[Federal Register Volume 74, Number 200 (Monday, October 19, 2009)]
[Notices]
[Pages 53528-53532]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-25109]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-60819; File No. SR-NYSEArca-2009-89]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Order Granting Accelerated Approval of Proposed Rule Change 
Relating to Replacement Indexes for PowerShares DB Commodity Index 
Tracking Fund and PowerShares DB Agriculture Fund

October 13, 2009.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that, on October 8, 2009, NYSE Arca, Inc. (``NYSE Arca'' or the 
``Exchange'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons and is approving the 
proposed rule change on an accelerated basis.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Pursuant to the provisions of Section 19(b)(1) of the Act,\3\ the 
Exchange, through its wholly owned subsidiary NYSE Arca Equities, Inc. 
(``NYSE Arca Equities''), proposes to describe a replacement to the 
indexes underlying the PowerShares DB Commodity Index Tracking Fund and 
the PowerShares DB Agriculture Fund, which are listed on the Exchange 
under Commentary .02 to NYSE Arca Equities Rule 8.200.
---------------------------------------------------------------------------

    \3\ 15 U.S.C. 78s(b)(1).
---------------------------------------------------------------------------

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 self-regulatory organization 
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 those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

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

1. Purpose
    The PowerShares DB Commodity Index Tracking Fund (``DBC'') and the 
PowerShares DB Agriculture Fund (``DBA'' and together with DBC, the 
``Funds'') \4\ are currently listed on the Exchange under Commentary 
.02 to NYSE Arca Equities Rule 8.200 (``Trust Issued Receipts'').\5\ 
Deutsche Bank AG

[[Page 53529]]

London, the ``Index Sponsor'' for the Funds, has determined to replace 
the commodities indexes underlying these securities from those 
previously approved by the Commission in the NYSE Arca Order, Amex DBC 
Order, and Amex DBA Order (collectively, the ``DBC/DBA Orders'').
---------------------------------------------------------------------------

    \4\ See Registration Statement on Form S-3 for PowerShares DB 
Commodity Index Tracking Fund (No. 333-158733, dated April 23, 2009) 
(``DBC Registration Statement'') and the Post-Effective Amendment 
No. 1 to Form S-1 for PowerShares DB Agriculture Fund (No. 333-
150501, dated April 15, 2009) (``DBA Registration Statement''). In 
addition, the issuer has filed Current Reports on Forms 8-K with 
respect to DBC (No. 001-32726, filed Sept. 30, 2009) (``DBC Current 
Report'') and DBA (No. 001-33238, filed Sept. 30, 2009) (``DBA 
Current Report'') regarding replacement of the indexes underlying 
the Funds.
    \5\ See Securities Exchange Act Release No. 58993 (November 21, 
2008), 73 FR 72548 (November 28, 2008) (SR-NYSEArca-2008-128) (order 
approving listing on the Exchange of the Funds) (``NYSE Arca 
Order''). The Funds were previously traded on the Exchange pursuant 
to unlisted trading privileges (``UTP''). See Securities Exchange 
Act Release Nos. 53736 (April 27, 2006), 71 FR 26582 (May 5, 2006) 
(SR-PCX-2006-22) (order approving UTP trading of DB Commodity Index 
Tracking Fund); 55453 (March 13, 2007), 72 FR 13333 (March 21, 2007) 
(SR-NYSEArca-2006-62) (order approving UTP trading of PowerShares DB 
Agriculture Fund and other PowerShares commodity-based funds). The 
Funds were originally approved for listing on the American Stock 
Exchange LLC (the ``Amex'', now known as NYSE Amex LLC). See 
Securities Exchange Act Release Nos. 53105 (January 11, 2006), 71 FR 
3129 (January 19, 2006) (SR-Amex-2005-59) (approving listing of DB 
Commodity Index Tracking Fund (now known as PowerShares DB Commodity 
Index Tracking Fund)) (``Amex DBC Order''); 55029 (December 29, 
2006), 72 FR 806 (January 8, 2007) (SR-Amex-2006-76) (approving 
listing of PowerShares DB Agriculture Fund and other PowerShares 
commodity-based funds) (``Amex DBA Order''). See also, Securities 
Exchange Act Release No. 53858 (May 24, 2006), 71 FR 31232 (June 1, 
2006) (SR-Amex-2006-53) (``Supplemental Amex DBC Filing'', in which 
the Amex clarified the manner in which the index underlying DBC is 
maintained by providing that the replacement of expiring futures 
contracts would be based on ``Optimum Yield'' roll rules for such 
index, as described in SR-Amex-2006-53).
---------------------------------------------------------------------------

