Exhibit 4

SEF Application 

Exhibit M – Rules 

 
v. 1.19.2016 

ACTIVE 212217545v.1

Exhibit M 

Rules 

A copy of the Applicant's rules (as defined in §40.1 of the Commission's regulations) and any technical manuals, other guides, or 

instructions for users of, or participants in, the market, including minimum financial standards for members or market participants. 

Include rules citing applicable federal position limits and aggregation standards in part 151 of the Commission's regulations and any 

facility set position limit rules. Include rules on publication of daily trading information with regards to the requirements of part 16 of 

the Commission's regulations. The Applicant should include an explanation and any other form of documentation that the Applicant 

thinks will be helpful to its explanation, demonstrating how its rules, technical manuals, other guides, or instructions for users of, or 

participants in, the market, or minimum financial standards for members or market participants as provided in this Exhibit M help 

support the swap execution facility's compliance with the core principles. 

Attached is the version of the tpSEF Inc. Rulebook scheduled to become effective on January 27, 2016. tpSEF does not have any 

technical manuals, other guides or instructions for users of, or participants in, its market. 
tpSEF Inc. 

Rulebook 

Effective January 27, 2016 
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TABLE OF CONTENTS 

SECTION 1 DEFINITIONS ...................................................................................................................... 1

Rule 1000 Definitions .......................................................................................................................... 1

SECTION 2 SEF GOVERNANCE ......................................................................................................... 13

Rule 2000 The SEF ............................................................................................................................ 13

Rule 2100 Board ................................................................................................................................. 13

Rule 2200 Officers ............................................................................................................................. 14

Rule 2201 Chief Compliance Officer ................................................................................................. 14

Rule 2300 Qualification of Chief Compliance Officer ...................................................................... 15

Rule 2301 Qualifications of Directors, Panel Members, Committee Members and Officers ............ 16

Rule 2400 [Reserved] ......................................................................................................................... 17

Rule 2401 Regulatory Oversight Committee ..................................................................................... 17

Rule 2500 Conflicts of Interest and Misuse of Material, Non-Public Information ............................ 18

Rule 2501 Voting by Interested Parties .............................................................................................. 20

Rule 2600 Services Agreement with a Regulatory Services Provider ............................................... 22

Rule 2601 Services Agreement with Other Service Providers ........................................................... 22

Rule 2602 Prohibited Use of Data Collected for Regulatory Purposes .............................................. 22

SECTION 3 PARTICIPANT ACCESS RULES .................................................................................... 23

Rule 3000 Qualifications .................................................................................................................... 23

Rule 3100 Application Requirements ................................................................................................ 24

Rule 3101 Review of Application ...................................................................................................... 25

Rule 3102 Acceptance as a SEF Participant ....................................................................................... 25

Rule 3103 Conditions for Denial ........................................................................................................ 25

Rule 3104 Duty to Keep Current ........................................................................................................ 26

Rule 3105 Withdrawal of Participant ................................................................................................. 26

Rule 3106 Dissolution of Participants ................................................................................................ 26

Rule 3107 Jurisdiction and Application of SEF Rules ....................................................................... 26

Rule 3108 Notices to Participants ...................................................................................................... 27

Rule 3109 Authorized Traders ........................................................................................................... 27

Rule 3110 Sponsored Access ............................................................................................................. 28

Rule 3111 [Reserved] ......................................................................................................................... 30

Rule 3112 Introducing Brokers .......................................................................................................... 30

Rule 3113 Authorized Representatives .............................................................................................. 30

Rule 3114 Communications between the SEF and Participants ......................................................... 30

Rule 3115 Recording of Communications ......................................................................................... 31

Rule 3200 Change of Control; Non-Assignment ............................................................................... 31

Rule 3300 Fees ................................................................................................................................... 31

Rule 3301 Volume Discounts ............................................................................................................. 32

Rule 3400 ISVs .................................................................................................................................. 32

Rule 3500 Customers, Clients and Sponsored Participants ................................................................ 33

Rule 3501 Disclosure Requirements; Know Your Counterparty Requirements ................................ 33

SECTION 4 TRANSACTION EXECUTION ........................................................................................ 34

Rule 4000.A. Trading Hours ................................................................................................................... 34

Rule 4000.B. Swap Specifications .......................................................................................................... 34

Rule 4001 Procedures ......................................................................................................................... 34
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Rule 4002 Required Identifications .................................................................................................... 35

Rule 4003.A. Execution of Transactions ................................................................................................ 35

Rule 4003.B. Order Book ....................................................................................................................... 36

Rule 4004 Permitted Cross Transactions ........................................................................................... 40

Rule 4005 Mishandling of Orders ...................................................................................................... 40

Rule 4006 Trading Halts .................................................................................................................... 40

Rule 4007 Termination of the SEF Connection ................................................................................. 41

Rule 4008 Risk Controls .................................................................................................................... 41

Rule 4009 Priority of Execution for Orders Received by a Participant ............................................. 41

Rule 4010 Trading Against Customers’ Orders Prohibited; Withholding Orders Prohibited ............ 41

Rule 4011 Simultaneous Buy and Sell Orders For Different Beneficial Owners .............................. 42

Rule 4012 Confirmations and USIs .................................................................................................... 42

Rule 4013.A. Cleared Swaps ................................................................................................................... 44

Rule 4013.B. Uncleared Swaps ............................................................................................................... 46

Rule 4014 Information Regarding Orders and Dissemination of Trade Data .................................... 47

Rule 4015 Enforceability .................................................................................................................... 47

Rule 4016 Block Trades ..................................................................................................................... 47

Rule 4017 Pre-Execution Credit Checks ............................................................................................ 48

Rule 4018 Risk Mitigation Sessions .................................................................................................. 49

Rule 4100 SEF Rules Do Not Limit Emergency Powers ................................................................... 49

Rule 4101 Position Limits .................................................................................................................. 49

Rule 4102 Exemptions from Position Limits ..................................................................................... 50

Rule 4103 Position Accountability ..................................................................................................... 50

Rule 4104 Enforcement of Position Limits and Position Accountability Levels ............................... 50

SECTION 5 PARTICIPANT CONDUCT .............................................................................................. 52

Rule 5000 Duties and Responsibilities of Participants, Sponsored Participants, Customers 

and Clients ........................................................................................................................ 52

Rule 5001 Required Disclosures to the SEF ...................................................................................... 52

Rule 5100 Abusive Trading Practices Prohibited .............................................................................. 54

Rule 5101 Good Faith Bids and Offers .............................................................................................. 55

Rule 5102 Invalid Transactions .......................................................................................................... 55

Rule 5103 Trade Cancellation, Correction, Offset and Adjustment ................................................... 55

Rule 5103.A. SEF Authority Regarding Trade Cancellation, Correction, Offset and Adjustment ......... 55

Rule 5103.B. Transaction Price Review ................................................................................................. 56

Rule 5103.C. Review of Transactions for Errors .................................................................................... 57

Rule 5103.D. Records and Reporting of Cancellations and Price Adjustments ..................................... 58

Rule 5104 Misuse of the SEF ............................................................................................................. 58

Rule 5200 Rule Violations ................................................................................................................. 58

Rule 5201 Fraudulent Acts Prohibited ............................................................................................... 59

Rule 5202 [Reserved] ......................................................................................................................... 59

Rule 5203 Fictitious or Wash Transactions; Permitted Pre-Execution Communications .................. 59

Rule 5204 Market Disruptions Prohibited .......................................................................................... 60

Rule 5205 Market Manipulation Prohibited ....................................................................................... 60

Rule 5206 Disruptive Trading Practices Prohibited ........................................................................... 60

Rule 5207 Prohibition of Misstatements ............................................................................................ 60

Rule 5208 Acts Detrimental to the SEF Prohibited ............................................................................ 60

Rule 5209 Adherence to Law ............................................................................................................. 60

Rule 5210 Communications with the Public and Promotional Material ............................................ 60

Rule 5300 Duty to Supervise .............................................................................................................. 61
iii 

Rule 5400 Inspections by the SEF ..................................................................................................... 61

Rule 5500 Information-Sharing .......................................................................................................... 61

Rule 5600 Minimum Financial and Related Reporting Requirements ............................................... 62

Rule 5601 Confidentiality of Financial and Other Information ......................................................... 63

Rule 5602 Authority to Impose Restrictions ...................................................................................... 63

Rule 5603 Additional Disclosure Requirements ................................................................................ 63

Rule 5700 Gifts and Gratuities ........................................................................................................... 63

Rule 5701 Anti-Money Laundering and Anti-Terrorism ................................................................... 63

Rule 5702 Market Data ...................................................................................................................... 64

Rule 5703 Extension or Waiver of SEF Rules ................................................................................... 64

SECTION 6 ENFORCEMENT OF RULES AND DISCIPLINARY PROCEEDINGS .................... 65

Rule 6000 General .............................................................................................................................. 65

Rule 6001 Inquiries and Investigations .............................................................................................. 66

Rule 6002 Reports of Investigations .................................................................................................. 67

Rule 6003 Opportunity to Respond .................................................................................................... 68

Rule 6004 Review of Investigation Reports ....................................................................................... 68

Rule 6005 Notice of Charges ............................................................................................................. 69

Rule 6006 Answer to Notice of Charges ............................................................................................ 70

Rule 6007 Service of Notice of Charges ............................................................................................ 71

Rule 6008 Settlements ........................................................................................................................ 71

Rule 6009 Disciplinary Panel ............................................................................................................. 72

Rule 6010 Convening Hearings of Disciplinary Proceedings ............................................................ 73

Rule 6011 Respondent Review of Evidence ...................................................................................... 73

Rule 6012 Conducting Hearings of Disciplinary Proceedings ........................................................... 74

Rule 6013 Decision of Disciplinary Panel ......................................................................................... 76

Rule 6014 Sanctions ........................................................................................................................... 76

Rule 6015 Right to Appeal from Disciplinary Panel Decision, Summary Impositions of 

Fines and Other Summary Actions ................................................................................... 77

Rule 6016 Summary Imposition of Fines ........................................................................................... 80

Rule 6017 Warning Letters ................................................................................................................ 81

Rule 6018 Summary Access Denial Actions ...................................................................................... 81

Rule 6019 Rights and Responsibilities after Suspension or Termination .......................................... 81

Rule 6020 Notice to the Respondent, the Regulatory Services Provider and the Public; 

Effectiveness of Disciplinary and Access Denial Actions ................................................ 82

Rule 6021 Costs ................................................................................................................................. 82

Rule 6022 Ex Parte Communications ................................................................................................ 83

Rule 6023 [Reserved] ......................................................................................................................... 84

Rule 6024 Extension or Waiver of the SEF Rules ............................................................................. 84

Rule 6025 Effect of Amendment, Repeal or New Rule ..................................................................... 84

Rule 6026 [Reserved] ......................................................................................................................... 84

Rule 6027 Governing Law, Jurisdiction and Dispute Resolution ...................................................... 84

Rule 6028 Limitation of Liability, Indemnity .................................................................................... 85

SECTION 7 EMERGENCIES ................................................................................................................. 88

Rule 7000 Emergency Actions ........................................................................................................... 88

SECTION 8 RECORDKEEPING AND REPORTING ........................................................................ 90

Rule 8000 Maintenance of Books and Records by the SEF ............................................................... 90

Rule 8001 Order Information ............................................................................................................. 90
iv 

Rule 8002 Books and Records ........................................................................................................... 92

Rule 8003 Recordkeeping Requirements for Block Trades ............................................................... 93

Rule 8004 Access to Position Information ......................................................................................... 93

Rule 8005 Reporting to a Swap Data Repository ............................................................................... 94

Rule 8006 Timely Publication of Trading Information ...................................................................... 95

APPENDIXES 

Appendix A ISDA Reporting Counterparty Rules 

Appendix B tpSEF Inc. Swap Specifications 

Appendix C tpSEF Inc. Risk Mitigation Procedures 

Appendix D Appropriate Minimum Block Sizes 
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SECTION 1

DEFINITIONS 

Rule 1000 Definitions 

Unless otherwise specifically provided in the SEF Rules or the context otherwise requires, the 

following terms have the meanings specified herein. 

“Account Manager” means an investment manager or other Person acting in a similar capacity 

that (i) is not an individual, and (ii) acts as an agent and attorney-in-fact to transact Swaps via the 

SEF in the name and on behalf of a Client. An Account Manager may be a Participant, a 

Sponsored Participant or a Customer. 

“Affected Person” has the meaning specified in Rule 3103. 

“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. 

“Appeals Panel” means a panel appointed by the Chief Compliance Officer pursuant to Rule 

6015. 

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

rule or ordinance of any governmental or self-regulatory authority or any DCO applicable to that 

Person’s activities on or in respect of the SEF, including (without limitation) these SEF Rules, 

the CEA and CFTC Regulations. 

“Appropriate Minimum Block Size” means the minimum notional or principal amount 

established from time to time by the CFTC for a category of Swap that qualifies as a block trade 

pursuant to CFTC Regulation 43.6. The Appropriate Minimum Block Size is published by the 

CFTC or its designee from time to time in accordance with CFTC Regulations 43.6 and 43.7 and 

are included in Appendix D hereto. 

“Authorized Representative” means any natural Person who is employed and authorized by a 

Participant to represent the Participant in SEF matters pursuant to Rule 3113. 

“Authorized Trader” means a Person who is appointed, employed or authorized by a Participant 

(or by a Sponsored Participant) and who has been assigned a User ID by the SEF. Each 

Authorized Trader: (i) must be a natural Person; (ii) must have been granted Trading Privileges 

with respect to the trading activities of a Participant (or Sponsored Participant); and (iii) must 

satisfy any other requirements as may be prescribed by the SEF from time to time. 

“Block Trade” means a Swap that: (i) has a notional or principal amount at or above the 

Appropriate Minimum Block Size applicable to such Swap; (ii) is executed pursuant to the SEF 

Rules and (x) in the case of an Uncleared Block Trade, occurs away from a SEF trading system 

or platform or (y) in the case of a Cleared Block Trade, is executed on a non-Order Book trading 

system or platform of the SEF in accordance with Rule 4016(j); and (iii) is a publicly reportable 

swap transaction that is reported subject to the rules and procedures of the SEF and Part 43 of the 

CFTC Regulations. 
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“Board” means the board of directors of the SEF. 

“Business Day” means a day on which the SEF is open for trading as provided on the SEF 

website. 

“By-Laws” means the by-laws of the SEF. 

“CCO” means the Chief Compliance Officer of the SEF. 

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

“CEO” means the Chief Executive Officer of the SEF. 

“Chief Executive Officer” means the chief executive officer of the SEF appointed pursuant to the 

By-Laws and Rule 2200. 

“CFTC” means the U.S. Commodity Futures Trading Commission. 

“CFTC Regulations” means the rules and regulations promulgated by the CFTC, as amended. 

“Cleared Block Trade” means a Block Trade in a Cleared Swap. 

“Cleared Swap” means (i) a Swap that is subject to the Clearing Requirement, or (ii) any Swap 

of a type that is accepted by a DCO for clearing that the parties have elected to submit for 

clearing, whether or not the particular Swap is accepted or rejected. 

“Clearing Firm” means a Clearing Member that provides clearing services to one or more 

Participants, Sponsored Participants, Clients or Customers and has executed a Clearing Firm 

Agreement. 

“Clearing Firm Agreement” means the agreement between the SEF and a Clearing Firm. Such 

Clearing Firm Agreement shall enumerate (i) the DCOs of which the Clearing Firm is a member, 

(ii) the Persons for whom the Clearing Firm provides clearing services and (iii) if the Clearing 

Firm does not clear at all such DCOs for all such Persons, a per-Person list of the DCOs at which 

it does clear for such Person. The Clearing Firm shall be entitled to update this information in its 

sole discretion by written notice to the SEF and upon receipt of such notice, the SEF shall take 

such action necessary to effect the Clearing Firm’s modifications as promptly as practicable. For 

the avoidance of doubt, notwithstanding that such notice has not yet been provided or such 

modifications made, if the Clearing Firm has ceased to provide clearing services to a Person on 

any or all DCOs, the Clearing Firm may reject all such Person’s trades during the pre-execution 

credit check described in Rule 4017. 

“Clearing Member” means a member of a DCO that is authorized to clear trades in Swaps for 

itself or others. 

“Clearing Requirement” means the mandatory clearing requirement set forth in Section 2(h)(l) of 

the CEA. 
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“Client” means a Person that granted in writing to an Account Manager investment discretion on 

behalf and in the name of such Person. 

“Confirmation” means a written record of all the terms of a Transaction as required by 

Applicable Law. 

“Correcting Transaction” has the meaning specified in Rule 4013.A.(f). 

“CTI” means customer type identification code. 

“Customer” means a Person for whom an Introducing Broker, as agent, (i) enters Orders and/or 

engages in Transactions on the SEF, and/or (ii) submits Uncleared Block Trades pursuant to the 

SEF Rules. A Customer may be a Participant. 

“DCM” means a designated contract market as defined in CFTC Regulation 1.3(h). 

“DCO” means a derivatives clearing organization as defined in Section 1a(15) of the CEA, or 

non-U.S. central clearing counterparty recognized or approved by the CFTC (either through 

formal CFTC action or through CFTC staff no-action relief), that provides clearing services with 

respect to any Swaps traded on, or pursuant to the rules of, the SEF. 

“DCO Rules” means the relevant organizational documents of a DCO and any relevant rule, 

interpretation, stated policy or instrument corresponding to any of the foregoing, in each case as 

adopted or amended from time to time by the DCO. 

“Deal Management System” or “DMS” means the SEF’s back-end system that facilitates posttrade processing and that can be used by Execution Specialists to execute Permitted 

Transactions. The DMS is not accessible by market participants. 

“Director” means a Board director. 

“Disclosable Financial Interest” means the position information contained in CFTC Regulation 

1.69(b)(2)(iii)(A)-(E). 

“Disciplinary Action” means any inquiry, investigation, disciplinary proceeding, appeal from a 

disciplinary proceeding, summary imposition of fines, summary suspension or other summary 

action. 

“Disciplinary Offense” means any of the following violations, which, in each case, arises out of a 

proceeding or action that is brought by the SEF, a Self-Regulatory Organization, the CFTC or 

any federal or state agency or other governmental body: 

(1) Any violation of the rules of the SEF or the rules of a Self-Regulatory 

Organization except those violations related to (i) decorum or attire, (ii) financial 

requirements or (iii) reporting or recordkeeping unless resulting in fines 

aggregating more than $5,000 within any calendar year; 
-4- 

(2) Any violation described in paragraph (1)(i) – (iii) immediately above that 

involves fraud, deceit or conversion or results in a suspension or expulsion; 

(3) Any violation of the CEA or CFTC Regulations; or 

(4) Any failure to exercise supervisory responsibility with respect to acts described in 

paragraphs (1) – (3) immediately above when such failure is itself a violation of 

the rules of the SEF, the rules of a Self-Regulatory Organization, the CEA or the 

CFTC Regulations. 

“Disciplinary Panel” means the panel appointed by the Chief Compliance Officer to act in an 

adjudicative role and fulfill various adjudicative responsibilities and duties described in Section 6 

of the SEF Rules. 

“Displayed Order” has the meaning specified in Rule 4011(a)(2). 

“ECP” means an “eligible contract participant” as defined in Section 1a(18) of the CEA and 

CFTC Regulations thereunder. 

“Emergency” means any occurrence or circumstance that, in the opinion of the SEF, requires 

immediate action and threatens, or may threaten, the fair and orderly trading in, or the clearance, 

settlement or integrity of, any Swap, including, without limitation, the following: 

(1) any circumstance that may materially affect the performance of the parties to a 

Swap, including failure of a DCO; 

(2) any action taken by (i) any United States or foreign regulatory, self-regulatory, 

judicial, arbitral or governmental (whether national, state or municipal) or quasigovernmental authority, or any agency, department, instrumentality or subdivision thereof; (ii) other Person exercising, or entitled to exercise, any 

administrative, executive, judicial, legislative, police, regulatory or taxing 

authority or power; or (iii) any other swap execution facility, DCO, DCM, board 

of trade or other exchange or trade association (foreign or domestic) that may 

have a direct impact on trading on the SEF or the clearing and settlement of, or 

the legality or enforceability of, any Swap; 

(3) any actual, attempted or threatened corner, squeeze, congestion, manipulative 

activity or undue concentration of positions in a Swap or any related asset; 

(4) any circumstance that may have a severe, adverse impact upon the functions and 

facilities of the SEF, including, but not limited to, acts of God, fire, flood or other 

natural disasters, bomb threats, acts of terrorism or war, severely inclement 

weather or failure or malfunction of all or a portion of the SEF, or other system 

breakdowns or interruptions such as power, computer, communication or 

transportation systems or the Internet; 
-5- 

(5) the imposition of any injunction or other restraint by any government agency, 

court or arbitrator upon a DCO which may affect the ability of a DCO to perform 

on a Swap; 

(6) any circumstance in which it appears to the Board that a DCO or any other 

Person: 

(i) has failed to perform on a Swap; 

(ii) is insolvent; or 

(iii) is in a financial or operational condition or is conducting business such 

that the DCO or Person cannot be permitted to continue in business 

without jeopardizing the safety of Participants, the SEF, any DCO or any 

other Person; 

(7) any other circumstance that would constitute an “emergency” within the meaning 

of CFTC Regulation 40.1(h); or 

(8) any other unusual, unforeseeable or adverse circumstance that may have an effect 

similar to any of the foregoing as determined by the SEF. 

“Emergency Action” means any action taken by the SEF in its discretion, in consultation with the 

CFTC and/or relevant DCO as necessary and practicable, in response to an Emergency, 

including, without limitation, any of the following actions: 

(1) suspending or curtailing trading or limiting trading (in whole or in part); 

(2) ordering the fixing of a settlement price, or the reduction of positions; 

(3) extending, limiting or changing the Trading Hours; 

(4) temporarily modifying or suspending any provision of the SEF Rules or 

Obligations; 

(5) imposing or modifying price limits; 

(6) altering any contract’s settlement terms or conditions; 

(7) imposing or modifying position limits; and/or 

(8) ordering any other action or undertaking to address or relieve the Emergency. 

“Emergency Rules” has the meaning specified in Rule 7000. 

“End-User Exempt Transaction” shall mean a Transaction exempt from the Clearing 

Requirement due to an election to use the End-User Clearing Exception. 
-6- 

“End-User Clearing Exception” means the exception from the Clearing Requirement set forth in 

Section 2(h)(7) of the CEA and CFTC Regulation 50.50 or any CFTC No-Action Letter or 

guidance. 

“Error” has the meaning specified in Rule 5103.C. 

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

“Execution Specialist” means a SEF employee responsible for assisting Participants and 

Sponsored Participants (and any of their Supervised Persons) in entering on the SEF Orders and 

Transactions and receiving reports of Uncleared Block Trades. 

“Family Relationship” means, with respect to any natural person, such natural person’s spouse, 

former spouse, parent, stepparent, child, stepchild, sibling, stepbrother, stepsister, grandparent, 

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

“FCM” means futures commission merchant as defined under Section 1a(28) of the CEA. 

“Government Agency” means any governmental entity, body or agency of any government 

(including the United States, a state or foreign government). 

“Interested Person” has the meaning specified in Rule 2500. 

“Introducing Broker” is a Participant that (i) is a registered or exempt FCM or introducing 

broker (as defined in Section 1a(31) of the CEA and CFTC Regulation 1.3(mm)), and (ii) enters 

Orders or engages in Transactions on the SEF, and/or submits Uncleared Block Trades pursuant 

to the SEF Rules, on behalf of one or more Customers. 

“Instrument Reference Price” has the meaning specified in Rule 4003.B.(d)(1). 

“Investigation Report” means any written report of investigation prepared by the Market 

Regulation Department. 

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

“ISDA Reporting Counterparty Rules” means the rules identified in Appendix A hereto, as may 

be amended from time to time, for establishing a Reporting Counterparty under the 

circumstances where CFTC Regulation 45.8 does not determine a Reporting Counterparty (for 

example, because both counterparties are Swap Dealers or both counterparties are Major Swap 

Participants) as published by ISDA under the title “Dodd Frank Act – Swap Transaction 

Reporting Party Requirements” as such rules may be amended, restated, supplemented or 

otherwise modified or replaced from time to time. 

“ISV” means independent software vendor. 

“Legal Entity Identifier” has the meaning set forth in Part 45 of the CFTC Regulations. 
-7- 

“Major Swap Participant” has the meaning set forth in Section 1a(33) of the CEA and CFTC 

Regulations thereunder. 

“Market Regulation Department” means the department within the SEF that regulates 

compliance with the SEF Rules. For purposes of the SEF Rules, Market Regulation Department 

may, as applicable, also include any Regulatory Services Provider pursuant to a Regulatory 

Services Agreement. 

“MAT/Agency MBS Package Transaction” has the meaning set forth in CFTC No-Action Letter 

14-137. 

“MAT/Futures Package Transaction” has the meaning set forth in CFTC No-Action Letter 15-

55. 

“MAT/MAT Cleared Package Transaction” means a Package Transaction, all components of 

which are made available to trade and which is not an End-User Exempt Transaction. 

“MAT/New Issuance Bond Package Transaction” has the meaning set forth in CFTC No-Action 

Letter 15-55. 

“MAT/Non-CFTC Swap Package Transaction” has the meaning set forth in CFTC No-Action 

Letter 15-55. 

“MAT/Non-MAT Cleared Package Transaction” has the meaning set forth in CFTC No-Action 

Letter 15-55. 

“MAT/Non-MAT Uncleared Package Transaction” has the meaning set forth in CFTC NoAction Letter 15-55. 

“MAT/Non-Swap Instruments Package Transaction” has the meaning set forth in CFTC NoAction Letter 15-55, and shall, for the avoidance of doubt, exclude (1) U.S. Dollar Swap 

Spreads; (2) MAT/Futures Package Transactions; (3) MAT/Agency MBS Package Transactions; 

and (4) MAT/New Issuance Bond Package Transactions. 

“Material Adverse Change” means a significant event that negatively affects the subject 

referenced. 

“Material Conflict of Interest” means a Director, Officer, panel member or other Person: 

(1) being named as a respondent or potential respondent or a witness or potential 

witness in a Self-Regulatory Action; 

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

potential respondent or a witness or potential witness in the Self-Regulatory 

Action; 
-8- 

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

potential respondent or a witness or potential witness in the Self-Regulatory 

Action; 

(4) having a Family Relationship with a respondent or potential respondent or a 

witness or potential witness in a Self-Regulatory Action (including the 

individual’s spouse, co-habitator, former spouse, parent, stepparent, child, step 

child, sibling, stepbrother, stepsister, 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 as referenced in CFTC Regulation 1.69, other than a direct or indirect 

equity or other interest in the SEF’s Affiliates, that could reasonably be expected 

to be affected by the action. A direct and substantial financial interest includes 

positions in Swaps in accounts of, controlled by, or affiliated with the Director, 

Officer, panel member or other Person or in any other types of direct and 

substantial financial positions of the Director, Officer, panel member or other 

Person that are reasonably expected to be affected by the deliberations or vote; 

and/or 

(6) any other circumstance that gives rise to a conflict between the Director’s, 

Officer’s, panel member’s or other Person’s exercise of authority concerning any 

SEF Proceeding and his or her personal interests. 

