[Federal Register: December 16, 2005 (Volume 70, Number 241)]
[Notices]
[Page 74850-74859]
[DOCID:fr16de05-103]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-52940; File No. SR-Amex-2005-059]

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 Commodity Index
Tracking Fund

 December 12, 2005.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'' or ``Exchange Act''),\1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on May 27, 2005, the American Stock Exchange LLC
(``Amex'' or ``Exchange'') filed with the Securities and Exchange
Commission (``SEC'' or ``Commission'') the proposed rule change as
described in Items I, II, and III below, which Items have been prepared
by the Amex. On September 15, 2005, the Amex filed Amendment No. 1 to
the proposed rule change.\3\ On November 15, 2005, the Amex filed
Amendment No. 2 to the proposed rule change.\4\ 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.
    \3\ See Partial Amendment dated September 15, 2005 (``Amendment
No. 1''). In Amendment No. 1, the Amex made clarifying changes to
the purpose section.
    \4\ See Partial Amendment dated November 15, 2005 (``Amendment
No. 2'').
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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 Commentary .07 to Amex Rule 1202
to permit the listing and trading of shares of trust issued receipts
(``TIRs'') that invest in shares or securities (the ``Investment
Shares'') of a trust, partnership, commodity pool or other similar
entity that holds investments comprising, or otherwise based on, any
combination of securities, futures contracts, swaps, forward contracts,

options on futures contracts, commodities or portfolios of investments.
Also in this proposal, the Exchange, pursuant to proposed Commentary
.07 to Amex Rule 1202, seeks to list and trade the DB Commodity Index
Tracking Fund (the ``Trust'' or ``Fund'').
    Below is the text of the proposed rule change. Proposed new
language is in italics.
* * * * *

Trading of Trust Issued Receipts

    Rules 1200-1201. No Change.
    Rule 1202(a) through (e). No Change.

Commentary

    .01 through .06 No Change
    .07 (a) The provisions of this Commentary apply only to Trust
Issued Receipts where the trust holds ``Investment Shares'' as defined
below. Rules that reference Trust Issued Receipts shall also apply to
Trust Issued Receipts investing in Investment Shares.
    (b) Definitions. The following terms as used in this Commentary
shall, unless the context otherwise requires, have the meanings herein
specified:
    (1) Investment Shares. The term ``Investment Shares'' means a
security (a) that is issued by a trust, partnership, commodity pool or
other similar entity that invests in any combination of futures
contracts, options on futures contracts, forward contracts,
commodities, swaps or high credit quality short-term fixed income
securities or other securities; and (b) issued and redeemed daily at
net asset value in amounts correlating to the number of receipts
created and redeemed in a specified aggregate minimum number.
    (2) Futures Contract. The term ``futures contract'' is commonly
known as a ``contract of sale of a commodity for future delivery'' set
forth in Section 2(a) of the Commodity Exchange Act.
    (3) Forward Contract. A forward contract is a contract between two
parties to purchase and sell a specific quantity of a commodity at a
specified price with delivery and settlement at a future date. Forwards
are traded over-the-counter (``OTC'') and not listed on a futures
exchange.
    (c) Designation. The Exchange may list and trade Trust Issued
Receipts investing in Investment Shares. Each issue of a Trust Issued
Receipt based on a particular Investment Share shall be designated as a
separate series and shall be identified by a unique symbol.
    (d) Initial and Continued Listing. Trust Issued Receipts based on
Investment Shares will be listed and traded on the Exchange subject to
application of the following criteria:
    (1) Initial Listing--The Exchange will establish a minimum number
of receipts required to be outstanding at the time of commencement of
trading on the Exchange.
    (2) Continued Listing--The Exchange will remove from listing Trust
Issued Receipts based on an Investment Share under any of the following
circumstances:
    (i) if following the initial twelve month period following the
commencement of trading of the shares, (A) the Issuer has more than 60
days remaining until termination and there are fewer than 50 record
and/or beneficial holders of Trust Issued Receipts for 30 or more
consecutive trading days; (B) if the Issuer has fewer than 50,000
securities or shares issued and outstanding; or (C) if the market value
of all securities or shares issued and outstanding is less than
$1,000,000;
    (ii) if the value of an underlying index or portfolio is no longer
calculated or available on at least a 15-second delayed basis or the
Exchange stops providing a hyperlink on its website to any such asset
or investment value;
    (iii) if the Indicative Value is no longer made available on at
least a 15-second delayed basis; or
    (iv) if such other event shall occur or condition exists which in
the opinion of the Exchange makes further dealings on the Exchange
inadvisable.
    Upon termination of the trust, the Exchange requires that Trust
Issued Receipts issued in connection with such trust be removed from
Exchange listing. A trust may terminate in accordance with the
provisions of the trust prospectus, which may provide for termination
if the value of the trust falls below a specified amount.
    (3) Term--The stated term of the trust shall be as stated in the
prospectus. However, such entity may be terminated under such earlier
circumstances as may be specified in the trust prospectus.
    (4) Trustee--The following requirements apply:
    (i) The trustee of a trust must be a trust company or banking
institution having substantial capital and surplus and the experience
and facilities for handling corporate trust business. In cases where,
for any reason, an individual has been appointed as trustee, a
qualified trust company or banking institution must be appointed co-
trustee.
    (ii) No change is to be made in the trustee of a listed issue
without prior notice to and approval of the Exchange.
    (5) Voting--Voting rights shall be as set forth in the applicable
trust prospectus.
    (e) Rule 175(c) shall be deemed to prohibit an equity specialist,
his member organization, or any other member, limited partner, officer,
or approved person thereof from acting as a market maker or functioning
in any capacity involving market-making responsibilities in an
underlying asset or commodity, related futures or options on futures,
or any other related derivatives. However, an approved person of an
equity specialist that has established and obtained Exchange approval
of procedures restricting the flow of material, non-public market
information between itself and the specialist member organization
pursuant to Rule 193, and any member, officer, or employee associated
therewith, may act in a market making capacity, other than as a
specialist in the Trust Issued Receipts on another market center, in
the underlying asset or commodity, related futures or options on
futures, or any other related derivatives.
    (f) In connection with the Trust Issued Receipts listed under this
Commentary, Commentaries .01, .02 and .07 of Rule 170 shall not apply
to the trading of receipts for the purpose of bringing the price of the
receipt into parity with the value of the underlying asset or commodity
on which the receipts are based, with the net asset value of the
receipts or with a futures contract on the underlying asset or
commodity on which the receipts are based. Such transactions must be
effected in a manner that is consistent with the maintenance of a fair
and orderly market and with the other requirements of this rule and the
supplementary material herein.
    (g)(1) The member organization acting as specialist in Trust Issued
Receipts is obligated to conduct all trading in the receipts in its
specialist account, subject only to the ability to have one or more
investment accounts, all of which must be reported to the Exchange (See
Rule 170). In addition, the member organization acting as specialist in
the Trust Issued Receipts must file, with the Exchange, in a manner
prescribed by the Exchange, and keep current a list identifying all
accounts for trading the underlying physical asset or commodity,
related futures or options on futures, or any other related
derivatives, which the member organization acting as specialist may
have or over which it may exercise investment discretion. No member
organization acting as specialist in the Trust Issued Receipts shall
trade in the underlying physical

