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

 
SECURITIES AND EXCHANGE COMMISSION 
(Release No. 34-90096; File No. 4-757) 
 
October 6, 2020 
 
Joint Industry Plan; Notice of Filing of a National Market System Plan Regarding Consolidated 
Equity Market Data 
 
I.  Introduction 
Pursuant to Section 11A of the Securities Exchange Act of 1934 (“Act”),
1
 and Rule 608 
of Regulation National Market System (“NMS”) thereunder,
2 
notice is hereby given that on 
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. 
                                                
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). 

2 
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
 
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 
                                                
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. 
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. 

3 
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. 
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. 

4 
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. 

5 
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. 

6 
10. Method and Frequency of Processor Evaluation 
Not applicable
8
 
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
 
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 
                                                
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 36. 
9
  See Order, supra note 6, 85 FR at 28703 (citing 15 U.S.C. 78k-1(c)(1)(B)). 

7 
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 

8 
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? 
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? 
                                                
10
  See id. at 28730. 
11
  See id. at 28703. 

9 
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 

10 
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 

11 
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? 
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. 
                                                
12
  See id. (citing 15 U.S.C. 78k-1(c)(1)(B)). 

12 
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 

13 
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 

14 
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 

15 
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? 
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 
                                                
13
  See infra Questions 52–52. 

16 
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 

17 
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, 

18 
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 

19 
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 

20 
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 

21 
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 

22 
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? 

23 
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
 
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 
                                                
14
  15 U.S.C. 78k-1(c)(1)(B). 

24 
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 

25 
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 

26 
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 

27 
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? 

28 
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? 

29 
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 
                                                
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. 

30 
Ministerial Amendments is appropriate? Are there specific types of amendments that should be 
included in or excluded from the definition of Ministerial Amendments? 
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? 
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? 
                                                
16
  See supra Section II.A.5. 
17
  See supra Section II.A.3. 

31 
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 

32 
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? 
*     *     *     *     * 
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 protected]. Please include File Number 4-757 on the 
subject line. 
                                                
18
  See supra Section II.A.11. 

33 
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 [insert date 30 days from publication in the Federal Register]. 
By the Commission. 
 
 
 
J. Matthew DeLesDernier 
Assistant Secretary 
  

A-1 
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; 

A-2 
(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. 
  
DEFINITIONS 
 
Definitions.  
As used throughout this Agreement and the Exhibits:  

A-3 
  “Administrator” means the Person selected by the Company to perform the 
administrative functions described in this Agreement pursuant to the Administrative Services 
Agreement. 
 “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.   
 “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. 
 “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. 
 “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. 
 “Best Bid and Offer” has the meaning ascribed to the term “best bid and best 
offer” by Rule 600(b)(8) of Regulation NMS.  
  “Capital Contributions” means any cash, cash equivalents, or other property that 
a Member contributes to the Company with respect to its Membership Interest. 
 “Chair” shall mean the individual elected pursuant to Section 4.4(e). 
 “Code” means the Internal Revenue Code of 1986, as amended.  
 “Commission” or “SEC” means the U.S. Securities and Exchange Commission. 
 “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. 
  “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 

A-4 
individual views and statements of Covered Persons and SEC staff disclosed during a meeting of 
the Operating Committee or any subcommittees thereunder. 
  “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. 
 “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.   
 “CQ Plan” means the Restated CQ Plan. 
  “CT Feeds” means the CT Quote Data Feed(s) and the CT Trade Data Feed(s). 
 “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. 
 “CT Trade Data Feed(s)” means the service(s) that provides Vendors and 
Subscribers with Transaction Reports for Eligible Securities. 
  “CTA Plan” means the Second Restatement of the CTA Plan. 
  “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. 
 “Delaware Act” means the Delaware Limited Liability Company Act, Title 6, 
Chapter 18, §§ 18-101, et seq., and any successor statute, as amended. 
 “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. 
 “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.     

A-5 
 “ET” means Eastern Time. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended.  
 “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. 
 “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. 
 “Fees” means fees charged to Vendors and Subscribers for Transaction Reports 
and Quotation Information in Eligible Securities. 
 “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. 
 “FINRA” means the Financial Industry Regulatory Authority, Inc. 
 “FINRA Participant” means a FINRA member that utilizes the facilities of 
FINRA pursuant to applicable FINRA rules. 
 “Fiscal Year” means the fiscal year of the Company adopted pursuant to Section 
10.1(a) of this Agreement. 
  “GAAP” means United States generally accepted accounting principles in effect 
from time to time, consistently applied. 
 “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. 

A-6 
 “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. 
 “Limit Up Limit Down” means the Plan to Address Extraordinary Market 
Volatility pursuant to Rule 608 of Regulation NMS under the Exchange Act. 
 “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. 
 “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. 
 “Market-Wide Circuit Breaker” means a halt in trading in all stocks in all Markets 
under the rules of a Primary Listing Market. 
 “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. 
 “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.    
 “Membership Fee” means the fee to be paid by a new Member pursuant to 
Section 3.2. 
 “Membership Interest” means an interest in the Company owned by a Member.  
  “Nasdaq” means The Nasdaq Stock Market LLC. 
 “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.  

A-7 
 “National securities association” means a securities association that is registered 
under Section 15A of the Exchange Act 
 “National securities exchange” means a securities exchange that is registered 
under Section 6 of the Exchange Act. 
 “Network A Security” means an Eligible Security for which NYSE is the Primary 
Listing Market. 
 “Network B Security” means an Eligible Security for which a national securities 
exchange other than NYSE or Nasdaq is the Primary Listing Market.   
 “Network C Security” means an Eligible Security for which Nasdaq is the 
Primary Listing Market.   
 “Non-Affiliated SRO” means a Member that is not affiliated with any other 
Member. 
 “Non-SRO Voting Representative” means an individual selected pursuant to 
Section 4.2(b) to serve on the Operating Committee. 
 “NYSE” means the New York Stock Exchange LLC. 
 “Officer” means each individual designated as an officer of the Company 
pursuant to Section 4.8. 
 “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. 
 “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. 
  “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. 
 “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. 
 “Person” means an individual, corporation, partnership, joint venture, limited 
liability company, Governmental Authority, unincorporated organization, trust, association, or 
other entity. 

A-8 
 “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. 
  “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. 
 “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. 
 “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. 
 “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. 
“Restricted Information” means highly sensitive customer-specific financial 
information, customer-specific audit information, other customer financial information, and 
personal identifiable information. 
 “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. 

A-9 
 “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.   
  “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.   
 “Self-regulatory organization” or “SRO” has the meaning provided in Section 
3(a)(26) of the Exchange Act. 
 “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. 
 “SIP Halt Resume Time” means the time that the Primary Listing Market 
determines as the end of a SIP Halt. 
 “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. 
 “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. 
 “SRO Group” means a group of Members that are Affiliates.    
 “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. 
 “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. 
 “System” means all data processing equipment, software, communications 
facilities, and other technology and facilities, utilized by the Company or the Processors in 

A-10 
connection with the collection, consolidation, and dissemination of Transaction Reports, 
Quotation Information, and other information concerning Eligible Securities. 
  “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. 
 “Trading Center” has the same meaning as that term is defined in Rule 600(b)(82) 
of Regulation NMS. 
 “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. 
 “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. 
 “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. 
 “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. 
 “Voting Representative” means an SRO Voting Representative or a Non-SRO 
Voting Representative. 
 
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, 

A-11 
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. 
  
ORGANIZATION 
 
Formation.  
 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. 
 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.  
 
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.” 
 
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.  

A-12 
(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. 
 
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.
 
 
 
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. 

A-13 
 
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.  
  
MEMBERSHIP 
 
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.  
 
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. 
 
 

A-14 
 
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. 
 
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. 
 
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. 
 

A-15 
 
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. 
 
Obligations and Liability of Members. 
 Except as otherwise provided in this Agreement or Applicable Law, no Member 
shall be obligated to contribute capital or make loans to the Company. 
 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.  
 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. 
 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. 

A-16 
 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. 
  
MANAGEMENT OF THE COMPANY 
 
Operating Committee.  
 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;  

A-17 
(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. 
 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.  
 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. 
 
Composition and Selection of Operating Committee.  
  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.   
 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: 

A-18 
(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: 
 Issuer Representative: First Quarterly Operating Committee 
Meeting after Effective Date; 
 Retail Representative: First Quarterly Operating Committee 
Meeting after Effective Date; 
 Institutional investor: First Quarterly Operating Committee 
Meeting after Effective Date 
 Securities market data vendor: Third Quarterly Operating 
Committee Meeting after Effective Date; 
 Broker-dealer with a predominantly retail investor customer base: 
Third Quarterly Operating Committee Meeting after Effective Date; and 
 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. 
 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.   

A-19 
 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.   
 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. 
 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. 
 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. 

A-20 
(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. 
 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.  
 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. 
 
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 

A-21 
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. 
 All actions of the Operating Committee will require an augmented majority vote 
consisting of the affirmative vote of not less than (2/3
rd
) 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. 
 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. 
 
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.  

A-22 
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 2/3
rd
 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.   

A-23 
(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: 
 Any topic that requires discussion of Highly Confidential 
Information; 
 Vendor or Subscriber Audit Findings; and 
 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). 

A-24 
(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.  
 
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. 
 
Company Opportunities.  
(a) Each Member, its Affiliates, and each of their respective equity holders, 
controlling persons and employees may have business interests and engage in business activities 
in addition to those relating to the Company.  Neither the Company nor any Member shall have 
any rights by virtue of this Agreement in any business ventures of any such Person. 
(b) Each Member expressly acknowledges that (i) the other Members are permitted to 
have, and may presently or in the future have, investments or other business relationships with 
Persons engaged in the business of the Company other than through the Company (an “Other 
Business”), (ii) the other Members have and may develop strategic relationships with businesses 
that are and may be competitive or complementary with the Company, (iii) the other Members 
shall not be obligated to recommend or take any action that prefers the interests of the Company 
or any Member over its own interests, (iv) none of the other Members will be prohibited by 
virtue of their ownership of equity in the Company or service on the Operating Committee (or 
body performing similar duties) from pursuing and engaging in any such activities, (v) none of 
the other Members will be obligated to inform or present to the Company any such opportunity, 
relationship, or investment, (vi) such Member will not acquire or be entitled to any interest or 
participation in any Other Business as a result of the participation therein of any of the other 
Members, and (vii) the involvement of another Member in any Other Business in and of itself 
will not constitute a conflict of interest by such Person with respect to the Company or any of the 
Members. 
 
Subcommittees.  
(a) Subject to Section 4.1, the Operating Committee shall have the power and right, 
but not the obligation, to create and disband subcommittees of the Operating Committee and to 
determine the duties, responsibilities, powers, and composition of such subcommittees.  
Subcommittee chairs will be selected by the Chair of the Operating Committee from SRO Voting 
Representatives or Member Observers with input from the Operating Committee.   
(b) SRO Voting Representatives, Non-SRO Voting Representatives, Member 
Observers, SEC Staff, and other persons as deemed appropriate by the Operating Committee 
may attend meetings of any subcommittees.    

A-25 
(c) Notwithstanding paragraph (b), 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 the attorney-client privilege of the Company or that is 
attorney work product of the Company. 
 
Officers. 
(a) In addition to the Chair and Secretary, the Members may (but need not), from 
time to time, designate and appoint one or more persons as an Officer of the Company by a 
majority vote of the Members. Other than the Chair, no Officer need be a Voting Representative. 
Any Officers so designated shall have such authority and perform such duties as the Members 
may, from time to time, delegate to them. Any such delegation may be revoked at any time by a 
majority vote of the Members in their sole discretion. The Members may assign titles to 
particular Officers. Each Officer shall hold office until such Officer’s successor shall be duly 
designated or until such Officer’s death, resignation, or removal as provided in this Agreement. 
Any number of offices may be held by the same individual. Officers shall not be entitled to 
receive salary or other compensation, unless approved by the Members by a majority vote.  
(b) Any Officer may resign at any time. Such resignation shall be made in writing 
and shall take effect at the time specified in the notice, or if no time be specified, at the time of 
its receipt by the Members. The acceptance of a resignation shall not be necessary to make it 
effective.  
(c) Any Officer may be removed at any time upon the majority vote of the Members. 
 
Commission Access to Information.  
Nothing in this Agreement shall be interpreted to limit or impede the rights of the 
Commission to access information of the Company or any of the Members (including their 
employees) pursuant to U.S. federal securities laws and the rules and regulations promulgated 
thereunder. 
 
Disclosure of Potential Conflicts of Interest; Recusal. 
(a) Disclosure Requirements. The Members, the Processors, the Administrator, the 
Non-SRO Voting Representatives, and each service provider or subcontractor engaged in 
Company business (including the audit of Subscribers’ data usage) that has access to Restricted 
or Highly Confidential information (for purposes of this section, “Disclosing Parties”) shall 
complete the applicable questionnaire to provide the required disclosures set forth below to 
disclose all material facts necessary to identify potential conflicts of interest. The Operating 
Committee, a Member, Processors, or Administrator may not use a service provider or 
subcontractor on Company business unless that service provider or subcontractor has agreed in 
writing to provide the disclosures required by this section and has submitted completed 
disclosures to the Administrator prior to starting work. If state laws, rules, or regulations, or 
applicable professional ethics rules or standards of conduct, would act to restrict or prohibit a 

A-26 
Disclosing Party from making any particular required disclosure, a Disclosing Party shall refer to 
such law, rule, regulation, or professional ethics rule or standard and include in response to that 
disclosure the basis for its inability to provide a complete response. This does not relieve the 
Disclosing Party from disclosing any information it is not restricted from providing. 
(i) A potential conflict of interest may exist when personal, business, 
financial, or employment relationships could be perceived by a reasonable objective 
observer to affect the ability of a person to be impartial.  
(ii) Updates to Disclosures. Following a material change in the information 
disclosed pursuant to Section 4.10(a), a Disclosing Party shall promptly update its 
disclosures. Additionally, a Disclosing Party shall update annually any inaccurate 
information prior to the Operating Committee’s first quarterly meeting of a calendar year.  
(iii) Public Dissemination of Disclosures. The Disclosing Parties shall provide 
the Administrator with its disclosures and any required updates. The Administrator shall 
ensure that the disclosures are promptly posted to the Company’s website.  
(iv) The Company will arrange for Disclosing Parties that are not Members or 
Non-SRO Voting Representatives to comply with the required disclosures and recusals 
under this Section 4.10 and Exhibit B in their respective agreements with either the 
Company, a Member, the Administrator, or the Processors. 
(b) Recusal. 
(i) A Disclosing Party may not appoint as its Voting Representative a person 
that is responsible for or involved with the procurement for, or development, modeling, 
pricing, licensing, or sale of PDP offered to customers of the CT Feeds if the person has a 
financial interest (including compensation) that is tied directly to the Disclosing Party’s 
market data business or the procurement of market data and if that compensation would 
cause a reasonable objective observer to expect the compensation to affect the 
impartiality of the representative.  
(ii) A Disclosing Party (including its representative(s), employees, and agents) 
will be recused from participating in Company activities if it has not submitted a required 
disclosure form or the Operating Committee votes that its disclosure form is materially 
deficient. The recusal will be in effect until the Disclosing Party submits a sufficiently 
complete disclosure form to the Administrator.  
(iii) A Disclosing Party, including its representative(s), and its Affiliates and 
their representative(s), are recused from voting on matters in which it or its Affiliate (i) is 
seeking a position or contract with the Company or (ii) have a position or contract with 
the Company and whose performance is being evaluated by the Company.  

A-27 
(iv) All recusals, including a person’s determination of whether to voluntarily 
recuse himself or herself, shall be reflected in the meeting minutes.  
(c) Required Disclosures.  As part of the disclosure regime, the Members, the 
Processors, the Administrator, Non-SRO Voting Representatives, and service providers and 
subcontractors must respond to questions that are tailored to elicit responses that disclose the 
potential conflicts of interest as set forth in Exhibit B.  
(d) If the Commission’s approval order of the conflicts of interest policies filed by the 
CQ Plan, CTA Plan, or UTP Plan is stayed or overturned by a Governmental Authority, the 
requirements of this Section 4.10 and Exhibit B shall not apply. 
 
Confidentiality Policy. 
(a) The Members and Non-SRO Voting Representatives are subject to the 
Confidentiality Policy set forth in Exhibit C to the Plan.  The Company will arrange for Covered 
Persons that are not Members or Non-SRO Voting Representatives to comply with the 
Confidentiality Policy under their respective agreements with either the Company, a Member, 
the Administrator, or the Processors.   
(b) If the Commission’s approval order of the confidentiality policy filed by the CQ 
Plan, CTA Plan, or UTP Plan is stayed or overturned by a Governmental Authority, the 
requirements of this Section 4.11 and Exhibit C shall not apply.  
  
THE PROCESSORS; INFORMATION; INDEMNIFICATION 
 
General Functions of the Processors.  
Subject to the general direction of the Operating Committee, as more fully set forth in the 
agreement to be entered into between the Company and the Processors (the “Processor Services 
Agreements”), the Company shall require the Processors to perform certain processing functions 
on behalf of the Company. Among other things, the Company shall require the Processors to 
collect from the Members, and consolidate and disseminate to Vendors and Subscribers, 
Transaction Reports and Quotation Information in Eligible Securities in a manner designed to 
assure the prompt, accurate, and reliable collection, processing, and dissemination of information 
with respect to all Eligible Securities in a fair and non-discriminatory manner. 
 
Evaluation of the Processors.  
The Processors’ performance of their functions under the Processor Services Agreements 
shall be subject to review at any time as determined by a vote of the Operating Committee 
pursuant to Section 4.3; provided, however, that a review shall be conducted at least once every 
two calendar years but not more frequently than once each calendar year (unless the Processors 
have materially defaulted in their obligations under the Processor Services Agreements and such 

A-28 
default has not been cured within the applicable cure period set forth in the Processor Services 
Agreements, in which event such limitation shall not apply).  The Operating Committee may 
review the Processors at staggered intervals. 
 
Process for Selecting New Processors.  
(a) No later than upon the termination or withdrawal of a Processor or the expiration 
of a Processor Services Agreement with a Processor, the Operating Committee shall establish 
procedures for selecting a new Processor (the “Processor Selection Procedures”).  The Operating 
Committee, as part of the process of establishing Processor Selection Procedures, may solicit and 
consider the timely comment of any entity affected by the operation of this Agreement.  
(b) The Processor Selection Procedures shall be established by the affirmative vote of 
the Operating Committee pursuant to Section 4.3, and shall set forth, at a minimum: 
(i) the entity that will:  
 draft the Operating Committee’s request for proposal for bids on a 
new Processor;  
 assist the Operating Committee in evaluating bids for the new 
Processor; and  
 otherwise provide assistance and guidance to the Operating 
Committee in the selection process; 
(ii) the minimum technical and operational requirements to be fulfilled by the 
Processor; 
(iii) the criteria to be considered in selecting the Processor; and 
(iv) the entities (other than Voting Representatives) that are eligible to 
comment on the selection of the Processor. 
 
