[Federal Register Volume 84, Number 196 (Wednesday, October 9, 2019)]
[Notices]
[Pages 54215-54219]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-22014]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87213; File No. SR-BX-2019-032]


Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend BX's By-
Laws

October 3, 2019.
    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 20, 2019, Nasdaq BX, Inc. (``BX'' or ``Exchange'') filed 
with the Securities and Exchange Commission (``SEC'' or ``Commission'') 
the proposed rule change as described in Items I and II below, which 
Items have been prepared by the Exchange. 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. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend its By-Laws, as further discussed 
below.
    The text of the proposed rule change is available on the Exchange's 
website at http://nasdaqbx.cchwallstreet.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 Exchange 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. The Exchange 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
    The Exchange proposes to amend its By-Laws to (i) harmonize certain 
provisions related to the regulatory independence of the Exchange with 
those of the Exchange's affiliates, Nasdaq ISE, LLC (``ISE''), Nasdaq

[[Page 54216]]

GEMX, LLC (``GEMX''), and Nasdaq MRX, LLC (``MRX''), (ii) modify 
Director categorizations, (iii) update compositional requirements of 
the Regulatory Oversight Committee (``ROC''), and (iv) make additional, 
non-substantive edits. Each change is discussed below.\3\
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    \3\ All references herein and in the Exhibit 5 to ``the 
Corporation'' mean the Exchange. Corporation is defined in the By-
Laws to mean Nasdaq BX, Inc.
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Regulatory Independence
    The Exchange proposes to modify a number of provisions in its By-
Laws related to the regulatory independence of the Exchange. As 
discussed below, the Exchange believes that the proposed changes will 
make these provisions more robust and will serve to align the 
Exchange's By-Laws with the Limited Liability Company Agreements (``LLC 
Agreements'') of its affiliates, ISE, GEMX, and MRX.
     Dividends: The Exchange currently has distribution 
provisions in Section 9.8 of the By-Laws that prohibits the Exchange 
from issuing dividends to its stockholder (i.e., Nasdaq, Inc.), using 
Regulatory Funds.\4\ The Exchange now proposes to amend this provision 
to substantially conform to Section 15 in the LLC Agreements of ISE, 
GEMX, and MRX by specifying that Regulatory Funds shall not be used for 
non-regulatory purposes, but rather shall be used to fund the legal, 
regulatory and surveillance operations of the Exchange. The Exchange 
believes these are minor changes that make the dividend provisions more 
robust by specifying how Regulatory Funds may be used. Lastly, the 
Exchange proposes to add that it would not be required to pay dividends 
to the stockholder if such dividends would violate the Delaware General 
Corporation Law or any other applicable law or would otherwise be 
required to fulfill the regulatory functions or responsibilities of the 
Exchange.
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    \4\ ``Regulatory Funds'' means fees, fines, or penalties derived 
from the regulatory operations of the Exchange. ``Regulatory Funds'' 
shall not be construed to include revenues derived from listing 
fees, market data revenues, transaction revenues, or any other 
aspect of the commercial operations of the Exchange, even if a 
portion of such revenues are used to pay costs associated with the 
regulatory operations of the Exchange. See By-Law Article I, Section 
(ii). The definition of Regulatory Funds is not changing under this 
