Federal Register / Vol. 86, No. 5 / Friday, January 8, 2021 / Notices 1555 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3Capitalized terms used but not defined herein 

have the meanings specified in the 

Rules. 

directly or indirectly by the Adviser or 

a parent or sister company of the 

Adviser, and any material impact the 

proposed Subadvisory Agreement may 

have on that interest; 

(ii) any arrangement or understanding 

in which the Adviser or any parent or 

sister company of the Adviser is a 

participant that (A) may have had a 

material effect on the proposed 

Subadviser Change or Subadviser 

Review, or (B) may be materially 

affected by the proposed Subadviser 

Change or Subadviser Review; 

(iii) any material interest in a 

Subadviser held directly or indirectly by 

an officer or Trustee of the Subadvised 

Fund, or an officer or board member of 

the Adviser (other than through a 

pooled investment vehicle not 

controlled by such person); and 

(iv) any other information that may be 

relevant to the Board in evaluating any 

potential material conflicts of interest in 

the proposed Subadviser Change or 

Subadviser Review. 

(b) the Board, including a majority of 

the Independent Trustees, will make a 

separate finding, reflected in the Board 

minutes, that the Subadviser Change or 

continuation after Subadviser Review is 

in the best interests of the Subadvised 

Fund and its shareholders and, based on 

the information provided to the Board, 

does not involve a conflict of interest 

from which the Adviser, a Subadviser, 

any officer or Trustee of the Subadvised 

Fund, or any officer or board member of 

the Adviser derives an inappropriate 

advantage. 

9. Each Subadvised Fund will 

disclose in its registration statement the 

Aggregate Fee Disclosure. 

10. In the event that the Commission 

adopts a rule under the Act providing 

substantially similar relief to that in the 

order requested in the Application, the 

requested order will expire on the 

effective date of that rule. 

11. Any new Subadvisory Agreement 

or any amendment to an existing 

Investment Advisory Agreement or 

Subadvisory Agreement that directly or 

indirectly results in an increase in the 

aggregate advisory fee rate payable by 

the Subadvised Fund will be submitted 

to the Subadvised Fund’s shareholders 

for approval. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–00089 Filed 1–7–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90841; File No. SR–ICC– 

2020–014] 

Self-Regulatory Organizations; ICE 

Clear Credit LLC; Notice of Filing of 

Proposed Rule Change Relating to the 

ICC Clearing Participant Default 

Management Procedures 

January 4, 2021. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 1 and 

Rule 19b–4 thereunder,2 notice is 

hereby given that on December 22, 2020, 

ICE Clear Credit LLC (‘‘ICC’’) filed with 

the Securities and Exchange 

Commission the proposed rule change 

as described in Items I, II and III below, 

which Items have been prepared 

primarily by ICC. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

The principal purpose of the 

proposed rule change is to revise the 

ICC Clearing Participant (‘‘CP’’) Default 

Management Procedures (‘‘Default 

Management Procedures’’). These 

revisions do not require any changes to 

the ICC Clearing Rules (the ‘‘Rules’’).3

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, ICC 

included statements concerning the 

purpose of and basis for the proposed 

rule change, security-based swap 

submission, or advance notice and 

discussed any comments it received on 

the proposed rule change, securitybased swap submission, or advance 

notice. The text of these statements may 

be examined at the places specified in 

Item IV below. ICC has prepared 

summaries, set forth in sections (A), (B), 

and (C) below, of the most significant 

aspects of these statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

(a) Purpose 

ICC proposes to revise the Default 

Management Procedures, which set 

forth ICC’s default management process, 

including the actions taken by ICC to 

determine that a CP is in default as well 

as the actions taken by ICC in 

connection with such default to closeout the defaulter’s portfolio. These 

revisions do not require any changes to 

ICC’s existing default management rules 

or any other procedures as they are 

limited to clarification changes that 

formalize the process for convening the 

CDS Default Committee remotely and 

minor updates regarding notifications 

sent as part of the default management 

process. ICC believes such revisions will 

facilitate the prompt and accurate 

clearance and settlement of securities 

transactions and derivative agreements, 

contracts, and transactions for which it 

is responsible. ICC proposes to make 

such changes effective following 

Commission approval of the proposed 

rule change. The proposed revisions are 

described in detail as follows. 

