
[Federal Register: September 25, 2007 (Volume 72, Number 185)]
[Notices]               
[Page 54489-54495]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr25se07-85]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56465; File No. SR-Amex-2006-96]

 
Self-Regulatory Organizations; American Stock Exchange LLC; 
Notice of Filing of a Proposed Rule Change, as Modified by Amendments 
No. 1, 2, 3, 4, 5, and 6 Thereto, Relating to the Listing and Trading 
of Shares of the Nuveen Commodities Income and Growth Fund

 September 19, 2007.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 \2\ thereunder, notice is hereby given 
that on October 12, 2006, the American Stock Exchange LLC (``Amex'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been substantially prepared by the 
Exchange. On March 2, 2007, March 21, 2007, May 14, 2007, August 15, 
2007, August 28, 2007, and September 17, 2007 the Amex submitted 
Amendment Nos. 1, 2, 3, 4, 5, and 6, respectively, to the proposed rule 
change. The Commission is publishing this notice to solicit comments on 
the proposed rule change, as amended, from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to add new Amex rules 1600 et seq. to permit 
the listing and trading of units of a trust or other similar entity 
(``Trust Units'') that invests in the assets of a trust, partnership, 
limited liability company, corporation or other similar entity 
constituted as a commodity pool that holds investments comprising or 
otherwise based on futures contracts, options on futures contracts, 
forward contracts, commodities and high credit quality short-term fixed 
income securities or other securities. The Exchange, pursuant to 
proposed Rule 1600 et seq., seeks to list and trade Trust Units of the 
Nuveen Commodities Income and Growth Fund (the ``Trust'' or ``Fund''). 
The Trust Units of the Fund are referred to herein as the ``Shares.''
    The text of the proposed rule change is available at the Amex, the 
Commission's Public Reference Room, and http://www.amex.com.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Amex included statements 
concerning the purpose of and basis for the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Amex has substantially prepared summaries, set forth 
in Sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to add new Amex rules 1600 et seq. which will 
permit the listing and trading of Trust Units. Specifically, the Amex 
proposes to list and trade the Shares, which represent beneficial 
ownership interests in the assets of the Fund, consisting solely of 
units (``Master Fund Units'') of the Nuveen Commodities Income and 
Growth Master Fund LLC (the ``Master Fund'').
    The Fund was formed as a Delaware statutory trust on December 7, 
2005

[[Page 54490]]

