Fee Schedule

Regulatory Transaction Fee Rate Adjustment per SEC Section 31 Rate Change, Effective January 15, 2010

December 22, 2009

Dear Member,

Per Fee Rate Advisory #4 for Fiscal Year 2010, the SEC has
announced that effective Friday, January 15, 2010 the Section 31 fee
rate applicable to securities transactions on the exchanges and
over-the-counter markets will decrease to $12.70 per million dollars.
Until that date, the current rate of $25.70 per million dollars will
remain in effect.

Please be advised that on January 15th, BATS Exchange will be adjusting
the Regulatory Transaction Fee to reflect the new rate of $12.70 per
million dollars.

Please contact the BATS Trade Desk or your Director of Sales with any
questions. Thank you for your continued support of BATS.

BATS Trade Desk
+1.913.815.7001
[email protected]
http://www.batstrading.com

BATS Exchange Pricing Effective November 1, 2009

October 27, 2009

Dear BATS Exchange Member,

All BATS Pricing Remains the Same for November
While some of our competitors have continued to increase their take and
route rates, BATS pricing has remained consistent and balanced. BATS
Exchange will not change any pricing for November.

Low Remove Rate of $.0025/share

Our low remove rate is now $.0003 (more than 10%) lower than NASDAQ,
NYSE Arca, and EDGX.

Better Smart Routing at $.0026/share

BATS offers a $.0003 discount off the best smart routing rate of any
major market. In October we made significant improvements to our smart
router by introducing more direct market data feeds from other markets.
These direct feeds are improving three key components of execution
quality resulting in:

(1) Higher fill rates

(2) Less time spent seeking liquidity

(3) Greater price improvement

Are you paying $.0028-$.0030/share to remove liquidity or
$.0029-$.0030/share to use the routers of other market centers, even
after you work hard to hit their volume tiers? BATS would like the
opportunity to execute or route your order before you send it to these
high-priced markets. With our smart router improvements and ultra
aggressive pricing, now is the time to hit BATS first and let us route
for you.

BATS will also continue to offer a $.0001 rebate per share for Dark Scan
fills, a reduced $.0020 per share rate for DART fills, and our "One
Under" pricing to NASDAQ, NYSE Arca, and NYSE.

A complete copy of the BATS Exchange fee schedule can be found at
http://www.batstrading.com/FeeSchedule.

We appreciate your continued support of BATS and look forward to earning
more of your business. Please contact your Sales Director or the Trade
Desk if you have any questions, including how you can better trade on
BATS Exchange and take advantage of our consistently aggressive pricing
and world-class technology.

BATS Trade Desk
+1.913.815.7001
[email protected]
www.batstrading.com

BATS Exchange Fee Schedule Effective August 1, 2009

July 28, 2009

Dear BATS Exchange Member,

NYSE Arca Odd-Lot Pass-Through Fees Eliminated
Subject to a rule filing with the SEC, as a result of NYSE Arca's
elimination of odd lot pricing, BATS Exchange will remove the
non-standard odd-lot routing fees to NYSE Arca for all securities
effective August 1, 2009.

All Other Pricing Remains the Same
All other BATS pricing will remain the same, including the extremely low
remove rate of $.0025 per share, a competitive add rebate of $.0024, and
rebates for orders filled during the BOLT exposure period. BATS will
continue to offer a significant discount (up to $.0004 per share) from
NASDAQ and NYSE Arca's best rates when users choose to use our CYCLE or
RECYCLE smart routing strategies. BATS will also continue to offer a
$.0001 rebate per share for Dark Scan fills, a reduced $.0020 per share
rate for DART fills, and our "One Under" pricing to NASDAQ, NYSE Arca,
and NYSE.

Continuous Innovation

BATS remains committed to offering the fastest, most complete, and most
flexible order handling through our world-class matching engine and
smart router. Member Match Trade Prevention (MMTP,
http://www.batstrading.com/resources/features/bats_exchange_mmtp.pdf) is
the latest example of this commitment to our Members. The full list of
order types offered by BATS Exchange can be found at
http://www.batstrading.com/resources/features/bats_exchange_definitions.
pdf. In addition, BATS is excited to release new tools such as the
Real-Time Ports Dashboard
(http://www.batstrading.com/resources/features/bats_exchange_ports_dashb
oard.pdf) to help Members optimize their trading on BATS.