proposal.
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     Books and Records: The Exchange proposes to add in new 
Section 10.5 of the By-Laws a provision requiring that the books and 
records of the Exchange must be maintained in the United States, which 
will harmonize this provision with Section 16 in the ISE, GEMX, and MRX 
LLC Agreements. The Exchange further proposes to substantially conform 
to ISE, GEMX, and MRX in Section 10.5 by providing that the books of 
the Exchange shall at all times be maintained by the Board. The 
Exchange's books of account shall be kept using the method of 
accounting determined by the stockholder. The Exchange's independent 
auditor shall be an independent public accounting firm selected by the 
Board. Other than as provided in Section 10.5 with respect to the 
Commission, all confidential information relating to the self-
regulatory function of the Exchange (including but not limited to 
disciplinary matters, trading data, trading practices and audit 
information) contained in the books and records of the Exchange shall: 
(i) Not be made available to any persons other than to those officers, 
directors, employees and agents of the Exchange that have a reasonable 
need to know the contents thereof, (ii) be retained in confidence by 
the Exchange and the officers, directors, employees and agents of the 
Exchange, and (iii) must not be used for any non-regulatory purpose. 
Furthermore, the Exchange proposes to add, similar to the ISE, GEMX, 
and MRX LLC Agreements, that nothing in the By-Laws shall be 
interpreted as to limit or impede the rights of the Commission to 
access and examine such confidential information pursuant to federal 
securities laws and the rules and regulations thereunder, or to limit 
or impede the ability of any officers, directors, employees or agents 
of the Exchange to disclose such confidential information to the 
Commission. The Exchange believes that the proposed changes will add 
more specificity as to who may access the Exchange's books and records, 
especially relating to confidential information on the self-regulatory 
function of the Exchange, and the use of such information.
Director Categorizations
    Currently, the definition of ``Non-Industry Director'' in the 
Exchange By-Laws refers to, among other individuals, an officer or 
employee of an issuer of securities listed on the Exchange.\5\ Because 
only its affiliate, The Nasdaq Stock Market LLC (``Nasdaq''), currently 
operates an equities listing market, the Exchange seeks to amend the 
definition of Non-Industry Director to refer to an officer or employee 
of an issuer of securities listed on a national securities exchange 
operated by the Exchange or one of its affiliates. The Exchange 
believes that the proposed changes will bring greater clarity to the 
Exchange's rules by aligning the By-Law provision to how the Exchange 
currently operates. In addition, the Exchange proposes a non-
substantive change in (ii) of the definition of Non-Industry Director 
to add a reference to ``director'' in order to align with its 
affiliated exchanges.\6\ The Exchange notes that the qualifications for 
a Non-Industry Director are not expanding under this proposal and as a 
practical matter, no changes to the current composition of Non-Industry 
Directors on the Exchange's Board are contemplated by this rule change. 
Today, a Non-Industry Director who is not designated by the Exchange as 
a Public Director \7\ under (i) of the definition of Non-Industry 
Director, and that does not explicitly fall under (ii) (i.e., ``an 
officer or employee of an issuer of securities listed on the national 
securities exchange operated by the Exchange'') would still fall under 
(iii) an individual who would not be an Industry Director.\8\ With the 
proposed

