[Federal Register Volume 85, Number 198 (Tuesday, October 13, 2020)]
[Notices]
[Pages 64565-64595]
[FR Doc No: 2020-22467]

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SECURITIES AND EXCHANGE COMMISSION

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

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

October 6, 2020.

I. Introduction

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

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

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

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

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

III. Solicitation of Comments

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

Effective and Operative Dates

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

Plan Structure as an LLC Agreement

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

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

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

Organization and Membership of LLC

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

Responsibilities of the Operating Committee

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

Composition and Selection of Operating Committee

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

Action of Operating Committee

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

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

Certain Transactions

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

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

Company Opportunities

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

Subcommittees

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

Officers

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

Disclosure of Potential Conflicts of Interest; Recusal

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

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

Confidentiality Policy

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

Processor Functions and Responsibilities

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

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

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

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

Administrator Functions and Responsibilities

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

Regulatory and Operational Halts

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

Capital Contributions; Capital Accounts; Allocations

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

Dissolution and Termination of the CT Plan LLC

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

Exculpation and Indemnification

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

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

Governing Law

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

Amendments

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

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

Distributions--Exhibit D

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

Analysis of Impact on Competition

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

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

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

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

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

Dispute Resolution

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

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

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

Electronic Comments

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

Paper Comments

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

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

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

Attachment A

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

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

Recitals

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

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

Article I. Definitions

Section 1.1 Definitions

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

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

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

Section 1.2 Interpretation

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

Article II. Organization

Section 2.1 Formation

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

Section 2.2 Name

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

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

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

Section 2.4 Purpose; Powers

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

Section 2.5 Term

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

Section 2.6 No State-Law Partnership

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

Article III. Membership

Section 3.1 Members

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

Section 3.2 New Members

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

Section 3.3 Transfer of Membership Interests

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

Section 3.4 Withdrawal From Membership

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

Section 3.5 Member Bankruptcy

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

Section 3.6 Undertaking by All Members

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

Section 3.7 Obligations and Liability of Members

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

Article IV. Management of the Company

Section 4.1 Operating Committee

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

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

Section 4.2 Composition and Selection of Operating Committee

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

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

Section 4.3 Action of Operating Committee

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

Section 4.4 Meetings of the Operating Committee

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

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

Section 4.5 Certain Transactions

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

Section 4.6 Company Opportunities

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