[Federal Register Volume 85, Number 198 (Tuesday, October 13, 2020)]
[Notices]
[Pages 64565-64595]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-22467]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-90096; File No. 4-757]


Joint Industry Plan; Notice of Filing of a National Market System 
Plan Regarding Consolidated Equity Market Data.

October 6, 2020.

I. Introduction

    Pursuant to Section 11A of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 608 of Regulation National Market System 
(``NMS'') thereunder,\2\ notice is hereby given that on August 11, 
2020, Cboe BYX Exchange, Inc., Cboe BZX Exchange, Inc., Cboe EDGA 
Exchange, Inc., Cboe EDGX Exchange, Inc., Cboe Exchange, Inc., 
Investors Exchange LLC, Long Term Stock Exchange, Inc., MEMX LLC, 
Nasdaq BX, Inc., Nasdaq ISE, LLC, Nasdaq PHLX LLC, Nasdaq Stock Market 
LLC, New York Stock Exchange LLC, NYSE American LLC, NYSE Arca, Inc., 
NYSE Chicago, Inc., NYSE

[[Page 64566]]

National, Inc., and Financial Industry Regulatory Authority, Inc. 
(``FINRA'') (collectively, the ``SROs'' or ``Participants'') filed with 
the Securities and Exchange Commission (``SEC'' or ``Commission'') a 
proposed new single national market system plan governing the public 
dissemination of real-time consolidated equity market data for national 
market system (``NMS'') stocks (the ``CT Plan'').\3\ The Commission is 
publishing this notice to solicit comments on the proposed CT Plan from 
interested persons.
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    \1\ 15 U.S.C. 78k-1.
    \2\ 17 CFR 242.608.
    \3\ See Letter from James P. Dombach and Howard L. Kramer, 
Murphy & McGonigle, P.C., to Vanessa Countryman, Secretary, 
Commission (Aug. 11, 2020) (``Transmittal Letter''). See also 
Attachment A (Limited Liability Agreement of CT Plan LLC).
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II. Description of the CT Plan

    Set forth in this Section II is the statement of the purpose of the 
National Market System Plan Regarding Consolidated Equity Market Data, 
along with information pursuant to Rules 608(a)(4) and (5) under the 
Act,\4\ as prepared and submitted by the SROs to the Commission.\5\
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    \4\ See 17 CFR 242.608(a)(4) and (a)(5).
    \5\ See Transmittal Letter, supra note 3. The statement of the 
purpose of the proposed CT Plan and the information required by Rule 
608(a)(4) and (5) are reproduced verbatim from the Transmittal 
Letter; cross-references have been revised to conform with the 
footnote sequencing of this notice.
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A. Statement of Purpose

    On May 6, 2020, the Commission ordered the SROs to act jointly in 
developing and filing with the Commission by August 11, 2020, a 
proposed new single NMS plan to govern the public dissemination of 
real-time consolidated equity market data for NMS stocks.\6\ The SROs 
are filing the proposed Plan, as directed in the Order.\7\ Following 
the Operative Date (as defined and described in Section A.3 below), the 
Plan would replace (1) the Consolidated Tape Association Plan (``CTA 
Plan''), (2) the Consolidated Quotation Plan (``CQ Plan''), and (3) the 
Joint Self-Regulatory Organization Plan Governing the Collection, 
Consolidation, and Dissemination of Quotation and Transaction 
Information for Nasdaq-Listed Securities Traded on Exchanges on an 
Unlisted Trading Privileges Basis (``UTP Plan''). The SROs propose that 
the Plan be in the form of a limited liability company (``LLC'') 
agreement for a new company, CT Plan LLC (the ``Company''), with each 
SRO being a ``Member'' of the Company.
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    \6\ See Order Directing the Exchanges and the Financial Industry 
Regulatory Authority to Submit a New National Market System Plan 
Regarding Consolidated Equity Market Data, Release No. 34-88827 (May 
6, 2020), 85 FR 28702 (May 13, 2020) (File No. 4-757) (the 
``Order'').
    \7\ As the Commission is aware, some of the SROs have challenged 
the Order in the D.C. Circuit. Those SROs (the ``Petitioners'') have 
joined in this submission, including the statement that the Plan 
complies with the Order, solely to satisfy the requirements of the 
Order and Rule 608. Nothing in this submission should be construed 
as an agreement by Petitioners with any analysis or conclusions set 
forth in the Order or as a concession by Petitioners regarding the 
Order's legality. Petitioners reserve all rights in connection with 
their pending challenge of the Order.
    The provisions reflected in the Plan do not necessarily reflect 
each SRO's views related to governing and operating the 
consolidation and dissemination of equity market data. Further, 
while each SRO believes that the proposed Plan is compliant with the 
Order, one or more SROs intend to submit public comments regarding 
the proposed Plan.
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    While the Order requires Operating Committee approval for actions 
other than the selection of Non-SRO Voting Representatives and the 
decision to enter executive session, because the Plan would be in the 
form of an LLC agreement for the Company, the SROs propose that certain 
provisions of the Plan concerning solely the operation of the Company 
as an LLC, and unrelated to consolidation and distribution of equity 
market data, will require a majority vote of the Members as opposed to 
the augmented majority vote of the Operating Committee. In particular, 
the SROs propose the following actions be subject to a majority vote of 
the Members: (1) The selection of Officers of the Company (other than 
the Chair and Secretary), if needed, and (2) certain decisions 
concerning the operation of the Company as an LLC and approval of 
amendments to LLC-related provisions of the Plan, including provisions 
related to indemnification, dissolution of the Company, and tax-related 
matters. Neither of these topics would affect the consolidation and 
distribution of equity market data, and therefore, the SROs believe 
that the Members should have the sole authority to make decisions 
related to these topics (with Commission approval where necessary).
2. Governing or Constituent Documents
    Not applicable.
3. Implementation of Plan
    As set forth in the proposed Plan, the SROs propose that the Plan 
would become effective after (1) it is approved by the Commission 
pursuant to Rule 608 of Regulation NMS and (2) the Company has been 
formed by filing a certificate of formation with the Delaware Secretary 
of State. The SROs propose that the Plan would become operative on the 
first day of the month that is at least 90 days after the last of the 
following have occurred (the ``Operative Date''): (a) The SRO Voting 
Representatives and Non-SRO Voting Representatives of the Operating 
Committee have been determined; (b) fees for market data disseminated 
pursuant to the Plan have been established by the Operating Committee, 
are effective as an amendment to the Plan pursuant to Rule 608 of 
Regulation NMS, and are ready to be implemented on the Operative Date; 
(c) the Company has entered into an agreement with the necessary 
Processor(s); (d) the Company has entered into an agreement with an 
Administrator selected pursuant to Section 6.3 of the Plan and such 
Administrator has completed the transition from prior Administrators 
under the CQ Plan, CTA Plan, and UTP Plan such that it is able to 
provide services under the Administrative Services Agreement, including 
that (1) new contracts between the Company and Vendors and the Company 
and Subscribers have been finalized such that all Vendors and 
Subscribers under the CQ Plan, CTA Plan, and UTP Plan are ready to 
transition to such new contracts by the Operative Date, (2) the 
Administrator has in place a system to administer distributions, and 
(3) the Administrator has in place a system to administer fees; and (e) 
the Operating Committee and, if applicable, the Commission has approved 
all policies and procedures that are necessary or appropriate for the 
operation of the Company.
4. Development and Implementation Phases
    Until the Operative Date, the Members will continue to operate 
pursuant to the CQ Plan, CTA Plan, and UTP Plan with respect to the 
public dissemination of real-time consolidated equity market data for 
NMS stocks rather than the Plan.
5. Analysis of Impact on Competition
    The SROs believe the proposed Plan complies with the Order. The 
proposed Plan incorporates the existing substantive provisions of the 
CTA Plan, CQ Plan and UTP Plan, which have been approved by the 
Commission, together with the governance modifications required by the 
Commission's Order.
6. Written Understanding or Agreements Relating to Interpretation of, 
or Participation in, Plan
    Not applicable.
7. Approval of Amendment of the Plan
    Not applicable.

[[Page 64567]]

8. Terms and Conditions of Access
    The Plan provides that any entity registered as a national 
securities exchange or national securities association under the 
Exchange Act may become a Member by: (i) Providing written notice to 
the Company, (ii) executing a joinder to the Plan, at which time 
Exhibit A of the Plan shall be amended to reflect the addition of such 
exchange or association as a Member, (iii) paying a Membership Fee to 
the Company, and (iv) executing a joinder to any other agreements to 
which all of the other Members have been made party in connection with 
being a Member.
9. Method of Determination and Imposition, and Amount of Fees and 
Charges
    Not applicable.
10. Method and Frequency of Processor Evaluation
    Not applicable.\8\
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    \8\ The Commission notes that Article V, Section 5.2 of the 
proposed CT Plan governs the evaluation of processor performance. 
See also infra Question 37.
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11. Dispute Resolution
    The Plan does not include provisions regarding resolution of 
disputes between or among the Members.

III. Solicitation of Comments

    The Commission seeks comment on the proposed CT Plan. Interested 
persons are invited to submit written data, views, and comments 
concerning the foregoing, including whether the proposal is consistent 
with the Act and the rules thereunder, as well as with the Order. In 
addition to the specific questions set forth below, the Commission asks 
commenters to consider generally whether the proposed CT Plan is 
appropriately structured, and whether its provisions are appropriately 
drafted, to support the ``prompt, accurate, reliable, and fair 
collection, processing, distribution, and publication of information 
with respect to quotations for and transactions in such securities and 
the fairness and usefulness of the form and content of such 
information.'' \9\
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    \9\ See Order, supra note 6, 85 FR at 28703 (citing 15 U.S.C. 
78k-1(c)(1)(B)).
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    Accordingly, the Commission requests comments on matters including, 
but not limited to, the following:

Effective and Operative Dates

    1. Paragraph (b) of the Recitals of the proposed CT Plan provides 
that the CT Plan will not become effective (``Effective Date'') until 
the later of two things occurs: (1) The proposed Agreement has been 
approved by the Commission, and (2) the Members have formed the CT Plan 
as an LLC pursuant to the Delaware Act by filing a certificate of 
formation (the ``Certificate'') with the Delaware Secretary of State. 
Do commenters believe that the timing provisions set forth in the 
Recitals could result in an undue delay of the effectiveness of the CT 
Plan? Do commenters believe that the CT Plan should require that the 
Certificate be filed within a certain period of time following 
Commission action, if any, on the CT Plan? Would 10 days be an 
appropriate period of time for filing the Certificate? If not, what 
time period do commenters believe would be appropriate?
    2. Paragraph (c) of the Recitals of the proposed CT Plan provides 
that, following the Effective Date, the CT Plan will not become 
operative as an NMS Plan that governs the dissemination of real-time 
consolidated equity market data until the first day of the month that 
is at least 90 days after the last of five specified actions has 
occurred (the ``Operative Date''). Do commenters agree that the 
completion of all five specified actions is necessary prior to the 
Operative Date? Should the CT Plan set deadlines for some or all of the 
specified actions? Should the CT Plan require that the Operating 
Committee provide periodic updates as to the status of implementation 
of the specified actions? If so, should these updates be made public? 
Should the CT Plan include deadlines requiring that the Operating 
Committee be constituted within a set time if the Commission approves 
the CT Plan? Should the CT Plan explicitly specify that constituting 
the Operating Committee must be the first action undertaken by the CT 
Plan after the Effective Date? Should the Operating Committee be 
required within set times to establish fees, enter into contracts with 
an Administrator and Processor(s), and approve or file with the 
Commission, as applicable, all ``policies and procedures that are 
necessary or appropriate for the operation of the Company''? What 
policies and procedures do commenters believe are necessary or 
appropriate for the operation of the CT Plan? Should the CT Plan 
specify which policies and procedures are necessary or appropriate? Is 
the proposed 90-day period appropriate and reasonable, or should it be 
longer or shorter?

Plan Structure as an LLC Agreement

    3. The Commission requests comment generally on the distinctions 
drawn in the proposed CT Plan between actions that are governed by the 
Operating Committee, which includes Non-SRO Voting Representatives as 
required by the Order,\10\ and other specified actions that are 
governed solely by the SROs as the ``Members'' of the LLC. Does the 
proposed CT Plan appropriately draw these distinctions in a way that 
supports the purpose of the CT Plan, consistent with the Order? \11\ Do 
commenters believe that these distinctions will result in a significant 
and inappropriate dilution of Non-SRO Voting Representatives' influence 
on CT Plan matters that are relevant to the operation of the CT Plan as 
an NMS plan for the collection, processing, and dissemination of equity 
market data? What revisions to the plan provisions, if any, do 
commenters believe would be appropriate to ensure that the distinctions 
drawn in the CT Plan between matters to be decided by the Operating 
Committee and matters to be decided solely by the SROs do not 
inappropriately dilute the Non-SRO Voting Representatives' 
participation and influence on the Operating Committee?
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    \10\ See id. at 28730.
    \11\ See id. at 28703.
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Definitions

    4. Article I, Section 1.1(p) of the proposed CT Plan defines the 
term ``CT Feeds'' as the CT Quote Data Feed(s) and the CT Trade Data 
Feed(s). Do commenters believe that this definition makes sufficiently 
clear that three tapes--Tape A, Tape B, and Tape C--would remain under 
the CT Plan as proposed?
    5. Article I, Section 1.1(n) of the proposed CT Plan defines the 
term ``Covered Persons'' as representatives of the Members, the Non-SRO 
Voting Representatives, SRO Applicants, the Administrator, and the 
Processors; affiliates, employees, and Agents of the Operating 
Committee, a Member, the Administrator, and the Processors; any third 
parties invited to attend meetings of the Operating Committee or 
subcommittees; and the employers of Non-SRO Voting Representatives. 
Covered Persons do not include staff of the Commission. The Commission 
requests comment on the proposed definition. Should other types of 
representatives be specified in the proposed definition? For example, 
should the proposed definition specifically include Member Observers, 
as defined in Article I, Section 1.1(oo) of the proposed CT Plan?
    6. Article I, Section 1.1(bb) of the proposed CT Plan defines 
``Fees'' as fees

[[Page 64568]]

charged to vendors and subscribers for Transaction Reports and 
Quotation Information in Eligible Securities, as defined in the CT 
Plan. The Commission requests comment on this definition. Does it 
accurately reflect all of the types of information currently made 
available from the existing NMS plans for equity market data and other 
types of fees that the CT Plan may charge to subscribers?
    7. Article I, Section 1.1(oo) of the proposed CT Plan defines the 
term ``Member Observer'' to mean any individual, other than a Voting 
Representative, that a Member, in its sole discretion, determines is 
necessary in connection with such Member's compliance with its 
obligations under Rule 608(c) of Regulation NMS to attend Operating 
Committee and subcommittee meetings. What are commenters' views on 
whether an SRO would reasonably find it necessary to select a Member 
Observer to comply with its obligations under Rule 608(c) of Regulation 
NMS? Under what circumstances, if any, would the representation of an 
SRO on the Operating Committee by its selected SRO Voting 
Representative be an insufficient means for the SRO to fulfill its 
obligations under Rule 608 of Regulation NMS? Should persons who hold 
certain positions within an SRO be prohibited from serving as Member 
Observers? For example, should a person who has direct responsibility 
for the management, marketing, sale, or development of proprietary 
equity data products offered separately be permitted to serve as a 
Member Observer? If Member Observers are necessary, should only persons 
who perform certain roles within an SRO (e.g., legal or compliance 
personnel) be able to serve as Member Observers? Should the CT Plan 
limit the number of Member Observers that each SRO would be permitted 
to name or the frequency with which the person serving as a Member 
Observer can be changed? If so, how?
    8. Article I, Section 1.1(kkk) of the proposed CT Plan defines 
``Public Information'' to include, among other things, any information 
that is not either Restricted Information or Highly Confidential 
Information or that has not been designated as Confidential 
Information, and the duly approved minutes of the Operating Committee. 
The Commission requests comment on the proposed definition of Public 
Information. Should other types of information be included in the 
proposed definition? For example, should the proposed definition 
include minutes of the meetings of any subcommittees of the Operating 
Committee?

Organization and Membership of LLC

    9. Do commenters believe that the organizational, governance, and 
managerial structure outlined in Articles II, III, and IV of the 
proposed CT Plan are in the public interest?
    10. Do commenters believe that the organizational, governance, and 
managerial structure set forth in the proposed CT Plan--including the 
limitation of membership in the LLC to SROs and the prescribed role and 
responsibilities of the Operating Committee--is consistent with the 
purposes of the CT Plan with respect to the dissemination of equity 
market data and the statutory mandate of ensuring the ``prompt, 
accurate, reliable and fair collection, processing, distribution, and 
publication of information with respect to quotations for and 
transactions in such securities and the fairness and usefulness of the 
form and content of such information''? \12\ If not, what changes to 
the organizational, governance, and managerial terms of the proposed CT 
Plan do commenters believe should be made to be consistent with the 
purposes of the CT Plan?
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    \12\ See id. (citing 15 U.S.C. 78k-1(c)(1)(B)).
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    11. Article III, Section 3.7 of the proposed CT Plan describes the 
obligations and liabilities of the SROs as Members of the LLC, 
including among other things, a provision that SROs shall have no 
liability for the debt, liabilities, commitments, or any other 
obligations of the CT Plan or for any losses of the CT Plan. Given the 
role and public purpose of the CT Plan as part of the national market 
system, do commenters believe that the provisions set forth in Section 
3.7 are consistent with the SROs' obligations to, and purposes of, the 
CT Plan?
    12. Article III, Section 3.7(e) of the proposed CT Plan states, 
``[t]o the fullest extent permitted by law, no Member shall, in its 
capacity as a Member, owe any duty (fiduciary or otherwise) to the 
Company or to any other Member other than the duties expressly set 
forth in this Agreement.'' The Commission requests comment on the 
limitations proposed in this provision and the potential impact to the 
CT Plan's responsibilities for the collection, processing, and 
dissemination of equity market data.
    13. Do commenters believe that the proposed CT Plan includes all of 
the necessary provisions for an LLC agreement to function appropriately 
as an NMS plan? If not, please describe the additional provisions that 
should be included in the CT Plan.

Responsibilities of the Operating Committee

    14. Article IV, Section 4.1(a) of the proposed CT Plan states that 
the responsibilities of the Operating Committee include ``interpreting 
the Agreement and its provisions.'' Do commenters believe it is 
appropriate for the Operating Committee to develop its own 
interpretation of the meaning of the CT Plan and its provisions? Should 
all interpretations of the CT Plan be required to be in writing? Should 
all interpretations of the CT Plan be required to be made publicly 
available for comment before being adopted or taking effect? Should all 
interpretations of the CT Plan be submitted in writing to the 
Commission or to Commission staff before being adopted or taking 
effect? Should the CT Plan include policies and procedures to 
distinguish operational interpretations of the CT Plan from amendments 
required to be submitted to the Commission under Rule 608 of Regulation 
NMS?
    15. Article IV, Section 4.1(b) of the proposed CT Plan proposes to 
allow the Operating Committee to delegate ``administrative functions'' 
to a subcommittee or to one or more of the Members (i.e., SROs) or to 
one or more Non-SRO Voting Representatives or to another person, such 
as the Administrator. Thus, the Operating Committee would be empowered 
to delegate an administrative function only to SROs, or only to Non-SRO 
Voting Representatives. Should the CT Plan specify the ``administrative 
functions'' that would be covered by this provision? Do commenters 
believe the CT Plan should permit the Operating Committee to delegate 
``administrative functions'' to a subcommittee consisting only of SROs? 
Do commenters have concerns that, under this proposed provision, an 
SRO-only subcommittee could discuss the details of an administrative 
matter without input from Non-SRO Voting Representatives? Do commenters 
believe the CT Plan should permit the Operating Committee to delegate 
``administrative functions'' to a subcommittee consisting only of Non-
SRO Voting Representatives? Section 4.1(b) also provides that a 
subcommittee cannot take any actions that require approval of the 
Operating Committee. Does the limitation that a subcommittee cannot 
take actions that require Operating Committee approval mitigate 
concerns about the delegation of ``administrative functions''? What, if 
any, actions could a subcommittee take without approval of the 
Operating Committee pursuant to Section 4.3?

[[Page 64569]]

Composition and Selection of Operating Committee

    16. Article IV, Section 4.2(b) of the proposed CT Plan discusses 
Non-SRO Voting Representatives, including term limits, the selection 
process for the initial Non-SRO Voting Representatives, and the 
nomination and election process for Non-SRO Voting Representative 
replacements. Do commenters believe that the proposed process--
including public notice requesting nominations, listing nominated 
individuals, and soliciting and discussing any public comments 
received--is fair and transparent? Do commenters believe that the CT 
Plan should be required to use any means beyond publication on its 
website to seek interested, qualified candidates to be nominated and 
for public comment to be solicited? If so, which means? Do commenters 
believe that a Non-SRO Voting Representative should be permitted, in 
addition to nominating himself or herself, to nominate other persons to 
serve as a Non-SRO Voting Representative? If so, should that be 
explicitly stated in the CT Plan?
    17. With respect to Article IV, Section 4.2(b), do commenters 
believe that the CT Plan should prescribe specified periods of time for 
the nomination of, initial selection of, and selection of replacement 
Non-SRO Voting Representatives? Does the absence of such requirements 
provide needed flexibility to the selection process? Alternatively, 
could the absence of specified deadlines result in unnecessary delays 
in the initial formation of the Operating Committee or hinder non-SRO 
representation? If so, what amount of time do commenters believe would 
be appropriate for achieving each phase of the selection process? For 
example, would 30 days be an appropriate time frame for each of the 
specified periods--nomination, initial selection, and selection of 
replacements for Non-SRO Voting Representatives?
    18. Article IV, Section 4.2(b) provides that Non-SRO Voting 
Representatives shall serve for two-year terms for a maximum of two 
terms total, whether consecutive or non-consecutive. Is the proposed 
maximum of two terms an appropriate limit on the number of terms a Non-
SRO Voting Representative may serve on the Operating Committee? Should 
the limit on the number of terms be increased or decreased? Should it 
be eliminated? Do commenters believe that similar term limits should 
apply to SRO Voting Representatives? What are commenters' views on 
whether a lifetime limitation on service that applies only to Non-SRO 
Voting Representatives would support the meaningful and informed 
participation of Non-SRO Voting Representatives on the Operating 
Committee? Do commenters believe there is a sufficiently large pool of 
qualified and informed persons able to serve as Non-SRO Voting 
Representatives to sustain a diversity of views on the Operating 
Committee over time if the proposed term limits were adopted?

