Exhibit M-1

102146184

GFI SWAPS EXCHANGE LLC

RULEBOOK

Effective January 19, 2016
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TABLE OF CONTENTS

Page

CHAPTER 1 DEFINITIONS ...................................................................................................... 1

101. Definitions................................................................................................................1

102. Rules of Interpretation .............................................................................................8

CHAPTER 2 GOVERNANCE.................................................................................................... 9

201. Board........................................................................................................................9

202. Officers ..................................................................................................................10

203. Eligibility ...............................................................................................................10

204. Confidentiality .......................................................................................................11

205. Conflicts of Interest................................................................................................11

206. Committees............................................................................................................13

207. Chief Compliance Officer......................................................................................15

208. Maintenance of Books and Records by the Company...........................................16

CHAPTER 3 TRADING PLATFORM .................................................................................... 17

301. Access to the Trading Platform..............................................................................17

302. Qualifications of Participants.................................................................................18

303. Application.............................................................................................................19

304. Sponsored Access Firms........................................................................................19

305. Registered Traders.................................................................................................21

306. Independent Software Vendors..............................................................................22

307. Required Notices....................................................................................................22

308. Dues, Assessments and Fees..................................................................................23

309. Trading Privileges..................................................................................................23

310. Limitations.............................................................................................................25

311. Application of Rules and Jurisdiction....................................................................25

312. Notices from the Company ....................................................................................26

313. Withdrawal of Participant......................................................................................26

CHAPTER 4 BUSINESS CONDUCT ...................................................................................... 27

401. Duties and Responsibilities of Participants............................................................27

402. Inspections by the Company..................................................................................28

403. Minimum Financial and Related Reporting Requirements ...................................28

404. Restrictions on Activity .........................................................................................29

405. Customers ..............................................................................................................29

406. Confirmations ........................................................................................................30

407. System Security .....................................................................................................31

408. Information Regarding Orders...............................................................................31

409. Publication of Trade Information...........................................................................32
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CHAPTER 5 TRADING PRACTICES.................................................................................... 33

501. Scope; Required and Permitted Transactions........................................................33

502. Trading Hours........................................................................................................33

503. Procedures..............................................................................................................33

504. Use of Trader IDs and Group IDs..........................................................................33

505. Orders.....................................................................................................................35

506. Entry of Orders, Requests for Quote......................................................................36

507. Matching of Orders................................................................................................38

508. Request for Quote ..................................................................................................39

509. Voice Execution; Brokered Trades........................................................................43

510. Rule Violations......................................................................................................44

511. Fraudulent Acts Prohibited ....................................................................................44

512. Fictitious or Noncompetitive Transactions Prohibited ..........................................44

513. Fraudulent or Misleading Communications...........................................................44

514. Market Disruption Prohibited ................................................................................45

515. Market Manipulation Prohibited............................................................................45

516. Front Running; Disruptive Trading Practices Prohibited ......................................45

517. Adherence to Law..................................................................................................45

518. Good Faith Bids and Offers...................................................................................45

519. Disciplinary Procedures.........................................................................................45

520. Package Transactions.............................................................................................46

521. Prohibition of Misstatements.................................................................................46

522. Acts Detrimental to Company Prohibited..............................................................46

523. Supervision ............................................................................................................46

524. Liquidity Provider Programs..................................................................................46

525. Responsibility for Customer Orders ......................................................................47

526. Withholding of Customer Orders Prohibited.........................................................47

527. Priority of Customer Orders...................................................................................47

528. Trading Against Customer Orders.........................................................................48

529. Simultaneous Buying and Selling Orders..............................................................48

530. Disclosing Orders Prohibited.................................................................................48

531. Wash Sales Prohibited ...........................................................................................49

532. Modification and Cancellation of Orders and RFQs .............................................49

533. Money Passing, Prearranged, Pre-Negotiated and Noncompetitive Trades 

Prohibited...............................................................................................................49

534. Discretionary Orders..............................................................................................50

535. Position Limits; Exemptions..................................................................................50

536. Position Accountability..........................................................................................52

537. Aggregation of Positions........................................................................................52

538. Trade Cancellations and Adjustments ...................................................................52

539. Message Traffic .....................................................................................................55

540. Swap Data Reporting .............................................................................................55

541. Errors; Correction or Cancellation of Transaction Data ........................................56
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CHAPTER 6 BLOCK TRADES ............................................................................................... 57

601. Block Trades..........................................................................................................57

CHAPTER 7 DISCIPLINE AND ENFORCEMENT ............................................................. 59

701. General...................................................................................................................59

702. Inquiries and Investigation.....................................................................................60

703. Reports of Investigations .......................................................................................61

704. Review Panel .........................................................................................................63

705. Notice of Charges ..................................................................................................64

706. Answer to Notice of Charges.................................................................................65

707. Service of Notice....................................................................................................65

708. Settlements.............................................................................................................66

709. Disciplinary Panel..................................................................................................66

710. Convening Hearings of Disciplinary Proceedings.................................................67

711. Respondent’s Review of Evidence ........................................................................68

712. Conducting Hearings of Disciplinary Proceedings................................................69

713. Decision of Disciplinary Panel ..............................................................................70

714. Sanctions................................................................................................................71

715. Costs.......................................................................................................................72

716. Appeal from Disciplinary Panel Decision .............................................................72

717. Summary Imposition of Fines; Warning Letters ...................................................74

718. Summary Suspensions...........................................................................................74

719. Rights and Responsibilities After Suspension or Termination..............................76

720. Notice to the Respondent, the CFTC, and the Public ............................................76

CHAPTER 8 ARBITRATION .................................................................................................. 77

801. General...................................................................................................................77

802. Forum and Arbitration Rules.................................................................................77

803. Penalties.................................................................................................................77

804. Claims Relating to Trade Cancellations and Adjustments ....................................78

CHAPTER 9 MISCELLANEOUS............................................................................................ 79

901. Trading by Company Officials Restricted; Misuse of Material, Non-Public 

Information ............................................................................................................79

902. Gifts and Gratuities................................................................................................80

903. Proprietary Data and Personal Information; Transaction Data..............................80

904. Recording of Communications..............................................................................82

905. Confidentiality .......................................................................................................82

906. Force Majeure ........................................................................................................83

907. Extension or Waiver of Rules................................................................................83

908. Effect of Amendment, Repeal or New Rule ..........................................................83

909. Signatures...............................................................................................................83

910. Governing Law; Legal Proceedings.......................................................................84
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911. Emergencies...........................................................................................................84

912. Information-Sharing Arrangements.......................................................................85

913. Regulatory Services Provider ................................................................................86

914. LIMITATION OF LIABILITY; NO WARRANTIES..........................................86

915. Communications to and from the Company ..........................................................89

916. Legal Certainty.......................................................................................................90

CHAPTER 10 CLEARED AND UNCLEARED SWAPS....................................................... 91

1001. Cleared Swaps........................................................................................................91

1002. Clearing Firm Requirements..................................................................................93

1003. Uncleared Swaps....................................................................................................94

CHAPTER 11 CONTRACTS.................................................................................................... 95

1101. Swap Specifications...............................................................................................95

1102. Rules of the Derivatives Clearing Organization ....................................................95
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CHAPTER 1

DEFINITIONS

101. Definitions

Unless otherwise specifically provided in the Rules or the context otherwise 

requires, the terms defined in this Chapter have the meanings specified herein for all 

purposes of the Rules.

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

is a Person who, directly or indirectly, controls, is controlled by, or is under common 

control with, such other Person.

“Aggressor” means the Registered Trader whose hit or lifting of a resting bid or 

offer triggers a JTT session.

“Appeal Panel” means the panel appointed in accordance with Rule 701(h) to 

hear appeals of decisions of a Disciplinary Panel.

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

regulation, rule or ordinance of any Regulatory Authority applicable to such Person, 

including the CEA, CFTC Regulations and, to the extent applicable to such Person, 

similar foreign laws or regulations.

“Authenticators” has the meaning given to it in Rule 1002(g).

“Authorized Jurisdiction” means the United States and such other jurisdictions 

in which the Company may be authorized by Applicable Law to provide services from 

time to time.

“Authorized Representative” means an employee of a Clearing Firm who has 

been appointed by such Clearing Firm pursuant to Rule 101(g) to have access to and use 

of the Trading Platform solely for purposes of administrative and credit control 

functionalities.

“Block Trade” means a privately negotiated transaction in a Swap of the type and 

exceeding the minimum quantity set forth in Rule 601.

“Board” means the board of directors of the Company constituted in accordance 

with the limited liability company agreement of the Company and these Rules.

“Broker” means a Person that (i) is a Participant, (ii) is registered with the CFTC 

as a futures commission merchant or introducing broker, or is exempt from such 

registration, and (iii) enters Orders or RFQs or executes transactions pursuant to the 

Rules on behalf of one or more Participants, Sponsored Access Firms or Customers in 

accordance with Rule 509.

“Brokered Trade” has the meaning given to it in Rule 509(d).
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“Business Day” means any day on which the Company is open for trading.

“CEA” means the Commodity Exchange Act.

“CFTC” means the Commodity Futures Trading Commission.

“CFTC Regulations” means the rules, regulations and orders promulgated by the 

CFTC.

“Chairman” means the individual serving as chairman of the board of the 

Company from time to time.

“Chief Compliance Officer” means the individual appointed by the Board as the 

Company’s chief compliance officer.

“Chief Executive Officer” means the individual appointed by the Board as the 

Company’s chief executive officer.

“Cleared Swap” means a Swap that is required to be cleared pursuant to Section 

2(h)(2)(D) of the CEA and CFTC Regulation 39.5, but does not include a Swap that one 

or both parties elects not to clear under (i) the end-user exception provided by Section 

2(h)(7)(A) of the CEA and CFTC Regulation 50.50 or (ii) the inter-affiliate exemption 

provided by CFTC Regulation 50.52. Notwithstanding the foregoing, “Cleared Swap” 

includes any Swap that is submitted for clearing to a Derivatives Clearing Organization 

by or on behalf of the parties to the Swap even though such Swap is not required to be 

cleared.

“Clearing Firm” means a member or participant of a Derivatives Clearing 

Organization that is authorized pursuant to the rules of such Derivatives Clearing 

Organization to clear trades in a Cleared Swap.

“Commodity” has the meaning set forth in Section 1a(4) of the CEA.

“Company” means GFI Swaps Exchange LLC, or any successor thereto.

“Company Intellectual Property” has the meaning given to it in Rule 903(d).

“Company Official” means any Director or Officer of, or individual employed 

by, the Company or the Regulatory Services Provider.

“Company Proceeding” means any Disciplinary Proceeding, appeal from a 

Disciplinary Proceeding, summary suspension or other summary action taken by the 

Company pursuant to Chapter 7 of the Rules.

“Company Requirements” means (i) the Rules, (ii) other requirements 

implemented by the Company under the Rules, (iii) each term of a Swap, and (iv) the 

Participant documentation and other contractual obligations between a Participant 

(including its Sponsored Access Firms and its Registered Traders) and the Company.
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“Compliance Department” means representatives of the Company designated by 

the Company as members of the Compliance Department and agents of the Company 

(including any Regulatory Services Provider) that assist the Company in the 

implementation, surveillance, and enforcing of its Rules and related obligations.

“CTI code” has the meaning given to it in Rule 506(d).

“Customer” means any Person for whom a Participant or Sponsored Access Firm 

carries an account (other than a “proprietary account,” as such term is defined in CFTC 

Regulations) or from whom a Participant or Sponsored Access Firm solicits or accepts an 

Order or Request for Quote.

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

“derivatives clearing organization” in the CEA and CFTC Regulations and, as used in 

these Rules, means a derivatives clearing organization that is engaged in the clearing of 

one or more Swaps and that is registered or exempt from registration as such with the 

CFTC or otherwise permitted by the CFTC to clear Swaps.

“Director” means any member of the Board.

“Disciplinary Panel” means the panel appointed pursuant to Rule 709 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.

“Eligible Contract Participant” has the meaning given that term in section 

1a(18) of the CEA and in CFTC Regulation 1.3(m).

“Emergency” means any occurrence or circumstance which threatens or may 

threaten such matters as the fair and orderly trading in, or the liquidation of or delivery 

pursuant to, any Swaps, or the timely collection and payment of funds in connection with 

clearing and settlement by a Derivatives Clearing Organization, and which, in the opinion 

of the Chief Executive Officer or his or her designee, requires immediate action, 

including: any manipulative or attempted manipulative activity; any actual, attempted or 

threatened corner, squeeze, congestion or undue concentration of positions; any 

circumstances which may materially affect the performance of Swaps traded pursuant to 

the Rules, including failure of the payment system or the bankruptcy or Insolvency of any 

Participant or any other Person; and any other circumstance which may have a severe, 

adverse effect upon the functioning of the Company or a Derivatives Clearing 

Organization.

“Execution Specialist” means an employee of the Company that assists

Participants and Sponsored Access Firms with entering Orders in the Order Book, issuing 

and responding to RFQs, reporting Block Trades, communicating Indications of Interest 

and effecting Permitted Transactions in accordance with these Rules.

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

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

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

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

Access Firms during a timed period.

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

Trading Group.

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

introducing broker.

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

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

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

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

available to its Customers.

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

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

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

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

offer resulted in a transaction triggering a JTT session.

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

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

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

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

“NFA” means the National Futures Association.

“Nominating Committee” means the committee of the Board constituted 

pursuant to Rule 205.

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

“Operating Agreement” means the Limited Liability Company Agreement of 

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

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

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

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

“Order Book” means, with respect to a particular Swap, the book of Orders 

maintained by the Trading Platform with respect to such Swap.
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“Package Transaction” means a transaction involving two or more instruments: 

(i) that is executed between two or more counterparties; (ii) that is priced or quoted as 

one economic transaction with simultaneous or near simultaneous execution of all 

components; (iii) that has at least one component that is a Required Transaction; and (iv) 

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

components.

“Participant” means a Person (other than an individual) that has been authorized 

by the Company to have access to the Trading Platform pursuant to Rule 301 and to 

permit Sponsored Access Firms and Registered Traders to have access to the Trading 

Platform pursuant to Rules 304 and 305.

“Participant Data” means any and all Transaction Data submitted or otherwise 

reported to the Company by a Participant regarding any and all transactions entered into 

by such Participant.

“Permitted Transaction” means a transaction involving a swap that is not 

subject to the trade execution requirement in section 2(h)(8) of the CEA.

“Person” means any natural person, association, partnership, limited liability 

company, joint venture, trust or corporation.

“Pre-Execution Communications” has the meaning given to it in Rule 533(b).

“Proprietary Data and Personal Information” means, as to any Person, 

proprietary data or personal information that separately discloses business transactions, 

market positions or trade secrets of such Person, but does not include Transaction Data.

“Public Director” means an individual having the qualifications set out in 

Rule 201(d).

“Registered Trader” means an individual who is an employee or agent of a 

Participant or Sponsored Access Firm who has been authorized by such Participant or 

Sponsored Access Firm to access the Trading Platform pursuant to Rule 305, to place 

Orders and execute transactions on behalf of such Participant or Sponsored Access Firm 

and, if such Participant is a Broker, on behalf of Customers of such Participant.

“Regulatory Authority” means any domestic or foreign government (or political 

subdivision), governmental or regulatory authority, agency, court, commission or other 

governmental or regulatory entity (including any Self-Regulatory Organization) with 

authority or jurisdiction over the trading of, or Persons engaged in the trading of, swaps, 

securities, futures contracts, options or other financial instruments.

“Regulatory Oversight Committee” means the committee of the Board 

constituted pursuant to Rule 206(b).

“Regulatory Services Agreement” means the agreement(s) between the 

Company and the Regulatory Services Provider(s) whereby certain functions mandated 
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under the CEA, such as market monitoring and trade practice surveillance, are delegated 

to the Regulatory Services Provider(s).

“Regulatory Services Provider” means NFA and such other organizations, if 

any, that provide regulatory services to the Company, together with any such 

organization’s employees and agents.

“Reportable Swap Data” means both (i) Swap Transaction and Pricing Data and 

(ii) Required Swap Creation Data.

“Reporting Counterparty” means, for purposes of Rule 601 and Part 45 of 

CFTC Regulations, the Participant or Sponsored Access Firm that is designated as such 

pursuant to Rule 540.

“Request for Quote” and “RFQ” have the meaning given to these terms in 

Rule 508 and, unless the context otherwise requires, includes requests for quotes and 

responses to such requests, including counteroffers that may be made upon receipt of a 

response to an RFQ.

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

CFTC Regulation 45.1.

“Required Transaction” means a transaction involving a swap that is subject to 

the trade execution requirement in section 2(h)(8) of the CEA.

“Responsible Person” has the meaning ascribed to it in Rule 407(a).

“Review Panel” means a disciplinary panel that may be convened by the 

Chief Compliance Officer, pursuant to Rule 704, to review an investigation report 

submitted by the Compliance Department to determine whether (a) a reasonable basis 

exists to believe that a violation of the Rules has occurred, and (b) commencing 

disciplinary proceedings in respect of such potential violation is warranted.

“RFQ-to-All” has the meaning ascribed to it in Rule 508(a)(i).

“Risk-Based Limits” means, as applicable, limits that may be established by a 

Derivatives Clearing Organization or Clearing Firm with respect to Cleared Swaps, based 

on credit, position or order size, margin requirements or similar factors.

“Rule” means any Rule adopted or amended, from time to time, by the Company 

related to or in respect of transactions in Swaps or the operation of or business conducted 

on the Trading Platform or otherwise pursuant to these Rules.

“Secretary” means the individual appointed by the Board from time to time to 

serve as secretary of the Company.

“Self-Regulatory Organization” has the meaning given that term in CFTC 

Regulation 1.3(ee) or in section 3(a)(26) of the Securities Exchange Act of 1934.
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“Sponsored Access Firm” means a Customer of a Participant (other than an 

individual or an ISV) that is authorized by such Participant to access the Trading 

Platform pursuant to Rule 304.

“Swap” has the meaning given that term in the CEA and CFTC Regulations (after 

giving effect to the Determination of Foreign Exchange Swaps and Foreign Exchange 

Forwards Under the Commodity Exchange Act by the Secretary of the Treasury pursuant 

to Section 1b of the CEA) and, as used herein, refers solely to swaps effected pursuant to 

the Rules.

“Swap Data Repository” has the meaning given that term in section 1a(48) of 

the CEA and CFTC Regulation 1.3(qqqq).

“Swap Transaction and Pricing Data” means any data required to be reported 

under Part 43 of CFTC Regulations.

“Terms Incorporated by Reference” has the meaning ascribed to it in Rule 

406(b).

“Trade Communication” has the meaning ascribed to it in Rule 406(b).

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

Registered Trader and to each automated trading system employed by a Participant or 

Sponsored Access Firm and, in the case of such an automated trading system, linked to 

the Trader ID that is assigned to a single Registered Trader or to an identified group of 

Registered Traders.

“Trader Information” has the meaning ascribed to it in Rule 407(b).

“Trading Group” has the meaning ascribed to it in Rule 504(g).

“Trading Hours” means, for any Business Day, the hours during which the 

Trading Platform is scheduled to operate.

“Trading Platform” means the electronic and other systems administered by or 

on behalf of the Company for the trading of Swaps, including the services provided by 

Execution Specialists acting on behalf of the Company as described in these Rules.

“Trading Privileges” means the right, granted to a Participant, such Participant’s 

Sponsored Access Firms and Registered Traders, to access the Trading Platform or to 

effect Block Trades pursuant to the Rules.

“Transaction Data” means Orders, RFQs, bids, offers and other information 

(excluding Proprietary Data and Personal Information) concerning Swaps executed 

pursuant to the Rules, including information and content contained in, displayed on, 

generated by or derived from the Trading Platform.

“Uncleared Swap” means a Swap other than a Cleared Swap.
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“Voice Communication” means a communication between an Execution 

Specialist and a Registered Trader in a form, including telephone, chat room or instant 

message, as agreed upon by the Execution Specialist.

102. Rules of Interpretation 

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

the context otherwise requires: 

(a) terms defined in the 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 or Rule or Appendix refers to a Chapter or Rule 

of, or Appendix to, these Rules; 

(d) any reference in a Rule to a paragraph or clause is to the referenced 

paragraph or clause in such Rule;

(e) any reference to “the Rules” or “these Rules” refers to these Rules, 

including all Appendices hereto, and the words “herein,” “hereof,” “thereto,” “hereto,” 

“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; 

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

years, respectively; and

(g) all references to “including” are deemed to be followed by the words 

“without limitation.”
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CHAPTER 2

GOVERNANCE

201. Board

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

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

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

Board.

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

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

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

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

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

required by Applicable Law and any regulations thereunder.

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

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

(including Public Directors) shall be appointed in accordance with the Operating 

Agreement, and shall serve until his or her successor is duly appointed, or until his or her 

earlier resignation or removal, with or without cause.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

residing in the home of the Director or that of his or her “immediate family.”

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

members of the Board shall not be linked to the business performance of the Company.
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(f) The Board shall have procedures, as may be further set forth in policies that 

the Company may adopt, to remove a member from the Board where the conduct of such 

member is likely to be prejudicial to the sound and prudent management of the Company.

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

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

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

available to the public and to the CFTC.

202. Officers

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

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

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

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

Company or any of its Affiliates.

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

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

Operating Agreement.

203. Eligibility

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

Disciplinary Panel or Appeal Panel if the Person:

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

jurisdiction or the CFTC to have committed a disciplinary offense;

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

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

included a disciplinary offense;

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

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

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

pursuant to either:

(A) a finding by a final decision of a Self-Regulatory 

Organization, an administrative law judge, a court of competent 

jurisdiction or the CFTC that such person committed a disciplinary 

offense; or

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

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

offense;
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(iv) is currently subject to an agreement with the CFTC or any SelfRegulatory Organization not to apply for registration with the CFTC or 

membership in any Self-Regulatory Organization;

(v) is currently subject to or has had imposed on him or her within the 

past three years a CFTC registration revocation or suspension in any capacity for 

any reason, or has been convicted of any of the felonies listed in 

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

(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 

Securities Exchange Act of 1934.

(b) Upon the occurrence of an event listed in Rule 203(a) with respect to a 

member of the Board, Review Panel, Disciplinary Panel or Appeal Panel, such member 

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

designee.

(c) For purposes of Rule 203(a), the terms “disciplinary offense,” “final 

decision” and “settlement agreement” have the meaning given those terms in 

CFTC Regulation 1.63(a).

204. Confidentiality

No member of the Board or any committee established by the Board or by or 

pursuant to the Rules will use or disclose any material non-public information obtained in 

connection with such member’s participation in the Board or such committee for any 

purpose other than the performance of his or her official duties as a member of the Board 

or such committee.

205. Conflicts of Interest

(a) Named Party in Interest Conflict.

(i) Prohibition. No member of the Board, any Review Panel, 

Disciplinary Panel or Appeal Panel will knowingly participate in such body’s 

deliberations or voting in any matter involving a named party in interest where 

such member (A) is a named party in interest, (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, or (D) has a family 

relationship with a named party in interest. For purposes of this clause (i), a 

“family relationship” exists between a named party in interest and a member if 

such party is the member’s spouse, former spouse, parent, stepparent, child, 

sibling, stepbrother, stepsister, grandparent, grandchild, uncle, aunt, nephew, 

niece or in-law.
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(ii) Disclosure. Prior to consideration of any matter involving a 

named party in interest, each member of the deliberating body who does not 

choose to abstain from deliberations and voting will disclose to the 

Chief Compliance Officer whether such member has one of the relationships 

listed in clause (i) above with a named party in interest.

(iii) Procedure and Determination. The Chief Compliance Officer will 

determine whether any member of the relevant deliberating body who does not 

choose to abstain from deliberations and voting is subject to a conflicts restriction 

under this paragraph (a). Such determination will be based upon a review of the 

following information provided by such member pursuant to clause (ii) above 

and, where deemed by the Chief Compliance Officer, other information that is 

known to the Company.

(b) Financial Interest in a Significant Action Conflict.

(i) Prohibition. No member of the Board, any Review Panel, 

Disciplinary Panel or Appeal Panel will participate in such body’s deliberations 

and voting on any significant action if such member has a direct and substantial 

financial interest in the result of the vote, as determined pursuant to 

clause (iii) below.

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

such member of the deliberating body who does not choose to abstain from 

deliberations and voting will disclose to the Chief Compliance Officer 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.

(iii) Procedure and Determination. The Chief Compliance Officer will 

independently determine whether any member of the relevant deliberating body 

who does not choose to abstain from deliberations and voting is subject to a 

conflicts restriction under this paragraph (b). Such determination will be based 

upon a review of the following information:

(A) the most recent large trader reports and clearing records 

available to the Company;

(B) information provided by such member pursuant to 

clause (ii) above; and

(C) any other information reasonably available to the 

Company, taking into consideration the exigency of the significant action 

being contemplated.

(iv) Deliberation Exemption. Any member of the Board, any Review 

Panel, Disciplinary Panel or Appeal Panel of the Company who would otherwise 

be required to abstain from deliberations and voting pursuant to clause (i) above 

may participate in deliberations, but not voting, if the deliberating body, after 
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considering the factors specified below, determines in consultation with the Chief 

Compliance Officer that such participation would be consistent with the public 

interest; provided, however, that before reaching any such determination, the 

deliberating body will fully consider the information specified in clause (ii) above 

which is the basis for such member’s substantial financial interest in the 

significant action that is being contemplated. In making its determination, the 

deliberating body will consider:

(A) whether such member’s participation in the 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.

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

determination procedures set forth in this Rule 205 apply will reflect the following 

information:

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

attended such meeting in person or who otherwise participated in such meeting;

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

voluntarily recused himself or herself or was required to abstain from 

deliberations or voting on a matter and the reason for the recusal or abstention, if 

stated;

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

deliberating body; and

(iv) any determination made in accordance with clause (iv) of 

paragraph (b) above.

(d) Certain Definitions. As used in this Rule 205, the terms “named party in 

interest” and “significant action” have the meanings given those terms in CFTC 

Regulation 1.69.

206. Committees

(a) The committees provided for in this Chapter shall be appointed as provided 

in the Operating Agreement or as set out in this Chapter. Except as otherwise required by 

Rules in this Chapter, the Chairman shall designate the chairman and one or more vice 

chairmen of each such committee. A temporary member of any such committee may be 

appointed, using the same process required for regular appointments to the committee, 

during the absence or inability to act of a regular member; such temporary appointee shall 

have all the rights, power, authority, duties and obligations of the regular committeeman 

until the latter is again present and able to act.
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(b) The Company shall have a Regulatory Oversight Committee which shall 

consist entirely of Public Directors and shall be responsible for reporting to the Board. In 

general, the Regulatory Oversight Committee shall assist the Board in monitoring the 

design, implementation and effectiveness of the Company’s programs to promote and 

enforce compliance with Applicable Law and the Rules. More specifically, the 

Regulatory Oversight Committee shall:

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

Company’s regulatory program; and

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

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

and other regulatory responsibilities with respect to Participants (including 

ensuring compliance with, if applicable, financial integrity, financial 

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

conduct of investigations;

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

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

regulatory personnel;

(C) reviewing the performance of the Chief Compliance 

Officer, who will report directly to the Regulatory Oversight Committee, 

and making recommendations with respect to such performance to the 

Board;

(D) recommending changes that would ensure fair, vigorous 

and effective regulation; and

(E) reviewing all regulatory proposals prior to implementation 

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

regulation.

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

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

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

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

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

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

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

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

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

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

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

Participants receiving access to the Company; and

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

In reviewing appeals of staff denials of Participant applications, the Participation 

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

standards and requirements prescribed by such Committee. The Participation Committee 

shall not, and shall not permit the Company to, restrict access or impose burdens on 

access in a discriminatory manner, within each category or class of Participants or 

between similarly situated categories or classes of Participants.

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

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

Oversight Committee. For the Regulatory Oversight Committee, a quorum for the 

transaction of business shall consist of one-half of the committee members, including not 

less than 50 percent of the Public Directors serving as members of such committee. If at 

least 50 percent of the Public Directors committee members (i) are present at or (ii) have 

filed a waiver of attendance for a meeting after receiving an agenda prior to such meeting, 

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

be present to constitute the quorum shall be deemed satisfied.

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

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

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

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

by law.

207. Chief Compliance Officer

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

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

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

necessary to conduct investigations of alleged Rule violations and market conditions.

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

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

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

senior officer of the Company.

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

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

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

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

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

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

Compliance Department.
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208. Maintenance of Books and Records by the Company

(a) The Company shall keep, or cause to be kept, complete and accurate books 

and records of all activities relating to the business of the Company, including all books 

and records required to be maintained pursuant to the CEA and CFTC Regulations.

(b) The Company shall retain all such books and records, and shall make such 

books and records available for inspection by the CFTC and the U.S. Department of 

Justice, in accordance with Applicable Law.
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CHAPTER 3

TRADING PLATFORM

301. Access to the Trading Platform

(a) The Company will provide access to the Trading Platform and related 

services in an impartial, transparent, fair and non-discriminatory manner.

(b) Each Participant shall have the right to access the Trading Platform, 

including the right to place Orders for each of its proprietary accounts and to act as a 

Broker for Customers, from an Authorized Jurisdiction. A Participant may designate one 

or more Customers, investment managers or other third parties that are not individuals as 

Sponsored Access Firms pursuant to Rule 304.

(c) Each Participant shall adopt, implement and enforce access control 

procedures that, at a minimum: (i) limit access to the SEF to its Registered Traders and 

Sponsored Access Firms, (ii) check for validation of Order accuracy, and (iii) prevent 

entry of Orders that exceed any credit or Order size limitations. A Participant shall be 

solely responsible for any breach or failure of its access control procedures and may not 

rely on control procedures implemented by the Company.

(d) Subject to Rule 304(e) and Rule 304(f), a Sponsored Access Firm shall 

have the right to access to the Trading Platform, including the right to place Orders for 

each of its proprietary accounts.

(e) Each Participant and, with the permission of a Participant, each Sponsored 

Access Firm shall designate at least one of its employees as a Registered Trader. 

Participants and, with the permission of a Participant, Sponsored Access Firms may 

designate other employees and agents who are individuals as Registered Traders pursuant 

to Rule 305. A Registered Trader may access and use the Trading Platform on behalf of 

the Participant or Sponsored Access Firm that designated the Registered Trader and, if the 

Participant is acting as Broker, for the Customers of such Participant.

(f) The access rights of a Participant or Sponsored Access Firm hereunder may 

not be transferred, assigned, sold or leased. Participants and Sponsored Access Firms will 

not be limited liability company members of the Company and will 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 or consolidation 

involving the Company or otherwise.

(g) The Company may from time to time make available to Participants the 

identity of Participants and/or Sponsored Access Firms that have been given access to the 

Trading Platform for one or more asset classes.

(h) Except as otherwise expressly permitted by the Company, each Participant 

shall be responsible for ensuring that it and its Sponsored Access Firms do not grant 

access to the Trading Platform to any Person located in a country that is not an Authorized 

Jurisdiction.
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302. Qualifications of Participants

(a) To be eligible for admission as a Participant, an applicant must:

(i) represent and warrant to the Company that it is an Eligible 

Contract Participant and, as applicable, that each of its Customers (including any 

Sponsored Access Firms) is an Eligible Contract Participant;

(ii) represent and warrant to the Company that it has all registrations, 

licenses and consents required by its constituent documents and by Applicable 

Law to trade Swaps;

(iii) if it enters into Cleared Swaps for its own account, be authorized 

by a DCO to clear its transactions in Swaps that will be submitted to such DCO, 

pursuant to a mandatory clearing requirement or voluntarily by the parties to such 

Swaps, or have an arrangement with a Clearing Firm of a DCO that meets the 

requirements of Rule 1002;

(iv) have and maintain all necessary regulatory approvals and/or 

licenses to operate as a Participant and not be subject to any trading ban, 

prohibition or suspension issued by the CFTC, NFA, Securities and Exchange 

Commission or Financial Industry Regulatory Authority;

(v) be organized in an Authorized Jurisdiction and, if it is organized in 

a jurisdiction other than the United States, appoint and maintain an agent for 

service of process in the United States that is suitable to the Company;

(vi) ensure that activity conducted under the Trader IDs assigned to it 

and its Registered Traders complies with the Rules and have the authority, at the 

Company’s request, to adjust or withdraw any Order submitted under such Trader 

IDs;

(vii) be in compliance with any financial responsibility, recordkeeping 

and reporting requirements set forth under Applicable Law and Rule 403; and

(viii) satisfy such other criteria that the Company may reasonably 

require.

(b) The Company may permit a Person to become a Participant subject to such 

conditions, restrictions or limitations that it deems necessary or appropriate. The 

Company may deny the application of a Person to be a Participant if such Person is unable 

satisfactorily to demonstrate a capacity to adhere to Applicable Law or the Rules or for 

such other cause as the Company reasonably may determine.

(c) The Company may revoke, suspend or limit a Participant’s access to the 

Trading Platform if such Participant:
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(i) fails to meet any of the qualification requirements for access after 

such access has been approved;

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

or

(iii) violates any Applicable Law, the Rules or any agreement between 

the Participant and the Company.

(d) The Company may create different classes of Participants that have 

different rights and obligations under the Rules pursuant to criteria that are impartial, 

transparent and applied in a fair and non-discriminatory manner.

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

granted conditionally pursuant to this Rule 302, and any Participant whose access to the 

Trading Platform is revoked, suspended or limited pursuant to this Rule 302, may appeal 

the Company’s decision in accordance with the provisions of Chapter 7.

303. Application

Each Person that applies to become a Participant must submit a completed 

application in the form provided by the Company, update such application if any of the 

information provided therein becomes inaccurate or incomplete prior to approval of the 

application and provide such additional information and documents as the Company may 

request.

