An organization, association, or group of persons shall be exempt from the definition of the term “exchange” under section 3(a)(1) of the Act, (15 U.S.C. 78c(a)(1)), if such organization, association, or group of persons:

Is operated by a national securities association;

Is in compliance with Regulation ATS, 17 CFR 242.300 through 242.304; or

Pursuant to paragraph (a) of § 242.301 of Regulation ATS, 17 CFR 242.301(a), is not required to comply with Regulation ATS, 17 CFR 242.300 through 242.304.

Notwithstanding paragraph (a) of this section, an organization, association, or group of persons shall not be exempt under this section from the definition of “exchange,” if:

During three of the preceding four calendar quarters such organization, association, or group of persons had:

Fifty percent or more of the average daily dollar trading volume in any security and five percent or more of the average daily dollar trading volume in any class of securities; or

Forty percent or more of the average daily dollar trading volume in any class of securities; and

The Commission determines, after notice to the organization, association, or group of persons, and an opportunity for such organization, association, or group of persons to respond, that such an exemption would not be necessary or appropriate in the public interest or consistent with the protection of investors taking into account the requirements for exchange registration under section 6 of the Act, (15 U.S.C. 78f), and the objectives of the national market system under section 11A of the Act, (15 U.S.C 78k-1).

For purposes of paragraph (b) of this section, each of the following shall be considered a “class of securities”:

Equity securities, which shall have the same meaning as in § 240.3a11-1;

Listed options, which shall mean any options traded on a national securities exchange or automated facility of a national securities exchange;

Unlisted options, which shall mean any options other than those traded on a national securities exchange or automated facility of a national securities association;

Municipal securities, which shall have the same meaning as in section 3(a)(29) of the Act, (15 U.S.C. 78c(a)(29));

Corporate debt securities, which shall mean any securities that:

Evidence a liability of the issuer of such securities;

Have a fixed maturity date that is at least one year following the date of issuance; and

Are not exempted securities, as defined in section 3(a)(12) of the Act, (15 U.S.C. 78c(a)(12));

Foreign corporate debt securities, which shall mean any securities that:

Evidence a liability of the issuer of such debt securities;

Are issued by a corporation or other organization incorporated or organized under the laws of any foreign country; and

Have a fixed maturity date that is at least one year following the date of issuance; and

Foreign sovereign debt securities, which shall mean any securities that:

Evidence a liability of the issuer of such debt securities;

Are issued or guaranteed by the government of a foreign country, any political subdivision of a foreign country or any supranational entity; and

Do not have a maturity date of a year or less following the date of issuance.