Federal Register / Vol. 86, No. 144 / Friday, July 30, 2021 / Notices 41123 

33 17 CFR 200.30–3(a)(12). 

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 Sixth A&R 

Operating Agreement. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.33

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–16232 Filed 7–29–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92504; File No. SR–ICC– 

2021–017] 

Self-Regulatory Organizations; ICE 

Clear Credit LLC; Notice of Filing of 

Proposed Rule Change Relating to the 

ICE Clear Credit Operating Agreement 

and Governance Playbook 

July 26, 2021. 

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

Securities Exchange Act of 1934 1 and 

Rule 19b–4,2 notice is hereby given that 

on July 20, 2021, ICE Clear Credit LLC 

(‘‘ICE Clear Credit’’ or the ‘‘Clearing 

House’’) 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 ICE Clear Credit. 

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 amend and 

restate ICE Clear Credit’s Fifth Amended 

and Restated Operating Agreement 

(such amended and restated document, 

the Sixth Amended and Restated 

Operating Agreement or ‘‘Sixth A&R 

Operating Agreement’’) to (i) reduce the 

number of managers on its Board of 

Managers (the ‘‘Board’’) designated by 

its Parent, ICE US Holding Company 

L.P., (‘‘ICE-designated managers’’), and 

(ii) remove outdated provisions and 

make certain other non-substantive 

amendments.3 ICE Clear Credit proposes 

corresponding changes to the 

Governance Playbook to update the 

composition of the Board and to make 

other non-substantive amendments. 

These revisions do not require any 

changes to the ICE Clear Credit Clearing 

Rules (the ‘‘Rules’’). 

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, ICE 

Clear Credit included statements 

concerning the purpose of and basis for 

the proposed rule change, securitybased swap submission, or advance 

notice and discussed any comments it 

received on the proposed rule change, 

security-based swap submission, or 

advance notice. The text of these 

statements may be examined at the 

places specified in Item IV below. ICE 

Clear Credit 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 

ICE Clear Credit proposes to adopt the 

Sixth A&R Operating Agreement, which 

would amend and restate its Fifth 

Amended and Restated Operating 

Agreement, and to make corresponding 

changes to the Governance Playbook. 

The proposed revisions are described in 

detail as follows. 

I. Sixth A&R Operating Agreement 

ICE Clear Credit is proposing to adopt 

the Sixth A&R Operating Agreement to 

reduce the number of ICE-designated 

managers on the Board and to remove 

outdated provisions and make other 

non-substantive amendments. 

Board of Managers 

Proposed amendments to Section 

3.02(a)(i) would reduce the number of 

Parent Independent Managers (those 

independent managers designated by 

the Parent with no material 

relationships with ICE Clear Credit or its 

affiliates) from four to three managers. It 

would also remove all references to 

names of such Parent Independent 

Managers, as such persons have been 

appointed and need not be named in the 

operating agreement. Section 3.02(a)(ii) 

would reduce the number of Parent 

Non-Independent Managers (those nonindependent managers designated by 

the Parent) from three to two managers. 

It would also similarly remove all 

references to names of such Parent NonIndependent Managers. The 

amendments would not change the 

numbers of Risk Committee 

Independent Managers or Risk 

Committee Non-Independent Managers 

(those independent and nonindependent managers designated by 

the Risk Committee under the Rules, 

rather than by the Parent). 

The amendments also update Section 

3.03 to reflect prior amendments to the 

operating agreement that the Board will 

meet no less frequently than quarterly at 

such time and place as may be 

determined by the chair and may meet 

more frequently (either in person or 

telephonically) as circumstances dictate, 

and to remove a requirement that the 

Board meet telephonically no less than 

twice per calendar year. 

Removal of Outdated Information 

Related to Conversion 

Sections 2.01 and 2.02 would be 

revised to remove outdated provisions 

of the Fifth Amended and Restated 

Operating Agreement relating to the 

operation of the Clearing House prior to 

its conversion in 2011 to a Delaware 

limited liability company and to reflect 

the occurrence of that conversion. 

