(a) Each Exchange member will be assessed a membership fee of $3,000 per year and a trading rights fee of $1,000 per month. The membership fee will be imposed on all persons that are Exchange members as of a date determined by the Exchange in December of each year, and the trading rights fee will be assessed on all persons that are Exchange members as of a date determined by the Exchange in each month. The fees are not refundable in the event that a person ceases to be an Exchange member following the date on which the fees are assessed.

(b) Applicants for membership in the Exchange will be assessed a non-refundable application fee of $2,000. The application fee will be waived for BX Members, approved pursuant to Exchange Rules, who solely conduct an options business.

Adopted Jan. 14, 2009 (SR-BX-2009-004); amended May 18, 2012 (SR-BX-2012-037); amended Apr. 10, 2015 (SR-BX-2015-022), operative Apr. 1, 2015; amended Sept. 17, 2018 (SR-BX-2018-046).

A Sales Fee is assessed by the Exchange to each member for sales of securities through Exchange transaction execution systems with respect to which the Exchange is obligated to pay a fee to the SEC under Section 31 of the Act. The Sales Fee is collected indirectly from members through their clearing firms by NSCC on behalf of the Exchange. The amount of the Sales Fee is equal to (i) the Section 31 fee rate multiplied by (ii) the member's aggregate dollar amount of covered sales resulting from transactions through the Exchange's transaction execution systems during any computational period.

Adopted Jan. 14, 2009 (SR-BX-2009-004); amended Sept. 17, 2018 (SR-BX-2018-046).

(a) The following fees will be collected and retained by FINRA via the Web Central Registration Depository (CRDâ„ ) registration system for the registration of associated persons of Exchange members that are not also FINRA members. FINRA, on behalf of the Exchange, will bill and collect these fees.

General Registration Fees:

$125 for each initial Form U4 filed for the registration of a representative or principal;

$155 for the additional processing of each initial or amended Form U4, Form U5 or Form BD that includes the initial reporting, amendment, or certification of one or more disclosure events or proceedings; and

$70 FINRA Annual System Processing Fee Assessed only during Renewals.

Fingerprint Processing Fees:

$31.25-Initial Submission (Electronic)

$41.25-Initial Submission (Paper)

$20.00-Second Submission (Electronic)

$30.00-Second Submission (Paper)

$31.25-Third Submission (Electronic)

$41.25-Third Submission (Paper)

$30.00-FINRA Processing Fee for Fingerprint Results Submitted by Self-Regulatory Organizations other than FINRA.

Continuing Education Fee:

The Continuing Education Fee will be assessed as to each individual who is required to complete the Regulatory Element of the Continuing Education Requirements pursuant to Exchange General 4, Section 1240. This fee is paid directly to FINRA.

$55 Continuing Education Regulatory Element Session Fee for each individual who is required to complete the Regulatory Element of the Continuing Education Requirements pursuant to Exchange General 4, Section 1240. This fee will be amended on January 1, 2023 as noted below.

Maintaining Qualifications Program (“MQP”) Fee : $100 fee for each individual electing to participate in the continuing education program under FINRA Rule 1240(c) for each year that such individual is participating in the program. Individuals who elect to participate in the program within two years from the termination of a registration would also be assessed any accrued annual fee. This fee is paid directly to FINRA.

The below Continuing Education Regulatory Element Session Fee will be assessed by FINRA commencing on January 1, 2023

$18 Continuing Education Regulatory Element Session Fee for all Registrations. This fee will be assessed as to each individual who is required to complete the Regulatory Element of the Continuing Education Requirements pursuant to Exchange General 4, Section 1240. This fee is paid directly to FINRA.

Adopted Jan 14, 2009 (SR-BX-2009-004). Amended Sept. 14, 2009 (SR-BX-2009-043); amended May 16, 2012 (SR-BX-2012-031), operative June 1, 2012; amended Oct. 26, 2012 (SR-BX-2012-070), operative Jan. 2, 2013; amended Aug. 22, 2013 (SR-BX-2013-049); amended Apr. 10, 2015 (SR-BX-2015-022), operative Apr. 1, 2015; amended Jan. 13, 2016 (SR-BX-2016-004), operative Jan. 4, 2016; amended Sept. 17, 2018 (SR-BX-2018-046); amended November 8, 2021 (SR-BX-2021-052), operative January 2, 2022; amended January 12, 2022 (SR-BX-2022-002), operative January 31, 2022; amended Nov. 21, 2022 (SR-BX-2022-023).

(a) Each BX member, and all applicants for registration as such, shall be required to provide a clearing account number for an account at the National Securities Clearing Corporation ("NSCC") for purposes of permitting the Exchange to debit any undisputed or final fees, fines, charges and/or other monetary sanctions or other monies due and owing to the Exchange or other charges related to the rules, as specified below, and 8000 series rules which are due and owing to BX. If a BX member disputes an invoice, the Exchange will not include the disputed amount in the debit if the member has disputed the amount in writing to the Exchange's designated staff by the 15th of the month, or the following business day if the 15th is not a business day, and the amount in dispute is at least $10,000 or greater. The 8000 Series Rules and the following Rules will be subject to this Section: Equity 7, Section 10 (Membership Fees), Equity 7, Section 115 (Ports and other Services), Equity 7, Section 116 (BX Pre-Trade Risk Management), Equity 7, Section 118 (Nasdaq BX Equities System Order Execution and Routing), Equity 7, Section 121 (BX Trading and Compliance Data Package Fee), Equity 7, Section 127 (Aggregation of Activity of Affiliated Members), Equity 7, Section 129 (Installation, Removal or Relocation), Equity 7, Section 130 (Other Services), General 8, Section 1 (Co-Location Services), General 8, Section 2 (Direct Connectivity), Equity 7, Section 155 (Short Sale Monitor), Equity 7, Section 158 (QView).

