with Article V and shall serve as the Plan Processor until its
resignation or removal from such position in accordance with this
Section 6.1. The Company, under the direction of the Operating
Committee shall enter into one or more agreements with the Plan
Processor obligating the Plan Processor to perform the functions and
duties contemplated by this Agreement to be performed by the Plan
Processor, as well as such other functions and duties the Operating
Committee deems necessary or appropriate.
    (b) The Plan Processor may appoint such officers of the Plan
Processor as it deems necessary and appropriate to perform its
functions under this Agreement and SEC Rule 613; provided that the
Plan Processor shall, at a minimum, appoint, in accordance with
Section 6.2: (i) the Chief Compliance Officer; (ii) the Chief
Information Security Officer; and (iii) the Independent Auditor.
Notwithstanding anything to the contrary, the Operating Committee,
by Supermajority Vote, shall approve any appointment or removal of
the Chief Compliance Officer, the Chief Information Security
Officer, or the Independent Auditor.
    (c) The Plan Processor shall develop and, with the prior
approval of the Operating Committee, implement policies, procedures,
and control structures related to the CAT System that are consistent
with SEC Rule 613(e)(4), Appendix C, and Appendix D.
    (d) The Plan Processor shall:
    (i) comply with applicable provisions of 15 U.S.C. Sec.  78u-6
(Securities Whistleblower Incentives and Protection) and the
recordkeeping requirements of SEC Rule 613(e)(8);
    (ii) consistent with Appendix D, Central Repository
Requirements, ensure the effective management and operation of the
Central Repository;
    (iii) consistent with Appendix D, Data Management, ensure the
accuracy of the consolidation of the CAT Data reported to the
Central Repository pursuant to Section 6.3 and Section 6.4; and
    (iv) consistent with Appendix D, Upgrade Process and Development
of New Functionality, design and implement appropriate policies and
procedures governing the determination to develop new functionality
for the CAT including, among other requirements, a mechanism by
which changes can be suggested by Advisory Committee members,
Participants, or the SEC. Such policies and procedures also shall:
(A) provide for the escalation of reviews of proposed technological
changes and upgrades (including as required by Section 6.1(i) and
Section 6.1(j) or as otherwise appropriate) to the Operating
Committee; and (B) address the handling of surveillance, including
coordinated, SEC Rule 17d-2 or Regulatory Service Agreement(s)
(``RSA'') surveillance queries and requests for data.
    (e) Any policy, procedure or standard (and any material
modification or amendment thereto) applicable primarily to the
performance of the Plan Processor's duties as the Plan Processor
(excluding, for the avoidance of doubt, any policies, procedures or
standards generally applicable to the Plan Processor's operations
and employees) shall become effective only upon approval thereof by
the Operating Committee.
    (f) The Plan Processor shall, subject to the prior approval of
the Operating Committee, establish appropriate procedures for
escalation of matters to the Operating Committee.
    (g) In addition to other policies, procedures and standards
generally applicable to the Plan Processor's employees and
contractors, the Plan Processor shall have hiring standards and
shall conduct and enforce background checks (e.g., fingerprint-
based) for all of its employees and contractors to ensure the
protection, safeguarding and security of the facilities, systems,
networks, equipment and data of the CAT System, and shall have an
insider and external threat policy to detect, monitor and remedy
cyber and other threats. Each Participant will also conduct
background checks of its employees and contractors that will use the
CAT System.
    (h) The Plan Processor shall enter into appropriate Service
Level Agreements (``SLAs'') governing the performance of the Central
Repository, as generally described in Appendix D, Functionality of
the CAT System, with the prior approval of the Operating Committee.
The Plan Processor in conjunction with the Operating Committee shall
regularly review and, as necessary, update the SLAs, in accordance
with the terms of the SLAs. As further contemplated in Appendix C,
System Service Level Agreements (SLAs), and in Appendix D, System
SLAs, the Plan Processor may enter into appropriate service level
agreements with third parties applicable to the Plan Processor's
functions related to the CAT System (``Other SLAs''), with the prior
approval of the Operating Committee. The Chief Compliance Officer
and/or the Independent Auditor shall, in conjunction with the Plan
Processor and, as necessary, the Operating Committee, regularly
review and, as necessary, update the Other SLAs, in accordance with
the terms of the applicable Other SLA.
    (i) The Plan Processor shall, on an ongoing basis and consistent
with any applicable policies and procedures, evaluate and implement
potential system changes and upgrades to maintain and improve the
normal day-to-day operating function of the CAT System.
    (j) In consultation with the Operating Committee, the Plan
Processor shall, on an as needed basis and consistent with any
applicable operational and escalation policies and procedures,
implement such material system changes and upgrades as may be
required to ensure effective functioning of the CAT System (i.e.,
those system changes and upgrades beyond the scope contemplated by
Section 6.1(i)).
    (k) In consultation with the Operating Committee, the Plan
Processor shall, on an as needed basis, implement system changes and
upgrades to the CAT System to ensure compliance with any applicable
laws, regulations or rules (including those promulgated by the SEC
or any Participant).
    (l) The Plan Processor shall develop and, with the prior
approval of the Operating Committee, implement a securities trading
policy, as well as necessary procedures, control structures and
tools to enforce this policy. The securities trading policy shall
include:
    (i) the category(ies) of employees, and as appropriate,
contractors, of the Plan Processor to whom the policy will apply;
    (ii) the scope of securities that are allowed or not allowed for
trading;
    (iii) the creation and maintenance of restricted trading lists;
    (iv) a mechanism for declaring new or open account activity;
    (v) a comprehensive list of any exclusions to the policy (e.g.,
blind trust, non-discretionary accounts);
    (vi) requirements for duplicative records to be received by the
Plan Processor for periodic review; and
    (vii) a mechanism to review employee trading accounts.
    (m) The Plan Processor shall develop and, with the prior
approval of the Operating Committee, implement a training program
that addresses the security and confidentiality of all information
accessible from the CAT, as well as the operational risks associated
with accessing the Central Repository. The training program will be
made available to all individuals who have access to the Central
Repository on behalf of the Participants or the SEC, prior to such
individuals being granted access to the Central Repository.
    (n) The Operating Committee will review the Plan Processor's
performance under this Agreement at least once each year, or more
often than once each year upon the request of two Participants that
are not Affiliated Participants. The Operating Committee shall
notify the SEC of any determination made by the Operating Committee
concerning the continuing engagement of the Plan Processor as a
result of the Operating Committee's review of the Plan Processor and
shall provide the SEC with a copy of any reports that may be
prepared in connection therewith.
    (o) The Plan Processor shall provide the Operating Committee
regular reports on the CAT System's operation and maintenance. The
reports shall address:
    (i) operational performance management information regarding the
capacity and performance of the CAT System as specified by the
Operating Committee. Such reports shall at a minimum address:
    (A) the capacity and performance of the Central Repository,
including at a minimum

the requirements set forth in Appendix D, Central Repository
Requirements;
    (B) the basic functionality of the CAT System, including the
functions set forth in Appendix D, Functionality of the CAT System.
    (ii) data security issues for the Plan Processor and the Central
Repository taking into account the data security requirements set
forth in Appendix D, Data Security;
    (iii) Participant usage statistics for the Plan Processor and
the Central Repository, including capacity planning studies and
daily reports called for by Appendix D, Capacity Requirements, as
well as business continuity planning and disaster recovery issues
for the Plan Processor and the Central Repository, taking into
account the business continuity planning and disaster recovery
requirements set forth in Appendix D, BCP/DR Process;
    (iv) system improvement issues with the Plan Processor and the
Central Repository as contemplated by Appendix D, Upgrade Process
and Development of New Functionality;
    (v) Error Rates relating to the Central Repository,\3682\
including, in each case to the extent the Operating Committee
determines necessary or advisable, Error Rates by day and by delta
over time, and Compliance Thresholds by CAT Reporter, by Reportable
Event, by age before resolution, by symbol, by symbol type (e.g.,
ETF and Index) and by event time (by hour and cumulative on the
hour) as set forth in Appendix C, Error Communication, Correction,
and Processing;
---------------------------------------------------------------------------

    \3682\ This Error Rate includes errors by CAT Reporters and
linkage validation errors. In addition, errors attributable to the
Plan Processor will be memorialized and reported to the Operating
Committee.
---------------------------------------------------------------------------

    (vi) financial statements of the Plan Processor prepared in
accordance with GAAP (A) audited by an independent public accounting
firm or (B) certified by the Plan Processor's Chief Financial
Officer (which financial statements contemplated by this Section
6.1(o)(vi) shall be provided no later than [90] 180 days after the
Plan Processor's fiscal year end);
    (vii) continued solvency of the Plan Processor;
    (viii) budgetary status of any items subject to Section
6.2(a)(ii);
    (ix) internal audit analysis and the status of any internal
audit related deliverables; and
    (x) additional items as requested by the Operating Committee,
any Officer of the Company, or the Independent Auditor.
    (p) Upon the request of the Operating Committee or any
Subcommittee, the Plan Processor shall attend any meeting of the
Operating Committee or such Subcommittee.
    (q) The Operating Committee, by Supermajority Vote, may remove
the Plan Processor from such position at any time.
    (r) The Operating Committee may, by Majority Vote, remove the
Plan Processor from such position at any time if it determines that
the Plan Processor has failed to perform its functions in a
reasonably acceptable manner in accordance with the provisions of
this Agreement or that the Plan Processor's expenses have become
excessive and are not justified. In making such determination, the
Operating Committee shall consider, among other factors: (i) the
reasonableness of the Plan Processor's response to requests from
Participants or the Company for technological changes or
enhancements; (ii) results of any assessments performed pursuant to
Section 6.6; (iii) the timeliness of conducting preventative and
corrective information technology system maintenance for reliable
and secure operations; (iv) compliance with requirements of Appendix
D; and (v) such other factors related to experience, technological
capability, quality and reliability of service, costs, back-up
facilities, failure to meet service level agreement(s) and
regulatory considerations as the Operating Committee may determine
to be appropriate.
    (s) The Plan Processor may resign from such position; provided
that no such resignation shall be effective earlier than two (2)
years (or such other shorter period as may be determined by the
Operating Committee by Supermajority Vote) after the Plan Processor
provides written notice of such resignation to the Company.
    (t) The Operating Committee, by Supermajority Vote, shall fill
any vacancy in the Plan Processor position, and shall establish a
Plan Processor Selection Subcommittee in accordance with Section
4.12 to evaluate and review Bids and make a recommendation to the
Operating Committee with respect to the selection of the successor
Plan Processor. Any successor Plan Processor appointed pursuant to
this Section 6.1(t) shall be subject to all the terms and conditions
of this Agreement applicable to the Plan Processor commencing from
such appointment effective date.
    (u) The Plan Processor shall afford to Participants and the
Commission such access to the Representatives of the Plan Processor
as any Participant or the Commission may [reasonably] request solely
for the purpose of performing such Person's regulatory and oversight
responsibilities pursuant to the federal securities laws, rules, and
regulations or any contractual obligations, and shall direct such
Representatives to [reasonably] cooperate with any inquiry,
investigation, or proceeding conducted by or on behalf of any
Participant or the Commission related to such purpose.
    Section 6.2. Chief Compliance Officer and Chief Information
Security Officer.
    (a) Chief Compliance Officer.
    (i) The Plan Processor shall designate an employee of the Plan
Processor to serve, subject to the approval of the Operating
Committee by Supermajority Vote, as the Chief Compliance Officer.
The Plan Processor shall also designate at least one other employee
(in addition to the person then serving as Chief Compliance
Officer), which employee the Operating Committee has previously
approved, to serve temporarily as the Chief Compliance Officer if
the employee then serving as the Chief Compliance Officer becomes
unavailable or unable to serve in such capacity (including by reason
of injury or illness). Any person designated to serve as the Chief
Compliance Officer (including to serve temporarily) shall be
appropriately qualified to serve in such capacity based on the
duties and responsibilities assigned to the Chief Compliance Officer
under this Agreement and shall dedicate such person's entire working
time to such service (or temporary service) (except for any time
required to attend to any incidental administrative matters related
to such person's employment with the Plan Processor that do not
detract in any material respect from such person's service as the
Chief Compliance Officer). The Plan Processor may, at its
discretion: (A) designate another employee previously approved by
the Operating Committee by Supermajority Vote to serve in such
capacity to temporarily serve as the Chief Compliance Officer if the
employee then serving as the Chief Compliance Officer becomes
unavailable or unable to serve as the Chief Compliance Officer
(including by reason of injury or illness) for a period not in
excess of thirty (30) days; or (B) designate another employee of the
Plan Processor to replace, subject to approval of the Operating
Committee by a Supermajority Vote, the Chief Compliance Officer. The
Plan Processor shall promptly designate another employee of the Plan
Processor to replace, subject to the approval of the Operating
Committee by Supermajority Vote, the Chief Compliance Officer if the
Chief Compliance Officer's employment with the Plan Processor
terminates or the Chief Compliance Officer is otherwise unavailable
or unable to serve as the Chief Compliance Officer (including by
reason of injury or illness) for a period in excess of thirty (30)
days. The Operating Committee shall report any action taken pursuant
to Section 6.2(a)(i) to the SEC.
    (ii) The Plan Processor, subject to the oversight of the
Operating Committee, shall ensure that the Chief Compliance Officer
has appropriate resources to fulfill the obligations of the Chief
Compliance Officer set forth in SEC Rule 613 and in this Agreement.
    (iii) In respect of all duties and responsibilities of the Chief
Compliance Officer in such capacity (including those set forth in
this Agreement), the Chief Compliance Officer shall be directly
responsible and shall directly report to the Operating Committee,
notwithstanding that he or she is employed by the Plan Processor.
    (iv) The compensation (including base salary and bonus) of the
Chief Compliance Officer shall be payable by the Plan Processor, but
subject to review and approval by the Operating Committee, and the
Operating Committee shall render the Chief Compliance Officer's
annual performance review.
    (v) The Chief Compliance Officer shall:
    (A) regularly review the operation of the Central Repository to
ensure its continued effectiveness based on market and technological
developments and consistent with Appendix D, Upgrade Process and
Development of New Functionality, and make any appropriate
recommendations for enhancements to the nature of the information
collected and the manner in which it is processed;
    (B) identify and assist the Company in retaining an
appropriately qualified independent auditor of national recognition
(subject to the approval of the Operating

