308433745.12 

Effective Date: 11.16.2023

TW SEF LLC

SWAP EXECUTION FACILITY

RULES
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TABLE OF CONTENTS

CHAPTER 1. DEFINITIONS; INTERPRETATION; AMENDMENTS .........................................................................5

101. Defined Terms.......................................................................................................................5

102. Rules of Interpretation .........................................................................................................14

103. Effect of Titles .....................................................................................................................15

104. Amendment of Rules...........................................................................................................15

105. Security-Based Swaps ........................................................................................................15

CHAPTER 2. GOVERNANCE......................................................................................................................16

201. Board of Managers..............................................................................................................16

202. Standing Committees ..........................................................................................................16

203. Nominating Committee........................................................................................................16

204. Participation Committee ......................................................................................................17

205. Regulatory Oversight Committee.........................................................................................17

206. Swap Review Committee.....................................................................................................18

207. Reporting to the CFTC ........................................................................................................18

208. Additional Committees and Panels ......................................................................................19

209. Public Director Qualifications ...............................................................................................19

210. Eligibility..............................................................................................................................19

211. Officers ...............................................................................................................................20

212. Chief Compliance Officer.....................................................................................................20

213. Confidentiality......................................................................................................................21

214. Conflicts of Interest..............................................................................................................21

215. Maintenance of Books and Records by the Company ..........................................................24

CHAPTER 3. TRADING PRIVILEGES AND PARTICIPANTS ..............................................................................25

301. Jurisdiction..........................................................................................................................25

302. Trading Privileges................................................................................................................25

303. Participant Eligibility and Access to the SEF; ISV Eligibility and Access to the SEF..............26

304. Introducing Agent Eligibility and Access to the SEF .............................................................27

305. Authorized Users.................................................................................................................29

306. Credit Arrangements Required ............................................................................................30

307. Dues, Assessments and Fees .............................................................................................30

308. Continuing Application of Rules and Jurisdiction..................................................................30

309. Recording Communications.................................................................................................30

310. Notices to Participants.........................................................................................................30

311. Communications Between the Company and Participants; Communications Between the 

Company and EA Trading Customers..................................................................................31

312. Withdrawal of Participant.....................................................................................................31

313. Financial or Other Incentive Programs.................................................................................32
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314. Market Maker Programs ......................................................................................................32

CHAPTER 4. TRADING STANDARDS ..........................................................................................................33

401. Swaps Traded on the SEF...................................................................................................33

402. Business Days and Trading Hours.......................................................................................33

403. Price Dissemination and Publication of Trading Information.................................................33

404. Execution of Swap Transactions..........................................................................................34

404.A. Order Book (Minimum Functionality)....................................................................................34

404.B. RFQ....................................................................................................................................34

404.C. Required Transactions ........................................................................................................35

404.D. Pre-Execution Credit Check ................................................................................................35

404.E. Procedures Relating to Transactions in Swaps ....................................................................35

404.F. Pre-Execution Communications...........................................................................................35

404.G. Equal Priority.......................................................................................................................35

405. Modification or Cancellation of Orders .................................................................................35

406. Information Regarding Orders .............................................................................................36

407. Price Adjustments, Cancellations and Review of Executed Orders by the Company ............36

408. Position Limits .....................................................................................................................37

409. Position Accountability.........................................................................................................38

410. Aggregation of Positions......................................................................................................39

411. Block Trades .......................................................................................................................39

412. Emergencies .......................................................................................................................41

413. Limitation of Liability ............................................................................................................43

414. Requirements for Persons Submitting Orders, RFQs and Responses to RFQs ....................45

415. User IDs..............................................................................................................................46

416. Designated Contact.............................................................................................................47

417. Message Traffic...................................................................................................................47

418. Work-Up Protocol................................................................................................................47

419. Post-Trade Name Give-Ups ................................................................................................47

CHAPTER 5. OBLIGATIONS OF PARTICIPANTS, AUTHORIZED USERS AND TRADING CUSTOMERS ....................48

501. Duties and Responsibilities of Participants, Authorized Users and Trading Customers.........48

502. Required Notices.................................................................................................................48

503. Books and Records; Cooperation in Proceedings ................................................................49

504. System Security ..................................................................................................................50

505. Front-End User Interface; Audit Trail....................................................................................50

506. Financial Requirements.......................................................................................................51

507. Restrictions on Activity ........................................................................................................51

508. Disaster Recovery; Business Continuity...............................................................................51
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CHAPTER 6. BUSINESS CONDUCT ............................................................................................................52

601. Rule Violations ....................................................................................................................52

602. Just and Equitable Principles of Trade.................................................................................52

603. Fraudulent Acts ...................................................................................................................52

604. Fictitious Transactions Prohibited ........................................................................................52

605. Market Disruption Prohibited................................................................................................52

606. Price Manipulation Prohibited ..............................................................................................52

607. Disruptive Practices Prohibited............................................................................................52

608. Prohibition of Misstatements................................................................................................52

609. Acts Detrimental..................................................................................................................53

610. Supervision .........................................................................................................................53

611. Disclosing Orders, RFQs .....................................................................................................53

612. Customer Swap Execution ..................................................................................................53

613. Wash Sales Prohibited ........................................................................................................54

614. “Moneypassing,” Pre-Arranged and Noncompetitive Transactions Prohibited.......................54

615. Recordkeeping....................................................................................................................54

616. Reporting Counterparty .......................................................................................................55

CHAPTER 7. DISCIPLINE AND ENFORCEMENT ............................................................................................56

701. General ...............................................................................................................................56

702. Inquiries and Investigation...................................................................................................56

703. Reports of Investigations .....................................................................................................57

704. Opportunity to Respond.......................................................................................................58

705. Review of Investigation Reports ..........................................................................................58

706. Notice of Charges................................................................................................................58

707. Answer to Notice of Charges ...............................................................................................59

708. Service of Notice of Charges ...............................................................................................60

709. Settlements .........................................................................................................................60

710. Disciplinary Panels ..............................................................................................................61

711. Convening Hearings of Disciplinary Proceedings .................................................................61

712. Respondent Review of Evidence .........................................................................................62

713. Conducting Hearings of Disciplinary Panels.........................................................................63

714. Decision of Disciplinary Panel..............................................................................................64

715. Sanctions ............................................................................................................................64

716. Appeal from Disciplinary Panel Decision, Summary Impositions of Fines and Other Summary 

Actions................................................................................................................................65

717. Summary Imposition of Fines ..............................................................................................67

718. Summary Suspensions and Other Summary Actions ...........................................................67

719. Reinstatement after Summary Suspension ..........................................................................68
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720. Rights and Responsibilities after Suspension or Termination ...............................................69

721. Notice of Disciplinary Proceedings.......................................................................................69

CHAPTER 8. ARBITRATION.......................................................................................................................70

801. General ...............................................................................................................................70

802. Forum and Arbitration Rules................................................................................................70

803. Initiating an Arbitration Claim...............................................................................................70

804. Claims Relating to Trade Cancellations or Price Adjustments ..............................................70

805. Penalties .............................................................................................................................70

CHAPTER 9. SWAPS................................................................................................................................71

901. Swap Specifications ............................................................................................................71

902. Swap Modifications .............................................................................................................93

903. Settlement of Uncleared Swaps...........................................................................................93

CHAPTER 10. CLEARING .........................................................................................................................94

1001. Rules of the Derivatives Clearing Organization ....................................................................94

1002. Clearing Services ................................................................................................................94

1003. Clearing Arrangements........................................................................................................95

1004. Swaps Rejected From Clearing ...........................................................................................95

1005. Execution and Submission to Clearing of New Swap/Old Terms and New Swap/Corrected 

Terms .................................................................................................................................96

CHAPTER 11. MISCELLANEOUS..............................................................................................................100

1101. Legal Certainty; Confirmations...........................................................................................100

1102. Trading by Company Officials Prohibited; Misuse of Material, Non-Public Information........101

1103. Gifts and Gratuities............................................................................................................101

1104. Market Data ......................................................................................................................102

1105. Anti-Money Laundering and Anti-Terrorism........................................................................103

1106. Confidentiality....................................................................................................................103

1107. Information-Sharing Agreements .......................................................................................103

1108. Regulatory Services Agreement ........................................................................................104

1109. Force Majeure...................................................................................................................104

1110. Extension or Waiver of Rules.............................................................................................104

1111. Effect of Amendment, Repeal or New Rule........................................................................104

1112. Signatures.........................................................................................................................104

1113. Governing Law; Legal Proceedings ...................................................................................105
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Chapter 1. DEFINITIONS; INTERPRETATION; AMENDMENTS

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.

Account Manager

The term “Account Manager” means a Participant or Trading Customer that exercises 

investment discretion on behalf of one or more Client Accounts and that otherwise meets 

the criteria described in CFTC Regulation 1.35(b)(5)(i). 

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.

Affirm

The term “Affirm” shall mean counterparties to a Cleared Swap verifying that they agree on 

the details of the transaction and taking any other actions necessary for the Cleared Swap 

to be submitted to the relevant DCO. This verification will occur after execution of the 

Cleared Swap on the SEF (or pursuant to these Rules) but prior to submission to the relevant 

DCO, which may be done by any means acceptable to the counterparties, including the use 

of an Affirmation Hub. “Affirmation” shall mean the process by which a Cleared Swap is 

Affirmed.

Affirmation Hub

A third-party service designated by the Company to route Cleared Swaps to DCOs and 

which may provide Participants with the opportunity to Affirm the Cleared Swaps.

API

The term “API” means application programming interface.

Appeals Panel

The term “Appeals Panel” means a panel appointed by the Chief Compliance Officer 

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, Derivatives Clearing Organization or selfregulatory 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 that term in Rule 505(a).

Authorized User

The term “Authorized User” means (i) any natural person who is an authorized agent or 

employee of a Participant authorized to exercise Trading Privileges of the Participant on the 

SEF or Trading Customer authorized to access the SEF, and (ii) in the case of a Participant 

that has authorized a computer or system to access the SEF via an API, the natural person 

such Participant has designated to be responsible for such computer or system’s activity on 

the SEF.
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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).

Block Trade

The term “Block Trade” means a transaction in a Swap effected in accordance with Rule 

411.

Board

The term “Board” means the Board of Managers of the Company constituted in accordance 

with the LLC Agreement, these Rules and Applicable Law.

Breakage Agreement

The term “Breakage Agreement” means any arrangement, whether contained in an 

agreement between the parties to a Cleared Swap or in the Rules, that provides for the 

assessment of liability or payment of damages between the parties to the Cleared Swap in 

the event the Cleared Swap is rejected from clearing, as such term is defined or interpreted 

by the CFTC from time to time.

Business Day

The term “Business Day” means any day or portion thereof on which the Company is open 

for trading.

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.

CAO or Chief Administrative Officer 

The term “CAO” or “Chief Administrative Officer” means the individual appointed by the 

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

CCO or Chief Compliance Officer 

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

from time to time to oversee compliance matters in accordance with Rule 212. 

CEA

The term “CEA” means the Commodity Exchange Act, as amended.

CEO or Chief Executive Officer 

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

from time to time to serve as chief executive officer of the Company.

CFTC

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

successor agency or authority.
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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.

Cleared Error Swap

The term “Cleared Error Swap” has the meaning given that term in Rule 1005(b)(ii).

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 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.

Clearing Customer

The term “Clearing Customer” means a Person (i) clearing Swaps through a Clearing 

Member as a customer of such Clearing Member, or (ii) clearing Swaps through an affiliated 

Clearing Member acting as agent for such Person.

Clearing Member

The term “Clearing Member” means, with respect to a given Swap, a member of a DCO that 

is authorized pursuant to the rules of the DCO to clear trades in such Swap for its own 

account, or on behalf of a Clearing Customer, as applicable, as may be permitted under 

these Rules and the rules of such DCO.

Clearing Member Relationship Agreement

The term “Clearing Member Relationship Agreement” has the meaning given that term in 

Rule 1003.

Clearing Privileges

The term “Clearing Privileges” means the rights granted to a Clearing Member to clear 

Cleared Swaps executed on or pursuant to the Rules of the SEF, for such Clearing 

Member’s own account or on behalf of its Clearing Customer.

Client Account

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

Account Manager to trade on its behalf. 

Company

The term “Company” means TW SEF LLC.

Company Official

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

Company or any individual rendering similar services to the Company under a Regulatory 

Services Agreement.

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.
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Cross Trade

The term “Cross Trade,” means a Required Transaction in which an Introducing Agent acts 

as agent for a Trading Customer on one side of the transaction and as principal, or as agent 

for another Trading Customer, on the other side of the transaction, in either case following 

Pre-Execution Communication.

DCO or Derivatives Clearing Organization 

The term “DCO” or “Derivatives Clearing Organization” has the meaning given that term in

Section 1a(15) of the CEA and, as used in these Rules, means any derivatives clearing 

organization that is registered or exempt from registration as such with the CFTC, that a 

Participant or Trading Customer may designate to provide clearing services for one or more 

Swaps traded pursuant to these Rules.

DCO Rejected Swap

The term “DCO Rejected Swap” has the meaning given that term in Rule 1005(b)(i).

Designated Contact

The term “Designated Contact” means an individual, designated by a Participant pursuant

to Rule 416, with authority to act on behalf of such Participant, as applicable. 

Disciplinary Offense

The term “Disciplinary Offense” shall have the meaning set forth in Rule 210.

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’s Order and 

execution functionality through direct electronic connection of a Trading Customer 

designated by an Introducing Agent pursuant to Rule 304. Such Trading Customer with 

Electronic Access is an “EA Trading Customer” for purposes of these Rules.

Eligible Contract Participant

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

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

Emergency

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

Exchange Act

The term “Exchange Act” means the Securities Exchange Act of 1934, as amended.

Final Decision

The term “Final Decision” shall have the meaning set forth in Rule 210.

Independent Software Vendor or ISV

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

Participants or Trading Customers a system or platform offering smart order routing, front-
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end trading applications, an aggregator platform or a combination of the foregoing but that 

does not provide Participants or Trading Customers the ability to effect transactions on such 

system or platform.

Introducing Agent

The term “Introducing Agent” means a Participant (other than a Person acting as an Account 

Manager) that is 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), and that submits Orders or RFQs, responds to RFQs, or executes Block 

Trades, Package Transactions, Cross Trades, New Swaps/Old Terms or New 

Swaps/Corrected Terms, on behalf of one or more disclosed Trading Customers as agent, 

or designates a Trading Customer pursuant to Rule 304. In the case of a Package 

Transaction one or more component(s) of which is(are) a Security(ies), the term means a 

Participant that is an Introducing Agent and is also registered with the SEC as a brokerdealer.

Investigation Report

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

LLC Agreement

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

LLC, dated as of June 17, 2013, as amended, supplemented or otherwise modified from 

time to time.

Manager

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

Market Data

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

displayed on, generated by or derived from the SEF 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.

Market Regulation Team

The term “Market Regulation Team” 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 Market 

Regulation Team 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; (ii) employees of other divisions of the Company or its Affiliates who have certain 

regulatory responsibilities with respect to the Company; and (iii) the staff of a Regulatory 

Services Provider providing services to the Company pursuant to a Regulatory Services 

Agreement. 

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 
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into the SEF by or through a Participant, Authorized User, or Trading Customer, as 

applicable, or sent to or through a Participant, Authorized User, or Trading Customer, as 

applicable, by the Company. Depending on the context, Message Traffic may refer to oneway or two-way transmissions.

New Swap/Old Terms

The term “New Swap/Old Terms” has the meaning given that term in Rule 1005(b)(iii).

New Swap/Corrected Terms

The term “New Swap/Corrected Terms” has the meaning given that term in Rule 1005(b)(iv).

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. 

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 (iii) 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 SEF 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 or entity holding an ownership interest in the Company 

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

Package Transaction

The term “Package Transaction” means a transaction consisting of two or more component 

transactions executed between two or more counterparties where (i) at least one component 

transaction is subject to the trade execution requirement by Section 2(h)(8) of the CEA; (ii) 

execution of each component transaction is contingent upon the execution of all other 

component transactions; and (iii) the component transactions are priced or quoted together 

as one economic transaction with simultaneous or near-simultaneous execution of all 

components.

Participant

The term “Participant” means any Person that has been granted Trading Privileges under 

these Rules and who may permit Authorized Users of such Participant to exercise such 
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Trading Privileges pursuant to the Rules. Except as expressly permitted in these Rules, a 

Participant may not be an ISV or automated trading system (based on a Person’s function, 

not legal entity affiliation). A Participant does not include an Authorized User, Client 

Account, Clearing Customer or Trading Customer when acting in any such capacity.

Participant Data

The term “Participant Data” means any and all data and other information (i) submitted to 

the Company by or through a Participant or a Participant’s Trading Customer and 

(ii) regarding any and all Orders, RFQs or responses to RFQs of such Participant or a 

Trading Customer of such Participant, in each case acting on its own behalf or on behalf of 

a Client Account.

Participant Documentation

The term “Participant Documentation” means such agreements, addenda or amendments 

(and any schedules or adopted protocols related thereto) as required from time to time by 

the Company to be executed by a Participant for such Participant to obtain or maintain 

Trading Privileges on the SEF. 

Participation Committee

The term “Participation Committee” means the committee of the Board constituted pursuant 

to Rule 204. 

Permitted Package Transaction

The term “Permitted Package Transaction” means any Package Transaction eligible for 

relief from CFTC Regulation 37.9(c)(2) and at least one of the components falls within one 

of the following categories: (i) exclusively within the Commission’s jurisdiction and is not 

subject to the clearing requirement (“MAT/Non-MAT Uncleared”); (ii) is MAT/Non-Swap 

Instrument package transactions (“MAT/Non-Swap Instrument”); or (iii) for which the CFTC 

does not have exclusive jurisdiction, e.g., a mixed swap (“MAT/Non-Exclusive CFTC 

Swap”).

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.

Pre-Execution Communication

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

for the purpose of establishing the terms of an Order for a Swap prior to execution of the 

Swap on the SEF, 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 between the parties to a Swap that legally binds the 

parties to such Swap shall not be considered a Pre-Execution Communication.

Proprietary Information

The term “Proprietary Information” has the meaning given that term in Rule 1104(e).
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Public Director

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

in Rule 209.

Regulatory Oversight Committee

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

in accordance with Rule 205.

Regulatory Services Agreement 

The term “Regulatory Services Agreement” means the agreement, if any, pursuant to which 

the Company delegates certain of its market surveillance and trade practice surveillance 

functions to a Regulatory Services Provider.

Reporting Counterparty

The term “Reporting Counterparty” means, for purposes of these Rules and Part 45 of CFTC 

Regulations, the party to a transaction executed on the SEF or otherwise pursuant to these 

Rules that is designated as such pursuant to Rule 616616.

Required Swap Continuation Data

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

Regulation 45.1.

Required Swap Creation Data

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

Regulation 45.1.

Required Transaction

The term “Required Transaction” means any transaction 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.

Risk-Based Limit

The term “Risk-Based Limit” means any credit, trading or other limit established by a 

Clearing Member pursuant to CFTC Regulation 1.73(a)(1) or CFTC Regulation 23.609 and 

in a manner consistent with the terms of the Clearing Member Relationship Agreement and 

these Rules.

RFQ

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

RSP or Regulatory Services Provider 

The term “RSP” or “Regulatory Services Provider” means the organization, if any, which 

provides regulatory services to the Company pursuant to a Regulatory Services Agreement.

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 SEF.

Formatted: Font: (Default) Arial, 10 pt
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SB Swap

The term “SB Swap” means security-based swap as defined in the Exchange Act and SEC 

Regulations and, as used in these Rules, refers solely to transactions (including Orders) in 

SB Swaps that are made or to be made on the SEF or pursuant to these Rules.

SDR or Swap Data Repository 

The term “SDR” or “Swap Data Repository” 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 each Swap executed pursuant to these 

Rules.

Security

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

Act.

SEC

The term “SEC” means the Securities and Exchange Commission and includes any 

successor agency or authority.

SEC Regulation

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

interpretation thereof adopted from time to time by the SEC.

SEF or Swap Execution Facility

The term “SEF” or “Swap Execution Facility” means the swap execution facility operated by 

the Company and registered as such with the CFTC.

Settlement Agreement

The term “Settlement Agreement,” shall have the meaning set forth in Rule 210.

Standing Committee

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

Committee and the Regulatory Oversight Committee. In the event and to the extent that the 

Company registers with the SEC as a SB Swap execution facility, the term also includes the 

Swap Review Committee.

Swap

The term “Swap” has the meaning given 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) and, as used in these Rules, 

refers solely to transactions in Swaps (including Orders) that are made or to be made on the 

SEF or pursuant to these Rules.

Swap Review Committee

The term “Swap Review Committee” means the committee constituted pursuant to Rule 206.

Terms Incorporated by Reference

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

1101(c)(i).
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Trade Communication

The term “Trade Communication” has the meaning given that term in Rule 1101(c)(i).

Trade Manager Execution Panel

The term “Trade Manager Execution Panel” means the panel on the SEF platform where 

Participants and EA Trading Customers may enter, view and execute Orders in the Order 

Book and engage in RFQ transactions.

Trading Customer

The term “Trading Customer” means a Person authorized to enter Orders or RFQs, respond 

to RFQs, or submit Block Trades, Package Transactions, Cross Trades, New Swaps/Old 

Terms or New Swaps/Corrected Terms either through an Introducing Agent as that 

Introducing Agent’s customer or having been designated in accordance with Rule 304. A 

Trading Customer may either be acting as a principal or as an Account Manager acting on 

behalf of one or more Client Accounts; provided that the term “Trading Customer” shall not 

include any such Client Accounts.

Trading Hours

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

is regularly open for the trading of such Swap.

Trading Privileges

The term “Trading Privileges” means the rights granted to a Participant or a Trading 

Customer with Electronic Access to enter Orders or RFQs, respond to RFQs, submit Block 

Trades, Package Transactions, Cross Trades, New Swaps/Old Terms or New 

Swaps/Corrected Terms, and otherwise effect Swap transactions whether directly or 

indirectly (including through an ISV), on or pursuant to the Rules of the SEF, either on its 

own behalf, on behalf of, or as Introducing Agent for, Trading Customers or Client Accounts. 

For the avoidance of doubt, a Trading Customer (other than a Trading Customer with 

Electronic Access) shall not be deemed to have Trading Privileges solely on the basis of 

engaging in the foregoing activity through an Introducing Agent.

Uncleared Swap

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

User ID

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

Authorized User.

102. Rules of Interpretation

For all purposes of these Rules, except as otherwise expressly provided herein or unless the 

context otherwise requires:

(a) the terms defined in these Rules include the plural as well as the singular and vice versa;

(b) words importing gender include all genders;

(c) any reference to a Chapter, Rule or Appendix refers to a Chapter or Rule of, or Appendix 

to, these Rules;
308433745.12 

 15 

(d) any reference to these Rules refers to these Rules, including all Appendices hereto, and 

the words herein, hereof, thereto, hereto and hereunder and words of similar import refer 

to these Rules and their Appendices as a whole and not to any particular Chapter, Rule, 

Appendix or any other subdivision;

(e) references to days, months and years refer to calendar days, months and years, 

respectively;

(f) all references herein to “including” are deemed to be followed by the words “without 

limitation;” and

(g) any term used but not defined herein that is defined in the CEA or CFTC Regulations 

(including without limitation in CFTC Regulation 1.59) shall have the meaning assigned to 

it therein.

103. Effect of Titles

The titles of these Rules have been inserted for convenience of reference only and shall not affect 

the meaning of these Rules.

104. Amendment of Rules

The Board may adopt new Rules and may amend or repeal existing Rules. All such new Rules, 

amendments or repeals shall become effective on the date specified by the Board or its designee 

(subject to any required filing with, or approval thereof by, the CFTC).

105. Security-Based Swaps 

In the event and to the extent that the Company registers with the SEC as a SB Swap execution 

facility, all references in these Rules to:

(a) “CEA” shall be deemed additionally to include the Exchange Act;

(b) “CFTC Regulations” shall be deemed additionally to include SEC Regulations; 

(c) “DCO” shall be deemed additionally to include any securities clearing agency registered 

under the Exchange Act that accepts for clearing one or more SB Swaps transacted on 

the SEF or pursuant to these Rules; 

(d) “SDR” shall be deemed additionally to include any SB Swap data repository as defined in 

the Exchange Act and SEC Regulations that the Company may select to report, as 

required by and in accordance with the Exchange Act, the terms of SB Swaps executed 

pursuant to these Rules;

(e) “SEF” shall be deemed additionally to include the SB Swap execution facility operated or 

to be operated by the Company and registered or to be registered with the SEC; and

(f) “Swap” shall be deemed additionally to include any SB Swap.
308433745.12 

 16 

Chapter 2. GOVERNANCE 

201. Board of Managers 

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

with the LLC Agreement. 

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

to the Company’s governance as a SEF, the members of the Board shall include no fewer 

than the minimum number or percentage of Public Directors1required by such CFTC 

Regulations. Each Public Director shall be elected in accordance with the LLC 

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

remainder of any Public Director term to which he is elected as a replacement) and until 

his successor is duly appointed, or until his earlier resignation, removal for cause or 

dismissal pursuant to the LLC Agreement. 

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

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

202. Standing Committees

(a) As described in Chapter 2 of these Rules, the Board, if required by CFTC Regulations,

shall have at least the three following Standing Committees: the Nominating Committee, 

the Participation Committee and the Regulatory Oversight Committee. In the event that 

the Company registers with the SEC as a SB Swap execution facility, the Swap Review 

Committee shall also be a Standing Committee.

(b) Except as otherwise specified by these Rules, the members of Standing Committees shall 

be appointed in accordance with the LLC Agreement and at all times shall conform to the 

requirements of Applicable Law. The Board shall designate the chairperson of each 

Standing Committee.