asset or commodity, related futures or options on futures, or any other
related derivatives, in an account in which a member organization
acting as specialist, directly or indirectly, controls trading
activities, or has a direct interest in the profits or losses thereof,
which has not been reported to the Exchange as required by this Rule.
    (2) In addition to the existing obligations under Exchange rules
regarding the production of books and records (See, e.g. Rule 31), the
member organization acting as a specialist in Trust Issued Receipts
shall make available to the Exchange such books, records or other
information pertaining to transactions by such entity or any member,
member organization, limited partner, officer or approved person
thereof, registered or non-registered employee affiliated with such
entity for its or their own accounts in the underlying physical asset
or commodity, related futures or options on futures, or any other
related derivatives, as may be requested by the Exchange.
    (3) In connection with trading the underlying physical asset or
commodity, related futures or options on futures or any other related
derivative (including Trust Issued Receipts), the specialist registered
as such in Trust Issued Receipts shall not use 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 physical asset or commodity, futures or
options on futures, or any other related derivatives.
    (h) Neither the Exchange nor any agent of the Exchange shall have
any liability for damages, claims, losses or expenses caused by any
errors, omissions, or delays in calculating or disseminating any
underlying asset or commodity value, the current value of the
underlying asset or commodity if required to be deposited to the trust
in connection with issuance of Trust Issued Receipts; net asset value;
or other information relating to the purchase, redemption or trading of
Trust Issued Receipts, resulting from any negligent act or omission by
the Exchange or any agent of the Exchange, or any act, condition or
cause beyond the reasonable control of the Exchange or its agent,
including, but not limited to, an act of God; fire; flood;
extraordinary weather conditions; war; insurrection; riot; strike;
accident; action of government; communications or power failure;
equipment or software malfunction; or any error, omission or delay in
the reports of transactions in an underlying asset or commodity.
    (i) The Exchange will file separate proposals under Section 19(b)
of the Securities Exchange Act of 1934 before listing and trading Trust
Issued Receipts based on separate Investment Shares.
* * * * *

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, and the most significant aspects of such statements are
set forth in Sections A, B, and C below.

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 Commentary .07 to Amex Rule 1202
for the purpose of permitting the listing and trading of TIRs where the
trust holds shares (``Investment Shares'') that are issued by a trust,
partnership, commodity pool, or other similar entity that holds
investments in any combination of securities, futures contracts,
options on futures contracts, swaps, forward contracts, commodities or
portfolios of investments. Additionally, in this proposal, the Amex
initially proposes to list and trade the shares (the ``Shares'') of a
specific trust that invests in the securities of a commodity pool (the
``Fund''). The Fund will invest substantially all of its assets in the
common units of beneficial interests of DB Commodity Index Tracking
Master Fund (the ``Master Fund''). The Master Fund is a trust created
under Delaware law that will consist primarily of futures contracts on
the commodities comprising the Deutsche Bank Liquid Commodity
IndexTM--Excess Return (the ``DBLCI'' or ``Index''). Both
the Fund and the Master Fund are commodity pools operated by DB
Commodity Services LLC (the ``Managing Owner''). The Managing Owner
will be registered as a commodity pool operator (the ``CPO'') and
commodity trading advisor (the ``CTA'') with the Commodity Futures
Trading Commission (``CFTC'') \5\ and a member of the National Futures
Association (``NFA'').
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    \5\ See Part 4 of CFTC Regulation, 17 CFR 4.1 et al.
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    The Managing Owner will serve as the CPO and CTA of the Fund and
the Master Fund. In this particular case, the Managing Owner of the
Master Fund will manage only the futures contracts in order to track
the performance of the Index. The Master Fund may also include U.S.
Treasury securities for margin purposes and other high credit quality
short-term fixed income securities. However, the Exchange states that
the Master Fund is 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 the Index.
Introduction
    In September 1999, the Exchange adopted rules for the listing and
trading of TIRs.\6\ TIRs are negotiable receipts issued by trusts that
represent investors' discrete identifiable and undivided beneficial
ownership interest in the securities deposited into the trust. Since
that time the Exchange has listed seventeen (17) TIRs under the trade
name of HOLDRS, representing a wide variety of industry sectors and the
market as a whole.
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    \6\ See Securities Exchange Act Release No. 41892 (September 21,
1999), 64 FR 52559 (September 29, 1999) (``TIR Approval Order'').
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    Under Amex Rule 1201, the Exchange may list and trade TIRs based on
one or more securities. The securities that are included in a series of
a TIR are required to be selected by the Exchange or its agent, a
wholly owned subsidiary of the Exchange, or by such other person as
shall have a proprietary interest in such TIRs. Pursuant to this Amex
Rule 1201, the Exchange may designate the Shares for trading.
    In January 2005, the Exchange adopted rules (Amex Rule 1200A et
seq.) for the listing and trading of Commodity-Based Trust Shares.\7\
Commodity-Based Trust Shares are TIRs based on an underlying commodity.
The Exchange listed and traded the iShares[supreg] COMEX Gold Trust
under new Amex Rule 1200A as the first Commodity Based Trust Share.
Recently, the Exchange commenced the trading of shares of the
streetTRACKS[supreg] Gold Trust (GLD) pursuant to Amex Rule 1000B on an
unlisted trading privileges (``UTP'') basis.\8\ This proposal seeks to
expand