    With the exception of the description of the replacement indexes 
underlying DBC and DBA, as described below, the descriptions of the 
Funds and the Shares provided in the DBC/DBA Orders and the 
Supplemental Amex DBC Filing, as applicable, remain unchanged. In 
addition, each of the representations that applied to the current 
indexes underlying DBC and DBA set forth in the DBC/DBA Orders, as 
applicable, will continue to apply to the proposed replacement indexes, 
including, without limitation, with respect to the calculation and 
dissemination of index and commodity-related information.\6\ Further, 
other representations relating to the listing and trading of shares of 
DBC and DBA (``DBC Shares'' and ``DBA Shares'', respectively) on the 
Exchange, including, without limitation, dissemination of certain 
values, trading rules governing the trading of the DBC Shares and DBA 
Shares, and surveillance procedures for the DBC Shares and DBA Shares 
and the underlying commodities and commodity-related derivatives, will 
continue to apply. As a result of the proposed change, the Exchange 
represents that the Funds satisfy the requirements of Rule 8.200, 
Commentary .02, and therefore qualify for continued listing on the 
Exchange. In addition, the Funds will continue to satisfy Rule 10A-3 
under the Act.
---------------------------------------------------------------------------

    \6\ 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 the Index Sponsor that calculate and reconstitute 
the replacement indexes (the Calculation Group) and other Deutsche 
Bank personnel, 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 replacement indexes, in order to prevent 
the improper sharing of information relating to the recomposition of 
such indexes. The replacement indexes are not calculated by a 
broker-dealer.
---------------------------------------------------------------------------

PowerShares DB Commodity Index Tracking Fund
    The investment objective of DBC and the Master Fund is to seek to 
track changes, whether positive or negative, in the level of the 
Deutsche Bank Liquid Commodity Index Optimum Yield--Excess Return\TM\ 
(``DBLCI-OYER''), less the expenses of the operations of DBC and the 
DBC Master Fund. A description of the DBLCI-OYER, commodity futures 
contracts and related options, operation of DBC, creation and 
redemption procedures, and the Shares is set forth in the NYSE Arca 
Order, the Amex DBC Order, and the Supplemental Amex DBC Filing.\7\
---------------------------------------------------------------------------

    \7\ E-mail from Michael Cavalier, Chief Counsel, NYSE Euronext, 
to Daniel Gien, Staff Attorney, Division of Trading and Markets, 
Commission, dated Oct. 13, 2009.
---------------------------------------------------------------------------

    As described in the DBC Current Report (``DBC Index Description''), 
the Index Sponsor has made the determination that changes in regulatory 
circumstances (the ``DBC Changes'') affecting the DBLCI-OYER have 
arisen, and, in the view of the Index Sponsor, such DBC Changes 
necessitate the replacement of the DBLCI-OYER.\8\
---------------------------------------------------------------------------

    \8\ The action by the Funds to replace the commodity indexes 
currently underlying the Funds is in response to an announcement by 
the Commodity Futures Trading Commission (``CFTC'') in Release 5695-
09 (August 19, 2009) (``CFTC Release''), that the CFTC is 
withdrawing two no-action letters that provided relief from federal 
agricultural speculative positions limits set forth in CFTC 
regulations (17 CFR 150.2). The CFTC Release stated, in part, as 
follows: ``In CFTC Letter 06-09 (May 5, 2006), the agency's Division 
of Market Oversight (DMO) granted no-action relief to DB Commodity 
Services LLC, a commodity pool operator (CPO) and commodity trading 
advisor (CTA), permitting the DB Commodity Index Tracking Master 
Fund to take positions in corn and wheat futures that exceed federal 
speculative position limits set forth in CFTC Regulation 150.2. 
Subsequently, in CFTC Letter 06-19 (September 6, 2006), DMO granted 
similar no-action relief to a CPO/CTA employing a proprietary 
commodity investment strategy that includes positions in Chicago 
Board of Trade corn, soybeans and wheat futures contracts. Among 
other things, DMO's no-action position in both cases stated that any 
change in circumstances or conditions could result in a different 
conclusion. DMO has previously stated that the trading strategies 
employed by these entities would not qualify for a bona fide hedge 
exemption under the Commission's regulations.''
---------------------------------------------------------------------------

