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Exhibit P

Description of Disciplinary and Enforcement Protocols, Tools, and Procedures, and

Arrangements for Arbitration

General. Rule 801 describes Tera’s general disciplinary policy. All Participants, Authorized 

Traders, Supervised Persons, Account Holders or Customers of Participants, Clearing Firms, Executing 

Firms, and any other Person using the Trader ID or login credentials linked to a Participant, shall be subject 

to Tera's jurisdiction. All Participants are subject to this Chapter 8 if they, or with respect to a Participant, 

any other Person using any Trader ID and/or login credentials linked to the Participant, are alleged to have 

violated, to have aided and abetted a violation, to be violating, or to be about to violate, any Tera Rule or 

any provision of Applicable Law for which Tera possesses disciplinary jurisdiction.

Tera, through the Compliance Department, the Disciplinary Panels and the Appeals Panel, will 

conduct inquiries, investigations, disciplinary proceedings, summary impositions of fines, summary 

suspensions or other summary actions in accordance with Chapter 8 of the Rulebook.

No Director will interfere with or attempt to influence the process or resolution of any inquiry, 

investigation, disciplinary proceeding and summary imposition of fines, summary suspension or other 

summary action, except to the extent provided under the Tera Rules with respect to a proceeding in which 

the Director is a member of the relevant panel.

Any Participant may be represented by counsel during any inquiry, investigation, disciplinary 

proceeding, summary imposition of fines, summary suspension or other summary actions pursuant to 

Chapter 8 of the Rulebook.

Pursuant to Chapter 8 of the Rulebook, Tera may hold a Participant liable for, and impose sanctions 

against him or her, for such Participant's own acts and omissions that constitute a violation as well as or for 

the acts and omissions of any other agent or representative of each Authorized Trader of such Participant, 

other Supervised Person of such Participant, other Person using the Trader ID or login credentials linked to 

the Participant, or other agent or representative of such Participant, that constitute a violation as if such 

violation were that of the Participant.

Pursuant to Chapter 8 of the Rulebook, Tera may review an appeal by any applicant of Tera's 

decision to deny or otherwise limit Trading Privileges of such applicant pursuant to the Tera Rules; 

provided, however, that any such decision by Tera to deny or otherwise limit applicant's Trading Privileges 

shall continue in effect during such review.

A Person subject to a disciplinary proceeding (and any counsel or representative of such Person) 

and the Compliance Department and/or the Review Panel (and any counsel or representative of the 

Compliance Department including any Regulatory Service Provider and Review Panel) shall not knowingly 

make or cause to be made an ex parte communication relevant to the merits of a disciplinary proceeding to 

any member of the Hearing Panel hearing such proceeding. Members of a Hearing Panel shall not 

knowingly make or cause to be made an ex parte communication relevant to the merits of a disciplinary 

proceeding to any Person subject to such proceeding (and any counsel or representative of such Person) 

and the Compliance Department (and any counsel or representative of the Compliance Department) or the 

Review Panel (and any counsel or representative of the Review Panel). Any Person who receives, makes 

or learns of any communication which is prohibited by this rule shall promptly give notice of such 

communication and any response thereto to the Compliance Department and all parties to the proceeding 
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to which the communication relates. A Person shall not be deemed to have violated this rule if the Person 

refuses an attempted communication concerning the merits of a proceeding as soon as it becomes apparent 

the communication concerns the merits.

Inquiries and Investigations. Rule 802 outlines policies for inquiries and investigations. The 

Compliance Department will investigate any matter within Tera's disciplinary jurisdiction of which it 

becomes aware. The Compliance Department will determine the nature and scope of its inquiries and 

investigations within its sole discretion and will function independently of any commercial interests of Tera. 

The Compliance Department's investigation must be completed within 12 months of the date when the 

Compliance Department commenced its investigation unless there are mitigating factors that may 

reasonably justify an investigation taking longer than 12 months, including without limitation the 

complexity of the investigation, the number of Participants or individuals involved as potential wrongdoers, 

the number of potential violations to be investigated, and the volume of documents and data to be examined 

and analyzed by the Compliance Department.

The Compliance Department has the authority to: (i) initiate and conduct inquiries and 

investigations; (ii) prepare investigative reports and make recommendations concerning initiating 

disciplinary proceedings; (iii) prosecute alleged violations within Tera's disciplinary jurisdiction; and (iv) 

represent Tera on summary imposition of fines, summary suspension or other summary action.

Each Person subject to Tera’s jurisdiction is obligated, upon reasonable notice, to appear and testify 

and respond in Writing to interrogatories within the time period required by the Compliance Department in 

connection with any Tera Rule, inquiry or investigation, or any preparation by and presentation during a 

disciplinary proceeding, summary imposition of fines, summary suspension or other summary action by 

Tera.

Each Person subject to Tera’s jurisdiction is obligated, upon reasonable notice, to produce 

books, records, papers, documents or other tangible evidence in its, his or her possession, custody or 

control within the time period required by the Compliance Department in connection with any Tera 

Rule, inquiry or investigation, or any preparation by and presentation during a disciplinary proceeding, 

summary imposition of fines, summary suspension or other summary action by Tera.

