Self-Regulatory Organizations; International Securities Exchange, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to the Amendment of International Securities Exchange Holdings, Inc.'s Certificate of Incorporation and Trust Agreement, 73932-73933 [E7-25180]

Download as PDF 73932 Federal Register / Vol. 72, No. 248 / Friday, December 28, 2007 / Notices FINRA believes that the proposed rule change will promote a more complete and accurate audit trail. Additionally, the proposed rule change will help ensure that members are not using nontape reports to circumvent FINRA or Commission rules (e.g., trade-through rules). FINRA will announce the operative date of the proposed rule change on its Web site. In recognition of the technological and systems changes that the proposed rule change will require, the operative date will be at least 90 days following Commission approval. 2. Statutory Basis FINRA believes that the proposed rule change is consistent with the provisions of section 15A(b)(6) of the Act,10 which requires, among other things, that FINRA rules be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest. FINRA believes that the proposed rule change will promote a more complete and accurate audit trail. B. Self-Regulatory Organization’s Statement on Burden on Competition FINRA 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. 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 mstockstill on PROD1PC66 with NOTICES Within 35 days of the date of publication of this notice in the Federal Register or within such longer period (i) as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the FINRA consents, the Commission will: (A) By order approve such proposed rule change, or (B) institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, 10 15 U.S.C. 78o–3(b)(6). VerDate Aug<31>2005 22:27 Dec 27, 2007 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–FINRA–2007–012 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–FINRA–2007–012. 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 FINRA. 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–FINRA–2007–012 and should be submitted on or before January 18, 2008. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.11 Florence E. Harmon, Deputy Secretary. [FR Doc. E7–25206 Filed 12–27–07; 8:45 am] BILLING CODE 8011–01–P 11 17 Jkt 214001 PO 00000 Fmt 4703 [Release No. 34–56992; File No. SR–ISE– 2007–119] Self-Regulatory Organizations; International Securities Exchange, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to the Amendment of International Securities Exchange Holdings, Inc.’s Certificate of Incorporation and Trust Agreement December 19, 2007. 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 December 14, 2007, the International Securities Exchange, LLC (the ‘‘ISE’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which items have been substantially prepared by the Exchange. The ISE filed the proposed rule change pursuant to section 19(b)(3)(A)(iii) of the Act 3 and Rule 19b–4(f)(3) thereunder,4 which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange is proposing to make technical changes to the trust agreement (the ‘‘Trust Agreement’’) and the certificate of incorporation (the ‘‘Certificate of Incorporation’’) of its parent, International Securities Exchange Holdings, Inc. (‘‘Holdings’’), which will be adopted in connection with a corporate transaction (the ‘‘Transaction’’), in which Holdings will become a wholly-owned indirect subsidiary of Eurex Frankfurt AG. Certificate of Incorporation The Exchange is proposing to make a technical change to the Certificate of Incorporation to correct the address of Holdings’ registered address in the state of Delaware. Specifically, Article SECOND of the Certificate of Incorporation would be amended to read in its entirety as follows: SECOND: The address of the Corporation’s registered office in the State of Delaware is 160 Greentree Drive, Suite 101, City of Dover, County 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 19b–4(f)(3). 2 17 CFR 200.30–3(a)(12). Frm 00176 SECURITIES AND EXCHANGE COMMISSION Sfmt 4703 E:\FR\FM\28DEN1.SGM 28DEN1 Federal Register / Vol. 72, No. 248 / Friday, December 28, 2007 / Notices of Kent, Delaware 19901. The name of its registered agent at such address is National Registered Agents, Inc. Trust Agreement In addition, the ISE is proposing to make a technical change to the Trust Agreement to provide that the full name of the trust is the ‘‘International Securities Exchange Trust.’’ Specifically, section 2.1 of the Trust Agreement would be amended to read in its entirety as follows: Name. The name of the Trust shall be the International Securities Exchange Trust (the ‘‘ISE Trust’’). 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 IV 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 mstockstill on PROD1PC66 with NOTICES 1. Purpose On December 13, 2007, the Commission approved a rule filing submitted by the Exchange in connection with the Transaction 5 which included the Certificate of Incorporation and the Trust Agreement. The purpose of this rule filing is to make technical changes to the Trust Agreement and the Certificate of Incorporation necessary to permit the Exchange and Holdings to effect the Transaction. The Exchange is proposing to make a technical change to the Certificate of Incorporation to correct the address of Holdings’ registered address in the State of Delaware. In addition, the ISE is proposing to make a technical change to the Trust Agreement to provide that the full name of the trust is the ‘‘International Securities Exchange Trust.’’ 2. Statutory Basis The basis under the Act for this proposed rule change is the requirement under section 6(b)(5) of the Act 6 that an exchange have rules that are designed to 5 See Securities Exchange Act Release No. 56944 (December 13, 2007) (SR–ISE–2007–101). 6 15 U.S.C. 78f(b)(5). VerDate Aug<31>2005 22:27 Dec 27, 2007 Jkt 214001 prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism for a free and open market and a national market system, and, in general, to protect investors and the public interest. In particular, the proposal will permit the ISE to effect the Transaction. 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 is concerned solely with the administration of the Exchange and has, therefore, become effective pursuant to section 19(b)(3)(A)(iii) of the Act 7 and Rule 19b–4(f)(3) 8 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: 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–ISE–2007–119. 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 am and 3 pm. 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 submissions should refer to File Number SR–ISE–2007–119 and should be submitted on or before January 18, 2008. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.9 Florence E. Harmon, Deputy Secretary. [FR Doc. E7–25180 Filed 12–27–07; 8:45 am] BILLING CODE 8011–01–P 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–ISE–2007–119 on the subject line. 7 15 8 17 PO 00000 U.S.C. 78s(b)(3)(A)(iii). CFR 19b–4(f)(3). Frm 00177 Fmt 4703 Sfmt 4703 73933 9 17 E:\FR\FM\28DEN1.SGM CFR 200.30–3(a)(12). 28DEN1

