Federal Register, Volume 90 Issue 106 (Wednesday, June 4, 2025)

[Federal Register Volume 90, Number 106 (Wednesday, June 4, 2025)]
[Notices]
[Pages 23744-23751]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-10115]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-103151; File No. SR-ICC-2025-007]

Self-Regulatory Organizations; ICE Clear Credit LLC; Notice of
Filing of Proposed Rule Change Relating to the ICE Clear Credit
Recovery Plan and the ICE Clear Credit Wind-Down Plan

May 29, 2025.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of
1934,\1\ and Rule 19b-4,\2\ notice is hereby given that on May 19,
2025, ICE Clear Credit LLC (``ICE Clear Credit'' or ``ICC'') filed with
the Securities and Exchange Commission the proposed rule change as
described in Items I, II and III below, which Items have been prepared
primarily by ICC. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change

The principal purpose of the proposed rule change is to revise its
(i) Recovery Plan (the ``Recovery Plan''), and (ii) the Wind-Down Plan
(the ``Wind-Down Plan'') (collectively, the ``Plans'').\3\
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\3\ Capitalized terms used but not defined herein have the
meanings specified in the Rules.
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II. Clearing Agency'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,
security-based swap submission, or advance notice and discussed any
comments it received on the proposed rule change, security-based swap
submission, or advance notice. The text of these statements may be
examined at the places specified in Item IV below. ICC has prepared

[[Page 23745]]

summaries, set forth in sections (A), (B), and (C) below, of the most
significant aspects of these statements.

(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change

(a) Purpose
ICC proposes revising the Recovery Plan and the Wind-Down Plan,
which serve as plans for the recovery and orderly wind-down of ICC
necessitated by credit losses, liquidity shortfalls, losses from
general business risk, or any other losses, consistent with Securities
and Exchange Commission (``SEC'' or the ``Commission'') Rule 17Ad-
22(e)(3)(ii) \4\ and SEC Rule 17Ad-26.\5\ ICC proposes to make such
changes effective following Commission approval of the proposed rule
change. The proposed rule change is described in detail as follows.
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\4\ See 17 CFR 240.17ad-22(e)(3)(ii).
\5\ See 17 CFR 240.17ad-26.
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ICC Recovery Plan
Consistent with the regulations applicable to ICC, the Recovery
Plan is designed to establish ICC's actions to maintain its viability
as a going concern to address any uncovered credit loss, liquidity
shortfall, capital inadequacy, or business, operational or other
structural weakness that threatens ICC's viability. The proposed
amendments reflect and relate to changes that impacted ICC in the past
year, including changes necessary to comply with new regulatory
requirements. The proposed changes described below include revisions to
ICC's governance structure. In addition, the proposed changes update
the description of ICC's clearing services, service providers and ICC's
management of risks from relationships with service providers for core
services. Finally, ICC proposes general updates and edits to the Plans
intended to promote clarity and to ensure that the information provided
is current. In Section I. and throughout the document, the proposed
changes specify that the information provided in the amended Recovery
Plan is current as of December 31, 2024, unless otherwise stated.
ICC proposes revisions to the Recovery Plan to add references to
various new regulatory requirements that were finalized in 2024. Most
notably, ICC proposes to add references to SEC Rule 17Ad-26 \6\ which
sets out the requirements for the recovery and wind-down plans of
covered clearing agencies such as ICC. ICC proposes to update Section
III. `Regulatory Requirements for the Recovery Plan' of the Recovery
Plan to add a summary of new SEC Rule 17Ad-26. In addition to the
summary in Section III. of the Recovery Plan, ICC proposes to add
references to SEC Rule 17Ad-26 throughout the Recovery Plan, including
to Sections I., II., V., VII., VIII., and IX.
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\6\ 17 CFR 240.17ad-26.
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In addition, ICC proposes revisions to the Recovery Plan to add
references to new SEC Rule 17Ad-25 which lays out certain requirements
for clearing agency boards of directors and conflicts of interest.\7\
Primarily, proposed re-titled Section V. `Clearing Services & Service
