ICE SWAP TRADE, LLC

Code of Business Conduct and Ethics for Committee 

Members
Code of Business Conduct and Ethics for Committee Members

Rev. 02/03/16 -iTABLE OF CONTENTS PAGE

I. INTRODUCTION...............................................................................................................1

II. ENFORCEMENT................................................................................................................1

A. Where to Go With a Question, Concern or to Report a Violation...........................1

B. Receipt and Acknowledgement...............................................................................1

C. Waivers of the Code ................................................................................................2

III. “CONFLICT OF INTEREST” AND HOW TO AVOID IT...............................................2

A. General Guidance ....................................................................................................2

B. Board Memberships.................................................................................................2

C. Family Members and Close Personal Relationships...............................................3

D. Investments..............................................................................................................3

E. Gifts.........................................................................................................................3

1. Gifts to Committee Members......................................................................3

2. Gifts Given by the Company.......................................................................3

IV. PROTECTION OF COMPANY PROPERTY AND ASSETS...........................................3

V. PROPRIETARY INFORMATION.....................................................................................3

VI. COMPLIANCE WITH THE LAW.....................................................................................4

VII. INSIDE INFORMATION AND SECURITIES TRADING...............................................4

VIII. FAIR COMPETITION........................................................................................................4

IX. RESPONSIBILITY TO THE COMPANY’S EMPLOYEES.............................................5

X. ACCURACY AND RETENTION OF BUSINESS RECORDS ........................................5

XI. DOCUMENT RETENTION...............................................................................................5
Code of Business Conduct and Ethics for Managers

Rev. 02/03/16

Code of Business Conduct and Ethics for Committee Members

I. Introduction

This Code of Business Conduct and Ethics (the “Code”) applies to members of any committee 

(“Committee Members”) of ICE Swap Trade, LLC (the “Company”). Compliance with the 

Code is required of all Committee Members.

The Code, however, is not intended to be a comprehensive manual that covers every situation 

that Committee Members might encounter. In many cases, the Chief Compliance Officer or a 

member of the Company’s Legal Department should be consulted on any questions not covered 

in this Code. Where applicable, Committee Members are also advised to consult the legal and/or 

compliance department of their respective employer on any questions not covered in this Code. 

To the extent of any conflict between an employer’s (including the Company’s, when the 

Committee Member is a Company employee) corporate policies, procedures, and guidelines in 

existence on the date hereof (where applicable) and this Code, the more restrictive terms shall 

govern.

II. Enforcement

Along with the Company’s senior management and the Chief Compliance Officer, the Board of 

Managers will ensure that this Code and the Company’s corporate policies will govern, without 

exception, all business activities of the Company.

A. Where to Go With a Question, Concern or to Report a Violation

If you need an explanation or you want to know if a provision of the Code applies to a particular 

situation, the best place to start is with the Chief Compliance Officer or a member of the 

Company’s Legal Department.

If you believe that another person is violating the Code or otherwise acting in an illegal or 

unethical manner, you must report it. Reporting violations of the Code is also necessary because 

in some cases failure to report an illegal act by another person is itself a criminal act. Violations 

may be reported to the Chief Compliance Officer and the Board of Managers.

Complaints regarding the Company’s accounting, internal accounting controls, or matters 

relating to the Company’s financial statements or audit practices should be reported directly to 

the Chairman of the Board of Managers. In addition, if you are concerned that Managers of the 

Company may have a conflict of interest with respect to a violation of the Code, or if you have 

reported violations of the Code and you feel that your claims have not been properly 

investigated, you can make a report to or ask a question of the Chairman of the Board of 

Managers.

B. Receipt and Acknowledgement

The attached Receipt and Acknowledgement is required to be completed by Committee 

Members upon first accepting a committee position with the Company acknowledging your 
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Rev. 02/02/2016 2

understanding and compliance with the Code. Please return the certificate to such person 

designated as the appropriate person to receive the completed form.

C. Waivers of the Code

In certain extraordinary situations, a waiver of a provision of the Code may be granted. Contact 

the Chief Compliance Officer of the Company for such purposes if you believe special 

circumstances warrant a waiver of any of the Code’s provisions. Any waiver of the Code for 

Committee Members may be made only by the Company’s Board of Managers, and the waiver 

must be promptly reported to the members of the Company.

