57188 Federal Register / Vol. 73, No. 191 / Wednesday, October 1, 2008 / Notices 

20 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b–4(f)(6). 

4Changes are marked to the rule text that appears 

in the electronic Nasdaq Manual found at http:// 

wallstreet.cch.com/nasdaq. 

5Securities Exchange Act Release No. 56172 (July 

31, 2007), 72 FR 44196 (SR–NASDAQ–2006–065). 

At the time of approval, Nasdaq indicated that it 

would first operate a system for trading PORTAL 

equity, and thereafter would enable the system to 

trade PORTAL debt securities. While the PORTAL 

equity functionality has been available since August 

15, 2007, Nasdaq has yet to implement trading 

functionality for PORTAL debt securities. 

Subsequently, on February 21, 2008, the SEC 

approved amendments to the qualification 

requirements for equity securities to be designated 

for inclusion in PORTAL in cases where the 

security does not receive book-entry settlement 

services at The Depository Trust Corporation 

(‘‘DTC’’) as had previously been required by 

PORTAL Rule 6502(b)(1)(C), but is nonetheless 

subject to an alternative regular-way non-DTC 

settlement procedure. Securities Exchange Act 

Release No. 57368 (February 21, 2008), 73 FR 10852 

(SR–NASDAQ–2008–011). 

6Rule 144A was adopted by the SEC in 1990 in 

Securities Act Release No. 6862 (April 23, 1990), 55 

FR 17933 (S7–23–88). PORTAL was approved by 

the SEC in Securities Exchange Act Release No. 

27956 (April 27, 1990), 55 FR 18781 (SR–NASD– 

88–23). For an explanation of the history of the 

development of the PORTAL Market, see Securities 

Exchange Act Release No. 55669 (April 25, 2007), 

72 FR 23874 (SR–NASDAQ–2006–065). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–22966 Filed 9–30–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58638; File No. SR– 

NASDAQ–2008–076] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Relating to 

Nasdaq’s PORTAL Market 

September 24, 2008. 

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 

September 19, 2008, The NASDAQ 

Stock Market LLC (‘‘Nasdaq’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’) 

the proposed rule change as described 

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

have been prepared by Nasdaq. Nasdaq 

has designated the proposed rule change 

as constituting a non-controversial rule 

change under Rule 19b–4(f)(6) under the 

Act,3 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 the Substance 

of the Proposed Rule Change 

The NASDAQ Stock Market LLC 

(‘‘Nasdaq’’) is filing with the Securities 

and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

to: (1) Cease operation, as a selfregulatory organization, of Nasdaq’s 

electronic platform for the quoting and 

trading of restricted equity securities 

designated for inclusion in The 

PORTAL Market (‘‘PORTAL’’ or the 

‘‘PORTAL Market’’); and (2) file, 

pursuant to Nasdaq Rule 2140, for 

Nasdaq to (a) acquire a minority 

ownership interest in a Delaware 

limited liability company to be known 

as The PORTAL Alliance LLC (the 

‘‘Alliance’’) that would, in turn, own 

and operate an open electronic platform 

for the posting of indicative quotations 

and negotiation of transactions in equity 

securities designated as PORTAL 

securities and (b) enter into an 

agreement to operate the platform on 

behalf of the Alliance. Other members of 

the Alliance would include certain 

Nasdaq members or their affiliates. The 

text of the proposed amendment to the 

Nasdaq PORTAL Rules is below. 

Proposed new language is underlined, 

proposed deletions are in brackets. 

The text of the proposed rule change 

is below. Proposed new language is in 

italics; proposed deletions are in 

brackets.4

* * * * * 

6501 Definitions 

For purposes of the PORTAL Rules, 

unless the context requires otherwise: 

(a)–(e) No Change. 

(f) The term ‘‘PORTAL security’’ or 

‘‘PORTAL securities’’ shall mean a security 

that is currently designated [and authorized 

for inclusion in the] as a PORTAL security 

[Market] by Nasdaq pursuant to the Rule 

6500 Series. 

(g) The term ‘‘PORTAL Market’’ or 

‘‘System’’ shall mean the system for the 

quotation, negotiation, execution and 

automated trade reporting of PORTAL Debt[s] 

Securities that is owned and operated by The 

NASDAQ Stock Market LLC. 

(h)–(x) No Change. 

