972 Federal Register / Vol. 74, No. 6 / Friday, January 9, 2009 / Notices 

22For 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). 

23 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b-4. 

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

4 17 CFR 240.19b-4(f)(2). 

5See Section 1 and Footnote 10 of the CBOE Fees 

Schedule. 

6Contract volume resulting from dividend, 

merger and short stock interest strategies as defined 

in Footnote 13 of the Fees Schedule does not apply 

towards reaching the sliding scale volume 

thresholds. 

operative delay 22 is consistent with the 

protection of investors and the public 

interest. Given that the Exchange’s 

proposed rule change is substantially 

similar to the rules of other exchanges 

previously approved by the 

Commission, the proposal does not 

appear to present any novel regulatory 

issues. Therefore, the Commission 

designates the proposal as operative 

upon filing. 

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–BSE–2008–52 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–BSE–2008–52. 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–BSE–2008–52 and should 

be submitted on or before January 30, 

2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–158 Filed 1–8–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59193; File No. SR–CBOE– 

2008–128] 

Self-Regulatory Organizations; 

Chicago Board Options Exchange, 

Incorporated; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Relating to Exchange 

Fees for Fiscal Year 2009 

January 2, 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 December 

24, 2008, the Chicago Board Options 

Exchange, Incorporated (‘‘CBOE’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. CBOE has 

designated this proposal as one 

establishing or changing a due, fee, or 

other charge applicable only to a 

member under Section 19(b)(3)(A)(ii) of 

the Act 3 and Rule 19b–4(f)(2) 

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 

Chicago Board Options Exchange, 

Incorporated (‘‘CBOE’’ or ‘‘Exchange’’) 

proposes to amend its Fees Schedule to 

make various changes for Fiscal Year 

2009. The text of the proposed rule 

change is available on the Exchange’s 

Web site (http://www.cboe.org/legal), at 

the Exchange’s Office of the Secretary 

and at the Commission. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

CBOE 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. CBOE 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 

The purpose of this proposed rule 

change is to amend the CBOE Fees 

Schedule to make various fee changes. 

The proposed changes are the product 

of the Exchange’s annual budget review. 

The fee changes were approved by the 

Exchange’s Board of Directors pursuant 

to CBOE Rule 2.22 and will take effect 

on January 1, 2009. 

The Exchange proposes to amend the 

following fees: 

A. Liquidity Provider Sliding Scale 

The Exchange’s Liquidity Provider 

Sliding Scale program reduces a 

Liquidity Provider’s per contract 

transaction fee based on the number of 

contracts the Liquidity Provider trades 

in a month.5 The sliding scale applies to 

all Liquidity Providers (CBOE MarketMaker, Designated Primary MarketMaker (‘‘DPM’’), Electronic DPM (‘‘eDPM’’) and Lead Market-Maker 

(‘‘LMM’’)) for transactions in all 

products.6

Under the current program, a 

Liquidity Provider’s standard $.20 per 

contract transaction fee is reduced if the 

Liquidity Provider reaches the volume 

thresholds set forth in the sliding scale 

in a month. As a Liquidity Provider’s 

monthly volume increases, its per 

contract transaction fee decreases. The 

first 75,000 contracts traded in a month 

(first tier) are assessed at $.20 per 

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Federal Register / Vol. 74, No. 6 / Friday, January 9, 2009 / Notices 973 

7A Liquidity Provider’s monthly contract volume 

is determined at the firm affiliation level, e.g., if five 

Liquidity Provider individuals are affiliated with 

member firm ABC as reflected by Exchange records 

for the entire month, all of the volume from those 

five individual Liquidity Providers count towards 

firm ABC’s sliding scale transaction fees for that 

month. If a Liquidity Provider firm has nominees 

that trade independently and have their own profitloss accounts that are separate and distinct from 

those of other nominees of the firm, the 

independent nominee’s individual contract volume 

shall not be grouped with the contract volume of 

the firm for purposes of calculating the firm’s 

sliding scale monthly volume total. 

