[Federal Register Volume 85, Number 73 (Wednesday, April 15, 2020)]
[Notices]
[Pages 21049-21052]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-07948]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88621; File No. SR-NYSEARCA-2020-28]


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

April 10, 2020.
    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 April 1, 2020, NYSE Arca, Inc. (``NYSE Arca'' or the 
``Exchange'') 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 Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the NYSE Arca Equities Fees and 
Charges (``Fee Schedule'') to amend the requirement to qualify for the 
tiered-rebate structure applicable to Lead Market Makers and to ETP 
Holders affiliated with such Lead Market Makers. The proposed rule 
change is available on the Exchange's website 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend the Fee Schedule to amend the 
requirement to qualify for the tiered-rebate structure applicable to 
Lead Market Makers (``LMMs''),\4\ and to ETP Holders \5\ affiliated 
with such LMMs, that provide displayed liquidity in Tape B securities 
to the NYSE Arca Book.
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    \4\ The term ``Lead Market Maker'' is defined in Rule 1.1(w) to 
mean a registered Market Maker that is the exclusive Designated 
Market Maker in listings for which the Exchange is the primary 
market.
    \5\ All references to ETP Holders in connection with this 
proposed fee change include Market Makers.
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    The proposed change responds to the current competitive environment 
where order flow providers have a choice of where to direct liquidity-
providing orders by offering further incentives for ETP Holders and 
LMMs to send additional displayed liquidity to the Exchange.
    The Exchange proposes to implement the fee change effective April 
1, 2020.
Background
    The Commission has repeatedly expressed its preference for 
competition over regulatory intervention in determining prices, 
products, and services in the securities markets. In Regulation NMS, 
the Commission highlighted the importance of market forces in 
determining prices and SRO revenues and, also, recognized that current 
regulation of the market system ``has been remarkably successful in 
promoting market competition in its broader forms that are most 
important to investors and listed companies.'' \6\
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    \6\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005).
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    As the Commission itself recognized, the market for trading 
services in NMS stocks has become ``more fragmented and competitive.'' 
\7\ Indeed, equity trading is currently dispersed across 13 
exchanges,\8\ numerous alternative trading systems,\9\ and broker-
dealer internalizers and wholesalers, all competing for order flow. 
Based on publicly-available information, no single exchange currently 
has more than 20% market share (whether including or excluding auction 
volume).\10\ Therefore, no exchange possesses significant pricing power 
in the execution of equity order flow. More specifically, the Exchange 
currently has less than 12% market share of executed volume of equities 
trading.\11\
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    \7\ See Securities Exchange Act Release No. 51808, 84 FR 5202, 
5253 (February 20, 2019) (File No. S7-05-18) (Final Rule).
    \8\ See Cboe U.S Equities Market Volume Summary, available at 
https://markets.cboe.com/us/equities/market_share. See generally 
https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html.
    \9\ See FINRA ATS Transparency Data, available at https://otctransparency.finra.org/otctransparency/AtsIssueData. A list of 
alternative trading systems registered with the Commission is 
available at https://www.sec.gov/foia/docs/atslist.htm.
    \10\ See Cboe Global Markets U.S. Equities Market Volume 
Summary, available at http://markets.cboe.com/us/equities/market_share/.
    \11\ See id.
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    The Exchange believes that the ever-shifting market share among the 
exchanges from month to month demonstrates that market participants can 
move order flow or discontinue or reduce use of certain categories of 
products. While it is not possible to know a firm's reason for shifting 
order flow, the Exchange believes that one such reason is because of 
fee changes at any of the registered exchanges or non-exchange venues 
to which a firm routes order flow. With respect to non-

[[Page 21050]]

marketable order flow that would provide displayed liquidity on an 
Exchange against which market makers can quote, ETP Holders and LMMs 
can choose from any one of the 13 currently operating registered 
exchanges to route such order flow. Accordingly, competitive forces 
constrain exchange transaction fees and credits that relate to orders 
that would provide displayed liquidity on an exchange.
Proposed Rule Change
    The proposed rule change is designed to be available to all LMMs on 
the Exchange, and is intended to provide ETP Holders and LMMs an 
opportunity to receive enhanced rebates by quoting and trading more on 
the Exchange.
    The Exchange currently provides tier-based incremental credits for 
orders that provide displayed liquidity in Tape B securities to the 
NYSE Arca Book.\12\ Specifically, LMMs that are registered as the LMM 
in Tape B securities that have a consolidated average daily volume 
(``CADV'') in the prior calendar quarter of less than 100,000 shares, 
or 0.010% of Consolidated Tape B ADV, whichever is greater (``Less 
Active ETP Securities''), and the ETP Holders affiliated with such 
LMMs, currently receive an incremental credit for orders that provide 
displayed liquidity to the Book in any Tape B securities that trade on 
the Exchange.\13\ The current incremental credits and volume thresholds 
are as follows:
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    \12\ See Securities Exchange Act Release Nos. 76084 (October 6, 
2015), 80 FR 61529 (October 13, 2015) (SR-NYSEArca-2015-87); 79597 
(December 19, 2016), 81 FR 94460 (December 23, 2016) (SR-NYSEArca-
2016-165); 85094 (February 11, 2019), 84 FR 4579 (February 15, 2019) 
(SR-NYSEArca-2019-05); and 88436 (March 20, 2020), 85 FR 17112 
(March 26, 2020) (SR-NYSEArca-2020-21).
    \13\ The Exchange defines ``affiliate'' to ``mean any ETP Holder 
under 75% common ownership or control of that ETP Holder.'' See Fee 
Schedule, NYSE Arca Marketplace: General.