Transmission of Information to Processors by Members. 
(a) Quotation Information. 
(i) Each Member shall, during the time it is open for trading, be responsible 
for promptly collecting and transmitting to the Processors accurate Quotation Information 
in Eligible Securities through any means set forth in the Processor Services Agreements 
to ensure that the Company complies with its obligations under the Processor Services 
Agreements. 
(ii) Quotation Information shall include:  

A-29 
 identification of the Eligible Security, using the Listing Market’s 
symbol; 
 the price bid and offered, together with size; 
 for FINRA, the FINRA Participant along with the FINRA 
Participant’s market participant identification or Member from which the 
quotation emanates; 
 appropriate timestamps; 
 identification of quotations that are not firm; and 
 through appropriate codes and messages, withdrawals and similar 
matters. 
(iii) In addition, Quotation Information shall include:  
 in the case of a national securities exchange, the reporting 
Participant’s matching engine publication timestamp; or  
 in the case of FINRA, the quotation publication timestamp that 
FINRA’s bidding or offering member reports to FINRA’s quotation facility in 
accordance with FINRA rules. In addition, if FINRA’s quotation facility provides 
a proprietary feed of its quotation information, then the quotation facility shall 
also furnish the Processors with the time of the quotation as published on the 
quotation facility’s proprietary feed.  FINRA shall convert any quotation times 
reported to it to nanoseconds and shall furnish such times to the Processors in 
nanoseconds since Epoch. 
(b) Transaction Reports. 
(i) Each Member shall, during the time it is open for trading, be responsible 
for promptly transmitting to the Processor Transaction Reports in Eligible Securities 
executed in its Market by means set forth in the Processor Services Agreements.   
(ii) Transaction Reports shall include:  
 identification of the Eligible Security, using the Listing Market’s 
symbol; 
 the number of shares in the transaction; 
 the price at which the shares were purchased or sold; 
 the buy/sell/cross indicator; 

A-30 
 appropriate timestamps; 
 the Market of execution; and 
 through appropriate codes and messages, late or out-of-sequence 
trades, corrections, and similar matters. 
(iii) In addition, Transaction Reports shall include the time of the transaction 
as identified in the Participant’s matching engine publication timestamp. However, in the 
case of FINRA, the time of the transaction shall be the time of execution that a FINRA 
member reports to a FINRA trade reporting facility in accordance with FINRA rules. In 
addition, if the FINRA trade reporting facility provides a proprietary feed of trades 
reported by the trade reporting facility to the Processor, then the FINRA trade reporting 
facility shall also furnish the Processors with the time of the transmission as published on 
the facility’s proprietary feed. The FINRA trade reporting facility shall convert times that 
its members report to it to nanoseconds and shall furnish such times to the Processors in 
nanoseconds since Epoch. 
(iv) Each Member shall (a) transmit all Transaction Reports in Eligible 
Securities to the Processors as soon as practicable, but not later than 10 seconds, after the 
time of execution, (b) establish and maintain collection and reporting procedures and 
facilities reasonably designed to comply with this requirement, and (c) designate as “late” 
any last sale price not collected and reported in accordance with the above-referenced 
procedures or as to which the Member has knowledge that the time interval after the time 
of execution is significantly greater than the time period referred to above.  The Members 
shall seek to reduce the time period for reporting last sale prices to the Processors as 
conditions warrant. 
(v) The following types of transactions are not required to be reported to the 
Processors pursuant to this Agreement:  
 transactions that are part of a primary distribution by an issuer or 
of a registered secondary distribution or of an unregistered secondary distribution; 
 transactions made in reliance on Section 4(a)(2) of the Securities 
Act of 1933; 
 transactions in which the buyer and the seller have agreed to trade 
at a price unrelated to the current market for the security (e.g., to enable the seller 
to make a gift);
 
 
 the acquisition of securities by a broker-dealer as principal in 
anticipation of making an immediate exchange distribution or exchange offering 
on an exchange; 

A-31 
 purchases of securities pursuant to a tender offer; 
 purchases or sales of securities effected upon the exercise of an 
option pursuant to the terms thereof or the exercise of any other right to acquire 
securities at a pre-established consideration unrelated to the current market; and 
 transfers of securities that are expressly excluded from trade 
reporting under FINRA rules. 
(c) The following symbols shall be used to denote the applicable Member: 
CODE MEMBER 
A NYSE American LLC 
Z Cboe BZX Exchange, Inc. 
Y Cboe BYX Exchange, Inc. 
B Nasdaq BX, Inc. 
W Cboe Exchange, Inc. 
M NYSE Chicago, Inc. 
J Cboe EDGA Exchange, Inc. 
K Cboe EDGX Exchange, Inc. 
I Nasdaq ISE, LLC 
V Investors’ Exchange LLC 
D Financial Industry Regulatory Authority, Inc. 
Q The Nasdaq Stock Market LLC 
C NYSE National, Inc. 
N New York Stock Exchange LLC 
P NYSE Arca, Inc. 
X Nasdaq PHLX LLC 
L Long-Term Stock Exchange Inc. 
U MEMX LLC  
 
(d) Indemnification. 
(i) Each Member agrees, severally and not jointly, to indemnify and hold 
harmless and defend the Company, each other Member, the Processors, the 
Administrator, the Operating Committee, and each of their respective directors, officers, 
employees, agents, and Affiliates (each, an “Member Indemnified Party”) from and 
against any and all loss, liability, claim, damage, and expense whatsoever incurred or 
threatened against such Member Indemnified Party as a result of a system error or 
disruption at such Member’s Market affecting any Transaction Reports, Quotation 
Information, or other information reported to the Processors by such Member and 
disseminated by the Processors to Vendors and Subscribers. This indemnity shall be in 
addition to any liability that the indemnifying Member may otherwise have.  

A-32 
(ii) Promptly after receipt by a Member Indemnified Party of notice of the 
commencement of any action, such Member Indemnified Party will, if it intends to make 
a claim in respect thereof against an indemnifying Member, notify the indemnifying 
Member in writing of the commencement thereof; provided, however, that the failure to 
so notify the indemnifying Member will only relieve the indemnifying Member from any 
liability which it may have to any Member Indemnified Party to the extent such 
indemnifying Member is actually prejudiced by such failure. In case any such action is 
brought against any Member Indemnified Party and it promptly notifies an indemnifying 
Member of the commencement thereof, the indemnifying Member will be entitled to 
participate in, and, to the extent that it elects (jointly with any other indemnifying 
Member similarly notified), to assume and control the defense thereof with counsel 
chosen by it. After notice from the indemnifying Member of its election to assume the 
defense thereof, the indemnifying Member will not be liable to such Indemnified Party 
for any legal or other expenses subsequently incurred by such Member Indemnified Party 
in connection with the defense thereof but the Member Indemnified Party may, at its own 
expense, participate in such defense by counsel chosen by it without, however, impairing 
the indemnifying Member’s control of the defense. If the indemnifying Member has 
assumed the defense in accordance with the terms hereof, the indemnifying Member may 
enter into a settlement or consent to any judgment without the prior written consent of the 
Member Indemnified Party if (i) such settlement or judgment involves monetary damages 
only, all of which will be fully paid by the indemnifying Member and without admission 
of fault or culpability on behalf of any Member Indemnified Party, and (ii) a term of the 
settlement or judgment is that the Person or Persons asserting such claim unconditionally 
and irrevocably release all Member Indemnified Parties from all liability with respect to 
such claim; otherwise, the consent of the Member Indemnified Party shall be required in 
order to enter into any settlement of, or consent to the entry of a judgment with respect to, 
any claim (which consent shall not be unreasonably withheld, delayed, or conditioned). 
 
Operational Issues.  
(a) Each Member shall be responsible for collecting and validating quotes and last 
sale reports within its own system prior to transmitting this data to the Processors. 
(b) Each Member may utilize a dedicated Member line into the Processors to transmit 
Transaction Reports and Quotation Information to the Processors.  
(c) Whenever a Member determines that a level of trading activity or other unusual 
market conditions prevent it from collecting and transmitting Transaction Reports or Quotation 
Information to the Processor, or where a trading halt or suspension in an Eligible Security is in 
effect in its Market, the Member shall promptly notify the Processors of such condition or event 
and shall resume collecting and transmitting Transaction Reports and Quotation Information to it 
as soon as the condition or event is terminated. In the event of a system malfunction resulting in 
the inability of a Member or its members to transmit Transaction Reports or Quotation 
Information to the Processors, the Member shall promptly notify the Processors of such event or 

A-33 
condition. Upon receiving such notification, the Processors shall take appropriate action, 
including either closing the quotation or purging the system of the affected quotations. 
  
THE ADMINISTRATOR 
 
General Functions of the Administrator.  
Subject to the general direction of the Operating Committee, as more fully set forth in the 
agreement entered into between the Company and the Administrator (the “Administrative 
Services Agreement”), the Administrator shall perform administrative functions on behalf of the 
Company including recordkeeping; administering Vendor and Subscriber contracts; 
administering Fees, including billing, collection, and auditing of Vendors and Subscribers; 
administering Distributions; tax functions of the Company; and the preparation of the 
Company’s audited financial reports.   
 
Evaluation of the Administrator.  
The Administrator’s performance of its functions under the Administrative Services 
Agreement shall be subject to review at any time as determined by an affirmative vote of the 
Operating Committee pursuant to Section 4.3; provided, however, that a review shall be 
conducted at least once every two calendar years but not more frequently than once each 
calendar year (unless the Administrator has materially defaulted in its obligations under the 
Administrative Services Agreement and such default has not been cured within the applicable 
cure period set forth in the Administrative Services Agreement, in which event such limitation 
shall not apply). The Operating Committee shall appoint a subcommittee or other Persons to 
conduct the review. The Company shall require the reviewer to provide the Operating Committee 
with a written report of its findings and to make recommendations (if necessary), including with 
respect to the continuing operation of the Administrator. The Administrator shall be required to 
assist and participate in such review. The Operating Committee shall notify the Commission of 
any recommendations it may approve as a result of the review of the Administrator and shall 
supply the Commission with a copy of any reports that may be prepared in connection therewith. 
 
Process for Selecting New Administrator.  
Prior to the Operative Date, upon the termination or withdrawal of the Administrator, or 
upon the expiration of the Administrative Services Agreement, the Operating Committee shall 
establish procedures for selecting a new Administrator (the “Administrator Selection 
Procedures”).  The Administrator selected by the Operating Committee may not be owned or 
controlled by a corporate entity that, either directly or via another subsidiary, offers for sale its 
own PDP. The Operating Committee, as part of the process of establishing Administrator 
Selection Procedures, may solicit and consider the timely comment of any entity affected by the 
operation of this Agreement. The Administrator Selection Procedures shall be established by the 
Voting Representatives pursuant to Section 4.3, and shall set forth, at a minimum:  

A-34 
 the entity that will:  
(i) draft the Operating Committee’s request for proposal for bids on a new 
Administrator; 
(ii) assist the Operating Committee in evaluating bids for the new 
Administrator; and  
(iii) otherwise provide assistance and guidance to the Operating Committee in 
the selection process. 
 the minimum technical and operational requirements to be fulfilled by the 
Administrator; 
 the criteria to be considered in selecting the Administrator; and 
 the entities (other than Voting Representatives) that are eligible to comment on 
the selection of the Administrator. 
  
REGULATORY MATTERS 
 
Regulatory and Operational Halts. 
(a) Operational Halts. A Member shall notify the Processors if it has concerns about 
its ability to collect and transmit quotes, orders, or last sale prices, or where it has declared an 
Operational Halt or suspension of trading in one or more Eligible Securities, pursuant to the 
procedures adopted by the Operating Committee. 
(b) Regulatory Halts.  
(i) The Primary Listing Market may declare a Regulatory Halt in trading for 
any security for which it is the Primary Listing Market: 
 as provided for in the rules of the Primary Listing Market; 
 if it determines there is a SIP Outage, Material SIP Latency, or 
Extraordinary Market Activity; or 
 in the event of national, regional, or localized disruption that 
necessitates a Regulatory Halt to maintain a fair and orderly market. 
(ii) In making a determination to declare a Regulatory Halt under 
subparagraph (b)(i), the Primary Listing Market will consider the totality of information 
available concerning the severity of the issue, its likely duration, and potential impact on 
Member Firms and other market participants and will make a good-faith determination 

A-35 
that the criteria of subparagraph (b)(i) have been satisfied and that a Regulatory Halt is 
appropriate. The Primary Listing Market will consult, if feasible, with the affected 
Trading Center(s), the other Members, or the Processors, as applicable, regarding the 
scope of the issue and what steps are being taken to address the issue. Once a Regulatory 
Halt under subparagraph (b)(i) has been declared, the Primary Listing Market will 
continue to evaluate the circumstances to determine when trading may resume in 
accordance with the rules of the Primary Listing Market. 
(c) Initiating a Regulatory Halt.  
(i) The start time of a Regulatory Halt is when the Primary Listing Market 
declares the halt, regardless of whether an issue with communications impacts the 
dissemination of the notice. 
(ii) If a Processor is unable to disseminate notice of a Regulatory Halt or the 
Primary Listing Market is not open for trading, the Primary Listing Market will take 
reasonable steps to provide notice of a Regulatory Halt, which shall include both the type 
and start time of the Regulatory Halt, by dissemination through: 
 PDP; 
 posting on a publicly-available Member website; or 
 system status messages. 
(iii) Except in exigent circumstances, the Primary Listing Market will not 
declare a Regulatory Halt retroactive to a time earlier than the notice of such halt. 
(iv) Resumption of Trading After Regulatory Halts Other Than SIP Halts. The 
Primary Listing Market will declare a resumption of trading when it makes a good-faith 
determination that trading may resume in a fair and orderly manner and in accordance 
with its rules. 
(v) For a Regulatory Halt that is initiated by another Member that is a Primary 
Listing Market, a Member may resume trading after the Member receives notification 
from the Primary Listing Market that the Regulatory Halt has been terminated. 
(d) Resumption of Trading After SIP Halt.  
(i) The Primary Listing Market will determine the SIP Halt Resume Time. In 
making such determination, the Primary Listing Market will make a good-faith 
determination and consider the totality of information to determine whether resuming 
trading would promote a fair and orderly market, including input from the Processors, the 
other Members, or the operator of the system in question (as well as any Trading 
Center(s) to which such system is linked), regarding operational readiness to resume 

A-36 
trading. The Primary Listing Market retains discretion to delay the SIP Halt Resume 
Time if it believes trading will not resume in a fair and orderly manner. 
(ii) The Primary Listing Market will terminate a SIP Halt with a notification 
that specifies a SIP Halt Resume Time. The Primary Listing Market shall provide a 
minimum notice of a SIP Halt Resume Time, as specified by the rules of the Primary 
Listing Market, during which period market participants may enter quotes and orders in 
the affected securities. During Regular Trading Hours, the last SIP Halt Resume Time 
before the end of Regular Trading Hours shall be an amount of time as specified by the 
rules of the Primary Listing Market. The Primary Listing Market may stagger the SIP 
Halt Resume Times for multiple symbols in order to reopen in a fair and orderly manner. 
(iii) During Regular Trading Hours, if the Primary Listing Market does not 
open a security within the amount of time as specified by the rules of the Primary Listing 
Market after the SIP Halt Resume Time, a Member may resume trading in that security. 
Outside Regular Trading Hours, a Member may resume trading immediately after the SIP 
Halt Resume Time. 
(e) Member to Halt Trading During Regulatory Halt. A Member will halt trading for 
any security traded on its Market if the Primary Listing Market declares a Regulatory Halt for the 
security. 
(f) Communications. Whenever, in the exercise of its regulatory functions, the 
Primary Listing Market for an Eligible Security determines it is appropriate to initiate a 
Regulatory Halt, the Primary Listing Market will notify all other Members and the affected 
Processors of such Regulatory Halt as well as provide notice that a Regulatory Halt has been 
lifted using such protocols and other emergency procedures as may be mutually agreed to 
between the Members and the Primary Listing Market. The affected Processors shall disseminate 
to Members notice of the Regulatory Halt (as well as notice of the lifting of a Regulatory Halt) 
(i) through the CT Feeds or (ii)  any other means the affected Processors, in its sole discretion, 
considers appropriate. Each Member shall be required to continuously monitor these 
communication protocols established by the Operating Committee and the Processors during 
market hours, and the failure of a Member to do so shall not prevent the Primary Listing Market 
from initiating a Regulatory Halt in accordance with the procedures specified herein.  
 
Hours of Operation of the System. 
(a) Quotation Information shall be entered, as applicable, by Members as to all 
Eligible Securities in which they make a market during Regular Trading Hours on all days the 
Processors are in operation. Transaction Reports shall be entered between 9:30 a.m. and 4:00:10 
p.m. ET by Members as to all Eligible Securities in which they execute transactions during 
Regular Trading Hours on all days the Processors are in operation. 

A-37 
(b) Members that execute transactions in Eligible Securities outside of Regular 
Trading Hours, shall report such transactions as follows: 
(i) transactions in Eligible Securities executed between 4:00 a.m. and 9:29:59 
a.m. ET and between 4:00:01 p.m. and 8:00 p.m. ET, shall be designated with an 
appropriate indicator to denote their execution outside normal market hours; 
(ii) transactions in Eligible Securities executed after 8:00 p.m. and before 
12:00 a.m. (midnight) shall be reported to the Processors between the hours of 4:00 a.m. 
and 8:00 p.m. ET on the next business day (T+1), and shall be designated “as/of” trades 
to denote their execution on a prior day, and be accompanied by the time of execution; 
(iii) transactions in Eligible Securities executed between 12:00 a.m. (midnight) 
and 4:00 a.m. ET shall be transmitted to the Processors between 4:00 a.m. and 9:30 a.m. 
ET, on trade date, shall be designated with an appropriate indicator to denote their 
execution outside normal market hours, and shall be accompanied by the time of 
execution; and 
(iv) transactions reported pursuant to this Section 7.3 shall be included in the 
calculation of total trade volume for purposes of determining Net Distributable Operating 
Revenue, but shall not be included in the calculation of the daily high, low, or last sale. 
(c) Late trades shall be reported in accordance with the rules of the Member in whose 
Market the transaction occurred and can be reported between the hours of 4:00 a.m. and 8:00 
p.m. ET. 
(d) The Processors shall collect, process and disseminate Quotation Information in 
Eligible Securities at other times between 4:00 a.m. and 9:30 a.m. ET, and after 4:00 p.m. ET, 
when any Member or FINRA Participant is open for trading, until 8:00 p.m. ET (the “Additional 
Period”); provided, however, that the National Best Bid and Offer quotation will not be 
disseminated before 4:00 a.m. or after 8:00 p.m. ET. Members that enter Quotation Information 
or submit Transaction Reports to the Processors during the Additional Period shall do so for all 
Eligible Securities in which they enter quotations. 
  
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS 
 
Capital Accounts. 
(a) A separate capital account (“Capital Account”) shall be established and 
maintained by the Company for each Member in accordance with section 704(b) of the Code and 
Treasury Regulation section 1.704-1 (b)(2)(iv). There shall be credited to each Member’s Capital 
Account (i) the Capital Contributions (at fair market value in the case of contributed property) 
made by such Member (which shall be deemed to be zero for the initial Members), 

A-38 
(ii) allocations of Company profits and gain (or items thereof) to such Member pursuant to 
Section 10.2 and (iii) any recaptured tax credits, or portion thereof, to the extent such increase to 
the tax basis of a Member’s interest in the Company may be allowed pursuant to the Code. Each 
Member’s Capital Account shall be decreased by (x) the amount of distributions (at fair market 
value in the case of property distributed in kind) to such Member, (y) allocations of Company 
losses to such Member (including expenditures which can neither by capitalized nor deducted for 
tax purposes, organization and syndication expenses not subject to amortization and loss on sale 
or disposition of the Company’s assets, whether or not disallowed under sections 267 or 707 of 
the Code) pursuant to Section 10.2 and (z) any tax credits, or portion thereof, as may be required 
to be charged to the tax basis of a Membership Interest pursuant to the Code. Capital Accounts 
shall not be adjusted to reflect a Member’s share of liabilities under section 752 of the Code.
 
 
(b) The fair market value of contributed, distributed, or revalued property shall be 
agreed to by the Operating Committee or, if there is no such agreement, by an appraisal.  
(c) The foregoing provisions and the other provisions of this Agreement relating to 
the maintenance of Capital Accounts are intended to comply with Treasury Regulation 
section 1.704-1(b) promulgated under section 704(b) of the Code, and shall be interpreted and 
applied in a manner consistent with such Treasury Regulations. 
 
Additional Capital Contributions.  
Except with the approval of the Operating Committee or as otherwise provided in this 
Section 8.2, no Member shall be obligated or permitted to make any additional contribution to 
the capital of the Company. The Members agree to make additional Capital Contributions from 
time to time as appropriate in respect of reasonable administrative and other reasonable expenses 
of the Company. 
 
Distributions.  
Except as set forth in this Section 8.3 and Section 11.2, and subject to the provisions of 
Section 13.1, Distributions shall be made to the Members at the times and in the aggregate 
amounts set forth in Exhibit D. Notwithstanding any provisions to the contrary contained in this 
Agreement, the Company shall not make a Distribution to a Member on account of its interest in 
the Company if such Distribution would violate Section 18-607 of the Delaware Act or other 
Applicable Law. Distributions may be made in cash or, if determined by the Operating 
Committee, in-kind. The Operating Committee may reserve amounts for anticipated expenses or 
contingent liabilities of the Company. In the event that additional Capital Contributions are 
called for, and any Member fails to provide the full amount of such additional Capital 
Contributions as set forth in the relevant resolution of the Operating Committee, any 
Distributions to be made to such defaulting Member shall be reduced by the amount of any 
required but unpaid Capital Contribution due from such Member.
 
 

A-39 
  
ALLOCATIONS 
 
Calculation of Profits and Losses.  
To the fullest extent permitted by Applicable Law, the profits and losses of the Company 
shall be determined for each fiscal year in a manner consistent with GAAP. 
 
Allocation of Profits and Losses.  
(a) Except as otherwise set forth in this Section 9.2, for Capital Account purposes, all 
items of income, gain, loss, and deduction shall be allocated among the Members in accordance 
with Exhibit D. 
(b) For federal, state and local income tax purposes, items of income, gain, loss, 
deduction, and credit shall be allocated to the Members in accordance with the allocations of the 
corresponding items for Capital Account purposes under this Section 9.2, except that items with 
respect to which there is a difference between tax and book basis will be allocated in accordance 
with Section 704(c) of the Code, the Treasury Regulations thereunder and Treasury Regulations 
Section 1.704-1(b)(4)(i). 
(c) Notwithstanding any provision set forth in this Section 9.2, no item of deduction 
or loss shall be allocated to a Member to the extent the allocation would cause a negative balance 
in such Member’s Capital Account (after taking into account the adjustments, allocations and 
distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) that 
exceeds the amount that such Member would be required to reimburse the Company pursuant to 
this Agreement or Applicable Law.  
(d) In the event any Member unexpectedly receives any adjustments, allocations, or 
distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), 
items of the Company’s income and gain shall be specially allocated to such Member in an 
amount and manner sufficient to eliminate as quickly as possible any deficit balance in its 
Capital Account created by such adjustments, allocations or distributions in excess of that 
permitted under Section 10.2(c). Any special allocations of items of income or gain pursuant to 
this Section 10.2(d) shall be taken into account in computing subsequent allocations pursuant to 
this Section 10.2 so that the net amount of any items so allocated and all other items allocated to 
each Member pursuant to this Section 10.2 shall, to the extent possible, be equal to the net 
amount that would have been allocated to each such Member pursuant to the provisions of this 
Section 10.2 if such unexpected adjustments, allocations or distributions had not occurred. 
 