III. “Conflict of Interest” and How to Avoid It

A. General Guidance

Except as noted in the next paragraph, business decisions and actions must be based on the best 

interests of the Company, and must not be motivated by personal considerations or relationships. 

Relationships with prospective or existing suppliers, contractors, customers, competitors or 

regulators must not affect your independent and sound judgment on behalf of the Company. 

General guidelines to help Committee Members better understand several of the most common 

examples of situations that may cause a conflict of interest are listed below. However, except as 

noted in the next paragraph, Committee Members are required to disclose any situation that may 

be, or appears to be, a conflict of interest. When in doubt, it is best to disclose. 

Disclosure should be made to the Chief Compliance Officer if the situation is known in advance, 

and in any case where a Committee Member seeks a waiver. Potential conflict of interest 

situations conceived of at or near the time of a Committee Meeting must be disclosed to the 

responsible Committee Chairman. A Committee Chairman may not grant a waiver but may 

determine in his/her sole discretion whether a material conflict of interest exists or is likely to 

arise during the deliberation of the matter(s) at hand, or may refer the question of whether there 

is, or is likely to be, a conflict of interest to the Chief Compliance Officer. If it is decided that a 

material conflict of interest exists or is likely to arise, the subject Committee Member must 

recuse him or herself from deliberations and abstain from voting. The minutes of the Committee 

proceedings shall reflect the names of any Committee Member(s) who does not participate in 

deliberations and voting due to voluntary or required recusal, including the reason for recusal. 

Unless the Chairman or Chief Compliance Officer expressly authorizes the Committee Member 

to remain present, the Committee Member shall take temporary leave from the Committee 

proceedings so that he or she is unable to hear or participate in the deliberations and voting on 

the subject matter(s).

B. Board Memberships

Subject to any confidentiality arrangements, Committee Members shall disclose any existing and 

pending memberships on any board of directors or a similar body for an outside company or 

government agency. Helping the community by serving on boards of non-profit or community 

organizations is encouraged, and does not require disclosure or waiver.
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C. Family Members and Close Personal Relationships

Committee Members may not use personal influence to direct Company business to a company

in which any family member or friend has an interest.

D. Investments

Committee Members may not allow their personal investments to influence, or appear to 

influence, their independent judgment on behalf of the Company. If there is any doubt about 

how an investment might be perceived, it should be disclosed and a waiver may be necessary.

E. Gifts

1. Gifts to Committee Members

Committee Members may not accept bribes, kickbacks, gratuities or lavish gifts. Committee 

Members may not accept anything that might make it appear that their judgment while serving as 

a member of a committee would be compromised.

In some rare situations, it would be impractical or harmful to refuse or return a gift. When this 

happens, discuss the situation with the Chief Compliance Officer and/or a member of the 

Company’s Legal Department.

2. Gifts Given by the Company

Some business situations call for giving gifts. The Company’s gifts must be legal, reasonable, 

and approved by the Chief Compliance Officer if of significant value. Committee Members may 

never pay bribes, kickbacks or gratuities.

Committee Members may not provide any gift if it is prohibited by law or provide gifts in 

knowing violation of the policy of the recipient’s organization. For example, the employees of 

many governmental entities around the world are prohibited from accepting gifts. If in doubt, 

check first.

IV. Protection of Company Property and Assets

The Company’s assets may only be used for business purposes and other purposes approved by

the Board of Managers. The Company’s assets may never be used for illegal purposes.

V. Proprietary Information

All trade secrets and confidential information of the Company must be protected. No Committee 

Member should disclose the Company’s trade secrets, confidential information or proprietary 

information to anyone within or outside of the Company unless (1) the recipient will need the 

information to carry out his or her assigned responsibilities as an employee of the Company, (2) 

the recipient is an outsider who has been properly authorized by management to receive such

information, (3) disclosure is expressly permitted by Company policy, (4) the Committee

Member discloses such information only on a strict “need to know” basis to the Committee
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Member’s employer, the employer’s affiliates, and the respective officers, directors, employees,

attorneys, accountants and auditors of the employer and its affiliates after determining that such

persons are eligible, (5) the information has already been made public, or (6) the information is

required by a regulatory agency with jurisdiction over the employer to be disclosed to the

agency.

