

[Federal Register: December 28, 2007 (Volume 72, Number 248)]
[Notices]               
[Page 73932-73933]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr28de07-191]                         

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

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).
---------------------------------------------------------------------------

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
