
[Federal Register Volume 77, Number 242 (Monday, December 17, 2012)]
[Notices]
[Pages 74707-74710]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-30325]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-68408; File No. SR-NYSEArca-2012-117]


Self-Regulatory Organizations; NYSE Arca, Inc.; Order Approving a 
Proposed Rule Change To List and Trade Shares of the Pring Turner 
Business Cycle ETF Under NYSE Arca Equities Rule 8.600

 December 11, 2012.
    On October 17, 2012, NYSE Arca, Inc. (``Exchange'' or ``NYSE 
Arca'') 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 list and trade Shares (``Shares'') of the Pring 
Turner Business Cycle ETF (``Fund''). The proposed rule change was 
published for comment in the Federal Register on October 31, 2012.\3\ 
The Commission received no comment letters regarding the proposed rule 
change. This order approves the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Securities Exchange Act Release No. 68108 (October 25, 
2012), 77 FR 65920 (``Notice'').
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I. Description of the Proposal

    The Exchange proposes to list and trade Shares pursuant to NYSE 
Arca Equities Rule 8.600, which governs the listing and trading of 
Managed Fund Shares on the Exchange.
    The Shares will be offered by AdvisorShares Trust (``Trust''), a 
statutory trust organized under the laws of the State of Delaware and 
registered with the Commission as an open-end management investment 
company.\4\ The investment adviser to the Fund is AdvisorShares 
Investments, LLC (``Adviser''). Pring Turner Capital Group (``Sub-
Adviser'') is the Fund's sub-adviser and provides day-to-day portfolio 
management of the Fund. Foreside Fund Services, LLC is the principal 
underwriter and distributor of the Fund's Shares. The Bank of New York 
Mellon serves as the administrator, custodian, transfer agent and fund 
accounting agent for the Fund. The Exchange states that neither the 
Adviser nor the Sub-Advisor is affiliated with a broker-dealer.\5\
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    \4\ The Trust is registered under the 1940 Act. On October 12, 
2012, the Trust filed with the Commission an amendment to its 
registration statement on Form N-1A under the Securities Act of 1933 
(15 U.S.C. 77a), and under the 1940 Act relating to the Fund (File 
Nos. 333-157876 and 811-22110) (``Registration Statement''). The 
Fund will seek to qualify for treatment as a Regulated Investment 
Company under the Internal Revenue Code. The Commission has issued 
an order granting certain exemptive relief to the Trust under the 
1940 Act. See Investment Company Act Release No. 29291 (May 28, 
2010) (File No. 812-13677) (``Exemptive Order'').
    \5\ The Exchange represents that in the event (a) the Adviser 
becomes newly affiliated with a broker-dealer, or (b) any new 
adviser or sub-adviser becomes affiliated with a broker-dealer, it 
will implement a fire wall with respect to such broker-dealer 
regarding access to information concerning the composition and/or 
changes to the portfolio, and will be subject to procedures designed 
to prevent the use and dissemination of material non-public 
information regarding such portfolio. See Notice, supra note 3, 77 
FR at 65921.
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    Investment Objective. The Fund's investment objective is to seek 
long-term total return from capital appreciation and income. The 
overriding investment goal of the Fund is to protect the value of the 
Fund's portfolio during unfavorable market conditions and to grow the 
value of the Fund's portfolio in favorable market conditions. Utilizing 
its proprietary business cycle research, the Sub-Adviser proactively 
will change the Fund's asset allocation and sector emphasis in seeking 
to minimize the Fund's portfolio risk and to optimize portfolio returns 
throughout the business cycle.
    Fund Holdings. The Sub-Adviser will invest the Fund's portfolio in 