Action of Operating Committee

    19. Article IV, Section 4.3(c) of the proposed CT Plan delineates 
several circumstances, in addition to those described in the Order--
which are the selection of Non-SRO Voting Representatives and the 
decision to enter Executive Session--in which an augmented majority 
vote of the Operating Committee would not be required. The Commission 
requests comment on each of the proposed CT Plan provisions that would 
permit action by a majority vote of the SROs. Specifically, do 
commenters believe that the CT Plan should include additional details 
on the proposed provisions with respect to: (i) The operation of the CT 
Plan as an LLC, (ii) modifications to LLC-related provisions of the 
proposed CT Plan,\13\ and (iii) the selection (including appointment 
and removal) of Officers of the CT Plan, other than the Chair? Would 
permitting action by the SROs alone with respect to these elements of 
CT Plan operation be consistent with providing a meaningful role to 
non-SROs in the governance of the collection, processing, and 
dissemination of equity market data? Should an augmented majority vote 
of the Operating Committee be required for any or all aspects of the 
operation of the CT Plan as an LLC? If so, which ones?
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    \13\ See infra Questions 51-52.
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Meetings of the Operating Committee

    20. Article IV, Section 4.4(g) of the proposed CT Plan would permit 
Member Observers to attend Executive Sessions of the Operating 
Committee. Do commenters believe that permitting Member Observers to 
attend Executive Sessions is necessary? If so, under what circumstances 
do commenters believe Member Observers should attend? Should the CT 
Plan limit the ability of some or all Member Observers to attend 
Executive Session, Operating Committee, or subcommittee meetings? If 
so, under what circumstances should such attendance be limited and to 
what subset, if any, of Member Observers should such limitations apply?
    21. Article IV, Section 4.4(g) of the proposed CT Plan provides 
that items for discussion within an Executive Session should be limited 
to those ``for which it is appropriate to exclude Non-SRO Voting 
Representatives,'' identified as: (i) Any topic that requires 
discussion of Highly Confidential Information; (ii) vendor or 
subscriber audit findings; and (iii) litigation matters. The proposed 
CT Plan further provides that the above items are ``not dispositive of 
all matters that may by their nature require discussion in an Executive 
Session.'' The Commission requests comment on the specified items 
proposed in the CT Plan as appropriate topics for Executive Session. Do 
commenters agree, for example, that any topic that requires discussion 
of Highly Confidential Information should not be considered by the full 
Operating Committee? Do commenters believe that there are sufficient 
mechanisms in place under the CT Plan to ensure that the use of 
Executive Session is appropriate? If not, what mechanisms should be 
added? Should the list of permissible topics for Executive Session be 
delineated more specifically in the CT Plan? What, if any, additional 
permissible topics should be included? What, if any, topics should be 
specifically excluded? Would the proposed provision that the topics 
identified in the CT Plan are ``not dispositive of all matters that may 
by their nature require discussion in an Executive Session'' allow the 
SROs excessive discretion to limit or prevent the participation of Non-
SRO Voting Representatives in certain CT Plan matters? Should the CT 
Plan specify a limited set of categories of items that could be 
discussed in Executive Session? If so, what categories should be 
included, and what level of detail regarding these categories would be 
appropriate?

Certain Transactions

    22. Article IV, Section 4.5 of the proposed CT Plan provides that 
the CT Plan is not prohibited from employing or dealing with persons in 
which an SRO or any of its affiliates has a connection or a direct or 
indirect interest. What relevant CT Plan employment relationships or 
business dealings do commenters believe might be covered by this 
provision? Are there specific types of employment relationships or 
business dealings that should be prohibited? Are there specific types 
of employment relationships or business dealings that should be 
permitted? If the CT Plan permits such employment relationships or 
business dealings, should it also require the relevant SROs to maintain 
information

[[Page 64570]]

barriers between themselves and the affiliates or persons that have 
employment relationships or business dealings with the CT Plan? If so, 
what type of information barrier would be appropriate? In commenters' 
views, could Section 4.5 permit conflicts of interest that should be 
disclosed under the conflicts of interest policy? If so, what 
modifications to that policy, if any, should be made? Do commenters 
think that any additional disclosure, recusal, or voting procedures 
should be required before the CT Plan employs or deals with persons in 
which an SRO or any of its affiliates has a direct or indirect interest 
or a connection?

Company Opportunities

    23. Article IV, Section 4.6 of the proposed CT Plan permits the 
SROs to engage in business activities outside of the business 
activities of the CT Plan, including through investments or business 
relationships with other persons engaged in market data services or 
through strategic relationships with businesses that are or may be 
competitive with the CT Plan. What specific types of business 
activities would be covered by this provision? Would any of these 
business activities create a conflict of interest with an SRO's 
obligations with respect to the CT Plan under the federal securities 
laws, rules, and regulations? Are any potential conflicts of interest 
sufficiently mitigated by the conflicts of interest policy? If not, how 
should the CT Plan address such conflicts of interest?
    24. Section 4.6(b) provides that none of the SROs shall be 
obligated to recommend or take any action that prefers the interest of 
the CT Plan or any other Member over its own interests, and it also 
provides that none of the SROs will be obligated to inform or present 
to the CT Plan any opportunity, relationship, or investment. This 
provision defines investments or other business relationships with 
persons engaged in the business of the CT Plan other than through the 
CT Plan as ``Other Business.'' What specific types of opportunities, 
relationships, or investments would be covered by this provision? Would 
any of these opportunities, relationships, or investments create a 
conflict of interest with an SRO's obligations with respect to the CT 
Plan under the federal securities laws, rules, and regulations? Exhibit 
B of the proposed CT Plan provides a list of questions and instructions 
tailored to elicit responses that disclose potential conflicts of 
interest. In response to these questions, would the SROs be required to 
disclose certain opportunities, relationships, or investments? Would 
these disclosures sufficiently mitigate any conflicts of interest? If 
not, how should the CT Plan address such conflicts of interest? Should 
the CT Plan require that an SRO's representatives (SRO Voting 
Representative or Member Observer, as applicable) be recused from 
discussion of, or voting on, matters relating to opportunities, 
relationships, or investments when the SRO's interests may be in 
conflict with the goals of the CT Plan?
    25. Do commenters believe that Section 4.6(b) could be interpreted 
in a manner that could result in the SROs acting inconsistently with 
their obligations under the federal securities laws, rules, and 
regulations? Could this language result in an SRO voting against needed 
improvements to the provision of consolidated equity market data? Do 
commenters have other concerns with the proposed provision? If so, how 
could such concerns be mitigated?

Subcommittees

    26. Article IV, Section 4.7(a) of the proposed CT Plan provides 
that subcommittee chairs will be selected by the Chair from SRO Voting 
Representatives or Member Observers with input from the Operating 
Committee. What are commenters' views on whether Non-SRO Voting 
Representatives should be unable to serve as a subcommittee chair? What 
are commenters' views on whether Member Observers should be permitted 
to serve as a subcommittee chair? Do commenters believe that the CT 
Plan should permit Non-SRO Voting Representatives to serve as chair, 
co-chair, or vice-chair of any subcommittees of the Operating 
Committee? Should subcommittees of the Operating Committee be required 
to have the same relative balance of membership between SRO Voting 
Representatives and Non-SRO Voting Representatives as the Operating 
Committee itself? Should Member Observers be permitted to participate 
in subcommittee deliberations?
    27. Section 4.7(c) provides that SRO Voting Representatives, Member 
Observers, and other persons as deemed appropriate by the SRO Voting 
Representatives may meet in a subcommittee to discuss an item subject 
to attorney-client privilege of the CT Plan or that is attorney work 
product of the CT Plan. What are commenters' views on the scope of the 
``other persons'' who may be deemed appropriate by the SRO Voting 
Representatives to discuss an item subject to attorney-client privilege 
of the CT Plan or that is attorney work product of the CT Plan? Should 
there be any limitations? If so, what limitations would be appropriate?

Officers

    28. Article IV, Section 4.8 of the proposed CT Plan provides that 
in addition to the Chair and the Secretary of the CT Plan, the SROs, as 
Members of the CT Plan, may designate other Officers of the CT Plan, 
with such authority as the SROs may, from time to time, delegate to 
them. Section 4.8 further provides that the SROs may remove any CT Plan 
Officer by majority vote. What are commenters' views on these 
provisions? Do commenters think it is appropriate that decisions 
relating to Officers and duties may be made solely by the SROs? Do 
commenters believe that the positions and duties of any Officers should 
be specified in the CT Plan? Should there be limitations on eligibility 
to serve as an Officer of the CT Plan? For example, should SRO Voting 
Representatives or Member Observers be eligible to serve as Officers of 
the CT Plan? Should Non-SRO Voting Representatives be restricted from 
serving as Officers of the CT Plan? Do commenters believe the CT Plan 
should specify considerations for removal of an Officer?
    29. Section 4.8(a) of the proposed CT Plan provides that each 
Officer shall hold office until such Officer's successor shall be duly 
designated or until such Officer's death, resignation, or removal. Do 
commenters believe that term limits should apply to any specific or to 
all Officers of the CT Plan? What are commenters' views on the impact 
to the CT Plan if such term limits were adopted?

Disclosure of Potential Conflicts of Interest; Recusal

    30. Article IV, Section 4.10 of the proposed CT Plan sets forth 
provisions for recusals and for the disclosure of conflicts of interest 
and provides that the Members, the Processors, the Administrator, the 
Non-SRO Voting Representatives, and each service provider or 
subcontractor engaged in CT Plan business that has access to Restricted 
or Highly Confidential Information shall be subject to Section 4.10 and 
Exhibit B to the CT Plan. Exhibit B to the CT Plan provides a list of 
questions and instructions tailored to elicit responses that disclose 
potential conflicts of interest. Do commenters believe that Member 
Observers should be expressly subject to Section 4.10 and Exhibit B? If 
so, do commenters believe that the same disclosure requirements and 
recusal provisions that apply to Members and other identified persons

[[Page 64571]]

would sufficiently mitigate any conflicts of interest faced by Member 
Observers? If not, what additional disclosures or recusal provisions do 
commenters believe would be appropriate? Do commenters believe that 
Officers of the CT Plan should be expressly subject to Section 4.10 and 
Exhibit B? If so, do commenters believe that the same disclosure 
requirements and recusal provisions that apply to Members and other 
identified persons would sufficiently mitigate any conflicts of 
interest faced by Officers? If not, what additional disclosures or 
recusal provisions do commenters believe would be appropriate?
    31. Article IV, Section 4.6 of the proposed CT Plan addresses the 
ability of SROs to engage in certain business activities outside of the 
business activities of the CT Plan. Do commenters believe that the 
disclosure requirements under Section 4.10 and Exhibit B elicit 
sufficient relevant information to mitigate conflicts of interest that 
may result from such business activities? If not, how should the SROs 
update the conflicts of interest policy of the CT Plan to address this?
    32. Article IV, Section 4.10(d) of the proposed CT Plan provides 
that, if the Commission's approval of the conflicts of interest 
policies filed by the CQ Plan, the CTA Plan, or UTP Plan is stayed or 
overturned (for example, by a court), the requirements of Section 4.10 
and Exhibit B of the CT Plan shall not apply. What are commenters' 
views on whether such a provision is necessary or appropriate for the 
CT Plan? Do commenters believe that the CT Plan should, at a minimum, 
contain provisions for addressing conflicts of interest that are not 
subject to elimination, or provisions specifying that the CT Plan must 
be amended to include a new policy with respect to conflicts of 
interest before the existing policy can be removed?

Confidentiality Policy

    33. Article IV, Section 4.11(a) of the proposed CT Plan states that 
the SROs and the Non-SRO Voting Representatives are subject to the 
Confidentiality Policy set forth in Exhibit C to the CT Plan. Do 
commenters believe that Section 4.10(a) should be modified to expressly 
apply to Member Observers? Do commenters believe that the definition of 
Member Observer should be more narrowly tailored to limit the 
individuals within an SRO that have access to Highly Confidential or 
Confidential Information? Should Member Observers be prohibited from 
receiving Restricted or Highly Confidential Information, or be excluded 
from being present when such information is discussed? Should Member 
Observers be required to demonstrate a legitimate or particularized 
need for specific Restricted or Highly Confidential Information before 
being granted access? Are there other confidentiality provisions that 
should expressly apply to Member Observers?
    34. Article IV, Section 4.11(b) of the proposed CT Plan provides 
that, if the Commission's approval of the confidentiality policies 
filed by the CQ Plan, the CTA Plan, or UTP Plan is stayed or overturned 
(for example, by a court), the requirements of Section 4.11 and Exhibit 
C of the CT Plan shall not apply. What are commenters' views on whether 
such a provision is necessary or appropriate for the CT Plan? Do 
commenters believe that the CT Plan should, at a minimum, contain 
provisions for identifying and protecting confidential information that 
are not subject to elimination, or provisions specifying that the CT 
Plan must be amended to include a new policy with respect to 
confidential information before the existing policy can be removed?

Processor Functions and Responsibilities

    35. Article V, Section 5.1 of the proposed CT Plan specifies the 
general functions of the Processors, as more fully set forth in an 
agreement to be entered between the CT Plan and the Processors (the 
``Processor Services Agreements''). Do commenters believe this approach 
is appropriate? Do commenters believe that further details on the terms 
and responsibilities of the Processors should be specified in the body 
of the CT Plan? If so, what additional types of terms and 
responsibilities of the Processors should be specified in the CT Plan? 
For example, should the CT Plan specify the factors to be considered 
for termination of the Processors?
    36. Article V, Section 5.1 of the proposed CT Plan requires, among 
other things, that the CT Plan require the Processors to collect from 
the SROs, and consolidate and disseminate to vendors and subscribers, 
Transaction Reports and Quotation Information in Eligible Securities in 
a manner designed to assure the prompt, accurate, and reliable 
collection, processing, and dissemination of information with respect 
to all Eligible Securities in a fair and non-discriminatory manner. Do 
commenters believe that the terms of the CT Plan should also require 
the Processors to ensure the ``fairness and usefulness of the form and 
content of such information,'' consistent with Section 11A(c)(1)(B) of 
the Act? \14\
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78k-1(c)(1)(B).
---------------------------------------------------------------------------

    37. Article V, Section 5.2 of the proposed CT Plan provides that 
the Processors' performance shall be subject to review at any time as 
determined by a vote of Operating Committee, provided that a review 
shall be conducted at least once every two calendar years but not more 
frequently than once each calendar year unless there is a material 
default that has not been cured within the specified applicable cure 
period. What are commenters' views on the proposed frequency of reviews 
of the Processors? The proposed CT Plan does not specify the criteria 
under which the Processors will be evaluated. Do commenters believe 
that further detail should be specified in the CT Plan regarding the 
Operating Committee's review of the performance of the Processors under 
the Processor Services Agreements? For example, should the CT Plan 
specify certain performance metrics to be used in reviewing the 
performance of the Processors, and if so, are there particular metrics 
that should be used? Do commenters believe that the CT Plan should 
specify a maximum cure period for material defaults by Processors under 
the Processor Services Agreements? If so, what period would be 
appropriate? Should the Commission also be notified and supplied with a 
copy of any reports regarding any recommendations the Operating 
Committee may approve as a result of the review of the Processors?
    38. Article V, Section 5.3 of the proposed CT Plan provides that 
the Operating Committee shall establish procedures for selecting 
Processors and that these procedures shall at a minimum set forth (a) 
the entity that will draft the request for proposal, assist the 
Operating Committee in evaluating bids, and otherwise provide 
assistance to the Operating Committee; (b) the minimum technical and 
operational requirements to be fulfilled by the Processor; (c) the 
criteria to be considered in selecting the Processor; and (d) the 
entities (other than Voting Representatives) that are eligible to 
comment on the selection of the Processor (collectively, the 
``Processor Selection Procedures''). Do commenters believe that the 
Processor Selection Procedures should set forth any terms in addition 
to those set forth in Article V, Section 5.3(b)? For example, should 
the Processor Selection Procedures specify a maximum time period to 
select a new Processor? Additionally, do commenters believe that the 
Processor Selection

[[Page 64572]]

Procedures should require that a subcommittee of disinterested members 
of the Operating Committee--those not affiliated with a person seeking 
to act as the Processor--vote and select a new Processor? Should a 
subcommittee of disinterested members be required to evaluate the 
proposals and make a recommendation to the Operating Committee? Should 
the CT Plan specifically provide that Non-SRO Voting Representatives 
should be eligible to comment on the selection of a new Processor? 
Should the CT Plan specifically provide that any other persons should 
be eligible to comment on the selection of a new Processor? If so, 
which persons and why?
    39. Should the CT Plan specify in detail the minimum performance 
standards applicable to the Processor? For example, should the CT Plan 
set minimum standards for the timely dissemination of information, 
bandwidth, or other metrics? If so, what minimum standards would be 
appropriate?

Administrator Functions and Responsibilities

    40. Article VI, Section 6.1 of the proposed CT Plan specifies the 
general functions of the Administrator, as more fully set forth in an 
agreement to be entered between the CT Plan and the Administrator (the 
``Administrator Services Agreement''). Do commenters believe this 
approach is appropriate? Do commenters believe that further details on 
the terms and responsibilities of the Administrator should be specified 
in the body of the CT Plan? If so, what additional types of terms and 
responsibilities of the Administrator should be specified in the CT 
Plan?
    41. Article VI, Section 6.1 of the proposed CT Plan specifies that 
the Administrator should perform administrative functions on behalf of 
the CT Plan, including the preparation of the CT Plan's audited 
financial reports. Do commenters believe that the Administrator's 
duties with respect to the preparation of financial reports should also 
include unaudited reports?
    42. Article VI, Section 6.2 of the proposed CT Plan provides for 
the evaluation of the Administrator, specifying that the Administrator 
shall be subject to review at any time as determined by the Operating 
Committee, provided that the Administrator shall be subject to review 
at least every two years and not more frequently than once each 
calendar year, and that the Operating Committee shall appoint a 
subcommittee or other persons to conduct the review. What are 
commenters' views on the appropriate scope of ``other persons'' who may 
participate in conducting the review? What are commenters' views on the 
proposed frequency of reviews of the Administrator? The proposed CT 
Plan does not specify the criteria under which the Administrator will 
be evaluated. Do commenters believe that such criteria should be 
specified in the CT Plan regarding the CT Plan's review of the 
performance of the Administrator under the Administrator Services 
Agreement? If so, what types of performance metrics used in the review 
should be specified in the CT Plan? Should the Administrator evaluation 
process be conducted by an independent third party? Should the CT Plan 
specify the terms for the termination and removal of the Administrator? 
If so, what terms or criteria should be specified? Do commenters 
believe that the CT Plan should specify a maximum cure period for 
material defaults by the Administrator under the Administrator Services 
Agreement? If so, what period would be appropriate?
    43. Article VI, Section 6.3 of the proposed CT Plan describes the 
process for selecting a new Administrator. Do commenters believe that 
the Administrator Selection Procedures should set forth any additional 
terms other than those set forth in Article VI, Section 6.3? For 
example, should the Administrator Selection Procedures specify a 
maximum time period to select a new Administrator?
    44. Article VI, Section 6.3 of the proposed CT Plan provides that 
the Operating Committee may solicit and consider, as part of the 
process of establishing Administrator Selection Procedures, the timely 
comment of any entity affected by the operation of the CT Plan. Article 
VI, Section 6.3(d) provides that the Administrator Selection Procedures 
should specify certain entities (other than Voting Representatives) 
that should be eligible to comment on the selection of a new 
Administrator. Do commenters believe that this requirement is 
appropriate? Do commenters believe that the entities selected by the 
Operating Committee should be specified in the CT Plan rather than the 
Administrator Selection Procedures? If so, what types of entities 
should be eligible or ineligible to comment on the selection of a new 
Administrator? Do commenters believe there may be circumstances in 
which these two provisions might come into conflict--i.e., that the 
Administrator Selection Procedures might fail to include, as an entity 
eligible to comment, an entity that is affected by the operation of the 
CT Plan? Do commenters believe that the provisions of the CT Plan 
should be revised to prevent such an occurrence?
    45. Should the CT Plan specify in detail the minimum performance 
standards applicable to the Administrator? If so, what minimum 
standards would be appropriate?

Regulatory and Operational Halts

    46. Article VII, Section 7.1 of the proposed CT Plan describes the 
SROs' responsibilities relating to regulatory and operational trading 
halts, including when a Primary Listing Exchange may declare a trading 
halt, the process for initiating a trading halt, and the process for 
reopening following a halt. What are commenters' views on these 
provisions? Are the proposed provisions describing the circumstances in 
which a Primary Listing Market may declare or terminate a market-wide 
halt in trading in its listed stocks consistent with the maintenance of 
fair, orderly, and efficient markets? If not, how should these 
provisions be modified?

Capital Contributions; Capital Accounts; Allocations

    47. Articles VIII and IX of the proposed CT Plan govern the use of 
capital accounts under the CT Plan, including contributions to and 
distributions from such accounts, and allocations to the SROs. What are 
commenters' views regarding these provisions? Would these provisions 
serve to prohibit unreasonable discrimination with regard to the 
allocation of capital contributions, distributions, and profits and 
losses among the SROs? If not, how should these provisions be modified?

Dissolution and Termination of the CT Plan LLC

    48. Article XI of the proposed CT Plan provides the terms for the 
dissolution and termination of the LLC as determined by the SROs. Do 
commenters believe that the dissolution and termination of the LLC 
should require consideration by or the consent of the Non-SRO Voting 
Representatives?

Exculpation and Indemnification

    49. Article XII of the proposed CT Plan includes provisions 
governing the exculpation and indemnification of certain parties 
involved in the operation of the CT Plan. Do commenters believe that 
these provisions cover the appropriate parties? If not, how should 
these provisions be modified? For example, should the proposed 
exculpation and indemnification provisions also cover Non-SRO Voting 
Representatives?

[[Page 64573]]

    50. Article XII, Section 12.1(b) of the proposed CT Plan sets forth 
the rights and responsibilities of an Exculpated Party. Do commenters 
believe that these rights and responsibilities are consistent with the 
obligations of SROs with respect to the operation of an NMS plan? If 
not, how should these provisions be modified?

Governing Law

    51. Article XIII, Section 13.4 of the proposed CT Plan sets forth 
the governing law of the CT Plan and states that the rights and 
obligations of the SROs, the Processors and the Administrator, vendors, 
subscribers, and other persons contracting with the CT Plan in respect 
of the matters covered by the CT Plan should at all times also be 
subject to any applicable provisions of the Act and any rules and 
regulations promulgated thereunder. Do commenters believe that any of 
the other provisions of the proposed CT Plan are potentially 
inconsistent with Section 13.4? If so, how should the proposed CT Plan 
be modified?