Related defined terms would be 

removed and/or updated as necessary to 

reflect these changes. 

General Drafting Clarifications and 

Improvements 

ICE Clear Credit additionally proposes 

other general drafting clarifications and 

improvements. The proposed changes 

revise outdated references to the name, 

jurisdiction of organization, and/or 

governing document of certain 

Intercontinental Exchange, Inc. entities 

and replace references to the Chief 

Executive Officer with references to the 

President (which is the correct title of 

the relevant officer) to reflect prior 

amendments to the operating agreement. 

The other changes that would be made 

throughout the Sixth A&R Operating 

Agreement include updating the 

Clearing House’s and the Parent’s notice 

information as presented in Section 

7.01(a) and (b), updating the Clearing 

House’s registered office and agent in 

Delaware, referencing the Fifth 

Amended and Restated Operating 

Agreement where necessary, updating 

the definition of ICE’s Board of Director 

Governance Principles to refer to the 

current Independence Policy of the 

Board of Directors of ICE as well as 

other typographical and grammatical 

updates. 

II. Governance Playbook 

ICE Clear Credit proposes conforming 

changes to update the composition of 

the Board and to make other nonsubstantive amendments to the 

Governance Playbook, which 

consolidates governance arrangements 

set forth in ICE Clear Credit’s Rules, 

operating agreement, and other ICE 

Clear Credit policies and procedures. 

The changes to Section III.A would 

similarly reduce the number of Parent 


lotter on DSK11XQN23PROD with NOTICES1
41124 Federal Register / Vol. 86, No. 144 / Friday, July 30, 2021 / Notices 

4See SR–ICC–2021–010 for more information on 

the change in the jurisdiction of organization of the 

Parent. 

5 15 U.S.C. 78q–1. 

6 15 U.S.C. 78q–1(b)(3)(F). 

7 15 U.S.C. 78q–1(b)(3)(F). 

8 15 U.S.C. 78q–1(b)(3)(C). 

9 15 U.S.C. 78q–1(b)(3)(C). 

10 17 CFR 240.17 Ad–22(e)(2). 11 17 CFR 240.17 Ad–22(e)(2). 

Independent Managers from four to 

three managers and the number of 

Parent Non-Independent Managers from 

three to two managers. Footnote 1 

would reference an amended version of 

the limited partnership agreement of the 

Parent and update the jurisdiction of 

organization of the Parent.4 In Section 

III.C, ICE Clear Credit proposes a minor 

clarification with respect to the receipt 

and review of resignation letters from 

managers. Additionally, the proposed 

changes to Section III.F update the 

number of independent managers on the 

Board as well as a link to ICE’s Board 

of Director Governance Principles. 

(b) Statutory Basis 

ICE Clear Credit believes that the 

proposed rule change is consistent with 

the requirements of Section 17A of the 

Act 5 and the regulations thereunder 

applicable to it. In particular, Section 

17A(b)(3)(F) of the Act 6 requires, among 

other things, that the rules of a clearing 

agency be designed to promote the 

prompt and accurate clearance and 

settlement of securities transactions 

and, to the extent applicable, derivative 

agreements, contracts, and transactions, 

the safeguarding of securities and funds 

in the custody or control of the clearing 

agency or for which it is responsible, 

and the protection of investors and the 

public interest. The proposed 

amendments to the number of ICEdesignated managers are intended to 

promote efficient operation of the Board 

while maintaining appropriate diversity 

of viewpoints, representation of the 

interests of Participants and 

independence standards for managers. 