 An additional credit of $0.0004 per share if an LMM is 
registered as the LMM in at least 400 Less Active ETP Securities or at 
least 300 Less Active ETP Securities if the LMM and ETP Holders and 
Market Makers affiliated with such LMM add liquidity in all securities 
of at least 1.00% of US CADV
 An additional credit of $0.0003 per share if an LMM is 
registered as the LMM in at least 200 but less than 400 Less Active ETP 
Securities or in at least 200 but less than 300 Less Active ETP 
Securities if the LMM and ETP Holders and Market Makers affiliated with 
such LMM add liquidity in all securities of at least 1.00% of US CADV
 An additional credit of $0.0002 per share if an LMM is 
registered as the LMM in at least 100 but less than 200 Less Active ETP 
Securities
 An additional credit of $0.0001 per share if an LMM is 
registered as the LMM in at least 75 but less than 100 Less Active ETP 
Securities
 An additional credit of $0.00005 per share if an LMM is 
registered as the LMM in at least 50 but less than 75 Less Active ETP 
Securities

    The number of Less Active ETP Securities for the billing month is 
based on the number of Less Active ETP Securities in which an LMM is 
registered as the LMM on the average of the first and last business day 
of the previous month.
    With this proposed rule change, the Exchange proposes to amend the 
percentage of Consolidated Tape B ADV requirement from 0.010% to 
0.013%. The Exchange is not proposing any change to the CADV 
requirement of less than 100,000 shares. Based on the Exchange's 
calculation of Tape B CADV for the prior calendar quarter, i.e., from 
January 1, 2020 to March 31, 2020, the proposed change would result in 
an additional 40 Less Active ETP Securities that LMMs can register in 
to qualify for the incremental credits. The increase in the number of 
Less Active ETP Securities should benefit most, if not all, LMMs on the 
Exchange.
    The purpose of the proposed rule change is to encourage LMMs and 
ETP Holders to enhance the market quality in Tape B securities that are 
listed and traded on the Exchange and, given the recent volatility in 
the equities markets, the Exchange believes that amending the 
percentage threshold would qualify a greater number of Less Active ETP 
Securities, and should therefore provide LMMs increased opportunities 
to earn incremental credits. The Exchange believes the proposal would 
also encourage competition in Tape B securities quoted and traded on 
the Exchange. To illustrate, suppose an LMM is currently registered in 
98 Less Active ETP Securities, and thus qualifies to earn an 
incremental credit of $0.0001 per share. With this proposed rule 
change, which would result in an additional 40 Less Active ETP 
Securities that LMMs could register in as the LMM, the LMM in the above 
example could choose to register in as little as 2 additional Less 
Active ETP Securities, and by doing so, would then qualify for the tier 
that provides an incremental rebate of $0.0002 per share because the 
LMM would be registered in at least 100 Less Active Securities. The 
Exchange believes the proposed rule change would provide greater 
incentive to LMMs to add displayed liquidity in Less Active ETP 
Securities as it would increase the number of eligible Less Active ETP 
Securities that a LMM could register in as the LMM.
    The Exchange does not know how much order flow LMMs and ETP Holders 
choose to route to other exchanges or to off-exchange venues. The 
incremental credits in NYSE Arca-listed securities are available to all 
LMMs that are registered as the LMM in a security, and to ETP Holders 
that are affiliated with a LMM. Currently, there is one LMM that 
qualifies for the $0.0003 per share credit and one other LMM that 
qualifies for the $0.0004 per share credit.\14\ Without having a view 
of a LMM's activity on other markets and off-exchange venues, the 
Exchange has no way of knowing whether this proposed rule change would 
result in more LMMs sending their orders in NYSE Arca-listed securities 
to the Exchange to qualify for the existing credits or whether this 
proposed rule change would result in LMMs to send more of their orders 
in NYSE Arca-listed securities to the Exchange to qualify for such 
credits. The Exchange cannot predict with certainty how many LMMs would 
avail themselves of this opportunity but additional liquidity-providing 
orders would benefit all market participants because it would provide 
greater execution opportunities on the Exchange.
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    \14\ As of March 31, 2020, there are 18 registered LMMs on the 
Exchange that could qualify for the incremental rebates for Less 
Active ETP Securities, all of whom are affiliated with one or more 
ETP holders.
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    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,\15\ in general, and furthers the 
objectives of Sections 6(b)(4) and (5) of the Act,\16\ 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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    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(4) and (5).
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The Proposed Fee Change Is Reasonable
    As discussed above, the Exchange operates in a highly fragmented 
and

