Transfers of memberships may be made only in accordance with the following provisions.  All of the applicable procedures and requirements for the sale and purchase of a membership as set forth in Chapter 1, including the provisions of Rule 110, shall apply to transfers made under this rule. A transfer, reinstatement or revocation of a transfer shall not be completed until all valid Rule 110 claims against a member are satisfied unless a properly completed Indemnification Form is filed by a member’s qualifying clearing member. (11/29/07)

106.A.            Authorization to Sell

An Authorization to Sell (“Authorization Agreement”) is a grant of authority by a member or applicant for membership that may be used only for the purposes specified in Rule 106.B. Authorization Agreements shall be effective only if executed on the form supplied by the Exchange and filed with the Department. Authorization Agreements shall be irrevocable without the written consent of the grantee.

A member or applicant for membership who executes an Authorization Agreement relinquishes his power to direct the sale of his membership.  A grantee shall have all powers of sale that otherwise would have been available to the grantor. The Exchange shall act at the grantee's direction as if the grantee was the member-owner. (11/29/07)

Private agreements between the grantor and the grantee shall not be recognized by the Exchange and shall not affect the rights of the Exchange or its members. The grantee shall be entitled, in addition to any other rights he may have under Rule 110, to the residual proceeds after all Rule 110 claims have been satisfied up to the amount of the outstanding debt owed. (11/29/07)

106.B.            Security Transactions

A member, applicant for membership or a Non-Member Investor, may execute an Authorization Agreement, in favor of a clearing member, a financial institution or bank, or in favor of the member that financed the purchase of the membership in order to secure any outstanding debt connected with that financing.

A member, applicant for membership or a Non-Member Investor may execute an Authorization Agreement in favor of a member or clearing member to whom the member is indebted or may become indebted by reason of transactions upon the Exchange in order to secure such current or future debts. (11/29/07)

106.C.            Family Transfers

A member or Non-Member Investor may temporarily transfer his membership to a member of his immediate family who shall be subject to all Exchange rules and regulations. For purposes of this rule, immediate family members shall be limited to parents, siblings, children, grandchildren, grandparents, fathers-in-law, mothers-in-law, sons-in law, daughters-in-law and spouses.

Rule 106.C transfers shall be subject to the following terms and conditions:

1.     The transferor may revoke the transfer upon written notice filed with the Department.

2.     The transferor shall have the right at any time to have the transferee disqualified from trading by giving notice to the transferee's qualifying clearing member, who in turn must notify the Exchange pursuant to Rule 511.A.

3.     The transfer shall be revoked and the membership shall revert to the transferor's estate or conservator upon official notice of the death or formally declared incompetence of the transferor. However, the legal representative of a deceased member’s estate may transfer his membership pursuant to this Rule 106.C. during the pendency of probate.  

4.     Upon a transferor’s expulsion from the Exchange, the transfer shall be revoked and the membership shall revert to the transferor who must sell or liquidate the membership within 30 days.

5.     Upon approval for membership, the transferee shall be treated as a member for all purposes, except that the transferee shall have no authority to sell, transfer or assign the membership. The transferor shall be considered the member and an assignment of the membership for clearing purposes pursuant to Rule 902 shall not be terminated by the transferee.

6.     The transferor may sell the membership at any time in accordance with the provisions of Rule 104 or transfer the membership pursuant to Rule 106. The proceeds of the sale of the membership will be distributed to the transferor following the settlement of all claims pursuant to Rule 110.

7.     The transferred membership may be sold in accordance with Rule 133, and the proceeds may be applied as provided in Rule 110, to satisfy financial obligations of the transferee to the Exchange, to another member or to a clearing member arising out of the transferee’s use of the membership in the event that such financial obligations have not been otherwise satisfied.

8.     A transfer of a Series B-3 (GIM) membership to a family member under this Rule 106.C. shall not count toward the two consecutive assignments specified in Rule 106.T. (11/29/07)

106.D.            Futures Industry Transfers

A member or Non-Member Investor may temporarily transfer his membership to another member who shall be subject to all Exchange rules and regulations.

Transfers under this section shall be subject to the following terms and conditions:

1.     The transferor may revoke the transfer upon written notice filed with the Department.

2.     The transferor shall have the right at any time to have the transferee disqualified from trading by giving notice to the transferee's qualifying clearing member and such clearing member must subsequently notify the Exchange pursuant to Rule 511.A.

