Exhibit B

(02.21.1701.19.18)

Effective Date: March 8, 

201702.02.18

5922707-89

TW SEF LLC

SWAP EXECUTION FACILITY

RULES
Package Transaction

The term “Package Transaction” means a transaction involving two or more instruments:

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

economic transaction with simultaneous or near simultaneous execution of all

components; (iii) that has at least one component that is a Swap that is made available to

trade and therefore is subject to the CEA Section 2(h)(8) trade execution requirement; and

(iv) where the execution of each component is contingent upon the execution of all other

components.

Participant

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

these Rules and who may permit Authorized Users of such Participant to exercise such

Trading Privileges pursuant to the Rules. Except as expressly permitted in these Rules, a

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

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

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

Participant Data

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

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

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

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

of a Client Account.

Participant Documentation

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

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

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

Trading Privileges on the SEF.

Participation Committee

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

pursuant to Rule 204.

Permitted Package Transaction

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

relief from CFTC Regulation 37.9 under CFTC No-Action Letter No. 14-137 (Extension of

No-Action Relief from the Commodity Exchange Act Sections 2(h)(8) and 5(d)(9) and from

Commission Regulation § 37.9 and Additional No-Action Relief for Swap Execution

Facilities from Commission Regulation § 37.3(a)(2) for Swaps Executed as Part of Certain

Package Transactions) (Nov. 10, 2014) (expiring February 12, 2016), or under any

subsequent temporary or permanent CFTC rule, guidance or other action (including CFTC

No-Action Letter 1617-7655 (Extension of No-Action Relief from the Commodity Exchange 

Act Sections 2(h)(8) and 5(d)(9) of the Commodity Exchange Act and from Commission

Regulation § 37.9 and No-Action Relief for Swap Execution Facilities from Commission 

Regulation §Regulations 37.3(a)(2) and 37.9 for Swaps Executed as Part of Certain

Package Transactions) (Nov. 1, 2016Oct. 31, 2017) (expiring Nov. 15, 20172020)).

Permitted Transaction

The term “Permitted Transaction” means any transaction not involving a Swap that is

required by Section 2(h)(8) of the CEA to be executed on, or pursuant to the rules of, a

swap execution facility or a designated contract market.

 11
(E) be screened against applicable Risk-Based Limits in accordance with

Rule 1003; and

(F) be deemed void ab initio where the Block Trade is rejected from

clearing on the basis of credit to the extent required by Applicable Law

(including 37.9(a)(2) (Methods of Execution For Required and Permitted

Transactions) and 37.203(a) (Rule Enforcement Program) and in

compliance with Rule 1004.

(iv) This Rule 411(d) is adopted pursuant to CFTC No-Action Letter No. 14-118

(No-Action Relief for Swap Execution Facilities from Certain “Block Trade”

Requirements in Commission Regulation 43.2) (September 19, 2014), which

has been extended by subsequent no-action relief, including CFTC No-Action

Letter No. 1517-60 (Extension of No-Action Relief for Swap Execution Facilities

from Certain “Block Trade” Requirements in Commission Regulation 43.2)

(November 2, 201514, 2017), expiring November 15, 2016, and CFTC

No-Action Letter No. 16-74 (Extension of No-Action Relief for Swap Execution

Facilities from Certain “Block Trade” Requirements in Commission Regulation

43.2) (October 7, 2016), expiring November 15, 2017.2020.

(v) This Rule 411(d) applies only to Block Trades that are Cleared Swaps.

411.A. Package Transactions.

(a) The Company may from time to time designate Package Transactions eligible for

execution on the SEF pursuant to this Rule 411.A.

(b) A Permitted Package Transaction executed on the SEF may be executed by any

execution method permitted under Rule 404.

(c) The parties (and any Introducing Agent or Account Manager acting on behalf of either

party) to a Permitted Package Transaction designated as eligible for execution on the

SEF must comply with applicable policies and procedures that may be established from

time to time by the Company.

