[Federal Register Volume 71, Number 226 (Friday, November 24, 2006)]
[Notices]
[Pages 67935-67946]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E6-19847]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-54770; File No. SR-Amex-2006-76]


Self-Regulatory Organizations; American Stock Exchange LLC; 
Notice of Filing of a Proposed Rule Change and Amendments No. 1 and 2 
Thereto Relating to the Listing and Trading of the DB Multi-Sector 
Commodity Trust

 November 16, 2006.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on August 16, 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 prepared by Amex. The Amex filed 
Amendment No. 1 to the proposal on October 12, 2006.\3\ The Amex filed 
Amendment No. 2 to the proposal on November 3, 2006.\4\ The Commission 
is publishing this notice to solicit comments on the proposed rule 
change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(l).
    \2\ 17 CFR 240.19b-4.
    \3\ Amendment No. 1 (``Amendment No. 1'') supersedes and 
replaces the original filing in its entirety.
    \4\ In Amendment No. 2 (``Amendment No. 2''), Amex made 
clarifying changes to, including among others, details regarding the 
dissemination of the indicative value, and net asset value of the 
Investment Shares.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange pursuant to Commentary .07 to Amex Rule 1202 proposes 
to list and trade 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'').
    The text of the proposed rule change is available on the Amex's Web 
site at http://www.amex.com, at the principal office of the Amex, and 
at the Commission's Public Reference Room.

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 and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Amex has 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Pursuant to Commentary .07 to Amex Rule 1202, the Exchange may 
approve for listing and trading Trust Issued Receipts (``TIRs'') 
investing in shares or securities (the ``Investment Shares'') that hold 
investments in any combination of securities, futures contracts, 
options on futures contracts, swaps, forward contracts, commodities, or 
portfolios of investments. The Amex proposes to list for trading the 
shares of: (1) The Energy Fund (the ``Energy Fund Shares''); (2) the 
Oil Fund (the ``Oil Fund Shares''); (3) the Precious Metals Fund (the 
``Precious Metals Fund Shares''); (4) the Gold Fund (the ``Gold Fund 
Shares''); (5) the Silver Fund (the ``Silver Fund Shares''); (6) the 
Base Metals Fund (the ``Base Metals Fund Shares''); and (7) the 
Agriculture Fund (the ``Agriculture Fund Shares'') (collectively, the 
``Shares''), which represent beneficial ownership interests in the 
corresponding Master Fund's net assets, consisting 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, respectively (collectively, the 
``Master Funds'').
    The DB Multi-Sector Commodity Trust (the ``Trust'') is organized as 
a Delaware statutory trust with each of the Funds representing a series 
of the Trust. DB Multi-Sector Commodity Master Trust (the ``Master 
Trust'') is also organized as a Delaware statutory trust with each of 
the Master Funds representing a series of the Master Trust.

[[Page 67936]]

    The Master Funds will hold primarily \5\ futures contracts \6\ on 
the commodities 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 ReturnTM 
(``Agriculture Index'') (collectively, the ``Indexes''), as the case 
may be. Each of the Funds and each of the Master Funds are commodity 
pools operated by DB Commodity Services LLC (the ``Managing Owner''). 
The Managing Owner is registered as a commodity pool operator (``CPO'') 
\7\ and commodity trading advisor (``CTA'') \8\ with the Commodity 
Futures Trading Commission (``CFTC'') and a member of the National 
Futures Association (``NFA'').
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    \5\ 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.
    \6\ Following is a list of futures contracts in which the 
respective Master Fund may invest and the exchanges on which they 
trade: Energy Index--sweet light crude (New York Mercantile Exchange 
(``NYMEX'')); heating oil (NYMEX), brent crude oil 
(IntercontinentalExchange, Inc. (``ICE Futures'')), RBOB gasoline 
(NYMEX), natural gas (NYMEX); Oil Index--sweet light crude (NYMEX); 
Precious Metals Index--gold (New York Commodities Exchange 
(``COMEX''), a division of NYMEX), silver (COMEX); Gold Index--gold 
(COMEX); Silver Index--silver (COMEX); Base Metals Index--aluminum 
(London Metals Exchange (``LME'')), zinc (LME), copper-grade A 
(LME); Agriculture Index--corn (Chicago Board of Trade (``CBOT'')), 
wheat (CBOT), soybeans (CBOT), sugar (Board of Trade of the City of 
New York (``NYBOT'')).
    \7\ The Exchange states that a CPO means any person engaged in a 
business that is of the nature of an investment trust, syndicate, or 
similar form of enterprise, and who, in connection therewith, 
solicits, accepts, or receives from others, funds, securities, or 
property, either directly or through capital contributions, the sale 
of stock or other forms of securities, or otherwise, for the purpose 
of trading in any commodity for future delivery on or subject to the 
rules of any contract market or derivatives transaction execution 
facility, except that the term does not include such persons not 
within the intent of the definition of the term as the Commodity 
Futures Trading Commission may specify by rule, regulation, or 
order.
    \8\ Subject to certain exclusions set forth in Section 1a(6) of 
the Commodity Exchange Act, the Exchange states that the term CTA 
means any person who: (1) For compensation or profit, engages in the 
business of advising others, either directly or through 
publications, writings, or electronic media, as to the value of or 
the advisability of trading in (a) any contract of sale of a 
commodity for future delivery made or to be made on or subject to 
the rules of a contract market or derivatives transaction execution 
facility; (b) any commodity option authorized under Section 4c; or 
(c) any leverage transaction authorized under Section 19; or (2) for 
compensation or profit, and as part of a regular business, issues or 
promulgates analyses or reports concerning any of the activities 
referred to in clause (1).
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    The Managing Owner will serve as the CPO and CTA of each of the 
Funds and each of the Master Funds. 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,'' which typically involves effecting changes in the 
composition of a portfolio on the basis of judgment relating to 
economic, financial and market considerations with a view to obtaining 
positive results under all market conditions, but instead, seeks to 
track the performance of their respective Indexes.
    The Exchange submits that Commentary .07 to Amex Rule 1202 
accommodates the listing and trading of the Shares.
Introduction
    The Exchange recently received approval to list and trade shares of 
the DB Commodity Index Tracking Fund \9\ and the PowerShares DB G10 
Harvest Fund (formerly the DB Currency Index Value Fund) \10\ pursuant 
to this Commentary .07 to Amex Rule 1202. In the instant proposal, the 
Exchange proposes to list and trade the Shares pursuant to such Rules.
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    \9\ See Securities Exchange Act Release No. 53105 (January 11, 
2006), 71 FR 3129 (January 19, 2006) (SR-Amex-2005-059).
    \10\ See Securities Exchange Act Release No. 54450 (September 
14, 2006), 71 FR 55230 (September 21, 2006) (SR-Amex-2006-44).
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    Under Commentary .07(c) to Amex Rule 1202, the Exchange may list 
and trade TIRs investing in Investment Shares such as the Shares. The 
Shares will conform to the initial and continued listing criteria under 
Commentary .07(d) to Amex Rule 1202. Each of the Funds will be formed 
as a separate series of a Delaware statutory trust pursuant to a 
Certificate of Trust and a Declaration of Trust and Trust Agreement 
among Wilmington Trust Company, as trustee, the Managing Owner and the 
holders of the Shares.\11\
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    \11\ The Trust and the Funds will not be subject to registration 
and regulation under the Investment Company Act of 1940 (the ``1940 
Act'').
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Description of Indexes
    The Energy Index is intended to reflect the performance of the 
energy sector and is comprised of sweet light crude oil, heating oil, 
brent crude oil, RBOB gasoline, and natural gas. The Oil Index is 
intended to reflect the performance of crude oil and is comprised of 
sweet light crude oil.\12\ The Precious Metals Index is intended to 
reflect the performance of the precious metals sector and is comprised 
of gold and silver. The Gold Index is intended to reflect the 
performance of gold and is comprised of gold. The Silver Index is 
intended to reflect the performance of silver and is comprised of 
silver. The Base Metals Index is intended to reflect the performance of 
the base metals sector and is comprised of aluminum, zinc, and copper-
grade A. The Agriculture Index is intended to reflect the performance 
of the agriculture sector and is comprised of corn, wheat, soybeans, 
and sugar.
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    \12\ The Exchange notes that the commodities industry utilizes 
single-component indices because the purpose of a commodities index 
is generally to reflect the current market price of the index 
components by including the front-month futures contract with 
respect to each component, necessitating a continuous monthly roll-
over to a new front-month contract. As the underlying commodity is 
not static but rather is represented by constantly changing 
contracts, a single commodity index actually contains a changing 
series of components and is regarded by commodities industry 
professionals as a valuable tool in tracking the change in the value 
of the underlying commodity over time.
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    The sponsor of the Indexes is Deutsche Bank AG London (the ``Index 
Sponsor'').\13\
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    \13\ 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.
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    The Indexes are calculated by the Index Sponsor during the trading 
day on the basis of the most recently reported trade price for the 
relevant futures contract relating to the respective Index commodities 
and then applying such prices to the relevant notional amount. The 
market value of each Index commodity during the trading day will be 
equal to the number of futures contracts of each Index commodity 
represented in an Index multiplied by