304. Sponsored Access Firms

(a) A Participant may, in accordance with criteria and procedures established 

by the Company, grant electronic access to one or more Sponsored Access Firms to enter 

Orders, issue and respond to Requests for Quotes, access the Trading Platform and 

otherwise effect transactions in commodity, equity, foreign exchange and interest rate 

Swaps. Notwithstanding anything to the contrary herein, for purposes of the Rules, a 

Sponsored Access Firm shall be deemed to be a Customer of the Participant through 

whom it accesses the Trading Platform.

(b) By agreeing to act as a Sponsored Access Firm, such Person agrees:

(i) to be bound by the duties and responsibilities of a Sponsored 

Access Firm and to be subject to, and comply with the User License Agreement in 

the form set out on the Company’s website; and

(ii) to be deemed to have represented and warranted to the Company 

and to such Participant that it is an Eligible Contract Participant and that it has all 

registrations, licenses and consents required by its constituent documents and by 

Applicable Law to trade Swaps.

(c) A Sponsored Access Firm must at all times:
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(i) be authorized by a DCO to clear its transactions in Swaps that will 

be submitted to such DCO, pursuant to a mandatory clearing requirement or 

voluntarily by the parties to such Swaps, or have an arrangement with a Clearing 

Firm of a DCO that meets the requirements of Rule 1002;

(ii) be in compliance with any financial responsibility, recordkeeping 

and reporting requirements set forth under Applicable Law and Rule 403;

(iii) if it enters into Cleared Swaps for its own account, be authorized 

by a DCO to clear its transactions in Swaps that will be submitted to such DCO or 

have an arrangement with a Clearing Firm that meets the requirements of Rule 

1002;

(iv) be organized in an Authorized Jurisdiction and, if it is organized in 

a jurisdiction other than the United States, appoint and maintain an agent for 

service of process in the United States that is suitable to the Company;

(v) ensure that activity conducted under the Trader IDs assigned to it 

and its Registered Traders complies with the Rules;

(vi) have the authority, at the Company’s request, to adjust or withdraw 

any Order submitted under such Trader IDs;

(vii) have and maintain all necessary regulatory approvals and/or 

licenses to operate as a Sponsored Access Firm and not be subject to any trading 

ban, prohibition or suspension issued by the CFTC, NFA, Securities and 

Exchange Commission or Financial Industry Regulatory Authority;

(viii) cooperate promptly and fully with the Company in any 

investigation, inquiry, audit, examination or proceeding regarding compliance 

with the Rules or any Company disciplinary or arbitration proceeding; and

(ix) agree to such other terms and conditions as may be established by 

the Company from time to time.

(d) The requirements of paragraphs (b) and (c) may be satisfied through the 

provision of written representations by a Sponsored Access Firm to the Participant that 

provides it with sponsored access, provided that the Participant makes such writing 

available upon request to the Company.

(e) The Company will promptly notify a Participant in writing of its approval, 

or refusal to approve, the designation of a Sponsored Access Firm. The Company may, in 

its sole discretion, revoke or suspend the designation of a Sponsored Access Firm, and 

shall promptly notify the Participant of such action in accordance with procedures 

established by the Company.

(f) A Participant that seeks to terminate the designation of a Sponsored Access 

Firm shall notify the Company in writing, providing such information as the Company 
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may require. The Company shall terminate the Trading Privileges of such Sponsored 

Access Firm and its Registered Traders as promptly as practicable in accordance with 

procedures established by the Company.

(g) The Company may revoke, suspend or limit a Sponsored Access Firm’s 

access to the Trading Platform if such Sponsored Access Firm or its sponsoring 

Participant:

(i) fails to meet any of the qualification requirements for access after 

such access has been approved;

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

or

(iii) violates any Applicable Law, the Rules or any agreement between 

the Participant and the Company.

(h) A Sponsored Access Firm whose access to the Trading Platform is denied 

pursuant to paragraph (e) or revoked, suspended or limited pursuant to paragraph (g) may 

appeal the Company’s decision in accordance with the provisions of Chapter 7.

(i) A Customer that is not designated as a Sponsored Access Firm shall not be 

granted direct market access to the Trading Platform.

305. Registered Traders

(a) Each Participant and each Sponsored Access Firm shall designate one or 

more Registered Traders. Trader IDs will not be assigned to a Sponsored Access Firm’s 

Registered Traders without the consent of the sponsoring Participant.

(b) Each Registered Trader must consent, in a form satisfactory to the 

Company, to abide by the Rules and Applicable Law prior to accessing the Company. 

Each Registered Trader must satisfy such requirements as may be prescribed by the 

Company from time to time and shall be subject to the disciplinary authority of the 

Company and possible fine or restriction of trading privileges.

(c) To designate a Registered Trader, a Participant must follow the procedures 

established by the Company. The Company may establish fair and reasonable criteria that 

individuals must fulfill to become a Registered Trader. Without limiting the generality of 

the foregoing, each Participant will ensure on an ongoing basis that (i) none of its 

Registered Traders is subject to a disqualification pursuant to any Applicable Law (unless 

an appropriate exemption has been obtained with respect thereto); (ii) each of its 

Registered Traders is located in an Authorized Jurisdiction; and (iii) each of its Registered 

Traders is technically proficient and conducts its business in a fair and equitable manner.

(d) The Company will promptly notify a Participant and, as applicable, a 

Sponsored Access Firm in writing of the approval of Registered Trader(s) or if the 

Company declines to approve the nomination of a Registered Trader.
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(e) The Company will maintain a list of all designated Registered Traders for 

each Participant, and as applicable, each Sponsored Access Firm. Participant shall 

promptly notify the Company in writing of any change to the information that it has 

provided regarding its or its Sponsored Access Firms’ Registered Traders.

(f) The Company may, in its sole discretion revoke or suspend the designation 

of a Registered Trader and shall promptly notify the Participant and, as applicable, the 

Sponsored Access Firm of such action.

(g) A Registered Trader whose access to the Trading Platform is revoked, 

suspended or limited pursuant to paragraph (f) may appeal the Company’s decision in 

accordance with the provisions of Chapter 7.

(h) To request the termination of the designation of an individual as a 

Registered Trader, the Participant must follow the procedures established by the 

Company. The Participant shall take and, where applicable, shall cause its Sponsored 

Access Firm to take, immediate measures appropriate to ensure that such Registered 

Trader shall not have access to the Company or utilize its Trader ID, as applicable, after 

the effective date of any such revocation. The Company shall act as promptly as 

practicable to disallow Order entry by the affected Registered Trader. The Company may 

in its sole discretion issue notices from time to time which set forth procedures governing 

the manner in which Participants and/or their Sponsored Access Firms may terminate the 

designation of an individual as a Registered Trader and deactivate the Trader ID assigned 

to such Registered Trader.

306. Independent Software Vendors

Access to the Company by an ISV shall be provided pursuant to criteria that are 

impartial, transparent and applied in a fair and non-discriminatory manner, but a Person 

seeking to act as an ISV must satisfy the Company’s technological integrity requirements 

and not adversely affect the Company’s ability to comply with the CEA and CFTC 

Regulations. Persons seeking access to the Trading Platform via an ISV must themselves 

be Participants, Sponsored Access Firms or Registered Traders. An ISV granted access 

to the Company shall be deemed to have consented to the jurisdiction of the Company.

307. Required Notices

(a) Each Participant and ISV shall notify the Company, as soon as reasonably 

practicable, upon becoming aware of any of the following events:

(i) any suspension, expulsion, revocation or restriction of trading 

privileges or any fine in excess of $500,000, through an adverse determination, 

voluntary settlement or otherwise, by any court, commodity or securities 

exchange or related clearing organization, the CFTC, Securities and Exchange 

Commission, or the securities commission or equivalent authority of any state, 

territory, the District of Columbia or foreign country, NFA, the Financial Industry 

Regulatory Authority, Inc. or any self-regulatory or regulatory organization;
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(ii) any indictment of the Participant or ISV or any of its officers for, 

any conviction of the Participant or ISV or any of its officers of, or any confession 

of guilt or plea of guilty or nolo contendere by the Participant or ISV or any of its 

officers to (A) any felony or (B) any misdemeanor involving, arising from, or 

related to the purchase or sale of any commodity, security, futures contract, option 

or other financial instrument or involving or arising from fraud or moral turpitude; 

and

(iii) the Insolvency of the Participant or ISV, the Insolvency of any of 

such Participant’s or ISV’s Affiliates to the extent that the Insolvency of such 

Affiliate could reasonably be expected to affect the ability of the Participant or 

ISV to fulfill its obligations to the Company and, in the case of a Participant that 

is also a Clearing Firm, the Insolvency of any of its Customers that are 

Participants.

(b) Each Participant or ISV that is not a natural person shall notify the 

Company at least ten Business Days prior to any merger, acquisition, consolidation, 

combination, sale or other material change of ownership.

(c) A Participant shall, to the extent it has knowledge thereof, notify the 

Company of the occurrence of any of the events described in paragraphs (a) and (b) with 

respect to its Sponsored Access Firms as though references to a “Participant” in 

paragraphs (a) and (b) were references to a “Sponsored Access Firm.”

308. Dues, Assessments and Fees

(a) The Company has the sole power to set the dates and amounts of any dues, 

assessments or fees to be levied on Eligible Contract Participants and ISVs, which dues, 

assessments or fees will be paid to the Company when due. The Company shall charge 

comparable fees to Eligible Contract Participants and ISVs that receive comparable access 

to the Trading Platform and related services.

(b) If an Eligible Contract Participant or ISV fails to pay when due any 

Company dues, assessments or fees levied on such Person, and any such payment 

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

suspend, revoke, limit, condition, restrict or qualify such Person’s access to the Company 

as the Company deems necessary or appropriate.

309. Trading Privileges

(a) Subject to the requirements and procedures set forth in this Chapter 3, 

Trading Privileges shall be offered to Participants, subject to any limitation, restriction or 

revocation from time to time imposed by the Company. Trading Privileges are nontransferable, non-assignable and may not be sold or leased. By virtue of obtaining 

Trading Privileges, a Participant 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.
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(b) The Company may deny Trading Privileges to any Person:

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

adhere to the Rules and Applicable Law; or

(ii) for such other cause as the Company reasonably may decide.

(c) The Company may determine not to permit any Person to keep its 

Trading Privileges, or may condition such Trading Privileges if such Person:

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

Trading Privileges after such Trading Privileges have been approved;

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

Trading Privileges; or

(iii) violates any agreement with the Company, a Clearing Firm or a 

Derivatives Clearing Organization; or

(iv) is a Participant or Sponsored Access Firm through which a 

Customer trades and, in any such case, any such Customer maintains a position in 

any Swap that, when considered in light of the other positions maintained by the 

Participant through which such Customer trades and any other factors that the 

Company reasonably deems relevant, including, as applicable –

(A) the positions maintained by such Participant or Sponsored 

Access Firm, such Participant or Sponsored Access Firm’s Registered 

Traders and other Customers,

(B) financial information provided by such Participant or 

Sponsored Access Firm, and

(C) the Company reasonably believes, after using reasonable 

efforts to consult with relevant Derivatives Clearing Organizations, that 

insufficient margin is maintained by such Participant or Sponsored Access 

Firm at its Clearing Firm, 

could jeopardize the financial safety of such Participant or Sponsored Access 

Firm or any of such Participant or Sponsored Access Firm’s other Customers.

For the avoidance of doubt, any limitation, suspension or revocation of Trading 

Privileges pursuant to paragraph (iv) may, in the sole discretion of the Company, 

(A) take the form of (x) a full suspension or revocation of Trading Privileges, 

(y) a requirement that the positions at issue be immediately liquidated in full or 

reduced to a reasonable level to be set by the Company as a condition to the 

Trading Privileges remaining in effect provided that the Company will use 

reasonable efforts to coordinate any such requirement with the relevant 

Derivatives Clearing Organizations, or (z) a prohibition on the use of such 
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Trading Privileges in respect of the trades of any Customer identified by the 

Company, and (B) be applied to the Trading Privileges of the Participant at issue, 

its Registered Traders and Sponsored Access Firms, in each case, as deemed 

reasonably necessary by the Company for the protection of such Persons and 

other Participants of the Company.

(d) A Participant that is adversely affected by a decision of the Company 

pursuant to this Rule 309 may appeal such decision in accordance with the provisions of 

Chapter 7.

(e) In the case of any suspension, revocation or limitation of the 

Trading Privileges of a Participant pursuant to this Rule 309, the Company, in its sole 

discretion, may also suspend, revoke or limit the Trading Privileges of such Participant’s 

Registered Traders and Sponsored Access Firms as the Company deems necessary to 

protect other Participants, Customers and the integrity of the Company.

310. Limitations

Upon notice that a Clearing Firm has revoked any authorization granted and 

guarantee made by it to a Participant or Sponsored Access Firm pursuant to Rule 1002, 

the right of such Participant or Sponsored Access Firm and its Registered Traders to 

access the Company will be automatically terminated unless and until such Participant or 

Sponsored Access Firm has obtained an authorization and guarantee from another 

Clearing Firm.

311. Application of Rules and Jurisdiction

(a) A Participant, Sponsored Access Firm, Registered Trader, Customer or 

Clearing Firm that initiates, executes or clears a transaction on the Trading Platform, that 

initiates, executes or clears a Block Trade or that enters or responds to any bid, offer, 

Request for Quote or Indication of Interest, directly or through an FCM Participant, 

introducing broker, commodity trading advisor or any other Person, and any Person who is 

the beneficial owner of the account for which such a transaction is or would be effected, is 

deemed to have expressly consented to the jurisdiction of the Company and agreed to be 

bound by and comply with the Rules.

(b) Any Participant, Sponsored Access Firm, Registered Trader or Clearing 

Firm whose right to access the Company is suspended, revoked or terminated will remain 

bound by the Rules, in each case to the extent applicable, 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, actions or omissions of such Participant, Sponsored Access Firm or 

Registered Trader prior to such revocation or termination. Such former Participant, 

Sponsored Access Firm, Registered Trader, or Clearing Firm shall cooperate in respect of 

any disciplinary proceeding arising under Chapter 7 as if such former Participant, 

Sponsored Access Firm, Registered Trader or Clearing Firm were still a Participant, 

Sponsored Access Firm, Registered Trader or Clearing Firm.
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312. Notices from the Company

The Company will publish a notice with respect to each addition to or 

modification or clarification of the Rules at the time the Company files such Rules with 

the CFTC, as required by CFTC Regulations, and notice of any action taken to implement 

any Rule of the Company. Such notices will be published on the Company’s website. 

Where such a Rule amendment could reasonably be expected to require technological, 

operational or systems changes by Participants, Sponsored Access Firms or Clearing 

Firms, the Company will (except where such Rule amendment is being adopted in 

connection with an Emergency) seek to provide advance email notice in a manner that is 

reasonably designed to enable Participants, Sponsored Access Firms and Clearing Firms, 

as applicable, to become aware of and familiar with, and to implement any necessary 

preparatory measures to be taken with respect to, such addition, modification or 

clarification prior to the effective date thereof.

313. Withdrawal of Participant

(a) To withdraw from the Company, a Participant must notify the Company, 

following such procedures as may be established by the Company.

(b) The Company will ordinarily grant such a request promptly but may, in its 

reasonable discretion, postpone the effective date of a Participant’s withdrawal if the 

Company’s Participation Committee or Chief Executive Officer considers it necessary for 

the protection of other Participants or otherwise in the interests of the Company.

(c) Based on the information provided to, and other information gathered by, 

the Company regarding a Participant’s withdrawal request, the Company will determine 

whether to (i) accept the withdrawal request; (ii) postpone the effective date of the 

withdrawal; or (iii) impose any terms or conditions before or after the effective date of 

withdrawal.

(d) When the Company accepts the withdrawal of a Participant, all rights and 

privileges of such Participant terminate (including the Trading Privileges and ability to 

access the Company). The accepted withdrawal of a Participant shall not affect the rights 

of the Company under the Rules or relieve the former Participant of its Obligations 

(including any contractual obligations relating to any Swaps entered into by such 

Participant, or the payment of any Company fees, costs, or charges incurred prior to such 

withdrawal). Notwithstanding the accepted withdrawal of a Participant, the withdrawn 

Participant remains subject to 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 such withdrawal had not taken place.

(e) Notwithstanding the foregoing, a Participant may voluntarily suspend its 

Participant status immediately upon notice to the Company and cessation of trading 

activities. The Participant shall incur no new liability during that period of its voluntary 

suspension.
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CHAPTER 4

BUSINESS CONDUCT

401. Duties and Responsibilities of Participants

(a) Each Participant shall, and shall cause its Sponsored Access Firms to:

(i) use the Trading Platform and effect transactions in Swaps in a 

responsible manner and not for any improper purpose;

(ii) use the Trading Platform in a manner consistent with the Rules and

comply, as required by CFTC Regulation 37.200, with the terms and conditions of 

Swaps;

(iii) comply with the Rules and Company Requirements and act in a 

manner consistent with the Rules and Company Requirements;

(iv) comply with the rules of the Derivatives Clearing Organization 

that accepts for clearing a Cleared Swap traded by such Person, to the extent 

applicable to such Person and such Cleared Swap;

(v) observe high standards of 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 in 

any dealings or filings with the Company or in connection with a Company 

Proceeding;

(vii) cooperate promptly and fully with the Company in any 

investigation, inquiry, audit, examination or proceeding regarding compliance 

with the Rules or any Company disciplinary or arbitration proceeding;

(viii) comply with any order issued by the Company;

(ix) keep all Trader IDs, account numbers and passwords related to the 

Trading Platform confidential; 

(x) promptly notify the Company of any change in the information 

submitted to the Company in connection with its application for status as a 

Participant, including information submitted by the Participant to the Company in 

connection with the designation of Sponsored Access Firms and Registered 

Traders and the issuance of Trader IDs; and

(xi) keep, or cause to be kept, complete and accurate books and 

records, including but not limited to records of their trading in Swaps (including 

any Terms Incorporated by Reference), in the instruments underlying any such 

Swaps or in any instrument or index used as a reference price for a Swap, or in 
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any related derivatives markets, for at least five years, whether or not such 

Participant or Sponsored Access Firm retains its status as such, and (A) make 

such books and records available for inspection by the CFTC or the U.S. 

Department of Justice in accordance with Applicable Law and (B) to the extent 

such books and records relate to Swaps, make such books and records available to 

the Company and the Regulatory Services Provider.

(b) In addition to the requirements of Rule 401(a) but subject to Rule 405(b), 

each Participant shall employ practices to monitor and enforce compliance with its 

internal risk limits and shall be responsible for all Orders and transactions effected on the 

Company by or for the account of such Participant, its Sponsored Access Firms or by any 

Person using its or their Trader IDs.

(c) Each Participant or Sponsored Access Firm 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 Sponsored Access Firm enters into a Swap that is made available 

to trade within the meaning of Section 2(h)(8) of the CEA.

402. Inspections by the Company

(a) The Company may require a Participant or Sponsored Access Firm to 

furnish, to the extent not prohibited by Applicable Law, such information concerning the 

Participant or Sponsored Access Firm’s business that is subject to the Rules and Company 

Requirements, including information relating to (i) Swaps executed pursuant to the Rules 

and in related derivatives markets, including in the products underlying those Swaps and 

any Terms Incorporated by Reference, as the Company reasonably deems necessary to 

enable the Company to perform its obligations under Applicable Law; and (ii) information 

requested by a Regulatory Authority relating to the Company’s business as a swap 

execution facility and/or the Company’s compliance with Applicable Law that the 

Company believes is maintained by, or otherwise in the possession of, a Participant or 

Sponsored Access Firm. Upon request by the CFTC, the Company will furnish to the 

CFTC copies of any Terms Incorporated by Reference obtained in accordance with this 

paragraph.

(b) A Participant or Sponsored Access Firm that is prohibited by Applicable 

Law from providing such information shall so notify the Company promptly after being 

asked to do so. The Company may, in such a case, require the Participant or Sponsored 

Access Firm to provide an opinion of counsel confirming the existence and effect of such 

prohibition.

403. Minimum Financial and Related Reporting Requirements

(a) Each FCM Participant and each IB Participant shall comply with the 

provisions of CFTC Regulation 1.17.

(b) Each FCM Participant and each IB Participant shall provide to the 

Company and to the Regulatory Services Provider, if any, a copy of such 
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FCM Participant’s Form 1-FR or FOCUS Report, reasonably contemporaneously with, 

and substantially in the form such report is filed with a Regulatory Authority. A 

Participant that is not subject to such filing requirements shall provide the Company with 

such financial information as the Company may require from time to time.

(c) Each Participant must notify the Company immediately upon becoming 

aware that it fails to satisfy minimum financial requirements applicable to such Participant 

and established pursuant to Applicable Law. A Participant that is unable to demonstrate to 

the Company that it is in compliance with such minimum financial requirements shall not 

engage in transactions subject to the Rules except for the purpose of closing open 

positions.

404. Restrictions on Activity

If the Company determines that the financial or operational condition of a 

Participant or one of its Affiliates is such that to allow that Participant to continue to have 

access to the Company would adversely affect the Company or the financial markets 

(including but not limited to such Participant being subject to the notification 

requirements of CFTC Regulation 1.12 or similar requirements of another Regulatory 

Authority to which such Participant is subject), the Company may limit or restrict the 

number or type of Swaps that may be traded by such Participant pursuant to the Rules or 

terminate the Participant’s Trading Privileges.

405. Customers

(a) No Participant or Sponsored Access Firm may solicit or accept an Order 

from a Customer for the purchase or sale of a Swap unless: (i) such Participant or 

Sponsored Access Firm is registered with or exempt from registration with the CFTC as 

necessary; (ii) such Customer is an Eligible Contract Participant; (iii) to the best of its 

knowledge, such Customer is organized and located in an Authorized Jurisdiction; and 

(iv) such Participant or Sponsored Access Firm has entered into an agreement with the 

Customer containing such terms as may from time to time be prescribed by the Rules.

(b) Each Customer shall be the principal to all Swaps resulting from any Order 

or RFQ submitted on behalf of the Customer. Where a Participant or Sponsored Access 

Firm is acting on behalf of a Customer, the Participant or Sponsored Access Firm shall 

have no liability to any other party for the performance of any Swap effected on behalf of 

such Customer.

(c) Subject to Rule 538, disputes arising out of errors made in the transmission 

or execution of a Customer Order or RFQ shall be resolved by the Customer and 

Participant or Sponsored Access Firm in accordance with the provisions of Chapter 8.

(d) Without prejudice to the generality of paragraph (a), a Participant or 

Sponsored Access Firm’s agreement with a Customer must provide that the Customer 

(i) consents to the jurisdiction of the Company and agrees to be bound by and comply with 

the Rules in relation to Swaps and other activity on the Trading Platform, and (ii) agrees 

that all Swaps and other activity on the Trading Platform shall be governed by the Rules 
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and, to the extent applicable to a Swap effected for the account of the Customer, the CEA 

and CFTC Regulations.

(e) Each Customer shall keep, or cause to be kept, complete and accurate 

books and records, including but not limited to records of its trading in Swaps, in the 

instruments underlying any such Swaps or in any instrument or index used as a reference 

price for a Swap, or in any related derivatives markets, for at least five years and make 

such books and records available to the Company, the Regulatory Services Provider and 

the CFTC in accordance with Applicable Law.

406. Confirmations

(a) The Company shall provide each counterparty to a Swap with a written 

record of all of the terms of the Swap, which record shall serve as a confirmation of the 

Swap and which shall legally supersede any previous agreement between the parties to 

such Swap relating to the terms thereof. The confirmation of all terms of the transaction 

shall take place at the same time as execution, and shall be issued to the counterparties as 

soon as technologically practicable thereafter.

(b) The economic terms specific to the transaction agreed by Participants 

and/or Sponsored Access Firms with respect to an Uncleared Swap shall be reflected by 

the Company in a written communication (the “Trade Communication”) sent to the 

applicable Participants and/or Sponsored Access Firms that are party to such Uncleared 

Swap. The Trade Communication, together with the documents and agreements 

(including, without limitation, ISDA master agreements, other master agreements, terms 

supplements, master confirmation agreements, and incorporated industry definitions) 

governing such Uncleared Swap existing at the time of such commitment to which such 

Participants and/or Sponsored Access Firms are party (the “Terms Incorporated by 

Reference”) shall, taken together, for purposes of CFTC Regulation 37.6(b) and 

paragraph (a) comprise all of the terms of such transaction and serve as a confirmation of 

such transaction. Counterparties must maintain all Terms Incorporated by Reference in 

accordance with CFTC No-Action Letter 15-25, expiring March 31, 2016.

(c) In satisfaction of the obligations imposed on the Company under 

CFTC Regulation 37.6(b), (i) each Trade Communication is deemed to incorporate the 

Terms Incorporated by Reference set forth in this Rule 406, and (ii) the Participants and/or 

Sponsored Access Firms that are party to the Uncleared Swap referenced in such Trade 

Communication hereby agree that the provisions of paragraph (d) shall govern any 

conflicting terms.

(d) In the event of any conflict between (x) the Trade Communication and 

(y) the Terms Incorporated by Reference, the Trade Communication shall prevail to the 

extent of the inconsistency.

(e) Each Customer authorizes the Company to send confirmations of Swaps 

that are effected through a Participant or Sponsored Access Firm to such Participant or 
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Sponsored Access Firm and authorizes such Participant or Sponsored Access Firm to 

accept such confirmations on behalf of the Customer.

407. System Security

(a) Each Participant must at all times have at least one employee or agent (the 

“Responsible Person”) designated as its administrator with respect to the use of the 

Trading Platform by such Participant (including its Sponsored Access Firms). The 

Company may prescribe such qualification standards for Responsible Persons as it may 

from time to time determine necessary or advisable. Among other things, each 

Responsible Person shall (i) control access to the Trading Platform by the Participant 

(including its Sponsored Access Firms) and (ii) be able to access, directly or through the 

Company and, if required, modify and withdraw, any and all Orders placed, or purported 

to be placed, by such Participant (including its Sponsored Access Firms). The 

Responsible Person or Responsible Persons of any Participant will also be solely 

responsible for any and all communications between the Company and such Participant, 

and any and all notices or other communications sent to such Responsible Person or 

Responsible Persons by the Company will be binding on such Participant. Each 

Participant must notify the Company promptly of any change regarding any of its 

Responsible Persons.

(b) Each Participant shall be responsible for controlling and monitoring all 

Trader IDs, other user identification codes and passwords used to access the Trading 

Platform (collectively, “Trader Information”) that are issued to such Participant by the 

Company and must notify the Company promptly upon becoming aware of any 

unauthorized disclosure or use of Trader Information or access to the Company and any 

other reason for deactivating Trader Information. Except in any case where there has been 

a final adjudication by a court of competent jurisdiction in which the Company has been 

found to have failed to safeguard or control the use of such Trader Information and that 

such failure was grossly negligent or the result of willful or wanton misconduct by the 

Company (in which case the provisions of Rule 914 shall not apply), each Participant shall 

be responsible for any actions taken through the use of its Trader Information, including 

data or other information transmitted to, and Swaps executed on, the Trading Platform, 

whether or not such actions were authorized by such Participant or any of its Sponsored 

Access Firms or Registered Traders.

(c) To the extent necessary to ensure the operational integrity of the Trading 

Platform, the Company may at any time restrict or limit the access of Persons to specified 

locations, and each Participant must ensure prompt compliance by itself and its Sponsored 

Access Firms with any such limitation.

408. Information Regarding Orders

(a) The Company will make information regarding Orders (including prices 

bid or offered), trades and any other matters it may deem appropriate available to 

Participants and other Persons at such times and in such manner (whether through the 
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Trading Platform, the Company’s website, market data providers or otherwise) as it may 

consider necessary or advisable from time to time.

(b) Each Participant or other Person receiving any such information through 

the Trading Platform shall not redistribute such information other than to the extent and in 

the manner as may be expressly permitted by the Company in writing from time to time. 

The foregoing limitation shall not apply to Participant Data.

409. Publication of Trade Information

The Company shall publish information on its website daily regarding volume, 

price ranges, open interest and settlement prices. The Company shall also publish on its 

website on a daily basis the total quantity of Block Trades that are included in the total 

volume of trading. Information on settlement prices and open interest shall be provided, 

as applicable, by the relevant Derivatives Clearing Organization.
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CHAPTER 5

TRADING PRACTICES

501. Scope; Required and Permitted Transactions

This Chapter 5 applies to all transactions in Swaps, except as otherwise 

specifically provided in Rule 601. Except with respect to Block Trades effected in 

accordance with Rule 601, Required Transactions must be executed in the Order Book or 

through a Request for Quote. Permitted Transactions may be effected as Block Trades, in 

the Order Book, through a Request for Quote, as a Brokered Transaction pursuant to Rule 

509, or by any other means of interstate commerce permitted by these Rules.

502. Trading Hours

The Company shall from time to time determine the Business Days during any 

particular calendar year and the Trading Hours in respect of each Swap.

503. Procedures

With respect to trading on or though the Trading Platform, the Company may 

adopt, without limitation, procedures relating to transactions in Swaps and trading on the 

Trading Platform, including procedures to:

(a) disseminate the prices of bids and offers and the prices of trades in Swaps;

(b) record and account for Swaps;

(c) perform market surveillance and regulation on matters affecting Swaps;

(d) establish limits on the number and/or size of Orders that may be submitted 

by a Participant or Sponsored Access Firm or Registered Trader through the TradingPlatform;

(e) establish limits on the number of Swaps that may be traded by a 

Participant, Sponsored Access Firm or Customer through the Trading Platform;

(f) establish limits on the maximum daily price fluctuations for Swaps and 

provide for any related restriction or suspension of trading in such Swaps;

(g) establish limits on how frequently a Participant or Sponsored Access Firm 

may refresh its bid or offer; and

(h) establish a minimum tick increment.

504. Use of Trader IDs and Group IDs

(a) Each Registered Trader and each automated trading system employed by a 

Participant or Sponsored Access Firm must have a Trader ID. Each Participant shall be 
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responsible for controlling and monitoring the use of Trader IDs issued to Registered 

Traders.

(b) Each Order entered into the Trading Platform must contain a Trader ID that 

identifies the Registered Trader that entered the Order. Each Participant must specify, and 

must ensure that its Sponsored Access Firms and Registered Traders specify, the 

applicable Trader ID for every Order.

(c) No Person may use a Trader ID to place any Order except as permitted by 

these Rules, nor may any Person knowingly permit or assist the unauthorized use of a 

Trader ID. Each Participant and Sponsored Access Firm, on behalf of itself and each of 

its Registered Traders shall ensure that no Trader ID is used by any Person not authorized 

by these Rules. Each Participant and Registered Trader must have in place policies and 

procedures acceptable to the Company to ensure the proper use and protection of Trader 

IDs.

(d) Each Participant shall ensure the accuracy of the registration information of 

its Registered Traders, and those of its Sponsored Access Firms, at all times.

(e) Each Participant shall notify the Company promptly upon becoming aware 

of:

(i) any unauthorized disclosure or use of any Trader ID assigned to it 

or any of its Registered Traders and of any other reason for deactivating a TraderID; and

(ii) any unauthorized access to the Trading Platform by any Person 

using a Trader ID assigned to such Participant, its Registered Traders and 

Sponsored Access Firms.

(f) Each Participant and Sponsored Access Firm shall be responsible for any 

actions taken through the use of a Trader ID assigned to such Person’s Registered Traders 

(other than any such actions resulting from the fault or negligence of the Company), 

including the submission of Orders and/or execution of transactions, whether or not such 

actions were taken or authorized by such Participant, Sponsored Access Firm or 

Registered Trader, as the case may be, notwithstanding that such actions may result from a 

failure of security controls or by an unknown or unauthorized user employing a Trader ID 

assigned to such Participant’s or Sponsored Access Firm’s Registered Traders, except in 

respect of any unauthorized use resulting from the failure of the Company to maintain the 

security of such Trader IDs.

(g) A Participant or Sponsored Access Firm may elect to identify two or more 

of its Registered Traders as a group (“Trading Group”). The Company shall assign a 

Group ID to each Trading Group.
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505. Orders

(a) As applicable, Orders may be (i) entered through an electronic interface, 

(ii) submitted via Voice Communications, or (iii) effected through such other means of 

interstate commerce as may be permitted by the Company from time to time. An Order 

that is so received by an Execution Specialist shall, in the case of a Required Transaction, 

be promptly entered into the Order Book and, in the case of a Permitted Transaction, be 

subject to the requirements of Rule 509.

(b) Depending on the method by which an Order is submitted, an Order may 

contain one or more of the following designations (which are available for Swaps in every 

asset class except as specified below):

(i) Limit Orders – Limit Orders are Orders to buy or sell a stated 

quantity at a specified price, or at a better price, if obtainable. Unless otherwise 

specified, any residual volume from an incomplete limit Order that is not 

withdrawn or executed is retained in the Order Book until the end of the day. All 

Limit Orders are removed from the Order Book at the end of the trading session. 

This Order type is not available for Swaps in the credit asset class.

(ii) All or None (AON) – A Limit Order where only the entire 

submitted size is available for execution. This Order type is not available for 

Swaps in the credit or foreign exchange asset classes.

(iii) Time-in-Force (TiF) Orders – Limit Orders that will be held within 

a specified time frame.

(iv) Hidden (Reserve) Size – Limit Orders that are comprised of two 

components: a displayed size, which is a conventional Limit Order and a hidden 

(reserve) size, which is submitted as a new Limit Order when the initial, displayed 

Order is fully executed.

(v) One Cancels Other (OCO) – An Order that is linked to one or 

more other Orders by the Participant, Sponsored Access Firm or Customer, with 

the linked Order being cancelled when any other Order in the same OCO group is 

fully or partially executed.

(vi) Work the Balance – An Order submitted via hit/lift dialogue that 

directly aggresses an existing standing Order and any remaining size is placed as 

a standing Limit Order. This Order type is not available for Swaps in the foreign 

exchange asset class.

(vii) Fill or Kill – An Order submitted via hit/lift dialogue that directly 

aggresses an existing standing Order. If the full size of the submitted Order is not 

met, the Order is cancelled. This Order type is not available for Swaps in the 

foreign exchange asset class.
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(viii) Contingent Orders - An instruction to submit an Order to, or 

cancel an existing Order in, the Order Book if the price of a given Swap or other 

financial instrument is the same as, or is greater or less than, the price specified in 

the Contingent Order.

