ICE Trade Vault, LLC — Form SDR Application and Exhibits

(Release No. 34-91331; File No. SBSDR-2021-01)

March 16, 2021

Application Letter

Form SDR

Exhibit Index

Exhibit C A list of the officers, directors, governors, and persons performing similar functions, and the members of all standing committees grouped by committee of the applicant or of the entity identified in item 19 that performs the security-based swap data repository and securities information processor activities of the applicant, indicating for each: (a) Name; (b) Title; (c) Dates of commencement and, if appropriate, termination of present term of office or position; (d) Length of time each present officer, director, governor, persons performing similar functions, or member of a standing committee has held the same office or position; (e) Brief account of the business experience of each officer, director, governor, persons performing similar functions, or member of a standing committee over the last five years; (f) Any other business affiliations in the securities industry or derivatives industry; and (g) Details of: (1) any order of the Commission with respect to such person pursuant to Sections 15(b)(4), 15(b)(6), 19(h)(2), or 19(h)(3) of the Exchange Act; (2) any conviction or injunction of a type described in Sections 15(b)(4)(B) or (C) of the Exchange Act within the past ten years; (3) any action of a self-regulatory organization with respect to such person imposing a final disciplinary sanction pursuant to Sections 6(b)(6), l5A(b)(7), or 17A(b)(3)(G) of the Exchange Act; (4) any final action by a self-regulatory organization with respect to such person constituting a denial, bar, prohibition, or limitation of membership, participation, or association with a member, or of access to services offered by such organization or a member thereof; and (5) any final action by another federal regulatory agency, including the Commodity Futures Trading Commission, any state regulatory agency, or any foreign financial regulatory authority resulting in: (i) a finding that such person has made a false statement or omission, or has been dishonest, unfair, or unethical; (ii) a finding that such person has been involved in a violation of any securities-related regulations or statutes; (iii) a finding that such person has been a cause of a business having its authorization to do business denied, suspended, revoked, or restricted; (iv) an order entered, in the past ten years, against such person in connection with a securities-related activity; or (v) any disciplinary sanction, including a denial, suspension, or revocation of such person’s registration or license or otherwise, by order, a prevention from associating with a securities-related business or a restriction of such person’s activities.
  • Exhibit C.1: ICE Trade Vault – List of ICE Trade Vault, LLC Board of Managers and Officers
Exhibit D A copy of documents relating to the governance arrangements of the applicant, including, but not limited to, the nomination and selection process of the members on the applicant’s board of directors, a person or group performing a function similar to a board of directors (collectively, “board”), or any committee that has the authority to act on behalf of the board; the responsibilities of the board and each such committee; the composition of the board and each such committee; and the applicant’s policies and procedures reasonably designed to ensure that the applicant’s senior management and each member of the board or such committee possess requisite skills and expertise to fulfill their responsibilities in the management and governance of the applicant, to have a clear understanding of their responsibilities, and to exercise sound judgment about the applicant’s affairs.
  • Exhibit D.3: ICE Trade Vault – Governance Arrangements
  • Exhibit D.4: Intercontinental Exchange Global Code of Business Conduct
Exhibit E A copy of the constitution, articles of incorporation or association with all amendments thereto, existing by-laws, rules, procedures, and instruments corresponding thereto, of the applicant.
  • Exhibit E.2: ICE Trade Vault – Limited Liability Company Agreement
  • Exhibit E.3: ICE Trade Vault – Certificate of Formation
Exhibit F A narrative and/or graphic description of the organizational structure of the applicant. Note: If the security-based swap data repository or securities information processor activities of the applicant are conducted primarily by a division, subdivision, or other segregable entity within the applicant’s corporation or organization, describe the relationship of such entity within the overall organizational structure and attach as Exhibit F the description that applies to the segregable entity.
  • Exhibit F.3: ICE Trade Vault – Corporate Governance and Personnel Organization Chart
Exhibit L A statement of financial position and results of operations for each affiliate of the applicant as of the end of the most recent fiscal year of each such affiliate.
  • Exhibit L.1: ICE Trade Vault – Affiliates Financial Statements
  • Exhibit L.2: Intercontinental Exchange Form 10-K for 2020
Exhibit M A complete list of all dues, fees, and other charges imposed, or to be imposed, as well as all discounts or rebates offered, or to be offered, by or on behalf of the applicant for its services, including the securitybased swap data repository’s services, securities information processor’s services, and any ancillary services, and identify the service(s) provided for each such due, fee, other charge, discount, or rebate; a description of the basis and methods used in determining at least annually the level and structure of the services as well as the dues, fees, other charges, discounts, or rebates listed in paragraph a of this item; and, if the applicant differentiates, or proposes to differentiate, among its customers, or classes of customers in the amount of any dues, fees, or other charges imposed or any discount or rebate offered for the same or similar services, then state and indicate the amount of each differential. In addition, identify and describe any differences in the cost of providing such services, and any other factors, that account for such differences.
  • Exhibit M.1: ICE Trade Vault – Dues, Fees and Charges
  • Exhibit M.2: ICE Trade Vault – Security-Based Swap Data Repository Service and Pricing Schedule
Exhibit N A narrative description, or the functional specifications, of each service or function listed in item 7 and performed as a security-based swap data repository or securities information processor. Include a description of all procedures utilized for the collection and maintenance of information or records with respect to transactions or positions in, or the terms and conditions of, security-based swaps entered into by market participants.
  • Exhibit N.4: ICE Trade Vault – Public Dissemination Regulatory Guide
  • Exhibit N.5: ICE Trade Vault – SBSDR Fields and Validations
  • Exhibit N.6: ICETV SBSDR User Onboarding Guide
Exhibit U Copies of all contracts governing the terms by which persons may subscribe to the security-based swap data repository services, securities information processor services, and any ancillary services provided by the applicant. To the extent that form contracts are used by the applicant, submit a sample of each type of form contract used.
  • Exhibit U.2: ICE Trade Vault – Participant Agreement
  • Exhibit U.4: ICE Trade Vault – SEC No LEI Set Up Request Form
Exhibit V A description of any specifications, qualifications, or other criteria that limit, are interpreted to limit, or have the effect of limiting access to or use of any security-based swap data repository or securities information processor services offered or data maintained by the applicant and state the reasons for imposing such specifications, qualifications, or other criteria.
Exhibit HH If the applicant has a rulebook, then the applicant may attach the rulebook as Exhibit HH.
  • Exhibit HH.2: ICE Trade Vault SBSDR Rulebook and SBSDR Annex