AMENDED AND RESTATED BY-LAWS
OF
CHICAGO MERCANTILE EXCHANGE INC.
Amended and Restated as of August 26, 2021
ARTICLE I
Section 1.1.

Annual Meetings.

(a)
The annual meetings of stockholders shall be held on such date, at such time and at such place,either within or without the state of Delaware, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. Subject to paragraph (b) of this Section 1.1, any otherproper business may be transacted at an annual meeting.
(b)
At the annual meetings the stockholders shall elect the Board of Directors, which Directors shallat all times be comprised of the same Directors as those of CME Group Inc., the sole stockholder of the
Corporation and transact such other business as may properly be brought before the meeting. For suchbusiness to be properly brought before the meeting, it must be: (i) authorized by the Board of Directors
and specified in the notice, or a supplemental notice, of the meeting, (ii) otherwise brought before themeeting by or at the direction of the Board of Directors or the chairman of the meeting, or (iii) otherwise
properly brought before the meeting by a stockholder.
Section 1.2.

Special Meetings.

Special meetings of stockholders for any purpose or purposes may be called at any time only by the
Chairman of the Board or by a majority of the total number of authorized Directors. The business
transacted at a special meeting of stockholders shall be limited to the purpose or purposes for which suchmeeting is called.
Section 1.3.

Notice of Meetings.

Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less thanten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to eachstockholder entitled to vote at such meeting, except as otherwise provided herein or required by law(meaning, here and hereinafter, as required from time to time by the DGCL or the Certificate ofIncorporation of the Corporation). The notice of any special meeting of stockholders shall also state thepurpose or purposes for which such meeting is called.
Section 1.4.

Adjournments.

Any annual or special meeting of stockholders may be adjourned from time to time to reconvene at thesame or some other place. When a meeting is adjourned to another time or place, notice need not be givenof the adjourned meeting if the time and place, if any, thereof, and the means of remote communications,
if any, by which stockholders and proxy holders may be deemed to be present in person and vote at suchadjourned meeting is announced at the meeting at which the adjournment is taken; provided, however,that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting
was originally noticed, or if a new record date is fixed for the adjourned meeting, notice of the place, ifany, date, and time of the adjourned meeting and the means of remote communications, if any, by which
1stockholders and proxy holders may be deemed to be present in person and vote at such adjourned
meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted
which might have been transacted at the original meeting without regard to the presence of a quorum atsuch adjournment.
Section 1.5.

Quorum.

Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the presence inperson or by proxy of the holders of stock having not less than one-third of the votes which could be castby the holders of all outstanding stock entitled to vote at the meeting shall constitute a quorum at eachmeeting of stockholders. In the absence of a quorum, then either (i) the chairman of the meeting or (ii)the stockholders may, by the affirmative vote of the holders of stock having a majority of the votes which
could be cast by all such holders, adjourn the meeting from time to time in the manner provided in
Section 1.4 of these By-laws until a quorum is present. If a quorum is present when a meeting isconvened, the subsequent withdrawal of stockholders, even though less than a quorum remains, shall notaffect the ability of the remaining stockholders lawfully to transact business.
Section 1.6.

Organization.

Meetings of stockholders shall be presided over by the Chairman of the Board or the Chief Executive
Officer (in that order), or in their absence, inability or unwillingness, by a chairman designated by the
Board of Directors, or in the absence of such designation, by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence, the chairman of the meeting may
appoint any person to act as secretary of the meeting. The chairman of any meeting of the stockholders
shall determine the order of business and the procedure at the meeting, including such regulation of themanner of voting and the conduct of business.
Section 1.7.

Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxyauthorized by an instrument in writing or by a transmission permitted by law filed in accordance with theprocedure established for the meeting. Any copy, facsimile telecommunication or other reliablereproduction of the writing or transmission created pursuant to this paragraph may be substituted or usedin lieu of the original writing or transmission for any and all purposes for which the original writing ortransmission could be used, provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing or transmission.
Section 1.8.

Fixing Date of Determination of Stockholders of Record.

