[Federal Register Volume 84, Number 136 (Tuesday, July 16, 2019)]
[Notices]
[Pages 34021-34025]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-15023]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-86341; File No. SR-ICC-2019-008]


Self-Regulatory Organizations; ICE Clear Credit LLC; Notice of 
Filing of Proposed Rule Change Relating to the ICC Clearing Participant 
Default Management Procedures and ICC Risk Management Framework

July 10, 2019.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on June 28, 2019, ICE Clear Credit LLC (``ICC'') filed with the 
Securities and Exchange Commission the proposed rule change as 
described in Items I, II, and III below, which Items have been prepared 
primarily by ICC. 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\ 17 CFR 240.19b-4.
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I. Clearing Agency's Statement of the Terms of Substance of the 
Proposed Rule Change

    The principal purpose of the proposed rule change is to formalize 
the ICC Clearing Participant (``CP'') Default Management Procedures 
(``Default Management Procedures''). ICC also proposes related default 
management enhancements to the ICC Risk Management Framework. These 
revisions do not require any changes to the ICC Clearing Rules (the 
``Rules'').

II. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

    In its filing with the Commission, ICC included statements 
concerning the purpose of and basis for the proposed rule change, 
security-based swap submission, or advance notice and discussed any 
comments it received on the proposed rule change, security-based swap 
submission, or advance notice. The text of these statements may be 
examined at the places specified in Item IV below. ICC has prepared 
summaries, set forth in sections (A), (B), and (C) below, of the most 
significant aspects of these statements.

(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

(a) Purpose
    ICC proposes to formalize the Default Management Procedures. ICC 
also proposes related default management enhancements to the Risk 
Management Framework. ICC believes such revisions will facilitate the 
prompt and accurate clearance and settlement of securities transactions 
and derivative agreements, contracts, and transactions for which it is 
responsible. ICC proposes to make such changes effective following 
Commission approval of the proposed rule change. The proposed revisions 
are described in detail as follows.
Default Management Procedures
    The Default Management Procedures set forth ICC's default 
management process, including the actions taken by ICC to determine 
that a CP is in default as well as the actions taken by ICC in 
connection with such default to close-out the defaulter's portfolio 
(the ``Close-Out''). Currently, ICC's default management rules and 
procedures, including the tools available to manage a default and 
return to a matched book, are in several ICC documents, including the 
ICC Rules, the Default Auction Procedures--Initial Default Auctions, 
and the Secondary Auction Procedures. The Default Management Procedures 
do not change ICC's existing default management rules and procedures. 
Instead, the Default Management Procedures provide additional detail 
with respect to ICC's existing default management rules and procedures, 
such as assigning responsibility for default management actions and 
adding instructions on how to perform default management actions. ICC's 
default management process is comprised of the following sub-processes, 
each of which is detailed in a section in the document: Monitoring CPs 
to identify those that are at risk of defaulting or are in default 
(``Default Risk CPs''); declaring a default; transferring a defaulter's 
client portfolios (``Porting Portfolios'') to non-defaulting Futures 
Commission Merchants (``Potential Receiving FCMs''); consulting with 
the CDS Default Committee, which is comprised of representatives from 
no more than three CDS Committee-Eligible Participants; \3\ performing 
Standard Default Management Actions and Secondary Default Management 
Actions to facilitate the Close-Out; and managing default resources.
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    \3\ A CP that has been approved by the Board for participation 
in the CDS Default Committee.
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    The Default Management Procedures introduce ICC's default 
management process. The document contains a list of defined terms that 
are key for default management and an overview of ICC's default 
management process that consists of descriptions of the abovementioned 
sub-processes.

[[Page 34022]]

