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[ by a majority vote of the Members].
Other than the Chair, no Officer need be a Voting Representative.
Any Officers so designated shall have such authority and perform
such duties as the [Members]Operating Committee may, from time to
time, delegate to them. Any such delegation may be revoked at any
time by [a majority vote of the Members in their sole discretion.
The Members]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 [Members by a majority
vote]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 [Members]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]by the Operating Committee.

Section 4.9 Commission Access to Information and Records.

    Nothing in this Agreement shall be interpreted to limit or
impede the rights of the Commission 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 4.10 Disclosure of Potential Conflicts of Interest; Recusal.

    (a) Disclosure Requirements. The Members (including any Member
Observers), the Processors, the Administrator, the Non-SRO Voting
Representatives, and each service provider or subcontractor engaged
in Company business (including the audit of Subscribers' data usage)
that has access to Restricted or Highly Confidential information
(for purposes of this section, ``Disclosing Parties'') shall
complete the applicable questionnaire to provide the required
disclosures set forth 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, or employment relationships could be perceived
by a reasonable objective observer to affect the ability of a person
to be impartial.
    (ii) Updates to Disclosures. Following a material change in the
information disclosed pursuant to Section 4.10(a), a Disclosing
Party shall promptly update its disclosures. Additionally, a
Disclosing Party shall update annually any inaccurate information
prior to the Operating Committee's first quarterly meeting of a
calendar year.
    (iii) Public Dissemination of Disclosures. The Disclosing
Parties shall provide the Administrator with its disclosures and any
required updates. The Administrator shall ensure that the
disclosures are promptly posted to the Company's website.
    (iv) The Company will arrange for Disclosing Parties that are
not Members or Non-SRO Voting Representatives to comply with the
required disclosures and recusals under this Section 4.10 and
Exhibit B in their respective agreements with either the Company, a
Member, the Administrator, or the Processors.
    (b) Recusal.
    (i) A Disclosing Party that is a Member may not appoint as its
Voting Representative, alternate SRO Voting Representative, or
Member Observer, a person that is responsible for or involved with
the procurement for, or development, modeling, pricing, licensing,
or sale of, PDP offered to customers of the CT Feeds if the person
has a financial interest (including compensation) that is tied
directly to the Disclosing Party's market data business or the
procurement of market data and if that compensation would cause a
reasonable objective observer to expect the compensation to affect
the impartiality of the representative.
    (ii) A Disclosing Party (including its representative(s),
employees, and agents) will be recused from participating in Company
activities if it has not submitted a required disclosure form or the
Operating Committee votes that its disclosure form is materially
deficient. The recusal will be in effect until the Disclosing Party
submits a sufficiently complete disclosure form to the
Administrator.
    (iii) A Disclosing Party, including its representative(s), and
its Affiliates and their representative(s), are recused from voting
on matters in which it or its Affiliate (i) is seeking a position or
contract with the Company or (ii) have a position or contract with
the Company and whose performance is being evaluated by the Company.
    (iv) All recusals, including a person's determination of whether
to voluntarily recuse himself or herself, shall be reflected in the
meeting minutes.
    (c) Required Disclosures. As part of the disclosure regime, the
Members, the Processors, the Administrator, Non-SRO Voting
Representatives, and service providers and subcontractors must
respond to questions that are tailored to elicit responses that
disclose the potential conflicts of interest as set forth in Exhibit
B.
    [(d) If the Commission's approval order of the conflicts of
interest policies filed by the CQ Plan, CTA Plan, or UTP Plan is
stayed or overturned by a Governmental Authority, the requirements
of this Section 4.10 and Exhibit B shall not apply.]

Section 4.11 Confidentiality Policy.

    [(a) The Members and Non-SRO Voting Representatives]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 [Members]SRO Voting Representatives, Member Observers,
or Non-SRO Voting Representatives to comply with the Confidentiality
Policy under their respective agreements with either the Company, a
Member, the Administrator, or the Processors.
    [(b) If the Commission's approval order of the confidentiality
policy filed by the CQ Plan, CTA Plan, or UTP Plan is stayed or
overturned by a Governmental Authority, the requirements of this
Section 4.11 and Exhibit C shall not apply.][FEDREG][VOL]*[/
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Article V.

THE PROCESSORS; INFORMATION; INDEMNIFICATION

Section 5.1 General Functions of the Processors.

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

Section 5.2 Evaluation of the Processors.

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

Section 5.3 Process for Selecting New Processors.

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

Section 5.4 Transmission of Information to Processors by Members.