(a)
In order that the Corporation may determine the stockholders entitled (i) to notice of or to vote at
any meeting of stockholders or any adjournment thereof, (ii) to receive payment of any dividend or other
distribution or allotment of any rights, (iii) to exercise any rights in respect of any change, conversion or
exchange of stock or (iv) to take, receive or participate in any other action, the Board of Directors may fix
a record date, which shall not be earlier than the date upon which the resolution fixing the record date isadopted by the Board of Directors and which (1) in the case of a determination of stockholders entitled to
notice of or to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise
required by law, be not more than 60 nor less than 10 days before the date of such meeting; and (2) in thecase of any other action, shall be not more than 60 days before such action.

2

(b)
If no record date is fixed, (i) the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on
which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; and (ii) the record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors adopts the resolution relating
thereto.
(c)
A determination of stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting, but the Board of Directors may fix a newrecord date for the adjourned meeting.
ARTICLE II
Section 2.1.

Number; Qualifications.

The Board of Directors shall consist of the number of Directors as from time to time fixed by the Board of
Directors, provided that the Board of Directors shall at all times be comprised of the same Directors as
those of CME Group Inc., the sole stockholder of the Corporation, and no person shall serve as a Director
unless he or she meets the requirements, if any, provided in the Certificate of Incorporation for service on
the Board of Directors.
Section 2.2.

Election; Resignation; Vacancies.

(a)
Subject to the provisions of the Certificate of Incorporation and Section 1.1(b) of these By-laws,
at each annual meeting of stockholders, the stockholders shall elect, pursuant to the terms of theCertificate of Incorporation, the successors to the Directors whose terms expire at that meeting, and each
Director shall hold office until the annual meeting at which such Director's term expires and the election
and qualification of his or her successor, or until his or her earlier death, resignation or removal. Any
Director may resign at any time by giving written notice to the Chairman of the Board, if any, the Chief
Executive Officer or the Secretary. Unless otherwise stated in a notice of resignation, it shall take effectwhen received by the officer to whom it is directed, without any need for its acceptance.
(b)
A vacancy, howsoever occurring, in a directorship shall be filled in the manner specified in theCertificate of Incorporation.
Section 2.3.

Regular Meetings.

Regular meetings of the Board of Directors may be held without call or notice at such times and at suchplaces, within or without the state of Delaware, as shall be fixed by resolution of the Board of Directors.
Section 2.4.

Special Meetings.

Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief
Executive Officer, the Lead Director, or a majority of the members of the Board of Directors then in
office and may be held at any time, date or place, within or without the State of Delaware, as the person
or persons calling the meeting shall fix. Notice of the time and place of special meetings shall bedelivered personally, by telephone or by electronic transmission to each Director or sent by first-classmail or telegram, charges prepaid, addressed to each Director at that Director’s address as it is shown on
the records of the Corporation. If the notice is mailed, it shall be deposited in the United States mail atleast four days before the time of the holding of the meeting. If the notice is delivered personally, by3

telephone, by electronic transmission or by telegram, it shall be delivered personally or by telephone or to
the telegraph company at least 48 hours before the time of the holding of the meeting. Any oral noticegiven personally or by telephone may be communicated either to the Director or to a person at the officeof the Director who the person giving the notice has reason to believe will promptly communicate it to the
Director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be heldat the principal executive office of the Corporation.
Section 2.5.

Organization.

Meetings of the Board of Directors shall be presided over by the Chairman of the Board, the Lead
Director, if any, or the Chief Executive Officer (in that order), or in their absence, inability or
unwillingness, by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting,but in his or her absence the chairman of the meeting may appoint any person to act as secretary of themeeting. A majority of the Directors present at a meeting, whether or not they constitute a quorum, may
adjourn such meeting to any other date, time or place without notice other than announcement at themeeting.
Section 2.6.

Quorum; Vote Required for Action.

(a)At all meetings of the Board of Directors, a majority of the whole Board of Directors shallconstitute a quorum for the transaction of business. Unless the Certificate of Incorporation or these Bylaws otherwise provide, the vote of a majority of the Directors present at a meeting at which a quorum ispresent shall be the act of the Board of Directors. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approvedby at least a majority of the required quorum for that meeting.
(b)
If a quorum is not present at any meeting of the Board of Directors, then the Directors present
thereat may adjourn the meeting from time to time, without notice other than announcement at themeeting, until a quorum is present.
(c)Whenever notice is required to be given under any provision of the General Corporation Law ofDelaware, the Certificate of Incorporation or these By-laws, a written waiver thereof, signed by the
person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting,to the transaction of any business because the meeting is not lawfully called or convened. Neither thebusiness to be transacted at, nor the purpose of, any regular or special meeting of the Directors, ormembers of a committee of the Board of Directors, need be specified in any written waiver of notice
unless so required by the Certificate of Incorporation or these By-laws.
Section 2.7.

