Exhibit B

Rulebook (clean)

[see attached]
SWAPEX, LLC

RULEBOOK

FEBRUARY 3, 2016

Revised January 19, 2016
TABLE OF CONTENTS

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

Rule 101. General.................................................................................................................1

Rule 102. Rules of Construction ..........................................................................................9

CHAPTER 2. GOVERNANCE.................................................................................................... 10

Rule 201. Board..................................................................................................................10

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

Rule 203. Qualifications of Directors, Officers, Committee Members, Disciplinary 

Panel Members and Appeal Panel Members.....................................................10

Rule 204. Standing Committees.........................................................................................11

Rule 205. Additional Committees......................................................................................12

Rule 206. Conflicts of Interest............................................................................................13

Rule 207. Maintenance of Books and Records by the Company; Provision of 

Information to the CFTC...................................................................................14

CHAPTER 3. TRADING SYSTEM............................................................................................. 16

Rule 301. Access to the Trading System............................................................................16

Rule 302. Participant Eligibility Requirements..................................................................16

Rule 303. Participant Application Procedure .....................................................................17

Rule 304. Authorized Traders ............................................................................................19

Rule 305. Authorized Users ...............................................................................................20

Rule 306. Independent Software Vendors..........................................................................21

Rule 307. Limitations on Access to the Trading System ...................................................21

Rule 308. Notices and Other Communications..................................................................22

Rule 309. Designated Representatives...............................................................................22

Rule 310. Application of Rules; Jurisdiction of the Company...........................................22

Rule 311. Withdrawal of Participant..................................................................................23

Rule 312. Dues, Assessments and Fees..............................................................................23

CHAPTER 4. BUSINESS CONDUCT........................................................................................ 24

Rule 401. Duties and Responsibilities of Participants and Authorized Traders.................24

Rule 402. Required Notices................................................................................................25

Rule 403. Inspections by the Company..............................................................................26

Rule 404. Financial and Related Reporting Requirements ................................................26

Rule 405. Restrictions on Activity .....................................................................................26

Rule 406. Customers ..........................................................................................................27

Rule 407. Publication of Trade Information.......................................................................28

Rule 408. Disaster Recovery; Business Continuity............................................................28

Rule 409. Anti-Money Laundering Obligations.................................................................28

CHAPTER 5. TRADING PRACTICES....................................................................................... 29

Rule 501. Scope..................................................................................................................29

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Rule 502. Rule Violations..................................................................................................29

Rule 503. Just and Equitable Principles of Trade; Acts Detrimental.................................29

Rule 504. Fraudulent Acts Prohibited ................................................................................29

Rule 505. Fictitious or Noncompetitive Transactions Prohibited ......................................29

Rule 506. Market Manipulation Prohibited........................................................................29

Rule 507. Disruptive Trading Practices Prohibited............................................................30

Rule 508. Prohibition of Misstatements.............................................................................30

Rule 509. Misuse of the Trading System ...........................................................................30

Rule 510. Financial or Other Incentive Programs..............................................................30

Rule 511. Withholding of Customer Orders Prohibited; Priority of Customer Orders......30

Rule 512. Handling of Customer Orders............................................................................31

Rule 513. Disclosing Orders and Requests for Quotes Prohibited.....................................32

Rule 514. Wash Sales Prohibited .......................................................................................32

Rule 515. “Moneypassing,” Prearranged, Pre-Negotiated and Noncompetitive 

Transactions Prohibited.....................................................................................32

Rule 516. Responsibility for Customer Orders ..................................................................33

Rule 517. Discretionary Customer Orders .........................................................................33

Rule 518. Recordkeeping; Audit Trail ...............................................................................33

Rule 519. Position Accountability......................................................................................35

Rule 520. Position Limits...................................................................................................35

Rule 521. Position Information ..........................................................................................35

Rule 522. Aggregation of Positions....................................................................................35

Rule 523. Position Limits and Position Accountability Levels..........................................35

Rule 524. Operation of the Trading System.......................................................................36

Rule 525. Confirmation of Transactions............................................................................38

Rule 526. Trade Cancellations, Error Correction and Price Adjustments..........................39

Rule 527. Limitation of Liability; No Warranties..............................................................45

Rule 528. Swap Data Reporting .........................................................................................48

Rule 529. Updating Reportable Swap Data........................................................................49

CHAPTER 6. BLOCK TRADES ................................................................................................. 50

Rule 601. Block Trades......................................................................................................50

Rule 602. Time-Stamp Requirements for Block Trades....................................................51

CHAPTER 7. DISCIPLINARY RULES...................................................................................... 52

Rule 701. General...............................................................................................................52

Rule 702. Inquiries and Investigation.................................................................................53

Rule 703. Reports of Investigations ...................................................................................54

Rule 704. Opportunity to Respond.....................................................................................55

Rule 705. Review of Investigation Reports........................................................................55

Rule 706. Notice of Charges ..............................................................................................56

Rule 707. Service of Notice................................................................................................57

Rule 708. Answer to Notice of Charges.............................................................................57

Rule 709. Settlements.........................................................................................................58

Rule 710. Disciplinary Panel..............................................................................................59

Rule 711. Respondent’s Review of Evidence ....................................................................60

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Rule 712. Hearings.............................................................................................................60

Rule 713. Decision of Hearing Panel .................................................................................62

Rule 714. Sanctions............................................................................................................63

Rule 715. Appeal from Hearing Panel Decisions and Summary Actions (Other than 

Summary Impositions of Fines) ........................................................................64

Rule 716. Summary Imposition of Fines............................................................................66

Rule 717. Summary Suspensions and Other Summary Actions........................................67

Rule 718. Rights and Responsibilities After Suspension or Termination..........................67

Rule 719. Notice of Disciplinary Proceedings...................................................................68

Rule 720. Regulatory Services Provider ............................................................................68

CHAPTER 8. ARBITRATION RULES ...................................................................................... 69

Rule 801. General...............................................................................................................69

Rule 802. Forum and Arbitration Rules.............................................................................69

Rule 803. Initiating an Arbitration Claim...........................................................................69

Rule 804. Claims Relating to Trade Cancellations or Price Adjustments..........................69

Rule 805. Penalties.............................................................................................................69

CHAPTER 9. MISCELLANEOUS.............................................................................................. 71

Rule 901. Contract Specifications......................................................................................71

Rule 902. Legal Certainty...................................................................................................71

Rule 903. Trading by Company Officials Prohibited; Misuse of Material, NonPublic Information.............................................................................................71

Rule 904. Proprietary Information; Use of Market Data....................................................72

Rule 905. Confidentiality ...................................................................................................74

Rule 906. Recording of Communications..........................................................................75

Rule 907. Information-Sharing Agreements ......................................................................75

Rule 908. Force Majeure ....................................................................................................76

Rule 909. Extension or Waiver of Rules............................................................................76

Rule 910. Effect of Amendment, Repeal or New Rule ......................................................76

Rule 911. Signatures...........................................................................................................77

Rule 912. Governing Law; Legal Proceedings...................................................................77

Rule 913. Emergencies.......................................................................................................77

Rule 914. Indemnification..................................................................................................78

CHAPTER 10. CLEARING......................................................................................................... 80

Rule 1001. Clearing Firm Requirements..............................................................................80

Rule 1002. Submission of Contracts to Derivatives Clearing Organization........................80

Rule 1003. Clearing Firm Representation............................................................................80

Rule 1004. Responsibility of Participants and Authorized Traders.....................................80

Rule 1005. Rules of the Derivatives Clearing Organization ................................................80

CHAPTER 11. CONTRACT SPECIFICATIONS....................................................................... 81

Rule 1101. Non-Deliverable Foreign Exchange Forwards (USD Settlement Currency) 

(Uncleared)........................................................................................................81

Rule 1102. Cross-Rate Non-Deliverable Foreign Exchange Forwards (Uncleared) ...........83

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Rule 1103. Synthetic Non-Deliverable Foreign Exchange Forwards (Uncleared)..............85

Rule 1104. LCH Clearnet Limited Cleared Non-Deliverable Foreign Exchange 

Forwards*..........................................................................................................87

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CHAPTER 1. DEFINITIONS

Rule 101. General

Unless the context otherwise requires, the terms defined in this Rule have the meanings 

specified below for all purposes under the Rules:

“Affiliate” means, with respect to any Person, any Person who, directly or indirectly, 

Controls, is Controlled by, or is under common Control with, such other Person.

“Appeal Panel” means the panel appointed in accordance with Rule 715 to consider an 

appeal from an order of a Hearing Panel pursuant to Rule 713 or a notice of summary action 

imposed pursuant to Rule 717 or appointed to consider an appeal from a summary imposition of 

a fine pursuant to Rule 716, and to affirm, modify or reverse all or any portion of such order,

notice or fine.

“Appeal Panel Member” means an individual who is appointed to, and serves as, a 

member of an Appeal Panel.

“Applicable Law” means, with respect to any Person, any statute, or any rule, regulation

or ordinance of any Government Agency, Derivatives Clearing Organization or Self-Regulatory 

Organization, in any case applicable to such Person.

“Audit Trail” has the meaning given that term in Rule 518(b).

“Authorized Trader” means a Person (not an individual) who is authorized by a 

Participant to access the Trading System pursuant to Rule 304.

“Authorized User” means an individual who is employed by or is an agent of a 

Participant, an Authorized Trader or a Clearing Firm and who has been authorized to access the 

Trading System pursuant to Rule 305. When used in reference to a Participant, “Authorized 

User” means and includes (i) such Participant’s Authorized Users and (ii) employees and agents 

of the Participant’s Authorized Traders who have been designated by the Authorized Trader as 

Authorized Users.

“Block Trade” means a publicly reportable swap transaction that:

(1) Involves a swap that is listed on a registered swap execution facility;

(2) Occurs away from the Company’s trading system and is executed 

pursuant to Chapter 6 of the Rules;

(3) Has a notional or principal amount at or above the appropriate minimum block 

size applicable to such swap; and

(4) Is reported subject to the Rules, including the appropriate time delay 

requirements set forth in CFTC Regulation 43.5.
“Board” means the Board of Directors of the Company.

“Breakage Agreement” means any arrangement that provides for the assessment of 

liability or payment of damages between the parties to the Cleared Contract in the event the 

Cleared Contract is rejected from clearing, as such term is defined or interpreted by the CFTC 

from time to time.

“Business Day” means a 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 chairman of the Board.

“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 Contracts” has the meaning given that term in Rule 1002.

“Clearing Firm” means a Person, whether or not a Participant, that has been approved as 

a member or participant in one or more Derivatives Clearing Organizations and that is authorized 

pursuant to the rules of such a Derivatives Clearing Organization to clear Contracts for 

customers; provided that, the term “Clearing Firm” as used herein shall be deemed to refer to 

such Person solely in its capacity as a Clearing Firm and not, as applicable, in its capacity as a 

Participant.

“Committee” means a committee established by the Board.

“Company” means SwapEx, LLC or any successor thereto.

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

by, the Company, or any individual rendering similar services to the Company under an 

administrative or similar agreement.

“Company Proceeding” means any Disciplinary Proceeding or an appeal from a 

Disciplinary Proceeding.

“Company Requirements” means (i) the Rules and other requirements implemented by 

the Company under the Rules, (ii) the applicable Contract Specifications, and (iii) the Participant 

Documentation and other contractual obligations between a Participant, Authorized Trader 

and/or Authorized User and the Company.

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“Contract” means a Swap and an Exempt Swap.

“Contract Specifications” means, with respect to any Contract, the terms and conditions,

rules or other trading protocols, as adopted, amended, supplemented or otherwise modified from 

time to time by the Company and published on the Company’s website in accordance with Part 

40 of the CFTC Regulations. 

“Control” means the possession, direct or indirect, of the power to direct or cause the 

direction of the management and policies of a Person, whether through the ownership of voting 

securities, by contract, or otherwise. The terms “Controlling” or “Controlled” shall have 

meanings correlative to the foregoing.

“Covered Person” has the meaning given that term in Rule 903(b).

“CTI” has the meaning given that term in Rule 518(d).

“Customer” means (i) an Eligible Contract Participant that has authorized a Participant or 

Authorized Trader to cause transactions in Contracts to be made for its account, and (ii) a DMA 

Customer.

“Customer Order” means, with respect to a Participant or Authorized Trader, an Order or 

Request for Quote that has been provided to such Participant or Authorized Trader, as applicable, 

by or on behalf of a Customer. 

“DMA Customer” means an Eligible Contract Participant who is authorized by a 

Participant to submit Customer Orders electronically on the Participant’s system or platform for 

onward transmission to the Trading System through the User ID assigned to an Authorized User

of the Participant.

“Derivatives Clearing Organization” has the meaning given that term in section 1a(9) of 

the CEA and, as used in these Rules, means a derivatives clearing organization that is registered 

or exempt from registration as such with the CFTC and that is engaged in the clearing of one or 

more Contracts.

“Designated Representative” means an individual, designated by a Participant or an 

Authorized Trader pursuant to Rule 309, with authority to act on behalf of such Participant or 

Authorized Trader, as applicable. 

“Direct Losses” means any Losses other than those described in Rule 527(d). 

“Director” means any member of the Board.

“Disciplinary Panel” means, as the context may require, either or both of a Review Panel 

and a Hearing Panel.

“Disciplinary Panel Member” means an individual who is appointed to, and serves as, a 

member of a Disciplinary Panel.

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“Disciplinary Proceeding” means any inquiry, investigation, disciplinary proceeding, 

summary imposition of fines, summary suspension or other summary action conducted pursuant 

to Chapter 7 of the Rules.

“Eligible Contract Participant” has the meaning given that term in section 1a(18) of the 

CEA and CFTC Regulations.

“Emergency” means any occurrences or circumstance which, in the opinion of the Board, 

the Chairman or the Chief Executive Officer, requires immediate action, and threatens, or may 

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

to, any Contract or the timely collection and payment of funds in connection with clearing and

settlement of, any Contract, by a Derivatives Clearing Organization, including:

(1) any manipulative or attempted manipulative activity;

(2) any actual, attempted or threatened corner, squeeze, congestion or undue 

concentration of positions in a Contract;

(3) any circumstance that may materially affect the performance of a 

Contract, including failure of the payment system or the bankruptcy or insolvency of a 

Participant;

(4) any action taken by any United States or foreign regulatory, selfregulatory, judicial, arbitral, or governmental (whether national, state or municipal) or 

quasi-governmental authority, any agency, department, instrumentality, or sub-division 

thereof; or other Person exercising, or entitled to exercise any administrative, executive, 

judicial, legislative, police, regulatory or taxing authority or power; any Derivatives 

Clearing Organization, board of trade or other exchange (foreign or domestic) or facility 

that, in any such case, may have a direct impact on trading on the Trading System or the 

settlement and clearing of any Contract;

(5) any circumstance that may have a severe, adverse effect upon the 

functions and facilities of the Company. 

“EMTA” means EMTA, Inc.

“Exempt Swap” means a swap, as defined under Section 1a(47) of the CEA and CFTC 

Regulations, that is listed for trading on the Trading System but that is not required to be cleared 

pursuant to Section 2(h)(2)(D) of the CEA and CFTC Regulation 39.5, without regard to whether 

such Exempt Swap is submitted to a Derivatives Clearing Organization for clearing.

“Government Agency” means the CFTC and any other governmental agency or 

department that regulates the activities of the Company, a Participant, an Authorized Trader or 

Authorized User, as applicable.

“Hearing Panel” means the panel appointed pursuant to Rule 710 to conduct hearings in 

connection with Disciplinary Proceedings (other than summary impositions of fines pursuant to 

4
Rule 716), to make findings, render decisions, and impose sanctions pursuant to Chapter 7 of the 

Rules.

“Independent Director” has the meaning given that term in Rule 204(b).

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

Participants and Authorized Traders a system or platform offering smart order routing, front-end 

trading applications, an aggregator platform or a combination of the foregoing but that does not 

provide the ability to effect the execution of Contracts other than through the Trading System.

“Indication of Interest” means an indication of interest for a Contract that is not 

executable.

“Insolvent” and “Insolvency” means the occurrence of any of the following events with 

respect to a Person:

(1) the Person is determined to be insolvent by a Government Agency or SelfRegulatory Organization;

(2) if the Person is a member of the Securities Investor Protection 

Corporation, a court of competent jurisdiction finds that the Person meets any one of the 

conditions set forth in clauses (A), (B), (C) or (D) of Section 5(b)(1) of the Securities 

Investor Protection Act of 1970;

(3) in the event of the entry or the making of a decree or order by a court, 

Government Agency or other supervisory authority of competent jurisdiction (i) 

adjudging the Person as bankrupt or insolvent, (ii) approving as properly filed a petition 

seeking reorganization, arrangement, liquidation, dissolution, adjustment or composition 

of or in respect of the Person under the Bankruptcy Code or any other applicable federal, 

state or other U.S. or non-U.S. law, including any bankruptcy, insolvency, reorganization, 

liquidation, dissolution or similar law, (iii) appointing a receiver, custodian, liquidator, 

provisional liquidator, administrator, provisional administrator, assignee, trustee, 

sequestrator or other similar official for the Person or for any substantial part of its 

property, (iv) ordering the winding up or liquidation of the Person’s affairs or (v) 

consenting to the institution by the Person of proceedings to be adjudicated as a bankrupt 

or insolvent; or

(4) the filing by the Person of a petition, or any case or proceeding, seeking 

reorganization or relief under the Bankruptcy Code or any other applicable federal, state 

or other U.S. or non-U.S. law, including any bankruptcy, insolvency, reorganization, 

liquidation, dissolution or similar law, or the consent by the Person to the filing of any 

such petition, case or proceeding or to the appointment of a receiver, custodian, 

liquidator, provisional liquidator, administrator, provisional administrator, assignee, 

trustee, sequestrator or other similar official for the Person or for any substantial part of 

its property, or the making by the Person of an assignment for the benefit of its creditors, 

or the admission by the Person in writing of its inability to pay its debts generally as they 

5
become due, or the taking of corporate or similar action by the Person in furtherance of 

the foregoing.

“Interested Person” has the meaning given that term in Rule 206(a).

“Investigation Report” has the meaning given that term in Rule 703(a).

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

“LLC Agreement” means the Limited Liability Company Agreement of the Company, as 

it may be amended, amended and restated or otherwise modified from time to time.

“Losses” means any losses, damages, costs or expenses (including attorneys’ fees) 

whether direct, indirect, special, incidental, consequential, punitive or otherwise of any kind, 

including 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 goodwill, 

loss of reputation or loss of, damage to or corruption of data.

“Maker” has the meaning given that term in Rule 524(b)(1).

“Market Data” means:

(1) all data and other information submitted for entry into the Trading System 

or relating in any way to a Contract, including the time at which such data or information 

was submitted to or generated by the Trading System;

(2) any data or other information contained in, derived from or related to any 

of the foregoing, including the format, compilation and presentation thereof; and

(3) any data or information transmitted, published or disseminated by the 

Company to Participants, Authorized Traders, Authorized Users or any publisher of such 

data or information with whom the Company has a written agreement relating thereto.

“Market Order” means an order to buy or sell an instrument at the current market price.

“Market Regulation Department” means all officers, employees and agents of the 

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

implementation, surveillance and enforcement of the Rules and other Company Requirements.

“NFA” means the National Futures Association.

“No-Bust Ranges” has the meaning given to that term in Rule 526(g).

“Nominating Committee” means the Committee of the Board constituted pursuant to 

Rule 204.

“Non-Deliverable Component Pair” has the meaning given that term in Rule 1102.

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“Officer” has the meaning given that term in Rule 202.

“Order” means either a bid or an offer for a Contract on the Trading System, and includes 

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

Quote or an Indication of Interest.

“Order Book” has the meaning given that term in CFTC Regulation 37.3.

“Participant” means a Person that has been authorized by the Company to have access to 

the Trading System pursuant to Rule 303 and to permit Authorized Traders and Authorized 

Users to have access to the Trading System pursuant to Rule 304 and Rule 305.

“Participant Committee” means the committee of the Board constituted pursuant to 

Rule 204.

“Participant Documentation” means the agreements (together with any applicable

schedules, exhibits or appendices thereto) that are required to be executed and delivered to the 

Company before a Person may have access to the Trading System, including the Participant 

Agreement, Appointment of Authorized Trader, Authorized User ID Request Form, and User 

License Agreement, as applicable. 

“Permitted Transaction” means any transaction involving a Contract that is not a 

Required Transaction.

“Person” means an individual, sole proprietorship, partnership, limited liability company, 

association, firm, trust, corporation or other entity, as the context may require.

“Proprietary Information” has the meaning given that term in Rule 904.

“Public Director” means (i) prior to the time at which the CFTC Regulations establish 

required qualifications for public directors, any Director, and (ii) from and after such time at 

which the CFTC Regulations establish required qualifications for public directors, a Director 

found by the Board to have satisfied such requirements.

“Recipient” has the meaning given that term in Rule 524(b)(2).

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

pursuant to Rule 204.

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

provide regulatory services to the Company, in each case, together with those certain employees 

and agents of any such organization that provide regulatory services to the Company.

“Relevant EMTA Template” means all of the template terms for the confirmation of a 

foreign exchange non-deliverable forward transaction in a currency pair that is subject of a 

particular Contract as recommended by EMTA or a recognized successor (such template terms in 

effect on the Effective Date of the Contract and published and available at www.emta.org or any 

successor website). 

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

Required Swap Creation Data.

“Reporting Counterparty” means, for purposes of Part 45 of CFTC Regulations, the 

Participant or Authorized Trader that is designated as such pursuant to Rule 528(b).

“Request for Quote” and “RFQ” have the meaning given those terms in Rule 524(b) and, 

unless the context otherwise requires, include both requests for quotes pursuant to Rule 524(b)

and responses to any such requests.

“Required Swap Creation Data” means any data required to be reported under CFTC 

Regulation 45 and Appendix 1 thereto.

“Required Transaction” means any transaction involving a Contract that is subject to the 

trade execution mandate under section 2(h)(8) of the CEA and is not a Block Trade.

“Reverse RFQ Review Period” has the meaning given that term in Rule 524(b)(2).

“Review Panel” means the panel, if any, appointed pursuant to Rule 705 to review a 

completed Investigation Report and to determine whether a reasonable basis exists for finding a 

violation of the Rules and authorizing the issuance of a notice of charges pursuant to Rule 706.

“Rule” or “Rules” means the rules of SwapEx as set forth in this Rulebook.

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

Regulation 1.3(ee) and in section 3(a)(26) of the Securities Exchange Act of 1934.

“Sender” has the meaning given that term in Rule 524(b)(2).

“Significant Liquidity Provider” has the meaning given that term in Rule 408(b).

“Standard RFQ Review Period” has the meaning given that term in 524(b)(1)(iii).

“Stop Loss Order” means a Stop Order that turns into a Market Order when triggered.