the ability of the Exchange to list and trade securities based on a
portfolio of underlying investments that may not be ``securities.''
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    \7\ See Securities Exchange Act Release No. 51058 (January 19,
2005), 70 FR 3749 (January 26, 2005).
    \8\ See Securities Exchange Act Release No. 51446 (March 29,
2005), 70 FR 17272 (April 5, 2005).
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    Under proposed Commentary .07(c) to Amex Rule 1202, the Exchange
would list and trade TIRs where the trust holds ``Investment Shares.''
For each separate Investment Share, the Exchange would submit a filing
pursuant to Section 19(b) of the Act.
    The Shares will conform to the initial and continued listing
criteria under proposed Commentary .07(d) to Amex Rule 1202.\9\ The
Fund will be formed as 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.\10\
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    \9\ Proposed Commentary .07(d) to Rule 1202 for listing the
Shares is substantially similar to current Rule 1202A relating to
Commodity-Based Trust Shares.
    \10\ The Exchange states that the Trust is not a registered
investment company under the Investment Company Act of 1940 (``1940
Act'') and is not required to register under the 1940 Act.
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    The Exchange notes that the Commission has permitted the listing
and trading of products linked to the performance of a commodity or
commodities.\11\
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    \11\ See Securities Exchange Act Release Nos. 51058 (January 19,
2005), 70 FR 3749 (January 26, 2005) (approving the listing and
trading of the iShares[supreg] COMEX Gold Trust); 50603 (October 28,
2004), 69 FR 64614 (November 5, 2004) (approving the listing and
trading of streetTRACKS[supreg] Gold Shares); 39402 (December 4,
1997), 62 FR 65459 (December 12, 1997) (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) (approving the
listing and trading of ComPS linked to the value of single
commodity); 35518 (March 21, 1995), 60 FR 15804 (March 27, 1995)
(approving the listing and trading of commodity indexed notes or
COINs); and 43427 (October 10, 2000), 65 FR 62783 (October 19, 2000)
(approving the listing and trading of inflation indexed securities).
See also Central Fund of Canada (Registration No. 033-15180)
(closed-end fund listed and traded on the Amex that invests in gold)
and Salmon Phibro Oil Trust (Registration No. 033-33823) (trust
units listed and traded on the Amex that held the right to a forward
contract for the delivery of crude oil).
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Index Description
    DBLCI is intended to reflect the performance of certain
commodities. The Index tracks the performance of futures contracts on
crude oil, heating oil, aluminum, gold, corn and wheat, and the
notional amounts of each commodity included in the Index are
approximately in proportion to historical levels of the world's
production and supplies of such commodities. The sponsor of the Index
is Deutsche Bank AG London (``DB London'').
    The Index value is calculated by DB London during the trading day
on the basis of the most recently reported trade price for the relevant
futures contract relating to each of the Index commodities. Therefore,
the market value of each Index commodity during the trading day will be
equal to the number of futures contracts of each commodity represented
in the Index multiplied by the real-time futures contract price (i.e.,
the most recently reported trade price).\12\ The Index value will be
calculated and disseminated every 15 seconds. The closing level of the
Index is calculated by DB London on the basis of closing prices for the
applicable futures contracts relating to each of the Index commodities,
and applying such prices to the relevant notional amount. For each
Index commodity, the market value will be equal to the number of
futures contracts represented in the Index multiplied by the futures
contract closing price. The Index includes 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
such Index commodity. Such replacements occur monthly (other than in
November) during the first week of the month in the case of futures
contracts relating to crude oil and heating oil and annually in
November in the case of futures contracts relating to aluminum, gold,
corn and wheat.
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    \12\ Quote information and last sale information is available
from the applicable futures markets and from data vendors.
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    The Index is adjusted annually in November to rebalance its
composition to ensure that each of the Index commodities are weighted
in the same proportion that such commodities were weighted on December
1, 1988 (the ``Base Date''). The Index has been calculated back to the
Base Date. On the Base Date, the closing level was 100.
    The following table reflects the index base weights (``Index Base
Weights'') of each Index commodity on the Base Date:

------------------------------------------------------------------------
                                                              Index base
                      Index commodity                         weight (%)
------------------------------------------------------------------------
Crude Oil..................................................        35.00
Heating Oil................................................        20.00
Aluminum...................................................        12.50
Gold.......................................................        10.00
Corn.......................................................        11.25
Wheat......................................................        11.25
                                                            ------------
  Closing Level on Base Date...............................       100.00
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    The composition of the Index may be adjusted in the event that the
Index Sponsor is not able to calculate the daily and/or closing price
for the Index commodities.
    The Managing Owner represents that it will seek to arrange to have
the Index calculated and disseminated on a daily basis through a third
party if DB London ceases to calculate and disseminate the Index. If,
however, the Managing Owner is unable to arrange the calculation and
dissemination of the Index (or a Successor Index), the Exchange will
undertake to delist the Shares.\13\
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    \13\ If the Index is discontinued or suspended, Managing Owner,
in its sole discretion, may substitute the Index with 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. See also note 32 and
accompanying text.
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Commodity Futures Contracts and Related Options
    Crude Oil. Crude oil is the world's most actively traded commodity.
The Light Sweet Crude Oil futures contract traded on the New York
Mercantile Exchange (``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.\14\ Due to the excellent liquidity and price
transparency of the futures contract, it is used as a principal
international pricing benchmark.
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    \14\ In 2004, ADTV on NYMEX for futures contracts on light sweet
crude oil were 212,382 (with each contract representing 1,000
barrels); ADTV through August 2005 was 241,673. Annual contracts
traded on NYMEX on light sweet crude oil in 2004 were 52.8 million;
annual contracts traded through August 2005 were 40.6 million.
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    Heating Oil. 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.\15\ 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.
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    \15\ In 2004, ADTV on NYMEX for futures contracts on heating oil
were 51,745 (with each contract representing 1,000 barrels); ADTV
through August 2005 was 52,413. Annual contracts traded on NYMEX on
heating oil in 2004 were 12.8 million; annual contracts traded
through August 2005 were 8.8 million.
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    Gold. NYMEX is the world's largest physical commodity futures
exchange and the dominant market for the trading of energy and precious
metals.\16\
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    \16\ In 2004, ADTV on NYMEX for futures contracts on gold were
60,079 (with each contract representing 100 troy ounces); ADTV
through August 2005 was 61,085. Annual contracts traded on NYMEX on
gold in 2004 were 14.9 million; annual contracts traded through
August 2005 were 10.2 million.
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    Aluminum. 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. In 2001, world primary refined production totaled
over 24 million tonnes. The total turnover for the London Metal
Exchange (``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.\17\
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    \17\ In 2004, ADTV on LME for futures contracts on aluminum were
116,004 (with each contract representing 25 tonnes); ADTV through
August 2005 was 113,743. Annual contracts traded on LME on aluminum
in 2004 were 29.2 million; annual contracts traded through August
2005 were 18.9 million.
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    Corn. Corn futures are traded on the Chicago Board of Trade
(``CBOT'') with a unit of trading of 5,000 bushels.\18\
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    \18\ In 2004, ADTV on CBOT for futures contracts on corn were
95,390 (with each contract representing 5,000 bushels); ADTV through
August 2005 was 120,237. Annual contracts traded on CBOT on corn in
2004 were 24.038 million; annual contracts traded through August
2005 were 20.19 million.
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    Wheat. Wheat futures are traded on the CBOT with a unit of trading
of 5,000 bushels.\19\
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    \19\ In 2004, ADTV on CBOT for futures contracts on wheat were
31,568 (with each contract representing 5,000 bushels); ADTV through
August 2005 was 41,249. Annual contracts traded on CBOT on wheat in
2004 were 7.95 million; annual contracts traded through August 2005
were 6.92 million.
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Structure of the Fund
    Fund. The Fund is 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 Fund. Unless terminated earlier, the Fund will
expire on December 31, 2055. The investment objective of the Fund is to
reflect the performance of the DBLCI less the expenses of the operation
of the Fund and the Master Fund. The Fund will pursue its investment
objective by investing substantially all of its assets in the Master
Fund. The Fund will hold no investment assets other than Master Fund
Units.\20\ Each Share will correlate with a Master Fund share issued by
the Master Fund and held by the Fund.
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    \20\ See Pre-Effective Amendment No. 4 to the Fund's Form S-1,
Registration No. 333-125325, dated October 26, 2005.
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    Master Fund. The Master Fund is 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 Master Fund. Unless
terminated earlier, the Master Fund will expire on December 31, 2055.
The investment objective of the Master Fund is to reflect the
performance of the DBLCI less the expenses of the operations of the
Fund and the Master Fund. The Master Fund will pursue its investment
objective by investing primarily in a portfolio of futures contracts on
the commodities comprising the DBLCI. In addition, the Master Fund will
also hold cash and U.S. Treasury securities for deposit with futures
commission merchants (``FCMs'') as margin and other high credit quality
short-term fixed income securities.
    Trustee. Wilmington Trust Company is the trustee of the Fund and
the Master Fund. The trustee has delegated to the Managing Owner the
power and authority to manage and operate the day-to-day affairs of the
Fund and the Master Fund.
    Managing Owner. The Managing Owner is a Delaware limited liability
company that will be registered with the CFTC as a CPO and CTA and is
an affiliate of Deutsche Bank AG, the sponsor of the Fund and Master
Fund. The Managing Owner will serve as the CPO and CTA of the Fund and
the Master Fund and will manage and control all aspects of the business
of the Funds. As a registered CPO and CTA, the Exchange states that the
Managing Owner is required to comply with various regulatory
requirements under the Commodity Exchange Act 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.
    Clearing Broker. Deutsche Bank Securities, Inc., the Clearing
Broker, is an affiliate of the Managing Owner and is registered with
the CFTC as an FCM. The Clearing Broker will execute and clear each of
the Master Fund's futures contract transactions and will perform
certain administrative services for the Master Fund.
    Administrator. The Bank of New York is the administrator for both
the Fund and the Master Fund (the ``Administrator''). The Administrator
will perform or supervise the performance of services necessary for the
operation and administration of the Fund and the Master Fund. These
services include, but are not limited to, investment accounting,
financial reporting, broker and trader reconciliation, net asset value
(``NAV'') calculation,\21\ risk transparency, and receiving and
processing orders from Authorized Participants (as defined below), and
coordinating the processing of orders with the Managing Owner and the
Depository Trust Company (``DTC'').
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    \21\ NAV is the total assets of the Master Fund less total
liabilities of the Master Fund, determined on the basis of generally
accepted accounting principles. NAV per Master Fund share is the NAV
of the Master Fund divided by the number of outstanding Master Fund
shares. This will be the same for the Shares of the Fund because of
a one-to-one correlation between the Shares and the shares of the
Master Fund.
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Product Description
    Issuances of the Shares will be made only in baskets of 200,000
Shares or multiples thereof (the ``Basket Aggregation'' or ``Basket'').
The Fund will issue and redeem the Shares on a continuous basis, by or
through participants that have entered into participant agreements
(each, an ``Authorized Participant'') \22\ with the Fund and its
Managing Owner at the NAV per Share determined shortly after 4 p.m. ET
or the last to close futures exchanges on which the Index Commodities
are traded, whichever is later, on the business day on which an order
to purchase the Shares in one or more Baskets is received in proper
form. Following issuance, the Shares will be traded on the Exchange
similar to other equity securities.
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    \22\ 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 DTC
Participant, and (iii) has in effect a valid Participant Agreement
with the Fund issuer.
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    The procedures for creating a Basket are as follows. On any
business day, an Authorized Participant may place an order with the
Distributor, ALPS Distributors, Inc. (the ``Distributor''), to create
one or more Baskets. Purchase orders must be placed by 10 a.m. ET and
are irrevocable. By placing a purchase order, and prior to delivery of
such Basket(s), an Authorized Participant's DTC account will be charged
the non-refundable $500 transaction fee due for the purchase order,
regardless of the number of Baskets to be created in connection with
such order.
    The total payment required to create a Basket during the continuous
offering period is the cash amount equal to the NAV per Share times
200,000 Shares (the ``Basket Amount'') on the purchase order date. Thus
the Basket Amount usually will be determined on each business day by
the Administrator shortly after 4 p.m. ET. Baskets are issued as of 12
noon ET, on the business day immediately following the purchase order
date (T+1) at NAV per Share on the purchase order date if the required
payment has been timely received.
    Authorized Participants that have placed a purchase order to create
a

