[Federal Register Volume 84, Number 245 (Friday, December 20, 2019)]
[Notices]
[Pages 70223-70230]
[FR Doc No: 2019-27455]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87759; File No. SR-CboeBZX-2019-047]

Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing of Amendment Nos. 4 and 5, and Order Granting Accelerated
Approval of a Proposed Rule Change, as Modified by Amendment Nos. 4 and
5, To Adopt BZX Rule 14.11(k) To Permit the Listing and Trading of
Managed Portfolio Shares

December 16, 2019.

I. Introduction

    On June 6, 2019, Cboe BZX Exchange, Inc. (``Exchange'' or ``BZX'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule
change to adopt BZX Rule 14.11(k) to permit the listing and trading of
Managed Portfolio Shares, which are shares (``Shares'') of actively
managed exchange-traded funds for which the portfolio is disclosed in
accordance with standard mutual fund disclosure rules. The proposed
rule change was published for comment in the Federal Register on June
25, 2019.\3\ On August 2, 2019, pursuant to Section 19(b)(2) of the
Exchange Act,\4\ the Commission designated a longer period within which
to approve the proposed rule change, disapprove the proposed rule
change, or institute proceedings to determine whether to disapprove the
proposed rule change.\5\ On September 20, 2019, the Exchange filed
Amendment No. 1 to the proposed rule change, which replaced and
superseded the proposed rule change as originally filed. On September
23, 2019, the Exchange filed Amendment No. 2 to the proposed rule
change, which replaced and superseded the proposed rule change as
amended by Amendment No. 1.\6\ On September 23, 2019, the Commission
published Amendment No. 2 for notice and comment and instituted
proceedings under Section 19(b)(2)(B) of the Exchange Act \7\ to
determine whether to approve or disapprove the proposed rule change, as
modified by Amendment No. 2.\8\ On November 6, 2019, the Exchange filed
Amendment No. 3 to the proposed rule change, which replaced and
superseded the proposed rule change as amended by Amendment No. 2.\9\
On November 21, 2019, the Exchange filed Amendment No. 4 to the
proposed rule change, which replaced and superseded the proposed rule
change as amended by Amendment No. 3.\10\ On December 4, 2019, the
Exchange filed partial Amendment No. 5 to the proposed rule change,
which amended the proposed rule change as amended by Amendment No.
4.\11\ The Commission has received no comments on the proposed rule
change. The Commission is publishing this notice to solicit comments on
Amendment Nos. 4 and 5 from interested persons, and is approving the
proposed rule change, as modified by Amendment Nos. 4 and 5, on an
accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 86157 (June 19,
2019), 84 FR 29892.
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 86157, 84 FR 39046
(August 8, 2019).
    \6\ Amendments No. 1 and No. 2 are available on the Commission's
website at https://www.sec.gov/comments/sr-cboebzx-2019-047/srcboebzx2019047.htm.
    \7\ 15 U.S.C. 78s(b)(2)(B).
    \8\ See Securities Exchange Act Release No. 87062, 84 FR 51193
(September 27, 2019).
    \9\ Amendment No. 3 is available on the Commission's website at
https://www.sec.gov/comments/sr-cboebzx-2019-047/srcboebzx2019047-6402382-198409.pdf.
    \10\ In Amendment No. 4, the Exchange (a) revised the
circumstances under which the Exchange will consider the suspension
of trading in, and will commence delisting proceedings for, a series
of Managed Portfolio Shares to include instances where the Exchange
has halted trading in a series of Managed Portfolio Shares pursuant
to proposed BZX Rule 14.11(k)(4)(B)(iii)(a), and such issue persists
past the trading day in which it occurred; (b) revised its proposed
rule pertaining to trading halts to provide that the Exchange may
consider all relevant factors in exercising its discretion to halt
trading in a series of Managed Portfolio Shares, and that trading
may be halted because of market conditions or for reasons that, in
the view of the Exchange, make trading in the series of Managed
Portfolio Shares inadvisable; (c) stated that the Exchange believes
that the ability to access portfolio information for a series of
Managed Portfolio Shares on an as needed basis pursuant to the
proposed rule will provide it with sufficient information to perform
the necessary regulatory functions associated with listing and
trading series of Managed Portfolio Shares on the Exchange; (d)
discussed why the Exchange believes the proposed rule relating to
trading halts is consistent with the Exchange Act and clarified how
the Exchange would assess the need to halt trading upon receipt of
certain information, or a request to halt trading, from the
Investment Company (as defined below) issuing a series of Managed
Portfolio Shares or its agent; and (e) made other technical,
clarifying, and conforming changes. Amendment No. 4 is available on
the Commission's website at https://www.sec.gov/comments/sr-cboebzx-2019-047/srcboebzx2019047-6463150-199308.pdf.
    \11\ In partial Amendment No. 5, the Exchange clarified that the
portfolio holdings for a series of Managed Portfolio Shares would be
disclosed within at least 60 days following the end of every fiscal
(rather than calendar) quarter. Partial Amendment No. 5 is available
on the Commission's website at https://www.sec.gov/comments/sr-cboebzx-2019-047/srcboebzx2019047-6511364-200228.pdf.
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II. Summary of the Exchange's Description of the Proposed Rule Change,
as Modified by Amendment Nos. 4 and 5 \12\
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    \12\ For a complete description of the Exchange's proposal, as
amended, see Amendment No. 4, supra note 10, and partial Amendment
No. 5, supra note 11.
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    The Exchange proposes to adopt new BZX Rule 14.11(k), which would
govern the listing and trading of ``Managed Portfolio Shares.'' \13\
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    \13\ The Exchange states that the basis of the proposal is the
amended application for exemptive relief under the Investment
Company Act of 1940 (``1940 Act'') filed on April 4, 2019 (``1940
Act Application''). The notice for the 1940 Act Application was
published on April 8, 2019 (``1940 Act Notice'') (File No. 812-
14405) and a subsequent order granting exemptive relief under the
1940 Act to Precidian Funds LLC (``Precidian''), Precidian ETFs
Trust and Precidian ETF Trust II, and Foreside Fund Services, LLC
was issued on May 20, 2019 (``1940 Act Order'' and, collectively,
with the 1940 Act Application and the 1940 Act Notice, ``Exemptive
Relief'').
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A. Key Features of Managed Portfolio Shares