Committee by Supermajority Vote, the ``Independent Auditor'') and,
in collaboration with such Independent Auditor, create and implement
an annual audit plan (subject to the approval of the Operating
Committee) which shall at a minimum include a review of all Plan
Processor policies, procedures and control structures;
    (C) in collaboration with the Chief Information Security
Officer, and consistent with Appendix D, Data Security, and any
other applicable requirements related to data security, Customer
Account Information and Customer Identifying Information, identify
and assist the Company in retaining an appropriately qualified
independent auditor (based on specialized technical expertise, which
may be the Independent Auditor or subject to the approval of the
Operating Company by Supermajority Vote, another appropriately
qualified independent auditor), and in collaboration with such
independent auditor, create and implement an annual audit plan
(subject to the approval of the Operating Committee), which shall at
a minimum include a review of all Plan Processor policies,
procedures and control structures, and real time tools that monitor
and address data security issues for the Plan Processor and the
Central Repository;
    (D) have the ability to hire or retain adequate resources as
needed (e.g., advisors and counsel) to fulfill its obligations;
    (E) perform reviews with respect to the matters referenced in
Section 4.12(b) and report periodically, and on an as needed basis,
to the Operating Committee concerning the findings of any such
reviews;
    (F) report to the Operating Committee and conduct any relevant
review of the Plan Processor or the Central Repository requested by
the Operating Committee, including directing internal or external
auditors, as appropriate, to support any such review;
    (G) perform and provide the regular written assessment to the
SEC required by Section 6.6 and SEC Rule 613;
    (H) regularly review the information security program developed
and maintained by the Plan Processor pursuant to Section 6.12 and
determine the frequency of such reviews;
    (I) report in a timely manner to the Operating Committee any
instances of non-compliance by the Plan Processor with any of the
Central Repository's policies or procedures with respect to
information security;
    (J) conduct regular monitoring of the CAT System for compliance
by each Participant and each Industry Member with SEC Rule 613, this
Agreement and Appendix D, Reporting and Linkage Requirements, and
provide the results: (1) with regard to Industry Members, to each
Participant with oversight of such Industry Member or to such
Participant's agent pursuant to a regulatory services agreement, or
to the Participant responsible for enforcing compliance by such
Industry Member pursuant to an agreement entered into by the
applicable Participant pursuant to SEC Rule 17d-2; and (2) with
regard to each Participant, to the chief regulatory officer or
equivalent of such Participant;
    (K) develop a mechanism to conduct regular monitoring of the CAT
System for compliance by each Participant with SEC Rule 613, this
Agreement, and Appendix D, Reporting and Linkage Requirements;
    (L) develop and implement a notification and escalation process
to resolve and remediate any alleged noncompliance by a Participant
or Industry Member with the rules of the CAT, which process will
include appropriate notification and order of escalation to a
Participant, the Operating Committee, or the Commission;
    (M) develop and conduct an annual assessment of Business Clock
synchronization as specified in Section 6.8(c);
    (N) have access to Plan Processor staff and documentation as
appropriate to fulfill its obligations;
    (O) have access to the Operating Committee, including attending
all regular, special and emergency meetings of the Operating
Committee as a non-voting observer; provided, however, that the
Chief Compliance Officer shall not have the right to attend any
Executive Session that the Operating Committee may hold;
    (P) work on a more regular and frequent basis with the
Compliance Subcommittee or other Subcommittee as may be determined
by the Operating Committee; and
    (Q) oversee the Plan Processor's compliance with applicable
laws, rules and regulations related to the CAT System, in its
capacity as Plan Processor.
    (b) Chief Information Security Officer.
    (i) The Plan Processor shall designate an employee of the Plan
Processor to serve, subject to the approval of the Operating
Committee by Supermajority Vote, as the Chief Information Security
Officer. The Plan Processor shall also designate at least one other
employee (in addition to the person then serving as Chief
Information Security Officer), which employee the Operating
Committee has previously approved, to serve temporarily as the Chief
Information Security Officer if the employee then serving as the
Chief Information Security Officer becomes unavailable or unable to
serve in such capacity (including by reason of injury or illness).
Any person designated to serve as the Chief Information Security
Officer (including to serve temporarily) shall be appropriately
qualified to serve in such capacity based on the duties and
responsibilities assigned to the Chief Information Security Officer
under this Agreement and shall dedicate such person's entire working
time to such service (or temporary service) (except for any time
required to attend to any incidental administrative matters related
to such person's employment with the Plan Processor that do not
detract in any material respect from such person's service as the
Chief Information Security Officer). The Plan Processor may, at its
discretion: (A) designate another employee previously approved by
the Operating Committee by Supermajority Vote to serve in such
capacity to temporarily serve as the Chief Information Security
Officer if the employee then serving as Chief Information Security
Officer becomes unavailable or unable to serve as Chief Information
Security Officer (including by reason of injury or illness) for a
period not in excess of thirty (30) days; or (B) designate another
employee of the Plan Processor to replace, subject to approval of
the Operating Committee by a Supermajority Vote, the Chief
Information Security Officer. The Plan Processor shall promptly
designate another employee of the Plan Processor to replace, subject
to the approval of the Operating Committee by Supermajority Vote,
the Chief Information Security Officer if the Chief Information
Security Officer's employment with the Plan Processor terminates or
the Chief Information Security Officer is otherwise unavailable or
unable to serve as Chief Information Security Officer (including by
reason of injury or illness) for a period in excess of thirty (30)
days. The Operating Committee shall report any action taken pursuant
to Section 6.2(b)(i) to the SEC.
    (ii) The Plan Processor, subject to the oversight of the
Operating Committee, shall ensure that the Chief Information
Security Officer has appropriate resources to fulfill the
obligations of the Chief Information Security Officer set forth in
SEC Rule 613 and in this Agreement, including providing appropriate
responses to questions posed by the Participants and the SEC.
    (iii) In respect of all duties and responsibilities of the Chief
Information Security Officer in such capacity (including those set
forth in this Agreement), the Chief Information Security Officer
shall be directly responsible and directly report to the Operating
Committee, notwithstanding that he or she is employed by the Plan
Processor.
    (iv) The compensation (including base salary and bonus) of the
Chief Information Security Officer shall be payable by the Plan
Processor, but subject to review and approval by the Operating
Committee, and the Operating Committee shall render the Chief
Information Security Officer's annual performance review.
    (v) Consistent with Appendices C and D, the Chief Information
Security Officer shall be responsible for creating and enforcing
appropriate policies, procedures, and control structures to monitor
and address data security issues for the Plan Processor and the
Central Repository including:
    (A) data security, including the standards set forth in Appendix
D, Data Security;
    (B) connectivity and data transfer, including the standards set
forth in Appendix D, Connectivity and Data Transfer;
    (C) data encryption, including the standards set forth in
Appendix D, Data Encryption;
    (D) data storage and environment, including the standards set
forth in Appendix D, Data Storage and Environment;
    (E) data access and breach management, including the standards
set forth in Appendix D, Data Access, and Appendix D, Breach
Management;
    (F) PII data requirements, including the standards set forth in
Appendix D, PII Data Requirements;
    (G) industry standards, including the standards set forth in
Appendix D, Industry Standards; and
    (H) penetration test reviews, which shall occur at least every
year or earlier, or at the request of the Operating Committee, set
forth in Appendix D, Data Storage and Environment.

