Common use of Plan Processor Clause in Contracts

Plan Processor. (a) The Initial Plan Processor shall be selected in accordance with Article V and shall serve as the Plan Processor until its resignation or removal from such position in accordance with this Section 6.1. The Company, under the direction of the Operating Committee shall enter into one or more agreements with the Plan Processor obligating the Plan Processor to perform the functions and duties contemplated by this Agreement to be performed by the Plan Processor, as well as such other functions and duties the Operating Committee deems necessary or appropriate. (b) The Plan Processor may appoint such officers of the Plan Processor as it deems necessary and appropriate to perform its functions under this Agreement and SEC Rule 613; provided that the Plan Processor shall, at a minimum, appoint, in accordance with Section 6.2: (i) the Chief Compliance Officer; (ii) the Chief Information Security Officer; and (iii) the Independent Auditor. Notwithstanding anything to the contrary, the Operating Committee, by Supermajority Vote, shall approve any appointment or removal of the Chief Compliance Officer, the Chief Information Security Officer, or the Independent Auditor. (c) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement policies, procedures, and control structures related to the CAT System that are consistent with SEC Rule 613(e)(4), Appendix C, and Appendix D. (d) The Plan Processor shall: (i) comply with applicable provisions of 15 U.S.C. § 78u-6 (Securities Whistleblower Incentives and Protection) and the recordkeeping requirements of SEC Rule 613(e)(8); (ii) consistent with Appendix D, Central Repository Requirements, ensure the effective management and operation of the Central Repository; (iii) consistent with Appendix D, Data Management, ensure the accuracy of the consolidation of the CAT Data reported to the Central Repository pursuant to Section 6.3 and Section 6.4; and (iv) consistent with Appendix D, Upgrade Process and Development of New Functionality, design and implement appropriate policies and procedures governing the determination to develop new functionality for the CAT including, among other requirements, a mechanism by which changes can be suggested by Advisory Committee members, Participants, or the SEC. Such policies and procedures also shall: (A) provide for the escalation of reviews of proposed technological changes and upgrades (including as required by Section 6.1(i) and Section 6.1(j) or as otherwise appropriate) to the Operating Committee; and (B) address the handling of surveillance, including coordinated, SEC Rule 17d-2 or Regulatory Service Agreement(s) (“RSA”) surveillance queries and requests for data. (e) Any policy, procedure or standard (and any material modification or amendment thereto) applicable primarily to the performance of the Plan Processor’s duties as the Plan Processor (excluding, for the avoidance of doubt, any policies, procedures or standards generally applicable to the Plan Processor’s operations and employees) shall become effective only upon approval thereof by the Operating Committee. (f) The Plan Processor shall, subject to the prior approval of the Operating Committee, establish appropriate procedures for escalation of matters to the Operating Committee. (g) In addition to other policies, procedures and standards generally applicable to the Plan Processor’s employees and contractors, the Plan Processor shall have hiring standards and shall conduct and enforce background checks (e.g., fingerprint-based) for all of its employees and contractors to ensure the protection, safeguarding and security of the facilities, systems, networks, equipment and data of the CAT System, and shall have an insider and external threat policy to detect, monitor and remedy cyber and other threats. Each Participant will also conduct background checks of its employees and contractors that will use the CAT System. (h) The Plan Processor shall enter into appropriate Service Level Agreements (“SLAs”) governing the performance of the Central Repository, as generally described in Appendix D, Functionality of the CAT System, with the prior approval of the Operating Committee. The Plan Processor in conjunction with the Operating Committee shall regularly review and, as necessary, update the SLAs, in accordance with the terms of the SLAs. As further contemplated in Appendix C, System Service Level Agreements (SLAs), and in Appendix D, System SLAs, the Plan Processor may enter into appropriate service level agreements with third parties applicable to the Plan Processor’s functions related to the CAT System (“Other SLAs”), with the prior approval of the Operating Committee. The Chief Compliance Officer and/or the Independent Auditor shall, in conjunction with the Plan Processor and, as necessary, the Operating Committee, regularly review and, as necessary, update the Other SLAs, in accordance with the terms of the applicable Other SLA. (i) The Plan Processor shall, on an ongoing basis and consistent with any applicable policies and procedures, evaluate and implement potential system changes and upgrades to maintain and improve the normal day-to-day operating function of the CAT System. (j) In consultation with the Operating Committee, the Plan Processor shall, on an as needed basis and consistent with any applicable operational and escalation policies and procedures, implement such material system changes and upgrades as may be required to ensure effective functioning of the CAT System (i.e., those system changes and upgrades beyond the scope contemplated by Section 6.1(i)). (k) In consultation with the Operating Committee, the Plan Processor shall, on an as needed basis, implement system changes and upgrades to the CAT System to ensure compliance with any applicable laws, regulations or rules (including those promulgated by the SEC or any Participant). (l) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement a securities trading policy, as well as necessary procedures, control structures and tools to enforce this policy. The securities trading policy shall include: (i) the category(ies) of employees, and as appropriate, contractors, of the Plan Processor to whom the policy will apply; (ii) the scope of securities that are allowed or not allowed for trading; (iii) the creation and maintenance of restricted trading lists; (iv) a mechanism for declaring new or open account activity; (v) a comprehensive list of any exclusions to the policy (e.g., blind trust, non-discretionary accounts); (vi) requirements for duplicative records to be received by the Plan Processor for periodic review; and (vii) a mechanism to review employee trading accounts. (m) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement a training program that addresses the security and confidentiality of all information accessible from the CAT, as well as the operational risks associated with accessing the Central Repository. The training program will be made available to all individuals who have access to the Central Repository on behalf of the Participants or the SEC, prior to such individuals being granted access to the Central Repository. (n) The Operating Committee will review the Plan Processor’s performance under this Agreement at least once each year, or more often than once each year upon the request of two Participants that are not Affiliated Participants. The Operating Committee shall notify the SEC of any determination made by the Operating Committee concerning the continuing engagement of the Plan Processor as a result of the Operating Committee’s review of the Plan Processor and shall provide the SEC with a copy of any reports that may be prepared in connection therewith. (o) The Plan Processor shall provide the Operating Committee regular reports on the CAT System’s operation and maintenance. The reports shall address: (i) operational performance management information regarding the capacity and performance of the CAT System as specified by the Operating Committee. Such reports shall at a minimum address: (A) the capacity and performance of the Central Repository, including at a minimum the requirements set forth in Appendix D, Central Repository Requirements; (B) the basic functionality of the CAT System, including the functions set forth in Appendix D, Functionality of the CAT System. (ii) data security issues for the Plan Processor and the Central Repository taking into account the data security requirements set forth in Appendix D, Data Security; (iii) Participant usage statistics for the Plan Processor and the Central Repository, including capacity planning studies and daily reports called for by Appendix D, Capacity Requirements, as well as business continuity planning and disaster recovery issues for the Plan Processor and the Central Repository, taking into account the business continuity planning and disaster recovery requirements set forth in Appendix D, BCP / DR Process; (iv) system improvement issues with the Plan Processor and the Central Repository as contemplated by Appendix D, Upgrade Process and Development of New Functionality; (v) Error Rates relating to the Central Repository,1 including, in each case to the extent the Operating Committee determines necessary or advisable, Error Rates by day and by delta over time, and Compliance Thresholds by CAT Reporter, by Reportable Event, by age before resolution, by symbol, by symbol type (e.g., ETF and Index) and by event time (by hour and cumulative on the hour) as set forth in Appendix C, Error Communication, Correction, and Processing; (vi) financial statements of the Plan Processor prepared in accordance with GAAP (A) audited by an independent public accounting firm or (B) certified by the Plan Processor’s Chief Financial Officer (which financial statements contemplated by this Section 6.1(o)(vi) shall be provided no later than 180 days after the Plan Processor’s fiscal year end); (vii) continued solvency of the Plan Processor; (viii) budgetary status of any items subject to Section 6.2(a)(ii); (ix) internal audit analysis and the status of any internal audit related deliverables; and (x) additional items as requested by the Operating Committee, any Officer of the Company, or the Independent Auditor. (p) Upon the request of the Operating Committee or any Subcommittee, the Plan Processor shall attend any meeting of the Operating Committee or such Subcommittee. (q) The Operating Committee, by Supermajority Vote, may remove the Plan Processor from such position at any time. 1 This Error Rate includes errors by CAT Reporters and linkage validation errors. In addition, errors attributable to the Plan Processor will be memorialized and reported to the Operating Committee. (r) The Operating Committee may, by Majority Vote, remove the Plan Processor from such position at any time if it determines that the Plan Processor has failed to perform its functions in a reasonably acceptable manner in accordance with the provisions of this Agreement or that the Plan Processor’s expenses have become excessive and are not justified. In making such determination, the Operating Committee shall consider, among other factors: (i) the reasonableness of the Plan Processor’s response to requests from Participants or the Company for technological changes or enhancements; (ii) results of any assessments performed pursuant to Section 6.6; (iii) the timeliness of conducting preventative and corrective information technology system maintenance for reliable and secure operations; (iv) compliance with requirements of Appendix D; and (v) such other factors related to experience, technological capability, quality and reliability of service, costs, back-up facilities, failure to meet service level agreement(s) and regulatory considerations as the Operating Committee may determine to be appropriate. (s) The Plan Processor may resign from such position; provided that no such resignation shall be effective earlier than two (2) years (or such other shorter period as may be determined by the Operating Committee by Supermajority Vote) after the Plan Processor provides written notice of such resignation to the Company. (t) The Operating Committee, by Supermajority Vote, shall fill any vacancy in the Plan Processor position, and shall establish a Plan Processor Selection Subcommittee in accordance with Section 4.12 to evaluate and review Bids and make a recommendation to the Operating Committee with respect to the selection of the successor Plan Processor. Any successor Plan Processor appointed pursuant to this Section 6.1(t) shall be subject to all the terms and conditions of this Agreement applicable to the Plan Processor commencing from such appointment effective date. (u) The Plan Processor shall afford to Participants and the Commission such access to the Representatives of the Plan Processor as any Participant or the Commission may request solely for the purpose of performing such Person’s regulatory and oversight responsibilities pursuant to the federal securities laws, rules, and regulations or any contractual obligations, and shall direct such Representatives to cooperate with any inquiry, investigation, or proceeding conducted by or on behalf of any Participant or the Commission related to such purpose.

