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Federal Register / Vol. 86, No. 152 / Wednesday, August 11, 2021 / Notices
Committee as described below, or as may be otherwise required by law.
B The Operating Committee may authorize the disclosure of Confidential Information by an affirmative vote of the Operating Committee pursuant to Section 4.3. Authorization shall be on a case-by-case basis, unless the Operating Committee grants standing approval to allow disclosure of specified recurring information to specific Covered Persons. Notwithstanding the foregoing, the Operating Committee will not authorize the disclosure of Confidential Information that is generated by a Member or Non-SRO Voting Representative and designated by such Member or Non-SRO
Voting Representative as Confidential, unless such Member or Non-SRO Voting Representative consents to the disclosure.
C Non-SRO Voting Representatives may be authorized by the Operating Committee to disclose particular Confidential Information only in furtherance of the interests of the Company, to enable them to consult with industry representatives or technical experts, provided that the Non-SRO Voting Representatives take any steps requested by the Operating Committee to prevent further dissemination of that Confidential Information, including providing the individuals consulted with a copy of this Policy and requesting that person to maintain the confidentiality of such information in a manner consistent with this policy.
D A Covered Person that is a representative of a Member may be authorized by the Operating Committee to disclose particular Confidential Information to other employees or agents of the Member or its affiliates only in furtherance of the interests of the Company as needed for such Covered Person to perform his or her function on behalf of the Company. A copy of this Policy will be made available to recipients of such information who are employees or agents of a Member or its affiliates that are not Covered Persons, who will be required to abide by this Confidentiality Policy.
E A Covered Person may disclose their own individual views and statements that may otherwise be considered Confidential Information without obtaining authorization of the Operating Committee, provided that in so disclosing, the Covered Person is not disclosing the views or statements of any other Covered Person or Member that are considered Confidential Information.
F A person that has reason to believe that Confidential Information has been disclosed by another without the authorization of the Operating Committee or otherwise in a manner inconsistent with this Policy may report such potential unauthorized disclosure to the Chair of the Operating Committee. In addition, a Covered Person that discloses Confidential Information without the authorization of the Operating Committee will report such disclosure to the Chair of the Operating Committee. Such selfreported unauthorized disclosure of Confidential Information will be recorded in the minutes of the meeting of the Operating Committee and will contain: a The names of the persons who disclosed such Confidential Information, and b a
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description of the Confidential Information disclosed. The names of the persons who disclosed such Confidential Information will also be recorded in any publicly available summaries of Operating Committee minutes.
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 Members 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 Members 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.

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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 Members Trade Rating in the Eligible Security.
f TRADE RATING. A Members Trade Rating in an Eligible Security shall be determined by taking the average of A the Members percentage of the total dollar volume of Transaction Reports disseminated by the Processors in the Eligible Security during the calendar year, and B the Members 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 Members Quote Rating in the Eligible Security.
h QUOTE RATING. A Members 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 3.7b 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 FINRAs 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
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