“Member” has the meaning specified in Section 1a(34) of the CEA and shall include for 

purposes of the SEF Rules all Participants (including Sponsoring Participants) and all Sponsored 

Participants. 

“Membership Interests” means financial institutions that vary as to their jurisdiction of 

organization, size, registration and regulatory status, primary business and business model. 

 “Named Party in Interest” has the meaning specified in CFTC Regulation 1.69(a)(6). 

“NFA” means the National Futures Association. 

“Non-Self-Clearing” means, with respect to a DCO and any particular Swap, a Participant, 

Sponsored Participant, Client or Customer that is not a Clearing Member with respect to the 

related DCO and Swap. 

“Notice to Participants” has the meaning specified in Rule 3108. 

“Obligation” means any and all duties and/or responsibilities arising under each SEF Rule, order 

or procedure issued by the SEF (including Notices to Participants) and other requirements 

implemented by the SEF under the SEF Rules, including the terms and conditions of each Swap, 

as well as any contractual obligations between a Participant and the SEF. 

“Off-Book Ticket Functionality” means the functionality provided within the OMS that allows 

for the execution of Permitted Cross Transactions away from the Order Book. This functionality 
-9- 

is available to market participants only for Transactions in the Rates asset class and for 

Transactions that are non-deliverable forwards.

“Officer” has the meaning specified in Rule 2200. 

“Offsetting Transaction” has the meaning specified in Rule 4013.A.(f). 

“Order” means a firm bid or offer for a Swap. 

“Order Book” means the trading systems operated by the SEF in which any Participant or any 

market participant acting through a Participant has the ability to enter multiple bids and offers, 

observe or receive bids and offers entered by other Participants, and transact on such bids and 

offers. All bids and offers on the Order Book shall be Orders (i.e., firm bids or offers and not 

indications of interest or indicative quotes), and all Orders shall be displayed on the Order Book 

on an anonymous basis. Any market participant who wishes to connect to and use the Order 

Book may choose to do so, as more fully described in Rule 4003.B. The Order Book is available 

for all Swaps listed for trading by the SEF. 

“Order Management System” or “OMS” means the SEF’s front-end system that houses the Order 

Book, as well as the SEF’s Off-Book Ticket Functionality. Market participants may connect to 

the OMS via a graphical user interface (GUI) or an application program interface (API), which 

allows third-party trading systems to interact with the OMS. Please contact the SEF for more 

information regarding the establishment of a connection to the OMS. 

“Package Transaction” means a transaction involving two or more instruments: (1) that is 

executed between two or more counterparties; (2) that is priced or quoted as one economic 

transaction with simultaneous or near simultaneous execution of all components; (3) that has at 

least one component that is a Swap that is a Required Transaction; and (4) where the execution 

of each component is contingent upon the execution of all other components. No Swaps are 

prohibited from being executed on the SEF as part of a Package Transaction. The categories of 

Package Transactions currently executed on the SEF are: (i) MAT/MAT Cleared Package 

Transactions; (ii) MAT/Non-MAT Cleared Package Transactions; and (iii) MAT/Non-MAT 

Uncleared Package Transactions. The categories of Package Transactions currently facilitated by 

the SEF are: (i) MAT/Non-Swap Instruments Package Transactions (MAT/Bonds only); (ii) US 

Dollar Swap Spreads; and (iii) MAT/Futures Package Transactions (MAT/Eurodollar Futures 

only). Such facilitation is done by the SEF’s providing an execution venue for the Swap legs and 

reference price information regarding the non-Swap legs. The reference price is made available 

to Participants for informational purpose only. The SEF does not execute the non-Swap legs of 

Package Transactions; the counterparties to any Package Transaction involving a non-Swap 

component must bilaterally execute such non-Swap component away from the SEF. 

“Package Transaction (Order Book Exempt)” is a Package Transaction for which the CFTC has 

granted currently-effective no-action relief or an exception or exemption from the requirements 

of Section 2(h)(8) of the CEA and/or CFTC Regulation 37.9. Pursuant to CFTC No-Action 

Letter 15-55, the following are Package Transactions (Order Book Exempt) until 11:59 p.m. 

(Eastern Time) on November 15, 2016: (a) MAT/New Issuance Bond Package Transactions; (b) 

MAT/Futures Package Transactions; (c) MAT/Non-MAT Uncleared Package Transactions; (d) 
-10- 

MAT/Non-Swap Instruments Package Transactions; and (e) MAT/Non-CFTC Swap Package 

Transactions. If any such no-action relief is extended, upon and to the extent of such extension, 

the relevant Package Transaction will continue to be a Package Transaction (Order Book 

Exempt) for purposes of the SEF Rules. 

“Participant” means any Person, other than an ISV, that has been admitted by the SEF as a 

“Participant” and that has been granted, and continues to have, Trading Privileges. 

“Participation Criteria” means the criteria set forth in Rule 3000(a). 

“Permitted Transaction” shall have the meaning provided in CFTC Regulation 37.9(c)(1). 

“Permitted Cross Transaction” means a Permitted Transaction submitted to the SEF for 

execution either directly or via an Execution Specialist following some form of permitted prearrangement or pre-negotiation between or among the parties. 

“Person” means a natural person or an entity. 

“Personal Information” means personally identifiable information or data concerning or relating 

to a Person’s employees, customers or prospective customers. 

“Proprietary Data” means, with respect to any Person, any information that separately discloses 

business transactions, market positions or trade secrets of such Person. 

“Public Director” means any Director who qualifies as a “Public Director” within the meaning 

of the By-Laws. 

“Regulatory Oversight Committee” means the committee described in Rule 2401. 

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

Services Provider(s), under which market surveillance and trade practice surveillance functions 

are delegated to the Regulatory Services Provider. 

“Regulatory Services Provider” means the organization, if any, which provides regulatory 

services to the SEF pursuant to a Regulatory Services Agreement. The SEF’s Regulatory 

Services Provider is currently the NFA. 

“Related Party” has the meaning given in Rule 6028. 

“Reporting Counterparty” has the meaning set forth in Part 45 of the CFTC Regulations. 

“Required Transaction” shall have the meaning provided in CFTC Regulation 37.9(a)(1), as may 

be amended from time to time. 

“Required Cross Transaction” means a Required Transaction (other than a Block Trade or 

Package Transaction (Order Book Exempt)) (x) in which a Participant acting as a broker or 

dealer seeks to either execute against its customer’s Order or execute two of its customers’ 

Orders against each other, and (y) that is submitted for execution on the Order Book, either 
-11- 

directly or via an Execution Specialist, following some form of permitted pre-arrangement or 

pre-negotiation. 

“Resting Quote” means any firm bid or offer displayed on the Order Book of the SEF. 

“Review Panel” means a panel responsible for determining whether a reasonable basis exists for 

finding a violation of the SEF Rules or other provision of Applicable Law for which the SEF has 

disciplinary jurisdiction, and for authorizing the issuance of notices of charges against Persons 

alleged to have committed violations if the Review Panel believes that the matter should be 

adjudicated. 

“Risk Mitigation Sessions” has the meaning specified in Rule 4018. 

“ROC” means the Regulatory Oversight Committee of the SEF. 

“RSA” means a Regulatory Services Agreement. 

“SEC” means the U.S. Securities and Exchange Commission. 

“SEF” means the swap execution facility operated by tpSEF Inc. or any successor thereto. 

“SEF Official” means any Director or Officer of, or individual employed directly by, the SEF, 

the Regulatory Services Provider or any individual rendering similar services to the SEF under 

an administrative or similar agreement. 

“SEF Panel” means any Review Panel, Disciplinary Panel, Appeals Panel or any other 

disciplinary or oversight panel of the SEF and any subcommittee thereof. 

“SEF Proceeding” and “SEF Proceedings” means any inquiry, investigation, disciplinary 

proceeding or any appeal from a disciplinary proceeding, summary suspension or other summary 

actions. 

“SEF Rules” means the rules of the SEF as set forth herein, as may be amended from time to 

time by the SEF. 

“Self-Clearing” means, as to any DCO and Swap, a Participant, Sponsored Participant, Client or 

Customer that is a Clearing Member of the relevant DCO with respect to such Swap. 

“Self-Regulatory Action” means an Emergency Action or a SEF Proceeding. 

“Self-Regulatory Organization” means the Financial Industry Regulatory Authority, the NFA or 

any other self-regulatory organization under the CFTC Regulations or the rules and regulations 

of the SEC. 

“Significant Action” has the meaning specified in CFTC Regulation 1.69(a)(8). 

“Sponsored Participant” means a third-party ECP that is extended Trading Privileges by a 

Sponsoring Participant pursuant to Rule 3110. 
-12- 

“Sponsoring Participant” means a Participant that extends Trading Privileges to a Sponsored 

Participant pursuant to Rule 3110. 

“Supervised Persons” means Authorized Traders, directors, officers, employees or agents of any 

Participant or Sponsored Participant. 

“Swap” means any “swap” as defined in CEA Section 1a(47) that has been listed for trading on 

the SEF. 

“Swap Data Repository” or “SDR” has the meaning set forth in Section 1a(48) of the CEA. 

“Swap Dealer” has the meaning set forth in Section 1a(49) of the CEA. 

“Swap Specification” means, with respect to any Swap, the specifications for such Swap as set 

forth in Appendix B hereto, including any materials incorporated by reference therein. 

“Terms Incorporated by Reference” has the meaning given in Rule 4012. 

“tpSEF Risk Mitigation Procedures” means the SEF’s procedures for Risk Mitigation Sessions, 

which are attached hereto as Appendix C.

“Trade Communication” has the meaning given in Rule 4012. 

“Trading Hours” means, for any Business Day, the hours specified in Rule 4000 below. 

“Trading Privileges” means the right granted to a Participant by the SEF, or extended to a 

Sponsored Participant by a Sponsoring Participant, to use the SEF for execution of Swaps, in 

each case acting through one or more Authorized Traders. 

“Transaction” means any Swap transacted on the SEF in accordance with the SEF Rules or, in 

the case of an Uncleared Block Trade, transacted away from a SEF trading system or platform in 

accordance with the SEF Rules. 

“Uncleared Block Trade” means a Block Trade other than a Cleared Block Trade. 

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

“User ID” means a unique identifier issued to each Authorized Trader of a Participant that 

enables the SEF to identify the individual. 

“U.S. Dollar Swap Spread” has the meaning set forth in CFTC No-Action Letter 15-55. 

“USI” means a unique swap identifier created by the SEF pursuant to Part 45 of the CFTC 

Regulations. 

“Waiting Order” has the meaning specified in Rule 4011(a)(2). 
-13- 

SECTION 2

SEF GOVERNANCE 

Rule 2000 The SEF 

The SEF is a corporation organized under the laws of the state of Delaware. The By-Laws of the 

SEF govern the management and operation of the SEF. 

BOARD 

Rule 2100 Board 

(a) The Officers shall manage the day-to-day business operations of the SEF. The Board has 

the power and authority to oversee, and to affirm, modify, suspend or overrule, any and 

all decisions and actions of any committees of the Board or any panel of Officers related 

to the day-to-day business operations of the SEF. 

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

subject to the SEF Rules, and will approve specifications for such Swaps; provided that 

the Board may delegate the authority to approve such rules to a SEF committee or to one 

or more Officers of the SEF; provided, further, that certifications or applications with 

respect to such rules will be submitted to the CFTC as required by the CEA and any 

regulations thereunder. 

(c) The Board may act only by the decision of an absolute majority in number of the 

Directors by vote at a meeting, by unanimous written consent without a meeting, or as 

otherwise set forth in the By-Laws. In the event of an Emergency, which in the judgment 

of the CEO (or, in his absence, the most senior Officer present) requires immediate 

action, a special meeting of the Board may be convened without notice, consisting of 

those Directors who are immediately available in person or by telephone and can be 

joined in the meeting in person or by conference telephone. The actions taken at such a 

meeting shall be effective if at least a quorum of the Directors participates either 

personally or by conference telephone. 

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

(including Public Directors) shall be appointed in accordance with the By-Laws and shall 

serve until his or her successor is duly appointed or until his or her earlier resignation or 

removal, with or without cause. The Directors shall include members who have had 

relevant experience in some capacity (whether as a current or former employee, officer, 

director, principal, consultant, advisor, service provider or otherwise) working with or for 

a diversity of Membership Interests. 

(e) Each Director is entitled to indemnification pursuant to the By-Laws with respect to 

matters relating to the SEF. 

(f) To qualify as a Director, an individual must meet the qualifications for directors set forth 

in the By-Laws, and to qualify as a Public Director, an individual must meet the 

qualifications for “Public Directors” set forth in the By-Laws. 
-14- 

(g) Without limitation of any other provisions of this Rule 2100, the provisions of Article III 

of the By-Laws shall be deemed to be part of the SEF Rules and shall be deemed to be 

incorporated herein, to the same extent and with the same force and effect as if set forth 

herein in their entirety. 

OFFICERS 

Rule 2200 Officers 

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

other officers of the SEF (all of the foregoing, collectively, the “Officers”) as it may 

deem necessary or appropriate from time to time, in accordance with the By-Laws. 

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

Affiliates. 

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

Board may prescribe from time to time. 

(d) Each Officer is entitled to indemnification pursuant to the By-Laws with respect to 

matters relating to the SEF. 

Rule 2201 Chief Compliance Officer 

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

shall approve the compensation of the Chief Compliance Officer. 

(b) The Chief Compliance Officer’s duties shall include, but are not limited to, the following: 

(1) overseeing and reviewing the SEF’s compliance with Applicable Law, including, 

without limitation, Section 5h of the CEA and related CFTC Regulations; 

(2) in consultation with the CEO and such others, including, without limitation, the 

Board and/or the Regulatory Oversight Committee, as deemed appropriate and 

necessary, resolving any conflicts of interest that may arise, including: (i) 

conflicts between business considerations and compliance requirements; (ii) 

conflicts between business considerations and the requirement that the SEF 

provide fair, open and impartial access as set forth in the CFTC Regulations; and 

(iii) conflicts between the SEF’s management and members of the Board; 

(3) establishing and administering written policies and procedures reasonably 

designed to prevent violations of the CEA and CFTC Regulations; 

(4) taking reasonable steps to ensure compliance with the CEA and CFTC 

Regulations; 
-15- 

(5) establishing procedures for the remediation of noncompliance issues identified by 

the Chief Compliance Officer through compliance office reviews, look-backs, 

internal or external audit findings, self-reported errors or validated complaints; 

(6) establishing and following appropriate procedures for the handling, management 

response, remediation, retesting and closing of noncompliance issues; 

(7) establishing and administering a compliance manual designed to promote 

compliance with Applicable Law and a written code of ethics designed to prevent 

ethical violations and to promote honesty and ethical conduct; 

(8) supervising the SEF’s self-regulatory program with respect to trade practice 

surveillance, market surveillance, real-time market monitoring, compliance with 

audit trail requirements, enforcement and disciplinary proceedings, audits, 

examinations and other regulatory responsibilities with respect to Participants, 

Customers, Clients, Authorized Traders and other market participants (including 

seeking to ensure compliance with, if applicable, financial integrity, financial 

reporting, sales practice, recordkeeping and other requirements); 

(9) supervising the effectiveness and sufficiency of any regulatory services provided 

to the SEF by a Regulatory Services Provider; and 

(10) preparing and filing the annual compliance report as required under the CEA and 

applicable CFTC Regulations. 

(c) The Chief Compliance Officer shall have available to him or her at all times the authority 

and the resources of the Market Regulation Department and such other resources as may 

be necessary to develop and enforce policies and procedures necessary to fulfill the duties 

set forth for chief compliance officers of swap execution facilities in the CEA and the 

CFTC Regulations. The Chief Compliance Officer shall have supervisory authority over 

all staff of the Market Regulation Department and all other compliance staff. 

(d) The Chief Compliance Officer shall report directly to the Chief Executive Officer. The 

Chief Compliance Officer shall have the authority to inspect the books and records of all 

Participants and the authority to require any Participant to appear before him or her and 

produce its books and records and answer questions regarding alleged violations of the 

SEF Rules or other provision of Applicable Law for which the SEF has disciplinary 

jurisdiction, at the time, place and in the manner it designates. The Chief Compliance 

Officer may also delegate such authority to staff of the Market Regulation Department 

and/or the Regulatory Services Provider. 

QUALIFICATIONS 

Rule 2300 Qualification of Chief Compliance Officer 

(a) The Chief Compliance Officer shall have the background and skills appropriate for 

fulfilling the responsibilities of the position. 
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(b) The Chief Compliance Officer may not be disqualified from registration pursuant to 

Section 8a(2) or (3) of the CEA. 

Rule 2301 Qualifications of Directors, Panel Members, Committee Members and 

Officers 

(a) A Director or Officer must meet the qualifications set forth from time to time in the ByLaws. 

(b) An individual may not serve as a Director or an Officer, hold a 10% or more ownership 

interest in the SEF or serve on a committee established by the Board (including the 

Regulatory Oversight Committee) or any SEF Panel if the individual: 

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

Self-Regulatory Organization, an administrative law judge, a court of competent 

jurisdiction or a Government Agency 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 a DCM, is suspended or expelled from 

membership in a Self-Regulatory 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 of the SEF, a SelfRegulatory Organization, an administrative law judge, a court of 

competent jurisdiction or a Government Agency; 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 a Government Agency, the SEF or a 

Self-Regulatory Organization not to apply for registration with the Government 

Agency or for membership in the SEF or the Self-Regulatory Organization; 

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

suspension of registration by the CFTC for any reason; 

(6) has been convicted of a felony listed in Section 8a(2)(D)(ii) through (iv) of the 

CEA; or 

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

disciplinary committee, arbitration panel or governing board of any selfregulatory organization as that term is defined in Section 3(a)(26) of the Exchange 

Act. 
-17- 

(c) Any Director, Officer, member of a committee established by the Board, any SEF Panel 

member, any individual nominated to serve in any such role or any individual authorized 

by the Regulatory Oversight Committee to take summary action shall immediately notify 

the Chief Executive Officer or the Chief Compliance Officer if such individual meets one 

or more of the criteria in Rule 2301(b). 

(d) For purposes of Rule 2301(b), the terms “final decision” and “settlement agreement” 

have the meanings set forth in CFTC Regulation 1.63(a). 

BOARD COMMITTEES 

Rule 2400 [Reserved] 

Rule 2401 Regulatory Oversight Committee 

(a) The Regulatory Oversight Committee of the Board shall be composed entirely of Public 

Directors appointed by the Board. 

(b) Each member of the Regulatory Oversight Committee shall serve for a term of two (2) 

calendar years from the date of his or her appointment or until such person ceases to be 

Public Director or until removed from the ROC by the Board. A member of the 

Regulatory Oversight Committee may serve for multiple terms. 

(c) The Regulatory Oversight Committee shall oversee the SEF’s regulatory program on 

behalf of the Board. The Board shall delegate sufficient authority, dedicate sufficient 

resources, and allow sufficient time for the Regulatory Oversight Committee to fulfill its 

mandate. It shall make such recommendations to the Board that, in its judgment, will best 

promote the interests of the SEF. The Regulatory Oversight Committee shall also have 

such other powers and perform such other duties as set forth in the SEF Rules and as the 

Board may delegate to it from time to time. 

(d) Without limiting the generality of the foregoing, the Regulatory Oversight Committee 

shall have authority to: 

(1) monitor the regulatory program of the SEF for sufficiency, effectiveness, and 

independence; 

(2) oversee all facets of the regulatory program, including: 

(i) trade practice and market surveillance; audits, examinations, and other 

regulatory responsibilities with respect to Participants (including 

compliance with, if applicable, financial integrity, financial reporting, 

sales practice, recordkeeping, and other requirements); and the conduct of 

investigations; 

(ii) reviewing the size and allocation of the regulatory budget and resources, 

and the number, hiring, termination and compensation of regulatory 

personnel; 
-18- 

(iii) reviewing the performance of the Chief Compliance Officer of the SEF 

and making recommendations regarding such performance to the CEO; 

(iv) recommending changes that would ensure fair, vigorous, and effective 

regulation; and 

(v) reviewing all regulatory proposals prior to implementation and advising 

the Board as to whether and how such changes may impact regulation. 

(e) The Regulatory Oversight Committee reports to the Board. 

CONFLICTS OF INTEREST 

Rule 2500 Conflicts of Interest and Misuse of Material, Non-Public Information 

(a) A Director, Officer, SEF Panel member or other Person authorized to exercise the SEF’s 

authority concerning a Self-Regulatory Action who knowingly has a Material Conflict of 

Interest between (i) his or her position as a Director, Officer or SEF Panel member, or the 

exercise of authority concerning a Self-Regulatory Action, and (ii) his or her personal 

interests (each, an “Interested Person”) may not participate in any deliberations or vote of 

the Board (which includes for purposes hereof a Board committee) or SEF Panel, or 

exercise any authority with respect to the Self-Regulatory Action, involving his or her 

personal interest, except as described below. 

(b) Before considering any Self-Regulatory Action, an Interested Person must disclose in 

writing to the Board the material facts concerning his or her relationship or interest in the 

matter. 

(c) Any Interested Person who would be required otherwise to abstain from deliberations and 

voting or the exercise of authority pursuant to paragraph (a) above as a result of having 

Material Conflict of Interest may participate in deliberations, prior to a vote on the 

matter, if: 

(1) the material facts about the Interested Person’s interest in the matter are disclosed 

or known to the Board or SEF Panel; 

(2) the Board determines that the participation by the Interested Person would be 

consistent with the public interest; and 

(3) a majority of the Directors (excluding any Interested Persons) vote to allow the 

Interested Person to participate in deliberations on the matter. 

(d) If a determination is made pursuant to paragraph (c) that an Interested Person may 

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

or committee thereof will reflect the determination and the reasons for the determination. 

(e) If a determination is made that all Directors are Interested Persons with respect to a 

matter subject to a vote by the Board, the Chief Executive Officer will appoint a panel of 
-19- 

individuals who are not Interested Persons with respect to such matter, which will have 

the same authority and powers over such matter that the Board would have if the 

Directors were not Interested Persons with respect to such matter. 

(f) No Director, Officer, member of any committee or panel established by the Board or any 

employee or consultant of the SEF shall use or disclose, either during his or her 

association with the SEF or thereafter, for any purpose other than the performance of his 

or her official duties and responsibilities as a Director, Officer, committee or panel 

member or employee or consultant any confidential information, including any material, 

non-public information obtained as a result of the individual’s duties and responsibilities 

as a Director, Officer, committee or panel member or employee or consultant. Any 

Director, Officer, committee or panel member or employee or consultant in possession of 

confidential information shall take all appropriate steps to safeguard the information and 

to protect it against disclosure, misuse, espionage, loss and theft. 

(g) Notwithstanding paragraph (f) above, a Director, Officer, member of any committee or 

panel established by the Board or employee or consultant of the SEF may disclose 

confidential information in the course of his or her official duties and may also make 

disclosures in his or her official capacity to the CFTC, any Self-Regulatory Organization, 

a court of competent jurisdiction or any Government Agency or pursuant to Applicable 

Law. 

(h) No Director, Officer, or member of any committee or panel established by the Board, no 

employee of the SEF and no consultant to the SEF shall: 

(1) trade for such Person’s own account, or for or on behalf of any other account, on 

the basis of any material, non-public information obtained through the 

performance of such Person’s official duties; 

(2) use or disclose, for any purpose other than the performance of such Person’s 

official duties, any material, non-public information obtained by such Person as a 

result of such Person’s official duties; provided, however, that this Rule shall not 

prohibit disclosures made by such Person in the course of his or her official duties 

or disclosures made to the CFTC, any Self-Regulatory Organization, a court of 

competent jurisdiction or any Government Agency or pursuant to Applicable 

Law; or 

(3) trade, directly or indirectly, in (i) any Swap traded on the SEF, (ii) any related 

commodity interest (as defined in CFTC Regulation 1.59(a)), or (iii) any 

commodity interest traded on any DCM or SEF or cleared by any DCO if such 

Person has access to material non-public information concerning such commodity 

interest. 
-20- 

Rule 2501 Voting by Interested Parties 

(a) Relationship with Named Party in Interest. 

(1) A member of the Board, any committee established by the Board (including the 

Regulatory Oversight Committee) or any SEF Panel must abstain from such 

body’s deliberations and voting on any matter involving a Named Party in Interest 

where such member: 

(i) is a Named Party in Interest; 

(ii) is an employer, employee or fellow employee of a Named Party in 

Interest; 

(iii) is associated with a Named Party in Interest through a “broker 

association” as defined in CFTC Regulation 156.1; 

(iv) has any other significant, ongoing business relationship with a Named 

Party in Interest, not including relationships limited to executing futures or 

option transactions opposite of each other or to clearing futures or option 

transactions through the same clearing member; or 

(v) has a Family Relationship with a Named Party in Interest. 

(2) Prior to the consideration of any matter involving a Named Party in Interest, each 

member of the SEF’s Board, any committee established by the Board (including 

the Regulatory Oversight Committee) or any SEF Panel must disclose to the Chief 

Compliance Officer whether he or she has one of the relationships listed in Rule 

2501(a)(1)-(5) above with a Named Party in Interest. 

(3) The following procedure will apply with respect to Named Parties in Interest 

under this Rule 2501: In its sole discretion, the Market Regulation Department 

shall determine whether any member of the Board, any committee established by 

the Board (including the Regulatory Oversight Committee) or a SEF Panel is 

required to abstain in any matter. 

(b) Financial Interest in Significant Action. 

(1) A member of the SEF’s Board, any committee established by the Board 

(including the Regulatory Oversight Committee) or any SEF Panel must abstain 

from such body’s deliberations and voting on any Significant Action if the 

member knowingly has a direct and substantial financial interest in the result of 

the vote based upon either exchange or non-exchange positions that could 

reasonably be expected to be affected by the action. 

(2) Prior to the consideration of any Significant Action, each member of SEF’s 

Board, any committee established by the Board (including the Regulatory 

Oversight Committee) or any SEF Panel must disclose to Chief Compliance 
-21- 

Officer any Disclosable Financial Interest that is known to such member. This 

requirement does not apply to members who choose to abstain from deliberations 

and voting on the subject Significant Action. 

(3) The SEF’s Board, any committee established by the Board (including the 

Regulatory Oversight Committee) or any SEF Panel may permit a member to 

participate in deliberations prior to a vote on a Significant Action for which such 

member otherwise would be required to abstain, pursuant to Rule 2501(b)(1), if 

such participation would be consistent with the public interest and the member 

recuses himself or herself from voting on such action. 

(4) In making a determination as to whether to permit a member to participate in 

deliberations on a Significant Action for which such member otherwise would be 

required to abstain, the deliberating body shall consider the following factors: 

(i) Whether the member’s participation in deliberations is necessary for the 

deliberating body to achieve a quorum in the matter, and 

(ii) Whether the member has unique or special expertise, knowledge or 

experience in the matter under consideration. 