ICC proposes revisions to Subsection 

4.4 (Secure Trading Facility) related to 

convening the ICC CDS Default 

Committee, which consists of trading 

personnel seconded from CPs to assist 

with default management. The proposed 

changes specify that ICC may convene 

its CDS Default Committee in a private 

room at its offices (‘‘Secure Trading 

Facility’’) or remotely by teleconference 

(‘‘Remote Trader Consultation’’) in the 

event the committee is unable to meet 

in person. The decision of whether to 

convene in person or remotely would be 

made by the ICC Chief Risk Officer 

(‘‘CRO’’) and would depend on the 

circumstances at the time of the 

declaration of the default. 

ICC also proposes updates to Section 

6 (Default Declaration). The proposed 

changes to Subsection 6.1.5 (CCO PreDeclaration Initiated Actions) allow the 

ICC Chief Compliance Officer (‘‘CCO’’) 

to inform the Commission and the 

Commodity Futures Trading 

Commission (‘‘CFTC’’) by telephone or 

email of a potential default and further 

direct the CCO to inform other 

regulators of the potential default as 

may be required. Amended Subsection 

6.4 (Default Declaration Notification) 

similarly directs the CCO to notify other 

regulators (in addition to the 

Commission and the CFTC) of a default 

if applicable and includes a minor edit 

to replace ‘‘all’’ with ‘‘above’’ in the 

phrase ‘‘CCO confirming all 

notifications.’’ The proposed updates to 

Subsection 6.5.3 (CRO Post-Declaration 

Preparation) relate to the CRO’s actions 

to convene the CDS Default Committee 

following a declaration of default, 

including the CRO’s determination of 

whether this committee meets in person 

or remotely, and distinguish certain 

actions that would be taken for an inperson CDS Default Committee meeting. 


tkelley on DSKBCP9HB2PROD with NOTICES
1556 Federal Register / Vol. 86, No. 5 / Friday, January 8, 2021 / Notices 

4 15 U.S.C. 78q–1. 

5 17 CFR 240.17Ad–22. 

6 15 U.S.C. 78q–1(b)(3)(F). 

7 Id. 

8 Id. 

9 17 CFR 240.17Ad–22. 

10 17 CFR 240.17Ad–22(e)(2)(i) and (v). 

11 Id. 

12 17 CFR 240.17Ad–22(e)(4)(ii). 

13 Id. 

14 17 CFR 240.17Ad–22(e)(13). 

The proposed revisions to Subsection 

6.5.4 (CCO Post-Declaration Actions) 

make minor clarifications in respect of 

the notice that the CCO provides to the 

compliance personnel of a CDS Default 

Committee member following a 

declaration of a default. 

ICC further proposes changes to 

Section 7 (CDS Default Committee 

Consultation). The proposed changes 

reference ICC’s ability to convene the 

CDS Default Committee remotely. 

Amended Subsection 7.1 (Convening a 

CDS Default Committee Meeting) 

formalizes the process for convening a 

CDS Default Committee remotely by 

teleconference, including how notice is 

provided to CDS Default Committee 

members and what is included in the 

notice. The changes also distinguish 

what actions would be taken in 

connection with convening the CDS 

Default Committee at the Secure 

Trading Facility, by Remote Trader 

Consultation, or by either means. 

Amended Subsection 7.3 (Initial CDS 

Default Committee Meeting) specifies 

that certain actions are conducted where 

technologically practicable during the 

initial CDS Default Committee meeting 

and includes minor grammatical 

updates, including adding a 

parenthetical and updating the sentence 

structure for clarity. 