“Stop Order” means an instruction to submit a buy or sell when the market rate reaches a 

specified rate.

“Summary Proceeding” means a Disciplinary Proceeding conducted pursuant to Rule 716

or Rule 717.

“Swap” has the meaning given that term in section 1a(47) of the CEA and CFTC 

Regulations but does not include Exempt Swaps, and, as used in these Rules, refers solely to 

transactions in Swaps (including Orders and RFQs) that are listed for trading on the Trading 

System.

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

and in Part 49 of the CFTC Regulations, as used in these Rules, means a swap data repository

8
that is registered or exempt from registration as such with the CFTC and that receives Reportable 

Swap Data in respect of one or more Contracts.

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

43 of the CFTC Regulations and Appendix A thereto.

“Taker” has the meaning given that term in Rule 524(b)(1). 

“Terms Incorporated by Reference” has the meaning given that term in Rule 525(b).

“Trade Communication” has the meaning given that term in Rule 525(b).

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

System is scheduled to operate.

“Trading Privileges” means the right, granted to a Participant, an Authorized Trader, a 

DMA Customer or an Authorized User to transmit Orders and originate and/or respond to 

Requests for Quotes through the Trading System. 

“Trading System” means the Company’s electronic trade execution system that is used 

for the trading of Contracts, including the associated hardware, software, systems and 

communications links.

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

Authorized User and to each automated trading system employed by a Participant or Authorized 

Trader and, in the case of such an automated trading system, linked to the User ID that is 

assigned to a single Authorized User. 

“User License Agreement” means the User License Agreement between the Company 

and a Person that the Company allows to access and use the Trading System.

Rule 102. Rules of Construction

In the Rules, unless the context otherwise requires: (i) headings are for convenience only 

and do not affect the construction of the Rules; (ii) words in the singular include the plural and 

words in the plural include the singular; (iii) references to the Rules and to a particular Rule are 

to the Rules and such Rule as they may be amended, amended and restated or otherwise 

modified from time to time; (iv) references to statutory provisions include those provisions, and 

any rules or regulations promulgated thereunder, as they may be amended, amended and restated 

or otherwise modified from time to time; (iv) any reference to a time means the time in New 

York City; and (v) all uses of the word “including” are to be construed to mean “including, but 

not limited to.”

9
CHAPTER 2. GOVERNANCE

Rule 201. Board

(a) The Board shall have overall responsibility for the business and affairs of the 

Company. The Board has the power and authority to call for the review of, and to affirm, 

modify, suspend or overrule, any and all decisions and actions of any Committee or Officer of 

the Company.

(b) The Board may act by the decision of a majority of the Directors present and 

voting at a meeting, by unanimous written consent without a meeting, or as otherwise set forth in 

the LLC Agreement.

(c) At least 35%, but no fewer than two (2), of the Directors shall be Public Directors. 

Each Director (including Public Directors) shall be appointed in accordance with the LLC 

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. 

Rule 202. Officers

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

and such other officers of the Company (all of the foregoing, collectively, the “Officers”) as it 

may deem necessary or appropriate from time to time, in accordance with the LLC Agreement.

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

officer or employee of 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.

Rule 203. Qualifications of Directors, Officers, Committee Members, Disciplinary 

Panel Members and Appeal Panel Members

(a) No Person may serve as a Director or Officer, or serve on a Committee, a 

Disciplinary Panel or an Appeal Panel, or hold a 10% or greater ownership interest in the 

Company, if such Person:

(1) within the prior three (3) years has been found, by a final decision in any 

action or proceeding brought in or by a court of competent jurisdiction, the CFTC, or any 

Self-Regulatory Organization or any Derivatives Clearing Organization, to have 

committed a disciplinary offense;

(2) within the prior three (3) years has entered into a settlement agreement in 

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

included a disciplinary offense;

(3) is currently suspended from trading on any contract market or swap 

execution facility, is suspended or expelled from membership in a Self-Regulatory 

10
Organization or Derivatives Clearing Organization, is serving any sentence or probation, 

or owes any portion of a fine or penalty related to either:

(i) a finding of a disciplinary offense by a final decision in any action 

or proceeding brought in or by a court of competent jurisdiction, the CFTC, or 

any Self-Regulatory Organization or any Derivatives Clearing Organization; or

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

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

(4) is currently subject to an agreement with the CFTC, a Self-Regulatory 

Organization or a Derivatives Clearing Organization not to apply for registration with the 

CFTC or for membership or participant status in the Self-Regulatory Organization or 

Derivatives Clearing Organization;

(5) is currently, or within the past three (3) years has been, subject to a 

revocation or suspension of registration by the CFTC or has been convicted of a felony 

listed in sections 8a(2)(D)(i) through (iv) of the CEA; 

(6) 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, as amended; or

(7) is subject to a statutory disqualification pursuant to Section 8a(2) or 8a(3) 

of the CEA.

(b) Any Director, Officer, member of a Committee, Disciplinary Panel or Appeal 

Panel, any individual nominated to serve in any such role, or any individual authorized by the 

Market Regulation Department to take summary action shall immediately notify the Chief 

Compliance Officer if such individual meets one or more of the criteria in Rule 203(a).

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

and “settlement agreement” have the meanings given those terms in CFTC Regulation 1.63(a).

Rule 204. Standing Committees

(a) The Board shall initially have three (3) standing Committees: the Nominating 

Committee, the Participant Committee and the Regulatory Oversight Committee.

(b) Each member of such Committees must be a Director, one of whom the Board 

shall designate as the chairperson of such Committee. A temporary member of any such 

Committee may be appointed, using the same process required for regular appointments to a 

Committee, during the absence or inability to act of a regular member, and such temporary 

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

Committee member until the latter is again present and able to act. In addition, the Regulatory 

Oversight Committee shall consist of two (2) Directors, one (1) of whom shall serve as the chair 

of the Regulatory Oversight Committee and who must be found, by the Board on the record, to 

11
be an Independent Director. In the event that there is a tie vote between the members of the 

Regulatory Oversight Committee with respect to any matter requiring a vote of the Regulatory 

Oversight Committee, the member who is an Independent Director shall cast the deciding vote. 

For these purposes, an “Independent Director” is a Director who is not:

(1) an Officer or employee of the Company, or an officer or employee of an 

Affiliate of the Company; or

(2) a Participant, Authorized Trader, or a director, officer or employee of a 

Participant or Authorized Trader.

Any of the relationships set forth in subparagraphs (1) and (2) of this Rule 204(b) apply to the 

“immediate family” of such Director (i.e., spouse, parents, children and siblings).

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

of the affairs of the Company within its particular area of responsibility, subject to the authority 

of the Board.

(d) Subject to the authority of the Board, each standing Committee shall determine 

the manner and form in which its proceedings shall be conducted. Each standing Committee 

may act only by the decision of a majority of the members of such Committee present and voting 

at a meeting or by unanimous written consent without a meeting. The Board has the authority to 

overrule the decisions of a standing Committee.

(e) If the Board rejects a recommendation or supersedes an action of the Regulatory 

Oversight Committee or the Participant Committee, the Company shall submit a written report to 

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

Oversight Committee or the Participant Committee; (ii) the rationale for such recommendation or 

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

action; and (iv) the course of action that the Board decided to take contrary to such 

recommendation or action.

Rule 205. Additional Committees

(a) In addition to the standing Committees of the Board, the Board may from time to 

time constitute and appoint Committees and designate their composition, responsibilities and 

powers. The members of such Committees may be Directors, Participants, Authorized Traders,

Authorized Users or such other individuals as may be qualified to serve on such Committee. The 

Board shall designate the chairperson of each such additional Committee.

(b) Each such additional Committee shall assist the Board in the management and 

control of the affairs of the Company within its particular area of responsibility.

(c) Subject to the authority of the Board, each such Committee shall determine the 

manner and form in which its proceedings shall be conducted. Each such Committee may act 

only by the decision of a majority of the members of such Committee present and voting at a 

meeting or by unanimous written consent without a meeting.

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Rule 206. Conflicts of Interest

(a) A Director, Officer, member of any Committee, Disciplinary Panel Member or 

Appeal Panel Member who, in respect of a Company Proceeding or an Emergency, is subject to 

a “material conflict of interest” between his or her position as a Director, Officer, member of a 

Committee, Disciplinary Panel Member or Appeal Panel Member and his or her personal 

interests (any such Director, Officer, member of any Committee, Disciplinary Panel Member or 

Appeal Panel Member, an “Interested Person”) may not participate in deliberations or votes of 

the Board, a Committee, Disciplinary Panel or Appeal Panel in respect of such Company 

Proceeding or an Emergency, or otherwise exercise any authority with respect to such Company 

Proceeding or Emergency that involves his or her personal interest, except as described in Rule

206(d).

(b) For purposes of Rule 206(a), a “material conflict of interest” in respect of a 

Company Proceeding or an Emergency means a Director, Officer, member of a Committee, 

Disciplinary Panel Member or Appeal Panel Member:

(1) being named as a respondent or potential respondent in such Company 

Proceeding;

(2) being an employer, employee, fellow employee or an Affiliate of a 

respondent or potential respondent in such Company Proceeding;

(3) having any significant, ongoing business relationship with a respondent or 

potential respondent in such Company Proceeding;

(4) having a family relationship with a respondent or potential respondent in 

such Company Proceeding (including the individual’s spouse, co-habitator, former 

spouse, parent, step-parent, child, step-child, sibling, step-brother, step-sister, 

grandparent, grandchild, uncle, aunt, nephew, niece, father-in-law, mother-in-law, 

brother-in-law or sister-in-law);

(5) having a direct and substantial financial interest in the result of the 

deliberations or vote based upon trades or positions that could reasonably be expected to 

be affected by such Company Proceeding or Emergency. A direct and substantial 

financial interest includes (but is not limited to) trades and positions in accounts of, 

controlled by, or affiliated with the Interested Person or in any other types of direct and 

substantial financial positions of the Interested Person that could reasonably be expected 

to be affected by such deliberations or vote; and/or

(6) any other circumstance that gives rise to a conflict between the exercise of 

authority by the Director, Officer, member of any Committee, Disciplinary Panel 

Member or Appeal Panel Member concerning such Company Proceeding or Emergency 

and his or her personal interests.

(c) Before considering a Company Proceeding or Emergency, an Interested Person 

must disclose in writing to the Chief Compliance Officer, and where appropriate, the Board, 

13
Committee, Disciplinary Panel or Appeal Panel, the material facts concerning his or her 

relationship or interest therein.

(d) An Interested Person who would be required otherwise to abstain from 

deliberations and voting pursuant to Rule 206(a) as a result of having a direct and substantial 

financial interest in the result of the deliberations and vote within the meaning of Rule 206(b)(5)

may participate in deliberations, prior to a vote on the Company Proceeding or Emergency, if:

(1) the material facts about the Interested Person’s financial interest in the 

matter are disclosed or known to the Board, Committee, Disciplinary Panel or Appeal 

Panel (as applicable);

(2) the Board, Committee, Disciplinary Panel or Appeal Panel determines that 

the participation by the Interested Person would be consistent with the public interest and 

the interests of the Company; and

(3) a majority of the members of the Board, Committee, Disciplinary Panel or 

Appeal Panel (as applicable), excluding any Interested Persons, vote to allow the 

Interested Person to participate in deliberations on the Company Proceeding or 

Emergency.

(e) If a determination is made pursuant to Rule 206(d) that an Interested Person may 

participate in deliberations prior to a vote, the minutes of the meeting of the Board, Committee, 

Disciplinary Panel or Appeal Panel will reflect the fact thereof and the reasons therefor. 

(f) If a determination is made that all Committee members, Disciplinary Panel 

Members or Appeal Panel Members are Interested Persons with respect to a matter relating to a 

Company Proceeding or Emergency that is subject to a vote by such Committee, such 

Disciplinary Panel or the Appeal Panel (as applicable), the Board shall be authorized to appoint a 

panel of individuals who are not Interested Persons with respect to such matter. This panel shall 

have the same authority and powers over such matter that the Committee, Disciplinary Panel or 

Appeal Panel (as applicable) would have if the Committee members, Disciplinary Panel 

Members or Appeal Panel Members were not Interested Persons with respect to such matter. 

The Board shall have the same power to appoint individuals who are not Interested Persons if 

necessary to permit a Committee, Disciplinary Panel or Appeal Panel to satisfy quorum 

requirements.

Rule 207. Maintenance of Books and Records by the Company; Provision of 

Information to the CFTC

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

maintained pursuant to CFTC Regulation 45.2(c) throughout the life of a Swap and for a period 

of five (5) years following the final termination of a Swap. The Company shall keep, or cause to 

be kept, all other books and records required to be maintained pursuant to the CEA and CFTC 

Regulations for at least five (5) years following execution. All of the foregoing books and 

records shall be readily accessible via real time electronic access by the Company throughout the 

life of the swap and for two (2) years following the final termination of the swap and retrievable 

14
by the Company within three Business Days through the remainder of the period following final 

termination of the swap during which it is required to be kept. All of the foregoing books and 

records shall be open to inspection upon request by any representative of the CFTC, the United 

States Department of Justice, or the Securities and Exchange Commission, or by any 

representative of a prudential regulator as authorized by the CFTC. Upon request from the 

CFTC, the Company shall, at the Company’s expense, provide information in its possession 

requested by the CFTC in a form and manner that the CFTC approves.

15
CHAPTER 3. TRADING SYSTEM

Rule 301. Access to the Trading System

(a) A Participant will be granted Trading Privileges if it has been authorized by the 

Company pursuant to Rule 303.

(b) A Participant shall designate at least one (1) of its employees, agents or 

authorized contractors who are individuals as an Authorized User and may designate other 

employees, agents and authorized contractors who are individuals as Authorized Users pursuant 

to Rule 305. Authorized Users may access and use the Trading System on behalf of such 

Participant and, to the extent permitted by Applicable Law, on behalf of, such Participant’s 

Customers or the Customers of Authorized Traders.

(c) A Participant may designate one or more customers, investment managers or 

other third parties that are not individuals as Authorized Traders pursuant to Rule 304. An 

Authorized Trader will be given access to the Trading System and shall designate at least one (1) 

of its employees, agents or authorized contractors who are individuals as an Authorized User and 

may designate other employees, agents and authorized contractors as Authorized Users pursuant 

to Rule 305. Authorized Users may access and use the Trading System on behalf of such 

Authorized Trader and, to the extent permitted by Applicable Law, Customers of the Authorized 

Trader.

(d) A Participant must establish and maintain appropriate credit and/or risk controls 

for its Authorized Traders and Authorized Users.

(e) A Participant may be held accountable by the Company for the actions and 

omissions of its Authorized Traders and its and their Authorized Users.

(f) An Independent Software Vendor will be granted access to the Company if it has 

been authorized by the Company pursuant to Rule 306.

(g) The Company will provide any Person who is an Eligible Contract Participant and 

any Independent Software Vendor with impartial access to the Trading System in accordance 

with CFTC Regulation 37.202, including any indicative quote screens or any similar pricing data 

displays (if applicable). 

Rule 302. Participant Eligibility Requirements

(a) To be eligible for admission as a Participant, an applicant must demonstrate to the 

satisfaction of the Company that it:

(1) is an Eligible Contract Participant, and, if applicable, is in compliance 

with CFTC Regulation 1.17;

(2) is located in, and will access and use the Trading System and permit its 

Authorized Users to access and use the Trading System solely from, the United States or 

a jurisdiction in which the Company is permitted by Applicable Law to offer the Trading 

16
System and, if the applicant or any of its Authorized Traders is organized or established 

under the laws of a country other than the United States or intends to access and use the 

Trading System or permits their respective Authorized Users to access and use the 

Trading System from a jurisdiction other than the United States, the applicant shall 

submit, upon request by the Company, an opinion of appropriately qualified and 

reputable outside counsel on home country law and, if applicable, other relevant nondomestic law, in form and substance acceptable to the Company;

(3) has all registrations, licenses and consents required by its constituent 

documents and by Applicable Law to trade Contracts on the Trading System and is not 

subject to any trading ban, prohibition or suspension issued by the CFTC or by any SelfRegulatory Organization that is subject to the CFTC’s oversight, including the NFA; 

(4) with respect to Contracts that are to be cleared by a Derivatives Clearing 

Organization, (i) is a member of a Derivatives Clearing Organization that is authorized to 

clear Contracts for its own account and, if applicable, for the account(s) of its Customers,

Authorized Traders and its and their Customers or (ii) has delivered to the Company 

evidence satisfactory to the Company, in its sole discretion, that at least one Clearing 

Firm has agreed to accept Contracts for clearing into the account of such Participant 

and/or, if applicable, its Authorized Traders and its and/or their Customers; and

(5) is of good reputation and business integrity, maintains adequate financial 

resources and credit, and satisfies such other criteria as the Company may establish from 

time to time.

(b) Once admitted, a Participant shall continue to comply with all applicable 

eligibility criteria in Rule 302(a) and shall provide the Company with such information in 

relation thereto as the Company may require.

(c) Each Participant shall immediately notify the Company in writing if it ceases to 

meet any of the requirements of Rule 302(a).

Rule 303. Participant Application Procedure

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

(1) complete and submit the Participant Documentation;

(2) provide such information and documentation as may be requested by the 

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

(3) distribute the Rules to its Authorized Traders, Authorized Users, and if 

applicable, DMA Customers, or cause the Rules to be so distributed; and

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

other than the United States:

17
(i) maintain a presence in the United States, either directly or through 

a suitable agent, whose personnel are fluent in English, are knowledgeable about 

the applicant’s business, and can assist representatives of the Company as 

necessary;

(ii) pursuant to CFTC Regulation 15.05, enter into a written agreement 

acceptable to the Company appointing a third party as its agent for service of 

process in the United States and shall, upon request by the Company, provide the 

Company with a copy of such agreement; 

(iii) make such other representations as the Company deems necessary; 

and

(iv) upon request by the Company, submit an opinion of outside 

counsel on home country law and, if applicable, other relevant non-domestic law, 

in form and substance acceptable to the Company.

(b) The Company may require additional information from an applicant in order to 

establish the applicant’s eligibility to access the Trading System and may conduct an 

investigation to verify information submitted by the applicant.

(c) If the Company decides to admit an applicant as a Participant, it shall promptly 

notify the applicant in writing. Admission as a Participant does not confer any right of 

ownership in, right to attend or vote at meetings of, or right to share in the profits of, the 

Company or ownership of any of the Company’s Market Data, software supporting the Trading 

System and other intellectual property. The Company may pay a referral fee, based on a 

Participant’s use of the Trading System, to any third party consultant who is deemed to have 

introduced the Participant to the Company.

(d) The Company may deny or condition an application for admission as a 

Participant:

(1) if the applicant is unable to satisfactorily demonstrate its ability to satisfy 

the eligibility criteria to become or remain a Participant;

(2) if the applicant is unable to satisfactorily demonstrate its capacity to 

adhere to the Rules and Applicable Law;

(3) for such other cause as the Company may reasonably determine.

(e) If the Company decides to deny or condition an application for admission as a 

Participant, the Company shall promptly notify the applicant in writing, setting forth the reasons 

for the denial or conditioning of Participant status. The applicant may, within fourteen (14) days 

of the date of such notice, request in writing that the Participant Committee reconsider that 

determination. The Participant Committee may request additional information from the 

applicant or establish any other process that it believes is necessary and appropriate to consider 

the request for reconsideration. Unless extended with the consent of the applicant, the 

18
Participant Committee shall confirm, reverse or modify the denial or conditioning of the 

application within thirty (30) days of receiving the request for reconsideration or such longer 

period as may be agreed by the applicant. The Participant Committee shall promptly notify the 

applicant of its decision in writing. The decision of the Participant Committee shall be final and 

not subject to appeal.

Rule 304. Authorized Traders

(a) A Participant may grant permission to one or more Authorized Traders to enter 

Orders and Indications of Interest, originate and respond to Requests for Quotes, and otherwise 

access the Trading System in accordance with the criteria and procedures established by the 

Company. 

(b) By agreeing to act as an Authorized Trader, such Person agrees to be bound by 

the duties and responsibilities of an Authorized Trader under the Rules and other Company 

Requirements and to be subject to, and comply with, the Rules.

(c) An Authorized Trader must at all times:

(1) be an Eligible Contract Participant;

(2) if applicable, be in compliance with CFTC Regulation 1.17;

(3) be located in and access and use the Trading System, and permit its 

Authorized Users to access and use the Trading System, solely from within the United 

States or a jurisdiction in which the Company is permitted by Applicable Law to offer the 

Trading System;

(4) ensure that activity conducted under the User IDs assigned to it and its 

Authorized Users complies with the Rules;

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

Order or Request for Quote submitted under such User IDs;

(6) have and maintain all necessary regulatory approvals and/or licenses to 

operate as an Authorized Trader and not be subject to any trading ban, prohibition or 

suspension issued by the CFTC or by any Self-Regulatory Organization that is subject to 

CFTC oversight, including the NFA; and

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

Company from time to time.

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

refusal to approve, the designation of an Authorized Trader. The Company may, in its sole 

discretion, revoke or suspend the designation of an Authorized Trader, and shall promptly notify 

the Participant in writing of such action in accordance with procedures established by the 

Company. 

19
(e) Each Authorized Trader shall immediately notify the Company in writing if it 

ceases to meet any of the requirements of Rule 304(c). Participant shall notify the Company in 

writing if it becomes aware that any of its Authorized Traders ceases to meet any of the 

requirements of Rule 304(c).

(f) A Participant that seeks to terminate the designation of an Authorized Trader shall 

notify the Company in writing, providing such information as the Company may require. The 

Company shall terminate the Trading Privileges of such Authorized Trader and its Authorized 

Users in accordance with procedures established by the Company.

Rule 305. Authorized Users

(a) A Participant, an Authorized Trader or a Clearing Firm shall designate one or 

more Authorized Users in accordance with the criteria and procedures established by the 

Company. Each Authorized User shall be identified to the Company, in the manner prescribed 

by the Company, and shall be subject to the Rules. Any Authorized User designated by a 

Clearing Firm shall only be permitted to access and use administrative, credit control 

functionality on the Trading System and shall have no Trading Privileges. 

(b) By agreeing to act as an Authorized User, an individual agrees to be bound by the 

duties and responsibilities of an Authorized User under the Rules and other Company 

Requirements and to be subject to, and comply with, the Rules.

(c) Each Authorized User must have and use a unique User ID to access the Trading 

System. It shall be the responsibility of an Authorized User and its sponsoring Participant, its 

sponsoring Authorized Trader or its sponsoring Clearing Firm, as applicable, to ensure that each 

such User ID is registered with the Company, and that such registration is accurate at all times. 

In no event may a Person other than the Authorized User to whom a User ID has been assigned 

exercise Trading Privileges or otherwise access the Trading System using such User ID.

