Federal Register / Vol. 89, No. 238 / Wednesday, December 11, 2024 / Notices 99949 

25 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3Self-Regulatory Organizations; ICE Clear Credit 

LLC; Notice of Filing of Proposed Rule Change 

Relating to the ICC Operational Risk Management 

Framework; Securities Exchange Act Release No. 

34–101603 (Nov. 13, 2024), 89 FR 91443 (Nov. 19, 

2024) (SR–ICC–2024–011) (‘‘Notice’’). 

4Capitalized terms not otherwise defined herein 

have the meanings assigned to them in ICC Rules 

and the ORMF, as applicable. 

will be available for inspection and 

copying at the principal office of the 

Exchange. 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–CboeBYX–2024–047 and should be 

submitted on or before December 31, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.25

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–29045 Filed 12–10–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–620, OMB Control No. 

3235–0675] 

Submission for OMB Review; 

Comment Request; Extension: Rule 

15Ga–2 and Form ABS–15G 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget this 

request for extension of the previously 

approved collection of information 

discussed below. 

Rule 15Ga–2 and Form ABS–15G (17 

CFR 249.1400) is used for reports of 

information required under Rule 15Ga– 

1 and Rule 15Ga–2 (17 CFR 240.15Ga– 

1) (17 CFR 240.15Ga–2) of the Exchange 

Act of 1934 (‘‘Exchange Act’’). Exchange 

Act Rule 15Ga–1 requires asset-backed 

securitizers to provide disclosure 

regarding fulfilled an unfulfilled 

repurchase requests with respect to 

asset-backed securities. The purpose of 

the information collected on Form ABS– 

15G is to implement the disclosure 

requirements of Section 943 of the 

Dodd-Frank Wall Street Reform and 

Consumer Protection Act to provide 

information regarding the use of 

representations and warranties in the 

asset-backed securities markets. 

Form ABS–15G is a collection of 

information required by Rules 15Ga–1 

and 15Ga–2 under the Exchange Act. 

For just Rule 15Ga–1, Form ABS–15G 

takes approximately 27.2234 hours per 

response and is filed by approximately 

1,142 respondents. We estimate that 

75% of the 27.2234 hours per response 

(20.4176 hours) is prepared by the filer 

for a total annual reporting burden of 

23,317 hours (20.4176 hours per 

response × 1,142 responses). 

For just Rule 15Ga–2, Form ABS–15G 

takes approximately 2.1279 hours per 

response and is filed by approximately 

864 respondents. We estimate that 

100% of the 2.1279 hours per response 

(2.1279 hours) is prepared by the filer 

for a total annual reporting burden of 

1,839 hours (2.1279 hours per response 

× 864 responses). 

Rule 15Ga–1 and Rule 15Ga–2 

combined filing on Form ABS–15G we 

estimate that approximately 2006 

securitizers will file Form ABS–15G 

annually at estimated (16.7205 hours) 

burden hours per response. In addition, 

we estimate that 75% of the 16.7205 

hours per response (12.5403 hours) is 

carried internally by the securitizers for 

a total annual reporting burden of 

25,156 hours (12.5403 hours per 

response × 2006 responses). 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Public Comment Instructions: The 30- 

day public comment period for this 

information collection request opens on 

December 12, 2024 and closes at the end 

of the day on January 13, 2025. The 

public may view the full information 

request and submit comments at https:// 

www.reginfo.gov/public/do/ 

PRAViewICR?ref_nbr=202411-3235-012 

or email comments to 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov. 

Dated: December 6, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–29120 Filed 12–10–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101819; File No. SR–ICC– 

2024–011] 

Self-Regulatory Organizations; ICE 

Clear Credit LLC; Order Granting 

Accelerated Approval of Proposed 

Rule Change Relating to the ICC 

Operational Risk Management 

Framework 

December 5, 2024. 

I. Introduction 

On November 13, 2024, 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 November 19, 2024.3 The 

Commission has not received comments 

regarding the Proposed Rule Change. 

For the reasons discussed below, the 

Commission is approving the Proposed 

Rule Change on an accelerated basis. 

