July 21, 2023

FOIA CONFIDENTIAL TREATMENT REQUEST

Pursuant to 17 C.F.R. §§ 145.5 and 145.9

VIA EMAIL TO FOIAsubmissions@cftc.gov

Assistant Secretary of the Commission for FOIA Matters,

Privacy and Sunshine Act Compliance

Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street, N.W.

Washington, D.C. 20581

Re: Petition for Confidential Treatment

Dear Sir or Madam:

The Options Clearing Corporation (“OCC”) has on this date provided Exhibits A and B to the Rule 

Certification Concerning Updates to OCC’s Capital Management Policy and Cash and Investment 

Management Policy (the “Confidential Material”) to the Secretary of the Commodity Futures Trading 

Commission (“CFTC” or the “Commission”) in connection with a rule filing made pursuant to CFTC 

Regulation 40.6(a). 

In accordance with the provisions of Commission Regulations 145.5 and 145.9, we hereby request 

confidential treatment of the Confidential Material. Confidential treatment is requested, inter alia, on 

the grounds that the Confidential Material is exempt from disclosure under paragraph (b)(4) of the 

Freedom of Information Act (“FOIA”) and Commission Regulation 145.5(d). Nonpublic treatment is 

appropriate for the Confidential Material, because it contains commercial and financial information 

that is not customarily released to the public and is, and always has been, treated as the private 

information of OCC. OCC is providing the Confidential Material based on our understanding that 

paragraph (b)(4) of FOIA and the Commission’s related regulations assure that the Confidential 

Material will be afforded confidential treatment. See Food Marketing Institute v. Argus Leader Media, 

139 S.Ct. 2356 (2019). 

In accordance with the provisions of paragraph (d)(5) of Commission Regulation 145.9, we request 

that the Confidential Materials be afforded confidential treatment in perpetuity.

We understand that if the Commission receives a FOIA request for the Confidential Material, we will 

be notified of such request in accordance with the Commission's regulations and will be asked to 

submit, within ten business days, a detailed written justification for confidential treatment of the 

Confidential Material. See Commission Regulation § 149.5(e)(l); see also Executive Order 12600, 52 

Fed. Reg. 23781 (June 23, 1987) (detailing pre-disclosure notification procedures under FOIA). In 
Assistant Secretary of the Commission for FOIA Matters

July 21, 2023

Page 2

such event, we request that Commission staff telephone or email the undersigned rather than rely upon 

United States mail for such notice.

If the Commission or its staff transmits any of the Confidential Material to another federal agency, we 

request that you forward a copy of this letter to any such agency with the Confidential Material and 

further request that you advise any such agency that OCC has requested that this material be accorded 

confidential treatment.

The requests set forth in the preceding paragraphs also apply to any memoranda, notes, transcripts or 

other writings of any sort whatsoever that are made by, or at the request of, any employee of the 

Commission (or any other federal agency) and which (1) incorporate, include or relate to any aspect 

of the Confidential Material; or (2) refer to any conference, meeting, or telephone conversation 

between OCC, its current or form employers, representatives, agents, auditors or counsel on one hand 

and employees of the Commission (or any other governmental agency) on the other, relating to the 

Confidential Material.

Any questions regarding this request for confidential treatment, as well as any notices pursuant to 

Commission Regulation § 145.9(e), should be directed to the attention of the undersigned at 

(312) 322-6200 or rulefilings@theocc.com.

Sincerely,

/s/ Mark C. Brown

Mark C. Brown

Associate General Counsel