[Federal Register Volume 90, Number 138 (Tuesday, July 22, 2025)]
[Notices]
[Pages 34557-34561]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-13728]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103487; File No. SR-ICC-2025-007]
Self-Regulatory Organizations; ICE Clear Credit LLC; Order
Approving Proposed Rule Change Relating to the ICE Clear Credit
Recovery Plan and the ICE Clear Credit Wind-Down Plan
July 17, 2025.
I. Introduction
On May 19, 2025, ICE Clear Credit LLC (``ICC'') filed with the
Securities and Exchange Commission (``Commission''), pursuant to
Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\
and Rule 19b-4 thereunder,\2\ a proposed rule change (the ``Proposed
Rule Change'') to revise its (i) Recovery Plan (the ``Recovery Plan''),
and (ii) the Wind-Down Plan (the ``Wind-Down Plan'') (collectively, the
``Plans''). The Proposed Rule Change was published for comment in the
Federal Register on June 4, 2025.\3\ The Commission has not received
any comments on the Proposed Rule
[[Page 34558]]
Change. For the reasons discussed below, the Commission is approving
the Proposed Rule Change.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ Exchange Act Release No. 103151 (May 29, 2025), 90 FR 23744
(June 4, 2025) (File No. SR-ICC-2025-007) (``Notice ICC-2025-007'').
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II. Description of the Proposed Rule Change
A. Background
ICC is registered with the Commission as a clearing agency for the
purpose of clearing CDS contracts.\4\ ICC is a central counterparty,
which means that it interposes itself as the buyer to every seller and
the seller to every buyer for transactions in CDS contracts. Because it
acts as a central counterparty, ICC is a ``covered clearing agency'' as
defined in Rule 17ad-22(a).\5\ As such, ICC is regulatorily obligated
to have (i) a recovery plan to address any uncovered loss, liquidity
shortfall, or capital inadequacy, whether arising from participant
default or other causes, as necessary to maintain its viability as a
going concern and to continue its provision of core services and (ii) a
wind-down plan which describes the tools and strategies for conducting
an orderly wind-down of ICC.\6\
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\4\ Capitalized terms not otherwise defined herein have the
meanings assigned to them in ICC's Clearing Rules or the Treasury
Policy Plans, as applicable.
\5\ Rule 17ad-22(a) defines ``covered clearing agency'' as a
``registered clearing agency that provides the services of a central
counterparty or central securities depository.'' Rule 17ad-22(a)
further defines ``central counterparty'' as ``a clearing agency that
interposes itself between the counterparties to securities
transactions, acting functionally as the buyer to every seller and
the seller to every buyer.'' 17 CFR 240.17ad-22(a).
\6\ Rule 17ad-26(b) defines ``orderly wind-down'' as ``the
actions of a covered clearing agency to effect the permanent
cessation, sale, or transfer of one or more of its core services . .
. in a manner that would not increase the risk of significant
liquidity, credit, or operational problems spreading among financial
institutions or markets and thereby threaten the stability of the
U.S. financial system.''
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ICC proposes to make changes to the Plans, which include the
policies and procedures that ICC uses to govern its recovery and wind-
down. ICC has stated that the Proposed Rule Change amends its Plans to
satisfy the requirements of Rule 17ad-26,\7\ which establishes the
definitions of ``Recovery'' and ``Orderly wind-down,'' and requires
that plans for the recovery and orderly wind-down of a covered clearing
agency, such as ICC, identify and include certain specific elements.\8\
In addition to incorporating the required elements, the Proposed Rule
Change makes conforming updates and technical revisions consistent with
Rule 17ad-26, including incorporating key terms as defined in the Rule.
The Proposed Rule Change also amends the Plans to reflect changes ICC
made to its internal governance last year; remove outdated references;
and update financial and operational information related to ICC.
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\7\ 17 CFR 240.17ad-26.
\8\ See Notice ICC-2025-007, 90 FR at 23745.
