Exhibit M: Rulebook

Railbird Technologies, Inc.

Rulebook

Updated 12/29/2022
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TABLE OF CONTENTS

Page

CHAPTER 1: DEFINITIONS .........................................................................................................1

CHAPTER 2: EXCHANGE OWNERSHIP AND GOVERNANCE..............................................5

RULE 2.1 OWNERSHIP.....................................................................................................5

RULE 2.2 BOARD OF DIRECTORS.................................................................................5

RULE 2.3 OFFICERS .........................................................................................................7

RULE 2.4 RESTRICTIONS ON WHO MAY BE MEMBERS OF THE BOARD, 

MEMBERS OF COMMITTEES, OR TEN PERCENT OR GREATER 

OWNERS.................................................................................................................7

RULE 2.5 COMMITTEES AND SUBCOMMITTEES......................................................9

RULE 2.6 REGULATORY OVERSIGHT COMMITTEE.................................................9

RULE 2.7 OUTCOME REVIEW COMMITTEE.............................................................10

RULE 2.8 EMERGENCY AUTHORITY.........................................................................11

RULE 2.9 VOTING BY INTERESTED BOARD MEMBERS .......................................12

RULE 2.10 INDEMNIFICATION OF DIRECTORS, OFFICERS, AND 

OTHERS................................................................................................................12

RULE 2.11 PROHIBITION ON USE OF MATERIAL, NON-PUBLIC 

INFORMATION....................................................................................................13

RULE 2.12 CONSENT TO JURISDICTION ...................................................................14

RULE 2.13 RECORDKEEPING.......................................................................................14

RULE 2.14 INFORMATION-SHARING AGREEMENTS .............................................14

RULE 2.15 RECORDKEEPING AND REPORTING REQUIREMENTS......................14

RULE 2.16 PUBLIC INFORMATION.............................................................................15

CHAPTER 3: MEMBERSHIP ......................................................................................................16

RULE 3.1 MEMBERS – APPLICATIONS, AGREEMENTS, ELIGIBILITY 

CRITERIA, CLASSIFICATIONS, AND PRIVILEGES......................................16

RULE 3.2 MEMBER OBLIGATIONS.............................................................................18

RULE 3.3 REJECTION OF APPLICANT AND LIMITATIONS OF TRADING 

PRIVILEGES.........................................................................................................20

RULE 3.4 COMMUNICATIONS BETWEEN RAILBIRD AND MEMBERS...............20

RULE 3.5 MEMBER FUNDS MAINTAINED WITH THE COMPANY.......................21

RULE 3.6 DUES, FEES, AND EXPENSE PAYABLE BY MEMBERS ........................21

CHAPTER 4: [RESERVED].........................................................................................................21

CHAPTER 5: METHOD FOR MEMBERS TO TRADE CONTRACTS ....................................21

RULE 5.1 PRIOR REVIEW OF THESE RULES AND ACCEPTANCE OF 

TERMS OF MEMBER AGREEMENT................................................................21

RULE 5.2 MEMBER ACCESS TO RAILBIRD ..............................................................22

RULE 5.3 TRADING CONTRACTS – MEMBERS........................................................23

RULE 5.4 ORDER ENTRY ..............................................................................................24
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RULE 5.5 HANDLING OF CUSTOMER ORDERS .......................................................25

RULE 5.6 DISPUTED ORDERS......................................................................................25

RULE 5.7 PRIORITY OF ORDERS.................................................................................26

RULE 5.8 FILLING ORDERS TO TRADE CONTRACTS ............................................26

RULE 5.9 CANCELLATION OF ORDERS ....................................................................26

RULE 5.10 TRADE CANCELLATIONS.........................................................................27

RULE 5.11 VIEWING THE MARKET AND EXECUTED ORDERS ...........................28

RULE 5.12 HOURS FOR TRADING CONTRACTS......................................................28

RULE 5.13 PROHIBITED TRANSACTIONS AND ACTIVITIES ................................28

RULE 5.14 POSITION LIMITS AND ACCOUNTABILITY LEVELS..........................31

CHAPTER 6: CLEARING AND SETTLING CONTRACT TRADES, SETTLEMENT, 

AND MEMBER WITHDRAWAL REQUESTS ..............................................................33

RULE 6.1 CLEARANCE..................................................................................................33

RULE 6.2 SETTLING CONTRACT TRADES................................................................34

RULE 6.3 SETTLEMENT ................................................................................................34

RULE 6.4 SETTLING MEMBER WITHDRAWAL REQUESTS ..................................35

CHAPTER 7: MARKET OUTCOME REVIEW AND ADJUSTMENTS 

NECESSITATED BY MATERIAL CHANGES IN THE UNDERLYING.....................35

RULE 7.1 THE MARKET OUTCOME REVIEW PROCESS.........................................35

RULE 7.2 CONTRACT MODIFICATIONS....................................................................36

CHAPTER 8: INVESTMENT OF MEMBER ACCOUNT FUNDS............................................36

RULE 8.1 INVESTMENT OF MEMBER ACCOUNT FUNDS......................................36

CHAPTER 9: DISCIPLINE AND RULE ENFORCEMENT.......................................................36

RULE 9.1 MONITORING THE MARKET......................................................................36

RULE 9.2 DISCIPLINARY PANEL AND APPEALS COMMITTEE............................37

RULE 9.3 RULE 9.3 INVESTIGATIONS, HEARINGS, AND APPEALS ....................38

RULE 9.4 SETTLEMENT OF INVESTIGATIONS ........................................................42

RULE 9.5 NOTICE AND PUBLICATION OF DISCIPLINARY ACTION...................42

RULE 9.6 PENALTIES.....................................................................................................43

RULE 9.7 SUMMARY SUSPENSION ............................................................................43

RULE 9.8 REPRESENTATION BY COUNSEL .............................................................44

RULE 9.9 REPORTING VIOLATIONS TO THE COMMISSION.................................45

CHAPTER 10: ARBITRATION ...................................................................................................45

RULE 10.1 JURISDICTION OVER DISPUTES .............................................................45

RULE 10.2 INITIATING A CLAIM.................................................................................45

RULE 10.3 COUNTERCLAIMS ......................................................................................46

RULE 10.4 BOARD OF ARBITRATION........................................................................47

RULE 10.5 PRE-HEARING PROCEDURES ..................................................................48

RULE 10.6 HEARINGS....................................................................................................49

RULE 10.7 HEARING PROCEDURES...........................................................................50
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RULE 10.8 DECISIONS AND AWARDS .......................................................................51

RULE 10.9 CONFIDENTIALITY OF THE PROCEEDINGS.........................................52

RULE 10.10 FEES AND COSTS......................................................................................52

CHAPTER 11: LIMITATION OF LIABILITY; TIME PERIOD IN WHICH TO BRING 

ACTIONS; GOVERNING LAW ......................................................................................53

RULE 11.1 PROPERTY RIGHTS ....................................................................................53

RULE 11.2 SIGNATURES ...............................................................................................55

RULE 11.3 LIMITATION OF LIABILITY......................................................................55

CHAPTER 12: COMMISSION REGULATIONS THAT HAVE BEEN ADAPTED TO 

BE PART OF THE RULES...............................................................................................56

RULE 12.1 PROHIBITION ON THE USE AND DISCLOSURE OF 

MATERIAL, NON-PUBLIC INFORMATION (ADAPTED FROM 

COMMISSION REGULATION 1.59)..................................................................56

RULE 12.2 SERVICE ON SELF-REGULATORY ORGANIZATION 

GOVERNING BOARDS OR COMMITTEES BY PERSONS WITH 

DISCIPLINARY HISTORIES (ADAPTED FROM COMMISSION 

REGULATION 1.63) ............................................................................................57

RULE 12.3 VOTING BY INTERESTED MEMBERS OF SELF-REGULATORY 

ORGANIZATION GOVERNING BOARDS AND VARIOUS 

COMMITTEES (ADAPTED FROM COMMISSION REGULATION 

1.69) .......................................................................................................................59

CHAPTER 13: TERMS OF CONTRACTS TRADED ON RAILBIRD ......................................62

RULE 13.1 TERMS THAT ARE UNIFORM ACROSS CONTRACTS .........................62

CHAPTER 14: FORMS.................................................................................................................63
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CHAPTER 1: DEFINITIONS

Except where the context requires otherwise, as used herein:

(i) Words used in the singular shall be deemed to import the plural and vice versa, as the 

context may require

(ii) The term “include” means “include without limitation”

(iii) Any reference to the masculine, feminine, or neutral gender includes each other 

gender

(iv) Any reference to a number of days shall mean calendar days unless Business Days are 

specified

(v) Any reference to a time shall mean the local time in New York, NY unless otherwise 

specified

(vi) Any reference to dollars, $ or USD shall mean U.S. dollars

(vii) Any reference to these Rules, and the words herein, hereof, hereto, and hereunder and 

words of similar import refer to these Rules as a whole and not to any particular Rule 

unless otherwise indicated

When used in this Rulebook the following terms shall have the respective meanings as follows:

“Accountability Level” means a number of contracts that if a Member holds in excess of the 

specified level, such member may be asked by the Company to provide additional information 

regarding the nature of the position. Furthermore, the Company may direct a Member to not 

increase or decrease positions in excess of an Accountability Level. 

“Affiliate” means, with respect to any Person, any Person who, directly or indirectly, Controls, is 

Controlled by, or is under common Control with, such other Person.

“Appeal Committee” means a committee of the Board to consider appeals under Chapter 9.

“Applicable Law” means, with respect to any Person, any statute, law, regulation, rule or 

ordinance of any governmental or self-regulatory authority applicable to such Person, including 

the CEA and CFTC Regulations, and state regulations where applicable.

“Binary Contract” means a Contract where the Market Outcome is either YES or NO.

“Board” means the Board of Directors of Railbird, which manages the Company and is 

constituted from time to time in accordance with the Operating Agreement.

“CFTC” or “Commission” means the U.S. Commodity Futures Trading Commission or any 

successor regulatory body.

“CFTC Regulations” means the rules and regulations promulgated by the CFTC, as amended.

“Clearinghouse” means LedgerX LLC, or its successor, a registered Derivatives Clearing 

Organization.
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“Commodity Exchange Act” or “CEA” means the Commodity Exchange Act, as amended from 

time to time.

“Continuous Contract” means a Contract where the Market Outcome is a numerical value.

“Contract” means any contract, agreement, or transaction approved for trading on Railbird 

pursuant to these Rules.

“Contract Market” has the meaning set forth in CFTC Regulation § 1.3.

“Contract Specifications” means, with respect to any Contract, the rules or other trading 

protocols containing specifications for such Contract, as adopted, amended, supplemented or 

otherwise modified from time to time by the Company.

“Derivatives Clearing Organization” has the meaning set forth in Section 1a(15) of the CEA.

“Director” means any member of the Board.

“Disciplinary Panel” means the panel appointed by the Board at the recommendation of the 

Chief Regulatory Officer to act in an adjudicative role and fulfill various adjudicative 

responsibilities and duties described in Chapter 9.

“Emergency” means any occurrence or circumstance that, in the opinion of the Board, requires 

immediate action and threatens or may threaten such things as the fair and orderly trading in, or 

the liquidation of or delivery pursuant to, any Contract or the timely collection and payment of 

funds in connection with clearing and settlement by a Derivatives Clearing Organization, 

including, without limitation, the following:

1. any manipulative or attempted manipulative activity;

2. any circumstance that may materially affect the performance of a Contract, including 

failure of the payment system or the bankruptcy or insolvency of any Member;

3. any action taken by any domestic or foreign regulatory, self-regulatory, judicial, arbitral, 

or governmental (whether national, state or municipal) or quasi-governmental authority, 

or any agency, department, instrumentality, or sub-division thereof; or other Person 

exercising, or entitled to exercise any administrative, executive, judicial, legislative, 

police, regulatory or taxing authority or power; or any other registered entity, board of 

trade, market, facility, or other exchange or trade association (foreign or domestic) that 

may have a direct impact on trading, clearing, and settlement of any Contract;

4. any actual, attempted, or threatened corner, squeeze, congestion, manipulative activity, or 

undue concentration of positions in a Contract;

5. any circumstance that may have a severe, adverse effect upon the functions and facilities 

of Railbird, including, but not limited to, acts of God, fire, flood or other natural 

disasters, bomb threats, acts of terrorism or war, severely inclement weather, or failure or 
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malfunction of all or a portion of the Railbird Platform, or other system breakdowns or 

interruptions such as power, computer, communication or transportation systems or the 

Internet;

6. the bankruptcy or insolvency of any Derivatives Clearing Organization or the imposition 

of any injunction or other restraint by any Government Agency, clearing house, court or 

arbitrator upon a Derivatives Clearing Organization which may affect the ability of a 

Derivatives Clearing Organization to trade in or perform on a Contract;

7. any circumstance in which it appears to the Board that a Derivatives Clearing 

Organization or any other Person:

(i) has failed to perform on a Contract;

(ii) is insolvent; or

(iii)is in a financial or operational condition or is conducting business such that the 

Derivatives Clearing Organization or Person cannot be permitted to continue in 

business without jeopardizing the safety of customer funds, Members, Railbird or 

the Derivatives Clearing Organization; or

8. any circumstance which may have a material impact on the reliability or transparency of 

the Underlying related to a Contract; or

9. any other unusual, unforeseeable or adverse circumstance as determined by the 

Company.

“Expiration” means the time on the Expiration Date established pursuant to these Rules at which 

a Contract expires and the Expiration Value of that Contract is determined.

“Expiration Date” means the date established by these Rules on which the Expiration Value of 

each Contract is determined.

“Expiration Value” means the rate, level, amount, measure, or other value of the Underlying at 

Expiration.

“Government Agency” means any governmental entity (including the United States, a State, or a 

foreign government).

“Market Outcome” means the result of the Contract. For a Binary Contract, if the Expiration 

Value is encompassed within the Payout Criterion, then the Market Outcome is YES, and if the 

Expiration Value is not encompassed within the Payout Criterion, then the Market Outcome is 

NO. For a Continuous Contract, the Market Outcome is a numerical value equivalent to the 

Expiration Value.

“Material Relationship” has the meaning attributed to such term in Rule 2.2(g).
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“Member” means any Person who is authorized to access or utilize Railbird and is bound by 

these Rules as they may be amended from time to time.

“Member Account” means an account carried by Railbird’s Derivatives Clearing Organization 

partner, Clearinghouse, on behalf of a Member.

“Officer” has the meaning attributed to such term in Rule 2.3.

“Operating Agreement” means the Limited Liability Company Agreement of Railbird Exchange, 

LLC dated December 12, 2022, and as amended from time to time.

“Order” means either a bid or an offer for a Contract.

“Outcome Review Committee” means a committee of the Board to determine Market Outcomes 

in accordance with Chapter 7.

“Oversight Panel” means any panel, or any subcommittee thereof, authorized by Railbird to 

recommend or establish policies or procedures with respect to Railbird’s surveillance, 

compliance, rule enforcement, or disciplinary responsibilities.

“Payout Criterion” of a Contract means the Expiration Value or set of Expiration Values that 

specifies that Contract to pay a specific Settlement Value to the holder of a position in such 

Contract. Solely for purposes of a Binary Contract, the holder of a position in a Contract that 

receives a Settlement Value is considered to be “in the money” while the holder of a position in a 

Contract that does not receive a Settlement Value is considered to be “out of the money.”

“Person” means a natural person or entity as defined in Section 1a(38) of the CEA.

“Platform” means the Railbird electronic trade execution system that is used for trading 

Contracts, including any licensed software that is a part thereof from time to time, and any 

successor electronic trading system thereto.

“Position Limit” means the maximum position (net long or short) that a person may hold or 

control without an exemption, and as prescribed by Railbird and/or the Commission.

“Proprietary Data and Personal Information” means information identifying a natural person 

(e.g., name, e-mail address) or other data proprietary to any Person that discloses such Person’s 

trade secrets, market positions and/or other business transactions, excluding Transaction data.

“Public Director” means an individual with the qualifications set forth in Rule 2.2(g).

“Railbird” or “Company” means Railbird Exchange, LLC, or any successor thereto.

“Regulatory Agency” means any governmental or self-regulatory authority applicable to 

Railbird, including the CFTC and applicable foreign regulators.
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“Regulatory Oversight Committee” means the committee of the Board constituted in accordance 

with Rule 2.6.

“Rulebook” or “Rules” means the Railbird Rulebook, interpretations, orders, resolutions, 

advisories, notices, statements of policy, decisions, manuals, and directives of the Company or 

Clearinghouse.

“Self-Regulatory Organization” shall, unless otherwise provided, have the meaning set forth in

CFTC Regulation § 1.3 and, in addition, shall include a Contract Market, Derivatives Clearing 

Organization, and registered futures association.

“Settlement” means payment to Members who have the right to receive money pursuant to a 

Contract, held until Expiration.

“Settlement Date” means the date on which Settlement occurs.

“Settlement Value” means the amount which the holder of a Contract may receive for a Contract 

held until Expiration. It is determined by the Payout Criterion.

“Source Agency” means the agency that publishes the Underlying and/or Expiration Value for 

any Contract.

“Trade” or “Transaction” means any purchase or sale of any Contract on Railbird, either directly 

or indirectly.

“Underlying” means the index, rate, risk, measure, instrument, differential, indicator, value, 

contingency, occurrence, or extent of an occurrence that is observed and measured to determine 

the Expiration Value of a Contract.

CHAPTER 2: EXCHANGE OWNERSHIP AND GOVERNANCE

RULE 2.1 OWNERSHIP

Railbird is a Delaware limited liability company. The management and operation of Railbird is 

governed by the Operating Agreement and the Rules. Member status does not confer any equity 

interest or voting rights in the Company.

RULE 2.2 BOARD OF DIRECTORS

The Board has the power to manage and direct Railbird including but not limited to the power to 

define the standards for membership in Railbird and the power to amend, adopt, or repeal these 

Rules, and the power to oversee the business conduct of Members and impose penalties for 

violation of these Rules.

(a) The Board shall manage the day to day business operations of the Company. The Board 

has the power and authority to call for review, and to affirm, modify, suspend or overrule, 

any and all decisions and actions of standing committees or special committees of the 
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Board or any panel of the Officers related to the day to day business operations of the 

Company.

(b) The Chief Executive Officer of Railbird shall serve as chairman of the Board.

(c) Any authority or discretion by the Rules vested in any Officer or delegated to any 

committee or subcommittee shall not be construed to deprive the Board of such authority 

or discretion and, in the event of a conflict, the determination of the matter by the Board 

shall prevail. This does not apply to the Outcome Review Committee.

(d) A majority of the Directors serving on the Board, including at least one Public Director, 

shall constitute a quorum for the transaction of business of the Board. At all times when 

the Board is conducting business at a meeting of the Board, a quorum of the Board must 

be present at such meeting, and the Board may act only by the decision of a majority of 

the Directors constituting a quorum of the Board by vote at a meeting, by unanimous 

written consent without a meeting, or as otherwise set forth in the Operating Agreement.

(e) The Board shall comprise the number of Directors set forth in the Operating Agreement 

and shall include Public Directors as no less than 35% of the Board, at all times. Each 

Director (including Public Directors) shall be appointed in accordance with the Operating 

Agreement and shall serve until his or her successor is duly appointed, or until his or her 

earlier resignation or removal, with or without cause.

(f) Each Director is entitled to indemnification pursuant to the Operating Agreement with 

respect to matters relating to the Company.