(b) Statutory Basis 

ICC believes that the proposed rule 

change is consistent with the 

requirements of Section 17A of the Act 4

and the regulations thereunder 

applicable to it, including the applicable 

standards under Rule 17Ad–22.5 In 

particular, Section 17A(b)(3)(F) of the 

Act 6 requires that the rule change be 

consistent with the prompt and accurate 

clearance and settlement of securities 

transactions and derivative agreements, 

contracts and transactions cleared by 

ICC, the safeguarding of securities and 

funds in the custody or control of ICC 

or for which it is responsible, and the 

protection of investors and the public 

interest. ICC believes that the proposed 

rule change is consistent with the 

requirements of the Act and the rules 

and regulations thereunder applicable to 

ICC, in particular, to Section 

17(A)(b)(3)(F),7 because the proposed 

rule change enhances ICC’s ability to 

manage the risk of a default by 

formalizing the process for convening 

the CDS Default Committee remotely 

and including minor updates regarding 

notifications sent as part of the default 

management process. The clarification 

and clean-up changes ensure that the 

documentation of ICC’s Default 

Management Procedures remains up-todate, transparent, and focused on clearly 

articulating the policies and procedures 

used to support ICC’s default 

management process such that ICC can 

take timely action in case of a default. 

ICC believes that such changes augment 

ICC’s procedures relating to default 

management and enhance ICC’s ability 

to withstand defaults and continue 

providing clearing services, thereby 

promoting the prompt and accurate 

clearance and settlement of securities 

transactions, derivatives agreements, 

contracts, and transactions; the 

safeguarding of securities and funds 

which are in the custody or control of 

ICC or for which it is responsible; and 

the protection of investors and the 

public interest. As such, the proposed 

rule change is designed to promote the 

prompt and accurate clearance and 

settlement of securities transactions, 

derivatives agreements, contracts, and 

transactions; to contribute to the 

safeguarding of securities and funds 

associated with security-based swap 

transactions in ICC’s custody or control, 

or for which ICC is responsible; and, in 

general, to protect investors and the 

public interest within the meaning of 

Section 17A(b)(3)(F) of the Act.8

The amendments would also satisfy 

relevant requirements of Rule 17Ad– 

22.9 Rule 17Ad–22(e)(2)(i) and (v) 10

requires each covered clearing agency to 

establish, implement, maintain, and 

enforce written policies and procedures 

reasonably designed to provide for 

governance arrangements that are clear 

and transparent and specify clear and 

direct lines of responsibility. The 

Default Management Procedures clearly 

assign and document responsibility and 

accountability for default management 

actions and decisions. The proposed 

changes specify that the CRO is 

responsible for determining whether to 

convene the CDS Default Committee in 

person or remotely by teleconference. 

Moreover, the proposed revisions 

continue to allow for feedback from, and 

notification to, relevant stakeholders, 

such as the CDS Default Committee, 

CPs, and regulators. These governance 

arrangements are clear and transparent, 

such that information relating to the 

assignment of responsibilities and the 

requisite involvement of relevant 

committees and ICC personnel is clearly 

documented. In ICC’s view, the 

proposed rule change continues to 

ensure that ICC maintains policies and 

procedures that are reasonably designed 

to provide for clear and transparent 

governance arrangements and specify 

clear and direct lines of responsibility, 

consistent with Rule 17Ad–22(e)(2)(i) 

and (v).11

Rule 17Ad–22(e)(4)(ii) 12 requires 

each covered clearing agency to 

establish, implement, maintain, and 

enforce written policies and procedures 

reasonably designed to effectively 

identify, measure, monitor, and manage 

its credit exposures to participants and 

those arising from its payment, clearing, 

and settlement processes, including by 

maintaining additional financial 

resources at the minimum to enable it 

to cover a wide range of foreseeable 

stress scenarios that include, but are not 

limited to, the default of the two 

participant families that would 

potentially cause the largest aggregate 

credit exposure for the covered clearing 

agency in extreme but plausible market 

conditions. The proposed changes set 

out procedures for convening the CDS 

Default Committee remotely, which 

enhances ICC’s ability to manage a 

default if circumstances prevent the 

CDS Default Committee from meeting in 

person. The proposed changes further 

enhance ICC’s procedures for managing 

a default by ensuring that relevant 

individuals are notified, including 

through additional details on how 

individuals are notified and what is 

included in the notice, and can take 

timely action during the default 

management process. As such, the 

proposed amendments would 

strengthen ICC’s ability to maintain its 

financial resources and withstand the 

pressures of defaults, consistent with 

the requirements of Rule 17Ad– 

22(e)(4)(ii).13

Rule 17Ad–22(e)(13) 14 requires each 

covered clearing agency to establish, 

implement, maintain, and enforce 

written policies and procedures 

reasonably designed to ensure it has the 

authority and operational capacity to 

take timely action to contain losses and 

liquidity demands and continue to meet 

its obligations by, at a minimum, 

requiring its participants and, when 

practicable, other stakeholders to 

participate in the testing and review of 

its default procedures, including any 

close-out procedures, at least annually 

and following material changes thereto. 

