In the Matter of: 

UNITED STATES OF AMERICA 

Before the 

COMMODITY FUTURES TRADING COMMISSION 

' ( RP Martin Holdings Limited and .c l_; 

Martin Brokers (UK) Ltd., 

) 

) 

) 

) 

) 

) 

) 

CFTC Docket No. 14-16 

Respondents. 

____________________________ ) 

ORDER INSTITUTING PROCEEDINGS PURSUANT TO 

SECTIONS 6(c) AND 6(d) OF THE COMMODITY EXCHANGE ACT 

MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS 

I. 

The Commodity Futures Trading Commission (the "Commission" or the "CFTC") has 

reason to believe that RP Matiin Holdings Limited and Matiin Brokers (UK) Ltd. (collectively, 

"Respondents" or "RP Maliin"), have violated Sections 6(c), 6(d) and 9(a)(2) of the Commodity 

Exchange Act (the "Act" or the "CEA"), 7 U.S.C. §§ 9, 13b and 13(a)(2) (2006). Therefore, the 

Commission deems it appropriate and in the public interest that public administrative 

proceedings be, and hereby are, instituted to determine whether Respondents engaged in the 

violations set forth herein, and to determine whether any order shall be issued imposing remedial 

sanctions. 

II. 

In anticipation of the institution of an administrative proceeding, Respondents have 

submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept. 

Without admitting or denying the findings or conclusions herein, except to the extent 

Respondents admit those findings in any related action against RP Matiin by, or any agreement 

with, the Depatiment of Justice or any other governmental agency or office, Respondents herein 

consent to the entry and acknowledge service of this Order Instituting Proceedings Pursuant to 

Sections 6( c) and 6( d) of the Commodity Exchange Act Making Findings and Imposing 

Remedial Sanctions ("Order"). 1 

Respondents consent to the ently of this Order and to the use of these findings in this proceeding and 

in any other proceeding brought by the Commission or to which the Commission is a party; provided, 

however, that Respondents do not consent to the use of the Offer, or the findings or conclusions in this 

Order, as the sole basis for any other proceeding brought by the Commission, other than in a proceeding 

in bankruptcy or to enforce the terms of this Order or where Respondents have admitted findings as set 

forth above. Nor do Respondents consent to the use of the Offer or this Order, or the findings or 

conclusions in this Order consented to in the Offer, by any other patiy in any other proceeding. 
III. 

The Commission finds the following: 

A. Summary 

During a period encompassing nearly twelve months, from at least September 2008 

through at least August 2009 ("relevant period"), RP Martin, through certain of its brokers on the 

Yen desk, knowingly disseminated false and misleading information concerning Yen borrowing 

rates to market participants in attempts to manipulate, at times successfully, the official fixing of 

the daily Yen London Interbank Offered Rate ("Yen LIB OR"). RP Martin brokers engaged in 

this misconduct primarily to aid and abet a senior Yen derivatives trader ("Senior Yen Trader") 

employed at UBS Securities Japan Co., Ltd. ("UBS") and later at another bank, in his attempts to 

manipulate Yen LIB OR to benefit his derivatives trading positions that were tied to this 

benchmark. 2 

Yen LIB OR, one of the British Banker's Association's ("BBA'') benchmark rates, is 

established each day based on information submitted by banks who are members of the Yen 

LIBOR panel. The rates contributed by the panel banks are supposed to reflect each banlc's 

assessment of the costs of borrowing unsecured funds in the London interbanlc market. Before 

panel banlcs make their rate submissions each day, certain interdealer brokers, such as RP 

Mmiin, which intermediate over-the-counter ("OTC") cash and LIBOR-based derivatives 

transactions between banks and other institutions, provide banks with their trading insight on 

cash pricing trends in the market and on assessments of likely LIB OR rates. Brokers provide 

this type of market information as a service to clients to solicit and maintain business, and are 

thus well-situated to influence the fixing of Yen LIB OR. During the financial crisis of late 2007 

through 2009 ("2007-2009 financial crisis"), panel banlcs became increasingly reliant on such 

market information from RP Maliin and other brokers to inform their LIBOR submissions. 

Accordingly, RP Mmiin brokers' market views could and did have an impact on Yen LIBOR 

submissions. 

As one ofhis many manipulative schemes, the Senior Yen Trader asked RP Martin's Yen 

brokers to exploit their relationships with submitters and traders at Yen LIB OR panel banlcs to 

achieve his manipulative goals. At times, RP Maliin' s Yen brokers accommodated these 

requests, paliicularly whenever the Senior Yen Trader offered to generate extra commissions for 

2 On December 19, 2012, the Commission issued an Order Instituting Proceedings Pursuant to Sections 

6( c) and 6( d) of the Commodity Exchange Act Making Findings and Imposing Remedial Sanctions 

against UBS AG and UBS, finding, among other things, that UBS AG and UBS, through the Senior Yen 

Trader, attempted to manipulate Yen LIB OR, at times successfully, through multiple methods. The 

Commission's Order against UBS AG and UBS found that one of the Senior Yen Trader's strategies 

included enlisting the aid of interdealer brokers to attempt to influence the rates submitted by Yen LIB OR 

submitters at other panel banks. In that Order, RP Martin was identified as Brokerage B and the RP 

Martin broker referenced was identified as Derivatives Broker B 1. See In re UBS AG eta!., CFTC 

Docket No. 13-09 (CFTC filed December 19, 2012), at 

http://www .cftc. gov /ucm/ groups/pub I i c/ @I renforcementactions/ documents/lega !pleading/ enfu bsorder 121 

912.pdf. 

2 
them through the use of high-dollar wash trades. Specifically, on a limited number of occasions, 

the Senior Yen Trader entered into two identical trades with a Yen Trader at another banlc where 

each took opposing positions in each trade, thus resulting in a net zero trading position for each 

trader, but generating commissions for the entire RP Martin Yen desk, all in anticipation of or 

reward for the RP Mmiin brokers' assistance in the Senior Yen Trader's attempts to manipulate 

Yen LIB OR. These bogus wash trades generated more than $400,000 in commissions for RP 

Mmiin' s Yen desk over the relevant period. 

To try to achieve the Senior Yen Trader's manipulative goals, at times, the RP Mmiin 

Yen brokers disseminated false Yen LIB OR information to Yen LIB OR submitters by providing 

them with misleading market information concerning Yen LIB OR borrowing rates. First, the RP 

Maliin Yen desk provided misleading recommendations regarding where the Yen LIB OR 

submitters should set celiain Yen LIB OR tenors. Market participants believed that these 

recommended LIBORs reflected the RP Mmiin brokers' assessment of how Yen LIBOR should 

be fixed based on their unbiased evaluations of borrowing costs in the interbank madcet. RP 

Mmiin brokers spoke on a daily basis with several ofthe panel banlcs' Yen LIBOR submitters. 

Some submitters relied on the market information RP Mmiin provided when making their own 

Yen LIB OR submissions. However, at ce1iain times during the relevant period, RP Martin's 

Yen brokers skewed their Yen LIB OR recommendations to benefit the Senior Yen Trader, rather 

than provide an objective, unbiased assessment of this benchmark interest rate. 

Second, at times, RP Martin Yen brokers contacted submitters at certain panel banlcs and 

asked them directly to move their Yen LIB OR submissions in a manner that would benefit the 

Senior Yen Trader. At times, some of these submitters agreed to help the brokers. 

Finally, RP Mmiin Yen brokers occasionally offered "spoof' bids to their clients, 

including clients who were Yen LIB OR submitters. These nonexistent cash bids gave the false 

impression that a banlc in the market was willing to trade Yen cash at a paliicular price. RP 

Mmiin Yen brokers knew that Yen LIB OR submitters might consider such market information 

when determining what rates to submit for Yen LIB OR, and hoped that the misleading "spoof' 

bids might influence their eventual Yen LIBOR submissions to the benefit ofthe Senior Yen 

Trader. 

RP Martin's ineffectual supervision of the Yen desk, and its complete failure to audit the 

Yen derivatives desk or adequately review the Yen brokers' communications with clients, among 

other internal controls and supervisory deficiencies, allowed this misconduct to continue 

throughout the relevant period. 

*************** 

In accepting RP Mmiin's Offer, the Commission recognizes Respondents' cooperation in 

the final stages of the Division of Enforcement's investigation and the resolution of this matter. 

3 
B. Respondents 

1. RP Martin Holdings Ltd. ("RP Martin Holdings") is a privately-owned holding 

company, whose businesses consist of wholesale money brokers who operate in the interdealer 

broker market transacting business on behalf of market participants. The company's brokers act 

as voice brokers, arranging deals over the telephone between buyers and sellers of bonds, 

currency and financial derivatives, and generating revenue from the commission earned on each 

trade. RP Mmiin Holdings is not registered with the Commission in any capacity. 

2. Martin Brokers (UK) Ltd. ("Martin Brokers") is a wholly owned subsidiary of 

Mmiin Brokers Group Ltd., a wholly owned subsidiary ofRP Mmiin Holdings, and is 

headqumiered in London, England. It manages a cash, foreign exchange, and off-balance sheet 

brokering business in the United Kingdom, including the brokering business conducted by Yen 

brokers and other brokers engaged in the unlawful conduct found herein. Martin Brokers is not 

registered with the Commission in any capacity. 

C. Facts 

1. LIBOR and the Fixing of LIBOR 

LIB OR is the most widely used benchmark interest rate in the world and affects market 

pmiicipants and consumers throughout the world, including in the United States. LIBOR is used 

as a barometer to measure strain in money markets and is often a gauge of the market's 

expectation of future central bank interest rates. LIB OR is used in interest rate transactions with 

a notional value of $500 trillion, such as OTC swaps, loans and exchange-traded interest rate 

futures and options contracts. 

During the relevant period, under the auspices of the BBA/ LIBORs were issued on a 

daily basis for ten currencies, including Yen, with fifteen tenors (i.e., durations for interest rates) 

ranging from overnight through twelve months. Cetiain cunencies, including Yen, are more 

widely referenced in interest rate contracts. One, three and six months are the most common 

tenors referenced in LIBOR-indexed transactions. 

According to the BBA, LIBOR "is based on offered inter-bank deposit rates contributed 

in accordance with the Instructions to BBA LIBOR Contributor banks." The BBA requires that: 

[a]n individual BBA LIBOR Contributor Panel Banlc will contribute the rate at 

which it could borrow funds, were it to do so by asking for and then accepting 

inter-banlc offers in reasonable market size just prior to [11 :00 a.m. London 

time].4 

On February 1, 2014, the ICE Benchmark Administration Limited was appointed as the new 

administrator for LIBOR, following authorization by the Financial Conduct Authority ("FCA"). 

4 This definition ofLIBOR has been used by the BBA from 1998 to the present. 

4 
Every business day shortly before 11:00 a.m. London time, the banks on the LIB OR 

panels submit their rates to Thomson Reuters. A trimmed averaging process is used to exclude 

the top and bottom quartile ofrates and the remaining rates are averaged for each tenor. That 

average rate becomes the official BBA daily LIBOR (the "LIBOR fixing"). 

The BBA makes public the daily LIB OR fixing for each currency and tenor, as well as 

the daily submissions of each panel bank, through Thomson Reuters and the other data vendors 

licensed by the BBA. This information is made available and relied upon by market participants 

and others throughout the world, including in the United States. 

By its definition, LIBOR requires that the submitting panel banks exercise their judgment 

to determine the rates at which they may obtain unsecured funds in the London interbank market. 

These definitions require that submissions relate to funding and do not permit consideration of 

factors unrelated to the costs of boiTowing unsecured funds, such as the benefit to a banlc' s 

derivatives or money market trading positions. 5 

2. RP Martin's Role as an Interdealer Broker 

RP Martin, a relatively small, United Kingdom-based cash and derivatives broker with 

less than 200 employees and 5 offices world-wide, intermediates cash trades in the money 

markets and derivatives transactions. Interdealer brokers, like RP Mmiin, act as intermediaries 

between major dealers in the money markets and the OTC derivatives markets to facilitate 

execution of interdealer trades. Because of their role in the financial markets, interdealer 

brokers, including RP Martin, have a significant impact on panel banlcs' views of the interbanlc 

markets for cash deposits, and, therefore, have a potential impact on panel banlcs' LIBOR 

submissions. Interdealer brokers assist banlcs in obtaining funding by facilitating the negotiation 

of deposits and loans, and in hedging those transactions with derivatives trades often referenced 

to LIBOR. Brokers match buyers and sellers in return for commissions, and provide market 

information for banlcs. Typically, broker commissions are based on a percentage of the notional 

value of consummated transactions. Therefore, higher commissions are generated from 

brokering larger trades. 