A-40 
  
RECORDS AND ACCOUNTING; REPORTS 
 
Accounting. 
(a) The Operating Committee shall maintain a system of accounting which enables 
the Company to produce accounting records and information substantially consistent with 
GAAP. The Fiscal Year of the Company shall be the calendar year unless Applicable Law 
requires a different Fiscal Year. 
(b) All matters concerning accounting procedures shall be determined by the 
Operating Committee
.
 
 
Tax Status; Returns.  
(a) It is the intent of this Company and the Members that this Company shall be 
treated as a partnership for federal, state and local income tax purposes. Neither the Company 
nor any Member shall make an election for the Company to be classified as other than a 
partnership pursuant to Treasury Regulations Section 301.7701-3 or otherwise. 
(b) The Company shall cause federal, state, and local income tax returns for the 
Company to be prepared and timely filed with the appropriate authorities and shall arrange for 
the timely delivery to the Members of such information as is necessary for such Members to 
prepare their federal, state and local tax returns. All tax returns shall be prepared in a manner 
consistent with the Distributions made in accordance with Exhibit D. 
 
Partnership Representative. 
(a) The Operating Committee shall appoint an entity as the “Partnership 
Representative” of the Company for purposes of Section 6223 of the Code and the Treasury 
Regulations promulgated thereunder, and all federal, state, and local Tax audits and litigation 
shall be conducted under the direction of the Partnership Representative.  
(b) The Partnership Representative shall use reasonable efforts to inform each 
Member of all significant matters that may come to its attention by giving notice thereof and to 
forward to each Member copies of all significant written communications it may receive in such 
capacity. The Partnership Representative shall consult with the Members before taking any 
material actions with respect to tax matters, including actions relating to (i) an IRS examination 
of the Company commenced under Section 6231(a) of the Code, (ii) a request for administrative 
adjustment filed by the Company under Section 6227 of the Code, (iii) the filing of a petition for 
readjustment under Section 6234 of the Code with respect to a final notice of partnership 
adjustment, (iv) the appeal of an adverse judicial decision, and (v) the compromise, settlement, 
or dismissal of any such proceedings.  

A-41 
(c) The Partnership Representative shall not compromise or settle any tax audit or 
litigation affecting the Members without the approval of a majority of Members. Any material 
proposed action, inaction, or election to be taken by the Partnership Representative, including the 
election under Section 6226(a)(1) of the Code, shall require the prior approval of a majority of 
Members.  
  
DISSOLUTION AND TERMINATION 
 
Dissolution of Company.  
The Company shall dissolve, and its assets and business shall be wound up, upon the 
occurrence of any of the following events: 
(a) Unanimous written consent of the Members to dissolve the Company; 
(b) The sale or other disposition of all or substantially all the Company’s assets 
outside the ordinary course of business; 
(c) An event which makes it unlawful or impossible for the Company business to be 
continued;  
(d) The withdrawal of one or more Members such that there is only one remaining 
Member; or 
(e) The entry of a decree of judicial dissolution under § 18-802 of the Delaware Act. 
 
Liquidation and Distribution.  
Following the occurrence of an event described in Section 11.1, the Members shall 
appoint a liquidating trustee who shall wind up the affairs of the Company by (i) selling its assets 
in an orderly manner (so as to avoid the loss normally associated with forced sales), and (ii) 
applying and distributing the proceeds of such sale, together with other funds held by the 
Company: (a) first, to the payment of all debts and liabilities of the Company; (b) second, to the 
establishments of any reserves reasonably necessary to provide for any contingent recourse 
liabilities and obligations; (c) third, to the Members in accordance with Exhibit D; and (d) fourth, 
to the Members as determined by a majority of Members. 
 
Termination.  
Each of the Members shall be furnished with a statement prepared by the independent 
accountants retained on behalf of the Company, which shall set forth the assets and liabilities of 
the Company as of the date of the final distribution of Company’s assets under Section 10.2 and 
the net profit or net loss for the fiscal period ending on such date. Upon compliance with the 
distribution plan set forth in Section 10.2, the Members shall cease to be such, and the 

A-42 
liquidating trustee shall execute, acknowledge, and cause to be filed a certificate of cancellation 
of the Company. Upon completion of the dissolution, winding up, liquidation, and distribution of 
the liquidation proceeds, the Company shall terminate. 
  
EXCULPATION AND INDEMNIFICATION 
 
Exculpation.  
Each Member, by and for itself, each of its Affiliates and each of its and their respective 
equity holders, directors, officers, controlling persons, partners, employees, successors and 
assigns, hereby acknowledges and agrees that it is the intent of the Company and each Member 
that the liability of each Member and each individual currently or formerly serving as an SRO 
Voting Representative (each, an “Exculpated Party”) be limited to the maximum extent 
permitted by Applicable Law or as otherwise expressly provided herein. In accordance with the 
foregoing, the Members hereby acknowledge and agree that: 
(a) To the maximum extent permitted by Applicable Law or as otherwise expressly 
provided herein, no present or former Exculpated Party or any of such Exculpated Party’s 
Affiliates, heirs, successors, assigns, agents or representatives shall be liable to the Company or 
any Member for any loss suffered in connection with a breach of any fiduciary duty, errors in 
judgment or other acts or omissions by such Exculpated Party; provided, however, that this 
provision shall not eliminate or limit the liability of such Exculpated Party for (i) acts or 
omissions which involve gross negligence, willful misconduct or a knowing violation of law, or 
(ii) as provided in Section 5.4(d) hereof, losses resulting from such Exculpated Party’s 
Transaction Reports, Quotation Information or other information reported to the Processors by 
such Exculpated Party (collectively “Non-Exculpated Items”). Any Exculpated Party may 
consult with counsel and accountants in respect of Company affairs, and provided such Person 
acts in good faith reliance upon the advice or opinion of such counsel or accountants, such 
Person shall not be liable for any loss suffered in reliance thereon.  
(b) Notwithstanding anything to the contrary contained herein, whenever in this 
Agreement or any other agreement contemplated herein or otherwise, an Exculpated Party is 
permitted or required to take any action or to make a decision in its “sole discretion” or 
“discretion” or that it deems “necessary,” or “necessary or appropriate” or under a grant of 
similar authority or latitude, the Exculpated Party may, insofar as Applicable Law permits, make 
such decision in its sole discretion (regardless of whether there is a reference to “sole discretion” 
or “discretion”). The Exculpated Party (i) shall be entitled to consider such interests and factors 
as it desires (including its own interests), (ii) shall have no duty or obligation (fiduciary or 
otherwise) to give any consideration to any interest of or factors affecting the Company or the 
Members, and (iii) shall not be subject to any other or different standards imposed by this 
Agreement, or any other agreement contemplated hereby, under any Applicable Law or in 
equity. 

A-43 
 
Right to Indemnification.  
(a) Subject to the limitations and conditions provided in this Article XII and to the 
fullest extent permitted by Applicable Law, the Company shall indemnify each Company 
Indemnified Party for Losses as a result of the Company Indemnified Party being a Party to a 
Proceeding. Notwithstanding the foregoing, no such indemnification shall be available in the 
event the Company is a claimant against the Company Indemnified Party. 
(b) Indemnification under this Article XII shall continue as to a Company 
Indemnified Party who has ceased to serve in the capacity that initially entitled such Company 
Indemnified Party to indemnity hereunder; provided, however, that the Company shall not be 
obligated to indemnify a Company Indemnified Party for the Company Indemnified Party’s Non-
Exculpated Items. 
(c) The rights granted pursuant to this Article XII shall be deemed contract rights, 
and no amendment, modification, or repeal of this Article XII shall have the effect of limiting or 
denying any such rights with respect to actions taken or Proceedings arising prior to any 
amendment, modification, or repeal. It is expressly acknowledged that the indemnification 
provided in this Article XII could involve indemnification for negligence or under theories of 
strict liability.  
(d) The Company shall be the primary obligor in respect of any Company 
Indemnified Party’s claim for indemnification, for advancement of expenses, or for providing 
insurance, subject to this Article XII. The obligation, if any, of any Member or its Affiliates to 
indemnify, to advance expenses to, or provide insurance for any Company Indemnified Party 
shall be secondary to the obligations of the Company under this Article XII (and the Company’s 
insurance providers shall have no right to contribution or subrogation with respect to the 
insurance plans of such Member or its Affiliates). 
 
Advance Payment.  
Reasonable expenses incurred by a Company Indemnified Party who is a named 
defendant or respondent to a Proceeding shall be paid by the Company in advance of the final 
disposition of the Proceeding upon receipt of an undertaking by or on behalf of such Company 
Indemnified Party to repay such amount if it shall ultimately be determined that he or she is not 
entitled to be indemnified by the Company. 
 
Appearance as a Witness.  
Notwithstanding any other provision of this Article XII, the Company shall pay or 
reimburse reasonable out-of-pocket expenses incurred by a Company Indemnified Party in 
connection with his appearance as a witness or other participation in a Proceeding at a time when 
he is not a named defendant or respondent in the Proceeding. 
 

A-44 
 
Nonexclusivity of Rights.  
The right to indemnification and the advancement and payment of expenses conferred in 
this Article XII shall not be exclusive of any other right which any Company Indemnified Person 
may have or hereafter acquire under any law (common or statutory), provision of the Certificate 
or this Agreement or otherwise. 
  
MISCELLANEOUS 
 
Expenses.  
The Company shall pay all current expenses, including any Taxes payable by the 
Company, whether for its own account or otherwise required by law (including any costs of 
complying with applicable tax obligations), third-party service provider fees, and all 
administrative and processing expenses and fees, as well as any other amounts owing to the 
Processors under the Processor Services Agreements, to the Administrator under the 
Administrative Services Agreement, or to the Processors, Administrator, or FINRA under 
Exhibit D to this Agreement, before any allocations may be made to the Members. Appropriate 
reserves, as unanimously determined by the Members, may be charged to the Capital Account of 
the Members for (i) contingent liabilities, if any, as of the date any such contingent liabilities 
become known to the Operating Committee, or (ii) amounts needed to pay the Company’s 
operating expenses, including administrative and processing expenses and fees, before any 
allocations are made to the Member. Each Member shall bear the cost of implementation of any 
technical enhancements to the System made at its request and solely for its use, subject to 
reapportionment should any other Member subsequently make use of the enhancement, or the 
development thereof.   
 
Entire Agreement.  
Upon the Operative Date, this Agreement supersedes the CQ Plan, the CTA Plan, and the 
UTP Plan and all other prior agreements among the Members with respect to the subject matter 
hereof. This instrument contains the entire agreement with respect to such subject matter.  
 
Notices and Addresses.  
Unless otherwise specified herein, all notices, consents, approvals, reports, designations, 
requests, waivers, elections, and other communications (collectively, “Notices”) authorized or 
required to be given pursuant to this Agreement shall be in writing and may be delivered by 
certified or registered mail, postage prepaid, by hand, by any private overnight courier service, or 
notification through the Company’s web portal. Such Notices shall be mailed or delivered to the 
Members at the addresses set forth on Exhibit A or such other address as a Member may notify 
the other Members of in writing. Any Notices to be sent to the Company shall be delivered to the 
principal place of business of the Company or at such other address as the Operating Committee 
may specify in a notice sent to all of the Members. Notices shall be effective (i) if mailed, on the 

A-45 
date three days after the date of mailing, (ii) if hand delivered or delivered by private courier, on 
the date of delivery, or (iii) if sent by through the Company’s web portal, on the date sent; 
provided, however, that notices of a change of address shall be effective only upon receipt. 
 
Governing Law.  
This Agreement shall be governed by and construed in accordance with the Delaware Act 
and internal laws and decisions of the State of Delaware, without regard to the conflicts of laws 
principles thereof; provided, however, that the rights and obligations of the Members, the 
Processors and the Administrator, and of Vendors, Subscribers, and other Persons contracting 
with the Company
 in respect of the matters covered by this Agreement, shall at all times also be 
subject to any applicable provisions of the Exchange Act and any rules and regulations 
promulgated thereunder.
 For the avoidance of doubt, nothing in this Agreement waives any 
protection or limitation of liability afforded any of the Members or any of their Affiliates by 
common law, including the doctrines of self-regulatory organization immunity and federal 
preemption.
 
 
Amendments.  
(a) Except as this Agreement otherwise provides, this Agreement may be modified 
from time to time when authorized by the Operating Committee pursuant to Section 4.3, subject 
to the approval of the Commission or when such modification otherwise becomes effective 
pursuant to Section 11A of the Exchange Act and Rule 608 of Regulation NMS. 
(b) Notwithstanding Section 13.5(a), Articles IX, X, XI, and XII may be modified 
upon approval by a majority of Members; provided, however, that Operating Committee 
approval pursuant to Section 4.3 will be required for modifications to the allocation of all items 
of income, gain, loss, and deduction in accordance with Exhibit D. 
(c) In the case of a Ministerial Amendment, the Chair of the Company’s Operating 
Committee may modify this Agreement by submitting to the Commission an appropriate 
amendment that sets forth the modification; provided, however, that 48-hours advance notice of 
the amendment to the Operating Committee is required. Such an amendment shall become 
effective upon filing with the Commission in accordance with Section 11A of the Exchange Act 
and Rule 608 of Regulation NMS. 
(d) “Ministerial Amendment” means an amendment to this Agreement that pertains 
solely to any one or more of the following: 
(i) admitting a new Member to the Company; 
(ii) changing the name or address of a Member; 
(iii) incorporating a change that the Commission has implemented by rule and 
that requires no conforming language to the text of this Agreement; 

A-46 
(iv) incorporating a change (A) that the Commission has implemented by rule, 
(B) that requires conforming language to the text of this Agreement, and (C) whose 
conforming language to the text of this Agreement has been approved by the affirmative 
vote of the Operating Committee pursuant to Section 4.3;  
(v) incorporating a change (A) that a Governmental Authority requires 
relating to the governance or operation of an LLC, (B) that requires conforming language 
to the text of this Agreement, and (C) whose conforming language to the text of this 
Agreement has been approved by the affirmative vote of the Operating Committee 
pursuant to Section 4.3 or upon approval by a majority of Members pursuant to Section 
13.5(b), as applicable; or 
(vi) incorporating a purely technical change, such as correcting an error or an 
inaccurate reference to a statutory provision, or removing language that has become 
obsolete. 
 
Successors.  
This Agreement shall be binding upon and inure to the benefit of the Members and their 
respective legal representatives and successors. 
 
Limitation on Rights of Others.  
None of the provisions of this Agreement shall be for the benefit of or enforceable by any 
creditor of the Company. Furthermore, except as provided in Section 3.7(b), the Members shall 
not have any duty or obligation to any creditor of the Company to make any contribution to the 
Company or to issue any call for capital pursuant to this Agreement. Nothing in this Agreement 
shall be deemed to create any legal or equitable right, remedy or claim in any Person not a party 
hereto (other than any Person indemnified under Article XII).  
 
Counterparts.  
This Agreement may be executed by the Members in any number of counterparts, no one 
of which need contain the signature of all Members. As many such counterparts as shall together 
contain all such signatures shall constitute one and the same instrument. 
 
Headings.  
The section and other headings contained in this Agreement are for reference purposes 
only and shall not be deemed to be a part of this Agreement or to affect the meaning or 
interpretation of any provisions of this Agreement. 
 
 

A-47 
 
Validity and Severability.  
If any provision of this Agreement shall be held invalid or unenforceable, that shall not 
affect the validity or enforceability of any other provisions of this Agreement, all of which shall 
remain in full force and effect. 
 
Statutory References.  
Each reference in this Agreement to a particular statute or regulation, or a provision 
thereof, shall be deemed to refer to such statute or regulation, or provision thereof, or to any 
similar or superseding statute or regulation, or provision thereof, as is from time to time in effect. 
 
Modifications to be in Writing.  
This Agreement constitutes the entire understanding of the parties hereto with respect to 
the subject matter hereof, and no amendment, modification or alteration shall be binding unless 
the same is in writing and adopted in accordance with the provisions of Section 13.5. 
[Signature Pages Follow] 

 
A-48 
IN WITNESS WHEREOF, the undersigned Members have executed this Agreement as 
of the day and year first above written. 
  

 
A-49 
EXHIBIT A 
Members of CT Plan LLC 
Member Name and Address 
Cboe BYX Exchange, Inc.  
400 South LaSalle Street  
Chicago, Illinois 60605 
Cboe BZX Exchange, Inc.  
400 South LaSalle Street  
Chicago, Illinois 60605 
Cboe EDGA Exchange, Inc.  
400 South LaSalle Street  
Chicago, Illinois 60605 
Cboe EDGX Exchange, Inc.  
400 South LaSalle Street  
Chicago, Illinois 60605 
Cboe Exchange, Inc.  
400 South LaSalle Street  
Chicago, Illinois 60605 
Financial Industry Regulatory Authority, Inc. 
1735 K Street, N.W. 
Washington, D.C. 20006 
Investors’ Exchange LLC 
3 World Trade Center 58
th
 Floor 
New York, New York 10007 
Long-Term Stock Exchange, Inc.  
300 Montgomery St., Ste 790  
San Francisco, CA 94104 
MEMX LLC 
111 Town Square Place, Suite 520 
Jersey City, New Jersey 07310 
Nasdaq BX, Inc. 
One Liberty Plaza 
165 Broadway 
New York, New York 10006 

 
A-50 
Member Name and Address 
Nasdaq ISE, LLC 
One Liberty Plaza 
165 Broadway 
New York, New York 10006 
Nasdaq PHLX LLC 
FMC Tower, Level 8 
2929 Walnut Street 
Philadelphia, Pennsylvania 19104  
The Nasdaq Stock Market LLC 
One Liberty Plaza 
165 Broadway 
New York, NY 10006 
New York Stock Exchange LLC  
11 Wall Street 
New York, New York 10005  
NYSE American LLC 
11 Wall Street 
New York, New York 10005  
NYSE Arca, Inc. 
11 Wall Street 
New York, New York 10005  
NYSE Chicago, Inc. 
11 Wall Street 
New York, New York 10005 
NYSE National, Inc.  
11 Wall Street  
New York, NY 10005 
 

 
A-51 
EXHIBIT B 
Disclosures 
 
(a) The Members must respond to the following questions and instructions:  
(i) Is the Member for profit or not-for-profit? If the Member is for profit, is it 
publicly or privately owned? If privately owned, list any owner with an interest of 5% or 
more of the Member, where to the Member’s knowledge, such owner, or any affiliate 
controlling, controlled by, or under common control with the owner, subscribes, directly 
or through a third-party vendor, to CT Feeds and/or Member PDP.  
(ii) Does the Member offer PDP? If yes, list each product, describe its content, 
and provide a link to where fees for each product are disclosed. 
(iii) Provide the names of the Voting Representative and any alternate Voting 
Representatives designated by the Member. Also provide a narrative description of such 
representatives’ roles within the Member organization, including the title of each 
individual as well as any direct responsibilities related to the development, dissemination, 
sales, or marketing of the Member’s PDP, and the nature of those responsibilities 
sufficient for the public to identify the nature of any potential conflict of interest that 
could be perceived by a reasonable objective observer as having an effect on the 
operation of the Company. If such representatives work in or with the Member’s PDP 
business, describe such representatives’ roles and describe how that business and such 
representatives’ Company responsibilities impacts their compensation. In addition, 
describe how such representatives’ responsibilities with the PDP business may present a 
conflict of interest with their responsibilities to the Company.  
(iv) Does the Member, its Voting Representative, or its alternate Voting 
Representative, or any affiliate have additional relationships or material economic 
interests that could be perceived by a reasonable objective observer to present a potential 
conflict of interest with their responsibilities to the Company? If so, provide a detailed 
narrative discussion of all material facts necessary to identify the potential conflicts of 
interest and the effects they may have on the Company.  
(b) The Processors must respond to the following questions and instructions:  
(i) Is the Processor an affiliate of or affiliated with any Member? If yes, 
disclose the Member(s) and describe the nature of the affiliation. Include an entity-level 
organizational chart depicting the Processor and its affiliates. 
(ii) Provide a narrative description of the functions directly performed by 
senior staff, the manager employed by the Processor to provide Processor services to the 
Company, and the staff that reports to that manager.  

