213 and the 

related documentation requirements set forth in Rule 213(d) shall apply, with any 

such modifications or adaptations as may be necessary or appropriate under the 

circumstances, to the taking of any action under this Rule 412 by the CEO, the COO 

or their respective designee.

(h) If the Emergency is related to a Swap that is fungible with financial products traded 

on another swap execution facility or a designated contract market, the Company will 

endeavor to coordinate its response with any directions received from the CFTC.
Rule 413

LIMITATION OF LIABILITY

(a) EXCEPT AS OTHERWISE PROVIDED IN THIS RULE OR SEPARATE 

CONTRACT, INCLUDING THE PFI FACILITATION AGREEMENT, NEITHER THE 

COMPANY, NOR ANY AFFILIATE OF THE COMPANY, NOR ANY OF THEIR 

RESPECTIVE MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, EQUITY 

HOLDERS, AGENTS, CONSULTANTS OR SERVICE PROVIDERS (INCLUDING 

ANY REGULATORY SERVICES PROVIDER), NOR ANY MEMBER OF ANY 

COMMITTEE OR OTHER GOVERNING BODY OF ANY AFFILIATE OF THE 

COMPANY (EACH OF THE FOREGOING, AS APPLICABLE, THE “DISCLAIMING 

PARTY” AND, COLLECTIVELY, “DISCLAIMING PARTIES”), SHALL BE LIABLE TO 

ANY PERSON FOR ANY LOSSES ARISING OUT OF OR IN CONNECTION WITH:

(i) ANY FAILURE, MALFUNCTION, FAULT IN DELIVERY, DELAY, 

OMISSION, SUSPENSION, INACCURACY, INTERRUPTION, 

TERMINATION, OR ANY OTHER EVENT, IN CONNECTION WITH THE 

FURNISHING, PERFORMANCE, OPERATION, MAINTENANCE, USE 

OF OR INABILITY TO USE ALL OR ANY PART OF THE AXE FX 

TRADING PLATFORM OR ANY OTHER SYSTEMS AND SERVICES OF 

THE COMPANY, OR SERVICES, EQUIPMENT OR FACILITIES USED 

TO SUPPORT SUCH SYSTEMS AND SERVICES, INCLUDING 

WITHOUT LIMITATION, ELECTRONIC ORDER ENTRY AND DELIVERY, 

TRADING THROUGH ANY ELECTRONIC MEANS, ELECTRONIC 

COMMUNICATION OF MARKET DATA OR INFORMATION, 

WORKSTATIONS USED BY PARTICIPANTS AND AUTHORIZED 

USERS, PRICE REPORTING SYSTEMS AND ANY AND ALL 

TERMINALS, COMMUNICATIONS NETWORKS, CENTRAL

COMPUTERS, SOFTWARE, HARDWARE AND FIRMWARE RELATING 

THERETO; OR

(ii) ANY FAILURE OR MALFUNCTION, FAULT IN DELIVERY, DELAY, 

OMISSION, SUSPENSION, INACCURACY, INTERRUPTION OR 

TERMINATION, OR ANY OTHER EVENT, OF ANY SYSTEM OR SERVICE 

OF THE COMPANY, OR SERVICES, EQUIPMENT OR FACILITIES USED 

TO SUPPORT SUCH SYSTEMS OR SERVICES, CAUSED BY ANY THIRD 

PARTIES INCLUDING, BUT NOT LIMITED TO, INDEPENDENT 

SOFTWARE VENDORS AND NETWORK PROVIDERS; OR

(iii) ANY ERRORS OR INACCURACIES IN INFORMATION PROVIDED BY THE 

COMPANY OR ANY OF THE COMPANY’S SYSTEMS, SERVICES OR 

FACILITIES; OR

(iv) ANY UNAUTHORIZED ACCESS TO OR UNAUTHORIZED USE OF ANY 

OF THE COMPANY’S SYSTEMS, SERVICES, EQUIPMENT OR 

FACILITIES BY ANY PERSON; OR
(v) ANY FAILURE OR ACCEPTANCE OF A TRADE BY A PARTICIPANT OR 

PFI; OR

(vi) ANY BREACH OR FAILURE BY A PFI TO COMPLY WITH THE TERMS OF 

THE PFI FACILITATION AGREEMENT; OR

(vii) ANY BREACH OR FAILURE BY A PARTICIPANT OR PFI TO COMPLY 

WITH THE TERMS OF THE APPLICABLE PARTICIPANT AGREEMENT OR 

LIMITS NOTICE (OR SIMILAR AUTHORIZATION OF A PARTICPANT BY A 

PFI).

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER A CLAIM 

IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE, 

STRICT LIABILITY AND NEGLIGENT MISREPRESENTATION), RESTITUTION, 

BREACH OF STATUTORY DUTY, BREACH OF WARRANTY OR OTHERWISE 

AND WITHOUT REGARD TO WHETHER THE CLAIM IS BROUGHT DIRECTLY 

OR AS A THIRD-PARTY CLAIM, UNLESS THE DISCLAIMING PARTY HAS BEEN 

FINALLY ADJUDICATED BY A COURT OF COMPETENT JURISDICTION TO 

HAVE ENGAGED IN FRAUD, GROSS NEGLIGENCE OR WILLFUL 

MISCONDUCT.

THE FOREGOING LIMITATION OF LIABILITY SHALL BE SUBJECT TO THE 

COMMODITY EXCHANGE ACT AND REGULATIONS THEREUNDER.

(b) EXCEPT AS OTHERWISE PROVIDED IN THIS RULE OR SEPARATE 

CONTRACT, INCLUDING THE PFI FACILITATION AGREEMENT, THERE ARE 

NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS 

PROVIDED BY THE COMPANY OR ANY OTHER DISCLAIMING PARTIES 

RELATING TO ANY SYSTEMS OR SERVICES OF THE

COMPANY OR SERVICES AND THE EQUIPMENT OR FACILITIES USED TO SUPPORT 

SUCH SYSTEMS OR SERVICES, INCLUDING THE AXE FX TRADING 

PLATFORM, AND THE COMPANY HEREBY SPECIFICALLY DISCLAIMS, 

OVERRIDES AND EXCLUDES, TO THE FULLEST EXTENT PERMITTED BY LAW, 

ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, 

FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES, 

CONDITIONS, OTHER CONTRACTUAL TERMS, REPRESENTATIONS, 

INDEMNITIES AND GUARANTEES WITH RESPECT TO THE SERVICES, 

WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW, CUSTOM, 

PRIOR ORAL OR WRITTEN STATEMENTS BY THE COMPANY OR ANY OTHER 

DISCLAIMING PARTY OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, AS 

TO TITLE, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, 

UNINTERRUPTED USE, NON-INFRINGEMENT, TIMELINESS, TRUTHFULNESS, 

SEQUENCE AND ANY IMPLIED WARRANTIES, CONDITIONS AND OTHER 

CONTRACTUAL TERMS ARISING FROM TRANSACTION USAGE, COURSE OF 

DEALING OR COURSE OF PERFORMANCE) RELATING TO ANY SYSTEMS OR 

SERVICES OF THE COMPANY OR SERVICES, EQUIPMENT OR FACILITIES 
USED TO SUPPORT SUCH SYSTEMS OR SERVICES, INCLUDING THE AXE FX 

TRADING PLATFORM.