Moreover, the Default Management Procedures describe how ICC and its 
CPs maintain operational readiness to execute the default management 
process. ICC maintains a CDS Default Committee whose members consist of 
experienced trading personnel at CDS Committee-Eligible Participants 
that serve on the CDS Default Committee on a six-month rotating basis 
and, upon the declaration of a CP default, are seconded to ICC to 
assist with default management. The Default Management Procedures set 
forth detailed procedures for performing tasks that are necessary to 
maintain operational readiness, including administering the CDS Default 
Committee rotation process, working with customers of CPs who want to 
directly participate in auctions (``Direct Participating Customers''), 
maintaining up-to-date contact information, and testing the default 
management process (``Default Test''). ICC annually conducts a Default 
Test, in coordination with its CPs, and reviews the results to identify 
any issues or lessons learned.
    The Default Management Procedures describe the sub-process of 
monitoring CPs. As part of a counterparty monitoring program, ICC 
performs daily, weekly, and quarterly monitoring designed, in part, to 
identify Default Risk CPs. Upon identifying such CPs, the ICC President 
(the ``President'') may take no action or may activate the team 
responsible for overseeing the default management process, which is 
composed of ICC management, the ICC Risk Oversight Officer, and the 
most senior member of the Treasury Department (``Head of Treasury'') 
(together, the ``Close-Out Team''), to move forward with the process of 
declaring a default. The Default Management Procedures establish the 
general procedures for identifying Default Risk CPs and activating the 
Close-Out Team in addition to the procedures that are specific to 
certain types of defaults and circumstances, including where a CP fails 
to meet payment obligations to ICC; a CP has filed for bankruptcy or is 
likely to fail to meet obligations due to dissolution, insolvency, or 
bankruptcy related events; a CP has not complied, or is likely not to 
comply, with certain limitations, conditions, or restrictions imposed 
on it by ICC; and a CP or its guarantor has failed, or is likely to 
fail, to meet obligations of ICC membership.
    ICC's activities immediately after the identification of a 
potential default comprise the default declaration sub-process. The 
Default Management Procedures list the actions that the Close-Out Team 
performs after activation but before a default declaration. The Close-
Out Team holds an initial meeting to discuss, among other matters, the 
circumstances surrounding the Default Risk CP(s), ICC's strategy for 
the Close-Out, and ICC's plans for meeting upcoming payment 
obligations. When the ICC General Counsel (``General Counsel'') is 
satisfied that all conditions for determining the Default Risk CP(s) to 
be in default are met and all required approvals are secured, the 
General Counsel confirms by email which Default Risk CP(s) are in 
default. ICC then communicates the default(s), including to ICC's CPs, 
regulators, Risk Committee chairman, and the public. The Default 
Management Procedures also set forth the procedures applicable to the 
Close-Out Team following a default declaration to prepare for the 
Close-Out.
    The Default Management Procedures discuss the CDS Default Committee 
consultation sub-process. Certain matters are subject to consultation 
with the CDS Default Committee, including the unwinding of the 
defaulter's remaining portfolio and the structure and characteristics 
of an auction, and certain actions may be delegated to the CDS Default 
Committee, such as executing Initial Cover Transactions \4\ on ICC's 
behalf. The Default Management Procedures establish procedures for 
convening and adjourning a CDS Default Committee meeting in addition to 
the actions taken at the initial CDS Default Committee meeting, which 
include reviewing the defaulter's cleared portfolio, the Close-Out 
strategy, the plan for transferring the Porting Portfolios to Potential 
Receiving FCMs, and a schedule for re-convening the CDS Default 
Committee over the period required to complete the Close-Out (the 
``Close-Out Period'').
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    \4\ As part of the Close-Out, ICC may enter into transactions 
with CPs with respect to the defaulter's open positions to 
facilitate an orderly unwind of the defaulter's open positions and 
to mitigate damages to ICC and other CPs.
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    To facilitate the Close-Out, ICC performs Standard Default 
Management Actions during the Close-Out Period. ICC allows customers of 
CPs who are not yet Direct Participating Customers to register as such 
during the Close-Out Period to take part in auctions run by ICC. The 
ICC Risk Department (``Risk Department'') and Close-Out Team work 
together, in consultation with the CDS Default Committee, to implement 
the Close-Out strategy through Standard Default Management Actions. 
Specifically, the Default Management Procedures incorporate 
instructions on executing Initial Cover Transactions by auction and 
bilaterally, conducting Initial Default Auctions (``Initial 
Auctions''),\5\ and executing bilateral direct liquidation transactions 
in the market to liquidate positions. The document further assigns 
responsibility for tracking the position changes that result from the 
movement of positions or the creation of new positions.
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    \5\ The Default Auction Procedures--Initial Default Auctions, 
which govern Initial Auctions are available at: https://www.theice.com/publicdocs/ICC_Default_Auction_Procedures.pdf.
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    In addition to Standard Default Management Actions, ICC may take 
Secondary Default Management Actions to facilitate the Close-Out where 
default resources are significantly depleted or no default resources 
remain. ICC may call for assessment contributions, which CPs are 
obligated to meet by providing additional amounts to the Guaranty Fund 
(``GF''), in the event that the GF has been depleted or ICC anticipates 
the need for additional funds related to a default. The Default 
Management Procedures discuss the procedures for calling for assessment 
contributions and initiating a Cooling-Off Period.\6\ During the 
Cooling-Off Period, the Risk Department and Close-Out Team, in 
consultation with the CDS Default Committee, continue to try to 
liquidate the defaulter's remaining portfolio through Secondary 
Auctions,\7\ which are subject to additional governance requirements. 
If available default resources are exhausted and ICC has not returned 
to a matched book, the Close-Out Team uses reasonable efforts to 
consult with the Risk Committee and then seeks the Board's decision on 
whether to (1) enter a Loss Distribution Period,\8\ (2) execute a 
partial tear-up, \9\ (3) or terminate clearing services. The Default 
Management Procedures detail the procedures for each of the 
abovementioned Secondary Default Management Actions, including 
notifying the public, CPs, and regulators; consulting with the Risk 
Committee; obtaining the requisite