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B. Updates To Incorporate New SEC Requirements as to a Covered Clearing
Agency's Recovery Plan and Wind-Down Plan
ICC proposes to update the Plans due to the adoption of new Rule
17ad-26.\9\ The new rule broadly covers certain requirements for the
recovery and orderly wind-down plans of covered clearing agencies.
ICC's Recovery Plan is designed to maintain its viability as a going
concern under certain financial conditions that threatens its
viability, and ICC proposes to amend the plan, specifically Section
III, entitled ``Regulatory Requirements for the Recovery Plan,'' to
incorporate a summary describing Rule 17ad-26 and its applicability. In
addition to the summary, ICC also proposes to add multiple references
to Rule 17ad-26 throughout the Recovery Plan, where applicable. ICC
proposes to make the same changes to its Wind-Down Plan.
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\9\ Covered Clearing Agency Resilience and Recovery and Orderly
Wind-Down Plans, Exchange Act Release No. 101446 (Oct. 25, 2024), 89
FR 9100 (Nov. 18, 2024) (File No. S7-10-23).
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ICC also proposes to add additional language in the Plans to
identify core services necessary for its viability. Proposed Section
V.B of the Recovery Plan and proposed Section VII.B.1 of the Wind-Down
Plan adds language discussing such core services, the availability of
such services through both internal and external service providers, and
the staffing roles and functions necessary to support such services,
both on a daily basis, as well as in the event of a recovery.
C. The Documentation of the Removal and Addition of Groups in the Plans
in Order To Align With Previously Made Governance Changes
ICC proposes to make changes to relevant aspects of the Plans
relating to ICC's Board of Managers and internal committees and groups
to ensure that certain governance changes made by ICC last year to
comport with SEC Rules are accurately reflected in the Plans.\10\
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\10\ See Notice ICC-2025-007, 90 FR at 23745. The proposed
changes would update the Plans to accurately reflect prior
governance changes, but would not make additional substantive
changes to the Plans.
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For example, to comport with Rule 17ad-25(c), which lays out
certain requirements for clearing agency board of directors and
conflict of interests, ICC added a Board level Nominating Committee in
2024.\11\ To ensure that the new Nominating Committee is reflected in
the Plans, ICC proposes to add references to the Nominating Committee
where applicable throughout the Recovery Plan, and to add to the
Recovery Plan Sub-Section IV.C.3.vi, `Nominating Committee,' which
would describe the composition of the Committee and the role of the
Committee, including in evaluating the independence of members of ICC's
Board.
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\11\ See Exchange Act Release No. 101820 (Dec. 5, 2024), 89 FR
99917 (Dec. 11, 2024) (File No. ICC-2024-010).
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Similarly, ICC proposes to make additional updates to the Plans to
describe the addition of other groups and committees, or, where
applicable, their removal.\12\
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\12\ See Exchange Act Release No. 101382 (Oct. 18, 2024), 89 FR
84979 (Oct. 24, 2024) (File No. ICC-2024-009) (``Notice ICC-2024-
009'').
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First, ICC proposes to update the Plans to reflect changes to the
composition of ICC's Risk Committee, which occurred in 2024,
specifically as to size and membership. To describe these changes, ICC
proposes to revise `Management/Governance', Section IV.C of the
Recovery Plan and IV.B of the Wind-Down Plan.
ICC also proposes to amend the Plans to reflect the addition of the
Risk Advisory Group to ICC's governance structure in 2024 by adding
Sub-Section IV.C.2.ii, `Risk Advisory Working Group,' to the Recovery
Plan and Section IV.C.2.ii to the Wind-Down Plan. ICC has stated that
the Risk Advisory Group is required by regulation and is a forum to
seek risk-based input from a broad array of market participants
regarding matters that could materially affect the risk profile of
ICC.\13\ ICC proposes that these amendments to the Plans include
information regarding the description, role and composition of the
working group.
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\13\ See Notice ICC-2025-007, 90 FR at 23745.