pursuant to a Declaration of Trust signed by Wilmington Trust Company, 
as the Delaware Trustee.\3\ The Master Fund was organized as a limited 
liability company on December 7, 2005 under Delaware law. The Fund's 
primary investment objective is to seek total return through broad 
exposure to the commodities markets. The Fund's secondary objective is 
to provide investors with monthly income and capital distributions not 
commonly associated with commodity investments. The Master Fund will 
invest in commodity futures and forward contracts, options on commodity 
futures and forward contracts and over-the-counter (``OTC'') commodity 
options in the following commodity groups: energy, industrial metals, 
precious metals, livestock, agriculturals, and tropical foods and 
fibers and may in the future include other commodity investments that 
become the subject of commodity futures trading.\4\
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    \3\ The Fund, as a commodity pool, will not be subject to 
registration and regulation under the Investment Company Act of 1940 
(the ``1940 Act'').
    \4\ Following is a list of futures contracts and other commodity 
interests in which the Master Fund may invest and the exchanges on 
which they trade with the greatest dollar volume traded: Lumber, 
Milk, Feeder Cattle, Lean Hogs, Live Cattle, Pork Bellies--Chicago 
Mercantile Exchange (``CME''); Cocoa, Coffee, Cotton, Orange Juice, 
Sugar--New York Board of Trade (``NYBOT''); Gold, Silver--Commodity 
Exchange (``COMEX'') which is a division of the the New York 
Mercantile Exchange (``NYMEX''); Palladium, Platinum, Crude Oil, 
Heating Oil, Natural Gas, Unleaded Gas--NYMEX; Aluminum, Copper, 
Lead, Nickel, Tin, Zinc--London Metals Exchange (``LME''); Bean Oil, 
Corn, Oats, Soy Meal, Soybeans, Wheat--Chicago Board of Trade 
(``CBOT'').
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    The Fund and the Master Fund are commodity pools. The Master Fund 
is managed by Nuveen Commodities Asset Management, LLC (the 
``Manager''). The Manager is registered as a commodity pool operator 
(the ``CPO'') and a commodity trading advisor (the ``CTA'') with the 
Commodity Futures Trading Commission (``CFTC'') and is a member of the 
National Futures Association (``NFA'').
    The Manager will serve as the CPO and CTA of the Fund and the 
Master Fund. The Manager will determine the Master Fund's overall 
investment strategy, including: (i) The selection and ongoing 
monitoring of the Master Fund's sub-advisors; (ii) the management of 
the Fund's and Master Fund's business affairs; and (iii) the provision 
of certain clerical, bookkeeping and other administrative services. 
Gresham Investment Management LLC (the ``Commodity Sub-Advisor'') will 
invest on a notional basis substantially all of the Master Fund's 
assets in commodity futures and forward contracts pursuant to the 
commodity investment strategy (its proprietary Tangible Asset 
Program[supreg] (``TAP[reg] '')) \5\ and a risk management program. The 
Commodity Sub-Advisor is a Delaware limited liability company and is 
registered with the CFTC as a CTA and a CPO and is a member of the NFA. 
The Commodity Sub-Advisor is also registered with the Commission as an 
investment adviser. Nuveen Asset Management (the ``Collateral Sub-
Advisor''), an affiliate of the Manager, will invest the Master Fund's 
collateral in short-term, investment grade quality debt instruments. 
The Collateral Sub-Advisor is registered with the Commission as an 
investment adviser.
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    \5\ Although the Master Fund does not currently intend to 
utilize leverage (subject to the limitation below), the Master Fund 
does have the ability to do so through the issuance of preferred 
units and/or borrowings. The Master Fund (and the Fund) may not 
utilize leverage in an amount exceeding 33% of the Master Fund's 
capital after such issuance.
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    The Exchange submits that proposed Amex Rules 1600 et seq. will 
accommodate the listing and trading of Trust Units.
Introduction
    The Exchange notes that the Commission has permitted the listing 
and trading of products linked to the performance of an underlying 
commodity or commodities.\6\
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    \6\ See Securities Exchange Act Release Nos. 53105 (January 11, 