[[Page 21051]]

competitive market. The Commission has repeatedly expressed its 
preference for competition over regulatory intervention in determining 
prices, products, and services in the securities markets. Specifically, 
in Regulation NMS, the Commission highlighted the importance of market 
forces in determining prices and SRO revenues and, also, recognized 
that current regulation of the market system ``has been remarkably 
successful in promoting market competition in its broader forms that 
are most important to investors and listed companies.'' \17\
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    \17\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005).
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    As the Commission itself recognized, the market for trading 
services in NMS stocks has become ``more fragmented and competitive.'' 
\18\ Indeed, equity trading is currently dispersed across 13 
exchanges,\19\ numerous alternative trading systems,\20\ and broker-
dealer internalizers and wholesalers, all competing for order flow. As 
noted above, no exchange possesses significant pricing power in the 
execution of equity order flow.
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    \18\ See Securities Exchange Act Release No. 51808, 84 FR 5202, 
5253 (February 20, 2019) (File No. S7-05-18) (Final rule).
    \19\ See Cboe Global Markets, U.S Equities Market Volume 
Summary, available at https://markets.cboe.com/us/equities/market_share/.
    \20\ See FINRA ATS Transparency Data, available at https://otctransparency.finra.org/otctransparency/AtsIssueData. A list of 
alternative trading systems registered with the Commission is 
available at https://www.sec.gov/foia/docs/atslist.htm.
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    The Exchange believes that the ever-shifting market share among the 
exchanges from month to month demonstrates that market participants can 
shift order flow or discontinue to reduce use of certain categories of 
products, in response to fee changes. With respect to non-marketable 
order which provide liquidity on an Exchange, LMMs and ETP Holders can 
choose from any one of the 13 currently operating registered exchanges 
to route such order flow. Accordingly, competitive forces reasonably 
constrain exchange transaction fees that relate to orders that would 
provide displayed liquidity on an exchange. Stated otherwise, changes 
to exchange transaction fees can have a direct effect on the ability of 
an exchange to compete for order flow.
    Given this competitive environment, the proposal represents a 
reasonable attempt to attract additional order flow to the Exchange.
    The Exchange believes the proposed rule change to amend the 
percentage requirement to qualify for the incremental LMM credits is 
reasonable because it is intended to continue to encourage LMMs, and 
ETP Holders affiliated with such LMMs, to promote price discovery and 
market quality in Less Active ETP Securities for the benefit of all 
market participants. The Exchange believes that amending the threshold 
from 0.010% of Consolidated Tape B ADV to 0.013% of Consolidated Tape B 
ADV would qualify a greater number of Less Active ETP Securities, and 
should therefore provide LMMs increased opportunities to earn 
incremental credits. The Exchange believes the proposed amendment to 
qualify for the current incremental credit for adding liquidity is also 
reasonable because it would encourage liquidity and competition in all 
securities quoted and traded on the Exchange. Moreover, the Exchange 
believes that the proposed change could incentivize LMMs to register as 
an LMM in Less Active ETP Securities and thus, add more liquidity in 
all securities, and in particular Tape B securities, to the benefit of 
all market participants.
    Submission of additional liquidity to the Exchange would promote 
price discovery and transparency and enhance order execution 
opportunities for LMMs from the substantial amounts of liquidity 
present on the Exchange. All participants, including LMMs, would 
benefit from the greater amounts of liquidity that would be present on 
the Exchange, which would provide greater execution opportunities.
    On the backdrop of the competitive environment in which the 
Exchange currently operates, the proposed rule change is a reasonable 
attempt to increase liquidity on the Exchange and improve the 
Exchange's market share relative to its competitors.
The Proposed Fee Change Is an Equitable Allocation of Fees and Credits
    The Exchange believes the proposed rule change to amend the 
percentage of Consolidated Tape B ADV threshold to qualify for the 
incremental LMM credits is equitable because it provides discounts that 
are reasonably related to the value to the Exchange's market quality 
associated with higher volumes. The Exchange further believes that, 
given the recent volatility and high volumes in the equities markets, 
amending the threshold from 0.010% of Consolidated Tape B ADV to 0.013% 
of Consolidated Tape B ADV would qualify a greater number of Less 
Active ETP Securities that LMMs could register in as a LMM, and should 
therefore provide LMMs increased opportunities to earn incremental 
credits, which would encourage greater displayed liquidity and improved 
quoting.
The Proposed Fee Change Is Not Unfairly Discriminatory
    The Exchange believes that the proposed rule change is not unfairly 
discriminatory. In the prevailing competitive environment, LMMs and ETP 
Holders are free to disfavor the Exchange's pricing if they believe 
that alternatives offer them better value.
    The Exchange believes it is not unfairly discriminatory to amend 
the percentage of Consolidated Tape B ADV threshold to qualify for the 
incremental LMM credits, as the amended requirements would apply on an 
equal basis to all LMMs. Further, the Exchange believes that amending 
the threshold from 0.010% of Consolidated Tape B ADV to 0.013% of 
Consolidated Tape B ADV would qualify a greater number of Less Active 
ETP Securities, and should therefore incentivize LMMs to send more 
orders to the Exchange resulting in increased opportunities to earn 
incremental credits. The Exchange also believes that the proposed 
change is not unfairly discriminatory because it is reasonably related 
to the value to the Exchange's market quality associated with higher 
volume.
    The proposal to amend the percentage of Consolidated Tape B ADV 
threshold to qualify for the incremental rebates neither targets nor 
will it have a disparate impact on any particular category of market 
participant. The proposal does not permit unfair discrimination because 
the proposed threshold would be applied to all similarly situated LMMs, 
who would all be eligible for the same credit on an equal basis. 
Accordingly, no LMM already operating on the Exchange would be 
disadvantaged by this allocation of fees.
    Finally, the submission of orders to the Exchange is optional for 
LMMs and ETP Holders in that they could choose whether to submit orders 
to the Exchange and, if they do, the extent of its activity in this 
regard. The Exchange believes that it is subject to significant 
competitive forces, as described below in the Exchange's statement 
regarding the burden on competition.
    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