(5) Prior to any determination pursuant to Rule 2501(b)(3), the relevant deliberating 

body must fully consider the position information that is the basis for the 

member’s direct and substantial financial interest in the result of a vote on a 

Significant Action. 

(6) The following procedure will apply with respect to Significant Actions under this 

Rule 2501: The Market Regulation Department will independently require a 

member of the Board, any committee established by the Board (including the 

Regulatory Oversight Committee) or a SEF Panel to abstain from both the 

deliberations and voting by such Board, committee or SEF Panel on any 

Significant Action if, based upon the information reviewed pursuant to this Rule 

2501, the Market Regulation Department determines that the member has a direct 

and substantial financial interest in the result of the vote. 

(c) The SEF’s Board, Board committees and SEF Panels must reflect in their minutes or 

otherwise document that the conflicts determination procedures required by this Rule 

2501 have been followed. Such records also must include: 

(1) The names of all members who attended the meeting in person or who otherwise 

were present by electronic means; 

(2) The name of any member who voluntarily recused himself or herself or was 

required to abstain from deliberations and/or voting on a matter and the reason for 

the recusal or abstention, if stated; and 

(3) Information on the position information that was reviewed for each member. 
-22- 

SERVICE AGREEMENTS 

Rule 2600 Services Agreement with a Regulatory Services Provider 

(a) The SEF may enter into a Regulatory Services Agreement with a Regulatory Services 

Provider to perform certain surveillance, investigative, and regulatory functions under the 

SEF Rules and the SEF may provide information to the Regulatory Services Provider in 

connection with the performance of those functions. 

(b) The SEF shall retain ultimate decision-making authority with respect to any functions 

that are contracted to a Regulatory Services Provider and shall remain responsible for the 

performance of any Regulatory Services received. 

Rule 2601 Services Agreement with Other Service Providers 

The SEF, in its discretion, may enter into services agreements with service providers of its 

choosing to perform functions under the SEF Rules, and may provide information to such service 

providers in connection with the performance of those functions. 

Rule 2602 Prohibited Use of Data Collected for Regulatory Purposes 

The SEF will 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, the SEF 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 to the SEF’s use of such data or information by means of an 

independent, affirmative consent. The SEF will not condition access to its market(s) or market 

services on a Person’s consent to the SEF’s use of Proprietary Data or Personal Information for 

business or marketing purposes. The SEF, where necessary for regulatory purposes and as 

permitted by Applicable Law, may share such data or information with one or more DCOs, swap 

execution facilities or DCMs registered with the CFTC. In such an event, the SEF will request 

the DCO, swap execution facility or DCM to maintain the confidentiality of any such 

information in the same manner as the DCO, swap execution facility or DCM would protect its 

own proprietary data. 
-23- 

SECTION 3

PARTICIPANT ACCESS RULES 

QUALIFICATIONS 

Rule 3000 Qualifications 

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

satisfaction of the SEF that it: 

(1) is an ECP; 

(2) is of good reputation and business integrity; 

(3) maintains adequate financial resources and credit; 

(4) if it is an entity, is validly organized, in good standing, and authorized by its 

governing body and, if relevant, documents of organization, to trade Swaps; 

(5) has not filed for bankruptcy; 

(6) is not prohibited from using the services of the SEF for any reason whatsoever; 

(7) holds all registrations required under Applicable Law, including, without 

limitation, any introducing broker, FCM, and/or Swap Dealer registration (each as 

defined in the CEA and CFTC Regulations); 

(8) is not subject to statutory disqualification under Section 8a(2) of the CEA; and 

(9) satisfies any other criteria that the SEF may require from a Participant to perform 

its responsibilities as a Self-Regulatory Organization, comply with Applicable 

Law or provide services, provided such criteria are impartial, transparent and 

applied in a fair and nondiscriminatory manner. 

Once admitted, a Participant shall continue at all times to satisfy all such Participation 

Criteria and all other applicable eligibility criteria. Admission as a Participant only 

entitles the Participant to Trading Privileges and does not confer any right of ownership 

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

profits of the SEF. 

(b) Each Participant that is an Account Manager must cause its Client(s) on behalf of which 

it places any Order or Transaction on the SEF or for which it enters into an Uncleared 

Block Trade pursuant to the SEF’s rules, to be subject to the SEF Rules. In addition, each 

Participant that is an Account Manager must provide the SEF, upon the SEF’s request, 

with written proof of authority to transact on the SEF or pursuant to the SEF Rules on 

behalf or in the name of each Client. 
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(c) Each Participant intending to trade Cleared Swaps for its own account must either be (i) 

Self-Clearing with respect to the DCO where the Cleared Swaps it will trade are cleared, 

or (ii) if it is Non-Self-Clearing, have a clearing account with a Clearing Firm and be 

listed in the Clearing Firm Agreement as being permitted to clear such Swaps at such 

DCO through such Clearing Firm. 

(d) Each Participant that is an Account Manager, Introducing Broker or Sponsoring 

Participant must ensure that each of its Clients, Customers and Sponsored Participants 

intending to trade Cleared Swaps meets the requirements of subsection (c) above. 

(e) Participants that are not, or whose Clients, Customers or Sponsored Participants are not, 

Self-Clearing or do not have a relationship with a Clearing Firm as set forth in 

subsection (c) or (d) of this Rule 3000 are prohibited from entering Orders or 

Transactions in Cleared Swaps on the SEF. 

(f) The SEF shall monitor its Participants to ensure that they continue to qualify as ECPs. If 

any Client or Customer of an Account Manager or Introducing Broker is not also a 

Participant, the SEF shall obtain from the applicable Account Manager or Introducing 

Broker a representation that such Client or Customer will be an ECP each time the 

applicable Account Manager or Introducing Broker transacts on the SEF on behalf of 

such Client or Customer. 

(g) Upon request of the SEF or its Regulatory Services Provider, each Participant (and each 

Authorized Trader) shall promptly provide to the Market Regulation Department or the 

Regulatory Services Provider (i) the names of its Customers, Client or Sponsored 

Participants (if applicable) and (ii) such information about Authorized Traders as the SEF 

requests. 

(h) The SEF may from time to time establish different categories of Participants receiving 

access to the SEF. Participants receiving comparable access to, or services from, the SEF 

will be subject to comparable fee structures. 

(i) Consistent with Applicable Law, the SEF will provide access to its trading platform and 

services on a fair and nondiscriminatory basis to any ECP that complies with the SEF’s 

documentation and eligibility requirements as set forth in the SEF Rules. 

PARTICIPANT APPLICATION AND ONGOING PARTICIPANT MATTERS 

Rule 3100 Application Requirements 

A Person that wishes to become a Participant of the SEF must: 

(a) file with the SEF an accurate and complete application and any applicable agreement as 

may be required by the SEF from time to time; 

(b) if it is an entity, provide a copy of all formation documents including any amendments 

thereto if requested by the SEF; 
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(c) if it is an applicant organized or located outside of the United States, enter into a written 

agreement acceptable to the SEF appointing a third party as its U.S. agent for service of 

process for purposes of CFTC Regulation 15.05, and shall provide the SEF with a copy 

of the agreement; 

(d) provide such other information as may be requested by the SEF; and 

(e) provide written or electronic confirmation of its status as an ECP. 

Rule 3101 Review of Application 

(a) The SEF in its discretion may conduct an investigation of any applicant that the SEF 

believes is appropriate. 

(b) The SEF shall review a prospective Participant’s application and may ask for and review 

any additional information it deems relevant. 

Rule 3102 Acceptance as a SEF Participant 

If the SEF decides to admit an applicant as a Participant, it shall notify the applicant and state in 

such notice the date on which the applicant shall become a Participant. 

Rule 3103 Conditions for Denial 

(a) The SEF may deny, condition or terminate Participant status of any Person: 

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

eligibility criteria to become or remain a Participant; 

(2) if such Person is unable to satisfactorily demonstrate its capacity to adhere to all 

applicable SEF Rules; 

(3) if such Person would bring the SEF into disrepute as determined by the SEF in its 

sole discretion; or 

(4) for such other cause as the SEF may reasonably determine. 

(b) If the SEF decides to deny or condition an application for admission as a Participant, or 

terminate a Person’s status as a Participant, the SEF shall promptly notify such Person 

(the “Affected Person”) thereof in a writing sent to the address in the SEF application 

form or maintained in the SEF’s records. Such Affected Person may, within seven (7) 

calendar days of receipt of such notification, request in writing that the SEF reconsider its 

determination. 

(c) Within thirty (30) calendar days of receiving the request for reconsideration, the SEF 

shall either confirm, reverse or modify the denial, conditioning or termination of the 

Affected Person as a Participant, and shall promptly notify the Affected Person 
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accordingly in a writing sent to the address in the SEF application form or maintained in 

the SEF’s records. 

(d) Any denials, conditionings or terminations implemented by the SEF pursuant to this Rule 

3103 will be impartially enforced. 

(e) Any denial, conditioning or termination that represents a suspension, expulsion, 

disciplinary or access denial action or other adverse action within the meaning of Part 9 

of the CFTC’s Regulations may (to the extent required thereby) be subject to review by 

the CFTC pursuant to Part 9 of the CFTC’s Regulations. 

Rule 3104 Duty to Keep Current 

If any material information in the Participant’s application becomes outdated or otherwise is 

inaccurate or incomplete for any reason, the Participant must promptly update the application. 

Within thirty (30) calendar days following the end of each calendar year, Participants shall 

review and revise, as necessary, all information provided in their applications and provide such 

revisions to the SEF. 

Rule 3105 Withdrawal of Participant 

To withdraw from the SEF, a Participant must notify the SEF of its withdrawal. Such withdrawal 

shall be accepted and effective immediately upon receipt of such notice by the SEF. 

Upon the effectiveness of the withdrawal of a Participant, all rights and privileges of such 

Participant terminate (including, without limitation, Trading Privileges). Notwithstanding the 

accepted withdrawal of a Participant, the withdrawn Participant remains subject to the SEF Rules 

and the jurisdiction of the SEF for acts done and omissions made while a Participant, and must 

cooperate in any SEF Proceeding as if the withdrawn Participant were still a Participant. 

Rule 3106 Dissolution of Participants 

All rights and privileges of a Participant terminate upon, and all obligations of a Participant shall 

survive, the dissolution of the Participant. 

Rule 3107 Jurisdiction and Application of SEF Rules 

(a) Each Clearing Firm, Participant, Supervised Person, Sponsored Participant, Client and 

Customer and any other Person (i) initiating or executing a transaction on or subject to 

the rules of the SEF directly or through an intermediary or (ii) for whose benefit such a 

transaction has been initiated or executed: 

(1) consents to the jurisdiction of the SEF with respect to any and all matters arising 

from, related to, or in connection with, the status, actions or omissions of such 

Person; 

(2) is bound by, and shall comply with, the SEF Rules and all Obligations, the DCO 

Rules and Applicable Law, in each case to the extent applicable to it; 
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(3) agrees to assist the SEF in complying with its legal and regulatory obligations, 

cooperate with the SEF, its Regulatory Services Provider(s) and the CFTC in any 

inquiry, investigation, audit, examination or proceeding, and authorizes the SEF 

to provide information regarding it to any Regulatory Services Provider, the 

CFTC or any Self-Regulatory Organization. 

(b) Any Participant or Sponsored Participant whose Trading Privileges and/or ability to 

otherwise access the SEF are revoked or terminated shall remain bound by the SEF Rules 

(in addition to any other Applicable Law) and subject to the jurisdiction of the SEF with 

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

actions or omissions of such Participant or Sponsored Participant prior to such revocation 

or termination. 

(c) An Authorized Trader who is suspended for any period remains subject to the SEF Rules, 

the Obligations and the SEF’s jurisdiction throughout the period of suspension. After 

revocation or termination of the designation of an Authorized Trader, the Authorized 

Trader remains subject to the SEF Rules, the Obligations and the jurisdiction of the SEF 

for acts done and omissions made while an Authorized Trader. Any SEF Proceeding 

relating to an Authorized Trader shall occur as if the Authorized Trader were still 

registered as such. 

Rule 3108 Notices to Participants 

(a) The SEF shall publish a notice with respect to each addition to, modification or 

clarification of the SEF Rules or of any action to implement any SEF Rules on the SEF’s 

website or via an electronic mail distribution to enable each Participant to become aware 

of and familiar with, and to implement any necessary preparatory measures to be taken 

by it with respect to, such addition or modification, prior to the effective date thereof 

(each a “Notice to Participants”). The SEF shall use good faith efforts to provide Notices 

to Participants to each Participant via electronic mail. For purposes of publication in 

accordance with the first sentence of this Rule 3108, it shall be sufficient (without 

limiting the discretion of the SEF as to any other reasonable means of communication) if 

a Notice to Participants is published on the SEF’s website. 

(b) Any Notice to Participants shall also be deemed to have been made to all Supervised 

Persons. 

Rule 3109 Authorized Traders 

(a) Each Participant shall designate one or more Authorized Trader(s) which, in the case of a 

Sponsoring Participant, may include any Person appointed, employed or authorized by a 

Sponsored Participant as provided in Rule 3110. 

(b) By agreeing to become an Authorized Trader, an individual agrees to be bound by the 

duties and responsibilities of an Authorized Trader and to be subject to, and comply with, 

the SEF Rules and Obligations. Among other duties and responsibilities that the SEF may 

impose, an Authorized Trader must: 
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(1) have the authority, at the SEF’s request, to adjust or withdraw any Order or 

Transaction submitted under any User ID assigned to him or her; 

(2) conduct activity under any User ID assigned to him or her in compliance with all 

SEF Rules and Obligations; and 

(3) ensure he or she has been assigned his or her own User ID. 

(c) To designate an Authorized Trader, a Participant must follow the procedures established 

by the SEF. The SEF may establish criteria that individuals must fulfill to become an 

Authorized Trader. 

(d) The SEF will maintain a list of all designated Authorized Traders for each Participant. 

(e) The SEF may, in its sole discretion refuse to approve an Authorized Trader or revoke or 

suspend the designation of an individual as Authorized Trader to protect other 

Participants and the integrity of the SEF and shall promptly notify the related Participant 

of such action. 

(f) To request the termination of the designation of an individual as Authorized Trader, the 

Participant must follow the procedures established by the SEF. 

(g) Each Authorized Trader shall be identified to the SEF in the manner prescribed by the 

SEF and shall be subject to the SEF Rules. It is the duty of the Participant to ensure that 

each Authorized Trader registration is current and accurate at all times. 

(h) Without limiting the foregoing, prior to accessing the SEF each Authorized Trader 

consents to abide by the SEF Rules and Applicable Law and each Participant will ensure 

on an ongoing basis that: (i) none of its Authorized Traders is subject to a 

disqualification pursuant to any Applicable Law (unless an appropriate exemption has 

been obtained with respect thereto); (ii) each of its Authorized Traders will be technically 

proficient; (iii) each of its Authorized Traders will conduct its business in a fair and 

equitable manner; and (iv) each of its Authorized Traders will comply with the SEF 

Rules and Obligations and conduct its business in accordance with Applicable Law. 

Rule 3110 Sponsored Access 

(a) A Sponsoring Participant may extend Trading Privileges to one or more Sponsored 

Participants. If the Sponsoring Participant is not the Sponsored Participant’s Clearing 

Firm, the Sponsoring Participant will provide all relevant clearing information to the SEF 

on behalf of the Sponsored Participant. Each Sponsored Participant shall designate one or 

more Authorized Traders to transact on the SEF. 

(b) The Sponsoring Participant is responsible for all Orders and Transactions placed by any 

Person acting on behalf of or in the name of the Sponsored Participant on the SEF as if 

such Orders or Transactions were placed by the Sponsoring Participant (whether or not 

the Sponsoring Participant was aware of and/or had approved the placing of such Orders 
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or Transactions). Any execution occurring as a result of an Order or Transaction entered 

by a Sponsored Participant shall be binding in all respects on the Sponsoring Participant. 

(c) The Sponsoring Participant must monitor the Sponsored Participant’s access to the SEF 

and activity on the SEF, including, but not limited to, the entry, cancellation or other 

processing of Orders, risk management, trade reporting, clearing and settlement of 

Transactions. 

(d) The Sponsored Participant is not a Participant of the SEF. The SEF has no liability to, 

and the SEF owes no duties or obligations to, nor has any responsibility for, the 

Sponsored Participant. Notwithstanding anything herein to the contrary, the Sponsored 

Participant and any other Person using a User ID or login credentials linked to a 

Participant will be subject to, and must comply with, the SEF Rules, and may be subject 

to Disciplinary Action by the SEF for any violation or attempted violation of the SEF 

Rules or provisions of Applicable Law for which the SEF has disciplinary jurisdiction. 

The Sponsored Participant will be deemed to have represented and warranted that it is an 

ECP and that it has all registrations, licenses and consents required under Applicable 

Law. The Sponsoring Participant further agrees to cooperate with the SEF, or any other 

regulator, in connection with any inquiry regarding the Sponsored Participant’s access 

and activities relating to the SEF and, in connection with such inquiry, the Sponsoring 

Participant shall ensure the cooperation of the Sponsored Participant and procure that the 

Sponsored Participant is contractually bound to cooperate with the SEF or any other 

regulator. 

(e) The Sponsoring Participant shall ensure that: 

(1) the Sponsored Participant, its directors, members, officers, employees and agents 

comply with Applicable Law and the policies and procedures issued or approved 

by the SEF and with all of the duties and/or obligations imposed on Participants 

under the SEF Rules as if the Sponsored Participant were a Participant for such 

purposes, except with respect to any such duties and/or obligations which 

manifestly only relate to the Sponsoring Participant; 

(2) the Sponsored Participant takes reasonable security precautions to prevent 

unauthorized access to and use of the SEF, including unauthorized entry of 

information on the SEF and unauthorized use of information and data made 

available by the SEF; and 

(3) the Sponsored Participant uses any market data for its own internal purposes only 

and only in accordance with the SEF Rules. 

(f) The SEF shall obtain from each Sponsoring Participant a representation that each of its 

Sponsored Participants will be an ECP at the time each such Sponsored Participant 

transacts on the SEF. 

(g) The SEF will promptly notify a Sponsoring Participant in writing of its approval, or 

refusal to approve, the designation of a Sponsored Participant. The SEF may, in its sole 
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discretion, revoke, limit, restrict or suspend the designation of a Sponsored Participant, 

and shall notify the Participant of such action in accordance with SEF procedures. 

(h) A Sponsoring Participant that seeks to terminate the designation of a Sponsored 

Participant shall notify the SEF in writing, providing such information as the SEF may 

require. The SEF shall terminate the Sponsored Participant’s access to the SEF in 

accordance with procedures established by the SEF. 

Rule 3111 [Reserved] 

Rule 3112 Introducing Brokers 

(a) An Introducing Broker will be permitted to introduce trades on the SEF on behalf of a 

Customer (which may include another Participant or an Account Manager acting on 

behalf of a Client) where such Customer has so authorized the Introducing Broker and 

notified the SEF in the form and manner specified by the SEF from time to time. 

(b) If authorized, an Introducing Broker may enter any Order, submit a Block Trade, or 

introduce to the SEF for execution any Transaction otherwise permissible under the Rules 

on behalf of such Customer. 

Rule 3113 Authorized Representatives 

(a) Each Participant shall designate an Authorized Representative(s) who will represent the 

Participant before the SEF and its committees and receive notices on behalf of the 

Participant. 

(b) The Authorized Representative shall be empowered by the Participant to act on its behalf 

and the SEF shall be entitled to rely on the actions of the Authorized Representative as 

binding on the Participant and each of its Authorized Traders. 

(c) Each Participant must provide the SEF with current contact and other requested 

information for each of its Authorized Representatives so that the SEF is able to 

immediately contact the Authorized Representatives. 

Rule 3114 Communications between the SEF and Participants 

(a) Each Participant must provide the SEF with its current electronic mail address and 

telephone number and the electronic mail address and telephone number of each of its 

Authorized Traders and immediately (and in any event within 24 hours) update this 

information whenever it changes. 

(b) All communications between the SEF and the Participant will be transmitted by 

electronic mail and/or posted on the SEF’s website, except as otherwise specified by the 

SEF. 

(c) The Participant shall be responsible for conveying such communications to all 

Supervised Persons. 
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(d) Each Participant will be responsible for promptly reviewing and, if necessary, responding 

to all electronic communications from the SEF to the Participant or any of its Supervised 

Persons. 

(e) All communications made to Participants shall also be deemed to have been made to all 

Supervised Persons. 

Rule 3115 Recording of Communications 

The Market Regulation Department and/or Regulatory Services Provider(s) may record 

conversations and retain copies of electronic communications between the SEF, on one hand, 

and Participants, Sponsored Participants, Clients or Customers or any of their Supervised 

Persons or other agents, on the other hand. Any such recordings may be retained by the SEF or 

the Regulatory Services Provider in such manner and for such periods of time as the SEF may 

deem necessary or appropriate and in accordance with Applicable Law. The SEF or Regulatory 

Services Provider will retain such recording in compliance with CFTC Regulations. 

MATERIAL CHANGES 

Rule 3200 Change of Control; Non-Assignment 

(a) A Participant must provide written notice to the SEF of any of the following changes to 

its ownership, control or business operations no later than 48 hours after any such 

changes take effect: 

(1) a merger of the Participant with another Person; 

(2) a direct or indirect acquisition by the Participant of another Participant; or 

(3) direct or indirect acquisitions or transfers of 50% or more in the aggregate of a 

Participant’s assets or any asset, business or line of operation that generates 

revenues comprising 50% or more in the aggregate of the Participant’s earnings 

measured on a rolling 36-month basis, or a change in ownership that results in one 

person owning 50% or more of a Participant’s voting equity. 

(b) A Participant may not assign its rights as a Participant without the written consent of the 

SEF, which consent shall not be unreasonably withheld. 

FEES 

Rule 3300 Fees 

(a) The SEF shall set the times and amounts of any assessments or fees to be paid by 

Participants. 

(b) Dues and other amounts owed to the SEF are payable upon receipt of the invoice. 
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(c) Participants in arrears sixty (60) days after the invoice date will forfeit all participation 

privileges, including the privilege of accessing the SEF. 

(d) The SEF shall use reasonable efforts to notify the Participant before any privileges are 

forfeited. 

Rule 3301 Volume Discounts 

The SEF may from time to time establish financial incentives for meeting trading volume, 

liquidity thresholds and/or other standards as may be established by the SEF. 

INDEPENDENT SOFTWARE VENDORS 

Rule 3400 ISVs 

(a) Consistent with Applicable Law, the SEF will provide access to its trading platform, 

services and data on a fair and nondiscriminatory basis to any ISV that complies with the 

SEF’s documentation and eligibility requirements for ISVs as set forth in the SEF Rules. 

(b) An ISV that wishes to access the SEF must: 

(1) consent to the jurisdiction of the SEF and agree to be bound by, and comply with, 

the SEF Rules and all Obligations, the DCO Rules and Applicable Law, in each 

case to the extent applicable to it; 

(2) execute an ISV participation agreement in the form supplied by the SEF; 

(3) pay the monthly access fees that may be established by the SEF from time to time, 

which fees will be comparable for ISVs receiving comparable access to, or 

services from, the SEF; 

(4) comply with the applicable technical access standards, system compatibility 

requirements, security protocols and technical specifications for connection to the 

SEF as may be specified by the SEF from time to time; 

(5) ensure that each person that uses the ISV to access the SEF is either a Participant 

or a Client or Customer of a Participant; 

(6) in the case of any Order or Transaction submitted to the SEF through the ISV, 

provide sufficient detail to identify the Participant (and, if applicable, the 

Participant’s Client or Customer) as required by the SEF; and 

(7) satisfy any other criteria that the SEF may require to perform its responsibilities 

as a Self-Regulatory Organization, comply with Applicable Law or provide 

services, provided such criteria are impartial, transparent and applied in a fair and 

nondiscriminatory manner. 
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(c) An ISV may provide data obtained from the SEF solely to Participants and/or Clients or 

Customers of a Participant in connection with such Participants’ and/or Clients’ or 

Customers’ actual and proposed trading activity on the SEF, and will not provide such 

data to any other swap execution facility, security-based swap execution facility, DCM, 

national securities exchange or other trading facility or system without the prior written 

consent of the SEF. 

BUSINESS CONDUCT REQUIREMENTS 

Rule 3500 Customers, Clients and Sponsored Participants 

No Participant shall enter an Order or enter into a Transaction in the name of a Customer or 

Client, or permit a Sponsored Participant to enter an Order or enter into a Transaction in the 

name of such Participant unless the Participant has entered into a written agreement with the 

Customer, Client or Sponsored Participant containing such terms as may from time to time be 

prescribed by Applicable Law. 

Rule 3501 Disclosure Requirements; Know Your Counterparty Requirements 

(a) Participants that are Swap Dealers or Major Swap Participants shall verify through 

representations or otherwise the status of each Swap counterparty as an ECP as provided 

in CFTC Regulations applicable to business conduct standards for Swap Dealers and 

Major Swap Participants in their dealing with counterparties. 

(b) Participants that are Introducing Brokers must verify the status of each of their Customers 

as an ECP. 

(c) Participants that are Account Managers must verify the status of each of their Clients as 

an ECP. 

(d) Participants that are Sponsoring Participants must verify the status of each of their 

Sponsored Participants as an ECP. 

(e) Each Participant and Supervised Person, Client, Customer or Sponsored Participant of a 

Participant must comply with all disclosure requirements set forth in under Applicable 

Law including any additional disclosure requirements imposed by the SEF Rules. 
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SECTION 4

TRANSACTION EXECUTION 

This Section 4 prescribes Rules concerning trade practices and business conduct on the SEF and 

applies to all Orders and Transactions. 

Rule 4000.A. Trading Hours 

Except with respect to Emergencies, the SEF shall determine and publish the Business Days of 

the SEF and the Trading Hours for each Swap. Participants are prohibited from sending any 

Order or entering into any Transaction or using any other facility of the SEF outside of the 

designated Trading Hours for the relevant Swap. The Trading Hours for each Swap shall be 

twenty-three (23) hours per Business Day other than between 5:30 p.m. and 6:30 p.m. (Eastern 

Time), in each case, subject to any variation as may be published by the SEF in a Notice to 

Participants or included in the relevant Swap Specification. 

Rule 4000.B. Swap Specifications 

(a) Notwithstanding any provision of the SEF Rules to the contrary, the terms and conditions 

set forth in the Swap Specification with respect to a particular Swap shall govern the 

trading in such Swap on the SEF and, in the event of any conflict between the general 

terms of the SEF Rules excluding the Swap Specifications and the particular terms of the 

SEF Rules set forth in the Swap Specification, the particular terms of the SEF Rules set 

forth in the Swap Specification shall govern with respect to trading in the relevant Swap 

on the SEF. 