2006), 71 FR 3129 (January 19, 2006) (SR-Amex-2005-059) (approving 
the listing and trading of the DB Commodity Index Tracking Fund); 
51058 (January 19, 2005), 70 FR 3749 (January 26, 2005) (SR-Amex-
2004-38) (approving the listing and trading of the iShares COMEX 
Gold Trust); 50603 (October 28, 2004), 69 FR 64614 (November 5, 
2004) (NYSE-2004-22) (approving the listing and trading of 
streetTRACKS Gold Shares); 39402 (December 4, 1997), 62 FR 65459 
(December 12, 1997) (SR-Amex-97-46) (approving the listing and 
trading of commodity index preferred or debt securities (ComPS) on 
various agricultural futures contracts and commodities indexes); 
36885 (February 26, 1996), 61 FR 8315 (March 4, 1996) (SR-Amex-95-
50) (approving the listing and trading of ComPS linked to the value 
of single commodity); and 35518 (March 21, 1995), 60 FR 15804 (March 
27, 1995) (SR-Amex-94-30) (approving the listing and trading of 
commodity indexed notes or COINS).
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    In January 2006, the Commission approved Commentary .07 to Rule 
1202 which expanded the ability of the Exchange to list and trade 
securities based on a portfolio of underlying investments that may not 
be ``securities.'' \7\ Because the Fund is not a TIR (i.e., a security 
issued by a trust which holds specified securities deposited with the 
trust, that when aggregated in some specified minimum number, may be 
surrendered to the trust by the beneficial owner to receive the 
securities), the current TIR Rules (Amex Rule 1200 et seq.) do not 
specifically permit the Exchange to list the Shares. This proposal 
seeks to expand the ability of the Exchange to list and/or trade trust 
securities based on a portfolio of underlying investments that are not 
TIRs.
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    \7\ See Securities Exchange Act Release No. 53105 (January 11, 
2006), 71 FR 3129 (January 19, 2006) (SR-Amex-2005-059).
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    Under proposed Amex Rule 1601, the Exchange may list and trade the 
Shares. For each separate and discrete listing of Trust Units, the 
Exchange will submit a filing pursuant to Section 19(b) of the Act 
subject to Commission review and approval. The Shares will conform to 
the initial and continued listing criteria under proposed Rule 1602.\8\ 
The Fund will issue the Shares registered under the Securities Act of 
1933.
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    \8\ Proposed Amex Rule 1602 for listing the Trust Units is 
substantially similar to current Amex Rules 1202A and 1502 relating 
to Commodity-Based Trust Shares and Partnership Units, respectively. 
The proposed rule sets forth the initial and continued listing 
standards for the Trust Units.
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Investment Description
    The Fund's investment objective is to generate attractive risk-
adjusted total returns as compared to investments in commodity indexes.
    The Fund intends to pursue its investment objective by investing 
all of its assets in the Master Fund, which in turn intends to pursue 
these investment objectives by utilizing: (a) An actively managed 
rules-based commodity investment strategy, whereby the Master Fund will 
invest in a diversified basket of commodity futures and forward 
contracts with an aggregate notional value substantially equal to the 
net assets of the Master Fund; and (b) a risk management program 
designed to moderate the overall risk and return characteristics of the 
Master Fund's commodity investments. In pursuing the risk management 
program, the Master Fund will: (i) Purchase ``out-of-the-money'' 
commodity put options for protection against significant asset value 
declines; and (ii) write (sell) ``out-of-the-money'' commodity call 
options to obtain option premium cash flow, in each case on individual 
futures and forward contracts, on baskets of commodities or on broad 
based commodity indices.
    The Master Fund will typically: (i) Invest in commodity futures and 
forward contracts that are traded either on U.S. or non-U.S. commodity 
futures exchanges; (ii) purchase put and sell call options on commodity 
futures and forward contracts that are traded either on U.S. or non-
U.S. exchanges; and (iii) purchase OTC commodity put options through 
dealers pursuant to negotiated,

