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Articles of Incorporation

ARTICLE XVIII: DEFINITIONS.

[Effective dates of amendments: April 14, 1983; February 7, 1986; January 1, 1990; May 1, 1998; January 22, 2001; October 15, 2001; November 16, 2009; April 1, 2013; May 19, 2014; October 8, 2015 and February 15, 2024.]

As used in this Certificate of Incorporation-

    (a) "Act"-means the Commodity Exchange Act, as amended from time to time.

    (b) "Affiliate"-means, unless otherwise provided, any person that directly or indirectly owns more than 50% of or is owned more than 50% by or has more than 50% ownership in common with another person.

    (c) "Associate"-means a person who is associated with a Member within the meaning of the term “associated person” as used in the Act or Commission Rules and who is required to be registered as an “associated person” with the Commission; and any other person designated by the Board to be an Associate.

    (d) "Board" or "Board of Directors"-means the Board of Directors of NFA.

    (e) "Clearing Organization"-means an entity (whether a unit or division of the Contract Market, or a separate organization) that clears commodity futures transactions or swaps transactions executed on a Contract Market.

    (f) "Commission"-means the Commodity Futures Trading Commission.

    (g) "Commodity Pool Operator" or "CPO"-means a commodity pool operator as that term is used in the Act, and that is required to be registered as such under the Act and Commission Rules, except any CPO that the Board has designated to be an Associate.

    (h) "Commodity Trading Advisor" or "CTA"-means a commodity trading advisor as that term is used in the Act, and that is required to be registered as such under the Act and Commission Rules, except any CTA that the Board has designated to be an Associate.

    (i) "Contract Market"-means an exchange registered by the Commission as a designated contract market.

    (j) "Fees"-means charges for processing applications, administering qualifications examinations, conducting arbitrations, and other clerical and administrative fees. The term “Fees” does not include dues, assessments or similar charges.

    (k) "Futures"-includes options contracts traded on a Contract Market, and such other commodity-related instruments as the Board may from time to time declare by Bylaw to be properly a subject of NFA regulation and oversight.

    (l) "Futures Commission Merchant" or "FCM"-means a futures commission merchant as that term is used in the Act, and that is required to be registered as such under the Act and Commission Rules.

    (m) "Introducing Broker" or "IB"-means an introducing broker as that term is used in the Act, and that is required to be registered as such under the Act and Commission Rules.

    (n) "Large Financial Institution"-means a Swap Dealer included in a well defined, publicly available and independent list of financial institutions that the Board of Directors identifies by resolution from time to time.

    (o) "Leverage Transaction Merchant" or "LTM"-means a leverage transaction merchant as that term is used in the Act, and that is required to be registered as such under the Act and Commission Rules.

    (p) "Major Swap Participant" or "MSP"-means a major swap participant as that term is used in the Act, and that is required to be registered as such under the Act and Commission Rules.

    (q) "Member"-means a member of NFA.

    (r) "Person"-includes individuals, corporations, partnerships, trusts, associations and other entities.

    (s) "Public Representative"-refers to those members of the Board of Directors who are public directors as that term is defined in Section (b)(2) of Core Principle 16 in Appendix B to Part 38 of the Commission's Rules and is read in the context as applied to NFA.

    Effective February 15, 2024 the above paragraph above read as follows:

    (s) "Public Representative"-refers to those members of the Board of Directors who are public directors and who meet the requirements of Bylaw 517.

    (t) "Requirements"-includes any duty, restriction, procedure, or standard imposed by a charter, bylaw, rule, regulation, resolution or similar provision.

    (u) "Retail Foreign Exchange Dealer" or "RFED"-means a retail foreign exchange dealer as that term is used in the Act, and that is required to be registered as such under the Act and Commission Rules.

    (v) "Swap Dealer" or "SD"-means a swap dealer as that term is used in the Act, and that is required to be registered as such under the Act and Commission Rules.

    (w) "Swaps"-means swaps as used and defined in the Act and in the Commission Rules, and such other swap-related agreement, contract or transaction as the Board may from time to time declare by Bylaw to be properly a subject of NFA regulation and oversight.