In order to find matching counterparties, brokers provide bid or offer prices for a 

financial transaction. Brokers use "squawk boxes" or speakerphones which allow them to speak 

to numerous trading desks of their banlc clients and simultaneously to disseminate broadly bid 

and offer prices. Brokers also frequently use Bloomberg instant message chats and other 

messaging platforms, email and dedicated telephone lines. 

In addition to brokering transactions, as pmi of their client services, interdealer brokers, 

including RP Martin, frequently provide clients with their views and advice on market pricing 

and trends, often called "market color." Clients, including LIBOR submitters and interest rate 

5 In June 2008, the BBA clarified that panel banks could not contribute a rate based on the pricing of 

any derivative financial instrument. BBA guidelines issued in October 2009 fmiher clarified that LIBOR 

submitters "should not ask intermediaries where they believe LIB OR rates will set on a given day and use 

this as a basis for submissions. This misses the point of the benchmark, and is a circular process that 

would rapidly lead to inaccurate rates." 

5 
derivatives traders at panel banks, rely on brokers for such information. Because brokers speak 

to multiple clients at different financial institutions and share internally the information learned 

from clients, they have pmiicular market insight about cash market prices and trends in otherwise 

opaque markets, offering an impmiant price discovery function. In providing this market 

information, interdealer brokers are implicitly representing that such market information reflects 

their third-pmiy unbiased assessment of borrowing costs and market pricing based on objective, 

observable data, some of which they uniquely possessed. 

During the relevant period, certain interdealer brokers, including RP Martin, provided, 

and still provide, predictions or suggestions of where they believe key benchmark interest rates, 

such as LIBOR, would fix on specific days. These were known as "Suggested LIBORs". 

Interdealer brokers, including RP Martin, also at times shared with some panel banks the 

intended LIB OR submissions of other panel banks. 

During the 2007-2009 financial crisis, LIBOR submitters became increasingly reliant on 

interdealer brokers for their market information, including specific information about the level at 

which other panel banks intended to submit LIBORs, and the brokers' Suggested LIBORs. This 

reliance was due to limited interbank lending occurring upon which submitters could base their 

LIBOR submissions. Some panel banks believed at times during the financial crisis that such 

market information provided by RP Martin and other interdealer brokers was possibly the only 

meaningful market information available to assess their ability to bonow funds in the interbank 

markets. 6 

3. RP Martin Brokers Disseminated False and Misleading Suggested LIBORs in an 

Effort to Manipulate Yen LIB OR to Benefit Panel Banks, at Times Successfully 

At specific times during the relevant period, cetiain RP Martin Yen brokers, acting 

together, knowingly disseminated false and misleading market information including false 

Suggested LIBORs, in attempts to influence the Yen LIB OR submissions made by panel banks 

and thereby manipulate the official fixing of Yen LIB OR. These RP MartinY en brokers 

engaged in such false reporting primarily to assist the Senior Yen Trader at UBS (and later at 

another banlc) in his efforts to manipulate Yen LIB OR to benefit his Yen derivatives trading 

positions, which were valued based on the Yen LIB OR fixings. The Senior Yen Trader believed 

that RP Mmiin brokers could influence cetiain of the Yen panel banlcs' submissions to levels 

favorable to the Senior Yen Trader's positions, and thereby affect the direction and level Yen 

LIB OR would fix at various tenors to benefit the Senior Yen Trader's positions. By beneficially 

affecting the Yen LIB OR fixings, the Senior Yen Trader could increase his profits or reduce his 

losses on his trading positions. At times, the collective effmis of the RP Martin Yen brokers and 

the Senior Yen Trader were successful in influencing Yen LIB OR submissions made by the 

panel banlcs, and thereby manipulating Yen LIBOR. 

6 Yen LIBOR submitters' reliance on interdealer brokers for market information was not consistent 

with BBA guidelines. See supra note 5. 

6 
a. RP Martin Brokers Provided Unlawful Assistance to the Senior Yen 

Trader By Providing False Suggested LIBORs to Yen LIBOR Submitters 

In 2006, RP Martin assigned a RP Matiin broker manager to be the new Yen forwards 

desk manager ("Yen Desk Head"). The new Yen Desk Head had little to no experience working 

in Yen products. RP Martin also merged the Yen forwards desk with the Yen money market 

desk to create a new foreign exchange forward Yen desk ("Yen Desk"). The Yen Desk consisted 

of several brokers, including Yen Broker 1, who was promoted to "Manager of Yen Money 

Markets" in January 2007. Yen Broker 1 's mandate was to grow both the money market 

business and the off-balance-sheet ("OBS") or Yen derivatives business on the Yen Desk. Yen 

Broker 1 supervised another broker ("Yen Broker 2"), who was also responsible for money 

market and derivatives products. A third broker focused on forward Yen contracts but spent 

some of his time brokering derivatives products. The remaining five brokers on the Yen Desk 

exclusively brokered Yen forward contracts. 

In the fall of 2006, shmily after joining UBS, the Senior Yen Trader requested that RP 

Matiin assign to him one of its junior Yen brokers, whom he could mold into the type ofbroker 

he wanted. He was assigned to Yen Broker 1, who had been working as a cash broker for a 

number of years, but who had no experience in the derivatives market. The Senior Yen Trader, 

based in Tokyo, was then a relative newcomer to the Yen market but quickly became known as a 

high volume, aggressive and dominant Yen derivatives trader who was injecting significant 

liquidity into a previously illiquid market. Because he commanded a large trading volume, the 

Senior Yen Trader was a highly desirable and sought after client of interdealer brokers. This was 

especially true for Yen Broker 1. 

Commencing in October 2006 and continuing throughout the relevant period, the Senior 

Yen Trader frequently asked Yen Broker 1 to assist him in manipulating Yen LIB OR. 

Specifically, the Senior Yen Trader wanted Yen Broker 1 to ask other Yen LIB OR submitters to 

increase or decrease their submissions for the Yen LIB OR rate. If Yen Broker 1 was out of the 

office, the Senior Yen Trader directed such requests to Yen Broker 2, who covered Yen Broker 

1 's clients in his absence. At times during the relevant period, Yen Brokers 1 and 2 complied 

with the Senior Yen Trader's requests. To accomplish this, Yen Broker 1 simply provided 

misleading market information to Yen LIB OR submitters, such as oral Suggested LIBORs that 

he skewed to benefit the Senior Yen Trader's trading positions. 

For example, on July 18, 2008, in a Bloomberg chat, the Senior Yen Trader requested 

that Yen Broker 1 help him lower the one-month Yen LIB OR submission: 7 

Senior Yen Trader: 1m mate * * * whats it looking like need ity lower 

Yen Broker 1: lower 

The communications quoted in this Order are from telephone calls, emails, instant messages, and the 

like. Some contain shorthand trader language and typographical errors. The shorthand and errors are 

explained in brackets within the quotations only when necessary to understand the discussion. 

7 
Senior Yen Trader: 

Yen Broker 1 : 

Senior Yen Trader: 

*** 

rabo8 moved UP to 71 they are offered at 49! 

ill have a work with rabo agn then 

please have a word that is wrong 

Senior Yen Trader: [Yen Broker 1] have you spoken to rabo re his 1m fix its a 

joke i need your help on 1m icap are suggesting 63 today 

pis do the same 

Yen Broker 1: ok mate il. do tyeh same i did iyt yesterday too 

*** 

Senior Yen Trader: 

Yen Broker 1: 

Senior Yen Trader: 

Yen Broker 1 : 

Senior Yen Trader: 

thx its killing me mate i am losing so much cash then i 

can't pay you 

thats is not gonna help anyone [Yen Broker 2] is trying to 

pull a favour with rabo now 

ta 

roite yu owe him a beer wednesday h [Yen Broker 2] 63 

rabo going ok?> fosters top he likes extra chilled 

ok mate ta for that dude 

During this Bloomberg chat, Yen Broker 1 telephoned the Yen LIB OR submitter at Ban1<: 1 and 

provided Suggested LIBORs, including the recommendation that the one-month Yen LIB OR be 

set at 0.60. Similarly, Yen Broker 2 telephoned the Yen LIBOR submitter at Raboban1<:, and 

convinced him to move his one-month LIBOR down to 0.63, from 0.71 the previous day: 

Rabobank Submitter: I don't know what do you reckon? 

Yen Broker 2: 65? 

Rabobank Submitter: I don't know. I ain't got a clue, 65. He wants me to set 98 

in the 6's. 

Yen Broker 2: That low, yeah? What does he want you setting 1 's then? 

Raboban1<: Submitter: Nothing he hasn't told me. 

Yen Broker 2: 65 then. That's good. Well, got someone asking here. 

Raboban1<: Submitter: Oh ok. 

Yen Broker 2: 

Raboban1<: Submitter: 

Yen Broker 2: 

Raboban1<: Submitter: 

If you can? 

Do you want me to set 65? 

Yeah, or as low as possible basically. 

Well, why didn't you say that then? ***Well, I'll set to 63 

ifyou want. 

This is a reference to Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. ("Rabobank"). On 

October 19, 2013, the Commission issued an Order Instituting Proceedings Pursuant to Sections 6(c) and 

6(d) of the Commodity Exchange Act Making Findings and Imposing Remedial Sanctions against 

Rabobank, finding, among other things, that Rabobank attempted to manipulate Yen LIB OR, at times 

successfully, through multiple methods. In that Order, Yen Broker 2 was identified as Derivatives Broker 

AI. See In re Cooperatieve Centrale RaiffeisenBoerenleenbank B.A., CFTC Docket No. 14-02 (CFTC 

filed October 29, 2013), at 

htJll://www .cftc.gov /ucm/ grou R§L!21t b I ic/ @lrenforccmen1actions/ documents/lega I pl eadingLenfrabobank 1 02 

913.pdf. 

8 
Yen Broker 2: Yeah? Alright then. Cool. 

Rabobank Submitter: Yeah, it makes no odds to me. 

*** 

Rabobank Submitter: Who's that? 

Yen Broker 2: 

Rabobank Submitter: 

It's a geezer at UBS, [Senior Yen Trader] 

Alright well make sure he knows * * * You know, scratch 

my back, yeah, and all. 

Yen Broker 1 issued skewed Suggested LIBORs on other occasions. For example, on 

October 31, 2008, the Senior Yen Trader instructed Yen Broker 1 to pushY en LIB OR 

submissions for the one, three and six month tenors downward (Senior Yen Trader: "Yes, or 

actually 3's down 12. Yes, 12 or 13 for 3's, 7 or 8 for 6's, like, 19 or 20 for 1's."). Yen Broker 

1 then telephoned Yen LIB OR submitters at three different panel banks, Bank 1, Banlc 2 and 

Banlc 3. During the telephone calls to each Yen LIB OR submitter, Yen Broker 1 strongly 

recommended submitting a lower Yen LIB OR submission for the one-month, three-month, and 

six-month tenors, based on what he claimed were the prices he was hearing in the market. Yen 

Broker 1 stated the following to the Yen LIB OR submitter at Banlc 3: "I'm calling LIBORs 

down maybe about 17, 18 points in 1 's, 3 's around 12, 6's around 8." 

Yen Broker 1 also spoke with other brokers on the RP Martin Yen Desk and the 

Arbitrage Desk, to ensure that the Yen LIBOR submitters at RBS9 and Bank 4 received a similar 

directive to lower their LIBORs based on "market information". However, the RBS Yen LIB OR 

submitter admonished an Arbitrage Desk broker that his Yen LIB OR recommendations were 

"much too much too [low]. I reckon about between three and five off, across the board". 

These telephone conversations demonstrate that submitters at panel banlcs often sought 

advice from brokers such as RP Mmiin when attempting to make benchmark interest rate 

submissions that reflected an assessment of the costs ofborrowing funds in the interbanlc Yen 

market. However, such submitters may have passed on false or misleading submissions because 

they used RP Martin brokers' purpmied unbiased assessments of Yen bono wing rates and 

Suggested LIBORs to inform their submissions. Their reliance on RP Mmtin brokers meant that 

their submissions did not actually reflect borrowing costs, but rather the Senior Yen Trader's 

desired rates. 

9 On February 6, 2013, the Commission issued an Order Instituting Proceedings Pursuant to Sections 6( 

c) and 6( d) of the Commodity Exchange Act Making Findings and Imposing Remedial Sanctions against 

The Royal Bank of Scotland plc and RBS Securities Japan Ltd. (collectively "RBS"), finding, among 

other things, that RBS, through its Yen LIB OR submitters and other yen traders, attempted to manipulate 

Yen LIB OR, at times successfully, through multiple methods. In the Commission's Order, RP Martin is 

identified as Interdealer Broker B. See In re The Royal Bank of Scotland plc eta!., CFTC Docket No. 13-

14 (CFTC filed February 6, 2013), at 

http://www.cftc.gov/ucm/grol_!Qs/public/@lrenforcementactions/documentsflMill.Qleacling/enfrbsorcler020 

613.pclf. 

