MEMX Fee Schedule

(EFFECTIVE OCTOBER 3, 2022)

Transaction Fees

MEMX Members are charged per share fees or provided per share rebates based on shares executed within each of the fee code categories below.

Fee Code	Description	Fee/(Rebate) – Securities at or above $1.00 (“A”)	Fee/(Rebate) – Securities below $1.00 (“B”)
B, D or J	Added displayed volume	$(0.0020)	(0.10% of total dollar value)
B1, D1 or J1	Added displayed volume, Liquidity Provision Tier 1	$(0.0033)	(0.10% of total dollar value)
B2, D2 or J2	Added displayed volume, Liquidity Provision Tier 2	$(0.0032)	(0.10% of total dollar value)
B3, D3 or J3	Added displayed volume, Liquidity Provision Tier 3	$(0.0029)	(0.10% of total dollar value)
B4, D4 or J4	Added displayed volume, Liquidity Provision Tier 4	$(0.0026)	(0.10% of total dollar value)
Bq1, Dq1 or Jq1	Added displayed volume, DLI Tier 1	$(0.0032)	(0.10% of total dollar value)
Bq2, Dq2 or Jq2	Added displayed volume, DLI Tier 2	$(0.0029)	(0.10% of total dollar value)
Br, Dr or Jr	Added displayed volume, Retail Order	$(0.0035)	(0.10% of total dollar value)
H	Added non-displayed volume	$(0.0018)	Free
M	Added non-displayed volume, Midpoint Peg	$(0.0018)	Free
H1, M1	Added non-displayed volume, Non-Display Add Tier 1	$(0.0027)	Free
H2, M2	Added non-displayed volume, Non-Display Add Tier 2	$(0.0024)	Free
R	Removed volume from MEMX Book	$0.0030	0.25% of total dollar value
R1	Removed volume from MEMX Book, Liquidity Removal Tier 1	$0.0029	0.25% of total dollar value
Rm	Removed volume from MEMX Book, Midpoint Peg (IOC/FOK)	$0.0026	0.25% of total dollar value
Rr0	Removed volume from MEMX Book upon entry, Retail Order (Day/GTT/RHO)	Free	Free
Z	Routed to another market, removed liquidity	$0.0030	0.30% of total dollar value

Definitions:

• “ADAV” means average daily added volume calculated as the number of shares added per day.  ADAV is calculated on a monthly basis.
• “ADV” means average daily volume calculated as the number of shares added or removed, combined, per day.  ADV is calculated on a monthly basis.
• “Displayed ADAV” means ADAV with respect to displayed orders.
• “Midpoint ADAV” means ADAV with respect to Midpoint Peg orders.
• “Non-Displayed ADAV” means ADAV with respect to non-displayed orders (including Midpoint Peg orders).
• “Remove ADV” means ADV with respect to orders that remove liquidity.
• “Step-Up ADAV” means ADAV in the relevant baseline month subtracted from current ADAV.
• “Step-Up Displayed ADAV” means Displayed ADAV in the relevant baseline month subtracted from current Displayed ADAV.
• “Step-Up Non-Displayed ADAV” means Non-Displayed ADAV in the relevant baseline month subtracted from current Non-Displayed ADAV.
• “TCV” means total consolidated volume calculated as the volume reported by all exchanges and trade reporting facilities to a consolidated transaction reporting plan for the month for which the fees apply.

Notes:  

• To the extent a Member qualifies for multiple fees/rebates with respect to a particular transaction, the lowest fee/highest rebate shall apply.
• The Exchange excludes from its calculations of ADAV, ADV and TCV, and for purposes of determining qualification for the Displayed Liquidity Incentive: (1) any trading day that the Exchange’s system experiences a disruption that lasts for more than 60 minutes during regular trading hours; (2) the day that Russell Investments reconstitutes its family of indexes (i.e., the last Friday in June); (3) any day that the MSCI Equities Indexes are rebalanced (i.e., on a quarterly basis); and (4) any day that the S&P 400, S&P 500, and S&P 600 Indexes are rebalanced (i.e., on a quarterly basis).
• Routed shares are not included in ADAV or ADV calculation.
• With prior notice to the Exchange, a Member may aggregate ADAV and ADV with other Members that control, are controlled by, or are under common control with such Member (as evidenced on such Member’s Form BD).
• The Reserve Quantity of an order is treated as adding displayed volume, and thus, the rebate for adding displayed volume applies to any Reserve Quantity of an order.