Specifically, as noted above, the 

amendments will not affect the number 

of managers designated by the Risk 

Committee under the Rules. ICE Clear 

Credit believes a board of 9 managers 

(rather than 11) remains an appropriate 

size for oversight of its ongoing 

operations. The other proposed 

clarifications and changes enhance 

readability and ensure that the Sixth 

A&R Operating Agreement and the 

Governance Playbook are clear and up 

to date, including by removing outdated 

provisions, incorporating prior 

amendments, or making other general 

clarifications and improvements, which 

would further ensure that relevant 

individuals carry out their 

responsibilities under the documents. In 

ICE Clear Credit’s view, the 

amendments will thus enhance the 

overall governance of the Clearing 

House and are consistent with the 

prompt and accurate clearance and 

settlement of cleared contracts, the 

safeguarding of securities and funds in 

the custody or control of ICE Clear 

Credit or for which it is responsible, and 

the protection of investors and the 

public interest. Accordingly, the 

amendments satisfy the requirements of 

Section 17A(b)(3)(F).7

Further, Section 17A(b)(3)(C) of the 

Act 8 requires that the rules of the 

clearing agency assure a fair 

representation of its shareholders (or 

members) and participants in the 

selection of its directors and 

administration of its affairs. The Sixth 

A&R Operating Agreement and the 

Governance Playbook will continue to 

set out the composition of the Board, 

with five managers (three independent 

and two non-independent) designated 

by the Parent and four managers (two 

independent and two non-independent) 

designated by the Risk Committee 

following the proposed amendments. 

The amendments will not affect the 

number of managers designated by the 

Risk Committee, the majority of whose 

members (9 of 12) are Participant 

representatives, and Participants will 

continue to be represented on the Board. 

As such, ICE Clear Credit believes that 

its governance arrangements, as 

modified by the proposed amendments, 

will continue to provide a fair 

representation of its shareholders and 

participants in the selection of its 

directors and administration of its 

affairs and are thus consistent with the 

requirements of Section 17A(b)(3)(C) of 

the Act.9

Rule 17Ad–22(e)(2) 10 requires 

clearing agencies to establish reasonably 

designed policies and procedures to 

provide for governance arrangements 

that, among other matters, establish that 

the board of directors have appropriate 

experience and skills to discharge their 

duties and responsibilities and consider 

the interests of relevant stakeholders of 

the clearing agency. As noted above, ICE 

Clear Credit believes the reduction in 

the number of ICE-designated managers 

is consistent with the ongoing effective 

oversight of the Clearing House by the 

Board. The amendments will not affect 

the number of managers designated by 

the Risk Committee, and thus will not 

adversely affect representation of 

Participants on the Board. Moreover, a 

majority of the Board will continue to be 

independent and have no material 

relationships with ICE Clear Credit and 

its affiliates. As such, ICE Clear Credit 

believes that the amendments set out in 

the Sixth A&R Operating Agreement and 

Governance Playbook are consistent 

with the requirements of Rule 17Ad– 

22(e)(2).11

(B) Clearing Agency’s Statement on 

Burden on Competition 

ICE Clear Credit does not believe the 

proposed amendments would have any 

impact, or impose any burden, on 

competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. The amendments 

are being adopted to update ICE Clear 

Credit’s operating agreement and 

Governance Playbook, and specifically 

the number of managers designated by 

the Parent. As a result, ICE Clear Credit 

does not expect that the proposed 

changes will adversely affect access to 

clearing or the ability of Participants, 

their customers or other market 

participants to continue to clear 

contracts. ICE Clear Credit also does not 

believe the amendments would 

materially affect the cost of clearing or 

otherwise impact competition among 

market participants or limit market 

participants’ choices for selecting 

clearing services. Accordingly, ICE Clear 

Credit does not believe the amendments 

would impose any burden on 

competition not necessary or 

appropriate in furtherance of the 

purpose 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 amendments have not been 

solicited or received by ICE Clear Credit. 

ICE Clear Credit will notify the 

Commission of any written comments 

received with respect to the proposed 

rule change. 

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 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 86, No. 144 / Friday, July 30, 2021 / Notices 41125 

12 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Self-Regulatory Organizations; ICE Clear Europe 

Limited; Notice of Filing of Proposed Rule Change 

Relating to the ICE Clear Europe Articles of 

Association, Exchange Act Release No. 92120 (June 

7, 2021); 86 FR 31348 (June 11, 2021) (SR–ICEEU– 

2021–013) (‘‘Notice’’). 

