Form SEF

COMMODITY FUTURES TRADING COMMISSION

FORM SEF
SWAP EXECUTION FACILITY
APPLICATION OR AMENDMENT TO APPLICATION FOR REGISTRATION
REGISTRATION INSTRUCTIONS
Intentional misstatements or omissions of material fact may constitute federal
criminal violations (7 U.S.C. 13 and 18 U.S.C. 1001) or grounds for disqualification
from registration.
DEFINITIONS
Unless the context requires otherwise, all terms used in this Form SEF have the same
meaning as in the Commodity Exchange Act, as amended (“Act”), and in the General
Rules and Regulations of the Commodity Futures Trading Commission (“Commission”)
thereunder (17 CFR chapter I).
For the purposes of this Form SEF, the term “Applicant” shall include any applicant for
registration as a swap execution facility or any applicant amending a pending application.
GENERAL INSTRUCTIONS
1. This Form SEF, which includes instructions, a Cover Sheet, and required Exhibits
(together, “Form SEF”), is to be filed with the Commission by all Applicants,
pursuant to section 5h of the Act and the Commission’s regulations thereunder.
Applicants may prepare their own Form SEF, but must follow the format prescribed
herein. Upon the filing of an application for registration in accordance with the
instructions provided herein, the Commission will publish notice of the filing and
afford interested persons an opportunity to submit written comments concerning such
application. No application for registration shall be effective unless the Commission,
by order, grants such registration.
2. Individuals’ names, except the executing signature, shall be given in full (Last Name,
First Name, Middle Name).
3. Signatures on all copies of the Form SEF filed with the Commission can be executed
electronically. If this Form SEF is filed by a corporation, it shall be signed in the
name of the corporation by a principal officer duly authorized; if filed by a limited
liability company, it shall be signed in the name of the limited liability company by a
manager or member duly authorized to sign on the limited liability company’s behalf;
if filed by a partnership, it shall be signed in the name of the partnership by a general
partner duly authorized; if filed by an unincorporated organization or association
which is not a partnership, it shall be signed in the name of such organization or

610

CFTC Form SEF
association by the managing agent, i.e., a duly authorized person who directs or
manages or who participates in the directing or managing of its affairs.
4. If this Form SEF is being filed as an application for registration, all applicable items
must be answered in full. If any item is inapplicable, indicate by “none,” “not
applicable,” or “N/A,” as appropriate.
5. Under section 5h of the Act and the Commission’s regulations thereunder, the
Commission is authorized to solicit the information required to be supplied by this
Form SEF from any Applicant seeking registration as a swap execution facility.
Disclosure by the Applicant of the information specified in this Form SEF is
mandatory prior to the start of the processing of an application for registration as a
swap execution facility. The information provided in this Form SEF will be used for
the principal purpose of determining whether the Commission should grant or deny
registration to an Applicant. The Commission may determine that additional
information is required from an Applicant in order to process its application. A Form
SEF that is not prepared and executed in compliance with applicable
requirements and instructions may be returned as not acceptable for filing.
Acceptance of this Form SEF, however, shall not constitute a finding that the
Form SEF has been filed as required or that the information submitted is true,
current, or complete.
6. Except in cases where confidential treatment is requested by the Applicant and
granted by the Commission pursuant to the Freedom of Information Act and the rules
of the Commission thereunder, information supplied on this Form SEF will be
included in the public files of the Commission and will be available for inspection by
any interested person.
APPLICATION AMENDMENTS
1. An Applicant amending a pending application for registration as a swap execution
facility shall file an amended Form SEF electronically with the Secretary of the
Commission in the manner specified by the Commission.
2. When filing this Form SEF for purposes of amending a pending application, an
Applicant must re-file the entire Cover Sheet, amended if necessary, include an
executing signature, and attach thereto revised Exhibits or other materials marked to
show any amendments. The submission of an amendment to a pending application
represents that the remaining items and Exhibits that are not amended remain true,
current, and complete as previously filed.
WHERE TO FILE
This Form SEF must be filed electronically with the Secretary of the Commission in the
manner specified by the Commission.

