SwapEx, LLC
Regulatory Oversight Committee Charter

The Committee will assess the adequacy of this Charter no less frequently than
annually and submit any recommended changes to the Board for approval.



SwapEx, LLC
Regulatory Oversight Committee Charter

° The Committee shall have the authority and discretion, in consultation with the
Board, and necessary resources to:

°

°

Conduct its own inquiries;

Consult directly with regulatory staff of the Company and the Regulatory
Services Provider;

Interview officers and employees of the Company;

Request that members of management or others attend meetings and
provide information;

Review all relevant documents;

Retain independent legal counsel, auditors and other professional service
providers; and

Otherwise exercise its independent analysis and judgment to fulfill its
regulatory obligations.

° The Committee may delegate any authority given by the Board to fulfill its
mandate over self-regulatory functions to the CCO, who may in turn delegate
such authority to one or more members of his or her staff.

IV. Reporting Activities

° In the event that the Board rejects any recommendation or supersedes any action
of the Committee, the Company shall, to the extent required by the CFTC
Regulations, submit to the CFTC a report containing the following information:

the Committee’s recommendation or action proposed to be taken, as

°
applicable;

° the rationale for such recommendation or action;

° the rationale of the Board for rejecting such recommendation or
superseding such action; and

° the course of action the Board decided to take contrary to such
recommendation or action,

° The Chair, or his or her designee, will make available to the CCO such

information relating to the Committee’s work as is necessary for the CCO to draft
and submit the Company’s annual compliance report to the CFTC.



SwapEx, LLC: Swap Execution Facility Application For Registration

Exhibit C-3: Regulatory Oversight
Committee Charter

Total Pages (including this one): 5



I.

i.

SWAPEX, LLC
REGULATORY OVERSIGHT COMMITTEE CHARTER

Purpose

The Regulatory Oversight Committee (the “Committee”) is a Committee of the Board of
SwapEx, LLC (the “Company”). The Committee is responsible for oversight of the
Company’s regulatory program, including monitoring the Company’s regulatory
program for sufficiency, effectiveness and independence.

Capitalized terms used herein but not defined herein have the meaning ascribed to such
terms in the Rules of the Company.

Membership and Organization

The Committee shall consist of 2 Directors, all of whom shall be Public Directors,
and one of whom must be an Independent Director.

The members of the Committee shall be appointed by the Board. Each member
of the Committee shall serve for a term of two years from the date of his or her
appointment (or, if sooner, for the remainder of his or her term as a Public
Director) and until his or her successor is appointed or until his or her earlier
resignation or removal, with or without cause, as a member of the Committee or
as a Public Director. A member of the Committee may serve for multiple terms.

The chair of the Committee (the “Chair’) shall be a Public Director and
Independent Director and shall be designated by the Board. The Chair shall
schedule all meetings of the Committee and provide the Committee with a written
agenda as appropriate. The Chair shall serve until his or her successor is
appointed or until his or her earlier resignation or removal.

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.

The Committee shall meet with the Company’s Chief Compliance Officer (the
“CCO”) 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 members of the Committee not subject to recusal shall
constitute a quorum for the transaction of business. Each Committee member not
subject to recusal shall have one vote in all matters requiring a vote of the
Committee. An act approved by the vote of a majority of the Committee



SwapEx, LLC
Regulatory Oversight Committee Charter

members not subject to recusal at any duly constituted meeting of the Committee,
if a quorum is present, shall be the act of the Committee; provided however, that
if there is a tie vote between the Committee members, the Committee member
who is an Independent Director shall cast the deciding vote.

Responsibilities

°

The Committee shall monitor the Company’s regulatory program for sufficiency,
effectiveness and independence.

The Committee shall oversee the Company’s regulatory program as implemented
by the Market Regulation Department, including trade practice and market
surveillance, audits, examinations and other regulatory responsibilities with
respect to Participants (including ensuring compliance with, as applicable,
financial integrity, financial reporting, sales practice, recordkeeping and other
requirements) and the conduct of investigations.

The Committee shall evaluate the operation and performance of the Company’s
disciplinary procedures, review and approve such reports relating to disciplinary
matters as may be requested by the Board from time to time and consider any
other business relating to disciplinary matters as raised from time to time.

The Committee shall review the size and allocation of regulatory budgets and
resources and the number, hiring, termination and compensation of the personnel
of the Market Regulation Department (excluding personnel of the Regulatory
Services Provider).

The Committee shall, as appropriate, recommend to management of the Company
or the Board changes to the Company’s regulatory program that, in the judgment
of the Committee, are necessary to ensure fair, vigorous and effective regulation.

The Committee shall, to the extent required by the CFTC Regulations, review the
Company’s regulatory proposals prior to implementation and advise the Board as
to whether and how such changes may impact the Company’s self-regulatory
program.

The Committee shall review the performance of the CCO and make
recommendations with respect to such performance to the Board. The Committee
shall keep minutes and records of its meetings, deliberations and analysis,
including records of all decisions made by the Committee.

The Committee shall assume such additional responsibilities as the Board deems
necessary or appropriate from time to time or to the extent required under CFTC

Regulations.

Authority