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e8-5203

  • [Federal Register: March 14, 2008 (Volume 73, Number 51)]

    [Notices]

    [Page 13867-13870]

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

    [DOCID:fr14mr08-39]

    ========================================================

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    COMMODITY FUTURES TRADING COMMISSION

    RIN 3038-AC52

    Proposed Exemptive Order for ST Gold Futures Contracts

    AGENCY: Commodity Futures Trading Commission.

    ACTION: Notice of proposed order and request for comment.

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

    SUMMARY: The Commodity Futures Trading Commission (Commission) is

    proposing to exempt certain transactions in physically delivered

    futures contracts based on streetTRACKS[reg] Gold Trust Shares (ST gold

    futures contracts) \1\ from those provisions of the Commodity Exchange

    Act (CEA or Act),\2\ and the Commission's regulations thereunder, that

    are inconsistent with the trading and clearing of ST gold futures

    contracts as security futures. The proposed exemption would be

    conditioned on the compliance of transactions in ST gold futures

    contracts with the requirements established for security futures. The

    authority for the issuance of this exemption is found in Section 4(c)

    of the Act.\3\

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    \1\ streetTRACKS[reg] is a registered service mark of State

    Street Corporation, an affiliate of State Street Global Markets,

    LLC, the marketing agent for the streetTRACKS[reg] Gold Trust.

    \2\ 7 U.S.C. 1 et seq.

    \3\ 7 U.S.C. 6(c).

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    DATES: Comments must be received on or before March 31, 2008.

    ADDRESSES: Comments should be sent to the Commodity Futures Trading

    Commission, Three Lafayette Centre, 1155 21st Street, NW., Washington,

    DC 20581, attention: Office of the Secretariat. Comments may be sent by

    facsimile to 202.418.5521, or by e-mail to secretary@cftc.gov.

    Reference should be made to the ``Proposed Exemptive Order for ST Gold

    Futures Contracts.'' Comments may also be submitted through the Federal

    eRulemaking Portal at http://frwebgate.access.gpo.gov/cgi-bin/leaving.cgi?from=leavingFR.html&log=linklog&to=http://www.regulations.gov. All comments received

    will be posted without change to http://frwebgate.access.gpo.gov/cgi-bin/leaving.cgi?from=leavingFR.html&log=linklog&to=http://www.CFTC.gov.

    FOR FURTHER INFORMATION CONTACT: Bruce Fekrat, Special Counsel, Office

    of the Director (telephone 202.418.5578, e-mail bfekrat@cftc.gov),

    Division of Market Oversight, Commodity Futures Trading Commission,

    Three Lafayette Centre, 1155 21st Street, NW., Washington, DC 20581.

    SUPPLEMENTARY INFORMATION:

    I. Introduction

    In correspondence dated October 26, 2007, OneChicago, LLC

    (OneChicago or the Exchange),\4\ a contract market designated with the

    Commission pursuant to Sections 5 and 6(a) of the Act, proposed and

    requested Commission approval to list for trading ST gold futures

    contracts as security futures.\5\ OneChicago is notice-registered with

    the Securities and Exchange Commission (SEC) as a national securities

    exchange under Section 6(g) of the Securities Exchange Act of 1934 ('34

    Act) for the purpose of listing and trading security futures products.

    The approval request was filed pursuant to Section 5c(c)(2) of the Act

    and Commission Regulations 40.5 and 41.23.\6\ OneChicago submitted its

    request for approval under the 45-day fast-track review period

    established by Commission Regulation 40.5. The fast-track review period

    for the Exchange's submission was scheduled to expire on December 10,

    2007. The review period was extended by the Director of the

    [[Page 13868]]

    Division of Market Oversight, pursuant to Regulations 40.5(c) and

    40.7(a)(1), by another 45 days beyond December 10, 2007 to January 24,

    2008 on the grounds that the ST gold futures contracts raised novel and

    complex issues that required additional time for review.\7\ By letter

    dated January 23, 2008, the Exchange, upon the request of the

    Commission's staff, voluntarily extended the review period to March 17,

    2008.\8\ On February 26, 2008, the Exchange gave a further voluntary

    extension of the review period until April 30, 2008.

