(a) The exchange calculates fees on a trade date basis.

Policy for amending billing information: corrections submitted after trade date and prior to the issuance of an invoice by the exchange must be submitted to the Exchange in writing and must be accompanied by supporting documentation. Only members may submit trade corrections.

All billing disputes must be submitted to the Exchange in writing and must be accompanied by supporting documentation. All disputes must be submitted no later than sixty (60) days after receipt of a billing invoice, except for disputes concerning Nasdaq PSX fees and proprietary data feed fees. The Exchange calculates fees on a trade date basis. Only members may submit billing disputes.

(b) For PSX Equities: For purposes of determining average daily volume or volume-based pricing hereunder, any day that the market is not open for the entire trading day will be excluded from such calculation.

Amended Jan. 20, 2016 (SR-Phlx-2016-09); amended Feb. 26, 2016 (SR-Phlx-2016-30); amended Apr. 1, 2016 (SR-Phlx-2016-45), operative May 1, 2016; amended October 18, 2018 (SR-Phlx-2018-66); amended Aug. 28, 2019 (SR-Phlx-2019-31).

(a) Each member organization, 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 Rule 924. If a 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.

Adopted January 16, 2004 (03-73). Amended February 3, 2004 (04-06); amended May 14, 2009 (09-23); amended January 21, 2010 (09-101); amended October 18, 2018 (18-66); amended Aug. 28, 2019 (SR-Phlx-2019-31).

Port Fees ^†

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

The maximum monthly fee assessed to a PSX Participant for the above listed Port Fees will be $30,000 per month.

New PSX Participants will not be assessed the above listed Port Fees through December 31, 2018. A New PSX Participant will be defined as a PSX Participant that was not a PSX Participant before September 1, 2017.

^† 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.

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 October 10, 2022.

Order Execution and Routing

(a) The following charges and credits shall apply to the use of the order execution and routing services of the Nasdaq PSX System by member organizations for all securities that it trades priced at $1 or more per share:

(1) Fees for Execution of Quotes/Orders in Nasdaq-Listed Securities, Securities Listed on the New York Stock Exchange ("NYSE") and Securities Listed on Exchanges other than Nasdaq and NYSE. 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. For purposes of calculating a member’s qualifications for credits that pertain to providing liquidity set forth in this Section 3(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 3(a), by 10%.  The Exchange will then assess which of these two calculations would qualify the member for the most advantageous credits for the month and then it will apply those to the member.

(2) Fees for Routing of Orders in All Securities

(b) The following charges and credits shall apply to the use of the order execution and routing services of the Nasdaq PSX System by member organizations for all securities that it trades priced at less than $1 per share:

(c) Reserved.

(d) Reserved.

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

Testing Facilities

The Exchange operates a test environment located in Carteret, New Jersey.

(a) Subscribers that conduct tests of their PSX access protocols connection or market data vendor feeds through the Exchange's Testing Facility (Testing Facility) shall pay $300 per port, per month¹.^*

^*Waived for OUCH, FIX and RASH Purge Ports for the first two calendar months from the start date of the Test Facility port.

(b) Subscribers to the Testing Facility shall pay a fee of $1,055 per hand-off, per month for connection to the Testing Facility. The hand-off fee includes either a 1Gb or 10Gb switch port and a cross connect to the Testing Facility. Subscribers shall also pay a onetime installation fee of $1,055 per hand-off.

The connectivity provided under this rule also provides connectivity to the other test environments of The Nasdaq Stock Market LLC, Nasdaq BX, Inc., 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 (a) 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 September 22, 2022.

TradeInfo PSX

• TradeInfo PSX is available to PSX Participants for a fee of $95 per user per month.

Weblink ACT PSX

• Weblink ACT PSX is available to PSX Participants free of charge.

PSX Managed Data Solutions Fees.

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

(b) For purposes of PSX Managed Data Solutions fees, the terms "Non-Professional", "Distributor", "Subscriber", and "PSX TotalView" shall have the same meaning as set forth in this Equity 7, Section 3 of the PSX Pricing Schedule.

Market Data Distributor Fees

(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.