(g) To qualify as a Public Director, an individual must first be found, by the Board and on 

the record, to have no Material Relationship, as defined below, with the Company. The 

Board must make such a finding at the time the Public Director is elected and as often as 

necessary in light of all circumstances relevant to such Public Director, but in no case less 

than annually. The Board need not consider previous service as a Director of the 

Company to constitute a Material Relationship. A Material Relationship is one that 

reasonably could affect the independent judgment or decision-making of the Director.. In 

addition, a Director shall be considered to have a Material Relationship with the 

Company if any of the following circumstances exist or have existed within the past year:

(1) Such Director is or was an Officer or an employee of the Company, or an 

officer or an employee of an Affiliate of the Company;

(2) Such Director is or was a Member, or an officer or director of a Member; or

(3) Such Director, or a firm with which the Director is an officer, director, or 

partner, receives more than $100,000 in combined annual payments from 

Railbird, or any Affiliate thereof, for legal, accounting, or consulting services. 

Compensation for services as a Director of Railbird or an affiliate does not 

count toward the $100,000 payment limit, nor does deferred compensation for 

services prior to becoming a Director, so long as such compensation is in no 

way contingent, conditioned, or revocable.
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(h) If any immediate family of a Director are found to have a Material Relationship, then 

such Material Relationship will be determined to apply to the Director.

(i) The Board shall have procedures, as may be adopted by the Board from time to time, to 

remove a Director where the conduct of such Director is likely to be prejudicial to the 

sound and prudent management of the Company.

(j) The Board shall review its performance and that of its individual directors annually.

RULE 2.3 OFFICERS

(a) The Board shall appoint a Chief Executive Officer, Chief Operating Officer, Chief 

Regulatory Officer, and other such officers of Railbird as it may deem necessary or 

appropriate from time to time (collectively, the “Officers”).

(b) Any Officer may also be a director, officer, partner or employee of the Company or of 

any of its Affiliates, subject to disclosure and resolution of conflicts of interest.

(c) The Officers shall have such powers and duties in the management of the Company as 

the Board may prescribe from time to time, subject to any limitations set forth in the 

Operating Agreement.

(d) Each Officer is entitled to indemnification pursuant to the Operating Agreement with 

respect to matters relating to the Company.

RULE 2.4 RESTRICTIONS ON WHO MAY BE MEMBERS OF THE BOARD, 

MEMBERS OF COMMITTEES, OR TEN PERCENT OR GREATER OWNERS

(a) An individual may not serve as a Director or Officer, serve on a committee or 

subcommittee established by the Board, including the Disciplinary Panel, or hold a 10% 

or greater ownership interest in the Company, if the individual:

(1) Within the prior three years has been found, by a final decision of a court of 

competent jurisdiction, an administrative law judge, the CFTC, or any SelfRegulatory Organization, to have committed a disciplinary offense;

(2) Within the prior three years has entered into a settlement agreement in which 

any of the findings or, in the absence of such findings, any of the acts charged 

included a disciplinary offense;

(3) Is currently suspended from trading on a Designated Contract Market or a Swap 

Execution Facility, is suspended or expelled from membership in a SelfRegulatory Organization, is serving any sentence of probation, or owes any 

portion of a fine or penalty imposed pursuant to either: a finding by final 

decision of a court of competent jurisdiction, an administrative law judge, the 

CFTC or any Self-Regulatory Organization that such person committed a 

disciplinary offense; or a settlement agreement in which any of the findings or, 
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in the absence of such findings, any of the acts charged included a disciplinary 

offense;

(4) Is currently subject to an agreement with the CFTC or Self-Regulatory 

Organization not to apply for registration with the CFTC or for membership in 

the Self-Regulatory Organization;

(5) Is currently, or within the past three years has been, subject to a revocation or 

suspension of registration by the CFTC, or has been convicted within the past 

three years of any of the felonies listed in Section 8a(2)(D)(ii) through (iv) of 

the CEA;

(6) Is currently subject to a denial, suspension or disqualification from serving on a 

Disciplinary Panel, arbitration panel or governing board of any self-regulatory 

organization as that term is defined in Section 3(a)(26) of the Securities 

Exchange Act of 1934; or

(7) Is subject to a statutory disqualification pursuant to Section 8a(2) of the CEA.

For purposes of this Rule 2.4(a), the terms “disciplinary offense,” “final decision” and 

“settlement agreement” have the meaning given those terms in CFTC Regulation 1.63(a).

(b) Any Director, Officer, member of a committee established by the Board and any 

individual nominated to serve in any such role, shall immediately notify the Chief 

Executive Officer and Chief Regulatory Officer if such individual is subject to one or 

more of the criteria in Rule 2.4(a). Prior to nomination to the Board, each individual shall 

certify that he or she is not disqualified pursuant to Rule 2.4(a). Upon appointment, each 

Director, Officer, and a member of a committee shall provide to the Company, where 

applicable, changes in registration information within 30 days and certification of 

compliance accordingly. The Company shall verify information supporting Board 

compliance with eligibility criteria.

(c) To serve as a Director, an individual must possess the ability to contribute to the effective 

oversight and management of the Company, taking into account the needs of the 

Company and such factors as the individual’s experience, perspective, skills and 

knowledge of the industry in which the Company operates.

(d) A Director or Officer must meet any qualifications set forth from time to time in the 

Operating Agreement and these Rules.

(e) An individual may not serve on any Disciplinary Panel, arbitration panel, or the Appeals 

Committee during any proceeding affecting or concerning such individual, to be 

determined in a reasonable manner by the Company.

(f) If the Company determines that an individual subject to this Rule 2.4 no longer meets the 

criteria set forth in Rule 2.4(a), the Company shall inform the CFTC of such 

determination. The Company shall provide to the CFTC, upon request, an individual’s 

certification of compliance with the criteria set forth in Rule 2.4(a).
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RULE 2.5 COMMITTEES AND SUBCOMMITTEES

(a) The Board may create, appoint Directors to serve on, and delegate powers to, committees 

and subcommittees. There shall be a Regulatory Oversight Committee, Disciplinary 

Panel, Outcome Review Committee, and Appeals Committee. The Board shall designate 

the chairperson of each such committee.

(b) Each committee and subcommittee shall assist in the supervision, management and 

control of the affairs of the Company within its particular area of responsibility, subject 

to the authority of the Board.

(c) Subject to the authority of the Board, each committee and subcommittee shall determine 

the manner and form in which its proceedings shall be conducted. A majority of the 

members serving on a committee or subcommittee, including at least one Public Director, 

shall constitute a quorum for the transaction of business of a committee or subcommittee. 

Each committee and subcommittee may act only by the decision of a quorum, by vote at 

a meeting or by unanimous written consent without a meeting.

RULE 2.6 REGULATORY OVERSIGHT COMMITTEE

(a) The Regulatory Oversight Committee shall be a standing committee of the Board 

consisting of only Public Directors, as appointed from time to time. No fewer than two 

Public Directors shall serve on the Regulatory Oversight Committee.

(b) Each member of the Regulatory Oversight Committee shall serve for a term of one 

calendar year from the date of his or her appointment or for the remainder of his or her 

term as a Public Director, and until the due appointment of his or her successor, or until 

his or her earlier resignation or removal, with or without cause, as a member of the 

Regulatory Oversight Committee or as a Public Director. A member of the Regulatory 

Oversight Committee may serve multiple terms.

(c) The Regulatory Oversight Committee shall oversee the Company’s regulatory program 

on behalf of the Board. The Board shall delegate sufficient authority, dedicate sufficient 

resources, and allow sufficient time for the Regulatory Oversight Committee to fulfill its 

mandate. The Regulatory Oversight Committee shall make such recommendations to the 

Board that will, in its judgment, best promote the interests of the Company. The 

Regulatory Oversight Committee shall also have such other powers and perform such 

other duties as set forth in the Rules and as the Board may delegate to it from time to 

time.

(d) The Regulatory Oversight Committee shall appoint individuals to the Disciplinary Panel 

in accordance with these Rules, Applicable Law and the composition requirements of the 

Disciplinary Panel. The Regulatory Oversight Committee shall appoint at least one 

person who would not be disqualified from serving as a Public Director.

(e) The Regulatory Oversight Committee shall prepare an annual report that assesses the 

Company’s self-regulatory program for the Board and the CFTC. The annual report sets 

forth the regulatory program’s expenses, describes its staffing and structure, catalogues 
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disciplinary actions taken during the year, and reviews the performance of the 

Disciplinary Panel, as provided in Exhibit B to Part 38 of the CFTC Regulations.

(f) Without limiting the generality of the foregoing, the Regulatory Oversight Committee 

shall have the authority to:

(1) Monitor the regulatory program of the Company for sufficiency, effectiveness, 

and independence;

(2) Oversee all facets of the regulatory program, including trade practice and 

market surveillance; audits, examinations, and other regulatory responsibilities 

with respect to Members (including ensuring compliance with financial 

integrity, financial reporting, sales practice, recordkeeping, and other 

requirements); and the conduct of investigations;

(3) Review the size and allocation of the regulatory budget and resources; and the 

number, hiring, termination, and compensation of regulatory personnel;

(4) Supervise the Chief Regulatory Officer of the Company, who will report 

directly to the Regulatory Oversight Committee;

(5) Recommend changes that would ensure fair, vigorous, and effective regulation; 

and

(6) Review all regulatory proposals prior to implementation and advise the Board as 

to whether and how such changes may impact regulation.

RULE 2.7 OUTCOME REVIEW COMMITTEE

(a) The Outcome Review Committee shall be:

(1) A standing committee consisting of three members who are appointed by the 

Regulatory Oversight Committee. At least two of the members must be Public 

Directors. Members of the Regulatory Oversight Committee may also 

concurrently serve on the Outcome Review Committee.

(2) Responsible for determining Market Outcomes as provided in Rule 7.1.

(b) Each member of the Outcome Review Committee shall serve for a term of one calendar 

year from the date of his or her appointment or, if shorter, for the remainder of his or her 

term as a Public Director, as applicable, until the due appointment of his or her successor, 

or until his or her earlier resignation or removal, with or without cause, as a member of 

the Outcome Review Committee or as a Public Director. A member of the Outcome 

Review Committee may serve multiple terms.
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RULE 2.8 EMERGENCY AUTHORITY

(a) Railbird may adopt emergency Rules in response to an Emergency. In the event of an 

Emergency, the Board or at least two members of the management team may, without 

giving prior notice to, or securing prior approval from the Commission, adopt a 

temporary emergency rule to address the Emergency. Adoption of a temporary 

emergency rule requires the Chief Executive Officer’s approval. Adoption of a temporary 

emergency rule by the management team requires the written authorization and 

acknowledgement of two members of the management team, indicating the emergency 

action to be taken and the reasons for that action, before the action is taken.

(b) Any temporary emergency rule adopted under this Rule may authorize Railbird to act as 

the Board or management team deems necessary or appropriate to meet the Emergency, 

and those actions may adversely affect the ability to trade on the Platform. Therefore, the 

chance of an Emergency is one of the risks that Members should consider when deciding 

whether to trade on the Platform.

(c) If deemed necessary to combat perceived market threats caused by an Emergency, the 

Chief Executive Officer or a Railbird official authorized by the Chief Executive Officer 

may suspend trading on the Platform during the duration of the Emergency or take any 

other action that the official thinks is necessary or appropriate. The official will order an 

end to the action taken in response to the Emergency as soon as the official determines 

that the Emergency has sufficiently abated to permit the Platform to function properly. 

Reasonable actions resulting under this Rule include but are not limited to:

(1) Liquidation or transfer of open positions in any Contract (provided that, in 

situations where a Contract is fungible with a contract on another platform, 

emergency action to liquidate or transfer open interest must be as directed, or 

agreed to, by the Commission or the Commission’s staff);

(2) Requiring Members in any Contract to meet special margin requirements;

(3) Modification to position limits, price limits, and intraday market restrictions;

(4) Ordering the fixing of a settlement price;

(5) Extending or shortening the expiration date or the trading hours;

(6) Reduction of positions and exposure by participating Members to certain 

Contracts;

(7) Cancellation of a Contract and the return of any funds paid to enter Trades on 

the Contract;

(8) Suspension and curtailing of trading; and

(9) Changing a Contract’s terms and conditions and/or specifications.
12

(d) Railbird will make every effort practicable to notify the Director of the Division of 

Market Oversight, the Director’s delegates, and/or other persons designated by the 

Commission’s Regulations that Railbird intends to implement, modify, or terminate a 

temporary emergency rule pursuant to Rule 2.8(a) or an action in response to an 

emergency pursuant to Rule 2.8(c) prior to the implementation, modification, or 

termination of the rule or action. If it is not possible to notify the Commission prior to the 

implementation, modification, or termination of the rule or action, Railbird will notify the 

Commission of the implementation, modification, or termination of the rule or action at 

the earliest possible time, and in no event more than 24 hours after implementation, 

modification, or termination.

(e) Any time that Railbird takes action in response to an Emergency, either under Rule 2.8(a) 

or Rule 2.8(c), Railbird shall publish a notice of such action on its website, notify 

Members through the API, and notify Members via email. Railbird will likewise 

document its decision-making process and reasons for taking emergency action.

RULE 2.9 VOTING BY INTERESTED BOARD MEMBERS

Core Principle 16 of Section 5(d) of the CEA requires that contract markets have adequate 

procedures to prevent conflicts of interest. In this regard, Railbird has adopted provisions of 

Commission Regulation 1.69 as Rules provided herein. Commission Regulation 1.69 prohibits a 

member of the Board or any disciplinary or oversight committee or subcommittee from taking 

part in any deliberations or voting on any matter in which the board, committee, or subcommittee 

member has an interest or has a relationship with a named party in interest. Regulation 1.69 also 

requires disclosure by Board, committee, or subcommittee members of interests and 

relationships in certain circumstances. Consequently, Board, committee, and subcommittee 

members shall not deliberate or vote on any matter in which the Board, committee, or 

subcommittee member has an interest or has a relationship with a named party in interest and 

shall disclose such interests in accordance with Regulation 1.69.

RULE 2.10 INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHERS

(a) Railbird will indemnify, to the full extent authorized by law, any person who was or is a 

party or is threatened to be made a party to any threatened, pending, or completed action, 

suit, or proceeding, whether civil, criminal, administrative, or investigative in nature, by 

reason of the fact that such person is or was a director, officer, employee, or agent of 

Railbird or is or was serving at the request of Railbird as a director, officer, employee, or 

agent of Railbird against expenses, including attorneys’ fees, judgments, fines, and 

amounts paid in connection with such action, suit, or proceeding.

(b) Indemnification shall not be deemed exclusive of any other rights to which a person may 

be entitled under any agreement or as a matter of law or otherwise.

(c) Railbird may purchase and maintain insurance on behalf of any person who is or was a 

director, officer, employee, or agent of Railbird against any liability asserted against such

person and incurred by such person in any such capacity, or arising out of such person’s 
13

status as such, whether or not Railbird would have the power to indemnify such person 

against such liability under the provisions of this Rule.

(d) Notwithstanding the above, no person shall be indemnified from liability for fraud, bad 

faith, willful misconduct, or gross negligence. Further, no person shall be indemnified 

against a civil penalty imposed by the Commission under Section 6b of the CEA.

RULE 2.11 PROHIBITION ON USE OF MATERIAL, NON-PUBLIC INFORMATION

(a) Commission Regulation 1.59 prohibits employees, Board members, committee members, 

and consultants from using or disclosing material, nonpublic information gained through 

their duties in certain circumstances. This Rule prohibits the use and disclosure of 

material, nonpublic information as further described in Commission Regulation 1.59. In 

this regard, Railbird has adopted provisions of Regulation 1.59 as a Rule of Railbird in 

Chapter 12 of these Rules.

(b) No member of the Board or any committee established by the Board or these Rules will 

use or disclose material, nonpublic information obtained as a result of participation on the 

Board or such committee for any purpose other than the performance of official duties as 

a board or committee member.

(c) No employee, consultant, or member of the Board or any committee of Railbird will 

disclose to any other person material, nonpublic information obtained as a result of such 

person’s position for purposes inconsistent with such person’s official duties.

(d) No employee, consultant, or member of the Board or any committee of Railbird will trade 

for such person’s account, or for or on behalf of any other account, in any commodity 

interest on the basis of any material, non-public information obtained through special 

access related to the performance of such person’s duties as an employee, consultant, or 

member of the Board or committee.

(e) No Member who inadvertently or otherwise comes into possession of any material, nonpublic information held by Railbird or any employee, consultant, or member of the Board 

or any committee of Railbird gained through their employment by or service to Railbird 

will disclose to anyone such material, non-public information or trade for such person’s 

account, or for or on behalf of any other account, in any commodity interest on the basis 

of such material, nonpublic information.

(f) For purposes of this Rule, the terms “material information,” “nonpublic information,” 

“linked exchange”, “commodity interest,” and “related commodity interest” have the 

same meanings as they do in Commission Regulation 1.59.

(g) Any Director, officer, or employee of Railbird who violates any provision of this Rule 

will be required to indemnify Railbird for any losses, damages, or costs caused by that 

violation.
14

RULE 2.12 CONSENT TO JURISDICTION

Any Person initiating or executing a transaction subject to these Rules, directly or indirectly, and 

any Person for whose benefit such a transaction has been initiated or executed, expressly 

consents to the jurisdiction of Railbird and agrees to be bound by and comply with the Rules of 

the Company in relation to such transactions, including, but not limited to, Rules requiring 

cooperation and participation in investigatory and disciplinary processes.

RULE 2.13 RECORDKEEPING

(a) Railbird shall keep, or cause to be kept, complete and accurate books and records of 

accounts and activities of the Company, including all books, records and other 

documentation required to be maintained pursuant to the CEA and CFTC Regulations. 

Railbird must maintain such records, including trade records and investigatory and 

disciplinary files, in accordance with the requirements of Commission Regulation 1.31 

and for a period of at least five (5) years.

(b) Railbird shall retain all such books and records in a form and manner acceptable to the 

Commission and in accordance with the CEA and CFTC Regulations.

(c) Railbird will provide information required to be maintained or provided pursuant to the 

CEA and CFTC Regulations to the Commission, the U.S. Securities and Exchange 

Commission, the U.S. Department of Justice or any representative of a prudential 

regulator as authorized by the Commission, upon request, in each case in the form and 

manner required under these Rules, and/or the CEA and CFTC Regulations. This shall 

include any records relating to swaps defined in section 1a(47)(A)(v) of the Act open to 

inspection and examination by the U.S. Securities and Exchange Commission.

RULE 2.14 INFORMATION-SHARING AGREEMENTS

(a) Railbird may enter into any information-sharing agreements or other arrangements or 

procedures, including an information-sharing agreement or other arrangement or 

procedure with any Person or body (including but not limited to a Regulatory Agency) if 

the Company considers such agreement, arrangement or procedures to be in furtherance 

of the Company’s purpose or duties under these Rules or Applicable Law.

(b) Railbird may provide information to a duly authorized foreign governmental authority, as 

directed by the CFTC, in accordance with an information-sharing agreement or other 

arrangements or procedures executed with such foreign governmental authority or the 

CFTC.

RULE 2.15 RECORDKEEPING AND REPORTING REQUIREMENTS

(a) In the event the Board rejects a recommendation or supersedes an action of the 

Regulatory Oversight Committee or the Chief Regulatory Officer, Railbird shall maintain 

documentation detailing:
15

(1) The recommendation or action of the Regulatory Oversight Committee or the 

Chief Regulatory Officer as the case may be;

(2) The rationale for such recommendation or action;

(3) The rationale of the Board for rejecting such recommendation or superseding 

such action; and

(4) The course of action that the Board decided to take contrary to such 

recommendation or action.