 
A-52 
(iii) Does the Processor provide any services for any Member’s PDP, other 
NMS Plans, or creation of consolidated equity data information for its own use? If Yes, 
disclose the services the Processor performs and identify which NMS Plans. Does the 
Processor have any profit or loss responsibility for a Member’s PDP or any other 
professional involvement with persons the Processor knows are engaged in a Member’s 
PDP business? If so, describe.  
(iv) List the policies and procedures established to safeguard Restricted 
Information, Highly Confidential Information, and Confidential Information that is 
applicable to the Processor.  
(v) Does the Processor, or its representatives, have additional relationships or 
material economic interests that could be perceived by a reasonable objective observer to 
present a potential conflict of interest with the representatives’ responsibilities to the 
Company? If so, provide a detailed narrative discussion of all material facts necessary to 
identify the potential conflicts of interest and the effects they may have on the Company.  
(c) The Administrator must respond to the following questions and instructions:  
(i) Provide a narrative description of the functions directly performed by 
senior staff, the administrative services manager, and the staff that reports to that 
manager. 
(ii) Does the Administrator provide any services for any Member’s PDP? If 
yes, what services? Does the Administrator have any profit or loss responsibility, or 
licensing responsibility, for a Member’s PDP or any other professional involvement with 
persons the Administrator knows are engaged in the Member’s PDP business? If so, 
describe.  
(iii) List the policies and procedures established to safeguard Restricted 
Information, Highly Confidential Information, and Confidential Information that is 
applicable to the Administrator.  
(iv) Does the Administrator, or its representatives, have additional 
relationships or material economic interests that could be perceived by a reasonable 
objective observer to present a potential conflict of interest with the representatives’ 
responsibilities to the Company? If so, provide a detailed narrative discussion of all 
material facts necessary to identify the potential conflicts of interest and the effects they 
may have on the Company.  
(d) The Non-SRO Voting Representatives must respond to the following questions 
and instructions:  
(i) Provide the Non-SRO Voting Representative’s title and a brief description 
of the Non-SRO Voting Representative’s role within the firm as well as any direct 

 
A-53 
responsibilities related to the procurement of PDP or CT Feeds or the development, 
dissemination, sales, or marketing of PDP, and the nature of those responsibilities 
sufficient for the public to identify the nature of any potential conflict of interest that 
could be perceived by a reasonable objective observer as having an effect on the 
operation of the Company. If such representatives work in or with their employer’s 
market data business, describe such Non-SRO Voting Representative’s roles and describe 
how that business impacts their compensation. In addition, describe how such 
representatives’ responsibilities with the market data business may present a conflict of 
interest with their responsibilities to the Company.  
(ii) Does the Non-SRO Voting Representative have responsibilities related to 
the firm’s use or procurement of market data?  
(iii) Does the Non-SRO Voting Representative have responsibilities related to 
the firm’s trading or brokerage services?  
(iv) Does the Non-SRO Voting Representative’s firm use the CT Feeds? Does 
the Non-SRO Voting Representative’s firm use a Member’s PDP?  
(v) Does the Non-SRO Voting Representative’s firm offer PDP?  If yes, list 
each product, described its content, and provide information about the fees for each 
product. 
(vi) Does the Non-SRO Voting Representative’s firm have an ownership 
interest of 5% or more in one or more Members? If yes, list the Member(s).  
(vii) Does the Non-SRO Voting Representative actively participate in any 
litigation against the CQ Plan, CTA Plan, UTP Plan, or the Company?  
(viii) Does the Non-SRO Voting Representative or the Non-SRO Voting 
Representative’s firm have additional relationships or material economic interests that 
could be perceived by a reasonable objective observer to present a potential conflict of 
interest with their responsibilities to the Company. If so, provide a detailed narrative 
discussion of all material facts necessary to identify the potential conflicts of interest and 
the effects they may have on the Company.  
(e) Each service provider or subcontractor that has agreed in writing to provide 
required disclosures and be treated as a Disclosing Party shall respond to the following questions 
and instructions:  
(i) Is the service provider or subcontractor affiliated with a Member, 
Processor, Administrator, or employer of a Non-SRO Voting Representative? If yes, 
disclose with whom the person is affiliated and describe the nature of the affiliation.  

 
A-54 
(ii) If the service provider’s or subcontractor’s compensation is on a 
commission basis or is tied to specific metrics, provide a detailed narrative summary of 
how compensation is determined for performing work on behalf of the Company.  
(iii) Is the service provider or subcontractor subject to policies and procedures 
(including information barriers) concerning the protection of confidential information 
that includes affiliates? If so, describe. If not, explain their absence.  
(iv) Does the service provider or subcontractor, or its representative, have 
additional relationships or material economic interests that could be perceived by a 
reasonable objective observer to present a potential conflict of interest with its 
responsibilities to the Company? If so, provide a detailed narrative discussion of all 
material facts necessary to identify the potential conflicts of interest and the effects they 
may have on the Company.  
(f) The responses to these questions will be posted on the Company’s website. If a 
Disclosing Party has any material changes in its responses, the Disclosing Party must promptly 
update its disclosures. Additionally, the Disclosing Parties must update the disclosures on an 
annual basis to reflect any changes. This annual update must be made before the first quarterly 
session meeting of each calendar year, which is generally held in mid-February. 
  

 
A-55 
EXHIBIT C 
Confidentiality Policy 
(a) Purpose and Scope.  
(i) The purpose of this Confidentiality Policy is to provide guidance to the 
Operating Committee, and all subcommittees thereof, regarding the confidentiality of any 
data or information (in physical or electronic form) generated by, accessed by, or 
transmitted to the Operating Committee or any subcommittee, as well as discussions 
occurring at a meeting of the Operating Committee or any subcommittee.  
(ii) This Policy applies to all Covered Persons.  All Covered Persons must 
adhere to the principles set out in this Policy and all Covered Persons that are natural 
persons may not receive Company data and information until they affirm in writing that 
they have read this Policy and undertake to abide by its terms.  
(iii) Covered Persons may not disclose Restricted, Highly Confidential, or 
Confidential information except as consistent with this Policy and directed by the 
Operating Committee.  
(iv) The Administrator and Processors will establish written confidential 
information policies that provide for the protection of information under their control and 
the control of their Agents, including policies and procedures that provide systemic 
controls for classifying, declassifying, redacting, aggregating, anonymizing, and 
safeguarding information, that is in addition to, and not less than, the protection afforded 
herein. Such policies will be reviewed and approved by the Operating Committee 
pursuant to Section 4.3, publicly posted, and made available to the Operating Committee 
for review and approval every two years thereafter or when changes are made, whichever 
is sooner.  
(v) Information will be classified solely based on its content.  
(b) Procedures.  
(i) General  
 The Administrator and Processors will be the custodians of all 
documents discussed by the Operating Committee and will be responsible for 
maintaining the classification of such documents pursuant to this Policy.  
 The Administrator may, under delegated authority, designate 
documents as Restricted, Highly Confidential, or Confidential, which will be 
determinative unless altered by an affirmative vote of the Operating Committee 
pursuant to Section 4.3.  

 
A-56 
 The Administrator will ensure that all Restricted, Highly 
Confidential, or Confidential documents are properly labeled and, if applicable, 
electronically safeguarded.  
 All contracts between the Company and its Agents shall require 
Company information to be treated as Confidential Information that may not be 
disclosed to third parties, except as necessary to effect the terms of the contract or 
as required by law, and shall incorporate the terms of this Policy, or terms that are 
substantially equivalent or more restrictive, into the contract.  
(ii) Procedures Concerning Restricted Information.  Except as provided 
below, Covered Persons in possession of Restricted Information are prohibited from 
disclosing it to others, including Agents. This prohibition does not apply to disclosures to 
the staff of the SEC or as otherwise required by Applicable Law, or to other Covered 
Persons as expressly provided for by this Policy. Restricted Information will be kept in 
confidence by the Administrator and Processors and will not be disclosed to the 
Operating Committee or any subcommittee thereof, or during Executive Session, except 
as follows:  
 If the Administrator determines that it is appropriate to share a 
customer’s financial information with the Operating Committee or a 
subcommittee thereof, the Administrator will first anonymize the information by 
redacting the customer’s name and any other information that may lead to the 
identification of the customer.  
 The Administrator may disclose the identity of a customer that is 
the subject of Restricted Information in Executive Session only if the 
Administrator determines in good faith that it is necessary to disclose the 
customer’s identity in order to obtain input or feedback from the Operating 
Committee or a subcommittee thereof about a matter of importance to the 
Company. In such an event, the Administrator will change the designation of the 
information at issue from “Restricted Information” to “Highly Confidential 
Information,” and its use will be governed by the procedures for Highly 
Confidential Information in subparagraph (iii) below.  
(iii) Procedures Concerning Highly Confidential Information  
 Disclosure of Highly Confidential Information:  
(1) Highly Confidential Information may be disclosed in 
Executive Session of the Operating Committee or to the subcommittee 
established pursuant to Section 4.7(c).  Covered Persons in possession of 
Highly Confidential Information are prohibited from disclosing it to 
others, including Agents, except to other Covered Persons who need the 

 
A-57 
Highly Confidential Information to fulfill their responsibilities to the 
Company.  This prohibition does not apply to disclosures to the staff of the 
SEC or as otherwise required by law (such as those required to receive the 
information to ensure the Member complies with its regulatory 
obligations), or to other Covered Persons authorized to receive it.  
 
(2) Highly Confidential Information may be disclosed to the 
staff of the SEC, unless it is protected by the Attorney-Client Privilege or 
the Work Product Doctrine. Any disclosure of Highly Confidential 
Information to the staff of the SEC will be accompanied by a FOIA 
Confidential Treatment request.  
 
(3) Apart from the foregoing, the Operating Committee has no 
power to authorize any other disclosure of Highly Confidential 
Information.  
 
 In the event that a Covered Person is determined by an affirmative 
vote of the Operating Committee pursuant to this Policy to have disclosed Highly 
Confidential Information, the Operating Committee will determine the 
appropriate remedy for the breach based on the facts and circumstances of the 
event. For an SRO Voting Representative or Member Observer, remedies include 
a letter of complaint submitted to the SEC, which may be made public by the 
Operating Committee. For a Non-SRO Voting Representative, remedies include 
removal of that Non-SRO Voting Representative.  
(iv) Procedures Concerning Confidential Information  
 Confidential Information may be disclosed during a meeting of the 
Operating Committee or any subcommittee thereof.  Additionally, a Covered 
Person may disclose Confidential Information to other persons to allow such other 
persons to fulfill their responsibilities to the Company. A Covered Person also 
may disclose Confidential Information to the staff of the SEC, as authorized by 
the Operating Committee as described below, or as may be otherwise required by 
law.  
 The Operating Committee may authorize the disclosure of 
Confidential Information by an affirmative vote of the Operating Committee 
pursuant to Section 4.3. Notwithstanding the foregoing, the Operating Committee 
will not authorize the disclosure of Confidential Information that is generated by a 
Member or Non-SRO Voting Representative and designated by such Member or 
Non-SRO Voting Representative as Confidential, unless such Member or Non-
SRO Voting Representative consents to the disclosure.  

 
A-58 
 Non-SRO Voting Representatives may be authorized by the 
Operating Committee to disclose particular Confidential Information only in 
furtherance of the interests of the Company, to enable them to consult with 
industry representatives or technical experts, provided that the Non-SRO Voting 
Representatives take any steps requested by the Operating Committee to prevent 
further dissemination of that Confidential Information, including providing the 
individual(s) consulted with a copy of this Policy and requesting that person to 
maintain the confidentiality of such information in a manner consistent with this 
policy.  
 A Covered Person that is a representative of a Member may be 
authorized by the Operating Committee to disclose particular Confidential 
Information to other employees or agents of the Member or its affiliates only in 
furtherance of the interests of the Company as needed for such Covered Person to 
perform his or her function on behalf of the Company. A copy of this Policy will 
be made available to recipients of such information who are employees or agents 
of a Member or its affiliates that are not Covered Persons, who will be required to 
abide by this Confidentiality Policy.  
 A Covered Person may disclose their own individual views and 
statements that may otherwise be considered Confidential Information without 
obtaining authorization of the Operating Committee, provided that in so 
disclosing, the Covered Person is not disclosing the views or statements of any 
other Covered Person or Member that are considered Confidential Information.  
 A person that has reason to believe that Confidential Information 
has been disclosed by another without the authorization of the Operating 
Committee or otherwise in a manner inconsistent with this Policy may report such 
potential unauthorized disclosure to the Chair of the Operating Committee. In 
addition, a Covered Person that discloses Confidential Information without the 
authorization of the Operating Committee will report such disclosure to the Chair 
of the Operating Committee. Such self-reported unauthorized disclosure of 
Confidential Information will be recorded in the minutes of the meeting of the 
Operating Committee and will contain: (a) the name(s) of the person(s) who 
disclosed such Confidential Information, and (b) a description of the Confidential 
Information disclosed. The name(s) of the person(s) who disclosed such 
Confidential Information will also be recorded in any publicly available 
summaries of Operating Committee minutes. 
  

 
A-59 
EXHIBIT D 
Distributions 
Cost Allocation and Revenue Sharing 
(a) Payments. In accordance with Paragraph (l) of this Exhibit D, each Member will 
receive  an  annual  payment  (if  any)  for  each  calendar  year  that  is  equal  to  the  sum  of  the 
Member’s Trading Shares and Quoting Shares (each as defined below), in each Eligible Security 
for  such  calendar  year.  In the  event that total  Net  Distributable  Operating  Income  (as  defined 
below) is negative for a given calendar year, each Member will receive an annual bill for such 
calendar year to be determined according to the same formula (described in this paragraph) for 
determining annual payments to the Members. Unless otherwise stated in this agreement, a year 
shall  run  from  January  1
st
 to  December 31
st
 and  quarters  shall  end  on  March  31
st
,  June  30
th
, 
September 30
th
, and December 31
st
. The Company shall cause the Administrator to provide the 
Members  with  written  estimates  of  each  Member’s  percentage  of  total  volume  within  five 
business days of the end of each calendar month. 
(b) Security Income Allocation. The “Security Income Allocation” for an Eligible 
Security shall  be determined  by  multiplying (i) the Net Distributable Operating Income under 
this  Agreement for the calendar  year  by (ii) the Volume Percentage  for such Eligible Security 
(the “Initial  Allocation”),  and  then  adding  or  subtracting  any  amounts  specified  in  the 
reallocation set forth below.  
(c) Volume Percentage. The “Volume Percentage” for an Eligible Security shall be 
determined  by  dividing  (A) the  square  root  of  the  dollar  volume  of  Transaction  Reports 
disseminated by the Processors in such Eligible Security during the calendar year by (B) the sum 
of the square roots of the dollar volume of Transaction Reports disseminated by the Processors 
in each Eligible Security during the calendar year.  
(d) Cap  on  Net  Distributable  Operating  Income.  If  the  Initial  Allocation  of  Net 
Distributable  Operating  Income  in  accordance  with  the  Volume  Percentage  of  an  Eligible 
Security  equals  an  amount  greater  than  $4.00  multiplied  by  the  total  number  of  qualified 
Transaction Reports in such Eligible Security during the calendar year, the excess amount shall 
be  subtracted  from  the  Initial  Allocation  for  such  Eligible  Security  and  reallocated  among  all 
Eligible Securities in direct proportion to the dollar volume of Transaction Reports disseminated 
by the Processors in Eligible Securities during the calendar  year. A Transaction Report with a 
dollar volume of $5,000 or more shall constitute one qualified Transaction Report. A Transaction 
Report  with  a  dollar  volume  of  less  than  $5,000  shall  constitute  a  fraction  of  a  qualified 
Transaction Report that equals the dollar volume of the Transaction Report divided by $5,000. 
(e) Trading Share. The “Trading Share” of a Member in an Eligible Security shall 
be  determined  by  multiplying  (i)  an  amount  equal  to  fifty  percent  of  the  Security  Income 
Allocation for the Eligible Security by (ii) the Member’s Trade Rating in the Eligible Security.  
(f) Trade  Rating.  A  Member’s “Trade  Rating” in  an  Eligible  Security  shall  be 
determined by taking the average of (A) the Member’s percentage of the total dollar volume of 
Transaction Reports disseminated by the Processors in the Eligible Security during the calendar 

 
A-60 
year,  and  (B)  the  Member’s  percentage  of  the  total  number  of  qualified  Transaction  Reports 
disseminated by the Processors in the Eligible Security during the calendar year. 
(g) Quoting Share. The “Quoting Share” of a Member in an Eligible Security shall 
be  determined  by  multiplying  (A)  an  amount  equal  to  fifty  percent  of  the  Security  Income 
Allocation for the Eligible Security by (B) the Member’s Quote Rating in the Eligible Security.  
(h) Quote  Rating.  A  Member’s “Quote  Rating” in  an  Eligible  Security  shall  be 
determined by dividing (A) the sum of the Quote Credits earned by the Member in such Eligible 
Security during the calendar year by (B) the sum of the Quote Credits earned by all Members in 
such Eligible Security during the calendar year.  
(i) Quote Credits. A Member shall earn one “Quote Credit” for each second of time 
(with a minimum of one full second)  multiplied by dollar value of size that an automated best 
bid (offer) transmitted by the Member to the Processors during regular trading hours is equal to 
the price of the National Best Bid and Offer in the Eligible Security and does not lock or cross a 
previously  displayed “automated  quotation” (as  defined  under  Rule  600 of  Regulation  NMS). 
The dollar value of size of a quote shall be determined by multiplying the price of a quote by its 
size. 
(j) Net   Distributable   Operating   Income.   The “Net   Distributable   Operating 
Income” for any particular calendar year shall mean: 
(i) all cash revenues, funds and proceeds received by the Company during 
such calendar year (other than Capital Contributions by the Members or amounts paid 
pursuant to Section 3.7(b) of this Agreement), including all revenues from (A) the CT 
Feeds, which includes the dissemination of information with respect to Eligible Securities 
to foreign marketplaces, and (B) FINRA quotation data and last sale information for 
securities classified as OTC Equity Securities under FINRA’s Rule 6400 Series (the 
“FINRA OTC Data”) ((A) and (B) collectively, the “Data Feeds”), and (C) any 
Membership Fees; less 
(ii) 6.25% of the revenue received by the Company during such calendar year 
attributable to the segment of the Data Feeds reflecting the dissemination of information 
with respect to Network C Securities and FINRA OTC Data (but, for the avoidance of 
doubt, not including revenue attributable to the segment of the Data Feeds reflecting the 
dissemination of information with respect to Network A Securities and Network B 
Securities), which amount shall be paid to FINRA as compensation for the FINRA OTC 
Data;
1
 less 
                                                
1
All costs associated with collecting, consolidating, validating, generating, and disseminating the 
FINRA OTC Data are borne directly by FINRA and not the Company and the Members. 

 
A-61 
(iii) reasonable working capital reserves and reasonable reserves for 
contingencies for such calendar year, as determined by the Operating Committee, and all 
costs and expenses of the Company during such calendar year, including: 
 all amounts payable during such calendar year to the Administrator 
pursuant to the Administrative Services Agreement or this Agreement; 
 all amounts payable during such calendar year to the Processors 
pursuant to the Processor Services Agreements or this Agreement; and 
 all amounts payable during such calendar year to third-party 
service providers engaged by or on behalf of the Company. 
(k) Initial  Eligibility.  At  the  time  a  Member  implements  a  Processor-approved 
electronic interface with the Processors, the Member will become eligible to receive revenue. 
(l) Quarterly Distributions. The Company shall cause the Administrator to provide 
Members with written estimates of each Member’s quarterly Net Distributable Operating Income 
within 45 calendar days of the end of the quarter, and estimated quarterly payments or billings 
shall be made on the basis of such estimates. All quarterly payments or billings shall be made to 
each eligible  Member within 45 days  following the end of each calendar quarter in which the 
Member is eligible to receive revenue; provided, that each quarterly payment or billing shall be 
reconciled against a Member’s cumulative year-to-date payment or billing received to date and 
adjusted accordingly; further, provided, that the total of such estimated payments or billings shall 
be reconciled at the end of each calendar year and, if  necessary, adjusted by March 31
st
 of the 
following year. Interest shall be included in quarterly payments and in adjusted payments made 
on  March  31
st
 of  the  following  year.  Such  interest  shall  accrue  monthly  during  the  period  in 
which revenue was earned and not yet paid and will be based on the 90-day Treasury bill rate in 
effect at the end of the quarter in which the payment is made. Monthly interest shall start accruing 
45 days following the month in which it is earned and accrue until the date on which the payment 
is made. 
(m) Itemized  Statements.  In  conjunction  with  calculating  estimated  quarterly  and 
reconciled annual payments under this Exhibit D, the Company shall cause the Administrator to 
submit  to the  Members  a  quarterly  itemized  statement setting  forth  the  basis  upon  which  Net 
Distributable Operating Income was calculated. Such Net Distributable Operating Income shall 
be  adjusted  annually  based  solely  on  the  quarterly  itemized  statement  audited  pursuant  to the 
annual audit. The Company shall cause the Administrator to pay or bill Members for the audit 
adjustments within thirty days of completion of the annual audit. Upon the affirmative vote of 
Voting  Representatives pursuant to Section 4.3, the Company shall cause the Administrator to 
engage an independent auditor to audit the Administrator’s costs or other calculation(s).  
 