3.     The transfer shall be revoked and the membership shall revert to the transferor's estate or conservator upon official notice of the death or formally declared incompetence of the transferor. However, the legal representative of a deceased member’s estate may transfer his membership pursuant to this Rule 106.D. during the pendency of probate.  

4.     The transferor is eligible to be elected to the Board of Directors as a CBOT Director (as such term is defined in, and subject to the provisions of, the Bylaws of CME Group Inc).  A transferor who is a member of the Board may have access to the trading floor in order to meet with other members, but may not trade while on the trading floor.

5.     The transferor may sell the membership at any time in accordance with the provisions of Rule 104 or transfer the membership pursuant to Rule 106. The proceeds of the sale of the membership will be distributed to the transferor following the settlement of all claims pursuant to Rule 110. 

6.     The transferred membership may be sold in accordance with Rule 133, and the proceeds may be applied as provided in Rule 110, to satisfy financial obligations of the transferee to the Exchange, to another member or to a clearing member arising out of the transferee’s use of the membership in the event that such financial obligations have not been otherwise satisfied.

7.     The transferee must be qualified to trade by a clearing member acceptable to the transferor. The transferor may not assign the membership for clearing purposes pursuant to Rule 902.

8.     A transferee shall place all trades on the books of his qualifying clearing member unless written authorization to the contrary from said clearing member and from the transferor has been filed with the Department. Failure to adhere to the requirements of this rule and Rule 511 shall exclude a clearing member not qualifying the transferor from receiving proceeds under Rule 110.

9.     Upon a transferor’s expulsion from the Exchange, the transfer shall be revoked and the membership shall revert to the transferor who must sell or liquidate the membership within 30 days.

10.-11.   [Reserved]

12. A lessor shall notify the Exchange, in a manner designated by the Exchange, of the terms of a new lease agreement or any renewal of a lease agreement within two (2) business days of the negotiation of the lease agreement, or renewal thereof. A lessor's failure to comply with this Rule 106.D.12 may result in the issuance of a warning letter to the lessor. A lessor may then be subject to an automatic fine of $500 and $1000 respectively for a second and third violation of this rule within a rolling 12-month period from the issuance of the warning letter. Repeated violations of this rule may be referred to a disciplinary committee.

13. Unless otherwise previously agreed to by the transferor and the transferee, notice must be provided by the parties of their intention to continue a leasing arrangement at least ten (10) days prior to the expiration of the current lease term. If either party fails to provide such notice, it is assumed that the lease will not be renewed upon its expiration. Terms of the renewal, if any, will be subject to negotiation between the parties.

14. i.      In accordance with the Agreement entered into on September 1, 1992 ("the 1992 Agreement") between the Exchange and the Chicago Board Options Exchange ("CBOE"), only an individual who is an "Eligible CBOT Full Member" or an "Eligible CBOT Full Member Delegate", as those terms are defined in the 1992 Agreement, is a "member" of the Exchange within the meaning of paragraph (b) of Article Fifth of CBOE's Certificate of Incorporation ("Article Fifth(b)") and only such individuals are eligible to become and to remain regular members of the CBOE pursuant to Article Fifth(b).  No person who is not either an Eligible CBOT Full Member or an Eligible CBOT Full Member Delegate shall knowingly apply to become, or knowingly remain, a regular member of CBOE pursuant to Article Fifth(b).

ii.     For purposes of the 1992 Agreement, an "Eligible CBOT Full Member Delegate" means the individual to whom a CBOT Full Membership is delegated (leased) and who is in possession of all trading rights and privileges appurtenant to such CBOT Full Membership.  "Trading rights and privileges appurtenant to such CBOT Full Membership" means (1) the rights and privileges of a CBOT Full Membership which entitle a holder or delegate to trade as principal and broker for others in all contracts traded on the CBOT, whether by open outcry, by electronic means, or otherwise, during any segment of a trading day when trading is authorized; and (2) every trading right or privilege granted, assigned or issued by CBOT after the effective date of this Agreement to holders of CBOT Full Memberships, as a class, but excluding any right or privilege which is the subject of an option granted, assigned or issued by CBOT to a CBOT Full Member and which is not exercised by such CBOT Full Member. 