[[Page 34023]]

Board approvals; and executing the action.
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    \6\ During a Cooling-Off Period, the aggregate liability of CPs 
for ents of the GF and assessment contributions would be capped at 
``3x'' their GF contribution for all defaults during that period.
    \7\ The Secondary Auction Procedures, which govern Secondary 
Auctions are available at: https://www.theice.com/publicdocs/ICC_Secondary_Auction_Procedures.pdf.
    \8\ A Loss Distribution Period commences from and includes the 
date specified by ICC in a notice following a reduced gains 
distribution (``RGD'') determination. RGD allows ICC to reduce 
payment of variation gains that would otherwise be owed to CPs as 
ICC attempts a Secondary Auction or conducts a partial tear-up.
    \9\ In a partial tear-up, ICC terminates positions of non-
defaulting CPs that exactly offset those in the defaulting CP's 
remaining portfolio.
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    The Default Management Procedures provide an overview of the post-
default porting sub-process. The Risk Department, in consultation with 
the CDS Default Committee, determine which Porting Portfolios to try to 
transfer to Potential Receiving FCMs. To facilitate the transfers, ICC 
distributes the Porting Portfolios to Potential Receiving FCMs and asks 
them to indicate which portfolios they are willing to receive by a 
deadline (``Porting Response Deadline''). The Default Management 
Procedures also discuss specific procedures for post-default porting in 
the case of a bankruptcy-related default, which require ICC to 
communicate and coordinate with the defaulter's trustee in bankruptcy. 
Following the Porting Response Deadline, ICC determines which Porting 
Portfolios to transfer to which Potential Receiving FCMs, communicates 
to each Potential Receiving FCM its assigned Porting Portfolios (if 
any), and executes the relevant transfers.
    The Default Management Procedures set forth the default resource 
management sub-process. The document includes procedures for the 
identification and execution of collateral management activities that 
are necessary for ICC to meet upcoming payment obligations. The Close-
Out Team meets daily during the Close-Out Period to review the 
available liquid resources and determine how to meet upcoming payment 
obligations. The Chief Operating Officer and Head of Treasury 
coordinate the execution of collateral management activities, including 
liquidating non-cash collateral in the defaulter's house and/or client 
accounts or utilizing ICC's committed FX or committed repo facilities. 
Further, the Default Management Procedures describe the maintenance of 
a Default Management Ledger, which serves as a record to facilitate 
decision making and implement ICC's default waterfall; the discussion 
points during the Close-Out Team's daily meeting during the Close-Out 
Period; and the application of any special payments during the Close-
Out Period.
Risk Management Framework
    ICC proposes related default management enhancements to the ICC 
Risk Management Framework. Specifically, ICC proposes to incorporate a 
reference to the Default Management Procedures in the `Governance and 
Organization' section to specify that the Default Management Procedures 
contain details regarding default management roles and responsibilities 
of the Board, ICC management, and relevant committees. Additionally, 
ICC proposes changes to the `Waterfall Level 6: GF Replenishment' sub-
section to more clearly describe CPs' obligations with respect to 
replenishment and assessment contributions to the GF. The proposed 
edits provide additional detail regarding the aggregate liability of 
CPs for replenishment and assessment contributions. If the cap on the 
additional GF contributions is reached, ICC may apply additional 
Initial Margin (``IM'') requirements if necessary to maintain 
compliance with regulatory financial resources requirements. The 
proposed changes further discuss how the additional IM requirements are 
