[Federal Register Volume 89, Number 17 (Thursday, January 25, 2024)]
[Notices]
[Pages 5002-5029]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-01369]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-99403; File No. 4-757]


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

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 October 23, 
2023, 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, MIAX 
PEARL, 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 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'' or ``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, Davis Wright Tremaine LLP, 
to Vanessa Countryman, Secretary, Commission (Oct. 23, 2023) 
(``Transmittal Letter''). See also Attachment A (Limited Liability 
Company Agreement of CT Plan LLC).

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[[Page 5003]]

II. Description of the CT Plan

    The SROs have filed the proposed CT Plan pursuant to the 
Commission's September 1, 2023, Amended Order Directing the Exchange 
and the Financial Industry Regulatory Authority, Inc., To File a 
National Market System Plan Regarding Consolidated Equity Market 
Data.\4\ Set forth below in Section II.A is the statement of the 
purpose of the new NMS plan regarding consolidated equity market data, 
along with information pursuant to Rules 608(a)(4) and (5) under the 
Act,\5\ as prepared and submitted by the SROs to the Commission.\6\
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    \4\ Securities Exchange Act Release No. 98271 (Sept. 1, 2023), 
88 FR 61630 (Sept. 7, 2023) (File No. 4-757) (``Amended Order'').
    \5\ See 17 CFR 242.608(a)(4) and (a)(5).
    \6\ See Transmittal Letter, supra note 3. The statement of the 
purpose of the proposed CT Plan and the information required by 
Rules 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. Additionally, the Transmittal 
Letter states: ``Certain of the SROs (including Cboe Exchange, Inc., 
and its affiliated exchanges) have joined in this submission solely 
to satisfy the requirements of the Amended Order. Nothing in this 
submission should be construed as an agreement by any particular SRO 
with any analysis or conclusions set forth in the Amended Order, the 
prior Commission orders cited in the Amended Order, or the CT Plan. 
An SRO may submit public comments regarding the Plan, including 
comments objecting to the provisions in the Plan, challenging the 
legality of the Plan, or proposing modifications to the Plan.'' Id. 
at n.1.
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A. Statement of Purpose

    On September 1, 2023, the Commission ordered the SROs to act 
jointly in developing and filing with the Commission by October 23, 
2023, a proposed new single NMS plan to govern the public dissemination 
of real-time consolidated equity market data for NMS stocks.\7\ The 
SROs are filing the proposed Plan, as directed in the Amended Order. 
Following the implementation timelines discussed 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 agreement for a new company, CT Plan LLC (the ``Company''), 
with each SRO being a ``Member'' of the Company.
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    \7\ See Amended Order, supra note 4.
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    In addition to the provisions required by the Amended Order, the 
SROs have included the following additional provisions.
    The SROs have included in Section 5.3 that the Operating Committee 
does not need to establish Processor Selection Procedures if the 
Operating Committee initially selects the CQ Plan and CTA Plan's 
processor and the UTP Plan's processor to provide the same services to 
the Company that are currently provided under the CQ Plan, CTA Plan, 
and UTP Plan. Because the focus of the Amended Order is the selection 
of a new independent Administrator rather than new Processors, the SROs 
believe it is reasonable for the Operating Committee to have the option 
of continuing with the current processors without having to go through 
an extensive procedure for selecting the processors. The SROs believe 
that this option also allows for quicker implementation of the Plan by 
allowing the Operating Committee to focus on the selection of the new 
Administrator.
    Additionally, at the request of SEC Staff, the SROs have included a 
provision in Section 7.1 that, in the event of a Regulatory Halt and 
the relevant Processor is unable to disseminate notice of the 
Regulatory Halt, notice of the Regulatory Halt may be made via an 
alternate Processor, if available.
2. Governing or Constituent Documents
    Not applicable.
3. Implementation of Plan
    As set forth in the proposed Plan, and because the Members have 
already formed the Company as a limited liability company pursuant to 
the Delaware Limited Liability Company Act by filing a certificate of 
formation (the ``Certificate'') with the Delaware Secretary of State, 
the SROs propose that the Plan will become effective on the date (the 
``Effective Date'') when approved by the Commission pursuant to Rule 
608 of Regulation NMS as an NMS plan.
    The SROs propose that the Plan would become operative after the 
steps set forth in Exhibit F of the proposed Plan are completed. 
Generally, the SROs believe there are six workstreams associated with 
the implementation of the Plan:
    (1) Setting up the Plan's governance;
    (2) Developing Plan fees, policies, and data subscriber agreements;
    (3) Selecting the new Administrator;
    (4) Contract negotiations with the new Administrator;
    (5) Administrator setup; and
    (6) Retirement of the CTA Plan, CQ Plan, and UTP Plan.
    Within Exhibit F, the SROs have included the various steps 
comprising each workstream along with the timelines for completing each 
step. As identified in Exhibit F, some of the steps can be performed in 
parallel, and others have dependencies that need to be completed before 
they can begin. For example, a new Administrator cannot begin to set up 
operations until after the process to select such Administrator has 
been completed and the Plan has negotiated and executed a contract and 
related service level agreement with the selected Administrator. 
Likewise, the SROs believe that the fees and the policies of the 
proposed Plan--which cannot be determined until both an Operating 
Committee and Advisory Committee are convened--will drive the scope of 
the services that an Administrator will need to provide, which could 
impact the RFP responses of prospective bidders to become the 
Administrator. For example, if the Operating Committee decides to use a 
direct bill model, which is currently used by the CQ Plan and CTA Plan, 
the scope of the work of the Administrator would be materially 
different than if the Operating Committee determines to proceed with an 
indirect bill model, which is currently used by the UTP Plan. Other 
aspects of the potential fees and policies of the proposed Plan, such 
as whether there will be differences in professional and non-
professional device fees, whether to provide an option to charge fees 
based on use of quote meter, or whether the current non-display use 
reporting will continue, will likewise have a material impact on the 
scope of services that the Administrator would be required to provide.
    While the SROs will work expeditiously to complete the various 
steps outlined in Exhibit F, the timelines in Exhibit F are estimates 
based on the experience of the SROs and the current administrators. As 
a result, it is possible that the steps may take shorter or longer than 
estimated. Consequently, as set forth in Section 14.1, in the event a 
workstream listed in Exhibit F takes shorter or, due to factors outside 
the Operating Committee's reasonable control, takes longer than 
expected, the timelines for contingent steps shall be adjusted 
accordingly to account for such change. In such instances, the 
Operating Committee will include the adjustment in its written progress 
report to the Commission in accordance with Section 14.2. The SROs 
believe that such an approach is reasonable since although the 
timelines