611

CFTC Form SEF
COMMODITY FUTURES TRADING COMMISSION

FORM SEF
SWAP EXECUTION FACILITY
APPLICATION OR AMENDMENT TO APPLICATION FOR REGISTRATION
COVER SHEET
______________________________________________________________________________
Exact name of Applicant as specified in charter
______________________________________________________________________________
Address of principal executive offices

† If this is an APPLICATION for registration, complete in full and check here.
† If this is an AMENDMENT to a pending application, complete in full, list all items
that are amended and check here.
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________

GENERAL INFORMATION
1. Name under which the business of the swap execution facility is or will be conducted,
if different than name specified above (include acronyms, if any):
_____________________________________________________________________
2. If name of swap execution facility is being amended, state previous swap execution
facility name:
_____________________________________________________________________
3. Contact information, including mailing address if different than address specified
above:
_____________________________________________________________________
Number and Street
_____________________________________________________________________
City
State
Country
Zip Code
_____________________________________________________________________
Main Phone Number
Fax
_____________________________________________________________________
Website URL
E-mail Address
612

CFTC Form SEF
4. List of principal office(s) and address(es) where swap execution facility activities
are/will be conducted:
Office

Address

_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
5. If the Applicant is a successor to a previously registered swap execution facility,
please complete the following:
a. Date of succession
_________________________
b. Full name and address of predecessor registrant
__________________________________________________________________
Name
__________________________________________________________________
Number and Street
__________________________________________________________________
City
State
Country
Zip Code
__________________________________________________________________
Main Phone Number
Website URL
BUSINESS ORGANIZATION
6. Applicant is a:

†
†
†
†

Corporation
Partnership
Limited Liability Company
Other form of organization (specify)
______________________________________________

7. Date of incorporation or formation:
______________________________________________
8. State of incorporation or jurisdiction of organization:
___________________________________

613

CFTC Form SEF
9. Date of fiscal year end of organization:
___________________________________
10. The Applicant agrees and consents that the notice of any proceeding before the
Commission in connection with this application may be given by sending such notice
by certified mail to the person named below at the address given.
_____________________________________________________________________
Print Name and Title
_____________________________________________________________________
Name of Applicant
_____________________________________________________________________
Number and Street
_____________________________________________________________________
City
State
Zip Code
SIGNATURES
11. The Applicant has duly caused this application or amendment to be signed on its
behalf by the undersigned, hereunto duly authorized, this ____________ day of
______________________________, 20_____. The Applicant and the undersigned
represent hereby that all information contained herein is true, current, and complete.
It is understood that all required items and Exhibits are considered integral parts of
this Form SEF and that the submission of any amendment represents that all
unamended items and Exhibits remain true, current, and complete as previously filed.
_____________________________________________________________________
Name of Applicant
_____________________________________________________________________
Signature of Duly Authorized Person
_____________________________________________________________________
Print Name and Title of Signatory

614

COMMODITY FUTURES TRADING COMMISSION

FORM SEF
SWAP EXECUTION FACILITY
APPLICATION OR AMENDMENT TO APPLICATION FOR REGISTRATION
EXHIBIT INSTRUCTIONS
The following Exhibits must be filed with the Commission by each Applicant applying for
registration as a swap execution facility pursuant to section 5h of the Act and the Commission’s
regulations thereunder. The Exhibits must be labeled according to the items specified in this
Form SEF.
The application must include a Table of Contents listing each Exhibit required by this Form SEF
and indicating which, if any, Exhibits are inapplicable. For any Exhibit that is inapplicable, next
to the Exhibit letter specify “none,” “not applicable,” or “N/A,” as appropriate. The Table of
Contents must indicate whether each item submitted for each Exhibit required by this Form SEF
is subject to a request for confidential treatment.
If an Applicant seeks confidential treatment of any Exhibit or a portion of any Exhibit, the
Applicant must mark such Exhibit with a prominent stamp, typed legend, or other suitable form
of notice on each page or portion of each page stating “Confidential Treatment Requested by
[Applicant].” If marking each page is impracticable under the circumstances, a cover sheet
prominently marked “Confidential Treatment Requested by [Applicant]” should be provided for
each group of records submitted for which confidential treatment is requested. Each of the
records transmitted in this manner shall be individually marked with an identifying number and
code so that they are separately identifiable. An Applicant must also file a confidentiality
request in a form and manner specified with the Secretary of the Commission.
LIST OF EXHIBITS
EXHIBITS — BUSINESS ORGANIZATION
1. Attach as Exhibit A:
a. The name of any person who owns ten percent or more of the Applicant’s stock or
who, either directly or indirectly, through agreement or otherwise, in any other
manner, may control or direct the management or policies of the Applicant.
b. The full name and address of each such person and attach a copy of the agreement or,
if there is none written, describe the agreement or basis upon which such person
exercises or may exercise such control or direction.