    (vi) At regular intervals, to the extent that such information
is available to the Company, the Chief Information Security Officer
shall report to the Operating Committee the activities of the
Financial Services Information Sharing and Analysis Center (``FS-
ISAC'') or other comparable body.
    (vii) The Chief Information Security Officer shall review the
information security policies and procedures of the Participants
that are related to the CAT to ensure that such policies and
procedures are comparable to the information security policies and
procedures applicable to the Central Repository. If the Chief
Information Security Officer, in consultation with the Chief
Compliance Officer, finds that any such policies and procedures are
not comparable to the policies and procedures applicable to the CAT
System, and the issue is not promptly addressed by the applicable
Participant, the Chief Information Security Officer, in consultation
with the Chief Compliance Officer, will be required to notify the
Operating Committee of such deficiencies.
    Section 6.3. Data Recording and Reporting by Participants. This
Section 6.3 shall become effective on the first anniversary of the
Effective Date and shall remain effective thereafter until modified
or amended in accordance with the provisions of this Agreement and
applicable law.
    (a) Format. As contemplated in Appendix D, Data Types and
Sources, each Participant shall report Participant Data to the
Central Repository for consolidation and storage in a format or
formats specified by the Plan Processor, approved by the Operating
Committee and compliant with SEC Rule 613.
    (b) Timing of Recording and Reporting.
    (i) As further described in Appendix D, Reporting and Linkage
Requirements, each Participant shall record Participant Data
contemporaneously with the applicable Reportable Event.
    (ii) Each Participant shall report Participant Data to the
Central Repository by 8:00 a.m. Eastern Time on the Trading Day
following the day the Participant records such Participant Data. A
Participant may voluntarily report Participant Data prior to the
8:00 a.m. Eastern Time deadline.
    (c) Applicable Securities.
    (i) Each Participant that is a national securities exchange
shall report Participant Data for each NMS Security registered or
listed for trading on such exchange or admitted to unlisted trading
privileges on such exchange.
    (ii) Each Participant that is a national securities association
shall report Participant Data for each Eligible Security for which
transaction reports are required to be submitted to such
association.
    (d) Participant Data. Subject to Section 6.3(c), and Appendix D,
Reporting and Linkage Requirements, and in accordance with the
Technical Specifications, each Participant shall record and
electronically report to the Central Repository the following
details for each order and each Reportable Event, as applicable
(``Participant Data''):
    (i) for original receipt or origination of an order:
    (A) Firm Designated ID(s) for each Customer;
    (B) CAT-Order-ID;
    (C) SRO-Assigned Market Participant Identifier of the Industry
Member receiving or originating the order;
    (D) date of order receipt or origination;
    (E) time of order receipt or origination (using timestamps
pursuant to Section 6.8); and
    (F) Material Terms of the Order;
    (ii) for the routing of an order:
    (A) CAT-Order-ID;
    (B) date on which the order is routed;
    (C) time at which the order is routed (using timestamps pursuant
to Section 6.8);
    (D) SRO-Assigned Market Participant Identifier of the Industry
Member or Participant routing the order;
    (E) SRO-Assigned Market Participant Identifier of the Industry
Member or Participant to which the order is being routed;
    (F) if routed internally at the Industry Member, the identity
and nature of the department or desk to which the order is routed;
and
    (G) Material Terms of the Order;
    (iii) for the receipt of an order that has been routed, the
following information:
    (A) CAT-Order-ID;
    (B) date on which the order is received;
    (C) time at which the order is received (using timestamps
pursuant to Section 6.8);
    (D) SRO-Assigned Market Participant Identifier of the Industry
Member or Participant receiving the order;
    (E) SRO-Assigned Market Participant Identifier of the Industry
Member or Participant routing the order; and
    (F) Material Terms of the Order;
    (iv) if the order is modified or cancelled:
    (A) CAT-Order-ID;
    (B) date the modification or cancellation is received or
originated;
    (C) time at which the modification or cancellation is received
or originated (using timestamps pursuant to Section 6.8);
    (D) price and remaining size of the order, if modified;
    (E) other changes in the Material Terms of the Order, if
modified; and
    (F) whether the modification or cancellation instruction was
given by the Customer or was initiated by the Industry Member or
Participant;
    (v) if the order is executed, in whole or in part:
    (A) CAT-Order-ID;
    (B) date of execution;
    (C) time of execution (using timestamps pursuant to Section
6.8);
    (D) execution capacity (principal, agency or riskless
principal);
    (E) execution price and size;
    (F) SRO-Assigned Market Participant Identifier of the
Participant or Industry Member executing the order;
    (G) whether the execution was reported pursuant to an effective
transaction reporting plan or the Plan for Reporting of Consolidated
Options Last Sale Reports and Quotation Information; and
    (vi) other information or additional events as may be prescribed
in Appendix D, Reporting and Linkage Requirements.
    (e) CAT-Reporter-ID.
    (i) Each Participant must submit to the Central Repository, on a
daily basis,
    (A) all SRO-Assigned Market Participant Identifiers used by its
Industry Members or itself; and[ as well as]
    (B) information to identify (1) each such Industry Member,
including CRD number and LEI [the corresponding market participant
(e.g., CRD number, or LEI) to the Central Repository] if such LEI
has been obtained, and itself, including LEI, if such LEI has been
obtained.
    (ii) The Plan Processor will use the SRO-Assigned Market
Participant Identifiers and identifying information to assign a CAT-
Reporter-ID to each Industry Member or Participant for internal use
across all CAT Data in the Central Repository.
    (f) Means of Transmission. As contemplated in Appendix D, each
Participant may utilize such methods as may be provided by the Plan
Processor and approved by the Operating Committee to transmit
Participant Data to the Central Repository.
    Section 6.4. Data Reporting and Recording by Industry Members.
The requirements for Industry Members under this Section 6.4 shall
become effective on the second anniversary of the Effective Date in
the case of Industry Members other than Small Industry Members, or
the third anniversary of the Effective Date in the case of Small
Industry Members, and shall remain effective thereafter until
modified or amended in accordance with the provisions of this
Agreement and applicable law.
    (a) Format. As contemplated in Appendix D, Data Types and
Sources, each Participant shall, through its Compliance Rule,
require its Industry Members to report Industry Member Data to the
Central Repository for consolidation and storage in a format or
formats specified by the Plan Processor, approved by the Operating
Committee and compliant with SEC Rule 613.
    (b) Timing of Recording and Reporting.
    (i) As further described in Appendix D, Reporting and Linkage
Requirements, each Participant shall, through its Compliance Rule,
require its Industry Members to record Recorded Industry Member Data
contemporaneously with the applicable Reportable Event.
    (ii) Consistent with Appendix D, Reporting and Linkage
Requirements, each Participant shall, through its Compliance Rule,
require its Industry Members to report: (A) Recorded Industry Member
Data to the Central Repository by 8:00 a.m. Eastern Time on the
Trading Day following the day the Industry Member records such
Recorded Industry Member Data; and (B) Received Industry Member Data
to the Central Repository by 8:00 a.m. Eastern Time on the Trading
Day following the day the Industry Member receives such Received
Industry Member Data. Each Participant shall, through its Compliance
Rule, permit its Industry Members to voluntarily report Industry
Member Data prior to the applicable 8:00 a.m. Eastern Time deadline.
    (c) Applicable Securities.
    (i) Each Participant that is a national securities exchange
shall, through its

Compliance Rule, require its Industry Members to report Industry
Member Data for each NMS Security registered or listed for trading
on such exchange or admitted to unlisted trading privileges on such
exchange.
    (ii) Each Participant that is a national securities association
shall, through its Compliance Rule, require its Industry Members to
report Industry Member Data for each Eligible Security for which
transaction reports are required to be submitted to such
association.
    (d) Required Industry Member Data.
    (i) Subject to Section 6.4(c) and Section 6.4(d)(iii) with
respect to Options Market Makers, and consistent with Appendix D,
Reporting and Linkage Requirements, and the Technical
Specifications, each Participant shall, through its Compliance Rule,
require its Industry Members to record and electronically report to
the Central Repository for each order and each Reportable Event the
information referred to in Section 6.3(d), as applicable (``Recorded
Industry Member Data'').
    (ii) Subject to Section 6.4(c) and Section 6.4(d)(iii) with
respect to Options Market Makers, and consistent with Appendix D,
Reporting and Linkage Requirements, and the Technical
Specifications, each Participant shall, through its Compliance Rule,
require its Industry Members to record and report to the Central
Repository the following, as applicable (``Received Industry Member
Data'' and collectively with the information referred to in Section
6.4(d)(i) ``Industry Member Data''):
    (A) if the order is executed, in whole or in part:
    (1) An Allocation Report;
    (2) SRO-Assigned Market Participant Identifier of the clearing
broker or prime broker, if applicable; and
    (3) CAT-Order-ID of any contra-side order(s);
    (B) if the trade is cancelled, a cancelled trade indicator; and
    (C) for original receipt or origination of an order, the Firm
Designated ID for the relevant Customer, and in accordance with
Section 6.4(d)(iv), Customer Account Information[,] and Customer
Identifying Information for the relevant Customer.
    (iii) With respect to the reporting obligations of an Options
Market Maker with regard to its quotes in Listed Options, Reportable
Events required pursuant to Section 6.3(d)(ii) and (iv) shall be
reported to the Central Repository by an Options Exchange in lieu of
the reporting of such information by the Options Market Maker. Each
Participant that is an Options Exchange shall, through its
Compliance Rule, require its Industry Members that are Options
Market Makers to report to the Options Exchange the time at which a
quote in a Listed Option is sent to the Options Exchange (and, if
applicable, any subsequent quote modifications and/or cancellation
time when such modification or cancellation is originated by the
Options Market Maker). Such time information also shall be reported
to the Central Repository by the Options Exchange in lieu of
reporting by the Options Market Maker.
    (iv) Each Industry Member must submit an initial set of the
Customer information required in Section 6.4(d)(ii)(C) for Active
Accounts to the Central Repository upon the Industry Member's
commencement of reporting to the Central Repository. Each Industry
Member must submit to the Central Repository any updates, additions
or other changes to the Customer information required in Section
6.4(d)(ii)(C) on a daily basis for all Active Accounts [thereafter].
In addition, on a periodic basis as designated by the Plan Processor
and approved by the Operating Committee, each Industry Member will
be required to submit to the Central Repository a complete set of
all Customer information required in Section 6.4(d)(ii)(C). The Plan
Processor will correlate such Customer information across all
Industry Members, use it to assign a Customer-ID for each Customer,
and use the Customer-ID to link all Reportable Events associated
with an order for a Customer.
    (v) Each Participant shall, through its Compliance Rule, require
its Industry Members to record and report to the Central Repository
other information or additional events as may be prescribed in
Appendix D, Reporting and Linkage Requirements.
    (vi) Each Industry Member must submit to the Central Repository
information sufficient to identify such Industry Member, including
CRD number and LEI, if such LEI has been obtained [(e.g., CRD, or
LEI)].
    (e) Means of Transmission. As contemplated in Appendix D, Data
Types and Sources, each Industry Member may utilize such methods as
may be provided by the Plan Processor and approved by the Operating
Committee to transmit Industry Member Data to the Central
Repository.
    Section 6.5. Central Repository.
    (a) Collection of Data.
    (i) The Central Repository, under the oversight of the Plan
Processor, and consistent with Appendix D, Central Repository
Requirements, shall receive, consolidate, and retain all CAT Data.
    (ii) The Central Repository shall collect (from a SIP or
pursuant to an NMS Plan) and retain on a current and continuing
basis, in a format compatible with the Participant Data and Industry
Member Data, all data, including the following (collectively, ``SIP
Data''):
    (A) information, including the size and quote condition, on
quotes including the National Best Bid and National Best Offer for
each NMS Security;
    (B) Last Sale Reports and transaction reports reported pursuant
to an effective transaction reporting plan filed with the SEC
pursuant to, and meeting the requirements of, SEC Rules 601 and 608;
    (C) trading halts, Limit Up/Limit Down price bands, and Limit
Up/Limit Down indicators; and
    (D) summary data or reports described in the specifications for
each of the SIPs and disseminated by the respective SIP.
    (b) Retention of Data.
    (i) Consistent with Appendix D, Data Retention Requirements, the
Central Repository shall retain the information collected pursuant
to paragraphs (c)(7) and (e)(7) of SEC Rule 613 in a convenient and
usable standard electronic data format that is directly available
and searchable electronically without any manual intervention by the
Plan Processor for a period of not less than six (6) years. Such
data when available to the Participant regulatory staff and the SEC
shall be linked.
    (ii) The Plan Processor shall implement and comply with the
records retention policy contemplated by Section 6.1(d)(i) (as such
policy is reviewed and updated periodically in accordance with
Section 6.1(d)(i)).
    (c) Access to the Central Repository
    (i) Consistent with Appendix D, Data Access, the Plan Processor
shall provide Participants and the SEC access to the Central
Repository (including all systems operated by the Central
Repository), and access to and use of the CAT Data stored in the
Central Repository, solely for the purpose of performing their
respective regulatory and oversight responsibilities pursuant to the
federal securities laws, rules and regulations or any contractual
obligations.
    (ii) The Plan Processor shall create and maintain a method of
access to CAT Data stored in the Central Repository that includes
the ability to run searches and generate reports. The method in
which the CAT Data is stored in the Central Repository shall allow
the ability to return results of queries that are complex in nature,
including market reconstruction and the status of order books at
varying time intervals.
    (iii) The Plan Processor shall, at least annually and at such
earlier time promptly following a request by the Operating
Committee, certify to the Operating Committee that only Participants
and the SEC have access to the Central Repository (other than access
provided to any Industry Member for the purpose of correcting CAT
Data previously reported to the Central Repository by such Industry
Member).
    (iv) Appendix C, The Security and Confidentiality of Information
Reported to the Central Repository, and Appendix D, Data Security,
describes the security and confidentiality of the CAT Data,
including how access to the Central Repository is controlled.
    (d) Data Accuracy
    (i) The Operating Committee shall set and periodically review a
maximum Error Rate for data reported to the Central Repository. The
initial maximum Error Rate shall be set to 5%.
    (ii) Consistent with Appendix D, Reporting and Linkage
Requirements and Data Security, the Operating Committee shall adopt
policies and procedures, including standards, requiring CAT Data
reported to the Central Repository be timely, accurate, and
complete, and to ensure the integrity of such CAT Data (e.g., that
such CAT Data has not been altered and remains reliable). The Plan
Processor shall be responsible for implementing such policies and
procedures.
    (iii) Appendix D, Receipt of Data from Reporters, describes the
mechanisms and protocols for Participant Data and Industry Member
Data submission for all key phases, including:
    (A) file transmission and receipt validation;
    (B) validation of CAT Data; and
    (C) validation of linkages.
    (e) Appendix D, Receipt of Data from Reporters, also describes
the mechanisms