    The Exchange proposes to define the term ``Managed Portfolio
Share'' as a security that: (a) Represents an interest in an investment
company registered under the Investment Company Act of 1940
(``Investment Company'') organized as an open-end management investment
company, that invests in a portfolio of securities selected by the
Investment Company's investment adviser consistent with the Investment
Company's investment objectives and policies; (b) is issued in a
Creation Unit,\14\ or multiples thereof, in return for a designated
portfolio of instruments (and/or an amount of cash) with a value equal
to the next determined net asset value and delivered to the
``Authorized Participant'' (as defined in the Investment Company's Form
N-1A filed with the Commission) through a Confidential Account; \15\
(c) when aggregated into a Redemption Unit,\16\ or

multiples thereof, may be redeemed for a designated portfolio of
instruments (and/or an amount of cash) with a value equal to the next
determined net asset value delivered to the Confidential Account for
the benefit of the Authorized Participant; and (d) the portfolio
holdings for which are disclosed within at least 60 days following the
end of every fiscal quarter.
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    \14\ Proposed BZX Rule 14.11(k)(3)(F) defines a ``Creation
Unit'' as a specified minimum number of Managed Portfolio Shares
issued by an Investment Company at the request of an Authorized
Participant in return for a designated portfolio of instruments and/
or cash.
    \15\ Proposed BZX Rule 14.11(k)(3)(D) defines a ``Confidential
Account'' as an account owned by an Authorized Participant and held
with an AP Representative (as defined below) on behalf of the
Authorized Participant. The account will be established and governed
by contractual agreement between the AP Representative and the
Authorized Participant solely for the purposes of creation and
redemption, while keeping confidential the Creation Basket
constituents of each series of Managed Portfolio Shares, including
from the Authorized Participant. The books and records of the
Confidential Account will be maintained by the AP Representative on
behalf of the Authorized Participant.
    \16\ Proposed BZX Rule 14.11(k)(3)(G) defines a ``Redemption
Unit'' as a specified minimum number of Managed Portfolio Shares
that may be redeemed to an Investment Company at the request of an
Authorized Participant in return for a portfolio of instruments and/
or cash.
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    According to the Exchange, while Investment Companies issuing
Managed Portfolio Shares would be actively-managed, and in that respect
would be similar to those issuing Managed Fund Shares,\17\ Managed
Portfolio Shares would differ from Managed Fund Shares in the following
material respects.
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    \17\ Managed Fund Shares are Shares of actively-managed
Investment Companies listed and traded under BZX Rule 14.11(i).
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     Series of Managed Fund Shares are required to disseminate
their ``Disclosed Portfolio'' at least once daily.\18\ By contrast, the
portfolio for a series of Managed Portfolio Shares would be disclosed
only quarterly.\19\
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    \18\ BZX Rule 14.11(i)(3)(B) defines the term ``Disclosed
Portfolio'' as the identities and quantities of the securities and
other assets held by the Investment Company that will form the basis
for the Investment Company's calculation of net asset value
(``NAV'') at the end of the business day. BZX Rule
14.11(i)(4)(B)(ii)(a) requires that the Disclosed Portfolio be
disseminated at least once daily and be made available to all market
participants at the same time.
    \19\ The Exchange states that the portfolio of a series of
Managed Portfolio Shares would be disclosed at least quarterly in
accordance with normal disclosure requirements otherwise applicable
to open-end investment companies registered under the 1940 Act. See
Amendment No. 4, supra note 10, at 16.
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     In connection with the creation of Shares in Creation
Units or the redemption of Shares in Redemption Units, the delivery or
receipt of any portfolio securities in kind would be effected through
an AP Representative \20\ in a Confidential Account established for the
benefit of the creating or redeeming Authorized Participant without
disclosing the identity of the securities to the Authorized
Participant. To protect the identity and weightings of the portfolio
holdings, a series of Managed Portfolio Shares would sell and redeem
Shares in Creation Units and Redemption Units to Authorized
Participants only through an AP Representative. As such, on each
business day, before commencement of trading in Shares on the Exchange,
each series of Managed Portfolio Shares will provide to the relevant AP
Representative the names and quantities of the instruments comprising a
Creation Basket, i.e., the Deposit Instruments or ``Redemption
Instruments'', and the estimated ``Balancing Amount'' (if any),\21\ for
that day (as further described below). This information will permit
Authorized Participants to purchase Creation Units or redeem Redemption
Units through an in-kind transaction with the fund, as described below.
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    \20\ Proposed BZX Rule 14.11(k)(3)(C) defines an ``AP
Representative'' as an unaffiliated broker-dealer with which an
Authorized Participant has signed an agreement to establish a
Confidential Account for the benefit of such Authorized Participant
that will deliver or receive, on behalf of the Authorized
Participant, all consideration to or from the Investment Company in
a creation or redemption. An AP Representative will not be permitted
to disclose the Creation Basket to any person, including the
Authorized Participants. Proposed BZX Rule 14.11(k)(3)(E) defines
the ``Creation Basket'' as, on any given business day, the names and
quantities of the specified instruments (and/or an amount of cash)
that are required for an AP Representative to deposit in-kind on
behalf of an Authorized Participant in exchange for a Creation Unit
and the names and quantities of the specified instruments (and/or an
amount of cash) that will be transferred in-kind to an AP
Representative on behalf of an Authorized Participant in exchange
for a Redemption Unit, which will be identical and will be
transmitted to each AP Representative before the commencement of
trading.
    \21\ The Balancing Amount is the cash amount necessary for the
applicable fund to receive or pay to compensate for the difference
between the value of the securities delivered as part of a
redemption and the NAV, to the extent that such values are
different.
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     For each series of Managed Portfolio Shares, a ``Verified
Intraday Indicative Value'' (``VIIV'') \22\ would be widely
disseminated by a Reporting Authority \23\ and/or by one or more major
market-data vendors every second during the Exchange's Regular Trading
Hours.\24\ The dissemination of the VIIV will allow investors to
determine the estimated intra-day value of the underlying portfolio of
a series of Managed Portfolio Shares and will provide a close estimate
of that value throughout the trading day.\25\
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    \22\ Proposed BZX Rule 14.11(k)(3)(B) defines the ``Verified
Intraday Indicative Value'' as the indicative value of a Managed
Portfolio Share based on all of the holdings of a series of Managed
Portfolio Shares as of the close of business on the prior business
day and, for corporate actions, based on the applicable holdings as
of the opening of business on the current business day, priced and
disseminated in one second intervals during Regular Trading Hours by
the Reporting Authority.
    \23\ Proposed BZX Rule 14.11(k)(3)(H) defines the term
``Reporting Authority'' in respect of a particular series of Managed
Portfolio Shares as the Exchange, the exchange that lists a
particular series of Managed Portfolio Shares (if the Exchange is
trading such series pursuant to unlisted trading privileges), an
institution, or a reporting service designated by the Investment
Company as the official source for calculating and reporting
information relating to such series, including, the NAV, the VIIV,
or other information relating to the issuance, redemption or trading
of Managed Portfolio Shares. A series of Managed Portfolio Shares
may have more than one Reporting Authority, each having different
functions.
    \24\ As defined in BZX Rule 1.5(w), the term ``Regular Trading
Hours'' means the time between 9:30 a.m. and 4:00 p.m. Eastern Time.
    \25\ See Amendment No. 4, supra note 10, at 17.
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B. Proposed Listing Rules

