1. The ENUM LLC March 11, 2004 CSCN ENUM Meeting Ottawa, Ontario Karen Mulberry Senior Project Manager, Numbering

2. Page 2 Who am I? Karen N. Mulberry Sr. Project Manager, Numbering Network Architecture & Standards MCI Background: Co-Chair, North American Number Portability (NAPM) Management LLC Member, North American Numbering Council (NANC) Co-Chair, NANC Numbering Oversight Working Group (NOWG) Participant, Industry Numbering Committee (INC) Participant, ITU Study Group 2

3. Page 3 What is a Limited Liability Corporation (LLC) It is a form of incorporation that combines the personal liability protection of a corporation with the tax benefits and simplicity of a partnership.

4. Page 4 Why an LLC for ENUM? There have been two significant events that have precipitated the formation of an Ad Hoc group of interested parties to discuss forming an ENUM LLC for Country Code 1. –February 12, 2003 letter from Assistant Secretary Victory, endorsed in another letter by Chairman Powell on February 13,2003 –NTIA, FCC and US Department of State letter to Gary W. Richenaker, Chairman of the ENUM Forum

5. Page 5 NTIA February 13, 2003 Letter Established a framework of guiding principals: –Preserve national sovereignty –Support competition –Promote innovation –Protect users' security and privacy –Minimize regulation –Preserve opportunity for alternative deployments: –Allow for interoperability –Preserve stability and security

6. Page 6 August 13, 2003 NTIA, FCC, DOC Letter Joint Letter encouraged the industry to explore the formation of an LLC for the selection and management of the Tier 1 “We understand that industry within the ENUM Forum is pursuing the concept of using a Limited Liability Company (LLC) to manage the selection of a Tier 1 provider(s). We are pleased that the ENUM Forum is considering a variety of options for selecting the Tier 1 provider(s) and are supportive of industry-based solutions, such as use of the LLC. Because the provision of ENUM will involve a wide variety of new technologies and new services, we support an industry-based mechanism for selecting a Tier 1 provider(s) that will be as inclusive as possible.”

7. Page 7 What will the LLC do? Creation of an LLC requires establishment of a legal entity. LLC’s perform specific roles such as taking the responsibility for: –developing and issuing an RFP; –contract negotiation and execution; –vendor supervision; –determination of applicable database and /or system changes; –governing of emerging issues (e.g. vendor/provider interfaces); and –ongoing vendor change management.

8. Page 8 The Beginning Interested parties met after an ENUM Forum meeting on August 23, 2003 in Richardson, Texas The first organization conference call occurred on October 2, 2003 Conference calls have occurred regularly over the ensuing months. The first face-to-face meeting occurred on March 9, 2004 in Washington DC

9. Page 9 What has the Group of Interested Parties been working on? Drafting its Mission and Scope and Membership Qualifications, operational rules and procedures (voting, selection of officers and their terms), are outlined in an Operating Agreement Selection of LLC Legal Counsel. Three law firms have been interviewed and a final determination is expected on March 17, 2004. The Operating Agreement will be compiled by an outside attorney, who will be retained to provide the LLC counsel and advice Determination of Founding Members and the estimation of first year fees associated with membership. Interested Parties that qualify and agree to abide by the Operating Agreement and payment of LLC fees will be founding members. Fees will include initial membership and ongoing (perhaps annual) capital dues to cover operational expenses (such as legal fees, insurance, etc.)

10. Page 10 What is the ENUM LLC’s Proposed Scope? The ENUM Limited Liability Company (LLC) will manage the selection of a Tier 1 operator(s) within Country Code 1 and those numbering resources of NANP member counties who may request the LLC vendor perform that function for them The LLC will consider a variety of options for selecting the Tier 1 operator(s) and will provide an industry-based mechanism for selecting the Tier 1 operator(s) that will be as inclusive as possible The ENUM LLC will promote competition among registrars, providers and operators, allow for interoperability of alternative deployments, encourage innovative services and products, and protect the privacy and security of all ENUM users within the purview of the LLC

