Federal Register / Vol. 86, No. 176 / Wednesday, September 15, 2021 / Notices 51391 

6 17 CFR 200.30–3(a)(31). 

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

2 17 CFR 240.19b–4. 

3Self-Regulatory Organizations; ICE Clear Credit 

LLC; Notice of Filing of Proposed Rule Change 

Relating to the ICE Clear Credit Operating 

Agreement and Governance Playbook, Exchange 

Act Release No. 92504 (July 26, 2021); 86 FR 41123 

(July 30, 2021) (SR–ICC–2021–017) (‘‘Notice’’). 

4This description is substantially excerpted from 

the Notice. Capitalized terms not otherwise defined 

herein have the meanings assigned to them in the 

Operating Agreement or ICE Clear Credit Rulebook, 

as applicable. 

by which the Commission shall either 

approve or disapprove, or institute 

proceedings to determine whether to 

disapprove, the proposed rule change 

(File Number SR–NASDAQ–2021–040). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–19850 Filed 9–14–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92918; File No. SR–ICC– 

2021–017] 

Self-Regulatory Organizations; ICE 

Clear Credit LLC; Order Approving 

Proposed Rule Change Relating to the 

ICE Clear Credit Operating Agreement 

and Governance Playbook 

September 9, 2021. 

I. Introduction 

On July 20, 2021, ICE Clear Credit 

LLC (‘‘ICC’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities and Exchange 

Act of 1934 (the ‘‘Act’’),1 and Rule 19b– 

4 thereunder,2 a proposed rule change 

to amend and restate ICC’s Fifth 

Amended and Restated Operating 

Agreement (the ‘‘Operating Agreement’’) 

and make changes to the ICE Clear 

Credit LLC Governance Playbook (the 

‘‘Governance Playbook’’). The proposed 

rule change was published for comment 

in the Federal Register on July 30, 

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 

A. Operating Agreement 

The proposed rule change would 

amend and restate the Operating 

Agreement to (i) reduce the number of 

managers on ICC’s Board of Managers 

(the ‘‘Board’’) designated by its parent 

company, ICE US Holding Company 

L.P. (‘‘Parent’’); (ii) remove certain 

outdated provisions; and (iii) 

incorporate certain prior amendments 

and make other non-substantive 

updates. After making such 

amendments with the proposed rule 

change, ICC would adopt the amended 

Operating Agreement as the Sixth 

Amended and Restated Operating 

Agreement.4

i. Reduction in the Number of Managers 

Designated by Parent 

Currently, the Operating Agreement 

provides that the Board will consist of, 

among other managers, four managers 

elected by Parent and at all times be 

independent in accordance with the 

requirements of each of the New York 

Stock Exchange listing standards, the 

Act, and ICE’s Board of Director 

Governance Principles (collectively, the 

‘‘Parent Independent Managers’’). The 

proposed rule change would reduce the 

number of Parent Independent 

Managers from four to three. 

Similarly, the Operating Agreement 

currently provides that the Board will 

consist of, among other managers, three 

other managers elected by Parent 

(collectively, the ‘‘Parent NonIndependent Managers’’). The proposed 

rule change would reduce the number of 

Parent Non-Independent Managers from 

three to two. 

As part of these changes, the proposed 

rule change would also remove the 

names of the Parent Independent 

Managers and Parent Non-Independent 

Managers. The Operating Agreement 

currently lists out the names of the 

individual Parent Independent 

Managers and Parent Non-Independent 

Managers. The proposed rule change 

would remove the names of these 

individuals and instead would refer to 

the Parent Independent Managers and 

Parent Non-Independent Managers only. 

Finally, consistent with these 

changes, the proposed rule change 

would reduce the total number of 

managers on the Board from eleven to 

nine, reflecting one less Parent 

Independent Manager and one less 

Parent Non-Independent Manager. 

ii. Removal of Outdated Provisions 

The proposed rule change would next 

remove outdated provisions related to 

the conversion of ICC from a New York 

trust company to a Delaware limited 

liability company in 2011 and ICC’s 

operation prior to the conversion. The 

Operating Agreement currently 

describes how ICC made such a 

conversion and how ICC operated prior 

to the 2011 conversion. The proposed 

rule change would remove these 

provisions as they are outdated and no 

longer need to be included in the 

Operating Agreement. The proposed 

rule change would update related 

defined terms and references as needed. 

iii. Prior Amendments and Other 

Updates 

Finally, the proposed rule change 

would make certain other amendments 

and updates to the Operating 

Agreement. First, the proposed rule 

change would update Section 3.03 to 

reflect prior amendments that ICC made 

to the Operating Agreement without 

filing a proposed rule change or 

restating the Operating Agreement. 