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’’) 

contracts.4 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. The ORMF also 

explains how ICC vets and manages 

service agreements with providers 

covering various aspects of ICC’s 

operations. According to ICC, one of the 

purposes of the Proposed Rule Change 


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5See generally Securities Exchange Act Release 

No. 98959 (Nov. 16, 2023), 88 FR 84454 (Dec. 5, 

2023) (File No. S7–21–22) (‘‘Clearing Agency 

Governance and Conflicts of Interest’’). 

6See Notice, 89 FR at 91443. 

7A service provider for core services means any 

person that, through a written services provider 

agreement for services provided to or on behalf of 

the registered clearing agency, on an ongoing basis, 

directly supports the delivery of clearance or 

settlement functionality or any other purposes 

material to the business of the registered clearing 

agency. 17 CFR 240.17Ad–25(a). ICC’s ORMF has 

adopted the same terminology and meaning of 

SPCS as Rule 17Ad–25(a). 

8See Notice, 89 FR at 91444. 

9 ICE’s Key Policies include the following, which 

may be updated from time to time: 1. Technology 

Planning and Governance Policy; 2. Capacity 

Planning Policy; 3. Change Management Policy; 4. 

Corporate Business Continuity Policy; 5. Corporate 

Information Security Policy; 6. Corporate 

Information Technology Policy; 7. Corporate 

Physical Security Policy; 8. Disaster Recovery 

Policy; 9. Enterprise Risk Management Policy; 10. 

Incident Management Policy; 11. Information 

Technology Asset Management Policy; 12. 

Infrastructure Observability Policy; 13. Software 

Development Lifecycle Policy; 14. Third Party Risk 

Management Policy. 

10Financial service providers (‘‘FSPs’’) are not 

covered by the TPRM program. FSPs, as defined in 

ICC’s Counterparty Monitoring Procedures, are the 

entities to which ICC has actual or potential credit 

exposure, e.g., settlement banks, custodians, 

depositories, reverse repurchase agreement (‘‘repo’’) 

counterparties, committed repo counterparties, and 

committed foreign exchange (‘‘FX’’) counterparties. 

11Currently the ORMF defines a ‘‘critical vendor’’ 

as any third party service which is deemed essential 

to complete ICC’s core processes. Core processes 

means acceptance of new trades, management of 

positions, production of risk and banking reports, 

and the movement of funds. 

12See 17 CFR 240.17Ad–25(a). 

is to align the ORMF with the 

requirements of Rule 17Ad–25(i) under 

the Act,5 primarily by adding to the 

ORMF details about ICC’s relationships 

with service providers.6 Further changes 

in the ORMF would be included to more 

clearly describe ICC’s risk mitigation 

process and technology control 

functions, among other revisions. 

A. Management of Risks From Service 

Providers for Core Services 

The Proposed Rule Change would 

amend the ORMF primarily by adding 

new Section II.B., titled ‘‘Management 

of Risks from Relationships with Service 

Providers for Core Services,’’ which 

would describe ICC’s vetting and 

management processes regarding any 

service provider for critical services 

(‘‘SPCS’’).7 The new section would 

require ICC’s senior management to: 

(1) Evaluate and document the risks 

related to an agreement with a SPCS, 

including under changes to 

circumstances and potential 

disruptions, and whether the risks can 

be managed in a manner consistent with 

the ORMF; 

(2) Submit to the ICC Board of 

Managers (‘‘Board’’) for review and 

approval any agreement that would 

establish a relationship with a SPCS, 

along with the above-mentioned risk 

evaluation; 

(3) Be responsible for establishing the 

policies and procedures that govern 

relationships and manage risks related 

to such agreements with a SPCS (while 

the Board would be required to be 

responsible for reviewing and approving 

such policies and procedures); and 

(4) Perform ongoing monitoring of the 

relationship, and report to the Board 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, to assess and 

document weaknesses or deficiencies in 

the relationship with the service 

provider for submission to the Board. 

The Proposed Rule Change would 

introduce a two-pronged assessment 

approach when identifying and 

managing ICC’s relationships with a 

SPCS, differentiating between internal 

and external service providers. 

Under the first prong, ICC would 

conduct an assessment of internal 

service providers. Currently, ICC 

engages only one internal service 

provider: ICC’s parent company, 

Intercontinental Exchange, Inc. 

(‘‘ICE’’).8 ICE is a SPCS because, 

pursuant to written service agreements, 

it 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. 