615

CFTC Form SEF – Exhibits
2. Attach as Exhibit B, a list of the present officers, directors, governors (and, in the case of an
Applicant that is not a corporation, the members of all standing committees, grouped by
committee), or persons performing functions similar to any of the foregoing, of the swap
execution facility or of any entity that performs the regulatory activities of the Applicant,
indicating for each:
a. Name
b. Title
c. Dates of commencement and termination of present term of office or position
d. Length of time each present officer, director, or governor has held the same office or
position
e. Brief account of the business experience of each officer and director over the last five
years
f. Any other business affiliations in the derivatives or securities industry
g. For directors, list any committees on which they serve and any compensation
received by virtue of their directorship
h. A description of:
(1) Any order of the Commission with respect to such person pursuant to section
5e of the Act;
(2) Any conviction or injunction against such person within the past ten years;
(3) Any disciplinary action with respect to such person within the last five years;
(4) Any disqualification under sections 8b and 8d of the Act;
(5) Any disciplinary action under section 8c of the Act; and
(6) Any violation pursuant to section 9 of the Act.
3. Attach as Exhibit C:
a. A copy of the constitution, articles of incorporation, formation, or association with all
amendments thereto, partnership or limited liability agreements, and existing by-laws,
operating agreement, committee charter, rules or instruments corresponding thereto,
as applicable, of the Applicant.
b. A narrative that sets forth the fitness standards for the Board of Directors and its
composition including the number and percentage of public directors.
c. A certificate of good standing dated within one week of the date of this Form SEF.
4. Attach as Exhibit D:
a. A narrative or graphic description of the organizational structure of the Applicant.
Include a list of the legal names of all affiliates of the Applicant and indicate the
general nature of the affiliation. Note: If the swap execution facility activities of the
Applicant are or will be conducted primarily by a division, subdivision, or other
separate entity within the Applicant, corporation, or organization, describe the
relationship of such entity within the overall organizational structure and attach as
Exhibit D a description only as it applies to the division, subdivision, or separate
entity, as applicable.