Plan Processor. ‌ (a) The Initial Plan Processor shall be selected in accordance with Article V and shall serve as the Plan Processor until its resignation or removal from such position in accordance with this Section 6.1. The Company, under the direction of the Operating Committee shall enter into one or more agreements with the Plan Processor obligating the Plan Processor to perform the functions and duties contemplated by this Agreement to be performed by the Plan Processor, as well as such other functions and duties the Operating Committee deems necessary or appropriate. (b) The Plan Processor may appoint such officers of the Plan Processor as it deems necessary and appropriate to perform its functions under this Agreement and SEC Rule 613; provided that the Plan Processor shall, at a minimum, appoint, in accordance with Section 6.2: : (i) the Chief Compliance Officer; (ii) the Chief Information Security Officer; and (iii) the Independent Auditor. Notwithstanding anything to the contrary, the Operating Committee, by Supermajority Vote, shall approve any appointment or removal of the Chief Compliance Officer, the Chief Information Security Officer, or the Independent Auditor. (c) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement policies, procedures, and control structures related to the CAT System that are consistent with SEC Rule 613(e)(4), Appendix C, and Appendix D. (d) The Plan Processor shall: (i) comply with applicable provisions of 15 U.S.C. § 78u-6 (Securities Whistleblower Incentives and Protection) and the recordkeeping requirements of SEC Rule 613(e)(8); (ii) consistent with Appendix D, Central Repository Requirements, ensure the effective management and operation of the Central Repository; (iii) consistent with Appendix D, Data Management, ensure the accuracy of the consolidation of the CAT Data reported to the Central Repository pursuant to Section 6.3 and Section 6.4; and (iv) consistent with Appendix D, Upgrade Process and Development of New Functionality, design and implement appropriate policies and procedures governing the determination to develop new functionality for the CAT including, among other requirements, a mechanism by which changes can be suggested by Advisory Committee members, Participants, or the SEC. Such policies and procedures also shall: (A) provide for the escalation of reviews of proposed technological changes and upgrades (including as required by Section 6.1(i) and Section 6.1(j) or as otherwise appropriate) to the Operating Committee; and (B) address the handling of surveillance, including coordinated, SEC Rule 17d-2 or Regulatory Service Agreement(s) (“RSA”) surveillance queries and requests for data. (e) Any policy, procedure or standard (and any material modification or amendment thereto) applicable primarily to the performance of the Plan Processor’s duties as the Plan Processor (excluding, for the avoidance of doubt, any policies, procedures or standards generally applicable to the Plan Processor’s operations and employees) shall become effective only upon approval thereof by the Operating Committee. (f) The Plan Processor shall, subject to the prior approval of the Operating Committee, establish appropriate procedures for escalation of matters to the Operating Committee. (g) In addition to other policies, procedures and standards generally applicable to the Plan Processor’s employees and contractors, the Plan Processor shall have hiring standards and shall conduct and enforce background checks (e.g., fingerprint-based) for all of its employees and contractors to ensure the protection, safeguarding and security of the facilities, systems, networks, equipment and data of the CAT System, and shall have an insider and external threat policy to detect, monitor and remedy cyber and other threats. Each Participant will also conduct background checks of its employees and contractors that will use the CAT System. (h) The Plan Processor shall enter into appropriate Service Level Agreements (“SLAs”) governing the performance of the Central Repository, as generally described in Appendix D, Functionality of the CAT System, with the prior approval of the Operating Committee. The Plan Processor in conjunction with the Operating Committee shall regularly review and, as necessary, update the SLAs, in accordance with the terms of the SLAs. As further contemplated in Appendix C, System Service Level Agreements (SLAs), and in Appendix D, System SLAs, the Plan Processor may enter into appropriate service level agreements with third parties applicable to the Plan Processor’s functions related to the CAT System (“Other SLAs”), with the prior approval of the Operating Committee. The Chief Compliance Officer and/or the Independent Auditor shall, in conjunction with the Plan Processor and, as necessary, the Operating Committee, regularly review and, as necessary, update the Other SLAs, in accordance with the terms of the applicable Other SLA. (i) The Plan Processor shall, on an ongoing basis and consistent with any applicable policies and procedures, evaluate and implement potential system changes and upgrades to maintain and improve the normal day-to-day operating function of the CAT System. (j) In consultation with the Operating Committee, the Plan Processor shall, on an as needed basis and consistent with any applicable operational and escalation policies and procedures, implement such material system changes and upgrades as may be required to ensure effective functioning of the CAT System (i.e., those system changes and upgrades beyond the scope contemplated by Section 6.1(i)). (k) In consultation with the Operating Committee, the Plan Processor shall, on an as needed basis, implement system changes and upgrades to the CAT System to ensure compliance with any applicable laws, regulations or rules (including those promulgated by the SEC or any Participant). (l) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement a securities trading policy, as well as necessary procedures, control structures and tools to enforce this policy. The securities trading policy shall include: (i) the category(ies) of employees, and as appropriate, contractors, of the Plan Processor to whom the policy will apply; (ii) the scope of securities that are allowed or not allowed for trading; (iii) the creation and maintenance of restricted trading lists; (iv) a mechanism for declaring new or open account activity; (v) a comprehensive list of any exclusions to the policy (e.g., blind trust, non-discretionary accounts); (vi) requirements for duplicative records to be received by the Plan Processor for periodic review; and (vii) a mechanism to review employee trading accounts. (m) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement a training program that addresses the security and confidentiality of all information accessible from the CAT, as well as the operational risks associated with accessing the Central Repository. The training program will be made available to all individuals who have access to the Central Repository on behalf of the Participants or the SEC, prior to such individuals being granted access to the Central Repository. (n) The Operating Committee will review the Plan Processor’s performance under this Agreement at least once each year, or more often than once each year upon the request of two Participants that are not Affiliated Participants. The Operating Committee shall notify the SEC of any determination made by the Operating Committee concerning the continuing engagement of the Plan Processor as a result of the Operating Committee’s review of the Plan Processor and shall provide the SEC with a copy of any reports that may be prepared in connection therewith. (o) The Plan Processor shall provide the Operating Committee regular reports on the CAT System’s operation and maintenance. The reports shall address: (i) operational performance management information regarding the capacity and performance of the CAT System as specified by the Operating Committee. Such reports shall at a minimum address: (A) the capacity and performance of the Central Repository, including at a minimum the requirements set forth in Appendix D, Central Repository Requirements; (B) the basic functionality of the CAT System, including the functions set forth in Appendix D, Functionality of the CAT System. (ii) data security issues for the Plan Processor and the Central Repository taking into account the data security requirements set forth in Appendix D, Data Security; (iii) Participant usage statistics for the Plan Processor and the Central Repository, including capacity planning studies and daily reports called for by Appendix D, Capacity Requirements, as well as business continuity planning and disaster recovery issues for the Plan Processor and the Central Repository, taking into account the business continuity planning and disaster recovery requirements set forth in Appendix D, BCP / DR Process; (iv) system improvement issues with the Plan Processor and the Central Repository as contemplated by Appendix D, Upgrade Process and Development of New Functionality; (v) Error Rates relating to the Central Repository,1 including, in each case to the extent the Operating Committee determines necessary or advisable, Error Rates by day and by delta over time, and Compliance Thresholds by CAT Reporter, by Reportable Event, by age before resolution, by symbol, by symbol type (e.g., ETF and Index) and by event time (by hour and cumulative on the hour) as set forth in Appendix C, Error Communication, Correction, and Processing; (vi) financial statements of the Plan Processor prepared in accordance with GAAP (A) audited by an independent public accounting firm or (B) certified by the Plan Processor’s Chief Financial Officer (which financial statements contemplated by this Section 6.1(o)(vi) shall be provided no later than 180 days after the Plan Processor’s fiscal year end); (vii) continued solvency of the Plan Processor; (viii) budgetary status of any items subject to Section 6.2(a)(ii); (ix) internal audit analysis and the status of any internal audit related deliverables; and (x) additional items as requested by the Operating Committee, any Officer of the Company, or the Independent Auditor. (p) Upon the request of the Operating Committee or any Subcommittee, the Plan Processor shall attend any meeting of the Operating Committee or such Subcommittee. (q) The Operating Committee, by Supermajority Vote, may remove the Plan Processor from such position at any time. 1 This Error Rate includes errors by CAT Reporters and linkage validation errors. In addition, errors attributable to the Plan Processor will be memorialized and reported to the Operating Committee. (q) The Operating Committee, by Supermajority Vote, may remove the Plan Processor from such position at any time. (r) The Operating Committee may, by Majority Vote, remove the Plan Processor from such position at any time if it determines that the Plan Processor has failed to perform its functions in a reasonably acceptable manner in accordance with the provisions of this Agreement or that the Plan Processor’s expenses have become excessive and are not justified. In making such determination, the Operating Committee shall consider, among other factors: (i) the reasonableness of the Plan Processor’s response to requests from Participants or the Company for technological changes or enhancements; (ii) results of any assessments performed pursuant to Section 6.6; (iii) the timeliness of conducting preventative and corrective information technology system maintenance for reliable and secure operations; (iv) compliance with requirements of Appendix D; and (v) such other factors related to experience, technological capability, quality and reliability of service, costs, back-up facilities, failure to meet service level agreement(s) and regulatory considerations as the Operating Committee may determine to be appropriate. (s) The Plan Processor may resign from such position; provided that no such resignation shall be effective earlier than two (2) years (or such other shorter period as may be determined by the Operating Committee by Supermajority Vote) after the Plan Processor provides written notice of such resignation to the Company. (t) The Operating Committee, by Supermajority Vote, shall fill any vacancy in the Plan Processor position, and shall establish a Plan Processor Selection Subcommittee in accordance with Section 4.12 to evaluate and review Bids and make a recommendation to the Operating Committee with respect to the selection of the successor Plan Processor. Any successor Plan Processor appointed pursuant to this Section 6.1(t) shall be subject to all the terms and conditions of this Agreement applicable to the Plan Processor commencing from such appointment effective date. (u) The Plan Processor shall afford to Participants and the Commission such access to the Representatives of the Plan Processor as any Participant or the Commission may request solely for the purpose of performing such Person’s regulatory and oversight responsibilities pursuant to the federal securities laws, rules, and regulations or any contractual obligations, and shall direct such Representatives to cooperate with any inquiry, investigation, or proceeding conducted by or on behalf of any Participant or the Commission related to such purpose.