Providers' of the Recovery Plan contains references to SEC Rule 17Ad-
25(a), SEC Rule 17Ad-26(a)(i) and (ii), and SEC Rule 17Ad-26(b), as
they relate to requirements for a clearing agency's management of risks
from relationships with service providers for core services \8\
(described in greater detail below). In addition, ICC proposes to add a
reference to SEC Rule 17Ad-25 in Section IV. of the Recovery Plan in
the list of applicable regulations related to evaluating the
independence of managers of ICC's Board.
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\7\ 17 CFR 240.17ad-25.
\8\ 17 CFR 240.17ad-25(a), 17 CFR 240.17ad-26(a)(i) and (ii),
and 17 CFR 240. 17ad-26(b).
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With respect to governance structure changes, ICC proposes to
update the Recovery Plan to reflect that ICC added a Board level
Nominating Committee in 2024.\9\ Such change to ICC's governance
structure is required under SEC Rule 17Ad-25(c).\10\ With the addition
of the Nominating Committee, ICC proposes to add Sub-Section IV.C.3.vi.
`Nominating Committee' to the Recovery Plan to add a description of the
Nominating Committee. The proposed new sub-section describes the role
of the Nominating Committee, which is to assist the Board in (i)
identifying and attracting highly qualified individuals to serve as
members of the Board; (ii) evaluating the individuals nominated to the
Board by the Risk Committee; and (iii) evaluating and providing
recommendations to the Board on whether members of the Board qualify as
independent under applicable independence standards. The proposed new
sub-section also provides a description of the composition of the
Nominating Committee (i.e., a minimum of three (3) members, all of
which are members of the Board, a majority of which meet the
independence standards, and one member is appointed as chairperson).
Members of the Nominating Committee shall be appointed by the Board,
subject to the written consent of ICC's parent entity.\11\ In addition,
ICC proposes to revise Section IV.C. `Management/Governance' of the
Recovery Plan to add a reference to the Nominating Committee's role in
evaluating the independence of members of the Board.
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\9\ See Exchange Act Release No. 101820 (December 5, 2024), 89
FR 99917 (December 11, 2024) (SR-ICC-2024-010).
\10\ 17 CFR 240.17ad-25(c).
\11\ ICC's sole member and parent entity is ICE US Holding
Company L.P. (``ICE US Holding'').
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In addition, ICC proposes to update the Recovery Plan to reflect
that the composition of the Risk Committee changed in 2024.\12\
Specifically, two (2) additional Risk Committee seats were added which
increased the size of the Risk Committee from twelve (12) members to
fourteen (14) members. The two (2) additional Risk Committee seats are
for representatives of customers of Clearing Participants, as required
under applicable Commodity Futures Trading Commission (``CFTC'')
regulations.\13\ As a result, ICC proposes to revise Section IV.C.
`Management/Governance' of the Recovery Plan to reference the new size
and composition of the Risk Committee.
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\12\ See Exchange Act Release No. 100876 (August 29, 2024), 89
FR 72538 (September 5, 2024) (SR-ICC-2024-009).
\13\ 17 CFR 39.24(b)(11).
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Furthermore, ICC proposes to update the Recovery Plan to reflect
that ICC added a Risk Advisory Working Group to ICC's governance
structure in 2024.\14\ The addition of the Risk Advisory Working Group
to ICC's governance structure is required under applicable CFTC
regulations.\15\ With the addition of the Risk Advisory Working Group,
ICC proposes to add Sub-Section IV.C.2.ii. `Risk Advisory Working
Group' to the Recovery Plan to add a description of the Risk Advisory
Working Group. The proposed new sub-section describes the role of the
Risk Advisory Working Group, which is a forum to seek risk-based input
from a broad array of market participants regarding all matters that
could materially affect the risk profile of ICC. The proposed new sub-
section also provides a description of the composition of the Risk
Advisory Working Group which is chaired by the ICC Chief Risk Officer
and includes a minimum of two (2) members who are representatives of
Clearing Participants and a minimum of two (2) members who are
representatives of customers of Clearing Participants. Members of the
Risk Advisory Working Group are appointed by the ICC President, subject
to the approval of the Risk Committee. In addition to the summary in
proposed new Sub-Section IV.C.2.ii of the

