UNITED STATES OF AMERICA 

Before the 

COMMODITY FUTURES TRADING COMMISSION 

___________________________________ 

In the Matter of the Application of 

TeraExchange, LLC for a 

Reinstatement of Registration as a 

Swap Execution Facility 

___________________________________ 

ORDER OF REINSTATEMENT OF SEF REGISTRATION 

TeraExchange, LLC (“Tera”), a Delaware corporation and wholly owned subsidiary of 

Tera Group, Inc., headquartered in Wall Township, New Jersey, submitted to the Commodity 

Futures Trading Commission (“Commission”), pursuant to Section 5h of the Commodity 

Exchange Act (“Act”), 7 U.S.C. § 7b-3 and Commission Regulations 37.3(b) and 37.3(d), 17 

C.F.R. §§ 37.3(b) and 37.3(d), an application for reinstatement of Tera’s swap execution facility 

registration which includes submissions dated January 13, 2022 through October 13, 2022. 

WHEREAS Tera represents that all documents and information provided in support of its 

Request for Reinstatement of SEF Registration have been updated, or otherwise remain 

unchanged from their 2016 submission to the Commission, including its trading system and 

regulatory compliance program; 

WHEREAS Tera represents that it will meet all the requirements for swap execution 

facility registration under Section 5(h) of the Act, comply with all core principles applicable to 

swap execution facilities under Section 5(h) of the Act and the Commission’s regulations 

thereunder and remain subject to and compliant with all provisions of the Act and the 

Commission’s regulations applicable to swap execution facilities; 
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WHEREAS Commission staff reviewed and analyzed Tera’s application for 

reinstatement of its swap execution facility registration, including Tera’s rules and all 

amendments thereto and representations made by Tera. 

Based on the foregoing, the Commission FINDS that, as required by Section 5h of the 

Act, 7 U.S.C. § 7b-3, and Commission Regulations 37.3(b) and 37.3(d), 17 C.F.R. §§ 37.3(b) 

and 37.3(d), Tera’s reinstatement application, subject to the conditions set forth below, has 

demonstrated compliance with the Act and the Commission’s regulations applicable to swap 

execution facilities; 

Therefore: 

IT IS HEREBY ORDERED that, pursuant to Section 5h of the Act, 7 U.S.C. § 7b-3, and 

Commission Regulation 37.3(b)(6)(i), 17 C.F.R. § 37.3(b)(6)(i), the application of Tera for a 

reinstatement of registration as a swap execution facility is approved, based on Tera’s 

representations to the Commission in its reinstatement application, as shown in the application 

record, and subject to the following terms and conditions: 

(1) Tera shall comply with all representations and submissions made by Tera in support 

of its application for reinstatement of registration as a swap execution facility, as shown 

in the application record; 

(2) Tera shall comply with all provisions of the Act and all requirements set forth in the 

Commission’s regulations, as may be amended or adopted from time to time, that are 

applicable to swap execution facilities; 

(3) When Tera issues a confirmation pursuant to Commission regulation 37.6(b), 17 

C.F.R. § 37.6(b), which incorporates by reference terms from previously-negotiated 

freestanding agreements between the counterparties, in lieu of obtaining such agreements 
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prior to execution, as required under Commission regulation 37.6(b), 17 C.F.R. § 37.6(b), 

and maintaining a copy of such agreements, as required under Commission regulations 

37.1000, 37.1001 and 45.2(a), 17 C.F.R. § 37.6(b), 17 C.F.R. §§ 37.1000, 37.1001 and 

45.2(a), Tera shall comply with the following conditions: 

(i) Tera must have a rule in its rulebook requiring its confirmation to state, where 

applicable, that it incorporates by reference the terms of the underlying 

previously-negotiated freestanding agreements between the counterparties; 

(ii) Tera must have a rule in its rulebook stating that in the event of any 

inconsistency between a Tera confirmation and the underlying previouslynegotiated freestanding agreements, the terms of the Tera confirmation legally 

supersede any contradictory terms and Tera must also have a rule requiring Tera’s 

confirmations to state the same; 

(iii) Tera must have a rule in its rulebook requiring its participants to provide 

copies of the underlying previously-negotiated freestanding agreements to Tera 

upon request; and 

(iv) Tera must have a rule in its rulebook requiring Tera to request from 

participants the underlying previously-negotiated freestanding agreements upon 

request from the Commission, and requiring Tera to furnish such documents to 

the Commission as soon as they are available. 

This condition (3) shall expire on the effective date, or compliance date if later, of any changes 

to Commission regulation 37.6(b), 17 C.F.R. § 37.6(b). 

IT IS FINALLY ORDERED that this approval of reinstatement of swap execution 

facility registration and Order of Reinstatement of SEF Registration is based upon the