CHAPTER 1
MEMBERSHIP
100.

GENERAL101.

QUALIFICATIONS AND RESPONSIBILITIES102.

NON-MEMBER INVESTORSPROCEDURES FOR PURCHASE, SALE AND TRANSFER
103.

PURCHASE OF MEMBERSHIP AND MECHANICS OF PURCHASE
103.A. Purchase of Membership
103.B. Mechanics of Purchase

104.

SALE OF MEMBERSHIP105.

APPLICATION FOR MEMBERSHIP
105.A. Application Process for Members Accessing the Trading Floor
105.B. Application Process for Members Not Requesting Access to the
Trading Floor
105.C. Application for Floor Broker’s or Floor Trader’s License

106.

TRANSFERS, SECURITY TRANSACTIONS, AND AUTHORIZATIONS TO
TRANSFER OR SELL
106.A. Authorization to Sell
106.B. Security Transactions
106.C. Family Transfers
106.D. Futures Industry Transfers
106.E. Unconditional Bequests and Bona Fide Gifts of Membership
106.F. Clearing Member
106.G. Transfer to Wholly-Owned Entities
106.H. Trading Member Firm
106.I.

Affiliate Member Firm

106.J. Equity Member Firm
106.K. Transfer to a Trust
106.L. Transfer of Membership Created by the Membership Rights
Program
106.M. Transfer to Joint Tenants With Right of Survivorship
106.N. GEM Institutional Access Member Firm
106.O. Transfer of GEM Membership
106.P. Transfer to a Family Limited Partnership
106.Q. [Reserved]© Copyright Chicago Mercantile Exchange, Inc. All rights reserved.

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106.R. Electronic Corporate Member Firm
106.S. Family of Funds Member Firm
107.

APPROVAL OF APPLICANT

108.

[RESERVED]

109.

REJECTION OF APPLICANT110.

CLAIMS AGAINST MEMBERSHIP, APPLICATION OF PROCEEDS

111.-119.

[RESERVED]

PRIVILEGES AND RESPONSIBILITIES120.

MEMBERSHIP CATEGORIES

121.

MEMBERSHIP PRIVILEGES122.

MEMBERSHIP DUES AND ASSESSMENTS PAYABLE

123.

COMPLIANCE WITH THE COMMODITY EXCHANGE ACT124.

VIOLATIONS OF COMMODITY EXCHANGE ACT125.

GRATUITY FUND

126.

MEMBERSHIP EDUCATION PROGRAMS127.

TRADING AND SOLICITATION PRIVILEGES

128-129.

[RESERVED]

130.

REQUIRED NOTICES BY MEMBER FIRMS AND SUSPENSION OF MEMBERFIRM PRIVILEGESINVOLUNTARY SALE
131.

EXPULSION FOR FRAUD OR DISHONESTY PRIOR TO ELECTION TO
MEMBERSHIP

132.

SALE OF MEMBERSHIP AT DIRECTION OF REGULATORY AUTHORITY

133.

SALE OF MEMBERSHIP WHEN MEMBER DEFAULTS

134.

[RESERVED]

135.

GEM DIVISION

136.-194.

[RESERVED]

195.

MARKET MAKER AND INCENTIVE PROGRAMS© Copyright Chicago Mercantile Exchange, Inc. All rights reserved.

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Chapter 1
Membership
100.

GENERAL
Membership with full privileges in the CME Division shall be limited to 625; membership withfull privileges in the IMM Division shall be limited to 813; membership with full privileges in the
IOM Division shall be limited to 1287; and membership with full privileges in the GEM Division
shall be limited to 413. Membership in the Exchange is a privilege subject to transfer only as
authorized and on the conditions prescribed herein.

101.

QUALIFICATIONS AND RESPONSIBILITIESAny adult of good moral character, reputation and business integrity, with adequate financial
resources and credit to assume the responsibilities and privileges of membership, is eligible formembership in the Exchange. A determination as to whether an applicant for membership oran applicant for an incentive program satisfies the Exchange requirements shall be made by
the Membership Committee or by staff in the applicable department. A person approved formembership and an individual or entity approved for an incentive program shall be subject toall Exchange Rules. Notwithstanding a transfer of membership, a person shall continue to be
responsible for violations of Exchange Rules committed by him while he was a member andalso agrees to have any disputes, which arose while he was a member and which relate to or
arise out of any transaction upon the Exchange or membership in the Exchange, resolved inaccordance with Exchange Rules.

102.

NON-MEMBER INVESTORSA person may purchase a membership interest and be approved as a “Non-Member Investor”
in the Exchange. The person shall file an Application to become a Non-Member Investor with
the Membership Services Department (the “Department”). A Non-Member Investor ispresumed to know all the rules and regulations of the Exchange and agrees to abide by and be
subject to them. In the event that multiple individuals own a membership, such individuals
shall appoint a designated individual who shall have the authority to sell, lease, pledge orotherwise dispose of or encumber the membership. Further, in the event that a legal entity
owns a membership, such entity must provide the Department with appropriate corporate,
partnership or other legal documentation indicating who has authority to sell, lease, pledge orotherwise dispose of or encumber the membership and any other documentation requested by
the Department.

PROCEDURES FOR PURCHASE, SALE AND TRANSFER
103.

PURCHASE OF MEMBERSHIP AND MECHANICS OF PURCHASE
103.A.
Purchase of Membership
The prospective purchaser of a membership shall sign and file with the Department a Bid toPurchase which shall be guaranteed by: a) a clearing member of the Exchange; or b) the
deposit of a certified or cashier's check; or c) a wire transfer; or d) for swap transactions, thedeposit of a CME, IMM, or IOM membership and/or a wire transfer or a certified or cashier's
check. The Bid to Purchase shall contain an agreement by the purchaser to take no recourse
against the Exchange in the event his Application for Membership is rejected (except asprovided in Section 8c of the Commodity Exchange Act).
For Purposes of this Chapter 1, a membership in the Exchange may only be purchased inconjunction with the CME Group Class B Share coupled to such membership. References to a“membership” shall include the associated CME Group Class B Share.
103.B.
Mechanics of Purchase
The Department shall post the lowest offer to sell and the highest bid to purchase amembership in each Division. The Department shall match bids and offers and, in the event ofan agreement, shall promptly notify the purchaser and the seller. Within two business days ofsuch notification, the purchaser shall deposit with the Department the following:a. A check, payable to the Exchange, for a transfer fee in an amount set by Exchange staff;and© Copyright Chicago Mercantile Exchange, Inc. All rights reserved.

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b.

104.

(1) A wire transfer, or a certified or cashier's check, if not previously deposited, or a checkor a wire transfer from a clearing firm, payable to the Exchange, in the amount of thepurchase price or, (2) if the seller has filed a written consent, a CME, IMM, or IOM
membership if not previously deposited, owned free of any Rule 110 claims or any otherliens, representing partial or complete satisfaction of the purchase price, and constituting apartial or complete exchange of membership(s) to that extent. Pursuant to such an
exchange of membership(s), the purchaser and seller each must file an indemnificationagreement in favor of the Exchange from a clearing member by which the clearing
member agrees to pay all valid Rule 110 claims against the purchaser or the seller, as thecase may be, up to the value at the time of the exchange of the membership(s) transferredby such purchaser or seller.

SALE OF MEMBERSHIP
A membership in the Exchange may only be sold as provided for in the Rules. When theowner or the legal representative of an owner desires to sell a membership, he shall sign andfile with the Department an Offer to Sell, which shall set forth the price at which he is offering
his membership, and contain an agreement to the conditions of sale set forth in these rules.
Upon the sale of a membership, any and all membership privileges granted by these rules
shall terminate.

105.