(c) EXCEPT AS OTHERWISE PROVIDED IN THIS RULE OR SEPARATE 

CONTRACT, INCLUDING THE PFI FACILITATION AGREEMENT, UNLESS THE 

COMPANY HAS BEEN FINALLY ADJUDICATED BY A COURT OF COMPETENT 

JURISDICTION TO HAVE ENGAGED IN FRAUD, GROSS NEGLIGENCE OR 

WILLFUL MISCONDUCT, THE COMPANY’S TOTAL COMBINED AGGREGATE 

LIABILITIES SHALL NOT EXCEED $100,000 FOR ALL LOSSES FROM ALL 

CAUSES SUFFERED BY ALL PERSONS ON A SINGLE DAY; $200,000 FOR 

ALL LOSSES SUFFERED BY ALL PERSONS FROM ALL CAUSES IN A SINGLE 

CALENDAR MONTH; AND $1,000,000 FOR ALL LOSSES FROM ALL CAUSES 

SUFFERED BY ALL PERSONS IN A SINGLE CALENDAR YEAR. IF THE 

NUMBER OF ALLOWED CLAIMS ARISING OUT OF ANY FAILURES OR 

MALFUNCTIONS ON A SINGLE DAY OR SINGLE MONTH CANNOT BE FULLY 

SATISFIED BECAUSE OF THE ABOVE DOLLAR LIMITATIONS, ALL SUCH 

CLAIMS SHALL BE LIMITED TO A PRO RATA SHARE OF THE MAXIMUM 

AMOUNT FOR THE RESPECTIVE PERIOD. IN NO EVENT SHALL THE TOTAL 

COMBINED AGGREGATE LIABILITY OF THE DISCLAIMING PARTIES FOR ALL 

CLAIMS ARISING OUT OF ANY FAILURES, MALFUNCTIONS, FAULTS IN 

DELIVERY, DELAYS, OMISSIONS, SUSPENSIONS, INACCURACIES, 

INTERRUPTIONS, TERMINATIONS OR ANY OTHER CAUSES IN 

CONNECTION WITH THE FURNISHING, PERFORMANCE, OPERATION, 

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

OF THE COMPANY’S SYSTEMS OR SERVICES, OR SERVICES, EQUIPMENT 

OR FACILITIES USED TO SUPPORT SUCH SYSTEMS OR SERVICES,

INCLUDING THE AXE FX TRADING PLATFORM, OR THE NEGLIGENCE OF THE 

COMPANY OR ANY DISCLAIMING PARTY EXCEED $1,000,000 IN ANY GIVEN 

CALENDAR YEAR.

(d) EXCEPT AS OTHERWISE PROVIDED IN THIS RULE OR SEPARATE 

CONTRACT, INCLUDING THE PFI FACILITATION AGREEMENT, UNDER NO 

CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO A PARTICIPANT, PFI, 

AUTHORIZED USER, CLIENT ACCOUNT OR ANY OTHER PERSON FOR ANY 

INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY LOSS OR 

PUNITIVE DAMAGES OF ANY KIND, REGARDLESS OF WHETHER SUCH 

LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, 

BREACH OF WARRANTIES OR OTHERWISE, INCLUDING, WITHOUT 

LIMITATION, ANY LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED 

PROFITS, LOSS OF CONTRACTS, LOSS OF THE USE OF MONEY, LOSS OF 

ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS 

OF MARKET SHARE, LOSS OF GOODWILL, LOSS OF REPUTATION OR LOSS 

OF, DAMAGE TO OR CORRUPTION OF DATA, HOWEVER SUFFERED OR 

INCURRED, REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED 

OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER SUCH DAMAGES 

OTHERWISE COULD HAVE BEEN FORESEEN OR PREVENTED.
(e) EXCEPT AS OTHERWISE PROVIDED IN THIS RULE OR SEPARATE 

CONTRACT, INCLUDING THE PFI FACILITATION AGREEMENT, UNDER NO 

CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR THE ACTS, ERRORS 

OR OMISSIONS OF ANY THIRD PARTY, INCLUDING ANY MARKET DATA 

VENDOR, SDR OR DCO.

(f) [RESERVED].

(g) EXCEPT AS OTHERWISE PROVIDED IN THIS RULE OR SEPARATE 

CONTRACT, INCLUDING THE PFI FACILITATION AGREEMENT, ANY 

DISPUTE ARISING OUT OF THE USE OF THE SYSTEMS OR SERVICES OF 

THE COMPANY OR SERVICES, EQUIPMENT, OR FACILITIES USED TO 

SUPPORT SUCH SYSTEMS OR SERVICES, INCLUDING THE AXE FX 

TRADING PLATFORM, IN WHICH ONE OR MORE DISCLAIMING PARTIES IS 

A PARTY SHALL BE ARBITRATED PURSUANT TO THESE RULES IN 

CHAPTER 8, AND REFERENCES IN CHAPTER 8 TO A “PARTICIPANT” SHALL, 

TO THE EXTENT RELEVANT, BE DEEMED FOR SUCH PURPOSE TO MEAN 

AND INCLUDE THE DISCLAIMING PARTIES. ANY SUCH CLAIM AGAINST A 

DISCLAIMING PARTY SHALL BE BROUGHT WITHIN ONE YEAR FROM THE 

TIME THAT A CAUSE OF ACTION HAS ACCRUED. THIS PARAGRAPH (F) 

SHALL IN NO WAY BE CONSTRUED TO CREATE A CAUSE OF ACTION AND 

SHALL NOT AUTHORIZE AN ACTION THAT WOULD OTHERWISE BE 

PROHIBITED BY THESE RULES. IF, FOR ANY REASON, A COURT OF 

COMPETENT JURISDICTION FINDS THAT A DISPUTE

IS NOT ARBITRABLE, SUCH DISPUTE MAY BE LITIGATED ONLY IN ACCORDANCE 

WITH RULE 1112.