    The proposed listing rule provides that the Exchange will consider
for trading, whether by listing or pursuant to unlisted trading
privileges, Managed Portfolio Shares that meet the criteria of BZX Rule
14.11(k),\26\ and that the Exchange will file separate proposals under
Section 19(b) of the Exchange Act before the listing and trading Shares
of a series of Managed Portfolio Shares.\27\ Further, transactions in
Managed Portfolio Shares will occur only during Regular Trading
Hours.\28\
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    \26\ See proposed BZX Rule 14.11(k)(1). Proposed BZX Rule
14.11(k)(2) provides that BZX Rule 14.11(k) is applicable only to
Managed Portfolio Shares and that, except to the extent inconsistent
with BZX Rule 14.11(k), or unless the context otherwise requires,
the rules and procedures of the Exchange's Board of Directors shall
be applicable to the trading on the Exchange of such securities.
Proposed BZX Rule 14.11(k)(2) also provides that Managed Portfolio
Shares are included within the definition of ``security'' or
``securities'' as such terms are used in the Rules of the Exchange.
    \27\ See proposed BZX Rule 14.11(k)(2)(A).
    \28\ See proposed BZX Rule 14.11(k)(2)(B).
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    The Exchange will implement and maintain written surveillance
procedures for Managed Portfolio Shares and, as part of these
surveillance procedures, the Investment Company's investment adviser
will, upon request by the Exchange or Financial Industry Regulatory
Authority, Inc. (``FINRA''), on behalf of the Exchange, make available
to the Exchange or FINRA the daily portfolio holdings of each series of
Managed Portfolio Shares.\29\
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    \29\ See proposed BZX Rule 14.11(k)(2)(C).
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    Moreover, according to the proposal, if the investment adviser to
the Investment Company issuing Managed Portfolio Shares is registered
as a broker-dealer or is affiliated with a broker-dealer, such
investment adviser will erect and maintain a ``fire wall'' between the
investment adviser and personnel of the broker-dealer or broker-dealer
affiliate, as applicable, with respect to access to information
concerning the composition of and/or changes to such Investment Company
portfolio and/or the Creation Basket.\30\ Any person related to the
investment adviser or Investment Company who makes decisions pertaining
to the Investment Company's portfolio composition or has access to
information regarding the Investment Company's portfolio composition or
changes thereto or the Creation Basket, must be subject to procedures
designed

