
[Federal Register Volume 81, Number 106 (Thursday, June 2, 2016)]
[Notices]
[Pages 35412-35415]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-12872]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77925; File No. SR-NYSEArca-2016-78]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend the NYSE 
Arca Equities Schedule of Fees Effective June 1, 2016

May 26, 2016.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on May 23, 2016, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The Exchange proposes to amend the NYSE Arca Equities Schedule of 
Fees and Charges for Exchange Services (``Fee Schedule''). The Exchange 
proposes to implement the fee changes on June 1, 2016. The proposed 
rule change is available on the Exchange's Web site at www.nyse.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 self-regulatory organization 
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 those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend the Fee Schedule, as described 
below, and implement the fee changes on June 1, 2016.
    On February 22, 2016, the Exchange commenced the implementation of 
Pillar, the Exchange's new technology trading platform.\4\ Pillar is 
the integrated trading technology platform designed to use a single 
specification for connection to the equities and options markets 
operated by NYSE Arca and its affiliates, New York Stock Exchange LLC 
and NYSE MKT LLC. NYSE Arca Equities was the first trading system to 
migrate to Pillar. Securities traded on the Exchange were migrated to 
Pillar in phases. The Exchange previously filed a proposed rule change 
to amend its Fee Schedule to adopt references that would be applicable 
during the migration to Pillar.\5\ Specifically, the Exchange adopted 
language stating that the Fee Schedule would also apply to securities 
traded on Pillar during the migration. The migration of securities to 
Pillar is now complete and all securities are now traded on Pillar. 
Therefore, the Exchange now proposes to amend the Fee Schedule to 
remove references adopted in the Pillar Fee Filings.
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    \4\ See Securities Exchange Act Release Nos. 74951 (May 13, 
2015), 80 FR 28721 (May 19, 2015) (Notice) and 75494 (July 20, 
2015), 80 FR 44170 (July 24, 2015) (Order) (SR-NYSEArca-2015-38) 
(``Pillar I Filing''); 75497 (July 21, 2015), 80 FR 45022 (July 28, 
2015) (Notice) and 76267 (Oct. 26, 2015), 80 FR 66951 (Oct. 30, 
2015) (Order) (SR-NYSEArca-2015-56) (``Pillar II Filing''); 75467 
(July 16, 2015), 80 FR 43515 (July 22, 2015) (Notice) and 76198 
(Oct. 20, 2015), 80 FR 65274 (Oct. 26, 2015) (Order) (SR-NYSEArca-
2015-58) (``Pillar III Filing''); and 76085 (Oct. 6, 2015), 80 FR 
61513 (Oct. 13, 2015) (Notice) and 76869 (Jan. 11, 2016) (Order) 
(SR-NYSEArca-2015-86) (``Pillar Auction Filing'').
    \5\ See Securities Exchange Act Release Nos. 77124 (February 12, 
2016), 81 FR 8548 (February 19, 2016) (SR-NYSEArca-2016-18); and 
77588 (April 12, 2016), 81 FR 22676 (April 18, 2016) (SR-NYSEArca-
2016-54) (``Pillar Fee Filings'').