    (a) Quotation Information.
    (i) Each Member shall, during the time it is open for trading,
be responsible for promptly collecting and transmitting to the
Processors accurate Quotation Information in Eligible Securities
through any means set forth in the Processor Services Agreements to
ensure that the Company complies with its obligations under the
Processor Services Agreements.
    (ii) Quotation Information shall include:
    (A) identification of the Eligible Security, using the Listing
Market's symbol;
    (B) the price bid and offered, together with size;
    (C) for FINRA, the FINRA Participant along with the FINRA
Participant's market participant identification or Member from which
the quotation emanates;
    (D) appropriate timestamps;
    (E) identification of quotations that are not firm; and
    (F) through appropriate codes and messages, withdrawals and
similar matters.
    (iii) In addition, Quotation Information shall include:
    (A) in the case of a national securities exchange, the reporting
Participant's matching engine publication timestamp; or
    (B) in the case of FINRA, the quotation publication timestamp
that FINRA's bidding or offering member reports to FINRA's quotation
facility in accordance with FINRA rules. In addition, if FINRA's
quotation facility provides a proprietary feed of its quotation
information, then the quotation facility shall also furnish the
Processors with the time of the quotation as published on the
quotation facility's proprietary feed. FINRA shall convert any
quotation times reported to it to nanoseconds and shall furnish such
times to the Processors in nanoseconds since Epoch.
    (b) Transaction Reports.
    (i) Each Member shall, during the time it is open for trading,
be responsible for promptly transmitting to the Processor
Transaction Reports in Eligible Securities executed in its Market by
means set forth in the Processor Services Agreements.
    (ii) Transaction Reports shall include:
    (A) identification of the Eligible Security, using the Listing
Market's symbol;
    (B) the number of shares in the transaction;
    (C) the price at which the shares were purchased or sold;
    (D) the buy/sell/cross indicator;
    (E) appropriate timestamps;
    (F) the Market of execution; and
    (G) through appropriate codes and messages, late or out-of-
sequence trades, corrections, and similar matters.
    (iii) In addition, Transaction Reports shall include the time of
the transaction as identified in the Participant's matching engine
publication timestamp. However, in the case of FINRA, the time of
the transaction shall be the time of execution that a FINRA member
reports to a FINRA trade reporting facility in accordance with FINRA
rules. In 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;[FEDREG][VOL]*[/VOL][NO]*[/
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    (B) transactions made in reliance on Section 4(a)(2) of the
Securities Act of 1933;
    (C) transactions in which the buyer and the seller have agreed
to trade at a price unrelated to the current market for the security
(e.g., to enable the seller to make a gift);
    (D) the acquisition of securities by a broker-dealer as
principal in anticipation of making an immediate exchange
distribution or exchange offering on an exchange;
    (E) purchases of securities pursuant to a tender offer;
    (F) purchases or sales of securities effected upon the exercise
of an option pursuant to the terms thereof or the exercise of any
other right to acquire securities at a pre-established consideration
unrelated to the current market; and
    (G) transfers of securities that are expressly excluded from
trade reporting under FINRA rules.
    (c) The following symbols shall be used to denote the applicable
Member:

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

    (d) Indemnification.
    (i) Each Member agrees, severally and not jointly, to indemnify
and hold harmless and defend the Company, each other Member, the
Processors, the Administrator, the Operating Committee, and each of
their respective directors, officers, employees, agents, and
Affiliates (each, an ``Member Indemnified Party'') from and against
any and all loss, liability, claim, damage, and expense whatsoever
incurred or threatened against such Member Indemnified Party as a
result of a system error or disruption at such Member's Market
affecting any Transaction Reports, Quotation Information, or other
information reported to the Processors by such Member and
disseminated by the Processors to Vendors and Subscribers. This
indemnity shall be in addition to any liability that the
indemnifying Member may otherwise have.
    (ii) Promptly after receipt by a Member Indemnified Party of
notice of the commencement of any action, such Member Indemnified
Party will, if it intends to make

a claim in respect thereof against an indemnifying Member, notify
the indemnifying Member in writing of the commencement thereof;
provided, however, that the failure to so notify the indemnifying
Member will only relieve the indemnifying Member from any liability
which it may have to any Member Indemnified Party to the extent such
indemnifying Member is actually prejudiced by such failure. In case
any such action is brought against any Member Indemnified Party and
it promptly notifies an indemnifying Member of the commencement
thereof, the indemnifying Member will be entitled to participate in,
and, to the extent that it elects (jointly with any other
indemnifying Member similarly notified), to assume and control the
defense thereof with counsel chosen by it. After notice from the
indemnifying Member of its election to assume the defense thereof,
the indemnifying Member will not be liable to such Indemnified Party
for any legal or other expenses subsequently incurred by such Member
Indemnified Party in connection with the defense thereof but the
Member Indemnified Party may, at its own expense, participate in
such defense by counsel chosen by it without, however, impairing the
indemnifying Member's control of the defense. If the indemnifying
Member has assumed the defense in accordance with the terms hereof,
the indemnifying Member may enter into a settlement or consent to
any judgment without the prior written consent of the Member
Indemnified Party if (i) such settlement or judgment involves
monetary damages only, all of which will be fully paid by the
indemnifying Member and without admission of fault or culpability on
behalf of any Member Indemnified Party, and (ii) a term of the
settlement or judgment is that the Person or Persons asserting such
claim unconditionally and irrevocably release all Member Indemnified
Parties from all liability with respect to such claim; otherwise,
the consent of the Member Indemnified Party shall be required in
order to enter into any settlement of, or consent to the entry of a
judgment with respect to, any claim (which consent shall not be
unreasonably withheld, delayed, or conditioned).

Section 5.5 Operational Issues.

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

Article VI.

THE ADMINISTRATOR

Section 6.1 General Functions of the Administrator.