Each Person subject to Tera’s jurisdiction may not impede or delay any inquiry, investigation, 

disciplinary proceeding, summary imposition of fines, summary suspension or other summary action.

Reports of Investigations. Rule 803 describes how Tera reports investigations. The Compliance 

Department will maintain a log of all investigations and their disposition. The Compliance Department 

will prepare a Written report of each investigation, regardless of whether the evidence gathered during any 

inquiry or investigation forms a reasonable basis to believe that a violation within Tera's jurisdiction has 

occurred or is about to occur or whether the evidence gathered results in closing the matter without further 

action or through summary action.

Any Written report of investigation will include the reasons for initiating the investigation (including 

a summary of the complaint, if any), all relevant facts and evidence gathered, staff analysis, conclusions 

and the recommendation of the Compliance Department. The report must also include the Participant's 

disciplinary history at Tera, including copies of the warning letters. For each potential respondent, the 

Compliance Department will recommend either: (i) closing the investigation without further action; (ii) 

summary action; (iii) resolving the investigation through an informal disposition, including the issuance of 

a warning letter; or (iv) initiating disciplinary proceedings. 
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An informal disposition (including the issuance of a warning letter) will not constitute a finding of 

a violation or a sanction.

Responding to Investigatory Reports. Participants may respond to an investigatory report pursuant 

to Rule 804. After completing its investigation report, the Compliance Department may, upon approval of 

the Chief Compliance Officer, notify each potential respondent that the Compliance Department has 

recommended formal disciplinary charges against the potential respondent.

The Compliance Department may allow a potential respondent to propose a settlement of the matter 

or to submit a Written statement explaining why a disciplinary proceeding should not be instituted or one 

or more of the potential charges should not be brought. The potential respondent shall submit such Written 

statement within the time limit established by the Compliance Department.

Review of Investigatory Reports. Rule 805 describes the procedure for reviewing investigative 

reports. The Review Panel will review promptly each completed investigation report to determine whether 

a reasonable basis exists for finding that a violation of Tera Rules within Tera's jurisdiction has occurred or 

is about to occur. Within 30 days of receipt of the investigation report, or as soon as commercially 

reasonable, the Review Panel must take subsequent action.

If the Review Panel determines that additional investigation or evidence is needed to decide 

whether a reasonable basis exists to find that a violation of Tera Rules within the Tera's jurisdiction has 

occurred or is about to occur, the Review Panel will promptly direct the Compliance Department to conduct 

further investigation.

The Review Panel shall authorize commencement of disciplinary proceedings if a reasonable basis 

exists to believe that a violation Tera Rules within the Tera's jurisdiction has occurred or is about to occur 

and adjudication is warranted.

The Review Panel shall authorize the informal disposition of the investigation (by issuing a warning 

letter as more fully discussed in Rule 806) if disciplinary proceedings are unwarranted, in which case the 

Review Panel shall provide a Written explanation which must set forth the facts and analysis supporting 

the decision

The Review Panel shall authorize the closing of the investigation without any action if no 

reasonable basis exists to believe that a violation of Tera Rules within the Tera's jurisdiction has occurred 

or is about to occur in which case the Review Panel shall provide a Written explanation including the facts 

and analysis supporting the decision to the Compliance Department.

Warning Letters. Rule 806 describes the procedure for issuing warning letters. Tera authorizes 

compliance staff to issue a warning letter to a person or entity under investigation or to recommend that a 

disciplinary committee take such an action. A warning letter issued in accordance with this Rule is not a 

penalty or an indication that a finding of a violation has been made. A copy of a warning letter issued by 

compliance staff must be included in the investigation report. No more than one warning letter for the same 

potential violation may be issued to the same person or entity during a rolling 12-month period.

Notice of Charges. Rule 807 describes the procedure for preparing a notice of charges. If the 

Review Panel authorizes disciplinary proceedings pursuant to Rule 805(c)(i), the Review Panel will 

prepare, and serve in accordance with Rule 808, a notice of charges.

A notice of charges will: (i) state the acts, practices or conduct that the respondent is alleged to 

have engaged in; (ii) state the Tera Rule or provision of Applicable Law alleged to have been violated or 
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about to be violated; (iii) state the proposed sanctions; (iv) advise the respondent of its right to a hearing; 

(v) state the period of time within which the respondent can request a hearing on the notice of charges, 

which will not be less than 20 days after service of the notice of charges; (vi) advise the respondent that 

any failure to request a hearing within the period stated, except for good cause, will be deemed to constitute 

a waiver of the right to a hearing; (vii) advise the respondent that any allegation in the notice of charges 

that is not expressly denied will be deemed to be admitted; and (viii) advise the respondent of its right to 

be represented by legal counsel or any other representative of its choosing in all succeeding stages of the 

disciplinary process.

