pursue technology that would enable the surveillance of audit trail data, for swap

transactions that are communicated or executed using voice functionality, to be

conducted in accordance with the electronic analysis capability requirements of

Commission Regulation 37.205(b)(3); and

(3) tpSEF shall be responsible for compliance with the terms and conditions of this
Order of Registration, with respect to all regulatory services performed by any third party service

provider on behalf of tpSEF, within or outside of the jurisdiction of the United States.

Issued in Washington, D.C. on this 22nd day of January, 2016.

By the Commission

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Christopher J. Kirkpatrick
Secretary of the Commission



UNITED STATES OF AMERICA
Before the
COMMODITY FUTURES TRADING COMMISSION

In the Matter of the Application of
tpSEF Inc. for
Registration as a Swap Execution Facility

ORDER OF REGISTRATION

tpSEF Inc. (“tpSEF”) has submitted to the Commodity Futures Trading Commission
(“Commission” or “CFTC”), pursuant to Section Sh of the Commodity Exchange Act (“Act”),
7US.C. § 7b-3, and Commission Regulation 37.3(b), 17 C.F.R. § 37.3(b), an application for
registration as a swap execution facility, which includes submissions dated August 23, 2013
through January 19, 2016.

Having reviewed tpSEF’s application, the Commission HEREBY ORDERS that,
pursuant to Section 5h of the Act and Commission Regulation 37.3(b)(6)(i), tpSEF is granted
registration as a swap execution facility, subject to the terms and conditions specified herein:

(1) tpSEF shall comply with all representations and submissions made by tpSEF in
support of its application for registration as a swap execution facility, as shown in the application
record;

(2) tpSEF shall comply with all provisions of the Act and all requirements set forth in
the Commission’s regulations, as may be amended or adopted from time to time, that are

applicable to swap execution facilities, provided that:



(a) As prior relief granted by Commission staff pursuant to Commission Regulation
140.99 remains in effect:

(i) In lieu of complying with the specific requirements of Commission
Regulations 37.9(a)(2) and 37,.203(a) that are addressed in CFTC Letter No, 15-24,
tpSEF shall comply with the terms and conditions of CFTC Letter No. 15-24, for the
duration set forth therein;

(ii) ‘In lieu of complying with the specific requirements of Commission
Regulations 37.6(b), 37.1000, 37.1001, 45.2(a) and 45.3(a) that are addressed in
CFTC Letter No, 15-25, tpSEF shall comply with the terms and conditions of CFTC
Letter No, 15-25, for the duration set forth therein;

Gii) In lieu of complying with the specific requirements of Commission
Regulation 43,2 that are addressed in CFTC Letter No. 15-60, tpSEF shall comply
with the terms and conditions of CFTC Letter No. 15-60, for the duration set forth
therein;

(iv) In lieu of complying with the specific requirements of Commission
Regulations 37.205(a) and 37.205(b)(2) that are addressed in CFTC Letter No. 15-68,
tpSEF shall comply with the terms and conditions of CFTC Letter No, 15-68, for the
duration set forth therein; and

(v) In lieu of complying with the specific requirements of Commission
Regulations 37,3(a)(2) and 37.9 that are addressed in CFTC Letter No. 15-55, tpSEF
shall, for the duration set forth therein, comply with the terms and conditions of
CFTC Letter No, 15-55, and shall, in accordance with such terms and conditions,

facilitate the execution of a swap that is subject to the trade execution requirement set



forth in section 2(h)(8) of the Act, and is a component of a MAT/New Issuance Bond

Package Transaction, MAT/Futures Package Transaction, MAT/Non-MAT Uncleared

Package Transaction, MAT/Non-Swap Instruments Package Transaction or

MAT/Non-CFTC Swap Package Transaction, as each such term is defined in CFTC

Letter No. 15-55, through any method of execution offered by tpSEF, subject to and

in compliance with tpSEF’s rules, policies and procedures; and

(b) | When any form of voice functionality is used in the process of

communicating or executing swap transactions on or pursuant to the rules of tpSEF, in
lieu of conducting surveillance of the audit trail data for such transactions in accordance
with the electronic analysis capability requirements of Commission Regulation
37.205(b)(3), tpSEF shall conduct such surveillance in accordance with the terms and
conditions of the voice audit trail surveillance program that tpSEF has implemented, and
has undertaken to continue to implement, in connection with its application for
registration as a swap execution facility, as shown in the application record. tpSEF shall
conform such voice audit trail surveillance program to comply with (i) any written
request by Commission staff, and (ii) any amendment to, or other modification of, the
requirements of Commission Regulation 37.205(b)(3), as they pertain to the surveillance
of audit trail data for swap transactions that are communicated or executed using voice
functionality. Subject to any such amendment to, or modification of, the requirements of
Commission Regulation 37.205(b)(3), each annual compliance report that is required to
be prepared for tpSEF pursuant to Commission Regulation 37.1501(e), and submitted to
the Commission pursuant to Commission Regulation 37.1501(f), shall include a

description of the efforts made by tpSEF, during the time period covered by the report, to