[[Page 5004]]

contained in Exhibit F are based on the SROs' and current 
administrators' experience, the ability to shorten or, in certain 
circumstances, lengthen the timeline reflected in Exhibit F is 
necessary due to factors outside the Operating Committee's reasonable 
control.
    For example, the proposed timeline for the Request for Proposal 
(``RFP'') process to select a new Administrator does not take into 
account the potential need for additional rounds of communications from 
bidders. It is not unusual in an RFP bidding process to have multiple 
rounds of communications from bidders. For example, the OPRA RFP 
process in 2019 was projected to take four months and ended up taking 
14 months to provide time for the bidders to respond to questions from 
the OPRA Plan.
    Additionally, the SROs have budgeted four months for negotiations 
with the selected administrator to execute a contract. While the SROs 
recognize that the key terms of the services to be provided will be 
part of the RFP process, the actual contract negotiations cannot begin 
until an administrator is selected. The SROs note that it took 
approximately ten months to negotiate a new contract with the UTP 
Processor following the 2014 RFP process. While the new Operating 
Committee will be committed to negotiate in good faith, the SROs cannot 
anticipate all possible outcomes when negotiating at arms-length with a 
third party. Such negotiations could be more streamlined than 
anticipated and take shorter than estimated or could be protracted due 
to disagreements between the Operating Committee and the new 
Administrator as to terms that might not be covered in the RFP process.
    Further, the SROs have set what they consider to be an aggressive 
timeline for the Administrator to set up operations. Assuming the new 
Administrator commits to such a timeline (which will be one of the 
elements of the RFP), the SROs note that there are dependencies outside 
of the control of either the Operating Committee and the new 
Administrator. Specifically, all vendors will need to be onboarded to 
the new Administrator before the new CT Plan can begin operations. The 
SROs note that when the UTP Plan repapered its customers, the process 
took over twelve months. Currently, there are over 600 vendors that 
take CQ/CTA and UTP data, and all those vendors would need to be 
onboarded so that there will be no disruption in service of 
consolidated data. If all 600+ vendors quickly complete the onboarding 
process, the onboarding process could take shorter than estimated; 
however, a few vendors delaying their onboarding could extend the 
entire process if a material number of data subscribers would be 
impacted.
    The above examples are non-exhaustive, and the SROs are unable to 
predict all issues that might arise in the implementation process. As a 
result, the SROs have included the ability to shorten or lengthen the 
timelines set forth in Exhibit F. In order to lengthen the timelines, 
the SROs have included a requirement that any decision to lengthen the 
timeline must be made by an affirmative vote of the Operating Committee 
pursuant to Section 4.3(b) and must be based on a reasonable 
determination that the timeline needs to be extended. Additionally, as 
stated above, the Operating Committee will include the adjustment in 
its written progress report to the Commission in accordance with 
Section 14.2.
4. Development and Implementation Phases
    Until the Operative Date, the SROs 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 Amended 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 Amended 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.
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
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 Amended 
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.'' \8\
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    \8\ 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:
    1. Whether the proposed CT Plan is consistent with the Amended 
Order;
    2. Whether, consistent with Rule 608 of Regulation NMS, the terms 
of the proposed CT Plan are necessary or appropriate in the public 
interest, for the protection of investors and the maintenance of fair 
and orderly markets, to remove impediments to, and perfect the 
mechanisms of, a national market system, or otherwise in furtherance of 
the purposes of the Act; \9\
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    \9\ See 17 CFR 242.608(b)(2)
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    3. Whether modifications to the proposed CT Plan, or conditions to 
its approval, would be required to make the proposed plan necessary or 
appropriate in the public interest, for the protection of investors and 
the maintenance of fair and orderly markets, to remove impediments to, 
and perfect the mechanisms of, a national market system, or otherwise 
in furtherance of the purposes of the Act; \10\
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    \10\ See id.