(d) An Authorized User must at all times:

(1) ensure that activity conducted under the User ID assigned to such 

Authorized User, or any automated trading system for which the User ID is linked to such 

Authorized User, complies with the Rules;

(2) if such Authorized User was designated by a Participant or an Authorized 

Trader, have the authority, at the Company’s request, to adjust or withdraw any Order, 

Indication of Interest or Request for Quote submitted to the Trading System under any 

User ID assigned or linked to such Authorized User;

(3) have and maintain all necessary regulatory approvals and/or licenses to act 

as an Authorized User; and

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

Company from time to time.

20
(e) The Company will promptly notify, in writing, the Participant, the Authorized 

Trader or the Clearing Firm, as applicable of its approval, or refusal to approve, the designation 

of an Authorized User. The Company may, in its sole discretion, revoke or suspend the 

designation of an individual as an Authorized User, and shall promptly notify, in writing, the 

Participant, the Authorized Trader or the Clearing Firm of such action.

(f) Each Authorized User shall immediately notify the Company in writing if it 

ceases to meet any of the requirements of Rule 305(d). A Participant, Authorized Trader or 

Clearing Firm, as applicable, shall notify the Company in writing if it becomes aware that any of 

its Authorized Users ceases to meet any of the requirements of Rule 305(d).

(g) A Participant, Authorized Trader or Clearing Firm that seeks to terminate the 

designation of an individual as an Authorized User shall notify the Company in writing in 

accordance with procedures established by the Company. The Company shall act to terminate 

such Authorized User’s Trading Privileges or other use of and access to the Trading System in 

accordance with procedures established by the Company.

Rule 306. Independent Software Vendors

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.

Rule 307. Limitations on Access to the Trading System

(a) The Company may at any time revoke, suspend, limit, restrict or qualify a 

Participant’s Trading Privileges, and those of its Authorized Traders and its and their Authorized 

Users, in accordance with the procedures set forth in Chapter 7.

(b) Subject to the terms of any agreement between a Participant, Authorized Trader 

and/or its or their Customers and a Clearing Firm, the Clearing Firm may at any time revoke the 

authorization of the Participant, Authorized Trader and/or its or their Customers, as applicable, to 

submit Contracts to a Derivatives Clearing Organization for clearing by such Clearing Firm. 

Any such revocation shall become effective as soon as practicable after the receipt of written 

notice thereof by the Company or at such later date as may be specified in the written notice 

from the Clearing Firm, at which time the Trading Privileges of the Participant, its Authorized 

Traders and its Authorized Users with respect to the Contracts that are cleared for such 

Participant or its Authorized Traders or its or their respective Customers by that Clearing Firm 

shall be terminated, unless, prior to such termination such Participant has designated, in the form 

and in a manner satisfactory to the Company, another Clearing Firm to clear such Contracts. For 

the avoidance of doubt, such revocation shall not be effective with respect to any transaction 

executed prior to such termination of Trading Privileges. 

(c) A Participant shall suspend or terminate the ability of a DMA Customer to submit 

any Customer Order on its system or platform for onward transmission to the Trading System if 

the Company determines in accordance with the procedures set forth in Chapter 7 that the actions 

of the DMA Customer threaten the integrity of the Trading System or violate any Rule.

21
Rule 308. Notices and Other Communications

The Company shall publish on the Company’s website and transmit to each Designated 

Representative by electronic mail each addition to or modification of the Company Requirements 

in accordance with CFTC Regulations, as applicable; provided that publication on the 

Company’s website shall constitute notice to all Participants, Authorized Traders and Authorized 

Users. 

Rule 309. Designated Representatives

(a) Each Participant shall designate in writing one or more Designated 

Representatives who are authorized to represent the Participant before the Company and its 

committees and receive notices on behalf of the Participant and its Authorized Users. The 

Company shall be entitled to rely on the actions of the Designated Representative as binding on 

the Participant and its Authorized Users. Each Participant must provide the Company with the 

telephone number, mailing and electronic mail address of its Designated Representatives and 

shall promptly update this information by written notice whenever it changes.

(b) Each Authorized Trader shall designate in writing one or more Designated 

Representatives who are authorized to represent the Authorized Trader before the Company and 

its committees and receive notices on behalf of the Authorized Trader and its Authorized Users. 

The Company shall be entitled to rely on the actions of the Designated Representative as binding 

on the Authorized Trader and its Authorized Users. Each Authorized Trader must provide the 

Company with the telephone number, mailing and electronic mail address of its Designated 

Representatives and shall promptly update this information by written notice whenever it 

changes.

Rule 310. Application of Rules; Jurisdiction of the Company

(a) By becoming a Participant, Authorized Trader or Authorized User, as applicable, 

and without any need for any further action, undertaking or agreement, such Participant, 

Authorized Trader or Authorized User agrees:

(1) to be bound by, and comply with the Rules, Company Requirements and 

Applicable Law, in each case to the extent applicable to it;

(2) to be bound by the acts and omissions of its Authorized Traders and/or 

Authorized Users, as applicable; 

(3) to assist the Company in complying with the Company’s legal and 

regulatory obligations and to cooperate with the Company in any inquiry, investigation, 

audit, examination or proceeding; and

(4) to authorize the Company to provide information regarding such 

Participant, Authorized Trader or Authorized User as provided in Rule 905.

(b) A Participant, Authorized Trader or Authorized User whose Trading Privileges 

and/or ability to otherwise access the Trading System are suspended, revoked or terminated shall 

22
remain bound by the Rules, Company Requirements and Applicable Law, in each case to the 

extent applicable to it, her or him during the period of any suspension and with respect to any 

acts or omissions occurring during or prior to the suspension, revocation or termination.

(c) Any Person initiating or executing a transaction on the Trading System or subject 

to the Rules directly or through an intermediary, and any Person for whose benefit such 

transaction has been initiated or executed, consents to the jurisdiction of the Company with 

respect to all matters arising from or related to such activity and such transactions.

Rule 311. Withdrawal of Participant

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

writing in accordance with procedures established by the Company for such purpose. Except as 

otherwise required by law or regulation or by request or order of a Government Agency, such 

withdrawal will be effective immediately upon receipt of the withdrawal by the Company.

(b) Upon the effective date of the withdrawal of a Participant, all rights and privileges 

of such Participant, its Authorized Traders and its and their Authorized Users shall terminate 

(including such Participant’s Trading Privileges and ability to access the Trading System). The 

withdrawal of a Participant shall not affect the rights of the Company under the Rules or relieve 

the former Participant of its obligation under the terms of any Contract entered into or otherwise 

arising under the Rules before the effective date of such withdrawal. A Participant that has 

withdrawn remains subject to the Rules, the Company Requirements and the jurisdiction of the 

Company for acts done and omissions made while a Participant, and must cooperate in any 

Company Proceeding under Chapter 7 as if the withdrawn Participant were still a Participant.

Rule 312. Dues, Assessments and Fees

Each Participant, Authorized Trader and ISV shall pay when due all dues, assessments 

and fees as may be established by the Company and published on the Company’s website or 

otherwise agreed between the Company and such Participant, Authorized Trader or ISV. The 

Company shall charge comparable dues, assessments and fees to Persons that receive 

comparable access to the Trading System. The Company may suspend, revoke, limit, condition, 

restrict or qualify the Trading Privileges of a Participant, Authorized Trader or ISV and its ability 

to otherwise access the Trading System if such Participant, Authorized Trader or ISV fails to pay 

such amounts when due. The provisions of Chapter 7 (other than Rule 716) shall not apply to 

any such suspension, revocation, limitation, condition, restriction or qualification.

23
CHAPTER 4. BUSINESS CONDUCT

Rule 401. Duties and Responsibilities of Participants and Authorized Traders

(a) Each Participant and Authorized Trader shall, and shall cause its Authorized 

Users to:

(1) use the Company’s Trading System in a responsible manner and not for 

any improper purpose;

(2) use the Company’s Trading System only to conduct business that is 

subject to the Rules and in a manner consistent with the Rules and Company 

Requirements;

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

consistent with the Rules and Company Requirements;

(4) comply with the rules of a Derivatives Clearing Organization that accepts 

for clearing a Contract traded by the Participant, Authorized Trader or Authorized User

on the Trading System, to the extent applicable to such Participant, Authorized Trader or 

Authorized User and such Contract;

(5) observe high standards of commercial honor and just and equitable 

principles of trade while conducting or seeking to conduct any business connected with 

or concerning the Company;

(6) 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;

(7) keep all User IDs, account numbers and passwords related to the 

Company’s Trading System confidential; and

(8) keep complete and accurate books and records relating to Participant’s or 

its Authorized Traders’ use of the Trading System as required by Applicable Law, 

including records of their activity in the index or instrument used as a reference price, the 

underlying instrument and related derivatives markets with respect to Swaps, and make 

such books and records available, upon request, for inspection by a representative of the 

Company, the Regulatory Services Provider and/or the CFTC in accordance with Rule 

403 and otherwise as required by Applicable Law.

(b) In addition to the requirements of Rule 401(a), each Participant shall be 

responsible for all Orders, RFQs, Indications of Interest and transactions effected on the Trading 

System by or for the account of such Participant, its Authorized Traders and Authorized Users or 

by any Person using its or their User IDs or, at the election and sole discretion of Participant, 

cause its Customer to be fully responsible for all trading losses and bear all financial 

responsibility for Orders, RFQs, Indications of Interest and transactions effected on the Trading 

System for the account of or on the behalf of such Customer.

24
(c) Each Participant and Authorized Trader 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 Authorized Trader enters into, or facilitates entry into, a Swap.

Rule 402. Required Notices 

Each Participant, Authorized Trader or ISV shall immediately notify the Market 

Regulation Department in writing upon becoming aware of any of the following events:

(a) any material changes to the information provided to the Company by the 

Participant pursuant to Rule 302, 303, 304, 305, 306 or 309;

(b) any refusal of admission to any Self-Regulatory Organization by the Participant 

or any of its Authorized Traders;

(c) any expulsion, suspension or fine in excess of $25,000 in the case of an individual 

or $50,000 in the case of a firm (whether through an adverse determination, voluntary settlement 

or otherwise) imposed on the Participant, Authorized Trader or ISV or any of their Authorized 

Users by any Self-Regulatory Organization;

(d) any revocation, suspension or conditioning of a registration or license granted by 

the Securities and Exchange Commission, the Commodity Futures Trading Commission or the 

securities commission or equivalent authority of any state, territory, the District of Columbia or 

foreign country, the National Futures Association or the Financial Industry Regulatory 

Authority, Inc. to the Participant, Authorized Trader or ISV or any of their Authorized Users;

(e) the commencement of any judicial or administrative proceeding against the 

Participant, Authorized Trader or ISV or any of their Authorized Users by any commodity or 

securities exchange or related clearing organization, the Securities and Exchange Commission, 

the Commodity Futures Trading Commission or the securities commission or equivalent 

authority of any state, territory, the District of Columbia or foreign country, the National Futures 

Association, the Financial Industry Regulatory Authority, Inc. or any Self-Regulatory 

Organization or the imposition of a fine in excess of $25,000 in the case of an individual or 

$50,000 in the case of a firm, cease and desist order, denial of trading privileges, censure or other 

sanction or remedy (whether through an adverse determination, voluntary settlement or 

otherwise) imposed by any commodity or securities exchange or related clearing organization, 

the Securities and Exchange Commission, the Commodity Futures Trading Commission or the 

securities commission or equivalent authority of any state, territory, the District of Columbia or 

foreign country, the National Futures Association, the Financial Industry Regulatory Authority, 

Inc., any Self-Regulatory Organization or, with respect to activity subject to the Rules, any 

court;

(f) the indictment or conviction of, or any confession of guilt or plea of guilty or nolo 

contendere by, the Participant, Authorized Trader or ISV or any of their Authorized Users, 

senior officers or principals for any felony or for any misdemeanor involving, arising from, or 

25
related to, the purchase or sale of any Contract or other financial instrument, or involving or 

arising from fraud or moral turpitude; and

(g) the Insolvency of the Participant, any of its Authorized Traders, or any of its or 

their Affiliates.

Rule 403. Inspections by the Company

The Company and the Regulatory Services Provider shall have the right with such prior 

reasonable advance notice as is practicable under the circumstances, in connection with 

determining whether the Rules and Company Requirements are being, will be or have been 

complied with by the Participant or Authorized Trader or DMA Customer, to: (a) inspect the 

books and records of the Participant or Authorized Trader or DMA Customer relating to the 

Participant’s or Authorized Trader’s or DMA Customer’s business which is subject to the Rules 

(including, without limitation, Permitted Transactions and Block Trades), (b) inspect systems, 

equipment and software, wherever located, operated by a Participant or Authorized Trader in 

connection with the Participant’s or Authorized Trader’s business which is subject to the Rules 

(including, without limitation, Permitted Transactions and Block Trades) (c) access the systems, 

equipment, software, and the premises on which the Participant’s or Authorized Trader’s 

systems, equipment, and software are located, data stored in such systems or equipment, in each 

case, related to the Participant’s or Authorized Trader’s business which is subject to the Rules 

(including, without limitation, Permitted Transactions and Block Trades), during the regular 

business hours and Trading Hours of Company and (d) copy and/or reproduce such data as may 

be necessary to monitor such Participant or Authorized Trader or DMA Customer for 

compliance with the requirements of Rule 518.

Rule 404. Financial and Related Reporting Requirements

(a) Each Participant and Authorized Trader that is registered with or authorized or 

supervised by a Government Agency shall comply with the provisions of Applicable Law 

relating to minimum financial and related reporting and recordkeeping requirements. 

(b) Each Participant and Authorized Trader must notify the Company and the 

Regulatory Services Provider immediately when it ceases to be an Eligible Contract Participant, 

and if the Participant or Authorized Trader is registered with the CFTC as a futures commission 

merchant, when it ceases to satisfy the minimum financial requirements set out in CFTC 

Regulation 1.17. Each Participant and Authorized Trader that is registered with the CFTC as a

futures commission merchant that is unable to demonstrate that it is in compliance with the 

minimum financial requirements of CFTC Regulation 1.17 shall not effect transactions in 

Contracts except for the purpose of closing open positions to the extent not prohibited by 

Applicable Law.

Rule 405. Restrictions on Activity

If the Company determines that the financial or operational condition of a Participant, 

one of its Affiliates or an Authorized Trader is such that to allow that Participant to continue to 

have access to the Trading System would adversely affect the Company or the financial markets

26
(including, but not limited to, such Participant or Authorized Trader being subject to the 

notification requirements of CFTC Regulation 1.12 or similar requirements of another 

Government Agency to which such Participant or Authorized Trader is subject), the Company 

may limit or restrict the number or type of Contracts that may be traded by a Participant or its 

Authorized Traders on the Trading System or terminate the Trading Privileges of such 

Participant, its Authorized Traders and/or its and their Authorized Users.

Rule 406. Customers

(a) The Participant or Authorized Trader shall have arrangements in place with each 

of its Customers such that every Contract executed for, or other activity engaged in by the 

Participant or Authorized Trader on the Trading System on behalf of, its Customer (including 

without limitation any Customer Order transmitted by the Participant to the Trading System for a 

DMA Customer) is subject to the terms of the Rules insofar as they are applicable to that 

Contract or activity. Additionally, a Participant or Authorized Trader, as applicable, will be 

deemed to have made the following representations and warranties each time it makes use of, or

if applicable, facilitates the transmission of a Customer Order to, the Trading System for or on 

behalf of a Customer: 

(1) such Customer is an Eligible Contract Participant; and

(2) such Customer consents to the jurisdiction of the Company with respect to 

all matters arising from or related to any Customer Order submitted on, or transmitted to,

the Trading System on such Customer’s behalf or for such Customer’s benefit; 

(3) with respect to Contracts that are to be cleared by a Derivatives Clearing 

Organization, either (i) such Participant or the Participant who designated such 

Authorized Trader, as applicable, is a member of the Derivatives Clearing Organization 

that is authorized to clear such Contracts for the account(s) of such Customer, or (ii) such 

Participant or the Participant who designated such Authorized Trader, as applicable, has 

delivered to the Company evidence satisfactory to the Company, in its sole discretion, 

that at least one Clearing Firm has agreed to accept Contracts for clearing into the 

account of such Customer; and

(4) to the extent that a DMA Customer submits any Customer Order on the 

Participant’s system or platform for onward transmission to the Trading System, such 

DMA Customer is located in, and will access and use the Participant’s system or platform 

solely from, the United States or another jurisdiction in which the Company is permitted 

by Applicable Law to offer the Trading System.

(b) Each Customer shall keep, or shall arrange for the Participant or Authorized 

Trader engaging in activity on behalf of such Customer on the Trading System to keep, as agent 

for the Customer, complete and accurate books and records relating to Contracts executed for, or 

other trading activities engaged in by the Participant or Authorized Trader on the Trading System 

on behalf of, such Customer as required by CFTC Regulation 37.404(b) and, solely with respect 

to DMA Customers, CFTC Regulations 1.31 and 1.35, and shall, or shall arrange for the 

Participant or Authorized Trader engaging in activity on behalf of such Customer on the Trading 

27
System to make, as agent for the Customer, such books and records available, upon request, to

the Company, the Regulatory Services Provider and/or the CFTC.

Rule 407. Publication of Trade Information

The Company shall daily publish on its website information regarding volume, price 

ranges (based on non-cancelled bids, non-cancelled offers, and sales) subject to such prices 

accurately reflecting market conditions within the discretion of the Company, and opening and 

closing prices 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. 

Rule 408. Disaster Recovery; Business Continuity

Each Participant shall have written disaster recovery and business continuity policies and 

procedures in place to ensure it is able to operate in the event of a significant internal or external 

interruption to its operations. 

Rule 409. Anti-Money Laundering Obligations

Each Participant or Authorized Trader represents and warrants that it maintains policies 

and has implemented procedures and controls, including, without limitation, policies and 

procedures for sanctions screening, reasonably designed to ensure compliance with all laws, 

rules and regulations applicable to it pertaining to anti-money laundering and anti-terrorism, 

including those related to customer identification and verification and those administered by the 

Office of Foreign Assets Control (“OFAC”). Each Participant or Authorized Trader shall provide 

to the Company, upon request, so long as permitted by Applicable Law, including those 

pertaining to data privacy, any documents and other information reasonably requested by the 

Company in order to satisfy any anti-money laundering, anti-terrorism or other customer 

identification and verification laws, rules and regulations applicable to the Company. The 

foregoing representations, warranties and covenants shall be deemed to be made by the 

Participant or Authorized Trader each time it makes use of the Trading System. 

28
CHAPTER 5. TRADING PRACTICES

Rule 501. Scope

This Chapter 5 applies to all transactions in Contracts, except as otherwise specifically 

provided in Chapter 6.

Rule 502. Rule Violations

It shall be a violation for any Person subject to the Company’s jurisdiction to violate any 

Rule or any Company Requirement.

Rule 503. Just and Equitable Principles of Trade; Acts Detrimental

It shall be a violation of these Rules for any Person subject to the Company’s jurisdiction

to engage in conduct inconsistent with just and equitable principles of trade or that is detrimental 

to the interest or welfare of the Company. A Participant that has actual or constructive notice of 

a violation of the Rules involving the use of or access to (whether direct or indirect) the Trading 

System by any of its Authorized Traders or any of their respective Authorized Users or 

Customers may be found to have committed an act detrimental to the Company.

Rule 504. Fraudulent Acts Prohibited

No Person subject to the Company’s jurisdiction shall engage in any fraudulent act or 

engage in any scheme to defraud, deceive or mislead another Person (including the Company 

and the Regulatory Services Provider) in connection with or relating to any Contract.

Rule 505. Fictitious or Noncompetitive Transactions Prohibited

No Person subject to the Company’s jurisdiction shall engage in fictitious or 

noncompetitive transactions except, in the case of noncompetitive transactions, as otherwise 

provided in Rules 512(b) and (c) and 515(b) and Chapter 6, or enter an Order, or originate or 

respond to a Request for Quote or Indication of Interest for such a purpose.

Rule 506. Market Manipulation Prohibited

(a) No Person subject to the Company’s jurisdiction shall attempt to manipulate or 

manipulate the market in any Contract.

(b) Without limiting the generality of the foregoing, parties involved in the 

solicitation or negotiation of a Block Trade and parties that are privy to nonpublic information 

regarding a consummated Block Trade may not disclose such information to any other party 

prior to the reporting of the Block Trade by the Company and may not trade in the same product 

or closely-related product for the purpose of taking advantage of such information. In addition, 

pre-hedging or anticipatory hedging of any portion of a Block Trade in the same product or a 

closely-related product based upon a solicitation to participate in a Block Trade is not permitted. 

A closely related product is a product that is highly correlated to, serves as a substitute for, or is 

29
the functional economic equivalent of the product being traded as a Block Trade. Counterparties 

to a Block Trade are permitted to initiate trades to hedge or offset the risk associated with the 

Block Trade following the consummation of the Block Trade. 

Rule 507. Disruptive Trading Practices Prohibited

No Person subject to the Company’s jurisdiction shall engage in any trading practice or 

conduct that constitutes a “disruptive trading practice,” as such term is described either in 

Section 4c(a)(5) of the CEA or in interpretive guidance issued by the CFTC, in relation to the 

trading of any Contract. Conduct prohibited under this Rule 507 includes: violating bids or 

offers; demonstrating intentional or reckless disregard for the orderly execution of transactions 

during the closing period; activity that is, or is of the character of, or is commonly known to the 

trade as “spoofing” (bidding or offering with the intent to cancel the bid or offer before 

execution); and the entry of data or other information into the Trading System, including Orders, 

Requests for Quote and Indications of Interest, for the purpose of upsetting the equilibrium of the 

market in any Contract or creating a condition in which prices do not or will not reflect fair 

market values.

Rule 508. Prohibition of Misstatements

No Person subject to the Company’s jurisdiction shall make a misstatement of a material 

fact to the Company, including any Committee, Disciplinary Panel or Appeal Panel, or to the 

Regulatory Services Provider, or knowingly omit to state a material fact necessary in order to 

make the statements made, in the light of the circumstances under which they were made, not 

misleading.

Rule 509. Misuse of the Trading System

Misuse of the Trading System is strictly prohibited. No Person subject to the Company’s 

jurisdiction shall (i) permit unauthorized use of the Trading System; (ii) assist any Person in 

obtaining unauthorized access to the Trading System; (iii) trade in any Swap on the Trading 

System without an agreement and an established account in good standing with a Clearing Firm; 

(iv) interfere with the operation of the Trading System; (v) intercept or interfere with information 

provided by or to the Trading System; or (vi) in any way use the Trading System in a manner 

contrary to the Rules.

Rule 510. Financial or Other Incentive Programs

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

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

established by the Company.