Amendments

    52. Article XIII, Section 13.5 of the proposed CT Plan governs 
amendments to the CT Plan. Section 13.5(b) provides that Articles IX 
(Allocations), X (Records and Accounting; Reports), XI (Dissolution and 
Termination), and XII (Exculpation and Indemnification) may be modified 
upon approval by a majority of Members; provided, however, that 
Operating Committee approval will be required for modifications to the 
allocation of all items of income, gain, loss, and deduction. Do 
commenters believe that amendments to Articles IX through XII of the CT 
Plan should be subject to the approval only of SROs? Do commenters 
believe that Non-SRO Voting Representatives should also have voting 
rights with respect to the approval of amendments to Articles IX 
through XII of the CT Plan?
    53. Article XIII, Section 13.5(d) of the proposed CT Plan describes 
the types of amendments that would be defined as a Ministerial 
Amendment to the CT Plan and, therefore, could be submitted to the 
Commission by the Chair of the Operating Committee upon 48 hours' 
advanced notice to the Operating Committee.\15\ Do commenters believe 
that the definition of Ministerial Amendments is appropriate? Are there 
specific types of amendments that should be included in or excluded 
from the definition of Ministerial Amendments?
---------------------------------------------------------------------------

    \15\ A Ministerial Amendment is defined in Section 13.5(d) of 
the proposed CT Plan as one that pertains solely to: (i) Admitting a 
new Member to the Company; (2) changing the name or address of a 
Member; (3) incorporating a change that the Commission has 
implemented by rule and that requires no conforming language to the 
text of this Agreement; (4) incorporating a change (A) that the 
Commission has implemented by rule, (B) that requires conforming 
language to the text of this Agreement, and (C) whose conforming 
language to the text of this Agreement has been approved by the 
affirmative vote of the Operating Committee pursuant to Section 4.3; 
(5) incorporating a change (A) that a Governmental Authority 
requires relating to the governance or operation of an LLC, (B) that 
requires conforming language to the text of this Agreement, and (C) 
whose conforming language to the text of this Agreement has been 
approved by the affirmative vote of the Operating Committee pursuant 
to Section 4.3 or upon approval by a majority of Members pursuant to 
Section 13.5(b), as applicable; or (6) incorporating a purely 
technical change, such as correcting an error or an inaccurate 
reference to a statutory provision, or removing language that has 
become obsolete.
---------------------------------------------------------------------------

Distributions--Exhibit D

    54. Paragraph (j) of Exhibit D to the proposed CT Plan provides the 
definition of the term Net Distributable Operating Income. Do 
commenters believe that this definition provides sufficient and 
appropriate detail for the CT Plan to calculate the Net Distributable 
Operating Income? Do commenters believe that further details would be 
appropriate or necessary for the CT Plan to determine the Net 
Distributable Operating Income?

Analysis of Impact on Competition

    55. In their analysis of the impact of the proposed CT Plan on 
competition, the SROs state that the proposed CT Plan complies with the 
Order and that the CT Plan ``incorporates the existing substantive 
provisions of the CTA Plan, CQ Plan, and UTP Plan, which have been 
approved by the Commission, together with the governance provisions 
required by the Commission's Order.'' \16\ What effect, if any, do 
commenters believe the specific terms of the proposed CT Plan as 
submitted by the SROs would have on competition?
---------------------------------------------------------------------------

    \16\ See supra Section II.A.5.
---------------------------------------------------------------------------

    56. Paragraph (c) of the Recitals of the proposed CT Plan specify a 
number of steps to be undertaken before the CT Plan becomes operational 
as the NMS plan responsible for the dissemination of equity market 
data, but do not include specified time periods in which these actions 
must be commenced or completed.\17\ What effect, if any, do commenters 
believe the lack of such time periods or deadlines would have on 
competition?
---------------------------------------------------------------------------

    \17\ See supra Section II.A.3.
---------------------------------------------------------------------------

    57. Article IV, Section 4.2(b) of the proposed CT Plan provides 
that Non-SRO Voting Representatives shall serve for two-year terms for 
a maximum of two terms total, whether consecutive or non-consecutive, 
but places no similar limitations on the terms of SRO Voting 
Representatives. What effect, if any, do commenters believe this 
limitation on Non-SRO Voting Representatives would have on competition?
    58. Article I, Section 1.1(oo) of the proposed CT Plan would allow 
SROs to select Member Observers, and Article IV, Section 4.4(g) of the 
proposed CT Plan would permit Member Observers to attend general and 
Executive Session meetings of the CT Plan. What effect, if any, do 
commenters believe the ability of the SROs to select Member Observers, 
who would have access to Confidential Information and Highly 
Confidential Information, would have on competition?
    59. Article IV, Section 4.6(b) of the proposed CT Plan provides 
that none of the SROs shall be obligated to recommend or take any 
action that prefers the interest of the CT Plan or any other Member 
over its own interests. Do commenters believe that this provision would 
facilitate competition in the provision of equity market data? Do 
commenters believe that this provision would hinder competition in the 
provision of equity market data?
    60. Article XII, Section 12.1(b) of the proposed CT Plan provides 
that whenever a Member or an SRO Voting Representative (defined as an 
``Exculpated Party'') is permitted or required to take any action or to 
make a decision in its ``sole discretion'' or ``discretion'' or that it 
deems ``necessary,'' or ``necessary or appropriate'' or under a grant 
of similar authority or latitude, the Exculpated Party may, insofar as 
Applicable Law permits, make such decision in its sole discretion 
(regardless of whether there is a reference to ``sole discretion'' or 
``discretion''). The Exculpated Party (i) shall be entitled to consider 
such interests and factors as it desires (including its own interests), 
(ii) shall have no duty or obligation (fiduciary or otherwise) to give 
any consideration to any interest of or factors affecting the Company 
or the Members, and (iii) shall not be subject to any other or 
different standards imposed by this Agreement, or any other agreement 
contemplated hereby, under any Applicable Law or in equity. What 
effect, if any, do commenters believe these provisions would have on 
competition?
    61. Do commenters believe that there is data that is relevant to an 
analysis of the effect on competition of the proposed CT Plan as 
submitted by the SROs? Commenters are encouraged to provide any such 
data they possess or to which they have access.

[[Page 64574]]

Dispute Resolution

    62. The Transmittal Letter states that the proposed CT Plan does 
not include provisions regarding resolution of disputes between or 
among the Members.\18\ Do commenters believe that the CT Plan should 
include dispute resolution provisions? If so, should those provisions 
be general dispute resolution provisions, or should they be limited to 
specific types of disputes?
---------------------------------------------------------------------------

    \18\ See supra Section II.A.11.
---------------------------------------------------------------------------

* * * * *
    Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number 4-757 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090.

All submissions should refer to File Number 4-757. This file number 
should be included on the subject line if email is used. To help the 
Commission process and review your comments more efficiently, please 
use only one method. The Commission will post all comments on the 
Commission's website (http://www.sec.gov/rules/sro.shtml). Copies of 
the submission, all written statements with respect to the proposed CT 
Plan that are filed with the Commission, and all written communications 
relating to the proposed CT Plan between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for website 
viewing and printing in the Commission's Public Reference Room, 100 F 
Street NE, Washington, DC 20549, on official business days between the 
hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be 
available for inspection and copying at the Participants' principal 
offices. All comments received will be posted without change. Persons 
submitting comments are cautioned that we do not redact or edit 
personal identifying information from comment submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number 4-757 and should be submitted 
on or before November 12, 2020.


    By the Commission.
J. Matthew DeLesDernier,
Assistant Secretary.

Attachment A

LIMITED LIABILITY COMPANY AGREEMENT OF CT PLAN LLC a Delaware limited 
liability company

    This LIMITED LIABILITY COMPANY AGREEMENT (this ``Agreement'') dated 
as of the [] day of [], [] is made and entered 
into by and among the parties identified in Exhibit A, as Exhibit A may 
be amended from time to time (the ``Members''), which are the members 
of CT Plan LLC, a Delaware limited liability company (the ``Company''). 
The Members shall constitute the ``members'' (as that term is defined 
in the Delaware Act) of the Company.

Recitals

    (a) On May 6, 2020, the Commission ordered the Members to act 
jointly in developing and filing with the Commission by August 11, 
2020, a proposed new single national market system (``NMS'') plan to 
govern the public dissemination of real-time consolidated equity market 
data for NMS stocks. See Order Directing the Exchanges and the 
Financial Industry Regulatory Authority to Submit a New National Market 
System Plan Regarding Consolidated Equity Market Data, Release No. 34-
88827 (May 6, 2020), 85 FR 28702 (May 13, 2020) (File No. 4-757) (the 
``Order''). This Agreement is being filed with the Commission, as 
directed in the Order.
    (b) This Agreement will become effective after the last of the 
following has occurred (the ``Effective Date''):
    (i) this Agreement is approved by the Commission pursuant to Rule 
608 of Regulation NMS as an NMS plan governing the public dissemination 
of real-time consolidated market data for Eligible Securities; and
    (ii) the Members have formed the Company as a limited liability 
company pursuant to the Delaware Act by filing a certificate of 
formation (the ``Certificate'') with the Delaware Secretary of State.
    (c) Following the Effective Date, this Agreement will become 
operative as an NMS Plan that governs the public dissemination of real-
time consolidated equity market data for Eligible Securities on the 
first day of the month that is at least 90 days after the last of the 
following have occurred (the ``Operative Date''):
    (i) the SRO Voting Representatives and Non-SRO Voting 
Representatives of the Operating Committee have been determined 
pursuant to Section 4.2 of the Agreement;
    (ii) Fees have been established by the Operating Committee, are 
effective as an amendment to this Agreement pursuant to Rule 608 of 
Regulation NMS, and are ready to be implemented on the Operative Date;
    (iii) the Company has entered into an agreement with the Processors 
currently performing under the CQ Plan, CTA Plan, and UTP Plan;
    (iv) the Company has entered into an agreement with an 
Administrator selected pursuant to Section 6.3 and such Administrator 
has completed the transition from prior Administrators under the CQ 
Plan, CTA Plan, and UTP Plan such that it is able to provide services 
under the Administrative Services Agreement, as determined by the 
Operating Committee pursuant to Section 4.3, including that (1) new 
contracts between the Company and Vendors and the Company and 
Subscribers have been finalized such that all Vendors and Subscribers 
under the CQ Plan, CTA Plan, and UTP Plan are ready to transition to 
such new contracts by the Operative Date, (2) the Administrator has in 
place a system to administer Distributions, and (3) the Administrator 
has in place a system to administer Fees; and
    (v) the Operating Committee and, if applicable, the Commission have 
approved all policies and procedures that are necessary or appropriate 
for the operation of the Company.
    (d) Until the Operative Date, the Members will continue to operate 
pursuant to the CQ Plan, CTA Plan, and UTP Plan with respect to the 
public dissemination of real-time consolidated equity market data for 
Eligible Securities rather than this Agreement.
    (e) As of the Operative Date, the Members shall conduct, through 
the Company, the Processor and Administrator functions related to the 
public dissemination of real-time consolidated equity market data for 
Eligible Securities required by the Commission to be performed by the 
Members under the Exchange Act.
    (f) It is understood and agreed that, in performing their 
obligations and duties under this Agreement, the Members are performing 
and discharging functions and responsibilities related to the operation 
of the national market system for and on behalf of the Members in their 
capacities as self-regulatory organizations, as required under the 
Section 11A of the Exchange Act, and pursuant to Rule 603(b) of 
Regulation NMS thereunder. It is further understood and agreed that 
this

[[Page 64575]]

Agreement and the operations of the Company shall be subject to ongoing 
oversight by the Commission.

Article I. Definitions

Section 1.1 Definitions

    As used throughout this Agreement and the Exhibits:
    (a) ``Administrator'' means the Person selected by the Company to 
perform the administrative functions described in this Agreement 
pursuant to the Administrative Services Agreement.
    (b) ``Advisory Committee Member'' means an individual selected 
pursuant to Section III(e)(ii)(A) of the CTA Plan and Section 
IV(E)(b)(i) of the UTP Plan to be a member of the Advisory Committees 
of the CTA Plan and UTP Plan.
    (c) ``Affiliate'' means, as to any Person, any other Person that, 
directly or indirectly, Controls, is Controlled by, or is under common 
Control with such Person. Affiliate or Affiliated, when used as an 
adjective, shall have a correlative meaning.
    (d) ``Agent'' means, for purposes of Exhibit C, agents of the 
Operating Committee, a Member, the Administrator, and the Processors, 
including, but not limited to, attorneys, auditors, advisors, 
accountants, contractors or subcontractors.
    (e) ``Applicable Law'' means all applicable provisions of (a) 
constitutions, treaties, statutes, laws (including the common law), 
rules, regulations, decrees, ordinances, codes, proclamations, 
declarations or orders of any Governmental Authority; (b) any consents 
or approvals of any Governmental Authority; and (c) any orders, 
decisions, advisory or interpretative opinions, injunctions, judgments, 
awards, decrees of, or agreements with, any Governmental Authority.
    (f) ``Best Bid and Offer'' has the meaning ascribed to the term 
``best bid and best offer'' by Rule 600(b)(8) of Regulation NMS.
    (g) ``Capital Contributions'' means any cash, cash equivalents, or 
other property that a Member contributes to the Company with respect to 
its Membership Interest.
    (h) ``Chair'' shall mean the individual elected pursuant to Section 
4.4(e).
    (i) ``Code'' means the Internal Revenue Code of 1986, as amended.
    (j) ``Commission'' or ``SEC'' means the U.S. Securities and 
Exchange Commission.
    (k) ``Company Indemnified Party'' means a Person, and any other 
Person of whom such Person is the legal representative, that is or was 
a Member or an SRO Voting Representative.
    (l) ``Confidential Information'' means, except to the extent 
covered by the definitions for Restricted Information, Highly 
Confidential Information, or Public Information: (i) Any non-public 
data or information designated as Confidential by the Operating 
Committee pursuant to Section 4.3; (ii) any document generated by a 
Member or Non-SRO Voting Representative and designated by that Member 
or Non-SRO Voting Representative as Confidential; and (iii) the 
individual views and statements of Covered Persons and SEC staff 
disclosed during a meeting of the Operating Committee or any 
subcommittees thereunder.
    (m) ``Control'' means, with respect to any Person, the possession, 
directly or indirectly, of the power to direct or cause the direction 
of the management and policies of such Person, whether through the 
ownership of voting securities (or other ownership interest), by 
contract or otherwise.
    (n) ``Covered Persons'' means representatives of the Members, the 
Non-SRO Voting Representatives, SRO Applicants, the Administrator, and 
the Processors; affiliates, employees, and Agents of the Operating 
Committee, a Member, the Administrator, and the Processors; any third 
parties invited to attend meetings of the Operating Committee or 
subcommittees; and the employers of Non-SRO Voting Representatives. 
Covered Persons do not include staff of the SEC.
    (o) ``CQ Plan'' means the Restated CQ Plan.
    (p) ``CT Feeds'' means the CT Quote Data Feed(s) and the CT Trade 
Data Feed(s).
    (q) ``CT Quote Data Feed(s)'' means the service(s) that provides 
Vendors and Subscribers with (i) National Best Bids and Offers and 
their sizes and the Members' identifiers providing the National Best 
Bids and Offers; (ii) each Member's Best Bids and Offers and their 
sizes and the Member's identifier; and (iii) in the case of FINRA, the 
identifier of the FINRA Participant(s) that constitute(s) FINRA's Best 
Bids and Offers, in each case for Eligible Securities.
    (r) ``CT Trade Data Feed(s)'' means the service(s) that provides 
Vendors and Subscribers with Transaction Reports for Eligible 
Securities.
    (s) ``CTA Plan'' means the Second Restatement of the CTA Plan.
    (t) ``Current'' means, with respect to Transaction Reports or 
Quotation Information, such Transaction Reports or Quotation 
Information during the fifteen (15) minute period immediately following 
the initial transmission thereof by the Processors.
    (u) ``Delaware Act'' means the Delaware Limited Liability Company 
Act, Title 6, Chapter 18, Sec. Sec.  18-101, et seq., and any successor 
statute, as amended.
    (v) ``Distribution'' means a distribution to the Members of 
revenues of the Company under this Agreement pursuant to Section 8.3 
and Exhibit D of the Agreement.
    (w) ``Eligible Security'' means (i) any equity security, as defined 
in Section 3(a)(11) of the Exchange Act, or (ii) a security that trades 
like an equity security, in each case that is listed on a national 
securities exchange.
    (x) ``ET'' means Eastern Time.
    (y) ``Exchange Act'' means the Securities Exchange Act of 1934, as 
amended.
    (z) ``Executive Session'' means a meeting of the Operating 
Committee pursuant to Section 4.4(g), which includes SRO Voting 
Representatives, Member Observers, SEC Staff, and other persons as 
deemed appropriate by the SRO Voting Representatives.
    (aa) ``Extraordinary Market Activity'' means a disruption or 
malfunction of any electronic quotation, communication, reporting, or 
execution system operated by, or linked to, the Processors or a Trading 
Center or a member of such Trading Center that has a severe and 
continuing negative impact, on a market-wide basis, on quoting, order, 
or trading activity or on the availability of market information 
necessary to maintain a fair and orderly market. For purposes of this 
definition, a severe and continuing negative impact on quoting, order, 
or trading activity includes (i) a series of quotes, orders, or 
transactions at prices substantially unrelated to the current market 
for the security or securities; (ii) duplicative or erroneous quoting, 
order, trade reporting, or other related message traffic between one or 
more Trading Centers or their members; or (iii) the unavailability of 
quoting, order, transaction information, or regulatory messages for a 
sustained period.
    (bb) ``Fees'' means fees charged to Vendors and Subscribers for 
Transaction Reports and Quotation Information in Eligible Securities.
    (cc) ``Final Decision of the Operating Committee'' means an action 
or inaction of the Operating Committee as a result of the vote of the 
Operating Committee, but will not include the individual votes of a 
Voting Representative.
    (dd) ``FINRA'' means the Financial Industry Regulatory Authority, 
Inc.
    (ee) ``FINRA Participant'' means a FINRA member that utilizes the 
facilities of FINRA pursuant to applicable FINRA rules.

[[Page 64576]]

    (ff) ``Fiscal Year'' means the fiscal year of the Company adopted 
pursuant to Section 10.1(a) of this Agreement.
    (gg) ``GAAP'' means United States generally accepted accounting 
principles in effect from time to time, consistently applied.
    (hh) ``Governmental Authority'' means (a) the U.S. federal 
government or government of any state of the U.S., (b) any 
instrumentality or agency of any such government, (c) any other 
individual, entity or organization authorized by law to perform any 
executive, legislative, judicial, regulatory, administrative, military 
or police functions of any such government, or (d) any 
intergovernmental organization of U.S. entities, but ``Governmental 
Authority'' excludes any self-regulatory organization registered with 
the Commission.
    (ii) ``Highly Confidential Information'' means any highly sensitive 
Member-specific, customer-specific, individual-specific, or otherwise 
sensitive information relating to the Operating Committee, Members, 
Vendors, Subscribers, or customers that is not otherwise Restricted 
Information. Highly Confidential Information includes: The Company's 
contract negotiations with the Processors or Administrator; personnel 
matters; information concerning the intellectual property of Members or 
customers; and any document subject to the Attorney-Client Privilege or 
Work Product Doctrine.
    (jj) ``Limit Up Limit Down'' means the Plan to Address 
Extraordinary Market Volatility pursuant to Rule 608 of Regulation NMS 
under the Exchange Act.
    (kk) ``Losses'' means losses, judgments, penalties (including 
excise and similar taxes and punitive damages), fines, settlements, and 
reasonable expenses (including reasonable attorneys' fees) actually 
incurred by such Company Indemnified Party as a Party to a Proceeding.
    (ll) ``Market'' means (i) in respect of FINRA or a national 
securities association, the facilities through which FINRA Participants 
display quotations and report transactions in Eligible Securities to 
FINRA and (ii) in respect of each national securities exchange, the 
marketplace for Eligible Securities that such exchange operates.
    (mm) ``Market-Wide Circuit Breaker'' means a halt in trading in all 
stocks in all Markets under the rules of a Primary Listing Market.
    (nn) ``Material SIP Latency'' means a delay of quotation or last 
sale price information in one or more securities between the time data 
is received by the Processors and the time the Processors disseminate 
the data, which delay the Primary Listing Market determines, in 
consultation with, and in accordance with, publicly disclosed 
guidelines established by the Operating Committee, to be (a) material 
and (b) unlikely to be resolved in the near future.
    (oo) ``Member Observer'' means any individual, other than a Voting 
Representative, that a Member, in its sole discretion, determines is 
necessary in connection with such Member's compliance with its 
obligations under Rule 608(c) of Regulation NMS to attend Operating 
Committee and subcommittee meetings.
    (pp) ``Membership Fee'' means the fee to be paid by a new Member 
pursuant to Section 3.2.
    (qq) ``Membership Interest'' means an interest in the Company owned 
by a Member.
    (rr) ``Nasdaq'' means The Nasdaq Stock Market LLC.
    (ss) ``National Best Bid and Offer'' has the meaning ascribed to 
the term ``national best bid and national best offer'' by Rule 
600(b)(43) of Regulation NMS.
    (tt) ``National securities association'' means a securities 
association that is registered under Section 15A of the Exchange Act.
    (uu) ``National securities exchange'' means a securities exchange 
that is registered under Section 6 of the Exchange Act.
    (vv) ``Network A Security'' means an Eligible Security for which 
NYSE is the Primary Listing Market.
    (ww) ``Network B Security'' means an Eligible Security for which a 
national securities exchange other than NYSE or Nasdaq is the Primary 
Listing Market.
    (xx) ``Network C Security'' means an Eligible Security for which 
Nasdaq is the Primary Listing Market.
    (yy) ``Non-Affiliated SRO'' means a Member that is not affiliated 
with any other Member.
    (zz) ``Non-SRO Voting Representative'' means an individual selected 
pursuant to Section 4.2(b) to serve on the Operating Committee.
    (aaa) ``NYSE'' means the New York Stock Exchange LLC.
    (bbb) ``Officer'' means each individual designated as an officer of 
the Company pursuant to Section 4.8.
    (ccc) ``Operating Committee'' means the committee established under 
Article IV of this Agreement, each member of which shall be deemed a 
``manager'' (as defined in the Delaware Act) and shall be referred to 
herein as a Voting Representative.
    (ddd) ``Operational Halt'' means a halt in trading in one or more 
securities only on a Member's Market declared by such Member and is not 
a Regulatory Halt.
    (eee) ``Party to a Proceeding'' means a Company Indemnified Party 
that is, was, or is threatened to be made, a party to a Proceeding, or 
is involved in a Proceeding, by reason of the fact that such Company 
Indemnified Party is or was a Member and/or an SRO Voting 
Representative.
    (fff) ``PDP'' means a Member or non-Member's proprietary market 
data product that includes Transaction Reports and Quotation 
Information data in Eligible Securities from a Member's Market or a 
Trading Center, and if from a Member, is filed with the Commission.
    (ggg) ``Person'' means an individual, corporation, partnership, 
joint venture, limited liability company, Governmental Authority, 
unincorporated organization, trust, association, or other entity.
    (hhh) ``Primary Listing Market'' means the national securities 
exchange on which an Eligible Security is listed. If an Eligible 
Security is listed on more than one national securities exchange, 
Primary Listing Market means the exchange on which the security has 
been listed the longest.
    (iii) ``Proceeding'' means any threatened, pending or completed 
suit, proceeding, or other action, whether civil, criminal, 
administrative, or arbitrative, or any appeal in such action or any 
inquiry or investigation that could lead to such an action.
    (jjj) ``Processor(s)'' means the entity(ies) selected by the 
Company to perform the processing functions described in this Agreement 
and pursuant to the Processor Services Agreement(s), including the 
operation of the System.
    (kkk) ``Public Information'' means: (i) Any information that is not 
either Restricted Information or Highly Confidential Information or 
that has not been designated as Confidential Information; (ii) any 
Confidential Information that has been approved by the Operating 
Committee for release to the public; (iii) the duly approved minutes of 
the Operating Committee with detail sufficient to inform the public on 
matters under discussion and the views expressed thereon (without 
attribution); (iv) Vendor, Subscriber and performance metrics; (v) 
Processor transmission metrics; and (vi) any information that is 
otherwise publicly available, except for information made public as a 
result of a violation of the Company's Confidentiality Policy or 
Applicable Law. Public Information includes, but is not limited to, any 
topic discussed during a meeting of the