[[Page 67937]]

the real-time futures contract price. As described below in the section 
``Dissemination of the Index and Underlying Futures Contract 
Information,'' the Indexes will be calculated and disseminated at least 
every 15 seconds from 9:21 a.m. to 4:15 p.m Eastern Time (``ET'') 
during the time the Shares trade on Amex.\14\ The closing level of each 
Index is calculated by Deutsche Bank AG London on the basis of closing 
prices for the applicable futures contracts relating to the respective 
Index commodities and applying such prices to the relevant notional 
amount. 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 and the Index Sponsor uses independent feeds 
from Reuters to verify all pricing information used to calculate the 
Index.
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    \14\ See Telephone Conference between Jeffrey Burns, Associate 
General Counsel, Amex; Sudhir Bhattacharyya, Assistant General 
Counsel, Amex; and Florence Harmon, Senior Special Counsel, Division 
of Market Regulation, Commission, on November 15, 2006 (``Telephone 
Conference'').
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    The Indexes include provisions for the replacement of expiring 
futures contracts. This replacement takes place over a period of time 
in order to lessen the impact on the market for the respective Index 
commodity. The replacement of a particular existing futures contract at 
any point in time is based on whether the existing contract is within a 
predetermined number of months of its expiration and the historical 
liquidity of the particular commodity as it approaches expiration. The 
new futures contract will be the contract with the maximum implied roll 
yield over the next 13 months. The maximum implied roll yield is 
determined by inputting the prices of the contracts expiring in future 
months and the price of the existing contract into a formula that 
compares the prices and accounts for the time value associated with 
those prices based on the time-to-expiration of each contract. If two 
(2) contracts for a particular commodity have the same maximum implied 
roll yield, the contract with the maximum yield and minimum time to 
expiration will be selected. Once the contract is selected, the monthly 
index roll will unwind the old futures contract and enter a position in 
the new contract. This will occur between the 2nd and 6th business days 
of the month. Rebalancing occurs annually in November during the first 
week in the case of futures contracts relating to all Index 
commodities.
    The Exchange states that the Indexes, other than the Oil Index, the 
Gold Index and the Silver Index, are adjusted annually in November to 
rebalance their composition in order to ensure that for each Index, the 
respective Index Commodities are weighted in the same proportion (the 
``Base Weight'') that such Index Commodities were weighted on the 
applicable base date (the ``Base Date''). The Indexes have been 
calculated back to their respective Base Dates. On the Base Date, the 
respective closing level for each Index was 100.
    The following table reflects the index base weights and Base Date 
of each Index:

------------------------------------------------------------------------
                                         Base
      Index commodity by index          weight          Base date
                                         (%)
------------------------------------------------------------------------
Energy Index........................  .........  June 4, 1990.
Sweet Light Crude Oil...............       22.5  .......................
Heating Oil.........................       22.5  .......................
Brent Crude Oil.....................       22.5  .......................
RBOB Gasoline.......................       22.5  .......................
Natural Gas.........................       10.0  .......................
Energy Index Closing Level..........  .........  100.
Oil Index...........................  .........  December 2, 1988.
Sweet Light Crude Oil...............        100  .......................
Oil Index Closing Level.............  .........  100.
Precious Metals Index...............  .........  December 2, 1988.
Gold................................       80.0  .......................
Silver..............................       20.0  .......................
Precious Metals Index Closing Level.  .........  100.
Gold Index..........................  .........  December 2, 1988.
Gold................................        100  .......................
Gold Index Closing Level............  .........  100.
Silver Index........................  .........  December 2, 1988.
Silver..............................        100  .......................
Silver Index Closing Level..........  .........  100.
Base Metals Index...................  .........  September 3, 1997.
Aluminum............................       33.3  .......................
Zinc................................       33.3  .......................
Copper-Grade A......................       33.3  .......................
Base Metals Index Closing Level.....  .........  100.
Agriculture Index...................  .........  December 2, 1988.
Corn................................       25.0  .......................
Wheat...............................       25.0  .......................
Soybeans............................       25.0  .......................
Sugar...............................       25.0  .......................
Agriculture Index Closing Level.....  .........  100.
------------------------------------------------------------------------

    The composition of any Index may be adjusted in the event that the 
Index Sponsor is not able to obtain information necessary from the 
relevant futures exchanges \15\ to calculate the daily and/or closing 
price for the Index

[[Page 67938]]