    In accordance with Section 6(b)(8) of the Act,\21\ the Exchange 
believes that the proposed rule change would not impose any burden on 
competition that is not necessary or appropriate in furtherance

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of the purposes of the Act. Instead, as discussed above, the Exchange 
believes that the proposed changes would encourage the submission of 
additional liquidity to a public exchange, thereby promoting market 
depth, price discovery and transparency and enhancing order execution 
opportunities for LMMs and ETP Holders. As a result, the Exchange 
believes that the proposed change furthers the Commission's goal in 
adopting Regulation NMS of fostering integrated competition among 
orders, which promotes ``more efficient pricing of individual stocks 
for all types of orders, large and small.'' \22\
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    \21\ 15 U.S.C. 78f(b)(8).
    \22\ See Securities Exchange Act Release No. 51808, 70 FR 37495, 
37498-99 (June 29, 2005) (S7-10-04) (Final Rule).
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    Intramarket Competition. The proposed change is designed to attract 
additional order flow to the Exchange. The Exchange believes that the 
amended percentage of Consolidated Tape B ADV threshold to qualify for 
the incremental credit applicable to LMMs, and ETP Holders affiliated 
with such LMMs, would continue to incentivize market participants to 
direct their displayed order flow to the Exchange. Greater liquidity 
benefits all market participants on the Exchange by providing more 
trading opportunities and encourages LMMs to send orders, thereby 
contributing to robust levels of liquidity, which benefits all market 
participants on the Exchange. The proposed rule change would be 
applicable to all similarly-situated market participants, and, as such, 
the proposed change would not impose a disparate burden on competition 
among market participants on the Exchange.
    Intermarket Competition. The Exchange operates in a highly 
competitive market in which market participants can readily choose to 
send their orders to other exchange and off-exchange venues if they 
deem fee levels at those other venues to be more favorable. As noted 
above, the Exchange's current market share of intraday trading (i.e., 
excluding auctions) is less than 12%. In such an environment, the 
Exchange must continually adjust its fees and rebates to remain 
competitive with other exchanges and with off-exchange venues. Because 
competitors are free to modify their own fees and credits in response, 
and because market participants may readily adjust their order routing 
practices, the Exchange does not believe its proposed fee change can 
impose any burden on intermarket competition.
    The Exchange believes that the proposed change could promote 
competition between the Exchange and other execution venues, including 
those that currently offer similar order types and comparable 
transaction pricing, by encouraging additional orders to be sent to the 
Exchange for execution.

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.

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) \23\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \24\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
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    \23\ 15 U.S.C. 78s(b)(3)(A).
    \24\ 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) \25\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \25\ 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 [email protected]. Please include 
File Number SR-NYSEARCA-2020-28 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-NYSEARCA-2020-28. 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 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-NYSEARCA-2020-28 and should be submitted 
on or before May 6, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\26\
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    \26\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-07948 Filed 4-14-20; 8:45 am]
 BILLING CODE 8011-01-P