and protocols for managing and handling corrections of CAT Data. The
Plan Processor shall require an audit trail for corrected CAT Data
in accordance with mechanisms and protocols approved by the
Operating Committee.
    (f) Data Confidentiality
    (i) The Plan Processor shall, without limiting the obligations
imposed on Participants by this Agreement and in accordance with the
framework set forth in, Appendix D, Data Security, and Functionality
of the CAT System, be responsible for the security and
confidentiality of all CAT Data received and reported to the Central
Repository. Without limiting the foregoing, the Plan Processor
shall:
    (A) require all individuals who have access to the Central
Repository (including the respective employees and consultants of
the Participants and the Plan Processor, but excluding employees and
Commissioners of the SEC) to agree: (1) to use appropriate
safeguards to ensure the confidentiality of CAT Data stored in the
Central Repository; and (2) not to use CAT Data stored in the
Central Repository for purposes other than surveillance and
regulation in accordance with such individual's employment duties;
provided that a Participant will be permitted to use the [CAT] Raw
Data it reports to the Central Repository for regulatory,
surveillance, commercial or other purposes as permitted by
applicable law, rule, or regulation;
    (B) require all individuals who have access to the Central
Repository (including the respective employees and consultants of
the Participants and the Plan Processor, but excluding employees and
Commissioners of the SEC) to execute a personal ``Safeguard of
Information Affidavit'' in a form approved by the Operating
Committee providing for personal liability for misuse of data;
    (C) develop and maintain a comprehensive information security
program with a dedicated staff for the Central Repository,
consistent with Appendix D, Data Security, that employs state of the
art technology, which program will be regularly reviewed by the
Chief Compliance Officer and Chief Information Security Officer;
    (D) implement and maintain a mechanism to confirm the identity
of all individuals permitted to access the CAT Data stored in the
Central Repository and maintain a record of all instances where such
CAT Data was accessed; and
    (E) implement and maintain appropriate policies regarding
limitations on trading activities of its employees and independent
contractors involved with all CAT Data consistent with Section
6.1(n).
    (ii) Each Participant shall adopt and enforce policies and
procedures that:
    (A) implement effective information barriers between such
Participant's regulatory and non-regulatory staff with regard to
access and use of CAT Data stored in the Central Repository;
    (B) permit only persons designated by Participants to have
access to the CAT Data stored in the Central Repository; and
    (C) impose penalties for staff non-compliance with any of its or
the Plan Processor's policies or procedures with respect to
information security.
    (iii) Each Participant [and the Commission, as applicable,]
shall as promptly as reasonably practicable, and in any event within
24 hours, report to the Chief Compliance Officer, in accordance with
the guidance provided by the Operating Committee, any instance of
which such Participant becomes aware of: (A) noncompliance with the
policies and procedures adopted by such Participant pursuant to
Section 6.5(e)(ii); or (B) a breach of the security of the CAT.
    (iv) The Plan Processor shall:
    (A) ensure data confidentiality and security during all
communications between CAT Reporters and the Plan Processor, data
extractions, manipulation and transformation, loading to and from
the Central Repository and data maintenance by the Central
Repository;
    (B) require the establishment of secure controls for data
retrieval and query reports by Participant regulatory staff [and the
Commission]; and
    (C) otherwise provide appropriate database security for the
Central Repository.
    (v) The Company shall endeavor to join the FS-ISAC and
comparable bodies as the Operating Committee may determine.
    (g) Participants Confidentiality Policies and Procedures. The
Participants shall establish, maintain and enforce written policies
and procedures reasonably designed to (1) ensure the confidentiality
of the CAT Data obtained from the Central Repository; and (2) limit
the use of CAT Data obtained from the Central Repository solely for
surveillance and regulatory purposes. Each Participant shall
periodically review the effectiveness of the policies and procedures
required by this paragraph, and take prompt action to remedy
deficiencies in such policies and procedures.
    (h) A Participant may use the Raw Data it reports to the Central
Repository for regulatory, surveillance, commercial or other
purposes as otherwise not prohibited by applicable law, rule or
regulation.
    Section 6.6. [Regular] Written Assessments, Audits and Reports.
    (a) One-Time Written Assessments and Reports. The Participants
shall provide the SEC with the following written assessments, audits
and reports:
    (i) at least one (1) month prior to submitting a rule filing to
establish initial fees for CAT Reporters, an independent audit of
fees, costs, and expenses incurred by the Participants on behalf of
the Company prior to the Effective Date of the Plan that will be
publicly available;
    (ii) within six (6) months of effectiveness of the Plan, an
assessment of the clock synchronization standard, including
consideration of industry standards based on the type of CAT
Reporter, Industry Member and type of system, and propose any
appropriate amendment based on this assessment;
    (iii) within twelve (12) months of effectiveness of the Plan, a
report detailing the Participants' consideration of coordinated
surveillance (e.g., entering into 17d-2 agreements or regulatory
services agreements);
    (iv) within 24 months of effectiveness of the Plan, a report
discussing the feasibility, benefits, and risks of allowing an
Industry Member to bulk download the Raw Data it submitted to the
Central Repository;
    (v) within 36 months of effectiveness of the Plan, an assessment
of errors in the customer information submitted to the Central
Repository and whether to prioritize the correction of certain data
fields over others;
    (vi) within 36 months of effectiveness of the Plan, a report on
the impact of tiered-fees on market liquidity, including an analysis
of the impact of the tiered-fee structure on Industry Members'
provision of liquidity; and
    (vii) prior to the implementation of any Material Systems
Change, an assessment of the projected impact of such Material
Systems Change on the maximum Error Rate.
    (b) Regular Written Assessment of the Plan Processor's
Performance.
    [(a)] (i) Requirement.
    [(i)] (A) Annually [At least every two (2) years], or more
frequently in connection with any review of the Plan Processor's
performance under this Agreement pursuant to Section 6.1(n), the
Participants shall provide the SEC with a written assessment of the
operation of the CAT that meets the requirements of SEC Rule 613,
Appendix D, and this Agreement.
    [(ii)] (B) The Chief Compliance Officer shall oversee the
assessment contemplated by Section 6.6(b)(i)(A) [(a)(i)] and shall
provide the Participants a reasonable time to review and comment
upon such assessment prior to its submission to the SEC. In no case
shall the written assessment be changed or amended in response to a
comment by a Participant; rather, any comment by a Participant shall
be provided to the SEC at the same time as the written assessment.
    [(b)] (ii) Contents of Written Assessment. The annual written
assessment required by this Section 6.6 shall include:
    [(i)] (A) an evaluation of the performance of the CAT, including
the items specified in SEC Rule 613(b)(6)(i) and other performance
metrics identified by the Chief Compliance Officer, and a
description of such metrics;
    [(ii)] (B) a detailed plan, based on the evaluation conducted
pursuant to Section 6.6(b)(i), for any potential improvements to the
performance of the CAT with respect to the items specified in SEC
Rule 613(b)(6)(ii), as well as:
    (1) an evaluation of potential technology upgrades based on a
review of technological advancements over the preceding year,
drawing on technological expertise whether internal or external;
    (2) an evaluation of the time necessary to restore and recover
CAT Data at a back-up site;
    (3) an evaluation of the information security program to ensure
that the program is consistent with the highest industry standards
for the protection of data;
    (4) an evaluation of how the Plan Processor and the Participants
are monitoring Error Rates and to explore the imposition of Error
Rates based on product, data elements or other criteria;
    (5) a copy of the evaluation required by Section 6.8(c) as to
whether industry standards have evolved such that: (i) the

synchronization standard in Section 6.8(a) should be shortened; or
(ii) the required time stamp in Section 6.8(b) should be in finer
increments;
    (6) an assessment of whether any data elements should be added,
deleted or changed; and
    (7) any other items identified and described by the Chief
Compliance Officer;
    [(iii)] (C) an estimate of the costs and benefits associated
with any potential improvements to the performance of the CAT,
including an assessment of the potential impact on competition,
efficiency, [and] capital formation, and investor protection; and
    [(iv)] (D) an estimated implementation timeline for any
potential improvements to the performance of the CAT, if applicable.
    Section 6.7. Implementation.
    (a) Unless otherwise ordered by the SEC:
    (i) within two (2) months after the Effective Date, the
Participants shall jointly select the winning Shortlisted Bid and
the Plan Processor pursuant to the process set forth in Article V.
Following the selection of the Initial Plan Processor, the
Participants shall file with the Commission a statement identifying
the Plan Processor and including the information required by SEC
Rule 608;
    (ii) within four (4) months after the Effective Date, each
Participant shall, and through its Compliance Rule shall require its
Industry Members to, synchronize its or their Business Clocks as
required by Section 6.8 and certify to the Chief Compliance Officer
(in the case of Participants) or the applicable Participant (in the
case of Industry Members) that such Participant has met this
requirement;
    (iii) within one (1) year after the Effective Date, each
Participant shall report to the Central Repository Participant Data;
    (iv) within fourteen (14) months after the Effective Date, each
Participant shall implement a new or enhanced surveillance system(s)
in accordance with Section 6.10;
    (v) within two (2) years after the Effective Date, each
Participant shall, through its Compliance Rule, require its Industry
Members (other than Small Industry Members) to report to the Central
Repository Industry Member Data; and
    (vi) within three (3) years after the Effective Date, each
Participant shall, through its Compliance Rule, require its Small
Industry Members to report to the Central Repository Industry Member
Data.
    (b) The Chief Compliance Officer shall appropriately document
objective milestones to assess progress toward the implementation of
this Agreement.
    (c) Industry Members and Participants shall be required to
participate in testing with the Central Repository on a schedule to
be determined by the Operating Committee.
    (d) Appendix C, A Plan to Eliminate Existing Rules and Systems
(SEC Rule 613(a)(1)(ix)), and Appendix D, Data Types and Sources,
set forth additional implementation details concerning the
elimination of rules and systems.
    Section 6.8. Timestamps and Synchronization of Business Clocks.
    (a) Each Participant shall:
    (i) other than such Business Clocks used solely for Manual Order
Events, synchronize its Business Clocks at a minimum to within [50
milliseconds] 100 microseconds of the time maintained by the
National Institute of Standards and Technology, consistent with
industry standards;
    (ii) other than such Business Clocks used solely for Manual
Order Events or the time of allocation on Allocation Reports,
through its Compliance Rule, require its Industry Members to:
    (A) synchronize their respective Business Clocks at a minimum to
within fifty (50) milliseconds of the time maintained by the
National Institute of Standards and Technology, and maintain such a
synchronization;
    (B) certify periodically (according to a schedule to be defined
by the Operating Committee) that their Business Clocks meet the
requirements of the Compliance Rule;
    (C) and report to the Plan Processor and the Participant any
violation of the Compliance Rule pursuant to the thresholds set by
the Operating Committee; and
    (iii) synchronize its Business Clocks and, through its
Compliance Rule, require its Industry Members to synchronize their
Business Clocks used solely for Manual Order Events at a minimum to
within one second of the time maintained by the National Institute
of Standards and Technology (``NIST''), consistent with industry
standards, and maintain such synchronization. Each Participant shall
require its Industry Members to certify periodically (according to a
schedule defined by the Operating Committee) that their Business
Clocks used solely for Manual Order Events meet the requirements of
the Compliance Rule. The Compliance Rule of a Participant shall
require its Industry Members using Business Clocks solely for Manual
Order Events to report to the Plan Processor any violation of the
Compliance Rule pursuant to the thresholds set by the Operating
Committee.
    (iv) through its Compliance Rule, require its Industry Members
to synchronize their Business Clocks used solely for the time of
allocation on Allocation Reports at a minimum to within one second
of the time maintained by NIST, consistent with industry standards,
and maintain such synchronization. Each Participant shall require
its Industry Members to certify periodically (according to a
schedule defined by the Operating Committee) that their Business
Clocks used solely for the time of allocation on Allocation Reports
meet the requirements of the Compliance Rule. The Compliance Rule of
a Participant shall require its Industry Members using Business
Clocks solely for the time of allocation on Allocation Reports to
report to the Plan Processor any violation of the Compliance Rule
pursuant to the thresholds set by the Operating Committee.
    (b) Each Participant shall, and through its Compliance Rule
shall require its Industry Members to, report information required
by SEC Rule 613 and this Agreement to the Central Repository in
milliseconds. To the extent that any Participant's order handling or
execution systems utilize[s] timestamps in increments finer than the
minimum required in this Agreement, such Participant shall utilize
such finer increment when reporting CAT Data to the Central
Repository so that all Reportable Events reported to the Central
Repository can be adequately sequenced. Each Participant shall,
through its Compliance Rule: (i) require that, to the extent that
its Industry Members utilize timestamps in increments finer than the
minimum required in this Agreement in their order handling or
execution systems, such Industry Members shall utilize such finer
increment when reporting CAT Data to the Central Repository; and
(ii) provide that a pattern or practice of reporting events outside
of the required clock synchronization time period without reasonable
justification or exceptional circumstances may be considered a
violation of SEC Rule 613 and the CAT NMS Plan. Notwithstanding the
preceding sentences, each Participant and Industry Member shall be
permitted to record and report: (i) Manual Order Events to the
Central Repository in increments up to and including one second,
provided that Participants and Industry Members shall be required to
record and report the time when a Manual Order Event has been
captured electronically in an order handling and execution system of
such Participant or Industry Member (``Electronic Capture Time'') in
milliseconds; and (ii) the time of allocation on Allocation Reports
in increments up to and including one second.
    (c) In conjunction with Participants' and other appropriate
Industry Member advisory groups, the Chief Compliance Officer shall
annually evaluate and make a recommendation to the Operating
Committee as to whether industry standards have evolved such that:
(i) the synchronization standard in Section 6.8(a) should be
shortened; or (ii) the required time stamp in Section 6.8(b) should
be in finer increments. Industry standards should be determined
based on the type of CAT Reporter, Industry Member and type of
system.
    Section 6.9. Technical Specifications.
    (a) Publication. The Plan Processor shall publish technical
specifications that are at a minimum consistent with Appendices C
and D, and updates thereto as needed, providing detailed
instructions regarding the submission of CAT Data by Participants
and Industry Members to the Plan Processor for entry into the
Central Repository (collectively, the ``Technical Specifications'').
The Technical Specifications shall be made available on a publicly
available web site to be developed and maintained by the Plan
Processor. The initial Technical Specifications and any Material
Amendments thereto shall be provided to the Operating Committee for
approval by Supermajority Vote.
    (b) Content. The Technical Specifications shall include a
detailed description of the following:
    (i) the specifications for the layout of files and records
submitted to the Central Repository;
    (ii) the process for the release of new data format
specification changes;
    (iii) the process for industry testing for any changes to data
format specifications;
    (iv) the procedures for obtaining feedback about and submitting
corrections to

