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Federal Register / Vol. 86, No. 152 / Wednesday, August 11, 2021 / Notices
provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of the Operating Committee.
d No Member unless duly authorized by the Operating Committee has the authority or power to represent, act for, sign for or bind the Company or to make any expenditure on behalf of the Company; provided, however, that the Tax Matters Partner may represent, act for, sign for or bind the Company as permitted under Sections 10.2 and 10.3 of this Agreement.
e To the fullest extent permitted by law, no Member shall, in its capacity as a Member, owe any duty fiduciary or otherwise to the Company or to any other Member other than the duties expressly set forth in this Agreement.
Article IV.

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MANAGEMENT OF THE COMPANY
Section 4.1 Operating Committee.
a Except for situations in which the approval of the Members is required by this Agreement, the Company shall be managed by the Operating Committee. Unless otherwise expressly provided to the contrary in this Agreement, no Member shall have authority to act for, or to assume any obligation or responsibility on behalf of, the Company, without the prior approval of the Operating Committee. Without limiting the generality of the foregoing and except as otherwise expressly provided in this Agreement, the Operating Committee shall have full and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company, and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company, including the following:
i proposing amendments to this Agreement or implementing other policies and procedures as necessary to ensure prompt, accurate, reliable, and fair collection, processing, distribution, and publication of information with respect to Transaction Reports and Quotation Information in Eligible Securities and the fairness and usefulness of the form and content of that information;
ii selecting, overseeing, specifying the role and responsibilities of, and evaluating the performance of, the Administrator, the Processors, an auditor, and other professional service providers, provided that any expenditures for professional services that are paid for from the Companys 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
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widespread availability of CT Feeds data to investors and market participants;
vi designing a fair and reasonable revenue allocation formula for allocating plan revenues to be applied by the Administrator, and overseeing, reviewing, and revising that formula as needed;
vii interpreting the Agreement and its provisions; and viii carrying out such other specific responsibilities as provided under this Agreement.
b The Operating Committee may delegate all or part of its administrative functions under this Agreement, excluding those administrative functions to be performed by the Administrator pursuant to Section 6.1, to a subcommittee, to one or more of the Members, to one or more Non-SRO Voting Representatives, or to other Persons including the Administrator, and any Person to which administrative functions are so delegated shall perform the same as agent for the Company, in the name of the Company. For the avoidance of doubt, no delegation to a subcommittee shall contravene Section 4.3 and no subcommittee shall take actions requiring approval of the Operating Committee pursuant to Section 4.3
unless such approval shall have been obtained. Any authority delegated hereunder is subject to the provisions of Section 4.3
hereof.
c It is expressly agreed and understood that neither the Company nor the Operating Committee shall have authority in any respect of any Members 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 Members Market, or, in the case of FINRA, from FINRA Participants.
Section 4.2 Composition and Selection of Operating Committee.
a SRO Voting Representatives. The Operating Committee shall include one SRO
Voting Representative designated by each SRO Group and each Non-Affiliated SRO to vote on behalf of such SRO Group or such Non-Affiliated SRO. Each SRO Group and each Non-Affiliated SRO may designate an alternate individual or individuals who shall be authorized to vote on behalf of such SRO
Group or such Non-Affiliated SRO, respectively, in the absence of the designated SRO Voting Representative.
b Non-SRO Voting Representatives. The Operating Committee shall include one NonSRO 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 forno more than two consecutive three-year terms for a
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maximum of two terms total, whether consecutive or non-consecutive, but shall be eligible after a period of three years of nonservice to serve additional terms, subject to the same term limit requirements. Non-SRO
Voting Representatives will be selected pursuant to the following procedures:
i The initial Non-SRO Voting Representative for each category shall be selected by a majority vote of the Advisory Committee Members. The Advisory Committee Members shall follow the procedure set forth in subparagraph bv below, except that in addition to nominating others, Advisory Committee Members may nominate themselves, regardless of the length of their service on the Advisory Committees.
ii Although the Non-SRO Voting Representatives will be selected at the same time, the Non-SRO Voting Representatives terms will be staggered to allow for continuity of representation. The Non-SRO
Voting Representatives terms will begin in accordance with the following timeline after the Effective Date of the Agreement:
A Issuer Representative: First Quarterly Operating Committee Meeting after Effective Date;
B Retail Representative: First Quarterly Operating Committee Meeting after Effective Date;
C Institutional investor: First Quarterly Operating Committee Meeting after Effective Date;
D Securities market data vendor: Third Quarterly Operating Committee Meeting after Effective Date;
E Broker-dealer with a predominantly retail investor customer base: Third Quarterly Operating Committee Meeting after Effective Date; and F Broker-dealer with a predominantly institutional investor customer base: Third Quarterly Operating Committee Meeting Effective Date.
iii Although certain Non-SRO Voting Representatives official, twothree-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 twothree-year term.
iv After the expiration of a Non-SRO
Voting Representatives term, an individual will be selected by a majority of the thenserving Non-SRO Voting Representatives to fill the position.
v Procedure for Nominating and Electing Non-SRO Voting Representatives.
A At least two months prior to the expiring term of a Non-SRO Voting Representative, the Operating Committee shall post a notice on its website requesting nominations from the public for the upcoming open position. MembersEach SRO Voting Representative and Non-SRO
Voting Representative may submit the names of 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 termsare not then completing a second consecutive term.

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