to prevent the use and dissemination of material nonpublic information
regarding the applicable Investment Company portfolio or changes
thereto or the Creation Basket.\31\
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    \30\ See proposed BZX Rule 14.11(k)(2)(D).
    \31\ See id.
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    Furthermore, any person or entity, including an AP Representative,
custodian, Reporting Authority, distributor, or administrator, who has
access to information regarding the Investment Company's portfolio
composition or changes thereto or the Creation Basket, must be subject
to procedures designed to prevent the use and dissemination of material
nonpublic information regarding the applicable Investment Company
portfolio or changes thereto or the Creation Basket.\32\ And if any
such person or entity is registered as a broker-dealer or affiliated
with a broker-dealer, such person or entity will erect and maintain a
``fire wall'' between the person or entity and the broker-dealer with
respect to access to information concerning the composition and/or
changes to such Investment Company portfolio or Creation Basket.\33\
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    \32\ See proposed BZX Rule 14.11(k)(2)(E).
    \33\ See id.
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    Finally, proposed BZX Rule 14.11(k)(5) sets forth certain
provisions relating to limitation of Exchange liability in connection
with the issuance of Managed Portfolio Shares, and proposed BZX Rule
14.11(k)(6) sets forth provisions relating to prospectus delivery
requirements under Section 24(d) of the 1940 Act.
Proposed Initial and Continued Listing Criteria
    Proposed BZX Rule 14.11(k)(4)(A) sets forth initial listing
criteria applicable to Managed Portfolio Shares. Each series of Managed
Portfolio Shares will be listed and traded on the Exchange subject to
application of the following initial listing criteria: (a) For each
series, the Exchange will establish a minimum number of Managed
Portfolio Shares required to be outstanding at the time of commencement
of trading on the Exchange; (b) the Exchange will obtain a
representation from the Investment Company that issues each series of
Managed Portfolio Shares that the NAV per share for the series will be
calculated daily and that the NAV will be made available to all market
participants at the same time; and (c) all Managed Portfolio Shares
shall have a stated investment objective, which shall be adhered to
under Normal Market Conditions.\34\
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    \34\ Proposed BZX Rule 14.11(k)(3)(I) defines ``Normal Market
Conditions'' as including, but not limited to, the absence of
trading halts in the applicable financial markets generally;
operational issues (e.g., systems failure) causing dissemination of
inaccurate market information; or force majeure type events such as
natural or manmade disaster, act of God, armed conflict, act of
terrorism, riot or labor disruption or any similar intervening
circumstance.
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    Proposed BZX Rule 14.11(k)(4)(B) sets forth continued listing
criteria for Managed Portfolio Shares. First, as discussed above, the
VIIV for Managed Portfolio Shares must be widely disseminated by the
Reporting Authority and/or by one or more major market data vendors in
one second intervals during Regular Trading Hours, and must be
disseminated to all market participants at the same time.\35\
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    \35\ See proposed BZX Rule 14.11(k)(4)(B)(i). The Exchange also
proposes to amend BZX Rule 14.11(a) to state that any statements or
representations regarding the VIIV specified in any filing to list a
series of Managed Portfolio Shares shall constitute continued
listing requirements for such securities listed on the Exchange.
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    In addition, the Exchange will consider the suspension of trading
in, and will commence delisting proceedings under BZX Rule 14.12 for, a
series of Managed Portfolio Shares under any of the following
circumstances: (a) If, following the initial twelve-month period after
commencement of trading on the Exchange of a series of Managed
Portfolio Shares, there are fewer than 50 beneficial holders of the
series of Managed Portfolio Shares for 30 or more consecutive trading
days; (b) if the Exchange has halted trading in a series of Managed
Portfolio Shares because the VIIV is interrupted pursuant to proposed
BZX Rule 14.11(k)(4)(B)(iii)(b) and such interruption persists past the
trading day in which it occurred or is no longer available; (c) if the
Exchange has halted trading in a series of Managed Portfolio Shares
because the NAV with respect to such series of Managed Portfolio Shares
is not disseminated to all market participants at the same time, the
holdings of such series of Managed Portfolio Shares are not made
available on at least a quarterly basis as required under the 1940 Act,
or such holdings are not made available to all market participants at
the same time pursuant to proposed BZX Rule 14.11(k)(4)(B)(iii)(b) and
such issue persists past the trading day in which it occurred; (d) if
the Exchange has halted trading in a series of Managed Portfolio Shares
pursuant to BZX Rule 14.11(k)(4)(B)(iii)(a) and such issue persists
past the trading day in which it occurred; (e) if the Investment
Company issuing the Managed Portfolio Shares has failed to file any
filings required by the Commission or if the Exchange is aware that the
Investment Company is not in compliance with the conditions of any
applicable exemptive order or no-action relief granted by the
Commission or Commission staff to the Investment Company with respect
to the series of Managed Portfolio Shares; (f) if any of the continued
listing requirements set forth in proposed BZX Rule 14.11(k) are not
continuously maintained; (g) if any of the applicable Continued Listing
Representations \36\ for the issue of Managed Portfolio Shares are not
continuously met; or (h) if such other event shall occur or condition
exists which, in the opinion of the Exchange, makes further dealings on
the Exchange inadvisable.\37\
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    \36\ For the definition of the term ``Continued Listing
Representation'', see infra note 60.
    \37\ See proposed BZX Rule 14.11(k)(4)(B)(ii).
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    Proposed BZX Rule 14.11(k)(4)(B)(iii) sets forth circumstances
under which the Exchange may halt trading in Managed Portfolio Shares.
The Exchange may consider all relevant factors in exercising its
discretion to halt trading in a series of Managed Portfolio Shares.\38\
Trading may be halted because of market conditions or for reasons that,
in the view of the Exchange, make trading in the series of Managed
Portfolio Shares inadvisable, including: (a) The extent to which
trading is not occurring in the securities and/or the financial
instruments comprising the portfolio; or (b) whether other unusual
conditions or circumstances detrimental to the maintenance of a fair
and orderly market are present (any such halt pursuant to proposed BZX
Rule 14.11(k)(4)(B)(iii)(a), a ``Discretionary Halt'').\39\
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    \38\ See proposed BZX Rule 14.11(k)(4)(B)(iii)(a).
    \39\ See id.
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    In addition, if the Exchange becomes aware that: (a) The VIIV of a
series of Managed Portfolio Shares is not being calculated or
disseminated in one second intervals, as required; (b) the NAV with
respect to a series of Managed Portfolio Shares is not disseminated to
all market participants at the same time; (c) the holdings of a series
of Managed Portfolio Shares are not made available on at least a
quarterly basis as required under the 1940 Act; or (d) such holdings
are not made available to all market participants at the same time
(except as otherwise permitted under the applicable exemptive order or
no-action relief granted by the Commission or Commission staff to the
Investment Company with respect to the series of Managed Portfolio
Shares), it will halt trading in such series until such time as the
VIIV, the NAV, or the holdings are

available, as required (any such halt pursuant to proposed BZX Rule
14.11(k)(4)(B)(iii)(b), an ``Availability of Information Halt'').\40\
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    \40\ See proposed BZX Rule 14.11(k)(4)(B)(iii)(b).
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    Finally, proposed BZX Rule 14.11(k)(4)(B)(iv) provides that, upon
termination of an Investment Company, Managed Portfolio Shares issued
in connection with such entity will be removed from Exchange listing,
and proposed BZX Rule 14.11(k)(4)(B)(v) provides that voting rights
shall be as set forth in the applicable Investment Company prospectus
and/or statement of additional information.