[[Page 54217]]

changes, these Non-Industry Directors could fall under both (ii) and 
(iii) because they would be representative of issuers listed on the 
Exchange's affiliate, Nasdaq, and at the same time, not be considered 
Industry Directors. The Exchange also proposes to make conforming 
changes to the definition of a ``Non-Industry member'' of a 
committee.\9\
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    \5\ In addition, the term ``Non-Industry Director'' encompasses 
a Director (excluding Staff Directors) who is a Public Director or 
any other individual who would not be an Industry Director. See By-
Law Article I, Section (bb).
    \6\ In particular, the definitions of Non-Industry Director on 
Nasdaq Phlx LLC (``Phlx''), Nasdaq, ISE, GEMX, and MRX all refer to, 
among other individuals, ``. . . an officer, director, or employee 
of an issuer of securities . . .'' See Phlx By-Law Article I, 
Section (bb); Nasdaq By-Law Article I, Section (v); ISE By-Law 
Article I, Section (w); GEMX By-Law Article I, Section (w); and MRX 
By-Law Article I, Section (w).
    \7\ The term ``Public Director'' means a Director who has no 
material business relationship with a broker or dealer, the 
Corporation or its affiliates, or FINRA. See By-Law Article I, 
Section (gg).
    \8\ The term ``Industry Director'' means a Director (excluding 
any two officers of the Corporation, selected at the sole discretion 
of the Board, amongst those officers who may be serving as Directors 
(the ``Staff Directors'')), who (i) is or has served in the prior 
three years as an officer, director, or employee of a broker or 
dealer, excluding an outside director or a director not engaged in 
the day-to-day management of a broker or dealer; (ii) is an officer, 
director (excluding an outside director), or employee of an entity 
that owns more than ten percent of the equity of a broker or dealer, 
and the broker or dealer accounts for more than five percent of the 
gross revenues received by the consolidated entity; (iii) owns more 
than five percent of the equity securities of any broker or dealer, 
whose investments in brokers or dealers exceed ten percent of his or 
her net worth, or whose ownership interest otherwise permits him or 
her to be engaged in the day-to-day management of a broker or 
dealer; (iv) provides professional services to brokers or dealers, 
and such services constitute twenty percent or more of the 
professional revenues received by the Director or twenty percent or 
more of the gross revenues received by the Director's firm or 
partnership; (v) provides professional services to a director, 
officer, or employee of a broker, dealer, or corporation that owns 
fifty percent or more of the voting stock of a broker or dealer, and 
such services relate to the director's, officer's, or employee's 
professional capacity and constitute twenty percent or more of the 
professional revenues received by the Director or twenty percent or 
more of the gross revenues received by the Director's firm or 
partnership; or (vi) has a consulting or employment relationship 
with or provides professional services to the Corporation or any 
affiliate thereof or to FINRA or has had any such relationship or 
provided any such services at any time within the prior three years. 
See By-Law Article I, Section (t).
    \9\ See By-Law Article I, Section (cc).
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    Currently, the Exchange's Board compositional requirements require 
at least one Public Director and at least one Director representative 
of issuers and investors.\10\ As set forth in Article I, Section (gg), 
a ``Public Director'' is defined as a Director who has no material 
business relationship with a broker or dealer, the Exchange or its 
affiliates, or FINRA. ``Director representative of issuers and 
investors'' is not defined specifically in the Exchange's By-Laws, but 
is implicitly defined in the term Non-Industry Director as ``an officer 
or employee of an issuer of securities listed on the Exchange.'' \11\ 
The Exchange now proposes to clarify in the definition of Public 
Director that, for the avoidance of doubt, a director of an issuer of 
securities listed on a national securities exchange operated by the 
Exchange or one of its affiliates shall not be precluded from being 
considered a Public Director solely on the basis of such directorship. 
The Exchange believes that a director of a listed company can 
adequately represent the interests of listed companies on the Board and 
therefore be considered a Director representative of issuers and 
investors. At the same time, the Exchange does not believe that such a 
directorship always constitutes a material business relationship with a 
broker or dealer, the Exchange or its affiliates, or FINRA, which would 
prohibit the individual from being considered a Public Director.\12\ Of 
course, such issuer representative must still meet the requirements of 
a Public Director and not have such material business relationships by 
definition. Thus in limited circumstances, the Exchange believes that 
it is possible for directors of listed companies to be considered both 
Public Directors and Directors representative of issuers and investors. 
In light of the foregoing, the Exchange also proposes to make 
conforming changes to the definition of a ``Public member'' of a 
committee.\13\
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    \10\ See By-Law Article IV, Section 4.3.
    \11\ See By-Law Article I, Section (bb). As discussed above, the 
Exchange will amend this provision to refer to an ``officer, 