Access and Redistribution Fee

(a) Definitions: For purposes of this Equity 7, Section 3:

(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 Nasdaq 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 Options 7, Section 10 of the Pricing Schedule.

(4) 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.

(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 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 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 rule, consolidated data includes data disseminated by the Securities Information Processor for the Consolidated Tape Association Plan.

(e) Hardware-Based Delivery of PSX TotalView. The charges to be paid by Distributors for processing PSX TotalView using hardware-based delivery technology shall be:

(f) Distributors of PSX TotalView also are subject to the market data fees set forth in this Section under Market Data Distributor Fees and PSX TotalView.

Administrative Reports

Monthly Administrative Fee

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.

PSX TotalView

(a) PSX TotalView Entitlement

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

(1) Except as provided elsewhere in this rule, for the PSX TotalView entitlement there will be a $40 monthly charge for each Subscriber for display usage or for nondisplay usage not based upon Direct Access.

(2) Distributors shall pay a monthly fee of $50 for each Professional Subscriber for nondisplay usage of PSX TotalView based upon Direct Access.

(3) As an alternative to (a)(2), a market participant may purchase an enterprise license at a rate of $17,000 per month for internal use of non-display data, based upon Direct Access. The enterprise license entitles a distributor to provide PSX TotalView to an unlimited number of non-display devices within its firm.

(b) Non-Professional Services

(1) The charge to be paid by non-professional Subscribers for access to PSX TotalView Service through an authorized vendor shall be $1.00 per Subscriber 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 202(a)(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) Free-Trial Offers

(1) For the period ending on the last day of the twelfth full calendar month following the launch of Nasdaq PSX, the Exchange will waive Subscriber fees, enterprise license fees, Direct Access fees, and Distributor fees (but not the Annual Administrative fee) for PSX TotalView.

(2) After the period of one year from the launch of Nasdaq PSX, the Exchange will allow distributors to provide PSX TotalView to new Subscribers receiving PSX TotalView for the first time free of charge for an individual one-month trial period. This fee waiver will be applied to the first full month of charges following the date on which a new individual Subscriber or potential individual Subscriber is first entitled by a distributor to receive access to PSX TotalView. A distributor may only provide this waiver to a specific individual Subscriber once. For the period of any waiver, the PSX TotalView fees of $40 or $50 per Subscriber per month, as applicable, (professional) or $1 per Subscriber per month (non-professional) will be waived.

In addition, a market participant opting to receive an enterprise license at a rate of $17,000 per month will have that fee waived for the first full month of charges following the date on which the market participant first receives access to PSX TotalView.

(d) 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.

Aggregation of Activity of Affiliated Member Organizations

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

(1) A member organization 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 member organizations 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 PSX charge or credit where the charge assessed, or credit provided, by the Exchange depends upon the volume of a member organization's activity, references to an entity (including references to a "member organization" or a "participant") shall be deemed to include the entity and its affiliates that have been approved for aggregation.

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

Installation, Removal or Relocation

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.

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 the Pricing Schedule for charges for such service or sale.

Partial Month Charges

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.

PSX Last Sale and Nasdaq Last Sale Plus Data Feeds

(a) PSX 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 PSX Last Sale Data Feeds.

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

(2) "PSX Last Sale for NYSE/NYSEAmex" shall contain all such transaction reports for securities listed on NYSE, NYSE Amex, and other exchanges.

(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 (PSX, The Nasdaq Stock Market ("Nasdaq"), and Nasdaq BX ("BX")) 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.

PSX BBO Feeds

The Exchange shall offer proprietary data feeds containing real-time market information from PSX. There shall be no fee for PSX BBO Feeds.

(a) "PSX BBO for Nasdaq" shall contain PSX's best bid and offer for Nasdaq-listed securities;

(b) "PSX BBO for NYSE" shall contain PSX's best bid and offer for NYSE-listed securities; and

(c) "PSX BBO for NYSE Amex" shall contain PSX's best bid and offer for NYSE Amex-listed securities.

PSX Ouch BBO Feed

The Exchange shall offer a proprietary data feed containing real-time information concerning the Exchange's internal view of the national best bid and offer at that time, containing the expected bid price and ask price for each security traded on PSX. There shall be no fee for the PSX Ouch BBO Feed.