ICE provides business services such as 

staffing, finance, and accounting 

pursuant to a Master Services 

Agreement between ICC and ICE, and 

provides clearing and settlementspecific services to ICC pursuant to a 

Clearing Settlement Services Agreement 

(‘‘CSSA’’). The CSSA specifies that ICE 

provides clearing and settlement 

services pursuant to certain of ICE’s 

‘‘Key Policies.’’ 9 Each Key Policy sets 

forth its purpose and is applicable to all 

ICE and ICC employees impacted by 

such policy. Further, the CSSA provides 

for a governance structure (set forth in 

more detail in ICE’s Technology 

Planning and Governance Policy) 

whereby the Key Policies may only be 

amended by ICE’s Operational Oversight 

Committee (‘‘OOC’’) which includes 

representatives of both ICE and ICC. The 

OOC acts as the forum to discuss 

changes and improvements to the 

services provided to ICC by ICE. 

Further, changes to any Key Policy may 

not take effect until they have been 

approved by the OOC and any material 

proposed changes to the Key Policies 

are subject to a veto by ICC. 

Under the second prong, ICC would 

conduct an assessment of external 

service providers, utilizing ICC’s 

External Service Provider Assessment 

process. This process would be outlined 

in Section II.C. of the ORMF and in 

ICE’s Third Party Risk Management 

(‘‘TPRM’’) program, which is applicable 

to ICC as a subsidiary of ICE. Further, 

with respect to ICC’s Financial Service 

Providers 10 that are identified as SPCSs, 

ICC utilizes its Counterparty Monitoring 

Procedures. ICC’s External Service 

Provider Assessment process is 

supplemental to ICE’s TPRM program, 

which applies to external vendors and 

suppliers, service providers, and 

contractors/consultants of ICE and its 

subsidiaries, including ICC. The TPRM 

program establishes a comprehensive 

and structured approach for assessing, 

managing, monitoring, and governance 

of third-party risks at ICE and its 

subsidiaries, including ICC. It requires 

an assessment of operations and 

resiliency through, among other things, 

completion of initial on-boarding 

assessments of the third party’s viability 

and capability to meet expected 

deliverables, business objectives, and 

compliance with contractual 

obligations, followed by ongoing 

monitoring. 

The Proposed Rule Change would 

update vocabulary around and clarify 

the description of ICC’s external service 

provider assessments in newly 

renumbered Section II.C of the ORMF. 

As proposed, this section would no 

longer refer to ‘‘critical vendors,’’ 11 but 

would instead use the term ‘‘external 

SPCS’’ to align the ORMF with Rule 

17Ad–25 under the Exchange Act, 

which uses and defines the term 

‘‘service provider for core services.’’ 12

Currently, Section II.C provides that 

external service providers are reviewed 

and evaluated for re-approval based on 

ICC’s current risk ranking system, which 

is based on ‘‘tiers.’’ Under the Proposed 

Rule Change, Section II.C. would no 

longer describe the re-approval process 

for such external service providers with 

a ‘‘risk ranking’’ system based on ‘‘tiers’’ 

but would instead use a system of ‘‘risk 

ratings.’’ Despite the terminology 

change, the basic review methodology 

would not. Under the Proposed Rule 

Change, ICC would still assign the risk 

rating based on a schedule of risk 

assessments divided into low, moderate, 

and high risks, that considers the risk 

direction for strategic, reputational, 

compliance, legal and operational risk 


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Federal Register / Vol. 89, No. 238 / Wednesday, December 11, 2024 / Notices 99951 

13Currently, the BDOC is responsible for 

conducting a service provider risk assessment for 

each critical vendor, which includes: 

• Profiling critical vendor and services 

performed; 

• Reviewing performance activity to date, if 

applicable; 

• Validating or enhancing the contingency plan 

in the event that a critical vendor cannot perform 

as expected; 

• Ensuring an ongoing oversight program of the 

critical vendor; 

• Assessing the varying risks posed by the critical 

vendor. 

14 17 CFR 240.17Ad–25(i)(1); see also Notice, 89 

at 91444. 

15The ICC Compliance Committee is an internal 

ICC committee that oversees and manages ICC’s 

compliance program that establishes the framework 

for identifying, assessing, measuring, monitoring, 

mitigating, and reporting on compliance risks for 

ICC. 