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

Section 6.2 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.[2]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.[3]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 Administrator selected by the
Operating Committee may not be owned or controlled by a corporate
entity that, either directly or via another subsidiary, offers for
sale its own PDP.] The Operating Committee, as part of the process
of establishing Administrator Selection Procedures, may solicit and
consider the timely comment of any entity affected by the operation
of this Agreement. The Administrator Selection Procedures shall be
established by the [Voting Representatives]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 any security for which it is the Primary Listing Market:
    (A) as provided for in the rules of the Primary Listing Market;
    (B) if it determines there is a SIP Outage, Material SIP
Latency, or Extraordinary Market Activity; or
    (C) in the event of national, regional, or localized disruption
that necessitates a Regulatory Halt to maintain a fair and orderly
market.
    (ii) In making a determination to declare a Regulatory Halt
under subparagraph (b)(i), the Primary Listing Market will consider
the totality of information available concerning the severity of the
issue, its likely duration, and potential impact on Member Firms and
other market participants and will make a good-faith determination
that the criteria of subparagraph (b)(i) have been satisfied and
that a Regulatory Halt is appropriate. The Primary Listing Market
will consult, if feasible, with the affected Trading Center(s), the
other Members, or the Processors, as applicable, regarding the scope
of the issue and what steps are being taken to address the

issue. Once a Regulatory Halt under subparagraph (b)(i) has been
declared, the Primary Listing Market will continue to evaluate the
circumstances to determine when trading may resume in accordance
with the rules of the Primary Listing Market.
    (c) Initiating a Regulatory Halt.
    (i) The start time of a Regulatory Halt is when the Primary
Listing Market declares the halt, regardless of whether an issue
with communications impacts the dissemination of the notice.
    (ii) If a Processor is unable to disseminate notice of a
Regulatory Halt or the Primary Listing Market is not open for
trading, the Primary Listing Market will take reasonable steps to
provide notice of a Regulatory Halt, which shall include both the
type and start time of the Regulatory Halt, by dissemination
through:
    (A) PDP;
    (B) posting on a publicly-available Member website; or
    (C) system status messages.
    (iii) Except in exigent circumstances, the Primary Listing
Market will not declare a Regulatory Halt retroactive to a time
earlier than the notice of such halt.
    (iv) Resumption of Trading After Regulatory Halts Other Than SIP
Halts. The Primary Listing Market will declare a resumption of
trading when it makes a good-faith determination that trading may
resume in a fair and orderly manner and in accordance with its
rules.
    (v) For a Regulatory Halt that is initiated by another Member
that is a Primary Listing Market, a Member may resume trading after
the Member receives notification from the Primary Listing Market
that the Regulatory Halt has been terminated.
    (d) Resumption of Trading After SIP Halt.
    (i) The Primary Listing Market will determine the SIP Halt
Resume Time. In 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.[FEDREG][VOL]*[/VOL][NO]*[/NO][DATE]*[/
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    (ii) The Primary Listing Market will terminate a SIP Halt with a
notification that specifies a SIP Halt Resume Time. The Primary
Listing Market shall provide a minimum notice of a SIP Halt Resume
Time, as specified by the rules of the Primary Listing Market,
during which period market participants may enter quotes and orders
in the affected securities. During Regular Trading Hours, the last
SIP Halt Resume Time before the end of Regular Trading Hours shall
be an amount of time as specified by the rules of the Primary
Listing Market. The Primary Listing Market may stagger the SIP Halt
Resume Times for multiple symbols in order to reopen in a fair and
orderly manner.
    (iii) During Regular Trading Hours, if the Primary Listing
Market does not open a security within the amount of time as
specified by the rules of the Primary Listing Market after the SIP
Halt Resume Time, a Member may resume trading in that security.
Outside Regular Trading Hours, a Member may resume trading
immediately after the SIP Halt Resume Time.
    (e) Member to Halt Trading During Regulatory Halt. A Member will
halt trading for any security traded on its Market if the Primary
Listing Market declares a Regulatory Halt for the security.
    (f) Communications. Whenever, in the exercise of its regulatory
functions, the Primary Listing Market for an Eligible Security
determines it is appropriate to initiate a Regulatory Halt, the
Primary Listing Market will notify all other Members and the
affected Processors of such Regulatory Halt as well as provide
notice that a Regulatory Halt has been lifted using such protocols
and other emergency procedures as may be mutually agreed to between
the Members and the Primary Listing Market. The affected Processors
shall disseminate to Members notice of the Regulatory Halt (as well
as notice of the lifting of a Regulatory Halt) (i) through the CT
Feeds or (ii) any other means the affected Processors, in its sole
discretion, considers appropriate. Each Member shall be required to
continuously monitor these communication protocols established by
the Operating Committee and the Processors during market hours, and
the failure of a Member to do so shall not prevent the Primary
Listing Market from initiating a Regulatory Halt in accordance with
the procedures specified herein.

Section 7.2 Hours of Operation of the System.

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

Article VIII.

CAPITAL CONTRUBITIONS; CAPITAL ACCOUNTS

Section 8.1 Capital Accounts.