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[[Page 5005]]

    4. Whether the proposed CT Plan is consistent with Congress's 
finding, in section 11A(1)(C)(iii) of the Act, that it is in the public 
interest and appropriate for the protection of investors and the 
maintenance of fair and orderly markets to ensure ``the availability to 
brokers, dealers, and investors of information with respect to 
quotations for and transactions in securities''; \11\
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    \11\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
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    5. Whether, consistent with the purposes of section 11A(c)(1)(B) of 
the Act,\12\ 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 NMS stocks, and the fairness and usefulness of 
the form and content of such information; and
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    \12\ See 15 U.S.C. 78k-1(c)(1)(B).
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    6. Whether the proposed timeline for implementation of the proposed 
CT Plan is necessary or appropriate in the public interest, for the 
protection of investors and the maintenance of fair and orderly 
markets, to remove impediments to, and perfect the mechanisms of, a 
national market system, or otherwise in furtherance of the purposes of 
the Act.
    Comments may be submitted by any of the following methods:

Electronic Comments

    <bullet> Use the Commission's internet comment form http://www.sec.gov/rules/sro.shtml or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#e193948d84cc828e8c8c848f9592a1928482cf868e97"><span class="__cf_email__" data-cfemail="b7c5c2dbd29ad4d8dadad2d9c3c4f7c4d2d499d0d8c1">[email protected]</span></a>. Please include 
File Number 4-757 on the subject line.

Paper Comments

    <bullet> 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 a.m. and 3 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. Do not include 
personal identifiable information in submissions; you should submit 
only information that you wish to make available publicly. We may 
redact in part or withhold entirely from publication submitted material 
that is obscene or subject to copyright protection. All submissions 
should refer to File Number 4-757 and should be submitted on or before 
February 26, 2024.

    By the Commission.

    Dated: January 19, 2024.
Sherry R. Haywood,
Assistant Secretary.

Attachment A

LIMITED LIABILITY COMPANY AGREEMENT

OF

CT PLAN LLC

a Delaware limited liability company

    (1) This LIMITED LIABILITY COMPANY AGREEMENT (this ``Agreement'') 
dated as of the [<bullet>] day of [<bullet>], [<bullet>] 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 September 1, 2023, the Commission ordered the Members to act 
jointly in developing and filing with the Commission by October 23, 
2023, 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 Amended 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-
98271 (September 1, 2023), 88 FR 61630 (Sept. 7, 2023) (File No. 4-757) 
(the ``Amended Order''). This Agreement is being filed with the 
Commission, as directed in the Amended Order.
    (b) As the Members have already 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, this Agreement will become effective on the date (the 
``Effective Date'') when 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.
    (c) 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 Agreement and the operations of the Company shall be subject to 
ongoing oversight by the Commission. No provision of this Agreement 
shall be construed to limit or diminish the obligations and duties of 
the Members as self-regulatory organizations under the federal 
securities laws and the regulations thereunder.

Article I.

DEFINITIONS

Section 1.1 Definitions.