  

 
A-62 
EXHIBIT E 
Fees 
[To be determined by the Operating Committee under this Agreement] 
 
 

SECURITIES AND EXCHANGE COMMISSION 

(Release No. 34-90096; File No. 4-757) 

 

October 6, 2020 

 

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

Equity Market Data 

 

I.  Introduction 

Pursuant to Section 11A of the Securities Exchange Act of 1934 (“Act”),1 and Rule 608 

of Regulation National Market System (“NMS”) thereunder,2 notice is hereby given that on 

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. 

                                                
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). 



2 

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 

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 

                                                
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. 

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. 



3 

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. 

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. 



4 

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. 



5 

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. 



6 

10. Method and Frequency of Processor Evaluation 

Not applicable8 

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 

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 

                                                
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 36. 

9  See Order, supra note 6, 85 FR at 28703 (citing 15 U.S.C. 78k-1(c)(1)(B)). 



7 

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 



8 

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? 

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? 

                                                
10  See id. at 28730. 

11  See id. at 28703. 



9 

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 



10 

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 



11 

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? 

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. 

                                                
12  See id. (citing 15 U.S.C. 78k-1(c)(1)(B)). 



12 

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 



13 

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 



14 

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 



15 

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? 

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 

                                                
13  See infra Questions 52–52. 



16 

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 



17 

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, 



18 

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 



19 

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 



20 

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21 

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 



22 

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? 



23 

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 

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 

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



24 

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 



25 

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 



26 

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 



27 

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? 



28 

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? 



29 

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 

                                                
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. 



30 

Ministerial Amendments is appropriate? Are there specific types of amendments that should be 

included in or excluded from the definition of Ministerial Amendments? 

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? 

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? 

                                                
16  See supra Section II.A.5. 

17  See supra Section II.A.3. 



31 

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 



32 

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? 

*     *     *     *     * 

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 protected]. Please include File Number 4-757 on the 

subject line. 

                                                
18  See supra Section II.A.11. 

http://www.sec.gov/rules/sro.shtml
mailto:[email protected]


33 

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 [insert date 30 days from publication in the Federal Register]. 

By the Commission. 

 

 

 

J. Matthew DeLesDernier 

Assistant Secretary 

  

http://www.sec.gov/rules/sro.shtml


A-1 

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; 



A-2 

(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. 

  

DEFINITIONS 

 Definitions.  

As used throughout this Agreement and the Exhibits:  



A-3 

  “Administrator” means the Person selected by the Company to perform the 

administrative functions described in this Agreement pursuant to the Administrative Services 

Agreement. 

 “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.   

 “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. 

 “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. 

 “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. 

 “Best Bid and Offer” has the meaning ascribed to the term “best bid and best 

offer” by Rule 600(b)(8) of Regulation NMS.  

  “Capital Contributions” means any cash, cash equivalents, or other property that 

a Member contributes to the Company with respect to its Membership Interest. 

 “Chair” shall mean the individual elected pursuant to Section 4.4(e). 

 “Code” means the Internal Revenue Code of 1986, as amended.  

 “Commission” or “SEC” means the U.S. Securities and Exchange Commission. 

 “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. 

  “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 



A-4 

individual views and statements of Covered Persons and SEC staff disclosed during a meeting of 

the Operating Committee or any subcommittees thereunder. 

  “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. 

 “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.   

 “CQ Plan” means the Restated CQ Plan. 

  “CT Feeds” means the CT Quote Data Feed(s) and the CT Trade Data Feed(s). 

 “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. 

 “CT Trade Data Feed(s)” means the service(s) that provides Vendors and 

Subscribers with Transaction Reports for Eligible Securities. 

  “CTA Plan” means the Second Restatement of the CTA Plan. 

  “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. 

 “Delaware Act” means the Delaware Limited Liability Company Act, Title 6, 

Chapter 18, §§ 18-101, et seq., and any successor statute, as amended. 

 “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. 

 “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.     



A-5 

 “ET” means Eastern Time. 

 “Exchange Act” means the Securities Exchange Act of 1934, as amended.  

 “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. 

 “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. 

 “Fees” means fees charged to Vendors and Subscribers for Transaction Reports 

and Quotation Information in Eligible Securities. 

 “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. 

 “FINRA” means the Financial Industry Regulatory Authority, Inc. 

 “FINRA Participant” means a FINRA member that utilizes the facilities of 

FINRA pursuant to applicable FINRA rules. 

 “Fiscal Year” means the fiscal year of the Company adopted pursuant to Section 

10.1(a) of this Agreement. 

  “GAAP” means United States generally accepted accounting principles in effect 

from time to time, consistently applied. 

 “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. 



A-6 

 “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. 

 “Limit Up Limit Down” means the Plan to Address Extraordinary Market 

Volatility pursuant to Rule 608 of Regulation NMS under the Exchange Act. 

 “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. 

 “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. 

 “Market-Wide Circuit Breaker” means a halt in trading in all stocks in all Markets 

under the rules of a Primary Listing Market. 

 “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. 

 “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.    

 “Membership Fee” means the fee to be paid by a new Member pursuant to 

Section 3.2. 

 “Membership Interest” means an interest in the Company owned by a Member.  

  “Nasdaq” means The Nasdaq Stock Market LLC. 

 “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.  



A-7 

 “National securities association” means a securities association that is registered 

under Section 15A of the Exchange Act 

 “National securities exchange” means a securities exchange that is registered 

under Section 6 of the Exchange Act. 

 “Network A Security” means an Eligible Security for which NYSE is the Primary 

Listing Market. 

 “Network B Security” means an Eligible Security for which a national securities 

exchange other than NYSE or Nasdaq is the Primary Listing Market.   

 “Network C Security” means an Eligible Security for which Nasdaq is the 

Primary Listing Market.   

 “Non-Affiliated SRO” means a Member that is not affiliated with any other 

Member. 

 “Non-SRO Voting Representative” means an individual selected pursuant to 

Section 4.2(b) to serve on the Operating Committee. 

 “NYSE” means the New York Stock Exchange LLC. 

 “Officer” means each individual designated as an officer of the Company 

pursuant to Section 4.8. 

 “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. 

 “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. 

  “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. 

 “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. 

 “Person” means an individual, corporation, partnership, joint venture, limited 

liability company, Governmental Authority, unincorporated organization, trust, association, or 

other entity.A-8 

 “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. 

  “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. 

 “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. 

 “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. 

 “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. 

“Restricted Information” means highly sensitive customer-specific financial 

information, customer-specific audit information, other customer financial information, and 

personal identifiable information. 

 “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. 



A-9 

 “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.   

  “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.   

 “Self-regulatory organization” or “SRO” has the meaning provided in Section 

3(a)(26) of the Exchange Act. 

 “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. 

 “SIP Halt Resume Time” means the time that the Primary Listing Market 

determines as the end of a SIP Halt. 

 “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. 

 “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. 

 “SRO Group” means a group of Members that are Affiliates.    

 “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. 

 “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. 

 “System” means all data processing equipment, software, communications 

facilities, and other technology and facilities, utilized by the Company or the Processors in 



A-10 

connection with the collection, consolidation, and dissemination of Transaction Reports, 

Quotation Information, and other information concerning Eligible Securities. 

  “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. 

 “Trading Center” has the same meaning as that term is defined in Rule 600(b)(82) 

of Regulation NMS. 

 “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. 

 “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. 

 “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. 

 “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. 

 “Voting Representative” means an SRO Voting Representative or a Non-SRO 

Voting Representative. 

 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, 



A-11 

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. 

  
ORGANIZATION 

 Formation.  

 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. 

 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.  

 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.” 

 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.  



A-12 

(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. 

 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.   

 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. 



A-13 

 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.  

  

MEMBERSHIP 

 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.  

 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. 

 

 



A-14 

 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. 

 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. 

 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.  



A-15 

 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. 

 Obligations and Liability of Members. 

 Except as otherwise provided in this Agreement or Applicable Law, no Member 

shall be obligated to contribute capital or make loans to the Company. 

 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.  

 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. 

 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. 



A-16 

 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. 

  

MANAGEMENT OF THE COMPANY 

 Operating Committee.  

 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;  



A-17 

(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. 

 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.  

 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. 

 Composition and Selection of Operating Committee.  

  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.   

 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: 



A-18 

(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: 

 Issuer Representative: First Quarterly Operating Committee 

Meeting after Effective Date; 

 Retail Representative: First Quarterly Operating Committee 

Meeting after Effective Date; 

 Institutional investor: First Quarterly Operating Committee 

Meeting after Effective Date 

 Securities market data vendor: Third Quarterly Operating 

Committee Meeting after Effective Date; 

 Broker-dealer with a predominantly retail investor customer base: 

Third Quarterly Operating Committee Meeting after Effective Date; and 

 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. 

 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.   



A-19 

 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.   

 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. 

 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. 

 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. 



A-20 

(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. 

 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.  

 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. 

 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 



A-21 

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. 

 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. 

 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. 

 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.  



A-22 

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.   



A-23 

(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: 

 Any topic that requires discussion of Highly Confidential 

Information; 

 Vendor or Subscriber Audit Findings; and 

 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). 



A-24 

(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.  

 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. 

 Company Opportunities.  

(a) Each Member, its Affiliates, and each of their respective equity holders, 

controlling persons and employees may have business interests and engage in business activities 

in addition to those relating to the Company.  Neither the Company nor any Member shall have 

any rights by virtue of this Agreement in any business ventures of any such Person. 

(b) Each Member expressly acknowledges that (i) the other Members are permitted to 

have, and may presently or in the future have, investments or other business relationships with 

Persons engaged in the business of the Company other than through the Company (an “Other 

Business”), (ii) the other Members have and may develop strategic relationships with businesses 

that are and may be competitive or complementary with the Company, (iii) the other Members 

shall not be obligated to recommend or take any action that prefers the interests of the Company 

or any Member over its own interests, (iv) none of the other Members will be prohibited by 

virtue of their ownership of equity in the Company or service on the Operating Committee (or 

body performing similar duties) from pursuing and engaging in any such activities, (v) none of 

the other Members will be obligated to inform or present to the Company any such opportunity, 

relationship, or investment, (vi) such Member will not acquire or be entitled to any interest or 

participation in any Other Business as a result of the participation therein of any of the other 

Members, and (vii) the involvement of another Member in any Other Business in and of itself 

will not constitute a conflict of interest by such Person with respect to the Company or any of the 

Members. 

 Subcommittees.  

(a) Subject to Section 4.1, the Operating Committee shall have the power and right, 

but not the obligation, to create and disband subcommittees of the Operating Committee and to 

determine the duties, responsibilities, powers, and composition of such subcommittees.  

Subcommittee chairs will be selected by the Chair of the Operating Committee from SRO Voting 

Representatives or Member Observers with input from the Operating Committee.   

(b) SRO Voting Representatives, Non-SRO Voting Representatives, Member 

Observers, SEC Staff, and other persons as deemed appropriate by the Operating Committee 

may attend meetings of any subcommittees.    



A-25 

(c) Notwithstanding paragraph (b), 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 the attorney-client privilege of the Company or that is 

attorney work product of the Company. 

 Officers. 

(a) In addition to the Chair and Secretary, the Members may (but need not), from 

time to time, designate and appoint one or more persons as an Officer of the Company by a 

majority vote of the Members. Other than the Chair, no Officer need be a Voting Representative. 

Any Officers so designated shall have such authority and perform such duties as the Members 

may, from time to time, delegate to them. Any such delegation may be revoked at any time by a 

majority vote of the Members in their sole discretion. The Members may assign titles to 

particular Officers. Each Officer shall hold office until such Officer’s successor shall be duly 

designated or until such Officer’s death, resignation, or removal as provided in this Agreement. 

Any number of offices may be held by the same individual. Officers shall not be entitled to 

receive salary or other compensation, unless approved by the Members by a majority vote.  

(b) Any Officer may resign at any time. Such resignation shall be made in writing 

and shall take effect at the time specified in the notice, or if no time be specified, at the time of 

its receipt by the Members. The acceptance of a resignation shall not be necessary to make it 

effective.  

(c) Any Officer may be removed at any time upon the majority vote of the Members. 

 Commission Access to Information.  

Nothing in this Agreement shall be interpreted to limit or impede the rights of the 

Commission to access information of the Company or any of the Members (including their 

employees) pursuant to U.S. federal securities laws and the rules and regulations promulgated 

thereunder. 

 Disclosure of Potential Conflicts of Interest; Recusal. 

(a) Disclosure Requirements. The Members, the Processors, the Administrator, the 

Non-SRO Voting Representatives, and each service provider or subcontractor engaged in 

Company business (including the audit of Subscribers’ data usage) that has access to Restricted 

or Highly Confidential information (for purposes of this section, “Disclosing Parties”) shall 

complete the applicable questionnaire to provide the required disclosures set forth below to 

disclose all material facts necessary to identify potential conflicts of interest. The Operating 

Committee, a Member, Processors, or Administrator may not use a service provider or 

subcontractor on Company business unless that service provider or subcontractor has agreed in 

writing to provide the disclosures required by this section and has submitted completed 

disclosures to the Administrator prior to starting work. If state laws, rules, or regulations, or 

applicable professional ethics rules or standards of conduct, would act to restrict or prohibit a 



A-26 

Disclosing Party from making any particular required disclosure, a Disclosing Party shall refer to 

such law, rule, regulation, or professional ethics rule or standard and include in response to that 

disclosure the basis for its inability to provide a complete response. This does not relieve the 

Disclosing Party from disclosing any information it is not restricted from providing. 

(i) A potential conflict of interest may exist when personal, business, 

financial, or employment relationships could be perceived by a reasonable objective 

observer to affect the ability of a person to be impartial.  

(ii) Updates to Disclosures. Following a material change in the information 

disclosed pursuant to Section 4.10(a), a Disclosing Party shall promptly update its 

disclosures. Additionally, a Disclosing Party shall update annually any inaccurate 

information prior to the Operating Committee’s first quarterly meeting of a calendar year.  

(iii) Public Dissemination of Disclosures. The Disclosing Parties shall provide 

the Administrator with its disclosures and any required updates. The Administrator shall 

ensure that the disclosures are promptly posted to the Company’s website.  

(iv) The Company will arrange for Disclosing Parties that are not Members or 

Non-SRO Voting Representatives to comply with the required disclosures and recusals 

under this Section 4.10 and Exhibit B in their respective agreements with either the 

Company, a Member, the Administrator, or the Processors. 

(b) Recusal. 

(i) A Disclosing Party may not appoint as its Voting Representative a person 

that is responsible for or involved with the procurement for, or development, modeling, 

pricing, licensing, or sale of PDP offered to customers of the CT Feeds if the person has a 

financial interest (including compensation) that is tied directly to the Disclosing Party’s 

market data business or the procurement of market data and if that compensation would 

cause a reasonable objective observer to expect the compensation to affect the 

impartiality of the representative.  

(ii) A Disclosing Party (including its representative(s), employees, and agents) 

will be recused from participating in Company activities if it has not submitted a required 

disclosure form or the Operating Committee votes that its disclosure form is materially 

deficient. The recusal will be in effect until the Disclosing Party submits a sufficiently 

complete disclosure form to the Administrator.  

(iii) A Disclosing Party, including its representative(s), and its Affiliates and 

their representative(s), are recused from voting on matters in which it or its Affiliate (i) is 

seeking a position or contract with the Company or (ii) have a position or contract with 

the Company and whose performance is being evaluated by the Company.  



A-27 

(iv) All recusals, including a person’s determination of whether to voluntarily 

recuse himself or herself, shall be reflected in the meeting minutes.  

(c) Required Disclosures.  As part of the disclosure regime, the Members, the 

Processors, the Administrator, Non-SRO Voting Representatives, and service providers and 

subcontractors must respond to questions that are tailored to elicit responses that disclose the 

potential conflicts of interest as set forth in Exhibit B.  

(d) If the Commission’s approval order of the conflicts of interest policies filed by the 

CQ Plan, CTA Plan, or UTP Plan is stayed or overturned by a Governmental Authority, the 

requirements of this Section 4.10 and Exhibit B shall not apply. 

 Confidentiality Policy. 

(a) The Members and Non-SRO Voting Representatives are subject to the 

Confidentiality Policy set forth in Exhibit C to the Plan.  The Company will arrange for Covered 

Persons that are not Members or Non-SRO Voting Representatives to comply with the 

Confidentiality Policy under their respective agreements with either the Company, a Member, 

the Administrator, or the Processors.   

(b) If the Commission’s approval order of the confidentiality policy filed by the CQ 

Plan, CTA Plan, or UTP Plan is stayed or overturned by a Governmental Authority, the 

requirements of this Section 4.11 and Exhibit C shall not apply.  

  

THE PROCESSORS; INFORMATION; INDEMNIFICATION 

 General Functions of the Processors.  

Subject to the general direction of the Operating Committee, as more fully set forth in the 

agreement to be entered into between the Company and the Processors (the “Processor Services 

Agreements”), the Company shall require the Processors to perform certain processing functions 

on behalf of the Company. Among other things, the Company shall require the Processors to 

collect from the Members, and consolidate and disseminate to Vendors and Subscribers, 

Transaction Reports and Quotation Information in Eligible Securities in a manner designed to 

assure the prompt, accurate, and reliable collection, processing, and dissemination of information 

with respect to all Eligible Securities in a fair and non-discriminatory manner. 

 Evaluation of the Processors.  

The Processors’ performance of their functions under the Processor Services Agreements 

shall be subject to review at any time as determined by a vote of the Operating Committee 

pursuant to Section 4.3; provided, however, that a review shall be conducted at least once every 

two calendar years but not more frequently than once each calendar year (unless the Processors 

have materially defaulted in their obligations under the Processor Services Agreements and suchA-28 

default has not been cured within the applicable cure period set forth in the Processor Services 

Agreements, in which event such limitation shall not apply).  The Operating Committee may 

review the Processors at staggered intervals. 

 Process for Selecting New Processors.  

(a) No later than upon the termination or withdrawal of a Processor or the expiration 

of a Processor Services Agreement with a Processor, the Operating Committee shall establish 

procedures for selecting a new Processor (the “Processor Selection Procedures”).  The Operating 

Committee, as part of the process of establishing Processor Selection Procedures, may solicit and 

consider the timely comment of any entity affected by the operation of this Agreement.  

(b) The Processor Selection Procedures shall be established by the affirmative vote of 

the Operating Committee pursuant to Section 4.3, and shall set forth, at a minimum: 

(i) the entity that will:  

 draft the Operating Committee’s request for proposal for bids on a 

new Processor;  

 assist the Operating Committee in evaluating bids for the new 

Processor; and  

 otherwise provide assistance and guidance to the Operating 

Committee in the selection process; 

(ii) the minimum technical and operational requirements to be fulfilled by the 

Processor; 

(iii) the criteria to be considered in selecting the Processor; and 

(iv) the entities (other than Voting Representatives) that are eligible to 

comment on the selection of the Processor. 

 Transmission of Information to Processors by Members. 

(a) Quotation Information. 

(i) Each Member shall, during the time it is open for trading, be responsible 

for promptly collecting and transmitting to the Processors accurate Quotation Information 

in Eligible Securities through any means set forth in the Processor Services Agreements 

to ensure that the Company complies with its obligations under the Processor Services 

Agreements. 

(ii) Quotation Information shall include:  



A-29 

 identification of the Eligible Security, using the Listing Market’s 

symbol; 

 the price bid and offered, together with size; 

 for FINRA, the FINRA Participant along with the FINRA 

Participant’s market participant identification or Member from which the 

quotation emanates; 

 appropriate timestamps; 

 identification of quotations that are not firm; and 

 through appropriate codes and messages, withdrawals and similar 

matters. 

(iii) In addition, Quotation Information shall include:  

 in the case of a national securities exchange, the reporting 

Participant’s matching engine publication timestamp; or  

 in the case of FINRA, the quotation publication timestamp that 

FINRA’s bidding or offering member reports to FINRA’s quotation facility in 

accordance with FINRA rules. In addition, if FINRA’s quotation facility provides 

a proprietary feed of its quotation information, then the quotation facility shall 

also furnish the Processors with the time of the quotation as published on the 

quotation facility’s proprietary feed.  FINRA shall convert any quotation times 

reported to it to nanoseconds and shall furnish such times to the Processors in 

nanoseconds since Epoch. 

(b) Transaction Reports. 

(i) Each Member shall, during the time it is open for trading, be responsible 

for promptly transmitting to the Processor Transaction Reports in Eligible Securities 

executed in its Market by means set forth in the Processor Services Agreements.   