    (a) A separate capital account (``Capital Account'') shall be
established and maintained by the Company for each Member in
accordance with section 704(b) of the Code and Treasury Regulation
section 1.704-1 (b)(2)(iv). There shall be credited to each Member's
Capital Account (i) the Capital Contributions (at fair market value
in the case of contributed property) made by such Member (which
shall be deemed to be zero for the initial Members), (ii)
allocations of Company profits and gain (or items thereof) to such
Member pursuant to Section [10]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 [10]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 [10]9.2(c). Any special allocations of items
of income or gain pursuant to this Section [10]9.2(d) shall be taken
into account in computing subsequent allocations pursuant to this
Section [10]9.2 so that the net amount of any items so allocated and
all other items allocated to each Member pursuant to this Section
[10]9.2 shall, to the extent possible, be equal to the net amount
that would have been allocated to each such Member pursuant to the
provisions of this Section [10]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[FEDREG][VOL]*[/VOL][NO]*[/NO][DATE]*[/
DATE][NOTICES][NOTICE][PREAMB][AGENCY]*[/AGENCY][SUBJECT]*[/
SUBJECT][/PREAMB][SUPLINF][HED]*[/HED][APPENDIX][HED]*[/HED]
    (e) The entry of a decree of judicial dissolution under Sec.
18-802 of the Delaware Act.

Section 11.2 Liquidation and Distribution.

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

Section 11.3 Termination.

    Each of the Members shall be furnished with a statement prepared
by the independent accountants retained on behalf of the Company,
which shall set forth the assets and liabilities of the Company as
of the date of the final distribution of Company's assets under
Section [10]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 [10]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 or Non-SRO Voting Representative (each, an
``Exculpated Party'') be limited to the maximum extent permitted by
Applicable Law or as otherwise expressly provided herein. In
accordance with the foregoing, the Members hereby acknowledge and
agree that:
    (a) To the maximum extent permitted by Applicable Law or as
otherwise expressly provided herein, no present or former Exculpated
Party or any of such Exculpated Party's Affiliates, heirs,
successors, assigns, agents or representatives shall be liable to
the Company or any Member for any loss suffered in connection with a
breach of any fiduciary duty, errors in judgment or other acts or
omissions by such Exculpated Party; provided, however, that this
provision shall not eliminate or limit the liability of such
Exculpated Party for (i) acts or omissions which involve gross
negligence, willful misconduct or a knowing violation of law, or
(ii) as provided in Section 5.4(d) hereof, losses resulting from
such Exculpated Party's Transaction Reports, Quotation Information
or other information reported to the Processors by such Exculpated
Party (collectively ``Non-Exculpated Items''). Any Exculpated Party
may consult with counsel and accountants in respect of Company
affairs, and provided such Person acts in good faith reliance upon
the advice or opinion of such counsel or accountants, such Person
shall not be liable for any loss suffered in reliance thereon.
    (b) Notwithstanding anything to the contrary contained herein,
whenever in this Agreement or any other agreement contemplated
herein or otherwise, an Exculpated Party is permitted or required to
take any action or to make a decision in its ``sole discretion'' or
``discretion'' or that it deems ``necessary,'' or ``necessary or
appropriate'' or under a grant of similar authority or latitude, the
Exculpated Party may, insofar as Applicable Law permits, make such
decision in its sole discretion (regardless of whether there is a
reference to ``sole discretion'' or ``discretion''). The Exculpated
Party (i) shall be entitled to consider such interests and factors
as it desires (including its own interests), (ii) shall have no duty
or obligation (fiduciary or otherwise) to give any consideration to
any interest of or factors affecting the Company or the Members, and
(iii) shall not be subject to any other or different standards
imposed by this Agreement, or any other agreement contemplated
hereby, under any Applicable Law or in equity.

Section 12.2 Right to Indemnification.

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

Section 12.3 Advance Payment.

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

Section 12.4 Appearance as a Witness.

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

Section 12.5 Nonexclusivity of Rights.

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

Article XIII.

MISCELLANEOUS

Section 13.1 Expenses.

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

Section 13.2 Entire Agreement.

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

Section 13.3 Notices and Addresses.

    Unless otherwise specified herein, all notices, consents,
approvals, reports, designations, requests, waivers, elections, and
other communications (collectively, ``Notices'') authorized or
required to be given pursuant to this Agreement shall be in writing
and may be delivered by certified or registered mail, postage
prepaid, by hand, by any private overnight courier service, or
notification through the Company's web

portal. Such Notices shall be mailed or delivered to the Members at
the addresses set forth on Exhibit A or such other address as a
Member may notify the other Members of in writing. Any Notices to be
sent to the Company shall be delivered to the principal place of
business of the Company or at such other address as the Operating
Committee may specify in a notice sent to all of the Members.
Notices shall be effective (i) if mailed, on the date three days
after the date of mailing, (ii) if hand delivered or delivered by
private courier, on the date of delivery, or (iii) if sent by
through the Company's web portal, on the date sent; provided,
however, that notices of a change of address shall be effective only
upon receipt.

Section 13.4 Governing Law.

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

Section 13.5 Amendments.

    (a) Except as this Agreement otherwise provides, this Agreement
may be modified from time to time when authorized by the Operating
Committee pursuant to Section 4.3, subject to the approval of the
Commission or when such modification otherwise becomes effective
pursuant to Section 11A of the Exchange Act and Rule 608 of
Regulation NMS.
    (b) [Notwithstanding Section 13.5(a), Articles IX, X, XI, and
XII may be modified upon approval by a majority of Members;
provided, however, that Operating Committee approval pursuant to
Section 4.3 will be required for modifications to the allocation of
all items of income, gain, loss, and deduction in accordance with
Exhibit D.
    (c) ]In the case of a Ministerial Amendment, the Chair of the
Company's Operating Committee may modify this Agreement by
submitting to the Commission an appropriate amendment that sets
forth the modification; provided, however, that 48-hours advance
notice of the amendment to the Operating Committee 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.
    [(d)](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.[FEDREG][VOL]*[/VOL][NO]*[/NO][DATE]*[/
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Section 13.9 Headings.