APPLICATION FOR MEMBERSHIP
105.A.
Application Process for Members Accessing the Trading Floor
The applicant shall file an Application for Membership and the appropriate fee with the
Department. The applicant shall agree to take no recourse against the Exchange in the event
his application is rejected (except as provided in Section 8c of the Commodity Exchange Act),
set forth all financial arrangements made in connection with the proposed purchase or transferof the membership and agree to abide by the applicable rules and regulations of the Exchange
and all amendments thereto.
Upon completion of the foregoing, the Department shall notify the membership by posting for aperiod of 20 days of the name of the applicant, the seller, the purchase price and the transfer
type. The notice shall request the submission to the Department of claims against the seller ortransferor arising out of Exchange transactions or any other relationship regulated by the
Exchange.
During the posting period, the Department shall prepare a report on the qualifications of theapplicant.
The Short Form application of a member who is transferring onto a membership may beapproved by Exchange staff before the expiration of the posting period, provided the member
obtains an indemnification agreement in favor of the Exchange from a clearing member tocover Rule 110 claims up to the value of the membership at the time of the transfer.
An applicant who wishes to procure a membership by purchase, or by transfer, may do soeither prior or subsequent to approval for membership pursuant to Rule 107. An applicant who
has acquired a membership prior to approval for membership shall become a member uponsuch approval. An applicant approved for membership prior to acquiring a membership shallbecome a member if, within thirty calendar days after approval for membership, he procures amembership; otherwise his membership shall be deemed vacated and the Exchange shallretain the membership application processing fee. Extensions of the 30-day period in which
the applicant must acquire a membership may be granted by the Department.
105.B.
Application Process for Members Not Requesting Access to the Trading
Floor
The applicant shall file an Application for Membership and the appropriate fee with the
Department. The applicant shall agree to take no recourse against the Exchange in the event
his application is rejected (except as provided in Section 8c of the Commodity Exchange Act),
set forth all financial arrangements made in connection with the proposed purchase or transferof the membership and agree to abide by the applicable rules and regulations of the Exchange
and all amendments thereto.
The applicant may receive temporary membership privileges which do not permit trading floor
access upon the filing of a complete Application unless the Department has reason to believe© Copyright Chicago Mercantile Exchange, Inc. All rights reserved.

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that the applicant is not qualified for membership. An applicant that receives temporary
membership privileges shall be subject to all of the rules of the Exchange including the rules
related to the approval and rejection of an applicant. Such temporary membership privileges
will expire upon the earlier of: 1) sixty days after the temporary membership privileges are
granted; 2) a rejection of the applicant’s membership application by the Membership
Committee; or 3) notification that the application for membership has been approved. An
applicant who receives temporary non-trading floor membership privileges who issubsequently rejected for membership shall reimburse the Exchange for the difference
between trading and clearing fees paid by reason of the temporary membership status and thefees that would have been paid on the same transactions at the rates that would haveotherwise prevailed.
The Department shall notify the membership by posting for a period of 20 days of the name of
the applicant, the seller or transferor and the purchase price. The notice shall request thesubmission to the Department of claims against the seller or transferor arising out of Exchangetransactions or any other relationship regulated by the Exchange. During the posting period,
the Department shall prepare a report on the qualifications of the applicant.
The Application of a member who obtains a membership may be approved by the Department
before the expiration of the posting period, provided the member obtains an indemnificationagreement in favor of the Exchange from a clearing member to cover Rule 110 claims up to
the value of the membership at the time of purchase or transfer.
An applicant who has acquired a membership prior to approval for membership shall become amember upon such approval. An applicant approved for membership prior to acquiring amembership shall become a member if, within thirty calendar days after approval for
membership, he procures a membership; otherwise his membership shall be deemed vacatedand the Exchange shall retain the membership application processing fee. Extensions of the
30-day period in which the applicant must acquire a membership may be granted by the
Department.
105.C.
Application for Floor Broker's or Floor Trader's License
Each membership applicant seeking a Floor Broker’s or Floor Trader’s license shall apply forregistration as a Floor Broker or a Floor Trader with the National Futures Association.
Individuals not accessing the Trading Floor are not required to obtain Floor Broker or Floor
Trader registration.

106.

TRANSFERS, SECURITY TRANSACTIONS, AND AUTHORIZATIONS TO
TRANSFER OR SELL
Transfers of memberships may be made only in accordance with the following provisions. Allof the applicable procedures and requirements for the sale and purchase of a membership as
set forth in Chapter 1, including the provisions of Rule 110, shall apply to transfers made under
this rule. A transfer, reinstatement or revocation of a transfer shall not be completed until all
valid Rule 110 claims against a member are satisfied unless a properly completed
Indemnification Form is filed by a member’s qualifying clearing member.
106.A.
Authorization to Sell
An Authorization to Sell (“Authorization Agreement”) is a grant of authority by a member orapplicant for membership that may be used only for the purposes specified in Rule 106.B.
Authorization Agreements shall be effective only if executed on the form supplied by the
Exchange and filed with the Department. Authorization Agreements shall be irrevocablewithout the written consent of the grantee.
A member or applicant for membership who executes an Authorization Agreement relinquishes
his power to direct the sale of his membership. A grantee shall have all powers of sale that
otherwise would have been available to the grantor. The Exchange shall act at the grantee's
direction as if the grantee was the member-owner.
Private agreements between the grantor and the grantee shall not be recognized by the
Exchange and shall not affect the rights of the Exchange or its members. The grantee shall beentitled, in addition to any other rights he may have under Rule 110, to the residual proceeds
after all Rule 110 claims have been satisfied up to the amount of the outstanding debt owed.
106.B.
Security Transactions
A member, applicant for membership or a Non-Member Investor, may execute an© Copyright Chicago Mercantile Exchange, Inc. All rights reserved.

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Authorization Agreement, in favor of a clearing member, a financial institution or bank, or infavor of the member that financed the purchase of the membership and associated Class B
Share in order to secure any outstanding debt connected with that financing.
A member, applicant for membership or a Non-Member Investor may execute an Authorization
Agreement in favor of a member or clearing member to whom the member is indebted or may
become indebted by reason of transactions upon the Exchange in order to secure such current
or future debts.
106.C.
Family Transfers
A member or Non-Member Investor may temporarily transfer his membership to a member of
his immediate family who shall be subject to all Exchange rules and regulations. For purposesof this rule, immediate family members shall be limited to parents, siblings, children,
grandchildren, grandparents, fathers-in-law, mothers-in-law, sons-in law, daughters-in-law andspouses.
Rule 106.C transfers shall be subject to the following terms and conditions:
1. The transferor may revoke the transfer upon written notice filed with the Department.
2. The transferor shall have the right at any time to have the transferee disqualified fromtrading by giving notice to the transferee's qualifying clearing member, who in turn must
notify the Exchange pursuant to Rule 511.A.
3. The transfer shall be revoked and the membership shall revert to the transferor's estate orconservator upon official notice of the death or formally declared incompetence of thetransferor. However, the legal representative of a deceased member’s estate maytransfer his membership pursuant to this Rule 106.C. during the pendency of probate.
4. Upon a transferor’s expulsion from the Exchange, the transfer shall be revoked and themembership shall revert to the transferor who must sell the membership within 30 days.
5. Upon approval for membership, the transferee shall be treated as a member for all
purposes, except that the transferee shall have no authority to sell, transfer or assign themembership. The transferor shall be considered the member and an assignment of themembership for membership purposes pursuant to Rules 106.J. or 902 shall not beterminated by the transferee.
6. The transferor may sell the membership at any time in accordance with the provisions ofRule 104 or transfer the membership and associated Class B Share pursuant to Rule 106.
The proceeds of the sale of the membership and associated Class B Share will be
distributed to the transferor following the settlement of all claims pursuant to Rule 110.
7. The transferred membership may be sold in accordance with Rule 133, and the proceeds
may be applied as provided in Rule 110, to satisfy financial obligations of the transferee tothe Exchange, to another member or to a clearing member arising out of the transferee’s
use of the membership in the event that such financial obligations have not beenotherwise satisfied.
106.D.
Futures Industry Transfers
A member or Non-Member Investor may temporarily transfer his membership to anothermember who shall be subject to all Exchange rules and regulations.
Transfers under this section shall be subject to the following terms and conditions:
1. The transferor may revoke the transfer upon written notice filed with the Department.
2. The transferor shall have the right at any time to withdraw the authority of the transferee totrade on the membership by giving notice to the transferee's qualifying clearing member
and such clearing member must subsequently notify the Exchange pursuant to Rule
511.A.
3. The transfer shall be revoked and the membership shall revert to the transferor's estate orconservator upon official notice of the death or formally declared incompetence of thetransferor. However, the legal representative of a deceased member’s estate maytransfer his membership pursuant to this Rule 106.D. during the pendency of probate.
4. A transferor may not trade while on the trading floor.
5. The transferor may sell the membership at any time in accordance with the provisions ofRule 104 or transfer the membership pursuant to Rule 106. The proceeds of the sale ofthe membership will be distributed to the transferor following the settlement of all claims© Copyright Chicago Mercantile Exchange, Inc. All rights reserved.