Section 3.03 provided that the Board 

shall meet (i) in person no less 

frequently than quarterly and (ii) 

telephonically no less frequently than 

two times per calendar year. ICC 

previously amended this provision to 

provide instead that the Board will meet 

no less frequently than quarterly at such 

time and place as the Chair shall 

determine, and may meet more 

frequently (either in person or 

telephonically) as circumstances dictate. 

ICC also previously amended this 

provision to remove the requirement 

that the Board meet telephonically no 

less than twice per calendar year. 

Although ICC previously amended the 

Operating Agreement to make these 

changes, it did not file a proposed rule 

change or restate the Operating 

Agreement at such time. Thus, the 

proposed rule change would reflect 

these prior amendments and ensure 

their inclusion in the Sixth Amended 

and Restated Operating Agreement. 

Second, throughout the Operating 

Agreement, the proposed rule change 

would correct outdated references to the 

name, jurisdiction of organization, and 

governing document of Parent and 

certain related legal entities and would 

replace references to the Chief Executive 

Officer of ICC with references to the 

President (which is the correct title). 

ICC previously amended the Operating 

Agreement to include these changes but, 

like the changes to Board meetings 

described immediately above, did not 

file a proposed rule change and did not 

restate the Operating Agreement after 

making these changes. Thus, the 

proposed rule change would reflect 

these prior amendments and ensure 

their inclusion in the Sixth Amended 

and Restated Operating Agreement. 

Third, the proposed rule change 

would update the contact information 

and addresses listed in Section 7.01 that 

are used for providing notice to ICC and 

Parent under the Operating Agreement. 


khammond on DSKJM1Z7X2PROD with NOTICES
51392 Federal Register / Vol. 86, No. 176 / Wednesday, September 15, 2021 / Notices 

5 15 U.S.C. 78s(b)(2)(C). 

6 15 U.S.C. 78q–1(b)(3)(F). 

7 17 CFR 240.17Ad–22(e)(2)(i), (v). 

8 15 U.S.C. 78q–1(b)(3)(F). 

Fourth, the proposed rule change 

would update the contact information 

and address for ICC’s registered office 

and agent in Delaware listed in Section 

2.06. 

Fifth, the proposed rule change would 

update references throughout the 

Operating Agreement to refer to the 

Sixth Amended and Restated Operating 

Agreement or the Fifth Amended and 

Restated Operating Agreement, as 

needed in the context of the section. 

Sixth, the proposed rule change 

would update the definition of ICE’s 

Board of Director Governance Principles 

to refer to the current Independence 

Policy of the Board of Directors of ICE. 

Finally, the proposed rule change 

would correct minor typographical and 

grammatical errors. 

B. Governance Playbook 

The proposed rule change would 

update the Governance Playbook to 

reflect the changes to the Operating 

Agreement described above. First, the 

proposed rule change would update 

Section III.A to reflect the revised 

composition of the Board—nine total 

managers with three Parent Independent 

Managers and two Parent NonIndependent Managers. The proposed 

rule change would make a similar 

change to Section III.F. 

Second, the proposed rule change 

would update certain references found 

in Footnote 1. Footnote 1 describes an 

aspect of the partnership agreement of 

ICC’s Parent. The proposed rule change 

would update the name of the 

partnership agreement to reflect the 

current name of that agreement and 

would correct the description of 

Parent’s jurisdiction of organization. 

Third, the proposed rule change 

would update Footnote 5 to link to the 

current Independence Policy of the 

Board of Directors of ICE, similar to the 

change to the Operating Agreement 

discussed above amending the 

definition of ICE’s Board of Director 

Governance Principles to refer to the 

current Independence Policy of the 

Board of Directors of ICE. 

Finally, the proposed rule change 

would make a minor revision to Section 

III.C. That section currently provides 

that upon the resignation of a manager, 

ICC’s legal group is responsible for 

obtaining a resignation letter. The 

proposed rule change would revise this 

provision to provide that ICC’s legal 

group is responsible for reviewing a 

resignation letter if received, rather than 

obtaining one. While it is common 

practice for a resigning manager to 

submit a resignation letter, there is no 

overall requirement that a resigning 

manager submit a resignation letter, and 

thus the legal group would no longer be 

responsible for obtaining one. 