(h) EXCEPT AS OTHERWISE PROVIDED IN THIS RULE OR SEPARATE 

CONTRACT, NO PFI OR ITS AFFILIATES; DIRECTORS, OFFICERS, 

EMPLOYEES, CONTRACTORS, AGENTS AND NOMINEES; OR THE 

DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND 

NOMINEES OF ITS AFFILIATES SHALL BE LIABLE FOR ANY LOSS INCURRED 

OR SUFFERED BY A PARTICIPANT BY ENTERING INTO A TRADE. NO PFI OR 

ITS AFFILIATES; DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, 

AGENTS AND NOMINEES; OR THE DIRECTORS, OFFICERS, EMPLOYEES, 

CONTRACTORS, AGENTS AND NOMINEES OF ITS AFFILIATES SHALL BE 

LIABLE FOR ANY LOSS INCURRED OR SUFFERED BY A PARTICIPANT 

RESULTING FROM ANY ACT OR OMISSION, INCLUDING WILLFUL DEFAULT, 

OF THE AXE FX TRADING PLATFORM OR ANY OTHER PARTICIPANT OR 

AUTHORIZED USER ON THE AXE FX TRADING PLATFORM

(i) EXCEPT AS OTHERWISE PROVIDED IN THIS RULE OR SEPARATE 

CONTRACT, NO PFI OR ITS AFFILIATES; DIRECTORS, OFFICERS, 

EMPLOYEES, CONTRACTORS, AGENTS AND NOMINEES; OR THE 

DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND 

NOMINEES OF ITS AFFILIATES SHALL HAVE ANY LIABILITY FOR ANY 
INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OR FOR LOSS OF 

PROFITS, LOSS OF GOODWILL, OR LOSS OF BUSINESS OPPORTUNITY.

(j) NO PFI SHALL BE LIABLE FOR THE ACCURACY OR REASONABLENESS OF 

ANY DUES, ASSESSMENTS, COMMISSIONS OR FEES THAT THE COMPANY 

MAY CHARGE A PARTICIPANT.
Rule 414

Requirements for Persons Submitting Orders, RFQs and Responses to RFQs

(a) Each Order, RFQ or response to an RFQ submitted to the Axe FX Trading Platform

shall be submitted under the applicable User ID of the Authorized User for the 

Participant entering or intermediating such Order, RFQ or response to an RFQ.

Each Order, RFQ or response to an RFQ submitted to the Axe FX Trading Platform

shall include information identifying the relevant Swap (including the delivery or 

expiry month), price, notional amount of the Swap, correct CTI code (as described in 

Rule 615), buy or sell, appropriate account designation, and Order type, and any 

other information necessary for the Company to satisfy its reporting obligations 

pursuant to Rule 403.

(b) Each Order, RFQ or response to an RFQ submitted to the Axe FX Trading Platform

shall include the following information for the Participant entering or intermediating 

such Order, RFQ or response to an RFQ (to the extent such information is not 

otherwise pre-populated), pursuant to CFTC Regulation 45.8(h)(1) (Determination of 

which Counterparty shall Report):

(i) the Legal Entity Identifier of such Participant;

(ii) a yes/no indication of whether such Participant is a Swap Dealer with respect 

to the Swap for which the Order, RFQ or response to an RFQ is placed;

(iii) a yes/no indication of whether such Participant is a Major Swap Participant 

with respect to the Swap for which the Order, RFQ or response to an RFQ is 

placed;

(iv) a yes/no indication of whether such Participant is a financial entity (as defined 

in Section 2(h)(7)(C) of the CEA);

(v) a yes/no indication of whether such Participant is a U.S. person; and

(vi) if applicable, an indication of whether such Participant will elect the clearing 

requirement exception in Section 2(h)(7) of the CEA for any Swap resulting 

from the Order, RFQ or response to an RFQ.

(c) If a Trade will be allocated, then each Order, RFQ or response to an RFQ submitted 

to the Axe FX Trading Platform shall include the following information for the 

Participant entering or intermediating such Order, RFQ or response to an RFQ (to 

the extent such information is not otherwise pre-populated), pursuant to CFTC 

Regulation 45.8(h)(1)(vii):

(i) An indication that the Trade will be allocated;

(ii) The Legal Entity Identifier of the agent;
(iii) An indication of whether the Trade will be a post-allocation Swap; and

(iv) If the Trade will be a post-allocation Swap, the UTI of the initial swap 

transaction between the Reporting Counterparty and the agent.

(d) As used in this Rule 414, “financial entity,” “agent” and “U.S. person” have the 

meaning given those terms in the CEA, CFTC Regulations and exemptive or noaction relief or interpretive guidance issued by the CFTC or its staff, as applicable.
Rule 415

User IDs

(a) No Person may use a User ID to place any Order, RFQ or response to an RFQ 

except as permitted by these Rules, nor may any Person knowingly permit or assist 

with the unauthorized use of a User ID. Each Authorized User, Participant, PFI or 

any other Person that has been authorized to access the Axe FX Trading Platform

shall take reasonable measures to ensure that no assigned User ID is used by any 

Person not authorized by these Rules.

(b) No Person shall submit to the Axe FX Trading Platform any Order, RFQ or response 

to an RFQ using the User ID of any other Person, unless the Person submitting the 

Order, RFQ or response to an RFQ is an Authorized User for that Person.

(c) Each Participant, PFI or any other Person that has been authorized to access the 

Axe FX Trading Platform shall provide in writing to the Company and keep current 

such information as the Company may require concerning itself and each of its 

Authorized Users or any other Person it permits to have direct access, including 

Persons who have been granted Electronic Access, to the Axe FX Trading Platform

by using its User ID.

(d) Any request that the Company activate or deactivate a User ID shall be submitted in 

writing by a Designated Contact or Operational Contact of the relevant Participant or 

PFI in the manner provided for by the Company. The Company shall have no liability 

for any action or inaction due to its good faith reliance upon such a written request 

or for any communication system failure.

(e) Each Participant, PFI or any other Person that has been authorized to access the 

Axe FX Trading Platform shall notify the Compliance Department promptly upon 

becoming aware of:

(i) any unauthorized disclosure or use of any User ID assigned to it and of any 

other reason for deactivating a User ID assigned to it;

(ii) any unauthorized disclosure or use of any User ID assigned to its Authorized 

User and of any other reason for deactivating a User ID assigned to that 

Authorized User;

(iii) any unauthorized access to the Axe FX Trading Platform by any Person using 

a User ID assigned to it; or

(iv) any unauthorized access to the Axe FX Trading Platform by any Person using 

a User ID assigned to its Authorized User.
Rule 416

Designated Contact(s) and Operational Contact(s)

Each Participant and PFI shall identify in writing to the Company one or more Designated 

Contacts, as the Company may determine, who are authorized to receive Notices and other 

communications from the Company. 

