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October 10, 2006

Ms. Eileen A. Donovan
Acting Secretary iS
Office of the Secretariat =
Commodity Futures Trading Commissi 21
1155 21st Street, NW

Washington, DC 20581

Re: Certification Pursuant to Cc numission Rule 38.5(d)

Dear Ms, Donovan:

We write to advise the Commission of 1 shange in the ownership of U. S. Futures Exchange,
L.L.C. (“USFE” or “Exchange”), effeciive as of October 1, 2006 (“Effective Date”), and to make
the certification required in accordance with the provisions of Commodity Futures Trading
Commission (“Commission”) Rule 38..i(1). USFE was designated as a contract market pursuant
to sections 5 and 6(a) of the Commodit , Exchange Act (“Act”), 7 USC §§ 7 and 8(a), on
February 4, 2004.

Immediately prior to the Effective Date, 'J.S. Exchange Holdings, Inc. (“USEH”) owned 100
percent of the Class A (i.e., voting) intercsts and held a 91.67 percent economic interest in the
Exchange. Exchange Place Holdings, ].... (“EPH”) owned 100 percent of the Class B (i.e., non-
voting) interests and held a 8.33 percent ::conomic interest in the Exchange. On or about the
Effective Date, E.D. & F. Man Finance I LC, an indirect subsidiary of Man Group ple, has
purchased 70 percent of the Class A intziests held by USEH, resulting in a change in ownership
in the Exchange. In accordance with tke provisions of Commission Rule 38.5(d), therefore, we
hereby certify that:

(a) USFE meets all of the requirerr ents set forth in Section 5(b) (Criteria for Contract
Market Designation) of the Act, as des: ribed in all material respects in submissions to, and
filings with, the Commission and its st¢ fi (and amendments and supplements thereto) and in
explanations, representations, and pres¢ nations (both written and oral, formal and informal) to
the Commission and its staff (and amer d nents, supplements, and clarifications thereto),
including, but not limited to, as describ »¢ in USFE’s rules approved by the Commission and
amendments to those rules filed with the Commission and certified by USFE;

233 S. WACKER OMIVE | SUITE 2450 | CHIZA3O, 1L 60606 | P 912 544 1100] F312 544 1101 | WWW.USFE.COM

HRP AM Ae


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(b) USFE meets all of the requiren ¢ its set forth in Section 5(d) (Core Principles for
Contract Markets) of the Act, as descrilsed in all material respects in submissions to, and filings
with, the Commission and its staff (and amendments and supplements thereto) and in
explanation, representations, and preseiit ttions (both written and oral, formal and informal) to
the Commission and its staff (and amer dments, supplements, and clarifications thereto),
including, but not limited to, as describ x. in USFE’s rules approved by the Commission and
amendments to those rules filed with the Commission and certified by USFE; and

(c) USFE meets the provisions of I a:t 38 of Commission Regulations, as applicable, as
described in all material respects in subir issions to, and filings with, the Commission and its
staff (and amendments and supplement; hereto) and in explanation, representations, and
presentations (both written and oral, fo mal and informal) to the Commission and its staff (and
amendments, supplements, and clarific.it ons thereto), including, but not limited to, as described
in USFE’s rules approved by the Commission and amendments to those rules filed with the
Commission and certified by USFE.

If you have any questions concerning tle matters discussed in this letter, please contact Satish
Nandapurkar, USFE’s Chief Executive C fficer, at 312-544-1100.

ao
\
Ns ref
as
Jamgs M Falvey Ira Polk
neral Counsel * President

U.S Futures Exchange L.L.C. E.D, & F, Man Finance LLC

US FUTURES EXCHANGE | 233 S. WACKER DAIVE | SUI E *450 | CHICAGO, IL 80805 | P 312 544 1100 | F912 544 1101 | WWW.USFE.COM