Plan Processor. (a) The Initial Plan Processor shall be selected in accordance with Article V and shall serve as the Plan Processor until its resignation or removal from such position in accordance with this Section 6.1. The Company, under the direction of the Operating Committee shall enter into one or more agreements with the Plan Processor obligating the Plan Processor to perform the functions and duties contemplated by this Agreement to be performed by the Plan Processor, as well as such other functions and duties the Operating Committee deems necessary or appropriate. (b) The Plan Processor may appoint such officers of the Plan Processor as it deems necessary and appropriate to perform its functions under this Agreement and SEC Rule 613; provided that the Plan Processor shall, at a minimum, appoint, in accordance with Section 6.2: : (i) the Chief Compliance Officer; (ii) the Chief Information Security Officer; and (iii) the Independent Auditor. Notwithstanding anything to the contrary, the Operating Committee, by Supermajority Vote, shall approve any appointment or removal of the Chief Compliance Officer, the Chief Information Security Officer, or the Independent Auditor. (c) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement policies, procedures, and control structures related to the CAT System that are consistent with SEC Rule 613(e)(4), Appendix C, and Appendix D. (d) The Plan Processor shall: (i) comply with applicable provisions of 15 U.S.C. § 78u-6 (Securities Whistleblower Incentives and Protection) and the recordkeeping requirements of SEC Rule 613(e)(8); (ii) consistent with Appendix D, Central Repository Requirements, ensure the effective management and operation of the Central Repository; (iii) consistent with Appendix D, Data Management, ensure the accuracy of the consolidation of the CAT Data reported to the Central Repository pursuant to Section 6.3 and Section 6.4; and (iv) consistent with Appendix D, Upgrade Process and Development of New Functionality, design and implement appropriate policies and procedures governing the determination to develop new functionality for the CAT including, among other requirements, a mechanism by which changes can be suggested by Advisory Committee members, Participants, or the SEC. Such policies and procedures also shall: (A) provide for the escalation of reviews of proposed technological changes and upgrades (including as required by Section 6.1(i) and Section 6.1(j) or as otherwise appropriate) to the Operating Committee; and (B) address the handling of surveillance, including coordinated, SEC Rule 17d-2 or Regulatory Service Agreement(s) (“RSA”) surveillance queries and requests for data. (e) Any policy, procedure or standard (and any material modification or amendment thereto) applicable primarily to the performance of the Plan Processor’s duties as the Plan Processor (excluding, for the avoidance of doubt, any policies, procedures or standards generally applicable to the Plan Processor’s operations and employees) shall become effective only upon approval thereof by the Operating Committee. (f) The Plan Processor shall, subject to the prior approval of the Operating Committee, establish appropriate procedures for escalation of matters to the Operating Committee. (g) In addition to other policies, procedures and standards generally applicable to the Plan Processor’s employees and contractors, the Plan Processor shall have hiring standards and shall conduct and enforce background checks (e.g., fingerprint-based) for all of its employees and contractors to ensure the protection, safeguarding and security of the facilities, systems, networks, equipment and data of the CAT System, and shall have an insider and external threat policy to detect, monitor and remedy cyber and other threats. Each Participant will also conduct background checks of its employees and contractors that will use the CAT System. (h) The Plan Processor shall enter into appropriate Service Level Agreements (“SLAs”) governing the performance of the Central Repository, as generally described in Appendix D, Functionality of the CAT System, with the prior approval of the Operating Committee. The Plan Processor in conjunction with the Operating Committee shall regularly review and, as necessary, update the SLAs, in accordance with the terms of the SLAs. As further contemplated in Appendix C, System Service Level Agreements (SLAs), and in Appendix D, System SLAs, the Plan Processor may enter into appropriate service level agreements with third parties applicable to the Plan Processor’s functions related to the CAT System (“Other SLAs”), with the prior approval of the Operating Committee. The Chief Compliance Officer and/or the Independent Auditor shall, in conjunction with the Plan Processor and, as necessary, the Operating Committee, regularly review and, as necessary, update the Other SLAs, in accordance with the terms of the applicable Other SLA. (i) The Plan Processor shall, on an ongoing basis and consistent with any applicable policies and procedures, evaluate and implement potential system changes and upgrades to maintain and improve the normal day-to-day operating function of the CAT System. (j) In consultation with the Operating Committee, the Plan Processor shall, on an as needed basis and consistent with any applicable operational and escalation policies and procedures, implement such material system changes and upgrades as may be required to ensure effective functioning of the CAT System (i.e., those system changes and upgrades beyond the scope contemplated by Section 6.1(i)). (k) In consultation with the Operating Committee, the Plan Processor shall, on an as needed basis, implement system changes and upgrades to the CAT System to ensure compliance with any applicable laws, regulations or rules (including those promulgated by the SEC or any Participant). (l) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement a securities trading policy, as well as necessary procedures, control structures and tools to enforce this policy. The securities trading policy shall include: (i) the category(ies) of employees, and as appropriate, contractors, of the Plan Processor to whom the policy will apply; (ii) the scope of securities that are allowed or not allowed for trading; (iii) the creation and maintenance of restricted trading lists; (iv) a mechanism for declaring new or open account activity; (v) a comprehensive list of any exclusions to the policy (e.g., blind trust, non-discretionary accounts); (vi) requirements for duplicative records to be received by the Plan Processor for periodic review; and (vii) a mechanism to review employee trading accounts. (m) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement a training program that addresses the security and confidentiality of all information accessible from the CAT, as well as the operational risks associated with accessing the Central Repository. The training program will be made available to all individuals who have access to the Central Repository on behalf of the Participants or the SEC, prior to such individuals being granted access to the Central Repository. (n) The Operating Committee will review the Plan Processor’s performance under this Agreement at least once each year, or more often than once each year upon the request of two Participants that are not Affiliated Participants. The Operating Committee shall notify the SEC of any determination made by the Operating Committee concerning the continuing engagement of the Plan Processor as a result of the Operating Committee’s review of the Plan Processor and shall provide the SEC with a copy of any reports that may be prepared in connection therewith. (o) The Plan Processor shall provide the Operating Committee regular reports on the CAT System’s operation and maintenance. The reports shall address: (i) operational performance management information regarding the capacity and performance of the CAT System as specified by the Operating Committee. Such reports shall at a minimum address: (A) the capacity and performance of the Central Repository, including at a minimum the requirements set forth in Appendix D, Central Repository Requirements; (B) the basic functionality of the CAT System, including the functions set forth in Appendix D, Functionality of the CAT System. (ii) data security issues for the Plan Processor and the Central Repository taking into account the data security requirements set forth in Appendix D, Data Security; (iii) Participant usage statistics for the Plan Processor and the Central Repository, including capacity planning studies and daily reports called for by Appendix D, Capacity Requirements, as well as business continuity planning and disaster recovery issues for the Plan Processor and the Central Repository, taking into account the business continuity planning and disaster recovery requirements set forth in Appendix D, BCP / DR Process; (iv) system improvement issues with the Plan Processor and the Central Repository as contemplated by Appendix D, Upgrade Process and Development of New Functionality; (v) Error Rates relating to the Central Repository,1 Repository, 1 including, in each case to the extent the Operating Committee determines necessary or advisable, Error Rates by day and by delta over time, and Compliance Thresholds by CAT Reporter, by Reportable Event, by age before resolution, by symbol, by symbol type (e.g., ETF and Index) and by event time (by hour and cumulative on the hour) as set forth in Appendix C, Error Communication, Correction, and Processing; (vi) financial statements of the Plan Processor prepared in accordance with GAAP (A) audited by an independent public accounting firm or (B) certified by the Plan Processor’s Chief Financial Officer (which financial statements contemplated by this Section 6.1(o)(vi) shall be provided no later than 180 days after the Plan Processor’s fiscal year end); (vii) continued solvency of the Plan Processor; (viii) budgetary status of any items subject to Section 6.2(a)(ii); (ix) internal audit analysis and the status of any internal audit related deliverables; and (x) additional items as requested by the Operating Committee, any Officer of the Company, or the Independent Auditor. (p) Upon the request of the Operating Committee or any Subcommittee, the Plan Processor shall attend any meeting of the Operating Committee or such Subcommittee. (q) The Operating Committee, by Supermajority Vote, may remove the Plan Processor from such position at any time. 1 This Error Rate includes errors by CAT Reporters and linkage validation errors. In addition, errors attributable to the Plan Processor will be