information submitted to the Central Repository;
    (v) each data element, including permitted values, in any type
of report submitted to the Central Repository;
    (vi) any error messages generated by the Plan Processor in the
course of validating the data;
    (vii) the process for file submissions (and re-submissions for
corrected files);
    (viii) the storage and access requirements for all files
submitted;
    (ix) metadata requirements for all files submitted to the CAT
System;
    (x) any required secure network connectivity;
    (xi) data security standards, which shall, at a minimum: (A)
satisfy all applicable regulations regarding database security,
including provisions of Regulation Systems Compliance and Integrity
under the Exchange Act (``Reg SCI''); (B) to the extent not
otherwise provided for under this Agreement (including Appendix C
hereto), set forth such provisions as may be necessary or
appropriate to comply with SEC Rule 613(e)(4); and (C) comply with
industry best practices; and
    (xii) any other items reasonably deemed appropriate by the Plan
Processor and approved by the Operating Committee.
    (c) Amendments. Amendments to the Technical Specifications may
be made only in accordance with this Section 6.9(c). For purposes of
this Section 6.9(c), an amendment to the Technical Specifications
shall be deemed ``material'' if it would require a Participant or an
Industry Member to engage in significant changes to the coding
necessary to submit information to the Central Repository pursuant
to this Agreement or if it is required to safeguard the security or
confidentiality of the CAT Data (``Material Amendment'').
    (i) Except for Material Amendments to the Technical
Specifications, the Plan Processor shall have the sole discretion to
amend and publish interpretations regarding the Technical
Specifications as needed in furtherance of the purposes and
requirements of this Agreement. All non-Material Amendments made to
the Technical Specifications and all published interpretations shall
be provided to the Operating Committee in writing at least ten (10)
days before being published. Such non-Material Amendments and
published interpretations shall be deemed approved ten (10) days
following provision to the Operating Committee unless two (2)
unaffiliated Participants call for a vote to be taken on the
proposed amendment or interpretation. If an amendment or
interpretation is called out for a vote by two or more unaffiliated
Participants, the proposed amendment must be approved by Majority
Vote of the Operating Committee. Once a non-Material amendment has
been approved, or deemed approved, by the Operating Committee, the
Plan Processor shall be responsible for determining the specific
changes to the Central Repository and providing technical
documentation of those changes, including an implementation
timeline.
    (ii) The Operating Committee, by Supermajority Vote, shall
approve any Material Amendments to the Technical Specifications.
    (iii) The Operating Committee, by Supermajority Vote, may amend
the Technical Specifications on its own motion.
    Section 6.10. Surveillance.
    (a) Surveillance Systems. Using the tools provided for in
Appendix D, Functionality of the CAT System, each Participant shall
develop and implement a surveillance system, or enhance existing
surveillance systems, reasonably designed to make use of the
consolidated information contained in the Central Repository. Unless
otherwise ordered by the SEC, within fourteen (14) months after the
Effective Date, each Participant shall initially implement a new or
enhanced surveillance system(s) as required by SEC Rule 613 and the
preceding sentence.
    (b) Coordinated Surveillance. Participants may, but are not
required to, coordinate or share surveillance efforts through the
use of regulatory services agreements and agreements adopted
pursuant to SEC Rule 17d-2.
    (c) Use of CAT Data by Regulators.
    (i) Consistent with Appendix D, Functionality of the CAT System,
the Plan Processor shall provide Participants and the SEC with
access to all CAT Data stored in the Central Repository. Regulators
will have access to processed CAT Data through two different
methods; an online targeted query tool, and user-defined direct
queries and bulk extracts.
    (A) The online targeted query tool will provide authorized users
with the ability to retrieve CAT Data via an online query screen
that includes the ability to choose from a variety of pre-defined
selection criteria. Targeted queries must include date(s) and/or
time range(s), as well as one or more of a variety of fields.
    (B) The user-defined direct queries and bulk extracts will
provide authorized users with the ability to retrieve CAT Data via a
query tool or language that allows users to query all available
attributes and data sources.
    (ii) Extraction of CAT Data shall be consistent with all
permission rights granted by the Plan Processor. All CAT Data
returned shall be encrypted, and PII data shall be masked unless
users have permission to view the CAT Data that has been requested.
    (iii) The Plan Processor shall implement an automated mechanism
to monitor direct query usage. Such monitoring shall include
automated alerts to notify the Plan Processor of potential issues
with bottlenecks or excessively long queues for queries or CAT Data
extractions. The Plan Processor shall provide the Operating
Committee or its designee(s) details as to how the monitoring will
be accomplished and the metrics that will be used to trigger alerts.
    (iv) The Plan Processor shall reasonably assist regulatory staff
(including those of Participants) with creating queries.
    (v) Without limiting the manner in which regulatory staff
(including those of Participants) may submit queries, the Plan
Processor shall submit queries on behalf of a regulatory staff
(including those of Participants) as reasonably requested.
    (vi) The Plan Processor shall staff a CAT help desk, as
described in Appendix D, CAT Help Desk, to provide technical
expertise to assist regulatory staff (including those of
Participants) with questions about the content and structure of the
CAT Data.
    Section 6.11. Debt Securities and Primary Market Transactions.
Unless otherwise ordered by the Commission, within six (6) months
after the Effective Date, the Participants shall jointly provide to
the SEC a document outlining how the Participants could incorporate
into the CAT information with respect to equity securities that are
not NMS Securities or OTC Equity Securities, including Primary
Market Transactions in securities that are not NMS Securities or OTC
Equity Securities and in debt securities, which document shall
include details for each order and Reportable Event that may be
required to be provided, which market participants may be required
to provide the data, the implementation timeline, and a cost
estimate.
    Section 6.12. Information Security Program. The Plan Processor
shall develop and maintain a comprehensive information security
program for the Central Repository, to be approved and reviewed at
least annually by the Operating Committee, and which contains at a
minimum the specific requirements detailed in Appendix D, Data
Security.

ARTICLE VII

INTENTIONALLY OMITTED

[CAPITAL ACCOUNTS]

    [Section 7.1 Capital Accounts.]
    [(a) A separate capital account (``Capital Account'') shall be
established and maintained by the Company for each Participant in
accordance with Sec.  704(b) of the Code and Treasury Regulation
Sec.  1.704-1 (b)(2)(iv). There shall be credited to each
Participant's Capital Account the capital contributions (at fair
market value in the case of contributed property) made by such
Participant (which shall be deemed to be zero for the initial
Participants), and allocations of Company profits and gain (or items
thereof) to such Participant pursuant to Article VIII (excluding
those allocated in Section 8.3). Each Participant's Capital Account
shall be decreased by the amount of distributions (at fair market
value in the case of property distributed in kind) to such
Participant, and allocations of Company losses to such Participant
pursuant to Article VIII (including expenditures which can neither
be capitalized nor deducted for tax purposes, organization and
syndication expenses not subject to amortization and loss on sale or
disposition of Company property, whether or not disallowed under
Sec. Sec.  267 or 707 of the Code). Capital Accounts shall not be
adjusted to reflect a Participant's share of liabilities under Sec.
752 of the Code.]
    [(b) If, following the date hereof, money or property is
contributed to the Company in other than a de minimis amount in
exchange for an equity interest in the Company (which shall not
include the Participation Fee paid by a new Participant pursuant to
Section 3.3, which is not treated as a contribution to capital), or
money or property is distributed to a Participant in exchange for an
interest in the Company but the Company is not

liquidated, the Capital Accounts of the Participants shall be
adjusted based on the fair market value of Company property at the
time of such contribution or distribution and the unrealized income,
gain, loss, or deduction inherent in the Company property which has
not previously been reflected in the Capital Accounts shall be
allocated among the Participants as if there had been a taxable
disposition of the Company property at its fair market value on such
date. The fair market value of contributed, distributed, or revalued
property shall be approved by the Operating Committee or, if there
is no such agreement, by an appraisal by an independent third party
valuation firm selected by the Operating Committee by Majority
Vote.]
    [(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 Sec.  1.704-1(b)
promulgated under Sec.  704(b) of the Code, and shall be interpreted
and applied in a manner consistent with such Regulations.]
    [Section 7.2 Interest. Except as otherwise provided herein, no
Participant shall be entitled to receive interest on amounts in its
Capital Account.]

ARTICLE VIII

TAX STATUS

[ALLOCATIONS OF INCOME AND LOSS; DISTRIBUTIONS]

