AMEX Commodities Corporation 

Board of Trade of the City of Chicago, Inc. 

Board of Trade of Kansas City 

CBOE Futures Exchange, LLC 

Chicago Climate Futures Exchange, L.L.C. 

Chicago Mercantile Exchange, Inc. 

Commodity Exchange, Inc. 

HedgeStreet, Inc. 

ICE Futures (U.S.), Inc. 

INET Futures Exchange, L.L.C. 

Minneapolis Grain Exchange 

National Futures Association 

.,N~~-Y~~~--M~f~~!l_!ti~_S.~~~-~-D_9_~,_]!1.~:--- .. ____________________________________ ___.----{Deleted: New York Board ofTrade1f ) 

NQLX, L.L.C. 

OneChicago, L.L.C. 

Philadelphia Board of Trade, Inc. 

U.S. Futures Exchange L.L.C. 

AMENDED AGREEMENT FOR SERVICES 

This Amended Agreement for Services ("Agreement") is entered into as of the day 

of , 200~_9Y.~I1_<;1_~!!!9.~9_!h~ __ 6Mg~ __ 9.9.cn!!!9_<;l!ti~~-QQrR<?!.~E<?_~,-~Q~_~g __ <?f.Jr~<;l-~ __ <?f.!h~---------{~ee_let_ect_: s ______ __.J 

City of Chicago, Inc., Board of Trade of Kansas City, CBOE Futures Exchange, LLC, Chicago 

Climate Futures Exchange, L.L.C., Chicago Mercantile Exchange Inc., Commodity Exchange, Inc., 

HedgeStreet, Inc. INET Futures Exchange, L.L.C., Minneapolis Grain Exchange, National Futures 

Association, New York Board of Trade, New York Mercantile Exchange, Inc., NQLX, L.L.C., 

OneChicago, L.L.C., the Philadelphia Board of Trade, and U.S. Futures Exchange L.L.C. 

(individually a "Party" and collectively the "Parties"). This Agreement supersedes and replaces the 

Agreement for Services, dated May 1, 1984, and all amendments made thereto prior to the date of 

this Agreement. 

WHEREAS, each of the Parties is a self-regulatory organization ("SRO") under the Commodity 

Exchange Act, as amended (the "ACT"), and is required to maintain a program to assure 

compliance with its own rules and regulations and with certain provisions of the ACT and certain 

provisions of the rules and regulations of the Commodity Futures Trading Commission ("CFTC"); 

and 

WHEREAS, each of the Parties agrees to delegate to other appropriate Parties, as designated 

SROs ("DSROs") the responsibility of auditing and monitoring Futures Commission Merchants 

("FCMs") which are members of one or more of the Parties, as permitted by CFTC Regulation 

§1.52; 

NOW, THEREFORE, in consideration of the premises and covenants contained herein, it is 

mutually agreed as follows: . 

1. Effective Date. This Agreement shall become effective upon approval by the CFTC. 
Joint Audit Committee 

Agreement for Services 

Page2 

2. Term. This Agreement shall terminate with respect to any Party, six months after such 

Party gives written notice of termination to the other Parties, but the Agreement shall 

remain in effect with respect to all non-terminating Parties. 

3. Joint Audit Committee. A Joint Audit Committee ("JAC") made up of one representative 

appointed by each of the Parties shall be constituted upon the effective date of this 

Agreement. If two or more of the Parties become commonly owned through a merger or 

acquisition, the surviving Party is entitled to one representative on the JAC,. __ ~-~~11 ________ _ representative may designate another individual to act on behalf of such representative at 

any JAC meeting. 

The JAC shall elect its own officers, including a Chairperson. The JAC shall vote by 

majority of those present which are eligible to vote. Only those Parties which conduct their 

Deleted: ; provided, however, that 

any Party which maintains a separate 

legal entity after an acquisition, will 

retain their representative on the JAG. 

own auditing activities ,(f?!~ll_E?fJh~D--~~~-~~D_t_~~0.ing_~_ll~llJE?~P.9_rl~iQ[IJ![E?_~)_~Il~!I __ ~~-~Ug[~j~U9 ____ -----{ Deleted: as a DSRO 

vote. The Chairperson shall be permitted to vote (assuming such Chairperson is eligible to 

vote.) Meetings shall be called by the Chairperson or by any three members. A quorum 

shall consist of a majority of those members eligible to vote. Minutes of the proceedings of 

the JAC shall be promptly prepared and provided to each Party. 