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

Section 13.10 Validity and Severability.

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

Section 13.11 Statutory References.

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

Section 13.12 Modifications to be in Writing.

    This Agreement constitutes the entire understanding of the
parties hereto with respect to the subject matter hereof, and no
amendment, modification or alteration shall be binding unless the
same is in writing and adopted in accordance with the provisions of
Section 13.5.

[Signature Pages Follow]

    IN WITNESS WHEREOF, the undersigned Members have executed this
Agreement as of the day and year first above written.

                                Exhibit A
------------------------------------------------------------------------

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

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Exhibit B

Disclosures

    (a) The Members must respond to the following questions and
instructions:
    (i) Is the Member for profit or not-for-profit? If the Member is
for profit, is it publicly or privately owned? If privately owned,
list any owner with an interest of 5% or more of the Member, where
to the Member's knowledge, such owner, or any affiliate controlling,
controlled by, or under common control with the owner, subscribes,

directly or through a third-party vendor, to CT Feeds and/or Member
PDP.
    (ii) Does the Member offer PDP? If yes, list each product,
describe its content, and provide a link to where fees for each
product are disclosed.
    (iii) Provide the names of the Voting Representative[ and], any
alternate Voting Representatives, and any Member Observers
designated by the Member. Also provide a narrative description of
such [representatives]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 [representatives]persons work in or with the
Member's PDP business, describe such [representatives]persons' roles
and describe how that business and such [representatives]persons'
Company responsibilities impacts their compensation. In addition,
describe how such [representatives]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, [or ]its
alternate Voting Representative, 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.
    (c) The Administrator must respond to the following questions
and instructions:
    (i) Provide a narrative description of the functions directly
performed by senior staff, the administrative services manager, and
the staff that reports to that manager.
    (ii) Does the Administrator provide any services for any
Member's PDP? If yes, what services? Does the Administrator have any
profit or loss responsibility, or licensing responsibility, for a
Member's PDP or any other professional involvement with persons the
Administrator knows are engaged in the Member's PDP business? If so,
describe.
    (iii) List the policies and procedures established to safeguard
Restricted Information, Highly Confidential Information, and
Confidential Information that is applicable to the Administrator.
    (iv) Does the Administrator, or its representatives, have
additional relationships or material economic interests that could
be perceived by a reasonable objective observer to present a
potential conflict of interest with the representatives'
responsibilities to the Company? If so, provide a detailed narrative
discussion of all material facts necessary to identify the potential
conflicts of interest and the effects they may have on the Company.
    (d) The Non-SRO Voting Representatives must respond to the
following questions and instructions:
    (i) Provide the Non-SRO Voting Representative's title and a
brief description of the Non-SRO Voting Representative's role within
the firm as well as any direct responsibilities related to the
procurement of PDP or CT Feeds or the development, dissemination,
sales, or marketing of PDP, and the nature of those responsibilities
sufficient for the public to identify the nature of any potential
conflict of interest that could be perceived by a reasonable
objective observer as having an effect on the operation of the
Company. If such representatives work in or with their employer's
market data business, describe such Non-SRO Voting Representative's
roles and describe how that business impacts their compensation. In
addition, describe how such representatives' responsibilities with
the market data business may present a conflict of interest with
their responsibilities to the Company.
    (ii) Does the Non-SRO Voting Representative have
responsibilities related to the firm's use or procurement of market
data?
    (iii) Does the Non-SRO Voting Representative have
responsibilities related to the firm's trading or brokerage
services?
    (iv) Does the Non-SRO Voting Representative's firm use the CT
Feeds? Does the Non-SRO Voting Representative's firm use a Member's
PDP?
    (v) Does the Non-SRO Voting Representative's firm offer PDP? If
yes, list each product, described its content, and provide
information about the fees for each product.
    (vi) Does the Non-SRO Voting Representative's firm have an
ownership interest of 5% or more in one or more Members? If yes,
list the Member(s).
    (vii) Does the Non-SRO Voting Representative actively
participate in any litigation against the CQ Plan, CTA Plan, UTP
Plan, or the Company?
    (viii) Does the Non-SRO Voting Representative or the Non-SRO
Voting Representative's firm have additional relationships or
material economic interests that could be perceived by a reasonable
objective observer to present a potential conflict of interest with
their responsibilities to the Company. If so, provide a detailed
narrative discussion of all material facts necessary to identify the
potential conflicts of interest and the effects they may have on the
Company.
    (e) Each service provider or subcontractor that has agreed in
writing to provide required disclosures and be treated as a
Disclosing Party shall respond to the following questions and
instructions:
    (i) Is the service provider or subcontractor affiliated with a
Member, Processor, Administrator, or employer of a Non-SRO Voting
Representative? If yes, disclose with whom the person is affiliated
and describe the nature of the affiliation.
    (ii) If the service provider's or subcontractor's compensation
is on a commission basis or is tied to specific metrics, provide a
detailed narrative summary of how compensation is determined for
performing work on behalf of the Company.
    (iii) Is the service provider or subcontractor subject to
policies and procedures (including information barriers) concerning
the protection of confidential information that includes affiliates?
If so, describe. If not, explain their absence.
    (iv) Does the service provider or subcontractor, or its
representative, have additional relationships or material economic
interests that could be perceived by a reasonable objective observer
to present a potential conflict of interest with its
responsibilities to the Company? If so, provide a detailed narrative
discussion of all material facts necessary to identify the potential
conflicts of interest and the effects they may have on the Company.
    (f) The responses to these questions will be posted on the
Company's website. If a Disclosing Party has any material changes in
its responses, the Disclosing Party must promptly update its
disclosures. Additionally, the 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.[FEDREG][VOL]*[/VOL][NO]*[/NO][DATE]*[/
DATE][NOTICES][NOTICE][PREAMB][AGENCY]*[/AGENCY][SUBJECT]*[/
SUBJECT][/PREAMB][SUPLINF][HED]*[/HED][APPENDIX][HED]*[/HED]