[[Page 64577]]

Operating Committee, an outcome of a topic discussed, or a Final 
Decision of the Operating Committee.
    (lll) ``Regulatory Halt'' means a halt declared by the Primary 
Listing Market in trading in one or more securities on all Trading 
Centers for regulatory purposes, including for the dissemination of 
material news, news pending, suspensions, or where otherwise necessary 
to maintain a fair and orderly market. A Regulatory Halt includes a 
trading pause triggered by Limit Up Limit Down, a halt based on 
Extraordinary Market Activity, a trading halt triggered by a Market-
Wide Circuit Breaker, and a SIP Halt.
    (mmm) ``Restricted Information'' means highly sensitive customer-
specific financial information, customer-specific audit information, 
other customer financial information, and personal identifiable 
information.
    (nnn) ``Quotation Information'' means all bids, offers, displayed 
quotation sizes, market center identifiers and, in the case of FINRA, 
the identifier of the FINRA Participant that entered the quotation, all 
withdrawals, and all other information pertaining to quotations in 
Eligible Securities required to be collected and made available to the 
Processors pursuant to this Agreement.
    (ooo) ``Regular Trading Hours'' has the meaning provided in Rule 
600(b)(68) of Regulation NMS. Regular Trading Hours can end earlier 
than 4:00 p.m. ET in the case of an early scheduled close.
    (ppp) ``Retail Representative'' means an individual who (1) 
represents the interests of retail investors, (2) has experience 
working with or on behalf of retail investors, (3) has the requisite 
background and professional experience to understand the interests of 
retail investors, the work of the Operating Committee of the Company, 
and the role of market data in the U.S. equity market, and (4) is not 
affiliated with a Member or broker-dealer.
    (qqq) ``Self-regulatory organization'' or ``SRO'' has the meaning 
provided in Section 3(a)(26) of the Exchange Act.
    (rrr) ``SIP Halt'' means a Regulatory Halt to trading in one or 
more securities that a Primary Listing Market declares in the event of 
a SIP Outage or Material SIP Latency.
    (sss) ``SIP Halt Resume Time'' means the time that the Primary 
Listing Market determines as the end of a SIP Halt.
    (ttt) ``SIP Outage'' means a situation in which a Processor has 
ceased, or anticipates being unable, to provide updated and/or accurate 
quotation or last sale price information in one or more securities for 
a material period that exceeds the time thresholds for an orderly 
failover to backup facilities established by mutual agreement among the 
Processors, the Primary Listing Market for the affected securities, and 
the Operating Committee unless the Primary Listing Market, in 
consultation with the affected Processor and the Operating Committee, 
determines that resumption of accurate data is expected in the near 
future.
    (uuu) ``SRO Applicant'' means (1) any Person that is not a Member 
and for which the Commission has published a Form 1 to be registered as 
a national securities exchange or national securities association to 
operate a Market, or (2) a national securities exchange that is not a 
Member and for which the Commission has published a proposed rules 
change to operate a Market.
    (vvv) ``SRO Group'' means a group of Members that are Affiliates.
    (www) ``SRO Voting Representative'' means an individual designated 
by each SRO Group and each Non-Affiliated SRO pursuant to Section 
4.2(a) to vote on behalf of such SRO Group or such Non-Affiliated SRO.
    (xxx) ``Subscriber'' means a Person that receives Current 
Transaction Reports or Quotation Information from the Processors or a 
Vendor and that itself is not a Vendor.
    (yyy) ``System'' means all data processing equipment, software, 
communications facilities, and other technology and facilities, 
utilized by the Company or the Processors in connection with the 
collection, consolidation, and dissemination of Transaction Reports, 
Quotation Information, and other information concerning Eligible 
Securities.
    (zzz) ``Taxes'' means taxes, levies, imposts, charges, and duties 
(including withholding tax, stamp, and transaction duties) imposed by 
any taxing authority together with any related interest, penalties, 
fines, and expenses in connection with them.
    (aaaa) ``Trading Center'' has the same meaning as that term is 
defined in Rule 600(b)(82) of Regulation NMS.
    (bbbb) ``Transaction Reports'' means reports required to be 
collected and made available pursuant to this Agreement containing the 
stock symbol, price, and size of the transaction executed, the Market 
in which the transaction was executed, and related information, 
including a buy/sell/cross indicator, trade modifiers, and any other 
required information reflecting completed transactions in Eligible 
Securities.
    (cccc) ``Transfer'' means to directly sell, transfer, assign, 
pledge, encumber, hypothecate, or similarly dispose of, either 
voluntarily or involuntarily, by operation of law or otherwise, or to 
enter into any contract, option, or other arrangement or understanding 
with respect to the sale, transfer, assignment, pledge, encumbrance, 
hypothecation, or similar disposition of any Membership Interests owned 
by a Person or any interest (including a beneficial interest) in any 
Membership Interests owned by a Person. ``Transfer'' when used as a 
noun shall have a correlative meaning.
    (dddd) ``UTP Plan'' means the Joint Self-Regulatory Organization 
Plan Governing the Collection, Consolidation and Dissemination of 
Quotation and Transaction Information for Nasdaq-Listed Securities 
Traded on Exchanges on an Unlisted Trading Privileges Basis.
    (eeee) ``Vendor'' means a Person that the Administrator has 
approved to re-distribute Current Transaction Reports or Quotation 
Information to the Person's employees or to others.
    (ffff) ``Voting Representative'' means an SRO Voting Representative 
or a Non-SRO Voting Representative.

Section 1.2 Interpretation

    For purposes of this Agreement: (a) The words ``include,'' 
``includes,'' and ``including'' shall be deemed to be followed by the 
words ``without limitation''; (b) the word ``or'' is not exclusive; and 
(c) the words ``herein,'' ``hereof,'' ``hereby,'' ``hereto,'' and 
``hereunder'' refer to this Agreement as a whole. The definitions given 
for any defined terms in this Agreement shall apply equally to both the 
singular and plural forms of the terms defined. Whenever the context 
may require, any pronoun shall include the corresponding masculine, 
feminine, and neuter forms. Unless the context otherwise requires, 
references herein: (x) to Articles, Sections, and Exhibits mean the 
Articles and Sections of, and Exhibits attached to, this Agreement; (y) 
to an agreement, instrument, or other document mean such agreement, 
instrument, or other document as amended, supplemented, and modified 
from time to time to the extent permitted by the provisions thereof; 
and (z) to a statute mean such statute as amended from time to time and 
includes any successor legislation thereto and any rules and 
regulations promulgated thereunder. This Agreement shall be construed 
without regard to any presumption or rule requiring construction or 
interpretation against the party drafting an instrument or causing any 
instrument to be drafted. The Exhibits referred to herein shall be 
construed with, and as an integral part of, this Agreement to the same 
extent as if they were set forth verbatim herein.

[[Page 64578]]

Article II. Organization

Section 2.1 Formation

    (a) The Members formed the Company as a limited liability company 
on [], [] pursuant to the Delaware Act by filing a 
certificate of formation (the ``Certificate'') with the Delaware 
Secretary of State.
    (b) This Agreement shall constitute the ``limited liability company 
agreement'' (as that term is used in the Delaware Act) of the Company. 
The rights, powers, duties, obligations, and liabilities of the Members 
shall be determined pursuant to the Delaware Act and this Agreement. To 
the extent that the rights, powers, duties, obligations, and 
liabilities of any Member are different by reason of any provision of 
this Agreement than they would be under the Delaware Act in the absence 
of such provision, this Agreement shall, to the extent permitted by the 
Delaware Act, control.

Section 2.2 Name

    The name of the Company is ``CT Plan LLC'' and all Company business 
shall be conducted in that name or such other name or names as the 
Operating Committee may designate; provided, that the name shall always 
contain the words ``Limited Liability Company'' or the abbreviation 
``L.L.C.'' or the designation ``LLC.''

Section 2.3 Registered Office; Registered Agent; Principal Office; 
Other Offices

    (a) The registered office of the Company required by the Delaware 
Act to be maintained in the State of Delaware shall be the office of 
the initial registered agent named in the Certificate or such other 
office (which need not be a place of business of the Company) as the 
Operating Committee may designate from time to time in the manner 
provided by the Delaware Act and Applicable Law.
    (b) The registered agent for service of process of the Company in 
the State of Delaware shall be the initial registered agent named in 
the Certificate or such other Person or Persons as the Operating 
Committee may designate from time to time in the manner provided by the 
Delaware Act and Applicable Law.
    (c) The principal office of the Company shall be located at such 
place as the Operating Committee may designate from time to time, which 
need not be in the State of Delaware, and the Company shall maintain 
its books and records there. The Company shall give prompt notice to 
each of the Members of any change to the principal office of the 
Company.
    (d) The Company may have such other offices as the Operating 
Committee may designate from time to time.

Section 2.4 Purpose; Powers

    (a) The purposes of the Company are to engage in the following 
activities on behalf of the Members:
    (i) The collection, consolidation, and dissemination of Transaction 
Reports, Quotation Information, and such other information concerning 
Eligible Securities as the Members shall agree as provided herein;
    (ii) contracting for the distribution of such information;
    (iii) contracting for and maintaining facilities to support any 
activities permitted in this Agreement and guidelines adopted 
hereunder, including the operation and administration of the System;
    (iv) providing for those other matters set forth in this Agreement 
and in all guidelines adopted hereunder;
    (v) operating the System to comply with Applicable Laws; and
    (vi) engaging in any other business or activity that now or 
hereafter may be necessary, incidental, proper, advisable, or 
convenient to accomplish any of the foregoing purposes and that is not 
prohibited by the Delaware Act, the Exchange Act, or other Applicable 
Law.
    (b) The Company shall have all the powers necessary or convenient 
to carry out the purposes for which it is formed, including the powers 
granted by the Delaware Act.
    (c) It is expressly understood that each Member shall be 
responsible for the collection of Transaction Reports and Quotation 
Information within its Market and that nothing in this Agreement shall 
be deemed to govern or apply to the manner in which each Member does 
so.

Section 2.5 Term

    The term of the Company commenced as of the date the Certificate 
was filed with the Secretary of State of the State of Delaware, and 
shall continue in existence perpetually until the Company is dissolved 
in accordance with the provisions of the Certificate or this Agreement. 
Notwithstanding the foregoing, this Agreement shall not become 
effective until the Effective Date.

Section 2.6 No State-Law Partnership

    The Members intend that the Company not be a partnership (including 
a limited partnership) or joint venture, and that no Member be a 
partner or joint venturer of any other Member by virtue of this 
Agreement for any purposes other than as set forth in Sections 10.2 and 
10.3, and neither this Agreement nor any other document entered into by 
the Company or any Member relating to the subject matter of this 
Agreement shall be construed to suggest otherwise.

Article III. Membership

Section 3.1 Members

    The Members of the Company shall consist of the Persons identified 
in Exhibit A, as updated from time to time to reflect the admission of 
new Members pursuant to this Agreement.

Section 3.2 New Members

    (a) Any national securities association or national securities 
exchange whose market, facilities, or members, as applicable, trades 
Eligible Securities may become a Member by (i) providing written notice 
to the Company, (ii) executing a joinder to this Agreement, at which 
time Exhibit A shall be amended to reflect the addition of such 
association or exchange as a Member, (iii) paying a Membership Fee to 
the Company as determined pursuant to Section 3.2(b), and (iv) 
executing a joinder to any other agreements to which all of the other 
Members have been made party in connection with being a Member. 
Membership Fees paid shall be added to the general revenues of the 
Company.
    (b) The Membership Fee shall be based upon the following factors:
    (i) The portion of costs previously paid by the Company (or by the 
Members prior to the formation of the Company) for the development, 
expansion, and maintenance of the System which, under GAAP, would have 
been treated as capital expenditures and would have been amortized over 
the five years preceding the admission of the new Member (and for this 
purpose all such capital expenditures shall be deemed to have a five-
year amortizable life); and
    (ii) an assessment of costs incurred and to be incurred by the 
Company for modifying the System or any part thereof to accommodate the 
new Member, which are not otherwise required to be paid or reimbursed 
by the new Member.
    (a) Participants of the CQ Plan, CTA Plan, and UTP Plan are not be 
required to pay the Membership Fee.

Section 3.3 Transfer of Membership Interests

    Except as set forth in Section 3.4, a Member shall not have the 
right to Transfer (whether in whole or in part) its Membership Interest 
in the Company.

[[Page 64579]]

Section 3.4 Withdrawal From Membership

    (a) Any Member may voluntarily withdraw from the Company at any 
time on not less than 30 days' prior written notice (the ``Withdrawal 
Date''), by (i) providing such notice of such withdrawal to the 
Company, (ii) causing the Company to file with the Commission an 
amendment to effectuate the withdrawal and (iii) Transferring such 
Member's Membership Interest to the Company.
    (b) A Member shall automatically be withdrawn from the Company upon 
such Member no longer being a registered national securities 
association or registered national securities exchange. Such Member's 
Membership Interest will automatically transfer to the Company. The 
Company shall file with the Commission an amendment to effectuate the 
withdrawal.
    (c) A withdrawal of a Member shall not be effective until approved 
by the Commission after filing an amendment to the Agreement in 
accordance with Section 13.5.
    (d) From and after the Withdrawal Date of such Member:
    (i) Such Member shall remain liable for any obligations under this 
Agreement of such Member (including indemnification obligations) 
arising prior to the Withdrawal Date (but such Member shall have no 
further obligations under this Agreement or to any of the other Members 
arising after the Withdrawal Date);
    (ii) Such Member shall be entitled to receive a portion of the Net 
Distributable Operating Income (if any) in accordance with Exhibit D 
attributable to the period prior to the Withdrawal Date of such Member;
    (iii) Such Member shall cease to have the right to have its 
Transaction Reports, Quotation Information, or other information 
disseminated over the System; and
    (iv) Profits and losses of the Company shall cease to be allocated 
to the Capital Account of such Member.

Section 3.5 Member Bankruptcy

    In the event a Member becomes subject to one or more of the events 
of bankruptcy enumerated in Section 18-304 of the Delaware Act, that 
event by itself shall not cause a withdrawal of such Member from the 
Company so long as such Member continues to be a national securities 
association or national securities exchange.

Section 3.6 Undertaking by All Members

    Following the Operative Date, each Member shall be required, 
pursuant to Rule 608(c), to comply with the provisions hereof and 
enforce compliance by its members with the provisions hereof.

Section 3.7 Obligations and Liability of Members

    (a) Except as otherwise provided in this Agreement or Applicable 
Law, no Member shall be obligated to contribute capital or make loans 
to the Company.
    (b) Except as provided in this Agreement or Applicable Law, no 
Member shall have any liability whatsoever in its capacity as a Member, 
whether to the Company, to any of the Members, to the creditors of the 
Company or to any other Person, for the debts, liabilities, commitments 
or any other obligations of the Company or for any losses of the 
Company. Notwithstanding the foregoing, to the extent that amounts have 
not been paid to the Processors or Administrator under the terms of the 
Processor Services Agreements and Administrative Services Agreement, 
respectively, or this Agreement, as and when due, (i) each Member shall 
be obligated to return to the Company its pro rata share of any moneys 
distributed to such Member in the one year period prior to such default 
in payment (such pro rata share to be based upon such Member's 
proportionate receipt of the aggregate distributions made to all 
Members in such one year period) until an aggregate amount equal to the 
amount of any such defaulted payments has been re-contributed to the 
Company and (ii) the Company shall promptly pay such amount to the 
Processors or Administrator, as applicable.
    (c) In accordance with the Delaware Act, a member of a limited 
liability company may, under certain circumstances, be required to 
return amounts previously distributed to such member. It is the intent 
of the Members that no distribution to any Member pursuant to this 
Agreement shall be deemed a return of money or other property paid or 
distributed in violation of the Delaware Act. The payment of any such 
money or distribution of any such property to a Member shall be deemed 
to be a compromise within the meaning of the Delaware Act, and the 
Member receiving any such money or property shall not be required to 
return any such money or property to any Person; provided, however, 
that a Member shall be required to return to the Company any money or 
property distributed to it in clear and manifest accounting or similar 
error or as otherwise provided in Section 3.7(b). However, if any court 
of competent jurisdiction holds that, notwithstanding the provisions of 
this Agreement, any Member is obligated to make any such payment, such 
obligation shall be the obligation of such Member and not of the 
Operating Committee.
    (d) No Member (unless duly authorized by the Operating Committee) 
has the authority or power to represent, act for, sign for or bind the 
Company or to make any expenditure on behalf of the Company; provided, 
however, that the Tax Matters Partner may represent, act for, sign for 
or bind the Company as permitted under Sections 10.2 and 10.3 of this 
Agreement.
    (e) To the fullest extent permitted by law, no Member shall, in its 
capacity as a Member, owe any duty (fiduciary or otherwise) to the 
Company or to any other Member other than the duties expressly set 
forth in this Agreement.

Article IV. Management of the Company

Section 4.1 Operating Committee

    (a) Except for situations in which the approval of the Members is 
required by this Agreement, the Company shall be managed by the 
Operating Committee. Unless otherwise expressly provided to the 
contrary in this Agreement, no Member shall have authority to act for, 
or to assume any obligation or responsibility on behalf of, the 
Company, without the prior approval of the Operating Committee. Without 
limiting the generality of the foregoing and except as otherwise 
expressly provided in this Agreement, the Operating Committee shall 
have full and complete discretion to manage and control the business 
and affairs of the Company, to make all decisions affecting the 
business and affairs of the Company, and to take all such actions as it 
deems necessary or appropriate to accomplish the purposes of the 
Company, including the following:
    (i) Proposing amendments to this Agreement or implementing other 
policies and procedures as necessary to ensure prompt, accurate, 
reliable, and fair collection, processing, distribution, and 
publication of information with respect to Transaction Reports and 
Quotation Information in Eligible Securities and the fairness and 
usefulness of the form and content of that information;
    (ii) selecting, overseeing, specifying the role and 
responsibilities of, and evaluating the performance of, the 
Administrator, the Processors, an auditor, and other professional 
service providers, provided that any expenditures for professional 
services that are paid for from the Company's revenues must be for 
activities

[[Page 64580]]

consistent with the terms of this Agreement and must be authorized by 
the Operating Committee;
    (iii) developing and maintaining fair and reasonable Fees and 
consistent terms for the distribution, transmission, and aggregation of 
core data;
    (iv) reviewing the performance of the Processors and ensuring the 
public reporting of Processors' performance and other metrics and 
information about the Processors;
    (v) assessing the marketplace for equity market data products and 
ensuring that the CT Feeds are priced in a manner that is fair and 
reasonable, and designed to ensure the widespread availability of CT 
Feeds data to investors and market participants;
    (vi) designing a fair and reasonable revenue allocation formula for 
allocating plan revenues to be applied by the Administrator, and 
overseeing, reviewing, and revising that formula as needed;
    (vii) interpreting the Agreement and its provisions; and
    (viii) carrying out such other specific responsibilities as 
provided under this Agreement.
    (b) The Operating Committee may delegate all or part of its 
administrative functions under this Agreement to a subcommittee, to one 
or more of the Members, to one or more Non-SRO Voting Representatives, 
or to other Persons (including the Administrator), and any Person to 
which administrative functions are so delegated shall perform the same 
as agent for the Company, in the name of the Company. For the avoidance 
of doubt, no delegation to a subcommittee shall contravene Section 4.3 
and no subcommittee shall take actions requiring approval of the 
Operating Committee pursuant to Section 4.3 unless such approval shall 
have been obtained. Any authority delegated hereunder is subject to the 
provisions of Section 4.3 hereof.
    (c) It is expressly agreed and understood that neither the Company 
nor the Operating Committee shall have authority in any respect of any 
Member's proprietary systems. Neither the Company nor the Operating 
Committee shall have any authority over the collection and 
dissemination of quotation or transaction information in Eligible 
Securities in any Member's Market, or, in the case of FINRA, from FINRA 
Participants.