securities that provide diversified exposure to the three primary asset 
classes (i.e., stocks, bonds and commodities) across a wide range of 
economic sectors. In seeking its objective, the Fund may invest in U.S. 
and foreign equity securities; debt securities; exchange-traded 
products (``Underlying ETPs''); \6\ and cash and cash equivalents, as 
described below. The Fund may invest in equity securities of any 
capitalization range and in any market sector at any time as necessary 
to seek to achieve the Fund's investment objective.
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    \6\ Underlying ETPs include Investment Company Units (as 
described in NYSE Arca Equities Rule 5.2(j)(3)); Index-Linked 
Securities (as described in NYSE Arca Equities Rule 5.2(j)(6)); 
Portfolio Depositary Receipts (as described in NYSE Arca Equities 
Rule 8.100); Trust Issued Receipts (as described in NYSE Arca 
Equities Rule 8.200); Commodity-Based Trust Shares (as described in 
NYSE Arca Equities Rule 8.201); Currency Trust Shares (as described 
in NYSE Arca Equities Rule 8.202); Commodity Index Trust Shares (as 
described in NYSE Arca Equities Rule 8.203); Trust Units (as 
described in NYSE Arca Equities Rule 8.500); Managed Fund Shares (as 
described in NYSE Arca Equities Rule 8.600), and closed-end funds. 
The Underlying ETPs all will be listed and traded in the U.S. on 
registered exchanges. The Fund may invest in the securities of 
Underlying ETPs registered under the 1940 Act consistent with the 
requirements of Section 12(d)(1) of the 1940 Act, or any rule, 
regulation or order of the Commission or interpretation thereof. The 
Fund will only make such investments in conformity with the 
requirements of Section 817 of the Internal Revenue Code of 1986. 
The Underlying ETPs in which the Fund may invest will primarily be 
index-based exchange-traded funds that hold substantially all of 
their assets in securities representing a specific index. While the 
Fund may invest in inverse Underlying ETPs, the Fund will not invest 
in leveraged (e.g., 2X, -2X, 3X or -3X) Underlying ETPs.
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    According to the Registration Statement, the equity securities in 
which the Fund may invest include common and preferred stock, Master 
Limited Partnerships, rights, U.S.-listed REITs, and depositary 
receipts, including American Depositary Receipts (``ADRs''), as well as 
Global Depositary Receipts (``GDRs''), which are certificates 
evidencing ownership of shares of a foreign issuer. Depositary receipts 
may be sponsored or unsponsored.\7\ The Fund may invest in issuers 
located outside the United States, or in financial instruments that are 
indirectly linked to the performance of foreign issuers. Examples of 
such financial instruments include ADRs, GDRs, European Depositary 
Receipts, International Depository Receipts, ``ordinary shares,'' and 
``New York shares'' issued and traded in the United States. The U.S. 
equity securities in which the Fund will invest will be listed on a 
national securities exchange, except that the Fund may invest up to 10% 
of total assets in ADRs that are not listed on any national securities 
exchange and that are traded over-the-counter. The Fund also may invest 
in equity securities of foreign issuers; the foreign equity securities, 
including any depositary receipts, in which the Fund may invest will be 
limited to securities that trade in markets that are members of the 
Intermarket Surveillance Group (``ISG''), which includes all U.S. 
national securities exchanges and certain foreign exchanges, or are 
parties to a comprehensive surveillance sharing agreement with the 
Exchange.
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    \7\ The Fund generally will invest in sponsored ADRs but it may 
invest up to 10% of total assets in unsponsored ADRs.
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    From time to time, the Sub-Adviser may invest a portion of the 
Fund's portfolio in unleveraged inverse ETFs to