[[Page 54491]]

bi-lateral arrangements. The Master Fund also may invest in other 
commodity contracts that are presently, or may hereafter become, the 
subject of commodity futures trading. Except for certain limitations 
described below, there are no restrictions or limitations on the 
specific commodity investments in which the Master Fund may invest.
    Commodity Investment Strategy (TAP[supreg]). The Commodity Sub-
Advisor will invest on a notional basis substantially all of the Master 
Fund's assets in commodity futures and forward contracts pursuant to 
the commodity investment strategy TAP[supreg], an actively managed, 
rules-based \9\ commodity investment strategy. TAP[supreg] is 
fundamental in nature and is designed to maintain consistent, fully 
collateralized exposure to commodities as an asset class. TAP[supreg] 
does not require the existence of price trends in order to be 
successful.
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    \9\ TAP[supreg] currently requires investment in futures or 
forward contracts for three commodities in each of the energy, 
industrial metals, livestock, agriculturals, tropical foods and 
fibers and precious metal commodity groups. Commodity group 
weightings and individual commodity weightings are chosen by a 
process that blends two-thirds of five year global production value 
and one-third of five year value of commodity futures contracts 
traded in dollars. The process constrains the weightings of each 
commodity group such that no group may constitute more than 35% of 
TAP[reg] and no single commodity interest can constitute more than 
70% of its group. In addition, each commodity is rebalanced 
periodically to its target weighting if its actual weighting 
deviates from its target substantially (currently, by more than 
10%).
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    Risk Management Program. Pursuant to the risk management program, 
the Master Fund will purchase commodity put options that are ``out-of-
the-money'' \10\ on a continual basis on all or substantially all of 
the notional value of its commodity futures and forward contract 
positions, and write (or sell) commodity call options that are 5 to 10% 
``out-of-the-money'' on a continual basis on approximately 50% of the 
notional value of each of its commodity futures and forward contract 
positions. In order to seek protection against significant asset value 
declines, the Master Fund will purchase put options on broad-based 
commodity indices such as the Dow Jones[supreg]/AIG Commodity 
Index[supreg] (``DJ/AIGCI''), the Goldman Sachs Commodity Index 
(``GSCI''), or on certain custom indices, whose prices are expected to 
closely correspond to a substantial portion of the long commodity 
futures and forward contracts held by the Master Fund. The Master Fund 
also may purchase put options on baskets of commodities and on 
individual futures and forward contracts held by it. On an absolute 
basis, the Master Fund does not expect that the cost to purchase put 
options at any one time will exceed 5% of the value of the Master 
Fund's net assets.
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    \10\ ``Out-of-the-money'' put option is an option whose stock 
price is above its strike price.
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    Also pursuant to the risk management program, the Commodity Sub-
Advisor will write call options on individual futures and forward 
contracts held by the Master Fund, on baskets of commodities or on 
broad based commodity indices. The Master Fund will write call options 
on approximately 50% of each of its commodity futures and forward 
contracts. As the writer of call options for which a premium is 
received, the Master Fund will forego the right to any appreciation in 
the value of each commodity futures or forward contract in its 
portfolio that effectively underlies a call option to the extent the 
value of the commodity futures or forward contract exceeds the exercise 
price of such option on or before the expiration date.
    Debt Instruments Used as Collateral. The Master Fund's investments 
in commodity futures and forward contracts, options on commodity 
futures and forward contracts, and OTC commodity put options generally 
will not require significant outlays of principal. To support its 
commodity investments, the Master Fund anticipates that it will 
maintain significant collateral that will be invested in short-term 
debt instruments with maturities of up to 2 years that, at the time of 
investment, are investment grade quality, including obligations issued 
or guaranteed by the U.S. government or its agencies and 
instrumentalities, as well as corporate obligations and asset-backed 
securities. Although earning interest income, the collateral is subject 
on a continual basis to additional margin calls by the commodity broker 
and to additional deposits in the commodity account if the levels of 
notional trading change.
Commodity Futures and Forward Contracts and Related Options
    The prices of the commodity futures and forward contracts, options 
on commodity futures and forward contracts, and OTC commodity options 
are volatile with fluctuations expected to affect the value of the 
Shares. Commodity futures and forward contracts and options on 
commodity futures and forward contracts to be held by the Master Fund 
will be traded on U.S. and/or non-U.S. exchanges. The commodity futures 
and forward contracts to be entered into by the Master Fund are listed 
and traded on organized and regulated exchanges based on the various 
commodities in the groups described above.\11\ Forward contracts are 
contracts for the purchase and sale of a commodity for delivery on or 
before a future date or during a specified period at a specified price. 
Futures contracts are essentially forward contracts that are traded on 
exchanges. Options on commodity futures and forward contracts are 
contracts giving the purchaser the right, as opposed to the obligation, 
to acquire or to dispose of the commodity futures or forward contract 
underlying the option on or before a future date at a specified price. 
The Master Fund may purchase OTC commodity put options through dealers 
pursuant to negotiated, bi-lateral arrangements.
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    \11\ See supra note 4.
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    The potential futures contracts are traded on U.S. and non-U.S. 
exchanges, including the CBOT, the CME, the InterContinental Exchange 
(``ICE FUTURES''), the LME, NYMEX, COMEX, and the NYBOT.
    The Manager will assess or review, as appropriate, the 
creditworthiness of each potential or existing, as appropriate, 
counterparty to an OTC contract pursuant to guidelines approved by the 
Manager's board of directors. Furthermore, the Manager, on behalf of 
the Fund, will only enter into OTC contracts with: (a) Members of the 
Federal Reserve System or foreign banks with branches regulated by the 
Federal Reserve Board; (b) primary dealers in U.S. government 
securities; (c) broker-dealers; (d) futures commission merchants; or 
(e) affiliates of the foregoing.
Structure of the Fund
    Fund. The Fund is a statutory trust formed pursuant to the Delaware 
Statutory Trust Act and will issue shares that represent units of 
fractional undivided beneficial interest in and ownership of the Fund.
    Master Fund. The Master Fund is a limited liability company 
organized pursuant to Delaware law and will issue units that represent 
units of fractional undivided membership interest in and ownership of 
the Master Fund.
    Trustee. Wilmington Trust Company, is the Delaware Trustee of the 
Fund. The Delaware Trustee is unaffiliated with the Manager.
    Individual Trustees. The individual trustees of the Fund, all of 
whom will be unaffiliated with the Manager, will fulfill those 
functions required under the Amex listing standards and certain other 
functions as set forth in the Fund's Trust Agreement.
    Manager. The Manager is a Delaware limited liability company that 
is

[[Page 54492]]