C. Surveillance

    As discussed above, proposed BZX Rule 14.11(k)(2)(C) provides that
the Exchange will implement and maintain written surveillance
procedures for Managed Portfolio Shares. As part of these surveillance
procedures, the Investment Company's investment adviser will, upon
request, make available to the Exchange and/or FINRA, on behalf of the
Exchange, the daily portfolio holdings of each series of Managed
Portfolio Shares. The Exchange represents that the ability to access
the information on an as needed basis will provide the Exchange with
sufficient information to perform the necessary regulatory functions
associated with listing and trading series of Managed Portfolio Shares
on the Exchange, including the ability to monitor compliance with the
initial and continued listing requirements as well as the ability to
surveil for manipulation of the Shares.
    The Exchange further represents that its surveillance procedures
are adequate to properly monitor the trading of Managed Portfolio
Shares on the Exchange during all trading sessions and to deter and
detect violations of Exchange rules and the applicable federal
securities laws. The Exchange states that trading of Managed Portfolio
Shares through the Exchange will be subject to the Exchange's
surveillance procedures for derivative products. In addition, the
Exchange states that it will require the issuer of each series of
Managed Portfolio Shares listed on the Exchange to represent that it
will advise the Exchange of any failure by a series of Managed
Portfolio Shares to comply with the continued listing requirements,
and, pursuant to its obligations under Section 19(g)(1) of the Exchange
Act, the Exchange represents that it will surveil for compliance with
the continued listing requirements. If a series of Managed Portfolio
Shares is not in compliance with the applicable listing requirements,
the Exchange represents that it will commence delisting procedures
under BZX Rule 14.12.
    The Exchange further states that it will implement real-time
surveillances that monitor for the continued dissemination of the VIIV
and that it will also have surveillances designed to alert Exchange
personnel where Shares of a series of Managed Portfolio Shares are
trading away from the VIIV.
    The Exchange states that the Exemptive Relief restricts the
investable universe for a series of Managed Portfolio Shares to include
only certain instruments that trade on a U.S. exchange,
contemporaneously with the Shares, and in cash and cash
equivalents.\41\ As such, the Exchange states that any equity
instruments or futures held by a series of Managed Portfolio Shares
operating under the Exemptive Relief or a substantively identical
exemptive order would trade on markets that are a member of Intermarket
Surveillance Group (``ISG'') or affiliated with a member of ISG or with
which the Exchange has in place a comprehensive surveillance sharing
agreement. While future exemptive relief applicable to Managed
Portfolio Shares may expand the investable universe, the Exchange
states that proposed BZX Rule 14.11(k)(2)(A) would require the Exchange
to file separate proposals under Section 19(b) of the Exchange Act
before listing and trading any series of Managed Portfolio Shares and
any such proposal would describe the investable universe for any such
series of Managed Portfolio Shares along with the Exchange's
surveillance procedures applicable to such series.
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    \41\ See Amendment No. 4, supra note 10, at 27-88 (citing to the
1940 Act Notice, supra note 13, at 12, n. 24).
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    The Exchange also states that it has a general policy prohibiting
the distribution of material, non-public information by its employees.

D. Trading Halts

    As discussed above, proposed BZX Rule 14.11(k)(4)(B)(iii) sets
forth circumstances under which the Exchange may halt trading in a
series of Managed Portfolio Shares, including Discretionary Halts and
Availability of Information Halts. The Exchange states that the
proposed Discretionary Halts provide the Exchange with the ability to
halt trading in a series of Managed Portfolio Shares when it determines
that trading in the Shares is inadvisable. This could be based on the
Exchange's own analysis of market conditions being detrimental to a
fair and orderly market and/or information provided by the Investment
Company or its agent. The Exchange states that there are certain
circumstances related to the trading and dissemination of information
related to the underlying holdings of a series of Managed Portfolio
Shares, such as the extent to which trading is not occurring in the
securities and/or financial instruments comprising the portfolio, that
the Exchange may not be in a position to know or become aware of as
expeditiously as the Investment Company or its agent. In addition, the
Exchange notes that there are certain circumstances in which the
Exemptive Relief provides that the Investment Company or their agent
will request that the Exchange halt trading in the applicable series of
Managed Portfolio Shares.\42\ The Exchange states that any such
requests will be one of many factors considered in order to determine
whether to halt trading in a series of Managed Portfolio Shares and
that the Exchange retains sole discretion in determining whether
trading should be halted. The Exchange further states that, upon
receipt of information and/or a request from the Investment Company,
the Exchange would consider the information and/or circumstances
leading to the request as well as other factors both specific to such
issue of Managed Portfolio Shares and the broader market in determining
whether trading in the series of Managed Portfolio Shares is
inadvisable and that halting trading is necessary in order to maintain
a fair and orderly market.
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    \42\ Specifically, the Exemptive Relief provides that the
Investment Company or their agent will request that the Exchange
halt trading in the applicable series of Managed Portfolio Shares
where: (a) The intraday indicative values calculated by the
calculation engine(s) differ by more than 25 basis points for 60
seconds in connection with pricing of the VIIV; or (b) holdings
representing 10% or more of a series of Managed Portfolio Shares'
portfolio have become subject to a trading halt or otherwise do not
have readily available market quotations. See 1940 Act Application,
supra note 13, at 22-23, 29. As described in the Exemptive Relief,
each series of Managed Portfolio Shares would employ two separate
calculation engines to provide two independently calculated sources
of intraday indicative values, and a pricing verification agent to
compare the two data streams from the calculation engines on a real
time basis. See 1940 Act Application, supra note 13, at 22-23.
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    With respect to the proposed Availability of Information Halt
relating to dissemination of VIIV, the Exchange notes that the
Commission has already determined that the requirement that the VIIV be
disseminated every second is appropriate.\43\ With respect to the
proposed Availability of Information halts relating to dissemination of
NAV and portfolio holdings, the Exchange

states that such halts are generally consistent with, and designed to
address the same concerns about asymmetry of information as, BZX Rule
14.11(i)(4)(iv), which relates to trading halts in Managed Fund
Shares.\44\ In addition, the Exchange states that the quarterly
disclosure of portfolio holdings is a fundamental component of Managed
Portfolio Shares that allows market participants to better understand
the strategy of the funds and to monitor how closely trading in the
funds is tracking the value of the underlying portfolio. It further
states that when such information is not being disclosed as required,
trading in the shares is inadvisable and it is necessary and
appropriate to halt trading.
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    \43\ See Amendment No. 4, supra note 10 at 45, n. 39 (citing to
1940 Application, supra note 13, at 4 and 1940 Act Notice, supra
note 13, at 11).
    \44\ BZX Rule 14.11(i)(4)(iv) provides that ``[i]f the Intraday
Indicative Value of a series of Managed Fund Shares is not being
disseminated as required, the Exchange may halt trading during the
day in which the interruption to the dissemination of the Intraday
Indicative Value occurs. If the interruption to the dissemination of
the Intraday Indicative Value persists past the trading day in which
it occurred, the Exchange will halt trading no later than the
beginning of the trading day following the interruption. In
addition, if the Exchange becomes aware that the net asset value or
the Disclosed Portfolio with respect to a series of Managed Fund
Shares is not disseminated to all market participants at the same
time, it will halt trading in such series until such time as the net
asset value or the Disclosed Portfolio is available to all market
participants.''
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E. Availability of Information