III. Discussion and Commission 

Findings 

Section 19(b)(2)(C) of the Act directs 

the Commission to approve a proposed 

rule change of a self-regulatory 

organization if it finds that such 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to such organization.5 After 

careful review, the Commission finds 

that the proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to ICC. In 

particular, the Commission finds that 

the proposed rule change is consistent 

with Section 17A(b)(3)(F) of the Act 6

and Rules 17Ad–22(e)(2)(i) and (v).7

A. Consistency With Section 

17A(b)(3)(F) of the Act 

Section 17A(b)(3)(F) requires, among 

other things, that the rules of ICC be 

designed to promote the prompt and 

accurate clearance and settlement of 

securities transactions and, to the extent 

applicable, derivative agreements, 

contracts, and transactions, as well as to 

assure the safeguarding of securities and 

funds which are in the custody or 

control of ICC or for which it is 

responsible.8

The Commission believes that the 

changes discussed in Part II.A.i above 

would improve the operation of the 

Board and clarity of the Operating 

Agreement. In particular, the 

Commission believes that reducing the 

overall number of managers from eleven 

to nine, by reducing the number of 

Parent Independent Managers from four 

to three and reducing the number of 

Parent Non-Independent Managers from 

three to two, would help to ensure the 

efficient operation of the Board and 

clarify the extent of Parent’s ability to 

appoint managers. Moreover, the 

Commission believes that removing the 

names of the individual Parent 

Independent Managers and Parent NonIndependent Managers would help to 

ensure that ICC is not required to amend 

the Operating Agreement due to changes 

in such managers, thereby helping to 

ensure the efficiency and flexibility of 

the Operating Agreement. 

Similarly, the Commission believes 

that removal of the outdated provisions 

related to the conversion of ICC and its 

operation prior to 2011, as discussed in 

Part II.A.ii above would help to promote 

the promote consistency and readability 

of the Operating Agreement. 

Moreover, the Commission believes 

that the other changes to the Operating 

Agreement discussed in Part II.B.iii 

above would help to ensure the clarity 

and efficient operation of the Operating 

Agreement. Specifically, the 

Commission believes that requiring the 

Board to meet no less frequently than 

quarterly at such time and place as 

determined by the Chair and 

authorizing the Board to meet more 

frequently (either in person or 

telephonically) as circumstances dictate, 

would help to ensure the efficient 

operation of the Board and provide 

flexibility as to how and when the 

Board meets. Similarly, the Commission 

believes that correcting (i) outdated 

references to the name, jurisdiction of 

organization, and governing document 

of Parent and certain related legal 

entities; (ii) references to the Chief 

Executive Officer of ICC so they refer 

instead to the President; (iii) references 

to the Sixth Amended and Restated 

Operating Agreement and the Fifth 

Amended and Restated Operating 

Agreement; (iv) the definition of ICE’s 

Board of Director Governance Principles 

to refer to the current Independence 

Policy of the Board of Directors of ICE; 

and (v) minor typographical and 

grammatical errors would help to ensure 

that the Operating Agreement is clear, 

understandable, free of errors, and 

correctly applied. Updating the contact 

information and addresses that are used 

for providing notice to ICC and Parent 

and the contact information and address 

for ICC’s registered office and agent in 

Delaware would similarly help to 

ensure that the Operating Agreement is 

clear and correctly applied. 

For similar reasons, the Commission 

believes that updating the Governance 

Playbook to reflect these changes to the 

Operating Agreement, as discussed in 

Part II.B above, would help to ensure 

the clarity and efficient operation of the 

Governance Playbook. In particular, the 

Commission believes that updating 

Section III.A to reflect the revised 

composition of the Board—nine total 

managers with three Parent Independent 

Managers and two Parent NonIndependent Managers—would, for the 

reasons discussed above, help to ensure 

the efficient operation of the Board. 

Moreover, the Commission believes that 

updating the description related to 

Parent in Footnote 1 and the link to the 

current Independence Policy of the 

Board of Directors of ICE in Footnote 5 

would help to ensure that the 

Governance Playbook is clear, 

understandable, and correctly applied. 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 86, No. 176 / Wednesday, September 15, 2021 / Notices 51393 

9 15 U.S.C. 78q–1(b)(3)(F). 

10 17 CFR 240.17Ad–22(e)(2)(i), (v). 

11 17 CFR 240.17Ad–22(e)(2)(i), (v). 

12 15 U.S.C. 78q–1(b)(3)(F). 

13 17 CFR 240.17Ad–22(e)(2)(i), (v). 

14 15 U.S.C. 78s(b)(2). 

15 In approving the proposed rule change, the 

Commission considered the proposal’s impact on 

efficiency, competition, and capital formation. 15 

U.S.C. 78c(f). 

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A)(iii). 

4 17 CFR 240.19b–4(f)(6). 