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pursuant to Rule 110.
The transferred membership may be sold in accordance with Rule 133, and the proceeds
may be applied as provided in Rule 110, to satisfy financial obligations of the transferee tothe Exchange, to another member or to a clearing member arising out of the transferee’s
use of the membership in the event that such financial obligations have not beenotherwise satisfied.
7. The transferee must be qualified to trade by a clearing member acceptable to thetransferor. The transferor may not assign the membership for membership purposes
pursuant to Rules 106.J. or 902.
8. A transferee shall place all trades on the books of his qualifying clearing member unlesswritten authorization to the contrary from said clearing member and from the transferor
has been filed with the Department. Failure to adhere to the requirements of this rule andRule 511 shall exclude a clearing member not qualifying the transferee from receiving
proceeds under Rule 110.
9. Upon a transferor’s expulsion from the Exchange, the transfer shall be revoked and themembership shall revert to the transferor who must sell the membership within 30 days.
10. Except as provided in Rule 135, any transferee approved for membership pursuant to thisRule 106.D. after January 7, 1985, who was not a member as of January 7, 1985, shall be
eligible to execute trades only for his own account for a cumulative period of twelve (12)months following his or her election to membership unless exempted there from by theMembership Committee.
11. A lease entered into on or after February 1, 1996, which is terminated by a transferee prior
to its expiration date, shall be controlled by the following early cancellation payment
obligation:
6.

A transferee who unilaterally terminates a lease remains obligated to make the agreed
rental payments to transferor until the end of the term of the lease; however, transferee's
obligation to make such rental payments shall be reduced by the amount of rental
payments received by transferor if transferor is able to lease the membership to anotherperson during the remaining term of the original lease. Transferor must use his best
efforts to lease the membership to another person as soon as possible and at the highest
possible rental obtainable based on similar leases, if any, then being executed.
12. A lessor shall notify the Exchange, in a manner designated by the Exchange, of the termsof a new lease agreement or any renewal of a lease agreement within two (2) businessdays of the negotiation of the lease agreement, or renewal thereof. A lessor's failure tocomply with this Rule 106.D.12 may result in the issuance of a warning letter to the lessor.
A lessor may then be subject to an automatic fine of $500 and $1000 respectively for asecond and third violation of this rule within a rolling 12-month period from the issuance of
the warning letter. Repeated violations of this rule may be referred to a disciplinarycommittee.
13. For leases expiring on or after December 31, 2006, unless otherwise previously agreed toby the transferor and the transferee, notice must be provided by the parties of theirintention to continue a leasing arrangement at least ten (10) days prior to the expiration of
the current lease term. If either party fails to provide such notice, it is assumed that thelease will not be renewed upon its expiration. Terms of the renewal, if any, will be subject
to negotiation between the parties.
106.E.
Unconditional Bequests and Bona Fide Gifts of MembershipA member or Non-Member Investor may make a bona fide gift or bequest of membership. The
bona fide gift may be made only to immediate family members as defined in Rule 106.C.
Unless otherwise required by law, a letter affirming the gift or Letters of Office from the Probate
Court and a letter from the decedent’s personal representative allowing the transfer will be
required as a precondition of transfer.
106.F.
Clearing Member
A membership may be owned by a clearing member, or a person or an entity having an
acceptable proprietary interest in the clearing member. The membership may be transferredunder this Rule provided that: (1) the transfer is approved by Exchange staff; and (2) the© Copyright Chicago Mercantile Exchange, Inc. All rights reserved.

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transferee is approved pursuant to the rules of the Exchange.
106.G.
Transfer to Wholly-Owned Entities
A membership may be transferred to an entity which is wholly-owned by the member or his
immediate family members as that term is used in Rule 106.C. Transfers pursuant to thisauthorization shall be limited to transfers pursuant to Rules 106.C., D. or E.
A 106.G. transferee may assign the membership for membership purposes in accordance with
Rules 106.J. and 902 except in circumstances where the transfer has been made pursuant toRule 106.D.
106.H.
Trading Member Firm
A membership may be owned by, or two memberships may be leased by, a trading member
firm or, if the trading member firm is a pool or fund, the investment manager of the pool orfund. The memberships may be held in the name of the trading member firm or transferredamong its principals and employees provided that: (1) the transfer is approved by Exchange
staff; (2) the transferee is approved pursuant to the rules of the Exchange; and (3) the transfer
is for the legitimate business purposes of the firm. The firm shall have the right, at any time, towithdraw the authority of the transferee to trade on a membership owned or leased by the firm,
but must withdraw such authority upon termination of his employment or other association withthe firm. Notice of the withdrawal of the authority of the transferee to trade on a membership
owned or leased by the firm must be given to his qualifying clearing member who in turn must
notify the Department pursuant to Rule 511.A. The trading member firm shall designate on aform provided by the Exchange a representative who shall be authorized to deal with the
Exchange with respect to the membership transferred under this Section.
The proceeds of the sale of a membership which has been assigned in order to qualify a Rule106.H. trading member firm shall be subject to Rule 110 claims against both the owner of themembership and the Rule 106.H. trading member firm.
A Rule 106.H. membership may not be transferred pursuant to any other provision of Rule106. The membership may not be assigned for membership purposes under Rules 106.J. or
902.
Rule 106.H. trading member firm benefits apply only to the firm’s member firm trading and not
to the trading of any affiliates, subsidiaries or customers. All such positions of the trading
member firm must be carried by a clearing member(s) in accounts separate from positions ofaffiliates, subsidiaries, customers and other entities.
Any holder or transferee of a Rule 106.H. membership may not solicit or contact customers
from the floor of the Exchange unless the trading member firm is an Introducing Broker or
Futures Commission Merchant as those terms are defined in Section 1a of the Commodity
Exchange Act and/or 17 C.F.R. 1.3.
A Rule 106.H. trading member firm may not hold itself out to the public as a clearing member.
Exchange staff may grant exemptions from the requirements of this Rule.
106.I.
Affiliate Member Firm
An "affiliate" shall be defined to include a firm that either: owns, directly or indirectly, 100% of aclearing member with shares or Rule 106.J. equity member firm or has 100% ownership, direct
or indirect, in common with a firm that owns, directly or indirectly, 100% of a clearing member
with shares or Rule 106.J. equity member firm. “Clearing members with shares” means
clearing members that maintain CME Group Class A shares in accordance with CME Rule106.J. Equity Member Firm requirements in order to receive equity member rates and/or
clearing members that pay the monthly Equity Member Subscription Rate described in Rule106.J.
A membership may be owned by a clearing member with shares, or a Rule 106.J. equity
member or affiliate firm under this Rule. The membership may be held in the name of the firmor principals or employees of an affiliate and be transferred among its principals andemployees provided that: (1) the transfer is approved by Exchange staff; (2) the transferee isapproved for membership pursuant to the rules of the Exchange; and (3) the transfer is for thelegitimate business purposes of the firm. The affiliate firm shall have the right, at any time, towithdraw the authority of the transferee to trade on the membership owned by the clearing
member with shares, Rule 106.J. equity member or affiliate firm, but must withdraw such
authority upon termination of his employment or other association with the firm. Notice of the© Copyright Chicago Mercantile Exchange, Inc. All rights reserved.