16 17 CFR 240.17Ad–25(i). 

17See Notice, 89 at 91444. 18 Id. 

presented by the external service 

provider, in the same way that ICC 

currently assigns risk rankings. 

Thus, when assessing an external 

SPCS, ICC would continue to analyze 

and manage risks posed by such 

external service providers, including 

strategic, reputational, compliance, 

legal, and operational risk, in the same 

manner as under the current ORMF. 

Similarly, ICC would use existing 

concepts when performing assessments 

of an external SPCS. As noted above, 

ICC is replacing the term ‘‘critical 

vendor’’ with the term ‘‘external SPCS.’’ 

ICC also is replacing the term ‘‘core 

processes’’ with the term ‘‘CDS core 

clearing services.’’ Currently, a critical 

vendor is any third party service 

provider which is deemed essential to 

complete ICC’s core processes, which 

include acceptance of new trades, 

management of positions, production of 

risk and banking reports, and the 

movement of funds. The definition of 

external SPCS would include external 

service providers for core services, 

including CDS core clearing services, 

which would continue to include 

acceptance of new trades, management 

of positions, production of risk and 

banking reports, and the movement of 

funds. 

Similarly, risk assessments are and 

would continue to be completed as part 

of the initial onboarding process, as well 

as periodically. Section II.C. would 

clarify that ICC’s assessment of an 

external SPCS would be in addition to 

ICE’s TPRM program, which applies to 

any external vendor or supplier, service 

provider, and contractors and 

consultants utilized by ICE or its 

subsidiaries, including ICC. Although 

ICC’s Business Continuity Planning and 

Disaster Recovery programs Oversight 

Committee (‘‘BDOC’’) will continue to 

be the body performing these 

assessments, proposed Section II.C. 

would eliminate the current bullet point 

list of items that may be included in the 

risk assessments 13 and replace it with 

the requirement to ‘‘evaluate and 

document the risks related to an 

agreement with the external SPCS, 

including under changes to 

circumstances and potential 

disruptions, and whether the risks can 

be managed in a manner consistent with 

the ORMF,’’ thus mirroring the language 

found in Rule 17Ad–25(i)(1) under the 

Act.14 Although the BDOC will continue 

to review and recommend approval of 

the inventory of ICC external SPCSs and 

to assign risk ratings to the risk 

assessments in order to determine the 

frequency of ongoing risk assessment 

reviews, Section II.C. would be updated 

to state that the risk ratings will take 

into consideration ICC’s plan to 

complete core processing if the service 

is unavailable. Additionally, Section 

II.C. would state explicitly that the 

BDOC reviews and recommends that the 

ICC Compliance Committee 

(‘‘Compliance Committee’’) approve the 

inventory of ICC external SPCS.15

B. Further Changes to the ORMF 

In addition to the above-described 

changes, which primarily address 

consistency with Rule 17Ad–25(i) under 

the Act,16 the Proposed Rule Change 

would: 

• amend the ‘Introduction’ section of 

the ORMF to provide uniform 

abbreviations to existing defined terms, 

which ICC believes will enhance the 

clarity and readability of the ORMF; 17

• amend terms within the 

‘Operational Risk Lifecycle’ chart of 

Section I of the ORMF to ensure that it 

accurately reflects the description of the 

operational life cycle narrative and 

correct typographical errors; and 

• revise Section II., ‘Operational Risk 

Focus Areas,’ to update ICC’s reference 

to certain functions performed by ICE, 

remove references to such functions 

being ‘‘outsourced,’’ and instead note 

that the functions are described in the 

ORMF and performed pursuant to 

services agreements between ICC and 

ICE. 

The Proposed Rule Change would 

amend Section II.A., ‘Business 

Continuity Planning and Disaster 

Recovery,’ to more clearly describe the 

steps in the collaboration process with 

respect to the business impact analysis 

(‘‘BIA’’) process. The proposed changes 

would reorder and restate the steps for 

completing BIA surveys used in creating 

test plans. Currently, the ORMF states 

that ICC ensures that it can recover from 

a wide-scale disruption and collaborates 

with each department to complete BIA 

surveys—specifically to ensure that 

each critical business unit: 

• Defines the Mission Critical Tasks 

(‘‘MCT’’) to be performed; 

• Creates test plans to ensure 

recovery staff are properly trained; 

• Performs periodic tests to validate 

recovery staff’s ability to perform MCT; 

and 

• Reports the results of testing to 

document successes, and detail 

corrective actions. 