Service of Notice of Charges. Rule 808 describes the procedure for the service of notice of charges. 

Any notice of charges or other documents contemplated to be served pursuant to Chapter 8 of the Rulebook 

may be served (and service shall be deemed complete) upon the respondent either personally or by leaving 

the same at his or her place of business, or by tracked delivery via reputable overnight courier, or by deposit 

in the United States mail, postage prepaid, via registered or certified mail addressed to the respondent at 

the address as it appears on the books and records of Tera.

Answering Notice of Charges. Rule 809 describes how a respondent may answer to a notice of 

charges. If the respondent determines to answer a notice of charges, the respondent must file answers 

within 20 days after being served with such notice, or within such other time period determined appropriate 

by the Review Panel.

To answer a notice of charges, the respondent must in Writing: (i) specify the allegations that the 

respondent denies or admits; (ii) specify the allegations that the respondent does not have sufficient 

information to either deny or admit; (iii) specify any specific facts that contradict the notice of charges; (iv) 

specify any affirmative defenses to the notice of charges; and (v) sign and serve the answer on the Review 

Panel.

Any failure by the respondent to timely serve an answer to a notice of charges will be deemed to 

be an admission to the allegations in such notice. Any failure by the respondent to answer one or more 

allegations in a notice of charges will be deemed to be an admission of that allegation or those allegations. 

Any allegation in a notice of charges that the respondent fails to expressly deny will be deemed to be 

admitted. A statement of a lack of sufficient information shall have the effect of a denial of an allegation. 

A general denial by the respondent, without more, will not satisfy the requirements of the preceding 

paragraph. 

Admission or Failure to Deny Charges. Rule 810 describes procedures to be taken in the event a 

respondent admits to the charges against him or fails to deny charges. If respondent admits or fails to deny 

any of the charges, a Hearing Panel may find that the violations alleged in the notice of charges for which 

the respondent admitted or failed to deny any of the charges have been committed. The Hearing Panel must 

then either impose a sanction for each violation found to have been committed or notify the respondent in 

Writing of any sanction to be imposed and advise the respondent that it may request a hearing on such 

sanction within a specified period of time.

If a respondent fails to request a hearing within 20 days as specified in the notice, the respondent 

will be deemed to have accepted the sanction.

Denial of Charges and Right to a Hearing. Rule 811 describes procedures to be taken in the event 

a respondent denies charges. In such case, a respondent is entitled to a hearing on the charge that is denied. 

Except for good cause, the hearing must concern only those charges denied for which a hearing has been 

requested.
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Settlements. Rule 812 describes settlement procedures. A respondent or potential respondent may 

at any time after the investigation report is complete propose in Writing an offer of settlement to anticipated 

or instituted disciplinary proceedings. Any offer of settlement should contain proposed findings and 

sanctions and be signed by the respondent or potential respondent and submitted to the Review Panel. A 

respondent or potential respondent may offer to settle disciplinary proceedings without admitting or 

denying the findings contained in the order of the disciplinary proceedings but must accept the jurisdiction 

of Tera over it and over the subject matter of the proceedings and consent to the entry of the findings and 

sanctions imposed.

If a respondent or potential respondent submits an offer of settlement in accordance with Rule 

812(a), the Compliance Department will forward the offer to the Chief Compliance Officer with a 

recommendation on whether to accept or reject the offer. Any preliminary determination by the Chief 

Compliance Officer to accept the offer shall be submitted for review by the Review Panel. If the Review 

Panel agrees, then the Chief Compliance Officer shall conditionally accept an offer of settlement, without 

alteration unless the respondent agrees, and that the settlement will become final upon the expiration of 20 

days after an order of the disciplinary proceedings consistent with the terms of the offer of settlement is 

served on the respondent.

If an offer of settlement is accepted, the Review Panel must issue a Written decision specifying the 

rule violations it has reason to believe were committed, including the basis or reasons for the panel's 

conclusions, and any sanction to be imposed, which must include full Participant restitution where 

Participant harm is demonstrated. If an offer of settlement is accepted without the agreement of the 

Compliance Department, the decision must adequately support the Review Panel's acceptance of the 

settlement. Where applicable, the decision must also include a statement that the respondent has accepted 

the sanctions imposed without either admitting or denying the rule violations. Further, if the settlement is 

accepted the related order of disciplinary proceedings becomes final, the respondent's submission of the 

offer will be deemed to constitute a waiver of the right to notice, opportunity for a hearing and review under 

the Tera Rules.

If the offer of settlement of a respondent or potential respondent is not accepted by agreement between 

the Chief Compliance Officer and the Review Panel, fails to become final or is withdrawn by the respondent 

or potential respondent, the matter will proceed as if the offer had not been made and the offer and all 

documents relating to it will not become part of the record. Neither a respondent or potential respondent 

nor the Compliance Department may use an unaccepted offer of settlement as an admission or in any other 

manner at a hearing of disciplinary proceedings.

