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e9-28164

  • FR Doc E9-28164[Federal Register: November 24, 2009 (Volume 74, Number 225)]

    [Notices]

    [Page 61380-61383]

    From the Federal Register Online via GPO Access [wais.access.gpo.gov]

    [DOCID:fr24no09-82]

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    COMMODITY FUTURES TRADING COMMISSION

    SECURITIES AND EXCHANGE COMMISSION

    [Release No. 34-61027]

    Joint Order Modifying the Listing Standards Requirements Under

    Section 6(h) of the Securities Exchange Act of 1934 and the Criteria

    Under Section 2(a)(1) of the Commodity Exchange Act

    The Securities Exchange Act of 1934 (``Exchange Act'') and the

    Commodity Exchange Act (``CEA'') set forth the types of securities on

    which security futures \1\ can be based. The Exchange Act provides that

    it is unlawful for any person to effect transactions in security

    futures that are not listed on a national securities exchange or a

    national securities association registered pursuant to Section 15A of

    the Exchange Act.\2\ The Exchange Act further provides that such

    exchange or association is permitted to trade only security futures

    that conform with listing standards filed with the Securities and

    Exchange Commission (``SEC'') and that meet the criteria specified in

    Section 2(a)(1)(D)(i) of the CEA.\3\ Section 2(a)(1)(D)(i) of the CEA

    permits the Commodity Futures Trading Commission (``CFTC'') to

    designate a board of trade as a contract market with respect to, or to

    register as a derivatives transaction execution facility to list or

    execute, transactions in security futures if the board of trade and the

    applicable contract meet the criteria specified in that section.

    Similarly, the Exchange Act requires that the listing standards filed

    with the SEC by an exchange or

    [[Page 61381]]

    association meet specified requirements.\4\

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    \1\ Security futures are futures contracts on single securities

    and narrow-based security indexes. See Section 3(a)(55)(A) of the

    Exchange Act, 15 U.S.C. 3(a)(55)(A), and Section 1a(31) of the CEA,

    7 U.S.C. 1a(31).

    \2\ Section 6(h)(1) of the Exchange Act, 15 U.S.C. 78f(h)(1).

    \3\ Section 6(h)(2) of the Exchange Act, 15 U.S.C. 78f(h)(2).

    See also 7 U.S.C. 2(a)(1)(D)(i).

    \4\ Section 6(h)(3) of the Exchange Act, 15 U.S.C. 78f(h)(3).

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    Among other things, the Exchange Act and the CEA require that any

    security underlying a security future, including each component

    security of a narrow-based security index, except as otherwise provided

    in a rule, regulation, or order, be registered pursuant to Section 12

    of the Exchange Act.\5\ In 2006, the SEC and CFTC (together, the

    ``Commissions'') adopted SEC Rule 6h-2 \6\ and an amendment to CEA Rule

    41.21,\7\ respectively, to permit security futures to be based on

    individual debt securities or narrow-based indexes composed of such

    securities.\8\ However, because most debt securities are not registered

    under Section 12 of the Exchange Act,\9\ few security futures based on

    debt securities can be listed.

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    \5\ Section 6(h)(3)(A) of the Exchange Act, 15 U.S.C.

    78f(h)(3)(A), and Section 2(a)(1)(D)(i)(I) of the CEA, 7 U.S.C.

    2(a)(1)(D)(i)(I).

    \6\ 17 CFR 240.6h-2.

    \7\ 17 CFR 41.21.

    \8\ See Securities Exchange Act Release No. 54106 (July 6, 2006)

    71 FR 39534 (July 13, 2006) (``2006 Rulemaking'').

    \9\ In this regard, the Commissions note that, in a 2005 request

    for exemptive relief to permit its members, brokers, and dealers to

    trade certain unregistered debt securities, the New York Stock

    Exchange (``NYSE'') estimated that, out of over 22,000 publicly

    offered corporate bond issues having a par value in excess of $3

    trillion, only 8% of the $3 trillion par value of these debt

    securities was registered under the Exchange Act. See Securities

    Exchange Act Release No. 51998 (July 8, 2005), 70 FR 40748 (July 14,

    2005). The SEC granted the NYSE's request for exemptive relief,

    subject to certain conditions. See Securities Exchange Act Release

    No. 54766 (November 16, 2006), 71 FR 67657 (November 22, 2006) (File

    No. S7-06-05) (``NYSE Exemption'').