    Because of such DBC Changes, the Index Sponsor has determined that 
the replacement index should include additional commodities that are 
not currently part of the DBLCI-OYER in order to permit the replacement 
index to reflect, broadly and in proportion to historical levels, the 
world's production and supplies of certain commodities. The DBC Index 
Description will reflect the replacement of the DBLCI-OYER with the 
Deutsche Bank Liquid Commodity Index-Optimum Yield Diversified Excess 
Return\TM\ (``DBLCI-OY Diversified ER'').
    According to the DBC Index Description, the DBLCI-OY Diversified ER 
is intended to reflect, broadly and in proportion to historical levels, 
the world's production and supplies of certain commodities. The 
commodities of the DBLCI-OY Diversified ER are (1) Light, Sweet Crude 
Oil (WTI), (2) Heating Oil, (3) RBOB Gasoline, (4) Natural Gas, (5) 
Brent Crude, (6) Gold, (7) Silver, (8) Aluminum, (9) Zinc, (10) Copper 
Grade A, (11) Corn, (12) Wheat, (13) Soybeans, and (14) Sugar.\9\ Each 
commodity is represented in the DBLCI-OY Diversified ER\TM\ as an index 
with respect to that specific commodity (``Single Commodity Index''). 
Each Single Commodity Index is assigned a weight (the ``DBC Index Base 
Weight'') which is intended to reflect the world's production and 
supplies of each such index commodity.
---------------------------------------------------------------------------

    \9\ The DBLCI-OY Diversified ER includes all of the commodities 
in the previous DBLCI-OYER, and, in addition to such commodities, 
includes Brent Crude, RBOB Gasoline, Natural Gas, Silver, Zinc, 
Copper Grade A, Soybeans, and Sugar.
---------------------------------------------------------------------------

    According to the DBC Index Description, the DBLCI-OY Diversified ER 
has been calculated back to a base date (the ``DBC Base Date'') of 
September 3, 1997. On the DBC Base Date, the closing level of the 
DBLCI-OY Diversified ER\TM\ was 100.

------------------------------------------------------------------------
                                      DBC Index
       Single Commodity Index        Base Weight       Exchange \10\
                                          (%)
------------------------------------------------------------------------
Light, Sweet Crude Oil (WTI).......       12.375  NYMEX
Heating Oil........................       12.375  NYMEX
RBOB Gasoline......................       12.375  NYMEX
Natural Gas........................        5.500  NYMEX
Brent Crude........................       12.375  ICE-UK
Gold...............................        8.000  COMEX
Silver.............................        2.000  COMEX
Aluminum...........................        4.167  LME
Zinc...............................        4.167  LME
Copper Grade A.....................        4.167  LME
Corn...............................        5.625  CBOT
Wheat..............................        5.625  CBOT
Soybeans...........................        5.625  CBOT
Sugar..............................        5.625  ICE-US
------------------------------------------------------------------------

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

    \10\ The referenced exchanges with respect to the commodities 
for DBC and DBA, as applicable, are as follows: NYMEX (New York 
Mercantile Exchange); ICE-UK (ICE Futures Europe); COMEX (Commodity 
Exchange Inc.); LME (The London Metal Exchange Limited); CBOT 
(Chicago Board of Trade); CME (Chicago Mercantile Exchange); ICE-US 
(ICE Futures U.S.), Inc.; KCB (Kansas City Board of Trade).
---------------------------------------------------------------------------