Each Participant shall identify in writing to the Company one or more Operational Contacts, 

as the Company may determine.

A Participant or PFI must notify the Company in writing to change a Designated Contact or 

an Operational Contact.
Rule 417

Message Traffic

The Company may at any time restrict or establish utilization fees in respect of Message 

Traffic, either with respect to all or any Participants and Authorized Users in order to

safeguard the security or operations of the Axe FX Trading Platform, or to preserve market 

integrity, fair and orderly trading, or if otherwise in the public interest.
Rule 501

Duties and Responsibilities of Participants and their Authorized Users

(a) Each Participant and its Authorized Users, shall:

(i) use the Axe FX Trading Platform in a responsible manner and not for any 

improper purpose;

(ii) use the Axe FX Trading Platform only to conduct business that is subject to 

these Rules and in a manner consistent with these Rules;

(iii) comply with these Rules, submit to the jurisdiction of the Company to enforce 

these Rules and act in a manner consistent with these Rules;

(iv) observe high standards of market conduct, fair dealing, and just and equitable 

principles of trade while conducting or seeking to conduct any business 

connected with or concerning the Company;

(v) not knowingly mislead or conceal any material fact or matter required to be 

disclosed in any dealings or filings with the Company or in connection with a 

disciplinary proceeding; and

(vi) keep all User IDs, account numbers and passwords related to the Axe FX 

Trading Platform confidential.

(b) Participants shall comply with all applicable anti-spoofing policies for Swaps which 

the Company posts on the Axe FX Trading Platform or sets forth in Notices to 

Participants from time to time.
Rule 502

Required Notices

(a) Each Participant shall promptly notify the CCO upon becoming aware of any of the 

following events, in each case, with respect to the Participant’s status, and the status 

of its Authorized Users, which relates to or may affect its or their participation or 

conduct on the Axe FX Trading Platform:

(i) any material changes to information provided to the Company in connection 

with an application for Participant or Authorized User status;

(ii) any refusal of admission to any self-regulatory organization, or withdrawal of 

an application for membership or participant status in a self-regulatory 

organization, by the Participant or any of its Authorized Users;

(iii) any expulsion, suspension or fine in excess of $50,000 (whether through an 

adverse determination, voluntary settlement or otherwise) imposed on the 

Participant or any of its Authorized Users, by any self-regulatory organization;

(iv) any denial or withdrawal of an application for registration or license with 

respect to the Participant or any of its Authorized Users by or from any 

government agency or self-regulatory organization, and any revocation, 

suspension or conditioning of a registration or license granted by any 

government agency or self-regulatory organization to the Participant or any 

of its respective Authorized Users;

(v) the commencement of any judicial or administrative proceeding against the 

Participant or any of its respective Authorized Users by a government agency 

or the imposition of a fine in excess of $50,000, cease and desist order, denial 

of trading privileges, censure or other sanction or remedy (whether through 

an adverse determination, voluntary settlement or otherwise) imposed by any 

government agency or self-regulatory organization;

(vi) the indictment or conviction of, or any confession of guilt or plea of guilty or 

nolo contendere by the Participant or any of its Authorized Users, senior 

officers or principals for any felony or for any misdemeanor involving, arising 

from, or related to, the purchase or sale of any Swap or other financial 

instrument, or involving or arising from fraud or moral turpitude;

(vii) the bankruptcy or insolvency of the Participant or any of its Affiliates; and

(viii) the failure of any Participant to be an Eligible Contract Participant.

(b) Each PFI shall promptly notify the CCO upon becoming aware of any of the following 

events, in each case, with respect to the PFI’s status, and the status of its Authorized 
Users, which relates to or may affect its or their participation or conduct on the Axe 

FX Trading Platform:

(i) any material changes to information provided to the Company in connection 

with the information provided to the Company in the PFI Facilitation 

Agreement;

(ii) any refusal of admission to any self-regulatory organization, or withdrawal of 

an application for membership or participant status in a self-regulatory 

organization, by the PFI or any of its Authorized Users;

(iii) any expulsion, suspension or fine in excess of $250,000 (whether through an 

adverse determination, voluntary settlement or otherwise) imposed on the 

PFI or any of its Authorized Users, by any self-regulatory organization;

(iv) any denial or withdrawal of an application for registration or license with 

respect to the PFI or any of its Authorized Users by or from any government 

agency or self-regulatory organization, and any revocation, suspension or 

conditioning of a registration or license granted by any government agency 

or self-regulatory organization to the PFI or any of its respective Authorized 

Users;

(v) the commencement of any judicial or administrative proceeding against the 

PFI or any of its respective Authorized Users by a government agency or the 

imposition of a fine in excess of $250,000, denial of Trading Privileges, cease 

and desist order, censure or other sanction or remedy (whether through an 

adverse determination, voluntary settlement or otherwise) imposed by any 

government agency or self-regulatory organization;

(vi) the indictment or conviction of, or any confession of guilt or plea of guilty or 

nolo contendere by the PFI or any of its Authorized Users, senior officers or 

principals for any felony or for any misdemeanor involving, arising from, or 

related to, the purchase or sale of any Swap or other financial instrument, or 

involving or arising from fraud or moral turpitude;

(vii) the bankruptcy or insolvency of the PFI or any of its Affiliates; and

(viii) the failure of any PFI to be an Eligible Contract Participant.