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    In addition, the Exchange Act \10\ and the CEA \11\ require that

    security futures be based upon common stock and such other equity

    securities as the Commissions may jointly determine to be appropriate.

    Pursuant to this authority, the Commissions previously issued joint

    orders to permit depository shares \12\ and shares of Exchange-Traded

    Funds, Trust Issued Receipts, and shares of registered closed-end

    management investment companies \13\ to underlie security futures

    (together, the ``Prior Joint Orders''). There are, however, other types

    of securities that underlie listed options that are neither common

    stock nor covered by the Prior Joint Orders.

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    \10\ 15 U.S.C. 78f(h)(3)(D).

    \11\ 7 U.S.C. 2(a)(1)(D)(i)(III).

    \12\ See Securities Exchange Act Release No. 44725 (August 20,

    2001).

    \13\ See Securities Exchange Act Release No. 46090 (June 19,

    2002), 67 FR 42760 (June 25, 2002).

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    Section 6(h)(4)(A) of the Exchange Act \14\ and Section

    2(a)(1)(D)(v)(I) of the CEA \15\ provide that the Commissions, by rule,

    regulation, or order, may jointly modify the listing standard

    requirements specified in Sections 6(h)(3)(A) and (D) of the Exchange

    Act \16\ and the criteria specified in Sections 2(a)(1)(D)(i)(I) and

    (III) of the CEA \17\ to the extent that such modification fosters the

    development of fair and orderly markets in security futures products,

    is necessary or appropriate in the public interest, and is consistent

    with the protection of investors. For the reasons and subject to the

    conditions discussed below, the Commissions believe that jointly

    modifying these requirements to permit any security that is eligible to

    underlie options traded on a national securities exchange to also

    underlie security futures, and to permit debt securities that are not

    registered under Section 12 of the Exchange Act (``unregistered debt

    securities'') to underlie security futures, will foster the development

    of fair and orderly markets, is necessary or appropriate in the public

    interest, and is consistent with the protection of investors.

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    \14\ 15 U.S.C. 78f(h)(4)(A).

    \15\ 7 U.S.C. 2(a)(1)(D)(v)(I).

    \16\ 15 U.S.C. 78f(h)(3)(A) and (D).

    \17\ 7 U.S.C. 2(a)(1)(D)(i)(I) and (III).

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    I. Discussion

    A. Security Futures Based on Securities Eligible To Underlie Options

    Traded on a National Securities Exchange

    Section 6(h)(3)(D) of the Exchange Act \18\ and Section

    2(a)(1)(D)(i)(III) of the CEA \19\ require that security futures be

    based upon common stock and such other equity securities as the

    Commissions jointly determine appropriate. Section 6(h)(4)(A) of the

    Exchange Act \20\ and Section 2(a)(1)(D)(v)(I) of the CEA \21\ provide

    that the Commissions, by rule, regulation, or order, may jointly modify

    this requirement to the extent that such modification fosters the

    development of fair and orderly markets in security futures products,

    is necessary or appropriate in the public interest, and is consistent

    with the protection of investors.

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    \18\ 15 U.S.C. 78f(h)(3)(D).

    \19\ 7 U.S.C. 2(a)(1)(D)(i)(III).

    \20\ 15 U.S.C. 78f(h)(4)(A).

    \21\ 7 U.S.C. 2(a)(1)(D)(v)(I).

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    The Commissions now believe that modifying the requirement in

    Section 6(h)(3)(D) of the Exchange Act and Section 2(a)(1)(D)(i)(III)

    of the CEA to permit any security that is eligible to underlie options

    traded on a national securities exchange to also underlie security

    futures will foster the development of fair and orderly markets in

    security futures products, is appropriate in the public interest, and

    is consistent with the protection of investors.