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Mid-Point Passive Liquidity Order--Securities $1.00 and Greater
    The Exchange currently provides per share credits under Tier 1, 
Tier 2 and Basic Rates \6\ for Mid-Point Passive Liquidity (``MPL'') 
Orders that provide liquidity based on the Average Daily Volume 
(``ADV'') of provided liquidity in MPL Orders for Tape A, Tape B and 
Tape C Securities combined (``MPL Adding ADV''). Specifically, for ETP 
Holders and Market Makers that have MPL Adding ADV during a billing 
month of at least 3 million shares, the Exchange provides a credit of 
$0.0015 for Tape A securities and $0.0020 for Tape B and Tape C 
securities. For ETP Holders and Market Makers with MPL Adding ADV 
during a billing month of at least 1.5 million shares but less than 3 
million shares, the Exchange provides a credit of $0.0015 for Tape A, 
Tape B and Tape C securities. For ETP Holders and Market Makers with 
MPL Adding ADV during a billing month of less than 1.5 million shares, 
the Exchange provides a credit of $0.0010 for Tape A, Tape B and Tape C 
securities. The Exchange also currently charges a fee of

[[Page 35413]]

$0.0030 per share for MPL Orders in Tape A, Tape B and Tape C 
securities that remove liquidity from the Exchange that are not 
designated as ``Retail Orders.'' \7\ In addition, MPL Orders removing 
liquidity from the Exchange that are designated as Retail Orders are 
not currently subject to a fee. On Pillar, Mid-Point Passive Liquidity 
Order is named Mid-Point Liquidity Order and with this proposed rule 
change, the Exchange proposes to replace references to Mid-Point 
Passive Liquidity Order with Mid-Point Liquidity Order in each of the 
Tier 1, Tier 2 and Basic Rates sections of the Fee Schedule in which 
fees and credits for Mid-Point Liquidity Orders are described. The 
Exchange is not proposing any change to the fees charged or credits 
provides [sic] for Mid-Point Liquidity Orders in securities priced 
$1.00 and greater.
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    \6\ Tier 1 applies to ETP Holders and Market Makers (1) that 
provide liquidity an average daily share volume per month of 0.70% 
or more of the US CADV. Tier 2 applies to ETP Holders and Market 
Makers that provide liquidity an average daily share volume per 
month of 0.30% or more, but less than 0.70% of the US CADV. Basic 
Rates apply when tier rates do not apply. Tier 3 applies to ETP 
Holders and Market Makers that provide liquidity an average daily 
share volume per month of 0.20% or more, but less than 0.30% of the 
US CADV. Basic Rates apply when tier rates do not apply. US CADV 
means United States Consolidated Average Daily Volume for 
transactions reported to the Consolidated Tape, excluding odd lots 
through January 31, 2014 (except for purposes of Lead Market Maker 
pricing), and excludes volume on days when the market closes early 
and on the date of the annual reconstitution of the Russell 
Investments Indexes. Transactions that are not reported to the 
Consolidated Tape are not included in US CADV.
    \7\ Retail Orders are defined in the Fee Schedule as orders 
designated as retail orders and that meet the requirements of Rule 
7.44P(a)(3), but that are not executed in the Retail Liquidity 
Program. The Retail Liquidity Program is a pilot program designed to 
attract additional retail order flow to the Exchange for NYSE Arca-
listed securities and securities traded pursuant to unlisted trading 
privileges while also providing the potential for price improvement 
to such order flow. See Rule 7.44P. See Securities Exchange Act 
Release No. 71176 (December 23, 2013), 78 FR 79524 (December 30, 
2013) (SR- NYSEArca-2013-107).
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    Orders designated as retail orders for securities traded on the 
Exchange would need to meet the requirements of Rule 7.44P(a)(3) and 
with this proposed rule change, the Exchange proposes to amend the Fee 
Schedule to replace the application of Rule 7.44 with Rule 7.44P to 
such securities.
Opening Auction--Securities $1.00 and Greater
    The Fee Schedule currently provides that a fee of $0.0015 per share 
is charged for certain orders executed in the Opening Auction. The 
order types that may trade in these auctions include Market Orders and 
Auction-Only Orders.\8\ This fee is capped at $20,000 per month per 
Equity Trading Permit ID. On Pillar, the Opening Auction is named the 
Early Open Auction and with this proposed rule change, the Exchange 
proposes to replace references to Opening Auction with Early Open 
Auction in each of the Tier 1, Tier 2 and Basic Rates sections of the 
Fee Schedule in which fees for trades in the Early Open Auction are 
described. The Exchange is not proposing any change to the fees charged 
for orders executed in the Early Open Auction in securities priced 
$1.00 and greater.
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    \8\ See NYSE Arca Equities Rule 7.31P(c). An Auction-Only order 
is executable during the next auction following entry of the order. 
If the Auction-Only Order is not executed in the auction, the 
balance is cancelled. Auction-Only orders are only available for 
auctions that take place on the Exchange and are not routed to other 
exchanges.