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withdrawal of the authority of the transferee to trade on the membership owned by a clearing
member with shares, Rule 106.J. equity member or affiliate firm must be given to his qualifying
clearing member, and such clearing member must subsequently notify the Department
pursuant to Rule 511.A. The clearing member with shares, Rule 106.J. equity member oraffiliate firm shall designate on a form provided by the Exchange a representative who shall beauthorized to deal with the Exchange with respect to the membership held under this Section.
The proceeds of the sale of a membership which is used to qualify a Rule 106.I. affiliate
member firm shall be subject to Rule 110 claims against both the owner of the membershipand the Rule 106.I. affiliate member firm.
A Rule 106.I. membership may not be transferred pursuant to any other provision of Rule 106.
The membership may not be assigned for membership purposes under Rules 106.H., 106.J.,
106.R., 106.S. or 902.
Rule 106.I. firm benefits apply to the firm trading activity of any affiliate as defined in this Rulethat is registered with the Exchange. All such positions of the firm and its affiliates must be
carried by a clearing member(s) in accounts separate from positions of subsidiaries, customers
and other entities.
A Rule 106.I. affiliate member firm may not hold itself out to the public as a clearing member.
Exchange staff may grant exemptions from the requirements of this Rule.
106.J.
Equity Member Firm
A firm may qualify as an equity member firm if two CME memberships, two IMM memberships,
two IOM memberships, one GEM membership and 20,000 CME Group Class A Shares or, if
the equity member firm is a fund, pool or other collective investment vehicle, 30,000 shares,
are assigned for the firm’s membership privileges. A higher Division membership may besubstituted for a lower Division membership to satisfy these requirements:
A CME Rule 106.J. equity member firm (excluding a fund, pool or other collective investment
vehicle) shall at all times have assigned to it at least 30,000 CME Group Class A Shares if it isalso either: (a) a NYMEX clearing member with shares or NYMEX Rule 106.J. member firm or(b) a CBOT clearing member with shares or CBOT member firm that has a 20,000 sharerequirement. If the CBOT member firm has an 8,750 share requirement, the combined sharerequirement will be 28,750.
A CME Rule 106.J. equity member firm that is a fund, pool or other collective investment
vehicle shall at all times have assigned to it at least 45,000 CME Group Class A Shares if it isalso either: (a) a NYMEX clearing member with shares or NYMEX Rule 106.J. member firm or(b) a CBOT clearing member with shares or CBOT Rule 106.S. equity member firm.
A CME Rule 106.J. equity member firm (excluding a fund, pool or other collective investment
vehicle) shall at all times have assigned to it at least 40,000 CME Group Class A Shares if it isalso both: (a) a NYMEX clearing member with shares or NYMEX Rule 106.J. member firm and(b) a CBOT clearing member with shares or CBOT member firm that has a 20,000 sharerequirement. If the CBOT member firm has an 8,750 share requirement, the combined sharerequirement will be 38,750.
A CME Rule 106.J. equity member firm that is a a fund, pool or other collective investment
vehicle shall at all times have assigned to it at least 60,000 CME Group Class A Shares if it isalso both: (a) a NYMEX clearing member with shares or NYMEX Rule 106.J. member firm and(b) a CBOT clearing member with shares or CBOT Rule 106.S. equity member firm.
At least one CME, one IMM, one IOM and one GEM membership and 50% of the CME GroupClass A Shares required for equity membership pursuant to this Rule must be owned by theequity member or a person, including a parent company, with an acceptable proprietaryinterest in such equity member, or if the equity member firm is a fund, pool or other collective
investment vehicle, the investment manager of the fund, pool or other collective investment
vehicle. One CME, one IMM, and one IOM membership and 50% of the CME Group Class A
Shares required for equity membership may be independently assigned.
A member firm may pay an Equity Member Subscription Rate as published in the CME fee
schedule in lieu of holding CME Group Class A Shares referenced above. The Equity Member
Subscription Rate will be applied per member, per month, per Exchange. Member firms
choosing to pay the Equity Member Subscription Rate must file an application with the
Department. The Exchange will have discretion regarding applying the appropriate rate.

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If the fund management company is the equity member firm, it may designate a fund, pool orother collective investment vehicle fund within its family of funds to receive its membershipbenefits.
The memberships owned by the Rule 106.J. equity member firm or a person, including aparent company, with an acceptable proprietary interest in the equity member or theinvestment manager of a fund, pool or other collective investment vehicle may be transferredunder this Rule provided that: (1) the transfer is approved by Exchange staff; and (2) thetransferee is approved pursuant to the rules of the Exchange. The firm shall have the right, at
any time, to withdraw the authority of the transferee to trade on a firm-owned membership, butmust withdraw such authority upon termination of his employment or other association with thefirm. Notice of the withdrawal of the authority of the transferee to trade on a firm-owned
membership must be given to his qualifying clearing member who in turn must notify the
Department pursuant to Rule 511.A. The equity member firm shall designate on a form
provided by the Exchange a representative who shall be authorized to deal with the Exchangewith respect to the membership transferred under this Section.
The proceeds of the sale of a membership which has been assigned in order to qualify a Rule106.J. equity member firm shall be subject to Rule 110 claims against both the owner of themembership and the Rule 106.J. equity member firm.
A Rule 106.J. membership may not be transferred pursuant any other provision of Rule 106.
The membership may not be assigned for membership purposes under Rule 902.
Rule 106.J. equity member firm benefits apply to the equity member firm’s member firm trading
and the trading account of any 100% wholly owned subsidiaries of the equity member firm thatare registered with the Exchange. The Rule 106.J. equity member firm benefits do not apply tothe trading of any affiliates, parent companies or customers of the equity member firm. All such
positions of the equity member firm or its 100% wholly owned subsidiaries must be carried bya clearing member(s) in accounts separate from positions of affiliates, subsidiaries, customers
and other entities.
Any holder or transferee of a Rule 106.J. membership may not solicit or contact customers
from the floor of the Exchange unless the equity member firm is an Introducing Broker or
Futures Commission Merchant as those terms are defined in Section 1a of the Commodity
Exchange Act and/or 17 C.F.R. 1.3.
A Rule 106.J. equity member firm may not hold itself out to the public as a clearing member.
Exchange staff may grant exemptions from the requirements of this Rule.
106.K.
Transfer to a Trust

A member may transfer his membership to an Estate Planning Vehicle for which themember is the grantor. An Estate Planning Vehicle is a trust established primarily for the
benefit of the grantor’s family and friends and charitable beneficiaries. A membership properly
held within an Estate Planning Vehicle may be transferred to one successor Estate Planning
Vehicle for which the member is the grantor within one year of the member’s death. The
grantor (or the grantor's personal representative) and the trustee (and any successor) shallcomplete the trust transfer agreement and certification provided by Exchange staff. The
grantor shall comply with any request to produce the Estate Planning Vehicle or information
regarding the Estate Planning Vehicle made by Exchange staff.
If such a transfer is made by a bona fide gift or bequest, it shall also be subject tothe requirements of Rule 106.E.
The grantor's liability to the Exchange under Rule 439 shall continue with respect to any
claim arising out of an act or omission occurring prior to such transfer, and themembership will continue to be treated as the asset of the grantor for the purposes ofRule 439 and for otherwise meeting any obligations to the Exchange arising out of the
grantor's use of the membership prior to the transfer to the trust, including fines imposedwith respect to conduct occurring prior to the transfer.
A membership held pursuant to a transfer under this section may be assigned for membership
purposes under Rules 106.J. or 902 or reinstated to the transferor pursuant to this section.