PSX Trading and Compliance Data Package

PSX Participants shall be entitled to receive the PSX Trading and Compliance Data Package via NasdaqTrader.com. The PSX Trading and Compliance Data Package provides historical data reports containing trading reporting information about the Participant's own activity in PSX, for delivery on an end-of-day or T+1 basis.

The Exchange may modify the contents of the PSX Trading and Compliance Data Package from time to time based on subscriber interest. There shall be no fee for the PSX Trading and Compliance Data Package.

QView

QView is a web-based tool designed to give a subscribing member the ability to track its order flow on PSX, and create both real-time and historical reports of such order flow. Members may subscribe to QView for a fee of $100 per month, per member firm.

Short Sale Monitor

(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 PSX Data Add-On service provides an MPID subscribed to the Short Sale Monitor subscription with a record of trades in covered securities executed on PSX that are marked "short exempt." The PSX 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 BX need not subscribe additionally to the PSX Short Sale Monitor to subscribe to the PSX Data Add-On service.

PSX Pre-Trade Risk Management

(a) Users of PSX 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:

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

PSX Market Data Revenue (“MDR”) Rebate

(a) Assuming the requirements of this PSX MDR Rebate Section are met, a PSX Participant may receive a quarterly MDR rebate in proportion to the PSX Participant’s quoting of displayed orders in Tape A and C securities from the previous calendar quarter (“MDR Rebate”), as described further in Section (e) below.

(b) To qualify for the MDR Rebate, a PSX Participant must quote at the NBBO at least 25% of the time during Market Hours in an average number of securities specified below in either Tape A or Tape C through the PSX Participant’s MPID.  For purposes of this Section, a PSX Participant is considered to be quoting at the NBBO if the PSX Participant’s MPID 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.  To qualify for the MDR Rebate, the PSX Participant must meet the requirement for an average number of securities (specified below) in either Tape A or Tape C per day over the course of the quarter.

(c) MDR will be calculated separately for quotes in each Tape A and C security, for a total of two MDR pools. If the MDR received by the Exchange in any given pool exceeds the following thresholds in any given calendar quarter, 40% of such excess MDR will be payable to PSX Participants in proportion to their respective quoting of displayed orders in that pool.

(d) A PSX Participant will not be paid an MDR Rebate in any calendar quarter in which the total MDR Rebate attributable to the PSX Participant is less than $500.

(e) If excess MDR exists in any given pool, MDR Rebates will be calculated according to the following steps:

Step 1. Calculate, on a daily basis (per MPID), the product of three factors: number of shares in the quotation, the duration of the quotation at the NBBO (for both the bid and the offer), and the price of the security.

Step 2. For each security, sum the daily values from Step 1 across the quarter, the sum of which represents the PSX Participant’s quote credits (per MPID) in each security.

Step 3. For each security, sum all PSX Participants’ quote credits to obtain the total quote credits available per security.

Step 4. Divide each PSX Participant’s quote credits (per MPID) (from Step 2) into the total quote credits available per security (from Step 3) to obtain a Participant’s percentage of the security they are quoting (per MPID).

Step 5. Calculate the income allocation weight for each security based on the share of revenue allocated to the symbol by the SIP that quarter.

Step 6. For each security, multiply a PSX Participant’s percentage of security they are quoting (per MPID) (from Step 4) by the income allocation weight of the security (from Step 5).

Step 7. For each PSX Participant’s MPID, sum the values calculated in Step 6 across all securities in the pool (i.e., in the same Tape) to obtain the PSX Participant’s allocation percentage for the excess MDR in the pool.

Step 8. For each PSX Participant with eligible quote activity in the pool, multiply the PSX Participant’s allocation percentage (from Step 7) by the excess MDR in the pool to determine the dollar amount of the PSX Participant's MDR Rebate in the pool.

Example:

Step 1. On the first day of the quarter, PSX Participant A earns 59,000 quote credits in MPID 1 for Security X (a Tape C security): 59 seconds x $10 x 100 shares.

Step 2. Assume PSX Participant A earns 4,000,000 quote credits for Security X in MPID 1 after summing its daily quote credits across the quarter.