The JAC shall have the responsibility of overseeing the implementation and functioning of 

all terms and conditions of this Agreement and the DSRO members of the· JAC shall 

determine the minimum practices and procedures to be followed by each DSRO in the 

conduct of audits and financial reviews of FCMs. Such practices and procedures shall be 

established to conform with the requirements of CFTC Regulation §1.52 and to the 

Commodity Futures Trading Commission's Division of Trading and Markets' Financial and 

Segregation Interpretations No. 4 - 1 and 4 - 2 and applicable amendments, 1 Comm. Fut. 

L. Rep. (CCH) 1[7114A, 7114C, 71140 and 7114E (July 29, 1985, September 3, 1993, 

October 31, 1995 and August 20, 1999), and any other CFTC requirements hereinafter in 

effect relating to audits and financial reviews. 

4. Services. The JAC may amend DSRO designation from time to time in order to further the 

purposes of this Agreement; provided, however, that no Party shall be designated as a 

DSRO for a particular FCM without the consent of the representative to the JAC of that 

Party. Any exchange which conducts its own auditing activities as a DSRO for any FCM 

will have the right of first refusal to be the DSRO for any existing or new member FCM of 

such exchange, before any other Party will be permitted to become, or to continue to be, 

the DSRO for that existing or new member FCM. 

Each Party hereto shall monitor and audit the financial and operational condition of the 

FCMs for which it acts as DSRO and shall audit and enforce compliance with the CFTC's 

financial and NFA's sales practice requirements. Such activities shall conform to the 
Joint Audit Committee 

Agreement for Services 

Page 3 

practices and procedures established by the DSRO members of the JAC under Paragraph 

3 of this Agreement. 

A report of each risk based examination shall be furnished to each of the Parties of which 

the audited FCM is a member and each of the Parties may rely on the report. 

Any Party to this Agreement may require, on a routine basis, supplemental schedules and 

additional financial filings from its member FCMs. Such supplemental schedules and 

financial filings shall be submitted by each of the Party's member FCMs to the FCM's 

DSRO; provided, however, that the DSRO is not required to analyze such supplemental 

schedules and additional financial filings. 

Nothing in this Agreement requires any Party to conduct in-field examinations of any 

branch office or guaranteed introducing broker of any FCM. If an in-field examination is 

performed, however, the Party shall notify the other Parties of which the FCM is a member 

and shall provide those Parties with a copy of the examination report or other document 

that describes the examination results. 

5. Access to Documents. In addition to reports provided under paragraph 4, a DSRO shall, 

upon written request, provide to each of the Parties of which the audited FCM is a member, 

full access to the working papers generated during the audit of an FCM. 

The employees of the Parties shall cooperate in the exchange of information regarding the 

financial and operational condition and the segregation and sales practices of their 

common members. 

6. Retention of Right of Inspection and Right to Request Information. Nothing contained 

herein shall be deemed a waiver of, or a limitation on, the right of any Party to inspect the 

books and records of any of its members or to request information directly from any of its 

members. 

7. Payment. Each of the Parties will bear its own costs and expenses associated with its 

activities as a DSRO. However, any of the Parties may agree among themselves to share 

costs or expenses related to DSRO activities involving their common members. 

8. Confidentiality. All reports, working papers, summary sheets, financial filings, and other 

documents ("Information") generated or received by the DSRO pursuant to its functions 

under this Agreement hereinafter shall be confidential and shall not be disclosed by the 

DSRO or by any other Party to this Agreement except as set forth in Sections 4 and 5 of 

this Agreement and as provided herein: 

(a) Such Information may be disclosed to any registered futures association or contract 

market of which the FCM is a member~ 
Joint Audit Committee 

Agreement for Services 

Page4 

(b) Such Information may be disclosed by any Party to its Derivatives Clearing 

Organization ("DCO"). The sharing of Information between an SRO and its DCO is 

recognized as a normal and necessary adjunct to self-regulation and the cooperative 

sharing of such Information shall not be a violation of the disclosure or confidentiality 

provisions of this Agreement. 

(c) Such Information may be disclosed: 

i) to any Party of which the FCM is a member in connection with disciplinary 

proceedings or other formal proceedings or actions of and/or before a duly 

authorized committee or governing body of the DSRO or any Party of which the 

FCM is a member; 

ii) in response to a duly authorized demand by an administrative or legislative body of 

government having jurisdiction of the subject matter and authority to obtain the 

Information requested; 

iii) or, as otherwise required by law. 

(d) Provided, however, such Information shall not be disclosed in response to a civil 

subpoena or summons until five (5) business days after the DSRO and all Parties of 

which the FCM is a member and the FCM itself have been notified of the subpoena or 

for such shorter period of time as may be provided pursuant to an order issued by a 

court of competent jurisdiction, and in no event shall be disclosed in violation of Section 

8c of the ACT. 

