Federal Register / Vol. 74, No. 109 / Tuesday, June 9, 2009 / Notices 27367 

6Securities Exchange Act Release No. 54422 

(September 11, 2006), 71 FR 54537 (September 15, 

2006) (SR–CBOE–2004–21); Securities Exchange 

Act Release No. 59359 (February 4, 2009), 74 FR 

6927 (February 11, 2009) (SR–CBOE–2008–123). 

7 15 U.S.C. 78s(b)(3)(A). 

8 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

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. The Commission has determined to 

waive the five-day pre-filing period in this case. 

9 17 CFR 240.19b–4(f)(6). 

10 17 CFR 240.19b–4(f)(6). 

11For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

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

12For purposes of calculating the 60-day period 

within which the Commission may summarily 

abrogate the proposed rule change under Section 

19(b)(3)(C) of the Act, the Commission considers 

the period to commence on June 2, 2009, the date 

on which Nasdaq submitted Amendment No. 1. See 

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

13 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b–4(f)(6). 

public interest. Nasdaq notes that 

similar functionality has already been 

found to be consistent with the Act by 

the Commission.6

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) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 7 and Rule 19b– 

4(f)(6) thereunder.8

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 9 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4(f)(6) 10

permits the Commission to designate a 

shorter time if such action is consistent 

with the protection of investors and the 

public interest. Nasdaq requests that the 

Commission waive the 30-day operative 

delay because the Exchange expects to 

have technologies in place to support 

the proposed rule change, as amended, 

on or about June 8, 2009, and believes 

that the expected benefits to Nasdaq 

market participants from the proposed 

rule change, as amended, should not be 

delayed. The Commission believes that 

waiving the 30-day operative delay 11 is 

consistent with the protection of 

investors and the public interest and 

designates the proposal operative on 

June 8, 2009. 

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.12

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–2009–050 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–2009–050. 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 publicly available. All 

submissions should refer to File 

Number SR–NASDAQ–2009–050 and 

should be submitted on or before June 

30, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–13424 Filed 6–8–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60037; File No. SR– 

NASDAQ–2009–048] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

a Proposed Rule Change, as Modified 

by Amendment No. 1, Thereto To 

Establish a New Voluntary Flash and 

Cancel Order 

June 3, 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’’ or the ‘‘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 prepared by Nasdaq. On May 29, 

2009, Nasdaq filed Amendment No. 1 to 

the proposed rule change. Nasdaq has 

designated the proposed rule change, as 

amended, as constituting a rule change 

under Rule 19b–4(f)(6) under the Act,3

which renders the proposal, as 

amended, effective upon filing with the 

Commission. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change, 

as amended, from interested persons. 

27368 Federal Register / Vol. 74, No. 109 / Tuesday, June 9, 2009 / Notices 

4 15 U.S.C. 78f. 

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

6Securities Exchange Act Release No. 54422 

(September 11, 2006), 71 FR 54537 (September 15, 

2006) (SR–CBOE–2004–21); Securities Exchange 

Act Release No. 59359 (February 4, 2009), 74 FR 

6927 (February 11, 2009) (SR–CBOE–2008–123). 

7 15 U.S.C. 78s(b)(3)(A). 

8 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

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 satisfied this requirement. 

9 17 CFR 240.19b–4(f)(6). 

10 17 CFR 240.19b–4(f)(6). 

11For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

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

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Nasdaq proposes a rule change to 

establish a new voluntary Flash and 

Cancel Order. The text of the proposed 

rule change is below. Proposed new 

language is italicized; proposed 

deletions are in brackets. 

4751. Definitions 

The following definitions apply to the 

Rule 4600 and 4750 Series for the 

trading of securities listed on Nasdaq or 

a national securities exchange other 

than Nasdaq. 

(a) through (e) No Change. 

(f) The term ‘‘Order Type’’ shall mean 

the unique processing prescribed for 

designated orders that are eligible for 

entry into the System, and shall include: 

(1)–(10) No Change. 