The proposed changes continue to 

ensure that ICC can take timely action 

to contain losses and liquidity demands 


tkelley on DSKBCP9HB2PROD with NOTICES
Federal Register / Vol. 86, No. 5 / Friday, January 8, 2021 / Notices 1557 

15 Id. 16 17 CFR 200.30–3(a)(12). 

and continue meeting its obligations in 

the event of a default, including by 

formalizing and detailing procedures for 

convening the CDS Default Committee 

remotely, which promotes ICC’s ability 

to efficiently and safely manage its 

close-out process where the CDS Default 

Committee cannot meet in person, 

thereby enhancing ICC’s ability to 

withstand defaults and continue 

providing clearing services. 

Additionally, ICC believes that the 

notification related updates and cleanup changes further enhance ICC’s 

default management process by 

ensuring that relevant stakeholders 

receive necessary information and that 

the Default Management Procedures 

remain up-to-date, clear, and 

transparent to ensure that ICC can take 

timely action to contain losses and 

liquidity demands and continue 

meeting its obligations in the event of a 

default. Therefore, ICC believes the 

proposed rule change is consistent with 

the requirements of Rule 17ad– 

22(e)(13).15

(B) Clearing Agency’s Statement on 

Burden on Competition 

ICC does not believe the proposed 

rule change would have any impact, or 

impose any burden, on competition. 

The proposed changes to the Default 

Management Procedures will apply 

uniformly across all market participants. 

Therefore, ICC does not believe the 

amendments would impose any burden 

on competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants or Others 

Written comments relating to the 

proposed rule change have not been 

solicited or received. ICC will notify the 

Commission of any written comments 

received by ICC. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) By order approve or disapprove 

such proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

ICC–2020–014 on the subject line. 

Paper Comments 

Send paper comments in triplicate to 

Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549. 

All submissions should refer to File 

Number SR–ICC–2020–014. 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 such 

filings will also be available for 

inspection and copying at the principal 

office of ICE Clear Credit and on ICE 

Clear Credit’s website at https://

www.theice.com/clear-credit/regulation. 

All comments received will be posted 

without change. Persons submitting 

comments are cautioned that we do not 

redact or edit personal identifying 

information from comment submissions. 

You should submit only information 

that you wish to make available 

publicly. All submissions should refer 

to File Number SR–ICC–2020–014 and 

should be submitted on or before 

January 29, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–00096 Filed 1–7–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

TIME AND DATE: 2:00 p.m. on Wednesday, 

January 13, 2021. 

PLACE: The meeting will be held via 

remote means and/or at the 

Commission’s headquarters, 100 F 

Street NE, Washington, DC 20549. 

STATUS: This meeting will be closed to 

the public. 

MATTERS TO BE CONSIDERED: 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the closed meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

In the event that the time, date, or 

location of this meeting changes, an 

announcement of the change, along with 

the new time, date, and/or place of the 

meeting will be posted on the 

Commission’s website at https://

www.sec.gov. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B) 

and (10) and 17 CFR 200.402(a)(3), 

(a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and 

(a)(10), permit consideration of the 

scheduled matters at the closed meeting. 

The subject matter of the closed 

meeting will consist of the following 

topics: 

Institution and settlement of 

injunctive actions; 

Institution and settlement of 

administrative proceedings; 

Resolution of litigation claims; and 

Other matters relating to enforcement 

proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting agenda items that 

may consist of adjudicatory, 

examination, litigation, or regulatory 

matters. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information; please contact 

Vanessa A. Countryman from the Office 

of the Secretary at (202) 551–5400. 


tkelley on DSKBCP9HB2PROD with NOTICES