* * * * * 

6504 Reporting Transactions in 

PORTAL Securities 

Transactions in PORTAL Debt[s] 

Securities shall be reported by the 

System in accordance with applicable 

self-regulatory organization rules. 

* * * * * 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

Nasdaq 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. Nasdaq 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 

Background 

On July 31, 2007, the SEC approved 

amendments to the PORTAL Rules that 

reestablished a trading system for the 

purpose of quoting and trading 

securities eligible for resale by qualified 

institutional buyers under SEC Rule 

144A.5 This approval represented a new 

phase in the operation of the Nasdaq 

PORTAL Market, which was originally 

approved by the SEC in 1990 

simultaneously with the SEC’s approval 

of Rule 144A.6

During the period following the 

reestablishment of the Nasdaq PORTAL 

Market, Nasdaq has reexamined the 

operational and ownership structure of 

PORTAL with a view to adopting 

changes that reflect the preferences of 

market participants and enhance the 

operation of the system, which, in turn, 

Nasdaq believes will achieve the goals 

of enhanced transparency and efficiency 

in the trading of restricted securities 

that are at the heart of Nasdaq’s 

PORTAL initiatives. 

As a result, Nasdaq is proposing to: 

(1) Terminate the current Nasdaq 

PORTAL Market for equity securities, 

while continuing to review and 

designate both restricted debt and 

equity securities as PORTAL-eligible 

securities in its SRO capacity; and (2) 

Enter into agreements with certain of its 

members or their affiliates (the ‘‘Firms’’) 

to create, and take a minority interest in, 

the Alliance, a Delaware limited 


jlentini on PROD1PC65 with NOTICES
Federal Register / Vol. 73, No. 191 / Wednesday, October 1, 2008 / Notices 57189 

7The Nasdaq member firms expected to enter into 

agreements with Nasdaq either directly or through 

affiliated or successor entities are: Banc of America 

Securities LLC; Citigroup Global Markets Inc.; 

Credit Suisse Securities (USA) LLC; Deutsche Bank 

Securities Inc.; Goldman, Sachs & Co.; J.P. Morgan 

Securities Inc.; Lehman Brothers Inc.; Merrill 

Lynch, Pierce, Fenner & Smith Incorporated; 

Morgan Stanley & Co. Incorporated; UBS Securities 

LLC; and Wachovia Capital Markets, LLC. 

8Nasdaq has provided copies of these agreements 

to Commission Staff. 

9Nasdaq’s financial contribution to the Alliance 

will be an amount equal to that received by Nasdaq 

for designating PORTAL equity securities. 

10Currently, DTC allows Rule 144A securities 

that are not investment grade rated debt to be 

eligible for deposit, book-entry delivery, and other 

depository services only if the Rule 144A securities 

are designated for inclusion in a system of a selfregulatory organization (‘‘SRO’’) approved by the 

Commission ‘‘for the reporting of quotation and 

trade information of Rule 144A transactions (‘SRO 

Rule 144A System’).’’ See Securities Exchange Act 

Release No. 33327 (Dec. 13, 1993); 58 FR 67878. We 

note in this regard that the Alliance Platform will 

not be a system of a SRO approved by the 

Commission ‘‘for the reporting of quotation and 

trade information of Rule 144A transactions’’ 

within the meaning of this rule. 

11 15 U.S.C. 78f. 

12 15 U.S.C. 78f(b)(5). 

13 15 U.S.C. 78s(b)(3)(A). 

14 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires that a self-regulatory 

organization submit to the Commission written 

notice of its intent to file the proposed rule change, 

along with a brief description and text of the 

proposed rule change, at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Commission notes that Nasdaq 

satisfied the five-day pre-filing notice requirement. 

