9802 Federal Register / Vol. 72, No. 42 / Monday, March 5, 2007 / Notices 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3NAV per Share of each Fund is computed by 

dividing the value of the net assets of such Fund 

(i.e., the value of its total assets less total liabilities) 

by its total number of Shares outstanding. Expenses 

and fees are accrued daily and taken into account 

for purposes of determining NAV. 

4Securities Exchange Act Release No. 53784 (May 

10, 2006), 71 FR 28721 (May 17, 2006). These 

Funds were subsequently approved for UTP trading 

on NYSE Arca. See Securities Exchange Act Release 

No. 54026 (June 21, 2006), 71 FR 36850 (June 28, 

2006). 

5Securities Exchange Act Release No. 55117 

(January 17, 2007), 72 FR 3442 (January 25, 2007). 

These Funds were subsequently approved for UTP 

trading on NYSE Arca. See Securities Exchange Act 

Release No. 55125 (January 18, 2007), 72 FR 3462 

(January 25, 2007). 

6See supra note 4. 

7See supra note 5. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55353; File No. SR–

NASDAQ–2007–011] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Order Granting Accelerated 

Approval of Proposed Rule Change To 

Permit Trading Pursuant to Unlisted 

Trading Privileges of Shares of 93 

Funds of the Proshares Trust 

February 26, 2007. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on February 

21, 2007, The NASDAQ Stock Market 

LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been substantially prepared by the 

Exchange. This order provides notice of 

the proposed rule change and approves 

the proposal on an accelerated basis. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Nasdaq is proposing to trade shares of 

the 93 funds identified below 

(collectively, the ‘‘Funds’’) of the 

ProShares Trust (‘‘Trust’’) pursuant to 

unlisted trading privileges (‘‘UTP’’). 

The text of the proposed rule change 

is available from Nasdaq’s Web site at 

nasdaq.complinet.com, at Nasdaq’s 

principal office, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange 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 III below. The 

Exchange has prepared summaries, set 

forth in Sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to trade, 

pursuant to UTP, the Shares of 93 

Funds, which are exchange-traded 

funds (‘‘ETFs’’). The Commission has 

approved exchange rules for the original 

listing and trading of the Shares on the 

American Stock Exchange (‘‘Amex’’). 

Nasdaq is submitting this filing because 

its current generic listing standards for 

ETFs do not extend to ETFs with the 

investment objective of corresponding 

to a specified multiple of the 

performance, or the inverse 

performance, of an index that underlies 

each Fund (each such index is referred 

to below as an ‘‘Underlying Index’’), 

rather than merely mirroring the 

performance of the index. Systems 

operated by Nasdaq and its affiliates 

currently trade on an over-the-counter 

basis (as facilities of the NASD) those 

Shares that have already commenced 

trading on Amex; some of the Shares 

were approved for listing and trading 

only recently, and actual trading has not 

yet commenced. This filing will allow 

Nasdaq to trade the Shares as an 

exchange. 

Ultra Funds 

Certain Funds seek daily investment 

results, before fees and expenses, that 

correspond to twice (200%) the daily 

performance of the Underlying Indexes 

(‘‘Ultra Funds’’). If such Funds meet 

their objective, the net asset value (the 

‘‘NAV’’) 3 of the Shares of each Fund 

should increase (on a percentage basis) 

approximately twice as much as the 

Fund’s Underlying Index when the 

prices of the securities in such Index 

increase on a given day, and should lose 

approximately twice as much when 

such prices decline on a given day. This 

filing applies to the following Ultra 

Funds: 

4 Ultra Funds listed and traded on 

Amex pursuant to Commission order on 

May 10, 2006 4: (1) Ultra S&P 500, (2) 

Ultra Nasdaq-100, (3) Ultra Dow 30, and 

(4) Ultra S&P Mid-Cap 400; and 

27 Ultra Funds listed and traded on 

Amex pursuant to Commission order on 

January 17, 2007 5: (1) Ultra Russell 

2000, (2) Ultra S&P SmallCap 600, (3) 

Ultra S&P500/Citigroup Value, (4) Ultra 

S&P500/Citigroup Growth, (5) Ultra S&P 

MidCap 400/Citigroup Value, (6) Ultra 

S&P MidCap 400/Citigroup Growth, (7) 