[[Page 74708]]

stabilize the Fund's portfolio values. An unleveraged inverse ETF is 
designed to provide a return opposite of an index or other benchmark, 
typically for a single trading day.
    The Fund may invest in debt securities.\8\ Some debt securities, 
such as zero coupon bonds, do not make regular interest payments but 
are issued at a discount to their principal or maturity value. Debt 
securities include a variety of fixed income obligations, including, 
but not limited to, corporate debt securities, government securities, 
municipal securities, convertible securities, and mortgage-backed 
securities. Debt securities include investment-grade securities, non-
investment-grade securities, and unrated securities. Investments in 
non-investment grade debt securities will be limited to 15% of the 
Fund's net assets. The Fund may invest in variable and floating rate 
securities. The Fund may invest in U.S. government securities and U.S. 
Treasury zero-coupon bonds. Securities issued or guaranteed by the U.S. 
government or its agencies or instrumentalities include U.S. Treasury 
securities, which are backed by the full faith and credit of the U.S. 
Treasury and which differ only in their interest rates, maturities, and 
times of issuance; U.S. Treasury bills, which have initial maturities 
of one-year or less; U.S. Treasury notes, which have initial maturities 
of one to ten years; and U.S. Treasury bonds, which generally have 
initial maturities of greater than ten years.
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    \8\ In this context, the Exchange describes a debt security as a 
security consisting of a certificate or other evidence of a debt 
(secured or unsecured) on which the issuing company or governmental 
body promises to pay the holder thereof a fixed, variable, or 
floating rate of interest for a specified length of time, and to 
repay the debt on the specified maturity date.
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    According to the Registration Statement, to respond to adverse 
market, economic, political or other conditions, the Fund may invest 
100% of its total assets, without limitation, in high-quality debt 
securities and money market instruments either directly or through 
Underlying ETPs. The Fund may be invested in this manner for extended 
periods depending on the Sub-Adviser's assessment of market conditions. 
These short-term debt instruments and money market instruments include 
shares of other mutual funds, commercial paper, certificates of 
deposit, bankers' acceptances, and U.S. government securities.
    In the ordinary course of business, the Fund may purchase 
securities on a when-issued or delayed-delivery basis (i.e., delivery 
and payment can take place between a month and 120 days after the date 
of the transaction). These securities are subject to market fluctuation 
and no interest accrues to the purchaser during this period. At the 
time the Fund makes the commitment to purchase securities on a when-
issued or delayed-delivery basis, the Fund will record the transaction 
and thereafter reflect the value of the securities, each day, in 
determining the Fund's net asset value (``NAV''). The Fund will not 
purchase securities on a when-issued or delayed-delivery basis if, as a 
result, more than 15% of the Fund's net assets would be so invested.
    The Fund may engage in short sales transactions in which the Fund 
sells a security it does not own.
    The Fund may enter into repurchase agreements with financial 
institutions, which may be deemed to be loans. The Fund may enter into 
reverse repurchase agreements without limit as part of the Fund's 
investment strategy. However, the Fund does not expect to engage, under 
normal circumstances, in reverse repurchase agreements with respect to 
more than 33\1/3\% of its assets.
    Investment Policies and Restrictions. The Fund may not (i) with 
respect to 75% of its total assets, purchase securities of any issuer 
(except securities issued or guaranteed by the U.S. Government, its 
agencies or instrumentalities or shares of investment companies) if, as 
a result, more than 5% of its total assets would be invested in the 
securities of such issuer; or (ii) acquire more than 10% of the 
outstanding voting securities of any one issuer. For purposes of this 
policy, the issuer of a depositary receipt will be deemed to be the 
issuer of the respective underlying security.\9\
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    \9\ The diversification standard is set forth in Section 5(b)(1) 
of the 1940 Act.
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    The Fund may not invest 25% or more of its total assets in the 
securities of one or more issuers conducting their principal business 
activities in the same industry or group of industries. The Fund will 
not invest 25% or more of its total assets in any investment company 
that so concentrates. This limitation does not apply to investments in 
securities issued or guaranteed by the U.S. Government, its agencies or 
instrumentalities, or shares of investment companies. For purposes of 
this policy the issuer of ADRs will be deemed to be the issuer of the 
respective underlying security.
    The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid securities (calculated at the time of investment), 
including Rule 144A securities and loan participation interests. The 
Fund will monitor its portfolio liquidity on an ongoing basis to 
determine whether, in light of current circumstances, an adequate level 
of liquidity is being maintained, and will consider taking appropriate 
steps in order to maintain adequate liquidity if, through a change in 
values, net assets, or other circumstances, more than 15% of the Fund's 
net assets are held in illiquid securities. Illiquid securities include 
securities subject to contractual or other restrictions on resale and 
other instruments that lack readily available markets as determined in 
accordance with Commission staff guidance.
    The Fund will not invest in options contracts, futures contracts or 
swap agreements. The Fund's investments will be consistent with the 
Fund's investment objective and will not be used to enhance 
leverage.\10\
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    \10\ Additional information regarding the Trust and the Shares, 
including investment strategies, risks, creation and redemption 
procedures, fees, portfolio holdings disclosure policies, 
distributions and taxes is included in the Registration Statement 
and/or the Notice.
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II. Discussion and Commission's Findings