Rule 511. Withholding of Customer Orders Prohibited; Priority of Customer Orders

(a) Customer Orders (other than a Customer Order allowing discretion as to time and 

price) must be entered into the Trading System as soon as practicable and in the sequence in 

which they were received by a Participant or Authorized Trader, as applicable. A Person that 

30
receives a Customer Order shall electronically record the time when such Customer Order was 

received. 

(b) No Person shall withhold or withdraw from the market any Customer Order, or 

any part of a Customer Order, for the benefit of any Person other than the Customer for whom 

such Person is placing the Customer Order. No Person shall knowingly enter an Order or submit 

a Request for Quote into the Trading System 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 (other than an Order allowing discretion as to time and price) when such Person is in 

possession of a Customer Order for the same Contract that can be but has not been submitted to 

the Trading System.

(c) Nothing in this Rule 511 shall limit the ability of an “eligible account manager” to 

bunch Orders in accordance with CFTC Regulation 1.35(b)(5).

Rule 512. Handling of Customer Orders

(a) Except as provided in paragraphs (b) and (c), no Person in possession of a 

Customer Order shall knowingly take, directly or indirectly, the opposite side of such Customer 

Order on the Trading System’s Order Book 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) A Person may knowingly trade on the Trading System’s 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 the Customer Order 

has been entered into the Trading System’s Order Book as promptly as practicable after receipt 

of the Customer Order and has been exposed on the Trading System’s Order Book for a 

minimum of fifteen (15) seconds.

(c) Except as provided in paragraph (d), opposite Orders for different beneficial 

owners may not knowingly be simultaneously entered into the Trading System’s Order Book by 

an Authorized User on behalf of a Participant or Authorized Trader with discretion over both 

accounts unless one Order is exposed for a minimum of fifteen (15) seconds.

(d) A Customer Order allowing for price and/or time discretion may be knowingly 

entered into the Trading System’s Order Book opposite another Order entered by the same 

Person only if it is entered immediately upon receipt or exposed to the market for a minimum of 

fifteen (15) seconds.

(e) The Company may adjust the fifteen (15) second time delay required under Rule

512(c) for a given Contract, based upon such Contract’s liquidity and other product-specific 

considerations, provided however that any amended time delay shall provide Participants, 

Authorized Traders and Authorized Users sufficient time to have a meaningful opportunity to 

execute against such Order.

(f) The provisions of this Rule 512 shall not apply to Block Trades.

31
Rule 513. Disclosing Orders and Requests for Quotes Prohibited

(a) No Person subject to the Company’s jurisdiction shall disclose the terms of an 

Order, Request for Quote or Indication of Interest prior to its entry into the Trading System, 

except to a Company Official, the Regulatory Services Provider or a Government Agency, and 

no Person subject to the Company’s jurisdiction shall solicit or induce another Person to disclose 

such information.

(b) The foregoing shall not apply to pre-execution communications conducted in 

accordance with Rule 515(b), to Block Trades, to statements of opinion, or to indications of the 

price at which a market may open or trade.

Rule 514. Wash Sales Prohibited

No Person subject to the Company’s jurisdiction shall buy and sell a Contract, place or 

accept buy and sell Orders or initiate RFQs in the same Contract, or knowingly execute or 

accommodate the execution of such Orders or RFQs by direct or indirect means, if the Person 

knows or reasonably should know that the purpose of the transactions is to avoid taking a bona 

fide market position exposed to market risk. Buy and sell Orders 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. 

Rule 515. “Moneypassing,” Prearranged, Pre-Negotiated and Noncompetitive 

Transactions Prohibited

(a) No Person subject to the Company’s jurisdiction may enter Orders or Requests for 

Quote the purpose of which is to enter into Contracts with a resulting profit to one account and a 

loss to the other account but no net change in the open positions in either account, commonly 

known as a “money pass.”

(b) No Person subject to the Company’s jurisdiction shall prearrange or pre-negotiate 

any purchase or sale or noncompetitively execute any Required Transaction on the Trading 

System. Notwithstanding the foregoing, a Person may engage in pre-execution communications 

with regard to Required Transactions executed or to be executed on the Trading System 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:

(1) 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 agreed to permit such communications.

(2) 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.

32
(3) The first party’s Order must be entered into the Trading System first, and 

the second party’s Order may not be entered into the Trading System until a period of 

fifteen (15) seconds has elapsed from the time of entry of the first Order.

(4) Each such Order will be processed and matched separately and the 

Company does not guarantee that the first and second party’s Orders will be matched 

with each other or that both Orders will be executed.

(c) The provisions of paragraph (b) shall not apply to Permitted Transactions, Block 

Trades or Requests for Quotes.

Rule 516. Responsibility for Customer Orders

A Participant, Authorized Trader or Authorized User may not directly or indirectly 

guarantee the execution of a Customer Order or any of its terms such as the quantity or price and 

may only report an execution that has been effected through the Trading System or has been 

executed pursuant to Chapter 6. This Rule shall not be construed to prevent a Participant or 

Authorized Trader from assuming or sharing in the losses resulting from an error or the 

mishandling of a Customer Order.

Rule 517. Discretionary Customer Orders

No Person shall submit a discretionary Customer Order to the Trading System without 

the prior written consent of such Customer to the exercise of such discretion. A Customer Order 

that solely gives a Participant, Authorized Trader or Authorized User time and price discretion 

shall not be subject to this Rule.

Rule 518. Recordkeeping; Audit Trail

(a) Each Person entering an Order or Indication of Interest into the Trading System or 

originating or responding to a Request for Quote shall include with such Order, Indication of 

Interest or Request for Quote such information as may be required by the Company, including, to 

the extent applicable, the legal entity identifier assigned to each party to a Contract and to each 

party for whom an Order or Indication of Interest is submitted or Request for Quote is originated 

or responded to. If a Person receives a Customer Order that cannot be immediately entered into 

the Trading System or as to which such Person has been given time and price discretion, such 

Person shall create an electronic record that identifies the Customer from whom the Customer 

Order has been received, including an electronic timestamp reflecting the date and time (to the 

nearest second) of receipt.

(b) Participants that provide connectivity to the Trading System to Authorized 

Traders, DMA Customers or other third parties are responsible for maintaining or causing such 

Authorized Traders, DMA Customers or other third parties to maintain a routing/front-end audit 

trail for all Orders, Indications of Interest and Requests for Quotes, including entry, 

modification, cancellation and responses to such messages, entered into or transmitted to the 

Trading System through any gateway to the Trading System, including the times thereof to the 

highest level of precision achievable by the Participant’s operating system, but at least to the 

33
nearest second (“Audit Trail”). Times that are so captured must not be capable of being 

modified.

(1) Participants shall maintain, or shall cause Authorized Traders, DMA 

Customers and other third parties to whom they have provided connectivity to the 

Trading System to maintain, Audit Trail data in the form and manner required by CFTC 

Regulations and in accordance with such additional requirements as may be established 

by the Company. Participants must have the ability to produce such data, or cause such 

data to be produced, in a standard format upon request of the Market Regulation 

Department.

(2) A Participant whose Customer is itself a Participant may agree with such 

Customer that it is the Customer’s obligation to maintain the Audit Trail for such 

Customer’s Orders, Indications of Interest and Requests for Quotes. Any such agreement 

shall be in writing, a copy of which shall be provided to the Market Regulation 

Department. 

(c) A suspense account may be used at the time of entry of an Order or Request for 

Quote provided that a contemporaneous electronic or written record of the Order or Request for 

Quote with the account designation is made, time-stamped and maintained in accordance with 

this Rule 518, 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 entry for 

bunched Orders or Requests for Quote that are eligible for post-trade allocation and that are 

executed and allocated in accordance with CFTC Regulation 1.35(b)(5). 

(d) A Person must include the customer type indicator (“CTI”) code with each Order 

and Request for Quote. The CTI codes are as follows:

(1) CTI 1 - Transactions initiated and executed by a Participant or Authorized 

Trader for its own account, for an account it controls or for an account in which it has an 

ownership or financial interest.

(2) CTI 2 - Transactions executed for the proprietary account (as such term is 

defined in CFTC Regulation 1.3(y)) of a Participant, Authorized Trader or Clearing Firm.

(3) CTI 3 - Transactions in which a Participant, Authorized Trader or 

Authorized User is trading (i) for the personal account of another Participant, Authorized 

Trader or Authorized User, (ii) for an account that is controlled by such other Participant, 

Authorized Trader or Authorized User, or (iii) for an account in which such other

Participant, Authorized Trader or Authorized User has an ownership or financial interest.

(4) CTI 4 - Any transaction not within CTIs 1, 2 or 3.

(e) The Company will enforce the audit trail and recordkeeping requirements set 

forth in this Rule 518 through at least annual reviews of all Participants subject to the 

requirements of this Rule 518 to verify such Participants’ compliance with the applicable 

requirements of this Rule 518.

34
(f) Each Participant, Authorized Trader and Authorized User must provide post-trade 

allocation information to the Company, if any, for any Contract executed on the Trading System 

or pursuant to the Rules, if the Company, at the request of the CFTC or otherwise, requests such 

information. In the course of a trade practice surveillance or market surveillance investigation 

conducted by the Company into any trading activity involving post trade allocations of a 

Contract executed on the Trading System or pursuant to the Rules, the Company must, at the 

request of the CFTC or otherwise, ascertain whether a post-trade allocation of the Contract was 

made, and if so, the Company must request, obtain and review the post-trade allocation 

information as part of its investigation.

Rule 519. Position Accountability

A Person who holds or controls aggregate positions in any Swap in excess of the

applicable position accountability levels, if any, set forth in Rule 523(c) shall:

(a) upon request by the Market Regulation Department, provide in a timely manner 

information regarding the nature of the position, trading strategy, and hedging information, if 

applicable; and

(b) if so ordered by the Market Regulation Department, not further increase positions 

that exceed the position accountability levels specified in Rule 523(c).

Rule 520. Position Limits

The Company may, pursuant to Rule 523(a), establish position limits for one or more 

Contracts, which, if and when established will be set forth in Rule 523(c), and grant exemptions 

from position limits, in accordance with CFTC Regulations. For any Contract that is subject to a 

position limit established by the CFTC pursuant to section 4a(a) of the CEA, the Company shall: 

(a) set its position limitation at a level no higher than the CFTC limitation and (b) monitor 

positions established on the Trading System for compliance with the limit set by the CFTC and 

the limit, if any, set by the Company. A Person seeking an exemption from position limits must 

apply to the Market Regulation Department in the form and manner required by the Company. 

Rule 521. Position Information

Without limiting any other rights of the Company under these Rules or otherwise, the 

Company shall have the right to request position and trading information in respect of a given 

Contract from any Participant, Authorized Trader or Authorized User that has a position in such 

Contract, or whose Customer has a position in such Contract, at or above the applicable position 

accountability level.

Rule 522. Aggregation of Positions

For purposes of Rules 519, 520 and 521, positions in Contracts shall be aggregated in 

accordance with CFTC Regulations.

Rule 523. Position Limits and Position Accountability Levels

35
(a) To reduce the potential threat of market manipulation or congestion, the Company 

shall adopt for each Contract, as necessary and appropriate, position limitations or position 

accountability levels for speculators.

(b) The position limits and position accountability levels for Swaps will be calculated 

on a net basis. SwapEx will enforce position limits and position accountability levels only for 

Contracts executed on the Trading System and Block Trades executed pursuant to Chapter 6 of 

the Rules.

(c) [Reserved.]

Rule 524. Operation of the Trading System

The following is a summary of the execution methods and credit and risk limit 

functionality available on the Trading System. It is not intended to provide a comprehensive 

description of the operation of the Trading System or the execution methods and/or credit and 

risk functionality available thereon. Certain execution methods may not be available for certain 

Contracts (e.g., Contracts that are not cleared, Contracts in certain product types, etc.). 

Additional information with respect to the operation of the Trading System, the execution 

methods and credit and risk functionality is provided in the applicable user guide and other 

specific information that the Company may make available to Participants, Authorized Traders 

and Authorized Users. 

(a) Execution Methods for Required Transactions:

(1) Order Book. The Trading System’s Central Limit Order Book

functionality uses a price/time algorithm to match Orders that are eligible to be matched. 

Whether an Order is eligible to be matched depends on a number of factors including, the 

order type and expiry type and, if applicable, credit and/or risk limits established for 

transactions effected through the Trading System.

(b) Execution Methods for Permitted Transactions. For Permitted Transactions, the 

Trading System will provide the execution method as described in paragraph (a)(1) above and, 

for certain Permitted Transactions, will also provide two request for quote (“Request for Quote” 

or “RFQ”) execution styles: Standard RFQ and Reverse RFQ, as described in in paragraphs 

(b)(1) and (b)(2), respectively, below. In addition, the Trading System may provide various other 

execution methods for Permitted Transactions as notified by the Company to Participants and 

Authorized Traders from time to time. A Permitted Transaction will be deemed executed on the 

Trading System upon the Company providing a record of the terms of an executed transaction to 

each counterparty as provided in Rule 525.

(1) Standard RFQ. Through the Standard RFQ functionality, a Person (the 

“Taker”) may submit an RFQ to certain other Persons (each a “Maker”) to which all such 

Makers may respond. 

(i) A Taker may submit a Request for Quote for a Permitted 

Transaction that is a Cleared Contract through the Standard RFQ functionality to 

36
any or all Participants and/or Authorized Traders who have indicated to the 

Company in writing that they intend to act as “RFQ Makers” on the Standard 

RFQ functionality; provided that the Taker and each such Participant or 

Authorized Trader have clearing arrangements at the same Derivatives Clearing 

Organization and have available credit.

(ii) A Taker may submit a Request for Quote for a Permitted 

Transaction that is not a Cleared Contract through the Standard RFQ functionality 

to any or all Participants and/or Authorized Traders, provided that both the Taker 

and each such Participant or Authorized Trader have indicated to the Company in 

writing that they are willing to transact with each other via the Standard RFQ 

functionality and, if a credit relationship has been established between the Taker 

and a Participant or Authorized Trader pursuant to paragraph (c) below, there is 

available credit. Through the Standard RFQ functionality, the Taker may submit 

a Request for Quote composed of two Contracts (that are not Cleared Contracts)

for the same currency pair but with different fixing dates and maturity/valuation 

dates. 

(iii) Makers may choose to submit firm or indicative quotes via the 

Standard RFQ functionality. A Maker who provides an indicative quote in 

response to an RFQ in the Standard RFQ functionality is provided the 

opportunity, during a set period of time (the “Standard RFQ Review Period”), 

after a Taker has accepted such indicative price quote, to confirm that it remains 

willing to execute a transaction at that quoted rate. During the Standard RFQ 

Review Period, (1) the RFQ status will be set to “pending” and the Taker can no 

longer make any edits to it and (2) the Maker is not permitted to send the same 

price quote to any other market participant on the Trading System. If the quote 

provided is confirmed by the Maker prior to expiration of the applicable Standard 

RFQ Review Period, the status of the RFQ will be updated to reflect completion 

of the transaction at the quoted rate. If the Maker rejects or otherwise does not 

confirm acceptance of the transaction within the applicable Standard RFQ Review 

Period noted above, (1) the Trading System will not execute a transaction 

between the Maker and Taker and (2) the RFQ will resume and the Taker can 

select another quoted rate to accept.

(2) Reverse RFQ. Through the Reverse RFQ functionality, a Person (the 

“Sender”) may stream quotes for certain Permitted Transactions that are not Cleared 

Contracts to any or all Participants and/or Authorized Traders (each a “Recipient”)

provided that both the Sender and each such Participant or Authorized Trader have 

indicated to the Company in writing that they are willing to transact with each other via 

the Reverse RFQ functionality and, if a credit relationship has been established between 

the Sender and a Participant or Authorized Trader pursuant to paragraph (c) below, there 

is available credit. The Recipient of such quote may indicate its desire to accept a quote 

from the Sender, and such acceptance will be communicated to the Sender, who then will 

have the opportunity, during a set period of time (the “Reverse RFQ Review Period”) to 

confirm that it remains willing to execute a transaction at that quoted rate. During the 

37
Reverse RFQ Review Period, (1) the RFQ status will be set to “pending” and the 

Recipient can no longer make any edits to it and (2) the Sender is not permitted to stream 

the same price quote to any other market participant on the Trading Platform. If the 

quote provided is confirmed by the Sender prior to expiration of the applicable Reverse 

RFQ Review Period, the status of the RFQ will be updated to reflect completion of the 

transaction at the quoted rate. If the Sender rejects or otherwise does not confirm 

acceptance of the transaction within the applicable Reverse RFQ Review Period noted 

above, the Trading System will not execute a transaction between the Sender and the 

Recipient of the quote. 

(c) Credit and Risk Limits. The Trading System permits Participants, Authorized 

Traders and Clearing Firms to input and establish credit and/or risk limits on the Trading System. 

The Company may also require Participants, Authorized Traders and/or Clearing Firms to input 

and establish credit and/or risk limits on the Trading System. A Person establishing credit and/or 

risk limits on the Trading System shall be solely responsible for evaluating the creditworthiness 

of each Person for whom it establishes such limit and for determining whether such Person is in 

compliance with any such limits with respect to its activity on the Trading System. The

Company shall not have any responsibility for compliance with credit limits by a Participant, 

Authorized Trader or Authorized User, notwithstanding that such credit limits may have been 

input into the Trading System, or for monitoring, maintaining or enforcing any such credit limits.

Rule 525. Confirmation of Transactions

(a) The Company will provide each counterparty to a transaction that is entered into 

on or pursuant to the rules of the Company with a written record of all of the terms of the 

transaction (a “Confirmation”) which shall legally supersede any previous agreement and serve 

as a confirmation of the transaction. The confirmation of all terms of the transaction shall take 

place at the same time as execution. 

(b) With respect to a transaction in a Contract that is not a Cleared Contract, a 

Confirmation shall, for purposes of CFTC Regulation 37.6(b), consist of the Trade 

Communication and, in accordance with and to the extent permitted by CFTC No-Action Letter 

15-25 (expiring March 31, 2016) and for so long as the applicable relief provided therein is 

effective, the Terms Incorporated by Reference. In the event of any conflict between (i) the 

Trade Communication and (ii) the Terms Incorporated by Reference, the Trade Communication

shall prevail to the extent of any inconsistency. “Trade Communication” means the written 

communication containing the economic terms specific to a transaction provided by the 

Company to the Participant(s) and/or Authorized Trader(s) who executed such transaction on the 

Trading System and shall be deemed to include the applicable Contract Specifications. “Terms 

Incorporated by Reference” means the documents and agreements between the counterparties to 

the transaction (including, without limitation, ISDA master agreements, other master agreements, 

terms supplements, master confirmation agreements and incorporated industry definitions) 

governing such transactions existing at the time of execution of the transaction. The 

Participant(s) and/or Authorized Trader(s) must, as applicable, maintain in accordance with Rule 

401(a)(8) copies of all Terms Incorporated by Reference and, for purposes of compliance with 

these Rules and CFTC Regulations shall provide the Company with copies of such Terms 

Incorporated by Reference promptly upon request by the Company. 

38
Rule 526. Trade Cancellations, Error Correction and Price Adjustments

(a) Cancellation and Error Correction with respect to Cleared Contracts. 

(1) Except as provided in Rule 526(a)(2) below, if a transaction is submitted 

to, but not accepted for clearing by, a Derivatives Clearing Organization, such transaction 

shall be deemed to be void ab initio following receipt of a clearing rejection notice from 

the Derivatives Clearing Organization and neither of the parties thereto nor the Company 

shall have any further responsibility for such transaction under these Rules. 

(2) Pursuant to the CFTC No-Action Letter No. 15-24 (April 22, 2015) and 

for so long as the applicable relief provided therein is effective: 

(i) If the Company determines that a transaction is rejected from 

clearing by a Derivatives Clearing Organization because of a clerical or 

operational error or omission by the Company or by one of the counterparties to 

the transaction or its agent, 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). 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. Execution of a new trade and resubmission of such trade to clearing 

pursuant to this Rule 526(a)(2)(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 sixty (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 Rule 526(a)(2)(i) is not available with respect to 

transactions that are rejected from clearing for credit reasons. 

(ii) If a clerical or operational error or omission made by the 

Company, one of the counterparties to a transaction or its agent is 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 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 

39
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 

Rule 526(a)(2)(ii) must be executed and submitted for clearing not later than three 

days after the original, erroneous transaction was executed.

(3) No Participant, Authorized Trader or Customer or prospective Participant, 

Authorized Trader or Customer may enforce a Breakage Agreement with another 

Participant, Authorized Trader or Customer, or require such an agreement as a condition 

to trading with such other Participant, Authorized Trader or Customer on or pursuant to 

the Rules in respect of a Cleared Contract.

(b) Company Authority

(1) The Company has authority to adjust trade prices or cancel (bust) trades

when such action is necessary to mitigate market-disrupting events caused by the 

improper or erroneous use of the Trading System or by a malfunction or other 

technological error in the Trading System.

(2) Notwithstanding any other provision of this Rule 526, the Company may 

adjust trade prices or bust any trade if the Company determines that allowing the trade to 

stand as executed may have a material, adverse effect on the integrity of the market.

(c) Review of Trades

(1) The Company may determine to review a trade based on its independent 

analysis of market activity or upon request for review by a Participant. A request for 

review must be made within fifteen (15) minutes of the execution of the trade.

(2) The Company shall determine whether or not a trade will be subject to 

review. 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. In addition, notwithstanding anything to the contrary

herein, any trade that is entered into pursuant to a Market Order or a Stop Loss Order or 

that has been accepted for clearing by a Derivatives Clearing Organization shall not be 

subject to review under this Rule 526(c) or adjustment or cancellation under Rule 526(d) 

or Rule 526(e). 

(3) Upon deciding to review a trade, the Company shall promptly issue an 

alert to all Participants via the Trading System or electronic mail indicating that the trade 

is under review.

(d) Price Adjustments and Trade Busts

(1) Company Review Procedures. In reviewing a trade, the Company shall 

first determine whether the trade price is within the No-Bust Range set forth in paragraph 

40
(g). 

(2) Trade Price Inside the No-Bust Range. If the Company determines that 

the price of the trade is inside the No-Bust Range, the Company shall issue an alert 

indicating that the trade shall stand.

(3) Trade Price Outside the No-Bust Range. If the Company determines that 

a trade price is outside the No-Bust Range, the Company may cancel the trade if the 

Company determines (i) that the trade was the result of an error, (ii) that allowing the 

trade to stand as executed may have a material, adverse effect on the integrity of the 

market or (iii) that cancellation is necessary to mitigate market-disrupting events caused 

by the improper or erroneous use of the Trading System or by a malfunction or other 

technological error in the Trading System. The Company shall issue an alert regarding 

such cancellation.