(11) ‘‘Flash and Cancel Orders’’ are 

market or marketable limit orders which 

are to be executed in whole or in part 

immediately upon receipt by the System 

with any unfilled balance being 

displayed to Nasdaq market 

participants (and market data vendors) 

for potential execution for a period of 

time not to exceed one-half of one 

second. If any unfilled balance remains 

after such display, such marketable 

unfilled balance shall be cancelled back 

to the entering party, and such 

nonmarketable unfilled balance shall be 

retained by the System for potential 

execution. The System will provide an 

electronic method to distinguish the 

Flash Order during the flash period 

from the System’s protected quote under 

Regulation NMS. 

(g) through (i) No Change. 

* * * * * 

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 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. Nasdaq 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 

Nasdaq is proposing to establish a 

new voluntary Flash and Cancel Order 

type. A Flash and Cancel Order will 

provide an optional pre-cancellation 

display period for market and 

marketable limit orders so designated. 

Under the proposal, market and 

marketable limit orders designated as 

Flash and Cancel Orders will, after first 

executing to the maximum extent 

possible in Nasdaq’s book, have their 

unexecuted portions displayed for 

potential execution at the NBBO such 

that a trade-through will not occur, to 

Nasdaq market participants and market 

data vendors for a period of time 

determined by Nasdaq which will not 

exceed one-half of one second. If any 

unfilled balance remains after such 

display, such marketable unfilled 

balance shall be cancelled back to the 

entering party, and such non-marketable 

unfilled balance shall be placed on the 

book for potential execution. As with 

other Nasdaq order types, the attributes 

of the Flash and Cancel Order may be 

combined with all Nasdaq non-routable 

order types. Nasdaq will provide an 

electronic method to distinguish the 

Flash Order during the flash period 

from the System’s protected quote under 

Regulation NMS. 

Nasdaq notes that flash and cancel 

order functionality has already been 

approved by the Commission for use by 

the CBOE Stock Exchange and that such 

functionality can be expected to provide 

Nasdaq system users with greater 

control over their trading. Except for the 

behavior of the Flash and Cancel Order 

described here, nothing in the proposal 

will modify or alter any existing rule or 

process related to order priority, order 

execution, trade-through protection or 

locked or crossed markets. 

2. Statutory Basis 

Nasdaq believes that the proposed 

rule change is consistent with the 

provisions of Section 6 of the Act,4 in 

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

Act,5 in particular, in that the proposal 

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 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. Nasdaq notes that 

similar functionality has already been 

found to be consistent with the Act by 

the Commission.6

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) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 7 and Rule 19b– 

4(f)(6) thereunder.8

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 9 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4(f)(6) 10

permits the Commission to designate a 

shorter time if such action is consistent 

with the protection of investors and the 

public interest. Nasdaq requests that the 

Commission waive the 30-day operative 

delay because the Exchange expects to 

have technologies in place to support 

the proposed rule change, as amended, 

on or about June 5, 2009, and believes 

that the expected benefits to Nasdaq 

market participants from the proposed 

rule change, as amended, should not be 

delayed. The Commission believes that 

waiving the 30-day operative delay 11 is 

consistent with the protection of 

Federal Register / Vol. 74, No. 109 / Tuesday, June 9, 2009 / Notices 27369 

12For purposes of calculating the 60-day period 

within which the Commission may summarily 

abrogate the proposed rule change under Section 

19(b)(3)(C) of the Act, the Commission considers 

the period to commence on May 29, 2009, the date 

on which the Nasdaq submitted Amendment No. 1. 

See 15 U.S.C. 78s(b)(3)(C). 

13 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 59814 

(Apr. 23, 2009), 74 FR 19612 (Apr. 29, 2009) 

(‘‘Commission’s Notice’’). 

4See letters from Douglas Adamson, Executive 

Vice President, Technical Services Division, 

American Bankers Association (‘‘ABA’’), dated 

April 24, 2009; letter from Heather Traeger, 

Associate Counsel, Investment Company Institute 

(‘‘ICI’’), dated May 20, 2009; and letter from Vickie 

A. Tillman, Executive Vice President, Standard & 

Poor’s Ratings Services (‘‘S&P’’), dated May 29, 

2009. 