Step 3. Assume there are five PSX Participants (i.e., Participants A, B, C, D and E) that had eligible quote activity in Security X during the quarter. The quarterly quote credits for Security X are as follows:

Step 4. PSX Participant A’s percentage of Security X it quoted is 25%: 4,000,000/16,000,000.

Step 5. Assume the SIP allocated revenue of $360,000 to Security X for the quarter and $36,000,000 to all securities in the Tape C pool for the quarter. The income allocation weight for security X is 1%: $360,000/$36,000,000.

Step 6. PSX Participant A’s allocation percentage for the excess MDR in Security X in MPID 1 is 0.25%: 25% x 1%.

Step 7. Assume, after summing the allocation percentage calculated in Step 6 across all securities in the Tape C pool, PSX Participant A’s allocation percentage is 2.5% in MPID 1.

Step 8. Assume PSX Participant A quoted at the NBBO at least 25% of the time during Market Hours in an average of at least 300 securities in Tape C through MPID 1, in accordance with section (b) above.

The following table represents the proposed MDR pool thresholds:

Under this Example, assume that the quarterly MDR paid to the Exchange is apportioned as follows:

Under this Example, the Tape C pool has excess MDR in the amount of $150,000. However, the Tape A pool has no excess MDR because the actual MDR received in the Tape A pool was equal to its $110,000 threshold. Thus, PSX Participants may be paid MDR Rebates for attributed eligible quoting activity from 40% of the excess MDR in the Tape C pool, which is $60,000.

The attributed MDR for PSX Participant A in MPID 1 is $1,500: 2.5% x 60,000.

Since the attributed MDR is greater than $500, PSX Participant A would receive an MDR payment in the amount of $1,500.