[[Page 23746]]

Recovery Plan, ICC proposes to add references to the Risk Advisory
Working Group to Sections IV.C. and IX. of the Recovery Plan.
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\14\ See Exchange Act Release No. 100876 (August 29, 2024), 89
FR 72538 (September 5, 2024) (SR-ICC-2024-009).
\15\ 17 CFR 39.24(b)(12).
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In addition, ICC proposes to update the Recovery Plan to reflect
that ICC eliminated both the Advisory Committee and the Risk Management
Subcommittee from ICC's governance structure in 2024.\16\ Specifically,
ICC proposes to remove (i) Section IV.C.2.iii. of the Recovery Plan
which described the retired Advisory Committee; and (ii) Section
IV.C.3.iv. of the Recovery Plan which described the retired Risk
Management Subcommittee. In connection with the retirement of these two
governance committees, ICC proposes to remove references to the
Advisory Committee and the Risk Management Subcommittee from Sections
IV.C. and IX. of the Recovery Plan.
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\16\ See Exchange Act Release No. 100876 (August 29, 2024), 89
FR 72538 (September 5, 2024) (SR-ICC-2024-009).
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Related to the proposed governance changes described above, ICC
proposes to revise Section IV.C. `Management/Governance' of the
Recovery Plan to update the chart which summarizes ICC's governance
structure. Specifically, the chart would be updated to reflect the
changes to the composition of the Risk Committee, addition of the
Nominating Committee, addition of the Risk Advisory Working Group, and
removal of the Advisory Committee and the Risk Management Subcommittee.
Also, ICC proposes to update Section IV.C.1. `ICC Board of
Managers' of the Recovery Plan to reflect changes to the managers of
the Board. Specifically, ICE US Holding replaced former Independent
Manager Vincent Tese with Marti Tirinnanzi, and former Risk Committee
nominated Non-Independent Manager Biswarup Chatterjee resigned from the
Board, and as a result of the vacancy created by Mr. Chatterjee's
resignation, new Risk Committee nominated Non-Independent Manager
Viktor Vadasz was appointed to the Board. ICC also proposes to update
the titles of members of the Board to ensure they are current,
including noting that Terrence Martell is now Chairperson of the Board
(a title previously held by former member of the Board Vincent Tese).
With respect to proposed changes related to updating the
description of ICC's clearing services, service providers and ICC's
management of risks from relationships with service providers for core
services, ICC proposes to amend and rename Section V. `Clearing
Services & Service Providers' of the Recovery Plan. Such proposed
revisions are intended to update the Recovery Plan to reflect the
changes and clarification made to ICC's Operational Risk Management
Framework in 2024.\17\ Specifically, ICC proposes to rename Section V.
from `Critical Services & Providers of Critical Services' to `Clearing
Services & Service Providers'. The proposed revisions also include
replacing the term ``vendors'' to ``service providers''. Also, ICC
proposes clarifications to provide a defined term to existing
abbreviations `Master Service Agreement' (``MSA'') in the `Critical
Services Provided to ICC by ICE Affiliates' table, as well as replace
`SA/SLA' with `Clearing Settlement and Services Agreement' (``CSSA'')
to reflect the applicable legal agreements between ICC and
Intercontinental Exchange, Inc. (``ICE Inc.''). ICC proposes to remove
the bullet point list of items that may be included in the risk
assessments of third parties providing critical services in Section
V.A.2. in an effort to ensure consistency with the changes and
clarification made to ICC's Operational Risk Management Framework in
2024.\18\ Instead, ICC proposes to include a bullet point list of items
that may be included in the risk assessments of external service
providers for core services (``SPCS''), which would be conducted by
ICC's BCP and DR Oversight Committee \19\ (``BDOC''), in new Section
V.B. For clarity, ICC proposes to move a statement regarding the
analysis and management of risk posed by third party external service
providers that provide critical services to ICC to directly below the
table highlighting the critical services provided to ICC by third party
service providers in Section V.A.2. Further, new Section V.B. `Core
Services' to the Recovery Plan adds procedures regarding ICC's
management of the risks related to relationships with SPCS.
Specifically, proposed Section V.B. updates the description of how ICC
identifies and manages its SPCS using a two-pronged assessment approach
broken down between internal and external service providers, consistent
with the recent changes to the Operational Risk Management
Framework.\20\ With respect to internal service providers and external
service providers, the proposed changes to the Recovery Plan describe
certain services provided by ICE Inc. and the applicable legal
agreements between ICC and ICE Inc. Proposed Section V.B. also
identifies and discusses the staffing roles necessary to support the
core services on a daily basis and in the event of recovery. In
addition to the proposed changes to Section V., ICC proposes additional
changes and references to ICC's clearing services and service providers
in Sections I., II. and VI. of the Recovery Plan to ensure consistency
with the revisions made, and terminology used, in revised Section V. of
the Recovery Plan.
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\17\ See Exchange Act Release No. 101819 (December 5, 2024), 89
FR 99949 (December 11, 2024) (SR-ICC-2024-011).
\18\ Id.
\19\ The ICC BCP and DR Oversight Committee is a subcommittee of
the ICC Compliance Committee and assists the ICC Compliance
Committee in fulfilling its oversight responsibilities with respect
to: (i) providing Business Continuity Planning (``BCP'') and
Disaster Recovery (``DR'') guidance; (ii) approving BCP and DR
program documentation; (iii) reviewing reports on the effectiveness
of BCP and DR testing; and (iv) the performance of such other
functions as the ICC Compliance Committee may assign from time to
time.
\20\ See Exchange Act Release No. 101819 (December 5, 2024), 89
FR 99949 (December 11, 2024) (SR-ICC-2024-011).
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Furthermore, ICC proposes to update the contractual agreement
analysis chart contained in Section VI. `Interconnections and
Interdependencies' in the Recovery Plan. Such proposed changes are
related to the addition of analysis of the contractual agreement with
an additional external service provider, additional settlement services
providers, as well as the removal of the contractual analysis of a
retired settlement services provider.
ICC proposes to update Section IX.B. `Governance Structure and
Controls' of the Recovery Plan to provide additional details regarding
ICC's testing of the Recovery Plan. First, ICC proposes to clarify that
the Recovery Plan will be tested at least every twelve (12) months
rather than annually. In addition, ICC proposes to clarify that such
testing will include the participation of Clearing Participants and,
when practical, other stakeholders. Furthermore, ICC proposes to
confirm that its testing of the Recovery Plan will be in addition to
ICC's annual default management drills and exercises. Also, ICC
proposes to add that when Recovery Plan testing is of a non-default
loss scenario, ICC will consider whether it is appropriate or practical
to have Clearing Participants involved in the testing. Furthermore,
also with respect to the testing of non-default scenarios, ICC proposes
changes to clarify that ICC will also consider including other
stakeholders in such testing in order to allow for participation by
stakeholders in those aspects of testing that would affect such
stakeholders as required under SEC Rules 17Ad-26(a)(8)(i) and (ii).\21\
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\21\ 17 CFR 240.17ad-26(a)(8)(i) and (ii).