As proposed, the first two bullet 

points would be deleted and replaced 

with: 

• Identifies ICC business processes, as 

well as the associated criticality of these 

business process, by performing the 

BIA; [and] 

• Creates Business Continuity Plans 

(BCPs) for those processes identified in 

the BIA. 

The third and fourth bullet points 

would remain the same, except the third 

bullet point would specify that the 

periodic tests would be those of BCPs 

and that, since the MCT acronym would 

no longer apply, a reference would be 

made to mission critical tests.18

The Proposed Rule Change also 

would revise Section II.F. of the ORMF 

(previously Section II.E.), ‘Technology 

Control Functions,’ specifically to more 

accurately reflect the ICC Technology 

Department’s responsibilities. Section 

II.F would be updated to specify that the 

ICC Technology Department is 

responsible for end-to-end design, 

development, testing, deployment, 

maintenance and day-to-day operations 

of all enterprise software systems 

needed for ICC core functions. 

Currently, the ORMF describes the 

Technology Department’s 

responsibilities as risk analysis and 

oversight of systems operations, systems 

development/quality assurance and 

capacity/performance planning. The 

ORMF would be revised to state that 

ICC’s Technology Department is 

responsible for end-to-end design, 

development, testing, deployment, 

maintenance, and day-to-day operations 

of enterprise software systems needed 

for ICC core functions of CDS clearing. 

In addition, the Proposed Rule Change 

would update an outdated reference to 

ICC’s Credit Technology Delivery 

Method (‘‘CTDM’’), which is a separate 

policy from the ORMF. Currently the 

ORMF references the ICC Project 

Delivery Policy, which is the former 

title of the CTDM. Those references 

would be updated to refer to the CTDM 

instead. Similarly, in connection with a 


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19 Id. 

20For example, updates approved by the Board in 

2021 included language in Section I.A. ‘Risk 

Assessment,’ clarifying that the Compliance 

Committee reviews risk assessments during their 

quarterly meetings. The 2021 updates also included 

minor clarifications to Section I.B. to clarify that 

one of the current responsibilities of the ICE 

Enterprise Risk Management (‘‘ERM’’) function is to 

observe and review the incident management 

mitigation process and, if necessary, challenge 

corrective action plan decisions and priority levels. 

See Notice, 89 at 91444–45. ICC indicated that these 

changes were intended to clarify the description of 

current practices and the readability of the ORMF, 

and as such, do not change current practices. Id. For 

further examples, see Notice, 89 at 91444–45. 

21 15 U.S.C. 78s(b)(2)(C). 

22Rule 700(b)(3), Commission Rules of Practice, 

17 CFR 201.700(b)(3). 

23 Id. 

24 Id. 

25Susquehanna Int’l Group, LLP v. Securities and 

Exchange Commission, 866 F.3d 442, 447 (D.C. Cir. 

2017) (‘‘Susquehanna’’). 

26 15 U.S.C. 78q–1(b)(3)(F). 

27 17 CFR 240.17Ad–25(i). 

28 17 CFR 240.17Ad–22(e)(17)(i). 

29 17 CFR 240.17Ad–22(e)(2)(i), (v). 

30 15 U.S.C. 78q–1(b)(3)(F). 

31The requirements outlined in Section II.B. 

directly reflect language in Rule 17Ad–25(i), which 

was approved by the Commission in 2023. See n. 

5, supra. 

32 Id. 

discussion of how technology releases 

are assessed, the Proposed Rule Change 

would replace a current reference to the 

ICC technology director with a reference 

to the ICC Technology leadership team. 

This change would more accurately 

reflect that technology releases are 

assessed by the entire ICC Technology 

leadership team, not just the ICC 

technology director. 