Ultra S&P SmallCap 600/Citigroup 

Value, (8) Ultra S&P SmallCap 600/ 

Citigroup Growth, (9) Ultra Basic 

Materials, (10) Ultra Consumer Goods, 

(11) Ultra Consumer Services, (12) Ultra 

Financials, (13) Ultra Health Care, (14) 

Ultra Industrials, (15) Ultra Oil & Gas, 

(16) Ultra Real Estate, (17) Ultra 

Semiconductors, (18) Ultra Technology, 

(19) Ultra Utilities, (20) Ultra Russell 

Midcap Index, (21) Ultra Russell 

Midcap Growth Index, (22) Ultra Russell 

Midcap Value Index, (23) Ultra Russell 

1000 Index, (24) Ultra Russell 1000 

Growth Index, (25) Ultra Russell 1000 

Value Index, (26) Ultra Russell 2000 

Growth Index, and (27) Ultra Russell 

2000 Value Index. 

Short Funds 

Nasdaq also proposes to trade Shares 

of certain Funds that seek daily 

investment results, before fees and 

expenses, that correspond to the inverse 

or opposite of the daily performance (–

100%) of the Underlying Indexes 

(‘‘Short Funds’’). If such a Fund is 

successful in meeting its objective, the 

NAV of the corresponding Shares 

should increase approximately as much 

(on a percentage basis) as the respective 

Underlying Index loses when the prices 

of the securities in the Index decline on 

a given day, or should decrease 

approximately as much as the respective 

Index gains when prices in the Index 

rise on a given day. This filing applies 

to the following Short Funds: 

4 Short Funds listed and traded on 

Amex pursuant to Commission order on 

May 10, 2006 6: (1) Short S&P 500, (2) 

Short Nasdaq-100, (3) Short Dow 30, 

and (4) Short S&P Mid-Cap 400; and 

27 Short Funds listed and traded on 

Amex pursuant to Commission order on 

January 17, 2007 7: (1) Short Russell 

2000, (2) Short S&P SmallCap 600, (3) 

Short S&P500/Citigroup Value, (4) Short 

S&P500/Citigroup Growth, (5) Short 

S&P MidCap 400/Citigroup Value, (6) 

Short S&P MidCap 400/Citigroup 

Growth, (7) Short S&P SmallCap 600/ 

Citigroup Value, (8) Short S&P 


erjones on PRODPC74 with NOTICES
Federal Register / Vol. 72, No. 42 / Monday, March 5, 2007 / Notices 9803 

8Securities Exchange Act Release No. 54040 

(June 23, 2006), 71 FR 37629 (June 30, 2006). These 

Funds were subsequently approved for UTP trading 

on NYSE Arca. See Securities Exchange Act Release 

No. 54045 (June 26, 2006), 71 FR 37971 (July 3, 

2006). 

9See supra note 5. 

10The Trust’s Web site is publicly accessible at 

no charge and contains the following information 

for each Fund’s Shares: (1) The prior business day’s 

closing NAV, the reported closing price, and a 

calculation of the premium or discount of such 

price in relation to the closing NAV; (2) data for a 

period covering at least the current and three 

immediately preceding calendar quarters (or the life 

of a Fund, if shorter) indicating how frequently 

each Fund’s Shares traded at a premium or discount 

to NAV based on the daily closing price and the 

closing NAV, and the magnitude of such premiums 

and discounts; (3) its prospectus and product 

description; and (4) other quantitative information 

such as daily trading volume. The prospectus and/ 

or product description for each Fund would inform 

investors that the Trust’s Web site has information 

about the premiums and discounts at which the 

Fund’s Shares have traded. 

11See supra notes 4, 5 and 8. 

12The Original Filings explain that, if the IIV is 

not disseminated as required, Amex would halt 

trading in the shares of the Funds. If Amex halts 

trading for this reason, then Nasdaq would do so 

as well. 

13Because NSCC does not disseminate the new 

basket amount to market participants until 

approximately 6 p.m. to 7 p.m. ET, an updated IIV 

is not possible to calculate from 4:15 p.m. to 8 p.m. 

ET. It is also Nasdaq’s understanding that the 

official index sponsors for the Underlying Indexes 

currently do not calculate updated index values 

during those times. However, if the index sponsors 

calculated an Underlying Index for a Fund during 

those times in the future, Nasdaq would not trade 

that Fund during those times unless the official 

index value were widely disseminated. 