    After careful review, the Commission finds that the proposed rule 
change is consistent with the requirements of Section 6 of the Act \11\ 
and the rules and regulations thereunder applicable to a national 
securities exchange.\12\ In particular, the Commission finds that the 
proposed rule change is consistent with Section 6(b)(5) of the Act,\13\ 
which requires, among other things, that the Exchange's rules be 
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 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. The Commission notes that 
the Fund and the Shares must comply with the requirements of NYSE Arca 
Equities Rule 8.600 to be listed and traded on the Exchange.
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    \11\ 15 U.S.C. 78f.
    \12\ In approving this proposed rule change, the Commission 
notes that it has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
    \13\ 15 U.S.C. 78f(b)(5).
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    The Commission finds that the proposal to list and trade the Shares 
on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the 
Act,\14\ which sets forth Congress's finding that it is in the public 
interest and appropriate for the

[[Page 74709]]

protection of investors and the maintenance of fair and orderly markets 
to assure the availability to brokers, dealers, and investors of 
information with respect to quotations for, and transactions in, 
securities. Quotation and last-sale information for the Shares will be 
available via the Consolidated Tape Association (``CTA'') high-speed 
line. In addition, the Portfolio Indicative Value, as defined in NYSE 
Arca Equities Rule 8.600(c)(3), will be widely disseminated by one or 
more major market data vendors at least every 15 seconds during the 
Core Trading Session.\15\ On each business day, before commencement of 
trading in Shares in the Core Trading Session on the Exchange, the Fund 
will disclose on its Web site the Disclosed Portfolio, as defined in 
NYSE Arca Equities Rule 8.600(c)(2), held by the Fund that will form 
the basis for the Fund's calculation of NAV at the end of the business 
day.\16\ The NAV of the Fund will be determined at the close of regular 
trading (ordinarily 4:00 p.m. Eastern Time) every day the New York 
Stock Exchange is open. Information regarding market price and trading 
volume of the Shares will be continually available on a real-time basis 
throughout the day on brokers' computer screens and other electronic 
services. Information regarding the previous day's closing price and 
trading volume information for the Shares will be published daily in 
the financial section of newspapers. The intra-day, closing and 
settlement prices of many of the portfolio investments (e.g., exchange-
traded equity securities and ETPs) also are readily available from the 
national securities exchanges trading such securities, automated 
quotation systems, published or other public sources, or on-line 
information services such as Bloomberg or Reuters. The Fund's Web site 
will include a form of the prospectus for the Fund and additional data 
relating to NAV and other applicable quantitative information.
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    \14\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \15\ According to the Exchange, several major market data 
vendors widely disseminate Portfolio Indicative Values taken from 
CTA or other data feeds. See Notice, supra note 3, 77 FR at 65925 
n.27.
    \16\ On a daily basis, the Adviser will disclose for each 
portfolio security and other financial instrument of the Fund the 
following information: Ticker symbol (if applicable); name and, when 
available, the individual identifier (CUSIP) of the security and/or 
financial instrument; number of shares and dollar value of 
securities and financial instruments held in the portfolio; and 
percentage weighting of the security and financial instrument in the 
portfolio. The Web site information will be publicly available at no 
charge.
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    The Commission further believes that the proposal to list and trade 
the Shares is reasonably designed to promote fair disclosure of 
information that may be necessary to price the Shares appropriately and 
to prevent trading when a reasonable degree of transparency cannot be 
assured. The Commission notes that the Exchange will obtain a 
representation from the issuer of the Shares that the NAV per Share 
will be calculated daily and that the NAV and the Disclosed Portfolio 
will be made available to all market participants at the same time.\17\ 
In addition, trading in the Shares will be subject to NYSE Arca 
Equities Rule 8.600(d)(2)(D), which sets forth circumstances under 
which Shares may be halted. The Exchange may halt trading in the Shares 
if trading is not occurring in the securities and/or the financial 
instruments comprising the Disclosed Portfolio of the Fund, or if other 
unusual conditions or circumstances detrimental to the maintenance of a 