Basket must transfer the Basket Amount to the Administrator (the ``Cash
Deposit Amount'') by 10 a.m. the next day. 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'') through a similar procedure. The Clearing Broker
will be the custodian for the Master Fund and responsible for
safekeeping the Master Fund's assets.
    Because orders to purchase Baskets must be placed by 10 a.m. ET,
but the total payment required to create a Basket will not be
determined until shortly after 4 p.m. ET, on the date the purchase
order is received, Authorized Participants will not know the total
amount of the payment required to create a Basket at the time they
submit an irrevocable purchase order. This is similar to exchange-
traded funds and mutual funds. The Fund's prospectus discloses that NAV
and the total amount of the payment required to create a Basket could
rise or fall substantially between the time an irrevocable purchase
order is submitted and the time the amount of the purchase order is
determined.
    On each business day, the Administrator will make available
immediately prior to the opening of trading on the Amex, an estimate of
the Cash Deposit Amount for the creation of a Basket. The Amex will
disseminate every 15 seconds throughout the trading day, via the
facilities of the Consolidated Tape Association, an amount
representing, on a per Share basis, the current value (intra-day) of
the Basket Amount (the ``Indicative Fund Value''). 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.\23\ 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 with the
Administrator during normal business hours by Authorized Participants,
or (2) through a purchase on the Exchange by investors.
---------------------------------------------------------------------------

    \23\ The Shares are separate and distinct from the shares of the
Master Fund. The Master Fund's assets will consist of long positions
in the futures contracts on the commodities comprising the DBLCI.
The Exchange expects that the number of outstanding Shares will
increase and decrease from time to time as a result of creations and
redemptions of Baskets.
---------------------------------------------------------------------------

    Shortly after 4 p.m. ET each business day, the Administrator will
determine the NAV for the Fund and Master Fund, utilizing the current
day's settlement value of the particular commodity futures contracts in
the Master Fund's portfolio and the value of the Master Fund's cash and
high-credit quality, short-term fixed income securities. 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 the futures contract could have been liquidated
will be used in determining the Fund's and the 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.
    The NAV for the Fund is total assets of the Master Fund less total
liabilities of the Master Fund. The NAV is calculated by including any
unrealized profit or loss on futures contracts and any other credit or
debit accruing to the Master Fund but unpaid or not received by the
Master Fund. This preliminary NAV is then used to compute all NAV-based
fees (including the management and administrative fees, accrued through
and including the date of publication) that are calculated from the
value of Master Fund assets. The Administrator will calculate the NAV
per Share by dividing the NAV by the number of Shares outstanding. Then
once the final, published NAV is determined, shortly after 4 p.m. ET
each business day, the Administrator also will determine the Basket
Amount for orders placed by Authorized Participants received by 10 a.m.
ET that day.
    Shortly after 4 p.m. ET each business day, the Administrator, Amex,
and Managing Owner will disseminate the NAV for the Shares and the
Basket Amount (for orders placed during the day). The NAV and the
Basket Amount are available at the same time and will be disseminated
accordingly. The Basket Amount and the NAV are communicated by the
Administrator to all Authorized Participants via facsimile or
electronic mail message and will be publicly available on the DB
London's (Index Sponsor) Web site at https://gm-secure.db.com/CommoditiesIndices.
 The Amex will also publicly disclose via its Web

site at http://www.amex.com the NAV and Basket Amount (for orders

placed that day). The Exchange also will disseminate the Basket Amount
by means of CTA/CQ High Speed Lines.
    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 the Cash Deposit Amount as
appropriate to reflect the prior day Fund NAV and newly accrued
expenses.
    The Exchange believes that the Shares will not trade at a material
discount or premium to NAV due to potential arbitrage opportunities in
the event of any discrepancy between the two. Due to the fact that the
Shares can be created and redeemed daily only in Basket Aggregations at
NAV by Authorized Participants, the Exchange submits that arbitrage
opportunities should provide a mechanism to diminish the effect of any
premiums or discounts that may exist from time to time.
    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.
    Shares will be registered in book entry form through DTC. Trading
in the Shares on the Exchange will be effected from 9:30 a.m. until
4:15 p.m. ET each business day. The minimum trading increment for such
Shares will be $.01.
Dissemination of the Index and Underlying Futures Contracts Information
    DB London as the sponsor of the Index will publish the value of the
Index at least every fifteen (15) seconds during Amex trading hours
through Bloomberg, Reuters, and other market data vendors. In addition,
the Index value will be available on the DB London Web site at http://www.dbcfund.db.com
 on a twenty (20) minute delayed basis. The closing

level will similarly be provided by DB London. In addition, any
adjustments or changes to the Index will also be provided by DB London
and the Exchange on their respective Web sites.\24\
---------------------------------------------------------------------------