(c) Each Standing Committee shall assist in the supervision, management and control of the 

affairs of the Company within its particular area of responsibility.

(d) Subject to the authority of the Board and Applicable Law, each Standing Committee shall 

determine the manner and form in which its proceedings shall be conducted.

203. Nominating Committee

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 Nominating

Committee which shall: (i) identify individuals qualified to serve on the Board, consistent with the 

criteria approved by the Board and the composition requirements of Applicable Law; and (ii) 

administer a process for the nomination of individuals to the Board. At all times following the 

compliance date of applicable CFTC Regulations, the Nominating 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 Nominating Committee. 

 

1 CFTC regulations refer to Public Directors, but such persons shall be Managers in accordance with the 

Company’s LLC Agreement. References to Public Directors herein shall mean Managers. 
308433745.12 

 17 

204. Participation 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 

Participation 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 SEF. 

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

Company’s governance as a SEF, the Participation 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 Participation Committee. 

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

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

requirements that the Participation Committee has established. 

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

access or impose burdens on access to the SEF in a discriminatory manner, within each 

category or class of Participants or between similarly situated categories or classes of 

Participants.

205. Regulatory Oversight Committee

(a) The Board shall designate certain of its members to serve as the Regulatory Oversight

Committee which shall: 

(i) oversee the Company’s regulatory program, including trade practice and market 

surveillance; audits, examinations, and other regulatory responsibilities with 

respect to Participants and their Authorized Users (including ensuring compliance 

with any financial integrity, financial reporting, sales practice, recordkeeping, and 

other requirements); and the conduct of investigations;

(ii) monitor the Company’s regulatory program for sufficiency, effectiveness and 

independence;

(iii) review the size and allocation of the regulatory budget and resources, and the 

number, hiring and termination, and compensation of regulatory personnel;

(iv) review the performance of the Chief Compliance Officer and make 

recommendations with respect to such performance to the Board; 

(v) prepare and present to the Board annually a written report (or oral report, provided 

the report is memorialized in Board minutes), which may include topics such as 

(1) the Company’s self-regulatory program’s expenses, (2) the Company’s selfregulatory program’s staffing structure, (3) the investigations and disciplinary 

proceedings taken during the year, and (4) the performance reviews of 

Disciplinary Panels, Appeals Panels and the CCO;

(vi) recommend changes to the Company’s regulatory program that would ensure fair, 

vigorous, and effective regulation; 
308433745.12 

 18 

(vii) review all regulatory proposals, actions or changes prior to implementation and 

advise the Board as to whether and how such proposals, actions or changes may 

affect the Company’s regulation and its conduct and governance standards; and 

(viii) exercise any other functions expressly assigned to it in these Rules.

(b) Not later than the compliance date of the CFTC Regulations applicable to the Company’s 

governance as a SEF and at all times thereafter, the Regulatory Oversight 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 Regulatory Oversight Committee. Each member 

of the Regulatory Oversight Committee shall serve for a term of two calendar years from 

the date of his appointment or for the remainder of the term to which he is appointed as a 

replacement, and until the due appointment of his successor, or until his earlier resignation 

or removal (as a member of the Regulatory Oversight Committee or as a member of the 

Board) for cause or dismissal pursuant to the LLC Agreement. 

206. Swap Review Committee

(a) In the event the Company registers with the SEC as a SB Swap execution facility, the 

Board shall designate certain of its members and Authorized Users of Participants to 

serve as the Swap Review Committee. In making such appointments, the Board shall 

provide for the fair representation of Participants and shall endeavor to ensure that no 

single class of Participant dominates such Committee. In general, the Swap Review 

Committee shall determine the SB Swaps that the Company will list for trading and the 

SB Swaps that will be delisted from trading pursuant to criteria established by the 

Company. More specifically, the Swap Review Committee shall:

(i) determine, after taking into account all of the terms and conditions of a SB Swap 

and the markets for such swap and any relevant underlying securities, whether 

such SB Swap is readily subject to manipulation prior to the initiation of trading of 

any SB Swap; and

(ii) review on a quarterly basis each SB Swap executed pursuant to these Rules to 

determine whether the trading characteristics of such SB Swap justify a change 

to the SB Swap execution facility for such SB Swap. In making this determination, 

the Swap Review Committee shall consider whether (A) the liquidity in each SB 

Swap is at an appropriate level for the SB Swap execution facility and (B) such 

SB Swap would be more suited for trading on a different type of platform. The 

results of the foregoing reviews shall be reported promptly to the Chief 

Compliance Officer and annually to the Regulatory Oversight Committee.

(b) At all times following the compliance date of applicable SEC Regulations, the Swap 

Review Committee shall meet the composition requirements prescribed by such SEC 

Regulations.

207. Reporting to the CFTC

If the Board rejects a recommendation or supersedes an action of the Regulatory Oversight 

Committee or the Participation Committee, the Company shall submit a written report to the CFTC 

detailing: (i) the recommendation of or action proposed to be taken by the Regulatory Oversight 

Committee or the Participation Committee; (ii) the rationale for such recommendation or action; 

(iii) the rationale of the Board for rejecting such recommendation or superseding such action; and 

(iv) the course of action that the Board decided to take contrary to such recommendation or action.
308433745.12 

 19 

208. Additional Committees and Panels

(a) The Board may create such additional committees of the Board as it may deem necessary 

or advisable.

(b) In addition to the Standing Committees, the Board may from time to time constitute and 

appoint, by rule or resolution, special committees of the Board and designate their 

composition, responsibilities and powers. The provisions regarding Standing Committees 

in Rule 202 shall apply mutatis mutandis to any such special committees. 

(c) The Company may create additional committees or panels of the Company for such 

purposes as may from time to time be necessary or advisable. Members of each such 

committee or panel may be members of the Board, Participants (if individuals) or any of 

their Authorized Users or such other individuals as may be qualified to serve on such 

committee or panel. 

(d) Each Disciplinary Panel and Appeals Panel will include sufficiently different membership 

interests so as to ensure fairness and to prevent special treatment or preference for any 

person in the conduct of such panel’s responsibilities.

209. Public Director Qualifications 

To serve as a Public Director of the Board and any of the Standing Committees as and when may 

be required by applicable CFTC Regulations and Rules 201 through 205 above, an individual must 

meet the qualifications of a Public Director specified by such CFTC Regulations, the CEA and 

other Applicable Law in effect for the period of such service. 

210. Eligibility

(a) No Person may serve as a Manager, Officer or member of a Standing Committee, 

Disciplinary Panel or Appeals Panel if the Person:

(i) was found within the past three years by a Final Decision of a self-regulatory 

organization, an administrative law judge, a court of competent jurisdiction or the 

CFTC to have committed a Disciplinary Offense;

(ii) entered into a Settlement Agreement within the past three years in which any of 

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

Disciplinary Offense;

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

expelled from membership with any self-regulatory organization, is serving any 

sentence of probation or owes any portion of a fine imposed pursuant to either 

(A) a finding by a Final Decision of a self-regulatory organization, an 

administrative law judge, a court of competent jurisdiction or the CFTC that such 

person committed a Disciplinary Offense, or (B) a Settlement Agreement in which 

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

included a Disciplinary Offense;

(iv) is currently subject to an agreement with the CFTC or any self-regulatory 

organization not to apply for registration with the CFTC or membership in such 

self-regulatory organization;

(v) is currently subject to or has had imposed on him within the past three years a 

CFTC registration revocation or suspension in any capacity for any reason, or has 

been convicted within the past three years of any of the felonies listed in Section 

8a(2)(D)(ii) through (iv) of the CEA; or
308433745.12 

 20 

(vi) is currently subject to a denial, suspension or disqualification from serving on a 

disciplinary committee, arbitration panel or governing board of any self-regulatory 

organization as that term is defined in Section 3(a)(26) of the Exchange Act.

(b) Upon the occurrence of an event listed in this Rule 210 with respect to a Manager, Officer 

or member of a Standing Committee, Disciplinary Panel or Appeals Panel, such Person 

shall disclose the occurrence of such event to the Chief Compliance Officer or his 

designee.

(c) For purposes of this Rule 210, the terms “Disciplinary Offense,” “Final Decision,” and 

“Settlement Agreement” shall have the meanings set forth in CFTC Regulation 1.63.

211. Officers

The Board shall appoint a Chief Executive Officer, a President, a Chief Administrative Officer, a 

Chief Compliance Officer and such other officers of the Company as it may deem necessary or 

appropriate from time to time, in each case for such term and on such other conditions as it sees 

fit. Any Officer may also be a member, manager, director, officer, partner or employee of the 

Company or any of its Affiliates.

212. Chief Compliance Officer 

(a) The Board shall designate an individual to serve as the Chief Compliance Officer (“CCO”) 

of the Company. The CCO shall:

(i) report directly to the Chief Executive Officer;

(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 Chief Executive Officer, 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; 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) if applicable, monitor compliance with provisions of the Exchange Act and SEC 

Regulations thereunder applicable to SB Swap transactions on the SEF; 

(vii) establish procedures for the remediation of noncompliance issues identified by 

the CCO through compliance office reviews, look-backs, internal or external audit 

findings, self-reported errors or validated complaints; 

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

response, remediation, retesting, and closing of noncompliance issues;
308433745.12 

 21 

(ix) 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;

(x) 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, Trading Customers, Clearing Members or other Persons using 

any of the Participant’s User IDs, and all other Persons subject to the jurisdiction 

of the SEF under Rule 301, and, in addition to the foregoing in this Rule 212(a)(x), 

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

(xi) provide any information regarding the Company’s self-regulatory program that is 

requested by the Board of the Regulatory Oversight Committee;

(xii) supervise the effectiveness and sufficiency of any regulatory services provided to 

the Company by the Regulatory Service Provider in accordance with CFTC 

Regulation 37.204; and

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

Regulation 37.1501.

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

may serve as CCO. 

213. 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, non-public information 

(as defined in CFTC Regulation 1.59(a)) obtained in connection with the performance of his 

official duties for any purpose other than the performance of such official duties.

214. Conflicts of Interest

(a) Definitions. For purposes of this Rule 214, the following definitions shall apply:

(i) The term “member’s affiliated firm” shall mean a firm in which a member of the 

relevant deliberating body is an employee, an “associated person,” as defined in 

CFTC Regulation 1.3(aa), or a “principal,” as defined in CFTC Regulation 3.1(a).

(ii) The term “named party in interest” shall mean a Person or entity that is identified 

by name as a subject of any matter of a Rule enforcement or any disciplinary 

matter or appeal being considered by the Board, a disciplinary committee or 

oversight panel.

(iii) The term “significant action” shall mean any action taken by the Company, 

including without limitation a change of any Rule, to address an Emergency.

(b) Named Party in Interest Conflict.

(i) Prohibition. No Officer or member of the Board, Standing Committee, Disciplinary 

Panel or Appeals Panel shall knowingly participate in deliberations or voting in 

any matter involving a named party in interest where such person: 

(A) is a named party in interest; 
308433745.12 

 22 

(B) is an employer, employee or fellow employee of a named party in interest; 

(C) has any other significant, ongoing business relationship with a named 

party in interest, excluding relationships limited to executing Swaps 

opposite each other or to clearing Swaps through the same Clearing 

Members;

(D) has a family relationship with a named party in interest. For purposes of 

this paragraph (b)(i)(D), the term “family relationship” shall mean with 

respect to a Person, such Person’s spouse, former spouse, parent, 

stepparent, child, stepchild, sibling, stepbrother, stepsister, grandparent, 

grandchild, uncle, aunt, nephew, niece or in-law;

(E) has a direct and substantial financial interest in the result of the 

deliberations or vote based upon trades or positions that could 

reasonably be expected to be affected by such Company Proceeding or 

Emergency. A direct and substantial financial interest includes (but is not 

limited to) trades and positions in accounts of, controlled by, or Affiliated 

with the Interested Person that could reasonably be expected to be 

affected by such deliberations or vote; or

(F) has a conflict between the exercise of the authority by the Director, 

Officer, member of any Committee, Disciplinary Panel Member or Appeal 

Panel Member concerning such Company Proceeding or Emergency and 

his or her personal interests due to any other circumstances.

(ii) Chief Compliance Officer Recusal. Where the Chief Compliance Officer’s 

participation in deliberations or voting would be prohibited pursuant to paragraphs 

(b)(i) or (c)(i) of this Rule 214, the Chief Compliance Officer shall recuse himself 

from such deliberation or vote giving rise to the conflict, and the Board shall 

appoint an individual without such conflict and meeting to the greatest extent 

practicable the requirements of a Chief Compliance Officer to serve as Chief 

Compliance Officer for the specific deliberation or vote giving rise to the conflict.

(iii) Disclosure. Prior to consideration of any matter involving a named party in 

interest, each member of the deliberating body shall disclose to the Chief 

Compliance Officer, or his designee, whether such member has or believes that 

he may have one of the relationships listed in paragraph (b)(i) with a named party 

in interest. 

(iv) Procedure and Determination. The Chief Compliance Officer, or his designee, 

shall determine whether any member of the relevant deliberating body is subject 

to a conflicts restriction under this Rule 214. Such determination shall be based 

upon a review of the following information:

(A) any information provided by such member pursuant to paragraph (b) (iii) 

and any additional information requested by the Chief Compliance Officer 

or his designee; and

(B) any other relevant information that is held by the Company or obtained 

from a reasonably available source that the Chief Compliance Officer or 

his designee reasonably believes to be accurate.

(c) Financial Interest in a Significant Action Conflict.

(i) Prohibition. No Officer or member of the Board, Standing Committee, Disciplinary 

Panel or Appeals Panel shall participate in deliberations and voting on any 
308433745.12 

 23 

significant action if such person knows or reasonably should know that he or she 

has a direct or indirect substantial financial interest in the result of the deliberation 

or vote, based upon positions in Swaps or related Underlying Instruments that 

could reasonably be expected to be affected by the significant action under 

consideration, as determined pursuant to this paragraph (c).

(ii) Disclosure. Prior to consideration of any significant action, each member of the 

deliberating body who does not choose to abstain from deliberations and voting 

may disclose to the Chief Compliance Officer, or his designee, any information 

that may be relevant to a determination of whether such member has a direct and 

substantial financial interest in the result of the vote, including:

(A) gross positions held at the DCOs for such member’s personal accounts 

or “controlled accounts,” as defined in CFTC Regulation 1.3(j);

(B) gross positions held at the DCOs in accounts of any entity in which such 

member is a “principal,” as defined in CFTC Regulation 3.1(a); and

(C) any other types of positions, whether maintained at the DCOs or 

elsewhere, held in such member’s personal accounts or the proprietary 

accounts of such member’s Affiliated firm, that the Company reasonably 

expects could be affected by the significant action.

(iii) Procedure and Determination. The Chief Compliance Officer, or his designee, 

shall determine whether any member of the relevant deliberating body is subject 

to a conflicts restriction under this paragraph (c) based upon a review of the most 

recent large user reports and clearing records available to the Company, 

information provided by such member with respect to positions pursuant to clause 

(ii) above and any other source of information that is held by and reasonably 

available to the Company that the Chief Compliance Officer or his designee 

deems to be accurate, taking into consideration the exigency of the significant 

action being contemplated.

(iv) Deliberation Exemption. Any Officer or member of the Board, Standing 

Committee, Disciplinary Panel or Appeals Panel who would otherwise be required 

to abstain from deliberations and voting pursuant to this paragraph (c) (excluding 

the Chief Compliance Officer) may participate in deliberations, but not voting, if 

the deliberating body, after considering the factors specified below, determines 

that such participation would be consistent with the public interest; provided, 

however, that before reaching any such determination, the deliberating body shall 

fully consider any information disclosed pursuant to paragraph (c)(ii). In making 

its determination, the deliberating body shall consider:

(A) whether such member’s participation in deliberations is necessary to 

achieve a quorum; and

(B) whether such member has unique or special expertise, knowledge or 

experience in the matter being considered.

(d) Documentation. The minutes of any meeting to which the conflicts determination 

procedures set forth in this Rule 214 apply shall reflect the following information:

(i) the names of all members of the relevant deliberating body who attended such 

meeting in person or who otherwise were present by electronic means; 
308433745.12 

 24 

(ii) the name of any member of the relevant deliberating body who voluntarily recused 

himself or was required to abstain from deliberations or voting on a matter and 

the reason for the recusal or abstention, if stated; 

(iii) information that was reviewed for each member of the relevant deliberating body, 

including position information in the case of a significant action conflict; and

(iv) any determination made in accordance with paragraph (c)(iii) above.

215. 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).

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

pursuant to these Rules and five years following the termination of such Swap, 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 (Recordkeeping) and 45.2(a) (Swap Recordkeeping).

(c) 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.

(d) 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.
308433745.12 

 25 

Chapter 3. TRADING PRIVILEGES AND PARTICIPANTS

301. Jurisdiction

ANY PERSON INITIATING OR EXECUTING A TRANSACTION ON OR SUBJECT TO THE 

RULES OF THE SEF DIRECTLY OR THROUGH AN INTERMEDIARY, ANY PERSON FOR 

WHOSE BENEFIT SUCH A TRANSACTION IS INITIATED OR EXECUTED AND ANY 

CLEARING MEMBER WITH RESPECT TO SUCH A TRANSACTION 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 SEF, 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 THE RSP, OR ANY SELF-REGULATORY ORGANIZATION TO FULFILL ANY OF THE 

COMPANY’S OBLIGATIONS UNDER THE RULES, APPLICABLE LAW OR THE PARTICIPANT 

DOCUMENTATION. 

302. Trading Privileges

(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 SEF shall be provided solely to Participants and EA Trading 

Customers. Trading Privileges are non-transferable, non-assignable and may not be sold 

or leased. By virtue of obtaining Trading Privileges, a Participant or EA Trading Customer 

shall not obtain any equity or other interest in the Company, including voting rights or 

rights to receive any dividends or other distributions, whether arising from a dissolution, 

merger, consolidation involving the Company or otherwise. 

(b) Subject to Rule 302(f), the Company may deny Trading Privileges to any Person:

(i) if such Person is unable satisfactorily to demonstrate a capacity to adhere to all 

applicable Rules and Applicable Law;

(ii) if such Person would bring the Company into material disrepute, as determined 

by the Company in its sole but reasonable discretion; or 

(iii) for such other good cause as the Company reasonably and in good faith may 

decide.

(c) Subject to Rule 302(f), the Company may determine not to permit any Person to keep its 

Trading Privileges, or may suspend, remove or limit such Trading Privileges, if, after such 

Trading Privileges have been approved, the Person:

(i) fails to meet any of the qualification requirements for Trading Privileges;

(ii) fails to meet any condition placed by the Company on such Trading Privileges; 

(iii) violates any agreement with the Company or a DCO; 

(iv) has summary action taken against it by the Company pursuant to Rules 717 or 

718; or

(v) is sanctioned under Rule 715 for any violation of the Rules.
308433745.12 

 26 

(d) In the case of any suspension, revocation or limitation of the Trading Privileges of any 

Participant or EA Trading Customer pursuant to this Rule 302 or otherwise, the Company, 

in its sole discretion, may also suspend, revoke or limit the status of any natural person 

as an Authorized User of such Participant or EA Trading Customer, in each case as the 

Company deems necessary to protect other Participants or EA Trading Customers and 

the integrity of the Company.

(e) In the case of any suspension, revocation or limitation on the status of any natural person 

as an Authorized User of any Participant or EA Trading Customer pursuant to this Rule 

302 or otherwise, the Company, in its sole discretion, may also suspend, revoke or limit 

the Trading Privileges of such Participant or EA Trading Customer or the status of such 

Participant’s or EA Trading Customer’s other Authorized Users, in each case as the 

Company deems necessary to protect other Participants or EA Trading Customers and 

the integrity of the Company.

(f) Any decision by the Company to deny, suspend, revoke or limit the Trading Privileges of 

any Person or the status of any natural person as an Authorized User will be exercised 

by the Company in an impartial, transparent, fair and nondiscriminatory manner.

303. Participant Eligibility and Access to the SEF; ISV Eligibility and Access to the SEF

(a) A Person that desires to become a Participant shall:

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

Participant; 

(ii) if it is an Account Manager, represent in writing to the Company that each of its 

Client Accounts is an Eligible Contract Participant;

(iii) complete and submit the Participant Documentation;

(iv) provide such information and documentation as may be reasonably requested by

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

admission;

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

Trading Customers (as applicable) or cause the Rules and Notices to Participants 

to be so distributed consistent with Rule 310(c); and

(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, that it is 

regulated in its home country by a financial regulatory authority with 

respect to the maintenance of relevant books and records, that it is 

subject to regular inspections and examinations by such home country 

regulator; and

(B) make such other representations as the Company deems necessary to 

comply with Applicable Law.

(b) [Reserved].

(c) A Participant that is registered as a swap dealer or major swap participant must undertake 

and be able to discharge (i) on the SEF, any pre-trade disclosure it may owe to its 

counterparty when engaging in a Swap transaction on a disclosed basis with that 
308433745.12 

 27 

counterparty, and (ii) off the SEF, any due diligence and analysis obligations it may owe 

to its counterparty. 

(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. 

(e) A Person seeking to act as an ISV may not be a Participant when acting in an ISV capacity 

and must satisfy the Company’s technological integrity requirements and not adversely 

affect the Company’s ability to comply with the CEA and CFTC Regulations.

(f) A Person whose application for Participant status has been denied or granted 

conditionally pursuant to this Rule 303, and any Participant whose access to the SEF is 

revoked, suspended or limited pursuant to Rules 302 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 SEF pursuant to Rules 302 and 305 

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

the time for review has expired.

(g) In order to be eligible to access the SEF, an ISV must demonstrate that it can:

(i) receive market data information and present it in a understandable and useful 

manner;

(ii) make available to Participants or Trading Customers a system or platform offering 

smart order routing, front-end trading applications, an aggregator platform or a 

combination of the foregoing; and

(iii) facilitate pre-trade credit checks for Cleared Swaps.

304. Introducing Agent Eligibility and Access to the SEF

(a) An Introducing Agent shall:

(i) Represent in writing to the Company that the Trading Customer is an Eligible 

Contract Participant and, if the Trading Customer is an Account Manager, each 

of such Account Manager’s Client Accounts is an Eligible Contract Participant; 

(ii) Ensure that each Order, RFQ, response to an RFQ, Block Trade, Package 

Transaction, Cross Trade, New Swaps/Old Terms or New Swaps/Corrected 

Terms submitted by the Introducing Agent on behalf of the Trading Customer will 

properly identify the underlying Trading Customer on a pre-trade basis;

(iii) If the Trading Customer is registered as a swap dealer or major swap participant, 

undertake and be able to discharge, or cause the Trading Customer to discharge 

in an Uncleared Swap (i) on the SEF, any pre-trade disclosure the Trading 

Customer may owe to its counterparty when engaging in a Swap transaction on 

a disclosed basis with that counterparty, and (ii) off the SEF, any due diligence 

and analysis obligations the Trading Customer may owe to its counterparty; and

(iv) Require the Trading Customer to provide written or electronic representations and 

agreements that the Trading Customer:

(A) Qualifies as an Eligible Contract Participant;

(B) If the Trading Customer is an Account Manager, represents that each of 

its Client Accounts is an Eligible Contract Participant;
308433745.12 

 28 

(C) Agrees to be bound by and comply with the Rules, to the extent 

applicable;

(D) Authorizes the Company to send Trade Communications for Swaps 

entered into by the Introducing Agent on behalf of the Trading Customer 

to such Introducing Agent and authorizes such Introducing Agent to 

accept such Trade Communications on behalf of the Trading Customer;

(E) Has clearing arrangements in place in order to permit such Trading 

Customer to clear Swaps in compliance with Rule 1003 with respect to 

any Cleared Swaps entered into by such Trading Customer, including, 

where applicable, Cleared Swaps entered into on behalf of its Client 

Accounts; and

(F) Has all registrations, licenses and consents required by its constituent 

documents and Applicable Law to transact in Swaps on or pursuant to 

the Rules of the SEF.

(b) EA Trading Customers.

(i) An Introducing Agent may designate a Trading Customer for Electronic Access . 

The Company shall promptly grant or deny such designation pursuant to the 

process set forth in this Rule 304(b). 

(ii) Each prospective Introducing Agent will submit or cause Trading Customers to 

submit the appropriate documentation identifying for which Trading Customers 

such Introducing Agent intends to designate for Electronic Access and the 

identifying information of Authorized User(s) of such EA Trading Customers.

(iii) The Company shall, in its sole but reasonable discretion, and acting in an 

impartial, transparent, fair and nondiscriminatory manner, approve or deny an 

application of a Trading Customer to have Electronic Access to the SEF through 

an Introducing Agent. The Company will notify an Introducing Agent of its 

approval or disapproval of the designation of a Trading Customer for Electronic 

Access. 

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

impartial, transparent, fair and nondiscriminatory manner, by notice to the relevant 

Introducing Agent in accordance with Chapter 7 of these Rules and procedures 

established by the Company, revoke, suspend or limit a Trading Customer’s 

Electronic Access.

(v) Upon the Company’s request, an Introducing Agent or the Trading Customer, as 

necessary, must be able to (A) identify each natural person exercising trading 

authority on behalf of an EA Trading Customer and (B) revoke, suspend or limit 

the ability of any such natural person to submit Orders, RFQs or responses to 

RFQs on the SEF.

(vi) An Introducing Agent may at any time terminate the designation for Electronic 

Access of any of its Trading Customers by providing (A) prior written notice to the 

relevant Trading Customer and (B) written notice of such termination to the 

Company, and until such time, such designation shall not be terminated (unless 

otherwise terminated by the Company).