Section 4.2 Composition and Selection of Operating Committee

    (a) SRO Voting Representatives. The Operating Committee shall 
include one SRO Voting Representative designated by each SRO Group and 
each Non-Affiliated SRO to vote on behalf of such SRO Group or such 
Non-Affiliated SRO. Each SRO Group and each Non-Affiliated SRO may 
designate an alternate individual or individuals who shall be 
authorized to vote on behalf of such SRO Group or such Non-Affiliated 
SRO, respectively, in the absence of the designated SRO Voting 
Representative.
    (b) Non-SRO Voting Representatives. The Operating Committee shall 
include one Non-SRO Voting Representative from each of the following 
categories: (A) An institutional investor; (B) a broker-dealer with a 
predominantly retail investor customer base; (C) a broker-dealer with a 
predominantly institutional investor customer base; (D) a securities 
market data vendor that is not affiliated or associated with a Member, 
broker-dealer, or investment adviser with third-party clients; (E) an 
issuer of NMS stock that is not affiliated or associated with a Member, 
broker-dealer, or investment adviser with third-party clients; and (F) 
a Retail Representative. Non-SRO Voting Representatives shall serve for 
two-year terms for a maximum of two terms total, whether consecutive or 
non-consecutive. Non-SRO Voting Representatives will be selected 
pursuant to the following procedures:
    (i) The initial Non-SRO Voting Representative for each category 
shall be selected by a majority vote of the Advisory Committee Members. 
The Advisory Committee Members shall follow the procedure set forth in 
subparagraph (b)(v) below.
    (ii) Although the Non-SRO Voting Representatives will be selected 
at the same time, the Non-SRO Voting Representatives' terms will be 
staggered to allow for continuity of representation. The Non-SRO Voting 
Representatives' terms will begin in accordance with the following 
timeline after the Effective Date of the Agreement:
    (A) Issuer Representative: First Quarterly Operating Committee 
Meeting after Effective Date;
    (B) Retail Representative: First Quarterly Operating Committee 
Meeting after Effective Date;
    (C) Institutional investor: First Quarterly Operating Committee 
Meeting after Effective Date
    (D) Securities market data vendor: Third Quarterly Operating 
Committee Meeting after Effective Date;
    (E) Broker-dealer with a predominantly retail investor customer 
base: Third Quarterly Operating Committee Meeting after Effective Date; 
and
    (F) Broker-dealer with a predominantly institutional investor 
customer base: Third Quarterly Operating Committee Meeting Effective 
Date.
    (iii) Although certain Non-SRO Voting Representatives' official, 
two-year terms will not begin until the Third Quarterly Operating 
Committee Meeting after the Effective Date, such Non-SRO Voting 
Representatives will temporarily serve as a Non-SRO Voting 
Representative as of their selection. Such Non-SRO Voting 
Representatives may still be selected for another two-year term.
    (iv) After the expiration of a Non-SRO Voting Representative's 
term, an individual will be selected by a majority of the then-serving 
Non-SRO Voting Representatives to fill the position.
    (v) Procedure for Nominating and Electing Non-SRO Voting 
Representatives.
    (A) At least two months prior to the expiring term of a Non-SRO 
Voting Representative, the Operating Committee shall post a notice on 
its website requesting nominations from the public for the upcoming 
open position. Members may submit individuals for consideration during 
the nomination process, and the Non-SRO Voting Representative may 
nominate themselves as long as they have not served the maximum number 
of terms.
    (B) At least one month prior to the expiring term of a Non-SRO 
Voting Representative, the Non-SRO Voting Representatives shall review 
the nominated individuals to confirm, by a majority vote, the nominated 
individuals that meet the requirements of the category up for election.
    (C) Within a week of the Non-SRO Voting Representatives finalizing 
the list of eligible individuals, the Operating Committee shall post a 
notice on the Company website listing the individuals nominated for the 
open position and requesting comment from the public. After the Non-SRO 
Voting Representatives screen comments for appropriateness, the public 
comments will be posted on the Company's website. Prior to electing an 
individual from the list of nominations, the Non-SRO Voting 
Representatives will consider and discuss the public comments.
    (D) The Non-SRO Voting Representatives whose terms are expiring may 
vote in the election for an open position; provided, however, that a 
Non-SRO Voting Representative may not vote in the election for an open 
position for which they are nominated.
    (E) In the event that no nominated individual receives a majority 
of votes, the individual(s) with the lowest number of votes will be 
eliminated from consideration. The Non-SRO Voting Representatives will 
repeat this process

[[Page 64581]]

until an individual receives a majority of votes. In the event two 
candidates remain, the Person receiving the most votes will be elected.
    (vi) A Non-SRO Voting Representative may resign from the Operating 
Committee by tendering their resignation to the Chair of the Operating 
Committee. In the event a Non-SRO Voting Representative leaves his or 
her employment or changes his or her duties within the firm to a 
position unrelated to the category he or she represents before the 
expiration of his or her term, the Non-SRO Voting Representative shall 
tender his or her resignation to the Chair of the Operating Committee 
or be removed upon an affirmative vote of the Operating Committee 
pursuant to Section 4.3.
    (vii) In the event a Non-SRO Voting Representative resigns or is 
removed from the Operating Committee, the Operating Committee shall, as 
soon as practicable, follow the procedure set forth in subparagraph 
(b)(v). The individual selected shall serve out the remaining term of 
the resigning Non-SRO Voting Representative and, if the remaining term 
after selection is less than one year, such individual will 
automatically serve an additional two-year term. If the remaining term 
after selection is greater than one year, the Operating Committee shall 
follow the procedure set forth in subparagraph (b)(v) at the end of the 
term. Under either circumstance, such individual may be elected for one 
additional two-year term before reaching the term limit.
    (viii) Each Non-SRO Voting Representative will agree in writing to 
comply with the requirements of Section 4.10 and Exhibit B thereto and 
the Confidentiality Policy set forth in Exhibit C.
    (c) An SRO Applicant will be permitted to appoint one individual to 
attend (subject to Section 4.4(i)) regularly scheduled Operating 
Committee meetings in the capacity of a non-voting observer (each, an 
``SRO Applicant Observer''). Each SRO Applicant may designate an 
alternate individual or individuals who shall be authorized to act as 
the SRO Applicant Observer on behalf of the SRO Applicant in the 
absence of the designated SRO Applicant Observer. If the SRO 
Applicant's Form 1 petition or Section 19(b)(1) filing is withdrawn, 
returned, or is otherwise not actively pending with the Commission for 
any reason, then the SRO Applicant will no longer be eligible to have 
an SRO Applicant Observer attend Operating Committee meetings.
    (d) Notwithstanding anything to the contrary herein, (i) a national 
securities exchange that has ceased operations as a Market (or has yet 
to commence operation as a Market) and that is a Non-Affiliated SRO 
will not be permitted to designate an SRO Voting Representative and 
(ii) an SRO Group in which all national securities exchanges have 
ceased operations as a Market (or have yet to commence operation as a 
Market) will not be permitted to designate an SRO Voting 
Representative. Such SRO Group or Non-Affiliated SRO may attend the 
Operating Committee as an observer but may not attend the Executive 
Session of the Operating Committee. In the event such an SRO Group or 
Non-Affiliated SRO does not commence operation as a Market for six 
months after first attending an Operating Committee meeting, such SRO 
Group or Non-Affiliated SRO may no longer attend the Operating 
Committee until it commences/re-commences operation as a Market.

Section 4.3 Action of Operating Committee

    (a) The SRO Voting Representatives and Non-SRO Voting 
Representatives shall be allocated votes as follows:
    (i) Each SRO Voting Representative shall be authorized to cast one 
vote on behalf of the SRO Group or Non-Affiliated SRO that he or she 
represents, provided, however, that each SRO Voting Representative 
representing an SRO Group or Non-Affiliated SRO whose combined market 
center(s) have consolidated equity market share of more than fifteen 
(15) percent during four of the six calendar months preceding an 
Operating Committee vote shall be authorized to cast two votes. For 
purposes of this Section 4.3(a)(i), ``consolidated equity market 
share'' means the average daily dollar equity trading volume of 
Eligible Securities of an SRO Group or Non-Affiliated SRO as a 
percentage of the average daily dollar equity trading volume of all of 
the SRO Groups and Non-Affiliated SROs, as reported under this 
Agreement. For the avoidance of doubt, FINRA shall not be considered to 
operate a market center within the meaning of this Section 4.3(a)(i) 
solely by virtue of facilitating trade reporting of Eligible Securities 
through the FINRA/Nasdaq Trade Reporting Facility Carteret, the FINRA/
Nasdaq Trade Reporting Facility Chicago, the FINRA/NYSE Trade Reporting 
Facility, or any other trade reporting facility that FINRA may operate 
from time to time in affiliation with a registered national securities 
exchange to provide a mechanism for FINRA Participants to report 
transactions in Eligible Securities effected otherwise than on an 
exchange.
    (ii) With respect to any action on which the Non-SRO Voting 
Representatives may vote, the aggregate number of votes attributed to 
the Non-SRO Voting Representatives eligible to vote on such action 
shall at all times equal one half of the aggregate number of votes 
attributed to the votes of the SRO Voting Representatives who are 
eligible to vote on such action, and the number of Non-SRO Voting 
Representative votes shall increase or decrease as necessary to 
maintain the ratio between votes attributed to the SRO Voting 
Representatives and votes attributed to the Non-SRO Voting 
Representatives. Votes attributed to Non-SRO Voting Representatives 
will be allocated equally among Non-SRO Voting Representatives eligible 
to vote, in fractional shares if necessary.
    (b) All actions of the Operating Committee will require an 
augmented majority vote consisting of the affirmative vote of not less 
than (2/3rd) two-thirds of all votes allocated in the manner described 
in Section 4.3(a) to Voting Representatives who are eligible to vote on 
such action, combined with a majority (greater than (50) fifty percent 
of the votes) of all votes allocated in the manner described in Section 
4.3(a) to SRO Voting Representatives who are eligible to vote on such 
action.
    (c) Notwithstanding Section 4.3(b), the following actions will not 
require an augmented majority vote of the Operating Committee:
    (i) the selection of Non-SRO Voting Representatives pursuant to 
Section 4.2(b);
    (ii) the decision to enter Executive Session pursuant to Section 
4.4(g);
    (iii) decisions concerning the operation of the Company as an LLC 
as specified in Section 10.3 and Section 11.2;
    (iv) modifications to LLC-related provisions of the Agreement 
pursuant to Section 13.5(b); and
    (v) the selection of Officers of the Company, other than the Chair, 
pursuant to Section 4.8.

Section 4.4 Meetings of the Operating Committee

    (a) Subject to Section 4.4(g), meetings of the Operating Committee 
may be attended by each Voting Representative, Member Observers, SRO 
Applicant Observers, SEC staff, and other persons as deemed appropriate 
by the Operating Committee. Meetings shall be held at such times and 
locations as shall from time to time be determined by the Operating 
Committee. Member Observers shall be entitled to receive notice of all 
meetings of the Company and to attend and participate in any

[[Page 64582]]

discussion at any such meeting, but shall not be entitled to vote on 
any matter.
    (b) Special meetings of the Operating Committee may be called by 
the Chair on at least 24 hours' notice to each Voting Representative 
and all persons eligible to attend Operating Committee meetings.
    (c) Any action requiring a vote can be taken at a meeting only if a 
quorum of all Voting Representatives is present. A quorum is equal to 
the minimum votes necessary to obtain approval under Section 4.3(b), 
i.e., Voting Representatives reflecting 2/3rd of Operating Committee 
votes eligible to vote on such action and SRO Voting Representatives 
reflecting 50% of SRO Voting Representative votes eligible to vote on 
such action.
    (i) Any Voting Representative recused from voting on a particular 
action (i) mandatorily pursuant to Section 4.10(b) or (ii) upon a 
Voting Representative's voluntary recusal, shall not be considered in 
the numerator or denominator of the calculations in paragraph (c) for 
determining whether a quorum is present.
    (ii) A Voting Representative is considered present at a meeting 
only if such Voting Representative is either in physical attendance at 
the meeting or participating by conference telephone or other 
electronic means that enables each Voting Representative to hear and be 
heard by all others present at the meeting.
    (d) A summary of any action sought to be resolved at a meeting 
shall be sent to each Voting Representative entitled to vote on such 
matter at least one week prior to the meeting via electronic mail, 
portal notification, or regular U.S. or private mail (or if one week is 
not practicable, then with as much time as may be reasonably 
practicable under the circumstances); provided, however, that this 
requirement to provide a summary of any action prior to a meeting may 
be waived by the vote of the percentage of the Committee required to 
vote on any particular matter, under Section 4.3 above.
    (e) Beginning with the first quarterly meeting of the Operating 
Committee following the Operative Date, the Chair of the Operating 
Committee shall be elected for a one-year term from the constituent SRO 
Voting Representatives (and an election for the Chair shall be held 
every year). Subject to the requirements of Section 4.3 hereof, the 
Chair shall have the authority to enter into contracts on behalf of the 
Company and otherwise bind the Company, but only as directed by the 
Operating Committee. The Chair shall designate a Person to act as 
Secretary to record the minutes of each meeting. The location of 
meetings shall be in a location capable of holding the number of 
attendees of such meetings, or such other locations as may from time to 
time be determined by the Operating Committee.
    (i) To elect a Chair, the Operating Committee will elicit 
nominations for those individuals to be considered for Chair.
    (ii) In the event that no nominated Person is elected by an 
affirmative vote of the Operating Committee pursuant to Section 4.3, 
the Person(s) with the lowest number of votes will be eliminated from 
consideration. The Operating Committee will repeat this process until a 
Person is elected by affirmative vote of the Operating Committee 
pursuant to Section 4.3. In the event two candidates remain and neither 
is elected by an affirmative vote of the Operating Committee pursuant 
to Section 4.3, the Person receiving the most votes from SRO Voting 
Representatives will be elected.
    (f) Meetings may be held by conference telephone or other 
electronic means that enables each Voting Representative to hear and be 
heard by all others present at the meeting.
    (g) Notwithstanding any other provision of this Agreement, SRO 
Voting Representatives, Member Observers, SEC Staff, and other persons 
as deemed appropriate by the SRO Voting Representatives may meet in 
Executive Session of the Operating Committee to discuss an item of 
business for which it is appropriate to exclude Non-SRO Voting 
Representatives. A request to create an Executive Session must be 
included on the written agenda for an Operating Committee meeting, 
along with the clearly stated rationale as to why such item to be 
discussed would be appropriate for Executive Session. The creation of 
an Executive Session will be by a majority vote of SRO Voting 
Representatives with votes allocated pursuant to Section 4.3(a)(1). The 
Executive Session shall only discuss the topic for which it was created 
and shall be disbanded upon fully discussing the topic.
    (i) Items for discussion within an Executive Session should be 
limited to such topics as:
    (A) Any topic that requires discussion of Highly Confidential 
Information;
    (B) Vendor or Subscriber Audit Findings; and
    (C) Litigation matters.
    (ii) The list provided in subparagraph (i) is not dispositive of 
all matters that may by their nature require discussion in an Executive 
Session. The mere fact that a topic is controversial or a matter of 
dispute does not, by itself, make a topic appropriate for Executive 
Session. The minutes for an Executive Session shall include the reason 
for including any item in Executive Session.
    (iii) Requests to discuss a topic in Executive Session must be 
included on the written agenda for the Operating Committee meeting, 
along with the clearly stated rationale for each topic as to why such 
discussion is appropriate for Executive Session. Such rationale may be 
that the topic to be discussed falls within the list provided in 
subparagraph (g)(i).
    (iv) Any action that requires a vote in Executive Session will 
require a majority of the votes allocated in the manner described in 
Section 4.3(a) to SRO Voting Representatives eligible to vote on such 
action.

Section 4.5 Certain Transactions

    The fact that a Member or any of its Affiliates is directly or 
indirectly interested in or connected with any Person employed by the 
Company to render or perform a service, or from which or to whom the 
Company may buy or sell any property, shall not prohibit the Company 
from employing or dealing with such Person.

Section 4.6 Company Opportunities

    (a) Each Member, its Affiliates, and each of their respective 
equity holders, controlling persons and employees may have business 
interests and engage in business activities in addition to those 
relating to the Company. Neither the Company nor any Member shall have 
any rights by virtue of this Agreement in any business ventures of any 
such Person.
    (b) Each Member expressly acknowledges that (i) the other Members 
are permitted to have, and may presently or in the future have, 
investments or other business relationships with Persons engaged in the 
business of the Company other than through the Company (an ``Other 
Business''), (ii) the other Members have and may develop strategic 
relationships with businesses that are and may be competitive or 
complementary with the Company, (iii) the other Members shall not be 
obligated to recommend or take any action that prefers the interests of 
the Company or any Member over its own interests, (iv) none of the 
other Members will be prohibited by virtue of their ownership of equity 
in the Company or service on the Operating Committee (or body 
performing similar duties) from pursuing and engaging in any such 
activities, (v) none of the other

[[Page 64583]]

Members will be obligated to inform or present to the Company any such 
opportunity, relationship, or investment, (vi) such Member will not 
acquire or be entitled to any interest or participation in any Other 
Business as a result of the participation therein of any of the other 
Members, and (vii) the involvement of another Member in any Other 
Business in and of itself will not constitute a conflict of interest by 
such Person with respect to the Company or any of the Members.

Section 4.7 Subcommittees

    (a) Subject to Section 4.1, the Operating Committee shall have the 
power and right, but not the obligation, to create and disband 
subcommittees of the Operating Committee and to determine the duties, 
responsibilities, powers, and composition of such subcommittees. 
Subcommittee chairs will be selected by the Chair of the Operating 
Committee from SRO Voting Representatives or Member Observers with 
input from the Operating Committee.
    (b) SRO Voting Representatives, Non-SRO Voting Representatives, 
Member Observers, SEC Staff, and other persons as deemed appropriate by 
the Operating Committee may attend meetings of any subcommittees.
    (c) Notwithstanding paragraph (b), SRO Voting Representatives, 
Member Observers, and other persons as deemed appropriate by the SRO 
Voting Representatives may meet in a subcommittee to discuss an item 
subject to the attorney-client privilege of the Company or that is 
attorney work product of the Company.

Section 4.8 Officers

    (a) In addition to the Chair and Secretary, the Members may (but 
need not), from time to time, designate and appoint one or more persons 
as an Officer of the Company by a majority vote of the Members. Other 
than the Chair, no Officer need be a Voting Representative. Any 
Officers so designated shall have such authority and perform such 
duties as the Members may, from time to time, delegate to them. Any 
such delegation may be revoked at any time by a majority vote of the 
Members in their sole discretion. The Members may assign titles to 
particular Officers. Each Officer shall hold office until such 
Officer's successor shall be duly designated or until such Officer's 
death, resignation, or removal as provided in this Agreement. Any 
number of offices may be held by the same individual. Officers shall 
not be entitled to receive salary or other compensation, unless 
approved by the Members by a majority vote.
    (b) Any Officer may resign at any time. Such resignation shall be 
made in writing and shall take effect at the time specified in the 
notice, or if no time be specified, at the time of its receipt by the 
Members. The acceptance of a resignation shall not be necessary to make 
it effective.
    (c) Any Officer may be removed at any time upon the majority vote 
of the Members.

Section 4.9 Commission Access to Information

    Nothing in this Agreement shall be interpreted to limit or impede 
the rights of the Commission to access information of the Company or 
any of the Members (including their employees) pursuant to U.S. federal 
securities laws and the rules and regulations promulgated thereunder.

Section 4.10 Disclosure of Potential Conflicts of Interest; Recusal

    (a) Disclosure Requirements. The Members, the Processors, the 
Administrator, the Non-SRO Voting Representatives, and each service 
provider or subcontractor engaged in Company business (including the 
audit of Subscribers' data usage) that has access to Restricted or 
Highly Confidential information (for purposes of this section, 
``Disclosing Parties'') shall complete the applicable questionnaire to 
provide the required disclosures set forth below to disclose all 
material facts necessary to identify potential conflicts of interest. 
The Operating Committee, a Member, Processors, or Administrator may not 
use a service provider or subcontractor on Company business unless that 
service provider or subcontractor has agreed in writing to provide the 
disclosures required by this section and has submitted completed 
disclosures to the Administrator prior to starting work. If state laws, 
rules, or regulations, or applicable professional ethics rules or 
standards of conduct, would act to restrict or prohibit a Disclosing 
Party from making any particular required disclosure, a Disclosing 
Party shall refer to such law, rule, regulation, or professional ethics 
rule or standard and include in response to that disclosure the basis 
for its inability to provide a complete response. This does not relieve 
the Disclosing Party from disclosing any information it is not 
restricted from providing.
    (i) A potential conflict of interest may exist when personal, 
business, financial, or employment relationships could be perceived by 
a reasonable objective observer to affect the ability of a person to be 
impartial.
    (ii) Updates to Disclosures. Following a material change in the 
information disclosed pursuant to Section 4.10(a), a Disclosing Party 
shall promptly update its disclosures. Additionally, a Disclosing Party 
shall update annually any inaccurate information prior to the Operating 
Committee's first quarterly meeting of a calendar year.
    (iii) Public Dissemination of Disclosures. The Disclosing Parties 
shall provide the Administrator with its disclosures and any required 
updates. The Administrator shall ensure that the disclosures are 
promptly posted to the Company's website.
    (iv) The Company will arrange for Disclosing Parties that are not 
Members or Non-SRO Voting Representatives to comply with the required 
disclosures and recusals under this Section 4.10 and Exhibit B in their 
respective agreements with either the Company, a Member, the 
Administrator, or the Processors.
    (b) Recusal.
    (i) A Disclosing Party may not appoint as its Voting Representative 
a person that is responsible for or involved with the procurement for, 
or development, modeling, pricing, licensing, or sale of PDP offered to 
customers of the CT Feeds if the person has a financial interest 
(including compensation) that is tied directly to the Disclosing 
Party's market data business or the procurement of market data and if 
that compensation would cause a reasonable objective observer to expect 
the compensation to affect the impartiality of the representative.
    (ii) A Disclosing Party (including its representative(s), 
employees, and agents) will be recused from participating in Company 
activities if it has not submitted a required disclosure form or the 
Operating Committee votes that its disclosure form is materially 
deficient. The recusal will be in effect until the Disclosing Party 
submits a sufficiently complete disclosure form to the Administrator.
    (iii) A Disclosing Party, including its representative(s), and its 
Affiliates and their representative(s), are recused from voting on 
matters in which it or its Affiliate (i) is seeking a position or 
contract with the Company or (ii) have a position or contract with the 
Company and whose performance is being evaluated by the Company.
    (iv) All recusals, including a person's determination of whether to 
voluntarily recuse himself or herself, shall be reflected in the 
meeting minutes.
    (c) Required Disclosures. As part of the disclosure regime, the 
Members, the Processors, the Administrator, Non-SRO

[[Page 64584]]

Voting Representatives, and service providers and subcontractors must 
respond to questions that are tailored to elicit responses that 
disclose the potential conflicts of interest as set forth in Exhibit B.
    (d) If the Commission's approval order of the conflicts of interest 
policies filed by the CQ Plan, CTA Plan, or UTP Plan is stayed or 
overturned by a Governmental Authority, the requirements of this 
Section 4.10 and Exhibit B shall not apply.

Section 4.11 Confidentiality Policy

    (a) The Members and Non-SRO Voting Representatives are subject to 
the Confidentiality Policy set forth in Exhibit C to the Plan. The 
Company will arrange for Covered Persons that are not Members or Non-
SRO Voting Representatives to comply with the Confidentiality Policy 
under their respective agreements with either the Company, a Member, 
the Administrator, or the Processors.
    (b) If the Commission's approval order of the confidentiality 
policy filed by the CQ Plan, CTA Plan, or UTP Plan is stayed or 
overturned by a Governmental Authority, the requirements of this 
Section 4.11 and Exhibit C shall not apply.