    \24\ 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 Index
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 Index, in order to prevent the
improper sharing of information relating to the recomposition of the
Index.

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

    The closing prices and daily settlement prices for the futures
contracts held by the Master Fund are publicly available on the Web
sites of the futures exchanges trading the particular contracts. The
particular futures exchange for each futures contract with Web site
information is as follows: (i) aluminum--London Metal Exchange (LME) at
http://www.lme.com; (ii) corn and wheat--Chicago Board of Trade (CBOT) at http://www.cbot.com; and (iii) crude oil, heating oil and gold--New

York Mercantile Exchange (NYMEX) at http://www.nymex.com The Exchange on its Web site at http://www.amex.com. will include a hyperlink to the

Index Sponsor's Web site at https://gm-secure.db.com/CommoditiesIndices
, which will contain hyperlinks to each of the

futures exchanges Web sites for the purpose of disclosing futures
contract pricing. 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 the Index are widely disseminated through a variety of
market data vendors worldwide, including Bloomberg and Reuters. In
addition, the Exchange represents that complete real-time data for such
futures is available by subscription from Reuters and Bloomberg. The
CBOT, LME, and NYMEX 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 the Fund, 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) 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; (d) 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; (e) the prospectus; and (f)
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 NAV for the Fund will be calculated and
disseminated daily. The Amex also intends to disseminate, during Amex
trading hours, for the Fund on a daily basis by means of Consolidated
Tape Association/Consolidated Quotation High Speed Lines information
with respect to the Indicative Fund Value (as discussed below), recent
NAV, and Shares outstanding. The Exchange will also make available on
its Web site daily trading volume, closing prices, and the NAV.
Dissemination of Indicative Fund Value
    As noted above, the Administrator calculates the NAV of the Fund
once each trading day. In addition, the Administrator causes to be made
available on a daily basis the Cash Deposit Amount to be deposited in
connection with the issuance of the Shares in Basket Aggregations. In
addition, other investors can request such information directly from
the Administrator.
    In order to provide updated information relating to the Fund for
use by investors, professionals and persons wishing to create or redeem
the Shares, the Exchange will disseminate through the facilities of CTA
an updated Indicative Fund Value. The Indicative Fund Value will be
disseminated on a per Share basis every 15 seconds from 9:30 a.m. to
4:15 p.m. ET.\26\ The Indicative Fund Value will be calculated based on
the cash required for creations and redemptions (i.e., NAV x 200,000)
adjusted to reflect the price changes of the Index commodities through
investments held by the Master Fund, i.e., futures contracts.
---------------------------------------------------------------------------

    \26\ Telephone conversation between Jeffrey Burns, Associate
General Counsel, Amex, and Kate Robbins, Attorney, Division of
Market Regulation, Commission, on November 28, 2005.
---------------------------------------------------------------------------

    The Indicative Fund Value 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. While the Shares will trade
on the Amex from 9:30 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..............................  LME......................  6:55 a.m.-12:00 p.m.
Gold..................................  COMEX....................  8:20 a.m.-1:30 p.m.
Crude Oil.............................  NYMEX....................  10:00 a.m.-2:30 p.m.
Heating Oil...........................  NYMEX....................  10:05 a.m.-2:30 p.m.
Corn..................................  CBOT.....................  10:30 a.m.-2:15 p.m.
Wheat.................................  CBOT.....................  10:30 a.m.-2:15 p.m.
----------------------------------------------------------------------------------------------------------------

    While the market for futures trading for each of the Index
commodities is open, the Indicative Fund Value can be expected to
closely approximate the value per Share of the 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 the Shares. Indicative Fund Value on a per Share basis
disseminated during Amex trading hours should not be viewed as a real
time update of the NAV, which is calculated only once a day.
    The Exchange believes that dissemination of the Indicative Fund
Value based on the cash amount required for a Basket Aggregation
provides additional information that is not otherwise available to the
public and is useful to professionals and investors in connection with
the Shares trading on the Exchange or the creation or redemption of the
Shares.

Termination Events
    The Fund will be terminated if any of the following circumstances
occur: (1) The Shares are delisted from the Amex and are not listed for
trading on another national securities exchange within five business
days from the date the Shares are delisted; (2) holders of at least 50%
of the outstanding Shares notify the Managing Owner that they elect to
terminate the Trust; (3) the trustee resigns and no successor trustee
is appointed within 60 days from the date the trustee provides notice
to the Managing Owner of its intent to resign; (4) the SEC finds that
the Fund should be registered as an investment company under the
Investment Company Act of 1940, and the trustee has actual knowledge of
the SEC finding; (5) the aggregate market capitalization of the Fund,
based upon the closing price for the Shares, was less than $10 million
on each of five (5) consecutive trading days and the trustee receives,
within six (6) months from the last of those trading days, notice that
the sponsor has decided to terminate the Fund; or (6) the Fund fails to
qualify for treatment, or ceases to be treated, as a grantor trust for
U.S. federal income tax purposes and the trustee receives notice that
the sponsor has determined that the termination of the Fund is
advisable.
    If not terminated earlier by the trustee, the Fund will terminate
on December 31, 2055. Upon termination of the Fund, holders of the
Shares will surrender their Shares and receive from the Administrator,
in cash, their portion of the value of the Fund.
Criteria for Initial and Continued Listing
    The Fund will be subject to the criteria in proposed Commentary
.07(d) of Amex Rule 1202 for initial and continued listing of the
Shares. The proposed 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 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 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 basis, or the
Exchange stops providing a hyperlink on its Web site to any such asset
or investment value.
     The Indicative Fund Value is no longer made available on
at least a 15-second basis.
     If such other event shall occur or condition exists which
in the opinion of the Exchange makes further dealings on the Exchange
inadvisable.
    It is anticipated that a minimum of 2,000,000 Shares will be
required to be outstanding at the start of trading. It is anticipated
that the initial price of a Share will be approximately $25. The Fund
expects to accept subscriptions for Shares in Basket Aggregations
(i.e., $5 million) from Authorized Participants during an initial
offering period with a finite term of approximately six (6) months,
subject to earlier termination. After the initial offering period has
closed and trading commences, the Fund will then issue Shares in the
normal Basket Aggregations of 200,000 Shares to Authorized
Participants. Once the initial offering period has closed and trading
commences, the Master Fund will issue shares in Master Fund Baskets
(200,000 shares) to the Fund continuously at NAV. The Master Fund will
be owned by the Fund and the Managing Owner.\27\ Each Share issued by
the Fund will correlate with a Master Fund share issued by the Master
Fund and held by the Fund. 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 objective to seek to provide a simple and cost effective means
of accessing the commodity futures markets.
---------------------------------------------------------------------------