registered with the CFTC as a CPO and CTA and is a wholly-owned 
subsidiary of Nuveen Investments, Inc. The Manager will serve as the 
CPO and CTA of the Fund and the Master Fund and through the Commodity 
Sub-Advisor will be responsible for determining the Master Fund's 
overall investment strategy and its implementation. It is anticipated 
that the individual trustees, pursuant to the Fund's Trust Agreement, 
will delegate all authority (other than the individual trustees' 
limited requirements to serve on the Fund's Audit Committee and 
Nominating Committee) to the Manager to operate the business of the 
Fund and to be responsible for the conduct of the Fund's commodity 
affairs. As a registered CPO and CTA, the Manager is required to comply 
with various regulatory requirements under the CEA and the rules and 
regulations of the CFTC and the NFA.
    Commodity Sub-Advisor. The Commodity Sub-Advisor is a Delaware 
limited liability company that is registered with the CFTC as a CTA and 
a CPO and is a member of the NFA. As a registered CPO and CTA, the 
Commodity Sub-Advisor is required to comply with various regulatory 
requirements under the CEA and the rules and regulations of the CFTC 
and the NFA. The Commodity Sub-Advisor is also registered with the SEC 
as an investment adviser.
    Collateral Sub-Advisor. The Collateral Sub-Advisor is an affiliate 
of the Manager and a wholly owned subsidiary of Nuveen Investments, 
Inc. The Collateral Sub-Advisor is registered with the Commission as an 
investment adviser.
    Transfer Agent, Registrar and Custodian. State Street Bank and 
Trust Company (``State Street'') will be the Transfer Agent and 
Registrar for the Shares and will be the Custodian for the assets of 
the Master Fund.
    Commodity Broker. Lehman Brothers Inc. will act as the commodity 
broker for the Master Fund and will clear transactions that may be 
executed by it or other brokerage firms on a ``give-up'' basis. In 
addition, Lehman Brothers Inc. or an affiliate of Lehman Brothers Inc. 
may act as counterparty or select other brokers or dealers to act as 
counterparty with respect to the Master Fund's transactions in forward 
contracts and OTC commodity options. Lehman Brothers Inc. is registered 
as a futures commission merchant and a CPO and is a member of the NFA. 
Lehman Brothers Inc. also is registered with the Commission as a 
broker-dealer.
    The Exchange notes that each of the Manager, the Commodity Broker, 
and the Commodity Sub-Advisor have represented to the Exchange that 
they each have erected and maintain firewalls within their respective 
institutions to prevent the flow of non-public information regarding 
the portfolio of underlying securities from the personnel involved in 
the development and implementation of the investment strategy to others 
such as sales and trading personnel.
Product Description
    The Shares represent units of fractional undivided beneficial 
interest in and ownership of the Fund. Following the original issuance, 
the Shares will be traded on the Exchange similar to other equity 
securities.
    The Fund will invest all of the proceeds of its offering of Shares 
in the Master Fund. The Master Fund will issue Master Fund Units, which 
represent units of fractional undivided interest in and ownership of 
the Master Fund. Master Fund Units may be purchased or redeemed on a 
continuous basis, but only by the Fund and the Manager. Master Fund 
Units may be purchased or redeemed by the Fund or the Manager, on an 
infrequent basis, in connection with the management of the Fund. For 
example, the Manager or Fund may purchase additional Master Fund Units 
if the Fund issues additional Fund Shares in a secondary offering. The 
Fund will own approximately 99% of the Master Fund Units, and the 
Manager will own the remaining Master Fund Units. No additional 
investors in the Master Fund will be solicited. The Fund will hold no 
investment assets other than the Master Fund Units. The investment 
results of the Fund will be directly and completely dependent on the 
investment results of the Master Fund.
    Commencing with the Fund's first distribution, the Fund intends to 
make regular monthly distributions to its shareholders at a level rate 
(stated in terms of a fixed cents per share distribution rate) based on 
past and projected performance of the Fund.\12\ The Fund's ability to 
make distributions at such a level rate will depend on a number of 
factors, including, most importantly, the long-term total returns 
generated by the Master Fund's portfolio investments and the risk 
management program.
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    \12\ The Fund's actual financial performance willvary so that 
the distribution rate may exceed the Fund's actual total returns. 
The Fund does not anticipate borrowing to obtain the cash necessary 
to make its distributions; however, in the event that the Fund's 
distribution rate exceeds its actual returns, the Master Fund may be 
required to liquidate investments in order to make such a 
distribution. To the extent that the Fund's total return exceeds the 
distribution rate for an extended period of time, the Fund may 
increase the distribution rate or distribute supplemental amounts to 
investors. Conversely, if the Fund's total return is less than the 
distribution rate for an extended period of time, the Fund will be 
drawing upon its net assets to meet the distribution payments. The 
Master Fund may also make periodic distributions to the Fund in 
order to enable the Fund to meet its operating expenses and costs.
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    As portfolio and market conditions change, the rate of 
distributions on the Master Fund Units and, in turn, the Shares, and 
the Master Fund's and the Fund's distribution policies could 
change.\13\
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    \13\ In connection with any change in distributionpolicies, the 
Fund will provide written advance notice to investors.
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    State Street will calculate the net asset value (``NAV'') \14\ of 
the Master Fund's units shortly after 4 p.m. Eastern Time (``ET''). 
Because there will be a direct correspondence between the Shares and 
the Master Fund Units, the net asset value per share of the Fund and 
the net