The provisions of this Paragraph 8 shall survive termination of this Agreement. 

9. Limitations on Liability. Neither the DSRO nor any of its directors, officers, employees, or 

subcontractors shall be liable to any Party or any of its directors, officers, employees, or 

subcontractors for any liability, loss or damage resulting from or claimed to have resulted 

from: 

(a) Any delays, inaccuracies, errors, or omissions with respect to any audit or review 

conducted by the DSRO or with respect to any performance by the DSRO of any other 

term or condition of the Agreement with respect to a particular FCM; 

(b) The nonperformance or delay or interruption in the performance of any term or 

condition of this Agreement due to acts of God, the public enemy, war (including civil 

war), acts of any government, delays in performing or failure to perform by a public 

utility, communications failures, equipment or software malfunctions, fires, explosions, 
Joint Audit Committee 

Agreement for Services 

Page 5 

the elements, epidemics, quarantines, strikes, labor disputes, embargoes, and other 

causes of a similar nature; 

(c) The inadequacy or insufficiency of the programs or procedures adopted by the JAC; or 

(d) The failure of a Party to enforce compliance by member FCMs of the Party with its 

financial standards, bylaws, rules or regulations. 

Nothing herein shall affect the right of any Party to bring an action, subject to Paragraph 12 

below, against the DSRO for breach of this Agreement or affect the right of any Party to 

hold the DSRO responsible for any action, claim or controversy arising from the acts and/or 

omissions of the DSRO which are caused by the bad faith acts or omissions of the DSRO. 

The provisions of this Paragraph 9 shall survive termination of this Agreement. 

10. Rights. Benefits or Remedies. This Agreement is solely and exclusively for the benefit of 

the parties hereto, and nothing in this Agreement, express or implied, is intended to or will 

confer on any other person or entity, any rights, benefits or remedies of any nature 

whatsoever under or by reason of this Agreement. 

11. Subcontracting. A DSRO shall not subcontract or assign its obligations respecting any FCM 

to any entity not a Party to this Agreement without the written consent of all Parties to this 

Agreement of which that FCM is a member. However, those subcontract agreements in 

effect at the effective date of this Agreement will continue in full force notwithstanding the 

aforementioned. 

12. Arbitration. All disputes or controversies between or among any of the Parties which arise 

out of or relate to this Agreement or its validity or interpretation or any breach or alleged 

breach hereof shall be submitted to and settled by arbitration in the City of Claimant's 

choice (New York or Chicago) administered by the American Arbitration Association in 

accordance with its Commercial Arbitration Rules and judgment may be entered upon the 

award rendered by the arbitrator(s) in any court of appropriate jurisdiction. 

Notwithstanding the foregoing, each Party shall have the right in any action brought in a 

federal or state court against any Party ("Defendant Party") to implead or otherwise join any 

other Party in such action if the basis or alleged basis for the action against the Defendant 

Party is directly or indirectly related to the performance or nonperformance of any terms or 

conditions of this Agreement by such other Party. 

The provisions of this Paragraph 12 shall survive termination of this Agreement. 

13. Amendments. After the effective date of this Agreement, designated contract markets and 

registered futures associations may become Parties to this Agreement, subject to the 
Joint Audit Committee 

Agreement for Services 

Page 6 

approval of the majority of the Parties which are eligible to vote. In addition, any new 

Parties must agree in writing to be bound by the terms of this Agreement. This Agreement 

may not be otherwise amended or modified, except by an instrument in writing duly 

executed by each of the Parties. 

14. Notices. Wherever, in this Agreement, written notice is required of one Party to the other, 

such written notice shall be addressed to the headquarters location of the recipient Party as 

follows: 

AMEX Commodities Corp. 

65 Broadway, 17th Floor 

New York, New York 10006 

Attn: Director, Financial Regulation 

Board of Trade of the City of Chicago, Inc. 

20 South Wacker Drive, ?NT 

Chicago. Illinois 60606 

Attn: Director of Audits 

·s-oarCi"Of"tracie.ofKinsas·cli}i·····································----····························-·····-·----·· 

4800 Main Street 

Suite 303 

Kansas City, Missouri 64112 

Attn: President 

CBOE Futures Exchange, LLC 

LaSalle at VanBuren 

Chicago, Illinois 60605 

Attn: Vice President, Division of Regulatory Services 

Chicago Climate Futures Exchange, L.L.C. 

190 South LaSalle Street, 8th Floor 

Chicago, Illinois 60603 USA 

Attn: Senior Vice President, Exchange Operations 

Chicago Mercantile Exchange Inc. 