(c) Each Introducing Agent shall take reasonable steps to ensure that its activities on behalf 

of its Trading Customers, and the activities of its Trading Customers, related to the 

Company, wherever conducted, comply with all Applicable Law.
308433745.12 

 29 

(d) To the extent necessary or required under Applicable Law, the Company shall provide all 

Trade Communications for Trading Customer transactions to the Introducing Agent acting 

on behalf of such Trading Customer. Any Introducing Agent that transacts on behalf of 

any Trading Customer shall be responsible for ensuring that such Trading Customer has 

access to all Trade Communications for the Swaps it executes on behalf of such Trading 

Customer, provided, however, the foregoing shall not apply to EA Trading Customers.

305. Authorized Users 

(a) Each Participant or EA Trading Customer 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 Participant has no employees, an agent who is a natural person) to act 

as an Authorized User. A Participant may also appoint additional employees, agents or 

authorized contractors who are individuals to act as Authorized Users and shall specify 

whether each such additional Authorized User is entitled (i) to exercise Trading Privileges 

on behalf of the Participant or EA Trading Customer subject to the terms and conditions 

of these Rules, or (ii) to access the SEF on “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 or EA 

Trading Customer in accordance with the procedures established by the Company.

(c) A Participant or EA Trading Customer may at any time revoke an authorization granted 

by it to any Authorized User or a User ID granted to any other Person by providing written 

notice of such revocation to the Company and the Company shall, as soon as is 

practicable, revoke and disable such Person’s access to the SEF. A Participant or EA 

Trading Customer shall take immediate and appropriate measures to ensure that, after 

any such revocation, (i) the affected Authorized User shall not have access to the SEF 

and (ii) the affected Person shall not utilize its User ID, and the Company shall act 

promptly, but in any event within one Business Day of receiving notice from the Participant 

or EA Trading Customer, to disallow the entry of Orders or RFQs, responses to RFQs, or 

submission of Block Trades, Package Transactions, Cross Trades, New Swaps/Old 

Terms or New Swaps/Corrected Terms by any such Person. 

(d) All obligations of Participants and EA Trading Customers under these Rules shall also 

apply to each of their Authorized Users, to the extent applicable, and each Participant and 

EA Trading Customer shall be responsible for the actions and omissions of each of its 

Authorized Users. Each Participant and EA Trading Customer will ensure on an ongoing 

basis that none of its Authorized Users is subject to a disqualification pursuant to any 

Applicable Law (unless an appropriate exemption has been obtained with respect thereto) 

and that each of its Authorized Users will be technically proficient in respect of the use of 

the SEF. Each Participant and EA Trading Customer shall have procedures for performing 

day-to-day monitoring of its Authorized Users to ensure that each will conduct its business 

in a fair and equitable manner and in accordance with these Rules.

(e) 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 or EA Trading Customer’s Authorized Users, (ii) a Participant or EA 

Trading Customer submitting or receiving Orders or RFQs or transacting in Swaps on the 

SEF, shall be deemed to also refer and apply to any such actions engaged in by any 

Person using any of such Participant’s or EA Trading Customer’s Trading Privileges, and 

(iii) the knowledge of, or matters known to, any Participant or EA Trading Customer shall 

be deemed to also refer to and include the knowledge of, or matters known to, its 

Authorized Users. 
308433745.12 

 30 

306. Credit Arrangements Required

A Participant or Trading Customer that is registered as a swap dealer or major swap participant 

with the CFTC that executes an Uncleared Swap on or pursuant to the Rules of the SEF shall do 

so only with a counterparty with which it or the underlying party(ies) on whose behalf it is executing 

the Swap has established swap trading relationship documentation consistent with the 

requirements of CFTC Regulation 23.504. 

307. Dues, Assessments and Fees

The Company shall set and communicate in writing the times and amounts of any dues, 

assessments or fees to be paid by Participants, which dues, assessments or fees shall be paid to 

the Company when due. If a Participant fails to pay when due any Company dues, assessments 

or fees levied on 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.

308. Continuing Application of Rules and Jurisdiction 

Any Participant whose Trading Privileges are suspended, revoked or terminated, as well as any 

Authorized User or EA Trading Customer whose status as such has been suspended, revoked or 

terminated, shall remain bound by these Rules and Applicable Law and subject to the jurisdiction 

of the Company with respect to any and all matters arising from, related to, or in connection with, 

the status, acts or omissions of such Participant, Authorized User or EA Trading Customer arising 

prior to such suspension, revocation or termination. Such Participant, Authorized User or EA 

Trading Customer must also cooperate in respect of any disciplinary proceeding arising under 

Chapter 7 as if its Trading Privileges were not suspended, revoked or terminated.

309. Recording Communications

Each of the Company and each Participant or EA Trading Customer (it being understood such 

Participant or EA Trading Customer has Trading Privileges and hence would be considered a 

“member” of the SEF under Section 1a(34)(B) of the CEA) shall record conversations and retain 

copies of electronic communications between Officers, employees or agents of the Company, on 

one hand, and Participants, Authorized Users, Trading Customers and other Persons, on the other 

hand as required by Applicable Law, including CFTC Regulations 37.1001 (Recordkeeping), 1.31 

and 1.35; provided that Participants or EA Trading Customers that are otherwise excluded or 

exempted from such recordkeeping obligations shall not be required to record or retain such 

communications under this Rule. The RSP will have access to such recordings or copies of 

electronic communications to the extent required to perform certain regulatory services for the 

Company pursuant to the Regulatory Services Agreement. 

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).
308433745.12 

 31 

(b) For purposes of publication in accordance with paragraph (a), it shall be sufficient (without 

limiting the discretion of the Company as to any other reasonable means of 

communication) if a Notice to Participants is published on the Company’s website; 

provided, however, where practicable to do so, the Company shall also notify the 

Participant’s Authorized Users via the SEF or electronic mail. Any Notice to Participants 

shall be deemed to have been made to all Participants and Authorized Users.

(c) Each Introducing Agent and Account Manager is responsible for providing relevant 

Notices to Participants to each of its Trading Customers or Client Accounts, as applicable, 

and the Company shall not be responsible or liable for the failure of any Introducing Agent 

or Account Manager to provide Notices to Participants to any of its Trading Customers or 

Client Accounts.

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

response to an Emergency.

311. Communications Between the Company and Participants; Communications Between the 

Company and EA Trading Customers

Each Participant and EA Trading Customer 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. All communications between the Company on the one 

hand and the Participant or EA Trading Customer on the other hand, will be transmitted by 

electronic mail (or by telephone confirmed by electronic mail) and/or posted on the SEF or on the 

Company website, except as otherwise specified by the Company. Each Participant or EA Trading 

Customer shall be responsible for conveying such communications to its Authorized Users and 

other Persons to whom the Participant or EA Trading Customer has given its User ID(s). Each 

Participant and EA Trading Customer will also be responsible for promptly reviewing and, if 

necessary, responding to all electronic communications from the Company to the Participant or 

EA Trading Customer, or any of its Authorized Users, or any Person to whom it has given User 

ID(s) assigned to it by the Company. The Regulatory Services Provider will have access to such 

communications to the extent required to perform certain regulatory services to the Company 

pursuant to the Regulatory Services Agreement. All communications made to a Participant shall 

also be deemed to have been made to all of its Authorized Users and Trading Customers. All 

communications made to an EA Trading Customer shall also be deemed to have been made to 

all of its Authorized Users.

312. Withdrawal of Participant

(a) To withdraw from the SEF, a Participant must notify the Company in accordance with 

procedures established by the Company for such purpose.

(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), 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 SEF) immediately (and the Company may suspend prior to termination if 

necessary to appropriately effectuate such termination). 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 Swap entered into or otherwise arising 

under these Rules before the effective date of such withdrawal. 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.
308433745.12 

 32 

313. Financial or Other Incentive Programs

The Company may from time to time establish programs that provide Participants with financial or 

other incentives for meeting trading volume, liquidity or other thresholds as may be established by 

the Company, including a market making program.

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 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 SEF (including APIs), bid and offer commitments, execution priority and fees or other 

payment arrangements. 
308433745.12 

 33 

Chapter 4. TRADING STANDARDS

401. Swaps Traded on the SEF

(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.

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

may be Cleared Swaps or Uncleared 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.

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 SEF. 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.

403. Price Dissemination and Publication of Trading Information 

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

pursuant to these Rules to an 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 and Required Swap Creation Data for each Swap executed 

on the Company’s trading platform or facility, or pursuant to these Rules, to the 

appropriate SDR as soon as technologically practicable after execution of the swap, in 

the form and manner, and as soon as technologically practicable after execution of such 

swap, and in the form and manner specified by the SDR, as required by CFTC Regulations 

37.901(a), 43.3(b)(1), 43.6, Appendixes A, B, E and F to Part 43, and 45.3. The Company 

may provide such swap transaction and pricing data to Participants, Trading Customers 

and 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 identification, of the 

parties to the Swap. Appendix A to Part 43 sets forth the data fields required for the 

reporting of swap transaction and pricing data.

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

(c) The Company may make available to Participants and EA Trading Customers an 

indicative, non-attributed pricing page on the SEF for certain types of Swaps of the most 

commonly traded tenors within such type of Swap.

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

data (or Required Swap Creation Data) reported to an SDR or any swap data the 

Company is required to report to an SDR, Swap counterparty, DCO or the CFTC, either 

directly or by notification from either party to the Swap, the Company shall promptly submit 

as soon as technologically practicable after discovery corrected data to the same SDR, 
308433745.12 

 34 

Swap counterparty, DCO or the CFTC, as applicable, in the same format as the erroneous 

or omitted data was originally reported.

(e) Participants that become aware of such an error or omission must promptly notify the 

Company pursuant to Rule 502(b). A Trading Customer that becomes aware of an error 

or omission shall report such error or omission to its Introducing Agent. The Introducing 

Agent will then promptly notify the Company of the error or omission pursuant to Rule 

502(b).

404. Execution of Swap Transactions

404.A. Order Book (Minimum Functionality)

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

on the SEF in accordance with these Rules, for its own account, the account of any Client 

Account for whom it acts as an Account Manager, or for the account of any Trading 

Customer for whom it acts as an Introducing Agent. EA Trading Customers shall have 

the ability to post Orders on the Order Book in any Swap offered on the SEF in accordance 

with these Rules, for its own account. The execution functionality of the Order Book 

requires a Participant or EA Trading Customer to execute the Order with the best 

displayed price in the time priority such Order was entered into the Order Book.

(b) An Introducing Agent seeking to execute a Cross Trade must (i) in the case of an 

execution by the Introducing Agent as principal against the Trading Customer, enter the 

Trading Customer’s Order into the Order Book at least 15 seconds before entering its 

Order into the Order Book or (ii), in the case of an execution of two Trading Customers’ 

Orders against each other, enter the Trading Customer whose Order it received first into 

the Order Book at least 15 seconds before entering the second Trading Customer’s Order 

into the Order Book.

(c) Pursuant to CFTC Regulation 37.3(a)(4), the Company is not required to offer an Order 

Book for Permitted Package Transactions. 

404.B. RFQ

The SEF’s RFQ system provides for the following types of RFQs:

(a) RFQ for Required Transactions.

(i) For Required Transactions, an RFQ requester will be required to select at least 

three unaffiliated RFQ recipients for one-sided (bid or offer quote) or two-sided 

(both bid and offer quotes) Orders for a particular Swap for a specified notional 

amount. The System does not establish a maximum number of RFQ recipients 

that an RFQ requester may select. For purposes of this Rule 404, “unaffiliated” 

means an RFQ recipient that is neither an Affiliate of the Participant, Authorized 

User, or Trading Customer on whose behalf the RFQ is requested nor an Affiliate 

of another RFQ recipient of such RFQ.

(ii) At the same time that the RFQ requester receives the first responsive Order from 

an RFQ recipient, the Company shall communicate to the RFQ requester, by 

posting on the Trade Manager Execution Panel, any bid or offer pertaining to the 

same Swap resting on the Order Book, and providing the RFQ requester, with the 

ability to execute against any Orders on the Trade Manager Execution Panel.

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

select one or more RFQ recipients eligible to receive such RFQ. Block Trades and 
308433745.12 

 35 

Permitted Package Transactions may also be transacted in this manner in accordance 

with Rule 411 or Rule 411.A, as applicable.

404.C. Required Transactions 

Each Required Transaction shall be executed on the SEF through either of the following 

execution methods:

(a) An Order Book as described in Rule 404.A; or

(b) An RFQ system that operates in conjunction with the Order Book, as described in Rule 

404.B(a).

404.D. Pre-Execution Credit Check 

See Rule 1003. 

404.E. Procedures Relating to Transactions in Swaps 

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 SEF 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 or Trading Customer through the SEF or subject to these Rules, and 

establishing minimum price quoting increments for each Swap. Any amendments to such 

procedures will be made pursuant to Part 40 of the CFTC Regulations.

404.F. Pre-Execution Communications

(a) Pre-Execution Communications with respect to Swaps executed through the Order Book 

shall be prohibited except in the case of Cross Trades executed in accordance with Rule 

404.A(b). 

(b) Pre-Execution Communications are permitted with respect to Swaps executed through 

the SEF’s RFQ system in accordance with Rule 404.B.

404.G. Equal Priority

Any Participant, Authorized User, or Trading Customer shall have, with respect to any other 

similarly situated person, equal priority in: (i) receiving requests for quotes and (ii) transmission 

and display of execution-responsive orders.

405. Modification or Cancellation of Orders

Any Order that has been entered into the SEF may be modified or cancelled unless and until it 

has been executed or has otherwise expired. Such modification or cancellation will become 

effective only upon acceptance by the Company of a “Cancel Replace Order” or “Cancel Order,” 

as the case may be, with respect to the original Order, prior to the expiration or execution of such 

Order. 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 or Trading Customers. 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.
308433745.12 

 36 

406. Information Regarding Orders

The Company will make information from the SEF available to Participants and other Persons at 

such times and in such manner (whether through the SEF, 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 Participant Data and other 

information directly related to a Participant, Trading Customer or Client Account, as applicable, 

shall not be disclosed by the Company unless permitted by the Participant Documentation, 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. 

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), including in connection with a Cleared Error 

Swap under Rule 1005 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 (including, 

where applicable, a Participant that is an Introducing Agent or Account Manager acting 

on behalf of any affected Trading Customer or Client Account counterparty) 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. Such Participants, if acting as Introducing Agents or Account Managers, 

shall be responsible for obtaining any required consent to such adjustment or cancellation 

from their Trading Customer(s) or Client Account(s).

(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 (including, 

where applicable, a Participant that is an Introducing Agent or Account Manager acting 

on behalf of any affected Trading Customer or Client Account counterparty). 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 transaction took place. The Company shall promptly 

determine whether the trade will be subject to review, and upon deciding to review a trade, 

the Company will promptly issue an alert to all affected Participants indicating that the 

trade is under review. In the case of Swaps 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 parties to the trade of 

the identity and contact information of any other party to the trade. 

(c) Review of DCO Rejected Swaps and Cleared Error Swaps.

The Company may initiate a review of a potential DCO Rejected Swap or a Cleared Error 

Swap by its own initiative or in response to a request by a Participant (including, where 

applicable, a Participant that is an Introducing Agent or Account Manager acting on behalf 
308433745.12 

 37 

of any affected Trading Customer or Client Account counterparty) pursuant to Rule 1005. 

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

applicable timeframes specified in Rule 1005. The Company will promptly issue an alert 

to all affected Participants (including, where applicable, any Participant that is an 

Introducing Agent or Account Manager acting on behalf of any affected Trading Customer 

or Client Account counterparty) indicating that the trade is under review and/or indicating 

the conclusions and any actions the Company will take based on its review. In the course 

of its review of any trade, the Company may, but is not obligated to, inform any party to 

the trade of the identity and contact information of any other party to the trade. Following 

its review, if the Company takes any action pursuant to Rule 1005, it will do so in a 

commercially reasonable manner, considering whether such action will adversely impact 

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

violate the Rules or Applicable Law. 

(d) Errors or Omissions.

The Company provides a Help Desk telephone number and email address 

(help@tradeweb.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 contacts the 

counterparties to the trade to confirm the error or omission. If the error or omission is 

confirmed, the Company follows the procedures on correction noted above. If the error or 

omission is not confirmed, the Company contacts the Participant that provided the notice 

to notify the Participant that there will be no correction to the data previously reported to 

the SDR.

408. Position Limits

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

adopt for each of the contracts of the facility, as is necessary and appropriate, position 

limitations for speculators. 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 including CFTC Regulation 

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 Regulation 40.5(a)(6) (Voluntary Submission of Rules For Commission Review and 

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

(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 Market 

Regulation Team 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, 

the applicant will be in violation of speculative limits for the period of time in which the 

excess positions remained open.

(c) The application must be in the form and manner prescribed by the Market Regulation 

Team 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(z)(1), 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 Market Regulation Team, 
308433745.12 

 38 

information or documentation regarding the Person’s application; (iv) agree to comply with 

all terms, conditions or limitations imposed by the Market Regulation Team with respect 

to the exemption; (v) agree that the Market Regulation Team 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 Market Regulation 

Team whenever there is a material change to the information provided in the most recent 

application.

(d) 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.

(e) A Person who exceeds a position limit as a result of maintaining positions in Swaps at 

more than one Clearing Member shall be deemed to have waived confidentiality regarding 

its positions and the identity of the Clearing Members at which those positions are 

maintained if such Person does not remedy the position limit breach on its own as soon 

as practicable but in no event later than the end of the trading day during which it 

exceeded such position limit and received notice from the Company thereof. 

(f) 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. 

409. Position Accountability

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

each of the contracts of the facility, as is necessary and appropriate, position accountability levels 

for speculators, in accordance with CFTC Regulations (including notice provisions consistent with 

Applicable Law including CFTC Regulation 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)). 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 Market Regulation 

Team, information regarding the nature of the position, trading strategy, and hedging 

information if applicable;

(b) Such Person shall, if so ordered by the Market Regulation Team, 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 SEF; and

(e) Upon request, Participants must provide the Market Regulation Team with information, in 

a form and manner acceptable to the Market Regulation Team, identifying the owner, any 

controlling parties and any additional required information for each reportable account.
308433745.12 

 39 

410. Aggregation of Positions

For purposes of Rule 408 and Rule 409, positions in Swaps shall be aggregated in accordance 

with CFTC Regulations.

411. Block Trades

(a) The Company may designate any Swap as eligible for Block Trades under this Rule and 

shall determine the minimum size thresholds for the Swaps in which Block Trades are 

permitted. In determining the minimum size threshold, the Company shall take into 

consideration (to the extent available) the size distribution of transactions in the Swap, 

the size distribution of transactions in the related cash markets, and all other information 

relevant to transaction size in the relevant Swap. Participants and Trading Customers 

may enter into Block Trades, at prices mutually agreed, with respect to Swaps that have 

been designated by the Company for such purpose, provided that the conditions in this 

Rule 411 are satisfied. For any Swap subject to an appropriate minimum block trade size 

set by the CFTC pursuant to CFTC Regulation 43.6 and the Appendices to Part 43 of 

the CFTC Regulation, the Company shall not set such appropriate minimum block size 

at a level lower than that of the CFTC.

(b) The following shall govern Block Trades:

(i) Each buy or sell Order underlying a Block Trade must explicitly state whether 

the parties have elected to execute it by means of a Block Trade;

(ii) A Block Trade must be for a quantity that is at or in excess of the appropriate 

minimum block size as set forth in this Rule;

(iii) Block Trades may be submitted to the Company in accordance with this Rule 411 

or executed by RFQ for Permitted Transactions in accordance with Rule 404.B(b);

(iv) The price at which a Block Trade is executed must be fair and reasonable in light 

of (A) the size of the Block Trade, (B) the prices and sizes of other transactions 

in the same Swap at the relevant time, (C) the prices and sizes of transactions in 

other relevant markets at the relevant time, and (D) the circumstances of the 

markets or the parties to the Block Trade; and

(v) Participants or Trading Customers, in accordance with CFTC Regulation 

43.6(h)(6), shall not aggregate Orders for different accounts to achieve the 

minimum block size, except if done by a person who has more than $25,000,000 

in total assets under management and:

(A) Is a commodity trading advisor registered pursuant to Section 4n of the 

CEA, or exempt from registration under the CEA, or a principal thereof, 

who has discretionary trading authority or directs client accounts,

(B) Is an investment adviser who has discretionary trading authority or directs 

client accounts and satisfies the criteria of CFTC Regulation 4.7(a)(2)(v), 

or

(C) Is a foreign person who performs a similar role or function as the persons 

described in paragraphs (A) or (B) of this Rule and is subject as such to 

foreign regulation.

(vi) Each party to a Block Trade must be an Eligible Contract Participant.
308433745.12 

 40 

(vii) Participants or Trading Customers, in accordance with CFTC Regulation 

43.6(i)(2), transacting a Block Trade on behalf of a customer must receive prior 

written instruction or consent from the customer to do so. Such instruction or 

consent may be provided in the power of attorney or similar document by which 

the customer provides the Participant or Trading Customer with discretionary 

trading authority or the authority to direct the trading in its account.

(c) Block Trades executed off of the SEF:

(i) For Block Trades executed pursuant to these Rules and submitted to the 

Company in accordance with this Rule 411, the Reporting Counterparty to a Block 

Trade, or the Introducing Agent or Account Manager acting on behalf of such 

Reporting Counterparty, as applicable, must report the time of execution, the 

actual notional or principal amount of the Block Trade (as applicable to the Block 

Trade), counterparty and information required pursuant to Rule 414, a notification 

of the election to have the publicly reportable swap transaction treated as a block 

trade (as required by CFTC Regulation 43.6(g)(1)(i)) for each Block Trade to the 

Company as soon as technologically practicable following execution of such 

Block Trade but no later than 5 minutes before the time in which such Block Trade 

would be publicly disseminated by a SDR. The Company will report swap 

transaction and pricing data and Required Swap Creation Data for each Block 

Trade to the SDR as soon as technologically practicable after such information 

has been reported to the Company.

(ii) The Company may, but is not required to, accept and process a Block Trade 

where the Reporting Counterparty is a Participant or a Trading Customer of an 

Introducing Agent or a Client Account of an Account Manager, but the 

counterparty to the trade is not a Participant or a Trading Customer of an 

Introducing Agent or a Client Account of an Account Manager, provided that the 

Reporting Counterparty or its Introducing Agent or Account Manager, as 

applicable, has entered into the appropriate documentation with the Company 

that includes a representation by the Reporting Counterparty or its Introducing 

Agent or Account Manager, as applicable, to the Company that the non-Reporting 

Counterparty to the Transaction (A) is an Eligible Contract Participant, (B) has 

authorized the Reporting Counterparty or its Introducing Agent, as applicable, to 

report the Block Trade to the Company, and (C) agrees that such Block Trade will 

be subject to the Rules and will satisfy any other obligations that the Company 

may prescribe.

(d) Block Trades executed on the SEF:

(i) A Block Trade may be executed on the SEF by RFQ for Permitted Transactions 

pursuant to Rule 404.B(b).

(ii) A Block Trade executed on the SEF may not be executed through the Order Book 

or must occur away from the SEF’s trading platform and be executed pursuant to 

the SEF’s Rules, in accordance with CFTC Regulation 43.2.

(iii) Any Block Trade executed by RFQ on the SEF must:

(A) involve a Swap that is listed by the Company on the SEF;

(B) be executed pursuant to the Rules and procedures of the SEF;

(C) meet the notional or principal amount at or above the appropriate 

minimum block size applicable to the Swap;
308433745.12 

 41 

(D) be reported to a Swap Data Repository pursuant to the Rules and 

Applicable Law (including CFTC Regulation 43.3 (Method and Timing For 

Real-Time Public Reporting) and 45.3 (Swap Data Reporting: Creation 

Data);

(E) be screened against applicable Risk-Based Limits in accordance with 

Rule 1003; and

(F) be deemed void ab initio where the Block Trade is rejected from clearing 

on the basis of credit to the extent required by Applicable Law (including 

37.9(a)(2) (Methods of Execution For Required and Permitted 

Transactions) and 37.203(a) (Rule Enforcement Program) and in 

compliance with Rule 1004.

411.A. Package Transactions.

(a) The Company may from time to time designate Package Transactions eligible for 

execution on the SEF pursuant to this Rule 411.A.

(b) A Permitted Package Transaction executed on the SEF may be executed by any 

execution method permitted under Rule 404.

(c) The parties (and any Introducing Agent or Account Manager acting on behalf of either 

party) to a Permitted Package Transaction designated as eligible for execution on the 

SEF must comply with applicable policies and procedures that may be established from 

time to time by the Company.

412. Emergencies

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

in the opinion of the Board, the CEO or the Chief Administrative Officer, requires 

immediate action and threatens or may threaten the fair and orderly trading in, or the 

liquidation of or 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 Trading Customer;

(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 clearing, settlement or trading on the 

SEF; and

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

the SEF.

(b) Emergency Authority. In the event of an Emergency, the Chief Administrative Officer or 

any individual designated by the Chief Administrative Officer and approved by the Board 

may place into immediate effect a temporary emergency addition to these Rules which 

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

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

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

(ii) imposing special margin requirements on any Swap;
308433745.12 

 42 

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

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

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

one or more Swaps;

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

Swaps;

(vii) transferring Swap contracts and associated margin, or altering any Swap’s 

settlement terms or conditions;

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

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

Provided that, subject to Applicable Law (including CFTC Regulations 37.800 (Emergency 

Authority) and 37.801 (Additional Sources for Compliance)), the Company will use 

reasonable efforts to coordinate with applicable DCOs or its RSP before taking an action 

listed in this Rule 412(b) which would require cooperation by such DCO or RSP.

(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. The Company will provide notice of such action to Participants 

as soon as practicable. Participants shall be responsible for informing their Trading 

Customers or Client Accounts, as applicable, of such notice. The Company shall not be 

responsible or liable for a Participant’s failure to inform its Trading Customer or Client 

Account of such notice.