5See letters from Ernesto A. Lanza, General 

Counsel, MSRB, to Elizabeth M. Murphy, Secretary, 

SEC, dated May 8, 2009 (‘‘Response Letter I’’), May 

18, 2009 (‘‘Response Letter II’’), and June 1, 2009 

(‘‘Response Letter III’’). 

6See Securities Exchange Act Release No. 59061 

(December 5, 2008), 73 FR 75778 (December 12, 

2008) (File No. SR–MSRB–2008–05) (approving the 

continuing disclosure service of EMMA with an 

effective date of July 1, 2009) (the ‘‘EMMA 

continuing disclosure service approval’’). The 

EMMA continuing disclosure service is designed to 

commence operation simultaneously with the 

effectiveness of certain amendments to Exchange 

Act Rule 15c2–12 adopted by the Commission. See 

Securities Exchange Act Release No. 59062 

(December 5, 2008), 73 FR 76104 (December 15, 

2008) (adopting amendments to Exchange Act Rule 

15c2–12). Approval of the proposed rule change on 

or prior to July 1, 2009 would allow the permanent 

EMMA continuing disclosure service to accept such 

voluntary disclosures upon commencement of 

operations. 

7The EMMA web portal is accessible at http:// 

emma.msrb.org. 

8Such items consist of: (A) Annual financial 

information concerning obligated persons; (B) 

audited financial statements for obligated persons if 

available and if not included in the annual financial 

information; (C) notices of the following events, if 

material: principal and interest payment 

delinquencies, non-payment related defaults, 

unscheduled draws on debt service reserves 

reflecting financial difficulties, unscheduled draws 

on credit enhancements reflecting financial 

difficulties, substitution of credit or liquidity 

providers or their failure to perform, adverse tax 

opinions or events affecting the tax-exempt status 

of the security, modifications to rights of security 

holders, bond calls, defeasances, release/ 

substitution/sale of property securing repayment of 

the securities, and rating changes; and (D) notices 

of failures to provide annual financial information 

Continued 

investors and the public interest and 

designates the proposal operative on 

June 5, 2009. 

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.12

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–2009–048 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–2009–048. 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 publicly available. All 

submissions should refer to File 

Number SR–NASDAQ–2009–048 and 

should be submitted on or before June 

30, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–13423 Filed 6–8–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60033, File No. SR–MSRB– 

2009–04] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Order Granting Approval of 

Proposed Rule Change Relating to the 

Voluntary Submission of Continuing 

Disclosure Documents to Its Upcoming 

Continuing Disclosure Service of the 

Electronic Municipal Market Access 

System (EMMA®) 

June 3, 2009. 

On April 14, 2009, the Municipal 

Securities Rulemaking Board (‘‘MSRB’’), 

filed with the Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’), 

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

Securities Exchange Act of 1934 

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

proposed rule change to amend the 

continuing disclosure service of the 

MSRB’s Electronic Municipal Market 

Access system (‘‘EMMA’’) to accept, and 

to make publicly available on the 

Internet, voluntary electronic 

submissions by issuers, obligated 

persons and their agents of continuing 

disclosure documents provided other 

than in connection with Exchange Act 

Rule 15c2–12. The proposed rule 

change was published for comment in 

the Federal Register on April 29, 2009.3

The Commission received three 

comment letters about the proposed rule 

change.4 On May 8, 2009, May 18, 2009, 

and June 1, 2009, the MSRB filed 

responses to the comment letters.5 This 

order approves the proposed rule 

change. 

The Commission has previously 

approved the establishment of the 

continuing disclosure service of EMMA, 

which will commence operation on July 

1, 2009.6 The EMMA continuing 

disclosure service will receive 

electronic submissions of, and will 

make publicly available on the Internet 

through the EMMA web portal,7

continuing disclosure documents and 

related information from issuers, 

obligated persons and their agents 

pursuant to continuing disclosure 

undertakings entered into consistent 

with Exchange Act Rule 15c2–12. As 

approved, the EMMA continuing 

disclosure service will accept 

submissions of (i) continuing disclosure 

documents as described in Rule 15c2– 

12,8 and (ii) other disclosure documents