20 South Wacker Drive, ?NT 

Chicago, Illinois 60606 

Attn: Director of Audits 

Deleted: 141 West Jackson 

Boulevard 'II 

Sutte 340-A'IJ 

Chicago, Illinois 60604 'II 

Attn: Vice President, Audits and 

Financial Surveillance'IJ 

Office of Investigations & Audns'IJ 
Joint Audit Committee 

Agreement for Services 

Page 7 

Commodity Exchange, Inc. 

One North End Avenue 

14th Floor 

New York, New York 1 0282 

Attn: Senior Director, Financial Surveillance 

HedgeStreet, Inc. 

1825 S. Grant Street 

Suite 500 

San Mateo, California 94402 

Attn: Vice President, Legal & Compliance 

ICE Futures (U.S.). Inc. 

One North End Avenue 

New York, New York 10282 

Attn: Compliance Department 

INET Futures Exchange, L.L.C. 

50 Broad Street 

6th Floor 

New York, New York 1 0004 

Minneapolis Grain Exchange 

400 South Fourth Street 

Suite 111 

Minneapolis, Minnesota 55415 

Attn: Corporate Secretary 

National Futures Association 

200 West Madison Street 

Suite #1600 

Chicago, Illinois 60606 

Attn: Associate Director of Compliance 

"------------------------------------------------------------------------------------------------------------------------------

New York Mercantile Exchange 

One North End Avenu~11tll.f!9.9.~ ........................................................... ······-······-~ 

New York, New York 10282 

Attn: Senior Vice President, ,Compliance ~.Rl~~-M~11.~.9~11_1_f?DL ................................ ... 

Deleted:11 

New York Board of Trade11 

One North End Avenue11 

New York, New York 1028211 

Attn: Compliance Department 11 

Deleted:11 

Deleted: Financial Surveillance 
Joint Audit Committee 

Agreement for Services 

Page 8 

NQLX, L.L.C. 

55 Broadway, Suite 2602 

New York, New York 10006 

Attn: Executive Vice President 

OneChicago, L.L.C. 

141 West Jackson Boulevard 

Suite 2208A 

Chicago, Illinois 60604 

Attn: General Counsel 

Philadelphia Board of Trade. Inc. 

1900 Market Street 

Philadelphia, Pennsylvania 19103 

Attn: Vice President of Examinations 

U.S. Futures Exchange L.L.C. 

311 South Wacker Drive 

Suite 3750 

Chicago, Illinois 60606 

Attn: Counsel 

15. Applicable Law. This Agreement and any controversy between the Parties with respect 

thereto or arising thereunder shall be governed by the laws of the State of New York. 

16. Duplicate Originals. This Agreement may be executed in duplicate originals, and each 

duplicate original bearing the original signature of the Parties or their duly authorized 

officials shall be deemed to be the original of the Agreement for all purposes. 

Dated: ______ _ 

Representing: AMEX Commodities Corporation 

Dated: ______ _ 

Representing: Board of Trade of the City of Chicago, Inc. 

Dated: ______ _ 

Representing: Board of Trade of Kansas City 
Joint Audit Committee 

Agreement for Services 

Page 9 

Dated: ______ _ 

Dated: ______ _ 

Dated: ______ _ 

Dated: ______ _ 

Dated: ______ _ 

· Dated: 

Dated: ______ _ 

Dated: ______ _ 

Dated: ______ _ 

Representing: CBOE Futures Exchange, LLC 

Representing: Chicago Climate Futures Exchange, L.L.C. 

Representing: Chicago Mercantile Exchange Inc. 

Representing: Commodity Exchange, Inc. 

Representing: HedgeStreet, Inc. 

Representing: ICE Futures (U.S.). Inc. ... ---.. { Formatted: Indent: Left: 2.5" 

Representing: INET Futures Exchange, L.L.C. 

Representing: Minneapolis Grain Exchange 

Representing: National Futures Association 

I "- ___________________________________________ . _. _________________________________ . _. _________________________________________________________ .-·· Deleted: 'II 

Dated: Dated: 

Representing: New York Mercantile Exchange, Inc. 

Dated: ______ _ 

Representing: NQLX, L.L.C. 

_'II . Representing: New York 

Board ofTrade'fl 

'II 
Joint Audit Committee 

Agreement for Services 

Page 10 

Dated: ______ _ 

Dated: ______ _ 

Dated: ______ _ 

Representing: OneChicago, L.L.C. 

Representing: Philadelphia Board of Trade. Inc. 

Representing: U.S. Futures Exchange L.L.C