(d) Physical Emergency. If, in the judgment of the CEO, the Chief Administrative Officer, or 

any individual designated by the CEO or the Chief Administrative Officer and approved 

by the Board, the physical functions of the SEF 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 SEF, 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 SEF to continue in an orderly manner. Any Order, RFQ or 

response to an RFQ 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 SEF will automatically be cancelled and must be resubmitted upon resumption of 

trading in the affected Swaps.

(e) Notification and Recording. 

(i) The Company will use reasonable efforts to notify the CFTC prior to 

implementing, modifying or terminating a rule pursuant to Rule 412(b). 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, where practicable, ensure that prompt notice is given to 
308433745.12 

 43 

Participants. Participants shall be responsible for informing their Trading 

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

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

Customer or Client Account of such notice.

(iii) Upon taking any action in response to an Emergency, the Company shall 

document the decisions and deliberations related to such action. 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 Trading 

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

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

Customer or Client Account of such notice.

(f) Conflicts of Interest. The conflict of interest provisions set forth in Rule 214 and the related 

documentation requirements set forth in Rule 214 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 Chief Administrative Officer or his 

designee.

(g) 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. 

413. Limitation of Liability

(a) EXCEPT AS PROVIDED BELOW OR AS PROVIDED IN THE PARTICIPANT DOCUMENTATION, NEITHER 

THE COMPANY, NOR ANY AFFILIATE OF THE COMPANY, NOR ANY OF THEIR RESPECTIVE 

MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, EQUITYHOLDERS, 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 SEF 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 
308433745.12 

 44 

PARTICIPANTS, TRADING CUSTOMERS, AUTHORIZED USERS AND CLEARING MEMBERS,

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.

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) 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, EQUIPMENT OR FACILITIES USED TO SUPPORT SUCH SYSTEMS OR 

SERVICES, INCLUDING THE SEF, 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 SEF.

(c) 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,
308433745.12 

 45 

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 SEF, OR THE 

NEGLIGENCE OF THE COMPANY OR ANY DISCLAIMING PARTY EXCEED $1,000,000 IN ANY GIVEN 

CALENDAR YEAR.

(d) UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO A PARTICIPANT, AUTHORIZED 

USER, TRADING CUSTOMER, 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) 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, OTHER 

THAN THE RSP ACTING IN ITS CAPACITY AS SUCH.

(f) [RESERVED].

(g) 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 SEF, 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 (G) 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 1113.

414. Requirements for Persons Submitting Orders, RFQs and Responses to RFQs

(a) Each Order, RFQ or response to an RFQ submitted to the SEF shall be submitted under 

the applicable User ID of the Authorized User or Participant, as applicable, entering or 

intermediating such Order, RFQ or response to an RFQ. 

(b) Each Order, RFQ or response to an RFQ submitted to the SEF 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, as applicable, Clearing Member(s), Derivatives Clearing 

Organization and Order type, and any other information necessary for the SEF to satisfy 

its reporting obligations pursuant to Rule 403.

(c) Each Order, RFQ or response to an RFQ submitted to the SEF 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):

(i) the legal entity identifier of such Participant or, if the Participant is acting as an 

Introducing Agent, the legal entity identifier of the underlying Trading Customer;
308433745.12 

 46 

(ii) a yes/no indication of whether such Participant or, if the Participant is acting as 

an Introducing Agent, whether the underlying Trading Customer, 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 or, if the Participant is acting as 

an Introducing Agent, whether the underlying Trading Customer, 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 or, if the Participant is acting as 

an Introducing Agent, whether the underlying Trading Customer, is a financial 

entity (as defined in Section 2(h)(7)(C) of the CEA);

(v) a yes/no indication of whether such Participant or, if the Participant is acting as 

an Introducing Agent, whether the underlying Trading Customer, is a U.S. person; 

(vi) an indication of whether such Participant or, if the Participant is acting as an 

Introducing Agent, whether the underlying Trading Customer, 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; and

(vii) if the Swap (or Swap component(s) of a Package Transaction) will be allocated:

(A) an indication that the Swap(s) will be allocated;

(B) if the Swap is allocated pre-execution, the account and legal entity 

identifiers for each Client Account that will receive allocations.

(C) an indication of whether the Swap is a post-allocation swap; and

(D) if the Swap is a post-allocation swap, the unique transaction identifier of 

the original transaction between the reporting counterparty and the agent.

(d) Post-allocation Swaps shall be respectively effected and reported in accordance with the 

rules of the Derivatives Clearing Organization and Swap Data Repository and in 

accordance with CFTC Regulations.

(e) As used in this Rule 414, “legal entity identifier,” “swap dealer,” “major swap participant,” 

“financial entity,” “unique transaction identifier” and “U.S. person” have the meaning given 

those terms in the CEA and CFTC Regulations and, as applicable, exemptive or no-action 

relief or interpretive guidance issued by the CFTC or its staff.

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 the unauthorized 

use of a User ID. Each Participant 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 SEF 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 EA Trading Customer of an Introducing Agent or one of its 

Authorized Users.

(c) Each Participant shall provide in writing to the Company and keep current such 

information as the Company may require concerning itself and each of its Authorized 
308433745.12 

 47 

Users or any other Person it permits to have direct access, including Trading Customers 

who have been granted Electronic Access to the SEF 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 of the relevant Participant 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 shall notify the Market Regulation Team promptly upon becoming aware 

of:

(i) any unauthorized disclosure or use of any User ID assigned to such Participant 

or any of its Authorized Users or Trading Customers and of any other reason for 

deactivating a User ID assigned to such Participant or any of its Authorized Users 

or Trading Customers;

(ii) any unauthorized disclosure or use of any User ID assigned to an Authorized 

User of such Participant and of any other reason for deactivating a User ID 

assigned to an Authorized User of such Participant;

(iii) any unauthorized access to the SEF by any Person using a User ID assigned to 

such Participant or any of its Authorized Users; or

(iv) any unauthorized access to the SEF by any Person using a User ID assigned to 

an Authorized User of such Participant.

416. Designated Contact 

Each Participant 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 SEF.

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, Authorized Users and/or Trading Customers in order 

to safeguard the security or operations of the SEF, or to preserve market integrity, fair and orderly 

trading, or if otherwise in the public interest.

418. Work-Up Protocol 

The Company may adopt rules and implement trading protocols from time to time to allow 

Participants to engage in work-up sessions following the execution of trades pursuant to Rule 404 

and as may be permitted by CFTC Regulations. 

419. Post-Trade Name Give-Ups

For all Required Transactions, no Person shall directly or indirectly, including through a thirdparty service provider, disclose the identity of a counterparty to a Swap that is executed 

anonymously and intended to be cleared; provided that, if the Swap (or Swap component(s) of a 

Package Transaction) is not intended to be cleared, disclosing the identity of a counterparty shall 

not violate this Rule 419. For purposes of this Rule 419 “executed anonymously” shall include 

any swap that is pre-arranged or pre-negotiated anonymously, including by any Participant.
308433745.12 

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Chapter 5. OBLIGATIONS OF PARTICIPANTS, AUTHORIZED USERS AND TRADING CUSTOMERS

501. Duties and Responsibilities of Participants, Authorized Users and Trading Customers

(a) Each Participant, Authorized User and Trading Customer shall:

(i) use the SEF in a responsible manner and not for any improper purpose;

(ii) use the SEF 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) comply with the rules of the DCO that accepts for clearing a Swap traded by the 

Participant, Authorized User or Trading Customer, pursuant to these Rules, to the 

extent applicable to such Participant, Authorized User or Trading Customer, and 

such Swap;

(v) 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;

(vi) 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

(vii) keep all User IDs, account numbers and passwords related to the SEF 

confidential.

(b) Each Participant or Trading Customer that is registered, or required to be registered, with 

the CFTC as a swap dealer or a major swap participant is responsible for compliance with 

the mandatory trading requirement of Section 2(h)(8) of the CEA when such Participant 

or Trading Customer enters into, or facilitates entry into, a Swap that is made available to 

trade within the meaning of Section 2(h)(8) of the CEA and that is required to be cleared 

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

(c) Participants and Trading Customers shall comply with all applicable anti-spoofing policies 

for Swaps which the Company posts on the SEF or sets forth in Notices to Participants 

from time to time. 

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 or Trading Customers, which relates to or may affect its or their 

participation or conduct on the SEF:

(i) any material changes to information provided to the Company in connection with 

an application for Participant or Authorized User status or EA Trading Customer 

approval;

(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, EA Trading Customer or any of their respective Authorized 

Users;
308433745.12 

 49 

(iii) any expulsion, suspension or fine in excess of $50,000 (whether through an 

adverse determination, voluntary settlement or otherwise) imposed on the 

Participant, EA Trading Customer or any of their respective Authorized Users, by 

any self-regulatory organization;

(iv) any denial or withdrawal of an application for registration or license with respect 

to the Participant, EA Trading Customer or any of their respective 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 

Authorized Users or EA Trading Customers;

(v) the commencement of any judicial or administrative proceeding against the 

Participant, EA Trading Customer or any of their 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, EA Trading Customer or any of their respective 

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 or Trading 

Customers; and

(viii) the failure of any Participant or any of its Trading Customers to be an Eligible 

Contract Participant.

(b) Each Participant shall promptly notify the Company upon becoming aware of an error or 

omission in swap transaction and pricing data or Required Swap Creation Data for a Swap 

executed on or pursuant to the Rules of the SEF. If such error or omission relates to a 

Block Trade or Permitted Package Transaction, the Participant shall also promptly notify 

the counterparty to such Block Trade or Permitted Package Transaction upon becoming 

aware of such error or omission.

503. Books and Records; Cooperation in Proceedings

(a) Each Participant, Authorized User, Client Account, and Trading Customer 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, Authorized User, Client Account or Trading Customer, 

and with respect to the CFTC, the Department of Justice and their respective authorized 

representatives, upon request in accordance with Applicable Law including CFTC 

Regulation 37.203 (Rule Enforcement Program) and 37.404 (Ability to Obtain 

Information).

(b) Each Participant, Authorized User, Client Account and Trading Customer shall provide 

the RSP with the same access to its books and records and offices as it is required to 
308433745.12 

 50 

provide the Company under these Rules and Applicable Law including CFTC Regulation 

37.203 (Rule Enforcement Program) and 37.404 (Ability to Obtain Information).

(c) Upon reasonable prior notice, the Company may require a Participant, its Authorized 

User(s) or Trading Customer(s), or a Client Account to furnish, such information 

concerning the Participant’s, Client Account’s, Authorized User’s or Trading Customer’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 Regulation 37.203 (Rule 

Enforcement Program) and 37.404 (Ability to Obtain Information), including information 

relating to (i) Swaps executed on the SEF, 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, Client Account, 

Authorized User or Trading Customer.

(d) All data and information provided to or obtained by the Company pursuant to this Rule 

503 shall be subject to the provisions of Rule 1106.

504. System Security

Each Participant shall (a) be solely responsible for controlling and monitoring the use of all User 

IDs issued to it, or its Authorized Users or Trading Customers by the Company, (b) ensure that 

each Person accessing the SEF 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 the 

execution of transactions, whether or not such actions were authorized by such Participant or any 

of its Authorized Users or EA Trading Customers or executed by anyone other than an Authorized 

User or EA Trading Customer 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. 

505. Front-End User Interface; Audit Trail

(a) Each Participant shall be solely responsible for ensuring that any front-end interface 

connecting to the SEF that is not provided by the Company, and that is used by the 

Participant, its Authorized Users, EA Trading Customers or any other Person using its 

User IDs, maintains a routing/front-end audit trail for all Orders, RFQs or responses to 

RFQs, including entry, modification, cancellation and responses to such messages, 

entered into the SEF through any gateway to the SEF, including the times thereof to the 

highest level of precision achievable by the Participant’s operating system, but at least to 

the nearest second (“Audit Trail”). Data that are so captured must not be capable of 

being modified.

(b) Participants shall maintain, or shall cause other third parties to whom they have provided 

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

CFTC Regulations (including CFTC Regulation 37.205 (Audit Trail)) and in accordance 

with such additional requirements as may be established by the Company. Participants 

must have the ability to produce such data, or cause such data to be produced, in a 

standard format upon request of the Market Regulation Team.
308433745.12 

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506. Financial Requirements

Each Participant must notify the Company promptly upon becoming aware that it, or any of its 

Trading Customers, fails to satisfy the minimum financial requirements applicable to it in order to 

participate on the SEF, including the requirement to qualify as an Eligible Contract Participant. 

Upon request by the Company, Participants shall submit financial and related information for itself 

and its Trading Customers to the Company and the RSP sufficient to demonstrate that it or its 

Trading Customers, as applicable, qualify as an Eligible Contract Participant(s). A Participant that 

is unable to demonstrate to the Company that (a) 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 or (b) one of its Trading Customers is in compliance with such minimum 

financial requirements shall not engage in transactions on behalf of such Trading Customer 

subject to these Rules except for the purpose of closing open positions. 

507. Restrictions on Activity

If the Company determines that the financial or operational condition of a Participant, Trading 

Customer or one of its Affiliates is such that to allow that Participant or Trading Customer to 

continue to have access to the SEF would adversely affect the Company or the financial markets, 

the Company may limit or restrict the number or type of Swaps that may be traded by such 

Participant or Trading Customer on the SEF or terminate, in whole or in part, the Trading Privileges 

of such Participant or such Trading Customer’s Introducing Agent(s), as well as the exercise of 

such Trading Privileges by its or their Authorized Users.

508. Disaster Recovery; Business Continuity

(a) Each Participant shall have written disaster recovery and business continuity policies and 

procedures in place in accordance with Applicable Law. 

(b) In the event Participant does not have independent obligations to maintain disaster 

recovery and business continuity policies and procedures under Applicable Law, the 

Company may prescribe additional and/or alternative requirements for a Participant’s 

compliance with this Rule.
308433745.12 

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Chapter 6. BUSINESS CONDUCT

601. Rule Violations

It shall be a violation of these Rules for a Participant to violate any written agreement made with 

the Company.

602. Just and Equitable Principles of Trade

It shall be a violation of these Rules for a Participant, Authorized User, or Trading Customer to 

engage in conduct inconsistent with just and equitable principles of trade. 

603. Fraudulent Acts

No Participant, Authorized User, Trading Customer, or 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 or the RSP) 

in connection with or related to any Swap on or other activity related to the SEF, including trading 

ahead of Trading Customer orders, improperly trading against Trading Customer orders, improper 

cross trading, accommodation trading, or front running.

604. Fictitious Transactions Prohibited

No Participant, Authorized User, Trading Customer, or other Person shall engage in fictitious 

transactions, or submit a fictitious Order, RFQ or response to an RFQ with knowledge of its nature. 

605. Market Disruption Prohibited

Orders, RFQs or responses to RFQs entered into the SEF 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 SEF, as determined by reference to available market data) 

are prohibited, and any Participant, Authorized User, or Trading Customer 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.

606. Price Manipulation Prohibited

Consistent with Section 9(a)(2) of the CEA, no Participant, Authorized User, or Trading Customer 

or other Person shall manipulate or attempt to manipulate the price in any Swap.

607. Disruptive Practices Prohibited

No Participant, Authorized User, or Trading Customer shall engage in any trading, practice, or 

conduct that constitutes a “disruptive practice,” as such term is described in Section 4c(a)(5) of 

the CEA and CFTC Regulations.

608. Prohibition of Misstatements

It shall be a violation of these Rules for a Participant, Authorized User, Trading Customer or other 

Person to, directly or indirectly, make or attempt to make any misstatement of a material fact to 

the Company (including the Board, any Standing Committee, any other committee of the 

Company, any Disciplinary Panel or Appeals Panel or any Company Official) or to the RSP 

(including any members of its staff) or omit to state a material fact necessary in order to make the 
308433745.12 

 53 

statement made, in the light of the circumstances under which they were made, not untrue or 

misleading.

609. Acts Detrimental 

It shall be a violation of these Rules for a Participant, Authorized User, Trading Customer or other 

Person to engage in any act which is materially detrimental to the Company’s ability to operate 

the SEF or comply with Applicable Law. 

610. Supervision

A Participant or EA Trading Customer shall be responsible for establishing, maintaining and 

administering supervisory procedures that are reasonably designed to ensure that its Authorized 

Users comply with these Rules. A Participant or EA Trading Customer may be held accountable 

for the actions of its Authorized Users.

611. Disclosing Orders, RFQs 

Except as otherwise permitted by these Rules, no Participant or any Authorized User or Trading 

Customer shall disclose to any Person that is not acting on behalf of such Participant or Trading 

Customer the terms of any Order, RFQ or response to an RFQ prior to its entry into the SEF, 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, (c) the RSP, the CFTC, the 

Department of Justice or any other regulatory or self-regulatory organization with jurisdiction over 

the Company or such Participant or Trading Customer, or (d) the Client Account(s) or Trading 

Customer(s) on behalf of which such Participant is acting as Account Manager or Introducing 

Agent with respect to such Order or RFQ.

612. Customer Swap Execution

(a) An Authorized User shall not submit an Order, RFQ or response to an RFQ into the SEF 

for an Introducing Agent’s own account when such Authorized User knows that the 

Introducing Agent is in possession of a request from a Trading Customer to submit an 

Order, RFQ or response to an RFQ for the same Swap, which request has not been 

executed, cancelled or expired.

(b) Neither an Introducing Agent nor any of its Authorized Users shall withhold or withdraw 

from the SEF any Order, RFQ or response to an RFQ for the benefit of any Person other 

than the Trading Customer submitting the Order, RFQ or response to an RFQ.

(c) An Introducing Agent shall, as soon as is technologically practicable, submit to the SEF 

as an Order, RFQ or response to an RFQ (as applicable, based on the Trading Customer’s 

instruction) all executable trading instructions received from its Trading Customers, unless 

the Trading Customer has requested that the transaction be executed as a Block Trade 

pursuant to Rule 411 or as a Permitted Package Transaction pursuant to Rule 411.A. If 

such trading instruction cannot be immediately entered into the SEF, an electronic record 

that includes the account identifier of the Trading Customer, time of receipt, and terms of 

the trading instruction, must immediately be created, and the trading instruction must be 

entered into the SEF as soon as practicable thereafter.

(d) Non-discretionary executable trading instructions of a Trading Customer received by an 

Introducing Agent shall be entered into the SEF as Orders, RFQs or responses to RFQs 

(as applicable, based on the Trading Customer’s instruction) in the sequence received, 

unless the Trading Customer has requested that the transaction be executed as a Block 

Trade pursuant to Rule 411 or as a Permitted Package Transaction pursuant to Rule 

411.A. Non-discretionary trading instructions that cannot be immediately entered must be 

entered when the trading instructions become executable, in the sequence in which the 

trading instructions were received. 
308433745.12 

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(e) Cross Trades must satisfy Rule 404.A(b).

613. Wash Sales Prohibited

No Person shall buy and sell a Swap, place or accept buy and sell Orders, RFQs or responses to 

RFQs in the same Swap, or knowingly execute or accommodate the execution of such Orders, 

RFQs or responses to RFQs by direct or indirect means, if the Person knows or reasonably should 

know that the purpose of the transactions is to avoid taking a bona fide market position exposed 

to market risk. Buy and sell Orders, RFQs or responses to RFQs for different accounts with 

common Beneficial Ownership that are entered with the intent to negate market risk or price 

competition shall also be deemed to violate this 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 Swaps without a net change in either party’s open positions but a resulting profit 

to one party and a loss to the other party, commonly known as a “money pass.”

(b) No Person shall pre-arrange any purchase or sale or noncompetitively execute any 

transaction on or pursuant to the Rules of the SEF. 

(c) The provisions of paragraph (b) shall not apply to (i) Cross Trades executed in accordance 

with Rule 404.A(b), (ii) Swaps executed through the SEF’s RFQ system in accordance 

with Rule 404.B(b), (iii) Block Trades executed in accordance with Rule 411, (iv) Permitted 

Package Transactions executed in accordance with Rule 411.A, or (v) New Swaps/Old 

Terms or New Swaps/Corrected Terms executed in accordance with Rule 1005.

615. Recordkeeping

(a) Each Participant, Authorized User or EA Trading Customer must include one of the 

following customer type indicator (“CTI”) codes with each Order, RFQ or response to an 

RFQ:

(i) CTI 1 - Transactions initiated and executed by a Participant or Trading Customer 

for its own account, for an account it controls or for an account in which it has an 

ownership or financial interest.

(ii) CTI 2 - Transactions executed for the proprietary account (as such term is defined 

in CFTC Regulation 1.3(y)) of a Participant, Trading Customer or Clearing 

Member.

(iii) CTI 3 - Transactions in which a Participant, Trading Customer or Authorized User 

is trading (i) for the personal account of another Participant, Trading Customer or 

Authorized User that is an individual or for the personal account of a Participant, 

Trading Customer or Authorized User, (ii) for an account that is controlled by such 

other Participant, Trading Customer or Authorized User, or (iii) for an account in 

which such other Participant, Trading Customer or Authorized User has an 

ownership or financial interest. 

(iv) CTI 4 - Any transaction not within the definition of CTI 1, 2 or 3, including 

transactions entered into on behalf of Trading Customers.

(b) CTI 2 will be the default CTI code for all Orders, RFQs or responses to RFQs but each 

Participant, Authorized User or Trading Customer may assign a different CTI to its Orders, 

RFQs or responses to RFQs.
308433745.12 

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616. Reporting Counterparty

The Reporting Counterparty for each Swap has been established by the Company through 

automated systems where possible pursuant to CFTC Regulation 45.8 as follows:

(a) If only one counterparty is a swap dealer (“SD”), the SD shall be the reporting 

counterparty.

(b) If neither counterparty is a SD, and only one counterparty is a major swap participant 

(“MSP”), the MSP shall be the reporting counterparty.

(c) If both counterparties are non-SD/MSP counterparties, and only one counterparty is a 

financial entity as defined in CEA section 2(h)(7)(C), the counterparty that is a financial 

entity shall be the reporting counterparty.

(d) If both counterparties are SDs, or both counterparties are MSPs, or both counterparties 

are non-SD/MSP counterparties that are financial entities as defined in CEA section 

2(h)(7)(C), or both counterparties are non-SD/MSP counterparties and neither 

counterparty is a financial entity as defined in CEA section 2(h)(7)(C):

(i) For a Swap executed on the Company’s trading platform or facility, the 

counterparties shall agree which counterparty shall be the reporting counterparty, 

after notification by the Company.

(ii) For an off-facility swap, the counterparties shall agree as one term of their swap 

which counterparty shall be the reporting counterparty prior to reporting to the 

Company pursuant to Rule 411.

(e) Notwithstanding the provisions of paragraphs (a) through (d) of Rule 616, if both 

counterparties to a Swap are non-SD/MSP counterparties and only one counterparty is a 

U.S. person, the U.S. person shall be the reporting counterparty.

(f) Notwithstanding the provisions of paragraphs (a) through (e) of Rule 616, if neither 

counterparty to a swap is a U.S. person, but the swap is executed on the Company’s 

trading platform or facility:

(i) The counterparties shall agree which counterparty shall be the reporting 

counterparty, after notification by the Company;

(ii) For an off-facility swap pursuant to Rule 411, the counterparties shall agree as 

one term of their swap which counterparty shall be the reporting counterparty.

(g) Notwithstanding the provisions of paragraphs (a) through (f) of Rule 616, if a Reporting 

Counterparty cannot be determined, then the Company shall require the buyer or recipient 

of the fixed rate to be the Reporting Counterparty, after notification by the Company.

(h) In all cases, for a Swap subject to the exception from the clearing requirement, the 

Reporting Counterparty shall provide the Company with the information required for SDR 

reporting set forth in CFTC Regulation 50.50(b).

(i) In all cases, for a Swap subject to the exemption from the clearing requirement as a Swap 

related to a swap between affiliates, the Reporting Counterparty shall provide the 

Company with the information required for SDR reporting set forth in CFTC Regulation 

50.52(c).
308433745.12 

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Chapter 7. DISCIPLINE AND ENFORCEMENT

701. General

(a) All Persons subject to the Company’s jurisdiction under Rule 301 including any 

Participant, Authorized User, Trading Customer or Clearing Member are subject to this 

Chapter 7 if they, or any other Person using any of its User IDs, are alleged to have 

violated, or to have aided and abetted a violation of, or are about to violate, any Rule or 

any provision of Applicable Law for which the Company possesses jurisdiction. 

(b) The Company, through the Market Regulation Team and the Disciplinary Panel, will 

conduct inquiries, investigations, disciplinary proceedings and appeals from disciplinary 

proceedings, summary impositions of fines, summary suspensions or other summary 

actions in accordance with this Chapter 7. Members of the Market Regulation Team shall 

not operate under the control of any person with the ability to exercise Trading Privileges.

(c) The Company may delegate any or all of its powers or responsibilities under this Chapter 

7 to the RSP, which may take any action on behalf of the Company that the Company is 

permitted to take hereunder; provided, however, that the Company shall retain 

supervisory authority with respect to such powers and responsibilities and will document 

instances where its actions differ in any material respect from those recommended by the 

RSP. In the event of any such delegation, references to the Market Regulation Team in 

this Chapter 7 shall be construed to be references to the RSP.

(d) No Company Official or member of the Board will interfere with or attempt to influence the 

process or resolution of any inquiry, investigation, disciplinary proceeding, appeal from a 

disciplinary proceeding, summary imposition of fines, summary suspension or other 

summary action, except where such individual is a member of the enforcement staff or a 

member of the relevant Disciplinary Panel.

(e) Any Participant, Authorized User, Trading Customer or Clearing Member may be 

represented by counsel at their own expense during any inquiry, investigation, disciplinary 

proceeding, appeal from a disciplinary proceeding, summary imposition of fines, summary 

suspension or other summary actions pursuant to this Chapter 7.