(c) Each Participant and PFI shall review the Trade Communication issued pursuant to 

Rule 1101(b) as soon as practicable upon receipt. A Participant or PFI shall promptly 

notify the Company upon becoming aware of an error or omission in swap transaction 

and pricing data, including Required Swap Creation Data, for a Trade by contacting 

the Company pursuant to Rule 407. The Participant or PFI must submit to the 

Company the corrected or completed data as part of the notice.
In addition to notifying the Company, Participants that become aware of an error or 

omission in swap transaction and pricing data must promptly notify their PFI of the 

error or omission if they become aware of the error or omission before their PFI. PFIs 

that become aware of an error or omission in swap transaction and pricing data must 

promptly notify their Participants of the error or omission if they become aware of the 

error or omission before their relevant Participant, in addition to notifying the 

Company. If the PFI that becomes aware of the error or omission (whether on its own 

or due to notification from its Participant) is not the Reporting Counterparty (as 

determined by Rule 403(a)(vi)), such PFI must also notify the Reporting Counterparty 

of the error or omission pursuant to CFTC Regulations 43.3(e)(2) (Method and 

Timing for Real-time Public Reporting) and 45.14(a)(2)) (Correcting Errors in Swap 

Data and Verification of Swap Data Accuracy).
Rule 503

Books and Records; Cooperation in Proceedings

(a) Each Participant, PFI, Authorized User, and Client Account shall prepare and keep 

current all books, ledgers and other similar records (including, but not limited to, 

records of any such Person’s activity in the index or instrument used as a reference 

price, the underlying commodity, and related derivatives markets), in the manner

prescribed by the CEA, CFTC Regulations and these Rules and shall prepare and keep 

current such other books and records and adopt such forms as the Company may 

from time to time prescribe. Such books and records shall be made available to the 

Company and its authorized representatives, upon request during regular business 

hours, and the Company agrees to adhere to reasonable logical and physical access 

and security procedures of such Participant, PFI, Authorized User, and Client 

Account and, with respect to the CFTC, the Department of Justice and their 

respective authorized representatives, upon request in accordance with Applicable 

Law including CFTC Regulations 37.203 (Rule Enforcement Program) and 37.404 

(Ability to Obtain Information).

(b) Upon reasonable prior notice, the Company may require a Participant, PFI, 

Authorized User, or Client Account to furnish such information concerning the 

Participant’s, PFI’s, Authorized User’s, and Client Account’s business that is subject 

to these Rules as the Company deems necessary to enable it to perform its 

obligations under Applicable Law, including CFTC Regulations 37.203 and 37.404, 

including information relating to (i) Trades entered into pursuant to the Rules of this 

SpectrAxe Rulebook, including the information required under CFTC Regulation 

37.404(b); and (ii) information requested by a government agency relating to the 

Company and/or the Company’s compliance with Applicable Law that the Company 

believes is maintained by, or otherwise in the possession of, a Participant, PFI, 

Authorized User, or Client Account.

(c) All data and information provided to or obtained by the Company pursuant to this 

Rule 503 shall be subject to the confidentiality provisions in Rule 1106.
Rule 504

System Security

Each Participant and PFI shall (a) be solely responsible for controlling and monitoring the 

use of all User IDs issued to it and its Authorized Users by the Company, (b) ensure that 

each Person accessing the Axe FX Trading Platform using such User IDs is assigned a 

unique password and that each password is used only by the Person to whom it is assigned, 

and (c) notify the Company promptly upon becoming aware of any unauthorized disclosure 

or use of the User IDs or passwords or of any other reason for deactivating User IDs or 

passwords. 

Each Participant shall be bound by any actions taken through the use of its User IDs or 

passwords, including entering into Trades, whether or not such actions were authorized by 

such Participant or any of its Authorized Users or executed by any Person other than an 

Authorized User of such Participant, except to the extent that (a) Participant has notified the 

Company in writing that such User ID or password should be canceled or suspended and 

the Company has not taken appropriate actions within a reasonable time to cancel or 

suspend such User ID or password, or (b) unauthorized use of the User ID or password is 

the direct result of gross negligence or willful misconduct by the Company.
Rule 505

Front-End User Interface; Audit Trail

(a) Each Participant and PFI shall be solely responsible for ensuring that any front-end

interface connecting to the Axe FX Trading Platform that is not provided by the 

Company, and that is used by the Participant, its Authorized Users, or any other 

Person using its User IDs, maintains a routing/front-end audit trail for all Orders; 

RFQs; responses to RFQs, including entry, modification, cancellation and responses 

to such messages; and Trades entered into through any gateway to the Axe FX 

Trading Platform, including the times thereof to the highest level of precision 

achievable by the Participant’s or PFI’s operating system, but at least to the nearest 

second (“Audit Trail”). Data that is so captured must not be capable of being modified.

(b) Participants and PFIs shall maintain, or shall cause other third parties to whom they 

have provided connectivity to the Axe FX Trading Platform to maintain, Audit Trail 

data in the form and manner required by CFTC Regulations (including CFTC 

Regulation 37.205 (Audit Trail)) and in accordance with such additional requirements 

as may be established by the Company. Participants and PFIs must have the ability 

to produce such data, or cause such data to be produced, in a standard format upon 

request of the Compliance Department.
Rule 506

Financial Requirements

Each Participant and PFI must notify the Company promptly upon becoming aware that it 

fails to satisfy the minimum financial requirements applicable to it in order to participate on 

the Axe FX Trading Platform, including the requirement to qualify as an Eligible Contract 

Participant. Upon request by the Company, Participants and PFIs shall submit financial and 

related information to the Company sufficient to demonstrate that it qualifies as an Eligible 

Contract Participant. A Participant or PFI that is unable to demonstrate to the Company that 

it is in compliance with such minimum financial requirements shall not engage in transactions 

subject to these Rules except for the purpose of closing open positions. 

Each Participant must notify the Company promptly upon becoming aware that its PFI is 

unable to provide the prime brokerage services necessary to settle Trades in the manner 

discussed herein.
Rule 507

Restrictions on Activity

If the Company determines that the financial or operational condition of a Participant or PFI, 

or one of the Participant’s or PFI’s Affiliates is such that to allow that Participant to continue 

to have access to the Axe FX Trading Platform would adversely affect the Company or the 

financial markets, the Company may impose additional Limits (including, but not limited to, 

product restrictions and trade volume limits) on such Participant or terminate, in whole or in 

part, the Trading Privileges of such Participant, as well as the exercise of such Trading 

Privileges by its Authorized Users.