commodity or commodities in such Index. In connection with adjustments 
to 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).\16\ This is similar 
to the case for index options when prices are unavailable or 
unreliable.\17\
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    \15\ See section ``Dissemination of the Index and Underlying 
Futures Contracts Information,'' infra.
    \16\ The Exchange submits that for a temporary disruption of 
said futures contracts, the Index Sponsor will typically use the 
prior day's price for any Index commodity or commodities. However, 
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.
    \17\ The Options Clearing Corporation (``OCC''), pursuant to 
Article XVII, Section 4 of its By-Laws, is permitted to use the 
prior day's closing price to fix an index options exercise 
settlement value. In addition, OCC may also use the next day's 
opening price, a price or value at such other time as determined by 
OCC or an average of prices or values as determined by OCC.
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    The Managing Owner represents that it will seek to arrange to have 
the Indexes calculated and disseminated through a third party if the 
Index Sponsor ceases to calculate and disseminate the Indexes. If, 
however, the Managing Owner is unable to arrange the calculation and 
dissemination of any Index (or a Successor Index to such Index), the 
Exchange will undertake to delist the Shares related to said Index.\18\
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    \18\ If an Index is discontinued or suspended, the Managing 
Owner, in its sole discretion, may substitute an index substantially 
similar to the discontinued or suspended Index (the ``Successor 
Index''). The Successor Index may be calculated and/or published by 
any other third party. The Exchange represents that it would file 
and obtain approval of a proposed rule change pursuant to Rule 19b-4 
under the Act if a successor Index is used by the Managing Owner. 
The filing would address, among other things, the listing and 
trading characteristics of the Successor Index and the Exchange's 
surveillance procedures applicable to the Successor Index. In 
addition, the Exchange would file a proposed rule change pursuant to 
Rule 19b-4 under the Act when a new component to an Index is added 
using pricing information from a market with which the Exchange does 
not have a previously existing information sharing agreement or 
switches to using pricing information from such market with respect 
to an existing component when such component constitutes more than 
10% of the weight of the Index. Unless approved for continued 
trading, the Exchange would commence delisting proceedings.
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Commodity Futures Contracts and Related Options
    Sweet Light Crude Oil. The price of sweet light crude oil is 
volatile with fluctuations expected to affect the value of the Energy 
Fund Shares and the Oil Fund Shares. Sweet light crude oil is the 
world's most actively traded commodity. The Sweet Light Crude Oil 
futures contract traded on the NYMEX is the world's most liquid forum 
for crude oil trading, as well as the world's most liquid futures 
contract on a physical commodity. Due to the excellent liquidity and 
price transparency of the futures contract, it is used as a principal 
international pricing benchmark.
    Sweet light crude oil is preferred by refiners because of the 
relatively low sulfur content and high yields of high-value products 
such as gasoline, diesel fuel, heating oil and jet fuel. The futures 
contract trades in units of 1,000 barrels with a delivery point of 
Cushing, Oklahoma. The contract provides for delivery of several grades 
of domestic and internationally traded foreign crudes, and serves the 
diverse needs of the physical market.
    Heating Oil. The price of crude oil is volatile with fluctuations 
expected to affect the value of the Energy Fund Shares. Heating oil, 
also known as No. 2 fuel oil, accounts for about 25% of the yield of a 
barrel of crude oil, the second largest ``cut'' from oil after 
gasoline. The heating oil futures contract, listed and traded at the 
NYMEX, trades in units of 42,000 gallons (1,000 barrels) and is based 
on delivery in New York harbor, the principal cash market center. The 
heating oil futures contract is also used to hedge diesel fuel and jet 
fuel, both of which trade in the cash market at an often stable premium 
to the heating oil futures contract.
    Brent Crude Oil. The price of Brent crude oil is volatile with 
fluctuations expected to affect the value of the Energy Fund Shares. 
The Brent crude oil futures contract is listed and traded at the ICE 
Futures, an electronic marketplace for energy trading and price 
discovery. In Europe, Brent crude oil is the standard for futures 
contracts traded on the ICE Futures. Brent crude oil is the price 
reference for two-thirds of the world's traded oil.
    RBOB Gasoline. The price of RBOB (reformulated gasoline blendstock 
for oxygen blending) Gasoline is volatile with fluctuations expected to 
affect the value of the Energy Fund Shares. The RBOB Gasoline futures 
contract is listed and traded at the NYMEX. Gasoline is the largest 
single volume refined product sold in the United States and accounts 
for almost half of national oil consumption. It is a highly diverse 
market, with hundreds of wholesale distributors and thousands of retail 
outlets, making it subject to intense competition and price volatility. 
The NYMEX Division New York harbor RBOB futures contract trades in 
units of 42,000 gallons (1,000 barrels). It is based on delivery at 
petroleum products terminals in the harbor, the major East Coast 
trading center for imports and domestic shipments from refineries in 
the New York harbor area, or from the Gulf Coast refining centers.
    Natural Gas. The price of Natural Gas is volatile with fluctuations 
expected to affect the value of the Energy Fund Shares. The Natural Gas 
futures contract is listed and traded at the NYMEX. Natural gas 
accounts for almost a quarter of U.S. energy consumption. The NYMEX 
natural gas futures contracts trade in units of 10,000 million British 
Thermal Units and are based on delivery at the Henry Hub in Louisiana, 
the nexus of 16 intra- and inter-state natural gas pipeline systems 
that draw supplies from the region's prolific gas deposits. The 
pipelines serve markets throughout the U.S. East Coast, the Gulf Coast, 
the Midwest, and up to the Canadian border.
    Gold. The price of gold is volatile with fluctuations expected to 
affect the value of the Gold Fund Shares and the Precious Metals Fund 
Shares. The price movement of gold may be influenced by a variety of 
factors, including announcements from central banks regarding reserve 
gold holdings, agreements among central banks, political uncertainties, 
and economic concerns. NYMEX is the world's largest physical commodity 
futures exchange and the dominant market for the trading of energy and 
precious metals. The COMEX Division of the NYMEX commenced the trading 
of gold futures contracts on December 31, 1974.
    The trading unit of COMEX gold futures contracts is 100 troy 
ounces. Gold bars tendered for delivery can be cast in the form of 
either one bar or three one-kilogram bars. In either form, the gross 
weight of the bar or bars tendered for each contract must be within a 
five percent tolerance of the 100 oz. contract, and the bars must assay 
at not less than 995 fineness, i.e., 99.5% pure gold.
    Silver. The price of silver is volatile with fluctuations expected 
to affect the value of the Silver Fund Shares and the Precious Metals 
Fund Shares. The largest industrial users of silver are the 
photographic, jewelry, and electronic industries and developments in 
these industries among other factors may influence the price of silver.
    The trading unit of COMEX silver futures contracts is 5,000 troy 
ounces. Silver bars tendered for delivery can be cast in the form of 
either 1,000 or 1,100

[[Page 67939]]