Amended Feb. 27, 2012 (SR-Phlx-2012-25), operative Mar. 1, 2012; amended Apr. 26, 2012 (SR-Phlx-2012-56), operative May 1, 2012; amended May 11, 2012 (SR-Phlx-2012-64), operative June 1, 2012; amended May 24, 2012 (SR-Phlx-2012-72), operative July 2, 2012; amended June 25, 2012 (SR-Phlx-2012-85), operative July 2, 2012; amended June 27, 2012 (SR-Phlx-2012-87), operative July 2, 2012; amended July 31, 2012 (SR-Phlx-2012-102), operative Aug. 1, 2012; amended Sep. 21, 2012 (SR-Phlx-2012-114); amended Oct. 1, 2012 (SR-Phlx-2012-119); amended Oct. 9, 2012 (SR-Phlx-2012-123), operative Oct. 15, 2012; amended Feb. 27, 2013 (SR-Phlx-2013-19); amended Mar. 13, 2013 (SR-Phlx-2013-28); amended May 3, 2013 (SR-Phlx-2013-51); amended May 31, 2013 (SR-Phlx-2013-60), operative Jun. 3, 2013; amended June 25, 2013 (SR-Phlx-2013-70), operative July 1, 2013; amended July 26, 2013 (SR-Phlx-2013-80), operative Aug. 1, 2013; amended Sep. 10, 2013 (SR-Phlx-2013-93); amended Oct. 31, 2013 (SR-Phlx-2013-111), operative Nov. 1, 2013; amended Nov. 27, 2013 (SR-Phlx-2013-116); amended Jan. 2, 2014 (SR-Phlx-2014-01); amended Dec. 23, 2013 (SR-Phlx-2013-128); amended Jan. 31, 2014 (SR-Phlx-2014-09), operative Feb. 3, 2014; amended June 27, 2014 (SR-Phlx-2014-43), operative July 1, 2014. amended June 23, 2014 (SR-Phlx-2014-40), operative July 23, 2014; amended Aug. 20, 2014 (SR-Phlx-2014-56), operative Dec. 1, 2014; amended Aug. 20, 2014 (SR-Phlx-2014-57), operative Dec. 1, 2014; amended Sep. 5, 2014 (SR-Phlx-2014-60), operative Sep. 2, 2014; amended Oct. 24, 2014 (SR-Phlx-2014-70), operative Nov. 3, 2014; amended Nov. 12, 2014 (SR-Phlx-2014-74); amended Dec. 23, 2014 (SR-Phlx-2014-81), operative Jan. 2, 2015; amended Jan. 16, 2015 (SR-Phlx-2015-08); amended Feb. 3, 2015 (SR-Phlx-2015-14), operative Feb. 2, 2015; amended May 18, 2015 (SR-Phlx-2015-45), operative May 1, 2015; amended June 1, 2015 (SR-Phlx-2015-48); amended June 30, 2015 (SR-Phlx-2015-58), operative July 1, 2015; amended Aug. 18, 2015 (SR-Phlx-2015-72); amended Aug. 28, 2015 (SR-Phlx-2015-76); amended Sep. 1, 2015 (SR-Phlx-2015-78); amended Oct. 27, 2015 (SR-Phlx-2015-87); operative Oct. 16, 2015; amended Nov. 30, 2015 (SR-Phlx-2015-98), operative Dec. 1, 2015; amended Dec. 17, 2015 (SR-Phlx-2015-110); amended Dec. 18, 2015 (SR-Phlx-2015-112), operative Jan. 1, 2016; amended Dec. 29, 2015 (SR-Phlx-2015-115); amended Feb. 23, 2016 (SR-Phlx-2016-31), operative Feb. 1, 2016; amended Feb. 26, 2016 (SR-Phlx-2016-30); amended May 31, 2016 (SR-Phlx-2016-64), operative June 1, 2016; amended Aug. 12, 2016 (SR-Phlx-2016-85), operative Aug. 1, 2016; amended Aug. 31, 2016 (SR-Phlx-2016-91); amended Dec. 14, 2016 (SR-Phlx-2016-122), operative Jan. 1, 2017; amended Feb. 15, 2017 (SR-Phlx-2017-17); amended Apr. 3, 2017 (SR-Phlx-2017-28); amended Apr. 10, 2017 (SR-Phlx-2017-31); amended June 1, 2017 (SR-Phlx-2017-44); amended Sept. 29, 2017 (SR-Phlx-2017-76); amended Oct. 2, 2017 (SR-Phlx-2017-77); amended Oct. 2, 2017 (SR-Phlx-2017-78); amended Oct. 12, 2017 (SR-Phlx-2017-80); amended Oct. 18, 2017 (SR-Phlx-2017-82); amended Oct. 25, 2017 (SR-Phlx-2017-84); amended Nov. 1, 2017 (SR-Phlx-2017-90); amended Nov. 29, 2017 (SR-Phlx-2017-100), operative Dec. 1, 2017; amended Dec. 20, 2017 (SR-Phlx-2017-106), operative Jan. 1, 2018; amended Jan. 3, 2018 (SR-Phlx-2018-04); amended Jan. 16, 2018 (SR-Phlx-2018-10); amended Mar. 1, 2018 (SR-Phlx-2018-21); amended Mar. 27, 2018 (SR-Phlx-2018-26); amended June 5, 2018 (SR-Phlx-2018-46); amended July 3, 2018 (SR-Phlx-2018-51); amended July 17, 2018 (SR-Phlx-2018-52); amended July 27, 2018 (SR-Phlx-2018-53); amended October 18, 2018 (SR-Phlx-2018-66); amended Dec. 20, 2018 (SR-Phlx-2018-83), operative Jan. 2, 2019; amended May 1, 2019 (SR-Phlx-2019-19); amended May 13, 2019 (SR-Phlx-2019-21); amended May 22, 2019 (SR-Phlx-2019-23); amended July 25, 2019 (SR-Phlx-2019-27), operative Aug. 1, 2019; amended Aug. 28, 2019 (SR-Phlx-2019-31); amended Sept. 3, 2019 (SR-Phlx-2019-32); amended Sept. 12, 2019 (SR-Phlx-2019-35); amended Sept. 13, 2019 (SR-Phlx-2019-36); amended April 1, 2020 (SR-Phlx-2020-18); amended April 8, 2020 (SR-Phlx-2020-23); amended April 14, 2020 (SR-Phlx-2020-25); amended July 1, 2020 (SR-Phlx-2020-34); amended July 9, 2020 (SR-Phlx-2020-36); amended Sep. 1, 2020 (SR-Phlx-2020-43); amended Sep. 10, 2020 (SR-Phlx-2020-45); amended Oct. 23, 2020 (SR-Phlx-2020-49); amended Oct. 26, 2020 (SR-Phlx-2020-50); amended January 4, 2021 (SR-Phlx-2021-01); amended Feb. 1, 2021 (SR-Phlx-2021-06); amended Feb. 10, 2021 (SR-Phlx-2021-09); amended May 12, 2021 (SR-Phlx-2021-31); amended March 19, 2021 (SR-Phlx-2021-17), operative May 17, 2021; amended June 11, 2021 (SR-Phlx-2021-37); amended Aug. 2, 2021 (SR-Phlx-2021-44); amended Aug. 12, 2021 (SR-Phlx-2021-47); amended Sep. 1, 2021 (SR-Phlx-2021-50); amended Sep. 13, 2021 (SR-Phlx-2021-55); amended October 1, 2021 (SR-Phlx-2021-59); amended Oct. 12, 2021 (SR-Phlx-2021-62); amended Oct. 19, 2021 (SR-Phlx-2021-64); amended Dec. 1, 2021 (SR-Phlx-2021-73); amended Dec. 9, 2021 (SR-Phlx-2021-74); amended Feb. 1, 2022 (SR-Phlx-2022-05); amended May. 2, 2022 (SR-Phlx-2022-20); amended Jun. 1, 2022 (SR-Phlx-2022-24); amended Sep. 1, 2022 (SR-Phlx-2022-34); amended Sep. 22, 2022 (SR-Phlx-2022-37); amended Jan. 3, 2023 (SR-Phlx-2023-01); amended Apr. 3, 2023 (SR-Phlx-2023-10); amended Apr. 12, 2023 (SR-Phlx-2023-11); amended May 1, 2023 (SR-Phlx-2023-16); amended May 12, 2023 (SR-Phlx-2023-18), operative Jun. 1, 2023; amended May 23, 2023 (SR-Phlx-2023-21), operative Jun. 1, 2023; amended Jul. 10, 2023 (SR-Phlx-2023-30); amended Jun. 28, 2023 (SR-Phlx-2023-28), operative Jul. 28, 2023; amended Aug. 9, 2023 (SR-Phlx-2023-35); amended Aug. 11, 2023 (SR-Phlx-2023-37); amended Dec. 21, 2023 (SR-Phlx-2023-58); amended Feb. 1, 2024 (SR-Phlx-2024-04); amended Mar. 1, 2024 (SR-Phlx-2024-08); amended Apr. 1, 2024 (SR-Phlx-2024-16); amended Apr. 15, 2024 (SR-Phlx-2024-17).