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Market Order Auction--Securities $1.00 and Greater
    The Fee Schedule currently provides that a fee of $0.0015 per share 
is charged for certain orders executed in the Market Order Auction. The 
order types that may trade in these auctions include Market Orders and 
Auction-Only Orders. This fee is capped at $20,000 per month per Equity 
Trading Permit ID. On Pillar, the Market Order Auction is named the 
Core Open Auction and with this proposed rule change, the Exchange 
proposes to replace references to Market Order Auction with Core Open 
Auction in each of the Tier 1, Tier 2 and Basic Rates sections of the 
Fee Schedule in which fees for trades in the Core Open Auction are 
described. The Exchange is not proposing any change to the fees charged 
for orders executed in the Core Open Auction in securities priced $1.00 
and greater.
Market Order Auction--Securities Less Than $1.00
    The Fee Schedule currently provides that a fee of 0.1% of the total 
dollar value will be charged for round lot and odd lot executions of 
securities priced below $1.00 that take place during a Market Order 
Auction. On Pillar, the Market Order Auction is named the Core Open 
Auction and with this proposed rule change, the Exchange proposes to 
replace references to Market Order Auction with Core Open Auction. The 
Exchange is not proposing any change to the fee charged for orders 
executed in the Core Open Auction in securities priced below $1.00.
Passive Liquidity Order--Securities $1.00 and Greater
    The Fee Schedule currently provides that no fee or credit is 
charged for Passive Liquidity Orders that provide liquidity to the Book 
in Tape A, Tape B or Tape C securities. The Fee Schedule further 
provides that a fee of $0.0030 per share is charged for Passive 
Liquidity Orders that take liquidity from the Book in Tape A and Tape C 
securities, and a fee of $0.0028 per share is charged for such orders 
that take liquidity from the Book in Tape B securities. On Pillar, 
Passive Liquidity Order is named Limit Non-Displayed Order and with 
this proposed rule change, the Exchange proposes to replace references 
to Passive Liquidity Order with Limit Non-Displayed Order in each of 
the Tier 1, Tier 2, Tier 3 and Basic Rates sections of the Fee Schedule 
in which fees for Limit Non-Displayed Orders are described. 
Additionally, the Exchange proposes to raise the fee for Limit Non-
Displayed Orders in securities priced $1.00 and greater that take 
liquidity in Tape B Securities to $0.00285 per share referenced in the 
Tier 1, Tier 2 and Tier 3 sections of the Fee Schedule. The Exchange is 
not proposing any change to the fee charged for orders that take 
liquidity in Tape A and Tape C securities or to the rebate provided for 
Limit Non-Displayed Orders that add liquidity in securities priced 
$1.00 and greater or to the fee for Limit Non-Displayed Orders in 
securities priced $1.00 and greater that take liquidity in Tape B 
securities referenced in the Basic Rates section of the Fee Schedule.
Passive Liquidity Order--Lead Market Makers
    For Lead Market Makers (``LMMs''),\9\ the Exchange currently 
provides a $0.0015 per share credit for Passive Liquidity Orders that 
provide liquidity in securities for which they are registered as the 
LMM. On Pillar, Passive Liquidity Order is named Limit Non-Displayed 
Order and with this proposed rule change, the Exchange proposes to 
replace references to Passive Liquidity Order with Limit Non-Displayed 
Order in the section of the Fee Schedule related to Market Maker Fees 
and Credits. The Exchange is not proposing any change to the credit 
provided to LMMs for Limit Non-Displayed Orders.
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    \9\ The term ``Lead Market Maker'' means a registered Market 
Maker that is the exclusive Designated Market Maker in listings for 
which the Exchange is the primary market. See NYSE Arca Equities 
Rule 1.1(ccc).