(b) All pricing disputes concerning fees or rebates which are billed by the Exchange must be submitted to the Exchange in writing and must be accompanied by supporting documentation.

(1) All pricing disputes must be submitted no later than sixty (60) days after receipt of a billing invoice.

(2) The following Rules will be subject to this Section: Equity 7, Section 10 (Membership Fees), Equity 7, Section 115 (Ports and other Services), Equity 7, Section 116 (BX Pre-Trade Risk Management), Equity 7, Section 118 (Nasdaq BX Equities System Order Execution and Routing), Equity 7, Section 121 (BX Trading and Compliance Data Package Fee), Equity 7, Section 127 (Aggregation of Activity of Affiliated Members), Equity 7, Section 129 (Installation, Removal or Relocation), Equity 7, Section 130 (Other Services), General 8, Section 1 (Co-Location Services), General 8, Section 2 (Direct Connectivity to BX), Equity 7, Section 155 (Short Sale Monitor), Equity 7, Section 158 (QView).

Adopted Oct. 16, 2014 (SR-BX-2014-050), operative Jan. 1, 2015; amended Oct. 24, 2014 (SR-BX-2014-054), operative Jan. 1, 2015; amended Nov. 30, 2016 (SR-BX-2016-066); amended Oct. 18, 2017 (SR-BX-2017-045); amended June 13, 2018 (SR-BX-2018-024); amended Sept. 17, 2018 (SR-BX-2018-046).

The following charges are assessed by the Exchange for ports to establish connectivity to the Nasdaq BX Equities Market, as well as ports to receive data from the Nasdaq BX Equities Market:

¹Temporary 30-Day Fee Waiver for OUCH 5.0 Ports. The Exchange shall offer users a 30-day waiver of the OUCH port fee for up to five newly added OUCH ports with the updated version of the OUCH Order entry protocol, referred to as “OUCH 5.0.” This fee waiver shall be offered for a three-month period, beginning on the date when OUCH 5.0 first becomes available on the Exchange, which such date the Exchange shall announce in an Equity Trader Alert.

• Remote Multicast ITCH Wave Ports:

Mahwah, NJ: $5,275 for installation and then $7,913 per month;

All others: $2,638 for installation and then $5,275 per month.

These fees are subject to a 30-day testing period during which otherwise applicable fees are waived, and a one-year minimum purchase period.

• TradeInfo BX is available to Members for a fee of $95 per user per month.

† Fees are prorated for the first month of service under this section. Upon cancellation, participants are required to pay for service for the remainder of the month, regardless of whether it is the first month of service.

Adopted Jan. 14, 2009 (SR-BX-2009-004); amended Mar. 20, 2009 (SR-BX-2009-05); amended May 1, 2009 (SR-BX-2009-023); amended July 1, 2009 (SR-BX-2009-036); amended August 3, 2009 (SR-BX-2009-046); amended Oct. 5, 2009 (SR-BX-2009-62); amended Dec. 28, 2011 (SR-BX-2011-088), operative Jan. 3, 2012; amended Aug. 28, 2013 (SR-BX-2013-051); amended Feb. 14, 2014 (SR-BX-2014-005), operative Mar. 16, 2014; amended Sep. 30, 2014 (SR-BX-2014-047); amended Dec. 29, 2015 (SR-BX-2015-087), operative Jan. 28, 2016; amended Feb. 23, 2016 (SR-BX-2016-013), operative Feb. 1, 2016; amended Nov. 30, 2016 (SR-BX-2016-066); amended Feb. 1, 2017 (SR-BX-2017-003); amended Feb. 9, 2017 (SR-BX-2017-010); amended Sept. 17, 2018 (SR-BX-2018-046); amended Oct. 18, 2017 (SR-BX-2017-045); amended Dec. 20, 2018 (SR-BX-2018-066), operative Jan. 2, 2019; amended Sep. 1, 2022 (SR-BX-2022-016); amended Oct. 24, 2022 (SR-BX-2022-021); amended Mar. 1, 2024 (SR-BX-2024-008).

(a) Users of BX Pre-trade Risk Management ("PRM") will be assessed a monthly fee based on the following table, and such fees will not exceed $25,000 per member firm, per month:

^† Fees are assessed in full month increments under this section, and thus are not prorated.

(b) Users of PRM services specified below will be assessed the following charges in addition to the applicable PRM-enabled port charges:

Adopted Aug. 16, 2011 (SR-BX-2011-057), operative Sept. 1, 2011; amended Feb. 1, 2017 (SR-BX-2017-003); amended Feb. 9, 2017 (SR-BX-2017-010); amended Sept. 17, 2018 (SR-BX-2018-046).

