SwapEx, LLC
Nominating Committee Charter

© Interview employees and officers of the Company;

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

o Exercise its independent analysis and judgment to fulfill its obligations,

IV. Reporting Activities

e The Chair, or his or her designee, will make such reports of the Committee’s
activities to the Board as requested by the Board or as otherwise may be

appropriate.

° The Chair, or his or her designee, will make available to the Chief Compliance
Officer (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.

e 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: Swap Execution Facility Application For Registration

Exhibit C-1; Nominating Committee
tes

Total Pages (including this one): 4


I.

Ti.

SwapEx, LLC: Swap Execution Facility Application For Registration

SWAPEX, LLC
NOMINATING COMMITTEE CHARTER

Purpose

The Nominating Committee (the “Committee”) is a committee of the Board of SwapEx,
LLC (the “Company”). The Committee is responsible for (i) identifying qualified
individuals to serve on the Board and on Board and non-Board committees, consistent
with criteria approved by the Board and any requirements promulgated by the CFTC and
(ii) administering the process by which individuals are nominated to serve on the Board.

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 3 Directors, at least 2 of whom shall be Public
Directors.

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 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_ Director.
A member of the Committee may serve for multiple terms.

The chair of the Committee (the “Chair”) shall be a Public 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 calendar year. In addition,
should the departure of a Director cause the composition of the Board to no longer
comply with the requirements of the CEA or CFTC Regulations, the Committee
shall convene as soon as practicable in order to identify suitable candidates to
recommend to the Board to fill such vacancy.

A majority of the Committee members 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 members not subject to recusal at any

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SwapEx, LLC
Nominating Committee Charter

duly constituted meeting of the Committee, if a quorum is present, shall be the act
of the Committee.

Responsibilities

e The Committee shall recommend qualified candidates for nomination in
accordance with criteria approved by the Board, the Rules and CFTC Regulations.
In the case of a vacancy on the Board, the Committee shall recommend to the
Board an individual to fill such vacancy.

° The Committee shall, al a minimum, adhere to the following requirements:

© Board members shall possess the ability to contribute to the effective
oversight and management of the Company, taking into account the needs of
the Company and such factors as the individual’s experience, perspective,
skills and knowledge of the industry in which the Company operates.

e The Committee shall identify candidates to serve as Directors and, as applicable,
as non-Director members of one or more Committees, and shall recommend that
the Board nominate such candidates for election. In nominating a candidate, the
Committee shall take into consideration the factors set forth in the LLC
Agreement, the charter of the relevant Committee (if applicable), the Rules,
requirements arising under the CEA and CFTC Regulations, as well as any other
factors it deems appropriate, including without limitation the candidate’s
experience, perspective, skills and knowledge, both as an absolute matter and
relative to the experience and skills of other Directors.

e The Committee shal! monitor, assess, and safeguard the Board’s independence,
including nominees to serve on the Board, which includes developing and
recommending to the Board standards to be applied in making determinations as
to the absence of material relationships between the Company and a Director.

e 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 have such additional responsibilities as the Board deems
necessary or appropriate from time to time or to the extent required under CFTC

Regulations.

Authority

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

o Conduct its own inquiries;

° Interview candidates for Board or Committee positions;