Federal Register / Vol. 72, No. 56 / Friday, March 23, 2007 / Notices 13843 

8 15 U.S.C. 78s(b)(3)(A)(ii). 

9 17 CFR 240.19b–4(f)(2). 

10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

(B) Self-Regulatory Organization’s 

Statement on Burden on Competition 

DTC does not believe that the 

proposed rule change would have any 

impact or impose any burden on 

competition. 

(C) Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments relating to the 

proposed rule change have not yet been 

solicited or received. DTC will notify 

the Commission of any written 

comments received by DTC. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing rule change 

changes fees charged clearing members 

by DTC, it has become effective 

pursuant to Section 19(b)(3)(A)(ii) of the 

Act 8 and Rule 19b–4(f)(2) 9 thereunder. 

At any time within sixty days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

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

rules/sro.shtml) or 

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

Number SR–DTC–2007–02 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–DTC–2007–02. 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. Copies of such filing also will 

be available for inspection and copying 

at the principal office of DTC and on 

DTC’s Web site at http://www.dtc.org. 

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–DTC–2007–02 and should 

be submitted on or before April 13, 

2007. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.10

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–5351 Filed 3–22–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55489; File No. SR–

NASDAQ–2007–023] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Order Granting Accelerated 

Approval of Proposed Rule Change To 

Trade the Shares of the PowerShares 

DB U.S. Dollar Index Bullish Fund and 

the PowerShares DB U.S. Dollar Index 

Bearish Fund Pursuant to Unlisted 

Trading Privileges 

March 19, 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 March 9, 

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 

proposed rule change on an accelerated 

basis. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Nasdaq proposes to trade shares of the 

PowerShares DB U.S. Dollar Index 

Bullish Fund (the ‘‘Bullish Fund’’) and 

the PowerShares DB U.S. Dollar Index 

Bearish Fund (the ‘‘Bearish Fund,’’ and 

together with the Bullish Fund, the 

‘‘Funds’’) pursuant to unlisted trading 

privileges (‘‘UTP’’). The text of the 

proposed rule change is available at 

Nasdaq, the Commission’s Public 

Reference Room, and 

nasdaq.complinet.com. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

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 

Pursuant to Nasdaq Rule 4630, which 

permits the Exchange to approve for 

UTP trading a ‘‘commodity-related 

security’’ that is issued by a trust, 

partnership, commodity pool, or similar 

entity that invests in any combination of 

commodities, futures contracts, options 

on futures contracts, forward contracts, 

commodity swaps, or other related 

derivatives, the Exchange proposes to 

trade pursuant to UTP the shares of the 

Funds (the ‘‘Shares’’). The Shares 

represent beneficial ownership interests 

in the corresponding common units of 

beneficial interests of the DB U.S. Dollar 

Index Master Bullish Fund and the DB 

U.S. Dollar Index Master Bearish Fund, 

respectively (collectively, the ‘‘Master 

Funds’’). A proposal to list and trade the 

Shares by the American Stock Exchange 


sroberts on PROD1PC70 with NOTICES
13844 Federal Register / Vol. 72, No. 56 / Friday, March 23, 2007 / Notices 

3See Securities Exchange Act Release No. 55292 

(February 14, 2007), 72 FR 8406 (February 26, 2007) 

(SR–Amex–2006–86) (‘‘Amex Order’’); Securities 

Exchange Act Release No. 55110 (January 16, 2007), 

72 FR 3171 (January 24, 2007) (SR–Amex–2006–86) 

(‘‘Amex Notice’’). 

4The USDX, which is composed of six 

underlying foreign currencies (Euro, Japanese Yen, 

British Pound, Canadian Dollar, Swedish Krona, 

and Swiss Franc, collectively, the ‘‘Index 

Currencies’’), is composed of notional amounts of 

each Index Currency reflecting a geometric average 

of the change in the Index Currencies’ exchange 

rates against the U.S. Dollar (‘‘USD’’) relative to 

those as of March 1973. The value of the USDX 

reflects a general indication of the international 

value of the USD by averaging the exchange rates 

between the USD and the Index Currencies. 

5The calculation methodologies of each Index, as 

well as the structure and operation of the Funds 

and the creation and redemption procedures for the 

Shares, are described in greater detail in the Amex 

Notice. 

6The Exchange represents that if Amex halts 

trading in the Shares of any Fund because the NAV 

per Share for such Fund is no longer disseminated 

to all market participants at the same time, it would 

also halt trading such Shares. E-mail from Jonathan 

Cayne, Associate General Counsel, Nasdaq, to 

Edward Cho, Special Counsel, Division of Market 

Regulation, Commission, dated March 14, 2007 

(clarifying that the Exchange would also halt 

trading the Shares in such an event). 