    As used throughout this Agreement and the Exhibits:
    (1) ``Administrator'' means the Person selected by the Company to 
perform the administrative functions described in this Agreement 
pursuant to the Administrative Services Agreement. The Person selected 
as the Administrator will not be owned or controlled by a corporate 
entity that, either directly or via another subsidiary, offers for sale 
its own proprietary market data product for NMS stocks.
    (2) ``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.
    (3) ``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,

[[Page 5006]]

auditors, advisors, accountants, contractors or subcontractors.
    (4) ``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.
    (5) ``Best Bid and Offer'' has the meaning ascribed to the term 
``best bid and best offer'' by Rule 600(b)(8) of Regulation NMS.
    (6) ``Capital Contributions'' means any cash, cash equivalents, or 
other property that a Member contributes to the Company with respect to 
its Membership Interest.
    (7) ``Chair'' shall mean the individual elected pursuant to Section 
4.4(e).
    (8) ``Code'' means the Internal Revenue Code of 1986, as amended.
    (9) ``Commission'' or ``SEC'' means the U.S. Securities and 
Exchange Commission.
    (10) ``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.
    (11) ``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 and designated by that Member 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.
    (12) ``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.
    (13) ``Covered Persons'' means representatives of the Members 
(including the SRO Voting Representative, alternate Voting 
Representative, and Member Observers), members of the Advisory 
Committee, SRO Applicants, SRO Applicant Observers, the Administrator, 
and the Processors; Affiliates, employees, and Agents of the Operating 
Committee, a Member, the Administrator, and the Processors; and any 
third parties invited to attend meetings of the Operating Committee or 
subcommittees. Covered Persons do not include staff of the SEC.
    (14) ``CQ Plan'' means the Restated CQ Plan.
    (15) ``CT Feeds'' means the CT Quote Data Feed(s) and the CT Trade 
Data Feed(s).
    (16) ``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.
    (17) ``CT Trade Data Feed(s)'' means the service(s) that provides 
Vendors and Subscribers with Transaction Reports for Eligible 
Securities.
    (18) ``CTA Plan'' means the Second Restatement of the CTA Plan.
    (19) ``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.
    (20) ``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.
    (21) ``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.
    (22) ``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.
    (23) ``ET'' means Eastern Time.
    (24) ``Exchange Act'' means the Securities Exchange Act of 1934, as 
amended.
    (25) ``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 a majority vote of the SRO Voting 
Representatives.
    (26) ``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.
    (27) ``Fees'' means fees charged to Vendors and Subscribers for 
Transaction Reports and Quotation Information in Eligible Securities.
    (28) ``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.
    (29) ``FINRA'' means the Financial Industry Regulatory Authority, 
Inc.
    (30) ``FINRA Participant'' means a FINRA member that utilizes the 
facilities of FINRA pursuant to applicable FINRA rules.
    (31) ``Fiscal Year'' means the fiscal year of the Company adopted 
pursuant to Section 10.1(a) of this Agreement.
    (32) ``GAAP'' means United States generally accepted accounting 
principles in effect from time to time, consistently applied.
    (33) ``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.
    (34) ``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

[[Page 5007]]

is not otherwise Restricted Information. Highly Confidential 
Information includes: the Company's contract negotiations with the 
Processors or Administrator; personnel matters that affect the 
employees of SROs or the Company; information concerning the 
intellectual property of Members or customers; and any document subject 
to the Attorney-Client Privilege, Work Product Doctrine, or any other 
applicable privilege or immunity.
    (35) ``Limit Up Limit Down'' means the Plan to Address 
Extraordinary Market Volatility pursuant to Rule 608 of Regulation NMS 
under the Exchange Act.
    (36) ``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.
    (37) ``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.
    (38) ``Market-Wide Circuit Breaker'' means a halt in trading in all 
stocks in all Markets under the rules of a Primary Listing Market.
    (39) ``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.
    (40) ``Member Observer'' means any employee of a Member or any 
attorney to a Member (other than a Voting Representative) that a Member 
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, provided that the 
designation of the Member Observer is consistent with the prohibition 
in Section 4.11(b)(i).
    (41) ``Membership Fee'' means the fee to be paid by a new Member 
pursuant to Section 3.2.
    (42) ``Membership Interest'' means an interest in the Company owned 
by a Member.
    (43) ``Nasdaq'' means The Nasdaq Stock Market LLC.
    (44) ``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.
    (45) ``National securities association'' means a securities 
association that is registered under section 15A of the Exchange Act.
    (46) ``National securities exchange'' means a securities exchange 
that is registered under section 6 of the Exchange Act.
    (47) ``Network A Security'' means an Eligible Security for which 
NYSE is the Primary Listing Market.
    (48) ``Network B Security'' means an Eligible Security for which a 
national securities exchange other than NYSE or Nasdaq is the Primary 
Listing Market.
    (49) ``Network C Security'' means an Eligible Security for which 
Nasdaq is the Primary Listing Market.
    (50) ``Non-Affiliated SRO'' means a Member that is not affiliated 
with any other Member.
    (51) ``NYSE'' means the New York Stock Exchange LLC.
    (52) ``Officer'' means each individual designated as an officer of 
the Company pursuant to Section 4.8.
    (53) ``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.
    (54) ``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.
    (55) ``Operative Date'' means the date that (i) the Members 
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 and (ii) the CQ Plan, 
CTA Plan, and UTP Plan cease their operations.
    (56) ``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, or an SRO Voting Representative.
    (57) ``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.
    (58) ``Person'' means an individual, corporation, partnership, 
joint venture, limited liability company, Governmental Authority, 
unincorporated organization, trust, association, or other entity.
    (59) ``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.
    (60) ``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.
    (61) ``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.
    (62) ``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 Operating Committee, an outcome 
of a topic discussed, or a Final Decision of the Operating Committee.
    (63) ``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