616

CFTC Form SEF – Exhibits
b. Provide any relevant jurisdictional information, including any and all jurisdictions in
which the Applicant and any affiliated entity engaged in financial services or markets
activities, including, but not limited to, trading, clearing, or reporting of swaps are
doing business; registration status, including pending applications (e.g., country,
regulator, registration category, date of registration); and nature of the business.
Provide the address for legal service of process for each jurisdiction, which cannot be
a post office box.
5. Attach as Exhibit E:
a. A narrative or graphic description of the personnel structure that specifies the
reporting lines and identifies the name and position for each officer, manager, and
supervisor employed by or seconded to the Applicant for the operation of the
Applicant as a swap execution facility. The narrative or graphic description of the
personnel should identify the reporting line and estimated number of positions within
any other category of non-management and non-supervisory employees employed by
or seconded to the Applicant or the division, subdivision, or other separate entity
within the Applicant.
b. Provide a description of the duties as well as the background, skills, and any other
qualifications necessary for each officer, manager, supervisor, and any other category
of non-management and non-supervisory employees employed by or seconded to the
Applicant or the division, subdivision, or other separate entity within the Applicant.
6. Attach as Exhibit F, a brief description of any material pending legal proceeding(s), other
than ordinary and routine litigation incidental to the business, to which the Applicant or any
of its affiliates is a party or to which any of its or their property is the subject. Include the
name of the court or agency where the proceeding(s) are pending, the date(s) instituted, the
principal parties involved, a description of the factual basis alleged to underlie the
proceeding(s), and the relief sought. Include similar information as to any proceeding(s)
known to be contemplated by the governmental agencies.
EXHIBITS — FINANCIAL INFORMATION
7. Attach as Exhibit G:
a. The following financial statements: balance sheet, income statement, statement of
cash flows, and all notes or schedules thereto, as of the most recent fiscal year of the
Applicant. If the Applicant is a newly-formed entity and does not have these
financial statements, then the Applicant should provide pro forma financial
statements for a six-month operating period. If any financial statements certified by
an independent public accountant are available, the Applicant should submit those
statements with this Exhibit G. The financial statements shall be prepared in
accordance with generally accepted accounting principles in the United States and
denominated in U.S. dollars. Applicants not domiciled in the United States, and not
otherwise required to prepare financial statements in accordance with generally

617

CFTC Form SEF – Exhibits
accepted accounting principles in the United States, may prepare their financial
statements in accordance with either the International Financial Reporting Standards
issued by the International Accounting Standards Board, or a comparable
international standard the Commission may otherwise accept in its discretion.
b. A narrative with appropriate financial calculations demonstrating:
(1) That the value of the financial resources of the Applicant exceeds the total
amount that would enable the Applicant to cover its operating costs for a
period of at least one year, calculated on a rolling basis that would enable it to
comply with the core principles set forth in section 5h of the Act and the
Commission’s regulations;
(2) That the Applicant has unencumbered, liquid financial assets (i.e., cash and/or
highly liquid securities) equal to at least the greater of three months operating
costs or the cost to wind-down operations as a swap execution facility; and
(3) The methodology by which the Applicant has computed the current market
value of each financial resource used to meet its regulatory obligations
pursuant to § 37.1301 and § 37.1303 of the Commission’s regulations (17
CFR 37.1301 and 37.1303) and indicate any reductions in value which reflect
market and credit risk as appropriate.
c. Documentation demonstrating the existence of any committed lines of credit or
similar facility relied upon for the purpose of meeting the requirements of § 37.1303
of the Commission’s regulations (17 CFR 37.1303) (e.g., copies of agreements
establishing or amending a credit facility or similar facility).
d. A list of the Applicant’s expenses which itemizes any costs excluded or pro-rated in
determining the operating costs of the Applicant for a one-year period on a rolling
basis. Provide an explanation of the basis for the Applicant’s determination to
exclude or pro-rate expenses.
e. An itemized list of all costs that the Applicant would incur to wind-down the
operations of the Applicant as a swap execution facility, the projected amount of time
of any such wind-down period, and an explanation of the basis by which the
Applicant has determined such estimated costs and time.
8. Attach as Exhibit H:
a. A complete list of all dues, fees, and other charges to be imposed by or on behalf of
the Applicant. Identify the service or services provided for each of these dues, fees,
and other charges. Identify any market maker programs, other incentive programs, or
any other discount on dues, fees, or other charges to be imposed by the Applicant.
b. A description of the basis, methods, and any factors used in determining the level and
structure of the dues, fees, and other charges listed in paragraph (a) of this item.