9 
b. RP Martin Contacted Submitters Directly and Coordinated with Other 

Brokers on the Yen Desk to Ensure the Senior Yen Trader's Demands 

Were Met 

At times, Yen Broker 1 and Yen Broker 2 also contacted their Yen LIB OR submitter 

clients directly and asked them to move their Yen LIB OR submissions as a "favor" to the Senior 

Yen Trader. Yen Broker 1 also enlisted the help of certain other brokers at RP Martin, including 

managers of certain trading desks, to reach out to additional Yen LIB OR submitters, in an effmi 

to fmiher manipulate the daily Yen LIBOR fixing. For example, on February 25,2009, Yen 

Broker 1 contacted several Yen LIB OR submitters directly and through his colleagues when the 

Senior Yen Trader offered to "pay" Yen Broker 1 if he helped lower the three-month Yen 

LIBOR fixing. They first spoke via Bloomberg chat: 

Yen Broker 1: anything cookjing i can try desperate for a decent trade 

gone pear shaped this month 

Senior Yen Trader: we can switch 2yrs today i'll talk later in mean time low 

1m and 3m we must keep 3m down and high 6m act 6m 

unchanged today try for low on all of em from tom on-row 

need 6m high as a drug addict 

Yen Broker 1: ok ill do my best for those tday hahahha like it ok 

Next, Yen Broker 1 and Senior Yen Trader further discussed their scheme by telephone: 

Yen Broker 1: 

*** 

Senior Yen Trader: 

Yen Broker 1 : 

Senior Yen Trader: 

Yen Broker 1 : 

Senior Yen Trader: 

Yen Broker 1: 

Senior Yen Trader: 

Yen Broker 1: 

Senior Yen Trader: 

Yen Broker 1: 

Senior Yen Trader: 

Yen Broker 1: 

Senior Yen Trader: 

Yes, I know, you need the LIB OR stuff. I know that's 

really important. I know how impmiant it is, you know 

how it is so 

I mean I'm just trying to think who you might be able to 

f*cking lean on a bit today. 

yes, go on g1ve me some names. 

it's really important to get the 3 's down for me. 

3 's more than anything else. 

Yes. Really, well, I mean today I need them all low but, I 

mean, 3's particularly. ***Right [Bank 5] put his at 64, 

mate. Can you get him down? 

64 [Bank 5]. Okay, I'll have a word with him. 

[inaudible] up to 65 

Who's that? [Banlc 2]? 

Yes. 

Right, I'll go and ask him for a- [Yen Broker 2] off today 

but I'll go in and I'll get a favor. 

Yes, ask him if he can move it to 63 for the day or 

something. ***Who else is [inaudible]? 

Rabo is all done out of Utrecht now, even though it's still 

under London. 

RBS is 64 ***you don't talk to RBS, do you? 

10 
Yen Broker 1: No but the guy in the arbi does, I'll see if he can, smi of, 

see if he can have a word with him for us*** So [Bank 2], 

[Bank 5] and RBS, yes? See if I can get that down some, 

yes? 

Senior Yen Trader: Yes, if you could mate. * * * And you don't speak to [Banlc 

6], do you? 

Yen Broker 1: He's on the arbi so I could have a word with the guy that 

speaks to him and see if he can have a word. See if he can 

drop his LIB OR a couple of pips today ... 

Senior Yen Trader: He's at f!'cking 68 dude * * * if he went to 60 that would be 

f-~<cking massive. 

Yen Broker 1: Okay, I'll have a word with that as well, mate, alright? 

Yen Broker 1 next ensured that he or another RP Martin broker made contact with 

multiple Yen LIB OR submitters to ensure that their Yen LIB OR submissions were consistent 

with the Senior Yen trader's needs. That same day, Yen Broker 1 personally contacted 

submitters at Banlc 1 and Banlc 2. Yen Broker 1 enlisted the assistance of a desk head from RP 

Matiin's Arbitrage Desk ("Arbitrage Desk Head"), who had a relationship with the Yen LIBOR 

submitter at Banlc 6. The Arbitrage Desk Head agreed to make the call, although he expressed 

concern about "auditors" listening in on calls. 

Telephone call between Yen Broker 1 and Yen LIB OR submitter at Banlc 1: 

Yen Broker 1: 

Bank 1 Submitter: 

Yen Broker 1: 

Bank 1 Submitter: 

Yen Broker 1: 

Banlc 1 Submitter: 

I need a favor. 

yes. 

***basically I got stuffed in something earlier in an IRS 

and it would have cost me about 40,000 to get out of it, yes. 

Geezer [referring to the Senior Yen Trader] dug me out, as 

a favor back to him he's asked me, for one day today, he's 

got a couple of fixings coming. He wants to see if he can 

get LIBORs down a little bit. I've said I'll try and do what 

I can. Is there any way you might be able to set them a 

little bit lower today just to return the favor? * * * 

Yeah, well cash is a little bit easier, isn't it so I'll 

Yes, if you could get them down a couple of ticks or 

something today that would be f*cking, like the 3 's *** I 

mean if you could do that for me mate that would be a 

personal favor to you. 

Yes, yes, but yes cash is easier so I'll fix a couple up. 

Telephone call between Yen Broker 1 and Yen LIBOR submitter at Banlc 2: 

Yen Broker 1: 

Banlc 2 Submitter: 

Yen Broker 1: 

Banlc 2 Submitter: 

Can I ask you a small favor? 

Yeah. 

What are you going to set in your LIBOR 3's today? 

Ah, same, 65. 

11 
Yen Broker 1: 

Bank 2 Submitter: 

Yen Broker 1 : 

Bank. 2 Submitter: 

Yen Broker 1: 

Is there any way you might be able to set them down a pip 

'cause I'm getting a bigtrade out of it? 

Smry? 

I'm getting someone do me a big trade ifthey said ifl help 

them sort of get LIBORs down a tick today. 

Yeah, okay. *** 

Ah, mate, I appreciate that. 

Telephone calls related to contacting Yen LIBOR submitter at Banlc 6: 

1st telephone call: 

Yen Broker 1: Can you do me a favor? 

Arbitrage Desk Head: Only if you tick the arbi box on that deal. 

Yen Broker 1: We've got a f*cking, yes, we've got a f*cking huge deal but 

on the back of it he's asked me to do him a favor and see if 

I can have a word with a couple of people, see ifLIBOR, 

see if I could get it down a pip. Would you - Banlc 6 is 

setting his at 68 at the moment, do you reckon he might, 

ask him if he might be able to set it at 67 just today for us? 

*** 

Arbitrage Desk Head: 3's LIBOR at 67? 

Yen Broker 1: Yes, instead of 68. It would be a big favor. * * * 

Arbitrage Desk Head: All right, all right. 

2nd telephone call: 

Arbitrage Desk Head: Where you setting 3 's Yen LIB OR? Today. Do you set the 

LIBOR? 

Banlc 6 Submitter: Yes. 

Arbitrage Desk Head: Where are you setting it? 

Banlc 6 Submitter: Actually f*cking can't even remember what I set it 

yesterday. 

Arbitrage Desk Head: 68, I thinlc. 

*** 

Arbitrage Desk Head: So you wouldn't be setting it at 67? 

Banlc 6 Submitter: Why is that a request or? 

Arbitrage Desk Head: Well sort of an underlying -

Banlc 6 Submitter: Yes. Potentially. I don't know, it's not going to be a lot 

different. If anything, yes, I mean, it's not going to go 

higher, let's put it that way. 

*** 

Arbitrage Desk Head: No, someone just said where are people setting the LIBORs 

today. I thinl<: they got some big fixing, they just wondered. 

Banlc 6 Submitter: Ah, yes, month end isn't it. 

Arbitrage Desk Head: Set at 67 by any chance, would it be? 

12 
Banlc 6 Submitter: 

*** 

Month end doo dah, isn't it? I think, though, that just 

looking - I've got a funny feeling ours is quite high in the 

3 's at the moment so it almost gets knocked out of the 

calculation. 

Arbitrage Desk Head: ***Alright, well okay, as I said nothing shifty or anything 

but just wondered whether you was setting it at 67 today. 

Banlc 6 Submitter: We'll see. 

Arbitrage Desk Head: If you catch my drift. Okay. 

3rd telephone call (emphasis added): 

Arbitrage Desk Head: Did he ask for [Bank 6] in particular? 

Yen Broker 1: He's just given me some names whose LIBORs are quite 

high at the moment to see if I can get them down a bit. No, 

not him, not that one banlc, just a group ofbanlcs. 

Arbitrage Desk Head: He thinlcs that I'll be- he thinlcs that he's out of the equation 

anyway. 

Yen Broker 1: Right, okay. Well it just makes a difference if everyone's 

putting theirs down a bit because I've got a couple of 

people to put them ... [Banlc 2]'s putting his down a pip; 

[Banlc 1] 's putting his down a couple of pips. I mean, if 

there's a few people putting them down it should set the 

average better. 

Arbitrage Desk Head: He's- I've asked him and he's said we'll see. 

Yen Broker 1: Alright, that's fine. 

Arbitrage Desk Head: If I set out on a line then f*cking 

Yen Broker 1: Don't push it, no don't ever push it. 

Arbitrage Desk Head: Not that, it's the old auditors as well. 

Yen Broker 1: Absolutely, no problem mate, no problem at all. 

Yen Broker 1 kept the Senior Yen Trader informed throughout the day ofFebruary 25, 

2009, updating him regarding whether Yen LIBOR submitters had agreed to manipulate their 

Yen LIB OR submissions in a manner that would benefit the Senior Yen Trader. 

1st telephone call between Yen Broker 1 and the Senior Yen Trader: 

Yen Broker 1 : 

Senior Yen Trader: 

Yen Broker 1: 

Senior Yen Trader: 

Yen Broker 1 : 

I thinlc I've got [Banlc 1] down 2, I've got [Bank 2] down 1. 

Yes. 

I thinlc Banlc 6's going to come down 1. I'm working on 

Banlc 5. 

Brilliant. Alright mate, I appreciate that. 

Alright, so it should definitely have an impact, alright. 

13 
211d telephone call between Yen Broker 1 and the Senior Yen Trader: 

Yen Broker 1: 

Senior Yen Trader: 

Yen Broker 1: 

Senior Yen Trader: 

Yes, I've done it. I've tried to call in some favors, mate, 

and I think I'll be alright. 

What like the 1 's 3 'sand 6's though? 

Yes. Especially 3 's mate, I've made an extra effort on the 

3 's, alright. I think [Bank 1] will put his down a couple of 

points for the whole lot. Alright? 

Alright, great. You're a star [Yen Broker 1], mate. 

RP Matiin's efforts on February 25, 2009 on behalf ofthe Senior Yen Trader were 

successful. All three banks submitted lower three-month Yen LIB OR submissions, resulting in a 

lower Yen LIBOR fixing for February 25,2009. 

c. RP Martin Yen Broker 1 Also Used "Spoof Bids" to Unlawfully Assist the 

Senior Yen Trader 

On occasion, Yen Broker 1 also attempted to influence Yen LIB OR submitters by 

providing "spoof' bids over the Yen Desk squawk box. As previously noted, squawk boxes 

permit brokers to speak to multiple bank traders and disseminate broadly bid and offer prices. 

Yen Broker 1, acting on behalf of the Senior Yen Trader, disseminated false bid prices 

that he called "fictitious" or "spoof' bids. The Senior Yen Trader encouraged such spoof bids, 

believing that if Yen LIB OR submitters heard over the squawk box that banks were willing to 

trade Yen cash at the fictitious price, they might factor that information into their determination 

oftheir LIBOR submissions and as a result be more likely to move their Yen LIBOR 

submissions that day in a manner that could benefit the Senior Yen Trader. 

For example, during several telephone calls on September 3, 2008, Yen Broker 1 and the 

Senior Yen Trader discussed presenting spoof bids to Bank 1 and Bank 5. Almost immediately 

after these calls, Yen Broker 1 was overheard shouting on the squawk box to Bank 1 's Yen 

LIB OR Submitter that he has a bid at the same false price he discussed with the Senior Yen 

Trader: 

1st telephone call: 

Yen Broker 1: I mean I'm still offered at 91 - I mean the reason I think 

Rabo did put his up he can't get cash anywhere near 88 I 

mean he's going to be like -the only offers I'm seeing 

really are 91 for non-Japanese but I'm blagging an offer at 

88. RBS is already paying 88 maybe 89 alright. l's he's 

offered at like 70 maybe 68, me and [Yen Broker 2] are 

offering it at 67. OK*** Alright and the 6's is nothing I'm 

offering at 95 which is a complete spoof alright. 