[[Page 54493]]

asset value per Master Fund Unit will be equal.
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    \14\ NAV per Master Fund Unit is computed bydividing the value 
of all assets of the Master Fund (including any accrued interest and 
dividends), less all liabilities (including accrued expenses and 
distributions declared but unpaid), by the total number of Master 
Fund Units outstanding. Under the Master Fund's current operational 
procedures, the Master Fund's net asset value is calculated after 
close of the Amex each day. The values of the Master Fund's 
exchange-traded futures and forward contracts and options on futures 
and forward contracts are valued at the settlement price determined 
by the principal exchange through which they are traded. Market 
quotes for the Master Fund's exchange-traded futures and forward 
contracts and options on futures and forward contracts may not be 
readily available if a contract cannot be liquidated due to the 
operation of daily limits or, due to extraordinary circumstances, 
the exchanges or markets on which the investments are traded do not 
open for trading the entire day and no other market prices are 
available. In addition, events may occur after the close of the 
relevant market, but prior to the determination of the Master Fund's 
net asset value, that materially affect the values of the Master 
Fund's investments. In such circumstances, the Master Fund will use 
an independent pricing service to value such investments. The 
Commodity Sub-Advisor will review the values as determined by the 
independent pricing service and discuss those valuations with the 
pricing service if appropriate based on guidelines established by 
the Manager that it believes are consistent with industry standards. 
The values of the Master Fund's OTC derivatives will be valued by 
the Commodity Sub-Advisor by taking either the arithmetic mean of 
prices obtained by several dealers, the prices as determined by the 
average of two (2) or more independent means or the prices as 
reported by an independent pricing service. In the event the 
Commodity Sub-Advisor uses an independent pricing service to value 
any of its commodity futures and forward contract, options on 
futures and forward contract and OTC derivatives, the pricing 
service typically will value such commodity futures and forward 
contracts, options on futures and forward contract and OTC 
derivatives using a wide range of market data and other information 
and analysis, including reference to transactions in other 
comparable investments if available. The procedures of any 
independent pricing service provider will be reviewed by the Manager 
on a periodic basis.
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    The normal trading hours for those investments of the Fund traded 
on the various commodities exchanges may differ from the normal trading 
hours of the Amex, which are from 9:30 a.m. to 4 p.m. ET. Therefore, 
there may be time periods during the trading day where the Shares will 
be trading on the Amex, but the futures contracts on various commodity 
exchanges will not be trading. The value of the Shares may accordingly 
be influenced by the non-concurrent trading hours between the Amex and 
the various futures exchanges on which the futures contracts based on 
the underlying commodities are traded.
    The trading prices of the Fund's Shares listed on the Amex may 
differ from the NAV and can be affected not only by movements in the 
NAV, but by market forces of supply and demand, economic conditions and 
other factors as well. Accordingly, the trading prices of the Shares 
should not be viewed as a real-time update of the NAV.
    Shares will be registered in book entry form through DTC. Trading 
in the Shares on the Exchange will be effected until 4 p.m. ET each 
business day. The minimum trading increment for such shares will be 
$.01.
Underlying Commodity Interests Information
    The daily settlement prices for the commodity futures and forward 
contracts held by the Master Fund are publicly available on the Web 
sites of the futures and forward exchanges trading the particular 
contracts. Various data vendors and news publications publish futures 
prices and data. The Exchange represents that futures, forwards and 
related exchange-traded options quotes and last sale information for 
the commodity contracts are widely disseminated through a variety of 
market data vendors worldwide, including Bloomberg and Reuters. In 
addition, the Exchange further represents that complete real-time data 
for such futures, forwards and exchange-traded options is available by 
subscription from Reuters and Bloomberg. The relevant futures and 
forward exchanges also provide delayed futures and forward contract 
information on current and past trading sessions and market news free 