Telephonic Meetings.

Directors, or any committee of Directors designated by the Board of Directors, may participate in a
meeting of the Board of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear eachother, and participation in a meeting pursuant to this Section 2.7 shall constitute presence in person atsuch meeting.

4Section 2.8.

Informal Action by Directors.

Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any committee thereof, may be taken
without a meeting if all members of the Board of Directors or such committee, as the case may be,consent thereto in writing (which may be in counterparts), and the written consent or consents are filedwith the minutes of proceedings of the Board of Directors or such committee.
Section 2.9.

Reliance Upon Records.

Every Director, and every member of any committee of the Board of Directors, shall, in the performanceof his or her duties, be fully protected in relying in good faith upon the records of the Corporation andupon such information, opinions, reports or statements presented to the Corporation by any of its officers
or employees, or committees of the Board of Directors, or by any other person as to matters the Director
or member reasonably believes are within such other person's professional or expert competence and who
has been selected with reasonable care by or on behalf of the Corporation, including, but not limited to,such records, information, opinions, reports or statements as to the value and amount of the assets,
liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of
surplus or other funds from which dividends might properly be declared and paid, or with which the
Corporation's capital stock might properly be purchased or redeemed.
Section 2.10.

Interested Directors.

No contract or transaction between the Corporation and one or more of its Directors or officers, or
between the Corporation and any other corporation, partnership, association or other organization inwhich one or more of its Directors or officers are Directors or officers, or have a financial interest, shallbe void or voidable solely for this reason, or solely because the Director or officer is present at orparticipates in the meeting of the Board of Directors or committee thereof which authorizes the contract
or transaction, or solely because such person’s or their votes are counted for such purpose if (i) the
material facts as to such person’s or their relationship or interest and as to the contract or transaction aredisclosed or are known to the Board of Directors or the committee, and the Board of Directors orcommittee in good faith authorizes the contract or transaction by the affirmative votes of a majority of thedisinterested Directors, even though the disinterested Directors be less than a quorum; or (ii) the material
facts as to such person’s or their relationship or interest and as to the contract or transaction are disclosed
or are known to the stockholders entitled to vote thereon, and the contract or transaction is specificallyapproved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee
thereof or the stockholders. Common or interested Directors may be counted in determining the presenceof a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract ortransaction.
Section 2.11.

Disqualification from Board or Committees.

No member of the Board or any committee established by the Corporation shall be eligible to serve on the
Board or any such committee if the individual has committed a “disciplinary offense” as defined by the
CME Rules, as defined in Section 8.6 (Disqualification from Certain Committees and Governing Boards,
currently Exchange Rule 300.D) or would be otherwise ineligible pursuant to such rule.

5Section 2.12.

Compensation.

Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have theauthority to fix the compensation of Directors. The Directors shall be paid their reasonable expenses, ifany, of attendance at each meeting of the Board of Directors or a committee thereof and may be paid afixed sum for attendance at each such meeting and an annual retainer or salary for services as a Director
or committee member. No such payment shall preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefor.
Section 2.13.

Presumption of Assent.

Unless otherwise provided by the laws of the State of Delaware, a Director who is present at a meeting of
the Board of Directors or of a committee thereof at which action is taken on any matter shall be presumed
to have assented to the action taken unless his or her dissent shall be entered in the minutes of suchmeeting or unless he or she shall file his or her written dissent to such action with the person acting as
secretary of such meeting before the adjournment thereof or shall forward such dissent by registered mailto the Secretary immediately after the adjournment of such meeting. Such right to dissent shall not apply
to a Director who voted in favor of such action.
ARTICLE III
Section 3.1. General.
To the fullest extent permitted by law and the Certificate of Incorporation, the Board of Directors of the
Corporation shall have the power to appoint, and to delegate authority to, such committees of the Boardof Directors of the Corporation as it determines to be appropriate from time to time.
Section 3.2. Additional and Standing Committees.
In addition to such committees as may be authorized by the Board of Directors of the Corporation fromtime to time, the Corporation shall have such additional and standing committees, which shall becomposed of such persons having such powers and duties, as provided in the Rules. Any person may bedisqualified from serving on or participating in the affairs of any committee to the extent provided in theRules.
ARTICLE IV
Section 4.1.