(b) The Swap Specification for each individual Swap may specify: 

(1) different classes of Participants eligible to trade such Swaps. Each such class of 

Participants shall have the rights and obligations specified by the Swap 

Specification for each such Swap; 

(2) whether such Swap may be settled via cash settlement, physical delivery of the 

underlying commodity, or by any other means, as applicable; and 

(3) the method for determining settlement prices. 

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

manipulation. 

Rule 4001 Procedures 

(a) With respect to trading on or though the SEF or subject to the SEF Rules, the SEF may 

adopt, without limitation, procedures relating to Transactions in Swaps and trading on the 

SEF or subject to the SEF Rules, including procedures to: 

(1) disseminate the prices of bids and offers on, and Transactions in, Swaps; 
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(2) record, and account for, Swaps and SEF activity and regulate administrative 

matters affecting Swaps and SEF activity; 

(3) establish daily limits (or such other frequency as may be determined from time to 

time by the SEF) on the notional amount and/or risk of Orders or Transactions 

that may be submitted by a Participant through the SEF or subject to the SEF 

Rules; 

(4) establish limits on Swaps that may be held by a Participant; 

(5) establish a limit on the maximum daily price fluctuations for any Swap and 

provide for any related restriction or suspension of trading in the Swap; 

(6) establish minimum price quoting increments for each Swap; and 

(7) require a suspended or expelled Participant, or a Participant with restricted trading 

rights, to have Swaps executed for the Participant to reduce or eliminate any open 

position or exposure to future price changes for the Participant in any Swap. 

(b) The SEF may, in its discretion and at any time, amend any procedures adopted pursuant 

to Rule 4001(a), and will publish the amendments in a Notice to Participants or in any 

other manner determined appropriate by the SEF. 

Rule 4002 Required Identifications 

(a) Each Participant and all related Authorized Traders (including those of its Sponsored 

Participants) must have a User ID assigned in accordance with the procedure adopted by 

the SEF from time to time in order to access the SEF. The User ID assigned to an 

Authorized Trader may not be reassigned to another Authorized Trader. 

(b) Orders entered on the SEF must include the User ID assigned to the Authorized Trader. 

An Authorized Trader is prohibited from allowing any other Person to use such unique 

identification to enter Orders on the SEF. No Person may enter Orders on the SEF using a 

User ID that has not been assigned to such Person. 

(c) Each Participant shall be responsible for all Orders or Transactions placed using any of 

the User IDs assigned to its Authorized Traders or those of any of its Sponsored 

Participants. 

(d) Participants must terminate an Authorized Trader’s access to the SEF upon termination of 

the Authorized Trader’s employment at, or authorization or appointment by, the 

Participant or Sponsored Participant (as applicable). 

Rule 4003.A. Execution of Transactions 

(a) No Person shall execute a Required Transaction subject to the SEF’s jurisdiction other 

than via the Order Book unless such Transaction is a Block Trade, Package Transaction 

(Order Book Exempt) or an End-User Exempt Transaction. No Person shall enter into an 
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End-User Exempt Transaction subject to the SEF’s jurisdiction unless it (or, if applicable, 

its Customer, Client or Sponsored Participant) or the counterparty to the Swap is eligible 

for and elects to rely on the End-User Clearing Exception. Upon request of the SEF, a 

Participant, Sponsored Participant, Customer or Client shall submit to the SEF all 

documentation supporting eligibility for the End-User Clearing Exception. 

(b) Permitted Transactions (including Permitted Cross Transactions) may be executed 

through the SEF’s Order Book as described in Rule 4003.B. In addition, Permitted Cross 

Transactions may be executed away from the SEF’s Order Book as described in Rule 

4004. Certain Permitted Transactions may also be executed via Risk Mitigation Sessions 

as specified in Rule 4018 and the tpSEF Risk Mitigation Procedures. 

(c) Any Package Transaction (Order Book Exempt) may be executed in the same manner as 

any Permitted Cross Transaction as described in Rule 4004. A Package Transaction 

(Order Book Exempt) may be executed through the SEF’s Order Book provided an Order 

Book is available. 

(d) Block Trades are required to be executed in accordance with the requirements of Rule 

4016. 

(e) No executed Transactions may be submitted to the SEF other than Block Trades that 

occur away from the SEF and that are executed in accordance with the requirements of 

Rule 4016. 

Rule 4003.B. Order Book 

(a) All Orders posted to the Order Book are firm (i.e., there are no indications of interest or 

indicative quotes allowed). 

(b) An acceptable Order must include a specific price and size, as well information meeting 

the requirements of Rule 8001. 

(c) Order Types. 

(1) An acceptable Order must indicate the time in force, which may include the 

following: 

(i) “Day” Orders are only good for the Business Day and applicable Trading 

Hours in which they are entered. 

(ii) “Fill-or-Kill” (“FOK”) Orders must be immediately executed for the 

entire size of the Order or are cancelled automatically. 

(iii) “Immediate or Cancel” (“IOC”) Orders must be executed fully or partially 

and, if partially, the remaining quantity is cancelled automatically. 

(iv) “Good ‘til Time” (“GTT”) Orders are cancelled after a specified time if no 

matching Order is placed. 
-37- 

(v) “Good ‘til Price” (“GTP”) Orders will be cancelled if the reference price 

of the specified instrument is moved up or down (depending upon whether 

the Order is a bid or offer). 

(vi) “One Cancels Other” (“OCO”) Orders are paired Orders stipulating that if 

one of the Orders is executed, the other is automatically cancelled. 

(2) Good ‘til Time, Good ‘til Price and One Cancels Other Orders are all also Day 

Orders, in that they are only good for the Business Day and applicable Trading 

Hours in which they are entered, even if the time, price or execution conditions 

are not otherwise met. 

(3) Not all Orders types are available for all Swaps. The table below shows the Order 

types available for each asset class: 

Asset Class Day FOK IOC GTT GTP OCO 

Credit      

Commodities   ×  × × 

Rates      

Non-Deliverable Forwards      

Equities     × × 

FX Options  ×    

(d) Pre-Trade Controls. 

(1) Order Limits. The SEF may, within its sole discretion, set Order limits by 

product and by instrument within a particular asset class. The following types of 

Order limits may be imposed: 

(i) Order Size Limit (OSL): This is the maximum size allowed for any single 

Order. Any Order submitted will be checked against the product/asset 

class’s Order Size Limit, and if the Order exceeds this limit, such Order 

will be rejected and the Participant will be notified. 

(ii) Order Price Limit (OPL): This is the maximum price differential allowed 

for any Order. Any Order submitted will be checked against the 

product/asset class’s Order Price Limit and if the Order exceeds this limit, 

it will be rejected and the Participant will be notified. The price 

differential will be calculated as follows: 

(Order price entered) - (Instrument Reference Price) = |Price Differential| 

The “Instrument Reference Price” is an estimated current price for the 

relevant Swap, based on either current trading data for that instrument on 
-38- 

the SEF and elsewhere, or, in the absence of current trading data for the 

relevant Swap, implied from current trading data for other instruments. 

(2) Price Tick Deviation. If the price for any Order entered into the Order Book is 

greater than (i) the top contra-Order price or, if no contra-Orders exist in the 

Order Book, the Instrument Reference Price, plus (ii) the specified number of tick 

increments in the Maximum Price Tick Deviation parameter for the Swap, the 

Order will be rejected. The Maximum Price Tick Deviation parameter for each 

Swap is determined by the SEF from time to time in its sole discretion. 

(3) Restriction Against Self-Trading. The Order Book system is configured to 

prohibit the matching of Orders placed by Authorized Traders of the same 

Participant. 

(e) Implied Orders. The SEF offers limited implied order functionality. Under this 

functionality, individual separate Orders, which in aggregate would form the legs of a 

liquid spread trade, are displayed in the Order Book both as individual outright trades and 

in aggregate as a spread trade. This functionality is only made available for tenors at 

which spread trades are customarily transacted as determined by the SEF from time to 

time and displayed on the Order Book. 

(f) Order Entry. 

(1) Orders, including Orders for Required Cross Transactions and Permitted Cross 

Transactions, may be entered into the Order Book for execution either (i) directly 

by any Participant that has established direct connectivity to the SEF’s Order 

Management System, or (ii) by an Execution Specialist acting on the instruction 

of a Participant. Order information may be communicated by Participants to 

Execution Specialists via telephone and/or via electronic modes of 

communication such as email and instant message. Participants that elect not to 

establish direct connectivity to the OMS may execute a “Terms of Use and SEF 

Order Book Waiver” in lieu of the “Terms of Use”, which is executed by those 

Participants who have elected to establish such direct connectivity. During the 

effectiveness of its “Terms of Use and SEF Order Book Waiver,” a Participant 

must access the Order Book via an Execution Specialist both for Transactions that 

must be executed on Order Book pursuant to Rule 4003.A. and for Transactions 

voluntarily executed on the Order Book. Any such Participant may elect to 

establish direct connectivity to the OMS at any time by executing the full “Terms 

of Use” and terminating its “Terms of Use and SEF Order Book Waiver”. For the 

avoidance of doubt, all Participants, including those that have signed the “Terms 

of Use and SEF Order Book Waiver”, are required to comply with the 

requirements on Rule 4003.A. relating to the execution of Required Transactions. 

(2) An Order placed on the Order Book may be cancelled provided such Order has 

not been executed. The price or size of an Order placed on the SEF that has not 

fully traded may be revised. If the size is reduced, the time priority originally 

assigned to the Order does not change. Revising the price or increasing the size 
-39- 

will reset the Order’s time priority in the queue to the time the SEF receives the 

revision. 

(3) When an Authorized Trader logs off, all of its Orders on the Order Book are 

terminated provided that the Authorized Trader is the owner of the Order and has 

not entered the Order on behalf of a Customer. If for any reason the connection to 

the SEF is lost, all Orders entered from that location on the SEF are deactivated. 

(g) Order Book Display and Interaction. 

(1) Once an Order is entered into the Order Book, the Order is displayed 

simultaneously to all Participants that have established direct connectivity to the 

OMS and may be transacted on as described in Rule 4003.B.(h) below. 

(2) All Orders will be displayed on an anonymous basis and each Order Book 

platform will show, in real-time, the best price and the depth per product. 

(3) For Participants that have direct connectivity to the OMS, each Order Book 

platform displays all executions to all Participants, and for each individual 

Participant, its Order and execution history for the trading day. 

(4) The SEF’s Order Book supports the following Order interactions on any active 

Order, which may be taken only by the Participant who submitted the Order or by 

an Execution Specialist acting on the Participant’s instructions: 

(i) Amend, and 

(ii) Cancel (If a partially executed Order is cancelled, only the balance of the 

Order is cancelled.) 

(5) Information regarding Orders on the Order Book will be provided upon request to 

any Participant by an Execution Specialist via telephone and/or via electronic 

modes of communication such as email and instant message. 

(h) Matching of Orders on the Order Book. 

Orders may be either matched automatically or manually hit or lifted as described in this 

Rule 4003.B.(h). In each case, Orders will be executed using price and time priority. 

(1) Ability to Trade. In the case of either Manual Matching or Automatic Matching 

as described in this Rule 4003.B.(h): 

(i) An Order for a Cleared Swap may only be hit or lifted by, or matched with 

a contra-Order for, a Participant (or a Participant’s Customer or Client) 

that is, or whose Clearing Firm is, a Clearing Member at the DCO at 

which the Swap is to be cleared, and 
-40- 

(ii) An Order for an Uncleared Swap may only be hit or lifted by, or matched 

with a contra-Order for, a Participant (or a Client or Customer of a 

Participant) that has swap trading relationship documentation in place with 

the relevant counterparty and only to the extent that each counterparty has 

available credit line, both as described in Rule 4013.B. 

(2) Manual Matching. Subject to the requirements of Rule 4003.B.(h)(1) above, a 

Participant may manually hit or lift, in whole or in part, any resting Order within 

the Order Book that is (i) at the best price(s) within the market for the relevant 

product, and (ii) if there are multiple Orders at the same price(s), entered first in 

the Order Book. 

(3) Automatic Matching. Subject to the requirements of Rule 4003.B.(h)(1) above 

and depending on Order type (as described in Rule 4003.B.(c)) and the Orders 

resting on the Order Book, Orders entered into the Order Book will be 

automatically (i) matched (fully or partially) to one or more Orders within the 

Order Book based on price and time priority or (ii) cancelled. Certain Order Book 

platforms do not support Automatic Matching. 

Rule 4004 Permitted Cross Transactions 

(a) Permitted Cross Transactions may either be: 

(1) Executed through the SEF’s Order Book as described in Rule 4003.B., or 

(2) Submitted to the SEF for execution away from the SEF’s Order Book either (x) to 

an Execution Specialist or (y) for Transactions that are in the Rates asset class or 

that are non-deliverable forwards, directly by Participants that have established 

direct electronic connectivity to the OMS. 

(b) Permitted Cross Transactions that are submitted directly to the SEF for execution away 

from the Order Book are executed via the OMS using Off-Book Ticket Functionality. 

Permitted Cross Transactions that are submitted to an Execution Specialist for execution 

away from the Order Book may be executed either via the SEF’s Deal Management 

System or, if available, via the OMS using Off-Book Ticket Functionality. A Participant 

submitting a Permitted Cross Transaction to an Execution Specialist must provide the 

information required by Rule 8001. Permitted Cross Transactions may be communicated 

to an Execution Specialist via telephone and/or via electronic modes of communication 

such as email and instant message. 

Rule 4005 Mishandling of Orders 

Any Person that mishandles any Order is responsible for all remedial actions with respect to such 

Order. 

Rule 4006 Trading Halts 

The SEF, in its sole discretion, may declare a trading halt at any time. 
-41- 

Rule 4007 Termination of the SEF Connection 

The SEF shall have the right to summarily terminate the direct, electronic connection of any 

Participant to the SEF. Additionally, the SEF shall have the right to direct a Participant to 

immediately terminate the direct, electronic access to the SEF of any Sponsored Participant. Any 

such termination shall be impartially enforced and shall be invoked only for technical reasons. 

Any affected Participant or Sponsored Participant shall continue to have access to the SEF by 

means of an Execution Specialist, unless such access is denied in accordance with the procedures 

set forth in Rule 3103 or elsewhere in the SEF Rules. 

Rule 4008 Risk Controls 

(a) The SEF may, in its sole discretion, to protect other Participants and the integrity of the 

SEF, reject any Order or Transaction placed or reported on the SEF. 

(b) The SEF shall have the right to take any action to reduce the potential of market 

disruption, including, but not limited to, market restrictions that pause or halt trading if 

such action is in the best interest of the swap markets and/or the SEF. 

Rule 4009 Priority of Execution for Orders Received by a Participant 

Orders received by a Participant must be entered on to the SEF in the sequence received, subject 

to the following sentence. Participants shall not enter an Order into the SEF for his own account, 

an account in which he has a direct or indirect financial interest or an account over which he has 

discretionary trading authority, including, without limitation, an Order allowing discretion as to 

time and price, when such Person is in possession of any Order for another Person that the SEF 

is capable of accepting. 

Rule 4010 Trading Against Customers’ Orders Prohibited; Withholding Orders 

Prohibited 

(a) No Participant in possession of a Customer’s Order shall knowingly take, directly or 

indirectly, the opposite side of such Order for its own account, an account in which it has 

a direct or indirect financial interest or an account over which it has discretionary trading 

authority. 

(b) The foregoing restriction shall not apply to the following: 

(1) Block Trades, and 

(2) Transactions where the Customer has consented to the extent required by 

Applicable Law. 

(c) Except as otherwise explicitly permitted under this Rule 4010(c) and Rule 5203(b), no 

Person shall (i) disclose another Person’s Order to buy or sell except to a designated SEF 

Official or the CFTC, (ii) solicit or induce another Person to disclose Order information 

or (iii) take action or direct another to take action based on non-public Order information, 

however acquired. The mere statement of opinions or indications of the price at which a 
-42- 

market may open or resume trading does not constitute a violation of this Rule. Nothing 

contained in this Rule 4010(c) shall prevent a Person from disclosing information as may 

be required by legal process (including subpoena or demand for productions) or to such 

Person’s agents or advisors (including, but not limited to, accountants and auditors and 

legal counsel). 

(d) Any Participant entering Orders on the SEF for its Customer or Client shall not withhold 

or withdraw from the market any Order , or any part of an Order , for the benefit of any 

Person other than such Customer or Client. 

(e) A Participant must immediately enter into the SEF all Orders received from its 

Customers that are executable immediately. If a Participant cannot immediately enter into 

the SEF an Order received from its Customer, the Participant must enter the Order into 

the SEF as soon as practicable, and must immediately create an electronic record as 

provided in Rule 8002. 

Rule 4011 Simultaneous Buy and Sell Orders For Different Beneficial Owners 

(a) With respect to Required Cross Transactions, the following conditions must be satisfied: 

(1) in the case of an execution by a Participant as principal/dealer against a customer 

Order, enter the customer Order into the Order Book as a firm quote at least 15 

seconds before entering its Order into the Order Book, or 

(2) in the case of an execution by a Participant acting as broker of two customers’ 

Orders against each other, enter one Order (the “Displayed Order”) into the Order 

Book as a firm quote at least 15 seconds before entering the other Order (the 

“Waiting Order”) into the Order Book.

(b) With respect to a Required Cross Transaction subject to Rule 4011(a)(2) above, any 

Participant, Sponsored Participant, Customer or Client whose Order is the Waiting Order 

shall not, directly or indirectly, execute against the Displayed Order prior to the time that 

entry of the Waiting Order is permitted under Rule 4011(a)(2) above. 

Rule 4012 Confirmations and USIs 

(a) The SEF will generate and send a Confirmation to each counterparty to a Transaction, 

which Confirmation (including, with respect to Uncleared Swaps, the Terms Incorporated 

by Reference as defined in Rule 4012(d)(1)) shall legally supersede any previous 

agreement and shall constitute a confirmation as defined in CFTC Regulation 45.1. The 

Confirmation shall contain, among other things: 

(1) the USI for the Transaction; and 

(2) the identity of the Swap Data Repository to which the Transaction is being 

reported. 
-43- 

(b) The SEF will send a Confirmation to each counterparty to a Transaction executed on the 

SEF at the time of execution. With respect to certain products, Transactions and 

counterparties, a Confirmation may be provided on the SEF’s behalf by MarkitSERV’s 

Organized Trading Venue (OTV) Confirmation Service or other similar confirmation 

service. Each Participant shall review the Confirmation for a Transaction executed on or 

pursuant to the rules of the SEF as soon as practicable upon transmission of such 

Confirmation to the Participant. 

(c) Regardless of the means of delivery, pursuant to these rules, each Participant, Sponsored 

Participant, Customer and Client agrees that the Confirmation represents legally binding 

documentation memorializing the agreement of the parties to all the terms of the 

Transaction. 

(d) Confirmations for Uncleared Swaps. 

(1) The economic terms specific to an Uncleared Swap agreed by Participants shall 

be reflected by the SEF in a written communication (the “Trade Communication”) 

sent to the applicable Participants. The Trade Communication, together with the 

documents and agreements (including, without limitation, ISDA master 

agreements, other master agreements, terms supplements, master confirmation 

agreements and incorporated industry definitions) governing such Transaction 

existing at the time of such commitment to which the Participants are party (the 

“Terms Incorporated by Reference”) shall, taken together, for purposes of CFTC 

Regulation 37.6(b) comprise all of the terms of such Transaction and serve as a 

Confirmation of such Transaction. The provisions of this Rule 4012(d) relating to 

Terms Incorporated by Reference rely on relief granted by the CFTC in NoAction Letter 15-25, which expires at 11:59 p.m. (Eastern Time) on March 31, 

2016. Upon the expiry of No-Action Letter 15-25, the provisions of this Rule 

4012(d) will cease to apply. 

(2) In satisfaction of the obligations imposed on the SEF under CFTC 

Regulation 37.6(b), (i) each Trade Communication (and thus each Confirmation) 

is deemed to incorporate the Terms Incorporated by Reference, and (ii) the 

Participants hereby agree that the provisions of Rule 4012(d)(3) shall govern any 

conflicting terms. All Confirmations for Uncleared Swaps that are generated and 

issued directly by the SEF shall state that they incorporate by reference any 

previously-negotiated freestanding agreement of the counterparties governing 

such Transaction. 

(3) 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. This requirement shall be included in all 

Confirmations issued by the SEF. 

(4) For each Uncleared Swap executed on or pursuant to the rules of the SEF, each 

previously-negotiated freestanding agreement of the counterparties included in the 

Terms Incorporated by Reference must be available to the SEF and/or the CFTC 
-44- 

staff upon request within a reasonable period of time. Any such agreements 

provided to the SEF in connection with a CFTC request will be furnished to the 

CFTC as soon as they are available. 

(e) The USI referred to in 4012(a) above shall be created by the SEF and transmitted to each 

counterparty as soon as technologically practicable in accordance with CFTC Rule 

45.5(a)(2). 

Rule 4013.A. Cleared Swaps 

(a) Each Cleared Swap shall be cleared through the DCO indicated in the Swap Specification 

or agreed by the parties in accordance with the Applicable Law. 

(b) For each Cleared Swap a Participant expects to enter into via the SEF or subject to the 

SEF Rules, the Participant or a Participant’s Client or Customer, as applicable, must 

establish a clearing account with the relevant DCO or with a Clearing Firm that is a 

Clearing Member of such DCO. 

(c) Promptly upon the execution of each Transaction in a Cleared Swap, the SEF shall 

submit the Transaction (which may include submission through a middleware provider) 

to the relevant DCO. A Transaction will be deemed to have been accepted for, or rejected 

from, clearing upon receipt of appropriate notice, in accordance with Applicable Law, 

from the DCO or from a third party acting on behalf of the DCO as authorized by the 

DCO for such purpose. The acceptance of a Transaction for clearing shall not relieve any 

Participant, Client or Customer of the duty to act in good faith and with reasonable care 

and diligence. 

(d) If a Transaction in a Cleared Swap (including a Transaction that is a component leg of a 

Package Transaction) is rejected by the DCO or a third party acting on behalf of the 

DCO, such Transaction is void ab initio and shall be cancelled by the SEF. The SEF 

Rules do not permit trades that are rejected from clearing to be held in a suspended state 

and then re-submitted. 

(e) Rejected Transactions in Cleared Swaps. 

(1) If the SEF determines pursuant to the procedures set forth in Rule 5103.C. that a 

Transaction in a Cleared Swap (including a Transaction that is a component leg of 

a Package Transaction) is rejected from clearing (i) because of a clerical or 

operational error or omission made by the SEF or by one of the counterparties to 

the Transaction or its agent, or (ii) in the case of a component leg of a Package 

Transaction, due to the sequencing of the submission of the component legs of the 

Package Transaction, a new trade, with terms and conditions that match the terms 

and conditions of the original trade, other than any such error or omission and 

time of execution, may be executed on the SEF and submitted for clearing without 

having been executed pursuant to the methods set forth in CFTC Regulations 

37.9(a)(2) or 38.500. 
-45- 

(2) If the SEF is able to identify and determine how to correct the error or omission, it 

may execute the new trade without obtaining the consent of the counterparties. 

(3) If the SEF is unable to determine how to correct the error or omission, the SEF, at 

its election, may either (x) seek guidance from the counterparties (and, if 

applicable, their agents and/or Clearing Firms) with respect to how to correct the 

error after which the SEF may then correct the error with the consent of both 

counterparties, or (y) elect not to fix the Transaction, in which case the 

Transaction will be treated as void ab initio and shall be cancelled by the SEF. 

(4) Execution of a new trade pursuant to this Rule 4013.A.(e) must comply with the 

requirements specified in Rule 4017 and must occur as quickly as technologically 

practicable after receipt of notice of the rejection by the DCO, but, in any event, 

no later than sixty (60) minutes from issuance of such notice. If the resubmitted 

Transaction is rejected, such Transaction will be void ab initio and shall be 

cancelled by the SEF. The counterparties may not resubmit a new Transaction a 

second time. 

(5) The procedure set forth in this Rule 4013.A.(e) is not available with respect to 

Transactions that are rejected from clearing for credit reasons. 

(6) This Rule 4013.A.(e) relies on relief granted by the CFTC in No-Action Letter 

15-24, which expires at 11:59 p.m. (Eastern Time) on June 15, 2016. Upon the 

expiry of No-Action Letter 15-24, this Rule 4013.A.(e) will cease to apply. 

(f) Erroneously Cleared Transactions. 

(1) If it is determined pursuant to the procedures set forth in Rule 5103.C. that a 

Transaction in a Cleared Swap (including a Transaction that is a component leg of 

a Package Transaction) was incorrectly executed or cleared as the result of a 

clerical or operational error or omission, the SEF may permit the original 

counterparties to the Transaction to enter into a prearranged Transaction on the 

SEF that offsets the Transaction carried on the DCO’s books (an “Offsetting 

Transaction”), without the Offsetting Transaction having to be executed pursuant 

to the methods required in CFTC Regulations 37.9(a)(2) and 38.500. The SEF 

may also permit the original counterparties (or, if the wrong legal entity was 

assigned as a counterparty to the original Transaction, the intended 

counterparties) to enter into a prearranged Transaction on the SEF that corrects 

the errors in the original Transaction (“Correcting Transaction”), without the 

Correcting Transaction having to be executed pursuant to the methods required in 

CFTC Regulations 37.9(a)(2) and 38.500. 

(2) If the SEF is able to identify and determine how to correct the error or omission, it 

may execute the Offsetting Transaction and the corresponding Correcting 

Transaction without obtaining the consent of the counterparties. 

(3) If the SEF is unable to determine how to correct the error or omission, the SEF 

may either (x) seek guidance from the counterparties to the Transaction and, if 
-46- 

applicable, their agents and/or Clearing Firms, after which the SEF may then 

correct the error by executing an Offsetting Transaction and corresponding 

Correcting Transaction with the consent of both counterparties, or (y) elect not to 

correct the error, in which case the original Transaction shall stand as executed. 

(4) Offsetting Transactions and Correcting Transactions executed pursuant to this 

Rule 4013.A.(f) must comply with the requirements specified in Rule 4017 and 

must be executed and cleared no later than three (3) days after the original, 

erroneous Transaction was executed. 

(5) The procedure set forth in this Rule 4013.A.(f) is available only with respect to 

clerical or operational errors or omissions made by the SEF, a counterparty to a 

Transaction or an agent of a counterparty to a Transaction. 

(6) This Rule 4013.A.(f) relies on relief granted by the CFTC in No-Action Letter 15-

24, which expires at 11:59 p.m. (Eastern Time) on June 15, 2016. Upon the expiry 

of No-Action Letter 15-24, this Rule 4013.A.(f) will cease to apply. 

(g) The SEF shall have the right to (i) suspend Trading Privileges of the Participant(s) or 

Sponsored Participant(s) that executed one or more rejected Transactions or prohibit 

further trading on behalf of the Client(s) or Customer(s) on whose behalf any rejected 

Transaction(s) were executed, or (ii) take any other action permitted by the SEF Rules. 

The liability for any losses arising out of or in connection with a rejected Transaction will 

be determined by the parties to the Transaction. For the avoidance of doubt, the SEF will 

have no liability for any such losses. 