(c) Each member of a Trading Group may cancel or modify the Orders of other 

Trading Group members.

506. Entry of Orders, Requests for Quote

(a) Each Registered Trader that submits an Order, Request for Quote or 

Indication of Interest to the Trading Platform shall do so using his or her Trader ID and 

shall include with each Order or Request for Quote the price, quantity, product, expiration 

date, CTI code, Clearing Firm, Derivatives Clearing Organization (if applicable), Order 

type (if applicable), buy or sell, account designation, and such Reportable Swap Data as is 

known by the Participant, Sponsored Access Firm or Registered Trader at the time it 

submits the Order or Request for Quote.

(b) Audit Trail Requirements.

(i) Participants that provide connectivity to the Trading Platform are 

responsible for maintaining or causing to be maintained a routing/front end audit 

trail (“Audit Trail”) for all Orders, Requests for Quote (including responses 

thereto), Block Trades and Indications of Interest. Electronic Audit Trail 

information shall be entered into the Trading Platform through any gateway to the 

Trading Platform, including the times of each message to the highest level of 

precision achievable by the Participant’s operating system, but at least to the 

hundredth of a second. Times that are so captured must not be capable of being 

modified by the Person entering the Order. Audit Trail data must contain, in 

addition to the information required by paragraph (a), all required FIX Tag 

information and fields including, as applicable, a record of all fields relating to 

Order entry, modification and cancellation, together with responses to such 

messages, including transaction date, product, exchange code, expiration, 

quantity, Order type, price, buy/sell indicator, stop/trigger price, Order number, 

unique swap identifier, legal entity identifier, Trader ID, Clearing Firm, account 

designation, CTI code and timestamps. For executed Orders, RFQs and Block 

Trades, the Audit Trail must record the execution time of the trade along with all 

fill information.

(ii) Participants shall maintain Audit Trail information, including oral 

communications, as required by Applicable Law and must have the ability to 

produce Audit Trail data in a reasonably useable format upon request of the 

Company.

(iii) A Participant whose Customer is itself a Participant or Sponsored 

Access Firm may agree with such Customer that it is the Customer’s obligation to 

maintain the Audit Trail for such Customer’s Orders or RFQs. Any such 
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agreement shall be in writing, and a copy of such agreement shall be provided to 

the Company.

(c) In addition to the requirements set forth in paragraphs (a) and (b), each 

Participant, Sponsored Access Firm and Registered Trader that submits an Order or RFQ 

shall include with each such Order or RFQ sufficient information to enable the Company 

to report all Required Swap Creation Data pursuant to Part 45 of CFTC Regulations, 

including the following information (to the extent such information is not pre-populated 

by the Trading Platform):

(i) the legal entity identifier of the Participant or Sponsored Access 

Firm submitting the Order or RFQ;

(ii) a yes/no indication of whether the Participant or Sponsored Access 

Firm is a swap dealer with respect to the Swap for which the Order or RFQ is 

submitted;

(iii) a yes/no indication of whether the Participant or Sponsored Access 

Firm is a major swap participant with respect to the Swap for which the Order or 

RFQ is submitted;

(iv) a yes/no indication of whether the Participant or Sponsored Access 

Firm is a financial entity as defined in section 2(h)(7)(C) of the CEA;

(v) a yes/no indication of whether the Participant or Sponsored Access 

Firm is a U.S. person; and

(vi) if the Swap will be allocated:

(A) an indication that the Swap will be allocated; and

(B) the legal entity identifier of the agent;

(C) an indication of whether the Swap is a post-allocation 

swap; and

(D) if the Swap is a post-allocation swap, the unique swap 

identifier of the original transaction between the reporting counterparty 

and the agent.

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. Participants, Sponsored Access Firms and 

Customers shall provide information on such post-allocation swaps to the Company upon 

request by the CFTC or the Company.

(d) Customer Type Indicator (CTI) Codes.
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Each Participant must include the correct CTI code with each Order or Request 

for Quote executed or submitted for execution on the Trading Platform to the extent not 

already reflected by the Trading Platform. The CTI codes are as follows:

(i) CTI 1 – Transactions initiated and executed by an individual 

Participant for his own account, for an account he controls or for an account in 

which he has an ownership or financial interest.

(ii) CTI 2 – Transactions executed for the proprietary account of a 

Clearing Firm or a Participant that is not an individual.

(iii) CTI 3 – Transactions in which a Participant or Sponsored Access 

Firm or Registered Trader executes (a) for the personal account of another 

Participant, (b) for an account the other Participant controls, or (c) for an account 

in which the other Participant has an ownership or financial interest.

(iv) CTI 4 – Any transaction not meeting the definition of CTI 1, 2 or

3, including those entered on behalf of Customers.

(e) A suspense account may be used at the time of Order entry provided that a 

contemporaneous electronic or written record of the Order with the account designation is 

made, time-stamped and maintained in accordance with this Rule 506, and provided that 

the correct account designation is provided to the Clearing Firm prior to the end of the 

trading day. A suspense account may also be used at the time of Order entry for bunched 

Orders that are eligible for post-trade allocation and that are executed and allocated in 

accordance with CFTC Regulation 1.35(b)(5).

507. Matching of Orders

(a) Except as otherwise provided in these Rules, Orders entered for the 

electronic execution of Required Transactions in the Order Book will be ranked first by 

price (best to worst), and then by time (earliest to latest within each price level). Order 

size will not affect priority in the matching algorithm. Except as otherwise provided in 

these Rules or as otherwise provided in a notice issued by the Company, Orders entered 

for the electronic execution of Permitted Transactions in the Order Book will be ranked 

first by price (best to worst), and then by time (earliest to latest within each price level).

(b) A workup (“Join the Trade” or “JTT”) session may commence after the 

execution of a transaction in the Order Book. The Company will provide notice of the 

commencement of a JTT session, and the duration thereof, during which the Participants 

and/or Sponsored Access Firms that were party to the triggering transaction and other 

Participants and Sponsored Access Firms are invited to buy or sell additional quantities of 

the same Swap at the previously executed price level. Each Registered Trader is permitted 

to place only one Order at a time during a JTT session, but may place another Order upon 

execution of his or her previous Order.
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(i) Exclusivity Period. The Company may permit the Aggressor and 

Initiator to trade exclusively with each other for a period of 10 seconds at the 

beginning of a JTT session.

(ii) Public Period. At the conclusion of the Exclusively Period, the 

JTT session is opened for a period of 30 seconds to all Registered Traders to trade 

with the Aggressor and the Initiator, and with other Registered Traders, but an 

Initiator with unexecuted or partially filled Orders that wishes to continue to trade 

at that price level may be given priority, during the JTT session, over other 

Registered Traders on the same side of the market. Orders not executed or fully 

filled during the Exclusivity Period will be included in the Public Period.

(iii) Order Book Interaction; Trading Groups. The operation of the 

Order Book may or may not be suspended with respect to a Swap that is subject to 

a JTT session, but any pre-existing Orders in the Order Book that are equal to or 

better than the price of a triggering transaction will be automatically included in a 

JTT session. During a JTT session, each Trading Group is restricted to a single 

Order on one side of the market at any time, but all members of the Trading 

Group will receive the highest priority accorded to any member of the Trading 

Group, including status as an Initiator. In the event that an Order which has been 

submitted by a member of a Trading Group is executed in the Order Book and 

triggers a JTT session, Orders on the opposite side of the market that have been 

submitted by members of that Trading Group will be canceled. Multiple Orders 

from the same Trading Group that were in the Order Book at the start of a JTT 

session will, if included in a JTT session, be aggregated and assigned the highest 

priority of all such Orders. Orders in the Order Book that are included in but not 

filled during a JTT session will, unless they have been cancelled or expired, be 

returned to the Order Book at the minimum size set by the Company for that 

Swap (and, in the case of Orders from members of a Trading Group, with the 

priority provided such Orders during the JTT session), but Orders from Registered 

Traders who switch sides during the Public Period will lose their priority ranking. 

Any member of the Trading Group may modify the size or cancel an Order.

(c) No Swap executed during a JTT session may qualify as a Block Trade even 

if the Swap is in a notional or principal amount that is equal to or in excess of the 

appropriate minimum block size for such Swap.

508. Request for Quote

(a) Except as otherwise set forth in notices issued by the Company, 

Participants and Sponsored Access Firms may initiate and respond to RFQs for Required 

Transactions and for Permitted Transactions. A Participant or Sponsored Access Firm 

may submit an anonymous or disclosed RFQ for one or more specific Swaps to all 

Participants and Sponsored Access Firms and, in the case of a Required Transaction, to 

not fewer than the minimum number of Participants and Sponsored Access Firms required 

under CFTC Regulations. Except as specified below, an RFQ may be submitted through 
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an electronic interface, via Voice Communications, or through such other means of 

interstate commerce as may be permitted by the Company from time to time.

(i) A Participant or Sponsored Access Firm may electronically stream

one-sided or two-sided firm responses to an RFQ.

(ii) The Company may offer “Fixing,” a time-limited, session-based, 

electronic RFQ trading protocol during which any Participant and/or Sponsored 

Access Firm may submit to the Company two-sided requests for quote reflecting 

the prices at which they are prepared to accept responses offering to buy and sell a 

given Swap. If not matched with other responsive quotes, the prices submitted 

will be used by the Company to determine a Fixing Price. The Order Book will 

continue to operate during a Fixing session.

(iii) The Company may offer an anonymous automated “RFQ-to-All” 

functionality for Required or Permitted Transactions. Bids or offers submitted in 

response to an RFQ-to-All must be at the Mid-Market Level that has been 

established for that RFQ-to-All session, will be accepted in the order in which 

they are received by the Company (including, for this purpose, at the time they are 

entered into the Trading Platform by an Execution Specialist), and will cancel any 

bids or offers in the Order Book that have been submitted by such Participant or 

Sponsored Access Firm for the same Swap.

(iv) The Company may offer “Matching,” a time-limited, sessionbased, electronic RFQ trading protocol during which Participants and Sponsored 

Access Firm may submit to all other Participants and Sponsored Access Firms a 

request to transact at a Fixing Price or at the Mid-Market Level. The Order Book 

will continue to operate during a Matching session. The Company will make 

additional written information regarding Matching available upon request to 

Participants and Sponsored Access Firms that are party to a confidentiality 

agreement with the Company.

(b) In the event that Participants or Sponsored Access Firms receiving an RFQ 

for a Required Transaction are Affiliates of each other, only one such Participant or 

Sponsored Access Firm shall be counted toward the minimum required number of market 

participants. Participants and Sponsored Access Firms that are Affiliates of the requester 

shall not be counted toward the minimum required number of market participants.

(c) In the event a Participant or Sponsored Access Firm does not specify the 

other Participants or Sponsored Access Firms to whom a RFQ is to be sent, an Execution 

Specialist shall select and communicate the RFQ in a manner consistent with such 

instructions as may have been given by the Participant or Sponsored Access Firm and 

otherwise in accordance with what the Execution Specialist believes to be the best sources 

of liquidity to achieve high-quality execution. In the case of a Required Transaction, the 

Execution Specialist shall communicate the RFQ to not fewer than the minimum number

of Participants and/or Sponsored Access Firms required by CFTC Regulations.
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(d) The Company may allow Participants and Sponsored Access Firms to elect 

not to receive RFQs. Requests directed to such a Participant or Sponsored Access Firm 

will not be delivered or applied in satisfaction of the requirement that an RFQ be provided 

to the minimum number of market participants required by CFTC Regulations.

(e) Responses to RFQs shall generally be executable, but the Trading Platform 

may allow a Participant or Sponsored Access Firm to provide responsive quotes that are 

indicative.

(f) In the case of a Required Transaction, the Company shall communicate to 

the requester any firm bid or offer pertaining to the same instrument resting on an Order 

Book at the time that the requester receives the first responsive bid or offer, and shall 

provide the requester with the ability to execute against such firm resting bids or offers, 

along with any responsive responses to the Request for Quote.

(g) The Trading Platform may offer the party initiating an RFQ the ability to 

make a counteroffer to any quotes that it receives. A requester that, upon receipt of a 

response to an RFQ, desires to make such a counteroffer must submit such counteroffer to 

not fewer than the minimum required number of eligible Participants and/or Sponsored 

Access Firms.

(h) Except as may be necessary to respond to an RFQ, an employee or agent of 

a Participant or Sponsored Access Firm that has knowledge of or that has received one or 

more responses to an RFQ that it submitted on behalf of any Person, other than an 

Affiliate of such Participant or Sponsored Access Firm, shall not disclose such responses 

to any Person, including other employees and agents of such Participant or Sponsored 

Access Firm, other than the Person on whose behalf the RFQ has been submitted, the 

Company or a Regulatory Authority.

(i) In the case of a Required Transaction, each RFQ recipient must be given 

“equal priority” in receiving a given RFQ and in responding thereto. For purposes of this 

paragraph (i), “equal priority” means that the RFQ and response(s) thereto are 

communicated in a way that does not seek to avoid the minimum recipient requirement in 

paragraph (a).

(j) The Company may, for certain asset classes and with notice given pursuant 

to Rule 915(b), permit a Participant or Sponsored Access Firm that has initiated an RFQ to 

accept more than one of the responses to such RFQ.

(k) The parties to a Swap that results from an RFQ shall provide the Company 

with such Reportable Swap Data as is known by the parties at the time the Swap is 

reported to the Trading Platform.

(l) The Company shall promptly record an RFQ that is not effected solely by 

electronic means in the Company’s audit trail.
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508A. Mid-Market Level

Mid-Market Levels to be used in a Matching session or an RFQ-to-All pursuant to 

Rule 508(a)(iii) or Rule 508(a)(iv) shall be established in accordance with the following 

procedures:

(a) The Company will begin the process of determining the Mid-Market Level 

by providing notice to all Participants and Sponsored Access Firms that are active on the 

Trading Platform in that asset class at that time announcing the beginning of a Matching 

session or an RFQ-to-All, specifying the Swap that will be traded and the time at which 

the Matching session or RFQ-to-All will commence. 

(b) Determination of the proposed Mid-Market Level shall be based, in the 

discretion of the Company, on any one or a combination of a number of inputs, including: 

(i) prices of transactions, executable or indicative bids or offers or historical prices on the 

Trading Platform, other swap execution facilities or markets; (ii) prices derived from 

transactions, executable or indicative bids or offers or historical prices on the Trading 

Platform, other swap execution facilities or markets; and (iii) the views of active market 

participants.

(i) Prices. Prices from the Trading Platform, other swap execution 

facilities or markets for the Swap that is to be the subject of Matching or an RFQto-All will include, where available, the last price of a transaction, executable or 

indicative bids and offers or historical prices for the Swap on the Trading 

Platform and/or on other swap execution facilities or markets.

(ii) Derived Prices. Where prices and/or executable or indicative bids 

or offers are unavailable for the Swap that is to the subject of Matching or an 

RFQ-to-All, the Company will apply analytical analysis to prices, executable or 

indicative bids or offers, or historical price information for a similar Swap traded 

on the Trading Platform, other swap execution facilities or markets to determine 

the proposed Mid-Market Level. The Company also may apply analytics where 

bids or offers are available from on the Trading Platform, other swap execution 

facilities or markets but the mid-market price may be ambiguous because of the 

width of the bid/offer spread or other factors, and the application of such analytics 

would provide additional clarity. Such analytical analysis may include, for 

example, but is not limited to, empirical cash flow valuations using Libor, Euribor 

and Overnight Interest Rate bootstrapped Discount Factor curves and forward 

forecasting curves, credit adjustment and valuation models and options modelling 

using, but not limited to, industry standard Black Scholes, adjusted Black Scholes 

(Garman Kohlhagen) and Stochastic Options models on specific option structures.

(iii) Market Participant Views. The Company also may request the 

views of active market participants and consider such views in determining the 

proposed Mid-Market Level. In requesting the views of active market 

participants, the Company: (i) will act fairly in determining which active market 

participants to survey; (ii) will weigh the views of market participants based on 
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market conditions and not on unrelated factors, and will not knowingly ask for or 

receive a market view intended solely to favor the market participant’s position; 

(iii) will not attempt to coerce or pressure an active market participant to respond 

to the request for their views or to alter a view once it has been expressed; and 

(iv) will not divulge any information regarding the positions or intentions of any 

other Person without the consent of such Person. In using responses from active 

market participants as an input in the determination of the proposed Mid-Market 

Level, the Company will use its best efforts, acting in good faith, to disregard 

prices that are outliers from the consensus view expressed. Any communications 

(including Voice Communications) between the Company and market participants

concerning market participants’ views in determining the Mid-Market Level will 

be retained in accordance with CFTC Regulation 1.31.

509. Voice Execution; Brokered Trades

(a) Participants and Sponsored Access Firms may submit directions to an 

Execution Specialist via Voice Communications to effect a Required Transaction or 

Permitted Transaction. The Execution Specialist must effect the resulting transaction (if 

any) in accordance with the requirements of CFTC Regulations relating to the execution 

of Required Transactions, as applicable, and consistent with such instructions as may be 

given by the Participant or Sponsored Access Firm. To the extent that a Participant or 

Sponsored Access Firm allows the Execution Specialist to exercise discretion in placing a 

bid, offer or RFQ or otherwise effecting the Swap, the Execution Specialist must exercise 

such discretion subject to the following restrictions:

(i) The Execution Specialist must notify the Participant or Sponsored 

Access Firm prior to exercising discretion in placing a bid, offer or RFQ or 

otherwise effecting the Swap, unless the Participant or Sponsored Access Firm 

has granted permission to take such steps without prior notice; and

(ii) The discretion exercised by the Execution Specialist may take into 

account one or more relevant factors, including liquidity, the size and price of the 

Order or RFQ, the credit arrangements of the parties to the trade (with respect to 

an Uncleared Swap), and the relevant trading strategies and risk considerations of 

the Participant or Sponsored Access Firm issuing the directions.

(b) An Execution Specialist may facilitate trading in Permitted Transactions by 

making known to Participants and Sponsored Access Firms the existence of trading 

interest in a Swap and communicating Orders, RFQs and Indications of Interest among 

Participants and Sponsored Access Firms through the means of Voice Communications. 

If the parties agree to the terms of a transaction, the Execution Specialist shall promptly 

input such terms directly into the Company’s electronic database, but such transaction will 

not be deemed to have been effected pursuant to the Rules, or to create a binding 

obligation between the parties thereto, until it is confirmed by the Company.

(c) A Participant acting as Broker shall be entitled to enter Orders and execute 

transactions on the Trading Platform or pursuant to the Rules on behalf of another 
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Participant or on behalf of a Sponsored Access Firm or Customer where such other 

Participant, Sponsored Access Firm or Customer has so authorized the Broker and notified 

the Company in the form and manner specified by the Company from time to time. A 

Broker that is so authorized may enter any Order, initiate or respond to an RFQ or 

Indication of Interest, submit a Block Trade or Brokered Trade, and enter into a Swap on 

behalf of such Participant, Sponsored Access Firm or Customer. In engaging in any such 

activity, a Broker shall comply with the Rules and be subject to the jurisdiction of the 

Company to the same extent as the Participant, Sponsored Access Firm or Customer for 

which it acts.

(d) A Broker may arrange a Permitted Transaction between two parties that is 

to be submitted to the Company for execution pursuant to the Rules (a “Brokered 

Trade”). The terms of a Brokered Trade must be acknowledged by the parties to the trade 

before it is submitted to the Company by the Broker in a manner prescribed from time to 

time by the Company. A Brokered Trade shall be submitted to the Company as soon as 

technologically practicable after it has been so acknowledged, but will not be deemed to 

have been effected pursuant to the Rules, or to create a binding obligation between the 

parties thereto, until it is received, accepted and confirmed by the Company. The Broker 

may, but is not required to be, a party to such Brokered Trade, but each party must be a 

Participant, Sponsored Access Firm or Customer.

510. Rule Violations

It shall be prohibited for a Person subject to the jurisdiction of the Company to 

violate any Rule of the Company or any agreement made with the Company, or to engage 

in fraud, dishonorable or dishonest conduct, or conduct which is inconsistent with just 

and equitable principles of trade. No Person shall take action or direct another to take 

action based on nonpublic information regarding Orders, however acquired. The mere 

statement of opinions or indications of the price at which a market may open or resume 

trading does not constitute a violation of this Rule.

511. Fraudulent Acts Prohibited

No Person subject to the jurisdiction of the Company shall engage in any 

fraudulent act or any scheme to defraud, deceive, trick or mislead in connection with or 

related to any Company activity.

512. Fictitious or Noncompetitive Transactions Prohibited

No Person subject to the jurisdiction of the Company shall create a fictitious 

transaction or a noncompetitive transaction (except, in the case of a noncompetitive 

transaction, as otherwise authorized by the Rules) or execute such an Order with 

knowledge of its nature.

513. Fraudulent or Misleading Communications

No Person subject to the jurisdiction of the Company shall make any fraudulent or 

misleading communications relating to any transaction in a Swap.
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514. Market Disruption Prohibited

Orders entered into the Trading Platform for the purpose of upsetting the 

equilibrium of the market in any Swap or creating a condition in which prices do not or 

will not reflect fair market values are prohibited, and any Person subject to the 

Company’s jurisdiction who makes or assists in entering any such Order with knowledge 

of its purpose or who, with such knowledge, in any way assists in carrying out any plan 

or scheme for the entering of any such Order shall be deemed to have engaged in an act 

detrimental to the Company.

515. Market Manipulation Prohibited

No Person subject to the jurisdiction of the Company shall manipulate or attempt 

to manipulate the market in any Swap or engage in manipulative or disruptive trading 

practices prohibited by the CEA or CFTC Regulations.

516. Front Running; Disruptive Trading Practices Prohibited

No Person subject to the jurisdiction of the Company shall engage in front 

running or in any trading practice or conduct that constitutes a “disruptive trading 

practice,” as such term is described in Section 4c(a)(5) of the CEA or in interpretive 

guidance issued by the CFTC. A Person shall not be deemed to be violating bids or 

offers, as used in Section 4c(a)(5) of the CEA or in interpretive guidance issued by the 

CFTC, to the extent such Person: (i) initiates or responds to an RFQ in accordance with 

Rule 508, or (ii) enters or executes an Order to buy a Cleared Swap specified for a 

particular DCO at a price that is higher than the lowest available offer or to sell a Cleared 

Swap specified for a particular DCO at a price that is lower than the highest available bid, 

if such lower offer or higher bid is for a Swap that is not a Cleared Swap or for a Cleared 

Swap that is to be cleared by another DCO.

517. Adherence to Law

No Person subject to the jurisdiction of the Company shall engage in conduct in 

violation of the Rules or the rules of the Derivatives Clearing Organization (insofar as the 

rules of the DCO relate to the reporting or clearance of any transaction in Swaps).

518. Good Faith Bids and Offers

No Person subject to the jurisdiction of the Company shall knowingly enter, or 

cause to be entered, bids or offers into the Trading Platform other than in good faith for 

the purpose of executing bona fide transactions.

519. Disciplinary Procedures

All access denials, suspensions, expulsions and other restrictions imposed upon a 

Person by the Company pursuant to Company disciplinary procedures shall restrict, with 

equal force and effect, access to, and use of, the Trading Platform.
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520. Package Transactions

The Company may from time to time issue a notice to Participants that provides

for alternate execution methods for Package Transactions. Any such notice shall be 

submitted to the CFTC pursuant to Part 40 of the CFTC Regulations and published on the 

Company’s website. Unless otherwise specified in the notice to Participants, each 

Package Transaction may be effected by any means of interstate commerce, including, 

but not limited to, (i) in the Order Book pursuant to Rule 505, (ii) through a Request for 

Quote pursuant to Rule 508, (iii) as a voice-executed trade or a Brokered Trade pursuant 

to Rule 509 or (iv) as a Block Trade pursuant to Rule 601. Unless otherwise specified in 

the notice to Participants, such a Package Transaction shall not be deemed to be a 

Required Transaction for purposes of this Chapter 5 (other than Rules 535 and 536).

521. Prohibition of Misstatements

No Person subject to the jurisdiction of the Company shall make any knowing 

misstatement of a material fact to the Company, any Company Official, or any committee 

or Company panel.

522. Acts Detrimental to Company Prohibited

No Person subject to the jurisdiction of the Company shall engage in any act that 

is detrimental to the Company’s operations or self-regulatory function or the Company’s 

ability to enforce its Rules. No Person subject to the jurisdiction of the Company shall 

access the Trading Platform in any way which could be expected to bring disrepute upon 

such Person or the Company. Without limiting the generality of the foregoing, it shall be 

deemed an act detrimental to the Company to (i) permit unauthorized use of the Trading 

Platform; (ii) assist any Person in obtaining unauthorized access to the Trading Platform; 

(iii) trade on the Trading Platform without an agreement and an established account with 

a Clearing Firm (with the exception of Uncleared Swaps); (iv) alter the equipment 

associated with the Trading Platform (except with the Company’s consent); (v) interfere 

with the operation of the Trading Platform; (vi) intercept or interfere with information 

provided thereby; or (vii) in any way use the Trading Platform in a manner contrary to 

the Rules.

523. Supervision

A Participant shall establish, maintain and administer supervisory procedures that 

are reasonably designed to monitor the compliance of its Sponsored Access Firms and 

Registered Traders with the Rules, and such Participant may be held accountable for the 

actions of such Sponsored Access Firms and Registered Traders.

524. Liquidity Provider Programs

The Company, in order to provide liquidity and orderliness in a market, may from 

time to time adopt programs granting one or more Participants, designated as Liquidity 

Providers, benefits in return for assuming and adequately performing obligations. Any 

such program may contain:
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(a) The qualifications to become a Liquidity Provider, including without 

limitation any minimum net capital requirements;

(b) The procedure by which a Participant may seek and receive designation as 

a Liquidity Provider;

(c) The obligations of a Liquidity Provider, including without limitation, 

maximum bid/offer spread and minimum quote size; and/or

(d) The benefits accruing to a Liquidity Provider, including without limitation, 

reduced transaction fees and/or the receipt of compensatory payments from the Company.

525. Responsibility for Customer Orders

(a) A Participant or Sponsored Access Firm who inadvertently fails to execute 

a Customer Order at the time it should have been executed may, upon discovery of such 

error or omission, execute such Order at the best obtainable price. Unless the Customer 

that has placed the Order agrees otherwise, such Order shall be executed as promptly as 

practicable and shall be reported to the Customer at the price at which actually executed. 

A Participant or Sponsored Access Firm may not adjust the price at which an Order was 

executed. A Participant or Sponsored Access Firm that agrees to compensate a Customer 

for such an error shall document all such payments, including the amount of any payment 

and the reason therefor. Such records must be provided to the Company upon request.

(b) A Participant or Sponsored Access Firm may execute an Order to rectify an 

error as provided in paragraph (a) without prior instructions from the Customer, but this 

Rule 525 shall not be construed to contravene any instructions received from a Customer 

respecting any such Order prior to its execution.

526. Withholding of Customer Orders Prohibited

No Participant or Sponsored Access Firm shall withhold or withdraw from the 

market any Customer Order, or any part of an Order, for the benefit of any Person other 

than the Customer for whom the Participant is placing the Order.

527. Priority of Customer Orders

(a) No Participant or Sponsored Access Firm shall knowingly enter an Order 

into the Trading Platform for its own account, an account in which it has a direct or 

indirect financial interest, or an account over which it has discretionary trading authority, 

including, without limitation, an Order allowing discretion as to time and price, when such 

Participant or Sponsored Access Firm is in possession of a Customer Order that can be but 

has not been submitted to the Trading Platform.

(b) For purposes of this Rule 527, a Participant or Sponsored Access Firm will 

not be deemed to knowingly buy or sell a Swap or execute a discretionary Order if (i) such 

Participant or Sponsored Access Firm is a corporate or other legal entity consisting of 

more than one individual trader, (ii) such Participant or Sponsored Access Firm has in 
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place appropriate “firewalls” or separation of function procedures, and (iii) the Registered 

Trader buying or selling the Swap or executing the discretionary Order in question has no 

direct knowledge of the Order to buy or sell the same Swap for any other Person at the 

same price or at the market price or of the Customer Order for the same Swap, as the case 

may be.

(c) Nothing in this Rule 527 limits the ability of an “eligible account manager” 

to bunch Orders in accordance with CFTC Regulation 1.35(b)(5).

528. Trading Against Customer Orders

(a) General Prohibition. No Participant or Sponsored Access Firm in 

possession of a Customer Order shall knowingly take, directly or indirectly, the opposite 

side of such Order for its own account, an account in which it has a direct or indirect 

financial interest, or an account over which it has discretionary trading authority.

(b) Exceptions. The foregoing restriction does not prohibit permissible 

Pre-Execution Communications conducted in accordance with Rule 533(b) and shall not 

apply to the following:

(i) Transactions executed pursuant to Rule 601;

(ii) A trade knowingly made by a Participant or Sponsored Access 

Firm in the Order Book against a Customer Order for its own account, an account 

in which it has a direct or indirect financial interest, or an account over which it 

has discretionary trading authority if, in any such case, the Customer Order has 

first been exposed in the Order Book for a minimum of fifteen seconds; or

(iii) Permitted Transactions.

529. Simultaneous Buying and Selling Orders

(a) Opposite Orders for different beneficial owners that are simultaneously 

placed by a Participant or Sponsored Access Firm with discretion (including time and 

price discretion) over both accounts may be entered into the Trading Platform, as long as 

one Order is exposed for a minimum of fifteen seconds.

(b) Independently initiated Orders on opposite sides of the market for different 

beneficial account owners that are immediately executable against each other may be 

entered without delay provided that the Orders did not involve Pre-Execution 

Communications.

(c) This Rule 529 shall not apply to Permitted Transactions.

530. Disclosing Orders Prohibited

Except as permitted by Rule 533(b), no Participant or Sponsored Access Firm 

shall disclose an Order to buy or sell, except to a designated Company Official or the 
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CFTC or as necessary to efficiently execute the Order, and no Participant or Sponsored 

Access Firm shall solicit or induce another Person to disclose Order information.

531. Wash Sales Prohibited

No Person shall buy and sell a Swap, place or accept buy and sell Orders in the 

same Swap, or knowingly execute or accommodate the execution of such Orders 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 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.

532. Modification and Cancellation of Orders and RFQs

Any Order or RFQ may be modified or cancelled unless and until it has been 

executed or has expired. In the case of an Order, any such modification or cancellation 

requires that a modification Order or cancellation Order, as the case may be, be entered 

into the Trading Platform. In the case of an RFQ, any such modification or cancellation 

requires that directions to modify or cancel the RFQ, as the case may be, be entered into 

the Trading Platform. Such modification or cancellation of an Order or direction to 

modify or cancel an RFQ will become effective upon its receipt by the Trading Platform

(including, for this purpose, at the time it is entered into the Trading Platform by an 

Execution Specialist). Open Orders and RFQs automatically expire (i) at the end of 

Trading Hours, (ii) in the case of a failure of the Trading Platform affecting trading in the 

Swap that was the subject of the Order or RFQ, or (iii) in the event of any other 

unscheduled suspension or curtailment of trading in such Swap.

533. Money Passing, Prearranged, Pre-Negotiated and Noncompetitive Trades 

Prohibited

(a) No Person shall prearrange or pre-negotiate any purchase or sale or 

noncompetitively execute any Order, except as provided in paragraph (b) below. The 

foregoing restriction shall not apply to Block Trades effected pursuant to Rule 601 or to 

Permitted Transactions.

(b) Participants, Sponsored Access Firms, Registered Traders and Customers 

may engage in Pre-Execution Communications with regard to Required Transactions 

executed or to be executed in the Order Book if one party (the first party) wishes to be 

assured that a contra party (the second party) will take the opposite side of the first party’s 

Order, subject to the following restrictions:

(i) A party may not engage in Pre-Execution Communications with 

other market participants on behalf of another party unless the party for whose 

benefit the trade is being made has previously consented to permit such 

communications.
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(ii) Parties to Pre-Execution Communications shall not disclose to a 

non-party the details of such communications or enter an Order to take advantage 

of information conveyed during such communications except in accordance with 

this Rule.

(iii) One party’s Order must be entered into the Order Book and the 

other party’s Order may not be entered into the Order Book until a period of 

fifteen seconds has elapsed from the time entry of the first Order.

As used in this Rule 533(b), “Pre-Execution Communication” means communications 

between two Participants, Sponsored Access Firms, Registered Traders or Customers for 

the purpose of discerning interest in the execution of a transaction prior to the entry of an 

Order with respect to such transaction, which shall include any discussion of the size, 

side of the market or price of an Order or potentially forthcoming Order.

(c) No Person may enter Orders 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.”

534. Discretionary Orders

No Participant or Sponsored Access Firm shall submit a discretionary Order to the 

Trading Platform for the account of another Person without the prior specific written 

consent of such other Person to the exercise of such discretion. An Order that gives a 

Participant or Sponsored Access Firm solely time and price discretion shall not be subject 

to this Rule.

535. Position Limits; Exemptions

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

Company shall adopt for each Swap, as is necessary and appropriate, position limitations 

or position accountability levels for speculators. Where the CFTC has established a 

position limit for any Swap, the position limit established by the Company shall apply 

only with respect to Swaps effected on the Trading Platform and shall be the same as the 

limit established by the CFTC.

(b) A Person intending to exceed position limits, including limits established 

pursuant to a previously approved exemption, must apply to the Compliance Department 

and receive approval therefor 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 Company shall, on the basis of the application and any requested 

supplemental information, determine whether an exemption from position limits shall be 
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granted. The Company may approve, deny, condition or limit any exemption request 

based on factors deemed by the Company to be relevant, including, but not limited to, the 

applicant’s business needs and financial status, as well as whether the positions can be 

established and liquidated in an orderly manner. A Person that has received an exemption 

from position limits pursuant to this Rule 535 shall be deemed to have agreed:

(i) to comply with all terms, conditions or limitations imposed by the 

Company with respect to the exemption;

(ii) that the Company may modify or revoke the exemption at any 

time;

(iii) to initiate and liquidate positions in an orderly manner; and

(iv) to promptly submit a supplemental statement to the Company 

whenever there is a material change to the information provided in the most 

recent application.

