Federal Register / Vol. 74, No. 109 / Tuesday, June 9, 2009 / Notices 27371 

15See Response Letter III, supra note 5. 

16 In approving this proposed rule change, the 

Commission notes that it has considered the 

proposed rule’s impact on efficiency, competition 

and capital formation. 15 U.S.C. 78c(f). 

17 15 U.S.C. 78o–4(b)(2)(C). 

18 Id. 

19 15 U.S.C. 78s(b)(2). 

20 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3References to ISE Members in this filing refer to 

DECN Subscribers who are ISE Members. 

circumstances. The MSRB further 

believes that various factors appropriate 

to the particular facts and circumstances 

should be assessed by issuers, obligated 

persons and their agents in coming to a 

decision on whether to make a 

voluntary submission on continuing 

disclosure to EMMA, regardless of the 

potential category, to the extent that 

such parties are not otherwise obligated 

to make such disclosures. 

The MSRB does not agree that the 

establishment of a distinct category for 

the submission of rating agency 

materials creates an inappropriate 

regulatory encouragement for such 

disclosures. The MSRB noted that 

submitters may themselves assess the 

factors raised by S&P in determining 

whether to provide such disclosure and/ 

or provide additional information 

necessary to make such disclosure 

effective and not misleading to the 

general public. Because such disclosure 

is wholly voluntary, the MSRB does not 

believe that there is a material 

likelihood that the creation of this 

category would serve as an incentive to 

reduce information provided to the 

rating agencies or to seek ratings only 

from the rating agency requiring the 

least amount of information. 

With regard to the inclusion of rating 

agency materials in the same category as 

materials provided to credit or liquidity 

providers, the MSRB noted that the 

general categorization structure is 

intended to serve as a finding aid for 

public users and that, within any 

particular category, the nature of the 

specific documents submitted may vary. 

To clarify that the MSRB does not 

intend to equate rating agencies with 

credit or liquidity providers and to 

provide for a broader range of material 

to be included in this category, the 

MSRB has determined to rename this 

category as ‘‘information provided to 

rating agency, credit/liquidity provider 

or other third party.’’ In submitting such 

information, submitters should consider 

including an indication of the type of 

third-party recipient, to the extent 

appropriate for purposes of 

understanding the nature of the 

information submitted.15 The 

Commission believes that the MSRB has 

reasonably addressed S&P’s concerns in 

light of the voluntary nature of the 

information allowed to be submitted to 

the continuing disclosure service. 

The Commission has carefully 

considered the proposed rule change, 

the comment letters received, and the 

MSRB’s responses to the comment 

letters and finds that the proposed rule 

change is consistent with the 

requirements of the Act and the rules 

and regulations thereunder applicable to 

the MSRB16 and, in particular, the 

requirements of Section 15B(b)(2)(C) of 

the Act 17 and the rules and regulations 

thereunder. Section 15B(b)(2)(C) of the 

Act requires, among other things, that 

the MSRB’s rules be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

municipal securities, to remove 

impediments to and perfect the 

mechanism of a free and open market in 

municipal securities, and, in general, to 

protect investors and the public 

interest.18 In particular, the Commission 

finds that the proposed rule change is 

consistent with the Act because the 

EMMA continuing disclosure service, as 

amended by the proposed rule change, 

would serve as an additional 

mechanism by which the MSRB works 

toward removing impediments to and 

helping to perfect the mechanisms of a 

free and open market in municipal 

securities, and would serve to promote 

the statutory mandate of the MSRB to 

protect investors and the public interest. 

The inclusion of voluntary continuing 

disclosure documents in the EMMA 

continuing disclosure service would 

further help make information useful for 

making investment decisions more 

easily accessible to all participants in 

the municipal securities market on an 

equal basis throughout the life of the 

securities. Broad access to continuing 

disclosure documents through the 

EMMA continuing disclosure service 

should assist in preventing fraudulent 

and manipulative acts and practices by 

improving the opportunity for public 

investors to access material information 

about issuers and their securities. A 

single centralized and searchable venue 

for free public access to disclosure 

information should promote a more fair 

and efficient municipal securities 

market in which transactions are 

effected on the basis of material 

information available to all parties to 

such transactions, which should allow 

for fairer pricing of transactions based 

on a more complete understanding of 

the terms of the securities and the 

potential investment risks. Free access 

to this information—previously 

generally available, if at all, through 

paid subscription services or on a perdocument fee basis—should reduce 

transaction costs for dealers and 

investors. 

It is therefore ordered, pursuant to 

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

proposed rule change (SR–MSRB–2009– 

04), be, and it hereby is, approved. 

