Federal Register / Vol. 81, No. 23 / Thursday, February 4, 2016 / Notices 6063 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6). 

5See ICC Rule 505(c). 

6 15 U.S.C. 78q–1(b)(3)(F). 

7 Id. 

8 Id. 

9 17 CFR 240.17Ad–22. 

10 17 CFR 240.17Ad–22(d)(8). 

11 15 U.S.C. 78s(b)(3)(A). 

12 17 CFR 240.19b–4(f)(6). 

13 Id. 

14 17 CFR 240.19b–4(f)(6)(iii). 

15For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

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

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–76997; File No. SR–ICC– 

2016–001] 

Self-Regulatory Organizations; ICE 

Clear Credit LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Revise the ICC Risk 

Management Framework 

January 29, 2016. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on January 

27, 2016, ICE Clear Credit LLC (‘‘ICC’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared primarily by ICC. 

ICC filed the proposed rule change 

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

Act and Rule 19b–4(f)(6) 4 thereunder, 

so that the proposed rule change was 

effective upon filing with the 

Commission. 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 

ICC proposes a revision to the ICC 

Risk Management Framework to 

formalize the reporting line of the ICC 

Chief Risk Officer. This revision does 

not require any change to the ICC 

Clearing Rules. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, ICC 

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. ICC has prepared 

summaries, set forth in sections A, B, 

and C below, of the most significant 

aspects of these statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

ICC proposes revising its Risk 

Management Framework to address a 

CFTC recommendation regarding ICC’s 

governance arrangements by including 

language regarding the ability of risk 

management personnel to access the 

Board. Specifically, ICC added language 

regarding the reporting line of ICC’s 

Chief Risk Officer, namely that the ICC 

Chief Risk Officer reports to the 

Chairperson of the ICC Risk Committee, 

who is also a non-executive manager on 

the Board.5 ICC’s policy has always 

allowed for the ICC Chief Risk Officer to 

report to the Chairperson of the ICC Risk 

Committee; such changes formalize this 

policy in the ICC Risk Management 

Framework. 

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

requires, among other things, that the 

rules of a clearing agency be designed to 

protect investors and the public interest 

and to comply with the provisions of 

the Act and the rules and regulations 

thereunder. ICC believes that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to ICC, in particular, Section 

17(A)(b)(3)(F),7 because ICC believes 

that the proposed rule change will 

protect investors and the public interest, 

as the proposed revision provides 

additional clarity regarding ICC’s 

governance arrangements, specifically 

the reporting line of the ICC Chief Risk 

Officer. As such, the proposed rule 

change is designed to protect investors 

and the public interest within the 

meaning of Section 17(A)(b)(3)(F) 8 of 

the Act. In addition, the proposed 

revision is consistent with the relevant 

requirements of Rule 17Ad–22,9 as the 

revision provides further clarify [sic] 

and transparency regarding ICC’s 

governance arrangements, in accordance 

with the requirements of Rule 17Ad– 

22(d)(8).10 Further, through this Risk 

Management Framework revision, ICC is 

complying with a directive from the 

CFTC regarding ICC’s governance 

arrangements. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

ICC does not believe the proposed 

rule change would have any impact, or 

impose any burden, on competition. ICC 

is formalizing the reporting line of its 

Chief Risk Officer and not making any 

substantive changes to its overall risk 

management framework. Therefore, ICC 

does not believe the proposed rule 

changes impose any burden on 

competition that is inappropriate in 

furtherance of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

Written comments relating to the 

proposed rule change have not been 

solicited or received. ICC will notify the 

Commission of any written comments 

received by ICC. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: 

(i) Significantly affect the protection 

of investors or the public interest; 

(ii) impose any significant burden on 

competition; and 

(iii) become operative for 30 days 

from the date on which it was filed, or 

such shorter time as the Commission 

may designate, it has become effective 

pursuant to Section 19(b)(3)(A) 11 of the 

Act and Rule 19b–4(f)(6) 12 thereunder. 

A proposed rule change filed under 

Rule 19b–4(f)(6) 13 normally does not 

become operative for 30 days after the 

date of filing. However, pursuant to 

Rule 19b–4(f)(6)(iii) 14 the Commission 

may designate a shorter time if such 

action is consistent with the protection 

of investors and the public interest. 