618

CFTC Form SEF – Exhibits
EXHIBITS — COMPLIANCE
9. Attach as Exhibit I, a regulatory compliance chart with citations to the Applicant’s relevant
rules, policies, and procedures that describe the manner in which the Applicant is able to
comply with each core principle. The Applicant must provide an explanation of any novel
issues for which compliance with a core principle is not self-evident, including an
explanation of how that item satisfies the core principles.
10. Attach as Exhibit J, a copy of the Applicant’s rules (as defined in § 40.1 of the
Commission’s regulations, 17 CFR 40.1) and any technical manuals, other guides, or
instructions for users of the Applicant, including minimum financial standards for market
participants. Include rules on publication of daily trading information pursuant to the
requirements of part 16 of the Commission’s regulations (17 CFR part 16). The Applicant
should include an explanation and any other form of documentation that would be helpful to
explain or demonstrate how the documentation provided in this Exhibit J supports the
Applicant’s compliance with the core principles.
11. Attach as Exhibit K, a copy of any compliance manual and any other documents that
describe with specificity the manner in which the Applicant will conduct trade practice,
market, and financial surveillance and maintain trading data.
12. Attach as Exhibit L, executed or executable copies of all user agreements, including, but not
limited to, on-boarding documentation, regulatory data usage consent agreements,
intermediary documentation, and arrangements for alternative dispute resolution. Provide a
narrative of the legal, operational, and technical requirements for users to directly or
indirectly access the Applicant’s facility.
13. Attach as Exhibit M,
a. A list of the swap data repositories to which the Applicant will report data related to
swaps and the respective asset classes for which the Applicant will report data related to
swaps for each Commission-registered swap data repository.
b. An executed copy of all agreements regarding the reporting of data related to swaps
between the Applicant and each Commission-registered swap data repository to which
the Applicant will report data related to swaps.
c. A representation from each Commission-registered swap data repository that states that
the Applicant has satisfactorily completed all legal, technical, and operational
requirements, including all necessary testing, to enable the Commission-registered swap
data repository to reliably accept swap reporting data from the Applicant.
14. Attach as Exhibit N, which is required only for an Applicant that seeks to offer swaps for
trading that may be cleared through a clearing organization,

619

CFTC Form SEF – Exhibits
a. A list of the (1) Commission-registered derivatives clearing organizations and (2)
derivatives clearing organizations that the Commission has determined are exempt from
registration, to which the Applicant will submit swap transactions for clearing. The list
shall identify the asset classes for which the Applicant will submit swap transactions for
clearing.
b. A representation that clearing members of each (1) Commission-registered derivatives
clearing organization and (2) derivatives clearing organization that the Commission has
determined is exempt from registration, will guarantee all swap transactions submitted by
the Applicant for clearing.
c. An executed copy of the clearing agreement and any related documentation for each (1)
Commission-registered derivatives clearing organization and (2) derivatives clearing
organization that the Commission has determined is exempt from Commission
registration, that will clear swap transactions submitted by the Applicant.
d. A representation from each Commission-registered derivatives clearing organization and
derivatives clearing organization that the Commission has determined is exempt from
registration that will clear swap transactions for the Applicant, that states that the
Applicant has satisfactorily completed all legal, technical, and operational requirements,
including all necessary testing, to enable such clearing organization to reliably accept
swap transactions from the Applicant.
15. Attach as Exhibit O, executed or executable copies of any agreements or contracts entered
into or to be entered into by the Applicant, including third-party regulatory service provider
agreements that enable the Applicant to comply with applicable core principles that are not
otherwise attached within Exhibits L, M, N, or Q. For each agreement, identify the services
that will be provided and the core principles addressed by such agreement.
16. Attach as Exhibit P, an explanation regarding the operation of the Applicant’s trading
system(s) or platform(s) and the manner in which the system(s) or platform(s) satisfy any
Commission rules, interpretations, or guidelines regarding a swap execution facility’s
execution methods, including the requirements in § 37.201(a) of the Commission’s
regulations (17 CFR 37.201(a)). Where possible, this explanation should include screenshots
of the Applicant’s trading system(s) or platform(s).
EXHIBITS — OPERATIONAL CAPABILITY
17. Attach as Exhibit Q, information responsive to the Program of Risk Analysis and Oversight
Technology Questionnaire. This questionnaire focuses on information pertaining to the
Applicant’s program of risk analysis and oversight. Main topic areas include: information
security; business continuity-disaster recovery planning and resources; capacity and
performance planning; systems operations; systems development and quality assurance; and
physical security and environmental controls. The questionnaire will be available on the
Commission’s website.

620