    The Exchange represents that Form N-PORT requires reporting of a
series of Managed Portfolio Shares' complete portfolio holdings on a
position-by-position basis on a quarterly basis within 60 days after
fiscal quarter end, and that investors can obtain a fund's Statement of
Additional Information (SAI), its Shareholder Reports, its Form N-CSR,
filed twice a year, and its Form N-CEN, filed annually. The Exchange
represents that a series of Managed Portfolio Shares' SAI and
Shareholder Reports are available free upon request from the Investment
Company, and those documents and the Form N-PORT, Form N-CSR, and Form
N-CEN may be viewed on-screen or downloaded from the Commission's
website at www.sec.gov.
    The Exchange represents that information regarding market price and
trading volume of a series of Managed Portfolio Shares will be
continually available on a real-time basis throughout the day on
brokers' computer screens and other electronic services, and
information regarding the previous day's closing price and trading
volume information for a series of Managed Portfolio Shares will be
published daily in the financial section of newspapers. Quotation and
last sale information for a series of Managed Portfolio Shares will be
available via the Consolidated Tape Association high-speed line. In
addition, the VIIV will be widely disseminated by the Reporting
Authority and/or one or more major market data vendors in one second
intervals during Regular Trading Hours.

F. Trading Rules

    The Exchange deems Managed Portfolio Shares to be equity
securities, thus rendering trading in the Shares subject to the
Exchange's existing rules governing the trading of equity securities.
Managed Portfolio Shares will trade on the Exchange only during Regular
Trading Hours as provided in proposed BZX Rule 14.11(k)(2)(B). As
provided in BZX Rule 11.11(a), the minimum price variation for quoting
and entry of orders in securities traded on the Exchange is $0.01, with
the exception of securities that are priced less than $1.00, for which
the minimum price variation for order entry is $0.0001.

G. Information Circular

    Prior to the commencement of trading of a series of Managed
Portfolio Shares, the Exchange will inform its members in an
Information Circular (``Circular'') of the special characteristics and
risks associated with trading the Shares. Specifically, the Circular
will discuss the following: (a) The procedures for purchases and
redemptions of the Managed Portfolio Shares; (b) BZX Rule 3.7, which
imposes suitability obligations on Exchange members with respect to
recommending transactions in the Managed Portfolio Shares to customers;
(c) how information regarding the VIIV is disseminated; (d) the
requirement that members deliver a prospectus to investors purchasing
newly issued Managed Portfolio Shares prior to or concurrently with the
confirmation of a transaction; (e) trading information; and (f) that
the portfolio holdings of the Managed Portfolio Shares are not
disclosed on a daily basis.
    In addition, the Circular will reference that the series of Managed
Portfolio Shares is subject to various fees and expenses described in
the applicable registration statement. The Circular will discuss any
exemptive, no-action, and interpretive relief granted by the Commission
from any rules under the Exchange Act. The Circular will also disclose
that the NAV for the Managed Portfolio Shares will be calculated after
4:00 p.m., Eastern Time each trading day.

III. Discussion and Commission Findings

    After careful review, the Commission finds that the Exchange's
proposal to adopt BZX Rule 14.11(k) to permit the listing and trading
of Managed Portfolio Shares is consistent with the Exchange Act and the
rules and regulations thereunder applicable to a national securities
exchange.\45\ In particular, the Commission finds that the proposed
rule change, as modified by Amendment Nos. 4 and 5, is consistent with
Section 6(b)(5) of the Exchange Act,\46\ which requires, among other
things, that the Exchange's rules be designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to 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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    \45\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
    \46\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    Pursuant to the Exemptive Relief,\47\ Managed Portfolio Shares
would be required to publicly disclose the portfolio holdings
information on a quarterly, rather than daily, basis, within at least
60 days following the end of every fiscal quarter. Although Managed
Portfolio Shares would, in this regard, be different from other types
of exchange-traded funds currently listed and traded on the Exchange,
for reasons described below, the Commission believes that BZX Rule
14.11(k) is sufficiently designed to be consistent with the Exchange
Act and to help prevent fraudulent and manipulative acts and practices
and to maintain a fair and orderly market for Managed Portfolio Shares.
Further, the Commission notes that the proposed listing and trading
rules for Managed Portfolio Shares, where appropriate, are similar to
existing Exchange rules relating to exchange-traded funds, including
Managed Fund Shares.\48\
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    \47\ See supra note 13.
    \48\ The proposed rules relating to limitation of liability
(proposed BZX Rule 14.11(k)(5)), disclosures (proposed BZX Rule
14.11(k)(6)), termination (proposed BZX Rule 14.11(k)(4)(B)(iv)),
and voting (proposed BZX Rule 14.11(k)(4)(B)(v)) are substantively
similar or identical to existing provisions for Managed Fund Shares.
See BZX Rule 14.11(i)(5), BZX Rule 14.11(i)(6), BZX Rule
14.11(i)(4)(B)(v), and BZX Rule 14.11(i)(4)(B)(vi), respectively.
---------------------------------------------------------------------------

    The Commission finds that the Exchange's proposal contains adequate
rules and procedures to govern the listing and trading of Managed
Portfolio Shares on the Exchange. Prior to listing

and/or trading on the Exchange, the Exchange must file a separate
proposed rule change pursuant to Section 19(b) of the Exchange Act for
each series of Managed Portfolio Shares.\49\ All such securities listed
and/or traded under proposed BZX Rule 14.11(k) will be subject to the
full panoply of BZX rules and procedures that currently govern the
trading of equity securities on the Exchange.
---------------------------------------------------------------------------