4The description that follows is excerpted from 

the Notice, 86 FR at 31348. Capitalized terms not 

otherwise defined herein have the meanings 

assigned to them in the ICE Clear Europe Clearing 

Rules or the Articles, as applicable. 

5References herein to the numbering of particular 

articles will be to the articles as amended. 

6Notice, 86 FR at 31348. 

7Notice, 86 FR at 31348. 

(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–2021–017 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–2021–017. 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–2021–017 and 

should be submitted on or before 

August 20, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–16233 Filed 7–29–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92492; File No. SR–ICEEU– 

2021–013] 

Self-Regulatory Organizations; ICE 

Clear Europe Limited; Order Approving 

Proposed Rule Change Relating to the 

ICE Clear Europe Articles of 

Association 

July 26, 2021. 

I. Introduction 

On May 25, 2021, ICE Clear Europe 

Limited (‘‘ICE Clear Europe’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (the ‘‘Act’’),1 and 

Rule 19b–4,2 a proposed rule change to 

amend its Articles of Association (the 

‘‘Articles’’). The proposed rule change 

was published for comment in the 

Federal Register on June 11, 2021.3 The 

Commission did not receive comments 

regarding the proposed rule change. For 

the reasons discussed below, the 

Commission is approving the proposed 

rule change. 

II. Description of the Proposed Rule 

Change 

As discussed further below, the 

proposed rule change would amend the 

Articles to: (i) Update definitions related 

to the ICE Clear Europe Board of 

Directors (the ‘‘Board’’) and references 

to Board committees; (ii) modify the 

composition and structure of the Board 

and Board committees; (iii) revise the 

provisions regarding Super-Quorum 

Matters; (iv) add an article regarding 

presence at a Board meeting and amend 

an article related to expenses for 

directors; and (v) adopt gender-neutral 

language and make non-substantive 

typographical edits throughout the 

Articles.4

A. Definitions Related to the Board and 

Board Committees 

Beginning in the defined terms found 

in Article 3, the proposed rule change 

would change the name of the Risk 

Committee to Product Risk Committee 

and update references to this committee 

throughout the Articles accordingly. 

This change would reflect the correct 

current name and function of this 

committee (and distinguish the Product 

Risk Committee from other existing risk 

committees). Further, the proposed rule 

change would delete from the definition 

of Product Risk Committee the 

statement that it is composed of the 

directors, to reflect that the committee is 

comprised of directors as well as 

representatives of Clearing Members. 

The proposed rule change would next 

delete definitions of, and references to, 

Board committees other than the 

Product Risk Committee. The proposed 

rule change would delete from article 3 5

the definitions of Audit Committee, 

Board Risk Committee, Compensation 

Committee, and Nomination Committee. 

In addition, the proposed rule change 

would also amend the defined term 

Committees. Currently that term is 

defined to mean certain committees of 

the Board (Audit Committee, Board Risk 

Committee, etc.). The proposed rule 

change would revise this definition to 

mean any committee constituted by the 

Board under the Articles. Although ICE 

Clear Europe is not proposing to change 

its current committee structure at this 

time, it does not believe the committees 

need to be defined in the Articles. Given 

that the Board is authorized to create, 

modify, or dissolve committees as it 

determines to be appropriate, the 

amendments would facilitate future 

changes to the committee structure by 

the Board without need to amend the 

Articles.6 The proposed rule change 

would retain the definition of, and 

references to, the Product Risk 

Committee, however, because that 

Committee plays a specific role relating 

to the CDS Director, as discussed 

below.7

B. Composition and Structure of the 

Board and Board Committees 

The proposed rule change also would 

make certain revisions to the 

composition of the Board and Board 

committees. Currently, the Articles 

provide that the number of directors 

shall be not less than six and not more 


lotter on DSK11XQN23PROD with NOTICES1