    According to the DBC Current Report, each Single Commodity Index of 
the DBLCI-OY Diversified ER\TM\ employs a rules-based approach when it 
``rolls'' from one futures contract to another for each commodity. 
Rather than select a new futures contract based on a predetermined 
schedule (e.g., monthly), each Single Commodity Index rolls to the 
futures contract which generates the

[[Page 53530]]

maximum ``implied roll yield.'' The futures contract having a delivery 
month within the next thirteen months which generates the highest 
implied roll yield will be included in each Single Commodity Index.
    DBLCI-OY Diversified ER<SUP>TM</SUP> is calculated in U.S. dollars 
on both an excess return (unfunded) and total return (funded) index 
levels.
PowerShares DB Agriculture Fund
    DBA is designed to track the Deutsche Bank Liquid Commodity Index--
Optimum Yield Agriculture Excess Return<SUP>TM</SUP> (``DBLCI-OY 
Agriculture ER''), which is intended to reflect the agricultural 
sector. A description of the DBLCI-OY Agriculture ER, commodity futures 
contracts and related options, operation of DBA, creation and 
redemption procedures, and the DBA Shares is set forth in the NYSE Arca 
Order and the Amex DBA Order.
    As is the case with respect to DBC, as discussed above, the Index 
Sponsor has made the determination that changes in regulatory 
circumstances (``DBA Changes'') affecting the DBLCI-OY Agriculture ER 
have arisen, and, in the view of the Index Sponsor, such DBA Changes 
necessitate replacement of the DBLCI-OY Agriculture ER.\11\
---------------------------------------------------------------------------

    \11\ See note 8, supra.
---------------------------------------------------------------------------

    As described in the DBA Current Report (``DBA Index 
Description''),\12\ because of the DBA Changes, the Index Sponsor has 
determined that the replacement index should include additional 
commodities that are not currently part of the DBLCI-OY Agriculture ER 
in order to permit the replacement index to reflect the performance of 
the agricultural sector. The DBA Index Description will reflect the 
replacement of the DBLCI-OY Agriculture ER with the Deutsche Bank 
Liquid Commodity Index Diversified Agriculture Excess 
Return<SUP>TM</SUP> (``DBLCI Diversified Agriculture ER'').
---------------------------------------------------------------------------

    \12\ See note 4, supra.
---------------------------------------------------------------------------

    The DBLCI Diversified Agriculture ER is intended to reflect the 
performance of the agricultural commodities sector and is calculated on 
an excess return, or unfunded basis. The DBLCI Diversified Agriculture 
ER methodology provides that the replacement of expiring futures 
contracts in part would be based on ``Optimum Yield'' roll rules for 
such index, as described in the DBA Current Report. In addition, the 
DBLCI Diversified Agriculture ER, in part, is rolled on a non-Optimum 
Yield basis. Each commodity in the DBLCI Diversified Agriculture ER is 
assigned a weight (the ``DBA Index Base Weight'') which is intended to 
reflect the proportion of such commodity relative to such index.\13\
---------------------------------------------------------------------------

    \13\ The DBLCI Diversified Agriculture ER includes all of the 
commodities in the previous DBLCI-OY Agriculture ER, and, in 
addition to such commodities, includes Kansas Wheat, Cocoa, Coffee, 
Cotton, Live Cattle, Feeder Cattle, and Lean Hogs.
---------------------------------------------------------------------------

    The DBLCI Diversified Agriculture ER has been calculated back to a 
base date of January 18, 1989 (the ``Base Date''). On the Base Date, 
the closing level of the DBLCI Diversified Agriculture ER<SUP>TM</SUP> 
was 100.