    \27\ The Managing Owner will own 1% or less of the Master Fund
and will share pro rata in the income and expenses of the Master
Fund.
---------------------------------------------------------------------------

    The Exchange represents that it prohibits the initial and/or
continued listing of any security that is not in compliance with Rule
10A-3 under the Securities Act of 1934.\28\
---------------------------------------------------------------------------

    \28\ See Rule 10A-3(c)(7), 17 CFR 240.10A-3(c)(7) (stating that
a listed issuer is not subject to the requirements of Rule 10A-3 if
the issuer is organized as a trust that does not have a board of
directors or other unincorporated association and the activities of
the issuer are limited to passively owning or holding securities or
other assets on behalf of or for the benefit of the holders of the
listed securities).
---------------------------------------------------------------------------

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.
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 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.
    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 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.\29\
---------------------------------------------------------------------------

    \29\ 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).
---------------------------------------------------------------------------

    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.\30\ Unless exemptive or no-action relief
is available, the Shares will be subject to the short sale rule, Rule
10a-

1 under the Act.\31\ If exemptive or no-action relief is provided, the
Exchange will issue a notice detailing the terms of the exemption or
relief. 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. Proposed Commentary .07(f) to Amex Rule 1202
sets forth this limited exception to Amex Rule 170.
---------------------------------------------------------------------------

    \30\ See Commentary .05 to Amex Rule 190.
    \31\ The Fund expects to seek relief, in the near future, from
the Commission in connection with the trading of the Shares from the
operation of certain Exchange Act rules.
---------------------------------------------------------------------------

    The adoption of Commentary .07(e) to Amex Rule 1202 relating to
certain specialist prohibitions will address potential conflicts of
interest in connection with acting as a specialist in the Shares.
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. In particular, proposed Commentary .07(e)
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.
    Adoption of Commentary .07(g) to Amex Rule 1202 will also ensure
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. 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 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. Additionally, the Exchange represents that it will
cease trading the Shares if the conditions in Amex Rule 1202(d)(2)(ii)
or (iii) exist (i.e., if there is a halt or disruption in the
dissemination of the Indicative Fund Value and/or underlying Index
value).\32\
---------------------------------------------------------------------------

    \32\ In the event the Index value or Indicative Fund Value is no
longer calculated or disseminated, the Exchange would immediately
contact the Commission to discuss measures that may be appropriate
under the circumstances. Telephone conversation between Jeffrey
Burns, Associate General Counsel, Amex, and Florence Harmon, Senior
Special Counsel, Division of Market Regulation, Commission, on
November 22, 2005.
---------------------------------------------------------------------------

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 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 Information Circular
will inform members and member organizations, prior to commencement of
trading, of the prospectus delivery requirements applicable to the
Fund. The Exchange notes that investors purchasing Shares directly from
the Fund (by delivery of the Cash Deposit Amount) will receive a
prospectus. Amex members purchasing Shares from the Trust for resale to
investors will deliver a prospectus to such investors.
    The Information Circular also will discuss the special
characteristics and risks of trading this type of security.
Specifically, the Information 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 the Shares prior to or concurrently with the
confirmation of a transaction, applicable Amex rules, dissemination of
information regarding the per Share Indicative Fund Value, trading
information and applicable suitability rules. The Information Circular
will also explain that the Fund is subject to various fees and expenses
described in the registration statement.
    The Information Circular will also reference the fact that there is
no regulated source of last sale information regarding physical
commodities and that the SEC has no jurisdiction over the trading of
physical commodities such as aluminum, gold, crude oil, heating oil,
corn and wheat, or the futures contracts on which the value of the
Shares is based.
    The Information 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 Basket-size aggregations or multiples thereof.
The Information Circular will also discuss any relief, if granted, by
the Commission or the staff from any rules under the Act.
    The Information 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 monitor Exchange trading of the Shares and to detect
violations of applicable rules and regulations. Exchange surveillance
procedures applicable to trading in the proposed Shares will be similar
to those applicable to TIRs, Portfolio Depository Receipts and Index
Fund Shares currently trading on the Exchange. The Exchange currently
has in place an Information Sharing Agreement with the NYMEX and the
CBOT for the purpose of providing information in connection with
trading in or related to futures contracts traded on the NYMEX and
CBOT, respectively. The Exchange also notes that the CBOT is a member
of the Intermarket Surveillance Group (``ISG''). As a result, the
Exchange asserts that market surveillance information is available from
the CBOT, if necessary, due to regulatory concerns that may arise in
connection with the CBOT futures. In addition, the Exchange has
negotiated a Memorandum of Understanding with the LME for the purpose
of providing information in connection with the trading in or related
to futures contracts traded on the LME.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6 of the Act \33\ in general and furthers the objectives
of section 6(b)(5) \34\ 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.
---------------------------------------------------------------------------

    \33\ 15 U.S.C. 78f.
    \34\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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.

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 Amex 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 at the end of a 15-day comment period.\35\
---------------------------------------------------------------------------

    \35\ The Amex has requested accelerated approval of this
proposed rule change 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 conversation
between Jeffrey Burns, Associate General Counsel, Amex, and Florence
Harmon, Senior Special Counsel, Division of Market Regulation,
Commission, on November 22, 2005.
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change, as amended, 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<EMAIL_ADDRESS>Please include

File Number SR-Amex-2005-059 on the subject line.

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-9303.

All submissions should refer to File Number SR-Amex-2005-059. 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. Copies of the 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 Number
SR-Amex-2005-059 and should be submitted on or before January 3, 2006.

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\36\
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    \36\ 17 CFR 200.30-30(a)(12).
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Jonathan G. Katz,
Secretary.
 [FR Doc. E5-7419 Filed 12-15-05; 8:45 am]

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[Federal Register Volume 78, Number 110 (Friday, June 7, 2013)]
[Notices]
[Pages 34377-34379]
[FR Doc No: 2013-13576]

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ENVIRONMENTAL PROTECTION AGENCY

[EPA-HQ-OPPT-2012-0723; FRL-9389-1]

Trichloroethylene TSCA Chemical Risk Assessment; Notice of Public
Meetings and Opportunity to Comment

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

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SUMMARY: EPA's contractor, The Scientific Consulting Group (SCG), Inc.,
has identified a panel of scientific experts to conduct peer review of
EPA's draft Toxic Substances Control Act (TSCA) chemical risk
assessment, ``TSCA Workplan Chemical Risk Assessment for
Trichloroethylene: Degreaser and Arts/Crafts Uses.'' EPA will hold
three peer review meetings by web connect and teleconference. EPA
invites the public to register to attend the meetings as observers and/
or speakers providing oral comments during any or all of the peer
review meetings as discussed in this notice. The public may also
provide comment on whether they believe the appearance of conflict of
interest exists for any proposed peer review panel expert.

