SEC Division of Investment Management staff letter: ICE Trust U.S. LLC

SHEARMAN & STERLINGlLP
599 LEXINGTON AVENUE I NEW YORK I NY I 10022-6069 WWW.SHEARMAN.COM I T+1.212.848.4000 I F+1.212.848.7179 March 1,2011 Douglas J. Scheidt, Esq. Associate Director and Chief Counsel Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: ICE Trust u.s. LLC:

Custody ofMargin Provided by Investment Companies:

No-Action Request

Dear Mr. Scheidt:
We arc writing on behalf of ICE Trust U.S. LLC ("ICE Trust" or the "Clearinghouse") to request assurancc that the staff of the Division of Investment Management (the "Staff') will not recommend enforcement action under Section 17(1) of the Investment Company Act of 1940, as amended (including the rules thereunder, the '-1940 Act"), if a registered investment company (a "fund") or its custodian maintains certain assets of the fund in the custody of the Clearinghouse or certain of the Clearinghouse'S clearing members for purposes of meeting the Clearinghouse'S or a clearing member's margin requirements. This request is made in the context of ICE Trust's operation of a clearinghouse system intended to centralize and contribute to broader enorts to stabilize the existing market for bilateral credit default swaps ("CDS"). We note that ICE Trust's operations will change upon its planned transition to registration with the Commodity Futures Trading Commission ("CFTC") as a derivatives clearing organization (a "DCO") and with the Commission as a securities clearing agency to comply with various pending requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") (also further described below, see "Dodd-Frank Transition"). We believe that the relevant facts and circumstances of ICE Trust's clearinghouse operations upon ABU DHABI I BEIJING I BRUSSELS I OOSSElDORF I FRANKFURT I HONG KONG I LONDON I MENLO PARK I MILAN I MUNICH