Hearing Panel. Rule 813 describes the formation and composition of the Hearing Panel. A Hearing 

Panel shall be formed to conduct hearings in connection with any disciplinary proceedings. Members shall 

be appointed by the Board upon the recommendation of the Chief Compliance Officer. No member of a 

Hearing Panel may have a Material Conflict of Interest in respect of the proceedings defined in Rule 208(b). 

A respondent may seek to disqualify any individual on the Hearing Panel for the reasons identified 

in Tera Rules or for any other reasonable grounds, by serving Written notice on the Chief Compliance 

Officer within ten days of being notified of the appointment of a Hearing Panel. By not timely filing a 

request for disqualification, the respondent will be deemed to have waived any objection to the composition 

of a Hearing Panel. The President of Tera will decide the merits of any request for disqualification within 

his or her sole discretion. Any such decision will be final and not subject to appeal

Convening Hearings of Disciplinary Proceedings. Rule 814 describes procedures for convening 

hearings of disciplinary proceedings. All disciplinary proceedings (except for summary impositions of fines 

pursuant to Rule 821) will be conducted at a hearing before the Hearing Panel. A hearing will be conducted 
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privately and confidentially. Notwithstanding the confidentiality of hearings, the Hearing Panel may 

appoint an expert to attend any hearing and assist in deliberations if such expert agrees to be subject to an 

appropriate confidentiality agreement.

After reasonable notice to each respondent, the Hearing Panel will promptly convene a hearing to 

conduct the disciplinary proceedings with respect to such respondent. Parties to a disciplinary proceeding 

include each respondent and the Compliance Department.

The chairman of the Hearing Panel may continue, adjourn or otherwise conduct the hearing, as he 

or she may deem appropriate. The chairman of the Hearing Panel will determine all procedural and 

evidentiary matters, including the admissibility and relevance of any evidence proffered. In determining 

procedural and evidentiary matters, the chairman of the Hearing Panel will not be bound by any evidentiary 

or procedural rules or law. Once admitted during the hearing, the Hearing Panel may consider, and attach 

the weight it believes appropriate to, evidence or other materials. 

Except for procedural and evidentiary matters decided by the chairman of the Hearing Panel 

pursuant to Rule 814(c) and Rule 816, unless each respondent otherwise consents, the entire Hearing Panel 

must be present during the entire hearing and any related, deliberations.

Review of Evidence. Rule 815 describes a respondent’s right to review evidence. Prior to the 

commencement of a hearing, each respondent will be given the opportunity to review all books, records, 

documents, papers, transcripts of testimony and other tangible evidence in the possession or under the 

control of Tera that the Compliance Department will use to support the allegations and proposed 

sanctions in the notice of charges or which the chairman of the Hearing Panel deems relevant to the 

disciplinary proceedings. Notwithstanding the foregoing, no respondent will have the right to review, 

and Tera will have no obligation to disclose, any information protected by attorney-client privilege.

If any books, records, documents, papers, transcripts of testimony, or other tangible evidence 

contain information that could adversely affect the competitive position of the Person providing the 

information or if such information might compromise other investigations being conducted by the 

Compliance Department, the Compliance Department may redact, edit or code such information before 

furnishing it to the respondent.

Notwithstanding anything in the preceding paragraph above to the contrary, the Compliance 

Department will not redact, edit or code competitive or investigative information contained in documents 

in a manner that would impair the respondent's ability to defend against the allegations or proposed 

sanctions in the notices of charges. Additionally, the Compliance Department will provide the respondent 

with access to the information and portions of the documents that the Compliance Department intends to 

rely on to support the allegations or proposed sanctions in the notice of charges.

For purposes of Rule 815, information that could adversely affect competitive positions include 

positions in Instruments currently held, trading strategies employed in establishing or liquidating positions, 

the identity of any Participant or Authorized Trader and the personal finances of the Person providing the 

information.

Conducting Hearings of Disciplinary Proceedings Rule 816 describes the policies and procedures 

for conducting hearings of disciplinary proceedings. At a hearing conducted in connection with any 

disciplinary proceedings, the Compliance Department will present its case supporting the allegations and 

proposed sanctions in the notice of charges to the Hearing Panel. If a respondent has timely filed an answer 

to the notice of charges in accordance with Rule 809, the respondent is entitled to attend and participate in 

the hearing.
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At a hearing conducted in connection with any disciplinary proceedings, the Hearing Panel or the 

Compliance Department and each respondent may present evidence and facts determined relevant and 

admissible by the chairman of the Hearing Panel, call and examine witnesses, and cross-examine witnesses 

called by other parties.

Any person within Tera’s jurisdiction who is called as a witness must participate in the hearing and 

produce evidence. Tera will make reasonable efforts to secure the presence of all other persons called as 

witnesses whose testimony would be relevant.