[[Page 5008]]

halt triggered by a Market-Wide Circuit Breaker, and a SIP Halt.
    (64) ``Restricted Information'' means highly sensitive customer-
specific financial information, customer-specific audit information, 
other customer financial information, and personal identifiable 
information.
    (65) ``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.
    (66) ``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.
    (67) ``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.
    (68) ``Self-regulatory organization'' or ``SRO'' has the meaning 
provided in section 3(a)(26) of the Exchange Act.
    (69) ``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.
    (70) ``SIP Halt Resume Time'' means the time that the Primary 
Listing Market determines as the end of a SIP Halt.
    (71) ``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.
    (72) ``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.
    (73) ``SRO Group'' means a group of Members that are Affiliates.
    (74) ``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.
    (75) ``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.
    (76) ``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.
    (77) ``Trading Center'' has the same meaning as that term is 
defined in Rule 600(b)(82) of Regulation NMS.
    (78) ``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.
    (79) ``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.
    (80) ``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.
    (81) ``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.
    (82) ``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.

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.

Article II.

ORGANIZATION

Section 2.1 Formation.

    (a) The Members formed the Company as a limited liability company 
on [<bullet>], [<bullet>] 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

[[Page 5009]]

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.
    (c) Participants of the CQ Plan, CTA Plan, and UTP Plan will 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.

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

[[Page 5010]]

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) of Regulation NMS, 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.

    (f) 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 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 
Transaction Reports and Quotation Information in Eligible Securities;
    (iv) reviewing the performance of the Processors and ensuring the 
public reporting of Processors' performance and other metrics and 
information about the Processors;

[[Page 5011]]

    (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.
    (g) The Operating Committee may delegate all or part of its 
administrative functions under this Agreement, excluding those 
administrative functions to be performed by the Administrator pursuant 
to Section 6.1, to a subcommittee, to one or more of the Members, 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.
    (h) 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) Voting Representatives. The Operating Committee shall include 
one 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 Voting 
Representative.
    (b) 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.
    (c) 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 a 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 a 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) Each 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 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), ``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 or under the CQ, 
CTA, and UTP Plans. For the avoidance of doubt, FINRA shall not be 
considered to operate a market center within the meaning of this 
Section 4.3(a) solely by virtue of facilitating quoting on the FINRA 
Alternative Display Facility or 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.
    (b) All actions of the Operating Committee will require an 
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.
    (c) Notwithstanding Section 4.3(b), the following actions will 
require only a majority vote of the Operating Committee:
    (i) the selection of members of the Advisory Committee pursuant to 
Section 4.7;
    (ii) the decision to enter Executive Session pursuant to Section 
4.4(g), except for matters considered pursuant to Section 4.4(g)(i)(E);
    (iii) the decision to discuss a matter in a legal subcommittee 
pursuant to Section 4.8(d); and
    (iv) decisions concerning the operation of the Company as an LLC as 
specified in Section 10.3 and Section 11.2.

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, Advisory Committee members, 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 attend and participate in any discussion at any such 
meeting, unless attendance or participation would be inconsistent with 
the provisions of Section 4.11(b), but shall not be entitled to vote on 
any matter.

[[Page 5012]]

    (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.
    (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 
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 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) Voting Representatives, Member Observers, SEC Staff, and other 
persons as deemed appropriate by a majority vote of the Voting 
Representatives may meet in Executive Session of the Operating 
Committee to discuss an item of business that falls within the topics 
identified in subsection (i) below and for which it is appropriate to 
exclude the Advisory Committee. 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 
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 the following topics as:
    (A) Any topic that requires discussion of Highly Confidential 
Information;
    (B) Vendor or Subscriber Audit Findings;
    (C) Litigation matters;
    (D) Responses to regulators with respect to inquiries, 
examinations, or findings; and
    (E) Other discrete matters approved by the Operating Committee.
    (ii) 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).

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 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

[[Page 5013]]

Person with respect to the Company or any of the Members.

Section 4.7 Advisory Committee.