7The Cash Deposit Amount is the amount of cash 

equal to the NAV per Share times 200,000 Shares 

to be transferred to the Administrator for the 

purchase of one or more Baskets (as defined below). 

8A Basket is a single block of 200,000 Shares; 

issuances of the Shares can be made only in one 

or more Baskets. 

9See Securities Exchange Act Release No. 55269 

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

(SR–NASDAQ–2006–050) (setting forth trading halt 

requirements when the Exchange is trading a 

product pursuant to UTP). See also supra note 6. 

LLC (‘‘Amex’’) has been approved by the 

Commission.3

The overall investment objective of 

each of the Funds and the Master Funds 

is to reflect the performance of their 

respective benchmark index, less 

expenses, plus the excess, if any, of the 

corresponding Master Fund’s interest 

income from its holdings of U.S. 

Treasury and other high-credit-quality, 

short-term fixed income securities over 

its expenses. The Bullish Fund seeks to 

track the ‘‘Long Index’’ by investing in 

long positions in futures contracts (‘‘DX 

Contracts’’) on the U.S. Dollar Index

(‘‘USDX’’), and the Bearish Fund seeks 

to track the ‘‘Short Index’’ by investing 

in short positions in DX Contracts on 

the USDX.4 Both the Long Index and 

Short Index (collectively, the ‘‘Indexes’’) 

are designed to reflect the return from 

investing in the first-to-expire DX 

Contract. DX Contracts are traded 

through the FINEX currency markets of 

the New York Board of Trade 

(‘‘NYBOT’’). 

The use of a long position in a DX 

Contract in the construction of the Long 

Index causes the Long Index level to rise 

as a result of any upward price 

movement in the DX Contract. 

Conversely, the use of a short position 

in a DX Contract in the construction of 

the Short Index causes the Short Index 

level to rise as a result of any downward 

price movement in the DX Contract. As 

a result, the performance of the Long 

Index and Short Index would reflect any 

rise or fall of the USD versus the 

underlying basket of Index Currencies.5

Deutsche Bank AG London (the 

‘‘Index Sponsor’’) calculates the values 

of the Indexes during the trading day 

and such values are disseminated at 

least every 15 seconds through the 

facilities of the Consolidated Tape 

(‘‘CT’’), major market data vendors, the 

Web site of DB Commodity Services 

LLC, as operator of the Funds and 

Master Funds (the ‘‘Managing Owner’’), 

and the Index Sponsor’s Web site. Amex 

also disseminates for each of the Funds 

on a per-Share basis an updated 

‘‘Indicative Fund Value,’’ which reflects 

the cash required for creations and 

redemptions for each Fund, adjusted to 

reflect the price changes of the DX 

Contracts and the holdings of U.S. 

Treasury securities and other highcredit-quality, short-term fixed income 

securities, at least every 15 seconds 

between 9:30 a.m. to 4:15 p.m. Eastern 

Time (‘‘ET’’). Shortly after 4 p.m. ET 

each business day, the Bank of New 

York (the ‘‘Administrator’’), determines 

the net asset value (‘‘NAV’’) for each of 

the Funds and disseminates such NAV 

per Share to all market participants at 

the same time.6

On each business day, the 

Administrator makes available 

immediately prior to 9:30 a.m. ET the 

most recent Cash Deposit Amount 7for 

the creation of a Basket,8 and Amex 

disseminates the current value of the 

Cash Deposit Amount on a per-Share 

basis at least every 15 seconds 

throughout the trading day. The daily 

settlement prices of the DX Contracts, 

specific contract specifications, and 

delayed futures contract information on 

current and past trading sessions, 

including futures quotes and last sale 

information, are publicly available on 

NYBOT’s Web site and on the Web sites 

of various market data vendors, news 

publications, automated quotation 

systems, or other financial information 

services. 

Information regarding the Shares is 

available through Amex, the Index 

Sponsor, and various independent 

sources. Specifically, Amex 

disseminates on a daily basis for each of 

the Funds information with respect to 

the daily trading volume of each of the 

Shares, the number of Shares 

outstanding, the closing prices of each 

Fund’s Shares, the corresponding NAV, 

and a hyperlink on its Web site to the 

Index Sponsor’s Web site. In addition, 

the Web site for the Funds contains the 

following information: (1) The current 

NAV per Share daily, the prior business 

day’s NAV, and the reported closing 

price; (2) the mid-point of the bid-ask 

price in relation to the NAV as of the 

time the NAV is calculated (the ‘‘BidAsk Price’’); (3) the calculation of the 

premium or discount of such price 

against such NAV; (4) 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 

previous calendar quarters; (5) the 

prospectus; and (6) other applicable 

quantitative information. 