fair and orderly market are present.\18\ Further, the Commission notes 
that the Reporting Authority that provides the Disclosed Portfolio must 
implement and maintain, or be subject to, procedures designed to 
prevent the use and dissemination of material non-public information 
regarding the actual components of the portfolio.\19\ The U.S. equity 
securities in which the Fund will invest will be listed on a national 
securities exchange, except that the Fund may invest up to 10% of total 
assets in ADRs that are not listed on any national securities exchange 
and that are traded over-the-counter. The Fund also may invest in 
equity securities of foreign issuers. The foreign equity securities, 
including any depositary receipts, in which the Fund may invest will be 
limited to securities that trade in markets that are members of the 
ISG, which includes all U.S. national securities exchanges and certain 
foreign exchanges, or are parties to a comprehensive surveillance 
sharing agreement with the Exchange. The Exchange may obtain 
information via the ISG from other exchanges that are members of ISG or 
with which the Exchange has in place a comprehensive surveillance 
sharing agreement. The Exchange states that it has a general policy 
prohibiting the distribution of material, non-public information by its 
employees. The Exchange represents that neither the Adviser nor the 
Sub-Advisor is affiliated with a broker-dealer.\20\
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    \17\ See NYSE Arca Equities Rule 8.600(d)(1)(B).
    \18\ See NYSE Arca Equities Rule 8.600(d)(2)(C) (providing 
additional considerations for the suspension of trading in or 
removal from listing of Managed Fund Shares on the Exchange). With 
respect to trading halts, the Exchange may consider other relevant 
factors in exercising its discretion to halt or suspend trading in 
the Shares. Trading in Shares will be halted if the circuit breaker 
parameters in NYSE Arca Equities Rule 7.12 have been reached. 
Trading also may be halted because of market conditions or for 
reasons that, in the view of the Exchange, make trading in the 
Shares inadvisable.
    \19\ See NYSE Arca Equities Rule 8.600(d)(2)(B)(ii).
    \20\ See supra text accompanying note 5. The Commission notes 
that an investment adviser to an open-end fund is required to be 
registered under the Investment Advisers Act of 1940 (``Advisers 
Act''). As a result, the Adviser and its related personnel are 
subject to the provisions of Rule 204A-1 under the Advisers Act 
relating to codes of ethics. This Rule requires investment advisers 
to adopt a code of ethics that reflects the fiduciary nature of the 
relationship to clients as well as compliance with other applicable 
securities laws. Accordingly, procedures designed to prevent the 
communication and misuse of non-public information by an investment 
adviser must be consistent with Rule 204A-1 under the Advisers Act. 
In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful 
for an investment adviser to provide investment advice to clients 
unless such investment adviser has (i) Adopted and implemented 
written policies and procedures reasonably designed to prevent 
violation, by the investment adviser and its supervised persons, of 
the Advisers Act and the Commission rules adopted thereunder; (ii) 
implemented, at a minimum, an annual review regarding the adequacy 
of the policies and procedures established pursuant to subparagraph 
(i) above and the effectiveness of their implementation; and (iii) 
designated an individual (who is a supervised person) responsible 
for administering the policies and procedures adopted under 
subparagraph (i) above.
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    The Exchange represents that the Shares are deemed to be equity 
securities, thus rendering trading in the Shares subject to the 
Exchange's existing rules governing the trading of equity securities. 
In support of this proposal, the Exchange has made representations, 
including:
    (1) The Shares will be subject to NYSE Arca Equities Rule 8.600, 
which sets forth the initial and continued listing criteria applicable 
to Managed Fund Shares.
    (2) The Exchange has appropriate rules to facilitate transactions 
in the Shares during all trading sessions.
    (3) The Exchange's surveillance procedures applicable to derivative 
products, which include Managed Fund Shares, are adequate to properly 
monitor Exchange trading of the Shares in all trading sessions and to 
deter and detect violations of Exchange rules and applicable federal 
securities laws.
    (4) Prior to the commencement of trading, the Exchange will inform 
its Equity Trading Permit (``ETP'') Holders in an Information Bulletin 
of the special characteristics and risks associated with trading the 
Shares. Specifically, the Information Bulletin will discuss the 
following: (a) The procedures for purchases and redemptions of Shares 
in Creation Units (and that Shares are not individually redeemable); 
(b) NYSE Arca Equities Rule 9.2(a), which