Agencies

[Federal Register Volume 72, Number 248 (Friday, December 28, 2007)]
[Notices]
[Pages 73932-73933]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-25180]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56992; File No. SR-ISE-2007-119]


Self-Regulatory Organizations; International Securities Exchange, 
LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule 
Change Relating to the Amendment of International Securities Exchange 
Holdings, Inc.'s Certificate of Incorporation and Trust Agreement

December 19, 2007.
    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 December 14, 2007, the International Securities Exchange, LLC 
(the ``ISE'' or the ``Exchange'') filed with the Securities and 
Exchange Commission (the ``Commission'') the proposed rule change as 
described in Items I, II, and III below, which items have been 
substantially prepared by the Exchange. The ISE filed the proposed rule 
change pursuant to section 19(b)(3)(A)(iii) of the Act \3\ and Rule 
19b-4(f)(3) thereunder,\4\ which renders the proposal effective upon 
filing with the Commission. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 19b-4(f)(3).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is proposing to make technical changes to the trust 
agreement (the ``Trust Agreement'') and the certificate of 
incorporation (the ``Certificate of Incorporation'') of its parent, 
International Securities Exchange Holdings, Inc. (``Holdings''), which 
will be adopted in connection with a corporate transaction (the 
``Transaction''), in which Holdings will become a wholly-owned indirect 
subsidiary of Eurex Frankfurt AG.
    Certificate of Incorporation
    The Exchange is proposing to make a technical change to the 
Certificate of Incorporation to correct the address of Holdings' 
registered address in the state of Delaware. Specifically, Article 
SECOND of the Certificate of Incorporation would be amended to read in 
its entirety as follows:
    SECOND: The address of the Corporation's registered office in the 
State of Delaware is 160 Greentree Drive, Suite 101, City of Dover, 
County

[[Page 73933]]

of Kent, Delaware 19901. The name of its registered agent at such 
address is National Registered Agents, Inc.
    Trust Agreement
    In addition, the ISE is proposing to make a technical change to the 
Trust Agreement to provide that the full name of the trust is the 
``International Securities Exchange Trust.'' Specifically, section 2.1 
of the Trust Agreement would be amended to read in its entirety as 
follows:
    Name. The name of the Trust shall be the International Securities 
Exchange Trust (the ``ISE Trust'').

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 IV 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
    On December 13, 2007, the Commission approved a rule filing 
submitted by the Exchange in connection with the Transaction \5\ which 
included the Certificate of Incorporation and the Trust Agreement. The 
purpose of this rule filing is to make technical changes to the Trust 
Agreement and the Certificate of Incorporation necessary to permit the 
Exchange and Holdings to effect the Transaction. The Exchange is 
proposing to make a technical change to the Certificate of 
Incorporation to correct the address of Holdings' registered address in 
the State of Delaware. In addition, the ISE is proposing to make a 
technical change to the Trust Agreement to provide that the full name 
of the trust is the ``International Securities Exchange Trust.''
---------------------------------------------------------------------------

    \5\ See Securities Exchange Act Release No. 56944 (December 13, 
2007) (SR-ISE-2007-101).
---------------------------------------------------------------------------

2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under section 6(b)(5) of the Act \6\ that an exchange have 
rules that are 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 for a free and open market and 
a national market system, and, in general, to protect investors and the 
public interest. In particular, the proposal will permit the ISE to 
effect the Transaction.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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 is concerned solely with the 
administration of the Exchange and has, therefore, become effective 
pursuant to section 19(b)(3)(A)(iii) of the Act \7\ and Rule 19b-
4(f)(3) \8\ 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.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \8\ 17 CFR 19b-4(f)(3).
---------------------------------------------------------------------------

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 rule-comments@sec.gov. Please include 
File Number SR-ISE-2007-119 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-ISE-2007-119. 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 
am and 3 pm. 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 
submissions should refer to File Number SR-ISE-2007-119 and should be 
submitted on or before January 18, 2008.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
---------------------------------------------------------------------------

    \9\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-25180 Filed 12-27-07; 8:45 am]
BILLING CODE 8011-01-P