14See Securities Exchange Act Release No. 55269 

(February 9, 2007), 72 FR 7490 (February 15, 2007) 

(SR–NASDAQ–2006–050). 

SmallCap 600/Citigroup Growth, (9) 

Short Basic Materials, (10) Short 

Consumer Goods, (11) Short Consumer 

Services, (12) Short Financials, (13) 

Short Health Care, (14) Short 

Industrials, (15) Short Oil & Gas, (16) 

Short Real Estate, (17) Short 

Semiconductors, (18) Short Technology, 

(19) Short Utilities, (20) Short Russell 

Midcap Index, (21) Short Russell 

Midcap Growth Index, (22) Short 

Russell Midcap Value Index, (23) Short 

Russell 1000 Index, (24) Short Russell 

1000 Growth Index, (25) Short Russell 

1000 Value Index, (26) Short Russell 

2000 Growth Index, and (27) Short 

Russell 2000 Value Index. 

UltraShort Funds 

Nasdaq also proposes to trade Shares 

of certain Funds that seek daily 

investment results, before fees and 

expenses, that correspond to twice the 

inverse (–200%) of the daily 

performance of the Underlying Indexes 

(‘‘UltraShort Funds’’). If such a Fund is 

successful in meeting its objective, the 

NAV of the corresponding Shares 

should increase approximately twice as 

much (on a percentage basis) as the 

respective Underlying Index loses when 

the prices of the securities in the Index 

decline on a given day, or should 

decrease approximately twice as much 

as the respective Underlying Index gains 

when such prices rise on a given day. 

This filing applies to the following 

UltraShort Funds: 

4 UltraShort Funds listed and traded 

on Amex pursuant to Commission order 

on June 23, 2006 8: (1) UltraShort S&P 

500, (2) UltraShort Nasdaq-100, (3) 

UltraShort Dow 30, and (4) UltraShort 

S&P Mid-Cap 400; and 

27 UltraShort funds listed and traded 

on Amex pursuant to Commission order 

on January 17, 2007 9: (1) UltraShort 

Russell 2000, (2) UltraShort S&P 

SmallCap 600, (3) UltraShort S&P500/ 

Citigroup Value, (4) UltraShort S&P500/ 

Citigroup Growth, (5) UltraShort S&P 

MidCap 400/Citigroup Value, (6) 

UltraShort S&P MidCap 400/Citigroup 

Growth, (7) UltraShort S&P SmallCap 

600/Citigroup Value, (8) UltraShort S&P 

SmallCap 600/Citigroup Growth, (9) 

UltraShort Basic Materials, (10) 

UltraShort Consumer Goods, (11) 

UltraShort Consumer Services, (12) 

UltraShort Financials, (13) UltraShort 

Health Care, (14) UltraShort Industrials, 

(15) UltraShort Oil & Gas, (16) 

UltraShort Real Estate, (17) UltraShort 

Semiconductors, (18) UltraShort 

Technology, (19) UltraShort Utilities, 

(20) UltraShort Russell Midcap Index, 

(21) UltraShort Russell Midcap Growth 

Index, (22) UltraShort Russell Midcap 

Value Index, (23) UltraShort Russell 

1000 Index, (24) UltraShort Russell 1000 

Growth Index, (25) UltraShort Russell 

1000 Value Index, (26) UltraShort 

Russell 2000 Growth Index, and (27) 

UltraShort Russell 2000 Value Index. 

Access to the current portfolio 

composition of each Fund is currently 

available through the Trust’s Web site 

(http://www.proshares.com).10 The 

Underlying Indexes are identified in 

Amex’s proposed rule changes to list the 

Funds (the ‘‘Original Filings’’).11 The 

Original Filings state that Amex would 

disseminate for each Fund on a daily 

basis by means of Consolidated Tape 

Association (‘‘CTA’’) and CQ High 

Speed Lines information with respect to 

an Indicative Intra-Day Value (‘‘IIV’’), 

the daily trading volume, closing price, 

NAV, and final dividend amounts, if 

any, to be paid for each Fund.12

The Original Filings state that the 

daily closing index value and the 

percentage change in the daily closing 

index value for each Underlying Index 

would be publicly available on various 

Web sites such as http:// 

www.bloomberg.com. The Original 

Filings further state that data regarding 

each Underlying Index are also available 

from the respective index provider to 

subscribers. According to the Original 

Filings, several independent data 

vendors package and disseminate index 

data in various value-added formats 

(including vendors displaying both 

securities and index levels and vendors 

displaying index levels only). 

