Mr. David Stawick 

Office of the Secretariat 

Received CFrC 

RecQrqs Section ~;or 

Commodity Futures Trading Commission 

Three Lafayette Centre • 

1155 21st Street, NW 

Washington, DC 20581 COMMENT 

Re: Section 4(c) Requests- 73 Fed. Reg. 1205 (February 6. 2008) 

Dear Mr. Stawick: 

January 25, 2008 

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We are writing to express Agora-X's support to ICE Clear U.S. Inc.'s ("ICE Clear')_, 

request that the Commodity Futures Trading Commission ("Commission") issue an 

Order pursuant to Section 4(c) of the Act, confirming that over-the-counter ("OTC') 

swaps on certain agricultural products that are exchanged for "cleared-only" futures 

contracts (as described in ICE's petition for an Order, dated September 11, 2007, the 

"ICE Clear Petition") will be exempt from the provisions of the Commodities Exchange 

Act, as amended (the "Acf'), on the same basis as non-cleared swaps are exempt under 

Regulation 35.2. 

Agora-X also supports ICE Futures U.S., Inc.'s ("ICE Futures U.S.") request that the 

Commission issue an Order Pursuant to Section 4( c) of the Act to permit ICE Futures 

U.S. floor traders and floor brokers that are registered with the Commission (collectively 

"Floor Traders") to enter into "substitutions" (as described in ICE Futures U.S.' petition 

for an Order, dated September 14, 2007, the "ICE Futures U.S. Petition") with respect to 

certain agricultural commodities. 

Agora-X believes that, so long as the underlying OTC swaps on coffee, sugar and cocoa 

proposed for substitution in the ICE Clear Petition otherwise satisfY the requirements of 

Part 35.2 of the Commission's regulations, the "cleared-only" futures contract that ICE 

Clear offers in exchange should receive the same treatment from the Commission as the 

non-cleared "swap contracts" as defined in Part 35. While the "cleared-only" futures 

contract offered by ICE Clear may not satisfy the technical requirements of Parts 35.2(b) 

and (c). Agora-X believes that the public protection concerns which underlie Parts 

35.2(b) and (c) will be satisfied by any "cleared-only" futures contract that is offered by a 

credit-worthy, derivatives clearing organization that remains subject to the Commission's 

jurisdiction and oversight - as it would be the case since both the designated clearing 

organization (i.e., ICE Clear) as well as designated contract market (i.e., ICE Futures) are 

regulated entities under the Act. 

AGORA-X, 

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Arguably, a "cleared-only" futures contract will offer even greater protection than the 

swaps they are replacing since "cleared-only" contracts will incorporate the essential 

terms of the corresponding futures contract (except for physical delivery). We 

understand that open interest and settlement prices will be reported separately, clearing 

members will be required to report holding positions in "cleared-only" contracts on the 

same basis as other futures contracts, and that margining and defaults will be handled in 

the same manner as other futures contracts. 

By allowing parties to substitute their privately negotiated OTC swaps for "cleared-only" 

futures contracts, the Commission will be providing market participants with a 

mechanism whereby these participants can greatly reduce the costs associated with 

mitigating counterparty risk while at the same time promoting liquidity and transparency 

in the marketplace. 

In addition, we concur with other comments and believe that current regulatory 

distinctions that treat swaps on agricultural commodities differently from swaps on all 

non-agricultural commodities are unnecessary and have the effect of limiting innovation, 

price discovery and flexibility in the U.S. agricultural markets and may have the effect of 

driving these markets offshore. Furthermore, given that there is no definition of 

multilateral transaction execution facility for the purposes of Part 3 5 of Commission's 

regulations, there is much regulatory uncertainty inherent in reliance on the only 

exemption available to swaps on agricultural commodities. Therefore, we request that 

the Commission support in its future regulatory initiatives and interpretations harmonious 

treatment of agricultural and non-agricultural swaps whenever possible. 

For the reasons stated above, Agora-X believes the Commission should grant the Order 

requested in the ICE Clear Petition and that such Order is consistent with Congress' 

intent that Commission use its exemption power under 4(c) ofthe Act to provide 

"certainty and stability to existing and emerging markets so that financial innovation and 

market development can proceed in an effective and competitive manner". 1 Accordingly, 

Agora-X believes the Commission should also grant the Order requested in the ICE 

Futures U.S. Petition so that ICE Clear can carry out the substitution transactions 

described in the ICE Clear Petition. 

Your Sincerely:. ;;J//rJ -~L--···· Brent M. Weisenborn 1 ? ~ President & CEO 

Agora-X, LLC 

8500 River Park Drive 

Pillar #231-A 

MO 65152 

AGORA-X, 
brentw@agora-X.com 

Tel: (816) 412-3000 

Fax: (816) 412-3004 

Cc: Paul J. Pantano, Jr., 

Peter Y. Malyshev, 

Dennis Withee 

McDennott Will & Emery 

600 13th Street 

Washington DC 20005 

(202) 756-8000 

Richard A Maim 

Dickinson, Mackaman, Tyler & Hagen, P.C. 

699 Walnut Street 

Suite 1600 

Des Moines, Iowa 50309 

(515) 246-4516 

1 HOUSE CONF. REPORT NO. 102-978, 1992 U.S.C.C.A.N. 3!79, 3213 ("4(c) Conf. Report"). 

~·AGORA-X