    To be eligible to underlie options traded on a national securities

    exchange, and, pursuant to this order, eligible to underlie security

    futures, a security must meet securities options listing standards of a

    national securities exchange. Options listing standards of a national

    securities exchange are rules of an exchange, and, as such, must be

    filed with the SEC pursuant to Section 19(b) of the Exchange Act,\22\

    and comply with Section 6(b) of the Exchange Act.\23\ Section 6(b)(5)

    of the Exchange Act,\24\ in particular, requires, among other things,

    that the rules of a national securities exchange be designed to prevent

    fraudulent and manipulative acts and practices, to promote just and

    equitable principles of trade, to remove impediments to and perfect the

    mechanism of a free and open market and a national market system and,

    in general, to protect investors and the public interest. The SEC may

    not approve an options exchange's proposed rule, including a proposed

    options listing standard, unless the SEC finds that it is consistent

    with the requirements of the Exchange Act, including Section 6(b),\25\

    and the rules and regulations under the Exchange Act. Accordingly, the

    Commissions believe that it is appropriate in the public interest and

    consistent with the protection of investors to modify the listing

    standard requirements in Section 6(h)(3)(D) of the Exchange Act and

    Section 2(a)(1)(D)(i)(III) of the CEA to permit any security that is

    eligible to underlie options traded on a national securities exchange

    to also underlie security futures. In addition, the Commissions believe

    that this modification of the listing standard requirements in the

    Exchange Act and the CEA will reduce impediments to the listing of

    security futures by allowing the creation of potentially useful new

    financial instruments, thereby fostering the development of fair and

    orderly markets in security futures. The Commissions believe, further,

    that it is appropriate, in the public interest, and consistent with the

    protection of investors to permit the listing and trading of security

    futures based on any security that is eligible to underlie an exchange-

    listed option because such security futures may facilitate price

    discovery in, and be a useful hedge for, the underlying securities,

    including

    [[Page 61382]]

    certain unregistered debt securities.\26\ Finally, the Commissions note

    that all security futures will continue to be required to meet the

    requirements of Sections 6(h)(3)(B), (C), and (E)-(L) of the Exchange

    Act \27\ and Sections 2(a)(1)(D)(i)(II) and (IV)-(XI) of the CEA.\28\

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    \22\ 15 U.S.C. 78s(b).

    \23\ 15 U.S.C. 78f(b).

    \24\ 15 U.S.C. 78f(b)(5).

    \25\ 15 U.S.C. 78s(b).

    \26\ The listing standards applicable to options generally

    require, among other things, that the underlying security be

    registered under Section 12 of the Exchange Act, be an NMS Stock, as

    defined in Regulation NMS under the Exchange Act, 17 CFR

    242.600(b)(47), and have a substantial number of outstanding shares

    that are widely held and actively traded. See, e.g., CBOE Rule 5.3

    (Criteria for Underlying Securities). To date, the only securities

    not registered under Section 12 of the Exchange Act (other than U.S.

    government securities) that the SEC has approved to underlie

    exchange-listed options are certain corporate debt securities. See

    Securities Exchange Act Release No. 55976 (June 28, 2007), 72 FR

    37551 (July 10, 2007) (order approving a proposal by the CBOE to

    list options on certain unregistered corporate debt securities).

    Among other things, these corporate debt securities must have

    substantial trading volume, initial principal amount, and

    outstanding float; the issuer of the corporate debt security must

    have at least one class of equity security registered under Section

    12(b) of the Exchange Act; and the issuer's equity securities must

    satisfy the exchange's criteria to underlie options. See CBOE Rule

    5.3.12.

    \27\ 15 U.S.C. 78f(h)(3)(B), (C) and (E)-(L).

    \28\ 7 U.S.C. 2(a)(1)(D)(i)(II) and (IV)-(XI).