(b) Railbird shall record and report to the CFTC all data required to be reported to the CFTC 

under Part 16 of CFTC Regulations, in the form and manner required by CFTC 

Regulations.

(c) Railbird shall keep and maintain books and records identifying each Order submitted to 

the Company and each Transaction effected pursuant to these Rules, including the 

identification of the execution method (e.g., central limit order book) with respect to each 

such Order and Transaction. These books and records shall be kept and maintained in 

accordance with the CEA and CFTC Regulations.

(d) Railbird shall submit to the CFTC within thirty days after each Board election a list of the 

Board’s Directors, the Member interests they represent, and how the composition of the 

Board meets the requirements of CFTC Regulation 1.64(b) and the Company’s Rules and 

procedures.

RULE 2.16 PUBLIC INFORMATION

(a) Accurate, complete and current copies of these Rules and Contract Specifications will be 

published on the Company website.

(b) Railbird shall make public on a daily basis information on settlement prices, volume, 

open interest, and opening and closing ranges for actively traded Contracts.

(c) Except as provided herein, Railbird shall publish on its Website a notice regarding new 

product listings, new Rules, Rule amendments, modifications to Contract Specifications, 

or other changes to previously-disclosed information concurrently with the filing of such 

information or submission with the Commission.

(d) If confidential treatment is sought with respect to any information the Company submits 

to a Regulatory Agency, only the public version of such filing shall be disclosed.

(e) Any notice contemplated by this Rule shall be deemed to have been made to all Members 

and any other such Person as may be required by sending such notice to the email address 

on file with the Company and by posting the notice on the Company website.
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CHAPTER 3: MEMBERSHIP

RULE 3.1 MEMBERS – APPLICATIONS, AGREEMENTS, ELIGIBILITY CRITERIA, 

CLASSIFICATIONS, AND PRIVILEGES

Railbird will provide access to the Platform (including but not limited to the central limit order 

book) and related services in an impartial, transparent, fair and non-discriminatory manner.

(a) To be eligible to become a Member, an applicant must:

(1) Be a Person;

(2) Provide Railbird with any information or documentation Railbird deems 

necessary in order to verify the applicant’s identity, perform a criminal 

background check, or otherwise review information provided on an application 

or by a third-party provider;

(3) Maintain an account, or accounts, in the Member’s name with a U.S. Financial 

Institution that the Member will use to fund its Railbird account at 

Clearinghouse, and to receive funds from its Railbird account, or, if the Member 

is a non-United States resident, have an account or accounts in the Member’s 

name with either a U.S. Financial Institution or a Foreign Bank capable of 

transacting with Clearinghouse either directly, through a correspondent account, 

or other acceptable intermediary that the Member will use to fund its Railbird 

account at Clearinghouse, and to receive funds from its Railbird account via one 

of the acceptable methods as stated on the Railbird website;

(4) Not be subject to any economic or trade sanctions programs administered by 

OFAC or other relevant U.S. or non-U.S. authority; and must not be listed on 

OFAC’s List of Specially Designated Nationals and Blocked Persons;

(5) If an applicant is an entity, be validly organized and in good standing in its 

jurisdiction of organization;

(6) Have a good reputation and business integrity and maintain adequate financial 

resources and credit;

(7) Not have filed for bankruptcy and not be insolvent; and

(8) Certify the following:

(i) The applicant is old enough to enter into a legally enforceable contract 

and has reached the required age as stated on the Member Agreement;

(ii) The applicant has read, understands and agrees to comply with the 

Railbird Rulebook, Terms of Use, Privacy Policy, and Member 

Agreement; and
17

(iii) The applicant will trade only for itself and will not serve as an 

intermediary for any other Person.

(b) In order to become a Member, an applicant must complete an online member application 

(the “Member Application”) and provide Railbird with any other relevant information 

upon request. Railbird may return any account balance and terminate any account upon 

the discovery that the Member Application was completed by anyone other than the 

Person identified on the Member Application. All funds deposited by Members shall 

constitute “Member Property” in accordance with CFTC Regulations.

(c) Submission of a Member Application to Railbird constitutes the applicant’s agreement to 

be bound by these Rules and other policies of Railbird. Among other things, this also 

includes the applicant’s agreement to become a member of Railbird’s clearing partner, 

Clearinghouse, and be bound by Clearinghouse’s Rules in its capacity as a Designated 

Clearing Organization.

(d) If an application is approved by Railbird, the applicant will be a Member and will have 

the following privileges, which Railbird may revoke, amend, or expand in accordance 

with, or by amending, these Rules:

(1) To maintain a Railbird account;

(2) To buy Contracts on the Platform using the funds in its Railbird account;

(3) To sell Contracts on the Platform using the funds in its Railbird account;

(4) To view “real-time” the same best bids to buy and offers to sell the Contracts 

traded on the Platform as are available to all other Members;

(5) To view the current trading volume and open interest for the Contracts traded on 

the Platform; and

(6) To view all non-secure parts of the Railbird website, including these Rules, and 

descriptions of Contracts traded on the Platform as well as all secure parts of the 

Railbird website outlined above in Rule 3.1(d)(1)-(5).

(e) Railbird may in its sole discretion approve, deny, or condition any Member application as 

Railbird deems necessary or appropriate.

(1) In the event that Company staff decides to decline or condition an application 

for admission as a Member, or to terminate a Person’s status as Member, 

Company staff shall notify such Person thereof in a written notice sent to the 

address provided by the Person in the Member Application and Agreement or 

maintained in the Company’s registry of Members. The written notice will 

specify the basis for the Company’s decision. Such Person may, within 28 

business days, request in writing that the Company reconsider the 

determination.
18

(2) Within 28 business days of receiving a request for reconsideration, the 

Company shall confirm, reverse or modify the denial, condition or terminate the 

Member status of such Person, and shall promptly notify such Person 

accordingly in writing. The Company may, in its sole discretion, schedule a 

hearing (in person or by teleconference), request additional information from 

such Person or establish any other process that it believes is necessary or 

appropriate to consider the request for reconsideration.

(3) The Company’s decision is the final action of the Company and is not subject to 

appeal.

(f) A Member may not maintain and/or trade more than one Railbird account.

(g) Applicants for Member status of the Company may withdraw their applications at any 

time without prejudice or without losing their right to apply at a future time.

(h) Railbird will apply Member access criteria in a fair and nondiscriminatory manner that is 

not anti-competitive.

RULE 3.2 MEMBER OBLIGATIONS

(a) Each Member must comply with these Rules, applicable provisions of the CEA and 

Commission regulations. Each Member must also cooperate promptly and fully with 

Railbird, its agents, and/or the Commission in any investigation, call for information, 

inquiry, audit, examination, or proceeding. Such cooperation shall include providing 

Railbird with access to information on the activities of such Member in any referenced 

market that provides the underlying prices for any Contract. Additionally, each Member 

must update its e-mail address within 24 hours after any change and update all other 

information provided in its Member Application within five days after that information 

has changed. If any Member thereof fails to satisfy these obligations, Railbird may 

revoke or suspend the Member’s privileges in full or in part. Each Member may also be 

subject to civil or criminal prosecution.

(b) Each Member consents to allow Railbird to provide all information Railbird has about the

Member, including the Member’s trading activity, to the Commission or any other 

Regulatory Agency, law enforcement authority, or judicial tribunal, including (as may be 

required by information sharing agreements or other contractual, regulatory, or legal 

provisions) foreign regulatory or self-regulatory bodies, law enforcement authorities, or 

judicial tribunals without notice to the Member.

(c) Each Member consents to Railbird providing information related to Know Your 

Customer or Anti-Money Laundering to its Derivatives Clearing Organization, 

Clearinghouse.

(d) Each Member is required to review the “Notices” section of the Railbird website to make 

itself aware of material changes to these Rules or other notices that may affect its rights 

and obligations as a Member of Railbird.
19

(e) Each Member must immediately notify Railbird in writing upon becoming aware:

(1) That the Member has had access or trading privileges suspended, or 

membership denied, in any commodity, securities, or swaps exchange, 

brokerage, association, or Regulatory Agency;

(2) That the Member has been convicted of, pled guilty or no contest to, or entered 

a plea agreement to, any felony in any domestic, foreign or military court;

(3) That the Member has been convicted of, pled guilty or no contest to, or entered 

a plea agreement to a misdemeanor in any domestic, foreign or military court 

which involves:

(i) Embezzlement, theft, extortion, fraud, fraudulent conversion, forgery, 

tax evasion, counterfeiting, false pretenses, bribery, gambling, 

racketeering, or misappropriation of funds, securities, or properties; or

(ii) Any transaction in or advice concerning swaps, futures, options on 

futures, leveraged transactions or securities;

(4) That the Member has been subject to, or associated with a firm that was subject 

to regulatory proceedings before any governmental or Regulatory Agency;

(5) That the Member is currently a party to any investigation or proceeding, the 

resolution of which could result in an event described in Rule 3.3(d)(1)-(4);

(6) Of any other material change in any information contained in the Member 

Application;

(7) Of becoming subject to early warning reporting under Commission Regulation 

1.12;

(8) Of becoming the subject of a bankruptcy petition, receivership proceeding, or 

the equivalent, or being unable to meet any financial obligation as it becomes 

due; or

(9) Of information that concerns any financial or business developments that may 

materially affect the Members’ ability to continue to comply with participation 

requirements.

(f) A Member is not required to engage in trading activity or maintain a minimum balance in 

its account after initial funding.

(g) Each Member, upon a request of the Company or any Regulatory Agency, must promptly 

respond to any requests for information, including by providing any necessary 

information for the Company to perform any of the functions described in CEA Section 

5(h).
20

(h) Each Member shall maintain appropriate books and records of its trading, including 

records of any activity in the underlying commodity and related derivatives markets, and 

make such records available, upon request, to Railbird.

RULE 3.3 REJECTION OF APPLICANT AND LIMITATIONS OF TRADING 

PRIVILEGES

(a) Notwithstanding Railbird’s authority granted under any other Rule, Railbird may, in its 

sole discretion, deny any Member application, or suspend, revoke, limit, condition, 

restrict, or qualify the trading privileges of any account owner pursuant to this section (a) 

or authorized trader of an account owner as it deems necessary or appropriate.

(b) An account owner who has had trading privileges limited pursuant to Section (a) of this 

Rule will be provided, in writing, the reason such action was taken.

(c) If Railbird denies the Member Application of any Person or places limitations on trading 

privileges pursuant to this section, the applicant whose trading privileges have been 

limited may appeal the decision by filing with Railbird a petition for review of such 

membership denial or trading limitation. The petition should describe in detail the 

reasons why the Member Application should be granted, or trading limitations removed. 

The petition must be filed within 28 days from the date upon which notice of the denial 

of membership or limitation of trading privileges was provided by Railbird. The decision 

of the Company will be final. A Person that has been denied membership by the 

Company will not be eligible for reapplication during the six months immediately 

following such denial.

(d) If trading privileges are limited pursuant to Section (a) of this Rule, Railbird may initiate 

a transfer of the Member’s balance to the bank account on record, or cause for the same 

to be effected by the Derivatives Clearing Organization.

(e) Railbird has full discretion to limit or restrict a Member from trading in specific 

Contracts or categories of Contracts to mitigate risks of market manipulation.

RULE 3.4 COMMUNICATIONS BETWEEN RAILBIRD AND MEMBERS

(a) Each Member must provide Railbird with its current electronic mail address and 

immediately notify the Company of any changes. All communications between Railbird 

and its Members, including confirmation of all Transactions executed on a Member 

Account, may be transmitted by electronic mail, on the Railbird website, or via the 

Railbird API.

(b) A Member is responsible for promptly reviewing and, if necessary, responding to all 

communications from Railbird.

(c) Railbird may record conversations and retain copies of electronic communications 

between the Company and Members. Any such recordings may be retained by the 

Company in such manner and for such periods of time as Railbird may deem necessary or 

appropriate. Railbird shall retain such records for the retention periods necessary to 
21

comply with CFTC Regulation 1.31 or such longer period as the Company deems 

appropriate.

RULE 3.5 MEMBER FUNDS MAINTAINED WITH THE COMPANY

All Member funds deposited with Railbird’s clearing partner, Clearinghouse, shall be held in 

accordance with CFTC Regulations in accounts identified as Member Accounts. Such funds 

shall be segregated by Clearinghouse and treated as belonging to such Members.

RULE 3.6 DUES, FEES, AND EXPENSE PAYABLE BY MEMBERS

(a) Members are not required to pay dues.

(b) Members may be charged fees in connection with the trading of Contracts in such 

amounts as may be revised from time to time to be reflected on the Company’s Website.

(c) Members may be charged fees for Settlement of Contracts in an amount to be reflected 

from time to time on Railbird’s website.

(d) Railbird may cause and/or instruct Clearinghouse to deduct from the Member Account 

fees or expenses incurred in connection with the Member’s trading or account activity or 

Railbird’s administration in connection with that activity, such as fees for wire transfer or 

other payment methods processing fees. All such fees will be charged in an amount to be 

reflected from time to time on the Company’s Website.

(e) If Railbird determines in the future to impose dues or additional fees, the Member will be 

provided notice of the change at the time the amended fees are filed with the 

Commission. The new fee structure will be implemented no earlier than on the first 

available trade date for which the change may be implemented according to the 

Commission’s self-certification filing requirements as set forth in Commission 

Regulation 40.6(a).

(f) Railbird may from time to time establish incentive programs that provide participants 

with incentives that encourage membership and trading.

CHAPTER 4: [RESERVED]

CHAPTER 5: METHOD FOR MEMBERS TO TRADE CONTRACTS

RULE 5.1 PRIOR REVIEW OF THESE RULES AND ACCEPTANCE OF TERMS OF 

MEMBER AGREEMENT

No Person may become a Member of Railbird or trade any Contracts on the Platform unless such 

Person has received, read, understood, and accepted the Railbird Rulebook, Terms of Use, 

Privacy Policy, and Member Agreement, and has certified having done so.
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RULE 5.2 MEMBER ACCESS TO RAILBIRD

(a) During the Railbird Member Application process, an applicant to become a Member will 

be required to choose a unique user identification (“ID”) and password. The applicant 

will be required to enter the ID and password to log onto and access secure portions of 

the Railbird website. Each time the applicant submits its ID and password to Railbird in 

order to log onto Railbird, the applicant affirms that it understands and agrees to be 

bound by these Rules and other policies of Railbird, as amended.

(b) After a Member Application has been approved by Railbird, the applicant shall be 

notified of its designation as a Member. As a Member, such a Person will be able to 

access the Platform, execute Trades, and otherwise access information regarding, or 

perform functions in, such a Person's account using its ID and password.

(c) For account security and audit trail purposes, each Member agrees that Railbird may 

maintain logs of its IP address used to access the Railbird website.

(d) Each Member will be responsible for protecting its ID and password from improper 

disclosure. In addition, a Member may not knowingly or negligently permit any Person 

not authorized by Railbird and by the Member to use the ID and password to access the 

secure portion of the Railbird website. Each Member is required to immediately notify 

Railbird if it knows, or has reason to believe, that its ID or password have been disclosed 

to any Person not authorized by Railbird and the Member to use such ID and/or 

password.

(e) Each Member will be liable for all costs and any losses that it may incur from 

Transactions executed on the Platform by any Person, authorized or not, using its ID and 

password. Railbird will not be responsible in any way for unauthorized Transactions in a 

Member Account.

(f) Each Member is responsible for contracting with an Internet service provider through 

which it will access the Railbird website and for having a backup service provider if the 

Member thinks it is necessary. Each Member is also responsible for maintaining an 

Internet connection speed adequate for its needs. Railbird will not be responsible in any 

way for any orders delayed or trades missed or not executed in a timely fashion because 

of failure of the Member’s Internet service provider or slowness of its Internet connection 

speed. No communication from a Member will be deemed to have been received by 

Railbird until that communication is logged by the Railbird server.

(g) Railbird in its discretion may place a Member Account on hold (prohibiting any order 

activity) or on hold-liquidation only (allowing only orders to liquidate existing positions). 

In such circumstances, Railbird will promptly notify the affected Member of the nature of 

and reason for the action.
23

RULE 5.3 TRADING CONTRACTS – MEMBERS

(a) Members will be able to trade Contracts by entering Orders on such Contracts. After 

logging into the secure portion of the Railbird website, the Member will input its Orders 

into the Platform.

(b) When a Member’s Order is matched by an Order from another Member:

(1) If the Member’s Order is to enter into one or more Contracts for which it does 

not have an offsetting position in its account, Railbird will check the Member 

Account to ensure it has enough funds to cover its maximum loss under the 

Contract(s) it is attempting to enter into. If the Member does not have the 

necessary funds in its account, Railbird will reject the order and notify the 

Member. If the Member does have the necessary funds in its account, Railbird 

will execute the trade. Upon trade execution, Railbird will cause and/or instruct 

Clearinghouse to:

(i) Debit the funds from the Member Account in an amount necessary to 

cover the maximum loss;

(ii) Credit those funds towards the appropriate settlement account;

(iii) Place the Contracts that were the subject of the Order into the Member 

Account; and

(iv) Notify the Member by electronic mail that the Trade has been executed.

(2) If the Transaction involves entering into one or more Contracts for which a 

Member has an offsetting position in its account, upon execution of the Trade 

Railbird will cause and/or instruct Clearinghouse to:

(i) Close the offsetting position in the Member Account;

(ii) Debit the settlement account in the amount of any gains realized by the 

offsetting Transaction and any funds that were debited from the Member 

Account at the time the Contract(s) that is being closed was entered into 

and that were not also used to pay any losses on such Contract(s);

(iii) Credit those amounts to the Member Account; and

(iv) Notify the Member by electronic mail that the Trade has been executed.

(3) If a Member’s Order is placed on the Platform and not immediately matched by 

an Order from another Member, it will rest on the Platform until it is matched 

and executed in accordance with the procedures outlined above in this Rule, 

until the Member cancels it, or until it is cancelled by Railbird or its Derivatives 

Clearing Organization partner upon the Expiration of the Contract or otherwise 

in accordance with these Rules.
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RULE 5.4 ORDER ENTRY

(a) Member Orders

(1) A Member will enter Orders to trade Contracts by electronic transmission over 

the Internet. Order rate limiter functionality will cap the maximum number of 

orders that may be submitted to the Company per second (or per a specific time 

period expressed in seconds) per Member in order to prevent a risk of harm to 

the Company.

(2) A Member will enter an Order to trade one or more Contracts by indicating to 

Railbird in the manner required by Railbird:

(i) Order direction (i.e., buy/yes or sell/no);

(ii) Price at which the Member wants to buy or sell the Contract; and

(iii) Number of Contracts the Member wants to buy or sell.

(3) In order to enter an Order to trade one or more Contracts, a Member will be 

required to submit the Order to Railbird. Once the Order is accepted by 

Railbird, Railbird will assign to the Order an Order ID. This ID will appear next 

to the associated Order on the Member’s Order Ticket and Order History 

account pages. The Member will be responsible for any and all Order entries 

confirmed for its account and accepted by Railbird.

(4) Any Member submitting Orders, or any other messages directly to Railbird, 

including but not limited to messages related to the cancellation or amendment 

of an Order, whether manually or via automated functionality, must ensure 

adequate controls are in place to prevent excessive messaging or other activity 

that may be deemed detrimental or disruptive to the Company.