A complete copy of the new BATS Exchange fee schedule can be found at
http://www.batstrading.com/ProposedFeeSchedule. Please contact your
Sales Director or the Trade Desk with any questions.

We appreciate your continued support of BATS and look forward to earning
more of your business.

BATS Trade Desk
+1.913.815.7001
[email protected]
www.batstrading.com

BATS Implementing Port Fees Effective September 1, 2009

July 01, 2009

Dear BATS Exchange Member or Vendor,

Subject to a rule filing with the SEC, BATS will begin charging $250 per
month per logical port pair (each pair representing one port in both the
primary and secondary datacenters) for all production FIX, FIXDROP,
DROP, TCP PITCH, TCP FAST PITCH, and TOP ports. In order to give
Members and Vendors ample notice and detail, BATS will not implement
this fee until September 1, 2009.

Multicast PITCH customers will be provided one logical pair of GRP ports
and one set of 12 Multicast PITCH Spin Server port pairs for free.
Additional GRP port pairs and sets of 12 Spin Server port pairs will
each be charged at $250 per month.

Firms will be charged for their ports in full month increments. Any
port created after the first day of the month will not be charged until
the following month. Any port cancellations that occur after the first
day of the month will be effective on the date requested by the firm.
However, the firm will be required to pay for the cancelled port through
the rest of the month.

Please Note:

1. BATS will not charge for certification ports used for testing.
2. BATS will not begin charging for ports until September 1, 2009.
3. July and August invoices will contain a list of production ports
(with no associated fee) to aid in planning and reconciliation for
September.
4. Members can call the BATS Trade Desk at +1.913.815.7001 to get a
full list of all their ports.
5. BATS remains the only major exchange providing its market data
free of charge.
6. BATS will not charge for its Multicast PITCH feed.

BATS is committed to offering the best exchange technology in the world.
As Membership and market share have grown, so has the size of the BATS
technical infrastructure required to continue offering this world-class
performance. Part of this growth included the addition of the fully
redundant BATS secondary datacenter in November 2008. Introducing a
minimal charge for each logical port is an effective and equitable way
to allocate infrastructure costs to participants on a pro-rata usage
basis. In this way, Members pay for the capacity they need by ordering
the necessary ports to handle their order flow and market data needs.

It should be noted that there are no port fees associated with standard
access to our world-class Multicast PITCH feed. There are no licensing
costs associated with receiving Multicast PITCH, TCP PITCH, TCP FAST
PITCH, and TOP for members and market data vendors. Also, BATS
continues to believe in an open connectivity model, allowing Members to
connect to BATS via whichever method and carrier/extranet they deem
optimal for their business.

We appreciate your continued support of BATS and encourage you to
contact the BATS Trade Desk or your Sales Director with any questions.

BATS Trade Desk
+1.913.815.7001
[email protected]
www.batstrading.com

BATS Exchange Pricing Effective July 1, 2009

June 26, 2009

Dear BATS Exchange Member,

Subject to a rule filing with the SEC, given recent fee increases by our
competitors, BATS Exchange will change the smart routing fee for CYCLE
and RECYCLE to $0.0026 from $0.0025 per share effective July 1, 2009.
Our smart routing rate will remain the most competitive smart routing
rate to all protected markets on the street. BATS also will change the
fee for stocks priced below $1.00 that are routed and executed through
CYCLE or RECYCLE from 0.25% to 0.26% of the total dollar value of the
execution.

All other BATS pricing will remain the same, including the extremely low
remove rate of $.0025 per share, a competitive add rebate of $.0024, and
rebates for orders filled during the BOLT exposure period. BATS will
continue to offer a significant discount (up to $.0004 per share) from
NASDAQ and NYSE Arca's best rates when users choose to use our CYCLE or
RECYCLE smart routing strategies. BATS will also continue to offer a
$.0001 rebate per share for Dark Scan fills, a reduced $.0020 per share
rate for DART fills, and our "One Under" pricing to NASDAQ, NYSE Arca,
and NYSE.