------------------------------------------------------------------------
                                       DBA Index
    Single Commodity  Index \14\          Base            Exchange
                                      Weight  (%)
------------------------------------------------------------------------
Corn................................        12.50  CBOT
Soybeans............................        12.50  CBOT
Wheat...............................         6.25  CBOT
Kansas Wheat........................         6.25  KCB
Sugar...............................        12.50  ICE-US
Cocoa...............................        11.11  ICE-US
Coffee..............................        11.11  ICE-US
Cotton..............................         2.78  ICE-US
Live Cattle.........................        12.50  CME
Feeder Cattle.......................         4.17  CME
Lean Hogs...........................         8.33  CME
------------------------------------------------------------------------

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

    \14\ Futures contracts on Corn, Soybeans, Wheat, Kansas Wheat, 
and Sugar are rolled on an Optimum Yield basis. Futures contracts on 
Cocoa, Coffee, Cotton, Live Cattle, Feeder Cattle and Lean Hogs are 
rolled on a Non-Optimum Yield basis.
---------------------------------------------------------------------------

    DBLCI Diversified Agriculture ER is calculated in U.S. dollars on 
both an excess return (unfunded) and total return (funded) index 
levels.
Dissemination of Information About the Underlying Futures Contracts
    The closing prices and daily settlement prices for the futures 
contracts held by the applicable Master Funds are publicly available on 
the Web sites of the futures exchanges trading the particular 
contracts. The particular futures exchange for each futures contract in 
the DBLCI-OY Diversified ER, with Web site information, is as follows: 
(i) Aluminum, zinc and copper--LME at www.lme.com; (ii) corn, wheat and 
soybeans--CBOT at www.cmegroup.com; (iii) Brent Crude--ICE-UK at 
www.theice.com; (iv) sugar--ICE-US at www.theice.com; and (v) light, 
sweet crude oil (WTI), heating oil, RBOB gasoline, natural gas, gold 
and silver--NYMEX at www.nymex.com.
    The particular futures exchange for each futures contract in the 
DBLCI Diversified Agriculture ER with Web site information is as 
follows: (i) Corn, soybeans and wheat--CBOT at www.cmegroup.com; (ii) 
Kansas wheat--KCB at www.kcbt.com; (iii) sugar, coffee, cocoa and 
cotton--ICE-US at www.theice.com; and (iv) live cattle, feeder cattle 
and lean hogs--CME at www.cmegroup.com.
    The Exchange will issue an Information Bulletin regarding the 
replacement indexes for DBC and DBA in connection with trading of DBC 
and DBA based on such indexes.
    All terms relating to the Funds that are referred to, but not 
defined, in this proposed rule change are defined in the DBC 
Registration Statement, the DBC Current Report, the DBA Registration 
Statement, and the DBA Current Report, as applicable.
Surveillance
    The Exchange currently has in place an Information Sharing 
Agreement with the ICE Futures U.S., ICE Futures Europe, LME, and KCB, 
for the purpose of providing information in connection with trading in 
or related to futures contracts traded on their respective exchanges 
comprising the Indexes. The Exchange may obtain information via the 
Intermarket Surveillance Group (``ISG'') from other exchanges who are 
members of the ISG, including CME, CBOT and NYMEX.\15\
---------------------------------------------------------------------------

    \15\ For a list of the current members of ISG, see 
www.isgportal.org.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act \16\ in general and Section 6(b)(5) of the 
Act \17\ in particular in that it is designed 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 and perfect the mechanisms of a free and open market 
and to protect investors and the public interest. The Exchange believes 
that the proposed rule change accommodates an expansion of the 
commodities included in the indexes underlying the Funds, which has 
been undertaken in response to action by the CFTC referred to 
above,\18\ to the benefit of investors and the marketplace. In 
addition, the listing and trading criteria set forth in Rule 8.200 are 
intended to protect investors and the public interest.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78s(b).
    \17\ 15 U.S.C. 78s(b)(5).
    \18\ See note 8, supra.
---------------------------------------------------------------------------

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 that is not necessary or appropriate 
in furtherance of the purposes of the Act.

[[Page 53531]]

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

    No written comments were solicited or received with respect to the 
proposed rule change.

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

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

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

    <bullet> Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an e-mail to <a href="/cdn-cgi/l/email-protection#146661787139777b7979717a6067546771773a737b62"><span class="__cf_email__" data-cfemail="e193948d84cc828e8c8c848f9592a1928482cf868e97">[email protected]</span></a>. Please include 
File Number SR-NYSEArca-2009-89 on the subject line.