(a) The following charges and credits shall apply to the use of the order execution and routing services of the Nasdaq BX Equities System by members for all securities priced at $1 or more per share that it trades. As used in this rule, the term "Consolidated Volume" shall mean the total consolidated volume reported to all consolidated transaction reporting plans by all exchanges and trade reporting facilities during a month in equity securities, excluding executed orders with a size of less than one round lot. For purposes of calculating Consolidated Volume and the extent of a member's trading activity, the following shall be excluded from both total Consolidated Volume and the member’s trading activity: (1) the date of the annual reconstitution of the Russell Investments Indexes; (2) the dates on which stock options, stock index options, and stock index futures expire (i.e., the third Friday of March, June, September, and December); (3) the dates of the rebalance of the MSCI Equities Indexes (i.e., on a quarterly basis); (4) the dates of the rebalance of the S&P 400, S&P 500, and S&P 600 Indexes (i.e., on a quarterly basis); and (5) the date of the annual reconstitution of the Nasdaq-100 and Nasdaq Biotechnology Indexes. As used in this rule, "price improvement" shall mean instances when the accepted price of an order differs from the executed price of an order.  For purposes of calculating a member’s qualifications for fees that pertain to providing liquidity set forth in this Section 118(a), the Exchange will calculate a member’s volume and total Consolidated Volume twice.  First, the Exchange will calculate a member’s volume and total Consolidated Volume inclusive of volume that consists of executions in securities priced less than $1.  Second, the Exchange will calculate a member’s volume and total Consolidated Volume exclusive of volume that consists of executions in securities priced less than $1, while also increasing the distinct qualifying volume percentage thresholds, as set forth in this Section 118(a), by 10%.  The Exchange will then assess which of these two calculations would qualify the member for the most advantageous fees for the month and then it will apply those to the member.

(b) The following charges shall apply to the use of the order execution services of the Nasdaq BX Equities System by members for all securities priced at less than $1 per share that it trades.

(c) For purposes of determining a member's average daily volume for this Section, any day that the market is not open for the entire trading day will be excluded from such calculation.

(d) Reserved

(e) Retail Price Improvement Program Pricing for Retail Orders and Retail Price Improvement Orders

Notwithstanding the foregoing, the following fees and credits shall apply to execution of Retail Orders and Retail Price Improvement Orders under Rule 4780:

^†For purposes of determining a member’s volume for Equity 7, Section 118, such Retail Orders (i.e., accepted Retail Orders greater than or equal to $10,000 that access liquidity provided by Retail Price Improvement Orders) will be excluded from such calculations.

(f) Qualified Market Maker ("QMM") Program

(1) General QMM Requirements. A member may be designated as a QMM if the member (i) quotes at the NBBO at least a specified percentage of the time (as set forth in subsection (f)(2)) during Market Hours in an average of at least a specified number of securities (as set forth in subsection (f)(2)) per day during a month, and (ii) provides add volume of at least a specified percentage (as set forth in subsection (f)(2)) of total Consolidated Volume during a month. For purposes of this rule, a member is considered to be quoting at the NBBO if one of its MPIDs has a displayed order at either the national best bid or the national best offer or both the national best bid and offer. On a daily basis, the Exchange will determine the number of securities in which each of a member's MPIDs satisfied the NBBO quoting requirement. The Exchange will aggregate all of a member's MPIDs to determine the number of securities for purposes of the NBBO quoting requirement. To qualify for QMM designation, the member must meet the requirement for an average of the specified number of securities (as set forth in subsection (f)(2)) per day over the course of the month.

(2) Discounts Applicable to QMMs

(i) To the extent that the Exchange designates a member to be a QMM because it quotes at the NBBO at least 10% of the time during Market Hours in an average of at least 325 securities per day during a month and provides add volume of at least 0.07% of total Consolidated Volume during a month, then the Exchange will provide the QMM with a discount of $0.0001 per share executed with respect to the fees that the QMM otherwise incurs, pursuant to Section 118(a) herein, for entering displayed orders in securities priced at $1 or more that provide liquidity to the Exchange.

(g) Enhanced Market Quality Program

As set forth below, the Exchange shall provide a lump sum payment at the end of each month (a "BX Fixed Payment") to a member to the extent that the member, through one or more of its MPIDs, quotes at the NBBO for at least a threshold percentage of the time during Market Hours in an average number of securities per day during the month (as specified below). On a daily basis, the Exchange will determine the number of securities in which each of a member's MPIDs satisfied the NBBO requirement. The Exchange will aggregate all of a member's MPIDs to determine the number of securities for purposes of the NBBO requirement. For purposes of this program, a member will be deemed to quote at the NBBO in a security if it quotes a displayed order of at least 100 shares in the security and prices the order at either the national best bid or the national best offer or both the national best bid and offer for the security. The Exchange will determine the amount of the BX Fixed Payment that it pays to a qualifying member by multiplying the average daily number of its qualifying securities during the month (rounded to the nearest whole number) within the range set forth in the Tier and Class (defined below) by the applicable amounts set forth in the following paragraphs and adding the specified lump sum, where applicable. For purposes of determining the applicable BX Fixed Payment, the Exchange will also maintain lists of the top 1,500 securities in each of Tapes A and B, as ranked by total value traded during the second month prior to the current month, and divide the securities into three equal Classes apiece in ascending order (i.e., the lowest 500 securities in Class 1, the middle 500 securities in Class 2, and the top 500 securities in Class 3), with each Class being assigned a corresponding BX Fixed Payment amount. For members that meet the NBBO requirement for a requisite number of qualifying securities during a month to qualify for a particular Tier, the member will receive the BX Fixed Payment that corresponds to the combination of: (i) that Tier; and (ii) the Class in which the Exchange has placed the qualifying securities for that month.

A member that qualifies for a BX Fixed Payment for securities in each of Tapes A and B and in multiple Classes within each Tape will receive BX Fixed Payments covering qualifying securities in both Tapes, and within each Tape, for each of the applicable Classes, but within each Tape and Class, a member may only qualify for one Tier during a month. The Exchange will pay the BX Fixed Payment in addition to other rebates or fees provided under Equity 7, Sections 118(a) - (f).

As of the outset of every month, the Exchange will reevaluate and, as applicable, update its lists of securities in each Class, and it will publish its updated lists on its website as of the outset of the month in which they will apply.

(h) For purposes of all Consolidated Volume and ADV calculations under this Section for the month of December 2023, BX will exclude December 13, 2023, if doing so will allow a member to achieve more favorable pricing under the rule.