BATS remains committed to offering the fastest, most complete, and most
flexible order handling through our world-class matching engine and
smart router. We encourage you to try one or more of our routing
strategies as we've recently made significant performance improvements
to our smart router. The full list of order types offered by BATS
Exchange can be found at
http://www.batstrading.com/resources/features/bats_exchange_definitions.
pdf.

A complete copy of the new BATS Exchange fee schedule can be found at
http://www.batstrading.com/ProposedFeeSchedule. Please contact your
Sales Director or the Trade Desk with any questions.

We appreciate your continued support of BATS and look forward to earning
more of your business.

BATS Trade Desk
+1.913.815.7001
[email protected]
www.batstrading.com

BATS Exchange Fee Schedule Effective June 1, 2009

May 27, 2009

Dear BATS Exchange Member,

Subject to a SEC rule filing, as a result of changes to NYSE Arca Tape A
and C pricing and to remain consistent with the BATS "One Under" pricing
plan for directed orders, BATS will be changing the BATS+ARCA fee for
Tape A and C securities from $0.0027 to $0.0029 per share effective June
1, 2009. The new fee schedule also includes pricing for the new BOLT
order type (described at
http://www.batstrading.com/alerts/release_notes) which will be released
Friday, June 5th, 2009.

All other BATS pricing will remain the same, including the extremely low
remove and smart routing rate of $.0025 per share. This means BATS will
be offering a $.0005 per share discount off NASDAQ and NYSE Arca's best
rates for Tape A and C securities when users choose to use our CYCLE or
RECYCLE smart routing strategies. Now is a great time for Members to
take advantage of the world-class BATS smart order router at this ultra
competitive all-in price.

A complete copy of the new BATS Exchange fee schedule can be found at
http://www.batstrading.com/resources/regulation/rule_book/BATS_Ex_Propos
ed_Fee_Schedule.pdf. Please contact your Account Manager or the Trade
Desk with any questions.

We appreciate your continued support of BATS and look forward to earning
more of your business.

BATS Trade Desk
+1.913.815.7001
[email protected]
www.batstrading.com

BATS Simplifies Pricing for May 1, 2009

April 24, 2009

Effective May 1, 2009, subject to the filing of an immediately effective
fee change with the SEC, BATS Exchange intends to implement the
following simplified pricing changes:

1. $.0001 per share rebate for Dark Scan routed fills for all securities
2. $.0024 add liquidity rebate for all securities $1 or above.
3. $.0025 remove fee for all securities $1 or above.
4. $.0025 routing fee for CYCLE smart routing (FIX Tag 9303=R) lowered from $.0026
per share (0.25% of notional value for securities below $1).
5. Free/Free below $1 on the BATS book

Based on member feedback to our innovative $0.0001 liquidity remove
rebate for stocks priced below $5 in April, BATS has decided to expand
this model to all stocks, regardless of stock price, by moving the
$.0001 per share rebate from our book to Dark Scan. This allows
marketable orders in all securities, not just those below $5, the
opportunity to collect a rebate when hitting Dark Scan Dark Liquidity
Partners before accessing the BATS book. We are also simplifying the
BATS fee schedule for adding, removing, and routing to 24/25/25
respectively. In order to take advantage of the Dark Scan rebate
members must opt-in to the program. The full details regarding how to
opt-in to Dark Scan can be found at
http://www.batstrading.com/resources/features/bats_exchange_dark_liq.pdf
.

Based on enthusiastic response from our customers to our April routing
announcements, BATS is lowering our standard route rate even further to
$.0025 per share, offering the lowest cost access to all displayed
markets on the street. This means it will be cheaper to route through
BATS than routing direct to NASDAQ, NYSE Arca, and EDGX and you won't
have to worry about hitting remove tiers. Simply come to BATS and enjoy
the economic and performance benefits of our world-class matching engine
and smart order router. BATS will also continue to offer BATS+ "One
Under" routing to NASDAQ, NYSE Arca, and the NYSE Floor for $.0029,
$.0027, and $.0017 respectively, saving you money compared with our
competitors.