iii.    In accordance with the Agreements entered into on August 7, 2001 and December 17, 2003 respectively, between the Exchange and the CBOE and the Letter Agreements entered into on October 7, 2004 and February 11, 2005, among the Exchange, CBOT Holdings and the CBOE, and consistent with, and in furtherance of, the 1992 Agreement, upon completion of the proposed strategic restructuring of the CBOT, an individual delegate of such CBOT Full Membership shall be deemed to be an Eligible CBOT Full Member Delegate only if the individual: (i) is in possession of 27,338 shares of Class A common stock of CBOT Holdings (whether restricted or unrestricted and without regard to any series thereof, such number being subject to anti-dilution adjustment in the event the Class A common stock is subject to a stock split, reverse split, stock dividend or other stock distribution made to existing shareholders); (ii) is in possession of one Series B-1 membership in the CBOT subsidiary; (iii) holds one of the items listed above in (i) or (ii) through delegation rather than ownership; (iv) is in possession of all of the other rights and privileges appurtenant to a CBOT Full Membership; (v) meets the applicable membership and eligibility requirements of the CBOT and is deemed to be a “CBOT Full Member Delegate” under the Rules and Regulations of the Exchange then in effect; and (vi) if a CBOT Full Membership is one in respect of which the CBOT has issued the Exercise Right Privilege, an individual delegate of such CBOT Full Membership shall be deemed to be an Eligible CBOT Full Member Delegate only if the individual is also in possession of one Exercise Right Privilege. The delegate of a CBOT Full Membership in respect of which an Exercise Right Privilege has not been issued shall qualify as an Eligible CBOT Full Member Delegate if the requirements of the 1992 Agreement are satisfied, without having to possess an Exercise Right Privilege.

Exercise Right Privileges may be separately bought, sold, leased, or otherwise transferred and may be unbundled and rebundled with the lease of CBOT Full Memberships in respect of which an Exercise Right Privilege has been issued, for purposes of qualifying the delegate thereof as an Eligible CBOT Full Member Delegate.  For purpose hereof, the words “possess” and “in possession of” shall be deemed to include possession by ownership or lease, or as a nominee.

iv.    In connection with the delegation (lease) of a CBOT Full Membership, or upon completion of the proposed restructuring of the CBOT the Series B-1 membership in the CBOT subsidiary,  in which the associated Exercise Right Privilege has been previously issued by the Exchange and sold or transferred to a third party, the delegation agreement contemplated in paragraph (b) above shall provide, among other things, that the delegate acknowledges that the CBOT Full Membership or the Series B-1 membership in the CBOT subsidiary, as applicable, being delegated (leased) does not have associated with it an Exercise Right Privilege and therefore such delegate may not become a regular member of CBOE pursuant to Article Fifth(b) without otherwise possessing the Exercise Right Privilege.

15. No Series B-1(Full) member or Series B-2 (Associate) member may delegate (within the meaning of this Rule 106.D.) to any other person the voting rights associated with his membership; provided, however, that nothing herein shall prohibit a member from naming as his proxy a person or persons designated as such by the Exchange in connection with any annual or special meeting of the membership. (11/29/07)

106.E.             Unconditional Bequests and Bona Fide Gifts of Membership

A member or Non-Member Investor may make a bona fide gift or bequest of membership. The bona fide gift may be made only to immediate family members as defined in Rule 106.C. Unless otherwise required by law, a letter affirming the gift or Letters of Office from the Probate Court and a letter from the decedent’s personal representative allowing the transfer will be required as a precondition of transfer. (11/29/07)

106.F.             Clearing Member

A membership may be owned by a clearing member, or a person or an entity having an acceptable proprietary interest in the clearing member. The membership may be transferred to a member provided that: (1) the transfer is approved by Exchange staff; and (2) the transferee is approved pursuant to the rules of the Exchange. (11/29/07)

106.G.            Transfer to Wholly-Owned Entities

A membership may be transferred to an entity which is wholly-owned by the member or his immediate family members as that term is used in Rule 106.C.  Transfers pursuant to this authorization shall be limited to transfers pursuant to Rules 106.C., D. or E.