Article V. The Processors; Information; Indemnification

Section 5.1 General Functions of the Processors

    Subject to the general direction of the Operating Committee, as 
more fully set forth in the agreement to be entered into between the 
Company and the Processors (the ``Processor Services Agreements''), the 
Company shall require the Processors to perform certain processing 
functions on behalf of the Company. Among other things, the Company 
shall require the Processors to collect from the Members, and 
consolidate and disseminate to Vendors and Subscribers, Transaction 
Reports and Quotation Information in Eligible Securities in a manner 
designed to assure the prompt, accurate, and reliable collection, 
processing, and dissemination of information with respect to all 
Eligible Securities in a fair and non-discriminatory manner.

Section 5.2 Evaluation of the Processors

    The Processors' performance of their functions under the Processor 
Services Agreements shall be subject to review at any time as 
determined by a vote of the Operating Committee pursuant to Section 
4.3; provided, however, that a review shall be conducted at least once 
every two calendar years but not more frequently than once each 
calendar year (unless the Processors have materially defaulted in their 
obligations under the Processor Services Agreements and such default 
has not been cured within the applicable cure period set forth in the 
Processor Services Agreements, in which event such limitation shall not 
apply). The Operating Committee may review the Processors at staggered 
intervals.

Section 5.3 Process for Selecting New Processors

    (a) No later than upon the termination or withdrawal of a Processor 
or the expiration of a Processor Services Agreement with a Processor, 
the Operating Committee shall establish procedures for selecting a new 
Processor (the ``Processor Selection Procedures''). The Operating 
Committee, as part of the process of establishing Processor Selection 
Procedures, may solicit and consider the timely comment of any entity 
affected by the operation of this Agreement.
    (b) The Processor Selection Procedures shall be established by the 
affirmative vote of the Operating Committee pursuant to Section 4.3, 
and shall set forth, at a minimum:
    (i) The entity that will:
    (A) Draft the Operating Committee's request for proposal for bids 
on a new Processor;
    (B) assist the Operating Committee in evaluating bids for the new 
Processor; and
    (C) otherwise provide assistance and guidance to the Operating 
Committee in the selection process;
    (ii) the minimum technical and operational requirements to be 
fulfilled by the Processor;
    (iii) the criteria to be considered in selecting the Processor; and
    (iv) the entities (other than Voting Representatives) that are 
eligible to comment on the selection of the Processor.

Section 5.4 Transmission of Information to Processors by Members

    (a) Quotation Information.
    (i) Each Member shall, during the time it is open for trading, be 
responsible for promptly collecting and transmitting to the Processors 
accurate Quotation Information in Eligible Securities through any means 
set forth in the Processor Services Agreements to ensure that the 
Company complies with its obligations under the Processor Services 
Agreements.
    (ii) Quotation Information shall include:
    (A) Identification of the Eligible Security, using the Listing 
Market's symbol;
    (B) the price bid and offered, together with size;
    (C) for FINRA, the FINRA Participant along with the FINRA 
Participant's market participant identification or Member from which 
the quotation emanates;
    (D) appropriate timestamps;
    (E) identification of quotations that are not firm; and
    (F) through appropriate codes and messages, withdrawals and similar 
matters.
    (iii) In addition, Quotation Information shall include:
    (A) In the case of a national securities exchange, the reporting 
Participant's matching engine publication timestamp; or
    (B) in the case of FINRA, the quotation publication timestamp that 
FINRA's bidding or offering member reports to FINRA's quotation 
facility in accordance with FINRA rules. In addition, if FINRA's 
quotation facility provides a proprietary feed of its quotation 
information, then the quotation facility shall also furnish the 
Processors with the time of the quotation as published on the quotation 
facility's proprietary feed. FINRA shall convert any quotation times 
reported to it to nanoseconds and shall furnish such times to the 
Processors in nanoseconds since Epoch.
    (b) Transaction Reports.
    (i) Each Member shall, during the time it is open for trading, be 
responsible for promptly transmitting to the Processor Transaction 
Reports in Eligible Securities executed in its Market by means set 
forth in the Processor Services Agreements.
    (ii) Transaction Reports shall include:
    (A) Identification of the Eligible Security, using the Listing 
Market's symbol;
    (B) the number of shares in the transaction;
    (C) the price at which the shares were purchased or sold;
    (D) the buy/sell/cross indicator;
    (E) appropriate timestamps;
    (F) the Market of execution; and
    (G) through appropriate codes and messages, late or out-of-sequence 
trades, corrections, and similar matters.
    (iii) In addition, Transaction Reports shall include the time of 
the transaction as identified in the Participant's matching engine 
publication timestamp. However, in the case of FINRA, the time of the 
transaction shall be the time of execution that a FINRA member reports 
to a FINRA trade reporting facility in accordance with FINRA rules. In

[[Page 64585]]

addition, if the FINRA trade reporting facility provides a proprietary 
feed of trades reported by the trade reporting facility to the 
Processor, then the FINRA trade reporting facility shall also furnish 
the Processors with the time of the transmission as published on the 
facility's proprietary feed. The FINRA trade reporting facility shall 
convert times that its members report to it to nanoseconds and shall 
furnish such times to the Processors in nanoseconds since Epoch.
    (iv) Each Member shall (a) transmit all Transaction Reports in 
Eligible Securities to the Processors as soon as practicable, but not 
later than 10 seconds, after the time of execution, (b) establish and 
maintain collection and reporting procedures and facilities reasonably 
designed to comply with this requirement, and (c) designate as ``late'' 
any last sale price not collected and reported in accordance with the 
above-referenced procedures or as to which the Member has knowledge 
that the time interval after the time of execution is significantly 
greater than the time period referred to above. The Members shall seek 
to reduce the time period for reporting last sale prices to the 
Processors as conditions warrant.
    (v) The following types of transactions are not required to be 
reported to the Processors pursuant to this Agreement:
    (A) Transactions that are part of a primary distribution by an 
issuer or of a registered secondary distribution or of an unregistered 
secondary distribution;
    (B) transactions made in reliance on Section 4(a)(2) of the 
Securities Act of 1933;
    (C) transactions in which the buyer and the seller have agreed to 
trade at a price unrelated to the current market for the security 
(e.g., to enable the seller to make a gift);
    (D) the acquisition of securities by a broker-dealer as principal 
in anticipation of making an immediate exchange distribution or 
exchange offering on an exchange;
    (E) purchases of securities pursuant to a tender offer;
    (F) purchases or sales of securities effected upon the exercise of 
an option pursuant to the terms thereof or the exercise of any other 
right to acquire securities at a pre-established consideration 
unrelated to the current market; and
    (G) transfers of securities that are expressly excluded from trade 
reporting under FINRA rules.
    (c) The following symbols shall be used to denote the applicable 
Member:

------------------------------------------------------------------------
                 Code                                Member
------------------------------------------------------------------------
A....................................  NYSE American LLC.
Z....................................  Cboe BZX Exchange, Inc.
Y....................................  Cboe BYX Exchange, Inc.
B....................................  Nasdaq BX, Inc.
W....................................  Cboe Exchange, Inc.
M....................................  NYSE Chicago, Inc.
J....................................  Cboe EDGA Exchange, Inc.
K....................................  Cboe EDGX Exchange, Inc.
I....................................  Nasdaq ISE, LLC.
V....................................  Investors' Exchange LLC.
D....................................  Financial Industry Regulatory
                                        Authority, Inc.
Q....................................  The Nasdaq Stock Market LLC.
C....................................  NYSE National, Inc.
N....................................  New York Stock Exchange LLC.
P....................................  NYSE Arca, Inc.
X....................................  Nasdaq PHLX LLC.
L....................................  Long-Term Stock Exchange Inc.
U....................................  MEMX LLC.
------------------------------------------------------------------------

    (d) Indemnification.
    (i) Each Member agrees, severally and not jointly, to indemnify and 
hold harmless and defend the Company, each other Member, the 
Processors, the Administrator, the Operating Committee, and each of 
their respective directors, officers, employees, agents, and Affiliates 
(each, an ``Member Indemnified Party'') from and against any and all 
loss, liability, claim, damage, and expense whatsoever incurred or 
threatened against such Member Indemnified Party as a result of a 
system error or disruption at such Member's Market affecting any 
Transaction Reports, Quotation Information, or other information 
reported to the Processors by such Member and disseminated by the 
Processors to Vendors and Subscribers. This indemnity shall be in 
addition to any liability that the indemnifying Member may otherwise 
have.
    (ii) Promptly after receipt by a Member Indemnified Party of notice 
of the commencement of any action, such Member Indemnified Party will, 
if it intends to make a claim in respect thereof against an 
indemnifying Member, notify the indemnifying Member in writing of the 
commencement thereof; provided, however, that the failure to so notify 
the indemnifying Member will only relieve the indemnifying Member from 
any liability which it may have to any Member Indemnified Party to the 
extent such indemnifying Member is actually prejudiced by such failure. 
In case any such action is brought against any Member Indemnified Party 
and it promptly notifies an indemnifying Member of the commencement 
thereof, the indemnifying Member will be entitled to participate in, 
and, to the extent that it elects (jointly with any other indemnifying 
Member similarly notified), to assume and control the defense thereof 
with counsel chosen by it. After notice from the indemnifying Member of 
its election to assume the defense thereof, the indemnifying Member 
will not be liable to such Indemnified Party for any legal or other 
expenses subsequently incurred by such Member Indemnified Party in 
connection with the defense thereof but the Member Indemnified Party 
may, at its own expense, participate in such defense by counsel chosen 
by it without, however, impairing the indemnifying Member's control of 
the defense. If the indemnifying Member has assumed the defense in 
accordance with the terms hereof, the indemnifying Member may enter 
into a settlement or consent to any judgment without the prior written 
consent of the Member Indemnified Party if (i) such settlement or 
judgment involves monetary damages only, all of which will be fully 
paid by the indemnifying Member and without admission of fault or 
culpability on behalf of any Member Indemnified Party, and (ii) a term 
of the settlement or judgment is that the Person or Persons asserting 
such claim unconditionally and irrevocably release all Member 
Indemnified Parties from all liability with respect to such claim; 
otherwise, the consent of the Member Indemnified Party shall be 
required in order to enter into any settlement of, or consent to the 
entry of a judgment with respect to, any claim (which consent shall not 
be unreasonably withheld, delayed, or conditioned).

Section 5.5 Operational Issues

    (a) Each Member shall be responsible for collecting and validating 
quotes and last sale reports within its own system prior to 
transmitting this data to the Processors.
    (b) Each Member may utilize a dedicated Member line into the 
Processors to transmit Transaction Reports and Quotation Information to 
the Processors.
    (c) Whenever a Member determines that a level of trading activity 
or other unusual market conditions prevent it from collecting and 
transmitting Transaction Reports or Quotation Information to the 
Processor, or where a trading halt or suspension in an Eligible 
Security is in effect in its Market, the Member shall promptly notify 
the Processors of such condition or event and shall resume collecting 
and transmitting Transaction Reports and Quotation Information to it as 
soon as the condition or event is terminated. In the event of a system 
malfunction resulting in the inability of a Member or its members to 
transmit Transaction Reports or Quotation Information to the

[[Page 64586]]

Processors, the Member shall promptly notify the Processors of such 
event or condition. Upon receiving such notification, the Processors 
shall take appropriate action, including either closing the quotation 
or purging the system of the affected quotations.

Article VI. The Administrator

Section 6.1 General Functions of the Administrator

    Subject to the general direction of the Operating Committee, as 
more fully set forth in the agreement entered into between the Company 
and the Administrator (the ``Administrative Services Agreement''), the 
Administrator shall perform administrative functions on behalf of the 
Company including recordkeeping; administering Vendor and Subscriber 
contracts; administering Fees, including billing, collection, and 
auditing of Vendors and Subscribers; administering Distributions; tax 
functions of the Company; and the preparation of the Company's audited 
financial reports.

Section 6.2 Evaluation of the Administrator

    The Administrator's performance of its functions under the 
Administrative Services Agreement shall be subject to review at any 
time as determined by an affirmative vote of the Operating Committee 
pursuant to Section 4.3; provided, however, that a review shall be 
conducted at least once every two calendar years but not more 
frequently than once each calendar year (unless the Administrator has 
materially defaulted in its obligations under the Administrative 
Services Agreement and such default has not been cured within the 
applicable cure period set forth in the Administrative Services 
Agreement, in which event such limitation shall not apply). The 
Operating Committee shall appoint a subcommittee or other Persons to 
conduct the review. The Company shall require the reviewer to provide 
the Operating Committee with a written report of its findings and to 
make recommendations (if necessary), including with respect to the 
continuing operation of the Administrator. The Administrator shall be 
required to assist and participate in such review. The Operating 
Committee shall notify the Commission of any recommendations it may 
approve as a result of the review of the Administrator and shall supply 
the Commission with a copy of any reports that may be prepared in 
connection therewith.

Section 6.3 Process for Selecting New Administrator

    Prior to the Operative Date, upon the termination or withdrawal of 
the Administrator, or upon the expiration of the Administrative 
Services Agreement, the Operating Committee shall establish procedures 
for selecting a new Administrator (the ``Administrator Selection 
Procedures''). The Administrator selected by the Operating Committee 
may not be owned or controlled by a corporate entity that, either 
directly or via another subsidiary, offers for sale its own PDP. The 
Operating Committee, as part of the process of establishing 
Administrator Selection Procedures, may solicit and consider the timely 
comment of any entity affected by the operation of this Agreement. The 
Administrator Selection Procedures shall be established by the Voting 
Representatives pursuant to Section 4.3, and shall set forth, at a 
minimum:
    (a) The entity that will:
    (i) Draft the Operating Committee's request for proposal for bids 
on a new Administrator;
    (ii) assist the Operating Committee in evaluating bids for the new 
Administrator; and
    (iii) otherwise provide assistance and guidance to the Operating 
Committee in the selection process.
    (b) the minimum technical and operational requirements to be 
fulfilled by the Administrator;
    (c) the criteria to be considered in selecting the Administrator; 
and
    (d) the entities (other than Voting Representatives) that are 
eligible to comment on the selection of the Administrator.

Article VII. Regulatory Matters

Section 7.1 Regulatory and Operational Halts

    (a) Operational Halts. A Member shall notify the Processors if it 
has concerns about its ability to collect and transmit quotes, orders, 
or last sale prices, or where it has declared an Operational Halt or 
suspension of trading in one or more Eligible Securities, pursuant to 
the procedures adopted by the Operating Committee.
    (b) Regulatory Halts.
    (i) The Primary Listing Market may declare a Regulatory Halt in 
trading for any security for which it is the Primary Listing Market:
    (A) As provided for in the rules of the Primary Listing Market;
    (B) if it determines there is a SIP Outage, Material SIP Latency, 
or Extraordinary Market Activity; or
    (C) in the event of national, regional, or localized disruption 
that necessitates a Regulatory Halt to maintain a fair and orderly 
market.
    (ii) In making a determination to declare a Regulatory Halt under 
subparagraph (b)(i), the Primary Listing Market will consider the 
totality of information available concerning the severity of the issue, 
its likely duration, and potential impact on Member Firms and other 
market participants and will make a good-faith determination that the 
criteria of subparagraph (b)(i) have been satisfied and that a 
Regulatory Halt is appropriate. The Primary Listing Market will 
consult, if feasible, with the affected Trading Center(s), the other 
Members, or the Processors, as applicable, regarding the scope of the 
issue and what steps are being taken to address the issue. Once a 
Regulatory Halt under subparagraph (b)(i) has been declared, the 
Primary Listing Market will continue to evaluate the circumstances to 
determine when trading may resume in accordance with the rules of the 
Primary Listing Market.
    (c) Initiating a Regulatory Halt.
    (i) The start time of a Regulatory Halt is when the Primary Listing 
Market declares the halt, regardless of whether an issue with 
communications impacts the dissemination of the notice.
    (ii) If a Processor is unable to disseminate notice of a Regulatory 
Halt or the Primary Listing Market is not open for trading, the Primary 
Listing Market will take reasonable steps to provide notice of a 
Regulatory Halt, which shall include both the type and start time of 
the Regulatory Halt, by dissemination through:
    (A) PDP;
    (B) posting on a publicly-available Member website; or
    (C) system status messages.
    (iii) Except in exigent circumstances, the Primary Listing Market 
will not declare a Regulatory Halt retroactive to a time earlier than 
the notice of such halt.
    (iv) Resumption of Trading After Regulatory Halts Other Than SIP 
Halts. The Primary Listing Market will declare a resumption of trading 
when it makes a good-faith determination that trading may resume in a 
fair and orderly manner and in accordance with its rules.
    (v) For a Regulatory Halt that is initiated by another Member that 
is a Primary Listing Market, a Member may resume trading after the 
Member receives notification from the Primary Listing Market that the 
Regulatory Halt has been terminated.
    (d) Resumption of Trading After SIP Halt.
    (i) The Primary Listing Market will determine the SIP Halt Resume 
Time. In

[[Page 64587]]

making such determination, the Primary Listing Market will make a good-
faith determination and consider the totality of information to 
determine whether resuming trading would promote a fair and orderly 
market, including input from the Processors, the other Members, or the 
operator of the system in question (as well as any Trading Center(s) to 
which such system is linked), regarding operational readiness to resume 
trading. The Primary Listing Market retains discretion to delay the SIP 
Halt Resume Time if it believes trading will not resume in a fair and 
orderly manner.
    (ii) The Primary Listing Market will terminate a SIP Halt with a 
notification that specifies a SIP Halt Resume Time. The Primary Listing 
Market shall provide a minimum notice of a SIP Halt Resume Time, as 
specified by the rules of the Primary Listing Market, during which 
period market participants may enter quotes and orders in the affected 
securities. During Regular Trading Hours, the last SIP Halt Resume Time 
before the end of Regular Trading Hours shall be an amount of time as 
specified by the rules of the Primary Listing Market. The Primary 
Listing Market may stagger the SIP Halt Resume Times for multiple 
symbols in order to reopen in a fair and orderly manner.
    (iii) During Regular Trading Hours, if the Primary Listing Market 
does not open a security within the amount of time as specified by the 
rules of the Primary Listing Market after the SIP Halt Resume Time, a 
Member may resume trading in that security. Outside Regular Trading 
Hours, a Member may resume trading immediately after the SIP Halt 
Resume Time.
    (e) Member to Halt Trading During Regulatory Halt. A Member will 
halt trading for any security traded on its Market if the Primary 
Listing Market declares a Regulatory Halt for the security.
    (f) Communications. Whenever, in the exercise of its regulatory 
functions, the Primary Listing Market for an Eligible Security 
determines it is appropriate to initiate a Regulatory Halt, the Primary 
Listing Market will notify all other Members and the affected 
Processors of such Regulatory Halt as well as provide notice that a 
Regulatory Halt has been lifted using such protocols and other 
emergency procedures as may be mutually agreed to between the Members 
and the Primary Listing Market. The affected Processors shall 
disseminate to Members notice of the Regulatory Halt (as well as notice 
of the lifting of a Regulatory Halt) (i) through the CT Feeds or (ii) 
any other means the affected Processors, in its sole discretion, 
considers appropriate. Each Member shall be required to continuously 
monitor these communication protocols established by the Operating 
Committee and the Processors during market hours, and the failure of a 
Member to do so shall not prevent the Primary Listing Market from 
initiating a Regulatory Halt in accordance with the procedures 
specified herein.

Section 7.2 Hours of Operation of the System

    (a) Quotation Information shall be entered, as applicable, by 
Members as to all Eligible Securities in which they make a market 
during Regular Trading Hours on all days the Processors are in 
operation. Transaction Reports shall be entered between 9:30 a.m. and 
4:00:10 p.m. ET by Members as to all Eligible Securities in which they 
execute transactions during Regular Trading Hours on all days the 
Processors are in operation.
    (b) Members that execute transactions in Eligible Securities 
outside of Regular Trading Hours, shall report such transactions as 
follows:
    (i) Transactions in Eligible Securities executed between 4:00 a.m. 
and 9:29:59 a.m. ET and between 4:00:01 p.m. and 8:00 p.m. ET, shall be 
designated with an appropriate indicator to denote their execution 
outside normal market hours;
    (ii) transactions in Eligible Securities executed after 8:00 p.m. 
and before 12:00 a.m. (midnight) shall be reported to the Processors 
between the hours of 4:00 a.m. and 8:00 p.m. ET on the next business 
day (T+1), and shall be designated ``as/of'' trades to denote their 
execution on a prior day, and be accompanied by the time of execution;
    (iii) transactions in Eligible Securities executed between 12:00 
a.m. (midnight) and 4:00 a.m. ET shall be transmitted to the Processors 
between 4:00 a.m. and 9:30 a.m. ET, on trade date, shall be designated 
with an appropriate indicator to denote their execution outside normal 
market hours, and shall be accompanied by the time of execution; and
    (iv) transactions reported pursuant to this Section 7.3 shall be 
included in the calculation of total trade volume for purposes of 
determining Net Distributable Operating Revenue, but shall not be 
included in the calculation of the daily high, low, or last sale.
    (c) Late trades shall be reported in accordance with the rules of 
the Member in whose Market the transaction occurred and can be reported 
between the hours of 4:00 a.m. and 8:00 p.m. ET.
    (d) The Processors shall collect, process and disseminate Quotation 
Information in Eligible Securities at other times between 4:00 a.m. and 
9:30 a.m. ET, and after 4:00 p.m. ET, when any Member or FINRA 
Participant is open for trading, until 8:00 p.m. ET (the ``Additional 
Period''); provided, however, that the National Best Bid and Offer 
quotation will not be disseminated before 4:00 a.m. or after 8:00 p.m. 
ET. Members that enter Quotation Information or submit Transaction 
Reports to the Processors during the Additional Period shall do so for 
all Eligible Securities in which they enter quotations.

Article VIII. Capital Contributions; Capital Accounts

Section 8.1 Capital Accounts

    (a) A separate capital account (``Capital Account'') shall be 
established and maintained by the Company for each Member in accordance 
with section 704(b) of the Code and Treasury Regulation section 1.704-1 
(b)(2)(iv). There shall be credited to each Member's Capital Account 
(i) the Capital Contributions (at fair market value in the case of 
contributed property) made by such Member (which shall be deemed to be 
zero for the initial Members), (ii) allocations of Company profits and 
gain (or items thereof) to such Member pursuant to Section 10.2 and 
(iii) any recaptured tax credits, or portion thereof, to the extent 
such increase to the tax basis of a Member's interest in the Company 
may be allowed pursuant to the Code. Each Member's Capital Account 
shall be decreased by (x) the amount of distributions (at fair market 
value in the case of property distributed in kind) to such Member, (y) 
allocations of Company losses to such Member (including expenditures 
which can neither by capitalized nor deducted for tax purposes, 
organization and syndication expenses not subject to amortization and 
loss on sale or disposition of the Company's assets, whether or not 
disallowed under sections 267 or 707 of the Code) pursuant to Section 
10.2 and (z) any tax credits, or portion thereof, as may be required to 
be charged to the tax basis of a Membership Interest pursuant to the 
Code. Capital Accounts shall not be adjusted to reflect a Member's 
share of liabilities under section 752 of the Code.
    (b) The fair market value of contributed, distributed, or revalued 
property shall be agreed to by the Operating Committee or, if there is 
no such agreement, by an appraisal.
    (c) The foregoing provisions and the other provisions of this 
Agreement relating to the maintenance of Capital Accounts are intended 
to comply with

[[Page 64588]]

Treasury Regulation section 1.704-1(b) promulgated under section 704(b) 
of the Code, and shall be interpreted and applied in a manner 
consistent with such Treasury Regulations.