troy ounce cast bars. In either form, the gross weight of the bar or 
bars tendered for each contract must be within a six percent tolerance 
of the 5,000 troy ounce contract, and the bars must assay at not less 
than .999 fineness, i.e., 99.9% pure silver.
    Aluminum. Changes in the price of aluminum are expected to affect 
the value of the Base Metals Fund Shares. The price movement of 
aluminum may be influenced by a variety of factors, including industry 
demands, production, political uncertainties, and economic concerns. 
Aluminum is the most heavily produced and consumed non-ferrous metal in 
the world. Its low density and malleability has been recognized and 
championed by the industrial world. Aluminum has many diverse 
applications ranging from beverage cans to cars. In 2001, world primary 
refined production totaled over 24 million tonnes. The total turnover 
for LME primary aluminum futures and options in 2001 was over 25 
million lots or 625 million tonnes. The LME has the most liquid 
aluminum contracts in the world.
    Despite being the most prolific metal on earth, aluminum only began 
to be used extensively once an inexpensive method for distilling it by 
means of electrolytic reduction was discovered in the mid-19th century. 
It is extremely light, pliable, has high conductivity and is resistant 
to rust. As a result, it has become the most extensively used metal in 
the world and more recently, the largest contract traded on the LME. 
LME introduced the aluminum futures contract in 1978.
    World production of aluminum is as follows: (1) Europe--33%; (2) 
United States--29%; (3) Asia--24%; (4) Oceania--9%; and (5) Africa--5%. 
Industry consumption of aluminum is as follows: (1) Transportation--
26%; (2) packaging--22%; (3) construction--22%; (4) machinery--8%; (5) 
electrical--8%; (6) consumer durables--7%; and (7) others--7%.
    Zinc. Zinc is commonly mined as a co-product with standard lead, 
and both metals have growing core markets for their consumption. For 
zinc, the main market is galvanizing, which accounts for almost half 
its modern-day demand. Zinc's electropositive nature enables metals to 
be readily galvanized, which gives added protection against corrosion 
to building structures, vehicles, machinery, and household equipment.
    Changes in the price of zinc are expected to affect the value of 
the Base Metals Fund Shares. The closing price of zinc is determined by 
reference to the official U.S. dollar cash settlement price per ton of 
the zinc futures contract traded on the LME. The price of zinc is 
primarily affected by the global demand for and supply of zinc. Demand 
for zinc is significantly influenced by the level of global industrial 
economic activity. The galvanized steel industrial sector is 
particularly important given that the use of zinc in the manufacture of 
galvanized steel accounts for approximately 50% of world-wide zinc 
demand. The galvanized steel sector is in turn heavily dependent on the 
automobile and construction sectors. A relatively widespread increase 
in the demand for zinc by the galvanized steel sector, particularly in 
China and the United States, has been the primary cause of the recent 
rise in zinc prices. An additional, but highly volatile, component of 
demand is adjustments to inventory in response to changes in economic 
activity and/or pricing levels. The supply of zinc concentrate (the raw 
material) is dominated by China, Australia, North America, and Latin 
America. The supply of zinc is also affected by current and previous 
price levels, which will influence investment decisions in new mines 
and smelters. It is not possible to predict the aggregate effect of all 
or any combination of these factors.
    Copper (Grade A). Copper was the first mineral that man extracted 
from the earth and along with tin gave rise to the Bronze Age. As the 
ages and technology progressed, the uses for copper increased. With the 
increased demand, exploration for the metal was extended throughout the 
world laying down the foundations for the industry as we know it today. 
Copper is an excellent conductor of electricity, as such one of its 
main industrial usage is for the production of cable, wire and 
electrical products for both the electrical and building industries. 
The construction industry also accounts for copper's second largest 
usage in such areas as pipes for plumbing, heating and ventilating, as 
well as building wire and sheet metal facings.
    The price of copper is volatile with fluctuations expected to 
affect the value of the Base Metals Fund Shares. The closing price of 
copper is determined by reference to the official U.S. dollar cash 
settlement price per ton of the copper futures contract traded on the 
LME. The price of copper is primarily affected by the global demand for 
and supply of copper.
    Demand for copper is significantly influenced by the level of 
global industrial economic activity. Industrial sectors that are 
particularly important include the electrical and construction sectors. 
In recent years, demand has been supported by strong consumption from 
newly industrializing countries, which continue to be in a copper-
intensive period of economic growth as they develop their 
infrastructure (such as China). An additional, but highly volatile, 
component of demand is adjustments to inventory in response to changes 
in economic activity and/or pricing levels. Apart from the United 
States, Canada, and Australia, the majority of copper concentrate 
supply (the raw material) comes from outside the Organization for 
Economic Cooperation and Development countries. Chile is the largest 
producer of copper concentrate. In previous years, copper supply has 
been affected by strikes, financial problems, and terrorist activity. 
Output has fallen particularly sharply in the ``African Copperbelt'' 
and in Bougainville, Papua, New Guinea.
    Corn. The price of corn is expected to fluctuate over time 
affecting the value of the Agriculture Fund Shares. The price movement 
of corn may be influenced by a variety of factors, including demand, 
crop production, political uncertainties, and economic concerns. Corn 
futures are traded on the CBOT with a unit of trading of 5,000 bushels.
    Wheat. The price of wheat is expected to fluctuate over time 
affecting the value of the Agriculture Fund Shares. The price movement 
of wheat may be influenced by a variety of factors, including demand, 
crop production, political uncertainties, and economic concerns. Wheat 
futures are traded on the CBOT with a unit of trading of 5,000 bushels.
    Soybeans. The price of soybeans is expected to fluctuate over time 
affecting the value of the Agriculture Fund Shares. The price movement 
of soybeans may be influenced by a variety of factors, including 
demand, crop production, political uncertainties, and economic 
concerns. Soybean futures are traded on the CBOT with a unit of trading 
of 5,000 bushels.
    Sugar. The price of sugar is expected to fluctuate over time 
affecting the value of the Agriculture Fund Shares. The price movement 
of sugar may be influenced by a variety of factors, including demand, 
crop production, political uncertainties, and economic concerns. Sugar 
futures are traded on the NYBOT with a unit of trading of 112,000 lbs.
Futures Regulation
    The Commodity Exchange Act (the ``CEA'') governs the regulation of 
commodity interest transactions, markets and intermediaries. The 
Exchange states that the CFTC administers the CEA, which requires 
commodity futures exchanges to have

[[Page 67940]]

