December 1, 2015 1

THOMSON REUTERS (SEF) LLC

REGULATORY OVERSIGHT COMMITTEE CHARTER

I. Purpose

The Regulatory Oversight Committee (“Committee”) is a Committee of the Board of Directors 

(“Board”) of Thomson Reuters (SEF) LLC (“TR SEF”). The Committee is responsible for (i) 

providing independent oversight of the regulatory program, including trade practice, market and 

financial surveillance, (ii) assisting the Board in minimizing potential conflicts of interest of TR 

SEF, (iii) confirming that the regulatory program is fair and impartial to TR SEF members, and 

(iv) monitoring the regulatory program for sufficiency, effectiveness, and independence.

II. Membership & Organization

• The members of the Committee, numbering at least two (but may be increased in the 

discretion of the Board), shall be appointed and its Chairperson designated by the Board. 

Each member of the Committee and its Chairperson shall serve until his or her successor is 

appointed or until his or her earlier resignation or removal.

III.Meetings, Responsibilities and Authority

General

• The Committee shall meet as often as it may deem necessary and appropriate in its judgment, 

but in no event less than once each quarter.

• A majority of the Committee members shall constitute a quorum for the transaction of 

business. Each Committee member shall have one (1) vote in all matters requiring a vote of 

the Committee. The Committee may act by the vote of a majority of the entire Committee at 

any duly constituted meeting, or by unanimous written consent of the Committee without a 

meeting.

Responsibilities

• The Committee shall monitor TR SEF’s regulatory program for sufficiency, effectiveness, 

and independence.

• The Committee shall oversee all facets of the regulatory program as performed by the 

National Futures Association (“NFA”) pursuant to the terms and conditions of that certain 

Regulatory Services Agreement entered into between NFA and TR SEF, as amended from 

time to time, including trade practice and market surveillance, audits, examinations, and 

other regulatory responsibilities with respect to members (including ensuring compliance 

with, if applicable, financial integrity, financial reporting, sales practice, recordkeeping and 

other requirements) and the conduct of investigations.
December 1, 2015 2

• The Committee shall review the size and allocation of regulatory budgets and resources and 

the number, hiring, termination and compensation of regulatory personnel.

• The Committee shall review the performance of the Chief Compliance Officer (as defined in 

the Limited Liability Company Agreement of Thomson Reuters (SEF) LLC) and make 

recommendations with respect to such performance to the Board.

• The Committee shall regularly monitor for potential conflicts of interest in its oversight of 

the Chief Compliance Officer, and shall oversee any matter in which the Chief

Compliance Officer is recused.

• The Committee shall make recommendations to the Board for changes that would ensure fair, 

vigorous, and effective regulations.

• The Committee shall review all regulatory proposals prior to implementation and advise the

Board as to whether and how such changes may impact regulation.

• The Committee shall keep minutes and records of its meetings, deliberations and analyses, 

including records of all decisions made by the Committee and any disagreements within the 

Committee with respect to such decisions. The Committee will make such minutes and 

records available to the Commodity Futures Trading Commission (“CFTC”) staff upon 

request.

• The Committee shall review such other matters and perform such additional activities, within 

the scope of its responsibilities, as the Board deems necessary or appropriate.

• The Committee shall make this Charter and other applicable corporate governance guidelines 

available to the public and relevant authorities.

Authority

• The Committee shall retain exclusive authority over all substantive decisions made by the 

NFA, including the cancellation of trades, issuance of disciplinary charges against members 

or market participants, denials of access to TR SEF for disciplinary reasons, and any decision 

to open an investigation into a possible rule violation.

• The Committee shall have the authority, discretion and necessary resources to:

o Conduct its own inquiries;

o Consult directly with regulatory staff of TR SEF and NFA;

o Interview employees, officers and members of TR SEF;

o Review all relevant documents;

o Retain independent legal counsel, auditors and other professional services;
December 1, 2015 3

o Report certain information to the CFTC in the event that the Board rejects or 

supersedes an action of the Committee, as described below;

o Exercise its independent analysis and judgment to fulfill its regulatory obligations;

o Delegate its authority and responsibilities to the NFA; and

o Ask members of management or others to attend meetings and provide information.

• The Committee may delegate its day-to-day authority over self-regulatory functions and 

personnel to TR SEF’s Chief Compliance Officer.

IV.Reporting Activities

• The Committee Chairperson, or his or her designee, shall make regular reports of the

Committee’s activities to the Board.

• The Committee shall prepare periodic reports for the Board and an annual report assessing 

TR SEF’s regulatory program for the Board and the CFTC. Such report shall (i) describe the 

self-regulatory program, (ii) set forth the self-regulatory program’s expenses, (iii) describe 

the staffing and structure of the self-regulatory program; (iv) catalogue investigations and 

disciplinary actions taken during the year; and (v) review the performance of disciplinary 

committees and panels, as well as the performance of the Chief Compliance Officer.

• In the event that the Board rejects a recommendation or supersedes an action of the 

Committee, the Committee shall submit a written report to the CFTC detailing: (i) the 

recommendation or action of the 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.

• The Committee shall reassess the adequacy of this Charter no less frequently than annually 

and submit any recommended changes to the full Board for approval.