Nasdaq states that it will halt trading 

in the Shares of a Fund under the 

conditions specified in Nasdaq Rules 

4120 and 4121. The conditions for a 

trading halt include a regulatory halt by 

the original listing market. Nasdaq will 

also halt trading in the Shares if the 

original listing market delists them. UTP 

trading in the Shares will be governed 

by provisions of Nasdaq Rule 4120(b) 

relating to temporary interruptions in 

the calculation or wide dissemination of 

the Indicative Fund Value or the value 

of the Indexes.9 Additionally, the 

Exchange may cease trading the Shares 

if other unusual conditions or 

circumstances exist which, in the 

opinion of the Exchange, make further 

dealings on the Exchange detrimental to 

the maintenance of a fair and orderly 

market. The Exchange represents that it 

would follow any procedures with 

respect to initiating any trading halts as 

set forth in Nasdaq Rule 4120(c). 

Nasdaq deems the Shares of the 

Funds to be equity securities, and 

therefore, trading in the Shares would 

be subject to Nasdaq’s existing rules 

governing the trading of equity 

securities. Trading in the Shares will 

also be subject to Nasdaq Rule 4630 

(Trading in Commodity-Related 

Securities). The trading hours for the 

Shares on Nasdaq will be 9:30 a.m. to 

4 p.m. ET. 

In connection with the trading of the 

Shares, Nasdaq will inform its members 

in an Information Circular, prior to the 

commencement of trading, of the special 

characteristics and risks associated with 

trading the Shares. Specifically, the 

Information Circular will discuss the 

following: (1) The procedures for 

purchases and redemptions of Shares in 

Baskets (and that Shares are not 

individually redeemable); (2) Nasdaq 

Rule 2310, which imposes suitability 

obligations on Nasdaq members with 

respect to recommending transactions in 


sroberts on PROD1PC70 with NOTICES
Federal Register / Vol. 72, No. 56 / Friday, March 23, 2007 / Notices 13845 

10Specifically, the Information Circular will also 

note that (1) investors purchasing Shares directly 

from a Fund (by delivery of the corresponding Cash 

Deposit Amount) will receive a prospectus and (2) 

members purchasing Shares from a Fund for resale 

to investors will deliver a prospectus to such 

investors. 

11NASD surveils trading on Nasdaq pursuant to 

a regulatory services agreement. Nasdaq is 

responsible for NASD’s performance under this 

regulatory services agreement. 

12 15 U.S.C. 78f(b). 

13 15 U.S.C. 78f(b)(5). 

14 17 CFR 240.12f–5. 

15 In approving this 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). 

16 15 U.S.C. 78f(b)(5). 

17 15 U.S.C. 78l(f). 

18Section 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. 

19See supra note 3. 

20 17 CFR 240.12f–5. 

the Shares to customers; (3) how 

information regarding the Indicative 

Fund Value is disseminated; (4) the 

requirement that members deliver a 

prospectus to investors purchasing 

newly issued Shares prior to or 

concurrently with the confirmation of a 

transaction;10 (5) other relevant trading 

information; (6) any exemptive, noaction, and/or interpretive relief granted 

by the Commission from any rules 

under the Act; (7) the various fees and 

expenses to which the Funds are 

subject; and (8) the fact that the 

Commodity Futures Trading 

Commission has regulatory jurisdiction 

over the trading of futures contracts. 

The Information Circular will also 

disclose the trading hours of the Shares 

of the Funds, when the NAV for the 

Shares will be calculated each trading 

day, information about the Shares of 

each Fund, and the public availability of 

the corresponding Index values on the 

Funds’ Web site. 

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 Nasdaq will be subject to 

NASD’s surveillance procedures for 

equity securities, in general, and 

exchange-traded funds, in particular.11

The Exchange may obtain information 

via the Intermarket Surveillance Group 

(‘‘ISG’’) from other exchanges who are 

members or affiliates of the ISG, 

including NYBOT. 

2. Statutory Basis 

The proposal is consistent with 

Section 6(b) of the Act 12 in general and 

Section 6(b)(5) of the Act 13 in particular 

in that it is designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to remove 

impediments to, and perfect the 

mechanism of a free and open market, 

and, in general, to protect investors and 

the public interest. In addition, the 

proposal is consistent with Rule 12f-5 

under the Act 14 because Nasdaq deems 

the Shares to be equity securities, thus 

rendering trading in the Shares subject 

to the Exchange’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 purpose of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

The Exchange has neither solicited 

nor received written comments on the 

proposed rule change. 