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ICC proposes to amend the Plans to reflect the elimination of the
Advisory Committee and the Risk Management Subcommittee by removing
references to those groups from the Plans,\14\ and also to change
references within the Plans that summarize ICC's current governance
structure and reflect the changes listed above. For example, ICC
proposes to revise a chart in Section IV.C of the Recovery Plan and
Section IV.B of the Wind-Down Plan, titled `Management/Governance,' to
reflect the addition and removal of these groups.
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\14\ See Notice ICC-2025-007, 89 FR at 84979.
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ICC also proposes to make changes to the Plans to reflect non-
policy personnel
[[Page 34559]]
changes to its Board. As ICC has stated, certain Board members were
replaced by ICC due to varied circumstances, and ICC has proposed
including those changes within the Plans.\15\ Such personnel changes,
as outlined by ICC, also include title changes, and the Plans are
intended to reflect such changes as well.
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\15\ See Notice ICC-2025-007, 90 FR at 23746.
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D. Terminology and Other Substantive Changes Related to the ORMF
ICC also proposes to make changes to the Recovery Plan to reflect
both substantive updates and non-substantive terminology changes that
ICC made to its Operational Risk Management Framework (``ORMF'') in
2024.\16\ For example, regarding non-substantive terminology changes,
ICC proposes renaming Section V of the Recovery Plan from ``Critical
Services & Providers of Critical Services'' to ``Clearing Services &
Service Providers,'' and renaming Section VI.C of the Wind-Down Plan
from ``Continuation of the Critical Operation and Critical Service in
Wind Down'' to ``Continuation of the Critical Operations and Clearing
Services in Wind Down'' to be consistent with and reflect changes and
clarifications previously made to the ORMF.\17\
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\16\ See Exchange Act Release No. 101819 (Dec. 5, 2024), 89 FR
99949 (Dec. 11, 2024) (File No. ICC-2024-011).
\17\ See Notice ICC-2025-007, 90 FR at 23746.
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Other changes to the Plans proposed by ICC would reflect more
substantive prior changes to the ORMF. For example, ICC proposes to
remove a bullet point list of items in Section V.A.2. of the Recovery
Plan and Section VII.B of the Wind-Down Plan that may be included in
the risk assessments of third parties providing critical services, and
to include a bullet point list of items that may be included in the
risk assessments of external service providers for core services
(``SPCS'') in new Section V.B of the Recovery Plan and Section V.B.1 of
the Wind-Down Plan. Additionally, ICC proposes to update a description
of how ICC identifies and manages its SPCS, both external and internal,
consistent with the prior changes to its ORMF noted above.
Similarly, ICC previously updated its internal analysis of various
contractual agreements with its external service providers. To reflect
those changes in the Plans, ICC now proposes to update the relevant
contractual agreements analysis within Section VI of the Recovery Plan,
titled `Interconnections and Interdependencies,' and within Section
VIII of the Wind-Down Plan, titled `Contractual Agreements-Impact on
Wind-Down Plan.'
Similarly, in 2024 ICC reorganized and consolidated certain of its
key internal reports to increase efficiency and transparency.\18\ To
reflect these changes in the Plans, ICC proposes to update `Exhibit 35:
Key ICC Reports and Descriptions' within Section XII of the Recovery
Plan to reflect the changes to these reports it made in 2024.
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\18\ See Exchange Act Release No. 100620 (July 31, 2024), 89 FR
63997 (Aug. 6, 2024) (File No. SR-ICC-2024-004).
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E. Non-Substantive Informational Updates
ICC also proposes to make routine informational updates to the
Plans to ensure that references to certain financial and other data
remain current and accurate as that data changes or is updated. For
example, the proposed changes would update certain financial data in
Section IV.D of the Recovery Plan, such as ICC's revenue, volume, and
expense data, as well as the balance sheet information reflected in
Section VIII.B of the Recovery Plan. As another example, ICC would
update the employee headcounts referenced in the Recovery Plan with
current headcounts. ICC intends to make identical updates to the
corresponding sections of the Wind-Down Plan.
