

[Federal Register: January 8, 2007 (Volume 72, Number 4)]
[Notices]               
[Page 806-811]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr08ja07-95]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-55029; File No. SR-Amex-2006-76]

 
Self-Regulatory Organizations; American Stock Exchange LLC; Order 
Granting Accelerated Approval to Proposed Rule Change as Modified by 
Amendments No. 1, 2, 3, and 4 Thereto and Notice of Filing of 
Amendments No. 3 and 4 Relating to the Listing and Trading of the DB 
Multi-Sector Commodity Trust

December 29, 2006.

I. Introduction

    On August 16, 2006, the American Stock Exchange LLC (``Amex'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to list and trade the DB Multi-Sector Commodity 
Trust under Commentary .07 to Amex Rule 1202. On October 12, 2006, Amex 
filed Amendment No. 1 to the proposal. On November 3, 2006, Amex filed 
Amendment No. 2 to the proposal. The proposed rule change, as amended, 
was published for comment in the Federal Register on November 24, 2006 
for a 15-day comment period.\3\ The Commission received no comments 
regarding the proposal. On December 19, 2006, Amex filed Amendment No. 
3 to the proposed rule change.\4\ On December 29, 2006, Amex filed 
Amendment No. 4 to the proposed rule change.\5\ This order approves the 
proposed rule change as modified by Amendments No. 1, 2, 3, and 4 on an 
accelerated basis and solicits comments from interested persons on 
Amendments No. 3 and 4.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 54770 (November 16, 
2006), 71 FR 67935 (``Notice'').
    \4\ In Amendment No. 3, Amex clarified that (1) relevant 
Indicative Fund Values calculated by the Index Sponsor between 9:30 
a.m. (when trading begins on the Amex) to 10:00 a.m. (when the oil 
futures open at the NYMEX) will be based on prices obtained from 
Reuters; (2) the Exchange will obtain a representation for each 
series of Portfolio Depositary Receipts that the net asset value per 
share will be calculated daily and will be made available to all 
market participants at the same time; and (3) the Exchange will 
require for each Fund that 200,000 Shares be outstanding prior to 
the commencement of trading on the Exchange.
    \5\ In Amendment No. 4, Amex clarified that the Exchange will 
delist or remove the listing of the Shares pursuant to Amex rules if 
a substitute index or other replacement benchmark is used in 
connection with the Shares, unless the Exchange files with the 
Commission a related proposed rule change pursuant to Rule 19b-4 
under the Act seeking approval to continue trading the Shares of 
such Fund and such rule change is approved by the Commission. Amex 
also corrected a typographical error to clarify that the Shares will 
begin to trade on the Amex from 9:30 a.m.
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II. Description of the Proposal

    Amex Rules 1200, 1201 and 1202 provide for the listing and trading 
of Trust Issued Receipts (``TIRs''). Amex Rule 1202 sets out listing 
and trading criteria for TIRs. Pursuant to Commentary .07 to Amex Rule 
1202, the Exchange may list and trade TIRs where the trust holds 
securities (``Investment Shares'') issued by an entity that invests in 
any combination of securities, futures contracts, options on futures 
contracts, forward contracts, commodities, swaps or high credit quality 
short-term fixed income securities or other securities. Commentary .07 
requires the Exchange to submit a proposal pursuant to Section 19(b) of 
the Act subject to Commission review and approval for each new series 
of such TIRs holding Investment Shares.
    Accordingly, the Exchange proposes to list and trade shares 
(``Shares'') of: (1) The PowerShares DB Energy Fund (the ``Energy 
Fund''); (2) the PowerShares DB Oil Fund (the ``Oil Fund''); (3) the 
PowerShares DB Precious Metals Fund (the ``Precious Metals Fund''); (4) 
the PowerShares DB Gold Fund (the ``Gold Fund''); (5) the PowerShares 
DB Silver Fund (the ``Silver Fund''); (6) the PowerShares DB Base 
Metals Fund (the ``Base Metals Fund''); and (7) the PowerShares DB 
Agriculture Fund (the ``Agriculture Fund'') (collectively the 
``Funds'').
    In its proposal, the Exchange provided detailed description 
regarding the structure of the Funds and the listing and trading of the 
Shares. In particular, the Exchange addressed (i) the designation and 
calculation of each Fund's underlying index, (ii) the calculation and 
dissemination of net asset value (``NAV''), (iii) the application of 
initial and continued listing criteria specified in Commentary .07 to 
Amex Rule 1202, (iv) the creation and redemption process, (v) 
dissemination of pricing and other information pertaining to the 
Shares, including intraday indicative value, Share price, and 
underlying index value, (vi) arbitrage of the Shares, (vii) listing 
fees, (viii) applicable Exchange trading rules, (ix) events triggering 
trading halts and/or delisting, (x) applicable suitability 
requirements, (xi) the distribution of an information circular 
regarding the Shares to Exchange members, and (xii) surveillance 
procedures.