Liquidity Provision Tiers

Tier	Rebate Per Share	Required Criteria
Tier 1	$(0.0033)	Member has (1) a Displayed ADAV ≥ 0.40% of the TCV or (2) a Remove ADV ≥ 0.20% of the TCV and a Step-Up ADAV from June 2022 ≥ 0.05% of the TCV
Tier 2	$(0.0032)	Member has an ADAV ≥ 0.20% of the TCV
Tier 3	$(0.0029)	Member has (1) an ADAV ≥ 0.12% of the TCV; or (2) a Step-Up ADAV from April 2022 ≥ 0.04% of the TCV; or (3) a Step-Up Non-Displayed ADAV from April 2022 ≥ 2,000,000 shares
Tier 4	$(0.0026)	Member has (1) an ADAV ≥ 0.075% of the TCV; or (2) a Step-Up Displayed ADAV from April 2022 ≥ 0.02% of the TCV; or (3) a Midpoint ADAV of ≥ 1,000,000 shares

Step-Up Additive Rebate

Tier	Additive Rebate Per Share*	Required Criteria
Tier 1	$(0.0002)	Member has (1) an ADAV ≥ 0.45% of the TCV; or (2) a Step-Up ADAV from August 2022 ≥ 0.10% of the TCV and an ADAV ≥ 0.30% of the TCV

Liquidity Removal Tier

Tier	Fee Per Share	Required Criteria
Tier 1	$0.0029	Member has (1) an ADV ≥ 0.45% of the TCV and an ADAV ≥ 0.20% of the TCV; or (2) an ADV ≥ 1.00% of the TCV

Non-Display Add Tiers

Tier	Rebate Per Share	Required Criteria
Tier 1	$(0.0027)	Member has a Non-Displayed ADAV ≥ 3,000,000 shares
Tier 2	$(0.0024)	Member has a Non-Displayed ADAV ≥ 1,000,000 shares

NBBO Setter Tier

Tier	Additive Rebate Per Share*	Required Criteria
Tier 1	$(0.0003)	Member has an ADAV with respect to orders with Fee Code B ≥ 0.10% of the TCV

Displayed Liquidity Incentive (DLI) Tiers

Tier	Rebate Per Share	Required Criteria
Tier 1	$(0.0032)	Member has an NBBO Time of at least 25% in an average of at least 1,000 securities per trading day during the month
Tier 2	$(0.0029)	Member has an NBBO Time of at least 25% in an average of at least 400 securities per trading day during the month

Definitions and Notes

For purposes of this section, the terms set forth below shall have the following meanings:

1. The term “MPID” shall mean market participant identifier.
2. The term “NBBO Time” shall mean the aggregate of the percentage of time during regular trading hours during which one of a Member’s MPIDs has a displayed order of at least one round lot at the national best bid or the national best offer.
3. The term “quoting requirement” shall mean the requirement that a Member’s NBBO Time be at least 25%.
4. The term “regular trading hours” shall mean the time between 9:30 a.m. and 4:00 p.m. Eastern Time, or such shorter period as may be designated by the Exchange on a day when the securities markets close early.
5. The term “securities requirement” shall mean the requirement that a Member meets the quoting requirement in the applicable number of securities per trading day.

On a daily basis, MEMX will determine the number of securities in which each of a Member’s MPIDs meets the quoting requirement for that day.  MEMX will aggregate the number of securities in which each of a Member’s MPIDs meets the quoting requirement to determine the number of securities in which such Member meets the quoting requirement for that day, provided that a single security in which more than one of such Member’s MPIDs meets the quoting requirement for that day will only be counted once for this purpose.  The quoting requirement with respect to a security must be met by a single MPID and MEMX will not aggregate the NBBO Time across all of a Member’s MPIDs to determine if the quoting requirement has been met.

In order to determine whether a Member meets the applicable securities requirements during a month, the average number of securities in which such Member meets the quoting requirement per trading day during the month will be calculated by summing the number of securities in which each of such Member’s MPIDs met the quoting requirement for each trading day during the month then dividing the resulting sum by the total number of trading days in the month.