8See Section 1 and Footnote 11 of the CBOE Fees 

Schedule. 

9See CBOE Fees Schedule, Section 1 (Index 

Options) and Footnote 14. 

10See Securities Exchange Act Release No. 56862 

(November 29, 2007), 72 FR 68918 (December 6, 

2007). 

11 XSP option transaction fees are assessed 

pursuant to the Index Options transaction fee 

schedule set forth in Section 1 of the Fees Schedule. 

contract. The next 1,125,000 contracts 

traded (up to 1.2 million total contracts 

traded—second tier) are assessed at $.18 

per contract. The next 1.8 million 

contracts traded (up to 3 million total 

contracts traded—third tier) are assessed 

at $.15 per contract and the next 1.8 

million contracts traded (up to 4.8 

million total contracts traded—fourth 

tier) are assessed at $.10 per contract. 

The next 5.2 million contracts traded 

(up to 10 million total contracts 

traded—fifth tier) are assessed at $.03 

per contract. All contracts above 10 

million contracts traded in a month 

(sixth tier) are assessed at $.01 per 

contract. The Exchange aggregates the 

trading activity of separate Liquidity 

Provider firms for purposes of the 

sliding scale if there is at least 75% 

common ownership between the firms 

as reflected on each firm’s Form BD, 

Schedule A.7

The Exchange proposes to increase 

the sliding scale volume thresholds for 

fiscal year 2009 due to increased 

volume on the Exchange. Specifically, 

the Exchange proposes to change the 

first tier volume threshold from 75,000 

contracts to 85,000 contracts, the second 

tier volume threshold from 1,125,000 

contracts to 1,265,000 contracts (up to 

1.35 million total contracts traded), the 

third tier threshold from 1.8 million 

contracts to 2,075,000 contracts (up to 

3,425,000 total contracts traded), the 

fourth tier threshold from 1.8 million 

contracts to 2,050,000 contracts (up to 

5,475,000 total contracts traded), the 

fifth tier threshold from 5.2 million 

contracts to 5,025,000 contracts (up to 

10.5 million total contracts traded), and 

the sixth tier threshold from above 10 

million contracts to above 10.5 million 

contracts. The Exchange does not 

propose to change any of the tier fee 

rates. 

Currently, the Exchange provides 

Liquidity Providers with two incentives 

to prepay annual transaction fees. First, 

in order to be eligible to participate in 

the sliding scale above 1.2 million 

contracts (i.e., at the $.15 per contract 

rate and lower), a Liquidity Provider is 

required to prepay their transaction fees 

for the first two tiers of the sliding scale 

for the entire year (i.e., $2.61 million). 

Second, if a Liquidity Provider prepays 

annual fees for the first four tiers of the 

sliding scale, the Liquidity Provider 

receives a $600,000 prepayment 

discount (total amount of the 

prepayment would be $7.41 million 

instead of $8.01 million). As a result of 

the volume threshold changes described 

above, the $2.61 million prepayment 

amount for the first two tiers would be 

revised to $2,936,400. The discount for 

prepaying the first four tiers of the 

sliding scale would increase from 

$600,000 to $685,000 (total amount of 

the prepayment would be $8,446,400 

instead of $9,131,400). 

B. Member Firm Proprietary Sliding 

Scale 

The Exchange’s Member Firm 

Proprietary Sliding Scale program 

reduces a member firm’s standard $.20 

per contract transaction fee if the 

member firm reaches the volume 

thresholds set forth in the sliding scale 

in a month.8 As a member firm’s 

monthly volume increases, its per 

contract transaction fee decreases. The 

first 400,000 contracts traded in a month 

are assessed at $.20 per contract. The 

next 200,000 contracts traded (up to 

600,000 total contracts traded) are 

assessed at $.15 per contract. The next 

150,000 contracts traded (up to 750,000 

total contracts traded) are assessed at 

$.10 per contract and the next 100,000 

contracts traded (up to 850,000 total 

contracts traded) are assessed at $.05 per 

contract. All contracts above 850,000 

contracts traded in a month are assessed 

at $.02 per contract. 