(d) A Participant or Sponsored Access Firm shall not be in violation of this 

Rule if it carries positions for its Customers in excess of the applicable position limits for 

such reasonable period of time as the firm may require to discover and liquidate the 

excess positions. For the purposes of this Rule, a reasonable period of time shall generally 

not exceed one Business Day. A Customer who exceeds the position limits as a result of 

maintaining positions at more than one Participant or Sponsored Access Firm shall be 

deemed to have waived confidentiality regarding his positions and the identity of the 

Clearing Firm(s) at which they are maintained. A Participant or Sponsored Access Firm 

carrying such positions shall not be in violation of this Rule if, upon notification by the 

Company, it liquidates its pro-rata share of the position in excess of the limits or otherwise 

ensures the Customer is in compliance with the limits within a reasonable period of time.

(e) Nothing in this Rule 535 shall in any way limit:

(i) the authority of the Company to take emergency action; or

(ii) the authority of the Company to review at any time any position 

owned or controlled by any Person and to direct that such position be reduced to 

the applicable position limit.

(f) A Person who has received written authorization from the Company for an 

exemption from position limits must annually file an updated application on or before the 

date that is one year following the approval date of the most recent application. Failure to 

file an updated application shall result in expiration of the exemption.

(g) No Person shall exceed position limits that may be established by the 

Company, unless an exemption is granted by the Company. Any Person making a bid or 

offer that would, if accepted, cause such person to exceed the applicable position limits 

shall be in violation of this Rule.
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(h) For Required Transactions, the Company will enforce position limits only 

for Swaps executed on or pursuant to the Rules. For Permitted Transactions, the 

Company will demonstrate compliance with CFTC Regulation 37.600 by sending the 

CFTC a list of Permitted Transactions traded on or pursuant to the Rules.

536. Position Accountability

(a) The Company shall establish position accountability levels for 

Required Transactions unless the Company has previously established position limits 

pursuant to Rule 535. A Person who holds or controls aggregate positions in excess of 

position accountability levels shall:

(i) provide, in a timely manner upon request by the Company, 

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

information, if applicable;

(ii) be deemed to have consented, when so ordered by the Company, 

not to further increase the positions which exceed such position accountability 

levels; and

(iii) initiate and/or liquidate such positions in an orderly manner.

(b) For purposes of this Rule 536, all positions in accounts for which a Person, 

by power of attorney or otherwise, directly or indirectly controls trading shall be included 

with the positions held by such Person. The provisions of this Rule shall apply to 

positions held by two or more Persons acting pursuant to an expressed or implied 

agreement or understanding, the same as if the positions were held by or the trading of the 

positions was controlled by a single Person.

537. Aggregation of Positions

For purposes of Rule 535 and Rule 536, positions in Swaps shall be aggregated in 

accordance with CFTC Regulations.

538. Trade Cancellations and Adjustments

(a) Cancellations and Price Adjustments. The Company may cancel or adjust 

the price of any trade as provided in this Rule 538. All decisions of the Company to 

cancel or adjust a trade, or to decline to cancel or adjust a trade, shall be final. All 

determinations of the Company regarding the cancellation of trades or the adjustment of 

prices shall, subject to paragraph (f), be final and the Company shall not have any liability 

for losses arising out of determinations made by the Company pursuant to this Rule, 

notwithstanding the limitations on liability otherwise set forth in Rule 914.

(b) Determination to Review a Trade. The Company may determine to review 

a trade based on its independent analysis of market activity or upon request for review by 

a user of the Trading Platform. A request for review must be made within 15 minutes of 

the execution of the trade, and the Company shall determine whether to review a trade 
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promptly after a such request has been received. In the absence of a timely request for 

review, during volatile market conditions, upon the release of significant news, or in any 

other circumstance in which the Company deems it to be appropriate, the Company may 

determine, in its sole discretion, that a trade shall not be subject to review. Upon deciding 

to review a trade, the Company will promptly issue an alert to involved Participants and 

Sponsored Access Firms via the Trading Platform or electronic mail indicating that the 

trade is under review. If the Company accepts a request for review, the Company shall 

complete such review within one Business Day after it accepts such request unless it 

notifies involved Participants and Sponsored Access Firms that it is unable to complete its 

review during this time period.

(c) Review of Trades.

(i) In reviewing a trade, the Company will first determine whether the 

price of the trade is in the Non-Reviewable Range. For purpose of this Rule 538, 

“Non-Reviewable Range” means, with respect to a Swap, any price that is not 

more than 10% higher or lower than the most recent price of: (A) a transaction in 

such Swap effected pursuant to the Rules, other than a Block Trade or the Swap 

that is under review; (B) if the Swap is a Cleared Swap, the settlement price 

established therefor by a Derivatives Clearing Organization; or (C) if the prices 

described in clauses (A) and (B) occurred more than one Business Day before the 

date of the Swap that is being reviewed, the price for such Swap or an 

economically equivalent swap most recently reported by a Swap Data Repository. 

If the Company determines that the price of a trade is inside the Non-Reviewable 

Range, the Company will issue an alert indicating that the trade shall stand as 

executed.

(ii) If the Company determines that the price of a trade is outside the 

Non-Reviewable Range, the Company shall have the right, in its sole discretion, 

to cancel or adjust the price of such trade if it believes that allowing the trade or 

trades to stand as executed could have a material, adverse effect on the integrity 

of the market or is necessary to mitigate market disrupting events caused by the 

improper or erroneous use of the Trading Platform or by system defects. A 

decision by the Company to cancel or adjust the price of a trade will be made as 

soon as practicable, and the Company shall notify Participants, Sponsored Access 

Firms, the Swap Data Repository and, if applicable, the Derivatives Clearing 

Organization of any such decision. The Company may consider any relevant 

information, including, but not limited to, the last trade price of the Swap or a 

better bid or offer, a more recent price for a different maturity date, the price of 

the same or related Swap established in another venue or another market, the 

market conditions at the time of the trade, Indications of Interest, and responses to 

an RFQ.

(d) Liability for Losses Resulting from Price Adjustment or Cancelled Trade.

(i) Cancelled Trades. A Person responsible for an Order that results 

in a cancelled trade may be liable for the reasonable out-of-pocket losses incurred 
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by Persons whose trades were cancelled. Issues of liability in such cases will be 

determined in accordance with the arbitration procedures specified in Chapter 8.

(ii) Price-Adjusted Trades. A Person responsible for an Order that 

results in a trade price adjustment shall generally not be liable for losses, other 

than the price adjustment, incurred by Persons whose trade prices were adjusted. 

A claim for a loss pursuant to this subparagraph (ii) must be submitted to the 

Company, on the form provided by the Company for such purpose, within 

five Business Days of the price-adjusted trade giving rise to the claim. The 

Company shall reject any claim that is not permitted by this Rule 538 and such 

determination shall be final. All claims that are not rejected by the Company 

shall be forwarded to the party responsible for the Order(s) that resulted in the 

price adjustment. Such party shall, within ten Business Days of receipt of the 

claim, admit or deny responsibility in whole or in part, but the liability for losses 

for a single incident shall be limited to $500,000. To the extent that liability is 

admitted, payment shall be made within ten Business Days. If liability is 

admitted but the total claims exceed $500,000, the claims shall be reduced pro 

rata so that the total payment does not exceed $500,000. To the extent that 

liability is denied, the claims shall be submitted to arbitration in accordance with 

Chapter 8 of these Rules.

(e) Trade Cancellation Procedures. Upon a determination by the Company 

that a trade shall be cancelled or that trade prices shall be adjusted, that decision will be 

implemented. The cancelled trade price and any price quotes that have been adjusted will 

be reflected as cancelled in the Company’s official records and shall be reported by the 

Company to the Swap Data Repository.

(f) Alternative Resolution by Agreement of Parties.

(i) With the approval of the Company, parties to a trade that is under 

review or that has had its price adjusted may instead mutually agree to cancel or 

to adjust the price of the trade.

(ii) With the approval of the Company, parties to a trade that is 

canceled may instead mutually agree to adjust the price of such trade to a price 

within the Non-Reviewable Range.

(iii) Subject to clauses (i) and (ii), parties to a trade that is canceled or 

that has had its price adjusted may mutually agree to a cash adjustment.

(iv) Any cancellation or adjustment made pursuant to this paragraph (f)

shall be reported immediately by the parties to the Company, which shall report 

such cancellation or adjustment to the Swap Data Repository. The parties shall 

maintain a record of such cancellation or adjustment, including a record of their 

report of the same to the Company.
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539. 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 (or some or all of their 

Sponsored Access Firm and/or Registered Traders) in order to safeguard the security or 

operations of the Company, or to preserve market integrity, fair and orderly trading, or if 

otherwise in the public interest.

540. Swap Data Reporting

(a) For each Swap, the Company will transmit Reportable Swap Data, pursuant 

to Parts 43 and 45 of CFTC Regulations, to a Swap Data Repository registered in respect 

of such class of Swaps as soon as technologically practicable following execution. Prior 

to the public dissemination of Swap Transaction and Pricing Data for a Swap, the 

Company may provide such information to Participants, Sponsored Access Firms and 

Registered Traders on a non-discriminatory basis no earlier than the time it transmits such 

information to a Swap Data Repository and in a form that does not disclose the identities, 

or otherwise facilitate identification, of the parties to the Swap. Nothing in this Rule 540

shall prohibit the Company from disclosing to the counterparties to an executed trade, the 

price, size or other material terms of their executed transaction prior to transmittal of such 

information to a Swap Data Repository.

(b) The Reporting Counterparty for each Swap executed pursuant to the Rules 

shall be established pursuant to CFTC Regulation 45.8. If both counterparties to a Swap 

executed pursuant to the Rules are equal in the hierarchy (for example, both are swap 

dealers), the Reporting Counterparty for such Swap shall be determined in accordance 

with the ISDA Dodd Frank Act - Swap Transaction Reporting Party Requirements 

(version April 2, 2015 or such successor version as may be adopted from time to time), the 

relevant portion of which is attached hereto as Appendix C and incorporated by reference 

into these Rules.

(c) As provided in Appendix B and incorporated by reference into these Rules, 

the Company has designated the Swap Data Repository to which it will report Reportable 

Swap Data with respect to each class of Swaps.

(d) Each Participant and Sponsored Access Firm: (i) authorizes the Company 

to send Reportable Swap Data (including any corrections of errors or omissions related 

thereto) on its behalf and, if applicable, on behalf of its Customers to the relevant Swap 

Data Repository and agrees to take all such actions as are deemed necessary or required by 

such Swap Data Repository to facilitate or confirm such authorization; and (ii) consents to 

the maintenance of such Reportable Swap Data (including such corrections of errors or 

omissions) by the relevant Swap Data Repository.

(e) Notwithstanding anything to the contrary herein, the Company’s 

obligations under this Rule may be modified by, and may be subject to, no-action letters or 

interpretive guidance issued by the CFTC with respect to the matters set forth above.
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541. Errors; Correction or Cancellation of Transaction Data

(a) Participants and Sponsored Access Firms that become aware of an error or 

omission in Reportable Swap Data for a Swap shall promptly submit corrected data to the 

Company and, if the error or omission relates to a Block Trade, the counterparty to such 

Block Trade.

(b) If a Participant or Sponsored Access Firm believes that an Order or RFQ 

was incorrectly displayed, executed and/or reported, it may request review of the Order, 

RFQ or any resulting transaction. Upon receipt of such a request for review, the Company 

will review its records to determine if the Order or RFQ was correctly displayed and/or 

executed by the Trading Platform including, if relevant, whether the Order or RFQ was 

correctly input by an Execution Specialist. If, as a result of that review, the Company 

determines that a mistake occurred as a result of a malfunction in the Trading Platform or 

as a result of an error by an Execution Specialist, the transaction will be canceled or 

adjusted, as appropriate, but the Company shall not be liable therefor except as provided 

in Rule 914. The Company will document in writing all requests for review, the time and 

manner in which it reviewed its electronic audit trail and other information in response to 

the request, the outcome of that review, and any action taken by the Company in response 

to that review.

(c) A decision by the Company to cancel or adjust the price of a trade will be 

made as soon as practicable, and the Company shall notify Participants, Sponsored Access 

Firms and the Swap Data Repository of any such decision.

(d) The Company will not submit or agree to submit a correction or 

cancellation for the purpose of re-reporting Swap Transaction and Pricing Data in order to 

gain or extend a delay in public dissemination of accurate Swap Transaction and Pricing 

Data or to otherwise evade the reporting obligations in Part 43 of CFTC Regulations.
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CHAPTER 6

BLOCK TRADES

601. Block Trades

(a) Except as may otherwise be permitted by CFTC Regulations or interpretive 

guidance issued by the CFTC and effected on the Trading Platform pursuant to paragraph

(h), Block Trades may be effected in Swaps listed for trading by the Company away from 

the Trading Platform but otherwise pursuant to the Rules.

(b) The parties to a Block Trade must be Eligible Contract Participants, and a

Block Trade must be in a notional or principal amount that is equal to or in excess of the 

appropriate minimum block size for such Swap as set forth in CFTC Regulation 43.6

(including, as applicable, any currency conversion in accordance with CFTC 

Regulation 43.6(h)(4)) and Appendix F to Part 43 of CFTC Regulations.

(c) A Participant or Sponsored Access Firm must receive written instructions 

from a Customer or obtain the Customer’s prior written consent before entering into a 

Block Trade with that Customer.

(d) Except as may otherwise be permitted by CFTC Regulation 43.6(h)(6), 

Participants shall not aggregate Orders for different accounts to achieve the minimum 

block size or the cap size requirement.

(e) The price at which a Block Trade is executed must be fair and reasonable 

in light of (i) the size of the Block Trade, (ii) the prices and sizes of other transactions in 

the same contract at the relevant time, (iii) the prices and sizes of transactions in other 

relevant markets, including the related swap markets, at the relevant time, and (iv) the 

circumstances of the markets or the parties to the Block Trade.

(f) If the counterparties to a Swap effect a transaction that is intended to be a

Block Trade that is entered into pursuant to the Rules, the counterparties must notify the 

Company of this election. The Reporting Counterparty to a Block Trade must ensure that 

each Block Trade is submitted to the Company via an approved submission method as 

soon as technologically practicable after execution, but in no event any later than 10

minutes after the execution. The submission must include the information required by 

Rule 506(b), together with such other information as the Company may require.

(g) Registered Traders and Participants involved in the execution of Block 

Trades must maintain written or electronic records of all such Block Trades, including an 

electronic timestamp reflecting the date and time any such Order was received as well as 

an electronic timestamp reflecting the date and time such Order was executed or cancelled.

(h) As permitted by CFTC No-Action Letter 15-60, expiring November 15, 

2016, a Block Trade in a Cleared Swap may be effected on the Trading Platform by any 

means of interstate commerce, including, but not limited to, (i) through a Request for 

Quote pursuant to Rule 508 or (ii) as a voice-executed trade or a Brokered Trade pursuant 

to Rule 509. Such a Block Trade shall not be deemed to be a Required Transaction for 
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purposes of Chapter 5 (other than Rules 535 and 536). Notwithstanding the foregoing, 

such a Block Trade may not be executed in the Order Book or during a JTT session.
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CHAPTER 7

DISCIPLINE AND ENFORCEMENT

701. General

(a) All Persons within the Company’s jurisdiction are subject to this Chapter 7

if they are alleged to have violated, to have aided and abetted a violation of or to be 

violating any Rule of the Company or any provision of Applicable Law for which the 

Company possesses disciplinary jurisdiction (with the exception of Rule 401(a)(iv) unless 

the Derivatives Clearing Organization has commenced an action or proceeding for a 

violation of its own rules).

(b) Except when the Board reserves responsibility for an inquiry or

investigation to itself or delegates its responsibility to a committee of the Board, the 

Company 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.

(c) The Company may delegate any or all of its powers or responsibilities 

under this Chapter 7 to the Compliance Department, which may take any actions on behalf 

of the Company that the Company is permitted to take hereunder. In the event of any such 

delegation, references to the Company in this Chapter 7 shall be construed to be references 

to the Compliance Department. The Compliance Department will maintain an 

enforcement staff that will effectively and promptly prosecute violations in accordance 

with this Chapter 7. The enforcement staff may not include persons that are associated 

with Participants, Sponsored Access Firms or Registered Traders or persons whose 

interests conflict with their enforcement duties. Further, a member of the enforcement 

staff may not operate under the direction or control of any Person with Trading Privileges. 

Any reference to the Compliance Department in this Chapter 7 shall also be a reference to 

the enforcement staff.

(d) Any member of the Compliance Department must promptly recuse himself 

or herself and notify the Chief Compliance Officer of the recusal if such member has a 

relationship of a type listed in Rule 205(a)(i) with a potential respondent in an 

investigative report.

(e) No member of the staff of the Company 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. No 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 with respect to which the Board member is not a member of the 

relevant Review Panel, Disciplinary Panel or Appeal Panel.
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(f) Upon being served with a notice of charges, the respondent may be 

represented by counsel or any other representative of its choosing, at its own expense, in 

all succeeding stages of the disciplinary process pursuant to this Chapter 7.

(g) Pursuant to this Chapter 7, the Company may hold:

(i) a Participant liable, and impose sanctions against such Participant, 

for such Participant’s own acts and omissions that constitute a violation of 

Applicable Law;

(ii) a Participant liable, and impose sanctions against such Participant, 

for the acts and omissions of each Sponsored Access Firm or Registered Trader 

authorized by, and each other agent or representative of, such Participant that 

constitute a violation of Applicable Law as if such violation were that of the 

Participant;

(iii) a Sponsored Access Firm or Registered Trader liable, and impose 

sanctions against such Person, for such Sponsored Access Firm’s or Registered 

Trader’s own acts and omissions that constitute a violation of Applicable Law; 

and

(iv) a Sponsored Access Firm or Registered Trader liable, and impose 

sanctions against such Person, for the acts and omissions of each agent or 

representative of such Sponsored Access Firm or Registered Trader that constitute 

a violation of Applicable Law as if such violation were that of the Sponsored 

Access Firm or Registered Trader.

(h) The Board shall appoint individuals at the recommendation of the 

Chief Compliance Officer to serve for a term of one year subject to reappointment, 

removal or replacement by the Board, as potential participants on Review Panels, 

Disciplinary Panels and Appeal Panels. The term of an individual selected as a member of 

a Review Panel, Disciplinary Panel or an Appeal Panel will not expire until the relevant 

disciplinary proceedings are complete. No member of the Compliance Department may 

be a member of a Review Panel, Disciplinary Panel or Appeal Panel.

(i) All information, records and documents provided to the Compliance 

Department pursuant to the Rules in this Chapter 7 or to a Review Panel, Disciplinary 

Panel or Appeal Panel, and all deliberations, testimony, information, records, materials 

and documents related thereto, shall be treated as confidential and shall not be disclosed 

except in relation to an inquiry or investigation being conducted by the Compliance 

Department, a hearing or other proceeding pursuant to the Rules in this Chapter 7, or as 

required by Applicable Law.

702. Inquiries and Investigation

(a) The Compliance Department will investigate any matter within the 

Company’s disciplinary jurisdiction that is brought to the attention of the Compliance 

Department. An investigation must be commenced upon the receipt of a request from the 
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CFTC staff or upon the discovery or receipt of information by the Company that, in the 

judgment of the Compliance Department, indicates a reasonable basis for finding that a 

violation has occurred or will occur. The Compliance Department will determine the 

nature and scope of its inquiries and investigations within its sole discretion.

(b) The Compliance Department has the authority to:

(i) initiate and conduct inquiries and investigations;

(ii) prepare investigative reports and make recommendations 

concerning the initiation of disciplinary proceedings; and

(iii) prosecute alleged violations within the Company’s disciplinary 

jurisdiction; and

(iv) represent the Company on appeal from any disciplinary 

proceeding, summary imposition of fines, summary suspension or other summary 

action.

(c) Each Person subject to the Company’s jurisdiction:

(i) is obligated to appear and testify and respond in writing to 

inquiries as required by the Compliance Department in connection with any 

inquiry, investigation, disciplinary proceeding or appeal from a decision in a 

disciplinary proceeding, summary imposition of a fine, summary suspension or 

other summary action by the Company;

(ii) is obligated to produce books, records, papers, documents or other 

tangible evidence in its, his or her possession, custody or control within the time 

period required by the Compliance Department in connection with (A) any Rule 

of the Company; (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 without good cause 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 Compliance Department will maintain a log of all investigations and 

their disposition. Any member of the Compliance Department must promptly recuse 

himself or herself and notify the Chief Compliance Officer of the recusal if such member 

has a relationship of a type listed in Rule 205(a)(i) with a potential respondent named in 

an investigative report. The Compliance Department will prepare a written report of an 

investigation for the Chief Compliance Officer when the evidence gathered during any 

inquiry or investigation forms a reasonable basis to believe that a violation within the 
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Company’s jurisdiction has occurred or is about to occur. Any such written investigation 

report will include the following information:

(i) the reason(s) for initiating the investigation;

(ii) a summary of the complaint, if any;

(iii) all relevant facts and evidence gathered;

(iv) the Compliance Department’s analysis and conclusions; and

(v) the recommendation of the Compliance Department as to whether 

disciplinary action should be pursued.

(b) For each potential respondent, the Compliance Department will 

recommend any one of the following actions:

(i) closing the investigation without further action;

(ii) resolving the investigation through an informal disposition, 

including the issuance of a warning letter; or

(iii) initiating disciplinary proceedings.

(c) If the Compliance Department determines that no reasonable basis exists 

for finding a violation, then the written investigation report will include the following 

information:

(i) the reasons for initiating the investigation;

(ii) a summary of the complaint, if any;

(iii) all relevant facts and evidence gathered;

(iv) the Compliance Department’s analysis and conclusions; and

(v) a copy of any recommended warning letter as well as the 

Participant’s disciplinary history at the Company.

(d) After reviewing the Compliance Department’s written investigation report, 

the Chief Compliance Officer will either:

(i) determine to proceed with the Compliance Department’s 

recommendation to close the investigation without further action, or to resolve the 

investigation through an informal disposition, if such a recommendation has been 

made;
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(ii) forward the investigation report to a Review Panel to determine 

whether further action with respect to the matters discussed therein is warranted; 

or

(iii) determine to proceed with the Compliance Department’s 

recommendation to initiate disciplinary proceedings, if such a recommendation 

has been made.

(e) Each Compliance Department investigation must be completed in a timely 

manner. Absent mitigating factors, a timely manner is no later than 12 months after the 

date that an investigation is opened. Mitigating factors that may reasonably justify an 

investigation taking longer than 12 months to complete include the complexity of the 

investigation, the number of firms or individuals involved as potential wrongdoers, the 

number of potential violations to be investigated, and the volume of documents and data to 

be examined and analyzed.

(f) In addition to any of the actions permitted pursuant to this Rule 703, the 

Compliance Department may issue a warning letter to the potential respondent. Such 

warning letter, if issued, shall not be construed as a penalty or an indication that a finding 

of a violation has been made. No more than one warning letter for the same potential 

violation may be issued to the same potential respondent during any rolling 12-month 

period.

704. Review Panel

(a) The Chief Compliance Officer may, at his or her discretion, convene a 

Review Panel to review an investigation report submitted by the Compliance Department 

to determine whether (i) a reasonable basis exists to believe that a violation of the Rules 

has occurred, and (ii) commencing disciplinary proceedings in respect of such potential 

violation is warranted. The chairman of the Review Panel shall be appointed by the Chief 

Compliance Officer.

(b) The Review Panel will review the completed investigation report promptly 

after receipt thereof and, within 20 days of such receipt, take one of the following actions:

(i) If the Review Panel determines that additional investigation or 

evidence is needed, the Review Panel shall promptly direct the Compliance 

Department to conduct such further investigation;

(ii) If the Review Panel determines that no reasonable basis exists for 

finding a violation or that prosecution is otherwise unwarranted, the Review Panel 

may direct that no further action be taken. Such determination must be in writing, 

and must include a written statement setting forth the facts and analysis 

supporting the decision; or

(iii) If the Review Panel determines that a reasonable basis exists for 

finding a violation and adjudication is warranted, it must direct that the person or 

entity alleged to have committed the violation be served with a notice of charges.
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(c) Any member of the Review Panel must promptly recuse himself or herself 

and notify the Chief Regulatory Officer of the recusal if such member has a relationship of 

a type listed in Rule 205(a)(i) with a potential respondent in an investigative report.

(d) The Review Panel shall be comprised of three individuals, at least one of 

whom would qualify to serve as a Public Director in accordance with Rule 201(d). In 

forming a Review Panel, the Chief Compliance Officer shall draw panel members from 

the individuals appointed by the Board as potential members of Review Panels. A Review 

Panel shall be comprised of individuals with sufficiently different membership interests so 

as to ensure fairness and to prevent special treatment or preference for any person in the 

conduct of the Review Panel’s responsibilities. No group or class of Participants may 

dominate or exercise disproportionate influence on a Review Panel, and no member of the 

Review Panel may participate in deliberations or voting on any matter in which he or she 

has a financial, personal or other direct interest. A Review Panel may not include any 

person involved in adjudicating any other stage of the same proceeding. If a vacancy shall 

occur on a Review Panel after it has begun its proceedings, the remaining members shall 

complete consideration and disposition of the matter. Once a Review Panel has 

determined the matter for which it was appointed and has notified the Chief Compliance 

Officer in writing of its decision, it shall be dissolved automatically. The Regulatory 

Oversight Committee may, at any time, remove any member of a Review Panel for cause.

705. Notice of Charges

(a) If the Chief Compliance Officer or Review Panel authorizes the initiation 

of disciplinary proceedings, the Compliance Department will prepare, and serve in 

accordance with Rule 707, a notice of charges.

(b) A notice of charges must:

(i) adequately state the acts, practices or conduct that the respondent 

is alleged to have engaged in;

(ii) state the Rule(s) or provision(s) of Applicable Law alleged to have 

been violated or about to be violated;

(iii) advise the respondent of its right to a hearing;

(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 a failure to answer or to expressly deny 

a charge may be deemed to be an admission of such charge.
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(c) Upon being served with a notice of charges, the respondent has the right to 

be represented by legal counsel or any other representative of its choosing in all 

succeeding stages of the disciplinary proceedings, other than a Board member, Director, 

member of an applicable Disciplinary Panel, Company employee or other person 

substantially related to the underlying investigation.

706. Answer to Notice of Charges

(a) If the respondent determines to answer a notice of charges, the respondent 

must file a written answer within 20 days after being served with such notice, or within 

such later time period determined appropriate by the Chairman of the Disciplinary Panel.

(b) To answer a notice of charges, the respondent must in writing:

(i) specify the allegations that the respondent denies or admits;

(ii) specify the allegations that the respondent does not have sufficient 

information to either deny or admit;

(iii) specify any specific facts that contradict the notice of charges;

(iv) specify any affirmative defenses to the notice of charges; and

(v) sign and serve the answer on the Disciplinary Panel.

(c) Any failure by the respondent to timely serve a written 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 or expressly deny one or more allegations in a notice 

of charges will be deemed to be an admission of that allegation or those allegations. A 

general denial by the respondent, without more, will not satisfy the foregoing 

requirements.

(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 each such violation. The 

Disciplinary Panel shall promptly notify the respondent in writing of any sanction to be 

imposed pursuant to this Rule 706(d) and advise the respondent that it may request a 

hearing on such sanction within the time period specified in the notice. The failure to 

request such a hearing within such time period shall be deemed to constitute an acceptance 

of such sanction. Any hearing pursuant to this Rule 706(d) shall be concerned only with 

the sanction(s) imposed by the Disciplinary Panel pursuant to this Rule 706(d).

707. Service of Notice

Any notice of charges or other documents contemplated to be served pursuant to 

this Chapter 7 may be served upon the respondent either personally or by leaving the 

same at the respondent’s place of business during business hours, or by deposit with the 

United States post office, postage prepaid via registered or certified mail, or by overnight 
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delivery, addressed to the respondent at the respondent’s last known place of business or 

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

708. Settlements

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

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

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

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

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

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

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

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

imposed under such offer of settlement.

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

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

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

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

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

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

where Customer harm is demonstrated. Should an offer of settlement be accepted by the 

Disciplinary Panel without the agreement of the Compliance Department, such written 

decision must adequately support the Disciplinary Panel’s acceptance of the settlement. If 

applicable, such written decision must also include a statement that the respondent has 

accepted the sanctions imposed without either admitting or denying the Rule violations.

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

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

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

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

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

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

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

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

disciplinary proceedings.

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

respondent of all rights to appeal or otherwise challenge or contest the validity of the 

settlement offer.

709. Disciplinary Panel

(a) The Chief Compliance Officer will appoint a Disciplinary Panel to conduct 

hearings in connection with any disciplinary proceedings authorized by the 
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Chief Compliance Officer or a Review Panel to make findings and impose sanctions 

pursuant to this Chapter 7.

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

of whom would qualify to serve as a Public Director in accordance with Rule 201(d). In 

forming a Disciplinary Panel, the Chief Compliance Officer shall draw panel members 

from the individuals appointed by the Board as potential members of Disciplinary Panels. 

The chairman of the Disciplinary Panel shall be appointed by the Chief Compliance 

Officer. A Disciplinary Panel shall be comprised of individuals with sufficiently different

membership interests so as to ensure fairness and to prevent special treatment or 

preference for any person in the conduct of the Disciplinary Panel’s responsibilities. No 

group or class of Participants may dominate or exercise disproportionate influence on a 

Disciplinary Panel, and no member of the Disciplinary Panel may participate in 

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

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

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

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

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

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

dissolved automatically. The Board may, at any time, remove any member of a 

Disciplinary Panel for cause.

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

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

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

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

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

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

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

Company will document any instances where its actions differ from those recommended 

by the Regulatory Services Provider.

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

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

Disciplinary Panel for the reasons identified in Rule 205(a)(i) or for any other reasonable 

grounds, by serving written notice on the Company’s General Counsel and providing a 

copy thereof to the Disciplinary Panel. By not timely filing a request for disqualification, 

the respondent will be deemed to have waived any objection to the composition of a 

Disciplinary Panel. The general counsel will decide the merits of any request for 

disqualification within his or her sole discretion. Any such decision will be final and not 

subject to appeal.

710. Convening Hearings of Disciplinary Proceedings

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

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

hearing will be conducted privately and confidentially unless the Disciplinary Panel 
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decides that the hearing, or any part of it, should be held in public after giving each 

respondent the opportunity to present its, his or her views on holding a public hearing. 

Notwithstanding the confidentiality of hearings, a 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 disciplinary proceedings with respect to such 

respondent. Parties to a disciplinary proceeding include each respondent and the 

Compliance Department. The hearing shall be conducted before members of the 

Disciplinary Panel.

(c) The chairman of the Disciplinary Panel may continue, adjourn or otherwise 

conduct the hearing as he or she may deem appropriate. The chairman of the Disciplinary 

Panel will determine all procedural and evidentiary matters, including any pre-hearing 

motions and 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; nevertheless, the procedures for the 

hearing may not be so informal as to deny a fair hearing. Once admitted during the 

hearing, the Disciplinary Panel may consider, and attach the weight it believes appropriate 

to, evidence or other materials. The Company 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) above and Rule 711, unless each 

respondent otherwise consents, the entire Disciplinary Panel must be present (either in 

person or telephonically) during the entire hearing and any related deliberations.

711. Respondent’s Review of Evidence

(a) Prior to the commencement of a hearing, each respondent will be given the 

opportunity to review all books, records, documents, papers, transcripts of testimony and 

other evidence in the possession or under the control of the Company that the Compliance 

Department 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 those charges. 

Notwithstanding the foregoing, no respondent will have the right to review, and the 

Company will have no obligation to disclose, any information that is (i) protected by 

attorney-client privilege or the work product doctrine; (ii) was prepared by the 

Compliance Department or an employee of the Company but will not be offered in 

evidence in the disciplinary proceedings; (iii) may disclose a technique or guideline used 

in examinations, investigations or enforcement proceedings; or (iv) discloses the identity 

of a confidential source.

(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 Compliance Department, the Compliance 
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Department may redact, edit or code such information before furnishing it to the 

respondent.

(c) Notwithstanding anything in paragraph (b) above to the contrary, the 

Compliance Department:

(i) will not redact, edit or code competitive or investigative 

information contained in documents in a manner that would 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 Compliance Department intends to rely on to 

support the allegations or proposed sanctions in the notice of charges or that are 

relevant to those charges.

(d) For purposes of this Rule 711, information that could adversely affect 

competitive positions includes positions in Swaps currently held, trading strategies 

employed in establishing or liquidating positions, the identity of Customers, and the 

personal finances of the Person providing the information.

(e) Unless indicated otherwise by the chairman of the Disciplinary Panel, all 

such requests for access to information identified in Rule 711(a) must be made not less 

than ten days prior to the scheduled hearing date.

712. Conducting Hearings of Disciplinary Proceedings

(a) At a hearing conducted with a Disciplinary Panel, the 

Compliance Department will present its case supporting the allegations and proposed 

sanctions in the notice of charges to the Disciplinary Panel. The respondent is entitled to 

appear personally and participate in the hearing.

(b) At a hearing conducted with a Disciplinary Panel, the 

Compliance Department and each respondent may:

(i) present evidence and facts deemed relevant and admissible by the 

chairman of the Disciplinary Panel;

(ii) call and examine witnesses (including, but not limited to, 

employees or agents of the Company that form part of the Compliance 

Department); and

(iii) cross-examine witnesses called by other parties.

(c) If a respondent has failed to timely file a written answer to a notice of 

charges but appears at the hearing, the respondent may not participate in the hearing 

(except for a hearing pursuant to Rule 706(d)) unless the Disciplinary Panel determines 

that the respondent had a compelling reason for failing to timely file an answer. If the 
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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 a written answer in accordance with Rule 706.