Product Description

    Each Fund's Shares represent beneficial ownership interests in a 
corresponding Master Fund's net assets.\6\ These assets consist solely 
of the common units of beneficial interests of the DB Energy Master 
Fund, the DB Oil Master Fund, the DB Precious Metals Master Fund, the 
DB Gold Master Fund, the DB Silver Master Fund, the DB Base Metals 
Master Fund, and the DB Agriculture Master Fund (collectively, the 
``Master Funds'').
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    \6\ Each of the Funds will be formed as a separate series of the 
DB Multi-Sector Commodity Trust (the ``Trust''), a Delaware 
statutory trust. Likewise, each of the Master Funds represents a 
series of the DB Multi-Sector Commodity Master Trust (the ``Master 
Trust''), also a Delaware statutory trust.
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    Each of the Funds and each of the Master Funds are commodity pools 
operated by DB Commodity Services LLC (the ``Managing Owner'').\7\ The 
Master Funds will hold primarily \8\ futures contracts \9\ on the 
commodities

[[Page 807]]

comprising the: (1) Deutsche Bank Liquid Commodity Index--Optimum Yield 
Energy Excess Return \TM\ (``Energy Index''); (2) Deutsche Bank Liquid 
Commodity Index--Optimum Yield Crude Oil Excess Return \TM\ (``Oil 
Index''); (3) Deutsche Bank Liquid Commodity Index--Optimum Yield 
Precious Metals Excess Return \TM\ (``Precious Metals Index''); (4) 
Deutsche Bank Liquid Commodity Index--Optimum Yield Gold Excess Return 
\TM\ (``Gold Index''); (5) Deutsche Bank Liquid Commodity Index--
Optimum Yield Silver Excess Return \TM\ (``Silver Index''); (6) 
Deutsche Bank Liquid Commodity Index--Optimum Yield Industrial Metals 
Excess Return \TM\ (``Base Metals Index''); and (7) Deutsche Bank 
Liquid Commodity Index--Optimum Yield Agriculture Excess Return \TM\ 
(``Agriculture Index'') (collectively, the ``Indexes''), as the case 
may be. Certain of the Indexes are based on a single commodity 
component. The Exchange noted that the commodities industry uses such 
indexes to track changes in the value of the underlying commodity over 
time.
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    \7\ The Managing Owner, a subsidiary of DB London, is a 
commodity pool operator and commodity trading advisor.
    \8\ Other holdings of the Master Fund will include cash and U.S. 
Treasury securities for deposit with futures commission merchants as 
margin and other high credit quality short-term fixed income 
securities.
    \9\ The futures contracts in which the respective Master Fund 
may invest are as follows: Energy Index--sweet light crude (NYMEX), 
heating oil (NYMEX), brent crude oil (ICE Futures), RBOB gasoline 
(NYMEX), natural gas (NYMEX); Oil Index--sweet light crude (NYMEX); 
Precious Metals Index--gold (COMEX), silver (COMEX); Gold Index--
gold (COMEX); Silver Index--silver (COMEX); Base Metals Index--
aluminum (LME), zinc (LME), copper-grade A (LME); Agriculture 
Index--corn (CBOT), wheat (CBOT), soybeans (CBOT), sugar (NYBOT).
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    The Managing Owner of the Master Funds will manage the futures 
contracts in order to track the performance of the respective Index. 
The Master Funds will include U.S. Treasury securities for margin 
purposes and other high credit quality short-term fixed income 
securities. The Master Funds are not ``actively managed.''