If the respondent fails to file an answer, has filed a general denial, or if any or all of the allegations in 

the notice of charges are not expressly denied in the respondent's answer, the chairman of the Hearing Panel 

may limit evidence concerning any allegations not expressly denied in determining the sanctions to impose. If 

a respondent fails to file an answer but appears at the hearing, the respondent may not participate in the hearing 

(by calling or cross examining witnesses, testifying in defense, presenting evidence concerning the notice of 

charges, or otherwise) unless the Hearing Panel determines that the respondent had a compelling reason for 

failing to timely file an answer. If the Hearing Panel determines that the respondent had a compelling reason 

for failing to timely file an answer, the Hearing Panel will adjourn the hearing and direct the respondent to 

promptly file a Written answer in accordance with Rule 809.

Any Person entitled, or required or called upon, to attend a hearing before a Hearing Panel pursuant 

to Rule 816(b)(ii) will be given reasonable notice, confirmed in Writing, specifying the date, time and place 

of the hearing, and the caption of the disciplinary proceedings. Tera will require all Participants that are 

called as witnesses to appear at the hearing and produce evidence. Tera will make reasonable efforts to 

secure the presence of all other Persons called as witnesses whose testimony would be relevant.

If during any disciplinary proceedings the Hearing Panel determines that a reasonable basis exists 

to believe that the respondent violated or is about to violate a Tera Rule or a provision of Applicable Law 

other than the violations alleged in the notice of charges, the Hearing Panel may consider those apparent 

violations after providing the respondent with an opportunity to answer the additional allegations in 

accordance with Rule 809. In connection with considering apparent violations pursuant to this paragraph, 

the Hearing Panel may request that the Compliance Department provide the Hearing Panel with any 

additional information

The Hearing Panel may summarily impose sanctions on any Participant that impedes or delays the 

progress of a hearing.

Tera may arrange for any hearing conducted in connection with disciplinary proceedings to be 

recorded verbatim, or substantially verbatim, in a manner capable of accurate transcription. If the 

respondent requests a copy of all or portions of the recording of a hearing, the chairman of the Disciplinary 

Panel may within his or her sole discretion order the respondent to pay the costs for transcribing the 

recording of the hearing.

If the respondent has requested a hearing, a record of the hearing will be made and will become a part 

of the record of the proceeding. The record will be one that is capable of being accurately transcribed; 

however, it will not be transcribed unless the decision of the Hearing Panel is appealed pursuant to the Rules 

of Tera, the decision is reviewed by the CFTC pursuant to Section 8(c) of the CEA or Part 9 of the CFTC 

Regulations, or the transcript is requested by the CFTC or the respondent. The cost of transcribing the record 

of the hearing will be borne by the respondent who requests the transcript or whose application for the 

CFTC review of the disciplinary action has been granted. In all other instances, the cost of transcribing the 

record will be borne by Tera.
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No interlocutory appeals of rulings of any Disciplinary Panel or chairman of the Disciplinary Panel 

are permitted.

Sanctions may be summarily imposed upon any person within Tera's jurisdiction whose actions 

impede the progress of a hearing.

Hearing Panel Decision. The Hearing Panel comes to a decision on charges in accordance with the 

procedures in Rule 817. As promptly as reasonable following a hearing, the Hearing Panel will issue an 

order rendering its decision based on the weight of the evidence contained in the record of the disciplinary 

proceedings. A decision by a majority of the Hearing Panel will constitute the decision of the Hearing Panel.

Within thirty days of the final decision of the Hearing Panel Tera will serve a copy of the order of 

the disciplinary proceedings on the respondent and the Compliance Department and provide notice to 

the CFTC. The order will include: (i) the notice of charges or summary of the charges; (ii) the answer, if 

any, or a summary of the answer; (iii) a brief summary of the evidence introduced at the hearing; (iv) 

findings of fact and conclusions concerning each charge, including an explanation of the evidentiary and 

other basis for such findings and conclusions with respect to each charge; (v) the imposition of sanctions, 

if any, and the effective date of each sanction; and (vi) notice of the respondent’s right to appeal pursuant 

to Rule 820.

The order of the disciplinary proceedings will become final upon the expiration of 20 days after 

the order is served on the respondent and a copy thereof is provided to the Compliance Department and the 

CFTC.

Promptly following a hearing conducted in accordance with the Tera Rules, the Hearing Panel shall 

render a written decision based upon the weight of the evidence contained in the record of the proceeding 

and shall provide a copy to the respondent. The decision shall include: (i) the notice of charges or a summary 

of the charges; (ii) the answer, if any, or a summary of the answer; (iii) a summary of the evidence produced 

at the hearing or, where appropriate, incorporation by reference of the investigation report; (iv) a statement 

of findings and conclusions with respect to each charge, and a complete explanation of the evidentiary and 

other basis for such findings and conclusions with respect to each charge; (v) an indication of each specific 

rule that the respondent was found to have violated; and (vi) a declaration of all sanctions imposed against 

the respondent, including the basis for such sanctions and the effective date of such sanctions.