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    \4\ OneChicago is jointly owned by the CME Group, Inc., IB

    Exchange Corp., and the Chicago Board Options Exchange.

    \5\ In accordance with Section 2(a)(9)(B)(i) of the Act,

    Commission staff forwarded the new contract filing to the Securities

    and Exchange Commission, the U.S. Department of Treasury and the

    Board of Governors of the Federal Reserve System on October 29,

    2007. No comments were received in response to this correspondence.

    On January 4, 2008, the Exchange filed a rule amendment concerning

    minimum price fluctuations to supplement its initial submission.

    \6\ 7 U.S.C. 7a-2(c)(2), 17 CFR 40.5, 41.23.

    \7\ Commission Regulations 40.5(c) and 40.7(a)(1) allow the

    Commission, and certain staff acting pursuant to delegated

    authority, to extend the 45-day fast-track review period by an

    additional 45 days if the product raises novel or complex issues

    requiring additional time for review. 17 CFR 40.5(c), 40.7(a)(1).

    \8\ Section 5c(c) of the Act requires the Commission to approve

    any designated contract market instrument submitted for approval

    within 90 days after the submission of the request unless (1) it

    finds that the trading or clearing of the instrument would violate

    the Act (or the Commission's regulations), or (2) the person

    submitting the request for approval agrees to extend the period of

    review beyond the 90-day time limitation.

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    II. Description of the Underlying Commodity

    ST gold futures contracts would overlie 100 Shares of the

    streetTRACKS[reg] Gold Trust (Trust).\9\ The Trust was formed under New

    York law pursuant to a trust indenture on November 12, 2004. World Gold

    Trust Services, LLC, a wholly owned limited liability company of the

    World Gold Council,\10\ is the sponsor of the Trust. In addition, The

    Bank of New York is the trustee of the Trust, HSBC Bank USA, N.A. is

    the custodian of the Trust, and State Street Global Markets, LLC is the

    marketing agent for the Trust.\11\ The Trust presently does not engage

    in the business of investing or trading securities or commodity futures

    or options contracts. As a result, the Trust is not registered as an

    investment company under the Investment Company Act of 1940 and it is

    not managed by a commodity pool operator registered under the CEA.

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    \9\ By its terms, an ST gold futures contract would expire on

    the third Friday of each contract month. The contract would not be

    subject to speculative position limits prior to the last five days

    of trading. During the last five trading days, however, speculative

    positions would be limited to 13,500 contracts, net long or short.

    Positions in ST gold futures contracts would become reportable to

    OneChicago when equal to or above 200 contracts. Positions in ST

    gold futures contracts would become reportable to the Commission

    when equal to or above 1,000 contracts.

    \10\ The World Gold Council (founded in 1987) is a not-for-

    profit association registered under the laws of Switzerland. The

    Council is funded by gold mining companies and is tasked, in part,

    with increasing the demand for gold through marketing initiatives

    and lowering regulatory barriers to the widespread ownership of gold

    products. About the World Gold Council, available at http://frwebgate.access.gpo.gov/cgi-bin/leaving.cgi?from=leavingFR.html&log=linklog&to=http://www.gold.org/discover/about_us/index.html.

    \11\ Prospectus for the Trust's offering of Shares (July 24,

    2007), available at http://frwebgate.access.gpo.gov/cgi-bin/leaving.cgi?from=leavingFR.html&log=linklog&to=http://www.streettracksgoldshares.com/pdf/streetTRACKS.pdf (provides a detailed description of the Trust and

    its operations).

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    The Trust, from time to time, creates, issues, and redeems Shares

    which represent fractional undivided beneficial interests in the assets

    of the Trust. The sole assets of the Trust consist of gold bullion and

    limited amounts of cash. Accordingly, the value of each Share will

    fluctuate with the value of the Trust's holdings,\12\ which in turn is

    dependent on the spot price of gold.\13\ That value may be found by

    dividing the aggregate value of the gold and cash held by the Trust

    less applicable fees and expenses by the quantity of Shares outstanding

    at any specific moment in time.\14\ The Trust is not actively managed

    and does not engage in any investment activities that are designed to

    avoid losses or profit from changes in the price of gold. Rather, the

    investment purpose of the Trust is to issue Shares that will track the

    spot price of gold and thereby give shareholders the opportunity to

    gain exposure to the commodity's price volatility.