For the Commission, by the Division 

of Trading and Markets, pursuant to 

delegated authority.20

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–13404 Filed 6–8–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60031; File No. SR–ISE– 

2009–29] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by 

International Securities Exchange, LLC 

Relating to Amending the Direct Edge 

ECN Fee Schedule To Expand the 

Applicability of the Super Tier Rebate 

to All Securities Priced at or Above 

$1.00 and To Increase the Take Fee 

June 3, 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 May 29, 

2009, the International Securities 

Exchange, LLC (the ‘‘Exchange’’ or the 

‘‘ISE’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

the proposed rule change as described 

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

have been prepared by the selfregulatory organization. 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 Exchange proposes to amend 

Direct Edge ECN’s (‘‘DECN’’) fee 

schedule for ISE Members 3 to apply the 

Super Tier Rebates, as defined below, to 

all securities priced at or above $1.00 

that add liquidity on EDGX and to raise 

the fee charged to orders that remove 

liquidity on EDGX. All of the changes 

27372 Federal Register / Vol. 74, No. 109 / Tuesday, June 9, 2009 / Notices 

4 15 U.S.C. 78f. 

5 15 U.S.C. 78f(b)(4). 

6 15 U.S.C. 78s(b)(3)(A). 

7 17 CFR 19b–4(f)(2). 

described herein are applicable to ISE 

Members. 

The text of the proposed rule change 

is available on the Exchange’s Internet 

Web site at http://www.ise.com, at the 

principal office of the Exchange, 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 

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 these statements may be examined at 

the places specified in Item IV below. 

The self-regulatory organization 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 

DECN, a facility of ISE, operates two 

trading platforms, EDGX and EDGA. 

Currently, DECN’s fee schedule includes 

a per share rebate in securities reported 

to Tape A and Tape C of $0.003 per 

share for ISE Members that add liquidity 

on EDGX if the ISE Member satisfies any 

of the following three criteria on a daily 

basis, measured monthly: (i) Adding 

40,000,000 shares or more on either 

EDGX, EDGA or EDGX and EDGA 

combined; (ii) adding 20,000,000 shares 

or more on either EDGX, EDGA or EDGX 

and EDGA combined and routing 

20,000,000 shares or more through 

EDGA; or (iii) adding 10,000,000 shares 

or more of liquidity to EDGX, so long as 

added liquidity on EDGX is at least 

5,000,000 shares greater than the 

previous calendar month. The rebate 

described above is referred to as a 

‘‘Super Tier Rebate’’ on the DECN fee 

schedule. Currently, ISE Members that 

add liquidity in Tape A and Tape C 

securities and don’t meet the Super Tier 

criteria, as set forth above, receive a 

rebate of $0.0025 for such orders. 

The Exchange is now proposing to 

expand the applicability of the 

aforementioned Super Tier Rebate 

during the month of June by eliminating 

the need to meet the ‘‘Super Tier’’ 

criteria described above for Tape A and 

Tape C securities and rebating $0.003 to 

all orders that add liquidity on EDGX. 

The Exchange is increasing this rebate 

to maintain a competitive rate. This fee 

change will become operative on June 1, 

2009. 

In an effort to offset the cost of 

increasing the rebate for orders that add 

liquidity on EDGX, the Exchange is 

proposing to increase the fee for orders 

that remove liquidity on EDGX from 

$0.0026 to $0.0028. This fee change will 

become operative on June 1, 2009. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the objectives of Section 6 of the Act,4

in general, and furthers the objectives of 

Section 6(b)(4),5 in particular, in that it 

is designed to provide for the equitable 

allocation of reasonable dues, fees and 

other charges among its members and 

other persons using its facilities. In 

particular, expanding the applicability 

of the Super Tier Rebate and offering 

pricing incentives to market participants 

who route orders to DECN allows DECN 

to remain competitive. ISE notes that 

DECN operates in a highly competitive 

market in which market participants can 

readily direct order flow to competing 

venues if they deem fee levels at a 

particular venue to be excessive. The 

proposed rule change reflects a 

competitive pricing structure designed 

to incentivize market participants to 

direct their order flow to DECN. ISE 

believes the fees and credits remain 

competitive with those charged by other 

venues and therefore continue to be 

reasonable and equitably allocated to 

those members that opt to direct orders 

to DECN rather than competing venues. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The proposed rule change does not 

impose any burden on competition that 

is not necessary or appropriate in 

furtherance of the purposes 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 not solicited, and 

does not intend to solicit, comments on 

this proposed rule change. The 

Exchange has not received any 

unsolicited written comments from 

members or other interested parties. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 19(b)(3) of 

the Act 6 and Rule 19b–4(f)(2) 7

thereunder. At any time within 60 days 

of the filing of such 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 

No. SR–ISE–2009–29 on the subject 

line. 