    (a) Formation. Notwithstanding any other provision of this Plan, an 
Advisory Committee to the Plan shall be formed and shall function in 
accordance with the provisions set forth in this section.
    (b) Composition. Members of the Advisory Committee shall be 
selected for two year terms as follows:
    (i) Operating Committee Selections. By affirmative vote of a 
majority of the Members entitled to vote, the Operating Committee shall 
select at least one representative from each of the following 
categories to be members of the Advisory Committee: (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. The Operating Committee shall not select any 
person employed by or affiliated with any Member or its affiliates or 
facilities.
    (ii) Member Selections. Each Member shall have the right to select 
one member of the Advisory Committee. A Member shall not select any 
person employed by or affiliated with any Member or its affiliates or 
facilities.
    (c) Function. Members of the Advisory Committee shall have the 
right to submit their views to the Operating Committee on Plan matters, 
prior to a decision by the Operating Committee on such matters. Such 
matters shall include, but not be limited to, any new or modified 
product, fee, contract, or pilot program that is offered or used 
pursuant to the Plan.
    (d) Not Members of the Company. For the sake of clarity, members of 
the Advisory Committee are not Members of the Company.

Section 4.8 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 Operating Committee from 
Voting Representatives. Notwithstanding the foregoing, the Operating 
Committee may not delegate to a subcommittee those administrative 
functions to be performed by the Administrator.
    (b) Except as provided in Section 4.8(d), the Secretary or designee 
shall prepare minutes of all subcommittee meetings and such minutes 
will be made available to the Operating Committee and members of the 
Advisory Committee.
    (c) Voting Representatives, the Advisory Committee, Member 
Observers, SEC Staff, and other persons as deemed appropriate by the 
Operating Committee may attend meetings of any subcommittees.
    (d) Notwithstanding paragraph (c), Voting Representatives, Member 
Observers, and other persons as deemed appropriate by majority vote of 
the Voting Representatives may meet in a subcommittee to discuss an 
item that exclusively affects the Members with respect to: (1) 
litigation matters or responses to regulators with respect to 
inquiries, examinations, or findings; and (2) other discrete legal 
matters approved by the Operating Committee. The Secretary shall 
prepare the minutes of such subcommittee's meetings, and such minutes 
shall include, (i) attendance at the meeting; (ii) the subject matter 
of each item discussed; (iii) sufficient non-privileged information to 
identify the rationale for referring the matter to the legal 
subcommittee, and (iv) the privilege or privileges claimed with respect 
to that item. Such minutes will be made available only to the Voting 
Representatives, Member Observers, and other persons deemed appropriate 
by a majority vote of the Operating Committee.

Section 4.9 Officers.

    (a) Except as provided in Section 4.4(e), the Operating Committee 
may (but need not), from time to time, designate and appoint one or 
more persons as an Officer of the Company. 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 Operating 
Committee may, from time to time, delegate to them. Any such delegation 
may be revoked at any time by the Operating Committee. The Operating 
Committee 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 Operating Committee.
    (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 
Operating Committee. 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 4.10 Commission Access to Information and Records.

    Nothing in this Agreement shall be interpreted to limit or impede 
the rights of the Commission or SEC staff to access information and 
records 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 4.11 Disclosure of Potential Conflicts of Interest; Recusal.

    (a) Disclosure Requirements. The Members (including any Member 
Observers), the Processors, the Administrator, 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 in subsection (c) 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,

[[Page 5014]]

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 4.11(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 members of the Advisory Committee to comply with the 
required disclosures and recusals under this Section 4.11 and Exhibit B 
in their respective agreements with either the Company, a Member, the 
Administrator, or the Processors.
    (b) Recusal.
    (i) A Disclosing Party that is a Member may not appoint as its 
Voting Representative, alternate Voting Representative, or a Member 
Observer a person that is responsible for or involved with the 
procurement for, or development, modeling, pricing, licensing 
(including all functions related to monitoring or ensuring a 
subscriber's compliance with the terms of the license contained in its 
data subscription agreement and all functions relating to the auditing 
of subscriber data usage and payment), 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, members of the Advisory 
Committee, 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.

Section 4.12 Confidentiality Policy.

    All Covered Persons are subject to the Confidentiality Policy set 
forth in Exhibit C to the Plan. The Company will arrange for Covered 
Persons that are not Voting Representatives, Member Observers, or 
members of the Advisory Committee to comply with the Confidentiality 
Policy under their respective agreements with either the Company, a 
Member, the Administrator, or the Processors.

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. The Operating Committee 
will not need to establish Processor Selection Procedures if the 
Operating Committee initially selects the CQ Plan and CTA Plan's 
processor and the UTP Plan's processor to provide the same services to 
the Company that are currently provided under the CQ Plan, CTA Plan, 
and UTP Plan.
    (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

[[Page 5015]]

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

    (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

[[Page 5016]]

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 
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; the preparation of the Company's audited 
financial reports; and support of Company governance.