(ii) Transaction Reports shall include:  

 identification of the Eligible Security, using the Listing Market’s 

symbol; 

 the number of shares in the transaction; 

 the price at which the shares were purchased or sold; 

 the buy/sell/cross indicator; 



A-30 

 appropriate timestamps; 

 the Market of execution; and 

 through appropriate codes and messages, late or out-of-sequence 

trades, corrections, and similar matters. 

(iii) In addition, Transaction Reports shall include the time of the transaction 

as identified in the Participant’s matching engine publication timestamp. However, in the 

case of FINRA, the time of the transaction shall be the time of execution that a FINRA 

member reports to a FINRA trade reporting facility in accordance with FINRA rules. In 

addition, if the FINRA trade reporting facility provides a proprietary feed of trades 

reported by the trade reporting facility to the Processor, then the FINRA trade reporting 

facility shall also furnish the Processors with the time of the transmission as published on 

the facility’s proprietary feed. The FINRA trade reporting facility shall convert times that 

its members report to it to nanoseconds and shall furnish such times to the Processors in 

nanoseconds since Epoch. 

(iv) Each Member shall (a) transmit all Transaction Reports in Eligible 

Securities to the Processors as soon as practicable, but not later than 10 seconds, after the 

time of execution, (b) establish and maintain collection and reporting procedures and 

facilities reasonably designed to comply with this requirement, and (c) designate as “late” 

any last sale price not collected and reported in accordance with the above-referenced 

procedures or as to which the Member has knowledge that the time interval after the time 

of execution is significantly greater than the time period referred to above.  The Members 

shall seek to reduce the time period for reporting last sale prices to the Processors as 

conditions warrant. 

(v) The following types of transactions are not required to be reported to the 

Processors pursuant to this Agreement:  

 transactions that are part of a primary distribution by an issuer or 

of a registered secondary distribution or of an unregistered secondary distribution; 

 transactions made in reliance on Section 4(a)(2) of the Securities 

Act of 1933; 

 transactions in which the buyer and the seller have agreed to trade 

at a price unrelated to the current market for the security (e.g., to enable the seller 

to make a gift);  

 the acquisition of securities by a broker-dealer as principal in 

anticipation of making an immediate exchange distribution or exchange offering 

on an exchange; 



A-31 

 purchases of securities pursuant to a tender offer; 

 purchases or sales of securities effected upon the exercise of an 

option pursuant to the terms thereof or the exercise of any other right to acquire 

securities at a pre-established consideration unrelated to the current market; and 

 transfers of securities that are expressly excluded from trade 

reporting under FINRA rules. 

(c) The following symbols shall be used to denote the applicable Member: 

CODE MEMBER 

A NYSE American LLC 
Z Cboe BZX Exchange, Inc. 

Y Cboe BYX Exchange, Inc. 

B Nasdaq BX, Inc. 

W Cboe Exchange, Inc. 

M NYSE Chicago, Inc. 

J Cboe EDGA Exchange, Inc. 

K Cboe EDGX Exchange, Inc. 

I Nasdaq ISE, LLC 

V Investors’ Exchange LLC 

D Financial Industry Regulatory Authority, Inc. 

Q The Nasdaq Stock Market LLC 

C NYSE National, Inc. 

N New York Stock Exchange LLC 

P NYSE Arca, Inc. 

X Nasdaq PHLX LLC 

L Long-Term Stock Exchange Inc. 

U MEMX LLC  

 

(d) Indemnification. 

(i) Each Member agrees, severally and not jointly, to indemnify and hold 

harmless and defend the Company, each other Member, the Processors, the 

Administrator, the Operating Committee, and each of their respective directors, officers, 

employees, agents, and Affiliates (each, an “Member Indemnified Party”) from and 

against any and all loss, liability, claim, damage, and expense whatsoever incurred or 

threatened against such Member Indemnified Party as a result of a system error or 

disruption at such Member’s Market affecting any Transaction Reports, Quotation 

Information, or other information reported to the Processors by such Member and 

disseminated by the Processors to Vendors and Subscribers. This indemnity shall be in 

addition to any liability that the indemnifying Member may otherwise have.  



A-32 

(ii) Promptly after receipt by a Member Indemnified Party of notice of the 

commencement of any action, such Member Indemnified Party will, if it intends to make 

a claim in respect thereof against an indemnifying Member, notify the indemnifying 

Member in writing of the commencement thereof; provided, however, that the failure to 

so notify the indemnifying Member will only relieve the indemnifying Member from any 

liability which it may have to any Member Indemnified Party to the extent such 

indemnifying Member is actually prejudiced by such failure. In case any such action is 

brought against any Member Indemnified Party and it promptly notifies an indemnifying 

Member of the commencement thereof, the indemnifying Member will be entitled to 

participate in, and, to the extent that it elects (jointly with any other indemnifying 

Member similarly notified), to assume and control the defense thereof with counsel 

chosen by it. After notice from the indemnifying Member of its election to assume the 

defense thereof, the indemnifying Member will not be liable to such Indemnified Party 

for any legal or other expenses subsequently incurred by such Member Indemnified Party 

in connection with the defense thereof but the Member Indemnified Party may, at its own 

expense, participate in such defense by counsel chosen by it without, however, impairing 

the indemnifying Member’s control of the defense. If the indemnifying Member has 

assumed the defense in accordance with the terms hereof, the indemnifying Member may 

enter into a settlement or consent to any judgment without the prior written consent of the 

Member Indemnified Party if (i) such settlement or judgment involves monetary damages 

only, all of which will be fully paid by the indemnifying Member and without admission 

of fault or culpability on behalf of any Member Indemnified Party, and (ii) a term of the 

settlement or judgment is that the Person or Persons asserting such claim unconditionally 

and irrevocably release all Member Indemnified Parties from all liability with respect to 

such claim; otherwise, the consent of the Member Indemnified Party shall be required in 

order to enter into any settlement of, or consent to the entry of a judgment with respect to, 

any claim (which consent shall not be unreasonably withheld, delayed, or conditioned). 

 Operational Issues.  

(a) Each Member shall be responsible for collecting and validating quotes and last 

sale reports within its own system prior to transmitting this data to the Processors. 

(b) Each Member may utilize a dedicated Member line into the Processors to transmit 

Transaction Reports and Quotation Information to the Processors.  

(c) Whenever a Member determines that a level of trading activity or other unusual 

market conditions prevent it from collecting and transmitting Transaction Reports or Quotation 

Information to the Processor, or where a trading halt or suspension in an Eligible Security is in 

effect in its Market, the Member shall promptly notify the Processors of such condition or event 

and shall resume collecting and transmitting Transaction Reports and Quotation Information to it 

as soon as the condition or event is terminated. In the event of a system malfunction resulting in 

the inability of a Member or its members to transmit Transaction Reports or Quotation 

Information to the Processors, the Member shall promptly notify the Processors of such event or 



A-33 

condition. Upon receiving such notification, the Processors shall take appropriate action, 

including either closing the quotation or purging the system of the affected quotations. 

  

THE ADMINISTRATOR 

 General Functions of the Administrator.  

Subject to the general direction of the Operating Committee, as more fully set forth in the 

agreement entered into between the Company and the Administrator (the “Administrative 

Services Agreement”), the Administrator shall perform administrative functions on behalf of the 

Company including recordkeeping; administering Vendor and Subscriber contracts; 

administering Fees, including billing, collection, and auditing of Vendors and Subscribers; 

administering Distributions; tax functions of the Company; and the preparation of the 

Company’s audited financial reports.   

 Evaluation of the Administrator.  

The Administrator’s performance of its functions under the Administrative Services 

Agreement shall be subject to review at any time as determined by an affirmative vote of the 

Operating Committee pursuant to Section 4.3; provided, however, that a review shall be 

conducted at least once every two calendar years but not more frequently than once each 

calendar year (unless the Administrator has materially defaulted in its obligations under the 

Administrative Services Agreement and such default has not been cured within the applicable 

cure period set forth in the Administrative Services Agreement, in which event such limitation 

shall not apply). The Operating Committee shall appoint a subcommittee or other Persons to 

conduct the review. The Company shall require the reviewer to provide the Operating Committee 

with a written report of its findings and to make recommendations (if necessary), including with 

respect to the continuing operation of the Administrator. The Administrator shall be required to 

assist and participate in such review. The Operating Committee shall notify the Commission of 

any recommendations it may approve as a result of the review of the Administrator and shall 

supply the Commission with a copy of any reports that may be prepared in connection therewith.  

 Process for Selecting New Administrator.  

Prior to the Operative Date, upon the termination or withdrawal of the Administrator, or 

upon the expiration of the Administrative Services Agreement, the Operating Committee shall 

establish procedures for selecting a new Administrator (the “Administrator Selection 

Procedures”).  The Administrator selected by the Operating Committee may not be owned or 

controlled by a corporate entity that, either directly or via another subsidiary, offers for sale its 

own PDP. The Operating Committee, as part of the process of establishing Administrator 

Selection Procedures, may solicit and consider the timely comment of any entity affected by the 

operation of this Agreement. The Administrator Selection Procedures shall be established by the 

Voting Representatives pursuant to Section 4.3, and shall set forth, at a minimum:  



A-34 

 the entity that will:  

(i) draft the Operating Committee’s request for proposal for bids on a new 

Administrator; 

(ii) assist the Operating Committee in evaluating bids for the new 

Administrator; and  

(iii) otherwise provide assistance and guidance to the Operating Committee in 

the selection process. 

 the minimum technical and operational requirements to be fulfilled by the 

Administrator; 

 the criteria to be considered in selecting the Administrator; and 

 the entities (other than Voting Representatives) that are eligible to comment on 

the selection of the Administrator. 

  

REGULATORY MATTERS 

 Regulatory and Operational Halts. 

(a) Operational Halts. A Member shall notify the Processors if it has concerns about 

its ability to collect and transmit quotes, orders, or last sale prices, or where it has declared an 

Operational Halt or suspension of trading in one or more Eligible Securities, pursuant to the 

procedures adopted by the Operating Committee. 

(b) Regulatory Halts.  

(i) The Primary Listing Market may declare a Regulatory Halt in trading for 

any security for which it is the Primary Listing Market: 

 as provided for in the rules of the Primary Listing Market; 

 if it determines there is a SIP Outage, Material SIP Latency, or 

Extraordinary Market Activity; or 

 in the event of national, regional, or localized disruption that 

necessitates a Regulatory Halt to maintain a fair and orderly market. 

(ii) In making a determination to declare a Regulatory Halt under 

subparagraph (b)(i), the Primary Listing Market will consider the totality of information 

available concerning the severity of the issue, its likely duration, and potential impact on 

Member Firms and other market participants and will make a good-faith determination 



A-35 

that the criteria of subparagraph (b)(i) have been satisfied and that a Regulatory Halt is 

appropriate. The Primary Listing Market will consult, if feasible, with the affected 

Trading Center(s), the other Members, or the Processors, as applicable, regarding the 

scope of the issue and what steps are being taken to address the issue. Once a Regulatory 

Halt under subparagraph (b)(i) has been declared, the Primary Listing Market will 

continue to evaluate the circumstances to determine when trading may resume in 

accordance with the rules of the Primary Listing Market. 

(c) Initiating a Regulatory Halt.  

(i) The start time of a Regulatory Halt is when the Primary Listing Market 

declares the halt, regardless of whether an issue with communications impacts the 

dissemination of the notice. 

(ii) If a Processor is unable to disseminate notice of a Regulatory Halt or the 

Primary Listing Market is not open for trading, the Primary Listing Market will take 

reasonable steps to provide notice of a Regulatory Halt, which shall include both the type 

and start time of the Regulatory Halt, by dissemination through: 

 PDP; 

 posting on a publicly-available Member website; or 

 system status messages. 

(iii) Except in exigent circumstances, the Primary Listing Market will not 

declare a Regulatory Halt retroactive to a time earlier than the notice of such halt. 

(iv) Resumption of Trading After Regulatory Halts Other Than SIP Halts. The 

Primary Listing Market will declare a resumption of trading when it makes a good-faith 

determination that trading may resume in a fair and orderly manner and in accordance 

with its rules. 

(v) For a Regulatory Halt that is initiated by another Member that is a Primary 

Listing Market, a Member may resume trading after the Member receives notification 

from the Primary Listing Market that the Regulatory Halt has been terminated. 

(d) Resumption of Trading After SIP Halt.  

(i) The Primary Listing Market will determine the SIP Halt Resume Time. In 

making such determination, the Primary Listing Market will make a good-faith 

determination and consider the totality of information to determine whether resuming 

trading would promote a fair and orderly market, including input from the Processors, the 

other Members, or the operator of the system in question (as well as any Trading 

Center(s) to which such system is linked), regarding operational readiness to resume 



A-36 

trading. The Primary Listing Market retains discretion to delay the SIP Halt Resume 

Time if it believes trading will not resume in a fair and orderly manner. 

(ii) The Primary Listing Market will terminate a SIP Halt with a notification 

that specifies a SIP Halt Resume Time. The Primary Listing Market shall provide a 

minimum notice of a SIP Halt Resume Time, as specified by the rules of the Primary 

Listing Market, during which period market participants may enter quotes and orders in 

the affected securities. During Regular Trading Hours, the last SIP Halt Resume Time 

before the end of Regular Trading Hours shall be an amount of time as specified by the 

rules of the Primary Listing Market. The Primary Listing Market may stagger the SIP 

Halt Resume Times for multiple symbols in order to reopen in a fair and orderly manner. 

(iii) During Regular Trading Hours, if the Primary Listing Market does not 

open a security within the amount of time as specified by the rules of the Primary Listing 

Market after the SIP Halt Resume Time, a Member may resume trading in that security. 

Outside Regular Trading Hours, a Member may resume trading immediately after the SIP 

Halt Resume Time. 

(e) Member to Halt Trading During Regulatory Halt. A Member will halt trading for 

any security traded on its Market if the Primary Listing Market declares a Regulatory Halt for the 

security. 

(f) Communications. Whenever, in the exercise of its regulatory functions, the 

Primary Listing Market for an Eligible Security determines it is appropriate to initiate a 

Regulatory Halt, the Primary Listing Market will notify all other Members and the affected 

Processors of such Regulatory Halt as well as provide notice that a Regulatory Halt has been 

lifted using such protocols and other emergency procedures as may be mutually agreed to 

between the Members and the Primary Listing Market. The affected Processors shall disseminate 

to Members notice of the Regulatory Halt (as well as notice of the lifting of a Regulatory Halt) 

(i) through the CT Feeds or (ii)  any other means the affected Processors, in its sole discretion, 

considers appropriate. Each Member shall be required to continuously monitor these 

communication protocols established by the Operating Committee and the Processors during 

market hours, and the failure of a Member to do so shall not prevent the Primary Listing Market 

from initiating a Regulatory Halt in accordance with the procedures specified herein.  

 Hours of Operation of the System. 

(a) Quotation Information shall be entered, as applicable, by Members as to all 

Eligible Securities in which they make a market during Regular Trading Hours on all days the 

Processors are in operation. Transaction Reports shall be entered between 9:30 a.m. and 4:00:10 

p.m. ET by Members as to all Eligible Securities in which they execute transactions during 

Regular Trading Hours on all days the Processors are in operation. 



A-37 

(b) Members that execute transactions in Eligible Securities outside of Regular 

Trading Hours, shall report such transactions as follows: 

(i) transactions in Eligible Securities executed between 4:00 a.m. and 9:29:59 

a.m. ET and between 4:00:01 p.m. and 8:00 p.m. ET, shall be designated with an 

appropriate indicator to denote their execution outside normal market hours; 

(ii) transactions in Eligible Securities executed after 8:00 p.m. and before 

12:00 a.m. (midnight) shall be reported to the Processors between the hours of 4:00 a.m. 

and 8:00 p.m. ET on the next business day (T+1), and shall be designated “as/of” trades 

to denote their execution on a prior day, and be accompanied by the time of execution; 

(iii) transactions in Eligible Securities executed between 12:00 a.m. (midnight) 

and 4:00 a.m. ET shall be transmitted to the Processors between 4:00 a.m. and 9:30 a.m. 

ET, on trade date, shall be designated with an appropriate indicator to denote their 

execution outside normal market hours, and shall be accompanied by the time of 

execution; and 

(iv) transactions reported pursuant to this Section 7.3 shall be included in the 

calculation of total trade volume for purposes of determining Net Distributable Operating 

Revenue, but shall not be included in the calculation of the daily high, low, or last sale. 

(c) Late trades shall be reported in accordance with the rules of the Member in whose 

Market the transaction occurred and can be reported between the hours of 4:00 a.m. and 8:00 

p.m. ET. 

(d) The Processors shall collect, process and disseminate Quotation Information in 

Eligible Securities at other times between 4:00 a.m. and 9:30 a.m. ET, and after 4:00 p.m. ET, 

when any Member or FINRA Participant is open for trading, until 8:00 p.m. ET (the “Additional 

Period”); provided, however, that the National Best Bid and Offer quotation will not be 

disseminated before 4:00 a.m. or after 8:00 p.m. ET. Members that enter Quotation Information 

or submit Transaction Reports to the Processors during the Additional Period shall do so for all 

Eligible Securities in which they enter quotations. 

  

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS 

 Capital Accounts. 

(a) A separate capital account (“Capital Account”) shall be established and 

maintained by the Company for each Member in accordance with section 704(b) of the Code and 

Treasury Regulation section 1.704-1 (b)(2)(iv). There shall be credited to each Member’s Capital 

Account (i) the Capital Contributions (at fair market value in the case of contributed property) 

made by such Member (which shall be deemed to be zero for the initial Members), 



A-38 

(ii) allocations of Company profits and gain (or items thereof) to such Member pursuant to 

Section 10.2 and (iii) any recaptured tax credits, or portion thereof, to the extent such increase to 

the tax basis of a Member’s interest in the Company may be allowed pursuant to the Code. Each 

Member’s Capital Account shall be decreased by (x) the amount of distributions (at fair market 

value in the case of property distributed in kind) to such Member, (y) allocations of Company 

losses to such Member (including expenditures which can neither by capitalized nor deducted for 

tax purposes, organization and syndication expenses not subject to amortization and loss on sale 

or disposition of the Company’s assets, whether or not disallowed under sections 267 or 707 of 

the Code) pursuant to Section 10.2 and (z) any tax credits, or portion thereof, as may be required 

to be charged to the tax basis of a Membership Interest pursuant to the Code. Capital Accounts 

shall not be adjusted to reflect a Member’s share of liabilities under section 752 of the Code.  

(b) The fair market value of contributed, distributed, or revalued property shall be 

agreed to by the Operating Committee or, if there is no such agreement, by an appraisal.  

(c) The foregoing provisions and the other provisions of this Agreement relating to 

the maintenance of Capital Accounts are intended to comply with Treasury Regulation 

section 1.704-1(b) promulgated under section 704(b) of the Code, and shall be interpreted and 

applied in a manner consistent with such Treasury Regulations. 

 Additional Capital Contributions.  

Except with the approval of the Operating Committee or as otherwise provided in this 

Section 8.2, no Member shall be obligated or permitted to make any additional contribution to 

the capital of the Company. The Members agree to make additional Capital Contributions from 

time to time as appropriate in respect of reasonable administrative and other reasonable expenses 

of the Company. 

 Distributions.  

Except as set forth in this Section 8.3 and Section 11.2, and subject to the provisions of 

Section 13.1, Distributions shall be made to the Members at the times and in the aggregate 

amounts set forth in Exhibit D. Notwithstanding any provisions to the contrary contained in this 

Agreement, the Company shall not make a Distribution to a Member on account of its interest in 

the Company if such Distribution would violate Section 18-607 of the Delaware Act or other 

Applicable Law. Distributions may be made in cash or, if determined by the Operating 

Committee, in-kind. The Operating Committee may reserve amounts for anticipated expenses or 

contingent liabilities of the Company. In the event that additional Capital Contributions are 

called for, and any Member fails to provide the full amount of such additional Capital 

Contributions as set forth in the relevant resolution of the Operating Committee, any 

Distributions to be made to such defaulting Member shall be reduced by the amount of any 

required but unpaid Capital Contribution due from such Member.   



A-39 

  

ALLOCATIONS 

 Calculation of Profits and Losses.  

To the fullest extent permitted by Applicable Law, the profits and losses of the Company 

shall be determined for each fiscal year in a manner consistent with GAAP. 

 Allocation of Profits and Losses.  

(a) Except as otherwise set forth in this Section 9.2, for Capital Account purposes, all 

items of income, gain, loss, and deduction shall be allocated among the Members in accordance 

with Exhibit D. 

(b) For federal, state and local income tax purposes, items of income, gain, loss, 

deduction, and credit shall be allocated to the Members in accordance with the allocations of the 

corresponding items for Capital Account purposes under this Section 9.2, except that items with 

respect to which there is a difference between tax and book basis will be allocated in accordance 

with Section 704(c) of the Code, the Treasury Regulations thereunder and Treasury Regulations 

Section 1.704-1(b)(4)(i). 