Sanctions. Rule 818 describes the potential sanctions Tera may impose. After notice and 

opportunity for hearing in accordance with the Tera Rules, Tera will impose sanctions if any Participant or 

Person is found to have violated or to have attempted to violate a Tera Rule or provision of Applicable Law 

for which Tera possesses disciplinary jurisdiction. All disciplinary sanctions imposed shall be 

commensurate with the violations committed and shall be clearly sufficient to deter recidivism or similar 

violations by other market participants. All disciplinary sanctions, including sanctions imposed pursuant to 

an accepted settlement offer, shall take into account the respondent’s disciplinary history. In the event of 

demonstrated customer harm, any sanction must also include full customer restitution, except where the 

amount of restitution or to whom it should be provided cannot be reasonably determined. Tera may impose 

one or more of the following sanctions or remedies: (i) censure; (ii) limitation on Trading Privileges or 

other activities, functions or operations; (iii) suspension of Trading Privileges; (iv) fine (subject to the 

following paragraph below); (v) restitution or disgorgement; (vi) termination of Trading Privileges; or (vii) 

any other sanction or remedy deemed to be appropriate.

Tera may impose a fine of up to $100,000, or such other amount Tera determines in its sole 

discretion to be equitable and just under the circumstances, for each violation of a Tera Rule. If a fine or 
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other amount is not paid within 30 days of the date that it becomes payable, then interest will accrue on the 

sum from the date that it became payable at the quoted prime rate plus three percent. Tera has sole discretion 

to select the bank on whose quotations to base the prime rate. Each Participant will be responsible for paying 

any fine or other amount imposed on, but not paid by, any of its Authorized Traders, Supervised Persons, 

or any Participant acting on its behalf.

Costs. Rule 819 describes the procedures for allocating the cost of disciplinary proceedings. 

Regardless of the outcome of any disciplinary proceeding, the Disciplinary Panel may order a respondent 

to pay some or all of the costs associated with the disciplinary proceedings that the Disciplinary Panel 

believes were unnecessarily caused by the respondent. Costs may include costs associated with the inquiry 

or investigation, the prosecution by the Compliance Department, legal and professional assistance, the 

hearing and administrative and other expenses incurred by the Disciplinary Panel.

The Disciplinary Panel may only award costs against Tera if the Panel concludes that Tera has 

behaved in a manifestly unreasonable manner in the commencement or conduct of the disciplinary 

proceedings in question. The Disciplinary Panel must limit any award of costs against Tera to an amount 

that the Panel concludes is reasonable and appropriate, but does not exceed the respondent's costs for external 

legal or other external professional assistance.

The Disciplinary Panel may determine the amounts and allocation of costs in any manner it may 

deem appropriate. Tera or the respondent will pay any costs ordered to be paid by it by the Disciplinary 

Panel within 30 Business Days of written notice of the amount imposed by the Disciplinary Panel.

Right to Appeal. Rule 820 sets forth the appeals process. Each respondent found by the Disciplinary 

Panel to have violated (or, in the case of a Participant, whose Authorized Trader, Supervised Person or 

other Person using its Participant ID was found to have violated) a Rule or who is subject to any summary 

fine imposed pursuant to Rule 821 or any summary action imposed pursuant to Rule 822 may appeal the 

decision within 20 days of receiving the order of the Disciplinary Panel or the notice of summary action, as 

the case may be, by filing a notice of appeal with the Chief Compliance Officer. 

Tera may appeal all or any part of a decision of the Disciplinary Panel, including any sanctions that 

may or may not have been imposed by the Disciplinary Panel, within 20 days of receiving the order of the 

Disciplinary Panel, by filing a notice of appeal with the Chief Compliance Officer. 

While an appeal is pending, the effect of the order of the Disciplinary Panel or the summary action 

(including any sanctions, remedies or costs imposed thereby) shall be suspended. 

The notice of appeal must state in writing the grounds for appeal, including the findings of fact, 

conclusions or sanctions to which the appellant objects. An appellant may appeal the order of the 

Disciplinary Panel or any summary action on the grounds that: (i) the order or summary action was arbitrary, 

capricious, an abuse of discretion, or not in accordance with these Rules; (ii) the order or summary action 

exceeded the authority or jurisdiction of the Disciplinary Panel, the Chief Compliance Officer or Tera; (iii) 

the order or summary action failed to observe required procedures; (iv) the order or summary action was 

unsupported by the facts or evidence; or (v) the sanctions, remedies or costs which were imposed were 

inappropriate or unsupported by the record. 

The Chief Compliance Officer will forward copies of any notice of appeal received by it to all 

parties to the disciplinary proceeding or summary action, as the case may be, except the appellant. On or 

before the 20th day after filing a notice of appeal, the appellant must file with the Chief Compliance Officer 

and serve on Tera a brief supporting the notice of appeal and documents supporting the brief. On or before 

the 20th day after the date on which the appellant serves its’ supporting brief, the appellee must file and 
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serve its brief in opposition. On or before the 10th day after the date on which the appellee serves its brief 

in opposition, the appellant must file and serve on Tera a brief in reply. 

