Section 6. SHARES HELD BY SUBSIDIARIES, MEMBERS AND RELATED PERSONS.
Shares of this corporation owned by a subsidiary shall not be entitled to vote on any
matter. A subsidiary for these purposes is defined as a corporation, the shares of which
possessing more than 25% of the total combined voting power of all classes of shares entitled
to vote, are owned directly or indirectly through one (1) or more subsidiaries. No member of the
swap execution facility operated by the corporation, or any Related Person of such member,
may (1) beneficially own, directly or indirectly, more than twenty (20) percent of any class of
equity interest of the corporation entitled to vote; or (2) directly or indirectly vote, cause the vote
of, give any consent or proxy with respect to the voting of, or enter into any shareholder
agreement regarding the voting of, any interest in the corporation that exceeds twenty (20)
percent of the voting power of any class of equity interest of the corporation. Any vote or
transaction in violation of this Section 6 shall be deemed null and void. For the purposes of this
Section, and with respect to any member of the swap execution facility operated by the
corporation, “Related Person” shall mean (a) any person that, directly or indirectly, is a parent or
subsidiary of, or shares a common parent with, such member; (b) any partner, director, officer,
or other employee of such member; any immediate family member of such member’s spouse, in
each case, who has the same home as such member; or (d) any immediate family member of
the persons in (b) above, or any immediate family member of such person’s spouse, in each
case, who ahs the same home as such person.
Section 7. TRANSPARENCY.
The corporation shall have transparent governance arrangements to support, among other
things, the objectives of the Federal Government pursuant to Section 21(f)(2) of the
Commodities and Exchange Act and the Core Principle 2 stated in 17 C.F.R. 49 Section 49.20.
In accordance thereto, the corporation may, in addition to what is otherwise stated herein, make
the following information available to the public and relevant authorities including the CFTC,
through means that are current, accurate, clear and readily accessible (e.g. website), in a
language commonly used in the markets of at least one jurisdiction the corporation serves:
1) INFX SDR Mission Statement
2) The INFX SDR Board of Directors Mission Statement
3) The INFX SDR Board of Director Committees’ Mission Statements (if applicable)
4) The Board of Directors Corporate Governance Guidelines
5) The Board of Directors Code of Ethics
6) The Board of Directors Nomination Process
7) The Board of Directors Process of assigning Directors to Committees
8) The names of the Directors on the Board of Directors
9) Description of the manner in which the Board of Directors considers an Independent
Perspective
10) Lines of Accountability of INFX SDR, Inc.’s operational units to the Board of Directors
and/or Committees
11) Summaries of significant decisions implicating the public interest, the rationale for such
decisions, and the process for reaching such decisions including, without limitation,
decisions relating to the pricing of the SDR services, offering ancillary services, access
to swap data and use of Section 8 Material and other SDR information and intellectual
property