liability company principally formed to 

operate a private open-access over-thecounter platform to facilitate 

transactions in, and, through expected 

links with third-party transfer tracking 

systems, monitor ownership of and 

compliance with transfer restrictions 

applicable to PORTAL eligible equity 

and certain other securities eligible for 

resale under Rule 144A, initially to be 

known as The PORTAL Alliance 

Platform (the ‘‘Alliance Platform’’).7

Under the proposed structure, Nasdaq 

will cease to operate the Nasdaq 

PORTAL Market for equity securities in 

its capacity as a self-regulatory 

organization and instead operate the 

Alliance Platform in a private vendor 

capacity pursuant to corporate and 

commercial agreements among and 

between Nasdaq and the Alliance.8

Nasdaq has also agreed to phase out use 

of trademarks using the term PORTAL 

over the course of two years to prevent 

any confusion between the new 

Alliance Platform and the terminated 

Nasdaq PORTAL Market for equity 

securities. In return for its financial and 

intellectual property contributions, 

Nasdaq will receive a 10% ownership 

interest in the Alliance in addition to a 

non-voting preferred interest.9 Under 

the terms of its agreement with the 

Alliance to operate the Alliance 

Platform, Nasdaq will be reimbursed for 

the costs of operating and maintaining 

the Alliance Platform. The business 

operations and decisions of the Alliance 

Platform will ultimately be the 

responsibility of the Alliance’s Board of 

Managers. Beyond its capacity as but 

one of what is expected to be initially 

12 minority holders with a voting board 

seat and acting at the direction of the 

Alliance as operator of the Alliance 

Platform, Nasdaq will not direct, 

control, or otherwise manage the 

business of the Alliance. In addition, 

Nasdaq commits not to provide pricing 

or other concessions related to its 

exchange facilities to Nasdaq members 

based on their usage of the Alliance 

Platform. 

Access to the Alliance Platform will 

be open to any qualified registered 

broker-dealer or institution, and will be 

entirely voluntary. Thus, any qualified 

party, including broker-dealers that are 

not parties to the Alliance limited 

liability company agreement, may enter 

indicative quotations, negotiate trades 

through and receive transaction 

information from the Alliance Platform. 

Operationally, the Alliance Platform 

expects to have the current Nasdaq 

PORTAL Market quoting and trading 

functionality as it relates to PORTAL 

equity securities link with existing 

transfer tracking systems that monitor 

and enforce caps on recordholder 

numbers and other transfer restrictions 

for equity securities. The Alliance 

Platform will forward required trade 

reports for transactions in PORTAL 

securities negotiated on or otherwise 

reported to the Alliance Platform to the 

Financial Industry Regulatory Authority 

(‘‘FINRA’’) for regulatory purposes, as 

well as forward settlement-related 

transaction information to the relevant 

recipient(s) for settlement purposes.10

Nasdaq believes the above structure 

will encourage the posting of indicative 

quotation information in equity 

securities eligible for resale under Rule 

144A(i) within a framework that makes 

such information generally available to 

qualified market participants and (ii) 

through a system that allows the 

qualified market participants to take 

action based on such information. In 

Nasdaq’s view, this result is far superior 

to the current situation where Nasdaq’s 

sole ownership of a 144A trading system 

as a facility of the exchange has resulted 

in no material improvement in the 

transparency and efficiency in the 

trading of 144A equity. This proposal 

creates an opportunity for a more 

transparent and technologically efficient 

trading and trade reporting environment 

for 144A equity to develop. 

2. Statutory Basis 

Nasdaq believes that the proposed 

rule change is consistent with the 

provisions of Section 6 of the Act,11 in 

general, and with Sections 6(b)(5) of the 

Act,12 in particular, in that the proposal 

is designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. In particular, Nasdaq 

believes that the proposal will 

encourage more competitive, efficient 

and transparent trading in restricted 

securities. By providing an operational 

and ownership structure that 

encourages an increased display of 

trading interest, Nasdaq expects the 

proposal to benefit all market 

participants that seek to invest in, or 

trade, such securities. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Nasdaq does not believe that the 

proposed rule change will result in any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) does 

not become operative for 30 days from 

the date on which it was filed, or such 

shorter time as the Commission may 

designate, it has become effective 

pursuant to Section 19(b)(3)(A) of the 

Act 13 and Rule 19b–4(f)(6) 

thereunder.14

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 


jlentini on PROD1PC65 with NOTICES
57190 Federal Register / Vol. 73, No. 191 / Wednesday, October 1, 2008 / Notices 

15 17 CFR 200.30–3(a)(12). 

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, as amended, 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–NASDAQ–2008–076 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–NASDAQ–2008–076. 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 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 

offices of Nasdaq. 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–NASDAQ–2008–076 and 

should be submitted on or before 

October 22, 2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–22968 Filed 9–30–08; 8:45 am] 

BILLING CODE 8010–01–P 

SMALL BUSINESS ADMINISTRATION 

Interest Rates 

The Small Business Administration 

publishes an interest rate called the 

optional ‘‘peg’’ rate (13 CFR 120.214) on 

a quarterly basis. This rate is a weighted 

average cost of money to the 

government for maturities similar to the 

average SBA direct loan. This rate may 

be used as a base rate for guaranteed 

fluctuating interest rate SBA loans. This 

rate will be 4.625 (4 5/8) percent for the 

October—December quarter of FY 2009. 