In connection with any appeal, Tera will furnish to the Chief Compliance Officer and to the 

respondent/appellant a transcript of the hearing, any exhibits introduced at the hearing, the notice of appeal 

and briefs filed to support and oppose the appeal. 

No later than 30 days after the last submission filed pursuant to Rule 820, the Chief Compliance 

Officer will appoint an Appeals Panel to consider and determine the appeal. An Appeals Panel shall be 

comprised of three individuals, none of whom shall be a member of the Compliance Department or have 

been a member of any Disciplinary Panel involved in the matters on appeal. No member of an Appeals 

Panel may have a material conflict of interest in respect to the proceedings defined in Rule 208(b).

Within 10 days of being notified of the appointment of the Appeals Panel, an appellant or appellee 

may seek to disqualify any individual named to the Appeals Panel for the reasons identified in these Rules, 

by serving written notice on the Chief Compliance Officer. By not timely filing a request for 

disqualification, the appellant or appellee will be deemed to have waived any objection to the composition 

of the Appeals Panel. The Chief Compliance Officer will decide the merits of any request for 

disqualification within his or her sole discretion. Any such decision will be final and not subject to appeal. 

The Appeals Panel may hold a hearing to allow parties to present oral arguments. Any hearing will 

be conducted privately and confidentially. Notwithstanding the confidentiality of hearings, the Appeals 

Panel may appoint an expert to attend any hearing and assist in the deliberations if such individual(s) agree 

to be subject to appropriate confidentiality agreements. In determining procedural and evidentiary matters, 

the Appeals Panel will not be bound by evidentiary or procedural rules or law. 

The Appeals Panel will only consider on appeal the record before the Disciplinary Panel or, in the 

case of a summary action, the record considered by the Chief Compliance Officer, the notice of appeal, the 

briefs filed in support and opposition of the appeal, and any oral arguments of the parties. The Appeals 

Panel may only consider new evidence when the Appeals Panel is satisfied that good cause exists for why 

the evidence was not introduced during the disciplinary proceeding or when imposing the summary action. 

After completing its review, the Appeals Panel may affirm, modify or reverse any order of the 

Disciplinary Panel or summary action under appeal, in whole or in part, including increasing, decreasing 

or eliminating any sanction or remedy imposed, imposing any other sanction or remedy authorized by these 

Rules, or remanding the matter to the same or a different Disciplinary Panel for further disciplinary 

proceedings or for reconsideration by the Chief Compliance Officer in the case of summary action. The 

Appeals Panel may order a new hearing for good cause or if the Appeals Panel deems it appropriate. 

As promptly as reasonably possible following its review, the Appeals Panel will issue a written 

decision on appeal rendering its decision base d on the preponderance of the evidence before the Appeals 

Panel. The decision of the Appeals Panel will include a statement of findings of fact and conclusions for 

each finding, sanction, remedy and cost reviewed on appeal, including each specific Rule and provision of 

Applicable Law that the respondent is found to have violated, if any, and the imposition of sanctions, 

remedies and costs, if any, and the effective date of each sanction, remedy or cost. 

The Appeals Panel’s written order on appeal (including findings of fact and conclusions and the 

imposition of sanctions, remedies and costs, and the effective date of any sanction, remedy cost) will be the 

final action of Tera and will not be subject to appeal within Tera.

Summary Imposition of Fines Rule 821 describes the procedure for the summary imposition of 

fines. The Chief Compliance Officer may summarily impose a fine against a Participant for failing to make 
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timely payments of original or variation margin, fees, cost, charges or fines to Tera, failing to make timely 

and accurate submissions to Tera of notices, reports or other information required by the Tera Rules, or 

failing to keep any books and records required by the Tera Rules.

The Compliance Department, within thirty days of a decision to summarily impose a fine against a 

Participant and acting on behalf of the Chief Compliance Officer, will provide Written notice of any fine 

imposed pursuant to Rule 821 to each Participant subject thereto. The notice will specify the violations of 

the Tera Rules for which the fine is being imposed, the date of the violation for which the fine is being 

imposed, and the amount of the fine. 

Within 20 days of serving the notice of fine, the Participant must either pay or cause the payment 

of the fine. The fine will become final upon the expiration of 20 days after the notice of fine is served on 

the Participant.

Tera will set the amount of any fines imposed pursuant to this Rule 821, with the maximum fine for 

each violation not to exceed $5,000. Summary imposition of fines pursuant to this Rule 821 will not 

preclude Tera from bringing any other action against the Participant.

Summary Suspension and Other Summary Actions. Rule 822 describes the procedure for summary 

suspensions and other summary actions. Notwithstanding anything in the Tera Rules to the contrary, the 

Chief Compliance Officer may, after consultation with the Regulatory Oversight Committee, if practicable, 

summarily suspend, revoke, limit, condition, restrict or qualify the Trading Privileges of a Participant, and 

may take other summary action against any Participant in accordance with the Tera Rules; provided, 

however, that the Chief Compliance Officer must reasonably believe that the business, conduct or activities 

of the Participant in question is not in the best interests of Tera or the marketplace, including based on any 

of the following: (i) statutory disqualification from registration as provided in CEA Section 8a(2) or (3); 

(ii) non-payment of fees, costs, charges, fines or arbitration awards; or (iii) the reasonable belief that 

immediate action is necessary to protect the public or the best interests of Tera.