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    \12\ The Net Asset Value (NAV) of the Trust is the aggregate

    value of the Trust's assets less its liabilities which include (1)

    fees paid to the Sponsor, (2) fees paid to the Trustee, (3) fees

    paid to the Custodian, (4) fees paid to the Marketing Agent, and (5)

    certain administrative expenses assessed as fees.

    \13\ In determining the NAV of the Trust, the Trustee values the

    gold held by the Trust on the basis of the price of an ounce of gold

    as set by the afternoon session of the London Bullion Market

    Association's twice-daily fix of the price of gold. The gold fix is

    performed by five members of the association. HSBC Bank USA, NA, the

    Custodian of the Trust, is one of five gold fixing members.

    \14\ By way of a simplified example, assume that the Trust holds

    10,000 ounces of gold, the spot price of gold is $900 per ounce, and

    that there are 50,000 Shares outstanding. Assume further that the

    Trust has accrued fees and expenses of $50,000. Under this example,

    the value of the Trust's holdings of gold would be $8,950,000, and

    the value of each Share would be 1/50,000 of $8,950,000, or $179.

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    The Trust, on an ongoing basis, will only issue Shares to, and only

    redeem Shares from, Authorized Participants in baskets of 100,000

    Shares (ST Share Baskets). An Authorized Participant must (1) be a

    participant in the Depository Trust Company that is a registered

    broker-dealer or other securities market participant (such as a bank or

    other financial institution) that is not required to register as a

    broker-dealer to engage in securities transactions, (2) have entered

    into an agreement with the Trust and the Sponsor of the Trust, and (3)

    have established an unallocated gold account (paper transfer account)

    with the Custodian. Upon the payment of a transaction fee, Authorized

    Participants may purchase ST Share Baskets by depositing gold (and cash

    if necessary) in an amount equal to the NAV of an ST Share Basket per

    purchased basket. Likewise, Authorized Participants may redeem ST Share

    Baskets in exchange for an amount of gold (and cash if necessary) that

    corresponds to the NAV of an ST Share Basket per redeemed basket. All

    transfers of gold are accomplished through paper transfers, as opposed

    to physical transfers of gold, and are cleared through the clearing

    members of the London Bullion Market Association. Such members utilize

    mutually maintained unallocated gold accounts for the settlement of

    proprietary over-the-counter trades as well as for the settlement of

    client transfers.

    Upon purchasing ST Share Baskets, Authorized Participants may

    divide the baskets into individual Shares for resale. Trust Shares are

    registered as securities under the Securities Act of 1933 ('33 Act) and

    listed on the NYSE Arca Exchange under the ticker symbol GLD.\15\ The

    continuous Share creation, sale, resale, and redemption process,

    coupled with a highly liquid market, creates an arbitrage mechanism

    that functions to keep the Shares trading at or near the NAV of the

    Trust's gold holdings.\16\ Authorized Participants act as arbitrageurs

    by taking advantage of significant premiums or discounts in the trading

    price of outstanding Shares relative to the spot price of gold. If

    individual exchange-traded Shares trade at a price that is below the

    spot market price of gold, Authorized Participants will purchase and

    aggregate Shares into ST Share Baskets and redeem the Baskets with the

    Trust for an amount of gold with an aggregate value that is greater

    than the aggregate trading value of the individual Shares that comprise

    the redeemed ST Share Baskets. Similarly, if ST Shares are trading at a

    price that is above the spot market price of gold, Authorized

    Participants will deposit gold with the Trust in exchange for ST Share

    Baskets that can then be divided into individual Shares for resale to

    retail investors at a premium.

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    \15\ NYSE Arca is the electronic equities trading facility of

    NYSE Arca Equities, Inc., a wholly-owned subsidiary of NYSE

    Euronext.

    \16\ See Elisabeth Hehn, Exchange Traded Funds: Structure,

    Regulation and Application of a New Fund Class (January 16, 2006).