Adopted Jan. 14, 2009 (SR-BX-2009-004); amended Mar. 2, 2009 (SR-BX-2009-12); amended Apr. 1, 2009 (SR-BX-2009-18); amended Aug. 17, 2009 (SR-BX-2009-049); amended Aug. 17, 2009 (SR-BX-2009-050), operational Sep. 1, 2009; amended Oct. 22, 2009 (SR-BX-2009-55), operational Apr. 1, 2009; amended Oct. 28, 2009 (SR-BX-2009-070), operational Nov. 2, 2009; amended Jan. 29, 2010 (SR-BX-2010-013), operational Feb. 1, 2010; amended Apr. 13, 2010 (SR-BX-2010-030); operational Apr. 15, 2010; amended May 3, 2010 (SR-BX-2010-035); amended Oct. 27, 2010 (SR-BX-2010-074), operational Nov. 1, 2010; amended Nov. 24, 2010 (SR-BX-2010-082); amended Dec. 22, 2010 (SR-BX-2010-092), operational Jan. 3, 2011; amended May 25, 2011 (SR-BX-2011-030), operational June 1, 2011; amended Nov. 22, 2011 (SR-BX-2011-078); amended Nov. 29, 2011 (SR-BX-2011-082), operational Dec. 1, 2011; amended March 1, 2012 (SR-BX-2012-016); amended March 29, 2012 (SR-BX-2012-021), operative April 2, 2012; amended April 26, 2012 (SR-BX-2012-028), operative May 1, 2012; amended May 14, 2012 (SR-BX-2012-033), operative June 1, 2012; amended May 24, 2012 (SR-BX-2012-038), operative July 2, 2012; amended June 25, 2012 (SR-BX-2012-042), operative July 2, 2012; amended June 28, 2012 (SR-BX-2012-044), operative July 2, 2012; amended July 31, 2012 (SR-BX-2012-058), operative Aug. 1, 2012; amended Oct. 1, 2012 (SR-BX-2012-067); amended Jan. 31, 2013 (SR-BX-2013-011), operative Feb. 1, 2013; amended Feb. 27, 2013 (SR-BX-2013-019); amended Apr. 30, 2013 (SR-BX-2013-034), operative May 1, 2013; amended June 3, 2013 (SR-Phlx-2013-038); amended July 26, 2013 (SR-BX-2013-044), operative Aug. 1, 2013; amended Aug. 28, 2013 (SR-BX-2013-051); amended Sep. 27, 2013 (SR-BX-2013-054), operative Oct. 1, 2013; amended Nov. 29, 2013 (SR-BX-2013-059), operative Dec. 2, 2013; amended Dec. 30, 2013 (SR-BX-2013-065), operative Jan. 2, 2014; amended Jan. 22, 2014 (SR-BX-2014-006); amended Feb. 3, 2014 (SR-BX-2014-009); amended Apr. 8, 2014 (SR-BX-2014-018); amended June 6, 2014 (SR-BX-2014-031); amended Oct. 23, 2014 (SR-BX-2014-053), operative Nov. 3, 2014; amended Nov. 12, 2014 (SR-BX-2014-056); amended Dec. 3, 2014 (SR-BX-2014-059), operative Dec. 1, 2014; amended Jan. 12, 2015 (SR-BX-2015-005); amended Feb. 9, 2015 (SR-BX-2015-011); amended Feb. 11, 2015 (SR-BX-2015-013); amended Apr. 10, 2015 (SR-BX-2015-022), operative Apr. 1, 2015; amended June 1, 2015 (SR-BX-2015-033); amended July 1, 2015 (SR-BX-2015-038); amended Sept. 1, 2015 (SR-BX-2015-056); amended Jan. 4, 2016 (SR-BX-2016-001); amended Feb. 29, 2016 (SR-BX-2016-014), operative Mar. 1, 2016; amended Mar. 30, 2016 (SR-BX-2016-020), operative Apr. 1, 2016; amended May 31, 2016 (SR-BX-2016-029); amended June 30, 2016 (SR-BX-2016-041), operative July 1, 2016; amended Mar. 1, 2017 (SR-BX-2017-017); amended Apr. 3, 2017 (SR-BX-2017-019); amended Apr. 11, 2017 (SR-BX-2017-020); amended June 1, 2017 (SR-BX-2017-028); amended June 30, 2017 (SR-BX-2017-031); amended Oct. 18, 2017 (SR-BX-2017-045); amended Nov. 1, 2017 (SR-BX-2017-050); amended Apr. 2, 2018 (SR-BX-2018-011); amended Apr. 30, 2018 (SR-BX-2018-018), operative May 1, 2018; amended June 29, 2018 (SR-BX-2018-028), operative July 1, 2018; amended July 10, 2018 (SR-BX-2018-032); amended July 31, 2018 (SR-BX-2018-037), operative Aug. 1, 2018; amended Sept. 4, 2018 (SR-BX-2018-043; amended Sept. 17, 2018 (SR-BX-2018-046); amended Nov. 1, 2018 (SR-BX-2018-053); amended Nov. 6, 2018 (SR-BX-2018-054); amended Nov. 16, 2018 (SR-BX-2018-057); amended Dec. 3, 2018 (SR-BX-2018-062); amended Dec. 21, 2018 (SR-BX-2018-069), operative Jan. 2, 2019; amended Mar. 1, 2019 (SR-BX-2019-003); amended Apr. 1, 2019 (SR-BX-2019-006); amended May 1, 2019 (SR-BX-2019-012); amended May 1, 2019 (SR-BX-2019-013); amended May 13, 2019 (SR-BX-2019-014); amended May 22, 2019 (SR-BX-2019-016); amended June 4, 2019 (SR-BX-2019-019); amended July 1, 2019 (SR-BX-2019-024); amended July 11, 2019 (SR-BX-2019-026); amended Aug. 29, 2019 (SR-BX-2019-029); amended Sept. 3, 2019 (SR-BX-2019-030); amended Sept. 12, 2019 (SR-BX-2019-031); amended Sept. 30, 2019 (SR-BX-2019-035), operative Oct. 1, 2019; amended Nov. 30, 2019 (SR-BX-2019-041), operative Dec. 2, 2019; amended Dec. 6, 2019 (SR-BX-2019-043); amended Dec. 9, 2019 (SR-BX-2019-044); amended Dec. 11, 2019 (SR-BX-2019-045); amended May 1, 2020 (SR-BX-2020-008); amended June 1, 2020 (SR-BX-2020-010); amended June 10, 2020 (SR-BX-2020-011); amended Aug. 3, 2020 (SR-BX-2020-018); amended Sep. 1, 2020 (SR-BX-2020-025); amended Apr. 1, 2021 (SR-BX-2021-011); amended Apr. 13, 2021 (SR-BX-2021-014 ); amended May 19, 2021 (SR-BX-2021-024); amended June 10, 2021 (SR-BX-2021-028); amended Oct. 1, 2021 (SR-BX-2021-044); amended Oct. 12, 2021 (SR-BX-2021-047); amended Jul. 1, 2022 (SR-BX-2022-010); amended Oct. 3, 2022 (SR-BX-2022-018); amended Oct. 11, 2022 (SR-BX-2022-019); amended Apr. 3, 2023 (SR-BX-2023-008); amended May 1, 2023 (SR-BX-2023-010); amended Jun. 1, 2023 (SR-BX-2023-015); amended Aug. 1, 2023 (SR-BX-2023-018); amended Sep. 1, 2023 (SR-BX-2023-022); amended Sep. 29, 2023 (SR-BX-2023-024), operative Oct. 1, 2023; amended Dec. 21, 2023 (SR-BX-2023-034); amended Jan. 2, 2024 (SR-BX-2024-001); amended Feb. 1, 2024 (SR-BX-2024-004).