Senior Yen Trader: OK alright thanks mate. 

14 
211d telephone call: 

Yen Broker 1 : 

Senior Yen Trader: 

Yen Broker 1: 

Senior Yen Trader: 

Yen Broker 1 : 

Senior Yen Trader: 

*** 

Yen Broker 1: 

Yeah I'm offering 3's at 88 where it ain't offered vitiually. 

I'm only offered at 91. 

To [Banlc 1] and [Banlc 5]? 

All of those yeah I mean when I give him a LIBOR run 

through I'm going to go the 1 's I'm going to go 66. 

Yeah. 

He won't set it there but I'll try. 3 's I'm going to go 88, 

which I doubt he will but I'll have a go anyway right and 

the 6's I'm going to go 95. 

OK. 

[shouting over squawk box] I got 88 choice here 3's Yen 

[Banlc 1 Yen LIBOR Submitter] at the moment, 88 either 

way 

d. RP Martin Brokers Accepted Bribes from the UBS Senior Yen Trader, in 

the Form of Wash Trades, in Return for Their Assisting His 

Manipulative Scheme 

RP Martin Yen brokers were highly incentivized to facilitate the Senior Yen Trader's 

manipulative schemes. The Senior Yen Trader guaranteed the RP Martin brokers' loyalty and 

cooperation with his manipulative schemes by making payments to them via wash trades. In 

such trades, the Senior Yen Trader was the opposing counterpmiy on identical trades with other 

traders, resulting in a financial nullity for the counterpatiies, while generating significant 

commissions to RP Mmiin Yen brokers, who brokered both sides of the wash trades. Such 

commissions were shared by the entire Yen Desk, giving other Yen brokers incentives to assist 

Yen Broker 1 and Yen Broker 2 in the Senior Yen Trader's manipulative schemes. These wash 

trades made UBS the second largest client ofthe Yen Desk during 2008 and 2009, accounting 

for nearly 9% of the Yen Desk's revenue during that time. 

Yen Broker 1 brokered at least nine wash trades between September 2008 and August 

2009 on behalf of the Senior Yen Trader. These trades generated more than $412,000 in 

commission revenue for the Yen Desk. Accordingly, Yen Broker 1 solicited the assistance of 

multiple members of the Yen Desk, who found counterpatiies for the wash trades and telephoned 

additional Yen LIB OR submitters to ensure their Yen LIB OR submissions were consistent with 

the Senior Yen Trader's wishes. 

The telephone calls between the Senior Yen Trader and Yen Broker 1 make clear that the 

wash trades, referenced in the calls as "switch trades", were a quid pro quo for RP Mmiin's 

assistance in manipulating Yen LIB OR: 

15 
September 18, 2008: 

1st telephone call: 

Senior Yen Trader: Mate, right, listen. I don't care right just get me any 

fl'cking trade which pays you basically today, mate. If if 

you keep 6's unchanged today, yeah.*** I will fl'cking do 

one humongous deal with you. All right? * * * Like a 

50,000 buck deal, whatever. ***I need you to keep it as 

low as possible. All right? If you do that, then I'll cross 

the spread and I'll pay you, you know, $50,000,$100,000 

whatever it whatever you want. All right? 

Yen Broker 1: All right. 

2nd telephone call: 

Senior Yen Trader: ***have you got any mates, mate, who'll do you like a net 

trade and I could like, you know, basically give you like 

fl'cking, I don't know, a trillion 3-month LIBOR/TIBOR 

and take back a trillion 3-month LIBOR/TIBOR and, 

obviously, you're net it with the other guy. 

Yen Broker 1: Right. 

Senior Yen Trader: Do you know what I mean? I was thinking we could do 

something like that. That's probably the easiest thing. *** 

what I'm saying is, look, that if you've got a mate who will 

like do a flat switch basically. ***I'd go in and out with 

him, yeah? So I'll pay them in two years or whatever and 

I'll receive from them in two years. The coupon's the 

same.*** I'll get charged bro both sides obviously. 

*** 

Yen Broker 1: all right. That's excellent. 

October 31,2008: 

Senior Yen Trader: Listen what I need- this is what I need, I need 1 's to come 

off the most because if they are off 20 for 1 's which is what 

they [inaudible] 

Yen Broker 1: Right, yes. That's the one thats fl' eking up at the moment 

as well, isn't it, so you need definitely. 

Senior Yen Trader: Yes and then say 3 's are - I don't need it to come off quite 

so much, like, I don't know down 13 or something. 

Yen Broker 1: Right. 

Senior Yen Trader: And then 6's go well, there's still term and you can't get 

hold of it so say, like, down 8 or something. 

Yen Broker 1: Right, okay 

*** 

16 
Senior Yen Trader: Alright mate, if you could sort this out for me, if you can 

get 1 's down - if you could get like a staggered downward 

move like that then we'll do a f*cking massive ticket next 

week. 

February 25, 2009: 

Yen Broker 1: anything cookjing i can try desperate for a decent trade 

gone pear shaped this month 

Senior Yen Trader: we can switch 2yrs ***we can do 150b 2yrs bro both 

sides ask [RBS Yen Trader] will that help? 

Yen Broker 1: ok mate that will make us make3 budget for the month so 

massiVe yes. 

RP Matiin Yen brokers made great efforts to earn the commissions generated from these 

wash trades, with the assistance of other brokers, including brokers on the Arbitrage Desk. For 

example, on October 31, 2008, as noted above, RP Matiin brokers contacted four Yen LIB OR 

submitters to convince them to move their LIBORs in a direction that benefitted the Senior Yen 

Trader's trading position. Similar examples can be found around dates of the other wash trades, 

during which Yen Broker 1 asked multiple Yen LIB OR submitters for additional favors. A few 

examples follow: 

September 18, 2008 (emphasis added): 

Yen Broker 1: 

Bank 3 Submitter: 

June 29, 2009: 

Yen Broker 1 : 

Bank 3 Submitter: 

Yen Broker 1: 

Bank 3 Submitter: 

***if you could get 6's a little lower today, I've got, urn, 

someone that's going to do a huge trade with me today 

if the if the 6's don't go up too much. So ifyou 

We're going for 1% fix I think today. I think these are all 

going to edge up just marginally so*** what I'll do is I'll 

go 103 for 6's it's not too high but it's going to be higher 

anyway so I can't go too far away from there. 

Ummm Mr. [Bank 3 Yen LIBOR Submitter] I just need to 

ask you a small favor actually. ***I just got completely 

f*cking buried there in a 3-year anti money freeze. 

F*cking I got dug out basically. Let off. Ifthere's any way 

you can stick your LIBOR up to 71 in 6 today it would help 

me out a great deal because that was going to cost me 50 

grand. So yeah I know what you do but if you can get 71 

today mate I would appreciate it. 

Umm I think we were 69; I can probably go to 70 on it. 

Yeah? Well, anything, anything. 

I'll have a look on it. I'll have another look mate. 

17 
Yen Broker 1: Thank you very much mate I'm asking a couple of people, 

thank you mate. Cheers. 

e. RP Martin Brokers Persuaded Traders at Other Panel Banks to 

Participate as Counterparties to the Wash Trades, in Return for Other 

"Favors" Such as Free Travel and Entertainment 

In order to execute the wash trades with the Senior Yen Trader, RP Mmiin Yen brokers 

needed to find counterpmiies at other banks. The Yen Desk brokers contacted many of their 

cash, OBS and forwards clients, asking for their assistance. For the first set of wash trades that 

was executed on September 18 and 19, 2008, traders from RBS and Bank 7 both agreed to serve 

as counterpmiies. For all of the remaining wash trades executed for UBS, RBS served as the 

sole counterparty. 10 To ensure the traders' agreement to serve as the counterpmiy, RP Martin 

brokers promised free meals, free travel and free entetiainment. 

September 19, 2008 (emphasis added): 

Yen Broker 3: 

RBS Yen Trader: 

Yen Broker 3: 

RBS Yen Trader: 

Yen Broker 3: 

RBS Yen Trader: 

March 26, 2009: 

Yen Broker 3: 

RBS Yen Trader: 

Yen Broker 3: 

RBS Yen Trader: 

Yen Broker 3: 

RBS Yen Trader: 

Yen Broker 3: 

Right, geez, can you do me a favor? You, urn, whatyou're not going to get paid any bro for this and we'll 

send you lunch around for the whole desk. Can you flat 

-can you switch, er, two years semi at 5 3/4, 100 yards, 

are you- between UBS. Just get- take it from UBS, 

give it back to UBS. He wants to pay some bro. We won't 

bro you but he wants to put- he wants to give us some bro. 

Yeah, Yeah. 

100 yards, right? 

Yeah. Yeah. UBS on UBS? Right. 

Yeah, Yeah. 100 yards- actually can you make it 150 and 

I'll send lunch around for everybody? 

Yeah. 

All right listen. I need you, mate. 

Yeah. 

I need your money. I- oh, you'll be looked after in 

Vegas. I promise you. It's only a month away. Is there 

any chance you'll be able to wash this switch through 

today? 

Yeah, but I can't do that size. I have to [inaudible] 

Yeah that's fine. Mate, listen. I'm - would be grateful 

mate. I'm- I'll be grateful for anything, mate. 

All right, I'll do 80. 

Okay, mate, listen. That's perfectly fine and er, I won'tit's not going to be f*cking every month occurrence. It's10 See RES Order, supra note 9, at pages 22-24. 

18 
Yen Broker 3: 

*** 

RBS Yen Trader: 

Yen Broker 3: 

RBS Yen Trader: 

Yen Broker 3: 

it's just like it's the end of our quarter now, so I won't 

pester you with that every month, no way, I appreciate what 

you're doing anyway, right? You'll be looked after, mate. 

Don't wony about that. All right. So, urn, so do I justwe'll do it today or tomorrow. I'll do it- try and put it 

through today? 

Yeah, I'll put [inaudible]. 

80,yeah? 

Yeah, 80, yeah. Same rules as the last one, yeah? 

Yeah. 

Oh, mate you're a superstar. Cheers, dude, ta. 

On at least one occasion when the RBS Yen Trader agreed to pay the brokerage 

commissions for the wash trades, the RP Martin brokers attempted to assist the RBS Yen Trader 

in manipulating Yen LIB OR to benefit his trading position. 

June 26, 2009: 

RBS Yen Trader: 

Yen Broker 3: 

*** 

Yen Broker 3: 

RBS Yen Trader: 

Yen Broker 3: 

RBS Yen Trader: 

Yen Broker 3: 

June 26, 2009: 

Yen Broker 3: 

RBS Yen Trader: 

Yen Broker 3: 

RBS Yen Trader: 

Yen Broker 3: 

Has [Senior Yen Trader] been asking you to put Libors up 

today? 

[speaking to someone else] What's [Senior Yen Trader] 

want on Libors today? Is he fixing anything about Libors? 

What does he want? What way does he want it? 

[inaudible] 

He wants ones, ones and threes a little bit lower and sixes 

probably about the same where they are now. He wants 

them to stay the same. 

I want them lower. 

You want them lower? What the sixes? 

Yeah. 

Alright, well, alright, alright, we'll work on it. 

Hello mate, [RBS Yen Trader]? You all set? 

Yeah. 

Right listen, we've had a couple words with them. You 

want them lower right? 

Yeah. 

Alright okay, alright, no we've okay just confirming it. 

We've, so far we've spoke to [Banlc 3]. We've spoke to a 

couple of people so we'll see where they come in alright. 

We've spoke, basically*** we spoke to [Banlc 3], [Banlc 8], 

[Banlc 1], who else did I speak to? [Bank 9]. There's a 

19 
RBS Yen Trader: 

Yen Broker 3: 

couple of other people that the boys have a spoke to but as 

a team we've basically said we want a bit lower so we'll see 

where they come in alright? 

Cheers. 

Cheers no worries mate. 

f. RP Martin Brokers and the UBS Senior Yen Trader Attempted to 

Conceal Their Improper Conduct Surrounding the Wash Trades 

The Senior Yen Trader and Yen Broker 1 were well aware of the improper nature of their 

conduct. First, they made an effort to avoid any written communications confirming the wash 

trades, choosing primarily to communicate via telephone. Second, as noted by a UBS trader 

("UBS Yen Trader") that assisted the Senior Yen Trader, they tried to hide the wash trades by 

"staggering" their execution, as noted in the example below, to avoid any "questions" about the 

trades: 

December 3, 2008: 

Senior Yen Trader: 

Yen Broker 1: 

Senior Yen Trader: 

Yen Broker 1: 

Senior Yen Trader: 

February 25, 2009: 

UBS Yen Trader: 

Yen Broker 1: 

UBS Yen Trader: 

Yen Broker 1: 

UBS Yen Trader: 

Yen Broker 1: 

What I'm doing mate, don't f*cking put it on chat. 