5See Securities Exchange Release No. 83214 (May 

11, 2018), 83 FR 22796 (May 16, 2018) (SR–C2– 

2018–005). 

Finally, the Commission believes that 

revising Section III.C to specify that 

ICC’s legal group is responsible for 

reviewing a resignation letter if 

received, rather than obtaining one, 

would clarify the role of ICC’s legal 

group. 

Thus, the Commission believes that 

all of these changes, as discussed above, 

would help to ensure the efficient 

operation of the Board, Operating 

Agreement, and Governance Playbook 

and help to ensure the Operating 

Agreement and Governance Playbook 

are clear, free of errors, understandable, 

and correctly applied. Because ICC 

operates pursuant to Board oversight 

and the governance set forth in the 

Operating Agreement and Governance 

Playbook, the Commission believes that 

these improvements would thereby 

generally help to improve the efficiency 

and consistency of ICC’s operations. The 

Commission also believes that in so 

doing, these improvements would 

thereby help to ensure that ICC is able 

to promptly and accurately clear and 

settle securities transactions and assure 

the safeguarding of securities and funds 

in ICC’s custody or control or for which 

it is responsible. Therefore, the 

Commission finds the proposed rule 

change is consistent with Section 

17A(b)(3)(F) of the Act.9

B. Consistency With Rule 17Ad– 

22(e)(2)(i) and (v) 

Rules 17Ad–22(e)(2)(i) and (v) require 

that ICC 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.10 As discussed above, 

the Commission believes that the 

changes to the Operating Agreement and 

Governance Playbook would help to 

ensure that both documents are clear, 

understandable, and free from error. 

Because ICC’s governance operates 

pursuant to the Operating Agreement 

and Governance Playbook, the 

Commission therefore believes the 

proposed rule change would help to 

ensure that ICC’s governance 

arrangements are clear. Moreover, the 

Commission believes that revising 

Section III.C of the Governance 

Playbook to specify that ICC’s legal 

group is responsible for reviewing a 

resignation letter if received, rather than 

obtaining one, would specify a clear and 

direct responsibility of the legal group. 

Therefore, the Commission finds the 

proposed rule change is consistent with 

Rule 17Ad-22(e)(2)(i) and (v).11

IV. Conclusion 

On the basis of the foregoing, the 

Commission finds that the proposed 

rule change is consistent with the 

requirements of the Act, and in 

particular, with the requirements of 

Section 17A(b)(3)(F) of the Act 12 and 

Rules 17Ad–22(e)(2)(i) and (v).13

It is therefore ordered pursuant to 

Section 19(b)(2) of the Act 14 that the 

proposed rule change (SR–ICC–2021– 

017) be, and hereby is, approved.15

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–19863 Filed 9–14–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92916; File No. SR–C2– 

2021–013] 

Self-Regulatory Organizations; Cboe 

C2 Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Make Certain 

Corrections to the Rules 

September 9, 2021. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on 

September 7, 2021, Cboe C2 Exchange, 

Inc. (the ‘‘Exchange’’ or ‘‘C2’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, and II below, which Items have 

been prepared by the Exchange. The 

Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change 

pursuant to Section 19(b)(3)(A)(iii) of 

the Act 3 and Rule 19b–4(f)(6) 

thereunder.4 The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Cboe C2 Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘C2’’) proposes to make 

certain corrections to the Rules. The text 

of the proposed rule change is provided 

in Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

options/regulation/rule_filings/ctwo/), 

at the Exchange’s Office of the 

Secretary, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to make 

nonsubstantive cleanup changes to its 

Cboe C2 Exchange Rulebook 

(‘‘Rulebook’’) in order to remove 

inapplicable and obsolete terms. 

Specifically, the proposed rule change 

deletes the definition of ‘‘L’’ Capacity 

code from Rule 1.1, which currently 

provides that L Capacity code applies to 

the account of non-Trading Permit 

Holder affiliate. The Exchange notes 

that this Capacity code is not applicable 

to trading on C2 and only applicable to 

trading on the Exchange’s affiliated 

options exchange, Cboe Exchange, Inc. 

(‘‘Cboe Options’’), from which the 

Exchange’s current definition of ‘‘L’’ 

Capacity code was inadvertently 

copied.5 Further, the proposed rule 

change deletes the term ‘‘Voluntary 

Professional Customer’’ from Rule 6.5. 

As of 2019, that Capacity designation is 

no longer available on C2 Exchange and 

the Exchange removed the term from its 

Rulebook. The proposed rule change 

merely removes the term from Rule 6.5, 


khammond on DSKJM1Z7X2PROD with NOTICES