Pursuant to 13 CFR 120.921(b), the 

maximum legal interest rate for any 

third party lender’s commercial loan 

which funds any portion of the cost of 

a 504 project (see 13 CFR 120.801) shall 

be 6% over the New York Prime rate or, 

if that exceeds the maximum interest 

rate permitted by the constitution or 

laws of a given State, the maximum 

interest rate will be the rate permitted 

by the constitution or laws of the given 

State. 

Grady B. Hedgespeth, 

Director, Office of Financial Assistance. 

[FR Doc. E8–23110 Filed 9–30–08; 8:45 am] 

BILLING CODE 8025–01–P 

DEPARTMENT OF STATE 

[Public Notice 6381] 

Culturally Significant Objects Imported 

for Exhibition Determinations: 

‘‘Beadwork Storytellers, A Visual 

Language’’ 

SUMMARY: Notice is hereby given of the 

following determinations: Pursuant to 

the authority vested in me by the Act of 

October 19, 1965 (79 Stat. 985; 22 U.S.C. 

2459), Executive Order 12047 of March 

27, 1978, the Foreign Affairs Reform and 

Restructuring Act of 1998 (112 Stat. 

2681, et seq.; 22 U.S.C. 6501 note, et 

seq.), Delegation of Authority No. 234 of 

October 1, 1999, Delegation of Authority 

No. 236 of October 19, 1999, as 

amended, and Delegation of Authority 

No. 257 of April 15, 2003 [68 FR 19875], 

I hereby determine that the objects to be 

included in the exhibition ‘‘Beadwork 

Storytellers, A Visual Language,’’ 

imported from abroad for temporary 

exhibition within the United States, are 

of cultural significance. The objects are 

imported pursuant to loan agreements 

with the foreign owner or custodian. I 

also determine that the exhibition or 

display of the exhibit objects at the 

Cherokee Heritage Center, Tahlequah, 

OK, from on or about October 11, 2008, 

until on or about April 19, 2009, and at 

possible additional exhibitions or 

venues yet to be determined, is in the 

national interest. Public Notice of these 

Determinations is ordered to be 

published in the Federal Register. 

FOR FURTHER INFORMATION CONTACT: For 

further information, including a list of 

the exhibit objects, contact Carol B. 

Epstein, Attorney-Adviser, Office of the 

Legal Adviser, U.S. Department of State 

(telephone: 202/453–8048). The address 

is U.S. Department of State, SA–44, 301 

4th Street, SW., Room 700, Washington, 

DC 20547–0001. 

Dated: September 24, 2008. 

C. Miller Crouch, 

Principal Deputy Assistant Secretary for 

Educational and Cultural Affairs, Department 

of State. 

[FR Doc. E8–23147 Filed 9–30–08; 8:45 am] 

BILLING CODE 4710–05–P 

SUSQUEHANNA RIVER BASIN 

COMMISSION 

Notice of Actions Taken at September 

11, 2008, Meeting 

AGENCY: Susquehanna River Basin 

Commission. 

ACTION: Notice of Commission Actions. 

SUMMARY: At its regular business 

meeting on September 11, 2008, in 

Lewisburg, Pennsylvania, the 

Commission held a public hearing as 

part of its regular business meeting. At 

the public hearing, the Commission: (1) 

Approved certain water resources 

projects; (2) approved enforcement 

actions for six projects; and (3) granted 

a request for extension of an emergency 

certificate issued on July 24, 2008. 

Details concerning these and other 

matters addressed at the public hearing 

and business meeting are contained in 

the Supplementary Information section 

of this notice. 

DATES: September 11, 2008. 

ADDRESSES: Susquehanna River Basin 

Commission, 1721 N. Front Street, 

Harrisburg, PA 17102–2391. 

FOR FURTHER INFORMATION CONTACT: 

Richard A. Cairo, General Counsel, 

telephone: (717) 238–0423, ext. 306; fax: 

(717) 238–2436; e-mail: rcairo@srbc.net; 

or Stephanie L. Richardson, Secretary to 


jlentini on PROD1PC65 with NOTICES