memorialized and reported to the Operating Committee. (r) The Operating Committee may, by Majority Vote, remove the Plan Processor from such position at any time if it determines that the Plan Processor has failed to perform its functions in a reasonably acceptable manner in accordance with the provisions of this Agreement or that the Plan Processor’s expenses have become excessive and are not justified. In making such determination, the Operating Committee shall consider, among other factors: (i) the reasonableness of the Plan Processor’s response to requests from Participants or the Company for technological changes or enhancements; (ii) results of any assessments performed pursuant to Section 6.6; (iii) the timeliness of conducting preventative and corrective information technology system maintenance for reliable and secure operations; (iv) compliance with requirements of Appendix D; and (v) such other factors related to experience, technological capability, quality and reliability of service, costs, back-up facilities, failure to meet service level agreement(s) and regulatory considerations as the Operating Committee may determine to be appropriate. (s) The Plan Processor may resign from such position; provided that no such resignation shall be effective earlier than two (2) years (or such other shorter period as may be determined by the Operating Committee by Supermajority Vote) after the Plan Processor provides written notice of such resignation to the Company. (t) The Operating Committee, by Supermajority Vote, shall fill any vacancy in the Plan Processor position, and shall establish a Plan Processor Selection Subcommittee in accordance with Section 4.12 to evaluate and review Bids and make a recommendation to the Operating Committee with respect to the selection of the successor Plan Processor. Any successor Plan Processor appointed pursuant to this Section 6.1(t) shall be subject to all the terms and conditions of this Agreement applicable to the Plan Processor commencing from such appointment effective date. (u) The Plan Processor shall afford to Participants and the Commission such access to the Representatives of the Plan Processor as any Participant or the Commission may request solely for the purpose of performing such Person’s regulatory and oversight responsibilities pursuant to the federal securities laws, rules, and regulations or any contractual obligations, and shall direct such Representatives to cooperate with any inquiry, investigation, or proceeding conducted by or on behalf of any Participant or the Commission related to such purpose.

Plan Processor. (a) The Initial Plan Processor shall be selected in accordance with Article V and shall serve as the Plan Processor until its resignation or removal from such position in accordance with this Section 6.1. The Company, under the direction of the Operating Committee shall enter into one or more agreements with the Plan Processor obligating the Plan Processor to perform the functions and duties contemplated by this Agreement to be performed by the Plan Processor, as well as such other functions and duties the Operating Committee deems necessary or appropriate. (b) The Plan Processor may appoint such officers of the Plan Processor as it deems necessary and appropriate to perform its functions under this Agreement and SEC Rule 613; provided that the Plan Processor shall, at a minimum, appoint, in accordance with Section 6.2: : (i) the Chief Compliance Officer; (ii) the Chief Information Security Officer; and (iii) the Independent Auditor. Notwithstanding anything to the contrary, the Operating Committee, by Supermajority Vote, shall approve any appointment or removal of the Chief Compliance Officer, the Chief Information Security Officer, or the Independent Auditor. (c) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement policies, procedures, and control structures related to the CAT System that are consistent with SEC Rule 613(e)(4), Appendix C, and Appendix D. (d) The Plan Processor shall: (i) comply with applicable provisions of 15 U.S.C. § 78u-6 (Securities Whistleblower Incentives and Protection) and the recordkeeping requirements of SEC Rule 613(e)(8); (ii) consistent with Appendix D, Central Repository Requirements, ensure the effective management and operation of the Central Repository; (iii) consistent with Appendix D, Data Management, ensure the accuracy of the consolidation of the CAT Data reported to the Central Repository pursuant to Section 6.3 and Section 6.4; and (iv) consistent with Appendix D, Upgrade Process and Development of New Functionality, design and implement appropriate policies and procedures governing the determination to develop new functionality for the CAT including, among other requirements, a mechanism by which changes can be suggested by Advisory Committee members, Participants, or the SEC. Such policies and procedures also shall: (A) provide for the escalation of reviews of proposed technological changes and upgrades (including as required by Section 6.1(i) and Section 6.1(j) or as otherwise appropriate) to the Operating Committee; and (B) address the handling of surveillance, including coordinated, SEC Rule 17d-2 or Regulatory Service Agreement(s) (“RSA”) surveillance queries and requests for data. (e) Any policy, procedure or standard (and any material modification or amendment thereto) applicable primarily to the performance of the Plan Processor’s duties as the Plan Processor (excluding, for the avoidance of doubt, any policies, procedures or standards generally applicable to the Plan Processor’s operations and employees) shall become effective only upon approval thereof by the Operating Committee. (f) The Plan Processor shall, subject to the prior approval of the Operating Committee, establish appropriate procedures for escalation of matters to the Operating Committee. (g) In addition to other policies, procedures and standards generally applicable to the Plan Processor’s employees and contractors, the Plan Processor shall have hiring standards and shall conduct and enforce background checks (e.g., fingerprint-based) for all of its employees and contractors to ensure the protection, safeguarding and security of the facilities, systems, networks, equipment and data of the CAT System, and shall have an insider and external threat policy to detect, monitor and remedy cyber and other threats. Each Participant will also conduct background checks of its employees and contractors that will use the CAT System. (h) The Plan Processor shall enter into appropriate Service Level Agreements (“SLAs”) governing the performance of the Central Repository, as generally described in Appendix D, Functionality of the CAT System, with the prior approval of the Operating Committee. The Plan Processor in conjunction with the Operating Committee shall regularly review and, as necessary, update the SLAs, in accordance with the terms of the SLAs. As further contemplated in Appendix C, System Service Level Agreements (SLAs), and in Appendix D, System SLAs, the Plan Processor may enter into appropriate service level agreements with third parties applicable to the Plan Processor’s functions related to the CAT System (“Other SLAs”), with the prior approval of the Operating Committee. The Chief Compliance Officer and/or the Independent Auditor shall, in conjunction with the Plan Processor and, as necessary, the Operating Committee, regularly review and, as necessary, update the Other SLAs, in accordance with the terms of the applicable Other SLA. (i) The Plan Processor shall, on an ongoing basis and consistent with any applicable policies and procedures, evaluate and implement potential system changes and upgrades to maintain and improve the normal day-to-day operating function of the CAT System. (j) In consultation with the Operating Committee, the Plan Processor shall, on an as needed basis and consistent with any applicable operational and escalation policies and procedures, implement such material system changes and upgrades as may be required to ensure effective functioning of the CAT System (i.e., those system changes and upgrades beyond the scope contemplated by Section 6.1(i)). (k) In consultation with the Operating Committee, the Plan Processor shall, on an as needed basis, implement system changes and upgrades to the CAT System to ensure compliance with any applicable laws, regulations or rules (including those promulgated by the SEC or any Participant). (l) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement a securities trading policy, as well as necessary procedures, control structures and tools to enforce this policy. The securities trading policy shall include: (i) the category(ies) of employees, and as appropriate, contractors, of the Plan Processor to whom the policy will apply; (ii) the scope of securities that are allowed or not allowed for trading; (iii) the creation and maintenance of restricted trading lists; (iv) a mechanism for declaring new or open account activity; (v) a comprehensive list of any exclusions to the policy (e.g., blind trust, non-discretionary accounts); (vi) requirements for duplicative records to be received by the Plan Processor for periodic review; and (vii) a mechanism to review employee trading accounts. (m) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement a training program that addresses the security and confidentiality of all information accessible from the CAT, as well as the operational risks associated with accessing the Central Repository. The training program will be made available to all individuals who have access to the Central Repository on behalf of the Participants or the SEC, prior to such individuals being granted access to the Central Repository. (n) The Operating Committee will review the Plan Processor’s performance under this Agreement at least once each year, or more often than once each year upon the request of two Participants that are not Affiliated Participants. The Operating Committee shall notify the SEC of any determination made by the Operating Committee concerning the continuing engagement of the Plan Processor as a result of the Operating Committee’s review of the Plan Processor and shall provide the SEC with a copy of any reports that may be prepared in connection therewith. (o) The Plan Processor shall provide the Operating Committee regular reports on the CAT System’s operation and maintenance. The reports shall address: (i) operational performance management information regarding the capacity and performance of the CAT System as specified by the Operating Committee. Such reports shall at a minimum address: (A) the capacity and performance