(b) Railbird’s trading system will keep an electronic record of all orders to trade Contracts, 

and all executed Contract trades. The records kept by Railbird will include all of the 

terms identified in paragraph (a) of this Rule as well as the date and time that the 

Transaction was completed to the nearest thousandth of a second and the member ID, for 

all executed Contract trades and to the nearest thousandth of a second for all Orders to 

trade Contracts.

(c) A Railbird Contract will not be void, voidable, subject to rescission, or otherwise 

invalidated or rendered unenforceable due to:

(1) A violation by Railbird of the provisions of sections 5 or 5h of the CEA or Part 

38 of CFTC Regulations;

(2) Any CFTC proceeding to alter or supplement a rule, term or condition under 

section 8a(7) of the CEA or to declare an emergency under section 8a(9) of the 

CEA; or
25

(3) Any other proceeding where the effect of which is to alter or supplement a 

specific term or condition or trading rule or procedures, or requires Railbird to 

adopt a specific term or condition, trading rule or procedure, or to take or refrain 

from taking a specific action.

RULE 5.5 HANDLING OF CUSTOMER ORDERS

(a) All trading on Railbird’s central limit order book is conducted on a fully anonymous 

basis.

(b) Disclosing Orders Prohibited

(1) It is a violation of this Rule 5.5 for any Person to disclose another Person’s 

Order to buy or sell any Contracts except as may be requested by Railbird or the 

Commission.

(2) It is a violation of this Rule 5.5 for any Person to act or direct another Person to 

act based on non-public order information, however acquired.

RULE 5.6 DISPUTED ORDERS

(a) If a Member believes that an Order to trade one or more Contracts was incorrectly 

executed or rejected by Railbird that Member may request a review of the Order by 

providing the confirmation number for the order and stating the grounds for its 

disagreement with the handling of the order.

(b) Upon receipt of a request for review of an Order and the accompanying confirmation 

number, Railbird will review its electronic audit trail to determine if the Railbird trading 

system correctly interpreted and executed the Order.

(c) If the review described in paragraph (b) of this Rule reveals that the Railbird trading 

system made a mistake, the Order will be cancelled and the accounts of all Members that 

were party to the Order will be returned to their state before the Trade was executed.

(d) If the review described in paragraph (b) of this Rule reveals that the Railbird trading 

system did not make a mistake, Railbird will inform the Member who requested the 

review of its determination that the Order was properly handled, the evidence supporting 

that determination, and that an adjustment will not be made.

(e) A Member may appeal a determination under paragraph (d) of this Rule to a Railbird 

compliance officer through the electronic mail address provided on the Railbird website. 

The Member making the appeal will be required to provide a response to the evidence 

described in paragraph (d) of this Rule that the order was properly handled, and the 

Member may provide any other information it wishes to disclose. If the Member’s appeal 

does not contain a response to the evidence described in paragraph (d), it will be rejected. 

The compliance officer will decide on the appeal no later than 10 [business] days after its 

receipt, and that decision will be final.
26

(f) Railbird will document in writing all requests for review of orders received by Railbird, 

the time and manner in which Railbird reviewed its electronic audit trail in response to 

the request, the outcome of that review, and the action or actions taken by Railbird in 

response to that review, including the results of any appeal filed under paragraph (e) of 

this Rule and the review conducted by the compliance officer in deciding that appeal.

RULE 5.7 PRIORITY OF ORDERS

Railbird’s central limit order book matches orders in an open and competitive manner. Subject to 

the provisions of Rule 5.10(b) regarding orders, Railbird’s trading algorithms execute all trades 

by matching orders according first by price and then time priority. This means that orders and 

quotes entered at different prices will be executed in order of price, from best to worst, regardless 

of what time they were placed on the Platform, and orders and quotes placed on the Platform at 

the same price will be executed in order of time, from oldest to most recent.

RULE 5.8 FILLING ORDERS TO TRADE CONTRACTS

(a) Subject to the provisions of Rule 5.10(b) regarding orders, the Railbird trading system 

will fill all orders to trade Contracts on an “or better” basis. This means that if a Member 

places an Order to buy a Contract or Contracts at a price higher than the price of the best 

sell offer on the Platform, the system will fill that Order to buy at the better sell offer 

price(s) until all available sell offers under or equal to that buy Order’s limit price are 

filled or until that buy Order is completely filled. Likewise, if a Member enters a sell 

Order at a price lower than the price of the best bid, the system will fill that sell Order at 

the better bid price(s) until all available bids over that sell Order’s limit price are filled or 

that sell Order is completely filled. If an Order is only partially filled, the unfilled portion 

of that Order will remain in the order book as a resting Order at the limit price specified. 

Should an opposite Order at the same price or better than the original Order subsequently 

be placed on the system, the unfilled portion of the original Order will be executed 

opposite that new Order at the original Order’s limit price.

(b) A written record of all of the terms of each Trade entered into on Railbird or pursuant to 

the Rules will be available immediately upon execution on the Railbird interface on the 

Member’s activity page. Such record shall legally supersede any previous agreement and 

serve as a confirmation of each such trade. Railbird will send confirmation messages to 

Members upon execution of a Trade via the API, mobile application, and/or website, if 

such Members are online at the time. However, please note that if any applicable Member 

is not online at the time of execution, such Member will see the confirmation(s) when it 

next logs on to the interface. The contract type, size, execution time and execution 

method for each Trade will be made available on the website to all Members after 

execution of the relevant Trade.

RULE 5.9 CANCELLATION OF ORDERS

(a) A Member can submit instructions, via Railbird’s interface (website, mobile application) 

or the API, to cancel an Order which that Member has placed on the Platform if that 

Order has not yet been executed. Upon submission of instructions to either cancel or 
27

modify an Order that has not been executed, the Railbird system will withdraw the Order 

from the order book and confirm the cancellation of the Order.

(b) Railbird will attempt to cancel an existing Order as soon as possible after a Member 

enters a cancellation instruction. However, the Order may be executed before Railbird is 

able to cancel it. If an Order has been filled in whole or in part, a Member may cancel 

only that portion of the Order (if any) that has not been executed.

RULE 5.10 TRADE CANCELLATIONS

(a) As a designated contract market, Railbird has the authority to adjust Trade prices or 

cancel Trades when necessary to mitigate market disrupting events caused by 

malfunctions on its Platform or errors in Orders submitted by Members. However, due to 

the fully collateralized and short-term nature of trading on Railbird, the circumstances in 

which this authority may be exercised are limited.

(b) Railbird, in its discretion and in accordance with these Rules, may cancel a Trade that has 

been executed on the market at a price that is inconsistent with prevailing market 

conditions due to improper or erroneous orders or quotes being matched on the Platform. 

Likewise, because of the nature of Railbird Contracts, there will generally be no 

cancellation or adjustment of an erroneous trade except in extraordinary circumstances as 

determined by the Company.

(c) In addition to a Contract adjustment raised under Chapter 7 of these Rules, Railbird may 

review a Trade based on its own analysis of the market or pursuant to a request for 

review by a Member or other third party. A request for a review by a Member or other 

third party must be received by Railbird no later than fifteen (15) minutes after the trade 

has been executed on the Platform and before Expiration of the Contract. Railbird will 

promptly determine whether the Trade will be subject to review and then promptly post 

notice indicating that the Trade is under review.

(1) During the review, Railbird will calculate a fair market value for the Contract at 

the time of the questioned Trade by utilizing the last value or price of the 

Contract at the time of the Trade and/or any other relevant market information 

obtained or presented to the Company.

(2) Once a fair market value has been calculated, a fifteen (15) percent range will 

be added above and below such fair market value to determine the “No 

Cancellation Range”.

(3) If a Trade has been executed within the No Cancellation Range, the executed 

Trade will stand. If a Trade has not been executed within the No Cancellation 

Range, Railbird shall have the authority, but not the obligation, to cancel or 

adjust such Trade. Once a Trade is determined to be cancelled or adjusted, 

Railbird will:

(i) notify all interested Members to the Trade as soon as practicable 

following such determination; and
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(ii) publish its decision on the Railbird website.

(4) The decisions of Railbird regarding fair market value of the Contract, the No 

Cancellation Range, the cancellation of a Trade, or any other determination 

hereunder shall be final and not subject to appeal.

RULE 5.11 VIEWING THE MARKET AND EXECUTED ORDERS

Railbird will, at all times, allow its Members to view the current best bid and offer on the 

Platform, the open interest, the trade volume, as well as the depth of the order book up to the 

fifth level of prices.

RULE 5.12 HOURS FOR TRADING CONTRACTS

Trading shall be available at all times outside of any maintenance windows, which may be 

announced from time to time.

RULE 5.13 PROHIBITED TRANSACTIONS AND ACTIVITIES

(a) Members are prohibited from entering Orders on the Platform if there are insufficient 

funds or Contracts in the Member’s settlement account to satisfy such Orders if they are 

executed. Railbird may, in its discretion, take such action against a Member if the 

circumstances warrant, subject to Rule 9.3(e) and Rule 9.7.

(b) No Person shall enter into or attempt to enter into any non-competitive trade on the 

Platform, including any accommodation trade or any trade that has been directly or 

indirectly prearranged. For example, a Member may not agree in advance with another 

Member that one of the Members will enter an Order and the other Member will attempt 

to trade against that Order by timing the submission of Orders or otherwise.

(c) No Person shall enter into or attempt to enter into any trade on the Platform that:

(1) Does not result in a change in beneficial ownership;

(2) Is designed to unnaturally inflate trading volume;

(3) In any way attempts to circumvent the Platform’s order processing, trade 

ordering, trade execution systems, or otherwise to circumvent exposure of the 

Order to open and competitive bidding on the Platform; or

(4) That has some other illegitimate purpose.

(d) No Person shall enter into any trade designed or used to cause any price for a Contract 

other than a true and bona fide price to be reported, registered, or recorded by the 

Platform.

(e) No Person shall trade in, transfer, assign, or otherwise dispose of Contracts other than as 

provided for in these Rules.
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(f) No Person shall enter into or agree to transfer or transfer the benefit of any position in 

any Contract to another person other than through a transaction executed through the 

Platform. Provided however, transfers of open contracts on the books of the 

Clearinghouse to another account on the books of the Clearinghouse need not be made 

competitively where no change in beneficial ownership is involved in the transfer. For 

purposes of this Rule 5.13(f), a change in beneficial ownership shall not be deemed to 

have occurred with respect to (A) transfers between entities that are 100% owned by the 

same Person, and (B) transfers between any person and any entity owned 100% by such 

Person.

(g) No Member shall trade for a Person other than itself.

(h) No Member may deposit funds or allow funds to be deposited into their Railbird account 

from any bank account or credit card or debit card or other account not held in the same 

name as their Railbird account (except as otherwise provided in these Rules).

(i) The Company may deposit funds into a Member’s Railbird account, including but not 

limited to, in the event of an order cancellation, trade cancellation, expiration value 

adjustment, ledger adjustment, refund of wire transfer fees, or incentive program.

(j) No Person shall engage in any activity that presents a risk of harm to Railbird, its 

Members, or the public.

(k) No Person shall engage in any activity that adversely affects the integrity of the Platform 

or its underlying systems.

(l) No Person subject to arbitration under these rules shall fail to abide by an arbitration 

decision or award handed down under Chapter 10 of these Rules.

(m)No Person shall intentionally provide misleading, erroneous, or fraudulent information to 

Railbird on a Member Application or otherwise.

(n) No Person shall create a false appearance of a partnership, agency, employment or 

affiliate relationship with Railbird and no Person shall unlawfully solicit customer funds 

for deposit at Railbird.

(o) No Member may operate or solicit in any capacity that may require registration with the 

CFTC without being properly registered.

(p) No Person shall engage in any activity that is intended to, or has the effect of, 

manipulating the market in violation of Sections 6(c) and 9(a)(2) of the CEA and no 

Person shall engage in any other activity that would violate the CEA or the Commission’s 

Regulations.

(q) No Member shall deposit funds into its Railbird account from an account which does not 

hold sufficient funds at the time of deposit, and at the time the deposit is presented by 

Railbird for payment.
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(r) No Member shall make a false representation to a third party regarding any deposit made 

into that Member’s Railbird account which would result in a chargeback or stop payment 

of funds to the Member Account.

(s) No Member shall allow its Member Account balance to become negative by any means. 

In the event that a Member’s settlement account balance becomes negative, the Member 

must immediately deposit additional funds to correct the deficiency. Any Member whose 

settlement account carries a negative balance for 30 days or more is subject to summary 

termination of membership. Railbird may, in its discretion, take such other action against 

a Member if the circumstances warrant, subject to Rule 9.3(e) and Rule 9.7.

(t) No Member shall engage in conduct or practices inconsistent with just and equitable 

principles of trade or conduct or practices detrimental to the best interests of the 

Company.

(u) If a Member is an Insider that has access to material non-public information that is the 

subject of an Underlying of any Contract or that has the ability to exert any influence on 

the subject of an Underlying of any Contract, that Member is prohibited from attempting 

to enter into any trade or entering into any trade, either directly or indirectly, on the 

market in such Contracts. An “Insider” means any person who has access to or is in a 

position to have access to material nonpublic information before such information is 

made publicly available. A Member who is an employee or affiliate of a Source Agency 

for any Contract is prohibited from attempting to enter into any trade or entering into any 

trade, either directly or indirectly, on the market in such Contracts.

(v) If a Member is a decision maker, either directly or indirectly, or has any influence, either 

directly or indirectly, no matter the scale and importance of the influence, on the outcome 

of the Underlying (event) of any Contract, that Member is prohibited from attempting to 

enter into any trade or entering into any trade, either directly or indirectly, on the market 

in such Contracts.

(w)No Person shall engage in any activity that constitutes fraudulent or abusive trading, 

including but not limited to violating bids or offers, demonstrating intentional or reckless 

disregard for the orderly execution of transactions during the closing period, or spoofing.

(x) No Person shall engage in any trading activity intended to accomplish a “money pass”, 

“wash trade” or “front-running” as such terms are defined by the Commission and any 

regulations promulgated thereunder.

(y) No Person shall, directly or indirectly, intentionally or recklessly:

(1) Use or employ, or attempt to use or employ, any manipulative device, scheme, 

or artifice to defraud;

(2) Make, or attempt to make, any untrue or misleading statement of a material fact 

or to omit to state a material fact necessary in order to make the statements 

made not untrue or misleading; or
31

(3) Engage, or attempt to engage, in any act, practice, or course of business, which 

operates or would operate as a fraud or deceit upon any Person.

RULE 5.14 POSITION LIMITS AND ACCOUNTABILITY LEVELS

(a) Railbird shall adopt Position Limits and/or Accountability Levels on a Contract-byContract basis. The Position Limit and/or Accountability Levels shall be set forth in a 

Position Limit Table as may be amended from time to time by the Company in a notice 

and on its website. Any Member who exceeds a Position Limit absent an exemption shall 

be deemed in violation of this Rule 5.14. Any member who exceeds an Accountability 

Level may be asked by the Railbird compliance department (“Compliance Department”) 

to provide information relating to the position (e.g., the nature and size of the position, 

the trading strategy, hedging information, etc.). Furthermore, each Member that holds or 

controls positions in excess of a Position Accountability Level consents to not increase or 

decrease its position when so ordered by the Compliance Department. Generally, a 

Member that holds or controls positions in excess of an Accountability Level will be 

contacted by the Compliance Department in advance of an instruction not to increase or 

decrease a position. 

(b) A Member seeking an exemption from Position Limits must apply to Railbird on forms 

provided by the Company.

(1) The Compliance Department shall, on the basis of the application and any 

requested supplemental information, determine whether an exemption from 

Position Limits shall be granted.

(2) A Member intending to exceed position limits, including limits established 

pursuant to a previously approved exemption, must file the required application 

and receive approval from the Railbird Compliance Department prior to 

exceeding such limits. Provided however, the Railbird Compliance Department 

may approve a hedge exemption application filed up to five (5) business days 

after a Member exceeds an applicable Position Limit, but if the application is 

denied, the applicant will be in violation of the applicable Position Limit until 

the position is reduced below the limit.

(c) In order to obtain an exemption from a Position Limit, a Member must:

(1) Provide a description of the exemption sought;

(2) Provide a complete and accurate explanation of the underlying exposure related 

to the exemption request;

(3) Agree to promptly provide, upon request by the Railbird Compliance 

Department, information or documentation regarding the Member’s financial 

condition;

(4) Agree to comply with all terms, conditions or limitations imposed by the 

Railbird Compliance Department with respect to the exemption;
32

(5) Agree that the Railbird Compliance Department may, for cause, modify or 

revoke the exemption at any time;

(6) Agree to initiate and liquidate positions in an orderly manner;

(7) Agree to comply with all Company rules; and

(8) Agree to promptly submit a supplemental statement to the Railbird Compliance 

Department whenever there is a material change to the information provided in 

the most recent application.

(d) Position Limits Exemptions:

(1) Bona Fide Hedging Transactions or Positions: The Railbird Compliance 

Department may grant an exemption from Position Limits for bona fide hedging 

transactions or positions that are economically appropriate to the reduction of 

risk in the conduct and management of a commercial enterprise.

(2) Spread Positions: The Railbird Compliance Department may grant exemptions 

for an intra-market spread, inter-market spread, intra-commodity spread, and 

inter-commodity spread.

(e) If a Member fails to reduce any position in a manner and time as directed by Railbird, 

Railbird shall have the authority to liquidate the applicable position to a level below the 

defined Position Limit or Accountability Level stipulated under the relevant Contract in 

Chapter 13 of these Rules.

(f) In addition to the restrictions and requirements imposed in Section 5.14(a) and (b), the 

first violation by a Member of a Position Limit or failure to respond or follow 

Compliance Department instructions in connection with positions in excess of an 

Accountability Level may result in a letter of warning to be issued by the Railbird 

Compliance Department to the Member or the initiation of proceedings in accordance 

with Chapter 9 of these Rules.

(g) In addition to the restrictions and requirements placed in Section 5.14(f), any subsequent 

violation by a Member of an Accountability Level instruction or Position Limit within 12 

months after a violation that resulted in a letter of warning, will result in the initiation of 

proceedings in accordance with Chapter 9 of these Rules.

(h) Aggregation of positions:

(1) All positions in accounts for which any Person by power of attorney or 

otherwise, directly or indirectly controls trading or holds a 10 percent of greater 

ownership or equity interest must be aggregated with the positions held and 

trading done by such person.
33

(2) Positions held by two or more Persons acting pursuant to an express or implied 

agreement or understanding the same as if the positions were held by, or the 

trading of the position were done by, a single individual.

(3) Exemptions from aggregation in all products subject to Railbird’s position 

limits must comply with the provisions of CFTC Regulation 150.4(b).

(4) Any Member claiming an exemption from Railbird’s position limits under the 

provisions of CFTC Regulation 150.4(b)(1)(ii), (b)(2), (b)(3), (b)(4), or (b)(7) 

must provide a notice to the Company which sets forth 1) a description of the 

relevant circumstances that warrant disaggregation and 2) a statement by a 

senior officer or executive of the entity certifying that the conditions set forth in 

the applicable CFTC aggregation exemption provision have been met. Upon 

request by the Company, any Member claiming an exemption from aggregation 

under 5.14(h)(3) must provide any requested information that demonstrates the 

person meets the applicable requirements for the exemption. The Company, in 

its sole discretion, may amend, suspend, terminate, or otherwise modify a 

person’s exemption from aggregation for failure to comply with the provisions 

of this Chapter 5.

