Fee Schedule

Effective June 1, 2009

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

Platform	Adding Liquidity	Removing Liquidity	Routing Liquidity [3]
EDGX All Tapes	$(0.0030)	$0.0028	$0.0029
EDGA Tape A & C	FREE	FREE	$0.0029
EDGA Tape B	FREE	FREE	$0.0029
EDGX < $1.00	FREE	0.2% of Dollar Value	0.29% of Dollar Value
EDGA < $1.00	FREE	FREE	0.29% of Dollar Value

Super Tier Rebates:  All customers qualify in June^[1]
 

Fees per Share for Special Order Types:

Other Fees & Services:

Liquidity Flags and Associated Fees:

Unless otherwise noted, the following rebates and fees apply to orders on stocks priced $1 and over.

Flag	Description	EDGX	EDGA
A	Routed to Nasdaq, adds liquidity	(0.0020)	(0.0020)
B	Add Liquidity to our Book (Tape B)	(0.0030)	FREE
C	Routed to Nasdaq BX (Tapes A & C), removes liquidity	(0.0006)	(0.0006)
D	Routed or Re-routed to NYSE, removes liquidity	0.0018	0.0018
E	Customer Internalization	0.000025	FREE
F	Routed to NYSE, adds liquidity	(0.0010)	(0.0010)
G	Routed to ARCA (Tapes A & C), removes liquidity	0.0030	0.0030
H[2]	Hidden Orders	full rebate	0.001
I	Routed to EDGA (for EDGX orders) or to EDGX (for EDGA orders)	0.0029	0.0028
J[3]	Routed to Nasdaq, removes liquidity	0.0030	0.0030
K	Routed to BATS Using ROBA Order Type (EDGA + BATS)	0.0025	0.0025
L	Odd Lot Routed to ARCA (Tapes A & B)	0.0300	0.0300
N	Remove Liquidity from our Book (All Tapes)	0.0028	FREE
O	NOOP (Nasdaq Opening Cross)	0.0005	0.0005
R	Re-routed by exchange	0.0030	0.0030
S	Directed ISO Order	0.0033	0.0033
T	Routed using ROUD/ROUE Order Type	0.0020	0.0020
V	Add Liquidity to our Book (Tape A)	(0.0030)[1]	FREE
W	Remove Liquidity from our Book (Tape A)	0.0028	FREE
X	Routed	0.0029	0.0029
Y	Add Liquidity to our Book (Tape C)	(0.0030)[1]	FREE
Z	Routed Using ROUZ Order Type (Book + ELP only)	0.0010	0.0010

<sup>For information on fees charged to ISE members for shares traded on the ISE Stock Exchange, please visit http://www.ise.com/fees.

[1]</sup> 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. Any attributed MPID not meeting the aforementioned minimum will be charged $0.0030 per share for removing liquidity from EDGX and EDGA.

Note:  For June 2009, the following section (in blue) does not apply, as all customers will be eligible for the Super Tier rebate of $0.0030 per share for liquidity added on EDGX on securities priced at or above $1.

Subscribers will be provided a $0.0030 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 for wholly owned affiliates 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 (including odd lots) from the NYSE is $0.0018 per share. The rebate for adding liquidity on the NYSE is $0.0010 per share. Stocks priced below $1.00 will not receive any rebate and are charged $0.0018 per share when removing 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 $0.0029 per share with respect to EDGA routed volume using said order type. Subscribers routing 30,000,000 shares per day will be charged $0.0028 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.