of charge on their respective Web sites. The contract specifications 
for the futures and forward contracts are also available from the 
futures and forward exchanges on their Web sites as well as other 
financial informational sources. Information related to OTC commodity 
options is disclosed by the Fund on a monthly basis as discussed below.
Availability of Information Regarding the Shares
    The Web site for the Fund and the Manager, http://www.nuveen.com, 
which will be publicly accessible at no charge, will contain the 
following information: (a) The prior business day's NAV and the 
reported closing price; (b) calculation of the premium or discount of 
such price against such NAV; and (c) other applicable quantitative 
information. During the initial offering period, the Fund's prospectus 
also will be available on the Fund's Web site.
    The Fund's total portfolio holdings will also be disclosed and 
updated on its Web site on each business day that the Amex is open for 
trading.\15\ This Web site disclosure of portfolio holdings (as of the 
previous day's close) will be made daily and will include, as 
applicable: (a) The name and value of each commodity investment; (b) 
the value of over-the-counter commodity put options and the value of 
the collateral as represented by cash; (c) cash equivalents; and (d) 
debt securities held in the Fund's portfolio. The values of the Fund's 
portfolio holdings will, in each case, be determined in accordance with 
the Fund's valuation policies.
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    \15\ The total portfolio holdings will be disseminated to all 
market participants at the same time.
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    As described above, the NAV for the Fund will be calculated and 
disseminated daily. The Manager has represented to the Exchange that 
the NAV will be disseminated to all market participants at the same 
time. The Exchange will also make available on its Web site daily 
trading volume, closing prices, and the NAV. The closing price and 
settlement prices of the futures contracts held by the Master Fund 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. In addition, the 
Exchange will provide a hyperlink on its Web site at http://
www.amextrader.com to the Manager's Web site.
    As noted above, State Street will calculate the NAV of the Master 
Fund once each trading day shortly after 4 p.m. ET. The NAV will be 
disclosed on the Fund's Web site and the Exchange's Web site.
Termination Events
    The Fund and MasterFund will dissolve in certain prescribed 
circumstances.\16\ Upon termination of the Fund, shareholders will 
surrender their shares and receive in cash their portion of the value 
of the Fund.
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    \16\ See Form 19b-4 of the proposed rule change for a detailed 
description of such termination events.
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Criteria for Initial and Continued Listing
    The Fund will be subject to the criteria in proposed Rule 1602 for 
initial and continued listing of the Shares. A minimum of 2,000,000 
shares will be required to be publicly distributed at the start of 
trading. It is anticipated that the initial price of a share will be 
approximately $25. The Fund will accept subscriptions for a minimum of 
100 shares during the initial offering which is expected to last no 
more than 60 days. After the completion of the initial offering, shares 
can be bought and sold throughout the trading day like any other 
publicly-traded security. The Exchange believes that the anticipated 
minimum number of shares outstanding at the start of trading is 
sufficient to provide adequate market liquidity and to further the 
Fund's objectives.
    The Fund has represented to the Exchange that, for initial and 
continued listing of the Shares, it will be in compliance with Section 
803 of the Amex Company Guide (Independent Directors and Audit 
Committee) and Rule 10A-3 under the Act.
Original and Annual Listing Fees
    The Amex original listing fee applicable to the listing of the Fund 
is $5,000. In addition, the annual listing fee applicable under Section 
141 of the Amex Company Guide will be based upon the year-end aggregate 
number of shares in all series of the Fund outstanding at the end of 
each calendar year.
Trading Rules
    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 and 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 until 4 p.m. 
ET each business day and will trade in a minimum price variation of 
$0.01 pursuant to Amex Rule 127-AEMI. Trading rules pertaining to odd-
lot trading in Amex equities (Amex Rule 205-AEMI) will also apply.
    Amex Rule 154-AEMI(c)(ii) provides that stop and stop limit orders 
to buy or sell a security the price of which is