[[Page 74710]]

imposes a duty of due diligence on its ETP Holders to learn the 
essential facts relating to every customer prior to trading the Shares; 
(c) the risks involved in trading the Shares during the Opening and 
Late Trading Sessions when an updated Portfolio Indicative Value will 
not be calculated or publicly disseminated; (d) how information 
regarding the Portfolio Indicative Value is disseminated; (e) the 
requirement that ETP Holders deliver a prospectus to investors 
purchasing newly issued Shares prior to or concurrently with the 
confirmation of a transaction; and (f) trading information.
    (5) For initial and/or continued listing, the Fund must be in 
compliance with Rule 10A-3 under the Act,\21\ as provided by NYSE Arca 
Equities Rule 5.3.
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    \21\ 17 CFR 240.10A-3.
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    (6) All Underlying ETPs and securities in which the Fund may invest 
will be listed on securities exchanges, all of which are members of ISG 
or have entered into a comprehensive surveillance sharing agreement 
with the Exchange, provided that the Fund may invest up to 10% of total 
assets in ADRs that are not listed on any national securities exchange 
and are traded over-the-counter. The Fund will not invest in leveraged 
(e.g., 2X, -2X, 3X or -3X) Underlying ETPs. Consistent with the 
Exemptive Order, the Fund will not invest in options contracts, futures 
contracts or swap agreements. The Fund's investments will be consistent 
with its investment objective and will not be used to enhance leverage.
    (7) The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid securities (calculated at the time of investment), 
including Rule 144A securities and loan participation agreements.
    (8) Investments in non-investment grade securities will be limited 
to 15% of the Fund's assets.
    (9) A minimum of 100,000 Shares will be outstanding at the 
commencement of trading on the Exchange.

This approval order is based on all of the Exchange's representations 
and description of the Fund, including those set forth above and in the 
Notice.

    For the foregoing reasons, the Commission finds that the proposed 
rule change is consistent with Section 6(b)(5) of the Act \22\ and the 
rules and regulations thereunder applicable to a national securities 
exchange.
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    \22\ 15 U.S.C. 78f(b)(5).
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III. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\23\ that the proposed rule change (SR-NYSEArca-2012-117) be, and 
it hereby is, approved.
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    \23\ 15 U.S.C. 78s(b)(2).
    \24\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-30325 Filed 12-14-12; 8:45 am]
BILLING CODE 8011-01-P