(h) It shall not be a condition for access to the SEF that any Participant be subject to a 

breakage agreement. This includes breakage agreements in respect of Package 

Transactions. 

(i) Each Person that is registered, or required to be registered, with the CFTC as a Swap 

Dealer or Major Swap Participant is responsible for compliance with the mandatory 

trading requirement under Section 2(h)(8) of the CEA when such Person enters into, or 

facilitates entry into, a Swap that is subject to the Clearing Requirement. 

Rule 4013.B. Uncleared Swaps 

A Participant may enter into an Uncleared Swap only with a counterparty with which such 

Participant has swap trading relationship documentation that meets the requirements of 

Applicable Law. A Participant may enter into an Uncleared Swap on behalf of a Customer or 

Client only if such Customer or Client has swap trading relationship documentation with the 

relevant counterparty that meets the requirements of Applicable Law. The Participant and/or 

Customer or Client shall provide any information requested by the SEF in the processing and 

settlement of such Uncleared Swaps. In addition, a Participant, Customer or Client may, from 

time to time, input onto the SEF’s systems, either itself, or by instructing an Execution 

Specialist, the credit line for any or all parties with which it has such swap trading relationship 

documentation. 
-47- 

Rule 4014 Information Regarding Orders and Dissemination of Trade Data 

The SEF may make information regarding Orders (including prices and amounts), Transactions 

and any other matters it may deem appropriate available to Participants and other Persons at such 

times and in such manner (whether through the SEF, a ticker, financial information services or 

otherwise) as it may consider necessary from time to time. In accordance with Rule 5702, each 

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

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

time to time. 

Participants are hereby notified that the SEF discloses swap transaction and pricing data for 

publicly reportable swap transactions executed on the Order Book prior to the public 

dissemination of such data by the relevant Swap Data Repository. This data is available to all 

Participants that have elected to obtain a connection to the Order Book and is disclosed to such 

Participants contemporaneously with the transmission of the data to the applicable Swap Data 

Repository for public dissemination. 

Rule 4015 Enforceability 

A Transaction entered into on or pursuant to the Rules shall not be void, voidable, subject to 

rescission or otherwise invalidated or rendered unenforceable as a result of (a) a violation by the 

SEF of the provisions of Section 5h of the CEA or Part 37 of the CFTC Regulations or (b) any 

CFTC proceeding to alter or supplement a rule, term or condition under Section 8a(7) of the 

CEA, to declare an emergency under Section 8a(9) of the CEA, or any other proceeding the 

effect of which is to alter, supplement or otherwise require the SEF to adopt a specific term or 

condition, trading rule or procedure or to take or refrain from taking a specific action. 

Without limiting the generality of the foregoing, failure of the SEF to broadcast any message in 

respect of a Transaction made on the SEF shall not invalidate any Transaction recorded by the 

SEF. 

Rule 4016 Block Trades 

The following shall govern all Block Trades in Swaps: 

(a) All Block Trades, unless otherwise exempted by a SEF Rule, must comply with the 

requirements set forth in Rule 8003. 

(b) Block Trades that occur away from a trading system or platform of the SEF must be 

submitted to the SEF in a manner prescribed from time to time by the SEF. Each such 

submission must include all of the data required by Parts 43 and 45 of the CFTC 

Regulations, including without limitation (i) a notification to the SEF of the parties’ 

election to have the Transaction treated as a Block Trade, and (ii) the actual notional or 

principal amount of the Transaction. The parties entering into a Block Trade must agree 

upon which party shall be responsible for reporting all terms of the Transaction to the 

SEF, and such designated party must report the Block Trade to the SEF as soon as 

technologically practicable after execution, but no later than ten (10) minutes after 
-48- 

execution. Only Block Trades that are not Cleared Swaps are permitted to occur away 

from a trading system or platform of the SEF. 

(c) Upon receipt of the submission of a Block Trade as required by Rule 4016(b), the SEF 

will review the submission, and will report the Transaction as required by Parts 43 and 45 

of the CFTC Regulations as soon as technologically practicable after execution. Such 

report to the SDR will include among other things the actual notional or principal amount 

of the Transaction and a notification to the Swap Data Repository of the parties’ election 

to have the Transaction treated as a block trade. 

(d) Package Transactions may be executed as Block Trades, provided that each component is 

for a quantity that is equal to or in excess the Appropriate Minimum Block Size. 

(e) A Participant transacting a Block Trade on behalf of a Client or Customer must receive 

prior written instruction or consent from the Client or Customer to do so. 

(f) Except as may be permitted by CFTC Regulation 43.6(h)(6), the aggregation of Orders 

across multiple Customers or Clients in order to meet the Appropriate Minimum Block 

Size is prohibited. 

(g) Each party to a Block Trade shall comply with all applicable SEF Rules and, without 

limiting the generality of the foregoing, each such party shall be an ECP. 

(h) Any Block Trade in violation of these requirements may constitute conduct which is 

inconsistent with just and equitable principles of trade. 

(i) Upon request by the SEF, each party to a Block Trade shall produce satisfactory evidence 

that the Block Trade meets the requirements set forth in the SEF Rules. 

(j) In accordance with CFTC No-Action Letter 15-60, expiring November 15, 2016, until 

11:59 p.m. (Eastern Time) on November 15, 2016, Cleared Block Trades must be 

executed on a non-Order Book trading system or platform of the SEF. Each Order 

underlying such a Cleared Block Trade must comply with the requirements for Order 

information set forth in Rule 8001 and shall include a notification to the SEF of the 

party’s election to have the resultant publicly reportable swap transaction treated as a 

Block Trade. In addition, all such Cleared Block Trades must comply with the preexecution credit check requirements set forth in Rule 4017 and all other applicable SEF 

Rules and CFTC Regulations. For the avoidance of doubt, all Block Trades in Cleared 

Swaps must be executed on a non-Order Book trading system or platform of the SEF in 

accordance with this Rule 4016(j) in order to facilitate compliance with Rule 4017. 

Rule 4017 Pre-Execution Credit Checks 

(a) At the time of submitting an Order for any Cleared Swap (including any Cleared Swap 

that is a leg of a Package Transaction) or any Cleared Block Trade, a Participant must 

designate a Clearing Member with regard to the Transaction, which may be either the 

relevant party to the Transaction if such party is Self-Clearing or a designated Clearing 

Firm if the relevant party to the Transaction is Non-Self-Clearing. 
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(b) Prior to the execution of any Order for a Cleared Swap (including any Cleared Swap that 

is a leg of a Package Transaction) or any Cleared Block Trade for which the relevant 

party is Non-Self-Clearing, the SEF will facilitate pre-execution credit screening by or on 

behalf of the designated Clearing Firm. Upon receiving confirmation that the Order or 

Cleared Block Trade satisfies the Clearing Firm’s pre-execution limits with respect to 

such party, the SEF will accept the Order or Cleared Block Trade for execution. If the 

SEF does not promptly receive confirmation or receives confirmation that the Order or 

Cleared Block Trade does not satisfy the Clearing Firm’s pre-execution limits with 

respect to such party, the SEF will cancel the Order or Cleared Block Trade. 

(c) Any party that is Self-Clearing with respect to a Transaction is deemed to represent, by 

submitting an Order for its proprietary account, that it has completed pre-execution 

screening of its internal clearing risk limits for proprietary accounts. 

Rule 4018 Risk Mitigation Sessions 

The SEF may conduct periodic anonymous risk mitigation sessions in accordance applicable 

CFTC guidance and no-action positions and the tpSEF Risk Mitigation Procedures (such 

sessions, “Risk Mitigation Sessions”). Information on upcoming Risk Mitigations Sessions are 

made available by the SEF on its website. The tpSEF Risk Mitigation Procedures are attached 

hereto as Appendix C. 

POSITION LIMITS AND POSITION ACCOUNTABILITY LEVELS 

Rule 4100 SEF Rules Do Not Limit Emergency Powers 

Nothing contained in the SEF Rules relating to position limits shall in any way be construed to 

limit the ability of the SEF to take an Emergency Action as enumerated in the SEF Rules, and, 

unless the Board in taking an Emergency Action shall state otherwise, any such Emergency 

Action shall be effective with respect to all Participants, Sponsored Participants, Clients and 

Customers regardless of whether an exemption from the position limits has previously been 

granted pursuant to these SEF Rules. 

Rule 4101 Position Limits 

(a) To reduce the potential threat of market manipulation or congestion, the SEF shall adopt 

for each of the contracts of the SEF, as is necessary and appropriate, position limits for 

speculators. 

(b) Except as otherwise provided by the SEF Rules, no Person, including a Participant, 

Sponsored Participant, Client or Customer, may hold or control a position in excess of 

such position limits, and no Person may maintain a position in excess of such position 

limits for a Client or Customer if such Person knows, or with reasonable care should 

know, that such position will cause such Client or Customer to exceed the applicable 

position limits. 

(c) Position limits shall apply to (i) all positions in accounts for which any Person, by power 

of attorney or otherwise, directly or indirectly holds positions or controls trading, and 
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(ii) positions held by two or more Persons acting pursuant to an expressed or implied 

agreement or understanding, as if the positions were held by, or the trading of the 

positions were done by, a single Person. 

Rule 4102 Exemptions from Position Limits 

Any Person seeking an exemption from the position limits referred to in Rule 4101 must file an 

application with the SEF in the manner and within the time limits prescribed by the SEF. The 

SEF shall notify the applicant whether the exemption has been approved and whether the SEF 

has imposed any limitations or conditions on the exemption. The decision of the SEF shall be 

final. 

Rule 4103 Position Accountability 

(a) To reduce the potential threat of market manipulation or congestion, the SEF shall adopt 

for each of the contracts of the SEF, as is necessary and appropriate, position 

accountability levels for speculators. Any Person, including a Participant, Sponsored 

Participant, Client or Customer, who owns or controls Swaps in excess of the applicable 

position accountability level shall provide the SEF, at its request, any information 

regarding the nature of the position, trading strategy or hedging activities, if applicable, 

and if ordered by the SEF, shall not increase the size of any such position. 

(b) For purposes of this Rule 4103, all positions in accounts for which a Person, by power of 

attorney or otherwise, directly or indirectly controls trading shall be included with the 

positions held by such Person. The provisions of this Rule 4103 shall apply to positions 

held by two or more Persons acting pursuant to an expressed or implied agreement or 

understanding, as if the positions were held by a single Person. 

Rule 4104 Enforcement of Position Limits and Position Accountability Levels 

(a) No Person may for itself or any Customer or Client maintain a combination of Swaps 

which is, or which when aggregated in accordance with this Rule is, in excess of the 

limits established pursuant to Rule 4101 (or, to the extent ordered not to increase such 

positions pursuant to Rule 4103, a position in excess of the relevant level). 

(b) In the event the SEF learns that a Person maintains positions in accounts with more than 

one (1) Person such that the aggregate position in all such accounts exceeds (i) the 

position limits established pursuant to Rule 4101 or (ii) to the extent such Person is 

ordered not to increase such positions pursuant to Rule 4103, the relevant level, the SEF 

may notify all Persons maintaining or carrying such accounts of the total positions of 

such accounts. Such notice may also instruct each such Person to reduce the positions in 

such accounts immediately after receipt of the notice, proportionately or otherwise so that 

the aggregate positions of such accounts does not exceed the position limits and position 

accountability levels established pursuant to Rules 4101 and 4103, unless as provided by 

paragraph (c) below, a request for an exemption is made and granted by the SEF pursuant 

to this Rule 4104. Any Person receiving such notice shall immediately take such steps as 

may be necessary to liquidate such number of contracts as shall be determined by the 

SEF in order to cause the aggregate positions of such accounts to comply with the 
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position limits and position accountability levels established pursuant to Rules 4101 and 

4103. Notwithstanding the foregoing, the Persons may reduce the positions of such 

accounts by a different amounts so long as after all reductions have been accomplished, 

the positions comply with the position limits and position accountability levels 

established pursuant to Rules 4101 and 4103. 

(c) In the event a Person exceeds its position limit due to sudden unforeseen increases in its 

bona fide hedging needs, such Person shall not be considered in violation of the SEF 

Rules provided that such Person requests a hedge exemption to carry such increased 

position within five (5) Business Days following the day on which the Person’s position 

limit was exceeded and provided that such exemption is granted by the SEF. 

(d) Subject to the foregoing provisions of this Rule 4104, in the event that a Person’s position 

(whether for such Person’s own account or for the account of a Customer or Client) 

exceeds the position limits established pursuant to Rule 4101 or ordered by the SEF such 

Person shall liquidate such amount of Swaps as the SEF shall direct in order to eliminate 

the excess within such time as the SEF may prescribe and shall report to the SEF when 

such liquidations have been completed. If a Person fails so to liquidate contracts within 

the time prescribed by the SEF, then, in addition to any other actions the SEF may take, 

the SEF may take such steps as it may deem necessary or appropriate to liquidate such 

contracts on behalf and at the expense of such Person to the extent necessary to eliminate 

such excess. Without limiting the generality of the foregoing, to the extent applicable, the 

SEF may request the DCO to effect such liquidation in accordance with rules of the 

DCO. In addition, the SEF in its discretion may require any Person carrying an account 

for itself or a Customer or Client to obtain and hold additional original margin in such 

amount and form and by such time as the SEF shall specify until such excess has been 

eliminated. 
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SECTION 5

PARTICIPANT CONDUCT 

DUTIES AND OBLIGATIONS 

Rule 5000 Duties and Responsibilities of Participants, Sponsored Participants, 

Customers and Clients 

Each Participant and Sponsored Participant shall (and shall cause all of its respective Supervised 

Persons to) and each Customer and Client shall: 

(a) use the SEF and effect Transactions in a responsible manner and not for any improper 

purpose; 

(b) use the SEF only to conduct permitted activity as determined by the SEF; 

(c) comply with the SEF Rules and conduct all such activity in a manner consistent with the 

SEF Rules and Obligations; 

(d) comply with Applicable Law; 

(e) observe high standards of integrity, market conduct, commercial honor, fair dealing and 

just and equitable principles of trade while conducting or attempting to conduct any 

activity on or through the SEF or any aspect of any business connected with or 

concerning the SEF; 

(f) not knowingly mislead or conceal any material fact or matter in any dealings or filings 

with the SEF or in response to any SEF Proceeding; 

(g) keep any User IDs, account numbers and passwords related to the SEF confidential; 

(h) employ practices to monitor and enforce compliance with risk limits established in 

conformance with Applicable Law; and 

(i) keep, or cause to be kept, complete and accurate books and records in accordance with 

Rule 8002. 

Rule 5001 Required Disclosures to the SEF 

(a) Each Participant, Sponsored Participant, Customer and Client shall immediately notify 

the Market Regulation Department in writing at such time as it becomes aware of the 

occurrence of any of the following events: 

(1) any damage to, or failure or inadequacy of, the systems, facilities or equipment of 

such Person to effect Transactions pursuant to the SEF Rules; 

(2) any failure to timely perform such Person’s financial obligations under or in 

connection with Swaps of such Person (or Swaps of any Customer, Client or 

Sponsored Participant of such Person, as applicable); 
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(3) any violation of Applicable Law in connection with such Person’s access to, or 

activities on the SEF, including the requirements of the CFTC and, if applicable, 

NFA; 

(4) a Material Adverse Change in such Person’s financial condition or in the financial 

condition of an Affiliate of such Person if such change materially impacts such 

Person’s ability to satisfy its obligations under the SEF Rules; 

(5) any refusal of admission of such Person to any other swap execution facility, 

commodity or securities exchange, DCM, DCO, Self-Regulatory Organization or 

other business or professional association, or withdrawal by such Person of any 

application for participation or membership in any swap execution facility, 

commodity or securities exchange, DCM, DCO, Self-Regulatory Organization or 

other business or professional association; 

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

contendere by such Person (or, if applicable, any of its respective Supervised 

Persons with access to the SEF) for any felony of any nature or misdemeanor 

involving, arising from, or related to, the purchase or sale of any Swap or other 

financial instrument, or involving or arising from moral turpitude, 

misrepresentation, fraud, deceit, theft, embezzlement, gambling, conversion or 

abuse of a fiduciary relationship; 

(7) the issuance of a formal order of investigation (or its equivalent), or the 

commencement, by the issuance or service of a written complaint (or its 

equivalent), of any judicial, administrative or self-regulatory proceeding, as the 

case may be, against such Person (or, if applicable, any of its respective 

Supervised Persons) by the CFTC, the SEC, the securities commission or 

equivalent authority of any state, territory, the District of Columbia or foreign 

country, or any swap execution facility, commodity or securities exchange or 

related clearing organization, DCM, DCO, any Self-Regulatory Organization or 

other business or professional association; 

(8) the bankruptcy or insolvency of such Person or any of its respective Affiliates; or 

(9) any suspension, expulsion, bar, fine, censure, cease and desist order, temporary or 

permanent injunction, denial of trading privileges or any other sanction or 

discipline imposed on such Person (or, if applicable, any of its respective 

Supervised Persons), whether through an adverse determination, voluntary 

settlement or otherwise, by: 

(i) a swap execution facility, commodity or securities exchange, DCM, DCO, 

Self-Regulatory Organization or other business or professional 

association; 

(ii) the SEC, the CFTC or the securities commission or equivalent authority of 

any state, territory, the District of Columbia or foreign country; or 
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(iii) any federal court, state court, Government Agency not mentioned above or 

quasi-governmental body. 

(b) Each Participant, Sponsored Participant, Customer and Client shall notify the Market 

Regulation Department in writing within ten (10) days of becoming aware of the 

occurrence of any of the following events: 

(1) any denial or withdrawal of any application for any registration or license with 

respect to such Person (or, if applicable, any of its respective Supervised Persons) 

by or from the SEC, the CFTC or the securities commission or equivalent 

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

(2) the issuance of a bar by any agency of the United States from contracting with the 

United States. 

TRADING CONDUCT 

Rule 5100 Abusive Trading Practices Prohibited 

(a) No Participant or Sponsored Participant or any of its respective Supervised Persons, nor 

any Customer or Client, shall engage in any fraudulent act or engage in any scheme to 

defraud, deceive, trick or mislead in connection with or related to any SEF activity 

including, without limitation, any of the following trading practices except as otherwise 

authorized under the SEF Rules: 

(1) front-running; 

(2) wash trading; 

(3) pre-arranged trading (it being understood that pre-arranged trading does not 

include Transactions resulting from pre-execution communications to the extent 

permitted by Rule 5203(b)); 

(4) fraudulent trading; 

(5) money passes; 

(6) fictitious transactions; 

(7) non-competitive transactions (unless otherwise exempt or excluded pursuant to 

the SEF Rules); 

(8) accommodation trading; or 

(9) any other trading practices that the SEF deems to be abusive. 

Additionally, no Participant or Sponsored Participant or any of its respective Supervised 

Persons, nor any Customer or Client, shall knowingly execute or accommodate the 

execution of any such activity by direct or indirect means. 
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(b) No Participant, Sponsored Participant, Customer or Client shall trade any Swap that is 

not authorized to trade on the SEF. 

Rule 5101 Good Faith Bids and Offers 

A Participant or Sponsored Participant shall not knowingly enter, nor shall any Participant, 

Sponsored Participant, Customer or Client, cause to be entered, bids or offers into the SEF other 

than in good faith for the purpose of executing bona fide Transactions. 

Rule 5102 Invalid Transactions 

(a) A Transaction made or purported to be made on or pursuant to the rules of the SEF may 

be declared invalid by the SEF in the following circumstances: 

(1) Unrepresentative Price. If, taking into consideration current market conditions, 

the SEF determines that a Transaction has taken place at an unrepresentative 

price, the SEF, at its absolute discretion, may declare such Transaction invalid. 

The SEF may take into account such information as it deems appropriate when 

determining whether to invalidate a Transaction, including, without limitation, the 

following: 

(i) price movement of other swap contracts with similar terms; 

(ii) current market conditions, including levels of activity and volatility; 

(iii) time period between different quotes and between quoted and traded 

prices; 

(iv) market or other information regarding price movement in related swap 

contracts; or 

(v) manifest error. 

(2) Breach of Applicable Law. If the SEF determines that a Transaction has been 

made in breach of Applicable Law, the SEF may declare the Transaction invalid. 

(b) When a Transaction is declared invalid by the SEF, the parties to the Transaction will be 

notified by the SEF of that fact and a message will be broadcast through the SEF 

announcing the Swap contract and price level of the invalid Transaction, and the invalid 

Transaction may be displayed on the SEF as a cancelled Transaction. 

Rule 5103 Trade Cancellation, Correction, Offset and Adjustment 

Rule 5103.A. SEF Authority Regarding Trade Cancellation, Correction, Offset and 

Adjustment 

The SEF has authority to cancel, or adjust the price of, any Transaction executed on or pursuant 

to the rules of the SEF, or to execute or require the execution of a new or offsetting Transaction: 
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(a) when the SEF determines in its sole discretion such action is necessary to mitigate market 

disrupting events caused by the improper or erroneous use of the SEF or by system 

defects; 

(b) at any time the SEF determines in its sole discretion that allowing a Transaction to stand 

as executed may have a material adverse effect on the integrity of the market; or 

(c) in accordance with Rule 4013.A. and this Rule 5103. 

Rule 5103.B. Transaction Price Review 

(a) Determination to Review a Transaction’s Price. 

(1) The SEF may determine to review a Transaction’s price based on its independent 

analysis of market activity or upon a Participant’s request. 

(2) A Participant’s request for review must be made within ten (10) minutes of 

execution the relevant Transaction and must include the USI for the Transaction 

and a statement of the grounds for the review. In the absence of a timely request 

for review, the SEF may determine whether or not a Transaction will be subject to 

review in its sole discretion. Notwithstanding the foregoing, subject to Applicable 

Law, the SEF shall amend the terms of, or cancel, any Transaction that the parties, 

together with the DCO, as applicable, mutually agree to amend or cancel, in the 

event that such amendment or cancellation is not submitted to the SEF within the 

applicable review period specified above. 

(b) Review of a Transaction’s Price. 

(1) In reviewing a Transaction’s price, the SEF shall determine the fair market value 

price for the Swap at the time the Transaction was executed. The SEF may 

consider any relevant information, including, but not limited to, the last 

transaction price of the Swap or a better bid/offer, a more recent price for a 

different maturity date, the price of the same or related Swap established in 

another venue or another market, the market conditions at the time of the 

Transaction and the theoretical value of an option based on the most recent 

implied volatility. 

(2) Following the SEF’s determination of a Transaction’s fair market value price in 

accordance with Rule 5103.B.(b)(1) above, the SEF shall have the right, in its sole 

discretion, to cancel or adjust the price of such Transaction or to require the entry 

into an offsetting Transaction; provided, however, that the SEF shall not make any 

such cancellation or price adjustment or require the entry of an offsetting 

Transaction if such action would, in the SEF’s sole discretion, (i) adversely 

impact market integrity, (ii) facilitate market manipulation or other illegitimate 

activity or (iii) otherwise violate the CEA, CFTC Regulations or the SEF Rules. 
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(3) The method of adjustment or cancellation of any Cleared Swap that is adjusted or 

cancelled shall be the method provided for by the rules and procedures of the 

relevant DCO. 

Rule 5103.C. Review of Transactions for Errors 

(a) If a Participant, Sponsored Participant, Client or Customer believes that any Transaction 

was incorrectly executed, cleared or rejected from clearing as a result of an Error (as 

defined in Rule 5103.C.(f) below), such Person may, within ten (10) minutes thereafter, 

request a review of the Transaction by providing the USI for the Transaction and stating 

the grounds for the disagreement. 

(b) Upon timely receipt by the SEF of a request for a Transaction review in accordance with 

Rule 5103.C.(a) above, or if the SEF determines on its own initiative to conduct such a 

review, the SEF will review its electronic audit trail and other relevant records to 

determine if an Error occurred. If the request for review is not timely, the SEF may, in its 

sole discretion, perform a review of the Transaction. 

(c) If the review described in this Rule 5103.C. reveals that the Transaction was incorrectly 

executed, cleared or rejected from clearing as a result of an Error, the SEF may cancel or 

adjust the Transaction, or execute or require the execution of a new or offsetting 

Transaction (in accordance with the procedures specified in Rule 4013.A. for Cleared 

Swaps), as appropriate; provided, however, that the SEF shall not take any action 

pursuant to this Rule 5103.C.(c) if such action would, in the SEF’s sole discretion, (i) 

adversely impact market integrity, (ii) facilitate market manipulation or other illegitimate 

activity or (iii) otherwise violate the CEA, CFTC Regulations or the SEF Rules. 

(d) If the review described in this Rule 5103.C. reveals that the Transaction was not 

incorrectly executed, nor cleared or rejected from clearing as a result of an Error, then no 

adjustment shall be made. 

(e) If a Transaction is reviewable for price under Rule 5103.B., the procedures of this Rule 

5103.C. shall not apply. For the avoidance of doubt, if a Transaction was correctly 

executed but the reporting to the SDR was in error, Rule 8005 shall apply and this Rule 

5103.C. shall not apply. 

(f) An “Error” shall mean the occurrence of any of the following: 

(1) A mistake made as the result of a malfunction of the SEF or human error, 

including a mistake made by an Execution Specialist; 

(2) An Order was incorrectly displayed and/or executed; 

(3) A clerical or operational error or omission made by the SEF or a Participant, 

Sponsored Participant, Client or Customer (or any agent of any of the foregoing) 

that caused a transaction to be rejected from clearing and void ab initio; or 
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(4) a Clearing Firm or DCO rejected a leg of a Package Transaction for clearing 

because of the sequencing of submission for clearing of the legs of the applicable 

Package Transaction. 

Rule 5103.D. Records and Reporting of Cancellations and Price Adjustments 

(a) Cancelled Transactions and any prices that have been adjusted shall be cancelled in the 

SEF’s official records. 

(b) Transactions that have had their price adjusted shall be reflected in the SEF’s official 

records at the adjusted price. 

(c) If a Transaction is either cancelled or adjusted pursuant to Rule 5103, the SEF shall 

submit a cancellation or correction of the Transaction to the same SDR to which the 

Transaction was previously reported. 

Rule 5104 Misuse of the SEF 

Misuse of the SEF is strictly prohibited. It shall be a violation of the SEF Rules for any Person to 

willfully or negligently engage in unauthorized access to the SEF, to assist any Person in 

obtaining unauthorized access to the SEF, to trade on the SEF without the authorization of a 

Participant, to alter the equipment associated with the SEF, to interfere with the operation of the 

SEF, to use or configure a component of the SEF in a manner that does not conform to the SEF 

Rules, to intercept or interfere with information provided on or through the SEF, or in any way to 

use the SEF in a manner contrary to the SEF Rules. 

VIOLATIONS 

Rule 5200 Rule Violations 

(a) It shall be a violation for a Participant, Sponsored Participant, Customer or Client or any 

Supervised Person to violate any Rule regulating the conduct or business of a Participant, 

to breach any agreement made with the SEF, to violate Applicable Law, or to engage in 

fraud, dishonorable conduct, or in conduct which is inconsistent with just and equitable 

principles of trade. 