A 106.G. transferee may assign the membership for clearing purposes in accordance with Rule 902. (11/29/07)

106.H.            Trading Member Firm

A firm may qualify as a Corporate Trading Firm or a Trading FCM (each a “trading member firm”) if the membership required by the Exchange is owned by the trading member firm; by a clearing member or a member firm which is wholly owned by such trading member firm, which wholly owns such trading member firm, or which is wholly owned by the same parent company(ies) as such trading member firm; or by a principal or employee of the trading member firm.  The membership may be held in the name of the trading member firm or transferred to a principal or employee of the trading member firm and transferred among its principals and employees provided that: (1) the transfer is approved by Exchange staff; (2) the transferee is approved pursuant to the rules of the Exchange; and (3) the transfer is for the legitimate business purposes of the firm. Unless the membership is owned by the principal or employee, the firm shall have the right, at any time, to have the principal or employee disqualified from trading, but must have him disqualified upon termination of his employment or other association with the firm. Notice to have the principal or employee disqualified from trading must be given to his qualifying clearing member who in turn must notify the Exchange pursuant to Rule 511.A. The trading member firm shall designate on a form provided by the Exchange a representative who shall be authorized to deal with the Exchange with respect to the membership transferred under this Section.

A Rule 106.H. membership may not be transferred pursuant to any other provision of Rule 106. The membership may not be assigned for clearing purposes under Rule 902.

Rule 106.H. trading member firm benefits apply only to the firm’s proprietary trading and not to the trading of any affiliates, subsidiaries or customers. All proprietary positions of the trading member firm must be carried by a clearing member(s) in accounts separate from positions of affiliates, subsidiaries, customers and other entities.

Any holder or transferee of a Rule 106.H. membership may not solicit or contact customers from the floor of the Exchange, unless the trading member firm is a Trading FCM.

A Rule 106.H. firm may not hold itself out to the public as a clearing member. (11/29/07)

106.I.              Affiliate Member Firm

An "affiliate" shall be defined to include a non-FCM, non-clearing entity that is not a pool or hedge fund, and which is wholly owned by one or more clearing members or member firms, which wholly owns a clearing member or member firm, or which is wholly owned by the same parent company(ies) as a clearing member or member firm.

A firm may qualify as an affiliate if the memberships and/or shares of Class A common stock of CME Group Inc. required by the Exchange are owned by the clearing member or member firm, by one or more affiliates, or by member-principals or member-employees of one or more affiliates, except in those circumstances where the qualifying membership may be leased by the affiliate. A qualifying membership may be held in the name of the clearing member or member firm or an affiliate or may be transferred to a principal or employee of the clearing member or member firm or an affiliate and be transferred among their principals and employees provided that: (1) the transfer is approved by Exchange staff; (2) the transferee is approved for membership pursuant to the rules of the Exchange; and (3) the transfer is for the legitimate business purposes of the firm. The clearing member, member firm or affiliate shall have the right, at any time, to have a principal or employee who holds the membership disqualified from trading, but must have him disqualified upon termination of his employment or other association with the clearing member, member firm or affiliate. Notice to have the principal or employee disqualified from trading must be given to his qualifying clearing member, and such clearing member must subsequently notify the Exchange pursuant to Rule 511.A. The clearing member, member firm or affiliate shall designate on a form provided by the Exchange a representative who shall be authorized to deal with the Exchange with respect to any membership held under this Section.

A Rule 106.I. membership may not be transferred pursuant to any other provision of Rule 106. The membership may not be assigned for clearing purposes under Rule 902.

Rule 106.I. firm benefits apply to the proprietary trading activity of any qualified affiliate. All proprietary positions of affiliates must be carried by a clearing member(s) in accounts separate from positions of subsidiaries, customers and other entities.  

A Rule 106.I. firm may not hold itself out to the public as a clearing member.

Exchange staff may grant exemptions from the requirements of this Rule. (11/29/07)

106.J.             Equity Member Firm

A firm may qualify as an Equity Closely Held Corporate Member Firm, an Equity Corporate Member Firm or an Equity FCM (each an “equity member firm”) if the membership and/or shares of Class A common stock of CME Group Inc. required by the Exchange are owned by the equity member firm; by a clearing member or a member firm which is wholly owned by such equity member firm, which wholly owns such equity member firm, or which is wholly owned by the same parent company(ies) as such equity member firm; or by one or more principals or employees of the equity member firm. The membership may be held in the name of the equity member firm or transferred to a principal or employee of the equity member firm and transferred among its principals and employees provided that: (1) the transfer is approved by Exchange staff; (2) the transferee is approved pursuant to the rules of the Exchange; and (3) the transfer is for the legitimate business purposes of the firm. Unless the membership is owned by the principal or employee, the firm shall have the right, at any time, to have the principal or employee disqualified from trading, but must have him disqualified upon termination of his employment or other association with the firm. Notice to have the principal or employee disqualified from trading must be given to his qualifying clearing member who in turn must notify the Exchange pursuant to Rule 511.A. The equity member firm shall designate on a form provided by the Exchange a representative who shall be authorized to deal with the Exchange with respect to the membership transferred under this Section.