The Original Filings state that the 

value of each Underlying Index is 

updated intra-day on a real-time basis as 

its individual component securities 

change in price, and the intra-day 

values of each Underlying Index are 

disseminated at least every 15 seconds 

throughout Amex’s trading day by 

Amex or another organization 

authorized by the relevant Underlying 

Index provider. 

To provide updated information 

relating to each Fund for use by 

investors, professionals, and persons 

wishing to create or redeem Shares, 

Amex disseminates through the 

facilities of the CTA: (1) Continuously 

throughout Amex’s trading day, the 

market value of a Share; and (2) at least 

every 15 seconds throughout Amex’s 

trading day, the IIV as calculated by 

Amex. 

Shares would trade on Nasdaq from 

9:30 a.m. ET until 8 p.m. ET, even if the 

IIV is not disseminated from 4:15 p.m. 

ET to 8 p.m. ET.13 Nasdaq has 

appropriate rules to facilitate 

transactions in the Shares during these 

trading sessions. 

Nasdaq will halt trading in the Shares 

of a Fund under the conditions 

specified in Nasdaq Rules 4120 and 

4121. The conditions for a halt include 

a regulatory halt by the listing market. 

UTP trading in the Shares will also be 

governed by provisions of Nasdaq Rule 

4120 relating to temporary interruptions 

in the calculation or wide dissemination 

of the IOPV or the value of the 

Underlying Index.14 Additionally, 

Nasdaq may cease trading the Shares if 

other unusual conditions or 

circumstances exist which, in the 

opinion of Nasdaq, makes further 

dealings on Nasdaq detrimental to the 

maintenance of a fair and orderly 

market. Nasdaq will also follow any 

procedures with respect to trading halts 

as set forth in Nasdaq Rule 4120(c). 

Finally, Nasdaq will stop trading the 

Shares of a Fund if the listing market 

delists them. 

In connection with the trading of the 

Shares, Nasdaq will inform Nasdaq 

members in an Information Circular of 

the special characteristics and risks 

associated with trading the Shares, as 


erjones on PRODPC74 with NOTICES
9804 Federal Register / Vol. 72, No. 42 / Monday, March 5, 2007 / Notices 

15Surveillance of all trading on NASD facilities 

operated by Nasdaq, including the trading of 

Shares, is currently being conducted by NASD. 

After Nasdaq begins to trade the Shares as an 

exchange, NASD will continue to surveil trading, 

pursuant to a regulatory services agreement. Nasdaq 

is responsible for NASD’s performance under this 

regulatory services agreement. 

16 15 U.S.C. 78f(b). 

17 15 U.S.C. 78f(b)(5). 

18 17 CFR 240.12f–5. 

19 In approving this rule change, the Commission 

notes that it has considered the proposal’s impact 

on efficiency, competition, and capital formation. 

See 15 U.S.C. 78c(f). 

20 15 U.S.C. 78f(b)(5). 

21 15 U.S.C. 78l(f). 

22Section 12(a) of the Act, 15 U.S.C. 78l(a), 

generally prohibits a broker-dealer from trading a 

security on a national securities exchange unless 

the security is registered on that exchange pursuant 

to Section 12 of the Act. Section 12(f) of the Act 

excludes from this restriction trading in any 

security to which an exchange ‘‘extends UTP.’’

When an exchange extends UTP to a security, it 

allows its members to trade the security as if it were 

listed and registered on the exchange even though 

it is not so listed and registered. 

23See supra notes 4–9. 

24 17 CFR 240.12f–5. 

well as the requirements of Nasdaq Rule 

2310, which requires Nasdaq members 

to determine that a particular security is 

suitable for a customer before 

recommending a transaction in it. 

Nasdaq also would require its members 

to deliver a prospectus or product 

description to investors purchasing the 

Shares prior to or concurrently with a 

transaction in the Shares. 