(a) The charge to be paid by Distributors of the following real time data feeds of the Exchange shall be:

(b) A "distributor" of Exchange data is any entity that receives a feed or data file of Exchange data directly from the Exchange or indirectly through another entity and then distributes it either internally (within that entity) or externally (outside that entity). All distributors shall execute an Exchange distributor agreement. The Exchange itself is a vendor of its data feed(s) and has executed an Exchange distributor agreement and pays the distributor charge.

(c) "Direct Access" means a telecommunications interface with the Exchange for receiving Exchange data, or receiving an Exchange data feed within the Exchange co-location facility, or receiving Exchange data via an Extranet access provider or other such provider that is fee-liable under Equity 7, Section 125.

Adopted Mar. 20, 2009 (SR-BX-2009-005); amended Nov. 24, 2010 (SR-BX-2010-081), operative Dec. 1, 2010; amended Dec. 9, 2010 (SR-BX-2010-089), operative Jan. 1, 2011; amended Dec. 9, 2010 (SR-BX-2010-089), operative Jan. 1, 2011; amended May 20, 2011 (SR-BX-2011-028); amended Dec. 20, 2016 (SR-BX-2016-073); amended Sept. 17, 2018 (SR-BX-2018-046).

BX Participants shall be entitled to receive the BX Trading and Compliance Data Package via NasdaqTrader.com. The BX Trading and Compliance Data Package provides historical data reports containing trading reporting information about the Participant's own activity in BX, for delivery on an end-of-day or T+1 basis. The Exchange may modify the contents of the BX Trading and Compliance Data Package from time to time based on subscriber interest. There shall be no fee for the BX Trading and Compliance Data Package.

Adopted Feb. 8, 2012 (SR-BX-2012-009); amended Sept. 17, 2018 (SR-BX-2018-046).

Administrative Reports — $25 per user, per month.

Adopted Jan. 14, 2009 (SR-BX-2009-004); amended Sept. 17, 2018 (SR-BX-2018-046).

(a) BX TotalView Entitlement

The BX TotalView entitlement allows a subscriber to see all individual Nasdaq BX Equities System participant orders and quotes displayed in the system, the aggregate size of such orders and quotes at each price level, and the trade data for executions that occur within the Nasdaq BX Equities System.

(1) Except as provided elsewhere in this Section, for the BX TotalView entitlement there shall be a $20 monthly charge for each Subscriber of BX TotalView for Nasdaq issues and a $20 monthly charge for each Subscriber of BX TotalView for NYSE and regional issues for display usage or non-display usage not based upon Direct Access.

(2) Distributors shall pay a monthly fee of $55 for each Professional Subscriber for non-display usage of BX TotalView for all issues based upon Direct Access.

(3) As an alternative to (a)(2), a market participant may purchase an enterprise license at a rate of $20,000 per month for internal use of non-display data, based upon Direct Access. The enterprise license entitles a distributor to provide BX TotalView to an unlimited number of non-display devices within its firm.

(4) Free-Trial Offers

(A) For a period of one year from the launch of the Nasdaq BX Equities System, the Exchange shall waive the Subscriber fee, Direct Access fees, and Distributor fees for BX TotalView.

(B) After the period of one year from the launch of the Nasdaq BX Equities System, the Exchange shall offer all new individual Subscribers and potential new individual Subscribers a 30-day waiver of the user fees for BX TotalView. This fee waiver period shall be applied on a rolling basis, determined by the date on which a new individual Subscriber or potential individual Subscriber is first entitled by a distributor to receive access to BX TotalView. A distributor may only provide this waiver to a specific individual Subscriber once.