A. Permit and Registration Fees

PSX Only Permit Fees:

Members and member organizations: $4,000 in a given month, unless the member or member organization averages at least 1,000 shares executed per day in a given month, or the extent of the member's or member organization's business on PSX is limited to clearing-only, in which case the Permit Fee will be $0.00. The business of a member or member organization is considering "clearing-only" if it does not execute any trades on PSX throughout a given month, it maintains no active connections to do so (either under its own MPID or through a sponsored access relationship on behalf of another member or member organization), and it maintains PSX membership for the sole purpose of clearing trades on behalf of another member or member organization that is actively trading on PSX.

An applicant will be assessed the Application Fee each time an applicant applies for membership, notwithstanding the fact that the applicant may have been a former permit holder.

The Exchange will not assess the Initiation Fee on a permit holder who applies to transfer affiliation from one member organization to another member organization if the permit holder continuously held his or her permit without any lapse in membership.

* Applicants that apply for membership solely to participate in the Nasdaq PSX equities market are not assessed an Application Fee, Initiation Fee, or Account Fee. Should such approved member or member organization subsequently elect to engage in business on the Exchange's options platform, the Initiation Fee and Account Fee will apply.

• Permit Fees: The Exchange has established the date of notification of termination of a permit as the date that permit fee billing will cease. The Exchange will not bill a member organization for more than one monthly permit fee if the member organization transfers an existing permit to another valid permit holder that is primarily affiliated with the member organization, as set forth in Rules 908(f) and 910, provided that the transfer from one permit holder to another occurs within the same business day. Additionally, a permit holder will be billed only one monthly permit fee if the holder transfers from one member organization to another previously unrelated member organization as a result of a merger, partial sale or other business combination during a monthly permit fee period in order to avoid double billing in the month the merger or business combination occurred.