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[[Page 23747]]

ICC further proposes to update `Exhibit 35: Key ICC Reports and
Descriptions' [sic] in Section XII. of the Recovery Plan. Such proposed
changes to Exhibit 35 [sic] are necessary to reflect the general
reorganization and consolidation of such key reports by ICC which
occurred in 2024. Such reorganization and consolidation of the key
reports were made to increase efficiency and transparency with respect
to ICC's key reports. Such reorganization and consolidation is
reflected in the proposed changes to Exhibit 35 [sic] to delete the
former report name, description, frequency and identification of the
relevant MIS system, and the addition of the new report name,
description, frequency and identification of the relevant MIS system.
In addition to the foregoing proposed changes, ICC proposes general
updates to the Recovery Plan to ensure that the information in the
Recovery Plan is current and accurate. Namely, the proposed changes
ensure that relevant information regarding ICC for the purposes of
recovery planning, such as information about ICC's ownership and
operation, is current with respect to:
Clearing Participants in Section IV.B.;
ICC revenue, volume, and expense data in Section IV.D.;
ICC personnel and facilities in Section VI.A.;
identification of ICC's counterparties in the Counterparty
Chart in Section VI.B.;
change in contact information for SEC contacts in Section
VII.B.;
contact information for clearing participant default
insurance in Section VIII.B.;
ICE Inc., insurance coverage in Section VIII.B.;
ICE Inc. and ICC balance sheet information in Section
VIII.B.;
ICC dividend payments made in 2024 in Section VIII.B.;
ICC 2024 outsourcing fees in Section VIII.B.;
ICC 2024 compensation data in Section VIII.B.;
ICC lease payments to ICE Inc. Section VIII.B.;
legal expenses for recovery in Section X.;
calculation of ICC's projected 12-month operating expenses
in Section X.;
ICC and ICE Inc. financial information in Section XI.; and
financial service providers that hold CP cash and
collateral in Appendix C in Section XIII.
Finally, ICC proposes non-substantive drafting changes and
improvements to the Recovery Plan, such as the correction of
typographical errors, the re-numbering of sub-sections to reflect the
addition and deletion of sub-sections as described above, and updating
the revision history in the Recovery Plan.
ICC Wind-Down Plan
Consistent with the regulations applicable to ICC, the Wind-Down
Plan is designed to establish how ICC could be wound-down in an orderly
manner. The proposed amendments reflect and relate to changes that
impacted ICC in the past year, including changes necessary to comply
with new regulatory requirements. The proposed changes described below
include revisions to ICC's governance structure. In addition, the
proposed changes update the description of ICC's clearing services,
service providers and ICC's management of risks from relationships with
service providers for core services. Finally, ICC proposes general
updates and edits to the Wind-Down Plan intended to promote clarity and
to ensure that the information provided is current. In Section I and
throughout the document, the proposed changes specify that the
information provided in the amended Wind-Down Plan is current as of
December 31, 2024, unless otherwise stated.
ICC proposes revisions to the Wind-Down Plan to add references to
various new regulatory requirements that were finalized in 2024. Most
notably, ICC proposes to add references to SEC Rule 17Ad-26 \22\ which
sets out the requirements for the recovery and wind-down plans of
covered clearing agencies such as ICC. ICC proposes to update Section
III. `Regulatory Requirements for the Wind-Down Plan' of the Wind-Down
Plan to add a summary of new SEC Rule 17Ad-26. In addition to the
summary in Section III. of the Wind-Down Plan, ICC proposes to add
references to SEC Rule 17Ad-26 throughout the Wind-Down Plan, including
to Sections I., II., V., VI., VII., and X.
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\22\ 17 CFR 240.17ad-26.
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In addition, ICC proposes revisions to the Wind-Down Plan to add
references to new SEC Rule 17Ad-25 which lays out certain requirements
for clearing agency boards of directors and conflicts of interest.\23\
Primarily, proposed new Section VII.B.1. `Core Services' of the Wind-
Down Plan contains references to SEC Rule 17Ad-25, SEC Rule 17Ad-
26(a)(i) and (ii), and SEC Rule 17Ad-26(b), as they relate to
requirements for a clearing agency's management of risks from
relationships with service providers for core services \24\ (described
in greater detail below). In addition, ICC proposes to update the Wind-
Down Plan to reflect that the composition of the Risk Committee changed
in 2024.\25\ Specifically, two (2) additional Risk Committee seats were
added which increased the size of the Risk Committee from twelve (12)
members to fourteen (14) members. The two (2) additional Risk Committee
seats are for representatives of customers of Clearing Participants, as
required under applicable CFTC regulations.\26\ As a result, ICC
proposes to revise Section IV.B. `Management/Governance' of the Wind-
Down Plan to reference the new size and composition of the Risk
Committee.
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\23\ 17 CFR 240.17ad-25.
\24\ 17 CFR 240.17ad-25, 17 CFR 240.17ad-26(a)(i) and (ii), and
17 CFR 240. 17ad-26(b).
\25\ See Exchange Act Release No. 100876 (August 29, 2024), 89
FR 72538 (September 5, 2024) (SR-ICC-2024-009).
\26\ 17 CFR 39.24(b)(11).
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Furthermore, ICC proposes to update the Wind-Down Plan to reflect
that ICC added a Risk Advisory Working Group to ICC's governance
structure in 2024.\27\ The addition of the Risk Advisory Working Group
to ICC's governance structure is required under applicable CFTC
regulations.\28\ With the addition of the Risk Advisory Working Group,
ICC proposes to add Sub-Section IV.B.2.ii. `Risk Advisory Working
Group' to the Wind-Down Plan to add a description of the Risk Advisory
Working Group. The proposed new sub-section describes the role of the
Risk Advisory Working Group, which is a forum to seek risk-based input
from a broad array of market participants regarding all matters that
could materially affect the risk profile of ICC. The proposed new sub-
section also provides a description of the composition of the Risk
Advisory Working Group which is chaired by the ICC Chief Risk Officer
and includes a minimum of two (2) members who are representatives of
Clearing Participants and a minimum of two (2) members who are
representatives of customers of Clearing Participants. Members of the
Risk Advisory Working Group are appointed by the ICC President, subject
to the approval of the Risk Committee. In addition to the summary in
proposed new Sub-Section IV.B.2.ii. of the Wind-Down Plan, ICC proposes
to add additional references to the Risk Advisory Working Group to
Section IV.B. of the Wind-Down Plan.
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\27\ See Exchange Act Release No. 100876 (August 29, 2024), 89
FR 72538 (September 5, 2024) (SR-ICC-2024-009).
\28\ 17 CFR 39.24(b)(12).