DATES: Meetings. The peer review meetings will be held on Tuesday, July
9, 2013, from 1 p.m. to 4 p.m., E.D.T; Wednesday, July 17, 2013, from
10 a.m. to 6 p.m., E.D.T; and Wednesday, August 7, 2013, from 1 to 4
p.m., E.D.T.
    Comments. Written comments and materials and electronic materials
must be submitted on or before July 23, 2013.
    Conflict of interest comments. Comments on the appearance of a
conflict of interest for any proposed peer review panel expert must be
submitted on or before June 28, 2013.
    Registration for meetings: To participate in any of the public peer
review meetings, you must register no later than 11:59 p.m., EDT, on
July 6, 2013.

ADDRESSES: Meetings. Meetings will be held via web connect and
teleconferencing. See Unit III.C. in SUPPLEMENTARY INFORMATION.
    Registration. See Unit III. in SUPPLEMENTARY INFORMATION.
    Comments. Submit your comments, identified by docket identification
(ID) number EPA-HQ-OPPT-2012-0723, by one of the following methods:
     Federal eRulemaking Portal: http://www.regulations.gov.
Follow the online instructions for submitting comments.
     Mail: Document Control Office (7407M), Office of Pollution
Prevention and Toxics (OPPT), Environmental Protection Agency, 1200
Pennsylvania Ave. NW., Washington, DC 20460-0001.
     Hand Delivery: OPPT Document Control Office (DCO), EPA
East Bldg., Rm. 6428, 1201 Constitution Ave. NW., Washington, DC. ATTN:
Docket ID Number EPA-HQ-OPPT-2012-0723. The DCO is open from 8 a.m. to
4 p.m., Monday through Friday, excluding legal holidays. The telephone
number for the DCO is<PHONE_NUMBER>. Such deliveries are only accepted
during the DCO's normal hours of operation, and special arrangements
should be made for deliveries of boxed information.
    Instructions: Direct your comments to docket ID number EPA-HQ-OPPT-
2012-0723. EPA's policy is that all comments received will be included
in the docket without change and may be made available online at http://www.regulations.gov, including any personal information provided,
unless the comment includes information claimed to be Confidential
Business Information (CBI) or other information whose disclosure is
restricted by statute. Do not submit information that you consider to
be CBI or otherwise protected through regulations.gov or email. The
regulations.gov Web site is an ``anonymous access'' system, which means
EPA will not know your identity or contact information unless you
provide it in the body of your comment. If you send an email comment
directly to EPA without going through regulations.gov, your email
address will be automatically captured and included

as part of the comment that is placed in the docket and made available
on the Internet. If you submit an electronic comment, EPA recommends
that you include your name and other contact information in the body of
your comment and with any disk or CD-ROM you submit. If EPA cannot read
your comment due to technical difficulties and cannot contact you for
clarification, EPA may not be able to consider your comment. Electronic
files should avoid the use of special characters, any form of
encryption, and be free of any defects or viruses.
    Docket: All documents in the docket are listed in the docket index
available at http://www.regulations.gov. Although listed in the index,
some information is not publicly available, e.g., CBI or other
information whose disclosure is restricted by statute. Certain other
material, such as copyrighted material, is not placed on the Internet
and will be publicly available only in hard copy form. Publicly
available docket materials are available either in the electronic
docket at http://www.regulations.gov, or, if only available in hard
copy, at the OPPT Docket. The OPPT Docket is located in the EPA Docket
Center (EPA/DC) at Rm. 3334, EPA West Bldg., 1301 Constitution Ave.
NW., Washington, DC. The EPA/DC Public Reading Room hours of operation
are 8:30 a.m. to 4:30 p.m., Monday through Friday, excluding legal
holidays. The telephone number of the EPA/DC Public Reading Room is
(202) 566-1744, and the telephone number for the OPPT Docket is (202)
566-0280. Docket visitors are required to show photographic
identification, pass through a metal detector, and sign the EPA visitor
log. All visitor bags are processed through an X-ray machine and
subject to search. Visitors will be provided an EPA/DC badge that must
be visible at all times in the building and returned upon departure.

FOR FURTHER INFORMATION CONTACT:
    For technical information contact: Stan Barone, Jr., Risk
Assessment Division (7403M), Office of Pollution Prevention and Toxics,
Environmental Protection Agency, 1200 Pennsylvania Ave. NW.,
Washington, DC 20460-0001; telephone number<PHONE_NUMBER>; email
address<EMAIL_ADDRESS>    For peer review meeting logistics or registration contact: Susie
Warner, Scientific Consulting Group (SCG), Inc., 656 Quince Orchard
Rd., Suite 210, Gaithersburg, MD 20878-1409; telephone number: (301)
670-4990, ext. 227; fax number:<PHONE_NUMBER>; email address:
<EMAIL_ADDRESS>    For general information contact: The TSCA-Hotline, ABVI-Goodwill,
422 South Clinton Ave., Rochester, NY 14620; telephone number: (202)
554-1404; email address<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. General Information

A. Does this action apply to me?

    This action is directed to the public in general, and may be of
interest to a wide range of stakeholders including those interested in
environmental and human health assessment, the chemical industry,
chemical users, consumer product companies, and members of the public
interested in the assessment of chemical risks. Since others also may
be interested, the Agency has not attempted to describe all the
specific entities that may be affected by this action.

B. What should I consider as I prepare my comments for EPA?

    1. Submitting CBI. Do not submit this information to EPA through
regulations.gov or email. Clearly mark the part or all of the
information that you claim to be CBI. For CBI information in a disk or
CD-ROM that you mail to EPA, mark the outside of the disk or CD-ROM as
CBI and then identify electronically within the disk or CD-ROM the
specific information that is claimed as CBI. In addition to one
complete version of the comment that includes information claimed as
CBI, a copy of the comment that does not contain the information
claimed as CBI must be submitted for inclusion in the public docket.
Information so marked will not be disclosed except in accordance with
procedures set forth in 40 CFR part 2.
    2. Tips for preparing your comments. When submitting comments,
remember to:
    i. Identify the document by docket ID number and other identifying
information (subject heading, Federal Register date and page number).
    ii. Follow directions. The Agency may ask you to respond to
specific questions or organize comments by referencing a Code of
Federal Regulations (CFR) part or section number.
    iii. Explain why you agree or disagree; suggest alternatives and
substitute language for your requested changes.
    iv. Describe any assumptions and provide any technical information
and/or data that you used.
    v. If you estimate potential costs or burdens, explain how you
arrived at your estimate in sufficient detail to allow for it to be
reproduced.
    vi. Provide specific examples to illustrate your concerns and
suggest alternatives.
    vii. Explain your views as clearly as possible, avoiding the use of
profanity or personal threats.
    viii. Make sure to submit your comments by the comment period
deadline identified.