All right. Okay. 

All right. Okay. 90 and three-eighths. 

Oh, thank you very much, mate. I love you. 

I just want it but don't put it on f*cking chat, all right. 

That's alright. I thought it'd be - raise less questions, 

than if I did them at the same time. 

Yeah, I understand that, thank you very much. 

What I even did, I even, put on their, do a [inaudible] like 

me, [Senior Yen Trader], [UBS Senior Yen Trader's 

Supervisor] and stuff. That people would actually, I would 

always put traded it on there anyway. 

Ah, right. 

I do it for the people, I even just stagger that. Just so if 

anyone ever questions it. 

Yeah. [inaudible] "geezer did us a favor, couple of times, 

dada da." *** 

4. Inadequate Controls and Supervision Allowed Broker Misconduct to Continue 

for Years 

During the relevant period, RP Martin failed to establish an adequate compliance 

function, failed to adequately supervise and oversee its Yen brokers and the Yen Desk, and failed 

to implement adequate internal controls and procedures to govern its Yen brokers' 

communications and interactions with clients and prospective clients. 

20 
During the relevant period, and continuing until February 2010, RP Martin had not 

established a compliance office. Instead, RP Matiin assigned employees from other depatiments 

to handle compliance issues on a pati-time basis. For example, its head of compliance consisted 

of an inexperienced officer who had other responsibilities that created a conflict of interest with 

his compliance duties. 

RP Martin also failed to ensure that staff were adequately trained and supervised. Staff 

received little compliance training. Further, desk heads were given almost no instruction 

regarding their roles and responsibilities in supervising the brokers on their desks. Instead, 

brokers routinely raised concerns and issues directly with senior management, who had earned 

reputations for prioritizing the happiness of profitable brokers over ensuring a compliant 

environment. Within RP Martin, the cunency desks, including the Yen Desk, were inadequately 

supervised. The Yen brokers, including the Yen Desk Head, worked with minimal supervision 

from senior RP Matiin management, who dealt with broker complaints as they arose rather than 

ensuring pro-active supervision of brokers and desk heads suppmied by a robust compliance 

department. 

As part of this insufficient system of compliance, RP Martin did not have adequate 

internal controls, policies and procedures to guide and monitor Yen brokers in their 

communications with clients, or the provision of market information or market color to clients 

and others. RP Martin had no procedures for approval of the dissemination of market 

information, or for review and verification of the basis for the market information being 

disseminated by RP Matiin brokers. Accordingly, although the improper communications 

between Senior Yen Trader and Yen brokers were well-known by most, if not all, ofthe brokers 

on the Yen Desk, and could be heard by all (or nearly all) of the Yen brokers, during the relevant 

time period no one informed compliance or senior management that such improper conversations 

were taking place. 

RP Matiin' s lackadaisical attitude towards compliance was evident when the company 

became aware ofthe UBS wash trading activity. A RP Martin manager who monitored backoffice brokerage activity on a daily basis immediately noticed the unusually large commissions 

generated by the wash trades between UBS and RBS. However, when he questioned the Yen 

Desk about these trades, at least one Yen broker said to him, "You really don't want to know". 

The RP Martin manager discussed the wash trades with at least one member of RP Matiin senior 

management. But this discussion did not generate any action, and no one at RP Matiin fmiher 

investigated why RBS and UBS had agreed to generate unusually large wash trade commissions 

for the Yen Desk. 

RP Martin's lack of specific internal controls and procedures relating to external 

communications, and distinguishing between permissible and impermissible market information 

provided by its Yen brokers to clients and others, as well as its overall lax supervision of the Yen 

Desk, allowed the misconduct to continue unabated throughout the relevant period. 

21 
IV. 

LEGAL DISCUSSION 

A. RP Martin Knowingly Caused Certain Panel Banks to Make False, Misleading or 

Knowingly Inaccurate Reports Concerning Yen Borrowing Costs in Violation of 

Section 9(a)(2) of the Act 

Section 9(a)(2) of the Act makes it unlawful for any person "knowingly to deliver or 

cause to be delivered for transmission through the mails or interstate commerce by telegraph, 

telephone, wireless, or other means of communication false or misleading or knowingly 

inaccurate repmis concerning crop or market information or conditions that affect or tend to 

affect the price of any commodity in interstate commerce .... " 7 U.S.C. § 13(a)(2) (2006); US. 

v. Brooks, 611 F.3d 678, 691-93 (5th Cir., 2012) cert. denied, 2013 U.S. Lexis 434 (U.S. Jan. 7, 

2013); United States v. Valencia, 394 F.3d 352, 354-355 (5th Cir. 2004); see also CFTC v. 

Johnson, 408 F. Supp. 2d 259, 267 (S.D. Tex. 2005) (same). 

At times during the relevant period, certain RP Mmiin brokers knowingly caused to be 

delivered through the mails or interstate commerce false or misleading or knowingly inaccurate 

repmis concerning Yen banlc borrowing rates, through the form of Suggested LIBORs, which is 

market information that affects or tends to affect the fixing or pricing of Yen LIB OR, a 

commodity in interstate commerce.

11 Each business day, Yen panel banlcs, through the 

transmission of electronic spreadsheets to Thomson Reuters, made Yen LIB OR submissions in 

contribution to the daily fixing of Yen LIB OR for various tenors through the mails or interstate 

commerce. Yen LIBOR panel banlcs' submissions were delivered through the mails or interstate 

commerce by the daily dissemination and publication globally, including into the United States, 

ofthe panel banks' submissions as well as the daily official Yen LIBOR fixing by Thomson 

Reuters on behalf of the BBA and by other third party vendors. The panel banlcs' submissions 

are used to determine the official published rates for Yen LIB OR, which are calculated based on 

a trimmed average of the submissions. 

The Yen LIBOR panel banlcs' submissions contain market information concerning the 

costs of bono wing unsecured funds in Yen in particular tenors, the liquidity conditions and stress 

in the money markets, and the panel banlcs' ability to bonow Yen in the London interbanlc 

market. Such market information affects or tends to affect the prices of commodities in interstate 

commerce, including the daily rates at which Yen LIB OR is fixed. 

Certain RP Martin Yen brokers understood and expected that at least some, if not many, 

of the Yen panel banks relied on market information from those RP Martin brokers concerning 

the Yen bono wing rates in the London interbank market. However, to benefit ce1iain RP Mmiin 

clients, specifically the Senior Yen Trader and the RBS Yen Trader, and to assist their effmis to 

attempt to manipulate the fixing of Yen LIBOR on their behalf, RP Mmiin Yen brokers at times 

often knowingly disseminated false, misleading and knowingly inaccurate market information to 

11 LIBOR as a benchmark interest rate is a commodity under the Act. See Sections la(4) and la(13) of 

the Act, 7 U.S.C. §§ la(4) and la(13) (2006) (pre-Dodd Frank), Sections la(9) and la(19) ofthe Act, 7 

U.S.C. §§ la(9) and la(19) (2012) (post-Dodd Frank). 

22 
the Yen Panel banks through three primary means: (1) Yen Broker 1 or others provided skewed 

Suggested LIBORs through oral communications with submitters or traders at theY en LIB OR 

panel banks; (2) RP Mmiin brokers directly pressured Yen LIB OR submitters and traders at 

panel banks to submit certain rates that were skewed to reflect rates beneficial to the Senior Yen 

Trader and at times other traders; and (3) RP Mmtin brokers occasionally offered "spoof' or 

nonexistent cash bids to their clients, including clients who were Yen LIB OR submitters, to give 

the false impression that a banlc in the market was willing to trade Yen cash at a particular price. 

At times, ce1tain Yen panel banks used RP Martin's skewed Suggested LIBORs in determining 

and making their Yen LIB OR submissions to the BBA. As a result, those Yen LIB OR 

submissions were false, misleading or knowingly inaccurate because the panel banks' 

submissions purported to reflect the panel banks' perceived costs of borrowing Yen in the 

interbank market but in reality, reflected in whole or in pali the rates that benefited the trading 

positions ofRP Mmiin's clients. 

Accordingly, by ce1tain brokers' actions designed and intended to benefit clients and 

themselves, RP Mmiin, through these brokers and a desk manager, knowingly caused the panel 

banks to deliver through the mails or interstate commerce false or misleading or knowingly 

inaccurate market information that affects or tends to affect a commodity in interstate commerce, 

including Yen LIBOR and violated Section 9(a)(2) ofthe Act, 7 U.S.C. § 13(a)(2) (2006). 

B. RP Martin Manipulated Yen LIBOR at Times for Certain Tenors 

Together, Sections 6(c), 6(d) and 9(a)(2) of the Act prohibit acts of manipulation or 

attempted manipulation. Section 9(a)(2) of the Act makes it unlawful for "[a]ny person to 

manipulate or attempt to manipulate the price of any commodity in interstate commerce, or for 

future delivery on or subject to the rules of any registered entity .... " 7 U.S.C. § 13(a)(2) 

(2006). Section 6(c) of the Act authorizes the Commission to serve a complaint and provide for 

the imposition of, among other things, civil monetary penalties and cease and desist orders if the 

Commission "has reason to believe that any person ... is manipulating or attempting to 

manipulate or has manipulated or attempted to manipulate the market price of any commodity, in 

interstate commerce, or for future delivery on or subject to the rules of any registered entity, .... 

or otherwise is violating or has violated any of the provisions of [the] Act .... " 7 U.S.C. § 9 

(2006). Section 6(d) ofthe Act is substantially identical to Section 6(c). See 7 U.S.C. § 13b 

(2006). 

Manipulation under the Act is the "intentional exaction of a price determined by forces 

other than supply or demand." Frey v. CFTC, 931 F.2d 1171, 1175 (7th Cir. 1991). The 

following four elements must be met, by a preponderance of the evidence, to show a successful 

manipulation has occurred: 

(1) the [respondent] had the ability to influence market prices; 

(2) the [respondent] specifically intended to do so; 

(3) mtificial prices existed; and 

( 4) the [respondent] caused an aliificial price. 

23 
In re Cox, [1986-1987 Transfer Binder] Comm. Fut. L. Rep. (CCH) ~ 23,786 at 34,061 

(CFTC July 15, 1987). The test for manipulation, however, is a practical one: 

We think the test of manipulation must largely be a practical one if the purposes 

of the Commodity Exchange Act are to be accomplished. The methods and 

techniques of manipulation are limited only by the ingenuity of man. The aim 

must be therefore to discover whether conduct has been intentionally engaged in 

which has resulted in a price which does not reflect basic forces of supply and 

demand. 

Cargill v. Hardin, 452 F.2d 1154, 1163 (8th Cir. 1971). 

"[I]ntent is the essence of manipulation." Indiana Farm Bureau Cooperative Ass 'n, Inc., 

[1982-1984 Transfer Binder] Comm. Fut. L. Rep (CCH) ~ 21,796, at 27,282 (CFTC Dec. 17, 

1982). The manipulator's intent separates "lawful business conduct from unlawful manipulative 

activity." Id. at 27,283. To prove the intent element of manipulation, it must be shown that RP 

Martin "acted (or failed to act) with the purpose or conscious object of causing or effecting a 

price or price trend in the market that did not reflect the legitimate forces of supply and demand." 

!d. 

The Commission has observed that "intent must of necessity be inferred from the 

objective facts and may, of course, be inferred by a person's actions and the totality of the 

circumstances." In re Hohenberg Bros., [1975-1977 Transfer Binder] Comm. Fut. L. Rep. 

(CCH) ~ 20,271 at 21,477 (CFTC Feb. 18, 1977). "[O]nce it is demonstrated that the alleged 

manipulator sought, by act or omission, to move the market away from the equilibrium or 

efficient price - the price which reflects market forces of supply and demand -the mental 

element of manipulation may be inferred." Indiana Farm Bureau,~ 21,796 at 27,283. "It is 

enough to present evidence from which it may reasonably be inferred that the accused 

'consciously desire[ d] that result, whatever the likelihood of that result happening from his 

conduct."' !d. (quoting US. v. United States Gypsum Co., 438 U.S. 442, 445 (1978)). A profit 

motive may also be evidence of intent, although profit motive is not a necessary element of an 

attempted manipulation. See In re DiPlacido [2007-2009 Transfer Binder] Comm. Fut. L. Rep. 