(f) The Company may hold a Participant liable for, and impose sanctions against, such 

Participant for such Participant’s own acts and omissions, the acts or omissions of the 

Participant’s Authorized Users, or the acts or omissions of any Person or API using a User 

ID of such Participant or any of its Authorized Users, provided, however, that a Participant 

shall not be liable for the acts and omissions of a Trading Customer if the Participant took 

reasonable steps to ensure that its activities on behalf of the Trading Customer, and the 

activities of its Trading Customer, related to the SEF, wherever conducted, complied with 

all Applicable Law.

702. Inquiries and Investigation

(a) The Market Regulation Team will investigate any matter within the Company’s jurisdiction 

of which it becomes aware. The Market Regulation Team 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 Market Regulation Team 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
308433745.12 

 57 

(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 Participant, Authorized User, Trading Customer, Clearing Member, Client Account, 

Clearing Customer or other Person with respect to Orders, RFQs, responses to RFQs or 

transactions on the SEF:

(i) is obligated to appear, testify and respond in writing to interrogatories within the 

time period required by the Market Regulation Team 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 his possession, custody or control within the time period required by 

the Market Regulation Team 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.

703. Reports of Investigations

(a) The Market Regulation Team will maintain a log of all investigations and their disposition. 

The Market Regulation Team will prepare a written report of each investigation (the 

“Investigation Report”), regardless of whether the evidence gathered during any inquiry 

or investigation forms a reasonable basis to believe that a violation within the Company’s 

jurisdiction has occurred or is about to occur or whether the evidence gathered results in 

closing the matter without further action or through summary action.

(b) Any Investigation Report will include the reasons for initiating the investigation (including 

a summary of the complaint, if any), all relevant facts and evidence gathered and the 

analysis, conclusions and recommendation of the Market Regulation Team. For each 

potential respondent, the Market Regulation Team will recommend either (i) closing the 

investigation without further action, (ii) entering into a summary action, (iii) resolving the 

investigation through an informal disposition, including the issuance by the Market 

Regulation Team of a warning letter (provided that no more than one warning letter for 

the same violation may be issued to the same potential respondent during a rolling 12-

month period), (iv) initiating disciplinary proceedings, or (v) negotiating a settlement. An 

informal disposition (including the issuance of a warning letter by the Market Regulation 

Team) will not constitute a finding of a violation or a sanction. 

(c) The Market Regulation Team shall provide the Investigation Report to the Chief 

Compliance Officer, who shall determine whether the Investigation Report is complete. 
308433745.12 

 58 

(d) The Market Regulation Team shall complete each investigation in a timely manner and, 

absent mitigating factors, no later than 12 months after the date that such investigation 

was opened. 

704. Opportunity to Respond

(a) After completing the Investigation Report, the Market Regulation Team may, upon 

approval of the Chief Compliance Officer, notify each potential respondent that the Market 

Regulation Team has recommended formal disciplinary charges against each such 

potential respondent.

(b) The Market Regulation Team may allow a potential respondent to propose a settlement 

of the matter or to submit a written statement explaining why either a disciplinary 

proceeding should not be instituted or one or more of the potential charges should not be 

brought. The potential respondent shall submit such written statement within the time limit 

established by the Market Regulation Team.

705. Review of Investigation Reports

(a) After the completion of the Investigation Report and the receipt of any submission made 

by the potential respondent pursuant to Rule 704(b), the Market Regulation Team will, 

within 30 days, take one of the following actions:

(i) If the Market Regulation Team determines that additional investigation or 

evidence is needed to decide whether a reasonable basis exists to believe that a 

violation within the Company’s jurisdiction has occurred or is about to occur, it will 

conduct further investigation.

(ii) If the Market Regulation Team determines that a reasonable basis exists to 

believe that a violation within the Company’s jurisdiction has occurred or is about 

to occur, the potential respondent will be served with a notice of charges and 

proceed in accordance with this Chapter 7.

(iii) If the Market Regulation Team determines that disciplinary proceedings are 

unwarranted, it may issue a warning letter setting forth, in writing, the facts and 

analysis supporting the decision.

(iv) If the Market Regulation Team determines that no reasonable basis exists to 

believe that a violation within the Company’s jurisdiction has occurred or is about 

to occur, it may direct that no further action be taken. Upon such determination, 

the Market Regulation Team will provide a written statement setting forth the facts 

and analysis supporting the decision.

706. Notice of Charges

(a) If the Market Regulation Team authorizes disciplinary proceedings pursuant to Rule 

705(a)(ii), it will prepare, and serve in accordance with Rule 708, a notice of charges.

(b) A notice of charges will:

(i) state the acts, practices or conduct in which the respondent is alleged to have 

engaged;

(ii) state the Rule alleged to have been violated or about to be violated;

(iii) advise the respondent of its right to a hearing and its right to be represented by 

legal counsel or any other representative of its choosing (other than a Director, 

Officer or employee of the Company, any member of the Disciplinary Panel or 
308433745.12 

 59 

any Person substantially related to the disciplinary proceedings such as a material 

witness or other respondent) in all succeeding stages of the disciplinary process;

(iv) state the period of time within which the respondent can request a hearing on the 

notice of charges, which will not be less than 20 days after service of the notice 

of charges; 

(v) advise the respondent that any failure to request a hearing within the period 

stated, except for good cause, will be deemed to constitute a waiver of the right 

to a hearing; and

(vi) advise the respondent that any allegation in the notice of charges that is not 

expressly denied will be deemed to be admitted.

707. Answer to Notice of Charges

(a) If the respondent determines to answer a notice of charges, the respondent must file an 

answer within 20 days after being served with such notice, or within such other time 

period determined appropriate by the Chief Compliance Officer.

(b) To answer a notice of charges, the respondent must in writing:

(i) for each allegation set forth in the notice of charges,

(A) admit such allegation,

(B) deny such allegation, or

(C) affirmatively state that the respondent does not have and is unable to 

obtain sufficient information to admit or deny such allegation, which shall 

have the effect of a denial of such allegation;

(ii) specify any specific facts that contradict the notice of charges;

(iii) specify any affirmative defenses to the notice of charges; 

(iv) sign and serve the answer on the Chief Compliance Officer; and

(v) if applicable, request a hearing before a Disciplinary Panel.

(c) Any failure by the respondent to timely serve an answer to a notice of charges will be 

deemed to be an admission to the allegations in such notice. Any failure by the respondent 

to answer one or more allegations in a notice of charges will be deemed to be an 

admission of that allegation or those allegations. Any allegation in a notice of charges that 

the respondent fails to expressly deny will be deemed to be admitted. A general denial by 

the respondent, without more, will not satisfy the requirements of paragraph (b) of this 

Rule 707.

(d) If a respondent admits or fails to specifically deny any of the allegations in the notice of 

charges, the Disciplinary Panel shall find that the violations set forth in such allegations 

have been committed and shall impose a sanction for such violations. The Disciplinary 

Panel shall promptly notify the respondent in writing of any sanction imposed pursuant to 

this Rule 707 and advise the respondent that the respondent may request a hearing on 

such sanction within 20 days of the respondent being served with such notice. Any failure 

by the respondent to timely request a hearing with respect to a notice of sanctions will be 

deemed to be an acceptance of the sanctions in such notice and waiver of any right to 

appeal such sanctions.

(e) A respondent shall be granted a hearing before a Disciplinary Panel for every instance in 

which such respondent (i) denies an allegation and requests a hearing in accordance with 

paragraph (b) above, or (ii) requests a hearing in accordance with paragraph (d) above. 
308433745.12 

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708. Service of Notice of Charges

Any notice of charges or other documents contemplated to be served pursuant to this Chapter 7 

may be served (and service shall be deemed complete) either: (i) upon the respondent personally, 

by leaving the same at his place of business or by deposit in the United States mail, postage 

prepaid, via registered or certified mail addressed to the respondent at the address as it appears 

on the books and records of the Company, or (ii) transmittal by electronic mail to the respondent’s 

electronic mail address as it appears on the books and records of the Company, if followed by a 

hard copy of the document sent promptly thereafter by registered or certified mail addressed to 

the respondent at the respondent’s address as it appears on the books and records of the 

Company.

709. Settlements

(a) A respondent or potential respondent may at any time propose in writing an offer of 

settlement to anticipated or instituted disciplinary proceedings. Any offer of settlement 

should contain proposed findings and sanctions and be signed by the respondent or 

potential respondent and submitted to the Market Regulation Team. A respondent or 

potential respondent may offer to settle disciplinary proceedings without admitting or 

denying the findings contained in the order of the disciplinary proceedings but must accept 

the jurisdiction of the Company over it and over the subject matter of the proceedings and 

consent to the entry of the findings and sanctions imposed.

(b) If a respondent or potential respondent submits an offer of settlement in accordance with 

paragraph (a) of this Rule 709, the Market Regulation Team will forward the offer to the 

Disciplinary Panel with a recommendation on whether to accept or reject the offer. The 

respondent or potential respondent may withdraw such offer of settlement at any time 

before acceptance by the Disciplinary Panel, but may not withdraw such offer at any time 

after acceptance by the Disciplinary Panel.

(c) The Disciplinary Panel may accept the offer of settlement, but may not alter the terms of 

a settlement offer unless the respondent or potential respondent agrees.

(d) If an offer of settlement is accepted by the Disciplinary Panel, it shall issue a written 

decision specifying: 

(i) the Rule violations it has reason to believe were committed, including the basis 

or reasons for its conclusions; 

(ii) any sanction to be imposed, which must include full customer restitution where 

customer harm has been demonstrated; and

(iii) if applicable, that the respondent has accepted the sanctions imposed without 

either admitting or denying the Rule violations.

(e) In the event that the Disciplinary Panel accepts an offer of settlement without the 

agreement of the Market Regulation Team, the decision must adequately support such 

acceptance. 

(f) If an offer of settlement is accepted and the related order of disciplinary proceedings 

becomes final, the respondent’s submission of the offer will be deemed to constitute a 

waiver of the right to notice, opportunity for a hearing and review and appeal under these 

Rules.

(g) If the offer of settlement of a respondent or potential respondent is not accepted by the 

Disciplinary Panel, fails to become final or is withdrawn by the respondent or potential 

respondent before its acceptance by the Disciplinary Panel, the matter will proceed as if 

the offer had not been made and the offer and all documents relating to it will not become 
308433745.12 

 61 

part of the record. Neither a respondent or potential respondent nor the Market Regulation 

Team may use an unaccepted offer of settlement as an admission or in any other manner 

at a hearing of, or appeal from, disciplinary proceedings.

710. Disciplinary Panels

(a) The Disciplinary Panel shall conduct hearings in connection with any disciplinary 

proceedings (except for summary impositions of fines pursuant to Rule 717), to make 

findings, render decisions, and impose sanctions pursuant to this Chapter 7.

(b) Each Disciplinary Panel shall be composed of three individuals selected by the Chief 

Compliance Officer and shall meet the requirements set forth in CFTC Regulation 1.64. 

Except in cases limited to the timely submission of accurate records, each Disciplinary 

Panel shall consist of at least one individual who would not be disqualified from serving 

as a Public Director, who shall chair the Disciplinary Panel.

(c) No member of the Market Regulation Team may serve on a Disciplinary Panel.

(d) Except as may otherwise be provided in these Rules, the Board may at any time remove 

any member of a Disciplinary Panel for cause.

(e) Within 10 days of being notified of the appointment of the Disciplinary Panel, a respondent 

may seek to disqualify any individual named to the Disciplinary Panel for the reasons 

identified in these Rules, by serving written notice on the Chief Compliance Officer and 

providing a copy thereof to the chairman of the Disciplinary Panel. By not timely filing a 

request for disqualification, the respondent will be deemed to have waived any objection 

to the composition of a Disciplinary Panel. The Chief Compliance Officer will decide in his 

sole discretion the merits of any request for disqualification. Any such decision will be final 

and not subject to appeal.

(f) All information, records, materials and documents provided to the Disciplinary Panel and 

all deliberations, testimony, information, records, materials and documents related thereto 

shall be treated as non-public and confidential and shall not be disclosed, except as 

necessary to further a Company investigation or as otherwise required by law. No 

individual shall serve on a Disciplinary Panel unless that individual has agreed in writing 

that he will not publish, divulge, or make known in any manner facts or information 

regarding the business of any Person or other information which may come to his or her 

attention in his official capacity as a member of the Disciplinary Panel, except (i) when 

reporting to the Board or to a Standing Committee concerned with such information, (ii) 

when reporting to the Market Regulation Team, (iii) when requested by the CFTC or other 

government agency, or (iv) when compelled to testify in any judicial or administrative 

proceeding.

711. Convening Hearings of Disciplinary Proceedings

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

717) will be conducted at a hearing before a Disciplinary Panel. Hearings will be 

conducted privately and confidentially. Notwithstanding the confidentiality of hearings, the 

Disciplinary Panel may appoint an expert to attend any hearing and assist in deliberations 

if such expert agrees to be subject to an appropriate confidentiality agreement.

(b) After reasonable notice to each respondent, the Disciplinary Panel will promptly convene 

a hearing to conduct the disciplinary proceedings with respect to such respondent. Parties 

to a disciplinary proceeding include each respondent and the Market Regulation Team.

(c) The chairman of the Disciplinary Panel may continue, adjourn or otherwise conduct the 

hearing, as he may deem appropriate. The chairman of the Disciplinary Panel will 
308433745.12 

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determine all procedural and evidentiary matters, including the admissibility and relevance 

of any evidence proffered. In determining procedural and evidentiary matters, the 

chairman of the Disciplinary Panel will not be bound by any evidentiary or procedural rules 

or law. Once admitted during the hearing, the Disciplinary Panel may consider, and attach 

the weight it believes appropriate to, evidence or other materials. The Company’s Legal 

Department will provide guidance to the chairman of the Disciplinary Panel on the conduct 

of the hearing.

(d) Except for procedural and evidentiary matters decided by the chairman of the Disciplinary 

Panel pursuant to paragraph (c) of this Rule 711 and Rule 712 below, unless each 

respondent otherwise consents, the entire Disciplinary Panel must be present during the 

entire hearing and any related deliberations.

712. Respondent Review of Evidence

(a) Prior to the commencement of a hearing, each respondent will be given the opportunity, 

subject to (b), (c) and (d) below, to review all books, records, documents, papers, 

transcripts of testimony and other tangible evidence in the possession or under the control 

of the Company that the Market Regulation Team will use to support the allegations and 

proposed sanctions in the notice of charges or which the chairman of the Disciplinary 

Panel deems relevant to the disciplinary proceedings. Notwithstanding the foregoing, no 

respondent will have the right to review, and the Company will have no obligation to 

disclose, any information protected by attorney-client privilege. All requests for such 

information must be made not less than 10 days prior to the scheduled hearing date, 

unless the chairman of the Disciplinary Panel agrees otherwise.

(b) If any books, records, documents, papers, transcripts of testimony, or other tangible 

evidence contain information that could adversely affect the competitive position of the 

Person providing the information or if such information might compromise other 

investigations being conducted by the Market Regulation Team, the Market Regulation 

Team may redact, edit or code such information before furnishing it to the respondent.

(c) Notwithstanding anything in paragraph (b) of this Rule 712 to the contrary, the Market 

Regulation Team:

(i) will not redact, edit or code competitive or investigative information contained in 

documents in a manner that would materially impair the respondent’s ability to 

defend against the allegations or proposed sanctions in the notices of charges, 

and

(ii) will provide the respondent with access to the information and portions of the 

documents that the Market Regulation Team intends to rely on to support the 

allegations or proposed sanctions in the notice of charges.

(d) For purposes of this Rule 712, information that could adversely affect competitive 

positions includes positions in Swaps currently held, trading strategies employed in 

establishing or liquidating positions, the identity of any Participant, Authorized User, 

Trading Customer, Clearing Member or other Person and the personal finances of the 

Person providing the information.

(e) The respondent shall treat as confidential all data and information provided to it pursuant 

to this Rule 712, and shall not disclose any such data or information, except as necessary 

to the respondent’s defense of notice of charges and any appeal of the decision of the 

Disciplinary Panel.
308433745.12 

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713. Conducting Hearings of Disciplinary Panels

(a) At a hearing conducted in connection with any disciplinary proceedings, the Market 

Regulation Team will present its case supporting the allegations and proposed sanctions 

in the notice of charges to the Disciplinary Panel. If a respondent has timely filed an 

answer to the notice of charges in accordance with Rule 707, the respondent is entitled 

to attend and participate in the hearing.

(b) At a hearing conducted in connection with any disciplinary proceedings, the Market 

Regulation Team and each respondent may:

(i) present evidence and facts determined relevant and admissible by the chairman 

of the Disciplinary Panel;

(ii) call and examine witnesses; and

(iii) cross-examine witnesses called by other parties.

(c) If the respondent fails to file an answer, has filed a general denial, or if any or all of the 

allegations in the notice of charges are not expressly denied in the respondent’s answer, 

the chairman of the Disciplinary Panel may limit evidence concerning any allegations not 

expressly denied in determining the sanctions to impose. If a respondent fails to file an 

answer but appears at the hearing, the respondent may not participate in the hearing (by 

calling or cross-examining witnesses, testifying in defense, presenting evidence 

concerning the notice of charges, or otherwise) unless the Disciplinary Panel determines 

that the respondent had a compelling reason for failing to timely file an answer. If the 

Disciplinary Panel determines that the respondent had a compelling reason for failing to 

timely file an answer, the Disciplinary Panel will adjourn the hearing and direct the 

respondent to promptly file the written answer in accordance with Rule 707.

(d) Any Person entitled, or required or called upon, to attend a hearing before a Disciplinary 

Panel pursuant to paragraph (b)(ii) of this Rule 713 will be given reasonable notice, 

confirmed in writing, specifying the date, time and place of the hearing, and the caption of 

the disciplinary proceedings. The Company will require all natural persons acting as 

employees or agents of Participants, Trading Customers or Clearing Members and 

Authorized Users and other Persons that are called as witnesses to appear at the hearing 

and produce evidence. The Company will make reasonable efforts to secure the 

presence of all other Persons called as witnesses whose testimony would be relevant.

(e) If during any disciplinary proceedings the Disciplinary Panel determines that a reasonable 

basis exists to believe that the respondent violated a Rule or a provision of Applicable 

Law other than the violations alleged in the notice of charges, the Disciplinary Panel may 

consider those apparent violations after providing the respondent with an opportunity to 

answer the additional allegations in accordance with Rule 707. In connection with 

considering apparent violations pursuant to this paragraph (e), the Disciplinary Panel may 

request that the Market Regulation Team provide the Disciplinary Panel with any 

additional information.

(f) The Disciplinary Panel may summarily impose sanctions on any Participant, Authorized 

User, Trading Customer or Clearing Member that impedes or delays the progress of a 

hearing.

(g) The Company will arrange for any hearing conducted in connection with disciplinary 

proceedings to be recorded verbatim, or substantially verbatim, in a manner capable of 

accurate transcription. The record shall not be transcribed unless requested by CFTC staff 

or the respondent or the decision is appealed. If the respondent requests a copy of all or 

portions of the recording of a hearing, the chairman of the Disciplinary Panel may within 

his sole discretion order the respondent to pay the costs for transcribing the recording of 

the hearing.
308433745.12 

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(h) No interlocutory appeals of rulings of any Disciplinary Panel or chairman of the 

Disciplinary Panel are permitted.

714. Decision of Disciplinary Panel

(a) As promptly as reasonable following a hearing, the Disciplinary Panel will issue an order 

rendering its decision based on the weight of the evidence contained in the record of the 

disciplinary proceedings. A decision by a majority of the Disciplinary Panel will constitute 

the decision of the Disciplinary Panel.

(b) The Company will serve a copy of the order of the Disciplinary Panel on the respondent 

and the Market Regulation Team. The order will include:

(i) the notice of charges or summary of the allegations;

(ii) the answer, if any, or a summary of the answer;

(iii) a brief summary of the evidence introduced at the hearing (or, where appropriate, 

incorporation by reference of the Investigation Report);

(iv) findings of fact and conclusions concerning each allegation, including each

specific Rule that the respondent is found to have violated;

(v) the imposition of sanctions, if any, and the effective date of each sanction; and

(vi) notice of the respondent’s right to appeal pursuant to Rule 716.

(c) A Disciplinary Panel shall be dissolved automatically when it has decided the matter for 

which it was appointed and has notified the respondent and the Chief Compliance Officer 

in writing of its decision.

(d) Unless a timely notice of appeal is filed pursuant to Rule 716, the order of the Disciplinary 

Panel will become final upon the expiration of 20 days after the order is served on the 

respondent and a copy thereof is provided to the Market Regulation Team.

715. Sanctions

(a) After notice and opportunity for hearing in accordance with these Rules, the Company 

may impose sanctions if any Participant, Authorized User, Trading Customer, Clearing 

Member, Client Account, Clearing Customer or other Person using any of the Participant’s 

User IDs is found to have violated or to have attempted to violate a Rule for which the 

Company possesses jurisdiction. Any such sanctions shall take into account the 

respondent’s disciplinary history (if any). The Company may impose one or more of the 

following sanctions or remedies on any Participant, Authorized User, Trading Customer, 

Clearing Member, Client Account, Clearing Customer or other Person using any of the 

Participant’s User IDs:

(i) a warning letter, provided that no more than one warning letter may be issued to 

the same respondent found to have committed the same rule violation within a 

rolling 12-month period;

(ii) censure;

(iii) limitation, restriction or qualification of Trading Privileges, Clearing Privileges or 

other activities, functions or operations; 

(iv) suspension of Trading Privileges or Clearing Privileges for a period not to exceed 

12 months; 

(v) fine (subject to paragraph (b) of this Rule 715); 
308433745.12 

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(vi) restitution or disgorgement, to include restitution in the event of customer harm, 

except where the amount of restitution or to whom it should be provided cannot 

be reasonably determined; 

(vii) termination of Trading Privileges or Clearing Privileges; 

(viii) expulsion; or 

(ix) any other sanction or remedy deemed to be appropriate.

(b) The Company may impose a fine of up to $100,000 for each violation. If a fine or other 

amount is not paid within 30 days of the date that it becomes payable, then interest will 

accrue on the sum from the date that it became payable at the quoted prime rate plus 

three per cent. The Company has sole discretion to select the bank on whose quotations 

to base the prime rate. Each Participant, Authorized User, Trading Customer, Clearing 

Member or other Person using any of the Participant’s User IDs will be responsible for 

paying its own fine for a violation .

716. Appeal from Disciplinary Panel Decision, Summary Impositions of Fines and Other 

Summary Actions

(a) Each respondent found by the Disciplinary Panel to have violated (or, in the case of a 

Participant, whose Authorized User, Trading Customer or other Person using its User ID 

was found to have violated) a Rule or who is subject to any summary fine imposed 

pursuant to Rule 717 or any summary action imposed pursuant to Rule 718 may appeal 

the decision within 20 days of receiving the order of the Disciplinary Panel or the notice of 

summary action, as the case may be, by filing a notice of appeal with the Chief 

Compliance Officer. 

(b) The Market Regulation Team may appeal all or any part of a decision of the Disciplinary 

Panel, including any sanctions that may or may not have been imposed by the Disciplinary 

Panel, within 20 days of receiving the order of the Disciplinary Panel, by filing a notice of 

appeal with the Chief Compliance Officer.

(c) While an appeal is pending, the effect of the order of the Disciplinary Panel or the 

summary action (including any sanctions, remedies or costs imposed thereby) shall be 

suspended.

(d) The notice of appeal must state in writing the grounds for appeal, including the findings of 

fact, conclusions or sanctions to which the respondent objects. An appellant may appeal 

the order of the Disciplinary Panel or any summary action on the grounds that:

(i) the order or summary action was arbitrary, capricious, an abuse of discretion, or 

not in accordance with these Rules;

(ii) the order or summary action exceeded the authority or jurisdiction of the 

Disciplinary Panel, the Chief Compliance Officer or the Company;

(iii) the order or summary action failed to observe required procedures;

(iv) the order or summary action was unsupported by the facts or evidence; or

(v) the sanctions, remedies or costs which were imposed were inappropriate or 

unsupported by the record.

(e) The Chief Compliance Officer will forward copies of any notice of appeal received by it to 

all parties to the disciplinary proceeding or summary action, as the case may be, except 

the appellant. On or before the 20th day after filing a notice of appeal, the appellant must 

file with the Chief Compliance Officer and serve on the Market Regulation Team a brief 

supporting the notice of appeal and documents supporting the brief. On or before the 20th 

day after the date on which the appellant serves their supporting brief, the appellee must 
308433745.12 

 66 

file and serve its brief in opposition. On or before the 10th day after the date on which the 

appellee serves its brief in opposition, the appellant must file and serve a brief in reply on 

the Market Regulation Team.

(f) In connection with any appeal, the Market Regulation Team will furnish to the Chief 

Compliance Officer and to the respondent/appellant a transcript of the hearing, any 

exhibits introduced at the hearing, the notice of appeal and briefs filed to support and 

oppose the appeal.

(g) No later than 30 days after the last submission filed pursuant to paragraph (d) of this Rule 

716716, the Chief Compliance Officer will appoint an Appeals Panel to consider and 

determine the appeal. An Appeals Panel shall be comprised of three individuals, none of 

whom shall be a member of the Market Regulation Team or have been a member of any 

Disciplinary Panel involved in the matters on appeal. The chairman of the Appeals Panel 

shall be an individual who would not be disqualified from serving as a Public Director.