Underlying Indexes

    Deutsche Bank AG London (``Index Sponsor'') sponsors each of the 
Indexes. Additional description of each Index was included in the 
Exchange's proposal. Notably, the Exchange stated that the Index 
Sponsor has in place procedures to prevent the improper sharing of 
information between different affiliates and departments. Specifically, 
an information barrier exists between the personnel within DB London 
that calculate and reconstitute the Indexes and other personnel of the 
Index Sponsor, including but not limited to the Managing Owner, sales 
and trading, external or internal fund managers, and bank personnel who 
are involved in hedging the bank's exposure to instruments linked to 
the Indexes, in order to prevent the improper sharing of information 
relating to the composition of the Indexes.
    The Index Sponsor calculates intraday and closing levels of each 
Index on the basis of reported trading prices of the futures 
contract(s) constituting that index. The futures contract of each 
applicable Index commodity that is closest to expiration is used in the 
calculation of the respective Indexes. While the Index is calculated 
and disseminated by the Index Sponsor, a number of independent sources 
may verify both the intraday and closing Index values. The Index 
Sponsor uses independent feeds from Reuters to verify all pricing 
information used to calculate the Index.

Creation and Redemption of Shares

    Like other exchange traded fund products, each of the Funds will 
issue and redeem its Shares on a continuous basis at a price equal to 
the NAV per share next determined after an order is received in proper 
form. Also, each of the Funds will issue and redeem its Shares only in 
aggregations of 200,000 shares (``Basket Aggregations'') and only 
through qualified market participants that have entered into agreements 
with the Managing Owner (each, an ``Authorized Participant''). 
Additional information about the creation and redemption process is 
included in Amex's proposal.\10\ In summary, to create Shares, an 
Authorized Participant must properly place a creation order and deliver 
the specified ``cash deposit amount'' \11\ and applicable transaction 
fee to the Fund Administrator, designated to be The Bank of New York. 
The Fund Administrator will issue to the Authorized Participant the 
appropriate number of Basket Aggregations. To redeem Shares, an 
Authorized Participant must properly place a redemption order and 
deliver Shares that in the aggregate constitute one or more Basket 
Aggregations, plus any applicable transaction fee. The Fund 
Administrator will deliver the appropriate ``cash redemption amount'' 
\12\ for each Basket Aggregation that an Authorized Participant 
redeems.
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    \10\ See Notice, supra note 3, 71 FR at 67941.
    \11\ The ``cash deposit amount'' equals the NAV per Share of the 
applicable Fund times 200,000 (i.e., NAV per Basket Aggregation).
    \12\ The ``cash redemption amount'' equals the NAV per Basket 
Aggregation.
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Net Asset Value

    As detailed in the Exchange's proposal,\13\ the NAV for each Fund 
equals the total assets of the corresponding Master Fund less total 
liabilities of such Master Fund. The NAV of each Share equals the NAV 
of the corresponding Fund divided by the number of its Shares 
outstanding. When calculating NAV for each of the Funds and each of the 
Master Funds, the Administrator will value U.S. futures contracts held 
by such Master Fund on the basis of their then current market value. 
All non-U.S. futures contracts will be calculated based upon the 
liquidation value.
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    \13\ See Notice, supra note 3, 71 FR at 67941-42.
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Arbitrage

    In its proposal, the Exchange stated that it did not expect the 
Shares to trade at a material discount or premium to the Shares of the 
corresponding Master Fund held by the corresponding Fund. As is the 
case for other exchange traded products, the Exchange believes that, 
because the Shares can be created and redeemed, arbitrage opportunities 
should provide a mechanism to mitigate the effect of any premiums or 
discounts that may exist from time to time.

