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Federal Register / Vol. 86, No. 226 / Monday, November 29, 2021 / Notices
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subcontractor that has agreed in writing to provide required disclosures and be treated as a Disclosing Party pursuant to Section IVe of the Plan shall respond to the following questions and instructions:
Is the service provider or subcontractor affiliated with a Participant, Processor, Administrator, or member of the Advisory Committee? If yes, disclose with whom the person is affiliated and describe the nature of the affiliation.
If the service providers or subcontractors 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 Plan.
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.
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 Plan? 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 Plan.
The responses to these questions will be posted on the Plans 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.
fg Confidentiality Policy.
The Participants have adopted the confidentiality policy set forth in Exhibit F to the Plan.
V. The Processor and Competing Consolidators a SIAC, charter. The Securities Industry Automation Corporation SIAC has been engaged to serve as the Processor of quotation information reported to it for consolidation and dissemination to vendors and others.
The Processor performs those services in accordance with the provisions of this CQ Plan and subject to the administrative oversight of the Operating Committee.

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b Functions of the Processor. The primary functions of the Processor are:
i To operate and maintain computer and communications facilities for the receipt, processing, validating and dissemination of quotation information in accordance with the provisions of this CQ Plan and subject to the oversight of the Operating Committee;
ii to maintain and publish technical specifications for the reporting of quotation information from the Participants to the Processor;
iii to maintain and publish technical specifications for the dissemination of quotation information over the high speed line facilities;
iv to maintain a database of quotation information that the Processor collected from the Participants for use by the Participants and the SEC in monitoring and surveillance functions;
v to maintain back-up facilities to reduce the risk of serious interruption in the flow of market information; and vi to provide computer and communications facility capacity in accordance with the capacity planning process for which the Processor contracts in the form set forth in Exhibits A and B provide.
c Processor contracts. Each Participant shall enter into a contract with the Processor which, among other things, obligates each Participant during the life of the contract to furnish its quotation information to the Processor in a format, and by means of computer or by other means, acceptable to the Operating Committee and the Processor.
Each Participant shall agree in its contract with the Processor to furnish quotation information to the Processor as promptly as possible and in accordance with Sections VI and VIII
hereof. Such contracts will also authorize the Processor to process all quotation information furnished to it and to transmit such information in accordance with this CQ Plan. The contracts between a Participant and the Processor shall contain provisions requiring the Participant to reimburse the Processor for the services that the Processor provides to the Participant and to indemnify the Processor with respect to any claim, suit, other proceedings at law or in equity, liability, loss, cost, damage or expense incurred by or threatened against the Processor as a result of the furnishing of any quotation information, other market information or message by the indemnifying Participant to, and the making available as so furnished by, the Processor pursuant to this CQ Plan.
Copies of the forms of such contracts are attached hereto as Exhibits A and B.

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The Processors contracts with Participants shall by their terms be subject at all times to applicable provisions of the Act, the rules and regulations thereunder, and this CQ
Plan. Whenever any Participant withdraws from this CQ Plan pursuant to Section XIa hereof, the contract between the Processor and such Participant shall terminate.
d Review of Processor. The Operating Committee shall periodically review at least every two years or from time to time upon the request of any two Participants, but not more frequently than once each year whether 1 the Processor has failed to perform its functions in a reasonably acceptable manner in accordance with the provisions of this CQ Plan, 2 its reimbursable expenses have become excessive and are not justified on a cost basis, and 3 the organization then acting as the Processor should continue in such capacity or should be replaced.
In making such review, consideration shall be given to such factors as experience, technological capability, quality and reliability of service, relative costs, back-up facilities and regulatory considerations.
The Operating Committee may replace the Processor if it determines that the Processor has failed to perform its functions in a reasonably acceptable manner in accordance with the provisions of this CQ Plan or that the Processors reimbursable expenses have become excessive and are not justified on the basis of reasonable costs.
Replacement of the Processor, other than for cause as provided in the preceding sentence, shall require an amendment to this CQ Plan adopted and filed as provided in Section IVc hereof.
e Notice to SEC of Processor reviews. The SEC shall be notified of the evaluations and recommendations made pursuant to any of the reviews provided for in Section Vc, including any minority views, and shall be supplied with a copy of any reports that may be prepared in connection therewith.
f Evaluation of Competing Consolidators. On an annual basis, the Operating Committee shall assess the performance of Competing Consolidators, including an analysis with respect to speed, reliability, and cost of data provision. The Operating Committee shall prepare an annual report containing such assessment and furnish such report to the SEC prior to the second quarterly meeting of the Operating Committee. In conducting its analysis, the Operating Committee shall review the monthly performance metrics published by Competing Consolidators
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