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The transfer shall be revoked and the membership shall revert to the transferor upon
official notice to the Exchange that the trust has been revoked. The membership must betransferred out of the trust within 90 days of the closing of the member’s estate.
106.L.
Transfer of Membership Created by the Membership Rights Program
Exchange staff is authorized to allow the transfer of the ownership of record of any
membership created by the combination of four quarter memberships pursuant to theMembership Rights Program provided that the transferor and the transferee have eachcontinuously maintained at least a quarter interest in the membership from the date of the
combination of the membership.
106.M.
Transfer to Joint Tenants With Right of SurvivorshipA member may transfer his membership to himself and a member of his immediate family, as
defined in Rule 106.C., as joint tenants with right of survivorship.
The joint tenants shall designate on a form provided by the Exchange which one of them shallbe authorized to deal with the Exchange with respect to the membership transferred under thisSection. The designee must qualify for membership by satisfying the requirements of Chapter
1 of these rules, and shall be treated as a member for all purposes. In the designation form,
the joint tenants shall acknowledge that the designee shall have the exclusive right to transfer
the membership or to execute an Authorization to Sell pursuant to Rule 106.A. and that the
Exchange shall have no liability to the non-designee in the event of such transfer or execution
or the mishandling of the membership by the designee. The joint tenants may at any timechange such designation in writing signed by both of them, and each such change shall bedeemed a transfer for the purposes of these rules. Upon such change in designation, the new
designee must qualify for membership by satisfying the requirements of Chapter 1 of theserules.
Whether or not the transferor is the designee, the transferor's liability to the Exchange under
Rule 439 shall continue with respect to any claim arising out of an act or omission occurring
prior to a transfer under this rule, and the membership will continue to be treated as an assetof the transferor for the purposes of Rule 439 and for otherwise meeting any obligations to the
Exchange arising out of the transferor's use of the membership prior to such transfer, including
fines imposed with respect to conduct occurring prior to the transfer.
Upon receipt of satisfactory proof of the death of a joint tenant, the Exchange will transfer themembership to the survivor.
Upon receipt by the Exchange of written notice signed by both joint tenants terminating joint
ownership of the membership transferred under this section and instructing the Exchange totransfer the membership to one of the joint tenants as sole owner, the Exchange shall transfer
such membership pursuant to such instructions.
A membership held pursuant to a transfer under this section may not be assigned formembership privileges under Rules 106.J. or 902.
106.N.
GEM Institutional Access Member Firm
A GEM membership may be owned by a GEM Institutional Access member firm. The
membership may be held in the name of the member firm or may be transferred to a principal
or employee of the member firm and transferred among its principals and employees provided
that: (1) the transfer is approved by Exchange staff, (2) the transferee is approved pursuant to
the rules of the Exchange; (3) the transfer is for the legitimate business purposes of the firm;and (4) the firm is not engaged in futures customer business with U.S. customers. The firmshall have the right, at any time, to withdraw the authority of the transferee to trade on themembership, but must withdraw such authority upon termination of his employment with thefirm. Notice of the withdrawal of the authority of the transferee to trade on the membershipmust be given to the Department. The member firm shall designate on a form provided by the
Exchange a representative who shall be authorized to deal with the Exchange with respect tothe membership transferred under this Section.
A Rule 106.N. membership may not be transferred pursuant to any other provision of Rule106. The membership may not be assigned for membership purposes under Rules 106.J. or
902.
Rule 106.N. member firm benefits apply only to the firm’s member firm trading and not to the
trading of any affiliates, subsidiaries or customers. All such positions of the member firm must

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be carried by a clearing member(s) in accounts separate from positions of affiliates,
subsidiaries, customers and other entities.
A Rule 106.N. firm may not hold itself out to the public as a clearing member.
106.O.
Transfer of GEM Membership
Ownership of record of a GEM membership that was formed by the combination of GEM
fractional interests may be transferred to any of the members whose fractional interests werecombined to form that GEM membership.
106.P.
Transfer to a Family Limited PartnershipA member may transfer his membership to a Family Limited Partnership ("FLP") with respect
to which all partners are members of the member’s family who would be eligible for a familytransfer from the member pursuant to Rule 106.C. The limited partnership agreement or otherdocument(s) governing the FLP shall at all times prohibit transfers of an interest in the FLP to
any person who is not eligible pursuant to Rule 106.C and shall state that (1) the FLP's interestin the membership shall at all times be subject to all of the rules of the Exchange, as may beamended, including, but not limited to, Rule 110 and, if the membership is assigned to amember firm for membership purposes, Rules 106.J. and 902; (2) management of the FLP
shall be vested exclusively in a managing general partner, who must qualify for membership bysatisfying the requirements of Chapter 1 of these rules; and (3) the Exchange shall have noliability to the partners for any loss, damage, or expense resulting from any acts or omissions
by the managing general partner or any person acting by or through the authority of a generalpartner. The transferor and the managing general partner (and any successor) shall eachprovide in the form provided by the Exchange a certification that the FLP acquires themembership subject to all of the rules of the Exchange and that the FLP is in compliance withthe requirements of this Rule. The FLP also may transfer the membership back to thetransferor.
If the transfer of a membership to the FLP is made by a bona fide gift or bequest, it shall also
be subject to the requirements of Rule 106.E.
Transfer of a membership pursuant to this rule shall not relieve the transferor of any liability to
the Exchange under Rule 439 with respect to any claim arising out of an act or omission
occurring prior to such transfer, and the membership will continue to be treated as the asset of
the transferor for the purposes of Rule 439 and for otherwise meeting any obligations to the
Exchange arising out of the transferor’s use of the membership prior to the transfer to the FLP,
including fines imposed with respect to conduct occurring prior to the transfer.
A membership held pursuant to a transfer under this section may be assigned for membership
purposes under Rules 106.J. and 902.
106.Q.
[Reserved]
106.R.
Electronic Corporate Member Firm
A membership may be owned by, or two memberships may be leased by, an electronic
corporate member firm. The membership must be held in the name of the firm. The electronic
corporate member firm shall designate on a form provided by the Exchange a representative
who shall be authorized to deal with the Exchange with respect to such memberships.
A Rule 106.R. membership may not be transferred pursuant to any other provision of Rule106. The membership may not be assigned for membership purposes under Rules 106.J. or
902.
Rule 106.R. benefits apply only to an electronic corporate member firm’s member firm trading
and not to the trading of any affiliates, subsidiaries or customers. All such positions of theelectronic corporate member firm must be carried by a clearing member(s) in accounts
separate from positions of affiliates, subsidiaries, customers and other entities.
A Rule 106.R. electronic corporate member firm may not hold itself out to the public as aclearing member.
106.S.
Family of Funds Member Firm
A membership may be owned under this Rule by: (1) a clearing member or Rule 106.J. equity
member firm that is a hedge fund or a fund management company; (2) a fund managementcompany of a clearing member or Rule 106.J. equity member firm; or (3) a fund that is part of
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may be held in the name of the fund management company or an approved fund and may betransferred to a principal or employee of the fund management company or an approved fundand be transferred among their principals and employees provided that: (i) the transfer isapproved by Exchange staff; (ii) the transferee is approved pursuant to the rules of the
Exchange; and (iii) the transfer is for the legitimate business purposes of the fundmanagement company or fund. The fund management company or the fund shall have theright, at any time, to withdraw the authority of the transferee to trade on the membership, butmust withdraw such authority upon termination of his employment or other association with thecompany. Notice of the withdrawal of the authority of the transferee to trade on themembership must be given to his qualifying clearing member who in turn must notify the
Department pursuant to Rule 511.A. The fund management company or the fund shalldesignate on a form provided by the Exchange a representative who shall be authorized todeal with the Exchange with respect to the membership transferred under this Section.
The proceeds of the sale of a membership which is used to qualify a Rule 106.S. family offunds member firm shall be subject to Rule 110 claims against both the owner of themembership and the Rule 106.S. family of funds member firm.
A Rule 106.S. membership may not be transferred pursuant to any other provision of Rule 106.
The membership may not be assigned for membership purposes under Rules 106.J. or 902.
For each CME, IMM or IOM membership owned by such fund management company or fundover the requirement needed to qualify as a clearing or Rule 106.J. equity member firm, Rule106.S. benefits shall apply to the trading activity of up to five funds within the family of funds
managed by the fund management company. All positions of each fund must be carried by aclearing member(s) in accounts separate from positions of affiliates, subsidiaries, customers
and other funds within the family of funds.
A Rule 106.S. family of funds member firm may not hold itself out to the public as a clearing
member.
Exchange staff may grant exemptions from the requirements of this Rule.