(h) Within 10 days of being notified of the appointment of the Appeals Panel, a respondent 

may seek to disqualify any individual named to the Appeals Panel for the reasons 

identified in these Rules, by serving written notice on the Chief Compliance Officer. By 

not timely filing a request for disqualification, the respondent will be deemed to have 

waived any objection to the composition of the Appeals Panel. The Chief Compliance 

Officer will decide the merits of any request for disqualification within his or her sole 

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

(i) The Appeals Panel may hold a hearing to allow parties to present oral arguments. Any 

hearing will be conducted privately and confidentially. Notwithstanding the confidentiality 

of hearings, the Appeals Panel may appoint an expert to attend any hearing and assist in 

the deliberations if such individuals agree to be subject to appropriate confidentiality 

agreements. In determining procedural and evidentiary matters, the Appeals Panel will 

not be bound by evidentiary or procedural rules or law.

(j) The Appeals Panel will only consider on appeal the record before the Disciplinary Panel 

or, in the case of a summary action, the record considered by the Chief Compliance 

Officer, the notice of appeal, the briefs filed in support and opposition of the appeal, and 

any oral arguments of the parties. The Appeals Panel may only consider new evidence 

when the Appeals Panel is satisfied that good cause exists for why the evidence was not 

introduced during the disciplinary proceeding or when imposing the summary action.

(k) After completing its review, the Appeals Panel may affirm, modify or reverse any order of 

the Disciplinary Panel or summary action under appeal, in whole or in part, including 

increasing, decreasing or eliminating any sanction or remedy imposed, imposing any 

other sanction or remedy authorized by these Rules, or remanding the matter to the same 

or a different Disciplinary Panel for further disciplinary proceedings or for reconsideration 

by the Chief Compliance Officer in the case of summary action. The Appeals Panel may 

order a new hearing for good cause or if the Appeals Panel deems it appropriate.

(l) As promptly as reasonably possible following its review, the Appeals Panel will issue a 

written decision on appeal rendering its decision based on the weight of the evidence 

before the Appeals Panel. The decision of the Appeals Panel will include a statement of 

findings of fact and conclusions for each finding, sanction, remedy and cost reviewed on 

appeal, including each specific Rule and provision of Applicable Law that the respondent 

is found to have violated, if any, and the imposition of sanctions, remedies and costs, if 

any, and the effective date of each sanction, remedy or cost. If pursuant to the decision 

of the Appeals Panel a disciplinary action or access denial action (as such terms are 

defined in CFTC Regulation 9.2) is to be imposed, then within thirty days of the issuance 

of such action, the Company will provide written notice of such action to: (i) the person 

Formatted: Font: (Default) Arial, 10 pt
308433745.12 

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against whom the action was taken and (ii) to the CFTC, such notice filed through the 

NFA’s BASIC system.

(m) The Appeals Panel’s written decision on appeal (including findings of fact and conclusions 

and the imposition of sanctions, remedies and costs, and the effective date of any 

sanction, remedy cost) will be the final action of the Company and will not be subject to 

appeal within the Company. Any disciplinary or access denial action imposed by the 

Company pursuant to the Appeals Panel’s decision will not become effective until at least 

fifteen days after the written notice required under paragraph (l) of this Rule is delivered 

to the person disciplined or denied access.

717. Summary Imposition of Fines

(a) The Chief Compliance Officer may summarily impose a fine against a Participant (on 

behalf of itself or any of its Authorized Users, Trading Customers or other Persons using 

any of its User IDs), Trading Customer or Clearing Member for failing:

(i) to timely pay fees, cost, charges or fines to the Company or a DCO;

(ii) to make timely and accurate submissions to the Company of notices, reports or 

other information required by these Rules, including the information required 

under Rule 1005 regarding a DCO Rejected Swap or a Cleared Error Swap (as 

these terms are defined in Rule 1005(b) below); and

(iii) to keep any books and records required by these Rules.

(b) The Market Regulation Team, acting on behalf of the Chief Compliance Officer, will give 

notice of any fine imposed pursuant to this Rule 717 to each Participant, Authorized User, 

Trading Customer or Clearing Member subject thereto. The notice will specify (i) the 

violation of these Rules for which the fine is being imposed, (ii) the date of the violation 

and (iii) the amount of the fine. Within 20 days of serving the notice of fine, the Participant, 

Authorized User, Trading Customer or Clearing Member, as the case may be, must either 

pay or cause the payment of the fine or file notice of an appeal pursuant to Rule 716. 

Unless timely notice of appeal is filed pursuant to Rule 716, the fine will become final upon 

the expiration of 20 days after the notice of fine is served on the Participant, Authorized 

User, Trading Customer or Clearing Member, as the case may be.

(c) The Company will set the amount of any fines imposed pursuant to this Rule 717, with the 

maximum fine for each violation not to exceed $5,000. Summary imposition of fines 

pursuant to this Rule 717 will not preclude the Company from bringing any other action 

against the Participant, Authorized User, Trading Customer or Clearing Member, as the 

case may be.

718. Summary Suspensions and Other Summary Actions

(a) Notwithstanding anything in these Rules to the contrary, if the Chief Compliance Officer 

believes that immediate action is necessary to protect the best interests of the Company

or the marketplace, the Chief Compliance Officer may, after consultation with the 

Regulatory Oversight Committee summarily suspend, revoke, limit, condition, restrict or 

qualify: (i) the Trading Privileges of a Participant, (ii) the exercise of such Trading 

Privileges by any of its Authorized Users or Trading Customers, (iii) Clearing Privileges of 

a Clearing Member, or (iv) take other summary action against a Clearing Member, 

Participant or any of its Authorized Users, or Trading Customer in accordance with these 

Rules.

(b) Whenever practicable, the Market Regulation Team, acting on behalf of the Chief 

Compliance Officer, shall provide prior written notice to the party against whom any action 

in accordance with paragraph (a) shall be taken. If prior notice is not practicable, the 
308433745.12 

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Company will give notice at the earliest possible opportunity to the respondent against 

whom the action is brought. The Market Regulation Team, acting on behalf of the Chief 

Compliance Officer, will prepare a notice of summary action (which will state the action, 

the reasons for the action, and the effective time, date and duration of the action) and 

serve the notice on such party and advise the recipient of the notice of its right to a prompt 

hearing before a Disciplinary Panel and its right to be represented by legal counsel or 

other representative at such hearing. A request by the recipient of the notice for such a 

hearing shall not delay the effectiveness of the summary action.

(c) At the request of the Company, a respondent against whom a summary action is brought 

pursuant to this Rule 718 must provide books and records over which the respondent has 

access or control and must furnish information to, or appear or testify before, the Company 

or the Disciplinary Panel with the enforcement of any Rule.

(d) If a hearing is requested pursuant to paragraph (b) of this Rule 718, the Disciplinary Panel 

will promptly convene a hearing to be conducted in accordance with Rule 713.

(e) As promptly as reasonably possible after the hearing, the Disciplinary Panel will issue to 

the respondent a written order affirming, modifying, or reversing the summary action. The 

order will include a description of the summary action taken, a summary of the evidence 

introduced at the reinstatement hearing, a statement of findings of fact and conclusions, 

a description of any action taken or to be taken by the Company, and the effective date, 

time and duration thereof.

(f) Any decision of a Disciplinary Panel pursuant to this Rule 718718 will be the final action 

of the Company, and not subject to appeal within the Company upon serving the 

respondent with a copy of the decision.

719. Reinstatement after Summary Suspension

(a) A respondent whose Trading Privileges or Clearing Privileges are suspended, revoked, 

limited, conditioned, restricted or qualified pursuant to Rule 718 may apply for 

reinstatement by filing with the Market Regulation Team 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.

(b) 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 Market Regulation 

Team, acting on behalf of the Chief Compliance Officer 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, Authorized User, 

Trading Customer or Clearing Member (and, as applicable, any of their employees or 

affiliates) involved in activity proposed to be conducted on the SEF to appear as witnesses 

and produce evidence if the Appeals Panel determines that the evidence is relevant.

(c) 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 or Clearing 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 

Formatted: Font: (Default) Arial, 10 pt
308433745.12 

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action issued pursuant to Rule 718(b) above. The order of the Appeals Panel may not be 

appealed.

720. Rights and Responsibilities after Suspension or Termination

(a) When the Trading Privileges of a Participant, the exercise of such Trading Privileges by 

an Authorized User or Trading Customer, or the Clearing Privileges of a Clearing Member 

are suspended for a period of 12 months or less, none of its rights, Trading Privileges or 

Clearing Privileges (including the right to hold oneself out to the public as a Participant, 

Trading Customer, Clearing Member or Authorized User or enter Orders on the SEF and 

receive Participant rates for fees, costs, and charges and deposit margin at Participant 

levels, as applicable) will apply to such Participant, Trading Customer, Clearing Member 

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, Trading 

Customer, Clearing Member or Authorized User of its obligations under these Rules to 

perform with respect to any Swaps entered into before the suspension, or for any 

Company fees, costs, or charges incurred during the suspension. The Company may 

discipline a suspended Participant, Trading Customer, Clearing Member or Authorized 

User under this Chapter 7 for any violation of a Rule or provision of Applicable Law 

committed by the Participant, Trading Customer, Clearing Member or Authorized User 

before, during or after the suspension.

(b) When the Trading Privileges of a Participant, the exercise of such Trading Privileges by 

an Authorized User or Trading Customer, or the Clearing Privileges of a Clearing Member 

are terminated, all of its rights, Trading Privileges or Clearing Privileges, as applicable, 

will terminate, except for the right of the Participant, Trading Customer, Clearing Member 

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, Trading Customer or Authorized User may only seek to 

reinstate his authorization to exercise Trading Privileges by providing the Company with 

satisfactory evidence that he complies with Rule 303. A terminated Clearing Member may 

only seek to reinstate its authorization to exercise Clearing Privileges by providing the 

Company with satisfactory evidence that he complies with all the terms and conditions of 

the Clearing Member Relationship Agreement. The Company will not consider the 

application of a terminated Participant, Trading Customer, Clearing Member or Authorized 

User if such Participant, Trading Customer, Clearing Member 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, Trading Customer, Clearing Member 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, Trading Customer, Clearing Member or Authorized User still had Trading 

Privileges or Clearing Privileges or could still exercise Trading Privileges or Clearing 

Privileges, as applicable.

721. Notice of Disciplinary Proceedings

The Company will provide written notice of disciplinary proceedings to the parties and the RSP 

consistent with applicable CFTC Regulations. Whenever the Company suspends, expels, fines or 

otherwise disciplines, or denies any Person access, to the Company, the Company will make the 

public disclosures required by CFTC Regulations.
308433745.12 

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Chapter 8. ARBITRATION

801. General

(a) Except as otherwise provided in these Rules, Participants, Authorized Users and Trading 

Customers shall arbitrate pursuant to these Rules in this Chapter 8 all disputes, 

controversies and claims between or among themselves arising out of a Swap 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 SEF. Any such 

claim against a Participant, Authorized User or Trading Customer 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, Authorized Users or Trading Customers that: (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 forum other than the forum set 

out in Rule 802.

802. Forum and Arbitration Rules

NFA will conduct any and all arbitrations of a type described in Rule 801 pursuant to NFA’s 

Member Arbitration Rules, as if each Participant or Trading Customer to such arbitration was an 

“NFA Member,” and references in the Member Arbitration Rules to an “Associate” of an “NFA 

Member” shall mean and include an Authorized User.

803. Initiating an Arbitration Claim

(a) A Participant, Authorized User or Trading Customer may initiate an arbitration claim by 

submitting the required documents and fees to NFA.

(b) A Participant, Authorized User or Trading Customer submitting an arbitration claim shall 

provide notice of such claim to the Company.

804. Claims Relating to Trade Cancellations or Price Adjustments

All claims relating to trade cancellations or price adjustments pursuant to Rule 407 shall be 

arbitrated in accordance with this Chapter 8.

805. Penalties

(a) Any failure on the part of any Participant, Authorized User or Trading Customer to arbitrate 

a case subject to arbitration, or the commencement by any such Participant, Authorized User 

or Trading Customer of a suit in any court prior to arbitrating a case subject to arbitration, 

violates these Rules and subjects such Person to disciplinary proceedings pursuant to 

Chapter 7.

(b) The Company may summarily suspend, pursuant to Chapter 7, a Participant or Authorized 

User that fails to satisfy an arbitration award rendered in any arbitration conducted pursuant 

to this Chapter 8.
308433745.12 

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Chapter 9. SWAPS

901. Swap Specifications

Each Swap will meet such specifications, and all trading in such Swap will be subject to such 

procedures and requirements, as described in the terms and conditions governing such Swap (as 

set forth below and in the Company’s technical specifications) and will be posted on the website 

of the Company (www.tradeweb.com).

(a) Interest Rate Swaps - Fixed-to-Floating

Contract Description

A fixed-to-floating swap is an agreement between two parties to exchange a 

fixed interest payment for a floating interest payment that is based on one of the 

indices listed below.

Certain fixed-to-floating swaps may be non-deliverable, which is when the fixedto-floating swap is settled on a cash basis, generally in USD, instead of through 

a physical exchange of interest payment flows.

Currency and 

Floating Rate Index -

Time Period

U.S. Dollar (USD) • London Interbank Offered Rate (LIBOR) -

1 Month, 3 Month, 6 Month

Canadian Dollar (CAD) • Canadian Dealer Offered Rate (CDOR) - 3 

Month

Eurodollar (EUR) • Euro Interbank Offered Rate (EURIBOR) -

1 Month, 3 Month, 6 Month, 12 Month

Japanese Yen (JPY) 

• Tokyo Interbank Offered Rate published 

by published by Japanese Bankers 

Association (JPY-TIBOR-ZTIBOR) - 6 

Month

Swedish Krona (SEK) • Stockholm Interbank Offered Rate 

(STIPOR) - 3 Month

Danish Krone (DKK) • Copenhagen Interbank Offered Rate 

(CIBOR) - 6 Month 

Norwegian Krone (NOK)

• Norwegian Inter Bank Offered Rate 

(NIBOR) - 6 Month

• Norwegian Inter Bank Offered Rate (NOKNIBOR-NIBR) - 3 Month

Australian Dollar (AUD)

• Bank Bull Reference Rate or Bank Bill 

Swap Interest Rate (BBR-BBS)- 3Month

• Bank Bull Reference Rate or Bank Bill 

Swap Interest Rate (BBR-BBS) - 6 Month

New Zealand Dollar (NZD) • Bank Bill Reference Rate (BBR-FRA) - 3 

Month

Polish Zloty (PLN)

• Windhoek Inter-bank Agreed Rate 

(WIBOR) - 6 Month

• Windhoek Inter-bank Agreed Rate (PLNWIBOR-WIBO) - 3 Month

South African Rand (ZAR) • Johannesburg Interbank Agreed Rate 

(JIBAR) - 3 Month

Hong Kong Dollar (HKD) • Hong Kong Inter Bank Offered Rate 

(HKD-HIBOR-HKAB) - 3 Month

Singapore Dollar (SGD) • Singapore Overnight Rate (SGD-SORVWAP) - 6 Month

Chinese Yuan (CNY)

• Repo Rate for Chinese Renminbi 

published by the China Foreign Exchange 

Trade System (CNY-CNREPOFIX=CFXSReuters) - 3 Month
308433745.12 

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South Korean Won (KRW)

• Korean Bond Rate published by the Korea 

Financial Investment Association (KRWCD-KSDA-Bloomberg) - 3 Month

Hungarian Forint (HUF)

• Rate for Deposits in Hungarian Forint 

(HUF-BUBOR-Reuters) - 3 Month and 6 

Month

Czech Koruna (CZK) • Rate for Deposits in Czech Koruna (CZKPRIBOR-PRBO) - 3 Month and 6 Month

Brazilian Real (BRL) • Overnight Brazilian Interbank Deposit 

Rate (BRL-CDI) - 1 Day

Chilean Peso (CLP)

• Indice Cámara Promedio Rate published 

by the Asociación de Bancos e 

Instituciones Financieras de Chile A.G. 

(CLP-TNA) - 6 Month

Indian Rupee (INR) • Mumbai Inter-Bank Offer Rate (INR-FBILMIBOR-OIS) - 6 Month

Mexican Peso (MXN)

• Interbank Equilibrium Interest Rate 

published by Banco de México (MXN-TIIEBanxico) - 28 Days

Israeli New Shekel (ILS) • Tel Aviv Inter-Bank Offered Rate 

(TELBOR) - 3 Month

New Taiwan Dollar (TWD) • Taiwan Three Month Interbank Rate 

(TAIBOR) - 3 Month

Contract Size As agreed by the parties.

Minimum Size As agreed by the parties.

Effective Date / Start 

Date

The date on which parties begin calculating accrued obligations such as fixed 

and floating interest rate payments.

Stated Maturity 

Range | Maturity 

Date

1 day to 50 years | The final date on which the obligations no longer accrue and 

the final payment occurs.

Trade Start Types

• Spot Starting (T+2/T+0)

• IMM Start Date (September, December, March, June).

• Custom start dates

Fixed Leg • Payment Frequency: Quarterly; Semi-Annual; or Annual

• Day Count Convention: 30/360; Actual/360; Actual/365F

Floating Leg • Monthly (1M) Quarterly (3M), Semi-Annual (6M), Annual (1Y)

• Day Count Convention: Actual/360

Notional Fixed Notional

Fixed Rate Types

• Par

• Standard Coupon (for Market Agreed Coupon (“MAC”) contracts)

• Customized Coupon

• Zero Coupon

Holiday Calendar(s) NY/London/TARGET

Business Day 

Conventions

• Following

• Modified Following

• Unadjusted

Periodic Settlement: 

Payment and Resets

• Fixed Leg: The payment amount of the Fixed Leg is based on the 

following: Notional, Payment Frequency, Day Count Convention and 

Fixed Interest Rate.

• Floating Leg: The payment amount of the Floating Leg is based on the 

following: Notional, Payment Frequency, Day Count Convention, Floating 

Interest Rate Index and Floating Reset Dates.

Payments are settled in accordance with the payment frequency of the swap.
308433745.12 

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Optionality No

Dual Currencies No

Settlement Procedure As determined by the DCO.

Trading Hours Trading hours of TW SEF.

DCO(s) LCH.Clearnet Limited (“LCH”), Chicago Mercantile Exchange Inc. (“CME”), and 

Eurex Clearing AG (“Eurex”) and Japan Securities Clearing Corp (“JSCC”).

Block Size See Rule 411 and CFTC Regulation Part 43, Appendix F.

Reportable Levels See Rule 409 and CFTC Regulation 15.03.

Position Limits See Rule 408 and CFTC Regulation Part 150.

Reporting All trades reported to SDR in accordance with CFTC requirements.
308433745.12 

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(b) Interest Rate Swaps - Basis

Contract Description

A basis swap is an agreement between two parties to exchange a floating 

interest payment based on a reference rate for a floating interest payment 

based on a different reference rate in the same currency.

Currency and 

Floating Rate Index 

- Time Period

USD

• LIBOR - 1 Month, 3 Month, 6 Month

• Secured Overnight Financing Rate (USDSOFR-COMPOUND)

• Federal Funds Rate - Overnight Index 

Swap (USD-Federal Funds-H.15-OISCOMPOUND)

EUR 

• EURIBOR –1 Month, 3 Month, 6 Month 

Eonia

• Euro Short-Term Rate (EUR-EuroSTRCOMPOUND)

•

•

Contract Size As agreed by the parties.

Minimum Size As agreed by the parties.

Effective Date / Start 

Date As agreed by the parties.

Stated Maturity 

Range | Maturity 

Date

1 year to 40 years | The final date on which the obligations no longer accrue 

and the final payment occurs.

First Fixing Date • The first LIBOR/EURIBOR Fixing Date is 2 London business days prior to 

the Effective Date.

Trade Start Types • Spot Starting (T+2)

Notional Fixed Notional

Holiday Calendar NY/London/TARGET

Business Day 

Conventions Modified Following

Floating Leg 1 • Payment Frequency: Monthly, Quarterly; Semi-Annual; or Annual

• Day Count Convention: 30/360; Actual/360

Floating Leg 2 • Payment Frequency: Monthly, Quarterly; Semi-Annual; or Annual

• Day Count Convention: 30/360; Actual/360

Periodic Settlement: 

Payment and Resets 

• Floating Leg 1: The payment amount of the Floating Leg 1 is based on the 

following: Notional, Payment Frequency, Day Count Convention, Floating 

Interest Rate Index, and Floating Reset Dates.

• Floating Leg 2: The payment amount of the Floating Leg 2 is based on the 

following: Notional, Payment Frequency, Day Count Convention, Floating 

Interest Rate Index and Floating Reset Dates.

Payments are settled in accordance with the payment frequency of the swap.

Optionality No

Dual Currencies No

Settlement Procedure As determined by the DCO.

Trading Hours Trading hours of TW SEF.
308433745.12 

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DCO(s) LCH, CME, and Eurex.

Block Size See Rule 411 and CFTC Regulation Part 43, Appendix F.

Reportable Levels See Rule 409 and CFTC Regulation 15.03.

Position Limits See Rule 408 and CFTC Regulation Part 150.

Reporting All trades reported to SDR in accordance with CFTC requirements.
308433745.12 

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(c) Overnight Index Swaps - Fixed-to-Floating

Contract Description

An overnight index swap (OIS) is an agreement between two parties to exchange 

a fixed interest payment for a floating interest payment based on the geometric 

average of an overnight index over every day of the payment period.

Certain OIS may be non-deliverable, which is when the OIS is settled on a cash 

basis, generally in USD, instead of through a physical exchange of interest 

payment flows.

Currency and 

Floating Rate Index

USD Federal Funds, Secured Overnight Financing 

Rate (USD-SOFR-COMPOUND)

EUR Euro Overnight Index Average (ESTR))

AUD RBA Interbank Overnight Cash Rate ( AONIA)

NZD NZD-NZIONA-OIS Compound(NZIONA)

GBP Sterling Overnight Index Average (SONIA)

CAD Canadian Overnight Repo Rate Average 

(CORRA)

CHF Swiss Average Rate (SARON)

JPY Tokyo Interbank Offered Rate (TONA)

SGD Singapore Overnight Rate Average ( SORA)

THB Thailand Overnight Repurchase Rate (THB 

THOR)

COP Colombian Floating Overnight Lending Rate 

(COP-IBR-OIS-COMPOUND) 

Contract Size As agreed by parties.

Minimum Size As agreed by parties.

Effective Date / Start 

Date

The date on which parties begin calculating accrued obligations such as fixed 

and floating interest rate payments.

Stated Maturity 

Range | Maturity Date

7 days to 50 years | The final date on which the obligations no longer accrue and 

the final payment occurs.

Trade Start Types

• Spot Starting (T+2/T+0)

• IMM Start Date (September, December, March, June).

• Custom start dates

Fixed Leg • Payment Frequency: Term, Monthly, Quarterly, Semi, and Annual

• Day Count Convention: Actual/360, Actual/365.FIXED

Floating Leg • Payment Frequency: Term, Monthly, Quarterly, Semi, and Annual

• Day Count Convention: Actual/360, Actual/365.FIXED

Notional Fixed Notional

Fixed Rate Types

• Par

• Standard Coupon (for Market Agreed Coupon (“MAC”) contracts)

• Customized Coupon

Holiday Calendar(s) New York, USGS, London, and TARGET

Business Day 

Conventions

• Modified Following

• Following

• Unadjusted
308433745.12 

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Periodic Settlement: 

Payment and Resets

• Fixed Leg: The payment amount of the Fixed Leg is based on the 

following: Notional, Payment Frequency, Day Count Convention and 

Fixed Interest Rate.

• Floating Leg: The payment amount of the Floating Leg is based on the 

following: Notional, Payment Frequency, Day Count Convention, 

Floating Interest Rate Index and Floating Reset Dates.

Payments are settled in accordance with the payment frequency of the swap.

Optionality No

Dual Currencies No

Settlement Procedure As determined by the DCO.

Trading Hours Trading hours of TW SEF.

DCO(s) LCH, CME, and Eurex.

Block Size See Rule 411 and CFTC Regulation Part 43, Appendix F.

Reportable Levels See Rule 409 and CFTC Regulation 15.03.

Position Limits See Rule 408 and CFTC Regulation Part 150.

Reporting All trades reported to SDR in accordance with CFTC requirements.
308433745.12 

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(d) Option–Fixed-to-Floating Swap Contract (“Swaption”)

Contract Overview An agreement granting the owner the right, but not the obligation, to enter into a 

Swap listed for trading on TW SEF which is exercisable only on a specific date.

Option Type Payer, Receiver or Straddle

Underlying Swap USD 

Index of Underlying 

Swap

SOFR, EURIBOR, SONIA

Tenor of Underlying 

Swap

Any (1Y – 60Y)

Currency US Dollar, EUR, GBP

Notional Notional of the underlying swap (As agreed by the parties)

Trading Conventions A payer option gives the owner of the option the right to enter into a swap where 

it pays the fixed leg and receives the floating leg. A receiver option gives the 

owner of the option the right to enter into a swap in which it receives the fixed leg 

and pays the floating leg.

Quoting Conventions Quoted in $ Premium (basis points of notional)

Option Strike Price Fixed rate of the underlying swap

Option Expiry Date As agreed by the parties (1M – 10Y)

Option Settlement 

Type

Cash or a delivery of a cleared swap

Roll Type Standard or IMM Roll

Exercise Method The purchaser of the Swaption must notify the seller of the Swaption of the 

purchaser’s intent to exercise the Swaption prior to negotiation of the manner of 

the exercise: cash or physical (delivery). Notice shall be in the form indication on 

the order ticket. If the counterparties elect the exercise by physical delivery, the 

counterparties must submit the underlying Swap for clearing to the designated 

Clearing House (either CME or LCH). Otherwise, cash will be exchanged. 

Exercise Procedure In the case of exercise by physical delivery, positions in the underlying swap will 

be established via book entry by the designated Clearing House. In case of cash 

settlement, the exercise shall be conducted by exchanging cash as agreed by the 

counterparties.

Speculative Limits Speculative position limits or position accountability will be the same as for the 

underlying swap.