The Exchange proposes to increase 

the sliding scale volume thresholds for 

fiscal year 2009 due to increased 

volume on the Exchange. Specifically, 

the Exchange proposes to change the 

first tier volume threshold from 400,000 

contracts to 450,000 contracts, the 

second tier volume threshold from 

200,000 contracts to 225,000 contracts 

(up to 675,000 total contracts traded) 

and the third tier threshold from 

150,000 contracts to 175,000 contracts 

(up to 850,000 total contracts traded). 

The fourth tier threshold would remain 

at 100,000 contracts (up to 950,000 total 

contracts traded) and the fifth tier 

threshold would change from above 

850,000 contracts to above 950,000 

contracts. The Exchange does not 

propose to change any of the tier fee 

rates. 

Due to the Exchange’s obligation to 

pay license fees on certain products, the 

Exchange currently assesses a $.10 per 

contract license fee (a total of 10 cents 

per contract less any surcharge fees 

already assessed) on all licensed 

products when a firm reaches the fifth 

tier of the sliding scale. The Exchange 

proposes to increase this charge to $.15 

per contract for options on the Russell 

2000 index (RUT), mini-Nasdaq-100 

index (MNX) and Nasdaq-100 index 

(NDX) due to the increase in the 

surcharge fees for these products as 

described in the next section below. 

C. Surcharge Fees 

The Exchange currently charges a $.10 

per contract surcharge fee on all 

transactions in MNX, NDX and RUT 

options and on options on the Dow 

Jones Industrial Average (DJX and DXL), 

excluding public customer orders and 

including voluntary professional and 

linkage orders.9 The Exchange proposes 

to increase the surcharge fee to $.15 per 

contract for transactions in MNX, NDX 

and RUT options, excluding public 

customer orders and including 

voluntary professional and linkage 

orders. The surcharge fee is assessed to 

help the Exchange recoup license fees 

the Exchange pays to index licensors for 

the right to list these products for 

trading and is similar to surcharge fees 

charged by other exchanges. 

D. XSP Transaction Fee 

The Exchange waived transaction fees 

for all market participants in options on 

the mini-SPX (XSP) beginning on 

November 19, 2007 for an indefinite 

time period in conjunction with a 

marketing ‘‘re-launch’’ of the XSP 

product.10 The Exchange has 

reevaluated the fee waiver and 

determined to reinstate XSP transaction 

fees effective January 1, 2009.11

E. Floor Broker Workstation Fees 

The Floor Broker Workstation (FBW) 

is a system for electronically entering 

and electronically managing orders on 

the Exchange floor. The Exchange 

currently assesses a fee of $425 per 

month for FBW functionality that is 

placed on a desktop terminal. The 

Exchange assesses an additional $100 

per month ($525 total per month) if the 

FBW application resides on a 

workstation that also includes certain 

market data functionalities. The 

Exchange charges a fee of $100 per 

month per login ID for mobile FBWs 

used in index option trading crowds. No 

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974 Federal Register / Vol. 74, No. 6 / Friday, January 9, 2009 / Notices 

12The procedure for on-floor transfers of 

positions is set forth in Rule 6.49A(c). 

13See Securities Exchange Act Release No. 58127 

(July 9, 2008), 73 FR 41140 (July 17, 2008). 

14 15 U.S.C. 78f(b). 

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

16 15 U.S.C. 78s(b)(3)(A). 

17 17 CFR 240.19b–4(f)(2). 

fee is assessed for mobile FBWs used in 

equity option trading crowds. 

