83/21/2886 12:00 123456 1ADG PAGE 82/82

HEDGE

Street
HedgeStreet’s rules, and amendments thereto, either approved by, or filed
with the Commission.

HEDGESTREET, INC

py SIrphomar Fok

‘Name: Stephanie Ford

Title: Vice President, Legal & Compliance
Date: March 15, 2006

CBOE Nl, LLC and Norwest hereby confirm and certify that their respective
ownership interests cannot in any way limit or affect HedgeStreet’s authority to
certify as set forth above. CBOE I], LLC and Norwest acknowledge HedgeStreet
has the authority to sign this certification on behalf of HedgeStreet.

CBOE Il, LLC

By:

Name:

Title:

Date:

NORWEST
»kbirrs. LZ. Zegy—
nanetfanes R Waswe / SeniseTM STIL.

ride. erzute frome. mavinsrnle PAT iat
Date: *Wisfoosé

1825 8. Grane Street
Sune $00
Son Mateo, CA 94402

wr hedgontrect.com Pen O50.59825c1


HEDGE
Street

HedgeStreet’s rules, and amendments thereto, either approved by, or filed
with the Commission.

HEDGESTREET, INC

ny Stephane FoR

Name: Stephanie Ford

Title: Vice President, Legal & Compliance
Date: March 15, 2006

CBOE II, LLC and Norwest hereby confirm and certify that their respective
ownership interests cannot in any way limit or affect HedgeStreet’s authority to
certify as set forth above. CBOE II, LLC and Norwest acknowledge HedgeStreet
has the authority to sign this certification on behalf of HedgeStreet.

CBOE N,LLC

by Sa
Name. Fo reick SN Fay
Title PB ee Berne

Date_ Lacey 1?, POE

NORWEST
By:

Name:
Title:

Date:.

wiew hedgestrest.com

1825 S, Grant Street

‘Ban Mateo, CA S402
Tot: 960:638.3500
Fax: 060,898.2801


HEDGE
Street

March 21, 2006

VIA EMAIL: secretary@cftc.gov

Ms. Jean A. Webb

Secretary of the Commission

Commodity Futures Trading Commission
3 Lafayette Centre

1155 21st Street, N.W.

Washington, D.C. 20581

RE: Certification: HedgeStreet certification pursuant to Commission Regulation
§38.5(c) by Owners of HedgeStreet

Dear Secretary Webb:

Pursuant to Regulation §38.5(c) of the Commodity Futures Trading Commission
(“Commission”), HedgeStreet submits the attached certification.

Should you have any questions regarding this filing, please do not hesitate to
contact me by telephone at (650) 638-3511 or by email at sford@hedgestreet.com.

Sincerely,

Stephanie Ford
Vice President, Legal & Compliance

ce: Clarissa Manansala — HedgeStreet
Riva Adriance — CFTC

1825 S, Grant Street
Suite 500
San Mateo, CA 94402
Tel: 650.638.3500
www.hedgestreet.com Fax: 650.638.3501



Sireet

CERTIFICATION PURSUANT TO RULE 38.5(c) OF THE COMMODITY
FUTURES TRADING COMMISSION

On October 5, 2001, HedgeStreet was formed as a Delaware Corporation and
became HedgeStreet, Inc. (“HedgeStreet”).

On February 18, 2004, HedgeStreet was designated as a contract market (“DCM”)
and registered as a derivatives clearing organization (“DCO”) pursuant to Section
§5 and §6 of the Commodity Exchange Act (the “Act”), 7 U.S.C §7 and §8' by the
Commodity Futures Trading Commission (“Commission”).

On December |, 2004, HedgeStreet’s Order of Registration as a DCO was amended
upon the request of HedgeStreet.”

On March 31, 2005, HedgeStreet transferred a total of 16.2% ownership interest in
HedgeStreet to Norwest Venture Partners VIII, LP, NVP Entrepreneurs Fund VIII,
LP, Norwest Venture Partners IX, LP and NVP Entrepreneurs Fund [X, LP
(collectively “Norwest”)’ (“March 2005 Agreement”).