Clearing House for 

the Underlying Swap

Chicago Mercantile Exchange, Inc. or LCH.Clearnet Ltd. 

Block Size As set forth in Appendix F to Part 43of the CFTC Regulations 
308433745.12 

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(e) U.S. Dollar and Non-U.S. Dollar denominated Forward Rate Agreements

Contract Description

A Forward Rate Agreement (FRA) is a one period Interest Rate Swap (IRS) 

where one party buys (pays) a fixed interest rate and receives a floating interest 

rate and one party sells (receives) a fixed interest rate and pays a floating 

interest rate.

Currency and 

Floating Rate Index –

Time Period

USD – LIBOR – BBA (1 Month, 3 Months, 6 Months)

EUR – LIBOR – BBA (1 Month, 3 Months, 6 Months)

Contract Size As agreed by parties.

Minimum Size As agreed by parties.

Effective Date / Start 

Date The first date from which fixed and floating interest amounts accrue.

Maturity Date / End 

Date The final date until which fixed and floating interest amounts accrue.

Tenor / Duration 1 Month, 3 Month, 6 Month

Notional Fixed Notional

Trade Start Types

• Spot Starting (T+2)

• IMM Start Date (September, December, March, June)

• Forward Start Date 

Fixing Date LIBOR fixing date is two London business days prior to the effective date

Business Day 

Conventions Modified Following

Holiday Calendar(s) London/NY

Fixed Leg • Payment Frequency: One Time

• Day Count Convention: Actual/360

Floating Leg • Payment Frequency: One Time

• Day Count Convention: Actual/360

Periodic Settlement: 

Payment and Resets

• Fixed Leg: The payment amount of the Fixed Leg is based on the 

following: Notional, Payment Frequency, Day Count Convention and 

Fixed Interest Rate.

• Floating Leg: The payment amount of the Floating Leg is based on the 

following: Notional, Payment Frequency, Day Count Convention, 

Floating Interest Rate Index and Floating Reset Dates.

Payments are settled in accordance with the payment frequency of the swap.

Fixed Rate Type Par

Optionality No

Dual Currencies No

Settlement Procedure As determined by the DCO.

Trading Hours Trading hours of TW SEF.
308433745.12 

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DCO(s) LCH and CME

Block Size See Rule 411 and CFTC Regulation Part 43, Appendix F.

Reportable Levels See Rule 409 and CFTC Regulation 15.03.

Position Limits See Rule 408 and CFTC Regulation Part 150.

Reporting All trades reported to SDR in accordance with CFTC requirements.
308433745.12 

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(f) Zero Coupon Inflation Swaps - Fixed-to-Floating

Contract Description A Zero Coupon Inflation Swaps (ZCI) is an agreement between two parties in 

which at maturity date, a fixed rate payment on a notional amount is exchanged 

for a floating payment derived from the value of the inflation rate. There is only 

one cash flow at the maturity of the swap, without any coupon. The final cash flow 

consists of the difference between the fixed amount and the value of the floating 

amount at expiry of the swap. 

Currency and Floating 

Rate Index

EUR | Euro Area CPI excluding tobacco / French CPI Excluding Tobacco

USD I US Consumer Price Index (CPI)

GBP | UK Retail Price Index (RPI)

Contract Size As agreed by parties.

Minimum Size As agreed by parties.

Effective Date / Start 

Date

The date on which the initial inflation rate is determined by the parties, taking into 

account the time lag preceding the start date. 

Stated Maturity 

Range | Maturity Date

1 year to 50 years for GBP, 30yr for CPI| The final date on which the obligations

no longer accrue and the final payment occurs.

Trade Start Types Spot Starting (T+2/T+0)

On the 15th of the month

Fixed Leg Payment Frequency: Term

Day Count Convention: 1/1

Floating Leg Payment Frequency: Term

Day Count Convention: 1/1

Notional Fixed Notional

Holiday Calendar(s) London and TARGET

Business Day 

Conventions

Modified Following / Unadjusted

Periodic Settlement: 

Payment and Resets

Fixed Leg: The payment amount of the Fixed Leg is based on the following: 

Notional, Payment Frequency, Day Count Convention and Fixed Interest Rate.

Floating Leg: The payment amount of the Floating Leg is based on the following: 

Notional, Payment Frequency, Day Count Convention, CPI Rate Index and 

Floating Reset Dates.

Payments are settled in accordance with the payment frequency of the swap.

Optionality No

Dual Currencies No

Settlement Procedure As determined by the DCO.

Trading Hours Trading hours of TW SEF.

DCO(s) LCH, CME, and Eurex.

Block Size See Rule 411 and CFTC Regulation Part 43, Appendix F.

Reportable Levels See Rule 409 and CFTC Regulation 15.03.

Position Limits See Rule 408 and CFTC Regulation Part 150.

Reporting All trades reported to SDR in accordance with CFTC requirements.
308433745.12 

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(g) Credit Default Swaps - North American Untranched CDS Indices

Contract Description

A credit default swap (CDS) is a derivative transaction that allows for one party 

to transfer to another party for an agreed period of time the credit risk 

associated with an index of reference entities (an Index CDS). In each CDS, 

one party (the Buyer) pays a cash premium (the Premium) to the other party 

(the Seller) to purchase credit protection against the occurrence of an adverse 

event (a Credit Event) with respect to the reference entity or entities.

The most common Credit Events are bankruptcy, failure to pay obligations and 

restructuring of obligations. The credit protection can relate to a specific type of 

obligation or all obligations of a reference entity and is expressed in terms of a 

notional amount of the relevant obligations.

Selling credit protection is economically equivalent to owning the relevant 

obligations. Buying credit protection is economically equivalent to selling those 

obligations short. 

If a Credit Event occurs before the maturity date of a CDS, the Seller must 

make a payment to the Buyer in accordance with the settlement terms of the 

CDS. In cash settlement, a cash payment is made by the Seller to the Buyer 

equal to par minus the recovery rate of the reference asset, with recovery rate 

being calculated by referencing dealer quotes or observable market prices over 

some period after default has occurred. 

Credit Events are determined by International Swaps and Derivatives 

Association, Inc. (lSDA) committees made up of market practitioners and 

settlement prices for obligations are determined by standardized auctions.

Reference Entities Corporate

Region North America

Indices | Tenor

CDX.NA.IG

(Investment Grade) 3-Year, 5-Year, 7-Year, 10-Year

CDX.NA.HY

(High Yield) 3-Year, 5-Year, 10-Year

Applicable Series

CDX.NA.IG 3Y Series 19 and all subsequent Series, up to and 

including the current Series.

CDX.NA.IG 5Y Series 16 and all subsequent Series, up to and 

including the current Series.

CDX.NA.IG 7Y Series 16 and all subsequent Series, up to and 

including the current Series.

CDX.NA.1G 10Y Series 16 and all subsequent Series, up to and 

including the current Series.

CDX.NA.HY. 3Y Series 19 and all subsequent Series, up to and 

including the current Series

CDX.NA.HY 5Y Series 16 and all subsequent Series, up to and 

including the current Series.

CDX.NA.HY 10Y Series 16 and all subsequent Series, up to and 

including the current Series.

Tranched No
308433745.12 

 83 

Quoting Convention 

and Minimum 

Increment

As agreed by parties.

Minimum Size As agreed by parties.

Effective Date / Start 

Date

The date on which parties begin calculating accrued obligations such as fixed 

payments.

Maturity Date The final date on which the obligations no longer accrue and the final payment 

occurs.

Settlement Cash Settlement with Contingent Payment, Fixed Quarterly, Upfront Payments 

as agreed by parties.

Settlement Procedure As determined by the DCO.

Trading Hours Trading hours of TW SEF.

DCO(s) ICE Clear U.S. / ICE Clear Europe (collectively, ICE)/ LCH Clearnet Ltd.

Block Size See Rule 411 and CFTC Regulation Part 43, Appendix F.

Reportable Levels See Rule 409 and CFTC Regulation 15.03.

Position Limits See Rule 408 and CFTC Regulation Part 150.

Reporting All trades reported to SDR in accordance with CFTC requirements.
308433745.12 

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(h) Credit Default Swaps - European Untranched CDS Indices

Contract Description

A credit default swap (CDS) is a derivative transaction that allows for one party 

to transfer to another party for an agreed period of time the credit risk 

associated with an index of reference entities (an Index CDS). In each CDS, 

one party (the Buyer) pays a cash premium (the Premium) to the other party 

(the Seller) to purchase credit protection against the occurrence of an adverse 

event (a Credit Event) with respect to the reference entity or entities.

The most common Credit Events are bankruptcy, failure to pay obligations and 

restructuring of obligations. The credit protection can relate to a specific type of 

obligation or all obligations of a reference entity and is expressed in terms of a 

notional amount of the relevant obligations.

Selling credit protection is economically equivalent to owning the relevant 

obligations. Buying credit protection is economically equivalent to selling those 

obligations short.

If a Credit Event occurs before the maturity date of a CDS, the Seller must 

make a payment to the Buyer in accordance with the settlement terms of the 

CDS. In cash settlement, a cash payment is made by the Seller to the Buyer 

equal to par minus the recovery rate of the reference asset, with recovery rate 

being calculated by referencing dealer quotes or observable market prices over 

some period after default has occurred.

Credit Events are determined by International Swaps and Derivatives 

Association, Inc. (lSDA) committees made up of market practitioners and 

settlement prices for obligations are determined by standardized auctions.

Reference Entities Corporate, Financial

Region Europe

Indices | Tenor

iTraxx Europe 5-Year, 10-Year

iTraxx Europe Crossover 5-Year, 10-Year

iTraxx Europe Senior 

Financials 5-Year, 10-Year

iTraxx Europe Sub Financials 5-Year, 10-Year

iTraxx Europe HiVol 5-Year, 10-Year

Applicable Series

iTraxx Europe 5Y Series 17 and all subsequent Series, up to and 

including the current Series.

iTraxx Europe 10Y Series 17 and all subsequent Series, up to and 

including the current Series.

iTraxx Europe Crossover 5Y Series 17 and all subsequent Series, up to and 

including the current Series.

iTraxx Europe Crossover 10Y Series 17 and all subsequent Series, up to and 

including the current Series.
308433745.12 

 85 

iTraxx Europe Senior 

Financials 5Y

Series 17 and all subsequent Series, up to and 

including the current Series.

iTraxx Europe Senior 

Financials 10Y

Series 17 and all subsequent Series, up to and 

including the current Series.

iTraxx Europe Sub Financials 

5Y

Series 17 and all subsequent Series, up to and 

including the current Series.

iTraxx Europe Sub Financials 

10Y

Series 17 and all subsequent Series, up to and 

including the current Series.

iTraxx Europe HiVol 5Y Series 14 and all subsequent Series, up to and 

including the current Series.

iTraxx Europe HiVol 10Y Series 13 and all subsequent Series, up to and 

including the current Series.

Tranched No

Quoting Convention 

and Minimum 

Increment

As agreed by parties.

Minimum Size As agreed by parties.

Effective Date / Start 

Date

The date on which parties begin calculating accrued obligations such as fixed 

payments.

Maturity Date The final date on which the obligations no longer accrue and the final payment 

occurs.

Settlement Cash Settlement with Contingent Payment, Fixed Quarterly, Upfront Payments 

as agreed by parties.

Settlement Procedure As determined by the DCO.

Trading Hours Trading hours of TW SEF.

DCO(s) ICE Clear U.S. / ICE Clear Europe (collectively, ICE)/ LCH Clearnet Ltd.

Block Size See Rule 411 and CFTC Regulation Part 43, Appendix F.

Reportable Levels See Rule 409 and CFTC Regulation 15.03.

Position Limits See Rule 408 and CFTC Regulation Part 150.

Reporting All trades reported to SDR in accordance with CFTC requirements.
308433745.12 

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(i) Credit Default Swaps - Asia Untranched CDS Indices

Contract Description

A credit default swap (CDS) is a derivative transaction that allows for one party 

to transfer to another party for an agreed period of time the credit risk 

associated with an index of reference entities (an Index CDS). In each CDS, 

one party (the Buyer) pays a cash premium (the Premium) to the other party 

(the Seller) to purchase credit protection against the occurrence of an adverse 

event (a Credit Event) with respect to the reference entity or entities.

The most common Credit Events are bankruptcy, failure to pay obligations and 

restructuring of obligations. The credit protection can relate to a specific type of 

obligation or all obligations of a reference entity and is expressed in terms of a 

notional amount of the relevant obligations.

Selling credit protection is economically equivalent to owning the relevant 

obligations. Buying credit protection is economically equivalent to selling those 

obligations short.

If a Credit Event occurs before the maturity date of a CDS, the Seller must 

make a payment to the Buyer in accordance with the settlement terms of the 

CDS. In cash settlement, a cash payment is made by the Seller to the Buyer 

equal to par minus the recovery rate of the reference asset, with recovery rate 

being calculated by referencing dealer quotes or observable market prices over 

some period after default has occurred.

Credit Events are determined by International Swaps and Derivatives 

Association, Inc. (lSDA) committees made up of market practitioners and 

settlement prices for obligations are determined by standardized auctions.

Reference Entities Corporate, Financial, Sovereign

Region Asia

Indices | Tenor

iTraxx Asia ex-Japan 5-Year

iTraxx Japan 5-Year

iTraxx Australia 5-Year

Applicable Series

iTraxx Asia ex-Japan Series 27 and all subsequent Series, up to and 

including the current Series.

iTraxx Japan Series 27 and all subsequent Series, up to and 

including the current Series.

iTraxx Australia Series 27 and all subsequent Series, up to and 

including the current Series.

Tranched No

Quoting Convention 

and Minimum 

Increment

As agreed by parties.

Minimum Size As agreed by parties.

Effective Date / Start 

Date

The date on which parties begin calculating accrued obligations such as fixed 

payments.
308433745.12 

 87 

Maturity Date The final date on which the obligations no longer accrue and the final payment 

occurs.

Settlement Cash Settlement with Contingent Payment, Fixed Quarterly, Upfront Payments 

as agreed by parties.

Settlement Procedure As determined by the DCO.

Trading Hours Trading hours of TW SEF.

DCO(s) ICE Clear U.S. / LCH Clearnet Ltd.

Block Size See Rule 411 and CFTC Regulation Part 43, Appendix F.

Reportable Levels See Rule 409 and CFTC Regulation 15.03.

Position Limits See Rule 408 and CFTC Regulation Part 150.

Reporting All trades reported to SDR in accordance with CFTC requirements.
308433745.12 

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(j) Credit Default Swaps – Emerging Markets Untranched CDS Indices

Contract Description

A credit default swap (CDS) is a derivative transaction that allows for one party 

to transfer to another party for an agreed period of time the credit risk 

associated with an index of reference entities (an Index CDS). In each CDS, 

one party (the Buyer) pays a cash premium (the Premium) to the other party 

(the Seller) to purchase credit protection against the occurrence of an adverse 

event (a Credit Event) with respect to the reference entity or entities.

The most common Credit Events are bankruptcy, failure to pay obligations and 

restructuring of obligations. The credit protection can relate to a specific type of 

obligation or all obligations of a reference entity and is expressed in terms of a 

notional amount of the relevant obligations.

Selling credit protection is economically equivalent to owning the relevant 

obligations. Buying credit protection is economically equivalent to selling those 

obligations short.

If a Credit Event occurs before the maturity date of a CDS, the Seller must 

make a payment to the Buyer in accordance with the settlement terms of the 

CDS. In cash settlement, a cash payment is made by the Seller to the Buyer 

equal to par minus the recovery rate of the reference asset, with recovery rate 

being calculated by referencing dealer quotes or observable market prices over 

some period after default has occurred.

Credit Events are determined by International Swaps and Derivatives 

Association, Inc. (lSDA) committees made up of market practitioners and 

settlement prices for obligations are determined by standardized auctions.

Reference Entities Sovereign

Region EM

Indices | Tenor

CDX.EM 5-Year, 10-Year

CDX.EMIG 5-Year

CDX.EMHY 5-Year

Applicable Series

CDX.EM 5Y Series 16 and all subsequent Series, up to and 

including the current Series.

CDX.EM 10Y Series 16 and all subsequent Series, up to and 

including the current Series.

CDX.EMIG 5Y Series 40 and all subsequent Series, up to and 

including the current Series

CDX.EMHY 5Y Series 40 and all subsequent Series, up to and 

including the current Series

Tranched No

Quoting Convention 

and Minimum 

Increment

As agreed by parties.

Minimum Size As agreed by parties.
308433745.12 

 89 

Effective Date / Start 

Date

The date on which parties begin calculating accrued obligations such as fixed 

payments.

Maturity Date The final date on which the obligations no longer accrue and the final payment 

occurs.

Settlement Cash Settlement with Contingent Payment, Fixed Quarterly, Upfront Payments 

as agreed by parties.

Settlement Procedure As determined by the DCO.

Trading Hours Trading hours of TW SEF.

DCO(s) ICE Clear U.S. / LCH Clearnet Ltd.

Block Size See Rule 411 and CFTC Regulation Part 43, Appendix F.

Reportable Levels See Rule 409 and CFTC Regulation 15.03.

Position Limits See Rule 408 and CFTC Regulation Part 150.

Reporting All trades reported to SDR in accordance with CFTC requirements.
308433745.12 

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(k) Cross Currency Basis Swaps

Contract Description

A Cross Currency Basis swap is an agreement between two parties to 

exchange floating interest payments in different currencies based on one of the 

indices listed below.

Currency and 

Floating Rate Index -

Time Period

U.S. Dollar (USD) • Secured Overnight Financing Rate 

(SOFR)) 

Eurodollar (EUR) • Euro Short-Term Rate (EUROSTR) - 

British Pound Sterling 

(GBP) • SONIA -

Contract Size As agreed by the parties.

Minimum Size As agreed by the parties.

Effective Date / Start 

Date

The date on which parties begin calculating accrued obligations such as fixed 

and floating interest rate payments.

Stated Maturity 

Range | Maturity 

Date

1 year to 50 years | The final date on which the obligations no longer accrue 

and the final payment occurs.

Trade Start Types • Spot Starting (T+2)

• Custom start dates

Floating Legs • Quarterly (3M)

• Day Count Convention: ACT/360 & ACT/365F

Notional • Fixed Notional or varying Mark to Market notional in USD

Holiday Calendar(s) NY/London/TARGET

Business Day 

Conventions

Modified Following

• Adjusted

Periodic Settlement: 

Payment and Resets

• Floating Leg: The payment amount of the Floating Leg is based on the 

following: Notional, Payment Frequency, Day Count Convention, Floating 

Interest Rate Index and Floating Reset Dates.

Payments are settled in accordance with the payment frequency of the swap.

Optionality No

Dual Currencies Yes

Settlement Procedure Bilateral / as determined by LCH Swap Agent

Trading Hours Trading hours of TW SEF.

Netting Agent LCH Swap Agent 

Block Size See Rule 411 and CFTC Regulation Part 43, Appendix F.
308433745.12 

 91 

Reportable Levels See Rule 409 and CFTC Regulation 15.03.

Position Limits See Rule 408 and CFTC Regulation Part 150.

Reporting All trades reported to SDR in accordance with CFTC requirements.
308433745.12 

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(l) Total Return Swaps

Contract Description Each contract is a total return swap where the buyer is obligated to pay a 

predetermined set rate, fixed or variable, to the seller in exchange for notionalbased returned performance of one of the Referenced Indices below. 

Reference Index iBoxx USD Liquid Investment Grade

iBoxx USD Liquid High Yield

iBoxx USD Liquid Leveraged Loans

iBoxx EUR Corporates 

iBoxx EUR Liquid High Yield 

iBoxx EUR Contingent Convertible Liquid Developed Market AT1

Trade Date The date on which the parties enter into the contract, which shall be prior to the 

Termination Date.

Effective Date The first day of the term of the contract, as agreed by the parties. 

Quoting Convention 

and Minimum 

Increment

Notional amount, as agreed by the parties.

Minimum Size Notional amount, as agreed by the parties

Termination Date The date on which the contract expires, as agreed by the parties.

Tenor The duration of time from the Effective Date to the Termination Date.

Settlement Type Cash settlement.

Settlement Terms Buyer: The buyer pays (i) a fixed rate of interest plus a differential, as agreed by 

the parties and (ii) the depreciation of the Referenced Index, as applicable.

Seller: The seller pays (i) the income of the Referenced Index and (ii) the 

appreciation of the Referenced Index, as applicable.

Settlement Currency EUR, GBP or USD

Trading Hours 06:00-17:00(ET), Sunday-Friday.

Position Limits See Rule 408 and CFTC Regulation Part 150.

Reportable Levels See Rule 409 and CFTC Regulation 15.03.
308433745.12 

 93 

902. Swap Modifications

The specifications for, and the procedures and requirements for trading, any Swap may not be 

modified in any respect without the prior approval of the Company.

903. Settlement of Uncleared Swaps

Settlement of all Uncleared Swaps shall be effected bilaterally between the parties to the 

Uncleared Swap pursuant to the terms of such Uncleared Swap and applicable agreements 

between the parties to the trade, and the Company shall not have any responsibility for any 

element of such settlement.
308433745.12 

 94 

Chapter 10. CLEARING

1001. Rules of the Derivatives Clearing Organization

The clearing services provided by the DCO with respect to any Cleared Swap, and the rights 

and obligations of purchasers and sellers under Cleared Swaps (including rights and obligations 

in respect of clearing and settlement, variation payments and performance at maturity), will be 

governed by the rules of the DCO.

1002. Clearing Services 

(a) The Company is responsible for the submission of each Cleared Swap to the Clearing 

Member designated by each Participant or Trading Customer of an Introducing Agent, as 

applicable.

(b) The Company shall provide facilities to route each Cleared Swap to the DCO identified by 

the parties to such Cleared Swap. All Cleared Swaps routed to the applicable DCO, 

including in circumstances where the Participant or EA Trading Customer uses an 

Affirmation Hub to route such Cleared Swap, shall be routed in a manner acceptable to 

the applicable DCO and as soon as technologically practicable after execution, but in no 

event later than ten (10) minutes after execution of the Cleared Swap.

(i) Cleared Swaps that are routed through an Affirmation Hub shall be routed in 

accordance with the following procedures:

(A) All Cleared Swaps executed off of the SEF as Block Trades in 

accordance with Rule 411, must be Affirmed by Participants or EA 

Trading Customers, as applicable, as soon as technologically practicable 

after execution, and in no event later than ten (10) minutes after 

execution; and

(B) All other Cleared Swaps shall be automatically submitted by the 

Affirmation Hub to the relevant DCO as soon as technologically 

practicable after receipt from the Company, without Participants or EA 

Trading Customers being provided the opportunity to Affirm.

(ii) Failure by a Participant or EA Trading Customer to Affirm a Cleared Swap routed 

through an Affirmation Hub within the ten (10) minute time frame required by this 

Rule 1002(b) shall be a violation of these Rules; provided that:

(A) such failure shall be a violation of these Rules only by the Participant(s) 

or EA Trading Customer(s), as applicable, that failed to Affirm the Cleared 

Swap in accordance with this Rule; and

(B) no such failure shall be a violation of these Rules where the failure was 

substantially the result of, as determined in the Company’s discretion, 

any errors or delays caused by the Company.

(iii) Investigations of possible violations of this Rule 1002(b) shall be conducted in 

accordance with the Rules, including that the Company may determine to impose 

summary fines in accordance with Rule 717. The Company shall review each 

possible violation of this Rule 1002(b) in light of all the facts and circumstances, 

including whether any errors or delays were caused by the Company.

(c) The Company may modify, limit or discontinue the routing facilities described in paragraph 

(b) above upon no less than 60 days’ prior notice to Participants.
308433745.12 

 95 

1003. Clearing Arrangements

(a) As a condition to submitting or responding to an Order in the Order Book, submitting, 

responding or accepting a response to an RFQ, or transacting a Block Trade, Permitted 

Package Transaction, New Swap/Old Terms or New Swap/Corrected Terms, in each case 

for or involving a Cleared Swap, a Participant or Trading Customer that is not a Clearing 

Member must, for each Cleared Swap, designate a Clearing Member to pre-screen (in a 

manner consistent with the risk management requirements of futures commission 

merchants that are clearing members set forth in CFTC Regulation 1.73) and clear the 

Participant’s, Trading Customer’s, or Client Account’s side, as applicable, of the Cleared 

Swap that has entered into a Clearing Member Relationship Agreement with the Company 

designating (on the Clearing Customer List attached to such Clearing Member 

Relationship Agreement or pursuant to the Clearing Member/Participant onboarding 

process established by the Company) the Participant, Trading Customer or Client 

Account, as applicable, as a customer or proprietary account of the Clearing Member with 

respect to that class of Cleared Swaps and the DCO designated for clearing the Cleared 

Swap. The Company shall communicate the procedures for such onboarding process, if 

applicable, as a Notice to Participants consistent with Rule 310. 

(b) As a condition to submitting or responding to an Order in the Order Book, submitting, 

responding or accepting a response to an RFQ, or transacting a Block Trade, Permitted 

Package Transaction, New Swap/Old Terms or New Swap/Corrected Terms, in each case 

for or involving a Cleared Swap, a Participant or Trading Customer that is a Clearing 

Member with respect to such Cleared Swap must (i) screen such Order for compliance 

with such Participant’s or Trading Customer’s Risk-Based Limits in a manner consistent 

with the requirements of CFTC Regulation 23.609 and (ii) take steps reasonably designed 

to ensure that any Cleared Swap resulting from such Order is accepted for clearing at the 

applicable DCO. 

(c) To the extent required by Applicable Law, the parties to a Cleared Swap that is or is a 

component of a Block Trade or Permitted Package Transaction, respectively, that is not 

executed on the SEF must comply with the obligations set out in Rule 1003(a) and (b), as 

applicable. 