Paper Comments 

• 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–ISE–2009–29. 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 Commissions 

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, 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 also will be 

available for inspection and copying at 

the principal office of the ISE. 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 

Federal Register / Vol. 74, No. 109 / Tuesday, June 9, 2009 / Notices 27373 

8 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3References to ISE Members in this filing refer to 

DECN Subscribers who are ISE Members. 

4See SR–ISE–2009–29. 

5 15 U.S.C. 78f. 

6 15 U.S.C. 78f(b)(4). 

submissions should refer to File 

Number SR–ISE–2009–29 and should be 

submitted on or before June 30, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–13403 Filed 6–8–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60030; File No. SR–ISE– 

2009–31] 

Self-Regulatory Organizations; 

International Securities Exchange, 

LLC; Notice of Filing and Order 

Granting Accelerated Approval to a 

Proposed Rule Change Relating to the 

Amounts That Direct Edge ECN, in Its 

Capacity as an Introducing Broker for 

Non-ISE Members, Passes Through to 

Such Non-ISE Members 

June 3, 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 June 1, 

2009, the International Securities 

Exchange, LLC (the ‘‘Exchange’’ or the 

‘‘ISE’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

the proposed rule change. The proposed 

rule change is described in Items I and 

II below, which Items have been 

prepared by ISE. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons, and is 

approving the proposal on an 

accelerated basis. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to modify the 

amounts that Direct Edge ECN 

(‘‘DECN’’), in its capacity as an 

introducing broker for non-ISE 

Members, passes through to such nonISE Members. 

The text of the proposed rule change 

is available on the Exchange’s Internet 

Web site at http://www.ise.com, at the 

principal office of the Exchange, 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 

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 these statements may be examined at 

the places specified in Item III below. 

The self-regulatory organization 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 

DECN, a facility of ISE, operates two 

trading platforms, EDGX and EDGA. On 

May 29, 2009, the ISE filed for 

immediate effectiveness a proposed rule 

change to amend DECN’s fee schedule 

for ISE Members 3 to increase the per 

share rebate in securities priced at or 

above a $1.00 that are reported to Tape 

A and Tape C from $0.0025 to $0.003 for 

orders that add liquidity on EDGX.4 In 

SR–ISE–2009–29, the Exchange also 

increased the fee for orders that remove 

liquidity on EDGX from $0.0026 to 

$0.0028. The fee changes made pursuant 

to SR–ISE–2009–29 became operative 

on June 1, 2009. 

In its capacity as a member of ISE, 

DECN currently serves as an introducing 

broker for the non-ISE Member 

subscribers of DECN to access EDGX 

and EDGA. DECN, as an ISE Member 

and introducing broker, receives rebates 

and is assessed charges from DECN for 

transactions it executes on EDGX or 

EDGA in its capacity as introducing 

broker for non-ISE Members. Since the 

amounts of such rebates and charges 

were changed pursuant to SR–ISE– 

2009–29, DECN wishes to make 

corresponding changes to the amounts it 

passes through to non-ISE Member 

subscribers of DECN for which it acts as 

introducing broker. As a result, the per 

share amounts that non-ISE Member 

subscribers receive and are charged will 

be the same as the amounts that ISE 

Members receive and are charged. 

ISE is seeking accelerated approval of 

this proposed rule change, as well as a 

retroactive effective date of June 1, 2009. 

ISE represents that this proposal will 

ensure that both ISE Members and nonISE Members (by virtue of the passthrough described above) will in effect 

receive and be charged equivalent 

amounts and that the imposition of such 

amounts will begin on the same June 1, 

2009 start date. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the objectives of Section 6 of the Act,5

in general, and furthers the objectives of 

Section 6(b)(4),6 in particular, in that it 

is designed to provide for the equitable 

allocation of reasonable dues, fees and 

other charges among its members and 

other persons using its facilities. In 

particular, this proposal will ensure that 

dues, fees and other charges imposed on 

ISE Members are equitably allocated to 

both ISE Members and non-ISE 

Members (by virtue of the pass-through 

described above). 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The proposed rule change does not 

impose any burden on competition that 

is not necessary or appropriate in 

furtherance of the purposes 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 not solicited, and 

does not intend to solicit, comments on 

this proposed rule change. The 

Exchange has not received any 

unsolicited written comments from 

members or other interested parties. 

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 

No. SR–ISE–2009–31 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090.