107.

APPROVAL OF APPLICANT
Department staff shall review and approve applicants for membership on the Exchange. Suchapproval shall be based upon admission criteria established by the Membership Committee.
The Membership Committee shall review applicants for membership not meeting the staffadministered admission criteria.
Department staff shall inquire into and be satisfied with respect to the reputation and financial
responsibility of the applicant and the details of the financial arrangements made in connection
with the purchase or transfer of the membership. After review of all of the information, adecision shall be made as to whether the applicant is qualified for membership.
An applicant not approved for membership by Department staff shall be referred to a panel ofthe Membership Committee. A panel of the Membership Committee shall consist of two
members and a chairman, who shall have a vote. A unanimous vote of the panel is required
for approval of the applicant.
An applicant approved for membership either by Department staff or the Membership
Committee, as applicable, shall assume the responsibilities and privileges of membership oncea membership is obtained.

108.

[RESERVED]

109.

REJECTION OF APPLICANT
If an applicant is rejected by the Membership Committee panel, the applicant may appeal thedecision to the full Membership Committee. The Membership Committee shall decide, bymajority vote, whether the applicant is qualified for membership. The decision of theMembership Committee shall be final. An applicant rejected by the Membership Committee
may be reconsidered for membership if new or additional information is subsequently brought
to the attention of the Membership Committee. If an applicant is rejected for membership or if
for any reason his application is withdrawn, the Exchange shall retain the processing fee andthe applicant shall assume all risk of gain or loss from the resale of any membershippurchased by him prior thereto.
If the applicant executed and filed an Authorization to Sell pursuant to Rule 106.A. with the© Copyright Chicago Mercantile Exchange, Inc. All rights reserved.

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Department in connection with the financing of the purchase of a membership, then theproceeds of any sale of such membership shall be paid to the grantee, up to the amount of thedebt, including interest.

110.

CLAIMS AGAINST MEMBERSHIP, APPLICATION OF PROCEEDSFor the purposes of this rule "sale" shall include a sale made pursuant to Rule 104 or atransfer made in accordance with the provisions of Rule 106; "seller" shall include owners of amembership and firms that have membership privileges pursuant to Rules 106. F., G., H., I., J.,
N., R. or S.; and “claim” shall be limited to claims involving incidents that occurred prior to thesale of the membership and which arose in connection with Transactions on the Exchange ormembership in the Exchange. For purposes of this Rule, “Transactions on the Exchange” shall
include, but are not limited to, transactions receiving preferential clearing fees as a result of themembership, regardless of the party entitled to receipt of such preferential fees. Claims
resulting from conduct subsequent to the sale of a membership may not be asserted againstthat membership or its proceeds. All claims against the membership or proceeds resulting
from the sale of the membership shall be submitted in writing to the Department within 20 daysof the posting of notice of the sale of said membership. At the conclusion of the 20-day claim
filing period, authorized Exchange staff shall conduct an investigation of all claims properly
filed against the membership sale or its proceeds. This investigation shall be completed within
20 days unless the investigation cannot be resolved within that period.
The total proceeds of the sale, or in the case of a transfer, the value at the mid-point of the bidoffer spread as of the date of the transfer, of the membership shall be applied to the following
purposes and in the following order of priority:
a. Payment of all 1) debts owed to the Clearing House, if the membership transferred was
assigned to the Clearing House pursuant to Rule 902; and 2) dues, fines, contributions,charges and other indebtedness owed to the Exchange or the CME Gratuity Fund;b. Payment of any indebtedness to the clearing member who last qualified the selling
member prior to the sale arising out of: (i) a pledge of such membership as collateral
security on such indebtedness, or (ii) a deficit which authorized Exchange staff determines
to have arisen directly out of Transactions on the Exchange;c. Payment of amounts due to other clearing members on claims filed which authorized
Exchange staff determines to have arisen directly out of Transactions on the Exchange;
d. Payment of amounts due to members and member firms on claims filed which authorized
Exchange staff determines to have arisen directly out of Transactions on the Exchange;
ande. Payment of amounts due to public customers of the seller or public customers of any party
receiving preferential clearing fees as a result of the membership based on claims filed bysuch customers or based on reports of the Market Regulation Department, which claims
are determined by authorized Exchange staff to be based upon misappropriation ofcustomer funds, improperly executed transactions, unpaid credit balances, or other similar
matters, directly related to Transactions on the Exchange.
No other claims against the proceeds of the sale of a membership shall be recognized andadministered by the Exchange except where the seller gives the Exchange permission to use
the proceeds to pay an outstanding tax lien, but the creditors of the seller of a membership not
falling in the foregoing categories may pursue other legal means of securing payment of their
obligations.
Authorized Exchange staff shall make a final determination of all claims filed in time orreported by the Market Regulation Department and the Department against the proceeds ofthe sale of a membership.
Except as provided in Rule 913 or where Exchange staff is aware of an outstanding tax lien,
Exchange staff shall make a distribution of such proceeds within 40 days after receiving
notification and confirmation of the sale of the membership, unless claims to the proceeds are
not resolved within that period. If, however, at such time an Exchange disciplinary proceeding
is pending against the seller or any party receiving preferential clearing fees as a result of themembership, or, based upon a pending investigation, is highly probable, or if a legal
proceeding, in respect to which the indemnification provisions of Rule 439 would operate, ispending, has been announced or is highly probable, then the Exchange staff shall retain so© Copyright Chicago Mercantile Exchange, Inc. All rights reserved.

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much of the proceeds as determined by staff in order to satisfy such obligations until such timeas the pending matter is concluded.
Distribution of proceeds shall be made by the payment of claims in the categories listed in thisrule to the extent the proceeds from the sale are sufficient to meet those obligations. If theproceeds of the sale of a membership are insufficient to pay all amounts determined to be due
under the categories listed in this rule, the proceeds shall be applied to pay the full amounts
determined to be due under subparagraphs a, b, c, d and e in the priority named. If theproceeds are insufficient to pay the amounts determined to be due under any priority, theclaims due under that priority shall be paid pro rata, and the remaining priorities shall be left
unpaid. In determining the amount of any claim, the Exchange staff shall first deduct the fair
cash value of any collateral held by that claimant. Creditors of the seller of a membership
whose obligations are not fully satisfied pursuant to this paragraph may pursue other legalmeans of securing payment of their obligations.
The surplus, if any, shall be paid to the person whose membership was sold or his legal
representative or a 106.A.-B. grantee, as applicable, upon the execution of a satisfactoryrelease. The Exchange staff’s determination and allowance of claims hereunder shall be final.
The death, incompetence, expulsion, suspension, insolvency or bankruptcy of a member shallnot affect the rights of claimants under this rule.