1004. Swaps Rejected From Clearing

(a) To the extent required by Applicable Law (including 37.9(a)(2) (Methods of Execution For 

Required and Permitted Transactions) and 37.203(a) (Rule Enforcement Program)), any 

Cleared Swap executed on or pursuant to the Rules of the SEF that is rejected from 

clearing by the relevant DCO, including any rejected portion of a Package Transaction, 

shall be deemed void ab initio. The parties to such a Cleared Swap may not hold the 

trade in a suspended state and re-submit it to the Company other than as provided for in 

Rule 1005.

(b) If the Company receives notice from a DCO that a Cleared Swap executed on or pursuant 

to the Rules of the SEF has been rejected from clearing by the DCO, it shall, as soon as 

technologically practicable after notice that the Cleared Swap was rejected from clearing 

by the DCO, report to the SDR to which data for such Cleared Swap was originally 

reported (i) pursuant to Part 43 of the CFTC’s Regulations, a cancellation of the Cleared 

Swap and (ii) pursuant to Part 45 of the CFTC’s Regulations, a termination of the Cleared 

Swap indicating, to the extent required by Applicable Law (including 37.9(a)(2) (Methods 

of Execution For Required and Permitted Transactions) and 37.203(a) (Rule Enforcement 

Program)), that it is void ab initio.

(c) To the extent required by Applicable Law (including 37.9(a)(2) (Methods of Execution For 

Required and Permitted Transactions) and 37.203(a) (Rule Enforcement Program)), no 

Participant or Trading Customer or prospective Participant or Trading Customer may 
308433745.12 

 96 

enforce a Breakage Agreement with another Participant or Trading Customer, or require 

such an agreement as a condition to trading with such other Participant or Trading 

Customer on or pursuant to the Rules of the SEF in respect of a Cleared Swap. 

1005. Execution and Submission to Clearing of New Swap/Old Terms and New Swap/Corrected 

Terms

(a) A New Swap/Old Terms or New Swap/Corrected Terms may be executed, exempt from 

the prohibitions in Rule 614(b), and submitted for clearing, only in accordance with the 

provisions of this Rule 1005.

(b) Definitions.

(i) DCO Rejected Swap. A “DCO Rejected Swap” means a Swap (other than a New 

Swap/Old Terms) intended to be cleared that is executed on or pursuant to the 

Rules of the SEF and is either:

(A) rejected from clearing by the relevant DCO as a result of a clerical or 

operational error or omission made by the Company, a counterparty to 

the Cleared Swap or a Participant, Trading Customer or other agent 

acting on behalf of such counterparty, or

(B) a component of a Package Transaction rejected from clearing by the 

relevant DCO because of the sequencing of the submission to the DCO 

of the components of the Package Transaction for clearing and not 

because the cleared components of the Package Transaction as a whole 

breached or would have breached a credit limit.

(ii) Cleared Error Swap. A “Cleared Error Swap” means a Cleared Swap executed 

on the SEF with respect to which the counterparties identify an error after the 

Swap is accepted for clearing by the relevant DCO.

(iii) New Swap/Old Terms. A “New Swap/Old Terms” means:

(A) with respect to a DCO Rejected Swap, a swap executed on or pursuant 

to the Rules of the SEF and submitted for clearing in accordance with the 

provisions of Rule 1005(c), whose terms are identical, other than as to 

time of execution, to the terms of the related DCO Rejected Swap;

(B) with respect to a Cleared Error Swap, a swap executed on or pursuant to 

the Rules of the SEF and submitted for clearing in accordance with the 

provisions of Rule 1005(d), for the purpose of offsetting and extinguishing 

the Cleared Error Swap, whose terms, other than time of execution, are 

identical to the terms of the related Cleared Error Swap, but on the 

opposite side of the market. 

(iv) New Swap/Corrected Terms. A “New Swap/Corrected Terms” means, with 

respect to a Cleared Error Swap, including a Cleared Error Swap that is a 

component Swap of a Package Transaction, a swap executed on or pursuant to 

the Rules of the SEF and submitted for clearing in accordance with the provisions 

of Rule 1005(d), whose terms, other than time of execution, reflect the terms to 

which the original counterparties or intended counterparties mutually assented 

when they executed the related Cleared Error Swap.

(c) New Swap/Old Terms following a DCO Rejected Swap.
308433745.12 

 97 

(i) A counterparty (or, if applicable, the Introducing Agent or Account Manager acting 

on behalf of a counterparty) to a DCO Rejected Swap will as quickly as 

technologically practicable after receipt from the Company of notice of the 

Cleared Swap’s rejection from clearing (but in any case no later than 30 minutes 

from the issuance of a notice of rejection by the relevant DCO to such Clearing 

Member), provide to the Company: 

(A) a description of the clerical or operational error or omission that caused 

the DCO Rejected Swap to be rejected from clearing or, in the case of a 

component Swap of a Package Transaction, a description of the clearing 

sequencing that caused the rejection of such component Swap from 

clearing;

(B) the unique transaction identifier (as that term is defined in CFTC 

Regulations) for the DCO Rejected Swap and any additional information 

reasonably requested by the Company; 

(C) a representation that the swap qualifies as a DCO Rejected Swap, which 

shall be accompanied by a request by both counterparties (or, if 

applicable, the Introducing Agent or Account Manager acting on behalf of 

any such counterparty) for submission by the Company to the relevant 

DCO of a New Swap/Old Terms, to correct such clerical or operational 

error or omission; and

(D) the material terms of the DCO Rejected Swap and the New Swap/Old 

Terms.

(ii) Upon receipt of the information listed in Rule 1005(c)(i), the Company shall 

promptly make an affirmative finding as to whether the original Swap qualifies as 

a DCO Rejected Swap.

(iii) Upon making an affirmative finding that the original Swap qualifies as a DCO 

Rejected Swap, and that the execution of a New Swap/Old Terms would be 

consistent with the standards set forth in the Rules, the Company will determine 

whether it is able to determine how to correct the error.

(A) If the Company is able to determine how to correct the error, the 

Company may execute a New Swap/Old Terms, without obtaining the 

consent of the counterparties, and submit it to the relevant DCO for 

clearing, as soon as technologically practicable.

(B) If the Company is not able to determine how to correct the error, it may 

seek guidance from the counterparites to the original Cleared Swap on 

how to address the error and, in such case, shall only submit a New 

Swap/Old Terms after obtaining consent from the counterparties.

(C) In no event shall a New Swap/Old Terms be executed pursuant to this 

Rule 1005(c) later than 60 minutes from the issuance of a notice of 

rejection by the relevant DCO to the relevant Clearing Members.

(D) Execution of a New Swap/Old Terms must comply with the obligations 

set out in Rule 1003, including that any New Swap/Old Terms be 

screened against applicable Risk-Based Limits in accordance with Rule 

1003(b).
308433745.12 

 98 

(iv) Upon making an affirmative finding that the original Swap does not qualify as a 

DCO Rejected Swap, the Company shall provide notice of such determination to 

the counterparties to the DCO Rejected Swap.

(v) If a New Swap/Old Terms is rejected from clearing by the relevant DCO, it shall 

be deemed void ab initio, and the Company will not provide the parties to such 

New Swap/Old Terms a second opportunity to enter into a New Swap/Old Terms.

(d) New Swap/Old Terms and New Swap/Corrected Terms following a Cleared Error Swap.

(i) A counterparty (or, if applicable, the Introducing Agent or Account Manager acting 

on behalf of a counterparty) to a Cleared Error Swap may either: (a) enter into a 

New Swap/Old Terms to correct the Cleared Error Swap, as quickly as 

technologically practicable (but no later than 24 hours after the Cleared Error 

Swap was executed), provided that the procedures described in Rule 1005(d)(ii) 

are followed; or (b) as quickly as technologically practicable after its determination 

of the existence of such Cleared Error (but in any case no later than 3 days after 

the Cleared Error Swap was executed), provide to the Company: 

(A) a description of the clerical or operational error or omission in the terms 

of the Cleared Error Swap;

(B) the unique transaction identifier (as that term is defined in CFTC 

Regulations) for the Cleared Error Swap and any additional information 

reasonably requested by the Company; and

(C) a representation that the Swap qualifies as a Cleared Error Swap, which 

shall be accompanied by a request by both counterparties (or, if 

applicable, the Introducing Agent or Account Manager acting on behalf of 

any such counterparty) for submission by the Company to the relevant 

DCO of a New Swap/Old Terms to offset and extinguish the Cleared Error 

Swap and, if the counterparties so elect, a New Swap/Corrected Terms 

to correct such clerical or operational error or omission.

(ii) Upon electing to enter into a New Swap/Old Terms, as described in Rule 

1005(d)(i), a counterparty (or, if applicable, the Introducing Agent or Account 

Manager acting on behalf of a counterparty) must provide the Company:

(A) the information requested in Rules 1005(d)(i)(A)-(B); 

(B) a representation that the Swap qualifies as a Cleared Error Swap and 

that the Cleared Error Swap contained clerical or operational errors; and

(C) the material terms of the Cleared Error Swap and the New Swap/Old 

Terms, as well as the New Swap/Corrected Terms (if applicable).

(iii) Upon receipt of the information listed in Rule 1005(d)(ii), the Company shall 

promptly conduct an ex post facto review of the Cleared Error Swap and the New 

Swap/Old Terms (as well as the New Swap/Corrected Terms, if applicable) on a 

T+1 basis. The ex post facto review shall be consistent with the standards set 

forth in Rule 407(c) and the Company shall make an affirmative finding that an 

operational or clerical error occurred with respect to the Cleared Error Swap.

(iv) Upon receipt of the information listed in Rule 1005(d)(i), the Company shall 

promptly make an affirmative finding as to whether the original Swap qualifies as 

a Cleared Error Swap and whether the execution of a New Swap/Old Terms or a 
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New Swap/Corrected Terms would be consistent with the standards set forth in 

the Rules. 

(v) Upon making an affirmative finding that the original Swap is a Cleared Error 

Swap, and that the execution of a New Swap/Old Terms or a New 

Swap/Corrected Terms would be consistent with the standards set forth in the 

Rules, the Company will determine whether it is able to determine how to correct 

the error.

(A) If the Company is able to determine how to correct the error, the 

Company may execute a New Swap/Old Terms and/or New 

Swap/Corrected Terms, as necessary, without obtaining the consent of 

the counterparties, and submit such Swaps to the relevant DCO for 

clearing, as soon as technologically practicable.

(B) If the Company is not able to determine how to correct the error, it may 

seek guidance from the counterparties to the original Cleared Error Swap 

on how to address the error, and in such case, shall only submit a New 

Swap/Old Terms and/or a New Swap/Corrected Terms after obtaining 

consent from the counterparties.

(C) In no event, shall a New Swap/Old Terms or a New Swaps/Corrected 

Terms be executed pursuant to this Rule 1005(d) later than 3 days after 

the Cleared Error Swap was executed.

(D) Execution of a New Swap/Old Terms or a New Swap/Corrected Terms 

must comply with the obligations set out in Rule 1003, including that any 

New Swap/Old Terms or New Swap/Corrected Terms be screened 

against applicable Risk-Based Limits in accordance with Rule 1003(b).

(vi) Upon making an affirmative finding that the original Swap does not qualify as a 

Cleared Error Swap, the Company shall provide notice of such determination to 

the counterparties to the Cleared Error Swap.

(e) Upon execution of a New Swap/Old Terms or New Swap/Corrected Terms pursuant to 

Rules 1005(c) or 1005(d), the Company shall report to the SDR to which it reported data 

for the original DCO Rejected Swap(s) or Cleared Error Swap(s), as applicable, the swap 

transaction data for the New Swap/Old Terms or New Swap/Corrected Terms pursuant to 

Parts 43 and 45 of the CFTC’s Regulations, as well as the unique transaction identifier 

(as that term is defined in CFTC Regulations) for the original DCO Rejected Swap(s) or 

Cleared Error Swap(s) and any termination, cancellation or other reporting event 

applicable to such swaps, as applicable.

(f) A counterparty (or, if applicable, the Introducing Agent or Account Manager acting on 

behalf of a counterparty) to a DCO Rejected Swap or Cleared Error Swap shall promptly 

provide any and all information that the Company determines is necessary to allow the 

Company to execute a New Swap/Old Terms or New Swap/Corrected Terms in respect 

of such DCO Rejected Swap or Cleared Error Swap, as applicable.
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Chapter 11. MISCELLANEOUS

1101. Legal Certainty; Confirmations 

(a) No Swap entered into on or pursuant to the rules of the SEF shall be void, voidable, 

subject to rescission, otherwise invalidated or rendered unenforceable as a result of: (i) a 

violation by the SEF 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 SEF 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 Cleared Swaps. In accordance with CFTC Regulation 

37.6(b) and Parts 43 and 45 of CFTC Regulations, the Company will make available to 

each counterparty or, if applicable, the Introducing Agent or Account Manager acting on 

behalf of a Trading Customer or Client Account that is a counterparty, to a Cleared Swap 

that is entered into on the SEF or otherwise pursuant to these Rules a written record of 

all of the terms of the transaction (including any confirmation received from the SEF) which 

shall legally supersede any previous agreement and serve as a confirmation of the 

transaction. An Introducing Agent or Account Manager acting on behalf of a Trading 

Customer or Client Account as a counterparty to a Cleared Swap shall provide to the 

underlying Trading Customer or Client Account such confirmation received from the 

Company.

(c) Issuance of SEF Confirmations for Uncleared Swaps.

(i) The economic terms specific to the transaction agreed by the Participants or 

Trading Customers on the SEF with respect to an Uncleared Swap shall be 

reflected by the Company in a written communication (the “Trade 

Communication”) sent to or through the applicable Participants. The Trade 

Communication shall incorporate by reference the terms of any underlying 

previously-negotiated freestanding agreements between the counterparties 

(including, without limitation, ISDA master agreements, other master agreements, 

terms supplements, master confirmation agreements, and incorporated industry 

definitions) governing such transaction existing at the time of such commitment 

to which the Participants, Trading Customers, or Client Accounts, as applicable, 

are parties (the “Terms Incorporated by Reference”).

(ii) The Trade Communication, for purposes of these Rules and CFTC Regulation 

37.6(b) and Parts 43 and 45 of CFTC Regulations, shall serve as a confirmation 

of such transaction and, in the event of any inconsistency between the terms 

specified in the Trade Communication and the Terms Incorporated by Reference, 

the terms of the Trade Communication shall legally supersede any contradictory 

terms.

(iii) Each Trade Communication shall state (A) that it incorporates the Terms 

Incorporated by Reference and (B) that in the event of any inconsistency between 

a Trade Communication and the Terms Incorporated by Reference, the terms of 

the Trade Communication shall legally supersede any contradictory terms.

(iv) Each counterparty (or, if applicable, the Introducing Agent or Account Manager 

acting on behalf of a Trading Customer or Client Account) that enters into an 

Uncleared Swap pursuant to these Rules shall provide any underlying 

previously-negotiated freestanding agreements, the terms of which are 

incorporated in the Terms Incorporated by Reference, to the Company upon 

request.
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(v) Upon request from the CFTC, the Company shall request from any counterparty 

(or, if applicable, the Introducing Agent or Account Manager acting on behalf of 

a Trading Customer or Client Account) that enters into an Uncleared Swap 

pursuant to these Rules any previously-negotiated freestanding agreements, the 

terms of which are incorporated in the Terms Incorporated by Reference, to the 

Company upon request and shall furnish such agreements to the CFTC as soon 

as they are available to the Company.

(d) For both Cleared Swaps and Uncleared Swaps executed on or pursuant to the Rules of 

the SEF, the confirmation of all terms of the transaction shall be effective as of the time of 

execution; provided that specific customer identifiers for Client Accounts included in 

bunched orders need not be included in confirmations provided by the Company if the 

applicable requirements of CFTC Regulation 1.35(b)(5) are satisfied by the Account 

Manager. 

(e) The Company may use a third-party service provider to issue confirmations to the 

counterparties, whether in Cleared Swaps or Uncleared Swaps, provided such third-party 

provider is contractually obligated to satisfy the requirements of the Company and 

Applicable Law.

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 non-public information (as defined in CFTC Regulation 1.59(a)) concerning such 

Swap or commodity interest. 

(b) Company Officials, agents and independent contractors of the Company are prohibited 

from disclosing material 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, 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.

1103. Gifts and Gratuities

Except with the prior written approval of the Chief Compliance Officer, no Participant, Trading 

Customer, Authorized User or Client Account shall, directly or indirectly, give or permit to be given 

anything of value, including gifts and gratuities, to any Director or Officer of, or individual employed 

by, the Company in an amount that exceeds the maximum value permitted by the Company’s gifts 

and entertainment policy as in force from time to time.
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1104. Market Data 

(a) Subject to each Participant’s or Trading Customer’s rights in its Participant Data (including 

fills) and the terms of the Participant Documentation, the Company shall have a royalty 

free, worldwide, perpetual license to any Participant 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 

Participant Data that are created by or on behalf of the Company to the extent that such 

derived data is truly a derivative of the Participant Data, and, unless required by Applicable 

Law or pursuant to agreements with a DCO to use such Market Data solely for internal 

risk management purposes, and decisions with respect to use and distribution of Market 

Data shall be made by the Board of the Company; provided, however, subject to its 

obligations under Applicable Law and such DCO agreements, the Company shall not use 

(or permit other parties to use) Market Data, including the Participant Data, to replicate or 

reverse engineer a Participant’s or Trading Customer’s trading strategies, and Company 

shall not sell, retransmit or redistribute Participant Data unless such Participant Data is 

anonymized and aggregated with other Market Data, including but not limited to the 

transaction data of other Participants or Trading Customers. Participants, Trading 

Customers and other Persons Affiliated with any of the foregoing may not distribute, sell 

or retransmit Market Data to any third party without the consent of the Company, provided 

that each Participant and Trading Customer, if applicable, retains such rights as it may 

enjoy under Applicable Law with respect to Participant Data solely in the form such 

Participant Data was submitted to the Company by such Participant or Trading Customer. 

Nothing in this Rulebook or Participant Documentation shall restrict a Participant or 

Trading Customer with respect to its use of (including creation of any derivative works in 

respect of) its own Participant 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, Trading Customer, and Account Manager (on behalf of itself and its 

Client Accounts) hereby acknowledges and agrees that the Company may disclose and 

disseminate swap transaction and pricing data and Required Swap Creation Data 

pursuant to these Rules.

(e) Each Participant and Trading Customer acknowledges and agrees that the Company 

owns and shall retain all right, title and interest in and to the SEF, 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, service mark, trade secret, trade name, data or database rights, 

design rights, moral rights, inventions, whether or not capable or protection by patent or 

registration, rights in commercial information or technical information, including knowhow, 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 Trading Customer further acknowledges and agrees that the Proprietary 

Information is the exclusive, valuable and confidential property of the Company. Each 

Participant and Trading Customer acknowledges and agrees that it shall not reverse 

engineer, copy, bug fix, correct, update, transfer, reproduce, republish, broadcast, create 
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derivative works based on or otherwise modify, in any manner, all or any part of the SEF 

or the Proprietary Information. Each Participant and Trading Customer 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 SEF or any Proprietary Information.

1105. Anti-Money Laundering and Anti-Terrorism

It is Company policy (a) not to engage in or knowingly assist any money laundering or other illicit 

business; and (b) not to engage in or knowingly assist, or be a conduit for, terrorist financing. 

Participants will be required to provide to the Company sufficient information relating to 

Participants and their Trading Customers, if applicable, for the Company to complete “know your 

customer” checks and to conduct restricted list searches, including searches against the 

Specially Designated Nationals and Blocked Persons list maintained by the Office of Foreign 

Assets Control of the U.S. Department of the Treasury.

1106. Confidentiality

Except as otherwise provided in these Rules and the Participant Documentation, all non-public 

information provided by a Participant, Authorized User or Trading Customer to the Company shall 

be held in confidence and shall not be made known to any other Person except as follows:

(a) with the consent of the Participant, Authorized User or Trading Customer providing such 

information; 

(b) to a Government Agency or the regulatory authority of any foreign jurisdiction, if the 

Company is requested or legally required to do so by such Government Agency;

(c) pursuant to legal process;

(d) to a Derivatives Clearing Organization of which such Participant or Trading Customer is 

a member or in connection with the clearing of a Swap;

(e) to a Swap Data Repository;

(f) subject to appropriate confidentiality requirements, to any Person providing services to 

the Company, including the Regulatory Services Provider;

(g) pursuant to an information sharing agreement or other arrangement or procedures in 

accordance with Rule 1107;

(h) to the Board, Board committees, Disciplinary Panels, Company Officials, attorneys, 

auditors, and agents and independent contractors that have been engaged by the 

Company who require such information in connection with the discharge of their duties to 

the Company; and

(i) as otherwise permitted under these Rules. 

1107. Information-Sharing Agreements

The Company may enter into agreements or other arrangements or procedures to coordinate 

surveillance with domestic or foreign regulators, self-regulatory organizations, clearing 

organizations, exchanges, markets or other execution facilities to share information and provide 

other forms of mutual assistance for market surveillance, audits, investigations, enforcement 

actions and other regulatory purposes required by CFTC Regulation 37.504 and Applicable Law. 

As part of any such information-sharing agreements or other arrangements or procedures adopted 

pursuant to this Rule, the Company may:

(a) provide market surveillance reports to other markets and to clearing organizations;

(b) share information and documents concerning current and former Clearing Members, 

Participants, Authorized Users, Client Accounts and Trading Customers with other 

markets and clearing organizations;
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(c) share information and documents concerning ongoing and completed investigations with 

other markets and clearing organizations; and/or

(d) require Clearing Members, Participants, Authorized Users, Client Accounts and Trading 

Customers to provide information and documents to the Company as reasonably 

practicable.

1108. Regulatory Services Agreement 

If the Company enters into a Regulatory Services Agreement with an RSP to provide certain 

regulatory services for the Company, the RSP may perform certain surveillance, investigative, and 

regulatory functions under these Rules and the Company may provide information to the RSP in 

connection with the performance by the RSP of those functions. The Chief Compliance Officer 

shall retain supervisory authority with respect to any functions performed by the RSP pursuant to 

such Regulatory Services Agreement. 

1109. Force Majeure

Notwithstanding any other provision of these Rules, the Company shall not be obligated to perform 

its obligations under these Rules or any agreement with a Participant or Trading Customer, or to 

compensate any Person for losses occasioned by any delay or failure of performance, to the 

extent a delay or failure of performance is the result of circumstances that the Company 

determines, in its sole discretion, may have an adverse effect upon the functions and facilities of 

the Company, including acts of God, fire or other natural disasters, bomb threats, acts of terrorism 

or war, severely inclement weather, power outages, or interruption in telecommunications or 

Internet services or services by network service providers.

1110. Extension or Waiver of Rules

The Company may, in its sole discretion, waive, or extend the time period for performing, any act 

or acts designated by these Rules, but only to the extent that such waiver or extension is not 

inconsistent with the CEA or CFTC Regulations.

1111. Effect of Amendment, Repeal or New Rule

The Company may, in compliance with the CEA and CFTC Regulations, amend or repeal any 

Rule and/or adopt new Rules. Any such amendment or repeal of a Rule or adoption of a new 

Rule, shall, upon the effective date of such amendment, repeal or adoption, as applicable, be 

binding on all Persons subject to the jurisdiction of the Company (regardless of when any such 

Person became subject to the Company’s jurisdiction) and all Swaps (regardless of whether any 

such Swap was entered into after such effective date); provided that any amendment or repeal of 

Rules or any adoption of new Rules regarding disclosure or confidentiality of Participant Data or 

information about a Participant, Trading Customer, or Client Account, as applicable, shall be 

binding on all Persons subject to the jurisdiction of the Company after the effective date of such 

amendment, repeal or adoption, and all Swaps entered into after such effective date. The 

Company shall, if reasonably practicable, provide Participants with prior notice of any amendment 

or repeal of any Rule or adoption of any new Rule, provided that any such amendments will comply 

with the obligations specified in Part 40 of the CFTC Regulations. The Participants agree to 

provide such notice received from the Company, as appropriate, to their respective Trading 

Customers and Client Accounts (if any).

1112. Signatures

Rather than rely on an original signature, the Company may elect to rely on a signature that is 

transmitted, recorded or stored by any electronic, optical, or similar means (including telecopy, 

imaging, photocopying, electronic mail, electronic data interchange, telegram, or telex) as if it were 

(and the signature shall be considered and have the same effect as) a valid and binding original.
308433745.12 

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1113. Governing Law; Legal Proceedings

(a) The Rules, and the rights and obligations of the Company, Participants, Authorized Users, 

Trading Customers and any other Person under these Rules, shall be governed by, and 

construed in accordance with, the laws of the State of New York applicable to contracts 

executed and performed wholly within the State of New York, without regard to any 

provisions of New York law that would apply the substantive law of a different jurisdiction.

(b) Any action, suit or proceeding against the Company, its Officers, Managers, limited liability 

company members, employees, agents or any member of any committee must be brought 

within one year from the date that a cause of action has accrued. Any such action, suit 

or proceeding shall be brought in the State or Federal courts located within the Borough 

of Manhattan in the City of New York. Each Participant, Authorized User and Trading 

Customer expressly consents to the jurisdiction of any such court, waives any objection 

to venue therein, and waives any right it may have to a trial by jury.

(c) In the event that any Person fails to prevail in a lawsuit or other legal proceeding related 

to the business of the Company instituted by such Person against (i) the Company or (ii) 

any Affiliate of the Company, or any of their respective officers, directors, equityholders, 

employees, agents, or any member of any committee, such Person shall pay to the 

Company all expenses, including reasonable attorneys’ fees, incurred by the Company in 

the defense of such proceeding. This paragraph shall not apply to Company disciplinary 

actions, appeals thereof, or any instance in which the Board has granted a waiver of the 

provisions hereof.