of the Central Repository, including at a minimum the requirements set forth in Appendix D, Central Repository Requirements; (B) the basic functionality of the CAT System, including the functions set forth in Appendix D, Functionality of the CAT System. (ii) data security issues for the Plan Processor and the Central Repository taking into account the data security requirements set forth in Appendix D, Data Security; (iii) Participant usage statistics for the Plan Processor and the Central Repository, including capacity planning studies and daily reports called for by Appendix D, Capacity Requirements, as well as business continuity planning and disaster recovery issues for the Plan Processor and the Central Repository, taking into account the business continuity planning and disaster recovery requirements set forth in Appendix D, BCP / DR Process; (iv) system improvement issues with the Plan Processor and the Central Repository as contemplated by Appendix D, Upgrade Process and Development of New Functionality; (v) Error Rates relating to the Central Repository,1 including, in each case to the extent the Operating Committee determines necessary or advisable, Error Rates by day and by delta over time, and Compliance Thresholds by CAT Reporter, by Reportable Event, by age before resolution, by symbol, by symbol type (e.g., ETF and Index) and by event time (by hour and cumulative on the hour) as set forth in Appendix C, Error Communication, Correction, and Processing; (vi) financial statements of the Plan Processor prepared in accordance with GAAP (A) audited by an independent public accounting firm or (B) certified by the Plan Processor’s Chief Financial Officer (which financial statements contemplated by this Section 6.1(o)(vi) shall be provided no later than 180 days after the Plan Processor’s fiscal year end); (vii) continued solvency of the Plan Processor; (viii) budgetary status of any items subject to Section 6.2(a)(ii); (ix) internal audit analysis and the status of any internal audit related deliverables; and (x) additional items as requested by the Operating Committee, any Officer of the Company, or the Independent Auditor. (p) Upon the request of the Operating Committee or any Subcommittee, the Plan Processor shall attend any meeting of the Operating Committee or such Subcommittee. (q) The Operating Committee, by Supermajority Vote, may remove the Plan Processor from such position at any time. 1 This Error Rate includes errors by CAT Reporters and linkage validation errors. In addition, errors attributable to the Plan Processor will be memorialized and reported to the Operating Committee. (r) The Operating Committee may, by Majority Vote, remove the Plan Processor from such position at any time if it determines that the Plan Processor has failed to perform its functions in a reasonably acceptable manner in accordance with the provisions of this Agreement or that the Plan Processor’s expenses have become excessive and are not justified. In making such determination, the Operating Committee shall consider, among other factors: (i) the reasonableness of the Plan Processor’s response to requests from Participants or the Company for technological changes or enhancements; (ii) results of any assessments performed pursuant to Section 6.6; (iii) the timeliness of conducting preventative and corrective information technology system maintenance for reliable and secure operations; (iv) compliance with requirements of Appendix D; and (v) such other factors related to experience, technological capability, quality and reliability of service, costs, back-up facilities, failure to meet service level agreement(s) and regulatory considerations as the Operating Committee may determine to be appropriate. (s) The Plan Processor may resign from such position; provided that no such resignation shall be effective earlier than two (2) years (or such other shorter period as may be determined by the Operating Committee by Supermajority Vote) after the Plan Processor provides written notice of such resignation to the Company. (t) The Operating Committee, by Supermajority Vote, shall fill any vacancy in the Plan Processor position, and shall establish a Plan Processor Selection Subcommittee in accordance with Section 4.12 to evaluate and review Bids and make a recommendation to the Operating Committee with respect to the selection of the successor Plan Processor. Any successor Plan Processor appointed pursuant to this Section 6.1(t) shall be subject to all the terms and conditions of this Agreement applicable to the Plan Processor commencing from such appointment effective date. (u) The Plan Processor shall afford to Participants and the Commission such access to the Representatives of the Plan Processor as any Participant or the Commission may request solely for the purpose of performing such Person’s regulatory and oversight responsibilities pursuant to the federal securities laws, rules, and regulations or any contractual obligations, and shall direct such Representatives to cooperate with any inquiry, investigation, or proceeding conducted by or on behalf of any Participant or the Commission related to such purpose.

Plan Processor. (a) The Initial Plan Processor shall be selected in accordance with Article V and shall serve as the Plan Processor until its resignation or removal from such position in accordance with this Section 6.1. The Company, under the direction of the Operating Committee shall enter into one or more agreements with the Plan Processor obligating the Plan Processor to perform the functions and duties contemplated by this Agreement to be performed by the Plan Processor, as well as such other functions and duties the Operating Committee deems necessary or appropriate. (b) The Plan Processor may appoint such officers of the Plan Processor as it deems necessary and appropriate to perform its functions under this Agreement and SEC Rule 613; provided that the Plan Processor shall, at a minimum, appoint, in accordance with Section 6.2: : (i) the Chief Compliance Officer; (ii) the Chief Information Security Officer; and (iii) the Independent Auditor. Notwithstanding anything to the contrary, the Operating Committee, by Supermajority Vote, shall approve any appointment or removal of the Chief Compliance Officer, the Chief Information Security Officer, or the Independent Auditor. (c) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement policies, procedures, and control structures related to the CAT System that are consistent with SEC Rule 613(e)(4), Appendix C, and Appendix D. (d) The Plan Processor shall: (i) comply with applicable provisions of 15 U.S.C. § 78u-6 (Securities Whistleblower Incentives and Protection) and the recordkeeping requirements of SEC Rule 613(e)(8); (ii) consistent with Appendix D, Central Repository Requirements, ensure the effective management and operation of the Central Repository; (iii) consistent with Appendix D, Data Management, ensure the accuracy of the consolidation of the CAT Data reported to the Central Repository pursuant to Section 6.3 and Section 6.4; and (iv) consistent with Appendix D, Upgrade Process and Development of New Functionality, design and implement appropriate policies and procedures governing the determination to develop new functionality for the CAT including, among other requirements, a mechanism by which changes can be suggested by Advisory Committee members, Participants, or the SEC. Such policies and procedures also shall: (A) provide for the escalation of reviews of proposed technological changes and upgrades (including as required by Section 6.1(i) and Section 6.1(j) or as otherwise appropriate) to the Operating Committee; and (B) address the handling of surveillance, including coordinated, SEC Rule 17d-2 or Regulatory Service Agreement(s) (“RSA”) surveillance queries and requests for data. (e) Any policy, procedure or standard (and any material modification or amendment thereto) applicable primarily to the performance of the Plan Processor’s duties as the Plan Processor (excluding, for the avoidance of doubt, any policies, procedures or standards generally applicable to the Plan Processor’s operations and employees) shall become effective only upon approval thereof by the Operating Committee. (f) The Plan Processor shall, subject to the prior approval of the Operating Committee, establish appropriate procedures for escalation of matters to the Operating Committee. (g) In addition to other policies, procedures and standards generally applicable to the Plan Processor’s employees and contractors, the Plan Processor shall have hiring standards and shall conduct and enforce background checks (e.g., fingerprint-based) for all of its employees and contractors to ensure the protection, safeguarding and security of the facilities, systems, networks, equipment and data of the CAT System, and shall have an insider and external threat policy to detect, monitor and remedy cyber and other threats. Each Participant will also conduct background checks of its employees and contractors that will use the CAT System. (h) The Plan Processor shall enter into appropriate Service Level Agreements (“SLAs”) governing the performance of the Central Repository, as generally described in Appendix D, Functionality of the CAT System, with the prior approval of the Operating Committee. The Plan Processor in conjunction with the Operating Committee shall regularly review and, as necessary, update the SLAs, in accordance with the terms of the SLAs. As further contemplated in Appendix C, System Service Level Agreements (SLAs), and in Appendix D, System SLAs, the Plan Processor may enter into appropriate service level agreements with third parties applicable to the Plan Processor’s functions related to the CAT System (“Other SLAs”), with the prior approval of the Operating Committee. The Chief Compliance Officer and/or the Independent Auditor shall, in conjunction with the Plan Processor and, as necessary, the Operating Committee, regularly review and, as necessary, update the Other SLAs, in accordance with the terms of the applicable Other SLA. (i) The Plan Processor shall, on an ongoing basis and consistent with any applicable policies and procedures, evaluate and implement potential system changes and upgrades to maintain and improve the normal day-to-day operating function of the CAT System. (j) In consultation with the Operating Committee, the Plan Processor shall, on an as needed basis and consistent with any applicable operational and escalation policies and procedures, implement such material system changes and upgrades as may be required to ensure effective functioning of the CAT