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    III. Section 4(c) of the Commodity Exchange Act

    Section 4(c)(1) of the CEA empowers the Commission to ``promote

    [[Page 13869]]

    responsible economic or financial innovation and fair competition'' by

    exempting any transaction or class of transactions \17\ from any of the

    provisions of the Act upon determining that the exemption would be

    consistent with the public interest.\18\ Section 4(c)(2) of the Act

    provides that the Commission may grant exemptions only when it

    determines that the requirements for which an exemption is being

    provided should not be applied to the agreements, contracts or

    transactions at issue; that the exemption is consistent with the public

    interest and the purposes of the Act; that the agreements, contracts or

    transactions will be entered into solely between appropriate persons;

    and that the exemption will not have a material adverse effect on the

    ability of the Commission or any designated contract market or

    derivatives transaction execution facility to discharge its regulatory

    or self-regulatory responsibilities under the CEA.\19\ With respect to

    the term ``appropriate persons,'' Section 4(c)(3) of the Act enumerates

    several categories of appropriate persons and provides in subparagraph

    (K) that the term shall include ``[s]uch other persons that the

    Commission determines to be appropriate in light of * * * the

    applicability of appropriate regulatory protections.''

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    \17\ Covered transactions are subject to certain exceptions not

    relevant to the publication of this proposal.

    \18\ Section 4(c)(1) of the CEA, 7 U.S.C. Sec. 6(c)(1), provides

    in full that:

    In order to promote responsible economic or financial innovation

    and fair competition, the Commission by rule, regulation, or order,

    after notice and opportunity for hearing, may (on its own initiative

    or on application of any person, including any board of trade

    designated or registered as a contract market or derivatives

    transaction execution facility for transactions for future delivery

    in any commodity under section 7 of this title) exempt any

    agreement, contract, or transaction (or class thereof) that is

    otherwise subject to subsection (a) of this section (including any

    person or class of persons offering, entering into, rendering advice

    or rendering other services with respect to, the agreement,

    contract, or transaction), either unconditionally or on stated terms

    or conditions or for stated periods and either retroactively or

    prospectively, or both, from any of the requirements of subsection

    (a) of this section, or from any other provision of this chapter

    (except subparagraphs (c)(ii) and (D) of section 2(a)(1) of this

    title, except that the Commission and the Securities and Exchange

    Commission may by rule, regulation, or order jointly exclude any

    agreement, contract, or transaction from section 2(a)(1)(D) of this

    title), if the Commission determines that the exemption would be

    consistent with the public interest.

    \19\ Section 4(c)(2) of the CEA, 7 U.S.C. Sec. 6(c)(2),

    provides in full that:

    The Commission shall not grant any exemption under paragraph (1)

    from any of the requirements of subsection (a) of this section

    unless the Commission determines that--

    (A) The requirement should not be applied to the agreement,

    contract, or transaction for which the exemption is sought and that

    the exemption would be consistent with the public interest and the

    purposes of this Act; and

    (B) The agreement, contract, or transaction--

    (i) Will be entered into solely between appropriate persons; and

    (ii) Will not have a material adverse effect on the ability of

    the Commission or any contract market or derivatives transaction

    execution facility to discharge its regulatory or self-regulatory

    duties under this Act.

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    In order for the Commission to approve the Exchange's request to

    list for trading ST gold futures contracts as security futures, it

    would have to find that the interest that would underlie an ST gold

    futures contract is a security. However, if the contracts are

    considered to be futures contracts based on a commodity that is not a

    security, then they would be subject to the exclusive jurisdiction of

    the CFTC under CEA Section Sec. 2(a)(1)(A), and listing the contract

    for trading as a security future as the Exchange proposes would violate

    the CEA.\20\

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    \20\ 7 U.S.C. Sec. 2(a)(1)(A). Security futures are subject to

    joint regulation by the CFTC and the SEC under Section 2(a)(1)(D) of

    the CEA, 7 U.S.C. Sec. 2(a)(1)(D).

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

    ST gold futures contracts would be based on an innovative and

    highly successful product that efficiently and transparently creates

    exposure to the spot price of gold by combining attributes of exchange

    traded financial products, cash commodity ownership interests, and

    speculative participation in the price volatility of a commodity. The

    jurisdictional classification of the underlying instrument, whether as

    a security or a commodity that is not a security, is not

    straightforward.