All other BATS pricing - with no pricing tiers - will remain the same,
including the aforementioned low remove rate of $.0025 per share. This
low remove rate can be used to access the tremendous resident liquidity
on BATS Exchange. We encourage you to consider the $.0001 Dark Scan
rebate for all securities, the untapped liquidity on BATS, and our
attractive low cost rate for smart routing when making routing decisions
for May. As we have since our inception, and unlike other major
exchanges, BATS will continue to send the actual rebate/fee on each fill
in FIX Tag 9621 (ExchangeAccessFee) to assist members in tracking their
fees.

We thank you for your continued support of BATS. A copy of the complete
fee schedule BATS intends to implement can be found at
http://www.batstrading.com/ProposedFeeSchedule. Please contact your
account manager or the BATS Trade Desk (913-815-7001) with any
questions.

BATS Fee Schedule Effective March 2, 2009

April 20, 2009

Effective March 2, 2009, subject to the filing of an immediately
effective fee change with the SEC, BATS Exchange will change the Tape B
rebate for displayed liquidity to $.0028 per share for securities $1 or
above. We were the first to implement inverted Tape B pricing back in
April 2007 and believe our continued inverted structure remains a
significant benefit to the industry.

In addition, we intend to implement the following changes:

1. BATS will normalize the rebate on hidden liquidity to $.0020 per
share. BATS has offered a $.0020 per share rebate on hidden liquidity
since June 2008 for executions up to 5000 shares and will now offer this
industry leading rebate for all execution sizes. Orders matching
against hidden liquidity will be charged the standard low remove rate of
$.0025 per share.

2. BATS will also normalize the routing fee to access NYSE Arca for
BATS+ARCA orders to $.0029 per share for all securities. It should be
noted that pass-through charges for odd-lot executions at NYSE Arca
remain unchanged.

The routing fee to access NYSE with BATS+NYSE orders will be $.0019 per share.

3. Finally, BATS will lower the routing fee for all directed ISO orders to $.0033 per share.

All other BATS pricing will remain unchanged, including the low remove
rate of $.0025 per share in all securities. This low remove rate can be
used to access the tremendous resident liquidity on the BATS exchange.
As an example of this deep liquidity, BATS' percentage of the trade
share and quote share at the NBBO as measured by the SIPs for January
follows:

January 2009 Market Share by Tape

Trade Share

Quote Share

Untapped Liquidity

Tape A

9.66%

16.63%

6.96%

Tape B

16.51%

18.91%

2.40%

Tape C

10.69%

15.80%

5.11%

BATS encourages members to consider this untapped liquidity when making
routing decisions for March.

A copy of the complete fee schedule BATS intends to implement can be
found at http://www.batstrading.com/ProposedFeeSchedule. Please contact
your account manager or the trade desk with any questions.

BATS Update - Introducing "One Under" plan

April 13, 2009

If you are a Nasdaq customer, then you probably just heard that your
fees are going up ... in less than 2 days!

Our competitors are all over the place right now, trying to figure out
where to price their services. The fact is, if you send marketable
orders to Nasdaq, you are going to be paying substantially higher fees -
starting this Wednesday.

Before paying higher fees at Nasdaq, consider the BATS advantage ...

We have held our remove fees constant at 0.0025 for the last year and a
half, and we are going to hold our ground yet again as our competitors
raise their fees. If you send your remove flow to Nasdaq, now you will
be paying 0.0030 per share. That's not just an increase, that's the
highest fee allowable by law! And no volume tiers will bring your
Nasdaq fees down this time.

BATS stands apart from our competitors as the best priced all electronic
exchange for removing liquidity. For stocks priced above $5, your
remove rate is 0.0025, a full 17% less expensive than Nasdaq's pricing.
For stocks priced below $5, we pay you to remove liquidity. For every
share you remove from BATS for stocks priced below $5, you will get a
0.0001 rebate. That's 103% less expensive than going to Nasdaq.

If you haven't already chosen BATS as your preferred market for removing
liquidity, now is the time. Across the board, it just makes sense to
hit BATS first.