rules and procedures to prevent market manipulation, abusive trade 
practices, and fraud. The Exchange states that the CFTC conducts 
regular review and inspection of the futures exchanges' enforcement 
programs.
    The Exchange states that the CEA provides for varying degrees of 
regulation of commodity interest transactions depending upon the 
variables of the transaction. In general, these variables include: (1) 
The type of instrument being traded (e.g., contracts for future 
delivery, options, swaps, or spot contracts); (2) the type of commodity 
underlying the instrument (distinctions are made between instruments 
based on agricultural commodities, energy and metals commodities, and 
financial commodities); (3) the nature of the parties to the 
transaction (retail, eligible contract participant, or eligible 
commercial entity); (4) whether the transaction is entered into on a 
principal-to-principal or intermediated basis; (5) the type of market 
on which the transaction occurs; and (6) whether the transaction is 
subject to clearing through a clearing organization.
    The Exchange notes that non-U.S. futures exchanges differ in 
certain respects from their U.S. counterparts. Importantly, non-U.S. 
futures exchanges are not subject to regulation by the CFTC, but rather 
are regulated by their home country regulator. In contrast to U.S. 
designated contract markets, some non-U.S. exchanges are principals' 
markets, where trades remain the liability of the traders involved, and 
the exchange or an affiliated clearing organization, if any, does not 
become substituted for any party. Due to the absence of a clearing 
system, the Exchange states that such exchanges are significantly more 
susceptible to disruptions. Further, participants in such markets must 
often satisfy themselves as to the individual creditworthiness of each 
entity with which they enter into a trade. Trading on non-U.S. 
exchanges is often in the currency of the exchange's home jurisdiction. 
Consequently, each of the Funds may be subject to the additional risk 
of fluctuations in the exchange rate between such currencies and U.S. 
dollars and the possibility that exchange controls could be imposed in 
the future. Trading on non-U.S. exchanges may differ from trading on 
U.S. exchanges in a variety of ways and, accordingly, may subject the 
Funds to additional risks.
    The Exchange states that CFTC and U.S. designated contract markets 
have established limits or position accountability rules (i.e., 
speculative position limits or position limits) on the maximum net long 
or net short speculative position that any person or group of persons 
under common trading control (other than a hedger) may hold, own or 
control in commodity interests. Among the purposes of speculative 
position limits is to prevent a corner or squeeze on a market or undue 
influence on prices by any single trader or group of traders.
    The Exchange also states that most U.S. futures exchanges limit the 
amount of fluctuation in some futures contracts or options on futures 
contract prices during a single trading session. These regulations 
specify what are referred to as daily price fluctuation limits (i.e., 
daily limits). The daily limits establish the maximum amount that the 
price of a futures contract or options on futures contract may vary 
either up or down from the previous day's settlement price. Once the 
daily limit has been reached in a particular futures contract or 
options on futures contract, no trades may be made at a price beyond 
the limit.
Structure of the Funds
    Funds. Each of the Funds is a separate series of a statutory trust 
formed pursuant to the Delaware Statutory Trust Act and will issue 
units of beneficial interest or shares that represent units of 
fractional undivided beneficial interest in and ownership of the 
respective Fund. Unless terminated earlier, each of the Funds is of a 
perpetual duration. The investment objective of each of the Funds is to 
reflect the performance of its corresponding Index, less the expenses 
of the operations of such Fund and the related Master Fund. Each of the 
Funds will pursue its investment objective by investing substantially 
all of its assets in the respective Master Funds. Each of the Shares 
will correlate with a corresponding Master Fund unit issued by the 
relevant Master Fund and held by the respective Funds.
    Master Funds. Each of the Master Funds is a separate series of a 
statutory trust formed pursuant to the Delaware Statutory Trust Act and 
will issue units of beneficial interest or shares that represent units 
of fractional undivided beneficial interest in and ownership of the 
respective Master Fund. Unless terminated earlier, each of the Master 
Funds is of a perpetual duration. The investment objective of each of 
the Master Funds is to reflect the performance of its respective Index, 
less the expenses of the operations of the relevant Fund and such 
Master Fund. Each of the Master Funds will pursue its investment 
objective by investing primarily in a portfolio of futures contracts on 
the commodities comprising its respective Index. In addition, the 
Master Funds will also hold cash and U.S. Treasury securities for 
deposit with futures commission merchants (``FCM'') as margin and other 
high credit quality short-term fixed income securities.
    Trustee. Wilmington Trust Company is the trustee (the ``Trustee'') 
of the Trust and the DB Multi-Sector Commodity Master Trust (the 
``Master Trust''). The Trustee has delegated to the Managing Owner the 
power and authority to manage and operate the day-to-day affairs of 
each of the Funds and the Master Funds.
    Managing Owner. The Managing Owner is a Delaware limited liability 
company that is registered with the CFTC as a CPO and CTA and is an 
affiliate of Deutsche Bank AG, the sponsor of the Funds and Master 
Funds. The Managing Owner will serve as the CPO and CTA of each Fund 
and each Master Fund and will manage and control all aspects of the 
business of the Funds. As a registered CPO and CTA, the Managing Owner 
is required to comply with various regulatory requirements under the 
CEA and the rules and regulations of the CFTC and the NFA, including 
investor protection requirements, anti-fraud prohibitions, disclosure 
requirements, reporting and recordkeeping requirements and is subject 
to periodic inspections and audits by the CFTC and NFA.
    Commodity Broker or Clearing Broker. Deutsche Bank Securities Inc. 
(the ``Commodity Broker'' or the ``Clearing Broker'') is an affiliate 
of the Managing Owner and is registered with the CFTC as a FCM. The 
Clearing Broker will execute and clear each Master Fund's futures 
contract transactions and will perform certain administrative services 
for each Master Fund.
    Administrator. The Bank of New York is the administrator for all of 
the Funds and the Master Funds (the ``Administrator''). The 
Administrator will perform or supervise the performance of services 
necessary for the operation and administration of each Fund and each 
Master Fund. These services include, but are not limited to, 
accounting, net asset value (``NAV'') \19\

[[Page 67941]]

calculations and other fund administrative services.
---------------------------------------------------------------------------

    \19\ NAV is the total assets of each Master Fund less total 
liabilities of such Master Fund, determined on the basis of 
generally accepted accounting principles. NAV per Master Fund share 
is the NAV of the relevant Master Fund divided by the number of 
outstanding Master Fund units. This will be the same for the Shares 
because of the one-to-one correlation between the Shares and the 
units of the corresponding Master Fund.
---------------------------------------------------------------------------

    Distributor. ALPS Distributors, Inc. is the distributor and will 
assist the Managing Owner and the Administrator with certain functions 
and duties relating to distribution and marketing, including reviewing 
and approving marketing materials.
Product Description
    A. Creation and Redemption of Shares. Issuances of the Shares will 
be made only in baskets of 200,000 shares or multiples thereof (the 
``Basket Aggregation'' or ``Basket''). Each of the Funds will issue and 
redeem its Shares on a continuous basis, by or through participants 
that have entered into participant agreements (each, an ``Authorized 
Participant'') \20\ with the Managing Owner at the corresponding NAV 
per share next determined after an order to purchase the relevant 
Shares in a Basket Aggregation is received in proper form. Following 
issuance, all of the Shares will be traded on the Exchange similar to 
other equity securities. Shares will be registered in book entry form 
through DTC.
---------------------------------------------------------------------------

    \20\ An ``Authorized Participant'' is a person, who at the time 
of submitting to the trustee an order to create or redeem one or 
more Baskets: (i) is a registered broker-dealer; (ii) is a 
Depository Trust Company (``DTC'') Participant or an Indirect 
Participant; and (iii) has in effect a valid Participant Agreement.
---------------------------------------------------------------------------

    Basket Aggregations will be issued in exchange for a cash amount 
equal to the corresponding NAV (described below) per share times 
200,000 Shares (the ``Basket Amount''). The Basket Amounts for each of 
the Funds will be determined on each business day by the Administrator. 
Authorized Participants that wish to purchase a Basket must transfer 
the corresponding Basket Amount to the Administrator (the ``Cash 
Deposit Amount''). Authorized Participants that wish to redeem a Basket 
will receive cash in exchange for each Basket surrendered in an amount 
equal to the NAV per Basket (the ``Cash Redemption Amount''). The 
Commodity Broker will be the custodian for all of the Master Funds and 
responsible for safekeeping each of the Master Funds' assets.
    All purchase orders received by the Administrator prior to 10:00 
a.m. ET will be settled by depositing with the Clearing Broker, the 
corresponding Cash Deposit Amount disseminated by the Administrator 
shortly after 10 a.m. on the next business day. Thus, the Administrator 
will disseminate shortly after 4 p.m. ET the amount of cash to be 
deposited for each Basket (200,000 Shares) order properly submitted by 
Authorized Participants prior to 4 p.m. ET that business day.
    The Shares will not be individually redeemable but will only be 
redeemable in Basket Aggregations. To redeem, an Authorized Participant 
will be required to accumulate enough Shares to constitute a Basket 
Aggregation (i.e., 200,000 Shares). An Authorized Participant redeeming 
a Basket Aggregation will receive the Cash Redemption Amount. Upon the 
surrender of the Shares and payment of applicable redemption 
transaction fee, taxes or charges, the Administrator will deliver to 
the redeeming Authorized Participant the Cash Redemption Amount. 
Redemption orders must be placed by 10 a.m., ET. The day on which the 
Managing Owner receives a valid redemption order is the redemption 
order date. Redemption orders are irrevocable. The redemption 
procedures allow Authorized Participants to redeem Baskets. Individual 
Shareholders may not redeem directly from a Fund. Instead, individual 
Shareholders may only redeem Shares in integral multiples of 200,000 
and only through an Authorized Participant.
    The Basket Amount necessary for the creation of a Basket will 
change from day to day. On each day that the Amex is open for regular 
trading, the Administrator will adjust each Cash Deposit Amount as 
appropriate to reflect the prior day's NAV (discussed below) and 
accrued expenses for each Fund. The Administrator will determine the 
Cash Deposit Amounts for a given business day by multiplying the NAV 
for each Share by the number of Shares in each Basket (200,000).
    On each business day, the Administrator will make available 
immediately prior to the opening of trading on the Amex, through the 
facilities of the Consolidated Tape Association (``CTA''), the 
estimated Basket Amount for the creation of a Basket. The Amex will 
disseminate at least every 15 seconds throughout the trading day, via 
the facilities of the CTA, amounts representing on a per share basis, 
the current values of the Basket Amounts for each of the Funds 
(Indicative Fund Value as described below). It is anticipated that the 
deposit of the Cash Deposit Amount in exchange for a Basket will be 
made primarily by institutional investors, arbitrageurs, and the 
Exchange specialist. Baskets are then separable upon issuance into 
identical shares that will be listed and traded on the Amex.\21\ The 
Shares are expected to be traded on the Exchange by professionals, as 
well as institutional and retail investors. Shares may be acquired in 
two (2) ways: (1) Through a deposit of the Cash Deposit Amount 
corresponding with the Shares to be acquired with the Administrator 
during normal business hours by Authorized Participants; or (2) through 
a purchase on the Exchange by investors.
---------------------------------------------------------------------------