    In enacting Section 4(c) of the Act, Congress noted that the goal

    of the provision ``is to give the Commission a means of providing

    certainty and stability to existing and emerging markets so that

    financial innovation and market development can proceed in an effective

    and competitive manner.'' \21\ Accordingly, the Commission proposes to

    use its authority under Section 4(c) of the Act to exempt transactions

    in ST gold futures contracts that would be listed for trading on

    OneChicago from those provisions of the Act and the Commission's

    regulations thereunder that, if the underlying were considered to be a

    commodity that is not a security, would be inconsistent with the

    trading and clearing of ST gold futures contracts as security

    futures.\22\ The proposed exemption would require that transactions in

    ST gold futures contracts comply with the requirements established for

    transactions in security futures by the Act and the Commission's

    regulations thereunder.\23\

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    \21\ H.R. Conf. Rep. No. 102-978, 1992 U.S.C.C.A.N. 3179, at

    3213 (H.R. Conf. Rep.).

    \22\ The Commission recently issued a similar order with respect

    to exchange traded credit default products. See Order Exempting the

    Trading and Clearing of Certain Credit Default Products Pursuant to

    the Exemptive Authority in Section 4(c) of the Commodity Exchange

    Act, 72 FR 32079 (June 11, 2007).

    \23\ Transactions in ST gold futures contracts would be subject

    to the provisions of the securities laws, including any applicable

    provision of the '33 and '34 Acts.

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    In proposing to exercise its exemptive authority under Section 4(c)

    of the Act, the Commission is not required to, and does not, find

    either that an ST gold futures contract is based on a security, or that

    it is not based on a security and is thereby subject to exclusive

    regulation under the CEA. In this regard, the House-Senate Conference

    Committee in the legislative process leading to the enactment of CEA

    Section 4(c) noted that:

    [T]his provision provides flexibility for the Commission to

    provide legal certainty to novel instruments where the determination

    as to jurisdiction is not straightforward. Rather than making a

    finding as to whether a product is or is not a futures contract, the

    Commission in appropriate cases may proceed directly to issuing an

    exemption.\24\

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    \24\ H.R. Conf. Rep. at 3214-3215.

    Futures contracts based on the underlying Shares of the Trust are

    ``novel instruments'' and, as noted above, the ``determination as to

    [their] jurisdiction is not straightforward.'' Given the potential

    usefulness of ST gold futures contracts to the significant market for

    the Shares that would underlie such contracts, as well as all gold-

    linked markets, the Commission believes that this may be an appropriate

    case for issuing an exemption without making a finding as to the

    precise nature of the underlying Shares of the Trust.

    Exempting transactions in ST gold futures contracts from the

    provisions of the Act, and the Commission's regulations thereunder,

    that are inconsistent with the trading and clearing of security

    futures, and thereby permitting the trading of ST gold futures

    contracts as security futures on OneChicago, may foster both financial

    innovation by expeditiously bringing an innovative derivatives product

    to market, and competition by not potentially excluding other similarly

    innovative products from trading on regulated futures markets. In

    addition, ST gold futures contracts, if traded as security futures

    pursuant to an exemption, would be subject to regulation by both the

    SEC and the Commission. The implementation of an exemption, under these

    circumstances, would not erode customer protections

    [[Page 13870]]

    or impair the ability of the Commission or OneChicago to discharge any

    regulatory or self-regulatory duty under the Act.

    IV. Request for Comment

    The purposes of the CEA include ``promot[ing] responsible

    innovation and fair competition among boards of trade, other markets

    and market participants.'' \25\ Based on the foregoing, it may be

    consistent with these and the other purposes of the CEA, and with the

    public interest, for ST gold futures contracts to trade on OneChicago

    as security futures. The Commission urges interested persons to provide

    comments that will assist the Commission in conducting its analysis of

    the issues relevant to this proposal. This release is not intended in

    any way to alter the current status of any transaction that is subject

    to one or more provisions of the '33 or '34 Acts or the CEA, including

    any regulations adopted thereunder.