With prior notice to the Exchange, a Member may aggregate the quoting activity (but not the NBBO Time) of its MPIDs, consistent with the above, with that of the MPIDs of other Members that control, are controlled by, or are under common control with such Member (as evidenced on such Member’s Form BD).

Membership, Market Data, and Connectivity Fees

Membership

MEMX charges $200 per month to maintain active membership. The MEMX membership fee is assessed to each active Member at the close of business on the first day of each month. If a Member is pending a voluntary termination of rights as a Member pursuant to Rule 2.8 prior to such fee being assessed and the Member does not utilize the facilities of the Exchange while such voluntary termination of rights is pending, then the Member will not be obligated to pay the monthly membership fee. MEMX does not return pro rated fees if a membership is not active for an entire month.

Market Data

DELIVERY	MEMOIR DEPTH	MEMOIR TOP	MEMOIR LAST SALE
Internal Distributor	$1,500	$750	$500
External Distributor	$2,500	$2,000	$2,000
Non-Display Usage not by Trading Platforms1	$1,500	N/A	N/A
Non-Display Usage by Trading Platforms1	$4,000	N/A	N/A
Professional User Fee	$30	$0.012	$0.012
Non-Professional User Fee	$3	$0.012	$0.012
Enterprise Fee3	N/A	$10,000	$10,000
Digital Media Enterprise Fee4	$5,000	$2,000	$2,000

Market Data Definitions:

• Distributor: any entity that receives an Exchange Data product directly from the Exchange or indirectly through another entity and then distributes it internally or externally to a third party.
• External Distributor: a Distributor that receives an Exchange Data product and then distributes that data to a third party or one or more data recipients outside the Distributor’s own organization.
• Internal Distributor: a Distributor that receives an Exchange Data product and then distributes that data to one or more data recipients within the Distributor’s own organization.
• Non-Display Usage: any method of accessing an Exchange Data product that involves access or use by a machine or automated device without access or use of a display by a natural person or persons.
• Non-Professional User: a natural person or qualifying trust that uses Exchange Data only for personal purposes and not for any commercial purpose and, for a natural person who works in the United States, is not: (i) registered or qualified in any capacity with the Securities and Exchange Commission, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association; (ii) engaged as an “investment adviser” as that term is defined in Section 202(a)(11) of the Investment Advisors Act of 1940 (whether or not registered or qualified under that Act); or (iii) employed by a bank or other organization exempt from registration under federal or state securities laws to perform functions that would require registration or qualification if such functions were performed for an organization not so exempt; or, for a natural person who works outside of the United States, does not perform the same functions as would disqualify such person as a Non-Professional User if he or she worked in the United States.
• Professional User: any User other than a Non-Professional User.
• Trading Platform: is any execution platform operated as or by a registered National Securities Exchange (as defined in Section 3(a)(1) of the Exchange Act), an Alternative Trading System (as defined in Rule 300(a) of Regulation ATS), or an Electronic Communications Network (as defined in Rule 600(b)(23) of Regulation NMS).

Connectivity and Application Sessions

Physical Connectivity

Product	Location	Fee
xNet Physical Connection	Primary Data Center	$6,000
xNet Physical Connection	Secondary Data Center	$3,000

Application Sessions

Product	Location	Fee
Order Entry Port	Primary Data Center	$450
Drop Copy Port	Primary Data Center	$450

Notes:

• Fees for Connectivity and Application Sessions are assessed based on each active product at the close of business on the first day of each month.  If a product is cancelled by a Member submission of a written request or via the MEMX User Portal prior to such fee being assessed then the Member will not be obligated to pay the applicable product fee.  MEMX does not return pro rated fees if a product is not used for an entire month.  
• MEMX does not charge for: (1) Order Entry Ports or Drop Copy Ports in the Secondary Data Center, or (2) any Test Facility Ports or MEMOIR Gap Fill Ports.

Additional Fees

Additional fees are set forth in Rule 15.1 of the MEMX Rulebook.  Such fees include Regulatory Transaction Fees collected to fund MEMX’s Section 31 obligations and fees collected through the CRD registration system for registration of associated persons of Members that are not also FINRA members. 

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