And it gets better ...

Since Nasdaq is raising their fees in the middle of the month, we
decided to show our customers how much we care by lowering our routing
fees at the same time. Starting Wednesday, April 15th, BATS will begin
offering the new "BATS One Under" plan.

That means BATS+ routing to the major exchanges will be priced one penny
lower than the best remove rate offered at each destination.
Specifically, BATS+Nasdaq will be 0.0029, BATS+Arca will be 0.0027, and
finally BATS+NYSE is still at the low 0.0017 per share we began offering
April 1st. In each case, BATS customers have the opportunity for price
improvement against any hidden orders on the BATS book, plus the low
access fee of 0.0025 for any shares that match at BATS, and then a one
penny discount for shares that match at the final routed destination.

In addition, even though Nasdaq has raised their access fees to 0.0030,
we are keeping our Smart Order Routing (CYCLE) priced at 0.0026 per
share. That's a full 0.0004 per share savings over accessing Nasdaq
directly.

Whether you use our Smart Order Router (CYCLE), or one of our BATS+
solutions, sending your orders to BATS first simply makes sense. At
BATS, we want your business, and we are going to work harder than
anybody else to earn it. We are truly Making Markets Better, and now is
the best time ever to put BATS at the top of your router!

Fee Rate Adjustment per SEC Section 31 Rate Change, Effective April 10, 2009

March 25, 2009

Per Fee Rate Advisory #5 for Fiscal Year 2009, the SEC has announced
that effective Friday, April 10, 2009 the Section 31 fee rate applicable
to securities transactions on the exchanges and over-the-counter markets
will increase to $25.70 per million dollars. Until that date, the
current rate of $5.60 per million dollars will remain in effect.

Please be advised that the April 10th date is the settlement date. As
such, BATS Exchange will be adjusting the Section 31 fee rate to reflect
the new rate of $25.70 per million dollars starting on the trade date of
April 7th, 2009.

Please contact the BATS Trade Desk or your BATS account manager with any
questions.

BATS Exchange Fee Schedule Including BATS Options

February 25, 2009

Dear BATS Exchange Member,

BATS Exchange is pleased to announce the availability of a fee schedule
that includes pricing for the BATS Options exchange, which will launch
this Friday, February 26th. As described below, BATS Exchange is also
announcing charges for physical ports effective March 1, 2010, for
Members and non-members that choose to maintain more than four (4)
physical ports at either of the Exchange's data centers.

A complete copy of the new BATS Exchange fee schedule can be found at:

http://www.batstrading.com/resources/regulation/rule_book/BATS_Ex_Fee_Sc
hedule.pdf OR

http://www.batsoptions.com/resources/regulation/rule_book/BATS_Ex_Fee_Sc
hedule.pdf.

Options Pricing

As previously announced, Members adding liquidity will receive a rebate
of $0.20 per contract while Members removing liquidity will be charged
$0.30 per contract. Members routing through BATS Options to access
other exchanges will be charged the access fees that the destination
exchange charges BATS plus $0.05 per contract. For directed ISOs, BATS
will pass-through the destination exchange's access fees plus $0.10 per
contract. Initially, the Exchange will not charge any fees for logical
ports to Members who connect to BATS Options.

Physical Port Fees

The Exchange will continue to provide four (4) pairs of physical ports
without charge to any Member or non-member that has been approved to
connect to the Exchange; a "pair" refers to one physical port at the
Exchange's primary data center and one physical port at the Exchange's
secondary data center. Due to the infrastructure costs associated with
providing physical ports, beginning on March 1, 2010, the Exchange will
charge $2,000 for each additional single physical port provided by the
Exchange to any Member or non-member in any data center. Note: A
physical port refers to an actual cable plugged into BATS Exchange
networking equipment, distinct from a logical port such as FIX, PITCH,
etc.

Please contact the BATS Trade Desk or your Director of Sales with any
questions. Thank you for your continued support of BATS. We look
forward to earning more of your business as BATS Options launches
tomorrow.

BATS Trade Desk
+1.913.815.7001
[email protected]
www.batstrading.com