CHAPTER 6: CLEARING AND SETTLING CONTRACT TRADES, SETTLEMENT, 

AND MEMBER WITHDRAWAL REQUESTS

RULE 6.1 CLEARANCE

(a) In its capacity as a registered Derivative Clearing Organization, Clearinghouse shall serve 

as the clearing party to all orders matched pursuant to Chapter 5.

(b) All Member positions are fully cash collateralized, and no Member can take positions 

that would lead to an exposure that exceeds the funds deposited in the Member Account.

(c) Upon the successful matching of orders pursuant to Rules 5.3 or 5.4 the Derivatives 

Clearing Organization shall immediately, through the process of novation, be substituted 

as, and assume the position of, seller to the Member buying and buyer to the Member 

selling the relevant contract. Upon such substitution, the buying and selling Members 

shall be released from their obligations to each other, and such Member shall be deemed 

to have bought the contracts from or sold the contracts to the Derivatives Clearing 

Organization, as the case may be, and the Derivatives Clearing Organization shall have 

all the rights and be subject to all the liabilities of such Member with respect to such 

transaction. Such substitution shall be effective in law for all purposes.

(d) If a trade is rejected for clearing by the Derivatives Clearing Organization for any reason, 

such trade is void ab initio.

(e) In the event of any conflict or inconsistency between these Rules and the Clearinghouse

Rules with respect to any Member’s responsibilities or obligations under the 

Clearinghouse Rules, the Clearinghouse Rules shall prevail. As stated in Rule 3.1(c), all 

Members are bound by the Clearinghouse Rules.
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RULE 6.2 SETTLING CONTRACT TRADES

Railbird will maintain, on its system, a record of Member balances and Contracts. Railbird’s 

Derivatives Clearing Organization partner, Clearinghouse, will also maintain a Member 

Account, which will reflect funds used by Members to buy and sell Contracts. Railbird may also 

maintain a “proprietary account,” which will be credited with all fees debited from Member 

Accounts due to trades and Settlements.

RULE 6.3 SETTLEMENT

(a) When a Contract expires, the Contract will pay its Settlement Value to the holders of long 

and short positions based on the Contract’s Payout Criterion, as follows:

(1) When a Binary Contract expires and has a Market Outcome of YES, such 

Contract will pay its Settlement Value to the holders of long positions in such 

Contracts. Conversely, when a Binary Contract expires and has a Market 

Outcome of NO, such Contract will pay its Settlement Value to the holders of 

short positions in such Binary Contracts.

(2) When a Continuous Contract expires, such Contract will:

(i) Pay its Settlement Value to the holders of long positions in such 

Contracts; and

(ii) Pay the difference between its maximum possible Settlement Value and 

its Settlement Value and to the holders of short positions in such 

Contracts.

(b) On the Settlement Date, Railbird will cause and/or instruct Clearinghouse to:

(1) Notify all Members whether they will receive a Settlement Value pursuant to 

Rule 6.3(a);

(2) Settle the Contracts as follows:

(i) For Binary Contracts, by debiting the settlement account in an amount 

no less than the Settlement Value for such Contracts multiplied by the 

total number of outstanding in-the-money Contract positions, and credit 

those funds to the applicable Member Accounts of the Members holding 

the in-the-money Contract position following any holding period 

described in Rule 6.3(c); and

(ii) For Continuous Contracts, by debiting the settlement account in an 

amount no less than the Settlement Value for both long and short 

positions for such Contracts multiplied by the total number of respective 

outstanding Contract positions and credit those funds to the applicable 

Member Accounts of the Members holding those respective positions 
35

following any holding period described in Rule 6(c). Delete all Contracts 

from Members’ accounts, as applicable.

(3) Before Settlement, Railbird may, at its sole discretion initiate the Market 

Outcome Review Process as provided in Rule 7.1.

(4) Railbird will distribute notification via electronic mail at Settlement to all 

Members who hold the relevant Contract.

RULE 6.4 SETTLING MEMBER WITHDRAWAL REQUESTS

(a) Within one business day of when a Member requests to withdraw funds from its Railbird 

account, Railbird will transmit such request to Clearinghouse in electronic batch mode 

transmission. Clearinghouse will then cause and/or instruct its settlement bank to process 

the request and distribute funds to the account at the U.S. Financial Institution or Foreign 

Bank in the case of a non-United States resident Member who does not have an account 

at a US Financial Institution, registered with Railbird by the Member (unless the Member 

has unsatisfied outstanding obligations on Railbird, in which case such balances may be 

retained as necessary to satisfy such obligations or until the Member otherwise satisfies 

such obligations, or unless such transfer would otherwise violate applicable law or 

regulation as determined by either Railbird or Clearinghouse in its sole discretion). The 

Member should refer to Railbird’s website under the Fee Schedule for all fees and costs 

associated with withdrawal of funds from the Member’s Railbird account. The processing 

of a Member withdrawal request may be suspended or denied if circumstances, whether 

present or imminent, would make the request impossible or impractical to fulfill, cause a 

potential risk of harm to Railbird, its Members, or Clearinghouse, violate applicable law 

or regulation as determined by either Railbird or Clearinghouse in its sole discretion, or 

if, either Railbird or Clearinghouse determine in its sole discretion that the funds are 

relevant to a pending investigation.

(b) Members are responsible for providing accurate account numbers to allow Railbird and 

its clearing partner, Clearinghouse, to effect transfers to Members.

CHAPTER 7: MARKET OUTCOME REVIEW AND ADJUSTMENTS NECESSITATED 

BY MATERIAL CHANGES IN THE UNDERLYING

RULE 7.1 THE MARKET OUTCOME REVIEW PROCESS

(a) Before Settlement, Railbird may initiate the Market Outcome Review Process, at its sole 

discretion and by taking into account several factors including any circumstances that 

may have a material impact on the reliability or transparency of the Underlying related to 

the Contract. Under this process, the Outcome Review Committee will determine the 

final Market Outcome. Settlement will occur on the date that the Outcome Review 

Committee reaches a determination on the Contract’s final Market Outcome. If the 

Market Outcome Review Process is initiated, Railbird will post on its website that the 

Contract’s Market Outcome is under review.
36

(b) The Outcome Review Committee shall review all relevant evidence and determine a final 

Market Outcome within a 24-hour period after the Outcome Review Process is initiated.

(c) The Outcome Review Committee has full discretion in resolving the Market Outcome 

Review Process. The determinations made by the Outcome Review Committee are final.

RULE 7.2 CONTRACT MODIFICATIONS

If any event or any circumstance which may have a material impact on the reliability or 

transparency of a Contract’s Source Agency or the Underlying related to the Contract arises, 

including but not limited to if a Contract’s Source Agency is unavailable or undergoes significant 

modifications, Railbird retains the authority to designate a new Source Agency and Underlying 

for that Contract and to change any associated contract specifications after the first day of 

trading. That new Source Agency and Underlying would be objective and verifiable. Railbird 

would announce any such decision on its website.

CHAPTER 8: INVESTMENT OF MEMBER ACCOUNT FUNDS

RULE 8.1 INVESTMENT OF MEMBER ACCOUNT FUNDS

(a) Member funds on deposit with Clearinghouse will be held in a settlement account 

segregated as Member Property, as that term is defined in CFTC Regulation 190.09(a).

(b) Clearinghouse may invest such funds subject to the limitations and conditions set forth in 

Commission Regulations 22.2(e)(1) and 1.25.

(c) Clearinghouse may pay interest to Members’ accounts at a floating rate to be determined 

by Clearinghouse on funds in Members’ accounts in excess of an amount to be 

determined by Clearinghouse.

(d) Clearinghouse will retain all profit from investment of Member funds not paid to 

Members.

CHAPTER 9: DISCIPLINE AND RULE ENFORCEMENT

RULE 9.1 MONITORING THE MARKET

(a) Railbird’s trading system will record and store for a period of not less than five (5) years 

in a searchable, read-only database a record of all data entered into the Railbird trading 

system, including the Member’s identity and the information in Rule 5.4. Such records 

shall be maintained in a readily available manner during the first two years. Railbird shall 

conduct market surveillance and trade practice surveillance using this data with programs 

designed to alert Railbird when potentially unusual trading activity takes place. Railbird, 

through the Compliance Department, will initiate review and, where appropriate, 

investigate such unusual trading activity. The Compliance Department will also 

investigate any time it has other reason to believe that inappropriate activity of any sort is 

taking place on the Railbird Platform or its website.
37

(b) All Persons within Railbird’s jurisdiction are subject to this Chapter 9 if they are alleged 

to have violated, to have aided and abetted a violation, to be violating, or to be about to 

violate, any Rule or any provision of Applicable Law for which Railbird possesses 

disciplinary jurisdiction.

RULE 9.2 DISCIPLINARY PANEL AND APPEALS COMMITTEE

(a) The Disciplinary Panel shall be:

(1) A standing committee consisting of at least three members, including at least 

one person who would not be disqualified from serving as a Public Director. No 

member of the Disciplinary Panel shall also be a member of the Company’s 

compliance staff or any person involved in adjudicating any other stage of the 

same proceeding. The Board may establish more than one Disciplinary Panel. 

The Regulatory Oversight Committee will appoint individuals for membership 

on the Disciplinary Panel. Each Disciplinary Panel shall include members with 

sufficient differing experience and Member interests so as to ensure fairness and 

to prevent special treatment or preference for any Person.

(2) Responsible for conducting hearings, rendering decisions, and imposing 

sanctions with respect to any Disciplinary Action. The Disciplinary Panel shall 

also have such other powers and perform such other duties as set forth in the 

Rules and as the Board may determine from time to time.

(b) Each member of the Disciplinary Panel shall serve for a term of one calendar year from 

the date of his or her appointment, and until the due appointment of his or her successor, 

or until his or her earlier resignation or removal, with or without cause, as a member of 

the Disciplinary Panel. A member of the Disciplinary Panel may serve for multiple terms.

(c) The Appeals Committee shall be:

(1) A standing committee consisting of at least three members of the Board. No 

member of the Appeals Committee shall also be a member of the Company’s 

compliance staff or any person involved in adjudicating any other stage of the 

same proceeding.. The Appeals Committee shall include members with 

sufficient differing experience and Member interests so as to ensure fairness and 

to prevent special treatment or preference for any Person. The members of the 

Appeals Committee and its chairperson shall be appointed by the Chairperson of 

the Board, provided that, at all times the Appeals Committee shall include at 

least one Public Director.

(2) Responsible for conducting hearings of appeals of decisions of the Disciplinary 

Panel, rendering decisions of such appeals, and imposing sanctions with respect 

to such appeals. The Appeals Committee shall also have such other powers and 

perform such other duties as set forth in these Rules and as the Board may 

determine from time to time.
38

(d) Each member of the Appeals Committee shall serve for a term of one calendar year from 

the date of his or her appointment or, if shorter, for the remainder of his or her term as a 

Public Director, as applicable, until the due appointment of his or her successor, or until 

his or her earlier resignation or removal, with or without cause, as a member of the 

Appeals Committee or as a Public Director. A member of the Appeals Committee may 

serve multiple terms.

RULE 9.3 INVESTIGATIONS, HEARINGS, AND APPEALS

(a) The Compliance Department shall investigate unusual trading activity or other activity 

that the Compliance Department has reasonable cause to believe could constitute a 

violation of these Rules, or upon the receipt of a request from Commission staff. 

Railbird’s Disciplinary Panel adjudicates findings by the Compliance Department that are 

disputed by Members. The Disciplinary Panel and the Compliance Department may not 

communicate regarding the merits of a matter brought before the Disciplinary Panel 

without informing the Member who is the subject of the communication of its substance 

and allowing the Member an opportunity to respond. The Compliance Department and 

Disciplinary Panel may compel testimony, subpoena documents, and require statements 

under oath from any Member. Disciplinary Panel, Compliance Department staff and 

other employees or agents of Railbird working under their supervision, may not be a 

Member or trade, directly or indirectly, in any commodity interest traded on or subject to 

the rules of any registered contract market. Members of the Disciplinary Panel shall be 

individuals that do not have a direct interest (financial, personal or otherwise) in the 

matter, but in no event may be members of the Compliance Department or any Persons 

involved in adjudicating any other stage of the same proceeding. Likewise, members of 

the Disciplinary Panel may not operate under the direction or control of any person or 

persons with trading privileges on the Platform and may not include persons whose 

interests conflict with their enforcement duties.

(b) The Compliance Department shall investigate unusual trading activity or other activity 

that the Compliance Department has reasonable cause to believe could constitute a 

violation of these Rules, and shall enforce the Rules and prosecute possible Rule 

violations within Railbird’s disciplinary jurisdiction. The Compliance Department will 

endeavor to complete any investigation within twelve months, unless there exists 

significant reason to extend it beyond such period. Upon the conclusion of any 

investigation, the Compliance Department will draft a document detailing the facts that 

led to the opening of the investigation, the facts that were found during the investigation, 

and the Compliance Department’s analysis and conclusion. If the Compliance 

Department concludes that there is reasonable cause to believe a Member has violated 

Railbird’s Rules or other applicable statutes or regulations, the Compliance Department 

will submit to the Member whose activity is the subject of the investigation a notice of 

charges, by electronic mail to that Member’s last known email address, that will include:

(1) The reason the investigation was initiated, including the acts, conduct, or 

practices in which the Member engaged;
39

(2) The charges or a summary of the charges, including the Rule or Rules alleged to 

have been violated;

(3) The response, if any, or a summary of the response;

(4) A summary of the investigation conducted;

(5) Findings of fact and the Compliance Department’s conclusions as to each 

charge, including which of the Rules the Member or its authorized 

representative violated, if any;

(6) A summary of the Member’s, and any relevant authorized representative’s, 

disciplinary history, if any;

(7) The period within which a hearing on the charges may be requested;

(8) A statement notifying the Member that failure to request a hearing within the 

period prescribed will be deemed a waiver of the right to a hearing;

(9) A statement notifying the Member that the failure to answer or to deny 

expressly a charge may be deemed to be an admission of such charge; and

(10) The penalty, if any, proposed by the Company.

(c) If the Compliance Department initiates an investigation in which any Affiliate of Railbird 

is a subject, the Chief Regulatory Officer shall notify the Commission’s Division of 

Market Oversight of that fact. At the conclusion of any such investigation, the Chief 

Regulatory Officer shall provide the Commission’s Division of Market Oversight with a 

copy of the documentation specified in paragraph (b) of this Rule.

(d) The Member whose activity is the subject of the investigation may contest the 

Compliance Department’s findings by forwarding a response to those findings by 

electronic mail to the Compliance Department within 15 days. The Member has a right to 

examine all relevant books, documents, or other evidence in the possession or under the 

control of Railbird, except that Railbird may withhold from inspection any documents 

that:

(1) Are privileged or that constitute attorney work product;

(2) Were prepared by any employee of Railbird but which will not be offered in 

evidence in the disciplinary proceedings;

(3) May disclose a technique or guideline used in examinations, investigations, or 

enforcement proceedings; or

(4) Disclose the identity of a confidential source.
40

The Member’s response must contain a detailed response to the findings and conclusions as to 

each charge and any other information the Member thinks is relevant. The outcome of settlement 

negotiations between the Member and the Compliance Department may include, but is not 

limited to, a letter of warning.

(e) If the findings of the Compliance Department are not contested by the Member, Railbird 

will deem those findings admitted by the Member, the findings of fact and the 

Compliance Department’s conclusions as to each charge shall become final and the 

Compliance Department shall impose the penalty (if any) proposed by the Compliance 

Department. The Member will be notified of the imposition of any penalty and be sent a 

copy of the notice of disciplinary action by electronic mail to that Member’s last known 

email address.

(f) If the findings of the Compliance Department are contested, the Compliance 

Department’s report and the Member’s response will be submitted to the Disciplinary 

Panel. Members of the Disciplinary Panel may not have a financial, personal or other 

direct interest in the matter under consideration.

(1) The Disciplinary Panel will conduct a hearing with the Compliance Department 

and the Member within 20 business days of receipt of the Member’s response 

contesting the compliance officer’s finding and/or proposed sanction which the 

parties may attend telephonically. However, the Member is entitled to appear 

personally at the hearing, to cross-examine any persons appearing as witnesses 

at the hearing, and to call witnesses and to present such evidence as may be 

relevant to the charges.

(2) The formal rules of evidence shall not apply, but the hearing must be fair. The 

Compliance Department shall present its case on all charges and sanctions that 

are the subject of the hearing.

(3) Prior to the hearing, the parties may (but need not) submit proposed findings, 

briefs, and exhibits (including affidavits), and during the hearing the parties may 

present witnesses. Persons within Railbird’s jurisdiction who are called as 

witnesses must participate in the hearing and produce evidence, as requested. 

Railbird shall likewise make reasonable efforts to secure the presence of all 

other persons called as witnesses whose testimony would be relevant to the 

matter at hand.

(4) Within 20 business days after that hearing, the Disciplinary Panel will issue 

findings, which will be delivered to the Member by electronic mail to the 

Member’s last known email address. The findings of the Disciplinary Panel will 

contain the following information:

(i) A summary of the charges and any answer to the charges;

(ii) A summary of the evidence received;

(iii) Findings and conclusions with respect to each charge;
41

(iv) An indication of each specific rule that the member was found to have 

violated;

(v) A declaration of any penalty to be imposed on the Member as the result 

of the findings and conclusions;

(vi) The effective date and duration of that penalty; and

(vii) A statement that the Member has the right to appeal any adverse 

decision by the panel to the Appeals Committee and must do so within 

15 days.

(5) The panel’s decision shall be final on the date it is signed by the hearing 

Disciplinary Panel. The Disciplinary Panel’s decision shall become the final 

decision of Railbird after the appeal period has lapsed.

(6) The hearing will be recorded, and all information submitted by the parties 

(including the Compliance Department’s report and the Member’s response) as 

well as the recording of the hearing, will be preserved by the Compliance 

Department, along with the Disciplinary Panel’s findings, as the record of the 

proceedings (the “hearing record”). For the avoidance of doubt, if the Member 

has requested a hearing, a copy of the hearing shall be made and become a part 

of the record of the proceeding. The record shall be one that is capable of being 

accurately transcribed; however, it need not be transcribed unless the transcript 

is requested by Commission staff or the Member, the decision is appealed 

pursuant to the Rules of Railbird, or is reviewed by the Commission pursuant to 

section 8c of the Act. In all other instances a summary record of a hearing is 

permitted.

(g) Either the Member or the Compliance Department may appeal the decision of the panel 

within 15 days by filing an appeal by electronic mail with the Appeals Committee and 

forwarding a copy to the other parties to the appeal. Any penalties will be stayed pending 

appeal unless the Disciplinary Panel determines that a stay pending appeal would likely 

be detrimental to the Company, other Members, or the public. The Appeals Committee 

will review the hearing record and any information submitted by the Compliance 

Department and the Member on appeal and issue its decision promptly following the 

appeal proceeding, which shall be final on the date of such issuance. The Member shall 

be notified of the decision by electronic mail to the Member’s last known email address. 

The hearing record, any information submitted on appeal, and the Appeals Committee’s 

decision shall be preserved as the record on appeal. The decision will contain the 

information listed in paragraph (f) of this Rule, outside of (f)(5), as well as:

(1) A statement that any person aggrieved by the action may have a right to appeal 

the action pursuant to Part 9 of the Commission’s Regulations, within 30 days 

of service; and
42

(2) A statement that any person aggrieved by the action may petition the 

Commission for a stay pursuant to Part 9 of the Commission’s Regulations, 

within 10 days of service.