If there are any discrepancies among the Limits applicable to a Participant, the Limits set by 

the PFI shall govern, then the Limits set by the Company pursuant to this Rule 507.
Rule 603

Fraudulent Acts Prohibited

No Participant or its Authorized Users, or any other Person, shall engage or attempt to 

engage, directly or indirectly, in any fraudulent act, practice, or course of business which 

operates or would operate as a fraud or deceit upon any Person or any manipulative device, 

scheme, or artifice to defraud, deceive, trick or mislead another Person (including the 

Company) in connection with or related to any Trade or other Swap activity related to the 

Axe FX Trading Platform, including improper cross trading, accommodation trading, or front 

running.
Rule 605

Market Disruption Prohibited

Orders, RFQs or responses to RFQs entered into the Axe FX Trading Platform for the 

purpose of upsetting the equilibrium of the market in any Swap or creating a condition in 

which prices do not or will not reflect market values (based on market conditions and prices 

at the time such Order, RFQ or response to an RFQ is entered into the Axe FX Trading 

Platform, as determined by reference to available market data) are prohibited, and any 

Person who makes or assists in entering any such Order, RFQ or response to an RFQ 

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, RFQ or response to 

an RFQ will be deemed to have engaged in an act detrimental to the Company.
Rule 609

Acts Detrimental

It shall be a violation of these Rules for a Participant, Authorized User, or other Person to 

engage in any act which is materially detrimental to the Company’s ability to operate the Axe 

FX Trading Platform or comply with Applicable Law.
Rule 611

Disclosing Orders, RFQs

Except as otherwise permitted by these Rules, no Participant or Authorized User shall 

disclose to any Person that is not acting on behalf of such Participant the terms of any 

Order, RFQ or response to an RFQ prior to its entry into the Axe FX Trading Platform, 

other than (a) an Authorized User of the same Participant for the sole purpose of executing 

or recording such Order, RFQ or response to an RFQ, (b) a Company Official, or (c) the 

CFTC, the Department of Justice or any other regulatory or self-regulatory organization 

with jurisdiction over the Company or such Participant.
Rule 614

“Moneypassing,” Pre-Arranged and Noncompetitive Transactions Prohibited

(a) No Person may enter Orders, RFQs or responses to RFQs the purpose of which is 

to enter into Trades without a net change in a Participant’s open positions but a 

resulting profit to one Participant and a loss to the other Participant, commonly known 

as a “money pass.”

(b) No Person shall pre-arrange any purchase or sale or noncompetitively enter into a 

Trade made on the Axe FX Trading Platform or pursuant to the Rules of this 

SpectrAxe Rulebook.

(c) Rule 614(b) shall not apply to Trades that are entered into through the Axe FX 

Trading Platform’s RFQ system in accordance with Rule 404.B(b).
Rule 702

Inquiries and Investigation

(a) The Compliance Department will investigate any matter within the Company’s 

jurisdiction of which it becomes aware. The Compliance Department will determine 

the nature and scope of its inquiries and investigations within its sole discretion and 

will function independently of any commercial interests of the Company.

(b) The Compliance Department has the authority to:

(i) initiate and conduct inquiries and investigations;

(ii) prepare Investigation Reports and make recommendations concerning 

initiating disciplinary proceedings;

(iii) prosecute alleged violations within the Company’s jurisdiction; and

(iv) represent the Company on an appeal to an Appeal Panel of any disciplinary 

proceeding, summary imposition of fines, summary suspension or other 

summary action.

(c) Each Person, with respect to Orders, RFQs, responses to RFQs or transactions on 

the Axe FX Trading Platform:

(i) is obligated to appear, testify and respond in writing to interrogatories within 

the time period required by the Compliance Department in connection with:

(A) any Rule;

(B) any inquiry or investigation; or

(C) any preparation by and presentation during a disciplinary proceeding 

or appeal from a decision in a disciplinary proceeding, summary 

imposition of fines, summary suspension or other summary action by 

the Company;

(ii) is obligated to produce books, records, papers, documents or other tangible 

evidence in its possession, custody or control within the time period required 

by the Compliance Department in connection with:

(A) any Rule;

(B) any inquiry or investigation; or

(C) any preparation by and presentation during a disciplinary proceeding 

or appeal from a decision in any disciplinary proceeding, summary 
imposition of fines, summary suspension or other summary action by 

the Company; and

(iii) may not impede or delay any inquiry, investigation, disciplinary proceeding, 

appeal from a disciplinary proceeding, summary imposition of fines, summary 

suspension or other summary action.
Rule 719

Reinstatement after Summary Suspension

(a) A respondent whose Trading Privileges are suspended, revoked, limited, 

conditioned, restricted or qualified pursuant to Rule 718 may apply for reinstatement 

by filing with the Compliance Department a written request stating the applicant’s 

reasons for seeking reinstatement. The Company will not consider a respondent’s 

request for reinstatement if the respondent:

(i) owes any fines, fees, charges or costs to the Company;

(ii) continues to fail to appear at disciplinary proceedings without good cause; or

(iii) continues to impede the progress of disciplinary proceedings.

Within a reasonable period after the filing of a request for reinstatement, the Appeals 

Panel will conduct a hearing to consider the request. At the hearing for reinstatement, 

the respondent will present its case supporting the reinstatement and the Compliance 

Department, acting on behalf of the CCO may, in its discretion, present its case 

opposing or supporting the reinstatement and each may present relevant and 

admissible evidence and facts and call, examine and cross-examine witnesses. At 

the hearing for reinstatement, the Company may require any Participant or 

Authorized User (and, as applicable, any employees or Affiliates) involved in activity 

proposed to be conducted on the Axe FX Trading Platform to appear as witnesses 

and produce evidence if the Appeals Panel determines that the evidence is relevant.

(b) As promptly as reasonably possible after a reinstatement hearing, the Appeals 

Panel will issue an order reinstating, denying the reinstatement, or placing 

conditions on the reinstatement of the Trading Privileges of the respondent. The 

order will include a brief summary of the evidence introduced at the reinstatement

hearing; and, if applicable, findings of fact and conclusions not contained in the notice of 

summary action issued pursuant to Rule 718(b) above. The order of the Appeals 

Panel may not be appealed.
Rule 720

Rights and Responsibilities after Suspension or Termination

(a) When the Trading Privileges of a Participant or the exercise of such Trading 

Privileges by an Authorized User are suspended for a period of 12 months or less, 

none of its rights or Trading Privileges (including the right to hold oneself out to the 

public as a Participant or Authorized User or enter Orders on the Axe FX Trading 

Platform and receive Participant rates for fees, costs, and charges, as applicable) 

will apply to such Participant or Authorized User during the period of the suspension, 

except for the right to assert claims against others as provided in Chapter 8 of these 

Rules. Any such suspension will not affect the rights of creditors under these Rules 

or relieve the Participant or Authorized User of its obligations under these Rules to 

perform with respect to any Trades entered into before the suspension, or for any 

Company fees, costs, or charges incurred during the suspension. The Company may 

discipline a suspended Participant or Authorized User under this Chapter 7 for any 

violation of a Rule or provision of Applicable Law committed by the Participant or 

Authorized User before, during or after the suspension.

(b) When the Trading Privileges of a Participant or the exercise of such Trading 

Privileges by an Authorized User are terminated, all of its rights or Trading Privileges, 

as applicable, will terminate, except for the right of the Participant or Authorized User

in question to assert claims against others, as provided in Chapter 8 of these Rules. 