ICC has asked the Commission to 

waive the 30-day operative delay so that 

the proposal may become operative 

immediately upon filing. According to 

ICC, the proposed rule change does not 

present any novel or controversial 

issues. Rather, ICC is merely formalizing 

its policy of allowing the ICC’s Chief 

Risk Officer to report to the Chairperson 

of the ICC Risk Committee. Accordingly, 

the Commission believes that waiving 

the 30-day operative delay is consistent 

with the protection of investors and the 

public interest. Therefore, the 

Commission designates the proposed 

rule change to be operative upon 

filing.15

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
6064 Federal Register / Vol. 81, No. 23 / Thursday, February 4, 2016 / Notices 

16 17 CFR 200.30–3(a)(12). 

1 Interests in the Fund will be sold only to 

persons who are both: (a) ‘‘accredited investors,’’ as 

defined in Regulation D under the Securities Act; 

and (b) ‘‘qualified clients,’’ as defined in rule 205– 

3 under the Advisers Act. The Fund reserves the 

right to register Interests under the Securities Act 

and to conduct a public offering of Interests in the 

future. These Interests will be offered subject to 

minimum initial and subsequent purchase 

requirements. 

investors, or otherwise in furtherance of 

the purposes of the Act. 

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 rulecomments@sec.gov. Please include File 

Number SR–ICC–2016–001 on the 

subject line. 

Paper Comments 

Send paper comments in triplicate to 

Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–ICC–2016–001. 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 Web site (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 Web site 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 the 

filing also will be available for 

inspection and copying at the principal 

office of ICE Clear Credit and on ICE 

Clear Credit’s Web site at https:// 

www.theice.com/clear-credit/regulation. 

All comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–ICC–2016–001 and should 

be submitted on or before February 25, 

2016. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2016–02060 Filed 2–3–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31975; 812–14518] 

Susa Registered Fund, LLC and Susa 

Fund Management LLP; Notice of 

Application 

January 29, 2016. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

section 6(c) of the Investment Company 

Act of 1940 (the ‘‘Act’’) for an 

exemption from sections 18(c) and 18(i) 

of the Act and for an order pursuant to 

section 17(d) of the Act and rule 17d– 

1 under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

registered closed-end management 

investment companies to issue multiple 

classes of limited liability company 

interests (‘‘Interests’’) and to impose 

asset-based service and/or distribution 

and contingent deferred sales loads 

(‘‘CDSCs’’). 

APPLICANTS: Susa Registered Fund, LLC 

(the ‘‘Fund’’) and Susa Fund 

Management LLP (the ‘‘Adviser’’) 

(together, the ‘‘Applicants’’). 

FILING DATES: The application was filed 

on July 23, 2015 and amended on 

October 13, 2015. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the requested relief 

will be issued unless the Commission 

orders a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. 

Hearing requests should be received 

by the Commission by 5:30 p.m. on 

February 23, 2016, and should be 

accompanied by proof of service on the 

applicants, in the form of an affidavit, 

or, for lawyers, a certificate of service. 

Pursuant to rule 0–5 under the Act, 

hearing requests should state the nature 

of the writer’s interest, any facts bearing 

upon the desirability of a hearing on the 

matter, the reason for the request, and 

the issues contested. Persons who wish 

to be notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090; 

Applicants, c/o Kenneth S. Gerstein, 

Esq., Schulte Roth & Zabel LLP, 919 

Third Avenue, New York, NY 10022. 

FOR FURTHER INFORMATION CONTACT: 

Vanessa M. Meeks, Senior Counsel, or 

Melissa R. Harke, Branch Chief, at (202) 

551–6825 (Chief Counsel’s Office, 

Division of Investment Management). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or an applicant using the 

Company name box, at http://

www.sec.gov/search/search.html or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. The Fund is a continuously offered 

non-diversified closed-end management 

investment company registered under 

the Act and organized as a Delaware 

limited liability company. 

2. The Adviser, a limited liability 

partnership incorporated under the laws 

of England and Wales, is registered with 

the Commission as an investment 

adviser under the Investment Advisers 

Act of 1940, as amended (the ‘‘Advisers 

Act’’). 

3. The Fund will continuously offer 

Interests in private placements in 

reliance on the provisions of Regulation 

D under the Securities Act of 1933, as 

amended (‘‘Securities Act’’).1 Interests 

in the Fund are not listed on any 

securities exchange and do not trade on 

an over-the-counter system such as 

NASDAQ. Applicants do not expect that 

any secondary market will develop for 

Interests. 

4. The Fund currently issues a single 

class of Interests (‘‘Initial Class’’) at net 

asset value. The Fund proposes to offer 

multiple classes of Interests at net asset 

value that may (but would not 

necessarily) be subject to a front-end 

sales load, an asset-based service fee 

and/or distribution fee, and/or an Early 

Repurchase Fee (defined below), in each 

case as set forth in the Fund’s 

confidential private placement 


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