A Rule 106.J. membership may not be transferred pursuant any other provision of Rule 106. The membership may not be assigned for clearing purposes under Rule 902.

Rule 106.J. equity member firm benefits apply only to the firm’s proprietary trading and not to the trading of any affiliates, subsidiaries or customers. All proprietary positions of the equity member firm must be carried by a clearing member(s) in accounts separate from positions of affiliates, subsidiaries, customers and other entities.

Any holder or transferee of a Rule 106.J. membership may not solicit or contact customers from the floor of the Exchange, unless the equity member firm is an Equity FCM.

A Rule 106.J. firm may not hold itself out to the public as a clearing member. (11/29/07)

106.K.            Transfer to a Trust 

A member may transfer his membership to a trust for which the member is the grantor. The document(s) establishing the trust shall at all times include the restrictions as to permissible beneficiaries and state that (1) the trust takes the membership subject to all of the rules of the Exchange, as may be amended, (2) the interests in the membership that inure to the beneficiaries of the trust shall be subject to all of the rules of the Exchange, as may be amended, (3) the Exchange's rights with respect to the membership are superior to those of the beneficiaries, and (4) the Exchange shall have no liability to the beneficiaries of the trust in the event of the mishandling of the trust assets by the trustee. Permissible beneficiaries are immediate family members as set forth in Rule 106.C. The grantor (or the grantor's personal representative) and the trustee (and any successor) shall each provide in the form provided by the Exchange an acknowledgment that the trust takes the membership subject to all of the rules of the Exchange and that the trust is in compliance with the requirements of this Rule. The grantor shall comply with any request to produce trust information made by Exchange staff.

The transfer of a Series B-3 (GIM) membership to a trust wherein the member/grantor is the trustee shall not count toward the two consecutive assignments specified in Rule 106.T.

If such a transfer is made by a bona fide gift or bequest, it shall also be subject to the requirements of Rule 106.E.

The grantor's liability to the Exchange under Rule 439 shall continue with respect to any claim arising out of an act or omission occurring prior to such transfer, and the membership will continue to be treated as the asset of the grantor for the purposes of Rule 439 and for otherwise meeting any obligations to the Exchange arising out of the grantor's use of the membership prior to the transfer to the trust, including fines imposed with respect to conduct occurring prior to the transfer.

A membership held pursuant to a transfer under this section may be assigned for clearing privileges or reinstated to the transferor pursuant to this section.

The transfer shall be revoked and the membership shall revert to the transferor upon official notice to the Exchange that the trust has been revoked. The membership must be transferred out of the trust within 90 days of the closing of the member’s estate. (11/29/07)

106.L.             [Reserved]

106.M.            Transfer to Joint Tenants With Right of Survivorship

A member may transfer his membership to himself and a member of his immediate family, as defined in Rule 106.C., as joint tenants with right of survivorship.

The joint tenants shall designate on a form provided by the Exchange which one of them shall be authorized to deal with the Exchange with respect to the membership transferred under this Section. The designee must qualify for membership by satisfying the requirements of Chapter 1 of these rules, and shall be treated as a member for all purposes. In the designation form, the joint tenants shall acknowledge that the designee shall have the exclusive right to transfer the membership or to execute an Authorization to Sell pursuant to Rule 106.A. and that the Exchange shall have no liability to the non-designee in the event of such transfer or execution or the mishandling of the membership by the designee. The joint tenants may at any time change such designation in writing signed by both of them, and each such change shall be deemed a transfer for the purposes of these rules. Upon such change in designation, the new designee must qualify for membership by satisfying the requirements of Chapter 1 of these rules.

Whether or not the transferor is the designee, the transferor's liability to the Exchange under Rule 439 shall continue with respect to any claim arising out of an act or omission occurring prior to a transfer under this rule, and the membership will continue to be treated as an asset of the transferor for the purposes of Rule 439 and for otherwise meeting any obligations to the Exchange arising out of the transferor's use of the membership prior to such transfer, including fines imposed with respect to conduct occurring prior to the transfer.