    \21\ The Shares are separate and distinct from the shares of the 
Master Funds consisting primarily of futures contracts on 
commodities tracking the DBLCI-OY. The Exchange expects that the 
number of outstanding Shares will increase and decrease as a result 
of creations and redemptions of Baskets.
---------------------------------------------------------------------------

    B. Net Asset Value (NAV). Shortly after 4 p.m. ET each business 
day, the Administrator will determine the NAV for each of the Funds, 
utilizing the current settlement value of the particular commodity 
futures contracts. In calculating the NAV, the Administrator will value 
all futures contracts based on that day's settlement price. However, if 
a futures contract on a trading day cannot be liquidated due to the 
operation of daily limits or other rules of an exchange upon which such 
futures contract is traded, the settlement price on the most recent 
trading day on which futures contract could have been liquidated will 
be used in determining each Master Fund's NAV. Accordingly, for both 
U.S. and non-U.S. futures contracts, the Administrator will typically 
use that day's futures settlement price for determining NAV.\22\ Also, 
at or about 4 p.m. ET each business day, the Administrator will 
determine the Basket Amounts for orders placed by Authorized 
Participants received before 4 p.m. ET that day. Thus, although 
Authorized Participants place orders to purchase Shares throughout the 
trading day, the actual Basket Amounts are determined at 4 p.m. ET or 
shortly thereafter.
---------------------------------------------------------------------------

    \22\ In the event the NAV is no longer calculated or 
disseminated to all market participants at the same time, the 
Exchange would immediately contact the Commission to discuss 
measures that may be appropriate under the circumstances.
---------------------------------------------------------------------------

    Shortly after 4 p.m. ET each business day, the Administrator, Amex, 
and Managing Owner will disseminate the NAVs for the Shares and the 
Basket Amounts (for orders placed during the day). The Basket Amounts 
and the NAVs are communicated by the Administrator to all Authorized 
Participants via facsimile or electronic mail message and the NAV will 
be available on the Fund's Web site at http://dbfunds.db.com.\23\ The 
Amex

[[Page 67942]]

will also disclose the NAVs and Basket Amounts on its Web site.
---------------------------------------------------------------------------

    \23\ Telephone Conference (clarifying the Fund's Web site 
address). If the NAV is not disseminated to all market participants 
at the same time, the Exchange will halt trading in the Shares of a 
Fund. However, if a Fund temporarily does not disseminate the NAV to 
all market participants at the same time, the Exchange will 
immediately contact the Commission staff to discuss measures that 
may be appropriate under the circumstances.
---------------------------------------------------------------------------

    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.
    The NAV for the Funds are total assets of the corresponding Master 
Fund less total liabilities of such Master Fund. The NAV is calculated 
by including any unrealized profit or loss on futures contracts and any 
other credit or debit accruing to such Master Fund but unpaid or not 
received by the Master Fund. The NAV is then used to compute all fees 
(including the management and administrative fees) that are calculated 
from the value of such Master Fund's assets. The Administrator will 
calculate the NAV per share by dividing the NAV by the corresponding 
number of Shares outstanding.
    The Exchange believes that none of the Shares will trade at a 
material discount or premium to the Shares of the corresponding Master 
Fund held by the corresponding Fund based on potential arbitrage 
opportunities. Due to the fact that the Shares can be created and 
redeemed only in Basket Aggregations at NAV, the Exchange submits that 
arbitrage opportunities should provide a mechanism to mitigate the 
effect of any premiums or discounts that may exist from time to time.
Dissemination of the Index and Underlying Futures Contracts Information
    The Index Sponsor will publish the value of each of the Indexes at 
least every fifteen (15) seconds through Bloomberg, Reuters, and on the 
Fund's Web site at http://dbfunds.db.com. The Index Sponsor will 
similarly provide the related closing levels. In addition, the Index 
Sponsor and the Exchange on their respective Web sites will also 
provide any adjustments or changes to any of the Indexes.\24\
---------------------------------------------------------------------------

    \24\ See supra footnote 6.
---------------------------------------------------------------------------

    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 the particular contracts. The particular 
futures exchange for each futures contact with Web site information is 
set forth as follows: (i) Aluminum, zinc and copper--grade A--LME at 
www.lme.com; (ii) corn, wheat and soybeans--CBOT at www.cbot.com; (iii) 
crude oil, heating oil, RBOB gasoline, natural gas, gold, and silver--
NYMEX at www.nymex.com; (iv) brent crude oil--ICE Futures at 
www.theice.com; and (v) sugar--NYBOT at www.nybot.com. In addition, 
various data vendors and news publications publish futures prices and 
data. The Exchange represents that futures quotes and last sale 
information for the commodities underlying each of the Indexes are 
widely disseminated through a variety of major market data vendors 
worldwide, including Bloomberg and Reuters. In addition, the Exchange 
further represents that complete real-time data for such futures is 
available by subscription from Reuters and Bloomberg. The CBOT, LME, 
NYMEX, ICE Futures, and NYBOT also provide delayed futures information 
on current and past trading sessions and market news free of charge on 
their respective Web sites. The specific contract specifications for 
the futures contracts are also available from the futures exchanges on 
their Web sites, as well as other financial informational sources.
Availability of Information Regarding the Shares
    The Web site for each of the Funds (http://dbfunds.db.com) 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 \25\ 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.
---------------------------------------------------------------------------

    \25\ The bid-ask price of Shares is determined using the highest 
bid and lowest offer as of the time of calculation of the NAV.
---------------------------------------------------------------------------

    As described above, the respective NAVs for the Funds will be 
calculated and disseminated daily to all market participants at the 
same time. The Amex also intends to disseminate for each of the Funds 
on a daily basis by means of CTA/CQ High Speed Lines information with 
respect to the corresponding Indicative Fund Value (as discussed 
below), recent NAV, and shares outstanding. The Exchange will also make 
available on its Web site daily trading volume of each of the Shares, 
closing prices of such Shares, and the corresponding NAV. 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. In addition, the Exchange will 
provide a hyperlink on its Web site at http://www.amex.com to the 
Fund's Web site at http://dbfunds.db.com, which will display all 
intraday and closing index levels, the intraday Indicative Fund Value 
(see below), and NAV.\26\
---------------------------------------------------------------------------

