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

provider on behalf of Tera, within or outside of the jurisdiction of the United States,
Issued in Washington, D.C. on this 26th day of May, 2016,

By the Commission

Beth |. Deb Ab.

Christopher J* Kirkpatrick
Secretary of the Commission



UNITED STATES OF AMERICA
Before the
COMMODITY FUTURES TRADING COMMISSION

In the Matter of the Application of
TeraExchange LLC for
Registration as a Swap Execution Facility

ORDER OF REGISTRATION

TeraExchange LLC (“Tera”) has submitted to the Commodity Futures Trading
Commission (“Commission” or “CFTC”), pursuant to Section 5h of the Commodity Exchange
Act (“Act”), 7 U.S.C. § 7b-3, and Commission Regulation 37.3(b), 17 C.F.R. § 37.3(b), an
application for registration as a swap execution facility, which includes submissions dated

September 30, 2013 through April 20, 2016.

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

(1) Tera shall comply with all representations and submissions made by Tera in
support of its application for 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, provided that: |

(a) In lieu of complying with the specific requirements of Commission

Regulations 37.9(a)(2) and 37.203(a) that are addressed in CFTC Letter No. 15-24, Tera

shall comply with the terms and conditions of CFTC Letter No. 15-24, for the duration

set forth therein;
(b) In lieu of complying with the specific requirements of Commission

Regulations 37.6(b), 37.1000, 37.1001, 45.2(a) and 45.3(a) that are addressed in CFTC

Letter No. 16-25, Tera shall comply with the terms and conditions of CFTC Letter No.

16-25, for the duration set forth therein;

(c) In lieu of complying with the specific requirements of Commission

Regulation 43.2 that are addressed in CFTC Letter No. 15-60, Tera shall comply with the

terms and conditions of CFTC Letter No. 15-60, for the duration set forth therein;

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

{e) When any form of voice functionality is used in the process of
communicating or executing swap transactions on or pursuant to the rules of Tera, in lieu
of conducting surveillance of the audit trail data for such transactions in accordance with

the electronic analysis capability requirements of Commission Regulation 37.205(b)(3),



Tera shall conduct such surveillance in accordance with the terms and conditions of the
voice audit trail surveillance program that Tera has implemented, and has undertaken to
continue to implement, in connection with its application for registration as a swap
execution facility, as shown in the application record. Tera shall conform such voice
audit trail surveillance program to comply with (i) any written request by Commission

staff, and (ii) any amendment to, or other modification of, the requirements of

Commission Regulation 37.205(b)(3), as they pertain to the surveillance of audit trail
data for swap transactions that are communicated or executed using voice functionality.
Subject to any such amendment to, or modification of, the requirements of Commission
Regulation 37.205(b)(3), each annual compliance report that is required to be prepared
for Tera pursuant to Commission Regulation 37.1501(e), and submitted to the |
Commission pursuant to Commission Regulation 37.1501(f), shall include a description
of the efforts made by Tera, during the time period covered by the report, to pursue
technology that would enable the surveillance of audit trail data, for swap transactions
that are communicated or executed using voice functionality, to be conducted in
accordance with the electronic analysis capability requirements of Commission

Regulation 37.205(b)(3); and