(c) Notwithstanding any provision set forth in this Section 9.2, no item of deduction 

or loss shall be allocated to a Member to the extent the allocation would cause a negative balance 

in such Member’s Capital Account (after taking into account the adjustments, allocations and 

distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) that 

exceeds the amount that such Member would be required to reimburse the Company pursuant to 

this Agreement or Applicable Law.  

(d) In the event any Member unexpectedly receives any adjustments, allocations, or 

distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), 

items of the Company’s income and gain shall be specially allocated to such Member in an 

amount and manner sufficient to eliminate as quickly as possible any deficit balance in its 

Capital Account created by such adjustments, allocations or distributions in excess of that 

permitted under Section 10.2(c). Any special allocations of items of income or gain pursuant to 

this Section 10.2(d) shall be taken into account in computing subsequent allocations pursuant to 

this Section 10.2 so that the net amount of any items so allocated and all other items allocated to 

each Member pursuant to this Section 10.2 shall, to the extent possible, be equal to the net 

amount that would have been allocated to each such Member pursuant to the provisions of this 

Section 10.2 if such unexpected adjustments, allocations or distributions had not occurred. 

 



A-40 

  

RECORDS AND ACCOUNTING; REPORTS 

 Accounting. 

(a) The Operating Committee shall maintain a system of accounting which enables 

the Company to produce accounting records and information substantially consistent with 

GAAP. The Fiscal Year of the Company shall be the calendar year unless Applicable Law 

requires a different Fiscal Year. 

(b) All matters concerning accounting procedures shall be determined by the 

Operating Committee. 

 Tax Status; Returns.  

(a) It is the intent of this Company and the Members that this Company shall be 

treated as a partnership for federal, state and local income tax purposes. Neither the Company 

nor any Member shall make an election for the Company to be classified as other than a 

partnership pursuant to Treasury Regulations Section 301.7701-3 or otherwise. 

(b) The Company shall cause federal, state, and local income tax returns for the 

Company to be prepared and timely filed with the appropriate authorities and shall arrange for 

the timely delivery to the Members of such information as is necessary for such Members to 

prepare their federal, state and local tax returns. All tax returns shall be prepared in a manner 

consistent with the Distributions made in accordance with Exhibit D. 

 Partnership Representative. 

(a) The Operating Committee shall appoint an entity as the “Partnership 

Representative” of the Company for purposes of Section 6223 of the Code and the Treasury 

Regulations promulgated thereunder, and all federal, state, and local Tax audits and litigation 

shall be conducted under the direction of the Partnership Representative.  

(b) The Partnership Representative shall use reasonable efforts to inform each 

Member of all significant matters that may come to its attention by giving notice thereof and to 

forward to each Member copies of all significant written communications it may receive in such 

capacity. The Partnership Representative shall consult with the Members before taking any 

material actions with respect to tax matters, including actions relating to (i) an IRS examination 

of the Company commenced under Section 6231(a) of the Code, (ii) a request for administrative 

adjustment filed by the Company under Section 6227 of the Code, (iii) the filing of a petition for 

readjustment under Section 6234 of the Code with respect to a final notice of partnership 

adjustment, (iv) the appeal of an adverse judicial decision, and (v) the compromise, settlement, 

or dismissal of any such proceedings.  



A-41 

(c) The Partnership Representative shall not compromise or settle any tax audit or 

litigation affecting the Members without the approval of a majority of Members. Any material 

proposed action, inaction, or election to be taken by the Partnership Representative, including the 

election under Section 6226(a)(1) of the Code, shall require the prior approval of a majority of 

Members.  

  

DISSOLUTION AND TERMINATION 

 Dissolution of Company.  

The Company shall dissolve, and its assets and business shall be wound up, upon the 

occurrence of any of the following events: 

(a) Unanimous written consent of the Members to dissolve the Company; 

(b) The sale or other disposition of all or substantially all the Company’s assets 

outside the ordinary course of business; 

(c) An event which makes it unlawful or impossible for the Company business to be 

continued;  

(d) The withdrawal of one or more Members such that there is only one remaining 

Member; or 

(e) The entry of a decree of judicial dissolution under § 18-802 of the Delaware Act. 

 Liquidation and Distribution.  

Following the occurrence of an event described in Section 11.1, the Members shall 

appoint a liquidating trustee who shall wind up the affairs of the Company by (i) selling its assets 

in an orderly manner (so as to avoid the loss normally associated with forced sales), and (ii) 

applying and distributing the proceeds of such sale, together with other funds held by the 

Company: (a) first, to the payment of all debts and liabilities of the Company; (b) second, to the 

establishments of any reserves reasonably necessary to provide for any contingent recourse 

liabilities and obligations; (c) third, to the Members in accordance with Exhibit D; and (d) fourth, 

to the Members as determined by a majority of Members. 

 Termination.  

Each of the Members shall be furnished with a statement prepared by the independent 

accountants retained on behalf of the Company, which shall set forth the assets and liabilities of 

the Company as of the date of the final distribution of Company’s assets under Section 10.2 and 

the net profit or net loss for the fiscal period ending on such date. Upon compliance with the 

distribution plan set forth in Section 10.2, the Members shall cease to be such, and the 



A-42 

liquidating trustee shall execute, acknowledge, and cause to be filed a certificate of cancellation 

of the Company. Upon completion of the dissolution, winding up, liquidation, and distribution of 

the liquidation proceeds, the Company shall terminate. 

  

EXCULPATION AND INDEMNIFICATION 

 Exculpation.  

Each Member, by and for itself, each of its Affiliates and each of its and their respective 

equity holders, directors, officers, controlling persons, partners, employees, successors and 

assigns, hereby acknowledges and agrees that it is the intent of the Company and each Member 

that the liability of each Member and each individual currently or formerly serving as an SRO 

Voting Representative (each, an “Exculpated Party”) be limited to the maximum extent 

permitted by Applicable Law or as otherwise expressly provided herein. In accordance with the 

foregoing, the Members hereby acknowledge and agree that: 

(a) To the maximum extent permitted by Applicable Law or as otherwise expressly 

provided herein, no present or former Exculpated Party or any of such Exculpated Party’s 

Affiliates, heirs, successors, assigns, agents or representatives shall be liable to the Company or 

any Member for any loss suffered in connection with a breach of any fiduciary duty, errors in 

judgment or other acts or omissions by such Exculpated Party; provided, however, that this 

provision shall not eliminate or limit the liability of such Exculpated Party for (i) acts or 

omissions which involve gross negligence, willful misconduct or a knowing violation of law, or 

(ii) as provided in Section 5.4(d) hereof, losses resulting from such Exculpated Party’s 

Transaction Reports, Quotation Information or other information reported to the Processors by 

such Exculpated Party (collectively “Non-Exculpated Items”). Any Exculpated Party may 

consult with counsel and accountants in respect of Company affairs, and provided such Person 

acts in good faith reliance upon the advice or opinion of such counsel or accountants, such 

Person shall not be liable for any loss suffered in reliance thereon.  

(b) Notwithstanding anything to the contrary contained herein, whenever in this 

Agreement or any other agreement contemplated herein or otherwise, an Exculpated Party is 

permitted or required to take any action or to make a decision in its “sole discretion” or 

“discretion” or that it deems “necessary,” or “necessary or appropriate” or under a grant of 

similar authority or latitude, the Exculpated Party may, insofar as Applicable Law permits, make 

such decision in its sole discretion (regardless of whether there is a reference to “sole discretion” 

or “discretion”). The Exculpated Party (i) shall be entitled to consider such interests and factors 

as it desires (including its own interests), (ii) shall have no duty or obligation (fiduciary or 

otherwise) to give any consideration to any interest of or factors affecting the Company or the 

Members, and (iii) shall not be subject to any other or different standards imposed by this 

Agreement, or any other agreement contemplated hereby, under any Applicable Law or in 

equity. 



A-43 

 Right to Indemnification.  

(a) Subject to the limitations and conditions provided in this Article XII and to the 

fullest extent permitted by Applicable Law, the Company shall indemnify each Company 

Indemnified Party for Losses as a result of the Company Indemnified Party being a Party to a 

Proceeding. Notwithstanding the foregoing, no such indemnification shall be available in the 

event the Company is a claimant against the Company Indemnified Party. 

(b) Indemnification under this Article XII shall continue as to a Company 

Indemnified Party who has ceased to serve in the capacity that initially entitled such Company 

Indemnified Party to indemnity hereunder; provided, however, that the Company shall not be 

obligated to indemnify a Company Indemnified Party for the Company Indemnified Party’s Non-

Exculpated Items. 

(c) The rights granted pursuant to this Article XII shall be deemed contract rights, 

and no amendment, modification, or repeal of this Article XII shall have the effect of limiting or 

denying any such rights with respect to actions taken or Proceedings arising prior to any 

amendment, modification, or repeal. It is expressly acknowledged that the indemnification 

provided in this Article XII could involve indemnification for negligence or under theories of 

strict liability.  

(d) The Company shall be the primary obligor in respect of any Company 

Indemnified Party’s claim for indemnification, for advancement of expenses, or for providing 

insurance, subject to this Article XII. The obligation, if any, of any Member or its Affiliates to 

indemnify, to advance expenses to, or provide insurance for any Company Indemnified Party 

shall be secondary to the obligations of the Company under this Article XII (and the Company’s 

insurance providers shall have no right to contribution or subrogation with respect to the 

insurance plans of such Member or its Affiliates). 

 Advance Payment.  

Reasonable expenses incurred by a Company Indemnified Party who is a named 

defendant or respondent to a Proceeding shall be paid by the Company in advance of the final 

disposition of the Proceeding upon receipt of an undertaking by or on behalf of such Company 

Indemnified Party to repay such amount if it shall ultimately be determined that he or she is not 

entitled to be indemnified by the Company. 

 Appearance as a Witness.  

Notwithstanding any other provision of this Article XII, the Company shall pay or 

reimburse reasonable out-of-pocket expenses incurred by a Company Indemnified Party in 

connection with his appearance as a witness or other participation in a Proceeding at a time when 

he is not a named defendant or respondent in the Proceeding. 

 



A-44 

 Nonexclusivity of Rights.  

The right to indemnification and the advancement and payment of expenses conferred in 

this Article XII shall not be exclusive of any other right which any Company Indemnified Person 

may have or hereafter acquire under any law (common or statutory), provision of the Certificate 

or this Agreement or otherwise. 

  

MISCELLANEOUS 

 Expenses.  

The Company shall pay all current expenses, including any Taxes payable by the 

Company, whether for its own account or otherwise required by law (including any costs of 

complying with applicable tax obligations), third-party service provider fees, and all 

administrative and processing expenses and fees, as well as any other amounts owing to the 

Processors under the Processor Services Agreements, to the Administrator under the 

Administrative Services Agreement, or to the Processors, Administrator, or FINRA under 

Exhibit D to this Agreement, before any allocations may be made to the Members. Appropriate 

reserves, as unanimously determined by the Members, may be charged to the Capital Account of 

the Members for (i) contingent liabilities, if any, as of the date any such contingent liabilities 

become known to the Operating Committee, or (ii) amounts needed to pay the Company’s 

operating expenses, including administrative and processing expenses and fees, before any 

allocations are made to the Member. Each Member shall bear the cost of implementation of any 

technical enhancements to the System made at its request and solely for its use, subject to 

reapportionment should any other Member subsequently make use of the enhancement, or the 

development thereof.   

 Entire Agreement.  

Upon the Operative Date, this Agreement supersedes the CQ Plan, the CTA Plan, and the 

UTP Plan and all other prior agreements among the Members with respect to the subject matter 

hereof. This instrument contains the entire agreement with respect to such subject matter.  

 Notices and Addresses.  

Unless otherwise specified herein, all notices, consents, approvals, reports, designations, 

requests, waivers, elections, and other communications (collectively, “Notices”) authorized or 

required to be given pursuant to this Agreement shall be in writing and may be delivered by 

certified or registered mail, postage prepaid, by hand, by any private overnight courier service, or 

notification through the Company’s web portal. Such Notices shall be mailed or delivered to the 

Members at the addresses set forth on Exhibit A or such other address as a Member may notify 

the other Members of in writing. Any Notices to be sent to the Company shall be delivered to the 

principal place of business of the Company or at such other address as the Operating Committee 

may specify in a notice sent to all of the Members. Notices shall be effective (i) if mailed, on the 



A-45 

date three days after the date of mailing, (ii) if hand delivered or delivered by private courier, on 

the date of delivery, or (iii) if sent by through the Company’s web portal, on the date sent; 

provided, however, that notices of a change of address shall be effective only upon receipt. 

 Governing Law.  

This Agreement shall be governed by and construed in accordance with the Delaware Act 

and internal laws and decisions of the State of Delaware, without regard to the conflicts of laws 

principles thereof; provided, however, that the rights and obligations of the Members, the 

Processors and the Administrator, and of Vendors, Subscribers, and other Persons contracting 

with the Company in respect of the matters covered by this Agreement, shall at all times also be 

subject to any applicable provisions of the Exchange Act and any rules and regulations 

promulgated thereunder. For the avoidance of doubt, nothing in this Agreement waives any 

protection or limitation of liability afforded any of the Members or any of their Affiliates by 

common law, including the doctrines of self-regulatory organization immunity and federal 

preemption. 

 Amendments.  

(a) Except as this Agreement otherwise provides, this Agreement may be modified 

from time to time when authorized by the Operating Committee pursuant to Section 4.3, subject 

to the approval of the Commission or when such modification otherwise becomes effective 

pursuant to Section 11A of the Exchange Act and Rule 608 of Regulation NMS. 

(b) Notwithstanding Section 13.5(a), Articles IX, X, XI, and XII may be modified 

upon approval by a majority of Members; provided, however, that Operating Committee 

approval pursuant to Section 4.3 will be required for modifications to the allocation of all items 

of income, gain, loss, and deduction in accordance with Exhibit D. 

(c) In the case of a Ministerial Amendment, the Chair of the Company’s Operating 

Committee may modify this Agreement by submitting to the Commission an appropriate 

amendment that sets forth the modification; provided, however, that 48-hours advance notice of 

the amendment to the Operating Committee is required. Such an amendment shall become 

effective upon filing with the Commission in accordance with Section 11A of the Exchange Act 

and Rule 608 of Regulation NMS. 

(d) “Ministerial Amendment” means an amendment to this Agreement that pertains 

solely to any one or more of the following: 

(i) admitting a new Member to the Company; 

(ii) changing the name or address of a Member; 

(iii) incorporating a change that the Commission has implemented by rule and 

that requires no conforming language to the text of this Agreement; 



A-46 

(iv) incorporating a change (A) that the Commission has implemented by rule, 

(B) that requires conforming language to the text of this Agreement, and (C) whose 

conforming language to the text of this Agreement has been approved by the affirmative 

vote of the Operating Committee pursuant to Section 4.3;  

(v) incorporating a change (A) that a Governmental Authority requires 

relating to the governance or operation of an LLC, (B) that requires conforming language 

to the text of this Agreement, and (C) whose conforming language to the text of this 

Agreement has been approved by the affirmative vote of the Operating Committee 

pursuant to Section 4.3 or upon approval by a majority of Members pursuant to Section 

13.5(b), as applicable; or 

(vi) incorporating a purely technical change, such as correcting an error or an 

inaccurate reference to a statutory provision, or removing language that has become 

obsolete. 

 Successors.  

This Agreement shall be binding upon and inure to the benefit of the Members and their 

respective legal representatives and successors. 

 Limitation on Rights of Others.  

None of the provisions of this Agreement shall be for the benefit of or enforceable by any 

creditor of the Company. Furthermore, except as provided in Section 3.7(b), the Members shall 

not have any duty or obligation to any creditor of the Company to make any contribution to the 

Company or to issue any call for capital pursuant to this Agreement. Nothing in this Agreement 

shall be deemed to create any legal or equitable right, remedy or claim in any Person not a party 

hereto (other than any Person indemnified under Article XII).  

 Counterparts.  

This Agreement may be executed by the Members in any number of counterparts, no one 

of which need contain the signature of all Members. As many such counterparts as shall together 

contain all such signatures shall constitute one and the same instrument. 

 Headings.  

The section and other headings contained in this Agreement are for reference purposes 

only and shall not be deemed to be a part of this Agreement or to affect the meaning or 

interpretation of any provisions of this Agreement. 

 

 



A-47 

 Validity and Severability.  

If any provision of this Agreement shall be held invalid or unenforceable, that shall not 

affect the validity or enforceability of any other provisions of this Agreement, all of which shall 

remain in full force and effect. 

 Statutory References.  

Each reference in this Agreement to a particular statute or regulation, or a provision 

thereof, shall be deemed to refer to such statute or regulation, or provision thereof, or to any 

similar or superseding statute or regulation, or provision thereof, as is from time to time in effect. 

 Modifications to be in Writing.  

This Agreement constitutes the entire understanding of the parties hereto with respect to 

the subject matter hereof, and no amendment, modification or alteration shall be binding unless 

the same is in writing and adopted in accordance with the provisions of Section 13.5. 

[Signature Pages Follow]A-48 

IN WITNESS WHEREOF, the undersigned Members have executed this Agreement as 

of the day and year first above written. 

  



 

A-49 

EXHIBIT A 

Members of CT Plan LLC 

Member Name and Address 

Cboe BYX Exchange, Inc.  

400 South LaSalle Street  

Chicago, Illinois 60605 

Cboe BZX Exchange, Inc.  

400 South LaSalle Street  

Chicago, Illinois 60605 

Cboe EDGA Exchange, Inc.  

400 South LaSalle Street  

Chicago, Illinois 60605 

Cboe EDGX Exchange, Inc.  

400 South LaSalle Street  

Chicago, Illinois 60605 

Cboe Exchange, Inc.  

400 South LaSalle Street  

Chicago, Illinois 60605 

Financial Industry Regulatory Authority, Inc. 

1735 K Street, N.W. 

Washington, D.C. 20006 

Investors’ Exchange LLC 
3 World Trade Center 58th Floor 
New York, New York 10007 

Long-Term Stock Exchange, Inc.  

300 Montgomery St., Ste 790  

San Francisco, CA 94104 

MEMX LLC 
111 Town Square Place, Suite 520 
Jersey City, New Jersey 07310 

Nasdaq BX, Inc. 

One Liberty Plaza 

165 Broadway 
New York, New York 10006 



 

A-50 

Member Name and Address 

Nasdaq ISE, LLC 

One Liberty Plaza 

165 Broadway 
New York, New York 10006 

Nasdaq PHLX LLC 

FMC Tower, Level 8 

2929 Walnut Street 
Philadelphia, Pennsylvania 19104  

The Nasdaq Stock Market LLC 

One Liberty Plaza 

165 Broadway 
New York, NY 10006 

New York Stock Exchange LLC  

11 Wall Street 

New York, New York 10005  

NYSE American LLC 

11 Wall Street 
New York, New York 10005  

NYSE Arca, Inc. 

11 Wall Street 
New York, New York 10005  

NYSE Chicago, Inc. 
11 Wall Street 
New York, New York 10005 

NYSE National, Inc.  
11 Wall Street  
New York, NY 10005 

 



 

A-51 

EXHIBIT B 

Disclosures 

 

(a) The Members must respond to the following questions and instructions:  

(i) Is the Member for profit or not-for-profit? If the Member is for profit, is it 

publicly or privately owned? If privately owned, list any owner with an interest of 5% or 

more of the Member, where to the Member’s knowledge, such owner, or any affiliate 

controlling, controlled by, or under common control with the owner, subscribes, directly 

or through a third-party vendor, to CT Feeds and/or Member PDP.  

(ii) Does the Member offer PDP? If yes, list each product, describe its content, 

and provide a link to where fees for each product are disclosed. 

(iii) Provide the names of the Voting Representative and any alternate Voting 

Representatives designated by the Member. Also provide a narrative description of such 

representatives’ roles within the Member organization, including the title of each 

individual as well as any direct responsibilities related to the development, dissemination, 

sales, or marketing of the Member’s PDP, and the nature of those responsibilities 

sufficient for the public to identify the nature of any potential conflict of interest that 

could be perceived by a reasonable objective observer as having an effect on the 

operation of the Company. If such representatives work in or with the Member’s PDP 

business, describe such representatives’ roles and describe how that business and such 

representatives’ Company responsibilities impacts their compensation. In addition, 

describe how such representatives’ responsibilities with the PDP business may present a 

conflict of interest with their responsibilities to the Company.  

(iv) Does the Member, its Voting Representative, or its alternate Voting 

Representative, or any affiliate have additional relationships or material economic 

interests that could be perceived by a reasonable objective observer to present a potential 

conflict of interest with their responsibilities to the Company? If so, provide a detailed 

narrative discussion of all material facts necessary to identify the potential conflicts of 

interest and the effects they may have on the Company.  

(b) The Processors must respond to the following questions and instructions:  

(i) Is the Processor an affiliate of or affiliated with any Member? If yes, 

disclose the Member(s) and describe the nature of the affiliation. Include an entity-level 

organizational chart depicting the Processor and its affiliates. 