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    \25\ CEA section 3(b), 7 U.S.C. 5(b). See also CEA section

    4(c)(1), 7 U.S.C. 6(c)(1) (purpose of exemption is ``to promote

    responsible economic or financial innovation and fair

    competition.'')

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

    V. Related Matters

    A. Paperwork Reduction Act

    The Paperwork Reduction Act of 1995 (PRA) \26\ imposes certain

    requirements on federal agencies (including the Commission) in

    connection with their conducting or sponsoring any collection of

    information as defined by the PRA. The proposed exemptive order would

    not, if issued, require a new collection of information from any entity

    that would be subject to the proposed order.

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

    \26\ 44 U.S.C. 3507(d).

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

    B. Cost-Benefit Analysis

    Section 15(a) of the CEA, as amended by Section 119 of the

    Commodity Futures Modernization Act of 2000,\27\ requires the

    Commission to consider the costs and benefits of its action before

    issuing an order under the CEA. Section 15(a) of the Act further

    specifies that costs and benefits shall be evaluated in light of the

    following five broad areas of market and public concern: Protection of

    market participants and the public; efficiency, competitiveness, and

    financial integrity of futures markets; price discovery; sound risk

    management practices; and other public interest considerations. By its

    terms, Section 15(a) does not require the Commission to quantify the

    costs and benefits of an order or to determine whether the benefits of

    the order outweigh its costs. Rather, Section 15(a) simply requires the

    Commission to ``consider the costs and benefits'' of its action.

    Accordingly, the Commission could in its discretion give greater weight

    to any one of the five enumerated areas and could in its discretion

    determine that, notwithstanding its costs, a particular order was

    necessary or appropriate to protect the public interest or to

    effectuate any of the provisions or to accomplish any of the purposes

    of the CEA. The Commission specifically invites public comment on its

    analysis of the costs and benefits associated with the proposed

    issuance of an exemptive order under Section 4(c) of the Act.

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

    \27\ 7 U.S.C. 19(a).

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

    The primary cost that could be associated with the proposed

    exemptive order is the burden that may arise from subjecting

    transactions in ST gold futures contracts, and thereby the market

    participants transacting in such contracts, to the dual regulation of

    security futures by the Commission and the SEC. Potential costs arising

    from dual regulation, however, are outweighed by the legal certainty

    and additional benefits that could arise from the issuance of the

    proposed exemptive order. For example, permitting the trading of ST

    gold futures contracts on OneChicago, through the issuance of the

    proposed exemptive order, could facilitate price discovery for gold and

    gold-linked interests given that a liquid market in ST gold futures

    contracts would serve as an additional source for discerning the

    appropriate market value of gold. As discussed previously, the issuance

    of the proposed exemptive order may also foster competition by bringing

    a new derivatives product to market expeditiously without negatively

    impacting potential innovations in other markets for other commodities.

    In addition, the issuance of the proposed exemptive order would not

    result in any costs in terms of reduced protections for Commission-

    regulated markets or market participants. Transactions in ST gold

    futures contracts, pursuant to the proposed exemption, would be

    executed on OneChicago as security futures and would be subject to

    extensive and detailed regulation by the SEC and the Commission.

    Consequently, only intermediaries registered or notice-registered with

    the Commission and the SEC would be able to solicit, accept orders for,

    or deal in any transactions in connection with ST gold futures

    contracts. The implementation of an exemption, under these

    circumstances, would not negatively impact any applicable regulatory

    measure designed to protect market participants or the public interest.

    With respect to financial integrity, The Options Clearing Corporation,

    as both a derivatives clearing organization registered as such with the

    Commission and a clearing agency registered as such with the SEC, would

    carry out the clearing and settlement of OneChicago's ST gold futures

    contracts, including directing appropriate arrangements for the payment

    and physical delivery of the Shares that would underlie the ST gold

    futures contracts.

    After considering the factors presented in this release, the

    Commission has determined to seek comment on the proposed order as

    discussed above.

    Issued in Washington, DC, on March 10, 2008 by the Commission.

    David A. Stawick,

    Secretary of the Commission.

    [FR Doc. E8-5203 Filed 3-13-08; 8:45 am]

    BILLING CODE 6351-01-P

    Last Updated: March 14, 2008



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