(CCH) ~ 30,970, at 62,484 (CFTC Nov. 5, 2008) (citing In re Hohenberg Bros. Co., ~20,271 at 

21,478)), aff'd, 364 Fed. Appx. 657 (2d Cir. 2009). 

An atiificial price (also termed a "distorted" price) is one "that does not reflect market or 

economic forces of supply and demand." Cox,~ 23,786 at 34,064; Indiana Farm Bureau, 

~ 21,796 at 27,288 n. 2. As the Commission noted with approval in DiPlacido, ~ 30,970 at 

62,484 (quoting Indiana Farm Bureau,~ 21,796 at 27,300 (Commissioner Stone concurring)), a 

Commissioner has commented: "[t]his is more an axiom than a test." In determining whether an 

atiificial price has occmTed: 

[O]ne must look at the aggregate forces of supply and demand and search for 

those factors which are extraneous to the pricing system, are not a legitimate part 

ofthe economic pricing of the commodity, or are extrinsic to that commodity 

market. When the aggregate forces of supply and demand bearing down on a 

24 
pmiicular market are all legitimate, it follows that the price will not be artificial. 

On the other hand when a price is effected by a factor which is not legitimate, the 

resulting price is necessarily miificial. Thus, the focus should not be as much on 

the ultimate price as on the nature of the factors causing it. 

Indiana Farm Bureau,~ 21,796 at 27,288 n. 2. See also DiPlacido, ~ 30,970 at 62,484 (finding 

that the placement of uneconomic bids or offers results in miificial prices because those prices 

are not determined by the free forces of supply and demand on the exchange"). 

Causation of artificial prices is established when it is demonstrated that miificial market 

prices resulted from the conduct of a trader, or group of traders acting in concert, rather than 

legitimate forces of supply and demand. See Cargill, Inc. v. Hardin, 452 F.2d 1154, 1171-72 

(8th Cir. 1971) (price squeeze "intentionally brought about and exploited by Cargill"); Cox, 

~ 23,786 at 34,067 (proof of causation requires the Division to show that "the respondents' 

conduct 'resulted in' artificial prices"). 

There can be multiple causes of an artificial price. DiPlacido, ~ 30,970, at 62,485. The 

manipulator's actions need not be the sole cause of the miificial price. "It is enough for purposes 

of a finding of manipulation in violation of Sections 6(b) and 9 of the Act that respondents' 

action contributed to the price [movement]." In re Kosuga, 19 A.D. 603, 624 (1960). See also 

Cox,~ 23,786 at 34,066 (recognizing there can be multiple causes of an miificial price and 

holding that a charge of manipulation can be sustained where respondents' acts are a proximate 

cause of the miificial price). 

Here, RP Mmiin brokers communicated on a daily basis with banks that participated on 

the Yen LIB OR panel and made submissions that purpmied to reflect their assessments oftheir 

respective banks' costs of borrowing unsecured funds in the London interbank market for Yen 

across tenors. The official LIBOR fixings are calculated using a trimmed average methodology 

applied to the rates submitted by the panel banks. By virtue of this methodology, panel banks 

had the ability to influence or affect the rate that would become the official Yen LIB OR fixing 

for any tenor. Accordingly, if the RP Martin brokers could influence the rates submitted by the 

panel banks, then the RP Mmiin brokers had the ability to influence or affect the rate at which 

Yen LIB OR would be fixed. As evidenced above, Yen LIB OR panel banks relied upon the 

market information about Yen bon·owing rates and Suggested LIBORs provided by RP Martin 

Yen brokers, and, at times, at least certain panel banks used the false rates suggested the RP 

Martin Yen brokers in determining and making their submissions. As a result, at times, certain 

Yen LIB OR panel banks made false or misleading Yen LIB OR submissions. 

As evidenced by the extensive communications and other facts set fmih above, in causing 

ce1iain panel banks at times to make false or misleading Yen LIB OR submissions, RP Martin 

brokers specifically intended to affect the daily Yen LIB OR fixing for ce1iain tenors, including 

the one-month, three-month and six-month tenors. Their intent is also evidenced by their 

expressed interest in earning commissions from the Senior Yen Trader via the wash trades, 

which was contingent upon their efforts to ensure that Yen LIBOR fixed at rates that benefited 

their Senior Yen Trader's derivatives trading positions. 

25 
As a result ofRP Martin brokers' influence on the rates submitted by panel banks, at 

times some ofthe panel banks made Yen LIBOR submissions, whether knowingly or not, that 

did not reflect their bank's costs of borrowing unsecured funds in the London Yen interbank 

market but instead reflected rates beneficial to the trading positions of the Senior Yen Trader and 

other traders. Accordingly, through RP Mmiin brokers' actions, those Yen LIBOR submissions 

acted as illegitimate factors in the pricing ofthe daily Yen LIBOR fixings for ce1iain tenors with 

the result that the official Yen LIBOR for ce1iain tenors were artificial on ce1iain occasions. 

Thus, the RP Martin brokers' actions were a proximate cause of the miificial Yen LIBOR 

fixings. 

Accordingly, on certain occasions, RP Mmiin, through the acts of certain brokers and a 

desk manager, manipulated Yen LIB OR for ce1iain tenors, a commodity in interstate commerce, 

in violation of Sections 6( c), 6( d) and 9( a)(2) of the Act. 

C. RP Martin Attempted to Manipulate Yen LIBOR 

To prove attempted manipulation, two elements are required: (1) an intent to affect the 

market price; and (2) an overt act in furtherance of that intent. See In re Hohenberg Bros. Co., 

~ 20,271 at 21,477 (CFTC Feb. 18, 1977); CFTC v. Bradley, 408 F. Supp. 2d 1214, 1220 (N.D. 

Okla. 2005). The intent standard is the same as that for manipulation. See Indiana Farm Bureau 

and Hohenberg Bros., supra. 

As evidenced and found above, ce1iain RP Martin Yen brokers each specifically intended 

to affect the rate at which the daily LIB OR for Yen would be fixed to benefit the derivatives 

trading positions of traders at panel banks, particularly the Senior Yen Trader at UBS. Each 

instance of the following constitutes overt acts in fmiherance ofRP Mmiin's Yen brokers' intent 

to affect the Yen LIBOR fixings: (1) the RP Martin brokers' coordination with the Senior Yen 

Trader; (2) the RP Martin brokers' dissemination of false and misleading Suggested LIBORs 

skewed to reflect rates beneficial to traders' derivatives trading positions; and (3) the RP Mmiin 

brokers' direct contacts with submitters and traders at certain panel banks to try to influence their 

LIB OR submissions. Accordingly, RP Mmiin, through the acts of its employees, engaged in 

repeated acts of attempted manipulation in violation of Sections 6( c), 6( d) and 9( a)(2) of the Act, 

7 U.S.C. §§ 9, 13b and 13(a)(2) (2006). 

D. RP Martin Aided and Abetted the Attempts of Derivatives Traders to Cause False 

or Misleading Yen LIBOR Submissions to be Made and to Manipulate Yen LIB OR 

Pursuant to Section 13(a) of the Act, RP Mmiin aided and abetted the attempts of 

derivatives traders at Yen LIB OR panel banks to manipulate Yen LIB OR in violation of the Act, 

particularly the Senior Yen Trader. 7 U.S.C. § 13c(a) (2006). Liability as an aider and abettor 

requires proof that: (1) the Act was violated; (2) the aider and abettor had knowledge of the 

wrongdoing underlying the violation; and (3) the aider and abettor intentionally assisted the 

primary wrongdoer. See In re Nikkhah, [1999-2000 Transfer Binder] Comm. Fut. L. Rep. (CCH) 

~ 28,129 at 49,888 n.28 (CFTC May 12, 2000). Although actual knowledge of the primary 

wrongdoer's conduct is required, knowledge ofthe unlawfulness of such conduct need not be 

demonstrated. See In re Lincolnwood Commodities, Inc., [1982-1984 Transfer Binder] Comm. 

26 
Fut. L. Rep. (CCH) ~21,986 at 28,255 (CFTC Jan. 31, 1984). Knowing assistance can be 

infe11'ed from the surrounding facts and circumstances. Id. 

As evidenced by the extensive communications set forth above, certain RP Martin Yen 

brokers coordinated with the Senior Yen Trader at UBS to manipulate the official Yen LIB OR 

fixings for certain tenors by attempting to cause and at times causing panel banks to make Yen 

LIBOR submissions at rates or levels that that would benefit the Senior Yen Trader's trading 

positions. The RP Martin brokers knew that the Senior Yen Trader was trying to manipulate 

Yen LIB OR to benefit his derivatives trading positions. 

UBS, through the acts ofthe Senior Yen Trader, and other panel banks through acts of 

their derivatives traders, in coordination with RP Martin brokers, attempted to manipulate Yen 

LIBOR, at times successfully, in violation of Sections 6(c), 6(d) and 9(a)(2) ofthe Act, 7 U.S.C. 

§§ 9, 13b and 13(a)(2) (2006). Cetiain RP Matiin brokers had knowledge of, and intentionally 

assisted, the attempts of the Senior Yen Trader and traders at the other banks to manipulate the 

rate at which Yen LIB OR was fixed, at times successfully. Accordingly, RP Martin, through the 

acts of certain brokers and a desk manager, aided and abetted the attempts of traders at panel 

banks to manipulate Yen LIB OR, at times successfully, in violation of Sections 6( c), 6( d) and 

9(a)(2) ofthe Act, 7 U.S.C. §§ 9, 13b and 13(a)(2) (2006). 

E. RP Martin Holdings and Martin Brokers are Liable for the Acts of their Agents 

Section 2(a)(1)(B) of the Act, 7 U.S.C. § 2(a)(l)(B) (2006), and Regulation 1.2, 17 

C.F.R. § 1.2 (2012), provide that the act, omission or failure of any official, agent or other person 

acting for any individual, associatiop., partnership, corporation or trust within the scope of his 

employment or office shall be deemed the act, omission or failure of such individual, association, 

partnership, corporation or trust. Pursuant to Section 2(a)(1)(B) of the CEA and Commission 

Regulation 1.2, strict liability is imposed on principals for the actions of their agents. See, e.g., 

Rosenthal & Co. v. CFTC, 802 F.2d 963, 966 (7th Cir. 1986); Dohmen-Ramirez & Wellington 

Advismy, Inc. v. CFTC, 837 F.2d 847, 857-58 (9th Cir. 1988). 

RP Matiin Holdings and Martin Brokers are liable for the acts, omissions and failures of 

the brokers and managers who acted as their employees and/or agents in the conduct described 

above. Accordingly, RP Martin Holdings and Matiin Brokers violated Sections 6(c), 6(d) and 

9(a)(2) ofthe Act, 7 U.S.C. §§ 9, 13b and 13(a)(2) (2006), as set forth above. 

v. 

FINDINGS OF VIOLATIONS 

Based on the foregoing, the Commission finds that Respondents violated Sections 6( c), 

6(d) and 9(a)(2) ofthe Act, 7 U.S.C. §§ 9, 13b and 13(a)(2) (2006). 

27 
VI. 

OFFER OF SETTLEMENT 

Respondents, without admitting or denying the findings or conclusions herein, except to 

the extent Respondents admit those findings in any related action against RP Martin by, or any 

agreement with, the Department of Justice or any other governmental agency or office, have 

submitted the Offer in which Respondents: 

A. Acknowledge receipt of service of this Order; 

B. Admit the jurisdiction of the Commission with respect to all matters set forth in this 

Order and for any action or proceeding brought or authorized by the Commission based 

on violation of or enforcement of this Order; 

C. Waive: 

1. the filing and service of a complaint and notice of hearing; 

2. a hearing; 

3. all post-hearing procedures; 

4. judicial review by any court; 

5. any and all objections to the pmiicipation by any member of the Commission's 

staff in the Commission's consideration ofthe Offer; 

6. any and all claims that Respondents may possess under the Equal Access to Justice 

Act, 5 U.S.C. § 504 (2006) and 28 U.S.C. § 2412 (2006), and/or the rules 

promulgated by the Commission in conformity therewith, Pmi 148 of the 

Commission Regulations, 17 C.F.R. §§ 148.1-30 (2012), relating to, or arising 

from, this proceeding; 

7. any and all claims that Respondents may possess under the Small Business 

Regulatory Enforcement Fairness Act of 1996, Pub. L. No. 104-121, §§ 201-253, 

110 Stat. 847, 857-868 (1996), as amended by Pub. L. No. 110-28, § 8302, 121 

Stat. 112, 204-205 (2007), relating to, or arising from, this proceeding; and 

8. any claims of Double Jeopardy based on the institution of this proceeding or the 

entry in this proceeding of any order imposing ~civil monetary penalty or any 

other relief; 

D. Stipulate that the record basis on which this Order is entered shall consist solely of the 

findings contained in this Order to which Respondents have consented in the Offer; and 

E. Consent, solely on the basis of the Offer, to the Commission's entry of this Order that: 

28 
1. makes findings by the Commission that Respondents violated Section 6( c), 6( d) 

and 9(a)(2) of the Act, 7 U.S.C. §§ 9, 13b and 13(a)(2) (2006); 

2. orders Respondents to cease and desist from violating Sections 6(c), 6(d) and 

9(a)(2) of the Act, 7 U.S.C. §§ 9, 13b and 13(a)(2) (2006 & Supp. V 2012); 

3. orders Respondents, jointly and severally, to pay a civil monetary penalty in the 

amount of $1,200,000, plus post-judgment interest; and 

4. orders Respondents and their successors and assigns to comply with the 

conditions and undertakings consented to in the Offer and as set forth in Part VII 

ofthis Order. 