    [Section 8.1 Periodic Allocations. As of the end of each
calendar quarter or such other period selected by the Operating
Committee, the net profit or net loss of the Company (and each item
of income, gain, loss, deduction, and credit for federal income tax
purposes) for the period shall be determined, and in the event the
book value of any Company property is adjusted pursuant to Treasury
Regulation Sec.  1.704-1(b)(2)(iv)(f), net profit, net losses and
items thereof shall be determined as provided in Treasury Regulation
Sec.  1.704-1(b)(2)(iv)(g). Except as provided in Section 8.2, such
net profit or net loss (and each item of income, gain, loss,
deduction, and credit) shall be allocated equally among the
Participants.]
    [Section 8.2 Special Allocations. Notwithstanding Section 8.1,
this Agreement shall be deemed to contain, and the allocations of
net profit and net loss as set forth in Section 8.1 shall be subject
to, each of the following: (a) a ``qualified income offset'' as
described in Treasury Regulation Sec.  1.704-1(b)(2)(ii)(d); (b) a
``partnership minimum gain chargeback'' as described in Treasury
Regulation Sec.  1.704-2(f); and (c) a ``partner non-recourse debt
minimum gain chargeback'' as described in Treasury Regulation Sec.
1.704-2(i)(4). The Participants intend that the allocations required
to be made pursuant to Section 8.1 and this Section 8.2 shall
satisfy the requirements of Sec.  704(b) of the Code and the
Treasury Regulations promulgated thereunder. Without the consent of
the Participants, the Operating Committee shall have the power to
interpret and amend the provisions of Section 8.1 and this Section
8.2 in the manner necessary to ensure such compliance; provided that
such amendments shall not change the amounts distributable to a
Participant pursuant to this Agreement.]
    [Section 8.3 Allocations Pursuant to   704(c) of the Code. In
accordance with Sec.  704(c) of the Code and the Treasury
Regulations promulgated thereunder, income, gain, loss, and
deduction with respect to any property contributed to the capital of
the Company shall, solely for tax purposes, be allocated among the
Participants so as to take account of any variation between the
adjusted basis of such property to the Company for federal income
tax purposes and its initial fair market value. In the event the
book value of any Company property is adjusted pursuant to Treasury
Regulation Sec.  1.704-1(b)(2)(iv)(f), allocations of income, gain,
loss, and deduction with respect to such asset shall take account of
any variation between the adjusted basis of such asset for federal
income tax purposes and its adjusted book value in the same manner
as under Sec.  704(c) of the Code and the Treasury Regulations
promulgated thereunder. Such allocations shall be made by the
Operating Committee using the ``traditional method'' set forth in
Treasury Regulation Sec.  1.704-3(b). Allocations pursuant to this
Section 8.3 are solely for purposes of federal, state, and local
taxes and shall not affect, or in any way be taken into account in
computing, any Participant's share of distributions pursuant to any
provision of this Agreement.]
    [Section 8.4 Changes in Participants' Interests. If during any
fiscal period of the Company there is a change in any Participant's
Company Interest as a result of the admission or withdrawal of one
or more Participants, the net profit, net loss or any other item
allocable to the Participants under this Article VIII for the period
shall be allocated among the Participants so as to reflect their
varying interests in the Company during the period. In the event
that the change in the Company Interests of the Participants results
from the admission or withdrawal of a Participant, the allocation of
net profit, net loss, or any other item allocable among the
Participants under this Article VIII shall be made on the basis of
an interim closing of the Company's books as of each date on which a
Participant is admitted to or withdraws from the Company; provided
that the Company may use interim closings of the books as of the end
of the month preceding and the month of the admission or withdrawal,
and prorate the items for the month of withdrawal on a daily basis,
unless the Operating Committee determines that such an allocation
would be materially unfair to any Participant. In the event that the
change in the Company Interests of the Participants results from a
Transfer of all or any portion of a Company Interest by a
Participant, the net profit, net loss, or any other items allocable
among the Participants under this Article VIII shall be determined
on a daily, monthly, or other basis, as determined by the Operating
Committee using any permissible method under Sec.  706 of the Code
and the Treasury Regulations promulgated thereunder.]
    [Section 8.5 Distributions.]
    [(a) Subject to Section 10.2, cash and property of the Company
shall not be distributed to the Participants unless the Operating
Committee approves by Supermajority Vote (subject to Sec.  18-607 of
the Delaware Act) a distribution after fully considering the reason
that such distribution must or should be made to the Participants,
including the circumstances contemplated under Section 8.3, Section
8.6, and Section 9.3. To the extent a distribution is made, all
Participants shall participate equally in any such distribution
except as otherwise provided in Section 10.2.]
    [(b) No Participant shall have the right to require any
distribution of any assets of the Company in kind. If any assets of
the Company are distributed in kind, such assets shall be
distributed on the basis of their fair market value net of any
liabilities as reasonably determined by the Operating Committee. Any
Participant entitled to any interest in such assets shall, unless
otherwise determined by the Operating Committee, receive separate
assets of the Company and not an interest as a tenant-in-common with
other Participants so entitled in any asset being distributed.]
    [Section 8.6 Tax Status.]
    [(a)] The Company intends to operate in a manner such that it
qualifies as a ``business league'' within the meaning of Section
501(c)(6) of the Code. The Operating Committee [by Supermajority
Vote, without the consent of any Participant, may] shall cause the
Company to: (i) make an election to be treated as a corporation for
U.S. federal income tax purposes by filing Form 8832 with the
Internal Revenue Service effective as of the date of formation and
(ii) file with the Internal Revenue Service, Form 1024, Application
for Recognition of Exemption under Section 501(a) to[; or (ii)] be
treated as a [``trade association''] ``business league'' as
described in [Sec.  ] Section 501(c)(6) of the Code.
    [(b) If the Company so elects to be taxed as a corporation or is
treated as a ``trade association'' as described in Sec.  501(c)(6)
of the Code, it shall continue to maintain Capital Accounts in the
manner provided in this Agreement, consistent with provisions of
Sec.  704 of the Code, to determine the economic rights of the
Participants under this Agreement, notwithstanding that it is not
taxed as a partnership for U.S. federal income tax purposes, as
interpreted by the Operating Committee and the Company's counsel in
a manner to preserve the economic rights and obligations of the
Participants under this Agreement. Sections 8.2, 8.3 and 9.5 shall
not be applicable with respect to any period during with the Company
is treated as a corporation for U.S. federal income tax purposes;
provided, however, if the Company is initially treated as a
partnership for U.S. federal income tax purposes and has made
allocations under Section 8.2, it shall adjust the Capital Accounts
to reflect the amount the Capital Accounts would have been had all
allocations been made pursuant to Section 8.1.]

ARTICLE IX

RECORDS AND ACCOUNTING; REPORTS

    Section 9.1. Books and Records. The Company shall maintain
complete and accurate books and records of the Company

in accordance with SEC Rule 17a-1, which shall be maintained and be
available, in addition to any documents and information required to
be furnished to the Participants under the Act, at the office of the
Plan Processor and/or such other location(s) as may be designated by
the Company for examination and copying by any Participant or its
duly authorized representative, at such Participant's reasonable
request and at its expense during ordinary business hours for any
purpose reasonably related to such Participant's involvement with
the CAT NMS Plan, including for compliance and other regulatory
purposes, and in compliance with such other conditions as may be
reasonably established by the Operating Committee. For the avoidance
of doubt, all CAT Data and other books and records of the Company
shall be the property of the Company, rather than the Plan
Processor, and, to the extent in the possession or control of the
Plan Processor, shall be made available by the Plan Processor to the
Commission upon [reasonable] request. Except as provided in this
Section 9.1 or required by non-waivable provisions of applicable
law, no Participant shall have any right to examine or copy any of
the books and records of the Company.
    Section 9.2. Accounting.
    (a) Except as provided in [Section 9.2(b) and] Section 9.3, the
Operating Committee shall maintain a system of accounting
established and administered in accordance with GAAP [(or other
standard if determined appropriate by the Operating Committee)], and
all financial statements or information that may be supplied to the
Participants shall be prepared in accordance with GAAP (except that
unaudited statements shall be subject to year-end adjustments and
need not include footnotes) [(or other standard if determined
appropriate by the Operating Committee)]. [To the extent the
Operating Committee determines it advisable, the] The Company shall
prepare and provide to each Participant (1) within 30 days after the
end of each calendar month, an unaudited balance sheet, income
statement, statement of cash flows and statement of changes in [each
Participant's Capital Account] equity for, or as of the end of, (x)
such month and (y) the portion of the then current Fiscal Year
ending at the end of such month; and (2) as soon as practicable
after the end of each Fiscal Year, a[n audited] balance sheet,
income statement, statement of cash flows and statement of changes
in [each Participant's Capital Account] equity for, or as of the end
of, such year, audited by an independent public accounting firm
(which audited balance sheet, income statement, statement of cash
flows and statement of changes in equity contemplated by this
Section 9.2(a) shall be made publicly available). The Fiscal Year
shall be the calendar year unless otherwise determined by the
Operating Committee.
    [(b) Assets received by the Company as capital contributions
shall be recorded at their fair market values, and the Capital
Account maintained for each Participant shall comply with Treasury
Regulations Sec.  1.704-1(b)(2)(iv) promulgated under Sec.  704(b)
of the Code. In the event fair market values for certain assets of
the Company are not determined by appraisals, the fair market value
for such assets shall be reasonably agreed to among the Participants
as if in arm's-length negotiations.]
    [(c)] (b) In all other respects, [All] matters concerning
accounting procedures shall be determined by the Operating
Committee.
    Section 9.3. Tax Returns. The Operating Committee shall cause
federal, state, provincial, and local income tax returns for the
Company to be prepared and timely filed with the appropriate
authorities. [If the Company is taxed as a partnership, it shall
arrange for the timely delivery to the Participants of such
information as is necessary for such Participants to prepare their
federal, state and local tax returns.]
    Section 9.4. Company Funds. Pending use in the business of the
Company or distribution to the Participants, the funds of the
Company shall be held and/or invested in accordance with the then
effective cash management and investment policy adopted by the
Operating Committee.
    Section 9.5 [Tax Matters Partner.] Intentionally Omitted.
    [(a) A Participant designated by the Operating Committee shall
serve as the ``Tax Matters Partner'' of the Company for all purposes
pursuant to Sec. Sec.  6221-6231 of the Code. As Tax Matters
Partner, the Tax Matters Partner shall: (i) furnish to each
Participant affected by an audit of the Company income tax returns a
copy of each notice or other communication received from the
Internal Revenue Service or applicable state authority (except such
notices or communications as are sent directly to the Participant);
(ii) keep such Participant informed of any administrative or
judicial proceeding, as required by Sec.  6623(g) of the Code; (iii)
allow each such Participant an opportunity to participate in all
such administrative and judicial proceedings; and (iv) advise and
consult with each such Participant as to proposed adjustments to the
federal or state income tax returns of the Company.]
    [(b) The Tax Matters Partner, as such, shall not have the
authority to: (i) enter into a settlement agreement with the
Internal Revenue Service that purports to bind any Participant,
without the written consent of such Participant; or (ii) enter into
an agreement extending the period of limitations as contemplated in
Sec.  6229(b)(1)(B) of the Code without the prior approval of the
Operating Committee.]
    [(c) The Company shall not be obligated to pay any fees or other
compensation to the Tax Matters Partner in its capacity as such, but
may pay compensation to the Tax Matters Partner for services
rendered to the Company in any other capacity. However, the Company
shall reimburse the Tax Matters Partner for any and all out-of-
pocket costs and expenses (including reasonable attorneys and other
professional fees) incurred by it in its capacity as Tax Matters
Partner. The Company shall indemnify, defend and hold the Tax
Matters Partner harmless from and against any loss, liability,
damage, costs or expense (including reasonable attorneys' fees)
sustained or incurred as a result of any act or decision concerning
Company tax matters and within the scope of such Participant's
responsibilities as Tax Matters Partner, so long as such act or
decision does not constitute gross negligence or willful
misconduct.]
    Section 9.6. Confidentiality.
    (a) For purposes of this Agreement, ``Information'' means
information disclosed by or on behalf of the Company or a
Participant (the ``Disclosing Party'') to the Company or any other
Participant (the ``Receiving Party'') in connection with this
Agreement or the CAT System, but excludes any CAT Data or
information otherwise disclosed pursuant to the requirements of SEC
Rule 613. The Receiving Party agrees to maintain the Information in
confidence with the same degree of care it holds its own
confidential information (but in any event not less than reasonable
care). A Receiving Party may only disclose Information to its
Representatives (as defined below) on a need-to-know basis, and only
to those of such Representatives whom shall have agreed to abide by
the non-disclosure and non-use provisions in this Section 9.6. Each
Receiving Party that is a Participant agrees that he, she or it
shall not use for any purpose, other than in connection with the
operation of the Company, and the Company agrees not to use for any
purpose not expressly authorized by the Disclosing Party, any
Information. The ``Representatives'' of a Person are such Person's
Affiliates and the respective directors, managers, officers,
employees, consultants, advisors and agents of such Person and such
Person's Affiliates; provided, however, that a Participant is not a
Representative of the Company. The obligations set forth in this
Section 9.6(a) shall survive indefinitely (including after a
Participant ceases to hold any Company Interest) but shall not apply
to: (i) any Information that was already lawfully in the Receiving
Party's possession and, to the knowledge of the Receiving Party,
free from any confidentiality obligation to the Disclosing Party at
the time of receipt from the Disclosing Party; (ii) any Information
that is, now or in the future, public knowledge through no act or
omission in breach of this Agreement by the Receiving Party; (iii)
any Information that was lawfully obtained from a third party
having, to the knowledge of the Receiving Party, the right to
disclose it free from any obligation of confidentiality; or (iv) any
Information that was independently developed by the Receiving Party
prior to disclosure to it pursuant hereto and without recourse to or
reliance upon Information disclosed to it pursuant hereto as
established by its written records or other competent evidence. The
obligations set forth in this Section 9.6(a) shall not restrict: (x)
disclosures that are, in the opinion of the Receiving Party after
consultation with counsel; required to be made by applicable laws
and regulations, stock market or exchange requirements or the rules
of any self-regulatory organization having jurisdiction; (y)
disclosures required to be made pursuant to an order, subpoena or
legal process; or (z) disclosures reasonably necessary for the
conduct of any litigation or arbitral proceeding among the
Participants (and their respective Representatives) and/or the
Company; provided that the Receiving

Party shall, to the extent not prohibited by applicable law, notify
the Disclosing Party prior to making any disclosure permitted by the
foregoing clause (x) or clause (y), and, in the case of a disclosure
permitted by the foregoing clause (y), shall consult with the
Disclosing Party with respect to such disclosure, and prior to
making such disclosure, to the extent not prohibited by applicable
law, shall permit the Disclosing Party, at such Disclosing Party's
cost and expense, to seek a protective order or similar relief
protecting the confidentiality of such Information.
    (b) The Company shall not, and shall cause its Representatives
not to, disclose any Information of a Participant to any other
Participant without the prior written approval of the disclosing
Participant.
    (c) A Participant shall be free, in its own discretion, to share
Information of such Participant to other Participants without the
approval of the Company.