Officers.

The Board of Directors shall elect from among its members a Chairman of the Board. The Board of
Directors shall also elect a Chief Executive Officer, a Secretary and such other additional officers withsuch titles as the Board of Directors shall determine. The Board of Directors shall also have the authority
to elect a Lead Director with the responsibilities set forth in the Corporation’s Corporate GovernancePrinciples. Any number of offices may be held by the same person. Each Board officer and officer of the
Corporation shall hold office until his or her successor is elected and qualified or until his or her earlier
death, resignation or removal.

6Section 4.2.

Resignation; Removal; Vacancies.

Any Board officer or officer of the Corporation may resign at any time by giving written notice to the
Chairman of the Board, the Chief Executive Officer or the Secretary. Unless otherwise stated in a noticeof resignation, it shall take effect when received by the Board officer or officer to whom it is directed,
without any need for its acceptance. Any resignation is without prejudice to the rights, if any, of the
Corporation under any contract to which such officer is a party. The Board of Directors may remove any
Board officer or officer with or without cause at any time by an affirmative vote of the majority of theBoard of Directors, but such removal shall be without prejudice to the contractual rights, if any, of suchofficer with the Corporation. A vacancy occurring in any Board or executive office of the Corporation
may be filled for the unexpired portion of the term thereof by the Board of Directors at any regular or
special meeting.
Section 4.3.

Powers and Duties of Officers.

The Board officers and officers of the Corporation shall have such powers and duties in the managementof the Corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as
generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of
Directors may require any officer, agent or employee to give security for the faithful performance of hisor her duties.
ARTICLE V
Section 5.1.

Certificates; Uncertificated Shares.

The shares of the Corporation's stock shall be represented either by book entries on the Corporation'sbooks, if authorized by the Board of Directors, or by certificates signed by, or in the name of the
Corporation by its Chairman of the Board, its Chief Executive Officer or a Senior Managing Director,
and may be countersigned by its Secretary or an Assistant Secretary, certifying the number of shares
owned by such stockholder in the Corporation. Any of or all the signatures on a certificate may befacsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before suchcertificate is issued, it may be issued by the Corporation with the same effect as if such officer, transfer
agent or registrar continued to be such at the date of issue. Upon the request of the registered owner of
uncertificated shares, the Chief Executive Officer or his designee shall send to the registered owner acertificate representing such shares.
In the case of uncertificated shares, within a reasonable time after the issuance or transfer thereof, theChief Executive Officer or his designee shall send to the registered owner of shares of Common Stock of
the Corporation a written notice containing (i) (A) a full statement of the designations, relative rights,
preferences and limitations of the shares of the class and series issued or transferred, so far as the same
have been determined and the authority of the Board of Directors to divide the shares into classes or series
and to determine and change the relative rights, preferences and limitations of any class or series; or (B) adeclaration that the Corporation will furnish to the stockholder, upon request and without charge, astatement containing the information described in the preceding clause (A); (ii) a statement that the
Corporation is organized under the laws of the State of Delaware; (iii) the name of the person to whom
the uncertificated shares have been issued or transferred; (iv) the number and class of shares, and thedesignation of the series, if any, to which such notice applies; and (v) any restrictions on transfer of theshares, in accordance with Section 202 of the Delaware General Corporation Law. The notice referred to7

in the preceding sentence shall also contain the following statement: "This notice is merely a record of
the rights of the addressee as of the time of its issuance. Delivery of this statement, of itself, confers norights on the recipient. This notice is neither a negotiable instrument nor a security."
Section 5.2.

Lost, Stolen or Destroyed Certificates; Issuance of New Certificates.

The Corporation may issue a new certificate for stock in the place of any certificate theretofore issued byit, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or such stockholder's legal representative, to indemnify the Corporation
and/or to give the Corporation a bond sufficient to indemnify it against any claim that may be madeagainst it on account of the alleged loss, theft or destruction of any such certificate or the issuance of suchnew certificate.
Section 5.3.

Transfers of Stock.

Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for stock of the
Corporation duly endorsed or accompanied by proper evidence of succession, assignment or authority totransfer or, if the relevant stock certificate is claimed to have been lost, stolen or destroyed, uponcompliance with the provisions of Section 5.2 of these By-laws, and upon payment of applicable taxes
with respect to such transfer, and in compliance with the transfer restrictions applicable to such shares
under the Certificate of Incorporation, these By-laws or rules of the Corporation and any other applicabletransfer restrictions of which the Corporation shall have notice, the Corporation shall issue a newcertificate or certificates for such stock to the person entitled thereto, cancel the old certificate and record
the transaction upon its books. Transfers of stock shall be made only on the books of the Corporation by
the registered holder thereof or by such holder's attorney or successor duly authorized as evidenced bydocuments filed with the Secretary. Whenever any transfer of stock shall be made for collateral security,and not absolutely, it shall be so expressed in the entry of transfer if, when the certificate or certificates
representing such stock are presented to the Corporation for transfer, both the transferor and transferee
request the Corporation to do so.
Section 5.4.

Transfers of Uncertificated Stock.

Except as otherwise required by law, uncertificated shares of the Corporation's stock shall be transferable
in the manner prescribed in these By-Laws. Transfers of uncertificated stock shall be made on the booksof the Corporation only by the person then registered on the books of the Corporation as the owner ofsuch shares or by such person's attorney lawfully constituted in writing and written instruction to the
Corporation containing the following information: (i) the class of shares, and the designation of the series,
if any, to which such notice applies; (ii) the number of shares transferred; and (iii) the name, address andtaxpayer identification number, if any, of the party to whom the shares have been transferred and who, asa result of such transfer, is to become the new registered owner of the shares. No transfer of
uncertificated stock shall be valid as against the Corporation for any purpose until it shall have beenentered in the stock records of the Corporation by an entry showing from and to whom transferred.
Section 5.5.

Special Designation on Certificates.

The designations, preferences, and relative, participating, optional or other special rights of each class ofstock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights
shall be set forth in full or summarized on the face or back of the certificate that the Corporation shallissue to represent such class or series of stock; provided, however, that, except as otherwise provided in
Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may
8be set forth on the face or back of the certificate that the Corporation shall issue to represent such class orseries of stock a statement that the Corporation will furnish without charge to each stockholder who sorequests the powers, designations, preferences, and the relative, participating, optional or other special
rights of each class of stock, or series thereof, and the qualifications limitations or restrictions of suchpreferences and/or rights.
Section 5.6.

Stock Transfer Agreements.

Subject to the provisions of the Certificate of Incorporation, the Corporation shall have power to enter
into and perform any agreement with any number of stockholders of any one or more classes, or series
thereof, of stock of the Corporation to restrict the transfer of such shares owned by such stockholders inany manner not prohibited by the General Corporation Law of Delaware.
Section 5.7.

Registered Stockholders.

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as theowner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls
and assessments the person registered on its books as the owner of shares, and shall not be bound torecognize any equitable or other claim to or interest in such share or shares on the part of another person,
whether or not it shall have express or other notice thereof, except as otherwise provided by the laws ofDelaware.
Section 5.8.

Other Regulations.

The issue, transfer, conversion and registration of stock certificates shall be governed by such otherregulations as the Board of Directors may establish.
ARTICLE VI
Section 6.1.

Manner of Notice.

Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, whenever notice
is required to be given to any stockholder, Director or member of any committee of the Board of
Directors, such notice may be given by personal delivery or by depositing it, in a sealed envelope, in the
United States mails, first class, postage prepaid, addressed, or by transmitting it via telecopier, to suchstockholder, Director or member, either at the address of such stockholder, Director or member as it
appears on the records of the Corporation or, in the case of such a Director or member, at his or her
business address; and such notice shall be deemed to be given at the time when it is thus personallydelivered, deposited or transmitted, as the case may be. Such requirement for notice shall also be deemedsatisfied, except in the case of stockholder meetings, if actual notice is received orally or by other writingby the person entitled thereto as far in advance of the event with respect to which notice is being given as
the minimum notice period required by law or these By-laws.
Section 6.2.

Dispensation with Notice.