• The Initiation Fee is imposed on a new member upon the issuance of a permit, notwithstanding the fact that the new member may have been a former permit holder.

B. Regulatory, Registration, and Processing Fees

A list of fees that will be collected and retained by FINRA via the Web CRD registration system for the registration of associated persons of Exchange members that are not also FINRA members is available within Options 7, Section 9C.

Amended Jan. 9, 2012 (SR-Phlx-2012-02); amended Apr. 18, 2012 (SR-Phlx-2012-52), operative May 1, 2012; amended Apr. 25, 2012 (SR-Phlx-2012-53), operative May 1, 2012; amended May 16, 2012 (SR-Phlx-2012-70); amended Nov. 30, 2012 (SR-Phlx-2012-135), operative Dec. 3, 2012; amended Dec. 12, 2012 (SR-Phlx-2012-140), operative Jan. 2, 2013; amended Jan. 25, 2013 (SR-Phlx-2013-10), operative Feb. 1, 2013; amended Feb. 1, 2013 (SR-Phlx-2013-13); amended Apr. 24, 2013 (SR-Phlx-2013-43); amended Apr. 29, 2013 (SR-Phlx-2013-44); amended May 21, 2013 (SR-Phlx-2013-58), operative Jun. 3, 2013; amended Aug. 1, 2014 (SR-Phlx-2014-45); amended Nov. 14, 2014 (SR-Phlx-2014-75), operative Dec. 14, 2014; amended Apr. 20, 2015 (SR-Phlx-2015-36), operative May 1, 2015; amended Dec. 30, 2015 (SR-Phlx-2015-109), operative Jan. 4, 2016; amended Feb. 3, 2016 (SR-Phlx-2016-09); amended Feb. 26, 2016 (SR-Phlx-2016-30); amended July 31, 2017 (SR-Phlx-2017-63), operative Aug. 1, 2017; amended Aug. 7, 2017 (SR-Phlx-2017-68), operative Sept. 6, 2017; amended Oct. 18, 2017 (SR-Phlx-2017-82); amended Dec. 21, 2017 (SR-Phlx-2017-108), operative Jan. 2, 2018; amended Feb. 13, 2018 (SR-Phlx-2018-17); amended October 18, 2018 (SR-Phlx-2018-66); amended November 5, 2021 (SR-Phlx-2021-68), operative January 2, 2022.

(a) Under Section 31 of the Exchange Act, the Exchange must pay certain fees to the SEC. To help fund the Exchange's obligations to the Commission under Section 31, a Covered Sale Fee is assessed by the Exchange to members and member organizations. To the extent there may be any excess monies collected under this Rule, the Exchange may retain those monies to help fund its general operating expenses.

(b) Each member and member organization engaged in executing sale transactions on the Exchange or executing transactions on another exchange or on a Participant in FINRA's Alternative Display Facility ("ADF Participant"), which were routed through the Exchange's Routing Facility, as defined in Options 5, Section 4(a)(ii)(A) during any computational period shall pay a Covered Sale Fee equal to (i) the Section 31 fee rate multiplied by (ii) the member's aggregate dollar amount of covered sales.

(c) A Covered Sale Fee is assessed by the Exchange to each member for sales of securities in the following circumstances:

(i) When a sale in equity securities occurs with respect to which the Exchange is obligated to pay a fee to the SEC under Section 31 of the Act.

(ii) When a sale in option securities occurs with respect to which the Exchange is obligated to pay a fee to the SEC under Section 31 of the Act.

(iii) When a sell order in option securities is routed for execution at a market other than the Exchange's options market, resulting in a covered sale on that market and an obligation of the Exchange's Routing Facility to pay the related sales fee of that market.

(d) The Covered Sale Fee is collected indirectly from members through their clearing firms by a designated clearing agency, as defined by the Act, on behalf of the Exchange.

Adopted Feb. 3, 2020 (20-03).