(d) Any person entitled, required, or called upon to attend a hearing before a 

Disciplinary Panel pursuant to paragraph (b)(ii) above 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 persons within its jurisdiction 

that are called as witnesses to appear at the hearing and produce evidence, and 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, or is about to violate, 

a Rule of the Company 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 706. In connection with considering apparent violations pursuant to 

this paragraph (e), the Disciplinary Panel may request that the Compliance Department 

provide the Disciplinary Panel with any additional information.

(f) The Disciplinary Panel may summarily impose sanctions on any Person 

within the Company’s jurisdiction whose actions impede 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, and a copy of such recordings shall become a part of the 

record of such proceedings. The record shall be transcribed if the decision of the 

Disciplinary Panel is appealed pursuant to Rule 716, appealed pursuant to section 8c of the 

CEA or Part 9 of CFTC Regulations, or otherwise at the request of the CFTC or the 

respondent.

(h) No interlocutory appeals of rulings of any Disciplinary Panel, or chairman 

of the Disciplinary Panel, are permitted.

713. Decision of Disciplinary Panel

(a) Promptly following a hearing, the Disciplinary Panel will render a written 

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 written decision on the respondent 

and the Compliance Department no later than 30 days after rendering a final decision. 

The written decision will include the following information:

(i) the notice of charges or a summary of the charges;
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(ii) the answer, if any, or a summary of the answer;

(iii) a summary of the evidence introduced at the hearing or, where 

appropriate, incorporation by reference of the investigation report;

(iv) a statement of findings and conclusions with respect to each 

charge, and a complete explanation of the evidentiary and other bases for such 

findings and conclusions with respect to each charge;

(v) an indication of each specific Rule that the respondent was found 

to have violated; and

(vi) a declaration of all sanctions imposed against the respondent, 

including the basis for such sanctions and the effective date of such sanctions. In 

the event of demonstrated Customer harm, any disciplinary sanction shall also 

include full Customer restitution, except where the amount of restitution or to 

whom it should be provided cannot reasonably be determined.

(c) Unless a timely notice of appeal is filed pursuant to Rule 716, the order of 

the disciplinary proceedings 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 Compliance 

Department.

714. Sanctions

(a) After notice and opportunity for hearing in accordance with these Rules, 

the Company will impose sanctions if a Person subject to the Company’s jurisdiction is 

found to have violated the Rules. Disciplinary sanctions imposed by the Company shall 

be commensurate with the violations committed, and shall be clearly sufficient to deter 

recidivism or similar violations by other market participants. The respondent’s 

disciplinary history will be taken into account in determining the appropriate sanction. In 

addition to this Rule 714, the Company may issue further guidance from time to time to 

provide additional clarity regarding sanctions.

(b) The Company may impose one or more of the following sanctions or 

remedies:

(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 twelve month period;

(ii) censure;

(iii) limitation on the Participant’s right to access all or part of the 

Trading Platform;

(iv) suspension of the Participant’s right to access all or part of the 

Trading Platform for a period not to exceed 12 months;
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(v) fine (subject to paragraph (c) below);

(vi) restitution or disgorgement;

(vii) expulsion or termination of a Person subject to the Company’s 

jurisdiction; or

(viii) any other sanction or remedy deemed to be appropriate.

(c) The Company may fine a Person subject to the Company’s jurisdiction for 

each violation of the Rules in an amount not less than $1000 nor more than $100,000. 

Each Participant will be responsible for paying any fine or other amount imposed on, but 

not paid by, a Sponsored Access Firm or Registered Trader that is authorized by such 

Participant.

715. Costs

A Disciplinary Panel may order a respondent who has been found to have violated 

the Rules to pay costs associated with the disciplinary proceedings, including costs that 

the Disciplinary Panel believes were unnecessarily caused by the respondent, in addition 

to any fine or other penalty which may be imposed on such respondent. Costs may 

include costs associated with the inquiry or investigation, the prosecution by the 

Compliance Department, legal and professional assistance, the hearing, and 

administrative and other expenses incurred by the Disciplinary Panel.

716. Appeal from Disciplinary Panel Decision

(a) Parties to a disciplinary proceeding may appeal the decision of the 

Disciplinary Panel within 20 days of receiving the order of the disciplinary proceedings by 

filing a notice of appeal with the chief legal officer of the Company. While an appeal is 

pending, the effect of the written decision issued by the Disciplinary Panel (including any 

sanctions, remedies, or costs imposed thereby) shall be suspended.

(b) In a notice of appeal, the appellant must state in writing the grounds for 

appeal, including the findings of fact, conclusions, or sanctions to which the appellant 

objects. A written request for an appeal must specify the grounds for the appeal and the 

specific error or impropriety of the original decision. An appellant may appeal the 

written decision of a Disciplinary Panel on the grounds that (i) the decision was arbitrary, 

capricious, an abuse of discretion, or not in accordance with the Rules, or (ii) the decision 

exceeded the authority or jurisdiction of the Disciplinary Panel or the Company.

(c) The chief legal officer will forward copies of any notice of appeals received 

by him or her to all parties to the Disciplinary Proceedings in question other than the 

appellant. On or before the 20th day after filing a notice of appeal, the appellant must file 

with the chief legal officer and serve the Compliance Department a brief supporting the 

notice of appeal and documents supporting the brief.
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(d) Within 20 days after the last submission filed pursuant to 

paragraph (c) above, the Chief Compliance Officer shall appoint an Appeal Panel to 

consider and determine the appeal. The Appeal Panel shall be comprised of 

three individuals appointed by the Board as potential members of Appeal Panels, one of 

whom shall be appointed by the Chief Compliance Officer to serve as chairman of the 

Appeal Panel. The Appeal Panel must include at least one person who is qualified to 

serve as a Public Director in accordance with Rule 201(d). An Appeal Panel shall be 

comprised of individuals with sufficiently different membership interests so as to ensure 

fairness and to prevent special treatment or preference for any person in the conduct of the 

Appeal Panel’s responsibilities. No group or class of participants may dominate or 

exercise disproportionate influence on an Appeal Panel. An individual may not serve on 

an Appeal Panel if the individual has a relationship of a type described in Rule 205(a)(i) or 

was involved in the adjudication of any other stage of the same proceeding. The appeals 

proceeding shall be conducted before all members of the Appeal Panel.

(e) Within ten days of being notified of the appointment of an Appeal Panel, 

either party may seek to disqualify any individual named to the Appeal Panel for the 

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

notice on the chief legal officer of the Company. By not timely filing a request for 

disqualification, the parties will be deemed to have waived any objection to the 

composition of the Appeal Panel. The chief legal officer will decide the merits of any 

such objection in his or her sole discretion. Any such decision will be final and not 

subject to appeal.

(f) The Appeal Panel, by a majority vote, shall determine whether sufficient 

grounds exist to hold a hearing on the appeal. The Appeal Panel may only determine that 

sufficient grounds exist if there is a reasonable basis to conclude that the appellant may be 

able to demonstrate that the decision was arbitrary, capricious, an abuse of discretion, or 

not in accordance with the Rules, or that the decision exceeded the authority or 

jurisdiction of the Disciplinary Panel or the Company. The Appeal Panel’s determination 

shall be based solely upon the materials submitted by the appellant pursuant to paragraph 

(c). The Appeal Panel’s determination of whether to hold a hearing on an appeal shall be 

final. If the Appeal Panel grants the appellant’s request for a hearing, the appellee may 

file and serve its brief in opposition not more than 20 days after the issuance of the 

determination of the Appeal Panel.

(g) An Appeal Panel may hold a hearing to allow parties to present oral 

arguments. Any hearing will be conducted privately and confidentially unless the 

chairman of the Appeal Panel decides that the hearing, or any part of it, should be held in 

public after giving each appellant the opportunity to present its, his, or her views on 

holding a public hearing. Notwithstanding the confidentiality of hearings, an Appeal 

Panel may appoint individuals 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 Appeal Panel will not be bound by any evidentiary 

or procedural rules or law.
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(h) Except for good cause, the Appeal Panel will only consider on appeal the 

record before the Disciplinary Panel, the written exceptions filed by the parties, and the 

oral or written arguments of the parties. The Appeal Panel may only consider new 

evidence when it is satisfied that good cause exists as to why the evidence was not 

introduced during a prior stage of the Disciplinary Proceeding. In connection with any 

appeal, the Compliance Department will furnish to the Appeal Panel a transcript of the 

hearing, any exhibits introduced at the hearing, the notice of appeal, and briefs filed to 

support and oppose the appeal.

(i) After completing its review, the Appeal Panel may affirm, modify, or 

reverse any order of Disciplinary Proceedings 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 the Rules; or remanding the matter to the same or 

a different Disciplinary Panel for further Disciplinary Proceedings. The Appeal Panel 

may order a new hearing for good cause, or if the Appeal Panel deems it appropriate.

(j) Promptly following the appeal proceeding, the Appeal Panel will issue a 

written decision and provide a copy to the parties no later than 30 days after rendering a 

final decision. The written decision issued by the Appeal Panel must adhere to all the 

requirements of Rule 713(b) and shall become effective no sooner than 15 days after the 

written notice is delivered to the parties, to the extent that a different conclusion is reached 

from that issued by the Disciplinary Panel. A decision by a majority of the Appeal Panel 

will constitute the decision of the Appeal Panel.

(k) An Appeal 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, or cost) will be the final action of the Company, and will not 

be subject to appeal within the Company. Disciplinary sanctions imposed by the 

Company shall be commensurate with the violations committed, and shall be clearly 

sufficient to deter recidivism or similar violations by other market participants. In 

addition, the respondent’s disciplinary history will be taken into account in determining 

the appropriate sanction.

717. Summary Imposition of Fines; Warning Letters

(a) The Company may publish a schedule of fines for minor violations of the 

Rules and sanction Persons subject to the jurisdiction of the Company for violations of 

any such Rules.

(b) A warning letter may be issued for first-time violations, provided that no 

more than one warning letter may be issued per any rolling 12-month period for the same 

violation.

718. Summary Suspensions

(a) Notwithstanding anything in the Rules to the contrary, the 

Chief Compliance Officer, or his or her designee, may summarily suspend a Participant’s 

right to access the Trading Platform or the association of a Sponsored Access Firm or 
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Registered Trader with a Participant, or take other summary action against any Participant, 

Sponsored Access Firm or Registered Trader, or suspend access to the Trading Platform 

of any other Person subject to the Company’s jurisdiction, if the Company reasonably 

believes such immediate action is necessary to protect the best interest of the marketplace.

(b) Whenever summary action pursuant to paragraph (a) above is proposed, the 

Company will, if practicable, serve the party against whom the action is contemplated 

with written notice. If prior notice is not practicable, the Company will give notice at the 

earliest possible opportunity to the respondent against whom the action is brought. The 

notice will be prepared by the Compliance Department, and such notice will state the 

action, briefly state the reasons for the action, and state the effective time, date, and 

duration of the action taken. The notice shall be served on the respondent in accordance 

with Rule 707.

(c) The respondent shall be advised of its right to a hearing before a 

Disciplinary Panel pursuant to Rules 709-713, by filing a notice of intent with the 

Compliance Department within ten business days of service of notice. Filing of a notice 

of intent pursuant to this Rule shall not stay the Chief Compliance Officer’s decision to 

deny access. The respondent shall have the right to be represented by legal counsel, or 

any other representative of its choosing and at its own expense.

(d) Promptly but no later than 20 days after filing of a notice of intent, a 

Disciplinary Panel will conduct a hearing concerning the summary suspension. Promptly 

after such hearing, the Disciplinary Panel will render a written decision based on the 

weight of the evidence contained in the record of the proceeding. The decision of a 

majority of the Disciplinary Panel will be the decision of the Disciplinary Panel. The 

Company will serve copies of the written decision of the Disciplinary Panel on the 

respondent and the Compliance Department. The written decision will include the 

following information:

(i) a description of, and reasons for, the summary action taken;

(ii) a summary of the evidence produced at the hearing;

(iii) a statement of findings of fact and conclusions;

(iv) a determination that the summary action should be affirmed, 

modified, or reversed; and

(v) a declaration of any action to be taken pursuant to the 

determination, and the effective date and duration of such action.

(e) Any decision of a Disciplinary Panel pursuant to this Rule 718 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.

(f) At the request of the Company, a respondent who is summarily suspended 

pursuant to this Rule 718 must provide access to and/or copies of books and records over 
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which the respondent has access or control, and must furnish information to, or appear or 

testify before, the Company in connection with the enforcement of any Rule of the 

Company.

719. Rights and Responsibilities After Suspension or Termination

(a) When the right of a Participant, Sponsored Access Firm or 

Registered Trader to access the Trading Platform is suspended for a period of 12 months 

or less, none of its rights will apply during the period of the suspension, except for (i) any 

right such Person may have to receive rebates or similar payments that were earned, prior 

to the suspension period, pursuant to Rule 524, provided that such rebates or payments are 

not directly related to conduct giving rise to such suspension; or (ii) the right of the 

Participant, Sponsored Access Firm or Registered Trader to assert claims against others as 

provided in the Rules. Any such suspension will not relieve the Participant, Sponsored 

Access Firm or Registered Trader of its obligations under the Rules to perform any 

transactions entered into before the suspension, or for any Company fees, costs, or charges 

incurred during the suspension. The Company may discipline a suspended Participant or 

Sponsored Access Firm or Registered Trader under this Chapter 7 for any violation of 

Applicable Law committed by the Participant before, during, or after the suspension.

(b) When the right of a Participant, Sponsored Access Firm or Registered 

Trader to access the Trading Platform is terminated, all of its rights will terminate, except 

for the right of the Participant or Sponsored Access Firm or Registered Trader in question 

to assert claims against others, as provided in the Rules. A terminated Participant, 

Sponsored Access Firm or Registered Trader may only seek to reinstate its right to access 

the Trading Platform by filing an application in accordance with Rule 303. The Company 

will not consider the application of a terminated Participant, Sponsored Access Firm or 

Registered Trader if such Participant, Sponsored Access Firm or Registered Trader has 

failed to appear at Disciplinary Proceedings without good cause, or has impeded the 

progress of Disciplinary Proceedings.

(c) A suspended or terminated Participant or Sponsored Access Firm or 

Registered Trader remains subject to the Rules and the jurisdiction of the Company for 

acts and omissions prior to the suspension or termination, and must cooperate in any 

inquiry, investigation, Disciplinary Proceeding, appeal of Disciplinary Proceedings, 

summary suspension, or other summary action as if the suspended or terminated 

Participant, Sponsored Access Firm or Registered Trader still had the right to access the 

Trading Platform.

720. Notice to the Respondent, the CFTC, and the Public

The Company will provide written notice of Disciplinary Proceedings to the 

parties and the CFTC consistent with CFTC Regulations, including filing written notice 

through NFA’s Background Affiliation Status Information Center. 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.
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CHAPTER 8

ARBITRATION

801. General

(a) Participants, Sponsored Access Firms and Registered Traders shall arbitrate 

through the NFA arbitration program all disputes, controversies or claims between or 

among themselves that relate to or arise out of any Swap or otherwise arise out of one or 

more transactions made or to be made pursuant to the Rules and that are based upon facts 

and circumstances that occurred at a time when the parties were Participants, Sponsored 

Access Firms or Registered Traders.

(b) Notwithstanding the foregoing, this Rule 801 does not apply to disputes 

between Participants, Sponsored Access Firms, Registered Traders or 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) that such 

Persons have, by valid and binding agreement, committed to arbitrate or litigate in a forum 

other than NFA.

(c) A Participant, Sponsored Access Firm or Registered Trader that initiates 

arbitration or litigation relating to or arising out of any Swap or otherwise arising out of 

transactions made or to be made pursuant to the Rules shall submit notice thereof to the 

Company.

802. Forum and Arbitration Rules

(a) NFA will conduct arbitrations described in Rule 801(a) pursuant to NFA’s 

member arbitration rules, as if each Participant or Sponsored Access Firm that is party to 

such arbitration were an “NFA Member,” and references in such member arbitration rules 

to the “Associates” of an “NFA Member” shall mean and include any Sponsored Access 

Firm and any individual who is employed by or is an agent of a Participant or Registered 

Trader and who has been authorized to access the Trading Platform under the Rules.

(b) NFA will conduct arbitrations described in Rule 801(a) pursuant to NFA’s 

rules governing the arbitration of customer disputes.

803. Penalties

A failure on the part of a Participant, Sponsored Access Firm or Registered Trader 

to arbitrate a dispute subject to this Chapter 8, or the commencement by any such person 

of a suit in any court prior to arbitrating a case this required to arbitrated pursuant to this 

Chapter 8, violates the Rules and shall subject such Person to Disciplinary Proceedings 

pursuant to Chapter 7. A Participant, Sponsored Access Firm or Registered Trader that 

does not arbitrate a dispute through the NFA arbitration program pursuant to Rule 801(b)

shall not be deemed to have violated these Rules.
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804. Claims Relating to Trade Cancellations and Adjustments

All claims relating to trade cancellations or adjustments made pursuant to 

Rule 538 shall be arbitrated in accordance with this Chapter 8.
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CHAPTER 9

MISCELLANEOUS

901. Trading by Company Officials Restricted; Misuse of Material, Non-Public 

Information

(a) No Company Official may trade, directly or indirectly, (i) any Swap or any 

related financial instrument, or (ii) any other swap or financial instrument where such 

Company Official has access to material non-public information concerning such swap or 

financial instrument. A Company Official that is involved in market or trade practice 

surveillance, compliance or auditing functions shall, for the purposes of this Rule 901, be 

presumed to have access to material, non-public information.

(b) A Company Official may request, in writing, that the Chief Compliance 

Officer (or, in the case of the Chief Compliance Officer, the Board) grant an exemption

from the provisions of paragraph (a) in circumstances that are not contrary to the purposes 

of this Rule. Such circumstances may include, but are not necessarily limited to:

(i) participation in pooled investment vehicles where such Company 

Official has no direct or indirect control over transactions effected by or for the 

account of the pool;

(ii) service by such Company Official as an executor or administrator 

of an estate;

(iii) service by such Company Official in any other fiduciary capacity, 

such as an officer of a charitable organization, in which such Company Official

receives no pecuniary benefit from the trading of swaps or other financial 

instruments;

(iv) trading in swaps or other financial instruments executed on or 

pursuant to the rules of a swap execution facility, a designated contract market or 

a national securities exchange under circumstances in which such Company 

Official’s access to material non-public information in respect of such swaps or 

financial instruments is sufficiently minimal or attenuated so as to be 

insignificant; and

(v) such other circumstances as the Chief Compliance Officer (or, in 

the case of the Chief Compliance Officer, the Board) may determine.

All requests for exemption by a Company Official shall be in writing, set forth the 

reasons for the proposed exemption and identify the specific swaps (including Swaps 

listed for trading on the Trading Platform) and/or related financial instruments the 

Company Official proposes to trade and, where applicable, a demonstration that the 

Company Official has not acquired and does not acquire in the course of his or her 

service to the Company material, non-public information relevant to such swaps

(including Swaps listed for trading on the Trading Platform) or related financial 

instruments. For the avoidance of doubt, participation by a Company Official in a 
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retirement plan sponsored by the Company shall not be deemed to constitute trading 

directly or indirectly in a Swap or other financial instrument, notwithstanding such plan’s

trading of Swaps or other financial instruments.

(c) Any Company Official that has received an exemption under paragraph (b)

must:

(i) furnish to the Company (or, in the case of the Chief Compliance 

Officer, to the Board) account statements and other documents relevant to the 

trading activities that are so exempted; and

(ii) inform the Chief Compliance Officer (or, in the case of the Chief 

Compliance Officer, the Board) within one Business Day of any material change 

of information that may affect such Company Official’s qualification for such 

exemption.

(d) Company Officials, agents and independent contractors of the Company 

are prohibited from disclosing material non-public information obtained as a result of their 

employment, agency relationship or engagement with the Company where the Company 

Official, agent or independent contractor expected or should have reasonably expected that 

the information disclosed may assist a Person in trading any Swap, any swap traded on 

another swap execution facility or other market, or any related underlying commodity or 

security.

(e) Paragraph (d) shall not be interpreted to prohibit disclosures made in the 

course of such individual’s duties on behalf of the Company, or disclosures made to 

another Self-Regulatory Organization, Derivatives Clearing Organization, linked 

exchange, court of competent jurisdiction or representative of any agency or department of 

the federal or state government acting in his or her official capacity.

(f) Terms used in this Rule 901 and not otherwise defined in the Rules shall 

have the meaning set forth in CFTC Regulations 1.3 and 1.59.

902. Gifts and Gratuities

Except with the prior written approval of the Chief Compliance Officer, no 

Participant or Sponsored Access Firm shall, directly or indirectly, give or permit to be 

given anything of value, including gifts and gratuities, to a Company Official in an 

amount that exceeds the maximum value permitted by the Company’s gifts and 

entertainment policy as in force from time to time.

903. Proprietary Data and Personal Information; Transaction Data

(a) The Company will not use for business or marketing purposes any 

Proprietary Data and Personal Information collected or received for the purpose of 

fulfilling its regulatory obligations; provided, however, that the Company may use such 

Proprietary Data and Personal Information for business or marketing purposes if the 

Person from whom it collects or receives such Proprietary Data and Personal Information 
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clearly consents to the Company’s use of such Proprietary Data and Personal Information 

in such manner. Access to the Company will not be conditioned on a Person’s consent to 

the Company’s use of Proprietary Data and Personal Information for business or 

marketing purposes.

(b) Subject to each Participant’s rights in its Participant Data, the Company 

owns 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 Transaction 

Data, and all derivative works (excluding Participant Data) based thereon. Participants, 

Sponsored Access Firms and other Persons affiliated with any of the foregoing may not, 

except as otherwise provided in any written agreement between the parties that may 

specifically address such rights, distribute, sell or retransmit Transaction Data to any third 

party without the consent of the Company, provided that each Participant 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.

(c) Notwithstanding any other provision of this Rule 903, each Participant 

hereby grants the Company a non-exclusive, perpetual, freely transferable, irrevocable, 

worldwide and royalty-free license to any and all rights as such Participant may have in 

and to Participant Data, including, but not limited to, the right to use and disclose 

Participant Data, in any manner, media and jurisdiction, for the benefit of the Company 

and/or its Affiliates; provided, that the Company may disclose Participant Data to one or 

more registered entities (as such term is defined in CFTC Regulations). Except as may 

otherwise be permitted by Rule 905, in any written agreement between the Company and 

such Person, or as may be required by Applicable Law, the Company shall not (i) use (or 

permit other parties to use) Participant Data to replicate or reverse engineer a Participant’s,

Sponsored Access Firm’s or Customer’s trading strategies or (ii) otherwise disclose 

Participant Data other than on an anonymized and aggregated basis that does not directly 

or indirectly identify any Participant, Sponsored Access Firm, Registered Trader, 

Customer or counterparty.

(d) Each Participant, Sponsored Access Firm and other Persons affiliated with 

any of the foregoing hereby acknowledges and agrees that the Company owns and shall 

retain all right, title and interest in and to the Trading Platform, all components thereof, 

including without limitation all related applications, all application programming 

interfaces, user interface designs, software and source code and any and all intellectual 

property rights therein, including, without limitation all registered or unregistered, as 

applicable copyright, trade mark, 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 

know-how, research and development data and manufacturing methods, patent, and other 

intellectual property and ownership rights, including applications for the grant of any of 

the same, in or to the Trading Platform 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, other than Proprietary Data and Personal 

Information and Participant Data, transmitted by means of any of the foregoing, 
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“Company Intellectual Property”). Each Participant, on behalf of itself and each of its 

Affiliates, Sponsored Access Firms and other Persons affiliated with any of the foregoing, 

further acknowledges and agrees that the Company Intellectual Property is the exclusive, 

valuable and confidential property of the Company. Each Participant acknowledges and 

agrees that it shall not and shall not permit its Affiliates, Sponsored Access Firms and 

other Persons affiliated with any of the foregoing to, reverse engineer, copy, bug fix, 

correct, update, transfer, reproduce, republish, broadcast, create derivative works based on 

or otherwise modify, in any manner, all or any part of the Trading Platform or the 

Company Intellectual Property. Each Participant, further agrees to and to cause each of its 

Affiliates, Sponsored Access Firms and other Persons affiliated with any of the foregoing 

to, keep the Company Intellectual Property confidential and not to transfer, rent, lease, 

loan, sell or distribute, directly or indirectly, all or any portion of the Trading Platform or 

any Company Intellectual Property.

904. Recording of Communications

(a) The Company or the Regulatory Services Provider may record 

conversations and retain copies of electronic communications between Company Officials 

and Participants, Sponsored Access Firms, Registered Traders and Clearing Firms. Any 

such recordings will be retained by the Company or the Regulatory Services Provider in 

such manner and for such periods of time as may be required by Applicable Law, but the 

Company assumes no obligation to retain any such recordings. The Company and/or the 

Regulatory Services Provider may disclose such recordings as required by Applicable Law 

or upon the request of any Regulatory Authority.

(b) This Rule 904 shall be deemed to constitute the consent of each Participant, 

Sponsored Access Firm, Registered Trader and Customer to such recording and a waiver 

of any warning tone or other notice requirement arising under the laws of such Person’s 

residence, place of organization or place of business. The Company hereby consents, for 

itself and its employees, to the recording of conversations between employees of the 

Company and employees of Participants, Sponsored Access Firms and Clearing Firms and 

waives, for itself and such employees, any such warning tone or other notice requirement.

905. Confidentiality

Except as provided in Rule 903, all information provided by a Participant or 

Sponsored Access Firm to the Company, and any passwords and Trader IDs assigned by 

the Company to any Person, 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 or Sponsored Access Firm providing 

such information;

(b) to a Regulatory Authority, if the Company is requested or legally required 

to do so by such Regulatory Authority;

(c) pursuant to legal process;
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(d) to a Derivatives Clearing Organization of which such Participant is a 

member or in connection with the clearing of a Swap;

(e) subject to appropriate confidentiality requirements, to any Person providing 

services to the Company, including but not limited to the Regulatory Services Provider;

(f) to the Board, any committee, Company Officials, attorneys and auditors, 

and to 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

(g) as otherwise permitted under the Rules.

906. Force Majeure

Notwithstanding any other provision of the Rules, the Company shall not be 

obligated to perform its obligations under the Rules or any agreement with a Participant, 

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, but not limited to, acts of God, fire or 

other natural disasters, bomb threats, acts of terrorism or war or severely inclement 

weather.

907. 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 the Rules, but only to the extent such waiver or 

extension is not inconsistent with Applicable Law.

908. 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, unless otherwise required by Applicable Law, all Swaps entered into 

after such effective date.

909. 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 but not limited to telecopy, imaging, photocopying, electronic mail, or 

electronic data interchange) as if it were (and the signature shall be considered and have 

the same effect as) a valid and binding original.
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910. Governing Law; Legal Proceedings

(a) The Rules, and the rights and obligations of the Company and all other 

Persons under the 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, directors, 

limited liability company members, employees, agents, or any member of any committee 

must be brought within one year from the time 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 expressly 

consents, for itself and its Sponsored Access Firms, 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. 

The court shall be entitled to award costs and expenses to the prevailing party.

911. Emergencies

(a) During an Emergency, the Board may implement temporary emergency 

procedures and rules (“Emergency Rules”), subject to Applicable Law. If the Chief 

Executive Officer (or, in the event that the Chief Executive Officer is unavailable, the 

Chief Operating Officer) determines that Emergency Rules must be implemented with 

respect to an Emergency before a meeting of the Board can reasonably be convened, the 

Chief Executive Officer (or, if applicable, the Chief Operating Officer) shall have the 

authority, without Board action, to implement Emergency Rules with respect to such 

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

(b) Emergency Rules may require or authorize the Company, acting through 

the Board, any committee, the Chief Executive Officer (or, if the Chief Executive Officer 

is unavailable, the Chief Operating Officer) or any other Officer of the Company, to take 

actions necessary or appropriate to respond to the Emergency, including:

(i) suspending or curtailing trading or limiting trading to liquidation 

only (in whole or in part);

(ii) extending, limiting or changing Trading Hours for one or more 

Swaps;

(iii) ordering the liquidation of Swaps or the reduction of positions, in 

consultation with relevant Derivatives Clearing Organizations if practicable;

(iv) temporarily modifying or suspending any provision of the Rules,

(v) imposing or modifying trading limits, price limits or position 

limits;
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(vi) requiring additional margin to be collected from Customers, in 

consultation with relevant Derivatives Clearing Organizations if practicable;

(vii) any other action, if so directed by the CFTC.

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.

(c) The Company will use reasonable efforts to notify the CFTC prior to 

implementing, modifying or terminating an Emergency Rule. If such prior notification is 

not practicable, the Company will notify the CFTC as soon as reasonably practicable, but 

in all circumstances within 24 hours of the implementation, modification or termination of 

such Emergency Rule.

(d) Whenever the Company takes action to respond to an Emergency it will, 

where practicable, ensure that prompt notice is given to Participants and Sponsored 

Access Firms.

(e) 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.

(f) Upon taking any action in response to an Emergency, the Company will 

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, and all such documentation will be provided to any 

governmental agency upon request.

(g) If the Emergency is related to a Swap that is fungible with financial 

products traded on another platform, the Company will attempt to coordinate its response 

with any directions received from the CFTC.

912. Information-Sharing Arrangements

(a) The Company may enter into information-sharing agreements or other 

arrangements or procedures to coordinate surveillance with other markets on which 

financial instruments related to the Swaps trade. As part of any information-sharing 

agreements or other arrangements or procedures adopted pursuant to this Rule, the 

Company may:

(i) provide market surveillance reports to other markets;

(ii) share information and documents concerning current and former 

Participants with other markets;

(iii) share information and documents concerning ongoing and 

completed investigations with other markets;
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(iv) require its current or former Participants to provide information 

and documents to the Company at the request of other markets with which the 

Company has an information-sharing agreement or other arrangements or 

procedures.

(b) The Company may enter into any arrangement with any Person or body 

(including the CFTC, the NFA, any Self-Regulatory Organization, any exchange, market, 

or clearing organization, or foreign Regulatory Authority) if the Company considers such 

arrangement to be in furtherance of the Company’s purpose or duties under the Rules or 

Applicable Law.

(c) The Company may disclose to any Person or entity information concerning 

or associated with a Participant or other Person that the Company believes 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 and 

notwithstanding anything to the contrary in Rule 901.

913. Regulatory Services Provider

(a) The Company may contract with a Regulatory Services Provider to provide 

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

Any of the powers or functions of the Company under the Rules may be delegated to a 

Regulatory Services Provider pursuant to the relevant Regulatory Services Agreement in 

such manner and on such terms as the Company and such Regulatory Services Provider 

may mutually agree. In accordance with the relevant Regulatory Services Agreement, a 

Regulatory Services Provider may perform certain surveillance, investigative, and 

regulatory functions under the Rules and the Company may provide information to such 

Regulatory Services Provider in connection with the performance by such Regulatory 

Services Provider of those functions.

(b) The Company shall retain ultimate decision-making authority with respect 

to any powers or functions that are delegated to a Regulatory Services Provider.

914. LIMITATION OF LIABILITY; NO WARRANTIES

(a) EXCEPT AS OTHERWISE PROVIDED IN THIS RULE 914, AND EXCEPT IN 

INSTANCES IN WHICH THE DISCLAIMING PARTY (DEFINED BELOW) HAS BEEN FINALLY 

ADJUDICATED TO HAVE BEEN GROSSLY NEGLIGENT OR TO HAVE ENGAGED IN FRAUD OR 

WILLFUL OR WANTON MISCONDUCT, IN WHICH CASE THE DISCLAIMING PARTY FOUND TO 

HAVE ENGAGED IN SUCH CONDUCT CANNOT AVAIL ITSELF OF THE PROTECTIONS IN THIS 

RULE 914, 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, WITHOUT LIMITATION, 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”),
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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 ANY OF THE 

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 MEANS,

ELECTRONIC COMMUNICATION OF TRANSACTION DATA OR INFORMATION,

WORKSTATIONS USED BY PARTICIPANTS, SPONSORED ACCESS FIRMS OR 

REGISTERED TRADERS, 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) SUBJECT TO RULE 407(B), ANY UNAUTHORIZED ACCESS TO OR 

UNAUTHORIZED USE OF ANY OF THE COMPANY’S SYSTEMS, SERVICES, EQUIPMENT 

OR FACILITIES BY ANY PERSON.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER A 

CLAIM IS BASED ON BREACH OF CONTRACT, TORT, INCLUDING, WITHOUT LIMITATION,

NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), STRICT LIABILITY, NEGLIGENT 

MISREPRESENTATION, RESTITUTION, BREACH OF STATUTORY DUTY, BREACH OF WARRANTY 

OR OTHERWISE, AND WHETHER THE CLAIM IS BROUGHT DIRECTLY OR AS A THIRD-PARTY 

CLAIM.

(b) THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS

PROVIDED BY THE COMPANY OR ANY OTHER DISCLAIMING PARTY RELATING TO ANY 

SYSTEMS OR SERVICES OF THE COMPANY OR SERVICES, EQUIPMENT OR FACILITIES USED TO 

SUPPORT SUCH SYSTEMS OR SERVICES, INCLUDING THE TRADING PLATFORM, AND THE 

COMPANY HEREBY SPECIFICALLY DISCLAIMS, OVERRIDES AND EXCLUDES, TO THE FULLEST 

EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY,

SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER 

WARRANTIES, CONDITIONS, OTHER CONTRACTUAL TERMS, REPRESENTATIONS, INDEMNITIES 

AND GUARANTEES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS, IMPLIED OR 

STATUTORY, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY THE 
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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, WITHOUT LIMITATION, THE TRADING 

PLATFORM.

