As filed with the Secretary of State of
the State of Delaware on August 7, 1998
---------------------------------------
CERTIFICATE OF INCORPORATION
OF
INVESTMENT PRODUCT SERVICES, INC.
FIRST: The name of the corporation is INVESTMENT PRODUCT SERVICES,
INC.
SECOND: The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
State of Delaware in the County of New Castle, 19801. The name of its
registered agent at that address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares which the Corporation shall have
authority to issue is 1,000 and the par value of each of such shares is $.01
amounting in the aggregate to $10.00.
FIFTH: The Board of Directors is authorized to make, alter or repeal
the By-Laws of the Corporation, as provided in the By-Laws. A Director of this
Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except to the
extent that such exemption from liability or limitation thereof is not permitted
under the General Corporation Law of the State of Delaware as the same exists or
may hereafter be amended. Any repeal or modification of the foregoing shall not
adversely affect any right or protection of a Director of the Corporation
existing hereunder with respect to any act or omission occurring prior to such
repeal or modification. Election of directors need not be by ballot.
SIXTH: The name and mailing address of the Incorporator is: David M.
Mahle, Esq., c/o Jones, Day, Reavis & Pogue, 599 Lexington Avenue, New York, New
York 10022.
THE UNDERSIGNED, being the Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, does make this certificate, hereby declaring and certifying that this
is his act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 6th day of August, 1998.
/s/ DAVID M. MAHLE
----------------------------
David M. Mahle, Incorporator
As filed with the Secretary of State of
the State of Delaware on December 18, 1998
--------------------------------------------
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION BEFORE PAYMENT OF
ANY PART OF THE CAPITAL
OF
INVESTMENT PRODUCT SERVICES, INC.
Investment Product Services, Inc. (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That the Corporation has not received any payment for any of
its stock.
SECOND: The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article FIRST thereof and by substituting in lieu of
said Article the following new Article FIRST:
"FIRST: The name of the corporation (the "Corporation") is
NASDAQ-AMEX INVESTMENT PRODUCT SERVICES, INC."
THIRD: That the amendment of the Certificate of Incorporation of the
Corporation herein certified was duly adopted, pursuant to Section 241 of the
General Corporation Law of the State of Delaware, by at least a majority of the
directors who have been elected and qualified.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by John L. Jacobs, its Executive Vice President, this 17th day of
December, 1998.
INVESTMENT PRODUCT SERVICES, INC.
By: /s/ JOHN L. JACOBS
------------------------------
John L. Jacobs
Executive Vice President