Joint Industry Plan; Notice of Filing of a National Market System Plan Regarding Consolidated Equity Market Data, 5002-5029 [2024-01369]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[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

     Use the Commission's internet comment form https://www.sec.gov/rules/sro.shtml or
     Send an email to [email protected]. Please include 
File Number 4-757 on the subject line.

Paper Comments

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

All submissions should refer to File Number 4-757. This file number 
should be included on the subject line if email is used. To help the 
Commission process and review your comments more efficiently, please 
use only one method. The Commission will post all comments on the 
Commission's website (https://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 [] day of [], [] is made and 
entered into by and among the parties identified in Exhibit A, as 
Exhibit A may be amended from time to time (the ``Members''), which are 
the members of CT Plan LLC, a Delaware limited liability company (the 
``Company''). The Members shall constitute the ``members'' (as that 
term is defined in the Delaware Act) of the Company.

RECITALS

    (a) On 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 [], [] 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