28750 Federal Register / Vol. 74, No. 115 / Wednesday, June 17, 2009 / Notices 

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

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

7 17 CFR 240.19b–4(f)(2). 

8 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 17 CFR 249.220f. 

4Securities Exchange Act Release No. 58620 

(September 23, 2008), 73 FR 58300 (October 6, 

2008). This disclosure is required in Item 16G of the 

Form 20–F. 

the objectives of Section 6(b)(4) 5 of the 

Act 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. The Exchange 

believes the revised ORF is reasonable 

because it is expected to approximately 

equal the annual revenue the Exchange 

used to receive from RR Fees. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

CBOE does not believe that the 

proposed rule change will impose any 

burden on competition that is not 

necessary or appropriate in furtherance 

of purposes of the Act. 

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 

The foregoing rule change has become 

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

of the Act 6 and subparagraph (f)(2) of 

Rule 19b–4 7 thereunder. At any time 

within 60 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 proposal 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–CBOE–2009–036 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 No. 

SR-CBOE–2009–036. 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, 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 CBOE. 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 No. SRCBOE–2009–036 and should be 

submitted on or before July 8, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–14172 Filed 6–16–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60094; File No. SR– 

NASDAQ–2009–049] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change to the NASDAQ 

Listing Rules To Reflect Changes to 

the Rules of the Commission 

June 10, 2009. 

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 May 20, 

2009, 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 prepared by Nasdaq. 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 a rule change to 

modify Nasdaq’s Listing Rules to reflect 

recent changes to Commission rules. 

The text of the proposed rule change is 

available from Nasdaq’s Web site at 

http://nasdaq.cchwallstreet.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, 

Nasdaq included statements concerning 

the purpose of, and basis for, the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below, and 

is set forth in Sections A, B, and C 

below. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Nasdaq proposes to conform its rules 

to reflect two recent changes to the rules 

of the Commission. On September 23, 

2008, the Commission adopted changes 

to Form 20–F 3 that, beginning with the 

report filed for the first fiscal year ended 

on or after December 15, 2008, requires 

companies that file an annual report on 

Form 20–F to discuss significant 

differences in their corporate 

governance practices compared to the 

corporate governance practices 

applicable to domestic companies under 

the relevant exchange’s listing 

standards.4 In contrast, Nasdaq Rule 

5615(a)(3) allows foreign private issuers 

to disclose their non-conforming 

corporate governance practices in their 

annual reports or registration statements 

filed with the Commission or on their 

Web sites. As a consequence, Nasdaq’s 

requirements regarding annual report 


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Federal Register / Vol. 74, No. 115 / Wednesday, June 17, 2009 / Notices 28751 

5Companies will continue to be encouraged to 

make such disclosures on their Web sites, in 

addition to providing the disclosures in their Forms 

20–F, so that the non-conforming practices will be 

as readily transparent to investors and potential 

investors as possible. 

6Nasdaq notes that the Commission’s rules do not 

apply to a foreign private issuer that files reports 

on a form other than Form 20–F, such as Form 40– 

F, 17 CFR 249.240f. Such companies will continue 

to be allowed to make the required disclosure solely 

on their Web site. 

7Securities Exchange Act Release No. 56994 

(December 19, 2007), 73 FR 934 (January 4, 2008). 

These amendments, among other things, integrated 

the Regulation S–B scaled disclosure requirements 

into Regulation S–K, and eliminated Forms 10–QSB 

and 10–KSB, effective October 31, 2008 and March 

15, 2009, respectively. 

8Formerly, 17 CFR 228.401(e). 

9Formerly, 17 CFR 229.401(h). 

10 17 CFR 229.407(d)(5)(ii) and (iii). 

11Formerly, 17 CFR 228.10. 

12Formerly, 17 CFR 228.404. 

13 17 CFR 229.404. 

14The new term ‘‘smaller reporting company’’ is 

defined by Item 10(f)(1). See 17 CFR 229.10(f)(1). 

15 15 U.S.C. 78f. 

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

17 15 U.S.C. 78s(b)(3)(A). 

18 17 CFR 240.19b–4(f)(6). 

19 17 CFR 240.19b–4(f)(6)(iii). Pursuant to Rule 

19b–4(f)(6)(iii) under the Act, Nasdaq is required to 

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. Nasdaq has 

complied with this requirement. 

20 17 CFR 240.19b–4(f)(6)(iii). 

disclosure by foreign private issuers 

who file Form 20–F are inconsistent 

with those of the Commission. 

