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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 an annual report for the Board and the CFTC describingand 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, which sets forth the regulatory program’s

expenses, describes its(2) the Company’s self-regulatory program’s staffing and

structure, catalogues(3) the investigations and disciplinary proceedings taken

during the year, and reviews(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;
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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.