Section 6.2 Independence of the Administrator.

    The Administrator may not be owned or controlled by a corporate 
entity that, either directly or via another subsidiary, offers for sale 
its own PDP.

Section 6.3 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 6.4 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 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 Operating Committee 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

[[Page 5017]]

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;
    (C) system status messages; or
    (D) a notification via an alternate Processor, if available.
    (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 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 for executions that 
occur from 9:30 a.m. until 4:00:00 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 from 4:00 a.m. up 
to 9:30:00 a.m. ET (or as otherwise designated by a Member as an 
execution occurring outside of Regular Trading Hours) and after 4:00:00 
p.m. until 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

[[Page 5018]]

    (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 by the Company and maintained by the Administrator 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 9.2 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 9.2 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 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 
9.2(c). Any special allocations of items of income or gain pursuant to 
this Section 9.2(d) shall be taken into account in computing subsequent 
allocations pursuant to this Section 9.2 so that the net amount of any 
items so allocated and all other items allocated to each Member 
pursuant to this Section 9.2 shall, to the extent possible, be equal to 
the net

[[Page 5019]]

amount that would have been allocated to each such Member pursuant to 
the provisions of this Section 9.2 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 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 11.2 
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 
11.2, 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

[[Page 5020]]

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).

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

[[Page 5021]]

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) 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 in writing 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.
    (c) ``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 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.

Article XIV.

IMPLEMENTATION

Section 14.1 Implementation Timeline.

    The steps to implement the Plan and timelines for completing these 
various steps are set forth in Exhibit F. The timeline shall begin when 
the Plan is approved by the Commission, and such approval is published 
on the Commission's website. The steps to implement the Plan have been 
organized into multiple workstreams, some of which can be performed in 
parallel, and others have dependencies that need to be completed before 
they can begin. In the Exhibit F, the Company has identified such 
dependencies, some of which are outside the control of the Operating 
Committee. In the event a workstream listed in Exhibit F takes shorter 
or, due to factors outside the Operating Committee's reasonable 
control, takes longer than expected, the timelines for contingent steps 
shall be adjusted accordingly to account for such change. Any 
lengthening of the timeline must be made by an affirmative vote of the 
Operating Committee pursuant to Section 4.3(b) and must be based on a 
reasonable determination that the timeline needs to be extended. In 
such instances, the Operating Committee will include the adjustment in 
its written progress report to the Commission in accordance with 
Section 14.2.

[[Page 5022]]

Section 14.2 Written Progress Reports to Commission.

    (a) Beginning three months after the formation of the Operating 
Committee and continuing every three months until the Operative Date, 
the Operating Committee will provide written progress reports to the 
Commission every three months.
    (b) The written progress reports will contain the actions 
undertaken to date by the Operating Committee and a detailed 
description of the progress made toward completing each of the steps 
listed in Exhibit F. The Operating Committee will make such progress 
reports available on the CQ Plan and CTA Plan's and UTP Plan's 
websites, and on the Plan's website, when available after the selection 
of the Administrator.

Section 14.3 Transition From CQ Plan, CTA Plan, and UTP Plan.

    (a) 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.
    (b) 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. The Members shall file an amendment to 
the CQ Plan, CTA Plan, and UTP Plan to cease their operation as of the 
Operative Date.
    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., 1700 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., 101 Greenwich Street, 15th Floor, 
New York, New York 10014.
    MEMX LLC, 382 NE 191st Street, Suite 92178, Miami, FL 33179.
    MIAX PEARL, LLC, 7 Roszel Road, Suite 1A, Princeton, New Jersey 
08540.
    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, any alternate 
Voting Representatives designated by the Member, and any Member 
Observers. Also provide a narrative description of such persons' 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 persons work in or with the Member's PDP business, 
describe such persons' roles and describe how that business and such 
persons' Company responsibilities impacts their compensation. In 
addition, describe how such persons' responsibilities with the PDP 
business may present a conflict of interest with their responsibilities 
to the Company.
    (iv) Does the Member, its Voting Representative, its alternate 
Voting Representative, or its Member Observers 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.

