Direct Edge ECN^sm Fee Schedule

Effective August 1, 2008

Rebates for Adding Liquidity & Charges for Removing or Routing Liquidity per Share for Tape A, B & C Securities^[1]:

Super Tier: 40 million combined added liquidity on EDGA or EDGX = $0.0029 rebate on EDGX^[1]

Fees per Share for Special Order Types:

Other Fees & Services:

Liquidity Flags and Associated Fees:

^[1] The removal rate on EDGX and EDGA is contingent on the attributed MPID adding or routing a minimum average daily share volume, measured monthly, of 50,000 shares on either EDGX, EDGA or EDGX and EDGA combined.   If the above minimums are not met, but the attributed MPID removes a minimum average daily share volume, measured monthly, of 20,000,000 shares on either EDGX, EDGA or EDGX and EDGA combined, then the charge attributed to that MPID will be 0.0028 for removing liquidity from EDGX and EDGA. Any attributed MPID not meeting any of the above minimums will be charged $0.0030 per share for removing liquidity from EDGX and EDGA.

Subscribers will be provided a $0.0029 rebate per share for liquidity added on EDGX if the attributed MPID satisfies any of the following three criteria on a daily basis, measured monthly: (i) adding 40,000,000 shares or more on either EDGX, EDGA or EDGX and EDGA combined; (ii) adding 20,000,000 shares or more on either EDGX, EDGA or EDGX and EDGA combined and routing 20,000,000 shares or more through EDGA; or (iii) adding 10,000,000 shares or more of liquidity to EDGX, so long as added liquidity on EDGX is at least 5,000,000 shares greater than the previous calendar month.

Any subscriber only meeting criteria (iii) above that, but for the liquidity added on EDGX, would have qualified for a better rebate with respect to liquidity added on another exchange or ECN that the subscriber has previously qualified for in the prior three calendar months, shall be reimbursed the difference between the rebate received and the rebate potentially received, so long as source documentation evidencing the above is provided to Direct Edge within fifteen (15) calendar days from the end of the relevant month. Subscribers can only receive reimbursement with respect to two consecutive calendar months.

Upon subscriber’s request, Direct Edge may consider aggregation of share volume calculations on a prospective basis.

^[2] Rate contingent upon subscriber adding greater than 1,000,000 shares on a daily basis, measured monthly. Subscribers not meeting this minimum will be charged $0.0030 per share.

^[3] "Cost" for removing liquidity from the NYSE is $0.0008 per share. Adding liquidity on the NYSE is free. Pending NYSE implementation of real time notification, blended transactions will be charged as $0.0008 per share removed liquidity.

Subscribers routing 20,000,000 shares or more on a daily basis, measured monthly, to Nasdaq through EDGA using order types that are solely eligible for routing to Nasdaq will be charged at $0.0028 per share with respect to EDGA routed volume using said order type. Subscribers routing 30,000,000 shares per day will be charged $0.0027 per share.

Orders re-routed out of any route destination will be charged $0.0030 per share.

^[4] $0.000025 rate contingent upon subscriber internalizing greater than 1,000,000 shares on a daily basis, measured monthly. Subscribers not meeting this threshold will be charged $0.00014 per share.

^[5]Capped at $10,000 per month per subscriber

^[6]Odd-Lot executions on NYSEArca that occur either directly or indirectly (e.g., odd-lot orders routed to NYSEArca via NASDAQ). This charge does not apply to routed round or mixed lots that result in an odd-lot execution.

^[7]Free ports are contingent on the Subscriber executing 200,000 shares or more of combined liquidity on EDGX and/or EDGA on a monthly basis, per port.  Any port (or number of ports) in excess of this will be charged $50 per port, per month.