Dissemination of Index and Underlying Futures Contracts Information

    The Index Sponsor will publish the intraday value and closing level 
of each of the Indexes at least every fifteen (15) seconds on its Web 
site at http://index.db.com and through major market data vendors 

(e.g., Bloomberg and Reuters). The Index Sponsor and the Exchange will 
also provide any adjustments or changes to any of the Indexes on their 
respective Web sites.
    Daily settlement prices, delayed futures contract information, and 
market news are publicly available on the Web sites of the futures 
exchanges where the relevant contract trades.\14\ Pricing and other 
information for the futures contracts underlying each of the Indexes is 
widely disseminated through a variety of major market data vendors 
worldwide, including Bloomberg and Reuters.
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    \14\ The particular futures exchange for each futures contact 
with Web site information are as follows: (i) Aluminum, zinc and 
copper--grade A--London Metals Exchange (LME) at http://www.lme.com; 

(ii) corn, wheat and soybeans--Chicago Board of Trade (CBOT) at 
http://www.cbot.com; (iii) crude oil, heating oil, RBOB gasoline, 

natural gas, gold, and silver--New York Mercantile Exchange (NYMEX) 
at http://www.nymex.com; (iv) brent crude oil--IntercontinentalExchange, Inc. (ICE) at http://www.theice.com; and 

(v) sugar--Board of Trade of the City of New York (NYBOT) at http://www.nybot.com
.

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Availability of Information Regarding the Shares

1. Indicative Fund Value
    During each day the Shares trade on the Exchange, Amex will 
disseminate through the facilities of CTA an

[[Page 808]]

indicative value for each of the Funds (``Indicative Fund Value''), 
representing an estimated net asset value for each Fund Share. The 
respective Indicative Fund Values will be disseminated on a per Share 
basis at least every 15 seconds during regular Amex trading hours of 
9:30 a.m. to 4:15 p.m. ET.
    Notably, the Indicative Fund Values will not reflect price changes 
to the price of an underlying commodity between the close of trading of 
the futures contract at the relevant futures exchange and the close of 
trading on the Amex at 4:15 p.m. ET.\15\ The value of a Share may 
accordingly be influenced by non-concurrent trading hours between the 
Amex and the various futures exchanges where constituents of the 
Indexes trade.\16\
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    \15\ A list of trading hours for each of the Index commodities 
underlying the futures contracts was included in Amex's proposal. 
See Notice, supra note 3, 71 FR at 67943.
    \16\ The Exchange states that between 9:30 a.m. (when trading 
begins on the Amex) to 10:00 a.m. (when the oil futures open at the 
NYMEX), the Index Sponsor calculates relevant Indicative Fund Values 
based on prices obtained from Reuters. See Amendment No. 3.
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2. Other Information
    In addition to the Indicative Fund Values, the Amex also intends to 
disseminate for each of the Funds on a daily basis by means of CTA/CQ 
High Speed Lines and on its Web site at http://www.amex.com the 

following information:
     The daily trading volume of each of the Shares;
     The closing prices of each Fund's Shares and the 
corresponding NAV;
     A hyperlink on its Web site at http://www.amex.com to the Index Sponsor's Web site at http://index.db.com.

    Additionally, the Web site for each of the Funds and/or the 
Exchange, which are publicly accessible at no charge, will contain the 
following information: (a) The current NAV per share daily and the 
prior business day's NAV and the reported closing price; (b) the mid-
point of the bid-ask price \17\ in relation to the NAV as of the time 
the NAV is calculated (the ``Bid-Ask Price''); (c) calculation of the 
premium or discount of such price against such NAV; (e) data in chart 
form displaying the frequency distribution of discounts and premiums of 
the Bid-Ask Price against the NAV, within appropriate ranges for each 
of the four (4) previous calendar quarters; (f) the Prospectus; and (g) 
other applicable quantitative information.
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    \17\ The bid-ask price of Shares is determined using the highest 
bid and lowest offer as of the time of calculation of the NAV.
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    The closing price and settlement prices of the futures contracts 
comprising the Indexes and held by the corresponding Master Funds are 
also readily available from the relevant futures exchanges, automated 
quotation systems, published or other public sources, or on-line 
information services such as Bloomberg or Reuters.