412. Emergencies

(a) Emergency Defined. The term “Emergency” means any occurrence or circumstance

that, in the opinion of the Board, the CEO or the Chief Administrative Officer, requires

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

liquidation of or delivery pursuant to, any Swap traded pursuant to these Rules. An

Emergency may include any of the following:

(i) Any manipulative activity or attempted manipulative activity;

(ii) Any actual, attempted or threatened corner, squeeze, congestion or undue

concentration of positions;

(iii) Any circumstance that may materially affect the performance of Swaps,

including failure of the payment system or the bankruptcy or insolvency of any

Participant or Trading Customer;

(iv) Any action taken by the U.S. federal or any foreign government, any other

governmental body, or any other entity or trading facility (foreign or domestic), in

each case that may have a direct impact on clearing, settlement or trading on

the SEF; and

(v) Any circumstance that may have a severe, adverse effect upon the functioning

of the SEF.

 42
1003. Clearing Arrangements

(a) As a condition to submitting or responding to an Order in the Order Book, submitting,

responding or accepting a response to an RFQ, or transacting a Block Trade, Permitted

Package Transaction, New Swap/Old Terms or New Swap/Corrected Terms, in each

case for or involving a Cleared Swap, a Participant or Trading Customer that is not a

Clearing Member must, for each Cleared Swap, designate a Clearing Member to

pre-screen (underin a manner consistent with the risk management requirements of

futures commission merchants that are clearing members set forth in CFTC Regulation

1.73) and clear the Participant’s, Trading Customer’s, or Client Account’s side, as

applicable, of the Cleared Swap that has entered into a Clearing Member Relationship

Agreement with the Company designating (on the Clearing Customer List attached to

such Clearing Member Relationship Agreement or pursuant to the Clearing

Member/Participant onboarding process established by the Company) the Participant,

Trading Customer or Client Account, as applicable, as a customer or proprietary

account of the Clearing Member with respect to that class of Cleared Swaps and the

DCO designated for clearing the Cleared Swap. The Company shall communicate the

procedures for such onboarding process, if applicable, as a Notice to Participants

consistent with Rule 310.

(b) As a condition to submitting or responding to an Order in the Order Book, submitting,

responding or accepting a response to an RFQ, or transacting a Block Trade, Permitted

Package Transaction, New Swap/Old Terms or New Swap/Corrected Terms, in each

case for or involving a Cleared Swap, a Participant or Trading Customer that is a

Clearing Member with respect to such Cleared Swap must (i) screen such Order for

compliance with such Participant’s or Trading Customer’s Risk-Based Limits in a

manner consistent with the requirements of CFTC Regulation 23.609 and (ii) take steps

reasonably designed to ensure that any Cleared Swap resulting from such Order is

accepted for clearing at the applicable DCO.

(c) To the extent required by Applicable Law, the parties to a Cleared Swap that is or is a

component of a Block Trade or Permitted Package Transaction, respectively, that is not

executed on the SEF must comply with the obligations set out in Rule 1003(a) and (b),

as applicable.

1004. Swaps Rejected From Clearing

(a) To the extent required by Applicable Law (including 37.9(a)(2) (Methods of Execution

For Required and Permitted Transactions) and 37.203(a) (Rule Enforcement Program)),

any Cleared Swap executed on or pursuant to the Rules of the SEF that is rejected from

clearing by the relevant DCO, including any rejected portion of a Package Transaction,

shall be deemed void ab initio. The parties to such a Cleared Swap may not hold the

trade in a suspended state and re-submit it to the Company other than as provided for in

Rule 1005.

(b) If the Company receives notice from a DCO that a Cleared Swap executed on or

pursuant to the Rules of the SEF has been rejected from clearing by the DCO, it shall,

as soon as technologically practicable after notice that the Cleared Swap was rejected

from clearing by the DCO, report to the SDR to which data for such Cleared Swap was

originally reported (i) pursuant to Part 43 of the CFTC’s Regulations, a cancellation of

the Cleared Swap and (ii) pursuant to Part 45 of the CFTC’s Regulations, a termination

of the Cleared Swap indicating, to the extent required by Applicable Law (including

37.9(a)(2) (Methods of Execution For Required and Permitted Transactions) and

37.203(a) (Rule Enforcement Program)), that it is void ab initio.

(c) To the extent required by Applicable Law (including 37.9(a)(2) (Methods of Execution

For Required and Permitted Transactions) and 37.203(a) (Rule Enforcement Program)),

 86