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–2007–023 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–2007–023. 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 offices 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–2007–023 and 

should be submitted on or before April 

13, 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.15 In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act,16 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,17 which permits 

an exchange to trade, pursuant to UTP, 

a security that is listed and registered on 

another exchange.18 The Commission 

notes that it previously approved the 

listing and trading of the Shares on 

Amex.19 The Commission also finds that 

the proposal is consistent with Rule 

12f–5 under the Act,20 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 


sroberts on PROD1PC70 with NOTICES
13846 Federal Register / Vol. 72, No. 56 / Friday, March 23, 2007 / Notices 

21 15 U.S.C. 78k–1(a)(1)(C)(iii). 

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

23 17 CFR 200.30–3(a)(12). 

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

2The Depository Trust Company (‘‘DTC’’) has 

submitted a similar proposed rule change (File No. 

SR–DTC–2007–02). 

3The Commission has modified parts of these 

statements. 

4For purposes of this rule filing, the term ‘‘CDS 

Omnibus Accounts’’ shall not include CDS’s 

additional accounts established pursuant to the 

Multiple Account Number Agreement, dated 

October 27, 2006 between CDS and NSCC and the 

Additional Account Agreement, dated October 27, 

2006 between DTC and CDS. 

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 

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,21 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 publicly available on the 

Web site of the Funds and Amex. Such 

Web sites also disseminate information 

about the current and most recent NAV 

per Share, the Bid-Ask Price of the 

Shares, and discount and premium 

information of the Bid-Ask Price against 

the NAV. The Index Sponsor calculates 

and publishes through the facilities of 

the CT and major market data vendors 

the intra-day values of each Index at 

least every 15 seconds during regular 

trading hours and the closing levels of 

each Index. In addition, Amex 

disseminates through the CT for each of 

the Funds on a per-Share basis an 

updated Indicative Fund Value, which 

generally reflects the cash required for 

creations and redemptions of Shares, at 

least every 15 seconds during the 

trading day. The Administrator 

calculates and simultaneously 

disseminates once each business day to 

all market participants the NAV per 

Share and publishes the most recent 

Cash Deposit Amount on a per-Share 

basis. Also, the daily settlement prices 

of and other applicable information 

regarding the DX Contracts, including 

futures quotes and last sale information, 

are publicly available on NYBOT’s Web 

site and on the Web sites of various 

market data vendors, automated 

quotation systems, and other financial 

information services. 

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 address any 

concerns associated with the trading of 

the Shares on a UTP basis. 

(2) The Exchange would inform its 

members in an Information Circular of 

the special characteristics and risks 

associated with trading the Shares, 

including suitability recommendation 

requirements. 

(3) The Exchange would require its 

members to deliver a prospectus to 

investors purchasing Shares prior to or 

concurrently with a transaction in such 

Shares and will note this prospectus 

delivery requirement in the Information 

Circular. 

This approval order is conditioned on 

the Exchange’s adherence to the 

foregoing 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 above, the Commission 

previously found that the listing and 

trading of the Shares on Amex is 

consistent with the Act. The 

Commission presently is not aware of 

any regulatory issue that should cause it 

to revisit that finding 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 such 

Shares. 

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,22 that the 

proposed rule change (SR–NASDAQ–

2007–023) be, and it hereby is, approved 

on an accelerated basis. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.23

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–5348 Filed 3–22–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55490; File No. SR–NSCC–

2007–02] 

Self-Regulatory Organizations; 

National Securities Clearing 

Corporation; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change Related to Fees Charged 

to the CDS Clearing and Depository 

Services, Inc. 

March 19, 2007. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 notice is hereby given that on 

January 26, 2007, the National 

Securities Clearing Corporation 

(‘‘NSCC’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

the proposed rule change as described 

in Items I, II, and III below, which items 

have been prepared primarily by NSCC. 

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 

The proposed rule change would 

permit NSCC, effective February 1, 

2007, to cease to charge fees for 

‘‘Covered Services’’ in ‘‘Omnibus 

Accounts’’ (as each term is defined 

below) to the CDS Clearing and 

Depository Services, Inc. (‘‘CDS’’), 

formerly the Canadian Depository for 

Securities Ltd., in exchange for CDS 

agreeing not to charge NSCC for such 

services.2

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

NSCC 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. NSCC has prepared 

summaries, set forth in sections (A), (B), 

and (C) below, of the most significant 

aspects of such statements.3

(A) Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

The purpose of the proposed rule 

change is to facilitate the efficient 

processing of cross-border securities 

transactions between the U.S. and 

Canada. CDS is a participant in both 

NSCC and DTC. CDS holds securities in 

the name of Cede & Co., DTC’s nominee 

name, in one or more omnibus accounts 

at DTC, and also has a clearance account 

at NSCC (collectively the ‘‘CDS 

Omnibus Accounts’’).4


sroberts on PROD1PC70 with NOTICES