Whenever practicable, the Compliance Department, acting on behalf of the Chief Compliance 

Officer, shall provide prior Written notice to the party against whom any action in accordance with the 

preceding paragraph shall be taken. If prior notice is not practicable, Tera will give notice at the earliest 

possible opportunity to the respondent against whom the action is brought. The Compliance Department, 

acting on behalf of the Chief Compliance Officer, will prepare a notice of summary action (which will state 

the action, the reasons for the action, and the effective time, date and duration of the action) and serve the 

notice on such party.

The summary action will become final upon the expiration of 20 days after the notice of action is 

served on the respondent.

At the request of Tera, a respondent against whom a summary action is brought pursuant to Rule 

822 must provide books and records over which the respondent has access or control and must furnish 

information to, or appear or testify before, Tera or the in connection with the enforcement of any Tera Rule.

Rights and Responsibilities after Suspension or Termination. Rule 823 describes the rights and 

responsibilities after suspension or termination. When the Trading Privileges of a Participant are suspended, 

any such suspension will not affect the rights of creditors under the Tera Rules or relieve the Participant in 

question of its Obligations under the Tera Rules incurred before the suspension, or to pay any SEF fees, 

costs, or charges incurred during the suspension. Tera may discipline a suspended Participant under Chapter 

8 of its Rulebook for any violation of a Tera Rule or provision of Applicable Law committed by the 

Participant before, during or after the suspension.
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When the Trading Privileges of a Participant are terminated, all of its rights and Trading Privileges 

will terminate, except for the right of the Participant in question to assert claims against others, as provided 

in the Tera Rules. Any such termination will not affect the rights of creditors under the Tera Rules. A 

terminated Participant may only seek to reinstate its Trading Privileges by applying for Trading Privileges 

pursuant to Rule 302. Tera will not consider the application of a terminated Participant if such Participant 

continues to fail to appear at disciplinary proceedings without good cause or continues to impede the 

progress of disciplinary proceedings.

A suspended or terminated Participant remains subject to the Tera Rules and the jurisdiction of 

Tera for acts and omissions prior to the suspension of termination, and must cooperate in any inquiry, 

investigation, disciplinary proceeding, summary suspension or other summary action as if the suspended or 

terminated Participant still had Trading Privileges.

In the event of the suspension or revocation of the Trading Privileges of a Participant, Tera shall 

seek to facilitate the transfer of any Accounts held by such Participant to other Participants with Trading 

Privileges.

Notice to the Public. Rule 824 describes the procedures for notifying the public of disciplinary 

proceedings. Tera will provide Written notice of disciplinary proceedings to the parties consistent with 

applicable CFTC Regulations. Whenever Tera suspends, expels, fines or otherwise disciplines, or denies 

any Person access, to Tera, Tera will make the disclosures required by CFTC Regulations, including the 

public posting, for five consecutive business days, of a notice containing the identity of the party against 

whom action was taken; a statement of the reasons for taking the action and the Rules which have been 

violated; a statement of the conclusions and findings made with regard to each Rule violation; the terms of 

the disciplinary action; and, the effective date of the actions taken. Thereafter, Tera will maintain and make 

available for public inspection a record of the information contained in the disciplinary action notice.

Arbitration. Rule 908 describes the alternate dispute resolution policies and procedures. Any 

dispute between Tera and a Participant arising from or in connection with the Tera Rules or use of Tera 

must be brought to arbitration pursuant to subsection (c) of Rule 908 within one (1) year from the occurrence 

of the event giving rise to the dispute. Rule 908 shall in no way create a cause of action nor authorize an 

action that would otherwise be prohibited by the Tera Rules.

Any dispute between Tera and a Participant arising from or in connection with the Tera Rules will 

be settled through arbitration conducted by JAMS in the JAMS office located in New York, New York, and 

pursuant to the JAMS Commercial Arbitration Rules.

Any failure on the Part of the Participant to arbitrate a case subject to arbitration, or the 

commencement by any such Participant of a suit in any court prior to arbitrating a case subject to arbitration, 

violates Tera’s Rules and subjects such Participant to disciplinary proceedings pursuant to Chapter 8. 

In the event that Rule 908 is held to be unenforceable in connection with any dispute or a claim is 

deemed by a court of competent jurisdiction to be not arbitrable: (i) exclusive jurisdiction for any such 

dispute will reside in any state or federal court sitting in New York County, New York, (ii) Tera and the 

Participant involved in the dispute will be presumed to have submitted to the personal jurisdiction of any 

such court; (iii) an action to enforce any judgment or decision of such court may be brought in the same 

court or in any other court with jurisdiction or venue; and (iv) all Participants unconditionally and 

irrevocably waive any and all right to trial by jury in connection with any such dispute.