II. Background

    On January 9, 2013, EPA published a notice in the Federal Register
(78 FR 1856) (FRL-9375-1) on the availability of five draft TSCA
chemical risk assessments for public comment. The Agency also asked for
nominations for external experts to conduct peer reviews of the draft
TSCA risk assessments, including one entitled, ``TSCA Workplan Chemical
Risk Assessment for Trichloroethylene: Degreaser and Arts/Crafts
Uses.'' Trichloroethylene (TCE) (CASRN 79-01-6) is one of 83 chemicals
identified for review and assessment in EPA's TSCA Work Plan, which was
released on March 1, 2012, at http://www.epa.gov/oppt/existingchemicals/pubs/workplans.html.
    This information is distributed solely for the purpose of pre-
dissemination peer review under applicable information quality
guidelines. It has not been formally disseminated by EPA. It does not
represent and should not be construed to represent any Agency
determination or policy.
    The draft TCE TSCA risk assessment is being peer reviewed
consistent with guidelines for the peer review of influential
scientific information and highly influential scientific assessments.
EPA asked a contractor, SCG, to assemble a panel of experts to evaluate
the draft TCE TSCA risk assessment report for specific uses of TCE. SCG
evaluated 27 candidates that were nominated as peer reviewers by the
February 8, 2013 deadline established in the January 9, 2013 Federal
Register notice and evaluated over 100 additional experts before
submitting the proposed peer review panel members. The proposed peer
review panel was vetted by the contractor for conflict of interest and
the appearance of bias according to Agency peer review guidance as
detailed in the contract. This proposed peer review panel members
include: Penny Fenner-Crisp, Chair; James Cerhan; Jeffrey H. Driver;
Timur Durrani; Montserrat Fuentes; Kathleen Gilbert; Mike Jayjock;
Deborah Keil; Ron Melnick; David Morgott; Kenneth Portier; Barry Ryan;
Raymond Runyan; and Calvin Willhite. The biographies are available in
the docket (docket ID number EPA-HQ-OPPT-

2012-0723). The public may provide comments to the same docket for the
draft TCE TSCA risk assessment on the appearance of a conflict of
interest for any proposed peer review panel member. This comment period
on the peer review panel membership closes on June 28, 2013. The final
list of peer review panel members will be available on the SCG's Web
site at http://www.scgcorp.com.
    The peer review panel is responsible for the review of the
scientific and technical merit of the draft TCE TSCA risk assessment,
which is available through http://www.regulations.gov and at http://www.epa.gov/oppt/existingchemicals/pubs/workplans.html. The peer review
panel will not address potential policy implications or risk management
options that may result from the draft TCE TSCA risk assessment.
Members of the public may register to attend any or all three meetings
as observers and may also register to speak offering oral comments on
each day of the meetings. A registered speaker is encouraged to focus
on issues directly relevant to science-based aspects of the draft TCE
TSCA risk assessment and to address specific scientific points in the
speaker's oral comments.
    The first peer review meeting on July 9, 2013, will be dedicated to
hearing registered speakers' oral comments on the draft TCE TSCA risk
assessment and reviewing the charge to the peer reviewers. Each speaker
is allowed between 3-5 minutes, depending on the number of registered
speakers. Given time constraints, a maximum of 30 speakers will be
allowed to offer comments. If more than 30 speakers register to provide
oral comments, speakers will be selected by SCG in a manner designed to
optimize representation from all organizations, affiliations, and
present a balance of science issues relevant to the Agency's TSCA risk
assessment. Peer review panel members will have access to written
comments and materials and electronic materials submitted to the docket
by July 23, 2013. Registered observers and speakers will not be allowed
to distribute any written comments or materials or electronic materials
directly to the peer review panel members. To submit written comments,
please follow one of the methods outlined in ADDRESSES. The public
comment period closes on July 23, 2013.
    The second peer review panel meeting on July 17, 2013, will be
devoted to deliberations of the draft TCE TSCA risk assessment by the
peer review panel, guided by the charge questions to the peer review
panel.
    The third and final peer review panel meeting on August 7, 2013,
will focus on the peer review panel's discussion of its draft TCE TSCA
risk assessment recommendations to EPA. The final peer review panel
report will be prepared by SCG and made available to the public
according to the Agency peer review guidance at http://www.epa.gov/peerreview. EPA will consider SCG's peer review panel report of the
comments and recommendations from the three peer review meetings, as
well as written comments and materials and electronic materials in the
docket at http://www.regulations.gov, as it proceeds to finalize the
TCE TSCA risk assessment.

III. How can I request to participate in these meetings?

A. Registration

    To attend the peer review meetings, you must register for the
meeting no later than 11:59 p.m., EDT, on July 6, 2013. To register for
the meeting go to http://www.scgcorp.com/tcl2013, complete the online
registration form, and submit the required information. You may also
register through the U.S. Postal Service or by overnight/priority mail
by sending the necessary registration information (see Unit III.B.) to
the SCG Meeting Coordinator, Ms. Susie Warner. The U.S. Postal Service
or overnight/priority mail address is: The Scientific Consulting Group,
Inc., 656 Quince Orchard Rd., Suite 210, Gaithersburg, MD 20878-1409.
For questions or additional information, contact Ms. Warner by:
Telephone:<PHONE_NUMBER>, ext. 227; fax:<PHONE_NUMBER>; or email:
<EMAIL_ADDRESS>Registrations sent via U.S. Postal Service or
overnight/priority mail must be received no later than 11:59 p.m., EDT,
on July 6, 2013. There will be no on-site registration, so members of
the public who do not register by 11:59 p.m., EDT, on July 6, 2013,
using one of the methods described in this unit may not receive web
access information in time to attend the first peer review meetings.

B. Required Registration Information

    Members of the public may register to attend any or all three
meetings as observers, or register to speak if planning to offer oral
comments during the scheduled public comment session of a meeting. To
register for the meetings online or by mail, you must provide your full
name, organization or affiliation, and contact information. You must
also indicate which meetings you plan to attend and if you would like
to speak during the scheduled public comment session of a meeting. If
you register to speak, you must also indicate if you have any special
requirements related to your oral comments (e.g., translation).
    If you indicate that you wish to speak, you will be asked to select
one category most closely reflecting the content of your oral comments.
These comment categories related to the charge questions are:
    1. General comments on the risk assessment document;
    2. Comments on the exposure assessment;
    3. Comments on the hazard assessment;
    4. Comments on the risk characterization; or
    5. Other issues.
    Should more than 30 speakers register for a single meeting, these
categories will be used to ensure that a balance of substantive science
issues relevant to the assessment is heard. Additional information on
the selection of speakers and speaking times will be sent out by SCG 3
days prior to each peer review meeting to all individuals registered to
speak.
    To accommodate as many registered speakers as possible, registered
speakers may present oral comments only, without visual aids or written
material. Peer review panel members will have access to any written
comments and materials and electronic materials previously submitted to
the docket. Registered observers and speakers will not be allowed to
distribute any written comments and materials or electronic materials
directly to the peer review panel members.

C. Web Meeting Access

    Each peer review meeting will be held via web connect and
teleconferencing. SCG will provide all registered participants with
information on how to participate in advance of the first peer review
meeting.

List of Subjects

    Environmental protection, Chemicals, Peer review, Risk assessments,
Trichloroethylene.

    Dated: May 31, 2013.
Wendy C. Hamnett,
Director, Office of Pollution Prevention and Toxics.
[FR Doc. 2013-13576 Filed 6-6-13; 8:45 am]
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