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[[Page 23748]]

In addition, ICC proposes to update the Wind-Down Plan to reflect
that ICC eliminated both the Advisory Committee and the Risk Management
Subcommittee from ICC's governance structure in 2024.\29\ Specifically,
ICC proposes to remove references to the retired Advisory Committee and
the retired Risk Management Subcommittee from Section IV.B. of the
Wind-Down Plan.
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\29\ See Exchange Act Release No. 100876 (August 29, 2024), 89
FR 72538 (September 5, 2024) (SR-ICC-2024-009).
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Related to the proposed governance changes described above, ICC
proposes to revise Section IV.B. `Management/Governance' of the Wind-
Down Plan to update the chart which summarizes ICC's governance
structure. Specifically, the chart would be updated to reflect the
changes to the composition of the Risk Committee, addition of the
Nominating Committee, addition of the Risk Advisory Working Group, and
removal of the Advisory Committee and the Risk Management Subcommittee.
Also, ICC proposes to update Section IV.B.1. `ICC Board of
Managers' of the Wind-Down Plan to reflect changes of the managers of
the Board. Specifically, ICE US Holding replaced former Independent
Manager Vincent Tese with Marti Tirinnanzi, and former Risk Committee
nominated Non-Independent Manager Biswarup Chatterjee resigned from the
Board, and as a result of the vacancy created by Mr. Chatterjee's
resignation, new Risk Committee nominated Non-Independent Manager
Viktor Vadasz was appointed to the Board. ICC also proposes to update
the titles of members of the Board to ensure they are current,
including noting that Terrence Martell is now Chairperson of the Board
(a title previously held by former member of the Board Vincent Tese).
With respect to proposed changes related to updating the
description of ICC's clearing services, service providers and ICC's
management of risks from relationships with service providers for core
services, ICC proposes to amend and rename Section VI.C. `Continuation
of the Critical Operations and Clearing Services in Wind-Down' of the
Wind-Down Plan. In addition, ICC proposes to revise Section VII.
`Interconnections and Interdependencies: Impact on Wind-Down Plan' of
the Wind-Down Plan. Such proposed revisions are intended to update the
Wind-Down Plan to reflect the changes and clarification made to ICC's
Operational Risk Management Framework in 2024.\30\ The proposed
revisions also include replacing the term ``vendors'' to ``service
providers''. Also, ICC proposes clarifications to provide a defined
term to existing abbreviations ``MSA'' in the `Critical Services
Provided to ICC by ICE Affiliates' table, as well as replace `SA/SLA'
with ``CSSA'' to reflect the applicable legal agreements between ICC
and ICE Inc. ICC proposes to remove the bullet point list of items that
may be included in the risk assessments of third parties providing
critical services in Section VII.B. in an effort to ensure consistency
with the changes and clarification made to ICC's Operational Risk
Management Framework in 2024.\31\ Instead, ICC proposes to include a
bullet point list of items that may be included in the risk assessments
of SPCS, which would be conducted by ICC's BDOC, in new Section
VII.B.1. For clarity, ICC proposes to move a statement regarding the
analysis and management of risk posed by third party external service
providers that provide critical services to ICC to directly below the
table highlighting the critical services provided to ICC by third party
service providers in VII.B.
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\30\ See Exchange Act Release No. 101819 (December 5, 2024), 89
FR 99949 (December 11, 2024) (SR-ICC-2024-011).
\31\ Id.
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Further, new Section VII.B.1. `Core Services' to the Wind-Down Plan
adds procedures regarding ICC's management of the risks related to
relationships with SPCS. Specifically, proposed Section VII.B.1.
updates the description of how ICC identifies and manages its SPCS
using a two-pronged assessment approach broken down between internal
and external service providers, consistent with the recent changes to
the Operational Risk Management Framework.\32\ With respect to internal
service providers and external service providers, the proposed changes
to the Wind-Down Plan describes certain services provided by ICE Inc.
and the applicable legal agreements between ICC and ICE Inc. Proposed
Section VII.B.1. also identifies and discusses the staffing roles
necessary to support the core services on a daily basis and in the
event of wind-down. In addition to the proposed changes to Section
VII., ICC proposes additional changes and references to ICC's clearing
services and service providers in Sections II. and VI. of the Wind-Down
Plan to ensure consistency with the revisions made, and terminology
used, in revised Section VII. of the Wind-Down Plan.
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\32\ Id.
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Furthermore, ICC proposes to update the contractual agreement
analysis chart contained in Section VIII. `Contractual Agreements--
Impact on Wind-Down Plan' in the Wind-Down Plan. Such proposed changes
are related to the addition of analysis of the contractual agreement
with an additional external service provider, additional settlement
services providers, as well as the removal of the contractual analysis
of a retired settlement services provider.
ICC proposes to update Section X. `Wind-Down Plan Governance' of
the Wind-Down Plan to provide additional details regarding ICC's
testing of the Wind-Down Plan. First, ICC proposes to clarify that the
Wind-Down Plan will be tested at least every twelve (12) months rather
than annually. In addition, ICC proposes to clarify that it will
consider whether it is appropriate or practical to have Clearing
Participants involved in the wind-down testing. Furthermore, ICC
proposes to update Section X of the Wind-Down Plan to add the process
that senior management, the Risk Committee, and the Board must take
following the test of a Wind-Down pursuant to SEC Rule 17Ad-
26(a)(8)(iii).\33\
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\33\ 17 CFR 240.17ad-26(a)(8)(iii).
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In addition to the foregoing proposed changes, ICC proposes general
updates to the Wind-Down Plan to ensure that the information in the
Wind-Down Plan is current and accurate. Namely, the proposed changes
ensure that relevant information regarding ICC for the purposes of
wind-down planning, such as information about ICC's ownership and
operation, is current with respect to:
Clearing Participants in Section IV.A.;
change in contact information for the SEC contacts in
Section VI.A.;
correction of the ICE US Holding contact in Section VI.A.;
ICC personnel and facilities in Section VII.C.;
identification of ICC's counterparties in the Counterparty
Chart VII.D.;
financial resources to support wind-down in Section IX.;
and
Banking Institutions and Example Proportion of Holdings
charts in Section XI.C.
Finally, ICC proposes non-substantive drafting changes and
improvements to the Wind-Down Plan, such as the correction of
typographical errors, the re-numbering of sub-sections to reflect the
addition and deletion of sub-sections as described above, and