Nasdaq deems the Shares to be equity 

securities, thus rendering trading in the 

Shares subject to Nasdaq’s existing rules 

applicable to UTP trading of equity 

securities. Nasdaq believes that its 

surveillance procedures are adequate to 

address any concerns about the trading 

of the Shares on Nasdaq. Trading of the 

Shares through NASD facilities operated 

by Nasdaq is currently subject to 

NASD’s surveillance procedures for 

equity securities in general and ETFs in 

particular. After Nasdaq begins to trade 

the Shares as an exchange, NASD, on 

behalf of Nasdaq, will continue to 

monitor such trading. Nasdaq’s 

transition to exchange status will not 

result in any change in the surveillance 

process with respect to the Shares.15

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act 16 in general and 

furthers the objectives of Section 

6(b)(5) 17 in particular in that it is 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, remove impediments to a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. In 

addition, the Exchange believes that the 

proposal is consistent with Rule 12f–5 

under the Act 18 because it deems the 

Shares to be equity securities, thus 

rendering trading in the Shares subject 

to Nasdaq’s existing rules governing the 

trading of equity securities. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will result in 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

The proposal will promote competition 

with respect to trading of the Shares by 

ensuring that Nasdaq can continue to 

trade the Shares after it begins to 

operate as an exchange for non-Nasdaq 

securities. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

Written comments were neither 

solicited nor received. 

III. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–NASDAQ–2007–011 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Nancy M. Morris, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NASDAQ–2007–011. 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 such filing also will be 

available for inspection and copying at 

the principal office of the Exchange. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–NASDAQ–2007–011 and 

should be submitted on or before March 

26, 2007. 

IV. Commission’s Findings and Order 

Granting Accelerated Approval of the 

Proposed Rule Change 

After careful review, 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 Section 

6(b)(5) of the Act,20 which requires that 

an exchange have rules designed, among 

other things, to promote just and 

equitable principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and in 

general to protect investors and the 

public interest. The Commission 

believes that this proposal should 

benefit investors by increasing 

competition among markets that trade 

the Shares. 

In addition, the Commission finds 

that the proposal is consistent with 

Section 12(f) of the Act,21 which permits 

an exchange to trade, pursuant to UTP, 

a security that is listed and registered on 

another exchange.22 The Commission 

notes that it previously approved the 

listing and trading of the Shares on 

Amex and the trading of the Shares on 

NYSE Arca pursuant to UTP.23 The 

Commission also finds that the proposal 

is consistent with Rule 12f–5 under the 

Act,24 which provides that an exchange 

shall not extend UTP to a security 

unless the exchange has in effect a rule 

or rules providing for transactions in the 

class or type of security to which the 

exchange extends UTP. The Exchange 

has represented that it meets this 

requirement because it deems the 

Shares to be equity securities, thus 

rendering trading in the Shares subject 

to the Exchange’s existing rules 


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Federal Register / Vol. 72, No. 42 / Monday, March 5, 2007 / Notices 9805 

25 15 U.S.C. 78k–1(a)(1)(C)(iii). 

26 15 U.S.C. 78s(b)(2). 

27 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A)(iii). 

4 17 CFR 240.19b–4(f)(6). 

governing the trading of equity 

securities. 

The Commission further believes that 

the proposal is consistent with Section 

11A(a)(1)(C)(iii) of the Act,25 which sets 

forth Congress’ finding that it is in the 

public interest and appropriate for the 

protection of investors and the 

maintenance of fair and orderly markets 

to assure the availability to brokers, 

dealers, and investors of information 

with respect to quotations for and 

transactions in securities. Quotations for 

and last sale information regarding the 

Shares are disseminated through the 

facilities of the CTA and the 

Consolidated Quotation System. 

Furthermore, the IIV, updated to reflect 

changes in currency exchange rates, is 

calculated by Amex and published via 

the facilities of the Consolidated Tape 

Association on a 15-second delayed 

basis throughout the Exchange’s Core 

Trading Session. In addition, if the 

listing market halts trading when the IIV 

is not being calculated or disseminated, 

the Exchange would halt trading in the 

Shares. 

The Commission notes that, if the 

Shares should be delisted by the listing 

exchange, the Exchange would no 

longer have authority to trade the Shares 

pursuant to this order. 