Upon consideration, the Commission has determined to accept the Offer. 

VII. 

ORDER 

Accordingly, IT IS HEREBY ORDERED THAT: 

A. Respondents shall cease and desist from violating Sections 6(c), 6(d) and 9(a)(2) ofthe 

Act, 7 U.S.C. §§ 9, 13b and 13(a)(2) (2006 & Supp. V 2012). 

B. Civil Monetary Penalty 

1. Respondents shall pay, jointly and severally, a civil monetary penalty in the 

amount of 1.2 Million U.S. Dollars ($1,200,000) ("CMP Obligation"), plus postjudgment interest. Post-judgment interest shall accrue on the CMP Obligation 

beginning on the date of entry of this Consent Order and shall be determined by 

using the Treasury Bill rate prevailing on the date of entry of this Consent Order 

and on the date of each successive payment, pursuant to 28 U.S. C.§ 1961 

(2012). The Respondents shall satisfy their CMP Obligation by making quarterly 

payments with post-judgment interest as follows: 

a. The first year, $160,000, plus post-judgment interest, is payable, divided 

into four equal payments, falling due within 14 days of the date of this 

Order, or May 29, 2014; on or before August 29, 2014; on or before 

November 29, 2014; and on or before February 29, 2015. 

b. The second year, $410,000, plus post-judgment interest, is payable, 

divided into four equal payments, falling due on or before May 29, 2015; 

on or before August 29, 2015; on or before November 29, 2015; and on or 

before February 29, 2016. 

29 
c. The third year, $630,000, plus post-judgment interest, is payable, divided 

into four equal payments, falling due on or before May 29, 2016; on or 

before August 29, 2016; on or before November 29, 2016; and on or 

before February 29, 2017. 

2. Payments shall be deemed made on the date they are received by the 

Commission. If any payment is not made by the date the payment is required by 

this Consent Order, the entire outstanding balance of the CMP Obligation, plus 

any additional post-judgment interest, shall be due and payable immediately, 

without fmiher application. 

3. Respondents shall pay their CMP Obligation by electronic funds transfer, U.S. 

postal money order, cetiified check, banlc cashier's check, or banlc money 

order. If payment is to be made other than by electronic funds transfer, then the 

payment shall be made payable to the Commodity Futures Trading Commission 

and sent to the address below: 

Commodity Futures Trading Commission 

Division of Enforcement 

ATTN: Accounts Receivables 

DOT IF AA/MMAC/ AMZ-341 

CFTC/CPSC/SEC 

6500 S. MacArthur Blvd. 

Oklahoma City, OK 73169 

( 405) 954-7262 office 

(405) 954-1620 fax 

nikki.gibson@faa.gov 

If payment by electronic funds transfer is chosen, Respondents shall contact Nikki 

Gibson or her successor at the address above to receive payment instructions and 

shall fully comply with those instructions. Respondents shall accompany 

payment of the CMP Obligation with a cover letter that identifies Respondents 

and the name and docket number of this proceeding. Respondents shall 

simultaneously transmit copies of the cover letter and the form of payment to the 

Chief Financial Officer, Commodity Futures Trading Commission, Three 

Lafayette Centre, 1155 21st Street, NW, Washington, D.C. 20581. 

C. Respondents and their successors and assigns shall comply with the following conditions 

and undetiakings. Respondents represent that they have already undetiaken and 

implemented, or are implementing cetiain compliance and supervisory controls or 

enhancements consistent with the Undetiakings. 

1. Market Publications- Policies, Procedures and Controls: 

a. Respondents shall institute, implement and/or strengthen compliance and 

·supervisory policies, procedures and internal controls designed to ensure the 

30 
integrity of the Respondents' Market Publications, and to detect, deter and 

prevent the dissemination of false or misleading market information contained 

therein. "Market Publication" means: (1) a written communication distributed 

via any media; (2) that includes predictions, suggestions or opinions regarding 

the levels at which a Benchmark Interest Rate12 will set; and (3) that is 

published on a regular basis and is distributed to more than one customer. 

b. Such Policies, Procedures and Controls shall provide that each provision of 

Market Publications shall be based on upon a rigorous and honest assessment 

of market data and information, and shall not be influenced by internal or 

external conflicts of interest or any other illegitimate factors. 

c. Policies, Procedures and Controls relating to Market Publications shall include 

or provide for the following: 

1. That Market Publications shall be based on all definitions, rules and 

guidance applicable to the relevant Benchmark Interest Rate as 

provided by the Benchmark Publisher; 

11. That Market Publications shall be based on transactions, bids and 

offers, market sentiment, indications of interest, and other relevant 

market activity information available to the Respondents in the 

markets relevant to Benchmark Interest Rates. An Author's reliance 

on and utilization of subjective market activity information should be 

limited only to information that the Author13 reasonably and in good 

faith believes contributes to the accuracy of any predictions, 

suggestions, or opinions regarding the levels at which a Benchmark 

Interest Rate will set as contained in the Market Publication; 

111. A description of the types of market circumstances that require the use 

of models, correlated market data or related trading instruments in 

making Market Publications; 

12 The following terms are defined as follows: 

Benchmark Interest Rate: An interest rate for a currency and maturity/tenor that is calculated based 

on data received from market participants and published to the market on a regular, periodic basis, 

such as LIBOR and Euribor; 

Benchmark Publisher: A banking association or other entity that is responsible for or oversees the 

calculation and publication of a Benchmark Interest Rate; and 

Submission(s): The interest rate(s) submitted for each currency and maturity/tenor to a Benchmark 

Publisher. For example, if a panel bank submits a rate for one-month and three-month U.S. Dollar 

LIBOR, this would constitute two Submissions. 

13 For the purposes of these Undertakings, the term "Author" means any individual within RP Mmiin 

who is responsible for the content of Market Publications. 

31 
1v. The contemporaneous documentation, including recording the basis 

for, Market Publications, and retention of the same; 

v. The review and approval of Market Publications by a supervisor prior 

to dissemination; 

VL The inclusion of a supervisor and a representative from the compliance 

department as an identified recipient on any written Market 

Publications disseminated; 

v11. The disclosure of the following information for Market Publications 

disseminated shall include at least the following: 

1) A statement that any Market Publication represents the 

predictions, suggestions, opinions or assessments of the Author 

based on market data and market activity information; 

2) Identification of the source(s) of information or data upon 

which the Market Publication is based; and 

3) As appropriate, identification of the use of any models, 

con-elated markets or related trading instruments in the 

formation of the Market Publications; 

vn1. Internal controls regarding other improper communications related to 

Market Publications: 

1) Such controls shall be designed to detect, deter and prevent 

improper communications between and among employees, 

agents and supervisors of the Respondents, or with any outside 

party, and to ensure the integrity and reliability of the Market 

Publications; 

2) For these purposes, improper communications shall include, at 

a minimum: (1) any attempt to improperly influence the 

content of or alter the views contained in Market Publications; 

(2) using Market Publications for the benefit of any third 

party's trading position; or (3) any attempt to influence or 

affect any panel bank's Submission. For example, Market 

Publications shall not include, and employees, agents and 

supervisors of the Respondents shall not disclose, a bank's 

proposed Submissions to other market participants; and 

1x. The periodic but routine review of electronic communications and 

audio recordings of or relating to the Market Publications and other 

32 
related communications between and among employees, agents and 

supervisors of the Respondents, or with any outside pmiy. 

2. Other Market Communications- Policies, Procedures and Controls: 

a. The Respondents shall institute, implement and/or strengthen compliance and 

supervisory policies, procedures and internal controls designed to ensure the 

integrity of the Respondents' Other Market Communications, including 

provisions for supervision, monitoring, auditing, training and repmiing. 

b. Other Market Communications shall include, but are not limited to: (1) 

predictions, suggestions or opinions regarding the levels of Benchmark 

Interest Rates communicated orally; (2) predictions, suggestions or opinions 

regarding the levels of pricing in cash deposit markets related to and 

derivatives markets based on Benchmark Interest Rates in G8 cunencies and 

any LIBOR cunency; and (3) communications concerning prices of 

transactions, bids or offers in cash deposit markets related to and derivatives 

markets based on Benchmark Interest Rates in G8 cunencies and any LIBOR 

currency. 

c. These Policies, Procedures and Controls shall be designed to detect, deter and 

prevent improper communications between and among employees, agents and 

supervisors of the Respondents, or with any outside pmiy, and to ensure the 

integrity and reliability of these Other Market Communications. 

d. For these purposes, improper communications shall include, at a minimum: 

(1) any attempt to improperly influence the content of or alter the views 

contained in Other Market Communications; (2) using Other Market 

Communications improperly for the benefit of any third pmiy' s trading 

position; or (3) any attempt to influence or affect any panel bank's 

Submission. For example, Other Market Communications shall not include, 

and employees, agents and supervisors of the Respondents shall not disclose, 

a banlc' s proposed Submissions to other market pmiicipants. 

3. General Policies, Procedures and Controls: The Respondents shall institute, 

implement and/or strengthen the following general policies, procedures and 

internal controls: 

a. The supervision and management of employees, agents and supervisors of the 

Respondents to ensure compliance with the Respondents' Policies, Procedures 

and Controls, and these Undertakings; 

b. The procedure(s) for the repmiing and investigation of any violations of the 

Unde1iakings, the Respondents' Policies, Procedures and Controls, or any 

questionable, unusual or unlawful activity concerning the Respondents' 

Market Publications or Other Market Communications, including notification 

33 
to the appropriate compliance or legal personnel and reporting, as necessary, 

to authorities; 

c. The periodic physical presence of compliance personnel on the brokering 

floors where Market Publications are prepared, and/or products that are the 

subject of Market Publications are brokered, and/or cash deposits for G8 

cmTencies and any LIBOR currency are brokered, and/or derivatives products 

based on Benchmark Interest Rates in G8 currencies and any LIBOR cunency 

are brokered, in connection with these Policies, Procedures and Controls, 

which shall be conducted at least monthly for main offices (including London, 

U.K.) and at least every six months for branch offices; and 

d. The handling of complaints concerning any improper Market Publications and 

improper Other Market Communications by any employee, agent or 

supervisor of the Respondents, including: 

1. Memorializing all such complaints; and 

11. Establishing a review and follow-up by the chief compliance officer(s) 

or a designee of such complaints; and 

111. The reporting of material complaints to the Chief Executive Officer 

and Board of Directors of the Respondents, relevant self-regulatory 

organizations, the Commission, and/or other appropriate regulators. 

4. Qualifications of Authors and Supervisors: All Authors of Market Publications 

and their supervisors shall: 

a. Have significant experience in the markets that are the subject of his or her 

Market Publication, and/or in cash deposit markets related to and derivatives 

markets based on Benchmark Interest Rates in G8 currencies and any LIBOR 

currency; and 

b. Receive training on the definition, rules and guidance surrounding the 

applicable Benchmark Interest Rate as set by the Benchmark Publisher. 

