As an operator of two U.S. registered securities exchanges, Direct Edge is responsible for compliance with increased regulatory obligations and with those responsibilities, increased costs. In order to fund a greater portion of the cost of regulating EDGA and EDGX exchanges, Direct Edge will begin charging the following fees:

• Annual Membership Fee - Each exchange member will be charged a fee of $2,000 per calendar year per exchange. For 2011, firms will be charged on a pro-rated basis (for 4 months) for the period beginning September 1, 2011 through December 31, 2011. Direct Edge will use the FINRA Central Registration Depository (CRD) system as the method for charging the Annual Membership Fee for 2012 and beyond.

• Trading Rights Fee - Each member will also be charged a $300 per month Trading Rights Fee per exchange. The fee will be charged to all members for the ability to trade and will be charged regardless of their trading activity on a participating Direct Edge exchange.

• Additional Market Participant Identifier (MPID) Fee - An MPID is a four character identifier approved by Direct Edge that represents the member firm sending orders to the exchange. Each member may have up to five MPIDs per exchange at no additional cost. Direct Edge will charge $250 per month for each "active" MPID in excess of five per exchange. An MPID is deemed "active" if the MPID is available for use to establish logical ports and send orders. As the MPID fee is a subscription-based fee, the fee will be charged regardless of use.

It is important to note that Direct Edge will not charge an application fee to become a member of EDGA or EDGX exchanges, nor will Direct Edge charge Registered Representative fees.