director, or employee of an issuer of securities listed on a 
national securities exchange operated by the Exchange or one of its 
affiliates.''
    \12\ This is consistent with the longstanding best practice of 
the Exchange's parent, Nasdaq, Inc., having the Chairman of the 
Audit Committee of the board of directors of Nasdaq, Inc. serve as 
the Chairman of the Exchange Board's Regulatory Oversight Committee, 
which is required to be comprised of Public Directors who are also 
considered ``independent directors'' as defined in Nasdaq Rule 5605. 
See By-Law Article IV, Section 4.13(c). Because Nasdaq, Inc. is a 
listed company, this Exchange Director could be considered both an 
issuer representative and a Public Director.
    \13\ See By-Law Article I, Section (hh).
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    The Exchange does not seek to amend the Board's qualification 
requirements in the By-Laws other than the proposed changes to the 
definitions of Non-Industry Director and Public Director. With the 
proposed changes, the composition of the Board would still be required 
to reflect a balance among Non-Industry Directors (including Public 
Directors and Directors representative of issuers and investors), 
Industry Directors, and Member Representative Directors.\14\ 
Accordingly, current Board qualification requirements such as the 
number of Non-Industry Directors, including at least one Public 
Director and at least one Director representative of issuers and 
investors, equaling or exceeding the sum of the number of Industry 
Directors and Member Representative Directors would continue to 
apply.\15\
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    \14\ The term ``Member Representative Director'' means a 
Director who has been elected by the stockholders after having been 
nominated by the Member Nominating Committee or voted upon by 
Exchange Members pursuant to the Exchange's By-Laws (or elected by 
the stockholders without such nomination or voting in the case of 
the Member Representative Directors elected pursuant to Section 
4.3(b)). A Member Representative Director may, but is not required 
to be, an officer, director, employee, or agent of an Exchange 
Member. See By-Law Article I, Section (x). Member Representative 
Directors are directors that meet the fair representation 
requirement in Section 6(b)(3) of the Act, which requires that the 
``rules of the Exchange assure a fair representation of its members 
in the selection of its directors and administration of its affairs 
. . .''
    \15\ In addition, the Board qualification requirement that at 
least 20 percent of the Directors be Member Representative Directors 
will continue to apply. See By-Law Article IV, Section 4.3.
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Regulatory Oversight Committee
    Currently, By-Law Article IV, Section 4.13(c) requires that the 
Regulatory Oversight Committee (``ROC'') be comprised of three members, 
each of whom shall be a Public Director and an ``independent director'' 
as defined in Nasdaq Rule 4200. The Exchange proposes to amend Section 
4.13(c) to provide that the ROC shall be comprised of at least three 
members, as is currently set forth in the ROC Charter.\16\ All members 
of the ROC will continue to be Public Directors and ``independent 
directors.'' Lastly, the Exchange also proposes to make technical 
changes in Section 4.13(c) to correct a typographical error and to 
update the reference to Nasdaq Rule 4200 to Rule 5605.
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    \16\ The ROC Charter is available at: http://ir.nasdaq.com/static-files/ad0a0102-e977-40cf-8139-15c359576a25.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\17\ in general, and furthers the objectives of Section 
6(b)(1), Section 6(b)(3), and Section 6(b)(5) of the Act,\18\ in 
particular, which require, among other things, an exchange to be so 
organized as to have the capacity to be able to carry out the purposes 
of the Act; that one or more directors be representative of issuers and 
investors and not be associated with a member of the exchange, broker, 
or dealer; and that the rules of an exchange be designed to promote 
just and equitable principles of trade, 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.
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    \17\ 15 U.S.C. 78f(b).
    \18\ 15 U.S.C. 78f(b)(1), (b)(3), and (b)(5).
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Regulatory Independence
    The Exchange believes that the proposed changes to the By-Law 
provisions on dividends, and books and records are consistent with the 
Act. As discussed above, the Exchange believes that its proposal will 
bring greater specificity and detail to provisions related to the 
regulatory independence of the Exchange. The Exchange believes that the 
proposed changes will make clear the independence of the Exchange's 
regulatory function and facilitate the ability of the Exchange to carry 
out its responsibility and operate in a manner consistent with the Act. 
Furthermore, the proposed amendments will have the additional benefit 
of bringing the Exchange's By-Laws into greater conformity with similar 
provisions in the LLC Agreements of ISE, GEMX, and MRX, thereby 
creating more consistent standards among the affiliated exchanges owned 
by Nasdaq, Inc.\19\
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    \19\ See ISE, GEMX, and MRX LLC Agreements, Sections 15 and 16.
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Director Categorizations
    The Exchange believes that the changes to the definitions of Non-
Industry Director and Non-Industry