(b) Participants, Sponsored Participants, Customers and Clients and Supervised Persons shall 

assist the SEF in any investigation into potential violations of Applicable Law. Such 

assistance must be timely and may include, but not be limited to, requiring any 

Participant, Sponsored Participant, Client, Customer or Supervised Person to produce 

documents, to answer questions from the SEF or its designee, and/or to appear in 

connection with an investigation. 

(c) If a Participant, Sponsored Participant, Customers or Client has actual or constructive 

notice of a violation in connection with the use of the SEF by a Participant, Sponsored 

Participant, Client, Customer or Supervised Person such Person fails to notify the Market 

Regulation Department within a reasonable time, such Person may be found to have 

committed an act detrimental to the interest or welfare of the SEF.
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Rule 5201 Fraudulent Acts Prohibited 

No Participant, Sponsored Participant, Customer or Client (or any Supervised Persons) shall 

engage in any fraudulent act or engage in any scheme to defraud, deceive, trick or mislead in 

connection with or related to any SEF activity. 

Rule 5202 [Reserved] 

Rule 5203 Fictitious or Wash Transactions; Permitted Pre-Execution Communications 

(a) No Participant, Sponsored Participant, Customer or Client (or any Supervised Persons) 

shall create fictitious transactions or wash transactions. No Person shall place or accept 

Orders in the same Swap where the Person knows or reasonably should know that the 

purpose of the Orders is to avoid taking a bona fide market position exposed to market 

risk (transactions commonly known or referred to as wash sales). 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 the prohibition on wash 

trades. Additionally, no Person shall knowingly execute or accommodate the execution of 

such Orders by direct or indirect means. 

(b) Participants, Sponsored Participants, Customers and Clients (and any of their Supervised 

Persons) may engage in pre-execution communications (including communications with 

respect to Orders) relating to: 

(1) Permitted Cross Transactions; 

(2) Block Trades executed pursuant to Rule 4016; 

(3) Transactions executed pursuant to the procedures specified in Rule 4013.A.(e) 

and (f); 

(4) Package Transactions (Order Book Exempt); and 

(5) Required Cross Transactions; 

provided that with respect to any pre-execution communications permitted by (1) through 

(5) above: 

(i) the parties to the pre-execution communications do not disclose to a nonparty the details of such communications or use the information obtained 

in a manner contrary to Applicable Law, and 

(ii) the requirements of Rule 4011 are satisfied to the extent applicable. 

Nothing contained in this Rule 5203(b) shall prevent a Person from disclosing 

information as may be required by legal process (including subpoena or demand for 

productions) or to such Person’s agents or advisors (including, but not limited to, 

accountants and auditors and legal counsel). 
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Rule 5204 Market Disruptions Prohibited 

Orders entered into the SEF for the purpose of upsetting the equilibrium of the market in any 

Swap or creating a condition in which prices do not or will not reflect fair market values are 

prohibited, and any Participant, Sponsored Participant, Customers or Client (or any of its 

Supervised Persons) who makes or assists in entering any such Order with knowledge of the 

purpose thereof or who, with such knowledge, in any way assists in carrying out any plan or 

scheme for the entering of any such Order, will be deemed to have engaged in an act detrimental 

to the SEF in violation of this Rule 5204. 

Rule 5205 Market Manipulation Prohibited 

No Participant, Sponsored Participant, Customer or Client (or any of their respective Supervised 

Persons) shall attempt to manipulate or manipulate the market in any Swap including, without 

limitation, “front-running”, “money passes”, trading ahead or against customer Orders, 

combination or improper cross trading involving, for example and without limitation, a short 

term riskless transaction taking advantage of an incoming Order or the offset of a prior position 

to avoid an adverse market move. 

Rule 5206 Disruptive Trading Practices Prohibited 

No Participant, Sponsored Participant, Customer or Client (or any of their respective Supervised 

Persons) shall engage in any trading, practice or conduct that constitutes a “disruptive trading 

practice,” as such term is defined by the Section 4c(a)(5) of the CEA (7 U.S.C. § 6c(a)(5)) or the 

related CFTC Regulations. 

Rule 5207 Prohibition of Misstatements 

No Participant, Sponsored Participant, Customer or Client (or any of their respective Supervised 

Persons) shall make any knowing misstatement of a material fact to the SEF, any SEF Official, 

any Board committee or SEF Panel, any agent of the SEF (including the Regulatory Services 

Provider) or any Participant, Sponsored Participant, Customer, Client or Supervised Person. 

Rule 5208 Acts Detrimental to the SEF Prohibited 

No Participant, Sponsored Participant, Customer or Client (or any of their respective Supervised 

Persons) shall engage in any act that is detrimental to the SEF. 

Rule 5209 Adherence to Law 

No Participant, Sponsored Participant, Customer or Client (or any of their respective Supervised 

Persons) shall engage in conduct that is a violation of the Applicable Law. 

Rule 5210 Communications with the Public and Promotional Material 

Promotional material and similar information issued by Participants shall comply with 

Applicable Law. 
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SUPERVISION 

Rule 5300 Duty to Supervise 

Each Participant shall establish, maintain and administer reasonable supervisory procedures to 

monitor the compliance of Supervised Persons with the SEF’s Rules and any applicable 

provisions of the CEA or CFTC Regulations and such Participant may be held accountable for 

the actions of such Supervised Persons. 

INSPECTIONS 

Rule 5400 Inspections by the SEF 

(a) The SEF and the Regulatory Services Provider (and their respective authorized 

representatives), shall have the right, in connection with determining whether all 

Obligations are being, will be, or have been complied with by a Participant, Sponsored 

Participant, Customer or Client, in accordance with Applicable Law: 

(1) inspect books and records, systems, equipment and software operated by such 

Person in connection with any SEF activity, wherever located; 

(2) access the systems, equipment, software and the premises on which the systems, 

equipment and software are located and any data stored in any of the systems or 

equipment, during the regular business hours and the Trading Hours of the SEF 

without prior notice to such Person; and/or 

(3) remove, copy or reproduce any data to which the SEF has access under the SEF 

Rules. 

(b) Each such Person shall provide the Regulatory Services Provider with the same access to 

its books and records and offices as it is required to provide the SEF under the SEF Rules 

and Applicable Law. 

(c) The Market Regulation Department may require a Participant to furnish (periodically or 

on a particular occasion) information concerning the Participant’s activity on the SEF. 

For a Participant, such information includes but is not limited to, the Participant’s open 

trading positions or Swaps to which the Participant is a party. 

(d) The SEF shall provide prior notice to a Person in the event of an inspection that has been 

prescheduled by the SEF. 

INFORMATION SHARING 

Rule 5500 Information-Sharing 

(a) The SEF may enter into information-sharing agreements or other arrangements or 

procedures to establish and enforce rules that will allow the SEF to obtain any necessary 

information to perform any monitoring of trading and trade processing, provide 
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information to the CFTC upon request and that allow the SEF to carry out such 

international information-sharing agreements as the CFTC may require. As part of any 

information- sharing agreements or other arrangements or procedures adopted pursuant to 

this Rule, the SEF may: 

(1) provide market surveillance reports to other markets; 

(2) share information and documents concerning current and former Participants with 

other markets; 

(3) share information and documents concerning ongoing and completed 

investigations with other markets; and/or 

(4) require its current or former Participants, or their Sponsored Participants, 

Customers or Clients, to provide information and documents to the SEF at the 

request of other markets with which the SEF has an information- sharing 

agreement or other arrangements or procedures. 

(b) The SEF may enter into any arrangement with any Person or body (including, without 

limitation, the CFTC, the NFA, any Self-Regulatory Organization, any exchange, market, 

Swap Data Repository, reporting services or clearing organization or foreign regulatory 

authority) if the SEF considers such arrangement to be in furtherance of the SEF’s 

purpose or duties under Applicable Law. 

(c) The SEF may disclose to any Person or entity information concerning or associated with 

a Participant or other Person where the SEF believes such disclosure is reasonably 

necessary and appropriate in exercising a legal or regulatory function. 

(d) Participants, Sponsored Participants, Customers and Clients shall provide the SEF any 

requested information pursuant to the SEF Rules or Applicable Law as necessary for the 

SEF to perform any of the functions described in these SEF Rules. 

FINANCIAL REQUIREMENTS 

Rule 5600 Minimum Financial and Related Reporting Requirements 

(a) Each Participant that is registered with any Government Agency, including the CFTC and 

the SEC, or a Self-Regulatory Organization shall comply with the provisions of 

Applicable Law, including, but not limited to, the rules and regulations such Government 

Agency or Self-Regulatory Organization imposes on a Participant relating to minimum 

financial and related reporting and recordkeeping requirements. 

(b) Each Participant shall qualify as an ECP and undertake to timely update any change to 

the Participant’s status as an ECP. 

(c) A copy of any notice or written report that a Participant is required to file with the CFTC 

pursuant to CFTC Regulation 1.12 shall be concurrently provided to the SEF. 
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(d) A Participant who is subject to and violates CFTC Regulations 1.10, 1.12, 1.17 or 1.18 

shall be deemed to have violated this Rule 5600. 

Rule 5601 Confidentiality of Financial and Other Information 

All information and data obtained or received by the Market Regulation Department from 

inspections of accounting and other records, quarterly balance sheets and declarations or reports 

on financial condition will be treated as confidential by the SEF; however, this Rule does not 

supplant Rule 5500 and the SEF Rules in Section 7, Applicable Law, or any other requirement of 

legal process or law. 

Rule 5602 Authority to Impose Restrictions 

Whenever a Participant is subject to the early warning requirements set forth in CFTC 

Regulation 1.12, the SEF may impose such conditions or restrictions on the business and 

operations of such Participant as the SEF may deem necessary or appropriate for the protection 

of customers, other Participants, or the SEF. 

Rule 5603 Additional Disclosure Requirements 

Each Participant must comply with all disclosure requirements set forth in applicable CFTC and 

Self-Regulatory Organization rules and regulations. Any such disclosure may be combined with 

a disclosure regarding the existence of financial interests held by the Participant in the SEF or 

any other exchange. 

MISCELLANEOUS 

Rule 5700 Gifts and Gratuities 

Participants shall maintain and enforce gifts policies and procedures to prevent gifts in excess of 

one hundred dollars ($100) to Directors, Officers and SEF employees. 

Rule 5701 Anti-Money Laundering and Anti-Terrorism 

It is SEF policy: (1) not to engage in or knowingly assist any money laundering or other illicit 

business, and (2) not to engage in or knowingly assist, or be a conduit for, terrorist financing. 

Participants will be required to provide sufficient information for Participants and their 

Customers or Clients, if applicable, for SEF to conduct restricted list searches, including, but not 

limited to, searches against the Specially Designated Nationals and Blocked Persons list 

maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury. 
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Rule 5702 Market Data 

(a) All Participants, Sponsored Participants, Customers and Clients and all Supervised 

Persons, agents, vendors, and other Persons affiliated with the foregoing understand and 

acknowledge that the SEF has a proprietary interest in: 

(1) the price and quantity data from each and every Transaction executed on the SEF 

or subject to the SEF Rules, including the time at which the Transaction was 

executed on, or submitted to, the SEF; 

(2) the price and quantity data for each and every Order or Block Transaction 

submitted to the SEF, including the time at which the Order was entered; 

(3) the yield curves and reference prices prepared by the SEF; 

(4) any data and information derived from (1), (2) and (3) and the format and 

presentation thereof (except a Participant’s confidential information or data); and 

(5) the transmissions and dissemination of the data and information to Participants, 

any publisher of the data or information with whom the SEF has a written 

agreement, and any other Persons. 

(b) Except with respect to such Person’s confidential information or data, Participants, 

Sponsored Participants, Customers and Clients and Supervised Persons may not 

distribute, sell or retransmit any other information displayed on the SEF to any third party 

without the express written consent of the SEF. 

(c) The SEF may at any time restrict or establish utilization fees in respect of data described 

in Rule 5702(a) with respect to all or any Participants, Sponsored Participants, Customers 

or Clients in order to safeguard the security or operations of the SEF or to preserve 

market integrity, fair and orderly trading, or if otherwise in the public interest, provided, 

however, that view-only access is provided free-of-charge. 

Rule 5703 Extension or Waiver of SEF Rules 

If necessary and expedient, the SEF may, in its sole discretion, waive, or extend the time period 

for performing, any act or acts designated by the SEF Rules, but only to the extent such waiver 

or extension is not inconsistent with the CEA or the CFTC Regulations. 
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SECTION 6

ENFORCEMENT OF RULES AND 

DISCIPLINARY PROCEEDINGS 

Rule 6000 General 

(a) All Participants, Sponsored Participants, Account Managers, Authorized Traders, Clients, 

Customers, Supervised Persons and any other Person using a User ID of a Participant or 

login credentials linked to a Participant or User ID shall be subject to the SEF’s 

jurisdiction. Any Participant, Sponsored Participant, Account Manager, Authorized 

Trader, Client, Customer, Supervised Person or other Person using a User ID of a 

Participant or login credentials linked to a Participant or User ID is subject to this 

Section 6 if such person is alleged to have violated, to have aided and abetted a violation, 

to be violating, or to be about to violate, any SEF Rule or any other provision of 

Applicable Law for which the SEF has disciplinary jurisdiction. 

(b) The SEF, through its Market Regulation Department, Review Panels, Disciplinary Panels 

and Appeals Panels will conduct inquiries, investigations, disciplinary proceedings and 

appeals from disciplinary proceedings, summary impositions of fines, summary 

suspensions or other summary actions in accordance with this Section 6. 

(c) The SEF and its Regulatory Services Provider are parties to a Regulatory Service 

Agreement as referenced in Rule 2600, pursuant to which the Regulatory Services 

Provider has agreed to perform certain regulatory services described in this Section 6 on 

behalf of SEF. The SEF Rules that refer to the SEF, SEF staff, the Market Regulation 

Department and other SEF departments should be understood as also referring to the 

Regulatory Services Provider, the Regulatory Services Provider staff and the Regulatory 

Services Provider departments acting on behalf of SEF pursuant to the Regulatory 

Services Agreement. Notwithstanding the fact that the SEF has entered into the 

Regulatory Services Agreement with its Regulatory Services Provider to perform some of 

the SEF’s functions, the SEF shall retain ultimate legal responsibility for, and control of, 

such functions. 

(d) No SEF Official will interfere with or attempt to influence the process or resolution of a 

Disciplinary Action except to the extent provided under the SEF Rules with respect to a 

proceeding in which the SEF Official is a member of the relevant panel. 

(e) Any Participant, Sponsored Participant, Account Manager, Authorized Trader, Client, 

Customer or Supervised Person may be represented by counsel during any Disciplinary 

Action pursuant to this Section 6. 

(f) The SEF may hold a Participant liable for, and impose sanctions against such Participant, 

for such Participant’s own acts and omissions that constitute a violation as well as for the 

acts and omissions of each (A) Authorized Trader of such Participant, (B) other 

Supervised Person of such Participant, (C) other Person using a User ID of such 

Participant or login credentials linked to the Participant or User ID, (D) agent or 

representative of such Participant, in each case, that constitute a violation as if such 
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violation were that of the Participant, or (E) Sponsored Participant, Client or Customer of 

such Participant. 

(g) The SEF 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 as well as or for the acts and omissions of any agent or representative of such 

Authorized Trader that constitute a violation as if such violation were that of the 

Authorized Trader. 

Rule 6001 Inquiries and Investigations 

(a) The SEF, through its Market Regulation Department, will investigate any matter within 

the SEF’s jurisdiction 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 SEF, or its trading or market surveillance 

or review of other information or other SEF data, that, in the judgment of the Market 

Regulation Department, indicates a possible 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. The Market Regulation 

Department shall inform the Chief Compliance Officer of all inquiries. 

(b) The Market Regulation Department may: 

(1) initiate and conduct inquiries and investigations; 

(2) prepare Investigation Reports and make recommendations concerning initiating 

disciplinary proceedings; 

(3) prosecute alleged violations within the SEF’s disciplinary jurisdiction; and 

(4) represent the SEF on summary imposition of fines, summary suspension or other 

summary action. 

(c) Each Clearing Firm, Participant, Sponsored Participant, Account Manager, Authorized 

Trader, Customer, Client and Supervised Person and any other Person that is subject to 

the SEF’s jurisdiction: 

(1) is obligated to appear and testify and respond in writing to interrogatories within 

the time period required by the SEF in connection with: 

(i) any SEF Rule or any other provision of Applicable Law for which the SEF 

has disciplinary jurisdiction; 

(ii) any Disciplinary Action; or 

(iii) any preparation for and presentation during a Disciplinary Action; 
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(2) is obligated to produce books, records, papers, documents or other tangible 

evidence in its, his or her possession, custody or control within the time period 

required by the SEF in connection with: 

(i) any SEF Rule or any other provision of Applicable Law for which the SEF 

has disciplinary jurisdiction; 

(ii) any situation in which such books, records, papers, documents or other 

tangible evidence would be useful to the SEF in determining if a violation 

of a SEF Rule has occurred; 

(iii) any Disciplinary Action; or 

(iv) any preparation for and presentation during a Disciplinary Action; and 

(3) may not impede or delay any Disciplinary Action. 

(d) Each investigation will be completed in a timely manner. Absent mitigating factors, a 

timely manner is no later than twelve (12) months after the date that an investigation is 

opened. Mitigating factors that may reasonably justify an investigation taking longer than 

twelve (12) months to complete include the complexity of the investigation, the number 

of firms or individuals involved as potential wrongdoers, the number of potential 

violations to be investigated, and the volume of documents and data to be examined and 

analyzed by the Market Regulation Department. 

Rule 6002 Reports of Investigations 

(a) The Market Regulation Department will maintain a log of all investigations and their 

disposition. The Market Regulation Department will prepare an Investigation Report, 

regardless of whether the evidence gathered during any inquiry or investigation forms a 

reasonable basis to believe that a violation within the SEF’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 will include the reasons for initiating the investigation 

(including a summary of the complaint, if any), all relevant facts and evidence gathered, 

Market Regulation Department’s analysis and conclusions, the potential respondent’s 

disciplinary history at the SEF, and the recommendation of the Market Regulation 

Department. For each potential respondent, the Market Regulation Department will 

recommend: 

(1) closing the investigation without further action; 

(2) settlement; 

(3) summary action; 

(4) initiating disciplinary proceeding; or 
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(5) resolving the investigation through an informal disposition, including the issuance 

of a warning letter. An informal disposition (including the issuance of a warning 

letter) will not constitute a finding of a violation or a sanction. 

(c) The Market Regulation Department will submit the Investigation Report to the Chief 

Compliance Officer for review. After reviewing the Investigation Report, the Chief 

Compliance Officer will: 

(1) proceed with the Market Regulation Department’s recommendation; or 

(2) forward the Investigation Report to a Review Panel as discussed in Rule 6004. 

Rule 6003 Opportunity to Respond 

(a) If the Review Panel authorizes disciplinary proceedings or the Chief Compliance Officer 

determines to proceed with the Market Regulation Department’s recommendation to 

initiate disciplinary proceedings, the Market Regulation Department will notify each 

potential respondent that the Market Regulation Department or Review Panel has 

recommended formal disciplinary charges against the potential respondent. 

(b) The SEF may allow a potential respondent to propose a settlement of the matter or to 

submit a written statement explaining why a disciplinary proceeding should not be 

instituted or one or more of the potential charges should not be brought. The potential 

respondent shall submit such written statement within the time limit established by the 

Market Regulation Department. 

Rule 6004 Review of Investigation Reports 

(a) The Chief Compliance Officer may, in his/her discretion, convene a Review Panel to 

review the Investigation Report. 

(b) The Review Panel shall be appointed by the CCO or the SEF’s Regulatory Services 

Provider and shall be comprised of three individuals, at least two of whom would not be 

disqualified from serving as Public Directors. Each Review Panel must include members 

who have had relevant experience in some capacity (whether as a current or former 

employee, officer, director, principal, consultant, advisor, service provider or otherwise) 

working with or for sufficient different Membership Interests so as to ensure fairness and 

to prevent special treatment or preference for any person in the conduct of the Review 

Panel’s responsibilities, and no member of the Review Panel may be involved in the 

adjudication of any other stage of the same proceeding. If a vacancy occurs on a Review 

Panel after it has begun a proceeding, the remaining members of the panel shall complete 

consideration and disposition of the matter. Once the Review Panel has provided its 

decision, it shall be dissolved automatically. 

(c) The Review Panel will review the Investigation Report and, within thirty (30) days of 

receiving the Investigation Report, will take one of the following actions: 
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(1) If the Review Panel determines that additional investigation or evidence is 

needed, it will promptly direct the Market Regulation Department to conduct 

further investigation or obtain additional evidence. 

(2) If the Review Panel determines that no reasonable basis exists for finding a 

violation of the SEF Rules or any other provision of Applicable Law for which 

the SEF has disciplinary jurisdiction has occurred or is about to occur or that 

adjudication is otherwise unwarranted, it may direct that no further action be 

taken. Such determination will be in writing, and will include the reason the 

investigation was initiated, a summary of the complaint, a written statement 

setting forth the facts and analysis supporting the decision and, if applicable, any 

recommendations. The Review Panel shall also provide the written statement to 

any applicable Regulatory Services Provider. 

(3) If the Review Panel determines that a reasonable basis exists for finding a 

violation of the SEF Rules or any other provision of Applicable Law for which 

the SEF has disciplinary jurisdiction has occurred or is about to occur and 

adjudication is warranted, the Review Panel will determine for each potential 

respondent whether to authorize: 

(i) the informal disposition of the investigation (by issuing a warning letter or 

otherwise) because disciplinary proceedings are unwarranted, in which 

case the Review Panel shall provide a written explanation to any 

Regulatory Services Provider; 

(ii) the closing of the investigation without any action because no reasonable 

basis exists to believe that a violation within the SEF’s jurisdiction has 

occurred or is about to occur in which case the Review Panel shall provide 

a written explanation to any Regulatory Services Provider; or 

(iii) the commencement of disciplinary proceedings because a reasonable basis 

exists to believe that a violation within the SEF’s jurisdiction has occurred 

or is about to occur. 

Rule 6005 Notice of Charges 

(a) If the Review Panel authorizes disciplinary proceedings or the Chief Compliance Officer 

elects to follow the recommendation of the Market Regulation Department to commence 

a disciplinary proceeding, the Chief Compliance Officer will appoint a Disciplinary Panel 

as provided in this Section. In addition, the Market Regulation Department will prepare, 

and serve in accordance with Rule 6007, a notice of charges. 

(b) A notice of charges will: 

(1) state the acts, practices or conduct that the respondent is alleged to have engaged 

in; 
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(2) state the SEF Rule or other provision of Applicable Law alleged to have been 

violated or about to be violated; 

(3) state the proposed sanctions; 

(4) advise the respondent of its right to a hearing; 

(5) advise the respondent of its right to be represented by legal counsel of its 

choosing in all succeeding stages of the disciplinary process; 

(6) state the period of time within which the respondent can request a hearing on the 

notice of charges, which will not be less than twenty (20) days after service of the 

notice of charges; 

(7) 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 

(8) advise the respondent that any allegation in the notice of charges that is not 

expressly denied or answered will be deemed to be admitted. 

Rule 6006 Answer to Notice of Charges 

(a) If the respondent determines to answer a notice of charges, the respondent must file 

answers within twenty (20) days after being served with such notice, or within such 

longer time period determined by the Disciplinary Panel in accordance with Rule 6012. 

(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; and 

(5) sign and serve the answer on the Disciplinary Panel. 

(c) Any failure by the respondent to timely serve an answer to a notice of charges will be 

deemed to be an admission to the allegations in such notice. Any failure by the 

respondent to answer one or more allegations in a notice of charges will be deemed to be 

an admission of that allegation or those allegations. Any allegation in a notice of charges 

that the respondent fails to expressly deny will be deemed to be admitted. A general 

denial by the respondent, without more, will not satisfy the foregoing requirements. 
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Rule 6007 Service of Notice of Charges 

(a) Any notice of charges or other documents to be served pursuant to this Section 6 may be 

served upon the respondent, and service shall be deemed complete either personally or by 

leaving the same at his or her place of business; by deposit in the United States mail, 

addressed to respondent at the address as it appears on the books and records of the SEF. 

(b) Any notice of charges or other documents contemplated to be served pursuant to this 

Section 6 may also be served upon the respondent and service shall be deemed complete 

via electronic mail to the electronic mail address as it appears on the books and records of 

the SEF. 

Rule 6008 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. 

(b) Any offer of settlement should contain proposed findings and sanctions and be signed by 

the respondent or potential respondent and submitted to the Market Regulation 

Department. 

(c) 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 SEF over it and over the subject matter of the 

proceedings and consent to the entry of the findings and sanctions imposed. 

(d) If a respondent or potential respondent submits an offer of settlement in accordance with 

paragraph (a) above, the Market Regulation Department will forward the offer to the 

Chief Compliance Officer with a recommendation on whether to accept or reject the 

offer. Any preliminary determination by the Chief Compliance Officer to accept the offer 

shall be submitted for review by the Disciplinary Panel. If the Disciplinary Panel agrees, 

then the Chief Compliance Officer shall conditionally accept an offer of settlement, and 

the settlement will become final upon the expiration of twenty (20) days after an order of 

the disciplinary proceedings consistent with the terms of the offer of settlement is served 

on the respondent. 

(e) If an offer of settlement is accepted, the Disciplinary Panel will issue a written decision 

specifying the rule violations it has reason to believe were committed, including the basis 

or reasons for the panel’s conclusions, and any sanction to be imposed, which must 

include full customer restitution where customer harm is demonstrated. If an offer of 

settlement is accepted without the agreement of the Market Regulation Department or 

Chief Compliance Officer, the decision must adequately support the Disciplinary Panel’s 

acceptance of the settlement. If applicable, the decision must also include a statement that 

the respondent has accepted the sanctions imposed without either admitting or denying 

the rule violations. 

(f) If an offer of settlement is accepted and the related order of disciplinary proceedings 

becomes final, the respondent’s submission of the offer will be deemed to constitute a 
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waiver of the right to notice, opportunity for a hearing and review and appeal under the 

SEF Rules. 

(g) The respondent may withdraw his or her offer of settlement at any time before final 

acceptance by the Disciplinary Panel. If an offer is withdrawn after submission, or is 

rejected by the Disciplinary Panel, the respondent must not be deemed to have made any 

admissions by reason of the offer of settlement and must not be otherwise prejudiced by 

having submitted the offer of settlement. 

(h) If the offer of settlement of a respondent or potential respondent is not accepted by 

agreement between the Chief Compliance Officer and the Disciplinary Panel, fails to 

become final, or is withdrawn by the respondent or potential respondent, the matter will 

proceed as if the offer had not been made and the offer and all documents relating to it 

will not become part of the record. Neither a respondent or potential respondent nor the 

Market Regulation Department may use an unaccepted offer of settlement as an 

admission or in any other manner at a hearing of disciplinary proceedings. 