(a)
Whenever notice is required to be given by law, the Certificate of Incorporation or these By-laws
to any stockholder to whom (i) notice of two consecutive annual meetings of stockholders, and all noticesof meetings of stockholders or (ii) all, and at least two, payments (if sent by first class mail) of dividends
or interest on securities of the Corporation during a 12-month period, have been mailed addressed to suchstockholder at the address of such stockholder as shown on the records of the Corporation and have been9

returned undeliverable, the giving of such notice to such stockholder shall not be required. Any action or
meeting which shall be taken or held without notice to such stockholder shall have the same force andeffect as if such notice had been duly given. If any such stockholder shall deliver to the Corporation awritten notice setting forth the then current address of such stockholder, the requirement that notice begiven to such stockholder shall be reinstated.
(b)
Whenever notice is required to be given by law, the Certificate of Incorporation or these By-laws
to any person with whom communication is unlawful, the giving of such notice to such person shall not
be required, and there shall be no duty to apply to any governmental authority or agency for a license or
permit to give such notice to such person. Any action or meeting which shall be taken or held without
notice to any such person with whom communication is unlawful shall have the same force and effect as
if such notice had been duly given.
Section 6.3.

Waiver of Notice.

Any written waiver of notice, signed by the person entitled to notice, whether before or after the timestated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any business because the meeting is notlawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or
special meeting of the stockholders, Directors, or members of a committee of Directors need be specified
in any written waiver of notice.
ARTICLE VII
Section 7.1.

Right to Indemnification.

Each person who was or is made a party or is threatened to be made a party to or is otherwise involved inany action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a“proceeding”), by reason of the fact that he or she is or was a Director, officer, trustee, committee
member or employee of the Corporation or is or was serving at the request of the Corporation as a
Director, officer, trustee, committee member or employee of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter
an “indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior to such amendment)
against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee inconnection therewith; provided, however, that, except as provided in Section 7.3 of this Article VII ofthese By-laws with respect to proceedings to enforce rights to indemnification, the Corporation shallindemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by suchindemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.
Section 7.2.

Right to Advancement of Expenses.

Expenses (including attorney’s fees) incurred by an indemnitee in defending any proceeding shall be paidby the Corporation in advance of its final disposition (hereinafter an “advancement of expenses”);
provided, however, that an advancement of expenses shall be made only upon delivery to the Corporation10

of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts
so advanced if it shall ultimately be determined by final judicial decision from which there is no further
right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified
for such expenses under this Section 7.2 of this Article VII of these By-laws or otherwise.
Notwithstanding the foregoing or any other provision of these By-laws, no advance shall be made by the
Corporation to an indemnitee who is not a Director or officer of the Corporation and no non-director or
non-officer indemnitee shall be entitled to such advance (i) if a determination is reasonably and promptly
made by the Board of Directors by a majority vote of those Directors who have not been named parties tothe action, even though less than a quorum, or if there are no such Directors or if such Directors so direct,
by independent legal counsel, that, based upon the facts known by the Board of Directors or such counsel
at the time such determination is made: (x) the person seeking advancement of expenses (1) acted in bad
faith, (2) did not act in a manner that he or she reasonably believed to be in or not opposed to the bestinterests of the Corporation; or (3) acted contrary to, or omitted to act in accordance with, written policiesof the Corporation applicable to such person; (y) with respect to any criminal proceeding, such person
believed or had reason to believe that his or her conduct was unlawful; or (z) such person deliberately
breached his or her duty to the Corporation, and (ii) unless an undertaking by or on behalf of such nondirector or non-officer indemnitee has been delivered to the Corporation and such indemnitee has
provided such security or satisfied such conditions as may be imposed by the Board at the time of suchdelivery.
The rights to indemnification and to the advancement of expenses conferred in Sections 7.1 and 7.2 ofthis Article VII of these By-laws shall be contract rights and such rights shall continue as to an indemnitee
who has ceased to be a Director, officer, trustee, committee member or employee and shall inure to thebenefit of the indemnitee’s heirs, executors and administrators.
Section 7.3.

Claims.

If a claim for indemnification or advancement of expenses under this Article VII of these By-laws is not
paid in full within sixty (60) days after a written claim therefor by an indemnitee has been received by the
Corporation, the indemnitee may file suit to recover the unpaid amount of such claim and, if successful inwhole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, theCorporation shall have the burden of proving that the indemnitee is not entitled to the requested
indemnification or advancement of expenses under the DGCL.
Section 7.4.

Non-Exclusivity of Rights.

The rights to indemnification and to the advancement of expenses conferred in this Article VII of theseBy-laws shall not be exclusive of any other right which any person may have or hereafter acquire under
any statute, the Certificate of Incorporation, By-laws, agreement, vote of stockholders or disinterested
Directors or otherwise.
Section 7.5.