    \26\ Telephone Conference.
---------------------------------------------------------------------------

Dissemination of Indicative Fund Value
    As noted above, the Administrator calculates the NAV of each of the 
Funds once each trading day. In addition, the Administrator causes to 
be made available on a daily basis the corresponding Cash Deposit 
Amounts to be deposited in connection with the issuance of the 
respective Shares in Basket Aggregations. In addition, investors can 
request such information directly from the Administrator.
    In order to provide updated information relating to each of the 
Funds for use by investors, professionals, and persons wishing to 
create or redeem the Shares, the Exchange will disseminate through the 
facilities of CTA and the Fund's Web site (http://dbfunds.db.com) 
updated Indicative Fund Values (the ``Indicative Fund Value'') for each 
of the Funds. The respective Indicative Fund Values will be 
disseminated on a per Share basis every 15 seconds during regular Amex 
trading hours of 9:30 a.m. to 4:15 p.m. ET. The Indicative Fund Values 
will be calculated based on the cash required for creations and 
redemptions (i.e., NAV x 200,000) for the respective Funds adjusted to 
reflect the price changes of the corresponding Index commodities 
through investments held by the related Master Funds, i.e., futures 
contracts.\27\
---------------------------------------------------------------------------

    \27\ Id. (deleting the reference to options on futures).
---------------------------------------------------------------------------

    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. The value of a Share may 
accordingly be influenced by non-concurrent trading hours between the 
Amex and the various futures exchanges on which the futures contracts 
based on the Index commodities are traded.

[[Page 67943]]

While the Shares will trade on the Amex from 9 a.m. to 4:15 p.m. ET, 
the table below lists the trading hours for each of the Index 
commodities underlying the futures contracts.

----------------------------------------------------------------------------------------------------------------
            Index Commodity                   Futures Exchange                    Trading Hours (ET)
----------------------------------------------------------------------------------------------------------------
Aluminum, Zinc, Copper-Grade A.........  LME.......................  6:55 a.m.-noon.
Gold, Silver...........................  NYMEX.....................  8:20 a.m.-1:30 p.m.
Crude Oil, Heating Oil, RBOB...........  NYMEX.....................  10 a.m.-2:30 p.m.
Gasoline, Natural Gas.                                               ...........................................
Brent Crude Oil........................  ICE Futures...............  8 p.m.-5 p.m. (next day).
Corn, Wheat, Soybeans..................  CBOT......................  10:30 a.m.-2:15 p.m.
Sugar..................................  NYBOT.....................  9 a.m.-noon.
----------------------------------------------------------------------------------------------------------------

    While the market for futures trading for each of the Index 
commodities is open, the respective Indicative Fund Values can be 
expected to closely approximate the value per share of the 
corresponding Basket Amount. However, during Amex trading hours when 
the futures contracts have ceased trading, spreads and resulting 
premiums or discounts may widen, and therefore, increase the difference 
between the price of the Shares and the NAV of such Shares. Any 
Indicative Fund Value on a per Share basis disseminated during Amex 
trading hours should not be viewed as a real time update of its 
corresponding NAV, which is calculated only once a day.\28\
---------------------------------------------------------------------------

    \28\ All of the relevant futures contracts trade in U.S. 
dollars.
---------------------------------------------------------------------------

    The Exchange believes that dissemination of the Indicative Fund 
Values based on the cash amount required for its corresponding Basket 
Aggregation provides additional information regarding the Funds that is 
not otherwise available to the public and is useful to professionals 
and investors in connection with the related Shares trading on the 
Exchange or the creation or redemption of such Shares.
Termination Events
    The Trust, or, as the case may be, any Fund will dissolve if any of 
the following circumstances occur: (1) The filing of a certificate of 
dissolution or revocation of the Managing Owner's charter (subject to 
90-day notice period) or upon the withdrawal, removal, adjudication or 
admission of bankruptcy or insolvency of the Managing Owner, or an 
event of withdrawal, subject to exceptions; (2) the occurrence of any 
event which would make unlawful the continued existence of the Trust or 
any Fund, as the case may be; (3) the event of the suspension, 
revocation or termination of the Managing Owner's registration as a 
CPO, or membership as a CPO with the NFA, subject to certain 
conditions; (4) the Trust or any Fund, as the case may be, becomes 
insolvent or bankrupt; (5) shareholders holding Shares representing at 
least 50% of the NAV (excluding the Shares of the Managing Owner) 
notify the Managing Owner that they wish to dissolve the Trust; (6) the 
determination of the Managing Owner that the aggregate net assets of a 
Fund in relation to the operating expenses of such Fund make it 
unreasonable or imprudent to continue the business of such Fund, or, in 
the exercise of its reasonable discretion, the determination by the 
Managing Owner to dissolve the Trust because the aggregate NAV of the 
Trust as of the close of business on any business day declines below 
$10 million; (7) the Trust or any Fund becoming required to register as 
an investment company under the Investment Company Act of 1940; or (8) 
DTC is unable or unwilling to continue to perform its functions, and a 
compatible replacement is unavailable.
    If not terminated earlier, the Funds will endure perpetually.
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 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; \29\
---------------------------------------------------------------------------

    \29\ If an Index Value is not being disseminated by one or more 
major market data vendors, the Exchange may halt trading during the 
day in which the interruption to the dissemination of such Index 
Value occurs. If the interruption to the dissemination of an 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 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; \30\ or
---------------------------------------------------------------------------

    \30\ If an Indicative Fund Value is not being disseminated by 
one or more major market data vendors, the Exchange may halt trading 
during the day in which the interruption to the dissemination of 
such Indicative Fund Value occurs. If the interruption to the 
dissemination of an Indicative Fund 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.
---------------------------------------------------------------------------

     If such other event shall occur or condition exists which 
in the opinion of the Exchange makes further dealings on the Exchange 
inadvisable.
    Additionally, the Exchange will file a proposed rule change 
pursuant to Rule 19b-4 under the Act seeking approval to continue 
trading the Shares of a Fund and, unless approved, the Exchange will 
commence delisting the Shares of such Fund if:
     The Index Sponsor substantially changes either the Index 
component selection methodology or the weighting methodology;
     A successor or substitute index is used in connection with 
the Shares; \31\
---------------------------------------------------------------------------

    \31\ If the Managing Owner uses a successor or substitute index, 
the Exchange's filing will address, among other things, the listing 
and trading characteristics of the successor or substitute index and 
the Exchange's surveillance procedures applicable thereto.
---------------------------------------------------------------------------

     More than a temporary disruption exists in connection with 
the pricing of the futures contracts comprising an Index or the 
calculation of the NAV or the dissemination of the NAV to all market 
participants at the same time is more than temporarily disrupted.
    Deutsche Bank Securities Inc., as the initial purchaser (the 
``Initial Purchaser''), will initially purchase and

