

[Federal Register: June 4, 2007 (Volume 72, Number 106)]
[Notices]               
[Page 30894-30895]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr04jn07-107]                         

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-55809; File No. SR-ISE-2007-34]

 
Self-Regulatory Organizations; International Securities Exchange, 
LLC; Notice of Filing of a Proposed Rule Change Relating to an 
Amendment to the International Securities Exchange, LLC Constitution 
and Amended and Restated LLC Agreement

 May 23, 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 May 8, 2007, the International Securities Exchange, LLC 
(``Exchange'' or ``ISE, LLC'') 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 prepared by the 
Exchange. 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.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    ISE, LLC is proposing to amend its Constitution and Amended and 
Restated LLC Agreement. The text of the proposed rule change is 
available on the Exchange's Web site at (http://www.iseoptions.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 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.

[[Page 30895]]

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of this proposed rule change is to amend the Exchange's 
Constitution and Amended and Restated LLC Agreement to: (i) Remove the 
requirement that the President of the Exchange also be the Chief 
Executive Officer of the Exchange; and (ii) change the number of 
directors from 15 to no less than 15 and no more than 16, so as to 
allow for the election, at the discretion the Sole LLC Member,\3\ of a 
director who was employed by the Exchange at any time during the prior 
three years, but otherwise meets the definition of a ``Non-Industry 
Director'' as provided under the Exchange's Constitution. Currently, 
the Exchange's Constitution requires that the President of the Exchange 
also be the Chief Executive Officer of the Exchange \4\ and that the 
number of directors on the Board of Directors be fixed at 15.\5\ The 
Exchange believes that the proposed modifications would provide the 
flexibility to structure the Board of Directors in a way that is most 
effective for attracting and keeping the industry's most talented 
people, and in turn provide the flexibility to attract and retain the 
best possible management team for the Exchange and its members.
---------------------------------------------------------------------------

    \3\ See Article I, Section 1.1 of the ISE, LLC Constitution, 
which defines the term ``Sole LLC Member''.
    \4\ Constitution, Section 4.1.
    \5\ Constitution, Section 3.2.
---------------------------------------------------------------------------

2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(1) \6\ that an exchange be so organized 
as to have the capacity to be able to carry out the purposes of the Act 
and to comply, and (subject to any rule or order of the Commission 
pursuant to Section 17(d) \7\ or 19(g)(2) \8\ of the Act) to enforce 
compliance by its members and persons associated with its members, with 
the provisions of the Act, the rules and regulations thereunder, and 
the rules of the exchange. The Exchange also believes this proposed 
rule change furthers the objective of Section 6(b)(5) \9\ that an 
exchange have rules that, among other things, are designed 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.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f(g)(1).
    \7\ 15 U.S.C. 78q(d).
    \8\ 15 U.S.C. 78s(g)(2).
    \9\ 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

    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 ISE, LLC 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, 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 No. SR-ISE-2007-34 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-2007-34. 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. 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-2007-34 and should be submitted on or before June 
25, 2007.
---------------------------------------------------------------------------

    \10\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\10\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-10667 Filed 6-1-07; 8:45 am]

BILLING CODE 8010-01-P