Criteria for Initial and Continued Listing

    Each of the Funds will be subject to the criteria in Commentary 
.07(d) of Amex Rule 1202 for initial and continued listing of their 
respective Shares. The Exchange states that it will comply with the 
initial listing criteria set forth in Amex Rule 1002(a)(ii) which 
states that the Exchange will obtain a representation for each series 
of Portfolio Depositary Receipts that the NAV per share will be 
calculated daily and will be made available to all market participants 
at the same time.\18\
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    \18\ See Amendment No. 3.
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    The continued listing criteria provides for the delisting or 
removal from listing of the Shares under any of the following 
circumstances:
     Following the initial twelve month period from the date of 
commencement of trading of the Shares: (i) If the Fund has more than 60 
days remaining until termination and there are fewer than 50 record 
and/or beneficial holders of the related Shares for 30 or more 
consecutive trading days; (ii) if the Fund has fewer than 50,000 Shares 
issued and outstanding; or (iii) if the market value of all Shares 
issued and outstanding is less than $1,000,000;
     If the value of the underlying index or portfolio is no 
longer calculated or available on at least a 15-second delayed basis 
through one or more major market data vendors during the time the 
Shares trade on the Exchange; \19\
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    \19\ In calculating the Indexes, if futures prices are not 
available, the Index Sponsor will typically use the prior day's 
futures prices. In exceptional cases (such as when a daily price 
limit is reached on a futures exchange), the Index Sponsor may 
employ a ``fair value'' price (i.e., the price for unwinding the 
futures position by OTC dealers). The Exchange represents that if 
the use of a prior day's price or ``fair value'' pricing for an 
Index commodity or commodities is more than of a temporary nature, 
the Exchange will submit a proposed rule change pursuant to Rule 
19b-4 under the Act seeking Commission approval to continue to trade 
the Shares of a Fund. Unless approved for continued trading, the 
Exchange would commence delisting procedures.
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     The Indicative Fund Value is no longer made available on 
at least a 15-second delayed basis during the time the Shares trade on 
the Exchange;
     If a substitute index or other replacement benchmark is 
used in connection with the Shares, unless the Exchange files with the 
Commission a related proposed rule change pursuant to Rule 19b-4 under 
the Act seeking approval to continue trading the Shares of such Fund 
and such rule change is approved by the Commission; \20\ or
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    \20\ See Amendment No. 4.
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     If such other event shall occur or condition exists which 
in the opinion of the Exchange makes further dealings on the Exchange 
inadvisable.
    For each Fund, a minimum of 200,000 Shares will be required to be 
outstanding at the time of commencement of trading on the Exchange.\21\ 
The initial price of a Share is expected to be approximately $25.
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    \21\ See Amendment No. 3.
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    The Exchange believes that the anticipated minimum number of Shares 
of each of the Funds outstanding at the start of trading is sufficient 
to provide adequate market liquidity and to further the objectives of 
the respective Funds.
    The Exchange represents that, for the initial and continued 
listing, the Shares must be in compliance with Section 803 of the Amex 
Company Guide and Rule 10A-3 under the Act.

Trading Rules

    The Exchange represents that the Shares are equity securities 
subject to Amex Rules governing the trading of equity securities, 
including, among others, rules governing priority, parity and 
precedence of orders, specialist responsibilities, account opening, and 
customer suitability (Amex Rule 411). Initial equity margin 
requirements of 50% will apply to transactions in the Shares. Shares 
will trade on the Amex from 9:30 a.m. until 4:15 p.m. ET each business 
day and will trade in a minimum price variation of $0.01 pursuant to 
Amex Rule 127.
    Importantly, specialist trading of the Shares will be subject to 
Amex Rule 1202 regarding conflicts of interest and the maintenance of 
books and records. Commentary .07(e) to Amex Rule 1202 prohibits the 
specialist in the Shares from acting as or being affiliated with a 
market maker in the Index commodities, related futures or options on 
futures, or any other related derivatives, unless information barriers 
are in place that satisfy the requirements of Amex Rule 193. Commentary 
.07(g)(1) and (g)(2) to Amex Rule 1202 also ensures that specialists 
handling the Shares provide the Exchange with all the necessary 
information relating to their trading in physical assets or 
commodities, related futures contracts and options thereon or any other 
derivative. Commentary .07(g)(3) to Amex Rule 1202 also prohibits the 
specialist in the Shares from using any material nonpublic