[[Page 54494]]

derivatively priced based upon another security or index of securities, 
may be elected by a quotation, as set forth in subparagraphs 
(c)(ii)(1)-(4) of Rule 154-AEMI. The Shares are eligible for this 
treatment.
    The Exchange states that Amex Rule 126A-AEMI complies with Rule 611 
of Regulation NMS, which requires among other things, that the Exchange 
adopt and enforce written policies and procedures that are reasonably 
designed to prevent trade-throughs of protected quotations.\17\
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    \17\ See Securities Exchange Act Release No. 54552 (September 
29, 2006), 71 FR 59546 (October 10, 2006) (SR-Amex-2005-104).
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    The Shares will generally be subject to the Exchange's 
stabilization rule, Rule 170-AEMI, 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. Proposed Commentary .01 to Rule 1603 sets forth 
this limited exception to Rule 170-AEMI.\18\
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    \18\ Consistent with the adoption by the Commission of 
amendments to Regulation SHO and the removal of Rule 10a-1 under the 
Act and the Exchange's rescission of Amex Rule 7 and, the Shares may 
be sold short without regard to the former ``tick'' tests, i.e., the 
``plus tick'' and ``zero-plus tick.'' See Securities Exchange Act 
Release Nos. 55970 (June 28, 2007), 72 FR 36348 (July 3, 2007) (File 
No. S7-21-06) and 56278 (August 17, 2007), 72 FR 48707 (August 24, 
2007) (SR-Amex-2007-72).
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    The trading of the Shares will be subject to certain conflict of 
interest provisions set forth in proposed Amex Rules 1603 and 1604. 
Rule 1603 provides that the prohibitions in Amex Rule 175(c) apply to a 
specialist in the Shares so that the specialist or affiliated person 
may not act or function as a market-maker in an underlying asset, 
related futures contract or option or any other related derivative. An 
exception to the general prohibition in Rule 1603 provides that an 
approved person of an equity specialist that has established and 
obtained Exchange approval for procedures restricting the flow of 
material, non-public market information between itself and the 
specialist member organization, and any member, officer, or employee 
associated therewith, may act in a market making capacity, other than 
as a specialist in the Shares on another market center, in the 
underlying asset or commodity, related futures or options on futures, 
or any other related derivatives. Rule 1604 provides that specialists 
handling the Shares provide the Exchange with all necessary information 
relating to their trading in underlying physical assets or commodities, 
related futures or options on futures, or any other related 
derivatives. In addition, members and member organizations will be 
subject to Commentary .03 to proposed Rule 1600 prohibiting such member 
or member organizations from entering into the Exchange's order routing 
system multiple limit orders as agent (i.e., customer agency orders).
Suitability
    The Information Circular (described below) will inform members and 
member organizations of the characteristics of the Fund and of 
applicable Exchange rules, as well as of the requirements of Amex Rule 
411 (Duty to Know and Approve Customers).
    The Exchange notes that, pursuant to Rule 411, members and member 
organizations are required in connection with recommending transactions 
in the Shares to have a reasonable basis to believe that a customer is 
suitable for the particular investment given reasonable inquiry 
concerning the customer's investment objectives, financial situation, 
needs, and any other information known by such member.
Information Circular
    The Amex will distribute an Information Circular to its members in 
connection with the trading of the Shares. The Circular will discuss 
the special characteristics and risks of trading this type of security. 
Specifically, the Circular, among other things, will discuss what the 
Shares are, 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 during the initial public 
offering, applicable Amex rules, and trading information and applicable 
suitability rules. The Circular will also explain that the Fund is 
subject to various fees and expenses described in the Registration 
Statement. The Circular will also reference the fact that there is no 
regulated source of last sale information regarding physical 
commodities and note the respective jurisdictions of the SEC and CFTC. 
The Circular will also note that the forward contracts are traded on 
the LME, which is subject to regulation by the Securities and 
Investment Board in the United Kingdom and the Financial Services 
Authority. In addition, the Circular will indicate that OTC instruments 
or products may effectively be unregulated.
    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.
    The Circular will disclose that the NAV for shares will be 
calculated shortly after 4 p.m. ET each trading day.
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. The Amex will rely on its existing 
surveillance procedures governing Index Fund Shares. The Exchange 
currently has in place Information Sharing Agreements with 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. The Exchange also notes that the CBOT, CME, and 
NYBOT are members of the Intermarket Surveillance Group (``ISG''). As a 
result, the Exchange asserts that market surveillance information is 
available from the CBOT, CME, and NYBOT through ISG, if necessary, due 
to regulatory concerns that may arise in connection with the futures 
contracts.
Limitation of Exchange Liability
    Proposed Amex Rule 1605 provides that the Exchange and any of its 
agents will not be liable for damages, claims, losses or expenses 
caused by any errors, omissions, or delays in calculating or 
disseminating any underlying portfolio value, NAV or other information 
relating to the purchase, redemption or trading of Trust Units, 
resulting from: (i) Any negligent act or omission by the Exchange or 
any agent of the Exchange; or (ii) any act, condition or cause beyond 
the reasonable control of the Exchange or its agent.
2. Statutory Basis
    The Amex believes that the proposed rule change is consistent with 
the requirements of Section 6(b) of the Act \19\ in general, and 
furthers the objectives of Section 6(b)(5),\20\ of the Act in 
particular, in that it is designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in facilitating transactions in securities, and to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system.
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    \19\ 15 U.S.C. 78f(b).
    \20\ 15 U.S.C. 78f(b)(5).

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[[Page 54495]]

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange believes that the proposed rule change would not 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants or Others

    The Exchange states that no written comments were solicited or 
received with respect to the proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve such proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether 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 (http://
www.sec.gov/rules/sro.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File Number SR-Amex-2006-96 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 Number SR-Amex-2006-96. 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 (http://www.sec.gov/rules/
sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect 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, 100 F Street, NE., 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Copies of such filing also will be available for 
inspection and copying at the principal office of the Exchange. 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 Number SR-Amex-2006-96 and should be 
submitted on or before October 16, 2007.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\21\
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    \21\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
[FR Doc. E7-18841 Filed 9-24-07; 8:45 am]

BILLING CODE 8010-01-P