Exhibit C

Confidentiality Policy

    (a) Purpose and Scope.
    (i) The purpose of this Confidentiality Policy is to provide
guidance to the Operating Committee, and all subcommittees thereof,
regarding the confidentiality of any data or information (in
physical or electronic form) generated by, accessed by, or

transmitted to the Operating Committee or any subcommittee, as well
as discussions occurring at a meeting of the Operating Committee or
any subcommittee.
    (ii) This Policy applies to all Covered Persons. All Covered
Persons must adhere to the principles set out in this Policy and all
Covered Persons that are natural persons may not receive Company
data and information until they affirm in writing that they have
read this Policy and undertake to abide by its terms.
    (iii) Covered Persons may not disclose Restricted, Highly
Confidential, or Confidential information except as consistent with
this Policy and directed by the Operating Committee.
    (iv) The Administrator and Processors will establish written
confidential information policies that provide for the protection of
information under their control and the control of their Agents,
including policies and procedures that provide systemic controls for
classifying, declassifying, redacting, aggregating, anonymizing, and
safeguarding information, that is in addition to, and not less than,
the protection afforded herein. Such policies will be reviewed and
approved by the Operating Committee pursuant to Section 4.3,
publicly posted, and made available to the Operating Committee for
review and approval every two years thereafter or when changes are
made, whichever is sooner.
    (v) Information will be classified solely based on its content.
    (b) Procedures.
    (i) General
    (A) The Administrator and Processors will be the custodians of
all documents discussed by the Operating Committee and will be
responsible for maintaining the classification of such documents
pursuant to this Policy.
    (B) The Administrator may, under delegated authority, designate
documents as Restricted, Highly Confidential, or Confidential, which
will be determinative unless altered by an affirmative vote of the
Operating Committee pursuant to Section 4.3.
    (C) The Administrator will ensure that all Restricted, Highly
Confidential, or Confidential documents are properly labeled and, if
applicable, electronically safeguarded.
    (D) All contracts between the Company and its Agents shall
require Company information to be treated as Confidential
Information that may not be disclosed to third parties, except as
necessary to effect the terms of the contract or as required by law,
and shall incorporate the terms of this Policy, or terms that are
substantially equivalent or more restrictive, into the contract.
    (ii) Procedures Concerning Restricted Information. Except as
provided below, Covered Persons in possession of Restricted
Information are prohibited from disclosing it to others, including
Agents. This prohibition does not apply to disclosures to the staff
of the SEC or as otherwise required by Applicable Law, or to other
Covered Persons as expressly provided for by this Policy. Restricted
Information will be kept in confidence by the Administrator and
Processors and will not be disclosed to the Operating Committee or
any subcommittee thereof, or during Executive Session, except as
follows:
    (A) If the Administrator determines that it is appropriate to
share a customer's financial information with the Operating
Committee or a subcommittee thereof, the Administrator will first
anonymize the information by redacting the customer's name and any
other information that may lead to the identification of the
customer.
    (B) The Administrator may disclose the identity of a customer
that is the subject of Restricted Information in Executive Session
only if the Administrator determines in good faith that it is
necessary to disclose the customer's identity in order to obtain
input or feedback from the Operating Committee or a subcommittee
thereof about a matter of importance to the Company. In such an
event, the Administrator will change the designation of the
information at issue from ``Restricted Information'' to ``Highly
Confidential Information,'' and its use will be governed by the
procedures for Highly Confidential Information in subparagraph (iii)
below.
    (C) If it determines that doing so is in furtherance of the
interests of the Plan, the Operating Committee may authorize the
disclosure of specified Restricted Information to specific Covered
Persons or third parties. Covered Persons and third parties
authorized by the Operating Committee that receive or have access to
Restricted Information must segregate the information, retain it in
confidence, and use it only in a manner consistent with the terms of
this policy. Authorization shall be on a case-by-case basis, unless
the Operating Committee grants standing approval to disclose
specified recurring information to specific Covered Persons.
    (iii) Procedures Concerning Highly Confidential Information
    (A) Disclosure of Highly Confidential Information:
    (1) Highly Confidential Information may be disclosed in
Executive Session of the Operating Committee or to the subcommittee
established pursuant to Section 4.7(c). Covered Persons in
possession of Highly Confidential Information are prohibited from
disclosing it to others, including Agents, except [to other Covered
Persons who need the Highly Confidential Information to fulfill
their responsibilities to the Company]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), or to other Covered Persons authorized to receive it].
    (2) Highly Confidential Information may be disclosed, as
required by Applicable Law.
    (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) SRO Voting Representatives may share the following types of
Highly Confidential Information with officers of their Member SRO