[[Page 23749]]

updating the revision history in the Wind-Down Plan.
(b) Statutory Basis
ICC believes that the proposed rule change is consistent with the
requirements of Section 17A of the Act \34\ and the regulations
thereunder applicable to it, including the applicable standards under
Rule 17Ad-22.\35\ In particular, Section 17A(b)(3)(F) of the Act \36\
requires that the rule change be consistent with the prompt and
accurate clearance and settlement of securities transactions and
derivative agreements, contracts and transactions cleared by ICC, the
safeguarding of securities and funds in the custody or control of ICC
or for which it is responsible, and the protection of investors and the
public interest.
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\34\ 15 U.S.C. 78q-1.
\35\ 17 CFR 240.17ad-22.
\36\ 15 U.S.C. 78q-1(b)(3)(F).
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ICC believes the proposed changes would enhance its ability to
effectuate a successful recovery as well as to execute an orderly wind-
down by providing updates and additional clarity with respect to ICC's
recovery and wind-down processes and procedures. As discussed herein,
the proposed revisions ensure that relevant information regarding ICC
for recovery and wind-down planning is current and up to date, and
consistent with new regulatory requirements. To support and enhance the
implementation of the Plans, additional language clarifications and
regulatory cites or edits are included so that the Plans remain up-to-
date, transparent, and focused on clearly articulating the policies and
procedures used to support ICC's recovery and wind-down efforts. The
Plans would thus promote ICC's ability to continue providing clearing
services with as little disruption as possible, and should continuation
not be feasible, promote ICC's ability to discontinue clearing services
in an orderly manner with minimum negative impact to the marketplace
and stakeholders. Accordingly, in ICC's view, the proposed rule change
is consistent with the prompt and accurate clearance and settlement of
securities transactions, derivatives agreements, contracts, and
transactions, the safeguarding of securities and funds in the custody
or control of ICC or for which it is responsible, and the protection of
investors and the public interest, within the meaning of Section
17A(b)(3)(F) of the Act.\37\
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\37\ Id.
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The proposed rule change would also satisfy the relevant
requirements of Rule 17Ad-22.\38\ Rule 17Ad-22(e)(2) \39\ requires, in
relevant part, each covered clearing agency to establish, implement,
maintain, and enforce written policies and procedures reasonably
designed to provide for governance arrangements that are (i) clear and
transparent; (ii) clearly prioritize the safety and efficiency of the
covered clearing agency; (iii) support the public interest requirements
of Section 17A of the Act \40\ applicable to clearing agencies, and the
objectives of owners and participants; (iv) establish that the board of
managers and senior management have appropriate experience and skills
to discharge their duties and responsibilities; (v) specify clear and
direct lines of responsibility; and (vi) consider the interests of
participants' customers, securities issuers and holders, and other
relevant stakeholders of the covered clearing agency. The proposed
changes update the Risk Committee composition, add references to the
Nominating Committee and the Risk Advisory Working Group, and remove
references to the Advisory Committee and the Risk Management
Subcommittee thereby, clarifying ICC's governance arrangements that are
relevant to recovery and wind-down, including the roles and
responsibilities of the Board, applicable committees, and management.
Such governance arrangements further promote the safety and efficiency
of ICC and support the public interest requirements in Section 17A of
the Act \41\ applicable to clearing agencies, and the objectives of
owners and participants, by updating ICC's governance structure, such
that ICC continues to clearly define relevant roles and
responsibilities that prioritize the safety and efficiency of ICC so
that it continues to provide safe and sound central counterparty
services in the context of recovery or wind-down. As such, ICC believes
that the proposed rule change is consistent with the requirements of
Rule 17Ad-22(e)(2).\42\
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\38\ 17 CFR 240.17ad-22.
\39\ 17 CFR 240.17ad-22(e)(2).
\40\ 15 U.S.C. 78q-1.
\41\ Id.
\42\ 17 CFR 240.17ad-22(e)(2).
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Rule 17Ad-22(e)(3)(ii) \43\ requires ICC to establish, implement,
maintain, and enforce written policies and procedures reasonably
designed to maintain a sound risk management framework for
comprehensively managing legal, credit, liquidity, operational, general
business, investment, custody, and other risks that arise in or are
borne by ICC, which includes plans for the recovery and orderly wind-
down of ICC necessitated by credit losses, liquidity shortfalls, losses
from general business risk, or any other losses. The Recovery Plan
continues to establish ICC's actions to maintain its viability as a
going concern to address any uncovered credit loss, liquidity
shortfall, capital inadequacy, or business, operational or other
structural weakness that threatens ICC's viability. The Wind-Down Plan
continues to establish how ICC could be wound-down in an orderly manner
should its recovery efforts fail. As described above, the proposed
changes include updates and edits to promote clarity and to ensure that
the information in the Plans is current and consistent with applicable
regulatory requirements. In ICC's view, such changes would ensure that
the Plans remain useful and effective in a recovery and wind-down
scenario. The proposed rule change would thus promote ICC's ability to
carry out a successful recovery or orderly wind-down, consistent with
the requirements of Rule 17Ad-22(e)(3)(ii).\44\
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\43\ 17 CFR 240.17ad-22(e)(3)(ii).
\44\ Id.
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Rule 17Ad-22(e)(15) \45\ requires ICC to establish, implement,
maintain, and enforce written policies and procedures reasonably
designed to identify, monitor, and manage ICC's general business risk
and hold sufficient liquid net assets funded by equity to cover
potential general business losses so that ICC can continue operations
and services as a going concern if those losses materialize, including
by (i) determining the amount of liquid net assets funded by equity
based upon its general business risk profile and the length of time
required to achieve a recovery or orderly wind-down, as appropriate, of
its critical operations and services if such action is taken; (ii)
holding liquid net assets funded by equity equal to the greater of
either (x) six months of ICC's current operating expenses, or (y) the
amount determined by the Board to be sufficient to ensure a recovery or
orderly wind-down of critical operations and services of ICC, as
contemplated by the plans established under Rule 17Ad-22(e)(3)(ii);
\46\ and (iii) maintain a viable plan, approved by the Board and
updated at least annually, for raising additional equity should its
equity fall close to or below the amount required under Rule 17Ad-
22(e)(15)(ii).\47\
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\45\ 17 CFR 240.17ad-22(e)(15).
\46\ 17 CFR 240.17ad-22(e)(3)(ii).
\47\ 17 CFR 240.17ad-22(e)(15)(ii).
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The Plans continue to analyze ICC's particular circumstances and
risks to ensure that ICC maintains financial resources necessary to
implement both

