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

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

7See footnote 5. 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 19b–4(f)(3). 10 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. 59082 

(December 11, 2008), 73 FR 77091 (‘‘Notice’’). 

thereunder and the rules of the 

exchange. The Exchange also believes 

this proposed rule change furthers the 

objective of Section 6(b)(5) 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. In particular, the 

proposed rule change will allow the 

Exchange to effect the Transaction, 

which was approved by the Commission 

on December 22, 2008.7

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 has become 

effective pursuant to Section 19(b)(3) of 

the Act 8 and Rule 19b–4(f)(3) 9

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: 

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–2008–100 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

Station Place, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–ISE–2008–100. 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 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 publicly available. All 

submissions should refer to File 

Number SR–ISE–2008–100 and should 

be submitted on or before January 30, 

2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–157 Filed 1–8–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59194; File No. SR– 

NYSEArca–2008–135] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Granting Accelerated 

Approval of Proposed Rule Change 

Amending Rule 6.47A To Reduce the 

Order Exposure Period From Three 

Seconds to One Second 

January 5, 2009. 

I. Introduction 

On December 9, 2008, NYSE Arca, 

Inc. (‘‘NYSE Arca’’ or the ‘‘Exchange’’), 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) 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 reduce certain order exposure 

periods from three seconds to one 

second. The proposed rule change was 

published for comment in the Federal 

Register on December 18, 2008.3 The 

Commission received no comments on 

the proposal. This order approves the 

proposed rule change on an accelerated 

basis. 

II. Description of the Proposal 

The purpose of the proposed rule 

change is to reduce the exposure time 

during which order entry firms may not 

execute as principal against orders they 

represent as agent from three seconds to 

one second. Under the current NYSE 

Arca Rule 6.47A, Order Exposure 

Requirements–OX, order entry firms 

may not execute as principal, orders 

they represent as agent unless (i) the 

agency orders are first exposed on the 

NYSE Arca OX trading system for at 

least three seconds or (ii) the order entry 

firm has been bidding or offering for at 

least three seconds prior to receiving the 

agency order that is executable against 

such bid or offer. During this threesecond exposure period, other market 

participants may enter orders to trade 

against the exposed order. Under this 

proposal, the exposure period contained 

in Rule 6.47A would be reduced to one 

second. 

III. Discussion and Commission 

Findings 

After carefully reviewing the 

proposed rule change, the Commission 

finds that the proposal is consistent 

with the requirements of the Act and the 

rules and regulations thereunder 

mstockstill on PROD1PC66 with NOTICES