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

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-103151; File No. SR-ICC-2025-007]</DEPDOC> <SUBJECT>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</SUBJECT> <DATE>May 29, 2025.</DATE> Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934, <SU>1</SU> <FTREF/> and Rule 19b-4, <SU>2</SU> <FTREF/> 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. <FTNT> <SU>1</SU>  15 U.S.C. 78s(b)(1). </FTNT> <FTNT> <SU>2</SU>  17 CFR 240.19b-4. </FTNT> <HD SOURCE="HD1">I. Clearing Agency's Statement of the Terms of Substance of the Proposed Rule Change</HD> 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”). <SU>3</SU> <FTREF/> <FTNT> <SU>3</SU>  Capitalized terms used but not defined herein have the meanings specified in the Rules. </FTNT> <HD SOURCE="HD1">II. Clearing Agency's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> 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 summaries, set forth in sections (A), (B), and (C) below, of the most significant aspects of these statements. <HD SOURCE="HD2">(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> <HD SOURCE="HD3">(a) Purpose</HD> 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)  <SU>4</SU> <FTREF/> and SEC Rule 17Ad-26. <SU>5</SU> <FTREF/> 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. <FTNT> <SU>4</SU>  See 17 CFR 240.17ad-22(e)(3)(ii). </FTNT> <FTNT> <SU>5</SU>  See 17 CFR 240.17ad-26. </FTNT> <HD SOURCE="HD3">ICC Recovery Plan</HD> 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  <SU>6</SU> <FTREF/> 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. <FTNT> <SU>6</SU>  17 CFR 240.17ad-26. </FTNT> 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. <SU>7</SU> <FTREF/> 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  <SU>8</SU> <FTREF/> (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. <FTNT> <SU>7</SU>  17 CFR 240.17ad-25. </FTNT> <FTNT> <SU>8</SU>  17 CFR 240.17ad-25(a), 17 CFR 240.17ad-26(a)(i) and (ii), and 17 CFR 240. 17ad-26(b). </FTNT> 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. <SU>9</SU> <FTREF/> Such change to ICC's governance structure is required under SEC Rule 17Ad-25(c). <SU>10</SU> <FTREF/> 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 ( <E T="03">i.e.,</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. <SU>11</SU> <FTREF/> 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. <FTNT> <SU>9</SU>   <E T="03">See</E> Exchange Act Release No. 101820 (December 5, 2024), 89 FR 99917 (December 11, 2024) (SR-ICC-2024-010). </FTNT> <FTNT> <SU>10</SU>  17 CFR 240.17ad-25(c). </FTNT> <FTNT> <SU>11</SU>  ICC's sole member and parent entity is ICE US Holding Company L.P. (“ICE US Holding”). </FTNT> In addition, ICC proposes to update the Recovery Plan to reflect that the composition of the Risk Committee changed in 2024. <SU>12</SU> <FTREF/> 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. <SU>13</SU> <FTREF/> 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. <FTNT> <SU>12</SU>   <E T="03">See</E> Exchange Act Release No. 100876 (August 29, 2024), 89 FR 72538 (September 5, 2024) (SR-ICC-2024-009). </FTNT> <FTNT> <SU>13</SU>  17 CFR 39.24(b)(11). </FTNT> 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. <SU>14</SU> <FTREF/> The addition of the Risk Advisory Working Group to ICC's governance structure is required under applicable CFTC regulations. <SU>15</SU> <FTREF/> 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 Recovery Plan, ICC proposes to add references to ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 54k characters. 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