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Post No Preference Blind Order--Lead Market Makers
    For LMMs, the Exchange currently provides a $0.0030 per share 
credit for orders that provide undisplayed liquidity in Post No 
Preference Blind (PNP B) Orders to the Book in securities for which 
they are registered as LMMs. On Pillar, PNP B Order is named Arca Only 
Order and with this proposed rule change, the Exchange proposes to 
replace references to PNP B Order with Arca Only Order on the Fee 
Schedule. The Exchange is not proposing any change to the credit 
provided to LMMs that provide undisplayed liquidity in securities in 
which they are registered as LMMs using Arca Only Orders.
Closing Auction--Securities $1.00 and Greater
    The Fee Schedule currently provides that a fee of $0.0010 per share 
is charged

[[Page 35414]]

for Market,\10\ Market-On-Close (``MOC'') \11\ and Limit-On-Close 
(``LOC'') \12\ Orders executed in a Closing Auction. The Exchange also 
currently charges this $0.0010 per share fee for Auction-Only Orders 
that are executed in a Closing Auction, which are effectively 
equivalent to a MOC Order or LOC Order. The Exchange does not charge 
for Limit Orders that are executed in a Closing Auction. This fee is 
applicable to Tape A, Tape B and Tape C securities and is referenced in 
Tier 1, Tier 2 and Basic Rates sections of the Fee Schedule. The 
Exchange proposes to raise this fee to $0.0012 per share for Tape A, 
Tape B and Tape C securities referenced in the Basic Rates section 
only. The fee for Tape A, Tape B and Tape C securities referenced in 
Tier 1 and Tier 2 of the Fee Schedule remain unchanged.
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    \10\ A Market Order is an unpriced order to buy or sell a stated 
amount of security that is to be traded at the best price obtainable 
without trading through the NBBO. A Market Order must be designated 
Day and will be rejected on arrival or cancelled if resting if there 
is no contra-side NBBO. See NYSE Arca Equities Rule 7.31P(a)(1).
    \11\ A MOC Order is a Market Order that is to be traded only 
during the Closing Auction. See NYSE Arca Equities Rule 7.31P(c)(4).
    \12\ A LOC Order is a Limit Order that is to be traded only 
during the Closing Auction. See NYSE Arca Equities Rule 7.31P(c)(3).
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Tape B Orders
    The Fee Schedule currently provides that a fee of $0.0028 per share 
is charged for orders that take liquidity from the Book in Tape B 
securities in each of Tier 1, Tier 2, Tier 3, and Cross-Asset Tier 2 
sections of the Fee Schedule, and for Limit Non-Displayed Orders that 
take liquidity from the Book in Tape B securities in each of Tier 1, 
Tier 2 and Tier 3 of the Fee Schedule. The Exchange proposes to 
increase this fee to $0.00285 per share.
LMM Transaction Fees
    The Exchange currently charges a fee of $0.0028 per share to LMMs 
for orders in primary listed securities that remove liquidity from the 
NYSE Arca Book. The Exchange proposes to increase this fee to $0.00285 
per share.
    The proposed changes are not otherwise intended to address any 
other issues, and the Exchange is not aware of any significant problems 
that market participants would have in complying with the proposed 
changes.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\13\ in general, and furthers the 
objectives of Sections 6(b)(4) and (5) of the Act,\14\ in particular, 
because it provides for the equitable allocation of reasonable dues, 
fees, and other charges among its members, issuers and other persons 
using its facilities and does not unfairly discriminate between 
customers, issuers, brokers or dealers.
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    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes that the proposed changes to the Fee 
Schedule, which include the deletion of references to order types that 
have been renamed on Pillar, is reasonable, equitable and not unfairly 
discriminatory because the changes are intended to add clarity to the 
Fee Schedule and avoid investor confusion, which is in the public 
interest. The Exchange further believes that the proposed changes are 
designed to enable market participants to better understand how 
Exchange fees would be applicable to market participants, which should 
make the overall Fee Schedule more transparent and comprehensive to the 
benefit of the investing public. Therefore, the Exchange believes these 
changes will remove impediments to and perfect the mechanism of a free 
and open market and a national market system, and, in general, protect 
investors and the public interest.