ARTICLE X

DISSOLUTION AND TERMINATION

    Section 10.1. Dissolution of Company. The Company shall, subject
to the SEC's approval, 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 Participants to dissolve
the Company;
    (b) an event that makes it unlawful or impossible for the
Company business to be continued;
    (c) the termination of one or more Participants such that there
is only one remaining Participant; or
    (d) the entry of a decree of judicial dissolution under Section
18-802 of the Delaware Act.
    Section 10.2. Liquidation and Distribution. Following the
occurrence of an event described in Section 10.1, the Operating
Committee shall act as liquidating trustee and shall wind up the
affairs of the Company by: (a) selling its assets in an orderly
manner (so as to avoid the loss normally associated with forced
sales); and (b) applying and distributing the proceeds of such sale,
together with other funds held by the Company: (i) first, to the
payment of all debts and liabilities of the Company; (ii) second, to
the establishments of any reserves reasonably necessary to provide
for any contingent recourse liabilities and obligations; and (iii)
third, to [the Participants in proportion to the balances in their
positive Capital Accounts (after such Capital Accounts have been
adjusted for all items of income, gain, deduction, loss and items
thereof in accordance with Article VII through the date of the such
distribution) at the date of such distribution] such persons or
institutions as is consistent with the purposes of the Company and
consistent with Section 501(c)(6) of the Code.
    Section 10.3. Termination. Each of the Participants shall be
furnished with a statement prepared by the Company's independent
accountants, which shall set forth the assets and liabilities of the
Company as of the date of the final distribution of the Company's
assets under Section 10.2 and the net profit or net loss for the
fiscal period ending on such date. Upon compliance with the
distribution plan set forth in Section 10.2, the Participants 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 XI

FUNDING OF THE COMPANY

    Section 11.1. Funding Authority.
    (a) On an annual basis the Operating Committee shall approve an
operating budget for the Company. The budget shall include the
projected costs of the Company, including the costs of developing
and operating the CAT for the upcoming year, and the sources of all
revenues to cover such costs, as well as the funding of any reserve
that the Operating Committee reasonably deems appropriate for
prudent operation of the Company.
    (b) Subject to Section 11.2, the Operating Committee shall have
discretion to establish funding for the Company, including: (i)
establishing fees that the Participants shall pay; and (ii)
establishing fees for Industry Members that shall be implemented by
Participants. The Participants shall file with the SEC under Section
19(b) of the Exchange Act any such fees on Industry Members that the
Operating Committee approves, and such fees shall be labeled as
``Consolidated Audit Trail Funding Fees.''
    (c) To fund the development and implementation of the CAT, the
Company shall time the imposition and collection of all fees on
Participants and Industry Members in a manner reasonably related to
the timing when the Company expects to incur such development and
implementation costs. In determining fees on Participants and
Industry Members the Operating Committee shall take into account
fees, costs and expenses (including legal and consulting fees and
expenses) incurred by the Participants on behalf of the Company
prior to the Effective Date in connection with the creation and
implementation of the CAT, and such fees, costs and expenses shall
be fairly and reasonably shared among the Participants and Industry
Members. Any surplus of the Company's revenues over its expenses
shall be treated as an operational reserve to offset future fees.
    (d) Consistent with this Article XI, the Operating Committee
shall adopt policies, procedures, and practices regarding the budget
and budgeting process, assignment of tiers, resolution of disputes,
billing and collection of fees, and other related matters. For the
avoidance of doubt, as part of its regular review of fees for the
CAT, the Operating Committee shall have the right to change the tier
assigned to any particular Person in accordance with fee schedules
previously filed with the Commission that are reasonable, equitable
and not unfairly discriminatory and subject to public notice and
comment, pursuant to this Article XI. Any such changes will be
effective upon reasonable notice to such Person.
    Section 11.2. Funding Principles. In establishing the funding of
the Company, the Operating Committee shall seek:
    (a) to create transparent, predictable revenue streams for the
Company that are aligned with the anticipated costs to build,
operate and administer the CAT and the other costs of the Company;
    (b) to establish an allocation of the Company's related costs
among Participants and Industry Members that is consistent with the
Exchange Act, taking into account the timeline for implementation of
the CAT and distinctions in the securities trading operations of
Participants and Industry Members and their relative impact upon
Company resources and operations;
    (c) to establish a tiered fee structure in which the fees
charged to: (i) CAT Reporters that are Execution Venues, including
ATSs, are based upon the level of market share; (ii) Industry
Members' non-ATS activities are based upon message traffic; and
(iii) the CAT Reporters with the most CAT-related activity (measured
by market share and/or message traffic, as applicable) are generally
comparable (where, for these comparability purposes, the tiered fee
structure takes into consideration affiliations between or among CAT
Reporters, whether Execution Venues and/or Industry Members).
    (d) to provide for ease of billing and other administrative
functions;
    (e) to avoid any disincentives such as placing an inappropriate
burden on competition and a reduction in market quality; and
    (f) to build financial stability to support the Company as a
going concern.
    Section 11.3. Recovery.
    (a) The Operating Committee will establish fixed fees to be
payable by Execution Venues as provided in this Section 11.3(a):
    (i) Each Execution Venue that: (A) executes transactions; or (B)
in the case of a national securities association, has trades
reported by its members to its trade reporting facility or
facilities for reporting transactions effected otherwise than on an
exchange, in NMS Stocks or OTC Equity Securities will pay a fixed
fee depending on the market share of that Execution Venue in NMS
Stocks and OTC Equity Securities, with the Operating Committee
establishing at least two and no more than five tiers of fixed fees,
based on an Execution Venue's NMS Stocks and OTC Equity Securities
market share. For these purposes, market share for Execution Venues
that execute transactions will be calculated by share volume, and
market share for a national securities association that has trades
reported by its members to its trade reporting facility or
facilities for reporting transactions effected otherwise than on an
exchange in NMS Stocks or OTC Equity Securities will be calculated
based on share volume of trades reported, provided, however, that
the share volume reported to such national securities association by
an Execution Venue shall not be included in the calculation of such
national security association's market share.
    (ii) Each Execution Venue that executes transactions in Listed
Options will pay a fixed fee depending on the Listed Options market
share of that Execution Venue, with

the Operating Committee establishing at least two and no more than
five tiers of fixed fees, based on an Execution Venue's Listed
Options market share. For these purposes, market share will be
calculated by contract volume.
    (b) The Operating Committee will establish fixed fees to be
payable by Industry Members, based on the message traffic generated
by such Industry Member, with the Operating Committee establishing
at least five and no more than nine tiers of fixed fees, based on
message traffic. For the avoidance of doubt, the fixed fees payable
by Industry Members pursuant to this paragraph shall, in addition to
any other applicable message traffic, include message traffic
generated by: (i) an ATS that does not execute orders that is
sponsored by such Industry Member; and (ii) routing orders to and
from any ATS sponsored by such Industry Member.
    (c) The Operating Committee may establish any other fees
ancillary to the operation of the CAT that it reasonably determines
appropriate, including fees: (i) for the late or inaccurate
reporting of information to the CAT; (ii) for correcting submitted
information; and (iii) based on access and use of the CAT for
regulatory and oversight purposes (and not including any reporting
obligations).
    (d) The Company shall make publicly available a schedule of
effective fees and charges adopted pursuant to this Agreement as in
effect from time to time. The Operating Committee shall review such
fee schedule on at least an annual basis and shall make any changes
to such fee schedule that it deems appropriate. The Operating
Committee is authorized to review such fee schedule on a more
regular basis, but shall not make any changes on more than a semi-
annual basis unless, pursuant to a Supermajority Vote, the Operating
Committee concludes that such change is necessary for the adequate
funding of the Company.
    Section 11.4. Collection of Fees. The Operating Committee shall
establish a system for the collection of fees authorized under this
Article XI. The Operating Committee may include such collection
responsibility as a function of the Plan Processor or another
administrator. Alternatively, the Operating Committee may use the
facilities of a clearing agency registered under Section 17A of the
Exchange Act to provide for the collection of such fees.
Participants shall require each Industry Member to pay all
applicable fees authorized under this Article XI within thirty (30)
days after receipt of an invoice or other notice indicating payment
is due (unless a longer payment period is otherwise indicated). If
an Industry Member fails to pay any such fee when due (as determined
in accordance with the preceding sentence), such Industry Member
shall pay interest on the outstanding balance from such due date
until such fee is paid at a per annum rate equal to the lesser of:
(a) the Prime Rate plus 300 basis points; or (b) the maximum rate
permitted by applicable law. Each Participant shall pay all
applicable fees authorized under this Article XI as required by
Section 3.7(b).
    Section 11.5. Fee Disputes. Disputes with respect to fees the
Company charges Participants pursuant to this Article XI shall be
determined by the Operating Committee or a Subcommittee designated
by the Operating Committee. Decisions by the Operating Committee or
such designated Subcommittee on such matters shall be binding on
Participants, without prejudice to the rights of any Participant to
seek redress from the SEC pursuant to SEC Rule 608 or in any other
appropriate forum. The Participants shall adopt rules requiring that
disputes with respect to fees charged to Industry Members pursuant
to this Article XI be determined by the Operating Committee or a
Subcommittee. Decisions by the Operating Committee or Subcommittee
on such matters shall be binding on Industry Members, without
prejudice to the rights of any Industry Member to seek redress from
the SEC pursuant to SEC Rule 608 or in any other appropriate forum.

ARTICLE XII

MISCELLANEOUS

    Section 12.1. Notices and Addresses. All notices required to be
given under this Agreement shall be in writing and may be delivered
by certified or registered mail, postage prepaid, by hand, or by any
private overnight courier service. Such notices shall be mailed or
delivered to the Participants at the addresses set forth on Exhibit
A to this Agreement or such other address as a Participant may
notify the other Participants 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 Participants. Notices
shall be effective: (i) if mailed, on the date three (3) days after
the date of mailing; or (ii) if hand delivered or delivered by
private courier, on the date of delivery.
    Section 12.2. Governing Law; Submission to Jurisdiction. 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 giving effect to any choice or conflict of law
provision or rule (whether of the State of Delaware or any other
jurisdiction) that would cause the application of laws of any
jurisdictions other than those of the State of Delaware; provided
that the rights and obligations of the Participants, Industry
Members 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. Each of the Company
and the Participants: (a) consents to submit itself to the exclusive
personal jurisdiction of the Court of Chancery of the State of
Delaware, New Castle County, or, if that court does not have
jurisdiction, a federal court sitting in Wilmington, Delaware in any
action or proceeding arising out of or relating to this Agreement or
any of the transactions contemplated by this Agreement; (b) agrees
that all claims in respect of such action or proceeding shall be
heard and determined only in any such court; (c) agrees that it
shall not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court; and (d)
agrees not to bring any action or proceeding arising out of or
relating to this Agreement or any of the transaction contemplated by
this Agreement in any other court. Each of the Company and the
Participants waives any defense of inconvenient forum to the
maintenance of any action or proceeding so brought and waives any
bond, surety or other security that might be required of any other
Person with respect thereto. The Company or any Participant may make
service on the Company or any other Participant by sending or
delivering a copy of the process to the party to be served at the
address and in the manner provided for the giving of notices in
Section 12.1. Nothing in this Section 12.2, however, shall affect
the right of any Person to serve legal process in any other manner
permitted by law.
    Section 12.3. Amendments. Except as provided by Section 3.3,
Section 3.4, Section 3.7, and Section 5.3, [and Section 8.2,] this
Agreement may be amended from time to time only by a written
amendment authorized by the affirmative vote of not less than two-
thirds of all of the Participants or with respect to Section 3.8 by
the affirmative vote of all of the Participants, in each case that
has been approved by the SEC pursuant to SEC Rule 608 or has
otherwise become effective under SEC Rule 608. Notwithstanding the
foregoing or anything else to the contrary, to the extent the SEC
grants exemptive relief applicable to any provision of this
Agreement, Participants and Industry Members shall be entitled to
comply with such provision pursuant to the terms of the exemptive
relief so granted at the time such relief is granted irrespective of
whether this Agreement has been amended.
    Section 12.4. Successors and Assigns. Subject to the
restrictions on Transfers set forth herein, this Agreement: (a)
shall be binding upon, and inure to the benefit of, the Company and
the Participants, and their respective successors and permitted
assigns; and (b) may not be assigned except in connection with a
Transfer of Company Interests permitted hereunder.
    Section 12.5. Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original,
but all of which shall constitute one instrument. Any counterpart
may be delivered by facsimile transmission or by electronic
communication in portable document format (.pdf) or tagged image
format (.tif), and the parties hereto agree that their
electronically transmitted signatures shall have the same effect as
manually transmitted signatures.
    Section 12.6. Modifications to be in Writing; Waivers. 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 Section 12.3. No waiver of
any provision of this Agreement shall be valid unless the same shall
be in writing and signed by each Person granting the waiver. No
waiver by any Person of any default or breach hereunder, whether
intentional or not,