[[Page 67944]]

take delivery of 200,000 Shares of each Fund, which comprises the 
initial Basket of each Fund, at a purchase price of $25.00 per Share 
($5,000,000 per Basket) pursuant to an Initial Purchaser Agreement. The 
Initial Purchaser proposes to offer to the public these Shares at a 
per-share offering price that will vary depending on, among other 
factors, the respective trading price of the Shares on the Amex, the 
NAV per Share and the supply of and demand for the Shares at the time 
of the offer. Shares offered by the Initial Purchaser at different 
times may have different offering prices. The Initial Purchaser will 
not receive from any Fund, the Managing Owner or any of their 
affiliates, any fee or other compensation in connection with the sale 
of these Shares to the public. The Initial Purchaser may charge a 
customary brokerage commission.
    The Managing Owner has agreed to indemnify certain parties against 
certain liabilities, including liabilities under the Securities Act of 
1933, and to contribute to payments that such parties may be required 
to make in respect thereof.
    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.
Original and Annual Listing Fees
    The Amex original listing fee applicable to the listing of the 
Funds is $5,000 per Fund. 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 the Funds 
outstanding at the end of each calendar year.
Disclosure
    The Exchange, in an Information Circular (described below) 
distributed to Exchange members and member organizations, will inform 
members and member organizations, prior to commencement of trading, of 
the prospectus delivery requirements applicable to the Funds. The 
Exchange notes that investors purchasing Shares directly from the 
respective Funds (by delivery of the corresponding Cash Deposit 
Amounts) will receive a prospectus. Amex members purchasing Shares from 
the corresponding Funds for resale to investors will deliver a 
prospectus to such investors.
Purchase and Redemptions in Basket Aggregations
    In the Information Circular (described below), members and member 
organizations will be informed that procedures for purchases and 
redemptions of Shares in Basket Aggregations are described in the 
Prospectus and that Shares are not individually redeemable but are 
redeemable only in Basket Aggregations or multiples thereof.
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 \32\ 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 4:15 
p.m. ET each business day and will trade in a minimum price variation 
of $0.01 pursuant to Amex Rule 127. Trading rules pertaining to odd-lot 
trading in Amex equities (Amex Rule 205) will also apply.
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    \32\ For example, Commentary .07(e) to Amex Rule 1202 prohibits 
the specialist in the Shares from 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)(3) to Amex Rule 1202 also prohibits the 
specialist in the Shares from using any material nonpublic 
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.
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    Amex Rule 154, Commentary .04(c) provides that stop and stop limit 
orders to buy or sell a security (other than an option, which is 
covered by Amex Rule 950(f) and Commentary thereto) the price of which 
is derivatively priced based upon another security or index of 
securities, may with the prior approval of a Floor Official, be elected 
by a quotation, as set forth in Commentary .04(c) (i-v). The Exchange 
has designated the Shares as eligible for this treatment.\33\
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    \33\ See Securities Exchange Act Release No. 29063 (April 10, 
1991), 56 FR 15652 (April 17, 1991), at note 9, regarding the 
Exchange's designation of equity derivative securities as eligible 
for such treatment under Amex Rule 154, Commentary .04(c).
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    The Shares will be deemed ``Eligible Securities,'' as defined in 
Amex Rule 230, for purposes of the Intermarket Trading System Plan and 
therefore will be subject to the trade through provisions of Amex Rule 
236 which require that Amex members avoid initiating trade-throughs for 
ITS securities.
    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.\34\ 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.\35\ 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. Commentary .07(f) to Amex 
Rule 1202 sets forth this limited exception to Amex Rule 170.
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    \34\ See Commentary .05 to Amex Rule 190.
    \35\ 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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    The trading of the Shares will be subject to certain conflict of 
interest provisions set forth in Commentary .07(e) to Amex Rule 1202. 
Specifically, Commentary .07(e) 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 affiliated person of the specialist consistent 
with Amex Rule 193 may be afforded an exemption to act in a market-
making capacity, other than as a specialist in the Shares on another 
market center, in the underlying asset, related futures or options or 
any other related derivative. Commentary .07(e) further 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.
    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.

[[Page 67945]]

    As a general matter, the Exchange has regulatory jurisdiction over 
its members, member organizations and approved persons of a member 
organization. The Exchange also has regulatory jurisdiction over any 
person or entity controlling a member organization as well as a 
subsidiary or affiliate of a member organization that is in the 
securities business. A subsidiary or affiliate of a member organization 
that does business only in commodities or futures contracts would not 
be subject to Exchange jurisdiction, but the Exchange could obtain 
information regarding the activities of such subsidiary or affiliate 
through surveillance sharing agreements with regulatory organizations 
of which such subsidiary or affiliate is a member.
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. If an Index Value, or an Indicative Fund Value, is 
not being disseminated, as required, by one or more major market data 
vendors, the Exchange may halt trading during the day in which the 
interruption to the dissemination of such Index Value or Indicative 
Fund Value occurs.\36\ If the interruption to the dissemination of an 
Index Value or Indicative Fund 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.\37\
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    \36\ Telephone Conference.
    \37\ Id.
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Suitability
    The Information Circular (described below) will inform members and 
member organizations of the characteristics of the Funds 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 Amex 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, 
such as currency fluctuation risk. Specifically, the Circular, among 
other things, will discuss what the Shares are, how a Basket is created 
and redeemed, the requirement that members and member firms deliver a 
prospectus to investors purchasing newly issued Shares, applicable Amex 
rules, dissemination information, trading information, and applicable 
suitability rules.\38\ The Circular will also 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 reference that there is no regulated source of last 
sale information regarding physical commodities and that the Commission 
has no jurisdiction over the trading of physical commodities or related 
futures contracts on which the value of the Shares is based.\39\
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    \38\ Id.
    \39\ Id.
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    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.
    The Circular will disclose that the trading hours of the Shares of 
the Funds will be from 9:30 a.m. to 4:15 p.m. ET and that the NAV for 
the Shares of the Funds will be calculated shortly after 4 p.m. ET each 
trading day. Information about the Shares of each Fund and the 
corresponding Indexes will be publicly available on the Amex Web site 
and each Fund's Web site.
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 Exchange's surveillance 
procedures for the Shares will be similar to those used for other TIRs 
(such as the Currency Trust Shares and the DB Commodity Index Tracking 
Fund) and exchange-traded funds and will incorporate and rely upon 
existing Amex surveillance procedures governing options and equities. 
Specifically, the Exchange will rely on its existing surveillance 
procedures applicable to TIRs, Portfolio Depository Receipts and Index 
Fund Shares.\40\ The Exchange currently has in place a 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.\41\ The Exchange also notes that the CBOT and 
NYBOT are members of the Intermarket Surveillance Group (``ISG''). As a 
result, the Exchange asserts that market surveillance information is 
available from ICE Futures, LME, NYBOT, and NYMEX, if necessary, due to 
regulatory concerns that may arise in connection with the futures 
contracts.
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    \40\ Id.
    \41\ Id.
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2. Statutory Basis
    The Exchange believes that the proposed rule change, as amended, is 
consistent with section 6(b) of the Act,\42\ in general, and furthers 
the objectives of section 6(b)(5) \43\ 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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    \42\ 15 U.S.C. 78f(b).
    \43\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition.

[[Page 67946]]

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

    The Exchange did not receive any written comments on 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 Exchange 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.
    The Commission is considering granting accelerated approval of the 
proposed rule change, as amended, at the end of a 15-day comment 
period.\44\
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    \44\ Amex has requested accelerated approval of this proposed 
rule change, as amended, prior to the 30th day after the date of 
publication of the notice of the filing thereof, following the 
conclusion of a 15-day comment period. Telephone Conference.
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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 at http://www.sec.gov/rules/sro.shtml or
     Send an e-mail to [email protected]. 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 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 December 
11, 2006.
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    \45\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\45\
Nancy M. Morris,
Secretary.
[FR Doc. E6-19847 Filed 11-22-06; 8:45 am]
BILLING CODE 8011-01-P