Voglio sapere a riguardo di…

khammond on DSKJM1Z7X2PROD with NOTICES2

67820

Federal Register / Vol. 86, No. 226 / Monday, November 29, 2021 / Notices
provided it is taken by affirmative vote of all the members and, if taken by telephone or other communications equipment, such action is confirmed in writing by each member within one week of the date such action is taken.
Minutes shall be taken of all meetings of the Operating Committee.
The Operating Committee, directly or by delegating its functions to individuals, subcommittees established by it from time to time, or others, will administer this CQ Plan and will have the responsibilities and authority conferred upon it by this CQ Plan as described herein. Within the areas of its responsibilities and authority, decisions made or actions taken by the Operating Committee pursuant to this CQ Plan and in accordance with such responsibilities and authority will be binding upon each Participant without prejudice to the rights of such Participant to seek redress in other forums under Section IVd unless such Participant has withdrawn from this CQ Plan in accordance with Section XIa hereof.
b Authorized functions of Operating Committee. The Operating Committee shall have authority to oversee development of the System in accordance with the specifications therefor agreed upon by each of the Participants. The Operating Committee shall monitor the operation of the System and advise the Participants with respect to any deficiencies, problems or recommendations as the Committee may deem appropriate in its administration of this CQ Plan. In this connection, the Operating Committee shall also have authority to develop the procedures and make the administrative decisions necessary to facilitate the operation of the System in accordance with the provisions of this CQ Plan and to monitor compliance therewith.
c Amendments to CQ Plan. Except as Section IXb otherwise provides, any proposed change in, addition to, or deletion from this CQ Plan may be effected only by means of a written amendment to this CQ Plan which sets forth the change, addition or deletion, and either:
i Is executed by each Participant and approved by the SEC;
ii in the case of a Ministerial Amendment, is submitted by the Chairman of the Operating Committee, is the subject of advance notice to the Participants of not less than 48 hours and is approved by the SEC; or iii otherwise becomes effective pursuant to Section 11A of the Act and Rule 608 of Regulation NMS.
Ministerial Amendment means an amendment to this CQ Plan that
VerDate Sep<11>2014

17:01 Nov 26, 2021

Jkt 256001

pertains solely to any one or more of the following:
1 Admitting a new Participant into this CQ Plan;
2 changing the name or address of a Participant;
3 incorporating a change that the Commission has implemented by rule and that requires no conforming language to the text of this CQ Plan e.g., the Commission rule establishing the Advisory Committee;
4 incorporating a change i that the Commission has implemented by rule, ii that requires conforming language to the text of this CQ Plan e.g., the Commission rule amending the revenue allocation formula, and iii that a majority of all Participants has voted to approve;
5 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 e.g., language regarding ITS.
d Plan Website Disclosures. The Operating Committee shall publish on the CQ Plans website:
1 The Primary Listing Exchange for each Eligible Security; and 2 On a monthly basis, the consolidated market data gross revenues for Eligible Securities as specified by Tape A and Tape B
securities.
d e Participant rights. No action or inaction by the Operating Committee shall prejudice any Participants right to present its views to the SEC or any other person with respect to any matter relating to this CQ Plan or to seek to enforce its views in any other forum it deems appropriate.
ef Potential Conflicts of Interests.
1 Disclosure Requirements. The Participants, the Processor, the Plan Administrator, members of the Advisory Committee, and each service provider or subcontractor engaged in Plan business including the audit of subscribers data usage that has access to Restricted or Highly Confidential Plan 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 Participant, Processor, or Administrator may not use a service provider or subcontractor on Plan 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
PO 00000

Frm 00022

Fmt 4701

Sfmt 4703

applicable professional ethics rules or standards of conduct, would act to restrict or prohibit a 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 subparagraph e1, a Disclosing Party shall promptly update its disclosures. Additionally, a Disclosing Party shall update annually any inaccurate information prior to the Operating Committees 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 Plans website.
2 Recusal.
i A Disclosing Party may not appoint as its representative a person that is responsible for or involved with the development, modeling, pricing, licensing, or sale of proprietary data products offered to customers of a securities information processor if the person has a financial interest including compensation that is tied directly to the exchanges proprietary data business 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 representatives, employees, and agents will be recused from participating in Plan 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 representatives, and its affiliates and their representatives, are recused from voting on matters in which it or its affiliate i are seeking a position or contract with the Plan or ii have a position or contract with the Plan and
E:FRFM29NON2.SGM

29NON2