(h) No Railbird officer or employee shall interfere with or attempt to influence the process or 

resolution of any disciplinary action, except to the extent provided under these Rules with 

respect to a proceeding in which a Person is a member of the relevant Disciplinary Panel 

or Appeals Committee.

RULE 9.4 SETTLEMENT OF INVESTIGATIONS

(a) Railbird may enter into settlements with any Member who is the subject of an 

investigation. The Member may initiate a settlement offer. Any settlement offer shall be 

forwarded to a Railbird disciplinary panel with a recommendation by the Compliance 

Department that the proposed settlement be accepted, rejected, or modified. A settlement 

offer may be withdrawn at any time before it is accepted by the Disciplinary Panel.

(b) The panel may accept or reject a proposed settlement, and the decision of the relevant 

panel will be final. In addition, the panel may propose a modification to the proposed 

settlement for consideration by the Member or its authorized representative and the 

Compliance Department.

(c) Any settlement under this Rule will be written and will state:

(1) The charges or a summary of the charges;

(2) The response, if any, or a summary of the response;

(3) A summary of the investigation conducted;

(4) Findings and conclusions as to each charge, including each act the person 

charged was found to have committed or omitted, be committing or omitting, or 

be about to commit or omit, and each of these Rules that such act or practice 

violated, is violating, or is about to violate; and

(5) Any penalty imposed and the penalty’s effective date.

(d) Failed settlement negotiations, or withdrawn settlement offers, will not prejudice a 

Member or otherwise affect subsequent procedures in the rule enforcement process.

RULE 9.5 NOTICE AND PUBLICATION OF DISCIPLINARY ACTION

(a) Railbird will provide to the Person charged, notice of the disciplinary action, appeal 

determination, or settlement in which sanctions are imposed, no later than two business 

days after it becomes final in accordance with the provisions of Commission Regulation 

38.710.
43

(b) Railbird will make public notice of the disciplinary action by posting on its website, in 

accordance with Commission Regulation 9.13, the information required by Commission 

Regulation 9.11. The disciplinary action will be considered final on the date the notice of 

the disciplinary action is published on the Railbird website.

RULE 9.6 PENALTIES

As a result of a disciplinary proceeding or as part of a settlement, Railbird may impose one or 

more of the following penalties, commensurate with the violation committed, in consideration of 

any relevant disciplinary history, and including full restitution where Member harm is identified 

and where such restitution can be reasonably determined:

(a) A letter of warning, censure, or reprimand (although no more than one such letter may be 

issued to the same Person found to have committed the same rule violation within a 

rolling twelve-month period);

(b) A fine or penalty fee for each violation of any Rule or Applicable Law sufficient to deter 

recidivism, which Railbird may cause and/or instruct Clearinghouse to deduct from the 

Member Account balance;

(c) Disgorgement of profits that resulted from the violation of any Rule, plus the cost of 

damages to any unoffending counterparties, which Railbird may cause and/or instruct 

Clearinghouse to deduct from the Member Account balance;

(d) Suspension of Member status or privileges for a specified period, including partial 

suspension of such privileges (for example, suspension of trading privileges in particular 

types of Contracts or of placement of certain types of orders);

(e) Revocation of Member status or privileges, including partial revocation of such privileges 

(for example, revocation of trading privileges in particular types of Contracts or of 

placement of certain types of orders); and

(f) Interest, at the prime rate, as reported by the Wall Street Journal as of the date the amount 

becomes due, on any outstanding account balance, monetary fine, penalty fee, or 

disgorgement amount owed, compounded monthly and calculated from the date when the 

amount was first due and payable.

RULE 9.7 SUMMARY SUSPENSION

(a) Railbird may summarily suspend or restrict a Member’s privileges if the Chief 

Regulatory Officer believes suspension or restriction is necessary to protect the markets, 

Railbird, the public, or other Members.

(b) Whenever practicable Railbird will notify the Member whose privileges are to be 

summarily suspended by electronic mail before the action is taken. If prior notice is not 

practicable, the Member shall be served with notice by electronic mail at the earliest 

opportunity. This notice shall:
44

(1) State the action taken or to be taken;

(2) Briefly state the reasons for the action;

(3) State the time and date when the action became or becomes effective and its 

duration; and

(4) State that any Member aggrieved by the action may petition the Commission for 

a stay of the effective date of the action pending a hearing pursuant to Part 9 of 

the Commission’s Regulations, within 10 days of service.

(c) The Member whose privileges are to be summarily suspended shall be given an 

opportunity for appeal under the procedures outlined in Rule 9.3(f) of these Rules. The 

decision affirming, modifying, or reversing the summary suspension shall be furnished 

by electronic mail to the suspended Member and the Commission no later than one 

business day after it is issued. The decision shall contain:

(1) A description of the action taken and the reasons for the action;

(2) A brief summary of the evidence received during the appeal process;

(3) Findings and conclusions;

(4) A determination as to whether the summary action that was taken should be 

affirmed, modified, or reversed;

(5) A declaration of any action to be taken against the suspended Member as the 

result of that determination;

(6) The effective date and duration of that action;

(7) A determination of the appropriate relief based on the findings and conclusions;

(8) A statement that any person aggrieved by the action may have a right to appeal 

the action pursuant to Part 9 of the Commission’s Regulations, within 30 days 

of service; and

(9) A statement that any person aggrieved by the action may petition the 

Commission for a stay pursuant to Part 9 of the Commission’s Regulations, 

within 10 days of service.

RULE 9.8 REPRESENTATION BY COUNSEL

A Member who is a subject of any proceedings under this Chapter has the right to retain and be 

represented by counsel or any other representative of its choosing in all succeeding stages of the 

disciplinary process, except any member of Railbird’s Board of Directors or Disciplinary Panel, 

any employee of Railbird, or any person substantially related to the underlying investigations, 

such as material witness or respondent.
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RULE 9.9 REPORTING VIOLATIONS TO THE COMMISSION

(a) Whenever Railbird suspends, expels, fines or otherwise disciplines or denies any Person 

access to the Platform, Railbird will make the disclosures required by Commission 

Regulations.

(b) Railbird will submit to the Commission a schedule listing all those Company Rule 

violations which constitute disciplinary offenses as defined in paragraph (a)(6)(i) of 

CFTC Regulation 1.63 and, to the extent necessary to reflect revisions, will submit an 

amended schedule within thirty days of the end of each calendar year. Railbird will 

maintain the schedule required by this section and post the schedule on Railbird’s 

website.

(c) Railbird will submit to the Commission within thirty days of the end of each calendar 

year a certified list of any Members or Persons who have been removed from any 

Disciplinary Panel, the Board or any Company committee pursuant to these Rules or 

Applicable Law during the prior year.

(d) Whenever Railbird finds by final decision that a Member or Person has violated a Rule or 

otherwise committed a disciplinary offense and such finding makes such person 

ineligible to serve on Railbird’s Disciplinary Panels, Company committees, or the Board, 

Railbird shall inform the Commission of such finding and the length of the ineligibility in 

a notice it is required to provide to the Commission pursuant to either CEA Section 

17(h)(1) or CFTC Regulation 9.11.

CHAPTER 10: ARBITRATION

RULE 10.1 JURISDICTION OVER DISPUTES

(a) All disputes involving Members, including, pursuant to the provisions of Section 11.3, 

claims against the Company, that arise out of or are related to any Contract will be settled 

by mandatory arbitration in accordance with the rules of this Chapter before a Board of 

Arbitration unless the parties expressly agree otherwise.

(b) Refusal by a Member to submit any such dispute to arbitration upon demand by the 

opposite party will constitute a violation of the Rules.

(c) By submitting a Complaint for arbitration or counter claim pursuant to this Chapter, any 

Person consents to the jurisdiction of the Board of Arbitration to hear and finally 

determine the claim and any counterclaim that is properly submitted pursuant to 10.4.

RULE 10.2 INITIATING A CLAIM

(a) Any Claimant desiring to submit a dispute pursuant to these Rules must file a written 

Complaint (see Form 10-3) or Petition for Joint Arbitration (see Form 10-4) made under 

oath and in duplicate with the Secretary. Such Complaint must be accompanied with the 

applicable filing fee provided in Rule 10.10.
46

(b) Such Complaint or Petition must be filed within two (2) years after the date of the 

transaction from which the dispute arose.

(c) A copy of the Complaint or Petition must be served on the Respondent at such Person’s 

last known address by (1) handing it to the Person; (2) leaving it at the Person’s office 

with a clerk or other person in charge thereof; (3) if the office is closed or the Person has 

no office, leaving it at the Person’s dwelling or usual place of abode with some person of 

suitable age and discretion then residing therein; (4) sending via mail, which shall be 

considered complete upon mailing.

(d) If the Respondent desires to defend against or otherwise contest allegations made in a 

Complaint, the Respondent must file a written Answer (see Form 10-5) made under oath 

and in duplicate with the Secretary within ten (10) business days from the day the 

Complaint was served.

(e) In the event that the Respondent files a counterclaim, the Claimant must file a written 

Answer, made under oath and in duplicate with the Secretary within ten (10) business 

days from the day the Statement of Counterclaim Form (see Form 10-6) was served.

(f) The Secretary may grant further time for the filing of such Answer upon reasonable 

cause. A copy of such Answer must be served on the Claimant or Respondent within the 

time allotted by the Company.

(g) If the Respondent or the Claimant fails to answer within the time provided and has not 

been granted further time by the Secretary, the Board of Arbitration will, upon the filing 

of proof of service of the Complaint or Statement of Counter Claim Form (see Form 10-

6), consider the allegations contained in the forms admitted and proceed to hear and 

decide the matter on the basis of the evidence and testimony available under the 

circumstances.

RULE 10.3 COUNTERCLAIMS

(a) In the hearing on any dispute, the Board of Arbitration may hear or consider any matters 

of dispute between the parties as counter claims if such matters are within the 

jurisdiction of the Board of Arbitration, directly connected with the matter set forth in 

the Complaint or arise under the same set of operative facts, and are properly raised by 

the Respondent in a Statement of Counter Claim Form (see Form 10-6). If the 

Respondent desires to present a counter claim, the Respondent must file a written 

Statement of Counter Claim Form made under oath and in duplicate with the Secretary at 

the same time as its Answer.

(b) If a party to a dispute fails to raise a counter claim that would otherwise be under the 

Board of Arbitration’s jurisdiction, the party waives all rights to, and is barred from, 

raising the dispute that is the subject of the counterclaim in any other proceeding or 

venue.
47

RULE 10.4 BOARD OF ARBITRATION

(a) Only persons serving on the Arbitration Pool are eligible to serve on a Board of 

Arbitration. The Arbitration Pool consists of twenty (20) or more persons, all of whom 

must be Members of the Company. The Chairperson will recommend persons to serve 

during their term of office.

(b) Following the filing of a Complaint or Petition with the Secretary, the Secretary will 

constitute the Board of Arbitration by selecting three (3) persons from the Arbitration 

Pool, who will hear and decide the dispute between the parties (each known as an 

“Arbitrator”). The Board of Arbitration has all the powers and duties set forth in these 

Rules. Once appointed, each Arbitrator must submit an Impartiality Form (see Form 10-

2) to the Company. Each Arbitrator must be available for the Board of Arbitration to hear 

or decide any dispute.

(c) In any dispute brought by a Member against a Member, upon receipt of a Complaint, the 

Company will inform the Claimant in writing of the nature and amount of any other fees 

or costs that may be assessed against the party if a dispute is submitted for arbitration 

pursuant to this Chapter.

(d) At the time of their appointment to any Board of Arbitration, each Arbitrator will receive 

and be responsible for understanding and following the American Arbitration 

Association’s “Code of Ethics for Arbitrators in Commercial Disputes” then in effect.

(e) The Board of Arbitration will be fully independent and impartial to the dispute. No 

Arbitrator will serve in any dispute in which they have a financial, personal, or 

prejudicial interest or concern is before such Board of Arbitration. For the purpose of 

this Rule, a financial interest includes not only that of the person themselves, but also 

that of a partner, a dependent, a firm of which they are a copartner or employee or a 

corporation of which they are an officer, majority stockholder, director, or employee. 

Each Arbitrator has an affirmative duty to report any such financial, personal, or 

prejudicial interest or concern to the Secretary, and upon appointment to the Board of 

Arbitration, each Arbitrator will complete the Arbitrator Profile Form (see Form 10-1) 

and submit the same to the Secretary.

(f) If an Arbitrator discloses a financial, personal, or prejudicial interest or concern, the 

disinterested Arbitrators involved will determine whether any person has such financial, 

personal, or prejudicial interest. If the disinterested Arbitrators determine that an 

Arbitrator is not fully independent and impartial, that Arbitrator will be dismissed, and 

the Secretary shall replace such Arbitrator in accordance with Rule 10.4(h), and shall 

inform both parties.

(g) After selecting the Arbitrators to hear a dispute or difference, the Secretary will notify 

each party in writing of the names and company affiliations of the Arbitrators who will 

hear said dispute. The Arbitrator Profile Form (see Form 10-1) and the Impartiality 

Form (see Form 10-2), will additionally be provided at this time. Upon receipt of such 

notice, either party may challenge the appointment of an Arbitrator for prejudice or other 
48

good cause within ten (10) business days of receipt of said notice. Upon the 

determination that such a challenge is valid, the Secretary shall replace such Arbitrator in 

accordance with Rule 10.4(h), and will inform both parties.

(h) The Secretary will appoint to the Board of Arbitration, from the Arbitration Pool, as 

many Arbitrators as necessary to take the places of Arbitrators who may not or cannot 

serve on the particular Board of Arbitration due to the following reasons:

(1) The Board of Arbitration determines that it is improper for an Arbitrator to 

serve during the hearing or decision of a dispute; or

(2) An Arbitrator is unable to serve during a hearing or decision.

(i) When so appointed, such Arbitrators will have all the powers and duties of the members 

of the Board of Arbitration whom they replaced.

(j) An Arbitrator that fails to attend any duly scheduled hearing of that Board of Arbitration 

will be fined two hundred fifty dollars ($250.00), (for use by the Company) for each time 

that an Arbitrator fails to appear, unless an excuse satisfactory is made to the other 

Arbitrators.

(k) At any time during the course of an Arbitration, the Board of Arbitration may, at the joint 

request of the parties involved, dismiss the proceeding and refer the parties to the 

remedies provided by law.

(l) The Secretary may act as administrator of any arbitrations brought pursuant to this 

chapter. The Secretary may assist the Board of Arbitration as requested, but in no event 

will the Secretary be involved substantively in deciding any claim or counterclaim, nor 

will the Secretary affect in any way the impartiality of the Arbitrators.

RULE 10.5 PRE-HEARING PROCEDURES

(a) The parties will cooperate in all voluntary exchange of material and relevant documents 

and written information which may serve to facilitate a fair, equitable and expeditious 

hearing.

(b) The Company will make available to the parties, upon request, any documents or written 

information in its possession that might bear on the case, which would otherwise not be 

available to the parties or the Board of Arbitration.

(c) The Board of Arbitration may subpoena documents when necessary and may apply 

reasonable sanctions for noncompliance with such subpoena orders or any other 

reasonable requests or orders to provide documents.

(d) The names of all witnesses must be furnished to the Board of Arbitration and be made 

available to all parties.
49

(e) In the event that a party refuses to comply with any subpoena of the Board of Arbitration, 

the opposing party may apply to a court of appropriate jurisdiction to enforce such 

subpoena to compel the production of books or papers before any Board of Arbitration.

(f) The Board of Arbitration will schedule one or more pre-hearing meetings as early as is 

practicable to select a chairperson from among its Arbitrators, determine appropriate 

hearing dates and address any other issues deemed to be appropriate or raised by the 

parties.

RULE 10.6 HEARINGS

(a) Either party may request an oral hearing by written request to the Secretary on or before 

the date that is five (5) business days after the date that Respondent’s Answer is due. If 

neither party requests an oral hearing, the Board of Arbitration may proceed to decide 

the matter on the basis of the materials submitted by the parties.

(b) If an oral hearing is requested, the Board of Arbitration will set a date for hearing at a 

pre-hearing meeting, and notice of the date, time and place of such hearing will be 

served upon the parties in accordance with the procedures set forth in Rule 10.2(c). All 

hearings must be held at the Company’s offices in New York, New York. The parties 

will cooperate with the Secretary in the process of preparing for the hearing, and must 

submit all relevant documentation and information to the Secretary at least ten (10) 

business days prior to the date of the hearing. The parties bear the responsibility to 

provide the Secretary reasonable advance notice of the inability of any witness to attend 

the hearing. In any case where witnesses are unable to attend a hearing, the Board of 

Arbitration, upon the request of the parties involved, may permit the use of electronic 

participation.

(c) If a party to a dispute fails to appear for the hearing, the Board of Arbitration may, upon 

the filing of proof of service of notice of the hearing on such party, proceed to hear and 

decide the dispute and make its Decision and Award on the basis of the evidence and 

testimony adduced at the hearing.

(d) The Board of Arbitration may grant a postponement of the hearing at its sole discretion if 

a party makes a request in writing to the Board of Arbitration at least five (5) business 

days prior to the date of the hearing.

(e) In each case before the Board of Arbitration the statements and testimony of the parties 

and witnesses must be made under oath (or affirmation), the form of which will be as 

follows:

You do solemnly swear that the evidence you give in the matter of dispute 

between ____________________, as Claimant, and ___________________ as 

Respondent, now on hearing, shall be the truth, the whole truth, and nothing 

but the truth, so help you God.

(f) Any party to a dispute before the Board of Arbitration may be represented by counsel at 

their own expense, provided that party has filed written notice of his intention to be 
50

represented by counsel with the Secretary at least ten (10) business days prior to any 

hearing. A Complaint, Answer, or other document filed by an attorney constitutes 

notification of either party's intention to be represented by counsel. This notice of 

intention may be waived by the Board of Arbitration, but such waiver may result in a 

delay of the hearing date.

(g) The Board of Arbitration may issue a notice of citation requiring any Person to appear 

before it and to answer any question that is proper and pertinent to the matter under 

investigation and to submit to it for examination any books, papers, records, or other 

documents that are pertinent to the matter under investigation. In the event that a Person 

refuses to comply with any citation of the Board of Arbitration, the opposing party may 

apply to a court of appropriate jurisdiction to enforce such citation to compel the 

appearance of any Person and to submit for examination any requested documents before 

any Board of Arbitration. No witness will be required to answer any question if the 

answer would incriminate them. The Board of Arbitration may exclude any evidence or 

testimony it deems incompetent, irrelevant, or immaterial.

RULE 10.7 HEARING PROCEDURES

(a) Prior to the commencement of any hearing, the Secretary will administer an oath in the 

following form to the Arbitrators:

You, and each of you, do solemnly swear that in the hearing and 

determination of the matter of dispute submitted to you by 

______________________________, as Claimant, and by 

______________________________, as Respondent, will well, truly and 

faithfully perform your duty as arbitrators, and an honest and conscientious 

Award make between the parties.

(b) The case will proceed in the following manner:

(1) Reading or presentation of the Complaint, any Counterclaim, and Answer;

(2) Presentation of the case and witnesses, if any, by Claimant;

(3) Cross-examination of witnesses, if any, by Respondent;

(4) Questioning of witnesses by the Arbitrators;

(5) Presentation of the case and witnesses, if any, by Respondent;

(6) Cross-examination of witnesses, if any, by Claimant;

(7) Questioning of witnesses, if any, by the Arbitrators;

(8) Rebuttal or sur-rebuttal testimony, if any;

(9) Case declared closed;
51

(10) Presentation of arguments by Claimant and Respondent, the Respondent to have 

the closing argument.

