CHICAGO MERCANTILE EXCHANGE INC.
CLEARING HOUSE OVERSIGHT COMMITTEE
CHARTER1I.

PurposeThe Clearing House Oversight Committee (the “Committee”) is a Committee of the Board of Directors(“Board”) of Chicago Mercantile Exchange Inc. (“CME”). The purpose of the Committee is to provide
oversight of the risk management activities and the senior management of the Clearing House, including
oversight with respect to the effectiveness of the risk management program, but excluding operationalrisks as overseen by the Risk Committee.
In fulfilling its responsibilities, the Committee shall prioritize the safety and efficiency of the Clearing
House, generally support the stability of the broader financial system and consider legitimate interests ofclearing members and customers of clearing members at all times in accordance with prudent risk
management standards (including systemic risk mitigation) and best practices in the industry.
II.

Membership & Organization
The members of the Committee and its Chairperson shall be appointed in accordance with theprovisions of the Company's Corporate Governance Principles; provided, however, the Chair may
not be a Clearing Risk Committee Member (as defined below).

The Committee shall be comprised of at least six (6) or more non-executive directors and shall
include the members of the Board who serve as chairperson(s) or as members on the Clearing
House Risk Committee and/or the Interest Rate Swaps Risk Committee (the “Clearing RiskCommittee Members”); provided, however the number of other non-executive directors must beequal to or exceed the number of Clearing Risk Committee Members.

III.

Engagement of Outside Advisors

IV.

The Committee shall have the resources and authority appropriate to discharge its duties andresponsibilities, including the authority to engage independent professional advisors, as it deems
appropriate, and may direct the proper officers of CME to pay the reasonable fees and expensesof any such advisor.
Committee Meetings, Tasks and Authority

General

The Committee shall meet as often as the Chairperson determines necessary to carry out its
duties and responsibilities but no less frequently than quarterly and keep minutes of its
proceedings.

The Chairperson shall schedule all meetings of the Committee and provide the Committee with awritten agenda, as appropriate. A quorum of the Committee shall be a majority of the appointed
members of the Committee. A motion shall pass upon approval from a majority of the memberspresent; provided, however, that at least one of the Committee members who is not a Clearing
Risk Committee Member must have voted in favor of the motion. The Committee may ask
members of management or others to attend the meeting and provide information orrecommendations, as necessary.

The Committee shall perform its responsibilities in accordance with this Charter and applicableregulatory requirements.

1The terms “significant” and “substantive” have the meanings ascribed to them in Appendix D to theCommitment and Signing Authority Policy.
1

Amendments to the Clearing House’s rules that do not have a significant impact to the Clearing
House’s risk profile, as discussed below, may be submitted to the Committee for approval byelectronic polling and shall be considered approved upon receipt of approval from all members ofthe Committee.

Responsibilities
Clearing House Risk


The Committee shall consult on and approve all matters that could have a significant impact on
the risk profile of the Clearing House and recommend such matters to the Board for approval.

The Committee shall consider and document its response to risk-based input provided by theClearing House Risk Committee and Interest Rate Swaps Risk Committee.

The Committee shall review the adequacy of the financial safeguards for the Clearing House,
including receiving regular risk reports from Clearing House management which provide
information on the effectiveness of its risk management program, and shall approve all
substantive changes and recommend to the Board any changes to the extent such changes
would have a significant impact on the Clearing House’s risk profile. The Committee shall review
the sizing computation of the guaranty fund at least on an annual basis.

The Committee shall review and approve substantive changes to the performance bond policies
for the Clearing House.

The Committee shall review and approve all substantive amendments to the Rulebooks forChicago Mercantile Exchange Inc., Board of Trade of the City of Chicago, Inc., New York
Mercantile Exchange, Inc. and Commodity Exchange, Inc. (collectively referred to as the“Exchanges”) impacting the Clearing House Division and recommend to the Board any changes
to the extent such changes would have a significant impact on the Clearing House’s risk profile.

The Committee shall review and approve any new products that significantly impact the risk
profile of the Clearing House and refer such products to the Board for approval.

The Committee shall review and approve any changes to core processes and core systems for
the Clearing House that significantly impact the risk profile of the Clearing House and refer suchchanges to the Board for approval.

Oversight of the Risk Management Framework (“RMF”), including annual review and approvaland review and approval of substantive changes thereto. The Committee will annually submit arecommendation to the Board to approve the RMF. The Committee will submit a recommendation
to the Board for changes to the RMF to the extent such changes would have a significant impact
on the Clearing House’s risk profile.