System (i.e., those system changes and upgrades beyond the scope contemplated by Section 6.1(i)). (k) In consultation with the Operating Committee, the Plan Processor shall, on an as needed basis, implement system changes and upgrades to the CAT System to ensure compliance with any applicable laws, regulations or rules (including those promulgated by the SEC or any Participant). (l) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement a securities trading policy, as well as necessary procedures, control structures and tools to enforce this policy. The securities trading policy shall include: (i) the category(ies) of employees, and as appropriate, contractors, of the Plan Processor to whom the policy will apply; (ii) the scope of securities that are allowed or not allowed for trading; (iii) the creation and maintenance of restricted trading lists; (iv) a mechanism for declaring new or open account activity; (v) a comprehensive list of any exclusions to the policy (e.g., blind trust, non-discretionary accounts); (vi) requirements for duplicative records to be received by the Plan Processor for periodic review; and (vii) a mechanism to review employee trading accounts. (m) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement a training program that addresses the security and confidentiality of all information accessible from the CAT, as well as the operational risks associated with accessing the Central Repository. The training program will be made available to all individuals who have access to the Central Repository on behalf of the Participants or the SEC, prior to such individuals being granted access to the Central Repository. (n) The Operating Committee will review the Plan Processor’s performance under this Agreement at least once each year, or more often than once each year upon the request of two Participants that are not Affiliated Participants. The Operating Committee shall notify the SEC of any determination made by the Operating Committee concerning the continuing engagement of the Plan Processor as a result of the Operating Committee’s review of the Plan Processor and shall provide the SEC with a copy of any reports that may be prepared in connection therewith. (o) The Plan Processor shall provide the Operating Committee regular reports on the CAT System’s operation and maintenance. The reports shall address: (i) operational performance management information regarding the capacity and performance of the CAT System as specified by the Operating Committee. Such reports shall at a minimum address: (A) the capacity and performance of the Central Repository, including at a minimum the requirements set forth in Appendix D, Central Repository Requirements; (B) the basic functionality of the CAT System, including the functions set forth in Appendix D, Functionality of the CAT System. (ii) data security issues for the Plan Processor and the Central Repository taking into account the data security requirements set forth in Appendix D, Data Security; (iii) Participant usage statistics for the Plan Processor and the Central Repository, including capacity planning studies and daily reports called for by Appendix D, Capacity Requirements, as well as business continuity planning and disaster recovery issues for the Plan Processor and the Central Repository, taking into account the business continuity planning and disaster recovery requirements set forth in Appendix D, BCP / DR Process; (iv) system improvement issues with the Plan Processor and the Central Repository as contemplated by Appendix D, Upgrade Process and Development of New Functionality; (v) Error Rates relating to the Central Repository,1 including, in each case to the extent the Operating Committee determines necessary or advisable, Error Rates by day and by delta over time, and Compliance Thresholds by CAT Reporter, by Reportable Event, by age before resolution, by symbol, by symbol type (e.g., ETF and Index) and by event time (by hour and cumulative on the hour) as set forth in Appendix C, Error Communication, Correction, and Processing; (vi) financial statements of the Plan Processor prepared in accordance with GAAP (A) audited by an independent public accounting firm or (B) certified by the Plan Processor’s Chief Financial Officer (which financial statements contemplated by this Section 6.1(o)(vi) shall be provided no later than 180 days after the Plan Processor’s fiscal year end); (vii) continued solvency of the Plan Processor; (viii) budgetary status of any items subject to Section 6.2(a)(ii); (ix) internal audit analysis and the status of any internal audit related deliverables; and (x) additional items as requested by the Operating Committee, any Officer of the Company, or the Independent Auditor. (p) Upon the request of the Operating Committee or any Subcommittee, the Plan Processor shall attend any meeting of the Operating Committee or such Subcommittee. (q) The Operating Committee, by Supermajority Vote, may remove the Plan Processor from such position at any time. 1 This Error Rate includes errors by CAT Reporters and linkage validation errors. In addition, errors attributable to the Plan Processor will be memorialized and reported to the Operating Committee. (q) The Operating Committee, by Supermajority Vote, may remove the Plan Processor from such position at any time. (r) The Operating Committee may, by Majority Vote, remove the Plan Processor from such position at any time if it determines that the Plan Processor has failed to perform its functions in a reasonably acceptable manner in accordance with the provisions of this Agreement or that the Plan Processor’s expenses have become excessive and are not justified. In making such determination, the Operating Committee shall consider, among other factors: (i) the reasonableness of the Plan Processor’s response to requests from Participants or the Company for technological changes or enhancements; (ii) results of any assessments performed pursuant to Section 6.6; (iii) the timeliness of conducting preventative and corrective information technology system maintenance for reliable and secure operations; (iv) compliance with requirements of Appendix D; and (v) such other factors related to experience, technological capability, quality and reliability of service, costs, back-up facilities, failure to meet service level agreement(s) and regulatory considerations as the Operating Committee may determine to be appropriate. (s) The Plan Processor may resign from such position; provided that no such resignation shall be effective earlier than two (2) years (or such other shorter period as may be determined by the Operating Committee by Supermajority Vote) after the Plan Processor provides written notice of such resignation to the Company. (t) The Operating Committee, by Supermajority Vote, shall fill any vacancy in the Plan Processor position, and shall establish a Plan Processor Selection Subcommittee in accordance with Section 4.12 to evaluate and review Bids and make a recommendation to the Operating Committee with respect to the selection of the successor Plan Processor. Any successor Plan Processor appointed pursuant to this Section 6.1(t) shall be subject to all the terms and conditions of this Agreement applicable to the Plan Processor commencing from such appointment effective date. (u) The Plan Processor shall afford to Participants and the Commission such access to the Representatives of the Plan Processor as any Participant or the Commission may request solely for the purpose of performing such Person’s regulatory and oversight responsibilities pursuant to the federal securities laws, rules, and regulations or any contractual obligations, and shall direct such Representatives to cooperate with any inquiry, investigation, or proceeding conducted by or on behalf of any Participant or the Commission related to such purpose.

Plan Processor. (a) The Initial Plan Processor shall be selected in accordance with Article V and shall serve as the Plan Processor until its resignation or removal from such position in accordance with this Section 6.1. The Company, under the direction of the Operating Committee shall enter into one or more agreements with the Plan Processor obligating the Plan Processor to perform the functions and duties contemplated by this Agreement to be performed by the Plan Processor, as well as such other functions and duties the Operating Committee deems necessary or appropriate. (b) The Plan Processor may appoint such officers of the Plan Processor as it deems necessary and appropriate to perform its functions under this Agreement and SEC Rule 613; provided that the Plan Processor shall, at a minimum, appoint, in accordance with Section 6.2: (i) the Chief Compliance Officer; (ii) the Chief Information Security Officer; and (iii) the Independent Auditor. Notwithstanding anything to the contrary, the Operating Committee, by Supermajority Vote, shall approve any appointment or removal of the Chief Compliance Officer, the Chief Information Security Officer, or the Independent Auditor. (c) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement policies, procedures, and control structures related to the CAT System that are consistent with SEC Rule 613(e)(4), Appendix C, and Appendix D. (d) The Plan Processor shall: (i) comply with applicable provisions of 15 U.S.C. § 78u-6 (Securities Whistleblower Incentives and Protection) and the recordkeeping requirements of SEC Rule 613(e)(8); (ii) consistent with Appendix D, Central Repository Requirements, ensure the effective management and operation of the Central Repository; (iii) consistent with Appendix D, Data Management, ensure the accuracy of the consolidation of the CAT Data reported to the Central Repository pursuant to Section 6.3 and Section 6.4; and (iv) consistent with Appendix D, Upgrade Process and Development of New Functionality, design and implement appropriate policies and procedures governing the determination to develop new functionality for the CAT including, among other requirements, a mechanism by which changes can be suggested by Advisory Committee members, Participants, or the SEC. Such policies and procedures also shall: (A) provide for the escalation of reviews of proposed technological changes and upgrades (including as required by Section 6.1(i) and Section 6.1(j) or as otherwise appropriate) to the Operating Committee; and (B) address the handling of surveillance, including coordinated, SEC Rule 17d-2 or Regulatory Service Agreement(s) (“RSA”) surveillance queries and requests for data. (e) Any policy, procedure or standard (and any material modification or amendment thereto) applicable primarily to