Any such termination will not affect the rights of creditors under these Rules. A 

terminated Participant or Authorized User may only seek to reinstate its authorization 

to exercise Trading Privileges by providing the Company with satisfactory evidence 

that it complies with Rule 302. The Company will not consider the application of a 

terminated Participant or Authorized User if such Participant or Authorized User, as 

the case may be, fails to appear at disciplinary proceedings without good cause or 

impedes the progress of disciplinary proceedings.

(c) A suspended or terminated Participant or Authorized User remains subject to these 

Rules and the jurisdiction of the Company for any acts or omissions prior to the 

suspension or termination, and must cooperate in any inquiry, investigation, 

disciplinary proceeding, appeal from disciplinary proceedings, summary suspension 

or other summary action as if the suspended or terminated Participant or Authorized 

User still had Trading Privileges or could still exercise Trading Privileges.
Rule 801

General

(a) Except as otherwise provided in these Rules, Participants, PFIs, and Authorized 

Users shall arbitrate pursuant to these Rules in this Chapter 8 all disputes, 

controversies and claims between or among themselves arising out of the Trades 

entered into pursuant to the Rules of this SpectrAxe Rulebook or the use of the 

systems or services of the Company or the services, equipment, or facilities used to 

support such systems or services, including, without limitation, the Axe FX Trading 

Platform. Any such claim against a Participant or Authorized User shall be brought 

within two years from the time that a cause of action has accrued. This Rule 801 shall 

in no way be construed to create a cause of action and shall not authorize an action 

that would otherwise be prohibited by these Rules or Applicable Law. If for any 

reason a court of competent jurisdiction finds that a dispute is not arbitrable, such 

dispute may be litigated only in accordance with Rule 1113.

(b) Notwithstanding the foregoing, this Rule 801 does not apply to disputes between or 

among Participants, PFIs or Authorized Users where: (i) such Persons are required 

by the rules of a self-regulatory organization to submit to the dispute resolution 

procedures of that self-regulatory organization; or (ii) such Persons have, by valid 

and binding agreement, committed to negotiate or litigate in a manner other than the 

process set out in this Chapter 8.

(i) The following agreements shall be considered valid and binding agreements 

for purposes of this Rule 801(b): the PFI Facilitation Agreement, 

PFI/Participant Trading Documentation, and Master Agreements between 

PFIs.
Rule 802

Forum and Arbitration Rules

All disputes, controversies and claims between or among Participants, PFIs and Authorized 

Users arising out of the Trades entered into pursuant to the Rules of this SpectrAxe 

Rulebook or the use of the systems or services of the Company or the services, equipment, 

or facilities used to support such systems or services, including, without limitation, the Axe 

FX Trading Platform, shall be settled by arbitration administered by the AAA under its 

Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may 

be entered in any court having jurisdiction thereof.
Rule 903

Exercise of Options 

(a) A buyer of an option who purchased an option may only exercise on the date of 

option maturity (referred to, by the industry, as “European Options”). Currently, the 

Axe FX Trading Platform only offers foreign currency options.

(b) To exercise or expire an option, a buyer of an option must provide an electronic 

notice through the applicable Axe FX Trading Platform functionality to the 

Company that states that the buyer of an option will exercise or expire its option (a 

written notice to the Company shall be acceptable only if such functionality is 

technically unavailable). Upon receipt of this notice,

the Company shall send a notice to all affected Participants and PFIs that states that the 

option has been exercised or expired. 

(i) This option exercise provision shall supersede any other provision to the 

contrary in any agreement entered into by the Participants or PFIs.

(c) The Company shall make all commercially reasonably efforts to ensure that the 

anonymity of the parties involved is retained during the settlement and delivery 

processes, as applicable.

(d) If an option is not exercised or expired by the buyer of an option before expiration, 

the expiration process will be determined by an auto exercise process, which will be 

based on the option strike price relative to the reference rate at expiration. If the 

strike price of a call is below the reference rate at expiration, the option will be 

automatically exercised. If the strike price of a call is equal to or above the reference 

rate at expiration, the option will be expired. If the strike price of a put is above the 

reference rate at expiration, the option will be automatically exercised. If the strike 

price of a put is equal to or below the reference rate at expiration, the option will be 

expired. 

(e) In no case shall the Company be responsible for the exercise of, or failure to exercise, 

an option.
Rule 904

Uncleared Swap Transactions between the PFI and Participant

As a consequence of a Participant effectuating a Trade on the Axe FX Trading Platform, a 

separate, corresponding Uncleared Swap may arise under the PFI/Participant Trading 

Documentation between that Participant and its PFI, if applicable (“Mirror Swap”). This 

Mirror Swap shall be governed by the terms of such Mirror Swap and the applicable 

PFI/Participant Trading Documentation. The Company shall not have any responsibility for 

any element of the Mirror Swap transaction, including any applicable reporting obligations.
Rule 1101

Legal Certainty; Confirmations

(a) No Trade entered into pursuant to the Rules of this SpectrAxe Rulebook shall be 

void, voidable, subject to rescission, otherwise invalidated or rendered 

unenforceable as a result of:

(i) a violation by the Company of the provisions of Section 5h of the CEA or of 

Part 37 of the CFTC Regulations; 

(ii) any CFTC proceeding to alter or supplement a Rule, term, or condition of the 

SEF under Section 8a(7) of the CEA or to declare an emergency under 

Section 8a(9) of the CEA; or 

(iii) any other proceeding the effect of which is to: 

(A) alter or supplement a specific term or condition or trading rule or 

procedure or 

(B) require the Company to adopt a specific term or condition, trading rule 

or procedure or take or refrain from taking a specific action.

(b) Issuance of SEF Confirmations for Trades.

(i) The economic terms specific to an executed Trade shall be reflected by the 

Company in the Trade Communications sent to the applicable Participants 

and PFIs. The Trade Communications shall serve as confirmations for the 

previously-negotiated freestanding agreement, such as a Master Agreement, 

between the counterparties. As such, Trade Communications must state that 

they incorporate by reference the terms of such agreement between the 

counterparties.

(ii) Trade Communications, for purposes of these Rules and CFTC Regulation 

37.6(b) (Enforceability) and Parts 43 and 45 of CFTC Regulations, shall serve 

as a confirmation of the Trades and, in the event of any inconsistency 

between the terms specified in a Trade Communication and any other terms, 

including the terms in a Master Agreement between the relevant PFIs, the 

terms of the Trade Communication shall legally supersede all other 

contradictory terms.