Oversight of the Liquidity Risk Management Framework (“LRMF”), including annual review andapproval and review and approval of substantive changes thereto. The Committee will annuallysubmit a recommendation to the Board to approve the LRMF. The Committee will submit arecommendation to the Board for changes to the LRMF to the extent such changes would have asignificant impact on the Clearing House’s risk profile.

Oversight of the Credit Risk Management Assessment Methodology, including annual review andapproval and review and approval of substantive changes thereto.

Oversight of the Counterparty Exposure Methodology, including annual review and approval andreview and approval of substantive changes thereto.

Oversight of the Model Validation Framework (“MVF”), including annual review and approval andreview and approval of substantive changes thereto.

Oversight of the Collateral Policy, including annual review and approval and review and approvalof substantive changes thereto.
2Oversight of the Credit Policy, including annual review and approval and review and approval of
substantive changes thereto.

Oversight of the CME Clearing Investment Policy (the “Investment Policy”), including annualreview and approval and review and approval of substantive changes thereto. The Committee
will annually report to the Board on its review of the Investment Policy and a copy of the policy
shall be provided to the Board.

Oversight of the Clearing House Recovery & Wind Down Plan (the “Plan”), including annual
review and approval and review and approval of substantive changes thereto. The Committee
will annually submit a recommendation to the Board to approve the Plan. The Committee willsubmit a recommendation to the Board for changes to the Plan to the extent such changes would
have a significant impact on the Clearing House’s risk profile.

Reviewing the results of independent validations of risk models and recommended actions andoverseeing the remediation plan, if any is required.

Approving any Clearing House liquidity facility, including any analysis regarding the size of thefacility, and recommending its approval to the Board as required.

Approving all new financial institutions to perform the functions of a settlement bank, a collateralcustodian, a cash depository institution or an investment counterparty for the Clearing House.

Reviewing the annual written report from Clearing House Management regarding the risk
management activities of the Clearing House and recommend that such report be provided to thefull Board.

Reviewing proposed changes to the Charters for the Clearing House Risk Committee and theInterest Rate Swaps Risk Committee and recommending their approval to the Board.

Reviewing the sections of the quarterly Enterprise Risk Profile Report relevant to Clearing HouseEnterprise Risk.

Providing guidance on the appropriate matters related to the Clearing House to be presented tothe Board.

Clearing Membership
Approve all applications for Clearing Membership and all changes in Clearing Member corporate
organization and structure, in accordance with Exchanges’ Rulebooks.

Approve all substantive changes to the Clearing Membership requirements and substantive newtypes of clearing membership.

Clearing House Succession Planning and Reporting Lines

At least annually, meet with the management of the Clearing House, including the Sr MD Global
Head of Clearing & Post-Trade Svcs, to review and make recommendations with respect tosuccession planning and management development for the roles of Sr MD Global Head ofClearing & Post-Trade Svcs, the Chief Risk Officer of the Clearing House and the Chief
Compliance Officer of the Clearing House and to identify high performers as potential successors.

Recommend to the Board for its approval the individuals to serve in the roles of Sr MD Global
Head of Clearing & Post-Trade Svcs and Chief Risk Officer of the Clearing House.

The Chief Risk Officer of the Clearing House, the Chief Compliance Officer of the Clearing
House, and the Enterprise Risk Officer of the Clearing House shall have indirect reporting lines tothe Committee to ensure the effectiveness and independence of such functions, which will
include periodic meetings in executive session, review of their performance evaluations andcompensation and review of their budget and staffing.

3General

V.

The Committee will undertake the specific responsibilities listed in this Charter and suchother matters as contemplated by the Exchanges’ Rulebooks or as the Board may fromtime to time prescribe.
Reporting Activities



The Committee Chairperson or his delegate, on behalf of the Committee, shall make verbal
reports to the Board on recent activities of the Committee, including any overview of any
significant items.

The Committee shall prepare and adopt a written annual report to the Board summarizing the key
activities, conclusions and recommendations of the Committee during the previous year.

The Committee shall reassess the adequacy of this Charter no less frequently than annually andsubmit any recommended changes to the full Board for approval.

The Committee shall evaluate its performance on an annual basis and establish criteria for suchevaluation. The Committee shall report to the Board regarding the results of its evaluation andprovide copies of written evaluations, if any, to the full Board.

Approved by the Clearing House Oversight Committee: April 3, 2024
Approved by the Board of Directors: May 8, 2024
Originally Adopted May 20164