the performance of the Plan Processor’s duties as the Plan Processor (excluding, for the avoidance of doubt, any policies, procedures or standards generally applicable to the Plan Processor’s operations and employees) shall become effective only upon approval thereof by the Operating Committee. (f) The Plan Processor shall, subject to the prior approval of the Operating Committee, establish appropriate procedures for escalation of matters to the Operating Committee. (g) In addition to other policies, procedures and standards generally applicable to the Plan Processor’s employees and contractors, the Plan Processor shall have hiring standards and shall conduct and enforce background checks (e.g., fingerprint-based) for all of its employees and contractors to ensure the protection, safeguarding and security of the facilities, systems, networks, equipment and data of the CAT System, and shall have an insider and external threat policy to detect, monitor and remedy cyber and other threats. Each Participant will also conduct background checks of its employees and contractors that will use the CAT System. (h) The Plan Processor shall enter into appropriate Service Level Agreements (“SLAs”) governing the performance of the Central Repository, as generally described in Appendix D, Functionality of the CAT System, with the prior approval of the Operating Committee. The Plan Processor in conjunction with the Operating Committee shall regularly review and, as necessary, update the SLAs, in accordance with the terms of the SLAs. As further contemplated in Appendix C, System Service Level Agreements (SLAs), and in Appendix D, System SLAs, the Plan Processor may enter into appropriate service level agreements with third parties applicable to the Plan Processor’s functions related to the CAT System (“Other SLAs”), with the prior approval of the Operating Committee. The Chief Compliance Officer and/or the Independent Auditor shall, in conjunction with the Plan Processor and, as necessary, the Operating Committee, regularly review and, as necessary, update the Other SLAs, in accordance with the terms of the applicable Other SLA. (i) The Plan Processor shall, on an ongoing basis and consistent with any applicable policies and procedures, evaluate and implement potential system changes and upgrades to maintain and improve the normal day-to-day operating function of the CAT System. (j) In consultation with the Operating Committee, the Plan Processor shall, on an as needed basis and consistent with any applicable operational and escalation policies and procedures, implement such material system changes and upgrades as may be required to ensure effective functioning of the CAT System (i.e., those system changes and upgrades beyond the scope contemplated by Section 6.1(i)). (k) In consultation with the Operating Committee, the Plan Processor shall, on an as needed basis, implement system changes and upgrades to the CAT System to ensure compliance with any applicable laws, regulations or rules (including those promulgated by the SEC or any Participant). (l) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement a securities trading policy, as well as necessary procedures, control structures and tools to enforce this policy. The securities trading policy shall include: (i) the category(ies) of employees, and as appropriate, contractors, of the Plan Processor to whom the policy will apply; (ii) the scope of securities that are allowed or not allowed for trading; (iii) the creation and maintenance of restricted trading lists; (iv) a mechanism for declaring new or open account activity; (v) a comprehensive list of any exclusions to the policy (e.g., blind trust, non-discretionary accounts); (vi) requirements for duplicative records to be received by the Plan Processor for periodic review; and (vii) a mechanism to review employee trading accounts. (m) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement a training program that addresses the security and confidentiality of all information accessible from the CAT, as well as the operational risks associated with accessing the Central Repository. The training program will be made available to all individuals who have access to the Central Repository on behalf of the Participants or the SEC, prior to such individuals being granted access to the Central Repository. (n) The Operating Committee will review the Plan Processor’s performance under this Agreement at least once each year, or more often than once each year upon the request of two Participants that are not Affiliated Participants. The Operating Committee shall notify the SEC of any determination made by the Operating Committee concerning the continuing engagement of the Plan Processor as a result of the Operating Committee’s review of the Plan Processor and shall provide the SEC with a copy of any reports that may be prepared in connection therewith. (o) The Plan Processor shall provide the Operating Committee regular reports on the CAT System’s operation and maintenance. The reports shall address: (i) operational performance management information regarding the capacity and performance of the CAT System as specified by the Operating Committee. Such reports shall at a minimum address: (A) the capacity and performance of the Central Repository, including at a minimum the requirements set forth in Appendix D, Central Repository Requirements; (B) the basic functionality of the CAT System, including the functions set forth in Appendix D, Functionality of the CAT System. (ii) data security issues for the Plan Processor and the Central Repository taking into account the data security requirements set forth in Appendix D, Data Security; (iii) Participant usage statistics for the Plan Processor and the Central Repository, including capacity planning studies and daily reports called for by Appendix D, Capacity Requirements, as well as business continuity planning and disaster recovery issues for the Plan Processor and the Central Repository, taking into account the business continuity planning and disaster recovery requirements set forth in Appendix D, BCP / DR Process; (iv) system improvement issues with the Plan Processor and the Central Repository as contemplated by Appendix D, Upgrade Process and Development of New Functionality; (v) Error Rates relating to the Central Repository,1 including, in each case to the extent the Operating Committee determines necessary or advisable, Error Rates by day and by delta over time, and Compliance Thresholds by CAT Reporter, by Reportable Event, by age before resolution, by symbol, by symbol type (e.g., ETF and Index) and by event time (by hour and cumulative on the hour) as set forth in Appendix C, Error Communication, Correction, and Processing; (vi) financial statements of the Plan Processor prepared in accordance with GAAP (A) audited by an independent public accounting firm or (B) certified by the Plan Processor’s Chief Financial Officer (which financial statements contemplated by this Section 6.1(o)(vi) shall be provided no later than 180 90 days after the Plan Processor’s fiscal year end); (vii) continued solvency of the Plan Processor; (viii) budgetary status of any items subject to Section 6.2(a)(ii); (ix) internal audit analysis and the status of any internal audit related deliverables; and (x) additional items as requested by the Operating Committee, any Officer of the Company, or the Independent Auditor. (p) Upon the request of the Operating Committee or any Subcommittee, the Plan Processor shall attend any meeting of the Operating Committee or such Subcommittee. (q) The Operating Committee, by Supermajority Vote, may remove the Plan Processor from such position at any time. 1 This Error Rate includes errors by CAT Reporters and linkage validation errors. In addition, errors attributable to the Plan Processor will be memorialized and reported to the Operating Committee. (r) The Operating Committee may, by Majority Vote, remove the Plan Processor from such position at any time if it determines that the Plan Processor has failed to perform its functions in a reasonably acceptable manner in accordance with the provisions of this 1 This Error Rate includes errors by CAT Reporters and linkage validation errors. In addition, errors attributable to the Plan Processor will be memorialized and reported to the Operating Committee. Agreement or that the Plan Processor’s expenses have become excessive and are not justified. In making such determination, the Operating Committee shall consider, among other factors: (i) the reasonableness of the Plan Processor’s response to requests from Participants or the Company for technological changes or enhancements; (ii) results of any assessments performed pursuant to Section 6.6; (iii) the timeliness of conducting preventative and corrective information technology system maintenance for reliable and secure operations; (iv) compliance with requirements of Appendix D; and (v) such other factors related to experience, technological capability, quality and reliability of service, costs, back-up facilities, failure to meet service level agreement(s) and regulatory considerations as the Operating Committee may determine to be appropriate. (s) The Plan Processor may resign from such position; provided that no such resignation shall be effective earlier than two (2) years (or such other shorter period as may be determined by the Operating Committee by Supermajority Vote) after the Plan Processor provides written notice of such resignation to the Company. (t) The Operating Committee, by Supermajority Vote, shall fill any vacancy in the Plan Processor position, and shall establish a Plan Processor Selection Subcommittee in accordance with Section 4.12 to evaluate and review Bids and make a recommendation to the Operating Committee with respect to the selection of the successor Plan Processor. Any successor Plan Processor appointed pursuant to this Section 6.1(t) shall be subject to all the terms and conditions of this Agreement applicable to the Plan Processor commencing from such appointment effective date. (u) The Plan Processor shall afford to Participants and the Commission such access to the Representatives of the Plan Processor as any Participant or the Commission may reasonably request solely for the purpose of performing such Person’s regulatory and oversight responsibilities pursuant to the federal securities laws, rules, and regulations or any contractual obligations, and shall direct such Representatives to reasonably cooperate with any inquiry, investigation, or proceeding conducted by or on behalf of any Participant or the Commission related to such purpose.