[[Page 809]]

information received from any person associated with a member, member 
organization or employee of such person regarding trading by such 
person or employee in the Index commodities, related futures or options 
on futures, or any other related derivatives.
    Also, pursuant to Commentary .07(f) to Amex Rule 1202, the Shares 
will generally be subject to the Exchange's stabilization rule, Amex 
Rule 170, except that specialists may buy on ``plus ticks'' and sell on 
``minus ticks,'' in order to bring the Shares into parity with the 
underlying commodity or commodities and/or futures contract price. 
Pursuant to Commentary .05 to Amex Rule 190, specialist transactions of 
the Shares made in connection with the creation and redemption of 
Shares will not be subject to the prohibitions of Amex Rule 190. The 
Shares will not be subject to the short sale rule pursuant to no-action 
relief granted in petition to Rule 10a-1 under the Act.\22\
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    \22\ See letter to George T. Simon, Esq., Foley & Lardner LLP, 
from Racquel L. Russell, Branch Chief, Office of Trading Practices 
and Processing, Division of Market Regulation, (``Division''), 
Commission, dated July 21, 2006.
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Trading Halts

    Prior to the commencement of trading, the Exchange will issue an 
Information Circular (described below) to members informing them of, 
among other things, Exchange policies regarding trading halts in the 
Shares. First, the circular will advise that trading will be halted in 
the event the market volatility trading halt parameters set forth in 
Amex Rule 117 have been reached. Second, the circular will advise that, 
in addition to the parameters set forth in Amex Rule 117, the Exchange 
will halt trading in any of the Shares if trading in the underlying 
related futures contract(s) is halted or suspended. Third, with respect 
to a halt in trading that is not specified above, the Exchange may also 
consider other relevant factors and the existence of unusual conditions 
or circumstances that may be detrimental to the maintenance of a fair 
and orderly market.
    The Exchange will halt trading in the Shares of a Fund if (a) the 
NAV per share is not disseminated to all market participants at the 
same time, (b) trading in the underlying related futures contract(s) is 
halted or suspended, (c) the value of the underlying Index is no longer 
calculated or available on at least a fifteen (15) second basis through 
one or more major market data vendors during the time the Shares trade 
on the Amex, or (d) if the Indicative Fund Value per Share updated 
every fifteen (15) seconds is no longer calculated or available. 
However, in the case of (c) or (d), above, where an Indicative Fund 
Value or Index Value is no longer calculated or disseminated as 
required, the Exchange may halt trading during the day in which the 
interruption occurs. If such interruption to the calculation and 
dissemination of an Indicative Fund Value or Index Value persists past 
the trading day in which it occurred, the Exchange will halt trading no 
later than the beginning of the trading day following the interruption.

Information Circular

    The Amex will distribute an Information Circular to its members in 
connection with the trading of the Shares. Specifically, the Circular, 
among other things, will discuss what the Shares are, special 
characteristics and risks of trading this type of security, the 
requirement that members and member firms deliver a prospectus to 
investors purchasing the Shares prior to or concurrently with the 
confirmation of a transaction, applicable Amex rules and trading hours, 
and dissemination of pricing and other information pertinent to the 
Shares. The Circular will explain that the Funds are subject to various 
fees and expenses described in the Registration Statement. The Circular 
will also reference the fact that the CFTC has regulatory jurisdiction 
over the trading of futures contracts.
    The Circular will also notify members and member organizations 
about the procedures for purchases and redemptions of Shares in 
Baskets, and that Shares are not individually redeemable but are 
redeemable only in one or more Baskets. The Circular will advise 
members of their suitability obligations with respect to recommended 
transactions to customers in the Shares. The Circular will also discuss 
any relief, if granted, by the Commission or the staff from any rules 
under the Act.

Surveillance

    The Exchange represents that its surveillance procedures are 
adequate to properly monitor the trading of the Shares and to deter and 
detect violations of Exchange rules. Specifically, the Exchange will 
rely on its existing surveillance procedures applicable to TIRs, 
Portfolio Depository Receipts and Index Fund Shares, which have been 
deemed adequate under the Act. The Exchange currently has in place an 
Comprehensive Surveillance Sharing Agreement ICE Futures, LME, and 
NYMEX, for the purpose of providing information in connection with 
trading in or related to futures contracts traded on their respective 
exchanges comprising the Indexes. The Exchange also notes that the CBOT 
and NYBOT are members of the Intermarket Surveillance Group (``ISG'').

III. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether Amendments No. 3 
and 4 to the proposed rule change is consistent with the Act. Comments 
may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form at http://www.sec.gov/rules/sro.shtml.
 or     Send an e-mail to rule-comments@sec.gov. Please include 

File No. SR-Amex-2006-76 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File No. SR-Amex-2006-76. This file 
number should be included on the subject line if e-mail is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site at http://www.sec.gov/rules/sro.shtml.
 Copies of the submission, all subsequent amendments, all 

written statements with respect to the Amendments No. 3 and 4 to the 
proposed rule change that are filed with the Commission, and all 
written communications relating to the proposed rule change between the 
Commission and any person, other than those that may be withheld from 
the public in accordance with the provisions of 5 U.S.C. 552, will be 
available for inspection and copying in the Commission's Public 
Reference Room. Copies of such filing also will be available for 
inspection and copying at the principal office of the Amex. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File No. SR-Amex-2006-76 and should be 
submitted on or before January 29, 2007.

[[Page 810]]

IV. Discussion and Commission's Findings

    After careful consideration, the Commission finds that the proposed 
rule change is consistent with the requirements of the Act and the 
rules and regulations thereunder, applicable to a national securities 
exchange.\23\ In particular, the Commission finds that the proposed 
rule change is consistent with the requirements of Section 6(b)(5) of 
the Act,\24\ which requires, among other things, that the Exchange's 
rules be designed to promote just and equitable principles of trade, 
facilitate transactions in securities, 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.
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    \23\ In approving this proposal, the Commission has considered 
its impact on efficiency, competition, and capital formation. 15 
U.S.C. 78c(f).
    \24\ 15 U.S.C. 78f(b)(5).
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A. Surveillance

    The Commission notes that the Exchange has represented that its 
surveillance procedures for the Shares are adequate to monitor the 
trading of the Shares. The Exchange's Comprehensive Surveillance 
Sharing Agreement with the ICE Futures, LME, and NYMEX, for the purpose 
of providing information in connection with trading in or related to 
futures contracts traded on their respective exchanges comprising the 
Indexes and membership in the Intermarket Surveillance Group (``ISG'') 
creates the basis for the Amex to monitor fraudulent and manipulative 
practices in the trading of the Shares.
    In addition, the Exchange represents that, in the event that a 
successor or substitute index is used by the Managing Owner, or the 
Index Sponsor substantially changes either the Index component 
selection methodology or the weighting methodology, Amex will file with 
the Commission a proposed rule change, which addresses, among other 
things, applicable surveillance procedures, and unless approved by the 
Commission, the Exchange will commence delisting of the Shares.
    Moreover, Amex Rule 1202 should facilitate surveillance of trading 
of the Shares because it requires Exchange specialists, upon Amex's 
request, to provide the Exchange with information that the specialist 
uses in connection with pricing and trading the Shares. In particular, 
Commentaries .07(g)(1) and (g)(2) to Amex Rule 1202 require that the 
specialist handling the Shares provide the Exchange with information 
relating to its trading in the Shares and the accounts of the member 
organization acting as specialist, member organization, or approved 
person of such member organization in the Index components, related 
futures or options on futures, or any other related derivatives.

B. Dissemination of Information

    The Commission believes that sufficient venues exist for obtaining 
reliable information so that investors in the Shares should be able to 
monitor the underlying Indexes relative to the Indicative Values of 
their Shares.
    Real-time information is available about the trading of relevant 
futures contracts through major market data vendors by subscription. 
Delayed information is often publicly available from futures exchanges. 
The Exchange stated that the daily settlement prices for the futures 
contracts held by each of the Master Funds are publicly available on 
the Web sites of the futures exchanges trading those contracts.
    The Exchange has represented that the Index Sponsor, Deutsche Bank 
AG London, will calculate and publish the value of the Indexes at least 
every 15 seconds during Amex trading hours to Bloomberg, Reuters, and 
the Index Sponsor's Internet Web site, http://index.db.com. While the 