    \49\ See proposed BZX Rule 14.11(k)(2)(A).
---------------------------------------------------------------------------

    For the initial listing of each series of Managed Portfolio Shares
under proposed BZX Rule 14.11(k), the Exchange must establish a minimum
number of Managed Portfolio Shares required to be outstanding at the
commencement of trading. In addition, the Exchange must obtain a
representation from the issuer of Managed Portfolio Shares that the NAV
per share will be calculated daily and that the NAV will be made
available to all market participants at the same time. Moreover, all
Managed Portfolio Shares must have a stated investment objective, which
must be adhered to under Normal Market Conditions. These requirements
are identical to the initial listing requirements that currently apply
to Managed Fund Shares.\50\
---------------------------------------------------------------------------

    \50\ See BZX Rule 14.11(i)(4)(A).
---------------------------------------------------------------------------

    Although the portfolio holdings of the Managed Portfolio Shares are
not publicly disclosed on a daily basis, the Commission believes that
the proposed continued listing standards and trading rules under
proposed BZX Rule 14.11(k) are adequate to ensure transparency of key
values and information regarding the securities. The Commission notes
that, for continued listing of each series of Managed Portfolio Shares,
the VIIV will be widely disseminated by the Reporting Authority and/or
one or more major market data vendors in one second intervals during
Regular Trading Hours, and will be disseminated to all market
participants at the same time. Further, transactions in Managed
Portfolio Shares would be permitted only during Regular Trading Hours,
when one second VIIVs would be available. In addition, like all other
registered management investment companies, each series of Managed
Portfolio Shares would be required to publicly disclose its portfolio
holdings information on a quarterly basis, within at least 60 days
following the end of every fiscal quarter.\51\ Moreover, the Exchange
represents that a series of Managed Portfolio Shares' Statement of
Additional Information and shareholder reports will be available for
free upon request from the Investment Company, and that those documents
and the Form N-PORT, Form N-CSR, and Form N-CEN may be viewed on-screen
or downloaded from the Commission's website at www.sec.gov.
---------------------------------------------------------------------------

    \51\ See proposed BZX Rule 14.11(k)(3)(A). See also Rules 30e-1;
30d-1; and 30b1-5 under the 1940 Act.
---------------------------------------------------------------------------

    The Commission finds that the Exchange's rules with respect to
trading halts under proposed BZX Rule 14.11(k) should also help ensure
the availability of key values and information relating to Managed
Portfolio Shares. For instance, if the Exchange becomes aware that the
VIIV of a series of Managed Portfolio Shares is not being calculated or
disseminated in one second intervals, as required, the Exchange will
halt trading in such series until the VIIV is available as
required.\52\ If the interruption of the VIIV persists past the trading
day in which it occurred or the VIIV is no longer available, the
Exchange will consider the suspension of trading in the series of
Managed Portfolio Shares, and will commence delisting proceedings under
BZX Rule 14.12.\53\ In addition, if the Exchange becomes aware that the
NAV with respect to a series of Managed Portfolio Shares is not being
disseminated to all market participants at the same time, the holdings
of a series of Managed Portfolio Shares are not made available on at
least a quarterly basis as required under the 1940 Act, or such
holdings are not available to all market participants at the same time
(except as otherwise permitted under the applicable exemptive order or
no-action relief granted by the Commission or Commission staff to the
Investment Company with respect to the series of Managed Portfolio
Shares), the Exchange will halt trading until the NAV or the holdings
are available as required.\54\ If any of these issues persists past the
trading day in which it occurs, the Exchange will consider the
suspension of trading in the series of Managed Portfolio Shares, and
will commence delisting proceedings under BZX Rule 14.12.\55\
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    \52\ See proposed BZX Rule 14.11(k)(4)(B)(iii)(b).
    \53\ See proposed BZX Rule 14.11(k)(4)(B)(ii)(b).
    \54\ See proposed BZX Rule 14.11(k)(4)(B)(iii)(b).
    \55\ See proposed BZX Rule 14.11(k)(4)(B)(ii)(c).
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    The Commission also finds that the Exchange's rules with respect to
trading halts and suspensions under proposed BZX Rule 14.11(k) are
designed to help maintain a fair and orderly market. According to the
proposal, the Exchange may consider all relevant factors in exercising
its discretion to halt trading in a series of Managed Portfolio Shares.
Further, trading may be halted because of market conditions or for
reasons that, in the view of the Exchange, make trading in the series
of Managed Portfolio Shares inadvisable.\56\ These may include the
extent to which trading is not occurring in the securities and/or the
financial instruments comprising the portfolio, or whether other
unusual conditions or circumstances detrimental to the maintenance of a
fair and orderly market are present. If such issue persists past the
trading day in which it occurred, the Exchange will consider the
suspension of trading in, and will commence delisting proceedings for,
a series of Managed Portfolio Shares.
---------------------------------------------------------------------------

    \56\ See proposed BZX Rule 14.11(k)(4)(B)(iii)(a).
---------------------------------------------------------------------------

    Other provisions of the Exchange's rule pertaining to suspension
are substantially consistent with provisions that currently exist for
Managed Fund Shares. Those provisions state that the Exchange will
consider the suspension of trading in, and will commence delisting
proceedings under BZX Rule 14.12 for, a series of Managed Portfolio
Shares if: (a) Following the initial twelve-month period after
commencement of trading on the Exchange of a series of Managed
Portfolio Shares, there are fewer than 50 beneficial holders of the
series of the Managed Portfolio Shares for 30 or more consecutive
trading days; \57\ (b) the Investment Company issuing the Managed
Portfolio Shares has failed to file any required filings with the
Commission, or if the Exchange becomes aware that the Investment
Company is not in compliance with the conditions of any applicable
exemptive order or no-action relief granted by the Commission or
Commission staff to the Investment Company with respect to the series
of Managed Portfolio Shares; \58\ (c) any of the continued listing
requirements set forth in BZX Rule 14.11(k) are not continuously
maintained; \59\ (d) any of the applicable Continued Listing
Representations \60\ for the issue of Managed Portfolio Shares are not
continuously met; \61\ or (e) such other event shall occur or condition
exists which, in the opinion of the Exchange, makes further dealings of
the