Plan Processor. (a) The Initial Plan Processor shall be selected in accordance with Article V and shall serve as the Plan Processor until its resignation or removal from such position in accordance with this Section 6.1. The Company, under the direction of the Operating Committee shall enter into one or more agreements with the Plan Processor obligating the Plan Processor to perform the functions and duties contemplated by this Agreement to be performed by the Plan Processor, as well as such other functions and duties the Operating Committee deems necessary or appropriate. (b) The Plan Processor may appoint such officers of the Plan Processor as it deems necessary and appropriate to perform its functions under this Agreement and SEC Rule 613; provided that the Plan Processor shall, at a minimum, appoint, in accordance with Section 6.2: (i) the Chief Compliance Officer; (ii) the Chief Information Security Officer; and (iii) the Independent Auditor. Notwithstanding anything to the contrary, the Operating Committee, by Supermajority Vote, shall approve any appointment or removal of the Chief Compliance Officer, the Chief Information Security Officer, or the Independent Auditor. (c) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement policies, procedures, and control structures related to the CAT System that are consistent with SEC Rule 613(e)(4), Appendix C, and Appendix D. (d) The Plan Processor shall: (i) comply with applicable provisions of 15 U.S.C. § 78u-6 (Securities Whistleblower Incentives and Protection) and the recordkeeping requirements of SEC Rule 613(e)(8); (ii) consistent with Appendix D, Central Repository Requirements, ensure the effective management and operation of the Central Repository; (iii) consistent with Appendix D, Data Management, ensure the accuracy of the consolidation of the CAT Data reported to the Central Repository pursuant to Section 6.3 and Section 6.4; and (iv) consistent with Appendix D, Upgrade Process and Development of New Functionality, design and implement appropriate policies and procedures governing the determination to develop new functionality for the CAT including, among other requirements, a mechanism by which changes can be suggested by Advisory Committee members, Participants, or the SEC. Such policies and procedures also shall: (A) provide for the escalation of reviews of proposed technological changes and upgrades (including as required by Section 6.1(i) and Section 6.1(j) or as otherwise appropriate) to the Operating Committee; and (B) address the handling of surveillance, including coordinated, SEC Rule 17d-2 or Regulatory Service Agreement(s) (“RSA”) surveillance queries and requests for data. (e) Any policy, procedure or standard (and any material modification or amendment thereto) applicable primarily to the performance of the Plan Processor’s duties as the Plan Processor (excluding, for the avoidance of doubt, any policies, procedures or standards generally applicable to the Plan Processor’s operations and employees) shall become effective only upon approval thereof by the Operating Committee. (f) The Plan Processor shall, subject to the prior approval of the Operating Committee, establish appropriate procedures for escalation of matters to the Operating Committee. (g) In addition to other policies, procedures and standards generally applicable to the Plan Processor’s employees and contractors, the Plan Processor shall have hiring standards and shall conduct and enforce background checks (e.g., fingerprint-based) for all of its employees and contractors to ensure the protection, safeguarding and security of the facilities, systems, networks, equipment and data of the CAT System, and shall have an insider and external threat policy to detect, monitor and remedy cyber and other threats. Each Participant will also conduct background checks of its employees and contractors that will use the CAT System. (h) The Plan Processor shall enter into appropriate Service Level Agreements (“SLAs”) governing the performance of the Central Repository, as generally described in Appendix D, Functionality of the CAT System, with the prior approval of the Operating Committee. The Plan Processor in conjunction with the Operating Committee shall regularly review and, as necessary, update the SLAs, in accordance with the terms of the SLAs. As further contemplated in Appendix C, System Service Level Agreements (SLAs), and in Appendix D, System SLAs, the Plan Processor may enter into appropriate service level agreements with third parties applicable to the Plan Processor’s functions related to the CAT System (“Other SLAs”), with the prior approval of the Operating Committee. The Chief Compliance Officer and/or the Independent Auditor shall, in conjunction with the Plan Processor and, as necessary, the Operating Committee, regularly review and, as necessary, update the Other SLAs, in accordance with the terms of the applicable Other SLA. (i) The Plan Processor shall, on an ongoing basis and consistent with any applicable policies and procedures, evaluate and implement potential system changes and upgrades to maintain and improve the normal day-to-day operating function of the CAT System. (j) In consultation with the Operating Committee, the Plan Processor shall, on an as needed basis and consistent with any applicable operational and escalation policies and procedures, implement such material system changes and upgrades as may be required to ensure effective functioning of the CAT System (i.e., those system changes and upgrades beyond the scope contemplated by Section 6.1(i)). (k) In consultation with the Operating Committee, the Plan Processor shall, on an as needed basis, implement system changes and upgrades to the CAT System to ensure compliance with any applicable laws, regulations or rules (including those promulgated by the SEC or any Participant). (l) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement a securities trading policy, as well as necessary procedures, control structures and tools to enforce this policy. The securities trading policy shall include: (i) the category(ies) of employees, and as appropriate, contractors, of the Plan Processor to whom the policy will apply; (ii) the scope of securities that are allowed or not allowed for trading; (iii) the creation and maintenance of restricted trading lists; (iv) a mechanism for declaring new or open account activity; (v) a comprehensive list of any exclusions to the policy (e.g., blind trust, non-discretionary accounts); (vi) requirements for duplicative records to be received by the Plan Processor for periodic review; and (vii) a mechanism to review employee trading accounts. (m) The Plan Processor shall develop and, with the prior approval of the Operating Committee, implement a training program that addresses the security and confidentiality of all information accessible from the CAT, as well as the operational risks associated with accessing the Central Repository. The training program will be made available to all individuals who have access to the Central Repository on behalf of the Participants or the SEC, prior to such individuals being granted access to the Central Repository. (n) The Operating Committee will review the Plan Processor’s performance under this Agreement at least once each year, or more often than once each year upon the request of two Participants that are not Affiliated Participants. The Operating Committee shall notify the SEC of any determination made by the Operating Committee concerning the continuing engagement of the Plan Processor as a result of the Operating Committee’s review of the Plan Processor and shall provide the SEC with a copy of any reports that may be prepared in connection therewith. (o) The Plan Processor shall provide the Operating Committee regular reports on the CAT System’s operation and maintenance. The reports shall address: (i) operational performance management information regarding the capacity and performance of the CAT System as specified by the Operating Committee. Such reports shall at a minimum address: (A) the capacity and performance of the Central Repository, including at a minimum the requirements set forth in Appendix D, Central Repository Requirements; (B) the basic functionality of the CAT System, including the functions set forth in Appendix D, Functionality of the CAT System. (ii) data security issues for the Plan Processor and the Central Repository taking into account the data security requirements set forth in Appendix D, Data Security; (iii) Participant usage statistics for the Plan Processor and the Central Repository, including capacity planning studies and daily reports called for by Appendix D, Capacity Requirements, as well as business continuity planning and disaster recovery issues for the Plan Processor and the Central Repository, taking into account the business continuity planning and disaster recovery requirements set forth in Appendix D, BCP / DR Process; (iv) system improvement issues with the Plan Processor and the Central Repository as contemplated by Appendix D, Upgrade Process and Development of New Functionality; (v) Error Rates relating to the Central Repository,1 including, in each case to the extent the Operating Committee determines necessary or advisable, Error Rates by day and by delta over time, and Compliance Thresholds by CAT Reporter, by Reportable Event, by age before resolution, by symbol, by symbol type (e.g., ETF and Index) and by event time (by hour and cumulative on the hour) as set forth in Appendix C, Error Communication, Correction, and Processing; (vi) financial statements of the Plan Processor prepared in accordance with GAAP (A) audited by an independent public accounting firm or (B) certified by the Plan Processor’s Chief Financial Officer (which financial statements contemplated by this Section 6.1(o)(vi) shall be provided no later than [90] 180 days after the Plan Processor’s fiscal year end); (vii) continued solvency of the Plan Processor; (viii) budgetary status of any items subject to Section 6.2(a)(ii);; 1 This Error Rate includes errors by CAT Reporters and linkage validation errors. In addition, errors attributable to the Plan Processor will be memorialized and reported to the Operating Committee. deliverables; and (ix) internal audit analysis and the status of any internal audit related deliverables; and (x) additional items as requested by the Operating Committee, any Officer of the Company, or the Independent Auditor. (p) Upon the request of the Operating Committee or any Subcommittee, the Plan Processor shall attend any meeting of the Operating Committee or such Subcommittee. (q) The Operating Committee, by Supermajority Vote, may remove the Plan Processor from such position at any time. 1 This Error Rate includes errors by CAT Reporters and linkage validation errors. In addition, errors attributable to the Plan Processor will be memorialized and reported to the Operating Committee. (r) The Operating Committee may, by Majority Vote, remove the Plan Processor from such position at any time if it determines that the Plan Processor has failed to perform its functions in a reasonably acceptable manner in accordance with the provisions of this Agreement or that the Plan Processor’s expenses have become excessive and are not justified. In making such determination, the Operating Committee shall consider, among other factors: (i) the reasonableness of the Plan Processor’s response to requests from Participants or the Company for technological changes or enhancements; (ii) results of any assessments performed pursuant to Section 6.6; (iii) the timeliness of conducting preventative and corrective information technology system maintenance for reliable and secure operations; (iv) compliance with requirements of Appendix D; and (v) such other factors related to experience, technological capability, quality and reliability of service, costs, back-up facilities, failure to meet service level agreement(s) and regulatory considerations as the Operating Committee may determine to be appropriate. (s) The Plan Processor may resign from such position; provided that no such resignation shall be effective earlier than two (2) years (or such other shorter period as may be determined by the Operating Committee by Supermajority Vote) after the Plan Processor provides written notice of such resignation to the Company. (t) The Operating Committee, by Supermajority Vote, shall fill any vacancy in the Plan Processor position, and shall establish a Plan Processor Selection Subcommittee in accordance with Section 4.12 to evaluate and review Bids and make a recommendation to the Operating Committee with respect to the selection of the successor Plan Processor. Any successor Plan Processor appointed pursuant to this Section 6.1(t) shall be subject to all the terms and conditions of this Agreement applicable to the Plan Processor commencing from such appointment effective date. (u) The Plan Processor shall afford to Participants and the Commission such access to the Representatives of the Plan Processor as any Participant or the Commission may [reasonably] request solely for the purpose of performing such Person’s regulatory and oversight responsibilities pursuant to the federal securities laws, rules, and regulations or any contractual obligations, and shall direct such Representatives to [reasonably] cooperate with any inquiry, investigation, or proceeding conducted by or on behalf of any Participant or the Commission related to such purpose.