Paper Comments

    <bullet> Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2009-89. 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 Section, 100 F Street, 
NE., Washington, DC 20549, on official business days between the hours 
of 10 a.m. and 3 p.m. Copies of such filing will also be available for 
inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2009-89 and should 
be submitted on or before November 9, 2009.

V. Commission's Findings and Order Granting Accelerated Approval of the 
Proposed Rule Change

    After careful consideration, the Commission finds that the proposed 
rule change is consistent with the requirements of the Act and the 
rules and regulations thereunder applicable to a national securities 
exchange.\19\ In particular, the Commission finds that the proposed 
rule change is consistent with the requirements of Section 6(b)(5) of 
the Act,\20\ which requires, among other things, that the Exchange's 
rules be designed to promote just and equitable principles of trade, to 
foster cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, to remove impediments to and 
perfect the mechanism of a free and open market and national market 
system, and in general, to protect investors and the public interest. 
The Commission notes that the new replacement indexes, DBLCI-OY 
Diversified ER and DBLCI Diversfied Agriculture ER, reflect more 
commodity components and are more diversified than the current indexes 
underlying DBC and DBA, respectively.\21\ In addition, with the 
exception of the description of the replacement indexes underlying DBC 
and DBA, the Commission notes that the descriptions of the Funds and 
the Shares provided in the DBC/DBA Orders and the Supplemental Amex DBC 
Filing, as applicable, remain unchanged. The Commission further notes 
that each of the representations that applied to the current indexes 
underlying DBC and DBA set forth in the DBC/DBA Orders, as applicable, 
will continue to apply to the proposed replacement indexes, including, 
without limitation, with respect to the calculation and dissemination 
of index and commodity-related information. In addition, other 
representations relating to the listing and trading of the DBC Shares 
and DBA Shares on the Exchange, including, without limitation, 
dissemination of certain values, trading rules governing the trading of 
the DBC Shares and DBA Shares, and surveillance procedures for the DBC 
Shares and DBA Shares and the underlying commodities and commodity-
related derivatives, will continue to apply. As a result of the 
proposed change, the Exchange represents that the Funds will continue 
to satisfy the requirements of Commentary .02 to NYSE Arca Equities 
Rule 8.200 and therefore qualify for listing on the Exchange. This 
approval order is based on the Exchange's representations.
---------------------------------------------------------------------------

    \19\ In approving the proposed rule change, the Commission notes 
that it has considered the proposed rule's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
    \20\ 15 U.S.C. 78f(b)(5).
    \21\ See supra notes 9 and 13.
---------------------------------------------------------------------------

    The Commission finds good cause, pursuant to Section 19(b)(2) of 
the Act,\22\ for approving the proposed rule change prior to the 30th 
day after publication of notice in the Federal Register. The Commission 
notes that the DBC Shares and DBA Shares are currently listed and 
trading on the Exchange based on the DBLCI-OYER and the DBLCI-OY 
Agriculture ER, respectively. The Commission believes that the 
Exchange's proposal to replace such current indexes with the DBLCI-OY 
Diversified ER and DBLCI Diversified Agriculture ER, which are more 
broad-based than the current indexes, does not appear to present any 
novel issues or significant regulatory concerns. The Commission notes 
that, with the exception of the description of the replacement indexes 
underlying DBC and DBA, the descriptions of the Funds and the Shares, 
as provided in the DBC/DBA Orders and the Supplemental Amex DBC Filing, 
as applicable, and the representations previously made by the Exchange 
relating to the indexes and the trading of the DBC Shares and DBA 
Shares on the Exchange will continue to apply. The Commission also 
notes that the Exchange's proposal represents action in response to the 
CFTC Release. The Commission believes that accelerating approval of 
this proposal should benefit investors and the marketplace by 
providing, without undue delay, for certain commodity-based products

[[Page 53532]]

currently listed and trading on an exchange to be based on an expanded 
and more diversified set of commodity components.
---------------------------------------------------------------------------

    \22\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\23\ that the proposed rule change (SR-NYSEArca-2009-89) be, and it 
hereby is, approved on an accelerated basis.
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
---------------------------------------------------------------------------

    \24\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-25109 Filed 10-16-09; 8:45 am]
BILLING CODE 8011-01-P


</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>