For the period of any waiver, the BX TotalView fees of $20 or $55 per Subscriber per month, as applicable, shall be waived.

(b) Non-Professional Services

(1) The charge to be paid by non-professional subscribers for access to TotalView Service through an authorized vendor shall be $1.00 per interrogation device per month.

(2) A "non-professional" is a natural person who is neither:

(A) registered or qualified in any capacity with the Commission, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association;

(B) engaged as an "investment adviser" as that term is defined in Section 201(11) of the Investment Advisors Act of 1940 (whether or not registered or qualified under that Act); nor

(C) 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.

(c) A "Subscriber" is any access that a distributor of the data entitlement package(s) provides to: (1) access the information in the data entitlement package(s); or (2) communicate with the distributor so as to cause the distributor to access the information in the data entitlement package(s). If a Subscriber is part of an electronic network between computers used for investment, trading or order routing activities, the burden shall be on the distributor to demonstrate that the particular Subscriber should not have to pay for an entitlement. For example, in some display systems the distributor gives the Subscriber a choice to see the data or not; a Subscriber that chooses not to see the data would not be charged. Similarly, in a non-display system, Subscribers may have a choice of basic or advanced computerized trading or order routing services, where only the advanced version uses the information. Subscribers of the basic service then would be excluded from the entitlement requirement.

Adopted Mar. 20, 2009 (SR-BX-2009-005); amended June 10, 2010 (SR-BX-2010-027); amended Oct. 18, 2017 (SR-BX-2017-045); amended Dec. 26, 2017 (SR-BX-2017-058), operative Jan. 1, 2018; amended Jan. 5, 2018 (SR-BX-2018-002); amended Jan. 18, 2018 (SR-BX-2018-005); amended Sept. 17, 2018 (SR-BX-2018-046); amended May 12, 2023 (SR-BX-2023-012), operative Jun. 1, 2023.

(a) Definitions: For purposes of this Section 125:

(1) The term "Equipment Configuration" shall mean any line, circuit, router package, or other technical configuration used to provide a connection to the Exchange market data feeds.

(2) The term "Extranet Provider" shall mean any entity that has signed the Exchange Extranet Connection Agreement and that establishes a telecommunications connection in the Exchange's co-location facility.

(3) The term "Distributor" shall have the meaning set forth in Equity 7, Section 119(b).

(b) Extranet Providers that establish a connection with the Exchange to offer direct access connectivity to market data feeds shall be assessed a monthly access and redistribution fee of $1,000 per Equipment Configuration. If an Extranet Provider uses multiple Equipment Configurations to provide Exchange market data feeds to recipients, the access and redistribution fee shall apply to each such Equipment Configuration. Extranet Providers that use the same Equipment Configuration for the receipt of equities and options Exchange market data feeds will be assessed a single fee for that Equipment Configuration.

(c) Distributors (other than Extranet Providers) that utilize a Direct Circuit Connection to the Exchange pursuant to General 8, Section 2(a) to receive Exchange market data feeds shall be assessed a monthly access and redistribution fee of $1,000 per Direct Circuit Connection. If a Distributor (other than an Extranet Provider) uses multiple Direct Circuit Connections to receive market data feeds, the monthly fee shall apply to each. Distributors that use the same Direct Circuit Connection for the receipt of equities and options Exchange market data feeds will be assessed a single fee for that Direct Circuit Connection.

(d) The access and redistribution fees set forth above will not be charged for connectivity to market data feeds containing only consolidated data. For purposes of this Section, consolidated data is data disseminated by the Securities Information Processor for the Consolidated Tape Association Plan.

Adopted Mar. 20, 2009 (SR-BX-2009-005); amended Dec. 19, 2013 (SR-BX-2013-063), operative Jan. 2, 2014; amended Jan. 31, 2014 (SR-BX-2014-008); amended Mar. 28, 2014 (SR-BX-2014-015), operative Apr. 1, 2014; amended Jan. 5, 2015 (SR-BX-2015-003); amended Sep. 29, 2017 (SR-BX-2017-041); amended Oct. 2, 2017 (SR-BX-2017-042); amended Oct. 12, 2017 (SR-BX-2017-043); amended Oct. 25, 2017 (SR-BX-2017-048); amended June 13, 2018 (SR-BX-2018-024); amended Sept. 17, 2018 (SR-BX-2018-046).

(a) Managed Data Solutions.

Distributors and Subscribers of Managed Data Solutions products containing BX TotalView data (non-display use only) shall pay the following fees:

(b) Hardware-Based Delivery of BX Depth data

The charges to be paid by Distributors for processing BX Depth data sourced from a BX hardware-based market data format shall be:

(c) Definitions

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

(1) The term "Non-Professional" shall have the same meaning as set forth in Equity 7, Section 123(b).

(2) The term "Distributor" shall have the same meaning as set forth in Equity 7, Section 119(b).

(3) The term "Subscriber" shall have the same meaning as set forth in Equity 7, Section 123(c).

(4) The term "BX TotalView" shall have the same meaning as set forth in Equity 7, Section 123(a).

(5) The term “BX Depth data” shall mean any data feed set forth in Equity 7, Section 123.

(6) The term “Hardware-Based Delivery” means that a distributor is processing data sourced from a hardware-coded market data format such as field-programmable gate array (“FPGA”) technology.

(d) Distributors of BX Depth data also are subject to the market data fees set forth in this Section and Equity 7, Sections 119(a) and 123.

Adopted Feb. 22, 2013 (SR-BX-2013-018), operative Mar. 1, 2013; amended Dec. 18, 2015 (SR-BX-2015-084), operative Jan. 1, 2016; amended Sept. 17, 2018 (SR-BX-2018-046); amended May 23, 2023 (SR-BX-2023-014), operative Jun. 1, 2023; amended Jul. 11, 2023 (SR-BX-2023-016); amended Aug. 9, 2023 (SR-BX-2023-020).

