I. Introduction

On May 29, 2026, ICE Clear Credit LLC (“ICC”) filed with the Securities and Exchange Commission (the “Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”) ^[1] and Rule 19b-4 thereunder,^[2] a proposed rule change (hereafter, “Proposed Rule Change”) to revise the Operational Risk Management Framework (“ORMF”). The Proposed Rule Change was published for comment in the Federal Register on June 8, 2026.^[3] The Commission has not received comments regarding the Proposed Rule Change. For the reasons discussed below, the Commission is approving the Proposed Rule Change.

II. Description of the Proposed Rule Change

ICC is registered with the Commission as a clearing agency for the purpose of clearing Credit Default Swap (“CDS”) ( printed page 45307) contracts.^[4] ICC's parent company is Intercontinental Exchange, Inc. (“ICE”), which also provides core services to ICC that directly support the delivery of clearance and settlement functionality or other purposes material to ICC's business as a registered clearing agency. In its role as a CDS clearing agency, ICC faces operational risks stemming from the breakdown of systems and processes that that would impair ICC's ability to complete settlements or ICC's internal business operations. The ORMF outlines ICC's risk assessment and oversight program, which aims to address such operational risks, including by reducing operational incidents, encouraging process and control improvement, bringing transparency to operational performance standard monitoring, and fulfilling regulatory obligations.

A. Terminology and Grammatical Changes

The Proposed Rule Change would amend terminology within the ORMF to make clear that processes of the operational risk lifecycle are associated with risk. For example, a process labelled as “Identify” would be renamed as “Risk Identification.” Additionally, ICC intends to rename the “Mitigate” category into a “Risk Management” category but otherwise leave its definition unchanged. Other terminology changes would add actions associated with risk. For example, new category “Risk Assessment” would add language making clear that it includes the mitigation of identified risk, while new category “Risk Monitoring” would add the term “risk” to describe the type of monitoring within its definition. ICC also proposes other changes which it states are being done for clarity, including recategorizing the “Mitigate” process into “Management,” while also removing the term mitigate from the category's description, and changing the term “treasury” to “movement of funds.”

ICC also proposes to make changes to the ORMF as to external service provider assessments. This includes numbering certain core services, but also removing a reference to CDS because ICC does not want these services to be product-specific. A similar change would see CDS removed from a section on technology control functions, because ICC has stated that the section will also apply to the service of Treasury clearing.^[5]

Finally, ICC is making clean-up changes through minor language clarifications and grammatical alterations to the ORMF. These clean-up changes include deleting unnecessary definite articles, replacing conjunctions with commas, correcting verb tense and usage, and removing unnecessary prepositions throughout the document.

ICC also proposes to modify the ORMF by including references to outsourcing procedures within its “Internal Assessment” category which is listed as one of the ways it manages risk from relationships it maintains with service providers. ICC states that in addition to promoting clarity, this will cause the ORMF to align with separate agreements ICC has executed.^[6] Similarly, certain changes proposed to be made to the ORMF's “Risk Assessment” category are designed to align the ORMF with ICE, Inc's Enterprise Risk Management Policy (“ERM Policy”), by updating terms to match those in the policy.^[7]

B. Substantive Changes to Oversight and Lines of Responsibility

Substantive descriptive changes within the ORMF are also proposed for a section on information security, specifically the addition of language stating that ICC's Operational Oversight Committee (“OOC”) receives updates on information security, including metrics, certain types of remediation activity and cyber and physical security incidents, and updates to threat objectives and threat intelligence, which the OOC will review during meetings. Additionally, a section on the administration of the ORMF would add references to the Board Risk Committee as a necessary reviewer of the ORMF.

III. Discussion

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 such organization.^[8] Under the Commission's Rules of Practice, the “burden to demonstrate that a proposed rule change is consistent with the Act and the rules and regulations issued thereunder . . . is on the self-regulatory organization [`SRO'] that proposed the rule change.” ^[9]

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,^[10] 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 Act and the applicable rules and regulations.^[11] 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.^[12]

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 specifically, for the reasons discussed below, the proposed rule change is consistent with Section 17A(b)(3)(F) of the Act ^[13] and Rules 17Ad-22(e)(2)(i),^[14] 17Ad-22(e)(2)(v) ^[15] and 17Ad-22(e)(17)(i) ^[16] thereunder.