Rule 6009 Disciplinary Panel 

(a) The Chief Compliance Officer or the SEF’s Regulatory Services Provider will appoint a 

Disciplinary Panel to conduct hearings in connection with any disciplinary proceedings 

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

impose sanctions. The Disciplinary Panel will be comprised of three individuals, at least 

two of whom would not be disqualified from serving as Public Directors. In addition, 

each Disciplinary Panel must include members who have had relevant experience in 

some capacity (whether as a current or former employee, officer, director, principal, 

consultant, advisor, service provider or otherwise) working with or for sufficient different 

Membership Interests so as to ensure fairness and to prevent special treatment or 

preference for any person in the conduct of the Disciplinary Panel’s responsibilities. The 

chairman of the Disciplinary Panel shall be appointed by the Chief Compliance Officer. 

A Disciplinary Panel may not include any person involved in adjudicating any other stage 

of the same proceeding. If a vacancy shall occur on a Disciplinary Panel after it has 

begun its proceedings, the remaining members shall complete consideration and 

disposition of the matter. Once a Disciplinary Panel has made its decision and notified all 

relevant parties, it shall be dissolved automatically. 

(b) Within ten (10) days of being notified of the appointment of the Disciplinary Panel, a 

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

reasons identified in the SEF Rules or for any other reasonable grounds 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 Chief Compliance Officer, in consultation with 

the General Counsel, of the SEF will decide the merits of any request for disqualification 

within his or her sole discretion. Any such decision will be final and not subject to 

appeal. 
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(c) No Person shall serve on a Disciplinary Panel unless that Person has agreed in writing 

that he or she will not publish, divulge, or make known in any manner, any facts or 

information regarding the business of any Person or any 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 Regulation Department, when requested by the CFTC or other 

governmental agency or when compelled to testify in any judicial or administrative 

proceeding. 

(d) All information, records, materials and documents provided to the Disciplinary Panel and 

all deliberations, testimony, information, records, materials and documents related thereto 

shall be treated as non-public and confidential and shall not be disclosed, except as 

necessary to further a SEF investigation or as required by law. 

Rule 6010 Convening Hearings of Disciplinary Proceedings 

(a) A hearing will be conducted privately and confidentially. Notwithstanding the 

confidentiality of hearings, the Disciplinary Panel may appoint an expert to attend any 

hearing and assist in deliberations if such expert agrees to be subject to an appropriate 

confidentiality agreement. 

(b) After reasonable notice to each respondent, the Disciplinary Panel will promptly convene 

a hearing to conduct the disciplinary proceedings with respect to such respondent. Parties 

to a disciplinary proceeding include each respondent and the Market Regulation 

Department. 

(c) The chair of the Disciplinary Panel may continue, adjourn or otherwise conduct the 

hearing, as he or she may deem appropriate. The chair of the Disciplinary Panel will 

determine all procedural and evidentiary matters, including the admissibility and 

relevance of any evidence proffered. 

(d) In determining procedural and evidentiary matters, the chair of the Disciplinary Panel 

will not be bound by any evidentiary or procedural rules or law. Once admitted during the 

hearing, the Disciplinary Panel may consider, and attach the weight it believes 

appropriate to, evidence or other materials. The General Counsel of the SEF, or his or her 

designee, may provide guidance to the chair of the Disciplinary Panel on the conduct of 

the hearing. 

(e) Except for procedural and evidentiary matters decided by the chair of the Disciplinary 

Panel pursuant to paragraph (c) above and Rule 6012, unless each respondent otherwise 

consents, the entire Disciplinary Panel must be present during the entire hearing and any 

related deliberations. 

Rule 6011 Respondent Review of Evidence 

(a) Prior to the commencement of a hearing, each respondent will be given the opportunity to 

review all books, records, documents, papers, transcripts of testimony and other tangible 

evidence in the possession or under the control of the SEF that the Market Regulation 
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Department will use to support the allegations and proposed sanctions in the notice of 

charges or which the chair of the Disciplinary Panel deems relevant to the disciplinary 

proceedings. Notwithstanding the foregoing, no respondent will have the right to review, 

and the SEF will have no obligation to disclose, any information protected by work 

product or attorney-client privilege. 

(b) If any books, records, documents, papers, transcripts of testimony, or other tangible 

evidence contain information that could adversely affect the competitive position of the 

Person providing the information or if such information might compromise other 

investigations being conducted by the Market Regulation Department, the Market 

Regulation Department may redact, edit or code such information before furnishing it to 

the respondent. 

(c) Notwithstanding anything in paragraph (b) above to the contrary, the Market Regulation 

Department: 

(1) will not redact, edit or code competitive or investigative information contained in 

documents in a manner that would impair the respondent’s ability to defend 

against the allegations or proposed sanctions in the notices of charges, and 

(2) will provide the respondent with 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. 

(d) For purposes of this Rule 6011, information that could adversely affect competitive 

positions may include positions in Swaps or other positions currently held, trading 

strategies employed in establishing or liquidating positions, the identity of any Customer, 

Client, Sponsored Participant, Participant or Authorized Trader and the personal finances 

of the Person providing the information. 

Rule 6012 Conducting Hearings of Disciplinary Proceedings 

(a) At a hearing conducted in connection with any disciplinary proceedings, the Market 

Regulation Department will present its case supporting the allegations and proposed 

sanctions in the notice of charges to the Disciplinary Panel. The respondent is entitled to 

attend and participate in the hearing. 

(b) At a hearing conducted in connection with any disciplinary proceedings, the Disciplinary 

Panel or the Market Regulation Department and each respondent may: 

(1) present evidence and facts determined relevant and admissible by the chair of the 

Disciplinary Panel; 

(2) call and examine witnesses; and 

(3) cross-examine witnesses called by other parties. 
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(c) If the respondent fails to file an answer, has filed a general denial, or if any or all of the 

allegations in the notice of charges are not expressly denied in the respondent’s answer, 

the chair of the Disciplinary Panel may limit evidence concerning any allegations not 

expressly denied in determining the sanctions to impose. If a respondent fails to file an 

answer but appears at the hearing, the respondent may not participate in the hearing (by 

calling or cross-examining witnesses, testifying in defense, presenting evidence 

concerning the notice of charges, or otherwise) unless the Disciplinary Panel determines 

that the respondent had a compelling reason for failing to timely file an answer. If the 

Disciplinary Panel determines that the respondent had a compelling reason for failing to 

timely file an answer, the Disciplinary Panel will adjourn the hearing and direct the 

respondent to promptly file a written answer in accordance with Rule 6006. 

(d) If the respondent has requested a hearing on a charge that the respondent denies, or on a 

sanction set by the Disciplinary Panel under Rule 6014, the respondent will be given an 

opportunity for a hearing in accordance with the SEF Rules. Except for good cause, such 

hearing will be limited to addressing those charges denied by the respondent and/or 

sanctions set by the Disciplinary Panel under Rule 6014 for which a hearing has been 

requested. 

(e) Any Person entitled, or required or called upon, to attend a hearing before a Disciplinary 

Panel pursuant to paragraph (b)(2) above will be given reasonable notice, confirmed in 

writing, specifying the date, time and place of the hearing, and the caption of the 

disciplinary proceedings. All Persons subject to the SEF’s jurisdiction that are called as 

witnesses are required to appear at the hearing and, where applicable, produce evidence. 

The SEF will make reasonable efforts to secure the presence of all other Persons called as 

witnesses whose testimony would be relevant. 

(f) If during any disciplinary proceedings the Disciplinary Panel determines that a 

reasonable basis exists to believe that the respondent violated or is about to violate a Rule 

of the SEF or any other provision of Applicable Law for which the SEF has disciplinary 

jurisdiction other than the violations alleged in the notice of charges, the Disciplinary 

Panel may consider those apparent violations after providing the respondent with an 

opportunity to answer the additional allegations in accordance with Rule 6006. In 

connection with considering apparent violations pursuant to this paragraph (f), the 

Disciplinary Panel may request that the Market Regulation Department provide the 

Disciplinary Panel with any additional information related to the violations at issue. 

(g) The Disciplinary Panel may provide that a sanction be summarily imposed upon any 

Person within its jurisdiction whose actions impede the progress of a hearing. 

(h) If the respondent has requested the hearing, a copy of the hearing must be made and must 

become a part of the record of the proceedings. The SEF 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. If the respondent 

requests a copy of all or portions of the recording of a hearing, the chair of the 

Disciplinary Panel may within his or her sole discretion require the respondent to pay the 

costs for transcribing the recording of the hearing. 
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(i) No interlocutory appeals of rulings of any Disciplinary Panel or chair of the Disciplinary 

Panel are permitted. 

Rule 6013 Decision of Disciplinary Panel 

(a) Promptly following a hearing, the Disciplinary Panel will issue a written order rendering 

its final decision based on the weight of the evidence contained in the record of the 

disciplinary proceedings. A decision by a majority of the Disciplinary Panel will 

constitute the final decision of the Disciplinary Panel. 

(b) The Disciplinary Panel will serve a copy of the order of the disciplinary proceedings on 

the respondent and the Market Regulation Department. The order will include: 

(1) The name of the respondent; 

(2) the notice of charges or summary of the charges; 

(3) the answer, if any, or a summary of the answer; 

(4) a summary of the evidence produced at the hearing or, where appropriate, 

incorporation by reference of the Investigation Report; 

(5) a statement of findings of fact and conclusions with respect to each charge, 

including a complete explanation of the evidentiary and other basis for such 

findings and conclusions with respect to each charge; 

(6) each specific SEF Rule and/or other provision of Applicable Law that the 

respondent was found to have violated; 

(7) a declaration of all sanctions imposed against the respondent, if any, including the 

basis for such sanctions and the effective date of each sanction; 

(8) notice of respondent’s right to appeal; and 

(9) a statement informing the respondent of the availability of CFTC review of the 

action pursuant to Part 9 of the CFTC’s Regulations. 

(c) The written decision of the Disciplinary Panel will become effective upon the expiration 

of fifteen (15) days after it is served on the respondent and provided to the Market 

Regulation Department; provided, however, that the SEF may cause the decision to 

become effective prior to that time to the extent permitted under Part 9 of the CFTC’s 

Regulations. 

Rule 6014 Sanctions 

(a) After notice and opportunity for hearing in accordance with the SEF Rules, the SEF will 

impose sanctions on any Person subject to the SEF’s jurisdiction, including any Clearing 

Firm, Customer, Client, Sponsored Participant, Participant, Account Manager, 
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Authorized Trader or Supervised Person, or any Person using a Participant’s User ID or 

login credentials linked to a Participant or User ID, if such Person is found to have 

violated or to have attempted to violate a SEF Rule or other provision of Applicable Law 

for which the SEF has disciplinary jurisdiction. All sanctions must take into account the 

respondent’s disciplinary history. In the event of demonstrated customer harm, any 

sanction must also include full customer restitution. Any such sanction (including any 

fine) shall be commensurate with the violation committed and clearly sufficient to deter 

recidivism or similar violations by other market participants. 

The SEF may impose one or more of the following sanctions or remedies: 

(1) censure; 

(2) limitation on Trading Privileges, ability to otherwise access the SEF, and/or other 

activities, functions or operations; 

(3) suspension of Trading Privileges and/or ability to otherwise access the SEF; 

(4) fine (subject to paragraph (b) below); 

(5) restitution and/or disgorgement; 

(6) termination of Trading Privileges and/or ability to otherwise access the SEF; 

(7) limitation, suspension or termination of rights as a Clearing Firm; or 

(8) any other sanction or remedy deemed to be appropriate. 

(b) The SEF may impose a fine of up to $100,000, unless aggravating or mitigating 

circumstances otherwise warrant as determined by the SEF, for each violation of the SEF 

Rules or other provision of Applicable Law for which the SEF has disciplinary 

jurisdiction. The minimum fine for any one violation is $1,000. If a fine or other amount 

is not paid within thirty (30) days of the date that it becomes payable, then interest will 

accrue on the sum from the date that it became payable at the quoted prime rate plus three 

percent. The SEF has sole discretion to select the bank on whose quotations it will base 

the prime rate. Participant will be responsible for paying any fine or other amount 

imposed on, but not paid by, any of its Supervised Persons. 

Rule 6015 Right to Appeal from Disciplinary Panel Decision, Summary Impositions of 

Fines and Other Summary Actions 

(a) Each respondent found by the Disciplinary Panel to have violated the SEF Rules or other 

provision of Applicable Law for which the SEF has disciplinary jurisdiction or who is 

subject to termination or limitation of Trading Privileges, any summary fine imposed 

pursuant to Rule 6016 or any other summary action may appeal the decision within 

twenty (20) days of receiving the order of the Disciplinary Panel or the notice of 

summary action, as the case may be, by filing a notice of appeal with the Chief 

Compliance Officer. 
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(b) The SEF may appeal all or any part of a decision of the Disciplinary Panel, including any 

sanctions that may or may not have been imposed by the Disciplinary Panel, within 

twenty (20) days of receiving the order of the Disciplinary Panel, by filing a notice of 

appeal with the Chief Compliance Officer. 

(c) While an appeal is pending, the effect of the order of the Disciplinary Panel or the 

summary action (including any sanctions, remedies or costs imposed thereby) shall be 

suspended. 

(d) The notice of appeal must state in writing the grounds for appeal, including the findings 

of fact, conclusions or sanctions to which the appellant objects. An appellant may appeal 

the order of the Disciplinary Panel or any summary action on the grounds that: 

(1) the order or summary action was arbitrary, capricious, an abuse of discretion or 

not in accordance with the SEF Rules; 

(2) the order or summary action exceeded the authority or jurisdiction of the 

Disciplinary Panel, the Chief Compliance Officer or the SEF; 

(3) the order or summary action failed to observe required procedures; 

(4) the order or summary action was unsupported by the facts or evidence; or 

(5) the sanctions, remedies or costs imposed were inappropriate or unsupported by 

the record. 

(e) The Chief Compliance Officer will forward copies of any notice of appeal received by 

him or her to all parties to the disciplinary proceeding or summary action, as the case 

may be, 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 the 

appellee 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 its 

supporting brief, the appellee must file and serve its brief in opposition on the Chief 

Compliance Officer and the appellant. On or before the tenth (10th) day after the date on 

which the appellee serves its brief in opposition, the appellant may file and serve on the 

SEF a brief in reply. 

(f) In connection with any appeal, the SEF will furnish to the Chief Compliance Officer and 

to the appellant and appellee a transcript of the hearing and any exhibits introduced at the 

hearing. 

(g) No later than thirty (30) days after the last submission filed pursuant to paragraph (e) of 

this Rule 6015, the Chief Compliance Officer or the SEF’s Regulatory Services Provider 

will appoint an Appeals Panel to consider and determine the appeal. An Appeals Panel 

shall be comprised of three individuals, none of whom shall be a member of the Market 

Regulation Department or have been a member of the Disciplinary Panel involved in the 

matters on appeal and at least two of whom would not be disqualified from serving as 

Public Directors. In addition, each Appeals Panel must include members who have had 
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relevant experience in some capacity (whether as a current or former employee, officer, 

director, principal, consultant, advisor, service provider or otherwise) working with or for 

sufficient different Membership Interests so as to ensure fairness and to prevent special 

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

responsibilities. The chairperson of the Appeals Panel shall be an individual who would 

not be disqualified from serving as a Public Director. 

(h) Within ten (10) days of being notified of the appointment of the Appeals Panel, an 

appellant or appellee may seek to disqualify any individual named to the Appeals Panel 

or any person designated as chairperson thereof for the reasons identified in Rule 2500 or 

in the definition of Public Director (as the case may be) or on other reasonable grounds, 

by serving written notice on the Chief Compliance Officer. By not timely filing a request 

for disqualification, the appellant or appellee will be deemed to have waived any 

objection to the composition of the Appeals Panel and appointment of its chairperson. 

The Chief Compliance Officer will decide the merits of any request for disqualification 

within his or her sole discretion. Any such decision will be final and not subject to 

appeal. 

(i) The Appeals Panel may hold a hearing to allow parties to present oral arguments. Any 

hearing will be conducted privately and confidentially. Notwithstanding the 

confidentiality of hearings, the Appeals Panel may appoint an expert to attend any 

hearing and assist in the deliberations if such individual(s) agree to be subject to 

appropriate confidentiality agreements. In determining procedural and evidentiary 

matters, the Appeals Panel will not be bound by evidentiary or procedural rules or law. 

(j) The Appeals Panel will only consider on appeal the record before the Disciplinary Panel 

or, in the case of a summary action, the record considered by the Chief Compliance 

Officer, the notice of appeal, the briefs filed in support and opposition of the appeal, and 

any oral arguments of the parties. The Appeals Panel may only consider new evidence 

when the Appeals Panel is satisfied that good cause exists for why the evidence was not 

introduced during the disciplinary proceeding or when imposing the summary action. 

(k) After completing its review, the Appeals Panel may affirm, modify or reverse any order 

of the Disciplinary Panel or summary action under appeal, in whole or in part, including 

increasing, decreasing or eliminating any sanction or remedy imposed, imposing any 

other sanction or remedy authorized by the SEF Rules, or remanding the matter to the 

same or a different Disciplinary Panel for further disciplinary proceedings or for 

reconsideration by the Chief Compliance Officer in the case of summary action. The 

Appeals Panel may order a new hearing for good cause or if the Appeals Panel deems it 

appropriate. 

(l) As promptly as reasonably possible following its review, the Appeals Panel will issue a 

written decision on appeal rendering its decision based on the preponderance of the 

evidence before the Appeals Panel and will provide a copy to the Chief Compliance 

Officer, the appellant and the appellee. The decision of the Appeals Panel will include a 

statement of findings of fact and conclusions for each finding, sanction, remedy and cost 

reviewed on appeal, including each specific SEF Rule and other provision of Applicable 
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Law for which the SEF has disciplinary jurisdiction that the respondent is found to have 

violated, if any, and the imposition of sanctions, remedies and costs, if any, and the 

effective date of each sanction, remedy or cost. 

(m) The Appeals Panel’s written order on appeal (including findings of fact and conclusions 

and the imposition of sanctions, remedies and costs, and the effective date of any 

sanction, remedy cost) will be the final action of the SEF and will not be subject to appeal 

within the SEF; provided, however, that any suspension, expulsion, disciplinary or access 

denial action or other adverse action by the SEF may (to the extent required thereby) be 

subject to review by the CFTC pursuant to Part 9 of the CFTC’s Regulations. 

Rule 6016 Summary Imposition of Fines 

(a) The Chief Compliance Officer may summarily impose a fine against a Participant (or any 

of its Supervised Persons or other Persons using any of the Participant’s User IDs or 

login credentials linked to the Participant or its User IDs) for failing: 

(1) to make timely and accurate submissions to the SEF of notices, reports or other 

information required by the SEF Rules; 

(2) to make timely payments of fees, cost, charges or fines to the SEF; or 

(3) to keep any books and records required by the SEF 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 to each Participant or 

Supervised Person subject thereto. The notice will specify: 

(1) the violations of the SEF Rules for which the fine is being imposed; 

(2) the date of the violation for which the fine is being imposed; and 

(3) the amount of the fine. 

(c) Within twenty (20) days of serving the notice of fine, the Participant or Authorized 

Trader, as the case may be, must either pay or cause the payment of the fine. If a fine or 

other amount is not paid within twenty (20) days of the date that it becomes payable, then 

interest will accrue on the sum from the date that it became payable at the quoted prime 

rate plus three percent. The SEF has sole discretion to select the bank on whose 

quotations it will base the prime rate. The Participant will be responsible for paying any 

fine or other amount imposed on, but not paid by, any of its Supervised Persons. 

(d) The SEF will set the amount of any fines imposed pursuant to this Rule 6016 at no less 

than $1,000 per violation, with the maximum fine for each violation not to exceed 

$5,000. Recurring violations will be subject to progressively larger fines. Summary 

imposition of fines pursuant to this Rule 6016 will not preclude the SEF from bringing 

any other action against the Participant (or any of its Supervised Persons). 
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Rule 6017 Warning Letters 

The SEF authorizes the Market Regulation Department to issue a warning letter to a Person or 

entity under investigation or to recommend that a Disciplinary Panel take such an action. A 

warning letter issued in accordance with this Rule is not a penalty or an indication that a finding 

of a violation has been made. A copy of a warning letter issued by the Market Regulation 

Department will be included in the Investigation Report. No more than one warning letter for the 

same potential violation may be issued to the same Person or entity during a rolling 12-month 

period. 

Rule 6018 Summary Access Denial Actions 

(a) The Chief Compliance Officer, upon a good faith determination that there is a reasonable 

belief that such immediate action is necessary to protect the best interests of the SEF, 

may summarily suspend, revoke, limit, condition, restrict or qualify the Trading 

Privileges of a Participant, Sponsored Participant or any Supervised Person, including 

denial of access to the SEF. 

(b) Non-Participants, including Customers and Clients, may be denied access to the SEF by 

the Chief Compliance Officer upon a good faith determination that there are substantial 

reasons to believe that such immediate action is necessary to protect the best interests of 

the SEF. 

(c) If practicable, a respondent must be served with a notice before the action is taken or 

otherwise at the earliest possible opportunity. The notice must state the action taken, the 

reasons for the action, and the effective date, time and the duration of the action taken. 

The party shall be advised of his right to a hearing, as soon as reasonably practicable, 

before a Disciplinary Panel by filing notice of intent with the Market Regulation 

Department within ten (10) Business Days of the notice date. 

(d) Any suspension, revocation, limitation, condition, restriction or qualification imposed on 

any Participant, Supervised Person or non-Participant (including Sponsored Participants, 

Customers and Clients) pursuant to this Rule 6018 will be impartially enforced. 

(e) Any denial, conditioning or termination that represents a suspension, expulsion, 

disciplinary or access denial action or other adverse action within the meaning of Part 9 

of the CFTC’s Regulations may (to the extent required thereby) be subject to review by 

the CFTC pursuant to Part 9 of the CFTC’s Regulations. 

Rule 6019 Rights and Responsibilities after Suspension or Termination 

(a) When a Person’s Trading Privileges and/or ability to otherwise access the SEF are 

suspended for a period of 12 months or less, none of its rights (including the right to hold 

oneself out to the public as a Participant or Authorized Trader, enter Orders into the SEF, 

submit Block Trades to the SEF, and receive Participant rates for fees, costs, and charges) 

will apply during the period of the suspension, except for the right of the Person in 

question to assert claims against others as provided in the SEF Rules. Any such 

suspension will not affect the rights of creditors under the SEF Rules or relieve the 
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Person in question of its, his or her obligations under the SEF Rules to perform any 

Swaps entered into before the suspension, or for any SEF fees, costs, or charges incurred 

during the suspension. The SEF may discipline a suspended Person under this Section 6 

for any violation of a Rule of the SEF or other provision of Applicable Law committed 

by such Person before, during or after the suspension. 

(b) When a Person’s Trading Privileges and/or ability to otherwise access the SEF are 

terminated, all of its related rights will terminate, except for the right of the Person in 

question to assert claims against others, as provided in the SEF Rules. Any such 

termination will not affect the rights of creditors under the SEF Rules. 

(c) The SEF will not consider the application of a terminated Participant or Authorized 

Trader if such Participant or Authorized Trader, as the case may be, continues to fail to 

appear at disciplinary proceedings without good cause or continues to impede the 

progress of disciplinary proceedings. 

(d) A suspended or terminated Person remains subject to the SEF Rules and the jurisdiction 

of the SEF for acts and omissions prior to the suspension of termination, and must 

cooperate in any inquiry, investigation, disciplinary proceeding, appeal of disciplinary 

proceedings, summary suspension or other summary action as if the suspended or Person 

still had Trading Privileges or ability to otherwise access the SEF. 

Rule 6020 Notice to the Respondent, the Regulatory Services Provider and the Public; 

Effectiveness of Disciplinary and Access Denial Actions 

(a) The SEF will provide written notice of disciplinary proceedings and of any access denial 

actions pursuant to Rule 3103 or 6018 to the relevant parties and the Regulatory Services 

Provider consistent with applicable CFTC Regulations. Whenever the SEF suspends, 

expels, fines or otherwise disciplines or denies any Person access to the SEF, the SEF 

will make the disclosures and notifications required by Part 9 of the CFTC’s Regulations 

(including by any of the alternative methods available thereunder) and any other 

applicable CFTC Regulations. 

(b) Without limiting the generality of the foregoing, the SEF shall, in accordance with the 

requirements of CFTC Regulation 9.11, provide written notice of its final decision 

regarding any disciplinary or access denial action to the person against whom the action 

was taken within thirty (30) days of rendering such decision. Pursuant to CFTC 

Regulation 9.12, any disciplinary or access denial action taken will not become effective 

until at least fifteen (15) days after the written notice is delivered to the person 

disciplined or denied access; provided, however, that the SEF may cause a disciplinary 

action to become effective prior to that time in accordance with CFTC Regulation 9.12. 

Rule 6021 Costs 

(a) Regardless of the outcome of any disciplinary proceeding, the Disciplinary Panel may 

order a respondent to pay some or all of the costs associated with the disciplinary 

proceedings if the Disciplinary Panel concludes that the respondent has behaved in a 

manifestly unreasonable manner. Costs may include costs associated with the inquiry or 
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investigation, the prosecution by the Market Regulation Department, legal and 

professional assistance, the hearing and administrative and other expenses incurred by the 

Disciplinary Panel. 

(b) The Disciplinary Panel may only award costs against the SEF if the panel concludes that 

the SEF has behaved in a manifestly unreasonable manner in the commencement or 

conduct of the disciplinary proceedings in question. The Disciplinary Panel must limit 

any award of costs against the SEF to an amount that the panel concludes is reasonable 

and appropriate, but does not exceed the respondent’s costs for external legal or other 

external professional assistance. 

(c) The Disciplinary Panel may determine the amounts and allocation of costs in any manner 

it may deem appropriate. The SEF or the respondent will pay any costs ordered to be paid 

by it by the Disciplinary Panel within thirty (30) days of written notice of the amount 

imposed by the Disciplinary Panel. If costs are not paid within twenty (20) days of the 

date that it becomes payable, then interest will accrue on the sum from the date that it 

became payable at the quoted prime rate plus three percent. The SEF has sole discretion 

to select the bank on whose quotations it will base the prime rate. Participant will be 

responsible for paying any costs imposed on, but not paid by, any of its Supervised 

Persons. 

Rule 6022 Ex Parte Communications 

(a) A Person subject to a disciplinary proceeding or an appeal from a disciplinary proceeding 

(and any counsel or representative of such Person) and the Market Regulation 

Department (and any counsel or 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 or an appeal from a disciplinary proceeding to any 

member of the Disciplinary Panel or Appeals Panel hearing such proceeding. 

(b) Members of a Disciplinary Panel or an Appeals Panel shall not knowingly make or cause 

to be made an ex parte communication relevant to the merits of a disciplinary proceeding 

or an appeal from a disciplinary proceeding to any Person subject to such proceeding 

(and any counsel or representative of such Person) or the Market Regulation Department 

(and any counsel or representative of the Market Regulation Department). 