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    Unless the Commissions jointly determine otherwise, some securities

    eligible to underlie options traded on a national securities exchange

    currently may not be eligible to underlie security futures because such

    securities may not be common stock or covered by the Prior Joint

    Orders. By permitting any security eligible to underlie options to also

    underlie security futures, the Commissions are modifying the listing

    standard requirements in the Exchange Act and the criteria in the CEA

    to eliminate the requirement that any security underlying security

    futures, including each component security of a narrow-based security

    index, be common stock or such other equity securities as the

    Commissions may jointly determine. Instead, as long as a security may

    underlie options traded on a national securities exchange and the

    listing standards and the criteria for futures on such security meet

    the requirements of Sections 6(h)(3)(B), (C), and (E)-(L) of the

    Exchange Act and Sections 2(a)(1)(D)(i)(II) and (IV)-(XI) of the CEA,

    such security may underlie security futures.\29\

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    \29\ The Commissions note that Section 6(h)(3)(C) of the

    Exchange Act, 15 U.S.C. 78f(h)(3)(C), which will continue to apply,

    requires that listing standards for security futures be no less

    restrictive than comparable listing standards for options traded on

    a national securities exchange or national securities association.

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    Further, Section 6(h)(2) of the Exchange Act \30\ provides that a

    national securities exchange or a national securities association is

    permitted to trade only security futures that (A) conform with listing

    standards that the exchange or association files with the SEC under

    Section 19(b) of the Exchange Act, and (B) meet the criteria specified

    in Section 2(a)(1)(D)(i) of the CEA.\31\ Such security futures listing

    standards must also meet the requirements specified in Section 6(h)(3)

    of the Exchange Act,\32\ including the requirement that the listing

    standards for security futures be no less restrictive than comparable

    listing standards for options traded on a national securities exchange

    or a national securities association.\33\ Before listing and trading

    security futures on any security eligible to underlie options traded on

    a national securities exchange, a national securities exchange or a

    national securities association must file with the SEC, pursuant to

    Section 19(b)(7) of the Exchange Act \34\ and Rule 19b-7

    thereunder,\35\ a proposed rule change relating to its listing

    standards. An exchange or an association also must concurrently file

    its proposed listing standards with the CFTC pursuant to Section

    19(b)(7)(B) of the Exchange Act.\36\

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    \30\ 15 U.S.C. 78f(h)(2).

    \31\ 7 U.S.C. 2(a)(1)(D)(i).

    \32\ 15 U.S.C. 78f(h)(3).

    \33\ See Section 6(h)(3)(C) of the Exchange Act, 15 U.S.C.

    78f(h)(3)(C).

    \34\ 15 U.S.C. 78s(b)(7).

    \35\ 17 CFR 240.19b-7.

    \36\ 15 U.S.C. 78s(b)(7)(B).

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    B. Security Futures Based on Unregistered Debt Securities

    Section 6(h)(3)(A) of the Exchange Act \37\ and Section

    2(a)(1)(D)(i)(I) of the CEA \38\ require that any security underlying

    security futures, including each component security of a narrow-based

    security index, be registered pursuant to Section 12 of the Exchange

    Act. Thus, although options are permitted to be listed on unregistered

    debt securities under exchange listing standards,\39\ such securities

    would not be permitted to underlie security futures without modifying

    this requirement. As stated above, Section 6(h)(4)(A) of the Exchange

    Act and Section 2(a)(1)(D)(v)(I) of the CEA provide that the

    Commissions by rule, regulation, or order, may jointly modify this

    requirement to the extent that the modification fosters the development

    of fair and orderly markets in security futures products, is necessary

    or appropriate in the public interest, and is consistent with the

    protection of investors.

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    \37\ 15 U.S.C. 78f(h)(3)(A).

    \38\ 7 U.S.C. 2(a)(1)(D)(i)(I).

    \39\ See supra note 26.

