Proposed Rule

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Proposed Amendments to Articles VII of NFA's Articles of Incorporation
(Additions are underscored and deletions are stricken)

ARTICLES OF INCORPORATION
OF
NATIONAL FUTURES ASSOCIATION
* * *

ARTICLE VII: BOARD OF DIRECTORS

* * *

Section 2: Composition of Board.

The Board of Directors shall be comprised as follows:

* * *

(c) Industry Participant and Public Representatives.

    (i) Six (6) individuals elected representatives (hereinafter "Industry Participants") as follows:

      (A) Three (3) elected representatives of registered commodity pool operators (hereinafter "CPOs") and registered commodity trading advisors (hereinafter "CTAs") that are NFA Members, including at least one representative of a Member that acts primarily as a CPO which and ranks within the top one-third of CPOs with funds under management allocated to futures (as defined in Article XVIII(k) ; and

      (B) Three (3) elected representatives of registered commodity trading advisors ("CTAs") that are NFA Members, including at least one representative of a Member that acts primarily as a CTA which and ranks within the top one-third of CTAs with funds under management allocated to futures (as defined in Article XVIII(k)).

    If neither none of the individuals serving continuing terms in a particular category is a representative of a firm within the top one-third of that category CPOs, the individual with the highest number of votes who is a representative of a firm within the top one-third shall be elected. If none of the individuals serving continuing terms is a representative of a firm within the top one-third of CTAs, the individual with the highest number of votes who is a representative of a firm within the top one-third shall be elected. Ties shall be resolved by the Board by random draw.

* * *

Section 3: Nominations; Election.

The elected Directors shall be chosen as follows:

* * *

(b) Petition Procedure.

Nominations may be made for elected Director positions by:

    (i) Petition signed by 50 or more NFA Members in the category for which the nomination is made (i.e., FCM and LTM, IB, and CPO, and CTA); or

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