Inquiries from the press, media, investors or the public regarding the Company should only be 

answered by the officers or employees designated to respond to such inquiries. Employers of 

Committee Members (and any of their employees, including Committee Members) may respond 

to questions from the press or public regarding the Company provided that the response is 

strictly on behalf of the employer’s institution and not on behalf of the Company. The obligation 

not to disclose the Company’s trade secrets, confidential information or proprietary information 

continues after membership on the committee terminates for a period of one year or longer if

specified by a separate agreement.

VI. Compliance with the Law

It is the policy of the Company that its business shall be conducted in accordance with all 

applicable laws of the United States and foreign jurisdictions, and in a manner that will always 

reflect a high standard of ethics. The laws and regulations applicable to the Company are far 

reaching and complex. Compliance with the law does not comprise our entire ethical 

responsibility; rather, it is a minimum, absolutely essential condition for performance of our 

duties. Demands due to business conditions are not excuses for violating the law. Any questions 

or concerns about the legality of an action should be addressed with the Chief Compliance 

Officer or a member of the Company’s Legal Department. Where applicable, Committee 

Members should also feel free to consult with the legal and/or compliance department of their 

respective employer.

VII. Inside Information and Securities Trading

In the course of business activities, you may become aware of nonpublic information regarding 

the business, operations or securities of the Company or firms dealing with the Company. The 

United States securities laws prohibit trading securities on the basis of such nonpublic 

information (often called “inside information”) if it is material. 

VIII. Fair Competition

No Committee Member should ever use any illegal or unethical method to gather competitive 

information. Stealing proprietary information, possessing trade secret information that was 

obtained without consent or inducing such disclosures by past or present Committee Member of 

other companies is prohibited. Additionally, the Company is required to comply with the 

antitrust and unfair competition laws of the United States and the other countries in which the 

Company does business. Committee Members who question whether a contemplated action may 

violate fair competition laws should speak to the Company’s General Counsel or other member 

of the Company’s Legal Department.
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IX. Responsibility to the Company’s Employees

The Company is committed to treating all persons with honesty, fairness and respect, and 

providing a safe and healthy work environment. Abusive, harassing or offensive conduct is 

unacceptable, whether verbal or physical. Examples include derogatory comments based on a 

person’s gender or racial or ethnic characteristics, and unwelcome sexual advances. Committee 

Members are directed to report harassment when it occurs.

Additionally, the Company is committed to providing all employees and others with a safe and 

secure environment. Accordingly, all Committee Members will comply with all health and 

safety laws and regulations as well as Company policies governing health and safety. All 

Committee Members are responsible for immediately reporting accidents, injuries and unsafe 

equipment, practices or conditions to a supervisor or other designated person. 

X. Accuracy and Retention of Business Records

Accounting standards and applicable United States laws require that transactions and events 

relating to the Company’s assets must be properly recorded in the books and accounts of the 

Company and accurately reported in the applicable reports required by and filed with the 

Securities and Exchange Commission and other United States regulatory agencies. No false or 

artificial entries may be made. No entry may be made or recorded in the Company’s books and 

records or reported in any disclosure document that misrepresents, hides or disguises the true 

nature of the event or transaction, and all entries and reports must be made in a timely manner.

XI. Document Retention

Committee Members should consult the Company’s General Counsel or other member of the 

Company’s Legal Department regarding questions related to the Company’s document retention 

guidelines or the propriety of disposing of Company documents or records.
Code of Business Conduct and Ethics for Committee Members

Rev. 02/02/2016

Receipt and Acknowledgement

I acknowledge that I have received a copy of the Company’s Code of Business Conduct and 

Ethics for Committee Members. I understand that each Committee Member is responsible for 

knowing and adhering to the principles and standards of the Code.

Signature ___________________________________________________

Print Name _________________________________________________

Date _______________________________________________________