(4) Trade Cancellations and Adjustments. Busted trade prices and any prices 

that have been adjusted shall be cancelled in the Company’s official record of time and 

sales. Trades that are price-adjusted shall be inserted in the time and sales record at the 

adjusted trade price.

(e) Alternative Resolution by Agreement of Parties.

(1) With the approval of the Company, parties to a trade that is price-adjusted 

may instead mutually agree to cancel the trade.

(2) With the approval of the Company, parties to a trade that is busted may 

instead mutually agree to price adjust the trade by cancelling the trade and reporting a 

new trade at the adjusted price.

(f) [Reserved.]

(g) No-Bust Ranges

Contracts No-Bust Ranges

Non-deliverable 

Foreign Exchange 

Forwards

An exchange rate off by a set number of “pips” (as such 

term is commonly understood in the foreign exchange 

marketplace) from the determination of fair market value 

by the Company. The number of pips for the currency 

pairs available for trading on the Trading System are set 

forth in the table below:

Currency Pair Pips

USD/ARS 100

USD/BRL 100

41
Contracts No-Bust Ranges

Non-deliverable 

Foreign Exchange 

Forwards (continued) Currency Pair Pips

USD/CLP 150

USD/CNY 100

USD/COP 50

USD/IDR 200

USD/INR 30

USD/KRW 5

USD/MYR 150

USD/PEN 200

USD/PHP 20

USD/RUB 10

USD/TWD 10

AUD/USD 20

USD/CAD 20

USD/CHF 30

USD/CZK 150

USD/DKK 100

EUR/USD 20

GBP/USD 20

USD/HKD 60

USD/JPY 20

USD/MXN 300

USD/NOK 200

NZD/USD 60

USD/SEK 200

USD/SGD 50

USD/THB 20

USD/TRY 50

42
Contracts No-Bust Ranges

Non-deliverable 

Foreign Exchange 

Forwards (continued) Currency Pair Pips

USD/ZAR 200

AUD/ARS 100

AUD/BRL 100

AUD/CLP 150

AUD/CNY 100

AUD/COP 50

AUD/IDR 200

AUD/INR 30

AUD/KRW 5

AUD/MYR 150

AUD/PEN 200

AUD/PHP 20

AUD/RUB 10

AUD/TWD 10

CAD/ARS 100

CAD/BRL 100

CAD /CLP 150

CAD/CNY 100

CAD/COP 50

CAD/IDR 200

CAD/INR 30

CAD/KRW 5

CAD/MYR 150

CAD/PEN 200

CAD/PHP 20

CAD/RUB 10

CAD/TWD 10

43
Contracts No-Bust Ranges

Non-deliverable 

Foreign Exchange 

Forwards (continued) Currency Pair Pips

EUR/ARS 100

EUR/BRL 100

EUR/CLP 150

EUR/CNY 100

EUR/COP 50

EUR/IDR 200

EUR/INR 30

EUR/KRW 5

EUR/MYR 150

EUR/PEN 200

EUR/PHP 20

EUR/RUB 10

EUR/TWD 10

GBP/ARS 100

GBP/BRL 100

GBP/CLP 150

GBP/CNY 100

GBP/COP 50

GBP/IDR 200

GBP/INR 30

GBP/KRW 5

GBP/MYR 150

GBP/PEN 200

GBP/PHP 20

GBP/RUB 10

GBP/TWD 10

JPY/ARS 10,000

44
Contracts No-Bust Ranges

Non-deliverable 

Foreign Exchange 

Forwards (continued) Currency Pair Pips

JPY/BRL 10,000

JPY/CLP 15,000

JPY/CNY 10,000

JPY/COP 5,000

JPY/IDR 20,000

JPY/INR 3,000

JPY/KRW 500

JPY/MYR 15,000

JPY/PEN 20,000

JPY/PHP 2,000

JPY/RUB 1,000

JPY/TWD 1,000

(h) Company Determinations Final

All determinations and decisions of the Company with respect to the foregoing 

matters shall be final.

(i) Reporting

The Company shall report to the Swap Data Repository any cancellation and/or 

new trade entered into pursuant to this Rule 526.

Rule 527. Limitation of Liability; No Warranties

(a) EXCEPT IN INSTANCES IN WHICH THE DISCLAIMING PARTY (DEFINED BELOW) HAS 

BEEN FINALLY ADJUDICATED BY A COURT OF COMPETENT JURISDICTION TO HAVE ENGAGED IN 

FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN WHICH CASE THE DISCLAIMING PARTY 

FOUND TO HAVE ENGAGED IN SUCH CONDUCT CANNOT AVAIL ITSELF OF THE PROTECTIONS IN THIS 

RULE 527 AND WITHOUT LIMITING THE COMPANY’S INDEMNIFICATION OBLIGATIONS UNDER 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 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,

45
COLLECTIVELY, “DISCLAIMING PARTIES”), SHALL BE LIABLE TO ANY PERSON FOR ANY LOSSES

ARISING OUT OF OR IN CONNECTION WITH:

(1) ANY FAILURE, MALFUNCTION, FAULT IN DELIVERY, DELAY, OMISSION,

SUSPENSION, INACCURACY, INTERRUPTION, TERMINATION, OR ANY OTHER EVENT, IN 

CONNECTION WITH THE FURNISHING, PERFORMANCE, OPERATION, MAINTENANCE, USE OF 

OR INABILITY TO USE ALL OR ANY PART OF THE TRADING SYSTEM OR ANY OTHER SYSTEMS 

AND SERVICES OF THE COMPANY, OR SERVICES, EQUIPMENT OR FACILITIES USED TO 

SUPPORT SUCH SYSTEMS AND SERVICES, INCLUDING ELECTRONIC ORDER ENTRY AND 

DELIVERY, TRADING THROUGH ANY ELECTRONIC MEANS, ELECTRONIC COMMUNICATION OF 

MARKET DATA OR INFORMATION, WORKSTATIONS USED BY CLEARING FIRMS,

PARTICIPANTS, AUTHORIZED TRADERS, AND AUTHORIZED USERS, PRICE REPORTING 

SYSTEMS AND ANY AND ALL TERMINALS, COMMUNICATIONS NETWORKS, CENTRAL 

COMPUTERS, SOFTWARE, HARDWARE AND FIRMWARE RELATING THERETO; OR

(2) 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

(3) ANY ERRORS OR INACCURACIES IN INFORMATION PROVIDED BY THE 

COMPANY OR ANY OF THE COMPANY’S SYSTEMS, SERVICES OR FACILITIES; OR

(4) ANY UNAUTHORIZED ACCESS TO OR UNAUTHORIZED USE OF ANY OF THE 

COMPANY’S SYSTEMS, SERVICES, EQUIPMENT OR FACILITIES BY ANY PERSON.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER A CLAIM IS BASED ON 

BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, 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 PARTIES, RELATING TO ANY SYSTEMS OR SERVICES 

OF THE COMPANY OR SERVICES, EQUIPMENT OR FACILITIES USED TO SUPPORT SUCH SYSTEMS OR 

SERVICES, INCLUDING THE TRADING SYSTEM 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 AND REPRESENTATIONS WITH RESPECT TO THE 

SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW, CUSTOM, PRIOR ORAL OR 

WRITTEN STATEMENTS BY THE COMPANY OR ANY OTHER DISCLAIMING PARTY OR OTHERWISE 

(INCLUDING BUT NOT LIMITED TO, AS TO TITLE, SATISFACTORY QUALITY, ACCURACY,

COMPLETENESS, UNINTERRUPTED USE, NON-INFRINGEMENT, TIMELINESS, TRUTHFULNESS,

SEQUENCE AND ANY IMPLIED WARRANTIES, CONDITIONS AND OTHER CONTRACTUAL TERMS 

ARISING FROM TRANSACTION USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE)

RELATING TO ANY SYSTEMS OR SERVICES OF THE COMPANY OR SERVICES, EQUIPMENT OR 

FACILITIES USED TO SUPPORT SUCH SYSTEMS OR SERVICES, INCLUDING THE TRADING SYSTEM.

46
(c) THE COMPANY’S TOTAL COMBINED AGGREGATE LIABILITIES SHALL NOT EXCEED 

$100,000 FOR ALL LOSSES FROM ALL CAUSES SUFFERED BY ALL PERSONS ON A SINGLE DAY;

$200,000 FOR ALL LOSSES SUFFERED BY ALL PERSONS FROM ALL CAUSES IN A SINGLE CALENDAR 

MONTH; AND $2,000,000 FOR ALL LOSSES FROM ALL CAUSES SUFFERED BY ALL PERSONS IN A 

SINGLE CALENDAR YEAR. If the number of allowed claims arising out of any failures or 

malfunctions on a single day or single month cannot be fully satisfied because of the above 

dollar limitations, all such claims shall be limited to a pro rata share of the maximum amount for 

the respective period. In no event shall the total combined aggregate liability of the Disclaiming 

Parties for all claims arising out of any failures, malfunctions, faults in delivery, delays, 

omissions, suspensions, inaccuracies, interruptions, terminations or any other causes in 

connection with the furnishing, performance, operation, maintenance, use of or inability to use 

all or any part of any of the Company’s systems or services, or services, equipment or facilities 

used to support such systems or services, including the Trading System, or the negligence of the 

Company or any Disclaiming Party exceed $2,000,000 in any given calendar year. The 

limitations of liability in this Rule 527(c) shall not apply to the Company’s indemnification 

obligations under Rule 914.

(d) Under no circumstances shall the Company be liable to a Participant or any other 

Person for any indirect, special, incidental, consequential, exemplary loss or punitive damages of 

any kind, regardless of whether such liability is based on breach of contract, tort, strict liability, 

breach of warranties or otherwise, including any loss of revenue, loss of actual or anticipated 

profits, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, 

loss of opportunity, loss of market share, loss of goodwill, loss of reputation or loss of, damage 

to or corruption of data, however suffered or incurred, regardless of whether the Company has 

been advised of the possibility of such damages or whether such damages otherwise could have 

been foreseen or prevented.

(e) Under no circumstances shall the Company be liable for the acts, errors or 

omissions of any third party, including any data communication service, Swap Data Repository 

or Derivatives Clearing Organization.

(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 the Trading 

System, in which one or more Disclaiming Parties is a party shall be arbitrated pursuant to the 

Rules in Chapter 8, and references in Chapter 8 to a “Participant” shall, to the extent relevant, be 

deemed for such purpose to mean and include the Disclaiming Parties. Any such claim against a 

Disclaiming Party shall be brought within two (2) years 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 finds that a dispute is not arbitrable, such dispute may be litigated only in 

accordance with Rule 912.

(g) For the avoidance of doubt, the limitations on liability in this Rule 527 do not 

change the Company’s obligations under the CEA or CFTC Regulations.

47
Rule 528. Swap Data Reporting

(a) The Company will report Reportable Swap Data (which Data shall include, but 

shall not be limited to, the actual notional or principal amount for a Swap) to a Swap Data 

Repository for each Contract executed on the Trading System or pursuant to the Rules as soon as 

technologically practicable following execution. The Company may provide Swap Transaction 

and Pricing Data to Participants and Authorized Traders 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 Contract.

(b) The Reporting Counterparty for each Contract executed on the Trading System 

shall be established pursuant to CFTC Regulation 45.8. If both counterparties are equal in the

hierarchy set out in CFTC Regulation 45.8 (for example, both are swap dealers), the Reporting 

Counterparty for such Contract shall be, with respect to foreign exchange Contracts, the seller of 

the currency that is higher in alphabetical order determined based on currency code (for example, 

in a USD/BRL trade, the seller of BRL would be the Reporting Counterparty because B is 

alphabetically higher than U).

(c) The Company has designated DTCC Data Repository (U.S.) LLC as the Swap 

Data Repository, to which it will report Reportable Swap Data in accordance with CFTC 

Regulations.

(d) Each Participant and Authorized Trader:

(1) authorizes the Company to send Reportable Swap Data on its behalf and, 

if applicable, on behalf of its Customers to the relevant Swap Data Repository designated 

in accordance with Rule 528(c) and further agrees to take all such actions as are deemed 

necessary or required by such Swap Data Repository to facilitate or confirm such 

authorization; and

(2) consents to the maintenance of such Reportable Swap Data by the relevant 

Swap Data Repository designated in accordance with Rule 528(c).

(e) Each Participant, Authorized Trader and Authorized User that enters an Order, an 

Indication of Interest or a Request for Quote into the Trading System shall include with each 

such Order, an Indication of Interest or a Request for Quote the following information (to the 

extent such information is not provided by the Trading System):

(1) the legal entity identifier of such Participant or Authorized Trader, if 

available;

(2) a yes/no indication of whether such Participant or Authorized Trader is a 

swap dealer with respect to the Contract for which the Order, Indication of Interest or 

Request for Quote is placed;

48
(3) a yes/no indication of whether such Participant or Authorized Trader is a 

major swap participant with respect to the Contract for which the Order, Indication of 

Interest or Request for Quote is placed;

(4) a yes/no indication of whether such Participant or Authorized Trader is a 

financial entity as such term has been defined by the CFTC;

(5) a yes/no indication of whether such Participant or Authorized Trader is a 

U.S. person as such term has been defined by the CFTC; and

(6) if the Contract will be allocated:

(A) an indication that the Contract will be allocated; 

(B) the legal entity identifier of the agent;

(C) an indication of whether the Contract is a post-allocation swap; and

(D) if the Contract is a post-allocation swap, the unique swap 

identifier of the original transaction between the Reporting Counterparty and the 

agent.

If the Contract is a pre-allocation Swap, the Company shall transmit the unique 

swap identifier for such Contract to the Reporting Counterparty and to the agent. Postallocation Contracts 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.

(f) If the Company lists any multi-asset Swap for trading on the Trading Facility, the 

Company shall report Reportable Swap Data for such Swap to a single Swap Data Repository 

that accepts Swaps in the asset class treated as the primary asset class involved in the Swap. 

Without limiting the foregoing, the Company shall report all primary economic terms (as defined 

in CFTC Regulation 45.1) for each asset class involved in the Swap.

Rule 529. Updating Reportable Swap Data

Any Participant, Authorized Trader or Customer that discovers any error, omission or 

required amendment to Reportable Swap Data for a Contract submitted on its behalf 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. The Company shall report any errors or omissions 

in any data that it previously reported to a Swap Data Repository as soon as technologically 

practicable after the discovery thereof.

49
CHAPTER 6. BLOCK TRADES

Rule 601. Block Trades

(a) Block Trades shall be permitted to the extent consistent with CFTC Regulations, 

these Rules and any advisory notice or other rule (as defined in CFTC Regulation 40.1) 

implemented by the Company in accordance with Part 40 of the CFTC Regulations.

(b) The following shall govern Block Trades:

(1) 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). Orders for different 

accounts may not be aggregated to achieve the minimum block size, except that 

aggregation is permitted if done by a person who (x)(i) is registered as a commodity 

trading advisor under Section 4n of the CEA, or exempt from registration under the CEA, 

or a principal thereof, who has discretionary trading authority or directs client accounts, 

(ii) is an investment adviser who has discretionary trading authority or directs client 

accounts and satisfies the requirements set forth in CFTC Regulation 4.7(a)(2)(v); or (iii) 

is a foreign person who performs a similar role or has a similar function as the foregoing 

persons and is subject as such to foreign regulation; and (y) has more than $25 million in 

total assets under management.

(2) Spread trades may be executed as Block Trades, provided that the quantity 

of each leg of the spread meets the appropriate minimum block size for such Swap.

(3) A Participant or Authorized Trader must receive instructions from a 

Customer or obtain the Customer’s prior consent before entering into a Block Trade on 

behalf of that Customer.

(4) A Block Trade may only be executed pursuant to the Rules and Company 

Requirements and submitted to the Company if both counterparties to the trade are 

Participants, Authorized Traders or Customers of Participants or Authorized Traders.

(5) Both parties to a transaction that is intended to be treated as a Block Trade 

under CFTC Regulation 43.6 must notify the Company of their election to treat the 

transaction as a Block Trade. Both such parties shall report the actual notional or 

principal amount of the Block Trade and any other required information to the Company 

as soon as technologically practicable following the execution of the Block Trade, but in 

no event later than ten (10) minutes after the execution thereof. Such report must include 

the information required by the Company.

(6) The Company shall transmit all Reportable Swap Data (including a 

notification of Block Trade election) to a Swap Data Repository as soon as 

technologically practicable following receipt of such data by the Company.

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Rule 602. Time-Stamp Requirements for Block Trades

All Block Trades executed in accordance with Chapter 6 are subject to the following 

requirements.

(a) The record of each Block Trade maintained by the parties to the Block Trade 

pursuant to Rule 401(a)(8) shall include an electronic time-stamp reflecting the date and time of 

execution.

(b) The Company shall time-stamp the transaction and pricing data with the date and 

time (to the nearest second) that the Company receives such data from the party reporting the 

Block Trade and the date and time when the Company transmits such data to a Swap Data 

Repository. 

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CHAPTER 7. DISCIPLINARY RULES

Rule 701. General

(a) A Person subject to the Company’s jurisdiction shall be subject to this Chapter 7

if such Person is alleged to have violated, to have aided and abetted a violation of, to be 

violating, or to be about to violate, any Rule.

(b) The Company, through the Market Regulation Department and the Disciplinary 

Panel, will conduct Disciplinary Proceedings. The Market Regulation Department will maintain 

an enforcement staff that will prosecute violations in accordance with this Chapter 7. The 

enforcement staff shall not include Participants, Authorized Traders, Authorized Users, 

Customers or Persons whose interests conflict with their enforcement duties. Members of the 

enforcement staff shall not operate under the direct control of any person with Trading 

Privileges. No member of the Market Regulation Department may be a Disciplinary Panel 

Member or Appeal Panel Member. Any reference to the Market Regulation Department in this 

Chapter 7 shall also be a reference to the enforcement staff.

(c) No Company Official, Director or Officer will interfere with or attempt to 

influence the process or resolution of any Disciplinary Proceeding, except to the extent provided 

under the Rules with respect to a Disciplinary Proceeding in which an Officer or Company 

Official is a member of the enforcement staff or a Director is a member of the relevant 

Disciplinary Panel or Appeal Panel. 

(d) No Person subject to the Company’s jurisdiction may knowingly or intentionally 

impede or delay any Disciplinary Proceeding or any inquiry or investigation by the Market 

Regulation Department. 

(e) A Person who acts in violation of Rule 701(d) may be subject to summary 

suspension or other summary action in accordance with Rule 717.

(f) Any Person subject to the Company’s jurisdiction may be represented in a 

Disciplinary Proceeding by legal counsel or any other representative of its choosing at its own 

expense.

(g) Liability.

(1) The Company may hold a Participant liable for, and impose sanctions 

against such Participant, for such Participant’s own acts and omissions that constitute a 

violation of these Rules as well as for the acts and omissions of (i) such Participant’s 

Authorized Traders, Authorized Users and DMA Customers or (ii) a Person using the 

User ID of any of such Participant’s Authorized Users, in each case, that constitute a 

violation as if such violation were that of the Participant.

(2) The Company may hold an Authorized Trader liable for, and impose 

sanctions against such Authorized Trader, for such Authorized Trader’s own acts and 

omissions that constitute a violation of these Rules as well as or for the acts and 

omissions of (i) such Authorized Trader’s Authorized Users or (ii) a Person using the 

52
User ID of any of such Authorized Trader’s Authorized Users, in each case, that 

constitute a violation as if such violation were that of the Authorized Trader.

(3) The Company may hold an Authorized User liable for, and impose 

sanctions against such Authorized User, for such Authorized User’s own acts and 

omissions that constitute a violation of these Rules, as well as or for the acts and 

omissions of a Person using such Authorized User’s User ID that constitute a violation as 

if such violation were that of the Authorized User.

(4) The Company may hold any Person subject to the Company’s jurisdiction 

liable for, and impose sanctions against such Person, for such Person’s own acts and 

omissions that constitute a violation of these Rules.

(h) Ex Parte Communications.

(1) A Person subject to a Disciplinary Proceeding (and any legal counsel or 

other representative of such Person) and the Market Regulation Department (and any 

legal counsel or other representative of the Market Regulation Department) shall not 

knowingly make or cause to be made an ex parte communication relevant to the merits of 

a Disciplinary Proceeding to any member of the Disciplinary Panel or the Appeal Panel 

hearing such proceeding or appeal, as applicable.

(2) Members of the Disciplinary Panel or the Appeal Panel, as applicable, 

shall not knowingly make or cause to be made an ex parte communication relevant to the 

merits of a Disciplinary Proceeding to any Person subject to such proceeding, the Market 

Regulation Department or any legal counsel or other representative of such Person or the 

Market Regulation Department.

(3) Any Person who receives makes or learns of any communication that is 

prohibited by this Rule shall promptly give written notice of such communication and 

any response thereto to the Market Regulation Department and all parties to the 

Disciplinary Proceeding to which the communication relates.

(4) A Person shall not be deemed to have violated this Rule if the Person 

refuses an attempted communication concerning the merits of a Disciplinary Proceeding 

as soon as it becomes apparent the communication concerns the merits.

Rule 702. Inquiries and Investigation

(a) The Market Regulation Department shall make such inquires as it deems 

necessary or appropriate to monitor Participants’ and other Persons’ compliance with the Rules. 

The Market Regulation Department shall commence an investigation, as provided in paragraph

(b), if it has reason to believe that the Rules have been or may be violated or upon the receipt of a 

request from the CFTC. Any member of the Market Regulation Department must promptly 

recuse himself or herself and notify the Chief Compliance Officer if such member has a material 

conflict of interest with respect to any potential respondent in an Investigation Report.

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(b) Persons subject to the Company’s jurisdiction shall assist the Company and the 

Regulatory Services Provider in any investigation into potential violations of the Rules and the 

Company or the Regulatory Services Provider may require such Person to furnish such 

information concerning such Person’s business that is subject to the Rules and Company 

Requirements as the Company may deem necessary to enable the Company to perform its 

obligations under Applicable Law, including information relating to Contracts and related 

financial instruments, and information requested by a Government Agency, Self-Regulatory 

Organization, Derivatives Clearing Organization or service provider or licensor relating to the 

Company’s business as a swap execution facility and/or the Company’s compliance with 

Applicable Law. The Company or the Regulatory Services Provider may require such Person to 

produce documents, to answer questions from the Company, and/or to appear in connection with 

an investigation.

(c) The Market Regulation Department will investigate apparent violations of the 

Rules of which it becomes aware. The Market Regulation Department will commence an 

investigation upon the receipt of a request from CFTC staff or upon the discovery or receipt of 

information by the Company that, in the judgment of the Market Regulation Department, 

indicates a reasonable basis for finding that a violation has occurred or will occur. The Market 

Regulation Department will determine the nature and scope of its inquiries and investigations in 

its sole discretion and will function independently of the commercial interests of the Company.