computed and communicated to CPs. ICC also proposes to clarify the 
maximum contribution of a retiring CP that has given notice of its 
intent to terminate its CP status. Given the proposed formalization of 
the Default Management Procedures, ICC proposes replacing a reference 
to Appendix 3 of the Risk Management Framework (``Appendix 3''), which 
currently contains default management procedures, with a reference to 
the Default Management Procedures in the `Default Treatment' sub-
section and removing Appendix 3 from the Risk Management Framework.
(b) Statutory Basis
    Section 17A(b)(3)(F) of the Act \10\ requires, among other things, 
that the rules of a clearing agency be designed to promote the prompt 
and accurate clearance and settlement of securities transactions, and 
to the extent applicable, derivative agreements, contracts and 
transactions; to assure the safeguarding of securities and funds which 
are in the custody or control of the clearing agency or for which it is 
responsible; in general, to protect investors and the public interest; 
and to comply with the provisions of the Act and the rules and 
regulations thereunder. ICC believes that the proposed rule change is 
consistent with the requirements of the Act and the rules and 
regulations thereunder applicable to ICC, in particular, to Section 
17(A)(b)(3)(F), \11\ because ICC believes that the proposed rule change 
enhances ICC's ability to manage the risk of a default by describing 
the processes for declaring a default and facilitating the Close-Out 
and by providing additional details regarding the roles and obligations 
of various stakeholders, such as the Board, Risk Committee, Close-Out 
Team, CPs, and the CDS Default Committee. Namely, the Default 
Management Procedures provide more detail with respect to ICC's 
existing default management rules and procedures, including assigning 
responsibility for default management actions and adding instructions 
on how to perform default management actions. The proposed changes to 
the Risk Management Framework incorporate reference to the proposed 
Default Management Procedures and more clearly describe CPs' 
obligations and aggregate liability with respect to replenishment and 
assessment contributions to the GF. ICC believes that the formalization 
of the Default Management Procedures and the amendments to the Risk 
Management Framework augment ICC's procedures relating to default 
management and enhance ICC's ability to withstand defaults and continue 
providing clearing services, thereby promoting the prompt and accurate 
clearance and settlement of securities transactions, derivatives 
agreements, contracts, and transactions; the safeguarding of securities 
and funds which are in the custody or control of ICC or for which it is 
responsible; and the protection of investors and the public interest. 
As such, the proposed rule change is designed to promote the prompt and 
accurate clearance and settlement of securities transactions, 
derivatives agreements, contracts, and transactions; to contribute to 
the safeguarding of securities and funds associated with security-based 
swap transactions in ICC's custody or control, or for which ICC is 
responsible; and, in general, to protect investors and the public 
interest within the meaning of Section 17A(b)(3)(F) of the Act.\12\
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    \10\ 15 U.S.C. 78q-1(b)(3)(F).
    \11\ Id.
    \12\ Id.
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    In addition, the proposed rule change is consistent with the 
relevant requirements of Rule 17Ad-22.\13\ Rule 17Ad-22(b)(3) \14\ 
requires ICC to establish, implement, maintain and enforce written 
policies and procedures reasonably designed to maintain sufficient 
financial resources to withstand, at a minimum, a default by the two CP 
families to which it has the largest exposures in extreme but plausible 
market conditions. The Default Management Procedures provide detailed 
instructions regarding the process for managing a default and returning 
to a matched book, including conducting Standard and Secondary