Index is calculated and disseminated by the Index Sponsor, an affiliate 
of a registered broker-dealer, the Commission notes that a number of 
independent sources may verify both the intraday and closing Index 
values.
    Additionally, the Exchange has represented that it will calculate 
and publish to the CTA the Indicative Fund Values for the Shares, at 
least every 15 seconds during the time that the Shares trade on the 
Amex. The Commission believes that dissemination of the Indicative Fund 
Values provides additional information that is not otherwise available 
to the public and is useful to professionals and investors in 
connection with the Shares trading on the Exchange or the creation or 
redemption of the Shares. The Commission believes that publication of 
such information should promote transparency with regard to the Shares.
    The Commission further notes that the NAV of each Fund will be 
calculated and disseminated daily on a per share basis and made 
available to all market participants at the same time. If not, the 
Exchange has represented that it will halt trading of the relevant 
series of Shares. Likewise, if trading in a futures contract included 
in an Index is halted or suspended, the Exchange will halt trading of 
the relevant series of Shares. If an Indicative Fund Value or Index 
Value is not disseminated as described in its proposal, the Exchange 
may halt trading of the relevant series of Shares during the day in 
which the interruption occurs. If such interruption to the calculation 
and dissemination of an Indicative Fund Value or Index Value persists 
past the trading day in which it occurred, the Exchange will halt 
trading no later than the beginning of the trading day following the 
interruption.
    The Commission believes that these trading halt rules, together 
with the NAV dissemination requirements and the Exchange's delisting 
criteria, will help ensure that an appropriate level of transparency 
exists with respect to the proposed Shares to allow for the maintenance 
of fair and orderly markets.

C. Listing and Trading

    The Commission finds that the Exchange's proposed rules and 
procedures for the listing and trading of the proposed Shares are 
consistent with the Act. Shares will trade as equity securities subject 
to Amex rules including, among others, rules governing priority, parity 
and precedence of orders, specialist responsibilities and prohibitions, 
account opening, and customer suitability requirements.\25\ Notably, 
the Commission believes that the listing and delisting criteria for the 
Shares should provide a minimum level of liquidity and, therefore, 
minimize the potential for manipulation of the Shares. The Commission 
further believes that Commentary .07 to Amex Rule 1202 is reasonably 
designed to address potential conflicts of interest in connection with 
specialist trading of the Shares and help ensure that the Exchange has 
the information it needs with regard to transactions in the Shares.\26\
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    \25\ The Commission notes that these Funds are substantially 
similar to other Funds recently approved by the Commission, the 
share of which shares are trading pursuant to this Commentary .07 to 
Amex Rule 1202. See Securities Exchange Act Release Nos. 53105 
(January 11, 2006), 71 FR 3129 (January 19, 2006) (SR-Amex-2005-059) 
(DB Commodity Index Tracking Fund); 54450 (September 14, 2006), 71 
FR 55230 (September 21, 2006) (SR-Amex-2006-44) (PowerShares DB G10 
Harvest Fund (formerly the DB Currency Index Value Fund).
    \26\ See Commentaries .07(e), 07(g)(3), and .07(g)(1)-(2) to 
Amex Rule 1202.
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    The Commission notes that the Information Circular the Exchange 
will distribute will inform members and member organizations about the 
terms, characteristics and risks in trading the Shares, including their 
prospectus delivery obligations.

[[Page 811]]

D. Accelerated Approval of the Proposed Rule Change as Modified by 
Amendments No. 3 and 4 Thereto

    The Commission finds good cause to approve the proposed rule change 
as modified by Amendments No. 3 and 4 prior to the 30th day after the 
amendment is published for comment in the Federal Register. Amendments 
No. 3 and 4 makes clarifying changes to the description of the proposed 
rule change. The Commission believes that, as a whole, Amendments No. 3 
and 4 strengthen the proposed rule change and do not raise any new 
regulatory issues. Therefore, the Commission finds good cause, 
consistent with section 19(b)(2) of the Act,\27\ to approve the 
proposal, as amended, on an accelerated basis.
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    \27\ 15 U.S.C. 78s(b)(2).
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V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\28\ that the proposed rule change (SR-Amex-2006-76), as modified 
by Amendments No. 1, 2, 3, and 4 be, and it hereby is, approved on an 
accelerated basis.
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    \28\ 15 U.S.C. 78s(b)(2).
    \29\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\29\
Jill M. Peterson,
Assistant Secretary.
 [FR Doc. E7-16 Filed 1-5-07; 8:45 am]

BILLING CODE 8011-01-P