(a) For purposes of applying any provision of the Equity 7 Rules where the charge assessed, or credit provided, by the Exchange depends upon the volume of a member's activity, a member may request that the Exchange aggregate its activity with the activity of its affiliates.

(1) A member requesting aggregation of affiliate activity shall be required to certify to the Exchange the affiliate status of entities whose activity it seeks to aggregate prior to receiving approval for aggregation, and shall be required to inform the Exchange immediately of any event that causes an entity to cease to be an affiliate. The Exchange shall review available information regarding the entities, and reserves the right to request additional information to verify the affiliate status of an entity. The Exchange shall approve a request unless it determines that the certification is not accurate.

(2) If two or more members become affiliated on or prior to the sixteenth day of a month, and submit the required request for aggregation on or prior to the twenty-second day of the month, an approval of the request by the Exchange shall be deemed to be effective as of the first day of that month. If two or more members become affiliated after the sixteenth day of a month, or submit a request for aggregation after the twenty-second day of the month, an approval of the request by the Exchange shall be deemed to be effective as of the first day of the next calendar month.

(b) For purposes of applying any provision of the Equity 7 Rules where the charge assessed, or credit provided, by the Exchange depends upon the volume of a member's activity, references to an entity (including references to a "member" or a "participant") shall be deemed to include the entity and its affiliates that have been approved for aggregation.

(c) For purposes of this Section 127, the term "affiliate" of a member shall mean any member under 75% common ownership or control of that member.

Adopted Jan. 14, 2009 (SR-BX-2009-004); amended July 1, 2011 (SR-BX-2011-042); amended Aug. 21, 2014 (SR-BX-2014-041), operative Dec. 1, 2014; amended Sept. 17, 2018 (SR-BX-2018-046).

Upon installation, removal, relocation of terminal and related equipment, or combination thereof, the subscriber shall pay charges incurred by the Exchange, on behalf of the subscriber for the work being performed by the maintenance organization retained by the Exchange.

Adopted Jan. 14, 2009 (SR-BX-2009-004); amended Sept. 17, 2018 (SR-BX-2018-046).

(a) Reserved

(b) Other Requests for Data

The Exchange may impose and collect compensatory charges for data the Exchange supplied upon request, where there is no provision elsewhere in this Equity 7 or General 8, Sections 1-2 for charges for such service or sale.

(c) Reserved

(d) Testing Facilities

The Exchange operates two test environments. One is located in Ashburn, Virginia and the other in Carteret, New Jersey. Unless otherwise noted, reference to the "Testing Facility" applies to both environments.

(1) Subscribers that conduct tests of their Exchange access protocols connection or market data vendor feeds through the Exchange's Testing Facility (Testing Facility) shall pay $300 per port, per month.¹ This fee will be waived for BX Options testing.

(2) Subscribers to the Testing Facility located in Carteret, New Jersey shall pay a fee of $1,055 per hand-off, per month for connection to the Testing Facility. The handoff fee includes either a 1Gb or 10Gb switch port and a cross connect to the Testing Facility. Subscribers shall also pay a one-time installation fee of $1,055 per hand-off.

The connectivity provided under this Section also provides connectivity to the other testing environments of The Nasdaq Stock Market LLC, Nasdaq PHLX LLC, Nasdaq ISE, LLC, Nasdaq MRX LLC, and Nasdaq GEMX, LLC.

¹Temporary 30-Day Fee Waiver for OUCH 5.0 Testing Facility Ports. The Exchange shall offer subscribers a 30-day waiver of the $300 Testing Facility fee in this paragraph (d)(1) of Section 130 for up to five newly added OUCH Testing Facility ports with the updated version of the OUCH Order entry protocol, referred to as “OUCH 5.0.” This fee waiver shall be offered for a three-month period, beginning on a date to be specified by the Exchange in an Equity Trader Alert.

Adopted Mar. 20, 2009 (SR-BX-2009-005); amended Oct. 29, 2010 (SR-BX-2010-075), operative Nov. 1, 2010; amended May 18, 2012 (SR-BX-2012-037); amended Nov. 27, 2013 (SR-BX-2013-058); amended Oct. 18, 2017 (SR-BX-2017-045); amended Jan. 22, 2018 (SR-BX-2018-006), operative Feb. 21, 2018; amended June 13, 2018 (SR-BX-2018-024); amended Sept. 17, 2018 (SR-BX-2018-046); amended Oct. 24, 2022 (SR-BX-2022-021); amended Mar. 1, 2024 (SR-BX-2024-008).

Distributors may elect to have the charges for the month of commencement or termination of service be billed on a full month basis or prorated based on the number of trade days in that month.

Adopted Mar. 20, 2009 (SR-BX-2009-005); amended Sept. 17, 2018 (SR-BX-2018-046).

The Monthly Administrative Fee shall be assessed to market data distributors that receive any proprietary Exchange data feed product. Each such distributor shall, on a monthly basis, be assessed the higher of the applicable Monthly Administrative Fees:

The Exchange may waive the foregoing fee for colleges and universities for devices used by students and professors in performing university or college research or classroom-related activities. The Monthly Administrative Fee will be waived for BX Members, approved pursuant to Exchange Rules, who solely conduct an options business.

Adopted Mar. 20, 2009 (SR-BX-2009-005); amended May 18, 2012 (SR-BX-2012-037); amended Dec. 14, 2016 (SR-BX-2016-071), operative Jan. 1, 2017; amended Sept. 17, 2018 (SR-BX-2018-046).