[[Page 34024]]

Default Management Actions, identifying and executing collateral 
management activities to meet payment obligations, and tracking default 
management resources. The proposed changes to the Risk Management 
Framework provide additional clarity regarding CPs' obligations 
regarding replenishment and assessment contributions as well as the 
computation of additional IM requirements that allow ICC to maintain 
compliance with regulatory financial resources requirements. ICC 
believes that such changes enhance ICC's ability to manage a default by 
providing additional detail, transparency and clarity with respect to 
ICC's default management rules and procedures, thereby ensuring that 
ICC continues to maintain sufficient financial resources to withstand, 
at a minimum, a default by the two CP families to which it has the 
largest exposures in extreme but plausible market conditions, 
consistent with the requirements of Rule 17Ad-22(b)(3).\15\
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    \13\ 17 CFR 240.17Ad-22.
    \14\ 17 CFR 240.17Ad-22(b)(3).
    \15\ Id.
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    Rule 17Ad-22(d)(4) \16\ requires ICC to establish, implement, 
maintain and enforce written policies and procedures reasonably 
designed to identify sources of operational risk and minimize them 
through the development of appropriate systems, controls, and 
procedures; implement systems that are reliable, resilient and secure, 
and have adequate scalable capacity; and have business continuity plans 
that allow for timely recovery of operations and fulfillment of a 
clearing agency's obligations. The Default Management Procedures 
describe how ICC and its CPs maintain operational readiness to execute 
the default management process. The document sets forth ICC's processes 
for carrying out an annual Default Test, reviewing the results of the 
annual Default Test, and maintaining up-to-date contact information for 
default contacts. Such testing and preparation allow ICC to identify 
sources of operational risk and minimize them through the development 
of appropriate systems, controls, and procedures and implement systems 
that are reliable, resilient and secure, and have adequate scalable 
capacity, consistent with the requirements of Rule 17Ad-22(d)(4).\17\
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    \16\ 17 CFR 240.17Ad-22(d)(4).
    \17\ Id.
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    Rule 17Ad-22(d)(8) \18\ requires ICC to establish, implement, 
maintain and enforce written policies and procedures reasonably 
designed to have governance arrangements that are clear and transparent 
to fulfill the public interest requirements in Section 17A of the 
Act.\19\ The proposed changes to the Risk Management Framework 
strengthen the governance arrangements set forth in the document by 
incorporating reference to the Default Management Procedures to note 
the default management roles and responsibilities of the Board, ICC 
management, and relevant committees. Moreover, the Default Management 
Procedures clearly assign and document responsibility and 
accountability for default management actions and decisions. The 
governance procedures provide for consultation with the Risk Committee 
and the CDS Default Committee, approval from the Board, and 
notification to the public, CPs, and regulators. As such, these 
governance arrangements are clear and transparent, such that 
information relating to the assignment of responsibilities and the 
requisite involvement of the Board, Risk Committee, CDS Default 
Committee, and Close-Out Team is clearly documented, consistent with 
the requirements of Rule 17Ad-22(d)(8).\20\
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    \18\ 17 CFR 240.17Ad-22(d)(8).
    \19\ 15 U.S.C. 78q-1.
    \20\ 17 CFR 240.17Ad-22(d)(8).
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    Rule 17Ad-22(d)(11) \21\ requires ICC to establish, implement, 
maintain and enforce written policies and procedures reasonably 
designed to make key aspects of the clearing agency's default 
procedures publicly available and establish default procedures that 
ensure that the clearing agency can take timely action to contain 
losses and liquidity pressures and to continue meeting its obligations 
in the event of a participant default. ICC's default management rules 
and procedures contained in the ICC Rules, the Default Auction 
Procedures--Initial Default Auctions, and the Secondary Auction 
Procedures are publically available on ICC's website. Additionally, the 
proposed Default Management Procedures clarify and augment ICC's 
existing rules and procedures relating to default management and 
enhance ICC's ability to withstand defaults and continue providing 
clearing services, including by assigning responsibility for default 
management actions and adding instructions on how to perform default 
management actions, to ensure that ICC can take timely action to 
contain losses and liquidity pressures and to continue meeting its 
obligations in the event of a participant default, consistent with the 
requirements of Rule 17Ad-22(d)(11).\22\
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    \21\ 17 CFR 240.17Ad-22(d)(11).
    \22\ Id.
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(B) Clearing Agency's Statement on Burden on Competition

    ICC does not believe the proposed rule change would have any 
impact, or impose any burden, on competition. The proposed rule change 
to formalize the ICC Default Management Procedures and to amend the ICC 
Risk Management Framework will apply uniformly across all market 
participants. Therefore, ICC does not believe the proposed rule change 
imposes any burden on competition that is inappropriate in furtherance 
of the purposes of the Act.

(C) Clearing Agency's Statement on Comments on the Proposed Rule 
Change, Security-Based Swap Submission, or Advance Notice Received From 
Members, Participants or Others

    Written comments relating to the proposed rule change have not been 
solicited or received. ICC will notify the Commission of any written 
comments received by ICC.

III. Date of Effectiveness of the Proposed Rule Change

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

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-ICC-2019-008 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-ICC-2019-008. This file 
number should be included on the

[[Page 34025]]

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 website 
(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 website 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 filings will also be available for inspection and copying at the 
principal office of ICE Clear Credit and on ICE Clear Credit's website 
at https://www.theice.com/clear-credit/regulation.
    All comments received will be posted without change. Persons 
submitting comments are cautioned that we do not redact or edit 
personal identifying information from comment submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-ICC-2019-008 and should be 
submitted on or before August 6, 2019.

    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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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-15023 Filed 7-15-19; 8:45 am]
 BILLING CODE 8011-01-P