(c) NOTWITHSTANDING ANY OTHER PROVISION OF THESE RULES, IN NO EVENT 

SHALL ANY PERSON BRING ANY LEGAL ACTION, REGARDLESS OF WHETHER LIABILITY IS 

BASED ON BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE,

STRICT LIABILITY, NEGLIGENT MISREPRESENTATION), RESTITUTION, BREACH OF STATUTORY 

DUTY, BREACH OF WARRANTY OR OTHERWISE AND REGARDLESS OF WHETHER THE CLAIM IS 

BROUGHT DIRECTLY OR AS A THIRD-PARTY CLAIM, FOR INDIRECT, SPECIAL, INCIDENTAL,

CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (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, AND REGARDLESS OF WHETHER THE PARTY FROM WHOM SUCH DAMAGES WOULD 

BE SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER SUCH 

DAMAGES OTHERWISE COULD HAVE BEEN FORESEEN OR PREVENTED. THE PROVISIONS OF 

THIS PARAGRAPH (C) SHALL NOT APPLY TO THE EXTENT THAT THE PERSON FROM WHICH 

DAMAGES ARE SOUGHT HAS BEEN FINALLY ADJUDICATED TO HAVE ENGAGED IN FRAUD OR 

WILLFUL OR WANTON MISCONDUCT.

(d) EXCEPT IN ANY CASE WHERE A DISCLAIMING PARTY HAS BEEN FINALLY 

ADJUDICATED TO HAVE ENGAGED IN FRAUD OR WILLFUL OR WANTON MISCONDUCT, IN NO 

EVENT SHALL THE DISCLAIMING PARTIES’ TOTAL COMBINED AGGREGATE LIABILITY FOR ALL 

CLAIMS, OTHER THAN THOSE ARISING UNDER RULE 914(E), EXCEED $100,000 FOR ALL 

LOSSES SUFFERED FROM ALL CAUSES ON A SINGLE CALENDAR DAY; $200,000 FOR ALL 

LOSSES SUFFERED FROM ALL CAUSES IN A SINGLE CALENDAR MONTH; AND $1,000,000 FOR 

ALL LOSSES SUFFERED FROM ALL CAUSES IN A SINGLE CALENDAR YEAR. IF THE NUMBER OF 

ALLOWED CLAIMS ARISING OUT OF ANY FAILURES OR MALFUNCTIONS ON A SINGLE DAY,

SINGLE MONTH OR SINGLE YEAR 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.

(e) NOTWITHSTANDING ANY OTHER PROVISION OF THESE RULES, THE COMPANY 

SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS A PARTICIPANT AND ITS AFFILIATES AND 

ANY OF ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES 

(EACH, A “PARTICIPANT INDEMNITEE”) AGAINST ANY AND ALL LOSSES, DAMAGES,

LIABILITIES, COSTS, AND EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE 

ATTORNEYS FEES AND COURT COSTS (COLLECTIVELY, “INDEMNIFIED LOSSES”) TO THE 

EXTENT SUCH INDEMNIFIED LOSSES ARISE DIRECTLY FROM ANY CLAIM, PROCEEDING, OR 

CAUSE OF ACTION INITIATED BY A THIRD PARTY OTHER THAN AN AFFILIATE OF SUCH 
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PARTICIPANT INDEMNITEE (EACH, A “THIRD-PARTY CLAIM”) ALLEGING THAT THE 

TRADING PLATFORM OR ANY OTHER SYSTEMS OR SERVICES PROVIDED BY THE COMPANY, OR 

ANY SERVICES, EQUIPMENT OR FACILITIES USED TO SUPPORT SUCH SYSTEMS OR SERVICES 

(COLLECTIVELY, THE “COMPANY INTELLECTUAL PROPERTY”), INFRINGE OR OTHERWISE 

VIOLATE ANY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY 

RIGHTS OF ANY PERSON; PROVIDED THAT THE COMPANY SHALL NOT HAVE ANY OBLIGATION 

UNDER THIS PARAGRAPH (E) TO THE EXTENT THE ALLEGED VIOLATION RESULTS FROM (i)

ANY MODIFICATION OF ANY COMPANY INTELLECTUAL PROPERTY BY OR ON BEHALF OF 

PARTICIPANT INDEMNITEE NOT APPROVED IN WRITING BY AN AUTHORIZED OFFICER OF THE 

COMPANY, (ii) ANY COMBINATION OF ANY COMPANY INTELLECTUAL PROPERTY WITH ANY 

DATA, INFORMATION OR MATERIALS NOT PROVIDED BY OR ON BEHALF OF THE COMPANY, OR 

(iii) ANY MISUSE OR UNAUTHORIZED USE OF ANY COMPANY INTELLECTUAL PROPERTY OR 

OTHER VIOLATION OF THESE RULES OR ANY AGREEMENT BETWEEN PARTICIPANT AND THE 

COMPANY. EACH PARTICIPANT INDEMNITEE SHALL GRANT TO THE COMPANY THE SOLE 

CONTROL OF THE DEFENSE AND SETTLEMENT OR OTHER COMPROMISE OF THE THIRD-PARTY 

CLAIM AND NOTIFY THE COMPANY IN WRITING OF ANY SUCH THIRD-PARTY CLAIM WITHIN 

FIFTEEN BUSINESS DAYS FOLLOWING SUCH PARTICIPANT INDEMNITEE BECOMING AWARE OF 

SUCH THIRD-PARTY CLAIM. THE COMPANY SHALL NOT NEGOTIATE A COMPROMISE OR 

SETTLEMENT OF ANY THIRD-PARTY CLAIM WITH RESPECT TO A PARTICIPANT INDEMNITEE 

WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH PARTICIPANT INDEMNITEE (SUCH CONSENT 

NOT TO BE UNREASONABLY DELAYED OR WITHHELD) UNLESS SUCH COMPROMISE OR 

SETTLEMENT INCLUDES AN UNCONDITIONAL RELEASE OF SUCH PARTICIPANT INDEMNITEE 

FROM ALL LIABILITY ARISING OUT OF SUCH THIRD-PARTY CLAIM AND DOES NOT CONTAIN 

AN ADMISSION OF WRONGDOING OR LIABILITY ON BEHALF OF SUCH PARTICIPANT 

INDEMNITEE.

(f) 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, without limitation, the Trading Platform, in which one or more Disclaiming 

Parties is a party shall be arbitrated pursuant to the Rules in Chapter 8, and references to a 

“Participant” shall, to the extent relevant, be deemed for such purpose to mean and include 

the Disclaiming Parties. Any such claim against a Disclaiming Party shall be brought 

within one year from the time that a cause of action has accrued. This paragraph (f) shall 

in no way be construed to create a cause of action and shall not authorize an action that 

would otherwise be prohibited by the Rules. If, for any reason, a court of competent 

jurisdiction shall find that a dispute is not arbitrable, such dispute may be litigated only in 

accordance with Rule 910.

(g) Notwithstanding any of the foregoing, this Rule 914 shall in no way limit 

the applicability of any provision of the CEA or CFTC Regulations.

915. Communications to and from the Company

(a) Each Participant, Sponsored Access Firm and Clearing Firm must provide 

the Company with its current electronic mail address and telephone number and the 

electronic mail address and telephone number of (i) in the case of a Participant or 

Sponsored Access Firm, any person who may use a Trader ID assigned to such Participant 
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or Sponsored Access Firm, and (ii) in the case of a Clearing Firm, any person who may set 

risk controls with respect to a Participant or Sponsored Access Firm for which such 

Clearing Firm provides clearing services with respect to Cleared Swaps. Each Participant, 

Sponsored Access Firm and Clearing Firm must immediately (and in any event within 24 

hours) update the contact information described in this paragraph (a) whenever it changes.

(b) Communications from the Company to Participants, Sponsored Access 

Firms and Clearing Firms may be transmitted by electronic mail or posted on the 

Company’s website. Communications made to a Participant, Sponsored Access Firm or 

Clearing Firm shall also be deemed to have been made to its Registered Traders and other 

employees and agents, and each Participant, Registered Trader and Clearing Firm shall be 

responsible for conveying such communications to such Persons as appropriate.

916. Legal Certainty

A Swap entered into on or pursuant to the Rules shall not be void, voidable, 

subject to rescission, otherwise invalidated, or rendered unenforceable as a result of:

(a) A violation by the Company of the provisions of section 5h of the CEA or 

Part 37 of CFTC Regulations;

(b) any CFTC proceeding to alter or supplement a Rule, term, or condition 

under section 8a(7) of the CEA or to declare an emergency under section 8a(9) of the 

CEA; or 

(c) any other proceeding the effect of which is to (i) alter or supplement a 

specific term or condition or trading rule or procedure; or (ii) require the Company to 

adopt a specific term or condition, trading rule or procedure, or to take or refrain from 

taking a specific action.
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CHAPTER 10

CLEARED AND UNCLEARED SWAPS

1001. Cleared Swaps

(a) Submission to Derivatives Clearing Organization. The Company shall 

submit Cleared Swaps to a Derivatives Clearing Organization on behalf of the parties to 

such Swaps.

(b) Risk-Based Limits.

(i) The Company will take steps to facilitate pre-execution checks by 

Clearing Firms for compliance with Risk-Based Limits, and will issue notices to 

Clearing Firms, Participants and Sponsored Access Firms relating thereto.

(ii) Consistent with and to the extent required by CFTC Regulations 

(including CFTC Regulations 1.73 and 23.609):

(A) Each Clearing Firm that is a Participant shall establish 

Risk-Based Limits in its proprietary account;

(B) Each Clearing Firm, whether or not a Participant, shall 

establish Risk-Based Limits in each of its Customer accounts; and

(C) Each Clearing Firm shall to the extent practicable use 

automated means to screen Orders that it has authorized a Participant or 

Sponsored Access Firm to execute electronically and shall establish and 

maintain systems of risk controls reasonably designed to ensure 

compliance with Risk-Based Limits for all other Orders.

(iii) Prior to entering any Order for a Cleared Swap, each Participant or 

Sponsored Access Firm that is acting as principal shall take reasonable steps to 

verify that such Order, if executed, would not exceed the Risk-Based Limits 

established by the Participant or Sponsored Access Firm’s Clearing Firm.

(iv) Prior to entering any Order for a Customer for a Cleared Swap, 

each Participant that is acting as Broker shall require its Customer to take 

reasonable steps to verify that such Order, if executed, would not exceed the RiskBased Limits established by the Customer’s Clearing Firm.

(c) Failure to Clear – Generally. Except as provided in paragraph (d) below, a 

Cleared Swap is affirmatively rejected by the relevant Derivatives Clearing Organization, 

the transaction shall be deemed void ab initio. In the event a transaction is void ab initio, 

the Company will notify the Participants and/or Sponsored Access Firms, their Clearing 

Firms and the Swap Data Repository in accordance with applicable CFTC Regulations 

and guidance. No Participant, Sponsored Access Firm or Customer may enforce an 

agreement or other arrangement with another Participant, Sponsored Access Firm or 

Customer that provides for the assessment of liability or payment of damages between the 
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parties to a Cleared Swap in the event that such Cleared Swap is rejected for clearing, or 

require such an agreement or arrangement as a condition to trading with such other 

Participant, Sponsored Access Firm or Customer in respect of any Cleared Swap.

(d) Cancellation and Resubmission.

(i) As permitted by CFTC No-Action Letter 15-24, expiring June 15, 

2016, if the Company determines that a transaction (including a transaction that is 

a component leg of a Package Transaction) is rejected from clearing by a 

Derivatives Clearing Organization (A) because of a clerical or operational error or 

omission by the Company or by one of the counterparties to the transaction or its 

agent, or (B) in the case of a component leg of a Package Transaction, due to the 

sequencing of the submission of the component legs of the Package Transaction, a 

new transaction, with terms and conditions that match the terms and conditions of 

the original transaction, other than any such error or omission and time of 

execution, may be executed and submitted for clearing without having been 

executed pursuant to the methods set forth in CFTC Regulation 37.9(a)(2). In the 

case of transaction rejected from clearing because of a clerical or operational error 

or omission, if the Company is able to identify and determine how to correct the 

error or omission, it may execute the new transaction without obtaining the 

consent of the counterparties. If the Company is unable to determine how to 

correct the error or omission, the Company, at its election, may either (x) seek 

guidance from the counterparties with respect to how to correct the error, after 

which the Company may then correct the error with the consent of both 

counterparties, or (y) elect not to correct the error, in which case the transaction 

will be treated as void ab initio and shall be cancelled by the Company. In the 

case of a component leg of a Package Transaction rejected due to sequencing, 

both Clearing Firms and each counterparty to the transaction must consent to the 

submission of a new trade. Execution of a new trade and resubmission of such 

trade to clearing pursuant to this subparagraph (i) must occur as quickly as 

technologically practicable after the relevant Clearing Firm(s) receipt of notice of 

the rejection by the Derivatives Clearing Organization, but, in any event, no later 

than 60 minutes from issuance of such notice. If the resubmitted transaction is 

rejected from clearing, such transaction will be void ab initio and shall be 

cancelled by the Company. The counterparties may not resubmit a new 

transaction a second time. The procedure set forth in this subparagraph (i) is not 

available with respect to transactions that are rejected from clearing for credit 

reasons.

(ii) As permitted by CFTC No-Action Letter 15-24, expiring June 15, 

2016, if the Company determines that a clerical or operational error or omission

was made by the Company, one of the counterparties to a transaction or its agent, 

but such operational error or omission was not discovered until after a transaction 

has been cleared, the Company may permit the original counterparties to the 

transaction to enter into a prearranged transaction that offsets the transaction 

carried on the books of the relevant Derivatives Clearing Organization, without 

such transaction having to be executed pursuant to the methods required in CFTC 
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Regulation 37.9(a)(2). The Company may also permit the original counterparties 

(or, if the wrong legal entity was assigned as a counterparty to the original 

transaction, the intended counterparties) to enter into a prearranged transaction 

that corrects the errors in the original transaction, without such transaction having 

to be executed pursuant to the methods required in CFTC Regulation 37.9(a)(2). 

Any transactions executed pursuant to this subparagraph (ii) must be executed and 

submitted for clearing not later than three days after the original, erroneous 

transaction was executed.

(e) No Liability. Except as otherwise required by Applicable Law, the 

Company shall be under no obligation to ensure that Swaps are successfully cleared and 

shall have no liability with respect to a Swap that fails to clear for any reason.

1002. Clearing Firm Requirements

(a) A Clearing Firm may, but is not required to be, a Participant or Sponsored 

Access Firm, but a Clearing Firm that seeks to effect transactions on the Trading Platform 

for its own account or the account of any Customer must be a Participant or Sponsored 

Access Firm. A Participant that is also a Clearing Firm shall have all of the obligations 

under these Rules applicable to Participants and Clearing Firms.

(b) Each Participant that is not a Clearing Firm and that is trading Cleared

Swaps as principal, and each Sponsored Access Firm that is not a Clearing Firm and that 

is trading Cleared Swaps as principal, must obtain prior authorization from a Clearing 

Firm that will guarantee Participant’s or Sponsored Access Firm’s Cleared Swaps to the 

Derivatives Clearing Organization, subject to applicable Risk-Based Limits, or enter into 

an appropriate arrangement with a Person that has such an authorization from a Clearing 

Firm. Where a Participant or Sponsored Access Firm utilizes the services of multiple 

Clearing Firms, a Clearing Firm shall only be responsible to the extent that it has agreed to 

clear a particular Cleared Swap.

(c) Each Participant acting as Broker for a Customer shall confirm with such 

Customer that it has obtained prior authorization from a Clearing Firm that will guarantee 

such Customer’s Cleared Swaps to the Derivatives Clearing Organization, subject to 

applicable Risk-Based Limits, or enter into an appropriate arrangement with a Person that 

has such an authorization from a Clearing Firm. Where a Customer uses the services of 

multiple Clearing Firms, a Clearing Firm shall be responsible only to the extent that it has 

agreed to clear a particular Cleared Swap.

(d) A Clearing Firm may at any time, upon written notice to the Company, 

revoke any authorization made by it to a Participant, Sponsored Access Firm, Customer or 

Registered Trader. Such authorization will remain in effect for all Cleared Swaps for 

which Orders were submitted to the Trading Platform prior to the Company’s 

acknowledgement of the revocation, which the Company shall undertake to effectuate as 

promptly as practicable. Upon the effectiveness of the revocation of an authorization 

given pursuant to this Rule 1002, the right of the Participant, Sponsored Access Firm, 

Customer or Registered Trader to enter into Cleared Swaps will be automatically 
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terminated. Such a Participant, Sponsored Access Firm or Customer must obtain another 

authorization from a Clearing Firm before its right to access the Trading Platform to trade 

Cleared Swaps will be reinstated.

(e) Each Participant, Sponsored Access Firm, and Customer must assist its 

Clearing Firm and the Derivatives Clearing Organization in the clearing of its Cleared 

Swaps.

(f) As used in this Rule 1002 –

(i) the term “Cleared Swap” means a Swap from and after the time it 

has been accepted for clearing by a Derivatives Clearing Organization; and

(ii) the definition of the term “Cleared Swap” in Rule 101 shall not 

apply.

(g) A Clearing Firm that is a Participant may, and a Clearing Firm that is not 

also a Participant shall, appoint at least one of its employees to act as an Authorized 

Representative in accordance with such procedures as the Company may require. An 

Authorized Representative’s access and use of the Trading Platform shall be restricted to 

administrative and credit control functionalities, and an Authorized Representative shall 

not have Trading Privileges unless he or she is also a Registered Trader. The Company 

shall provide each Clearing Firm with one or more user identifications, initial passwords, 

digital certificates and/or other devices (collectively, “Authenticators”) necessary to 

enable its Authorized Representatives to access the Company’s systems as appropriate, 

and Clearing Firm shall be responsible for providing Authenticators to its Authorized 

Representatives. Each Clearing Firm authorizes the Company to act on or, as applicable, 

transmit any instructions the Company receives from Clearing Firm pursuant to methods 

designated by the Company. Clearing Firm will take appropriate steps to maintain, and 

ensure that its Authorized Representatives maintain, the confidentiality of Authenticators 

and secure the Authenticators from unauthorized use. Clearing Firm shall not permit 

anyone other than an Authorized Representative to have access to the Company’s systems 

and shall immediately notify the Company in writing of any loss, theft, unauthorized use 

or misuse of an Authenticator.

1003. Uncleared Swaps

A Participant or Sponsored Access Firm may enter into an Uncleared Swap only 

with a counterparty with which such Participant or Sponsored Access Firm has swap 

trading relationship documentation that meets the requirements of Applicable Law. 

Settlement of Uncleared Swaps shall be effected bilaterally between the parties to the 

Uncleared Swap, and the Company shall have no responsibility whatsoever for any 

element of such settlement. The Company may from time to time in its sole discretion 

issue notices to Participants which set forth procedures that Participants may utilize to 

inform the Company about their credit arrangements with other Participants.
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CHAPTER 11

CONTRACTS

1101. Swap Specifications

(a) The Company will permit trading in Swaps that will be listed by the 

Company and submitted to the CFTC pursuant to Part 40 of the CFTC Regulations from 

time to time. The contract specifications for all such Swaps are attached hereto as 

Appendix A and incorporated by reference into these Rules.

(b) The template terms of any non-deliverable forward contract, vanilla FX 

option or exotic FX option recommended by the Emerging Markets Trade Association 

(“EMTA”) or a recognized successor (the “EMTA Template”) are incorporated by 

reference into the product specifications for each relevant non-deliverable forward 

contract, vanilla FX option or exotic FX option. If the terms of an EMTA Template 

conflict with terms the parties may establish through their pre-existing bilateral agreement 

(including, without limitation, Sections 8.1 and 8.2 of the ISDA Definitions and the FX 

Definitions), the terms of the EMTA Template shall prevail. As used in this paragraph 

(b): (i) “ISDA Definitions” means the definitions and provisions contained in the 2006 

ISDA Definitions, as published by the International Swaps and Derivatives Association, 

Inc.; and (ii) “FX Definitions” means the 1998 FX and Currency Option Definitions 

(including Annex A thereto) as published by ISDA, EMTA and The Foreign Exchange 

Committee.

1102. Rules of the Derivatives Clearing Organization

(a) The clearing services provided by the Derivatives Clearing Organization 

with respect to any 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 

Derivatives Clearing Organization.

(b) Where relevant, delivery of the Commodity underlying a Swap upon 

termination of such Swap and payment of the price in respect thereof shall be made in 

accordance with the rules of the applicable Derivatives Clearing Organization.
APPENDIX A

CONTRACT SPECIFICATIONS
A-2

TABLE OF CONTENTS

CREDIT......................................................................................................................................... 4

Cleared Credit Default Swaps: iTraxx Europe Index Family.................................................5

Cleared Credit Default Swaps: North American CDX Index Family ....................................7

Credit Options and Exotic Options.........................................................................................9

iBoxx Standardized TRS Indices..........................................................................................11

Uncleared Credit Default Swaps: iTraxx Europe Index Family...........................................12

Uncleared Credit Default Swaps: Mortgage Indices............................................................14

Uncleared Credit Default Swaps: North American CDX Index Family ..............................16

ENERGY AND COMMODITIES............................................................................................. 18

Agricultural Swaps ...............................................................................................................19

ERCOT Ancillary Services Swaps.......................................................................................21

European Power Swaps ........................................................................................................22

Freight Options.....................................................................................................................23

Freight Swaps .......................................................................................................................24

Iron Ore, Coal and Fuel Oil Swaps.......................................................................................26

Natural Gas Options..............................................................................................................27

Natural Gas Swaps................................................................................................................28

Power Options.......................................................................................................................29

Power Swaps.........................................................................................................................32

Precious Metals Options.......................................................................................................33

EQUITY....................................................................................................................................... 35

Variance Swaps: NASDAQ-100 Index ................................................................................36

Variance Swaps: Russell 1000 Index....................................................................................38

Variance Swaps: S&P 500 Index..........................................................................................40

Variance Swaps: S&P Toronto Stock Exchange Index........................................................42

FOREIGN EXCHANGE............................................................................................................ 44

Exotic FX Options................................................................................................................45

Non-deliverable Forwards....................................................................................................48

Vanilla FX Options...............................................................................................................51

INTEREST RATES.................................................................................................................... 52

Brazilian Real Interest Rate Swap: Basis .............................................................................53

Brazilian Real Interest Rate Swap: Fixed-to-Floating..........................................................54

Brazilian Real Interest Rate Swap: Forward Rate Agreement .............................................55

Chilean Peso Inflation-Protected Interest Rate Forward ......................................................56

Chilean Peso Inflation-Protected Interest Rate Swap...........................................................57
A-3

Chilean Peso Interest Rate Swap: Basis ...............................................................................58

Chilean Peso Interest Rate Swap: Fixed-to-Floating............................................................59

Chilean Peso Interest Rate Swap: Forward Rate Agreement ...............................................60

Colombian Peso Inflation-Protected Interest Rate Forward.................................................61

Colombian Peso Inflation-Protected Interest Rate Swap......................................................62

Colombian Peso Interest Rate Swap: Basis..........................................................................63

Colombian Peso Interest Rate Swap: Fixed-to-Floating.......................................................64

Colombian Peso Interest Rate Swap: Forward Rate Agreement ..........................................65

Euro EURIBOR Interest Rate Swap: Basis..........................................................................66

Euro EURIBOR Interest Rate Swap: Fixed-to-Floating.......................................................67

Euro EURIBOR Interest Rate Swap: Forward Rate Agreement ..........................................68

Euro EURIBOR Interest Rate Swap: Market Agreed Coupon.............................................69

Euro EURIBOR Interest Rate Swap: Overnight Index ........................................................70

GBP LIBOR Interest Rate Swap: Basis................................................................................71

GBP LIBOR Interest Rate Swap: Fixed-to-Floating ............................................................72

GBP LIBOR Interest Rate Swap: Forward Rate Agreement................................................73

GBP LIBOR Interest Rate Swap: Market Agreed Coupon ..................................................74

GBP LIBOR Interest Rate Swap: Overnight Index..............................................................75

JPY LIBOR Interest Rate Swap: Basis.................................................................................76

JPY LIBOR Interest Rate Swap: Fixed-to-Floating .............................................................77

JPY LIBOR Interest Rate Swap: Forward Rate Agreement.................................................78

Mexican Peso Interest Rate Swap: Basis..............................................................................79

Mexican Peso Interest Rate Swap: Fixed-to-Floating ..........................................................80

Mexican Peso Interest Rate Swap: Forward Rate Agreement..............................................81

Mexican Peso Unidades de Inversion Rate Swap.................................................................82

Swaptions ...........................................................................................................................83

USD LIBOR Interest Rate Swap: Basis ...............................................................................84

USD LIBOR Interest Rate Swap: Fixed-to-Floating............................................................85

USD LIBOR Interest Rate Swap: Forward Rate Agreement ...............................................86

USD LIBOR Interest Rate Swap: Market Agreed Coupon ..................................................87

USD LIBOR Interest Rate Swap: Overnight Index..............................................................88
A-4

CREDIT

Subject to the requirements of the Rules, Swaps in the credit asset class may be effected 

(i) in the Order Book pursuant to Rule 505, (ii) through a Request for Quote pursuant to Rule 

508, (iii) as a voice-executed trade or a Brokered Trade pursuant to Rule 509 or (iv) as a Block 

Trade pursuant to Rule 601.
A-5

Cleared Credit Default Swaps: iTraxx Europe Index Family

Swap Specifications Pursuant to Rule 1101

(i) The terms and conditions of the swap as established by the Clearing Organization in its Rules 

or Bylaws are incorporated by reference herein and are the terms and conditions of the Swap.

(ii) Credit Default swaps on a broad-based Index include Credit Default Swaps, by Clearing 

Organization, including ICE Clear Credit LLC and ICE Clear Europe Ltd, having the following 

characteristics:

Contract Overview An agreement to buy or sell protection on a basket of liquid 

European based entities with an investment grade or high yield 

credit rating, as applicable.

Index Name iTraxx Europe / iTraxx Europe Crossover / iTraxx Europe HiVol

Currency EUR

Quoting Convention and 

Minimum Increment

As agreed by the counterparties.

Minimum Size As agreed by the counterparties

Trading Conventions Buy = Buy Protection, the buyer of protection pays a premium to 

the seller in case of a credit event occurring. Credit events 

include Bankruptcy and Failure to Pay.

Sell = Sell Protection, the seller of protection receives the 

premium payments from the protection buyer. The Seller owns 

the credit risk of the instrument.

Investment grade indices are traded on spread

Swap Conventions Fixed coupon payments are calculated at a spread of 100 bps and 

exchanged on a quarterly basis.

Swap Tenor iTraxx Europe: 5Y, 10Y 

iTraxx Europe Crossover: 5Y 

iTraxx Europe HiVol: 5Y

Applicable Series iTraxx Europe 5Y: Series 10 and all subsequent Series, up to and 

including the current series. 

iTraxx Europe 10Y: Series 7 and all subsequent Series, up to and 

including the current series. 

iTraxx Europe Crossover 5Y: Series 10 and all subsequent 

Series, up to and including the current series. 

iTraxx Europe HiVol 5Y: Series 10 and all subsequent Series, up 

to and including the current series.

Effective Date The date on which the counterparties begin calculating accrued 
A-6

obligations such as fixed payments (i.e., start date of the swap).

Maturity Date The final date on which the obligations no longer accrue and the 

final payment occurs.

Trade Types Outrights; roll trades; curve trades.

Settlement Contingent Payment: Payments related to credit event settlement 

will be determined pursuant to the 2009 ISDA Credit 

Derivatives Determination Committees and Auction Settlement 

Supplement, (i.e., the Big Bang Protocol).

Fixed Quarterly cash payments: reflected in basis points and 

paid by the protection buyer to the seller.

Upfront fee payment: The upfront fee is a portion of the 

payments, expressed in percentage points of the notional, which 

is present valued and paid immediately to the seller.

Trading Hours 00:01-24:00 (ET), Sunday-Friday

Clearing Venue CME or bilateral, as applicable

Block Size As set forth in Appendix F to Part 43 of the CFTC Regulations.

Speculative Limits As set in Part 151 of the CFTC Regulations.

Reportable Levels As set in the CFTC Regulation 15.03.
A-7

Cleared Credit Default Swaps: North American CDX Index Family

Swap Specifications Pursuant to Rule 1101

(i) The terms and conditions of the swap as established by the Clearing Organization in its Rules 

or Bylaws are incorporated by reference herein and are the terms and conditions of the Swap.

(ii) Credit Default Swaps on a broad-based Index include Credit Default Swaps, by Clearing 

Organization, including ICE Clear Credit LLC and ICE Clear Europe Ltd, having the following 

characteristics:

Contract Overview An agreement to buy or sell protection on a basket of North 

American based entities with an investment grade or high yield 

credit rating, as applicable.

Index Name CDX.NA.IG / CDX.NA.HY

Currency USD

Quoting Convention and 

Minimum Increment

As agreed by the counterparties.

Minimum Size As agreed by the counterparties

Trading Conventions Buy = Buy Protection, the buyer of protection pays a premium to 

the seller in case of a credit event occurring. Credit events 

include Bankruptcy and Failure to Pay.

Sell = Sell Protection, the seller of protection receives the 

premium payments from the protection buyer. The Seller owns 

the credit risk of the instrument.

Investment grade indices are traded on spread

Swap Conventions Fixed coupon payments are calculated at a spread of 100 bps and 

exchanged on a quarterly basis.

Swap Tenor CDX.NA.IG: 3Y, 5Y, 7Y, 10Y

CDX.NA.HY: 5Y

Applicable Series CDX.NA.IG 3Y: Series 15 and all subsequent Series, up to and 

including the current series.

CDX.NA.IG 5Y: Series 11 and all subsequent Series, up to and 

including the current series.

CDX.NA.IG 7Y: Series 8 and all subsequent Series, up to and 

including the current series.

CDX.NA.IG 10Y: Series 8 and all subsequent Series, up to and 

including the current series.

CDX.NA.IG 5Y: Series 11 and all subsequent Series, up to and 

including the current series.
A-8

Effective Date The date on which the counterparties begin calculating accrued 

obligations such as fixed payments (i.e., start date of the swap).

Maturity Date The final date on which the obligations no longer accrue and the 

final payment occurs.

Trade Types Outrights; roll trades; curve trades.

Settlement Contingent Payment: payments related to credit event settlement 

will be determined pursuant to the 2009 ISDA Credit 

Derivatives Determination Committees and Auction Settlement 

Supplement, (i.e., the Big Bang Protocol).

Fixed Quarterly cash payments: reflected in basis points and 

paid by the protection buyer to the seller.

Upfront fee payment: the upfront fee is a portion of the 

payments, expressed in percentage points of the notional, which 

is present valued and paid immediately to the seller.

Trading Hours 00:01-24:00 (ET), Sunday-Friday

Clearing Venue CME or bilateral, as applicable

Block Size As set forth in Appendix F to Part 43 of the CFTC Regulations.

Speculative Limits As set in Part 151 of the CFTC Regulations.

Reportable Levels As set in the CFTC Regulation 15.03.
A-9

Credit Options and Exotic Options

Swap Specifications Pursuant to Rule 1101

(i) Options that are not subject to mandatory clearing but which are accepted for clearing by a 

Clearing Organization and which are offered for trading on the SEF as Permitted Transactions 

may be submitted voluntarily by the parties for clearing.

(ii) Options not accepted by a Clearing Organization for clearing may be listed for trading 

subject to the Rules of the SEF as Permitted Transactions.

(iii) The terms and conditions of the options offered for trading as Permitted Transactions on the 

SEF incorporate such credit and other terms as the parties may establish through their preexisting bi-lateral agreement.

(iv) The options listed for trading by the SEF have the following specifications:

Contract Overview An agreement to buy or sell protection on a basket of North 

American based entities with an investment grade or high yield 

credit rating, as applicable.

Option Trade Date As agreed by the counterparties.

Option Seller As agreed by the counterparties.

Option Buyer As agreed by the counterparties.

Premium As agreed by the counterparties.

Strike Price As agreed by the counterparties.

Expiration Date As agreed by the counterparties.

Underlying Index, Security 

or Debt, as applicable

iTraxx Asia Ex Japan

iTraxx Australia

iTraxx Japan

iTraxx SovX

CDX.NA

MCDX

Municipal bonds

Sovereign debt

Corporate debt

Structured credit default swaps (contingent CDS, index 

contingent CDS, first to default, Nth to Default, bespoke 

tranche)

Quoting Convention and 

Minimum Increment

As agreed by the counterparties.
A-10

Minimum Size As agreed by the counterparties.

Effective Date The date on which the counterparties begin calculating accrued 

obligations such as fixed payments (i.e., start date of the swap).

Maturity Date The final date on which the obligations no longer accrue and the 

final payment occurs.

Trade Types Outrights; roll trades; curve trades.

Settlement Contingent Payment - Payments related to credit event 

settlement will be determined pursuant to the 2009 ISDA Credit 

Derivatives Determination Committees and Auction Settlement 

Supplement, (i.e., the Big Bang Protocol).

Fixed Quarterly cash payments - reflected in basis points and 

paid by the protection buyer to the seller.

Upfront fee payment - The upfront fee is a portion of the 

payments, expressed in percentage points of the notional, which 

is present valued and paid immediately to the seller.

Trading Hours 00:01-24:00 (ET), Sunday-Friday

Clearing Venue CME or bilateral, as applicable

Block Size As set forth in Appendix F to Part 43 of the CFTC Regulations.

Speculative Limits As set in Part 151 of the CFTC Regulations.

Reportable Levels As set in the CFTC Regulation 15.03.
A-11

iBoxx Standardized TRS Indices

The terms and conditions of the iBoxx Standardized Total Return Swap indices incorporate by 

reference such credit and other terms as the parties may establish through pre-existing bilateral 

agreements. The iBoxx Standardized Total Return Swap indices have the following 

characteristics:

Contract Overview Each contract is a total return swap where the buyer is obliged to 

pay a predetermined set rate, fixed or variable, to the seller in 

exchange for the notional-based return performance of one of the 

Reference Indices listed below.

Reference Index Markit iBoxx EUR Corporates

Markit iBoxx EUR Liquid HY

Markit iBoxx GBP Corporates

Markit iBoxx USD Domestic Corporates

Markit iBoxx USD Liquid HY

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 Reference Index, as applicable.