(c) In any dispute before a Board of Arbitration, unless expressly waived by the parties, the 

testimony and proceedings taken during any hearing will be transcribed by a court 

reporter, the cost of which will be assessed by the Board of Arbitration in the same 

manner as other fees and costs in the case. Either party may request a transcript of the 

proceedings at their own expense.

RULE 10.8 DECISIONS AND AWARDS

(a) The Board of Arbitration selected to hear and decide a particular dispute must decide the 

same in accordance with the facts disclosed by competent evidence and pursuant to the 

Charter, Company Bylaws and Rules, and usages and customs of the Company. Ex parte 

contacts by any of the parties to the arbitration with members of the Board of Arbitration 

is prohibited.

(b) The Decision and Award of a Board of Arbitration must be made in writing within ninety 

(90) days after the close of the case, and will conclusively include and determine all 

matters submitted by the parties, unless the contrary appears affirmatively upon the face 

of the Decision and Award.

(c) The Decision and Awards of the Board of Arbitration will begin in substantially the 

following form:

IN ARBITRATION

IN THE MATTER OF

________________________________, Claimant

vs.

________________________________, Respondent

The Board of Arbitration, after due consideration of all matters submitted to it in the 

dispute above entitled, does hereby make the following Decision and Award: ...

(d) A Decision and Award must be accompanied by such explanations or statements as the 

Board of Arbitration deems necessary to fully advise the parties of the reasons or basis 

for its Decision and Award. The Decision and Award of the Board of Arbitration must 

be signed by the Arbitrators and the Secretary. Arbitrators who did not concur in an 

Award may prepare a dissenting opinion in writing, signed by such Arbitrators.

(e) There is no right to an appeal from any Decision and Award. The Decision and Award is 

final and conclusive upon the parties as to all matters decided by that Board of 

Arbitration.

(f) The Decision and Award and any dissenting opinion must be filed with the Secretary, 

who will immediately serve a copy upon each of the parties. The Decision and Award 

and dissenting opinions will remain in the permanent records of the Company.
52

(g) The party or parties against whom a Decision and Award has been rendered must comply 

with that Decision and Award within ten (10) business days after a copy of that Decision 

and Award is served upon it. Failure to pay the full amount of the Decision and Award 

or assessment of costs to the Company, as escrow agent, within thirty (30) days of notice 

of the Decision and Award or assessment of costs, will be deemed to be a failure to 

perform an Company contract in accordance with Rule 5.13(n).

(h) In case of failure to pay, the party in whose favor a Decision and Award has been made 

may apply to the Secretary, who will deliver to the prevailing party a certified copy of 

the Decision and Award that may be filed with a court of competent jurisdiction at the 

prevailing party’s sole expense and election.

(i) Any Member that violates any Company Rule or directive of the Company or Board of 

Directors, including but not limited to failing to pay any Decision and Award, will be 

deemed to be in violation of the Company Rules and may be subject to disciplinary 

action by the Company.

(j) The Board of Arbitration will cooperate with the Secretary to maintain, track, log and 

retain a complete record of the entire arbitration proceeding.

RULE 10.9 CONFIDENTIALITY OF THE PROCEEDINGS

(a) All proceedings of any Board of Arbitration will remain confidential. Notwithstanding 

the foregoing, the Company may disclose any part of the record or Decision and Award 

to any federal authority with appropriate jurisdiction, including the CFTC, upon 

reasonable request.

(b) The Decision and Award issued in any arbitration may be posted publicly on the 

Company’s website or otherwise made available to the public, provided that any 

confidential or otherwise proprietary information of the parties or the dispute is redacted 

prior to being made public.

RULE 10.10 FEES AND COSTS

(a) Fees must be paid in advance by the Claimant to the Company in each case, and such fees 

will be retained by the Company whether the case is heard or not. The Board of 

Arbitration may assess additional fees as allowed by Company Rules at any time. Fees 

are not to be applied against costs of hearing any case.

(b) For each case brought pursuant to the rules of this Chapter 10, the following fees will 

apply:

● Up to $10,000: $600

● $10,001 to $50,000: $700

● $50,001 to $100,000: $1,000

● $100,001 to $200,000: $2,000

● $200,001 and above: $2,500 + 1% of total value in Complaint

● Any non-monetary claims: $1,500
53

(c) The Secretary may assess such actual costs incurred by the Company in the 

administration of any arbitration to the parties, including but not limited to reasonable 

labor on behalf of Company employees. Any costs will be split equally between the 

parties and must be paid within thirty (30) days of receiving notice of any assessment.

(d) Any fees and costs of the Company referred to in these Rules incurred in connection with 

the hearing of any case brought before a Board of Arbitration may be assessed against 

and allocated between the parties as that Board of Arbitration determines, provided that 

the award of fees and costs is included in the Decision and Award. In the case of costs of 

the Company that had previously been assessed and paid by the parties pursuant to Rule 

10.10(b). The Board of Arbitration may order the reimbursement of any costs paid by 

any party.

(e) The Board of Arbitration may, in its discretion, award such costs incurred by the 

prevailing party as would be allowed by a prevailing litigant under 28 U.S.C. § 1920, as 

now in effect or hereafter amended. Any award of costs must be included in the Decision 

and Award.

(f) The Board of Arbitration may, in its discretion, award reasonable attorneys’ fees incurred 

by the prevailing party, provided that the award of attorneys’ fees is included in the 

Decision and Award.

(g) When a Decision and Award has been rendered, the Secretary will ensure that the fees, 

costs and attorneys’ fees, as applicable, will be assessed according to the Decision and 

Award. The Secretary will distribute such payment and adjust or refund the amounts 

previously deposited so that all the costs and fees involved are paid in accordance with 

the terms of the Decision and Award.

CHAPTER 11: LIMITATION OF LIABILITY; TIME PERIOD IN WHICH TO BRING 

ACTIONS; GOVERNING LAW

RULE 11.1 PROPERTY RIGHTS

(a) Each Member hereby acknowledges and agrees that Railbird Exchange, LLC owns and 

shall retain all right, title and interest in and to Railbird, all components thereof, 

including, without limitation, all related applications, all application programming 

interfaces, user interface designs, software and source code and any and all intellectual 

property rights therein, including, without limitation, all registered or unregistered, as 

applicable, copyright, trademark, service mark, trade secret, trade name, data or database 

rights, design rights, moral rights, inventions, whether or not capable of protection by 

patent or registration, rights in commercial information or technical information, 

including know-how, research and development data and manufacturing methods, patent, 

and other intellectual property and ownership rights, including applications for the grant 

of any of the same, in or to Railbird and all other related proprietary rights of Railbird 

and/or any of its Affiliates (together, with any and all enhancements, corrections, bug 

fixes, updates and other modifications to any of the foregoing and any and all data or 

information of any kind, other than Proprietary Data and Personal Information, 
54

transmitted by means of any of the foregoing, including, without limitation, market data, 

the “Proprietary Information”). Each Member further acknowledges and agrees that the 

Proprietary Information is the exclusive, valuable and confidential property of Railbird. 

Each Member acknowledges and agrees that it shall not reverse engineer, copy, bug fix, 

correct, update, transfer, reproduce, republish, broadcast, create derivative works based 

on or otherwise modify, in any manner, all or any part of Railbird or the Proprietary 

Information. Each Member further agrees to keep the Proprietary Information 

confidential and not to transfer, rent, lease, copy, loan, sell or distribute, directly or 

indirectly, all or any portion of the Company or any Proprietary Information.

(b) Subject to the provisions of this Rule 11.1, each Member hereby acknowledges and 

agrees that Railbird is the owner of all rights, title and interest in and to all intellectual 

property and other proprietary rights (including all copyright, patent, trademark or trade 

secret rights) in market data, and all derivative works based thereon, and further agree not 

to distribute, create derivative works based on, or otherwise use or commercially exploit 

market data and any such derivative works, provided that Members may use market data 

for their own internal business purposes. Without limiting the generality of the foregoing, 

Members may not distribute, sell or retransmit market data exchange to any third party.

(c) Notwithstanding any other provision of this Rule 11.1, each Member retains such rights 

as it may enjoy under applicable law with respect to market data solely in the form such 

market data was submitted to Railbird by such Member.

(d) Transaction data shall not be disclosed publicly other than on an aggregated or 

anonymous basis, or in a manner that does not directly or indirectly identify any Member 

who has submitted such data.

(e) Railbird shall not condition access to the Company upon a Member’s consent to the use 

of Proprietary Data and Personal Information for business or marketing purposes. 

Proprietary Data and Personal Information may not be used by the Company for business 

and marketing purposes unless the Member has clearly consented to the use of 

Proprietary Data and Personal Information in such manner. Railbird, where necessary, for 

regulatory purposes, may share Proprietary Data and Personal Information with one or 

more Designated Contract Markets or Derivative Clearing Organizations. Nothing in this 

Rule shall preclude Railbird from disclosing Proprietary Data and Personal Information:

(1) As required by Applicable Law or legal process;

(2) As Railbird may deem necessary or appropriate in connection with any 

litigation affecting the Company;

(3) To any Company Representative authorized to receive such information within 

the scope of his or her duties;

(4) To a third party performing regulatory or operational services for the Company, 

provided that such party has executed a confidentiality and non-disclosure 

agreement in a form approved by Railbird;
55

(5) To a duly authorized representative of the CFTC lawfully requesting Proprietary 

Data and Personal Information;

(6) In a manner in which a Member consents to such disclosure;

(7) Pursuant to the terms of an information-sharing agreement; or

(8) As permitted by CFTC Regulations.

RULE 11.2 SIGNATURES

Rather than rely on an original signature, Railbird may elect to rely on a signature that is 

transmitted, recorded or stored by any electronic, optical, or similar means (including but not 

limited to telecopy, imaging, photocopying, electronic mail, electronic data interchange, 

telegram, or telex) as if it were (and the signature shall be considered and have the same effect 

as) a valid and binding original.

RULE 11.3 LIMITATION OF LIABILITY

(a) EACH MEMBER OF RAILBIRD AGREES THAT NEITHER RAILBIRD NOR ITS 

OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND/OR SOFTWARE, 

HARDWARE, AND SERVICE PROVIDERS (EACH A “RAILBIRD PARTY” AND 

COLLECTIVELY REFERRED TO AS “RAILBIRD PARTIES”) SHALL HAVE ANY 

RESPONSIBILITY FOR COMPLIANCE BY MEMBER WITH ANY LAW OR 

REGULATION GOVERNING MEMBER’S CONDUCT. MOREOVER, EACH 

MEMBER OF RAILBIRD ALSO AGREES THAT NO RAILBIRD PARTY SHALL BE 

LIABLE IN ANY MANNER WHATSOEVER FOR ANY LOSS OR DAMAGE 

SUSTAINED BY MEMBER, INCLUDING ANY CONSEQUENTIAL LOSS, LOSS 

OF PROFIT OR LOSS OF TRADING OPPORTUNITY, AS A RESULT OF ANY 

ACTUAL OR PROPOSED TRANSACTIONS OR AS A DIRECT OR INDIRECT 

RESULT OF ANY SERVICES PROVIDED BY RAILBIRD PARTIES (INCLUDING, 

WITHOUT LIMITATION, ANY FAILURE IN RAILBIRD’S SYSTEMS OR ANY 

INACCURATE INFORMATION PROVIDED BY A RAILBIRD PARTY), UNLESS 

THE RELEVANT RAILBIRD PARTY IS DETERMINED BY FINAL RULING OF AN 

ARBITRATION PROCEEDING TO HAVE ACTED OR FAILED TO ACT IN A 

MANNER THAT IS GROSSLY NEGLIGENT, RECKLESS, OR FRAUDULENT. FOR 

THE AVOIDANCE OF DOUBT, NOTHING IN THIS RULE IS INTENDED TO 

LIMIT THE LIABILITY OF ANY PERSON AS MAY BE PROVIDED IN THE CEA, 

THE REGULATIONS OF THE COMMISSION, OR BY ACTS OF WILLFUL OR 

WANTON MISCONDUCT OR FRAUD.

(b) EACH MEMBER OF RAILBIRD AGREES THAT IT MAY NOT BRING ANY 

ACTION AGAINST A RAILBIRD PARTY UNLESS IT BRINGS SUCH ACTION 

WITHIN 2 YEARS OF THE FIRST OCCURRENCE OR LACK OF OCCURRENCE 

OF THE ACT OR OMISSION COMPLAINED OF.
56

(c) EACH MEMBER OF RAILBIRD AGREES THAT ANY ACTION IT BRINGS 

AGAINST A RAILBIRD PARTY OR AGAINST ANOTHER RAILBIRD MEMBER 

WILL BE RESOLVED BY BINDING ARBITRATION, IN ACCORDANCE WITH 

THE RULES OF THIS CHAPTER, CHAPTER 10 OF THIS RULEBOOK, AND 

OTHER RULES OF RAILBIRD, IF APPLICABLE.

(d) EACH MEMBER OF RAILBIRD AGREES THAT ANY ACTION IT BRINGS 

AGAINST A RAILBIRD PARTY WILL BE GOVERNED BY NEW YORK LAW, 

WITHOUT REGARD TO STATUES, PRECEDENT, LEGAL DOCTRINE, OR 

CONTRACTUAL PROVISIONS THAT WOULD REQUIRE THE APPLICATION OF 

THE LAWS OF A DIFFERENT JURISDICTION.

(e) IF FOR ANY REASON, A COURT OF COMPETENT JURISDICTION FINDS THAT 

A DISPUTE IS NOT ARBITRABLE, EACH MEMBER AGREES THAT SUCH 

DISPUTE MAY ONLY BE LITIGATED IN THE BOROUGH OF MANHATTAN, 

NEW YORK CITY, IN THE STATE OF NEW YORK AND WILL BE GOVERNED 

BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY 

PROVISIONS OF NEW YORK LAW THAT WOULD APPLY THE SUBSTANTIVE 

LAW OF A DIFFERENT JURISDICTION.

CHAPTER 12: COMMISSION REGULATIONS THAT HAVE BEEN ADAPTED TO BE 

PART OF THE RULES

The following Rules are adaptations of regulations adopted by the Commission. They must be 

followed by Members and Railbird itself, and any violation of these regulations will be a 

punishable violation of the Rules.

RULE 12.1 PROHIBITION ON THE USE AND DISCLOSURE OF MATERIAL, NONPUBLIC INFORMATION (ADAPTED FROM COMMISSION REGULATION 1.59)

(a) Employees of self-regulatory organizations; Self-regulatory organization rules.

(1) Employees of Railbird are prohibited from:

(i) Trading, directly or indirectly, in any commodity interest traded on 

Railbird;

(ii) Trading, directly or indirectly, in any related commodity interest;

(iii) Trading, directly or indirectly, in a commodity interest traded on 

contract markets or swap execution facilities or cleared by derivatives 

clearing organizations other than Railbird if the employee has access to 

material non-public information concerning such commodity interest; 

and

(iv) Trading, directly or indirectly, in a commodity interest traded on or 

cleared by a linked exchange if the employee has access to material, 

non-public information concerning such commodity interest.
57

(2) Employees of Railbird are prohibited from disclosing to any other person any 

material, non-public information which such employee obtains as a result of his 

or her employment at Railbird where such employee has or should have a 

reasonable expectation that the information disclosed may assist another person 

in trading any commodity interest; however, this Rule does not prohibit 

disclosures made in the course of an employee’s duties, or disclosures made to 

another self-regulatory organization, linked exchange, court of competent 

jurisdiction or representative of any agency or department of the federal or state 

government acting in his or her official capacity.

(b) Members of Railbird’s Board and committees, and Railbird consultants. No member 

of Railbird’s Board or of a committee of Railbird and no Railbird consultant shall use or 

disclose, for any purpose other than the performance of such person’s official duties as a 

Board or committee member or consultant, material, non-public information obtained as 

a result of such person’s official duties.

(c) Prohibited conduct.

(1) No person who is an employee of, Board member of, a member of any 

committee of, or a consultant of Railbird shall:

(i) Trade for such person’s own account, or for or on behalf of any other 

account, in any commodity interest on the basis of any material, nonpublic information obtained through special access related to the 

performance of such person’s official duties as an employee, Board or 

committee member, or consultant; or

(ii) Disclose for any purpose inconsistent with the performance of such 

person’s official duties as an employee, board or committee member, or 

consultant, any material, non-public information obtained through 

special access related to the performance of such duties.

(2) No person shall trade for such person’s own account, or for or on behalf of any 

account, in any commodity interest, on the basis of any material, non-public 

information that such person knows was obtained in violation of paragraph 

(c)(1) from an employee of, a Board member of, a member of any committee of, 

or a consultant of Railbird.

(d) For purposes of this Rule, the terms “material information,” “nonpublic information,” 

“linked exchange”, “commodity interest,” and “related commodity interest” have the 

same meanings as they do in Commission Regulation 1.59.

RULE 12.2 SERVICE ON SELF-REGULATORY ORGANIZATION GOVERNING 

BOARDS OR COMMITTEES BY PERSONS WITH DISCIPLINARY HISTORIES 

(ADAPTED FROM COMMISSION REGULATION 1.63)

(a) A person is ineligible to serve on any Railbird disciplinary committees, arbitration panels, 

oversight panels or Board if that person:
58

(1) Was found within the prior three years by a final decision of a self-regulatory 

organization, an administrative law judge, a court of competent jurisdiction or 

the Commission to have committed a disciplinary offense;

(2) Entered into a settlement agreement within the prior three years in which any of 

the findings or, in the absence of such findings, any of the acts charged included

a disciplinary offense;

(3) Currently is suspended from trading on any contract market, is suspended or 

expelled from membership with any self-regulatory organization, is serving any 

sentence of probation or owes any portion of a fine imposed pursuant to either:

(i) A finding by a final decision of a self-regulatory organization, an 

administrative law judge, a court of competent jurisdiction or the 

Commission that such person committed a disciplinary offense; or

(ii) A settlement agreement in which any of the findings or, in the absence 

of such findings, any of the acts charged included a disciplinary offense.

(4) Currently is subject to an agreement with the Commission or any self-regulatory 

organization not to apply for registration with the Commission or membership 

in any self-regulatory organization;

(5) Currently is subject to or has had imposed on him within the prior three years a 

Commission registration revocation or suspension in any capacity for any 

reason, or has been convicted within the prior three years of any of the felonies 

listed in section 8a(2)(D) (ii) through (iv) of the Act; or

(6) Currently is subject to a denial, suspension or disqualification from serving on 

the disciplinary committee, arbitration panel or Board of any self-regulatory 

organization as that term is defined in section 3(a)(26) of the Securities 

Exchange Act of 1934.

(b) No person may serve on a disciplinary committee, arbitration panel, oversight panel or 

Board of Railbird if such person is subject to any of the conditions listed in paragraphs 

(a)(1)-(6) of this Rule.

(c) Railbird shall submit to the Commission a schedule listing all those rule violations which 

constitute disciplinary offenses and to the extent necessary to reflect revisions shall 

submit an amended schedule within 30 days of the end of each calendar year. Railbird 

must maintain and keep current the schedule required by this section, post the schedule in 

a public place designed to provide notice to members and otherwise ensure its availability 

to the general public.