On December 5, 2005, HedgeStreet’s Order of Designation as a DCM was amended
upon the request of HedgeStreet.*

On February 10, 2006, HedgeStreet transferred 17.7% ownership interest in
HedgeStreet to CBOE I], LLC, a Delaware limited liability company as well as an
additional transfer of ownership interest in HedgeStreet to Norwest in accordance
with the terms of the March 2005 Agreement giving Norwest a current total
ownership interest in HedgeStreet of 22.9%.

HedgeStreet certifies that, not withstanding its transfer of a certain percentage of its
ownership interest, it remains authorized and possesses all necessary corporate
power to certify, pursuant to Commission Regulation 38.5(c), the following:

a) HedgeStreet will meet all of the requirements set forth in Section 5(b) of the
Act, as described in all material requests in submissions to, and filings with,
the Commission and its staff (and amendments and supplements thereto)

' See HedgeStreet Order of Designation as a DCM and Order of Registration as a DCO (February 18, 2004)
2 See HedgeStreet Amended Order of Registration at a DCO (December 1, 2004)

» HedgeSireet submitted all documents to the Commission pertaining to this transfer of ownership in
HedgeSireet in accordance with Commission Regulation $145.9 on April 22, 2005.

4 See HedgeStree: Amended Order of Designation as a DCM (December 5, 2005)

1525 $. Grant Street
‘Sule 500
‘Sen Mateo, CA 04402
‘Tot: 680.698.2600
www hedpestrest.com Fan: 660.036.9801


and in explanation, representation, and presentations (both written and oral,
formal and informal) to the Commission and its staff (and amendments,
supplements, and clarifications thereto), including, but not limited to, as
described in HedgeStreet's rules, and amendments thereto, either approved
by, or certified with the Commission.

b) HedgeStreet will meet all of the requirements set forth in Section $(d) of the
Act, as described in all material respects in submissions to, and filings with,
the Commission and its staff (and amendments and supplements thereto)
and in explanations, representations and presentations (both written and oral,
forma! and informal) to the Commission and its staff (and amendments,
supplements, and clarifications thereto), including, but not limited to, as
described in HedgeStreet's rules, and amendments thereto, either approved
by, or certified with the Commission.

c) HedgeStreet will meet all of the provisions set forth in Part 38 of
Commission Regulations, as described in alt material respects in
submissions to, and filings with, the Commission and its staff (and
amendments and supplements thereto) and in explanations, representations
and presentations (both written and oral, formal and informal) to the
Commission and its staff (and amendments, supplements, and clarifications
thereto), including, but not limited to, as described in HedgeStreet’s rules,
and amendments thereto, either approved by, or certified with the
Commission.

d) HedgeStreet will perform its three key functions in its capacities as a DCM.
and DCO and SRO - trade execution, clearing and settlement processing and
regulatory services - using the same third- service provider previously
identified to the Commission and its staff’, which provide regulatory
services in a manner and using methods that conform in all material respects
to descriptions in submissions to, and filings with, the Commission and its
staff (and amendments and supplements thereto) and in explanations,
representations and presentations (both written and oral, formal and
informal) to the Commission and its staff (and amendments, supplements,
and clarifications thereto), including, but not limited to, as described in

4 HedgeStreet entered into a Regulatory Sarvices Agreement ('RSA") with the National Futures Associarion
(°NFA") in order to perform certain regulatory services for {ts non-intermediated market on June 27, 2005. On
September 15, 2005, HedgeSireet and NFA entered into an amended RSA (“Amended RSA") in order to expand
the terms of the RSA 30 that NFA will conduct necessary trade practice surveillance, financial surveillance and
marke! surveillance of HedgeStreet to detect abuses that may occur on intermediated markets.

1825 8. Geant Street
‘Sune 500

Sen Mateo, CA 94402
Tet: 050.638.3500

www Nedgestrest.oom Fas; 050.890.3601