Seller: The seller pays (i) the income of the Reference Index and 

(ii) the appreciation of the Reference Index, as applicable.

Settlement Currency EUR, GBP or USD.

Trading Hours 06:00-17:00 (ET), Sunday-Friday.

Speculative Limits None.

Reportable Levels None.
A-12

Uncleared Credit Default Swaps: iTraxx Europe Index Family

Swap Specifications Pursuant to Rule 1101

Contract Overview An agreement to buy or sell protection on a basket of liquid 

European based entities with an investment grade or high yield 

credit rating, as applicable.

Index Name iTraxx Europe 

iTraxx Europe Tranche 

iTraxx Europe Standard Tranche 

iTraxx Japan 

iTraxx Japan Tranche 

iTraxx Asia Ex Japan 

iTraxx Asia Ex Japan Tranche 

iTraxx Australia 

iTraxx Australia Tranche 

iTraxx Blended Tranche 

iTraxx Risky Zero Tranche 

iTraxx Lev X 

iTraxx Sov X 

iTraxx SDI

Currency EUR

Quoting Convention and 

Minimum Increment

As agreed by the counterparties.

Minimum Size As agreed by the counterparties.

Trading Conventions Buy = Buy Protection, the buyer of protection pays a premium to 

the seller in case of a credit event occurring. Credit events 

include Bankruptcy and Failure to Pay.

Sell = Sell Protection, the seller of protection receives the 

premium payments from the protection buyer. The Seller owns 

the credit risk of the instrument.

Investment grade indices are traded on spread

Swap Conventions Fixed coupon payments are calculated at a spread of 100 bps and 

exchanged on a quarterly basis.

Swap Tenor iTraxx Europe: 5Y, 10Y 

iTraxx Europe Crossover: 5Y 

iTraxx Europe HiVol: 5Y

Applicable Series iTraxx Europe 5Y: Series 10 and all subsequent Series, up to and 
A-13

including the current series. 

iTraxx Europe 10Y: Series 7 and all subsequent Series, up to and 

including the current series. 

iTraxx Europe Crossover 5Y: Series 10 and all subsequent 

Series, up to and including the current series. 

iTraxx Europe HiVol 5Y: Series 10 and all subsequent Series, up 

to and including the current series.

Effective Date The date on which the counterparties begin calculating accrued 

obligations such as fixed payments (i.e., start date of the swap).

Maturity Date The final date on which the obligations no longer accrue and the 

final payment occurs.

Trade Types Outrights; roll trades; curve trades.

Settlement Contingent Payment: Payments related to credit event settlement 

will be determined pursuant to the 2009 ISDA Credit 

Derivatives Determination Committees and Auction Settlement 

Supplement, (i.e., the Big Bang Protocol).

Fixed Quarterly cash payments: reflected in basis points and 

paid by the protection buyer to the seller.

Upfront fee payment: The upfront fee is a portion of the 

payments, expressed in percentage points of the notional, which 

is present valued and paid immediately to the seller.

Trading Hours 00:01-24:00 (ET), Sunday-Friday

Clearing Venue CME or bilateral, as applicable

Block Size As set forth in Appendix F to Part 43 of the CFTC Regulations.

Speculative Limits As set in Part 151 of the CFTC Regulations.

Reportable Levels As set in the CFTC Regulation 15.03.
A-14

Uncleared Credit Default Swaps: Mortgage Indices

Swap Specifications Pursuant to Rule 1101

Contract Overview An agreement to buy or sell protection on a basket of North 

American based entities with an investment grade or high yield 

credit rating, as applicable.

Index Name ABX HE 

ABX Tranche 

CMBX 

MBX 

PrimeX 

TRX 

PO 

IOS

Currency USD

Quoting Convention and 

Minimum Increment

As agreed by the counterparties.

Minimum Size As agreed by the counterparties.

Trading Conventions Buy = Buy Protection, the buyer of protection pays a premium to 

the seller in case of a credit event occurring. Credit events 

include Bankruptcy and Failure to Pay.

Sell = Sell Protection, the seller of protection receives the 

premium payments from the protection buyer. The Seller owns 

the credit risk of the instrument.

Investment grade indices are traded on spread

Swap Conventions Fixed coupon payments are calculated at a spread of 100 bps and 

exchanged on a quarterly basis.

Swap Tenor CDX.NA.IG: 3Y, 5Y, 7Y, 10Y

CDX.NA.HY: 5Y

Applicable Series CDX.NA.IG 3Y: Series 15 and all subsequent Series, up to and 

including the current series.

CDX.NA.IG 5Y: Series 11 and all subsequent Series, up to and 

including the current series.

CDX.NA.IG 7Y: Series 8 and all subsequent Series, up to and 

including the current series.

CDX.NA.IG 10Y: Series 8 and all subsequent Series, up to and 

including the current series.

CDX.NA.IG 5Y: Series 11 and all subsequent Series, up to and 
A-15

including the current series.

Effective Date The date on which the counterparties begin calculating accrued 

obligations such as fixed payments (i.e., start date of the swap).

Maturity Date The final date on which the obligations no longer accrue and the 

final payment occurs.

Trade Types Outrights; roll trades; curve trades.

Settlement Contingent Payment: payments related to credit event settlement 

will be determined pursuant to the 2009 ISDA Credit 

Derivatives Determination Committees and Auction Settlement 

Supplement, (i.e., the Big Bang Protocol).

Fixed Quarterly cash payments: reflected in basis points and 

paid by the protection buyer to the seller.

Upfront fee payment: the upfront fee is a portion of the 

payments, expressed in percentage points of the notional, which 

is present valued and paid immediately to the seller.

Trading Hours 00:01-24:00 (ET), Sunday-Friday

Clearing Venue CME or bilateral, as applicable

Block Size As set forth in Appendix F to Part 43 of the CFTC Regulations.

Speculative Limits As set in Part 151 of the CFTC Regulations.

Reportable Levels As set in the CFTC Regulation 15.03.
A-16

Uncleared Credit Default Swaps: North American CDX Index Family

Swap Specifications Pursuant to Rule 1101

Contract Overview An agreement to buy or sell protection on a basket of North 

American based entities with an investment grade or high yield 

credit rating, as applicable.

Index Name CDX.NA.IG 

CDX.NA.IG Tranche 

CDX.NA.IG Standard Tranche 

CDX.NA.HY 

CDX.NA.HY Tranche 

CDX.NA.HY Standard Tranche 

CDX.NA. XO 

CDX.NA. XO Tranche 

CDX.EM 

CDX.EM Tranche 

CDX.EM Diversified 

CDX Blended Tranche 

CDX Risky zero Tranche 

LCDX.NA 

LCDX.NA Tranche 

LCDX.NA Standard Bullet 

LCDX.NA Bullet Tranche 

MCDX.NA 

MCDX.NA Tranche

Currency USD

Quoting Convention and 

Minimum Increment

As agreed by the counterparties.

Minimum Size As agreed by the counterparties.

Trading Conventions Buy = Buy Protection, the buyer of protection pays a premium to 

the seller in case of a credit event occurring. Credit events 

include Bankruptcy and Failure to Pay.

Sell = Sell Protection, the seller of protection receives the 

premium payments from the protection buyer. The Seller owns 

the credit risk of the instrument.

Investment grade indices are traded on spread

Swap Conventions Fixed coupon payments are calculated at a spread of 100 bps and 

exchanged on a quarterly basis.
A-17

Swap Tenor CDX.NA.IG: 3Y, 5Y, 7Y, 10Y

CDX.NA.HY: 5Y

Applicable Series CDX.NA.IG 3Y: Series 15 and all subsequent Series, up to and 

including the current series.

CDX.NA.IG 5Y: Series 11 and all subsequent Series, up to and 

including the current series.

CDX.NA.IG 7Y: Series 8 and all subsequent Series, up to and 

including the current series.

CDX.NA.IG 10Y: Series 8 and all subsequent Series, up to and 

including the current series.

CDX.NA.IG 5Y: Series 11 and all subsequent Series, up to and 

including the current series.

Effective Date The date on which the counterparties begin calculating accrued 

obligations such as fixed payments (i.e., start date of the swap).

Maturity Date The final date on which the obligations no longer accrue and the 

final payment occurs.

Trade Types Outrights; roll trades; curve trades.

Settlement Contingent Payment: payments related to credit event settlement 

will be determined pursuant to the 2009 ISDA Credit 

Derivatives Determination Committees and Auction Settlement 

Supplement, (i.e., the Big Bang Protocol).

Fixed Quarterly cash payments: reflected in basis points and 

paid by the protection buyer to the seller.

Upfront fee payment: the upfront fee is a portion of the 

payments, expressed in percentage points of the notional, which 

is present valued and paid immediately to the seller.

Trading Hours 00:01-24:00 (ET), Sunday-Friday

Clearing Venue CME or bilateral, as applicable

Block Size As set forth in Appendix F to Part 43 of the CFTC Regulations.

Speculative Limits As set in Part 151 of the CFTC Regulations.

Reportable Levels As set in the CFTC Regulation 15.03.
A-18

ENERGY AND COMMODITIES

Subject to the requirements of the Rules, Swaps in the energy and commodities asset 

class may be effected (i) in the Order Book pursuant to Rule 505, (ii) as a voice-executed trade 

or a Brokered Trade pursuant to Rule 509 or (iii) as a Block Trade pursuant to Rule 601.
A-19

Agricultural Swaps

The terms and conditions of Agricultural Swaps incorporate by reference such credit and other 

terms as the parties may establish through pre-existing bilateral agreements. Agricultural Swaps 

have the following characteristics:

Contract Overview An Agricultural Swap represents an agreement to exchange a 

stream of cash flows by reference to the difference between (i) a 

fixed price agreed by the parties and a floating rate based on a 

specified notional amount over a specified term to maturity.

Underlying Commodities Soybean Meal

Trade Date As agreed by the parties.

Effective Date The date on which the calculation of accrued obligations begins 

under the contract.

Notional Amount As agreed by the parties for each relevant Underlying 

Commodity.

Settlement Date As agreed by the parties.

Termination Date As agreed by the parties.

Settlement Type Cash.

Price Source Fixed Price:

Soybean Meal: The equivalent futures contract listed for trading 

on the CBOT using the daily settlement price.

Floating Price:

Based on the futures contract on specified settlement date as 

agreed to by the parties.

Fixed Price Payer Party [A/B]

Floating Price Payer Party [B/A]

Floating Price As agreed by the parties.

Minimum Price 

Fluctuation/Price Tick Size

The minimum price increment is quoted in increments of 

$0.10 per contract.

Settlement Price As agreed by the parties, measured in ten cents ($0.10) per 

contract.

Tenor The duration of the time from the Effective Date to the 

Termination Date

Last Trading Day Trading terminates at the close of business on the last business 

day of each contract month.

Trade Types Outrights and Spread and Switch strategies.
A-20

Payment Frequency As agreed by the parties, but either monthly, quarterly, semiannually or annually.

Holiday Calendar New York and London.

Business Day Convention As agreed by the parties, but must be any valid business day on 

both the New York and London calendars. If not, then it shall be 

the next day that is a business day on both the New York and 

London calendars.
A-21

ERCOT Ancillary Services Swaps

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Contract Overview An agreement to exchange cash flows based on the difference 

between a fixed price agreed to by the parties and a floating rate 

based on an ancillary service over a specified term to maturity.

Reference Ancillary 

Services

ERCOT Regulation Down Service

ERCOT Regulation Up Service

ERCOT Responsive Reserve Service

ERCOT Non-Spinning Reserve Service

Trade Date As determined by the parties.

Effective Date The date on which the parties begin calculating their accrued 

obligations under the swap.

Termination Date As determined by the parties.

Buyer Party [A/B]

Seller Party [B/A]

Fixed Price As determined by the parties.

Floating Price As determined by ERCOT

Determination Period Effective Date through Termination Date.

Payment Date As determined by the parties.
A-22

European Power Swaps

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Contract Overview An agreement to exchange cash flows based on the difference 

between the fixed price agreed by the parties and the floating 

price based on delivery of electricity at the applicable delivery 

point or grid on the specified determination date.

Trade Date As determined by the parties.

Effective Date The date on which the parties begin calculating their accrued 

obligations under the swap.

Termination Date As determined by the parties.

Buyer Party [A/B]

Seller Party [B/A]

Transaction Type [base load swap] [peak load swap] [off-peak swap]

Delivery Point As specified by the parties.

Fixed Price As determined by the parties.

Quantity As determined by the parties.

Floating Price The [base load swap] [peak load swap] [off-peak swap] for the 

applicable delivery point as determined by the relevant system 

operator.

Determination Period Effective Date through Termination Date.

Payment Date As determined by the parties.
A-23

Freight Options

If the freight option is accepted for clearing by a clearing organization, the terms and conditions 

of the freight option incorporate by reference such terms and conditions established by the 

relevant clearing organization in its rules or bylaws. If the freight option is not submitted for

clearing to a clearing organization, the terms and conditions of the freight option incorporate by 

reference such credit and other terms as the parties may establish through their pre-existing 

bilateral agreement. The freight option has the following characteristics:

Contract Overview A freight option contract represents an option to assume a short 

or long position in the underlying freight swap at the strike price.

Underlying Reference 

Routes

Dry Timecharter Basket Routes

CTO (Capesize TC Avg 4) 

PTO (Panamax TC Avg 4) 

STO (Supramax TC Avg 6) 

HTO (Handysize TC Avg 6)

Trade Date The date on which the parties enter into the options contract.

Option Style European Style: A European style option allows the holder to 

exercise only at the expiration date, i.e. a single pre-defined 

point in time.

American Style: An American style option allows the owner to 

exercise the option at any time before the expiration date.

Option Premium The premium is paid at the time of purchase.

Currency USD

Strike Price The price at which an investor can exercise an option.

Expiration Date The date on which the option contract expires.

Expiration Time The time at which the option contract expires.

Settlement Date The date on which the option settles.

Settlement Type [Cash settlement] [Physical settlement]
A-24

Freight Swaps

If the freight swap is accepted for clearing by a clearing organization, the terms and conditions of 

the freight swap incorporate by reference such terms and conditions established by the relevant 

clearing organization in its rules or bylaws. If the freight swap is not submitted for clearing to a 

clearing organization, the terms and conditions of the freight swap incorporate by reference such 

credit and other terms as the parties may establish through their pre-existing bilateral agreement. 

The freight swap has the following characteristics:

Contract Overview A freight swap is an agreement to exchange a stream of cash 

flows by reference to the difference between a fixed rate and a 

floating rate based on a specified notional amount over a 

specified term to maturity.

Trade Date As agreed by the parties.

Effective Date The date on which the calculation of accrued obligations begins 

under the swap.

Reference Routes Dry Timecharter Basket Routes 

CTC (Capesize TC Avg 4) 

PTC (Panamax TC Avg 4) 

STC (Supramax TC Avg 6) 

HTC (Handysize TC Avg 6) 

Dry Voyage Routes 

C3E (Tubarao – Qingdao) 

C4E (Richards Bay – Rotterdam) 

C5E (W Australia – Qingdao) 

C7E (Bolivar – Rotterdam) 

Day Trip Timecharter Routes 

P1A, P1E (Transatlantic RV) 

P2A, P2E (Cont Trip Far East) 

P3A, P3E (Transpacif RV) 

$ per Tonne Tanker Routes 

Baltic TC2 

Baltic TC6 

Baltic TC14 

Baltic TD3 

Baltic TD5 

Baltic TD7 

Baltic TD19

Notional Amount As agreed by the parties for each relevant commodity.

Settlement Dates As agreed by the parties.

Termination Date As agreed by the parties.

Fixed Price Payer Party [A/B]
A-25

Fixed Price As agreed by the parties.

Floating Price Payer Party [B/A]

Floating Price Dry Timecharter Basket Routes In respect of daily settlement, 

the floating price will be the end of day price as supplied by the 

Baltic Exchange. In respect of final settlement, the floating price 

will be the mean of the daily Baltic Exchange spot price 

assessments for every trading day in the expiry month. 

Dry Voyage Routes In respect of daily settlement, the floating 

price will be the end of day price as supplied by the Baltic 

Exchange. In respect of final settlement, the floating price will 

be the mean of the daily Baltic Exchange spot price assessments 

for every trading day in the expiry month.

Day Trip Timecharter Routes In respect of daily settlement, 

the floating price will be the end of day price as supplied by the 

Baltic Exchange. In respect of final settlement for P1A, P2A & 

P3A, the floating price will be the mean of the last 7 Baltic 

Exchange spot price assessments in the expiry month. In respect 

of final settlement for P1E, P2E & P3E, the floating price will be 

the mean of the daily Baltic Exchange spot price assessments for 

every trading day in the expiry month. 

$ per Tonne Tanker Routes In respect of daily settlement, the 

floating price will be the end of day price (in $/t) as supplied by 

the Baltic Exchange. In respect of final settlement, the floating 

price will be a price in US$ per mt calculated as the mean of the 

Baltic Exchange WS rate spot price assessments multiplied by 

the Flat Rate divided by 100 for each pricing date in the expiry 

month.

Price Source Baltic Exchange.

Pricing Date(s) If applicable, as agreed by the parties.

Method of Averaging If applicable, as agreed by the parties.
A-26

Iron Ore, Coal and Fuel Oil Swaps

If the swap is accepted for clearing by a clearing organization, the terms and conditions of the 

freight swap incorporate by reference such terms and conditions established by the relevant 

clearing organization in its rules or bylaws. If the swap is not submitted for clearing to a clearing 

organization, the terms and conditions of the swap incorporate by reference such credit and other 

terms as the parties may establish through their pre-existing bilateral agreement. The swap has 

the following characteristics:

Contract Overview An agreement to exchange a stream of cash flows by reference 

to the difference between (i) a fixed price agreed by the parties 

and a floating rate based on a specified notional amount over a 

specified term to maturity, or (ii) two floating rates based on 

specified notional amounts over a specified term to maturity.

Trade Date As agreed by the parties.

Effective Date The date on which the calculation of accrued obligations begins 

under the contract.

Reference Commodities Iron Ore

Coal

Fuel Oil

Notional Amount As agreed by the parties for each relevant commodity.

Settlement Dates As agreed by the parties.

Termination Date As agreed by the parties.

Fixed Price Payer Party [A/B], if applicable.

Fixed Price [currency] [amount in numerals] [per units of commodity], if 

applicable.

Floating Price Payer Party [B/A], or both Party A and B, if applicable.

Floating Price As agreed by the parties.

Pricing Differential If applicable, as agreed by the parties.

Specified Delivery Point If applicable, as agreed by the parties.

Pricing Dates If applicable, as agreed by the parties.

Method of Averaging If applicable, as agreed by the parties.
A-27

Natural Gas Options

The terms and conditions of Natural Gas Options incorporate by reference such credit and other 

terms as the parties may establish through their pre-existing bilateral agreement. Natural Gas 

Options have the following characteristics:

Contract Overview A natural gas option is a derivative financial instrument that 

gives one party the right, but not the obligation, to buy or sell a 

specific quantity of natural gas from or to another party at a 

specified price on a specified date.

Trade Date As agreed by the parties.

Effective Date The date on which the calculation of accrued obligations under 

the contract.

Commodity Natural Gas

Notional Amount As agreed by the parties.

Option Style [American] [European] [Bermuda] [Asia]

Option Type [Put] [Call]

Buyer Party [A/B]

Seller Party [A/B]

Termination Date As determined by the parties.

Price Source Natural Gas Intelligence, Canadian Gas Price Reporter, Inside 

FERC, Gas Daily, Platts/McGraw Hill or NYMEX, as 

determined by the parties.

Settlement Type [Cash Settlement] [Physical Settlement]

Specified Delivery Point If applicable, as agreed by the parties.

Pricing Date(s) If applicable, as agreed by the parties.

Method of Averaging If applicable, as agreed by the parties.

Total Premium The amount payable by the Buyer to the Seller.

Premium Payment Date(s) The date(s) agreed by the parties.

Expiration Date The date agreed by the parties.

Expiration Time The time agreed by the parties.
A-28

Natural Gas Swaps

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Contract Overview: An agreement to exchange a stream of cash flows by reference 

to the difference between a fixed rate and a floating rate or 

between two floating rates based on a specified notional amount 

over a specified term to maturity.

Trade Date: As agreed by the parties.

Effective Date: The date on which the calculation of accrued obligations under

the contract.

Commodity: Natural Gas

Notional Amount: As agreed by the parties for each relevant commodity.

Settlement Dates: As agreed by the parties.

Termination Date: As agreed by the parties.

Fixed Price Payer: Party [A/B], if applicable.

Fixed Price: [currency] [amount in numerals] [per units of commodity]

Floating Price Payer: Party [A/B], or both Party A and B, if applicable.

Floating Price: As agreed by the parties.

Pricing Differential: If applicable, as agreed by the parties.

Pricing Source: Natural Gas Intelligence, Canadian Gas Price Report, Inside 

FERC, or Platts/McGraw Hill, as determined by the parties.

Specified Delivery Point: If applicable, as agreed by the parties.

Pricing Date(s): If applicable, as agreed by the parties.

Method of Averaging: If applicable, as agreed by the parties.
A-29

Power Options

The terms and conditions of Power Options incorporate by reference such credit and other terms 

as the parties may establish through pre-existing bilateral agreement. Power Options have the 

following characteristics:

Contract Overview A power option contract represents an option to assume a short 

or long position in the underlying New York Mercantile 

Exchange (“NYMEX”) contract at the strike price.

Underlying Reference 

Routes

See NYMEX Contract List below

Trade Date The date on which the parties enter into the options contract.

Option Style European Style: Allows the holder to exercise the option only at 

the expiration date.

American Style: Allows the owner to exercise the option at any 

time before the expiration date.

Option Type Call Option: The right to buy the underlying NYMEX contract 

on a fixed date at a fixed price.

Put Option: The right to sell the underlying NYMEX contract on 

a fixed date at a fixed price.

Strike Price The price agreed upon by the parties at which the buyer can 

exercise an option.

Expiration Date The date at which the option contract expires.

Expiration Time The time on which the option contract expires.

Settlement Date The date on which the option settles.

Settlement Type Cash Settlement: Requires the exchange of cash in the amount of 

the difference between the option strike price and the current 

value of the underlying NYMEX contract at the exercise date.

Premium Date The date on which the premium is due.

Quoting Convention and 

Minimum Increment

Notional amount, agreed by the counterparties.

Minimum Size Notional amount, agreed by the counterparties.
A-30

NYMEX Contract List:

ISO New England Mass Hub 5 MW Peak Calendar-Month Day-Ahead LMP Futures

ISO New England Mass Hub Day-Ahead Off-Peak Calendar-Day 5 MW Futures

ISO New England Mass Hub Day-Ahead Off-Peak Calendar-Month 5 MW Futures

ISO New England Mass Hub Day-Ahead Peak Calendar-Day 5 MW Futures

ISO New England Mass Hub Day-Ahead Peak Calendar-Month 2.5 MW Futures

ISO New England Mass Hub Off-Peak LMP Futures

PJM AECO Zone Off-Peak Calendar-Month Day-Ahead LMP Futures

PJM AECO Zone Peak Calendar-Month Day-Ahead LMP Futures

PJM AEP Dayton Hub 5MW Peak Calendar-Month Real-Time LMP Futures

PJM AEP Dayton Hub Day-Ahead LMP Peak Calendar-Month 5 MW Futures

PJM AEP Dayton Hub Day-Ahead Off-Peak Calendar-Day 5 MW Futures

PJM AEP Dayton Hub Day-Ahead Off-Peak Calendar-Month 5 MW Futures

PJM AEP Dayton Hub Day-Ahead Peak Calendar-Day 5 MW Futures

PJM AEP Dayton Hub Off-Peak LMP Futures

PJM AEP Dayton Hub Real-Time Off-Peak Calendar-Day 5 MW Futures

PJM AEP Dayton Hub Real-Time Off-Peak Calendar-Month 5 MW Futures

PJM AEP Dayton Hub Real-Time Peak Calendar-Day 5 MW Futures

PJM AEP Dayton Hub Real-Time Peak Calendar-Month 2.5 MW Futures

PJM APS Zone Off-Peak Calendar-Month Day-Ahead LMP Futures

PJM APS Zone Peak Calendar-Month Day-Ahead LMP Futures

PJM ATSI Zone 5 MW Off-Peak Calendar-Day Day-Ahead Futures

PJM ATSI Zone 5 MW Off-Peak Calendar-Day Real-Time Futures

PJM ATSI Zone 5 MW Off-Peak Calendar-Month Day-Ahead Futures

PJM ATSI Zone 5 MW Off-Peak Calendar-Month Real-Time Futures

PJM ATSI Zone 5 MW Peak Calendar-Day Day-Ahead Futures

PJM ATSI Zone 5 MW Peak Calendar-Day Real-Time Futures

PJM ATSI Zone 5 MW Peak Calendar-Month Day-Ahead Futures

PJM ATSI Zone 5 MW Peak Calendar-Month Real-Time Futures

PJM BGE Zone Off-Peak Calendar-Month Day-Ahead LMP Futures

PJM BGE Zone Peak Calendar-Month Day-Ahead LMP Futures

PJM ComEd Zone 5 MW Off-Peak Calendar-Month Day-Ahead LMP Futures

PJM ComEd Zone 5 MW Peak Calendar-Month Day-Ahead LMP Futures

PJM Daily Load Forecast Futures

PJM DOM Zone Off-Peak Calendar-Month Day-Ahead LMP Futures

PJM DOM Zone Peak Calendar-Month Day-Ahead LMP Futures

PJM DPL Zone Off-Peak Calendar-Month Day-Ahead LMP Futures

PJM DPL Zone Peak Calendar-Month Day-Ahead LMP Futures

PJM Duquesne Zone 5 MW Off-Peak Calendar-Month Day-Ahead LMP Futures

PJM Duquesne Zone 5 MW Peak Calendar-Month Day-Ahead LMP Futures

PJM Eastern Hub Off-Peak Calendar-Month Day-Ahead LMP Futures

PJM Eastern Hub Peak Calendar-Month Day-Ahead LMP Futures

PJM JCPL Zone Off-Peak Calendar-Month Day-Ahead LMP Futures

PJM JCPL Zone Peak Calendar-Month Day-Ahead LMP Futures

PJM METED Zone Off-Peak Calendar-Month Day-Ahead LMP Futures

PJM METED Zone Peak Calendar-Month Day-Ahead LMP Futures
A-31

PJM Northern Illinois Hub 5 MW Peak Calendar-Month Real-Time LMP Futures

PJM Northern Illinois Hub Day-Ahead LMP Peak Calendar-Month 5 MW Futures

PJM Northern Illinois Hub Day-Ahead Off-Peak Calendar-Day 5 MW Futures

PJM Northern Illinois Hub Day-Ahead Off-Peak Calendar-Month 5 MW Futures

PJM Northern Illinois Hub Day-Ahead Peak Calendar-Day 5 MW Futures

PJM Northern Illinois Hub Off-Peak LMP Futures

PJM Northern Illinois Hub Real-Time Off-Peak Calendar-Day 5 MW Futures

PJM Northern Illinois Hub Real-Time Off-Peak Calendar-Month 5 MW Futures

PJM Northern Illinois Hub Real-Time Peak Calendar-Day 5 MW Futures

PJM Northern Illinois Hub Real-Time Peak Calendar-Month 2.5 MW Futures

PJM Off-Peak Calendar-Month LMP Futures

PJM PECO Zone 5 MW Off-Peak Calendar-Month Day-Ahead LMP Futures

PJM PECO Zone 5 MW Peak Calendar-Month Day-Ahead LMP Futures

PJM PENELEC Zone Off-Peak Calendar-Month Day-Ahead LMP Futures

PJM PENELEC Zone Peak Calendar-Month Day-Ahead LMP Futures

PJM PEPCO Zone Off-Peak Calendar-Month Day-Ahead LMP Futures

PJM PEPCO Zone Peak Calendar-Month Day-Ahead LMP 5 MW Futures

PJM PPL Zone Off-Peak Calendar-Month Day-Ahead LMP Futures

PJM PPL Zone Peak Calendar-Month Day-Ahead LMP Futures

PJM PSEG Zone Off-Peak Calendar-Month Day-Ahead LMP Futures

PJM PSEG Zone Peak Calendar-Month Day-Ahead LMP 5 MW Futures

PJM Western Hub 50 MW Peak Calendar-Month Real-Time LMP Futures

PJM Western Hub Day-Ahead Off-Peak Calendar-Day 5 MW Futures

PJM Western Hub Day-Ahead Off-Peak Calendar-Month 5 MW Futures

PJM Western Hub Day-Ahead Peak Calendar-Day 5 MW Futures

PJM Western Hub Day-Ahead Peak Calendar-Month 5 MW Futures

PJM Western Hub Peak Calendar-Month Real-Time LMP Futures

PJM Western Hub Real-Time Off-Peak Calendar-Day 5 MW Futures

PJM Western Hub Real-Time Off-Peak Calendar-Month 5 MW Futures

PJM Western Hub Real-Time Peak Calendar-Day 5 MW Futures

PJM Western Hub Real-Time Peak Calendar-Month 2.5 MW Futures
A-32

Power Swaps

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Contract Overview An agreement to exchange cash flows based on the difference 

between the fixed price agreed by the parties and the price of 

electricity or the peak load for a system as determined by the 

relevant system operator on the specified determination date.

Trade Date As determined by the parties.

Effective Date The date on which the parties begin calculating their accrued 

obligations under the swap.

Termination Date As determined by the parties.

Buyer Party [A/B]

Seller Party [A/B]

Transaction Type [fixed/floating swap] [peak load swap]

Delivery Point [zone] [node] [hub] specified by the parties.

Fixed Price As determined by the parties.

Quantity [ ] MWhs

Floating Price The [price] [peak load] for the applicable delivery point as 

determined by the relevant system operator.

Determination Period Effective Date through Termination Date.

Payment Date As determined by the parties.
A-33

Precious Metals Options

The terms and conditions of the Precious Metals Options incorporate by reference such credit 

and other terms as the parties may establish through their pre-existing bilateral agreement. The 

Precious Metals Options have the following characteristics:

Contract Overview A precious metals option contract represents an option to assume 

a short or long position in the underlying precious metals 

contract at the strike price.

Reference Commodities Gold

Silver

Palladium

Platinum

Contracts on Reference 

Commodities

NYMEX Palladium

NYMEX Platinum

COMEX Gold

COMEX Silver ICE Gasoil (Monthly)

Trade Date The date on which the parties enter into the options contract.

Option Style European Style: A European style option allows the holder to 

exercise only at the expiration date, i.e. a single pre-defined 

point in time.

American Style: An American style option allows the owner to 

exercise the option at any time before the expiration date.

Call Currency Currency for call option.

Put Currency Currency for put option.

Strike Price The price at which an investor can exercise an option.

Expiration Date The date on which the option contract expires.

Expiration Time The time at which the option contract expires.

Settlement Date The date on which the option settles.

Settlement Type Cash Settlement

Premium Premium amount expressed in the premium currency.

Premium Currency Currency in which the option premium is expressed.

Premium Date The date on which the premium amount is due.

Quoting Convention and 

Minimum Increment

Notional amount, agreed by the counterparties.

Minimum Size Notional amount, agreed by the counterparties.
A-34

Notional Currency Currency in which the contract size is expressed.
A-35

EQUITY

Subject to the requirements of the Rules, Swaps in the equity asset class may be effected 

(i) in the Order Book pursuant to Rule 505, (ii) as a voice-executed trade or a Brokered Trade 

pursuant to Rule 509 or (iii) as a Block Trade pursuant to Rule 601.
A-36

Variance Swaps: NASDAQ-100 Index

Swap Specifications Pursuant to Rule 1101

(i) Swaps that are not subject to mandatory clearing but which are accepted for clearing by a 

Clearing Organization and which are offered for trading on the SEF as Permitted Transactions 

may be submitted voluntarily by the parties for clearing.

(ii) Swaps not accepted by a Clearing Organization for clearing may be listed for trading subject 

to the Rules of the SEF as Permitted Transactions.

(iii) The terms and conditions of the Swaps offered for trading as Permitted Transactions on the 

SEF incorporate such credit and other terms as the parties may establish through their preexisting bi-lateral agreement.

(iv) The variance swaps listed for trading by the SEF have the following specifications:

Effective Date The Observation Start Date.

Termination Date The Cash Settlement Payment Date.

Related Exchange The primary exchange on which futures contracts relating to the 

relevant index are traded, if any.

Variance Buyer As agreed by the counterparties. 

Variance Seller As agreed by the counterparties. 

Equity Amount Payer If the Equity Amount is a positive amount, the Variance Seller 

shall be the Equity Amount Payer and shall pay the Variance 

Buyer an amount equal to the Equity Amount on the Cash 

Settlement Payment Date. If the Equity amount is a negative 

amount, the Variance Buyer shall be the Equity Amount Payer 

and shall pay the Variance Seller an amount equal to the 

absolute value of the Equity Amount on the Cash Settlement 

Payment Date.

Valuation Date As agreed by the counterparties.

Valuation Time The scheduled closing time of the relevant exchange.

Observation Start Date As agreed by the counterparties.

Observation End Date As agreed by the counterparties.

Observation Day Each Scheduled Trading Day during the Observation Period.

Non-Disrupted Observation 

Day

An Observation Day that is not a Disrupted Day.

Observation Period The period from, but excluding, the Observation Start Date to, 

but excluding, the Observation End Date.
A-37

Equity Amount The variance amount multiplied by the difference of (i) the 

square of the final realized volatility and (ii) the Variance Strike 

Price.

Variance Strike Price As agreed by the counterparties. 

Settlement Currency As agreed by the counterparties.

Cash Settlement Payment One settlement cycle following the Valuation Date.
A-38

Variance Swaps: Russell 1000 Index

Swap Specifications Pursuant to Rule 1101

(i) Swaps that are not subject to mandatory clearing but which are accepted for clearing by a 

Clearing Organization and which are offered for trading on the SEF as Permitted Transactions 

may be submitted voluntarily by the parties for clearing.