[[Page 5023]]

    (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 members of the Advisory Committee must respond to the 
following questions and instructions:
    (i) Provide the member of the Advisory Committee's title and a 
brief description of the member of the Advisory Committee'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 member of the Advisory Committee'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 member of the Advisory Committee have 
responsibilities related to the firm's use or procurement of market 
data?
    (iii) Does the member of the Advisory Committee have 
responsibilities related to the firm's trading or brokerage services?
    (iv) Does the member of the Advisory Committee's firm use the CT 
Feeds? Does the member of the Advisory Committee's firm use a Member's 
PDP?
    (v) Does the member of the Advisory Committee's firm offer PDP? If 
yes, list each product, described its content, and provide information 
about the fees for each product.
    (vi) Does the member of the Advisory Committee's firm have an 
ownership interest of 5% or more in one or more Members? If yes, list 
the Member(s).
    (vii) Does the member of the Advisory Committee actively 
participate in any litigation against the CQ Plan, CTA Plan, UTP Plan, 
or the Company?
    (viii) Does the member of the Advisory Committee or the member of 
the Advisory Committee'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 member of the 
Advisory Committee? 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 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.

[[Page 5024]]

    (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
    (A) Disclosure of Restricted Information
    (1) Except as provided below, Covered Persons in possession of 
Restricted Information are prohibited from disclosing it to others.
    (2) Covered Persons in possession of Restricted Information are 
prohibited from disclosing it to others, including Agents, except where 
authorized to do so by the Operating Committee. Any authorization to 
disclose Restricted Information must identify the Covered Persons or 
third party authorized to receive the Restricted Information, and such 
disclosure must be in furtherance of the interests of the plan. Any 
authorization must be granted on a case-by-case basis, unless the 
Operating Committee grants standing approval to allow disclosure of 
specified recurring information to identified Covered Persons. Any 
Covered Person or third party receiving or having access to Restricted 
Information pursuant to this subparagraph must segregate such 
information, retain it in confidence, and use it only in a manner 
consistent with the terms of this Policy.
    (3) Covered Persons may disclose Restricted Information 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.
    (B) 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.
    (C) 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 as provided below. 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).
    (2) An SRO Voting Representative may disclose certain Highly 
Confidential Information to officers or employees of a Member who have 
direct or supervisory responsibility for the Member's participation in 
the Plan, or with agents for the Member supporting the Member's 
participation in the Plan, provided that such information may not be 
used in the procurement for, or development, modeling, pricing, 
licensing, or sale of, PDP. The types of Highly Confidential 
Information permitted to be shared under this subparagraph shall 
consist of (i) the Plan's contract negotiations with the Processor(s) 
or Administrator; (ii) communications with, and work product of, 
counsel to the Plan; and (iii) information concerning personnel matters 
that affect the employees of the Member or of the Plan. Any Covered 
Person receiving or having access to Restricted Information pursuant to 
this subparagraph must segregate such information, retain it in 
confidence, and use it only in a manner consistent with the terms of 
this Policy. Any SRO Voting Representative who discloses Highly 
Confidential Information pursuant to this subparagraph shall maintain a 
log documenting each instance of such disclosure, including the 
information shared, the persons receiving the information, and the date 
the information was shared.
    (3) 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.
    (4) Highly Confidential Information may be disclosed, as required 
by Applicable Law.
    (5) The Operating Committee may authorize the disclosure of 
specified Highly Confidential Information to identified third parties 
that are acting as Agents. Any authorization must be granted on a case-
by-case basis, unless the Operating Committee grants standing approval 
to allow disclosure of specified recurring information to identified 
Covered Persons. Any Covered Person or third party receiving or having 
access to Highly Confidential Information pursuant to this subparagraph 
must segregate such information, retain it in confidence, and use it 
only in a manner consistent with the terms of this Policy.
    (5) 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 
member of the Advisory Committee, remedies include removal of that 
member of the Advisory Committee.
    (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

[[Page 5025]]

Confidential Information to other persons who need to receive such 
information to fulfill their responsibilities to the Plan, including 
oversight of the Plan. The recipient must segregate the information, 
retain it in confidence, and use it only in a manner consistent with 
the terms of this policy. 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 Section 4.3. Any authorization must be granted on 
a case-by-case basis, unless the Operating Committee grants standing 
approval to allow disclosure of specified recurring information to 
identified Covered Persons. Any Covered Person or third party receiving 
or having access to Confidential Information pursuant to this 
subparagraph must segregate such information, retain it in confidence, 
and use it only in a manner consistent with the terms of this Policy. 
Notwithstanding the foregoing, the Operating Committee will not 
authorize the disclosure of Confidential Information that is generated 
by a Member or member of the Advisory Committee and designated by such 
Member or member of the Advisory Committee as Confidential, unless such 
Member or member of the Advisory Committee consents to the disclosure.
    (C) Members of the Advisory Committee 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 members of the Advisory Committee 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

[[Page 5026]]

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 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]
BILLING CODE 8011-01-P

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[FR Doc. 2024-01369 Filed 1-24-24; 8:45 am]
BILLING CODE 8011-01-C


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