Next, the Proposed Rule Change 

would amend Appendix 1 of the ORMF 

to include the titles of the relevant 

regulatory requirements while removing 

the existing summaries of such 

regulations. ICC indicated that the 

purpose of this change is to streamline 

the reference process to provide the 

reader with a more direct reference to 

all the applicable regulations and avoid 

the need to review and update 

summaries of applicable regulations as 

they are amended from time to time.19

Lastly, the Proposed Rule Change 

would update the ‘Revision History’ 

section of the ORMF to reflect the 

proposed changes described above, as 

well as to formalize a series of nonmaterial updates previously made to the 

ORMF that were the output of the 

annual review of the ORMF conducted 

by the Compliance Committee, and that 

were reviewed and approved by the 

Board in 2021, 2022, and 2023.20

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.21 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.’’ 22

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 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

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 26 and Rules 17Ad–25(i),27

17Ad–22(e)(17)(i),28 and 17Ad– 

22(e)(2)(i) and (v) 29 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.30 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. 

Newly added Section II.B. of the 

ORMF—addressing ICC’s management 

of risks from relationships with SPCS— 

and updated and renumbered Section 

II.C. of the ORMF—titled ‘External 

Service Provider Assessments’—help 

facilitate ICC’s ability to manage its 

relationships with SPCS and the 

inherent risks these relationships 

encompass. For instance, as discussed 

above, the Proposed Rule Change would 

add Section II.B. to the ORMF, which 

would specify the requirements and 

procedures for ICC to manage the risks 

arising from ICC’s relationships with 

SPCS. Such requirements and 

procedures would include, among other 

things, evaluating and documenting 

risks associated with a SPCS, submitting 

a risk evaluation to the ICC Board 

related to a relationship with a SPCS, 

establishing policies and procedures 

governing the relationship and riskmanagement of a SPCS relationship, and 

performing ongoing monitoring of a 

SPCS relationship for purposes of 

identifying and remediating changing 

risks.31 Together, Sections II.B. and II.C. 

of the ORMF also would provide greater 

clarity around the approval and 

maintenance of ICC’s relationships with 

SPCS that are contractually obligated 

not only to supply services material to 

running ICC’s business, such as staffing, 

finance, and accounting, but also to 

support ICC’s clearance and settlement 

functionality. By promoting ICC’s ability 

to manage relationships with SPCS, 

both internal and external, the Proposed 

Rule Change is thereby designed to 

promote ICC’s capabilities in promptly 

and accurately clearing and settling 

securities transactions, and, to the 

extent applicable, derivative 

agreements, contracts, and transactions. 

For the reasons stated above, the 

Commission finds that the Proposed 

Rule Change is consistent with Section 

17A(b)(3)(F) of the Act.32

B. Consistency With Rule 17Ad–25(i) 

Under the Act 

Rule 17Ad–25(i) requires each 

covered clearing agency 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 such risk 

evaluation; (3) require senior 

management to be responsible for 

establishing the policies and procedures 

that govern relationships and manage 


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Federal Register / Vol. 89, No. 238 / Wednesday, December 11, 2024 / Notices 99953 

33 17 CFR 240.17Ad–25(i). 

34See Clearing Agency Governance and Conflicts 

of Interest, 88 FR at 84477. 

35 Id. 

36 17 CFR 240.17Ad–22(e)(17)(i). 

37 Id. 

38 Id. 

39 17 CFR 240.17Ad–22(e)(2)(i), (v). 

40 Id. 

41 15 U.S.C. 78s(b)(2). 

42 15 U.S.C. 78s(b)(2). 

43 17 CFR 240.17Ad–25(i). 

44 17 CFR 240.17Ad–25(i). 

45 Id. 

46Clearing Agency Governance and Conflicts of 

Interest, 88 FR at 84454 (explaining that the 

compliance date for Rule 17Ad–25 is December 5, 

2024, except that the compliance date for the 

independence requirements of the board and board 

committees in Rules 17Ad–25(b)(1), (c)(2), and (e) 

is December 5, 2025). 