who have direct or supervisory responsibility for the SRO's
participation in the Company--or with Agents for that Member--
provided that such information may not be used in the development,
modeling, pricing, licensing, or sale of PDP: Information regarding
the Company's contract negotiations with the Processor(s) or
Administrator; communications with, and work-product of, counsel to
the Company; and information concerning personnel matters that
affect the employees of the SRO or of the Company. Each SRO Voting
Representative that shares Highly Confidential Information pursuant
to this subparagraph (4) shall maintain a log reflecting each
instance of such sharing, including the information shared, the
persons receiving the information, and the date the information was
shared. Covered Persons who receive or have access to Highly
Confidential Information pursuant to this subparagraph (4) must
segregate the information, retain it in confidence, and use it only
in a manner consistent with the terms of this policy.
    (5) The Operating Committee may authorize the disclosure of
specified Highly Confidential Information to specific third parties
acting as Agents of the Company. Third parties authorized by the
Operating Committee that receive or have access to Highly
Confidential Information must segregate the information, retain it
in confidence, and use it only in a manner consistent with the goals
of this policy. Authorization shall be on a case-by-case basis,
unless the Operating Committee grants standing approval to allow
disclosure of specified recurring information to specific third
parties.
    [(3)](6) Apart from the foregoing, the Operating Committee has
no power to authorize any other disclosure of Highly Confidential
Information.
    (B) In the event that a Covered Person is determined by an
affirmative vote of the Operating Committee pursuant to this Policy
to have disclosed Highly Confidential Information, the Operating
Committee will determine the appropriate remedy for the breach based
on the facts and circumstances of the event. For an SRO Voting
Representative or Member Observer, remedies include a letter of
complaint submitted to the SEC, which may be made public by the
Operating Committee. For a Non-SRO Voting Representative, remedies
include removal of that Non-SRO Voting Representative.
    (iv) Procedures Concerning Confidential Information
    (A) Confidential Information may be disclosed during a meeting
of the Operating Committee or any subcommittee thereof.
Additionally, a Covered Person may disclose Confidential Information
only to other persons who need to [allow such other persons]receive
such information to fulfill their responsibilities to the
[Company]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. Authorization shall be on a case-
by-case basis, unless the Operating Committee grants standing
approval to allow disclosure of specified recurring information to
specific Covered Persons. Notwithstanding the foregoing, the
Operating Committee will not authorize the disclosure of
Confidential Information that is generated by a Member or Non-SRO
Voting Representative and designated by such Member or Non-SRO
Voting Representative as Confidential, unless such Member or Non-SRO
Voting Representative consents to the disclosure.
    (C) Non-SRO Voting Representatives may be authorized by the
Operating Committee to disclose particular Confidential Information
only in furtherance of the interests of the Company, to enable them
to consult with industry representatives or technical experts,
provided that the Non-SRO Voting Representatives take any steps
requested by the Operating Committee to prevent further
dissemination of that Confidential Information, including providing
the individual(s) consulted with a copy of this Policy and
requesting that person to maintain the confidentiality of such
information in a manner consistent with this policy.
    (D) A Covered Person that is a representative of a Member may be
authorized by the Operating Committee to disclose particular
Confidential Information to other employees or agents of the Member
or its affiliates only in furtherance of the interests of the
Company as needed for such Covered Person to perform his or her
function on behalf of the Company. A copy of this Policy will be
made available to recipients of such information who are employees
or agents of a Member or its affiliates that are not Covered
Persons, who will be required to abide by this Confidentiality
Policy.
    (E) A Covered Person may disclose their own individual views and
statements that may otherwise be considered Confidential Information
without obtaining authorization of the Operating Committee, provided
that in so disclosing, the Covered Person is not disclosing the
views or statements of any other Covered Person or Member that are
considered Confidential Information.
    (F) A person that has reason to believe that Confidential
Information has been disclosed by another without the authorization
of the Operating Committee or otherwise in a manner inconsistent
with this Policy may report such potential unauthorized disclosure
to the Chair of the Operating Committee. In addition, a Covered
Person that discloses Confidential Information without the
authorization of the Operating Committee will report such disclosure
to the Chair of the Operating Committee. Such self-reported
unauthorized disclosure of Confidential Information will be recorded
in the minutes of the meeting of the Operating Committee and will
contain: (a) The name(s) of the person(s) who disclosed such
Confidential Information, and (b) a description of the Confidential
Information disclosed. The name(s) of the person(s) who disclosed
such Confidential Information will also be recorded in any publicly
available summaries of Operating Committee minutes.[FEDREG][VOL]*[/
VOL][NO]*[/NO][DATE]*[/DATE][NOTICES][NOTICE][PREAMB][AGENCY]*[/
AGENCY][SUBJECT]*[/SUBJECT][/PREAMB][SUPLINF][HED]*[/
HED][APPENDIX][HED]*[/HED]

