1

Registered name: ICE Clear Europe Limited, (Registered in England, No. 06219884)

Registered office: Milton Gate, 60 Chiswell Street, London EC1Y 4SA, United Kingdom

ICE Clear Europe Ltd is a recognised clearing house under the Financial Services and Markets Act 2000 and is supervised by the 

Bank of England.

January 03, 2024

Mr. Christopher J. Kirkpatrick

Office of the Secretariat

Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street, NW

Washington, DC 20581

Re: ICE Clear Europe Self-Certification Pursuant to Commission Rule Rule 40.6 

– Articles of Association Amendments 

Dear Mr. Kirkpatrick:

ICE Clear Europe Limited (“ICE Clear Europe” or the “Clearing House”), a registered 

derivatives clearing organization under the Commodity Exchange Act, as amended (the 

“Act”), hereby submits to the Commodity Futures Trading Commission (the 

“Commission”), pursuant to Commission Rule 40.6 for self-certification, amendments 

to its Articles of Association (the “Articles”) to reflect the termination of its credit 

default swap clearing service.

1 The amendments will become effective on the first 

business day following the tenth business day after submission, or such later date as 

ICE Clear Europe may determine. 

Concise Explanation and Analysis

ICE Clear Europe is amending its Articles to reflect the termination of its credit default 

swap (“CDS”) clearing service, as previously announced.

2 The amendments will delete 

certain existing provisions of the Articles that were relevant only to CDS clearing and 

are no longer applicable following the termination of CDS clearing. The amendments 

will thus remove terms such as “CDS”, “CDS Contract”, “CDS Clearing Member” and 

“CDS Director”, among others. The requirement that there be a CDS Director would 

be removed. The amendments will also remove the concept of “Super Quorum 

Matters” and related provisions, which imposed certain quorum requirements 

(including the presence of a CDS Director) for decision-making by the Board of 

Directors with respect to certain rules and other aspects of the CDS business. 

A number of other drafting clarifications and conforming changes, including updates to 

section references, will also be made throughout the Articles. 

1 Capitalized terms used but not defined herein have the meanings specified in the Articles or, if not 

defined therein, the ICE Clear Europe Clearing Rules. 

2 See ICE Clear Europe Circular C23/119, Cessation of Clearing of CDS Contracts: Completion of 

Clearing House Processes (7 November 2023).
2

Registered name: ICE Clear Europe Limited, (Registered in England, No. 06219884)

Registered office: Milton Gate, 60 Chiswell Street, London EC1Y 4SA, United Kingdom

ICE Clear Europe Ltd is a recognised clearing house under the Financial Services and Markets Act 2000 and is supervised by the 

Bank of England.

Compliance with the Act and CFTC Regulations

The amendments to the Articles are potentially relevant to the following core principles:

(O) Governance and the applicable regulations of the Commission thereunder.

• Governance. As stated above, the amendments update the Articles in light of 

the termination of the Clearing House’s CDS clearing business to remove 

CDS-related provisions that are no longer needed. The amendments do not 

otherwise change the governance arrangements of ICE Clear Europe. ICE 

Clear Europe believes that the amendments are therefore consistent with the 

governance requirements of Core Principle O and Commission Rule 39.24.

As set forth herein, the amendments consist of the amendments to the Articles, a copy 

of which is attached hereto. 

ICE Clear Europe hereby certifies that the amendments comply with the Act and the 

Commission’s regulations thereunder. 

ICE Clear Europe received no substantive opposing views in relation to the 

amendments.

ICE Clear Europe has posted a notice of pending certification and a copy of this 

submission on its website concurrent with the filing of this submission. 

If you or your staff should have any questions or comments or require further 

information regarding this submission, please do not hesitate to contact the undersigned 

at George.milton@theice.com or +44 20 7429 4564. 

Very truly yours,

George Milton

Head of Regulation & Compliance