F. Testing of the Plan
ICC also proposes to update Section IX.B of the Recovery Plan,
titled `Governance Structure and Controls,' and Section X of the Wind-
Down Plan, titled `Wind-Down Plan Governance,' to provide additional
details regarding ICC's testing of the Plans. ICC proposes several
changes, including: clarification that the Plans will be tested at
least every twelve months, rather than annually; clarification that
testing of the Recovery Plan will include the participation of Clearing
Participants and, when practical, other stakeholders; \19\ confirmation
that its testing of the Recovery Plan will be in addition to ICC's
annual default management drills and exercises; including 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; and adding that ICC will also
consider including certain other stakeholders in such testing, which
ICC has stated is regulatorily required.\20\ Additionally, ICC proposes
to update Section X of the Wind-Down Plan to add the process that
certain members of ICC, including senior management, the Risk
Committee, and the Board, must take following the test of a wind-down.
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\19\ With respect to the Wind-Down Plan, ICC will consider
whether it is appropriate or practical to have Clearing Participants
involved in the testing.
\20\ See Notice ICC-2025-007, 90 FR at 23746.
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G. Administrative Corrections to the Plans
ICC proposes certain other non-substantive drafting changes and
improvements to the Plans, 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 Plans.
III. Discussion and Commission Findings
Section 19(b)(2)(C) of the Act directs the Commission to approve a
proposed rule change of a self-regulatory organization if it finds that
the proposed rule change is consistent with the requirements of the Act
and the rules and regulations thereunder applicable to the
organization.\21\ Under the Commission's Rules of Practice, the
``burden to demonstrate that a proposed rule change is consistent with
the Exchange Act and the rules and regulations issued thereunder . . .
is on the self-regulatory organization [`SRO'] that proposed the rule
change.'' \22\
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\21\ 15 U.S.C. 78s(b)(2)(C).
\22\ Rule 700(b)(3), Commission Rules of Practice, 17 CFR
201.700(b)(3).
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The description of a proposed rule change, its purpose and
operation, its effect, and a legal analysis of its consistency with
applicable requirements must all be sufficiently detailed and specific
to support an affirmative Commission finding,\23\ and any failure of an
SRO to provide this information may result in the Commission not having
a sufficient basis to make an affirmative finding that a proposed rule
change is consistent with the Exchange Act and the applicable rules and
regulations.\24\ Moreover, ``unquestioning reliance'' on an SRO's
representations in a proposed rule change is not sufficient to justify
Commission approval of a proposed rule change.\25\
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\23\ Id.
\24\ Id.
\25\ Susquehanna Int'l Group, LLP v. Securities and Exchange
Commission, 866 F.3d 442, 447 (D.C. Cir. 2017).
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After carefully considering the Proposed Rule Change, the
Commission finds that the Proposed Rule Change is consistent with the
requirements of the Act and the rules and regulations thereunder
applicable to ICC. More
[[Page 34560]]
specifically, for the reasons given below, the Commission finds that
the Proposed Rule Change is consistent with Section 17A(b)(3)(F) of the
Act,\26\ and Rules 17ad-22(e)(3)(ii),\27\ 17ad-26(a)(1),\28\ and 17ad-
26(a)(8) \29\ thereunder, as described in detail below.
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\26\ 15 U.S.C. 78q-1(b)(3)(F).
\27\ 17 CFR 240.17ad-22(e)(3)(ii).
\28\ 17 CFR 240.17ad-26(a)(1).
\29\ 17 CFR 240.17ad-26(a)(8).
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A. Consistency With Section 17A(b)(3)(F) of the Act
Under Section 17A(b)(3)(F) of the Act, ICC's rules, among other
things, must be designed to promote the prompt and accurate clearance
and settlement of securities transactions.\30\ Based on a review of the
record, and for the reasons discussed below, the Proposed Rule Change
is consistent with Section 17A(b)(3)(F).\31\
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\30\ 15 U.S.C. 78q-1(b)(3)(F).