11. Page 11 What is the ENUM LLC’s Mission? The ENUM LLC will use the its guiding principles to guide it in the selection of a Tier 1 operator(s) for implementation of ENUM within the member states under Country Code 1 that participate in the LLC Theses principles from NTIA have strong roots in proven telecommunications and technology policies and are intended to maximize opportunities for industry, while protecting the security and privacy of consumers

12. Page 12 What is the ENUM LLC’s Permitted Business? The business of the ENUM LLC shall be as follows (subject to the specific requirements of the Operating Agreements regarding the requisite Member approval for each action): To issue requests for proposals and/or invite invitations to bid on any matter directly or indirectly related to the System; To negotiate, award, execute, administer and enforce contracts with vendor(s) on any matter directly or indirectly related to the System, including specifying compensation, technical requirements, deliverable dates and services required; To serve as the primary business interface between the vendor(s) and outside bodies (e.g., the ENUM Forum, the North American Numbering Council (NANC), etc.) to administer contracts with vendor(s) on matters directly or indirectly related to the ENUM Tier 1 for Country Code 1; To act as the Administrator of the System vendor in accordance with its contract and to engage in business activities related to the System vendor ;To be responsible for the administrative and operational procedures; To engage in other business activities related to the ENUM system as mandated by regulatory authorities;

13. Page 13 What is the ENUM LLC’s Permitted Business con’t? To engage in business activities with vendor(s) for the ENUM Tier 1 system development and enhancements as necessitated by industry or business requirements and improvements in technology, subject to the specific approval requirements of the LLC’s Operating Agreement; To maintain the Integrity, interoperability and transferability of the registry by the LLC (To own, license or otherwise control any and all intellectual property rights and any other proprietary rights associated with the ENUM Tier 1 system and all Confidential Information associated with the activities of the ENUM LLC, pursuant to the terms and conditions set forth in the LLC’s Operating Agreement.) To engage in all activities necessary, customary, convenient, incidental or related to the LLC operating Agreement; To establish or expand the ENUM Tier 1 system so that the System is available within one or more CC1 Applicable Areas, provided that appropriate amendments to this Operating Agreement are adopted with the Supermajority Approval of the Members; and To engage in such other activities as are permitted under applicable national law and not prohibited by statute or by a regulation, order or directive of the appropriate regulatory agency possessing jurisdiction over the ENUM LLC or by the final order of a court of competent jurisdiction, it being the Members specific intention that only upon Supermajority Approval of the Members could the ENUM LLC expand the ENUM Tier 1 System or otherwise make it available outside of Country Code 1 or expand the business of the ENUM LLC beyond what it was originally constituted to administer.

14. Page 14 What are the Proposed Membership Eligibility Requirements? Must be a party that has a material interest in providing ENUM capabilities to ENUM Registrants and therefore has operational responsibilities for implementing ENUM. These parties must not otherwise be prohibited by a regulatory body of competent jurisdiction from becoming a member of the LLC A trade group or industry organization [non-voting associate membership?] may become a member, so long as all of the persons represented by that trade group or industry organization satisfy the qualifications in above, and are not otherwise represented on the LLC. A group of companies may participate jointly as a single voting member, as long as each company satisfies the qualifications above and is not a member in its own right. Participation from other NANP countries Affiliates – if one entity owns or retains 10% or greater interest of another, only one of the affiliated organizations can be a member. If members merge or otherwise combine, only one party may remain as a member Qualified parties and/or organizations from countries participating in Country Code 1, the North American Numbering Plan (NANP), are eligible to become members of the LLC as long as membership eligibility requirements are met. Vendors providing services to the LLC may not be members or affiliated with any member (e.g. Bidders for Tier 1 provider)

15. Page 15 What is the Organization Structure of the LLC? The LLC will have the following Officer positions: –Two Co-Chairs, –Secretary, –Treasurer, –and such other Officer positions as may be approved from time to time by a Majority Vote of the Members (e.g. Project Executive).

16. Page 16 What is the ENUM LLC’s Timeline?

17. Page 17 What’s Needed/Next Steps Legal formation of the LLC Consideration of a Trial for interested parties within Country Code 1 Coordination among the nineteen countries that comprise Country Code 1 for the delegation of the Country Code 1 Confirmation of Country Code 1 by ITU RFP development and Tier 1 Vendor selection