(d) The Market Regulation Department has the authority to:

(1) initiate and conduct inquiries and investigations;

(2) prepare Investigation Reports and make recommendations concerning

initiating Disciplinary Proceedings; and 

(3) prosecute alleged violations within the Company’s disciplinary 

jurisdiction.

(e) Each Person subject to the Company’s jurisdiction is obligated to appear and 

testify and respond in writing to requests for information from the Market Regulation 

Department and to produce books, records, papers, documents or other tangible evidence in such 

Person’s possession, custody or control within the time period required by the Market Regulation 

Department.

Rule 703. Reports of Investigations

(a) The Market Regulation Department will maintain a log of all investigations and 

their disposition. The Market Regulation Department will prepare a written report of each 

investigation (the “Investigation Report”), regardless of whether the evidence gathered during an 

investigation forms a reasonable basis to believe that a violation within the Company’s 

jurisdiction has occurred or is about to occur or whether the evidence gathered results in closing 

the matter without further action or through summary action.

(b) The Investigation Report shall include the reasons for initiating the investigation 

(including a summary of the complaint, if any), all relevant facts and evidence gathered, Market 

54
Regulation Department staff’s analysis and conclusions and the recommendation of the Market 

Regulation Department. For each potential respondent, the Market Regulation Department will 

recommend either:

(1) closing the investigation without further action;

(2) resolving the investigation through an informal disposition, including the 

issuance of a warning letter. An informal disposition (including the issuance of a 

warning letter) shall not constitute a finding of a violation or a sanction;

(3) summary action;

(4) the preparation and service of a notice of charges for instituting a 

Disciplinary Proceeding and recommended sanctions if a violation is found to have 

occurred by a Hearing Panel; or

(5) a negotiated settlement.

(c) The Investigation Report shall be provided to the Chief Compliance Officer for a 

determination as to whether the Investigation Report is complete.

(d) Each Market Regulation Department investigation shall be completed in a timely 

manner and, absent mitigating factors, no later than twelve (12) months after the date that an 

investigation is opened. Mitigating factors that may justify an investigation taking longer than 

twelve (12) months to complete include the complexity of the investigation, the number of 

potential wrongdoers, the number of potential violations to be investigated and the volume of 

documents and data to be examined and analyzed.

Rule 704. Opportunity to Respond

(a) After completing its Investigation Report, the Market Regulation Department 

shall, where applicable and with the authorization of the Chief Compliance Officer, notify each 

potential respondent that the Market Regulation Department has recommended formal 

disciplinary charges against the potential respondent.

(b) The Market Regulation Department shall allow a potential respondent to submit a 

written statement explaining why a Disciplinary Proceeding should not be instituted and/or one 

or more of the potential charges should not be brought. The potential respondent shall submit 

any written statement within the time limit established by the Market Regulation Department. 

Rule 705. Review of Investigation Reports

(a) After the completion of the Investigation Report and the receipt of any submission 

made by the proposed respondent pursuant to Rule 704(b), the Chief Compliance Officer shall 

decide whether to refer the Investigation Report to the Market Regulation Department for further 

review or to establish a Review Panel. The Market Regulation Department or Review Panel, as 

appropriate, shall, within thirty (30) days, take one of the following actions:

55
(1) If the Market Regulation Department or Review Panel, as appropriate, 

determines that additional investigation or evidence is needed, it shall promptly conduct 

such further investigation;

(2) If the Market Regulation Department or Review Panel, as appropriate, 

determines that no reasonable basis exists for finding a violation or that prosecution is 

otherwise unwarranted, it shall direct that no further action be taken. Such determination 

shall be in writing, and shall include a written statement setting forth the facts and 

analysis supporting the decision; or

(3) If the Market Regulation Department or Review Panel, as appropriate, 

determines that a reasonable basis exists for finding a violation and adjudication is 

warranted, it shall direct that the Person alleged to have committed the violation be 

served with a notice of charges and proceed in accordance with this Chapter 7 or to be 

issued a warning letter meeting the requirements set forth in Rule 714(b)(1).

(b) A failure of the Market Regulation Department or Review Panel, as appropriate, 

to act within the time prescribed in paragraph (a) shall not prevent the Chief Compliance Officer 

from issuing a warning letter if he or she deems it appropriate to do so. The Chief Compliance 

Officer shall inform the Regulatory Oversight Committee of any such failure of the Market 

Regulation Department or Review Panel, as appropriate, to act.

Rule 706. Notice of Charges

(a) If the Market Regulation Department or Review Panel, as appropriate, authorizes 

Disciplinary Proceedings pursuant to Rule 705(a)(3), it will prepare, and serve in accordance 

with Rule 707, a notice of charges.

(b) A notice of charges shall:

(1) state the acts, practices or conduct that the respondent is alleged to have 

engaged in;

(2) state each specific Rule alleged to have been violated or about to be 

violated;

(3) advise the respondent of its right to a hearing;

(4) advise the respondent that it has the right to be represented by legal 

counsel or any other representative of its choosing in all succeeding stages of the 

disciplinary process (other than a Director, Officer or employee of the Company, any 

member of the Disciplinary Panel or any person substantially related to the Disciplinary 

Proceedings such as a material witness or other respondent);

(5) state the period of time within which the respondent may file an answer to, 

and request a hearing on, the notice of charges, which will, except for good cause, not be 

less than twenty (20) days after service of the notice of charges;

56
(6) 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

(7) advise the respondent that any allegation in the notice of charges that is 

not expressly denied will be deemed to be admitted.

Rule 707. Service of Notice

Any notice of charges or other documents to be served pursuant to this Chapter 7 may be 

served upon the respondent, and service shall be deemed complete, upon: (i) deposit in the 

United States mail, postage prepaid, via registered or certified mail; (ii) delivery of the same to a 

recognized courier service, addressed to the respondent at the respondent’s last known place of 

business or residence; or (iii) transmittal by electronic mail to the electronic mail address as it 

appears on the books and records of the Company, if followed by a hard copy of the document 

sent promptly thereafter by United States mail, postage prepaid, via registered or certified mail.

Rule 708. Answer to Notice of Charges

(a) If the respondent determines to answer a notice of charges, the respondent shall 

file its answer within twenty (20) days after being served with such notice, or within such other 

reasonable time period as may be determined by the Chief Compliance Officer.

(b) To answer a notice of charges, the respondent must in writing:

(1) specify the allegations that the respondent denies or admits;

(2) specify the allegations that the respondent does not have sufficient 

information to either deny or admit;

(3) specify any specific facts that contradict the notice of charges;

(4) specify any affirmative defenses to the notice of charges; 

(5) sign and serve the answer on the Chief Compliance Officer; and

(6) if applicable, request a hearing before a Hearing Panel.

(c) Any failure by the respondent to timely serve an answer to a notice of charges 

will be deemed to be an admission to the allegations in such notice and a waiver of any right to a 

hearing before a Hearing Panel and to appeal any sanction that may be imposed. Any failure by 

the respondent to answer one or more allegations in a notice of charges will be deemed to be an 

admission of that allegation or those allegations. Any allegation in a notice of charges that the 

respondent fails to expressly deny will be deemed to be admitted. A general denial by the 

respondent, without more, will not satisfy the requirements of paragraph (b).

(d) If a respondent admits or fails to specifically deny any of the allegations in the 

notice of charges, the Hearing Panel shall find that the violations set forth in such allegations 

57
have been committed and shall impose a sanction for such violations. The Hearing Panel shall 

promptly notify the respondent in writing of any sanction imposed pursuant to this Rule 708 and 

advise the respondent that the respondent may request, in writing, a hearing on such sanction 

within twenty (20) days of respondent being served with such notice. Any failure by the 

respondent to timely request a hearing with respect to a notice of sanctions will be deemed to be 

an acceptance of the sanctions in such notice and a waiver of any right to appeal such sanctions. 

Rule 709. Settlements

(a) A respondent or potential respondent may at any time propose in writing an offer 

of settlement related to anticipated or instituted Disciplinary Proceedings. All offers of 

settlement shall be submitted to the Chief Compliance Officer.

(b) 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, consent to the entry of the findings and sanctions imposed and waive its right to 

notice, opportunity for a hearing and any and all right to review and appeal under Applicable 

Law.

(c) If a respondent or potential respondent submits an offer of settlement in 

accordance with paragraph (a) above, the Chief Compliance Officer will forward the offer, 

together with his or her recommendation on whether to accept or reject the offer, to the 

Disciplinary Panel. The respondent or potential respondent may withdraw such offer of 

settlement at any time before acceptance by the Disciplinary Panel, but may not withdraw such 

offer at any time after acceptance by the Disciplinary Panel. 

(d) If an offer of settlement is accepted by the Disciplinary Panel, it shall issue a 

written decision specifying:

(1) the Rule violations it has reason to believe were committed, including the 

basis or reasons for its conclusions; 

(2) any sanction to be imposed, which must include full customer restitution 

where customer harm is demonstrated; and

(3) if applicable, that the respondent has accepted the sanctions imposed 

without either admitting or denying the Rule violations.

(e) In the event that the Disciplinary Panel accepts an offer of settlement without the 

agreement of the Market Regulation Department, the decision must adequately support such 

acceptance. Upon issuance of the written decision in accordance with paragraph (d), the 

respondent’s submission of the offer will be deemed to constitute a waiver of any right to notice, 

the opportunity for a hearing and review and appeal under the Rules.

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

by the Disciplinary Panel or for any other reason fails to become final, 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 

58
of the record that is made available to a subsequent Disciplinary Panel or Appeal Panel but may 

be retained by the Company in its records. Neither a respondent or potential respondent nor the 

Market Regulation Department may use an unaccepted offer of settlement in any manner at a 

hearing of, or appeal from, Disciplinary Proceedings.

Rule 710. Disciplinary Panel

(a) A Review Panel, if established pursuant to Rule 705(a), is responsible for

reviewing a completed Investigation Report and for determining whether a reasonable basis 

exists for finding a violation of the Rules and authorizing the issuance of a notice of charges. A 

Hearing Panel shall conduct hearings in connection with any Disciplinary Proceedings (except 

for summary impositions of fines pursuant to Rule 716), to make findings, render decisions, and 

impose sanctions pursuant to this Chapter 7.

(b) A Disciplinary Panel for a Disciplinary Proceeding other than a Summary 

Proceeding shall be composed of three (3) individuals that have been appointed by the Chief 

Compliance Officer. To the greatest extent practicable, the members shall be from diverse 

industry participant groups so that no group or class of industry participants dominates or 

exercises a disproportionate influence on the Disciplinary Panel and shall include sufficient 

different membership interests so as to ensure fairness and prevent special treatment or 

preference for any Person in the conduct of the Disciplinary Panel’s responsibilities. No 

employee of the Company may serve on a Disciplinary Panel. Subject to paragraphs (c) and (d), 

the appointment of a member of a Disciplinary Panel will not expire until the relevant 

Disciplinary Proceedings are completed. 

(c) If an individual selected is an Interested Person or if a member of a Disciplinary 

Panel later becomes an Interested Person, a replacement for such individual shall be selected by 

the Chief Compliance Officer. Except as may otherwise be provided in the Rules, the Board 

may at any time remove any member of a Disciplinary Panel for cause.

(d) Within ten (10) 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 206 by serving written notice on the Chief Compliance Officer. By 

not timely filing a request for disqualification, the respondent will be deemed to have waived any 

objection to the composition of a Disciplinary Panel. The Chair of the Regulatory Oversight 

Committee will decide the merits of any request for disqualification within his or her sole 

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

(e) All information, records, materials and documents provided to a Disciplinary 

Panel and all deliberations, testimony, information, records, materials and documents related 

thereto shall be treated as non-public and confidential and shall not be disclosed, except as 

necessary to further a Company investigation, respond to a request from the CFTC or as 

otherwise required by law. No individual shall serve on a Disciplinary Panel unless that 

individual has agreed in writing that he or she will not publish, divulge, or make known in any 

manner facts or information regarding the business of any Person or other information which 

may come to his attention in his official capacity as a member of the Disciplinary Panel, except 

when reporting to the Board or to a Committee concerned with such information or to the Market 

59
Regulation Department, when requested by the CFTC or other Government Agency, or when 

compelled to testify in any judicial or administrative proceeding.

Rule 711. Respondent’s Review of Evidence

(a) Prior to the commencement of a hearing, each respondent will be given the 

opportunity, subject to paragraphs (b) and (c), to review all books, records, documents, papers, 

transcripts of testimony and other tangible evidence in the possession or under the control of the 

Company that the Market Regulation Department will use to support the allegations and 

proposed sanctions in the notice of charges or which the chair of the Hearing Panel otherwise 

deems relevant to the Disciplinary Proceedings. Unless determined otherwise by the chair of the 

Hearing Panel, all such requests for access to information must be made not less than ten (10) 

days prior to the scheduled hearing date. Notwithstanding the foregoing, a respondent shall not 

have the right to review, and the Company shall have no obligation to disclose, information that 

(i) is protected by attorney-client privilege or attorney work product; (ii) was prepared by 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) The Market Regulation Department may redact, edit or code data and information 

before furnishing it to the respondent if books, records, documents, papers, transcripts of 

testimony or other tangible evidence that would otherwise be required to be provided to a 

respondent contain data or information that could adversely affect the competitive position of the 

Person providing such data or information or if such data or information might compromise other 

investigations being conducted by the Market Regulation Department. For purposes of this Rule

711, data and information that could adversely affect a Person’s competitive position include 

positions in Contracts, trading strategies, the identity of any Participant, Authorized Trader,

Authorized User or Customer and the finances of the Person providing the information. 

Notwithstanding the foregoing, the Market Regulation Department shall not redact, edit or code 

competitive or investigative data or information contained in documents in a manner that 

materially impairs the respondent’s ability to defend against the allegations or proposed 

sanctions in the notices of charges and shall provide the respondent with reasonable access to the 

information and portions of the documents that the Market Regulation Department intends to 

rely on to support the allegations or proposed sanctions in the notice of charges.

(c) The respondent shall treat as confidential all data and information provided to it 

pursuant to this Rule 711, and shall not disclose any such data or information, except as 

necessary to the respondent’s defense of notice of charges and any appeal of the decision of the 

Hearing Panel.

Rule 712. Hearings

(a) All Disciplinary Proceedings (except for summary impositions of fines pursuant 

to Rule 716) will be conducted at a hearing before a Hearing Panel, such hearing shall be fair and 

shall be convened promptly after reasonable notice to each respondent. Parties to a Disciplinary 

Proceeding shall include each respondent and the Market Regulation Department.

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(b) At a hearing conducted in connection with any Disciplinary Proceeding, the 

Market Regulation Department will present its case supporting the allegations and proposed 

sanctions in the notice of charges to the Hearing Panel. If a respondent has timely filed an 

answer to the notice of charges in accordance with Rule 708, the respondent shall be entitled to 

attend and participate in the hearing. All hearings will be conducted privately and confidentially. 

(c) At a hearing conducted in connection with Disciplinary Proceedings, the Market 

Regulation Department and each respondent entitled to participate in such hearing may:

(1) present evidence and facts determined relevant and admissible by the chair 

of the Hearing Panel;

(2) call and examine witnesses; and

(3) cross-examine witnesses called by other parties.

(d) If the respondent fails to file an answer, has filed a general denial, or if any or all 

of the allegations in the notice of charges are not expressly denied in the respondent’s answer, 

the chair of the Hearing Panel may limit evidence concerning any allegations not expressly 

denied in determining the sanctions to impose. If, in such a case, the respondent appears at the 

hearing, the respondent may not participate in the hearing with respect to such allegations that 

the respondent failed to properly deny (unless such hearing is a hearing conducted pursuant to 

Rule 708(d)) by calling or cross-examining witnesses, testifying in defense, presenting evidence 

concerning the notice of charges or otherwise, unless the respondent’s failure to properly deny 

the allegations was solely the result of respondent’s failure to timely file an answer and the 

Hearing Panel determines that the respondent had a compelling reason for failing to timely file 

an answer. If the Hearing Panel determines that the respondent had a compelling reason for 

failing to timely file an answer, the Hearing Panel shall adjourn the hearing and direct the 

respondent to promptly file a written answer in accordance with Rule 708.

(e) Any Person entitled, or required or called upon, to attend a hearing before a 

Hearing Panel pursuant to paragraph (c) above shall be given reasonable notice, confirmed in 

writing, specifying the date, time and place of the hearing. All Participants, Authorized Traders

and Authorized Users who are called as witnesses are required to appear at the hearing and, 

where applicable, produce evidence. The Company shall make reasonable efforts to secure the 

presence of other Persons called as witnesses whose testimony would be relevant (as determined 

by the chair of the Hearing Panel). A Hearing Panel may appoint an expert to attend any hearing 

and assist in deliberations if such expert is made subject to appropriate confidentiality 

requirements.

(f) 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 recording shall become part of the record of the 

applicable Disciplinary Proceeding. If the respondent requests a copy of all or portions of the 

record, the chair of the Hearing Panel may require the respondent to pay the costs of preparing 

such transcript. Additionally, the Company will prepare a transcript of the hearing (i) if a 

transcript of the hearing is requested by CFTC staff, (ii) the decision of the Hearing Panel or an 

61
Appeal Panel is reviewed by the CFTC pursuant to section 8c of the CEA or part 9 of the CFTC 

Regulations or (iii) pursuant to Rule 715(e).

(g) The chair of the Hearing Panel may continue, adjourn or otherwise conduct the 

hearing as he or she may deem appropriate. The chair of the Hearing Panel will determine all 

procedural and evidentiary matters, including the admissibility and relevance of any evidence 

proffered. In determining procedural and evidentiary matters, the chair of the Hearing Panel may 

be counseled by the Company’s legal advisors and shall not be bound by evidentiary or 

procedural rules of law. Once admitted during the hearing, the Hearing Panel may consider, and 

attach the weight it believes appropriate to, evidence or other materials. 

(h) Except for procedural and evidentiary matters decided by the chair of the Hearing 

Panel pursuant to paragraph (g) and Rule 711, unless each respondent otherwise consents, the 

entire Hearing Panel must be present in person during the entire hearing and must be present, in 

person or by telephone, during any related deliberations.

(i) The Hearing Panel may summarily impose sanctions on any Person subject to the 

Company’s jurisdiction who impedes, delays or substantially disrupts the progress of a hearing.

Rule 713. Decision of Hearing Panel

(a) As promptly as reasonable following a hearing, the Hearing Panel will issue a 

written order rendering its decision based on the weight of the evidence contained in the record 

of the Disciplinary Proceedings. A decision by a majority of the Hearing Panel will constitute 

the decision of the Hearing Panel. 

(b) The Company will provide a copy of the order of the Hearing Panel to the 

respondent and the Market Regulation Department. The order will include:

(1) the notice of charges or summary of the allegations;

(2) the answer, if any, or a summary of the answer filed by the respondent;

(3) a brief summary of the evidence introduced at the hearing or, where 

appropriate, incorporation by reference of the Investigation Report;

(4) findings of fact and conclusions concerning each allegation, including a 

complete explanation of the evidentiary and other basis for such findings and conclusions 

with respect to each allegation;

(5) each specific Rule that the respondent is found to have violated; and

(6) the imposition of sanctions, if any, pursuant to Rule 714, including the 

basis for such sanctions and the effective date of each sanction.

(c) A Hearing Panel shall be dissolved automatically when it has decided the matter 

for which it was appointed and has notified the respondent and the Chief Compliance Officer in 

writing of its decision.

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(d) Unless a timely notice of appeal is filed pursuant to Rule 715, the order of the 

Hearing Panel will become final upon the expiration of twenty (20) days after the order is served 

on the respondent and the Market Regulation Department.

Rule 714. Sanctions

(a) In the event that a respondent is found in accordance with this Chapter 7 to have 

violated or to have attempted to violate a Rule or if sanctions are imposed pursuant to an 

accepted settlement offer, the Hearing Panel shall impose such sanctions as it deems appropriate, 

commensurate with the violations committed and sufficient to deter recidivism or similar 

violations by other Persons subject to the Company’s jurisdiction. Any such sanctions shall take 

into account the respondent’s disciplinary history (if any) and, in the event of demonstrated 

customer harm, shall include full customer restitution, except where the amount of restitution or 

to whom such restitution should be provided cannot be reasonably determined.

(b) The Company may impose one or more of the following sanctions or remedies:

(1) a warning letter, provided that no more than one (1) warning letter may be 

issued to the same respondent found to have committed the same rule violation within a 

rolling twelve (12) month period;

(2) censure;

(3) limitation, restriction or qualification of Trading Privileges, ability to 

otherwise access the Trading System, and/or other activities, functions or operations;

(4) suspension, for a period not to exceed twelve (12) months, of Trading 

Privileges and/or ability to otherwise access the Trading System;

(5) termination of Trading Privileges and/or ability to otherwise access the 

Trading System;

(6) expulsion;

(7) a fine;

(8) restitution or disgorgement; or

(9) any other sanction or remedy deemed to be appropriate.

(c) The Company may impose a fine of up to $100,000 for each violation of a Rule. 

A Participant will be responsible for paying any fine or other amount imposed on, but not paid 

by, any of its Authorized Traders or Authorized Users.

(d) A Hearing Panel may order a respondent to pay some or all of the costs associated 

with the Disciplinary Proceedings, including costs that the Hearing Panel believes were 

unnecessarily caused by the respondent. Costs may include costs associated with the inquiry or 

investigation, the prosecution by the Market Regulation Department or Regulatory Services 

63
Provider, legal and professional assistance, the conduct of the hearing, and administrative and 

other expenses incurred by the Hearing Panel.

Rule 715. Appeal from Hearing Panel Decisions and Summary Actions (Other than 

Summary Impositions of Fines)

(a) In the event that a respondent is found, pursuant to Rule 713, to have violated or 

to have attempted to violate a Rule:

(1) such respondent may appeal the decision within twenty (20) days of 

receiving the order of the Hearing Panel by filing a written notice of appeal with the 

Chief Compliance Officer; 

(2) the Market Regulation Department may appeal all or any part of a decision 

of the Hearing Panel, including any sanctions that may or may not have been imposed by 

the Hearing Panel, within twenty (20) days of receiving the order of the Hearing Panel by 

filing a notice of appeal with the Chief Compliance Officer; and/or

(3) the Appeal Panel may, on its own initiative, order a review of any aspect 

of a decision by the Hearing Panel within twenty (20) days of the order of the Hearing 

Panel by filing a notice of appeal with the Chief Compliance Officer. 

(b) While an appeal is pending, the effect of the order of the Hearing Panel (including 

any sanctions, remedies or costs imposed thereby) shall be suspended, except with respect to any 

denial or limit on Trading Privileges or ability to otherwise access the Company’s Trading 

System

(c) The notice of appeal must state in writing the grounds for appeal, including the 

findings of fact, conclusions or sanctions to which the respondent objects. A respondent may 

appeal the order of the Hearing Panel on the grounds that:

(1) the order was arbitrary, capricious, an abuse of discretion or not in 

accordance with the Rules; or

(2) the order exceeded the authority or jurisdiction of the Hearing Panel, the 

Chief Compliance Officer or the Company.