In support of this proposal, the 

Exchange has made the following 

representations: 

1. The Exchange’s surveillance 

procedures are adequate to properly 

monitor Exchange trading of the Shares 

in all trading sessions and to deter and 

detect violations of Exchange rules. 

2. Prior to the commencement of 

trading, the Exchange would inform its 

members in an Information Bulletin of 

the special characteristics and risks 

associated with trading the Shares. 

3. Prior to the commencement of 

trading, the Exchange would inform its 

members in an Information Bulletin the 

requirement that members deliver a 

prospectus to investors purchasing 

newly issued Shares prior to or 

concurrently with the confirmation of a 

transaction. 

This approval order is conditioned on 

the Exchange’s adherence to these 

representations. 

The Commission finds good cause for 

approving this proposal before the 

thirtieth day after the publication of 

notice thereof in the Federal Register. 

As noted previously, the Commission 

previously found that the listing and 

trading of the Shares on Amex and the 

trading of the Shares on NYSE Area 

pursuant to UTP are consistent with the 

Act. The Commission presently is not 

aware of any regulatory issue that 

should cause it to revisit those findings 

or would preclude the trading of the 

Shares on the Exchange pursuant to 

UTP. Therefore, accelerating approval of 

this proposal should benefit investors 

by creating, without undue delay, 

additional competition in the market for 

the Shares. 

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,26 that the 

proposed rule change (SR–NASDAQ–

2007–011), be and it hereby is, approved 

on an accelerated basis. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.27

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–3749 Filed 3–2–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55355; File No. SR–

NASDAQ–2007–007] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Regarding 

Technical and Conforming Changes to 

Nasdaq’s 7000 Series Rules 

February 26, 2007. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on February 

9, 2007, The NASDAQ Stock Market 

LLC (‘‘Nasdaq’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been 

substantially prepared by Nasdaq. 

Nasdaq has designated this proposal as 

non-controversial under Section 

19(b)(3)(A)(iii) of the Act 3 and Rule 

19b–4(f)(6) thereunder,4 which renders 

the proposed rule change effective upon 

filing with the Commission. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Nasdaq proposes to reflect in the Rule 

7000 Series of Nasdaq’s rules certain 

changes made to the Rule 7000 Series of 

the rules of the National Association of 

Securities Dealers, Inc. (‘‘NASD’’) in 

recent months with respect to systems 

operated by Nasdaq and its affiliates 

under NASD rules, and to make other 

conforming changes to reflect Nasdaq 

commencing operations as an exchange 

for trading non-Nasdaq listed securities 

on February 12, 2007. Nasdaq proposed 

to implement the proposed rule change 

on February 12, 2007. 

The text of the proposed rule change 

is below. Proposed new language is in 

italics; proposed deletions are in 

brackets. 

7013. Consolidated Quotation Service 

and Exchange-Listed Securities 

Transaction Credit. 

(a) No change. 

(b) Nasdaq members that trade 

securities listed on the NYSE (‘‘Tape 

A’’) and Amex (‘‘Tape B’’) through 

Nasdaq may receive from Nasdaq 

transaction credits based on the number 

of transactions attributed to them. A 

transaction is attributed to a member if 

the transaction is executed through 

[CAES, ITS or Nasdaq’s Brut Facility] 

the Nasdaq Market Center, and the 

member acts as liquidity provider (i.e., 

the member sells in response to a buy 

order or buys in response to a sell 

order). A Nasdaq member may earn 

credits from one or both pools 

maintained by Nasdaq, each pool 

representing 50% of the revenue paid by 

the Consolidated Tape Association to 

Nasdaq for each of Tape A and Tape B 

transactions after deducting the amount 

that Nasdaq pays to the Consolidated 

Tape Association for capacity usage. A 

Nasdaq member may earn credits from 

the pools according to the member’s pro 

rata share of transactions attributed to 

Nasdaq members in each of Tape A and 

Tape B for each calendar quarter. 

Liquidity providers executing 

transactions in Tape B securities 

through the Nasdaq Market Center will 

receive credits with respect to such 

transactions on an estimated monthly 

basis; all other credits under this rule 

will be paid on a quarterly basis. 

7014. [Computer Assisted Execution 

Service] Nasdaq Market Center for 

Non-Nasdaq Securities. 

The charges to be paid by members 

[receiving the Computer Assisted 

Execution Service (CAES)] using the 

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