Upon receipt of satisfactory proof of the death of a joint tenant, the Exchange will transfer the membership to the survivor.

Upon receipt by the Exchange of written notice signed by both joint tenants terminating joint ownership of the membership transferred under this section and instructing the Exchange to transfer the membership to one of the joint tenants as sole owner, the Exchange shall transfer such membership pursuant to such instructions.

A membership held pursuant to a transfer under this section may not be assigned for clearing privileges under Rule 902. (11/29/07)

106.N.-O.       [Reserved]

106.P.            Transfer to a Family Limited Partnership

A member may transfer his membership to a Family Limited Partnership ("FLP") with respect to which all partners are members of the member’s family who would be eligible for a family transfer from the member pursuant to Rule 106.C. The limited partnership agreement or other document(s) governing the FLP shall at all times prohibit transfers of an interest in the FLP to any person who is not eligible pursuant to Rule 106.C. and shall state that (1) the FLP's interest in the membership shall at all times be subject to all of the rules of the Exchange, as may be amended, including, but not limited to, Rule 110 and, if the membership is assigned to a clearing member for clearing qualification, Rule 902; (2) management of the FLP shall be vested exclusively in a managing general partner, who must qualify for membership by satisfying the requirements of Chapter 1 of these rules; and (3) the Exchange shall have no liability to the partners for any loss, damage, or expense resulting from any acts or omissions by the managing general partner or any person acting by or through the authority of a general partner. The transferor and the managing general partner (and any successor) shall each provide in the form provided by the Exchange a certification that the FLP acquires the membership subject to all of the rules of the Exchange and that the FLP is in compliance with the requirements of this Rule. The FLP also may transfer the membership back to the transferor.

If the transfer of a membership to the FLP is made by a bona fide gift or bequest, it shall also be subject to the requirements of Rule 106.E.

Transfer of a membership pursuant to this rule shall not relieve the transferor of any liability to the Exchange under Rule 439 with respect to any claim arising out of an act or omission occurring prior to such transfer, and the membership will continue to be treated as the asset of the transferor for the purposes of Rule 439 and for otherwise meeting any obligations to the Exchange arising out of the transferor’s use of the membership prior to the transfer to the FLP, including fines imposed with respect to conduct occurring prior to the transfer.

A membership held pursuant to a transfer under this section may be assigned for clearing purposes under Rule 902. (11/29/07)

106.Q.            [Reserved]

106.R.            Electronic Corporate Member Firm

A firm may qualify as an Electronic Corporate Member Firm (“electronic corporate member firm”) if the membership required by the Exchange is leased by the electronic corporate member firm or by a principal or employee of the electronic corporate member firm. The membership may be held in the name of the firm or transferred to a principal or employee of the electronic corporate member firm and transferred among its principals and employees provided that: (1) the transfer is approved by Exchange staff; (2) the transferee is approved pursuant to the rules of the Exchange; and (3) the transfer is for the legitimate business purposes of the firm. The electronic corporate member firm shall have the right, at any time, to have the principal or employee disqualified from trading, but must have him disqualified upon termination of his employment or other association with the firm. Notice to have the principal or employee disqualified from trading must be given to his qualifying clearing member who in turn must notify the Exchange pursuant to Rule 511.A.  The electronic corporate member firm shall designate on a form provided by the Exchange a representative who shall be authorized to deal with the Exchange with respect to the membership transferred under this Section.

A Rule 106.R. membership may not be transferred pursuant to any other provision of Rule 106. The membership may not be assigned for clearing purposes under Rule 902.

Rule 106.R. benefits apply only to an electronic corporate member firm’s proprietary trading and not to the trading of any affiliates, subsidiaries or customers. All proprietary positions of the electronic corporate member firm must be carried by a clearing member(s) in accounts separate from positions of affiliates, subsidiaries, customers and other entities.

A Rule 106.R. membership does not confer upon a holder or transferee of such membership the ability to access the trading floor.  