Accordingly, Nasdaq is proposing to 

eliminate from Rule 5615(a)(3) and IM– 

5615–3 the option available to foreign 

private issuers that file a Form 20–F to 

disclose non-conforming corporate 

practices solely on their Web sites.5

These changes will ensure that Nasdaq’s 

rules are consistent with the 

Commission’s requirements, and will 

remove a potential trap for the unwary 

presented by complying with a more 

permissive self-regulatory organization 

rule and unknowingly failing to satisfy 

the rules of the Commission.6 Nasdaq 

also proposes to reorganize Rule 

5615(a)(3) to simplify its structure. 

In a similar regard, Nasdaq is 

proposing changes to account for the 

Commission’s amendments to the 

disclosure and reporting requirements 

designed to simplify and provide 

regulatory relief to smaller companies 

(the ‘‘Smaller Reporting Company 

Amendments’’).7 The Smaller Reporting 

Company Amendments, which became 

fully effective March 15, 2009, replaced 

Item 401(e) of Regulation S–B8 and Item 

401(h) of Regulation S–K,9 which 

previously defined an ‘‘audit committee 

financial expert’’ with new Items 

407(d)(5)(ii) and (iii) of Regulation S– 

K.10 Nasdaq proposes to update 

references in IM–5605–4 relating to the 

definition of an audit committee 

financial expert by deleting citations to 

old Item 401(e) of Regulation S–B and 

old Item 401(h) of Regulation S–K, and 

replacing them with citations to new 

Items 407(d)(5)(ii) and (iii) of Regulation 

S–K, which now define audit committee 

financial expert. 

The Smaller Reporting Company 

Amendments also eliminated the term 

‘‘small business issuer’’ 11 and 

integrated Item 404 of Regulation S–B,12

which previously set forth the 

requirements for a small business issuer 

to disclose transactions with related 

persons, into Item 404 of Regulation S– 

K.13 Under revised Item 404 of 

Regulation S–K, the new term ‘‘smaller 

reporting company’’ 14 replaced the term 

small business issuer formerly found in 

Item 404 of Regulation S–B. Currently, 

Nasdaq Rule 5630, which relates to the 

review and oversight of related party 

transactions, references both Item 404 of 

Regulation S–B and Item 404 of 

Regulation S–K. As such, Nasdaq is 

proposing to eliminate reference to Item 

404 of Regulation S–B and the term 

‘‘small business issuer’’ from Rule 5630. 

2. Statutory Basis 

Nasdaq believes that the proposed 

rule change is consistent with the 

provisions of Section 6 of the Act,15 in 

general, and with Section 6(b)(5) of the 

Act,16 in particular, because it is 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

facilitating transactions in securities, 

and to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system. The proposed rule change is 

designed to facilitate companies’ 

compliance with the rules of the 

Commission by aligning Nasdaq’s 

disclosure requirements with the newlyadopted and more proscriptive rules of 

the Commission and to update 

references to deleted Commission rules. 

Nasdaq notes that the proposed changes 

to Rule 5615(a)(3) and IM 5615–3 will 

not eliminate or reduce information 

now available to investors, but rather 

will consolidate the location of such 

information and may increase the 

availability of such information to the 

extent foreign private issuers determine 

to continue to disclose the nonconforming practices on their Web sites 

in addition to the required Form 20–F 

disclosure. Nasdaq also believes that the 

proposed changes will assist foreign 

private issuers in avoiding a trap for the 

unwary presented by complying with a 

more permissive self-regulatory 

organization rule and unknowingly 

failing to satisfy the rules of the 

Commission. Similarly, Nasdaq believes 

that the elimination of references to 

Regulation S–B and amendments to rule 

citations to Regulation S–K found in 

IM–5605–4 and Rule 5630 will serve to 

avoid confusion with respect to 

disclosure requirements and definitions 

applicable to certain Nasdaq companies. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Nasdaq 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. 

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. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (i) Does not 

significantly affect the protection of 

investors or the public interest; (ii) does 

not impose any significant burden on 

competition; and (iii) by its terms, does 

not become operative for thirty days 

after the date of the filing, or such 

shorter time as the Commission may 

designate, it has become effective 

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

Act 17 and Rule 19b–4(f)(6) 

thereunder.18

A proposed rule change filed under 

19b–4(f)(6) normally does not become 

operative prior to thirty days after the 

date of the filing.19 However, pursuant 

to Rule 19b–4(f)(6)(iii),20 the 

Commission may designate a shorter 

time if such action is consistent with the 

protection of investors and public 

interest. Nasdaq has requested that the 

Commission waive the 30-day preoperative delay and designate the 

proposed rule change to become 

operative upon filing. 

The Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest 

because the filing corrects inaccuracies 

in Nasdaq’s rules and conforms Nasdaq 

rules that are currently inconsistent 

with those of the Commission. The 

Commission believes that the proposed 


dwashington3 on PROD1PC60 with NOTICES
28752 Federal Register / Vol. 74, No. 115 / Wednesday, June 17, 2009 / Notices 

21For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

impact of the proposed rule on efficiency, 

competition, and capital formation. 15 U.S.C. 78c(f). 22 17 CFR 200.30–3(a)(12). 

changes will help certain companies 

avoid violating the Commission’s 

disclosure rules as they prepare their 

annual reports, by conforming Nasdaq’s 

disclosure requirements with those of 

the Commission. In addition, the 

proposed changes will correct 

inaccurate rule citations to the rules and 

regulations of the Commission, thereby 

reducing confusion. Thus, the 

Commission designates the proposal to 

become operative upon filing.21

At any time within 60 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–NASDAQ–2009–049 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–NASDAQ–2009–049. 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, 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 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 No. 

SR–NASDAQ–2009–049 and should be 

submitted on or before July 8, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–14173 Filed 6–16–09; 8:45 am] 

BILLING CODE 8010–01–P 

DEPARTMENT OF STATE 

[Public Notice: 6670] 

60-Day Notice of Proposed Information 

Collection: DS–4024, DS–4024e, 

American Citizens Services Internet 

Based Registration Service (IBRS), 

OMB number 1405–0152 

ACTION: Notice of request for public 

comments. 

SUMMARY: The Department of State is 

seeking Office of Management and 

Budget (OMB) approval for the 

information collection described below. 

The purpose of this notice is to allow 60 

days for public comment in the Federal 

Register preceding submission to OMB. 

We are conducting this process in 

accordance with the Paperwork 

Reduction Act of 1995. 

• Title of Information Collection: 

American Citizens Services Internet 

Based Registration Service (IBRS). 

• Originating Office: Bureau of 

Consular Affairs, Overseas Citizens 

Services (CA/OCS). 

• Form Number: DS–4024, DS–4024e. 

• Respondents: United States Citizens 

and Nationals. 

• Estimated Number of Respondents: 

676,946. 

• Estimated Number of Responses: 

676,946. 

• Average Hours per Response: 20 

minutes. 

• Total Estimated Burden: 225,648 

hours. 

• Frequency: On Occasion. 

• Obligation to Respond: Voluntary. 

DATES: The Department will accept 

comments from the public up to 60 days 

from June 17, 2009. 

ADDRESSES: You may submit comments 

by any of the following methods: 

• E-mail: ASKPRI@state.gov. 

• Mail (paper, disk, or CD–ROM 

submissions): U.S. Department of State, 

CA/OCS/PRI, SA–29, 4th Floor, 

Washington, DC 20520. 

• Fax: 202–736–9111. 

• Hand Delivery or Courier: U.S. 

Department of State, CA/OCS/PRI, 2100 

Pennsylvania Avenue, 4th Floor, 

Washington, DC 20037. 

You must include the DS form 

number (if applicable), information 

collection title, and OMB control 

number in any correspondence. 

FOR FURTHER INFORMATION CONTACT: 

Direct requests for additional 

information regarding the collection 

listed in this notice, including requests 

for copies of the proposed information 

collection and supporting documents, to 

Derek A. Rivers, Bureau of Consular 

Affairs, Overseas Citizens Services (CA/ 

OCS/PRI), U.S. Department of State, 

SA–29, 4th Floor, Washington, DC 

20520, who may be reached on (202) 

736–9082 or ASKPRI@state.gov. 

SUPPLEMENTARY INFORMATION: We are 

soliciting public comments to permit 

the Department to: 

• Evaluate whether the proposed 

information collection is necessary for 

the proper performance of our 

functions. 

• Evaluate the accuracy of our 

estimate of the burden of the proposed 

collection, including the validity of the 

methodology and assumptions used. 

• Enhance the quality, utility, and 

clarity of the information to be 

collected. 

• Minimize the reporting burden on 

those who are to respond, including the 

use of automated collection techniques 

or other forms of technology. 

Abstract of Proposed Collection 

The American Citizens Services 

Internet Based Registration Service 

(IBRS) makes it possible for U.S. 

nationals to register on-line from 

anywhere in the world. In the event of 

a family emergency, natural disaster or 

international crisis, U.S. embassies and 

consulates rely on this registration 

information to provide critical 

information and assistance to them. 

Methodology 

99% of responses are received via 

electronic submission on the Internet. 

The service is available on the 


dwashington3 on PROD1PC60 with NOTICES