Additionally, the Exchange assesses 

DPMs a fee of $100 per month per login 

ID for use of an FBW, whether it is a 

desktop FBW or a mobile FBW. 

The Exchange proposes to eliminate 

all of the distinctions described above 

and charge a fee of $355 per month per 

login ID for use of any FBW, whether a 

mobile FBW or a desktop (stationary) 

FBW. FBW fees are charged to assist the 

Exchange in offsetting the cost of 

making FBWs available to members. 

F. Position Transfer Fee 

CBOE Rule 6.49A provides for a 

special procedure to permit option 

positions to be offered on the floor of 

the Exchange in the event that the 

positions are being transferred as part of 

a sale or disposition of all or 

substantially all of the assets or options 

positions of the transferring party where 

the transferring party would not 

continue to be involved in managing or 

owning the transferred positions. The 

rule also provides for off-floor transfers 

of positions based on certain specified 

exemptions, as well as with the 

approval of the Exchange’s President 

under extraordinary circumstances. 

The Exchange regularly 

accommodates both on-floor and offfloor transfers of positions. The primary 

reason that members prefer to transfer 

positions as opposed to trading out of 

them is that transferring positions 

affords a reduction in administrative 

overhead and cost. In the typical 

situation, a member is undergoing a 

structural change and a one-time 

movement of positions offers efficiency 

in that process. 

Exchange Trading Floor Liaison and 

Help Desk staff participate in on-floor 

transfers by reviewing, preparing and 

executing the process, which can take 

several hours depending upon the size 

and number of classes involved.12 Offfloor transfers are reviewed and 

approved by management of the 

Exchange’s Market Regulation 

Department. Reviewing the position 

transfer data may take little time or 

several hours, again depending upon the 

size and number of classes involved. 

The Exchange proposes to establish a 

fee for options position transfers to help 

offset the Exchange’s costs to provide 

the services described above. The 

Exchange proposes to charge $.02 per 

contract side for all options contracts 

transferred pursuant to Rule 6.49A. The 

fee would be capped at $25,000 per 

transfer. The Exchange believes the 

proposed position transfer fee is 

reasonable in that even with the 

proposed fee the position transfer 

process provides members with 

significant cost savings as compared to 

the transaction fee costs that a member 

would incur by trading out of the 

positions. 

G. PAR Workstation Fee 

PAR Workstations are touch screen 

terminals designed to allow electronic 

representation of orders routed to it. 

PAR Workstations have been in service 

for many years with no user fee assessed 

by the Exchange. The Exchange 

proposes to assess a $100 per month fee 

for use of a PAR Workstation, in order 

to help offset hardware costs incurred 

by the Exchange in making PAR 

Workstations available to members. 

H. Miscellaneous Changes 

The Exchange proposes the following 

housekeeping changes to its Fees 

Schedule. The Exchange proposes to 

delete a sentence in Footnote 1 of the 

Fees Schedule relating to a transaction 

fee waiver for binary options that 

expired on October 1, 2008.13 The 

Exchange also proposes to delete certain 

charges under the Trade Processing 

section (Section 9) of the Fees Schedule 

because those fees are no longer 

charged. Specifically, the Exchange 

proposes to delete the RAES Market 

Maker Input charge because the RAES 

system is no longer in use, and the 

CBOE Hand Held Terminal Input charge 

because such terminals also are no 

longer in use. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Securities Exchange 

Act of 1934 (‘‘Act’’) 14 in general, and 

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

of the Act 15 in particular, in that it is 

designed to provide for the equitable 

allocation of reasonable dues, fees, and 

other charges among CBOE members 

and other persons using its facilities. 

The Exchange believes the Liquidity 

Provider and Member Firm Proprietary 

Sliding Scale fee discounts are 

reasonable and appropriate in that they 

are based on the amount of business 

transacted on the Exchange. The 

Exchange believes the other proposed 

fee changes are equitable and reasonable 

in that they are designed to recoup or 

help offset costs incurred by the 

Exchange in making products and 

services available to members. 

