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204. Participation Committee

(a) Not later than the compliance date of the CFTC Regulations applicable to the Company’s 

governance as a SEF, the Board shall designate certain of its members to serve as the 

Participation Committee which shall: 

(i) determine the standards and requirements for initial and continuing eligibility for 

being a Participant; 

(ii) review appeals of initial denials of Participant applications; and

(iii) review for approval any new Rules or the amendment or repeal of existing Rules 

that may result in different categories of Participants receiving disparate access 

to the SEF. 

(b) At all times following the compliance date of the CFTC Regulations applicable to the 

Company’s governance as a SEF, the Participation Committee shall include no fewer than 

the minimum number or percentage of Public Directors required by such CFTC 

Regulations. If required by CFTC Regulations, one of the Public Directors shall serve as 

the chair of the Participation Committee. 

(c) In reviewing appeals of initial denials of Participant applications, the Participation 

Committee shall not uphold any denial if the relevant application meets the standards and 

requirements that the Participation Committee has established. 

(d) The Participation Committee shall not, and shall not permit the Company to, restrict 

access or impose burdens on access to the SEF in a discriminatory manner, within each 

category or class of Participants or between similarly situated categories or classes of 

Participants.

205. Regulatory Oversight Committee

(a) The Board shall designate certain of its members to serve as the Regulatory Oversight

Committee which shall: 

(i) oversee the Company’s regulatory program, including trade practice and market 

surveillance; audits, examinations, and other regulatory responsibilities with 

respect to Participants and their Authorized Users (including ensuring compliance 

with any financial integrity, financial reporting, sales practice, recordkeeping, and 

other requirements); and the conduct of investigations;

(ii) monitor the Company’s regulatory program for sufficiency, effectiveness and 

independence;

(iii) review the size and allocation of the regulatory budget and resources, and the 

number, hiring and termination, and compensation of regulatory personnel;

(iv) review the performance of the Chief Compliance Officer and make 

recommendations with respect to such performance to the Board; 

(v) prepare and present to the Board annually a written report (or oral report, provided 

the report is memorialized in Board minutes), which may include topics such as 

(1) the Company’s self-regulatory program’s expenses, (2) the Company’s selfregulatory program’s staffing structure, (3) the investigations and disciplinary 

proceedings taken during the year, and (4) the performance reviews of 

Disciplinary Panels, Appeals Panels and the CCO;

(vi) recommend changes to the Company’s regulatory program that would ensure fair, 

vigorous, and effective regulation; 
308433745.5 

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(vii) review all regulatory proposals, actions or changes prior to implementation and 

advise the Board as to whether and how such proposals, actions or changes may 

affect the Company’s regulation and its conduct and governance standards; and 

(viii) exercise any other functions expressly assigned to it in these Rules.

(b) Not later than the compliance date of the CFTC Regulations applicable to the Company’s 

governance as a SEF and at all times thereafter, the Regulatory Oversight Committee 

shall include no fewer than the minimum number or percentage of Public Directors 

required by such CFTC Regulations. If required by CFTC Regulations, one of the Public 

Directors shall serve as the chair of the Regulatory Oversight Committee. Each member 

of the Regulatory Oversight Committee shall serve for a term of two calendar years from 

the date of his appointment or for the remainder of the term to which he is appointed as a 

replacement, and until the due appointment of his successor, or until his earlier resignation 

or removal (as a member of the Regulatory Oversight Committee or as a member of the 

Board) for cause or dismissal pursuant to the LLC Agreement. 

206. Swap Review Committee

(a) In the event the Company registers with the SEC as a SB Swap execution facility, the 

Board shall designate certain of its members and Authorized Users of Participants to 

serve as the Swap Review Committee. In making such appointments, the Board shall 

provide for the fair representation of Participants and shall endeavor to ensure that no 

single class of Participant dominates such Committee. In general, the Swap Review 

Committee shall determine the SB Swaps that the Company will list for trading and the 

SB Swaps that will be delisted from trading pursuant to criteria established by the 

Company. More specifically, the Swap Review Committee shall:

(i) determine, after taking into account all of the terms and conditions of a SB Swap 

and the markets for such swap and any relevant underlying securities, whether 

such SB Swap is readily subject to manipulation prior to the initiation of trading of 

any SB Swap; and

(ii) review on a quarterly basis each SB Swap executed pursuant to these Rules to 

determine whether the trading characteristics of such SB Swap justify a change 

to the SB Swap execution facility for such SB Swap. In making this determination, 

the Swap Review Committee shall consider whether (A) the liquidity in each SB 

Swap is at an appropriate level for the SB Swap execution facility and (B) such 

SB Swap would be more suited for trading on a different type of platform. The 

results of the foregoing reviews shall be reported promptly to the Chief 

Compliance Officer and annually to the Regulatory Oversight Committee.

(b) At all times following the compliance date of applicable SEC Regulations, the Swap 

Review Committee shall meet the composition requirements prescribed by such SEC 

Regulations.

207. Reporting to the CFTC

If the Board rejects a recommendation or supersedes an action of the Regulatory Oversight 

Committee or the Participation Committee, the Company shall submit a written report to the CFTC 

detailing: (i) the recommendation of or action proposed to be taken by the Regulatory Oversight 

Committee or the Participation Committee; (ii) the rationale for such recommendation or action; 

(iii) the rationale of the Board for rejecting such recommendation or superseding such action; and 

(iv) the course of action that the Board decided to take contrary to such recommendation or action.