Managed Portfolio Shares on the Exchange inadvisable.\62\
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    \57\ See proposed BZX Rule 14.11(k)(4)(B)(ii)(a).
    \58\ See proposed BZX Rule 14.11(k)(4)(B)(ii)(e).
    \59\ See proposed BZX Rule 14.11(k)(4)(B)(ii)(f).
    \60\ As proposed to be amended, BZX Rule 14.11(a) defines
``Continued Listing Representations'' as any of the statements or
representations regarding the index composition, the description of
the portfolio or reference assets, limitations on portfolio holdings
or reference assets, dissemination and availability of index,
reference asset, intraday indicative values, and VIIV (as
applicable), or the applicability of Exchange listing rules
specified in any filing to list a series of Other Securities (as
defined in BZX Rule 14.11(a)).
    \61\ See proposed BZX Rule 14.11(k)(3)(B)(ii)(g).
    \62\ See proposed BZX Rule 14.11(k)(3)(B)(ii)(h).
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    Finally, the Commission believes that the requirements of proposed
BZX Rule 14.11(k) are consistent with the Exchange Act and, more
specifically, are reasonably designed to help prevent fraudulent and
manipulative acts and practices. The Commission notes that, because
Managed Portfolio Shares would not publicly disclose on a daily basis
information pertaining to the portfolio holdings, it is vital that such
information be kept confidential and not be subject to misuse.
Accordingly, to help ensure that the portfolio information be kept
confidential and the Shares not be susceptible to fraud or
manipulation, proposed BZX Rule 14.11(k)(2)(D) requires that, if the
investment adviser to the Investment Company issuing Managed Portfolio
Shares is registered as a broker-dealer or is affiliated with a broker-
dealer, such investment adviser must erect a ``fire wall'' between such
investment adviser and personnel of the broker-dealer or broker-dealer
affiliate, as applicable, with respect to access to information
concerning the composition of and/or changes to such Investment
Company's portfolio and/or the Creation Basket. Further, the Rule also
requires that any person related to the investment adviser or
Investment Company who makes decisions pertaining to the Investment
Company's portfolio composition or has access to information regarding
the Investment Company's portfolio composition or changes thereto or
the Creation Basket must be subject to procedures designed to prevent
the use and dissemination of material nonpublic information regarding
the applicable Investment Company portfolio or changes thereto or the
Creation Basket. In addition, proposed BZX Rule 14.11(k)(2)(E) provides
that any person or entity, including an AP Representative, custodian,
Reporting Authority, distributor, or administrator, who has access to
information regarding the Investment Company's portfolio composition or
changes thereto or the Creation Basket, must be subject to procedures
designed to prevent the use and dissemination of material nonpublic
information regarding the applicable Investment Company portfolio or
changes thereto or the Creation Basket. Moreover, if any such person or
entity is registered as a broker-dealer or affiliated with a broker-
dealer, such person or entity must erect and maintain a ``fire wall''
between the person or entity and the broker-dealer with respect to
access to information concerning the composition and/or changes to such
Investment Company portfolio or Creation Basket. The proposed rules
also require that the Exchange will implement and maintain surveillance
procedures. Finally, to ensure that the Exchange has the appropriate
information to monitor and surveil its market, BZX Rule 14.11(k)
requires that the Investment Company's investment adviser will upon
request by the Exchange or FINRA, on behalf of the Exchange, make
available to the Exchange or FINRA the daily portfolio holdings of each
series of Managed Portfolio Shares.\63\
---------------------------------------------------------------------------

    \63\ See proposed BZX Rule 14.11(k)(2)(C).
---------------------------------------------------------------------------

    For the reasons discussed above, the Commission finds that proposed
BZX Rule 14.11(k) for Managed Portfolio Shares is consistent with
Section 6(b)(5) of the Exchange Act.

IV. Solicitation of Comments on Amendment Nos. 4 and 5 to the Proposed
Rule Change

    Interested persons are invited to submit written data, views, and
arguments concerning whether Amendment Nos. 4 and 5 are consistent with
the Exchange 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_ADDRESS>Please include
File Number SR-CboeBZX-2019-047 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-CboeBZX-2019-047. 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-CboeBZX-2019-047, and should be
submitted on or before January 10, 2020.

V. Accelerated Approval of Proposed Rule Change, as Modified by
Amendment Nos. 4 and 5

    The Commission finds good cause to approve the proposed rule
change, as modified by Amendment Nos. 4 and 5, prior to the thirtieth
day after the date of publication of notice of the filing of Amendment
Nos. 4 and 5 in the Federal Register. In Amendment No. 4, the Exchange
revised the circumstances under which it proposed to halt trading in,
consider the suspension of trading in, and commence delisting
proceedings for, a series of Managed Portfolio Shares. Amendment Nos. 4
and 5 also provide other clarifications and additional information to
the proposed rule change.\64\ The changes and additional information in
Amendment Nos. 4 and 5 assist the Commission in finding that the
proposal is consistent with the Exchange Act. Accordingly, the
Commission finds good cause, pursuant to Section 19(b)(2) of the
Exchange Act,\65\ to approve the proposed rule change, as modified by
Amendment Nos. 4 and 5, on an accelerated basis.
---------------------------------------------------------------------------

    \64\ See supra notes 10 and 11.
    \65\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Exchange Act \66\ that the proposed rule change (SR-CboeBZX-2019-047),
as modified by Amendment Nos. 4 and 5, be, and hereby is, approved on
an accelerated basis.
---------------------------------------------------------------------------

    \66\ 15 U.S.C. 78s(b)(2).

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    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\67\
---------------------------------------------------------------------------

    \67\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2019-27455 Filed 12-19-19; 8:45 am]
 BILLING CODE 8011-01-P