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 the 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 16 and subparagraph (f)(2) of 

Rule 19b–4 17 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 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–CBOE–2008–128 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–CBOE–2008–128. 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 

mstockstill on PROD1PC66 with NOTICES

Federal Register / Vol. 74, No. 6 / Friday, January 9, 2009 / Notices 975 

18 17 CFR 200.30–3(a)(12). 

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). 

5Release No. 34–59135 (December 22, 2007); File 

No. SR–ISE–2008–85. 

6See File No. SR–ISE–2008–97 (December 23, 

2008). 

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 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 Number SR–CBOE– 

2008–128 and should be submitted on 

or before January 30, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E9–156 Filed 1–8–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59196; File No. SR–ISE– 

2008–100] 

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 

January 5, 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 December 

24, 2008, the International Securities 

Exchange, LLC (the ‘‘Exchange’’ or 

‘‘ISE’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

the proposed rule change as described 

in Items I, II, and III below, which Items 

have been prepared by ISE. ISE has 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 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 the ISE Stock 

Exchange, LLC (‘‘ISE Stock’’), a 

Delaware limited liability company, will 

merge with and into Maple Merger Sub, 

LLC (‘‘Maple Merger Sub’’), a Delaware 

limited liability company and a wholly 

owned subsidiary of Direct Edge 

Holdings LLC (‘‘Direct Edge’’), with 

Maple Merger Sub being the surviving 

entity. 

Certificate of Incorporation 

The Exchange is proposing to make 

additional technical change to the 

Certificate of Incorporation to: (1) 

Remove the word ‘‘FIRST’’ before the 

opening paragraph and (2) add new text 

below the opening paragraph stating 

that the name of the corporation is 

International Securities Exchange 

Holdings, Inc. 

Text of the Proposed Rule Change 

Underlining indicates additions; 

[Brackets] indicate deletion. 

Amended and Restated Certificate of 

Incorporation of International 

Securities Exchange Holdings, Inc. 

[FIRST:] The name of the corporation 

is International Securities Exchange 

Holdings, Inc. (the ‘‘Corporation’’). The 

Corporation was incorporated on 

November 16, 2004 by filing its 

Certificate of Incorporation with the 

Secretary of State of the State of 

Delaware under the name International 

Securities Exchange Holdings, Inc. 

FIRST: The name of the corporation is 

International Securities Exchange 

Holdings, Inc. (the ‘‘Corporation’’). 

* * * * * 

The text of the proposed rule change 

is available on the Exchange’s Web site 

www.ise.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 

self-regulatory organization 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 22, 2008, the 

Commission approved a rule filing 

submitted by the Exchange in 

connection with the Transaction 5

which included the Certificate of 

Incorporation. On December 23, 2008, 

the Exchange submitted a technical rule 

filing to make changes requested by the 

Delaware Secretary of State.6 The 

purpose of this rule filing is to make 

additional technical changes to the 

Certificate of Incorporation that were 

subsequently requested by the Delaware 

Secretary of State that are necessary to 

permit Holdings to file the Certificate of 

Incorporation to effect the Transaction. 

The Exchange is proposing to make 

technical changes to the Certificate of 

Incorporation to: (1) Remove the word 

‘‘FIRST’’ before the opening paragraph 

and (2) add new text below the opening 

paragraph stating that the name of the 

corporation is International Securities 

Exchange Holdings, Inc. 

2. Statutory Basis 

The basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(1) that an exchange 

be so organized so as to have the 

capacity to be able to carry out the 

purposes of the Exchange Act and to 

comply, and (subject to any rule or 

order of the Commission pursuant to 

Section 17(d) or 19(g)(2) of the Exchange 

Act) to enforce compliance by its 

members and persons associated with 

its members, with the provisions of the 

Exchange Act, the rules and regulations 

mstockstill on PROD1PC66 with NOTICES