    The Exchange believes that the proposal to raise the fee charged 
for Market, MOC, LOC and Auction-Only Orders executed in a Closing 
Auction referenced in the Basic Rates section is reasonable because the 
proposed rate is within a range of fees charged by other exchanges. For 
example, Bats BZX Exchange (``BZX'') currently charges a $0.0010 per 
share fee for orders in BZX listed securities executed in a Closing 
Auction on that exchange.\15\ Additionally, NASDAQ Stock Market 
(``NASDAQ'') charges a fee that ranges between $0.0008 and $0.0015 per 
share for certain orders executed during the NASDAQ Closing Cross on 
that exchange.\16\ The Exchange further believes that the proposed fee 
increase is equitable and not unfairly discriminatory because it would 
apply to all Market, MOC, LOC and Auction-Only Orders executed in a 
Closing Auction in securities with a per share price of $1.00 and 
greater.
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    \15\ See BZX Fee Schedule at http://www.bats.com/us/equities/membership/fee_schedule/bzx/.
    \16\ See Execution Fees for the NASDAQ Closing Cross at http://www.nasdaqtrader.com/Trader.aspx?id=PriceListTrading2.
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    The Exchange believes that the proposal to increase the fee charged 
for orders in Tape B Securities in Tier 1, Tier 2, Tier 3 and Cross-
Asset Tier 2 that take liquidity from the Book, and for Limit Non-
Displayed Orders that take liquidity from the Book in Tape B securities 
in each of Tier 1, Tier 2 and Tier 3, is reasonable because the 
proposed rate will continue to be lower than the fee charged by other 
exchanges. For example, Bats EDGX Exchange (``EDGX'') currently charges 
a fee of $0.0029 per share for orders that remove liquidity in Tape B 
securities on that exchange,\17\ while NASDAQ charges a fee of $0.0030 
per share for orders that remove liquidity in Tape B securities on that 
exchange.\18\ The Exchange further believes that the proposed fee 
increase is equitable and not unfairly discriminatory because it would 
apply to all orders in Tape B Securities in Tier 1, Tier 2, Tier 3 and 
Cross-Asset Tier 2 that take liquidity from the Book.
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    \17\ See EDGX Fee Schedule at http://www.bats.com/us/equities/membership/fee_schedule/edgx/.
    \18\ See NASDAQ Price list at http://www.nasdaqtrader.com/Trader.aspx?id=PriceListTrading2.
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    The Exchange believes that it is reasonable to increase the fee 
charged to LMMs for orders in primary listed securities that remove 
liquidity from the NYSE Arca Book as this fee would be the same as the 
fee increase proposed by the Exchange to Tier 1, Tier 2, Tier 3 and 
Cross-Asset Tier 2 ETP Holders and Market Makers that take liquidity in 
Tape B securities. In addition, the proposed fee change is equitable 
and not unfairly discriminatory because it would apply uniformly to all 
similarly situated LMMs.
    For the foregoing reasons, the Exchange believes that the proposal 
is consistent with the Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
not [sic] impose any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. With respect to 
the changes related to the renaming of order types on Pillar, the 
proposed changes are not designed to address any competitive issue but 
rather provide the public and investors with a Fee Schedule that is 
transparent. The proposed change to raise fees does not impose any 
burden on competition as the fee changes are consistent with the fees 
charged by other exchanges.\19\
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    \19\ See supra, notes 15-18.
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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.

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III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change is effective upon filing pursuant to 
Section 19(b)(3)(A) \20\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \21\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
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    \20\ 15 U.S.C. 78s(b)(3)(A).
    \21\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend 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. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) \22\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \22\ 15 U.S.C. 78s(b)(2)(B).
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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 email to rule-comments@sec.gov. Please include 
File Number SR-NYSEArca-2016-78 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2016-78. This 
file number should be included on the subject line if email 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 Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 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 available publicly. All 
submissions should refer to File Number SR-NYSEArca-2016-78, and should 
be submitted on or before June 23, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2016-12872 Filed 6-1-16; 8:45 am]
 BILLING CODE 8011-01-P