\31\ See infra Section III.B (Consistency with Rule 17ad-
22(e)(3)(ii) under the Act) and Sections III.C-G (Consistency with
Rule 17ad-26(a) under the Act).
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A recovery, wind-down, or business disruption could lead to the
failure of ICC's business operations, which could, in turn, inhibit the
safeguarding of securities and funds that ICC controls. Because the
Recovery Plan and the Wind-Down Plan would facilitate the continuity
and orderly functioning of ICC's clearing services in the case of a
recovery, wind-down, or business disruption, the plans help ensure that
ICC can continue to operate in those situations, and thus continue
clearing and settling securities transactions. Improving the Plans
through the updates and changes described above is therefore consistent
with Section 17A(b)(3)(F).\32\
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\32\ Id.
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As noted above, the Proposed Rule Change primarily would update the
Plans with current information about ICC's internal governance groups
and committees, finances, and Board. By providing the most current
information for ICC's Board, internal governance, and finances, the
proposed rule change will support ICC's ability to monitor its finances
and compare its regulatory capital. This in turn will help ensure ICC
has the financial resources to promptly and accurately clear and settle
transactions during recovery and, if necessary, conduct an orderly
wind-down.
The changes proposed by ICC help ensure visibility into and
transparency of the Plans and into the processes ICC has developed to
ensure continuity, or an effective wind-down, should certain
circumstances threaten its viability. Additionally, the updated
information ensures that the Plans remain current and relevant, and
thereby effectively serve their intended purpose. Since both the
transparency and relevancy of the Plans are factors that support the
Plans ability to help facilitate the continuity and orderly functioning
of ICC in the case of a recovery or wind-down, those factors help
ensure ICC it can meet its business obligations in such situations, and
thus continue clearing and settling securities transactions.
For these reasons, the Proposed Rule Change is consistent with the
requirements of Section 17A(b)(3)(F) of the Act.\33\
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\33\ 15 U.S.C. 78q-1(b)(3)(F).
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B. Consistency With Rule 17ad-22(e)(3)(ii)
Rule 17ad-22(e)(3)(ii) requires that ICC ``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 the covered clearing agency, which includes plans for the
recovery and orderly wind-down of the covered clearing agency
necessitated by credit losses, liquidity shortfalls, losses from
general business risk, or any other losses.\34\
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\34\ 17 CFR 240.17ad-22(e)(3)(ii).
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As described above, ICC proposes to make current descriptions of
its governance structure and align provisions within the Plans with
each other, ICC's Rules, and other policies. For example, ICC proposes
changes to reflect the addition and removal of certain groups and
committees that participate in its internal governance processes, or
which reflect its current governance structure, such as identifying new
members of the Board and title changes. Separately, ICC proposes
several changes to its Plans to provide for internal consistency.
Further, the proposed changes would update important financial and
operational information described in the Plans,\35\ and further
strengthen the Plans with a series of additional corrections,
clarifications, and updates.\36\
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\35\ See supra Section II.E.
\36\ See supra Sections II.E. and II.G.
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These proposed changes will make the information provided in the
Plans more accurate and useful, provide a more accurate and usable
playbook for ICC or source of information for a resolution authority,
and reduce the risk that the Plans may not contain current information.
As such, these changes would provide a more up-to-date and useful set
of information for the relevant authorities to carry out any needed
recovery and resolution planning more expeditiously.
Accordingly, the Proposed Rule Change is consistent with the
requirements of Rule 17ad-22(e)(3)(ii) under the Act.\37\
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\37\ 17 CFR 240.17ad-22(e)(3)(ii).
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C. Consistency With Rule 17ad-26(a)(1) Under the Act
Rule 17ad-26(a)(1) requires ICC's plans for recovery and orderly-
wind down to ``identify and describe the covered clearing agency's core
payment, clearing, and settlement services and address how the covered
clearing agency would continue to provide such core services in the
event of a recovery and during an orderly wind-down, including by
identifying the staffing roles necessary to support such core services;
and 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.'' \38\ Based on a review of the record, and for the
reasons discussed below, ICC's proposed rule change is consistent with
Rule 17ad-26(a)(1).