A Rule 106.R. firm may not hold itself out to the public as a clearing member. (11/29/07)

106.S.            Family of Funds Member Firm

A fund management company or a pool or hedge fund may qualify as a Family of Funds - Equity Member Firm or a Family of Funds - Trading Member Firm (each a “family of funds member firm”) if the memberships and/or shares of Class A common stock of CME Group Inc. required by the Exchange are owned by the family of funds member firm; by one or more qualified pools or hedge funds; or by member-principals or member-employees of one or more qualified pools or hedge funds.  A qualifying membership may be held in the name of the family of funds member firm, a qualified pool or hedge fund, or a principal or employee of the family of funds member firm or a qualified pool or hedge fund, and may be transferred among their principals and employees provided that: (i) the transfer is approved by Exchange staff; (ii) the transferee is approved pursuant to the rules of the Exchange; and (iii) the transfer is for the legitimate business purposes of the family of funds member firm or qualified pool or hedge fund.  The family of funds member firm or qualified pool or hedge fund shall have the right, at any time, to have the principal or employee disqualified from trading, but must have him disqualified upon termination of his employment or other association with the family of funds member firm or qualified pool or hedge fund.  Notice to have the principal or employee disqualified from trading must be given to his qualifying clearing member who in turn must notify the Exchange pursuant to Rule 511.A.  The family of funds member firm or qualified pool or hedge fund shall designate on a form provided by the Exchange a representative who shall be authorized to deal with the Exchange with respect to any membership transferred under this Section.  

A Rule 106.S. membership may not be transferred pursuant to any other provision of Rule 106. The membership may not be assigned for clearing purposes under Rule 902.

All proprietary positions of each pool or hedge fund of a family of funds member firm must be carried by a clearing member(s) in accounts separate from positions of affiliates, subsidiaries, customers and other funds within the family of funds.

A Rule 106.S. firm may not hold itself out to the public as a clearing member.

Exchange staff may grant exemptions from the requirements of this Rule. (11/29/07)

106.T.             Transfer Restrictions on Series B-3 (GIM) Memberships

Each Series B-3 (GIM) membership shall be subject to the restrictions, conditions and limitations set forth below.

1.     Non-Transferred Series B-3 (GIM) Memberships. Except as otherwise provided below, a holder of a Series B-3 (GIM) membership as of April 22, 2005 (“Non-Transferred Series B-3 (GIM) memberships”) may continue as a Series B-3 (GIM) membership holder with all the privileges and obligations such membership entails.  However, in the event that any Non-Transferred Series B-3 (GIM) membership is sold or transferred on or after April 22, 2005, such Non-Transferred Series B-3 (GIM) membership shall be treated as a Transferred Series B-3 (GIM) membership (as defined in section 2. below).  This limitation shall not apply when (i) the transferor is the estate of a deceased Non-Transferred Series B-3 (GIM) membership holder and the transferee is the decedent’s spouse, or if there is no spouse, the decedent’s child, and (ii) the Non-Transferred Series B-3 (GIM) membership has not already been transferred pursuant to this sentence. Furthermore, a member firm may assign any Series B-3 (GIM) membership that it owns to two consecutive holders following the holder who was assigned such membership as of January 21, 1986, and still retain the status of such membership as a Non-Transferred Series B-3 (GIM) membership.

2.    Transferred Series B-3 (GIM) Memberships.  Non-Transferred Series B-3 (GIM) memberships that have been sold or transferred on or after April 22, 2005, in a manner other than as permitted in section 1. above (collectively, “Transferred Series B-3 (GIM) memberships”) shall not be permitted to exercise the trading rights and privileges associated with the Series B-3 (GIM) memberships.

None of the foregoing shall preclude the holders of Transferred Series B-3 (GIM) memberships or Non-Transferred Series B-3 (GIM) memberships from exercising their right to convert two Series B-3 (GIM) memberships into one Series B-2 (Associate) membership in accordance with the terms of Article IV. D.3 of the Exchange’s Certificate of Incorporation. (11/29/07)

106.U.            Transfer to an Acquiring Member Firm or an Affiliated Member Firm

1.     In the event that a member firm that owns a membership is acquired by another member firm through the purchase of 100% of the acquired firm’s assets, the acquiring member firm may transfer the membership to one of its own principals or employees, pursuant to the procedures and conditions established by the Exchange.

2.     A member firm that owns a membership may transfer the membership to a principal or employee of another member firm which is its wholly-owned subsidiary, a parent entity which owns 100% of the member firm, or a sister entity that is 100% owned by its parent entity, pursuant to the procedures and conditions established by the Exchange.

3.     Each transfer described in sections 1 and 2, above, with respect to a Series B-3 (GIM) membership, shall count toward the two consecutive assignments specified in Rule 106.T. (11/29/07)