Section 8.2 Additional Capital Contributions

    Except with the approval of the Operating Committee or as otherwise 
provided in this Section 8.2, no Member shall be obligated or permitted 
to make any additional contribution to the capital of the Company. The 
Members agree to make additional Capital Contributions from time to 
time as appropriate in respect of reasonable administrative and other 
reasonable expenses of the Company.

Section 8.3 Distributions

    Except as set forth in this Section 8.3 and Section 11.2, and 
subject to the provisions of Section 13.1, Distributions shall be made 
to the Members at the times and in the aggregate amounts set forth in 
Exhibit D. Notwithstanding any provisions to the contrary contained in 
this Agreement, the Company shall not make a Distribution to a Member 
on account of its interest in the Company if such Distribution would 
violate Section 18-607 of the Delaware Act or other Applicable Law. 
Distributions may be made in cash or, if determined by the Operating 
Committee, in-kind. The Operating Committee may reserve amounts for 
anticipated expenses or contingent liabilities of the Company. In the 
event that additional Capital Contributions are called for, and any 
Member fails to provide the full amount of such additional Capital 
Contributions as set forth in the relevant resolution of the Operating 
Committee, any Distributions to be made to such defaulting Member shall 
be reduced by the amount of any required but unpaid Capital 
Contribution due from such Member.

Article IX. Allocations

Section 9.1 Calculation of Profits and Losses

    To the fullest extent permitted by Applicable Law, the profits and 
losses of the Company shall be determined for each fiscal year in a 
manner consistent with GAAP.

Section 9.2 Allocation of Profits and Losses

    (a) Except as otherwise set forth in this Section 9.2, for Capital 
Account purposes, all items of income, gain, loss, and deduction shall 
be allocated among the Members in accordance with Exhibit D.
    (b) For federal, state and local income tax purposes, items of 
income, gain, loss, deduction, and credit shall be allocated to the 
Members in accordance with the allocations of the corresponding items 
for Capital Account purposes under this Section 9.2, except that items 
with respect to which there is a difference between tax and book basis 
will be allocated in accordance with Section 704(c) of the Code, the 
Treasury Regulations thereunder and Treasury Regulations Section 1.704-
1(b)(4)(i).
    (c) Notwithstanding any provision set forth in this Section 9.2, no 
item of deduction or loss shall be allocated to a Member to the extent 
the allocation would cause a negative balance in such Member's Capital 
Account (after taking into account the adjustments, allocations and 
distributions described in Treasury Regulations Sections 1.704-
1(b)(2)(ii)(d)(4), (5) and (6)) that exceeds the amount that such 
Member would be required to reimburse the Company pursuant to this 
Agreement or Applicable Law.
    (d) In the event any Member unexpectedly receives any adjustments, 
allocations, or distributions described in Treasury Regulations 
Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), items of the Company's 
income and gain shall be specially allocated to such Member in an 
amount and manner sufficient to eliminate as quickly as possible any 
deficit balance in its Capital Account created by such adjustments, 
allocations or distributions in excess of that permitted under Section 
10.2(c). Any special allocations of items of income or gain pursuant to 
this Section 10.2(d) shall be taken into account in computing 
subsequent allocations pursuant to this Section 10.2 so that the net 
amount of any items so allocated and all other items allocated to each 
Member pursuant to this Section 10.2 shall, to the extent possible, be 
equal to the net amount that would have been allocated to each such 
Member pursuant to the provisions of this Section 10.2 if such 
unexpected adjustments, allocations or distributions had not occurred.

Article X. Records and Accounting; Reports

Section 10.1 Accounting

    (a) The Operating Committee shall maintain a system of accounting 
which enables the Company to produce accounting records and information 
substantially consistent with GAAP. The Fiscal Year of the Company 
shall be the calendar year unless Applicable Law requires a different 
Fiscal Year.
    (b) All matters concerning accounting procedures shall be 
determined by the Operating Committee.

Section 10.2 Tax Status; Returns

    (a) It is the intent of this Company and the Members that this 
Company shall be treated as a partnership for federal, state and local 
income tax purposes. Neither the Company nor any Member shall make an 
election for the Company to be classified as other than a partnership 
pursuant to Treasury Regulations Section 301.7701-3 or otherwise.
    (b) The Company shall cause federal, state, and local income tax 
returns for the Company to be prepared and timely filed with the 
appropriate authorities and shall arrange for the timely delivery to 
the Members of such information as is necessary for such Members to 
prepare their federal, state and local tax returns. All tax returns 
shall be prepared in a manner consistent with the Distributions made in 
accordance with Exhibit D.

Section 10.3 Partnership Representative

    (a) The Operating Committee shall appoint an entity as the 
``Partnership Representative'' of the Company for purposes of Section 
6223 of the Code and the Treasury Regulations promulgated thereunder, 
and all federal, state, and local Tax audits and litigation shall be 
conducted under the direction of the Partnership Representative.
    (b) The Partnership Representative shall use reasonable efforts to 
inform each Member of all significant matters that may come to its 
attention by giving notice thereof and to forward to each Member copies 
of all significant written communications it may receive in such 
capacity. The Partnership Representative shall consult with the Members 
before taking any material actions with respect to tax matters, 
including actions relating to (i) an IRS examination of the Company 
commenced under Section 6231(a) of the Code, (ii) a request for 
administrative adjustment filed by the Company under Section 6227 of 
the Code, (iii) the filing of a petition for readjustment under Section 
6234 of the Code with respect to a final notice of partnership 
adjustment, (iv) the appeal of an adverse judicial decision, and (v) 
the compromise, settlement, or dismissal of any such proceedings.
    (c) The Partnership Representative shall not compromise or settle 
any tax audit or litigation affecting the Members without the approval 
of a majority of Members. Any material proposed action, inaction, or 
election to be taken

[[Page 64589]]

by the Partnership Representative, including the election under Section 
6226(a)(1) of the Code, shall require the prior approval of a majority 
of Members.

Article XI. Dissolution and Termination

Section 11.1 Dissolution of Company

    The Company shall dissolve, and its assets and business shall be 
wound up, upon the occurrence of any of the following events:
    (a) Unanimous written consent of the Members to dissolve the 
Company;
    (b) The sale or other disposition of all or substantially all the 
Company's assets outside the ordinary course of business;
    (c) An event which makes it unlawful or impossible for the Company 
business to be continued;
    (d) The withdrawal of one or more Members such that there is only 
one remaining Member; or
    (e) The entry of a decree of judicial dissolution under Sec.  18-
802 of the Delaware Act.

Section 11.2 Liquidation and Distribution

    Following the occurrence of an event described in Section 11.1, the 
Members shall appoint a liquidating trustee who shall wind up the 
affairs of the Company by (i) selling its assets in an orderly manner 
(so as to avoid the loss normally associated with forced sales), and 
(ii) applying and distributing the proceeds of such sale, together with 
other funds held by the Company: (a) First, to the payment of all debts 
and liabilities of the Company; (b) second, to the establishments of 
any reserves reasonably necessary to provide for any contingent 
recourse liabilities and obligations; (c) third, to the Members in 
accordance with Exhibit D; and (d) fourth, to the Members as determined 
by a majority of Members.

Section 11.3 Termination

    Each of the Members shall be furnished with a statement prepared by 
the independent accountants retained on behalf of the Company, which 
shall set forth the assets and liabilities of the Company as of the 
date of the final distribution of Company's assets under Section 10.2 
and the net profit or net loss for the fiscal period ending on such 
date. Upon compliance with the distribution plan set forth in Section 
10.2, the Members shall cease to be such, and the liquidating trustee 
shall execute, acknowledge, and cause to be filed a certificate of 
cancellation of the Company. Upon completion of the dissolution, 
winding up, liquidation, and distribution of the liquidation proceeds, 
the Company shall terminate.

Article XII. Exculpation and Indemnification

Section 12.1 Exculpation

    Each Member, by and for itself, each of its Affiliates and each of 
its and their respective equity holders, directors, officers, 
controlling persons, partners, employees, successors and assigns, 
hereby acknowledges and agrees that it is the intent of the Company and 
each Member that the liability of each Member and each individual 
currently or formerly serving as an SRO Voting Representative (each, an 
``Exculpated Party'') be limited to the maximum extent permitted by 
Applicable Law or as otherwise expressly provided herein. In accordance 
with the foregoing, the Members hereby acknowledge and agree that:
    (a) To the maximum extent permitted by Applicable Law or as 
otherwise expressly provided herein, no present or former Exculpated 
Party or any of such Exculpated Party's Affiliates, heirs, successors, 
assigns, agents or representatives shall be liable to the Company or 
any Member for any loss suffered in connection with a breach of any 
fiduciary duty, errors in judgment or other acts or omissions by such 
Exculpated Party; provided, however, that this provision shall not 
eliminate or limit the liability of such Exculpated Party for (i) acts 
or omissions which involve gross negligence, willful misconduct or a 
knowing violation of law, or (ii) as provided in Section 5.4(d) hereof, 
losses resulting from such Exculpated Party's Transaction Reports, 
Quotation Information or other information reported to the Processors 
by such Exculpated Party (collectively ``Non-Exculpated Items''). Any 
Exculpated Party may consult with counsel and accountants in respect of 
Company affairs, and provided such Person acts in good faith reliance 
upon the advice or opinion of such counsel or accountants, such Person 
shall not be liable for any loss suffered in reliance thereon.
    (b) Notwithstanding anything to the contrary contained herein, 
whenever in this Agreement or any other agreement contemplated herein 
or otherwise, an Exculpated Party is permitted or required to take any 
action or to make a decision in its ``sole discretion'' or 
``discretion'' or that it deems ``necessary,'' or ``necessary or 
appropriate'' or under a grant of similar authority or latitude, the 
Exculpated Party may, insofar as Applicable Law permits, make such 
decision in its sole discretion (regardless of whether there is a 
reference to ``sole discretion'' or ``discretion''). The Exculpated 
Party (i) shall be entitled to consider such interests and factors as 
it desires (including its own interests), (ii) shall have no duty or 
obligation (fiduciary or otherwise) to give any consideration to any 
interest of or factors affecting the Company or the Members, and (iii) 
shall not be subject to any other or different standards imposed by 
this Agreement, or any other agreement contemplated hereby, under any 
Applicable Law or in equity.

Section 12.2 Right to Indemnification

    (a) Subject to the limitations and conditions provided in this 
Article XII and to the fullest extent permitted by Applicable Law, the 
Company shall indemnify each Company Indemnified Party for Losses as a 
result of the Company Indemnified Party being a Party to a Proceeding. 
Notwithstanding the foregoing, no such indemnification shall be 
available in the event the Company is a claimant against the Company 
Indemnified Party.
    (b) Indemnification under this Article XII shall continue as to a 
Company Indemnified Party who has ceased to serve in the capacity that 
initially entitled such Company Indemnified Party to indemnity 
hereunder; provided, however, that the Company shall not be obligated 
to indemnify a Company Indemnified Party for the Company Indemnified 
Party's Non-Exculpated Items.
    (c) The rights granted pursuant to this Article XII shall be deemed 
contract rights, and no amendment, modification, or repeal of this 
Article XII shall have the effect of limiting or denying any such 
rights with respect to actions taken or Proceedings arising prior to 
any amendment, modification, or repeal. It is expressly acknowledged 
that the indemnification provided in this Article XII could involve 
indemnification for negligence or under theories of strict liability.
    (d) The Company shall be the primary obligor in respect of any 
Company Indemnified Party's claim for indemnification, for advancement 
of expenses, or for providing insurance, subject to this Article XII. 
The obligation, if any, of any Member or its Affiliates to indemnify, 
to advance expenses to, or provide insurance for any Company 
Indemnified Party shall be secondary to the obligations of the Company 
under this Article XII (and the Company's insurance providers shall 
have no right to contribution or subrogation with respect to the 
insurance plans of such Member or its Affiliates).

[[Page 64590]]

Section 12.3 Advance Payment

    Reasonable expenses incurred by a Company Indemnified Party who is 
a named defendant or respondent to a Proceeding shall be paid by the 
Company in advance of the final disposition of the Proceeding upon 
receipt of an undertaking by or on behalf of such Company Indemnified 
Party to repay such amount if it shall ultimately be determined that he 
or she is not entitled to be indemnified by the Company.

Section 12.4 Appearance as a Witness

    Notwithstanding any other provision of this Article XII, the 
Company shall pay or reimburse reasonable out-of-pocket expenses 
incurred by a Company Indemnified Party in connection with his 
appearance as a witness or other participation in a Proceeding at a 
time when he is not a named defendant or respondent in the Proceeding.

Section 12.5 Nonexclusivity of Rights

    The right to indemnification and the advancement and payment of 
expenses conferred in this Article XII shall not be exclusive of any 
other right which any Company Indemnified Person may have or hereafter 
acquire under any law (common or statutory), provision of the 
Certificate or this Agreement or otherwise.

Article XIII. Miscellaneous

Section 13.1 Expenses

    The Company shall pay all current expenses, including any Taxes 
payable by the Company, whether for its own account or otherwise 
required by law (including any costs of complying with applicable tax 
obligations), third-party service provider fees, and all administrative 
and processing expenses and fees, as well as any other amounts owing to 
the Processors under the Processor Services Agreements, to the 
Administrator under the Administrative Services Agreement, or to the 
Processors, Administrator, or FINRA under Exhibit D to this Agreement, 
before any allocations may be made to the Members. Appropriate 
reserves, as unanimously determined by the Members, may be charged to 
the Capital Account of the Members for (i) contingent liabilities, if 
any, as of the date any such contingent liabilities become known to the 
Operating Committee, or (ii) amounts needed to pay the Company's 
operating expenses, including administrative and processing expenses 
and fees, before any allocations are made to the Member. Each Member 
shall bear the cost of implementation of any technical enhancements to 
the System made at its request and solely for its use, subject to 
reapportionment should any other Member subsequently make use of the 
enhancement, or the development thereof.

Section 13.2 Entire Agreement

    Upon the Operative Date, this Agreement supersedes the CQ Plan, the 
CTA Plan, and the UTP Plan and all other prior agreements among the 
Members with respect to the subject matter hereof. This instrument 
contains the entire agreement with respect to such subject matter.

Section 13.3 Notices and Addresses

    Unless otherwise specified herein, all notices, consents, 
approvals, reports, designations, requests, waivers, elections, and 
other communications (collectively, ``Notices'') authorized or required 
to be given pursuant to this Agreement shall be in writing and may be 
delivered by certified or registered mail, postage prepaid, by hand, by 
any private overnight courier service, or notification through the 
Company's web portal. Such Notices shall be mailed or delivered to the 
Members at the addresses set forth on Exhibit A or such other address 
as a Member may notify the other Members of in writing. Any Notices to 
be sent to the Company shall be delivered to the principal place of 
business of the Company or at such other address as the Operating 
Committee may specify in a notice sent to all of the Members. Notices 
shall be effective (i) if mailed, on the date three days after the date 
of mailing, (ii) if hand delivered or delivered by private courier, on 
the date of delivery, or (iii) if sent by through the Company's web 
portal, on the date sent; provided, however, that notices of a change 
of address shall be effective only upon receipt.

Section 13.4 Governing Law

    This Agreement shall be governed by and construed in accordance 
with the Delaware Act and internal laws and decisions of the State of 
Delaware, without regard to the conflicts of laws principles thereof; 
provided, however, that the rights and obligations of the Members, the 
Processors and the Administrator, and of Vendors, Subscribers, and 
other Persons contracting with the Company in respect of the matters 
covered by this Agreement, shall at all times also be subject to any 
applicable provisions of the Exchange Act and any rules and regulations 
promulgated thereunder. For the avoidance of doubt, nothing in this 
Agreement waives any protection or limitation of liability afforded any 
of the Members or any of their Affiliates by common law, including the 
doctrines of self-regulatory organization immunity and federal 
preemption.

Section 13.5 Amendments

    (a) Except as this Agreement otherwise provides, this Agreement may 
be modified from time to time when authorized by the Operating 
Committee pursuant to Section 4.3, subject to the approval of the 
Commission or when such modification otherwise becomes effective 
pursuant to Section 11A of the Exchange Act and Rule 608 of Regulation 
NMS.
    (b) Notwithstanding Section 13.5(a), Articles IX, X, XI, and XII 
may be modified upon approval by a majority of Members; provided, 
however, that Operating Committee approval pursuant to Section 4.3 will 
be required for modifications to the allocation of all items of income, 
gain, loss, and deduction in accordance with Exhibit D.
    (c) In the case of a Ministerial Amendment, the Chair of the 
Company's Operating Committee may modify this Agreement by submitting 
to the Commission an appropriate amendment that sets forth the 
modification; provided, however, that 48-hours advance notice of the 
amendment to the Operating Committee is required. Such an amendment 
shall become effective upon filing with the Commission in accordance 
with Section 11A of the Exchange Act and Rule 608 of Regulation NMS.
    (d) ``Ministerial Amendment'' means an amendment to this Agreement 
that pertains solely to any one or more of the following:
    (i) admitting a new Member to the Company;
    (ii) changing the name or address of a Member;
    (iii) incorporating a change that the Commission has implemented by 
rule and that requires no conforming language to the text of this 
Agreement;
    (iv) incorporating a change (A) that the Commission has implemented 
by rule, (B) that requires conforming language to the text of this 
Agreement, and (C) whose conforming language to the text of this 
Agreement has been approved by the affirmative vote of the Operating 
Committee pursuant to Section 4.3;
    (v) incorporating a change (A) that a Governmental Authority 
requires relating to the governance or operation of an LLC, (B) that 
requires conforming language to the text of this Agreement, and (C) 
whose conforming language to the text of this Agreement has been 
approved by the affirmative vote of the

[[Page 64591]]

Operating Committee pursuant to Section 4.3 or upon approval by a 
majority of Members pursuant to Section 13.5(b), as applicable; or
    (vi) incorporating a purely technical change, such as correcting an 
error or an inaccurate reference to a statutory provision, or removing 
language that has become obsolete.

Section 13.6 Successors

    This Agreement shall be binding upon and inure to the benefit of 
the Members and their respective legal representatives and successors.

Section 13.7 Limitation on Rights of Others

    None of the provisions of this Agreement shall be for the benefit 
of or enforceable by any creditor of the Company. Furthermore, except 
as provided in Section 3.7(b), the Members shall not have any duty or 
obligation to any creditor of the Company to make any contribution to 
the Company or to issue any call for capital pursuant to this 
Agreement. Nothing in this Agreement shall be deemed to create any 
legal or equitable right, remedy or claim in any Person not a party 
hereto (other than any Person indemnified under Article XII).

Section 13.8 Counterparts

    This Agreement may be executed by the Members in any number of 
counterparts, no one of which need contain the signature of all 
Members. As many such counterparts as shall together contain all such 
signatures shall constitute one and the same instrument.

Section 13.9 Headings

    The section and other headings contained in this Agreement are for 
reference purposes only and shall not be deemed to be a part of this 
Agreement or to affect the meaning or interpretation of any provisions 
of this Agreement.

Section 13.10 Validity and Severability

    If any provision of this Agreement shall be held invalid or 
unenforceable, that shall not affect the validity or enforceability of 
any other provisions of this Agreement, all of which shall remain in 
full force and effect.

Section 13.11 Statutory References

    Each reference in this Agreement to a particular statute or 
regulation, or a provision thereof, shall be deemed to refer to such 
statute or regulation, or provision thereof, or to any similar or 
superseding statute or regulation, or provision thereof, as is from 
time to time in effect.

Section 13.12 Modifications To Be in Writing

    This Agreement constitutes the entire understanding of the parties 
hereto with respect to the subject matter hereof, and no amendment, 
modification or alteration shall be binding unless the same is in 
writing and adopted in accordance with the provisions of Section 13.5.
    [Signature Pages Follow]
    In witness whereof, the undersigned Members have executed this 
Agreement as of the day and year first above written.

Exhibit A

                         Members of CT Plan LLC
------------------------------------------------------------------------
                         Member name and address
-------------------------------------------------------------------------
Cboe BYX Exchange, Inc., 400 South LaSalle Street, Chicago, Illinois
 60605.
Cboe BZX Exchange, Inc., 400 South LaSalle Street, Chicago, Illinois
 60605.
Cboe EDGA Exchange, Inc., 400 South LaSalle Street, Chicago, Illinois
 60605.
Cboe EDGX Exchange, Inc., 400 South LaSalle Street, Chicago, Illinois
 60605.
Cboe Exchange, Inc., 400 South LaSalle Street, Chicago, Illinois 60605.
Financial Industry Regulatory Authority, Inc., 1735 K Street NW,
 Washington, DC 20006.
Investors' Exchange LLC, 3 World Trade Center 58th Floor, New York, New
 York 10007.
Long-Term Stock Exchange, Inc., 300 Montgomery St., Ste. 790, San
 Francisco, CA 94104.
MEMX LLC, 111 Town Square Place, Suite 520, Jersey City, New Jersey
 07310.
Nasdaq BX, Inc., One Liberty Plaza, 165 Broadway, New York, New York
 10006.
Nasdaq ISE, LLC, One Liberty Plaza, 165 Broadway, New York, New York
 10006.
Nasdaq PHLX LLC, FMC Tower, Level 8, 2929 Walnut Street, Philadelphia,
 Pennsylvania 19104.
The Nasdaq Stock Market LLC, One Liberty Plaza, 165 Broadway, New York,
 NY 10006.
New York Stock Exchange LLC, 11 Wall Street, New York, New York 10005.
NYSE American LLC, 11 Wall Street, New York, New York 10005.
NYSE Arca, Inc., 11 Wall Street, New York, New York 10005.
NYSE Chicago, Inc., 11 Wall Street, New York, New York 10005.
NYSE National, Inc., 11 Wall Street, New York, NY 10005.
------------------------------------------------------------------------

Exhibit B

Disclosures

    (a) The Members must respond to the following questions and 
instructions:
    (i) Is the Member for profit or not-for-profit? If the Member is 
for profit, is it publicly or privately owned? If privately owned, list 
any owner with an interest of 5% or more of the Member, where to the 
Member's knowledge, such owner, or any affiliate controlling, 
controlled by, or under common control with the owner, subscribes, 
directly or through a third-party vendor, to CT Feeds and/or Member 
PDP.
    (ii) Does the Member offer PDP? If yes, list each product, describe 
its content, and provide a link to where fees for each product are 
disclosed.
    (iii) Provide the names of the Voting Representative and any 
alternate Voting Representatives designated by the Member. Also provide 
a narrative description of such representatives' roles within the 
Member organization, including the title of each individual as well as 
any direct responsibilities related to the development, dissemination, 
sales, or marketing of the Member's PDP, and the nature of those 
responsibilities sufficient for the public to identify the nature of 
any potential conflict of interest that could be perceived by a 
reasonable objective observer as having an effect on the operation of 
the Company. If such representatives work in or with the Member's PDP 
business, describe such representatives' roles and describe how that 
business and such representatives' Company responsibilities impacts 
their compensation. In addition, describe how such representatives' 
responsibilities with the PDP business may present a conflict of 
interest with their responsibilities to the Company.