shall be deemed to extend to any prior or subsequent default or
breach or affect in any way any rights arising by virtue of any
prior or subsequent such occurrence.
    Section 12.7. Captions. The captions are inserted for
convenience of reference only and shall not affect the construction
of this Agreement.
    Section 12.8. 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.
If the final judgment of a court of competent jurisdiction declares
that any term or provision hereof is invalid or unenforceable, each
of the Company and the Participants agrees that the body making the
determination of invalidity or unenforceability shall have the power
to reduce the scope, duration or area of the term or provision, to
delete specific words or phrases, or to replace any invalid or
unenforceable term or provision with a term or provision that is
valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term or provision, and
this Agreement shall be enforceable as so modified.
    Section 12.9. Third Party Beneficiaries. Except to the extent
provided in any separate written agreement between the Company and
another Person, the provisions of this Agreement are not intended to
be for the benefit of any creditor or other Person (other than a
Participant in its capacity as such) to whom any debts, liabilities
or obligations are owed by (or who otherwise has any claim against)
the Company or any Participants. Moreover, notwithstanding anything
contained in this Agreement (but subject to the immediately
following sentence), no such creditor or other Person shall obtain
any rights under this Agreement or shall, by reason of this
Agreement, make any claim in respect of any debt, liability or
obligation (or otherwise) against the Company or any Participant.
Notwithstanding the foregoing provisions of this Section 12.9, each
Person entitled to indemnification under Section 4.8 that is not a
party to this Agreement shall be deemed to be an express third party
beneficiary of this Agreement for all purposes relating to such
Person's indemnification and exculpation rights hereunder.
    Section 12.10. Expenses. Except as may be otherwise specifically
provided to the contrary in this Agreement, including in Article XI,
or as may be otherwise determined by the Operating Committee, each
of the Company and the Participants shall bear its own internal
costs and expenses incurred in connection with this Agreement,
including those incurred in connection with all periodic meetings of
the Participants or the Operating Committee, and the transactions
contemplated hereby.
    Section 12.11. Specific Performance. Each of the Company and the
Participants acknowledges and agrees that one or more of them would
be damaged irreparably in the event any of the provisions of this
Agreement are not performed in accordance with their specific terms
or otherwise are breached. Accordingly, each such Person agrees that
each other such Person may be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement
and to enforce specifically this Agreement and the terms and
provisions hereof in any action instituted in any court having
jurisdiction over the Parties and the matter, in each case with no
need to post bond or other security.
    Section 12.12. Waiver of Partition. Each Participant agrees that
irreparable damage would be done to the Company if any Participant
brought an action in court to partition the assets or properties of
the Company. Accordingly, each Participant agrees that such Person
shall not, either directly or indirectly, take any action to require
partition or appraisal of the Company or of any of the assets or
properties of the Company, and notwithstanding any provisions of
this Agreement to the contrary, each Participant (and such
Participant's successors and permitted assigns) accepts the
provisions of this Agreement as such Person's sole entitlement on
termination, dissolution and/or liquidation of the Company and
hereby irrevocably waives any and all right to maintain any action
for partition or to compel any sale or other liquidation with
respect to such Person's interest, in or with respect to, any assets
or properties of the Company. Each Participant agrees not to
petition a court for the dissolution, termination or liquidation of
the Company.
    Section 12.13. Construction. The Company and all Participants
have participated jointly in negotiating and drafting this
Agreement. If an ambiguity or a question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by
the Company and all Participants, and no presumption or burden of
proof shall arise favoring or disfavoring any Person by virtue of
the authorship of any provision of this Agreement.
    Section 12.14. Incorporation of Exhibits, Appendices,
Attachments, Recitals and Schedules. The Exhibits, Appendices,
Attachments, Recitals and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.

[SIGNATURE PAGE FOLLOWS]

    IN WITNESS WHEREOF, the Participants have executed this Limited
Liability Company Agreement as of the day and year first above
written.

PARTICIPANTS:

[BATS EXCHANGE, INC.]

BATS BZX EXCHANGE, INC.

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

[BATS Y-EXCHANGE, INC.]

BATS BYX EXCHANGE, INC.

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

BOX OPTIONS EXCHANGE LLC

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

C2 OPTIONS EXCHANGE, INCORPORATED

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

CHICAGO STOCK EXCHANGE, INC.

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

[EDGA EXCHANGE, INC.]

BATS EDGA EXCHANGE, INC.

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

[EDGX EXCHANGE, INC.]

BATS EDGX EXCHANGE, INC.

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC.

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

ISE GEMINI, LLC

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

ISE MERCURY, LLC

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

INTERNATIONAL SECURITIES EXCHANGE, LLC

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

INVESTORS' EXCHANGE, LLC

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

MIAMI INTERNATIONAL SECURITIES EXCHANGE LLC

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

[NASDAQ OMX BX, INC.]

NASDAQ BX, INC.

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

[NASDAQ OMX PHLX LLC]

NASDAQ PHLX LLC

By:--------------------------------------------------------------------

-----------------------------------------------------------------------
Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

THE NASDAQ STOCK MARKET LLC

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

NATIONAL STOCK EXCHANGE, INC.

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

NEW YORK STOCK EXCHANGE LLC

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

NYSE MKT LLC

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

NYSE ARCA, INC.

By:--------------------------------------------------------------------

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

EXHIBIT A

PARTICIPANTS IN CAT NMS, LLC

------------------------------------------------------------------------

------------------------------------------------------------------------
[BATS Exchange, Inc.] Bats    [BATS Y-Exchange,     BOX Options Exchange
 BZX Exchange, Inc., 8050      Inc.] Bats BYX        LLC, 101 Arch St.,
 Marshall Drive, Lenexa, KS    Exchange, Inc.,       Suite 610, Boston,
 66214.                        8050 Marshall         MA 02110.
                               Drive, Lenexa, KS
                               66214.
C2 Options Exchange,          Chicago Board         Chicago Stock
 Incorporated, 400 South       Options Exchange,     Exchange, Inc., 440
 LaSalle St., Chicago, IL      Incorporated, 400     South LaSalle St.,
 60605.                        South LaSalle St.,    Suite 800, Chicago,
                               Chicago, IL 60605.    IL 60605.
[EDGA Exchange, Inc.] Bats    [EDGX Exchange,       Financial Industry
 EDGA Exchange, Inc., 8050     Inc.] Bats EDGX       Regulatory
 Marshall Drive Lenexa, KS     Exchange, Inc.,       Authority, Inc.,
 66214.                        8050 Marshall         1735 K Street NW.,
                               Drive, Lenexa, KS     Washington DC,
                               66214.                20006.
ISE Gemini, LLC, 60 Broad     International         Miami International
 Street, New York, New York    Securities            Securities Exchange
 10004.                        Exchange, LLC, 60     LLC, 7 Roszel Road,
                               Broad Street, New     5th floor,
                               York, New York        Princeton, NJ
                               10004.                08540.
[NASDAQ OMX BX, Inc.] NASDAQ  [NASDAQ OMX PHLX      The NASDAQ Stock
 BX, Inc., One Liberty         LLC] NASDAQ PHLX      Market LLC, One
 Plaza, 165 Broadway, New      LLC., 1900 Market     Liberty Plaza, 165
 York, NY 10006.               Street,               Broadway, New York,
                               Philadelphia, PA      NY 10006.
                               19103.
National Stock Exchange,      New York Stock        NYSE MKT LLC, 11
 Inc., 101 Hudson Street       Exchange LLC, 11      Wall St., New York,
 Suite 1200, Jersey City, NJ   Wall St., New York,   NY 10005.
 07302.                        NY 10005.
NYSE Arca, Inc., 11 Wall      ISE Mercury, LLC, 60  Investors' Exchange,
 St., New York, NY 10005.      Broad Street, New     LLC, 4 World Trade
                               York, NY 10004.       Center 44th Floor,
                                                     New York, NY 10007.
------------------------------------------------------------------------

APPENDIX A

Consolidated Audit Trail National Market System Plan Request for
Proposal, issued February 26, 2013, version 3.0 updated March 3, 2014

(The Request for Proposal is available at Securities Exchange Act
Release No. 77724 (CAT NMS Plan published for comment on May 17,
2016))

Certain provisions of Articles I-XII have been modified as noted on
the cover page of this CAT NMS Plan. To the extent text in the
following Appendices conflicts with any such modifications, the
modified language of Articles I-XII shall control

APPENDIX B

[Reserved]

APPENDIX C

DISCUSSION OF CONSIDERATIONS

SEC Rule 613(a)(1) Considerations

    SEC Rule 613(a) requires the Participants to discuss various
``considerations'' related to how the Participants propose to
implement the requirements of the CAT NMS Plan, cost estimates for
the proposed solution, and a discussion of the costs and benefits of
alternate solutions considered but not proposed.\3683\ This Appendix
C discusses the considerations identified in SEC Rule 613(a). The
first section below provides a background of the process the
Participants have undertaken to develop and draft the CAT NMS Plan.
Section A below addresses the requirements, set forth in SEC Rule
613(a)(1)(i) through (a)(1)(vi), that the ``Participants specify and
explain the choices they made to meet the requirements specified in
[SEC Rule 613] for the [CAT].'' \3684\ In many instances, details of
the requirements (i.e., the specific technical requirements that the
Plan Processor must meet) will be set forth in the Plan Processor
Requirements document (``PPR''). Relevant portions of the PPR are
outlined and described throughout this Appendix C, as well as
included as Appendix D.
---------------------------------------------------------------------------

    \3683\ Securities Exchange Act Release No. 67457 (July 18,
2012), 77 Fed. Reg. 45722, 45789 (Aug. 1, 2012) (``Adopting
Release'').
    \3684\ See Adopting Release at 45790. Section B below includes
discussions of reasonable alternatives to approaching the creation,
implementation, and maintenance of the CAT that the Participants
considered. See SEC Rule 613(a)(1)(xii).
---------------------------------------------------------------------------

    Section B below discusses the requirements in SEC Rule
613(a)(1)(vii) and SEC Rule 613(a)(1)(viii) that the CAT NMS Plan
include detailed estimates of the costs, and the impact on
competition, efficiency, and capital formation, for creating,
implementing, and maintaining the CAT. The information in Section B
below is intended to aid the Commission in its economic analysis of
the CAT and the CAT NMS Plan.\3685\
---------------------------------------------------------------------------

    \3685\ See Adopting Release at 45793.
---------------------------------------------------------------------------

    Section C below, in accordance with SEC Rule 613(a)(1)(x),
establishes objective milestones to assess the Participants'
progress toward the implementation of the CAT in accordance with the
CAT NMS Plan. This section includes a plan to eliminate existing
rules and systems (or components thereof) that will be rendered
duplicative by the CAT, as required by SEC Rule 613(a)(1)(ix).
    Section D below addresses how the Participants solicited the
input of their Industry Members and other appropriate parties in