(c) Any Person who receives, makes or learns of any communication that is prohibited by 

this Rule 6022 shall promptly give notice of such communication and any response 

thereto to the Market Regulation Department and all parties to the proceeding to which 

the communication relates. 

(d) A Person shall not be deemed to have violated this rule if the Person refuses an attempted 

communication concerning the merits of a proceeding as soon as it becomes apparent the 

communication concerns the merits. 
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Rule 6023 [Reserved] 

Rule 6024 Extension or Waiver of the SEF Rules 

If necessary and expedient, the Chief Compliance Officer may, in his or her sole discretion, 

waive, or extend the time period for performing, any act or acts designated by the SEF Rules, but 

only to the extent such waiver or extension is not inconsistent with the CEA, CFTC Regulations 

or other applicable regulations. 

Rule 6025 Effect of Amendment, Repeal or New Rule 

(a) If an amendment or repeal of a Rule or adoption of a new Rule does not materially 

change the terms or conditions of a Swap and does not affect the value of open Swaps, 

then the effective date of any amendment or repeal of a Rule or adoption of a new Rule 

relating to Swaps is binding on all Swaps entered into before and after the effective date 

of such amendment, repeal or adoption. 

(b) If an amendment or repeal of a Rule or adoption of a new Rule materially changes the 

terms or conditions of a Swap or affects the value of open Swaps, then the amendment, 

repeal or new Rule is binding only on Swaps listed for trading after the effective date of 

such amendment, repeal or adoption, and Swaps listed as of the effective date of such 

amendment, repeal or adoption with no open positions then in existence, unless otherwise 

specifically provided by the Board.

Rule 6026 [Reserved] 

Rule 6027 Governing Law, Jurisdiction and Dispute Resolution 

(a) The law of the State of New York governs the SEF Rules regardless of the laws that 

would otherwise apply under applicable choice-of-law principles. 

(b) Any dispute between the SEF and a Person arising from or in connection with the SEF 

Rules or use of the SEF must be brought to arbitration pursuant to subsection (c) of this 

Rule 6027 within two (2) years from the occurrence of the event giving rise to the 

dispute. This Rule 6027 shall in no way create a cause of action nor authorize an action 

that would otherwise be prohibited by the SEF Rules. 

(c) Any dispute between the SEF and a Person arising from or in connection with the SEF 

Rules will be settled by arbitration administered in New York County, New York by the 

American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules. 

The dispute will be submitted to one arbitrator who will be appointed by the AAA. Any 

arbitrator appointed for purposes of this Rule 6027 will have experience with and 

knowledge of commodities, derivatives and Swaps as listed on the National Roster of 

Arbitrators kept in the AAA’s records. Judgment on the award rendered by the arbitrator 

will be binding on the parties and may be entered in any state or federal court sitting in 

New York County, New York, and the SEF and each Person shall be deemed to have 

consented to the personal jurisdiction of any such court. Each party to the dispute will 

bear its own costs and expenses in connection with any arbitration hereunder, as well as 
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an equal share of the administrative fees and the fees of the arbitrator; provided, however, 

that the arbitrator will be entitled to include in any award a full reimbursement for the 

prevailing party’s costs and expenses, such party’s share of the administrative fees and 

the fees of the arbitrator, or any combination of any or all of the above. In the event that 

this Rule 6027 is held to be unenforceable in connection with any dispute or a claim is 

deemed by a court of competent jurisdiction to be not arbitrable, (i) exclusive jurisdiction 

for any such dispute will reside in any state or federal court sitting in New York County, 

New York, (ii) the SEF and the Person involved in the dispute will be presumed to have 

submitted to the personal jurisdiction of any such court, and (iii) an action to enforce any 

judgment or decision of such court may be brought in the same court or in any other court 

with jurisdiction or venue. Finally, all Persons unconditionally and irrevocably waive any 

and all right to trial by jury in connection with any such dispute. 

Rule 6028 Limitation of Liability, Indemnity 

(a) UNLESS ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL 

MISCONDUCT OF THE SEF, THE SEF, ITS SUBSIDIARIES AND AFFILIATES 

AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS 

(EACH A “RELATED PARTY” AND COLLECTIVELY “RELATED PARTIES”) 

HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO PARTICIPANTS OR 

TO THIRD PARTIES, FOR THE CORRECTNESS, QUALITY, ACCURACY, 

SECURITY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS, 

PRICING OR CONTINUED AVAILABILITY OF THE SEF SERVICES OR FOR 

DELAYS OR OMISSIONS OF THE SEF SERVICES, OR FOR THE FAILURE OF 

ANY CONNECTION OR COMMUNICATION SERVICE TO PROVIDE OR 

MAINTAIN PARTICIPANT ACCESS TO THE SEF SERVICES, OR FOR ANY 

INTERRUPTION IN OR DISRUPTION OF A PARTICIPANT’S ACCESS OR ANY 

ERRONEOUS COMMUNICATIONS BETWEEN THE SEF AND A PARTICIPANT. 

THE SEF AND ITS RELATED PARTIES ARE NOT LIABLE FOR ANY SPECIAL, 

INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH A 

PARTICIPANT OR ANY THIRD PARTY MAY INCUR OR EXPERIENCE 

BECAUSE THE PARTICIPANT ENTERED INTO THESE TERMS OR RELIED ON 

THE SEF SERVICES, EVEN IF THE SEF KNOWS OF THE POSSIBILITY OF 

THOSE DAMAGES. THE SEF AND ITS RELATED PARTIES ARE NOT 

RESPONSIBLE FOR INFORMING A PARTICIPANT OF ANY DIFFICULTIES THE 

SEF OR OTHER THIRD PARTIES EXPERIENCE CONCERNING USE OF THE SEF 

SERVICES OR TO TAKE ANY ACTION IN CONNECTION WITH THOSE 

DIFFICULTIES. THE SEF AND ITS RELATED PARTIES ALSO HAVE NO DUTY 

OR OBLIGATION TO VERIFY, CORRECT, COMPLETE OR UPDATE ANY 

INFORMATION DISPLAYED IN THE SEF SERVICES. EACH PARTICIPANT IS 

SOLELY RESPONSIBLE FOR ANY LOSSES, DAMAGES OR COSTS RESULTING 

FROM THE PARTICIPANT’S RELIANCE ON ANY DATA OR INFORMATION 

THAT THE SEF MAY PROVIDE IN CONNECTION WITH A PARTICIPANT’S USE 

OF THE SEF SERVICES. 

(b) THE SEF DOES NOT MAKE ANY RECOMMENDATION AS TO THE 

SUITABILITY OF ANY INVESTMENT OR PROPOSED TRANSACTION. EACH 
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PARTICIPANT ACKNOWLEDGES THAT THE SEF WILL NOT, AND ARE UNDER 

NO DUTY TO, PROVIDE ADVICE IN RELATION TO ANY SUCH TRANSACTION 

OR PROPOSED TRANSACTION THROUGH ANY SEF SERVICE. EACH 

PARTICIPANT AGREES THAT (I) THE SEF SERVICES ARE NOT AND WILL NOT 

BE THE BASIS FOR ANY OF INVESTMENT DECISIONS BY A PARTICIPANT 

AND (II) PARTICIPANTS ARE SOLELY RESPONSIBLE FOR (A) ANY 

INVESTMENT OR TRADING DECISIONS THAT THE PARTICIPANT MAKES 

WITH RESPECT TO THE PRODUCTS AVAILABLE VIA ANY SEF SERVICE AND 

(B) DETERMINING WHETHER ANY TRANSACTION IS SUITABLE, 

APPROPRIATE OR ADVISABLE FOR THE PARTICIPANT OR SPONSORED 

PARTICIPANT OR CLIENTS OR CUSTOMERS. PROVISION OF THE SEF 

SERVICES DOES NOT MAKE THE SEF AN ADVISOR OR FIDUCIARY FOR A 

PARTICIPANT, SPONSORED PARTICIPANT, CLIENT OR CUSTOMER. THESE 

TERMS DO NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN 

OFFER TO BUY SECURITIES OR OTHER INSTRUMENTS. IN ADDITION, THE 

SEF SERVICES DO NOT INCLUDE ANY INVESTMENT, FINANCIAL, LEGAL OR 

TAX ADVICE WHICH PARTICIPANT MAY DESIRE OR NEED IN CONNECTION 

WITH ANY TRANSACTION. PARTICIPANTS ARE RESPONSIBLE FOR 

OBTAINING ANY LEGAL OR TAX ADVICE. 

(c) IF A THIRD PARTY CLAIMS THAT THE SEF SERVICES INFRINGE UPON ITS 

PATENT COPYRIGHT, OR TRADE SECRET, OR ANY SIMILAR INTELLECTUAL 

PROPERTY RIGHT, THE SEF WILL DEFEND THE PARTICIPANT AGAINST 

THAT CLAIM AT THE SEF’S EXPENSE AND PAY ALL DAMAGES THAT A 

COURT FINALLY AWARDS, PROVIDED THAT THE PARTICIPANT PROMPTLY 

NOTIFY THE SEF IN WRITING OF THE CLAIM AND COOPERATE WITH THE 

SEF IN THE DEFENSE OR ANY RELATED SETTLEMENT NEGOTIATIONS. THE 

SEF SHALL HAVE SOLE CONTROL OVER THE DEFENSE AND ANY 

NEGOTIATION FOR ITS SETTLEMENT OR COMPROMISE. IF SUCH A CLAIM IS 

MADE OR IS LIKELY TO BE MADE, THE SEF SHALL, AT THE SEF’S SOLE 

OPTION, HAVE THE RIGHT TO TAKE ONE OR MORE OF THE FOLLOWING 

ACTIONS AT NO ADDITIONAL COST TO THE PARTICIPANT: (I) PROCURE 

THE RIGHT FOR THE PARTICIPANT TO CONTINUE THE USE OF THE SEF 

SERVICES; (II) REPLACE THE SEF SERVICES WITH NON-INFRINGING 

SOFTWARE; OR (III) MODIFY THE SEF SERVICES SO AS TO BE NONINFRINGING. IF THE SEF DETERMINE THAT NONE OF THESE ALTERNATIVES 

IS REASONABLY AVAILABLE, THE PARTICIPANT AGREES TO 

IMMEDIATELY TERMINATE ITS USE OF THE SEF SERVICES ON THE SEF’S 

WRITTEN REQUEST. HOWEVER, THE SEF HAS NO OBLIGATION FOR ANY 

CLAIM BASED ON THE SEF’S USE OF THE SEF SERVICES IN ANY MANNER 

INCONSISTENT WITH THESE TERMS, PARTICIPANT’S MODIFICATION OF 

THE SEF SERVICES OR PARTICIPANT’S COMBINATION, OPERATION, OR USE 

OF THE SEF SERVICES WITH ANY PRODUCT, DATA, OR APPARATUS NOT 

SPECIFIED OR PROVIDED BY THE SEF, PROVIDED THAT SUCH CLAIM 

SOLELY AND NECESSARILY IS BASED ON SUCH COMBINATION, 

OPERATION OR USE, OR FOR CONTINUED ALLEGEDLY INFRINGING 

ACTIVITY BY THE PARTICIPANT AFTER THE PARTICIPANT HAVE BEEN 
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NOTIFIED OF POSSIBLE INFRINGEMENT, UNLESS APPROVED IN ADVANCE 

BY THE SEF. THE FOREGOING REPRESENTS THE SOLE AND EXCLUSIVE 

REMEDY FOR PARTICIPANTS WITH REGARD TO ANY OF THE ABOVE 

INFRINGEMENTS OR ALLEGED INFRINGEMENTS. 

(d) WITH THE EXCEPTION OF THE PROVISIONS OF RULE 6028(c), THE SEF’S 

LIABILITY AND THE COLLECTIVE LIABILITY OF THE SEF’S RELATED 

PARTIES AND THE THIRD PARTY SERVICE PROVIDERS SELECTED BY THE 

SEF, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN 

CONTRACT, TORT, OR OTHERWISE) OR IN ANY WAY CONNECTED TO A 

PARTICIPANT’S USE OF THE SEF SERVICES WILL NOT EXCEED $500,000 

UNLESS CAUSED DIRECTLY BY THE SEF’S GROSS NEGLIGENCE OR 

WILLFUL MISCONDUCT. 

(e) NONE OF THE ABOVE WILL LIMIT PARTICIPANT’S RIGHTS AND REMEDIES 

OTHERWISE AVAILABLE UNDER THE STATE OR FEDERAL SECURITIES 

LAWS, CFTC REGULATIONS OR THE CEA. 
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SECTION 7

EMERGENCIES 

Rule 7000 Emergency Actions 

(a) During an Emergency, the Board and/or the CEO (or, in his absence, the most senior 

Officer present), in consultation with the CFTC, as necessary, may implement temporary 

emergency procedures and rules (“Emergency Rules”), subject to the applicable 

provisions of the CEA and CFTC Regulations. Emergency Rules may require or 

authorize the SEF, the Board, any committee of the Board, the CEO, or any other Officer 

to take Emergency Action necessary or appropriate to respond to the Emergency. If 

applicable, the SEF may provide for the carrying out of Emergency Actions through its 

agreements with its Regulatory Services Provider. 

(b) Before any Emergency Rule may be adopted and enforced, a required vote of the Board 

must approve the enforcement of such Emergency Rule at a duly convened meeting. 

Directors may attend such a meeting by teleconference and such meeting may, if 

necessary, be conducted pursuant to Rule 2100(c). Notwithstanding, if the CEO (or, in 

his absence, the most senior Officer present) determines that Emergency Rules must be 

implemented with respect to an Emergency before a meeting of the Board can reasonably 

be convened, then the CEO (or such seniormost Officer) shall have the authority, without 

Board action, to implement any Emergency Rules with respect to such Emergency that he 

or she deems necessary or appropriate to respond to such Emergency. In such 

circumstances, the CEO (or such seniormost Officer) must convene a meeting of the 

Board (which may, if necessary, be conducted pursuant to Rule 2100(c)) as soon as 

practicable thereafter. Notwithstanding that the Board does not ratify or approve 

extending or making permanent any Emergency Rules implemented by the CEO or 

seniormost Officer pending convening of the Board meeting, all actions previously taken 

in accordance with such Emergency Rules shall remain binding and valid. 

(c) Whenever the SEF, the Board, any committee of the Board, the CEO or any other Officer 

takes actions necessary or appropriate to respond to an Emergency, a duly authorized 

representative of the SEF, where possible, will post an announcement in a Notice to 

Participants. When the Board, any committee of the Board or the CEO (or, in his 

absence, the most senior Officer present) determines that the Emergency has been 

reduced sufficiently to allow the SEF to resume normal functioning, any such actions 

responding to an Emergency will be terminated. 

(d) The SEF will use reasonable efforts to notify the CFTC prior to implementing, modifying 

or terminating an Emergency Rule. If such prior notification is not possible or 

practicable, the SEF will notify the CFTC as soon as possible or reasonably practicable 

but in all circumstances within twenty-four (24) hours of the implementation, 

modification or termination of such Emergency Rule. 

(e) Upon taking any action in response to an Emergency, the SEF will document the 

decision-making process related to such action. Such documentation will be kept for at 
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least five (5) years following the date on which the Emergency ceases to exist or to affect 

the SEF, and all such documentation will be provided to the CFTC upon request. 
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SECTION 8

RECORDKEEPING AND REPORTING 

Rule 8000 Maintenance of Books and Records by the SEF 

(a) The SEF shall keep, or cause to be kept, complete and accurate books and records of all 

activities relating to its business, including complete audit trails for all Swaps executed 

on or otherwise subject to the rules of the SEF, investigatory files, disciplinary files and 

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

Regulations. 

(b) The SEF shall retain all books and records related to a Swap executed on, or pursuant to 

the rules of, the SEF throughout the life of the Swap and for a period of at least five (5) 

years following the final termination of the Swap and shall retain all other books and 

records for a period of at least five (5) years, in each case, in a form and manner 

acceptable to the CFTC. All books and records related to a Swap executed on, or 

pursuant to the rules of, the SEF shall be readily accessible by the SEF via real-time 

electronic access throughout the life of the Swap and for two (2) years following the final 

termination, and all other books and records shall be readily accessible via real-time 

electronic access during the first two (2) years of the five-year period. All books and 

records shall be thereafter retrievable within three (3) business days through the 

remainder of the required retention period. 

(c) All books and records required to be maintained by the SEF shall be open to inspection 

upon request by any representative of the CFTC, the United States Department of Justice 

or the SEC or by any representative of a prudential regulator as authorized by the CFTC. 

In addition, all audit trail data and reconstructions shall be made available to the CFTC or 

the United States Department of Justice in a form, manner and time that is acceptable to 

the CFTC or the United States Department of Justice, as applicable. 

Rule 8001 Order Information 

(a) Each Authorized Trader entering an Order with respect to any Swap traded on or subject 

to the rules of the SEF must include with the Order, all data required to enable the SEF to 

meet its reporting obligations under Parts 43 and 45 of the CFTC Regulations, including 

without limitation: 

(1) the User ID; 

(2) the Participant ID; 

(3) the price or yield, quantity, maturity or expiration date; 

(4) the price and quantity; 

(5) side of the Order; 

(6) the CTI code; 
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(7) [Reserved]; 

(8) the Legal Entity Identifier of the Participant and, where the Participant is acting as 

agent, of the Customer or Client, with respect to the Swap for which the Order is 

placed; 

(9) a yes/no indication of whether the Participant, Customer or Client is a Swap 

Dealer; 

(10) a yes/no indication of whether the Participant, Customer or Client is a Major 

Swap Participant; 

(11) a yes/no indication of whether the Participant, Customer or Client is a Financial 

Entity; 

(12) a yes/no indication of whether the Participant, Customer or Client is a U.S. 

person; 

(13) [Reserved]; 

(14) if the Swap will be allocated: 

(i) an indication that the Swap will be allocated; 

(ii) the Legal Entity Identifier of the Account Manager acting as agent; 

(iii) a yes/no indication of whether the Account Manager acting as agent is a 

U.S. person; 

(iv) an indication of whether the Swap is a post-allocation Swap; 

(v) if the Swap is a post-allocation Swap, the account and Legal Entity 

Identifier for each Client that received allocations; and 

(vi) if the Swap is a post-allocation Swap, the USI of the original Transaction 

between the Reporting Counterparty and the Account Manager acting as 

agent; 

(15) if applicable, an indication that the Participant, Customer or Client will elect the 

End-User Clearing Exception for any Swap resulting from the Order; 

(16) a yes/no indication of whether the Order is part of a Package Transaction; and 

(17) if the Order is part of a Package Transaction, a description of the Transaction. 

(b) Participants and ISVs that operate systems that route orders to the SEF are responsible for 

maintaining or causing to be maintained a routing/front-end audit trail for all Orders, 

which shall include Order entry, modification and cancellation and any SEF responses to 

such messages. For executed Orders, such audit trail must record the execution time of 
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the Transaction, along with all fill information. Participants and ISVs shall maintain audit 

trail information as required by Applicable Law and must have the ability to produce 

audit trail data in a reasonably usable format upon request of the SEF. The SEF will 

enforce these audit trail and recordkeeping requirements by conducting an annual review 

of all Participants to verify their compliance with the SEF's audit trail and recordkeeping 

requirements. 

Rule 8002 Books and Records 

(a) All Members, Customers and Clients must prepare and keep, or cause to be kept, all 

books, ledgers and other records relating to its activity on the SEF required to be kept by 

it pursuant to Applicable Law, and must prepare and keep such other books and records 

relating to its SEF activity as the SEF may from time to time prescribe. Such books and 

records must include, without limitation, records of such Person’s trading, including 

records of the Person’s activity in the index or instrument used as a reference price, the 

underlying commodity and related derivatives markets, and records of all non-swap 

components of Package Transactions. Each such Person shall make such books and 

records available, upon request, to the SEF, the SEF’s Regulatory Services Provider, the 

CFTC or the United States Department of Justice and as otherwise required by 

Applicable Law. 

(b) In addition to the information required by subsection (a) of this Rule 8002, each Member 

must comply with all applicable requirements of CFTC Regulations 1.31 and 1.35. 

(c) If a Participant cannot enter an Order received from its Customer into the SEF, either 

directly or indirectly through an Execution Specialist, the Participant must immediately 

create an electronic record that includes the account identifier that relates to the 

Customer, time of receipt and terms of the Order. 

(d) Each Person required to keep records in accordance with this Rule 8002 shall keep all 

books and records in accordance with the SEF Rules for a period of five (5) years from 

the date on which they are first prepared unless otherwise provided in these Rules or 

other Applicable Law. Such books and records shall be readily accessible during the first 

two (2) years of such five-year period, unless otherwise provided in the SEF Rules or 

other Applicable Law. Each such Person that is a counterparty to a Swap on, or pursuant 

to the rules of, the SEF shall retain all books and records related to such Swap for the life 

of the Swap and for a period of at least five (5) years following the final termination of 

the Swap. Each such Person that is a counterparty to an Uncleared Swap on, or pursuant 

to the rules of, the SEF shall notify the SEF of any extension of the final termination of 

the Swap beyond the original stated maturity in order to enable the SEF to comply with 

Rule 8000(b) and the SEF’s obligations under Applicable Law. 

(e) The SEF may require a Member, Customer or Client to furnish any information in 

connection with such Person’s activities on the SEF including (i) information relating to 

Swaps executed on or pursuant to the rules of the SEF, on or pursuant to the rules of 

other swap execution facilities, DCMs or in related derivatives markets or to transactions 

or positions in the products underlying, related to or indexed to those Swaps or to which 
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those Swaps are indexed (in whole or in part), and (ii) information requested by a 

Government Agency relating to the SEF and/or the SEF’s compliance with Applicable 

Law that the SEF believes is maintained by, or otherwise in the possession or control of, 

such Person. 

(f) Each Authorized Trader shall prepare and keep, or cause to be kept, all books, ledgers 

and other records relating to its activity on the SEF as may be required to enable its 

related Member to comply with such Member’s obligations under this Rule 8002. Each 

Authorized Trader shall not knowingly take any action that would cause its associated 

Member to fail to comply with Rule 8002(d), and each Authorized Trader shall cooperate 

as necessary to enable its associated Member to comply with such Member’s obligations 

under Rule 8002(e). 

(g) Without limiting the generality of the foregoing, with respect to any Swap that has been 

allocated following execution on or pursuant to the rules of the SEF, all Members, 

Customers and Clients must prepare and keep, or cause to be kept, all books, ledgers and 

other records as may be necessary to provide relevant information with respect to such 

post-trade allocation and will furnish such information to the SEF if the SEF, at the 

request of the CFTC or otherwise, requests such information. The foregoing is intended 

to comply with the conditions of the time-limited no-action relief granted pursuant to 

CFTC Letter 15-68 issued on December 22, 2015 and scheduled to expire at 11:59 p.m. 

(Eastern Time) on November 15, 2017. 

Rule 8003 Recordkeeping Requirements for Block Trades 

Block Trades submitted to the SEF in accordance with Rule 4016(b) must comply with the 

following recordkeeping requirements: 

(a) Block Trades must be submitted in the form of a written or electronic record and must 

include information meeting the requirements of Rule 8001, including, without limiting 

the generality of the foregoing, Legal Entity Identifier information required by Rule 

8001(8) with respect to parties and, where required, their agents, and a timestamp 

reflecting the date and time that the submission was received by the SEF. 

(b) The record shall also include a timestamp reflecting the date and time that the 

Transaction was executed or cancelled to the nearest millisecond. 

Rule 8004 Access to Position Information 

Without limiting any provision of these SEF Rules, the SEF and any Regulatory Services 

Provider, shall have the authority to obtain from any Participant, Sponsored Participant, Account 

Manager, Customer or Client, or Supervised Person information with respect to positions of such 

Person or any Sponsored Participant, Customer or Client, or Supervised Person. This authority 

shall include the authority to obtain information concerning positions maintained at other firms, 

and it shall be the obligation of a Participant receiving such an inquiry to obtain such information 

from its Account Manager, Sponsored Participant, Customer, Client, or any Supervised Person. 

In the event a Participant Sponsored Participant, Customer, Client, or any Supervised Person 

fails to provide the requested information the SEF, in addition to any other remedy provided in 
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these SEF Rules, may order that the Participant, Account Managers, Sponsored Participant, 

Customer, Client, or any Supervised Person liquidate the positions that are related to the inquiry. 

Rule 8005 Reporting to a Swap Data Repository 

(a) The SEF will report each Swap executed on, or pursuant to the rules of, the SEF as soon 

as technologically practicable after execution to a Swap Data Repository in compliance 

with Parts 43 and 45 of the CFTC Regulations. The SEF may report to following SDRs: 

• DTCC SDR for Rates, Credit, FX and Equities, and 

• DTCC SDR, CME SDR and ICE Trade Vault for Commodities. 

Without limiting the generality of the foregoing, for each Swap executed on or pursuant 

to the rules of the SEF, the SEF will report all required swap creation data, as soon as 

technologically practicable after execution of the Swap. This report will include all 

required primary economic terms data and confirmation data for each Swap, as such 

terms are defined in Section 45.1 of the CFTC Regulations. 

(b) The Reporting Counterparty for each Swap shall be established pursuant to CFTC 

Regulation 45.8. If the identity of the Reporting Counterparty cannot be established under 

CFTC Regulation 45.8, the ISDA Reporting Counterparty Rules shall be applied as 

provided in Appendix A hereto. 

(c) [Reserved] 

(d) If at any time the Reporting Counterparty for a Transaction that was executed on, or 

pursuant to the rules of, the SEF becomes aware of an error or omission in the swap 

transaction or pricing data that was reported with respect to such Transaction, either 

through its own initiative or through notice by the other party to the Transaction, such 

party shall promptly notify the SEF of the error and/or correction. Upon receiving a 

notification from the Reporting Counterparty or otherwise becoming aware of an error or 

omission in the swap transaction or pricing data reported with respect to a Transaction 

executed on, or pursuant to the rules of, the SEF, the SEF shall promptly submit corrected 

data to the same Swap Data Repository to which the Transaction was previously reported. 

For the avoidance of doubt, if a Transaction was incorrectly executed, Rule 5103 shall 

apply. 

(e) No Person shall submit or agree to submit a cancellation or correction for the purpose of 

re-reporting swap transaction and pricing data in order to gain or extend a delay in public 

dissemination of accurate swap transaction or pricing data or to otherwise evade 

Applicable Law, including the reporting requirements set forth in Part 43 of the CFTC 

Regulations. 

(f) All Swaps executed on, or pursuant to the rules of, the SEF are reported to the Swap Data 

Repository of the Depository Trust and Clearing Corporation, except that “other 

commodity” swaps (as defined under Part 45 of the CFTC Regulations) are reported to a 

Swap Data Repository selected by the parties prior to executing the relevant Swap. 
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Rule 8006 Timely Publication of Trading Information 

The SEF will publish trading information as required by Core Principle 9 of Part 37 and by 

Part 16 of the CFTC Regulations.