Exhibit D

Distributions

Cost Allocation and Revenue Sharing

    (a) Payments. In accordance with Paragraph (l) of this Exhibit
D, each Member will receive an annual payment (if any) for each
calendar year that is equal to the sum of the Member's Trading
Shares and Quoting Shares (each as defined below), in each Eligible
Security for such calendar year. In the event that total Net
Distributable Operating Income (as defined below) is negative for a
given calendar year, each Member will receive an annual bill for
such calendar year to be determined according to the same formula
(described in this paragraph) for determining annual payments to the
Members. Unless otherwise stated in this agreement, a year shall run
from January 1st to December 31st and quarters shall end on March
31st, June 30th, September 30th, and December 31st. The Company
shall cause the Administrator to provide the Members with written
estimates of each Member's percentage of total volume within five
business days of the end of each calendar month.
    (b) Security Income Allocation. The ``Security Income
Allocation'' for an Eligible Security shall be determined by
multiplying (i) the Net Distributable Operating Income under this
Agreement for the calendar year by (ii) the Volume Percentage for
such Eligible Security (the ``Initial Allocation''), and then adding
or subtracting any amounts specified in the reallocation set forth
below.
    (c) Volume Percentage. The ``Volume Percentage'' for an Eligible
Security shall be determined by dividing (A) the square root of the
dollar volume of Transaction Reports disseminated by the Processors
in such Eligible Security during the calendar year by (B) the sum of
the square roots of the dollar volume of Transaction Reports
disseminated by the Processors in each Eligible Security during the
calendar year.
    (d) Cap on Net Distributable Operating Income. If the Initial
Allocation of Net Distributable Operating Income in accordance with
the Volume Percentage of an Eligible Security equals an amount
greater than $4.00 multiplied by the total number of qualified
Transaction Reports in such Eligible Security during the calendar
year, the excess amount shall be subtracted from the Initial
Allocation for such Eligible Security and reallocated among all
Eligible Securities in direct proportion to the dollar volume of
Transaction Reports disseminated by the Processors in Eligible
Securities during the calendar year. A Transaction Report with a
dollar volume of $5,000 or more shall constitute one qualified
Transaction Report. A Transaction Report with a dollar volume of
less than $5,000 shall constitute a fraction of a qualified
Transaction Report that equals the dollar volume of the Transaction
Report divided by $5,000.
    (e) Trading Share. The ``Trading Share'' of a Member in an
Eligible Security shall be determined by multiplying (i) an amount
equal to fifty percent of the Security Income Allocation for the
Eligible Security by (ii) the Member's Trade Rating in the Eligible
Security.
    (f) Trade Rating. A Member's ``Trade Rating'' in an Eligible
Security shall be determined by taking the average of (A) the
Member's percentage of the total dollar volume of Transaction
Reports disseminated by the Processors in the Eligible Security
during the calendar year, and (B) the Member's percentage of the
total number of qualified Transaction Reports disseminated by the
Processors in the Eligible Security during the calendar year.
    (g) Quoting Share. The ``Quoting Share'' of a Member in an
Eligible Security shall be determined by multiplying (A) an amount
equal to fifty percent of the Security Income Allocation for the
Eligible Security by (B) the Member's Quote Rating in the Eligible
Security.
    (h) Quote Rating. A Member's ``Quote Rating'' in an Eligible
Security shall be determined by dividing (A) the sum of the Quote
Credits earned by the Member in such Eligible Security during the
calendar year by (B) the sum of the Quote Credits earned by all
Members in such Eligible Security during the calendar year.
    (i) Quote Credits. A Member shall earn one ``Quote Credit'' for
each second of time (with a minimum of one full second) multiplied
by dollar value of size that an automated best bid (offer)
transmitted by the Member to the Processors during regular trading
hours is equal to the price of the National Best Bid and Offer in
the Eligible Security and does not lock or cross a previously
displayed ``automated quotation'' (as defined under Rule 600 of
Regulation NMS). The dollar value of size of a quote shall be
determined by multiplying the price of a quote by its size.
    (j) Net Distributable Operating Income. The ``Net Distributable
Operating Income'' for any particular calendar year shall mean:
    (i) all cash revenues, funds and proceeds received by the
Company during such calendar year (other than Capital Contributions
by the Members or amounts paid pursuant to Section 3.7(b) of this
Agreement), including all revenues from (A) the CT Feeds, which
includes the dissemination of information with respect to Eligible
Securities to foreign marketplaces, and (B) FINRA quotation data and
last sale information for securities classified as OTC Equity
Securities under FINRA's Rule 6400 Series (the ``FINRA OTC Data'')
((A) and (B) collectively, the ``Data Feeds''), and (C) any
Membership Fees; less
    (ii) 6.25% of the revenue received by the Company during such
calendar year attributable to the segment of the Data Feeds
reflecting the dissemination of information with respect to Network
C Securities and FINRA OTC Data (but, for the avoidance of doubt,
not including revenue attributable to the segment of the Data Feeds
reflecting the dissemination of information with respect to Network
A Securities and Network B Securities), which amount shall be paid
to

FINRA as compensation for the FINRA OTC Data; \1\ less
---------------------------------------------------------------------------

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

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

Exhibit E

Fees

    To be determined by the Operating Committee under this Agreement

[FR Doc. 2021-17113 Filed 8-10-21; 8:45 am]
BILLING CODE 8011-01-P