[[Page 23750]]

Plans and that ICC remains in compliance with all regulatory capital
requirements. The Plans includes information on the financial resources
maintained by ICC for recovery and to support wind-down in compliance
with relevant regulations and include procedures to follow in case of
any shortfall. As such, ICC believes that the proposed rule change is
consistent with the requirements of Rule 17Ad-22(e)(15).\48\
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\48\ 17 CFR 240.17ad-22(e)(15).
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The proposed amendments also are consistent with Rule 17Ad-25(c)
which requires ICC to establish a nominating committee and a written
evaluation process whereby such nominating committee shall evaluate
nominees for serving as directors and evaluate the independence of
nominees and directors.\49\ The proposed rule changes to the Recovery
Plan are designed to reflect the addition of the Nominating Committee
to ICC's governance structure, consistent with requirements of new
Commission Rule 17Ad-25.\50\ The amendments to the Recovery Plan
provide the purpose of the Nominating Committee and its composition. In
ICC's view, the amendments to the Recovery Plan adding references to
ICC's recently established Nominating Committee ensure that ICC
documentation is current and up to date with respect to applicable
regulatory requirements. In ICC's view, the amendments to the Recovery
Plan are therefore consistent with the requirements of Rule 17Ad-
25(c).\51\
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\49\ 17 CFR 240.17ad-25(c).
\50\ 17 CFR 240.17ad-25.
\51\ 17 CFR 240.17ad-25(c).
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Rule 17Ad-25(i) requires ICC to establish, implement, maintain, and
enforce written policies and procedures reasonably designed to (1)
require senior management to evaluate and document the risks related to
an agreement with a service provider for core services, including under
changes to circumstances and potential disruptions, and whether the
risks can be managed in a manner consistent with the clearing agency's
risk management framework; (2) require senior management to submit to
the board of directors for review and approval any agreement that would
establish a relationship with a service provider for core services,
along with the required risk evaluation; (3) require senior management
to be responsible for establishing the policies and procedures that
govern relationships and manage risks related to such agreements with
service providers for core services and require the board of directors
to be responsible for reviewing and approving such policies and
procedures; and (4) require senior management to perform ongoing
monitoring of the relationship, and report to the board of directors
for its evaluation of any action taken by senior management to remedy
significant deterioration in performance or address changing risks or
material issues identified through such monitoring; or if the risks or
issues cannot be remedied, require senior management to assess and
document weaknesses or deficiencies in the relationship with the
service provider for submission to the board of directors.\52\ The
proposed revisions to the Plans add references and details with respect
to ICC's operational risk management program which includes, without
limitation, ICC's management of the risks associated with relationships
with SPCS. Such amendments to the Plans are intended to provide clarity
and transparency with respect to ICC's clearing services, service
providers and its management of the risks associated with its
relationships with SPCS, and apply such operational risk management
program to recovery and wind-down to enhance ICC's ability to identify
and manage risks associated with service providers during recovery or
wind-down, consistent with the requirements of Rule 17Ad-25(i).\53\
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\52\ 17 CFR 240.17ad-25(i).
\53\ Id.
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The proposed rule change would also satisfy the requirements of
Rule 17Ad-26, which broadly covers the requirements for the recovery
and orderly wind-down plans of covered clearing agencies.\54\ Rule
17Ad-26 requires ICC to (1) identify and describe its core payment,
clearing, and settlement services and address how ICC would continue to
provide such core services in the event of a recovery and during an
orderly wind-down, including by: (i) identifying the staffing roles
necessary to support such core services; and (ii) analyzing how such
staffing roles necessary to support such core services would continue
in the event of a recovery and during an orderly wind-down; (2)(i)
identify and describe any service providers for core services,
specifying which core services each service provider supports; and (ii)
address how ICC would ensure that service providers for core services
would continue to perform in the event of a recovery and during an
orderly wind-down, including consideration of its written agreements
with such service providers and whether the obligations under those
written agreements are subject to alteration or termination as a result
of initiation of the recovery and orderly wind-down plan; (3) identify
and describe scenarios that may potentially prevent ICC from being able
to provide its core services as a going concern, including uncovered