Insurance.

The Corporation may maintain insurance, at its expense, to protect itself and any Director, officer, trustee,committee member, employee or agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or loss under the DGCL.

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Section 7.6.

Indemnification of Agents of the Corporation.

The Corporation may, to the extent authorized from time to time by the Board of Directors of the
Corporation, grant rights to indemnification and to the advancement of expenses to any agent of the
Corporation to the fullest extent of the provisions of this Article VII of these By-laws with respect to theindemnification and advancement of expenses of the indemnitees hereunder.
Section 7.7.

Corporation Defense Expenses.

Any member or member firm of the Corporation who fails to prevail in a lawsuit or any other type of
legal proceeding instituted by that member or member firm against the Corporation or any of its officers,
Directors, committee members, employees or agents must pay to the Corporation all reasonable expenses,
including attorney’s fees, incurred by the Corporation in the defense of such proceeding. Any member ormember firm required to compensate the Corporation pursuant to this section shall be assessed interest on
such amount at the rate of Prime plus one percent (1%), which interest shall accrue from the date suchamount was demanded in writing after the member or member firm failed to prevail in a lawsuit or any
other type of legal proceeding against the Corporation.
ARTICLE VIII
Section 8.1.

Form of Records.

Any records maintained by the Corporation in the regular course of its business, including its stock
ledger, books of account, and minute books, may be kept on, or be in the form of, magnetic tape, diskette,
photographs, microphotographs, or any other information storage device, provided that the records so
kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert
any records so kept upon the request of any person entitled to inspect the same.
Section 8.2.

Execution of Corporate Contracts and Instruments.

The Board of Directors, except as otherwise provided in these By-laws, may authorize any officer orofficers, or agent or agents, to enter into any contract or execute any instrument in the name of and on
behalf of the Corporation; such authority may be general or confined to specific instances. Unless so
authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent
or employee shall have any power or authority to bind the Corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose or for any amount.
Section 8.3.

Severability.

If any provision of these By-laws shall be held to be invalid, illegal, unenforceable or in conflict with theprovisions of the Corporation's Certificate of Incorporation, then such provision shall nonetheless be
enforced to the maximum extent possible consistent with such holding and the remaining provisions ofthese By-laws (including without limitation, all portions of any section of these By-laws containing any
such provision held to be invalid, illegal, unenforceable or in conflict with the Certificate ofIncorporation, that are not themselves invalid, illegal, unenforceable or in conflict with the Certificate ofIncorporation) shall remain in full force and effect.

12Section 8.4.

Construction; Definitions.

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the
General Corporation Law of Delaware shall govern the construction of these By-laws. Without limiting
the generality of this provision, the singular number includes the plural, the plural number includes the
singular, and the term "person" includes both a corporation and a natural person.
Section 8.5.

Dividends.

The Board of Directors, subject to any restrictions contained in the General Corporation Law of Delawareor the Certificate of Incorporation, may declare and pay dividends upon the shares of its capital stock.
Dividends may be paid only in cash or in property. The Board of Directors may set apart out of any of
the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may
abolish any such reserve. Such purposes shall include, but not be limited to, equalizing dividends,
repairing or maintaining any property of the Corporation, and meeting contingencies.
Section 8.6.

Consolidated Rules of the Chicago Mercantile Exchange Inc.

The affairs and operations of the Corporation in addition to being governed by the Delaware General
Corporation Law, the Certificate of Incorporation and these By-Laws, shall also be governed by theConsolidated Rules of Chicago Mercantile Exchange Inc. (the “CME Rules”). Where there exists any
inconsistency between the CME Rules and the General Corporation Law of the State of Delaware, theCertificate of Incorporation or these By-Laws, the General Corporation Law of the State of Delaware, theCertificate of Incorporation or these By-Laws shall govern to the extent of the inconsistency.
Section 8.7.

Transparency of Governance Arrangements

For purposes of the Company’s activities as a swap data repository, the Company shall maintain
governance arrangements that are transparent to support, among other things, the objectives set forth in
Section 21(f)(2) of the Act and Rule 91-507(8) as set forth by the Canadian Regulators and Section 2.4.1
of ASIC Derivative Trade Repository Rules 2013.

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