111.— 119. [RESERVED]
PRIVILEGES AND RESPONSIBILITIES120.

MEMBERSHIP CATEGORIES
There are four categories of membership: CME, IMM, IOM and GEM. CME Division
membership privileges extend to all CME products; IMM Division membership privileges arelimited to products assigned to that Division, the IOM Division and the GEM Division by the
Board; IOM Division membership privileges are limited to products assigned to that Divisionand the GEM Division by the Board; and GEM Division membership privileges are limited to
products assigned to that Division by the Board. CME, IMM, IOM and/or GEM members may
also be granted Expanded-Access Product privileges in connection with designated products
listed by CBOT.
A member who trades products on Globex in which he does not have membership privileges is
not entitled to member’s rates for such trades.

121.

MEMBERSHIP PRIVILEGESMembership in the Exchange entitles the member to certain privileges including the right:
a. To access the trading floor if properly qualified by a clearing member;b. To act as a Floor Broker and/or Floor Trader in accordance with Exchange rules; andc. To receive member or lessee fee rates in accordance with Exchange requirements.

122.

MEMBERSHIP DUES AND ASSESSMENTS PAYABLE
Dues and other amounts owed to the Exchange, including CME Gratuity Fund dues andassessments, are payable upon receipt of the invoice. Members in arrears 60 days after the
invoice date may forfeit all membership privileges, including the privilege of accessing the floor
and reduced clearing and trading fees, including Globex fees. Exchange staff shall use
reasonable efforts to notify the member before any privileges are forfeited.
Each permit holder’s employing clearing member is responsible for the payment of the permit
holder’s dues, fees and assessments.

123.

COMPLIANCE WITH THE COMMODITY EXCHANGE ACT
All members of the Exchange shall comply with the provisions of the Commodity Exchange Act
and the rules and regulations duly issued pursuant thereto by the CFTC, including the filing ofreports, maintenance of books and records, and permitting inspection and visitation by duly
authorized representatives of the CFTC.

124.

VIOLATIONS OF COMMODITY EXCHANGE ACT© Copyright Chicago Mercantile Exchange, Inc. All rights reserved.

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Within a reasonable time following the receipt of final notice under Section 6(c) of theCommodity Exchange Act from the CFTC that any person has been found guilty of violating
the provisions of the Commodity Exchange Act, Exchange staff shall take the necessary action
to effectuate the order of the CFTC, as applicable, and shall report such action to the Board.

125.

GRATUITY FUND
Every person becoming a member of the Exchange who is not leasing a membership andevery person becoming a member of any Division of the Exchange, whether now or hereafter
existing, who at the time of his admission has not attained his 55th birthday, shall automatically
become a member of Chicago Mercantile Exchange Inc. Gratuity Fund and shall be required to
pay the initial fee and all assessments imposed, in compliance with the by-laws of said Gratuity
Fund and shall be bound by said by-laws and all amendments thereof and by such other rules
and regulations as may be adopted by the Board of Directors of the Exchange or the Gratuity
Fund in conformity with such by-laws. Every person who becomes a member of the Gratuity
Fund shall be required to continue as a member thereof so long as he continues as a memberof the Exchange or any of its Divisions.

126.

MEMBERSHIP EDUCATION PROGRAMS
A member’s right to access the trading floor requires that he first attend an initial educational
program respecting CFTC and Exchange trading rules, federal, Exchange, and administrative
sanctions for violating rules, and members’ legal and professional responsibilities concerning
treatment of customer orders and handling of customer business.
Continued access requires members to comply with the ethics standards set forth in Appendix
B to Part 3 of the CFTC’s Regulations-Statement of Acceptable Practices, or any equivalent
ethics training.

127.

TRADING AND SOLICITATION PRIVILEGES1
A member shall have the right, subject to the rules of the Exchange, to trade as principal andas broker for others by open outcry only with respect to products assigned to his membershipdivision or designated Expanded-Access Products. The Exchange shall designate the CME
products which CME and CBOT members may solicit from the combined CME and CBOT
trading floor. In order to solicit customer business, the member must have proper industry
registration. All solicitations must take place from the trading floor or the premises of an entity
registered to conduct customer business. Solicitations occurring from the premises of an entity
registered to conduct customer business must be on behalf of the entity or one of its properly
registered affiliates and such entity or affiliate must be an NFA member if required by NFA
rules.

128-129.

[RESERVED]

130.

REQUIRED NOTICES BY MEMBER FIRMS AND SUSPENSION OF MEMBERFIRM PRIVILEGESRule 106.H., I., J., N., R., and S. member firms shall notify the Financial and Regulatory
Surveillance Department prior to any proposed merger, acquisition, consolidation,
combination, sale, or any other change of ownership involving such Rule 106.H., I., J., N., R.,
or S. firm.
Rule 106.H., I., J., N., R., and S. member firms shall notify the Financial and Regulatory
Surveillance Department in a timely manner of any material change in key personnel who areresponsible to act on behalf of the member firm.
If any Rule 106.H., I., J., N., R., or S. firm:•
has notified the Exchange or the Exchange otherwise becomes aware of a significant
event as defined in Rule 442; or•that is an FCM fails to meet CFTC minimum financial requirements in the opinion of
the Financial and Regulatory Surveillance Department; or•neglects to promptly furnish a statement upon request,

1

Adopted April 2008.

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membership privileges of the Rule 106.H., I., J., N., R., or S. firm may be suspended, subject
to approval of any two of the following individuals: the Chief Executive Officer, Global Head ofClearing & Post-Trade Services, or the Chairman of the Board. Any two of these individuals
may reinstate the membership privileges of such a suspended member firm, in their discretion,
if the suspended member firm provides evidence satisfactory to the Financial and Regulatory
Surveillance Department of its financial responsibility or that it meets CFTC minimum financial
requirements.

INVOLUNTARY SALE
131.

EXPULSION FOR FRAUD OR DISHONESTY PRIOR TO ELECTION TO
MEMBERSHIP
A member or a firm with membership privileges who is found guilty of fraud or dishonest
conduct by any court, commodity or securities exchange or related clearing organization, theSecurities and Exchange Commission, the Commodity Futures Trading Commission or the
securities commission or equivalent authority of any state, territory, the District of Columbia or
foreign country, the National Futures Association, the Financial Industry Regulatory Authority,or any self-regulatory or regulatory organization prior to becoming a member and of failing to
make full disclosure thereof in his or its application for membership, or who is found guilty of
having made a false statement of a material fact in or in connection with his or its application,
may be expelled from membership in the Exchange by a Panel of the Business Conduct
Committee.

132.

SALE OF MEMBERSHIP AT DIRECTION OF REGULATORY AUTHORITY
If the Exchange is apprised by a regulatory authority with jurisdiction over the owner of amembership that said membership was obtained unlawfully based on the laws of thejurisdiction in which the owner of a membership is located or where the regulatory authority
directs that the owner of the membership relinquish ownership, the Chief Executive Officer
may order the membership to be sold and the proceeds applied as provided in Rule 110. If,
within 30 days of such order of sale, the owner voluntarily sells the membership, the orderedsale of the membership shall be cancelled. If the membership is not sold by the owner within
30 days of the order, then the membership involved shall be sold by the Exchange to thehighest bid on file with the Department for such membership upon the opening of the seat salemarket on the sixth business day after expiration of the 30-day period.

133.