(ii) Swaps not accepted by a Clearing Organization for clearing may be listed for trading subject 

to the Rules of the SEF as Permitted Transactions.

(iii) The terms and conditions of the Swaps offered for trading as Permitted Transactions on the 

SEF incorporate such credit and other terms as the parties may establish through their preexisting bi-lateral agreement.

(iv) The variance swaps listed for trading by the SEF have the following specifications:

Effective Date The Observation Start Date.

Termination Date The Cash Settlement Payment Date.

Related Exchange The primary exchange on which futures contracts relating to the 

relevant index are traded, if any.

Variance Buyer As agreed by the counterparties. 

Variance Seller As agreed by the counterparties. 

Equity Amount Payer If the Equity Amount is a positive amount, the Variance Seller 

shall be the Equity Amount Payer and shall pay the Variance 

Buyer an amount equal to the Equity Amount on the Cash 

Settlement Payment Date. If the Equity amount is a negative 

amount, the Variance Buyer shall be the Equity Amount Payer 

and shall pay the Variance Seller an amount equal to the 

absolute value of the Equity Amount on the Cash Settlement 

Payment Date.

Valuation Date As agreed by the counterparties.

Valuation Time The scheduled closing time of the relevant exchange.

Observation Start Date As agreed by the counterparties.

Observation End Date As agreed by the counterparties.

Observation Day Each Scheduled Trading Day during the Observation Period.

Non-Disrupted Observation 

Day

An Observation Day that is not a Disrupted Day.

Observation Period The period from, but excluding, the Observation Start Date to, 

but excluding, the Observation End Date.
A-39

Equity Amount The variance amount multiplied by the difference of (i) the 

square of the final realized volatility and (ii) the Variance Strike 

Price.

Variance Strike Price As agreed by the counterparties. 

Settlement Currency As agreed by the counterparties.

Cash Settlement Payment One settlement cycle following the Valuation Date.
A-40

Variance Swaps: S&P 500 Index

Swap Specifications Pursuant to Rule 1101

(i) Swaps that are not subject to mandatory clearing but which are accepted for clearing by a 

Clearing Organization and which are offered for trading on the SEF as Permitted Transactions 

may be submitted voluntarily by the parties for clearing.

(ii) Swaps not accepted by a Clearing Organization for clearing may be listed for trading subject 

to the Rules of the SEF as Permitted Transactions.

(iii) The terms and conditions of the Swaps offered for trading as Permitted Transactions on the 

SEF incorporate such credit and other terms as the parties may establish through their preexisting bi-lateral agreement.

(iv) The variance swaps listed for trading by the SEF have the following specifications:

Effective Date The Observation Start Date.

Termination Date The Cash Settlement Payment Date.

Related Exchange The primary exchange on which futures contracts relating to the 

relevant index are traded, if any.

Variance Buyer As agreed by the counterparties. 

Variance Seller As agreed by the counterparties. 

Equity Amount Payer If the Equity Amount is a positive amount, the Variance Seller 

shall be the Equity Amount Payer and shall pay the Variance 

Buyer an amount equal to the Equity Amount on the Cash 

Settlement Payment Date. If the Equity amount is a negative 

amount, the Variance Buyer shall be the Equity Amount Payer 

and shall pay the Variance Seller an amount equal to the 

absolute value of the Equity Amount on the Cash Settlement 

Payment Date.

Valuation Date As agreed by the counterparties.

Valuation Time The scheduled closing time of the relevant exchange.

Observation Start Date As agreed by the counterparties.

Observation End Date As agreed by the counterparties.

Observation Day Each Scheduled Trading Day during the Observation Period.

Non-Disrupted Observation 

Day

An Observation Day that is not a Disrupted Day.

Observation Period The period from, but excluding, the Observation Start Date to, 

but excluding, the Observation End Date.
A-41

Equity Amount The variance amount multiplied by the difference of (i) the 

square of the final realized volatility and (ii) the Variance Strike 

Price.

Variance Strike Price As agreed by the counterparties. 

Settlement Currency As agreed by the counterparties.

Cash Settlement Payment One settlement cycle following the Valuation Date.
A-42

Variance Swaps: S&P Toronto Stock Exchange Index

Swap Specifications Pursuant to Rule 1101

(i) Swaps that are not subject to mandatory clearing but which are accepted for clearing by a 

Clearing Organization and which are offered for trading on the SEF as Permitted Transactions 

may be submitted voluntarily by the parties for clearing.

(ii) Swaps not accepted by a Clearing Organization for clearing may be listed for trading subject 

to the Rules of the SEF as Permitted Transactions.

(iii) The terms and conditions of the Swaps offered for trading as Permitted Transactions on the 

SEF incorporate such credit and other terms as the parties may establish through their preexisting bi-lateral agreement.

(iv) The variance swaps listed for trading by the SEF have the following specifications:

Effective Date: The Observation Start Date.

Termination Date: The Cash Settlement Payment Date.

Related Exchange: The primary exchange on which futures contracts relating to the 

relevant index are traded, if any.

Variance Buyer: As agreed by the counterparties. 

Variance Seller: As agreed by the counterparties. 

Equity Amount Payer: If the Equity Amount is a positive amount, the Variance Seller 

shall be the Equity Amount Payer and shall pay the Variance 

Buyer an amount equal to the Equity Amount on the Cash 

Settlement Payment Date. If the Equity amount is a negative 

amount, the Variance Buyer shall be the Equity Amount Payer 

and shall pay the Variance Seller an amount equal to the 

absolute value of the Equity Amount on the Cash Settlement 

Payment Date.

Valuation Date: As agreed by the counterparties.

Valuation Time: The scheduled closing time of the relevant exchange.

Observation Start Date: As agreed by the counterparties.

Observation End Date: As agreed by the counterparties.

Observation Day: Each Scheduled Trading Day during the Observation Period.

Non-Disrupted Observation 

Day:

An Observation Day that is not a Disrupted Day.

Observation Period: The period from, but excluding, the Observation Start Date to, 

but excluding, the Observation End Date.
A-43

Equity Amount: The variance amount multiplied by the difference of (i) the 

square of the final realized volatility and (ii) the Variance Strike 

Price.

Variance Strike Price: As agreed by the counterparties. 

Settlement Currency: As agreed by the counterparties.

Cash Settlement Payment: One settlement cycle following the Valuation Date.
A-44

FOREIGN EXCHANGE

Subject to the requirements of the Rules, Swaps in the foreign exchange asset class may 

be effected (i) in the Order Book pursuant to Rule 505, (ii) as a voice-executed trade or a 

Brokered Trade pursuant to Rule 509 or (iii) as a Block Trade pursuant to Rule 601.
A-45

Exotic FX Options

The terms and conditions of the F/X options incorporate by reference such credit and other terms 

as the parties may establish through their pre-existing bilateral agreement. The F/X options have 

the following characteristics:

Contract Overview An exotic foreign-exchange option (or F/X option) is a 

derivative financial instrument that gives one party the right, but 

not the obligation, to buy or sell a specific quantity of one 

currency in exchange for another currency at a pre-arranged 

exchange rate on a specified date, with additional features to 

determine price, exercisability, termination or value that may be 

based on any number of factors, averages, indices or time 

periods. A listing of major F/X options appears below.

Trade Date The date on which the parties enter into the options contract.

Option Style European Style: A European style option allows the holder to 

exercise only at the expiration date, i.e. a single pre-defined 

point in time.

American Style: An American style option allows the owner to 

exercise the option at any time before the expiration date.

Call Currency Currency for call option.

Put Currency Currency for put option.

Strike Price The price at which an investor can exercise an option.

Rebate A feature of some exotic options where the premium of the 

option is refunded if at the time the option expires it has no 

value.

Expiration Date The date at which the option contract expires.

Expiration Time The time on which the option contract expires.

Settlement Date The date on which the option settles.

Premium Premium amount expressed in the premium currency.

Premium Currency Currency in which the option premium is expressed.

Premium Date The date on which the premium amount is due.

Quoting Convention and 

Minimum Increment

Notional amount, agreed by the counterparties.

Minimum Size Notional amount, agreed by the counterparties.

Notional Currency Currency in which the contract size is expressed.
A-46

Binary Options

A Binary (or Digital) Option is an option that has a fixed payment at expiration if the option is in 

the money or nothing at all if the option expires out of the money. Binary options are usually 

European Style options. Below is a list of the Binary Option styles that may be listed for trading 

on GFI’s Trading System:

• One Touch. A one touch option is a type of option that gives the holder a payout one the 

price of the underlying reaches a certain price level, similar to the Barrier Option below. 

However, with the One Touch Binary Option, once the barrier is reached or surpassed a 

predetermined fixed payout is achieved. Whereas, with the Barrier Option, it is the 

optionality that is triggered by the barrier being reached.

• Double One Touch. A double one touch is similar to the one touch option, however in 

this case two predetermined price levels are set which can be above and below the current 

price of the underlying, giving a type of straddle position. The option pays out the fixed 

payment if one of the predetermined price levels are reached or surpassed.

• No Touch/Double No Touch. The no touch and double no touch options are similar to a 

one touch and double one touch. With these, the payment is achieved if the underlying 

does not reach either a single predetermined price level or if the underlying stays within a 

range that is set by two price points for the underlying (the double no touch).

Bermuda Options

Bermuda Options are a hybrid between an American and European style option. Unlike 

American style options, which can be exercised anytime and European style options, which can 

be exercised only upon expiration, Bermuda Options can be exercised prior to maturity, but only 

on certain dates.

Barrier Options

Barrier Options are options that are either activated or deactivated when the price of the 

underlying passes through some predefined value referred to as the barrier. Below is a list of 

Barrier Options styles that may be listed for trading on GFI’s Trading System. Any of these 

styles may be put or call options and may be combined to contain additional features.

• Knock Out. A knock out option has an additional price barrier for the underlying that, if 

reached, causes the option to expire with no value. This sets a limit or cap on the 

potential profit for the option buyer and sets a limit on the potential loss for the option 

writer.

• Double Knock Out. A double knock out option is similar to a knock out option, however 

with the double knock out two price barriers are set on the underlying. If either barrier is 

reached, the option is terminated with no value.

• Knock In. A knock in option is an option contact that is latent until a certain price level 

for the underlying is reached. The price level, or barrier, can only be reached if the option 

is moving out of the money. Until that price level is reached, the option is not 

exercisable.

• Double Knock In. Similar to a knock in, where two price levels for the underlying are 

set. If either of these price levels or barriers are reached, the option becomes exercisable.
A-47

• Reverse Knock In. A reverse knock in option is a European style option that becomes 

exercisable once a predetermined price barrier of the underlying is reached. The barrier 

can only be reached if the option is moving into the money (gaining value). If the price 

level or barrier is hit the payout is based on the underlying vanilla option.

• Reverse Knock Out. Similar to the reverse knock in except in this case if the price 

barrier is hit the option is knocked out and there is no payout. If the price barrier is not 

reached, the option value is based on the underlying vanilla option.

• Knock in Knock out. With this type of option the predetermined price barrier of the 

underlying must be hit to activate the underlying option. One that first barrier is hit and 

the option is activated, there is a second price barrier that can cause the option to be 

knocked out or terminated prior to expiration. If this second barrier is hit before 

expiration, the option is extinguished. An additional form of this type of option may be 

written that is based on which price barrier is hit first. If the knock in barrier is hit, the 

option value is based on the underlying vanilla option and the knock out barrier is no 

longer valid. If the knock out barrier is hit first, the option is extinguished.

• Spot Knock Out. A spot knock out option is one where the barrier price for the 

underlying is the spot price. If the barrier is hit before expiration, the option is knocked 

out.

• European Knock out/Knock In. Similar to the knock out and knock in except the 

barrier set on this option is only applicable at expiration. If the barrier is hit at expiration 

the option is either knocked out or becomes exercisable.
A-48

Non-deliverable Forwards

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Contract Overview An NDF is a forward contract in which the counterparties settle 

the difference between the NDF price or rate and the prevailing 

spot price or rate on an agreed upon notional amount.

Reference Currency Non-deliverable currency:

• CNY Chinese Renminbi

• IDR Indonesian Rupiah

• INR Indian Rupee

• KRW South Korean Won

• MYR Malaysian Ringgit

• PHO Philippine Peso

• TWD Taiwan Dollar

• VND Vietnamese Dong

• EGP Egyptian Pound

• RUB Russian Ruble

• KZT Kazakh Tenge

• ARS Argentine Peso

• BRL Brazilian Real

• CLP Chilean Peso

• COP Colombian Peso

• GTQ Guatemalan Quetzal

• PEN Peruvian Nuevo Sol

• UYU Uruguayan Peso

• VEB Venezuelan Bolivar

Settlement Currency See list below.

Notional Currency Currency in which the contract size is expressed.

Trade Date The date on which the parties enter into the contract.

Quoting Convention and 

Minimum Increment

Notional amount, agreed by the counterparties.

Minimum Size Notional amount, agreed by the counterparties.

Trading Conventions Buy or Sell which refers to the contract size expressed in 

notional currency.
A-49

Forward Rate Currency Exchange Rate expressed as the amount of Reference 

Currency per unit of Settlement Currency.

Settlement Date The date on which the option settles.

Fixing Date The date on which the difference between the prevailing market 

exchange rate and the agreed forward exchange rate is 

calculated.

Settlement Procedure Bilateral settlement performed in settlement currency.

List of currencies:

AED UAE Dirham IDR Indonesian Rupiah 

(NDF)

RON New Romanian Leu

AFN Afghanistan Afghani ILS Israeli Shekel RSD Serbian Dinar

ALL Albanian Lek INR Indian Rupee (NDF) RUB Russian Ruble (NDF)

AMD Armenia Dram ISK Iceland Krona RWF Rwanda Franc

ANG Neth. Ant. Guilder JMD Jamaica Dollar SAR Saudi Riyal

AOA Angolan Kwanza JOD Jordanian Dinar SBD Solomon Is. Dollar

ARS Argentine Peso (NDF) JPY Japanese Yen SCR Seychelles Rupee

ARS Argentine Peso KES Kenyan Shilling SDD Sudanese Dinar

AUD Australian Dollar KGS Kyrgyzstan Som SDG New Sudanese Pound

AWG Aruban Guilder KHR Cambodia Riel SDP Old Sudanese Pound

BAM Bosnia-Herze Convrt 

Mrka

KMF Comoros Franc SEK Swedish Krona

BBD Barbados Dollar KRW South Korean Won 

(NDF)

SGD Singapore Dollar

BDT Bangladesh Taka KWD Kuwaiti Dinar SIT Slovenia Tolar

BGN Bulgarian Lev KYD Cayman Islands Dollar SKK Slovakia Koruna

BHD Bahraini Dinar KZT Kazakhstan Tenge SLL Sierra Leone Leone

BIF Burundi Franc LAK Laos Kip SOS Somali Shilling

BMD Bermudian Dollar LBP Lebanese Pound SRD Suriname Dollar

BND Brunei Dollar LKR Sri Lankan Rupee SSP South Sudanese Pound

BOB Bolivian Boliviano LTL Lithuanian Litas STD Sao Tome Dobra

BRL Brazilian Real (NDF) LVL Latvian Lats SVC El Salvador Colon

BSD Bahamas Dollar MAD Moroccan Dirham THB Thai Baht

BWP Botswana Pula MDL Moldova Leu THO Thai Baht Onshore

BYR Belarus Ruble MGA Malagascy Ariary TJS Tajikistan Somoni

BZD Belize Dollar MKD Macedonia Denar TND Tunisian Dinar

CAD Canadian Dollar MMK Myanmar Kyat TOP Tonga Pa'Anga

CDF Congolese Franc MNT Mongolian Togrog TRY Turkish Lira

CHF Swiss Franc MOP Macau Pataca TTD Trinidad/Tobago Dol

CLF Chilean UF MRO Mauritania Ouguiya TWD Taiwan Dollar (NDF)

CLP Chilean Peso MUR Mauritius Rupee TZS Tanzanian Shilling

CNY China Renminbi (NDF) MVR Maldives Rufiyaa UAH Ukraine Hryvnia (NDF)

COP Colombian Peso MWK Malawi Kwacha UDI Mexican UDI

CRC Costa Rican Colon MXN Mexican Peso UGX Ugandan Shilling
A-50

CVE Cape Verde Escudo MYR Malaysian Ringgit 

(NDF)

USD US Dollar

CZK Czech Koruna MZM Mozambique Metical UYU Uruguay Peso

DJF Djibouti Franc MZN New Mozambique 

Metical

UZS Uzbekistan Sum

DKK Danish Krone NGN Nigeria Naira (NDF) VEE Venezuela Essential 

Rate

DOP Dominican Repb. NID New Iraqi Dinar VEF Venezuelan Bolivar

DZD Algerian Dinar NIO Nicaragua Cordoba VND Vietnamese Dong 

(NDF)

EGP Egyptian Pound (NDF) NLG Dutch Guilder VUV Vanuatu Vatu

ERN Eritrean Nakfa NOK Norwegian Krone WST Samoa (West) Tala

EUR Euro NPR Nepalese Rupee XAF CFA Franc Beac

FJD Fiji Dollar NZD New Zealand Dollar XCD East Caribbean Dollar

GBP British Pound OMR Omani Rial XDR Special Drawing Rights

GEL Georgia Lari PAB Panamanian Balboa XOF CFA Franc Bceao

GMD Gambian Dalasi PEN Peruvian New Sol XPF Pacific Island Franc

GNF Guinea Franc PGK Papua N.G. Kina XSU Sucre

GTQ Guatemala Quetzal PHP Philippines Peso (NDF) YER Yemeni Rial

GYD GuySettlementana 

Dollar

PKR Pakistani Rupee ZAR S. African Rand

HKD Hong Kong Dollar PLN Polish Zloty ZMK Zambian Kwacha

HNL Honduras Lempira PTE Portuguese Escudo ZMW Zambian Kwacha 

(NDF)

HRK Croatia Kuna PYG Paraguay Guarani ZWR Zimbabwe Dollar

HTG Haiti Gourde QAR Qatari Riyal

HUF Hungarian Forint ROL Romanian Leu
A-51

Vanilla FX Options

The terms and conditions of the F/X options incorporate by reference such credit and other terms 

as the parties may establish through their pre-existing bilateral agreement. The F/X options have 

the following characteristics:

Contract Overview A vanilla F/X option is a derivative financial instrument that 

gives one party the right, but not the obligation, to exchange 

money denominated in one currency into another currency at a 

pre-arranged exchange rate on a specified date.

Trade Date The date on which the parties enter into the options contract.

Option Style European Style: A European style option allows the holder to 

exercise only at the expiration date, i.e. a single pre-defined 

point in time.

American Style: An American style option allows the owner to 

exercise the option at any time before the expiration date.

Call Currency Currency for call option.

Put Currency Currency for put option.

Strike Price The price at which an investor can exercise an option.

Rebate A feature of some exotic options where the premium of the 

option is refunded if at the time the option expires it has no 

value.

Expiration Date The date at which the option contract expires.

Expiration Time The time on which the option contract expires.

Settlement Date The date on which the option settles.

Premium Premium amount expressed in the premium currency.

Premium Currency Currency in which the option premium is expressed.

Premium Date The date on which the premium amount is due.

Quoting Convention and 

Minimum Increment

Notional amount, agreed by the counterparties.

Minimum Size Notional amount, agreed by the counterparties.

Notional Currency Currency in which the contract size is expressed.
A-52

INTEREST RATES

Subject to the requirements of the Rules, Swaps in the credit asset class may be effected 

(i) in the Order Book pursuant to Rule 505, (ii) through a Request for Quote pursuant to Rule 

508, (iii) as a voice-executed trade or a Brokered Trade pursuant to Rule 509 or (iv) as a Block 

Trade pursuant to Rule 601.
A-53

Brazilian Real Interest Rate Swap: Basis

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Currency Brazilian Real (BRL)

Floating Rate Indexes CETIP CDI Rate

Stated Termination Date 

Range

As negotiated between the parties

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-54

Brazilian Real Interest Rate Swap: Fixed-to-Floating

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Currency Brazilian Real (BRL)

Floating Rate Indexes CETIP CDI Rate

Stated Start Date Range As negotiated between the parties 

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-55

Brazilian Real Interest Rate Swap: Forward Rate Agreement

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Currency Brazilian Real (BRL)

Floating Rate Indexes CETIP CDI Rate

Stated Termination Date 

Range

As negotiated between the parties

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-56

Chilean Peso Inflation-Protected Interest Rate Forward

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Currency Chilean Peso (CLP)

Floating Rate Indexes Unidad de Fomento (UF)

Settlement Currency U.S. Dollar (USD)

Stated Termination Date 

Range

As negotiated between the parties 

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-57

Chilean Peso Inflation-Protected Interest Rate Swap

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Currency Chilean Peso (CLP)

Floating Rate Indexes Unidad de Fomento (UF)

Stated Start Date Range As negotiated between the parties 

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-58

Chilean Peso Interest Rate Swap: Basis

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Currency Chilean Peso (CLP)

Floating Rate Indexes LIBOR/Indice Camara Promedio

Stated Termination Date 

Range

As negotiated between the parties 

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-59

Chilean Peso Interest Rate Swap: Fixed-to-Floating

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Currency Chilean Peso (CLP)

Floating Rate Indexes Indice Camara Promedio

Stated Start Date Range As negotiated between the parties 

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-60

Chilean Peso Interest Rate Swap: Forward Rate Agreement

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Currency Chilean Peso (CLP)

Floating Rate Indexes Indice Camara Promedio

Stated Termination Date 

Range

As negotiated between the parties

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-61

Colombian Peso Inflation-Protected Interest Rate Forward

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Currency Colombian Peso

Floating Rate Indexes Unidad de valor real

Settlement Currency U.S. Dollar (USD)

Stated Termination Date 

Range

As negotiated between the parties 

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-62

Colombian Peso Inflation-Protected Interest Rate Swap

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Currency Colombian Peso (COP)

Floating Rate Indexes Unidad de valor real (UVR)

Stated Start Date Range As negotiated between the parties 

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-63

Colombian Peso Interest Rate Swap: Basis

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Currency Colombian Peso (COP)

Floating Rate Indexes Tasa de cambio del peso colombiano (TRM)

Stated Termination Date 

Range

As negotiated between the parties 

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-64

Colombian Peso Interest Rate Swap: Fixed-to-Floating

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Currency Colombian Peso (COP)

Floating Rate Indexes Tasa de cambio del pero colombiano (TRM)

Stated Start Date Range As negotiated between the parties

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-65

Colombian Peso Interest Rate Swap: Forward Rate Agreement

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Currency Colombian Peso (COP)

Floating Rate Indexes Tasa de Cambio del peso colombiano (TRM)

Stated Termination Date 

Range

As negotiated between the parties

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-66

Euro EURIBOR Interest Rate Swap: Basis

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency Euro (EUR)

Floating Rate Indexes EURIBOR/EURIBOR

EURIBOR/SONIAS

Stated Termination Date 

Range

28 days to 50 years

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-67

Euro EURIBOR Interest Rate Swap: Fixed-to-Floating

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency Euro (EUR)

Floating Rate Indexes EURIBOR

Stated Start Date Range 28 days to 50 years 

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-68

Euro EURIBOR Interest Rate Swap: Forward Rate Agreement

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency Euro (EUR)

Floating Rate Indexes EURIBOR

Stated Termination Date 

Range

3 days to 3 years

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-69

Euro EURIBOR Interest Rate Swap: Market Agreed Coupon

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency Euro

Fixed Coupon http://www.sifma.org/services/standard-forms-anddocumentation/swaps/

Floating Rate Indexes EURIBOR

Tenors 1y, 2yrs, 3yrs, 5yrs, 7yrs, 10yrs, 15yrs, 20yrs, 30yrs

Effective Dates IMM dates (3rd Weds of March, June, September, December)
A-70

Euro EURIBOR Interest Rate Swap: Overnight Index

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency Euro (EUR) (“EONIAS”)

Floating Rate Indexes EURIBOR

Stated Termination Date 

Range

7 days to 50 years

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-71

GBP LIBOR Interest Rate Swap: Basis

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency Sterling (GBP)

Floating Rate Indexes LIBOR/LIBOR

LIBOR/SONIAS

Stated Termination Date 

Range

28 days to 50 years 

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-72

GBP LIBOR Interest Rate Swap: Fixed-to-Floating

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency Sterling (GBP)

Floating Rate Indexes LIBOR

Stated Start Date Range 28 days to 50 years 

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-73

GBP LIBOR Interest Rate Swap: Forward Rate Agreement

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency Sterling (GBP)

Floating Rate Indexes LIBOR

Stated Termination Date 

Range

3 days to 3 years

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-74

GBP LIBOR Interest Rate Swap: Market Agreed Coupon

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency Sterling

Fixed Coupon http://www.sifma.org/services/standard-forms-anddocumentation/swaps/

Floating Rate Indexes LIBOR

Tenors 1y, 2yrs, 3yrs, 5yrs, 7yrs, 10yrs, 15yrs, 20yrs, 30yrs

Effective Dates IMM dates (3rd Weds of March, June, September, December)
A-75

GBP LIBOR Interest Rate Swap: Overnight Index

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency Sterling (GBP) (“SONIAS”)

Floating Rate Indexes LIBOR

Stated Termination Date 

Range

7 days to 50 years 

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-76

JPY LIBOR Interest Rate Swap: Basis

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency Yen (JPY)

Floating Rate Indexes LIBOR

Stated Start Date Range 28 days to 30 years 

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-77

JPY LIBOR Interest Rate Swap: Fixed-to-Floating

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency Yen (JPY)

Floating Rate Indexes LIBOR

Stated Start Date Range 28 days to 30 years 

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-78

JPY LIBOR Interest Rate Swap: Forward Rate Agreement

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency Yen (JPY)

Floating Rate Indexes LIBOR

Stated Termination Date 

Range

3 days to 3 years

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-79

Mexican Peso Interest Rate Swap: Basis

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Currency Mexican Peso (MXN)

Floating Rate Indexes LIBOR/28 day MXN-TIIE-Banxico Index

Stated Termination Date 

Range

As negotiated between the parties

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-80

Mexican Peso Interest Rate Swap: Fixed-to-Floating

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Currency Mexican Peso (MXN)

Floating Rate Indexes 28 day MXN-TIIE-Banxico Index

Stated Start Date Range As negotiated between the parties

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-81

Mexican Peso Interest Rate Swap: Forward Rate Agreement

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Currency Mexican Peso (MXN)

Floating Rate Indexes 28 day MXN-TIIE-Banxico index

Stated Termination Date 

Range

As negotiated between the parties

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-82

Mexican Peso Unidades de Inversion Rate Swap

The terms and conditions of the swaps incorporate by reference such credit and other terms as 

the parties may establish through their pre-existing bilateral agreement. The swaps have the 

following characteristics:

Currency Mexican Peso (MXN)

Floating Rate Indexes Unidades de Inversion (UDI)

Stated Start Date Range As negotiated between the years 

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-83

Swaptions

The terms and conditions of the swaptions incorporate by reference such credit and other terms 

as the parties may establish through their pre-existing bilateral agreement. The swaptions have 

the following characteristics:

Contract Overview A swaption is a derivative financial instrument that gives the 

owner the right but not the obligation to enter into the underlying 

interest rate swap

Trade Date The date on which parties enter into the contract

Swaption Type A payer swaption gives the owner of the swaption the right to 

enter into a swap where they pay the fixed leg and receive the 

floating leg

A receiver swaption gives the owner of the swaption the right 

to enter into a swap in which they will receive the fixed leg, and 

pay the floating rate leg

Payer Currency Currency for payer swaption

Receiver Currency Currency for receiver swaption

Strike Price The asset price at which the investor can exercise an option

Expiration Date Date at which swaption contract expires

Expiration Time Time at which swaption contract expires

Settlement Date Settlement date of the swaption contract

Premium Premium amount expressed in premium currency

Premium Currency Currency in which swaption premium is expressed

Premium Date Date on which premium amount is due

Quoting Convention and 

Minimum Increment

Notional amount, as agreed by counterparties

Minimum Size Notional amount, as agreed by counterparties

Notional Currency Currency in which contract size is expressed

Settlement Procedure Bilateral settlement performed in settlement currency

Trading Hours 00:01 - 24:00 Sunday-Friday Eastern Time

Clearing Venue Bilateral
A-84

USD LIBOR Interest Rate Swap: Basis

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency U.S. Dollar

Floating Rate Indexes LIBOR/LIBOR

LIBOR/Fed Funds

LIBOR/OIS

Including Spread over Treasuries

LIBOR/MXN-TIIE-Banxico (MXN IRS Benchmark)

LIBOR/ICP (CLP IRS Benchmark)

Stated Termination Date 

Range

28 days to 50 years

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-85

USD LIBOR Interest Rate Swap: Fixed-to-Floating

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency U.S. Dollar (USD)

Floating Rate Indexes LIBOR

Stated Start Date Range 28 days to 50 years 

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-86

USD LIBOR Interest Rate Swap: Forward Rate Agreement

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency U.S. Dollar

Floating Rate Indexes LIBOR

Stated Termination Date 

Range

3 days to 3 years

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
A-87

USD LIBOR Interest Rate Swap: Market Agreed Coupon

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency U.S. Dollar

Fixed Coupon http://www.sifma.org/services/standard-forms-anddocumentation/swaps/

Floating Rate Indexes LIBOR

Tenors 1y, 2yrs, 3yrs, 5yrs, 7yrs, 10yrs, 15yrs, 20yrs, 30yrs

Effective Dates IMM dates (3rd Weds of March, June, September, December)
A-88

USD LIBOR Interest Rate Swap: Overnight Index

The terms and conditions of the swap as established by the DCO in its rules or bylaws are 

incorporated by reference herein and are the terms and conditions of the swap. The swaps have 

the following characteristics:

Currency U.S. Dollar (USD) (“OIS”)

Floating Rate Indexes LIBOR

Stated Termination Date 

Range

7 days to 50 years 

Spot & Forward starting, and broken dates (bespoke tenors)

Optionality No

Dual Currencies No

Conditional Notional 

Amounts

No
110773114

APPENDIX B

LIST OF SWAP DATA REPOSITORIES
B-2

110773114

The Company currently reports swap data in accordance with Commodity Futures Trading 

Commission Regulations to the following swap data repositories (as shown by asset class):

Commodities (Precious Metals)

DTCC Data Repository (U.S.) LLC

Commodities (Other Commodities)

ICE Trade Vault, LLC

Credit

DTCC Data Repository (U.S.) LLC

Equities

DTCC Data Repository (U.S.) LLC

Foreign Exchange

DTCC Data Repository (U.S.) LLC

Interest Rates

DTCC Data Repository (U.S.) LLC
110979304

APPENDIX C

EXCERPT FROM

ISDA DODD FRANK ACT

SWAP TRANSACTION REPORTING

PARTY REQUIREMENTS
C-2

110979304

1. Credit

Where both parties are the same hierarchy level (e.g., MSP vs. MSP, SD vs. SD, or non‐SD/MSP 

vs. non‐SD/MSP), the RP is the Floating Rate Payer (a/k/a ‘seller’). For Swaptions, the RP is the 

Floating Rate Payer of the underlying swap.

For Real Time Reporting of step‐in novations, the RP should be determined between the 

Transferor and Transferee based on the above and the position of the Transferee. So, if both 

parties are of the same classification and the Transferee is the Seller (Floating Rate Payer) in the 

novated transaction, the Transferee is the RP. If the Transferee is the Buyer (Fixed Rate Payer), 

then the Transferor is the RP.

For novated transactions, the RP should be reassessed between the Transferee and Remaining 

Party based on the above.
C-3

110979304

2. Rates

Product Attribute Determination

Tiebreaker Logic

When the LEI/pre-LEI tiebreaker is invoked the following processes will be used:

1. Identifier Tiebreaker Logic Scenarios

i. When only one firm has an LEI/pre-LEI then the party with the LEI/pre-LEI is the 

RP.

ii. When both firms have an LEI/pre-LEI then determine based on comparison of the 

two LEI/pre-LEIs in accordance with the below.

2. Determining sort order of identifiers

• LEI/pre-LEI are comprised of characters from the following set (0-9, A-Z).

• For avoidance of doubt, before comparing IDs convert all IDs to UPPER CASE 

only.
C-4

110979304

• For comparison basis the sort order will be reverse ASCII sort order. For 

avoidance of doubt the following are sort order of precedence:

o Z, Y, X, W, V, U, T, S, R, Q, P, O, N, M, L, K, J, I, H, G, F, E, D, C, B, A, 9, 

8, 7, 6, 5, 4, 3, 2, 1, 0.

3. When comparing two IDs the RP will be the firm with the first ID in the list when sorted 

in reverse ASCII sort order.
C-5

110979304

3. Equity

When both parties are of the same hierarchy level, the RP will be the:

• Seller of performance on any product in the taxonomy.1

• Seller of product on all other (exotic) products in the taxonomy.

• If seller cannot be identified the fall back would be for the parties to agree amongst 

themselves.

• For Portfolio Swaps Agreements (PSA’s) the seller will remain the seller regardless of 

the underlying’s performance.

For the avoidance of doubt, if the trade is confirmed via negative affirmation, the provider of the 

negative affirmation agreement is the RP.

 1 http://www2.isda.org/otc‐taxonomies‐and‐upi/
C-6

110979304

4. Commodities

A seller convention applies if the executed trade is one of the trade types enumerated in the table 

below. Otherwise, the LEIs of the parties should be compared in standard ASCII order and the 

party with the first ID in the list will be the RP.
C-7

110979304

5. FX

When asset class tie‐breaker logic needs to be applied:

• For Cash trades: The RP is the counterparty selling the currency that occurs first in the 

26‐letter English alphabet.

• For Options: The RP is the seller of the option.

For more information see:

http://www.gfma.org/uploadedfiles/initiatives/foreign_exchange_(fx)/determiningreportingparty

un derdoddfrank.pdf