[[Page 54218]]

member proposed above will enhance the clarity of these provisions 
given that only the Exchange's affiliate (Nasdaq) currently operates an 
equities listing market. Accordingly, the proposed changes should more 
accurately reflect how the Exchange currently operates. The Exchange 
also believes that the proposed changes to the definitions of Public 
Director and Public member are consistent with the Act as these 
modifications are intended to make clear that a Director is not barred 
from being considered a Public Director merely because the Director 
serves as a director of an issuer of securities listed on a national 
securities exchange operated by the Exchange or one of its affiliates, 
and are consistent with current corporate governance practices.\20\ 
Furthermore, as discussed above, the requirements that the number of 
Non-Industry Directors (including at least one Public Director and at 
least one Director representative of issuers and investors) equal or 
exceed the sum of the number of Industry Directors and Member 
Representative Directors, and at least 20 percent of the Directors be 
Member Representative Directors, would continue to apply.\21\ 
Accordingly, the Exchange believes that the proposed changes will more 
accurately reflect the Exchange's current operations and governance 
practices while continuing to comport with the Exchange's statutory 
obligations regarding fair representation under Section 6(b)(3) of the 
Act. Lastly, the proposed change to add ``director'' in the definition 
of Non-Industry Director will bring this definition in greater 
conformity with the Exchange's affiliated exchanges, thereby creating 
more consistent standards among the affiliated exchanges owned by 
Nasdaq, Inc.
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    \20\ See supra note 12.
    \21\ See supra notes 14 and 15, with accompanying text.
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Regulatory Oversight Committee
    The Exchange believes that the proposed rule change in By-Law 
Article IV, Section 4.13(c) to provide that the ROC shall be comprised 
of at least three members is consistent with the Act because it will 
promote transparency to the Exchange's current practices by conforming 
the By-Law language to the ROC Charter. As discussed above, the 
composition requirements that all ROC members be Public Directors and 
``independent directors'' as defined in Nasdaq's Rules will remain 
unchanged with this proposal, thereby ensuring that an independent 
Board committee will continue to be responsible for the regulatory 
oversight of the Exchange. Lastly, the proposed technical changes in 
Section 4.13(c) to correct a typographical error and to update the 
reference to Nasdaq Rule 4200 to Rule 5605 will bring greater clarity 
to the Exchange's rules, which will protect investors and the public 
interest.

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

    Because the proposed rule change relates to the corporate 
governance of the Exchange and not to the Exchange's operations, the 
Exchange does not believe that the proposed rule change will impose any 
burden on competition not necessary or appropriate in furtherance of 
the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or 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) 
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 \22\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\23\
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    \22\ 15 U.S.C. 78s(b)(3)(A).
    \23\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give 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 Exchange has satisfied this requirement.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \24\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \25\ permits the 
Commission to designate a shorter time if such action is consistent 
with the protection of investors and the public interest. The Exchange 
has requested that the Commission waive the 30-day operative delay. The 
Commission notes that waiver of the operative delay would allow the 
Exchange to effect the changes to its By-Laws, which would provide more 
specificity and would better align provisions in the Exchange's By-Laws 
with those in the By-Laws and LLC Agreements of its affiliates, in time 
for the Exchange Board meeting on September 25, 2019. The Commission 
believes that waiver of the 30-day operative delay is consistent with 
the protection of investors and the public interest. Accordingly, the 
Commission hereby waives the operative delay and designates the 
proposed rule change operative upon filing.\26\
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    \24\ 17 CFR 240.19b-4(f)(6).
    \25\ 17 CFR 240.19b-4(f)(6)(iii).
    \26\ For purposes only of waiving the 30-day operative delay, 
the Commission also has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the 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 to 
determine whether the proposed rule change should be approved or 
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 [email protected]. Please include 
File Number SR-BX-2019-032 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-BX-2019-032. 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 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

[[Page 54219]]

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 
the filing also will be available for inspection and copying at the 
principal office of the Exchange. 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-BX-
2019-032 and should be submitted on or before October 30, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\27\
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    \27\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-22014 Filed 10-8-19; 8:45 am]
 BILLING CODE 8011-01-P