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.33 In adopting Rule 17Ad– 

25(i), the Commission stated that the 

final rule would more clearly delineate 

the roles of senior management and the 

board so as not to require the board to 

undertake responsibilities reserved for 

senior management.34

As described above, the Proposed 

Rule Change would help ensure that the 

ORMF codifies and implements policies 

and procedures designed to ensure that 

ICC appropriately manages relevant 

risks that arise from ICC’s relationships 

with SPCS, including by increasing 

ORMF users’ awareness of those risks, 

and ensuring that ICC identifies, 

assesses, measures, monitors, mitigates, 

and reports those risks. The ORMF also 

delineates the responsibilities between 

senior management and the Board 

regarding these risks. Specifically, the 

ORMF specifies that senior management 

provides the Board with information 

pertaining to relationships with SPCS, 

any relevant risk evaluations, and 

management’s efforts to monitor, assess, 

document, and remedy risks associated 

with these relationships. 

For these reasons, the Commission 

finds the Proposed Rule Change is 

consistent with Rule 17Ad–25(i).35

C. 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 manage its 

operational risks by identifying the 

plausible sources of operational risk, 

both internal and external, and 

mitigating their impact through the use 

of appropriate systems, policies, 

procedures, and controls.36

As described above, the Proposed 

Rule Change would update the ORMF to 

provide additional and current details 

regarding ICC’s management of SPCS 

and assure that both ICC’s relationships 

with SPCS and the risks associated with 

those relationships are continuously 

being monitored. The processes 

specified in the ORMF are intended to 

enhance ICC’s ability to identify 

relevant internal and external sources of 

operational risk. As such, the Proposed 

Rule Change will define processes and 

controls that will facilitate ICC’s ability 

to mitigate the impact of such risks 

through the use of appropriate systems, 

policies, procedures, and controls, 

consistent with the requirements of Rule 

17Ad–22(e)(17)(i).37

For the reasons stated above, the 

Commission finds the Proposed Rule 

Change is consistent with Rule 17Ad– 

22(e)(17)(i).38

D. Consistency With Rule 17Ad– 

22(e)(2)(i) and (v) Under the Act 

Rule 17Ad–22(e)(2)(i) and (v) requires 

each covered clearing agency to 

establish, implement, maintain and 

enforce written policies and procedures 

reasonably designed to provide for 

governance arrangements that are clear 

and transparent, and specify clear and 

direct lines of responsibility.39

As described above, by adding new 

Section II.B. to the ORMF, the Proposed 

Rule Change would codify the 

responsibilities of ICC’s management 

and the Board when managing risks 

arising from ICC’s relationships with 

SPCS. The proposed changes also would 

update the ORMF to clarify the 

description of the Compliance 

Committee and ERM responsibilities, 

and the general updates described in 

Section II.B. above, would help ensure 

that the ORMF is accurate and current. 

Taken together, these revisions to the 

ORMF will help ICC maintain clear and 

transparent governance arrangements 

and specify clear and direct lines of 

responsibility, which in turn will help 

improve the accuracy and transparency 

of ICC’s governance arrangements and 

improve the clarity of the lines of 

responsibility. 

For these reasons, the Commission 

finds the Proposed Rule Change is 

consistent with Rule 17Ad–22(e)(2)(i) 

and (v).40

IV. Accelerated Approval of the 

Proposed Rule Change 

Under Section 19(b)(2) of the Act,41

the Commission may approve a 

proposed rule change prior to the 30th 

day after the date of publication of 

notice of filing of the proposed rule 

change in the Federal Register if the 

Commission finds good cause for doing 

so. 

The Commission finds good cause, 

pursuant to Section 19(b)(2) of the 

Exchange Act,42 to approve the 

Proposed Rule Change prior to the 30th 

day after the date of publication of 

notice of filing of the Proposed Rule 

Change in the Federal Register. Rule 

17Ad–25(i) requires, among other 

things, that covered clearing agencies 

establish, implement, maintain, and 

enforce written policies and procedures 

reasonably designed to require that 

senior management (i) evaluate and 

document the risks related to an 

agreement with a SPCS; (ii) submit to 

the board of directors for review and 

approval any agreement that would 

establish a relationship with a SPCS (iii) 

be responsible for establishing the 

policies and procedures that govern 

relationships and manage risks related 

to such agreements with SPCS; and (iv) 

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.43 The proposed rule change 

would establish ICC’s process for vetting 

and managing its relationships with 

SPCS, with specific processes for 

internal and external SPCS, consistent 

with Rule 17Ad–25(i).44 Based on the 

foregoing, and as discussed above, the 

Proposed Rule Change is consistent 

with the requirements of Rule 17Ad– 

25(i) under the Act.45

The compliance date for Rule 17Ad– 

25(i) generally is December 5, 2024.46

Approving the Proposed Rule Change 

on an accelerated basis will allow ICC 

to establish its process for vetting and 

managing its relationships with SPCS by 

this compliance date. Accordingly, the 

Commission finds good cause to 


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99954 Federal Register / Vol. 89, No. 238 / Wednesday, December 11, 2024 / Notices 

47 15 U.S.C. 78s(b)(2). 