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    Pursuant to this authority, the Commissions previously adopted SEC

    Rule 6h-2 \40\ and amended CEA Rule 41.21 \41\ to modify the statutory

    listing standards for security futures to permit the trading of

    security futures based on debt securities and indexes composed of

    certain debt securities.\42\ These rules permit the listing and trading

    of new and potentially useful financial products. The Commissions

    similarly believe that modifying the statutory listing standards for

    security futures to permit, under certain conditions, the trading of

    security futures based on certain unregistered debt securities, and

    narrow-based indexes composed of such securities, will reduce

    impediments to the listing of security futures based on debt securities

    and serve the public interest by allowing the creation of potentially

    useful new financial instruments, thereby fostering the development of

    fair and orderly markets in security futures. The Commissions also

    believe it is appropriate, in the public interest, and consistent with

    the protection of investors to permit, subject to the conditions

    discussed below, the listing of such security futures because they may

    facilitate price discovery in, and be a useful hedge for, debt

    securities.

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    \40\ 17 CFR 240.6h-2.

    \41\ 17 CFR 41.21.

    \42\ See 2006 Rulemaking, supra note 8.

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    An issuer of debt securities that are registered under Section 12

    of the Exchange Act must provide comprehensive public information. This

    joint order may permit the listing and trading of security futures on

    debt securities that are not registered under Section 12 of the

    Exchange Act. However, because the Commissions believe that the public

    interest and the protection of investors is served by having

    information about the underlying debt securities and their issuers

    available, the Commissions are placing certain conditions on this

    order. In particular, as discussed below, this order is conditioned on

    an issuer of unregistered debt securities that underlie security

    futures being subject to the periodic reporting requirements of the

    Exchange Act. This condition is designed to ensure that information

    about the issuers and their securities is available to investors and

    futures traders.

    More specifically, the listing and trading of security futures on

    unregistered debt would be permissible so long as the following four

    conditions

    [[Page 61383]]

    are satisfied.\43\ First, the offer and sale of the underlying debt

    securities must have been registered under the Securities Act of 1933

    (``Securities Act'').\44\ This condition is designed so that

    participants in the security futures market have access to the detailed

    disclosure in the Securities Act registration statement for the debt

    securities underlying these security futures.

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    \43\ These four conditions are consistent with the conditions in

    the NYSE Exemption, supra note 9.

    \44\ 15 U.S.C. 77a et seq.

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    Second, the issuer of such securities must have at least one class

    of equity securities registered under Section 12(b) of the Exchange

    Act.\45\ The debt securities of a wholly-owned subsidiary of a parent

    company with at least one class of equity securities registered under

    Section 12(b) of the Exchange Act may also underlie a security

    future.\46\ This condition is designed so that there is public

    availability of information about the issuer and the securities, even

    though the particular debt securities underlying the security future

    are not registered under Section 12 of the Exchange Act. Because any

    security registered under Section 12(b) is listed on a national

    securities exchange, this condition assures that a national securities

    exchange is responsible for monitoring the listed securities of the

    issuer of the debt securities underlying a security future and

    enforcing compliance by that issuer with comprehensive listing

    standards of the applicable national securities exchange.

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    \45\ 15 U.S.C. 78l(b).

    \46\ The terms ``parent'' and ``wholly-owned'' have the same

    meanings as in Rule 1-02 of SEC Regulation S-X, 17 CFR 210.1-02.

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    Third, the transfer agent for the debt securities underlying the

    security future must be registered under Section 17A of the Exchange

    Act.\47\ This condition is designed so that the transfer agents

    providing services to issuers of debt securities underlying security

    futures are subject to SEC oversight and the requirements of the

    Exchange Act, including Section 17A, and the rules thereunder. Fourth,

    the indenture for the unregistered debt securities underlying the

    security future must be qualified under the Trust Indenture Act of 1939

    (``Trust Indenture Act'').\48\ This condition is designed so that the

    specific protections afforded to debt holders under the Trust Indenture

    Act apply to debt securities that underlie security futures. The trust

    indenture for underlying debt securities registered under the

    Securities Act is qualified under the Trust Indenture Act at the time

    of registration of those underlying debt securities.

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    \47\ 15 U.S.C. 78q-1.

    \48\ 15 U.S.C. 77aaa-77bbbb.

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    As a result, by modifying the listing standard requirements such

    that the debt securities need not be registered under Section 12 of the

    Exchange Act, provided that the conditions set forth above are

    satisfied, the Commissions are increasing the types of debt securities

    on which security futures may be based while preserving the requirement

    that information important in making investment and trading decisions

    is available.