5. Documentation: The Respondents shall provide the documents set forth below 

promptly and directly to the Commission upon request, without subpoena or other 

process, regardless of whether the records are held outside of the United States, to 

the extent permitted by law. 

a. Requirement to Document Market Publications: The Respondents shall 

contemporaneously memorialize, and retain in an easily accessible format, for 

a period of five (5) years after the date of each dissemination, the following: 

34 
1. All Market Publications; 

11. The identity of the Authors of the Market Publications disseminated; 

and 

m. The record basis for the Market Publications, including, but not limited 

to, the following: 

1) The relevant market data and information used, including 

specific transactions, offers and bids relied upon by in 

formulating the Market Publications; 

2) The source(s) of the information or data relied upon; 

3) Any models, correlated market data and data for related trading 

instruments used in formulating the Market Publications; and 

4) Any information regarding market events considered in 

formulating the Market Publications, including the specific 

market announcement(s) or event(s) and any effect of such 

market event(s) on transacted rates, offers or bids in the 

relevant markets. 

b. Transaction Records: The Respondents shall retain for a period of five (5) 

years trade transaction records related to the brokering activities in the 

markets that are the subject of Market Publications, and/or in cash deposit 

markets related to and derivatives markets based on Benchmark Interest Rates 

in 08 currencies and any LIBOR currency. The records shall be easily 

accessible and convertible into the Microsoft Excel file format. 

c. Screen Data: Where an office of the Respondents maintains a screen that is 

utilized to display to customers bids, offers, and/or transactions in the markets 

that are the subject of Market Publications, and/or in cash deposit markets 

related to and derivatives markets based on Benchmark Interest Rates in 08 

currencies and any LIBOR currency, the Respondents shall capture and retain 

for a period of five (5) years a screen shot of such information at the opening 

and close of the market for such product in the relevant time zone, as well as 

at the time of the deadline for submitting the Benchmark Interest Rate as 

imposed by the Benchmark Publisher. 

d. Requirement to Record Communications: The Respondents shall record and 

retain to the greatest extent practicable: 

1. All communications of employees, agents or supervisors of the 

Respondents who primarily broker products in the markets that are the 

subject of Market Publications, and/or in cash deposit markets related 

35 
to and derivatives markets based on Benchmark Interest Rates in G8 

currencies and any LIBOR currency. 

11. The above communications shall not be conducted in a manner to 

prevent the Respondents from recording such communications. 

111. Audio communications of Authors of Market Publications and their 

supervisors shall be retained for a period of one (1) year. Audio 

communications of other employees, agents or supervisors of the 

Respondents who primarily broker products in the markets that are the 

subject of Market Publications, and/or in cash deposit markets related 

to and derivatives markets based on Benchmark Interest Rates in G8 

currencies and any LIBOR currency shall be retained for a period of 

six (6) months. Subject to a reasonable time to implement, the 

Respondents' audio retention requirements pursuant to these 

Undertakings shall commence within a reasonable period after the 

entry of this Order and shall continue for a period offive (5) years 

thereafter. 

1v. All communications except audio communications shall be retained 

for a period of five (5) years. 

v. Nothing in these Undertakings shall limit, restrict or narrow any 

obligations pursuant to the Act or the Commission's Regulations 

promulgated thereunder, including but not limited to Regulations 1.31 

and 1.35, 17 C.F.R. §§ 1.31 and 1.35 (2012), in effect now orin the 

future. 

6. Monitoring and Auditing: 

a. Monitoring: The Respondents shall maintain or develop monitoring systems 

or electronic exception reporting systems that identify possible improper or 

unsubstantiated Market Publications or related communications among 

employees, agents or supervisors of the Respondents or with any outside 

party. 

1. This monitoring shall include reviews of written communications in 

any media and shall include supervisors. It shall also include reviews 

of oral communications of Authors and their supervisors. 

11. Such repmis will be reviewed on at least a monthly basis and if any 

significant issues are identified, then the underlying documentation for 

the Market Publications shall be reviewed to determine whether the 

Market Publications are adequately substantiated. If it is not 

substantiated, the Respondents shall notify their chief compliance 

officer(s). 

36 
b. Periodic Audits: Stmiing six (6) months from the date of the entry of this 

Order, and continuing every six ( 6) months thereafter, unless an annual audit 

is scheduled at the same time, the Respondents shall conduct internal audits of 

reasonable, random samples of Market Publications being disseminated, the 

evidence documenting the basis for such Market Publications, and the related 

communications of the Market Publications Author in order to verify the 

integrity and reliability of the Market Publications. 

c. Annual Audits By Third Pmiy Auditors: Starting one (1) year from the date 

ofthe entry ofthis Order and continuing annually for four (4) additional years 

thereafter, the Respondents shall retain an independent, third-party auditor to 

conduct an audit of the desks brokering products in the markets that are the 

subject of Market Publications, and/or in cash deposit markets related to and 

derivatives markets based on Benchmark Interest Rates in G8 currencies and 

any LIBOR currency, including employees, agents, supervisors and managing 

directors (or similarly situated persons with responsibility for desk 

management or oversight), to ensure they are in compliance with the new 

Policies, Procedures and Controls implemented as a result of these 

Undetiakings, and to confirm the adequate supervision of these desks. The 

annual audits shall include, without limitation, the following: 

1. Reviewing the clients of each desk and of the employees, agents or 

supervisors of the desk to determine the most significant corporate and 

individual clients; 

11. Reviewing communications of employees, agents, and supervisors on 

the desks, as well as managing directors (or similarly situated persons 

with responsibility for desk management or oversight). This review 

shall include the communications between and among employees, 

agents and supervisors on the desks and communications with the most 

significant corporate and individual clients of the desk; 

111. Interviewing the employees, agents and supervisors on the desks, to 

the extent they are still employed by the Respondents; 

tv. Reviewing Market Publications being disseminated, the evidence 

documenting the basis for such Market Publications, and the related 

communications of the Market Publications Author; 

v. Obtaining written verification from the employees, agents and 

supervisors on desks, to the extent they are still employed by the 

Respondents, that their Market Publications were consistent with this 

Order, and the Respondents' Policies, Procedures and Controls; and 

37 
VL Providing a written audit repmi to the Respondents and the 

Commission (with copies addressed to the Commission's Division of 

Enforcement (the "Division")). 

7. Training: The Respondents shall develop training programs for all employees, 

agents and supervisors who are involved in creating and/or disseminating Market 

Publications. Such employees, agents and supervisors shall be provided with 

preliminary training regarding the Policies, Procedures and Controls developed 

pursuant to these Unde1iakings. By no later than October 31, 2014, all 

employees, agents and supervisors in the markets that are the subject of Market 

Publications, and/or in cash deposit markets related to and derivatives markets 

based on Benchmark Interest Rates in G8 currencies and any LIBOR cunency 

shall be fully trained in the application of these Unde1iakings to them, as set fmih 

herein. Thereafter, such training will be provided promptly to employees newly 

assigned to any of the above listed responsibilities, as part of the Respondents' 

regular training programs. The training shall be based upon the individual's 

position and responsibilities, and as appropriate, address the following topics: 

a. The Undertakings set forth herein; 

b. The impropriety of: (1) any attempt to improperly influence the content of and 

alter the views contained in Market Publications or Other Market 

Communications; (2) using Market Publications or Other Market 

Communications improperly for the benefit of any third pmiy's trading 

position; or (3) any attempt to influence or affect any panel bank's 

Submission(s); 

c. The requirement to conduct all business related to Market Publications, and 

certain business related to the markets that are the subject of Market 

Publications, and/or cash deposit markets related to and derivatives markets 

based on Benchmark Interest Rates in G8 currencies and any LIBOR 

currency, on the Respondents' recorded telephone and electronic 

communications systems, and not on personal telephones or other electronic 

devices, as set forth in Section 5.iv. of these Undertakings; 

d. The policies and procedures developed and instituted pursuant to these 

Undertakings; and 

e. The employment and other potential regulatory and criminal consequences if 

employees act unlawfully or improperly in connection with these 

Unde1iakings. 

8. Reports to the Commission: 

a. Compliance with Unde1iakings: Every four (4) months, starting 120 days 

from the entry of this Order, the Respondents shall make interim repmis to the 

38 
Commission, through the Division, explaining its progress towards 

compliance with the Undertakings set forth herein. Within 365 days of the 

entry of this Order, the Respondents shall submit a report to the Commission, 

through the Division, explaining how it has complied with the Undertakings 

set forth herein. The report shall attach copies of and describe the Policies, 

Procedures and Controls that have been designed and implemented to satisfy 

the Undetiakings. The repmi shall contain a celiification from a 

representative of the Respondents' Executive Management, after consultation 

with the Respondents' chief compliance officers, that the Respondents have 

complied with the Undertakings set forth above, and that they have 

established Policies, Procedures and Controls to satisfy the Undertakings set 

forth in this Order; 

b. Compliance with Initial Training: Within two weeks of completing the 

training required in Section 7 of these Undetiakings, the Respondents shall 

provide to the Commission, through the Division, written affirmation that all 

employees, agents and supervisors in the markets that are the subject of 

Market Publications, and/or in cash deposit markets related to and derivatives 

markets based on Benchmark Interest Rates in G8 cull'encies and any LIBOR 

cull'ency have been fully trained in the application of these Undetiakings to 

them; and 

c. Disciplinary and Other Actions: The Respondents shall promptly report to the 

Commission, through the Division, all improper conduct related to any Market 

Publication or the attempted manipulation or manipulation of a Benchmark 

Interest Rate, as well as any disciplinary action, or other law enforcement or 

regulatory action related thereto, unless de minimis or otherwise prohibited by 

applicable laws or regulations. 

9. Cooperation with the Commission: 

a. The Respondents shall cooperate fully and expeditiously with the 

Commission, including the Division, and any other governmental agency in 

this action, and in any investigation, civil litigation, or administrative matter 

related to the subject matter of this action or any current or future Commission 

investigation related thereto. As pati of such cooperation, the Respondents 

agree to the following for a period of five (5) years from the date of the entry 

of this Order, or until all related investigations and litigation are concluded, 

including through the appellate review process, whichever period is longer: 

1. Preserve all records relating to the subject matter of this proceeding, 

including, but not limited to, audio files, electronic mail, other 

documented communications, and trading records; 

n. Comply fully, promptly, completely, and truthfully with all inquiries 

and requests for information or documents; 

39 
111. Provide authentication of documents and other evidentiary material; 

1v. Subject to applicable laws and regulations, provide copies of 

documents within the Respondents' possession, custody or control; 

v. Subject to applicable laws and regulations, the Respondents will make 

their best eff01is to produce any current (as of the time of the request) 

officer, director, employee, or agent ofthe Respondents, regardless of 

the individual's location, and at such location that minimizes 

Commission travel expenditures, to provide assistance at any trial, 

proceeding, or Commission investigation related to the subject matter 

of this proceeding, including, but not limited to, requests for 

testimony, depositions, and/or interviews, and to encourage them to 

testify completely and truthfully in any such proceeding, trial, or 

investigation; and 

v1. Subject to applicable laws and regulations, the Respondents will make 

their best efforts to assist in locating and contacting any prior (as of the 

time of the request) officer, director, employee or agent of the 

Respondents. 

b. The Respondents also agree that they will not undertake any act that would 

limit its ability to cooperate fully with the Commission. Respondents will 

designate an agent located in the United States of America to receive all 

requests for information pursuant to these Undmiakings, and shall provide 

notice regarding the identity of such Agent to the Division upon entry of this 

Order. Should the Respondents seek to change the designated agent to receive 

such requests, notice of such intention shall be given to the Division fomieen 

(14) days before it occurs. Any person designated to receive such request 

shall be located in the United States of America. 

10. Prohibited Or Conflicting Undertakings: 

a. Should the Unde1iakings herein be prohibited by, or be contrary to the 

provisions of any obligations imposed on the Respondents by any presently 

existing, or hereinafter enacted or promulgated laws, regulations and 

regulatory mandates, then the Respondents shall promptly transmit notice to 

the Commission (through the Division) of such prohibition or conflict, and 

shall meet and confer in good faith with the Commission (through the 

Division) to reach an agreement regarding possible modifications to the 

Undetiakings herein sufficient to resolve such inconsistent obligations. In the 

interim, the Respondents will abide by the obligations imposed by the law, 

regulations and regulatory mandates. 

40 
b. Nothing in these Undertakings shall limit, restrict or nanow any obligations 

pursuant to the Act or the Commission's Regulations promulgated thereunder, 

including but not limited to Regulations 1.31 and 1.35, 17 C.F.R. §§ 1.31 and 

1.35 (2012), in effect now or in the future. 

11. Public Statements: The Respondents agree that neither they nor any of their 

successors and assigns, agents or employees under its authority or control shall 

take any action or make any public statement denying, directly or indirectly, any 

findings or conclusions in this Order or creating, or tending to create, the 

impression that this Order is without a factual basis; provided, however, that 

nothing in this provision shall affect the Respondents' (i) testimonial obligations, 

or (ii) right to take legal positions in other proceedings to which the Commission 

is not a party. The Respondents and their successors and assigns shall undertake 

all steps necessary to ensure that all of its agents and/or employees under its 

authority or control understand and comply with this agreement. 

The provisions of this Order shall be effective as of this date. 

By the Commission. 

Melissa D. Jurgens 

Secretary of the Commission 

Commodity Futures Trading Commission 

Dated: May 15, 2014 

41