(d) The Company will forward copies of any notice of appeal received by it to all 

parties to the hearing before the Hearing Panel except the appellant. On or before the twentieth 

(20th) day after filing a notice of appeal, the appellant must file with the Chief Compliance 

Officer and serve on all other parties a brief supporting the notice of appeal and documents 

supporting the brief. On or before the twentieth (20th) day after the date on which the appellant 

serves supporting brief, the appellee must file and serve its brief in opposition with the Market 

Regulation Department. On or before the tenth (10th) day after the date on which the appellee 

serves its brief in opposition, the appellant must file and serve a brief in reply with the Market 

Regulation Department.

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(e) In connection with any appeal, the Company will furnish to the Chief Compliance 

Officer and to the respondent/appellant a transcript of the hearing, any exhibits introduced at the 

hearing, the notice of appeal and briefs filed to support and oppose the appeal.

(f) An Appeal Panel shall be composed of three (3) individuals that have been 

appointed by the Chief Compliance Officer. To the greatest extent practicable, the members 

shall be from diverse industry participant groups so that no group or class of industry participants 

dominates or exercises a disproportionate influence on the Appeal Panel. No individual shall be 

selected to serve on the Appeal Panel for any Disciplinary Proceeding if such individual has 

served on the Hearing Panel for such Disciplinary Proceeding.

(g) If an individual selected is an Interested Person or if a member of the Appeal 

Panel later becomes an Interested Person, a replacement for such individual shall be selected by 

the Chief Compliance Officer. Except as may be otherwise provided in the Rules, the Board 

may at any time remove any member of an Appeal Panel for cause.

(h) All information, records, materials and documents provided to the Appeal Panel 

and all deliberations, testimony, information, records, materials and documents related thereto 

shall be treated as non-public and confidential and shall not be disclosed, except as necessary to 

further a Company investigation or as otherwise required by law. No individual shall serve on 

an Appeal Panel unless that individual has agreed in writing that he or she will not publish, 

divulge, or make known in any manner facts or information regarding the business of any Person 

or other information which may come to his attention in his official capacity as a member of the 

Appeal Panel, except when reporting to the Board or to a Committee concerned with such 

information or to the Market Regulation Department, when requested by the CFTC or other 

Government Agency, or when compelled to testify in any judicial or administrative proceeding. 

(i) Within ten (10) days of being notified of the appointment of the Appeal Panel, 

either party may seek to disqualify any individual named to the Appeal Panel for the reasons 

identified in Rule 206 by serving written notice on the Chief Compliance Officer. By not timely 

filing a request for disqualification, the parties will be deemed to have waived any objection to 

the composition of an Appeal Panel. The Chair of the Regulatory Oversight Committee will

decide the merits of any request for disqualification within his or her sole discretion. Any such 

decision shall be final and not subject to appeal.

(j) The Appeal Panel may hold a hearing to allow parties to present oral arguments. 

Any hearing will be conducted privately and confidentially. Notwithstanding the confidentiality 

of hearings, the Appeal Panel may appoint an expert to attend any hearing and assist in the 

deliberations if such individuals agree to be subject to appropriate confidentiality agreements. In 

determining procedural and evidentiary matters, the Appeal Panel will not be bound by 

evidentiary or procedural rules or law.

(k) Except for procedural and evidentiary matters decided by the Appeal Panel 

pursuant to paragraph (j), unless such appellant otherwise consents, the entire Appeal Panel must 

be present in person during the entire appeal hearing and must be present, in person or by 

telephone, during any related deliberations.

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(l) The Appeal Panel will only consider on appeal the record before the Hearing 

Panel, the notice of appeal, the briefs filed in support and opposition of the appeal, and any oral 

arguments of the parties. The Appeal Panel may only consider new evidence when the Appeals 

Panel determines that good cause exists as to why the evidence was not introduced during the 

Disciplinary Proceeding.

(m) After completing its review, the Appeal Panel may affirm, modify or reverse any 

order of the Hearing Panel 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, remanding the matter to the same or a different Hearing Panel for further 

Disciplinary Proceedings, or ordering a new hearing.

(n) As promptly as reasonably possible following its review, the Appeal Panel will 

issue a written decision based on the weight of the evidence before the Appeal Panel. The 

decision of the Appeal Panel shall meet the same informational requirements as set forth in Rule

713(b).

(o) The Appeal Panel’s written order will be the final action of the Company and will 

not be subject to appeal within the Company. 

Rule 716. Summary Imposition of Fines

(a) The Chief Compliance Officer may summarily fine a Participant, Authorized 

Trader or Authorized User for failing to make timely and accurate submissions to the Company 

of notices, reports or other information required by the Rules or to keep books and records 

required by the Rules.

(b) The Market Regulation Department, acting on behalf of the Chief Compliance 

Officer, will give notice of any fine imposed pursuant to this Rule 716 to each Participant, 

Authorized Trader or Authorized User subject thereto. The notice will specify the violations of 

the Rules for which the fine is being imposed and the amount of the fine. The Participant, 

Authorized Trader or Authorized User, as the case may be, shall pay or cause the payment of the 

fine within twenty (20) days of the date of notice. 

(c) The Company shall establish, and from time to time revise, schedules of fines to 

be imposed pursuant to this Rule 716. Such schedules of fines shall provide for progressively 

larger fines for recurring violations, with the maximum fine not to exceed $5,000. Summary 

imposition of fines pursuant to this Rule 716 will not preclude the Company from bringing any 

other action against the Participant, Authorized Trader or Authorized User, as the case may be.

(d) Appeals of the summary imposition of fines imposed pursuant to this Rule 716

shall be heard by the Appeal Panel. The appellant shall be advised of its right to a prompt 

hearing before the Appeal Panel and its right to be represented, at its own cost, by legal counsel 

or any other representative at such hearing. The appellant may present evidence in support of its 

appeal. The Appeal Panel’s decision shall be final. The Appeal Panel shall not set aside, modify 

or amend the summary fines imposed unless the Appeal Panel determines by a majority vote that 

the decision to impose the fine was either: 

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(1) arbitrary, capricious, or an abuse of the Chief Compliance Officer’s 

discretion; or

(2) in excess of the Chief Compliance Officer’s authority or jurisdiction.

Rule 717. Summary Suspensions and Other Summary Actions

(a) Notwithstanding anything in the Rules to the contrary, the Chief Compliance 

Officer may, after consultation with the Regulatory Oversight Committee if practicable, 

summarily suspend, revoke, limit, condition, restrict or qualify a Participant’s Trading Privileges 

and/or a Participant’s or any other Person’s ability to otherwise access the Trading System, and 

may take other summary action against any Person subject to the Company’s jurisdiction in 

accordance with the Rules (including any imposition of a fine under Rule 716) if the Chief 

Compliance Officer reasonably believes that immediate action is necessary to protect the best 

interests of the public or the Company.

(b) Where practicable, the Company shall provide prior written notice to the party 

against whom action in accordance with paragraph (a) is to be taken. If prior notice is not 

practicable, the Company will give notice at the earliest possible opportunity. Any such notice 

shall describe the action taken or to be taken by the Company, the reasons therefor, the effective 

date, time and duration thereof, and advise the recipient of the notice of its right to a prompt 

hearing before a Hearing Panel and its right to be represented by legal counsel or other 

representative at such hearing. A request by a Participant or other person for such a hearing shall 

not delay the effectiveness of the summary action.

(c) At the request of the Company, a respondent against whom a summary action is 

brought pursuant to this Rule 717 shall provide books and records over which the respondent has 

access or control and shall furnish information to, or appear or testify before, the Market 

Regulation Department and a Disciplinary Panel in connection with the enforcement of any Rule.

(d) If a hearing is requested pursuant to paragraph (b), the Hearing Panel will 

promptly convene a hearing to be conducted in accordance with Rule 712.

(e) As promptly as reasonably possible after the hearing, the Hearing Panel will issue 

to the respondent a written order based on the weight of the evidence affirming, modifying, or 

reversing the summary action. The order will include a description of the summary action taken, 

a summary of the evidence introduced at the hearing, a statement of findings of fact and 

conclusions, a description of any action taken or to be taken by the Company, and the effective 

date, time and duration thereof. 

Rule 718. Rights and Responsibilities After Suspension or Termination

(a) With respect to any Person whose Trading Privileges and/or ability to otherwise 

access the Trading System (whether directly or indirectly) have been suspended, none of its 

rights (including the right to hold oneself out to the public as a Participant, Authorized Trader or 

Authorized User, enter Orders and Indications of Interest into the Trading System and originate

or respond to Requests for Quotes) will apply during the period of the suspension, except for the 

right of such Person to assert a claim as provided in Chapter 8. Any suspension of any Person’s 

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Trading Privileges and/or ability to otherwise access the Trading System will not relieve such 

Person of its, his or her obligations under the Rules to perform any obligation incurred prior to 

the suspension, or for any Company fees, costs, or charges incurred during the suspension. The 

Company may discipline a suspended Person under this Chapter 7 for any violation of a Rule

committed by such Person before, during or after the suspension.

(b) When a Person’s Trading Privileges and/or ability to otherwise access the Trading 

System are terminated, all of its, his or her related rights will terminate, except for the right of 

such Person to assert a claim as provided in Chapter 8.

(c) A Person whose Trading Privilege and/or ability to otherwise access the Trading 

System is suspended or terminated 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 Disciplinary Proceeding or appeal of Disciplinary Proceedings as if the suspended or 

terminated Participant, Authorized Trader or Authorized User still had Trading Privileges or 

ability to otherwise access the Trading System.

Rule 719. Notice of Disciplinary Proceedings

The Company will provide written notice of final decisions in Disciplinary Proceedings 

to the parties to the Disciplinary Proceeding consistent with applicable CFTC Regulations and 

the Rules. Whenever the Company suspends, expels, fines or otherwise disciplines or denies any 

Person access to the Trading System, the Company will make any public disclosures required by 

CFTC Regulations. 

Rule 720. Regulatory Services Provider

(a) Any of the functions of the Company under Chapter 4 and Chapter 5 or this 

Chapter 7 may be performed by a Regulatory Service Provider pursuant to a delegation of such 

functions by the Company to such Regulatory Services Provider, and references to the Market 

Regulation Department shall in such circumstances be deemed to be references to such 

Regulatory Service Provider. The Company may provide information regarding any Person that 

is subject to the Company’s jurisdiction to the Regulatory Services Provider in connection with 

the performance by the Regulatory Services Provider of those functions. A failure to comply 

with a request or direction from the Regulatory Services Provider shall be deemed to be a failure 

to comply with a request or direction from the Market Regulation Department.

(b) The Company shall retain exclusive authority over all substantive decisions made 

by the Regulatory Service Provider (including decisions involving the cancellation of trades, the 

issuance of disciplinary charges, suspensions or terminations of Trading Privileges and/or ability 

to otherwise access the Trading System) and will document instances where its actions differ in 

any material respect from those recommended by the Regulatory Service Provider.

(c) The Company shall retain ultimate decision-making authority with respect to any 

functions that are performed by a Regulatory Services Provider, including the reasons for the 

course of action recommended by the Regulatory Services Provider and the reasons why the 

Company chose a different course of action.

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CHAPTER 8. ARBITRATION RULES

Rule 801. General

(a) Any Person subject to the Company’s jurisdiction shall arbitrate through NFA’s

arbitration program all disputes, controversies or claims between or among themselves that relate 

to or arise out of any Contract or otherwise arise out of one or more transactions made or alleged 

to have been made on the Trading System or subject to the Rules and that are based upon facts 

and circumstances that occurred at a time when the parties were subject to the Company’s 

jurisdiction.

(b) Notwithstanding the foregoing, this Chapter 8 does not apply to disputes between 

any Persons subject to the Company’s jurisdiction that: (i) such Persons are required by the rules

of a Self-Regulatory Organization to submit to the dispute resolution procedures of that SelfRegulatory Organization; or (ii) that such Persons have, by valid and binding agreement, 

committed to negotiate or litigate in a forum other than NFA.

(c) Notwithstanding the foregoing, this Chapter 8 does not require arbitration of 

claims alleging employment discrimination (including sexual harassment) in violation of 

Applicable Law.

Rule 802. Forum and Arbitration Rules

NFA will conduct arbitrations described in this Chapter 8 pursuant to NFA’s Member 

Arbitration Rules, as if each party to such arbitration was an “NFA Member,” and references in 

the Member Arbitration Rules to an “Associate” of an “NFA Member” shall mean and include 

an Authorized User.

Rule 803. Initiating an Arbitration Claim

(a) Any Person subject to the Company’s jurisdiction may initiate an arbitration 

claim by submitting the required documents and fees to the NFA.

(b) Any Person submitting an arbitration claim shall provide written notice of such 

claim to the Company.

Rule 804. Claims Relating to Trade Cancellations or Price Adjustments

All claims relating to trade cancellations or price adjustments pursuant to Rule 526 shall 

be arbitrated in accordance with this Chapter 8.

Rule 805. Penalties

(a) Any failure by any Person subject to the Company’s jurisdiction to arbitrate a 

dispute subject to this Chapter 8, or the commencement by such a Person of a suit in any court 

prior to arbitrating a case subject to this Chapter 8, shall constitute a violation of these Rules and 

shall subject such Person to Disciplinary Proceedings pursuant to Chapter 7. Any Person subject 

to the Company’s jurisdiction that does not arbitrate a dispute through the NFA’s arbitration 

69
program as provided in Rule 801(b) or Rule 801(c) shall not be deemed to have violated these 

Rules.

(b) The Company may summarily suspend, pursuant to Rule 717, any Person subject 

to the Company’s jurisdiction that fails to timely satisfy an arbitration award rendered in any 

arbitration conducted pursuant to this Chapter 8.

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CHAPTER 9. MISCELLANEOUS

Rule 901. Contract Specifications

(a) Notwithstanding any provision of these Rules, the Contract Specification with 

respect to a particular Contract shall govern the applicability of the Rules to trading in such 

Contract and, in the event of any conflict between the Rules and the Contract Specification with 

respect to trading in such Contract, the Contract Specification shall govern. 

(b) The Contract Specification for each individual Contract may specify: (i) whether 

such Contract may be settled via cash settlement, physical delivery of the underlying commodity, 

or by any other means, as applicable; (ii) the method for determining settlement prices; and (iii) 

such other terms as are determined by the Company to be relevant. 

(c) The Contract Specifications for each Contract are set forth in Chapter 11 to these 

Rules and are published by the Company on its website. 

Rule 902. Legal Certainty

A transaction entered into on the Trading System or pursuant to the Rules and Company 

Requirements shall not be void, voidable, subject to rescission or otherwise invalidated or 

rendered unenforceable as a result of either: (1) any violation by the Company of any of the

provisions of section 5h of the CEA or Part 37 of the CFTC Regulations; (2) 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 (3) any other proceeding the effect of 

which is to: (i) alter or supplement a specific term or condition or trading rule or procedure, (ii) 

require a swap execution facility to adopt a specific term or condition, trading rule or procedure, 

or to take or refrain from taking any specific action.

Rule 903. Trading by Company Officials Prohibited; Misuse of Material, Non-Public 

Information

(a) No Company Official may trade, directly or indirectly any Contract or any 

commodity interest related thereto.

(b) No member of the Board, member of any Committee, Disciplinary Panel Member 

or Appeal Panel Member (each, a “Covered Person”) and no Company Official may trade, 

directly or indirectly any Contract, any swap traded on another swap execution facility or other 

market, or any commodity interest related thereto where such Covered Person or Company 

Official has access to material non-public information concerning such Contract or commodity 

interest that was obtained as a result of the individual’s duties and responsibilities as a Covered 

Person or Company Official, as applicable. Participation by a Company Official in a retirement 

plan sponsored by the Company shall not be deemed to constitute trading directly or indirectly in 

a Contract or commodity interest, notwithstanding such plan’s trading of swaps or commodity 

interests. 

(c) The Chief Compliance Officer (or, in the case of the Chief Compliance Officer, 

the Board) may grant exemptions from the provisions of paragraph (a) to Company Officials on 

71
a case-by-case basis under circumstances that are not contrary to the purposes of this Rule and 

CFTC Regulation 1.59. Such circumstances may include, but are not necessarily limited to:

(1) 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;

(2) service by such Company Official as an executor or administrator of an 

estate;

(3) 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 Contracts or other commodity interests; and

(4) such other circumstances as the Chief Compliance Officer (or, in the case 

of the Chief Compliance Officer, the Board) may determine.

(d) Any Company Official that has received an exemption under paragraph (c) must:

(1) 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

(2) 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.

(e) Covered Persons and Company Officials are prohibited from using or disclosing

for any purpose other than the performance of their official duties and responsibilities material 

non-public information obtained as a result of their employment, agency relationship or

engagement with the Company where the Covered Person or Company Official expected or 

should have reasonably expected that the information disclosed may assist a Person in trading 

any Contract, any swap traded on another swap execution facility or other market, or any 

commodity interest related thereto. Notwithstanding the foregoing, Covered Persons and

Company Officials may disclose material, non-public information if required by law or a court 

order.

(f) Terms used in this Rule 903 and not otherwise defined in the Rules shall have the 

meaning set forth in CFTC Regulations 1.3 and 1.59.

Rule 904. Proprietary Information; Use of Market Data

(a) By accessing or otherwise using the Trading System, each Participant, Authorized 

Trader, Authorized User, ISV, Customer or other Person subject to the Company’s jurisdiction

hereby acknowledges and agrees that the Company owns and shall retain all right, title and 

interest in and to the Trading System, all components thereof, including all related applications, 

all application programming interfaces, user interface designs, software and source code and any 

and all intellectual property rights therein, including all registered or unregistered, as applicable 

72
(i) copyright, (ii) trade mark, (iii) service mark, (iv) trade secret, (v) trade name, (vi) data or 

database rights, (vii) design rights, (viii) moral rights, (ix) inventions, whether or not capable or 

protection by patent or registration, (x) rights in commercial information or technical 

information, including know-how, research and development data and manufacturing methods, 

(xi) patent, and (xii) other intellectual property and ownership rights, including applications for 

the grant of any of the same, in or to the Trading System and all other related proprietary rights 

of the Company and/or any of its affiliates (together, with any and all enhancements, corrections, 

bug fixes, updates and other modifications to any of the foregoing and any and all data or 

information of any kind transmitted by means of any of the foregoing, including the Market 

Data, “Proprietary Information”). Each Participant, Authorized Trader, Authorized User, ISV, 

Customer and other Person subject to the Company’s jurisdiction further acknowledges and 

agrees that the Proprietary Information is the exclusive, valuable and confidential property of the 

Company. Each Participant, Authorized Trader, Authorized User, ISV, Customer and other 

Person subject to the Company’s jurisdiction acknowledges and agrees that it shall not and shall 

not permit other Persons affiliated it 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 System or the Proprietary Information. Each Participant, 

Authorized Trader, Authorized User, ISV, Customer and other Person subject to the Company’s 

jurisdiction further agrees to keep, and to cause each of its employees and agents to keep, 

Proprietary Information confidential and not to transfer, lease, loan, sell or distribute, directly or 

indirectly, all or any portion of the Trading System or any Proprietary Information except as may 

be expressly permitted in writing by the Company.

(b) Each Participant and each Authorized Trader retains such rights as it may enjoy 

under Applicable Law with respect to Market Data solely in the form such Market Data was 

submitted to the Trading System by such Participant or Authorized Trader or their respective 

Authorized Users. Subject to the foregoing, the Company shall own all rights, title and interest, 

database rights and trade secret rights in and to all Market Data. Participants and Authorized 

Traders shall not, and shall cause their Customers not to, distribute, sell or retransmit Market 

Data or other information obtained via the Trading System, provided that any such restrictions 

shall not apply to Participant’s own data (and the data of its Authorized Traders and Customers). 

The Company may make Market Data and other information it may deem appropriate available 

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

System, a ticker, financial information services or otherwise) as it may consider necessary or 

advisable from time to time; provided that, except as may otherwise be permitted by any written 

agreement between the Company and a Participant or Authorized Trader and, in the case of the 

following clause (ii), as may otherwise be permitted by Rule 905, the Company shall not (i) use 

Market Data to compete directly with, as applicable, the Participant, Authorized Trader or the 

Customer (but only if Market Data submitted to the Trading System identifies such Customer), 

or (ii) attribute Market Data to a Participant, Authorized Trader or Customer. Each Participant 

or other Person receiving any such information through the Trading System operated by the 

Company may redistribute such information only to such extent and in such manner as may be 

permitted by the Company from time to time.

(c) Notwithstanding any other provision of this Rule 904, each Person subject to the 

jurisdiction of the Company hereby grants the Company a non-exclusive, perpetual, freely 

transferable, world-wide and royalty-free license to use, distribute, sub-license and disclose 

73
Market Data in any manner, media and jurisdiction as may be necessary for the operation of the 

Trading System or as may be required by CFTC Regulations.

(d) The Company shall not use for business or marketing purposes any proprietary 

data or personal information it collects or receives, from or on behalf of any Person, for the 

purpose of fulfilling its regulatory obligations; provided, however, that the Company may use 

such data or information for business or marketing purposes if the Person from whom it collects 

or receives such data or information clearly consents in writing to the Company’s use of such 

data or information in such manner. The Company shall not condition access to its market(s) or 

market services on a Person’s consent to the Company’s use of proprietary data or personal 

information for business or marketing purposes. 

(e) Each Person subject to the jurisdiction of the Company acknowledges and agrees 

that the Company may disclose and disseminate swap transaction and pricing data relating to

Contracts executed on the Trading System or reported to the Company in accordance with 

Chapter 6 (in a manner designed to prevent attribution to or identification of such data with the 

applicable Participant, Authorized Trader or Customer) to other Persons with access to the 

Trading System simultaneous with or subsequent to the Company’s transmittal of such data to a 

Swap Data Repository.

(f) Each Participant and Authorized Trader represents and warrants that, to the extent 

it provides personal information to SwapEx the use and/or transfer of which is subject to 

regulation under the laws and/or regulations of the jurisdiction(s) from which such Participant or 

Authorized Trader or its Authorized Users, or if applicable, such Participant’s DMA Customers,

are accessing SwapEx (whether directly or indirectly), it has obtained any and all consents and 

disseminated any and all disclosures, in each case as required under such laws and regulations, in 

order to provide SwapEx with such information.