(iii) Each Trade Communication shall state (A) that it serves as confirmation for 

applicable freestanding agreements and (B) that in the event of any 

inconsistency between the terms of a Trade Communication and any other 

terms, including the terms in a Master Agreement between the relevant PFIs, 

the terms of the Trade Communication shall legally supersede all other 

contradictory terms.
(c) The confirmation of all terms of a Trade shall be effective as of the time of execution.

(d) In accordance with CFTC No-Action Letter 17-17, Division of Market Oversight, 

Extension of No-Action Relief for Swap Execution Facility Confirmation and 

Recordkeeping Requirements under Commodity Futures Trading Commission 

Regulations 37.6(b), 37.1000, 37.1001, 45.2, and 45.3(a) (Mar. 24, 2017), until the 

effective date of revised CFTC Regulations that establish a permanent, practicable 

SEF confirmation solution, PFIs are not required to provide to the Company its

Master Agreements with the other PFIs before their respective Participants enter into 

Trades, but must provide copies of such agreement to the Company upon request. 

Upon request from the CFTC, the Company will request a PFI to provide copies of 

such Master Agreements and will provide the copies to the CFTC as soon as they 

are available.

(e) The Company may use a third-party service provider to issue Trade Communications 

to the Participants and PFIs (“Communications Agent”), provided such 

Communications Agent is contractually obligated to satisfy the requirements of the 

Company and Applicable Law. The Company shall remain responsible for providing 

confirmations even when utilizing a Communications Agent.
Rule 1102

Trading by Company Officials Prohibited; Misuse of Material, Non-Public Information

(a) No Board member, member of a Disciplinary Panel or Appeals Panel or Company 

Official may trade (for such individual’s own account, or for or on behalf of any other 

account), directly or indirectly, any Swap, swap traded on another swap execution 

facility or other market, or any commodity interest relating thereto where such 

individual has access to “material information” or “non-public information” (as such 

terms are defined in CFTC Regulation 1.59(a) (Activities of Self-Regulatory 

Organization Employees, Governing Board Members, Committee Members, and 

Consultants)) concerning such Swap or commodity interest.

(b) Company Officials, agents and independent contractors of the Company are 

prohibited from disclosing “material information” or “non-public information” (as 

defined in CFTC Regulation 1.59(a)) obtained as a result of their employment, 

agency relationship or engagement with the Company.

(c) No Company Official may trade (for such individual’s own account, or for or on behalf 

of any other account) directly or indirectly any Swap or any commodity interest 

related thereto.

(d) No Person subject to the jurisdiction of the Company under Rule 301 may trade for 

such Person’s own account, or for or on behalf of any other account, in any 

commodity interest, on the basis of any “material information” or “non-public 

information” (as defined in CFTC Regulation 1.59(a)) that such person knows was 

obtained in violation of CFTC Regulation 1.59(d) from any Board member, member 

of a Disciplinary Panel or Appeals Panel, Company Official or agent or independent 

contractor of the Company.
Rule 1104

SEF Data

(a) Subject to each Participant’s rights in the applicable portions of SEF Data (including 

fills), as well as the PFI Facilitation Agreement, the Company shall have a royalty 

free, non-exclusive, non-transferable, worldwide, perpetual license to any SEF Data, 

and shall own all rights, title and interest in and to all intellectual property and other 

proprietary rights (including all copyright, patent, trademark or trade secret rights) in 

all derivative works based on SEF Data that are created by or on behalf of the 

Company to the extent that such derived data is truly a derivative of the SEF Data, 

and, unless required by Applicable Law to use such SEF Data solely for internal risk 

management purposes, decisions with respect to use and distribution of SEF Data 

shall be made by the Board of the Company; provided, however, subject to its 

obligations under Applicable Law, the Company shall not use (or permit other parties 

to use) SEF Data, including Market Data, to replicate or reverse engineer a 

Participant’s trading strategies, and Company shall not sell, retransmit or redistribute 

SEF Data unless such SEF Data is anonymized and contains transaction data of 

multiple Persons. Participants, PFIs and other Persons Affiliated with any of the 

foregoing may not distribute, sell, or retransmit SEF Data to any third party without 

the consent of the Company, provided that each Participant and PFI retains such 

rights as it may enjoy under Applicable Law with respect to the applicable portions of 

SEF Data solely in the form such SEF Data was submitted to the Company by such 

Participant or PFI. Nothing in this Rulebook shall restrict a Participant or PFI with 

respect to its use of (including creation of any derivative works in respect of) its own 

data.

(b) The Company will not use for business or marketing purposes any proprietary data 

or personal information collected or received from or on behalf of any Person for the 

purpose of fulfilling the Company’s regulatory obligations.

(c) The Company may share such proprietary data or personal information with one or 

more registered entities (as such term is defined in CFTC Regulations) in accordance 

with Applicable Law.

(d) Each Participant (on behalf of itself and its Client Accounts) hereby acknowledges 

and agrees that the Company may disclose and disseminate swap transaction and 

pricing data, including Required Swap Creation Data and Required Swap 

Continuation Data, pursuant to these Rules.

Each Participant and PFI acknowledges and agrees that the Company owns and 

shall retain all right, title and interest in and to the Axe FX Trading Platform, all 

components thereof, including without limitation all related applications, all 

application programming interfaces, user interface designs, software and source 

code and any and all
intellectual property rights therein, including, without limitation all registered or 

unregistered, as applicable copyright, trademark, service mark, trade secret, trade 

name, data or database rights, design rights, moral rights, inventions, whether or 

not capable of protection by patent or registration, rights in commercial information 

or technical information, including know-how, research and development data and 

manufacturing methods, patent, and other intellectual property and ownership 

rights, including applications for the grant of any of the same, in or to the SEF and 

all other related proprietary rights of the Company and/or any of its Affiliates 

(together, with any and all enhancements, corrections, bug fixes, updates and 

other modifications to any of the foregoing and any and all data or information of 

any kind transmitted by means of any of the foregoing, “Proprietary Information”). 

Each Participant and PFI further acknowledges and agrees that the Proprietary 

Information is the exclusive, valuable and confidential property of the Company. 

Each Participant and PFI acknowledges and agrees that it shall not reverse 

engineer, copy, bug fix, correct, update, transfer, reproduce, republish, broadcast, 

create derivative works based on or otherwise modify, in any manner, all or any 

part of the Axe FX Trading Platform or the Proprietary Information. Each 

Participant and PFI agrees to keep the Proprietary Information confidential and not 

to transfer, rent, lease, loan, sell or distribute, directly or indirectly, all or any portion 

of the Axe FX Trading Platform or any Proprietary Information.