A. Consistency With Section 17A(b)(3)(F) of the Act

Section 17A(b)(3)(F) of the Act requires, among other things, that the rules of ICC be designed to promote the prompt and accurate clearance and settlement of securities transactions and, to the extent applicable, derivative agreements, contracts, and transactions.^[17] Based on a review of the record, and for the reasons discussed below, the proposed changes to the ORMF are consistent with the promotion of the prompt and accurate clearance and settlement of transactions at ICC.

ICC's changes include both terminology changes and substantive changes. The terminology changes are intended, as ICC has stated, to add transparency to its ORMF by emphasizing that various processes are meant to address risk by identifying, ( printed page 45308) managing and mitigating it. Additionally, because ICC began offering clearing of Treasuries this year,^[18] changes to the ORMF include removing language that limits application of certain processes, such as assessing third party service providers, to CDS clearing. Finally, ICC also intends to make language in the ORMF align with other ICC policies such as its Enterprise Risk Management Policy. Substantive changes, such as ensuring that the OOC receives certain risk-related data and that the Board Risk Committee review the ORMF, are also designed to promote ICC's continued operations where ICC assumes risk in its activities.

These changes therefore will ensure that ICC maintains a transparent ORMF with appropriate oversight, and therefore will contribute to ICC's operational sustainability, which in turn will promote the continued prompt and accurate clearing of securities.

For the reasons stated above, the Commission finds that the Proposed Rule Change is consistent with Section 17A(b)(3)(F) of the Act.^[19]

B. Consistency With Rule 17Ad-22(e)(2)(i) Under the Act

Rule 17Ad-22(e)(2)(i) requires each covered clearing agency to establish, implement, maintain, and enforce written policies and procedures reasonably designed to, as applicable, provide for governance agreements that are clear and transparent.^[20]

As described above, the Proposed Rule Change would help ensure that the ORMF contain language describing certain processes which clearly denote their objective, including processes that are designed to address risk. Furthermore, the proposed changes to the ORMF would remove certain limiting language which is no longer applicable because ICC operations have expanded, such as language related to assessing external service providers which is intended to apply to Treasury clearing in addition to CDS clearing. These changes would have the effect of promoting clarity and transparency as it relates to ICC objectives and operational activities.

For these reasons, the Commission finds the Proposed Rule Change is consistent with Rule 17Ad-22(e)(2)(i).^[21]

C. Consistency With Rule 17Ad-22(e)(2)(v) Under the Act

Rule 17Ad-22(e)(2)(v) requires each covered clearing agency to establish, implement, maintain, and enforce written policies and procedures reasonably designed to, as applicable, provide for governance agreements that specify clear and direct lines of responsibility.^[22]

ICC has proposed to change the ORMF to clearly state that its OOC would receive certain updates on risk-informing data, including information security, metrics, and certain types of remediation activity. Additionally, the ICC Board Risk Committee would be clearly designated as a mandatory ORMF reviewer. Both these language changes include the assumption of responsibility in risk-mitigation responsibilities by the OOC and the Board Risk Committee, respectively, and would assign both the OOC and the Board Risk Committee clear and direct oversight roles that promote the objectives of the ORMF.

For these reasons, the Commission finds the Proposed Rule Change is consistent with Rule 17Ad-22(e)(2)(v).^[23]

D. Consistency With Rule 17Ad-22(e)(17)(i) Under the Act

Rule 17Ad-22(e)(17)(i) requires each covered clearing agency to establish, implement, maintain, and enforce written policies and procedures reasonably designed to, as applicable, manage the covered clearing agency's operational risk by identifying the plausible sources of operational risk, both internal and external, and mitigating their impact through the use of appropriate systems, policies and procedures, and controls.^[24]

As stated above, the ORMF is designed to outline ICC's risk assessment and oversight program, reduce operational incidents, and approach risk management, in part, through mitigation. By updating the policy, both substantively, such as by identifying OOC responsibilities, and through terminology and other changes, including that necessary to cover ICC's offering of Treasury clearing, ICC is maintaining written procedures that address the management of its operational risk.

For these reasons, the Commission finds the Proposed Rule Change is consistent with Rule 17Ad-22(e)(17)(i).^[25]

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, with the requirements of Section 17A(b)(3)(F) of the Act ^[26] and Rules 17Ad-22(e)(2)(i),^[27] 17Ad-22(e)(2)(v) ^[28] and 17Ad-22(e)(17)(i) ^[29] thereunder.

It is therefore ordered pursuant to Section 19(b)(2) of the Act ^[30] that the proposed rule change (SR-ICC-2026-004) be, and hereby is, approved.^[31]