Rule 905. Confidentiality

Except as provided in Rule 904, all non-public information provided to the Company by 

a Participant, Authorized Trader or Authorized User shall be held in confidence and shall not be 

made known to any other Person except as follows:

(a) with the consent of the Participant, Authorized Trader or Authorized User 

providing such information;

(b) to a Government Agency or the regulatory authority of any foreign jurisdiction, if 

the Company is requested or legally required to do so by such Government Agency or regulatory 

authority;

(c) pursuant to legal process;

(d) to a Derivatives Clearing Organization of which such Participant is a member or 

in connection with the clearing of a Contract;

(e) to a Swap Data Repository or other registered entity (as such term is defined in 

CFTC Regulations);

74
(f) subject to appropriate confidentiality requirements, to any Person providing 

services to the Company, including the Regulatory Services Provider;

(g) with respect to Market Data, in accordance with Rule 904(c);

(h) pursuant to an information-sharing agreement or other arrangement or procedures 

in accordance with Rule 907; and

(i) subject to appropriate confidentiality requirements, 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 

(j) as otherwise permitted under the Rules.

Rule 906. Recording of Communications

The Company and/or the Regulatory Services Provider may record conversations and 

retain copies of electronic communications between Company Officials and Participants, 

Authorized Traders, Authorized Users and Clearing Firms. Any such recordings may be retained 

by the Company and/or the Regulatory Services Provider in such manner and for such periods of 

time as the Company may deem necessary or appropriate, including as may be required by 

Applicable Law, but the Company assumes no obligation to Participants, Authorized Traders, 

Authorized Users or Clearing Firms to retain any such recordings. The Company and/or the 

Regulatory Services Provider may disclose such recordings as required by Applicable Law or 

regulation or upon the request of any Government Agency. This Rule 906 shall be deemed to 

constitute the consent of each Participant, Authorized Trader, Authorized User and Clearing 

Firm to such recording and a waiver of any tone or other notice requirement in the State or 

country of such Person’s residence, place of organization or place of business. 

Rule 907. Information-Sharing Agreements

(a) The Company may enter into information-sharing agreements or other 

arrangements or procedures to coordinate surveillance with other markets. As part of any such 

information-sharing agreements or other arrangements or procedures adopted pursuant to this 

Rule, the Company may:

(1) provide market surveillance reports to other markets;

(2) share information and documents concerning current and former 

Participants, Authorized Traders and Authorized Users with other markets;

(3) share information and documents concerning ongoing and completed 

Disciplinary Proceedings with other markets; and/or

(4) require Participants and Authorized Traders 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.

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(b) The Company may enter into any information-sharing agreement or arrangement 

with any Person or body (including the NFA, any Self-Regulatory Organization, any exchange, 

market, clearing organization, foreign regulatory authority, data repository or third-party 

reporting service) if the Company considers such information-sharing agreement or arrangement 

to be in furtherance of the Company’s purpose or duties under the Rules or any law or regulation

applicable to the Company’s operation of swap execution facility. The Company will carry out 

such international information-sharing agreements as may be required by the CFTC. 

(c) The Company will not disclose any non-public information of any Participant, 

Authorized Trader, Authorized User or Customer pursuant to any information-sharing agreement 

or arrangement entered into in accordance with Rule 907(a) and (b) without a corresponding 

confidentiality agreement, unless the Person requesting the information is a Government Agency 

or the regulatory authority of any foreign jurisdiction or such disclosure is otherwise required by 

Applicable Law.

Rule 908. Force Majeure 

Notwithstanding any other provision of the Rules, any delay in or failure by the Company 

to perform its obligations under the Rules or any agreement with a Participant (including exhibits 

and schedules thereto) will not be considered a breach and will be excused to the extent that such

delay or failure is caused by any event beyond the reasonable control of the Company, including, 

without limitation, acts of God, acts of civil or military authorities, strikes or other labor 

disputes, fire or other natural disasters, interruption in telecommunications or internet or network 

provider services, acts or omission of a third party hardware or software supplier or a third party 

communications provider, power outages and governmental restrictions.

Rule 909. 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 the CEA or CFTC Regulations.

Rule 910. Effect of Amendment, Repeal or New Rule

(a) The Company may, in compliance with the CEA and CFTC Regulations, amend 

or repeal any Rule and/or adopt new Rules. The Company shall, in accordance with Rule 308 

and to the extent required by CFTC Regulations, provide Participants with notice of any 

amendment or repeal of any Rule or adoption of any new Rule prior to such amendment, repeal 

or adoption becoming effective. 

(b) Except as provided in Rule 910(c), any such amendment or repeal of a Rule or 

adoption of a new Rule, shall, as of the effective date of such amendment, repeal or adoption, as 

applicable, be binding on all Persons subject to the jurisdiction of the Company and all 

Contracts.

(c) If an amendment or repeal of a Rule or adoption of a new Rule materially changes 

the terms or conditions of a Contract or affects the value of open Contracts, then the amendment 

or repeal of a Rule or adoption of a new Rule will be binding only on Contracts entered into on 

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or after the effective date of such amendment, repeal or adoption, unless otherwise specifically 

approved by the Board or required by the CFTC.

Rule 911. Signatures

Rather than rely on an original signature, the Company may elect to rely on a signature 

that is transmitted, recorded or stored by any electronic, optical, or similar means (including 

telecopy, imaging, photocopying, electronic mail, electronic data interchange, telegram or telex) 

as if it were (and the signature shall be considered and have the same effect as) a valid and 

binding original. 

Rule 912. Governing Law; Legal Proceedings

(a) The Rules, and the rights and obligations of the Company, Participants, 

Authorized Traders and Authorized Users 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) Subject to Rule 527, 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 with in one (1) 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 

Borough of Manhattan in the City of New York. Each Participant and Authorized Trader 

expressly consents, for itself and its Authorized Users, 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.

Rule 913. Emergencies

(a) During an Emergency, the Board may implement temporary emergency 

procedures and rules (“Emergency Rules”), subject to applicable provisions of the CEA and 

CFTC Regulations (including Core Principle 8 and Part 40). If the Chief Executive Officer (or, 

in the event that the Chief Executive Officer is unavailable, the Chairman) 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 Chairman) 

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. 

The Company may take such other action as may be directed by the CFTC in response to an 

Emergency.

(b) Emergency Rules may require or authorize the Company, the Board, any 

Committee, the Chief Executive Officer (or, if the Chief Executive Officer is unavailable, the 

Chairman) or any other Officer to take actions necessary or appropriate to respond to the 

Emergency, including:

(1) suspending or curtailing trading or limiting trading to liquidation only (in 

whole or in part);

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(2) extending, limiting or changing expiration dates or Trading Hours for one 

or more Contracts;

(3) in coordination with applicable Derivatives Clearing Organizations, 

ordering the liquidation or transfer of Contracts or the reduction of positions;

(4) ordering the fixing of a settlement price (which, for Cleared Contracts 

shall be done in coordination with applicable Derivatives Clearing Organizations);

(5) temporarily modifying or suspending any provision of the Rules;

(6) in coordination with applicable Derivatives Clearing Organizations, 

requiring additional Margin to be collected from Customers;

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

restrictions;

(8) in coordination with applicable Derivatives Clearing Organizations, 

transferring Customer contracts and related Margin and/or altering any Contract’s 

settlement terms or conditions; and/or

(9) providing for the carrying out of any actions under this Rule 913(b) by the 

Regulatory Services Provider.

(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 twenty-four (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.

(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 shall 

document the decisions and deliberations related to such action. Such documentation will be 

maintained for at least five (5) years following the date on which the Emergency ceases to exist 

or to affect the Company, and all such documentation will be provided to the CFTC upon 

request.

Rule 914. Indemnification

The Company will indemnify, defend and hold harmless each Participant from and 

against Direct Losses to the extent arising out of any claim, action or allegation brought against 

such Participant under the laws of the United States of America by any third party that the use of 

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the Trading System by such Participant violates the copyright, patent or other intellectual 

property rights of such third party, provided, however, that such Participant (a) gives prompt 

written notice to the Company of any such claims, actions or allegations against it, (b) allows the 

Company to take control of the defense and settlement thereof at the sole expense of the 

Company and (c) does not agree to any settlement without the prior written consent of the

Company. The obligation of the Company to provide the foregoing indemnity will not apply to 

the extent that (i) any software or hardware supplied to such Participant in respect of the Trading 

System is modified by persons or entities other than the Company and the alleged violation 

relates, directly or indirectly, to such modification, (ii) any such software or hardware is 

combined with other products, processes or materials not supplied or recommended in writing by 

the Company and such alleged violation would not have arisen but for such combination, (iii) 

any such software or hardware is modified by the Company in compliance with the directions of 

such Participant and the alleged violation relates to such modification, (iv) such Participant 

continues to use such software or hardware after the Company has made available a noninfringing alternative to such Participant or (v) the Direct Losses arise as a result of the fraud or 

willful misconduct of such Participant or any of its Authorized Traders or any of its Authorized 

Users or a breach of the terms of the Participant Agreement or the Rules by such Participant, any 

of its Authorized Traders or its Authorized Users. 

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CHAPTER 10. CLEARING

Rule 1001. Clearing Firm Requirements

Except as otherwise provided in Rule 1005, a Clearing Firm that seeks to effect 

transactions on the Trading System for its own account or the account of any other Person must 

be a Participant.

Rule 1002. Submission of Contracts to Derivatives Clearing Organization

Contracts executed on or through the Trading System that are required to be cleared 

under Section 2(h) of the CEA or that are eligible for clearing at a Derivatives Clearing 

Organization and that are intended by the counterparties to such Contract to be submitted to a 

Derivatives Clearing Organization for clearing contemporaneously with execution on the 

Trading System (“Cleared Contracts”) shall be submitted for clearing through a Derivatives 

Clearing Organization. The Company shall submit Cleared Contracts entered into on or pursuant 

to the Rules to a Derivatives Clearing Organization on behalf of the parties to such Cleared 

Contracts.

Rule 1003. Clearing Firm Representation

Each Participant that is not a Clearing Firm must ensure and, upon request from the 

Company, provide evidence satisfactory to the Company that a Clearing Firm has, subject to 

such Clearing Firm’s credit limits and/or risk controls, guaranteed to the relevant Derivatives 

Clearing Organization the transactions in Cleared Contracts executed for the account(s) of the 

Participant, its Authorized Trader(s) and/or its or their Customer(s), as applicable. 

Rule 1004. Responsibility of Participants and Authorized Traders

Participants and Authorized Traders must, if requested, assist their respective Clearing 

Firms and the relevant Derivatives Clearing Organization in the clearing of its transactions in 

Cleared Contracts.

Rule 1005. Rules of the Derivatives Clearing Organization

The clearing services provided by the Derivatives Clearing Organization with respect to 

any Contract, and the rights and obligations of purchasers and sellers under Cleared Contracts

(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.

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CHAPTER 11. CONTRACT SPECIFICATIONS

Rule 1101. Non-Deliverable Foreign Exchange Forwards (USD Settlement Currency) 

(Uncleared)

Contract Structure Notional amounts down to single currency units traded 

against deliverable counter currencies for a custom or 

standard maturity using a default or custom fixing date.

Trading Hours From 5:00 p.m. ET on Sunday to 5:00 p.m. ET on 

Friday. At 5:00 p.m. ET each day, the Company rolls 

the trade date to the next Business Day.

Reference Currency (i.e., Non-deliverable 

currency)

ARS – Argentine Peso

BRL – Brazilian Real

CLP – Chilean Peso

CNY – Chinese Renminbi

COP – Colombian Peso

IDR – Indonesian Rupiah

INR – Indian Rupee

KRW – South Korean Won

MYR – Malaysian Ringgit

PEN – Peruvian Nuevo Sol

PHP – Philippine Peso

RUB – Russian Ruble

TWD – Taiwan Dollar

Settlement Currency USD

Underlying Swap Tenor The duration of time from the Effective Date to the 

Fixing Date. Subject to specific end date defined by 

user or the Company

Forward Rate Currency exchange rate expressed as the amount of 

Reference Currency per unit of Settlement Currency. 

Rate negotiated at the time of execution

Contract Size Minimum Contract size is $1.

Effective Date The date on which the parties enter into the Contract.

Maturity / Valuation Date The date specified in the Contract when the trade will 

be cash settled; it needs to be later than Effective Date.

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Fixing Dates The date at which the difference between the prevailing 

market exchange rate and the agreed upon exchange 

rate is calculated.

The Fixing Date is defined by the counterparties at the 

time of entering into the Contract; it needs to be earlier 

than Maturity / Valuation Date.

Last Trading Day for Defined (Fixed) 

Tenors

The last day on which the Contract can be traded is the 

New York business day preceding the Maturity Date

Settlement Procedure Bilateral settlement performed in settlement currency

Quoting Convention A currency pair is the quotation of the relative value of 

a currency unit against the unit of another currency in 

the foreign exchange market. The Company follows 

market convention with regards to quoting, but allows 

users the flexibility with regards to whether the quantity 

traded is expressed in base or terms notional. Foreign 

exchange non-deliverable forwards can be quoted up to 

6 decimal places.

In addition to the above, for a Non-Deliverable Foreign Exchange Forward (USD Settlement 

Currency) (Uncleared) Contract, all of the template terms of the Relevant EMTA Template in the 

currency pair that is the subject of such Contract shall apply to such Contract. For the avoidance of 

doubt, if the Relevant EMTA template becomes effective after the Effective Date of a Contract, such 

Relevant EMTA Template shall not apply to or amend the terms of such Contract.

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Rule 1102. Cross-Rate Non-Deliverable Foreign Exchange Forwards (Uncleared)

Contract Structure Notional amounts down to single currency units traded 

against counter currencies for a custom or standard 

maturity using a standard or custom fixing date.

Trading Hours From 5:00 p.m. ET on Sunday to 5:00 p.m. ET on 

Friday. At 5:00 p.m. ET each day, the Company rolls 

the trade date to the next Business Day.

Reference Currency (i.e., Non-deliverable 

currency)

ARS – Argentine Peso

BRL – Brazilian Real

CLP – Chilean Peso

CNY – Chinese Renminbi

COP – Colombian Peso

IDR – Indonesian Rupiah

INR – Indian Rupee

KRW – South Korean Won

MYR – Malaysian Ringgit

PEN – Peruvian Nuevo Sol

PHP – Philippine Peso

RUB – Russian Ruble

TWD – Taiwan Dollar

Settlement Currency AUD – Australian Dollar

CAD – Canadian Dollar

EUR – Euro

GBP – British Pound

JPY – Japanese Yen

Underlying Swap Tenor The duration of time from the Effective Date to the 

Fixing Date. Subject to specific end date defined by 

user or the Company.

Forward Rate Currency exchange rate expressed as the amount of 

Reference Currency per unit of Settlement Currency. 

Rate negotiated at the time of execution.

Contract Size Minimum Contract size is 1 unit of settlement currency 

unit.

Effective Date The date on which the parties enter into the Contract.

Maturity / Valuation Date The date specified in the Contract when the trade will 

be cash settled; it needs to be greater than Effective 

Date.

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Fixing Dates The date at which the difference between the prevailing 

market exchange rate and the agreed upon exchange 

rate is calculated.

The Fixing Date is defined by the counterparties at the 

time of entering into the Contract; it needs to be earlier 

than Maturity / Valuation Date.

Last Trading Day for Defined (Fixed) 

Tenors

The last day on which the Contract can be traded is the 

New York business day preceding the Maturity Date

Settlement Procedure Bilateral settlement performed in settlement currency

Quoting Convention A currency pair is the quotation of the relative value of 

a currency unit against the unit of another currency in 

the foreign exchange market the Company follows 

market convention with regards to quoting, but allows 

users the flexibility with regards to whether the quantity 

traded is expressed in base or terms notional. Foreign 

exchange non-deliverable forwards can be quoted up to 

6 decimal places.

For the Cross-Rate Non-Deliverable Foreign Exchange Forwards (uncleared), the cash settlement 

price will be derived from a combination of (1) the Spot Rate identified in the relevant EMTA 

Template for a foreign exchange non-deliverable forward comprised of the applicable Reference 

Currency assuming USD as Settlement Currency (the “Non-Deliverable Component Pair”) and (2) 

the WM/Reuters 4pm Closing Spot Rate for the applicable Settlement Currency against USD. 

Therefore, in addition to the above, for a Cross-Rate Non-Deliverable Foreign Exchange Forward 

(Uncleared) Contract, all of the template terms of the Relevant EMTA Template in the currency pair 

that represents the Non-Deliverable Component Pair of a particular Contract shall apply to such 

Contract. For the avoidance of doubt, if the Relevant EMTA template becomes effective after the 

Effective Date of a Contract, such Relevant EMTA Template shall not apply to or amend the terms 

of such Contract.

The WM/Reuters benchmark Closing Spot Rates are produced by The World Markets Company plc 

(“The WM Company”), which is an affiliate of the Company. Generally, The WM Company uses 

data from independent third parties to calculate and validate its benchmark rates. Currenex, Inc., 

however, is an affiliate of the Company that offers a foreign exchange trading platform for the 

trading of instruments that are not regulated as swaps under the Commodity Exchange Act, as 

amended, and currently serves as a secondary source of data for validation purposes on three 

currency pairs: USD/CHF, EUR/USD and USD/JPY. 

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Rule 1103. Synthetic Non-Deliverable Foreign Exchange Forwards (Uncleared)

Contract Structure Notional amounts down to single currency units traded 

against counter currencies for a custom or standard 

maturity using a standard or custom fixing date.

Trading Hours From 5:00 p.m. ET on Sunday to 5:00 p.m. ET on 

Friday. At 5:00 p.m. ET each day, the Company rolls 

the trade date to the next Business Day.

Reference Currency (i.e., Non-deliverable 

currency)

AUD – Australian Dollar

CAD – Canadian Dollar

CHF – Swiss Franc

CZK – Czech Republic Koruna

DKK – Danish Krone

EUR - Euro

GBP – British Pound Sterling

HKD – Hong Kong Dollar

JPY – Japanese Yen

MXN – Mexican Peso

NOK – Norwegian Krone

NZD – New Zealand Dollar

SEK – Swedish Krona 

SGD – Singapore Dollar

THB – Thai Baht 

TRY – Turkish Lira 

ZAR – South African Rand

Settlement Currency

USD – US Dollar

Underlying Swap Tenor The duration of time from the Effective Date to the 

Fixing Date. Subject to specific end date defined by 

user or the Company.

Forward Rate Currency exchange rate expressed as the amount of 

Reference Currency per unit of Settlement Currency. 

Rate negotiated at the time of execution.

Contract Size Minimum Contract size is 1 unit of settlement currency 

unit.

Effective Date The date on which the parties enter into the Contract.

Maturity / Valuation Date The date specified in the Contract when the trade will 

be cash settled; it needs to be greater than Effective 

Date.

85
Fixing Dates The date at which the difference between the prevailing 

market exchange rate and the agreed upon exchange 

rate is calculated.

The Fixing Date is defined by the counterparties at the 

time of entering into the Contract; it needs to be earlier 

than Maturity / Valuation Date.

Fixing Source WM/Reuters 4pm Closing Spot Rate for the applicable 

Reference Currency against 

• USD for AUD, CAD, EUR, GBP, HKD, JPY, 

MXN, NZD, SGD, THB, TRY and ZAR

• USD derived from the EUR closing spot rate 

for CHF, CZK, DKK, NOK, SEK and the 

EURUSD closing spot rate

Last Trading Day for Defined (Fixed) 

Tenors

The last day on which the Contract can be traded is the 

New York business day preceding the Maturity Date

Settlement Procedure Bilateral settlement performed in settlement currency

Quoting Convention A currency pair is the quotation of the relative value of 

a currency unit against the unit of another currency in 

the foreign exchange market. The Company follows 

market convention with regards to quoting, but allows 

users the flexibility with regards to whether the quantity 

traded is expressed in base or terms notional. Foreign 

exchange non-deliverable forwards can be quoted up to 

6 decimal places.

The WM/Reuters benchmark Closing Spot Rates are produced by The World Markets Company plc 

(“The WM Company”), which is an affiliate of the Company. Generally, The WM Company uses 

data from independent third parties to calculate and validate its benchmark rates. Currenex, Inc., 

however, is an affiliate of the Company that offers a foreign exchange trading platform for the 

trading of instruments that are not regulated as swaps under the Commodity Exchange Act, as 

amended, and currently serves as a secondary source of data for validation purposes on three 

currency pairs: USD/CHF, EUR/USD and USD/JPY. 

86
Rule 1104. LCH Clearnet Limited Cleared Non-Deliverable Foreign Exchange

Forwards*

Contract Structure Notional amounts down to single currency units traded 

against deliverable counter currencies for a custom or 

standard maturity using a default or custom fixing date.

Trading Hours From 5:00 p.m. ET on Sunday to 5:00 p.m. ET on 

Friday. At 5:00 p.m. ET each day, the Company rolls 

the trade date to the next Business Day.

Reference Currency (i.e., Non-deliverable 

currency)

BRL – Brazilian Real

CLP – Chilean Peso

CNY – Chinese Renminbi

COP – Colombian Peso

IDR – Indonesian Rupiah

INR – Indian Rupee

KRW – South Korean Won

MYR – Malaysian Ringgit

PEN – Peruvian Nuevo Sol

PHP – Philippine Peso

RUB – Russian Ruble

TWD – Taiwan Dollar

Settlement Currency USD

Underlying Swap Tenor The duration of time from the Effective Date to the 

Fixing Date. Subject to specific end date defined by 

user within the requirements set by LCH Clearnet 

Limited.

Forward Rate Currency exchange rate expressed as the amount of 

Reference Currency per unit of Settlement Currency. 

Rate negotiated at the time of execution

Contract Size Minimum Contract size is $1.

Effective Date The date on which the parties enter into the Contract.

Maturity / Valuation Date The date specified in the Contract when the trade will 

be cash settled; it needs to be later than Effective Date 

within the requirements set by LCH Clearnet Limited.

87
Fixing Dates The date at which the difference between the prevailing 

market exchange rate and the agreed upon exchange 

rate is calculated.

The Fixing Date is defined by the counterparties at the 

time of entering into the Contract; it needs to be earlier 

than Maturity / Valuation Date.

Last Trading Day for Defined (Fixed) 

Tenors

The last day on which the Contract can be traded is the 

New York business day preceding the Maturity Date

Settlement Procedure Centrally cleared by LCH Clearnet Limited.

Quoting Convention A currency pair is the quotation of the relative value of 

a currency unit against the unit of another currency in 

the foreign exchange market. The Company follows 

market convention with regards to quoting, but allows 

users flexibility with regards to whether the quantity 

traded is expressed in base or terms notional. Foreign 

exchange non-deliverable forwards can be quoted up to 

6 decimal places.

Derivatives Clearing Organization LCH Clearnet Limited

*The terms and conditions of the swap also include the product eligibility criteria, as established 

by LCH Clearnet Limited in its rules or bylaws, which are incorporated by reference herein as 

terms and conditions of the swap.

88