SALE OF MEMBERSHIP WHEN MEMBER DEFAULTS
If Exchange staff determines that a member or a firm that has membership privileges is indefault upon any financial obligation due to the Exchange or any financial obligation to anothermember or to a clearing member in connection with transactions on the Exchange, the Chief
Executive Officer may order the membership of the defaulting member or firm sold and theproceeds applied as provided in Rule 110. If, within 30 days of such order of sale, thedefaulting member or firm satisfies the indebtedness and provides proof of such satisfaction tostaff, the ordered sale of the membership shall be cancelled. If full payment is not made within
the 30-day period, then the membership involved shall be sold by the Exchange to the highest
bid on file with the Department for such membership upon the opening of the seat sale market
on the sixth business day after expiration of the 30-day period. If the proceeds from the sale
are less than the indebtedness of the defaulting member or firm, such debtor shall remain
liable to the Exchange or its members or clearing members for the deficit.

134.

[RESERVED]

135.

GEM DIVISIONA GEM member who trades electronically or places orders for pit- or electronically-tradedproducts in which he does not have membership privileges is not entitled to member rates forsuch trades. The time during which a GEM membership is held will not be counted towardsatisfaction of the holding period necessary to permit lessees to become order fillers unlessthe holder can demonstrate that he was primarily engaged in active trading or order filling in
GEM Division products during that holding period.

136.-194.

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195.

MARKET MAKER AND INCENTIVE PROGRAMSThe Exchange may approve the implementation of market maker or incentive programs (eachindividually a “Program” or collectively, “Programs”) from time to time or modifications toexisting Programs. The terms and conditions of each individual Program will be set forth inseparate regulatory filings submitted to the Commodity Futures Trading Commission (“CFTC”
or “Commission”). This Rule 195 contains terms and conditions that are generally applicable to
the Exchange’s administration of the Programs.
Any person, entity, or firm that is accepted as a participant in any of the Exchange’s Programs
shall be subject to Exchange Rules as one of the Program terms and conditions (each such
person, entity, or firm a “Participant”).
195.A.
Restriction on Non-Public Knowledge
With the exception of allowable privately negotiated transactions and orders executed inaccordance with Rule 539.C., an individual responsible for performing the duties of a market
maker in which the Participant would be required to maintain two-sided markets in products
designated by the Exchange, may not accept, hold or in any manner have possession or nonpublic knowledge of orders for any other person, including knowledge of customer orders, inthe same or a related market. All contract months in the product and any related futures or
options contracts, in addition to any corresponding mini-sized futures or options contracts shallbe considered to be the same or a related market for purposes of this Rule.
195.B.
Program Terms and Conditions
1. Authority.
The Exchange shall have the sole authority to determine the qualifications, eligibility, productscope, start and end date, requirements, restrictions, obligations, and incentives of each
Program (“Program Terms”) and whether an applicant or current Participant meets or has met
the Program Terms. The Exchange reserves the right in its sole discretion to apply andinterpret Program Terms and modify Program Terms. The Exchange has sole discretion todetermine whether a Participant is admitted into or continues participation in any Program.
2. Registration, Documentation, Accounts and Information.
The Exchange may require the Participant to provide and/or execute documentation, including
but not limited to applications, bid sheets and/or agreements (collectively, “Documents”)
containing the Program Terms or other participant information prior to admission or continued
participation in a Program. Where Documents are required, they must be submitted inaccordance with any specified requirements set forth by the Exchange. The implementation or
modification of a Program is subject to all applicable regulatory processes and certification with
the CFTC, and the completion of such processes and certification are conditions precedent to
the effectiveness of any Document.
All information supplied by the Participant concerning the Participant, its principals, and allother information set forth in its Documents must be true, correct and complete. Submission ofincomplete, incorrect, or false information may subject the Participant to Exchange disciplinary
action. The Participant agrees to notify the Exchange in writing of any material changes withrespect to the information that take place after the Participant has submitted its Documents
and, if accepted into the Program, for the duration of the Participant’s participation in the
Program.
The Participant must provide the Exchange with any required information including, without
restriction, any account information, and register such accounts with the Exchange in order tobe eligible to participate in the Program. Participant accounts must be registered with the
Exchange for each Program into which a Participant is admitted. Any Participant that has notprovided account information on a timely basis may not be eligible to receive incentives in the
Exchange’s sole discretion.
The Participant shall promptly notify the Exchange in writing if the Participant: (i) merges withor acquires, in whole or in part, any separate trading entity, or (ii) is acquired, in whole or inpart, by any separate entity.
3. Monitoring of Participant Activity.
The Exchange shall have the right to monitor the Participant’s activity to ensure compliancewith the Program Terms.

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4. Incentives.
The Exchange has the sole and final determination as to any rankings, calculations, accrual,and disbursement of incentives. Apart from the specific fee incentives listed in the Program, inany, all fees associated with transacting on the Exchange will continue to apply at theapplicable standard rates.
5. Exchange Right to Terminate Participation.
The Exchange may terminate a Participant’s status in a Program in its sole discretion,
including but not limited to the following circumstances: (a) the Participant no longer meets thequalifications or eligibility requirements of the Program or has failed to meet any applicable
Program obligations; (b) the Participant violates any of the Rules; (c) the Participant takes any
action or engages in any omission that, in the Exchange’s sole discretion, has an adverse
effect on, or damages the reputation of, the Exchange, the Program’s products, or any of the
Exchange’s trading and/or clearing venues; (d) such termination is necessary, in the sole
discretion of the Exchange, to comply with any applicable law or regulation, or any otheragreement, legal proceeding, investigation or settlement to which the Exchange, or any of its
affiliates, is a party or which may affect the Exchange or any of its affiliates; (e) the Exchange
is asked or required to terminate or modify the applicable Program by the Commission or its
staff, or any other regulatory body or its staff with jurisdiction over such matters; (f) the
Participant ceases doing business as a going concern; (g) the Participant files any petition
under the Federal Bankruptcy Act or any state insolvency law, becomes insolvent, has an
involuntary petition in bankruptcy filed against it or has a receiver appointed for it or its
property; (h) the Participant fails to maintain an appropriate clearing arrangement with an
Exchange clearing member firm; or (i) the Exchange delists the products under the applicable
Program, upon the effective date of such delisting.
6. Delisting of Program Products.
To the extent that additional products included in the applicable Program have not beendelisted, the applicable Program shall remain in effect with respect to the remaining listed
products unless otherwise terminated by the Exchange.
7. Limitation of Liability.
The Exchange shall not have any liability to Participant or any third party with respect to its
administration of a Program, and the exclusive remedy of Participant for any claim under a
Program will be termination of the applicable Document for enrolment in a Program andParticipant’s participation in a Program. The Exchange and its partners, directors, officers,
employees, shareholders and agents shall not be liable to Participant, or to any third party, forany damages, whether actual, direct, indirect, incidental, special or consequential, of any typewhatsoever, arising out of or relating in any manner to the administration of a Program, theProgram Terms, and the applicable Document for enrolment in a Program. For the avoidanceof doubt, the liability of the Exchange for any event not related to the administration of theProgram shall be limited by Rule 578 and any related dispute shall be subject to the arbitration
requirements of Rule 578.
195.C.
Priority
Nothing in this Rule shall alter or waive a Participant’s responsibility to comply with theprovisions of the Commodity Exchange Act (“CEA” or “Act”) and the rules and regulations duly
issued pursuant thereto by the CFTC, including the filing of reports, maintenance of books andrecords, and permitting inspection and visitation by duly authorized representatives of the
CFTC.
195. D.
Participant Compliance
If a Participant is accepted into a Program, the Participant must comply with all applicable
Program Terms, Exchange Rules, Exchange Fee Policy Bulletins, and Exchange policies
located on CME Group Inc.’s website at www.cmegroup.com, including all amendments
thereto.

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