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\38\ 17 CFR 240.17ad-26(a)(1).
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As described above, ICC's proposed changes identify staffing roles
necessary to support core services. Staffing roles do not refer to
specific personnel or employees, but instead to positions, roles, and
personnel functions that are necessary for the continuation of core
services. ICC's proposed changes list key staffing roles necessary for
ICC to continue providing its core services in the event of a recovery
or wind-down. The Proposed Rule Change also analyzes how staffing roles
necessary to support core services would continue in the event of a
recovery and during an orderly wind-down. For example, ICC proposes to
add text to the Plans indicating that ICC's Management may need to
utilize cross training or retention bonuses to address reduced staffing
to ensure the continuation of core services.
Accordingly, the Proposed Rule Change is consistent with the
requirements of Rule 17ad-26(a)(1).\39\
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\39\ Id.
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D. Consistency With Rule 17ad-26(a)(8) Under the Act
Rule 17ad-26(a)(8), in part, requires ICC's Plans for recovery and
orderly wind-down to ``include procedures for testing the covered
clearing agency's ability to implement the recovery and
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orderly wind-down plans at least every 12 months, including by
requiring the covered clearing agency's participants and when
practicable other stakeholders to participate in the testing of its
plans; . . . providing for reporting the results of such testing to the
covered clearing agency's board of directors and senior management; and
specifying the procedures for, as appropriate, amending the plans to
address the results of such testing.'' \40\ Based on a review of the
record, and for the reasons discussed below, ICC's proposed rule change
is consistent with Rule 17ad-26(a)(8).
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\40\ 17 CFR 240.17ad-26(a)(8).
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As described above, ICC proposes to add language to the Plans
requiring testing of ICC's ability to implement the plan at least every
12 months and clarifying that such testing will include the
participation of Clearing Participants and, when practical, other
stakeholders. Furthermore, the proposed changes would confirm that
ICC's testing of the Recovery Plan would be in addition to ICC's annual
default management drills and exercises and would specify that, when
Recovery Plan testing is of a non-default loss scenario, ICC would
consider whether it is appropriate or practical to have Clearing
Participants involved in the testing. The proposed changes would also
specify that ICC would consider including certain other stakeholders in
such testing, which ICC has stated is regulatorily required. Finally,
the Proposed Rule Change describes how ICC's Risk Committee and Board
consider the results and recommendations from such testing.
Accordingly, the Proposed Rule Change is consistent with the
requirements of Rule 17ad-26(a)(8).\41\
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\41\ 17 CFR 240.17ad-26(a)(8).
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IV. Conclusion
On the basis of the foregoing, the Commission finds that the
proposed rule change is consistent with the requirements of the Act,
and in particular, Section 17A(b)(3)(F) of the Act,\42\ and Rules 17ad-
22(e)(3)(ii),\43\ 17ad-26(a)(1),\44\ and 17ad-26(a)(8).\45\
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\42\ 15 U.S.C. 78q-1(b)(3)(F).
\43\ 17 CFR 240.17ad-22(e)(3)(ii).
\44\ 17 CFR 240.17ad-26(a)(1).
\45\ 17 CFR 240.17ad-26(a)(8).
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It is therefore ordered pursuant to Section 19(b)(2) of the Act
that the proposed rule change (SR-ICC-2025-007) be, and hereby is,
approved.\46\
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\46\ In approving the proposed rule change, the Commission
considered the proposal's impacts on efficiency, competition, and
capital formation. 15 U.S.C. 78c(f).
For the Commission by the Division of Trading and Markets,
pursuant to delegated authority.\47\
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\47\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-13728 Filed 7-21-25; 8:45 am]
BILLING CODE 8011-01-P