credit losses, uncovered liquidity shortfalls, and general business
losses; (4) identify and describe criteria that could trigger ICC's
implementation of its recovery and orderly wind-down plans and the
process that the ICC uses to monitor and determine whether the criteria
have been met, including the governance arrangements applicable to such
process; (5) identify and describe the rules, policies, procedures, and
any other tools or resources on which ICC would rely in a recovery or
orderly wind-down; (6) address how the rules, policies, procedures, and
any other tools or would ensure timely implementation of the recovery
and orderly wind-down plan; (7) require ICC to inform the Commission as
soon as practicable when ICC is considering implementing a recovery or
orderly wind-down; (8) include procedures for testing ICC's ability to
implement the recovery and orderly wind-down plans at least every 12
months, including by: (i) requiring ICC's participants and, when
practicable, other stakeholders to participate in the testing of its
plans; (ii) requiring that such testing be in addition to default
management testing; (iii) providing for reporting the results of such
testing to ICC's board of directors and senior management; and (iv)
specifying the procedures for, as appropriate, amending the plans to
address the results of such testing; and (9) include procedures
requiring review and approval of the plans by ICC's Board at least
every 12 months or following material changes to ICC's operations that
would significantly affect the viability or execution of the plans,
with such review informed, as appropriate, by ICC's testing of the
plans.
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\54\ 17 CFR 240.17ad-26.
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The Plans continue to establish ICC's actions in the event of
recovery or orderly wind-down, and as modified by these proposed
changes, include coverage of all the requirements of Rule 17Ad-26.\55\
Specifically, the Plans (1) describe how ICC identifies staffing roles
necessary to support recovery and orderly wind-down; (2) describe its
service providers for core services, and include an analysis of its
agreements with its service providers for core services and the
potential impact of the initiation of its recovery and orderly wind-
down plan on such contractual

[[Page 23751]]

agreements; (3) describe scenarios that potentially could prevent ICC
from being able to provide its identified core services; (4) describe
criteria that would cause ICC to trigger implementation of the Plans
and ICC's monitoring methods to determine if the criteria have been
met; (5) identify ICC Rules, policies, procedures and tools for
implementation of the Plans; (6) describe how the Rules, policies,
procedures and tools ensure a timely recovery or wind-down process; (7)
require notification of the Commission by ICC when it is considering
implementing the Plans; (8) cover testing of the Plans every twelve
(12) months; and (9) include annual review of the Plans by the Board.
ICC believes the Plans continue to provide appropriate procedures and
tools, and comprehensively describe ICC's plans for recovery and
orderly wind-down consistent with the requirements of Rule 17Ad-26.\56\
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\55\ Id.
\56\ Id.
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(B) Clearing Agency's Statement on Burden on Competition

ICC does not believe the proposed rule changes would have any
impact, or impose any burden, on competition. The proposed changes to
the Plans will apply uniformly across all market participants. The
changes are being proposed to promote clarity and ensure that the
information provided is current in the Plans. ICC does not believe the
amendments would affect the costs of clearing or the ability of market
participants to access clearing. Therefore, ICC does not believe the
proposed rule changes would impose any burden on competition that is
inappropriate in furtherance of the purposes of the Act.

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

Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) by order approve or disapprove such proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.

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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
file number SR-ICC-2025-007 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-2025-007. 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 website (https://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 website 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
a.m. and 3 p.m. Copies of such filing also will be available for
inspection and copying at the principal office of ICC and on ICC's
website at https://www.ice.com/clear-credit/regulation.
Do not include personal identifiable information in submissions;
you should submit only information that you wish to make available
publicly. We may redact in part or withhold entirely from publication
submitted material that is obscene or subject to copyright protection.
All submissions should refer to file number SR-ICC-2025-007 and should
be submitted on or before June 25, 2025.

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\57\
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\57\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2025-10115 Filed 6-3-25; 8:45 am]
BILLING CODE 8011-01-P