    II. Conclusion

    For the reasons discussed above, the Commissions by order are

    jointly modifying the requirement in Section 6(h)(3)(D) of the Exchange

    Act \49\ and the criteria specified in Section 2(a)(1)(D)(i)(III) of

    the CEA \50\ to permit any security to underlie a security future,

    provided such security is eligible to underlie options traded on a

    national securities exchange.

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    \49\ 15 U.S.C. 78f(h)(3)(D).

    \50\ 7 U.S.C. 2(a)(1)(D)(i)(III).

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    In addition, for the reasons discussed above, the Commissions by

    order are jointly modifying the requirement specified in Section

    6(h)(3)(A) of the Exchange Act \51\ and the criterion specified in

    Section 2(a)(1)(D)(i)(I) of the CEA \52\ to permit an unregistered debt

    security, or a narrow-based index composed of unregistered debt

    securities, to underlie a security future if the following conditions

    are met:

    ---------------------------------------------------------------------------

    \51\ 15 U.S.C. 78f(h)(3)(A).

    \52\ 7 U.S.C. 2(a)(1)(D)(i)(I).

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    (1) Each such security is a note, bond, debenture, or evidence of

    indebtedness that is not an equity security as defined in Section

    3(a)(11) of the Exchange Act; \53\

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    \53\ 15 U.S.C. 78c(a)(11).

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    (2) The issuer of each such security has registered the offer and

    sale of the security under the Securities Act;

    (3) The issuer of each such security, or the issuer's parent if the

    issuer is a wholly-owned subsidiary (as such terms are defined in Rule

    1-02 of SEC Regulation S-X),\54\ has at least one class of common or

    preferred equity security registered under Section 12(b) of the

    Exchange Act \55\ and listed on a national securities exchange;

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    \54\ 17 CFR 210.1-02.

    \55\ 15 U.S.C. 78l(b).

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    (4) The transfer agent of each such security is registered under

    Section 17A of the Exchange Act; \56\ and

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    \56\ 15 U.S.C. 78q-1.

    ---------------------------------------------------------------------------

    (5) The trust indenture for each such security has been qualified

    under the Trust Indenture Act of 1939.\57\

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    \57\ 15 U.S.C. 77aaa-77bbbb.

    ---------------------------------------------------------------------------

    Accordingly,

    It is ordered, pursuant to Section 6(h)(4) of the Exchange Act and

    Section 2(a)(1)(D)(v)(I) of the CEA, that the requirements in Sections

    6(h)(3)(A) and 6(h)(3)(D) of the Exchange Act and the criteria in

    Sections 2(a)(1)(D)(i)(I) and 2(a)(1)(D)(i)(III) of the CEA are

    modified, subject to the conditions set forth above, provided however,

    this order does not affect the CFTC's exclusive jurisdiction under

    Section 2(a)(1)(C) of the CEA over any futures contract based on an

    index that is not a ``narrow-based security index,'' as defined in

    section 3(a)(55) of the Exchange Act and Section 1a(25) of the CEA.

    Accordingly, nothing in this order shall affect or limit the exclusive

    authority and jurisdiction of the CFTC with respect to any futures

    contract, now or in the future, including the CFTC's authority to

    approve any futures contract that is based upon an index that is not a

    ``narrow-based security index.''

    Dated: November 19, 2009.

    By the Commodity Futures Trading Commission.\58\

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    \58\ Because the Commissions are jointly modifying the listing

    requirements to permit security futures on any security that is

    eligible to underlie options contracts traded on a national

    securities exchange, this order supersedes and replaces the Prior

    Joint Orders. See supra notes 12 and 13.

    David A. Stawick,

    Secretary.

    By the Securities and Exchange Commission.

    Elizabeth M. Murphy,

    Secretary.

    [FR Doc. E9-28164 Filed 11-23-09; 8:45 am]

    BILLING CODE 6351-01-P

    Last Updated: November 24, 2009



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