(ii) Provide a narrative description of the functions directly performed by 

senior staff, the manager employed by the Processor to provide Processor services to the 

Company, and the staff that reports to that manager.  



 

A-52 

(iii) Does the Processor provide any services for any Member’s PDP, other 

NMS Plans, or creation of consolidated equity data information for its own use? If Yes, 

disclose the services the Processor performs and identify which NMS Plans. Does the 

Processor have any profit or loss responsibility for a Member’s PDP or any other 

professional involvement with persons the Processor knows are engaged in a Member’s 

PDP business? If so, describe.  

(iv) List the policies and procedures established to safeguard Restricted 

Information, Highly Confidential Information, and Confidential Information that is 

applicable to the Processor.  

(v) Does the Processor, or its representatives, have additional relationships or 

material economic interests that could be perceived by a reasonable objective observer to 

present a potential conflict of interest with the representatives’ responsibilities to the 

Company? If so, provide a detailed narrative discussion of all material facts necessary to 

identify the potential conflicts of interest and the effects they may have on the Company.  

(c) The Administrator must respond to the following questions and instructions:  

(i) Provide a narrative description of the functions directly performed by 

senior staff, the administrative services manager, and the staff that reports to that 

manager. 

(ii) Does the Administrator provide any services for any Member’s PDP? If 

yes, what services? Does the Administrator have any profit or loss responsibility, or 

licensing responsibility, for a Member’s PDP or any other professional involvement with 

persons the Administrator knows are engaged in the Member’s PDP business? If so, 

describe.  

(iii) List the policies and procedures established to safeguard Restricted 

Information, Highly Confidential Information, and Confidential Information that is 

applicable to the Administrator.  

(iv) Does the Administrator, or its representatives, have additional 

relationships or material economic interests that could be perceived by a reasonable 

objective observer to present a potential conflict of interest with the representatives’ 

responsibilities to the Company? If so, provide a detailed narrative discussion of all 

material facts necessary to identify the potential conflicts of interest and the effects they 

may have on the Company.  

(d) The Non-SRO Voting Representatives must respond to the following questions 

and instructions:  

(i) Provide the Non-SRO Voting Representative’s title and a brief description 

of the Non-SRO Voting Representative’s role within the firm as well as any direct 



 

A-53 

responsibilities related to the procurement of PDP or CT Feeds or the development, 

dissemination, sales, or marketing of PDP, and the nature of those responsibilities 

sufficient for the public to identify the nature of any potential conflict of interest that 

could be perceived by a reasonable objective observer as having an effect on the 

operation of the Company. If such representatives work in or with their employer’s 

market data business, describe such Non-SRO Voting Representative’s roles and describe 

how that business impacts their compensation. In addition, describe how such 

representatives’ responsibilities with the market data business may present a conflict of 

interest with their responsibilities to the Company.  

(ii) Does the Non-SRO Voting Representative have responsibilities related to 

the firm’s use or procurement of market data?  

(iii) Does the Non-SRO Voting Representative have responsibilities related to 

the firm’s trading or brokerage services?  

(iv) Does the Non-SRO Voting Representative’s firm use the CT Feeds? Does 

the Non-SRO Voting Representative’s firm use a Member’s PDP?  

(v) Does the Non-SRO Voting Representative’s firm offer PDP?  If yes, list 

each product, described its content, and provide information about the fees for each 

product. 

(vi) Does the Non-SRO Voting Representative’s firm have an ownership 

interest of 5% or more in one or more Members? If yes, list the Member(s).  

(vii) Does the Non-SRO Voting Representative actively participate in any 

litigation against the CQ Plan, CTA Plan, UTP Plan, or the Company?  

(viii) Does the Non-SRO Voting Representative or the Non-SRO Voting 

Representative’s firm have additional relationships or material economic interests that 

could be perceived by a reasonable objective observer to present a potential conflict of 

interest with their responsibilities to the Company. If so, provide a detailed narrative 

discussion of all material facts necessary to identify the potential conflicts of interest and 

the effects they may have on the Company.  

(e) Each service provider or subcontractor that has agreed in writing to provide 

required disclosures and be treated as a Disclosing Party shall respond to the following questions 

and instructions:  

(i) Is the service provider or subcontractor affiliated with a Member, 

Processor, Administrator, or employer of a Non-SRO Voting Representative? If yes, 

disclose with whom the person is affiliated and describe the nature of the affiliation.  



 

A-54 

(ii) If the service provider’s or subcontractor’s compensation is on a 

commission basis or is tied to specific metrics, provide a detailed narrative summary of 

how compensation is determined for performing work on behalf of the Company.  

(iii) Is the service provider or subcontractor subject to policies and procedures 

(including information barriers) concerning the protection of confidential information 

that includes affiliates? If so, describe. If not, explain their absence.  

(iv) Does the service provider or subcontractor, or its representative, have 

additional relationships or material economic interests that could be perceived by a 

reasonable objective observer to present a potential conflict of interest with its 

responsibilities to the Company? If so, provide a detailed narrative discussion of all 

material facts necessary to identify the potential conflicts of interest and the effects they 

may have on the Company.  

(f) The responses to these questions will be posted on the Company’s website. If a 

Disclosing Party has any material changes in its responses, the Disclosing Party must promptly 

update its disclosures. Additionally, the Disclosing Parties must update the disclosures on an 

annual basis to reflect any changes. This annual update must be made before the first quarterly 

session meeting of each calendar year, which is generally held in mid-February. 

  



 

A-55 

EXHIBIT C 

Confidentiality Policy 

(a) Purpose and Scope.  

(i) The purpose of this Confidentiality Policy is to provide guidance to the 

Operating Committee, and all subcommittees thereof, regarding the confidentiality of any 

data or information (in physical or electronic form) generated by, accessed by, or 

transmitted to the Operating Committee or any subcommittee, as well as discussions 

occurring at a meeting of the Operating Committee or any subcommittee.  

(ii) This Policy applies to all Covered Persons.  All Covered Persons must 

adhere to the principles set out in this Policy and all Covered Persons that are natural 

persons may not receive Company data and information until they affirm in writing that 

they have read this Policy and undertake to abide by its terms.  

(iii) Covered Persons may not disclose Restricted, Highly Confidential, or 

Confidential information except as consistent with this Policy and directed by the 

Operating Committee.  

(iv) The Administrator and Processors will establish written confidential 

information policies that provide for the protection of information under their control and 

the control of their Agents, including policies and procedures that provide systemic 

controls for classifying, declassifying, redacting, aggregating, anonymizing, and 

safeguarding information, that is in addition to, and not less than, the protection afforded 

herein. Such policies will be reviewed and approved by the Operating Committee 

pursuant to Section 4.3, publicly posted, and made available to the Operating Committee 

for review and approval every two years thereafter or when changes are made, whichever 

is sooner.  

(v) Information will be classified solely based on its content.  

(b) Procedures.  

(i) General  

 The Administrator and Processors will be the custodians of all 

documents discussed by the Operating Committee and will be responsible for 

maintaining the classification of such documents pursuant to this Policy.  

 The Administrator may, under delegated authority, designate 

documents as Restricted, Highly Confidential, or Confidential, which will be 

determinative unless altered by an affirmative vote of the Operating Committee 

pursuant to Section 4.3.  



 

A-56 

 The Administrator will ensure that all Restricted, Highly 

Confidential, or Confidential documents are properly labeled and, if applicable, 

electronically safeguarded.  

 All contracts between the Company and its Agents shall require 

Company information to be treated as Confidential Information that may not be 

disclosed to third parties, except as necessary to effect the terms of the contract or 

as required by law, and shall incorporate the terms of this Policy, or terms that are 

substantially equivalent or more restrictive, into the contract.  

(ii) Procedures Concerning Restricted Information.  Except as provided 

below, Covered Persons in possession of Restricted Information are prohibited from 

disclosing it to others, including Agents. This prohibition does not apply to disclosures to 

the staff of the SEC or as otherwise required by Applicable Law, or to other Covered 

Persons as expressly provided for by this Policy. Restricted Information will be kept in 

confidence by the Administrator and Processors and will not be disclosed to the 

Operating Committee or any subcommittee thereof, or during Executive Session, except 

as follows:  

 If the Administrator determines that it is appropriate to share a 

customer’s financial information with the Operating Committee or a 

subcommittee thereof, the Administrator will first anonymize the information by 

redacting the customer’s name and any other information that may lead to the 

identification of the customer.  

 The Administrator may disclose the identity of a customer that is 

the subject of Restricted Information in Executive Session only if the 

Administrator determines in good faith that it is necessary to disclose the 

customer’s identity in order to obtain input or feedback from the Operating 

Committee or a subcommittee thereof about a matter of importance to the 

Company. In such an event, the Administrator will change the designation of the 

information at issue from “Restricted Information” to “Highly Confidential 

Information,” and its use will be governed by the procedures for Highly 

Confidential Information in subparagraph (iii) below.  

(iii) Procedures Concerning Highly Confidential Information  

 Disclosure of Highly Confidential Information:  

(1) Highly Confidential Information may be disclosed in 

Executive Session of the Operating Committee or to the subcommittee 

established pursuant to Section 4.7(c).  Covered Persons in possession of 

Highly Confidential Information are prohibited from disclosing it to 

others, including Agents, except to other Covered Persons who need the 



 

A-57 

Highly Confidential Information to fulfill their responsibilities to the 

Company.  This prohibition does not apply to disclosures to the staff of the 

SEC or as otherwise required by law (such as those required to receive the 

information to ensure the Member complies with its regulatory 

obligations), or to other Covered Persons authorized to receive it.  

 

(2) Highly Confidential Information may be disclosed to the 

staff of the SEC, unless it is protected by the Attorney-Client Privilege or 

the Work Product Doctrine. Any disclosure of Highly Confidential 

Information to the staff of the SEC will be accompanied by a FOIA 

Confidential Treatment request.  

 

(3) Apart from the foregoing, the Operating Committee has no 

power to authorize any other disclosure of Highly Confidential 

Information.  

 

 In the event that a Covered Person is determined by an affirmative 

vote of the Operating Committee pursuant to this Policy to have disclosed Highly 

Confidential Information, the Operating Committee will determine the 

appropriate remedy for the breach based on the facts and circumstances of the 

event. For an SRO Voting Representative or Member Observer, remedies include 

a letter of complaint submitted to the SEC, which may be made public by the 

Operating Committee. For a Non-SRO Voting Representative, remedies include 

removal of that Non-SRO Voting Representative.  

(iv) Procedures Concerning Confidential Information  

 Confidential Information may be disclosed during a meeting of the 

Operating Committee or any subcommittee thereof.  Additionally, a Covered 

Person may disclose Confidential Information to other persons to allow such other 

persons to fulfill their responsibilities to the Company. A Covered Person also 

may disclose Confidential Information to the staff of the SEC, as authorized by 

the Operating Committee as described below, or as may be otherwise required by 

law.  

 The Operating Committee may authorize the disclosure of 

Confidential Information by an affirmative vote of the Operating Committee 

pursuant to Section 4.3. Notwithstanding the foregoing, the Operating Committee 

will not authorize the disclosure of Confidential Information that is generated by a 

Member or Non-SRO Voting Representative and designated by such Member or 

Non-SRO Voting Representative as Confidential, unless such Member or Non-

SRO Voting Representative consents to the disclosure.  



 

A-58 

 Non-SRO Voting Representatives may be authorized by the 

Operating Committee to disclose particular Confidential Information only in 

furtherance of the interests of the Company, to enable them to consult with 

industry representatives or technical experts, provided that the Non-SRO Voting 

Representatives take any steps requested by the Operating Committee to prevent 

further dissemination of that Confidential Information, including providing the 

individual(s) consulted with a copy of this Policy and requesting that person to 

maintain the confidentiality of such information in a manner consistent with this 

policy.  

 A Covered Person that is a representative of a Member may be 

authorized by the Operating Committee to disclose particular Confidential 

Information to other employees or agents of the Member or its affiliates only in 

furtherance of the interests of the Company as needed for such Covered Person to 

perform his or her function on behalf of the Company. A copy of this Policy will 

be made available to recipients of such information who are employees or agents 

of a Member or its affiliates that are not Covered Persons, who will be required to 

abide by this Confidentiality Policy.  

 A Covered Person may disclose their own individual views and 

statements that may otherwise be considered Confidential Information without 

obtaining authorization of the Operating Committee, provided that in so 

disclosing, the Covered Person is not disclosing the views or statements of any 

other Covered Person or Member that are considered Confidential Information.  

 A person that has reason to believe that Confidential Information 

has been disclosed by another without the authorization of the Operating 

Committee or otherwise in a manner inconsistent with this Policy may report such 

potential unauthorized disclosure to the Chair of the Operating Committee. In 

addition, a Covered Person that discloses Confidential Information without the 

authorization of the Operating Committee will report such disclosure to the Chair 

of the Operating Committee. Such self-reported unauthorized disclosure of 

Confidential Information will be recorded in the minutes of the meeting of the 

Operating Committee and will contain: (a) the name(s) of the person(s) who 

disclosed such Confidential Information, and (b) a description of the Confidential 

Information disclosed. The name(s) of the person(s) who disclosed such 

Confidential Information will also be recorded in any publicly available 

summaries of Operating Committee minutes. 

  



 

A-59 

EXHIBIT D 

Distributions 

Cost Allocation and Revenue Sharing 

(a) Payments. In accordance with Paragraph (l) of this Exhibit D, each Member will 

receive an annual payment (if any) for each calendar year that is equal to the sum of the 

Member’s Trading Shares and Quoting Shares (each as defined below), in each Eligible Security 

for such calendar year. In the event that total Net Distributable Operating Income (as defined 

below) is negative for a given calendar year, each Member will receive an annual bill for such 

calendar year to be determined according to the same formula (described in this paragraph) for 

determining annual payments to the Members. Unless otherwise stated in this agreement, a year 

shall run from January 1st to December 31st and quarters shall end on March 31st, June 30th, 

September 30th, and December 31st. The Company shall cause the Administrator to provide the 

Members with written estimates of each Member’s percentage of total volume within five 

business days of the end of each calendar month. 

(b) Security Income Allocation. The “Security Income Allocation” for an Eligible 

Security shall be determined by multiplying (i) the Net Distributable Operating Income under 

this Agreement for the calendar year by (ii) the Volume Percentage for such Eligible Security 

(the “Initial Allocation”), and then adding or subtracting any amounts specified in the 

reallocation set forth below.  

(c) Volume Percentage. The “Volume Percentage” for an Eligible Security shall be 

determined by dividing (A) the square root of the dollar volume of Transaction Reports 

disseminated by the Processors in such Eligible Security during the calendar year by (B) the sum 

of the square roots of the dollar volume of Transaction Reports disseminated by the Processors 

in each Eligible Security during the calendar year.  

(d) Cap on Net Distributable Operating Income. If the Initial Allocation of Net 

Distributable Operating Income in accordance with the Volume Percentage of an Eligible 

Security equals an amount greater than $4.00 multiplied by the total number of qualified 

Transaction Reports in such Eligible Security during the calendar year, the excess amount shall 

be subtracted from the Initial Allocation for such Eligible Security and reallocated among all 

Eligible Securities in direct proportion to the dollar volume of Transaction Reports disseminated 

by the Processors in Eligible Securities during the calendar year. A Transaction Report with a 

dollar volume of $5,000 or more shall constitute one qualified Transaction Report. A Transaction 

Report with a dollar volume of less than $5,000 shall constitute a fraction of a qualified 

Transaction Report that equals the dollar volume of the Transaction Report divided by $5,000. 

(e) Trading Share. The “Trading Share” of a Member in an Eligible Security shall 

be determined by multiplying (i) an amount equal to fifty percent of the Security Income 

Allocation for the Eligible Security by (ii) the Member’s Trade Rating in the Eligible Security.  

(f) Trade Rating. A Member’s “Trade Rating” in an Eligible Security shall be 

determined by taking the average of (A) the Member’s percentage of the total dollar volume of 

Transaction Reports disseminated by the Processors in the Eligible Security during the calendar 



 

A-60 

year, and (B) the Member’s percentage of the total number of qualified Transaction Reports 

disseminated by the Processors in the Eligible Security during the calendar year. 

(g) Quoting Share. The “Quoting Share” of a Member in an Eligible Security shall 

be determined by multiplying (A) an amount equal to fifty percent of the Security Income 

Allocation for the Eligible Security by (B) the Member’s Quote Rating in the Eligible Security.  

(h) Quote Rating. A Member’s “Quote Rating” in an Eligible Security shall be 

determined by dividing (A) the sum of the Quote Credits earned by the Member in such Eligible 

Security during the calendar year by (B) the sum of the Quote Credits earned by all Members in 

such Eligible Security during the calendar year.  

(i) Quote Credits. A Member shall earn one “Quote Credit” for each second of time 

(with a minimum of one full second) multiplied by dollar value of size that an automated best 

bid (offer) transmitted by the Member to the Processors during regular trading hours is equal to 

the price of the National Best Bid and Offer in the Eligible Security and does not lock or cross a 

previously displayed “automated quotation” (as defined under Rule 600 of Regulation NMS). 

The dollar value of size of a quote shall be determined by multiplying the price of a quote by its 

size. 

(j) Net Distributable Operating Income. The “Net Distributable Operating 

Income” for any particular calendar year shall mean: 

(i) all cash revenues, funds and proceeds received by the Company during 

such calendar year (other than Capital Contributions by the Members or amounts paid 

pursuant to Section 3.7(b) of this Agreement), including all revenues from (A) the CT 

Feeds, which includes the dissemination of information with respect to Eligible Securities 

to foreign marketplaces, and (B) FINRA quotation data and last sale information for 

securities classified as OTC Equity Securities under FINRA’s Rule 6400 Series (the 

“FINRA OTC Data”) ((A) and (B) collectively, the “Data Feeds”), and (C) any 

Membership Fees; less 

(ii) 6.25% of the revenue received by the Company during such calendar year 

attributable to the segment of the Data Feeds reflecting the dissemination of information 

with respect to Network C Securities and FINRA OTC Data (but, for the avoidance of 

doubt, not including revenue attributable to the segment of the Data Feeds reflecting the 

dissemination of information with respect to Network A Securities and Network B 

Securities), which amount shall be paid to FINRA as compensation for the FINRA OTC 

Data;1 less 

                                                
1All costs associated with collecting, consolidating, validating, generating, and disseminating the 

FINRA OTC Data are borne directly by FINRA and not the Company and the Members. 



 

A-61 

(iii) reasonable working capital reserves and reasonable reserves for 

contingencies for such calendar year, as determined by the Operating Committee, and all 

costs and expenses of the Company during such calendar year, including: 

 all amounts payable during such calendar year to the Administrator 

pursuant to the Administrative Services Agreement or this Agreement; 

 all amounts payable during such calendar year to the Processors 

pursuant to the Processor Services Agreements or this Agreement; and 

 all amounts payable during such calendar year to third-party 

service providers engaged by or on behalf of the Company. 

(k) Initial Eligibility. At the time a Member implements a Processor-approved 

electronic interface with the Processors, the Member will become eligible to receive revenue. 

(l) Quarterly Distributions. The Company shall cause the Administrator to provide 

Members with written estimates of each Member’s quarterly Net Distributable Operating Income 

within 45 calendar days of the end of the quarter, and estimated quarterly payments or billings 

shall be made on the basis of such estimates. All quarterly payments or billings shall be made to 

each eligible Member within 45 days following the end of each calendar quarter in which the 

Member is eligible to receive revenue; provided, that each quarterly payment or billing shall be 

reconciled against a Member’s cumulative year-to-date payment or billing received to date and 

adjusted accordingly; further, provided, that the total of such estimated payments or billings shall 

be reconciled at the end of each calendar year and, if necessary, adjusted by March 31st of the 

following year. Interest shall be included in quarterly payments and in adjusted payments made 

on March 31st of the following year. Such interest shall accrue monthly during the period in 

which revenue was earned and not yet paid and will be based on the 90-day Treasury bill rate in 

effect at the end of the quarter in which the payment is made. Monthly interest shall start accruing 

45 days following the month in which it is earned and accrue until the date on which the payment 

is made. 

(m) Itemized Statements. In conjunction with calculating estimated quarterly and 

reconciled annual payments under this Exhibit D, the Company shall cause the Administrator to 

submit to the Members a quarterly itemized statement setting forth the basis upon which Net 

Distributable Operating Income was calculated. Such Net Distributable Operating Income shall 

be adjusted annually based solely on the quarterly itemized statement audited pursuant to the 

annual audit. The Company shall cause the Administrator to pay or bill Members for the audit 

adjustments within thirty days of completion of the annual audit. Upon the affirmative vote of 

Voting  Representatives pursuant to Section 4.3, the Company shall cause the Administrator to 

engage an independent auditor to audit the Administrator’s costs or other calculation(s).  

 

  



 

A-62 

EXHIBIT E 

Fees 

[To be determined by the Operating Committee under this Agreement]