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Ex. C (Board of Directors) Mockup

THIS DOCUMENT IS A TECHNICAL ILLUSTRATION OF HOW CERTAIN DISCLOSURES IN SEC FILINGS ARE TO BE TAGGED. IT DOES NOT INDICATE WHICH PARTICULAR DISCLOSURES MUST BE INCLUDED AND/OR TAGGED IN COMMISSION FILINGS, AND IT DOES NOT CONSTITUTE LEGAL GUIDANCE OF ANY SORT.

Exhibit C – Board of Directors.

1. Introduction

XYZ, L.P. (“the “Facility”) is commencing operations with a five-person Board of Directors appointed by the General Partner, XYZ Holdings, LLC.

2. Selection of Directors

The Board of Directors is selected with the goal of ensuring that the Facility achieves the highest level of operational success while fully complying with its statutory, regulatory, and self-regulatory obligations.

A. Prospective Director Must Have Sufficient Industry Expertise

In addition to possessing a strong reputation and the capacity to exercise sound judgment, a prospective Director must have sufficient relevant industry experience. Particularly initially, the Board requires deep experience with swaps trading facilities and swap trading services, in order to effectively guide and support the creation and operation of the regulated entity. In general, relevant experience includes positions at another trading facility, such as a designated contract market or derivatives clearing organization, or in financial services, risk management, or clearing services. Also relevant is experience in operations, compliance, legal, trading, position limits, transactions, recordkeeping and reporting, and financial resources, as well as experience in executive roles. Participant-Directors would also be valuable as a result of their knowledge, experience, and expertise.

B. Prospective Director Must be in Good Standing

Each prospective Director is required to certify that he or she is not subject to a statutory disqualification, which would disqualify the prospective Director from serving as a Director of the Facility. These questions address whether the prospective Director is statutorily disqualified from registering with the Commission under Section 8a(2) of the Commodity Exchange Act due to, among other things, suspension or revocation of registration, certain court orders prohibiting action in the capacity of a registrant under the Act, certain felony convictions, or findings of violation of the Act or certain other Federal statutes. The Facility will also disqualify a prospective Director if the person has a history of serious disciplinary offenses, including violations of self-regulatory organization rules, the Act, or Commission Regulations.

3. Composition of the Board of Directors

1 The Board shall be reconstituted as required by any future Commission rulemaking.

2 The form of this questionnaire is attached as Appendix A.

Revised as of December 31, 2033

The current Directors of the Facility are ABC, DEF, GHI, JKL, and MNO. ABC is serving as a public director.