[[Page 64592]]

    (iv) Does the Member, its Voting Representative, or its alternate 
Voting Representative, or any affiliate have additional relationships 
or material economic interests that could be perceived by a reasonable 
objective observer to present a potential conflict of interest with 
their responsibilities to the Company? If so, provide a detailed 
narrative discussion of all material facts necessary to identify the 
potential conflicts of interest and the effects they may have on the 
Company.
    (b) The Processors must respond to the following questions and 
instructions:
    (i) Is the Processor an affiliate of or affiliated with any Member? 
If yes, disclose the Member(s) and describe the nature of the 
affiliation. Include an entity-level organizational chart depicting the 
Processor and its affiliates.
    (ii) Provide a narrative description of the functions directly 
performed by senior staff, the manager employed by the Processor to 
provide Processor services to the Company, and the staff that reports 
to that manager.
    (iii) Does the Processor provide any services for any Member's PDP, 
other NMS Plans, or creation of consolidated equity data information 
for its own use? If Yes, disclose the services the Processor performs 
and identify which NMS Plans. Does the Processor have any profit or 
loss responsibility for a Member's PDP or any other professional 
involvement with persons the Processor knows are engaged in a Member's 
PDP business? If so, describe.
    (iv) List the policies and procedures established to safeguard 
Restricted Information, Highly Confidential Information, and 
Confidential Information that is applicable to the Processor.
    (v) Does the Processor, or its representatives, have additional 
relationships or material economic interests that could be perceived by 
a reasonable objective observer to present a potential conflict of 
interest with the representatives' responsibilities to the Company? If 
so, provide a detailed narrative discussion of all material facts 
necessary to identify the potential conflicts of interest and the 
effects they may have on the Company.
    (c) The Administrator must respond to the following questions and 
instructions:
    (i) Provide a narrative description of the functions directly 
performed by senior staff, the administrative services manager, and the 
staff that reports to that manager.
    (ii) Does the Administrator provide any services for any Member's 
PDP? If yes, what services? Does the Administrator have any profit or 
loss responsibility, or licensing responsibility, for a Member's PDP or 
any other professional involvement with persons the Administrator knows 
are engaged in the Member's PDP business? If so, describe.
    (iii) List the policies and procedures established to safeguard 
Restricted Information, Highly Confidential Information, and 
Confidential Information that is applicable to the Administrator.
    (iv) Does the Administrator, or its representatives, have 
additional relationships or material economic interests that could be 
perceived by a reasonable objective observer to present a potential 
conflict of interest with the representatives' responsibilities to the 
Company? If so, provide a detailed narrative discussion of all material 
facts necessary to identify the potential conflicts of interest and the 
effects they may have on the Company.
    (d) The Non-SRO Voting Representatives must respond to the 
following questions and instructions:
    (i) Provide the Non-SRO Voting Representative's title and a brief 
description of the Non-SRO Voting Representative's role within the firm 
as well as any direct responsibilities related to the procurement of 
PDP or CT Feeds or the development, dissemination, sales, or marketing 
of PDP, and the nature of those responsibilities sufficient for the 
public to identify the nature of any potential conflict of interest 
that could be perceived by a reasonable objective observer as having an 
effect on the operation of the Company. If such representatives work in 
or with their employer's market data business, describe such Non-SRO 
Voting Representative's roles and describe how that business impacts 
their compensation. In addition, describe how such representatives' 
responsibilities with the market data business may present a conflict 
of interest with their responsibilities to the Company.
    (ii) Does the Non-SRO Voting Representative have responsibilities 
related to the firm's use or procurement of market data?
    (iii) Does the Non-SRO Voting Representative have responsibilities 
related to the firm's trading or brokerage services?
    (iv) Does the Non-SRO Voting Representative's firm use the CT 
Feeds? Does the Non-SRO Voting Representative's firm use a Member's 
PDP?
    (v) Does the Non-SRO Voting Representative's firm offer PDP? If 
yes, list each product, described its content, and provide information 
about the fees for each product.
    (vi) Does the Non-SRO Voting Representative's firm have an 
ownership interest of 5% or more in one or more Members? If yes, list 
the Member(s).
    (vii) Does the Non-SRO Voting Representative actively participate 
in any litigation against the CQ Plan, CTA Plan, UTP Plan, or the 
Company?
    (viii) Does the Non-SRO Voting Representative or the Non-SRO Voting 
Representative's firm have additional relationships or material 
economic interests that could be perceived by a reasonable objective 
observer to present a potential conflict of interest with their 
responsibilities to the Company. If so, provide a detailed narrative 
discussion of all material facts necessary to identify the potential 
conflicts of interest and the effects they may have on the Company.
    (e) Each service provider or subcontractor that has agreed in 
writing to provide required disclosures and be treated as a Disclosing 
Party shall respond to the following questions and instructions:
    (i) Is the service provider or subcontractor affiliated with a 
Member, Processor, Administrator, or employer of a Non-SRO Voting 
Representative? If yes, disclose with whom the person is affiliated and 
describe the nature of the affiliation.
    (ii) If the service provider's or subcontractor's compensation is 
on a commission basis or is tied to specific metrics, provide a 
detailed narrative summary of how compensation is determined for 
performing work on behalf of the Company.
    (iii) Is the service provider or subcontractor subject to policies 
and procedures (including information barriers) concerning the 
protection of confidential information that includes affiliates? If so, 
describe. If not, explain their absence.
    (iv) Does the service provider or subcontractor, or its 
representative, have additional relationships or material economic 
interests that could be perceived by a reasonable objective observer to 
present a potential conflict of interest with its responsibilities to 
the Company? If so, provide a detailed narrative discussion of all 
material facts necessary to identify the potential conflicts of 
interest and the effects they may have on the Company.
    (f) The responses to these questions will be posted on the 
Company's website. If a Disclosing Party has any material changes in 
its responses, the Disclosing Party must promptly update its 
disclosures. Additionally, the

[[Page 64593]]

Disclosing Parties must update the disclosures on an annual basis to 
reflect any changes. This annual update must be made before the first 
quarterly session meeting of each calendar year, which is generally 
held in mid-February.

Exhibit C

Confidentiality Policy

    (a) Purpose and Scope.
    (i) The purpose of this Confidentiality Policy is to provide 
guidance to the Operating Committee, and all subcommittees thereof, 
regarding the confidentiality of any data or information (in physical 
or electronic form) generated by, accessed by, or transmitted to the 
Operating Committee or any subcommittee, as well as discussions 
occurring at a meeting of the Operating Committee or any subcommittee.
    (ii) This Policy applies to all Covered Persons. All Covered 
Persons must adhere to the principles set out in this Policy and all 
Covered Persons that are natural persons may not receive Company data 
and information until they affirm in writing that they have read this 
Policy and undertake to abide by its terms.
    (iii) Covered Persons may not disclose Restricted, Highly 
Confidential, or Confidential information except as consistent with 
this Policy and directed by the Operating Committee.
    (iv) The Administrator and Processors will establish written 
confidential information policies that provide for the protection of 
information under their control and the control of their Agents, 
including policies and procedures that provide systemic controls for 
classifying, declassifying, redacting, aggregating, anonymizing, and 
safeguarding information, that is in addition to, and not less than, 
the protection afforded herein. Such policies will be reviewed and 
approved by the Operating Committee pursuant to Section 4.3, publicly 
posted, and made available to the Operating Committee for review and 
approval every two years thereafter or when changes are made, whichever 
is sooner.
    (v) Information will be classified solely based on its content.
    (b) Procedures.
    (i) General.
    (A) The Administrator and Processors will be the custodians of all 
documents discussed by the Operating Committee and will be responsible 
for maintaining the classification of such documents pursuant to this 
Policy.
    (B) The Administrator may, under delegated authority, designate 
documents as Restricted, Highly Confidential, or Confidential, which 
will be determinative unless altered by an affirmative vote of the 
Operating Committee pursuant to Section 4.3.
    (C) The Administrator will ensure that all Restricted, Highly 
Confidential, or Confidential documents are properly labeled and, if 
applicable, electronically safeguarded.
    (D) All contracts between the Company and its Agents shall require 
Company information to be treated as Confidential Information that may 
not be disclosed to third parties, except as necessary to effect the 
terms of the contract or as required by law, and shall incorporate the 
terms of this Policy, or terms that are substantially equivalent or 
more restrictive, into the contract.
    (ii) Procedures Concerning Restricted Information. Except as 
provided below, Covered Persons in possession of Restricted Information 
are prohibited from disclosing it to others, including Agents. This 
prohibition does not apply to disclosures to the staff of the SEC or as 
otherwise required by Applicable Law, or to other Covered Persons as 
expressly provided for by this Policy. Restricted Information will be 
kept in confidence by the Administrator and Processors and will not be 
disclosed to the Operating Committee or any subcommittee thereof, or 
during Executive Session, except as follows:
    (A) If the Administrator determines that it is appropriate to share 
a customer's financial information with the Operating Committee or a 
subcommittee thereof, the Administrator will first anonymize the 
information by redacting the customer's name and any other information 
that may lead to the identification of the customer.
    (B) The Administrator may disclose the identity of a customer that 
is the subject of Restricted Information in Executive Session only if 
the Administrator determines in good faith that it is necessary to 
disclose the customer's identity in order to obtain input or feedback 
from the Operating Committee or a subcommittee thereof about a matter 
of importance to the Company. In such an event, the Administrator will 
change the designation of the information at issue from ``Restricted 
Information'' to ``Highly Confidential Information,'' and its use will 
be governed by the procedures for Highly Confidential Information in 
subparagraph (iii) below.
    (iii) Procedures Concerning Highly Confidential Information.
    (A) Disclosure of Highly Confidential Information:
    (1) Highly Confidential Information may be disclosed in Executive 
Session of the Operating Committee or to the subcommittee established 
pursuant to Section 4.7(c). Covered Persons in possession of Highly 
Confidential Information are prohibited from disclosing it to others, 
including Agents, except to other Covered Persons who need the Highly 
Confidential Information to fulfill their responsibilities to the 
Company. This prohibition does not apply to disclosures to the staff of 
the SEC or as otherwise required by law (such as those required to 
receive the information to ensure the Member complies with its 
regulatory obligations), or to other Covered Persons authorized to 
receive it.
    (2) Highly Confidential Information may be disclosed to the staff 
of the SEC, unless it is protected by the Attorney-Client Privilege or 
the Work Product Doctrine. Any disclosure of Highly Confidential 
Information to the staff of the SEC will be accompanied by a FOIA 
Confidential Treatment request.
    (3) Apart from the foregoing, the Operating Committee has no power 
to authorize any other disclosure of Highly Confidential Information.
    (B) In the event that a Covered Person is determined by an 
affirmative vote of the Operating Committee pursuant to this Policy to 
have disclosed Highly Confidential Information, the Operating Committee 
will determine the appropriate remedy for the breach based on the facts 
and circumstances of the event. For an SRO Voting Representative or 
Member Observer, remedies include a letter of complaint submitted to 
the SEC, which may be made public by the Operating Committee. For a 
Non-SRO Voting Representative, remedies include removal of that Non-SRO 
Voting Representative.
    (iv) Procedures Concerning Confidential Information.
    (A) Confidential Information may be disclosed during a meeting of 
the Operating Committee or any subcommittee thereof. Additionally, a 
Covered Person may disclose Confidential Information to other persons 
to allow such other persons to fulfill their responsibilities to the 
Company. A Covered Person also may disclose Confidential Information to 
the staff of the SEC, as authorized by the Operating Committee as 
described below, or as may be otherwise required by law.
    (B) The Operating Committee may authorize the disclosure of 
Confidential Information by an affirmative vote of the Operating 
Committee pursuant to

[[Page 64594]]

Section 4.3. Notwithstanding the foregoing, the Operating Committee 
will not authorize the disclosure of Confidential Information that is 
generated by a Member or Non-SRO Voting Representative and designated 
by such Member or Non-SRO Voting Representative as Confidential, unless 
such Member or Non-SRO Voting Representative consents to the 
disclosure.
    (C) Non-SRO Voting Representatives may be authorized by the 
Operating Committee to disclose particular Confidential Information 
only in furtherance of the interests of the Company, to enable them to 
consult with industry representatives or technical experts, provided 
that the Non-SRO Voting Representatives take any steps requested by the 
Operating Committee to prevent further dissemination of that 
Confidential Information, including providing the individual(s) 
consulted with a copy of this Policy and requesting that person to 
maintain the confidentiality of such information in a manner consistent 
with this policy.
    (D) A Covered Person that is a representative of a Member may be 
authorized by the Operating Committee to disclose particular 
Confidential Information to other employees or agents of the Member or 
its affiliates only in furtherance of the interests of the Company as 
needed for such Covered Person to perform his or her function on behalf 
of the Company. A copy of this Policy will be made available to 
recipients of such information who are employees or agents of a Member 
or its affiliates that are not Covered Persons, who will be required to 
abide by this Confidentiality Policy.
    (E) A Covered Person may disclose their own individual views and 
statements that may otherwise be considered Confidential Information 
without obtaining authorization of the Operating Committee, provided 
that in so disclosing, the Covered Person is not disclosing the views 
or statements of any other Covered Person or Member that are considered 
Confidential Information.
    (F) A person that has reason to believe that Confidential 
Information has been disclosed by another without the authorization of 
the Operating Committee or otherwise in a manner inconsistent with this 
Policy may report such potential unauthorized disclosure to the Chair 
of the Operating Committee. In addition, a Covered Person that 
discloses Confidential Information without the authorization of the 
Operating Committee will report such disclosure to the Chair of the 
Operating Committee. Such self-reported unauthorized disclosure of 
Confidential Information will be recorded in the minutes of the meeting 
of the Operating Committee and will contain: (a) The name(s) of the 
person(s) who disclosed such Confidential Information, and (b) a 
description of the Confidential Information disclosed. The name(s) of 
the person(s) who disclosed such Confidential Information will also be 
recorded in any publicly available summaries of Operating Committee 
minutes.

Exhibit D

Distributions

Cost Allocation and Revenue Sharing
    (a) Payments. In accordance with Paragraph (l) of this Exhibit D, 
each Member will receive an annual payment (if any) for each calendar 
year that is equal to the sum of the Member's Trading Shares and 
Quoting Shares (each as defined below), in each Eligible Security for 
such calendar year. In the event that total Net Distributable Operating 
Income (as defined below) is negative for a given calendar year, each 
Member will receive an annual bill for such calendar year to be 
determined according to the same formula (described in this paragraph) 
for determining annual payments to the Members. Unless otherwise stated 
in this agreement, a year shall run from January 1st to December 31st 
and quarters shall end on March 31st, June 30th, September 30th, and 
December 31st. The Company shall cause the Administrator to provide the 
Members with written estimates of each Member's percentage of total 
volume within five business days of the end of each calendar month.
    (b) Security Income Allocation. The ``Security Income Allocation'' 
for an Eligible Security shall be determined by multiplying (i) the Net 
Distributable Operating Income under this Agreement for the calendar 
year by (ii) the Volume Percentage for such Eligible Security (the 
``Initial Allocation''), and then adding or subtracting any amounts 
specified in the reallocation set forth below.
    (c) Volume Percentage. The ``Volume Percentage'' for an Eligible 
Security shall be determined by dividing (A) the square root of the 
dollar volume of Transaction Reports disseminated by the Processors in 
such Eligible Security during the calendar year by (B) the sum of the 
square roots of the dollar volume of Transaction Reports disseminated 
by the Processors in each Eligible Security during the calendar year.
    (d) Cap on Net Distributable Operating Income. If the Initial 
Allocation of Net Distributable Operating Income in accordance with the 
Volume Percentage of an Eligible Security equals an amount greater than 
$4.00 multiplied by the total number of qualified Transaction Reports 
in such Eligible Security during the calendar year, the excess amount 
shall be subtracted from the Initial Allocation for such Eligible 
Security and reallocated among all Eligible Securities in direct 
proportion to the dollar volume of Transaction Reports disseminated by 
the Processors in Eligible Securities during the calendar year. A 
Transaction Report with a dollar volume of $5,000 or more shall 
constitute one qualified Transaction Report. A Transaction Report with 
a dollar volume of less than $5,000 shall constitute a fraction of a 
qualified Transaction Report that equals the dollar volume of the 
Transaction Report divided by $5,000.
    (e) Trading Share. The ``Trading Share'' of a Member in an Eligible 
Security shall be determined by multiplying (i) an amount equal to 
fifty percent of the Security Income Allocation for the Eligible 
Security by (ii) the Member's Trade Rating in the Eligible Security.
    (f) Trade Rating. A Member's ``Trade Rating'' in an Eligible 
Security shall be determined by taking the average of (A) the Member's 
percentage of the total dollar volume of Transaction Reports 
disseminated by the Processors in the Eligible Security during the 
calendar year, and (B) the Member's percentage of the total number of 
qualified Transaction Reports disseminated by the Processors in the 
Eligible Security during the calendar year.
    (g) Quoting Share. The ``Quoting Share'' of a Member in an Eligible 
Security shall be determined by multiplying (A) an amount equal to 
fifty percent of the Security Income Allocation for the Eligible 
Security by (B) the Member's Quote Rating in the Eligible Security.
    (h) Quote Rating. A Member's ``Quote Rating'' in an Eligible 
Security shall be determined by dividing (A) the sum of the Quote 
Credits earned by the Member in such Eligible Security during the 
calendar year by (B) the sum of the Quote Credits earned by all Members 
in such Eligible Security during the calendar year.
    (i) Quote Credits. A Member shall earn one ``Quote Credit'' for 
each second of time (with a minimum of one full second) multiplied by 
dollar value of size that an automated best bid (offer) transmitted by 
the Member to the Processors during regular trading hours

[[Page 64595]]

is equal to the price of the National Best Bid and Offer in the 
Eligible Security and does not lock or cross a previously displayed 
``automated quotation'' (as defined under Rule 600 of Regulation NMS). 
The dollar value of size of a quote shall be determined by multiplying 
the price of a quote by its size.
    (j) Net Distributable Operating Income. The ``Net Distributable 
Operating Income'' for any particular calendar year shall mean:
    (i) All cash revenues, funds and proceeds received by the Company 
during such calendar year (other than Capital Contributions by the 
Members or amounts paid pursuant to Section 3.7(b) of this Agreement), 
including all revenues from (A) the CT Feeds, which includes the 
dissemination of information with respect to Eligible Securities to 
foreign marketplaces, and (B) FINRA quotation data and last sale 
information for securities classified as OTC Equity Securities under 
FINRA's Rule 6400 Series (the ``FINRA OTC Data'') ((A) and (B) 
collectively, the ``Data Feeds''), and (C) any Membership Fees; less
    (ii) 6.25% of the revenue received by the Company during such 
calendar year attributable to the segment of the Data Feeds reflecting 
the dissemination of information with respect to Network C Securities 
and FINRA OTC Data (but, for the avoidance of doubt, not including 
revenue attributable to the segment of the Data Feeds reflecting the 
dissemination of information with respect to Network A Securities and 
Network B Securities), which amount shall be paid to FINRA as 
compensation for the FINRA OTC Data; \1\ less
---------------------------------------------------------------------------

    \1\All costs associated with collecting, consolidating, 
validating, generating, and disseminating the FINRA OTC Data are 
borne directly by FINRA and not the Company and the Members.
---------------------------------------------------------------------------

    (iii) reasonable working capital reserves and reasonable reserves 
for contingencies for such calendar year, as determined by the 
Operating Committee, and all costs and expenses of the Company during 
such calendar year, including:
    (A) All amounts payable during such calendar year to the 
Administrator pursuant to the Administrative Services Agreement or this 
Agreement;
    (B) all amounts payable during such calendar year to the Processors 
pursuant to the Processor Services Agreements or this Agreement; and
    (C) all amounts payable during such calendar year to third-party 
service providers engaged by or on behalf of the Company.
    (k) Initial Eligibility. At the time a Member implements a 
Processor-approved electronic interface with the Processors, the Member 
will become eligible to receive revenue.
    (l) Quarterly Distributions. The Company shall cause the 
Administrator to provide Members with written estimates of each 
Member's quarterly Net Distributable Operating Income within 45 
calendar days of the end of the quarter, and estimated quarterly 
payments or billings shall be made on the basis of such estimates. All 
quarterly payments or billings shall be made to each eligible Member 
within 45 days following the end of each calendar quarter in which the 
Member is eligible to receive revenue; provided, that each quarterly 
payment or billing shall be reconciled against a Member's cumulative 
year-to-date payment or billing received to date and adjusted 
accordingly; further, provided, that the total of such estimated 
payments or billings shall be reconciled at the end of each calendar 
year and, if necessary, adjusted by March 31st of the following year. 
Interest shall be included in quarterly payments and in adjusted 
payments made on March 31st of the following year. Such interest shall 
accrue monthly during the period in which revenue was earned and not 
yet paid and will be based on the 90-day Treasury bill rate in effect 
at the end of the quarter in which the payment is made. Monthly 
interest shall start accruing 45 days following the month in which it 
is earned and accrue until the date on which the payment is made.
    (m) Itemized Statements. In conjunction with calculating estimated 
quarterly and reconciled annual payments under this Exhibit D, the 
Company shall cause the Administrator to submit to the Members a 
quarterly itemized statement setting forth the basis upon which Net 
Distributable Operating Income was calculated. Such Net Distributable 
Operating Income shall be adjusted annually based solely on the 
quarterly itemized statement audited pursuant to the annual audit. The 
Company shall cause the Administrator to pay or bill Members for the 
audit adjustments within thirty days of completion of the annual audit. 
Upon the affirmative vote of Voting Representatives pursuant to Section 
4.3, the Company shall cause the Administrator to engage an independent 
auditor to audit the Administrator's costs or other calculation(s).

Exhibit E

Fees

    [To be determined by the Operating Committee under this Agreement]
[FR Doc. 2020-22467 Filed 10-9-20; 8:45 am]
BILLING CODE 8011-01-P