(d) Railbird shall submit to the Commission within 30 days of the end of each calendar year 

a certified list of any persons who have been removed from its disciplinary committees, 

arbitration panels, oversight panels or Board pursuant to the requirements of this 

regulation during the prior year.
59

(e) Whenever Railbird finds by final decision that a person has committed a disciplinary 

offense and such finding makes such person ineligible to serve on that self-regulatory 

organization’s disciplinary committees, arbitration panels, oversight panels or Board, 

Railbird shall inform the Commission of that finding and the length of the ineligibility in 

any notice it is required to provide to the Commission pursuant to either section 17(h)(1) 

of the Act or Commission Regulation 9.11.

(f) Terms used but not otherwise defined in these Rules have the meaning assigned to them 

in Commission Regulation 1.63.

RULE 12.3 VOTING BY INTERESTED MEMBERS OF SELF-REGULATORY 

ORGANIZATION GOVERNING BOARDS AND VARIOUS COMMITTEES (ADAPTED 

FROM COMMISSION REGULATION 1.69)

(a) Railbird shall maintain in effect Rules that have been submitted to the Commission 

pursuant to Section 5c(c) of the Act and Part 40 of the Commission Regulations to 

address the avoidance of conflicts of interest in the execution of its self-regulatory 

functions. Such Rules provide for the following:

(1) Relationship with named party in interest —

(i) Nature of relationship. A member of Railbird’s Board, disciplinary 

committee or oversight panel must abstain from such body’s 

deliberations and voting on any matter involving a named party in 

interest where such member:

(A) Is a named party in interest;

(B) Is an employer, employee, or fellow employee of a named party 

in interest;

(C) Is associated with a named party in interest through a “broker 

association” as defined in Commission Regulation 156.1;

(D) Has any other significant, ongoing business relationship with a 

named party in interest, not including relationships limited to 

executing futures or option transactions opposite of each other or 

to clearing futures or option transactions through the same 

clearing member; or

(E) Has a family relationship with a named party in interest.

(ii) Disclosure of relationship. Prior to the consideration of any matter 

involving a named party in interest, each member of a Railbird Board, 

disciplinary committee or oversight panel must disclose to the 

appropriate Railbird staff whether he or she has one of the relationships 

listed in paragraph (a)(1)(i) of this Rule with a named party in interest.
60

(iii) Procedure for determination. Railbird must establish procedures for 

determining whether any member of its Board, disciplinary committees 

or oversight committees is subject to a conflicts restriction in any matter 

involving a named party in interest. Taking into consideration the 

exigency of the committee action, such determinations should be based 

upon:

(A) Information provided by the member pursuant to paragraph 

(a)(1)(ii); and

(B) Any other source of information that is held by and reasonably 

available to Railbird.

(2) Financial interest in a significant action —

(i) Nature of interest. A member of Railbird’s Board , disciplinary 

committee or oversight panel must abstain from such body’s 

deliberations and voting on any significant action if the member 

knowingly has a direct and substantial financial interest in the result of 

the vote based upon either exchange or non-exchange positions that 

could reasonably be expected to be affected by the action.

(ii) Disclosure of interest. Prior to the consideration of any significant 

action, each member of Railbird’s Board, disciplinary committee or 

oversight panel must disclose to the appropriate Railbird staff the 

position information referred to in paragraph (a)(2)(iii) of this Rule that 

is known to him or her. This requirement does not apply to members 

who choose to abstain from deliberations and voting on the subject of 

significant action.

(iii) Procedure for determination. Railbird must establish procedures for 

determining whether any member of its Board, disciplinary committees 

or oversight committees is subject to a conflict restriction under this 

section in any significant action. Such determination must include a 

review of:

(A) Gross positions held at Railbird in the member’s personal 

accounts or “controlled accounts,” as defined in Commission 

Regulation 1.3;

(B) Gross positions held at Railbird in proprietary accounts, as 

defined in Commission Regulation 1.17(b)(3), at the member’s 

affiliated firm;

(C) Gross positions held at Railbird in accounts in which the member 

is a principal, as defined in Commission Regulation 3.1(a);
61

(D) Net positions held at Railbird in “customer” accounts, as defined 

in Commission Regulation 1.17(b)(2), at the member’s affiliated 

firm; and

(E) Any other types of positions, whether maintained at Railbird or 

elsewhere, held in the member’s personal accounts or the 

proprietary accounts of the member’s affiliated firm that Railbird 

reasonably expects could be affected by the significant action.

(iv) Bases for determination. Taking into consideration the exigency of the 

significant action, such determinations should be based upon:

(A) The most recent large trader reports and clearing records available 

to Railbird;

(B) Information provided by the member with respect to positions 

pursuant to paragraph (a)(2)(ii) of this Rule; and

(C) Any other source of information that is held by and reasonably 

available to Railbird.

(3) Participation in deliberations.

(i) Under the Rules required by this section, Railbird’s Board, disciplinary 

committee or oversight panel may permit a member to participate in 

deliberations prior to a vote on a significant action for which he or she 

otherwise would be required to abstain, pursuant to paragraph (a)(2) of 

this Rule, if such participation would be consistent with the public 

interest and the member recuses himself or herself from voting on such 

action.

(ii) In making a determination as to whether to permit a member to 

participate in deliberations on a significant action for which he or she 

otherwise would be required to abstain, the deliberating body shall 

consider the following factors:

(A) Whether the member’s participation in deliberations is necessary 

for the deliberating body to achieve a quorum in the matter; and

(B) Whether the member has unique or special expertise, knowledge 

or experience in the matter under consideration.

(iii) Prior to any determination pursuant to paragraph (a)(3)(i) of this Rule, 

the deliberating body must fully consider the position information which 

is the basis for the member’s direct and substantial financial interest in 

the result of a vote on a significant action pursuant to paragraph (a)(2) of 

this Rule.
62

(4) Documentation of determination. Railbird’s Board, disciplinary committees, 

and oversight panels must reflect in their minutes or otherwise document that 

the conflicts determination procedures required by this section have been 

followed. Such records also must include:

(i) The names of all members who attended the meeting in person or who 

otherwise were present by electronic means;

(ii) The name of any member who voluntarily recused himself or herself or 

was required to abstain from deliberations and/or voting on a matter and 

the reason for the recusal or abstention, if stated; and

(iii) Information on the position information that was reviewed for each 

member.

(b) Terms used but not otherwise defined in these Rules have the meaning assigned to them 

in Commission Regulation 1.69.

CHAPTER 13: TERMS OF CONTRACTS TRADED ON RAILBIRD

The following Rules set forth the terms of the Contracts traded on Railbird. You should not trade 

any Contract unless you are certain that you completely understand and accept its terms. 

Additional information with respect to each Contract can be found on the homepage for the 

specific Contract.

RULE 13.1 TERMS THAT ARE UNIFORM ACROSS CONTRACTS

There are certain terms that are uniform across Contracts.

(a) The minimum unit of trading is one Contract.

(b) All Contract prices are quoted in U.S. Dollars and cents per Contract.

(c) The minimum quote increment for each Contract is $0.01 per Contract.

(d) All Market Outcomes will be posted on Railbird’s website no later than 11:59 pm ET on 

the day that such Market Outcomes are determined. If the Market Outcome Review 

Process is initiated under Rule 7.1, the final Market Outcome will be posted on Railbird’s 

website no later than 11:59 pm ET on the day that the Outcome Review Committee 

reaches a determination on the Contract’s final Market Outcome.

(e) All Railbird Binary Contracts are deemed to be “options” as defined in 17 USC 1a(47).

(f) Halted Markets – In the event that any market irregularities are declared by the Chief 

Executive Officer of Railbird, or to prevent or reduce the potential risk of price 

distortions or market disruptions, a market may be paused or halted for trading, and the 

Commission will be notified, if required, pursuant to Commission Regulations. An 
63

explanation will be posted on the Railbird Notices section of the website within a 

reasonable amount of time but no later than 24 hours after the initiation of the halt.

(g) Discretion to Refrain from Listing Contracts – Railbird may, in its discretion, temporarily 

refrain from the listing of any Contract due to the unavailability of the Underlying upon 

which the Contract is based, or any other condition Railbird determines may be 

detrimental to the listing of the Contract.

(h) Contract Modifications – Specifications shall be fixed as of the first day of trading of a 

Contract, except as provided in Rule 2.8 and Rule 7.2 of these Rules or as set forth in 

Rules specific to a Contract. If any U.S. governmental agency or body issues an order, 

ruling, directive or law that conflicts with the requirements of these Rules, such order, 

ruling, directive or law shall be construed to take precedence and become part of these 

Rules, and all open and new Contracts shall be subject to such government orders.

(i) Any change in instructions, order, ruling, directive, or law issued or enacted by any court 

or agency of the Federal Government of the United States that conflicts with the Rules 

contained in this Rulebook shall take precedence, immediately become a part of these 

Rules, and be effective for all currently traded and newly listed Contracts.

CHAPTER 14: FORMS

Form 10-1: Arbitration Profile

Form 10-2: Impartiality Form

Form 10-3: Statement of Claim

Form 10-4: Petition for Joint Arbitration

Form 10-5: Respondent’s Answer

Form 10-6: Statement of Counterclaim
The information included on Part 1 of the data sheet will be disclosed to the parties at the time you 

are selected to enable them to determine potential conflicts of interest.

Name:

Position:

Employer’s Name:

Employer’s Address:

Street

City State Zip

Preferred mailing address: Business

Home

Other

Form 10-1

RAIILBIRD EXCHANGE, LLC PART I

FORM 10-1 Page 1 of 3

ARBITRATION PROFILE
PART I

Page 2 of 3

In the space provided below, please list your employment history. Include your present position 

first. If retired, please list your last employer, number of years at the firm and date of retirement. 

A resume may be submitted in lieu of this section.

Previous Employer:

Starting Date: / / Ending Date: / / / Year(s)

Month Date Year Month Date Year

Position/Title:

Duties/Responsibilities:

Previous Employer:

Starting Date: / / Ending Date: / / / Year(s)

Month Date Year Month Date Year

Position/Title:

Duties/Responsibilities:

Form 10-1
PART I

Page 3 of 3

In the space provided below, please list your educational background.

(Information provided in this section is optional)

School Level Name and Location No. of Years 

Attended

Did You 

Graduate

Subjects 

Studied

High School

College

Graduate 

School

Trade Business 

or Other School

Describe any current or prior experience, as an arbitrator in a commodities dispute including, but 

not limited to, experience as an arbitrator, or other experience that you feel qualifies you to serve.

List the name of any Professional or Business Associations of which you are a member. Include 

offices held.

Form 10-1
PART II

Page 1 of 2

Name: Social Security No:

Home Telephone: ( ) Date of Birth: / /

(Include Area Code) Month Date Year

Office Telephone: ( )

(Include Area Code)

Home Address:

Street City State Zip

The following information is requested to enable the Secretary of the Company to determine if 

there is a potential conflict which would preclude your serving on a particular arbitration panel.

1. Brokerage firm(s) where you maintain an account (include IRA and Keogh Accounts).

2. Do you, your employer/firm, or family have significant business relationship with 

commodities firms? If so, please list the name of the firm(s) and the type of relationship.

3. Have you ever had your registration or authority to practice any business or professional 

license revoked or suspended?

4. Have you ever been disciplined by Railbird Exchange or another self-regulatory 

organization? If so, give dates and details.

Form 10-1
Page 2 of 2

5. Previous arbitration experience: 

6. Related areas of expertise: 

7. What Attorneys:

A. Areas of practice in which you are most active: 

B. Bar Admission - Jurisdiction: 

I AFFIRM THAT THE INFORMATION SUPPLIED ON THIS FORM IS, TO THE BEST 

OF MY KNOWLEDGE, CORRECT AND COMPLETE.

Signature Date

PLEASE COMPLETE, SIGN AND

RETURN THIS FORM TO:

RAILBIRD EXCHANGE, LLC

Corporate Secretary

169 Madison Avenue

New York, NY 10016

Form 10-1
Page 1 of 1

RAILBIRD EXCHANGE, LLC

FORM 10-2

IMPARTIALITY FORM

Listed below are any circumstances likely to affect impartiality, including any bias or any financial 

or personal interest in the result of the arbitration or any past or present relationship with the parties 

or their counsel.

Name: 

Arbitrator (Please type or print)

(Signature)

(Date)

Form 10-2
Page 1 of 2

RAILBIRD EXCHANGE, LLC

FORM 10-3

STATEMENT OF CLAIM

20,

To the Secretary of

Railbird Exchange

, Complainant, hereby submitting to the jurisdiction of a Board of 

Arbitration, and hereby voluntarily submits the Claim or Grievance herein referred to, to the 

arbitrament of said Panel, makes and files this Complaint against , as

Respondent, in accordance with the Charter, Rules, customs and usages of Railbird Exchange with 

a view to an arbitration thereunder.

AND FOR CAUSE OF COMPLAINT SAYS: That Complainant has a matter of dispute or 

difference with Respondent growing out of a transaction, the facts and particulars relating to which 

are as follows:

(The Complainant shall then set forth in plain language the substance and particulars of the 

Complainants demands, commodity, date, month, quantity, price, time, parties involved, etc.)

(If you need more space to explain your claim,

please attach additional paper.)

Form 10-3
STATEMENT OF CLAIM

Page 2 of 2

The computation of monetary loss is based on the following calculation:

In support of these allegations, I present as evidence the following documents: (i.e., statements of 

witnesses, pertinent documents such as floor orders, account statements, time and sales, trading 

cards, etc.). Copies of the evidentiary material should correspond with the heading you have 

assigned below.

C-1 C-7

C-2 C-8

C-3 C-9

C-4 C-10

C-5 C 11

C-6 C-12

Subscribed and sworn to before me this 

 day 

of A.D., 20

Petitioner’s Signature: 

Notary Public, County

State of 

Print Name

Notary Public Date

SEAL

Form 10-3
Page 1 of 5

RAILBIRD EXCHANGE, LLC

FORM 10-4

PETITION FOR JOINT ARBITRATION

20,

To the Secretary of

Railbird Exchange

and submit 

to the jurisdiction of a Board of Arbitration, and hereby voluntarily submit their respective claims 

or grievances hereinafter referred to, to the arbitrament of a panel of arbitration in accordance with 

the Charter, Rules, custom and usages of Railbird Exchange.

Attached hereto is a sworn statement of claim or grievance by each Petitioner. Also attached are 

documents, if any, which are submitted as evidence to support each Petitioner’s grievance or claim. 

Petitioners jointly wish to place the matters in issue before a Board of Arbitration, but neither 

Petitioner wishes to take the position of Complainant. The Board of Arbitration will, however, for 

procedural purposes only, including the identifying caption of the matter, assign one Petitioner as 

Complainant and one Petitioner as Respondent.

First Petitioner Second Petitioner

Form 10-4
PETITION FOR JOINT ARBITRATION

First Petitioner

Page 2 of 5

The Petitioner shall set forth in plain language the substance and particulars of the Petitioner’s 

demands, commodity, date, month, quantity, price, time, parties involved, etc.

(If you need more space to explain your claim,

please attach additional paper.)

Form 10-4
PETITION FOR JOINT ARBITRATION

First Petitioner

Page 3 of 5

The computation of monetary loss is based on the following calculation:

In support of these allegations, I present as evidence the following documents: (i.e., statements of 

witnesses, pertinent documents such as floor orders, account statements, time and sales, trading 

cards, etc.). Copies of the evidentiary material should correspond with the heading you have 

assigned below.

P-1 P-7

P-2 P-8

P-3 P-9

P-4 P-10

P-5 P 11

P-6 P-12

Subscribed and sworn to before me this 

 day 

of A.D., 20

Petitioner’s Signature: 

Notary Public, County

State of 

Print Name

Notary Public Date

SEAL

Form 10-4
PETITION FOR JOINT ARBITRATION

Second Petitioner

Page 4 of 5

The Petitioner shall set forth in plain language the substance and particulars of the Petitioner’s 

demands, commodity, date, month, quantity, price, time, parties involved, etc.

(If you need more space to explain your claim,

please attach additional paper.)

Form 10-4
PETITION FOR JOINT ARBITRATION

Second Petitioner

Page 5 of 5

The computation of monetary loss is based on the following calculation:

In support of these allegations, I present as evidence the following documents: (i.e., statements of 

witnesses, pertinent documents such as floor orders, account statements, time and sales, trading 

cards, etc.). Copies of the evidentiary material should correspond with the heading you have 

assigned below.

PP-1 PP-7

PP-2 PP-8

PP-3 PP-9

PP-4 PP-10

PP-5 PP 11

PP-6 PP 12

Subscribed and sworn to before me 

this _day of A.D.,

20____

Petitioner’s Signature: 

Notary Public, ____________ County

State of ___________

Print Name

Notary Public Date

SEAL

Form 10-4
Page 1 of 2

RAILBIRD EXCHANGE, LLC

FORM 10-5

RESPONDENT’S ANSWER

20,

To the Secretary of

Railbird Exchange

IN THE MATTER OF CLAIM

OR GRIEVANCE OF

(Petitioner)

vs.

(Respondent)

The above Respondent hereby submitting to the jurisdiction of said Board of Arbitration, and 

hereby voluntarily submitting the Claim or Grievance referred to in said Complaint and in the 

Answer to the arbitrament of said Panel for Answer to the Complaint says:

(The Answer shall then set forth in plain language the substance and particulars of the 

Respondent’s Answer.)

(Describe in detail the circumstances surrounding the transactions(s) in question; e.g., date, 

commodity month, price, quantity, time, parties involved, etc. You may attach photocopies of 

pertinent documents such as floor orders, account statements, trading cards, time and sales, and 

sworn statements of witness).

(If you need more space to explain your claim,

please attach additional paper.)

Form 10-5
RESPONDENT’S ANSWER

Page 2 of 2

In support of these allegations, I present as evidence the following documents: (i.e., statements of 

witnesses, pertinent documents such as floor orders, account statements, time and sales, trading 

cards, etc.). Copies of the evidentiary material should correspond with the heading you have 

assigned below.

R-1 R-7

R-2 R-8

R-3 R-9

R-4 R-10

R-5 R-11

R-6 R-12

Subscribed and sworn to before me this 

 day 

of A.D., 20

Petitioner’s Signature: 

Notary Public, County

State of 

Print Name

Notary Public Date

SEAL

Form 10-5
Filing Fee: $ Page 1 of 2

(Payment of filing fee must 

accompany Counterclaim)

RAILBIRD EXCHANGE, LLC

FORM 10-6

STATEMENT OF COUNTERCLAIM

20,

To the Secretary of

Railbird Exchange

I, , (trading initials) 

member (see CFTC Regulation § 166.5) of Railbird Exchange, LLC hereby file 

a counterclaim against , Complainant. I claim 

a loss of $ based on the actions(s) or omission(s) of 

as follows:

(If you need more space to explain your claim,

please attach additional paper.)

Form 10-6
STATEMENT OF COUNTERCLAIM

Page 2 of 2

The computation of monetary loss is based on the following calculation:

In support of these allegations, I present as evidence the following documents: (i.e., statements of 

witnesses, pertinent documents such as floor orders, account statements, time and sales, trading 

cards, etc.). Copies of the evidentiary material should correspond with the heading you have 

assigned below.

CC-1 CC-7

CC-2 CC-8

CC-3 CC-9

CC-4 CC-10

CC-5 CC-11

CC-6 CC-12

Subscribed and sworn to before me this 

 day 

of A.D., 20

Petitioner’s Signature: 

Notary Public, County

State of 

Print Name

Notary Public Date

SEAL

Form 10-6