(a) BX Last Sale. The Exchange shall offer proprietary data feeds containing real-time last sale information for trades executed on the Exchange. There shall be no fee for BX Last Sale Data Feeds.

(1) "BX Last Sale for Nasdaq" shall contain all transaction reports for Nasdaq-listed securities; and

(2) "BX Last Sale for NYSE/Amex" shall contain all such transaction reports for NYSE- and Amex-listed securities.

(b) Nasdaq Last Sale Plus ("NLS Plus"). NLS Plus is a comprehensive data feed produced by Nasdaq Information LLC. It provides last sale data from the     Nasdaq U.S. equity markets (BX, The Nasdaq Stock Market ("Nasdaq"), and Nasdaq PSX ("PSX")) and the FINRA/Nasdaq Trade Reporting Facility ("TRF"). NLS Plus also reflects cumulative volume real-time trading activity across all U.S. exchanges for Tape A, B and C securities. NLS Plus also contains the following data from the Nasdaq U.S. equity markets: Trade Price, Trade Size, Sale Condition Modifiers, Adjusted Closing Price, IPO Information, and Bloomberg ID. Additionally, pertinent regulatory information such as Market Wide Circuit Breaker, Reg SHO Short Sale Price Test Restricted Indicator, Trading Action, and Symbol Directory are included. In addition, Nasdaq Last Sale Plus provides a consolidated end of day trade summary for Tape A, B and C securities. NLS Plus may be received by itself or in combination with Nasdaq Basic.

(1) Firms that receive NLS Plus shall pay the monthly administrative fees for NLS, BX Last Sale, and PSX Last Sale. Additionally, Internal Distributors or External Distributors shall pay a data consolidation fee of $350 per month. "Internal Distributors" are Distributors that receive NLS Plus data and then distribute that data to one or more Subscribers within the Distributor's own entity. "External Distributors" are Distributors that receive NLS Plus data and then distribute that data to one or more Subscribers outside the Distributor's own entity.

(2) Firms that receive NLS Plus would either be liable for NLS fees or Nasdaq Basic fees.

(3) In the event that Nasdaq BX and/or Nasdaq PHLX adopt user fees for BX Last Sale and/or PSX Last Sale, firms that receive NLS Plus would also be liable for such fees.

(4) Firms that purchase a market data enterprise license for display usage under Equity 7, Section 132 of the Nasdaq Rulebook shall not pay monthly administrative fees for NLS, BX Last Sale and PSX Last Sale, a data consolidation fee for Internal or External Distributors, or user fees for BX Last Sale and/or PSX Last Sale, in the event that such fees are adopted.

Adopted Dec. 1, 2009 (SR-BX-2009-077); amended Aug. 5, 2015 (SR-BX-2015-047); amended Aug. 24, 2015 (SR-BX-2015-054); amended Oct. 27, 2015 (SR-BX-2015-063), operative Oct. 16, 2015; amended Dec. 14, 2015 (SR-BX-2015-082); amended Feb. 15, 2017 (SR-BX-2017-012); amended Oct. 18, 2017 (SR-BX-2017-045); amended July 3, 2018 (SR-BX-2018-031); amended July 17, 2018 (SR-BX-2018-034); amended July 27, 2018 (SR-BX-2018-036); amended Sept. 17, 2018 (SR-BX-2018-046; amended March 19, 2021 (SR-BX-2021-008), operative May 17, 2021.

(a) The Exchange shall offer proprietary data feeds containing real-time market information from the Exchange Market Center. There shall be no fee for BX BBO Feeds.

(1) "BX BBO for Nasdaq" shall contain the Exchange's best bid and offer for Nasdaq-listed securities;

(2) "BX BBO for NYSE" shall contain the Exchange's best bid and offer for NYSE-listed securities; and

(3) "BX BBO for Amex" shall contain the Exchange's best bid and offer for Amex-listed securities.

Adopted Dec. 1, 2009 (SR-BX-2009-077); amended Sept. 17, 2018 (SR-BX-2018-046).

(a) The Short Sale Monitor is a real-time surveillance and alert tool that assists member firms with monitoring and post trade analysis of their short sale and short sale exempt trades reported to the FINRA/Nasdaq Trade Reporting Facility ("TRF"), which includes real-time alerts of covered securities subject to the restrictions of SEC Rule 201, reports of a member firm's trades marked as "short" that are subject to the restrictions of SEC Rule 201, and reports of a member firm's trades marked as "short exempt."

The Short Sale Monitor is available to each member firm at no cost for a trial period ending March 31, 2011, and for a fee of $750 per MPID, per month thereafter.

(b) The BX Data Add-On service provides an MPID subscribed to the Short Sale Monitor subscription with a record of trades in covered securities executed on BX that are marked "short exempt." The BX Data Add-On service is available at no cost for a trial period ending March 31, 2011, and for a fee of $50 per MPID, per month. An MPID subscribed to the Short Sale Monitor of Nasdaq or Nasdaq PSX need not subscribe additionally to the BX Short Sale Monitor to subscribe to the BX Data Add-On service.

Adopted February 4, 2011 (SR-BX-2011-008); amended Oct. 18, 2017 (SR-BX-2017-045); amended Sept. 17, 2018 (SR-BX-2018-046).

QView is a web-based tool designed to give a subscribing member the ability to track its order flow on BX, and create both real-time and historical reports of such order flow. Members may subscribe to QView for a fee of $200 per month, per member firm.

Adopted Sep. 21, 2012 (SR-BX-2012-061); amended Oct. 9, 2012 (SR-BX-2012-068), operative Oct.15, 2012; amended Sept. 17, 2018 (SR-BX-2018-046).