48 15 U.S.C. 78q–1(b)(3)(F). 

49 17 CFR 240.17Ad–25(i). 

50 17 CFR 240.17Ad–22(e)(17)(i). 

51 17 CFR 240.17Ad–22(e)(2)(i), (v). 

52 15 U.S.C. 78s(b)(2). 

53 In approving the proposed rule change, the 

Commission considered the proposal’s impact on 

efficiency, competition, and capital formation. 15 

U.S.C. 78c(f). 

54 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78f(b). 

4 15 U.S.C. 78f(b)(5). 

5 15 U.S.C. 78s(b)(3)(A)(iii). 

6 17 CFR 240.19b–4(f)(6). 

approve the Proposed Rule Change on 

an accelerated basis prior to the 30th 

day after the date of publication of 

notice of filing of the Proposed Rule 

Change in the Federal Register, 

pursuant to Section 19(b)(2) of the 

Exchange Act.47

V. 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 48 and 

Rules 17Ad–25(i),49 17Ad–22(e)(17)(i),50

and 17Ad–22(e)(2)(i) and (v) 51

thereunder. 

It is therefore ordered pursuant to 

Section 19(b)(2) of the Act 52 that the 

Proposed Rule Change (SR–ICC–2024– 

011), be, and hereby is, approved, on an 

accelerated basis.53

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.54

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–29037 Filed 12–10–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101826; File No. SR–BX– 

2024–053] 

Self-Regulatory Organizations; Nasdaq 

BX, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Equity 4, Rule 

4759 Concerning Data Feeds Utilized 

December 5, 2024. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on November 

25, 2024, Nasdaq BX, Inc. (‘‘BX’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Equity 4, Rule 4759 (Data Feeds 

Utilized) to change the primary and 

secondary source of quotation data of 

certain market centers in the list of 

proprietary and network processor feeds 

that the Exchange utilizes for the 

handling, routing, and execution of 

orders as well as regulatory compliance 

processes related to those functions. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules, at the principal 

office of the Exchange, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to update and 

amend the data feeds table in Equity 4, 

Rule 4759, which sets forth on a marketby-market basis the specific proprietary 

and network processor feeds that the 

Exchange utilizes for the handling, 

routing, and execution of orders, and for 

performing the regulatory compliance 

processes related to each of those 

functions. Specifically, the table would 

be amended to reflect that the Exchange 

will receive a direct feed from the LongTerm Stock Exchange (‘‘LTSE’’) as its 

primary quotation data source and CQS/ 

UQDF will become its secondary data 

source for the handling, routing and 

execution of orders and for performing 

regulatory compliance processes related 

to each of those functions. The change 

to the primary sources reflects the 

Exchange’s effort to include an 

additional source and the use of 

secondary sources in the event the 

primary source is unable to provide 

data. 

The operative date of the proposed 

rule change shall be November 25, 2024. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,3 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,4

in particular, in that it is designed to 

promote just and equitable principles of 

trade, to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general to protect 

investors and the public interest. 

The Exchange believes that the 

proposed rule change removes 

impediments to and perfects the 

mechanism of a free and open market 

because updating its data feeds table of 

market centers for which the exchange 

consumes quotation data through a 

direct feed will provide clarity to market 

participants. Additionally, it is 

necessary and consistent with the 

public interest and the protection of 

investors to update the Exchange’s table 

of market centers in Equity 4, Rule 4759 

in order to provide transparency with 

respect to all the direct proprietary and 

network processor feeds from which the 

Exchange obtains market data. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is not designed to 

address any competitive issue; instead, 

its purpose is to enhance transparency 

with respect to the operation of the 

Exchange and its use of market data 

feeds. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 5 and Rule 

19b–4(f)(6) thereunder.6 Because the 

proposed rule change does not: (i) 


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